Common use of Warranties Clause in Contracts

Warranties. 8.1 The Sellers represent and warrant jointly and severally to the Buyer in the terms set out in Schedule 5 and each party acknowledges that the terms of Schedule 5 and this clause 8 are in the circumstances fair and reasonable. 8.2 The Warranties are given subject to matters fully, fairly and accurately disclosed in sufficient detail to enable the Buyer to understand their nature and scope in the Disclosure Letter (‘Disclosed’) but no other information of which the Buyer has actual, constructive or imputed knowledge and no investigation or enquiry made by or on behalf of the Buyer shall modify or discharge the Sellers’ liability under the Warranties in any way and the provisions of section 6(2) of the Law of Property (Miscellaneous Provisions) Xxx 0000 are hereby excluded. 8.3 In so far as the Warranties relate to matters of fact, they shall constitute representations in reliance upon which the Buyer has entered into this Agreement. 8.4 Each of the Warranties is a separate representation or warranty and shall not be restricted in its extent or application by the terms of any of the other Warranties or by any other term of this Agreement. 8.5 Each of the Sellers undertakes with the Buyer that - (a) each of the Warranties shall remain true and accurate on each day up to and including the Completion Date as if any express or implied reference in Schedule 5 to the date of this Agreement were a reference to the Completion Date; and (b) it shall immediately disclose to the Buyer in writing any matter which becomes known to it before Completion and which gives rise, or might give rise, to a claim under the Warranties or which would materially affect the willingness of a prudent purchaser for value to purchase the Shares on the terms of this Agreement. 8.6 If any of the Warranties shall prove to be untrue or misleading, the Sellers shall, without prejudice to any other right or remedy which may be available to the Buyer, pay to the Buyer (or to the relevant member of the Buyer’s Group) on demand - (a) the amount by which the value of the Shares is less than it would have been had such Warranty been true and not misleading; or (b) the amount necessary to put the Company and any member of the Buyer’s Group into the position it would have been in had such Warranty been true and not misleading; together with the amount of all costs and expenses (including legal and other professional fees and expenses, the costs of management time and all other consequential losses whether directly or indirectly arising) incurred directly or indirectly by the Buyer (or any member of the Buyer’s Group) or the Company which it would not have incurred had such Warranty been true and not misleading. 8.7 Each of the Sellers hereby waives any right which it may have in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by any director, officer or employee of the Company for the purpose of assisting the Sellers to give any of the Warranties or to prepare the Disclosure Letter.

Warranties. 8.1 The Sellers represent 9.1 In terms of the provisions of the Consumer Protection Act, 19 of 2008, it is recorded that the Purchaser has the right to receive goods (in this instance the Property) that:- 9.1.1 are reasonably suitable for the purposes for which the goods are generally intended; 9.1.2 are of good quality, in good working order and warrant jointly free of defects; 9.1.3 comply in general with the requirements and severally standards contemplated in Section 55 of the Consumer Protection Act; and the Purchaser accordingly acknowledges and records that she has satisfied herself, having inspected the goods and having regard to the Buyer intended use of the goods for residential purposes, that the provisions of the Consumer Protection Act has been complied with in all respects. 9.2 The Purchaser having satisfied herself as to the terms state of the Property shall be deemed to have accepted the dwelling in good order and condition. 9.3 Save as specifically set out in Schedule 5 this agreement, the Seller has made no representation and each party given no warranties in respect of the subject matter of this agreement or in respect of anything relating thereto and this sale is accordingly voetstoots. 9.4 The Seller warrants and acknowledges that he/it is not aware of any special levies that have been raised, or will be raised, after signature of this Agreement but prior to registration of the Property. In the event that a special levy is raised, by way of a special resolution passed by the trustees of the body corporate, after date of signature of this Agreement but prior to registration of the Property, it is agreed that the special levy will be paid: * jointly by the Seller and Purchaser, on a pro-rata basis according to date of registration, if possible/on an equal basis/by the Seller/by the Purchaser. 9.5 Levies and Special Levy (if any) (a) All amounts payable to the Body Corporate in terms of Schedule 5 Section 37(1) of the Sectional Titles Act of 1986 (Levies) shall be payable by the Purchaser from date of Transfer and where applicable a pro-rata share in relation to a given month. Any Special Levy so authorised by the Body Corporate has been disclosed by the Seller to the Purchaser (b) If the Trustees, after registration of transfer imposes a special levy to meet expenses which have been underestimated for any period up to the date of registration of transfer, the Seller shall refund to the Purchaser such amount when it becomes payable by the Purchaser. If after acceptance hereof but before transfer is effected, the Trustees passes any resolution imposing a special levy to cater for any future improvements to the scheme the Purchaser shall be liable for the payment thereof. The Seller warrants that he is not aware of any such pending resolution. 9.6 The Seller hereby discloses that a real right of extension over the scheme, is registered in favour of the Body Corporate/Developer and the Purchaser is hereby informed of such right accordingly, in compliance with section 25 (14) of Act 95 of 1986. 10.1 If the Purchaser acts as trustee for a company, close corporation or other legal person to be formed, and such entity is not formed within 30 (Thirty) days of the conclusion of this clause 8 are agreement, or the entity does not ratify this agreement within 30 (Thirty) days of the conclusion thereof, the trustee shall be personally liable for all the obligations of the Purchaser in terms of this agreement, and the agreement will be regarded as entered into in the circumstances fair and reasonable. 8.2 The Warranties are given subject to matters fully, fairly and accurately disclosed in sufficient detail to enable personal capacity of the Buyer to understand their nature and scope in the Disclosure Letter (‘Disclosed’) but no other information of which the Buyer has actual, constructive or imputed knowledge and no investigation or enquiry made by person who signed this agreement as Purchaser or on behalf of the Buyer shall modify or discharge Purchaser. 10.2 If the Sellers’ liability under Purchaser acts as representative of a third party and fails to disclose the Warranties in any way name of her principal and the provisions furnish written proof of section 6(2her mandate within 24 (Twenty Four) hours of the Law conclusion of Property (Miscellaneous Provisions) Xxx 0000 are hereby excluded. 8.3 In so far as this agreement, and/or her principal does not ratify this agreement within the Warranties relate to matters of factaforementioned period, they shall constitute representations in reliance upon which the Buyer has entered into this Agreement. 8.4 Each representative will be personally liable for all the obligations of the Warranties is a separate representation or warranty and shall not be restricted Purchaser in its extent or application by the terms of any of the other Warranties or by any other term of this Agreement. 8.5 Each of the Sellers undertakes with the Buyer that - (a) each of the Warranties shall remain true and accurate on each day up to and including the Completion Date as if any express or implied reference in Schedule 5 to the date of this Agreement were a reference to the Completion Date; and (b) it shall immediately disclose to the Buyer in writing any matter which becomes known to it before Completion and which gives rise, or might give rise, to a claim under the Warranties or which would materially affect the willingness of a prudent purchaser for value to purchase the Shares on the terms of this Agreement. 8.6 If any agreement, and the agreement will be regarded as entered into in the personal capacity of the Warranties shall prove to be untrue person who signed this agreement as Purchaser or misleading, the Sellers shall, without prejudice to any other right or remedy which may be available to the Buyer, pay to the Buyer (or to the relevant member on behalf of the Buyer’s Group) on demand - (a) the amount by which the value of the Shares is less than it would have been had such Warranty been true and not misleading; or (b) the amount necessary to put the Company and any member of the Buyer’s Group into the position it would have been in had such Warranty been true and not misleading; together with the amount of all costs and expenses (including legal and other professional fees and expenses, the costs of management time and all other consequential losses whether directly or indirectly arising) incurred directly or indirectly by the Buyer (or any member of the Buyer’s Group) or the Company which it would not have incurred had such Warranty been true and not misleadingPurchaser. 8.7 Each of the Sellers hereby waives any right which it may have in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by any director, officer or employee of the Company for the purpose of assisting the Sellers to give any of the Warranties or to prepare the Disclosure Letter.

Warranties. 8.1 5.1 The Sellers represent Vendor hereby represents and warrant jointly and severally warrants to the Buyer in Purchaser (for itself and for the terms benefit of its successors and assignors) that the warranties set out in Schedule 5 and each party acknowledges that the terms of Schedule 5 and this clause 8 below ("Warranties") are in the circumstances fair and reasonable. 8.2 The Warranties are given subject to matters fully, fairly and accurately disclosed in sufficient detail to enable the Buyer to understand their nature and scope in the Disclosure Letter (‘Disclosed’) but no other information of which the Buyer has actual, constructive or imputed knowledge and no investigation or enquiry made by or on behalf of the Buyer shall modify or discharge the Sellers’ liability under the Warranties in any way and the provisions of section 6(2) of the Law of Property (Miscellaneous Provisions) Xxx 0000 are hereby excluded. 8.3 In so far as the Warranties relate to matters of fact, they shall constitute representations in reliance upon which the Buyer has entered into this Agreement. 8.4 Each of the Warranties is a separate representation or warranty and shall not be restricted in its extent or application by the terms of any of the other Warranties or by any other term of this Agreement. 8.5 Each of the Sellers undertakes with the Buyer that - (a) each of the Warranties shall remain true and accurate on each day up to in all respects as at the time of Completion:- (1) the Sale Shares are fully paid or credited as fully paid and including the Completion Date are as if any express or implied reference in Schedule 5 to at the date of this Agreement were a reference to beneficially owned by the Completion DateVendor free from all Encumbrances and upon Completion, the legal and beneficial ownership of the Sale Shares will be vested in the Purchaser or, as the case may be, its nominees free from all Encumbrances together with all rights now or attaching thereto with effect from Completion; and (b2) it shall immediately disclose to following Completion, the Buyer in writing any matter which becomes known to it before Completion and which gives rise, or might give rise, to a claim under Purchaser will become the Warranties or which would materially affect sole shareholder of Jointland beneficially holding not less than 50.5% of the willingness total issued share capital of a prudent purchaser for value to purchase the Shares on the terms of this AgreementJointland. 8.6 If any of 5.2 The Vendor agrees to fully indemnify and keep the Warranties shall prove to be untrue or misleading, the Sellers shall, without prejudice to any other right or remedy which may be available to the Buyer, pay to the Buyer (or to the relevant member of the Buyer’s Group) Purchaser and its assigns fully indemnified on demand and on a dollar- (a) the amount by which the value of the Shares is less than it would have been had such Warranty been true for-dollar basis from and not misleading; or (b) the amount necessary to put the Company and any member of the Buyer’s Group into the position it would have been in had such Warranty been true and not misleading; together with the amount of against all losses, liabilities damages, costs and expenses (including legal expenses) which the Purchaser and other professional fees and expenses, the costs its assigns may incur or sustain from or in consequence of management time and all other consequential losses whether directly or indirectly arising) incurred directly or indirectly by the Buyer (or any member of the Buyer’s Group) or the Company which it would not have incurred had such Warranty been true and not misleading. 8.7 Each of the Sellers hereby waives any right which it may have in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by any director, officer or employee of the Company for the purpose of assisting the Sellers to give any of the Warranties not being correct or fully complied with. This indemnity shall be without prejudice to prepare any other rights and remedies of the Disclosure LetterPurchaser and its assigns in relation to any such breach of Warranties and all such rights and remedies are hereby expressly reserved. 5.3 The Vendor acknowledges that the Purchaser in entering into this Agreement is relying on such Warranties. The Warranties shall survive Completion, but the Vendor shall not be liable for any claim in respect of the Warranties and this Agreement unless the Vendor shall have received from the Purchaser written notice of such claim specifying in reasonable details the event or default to which the claim relates and the nature of the breach and (if capable of being quantified at that time) the amount claimed not later than the date falling on the expiry of 18 months from the date of Completion (the "Warranties Expiry Date"). 5.4 Notwithstanding any provision herein, the liability of the Vendor in connection with the Warranties and this Agreement shall cease on the Warranties Expiry Date except in respect of the matters which have been the subject of a bona fide claim in writing notified to the Vendor in compliance with Clause 5.3 as before such date.

Warranties. 8.1 4.1. The Sellers represent and Warrantors severally warrant jointly and severally to the Buyer in the terms set out in Schedule 5 and each party acknowledges Imperial College that the terms of Schedule 5 and this clause 8 are in the circumstances fair and reasonable. 8.2 The Warranties are given subject to matters fully, fairly and accurately disclosed in sufficient detail to enable the Buyer to understand their nature and scope in the Disclosure Letter (‘Disclosed’) but no other information of which the Buyer has actual, constructive or imputed knowledge and no investigation or enquiry made by or on behalf of the Buyer shall modify or discharge the Sellers’ liability under the Warranties in any way and the provisions of section 6(2) of the Law of Property (Miscellaneous Provisions) Xxx 0000 are hereby excluded. 8.3 In so far as they are each aware, and save as Disclosed, each of the Warranties relate to matters is true and accurate in all respects as at the date of fact, they shall constitute representations in reliance upon which the Buyer has entered into this Agreement. 8.4 4.2. Each of the Warranties is shall be construed as a separate representation or and independent warranty and (save where expressly provided to the contrary) shall not be limited or restricted in its extent by reference to or application by the terms of any of the other Warranties or by inference from any other term of this AgreementAgreement or any other Warranty. 8.5 4.3. Each of the Sellers undertakes Warrantors shall, as soon as reasonably practicable by notice in writing to Imperial College and the Board, disclose (with sufficient details to identify the Buyer that - (a) each nature and scope of the Warranties shall remain true and accurate on each day up to and including the Completion Date as if any express or implied reference in Schedule 5 to the date of matter disclosed) anything which they are actually aware gives grounds for a Claim by Imperial College under this Agreement were a reference to the Completion Date; and (b) it shall immediately disclose to the Buyer in writing any matter which becomes known to it before Completion and which gives rise, or might give rise, to a claim under the Warranties or which would materially affect the willingness of a prudent purchaser for value to purchase the Shares on the terms of this AgreementClause 4. 8.6 If 4.4. The rights and remedies of Imperial College in respect of any of the Warranties Claim shall prove continue to be untrue or misleading, the Sellers shall, without prejudice to any other right or remedy which may be available to the Buyer, pay to the Buyer (or to the relevant member of the Buyer’s Group) on demand - (a) the amount by which the value of the Shares is less than it would have been had such Warranty been true and not misleading; or (b) the amount necessary to put the Company and any member of the Buyer’s Group into the position it would have been in had such Warranty been true and not misleading; together with the amount of all costs and expenses (including legal and other professional fees and expenses, the costs of management time and all other consequential losses whether directly or indirectly arising) incurred directly or indirectly by the Buyer (or any member of the Buyer’s Group) or the Company which it would not have incurred had such Warranty been true and not misleadingsubsist notwithstanding Completion. 8.7 4.5. Each of the Sellers Warrantors hereby waives any right and all claims which it may any of them might otherwise have in respect of any misrepresentation, inaccuracy in or omission in or from any information or advice supplied or given by any directorthe Company or its officers, officer employees or employee advisers to enable them to give the Warranties. 4.6. The limitations on liability set out in Clause 5 shall apply in respect of the Company for the purpose of assisting the Sellers to give any liability of the Warrantors in respect of all Claims provided that no provision of Clause 5 shall apply to limit or exclude the liability of any particular Warrantor in circumstances of fraud or dishonesty by such Warrantor. 4.7. Where any statement in the Warranties is qualified by reference to the knowledge, awareness or belief of the Warrantors, the Warrantors shall (in addition to prepare their actual awareness) be deemed to be aware of all matters which they would have known (or in the Disclosure Lettercase of the Company, that the Board would have known) if they had made reasonable enquiry. 4.8. Subject to Clause 5.1, if any deduction or withholding is required by law to be made from any sum payable by the Warrantors pursuant to any Claim, each of the Warrantors shall be obliged to pay to Imperial College such sum as will, after the deduction or withholding has been made, leave Imperial College with the same amount as Imperial College would have been entitled to receive in the absence of any such requirement to make a deduction or withholding. 4.9. If any sum paid to Imperial College pursuant to any Claim is or will be chargeable to Tax the Warrantors shall be obliged to pay such further sums as will, after payment of the Tax, leave a sum equal to the amount that would otherwise have been payable if Tax had not been so chargeable.

