Common use of WARRANTIES AND UNDERTAKINGS Clause in Contracts

WARRANTIES AND UNDERTAKINGS. 6.1 The Vendor hereby warrants and represents to the Purchaser that all the Warranties are true and accurate in all respects and not misleading in any respect as at the date of this Agreement and will continue to be so up to and including the time of Completion. The Vendor acknowledges that the Purchaser in entering into this Agreement is relying on such representations, warranties and undertakings and that the Purchaser shall be entitled to treat them as conditions of this Agreement. 6.2 The Vendor hereby undertakes that it will at all times indemnify the Purchaser against any loss or damage suffered by the Purchaser as a result of any breach of the Warranties. 6.3 Each of the Warranties is without prejudice to any other Warranty and, except where expressly stated otherwise, no provision in any Warranty contained in this Agreement shall govern or limit the extent or application of any other Warranty. 6.4 Each of the Warranties is made or given to the best of the information, knowledge and belief of the Vendor. 6.5 The Vendor acknowledges that the Warranties are not qualified by the Purchaser’s due diligence or by anything discovered, or that could have been discovered, from the materials made available by the Vendor, save to the extent such matter is fully and accurately disclosed by the Vendor in writing to the Purchaser prior to Completion and accepted by the Purchaser. 6.6 The Vendor hereby undertakes that prior to Completion Date and in the absence of the prior written consent of the Purchaser that: - (a) the Vendor shall procure that the Company and the sole director of the Company shall not and shall not offer or agree to: - (i) sell, transfer, lease, license or in any other way dispose of, or grant any option or right of pre-emption in respect of, any part of its assets, business or undertaking (or any interest therein) or contract to do so; (ii) incur any indebtedness or borrowing; (iii) enter into any unusual or abnormal contract or commitment whether or not in the ordinary course of business, including (without limitation): - - making, or offering or agreeing to make, any loan; or - entering into or offering or agreeing to enter into any leasing, tenancy agreements, hire purchase or other agreement or arrangements, particularly for payment on deferred terms; (iv) create any fixed or floating charge, lien or other Encumbrance over the whole or any part of the undertaking, property or assets of the Company or grant or issue any mortgages, charges, debentures or other securities for money or redeem any such securities or create, give or assume any guarantees or indemnities for or otherwise secure the liabilities or obligations of any person or corporation; (v) alter the share capital of the Company; (vi) create, allot or issue any shares or other securities out of the capital of the Company or create, issue or grant any option over or right to acquire any additional shares or other securities of the Company or in respect of any class of share or loan capital; (vii) grant or issue any mortgages, charges, debentures or other securities for money or redeem any such securities or give any guarantees or indemnities; (viii) enter into any employment contracts, or make any change in the terms and conditions of employment or pension benefits of any of its directors or employees or employ or terminate the employment of any person; (ix) in any other way depart from the ordinary and proper course of its day-to-day business either as regards the natural scope or the manner of conducting the same; (x) [agree to any renewal, extension or variation of the Tenancy Agreement (except upon the request of the Purchaser);] or (xi) agree to any variation or termination of contracts entered into between the Company and its clients, agencies, partners, business affiliates or otherwise (except upon the request of the Purchaser); and (b) the Vendor shall not and shall not offer or agree to: - (i) dispose of any interest in, grant any option or right of pre-emption over, or mortgage, charge of otherwise encumber the Sale Share or the Sale Debt or any part thereof; (ii) permit the Company to pass any resolution the result of which will be the winding up, liquidation or receivership of the Company, or make any composition or arrangement with its creditors; nor (iii) do or omit to do or cause or allow to be done or omitted to be done any act or thing which would result (or be likely to result) in a breach of any of the Warranties.

WARRANTIES AND UNDERTAKINGS. 6.1 The Vendor hereby 5.1 Each Individual Grantor warrants and represents that he or she has full power and authority to execute and deliver this Deed and to consummate the transactions contemplated under this Deed. 5.2 Each Grantor (other than the Individual Grantors) warrants and represents to the Purchaser that all Grantee in the terms of the Warranties in paragraph 1 of Schedule 2 severally to the extent relating to the Option Shares owned by it as set out in Schedule 1. 5.3 Each Grantor warrants and represents to the Grantee in the terms of the Warranties in paragraph 2 of Schedule 2 (and in respect of paragraphs 2.1 and 2.2, severally and only to the extent relating to the Option Shares owned by it as set out in Schedule 1). 5.4 Each Warrantor warrants and represents to the Grantee in the terms of the Warranties in paragraphs 3 to 5 in Schedule 2. 5.5 The Grantors shall procure that the Warranties (save for the Warranties in paragraph 5 of Schedule 2, where relates only to the date of this Deed,) are true and accurate in at all respects times up to and not misleading in including Completion by reference to the facts and circumstances then subsisting and, for this purpose, such Warranties shall be deemed to be repeated at all times up to and including Completion as if any respect as at express or implied reference therein to the date of this Agreement and will continue Deed shall be replaced by a reference to the time at which such Warranty is deemed to be so up to and including the time of Completion. repeated. 5.6 The Vendor acknowledges that the Purchaser in entering into this Agreement is relying on such representations, warranties and undertakings and that the Purchaser Grantee shall be entitled to treat them as conditions claim both before and after Completion that any of the Warranties is or was untrue or misleading or has or had been breached even if the Grantee discovered or could have discovered on or before entering into this AgreementDeed and before Completion that the Warranty in question was untrue or misleading or had been breached and Completion shall not in any way constitute a waiver of any of the Grantee's rights. 6.2 5.7 The Vendor hereby undertakes Grantee shall not, prior to the exercise or expiry of the Option Period and (if appropriate) Completion, transfer, dispose of, charge, pledge or encumber in any way its interests in any of the Option Shares. 5.8 The Warrantors shall use reasonable endeavours to procure that it until the exercise or expiry of the Options and (if appropriate) Completion and save with the prior consent of the Grantee (which consent shall not be unreasonably withheld or delayed): (A) no alterations will be made to the memorandum and/or articles of association of the Company and no regulations or resolutions inconsistent with them will be adopted; (B) the Company will not make any substantial change in the nature of its business, which shall continue to be carried on in the ordinary course; (C) the Company will not enter into any transaction that is not in the normal and ordinary course of conducting its business nor enter into any transaction which is not on arm's length terms; and (D) no resolution will be passed for the voluntary winding-up of the Company. 5.9 The Warrantors undertake to indemnify and keep indemnified at any time and from time to time the Grantee on demand from and against all times indemnify claims, liabilities, losses, costs and expenses which the Purchaser Grantee may suffer or incur or which may be made against any loss the Grantee either before or damage suffered by the Purchaser as a result after Completion in respect of any breach of the Warrantiesundertakings or indemnities in this Clause 5. 6.3 5.10 The total liability of each of the Grantors under this Deed shall not exceed the aggregate price for the Option Shares to be received by the respective Grantors . 5.11 Each of the Warranties is without prejudice Grantors shall have no liability under this Deed: 5.11.1 unless, in the case of any particular claim, the amount thereof shall exceed HK$1,000,000; or 5.11.2 until the aggregate amount of all valid claims which could otherwise be made under this Deed shall exceed HK$3,000,000, at which time all such valid claims shall become payable. 5.12 The liability of each of the Grantors to the Grantee hereunder shall: 5.12.1 in relation to any other Warranty and, except where expressly stated otherwise, no provision in any Warranty contained in this Agreement shall govern or limit the extent or application of any other Warranty. 6.4 Each of the Warranties is made or given to the best on Taxation, cease upon expiry of the information, knowledge and belief of the Vendor. 6.5 The Vendor acknowledges that the Warranties are not qualified by the Purchaser’s due diligence or by anything discovered, or that could have been discovered, 7 years from the materials made available by the Vendor, save to the extent such matter is fully and accurately disclosed by the Vendor in writing to the Purchaser prior to Completion and accepted by the Purchaser. 6.6 The Vendor hereby undertakes that prior to Completion Date and in the absence date of the prior written consent of the Purchaser that: - (a) the Vendor shall procure that the Company and the sole director of the Company shall not and shall not offer or agree to: - (i) sell, transfer, lease, license or in any other way dispose of, or grant any option or right of pre-emption in respect of, any part of its assets, business or undertaking (or any interest therein) or contract to do so; (ii) incur any indebtedness or borrowing; (iii) enter into any unusual or abnormal contract or commitment whether or not in the ordinary course of business, including (without limitation): - - making, or offering or agreeing to make, any loan; or - entering into or offering or agreeing to enter into any leasing, tenancy agreements, hire purchase or other agreement or arrangements, particularly for payment on deferred terms; (iv) create any fixed or floating charge, lien or other Encumbrance over the whole or any part of the undertaking, property or assets of the Company or grant or issue any mortgages, charges, debentures or other securities for money or redeem any such securities or create, give or assume any guarantees or indemnities for or otherwise secure the liabilities or obligations of any person or corporation; (v) alter the share capital of the Company; (vi) create, allot or issue any shares or other securities out of the capital of the Company or create, issue or grant any option over or right to acquire any additional shares or other securities of the Company or in respect of any class of share or loan capital; (vii) grant or issue any mortgages, charges, debentures or other securities for money or redeem any such securities or give any guarantees or indemnities; (viii) enter into any employment contracts, or make any change in the terms and conditions of employment or pension benefits of any of its directors or employees or employ or terminate the employment of any person; (ix) in any other way depart from the ordinary and proper course of its day-to-day business either as regards the natural scope or the manner of conducting the same; (x) [agree to any renewal, extension or variation of the Tenancy Agreement (except upon the request of the Purchaser);] or (xi) agree to any variation or termination of contracts entered into between the Company and its clients, agencies, partners, business affiliates or otherwise (except upon the request of the Purchaser)Completion; and (b) the Vendor shall not and shall not offer or agree to: - (i) dispose of any interest in, grant any option or right of pre-emption over, or mortgage, charge of otherwise encumber the Sale Share or the Sale Debt or any part thereof; (ii) permit the Company 5.12.2 in relation to pass any resolution the result of which will be the winding up, liquidation or receivership of the Company, or make any composition or arrangement with its creditors; nor (iii) do or omit to do or cause or allow to be done or omitted to be done any act or thing which would result (or be likely to result) in a breach of any of the Warrantiesother Warranties or other indemnities, cease upon the earlier of the expiry of 2 years from the date of Completion.