Warranties. 8.1 The Sellers represent and warrant jointly and 7.1 Each of the Warrantors acknowledges that the Buyer is entering into this agreement on the basis of the Warranties. 7.2 Each of the Warrantors severally warrants to the Buyer that each of the Title Warranties is true, accurate and not misleading on the Completion Date in respect of himself and in respect of those Sale Shares or Option Shares, as applicable, held by him, her or it, except as Disclosed. 7.3 Subject to clause 7.4, each of the terms Warrantors severally and proportionately warrant to the Buyer that each Warranty (other than the Title Warranties to which the provisions of clause 7.2 apply) is true, accurate and not misleading on the date of this Agreement, except as Disclosed. 7.4 The liability of the Warrantors under this clause 7 and the Warranties shall be subject to the limitations set out in Schedule 5 and each party acknowledges that the terms of Schedule 5 and this clause 8 are in the circumstances fair and reasonable8. 8.2 7.5 The Warranties are given deemed to be repeated on the Completion Date, subject to any matters fullyDisclosed in any Supplemental Disclosure Letter, fairly and accurately disclosed by reference to the facts then existing. Any reference made to the date of this agreement (whether express or implied) in sufficient detail relation to enable any Warranty (other than warranty 4.1) shall be construed, in connection with the repetition of the Warranties, as a reference to the date of such repetition. The Warrantors shall be entitled to Disclose any matter arising during the Interim Period against any of the Warranties given as at the Completion Date through the delivery of the Supplemental Disclosure Letter to the Buyer at Completion. 7.6 Each of the Warrantors shall use all reasonable endeavours to understand their ensure that the Company does not do anything during the Interim Period which would be materially inconsistent with any of the Warranties, breach any Warranty or cause any Warranty to be untrue or misleading. 7.7 If at any time during the Interim Period any of the Warrantors becomes aware that a Warranty has been breached, is untrue or misleading, or has a reasonable expectation that any of those things might occur, it severally agrees that it shall, as soon as reasonably practicable, notify the Buyer of the relevant occurrence summarizing the nature of the matter in so far as it is known to that Warrantor. 7.8 Warranties qualified by the expression “so far as the Warrantors are aware” or any similar expression are deemed to be given to the best of the knowledge, information and scope belief of each of the Warrantors after they have made due and careful enquiries having regard to the subject matter of the relevant Warranty of the Directors (as listed in Schedule 2) and each of Xxxxx X’Xxxxxxxx and Xxxxxxx Xxxxxx. 7.9 Each of the Disclosure Letter (‘Warranties is separate and, unless otherwise specifically provided, is not limited by reference to any other Warranty or any other provision in this agreement. 7.10 With the exception of the matters Disclosed’) but , no other information of which the Buyer and/or its agents and/or its advisers has actual, constructive or imputed knowledge and no investigation shall prejudice any Claim or enquiry made Tax Warranty Claim or reduce any amount recoverable thereunder. 7.11 Each of the Warrantors agrees that the supply of any information by the Company or by or on behalf of any of its employees, directors, agents or officers (the “Officers”) to the Sellers or their advisers in connection with the Warranties, the information Disclosed in the Disclosure Letter or otherwise shall not constitute a warranty, representation or guarantee as to the accuracy of such information in favour of the Warrantors. The Warrantors unconditionally and irrevocably waive all and any rights and claims that they may have against the Company or the Officers on whom the Warrantors have, or may have, relied in agreeing the terms of this agreement, and further undertakes to the Buyer not to make any such claims. 7.12 Each of the Warrantors agrees that, subject to the repayment of the Outstanding Company Indebtedness, the sale of their Material Sale Shares or Material Option Shares (as the case may be) pursuant to the terms of this agreement shall be deemed to terminate any existing rights they may have against the Company, whether pursuant to the terms of the Investment Agreement, in their capacity as shareholder or optionholder or otherwise as a holder of securities in the Company, including, without limitation, any rights of pre-emption they may have over the transfer or issuance of any Ordinary Shares or other securities in the Company. 7.13 Each of the Warrantors agrees that on the Completion Date they shall unconditionally and irrevocably waive all and any rights that they may have against the Company and further undertakes to the Buyer not to make any such claims, save in respect of any unpaid salary, fees, commissions or bonuses due at Completion under any document Disclosed. 7.14 The rights and remedies of the Buyer in respect of any Claim, any Tax Warranty Claim or any Tax Covenant Claim shall not be affected by Completion but the Buyer shall modify have no right to rescind or discharge the Sellers’ liability under the Warranties in any way terminate this agreement after Completion and the provisions Buyer’s sole remedy for breach of section 6(2) any Warranty shall be against the Warrantors in damages subject to the limitations contained in this agreement. 7.15 The Buyer and the Guarantor warrant to the Material Sellers and the Material Optionholders that: 7.15.1 the execution and delivery of this agreement and the other documents referred to in it and the completion of the Law transactions contemplated hereby, have, where required, been duly and validly authorised and no other proceedings or actions on the part of Property (Miscellaneous Provisions) Xxx 0000 the Buyer and/or the Guarantor are hereby excluded.necessary to authorise this agreement and the other documents referred to in it or to complete the transactions contemplated herein; and 8.3 In so far as 7.15.2 the Warranties relate execution and delivery by the Buyer and the Guarantor of this agreement and the documents referred to matters of fact, they in it in compliance with their respective terms shall not breach or constitute representations in reliance upon a default under any agreement or instrument to which the Buyer has entered into this Agreementor the Guarantor is a party or by which either of them us bound or any order, judgment, decree or other restriction applicable to the Buyer or the Guarantor. 8.4 Each 7.16 The Buyer and the Guarantor confirm to the Material Sellers and the Material Optionholders that they are not, as at the date of this agreement aware (based on the Warranties is Buyer’s and the Guarantor’s actual awareness by reference to the facts in existence at the date of this agreement, and without having made any enquiry, other than pursuant to the financial and legal due diligence undertaken in connection with the Transaction) of any matter that would cause the Buyer to bring a separate representation Claim, Tax Warranty Claim or warranty and Tax Covenant Claim; provided that the Buyer shall not be restricted in its from bringing any Claim, Tax Warranty Claim or Tax Covenant Claim to the extent or application by the terms that any matter of any of the other Warranties or by any other term of this Agreement. 8.5 Each of the Sellers undertakes with which the Buyer that - (a) each of the Warranties shall remain true and accurate on each day up to and including the Completion Date Guarantor are aware as if any express or implied reference in Schedule 5 to at the date of this Agreement were a agreement which they did not know (based on the Buyer’s and the Guarantor’s actual awareness by reference to the Completion Date; and (b) it shall immediately disclose facts in existence at the date of this agreement, and without having made any enquiry or taken any advice, other than pursuant to the Buyer financial and legal due diligence undertaken in writing connection with the Transaction) would cause a Claim, Tax Warranty Claim or Tax Covenant Claim results (directly or indirectly) in any matter which becomes known loss, damage, expense, cost or liability of any kind whatsoever to it before Completion and which gives risethe Company, or might give rise, to a claim under the Warranties or which would materially affect the willingness of a prudent purchaser for value to purchase the Shares on the terms of this Agreement. 8.6 If any asset of the Warranties shall prove to be untrue or misleadingCompany, the Sellers shall, without prejudice to any other right or remedy which may be available to the Buyer, pay to any asset of the Buyer (or to the relevant member of the Buyer’s Group) on demand - (a) the amount by Guarantor which the value of the Shares is less than it would have been had such Warranty been true and not misleading; or (b) the amount necessary to put the Company and any member of the Buyer’s Group into the position it would have been in had such Warranty been true and not misleading; together with the amount of all costs and expenses (including legal and other professional fees and expenses, the costs of management time and all other consequential losses whether directly or indirectly arising) incurred directly or indirectly by enable the Buyer (to bring a Claim, Tax Warranty Claim or any member of the Buyer’s Group) or the Company which it would not have incurred had such Warranty been true and not misleadingTax Covenant Claim. 8.7 Each of the Sellers hereby waives any right which it may have in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by any director, officer or employee of the Company for the purpose of assisting the Sellers to give any of the Warranties or to prepare the Disclosure Letter.

Warranties. 8.1 The 6.1 Each of the Sellers represent severally warrants to the Buyer in relation to itself or himself only, and warrant jointly not in relation to any other Seller, in the terms of the Title Warranties, subject to the exclusions, limitations and qualifications set out in this clause 6 and Schedule 7. 6.2 Each of the Warrantors severally and proportionately, in the Agreed Proportions, warrants to the Buyer in the terms set out of the Business Warranties subject to: (a) each and any matter fairly disclosed or referred to in Schedule 5 and each party acknowledges that the Disclosure Letter, the Disclosure Documents or provided for under the terms of Schedule 5 and this clause 8 are in the circumstances fair and reasonable. 8.2 The Warranties are given subject Agreement provided such matters will be treated as fairly disclosed or referred to matters fully, fairly and accurately disclosed in sufficient detail to enable the Buyer to understand their nature and scope in the Disclosure Letter or Disclosure Documents only to the extent that such disclosure is sufficient to enable a reasonable buyer to make an informed assessment of the matter purported to be disclosed after taking appropriate advice upon the relevant Warranty and the disclosure; (‘Disclosed’b) but no other any information of which obtained by the Buyer has actual, constructive or imputed knowledge and no any of its advisers during the course of any investigation (whether authorised by the Sellers or enquiry made not) by or on behalf of the Buyer shall modify or discharge into the Sellers’ liability under the Warranties in any way and the provisions of section 6(2) affairs of the Law Group Companies and any other information of Property (Miscellaneous Provisions) Xxx 0000 are hereby excluded. 8.3 In so far as the Warranties relate to matters of fact, they shall constitute representations in reliance upon which the Buyer or any other member of the Buyer's Group may have actual or constructive knowledge (all such information being deemed to be disclosed to the Buyer); and (c) the exclusions, limitations and qualifications set out in this clause 6 and Schedule 7. 6.3 Each of the Title Warranties and the Business Warranties shall be construed as a separate and independent warranty and, subject to clauses 6.1 and 6.2 and where this Agreement expressly provides otherwise, each Title Warranty and each Business Warranty is not limited by the other provisions of this Agreement, including the other Title Warranties and Business Warranties. 6.4 The Buyer acknowledges that it does not rely on and has entered not been induced to enter into this Agreement on the basis of any indemnities, warranties, representations, covenants, undertakings, or other assurances or statements whatsoever, other than those expressly set out in this Agreement and acknowledges that none of the Sellers and none of the Group Companies nor any of their agents, officers or employees have given any indemnities, warranties, representations, covenants, undertakings, or other assurances or statements other than those expressly set out in this Agreement. 8.4 Each 6.5 Subject to clause 11.6, the sole remedy of the Warranties is a separate representation or warranty and shall not be restricted in its extent or application by the terms Buyer for any breach of any of the other Warranties or by and any other term breach of this AgreementAgreement by the Sellers shall be an action for damages. The Buyer shall not be entitled to rescind or terminate this Agreement in any circumstances whatsoever, other than any such entitlement arising due to fraudulent misrepresentation. 8.5 Each of 6.6 Where any Business Warranty is qualified by the Sellers undertakes with the Buyer that - (a) expression "so far as each of the Warranties Warrantors is aware" or any expression having a similar effect, that Business Warranty shall remain true and accurate on each day up be deemed to and including include an additional statement that it has been made after reasonable enquiry by the Completion Date as if any express or implied reference in Schedule 5 to the date of this Agreement were a reference to the Completion Date; andWarrantors. (b) it 6.7 Each Seller shall immediately promptly disclose to the Buyer in writing any matter or thing which arises or of which it becomes known aware after entering into this Agreement which is inconsistent with or a breach of any of the Title Warranties given by it or which might render any of the Title Warranties misleading. 6.8 Each Warrantor shall promptly disclose to the Buyer any matter or thing which arises or of which it before Completion and becomes aware after entering into this Agreement which gives rise, is inconsistent with or might give rise, to a claim under breach of any of the Business Warranties or which would materially affect the willingness of a prudent purchaser for value to purchase the Shares on the terms of this Agreement. 8.6 If might render any of the Business Warranties misleading. 6.9 The Sellers shall prove to be untrue or misleading, not (if a claim is made against any of them in connection with the Sellers shall, without prejudice to any other right or remedy which may be available sale of the Shares to the Buyer) make any claim against any Group Company or against any director, pay to the Buyer (employee, agent or to the relevant member officer of any Group Company on whom any of the Buyer’s Group) on demand - (a) Sellers may have relied before agreeing to any term of this Agreement or authorising any statement in the amount by Disclosure Letter. The Sellers acknowledge that they have no rights to make any such claim. This shall not prevent any Seller from claiming against any other Seller under any right of contribution or indemnity to which the value he may be entitled. The rights of the Shares is less than it would have been had such Warranty been true and not misleading; or (b) the amount necessary to put the each Group Company and any member director, employee, agent or officer of any Group Company under this clause are subject to the Buyer’s Group into the position it would have been provisions of clause 32 (rights of third parties). 6.10 Unless expressly provided otherwise in had such Warranty been true and not misleading; together with the amount of all costs and expenses (including legal and other professional fees and expensesthis Agreement, the costs of management time and all other consequential losses whether directly or indirectly arising) incurred directly or indirectly by the Buyer (or any member of the Buyer’s Group) or the Company which it would not have incurred had such Warranty been true and not misleading. 8.7 Each liability of the Sellers hereby waives any right which it may have in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by any director, officer or employee of the Company for the purpose of assisting the Sellers to give any of the Warranties or to prepare the Disclosure Lettertheir respective obligations and liabilities under this Agreement shall be several.