WARRANTIES AND UNDERTAKINGS. 6.1 7.1 The Vendor hereby represents and warrants and represents to the Purchaser that all each of the Warranties are true is as at the date hereof and accurate in shall, for all respects times up to and including the Completion Date (where Completion does not take place immediately after signing of this Agreement), be true, correct and not misleading in all respects. 7.2 The Purchaser’s rights in respect of each of the Warranties shall survive Completion and continue in full force and effect notwithstanding Completion. 7.3 The Warranties shall be separate and independent and, save as expressly provided, shall not be limited by reference to any other Clause or anything in this Agreement. 7.4 The Vendor hereby acknowledges that in entering into this Agreement, the Purchaser has relied upon the Warranties. In the event of it becoming apparent that on or before Completion that any of the Warranties or other terms of this Agreement is incorrect or breached in any respect, the Purchaser may rescind this Agreement by notice in writing to the Vendor setting out details of such incorrectness or breach. 7.5 The Vendor shall immediately disclose to the Purchaser any matter or thing which becomes known to it after the date of this Agreement which is inconsistent with any of the Warranties or which might render any of them misleading. 7.6 The Purchaser shall be entitled to claim both before and after Completion that any of the Warranties is or was untrue or misleading or has or had been breached even if the Purchaser discovered or could have discovered on or before Completion that the Warranty in question was untrue, misleading or had been breached and Completion shall not in any way constitute a waiver of any of the Purchaser’s rights. 7.7 The Vendor hereby undertakes to indemnify and keep indemnified the Purchaser from and against all claims, liabilities, losses, costs and expenses which the Purchaser may suffer or incur or which may be made against the Vendor either before or after the commencement of and arising out of, or in respect of, any action in connection with: (a) the breach of any provision of this Agreement by the Vendor; (b) the settlement of any claim that any of the Warranties is untrue or misleading or has been breached in any aspects; (c) any legal proceedings taken by the Purchaser claiming that any of the Warranties is untrue or misleading or has been breached and in which judgment is given for the Purchaser; and (d) the enforcement of any such settlement or judgment. 7.8 The rights and remedies of the Purchaser in respect of a breach of any of the Warranties shall not be affected by Completion or by the giving of any time or other indulgence by the Purchaser to any person, by the Purchaser rescinding or not rescinding this Agreement, or by any other cause whatsoever. 7.9 The rights, including rights of rescission, conferred on the Purchaser by this Agreement are in addition and without prejudice to all other rights and remedies available to the Purchaser; and no exercise or failure to exercise a right under this Agreement or otherwise or to invoke a remedy shall constitute a waiver of that right or remedy by the Purchaser. 7.10 For the purpose of the Warranties, the Purchaser shall not be entitled to make any warranty claim: (a) in respect of any fact which has been Disclosed to the Purchaser and/or disclosed in any public document (including announcements, circulars, financial statements) of the Vendor; (b) if the claim would not have arisen but for a change in legislation announced or enacted after the date hereof (whether relating to taxation, rates of taxation or otherwise) whether or not the change purports to be effective retrospectively in whole or in part; (c) any act, omission or transaction of the Company, or its directors, employees or agents done or omitted to be done before Completion at the written request of or with the written consent of the Purchaser; (d) where the amount of any individual claim is less than HK$100,000, save that the Vendor shall be liable for claims which, if calculated on an individual basis, would be less than HK$100,000 but which would in aggregate exceed HK$500,000; and (e) after a period of 24 months from the date of Completion unless a demand in writing has been served on the Vendor prior to the expiry of such 24-month period and legal proceedings in respect of such claim have been commenced within 12 months from the date of the said demand. 7.11 Notwithstanding anything contained in this Agreement, the aggregate liability of the Vendor under this Agreement shall be limited to the amount of the Consideration. 7.12 The Purchaser hereby warrants to the Vendor that: (a) the Purchaser is a company duly incorporated under the laws of its place of incorporation with full power and authority to conduct its business in each jurisdiction where it carries on business and is not in liquidation; (b) it has full power and capacity to enter into and/or exercise its rights to perform its obligation under this Agreement; (c) no consent of or other requirement of any governmental department, authority or agency in Hong Kong or any other part of the world is required by the Purchaser in relation to the valid execution, delivery or performance of this Agreement (or to ensure the validity or enforceability thereof) and the purchase of the Sale Shares; and (d) the execution, delivery and performance of this Agreement by the Purchaser does not and will not violate in any respect any provision of (i) any law or regulation or any order or decree of any governmental authority, agency or court of Hong Kong or any other part of the world prevailing as at the date of this Agreement and will continue to be so up to and including the time of as at Completion. The Vendor acknowledges that the Purchaser in entering into this Agreement is relying on such representations, warranties and undertakings and that the Purchaser shall be entitled to treat them as conditions of this Agreement. 6.2 The Vendor hereby undertakes that it will at all times indemnify the Purchaser against any loss ; or damage suffered by the Purchaser as a result of any breach of the Warranties. 6.3 Each of the Warranties is without prejudice to any other Warranty and, except where expressly stated otherwise, no provision in any Warranty contained in this Agreement shall govern or limit the extent or application of any other Warranty. 6.4 Each of the Warranties is made or given to the best of the information, knowledge and belief of the Vendor. 6.5 The Vendor acknowledges that the Warranties are not qualified by the Purchaser’s due diligence or by anything discovered, or that could have been discovered, from the materials made available by the Vendor, save to the extent such matter is fully and accurately disclosed by the Vendor in writing to the Purchaser prior to Completion and accepted by the Purchaser. 6.6 The Vendor hereby undertakes that prior to Completion Date and in the absence of the prior written consent of the Purchaser that: - (a) the Vendor shall procure that the Company and the sole director of the Company shall not and shall not offer or agree to: - (i) sell, transfer, lease, license or in any other way dispose of, or grant any option or right of pre-emption in respect of, any part of its assets, business or undertaking (or any interest therein) or contract to do so; (ii) incur any indebtedness or borrowing; (iii) enter into any unusual or abnormal mortgage, contract or commitment whether other undertaking or instrument to which the Purchaser is a party or which is binding upon any of them or any of their assets, and does not and will not result in the ordinary course creation or imposition of businessany Encumbrance on any of their assets pursuant to the provisions of any such mortgage, including (without limitation): - - making, or offering or agreeing to make, any loan; or - entering into or offering or agreeing to enter into any leasing, tenancy agreements, hire purchase contract or other agreement undertaking or arrangements, particularly for payment on deferred terms; (iv) create any fixed or floating charge, lien or other Encumbrance over the whole or any part of the undertaking, property or assets of the Company or grant or issue any mortgages, charges, debentures or other securities for money or redeem any such securities or create, give or assume any guarantees or indemnities for or otherwise secure the liabilities or obligations of any person or corporation; (v) alter the share capital of the Company; (vi) create, allot or issue any shares or other securities out of the capital of the Company or create, issue or grant any option over or right to acquire any additional shares or other securities of the Company or in respect of any class of share or loan capital; (vii) grant or issue any mortgages, charges, debentures or other securities for money or redeem any such securities or give any guarantees or indemnities; (viii) enter into any employment contracts, or make any change in the terms and conditions of employment or pension benefits of any of its directors or employees or employ or terminate the employment of any person; (ix) in any other way depart from the ordinary and proper course of its day-to-day business either as regards the natural scope or the manner of conducting the same; (x) [agree to any renewal, extension or variation of the Tenancy Agreement (except upon the request of the Purchaser);] or (xi) agree to any variation or termination of contracts entered into between the Company and its clients, agencies, partners, business affiliates or otherwise (except upon the request of the Purchaser); and (b) the Vendor shall not and shall not offer or agree to: - (i) dispose of any interest in, grant any option or right of pre-emption over, or mortgage, charge of otherwise encumber the Sale Share or the Sale Debt or any part thereof; (ii) permit the Company to pass any resolution the result of which will be the winding up, liquidation or receivership of the Company, or make any composition or arrangement with its creditors; nor (iii) do or omit to do or cause or allow to be done or omitted to be done any act or thing which would result (or be likely to result) in a breach of any of the Warrantiesinstrument.