Warranties. 8.1 9.1 The Sellers represent and warrant jointly and severally Vendor hereby warrants to the Buyer Purchaser at the date of this Agreement and on the Effective Date: (a) in the terms set out of the ‘A’ Warranties; and (b) so far as the Vendor is aware, having made all reasonable enquiry in Schedule 5 and each party acknowledges that the circumstances in accordance with clause 9.2 below, in the terms of Schedule 5 and this clause 8 are the ‘B’ Warranties, save, in each case, to the extent that facts or circumstances fair and reasonable. 8.2 The inconsistent with the Warranties are given subject to matters fully, fairly and accurately disclosed in sufficient detail to enable the Buyer to understand their nature and scope in the Disclosure Letter (‘Disclosed’) but no other information of which or in the Buyer has actual, constructive or imputed knowledge and no investigation or enquiry made by or on behalf of the Buyer shall modify or discharge the Sellers’ liability under the Warranties in any way and the provisions of section 6(2) of the Law of Property (Miscellaneous Provisions) Xxx 0000 are hereby excluded. 8.3 In so far as the Warranties relate to matters of fact, they shall constitute representations in reliance upon which the Buyer has entered into this Agreement. 8.4 Each case of the Warranties is a separate representation that are repeated on the Effective Date only and in respect of events or warranty circumstances arising following the date of this Agreement only), the Supplementary Disclosure Letter (if any) and shall not be restricted in its extent or application by for this purpose “fairly disclosed” for the terms of any purposes of the other Warranties or by any other term of this Agreement. 8.5 Each Disclosure Letter and the Supplementary Disclosure Letter (if any) means disclosed in such manner and with such detail as to enable the Purchaser to make a reasonable assessment of the Sellers undertakes with matter concerned. For the Buyer that - (a) each purposes of the Warranties shall remain true and accurate that are repeated on each day up to and including the Completion Date as if Effective Date, any express or implied reference in Schedule 5 the Warranties to the date of this Agreement were shall be deemed replaced by a reference to the Completion Effective Date; and, (b) it 9.2 For the purposes of clause 9.1(b), the level of the Vendor’s awareness shall immediately disclose be limited only to the Buyer actual awareness of Xxxx Xxxxxxxx, Xxx Xxxxxx and Xxxxxx Xxxxxxx having made reasonable enquiry of the Key Employees (but, for the avoidance of doubt, no other enquiries). 9.3 The provisions of Schedule 6 which, among other things, negate, limit, regulate or otherwise affect the liability of the Vendor in writing relation to Claims shall remain in full force and be fully applicable in all circumstances and, in particular, notwithstanding any matter which becomes known to it before Completion and which gives rise, or might give rise, to a claim under breach of the Warranties or which would materially affect any claim against the willingness Vendor in respect of a prudent purchaser for value the Warranties, whatever its nature or consequences. 9.4 The Purchaser acknowledges and agrees that it does not rely on and has not been induced to purchase the Shares enter into this Agreement on the terms basis of any warranties, representations, covenants, undertakings, indemnities or other statements whatsoever, other than those expressly set out in this Agreement. 8.6 If Agreement and acknowledges and agrees that neither the Vendor, nor any of the Warranties shall prove to be untrue Company or misleadingits Subsidiaries, the Sellers shallnor any of their agents, advisers, respective officers or employees have given any such warranties, representations, covenants, undertakings, indemnities or other statements including, without prejudice limitation, as to the accuracy or completeness of any information and/or documentation (including, without limitation: (i) the Information Memorandum; (ii) the contents of the Disclosure Letter; (iii) the contents of the Disclosure Documents; (iv) the contents of the Data Room; (v) the Environmental Reports; (vi) the Strategic Review; (vii) the PwC Report and (viii) any forecasts, estimates, projections, statements of intent or statements of opinion) provided to or held or used by the Purchaser, any other right or remedy which may be available to the Buyer, pay to the Buyer (or to the relevant member of the BuyerPurchaser’s Group) on demand -Group or any of their respective advisers or agents (howsoever provided, held or used). (a) the amount by which the value 9.5 The sole remedy of the Shares is less than it would have been had such Warranty been true and not misleading; or (b) the amount necessary to put the Company and Purchaser for any member breach of the Buyer’s Group into the position it would have been in had such Warranty been true and not misleading; together with the amount of all costs and expenses (including legal and other professional fees and expenses, the costs of management time and all other consequential losses whether directly or indirectly arising) incurred directly or indirectly by the Buyer (or any member of the Buyer’s Group) or the Company which it would not have incurred had such Warranty been true and not misleading. 8.7 Each of the Sellers hereby waives any right which it may have in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by any director, officer or employee of the Company for the purpose of assisting the Sellers to give any of the Warranties or any other breach of this Agreement by the Vendor shall be an action for damages. The Purchaser shall not be entitled to prepare rescind or terminate this Agreement in any circumstances whatsoever, other than any such right in respect of fraudulent misrepresentation. 9.6 Any information supplied by the Company or the Subsidiaries, their officers or employees to the Vendor in connection with, or to form the basis of, the Warranties or any matter covered in the Disclosure LetterDocuments shall be deemed not to include or have included a representation, warranty or guarantee of its accuracy to the Vendor and shall not constitute a defence to the Vendor to any claim made by the Purchaser. The Vendor hereby waives any and all claims against the Company, the Subsidiaries, their officers and employees in respect of any information so supplied.

Warranties. 8.1 9.1 The Sellers represent Seller warrants and warrant jointly and severally represents to the Buyer Buyer, except as Disclosed, in the terms set out in Schedule 5 and each party acknowledges that the terms of Schedule 5 and this clause 8 are in the circumstances fair and reasonable. 8.2 The Warranties are given subject to matters fully, fairly and accurately disclosed in sufficient detail to enable the Buyer to understand their nature and scope in the Disclosure Letter (‘Disclosed’) but no other information of which the Buyer has actual, constructive or imputed knowledge and no investigation or enquiry made by or on behalf of the Buyer shall modify or discharge the Sellers’ liability under the Warranties in any way and the provisions of section 6(2) of the Law of Property (Miscellaneous Provisions) Xxx 0000 are hereby excluded. 8.3 In so far as the Warranties relate to matters of fact, they shall constitute representations in reliance upon which the Buyer has entered into this Agreement. 8.4 Each of the Warranties is a separate representation or warranty and shall not be restricted in its extent or application by the terms of any of the other Tax Warranties or by any other term of this Agreement. 8.5 Each of the Sellers undertakes with the Buyer that - (a) each of the Warranties shall remain true and accurate on each day up to and including the Completion Date as if any express or implied reference in Schedule 5 to the date of this Agreement were a reference agreement. 9.2 Without prejudice to the Completion Date; and (b) it shall immediately disclose to right of the Buyer in writing to claim on any matter which becomes known other basis or take advantage of any other remedies available to it before Completion and which gives riseit, if any Warranty or might give rise, to a claim under the Warranties Tax Warranty is breached or which would materially affect the willingness of a prudent purchaser for value to purchase the Shares on the terms of this Agreement. 8.6 If any of the Warranties shall prove proves to be untrue or misleading, the Sellers shall, without prejudice to any other right or remedy which may be available to the Buyer, Seller shall pay to the Buyer (or as it may direct): 9.2.1 an amount equal to the relevant member of the Buyer’s Group) on demand - (a) the amount by which the value of the Shares is less than it would have been had such Warranty been true and not misleading; or (b) the amount necessary to put the Company and any member each of the Subsidiaries into the position they would have been in if the Warranty or Tax Warranty had not been breached or had not been untrue or misleading; and 9.2.2 all reasonable third party costs (including the reasonable fees of the Buyer’s Group into the position it would have been in had such Warranty been true and not misleading; together with the amount of all costs and expenses (including legal and other professional fees advisers) and expenses, the costs of management time and all other consequential losses whether directly or indirectly arising) expenses reasonably incurred directly or indirectly by the Buyer (or any member Group Company as a result of such breach, or of the Buyer’s Group) Warranty or the Company which it would not have incurred had such Tax Warranty been true and not being untrue or misleading. 8.7 9.3 Warranties or Tax Warranties qualified by the expression so far as the Seller is aware or any similar expression are deemed to be given to the best of the knowledge, information and belief of the Seller after it has made due and careful enquiries of Xxxx Xxxxxxx, Xxxxx Xxxx and Xxxxx Xxxxxxxxx and of the Group’s legal advisers and auditors (including, for the avoidance of doubt, Ridouts LLP) and the knowledge, information and belief of the Seller shall be deemed to include the actual knowledge, information and belief of each such person. 9.4 The rights and remedies of the Buyer under this agreement shall not be affected, and the Warranties and the Tax Warranties shall not be regarded as being qualified by any fact, matter or information within the actual, imputed or constructive knowledge of the Buyer or of any of its agents or advisers other than a fact, matter or information that is Disclosed. 9.5 Each of the Sellers hereby waives any right which it may have in respect Warranties and Tax Warranties is separate and independent and without prejudice to the other Warranties and Tax Warranties and, unless otherwise specifically provided, the meaning and extent of any misrepresentationWarranty or Tax Warranty, inaccuracy any part of it shall not be qualified or omission limited by reference to any other Warranty or Tax Warranty or any other provision in this agreement or from give cause for a claim under the Tax Covenant. 9.6 The Seller shall ensure that neither the Company nor any information or advice supplied or given by any director, officer or employee of the Company for Subsidiaries does anything during the purpose of assisting the Sellers to give Interim Period which would be materially inconsistent with any of the Warranties or the Tax Warranties, breach any Warranty or Tax Warranty or cause any Warranty or Tax Warranty to prepare be untrue or misleading. 9.7 The Seller shall promptly notify the Disclosure LetterBuyer in writing of anything which becomes known to it prior to Completion which causes a Warranty or Tax Warranty (as given on the date of this agreement or if repeated on Completion with reference to the facts and circumstances then existing) to become inaccurate or misleading. 9.8 The Warranties and Tax Warranties are deemed to be repeated on Completion with reference to the facts and circumstances then applying. Any reference made to the date of this agreement (whether express or implied) in relation to any Warranty or Tax Warranty shall be construed, in connection with the repetition of the Warranties and the Tax Warranties, as a reference to the date of such repetition.

Warranties. 8.1 The Sellers represent and warrant jointly and severally Subject to the Buyer provisions of this Clause 8 and save as fairly disclosed under the terms of the Disclosure Letter or set out, referred to or noted in the Interests Documents, each Seller hereby warrants to the Purchaser solely in respect of those Interests identified in Part 1 of Schedule 1 to be transferred by that Seller at the date hereof in the terms set out in Schedule 5 and each party acknowledges that the terms of Schedule 5 and this clause 8 are in the circumstances fair and reasonable5. 8.2 The Purchaser hereby warrants to the Sellers at the date hereof in the terms set out in Schedule 6. 8.3 The sole remedy of the Purchaser in respect of any Relevant Claim shall be an action for damages. Save in the event of fraud by the Sellers, no right of rescission shall be available to the Purchaser by reason of any fact, matter or circumstance giving rise to a Relevant Claim. 8.4 A Seller shall not be liable for any Relevant Claim unless it shall have received from the Purchaser, as soon as practicable after the Purchaser becomes aware of the same, written notice containing reasonable details of the Relevant Claim including the Purchaser’s provisional estimate of the amount of the Relevant Claim provided always that such notice is received on or before the first anniversary of the Completion Date. If any delay by the Purchaser in notifying a Relevant Claim prejudices a Seller’s ability to avoid or mitigate its liability in respect of that Relevant Claim then the Seller’s liability to the Purchaser in respect thereof shall be reduced to the extent that the Seller is prejudiced by the delay. Any Relevant Claim made shall be deemed to have been withdrawn unless legal proceedings in respect thereof have been both issued and served on the Seller within six (6) months of the giving of such notice. 8.5 Except as set forth in Clause 8.1, neither the Sellers nor any of their Affiliates nor any officer, shareholder, director, employee, agent, consultant or representative of the Sellers or any of their Affiliates (including, without limitation, their auditors) makes any representation, warranty or undertaking, statement, opinion, information or gives any advice (including without limitation any representation, warranty, undertaking, statement, opinion, information or advice (a) communicated (orally or in writing) to the Purchaser or any Affiliate of the Purchaser or (b) made in any data, information or document communicated to the Purchaser or any Affiliate of the Purchaser or made by any officer, shareholder, director, employee, agent, consultant or representative of the Sellers or any Affiliate of the Sellers) (“Representations”) and the Purchaser acknowledges, affirms and warrants that it has not relied, and will not rely, upon any such Representation in entering into this Agreement or carrying out the transactions contemplated by this Agreement and that, where any Representation is repeated in this Agreement, all liability for misrepresentation whether negligent or innocent (but expressly excluding liability for fraudulent misrepresentation) is hereby excluded and the sole remedy of the Purchaser shall be such remedies as are set out in this Clause 8. The Purchaser hereby irrevocably and unconditionally waives any right it may have to claim damages for, or to rescind this Agreement by reason of any Representation not expressly set out in this Agreement (save in the case of fraud). Without limiting the generality of the foregoing, the Sellers make no representation or warranty as to: (i) the amounts, quality or deliverability of reserves of crude oil, natural gas or other hydrocarbons attributable to the Interests (ii) any geological, geophysical, engineering, economic or other interpretations, forecasts or evaluations, (iii) any forecast of expenditures, budgets or financial projections, or (iv) any geological formation, drilling prospect or hydrocarbon reserve. 8.6 The Sellers shall not be liable for any Relevant Claim to the extent that such Relevant Claim (or the subject matter thereof): 8.6.1 occurs or arises, or such Relevant Claim otherwise having arisen, is increased as a result of any act, matter, omission, transaction or circumstance which would not have occurred but for the passing of, or any change in, after the date hereof, any law, rule, regulation, interpretation of the law, or any administrative practice of any government, governmental department, agency, regulatory body or Person (including any passing of, or change in, any law, rule, regulation, interpretation of the law or any administrative practice as aforesaid which takes place retrospectively, or any increase in the rates of Taxation or any imposition of Taxation or any amendment to or the withdrawal of any extra-statutory concession or other practice previously made by or published by any Tax Authority (in whatever jurisdiction) and in force at the date of this Agreement); 8.6.2 occurs or arises, or such Relevant Claims otherwise having arisen, is increased as a result of any voluntary act, default, omission, transaction or arrangement after Completion by the Purchaser or any of its Affiliates; 8.6.3 occurs or arises, or such Relevant Claim otherwise having arisen is increased as a result of the Seller doing or omitting to do any act or thing at the request of or with the agreement of the Purchaser between the date of this Agreement and Completion; or 8.6.4 relates to any loss which is recoverable by the Purchaser from its insurers. 8.7 The liability of the Sellers in respect of any Relevant Claim (except a claim in respect of the Warranties are given in paragraphs 1 and 3 of Schedule 5) shall be limited as follows: 8.7.1 the Sellers shall have no liability except to the extent that the damages to which the Purchaser is entitled in aggregate exceed an amount equal to five percent (5%) (the “Claim Threshold”) of the Final Consideration provided that if the aggregate amount of Relevant Claims reaches the Claim Threshold the Purchaser shall be entitled (subject to matters fully, fairly the other provisions of this Clause 8) to recover in respect of each and accurately disclosed all such Relevant Claims and not just the excess over the Claim Threshold; and 8.7.2 the maximum aggregate liability of the Sellers in sufficient detail respect of all Relevant Claims shall not exceed an amount equal to enable one hundred percent (100%) of the Buyer to understand their nature and scope Final Consideration. 8.8 If: 8.8.1 the Purchaser becomes aware of any circumstance which may result in the Disclosure Letter (‘Disclosed’) but no Purchaser having a Relevant Claim against the Sellers as a result of or in connection with a liability or alleged liability to a third party; or 8.8.2 the Purchaser is or may be entitled by law to recover from some other information person, firm, authority or body corporate any sum in respect of which the Buyer has actualPurchaser may have a Relevant Claim, constructive the Purchaser shall promptly notify the Sellers thereof in writing and the Sellers shall be entitled (i) to take and/or require the Purchaser to take any action the Sellers might reasonably request to resist such liability or imputed knowledge and no investigation or enquiry made by or on behalf enforce such recovery (as the case may be), in both cases in the name of the Buyer shall modify or discharge Purchaser but at the cost and expense of the Sellers’ , and (ii) to have conduct of any appeal, dispute, compromise or defence of the dispute and of any incidental negotiations for the aforesaid purposes, and the Purchaser will give the Sellers all co-operation, access and assistance for the purposes of resisting such liability under or enforcing such recovery (as the Warranties in any way and case may be) as the Sellers may reasonably require PROVIDED THAT notwithstanding the provisions of section 6(2) this clause, the Purchaser shall not be obliged to take any action or do any act or thing that would in the reasonable view of the Law of Property (Miscellaneous Provisions) Xxx 0000 are hereby excludedPurchaser have a material adverse effect on their business or reputation. 8.3 In so far as 8.9 If the Warranties relate Sellers pay to matters the Purchaser an amount pursuant to a Relevant Claim and the Purchaser is entitled to recover from some other person any sum to which it would not have been or become entitled but for the circumstances giving rise to such Relevant Claim, the Purchaser shall promptly undertake all appropriate steps to enforce such recovery and shall forthwith repay to the Sellers the lesser of fact(i) the amount paid to the Purchaser by the Sellers pursuant to the Relevant Claim; and (ii) the amount recovered from the third party, they shall constitute representations in reliance each case less all costs, charges and expenses reasonably incurred by the Purchaser in obtaining (or consequent upon which obtaining) that payment and in recovering that amount from the Buyer has entered into this Agreementthird party. 8.4 Each 8.10 Nothing in this Agreement shall relieve the Purchaser of any duty, whether at common law or otherwise, to mitigate any loss or damage incurred by it in respect of any breach by the Sellers of the Warranties is a separate representation or warranty and shall not be restricted in its extent or application by the terms of any of the other Warranties or by any other term of this AgreementAgreement or in respect of its subject matter. 8.5 Each of 8.11 The Purchaser shall not be entitled to recover from the Sellers undertakes with the Buyer that - (a) each of the Warranties shall remain true and accurate on each day up to and including the Completion Date as if any express same sum or implied reference in Schedule 5 to the date of this Agreement were a reference to the Completion Date; and (b) it shall immediately disclose to the Buyer in writing any matter which becomes known to it before Completion and which gives rise, or might give rise, to a claim under the Warranties or which would materially affect the willingness of a prudent purchaser for value to purchase the Shares on the terms of this Agreement. 8.6 If any of the Warranties shall prove to be untrue or misleading, the Sellers shall, without prejudice to any other right or remedy which may be available to the Buyer, pay to the Buyer (or to the relevant member of the Buyer’s Group) on demand - (a) the amount by which the value of the Shares is less loss more than it would have been had such Warranty been true and not misleading; or (b) the amount necessary to put the Company and any member of the Buyer’s Group into the position it would have been in had such Warranty been true and not misleading; together with the amount of all costs and expenses (including legal and other professional fees and expenses, the costs of management time and all other consequential losses whether directly or indirectly arising) incurred directly or indirectly by the Buyer (or any member of the Buyer’s Group) or the Company which it would not have incurred had such Warranty been true and not misleading. 8.7 Each of the Sellers hereby waives any right which it may have once in respect of any misrepresentationRelevant Claim. 8.12 Where a warranty is qualified by the words “so far as the Seller is aware”, inaccuracy or omission in or from any information or advice supplied or given by any directorsimilar expression, officer or employee each of the Company for Sellers acknowledges that it has represented to the purpose Purchaser that such warranty has been so qualified after due enquiry of assisting the Aberdeen based Senior Management Team and Xxxxxxxx Xxxxxx, Asset Manager and that the Seller has used reasonable endeavours to ensure that the statement contained in that warranty is accurate. The Purchaser acknowledges that neither the persons referred to above nor the Sellers have any obligation to give make enquiries of any other person in relation to the Warranties. 8.13 The Purchaser acknowledges and agrees that at the time of the Warranties entering into this Agreement it does not have: 8.13.1 knowledge of any matter or to prepare thing which, save as disclosed in the Disclosure Letter, is inconsistent with the Warranties; and 8.13.2 knowledge that the matter or thing could result in a Relevant Claim, and such acknowledgement shall be binding on any person bringing a claim under or in connection with the Warranties.

Warranties. 8.1 The Sellers represent Partnership Agreement or other mutually agreed upon document will contain representations and warrant jointly warranties by the General Partner, including with respect to matters set forth in the Preliminary Compliance Due Diligence Questionnaire, the Preliminary Legal Due Diligence Questionnaire and severally as otherwise deemed applicable by UST. OPINIONS UST will receive customary opinions from counsel to the Buyer General Partner reasonably satisfactory to UST. OTHER TERM SHEETS The terms and conditions of (a) the investment by UST in Legacy Securities Public-Private Investment Funds (“PPIFs”) formed by selected sponsors and (b) the senior secured credit facilities to be provided by UST to such PPIFs (other than any Publicly Offered PPIF), will be substantially similar in all material respects, except with respect to the terms and conditions set forth under (i) “Affiliates,” “Maximum UST Capital Commitment,” “Diversification and Investment Limitations,” “Relevant Person,” “Key Person” and “Key Person Event” in the terms set out in Schedule 5 Equity Term Sheet and each party acknowledges that the terms of Schedule 5 and this clause 8 are (ii) “Maximum UST Debt Amount” in the circumstances fair Debt Term Sheet, which terms and reasonable. 8.2 conditions may be determined separately with respect to each PPIF. GOVERNING LAW The Warranties are given law of the State of Delaware (subject to matters fully, fairly and accurately disclosed in sufficient detail to enable applicable Federal law). The United States Department of the Buyer to understand their nature and scope Treasury (“UST”) has not participated in the Disclosure preparation of this [offering material] or made any representation regarding, and expressly disclaims any liability or responsibility to any investor in the [Private Vehicle] for, the accuracy, completeness or correctness of any of the materials contained herein. Without limitation of the foregoing, UST does not approve or disapprove of any tax disclosure or advice set forth herein. ***THE FOLLOWING DOES NOT CONSTITUTE A CAPITAL COMMITMENT BY UST*** LEGACY SECURITIES PUBLIC-PRIVATE INVESTMENT PARTNERSHIP SUMMARY OF INDICATIVE TERMS AND CONDITIONS OF UST DEBT1 FINANCING OVERVIEW The Borrower (as defined below) will utilize the proceeds of the Capital Commitments and the Loans (as defined below) to acquire (either directly or through subsidiaries) Eligible Assets. Concurrent with the execution of the Letter of Intent, the Borrower will have the option to elect UST leverage of up to 100% of the Capital Commitments (‘Disclosed’a “Full Turn Election”) but no other information or up to 50% of which the Buyer has actualCapital Commitments (a “Half Turn Election”) of all Partners. If the Borrower makes a Full Turn Election, constructive or imputed knowledge the Warrant Percentage will equal 2.5% and no investigation or enquiry additional debt other than the UST leverage will be permitted. If the Borrower makes a Half Turn Election, the Warrant Percentage will equal 1.5% and additional third party debt will be permitted as described below. If the Borrower has made by or a Full Turn Election, at any time after the Closing Date during the Investment Period, the Borrower may make a Half Turn Election if, concurrently with such election, the Borrower would otherwise be in compliance on behalf of the Buyer shall modify or discharge the Sellers’ liability under the Warranties in any way and a pro forma basis with the provisions of section 6(2the Credit Documentation (as defined below) that are applicable when a Half Turn Election is in effect, and the Borrower repays the Loans so that the outstanding Loans do not exceed the amount permitted to be outstanding if a Half Turn Election were then in effect. However, the Warrant Percentage will not be adjusted. The Full Turn Election will not be subsequently available if the Borrower makes a Half Turn Election. If a Half Turn Election is in effect, subject to compliance with the specified incurrence-based leverage test and the specified asset coverage test described below, the Borrower may also finance Eligible Assets using proceeds of borrowings of TALF Debt (as defined below) and proceeds of borrowings of Additional Debt (as defined below) (collectively, “Third Party Debt”). Eligible Assets financed with Third Party Debt must be financed, acquired and held through wholly owned financing subsidiaries of the Law Borrower (“Financing Subsidiaries”), which subsidiaries may be capitalized with proceeds of Property Capital Commitments and the Loans. Third Party Debt will be recourse 1 All capitalized terms used but not defined herein shall have the meaning given to them in the Legacy Securities Public-Private Investment Partnership Summary of Indicative Terms and Conditions (Miscellaneous Provisionsthe “Equity Term Sheet”). solely to the applicable Financing Subsidiary and not to the Borrower or any other Financing Subsidiary. Investment Proceeds held by the Borrower will be allocated in accordance with the Priority of Payments (as defined below) Xxx 0000 are hereby excluded. 8.3 In so far waterfall to pay certain expenses, interest on the Loans and subject to compliance with the specified incurrence-based leverage test and the specified asset coverage test described below, during the Investment Period, to acquire (including, if a Half Turn Election is in effect, through contributions to Financing Subsidiaries, to allow Financing Subsidiaries to acquire) additional Eligible Assets or to make distributions to the Partners and repay Loans. After the Investment Period, Investment Proceeds not required to pay interest and specified expenses will be allocated to repay Loans and to make distributions to Partners in accordance with an allocation formula described as the Warranties relate to matters of fact, they shall constitute representations in reliance upon which the Buyer has entered into this Agreement. 8.4 Each part of the Warranties is a separate representation or warranty Priority of Payments waterfall. Investment Proceeds received from Investments held by Financing Subsidiaries must be utilized by such entities to repay Third Party Debt to the extent required by the relevant lender and shall not be restricted in its any surplus proceeds, to the extent or application permitted by the terms of any of such Third Party Debt, must be distributed to the other Warranties or by any other term of this Agreement. 8.5 Each of the Sellers undertakes Borrower to be allocated in accordance with the Buyer that - (a) each Priority of the Warranties Payments waterfall. Asset coverage shall remain true and accurate on each day up to and including the Completion Date as if any express or implied reference in Schedule 5 to the date of this Agreement were a be calculated by reference to the Completion Date; and Market Value (bas defined below) it shall immediately disclose to of all Eligible Assets and Temporary Investments held by the Buyer in writing any matter which becomes known to it before Completion Borrower and which gives rise, or might give rise, to the Market Value of all Eligible Assets and Temporary Investments held by a claim under the Warranties or which would materially affect the willingness Financing Subsidiary net of a prudent purchaser for value to purchase the Shares on the terms of this Agreement. 8.6 If any of the Warranties shall prove to be untrue or misleading, the Sellers shall, without prejudice to any other right or remedy which may be available to the Buyer, pay to the Buyer (or to the relevant member of the Buyer’s Group) on demand - (a) the amount by which the value of the Shares is less than it would have been had such Warranty been true and not misleading; or (b) the amount necessary to put the Company and any member of the Buyer’s Group into the position it would have been in had such Warranty been true and not misleading; together with the amount of all costs Third Party Debt outstanding at such Financing Subsidiary. A third-party Valuation Agent (as defined below) will be responsible for calculation of the Market Value of Eligible Assets and expenses Temporary Investments on a monthly basis. BORROWER The Partnership (including legal and other professional fees and expensesin such capacity, the costs of management time and all other consequential losses whether directly “Borrower”). ADMINISTRATIVE AGENT AND COLLATERAL AGENT UST or indirectly arising) incurred directly or indirectly by its designee (in such capacities, the Buyer (or any member of the Buyer’s Group) or the Company which it would not have incurred had such Warranty been true and not misleading“Agent”). 8.7 Each of the Sellers hereby waives any right which it may have in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by any director, officer or employee of the Company for the purpose of assisting the Sellers to give any of the Warranties or to prepare the Disclosure Letter.

Warranties. 8.1 The Sellers represent Recipient warrants, undertakes and warrant jointly agrees that: it has all necessary resources, approvals, powers and severally expertise to deliver the Project (assuming due receipt of the Grant); it will perform its obligations under this Agreement and deliver the Project in accordance with best industry practice and shall comply with all applicable laws and regulations; it has and shall keep in place adequate procedures for dealing with any conflicts of interest; all financial and other information concerning the Recipient which has been disclosed to NCFE is to the Buyer best of the Recipient's knowledge and belief, true and accurate; all information provided to the Recipient during the application process is to the best of the Recipient's knowledge and belief, true and accurate; and it is not aware of anything in its own affairs, which it has not disclosed to NCFE which might reasonably have influenced the decision of NCFE to make the Grant on the terms set out contained in Schedule 5 this Agreement; it is the sole legal and each party acknowledges that beneficial owner of, and owns all the terms of Schedule 5 rights and this clause 8 are in interests in, the circumstances fair and reasonable. 8.2 The Warranties are given subject to matters fully, fairly and accurately disclosed in sufficient detail to enable the Buyer to understand their nature and scope in the Disclosure Letter (‘Disclosed’) but no other information of which the Buyer has actual, constructive or imputed knowledge and no investigation or enquiry made by or on behalf Recipient's Background Intellectual Property Rights; NCFE's use of the Buyer shall modify or discharge Recipient's Background Intellectual Property Rights will not infringe a third party's intellectual property rights (provided that NCFE uses the Sellers’ liability under the Warranties Recipient's Background Intellectual Property Rights in any way and the provisions of section 6(2) of the Law of Property (Miscellaneous Provisions) Xxx 0000 are hereby excluded. 8.3 In so far as the Warranties relate to matters of fact, they shall constitute representations in reliance upon which the Buyer has entered into this Agreement. 8.4 Each of the Warranties is a separate representation or warranty and shall not be restricted in its extent or application by the terms of any of the other Warranties or by any other term of this Agreement. 8.5 Each of the Sellers undertakes accordance with the Buyer that - (a) each of the Warranties shall remain true and accurate on each day up to and including the Completion Date as if any express or implied reference in Schedule 5 to the date of this Agreement were a reference to the Completion Date; and (b) it shall immediately disclose to the Buyer in writing any matter which becomes known to it before Completion and which gives rise, or might give rise, to a claim under the Warranties or which would materially affect the willingness of a prudent purchaser for value to purchase the Shares on the terms of this Agreement. 8.6 If ); exploitation of the Foreground Intellectual Property Rights by NCFE (and any of its successors or assignees) will not infringe the Warranties shall prove rights of any third party; and the Foreground Intellectual Property Rights, and any materials embodying those, are the Recipient's original work and have not been copied wholly or substantially from any other source. In the event of any complaint or dispute (which does not relate to NCFE's right to withhold Grant funds or terminate) arising between the Parties in relation to this Agreement the matter should first be untrue referred for resolution to the [INSERT ROLE] or misleadingany other individual nominated by NCFE from time to time. Should the complaint or dispute remain unresolved within 14 days of the matter first being referred to the [INSERT ROLE] or other nominated individual, as the case may be, either Party may refer the matter to the [INSERT ROLE] of NCFE and the [INSERT ROLE] of the Recipient with an instruction to attempt to resolve the dispute by agreement within 28 days, or such other period as may be mutually agreed by the Parties. In the absence of agreement under clause 18.2, the Sellers shall, without prejudice Parties may seek to any other right or remedy which may be available to resolve the Buyer, pay to matter through mediation under the Buyer CEDR Model Mediation Procedure (or to such other appropriate dispute resolution model as is agreed by both Parties). Unless otherwise agreed, the relevant member of Parties shall bear the Buyer’s Group) on demand - (a) the amount by which the value of the Shares is less than it would have been had such Warranty been true and not misleading; or (b) the amount necessary to put the Company and any member of the Buyer’s Group into the position it would have been in had such Warranty been true and not misleading; together with the amount of all costs and expenses (including legal and other professional fees and expenses, the costs of management time and all other consequential losses whether directly or indirectly arising) incurred directly or indirectly by the Buyer (or any member of the Buyer’s Group) or the Company which it would not have incurred had such Warranty been true and not misleadingmediation equally. 8.7 Each of the Sellers hereby waives any right which it may have in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by any director, officer or employee of the Company for the purpose of assisting the Sellers to give any of the Warranties or to prepare the Disclosure Letter.