WARRANTIES AND UNDERTAKINGS. 6.1 The Vendor hereby 5.1 MEDICHEM undertakes that its scientists whose names appear in Appendix G will carry out for the COMPANY all research and trials envisaged under the Project and throughout the duration of this Agreement. MEDICHEM will be reimbursed for services of MEDICHEM scientists at a rate approved by the COMPANY's Board of Directors. 5.2 MEDICHEM warrants and represents to the Purchaser that all the Warranties are true scientists named in Appendix G possess the requisite knowledge, skill and accurate in all respects experience to undertake the research and not misleading in any respect as at the date of this Agreement trials described hereinabove, and will continue undertake such responsibilities to be so up the best of their professional competence and according to the highest standard of professional conduct and including ethics. 5.3 MEDICHEM undertakes to recruit, engage, appoint, or involve other scientists for the time COMPANY whose skills and professional abilities are required for the successful implementation of Completion. The Vendor acknowledges the Project or for the development and commercialization of the PRODUCT in addition to or in substitution of those scientists named in Appendix G. 5.4 MEDICHEM undertakes to procure or obtain for the COMPANY from the scientists named in Appendix G and any scientists recruited or appointed under clause 5.3, written undertakings in the form acceptable to the State Government, that they will not make any unauthorised use or disclosure of any data, findings or knowledge acquired that may or come into their possession during or in the course of their involvement or participation in the Project. 5.5 MEDICHEM warrants that no other person has any claim, interest or right whatsoever to any of the Patents, and that the Purchaser same can be validly be assigned to the COMPANY and that the COMPANY shall have absolute right and ownership of the Patents and entitled to custody and control of the certificates and the documentary evidence relating thereto except as that provided in entering Appendices A, B and C. 5.6 XXXXX warrants that it has the authority to enter into this Agreement is relying on such representations, warranties behalf of the State Government and undertakings and that has secured funds to meet the Purchaser shall be entitled to treat them as conditions of payments due under this Agreement. 6.2 The Vendor hereby 5.7 XXXXX undertakes to procure or obtain for the COMPANY from its scientists involved in the Project, a written undertaking, in a form acceptable to MEDICHEM, that it they will at all times indemnify the Purchaser against not make any loss unauthorized use or damage suffered by the Purchaser as a result disclosure of any breach date, findings, or knowledge acquired or come into their possession during or in the course of their involvement or participation in the Project. 5.8 Neither XXXXX nor MEDICHEM shall, during the subsistence of the Warranties. 6.3 Each Agreement enter into or establish any relationship, arrangement or collaboration with any other parties or institution for the purpose of undertaking any research, study, trial, manufacture, production, distribution, or sale of the Warranties is PRODUCT, the COMPOUND or any analogs or derivatives thereof without prejudice to any other Warranty and, except where expressly stated otherwise, no provision in any Warranty contained in this Agreement shall govern or limit the extent or application of any other Warranty. 6.4 Each of the Warranties is made or given to the best of the information, knowledge and belief of the Vendor. 6.5 The Vendor acknowledges that the Warranties are not qualified by the Purchaser’s due diligence or by anything discovered, or that could have been discovered, from the materials made available by the Vendor, save to the extent such matter is fully and accurately disclosed by the Vendor in writing to the Purchaser prior to Completion and accepted by the Purchaser. 6.6 The Vendor hereby undertakes that prior to Completion Date and in the absence of the prior written consent of the Purchaser that: - (a) the Vendor shall procure that the Company and the sole director of the Company shall not and shall not offer or agree to: - (i) sell, transfer, lease, license or in any other way dispose of, or grant any option or right of pre-emption in respect of, any part of its assets, business or undertaking (or any interest therein) or contract to do so; (ii) incur any indebtedness or borrowing; (iii) enter into any unusual or abnormal contract or commitment whether or not in the ordinary course of business, including (without limitation): - - making, or offering or agreeing to make, any loan; or - entering into or offering or agreeing to enter into any leasing, tenancy agreements, hire purchase or other agreement or arrangements, particularly for payment on deferred terms; (iv) create any fixed or floating charge, lien or other Encumbrance over the whole or any part of the undertaking, property or assets of the Company or grant or issue any mortgages, charges, debentures or other securities for money or redeem any such securities or create, give or assume any guarantees or indemnities for or otherwise secure the liabilities or obligations of any person or corporation; (v) alter the share capital of the Company; (vi) create, allot or issue any shares or other securities out of the capital of the Company or create, issue or grant any option over or right to acquire any additional shares or other securities of the Company or in respect of any class of share or loan capital; (vii) grant or issue any mortgages, charges, debentures or other securities for money or redeem any such securities or give any guarantees or indemnities; (viii) enter into any employment contracts, or make any change in the terms and conditions of employment or pension benefits of any of its directors or employees or employ or terminate the employment of any person; (ix) in any other way depart from the ordinary and proper course of its day-to-day business either as regards the natural scope or the manner of conducting the same; (x) [agree to any renewal, extension or variation of the Tenancy Agreement (except upon the request of the Purchaser);] or (xi) agree to any variation or termination of contracts entered into between the Company and its clients, agencies, partners, business affiliates or otherwise (except upon the request of the Purchaser); and (b) the Vendor shall not and shall not offer or agree to: - (i) dispose of any interest in, grant any option or right of pre-emption over, or mortgage, charge of otherwise encumber the Sale Share or the Sale Debt or any part thereof; (ii) permit the Company to pass any resolution the result of which will be the winding up, liquidation or receivership of the Company, or make any composition or arrangement with its creditors; nor (iii) do or omit to do or cause or allow to be done or omitted to be done any act or thing which would result (or be likely to result) in a breach of any of the Warrantiesparty.

WARRANTIES AND UNDERTAKINGS. 6.1 11.1 The Vendor hereby Company warrants to TPI in the terms of Schedule 2 and represents to the Purchaser that all the Warranties are true and accurate in all respects and not misleading in any respect as at the date of this Agreement and will continue to be so up to and including the time of Completion. The Vendor acknowledges that the Purchaser in TPI is entering into this Agreement is relying on such representations, warranties and undertakings and that behalf of the Purchaser shall be entitled to treat them as conditions of this Agreement. 6.2 The Vendor hereby undertakes that it will at all times indemnify the Purchaser against any loss or damage suffered by the Purchaser as a result of any breach of Placees in reliance on the Warranties. 6.3 Each 11.2 The Warranties shall be deemed to be repeated, on the basis set out in clause 11.1, at the time of Admission. 11.3 Where any Warranty is expressed to be qualified by reference to the awareness and/or knowledge and/or information and/or belief of the Company and/or the Directors it will be deemed to include a statement to the effect that it has been made after due and careful enquiry to the extent reasonable in the context of the Placing, including, without limitation, having read the Announcement. 11.4 The Warranties shall be interpreted as separate and independent and shall remain in full force and effect notwithstanding Admission. The Warranties are in addition to and do not limit, affect or otherwise prejudice any other right or remedy available to TPI. 11.5 The Company undertakes to notify TPI immediately upon becoming aware prior to Admission of any fact, matter or circumstances which renders or would render were they to be repeated on Admission any of the Warranties is without prejudice to any other Warranty and, except where expressly stated otherwise, no provision untrue or misleading in any Warranty contained in this Agreement material respect or any matter arising which may give rise to a claim under the Indemnity and provide TPI with such information with regard to it as it shall govern reasonably require. 11.6 If, at any time prior to Admission, TPI receives notification pursuant to clause 11.5 or limit the extent or application otherwise becomes aware of any other Warranty. 6.4 Each of the Warranties fact, matter or circumstance which constitutes or will or is made or given to the best of the information, knowledge and belief of the Vendor. 6.5 The Vendor acknowledges that the Warranties are not qualified by the Purchaser’s due diligence or by anything discovered, or that could have been discovered, from the materials made available by the Vendor, save to the extent such matter is fully and accurately disclosed by the Vendor in writing to the Purchaser prior to Completion and accepted by the Purchaser. 6.6 The Vendor hereby undertakes that prior to Completion Date and in the absence of the prior written consent of the Purchaser that: - (a) the Vendor shall procure that the Company and the sole director of the Company shall not and shall not offer or agree to: - (i) sell, transfer, lease, license or in any other way dispose of, or grant any option or right of pre-emption in respect of, any part of its assets, business or undertaking (or any interest therein) or contract to do so; (ii) incur any indebtedness or borrowing; (iii) enter into any unusual or abnormal contract or commitment whether or not in the ordinary course of business, including (without limitation): - - making, or offering or agreeing to make, any loan; or - entering into or offering or agreeing to enter into any leasing, tenancy agreements, hire purchase or other agreement or arrangements, particularly for payment on deferred terms; (iv) create any fixed or floating charge, lien or other Encumbrance over the whole or any part of the undertaking, property or assets of the Company or grant or issue any mortgages, charges, debentures or other securities for money or redeem any such securities or create, give or assume any guarantees or indemnities for or otherwise secure the liabilities or obligations of any person or corporation; (v) alter the share capital of the Company; (vi) create, allot or issue any shares or other securities out of the capital of the Company or create, issue or grant any option over or right to acquire any additional shares or other securities of the Company or in respect of any class of share or loan capital; (vii) grant or issue any mortgages, charges, debentures or other securities for money or redeem any such securities or give any guarantees or indemnities; (viii) enter into any employment contracts, or make any change in the terms and conditions of employment or pension benefits of any of its directors or employees or employ or terminate the employment of any person; (ix) in any other way depart from the ordinary and proper course of its day-to-day business either as regards the natural scope or the manner of conducting the same; (x) [agree to any renewal, extension or variation of the Tenancy Agreement (except upon the request of the Purchaser);] or (xi) agree to any variation or termination of contracts entered into between the Company and its clients, agencies, partners, business affiliates or otherwise (except upon the request of the Purchaser); and (b) the Vendor shall not and shall not offer or agree to: - (i) dispose of any interest in, grant any option or right of pre-emption over, or mortgage, charge of otherwise encumber the Sale Share or the Sale Debt or any part thereof; (ii) permit the Company to pass any resolution the result of which will be the winding up, liquidation or receivership of the Company, or make any composition or arrangement with its creditors; nor (iii) do or omit to do or cause or allow to be done or omitted to be done any act or thing which would result (or be likely to result) in constitute a material breach of any of the WarrantiesWarranties or which would indicate that any of the Warranties has become or will or is likely to become untrue, inaccurate in any material respect by reference to facts, matters or circumstances from time to time subsisting, TPI may (without prejudice to their right to terminate its obligations under this Agreement pursuant to clause 13) require the Company at its own expense to amend, update or supplement the Announcement (such amendments, updates or supplements to be in a form reasonably approved by TPI) and/or to make or cause to be made such announcement and/or despatch such communication as TPI shall, after consultation with the Company, reasonably consider necessary. 11.7 The Warranties shall continue in full force and effect notwithstanding the completion of all matters and arrangements referred to in or contemplated by this Agreement. 11.8 The Warranties are qualified by the facts and circumstances reasonably ascertainable from the Accounts and Previous Announcements. 11.9 The Company undertakes that the proceeds of the Placing will be used for the purposes as detailed in the Announcement

WARRANTIES AND UNDERTAKINGS. 6.1 7.1 The Vendor hereby Seller warrants and represents to the Purchaser that all the Warranties are true and accurate in all respects and not misleading in any respect as at the date of this Agreement and will continue in the terms of the Warranties set out in Schedule 2 (Seller Warranties). The Title Warranties shall be deemed to be repeated by the Seller to the Purchaser immediately prior to Closing. The Warranties (including the Title Warranties deemed to be so up repeated) are given subject to: (a) so far as the Warranties (other than the Title Warranties and the Warranty in Paragraph 7 of Part A of Schedule 2) are concerned, any matters fairly disclosed by or under this Agreement, the Disclosure Letter, and/or the Disclosed Documents; (b) so far as the Warranty in Paragraph 7 of Part A of Schedule 2 is concerned, any matters specifically disclosed in the Disclosure Letter; (c) the other limitations and qualifications set out in this Clause 7 and in Schedule 3 (Limitations on Liability); and (d) so far as the Tax Warranties only are concerned the limitations and qualifications set out in the Tax Covenant insofar as they are expressed to apply to the Tax Warranties. 7.2 The Purchaser acknowledges and including agrees that: (a) any Claims, and where expressly stated in Schedule 3, Tax Demands shall be subject to the time limitations on liabilities and other provisions set out in Schedule 3 (Limitations on Liability); (b) the Warranties are the only warranties or representations of Completion. The Vendor acknowledges that any kind given by or on behalf of the Seller or any other member of the Seller Group on which the Purchaser or any other member of the Purchaser Group may rely in entering into this Agreement; and (c) neither it, nor any of the employees or advisers of any member of the Purchaser Group involved in evaluating the Proposed Transaction has actual knowledge of any fact or matter which would or is likely to constitute a breach of any of the Warranties and acknowledges that if the Seller can establish that the Purchaser or any of such employees or advisers had actual knowledge of such facts or matters prior to the date of this Agreement which would or are likely to give rise to a Claim which, had such facts or matters been fairly disclosed in the Disclosure Letter or in the Disclosed Documents, would prevent the Purchaser from bringing a Claim, the Purchaser shall not be entitled to bring a Claim in respect of the loss arising from such breach. 7.3 None of the limitations in this Clause 7 or Schedule 3 (Limitations on Liability) shall apply to any Claim or Tax Demand that arises (or to the extent that it is relying increased) as a consequence of fraud or fraudulent misrepresentation by any director or officer of any member of the Seller Group. 7.4 The Purchaser undertakes to the Seller (for the Seller itself and as agent for each individual and entity referred to in this Clause 7.4) that, except in the case of fraud or fraudulent misrepresentation, it waives and shall not make any claim against any Connected Persons of the Seller on whom it may have relied in relation to any information supplied or omitted to be supplied by any such representationsperson in connection with the Warranties or any of the Transaction Documents provided however that nothing in this Clause 7.4 shall affect the rights of the Purchaser to make a claim under the Seller Parent Company Guarantee in respect of the obligations of the Seller under this Agreement. 7.5 Each of the Paragraphs in Schedule 2: (a) shall be construed as a separate and independent warranty; and (b) unless expressly provided in this Agreement (including the Tax Covenant set out in Schedule 8), warranties shall not be limited by reference to any other Paragraph in Schedule 2 or by any other provision of this Agreement or the Tax Covenant and undertakings the Purchaser shall have a separate claim and right of action in respect of every breach of a Warranty. 7.6 The Warranties shall not in any respect be extinguished or affected by Closing. 7.7 The Seller agrees with the Purchaser (for itself and as trustee for each Target Company and each Target Company's directors and employees) to waive any right or claim which it may have against any Target Company and/or any of its directors, officers or employees in respect of any misrepresentation or error in, or omission from any information or opinion supplied or given by any Target Company and/or any of its directors, officers or employees in the course of negotiating this Agreement or any of the Transaction Documents or in preparing the Disclosure Letter, and that any such right or claim shall not constitute a defence to any claim by the Purchaser under or in relation to this Agreement or any Transaction Document. 7.8 The Purchaser warrants to the Seller as at the date of this Agreement in the terms of the warranties set out in Schedule 4 (Purchaser Warranties), which warranties shall be deemed to be repeated by the Purchaser to the Seller immediately prior to Closing. 7.9 The Seller undertakes to notify the Purchaser in writing promptly if the directors and officers of either the Seller or the Company become aware of any circumstance or fact arising after the date of this Agreement and prior to the Closing Date that would cause any Warranty (if the Warranties were repeated with reference to the factors and circumstances then existing) to become untrue, inaccurate or misleading in any material respect. 7.10 If prior to Closing it shall be found that there has been a material breach of the obligations contained in Clause 4 (Pre-Closing Undertakings) and such breach is incapable of remedy or, if capable of remedy, is not remedied by the Seller within 30 days of notice to the Seller of the breach (or within such longer period as is agreed between the Seller and the Purchaser if such breach is capable of remedy), the Purchaser shall be entitled to treat them as conditions the exclusion of all other rights to terminate this Agreement by notice to the Seller, and the Seller shall within five Business Days of such termination pay the Deposit plus an amount equivalent to simple interest on the Deposit calculated on a daily basis on the basis of a 360 day year at the Agreed Interest Rate applied to the Deposit for the period from and including the date of this AgreementAgreement up to but not including the date it is returned (less any applicable withholding for or on account of Tax) to the Purchaser's Bank Account. Notwithstanding termination of this Agreement under this Clause 7.10, the Surviving Provisions shall continue in full force and effect. 6.2 The Vendor hereby undertakes that it will at all times indemnify 7.11 For the Purchaser against any purposes of Clause 7.10, a MATERIAL BREACH shall be deemed to arise where the total loss suffered or damage incurred, or likely to be suffered or incurred by the Purchaser as a result of any breach of the Warrantieswould exceed $150,000,000. 6.3 Each of the Warranties is without prejudice to any other Warranty and, except where expressly stated otherwise, no provision in any Warranty contained in this Agreement shall govern or limit the extent or application of any other Warranty. 6.4 Each of the Warranties is made or given to the best of the information, knowledge and belief of the Vendor. 6.5 The Vendor acknowledges that the Warranties are not qualified by the Purchaser’s due diligence or by anything discovered, or that could have been discovered, from the materials made available by the Vendor, save to the extent such matter is fully and accurately disclosed by the Vendor in writing to the Purchaser prior to Completion and accepted by the Purchaser. 6.6 The Vendor hereby undertakes that prior to Completion Date and in the absence of the prior written consent of the Purchaser that: - (a) the Vendor shall procure that the Company and the sole director of the Company shall not and shall not offer or agree to: - (i) sell, transfer, lease, license or in any other way dispose of, or grant any option or right of pre-emption in respect of, any part of its assets, business or undertaking (or any interest therein) or contract to do so; (ii) incur any indebtedness or borrowing; (iii) enter into any unusual or abnormal contract or commitment whether or not in the ordinary course of business, including (without limitation): - - making, or offering or agreeing to make, any loan; or - entering into or offering or agreeing to enter into any leasing, tenancy agreements, hire purchase or other agreement or arrangements, particularly for payment on deferred terms; (iv) create any fixed or floating charge, lien or other Encumbrance over the whole or any part of the undertaking, property or assets of the Company or grant or issue any mortgages, charges, debentures or other securities for money or redeem any such securities or create, give or assume any guarantees or indemnities for or otherwise secure the liabilities or obligations of any person or corporation; (v) alter the share capital of the Company; (vi) create, allot or issue any shares or other securities out of the capital of the Company or create, issue or grant any option over or right to acquire any additional shares or other securities of the Company or in respect of any class of share or loan capital; (vii) grant or issue any mortgages, charges, debentures or other securities for money or redeem any such securities or give any guarantees or indemnities; (viii) enter into any employment contracts, or make any change in the terms and conditions of employment or pension benefits of any of its directors or employees or employ or terminate the employment of any person; (ix) in any other way depart from the ordinary and proper course of its day-to-day business either as regards the natural scope or the manner of conducting the same; (x) [agree to any renewal, extension or variation of the Tenancy Agreement (except upon the request of the Purchaser);] or (xi) agree to any variation or termination of contracts entered into between the Company and its clients, agencies, partners, business affiliates or otherwise (except upon the request of the Purchaser); and (b) the Vendor shall not and shall not offer or agree to: - (i) dispose of any interest in, grant any option or right of pre-emption over, or mortgage, charge of otherwise encumber the Sale Share or the Sale Debt or any part thereof; (ii) permit the Company to pass any resolution the result of which will be the winding up, liquidation or receivership of the Company, or make any composition or arrangement with its creditors; nor (iii) do or omit to do or cause or allow to be done or omitted to be done any act or thing which would result (or be likely to result) in a breach of any of the Warranties.