Warranties. 8.1 5.1 The Sellers represent and warrant jointly and severally Vendor hereby warrants to the Buyer in Purchaser (both for themselves and as trustee for all other members of the terms set out in Schedule 5 and each party acknowledges that enlarged Group) as to the terms accuracy of Schedule 5 and this clause 8 are in the circumstances fair and reasonableWarranties. 8.2 5.2 The Warranties are given subject to matters fully, the statements of fact fairly and accurately disclosed in sufficient detail to enable the Buyer to understand their nature and scope in the Disclosure Letter (‘Disclosed’) but no other information of and which if not so disclosed would have rendered a Warranty untrue and which disclosures the Buyer has actual, constructive or imputed knowledge Vendor warrants represents and no investigation or enquiry made by or on behalf undertakes to be true and accurate and not misleading. 5.3 Each of the Buyer Warranties shall modify be a separate Warranty and shall in no way be limited or discharge reduced by reference to the Sellers’ liability under the Warranties in terms of any way and the provisions of section 6(2) of the Law of Property (Miscellaneous Provisions) Xxx 0000 are hereby excludedother Warranty. 8.3 In so far as the Warranties relate to matters of fact, they shall constitute representations in reliance upon which the Buyer 5.4 The Purchaser has entered into this Agreement. 8.4 Each Agreement on the basis of the Warranties is and in reliance on them. 5.5 The Purchaser warrants that at the date hereof it has no knowledge of any fact or matter which may render any Warranty untrue. 5.6 In the event of a separate representation or warranty and shall not be restricted in its extent or application by the terms breach of any of the other Warranties the Vendor shall not be entitled to disclaim liability therefor on the grounds that loss in respect thereof has been suffered by the relevant Group Company rather than by the Purchaser nor raise as a defence the fact (if it be the case) that the relevant Group Company and/or its employees officers agents or by advisers had or ought to have had at any other term time knowledge of this Agreementthe breach complained of. 8.5 Each 5.7 No proceedings shall be commenced in respect of the Sellers undertakes with the Buyer that - (a) each any claim for breach of the Warranties shall remain true or the Deed of Covenant unless:- 5.7.1 notice giving reasonable details of the claim: 5.7.1.1 shall, in the case of any claim other than a claim relating to Taxation, have been delivered to the Vendor by the Purchaser as soon as reasonably practicable after it has become aware of it and accurate on each day up to and including the Completion Date as if in any express or implied reference in Schedule 5 to event not later than twenty-one months after the date of this Agreement were a reference to the Completion DateCompletion; and (b) it 5.7.1.2 insofar as such breach relates to Taxation, shall immediately disclose have been delivered to the Buyer Vendor by the Purchaser as soon as reasonably practicable after it has become aware of it and in writing any matter event within seven years of the date of Completion; and 5.7.2 the amount of each claim exceeds (pound)2,500 and when aggregated with all the other claims exceeds (pound)50,000 in which becomes known event the full amount (and not only the excess) may be claimed under legal proceedings. The limitations in this Clause 5.7 and in Clauses 5.8 to it before Completion 5.10 and which gives rise5.12 shall not apply in the case of fraud by the Vendor. 5.8 The total amount of the liability in respect of any and all claims under the Warranties and the Deed of Covenant shall be limited to (pound)2,500,000. 5.9 If, subsequent to any payment by the Vendor to the Purchaser in respect of any Warranty claim or might give rise, to a any claim under the Warranties Deed of Covenant, the Group or which would materially affect the willingness Purchaser or either of a prudent purchaser for value to purchase the Shares on the terms of this Agreement. 8.6 If them receives any payment from any third party in respect of the Warranties shall prove to be untrue or misleadingloss suffered by the Company which resulted in the claim, the Sellers shall, without prejudice to any other right or remedy which may be available Purchaser shall reimburse to the Buyer, pay to the Buyer (or to the relevant member of the Buyer’s Group) on demand - (a) Vendor the amount by which the value of the Shares is so recovered less than it would have been had such Warranty been true and not misleading; or (b) the amount necessary to put the Company and any member of the Buyer’s Group into the position it would have been in had such Warranty been true and not misleading; together with the amount of all reasonable costs and expenses (including legal and other professional fees and expenses, any Tax liability) of the costs of management time and all other consequential losses whether directly recovery but including in addition any interest or indirectly arising) incurred directly or indirectly repayment supplement paid by the Buyer Inland Revenue or HM Customs & Excise and the Purchaser shall and shall procure that the Group shall use all reasonable endeavours to enforce any rights to make any such recovery from any third parties subject to the Purchaser and the Group being indemnified and secured to their reasonable satisfaction by the Vendor against all losses, liabilities, costs and expenses properly and reasonably incurred in connection with the enforcement of such rights. 5.10.1 Upon the Purchaser or the Group becoming aware of any claim, action or demand ("a Claim") against the Company or any matter ("a Relevant Matter") likely to give rise to any of these in respect of the Warranties or the Deed of Covenant, then provided that the Purchaser's claim against the Vendor shall not be prejudiced the Purchaser shall: 5.10.1.1 as quickly as reasonably possible, notify the Vendor by written notice as soon as it is reasonably clear to the Purchaser that the Vendor is or may become liable under the Warranties or the Deed of Covenant and in the case of a matter relating to Taxation provide reasonably sufficient details of such claim, details of the due date for any payment and the time limits for any appeal, as soon as possible and in any event not more than 14 days after the Purchaser or the Group becomes aware of such claim; 5.10.1.2 at the request of the Vendor, allow the Vendor to take the sole conduct of such actions as the Vendor may deem reasonably appropriate in connection with any such Claim in the name of the appropriate Group company and in that connection the Group and the Purchaser shall give or cause to be given to the Vendor all such assistance as he may reasonably require in avoiding, disputing, resisting, settling, compromising, defending or appealing any such Claim; and 5.10.1.3 take all reasonable action to mitigate any loss suffered by it or any member of the Buyer’s Group) or Group of which a Claim could be made under the Company which it would not have incurred had Warranties; 5.10.1.4 give such Warranty been true information to the Vendor and not misleading. 8.7 Each of his professional advisers as the Sellers hereby waives any right which it Vendor may have in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by any director, officer or employee of the Company reasonably request for the purpose of assisting the Sellers to give any Vendor exercising his entitlement as specified in sub-clause 5. 10.1.2 provided that the Vendor and his professional advisers shall keep all such information confidential save only as may be required for the purposes of the Warranties or to prepare the Disclosure Letter.such claim;

Warranties. 8.1 5.1 The Sellers represent Buyer enters into this agreement on the basis of, and warrant jointly in reliance on, the Warranties. 5.2 The Seller warrants and severally represents to the Buyer in the terms set out in Schedule 5 and that each party acknowledges that the terms of Schedule 5 and this clause 8 are in the circumstances fair and reasonable. 8.2 The Warranties are given subject to matters fully, fairly and accurately disclosed in sufficient detail to enable the Buyer to understand their nature and scope in the Disclosure Letter (‘Disclosed’) but no other information of which the Buyer has actual, constructive or imputed knowledge and no investigation or enquiry made by or on behalf of the Buyer shall modify or discharge the Sellers’ liability under the Warranties in any way and the provisions of section 6(2) of the Law of Property (Miscellaneous Provisions) Xxx 0000 are hereby excluded. 8.3 In so far as the Warranties relate to matters of fact, they shall constitute representations in reliance upon which the Buyer has entered into this Agreement. 8.4 Each of the Warranties is a separate representation true, accurate and not misleading except in respect of anything disclosed. 5.3 The Seller shall ensure that nothing is done or warranty and shall not omitted to be restricted in its extent done which would, at any time before or application by the terms of at Completion, be materially inconsistent with any of the other Warranties or by any other term of this Agreement. 8.5 Each of the Sellers undertakes with the Buyer that - (a) each of the Warranties shall remain true and accurate on each day up to and including the Completion Date as if any express or implied reference in Schedule 5 to the date of this Agreement were a reference to the Completion Date; and (b) it shall immediately disclose to the Buyer in writing any matter which becomes known to it before Completion and which gives riseWarranties, or might give rise, to a claim under the Warranties or which would materially affect the willingness of a prudent purchaser for value to purchase the Shares on the terms of this Agreement. 8.6 If breach any of the Warranties shall or make any of the Warranties untrue or misleading. 5.4 Without prejudice to the right of the Buyer to claim on any other basis or take advantage of any other remedies available to it, if any of the Warranties are breached or prove to be untrue or misleading, the Sellers shall, without prejudice Seller undertakes to any other right or remedy which may be available to the Buyer, pay to the Buyer (or to the relevant member of the Buyer’s Group) on demand -demand: (a) the amount by which the value of the Shares is less than it would have been had such Warranty been true and not misleading; or (b) the amount necessary to put the Company and any member of the Buyer’s Group Buyer into the position it would have been in had if such Warranty had not been breached or had been true and not misleading; together with the amount of and (b) all costs and expenses (including including, without limitation, damages, claims, demands, proceedings, costs, legal and other professional fees and expensescosts, the costs of management time penalties, expenses and all other consequential losses whether directly or indirectly arisinglosses) incurred directly or indirectly by the Buyer (whether directly or any member indirectly) as a result of the Buyer’s Group) breach or of such Warranty not being true or being misleading, and a payment made in accordance with the Company which provisions of this clause 5.4 shall include any amount necessary to ensure that, after any Taxation of the payment, the Buyer is left with the same amount it would have had if the payment was not have incurred had such Warranty been true and not misleadingsubject to Taxation. 8.7 5.5 Warranties given so far as the Seller is aware are deemed to be given to the best of the knowledge, information and belief of the Seller after it has made all reasonable and careful enquiries. 5.6 Each of the Sellers hereby waives Warranties is separate and, unless expressly provided to the contrary, is not limited by reference to any right which it may have other Warranty or anything in respect this agreement. 5.7 The provisions of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by any director, officer or employee Schedule 8 shall limit the liability of the Company for Seller in relation to any Claim. Provided that the purpose limitations in Schedule 8 shall not apply to any claim arising as a result of assisting the Sellers to give a breach of clause 2.1 or any Claim arising as a result of a breach of the Warranties contained in paragraph 2 or to prepare the Disclosure Letterparagraph 3 of Schedule 7.

Warranties. 8.1 The Sellers represent and warrant jointly and severally 9.1 With respect to Exhibit A hereto, the Vendor: (a) warrants to the Buyer Purchaser in the terms set out in Schedule 5 and each party acknowledges Exhibit A; (b) accepts that the terms of Schedule 5 and Purchaser is entering into this clause 8 are in the circumstances fair and reasonable. 8.2 The Warranties are given subject to matters fully, fairly and accurately disclosed in sufficient detail to enable the Buyer to understand their nature and scope in the Disclosure Letter (‘Disclosed’) but no other information of which the Buyer has actual, constructive or imputed knowledge and no investigation or enquiry made by or on behalf of the Buyer shall modify or discharge the Sellers’ liability under the Warranties in any way and the provisions of section 6(2) of the Law of Property (Miscellaneous Provisions) Xxx 0000 are hereby excluded. 8.3 In so far as the Warranties relate to matters of fact, they shall constitute representations Agreement in reliance upon each of the Warranties; (c) undertakes to disclose to the Purchaser anything which is or may be a breach of or inconsistent with, any of the Buyer has entered into Warranties immediately when it comes to their notice; and (d) undertakes (in the event of any claim being made against them in connection with the sale of the Contracts and Assets to the Purchaser) not to make any claim against any Assumed Employee on whom they may have relied before agreeing to any term of this AgreementAgreement or giving any warranty or representation or undertaking. 8.4 9.2 Each of the Warranties is set forth on Exhibit A hereto shall be construed as a separate representation or warranty and (save as expressly provided to the contrary) shall not be limited or restricted in its extent by reference to or application by inference from the terms of any of the other Warranties Warranty or by any other term of this Agreement. 8.5 Each 9.3 The liability of the Sellers undertakes Vendor for Claims with the Buyer that - (a) each of respect to the Warranties set forth on Exhibit A hereto shall remain true and accurate on each day up to and including the Completion Date be limited as if any express or implied reference in Schedule 5 to the date of this Agreement were a reference to the Completion Date; and (b) it shall immediately disclose to the Buyer in writing any matter which becomes known to it before Completion and which gives rise, or might give rise, to a claim under the Warranties or which would materially affect the willingness of a prudent purchaser for value to purchase the Shares on the terms of this Agreement. 8.6 If any of the Warranties shall prove to be untrue or misleading, the Sellers shall, without prejudice to any other right or remedy which may be available to the Buyer, pay to the Buyer (or to the relevant member of the Buyer’s Group) on demand -follows: (a) the Vendor shall not be liable for a Claim unless the aggregate amount by which the value of the Shares liability of the Vendor under all Claims exceeds £10,000 and, in the event, that such sum is less than it would have been had such Warranty been true exceeded, the Vendor shall be liable for the full amount and not misleading; orjust the excess whether under a single Claim or a series of Claims; (b) a Claim shall be unenforceable unless written particulars thereof (giving details of the specific matter in respect of which such Claim is made and the estimated amount necessary thereof, each as then known to put the Company Purchaser) shall have been given to the Vendor by the date which is twelve months after the first anniversary of the Completion Date; and any member claim duly notified shall become and unenforceable at the end of two years from notification unless proceedings have been served on the Vendor, and (c) the aggregate maximum liability of the Buyer’s Group into Vendor under the position it would have been in had such Warranty been true and not misleading; together with Warranties for any Turbine shall be capped at the amount of all costs and expenses the total consideration set out in clause 4.1 (including legal and other professional fees and expensesl) . This Clause 9.3 is not applicable to liabilities related to PGP obligations. For the avoidance of doubt, the costs of management time and all other consequential losses whether directly or indirectly arising) incurred directly or indirectly by the Buyer (or nothing in this Agreement shall exclude and/or in any member way limit any liability of the Buyer’s Group) or the Company which it would not have incurred had such Warranty been true and not misleading. 8.7 Each of the Sellers hereby waives any right which it may have in respect Vendors arising as a result of any misrepresentationfraud, inaccuracy wilful concealment or omission in or from any information or advice supplied or given by any director, officer or employee of the Company for the purpose of assisting the Sellers to give any of the Warranties or to prepare the Disclosure Letterdishonesty.