WARRANTIES AND UNDERTAKINGS. 6.1 9.1 The Vendor hereby warrants and represents to the Purchaser in the terms of the Warranties and further warrants and represents to the Purchaser that all the Warranties are (other than Warranty 17.8 (Key Employees) which shall be repeated on the basis set out therein) will be true and accurate in all material respects immediately prior to Completion by reference to facts and not misleading in any respect circumstances then existing as at the date of this Agreement and will continue if they had been given immediately prior to be so up to and including the time of Completion. . 9.2 The Vendor acknowledges accepts that the Purchaser in is entering into this Agreement is relying on such representationsin reliance upon each of the Warranties. 9.3 Subject to the other provisions of this clause 9, warranties and undertakings and that the Purchaser shall be entitled to treat them as conditions claim both before and after the date of this Agreement. 6.2 The Vendor hereby undertakes Completion that it will at all times indemnify the Purchaser against any loss or damage suffered by the Purchaser as a result of any breach of the Warranties. 6.3 Each of the Warranties is without prejudice to any other Warranty and, except where expressly stated otherwise, no provision in any Warranty contained in this Agreement shall govern has or limit the extent or application of any other Warrantyhad been breached. 6.4 Each of the Warranties is made or given to the best of the information, knowledge and belief of the Vendor. 6.5 9.4 The Vendor acknowledges that the Warranties are not qualified by the Purchaser’s due diligence or by anything discovered, or that could have been discovered, from the materials made available by the Vendor, save undertakes to the extent such matter is fully and accurately disclosed by the Vendor disclose in writing to the Purchaser prior to Completion and accepted by anything which is a breach or would be inconsistent with any of the Purchaser. 6.6 The Vendor hereby undertakes that prior to Completion Date and Warranties (in the absence case of the prior written consent of the Purchaser that: - Warranty 17.8 (aKey Employees) the Vendor shall procure that the Company immediately and the sole director of the Company shall not and shall not offer or agree to: - (i) sell, transfer, lease, license or in any other way dispose ofcase) as soon as reasonably practicable. 9.5 The Vendor undertakes (if any claim is made against the Vendor in connection with the sale of the Shares to the Purchaser) not to make any claim against the Company or the Subsidiary or any director, or grant any option or right of pre-emption in respect of, any part of its assets, business or undertaking (or any interest therein) or contract to do so; (ii) incur any indebtedness or borrowing; (iii) enter into any unusual or abnormal contract or commitment whether or not in the ordinary course of business, including (without limitation): - - making, or offering or agreeing to make, any loan; or - entering into or offering or agreeing to enter into any leasing, tenancy agreements, hire purchase or other agreement or arrangements, particularly for payment on deferred terms; (iv) create any fixed or floating charge, lien or other Encumbrance over the whole or any part of the undertaking, property or assets employees of the Company or grant the Subsidiary on whom it may have relied before agreeing to any terms of this Agreement or issue the Tax Deed or authorising any mortgagesstatement in the Disclosure Letter, charges, debentures or other securities for money or redeem any such securities or create, give or assume any guarantees or indemnities for or otherwise secure unless the liabilities or obligations of any person or corporation;who was so relied upon has acted fraudulently. (v) alter the share capital 9.6 Each of the Company; (vi) create, allot or issue any shares or other securities out of Warranties shall be construed as a separate warranty and is given subject to the capital of the Company or create, issue or grant any option over or right to acquire any additional shares or other securities of the Company or in respect of any class of share or loan capital; (vii) grant or issue any mortgages, charges, debentures or other securities for money or redeem any such securities or give any guarantees or indemnities; (viii) enter into any employment contracts, or make any change matters fairly disclosed in the terms Disclosure Letter and conditions of employment or pension benefits of any of its directors or employees or employ or terminate the employment of any person; (ix) in to any other way depart from the ordinary and proper course of its day-to-day business either as regards the natural scope matter or the manner of conducting the same; (x) [agree to any renewal, extension or variation of the Tenancy Agreement (except upon the request of the Purchaser);] or (xi) agree to any variation or termination of contracts entered into between the Company and its clients, agencies, partners, business affiliates or otherwise (except upon the request of the Purchaser); and (b) the Vendor shall not and shall not offer or agree to: - (i) dispose of any interest in, grant any option or right of pre-emption over, or mortgage, charge of otherwise encumber the Sale Share or the Sale Debt or any part thereof; (ii) permit the Company to pass any resolution the result of which will be the winding up, liquidation or receivership of the Company, or make any composition or arrangement with its creditors; nor (iii) do or omit to do or cause or allow to be thing hereafter done or omitted to be done pursuant to the terms of this Agreement. 9.7 No relevant claim (other than a claim in respect of any act of the Tax Warranties) shall be made unless written notice containing reasonable details of the relevant claim is served on the Vendor within 18 months from the Completion Date. No relevant claim under the Tax Warranties or thing a claim under the Tax Deed shall be made unless notice is given to the Vendor before the seventh anniversary of the Completion Date. 9.8 A relevant claim or a claim under the Tax Deed shall not be enforceable against the Vendor and shall be deemed to have been withdrawn unless legal proceedings in connection with it are commenced within six months after written notice of it is first served on the Vendor. 9.9 The aggregate amount of the liability of the Vendor in respect of all relevant claims and all claims under the Tax Deed (other than a claim n respect of a Section 179 Liability a "s.179 claim") shall not exceed (Pounds)9,650,000. 9.10 No liability shall attach to the Vendor in respect of relevant claims or in respect of claims under the Tax Deed (other than a s.179 claim) unless the aggregate amount of the liability of the Vendor in respect of all such relevant claims and claims under the Tax Deed (other than a s.179 claim) shall exceed (Pounds)50,000, (in which event the Vendor's liability shall, subject as hereinafter provided be for the total amount of the relevant claims and claims under the Tax Deed and shall not be limited to the excess) and no relevant claim or claim under the Tax Deed (other than a s. 179 claim shall be made unless the individual claim exceeds (Pounds)10,000, and for these purposes where two or more claims arise from the same matter or circumstance they shall be treated as one claim. 9.11 The Vendor shall not be liable in respect of a relevant claim: 9.11.1 If it would not have arisen but for anything voluntarily done or omitted to be done after Completion by the Purchaser or any person controlling or under the control of or under the same control as the Purchaser (for the purpose of section 416 of the Taxes Act or the Company or the Subsidiary or any of their respective employees, agents or successors in title otherwise than in the ordinary course of business or otherwise than pursuant to any agreement or other arrangements made by the relevant person as at the date hereof or the date of Completion; 9.11.2 to the extent that it arises or is increased as a result only of: (A) an increase in the rates of taxation after the date of Completion; or (B) any change in generally accepted accounting practice or be likely change by the Company in its accounting practice or methods after the date of Completion; or (C) the passing of any legislation, or making of any subordinate legislation or delivery of any judgment or any change in the published practice or any tax authority with retrospective effect after the date of Completion; 9.11.3 to resultthe extent that the amount of such relevant claim (less costs or recovery) is recoverable by the Purchaser or the Company or the Subsidiary from its insurers under a policy of insurance in force at the date of Completion; 9.11.4 to the extent that it relates to: (A) any matter specifically provided for or included as a liability in the Accounts or in the Completion Accounts (and, in the case of the Completion Accounts, in respect of which reimbursement is made by the Vendor pursuant to the Customer Agreements referred to in clause 7.9); or (B) to the extent that Xx. Xxxxx Blossom or, Xx. Xxx Xxxxxx had actual knowledge prior to the Purchaser's execution of this Agreement (A) of the circumstances to which the relevant claim relates and (B) that the circumstances to which the relevant claim relates amounted to a breach of any of the Warranties; 9.11.5 to the extent that: (A) the relevant claim is in respect of a liability for taxation which would not have arisen but for a disclaimer of capital allowances or a revision to a claim therefor where such revision or disclaimer is caused or made by the Company or the Subsidiary after the date of Completion (other than at the request of the Vendor); or (B) the relevant claim is in respect of a liability for taxation in respect of income, profits or gains which were actually earned, accrued or received by the Company or the Subsidiary but were not reflected in the Accounts or the Completion Accounts; or (C) the relevant claim is in respect of a liability for taxation which would not have arisen or would have been reduced or eliminated but for a failure or omission on the part of the Company or the Subsidiary after Completion to make any claim or election or give any notice or consent or do any other thing the making or giving or doing of which was taken into account in computing the provision or reserve for taxation in the Accounts and which was disclosed in paragraph 10.6 of Section C of the Disclosure Letter; or (D) any tax relief of the Company or the Subsidiary incurred in or in respect of a period ended on or before Completion is available to relieve or mitigate the liability for taxation giving rise to the relevant claim; or (E) the relevant claim is in respect of a liability for taxation which would not have arisen but for a change of accounting reference date effected on or after Completion; or (F) the relevant claim would not have arisen but for anything done pursuant to clause 5.3; 9.11.6 for a breach of Warranty 10.16, to the extent that the relevant claim is other than in respect of taxation. 9.12 In accordance with clause 14.2 the rights or benefits of or under the Warranties may be assigned (together with any cause of action arising in connection with any Warranty) by Purchaser to its successors in title or to another member of the Purchaser's Group. 9.13.1 Where the Purchaser or the Company or the Subsidiary is entitled to recovery from some other person any sum in respect of any matter or event which could give rise to a relevant claim, the Purchaser shall or shall procure that the Company or the Subsidiary shall use his reasonable endeavors to recover that sum (keeping the Vendor at all times fully and promptly informed of the conduct of such recovery), and any sum recovered will reduce the amount of the relevant claim (and, in the event of the recovery being delayed until after the relevant claim has been satisfied by the Vendor, shall be paid to the Vendor, after deduction of all costs and expenses of the recovery). 9.13.2 Without prejudice to the provisions of sub-clause 9.13.1, if the Vendor has paid to the Purchaser any amount in respect of a relevant claim and the Purchaser or the Company or the Subsidiary subsequently receives or recovers from any person other than the Vendor a sum which is referable to such claim, the Purchaser shall forthwith repay to the Vendor the net amount so received or recovered up to the amount which had been paid by the Vendor in respect of such claim and the amount so repaid shall be deemed never to have been paid by the Vendor for the purposes of determining the liability of the Vendor pursuant to clauses 9.9 and 9.10. 9.14.1 Subject to 9.14.2, the Purchaser shall and shall procure that the Company and/or the Subsidiary shall: (A) within ten business days notify the Vendor in writing if the Purchaser or the Company or the Subsidiary becomes aware of any matter which is reasonably likely to, and of the fact that the matter is reasonably likely to, give rise to a relevant claim (a "Matter") (provided that no failure of the Purchaser to give notice to the Vendor in accordance with this clause shall release the Vendor from liability under a relevant claim except to the extent that the Vendor suffers a liability or increased liability under a relevant claim by reason of such failure to give notice); (B) at all times disclose in writing to the Vendor all information and documents relating to the Matter; (C) take such action as the Vendor may reasonably require to avoid, resist, contest or compromise the Matter; and (D) without the prior written consent of the Vendor, not settle, make any admission of liability, compromise nor, provide information to, or correspond with, the other party to, any Matter; Provided that: (E) the Vendor shall indemnify the Purchaser and keep the Purchaser indemnified in respect of any action or proceedings to be taken pursuant to this clause 9.14; (F) the Vendor shall keep the Purchaser informed of (and shall promptly answer the Purchaser's inquiries in relation to) any proceedings conducted by the Vendor pursuant to paragraph (C); (G) The Vendor shall, prior to the commencement of any such action or proceedings and from time to time thereafter as may reasonably be requested by the Purchaser, demonstrate to the reasonable satisfaction of the Purchaser that it is able to satisfy and discharge its obligation in respect of such indemnity and the matter giving rise to the relevant action or proceedings; and (H) the failure by the Purchaser to act under this clause 9.14 shall not limit or affect the Purchaser's rights and remedies in respect of the matter save to the extent any such failure results in, or increases, the liability of the Vendor in respect of such matter.

WARRANTIES AND UNDERTAKINGS. 6.1 11.1 The Vendor hereby Company warrants to TPI in the terms of Schedule 2 and represents to the Purchaser that all the Warranties are true and accurate in all respects and not misleading in any respect as at the date of this Agreement and will continue to be so up to and including the time of Completion. The Vendor acknowledges that the Purchaser in TPI is entering into this Agreement in reliance on the Warranties. 11.2 Where any Warranty is relying on such representationsexpressed to be qualified by reference to the awareness and/or knowledge and/or information and/or belief of the Company and/or the Directors it will be deemed to include a statement to the effect that it has been made after due and careful enquiry to the extent reasonable in the context of the Placing, warranties and undertakings and that including, without limitation, having read the Purchaser Announcement. 11.3 The Warranties shall be entitled interpreted as separate and independent and shall remain in full force and effect notwithstanding Admission. The Warranties are in addition to treat them and do not limit, affect or otherwise prejudice any other right or remedy available to TPI. 11.4 The Company undertakes to notify TPI immediately upon becoming aware prior to Admission of any fact, matter or circumstances which renders or would render were they to be repeated on Admission any of the Warranties untrue or misleading in any material respect or any matter arising which would give rise to a claim under the Indemnity and provide TPI with such information with regard to it as conditions it shall reasonably require. 11.5 If, at any time prior to Admission, TPI receives notification pursuant to clause 11.4 or otherwise becomes aware of any fact, matter or circumstance which constitutes or will or is likely to constitute a material breach of any of the Warranties or which would indicate that any of the Warranties has become or will or is likely to become untrue, inaccurate in any material respect by reference to facts, matters or circumstances from time to time subsisting, TPI may (without prejudice to their right to terminate its obligations under this Agreement pursuant to clause 13) require the Company at its own expense to amend, update or supplement the Announcement (such amendments, updates or supplements to be in a form reasonably approved by TPI) and/or to make or cause to be made such announcement and/or despatch such communication as TPI shall, after consultation with the Company, reasonably consider necessary. 11.6 The Warranties shall continue in full force and effect notwithstanding the completion of all matters and arrangements referred to in or contemplated by this Agreement. 6.2 11.7 The Vendor hereby undertakes that it will at all times indemnify the Purchaser against any loss or damage suffered by the Purchaser as a result of any breach of the Warranties. 6.3 Each of the Warranties is without prejudice to any other Warranty and, except where expressly stated otherwise, no provision in any Warranty contained in this Agreement shall govern or limit the extent or application of any other Warranty. 6.4 Each of the Warranties is made or given to the best of the information, knowledge and belief of the Vendor. 6.5 The Vendor acknowledges that the Warranties are not qualified by the Purchaser’s due diligence or by anything discovered, or that could have been discovered, facts and circumstances reasonably ascertainable from the materials made available by Announcement, the Vendor, save to the extent such matter is fully Accounts and accurately disclosed by the Vendor in writing to the Purchaser prior to Completion and accepted by the PurchaserPrevious Announcements. 6.6 11.8 The Vendor hereby Company undertakes that prior to Completion Date and the proceeds of the Placing will be used for the purposes as detailed in the absence Announcement. 11.9 If the Placing completes, it will not raise any further equity or convertible debt finance for a period of three months from the date of Admission without the prior written consent of the Purchaser that: - (a) the Vendor shall procure that the Company and the sole director of the Company shall TPI, such consent not and shall not offer or agree to: - (i) sell, transfer, lease, license or in any other way dispose of, or grant any option or right of pre-emption in respect of, any part of its assets, business or undertaking (or any interest therein) or contract to do so; (ii) incur any indebtedness or borrowing; (iii) enter into any unusual or abnormal contract or commitment whether or not in the ordinary course of business, including (without limitation): - - making, or offering or agreeing to make, any loan; or - entering into or offering or agreeing to enter into any leasing, tenancy agreements, hire purchase or other agreement or arrangements, particularly for payment on deferred terms; (iv) create any fixed or floating charge, lien or other Encumbrance over the whole or any part of the undertaking, property or assets of the Company or grant or issue any mortgages, charges, debentures or other securities for money or redeem any such securities or create, give or assume any guarantees or indemnities for or otherwise secure the liabilities or obligations of any person or corporation; (v) alter the share capital of the Company; (vi) create, allot or issue any shares or other securities out of the capital of the Company or create, issue or grant any option over or right to acquire any additional shares or other securities of the Company or in respect of any class of share or loan capital; (vii) grant or issue any mortgages, charges, debentures or other securities for money or redeem any such securities or give any guarantees or indemnities; (viii) enter into any employment contracts, or make any change in the terms and conditions of employment or pension benefits of any of its directors or employees or employ or terminate the employment of any person; (ix) in any other way depart from the ordinary and proper course of its day-to-day business either as regards the natural scope or the manner of conducting the same; (x) [agree to any renewal, extension or variation of the Tenancy Agreement (except upon the request of the Purchaser);] or (xi) agree to any variation or termination of contracts entered into between the Company and its clients, agencies, partners, business affiliates or otherwise (except upon the request of the Purchaser); and (b) the Vendor shall not and shall not offer or agree to: - (i) dispose of any interest in, grant any option or right of pre-emption over, or mortgage, charge of otherwise encumber the Sale Share or the Sale Debt or any part thereof; (ii) permit the Company to pass any resolution the result of which will be the winding up, liquidation or receivership of the Company, or make any composition or arrangement with its creditors; nor (iii) do or omit to do or cause or allow to be done or omitted to be done any act or thing which would result (or be likely to result) in a breach of any of the Warrantiesunreasonably withheld.