Warranties. 8.1 6.1. Subject to the following provisions, the Seller warrants that goods delivered pursuant to a Contract shall comply with all properties and characteristics expressly agreed in writing or to be customarily expected pursuant to the legal provisions under the substantive national laws applicable at the Seller’s place of incorporation at the time when risk passes to the Buyer. The Sellers represent Seller does not undertake any warranty in respect of defects caused by improper handling, wear and warrant jointly tear, storage, any alteration of the goods by the Buyer or any use by the Buyer in a manner which adversely affects the performance of the goods or other negligent acts or omissions of the Buyer or of third parties. The Seller shall not be obliged to notify the Buyer of the unsuitability of its instructions or specifications unless the Seller is aware of such unsuitability. 6.2. THE WARRANTY ABOVE IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES; WHETHER WRITTEN OR ORAL, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTY WITH RESPECT TO MERCHANTABILITY, FITNESS FOR AN INTENTED PURPOSE OR PARTICULAR USE AND NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS. 6.3. Differences in qualities, dimension, weight and severally quantities customary in trade shall not constitute grounds for warranty claims. (i) In case of supply of fine papers a delivery shall be deemed to have been effected in compliance with contractual agreements if any deviations in respect of quantity, grammage, thickness, size or width of reels of the papers delivered by the Seller to the Buyer do not exceed the tolerances as agreed in the terms writing or set out in Schedule 5 section 17 below. The quantity in respect of any delivery shall thereby be calculated based on the actual weight of the goods at the time of production and each party acknowledges that packaging. In the terms case of Schedule 5 reels and this clause 8 are uncounted sheets the weight shall apply gross for net; in the circumstances fair case of reels the wrappings, cores and reasonablebungs and in the case of sheets the wrappings shall be included in the weight. 8.2 (ii) In case of supply of printed products process variations like missing dots in gravure printing, minor ink splashes, short blade lines, minor fiber agglomerations and short distance verge lines shall not be considered to be defects. 6.4. The Warranties Buyer is obliged to inspect the delivered goods immediately upon receipt, however, in any case prior to processing the goods, as to any defects. If the goods do not comply with the agreed quality standards, processing must not commence before the Seller has approved thereof in writing. For claims in connection with defects, the following provisions shall apply: a) in case of deviations in quantity (i.e. delivered quantity is larger or smaller than contracted quantity) the defects are given subject to matters fully, fairly and accurately disclosed in sufficient detail to enable be notified by the Buyer to understand their nature and scope the Seller forthwith, however, in any event within seven days after receipt of documents showing weight or quantity of the Disclosure Letter (‘Disclosed’delivered goods and/or after delivery; b) but no other information in case of defects in quality which can be ascertained by visual inspection of the goods or the packaging or by sampling, the defects must be notified by the Buyer has actualto the Seller forthwith, constructive however, in any case within seven days after delivery; c) in case of defects in quality which cannot be determined by visual inspection or imputed knowledge by sampling, the defects are to be notified by the Buyer to the Seller forthwith on detection, however, in any event within six months of delivery. Later notifications of defects/complaints cannot be accepted. 6.5. In case of papers and no investigation printed products used as component for tobacco products, packing of food, bottling and drinking of beverage, packaging applications for organoleptically sensitive products, and packaging of pharmaceutical products, the Buyer is obliged to check the suitability of the papers and printed products before processing and forthwith notify the Seller in case of defects or enquiry made unsuitability. The Buyer shall obtain all necessary permits, licenses, approvals and the like to export, import, use, market and process any papers and printed products sourced from the Seller being used as component for tobacco products, packing of food, bottling and drinking of beverage, packaging applications for organoleptically sensitive products, and packaging of pharmaceutical products. 6.6. When notifying a defect, the Buyer shall identify the goods clearly and include a list giving details of each defect claimed and provide the Seller with product samples and any other suitable documents to support such claim. Defective goods must be kept available for the Seller’s inspections for 14 days from the date of the notification and must not be returned to the Seller early. Any notification of a defect shall be in writing. If such notification or availability of defective goods for inspection by or on behalf the Seller are not effected in compliance with the above provisions, any and all warranty, damage and other claims of the Buyer shall modify or discharge the Sellers’ liability under the Warranties in any way and the provisions of section 6(2) of the Law of Property (Miscellaneous Provisions) Xxx 0000 are hereby be excluded. 8.3 In so far as 6.7. Until the Warranties relate to matters facts of factthe case have been ascertained, they shall constitute representations in reliance upon which the Buyer has entered into this Agreementshall duly store the goods and, in the interest of both contracting parties, keep them insured to cover the purchase price. If it is suspected that the damage occurred during transport, the Buyer is further obliged to notify the forwarding agent (carrier) forthwith, however, in any case within the deadline provided in the forwarding contract. 8.4 Each 6.8. If the quantity of the Warranties is a separate representation or warranty and shall not be restricted in its extent or application goods delivered by the terms Seller falls below customary or agreed tolerances (as applicable), the Seller’s sole obligation shall be to deliver additional goods to make up for any such deficiency. 6.9. Quality defects in the delivered goods shall be remedied by improvement or replacement of the defective item(s) free of charge. In the event that improvement or replacement is either impossible or would involve unreasonably high expenses for the Seller, the Buyer shall be entitled to a reduction of the price. Any claims in addition thereto, such as in particular claims for cancellation of the Contract, claims for damages or claims for substitute performance shall be excluded to the extent permitted by law. 6.10. Any legal presumption under applicable law to the effect that the goods were defective upon delivery shall be excluded. 6.11. Any warranty claims of the Buyer shall come under the statute of limitation seven months after the passing of risk. The duration of a delay in acceptance, if any, shall be included in such seven- months period. 6.12. The fulfilment of any warranty obligations of the other Warranties or by any other term of this Agreement. 8.5 Each of the Sellers undertakes with the Buyer that - (a) each of the Warranties Seller shall remain true and accurate on each day up to and including the Completion Date as if any express or implied reference in Schedule 5 to the date of this Agreement were a reference to the Completion Date; and (b) it shall immediately disclose be subject to the Buyer in writing fulfilling any matter which becomes known to it before Completion and which gives rise, or might give rise, to a claim under the Warranties or which would materially affect the willingness of a prudent purchaser for value to purchase the Shares on the terms of this Agreement. 8.6 If any of the Warranties shall prove to be untrue or misleading, the Sellers shall, without prejudice to any other right or remedy which may be available to the Buyer, pay to the Buyer (or to the relevant member of the Buyer’s Group) on demand - (a) the amount by which the value of the Shares is less than it would have been had such Warranty been true and not misleading; or (b) the amount necessary to put the Company and any member of the Buyer’s Group into the position it would have been in had such Warranty been true and not misleading; together with the amount of all costs and expenses (including legal and other professional fees and expenses, the costs of management time and all other consequential losses whether directly or indirectly arising) incurred directly or indirectly by the Buyer (or any member of the Buyer’s Group) or the Company which it would not have incurred had such Warranty been true and not misleadingits Contractual obligations, in particular its payment obligations as agreed. 8.7 Each of the Sellers hereby waives any right which it may have in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by any director, officer or employee of the Company for the purpose of assisting the Sellers to give any of the Warranties or to prepare the Disclosure Letter.

Warranties. 8.1 The Sellers represent (a) Cortendo represents and warrant jointly warrants to ATL and severally agrees that on the Start Date and separately on each of the Initial Shares Completion Date and Milestone Shares Completion Date that: (i) it is a person to whom an offer of the Subscription Shares for issue may be made without a disclosure document (as defined by the Corporations Act) on the basis that it is a professional investor or sophisticated investor (within the meaning of section 708 of the Corporations Act) exempt from the disclosure requirements of Part 6D.2 of the Corporations Act or otherwise a person to whom an offer of the Subscription Shares for issue may be made without disclosure to investors in reliance on one or more exemptions in section 708 of the Corporations Act; (ii) in connection with its entry into this agreement and its subscription for the Subscription Shares under this agreement, it is in compliance with all relevant Laws and regulations (including, without limitation, the requirements of the Foreign Acquisitions and Takeovers Xxx 0000 (Cth) and Division 3 of Part 7.10 of the Corporations Act) and will not cease to be in compliance by performing its obligations under this agreement; (iii) it has made its own enquiries and relied upon its own assessment of the Subscription Shares and has conducted its own investigation with respect to the Buyer in the terms set out in Schedule 5 and each party acknowledges that the terms of Schedule 5 and this clause 8 are in the circumstances fair and reasonable. 8.2 The Warranties are given subject to matters fullySubscription Shares including, fairly and accurately disclosed in sufficient detail to enable the Buyer to understand their nature and scope in the Disclosure Letter (‘Disclosed’) but no other information of which the Buyer has actualwithout limitation, constructive or imputed knowledge and no investigation or enquiry made by or any restrictions on behalf re-sale of the Buyer shall modify or discharge Subscription Shares (including the Sellers’ liability under the Warranties restrictions in any way sections 707(2), 707(3) and the provisions of section 6(2707(5) of the Law Corporations Act) and the particular tax consequences of Property subscribing, owning or disposing of the Subscription Shares in light of its particular situation, as well as any consequences arising under the laws of any jurisdiction, and has decided to agree to subscribe for the Subscription Shares based on its own enquiries; (Miscellaneous Provisionsiv) Xxx 0000 are hereby excluded.it is not acquiring the Subscription Shares with the purpose of selling or transferring the Subscription Shares, or granting, issuing or transferring interests in, or options over, the Subscription Shares; 8.3 In so far as the Warranties relate (v) this agreement does not constitute financial product advice or a recommendation to matters of fact, they shall constitute representations subscribe for any Subscription Shares and that in reliance upon which the Buyer has entered negotiating and entering into this Agreement. 8.4 Each of the Warranties is a separate representation or warranty agreement ATL has not had regard to its particular objectives, financial situation and shall not be restricted in its extent or application by the terms of any of the other Warranties or by any other term of this Agreement. 8.5 Each of the Sellers undertakes with the Buyer that - (a) each of the Warranties shall remain true and accurate on each day up to and including the Completion Date as if any express or implied reference in Schedule 5 to the date of this Agreement were a reference to the Completion Dateneeds; and (bvi) it shall immediately disclose to has such knowledge and experience in financial and business matters that it is capable of evaluating the Buyer merits and risks of subscribing for, and acquiring, the Subscription Shares for itself and for each other person for whose benefit it will be subscribing for, and acquiring, the Subscription Shares, and it has determined that the Subscription Shares are a suitable investment for itself and each such other person, both in writing any matter which becomes known to it before Completion nature and which gives rise, or might give rise, to a claim under the Warranties or which would materially affect the willingness of a prudent purchaser for value to purchase the Shares on the terms of this Agreement. 8.6 If any number of the Warranties shall prove to be untrue or misleading, the Sellers shall, without prejudice to any other right or remedy which may be available to the Buyer, pay to the Buyer (or to the relevant member of the Buyer’s Group) on demand - (a) the amount by which the value of the Shares is less than it would have been had such Warranty been true and not misleading; orSubscription Shares. (b) Cortendo acknowledges that ATL and its Related Bodies Corporate are entitled to, and will, rely upon the amount necessary to put the Company truth and any member accuracy of the Buyer’s Group into acknowledgements, representations, warranties and agreements given by Cortendo in this clause 10.6. (c) ATL represents and warrants to Cortendo and agrees that on the position it would have been in had such Warranty been true Start Date and not misleading; together with the amount of all costs and expenses (including legal and other professional fees and expenses, the costs of management time and all other consequential losses whether directly or indirectly arising) incurred directly or indirectly by the Buyer (or any member separately on each of the Buyer’s GroupInitial Shares Completion Date and Milestone Shares Completion Date that the Subscription Shares can lawfully be offered, issued and allotted to Cortendo under all applicable laws without the need for any registration, lodgement or other formality (including, without limitation, preparation or lodgement of any prospectus or other disclosure document); (d) or ATL acknowledges that Cortendo is entitled to, and will, rely upon the Company which it would not have incurred had such Warranty been true truth and not misleading. 8.7 Each accuracy of the Sellers hereby waives any right which it may have in respect of any misrepresentationacknowledgements, inaccuracy or omission in or from any information or advice supplied or representations, warranties and agreements given by any director, officer or employee of the Company for the purpose of assisting the Sellers to give any of the Warranties or to prepare the Disclosure LetterATL in this clause 10.6.

Warranties. 8.1 The Sellers represent EHPCI warrants to ABTI that: 10.1 it is not aware of any rights of any third party in the Territories which would or might render the sale of the RMS System, or any of the Products unlawful. 10.2 ABTI and warrant NVID hereby jointly and severally warrant and undertake to EHPCI that: 10.2.1 the information relating to the Buyer in the terms share capital of NVID and ABTI set out in Schedule 5 [5] hereto is accurate and each party acknowledges that complete; 10.2.2 all returns, particulars, resolutions and documents required to be filed by NVID and ABTI with any governmental or regulatory authority have been duly filed and were correct 10.2.3 the terms [audited] accounts of Schedule 5 and this clause 8 are in NVDI for the circumstances fair and reasonable. 8.2 The Warranties are given subject to matters fullyperiod ended 31"t December 1997 ("the Last Accounts Date"), fairly and accurately disclosed in sufficient detail to enable the Buyer to understand their nature and scope in the Disclosure Letter (‘Disclosed’) but no other information a copy of which are annexed to this Agreement give a true and fair view of the Buyer has actualassets, constructive liabilities (including contingent, unquantified or imputed knowledge disputed liabilities) and commitments of NVID at the date thereof and its profits or losses for the financial period ended on that date 10.2.4 all returns, notifications, computations and payments which should have been made or given by ABTI and/or NVID for a taxation purpose were made or given within the requisite periods and were up-to-date, correct and on a proper basis; and none of them is, or is likely to be, the subject of dispute with any Revenue or other taxation authority 10.2.5 NVID and none of its subsidiaries, including ABTI, is engaged in litigation or arbitration proceedings; there are no investigation proceedings pending or enquiry made (save for potential proceedings by former shareholders already disclosed to EHPCI) threatened either by or on behalf against ABTI or NVID and 5there is nothing which is likely to give rise to proceedings 10.2.6 NVID and ABTI have taken all corporate and other action necessary to authorize each of them to enter into and perform this Agreement 10.2.7 There are no material facts or circumstances in relation to the Buyer shall modify assets, business or discharge financial condition of NVID or ABTI which has not been fully and fairly disclosed to EBPCI and which if disclosed might reasonably have been expected to affect the Sellers’ liability under the Warranties in any way and the provisions decision of section 6(2) of the Law of Property (Miscellaneous Provisions) Xxx 0000 are hereby excluded. 8.3 In so far as the Warranties relate EHPC to matters of fact, they shall constitute representations in reliance upon which the Buyer has entered enter into this Agreement. 8.4 Each of the Warranties is a separate representation or warranty 10.2.8 all information given by NVID, its officers and shall not be restricted in its extent or application by the terms of any of the other Warranties or by any other term of this Agreement. 8.5 Each of the Sellers undertakes with the Buyer that - (a) each of the Warranties shall remain true and accurate on each day up employees to and including the Completion Date as if any express or implied reference in Schedule 5 EHPCI and/or EHPC relating to the date business, activities, affairs, assets or liabilities of this Agreement were a reference to the Completion Date; and (b) it shall immediately disclose to the Buyer in writing any matter which becomes known to it before Completion NVID and which gives rise, or might give rise, to a claim under the Warranties or which would materially affect the willingness of a prudent purchaser for value to purchase the Shares on the terms of this Agreement. 8.6 If any of the Warranties shall prove to be untrue or misleading, the Sellers shall, without prejudice to any other right or remedy which may be available to the Buyer, pay to the Buyer (or to the relevant member of the Buyer’s Group) on demand - (a) the amount by which the value of the Shares ABTI was and is less than it would have been had such Warranty been true accurate and not misleading; or (b) the amount necessary to put the Company and any member of the Buyer’s Group into the position it would have been in had such Warranty been true and not misleading; together with the amount of all costs and expenses (including legal and other professional fees and expenses, the costs of management time and all other consequential losses whether directly or indirectly arising) incurred directly or indirectly by the Buyer (or any member of the Buyer’s Group) or the Company which it would not have incurred had such Warranty been true and not misleading. 8.7 Each of the Sellers hereby waives any right which it may have in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by any director, officer or employee of the Company for the purpose of assisting the Sellers to give any of the Warranties or to prepare the Disclosure Letter.complete