WARRANTIES AND UNDERTAKINGS. 6.1 7.1 The Vendors and the Vendor Guarantor hereby warrants jointly and represents severally represent and warrant to the Purchaser that all each of the Warranties are true is as at the date hereof and accurate in shall, for all respects times up to and including the Completion Date (where Completion does not take place immediately after signing of this Agreement), be true, correct and not misleading in all respects. 7.2 The Purchaser’s rights in respect of each of the Warranties shall survive Completion and continue in full force and effect notwithstanding Completion. 7.3 The Warranties shall be separate and independent and, save as expressly provided, shall not be limited by reference to any other Clause or anything in this Agreement. 7.4 The Vendors and the Vendor Guarantor hereby acknowledge that in entering into this Agreement, the Purchaser has relied upon the Warranties. In the event of it becoming apparent that on or before Completion that any of the Warranties or other terms of this Agreement is incorrect or breached in any respect, the Purchaser may rescind this Agreement by notice in writing to the Vendors and the Vendor Guarantor setting out details of such incorrectness or breach. 7.5 Each Vendor shall immediately disclose to the Purchaser any matter or thing which becomes known to it after the date of this Agreement which is inconsistent with any of the Warranties or which might render any of them misleading. 7.6 The Purchaser shall be entitled to claim both before and after Completion that any of the Warranties is or was untrue or misleading or has or had been breached even if the Purchaser discovered or could have discovered on or before Completion that the Warranty in question was untrue, misleading or had been breached and Completion shall not in any way constitute a waiver of any of the Purchaser’s rights. 7.7 The rights and remedies of the Purchaser in respect of a breach of any of the Warranties shall not be affected by Completion or by the giving of any time or other indulgence by the Purchaser to any person, by the Purchaser rescinding or not rescinding this Agreement, or by any other cause whatsoever. 7.8 The rights, including rights of rescission, conferred on the Purchaser by this Agreement are in addition and without prejudice to all other rights and remedies available to the Purchaser; and no exercise or failure to exercise a right under this Agreement or otherwise or to invoke a remedy shall constitute a waiver of that right or remedy by the Purchaser. 7.9 For the purpose of the Warranties, the Purchaser shall not be entitled to make any warranty claim: (a) in respect of any fact which has been Disclosed to the Purchaser; (b) if the claim would not have arisen but for a change in legislation announced or enacted after the date hereof (whether relating to taxation, rates of taxation or otherwise) whether or not the change purports to be effective retrospectively in whole or in part; (c) any act, omission or transaction of the Company, or its directors, employees or agents done or omitted to be done before Completion at the written request of or with the written consent of the Purchaser; and (d) where the amount of any individual claim is less than HK$50,000, save that the Vendors and the Vendor Guarantor shall be jointly and severally liable for claims which, if calculated on an individual basis, would be less than HK$50,000 but which would in aggregate exceed HK$100,000. 7.10 Notwithstanding anything contained in this Agreement, the aggregate liability of the Vendors and the Vendor Guarantor under this Agreement shall be limited to the amount of the Consideration. 7.11 The Purchaser hereby warrants to the Vendors that: (a) the Purchaser is a company duly incorporated under the laws of its place of incorporation with full power and authority to conduct its business in each jurisdiction where it carries on business and is not in liquidation; (b) it has full power and capacity to enter into and/or exercise its rights to perform its obligation under this Agreement; (c) no consent of or other requirement of any governmental department, authority or agency in Hong Kong or any other part of the world is required by the Purchaser in relation to the valid execution, delivery or performance of this Agreement (or to ensure the validity or enforceability thereof) and the purchase of the Sale Shares; and (d) the execution, delivery and performance of this Agreement by the Purchaser does not and will not violate in any respect any provision of (i) any law or regulation or any order or decree of any governmental authority, agency or court of Hong Kong or any other part of the world prevailing as at the date of this Agreement and will continue as at Completion; or (ii) any mortgage, contract or other undertaking or instrument to be so up to and including the time of Completion. The Vendor acknowledges that which the Purchaser in entering into this Agreement is relying on such representations, warranties and undertakings and that the Purchaser shall be entitled to treat a party or which is binding upon any of them as conditions of this Agreement. 6.2 The Vendor hereby undertakes that it will at all times indemnify the Purchaser against or any loss or damage suffered by the Purchaser as a result of any breach of the Warranties. 6.3 Each of the Warranties is without prejudice to any other Warranty and, except where expressly stated otherwise, no provision in any Warranty contained in this Agreement shall govern or limit the extent or application of any other Warranty. 6.4 Each of the Warranties is made or given to the best of the information, knowledge and belief of the Vendor. 6.5 The Vendor acknowledges that the Warranties are not qualified by the Purchaser’s due diligence or by anything discovered, or that could have been discovered, from the materials made available by the Vendor, save to the extent such matter is fully and accurately disclosed by the Vendor in writing to the Purchaser prior to Completion and accepted by the Purchaser. 6.6 The Vendor hereby undertakes that prior to Completion Date and in the absence of the prior written consent of the Purchaser that: - (a) the Vendor shall procure that the Company and the sole director of the Company shall not and shall not offer or agree to: - (i) sell, transfer, lease, license or in any other way dispose of, or grant any option or right of pre-emption in respect of, any part of its assets, business or undertaking (or any interest therein) or contract to do so; (ii) incur any indebtedness or borrowing; (iii) enter into any unusual or abnormal contract or commitment whether or and does not and will not result in the ordinary course of business, including (without limitation): - - making, creation or offering or agreeing to make, any loan; or - entering into or offering or agreeing to enter into any leasing, tenancy agreements, hire purchase or other agreement or arrangements, particularly for payment on deferred terms; (iv) create any fixed or floating charge, lien or other Encumbrance over the whole or any part of the undertaking, property or assets of the Company or grant or issue any mortgages, charges, debentures or other securities for money or redeem any such securities or create, give or assume any guarantees or indemnities for or otherwise secure the liabilities or obligations imposition of any person or corporation; (v) alter the share capital of the Company; (vi) create, allot or issue any shares or other securities out of the capital of the Company or create, issue or grant any option over or right to acquire any additional shares or other securities of the Company or in respect of any class of share or loan capital; (vii) grant or issue any mortgages, charges, debentures or other securities for money or redeem any such securities or give any guarantees or indemnities; (viii) enter into any employment contracts, or make any change in the terms and conditions of employment or pension benefits of Encumbrance on any of its directors or employees or employ or terminate assets pursuant to the employment provisions of any person; (ix) in any other way depart from the ordinary and proper course of its day-to-day business either as regards the natural scope or the manner of conducting the same; (x) [agree to any renewal, extension or variation of the Tenancy Agreement (except upon the request of the Purchaser);] or (xi) agree to any variation or termination of contracts entered into between the Company and its clients, agencies, partners, business affiliates or otherwise (except upon the request of the Purchaser); and (b) the Vendor shall not and shall not offer or agree to: - (i) dispose of any interest in, grant any option or right of pre-emption over, or such mortgage, charge of otherwise encumber the Sale Share contract or the Sale Debt other undertaking or any part thereof; (ii) permit the Company to pass any resolution the result of which will be the winding up, liquidation or receivership of the Company, or make any composition or arrangement with its creditors; nor (iii) do or omit to do or cause or allow to be done or omitted to be done any act or thing which would result (or be likely to result) in a breach of any of the Warrantiesinstrument.