Warranties. 8.1 The Sellers represent and warrant jointly and severally Subject to sub-clauses 8.3 to 8.5, the Seller warrants to the Buyer in Purchaser that the terms Warranties (except the Warranty set out in Schedule 5 and each party acknowledges that the terms at paragraph 3 of Schedule 5 3 (Warranties)) are true and accurate at the date of this clause 8 are Agreement (or such other date if so specified in such Warranty) and the Warranties shall be deemed to be repeated on the Completion Date by reference to the facts and circumstances fair and reasonableas at the Completion Date (or such other date if so specified in such Warranty). 8.2 Subject to sub-clause 8.4, the Purchaser warrants to the Seller that the Warranties set out at paragraphs 2.1, 2.2, 2.3 and paragraph 3 of Schedule 3 (Warranties) are true and accurate at the date of this Agreement (or such other date if so specified in such Warranty) and the Warranties shall be deemed to be repeated on the Completion Date by reference to the facts and circumstances as at the Completion Date (or such other date if so specified in such Warranty). 8.3 The Purchaser acknowledges that it does not rely on, and has not relied on or been induced to enter into this Agreement on the basis of, any warranties, representations, covenants, undertakings, indemnities or other statements whatsoever arising from its due diligence or the pre-contractual negotiations, other than (i) the Warranties; and (ii) the Accounts and the public announcements of the Company made through the Istanbul Stock Exchange (collectively the “Public Information”) and acknowledges that neither the Seller nor any of its agents, officers or employees: (A) have given such warranties, representations, covenants, indemnities or statements other than the Warranties; nor (B) should be liable in respect of any Public Information other than in accordance with sub-clause 8.8. 8.4 The liability of the Seller and the Purchaser in respect of Claims shall be limited as follows: (A) the liability of the Seller in respect of any Claim (or series of related Claims with respect to related facts or circumstances): (i) in relation to the Additional Warranties are given subject shall not (when aggregated with the amount of all other such Claims in relation to matters fully, fairly and accurately disclosed the Additional Warranties) exceed 20 per cent. of the Purchase Price; and (ii) shall not (when aggregated with the amount of all other Claims against the Seller including any Claims under the Additional Warranties) exceed the Purchase Price; (B) the liability of the Purchaser in sufficient detail respect of any Claim (or series of related Claims with respect to enable related facts or circumstances) shall not (when aggregated with the Buyer amount of all other Claims against the Purchaser) exceed the Purchase Price; (C) other than any Claim in relation to understand their nature and scope in the Disclosure Letter Basic Warranties (‘Disclosed’) but no other information of to which the Buyer has actualapplicable English law statutory limitation period on claims shall apply), constructive or imputed knowledge and no investigation or enquiry made neither the Seller nor the Purchaser shall be liable in respect of any Claim unless written notice containing reasonable details (to the extent practicable) of such Claim is given by or on behalf of the Buyer claimant party to the other party by no later than 18 (eighteen) months from the Completion Date, provided that any such Claim shall modify (if not previously satisfied, settled or discharge withdrawn) be deemed to have been withdrawn and shall absolutely determine unless proceedings in respect of it have been properly commenced within 6 (six) months of such written notice. Where written notice of such Claim has been given and proceedings in respect of it have been properly commenced within the Sellers’ time periods set out in this sub-clause 8.4(C), then the subject of such Claim shall survive until such Claim has been finally resolved; (D) neither the Seller nor the Purchaser shall be liable to make payment for any Claim based upon a liability which is contingent unless and until such contingent liability becomes an actual liability, provided that this shall not prevent the claimant party notifying the other of such Claim for the purposes of sub-clause 8.4(C) above save that in such circumstances the 6 (six) month period referred to in sub-clause 8.4(C) shall commence on the date on which the contingent liability becomes an actual liability; (E) neither the Seller nor the Purchaser shall be liable for any Claim to the extent that the liability arises or is increased as a result of any legislative, legal or regulatory requirement not in force at the date of this Agreement, where such requirement has been made or issued outside the reasonable control of the Parties or has not been issued or made as a result of the breach of this Agreement by either Party; (F) neither the Seller nor the Purchaser shall be liable for any Claim to the extent that the matter giving rise to such Claim has been made good or is otherwise compensated for without loss to the other party; (G) neither the Seller nor the Purchaser shall be liable for any Claim to the extent that the same loss under such Claim has been recovered by the Warranties Seller or Purchaser (as applicable) under any provision of this Agreement or any other Transaction Document (including, for the avoidance of doubt, in respect of the Seller as a claiming party, as a result of any way and the provisions benefits conferred on it by virtue of section 6(2Clause 22 (Contracts (Rights of Third Parties) Act 1999) of the Law of Property Dogus SPA) and accordingly the Seller or the Purchaser (Miscellaneous Provisionsas applicable) Xxx 0000 are hereby excluded. 8.3 In so far as the Warranties relate to matters of fact, they shall constitute representations may only recover once in reliance upon which the Buyer has entered into this Agreement. 8.4 Each respect of the Warranties same loss; (H) the Seller and the Purchaser shall only be liable in respect of a Claim if and to the extent that such Claim is a separate representation or warranty and shall not be restricted in its extent or application admitted by the terms relevant party, the subject of an arbitral award or proven in a court of competent jurisdiction; (I) any payment made by the Seller or any other person in respect of any Claim shall be deemed to be a reduction of the other Warranties Purchase Price; and (J) neither the Seller nor the Purchaser shall be liable for any Claim to the extent that the matter giving rise to such Claim has been carried out with the express consent of the Parties. None of the limitations in this sub-clause 8.4 shall apply to the extent that any breach by a party of its obligations under this Agreement is caused by fraud, wilful default or by any other term of this Agreementwilful concealment. 8.5 Each of the Sellers undertakes Warranties shall be construed as a separate and independent warranty and (except where expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms of any other Warranty. 8.6 Other than as expressly set out in this Agreement (including, for the avoidance of doubt the payment of the consideration in accordance with Clause 6 (Consideration)), neither the Seller nor the Purchaser shall be liable to make any payment under this Agreement nor exercise any right of set-off or counterclaim against or otherwise withhold payment of any sums stated to be payable by the other hereunder or under any other agreement subsisting between them unless and until the liability of the Seller or the Purchaser (as applicable) has been agreed or adjudged payable in legal or arbitration proceedings. 8.7 The Seller shall only be liable to make payment for any claim in connection with the Buyer that - (a) each of the Warranties shall remain true and accurate on each day up to and including the Completion Date as if any express or implied reference in Schedule 5 to the date extent that the Purchaser has suffered or incurred Losses which relate to the Shares (and not, for the avoidance of doubt, to the shares it is acquiring from Dogus). 8.8 No provision of this Agreement were (including but not limited to sub-clause 8.3) is intended to limit or exclude any duty or liability that is imposed on the Seller as a reference seller of public securities pursuant to the Completion Date; and (b) it shall immediately disclose laws of any applicable jurisdiction relating to public securities in relation to misselling, misleading statements or practices or the possession of inside information in relation to such public securities which matters are accordingly subject to the Buyer in writing any matter which becomes known to it before Completion and which gives rise, or might give rise, to a claim under laws of the Warranties or which would materially affect the willingness of a prudent purchaser for value to purchase the Shares on the terms of this Agreementapplicable jurisdiction. 8.6 If 8.9 The Seller hereby irrevocably and unconditionally undertakes that it will not bring or conduct (in the absence of fraudulent or dishonest conduct or concealment) at any of the Warranties shall prove to be untrue time any claims or misleading, the Sellers shall, without prejudice to any other right or remedy which may be available to the Buyer, pay to the Buyer (or to the relevant member of the Buyer’s Group) on demand - (a) the amount by which the value of the Shares is less than it would have been had such Warranty been true and not misleading; or (b) the amount necessary to put the Company and any member of the Buyer’s Group into the position it would have been in had such Warranty been true and not misleading; together with the amount of all costs and expenses (including legal and other professional fees and expenses, the costs of management time and all other consequential losses whether directly or indirectly arising) incurred directly or indirectly by the Buyer (or any member of the Buyer’s Group) or the Company which it would not have incurred had such Warranty been true and not misleading. 8.7 Each of the Sellers hereby waives any right actionable rights which it may have in respect of any misrepresentationunder contract, inaccuracy law or omission in or from any information or advice supplied or given by any director, officer or employee of otherwise against the Company for the purpose of assisting the Sellers to give or any Company Group Member (or any of their respective directors, officers, employees or agents) arising out of or in connection with: (i) any matters relating to any period prior to Completion; or (ii) any matters for which it is or may be liable to the Warranties Purchaser arising out of or to prepare in connection with the Disclosure LetterTransaction.

Warranties. 8.1 The Sellers represent and warrant jointly and severally As at the Signing Date the Seller warrants to the Buyer that each Warranty and Tax Warranty is true and accurate and not misleading as at the date of this agreement, subject only to: (a) any matter fairly disclosed in the Disclosure Letter; (b) the limitations and qualifications set out in this clause 8 and Schedule 3; and (c) in relation to the Tax Warranties only, the limitations and qualifications set out in Part 4 of Schedule 6. 8.2 Each Warranty and Tax Warranty made or given in respect of the Target shall be deemed to be a warranty made or given in respect of each member of the Target Group and (unless the context or subject matter otherwise requires) the expression the “Target” in the Warranties and the Tax Warranties shall be construed accordingly. 8.3 If any Warranty or Tax Warranty is qualified by the expression “so far as the Seller is aware” or “to the best of the knowledge, information and belief of the Seller” or words to such effect, such expression shall mean that the Seller shall be deemed to have knowledge of all facts, matters and circumstances actually known to the Seller and which would have been known to the Seller had it made all reasonable enquiries of the Seller’s Group regarding the subject matter of the Warranty or Tax Warranty. 8.4 Notwithstanding any other provisions of this agreement or any other agreement or document entered into pursuant to this agreement, none of the limitations contained in this clause 8, Schedule 3, Schedule 6 or the Disclosure Letter nor any statutory limitation shall apply to any claim for breach of the Warranties, the Tax Warranties or under the Tax Covenant where the fact, matter or circumstance giving rise to the claim arises as a result of fraud by the Seller. 8.5 If any amount is paid by the Seller in respect of a breach of any Warranty or Tax Warranty or otherwise pursuant to this clause 8, the amount of such payment shall be deemed to constitute a reduction in the consideration payable under this agreement. 8.6 The liability of the Seller under the Warranties, the Tax Warranties and the Tax Covenant should be limited pursuant to the provisions of Schedule 3 and Part 4 of Schedule 6. 8.7 The Seller agrees that any information supplied by the Target or the Subsidiary or by or on behalf of the employees, directors, agents or officers of the Target and the Subsidiary (“Officers”) to the Seller or its advisers in connection with the Warranties, the information disclosed in the Disclosure Letter or otherwise shall not constitute a warranty, representation or guarantee as to the accuracy of such information provided by the Target, the Subsidiary or the Officers in favour of the Seller, and the Seller hereby undertakes to the Buyer and to the Target, the Subsidiary and each Officer that it waives any and all claims which it might otherwise have against any of them in respect of such claims. 8.8 The Buyer warrants to the Seller in the terms set out in Schedule 5 and each party acknowledges that the terms of Schedule 5 and this clause 8 are in the circumstances fair and reasonable5. 8.2 The Warranties are given subject to matters fully, fairly and accurately disclosed in sufficient detail to enable the Buyer to understand their nature and scope in the Disclosure Letter (‘Disclosed’) but no other information of which the Buyer has actual, constructive or imputed knowledge and no investigation or enquiry made by or on behalf of the Buyer shall modify or discharge the Sellers’ liability under the Warranties in any way and the provisions of section 6(2) of the Law of Property (Miscellaneous Provisions) Xxx 0000 are hereby excluded. 8.3 In so far as the Warranties relate to matters of fact, they shall constitute representations in reliance upon which the Buyer has entered into this Agreement. 8.4 Each of the Warranties is a separate representation or warranty and shall not be restricted in its extent or application by the terms of any of the other Warranties or by any other term of this Agreement. 8.5 Each of the Sellers undertakes with the Buyer that - (a) each of the Warranties shall remain true and accurate on each day up to and including the Completion Date as if any express or implied reference in Schedule 5 to the date of this Agreement were a reference to the Completion Date; and (b) it shall immediately disclose to the Buyer in writing any matter which becomes known to it before Completion and which gives rise, or might give rise, to a claim under the Warranties or which would materially affect the willingness of a prudent purchaser for value to purchase the Shares on the terms of this Agreement. 8.6 If any of the Warranties shall prove to be untrue or misleading, the Sellers shall, without prejudice to any other right or remedy which may be available to the Buyer, pay to the Buyer (or to the relevant member of the Buyer’s Group) on demand - (a) the amount by which the value of the Shares is less than it would have been had such Warranty been true and not misleading; or (b) the amount necessary to put the Company and any member of the Buyer’s Group into the position it would have been in had such Warranty been true and not misleading; together with the amount of all costs and expenses (including legal and other professional fees and expenses, the costs of management time and all other consequential losses whether directly or indirectly arising) incurred directly or indirectly by the Buyer (or any member of the Buyer’s Group) or the Company which it would not have incurred had such Warranty been true and not misleading. 8.7 Each of the Sellers hereby waives any right which it may have in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by any director, officer or employee of the Company for the purpose of assisting the Sellers to give any of the Warranties or to prepare the Disclosure Letter.