WARRANTIES AND UNDERTAKINGS. 6.1 11.1 The Vendor hereby Company warrants to TPI in the terms of Schedule 2 and represents to the Purchaser that all the Warranties are true and accurate in all respects and not misleading in any respect as at the date of this Agreement and will continue to be so up to and including the time of Completion. The Vendor acknowledges that the Purchaser in TPI is entering into this Agreement is relying on such representations, warranties and undertakings and that behalf of the Purchaser Placees in reliance on the Warranties. 11.2 The Warranties shall be entitled deemed to treat them be repeated, on the basis set out in clause 11.1, at the time of Admission. 11.3 Where any Warranty is expressed to be qualified by reference to the awareness and/or knowledge and/or information and/or belief of the Company and/or the Directors it will be deemed to include a statement to the effect that it has been made after due and careful enquiry to the extent reasonable in the context of the Placing, including, without limitation, having read the Announcement. 11.4 The Warranties shall be interpreted as conditions separate and independent and shall remain in full force and effect notwithstanding Admission. The Warranties are in addition to and do not limit, affect or otherwise prejudice any other right or remedy available to TPI. 11.5 The Company undertakes to notify TPI immediately upon becoming aware prior to Admission of any fact, matter or circumstances which renders or would render were they to be repeated on Admission any of the Warranties untrue or misleading in any material respect or any matter arising which may give rise to a claim under the Indemnity and provide TPI with such information with regard to it as it shall reasonably require. 11.6 If, at any time prior to Admission, TPI receives notification pursuant to clause 11.5 or otherwise becomes aware of any fact, matter or circumstance which constitutes or will or is likely to constitute a material breach of any of the Warranties or which would indicate that any of the Warranties has become or will or is likely to become untrue, inaccurate in any material respect by reference to facts, matters or circumstances from time to time subsisting, TPI may (without prejudice to their right to terminate its obligations under this Agreement pursuant to clause 13) require the Company at its own expense to amend, update or supplement the Announcement (such amendments, updates or supplements to be in a form reasonably approved by TPI) and/or to make or cause to be made such announcement and/or despatch such communication as TPI shall, after consultation with the Company, reasonably consider necessary. 11.7 The Warranties shall continue in full force and effect notwithstanding the completion of all matters and arrangements referred to in or contemplated by this Agreement. 6.2 11.8 The Vendor hereby undertakes that it will at all times indemnify the Purchaser against any loss or damage suffered by the Purchaser as a result of any breach of the Warranties. 6.3 Each of the Warranties is without prejudice to any other Warranty and, except where expressly stated otherwise, no provision in any Warranty contained in this Agreement shall govern or limit the extent or application of any other Warranty. 6.4 Each of the Warranties is made or given to the best of the information, knowledge and belief of the Vendor. 6.5 The Vendor acknowledges that the Warranties are not qualified by the Purchaser’s due diligence or by anything discovered, or that could have been discovered, facts and circumstances reasonably ascertainable from the materials made available by the Vendor, save to the extent such matter is fully Accounts and accurately disclosed by the Vendor in writing to the Purchaser prior to Completion and accepted by the PurchaserPrevious Announcements. 6.6 11.9 The Vendor hereby Company undertakes that prior to Completion Date and that: 11.9.1 the proceeds of the Placing will be used for the purposes as detailed in the absence Announcement; and 11.9.2 if the Placing completes, it will not raise any further equity, debt or convertible debt finance for a period of three months from the date of Admission without the prior written consent of the Purchaser that: - (a) the Vendor shall procure that the Company and the sole director of the Company shall TPI, such consent not and shall not offer or agree to: - (i) sell, transfer, lease, license or in any other way dispose of, or grant any option or right of pre-emption in respect of, any part of its assets, business or undertaking (or any interest therein) or contract to do so; (ii) incur any indebtedness or borrowing; (iii) enter into any unusual or abnormal contract or commitment whether or not in the ordinary course of business, including (without limitation): - - making, or offering or agreeing to make, any loan; or - entering into or offering or agreeing to enter into any leasing, tenancy agreements, hire purchase or other agreement or arrangements, particularly for payment on deferred terms; (iv) create any fixed or floating charge, lien or other Encumbrance over the whole or any part of the undertaking, property or assets of the Company or grant or issue any mortgages, charges, debentures or other securities for money or redeem any such securities or create, give or assume any guarantees or indemnities for or otherwise secure the liabilities or obligations of any person or corporation; (v) alter the share capital of the Company; (vi) create, allot or issue any shares or other securities out of the capital of the Company or create, issue or grant any option over or right to acquire any additional shares or other securities of the Company or in respect of any class of share or loan capital; (vii) grant or issue any mortgages, charges, debentures or other securities for money or redeem any such securities or give any guarantees or indemnities; (viii) enter into any employment contracts, or make any change in the terms and conditions of employment or pension benefits of any of its directors or employees or employ or terminate the employment of any person; (ix) in any other way depart from the ordinary and proper course of its day-to-day business either as regards the natural scope or the manner of conducting the same; (x) [agree to any renewal, extension or variation of the Tenancy Agreement (except upon the request of the Purchaser);] or (xi) agree to any variation or termination of contracts entered into between the Company and its clients, agencies, partners, business affiliates or otherwise (except upon the request of the Purchaser); and (b) the Vendor shall not and shall not offer or agree to: - (i) dispose of any interest in, grant any option or right of pre-emption over, or mortgage, charge of otherwise encumber the Sale Share or the Sale Debt or any part thereof; (ii) permit the Company to pass any resolution the result of which will be the winding up, liquidation or receivership of the Company, or make any composition or arrangement with its creditors; nor (iii) do or omit to do or cause or allow to be done or omitted to be done any act or thing which would result (or be likely to result) in a breach of any of the Warrantiesunreasonably withheld.

WARRANTIES AND UNDERTAKINGS. 6.1 The Vendor hereby 8.1 Cxxxxxx warrants to Kxxxxxxx that: 8.1.1 it is the legal and represents to beneficial owner of the Purchaser that all the Warranties are true and accurate in all respects and not misleading in any respect as at the date of this Agreement and will continue to be so up to and including the time of Completion. The Vendor acknowledges Option Shares; 8.1.2 that the Purchaser Option Shares are free of any option, charge, lien, equity, encumbrance, rights of pre-emption or any other third party right (other than the Options); and 8.1.3 that it has full power and authority to grant an option in entering into this Agreement is relying on such representations, warranties respect of the same upon the terms and undertakings and that the Purchaser shall be entitled to treat them as conditions of this Agreement. 6.2 The Vendor hereby undertakes that it will at all times indemnify 8.2 Cxxxxxx shall not, prior to the Purchaser against any loss exercise or damage suffered by the Purchaser as a result of any breach expiry of the Warranties. 6.3 Each of the Warranties is without prejudice to any other Warranty and, except where expressly stated otherwise, no provision in any Warranty contained in this Agreement shall govern or limit the extent or application of any other Warranty. 6.4 Each of the Warranties is made or given to the best of the information, knowledge Options and belief of the Vendor. 6.5 The Vendor acknowledges that the Warranties are not qualified by the Purchaser’s due diligence or by anything discovered, or that could have been discovered, from the materials made available by the Vendor, save to the extent such matter is fully and accurately disclosed by the Vendor in writing to the Purchaser prior to Completion and accepted by the Purchaser. 6.6 The Vendor hereby undertakes that prior to Completion Date and in the absence of the prior written consent of the Purchaser that: - (aif appropriate) the Vendor shall procure that the Company and the sole director of the Company shall not and shall not offer or agree to: - (i) sellCompletion, transfer, lease, license or in any other way dispose of, or grant any option or right of pre-emption in respect of, any part of its assets, business or undertaking (or any interest therein) or contract to do so; (ii) incur any indebtedness or borrowing; (iii) enter into any unusual or abnormal contract or commitment whether or not in the ordinary course of business, including (without limitation): - - making, or offering or agreeing to make, any loan; or - entering into or offering or agreeing to enter into any leasing, tenancy agreements, hire purchase or other agreement or arrangements, particularly for payment on deferred terms; (iv) create any fixed or floating charge, lien pledge or other Encumbrance over encumber in any way its interests in any Company Shares where such action would result in it holding such number of Company Shares as is less than the whole or any part number of the undertaking, property or assets Option Shares then remaining subject to the Options. 8.3 At the date of this Agreement the Option Shares represent approximately 12 per cent. (rounded to the nearest whole number) of the Company or grant or issue any mortgages, charges, debentures or other securities for money or redeem any such securities or create, give or assume any guarantees or indemnities for or otherwise secure the liabilities or obligations of any person or corporation; (v) alter the issued ordinary share capital of the Company;. (vi) create8.4 Cxxxxxx shall procure that the Warranties will not be untrue, allot misleading or issue any shares breached if they were repeated on a continuing basis until the exercise or other securities out expiry of the capital Options and (if appropriate) Completion, and the Warranties shall be deemed to be given by Cxxxxxx on a continuing basis until the exercise or expiry of the Company Options and (if appropriate) Completion as well as at the time of this Agreement, provided that the Warranties shall not apply to any Option Shares which have been transferred to Knutsson (or createits nominee (if applicable)) or been the subject of any Alternative Completion, issue or grant any option over or right to acquire any additional shares or other securities in each case in accordance with the terms of the Company or this Agreement. 8.5 The rights and remedies of Kxxxxxxx in respect of any class of share or loan capital; (vii) grant or issue any mortgages, charges, debentures or other securities for money or redeem any such securities or give any guarantees or indemnities; (viii) enter into any employment contracts, or make any change in the terms and conditions of employment or pension benefits of any of its directors or employees or employ or terminate the employment of any person; (ix) in any other way depart from the ordinary and proper course of its day-to-day business either as regards the natural scope or the manner of conducting the same; (x) [agree to any renewal, extension or variation of the Tenancy Agreement (except upon the request of the Purchaser);] or (xi) agree to any variation or termination of contracts entered into between the Company and its clients, agencies, partners, business affiliates or otherwise (except upon the request of the Purchaser); and (b) the Vendor shall not and shall not offer or agree to: - (i) dispose of any interest in, grant any option or right of pre-emption over, or mortgage, charge of otherwise encumber the Sale Share or the Sale Debt or any part thereof; (ii) permit the Company to pass any resolution the result of which will be the winding up, liquidation or receivership of the Company, or make any composition or arrangement with its creditors; nor (iii) do or omit to do or cause or allow to be done or omitted to be done any act or thing which would result (or be likely to result) in a breach of any of the Warranties will not be affected by Completion, by any investigation made by or on behalf of Kxxxxxxx into the affairs of the Company, by the giving of any time or other indulgence by Kxxxxxxx to any person, by Kxxxxxxx rescinding or not rescinding this Agreement, or by any other cause whatsoever except a specific waiver or release by Kxxxxxxx in writing; and any such waiver or release will not prejudice or affect any remaining rights or remedies of Kxxxxxxx. 8.6 Save for the Warranties, Cxxxxxx gives no other warranties or representations to Kxxxxxxx. 8.7 Neither Party shall be liable to the other for indirect or consequential loss or damage howsoever arising, or for any loss (whether direct or indirect or consequential) of profits.