Warranties. 8.1 The 7.1 Each of the Sellers represent and warrant jointly and severally warrants to the Buyer that except as Disclosed as at Completion each of the Fundamental Warranties is accurate, true and not misleading in relation to themselves 7.2 Each of the Non-New Wave Sellers severally warrant to the Buyer that except as Disclosed as at Completion each Warranty (except the Fundamental Warranties) is true, accurate and not misleading. 7.3 Warranties qualified by the expression ''so far as the Sellers are aware'' or any similar expression qualifying the knowledge of a Seller are deemed to be given to the best of the knowledge, information and belief of each of the Sellers after they have made due and careful enquiries of Xxxxx Xxxxxxxx, Xxxxxxx Xxxxxxxx and Xxxx Xxxx. 7.4 Each of the Warranties is separate and, unless otherwise specifically provided, is not limited by reference to any other Warranty or any other provision in this agreement. 7.5 The only Warranties in connection with the Properties are those contained in the terms set out in Schedule 5 and each party acknowledges that the terms following paragraphs of Part 1 of Schedule 5 and this clause 8 are in the circumstances fair and reasonable6: 7.5.1 Schedule 6 Part 1 -29 (Properties); and 7.5.2 Schedule 6 Part 1 -30 (Environmental). 8.2 The Warranties are given subject to 7.6 Except for the matters fullyDisclosed, fairly and accurately disclosed in sufficient detail to enable the Buyer to understand their nature and scope in the Disclosure Letter (‘Disclosed’) but no other information of which the Buyer (or any of its agents or advisers) has knowledge (in each case whether actual, constructive or imputed knowledge and no imputed), or which could have been discovered (whether by investigation made by the Buyer or enquiry made on its behalf), shall prejudice or prevent any Relevant Claim or reduce the amount recoverable under any Relevant Claim. Notwithstanding the forgoing provisions of this Clause the Buyer confirms that it is not aware of any matters that entitle it (or would entitle it) to bring a Relevant Claim. 7.7 The Sellers agree that the supply of any information by or on behalf of the Buyer Company, or any of its employees, directors, agents or officers (Officers) to the Sellers or their advisers in connection with the Warranties, the Disclosure Letter or otherwise shall modify not constitute a warranty, representation or discharge guarantee as to the accuracy of such information in favour of the Sellers’ . The Non-New Wave Sellers unconditionally and irrevocably waive all and any rights and claims that they may have against any of the Company or the Officers on whom they have, or may have, relied in connection with the preparation of the Disclosure Letter, or agreeing the terms of this agreement, and further undertake to the Buyer, the Company, and the Officers not to make any such claims. The New Wave Sellers unconditionally and irrevocably waive all and any rights and claims that they may have against any of the Company or the Officers (with the exception of the Key Sellers in connection with a Fraud Claim) on whom they have, or may have, relied in connection with the preparation of the Disclosure Letter, or agreeing the terms of this agreement, and further undertake to the Buyer, the Company, and the Officers (with the exception of the Key Sellers in connection with a Fraud Claim) not to make any such claims. For the purposes of this clause 7.7, ''Fraud Claim'' shall mean a Relevant Claim which arises or is delayed as a result of the dishonesty, fraud, wilful misconduct or wilful concealment by a Key Seller and for which the Buyer is entitled to bring a claim against the Sellers in accordance with clause 8.16 and where the New Wave Sellers suffer any loss or liability under in connection with such claim 7.8 For the Warranties avoidance of doubt, the Buyer's rights and remedies in respect of any way Relevant Claim shall not be affected by Completion, or any termination of (or the Buyer's failure to terminate) this agreement. 7.9 The Buyer warrants to the Sellers that the execution and delivery of this agreement and the transactions contemplated herein (including, but not limited to, the issue of the Consideration Shares) have, where required, been duly and validly authorised and no other proceedings or actions are necessary to authorise this agreement or to complete the transactions contemplated herein. 7.10 If and to the extent that a liability arises in respect of a Substantiated Claim which is not otherwise excluded pursuant to the provisions of section 6(2) clause 8 (a Claim Liability), the provisions of this clause shall operate to allocate the relevant Claim Liability amongst the Sellers, subject at all times to the Cap. Accordingly the Claim Liability shall: 7.10.1 first, fall to the account of the Law Non-New Wave Sellers, provided that (i) the maximum amount to which the Non-New Wave Sellers shall be obliged to contribute towards the Claim Liability shall be an amount equal to 50 per cent of Property the aggregate unadjusted Cash Consideration actually received by such Non-New Wave Sellers on the Completion Date (Miscellaneous Provisionsafter the amounts payable to New Wave in respect of the purchase of the Preference Shares together with the interest accrued thereon have been settled from the aggregate unadjusted Cash Consideration and excluding any sum in respect of which a set-off or deduction is made from the Retention) Xxx 0000 (the First Call Cash) and (ii) provided always that the contribution amounts for each Non-New Wave Seller to the Claim Liability shall be strictly made in the proportions by which each Non-New Wave Seller's amount of First Call Cash bears to the aggregate amount of First Call Cash; 7.10.2 second, if and to the extent that the Claim Liability is not settled in full by the First Call Cash, then any such remaining residual Claim Liability shall fall to the account of the Non-New Wave Sellers, who shall be obliged to satisfy such remaining Claim Liability through contributing the proceeds realised (net of expenses) from the sale of Consideration Shares which were issued to them on or shortly after the Completion Date, provided that (i) in satisfying the Claim Liability, the maximum liability of the Non-New Wave Sellers shall be the proceeds (net of expenses) arising from the sale of 37.5 per cent of the aggregate number of Consideration Shares issued to them on or shortly after the Completion Date (the First Call Shares) and (ii) if at such time any or all of the First Call Shares have already been sold, any relevant Non-New Wave Seller shall, subject to (iii), be obliged to contribute such amount of the actual realised proceeds (net of expenses) from the sale of such First Call Shares towards satisfying its proportion of the Claim Liability and (iii) the contributions towards the Claim Liability by each Non-New Wave Seller shall be made strictly by reference to the proportion by which each Non-New Wave Seller's number of Consideration Shares bears to the aggregate number of Consideration Shares issued to the Non-New Wave Sellers; 7.10.3 third, if and to the extent that the Claim Liability is not settled in full by the First Call Cash together with the proceeds realised through the sale of First Call Shares, then any such remaining residual Claim Liability shall fall to the account of the New Wave Sellers, who agree to bear such liability notwithstanding that they may not have provided a warranty or covenant in relation to such matter, or personally been in breach thereof provided that (i) the maximum amount to which the New Wave Sellers shall be obliged to contribute towards the Claim Liability shall be an amount equal to 50 per cent of the aggregate unadjusted Cash Consideration actually received by such Non-New Wave Sellers on the Completion Date (after the amounts payable to New Wave in respect of the purchase of the Preference Shares together with the interest accrued thereon have been settled from the aggregate unadjusted Cash Consideration and excluding any sum in respect of which a set-off or deduction is made from the Retention) (the Second Call Cash) and (ii) provided always that the contribution amounts for each New Wave Seller to the Claim Liability shall be strictly made in the proportions by which each New Wave Seller's amount of Second Call Cash bears to the aggregate amount of Second Call Cash; 7.10.4 fourth, if and to the extent that the Claim Liability is not settled in full by the First Call Cash together with the proceeds realised through the sale of First Call Shares and the Second Call Cash, then any such remaining residual Claim Liability shall fall to the account of the Non-New Wave Sellers, who shall be obliged to satisfy such remaining Claim Liability through contributing the proceeds realised (net of expenses) from the further sale of Consideration Shares which were issued to them on or shortly after the Completion Date, provided that (i) in satisfying the Claim Liability, the maximum liability of the Non-New Wave Sellers shall be the proceeds (net of expenses) arising from the sale of 37.5 per cent of the aggregate number of Consideration Shares issued to them on or shortly after the Completion Date (the Second Call Shares) and (ii) if at such time any or all of the Second Call Shares have already been sold, any relevant Non-New Wave Seller shall, subject to (iii), be obliged to contribute such amount of the actual realised proceeds (net of expenses) from the sale of such Second Call Shares towards satisfying its proportion of the Claim Liability and (iii) the contributions towards the Claim Liability by each Non-New Wave Seller shall be made strictly by reference to the proportion by which each Non-New Wave Seller's number of Consideration Shares bears to the aggregate number of Consideration Shares issued to the Non-New Wave Sellers; 7.10.5 fifth, if and to the extent that the Claim Liability is not settled in full by the First Call Cash, the Second Call Cash and the proceeds realised through the sale of First Call Shares and Second Call Shares, then any such remaining residual Claim Liability shall fall to the account of the New Wave Sellers, who agree to bear such liability notwithstanding that they may not have provided a warranty or covenant in relation to such matter, or personally been in breach thereof, who shall be obliged to satisfy such remaining Claim Liability through contributing the proceeds realised (net of expenses) from the sale of Consideration Shares which were issued to them on or shortly after the Completion Date, provided that (i) in satisfying the Claim Liability, the maximum liability of the New Wave Sellers shall be the proceeds (net of expenses) arising from the sale of 75 per cent of the aggregate number of Consideration Shares issued to them on or shortly after the Completion Date (the Third Call Shares) and (ii) if at such time any or all of the Third Call Shares have already been sold, any relevant New Wave Seller shall, subject to (iii), be obliged to contribute such amount of the actual realised proceeds (net of expenses) from the sale of such Third Call Shares towards satisfying its proportion of the Claim Liability and (iii) the contributions towards the Claim Liability by each New Wave Seller shall be made strictly by reference to the proportion by which each New Wave Seller's number of Consideration Shares bears to the aggregate number of Consideration Shares issued to the New Wave Sellers; 7.10.6 thereafter, if and to the extent that the Claim Liability is not settled in full by the First Call Cash, the Second Call Cash and the proceeds realised through the sale of First Call Shares, Second Call Shares and Third Call Shares then any such remaining residual Claim Liability shall fall to the account of each of the Non-New Wave Sellers on the one hand and the New Wave Sellers, who agree to bear such liability notwithstanding that they may not have provided a warranty or covenant in relation to such matter, or personally been in breach thereof, on the other hand, in equal proportions between each such group, such residual Claim Liability to be satisfied by the entitlements of each group to receive actual payments from the Buyer of Deferred Consideration and each respective group's contribution to be satisfied (i) by way of the relevant Sellers contributing any Deferred Consideration payments actually received, and, if such amounts are hereby excludedinsufficient, then (ii) by way of set-off or deduction once such Deferred Consideration becomes payable; 7.11 Notwithstanding the provisions of clause 7.10 the Buyer shall be entitled to bring proceedings in respect of any Relevant Claim against all Sellers simultaneously, provided that it may only recover in accordance with the order of priority set out in clause 7.10. 8.3 In so far as 7.12 Notwithstanding the Warranties relate to matters provisions of factthis clause 7, they Schedule 6 or Schedule 7 the Sellers shall constitute representations in reliance upon which have no liability for any Insured Risk. To the Buyer has entered into this Agreement. 8.4 Each of extent that the Warranties Policy is a separate representation or warranty and shall not be restricted in its extent or application avoided by the terms Insurers as a direct consequence only of: 7.12.1 any misrepresentation or failure to disclose to the Insurers any facts actually known to the Sellers or the Company at the time the Policy was granted; or 7.12.2 the occurrence of any of the other Warranties or by any other term events set out in clause 6.2 of the Policy, the PropCo Sellers shall be jointly and severally liable for the Insured Risks subject always to the limitations set out in clause 8 of this Agreement. 8.5 Each of the Sellers undertakes with the Buyer that - (a) each of the Warranties shall remain true and accurate on each day up to and including the Completion Date agreement as if any express or implied reference in Schedule 5 to the date of this Agreement were a reference to the Completion Date; and (b) it shall immediately disclose to the Buyer in writing any matter which becomes known to it before Completion and which gives rise, or might give rise, to a claim under the Warranties or which would materially affect the willingness of a prudent purchaser for value to purchase the Shares on the terms of this Agreementterm Sellers was substituted with PropCo Sellers. 8.6 If any of the Warranties shall prove to be untrue or misleading, the Sellers shall, without prejudice to any other right or remedy which may be available to the Buyer, pay to the Buyer (or to the relevant member of the Buyer’s Group) on demand - (a) the amount by which the value of the Shares is less than it would have been had such Warranty been true and not misleading; or (b) the amount necessary to put the Company and any member of the Buyer’s Group into the position it would have been in had such Warranty been true and not misleading; together with the amount of all costs and expenses (including legal and other professional fees and expenses, the costs of management time and all other consequential losses whether directly or indirectly arising) incurred directly or indirectly by the Buyer (or any member of the Buyer’s Group) or the Company which it would not have incurred had such Warranty been true and not misleading. 8.7 Each of the Sellers hereby waives any right which it may have in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by any director, officer or employee of the Company for the purpose of assisting the Sellers to give any of the Warranties or to prepare the Disclosure Letter.

Warranties. 8.1 6.1. Subject to the following provisions, the Seller warrants that goods delivered pursuant to a Contract shall comply with all properties and characteristics expressly agreed in writing or to be customarily expected pursuant to the legal provisions under the substantive national laws applicable to the Seller at the time when risk passes to the Buyer. The Sellers represent Seller does not undertake any warranty in respect of defects caused by improper handling, wear and warrant jointly and severally tear, storage, any alteration of the goods by the Buyer or any use by the Buyer in a manner which adversely affects the performance of the goods or other acts or omissions of the Buyer or of third parties. The Seller shall not be obliged to notify the Buyer of the unsuitability of its instructions or specifications unless the Seller is aware of such unsuitability. 6.2. THE WARRANTY ABOVE IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES; WHETHER WRITTEN OR ORAL, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTY WITH RESPECT TO MERCHANTABILITY, FITNESS FOR AN INTENTED PURPOSE OR PARTICULAR USE AND NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS. 6.3. A delivery shall be deemed to have been effected in compliance with contractual agreements if any deviations in respect of quantity, grammage, thickness, size or width of reels of the goods delivered by the Seller to the Buyer do not exceed the agreed or customary tolerances. The quantity in respect of any delivery shall thereby be calculated based on the actual weight of the goods at the time of production and packaging. In the case of reels and uncounted sheets the weight shall apply gross for net; in the terms set out in Schedule 5 case of reels the wrappings, cores and each party acknowledges that the terms of Schedule 5 bungs and this clause 8 are in the circumstances fair and reasonablecase of sheets the wrappings shall be included in the weight. Irrespective of the above provisions, any quantity deviations which are common in the trade, negligible or technically unavoidable shall not be deemed defects. 8.2 6.4. The Warranties Buyer is obliged to inspect the delivered goods immediately upon receipt, however, in any case prior to processing the goods, as to any defects. If the goods do not comply with the agreed quality standards, processing must not commence before the Seller has approved thereof in writing. For claims in connection with defects, the following provisions shall apply: a) in case of deviations in quantity (i.e. delivered quantity is larger or smaller than contracted quantity) the defects are given subject to matters fully, fairly and accurately disclosed in sufficient detail to enable be notified by the Buyer to understand their nature and scope the Seller forthwith, however, in any event within seven days after receipt of documents showing weight or quantity of the Disclosure Letter (‘Disclosed’delivered goods and/or after delivery; b) but no other information in case of defects in quality which can be ascertained by visual inspection of the goods or the packaging or by sampling, the defects must be notified by the Buyer has actualto the Seller forthwith, constructive however, in any case within seven days after delivery; c) in case of defects in quality which cannot be determined by visual inspection or imputed knowledge by sampling, the defects are to be notified by the Buyer to the Seller forthwith on detection, however, in any event within six months of delivery. Later notifications of defects/complaints cannot be accepted. 6.5. In case of papers and no investigation printed products used as component for tobacco products, packing of food, bottling and drinking of beverage, packaging applications for organoleptically sensitive products, and packaging of pharmaceutical products, the Buyer is obliged to check the suitability of the papers and printed products before processing and forthwith notify the Seller in case of defects or enquiry made unsuitability. The Buyer shall obtain all necessary permits, licenses, approvals and the like to export, import, use, market and process any papers and printed products sourced from the Seller being used as component for tobacco products, packing of food, bottling and drinking of beverage, packaging applications for organoleptically sensitive products, and packaging of pharmaceutical products. 6.6. When notifying a defect, the Buyer shall identify the goods clearly and include a list giving details of each defect claimed and provide the Seller with product samples and any other suitable documents to support such claim. Defective goods must be kept available for the Seller’s inspections for 14 days from the date of the notification and must not be returned to the Seller early. Any notification of a defect shall be in writing. If such notification or availability of defective goods for inspection by or on behalf the Seller are not effected in compliance with the above provisions, any and all warranty, damage and other claims of the Buyer shall modify or discharge the Sellers’ liability under the Warranties in any way and the provisions of section 6(2) of the Law of Property (Miscellaneous Provisions) Xxx 0000 are hereby be excluded. 8.3 In so far as 6.7. Until the Warranties relate to matters facts of factthe case have been ascertained, they shall constitute representations in reliance upon which the Buyer has entered into this Agreementshall duly store the goods and, in the interest of both contracting parties, keep them insured to cover the purchase price. If it is suspected that the damage occurred during transport, the Buyer is further obliged to notify the forwarding agent (carrier) forthwith, however, in any case within the deadline provided in the forwarding contract. 8.4 Each 6.8. If the quantity of the Warranties is a separate representation or warranty and shall not be restricted in its extent or application goods delivered by the terms Seller falls below customary or agreed tolerances (as applicable), the Seller’s sole obligation shall be to deliver additional goods to make up for any such deficiency. 6.9. Quality defects in the delivered goods shall be remedied by improvement or replacement of the defective item(s) free of charge. In the event that improvement or replacement is either impossible or would involve unreasonably high expenses for the Seller, the Buyer shall be entitled to a reduction of the price. Any claims in addition thereto, such as in particular claims for cancellation of the Contract, claims for damages or claims for substitute performance shall be excluded to the extent permitted by law. 6.10. Any legal presumption under applicable law to the effect that the goods were defective upon delivery shall be excluded. 6.11. Any warranty claims of the Buyer shall come under the statute of limitation seven months after the passing of risk. The duration of a delay in acceptance, if any, shall be included in such seven- months period. 6.12. The fulfilment of any warranty obligations of the other Warranties or by any other term of this Agreement. 8.5 Each of the Sellers undertakes with the Buyer that - (a) each of the Warranties Seller shall remain true and accurate on each day up to and including the Completion Date as if any express or implied reference in Schedule 5 to the date of this Agreement were a reference to the Completion Date; and (b) it shall immediately disclose be subject to the Buyer in writing fulfilling any matter which becomes known to it before Completion and which gives rise, or might give rise, to a claim under the Warranties or which would materially affect the willingness of a prudent purchaser for value to purchase the Shares on the terms of this Agreement. 8.6 If any of the Warranties shall prove to be untrue or misleading, the Sellers shall, without prejudice to any other right or remedy which may be available to the Buyer, pay to the Buyer (or to the relevant member of the Buyer’s Group) on demand - (a) the amount by which the value of the Shares is less than it would have been had such Warranty been true and not misleading; or (b) the amount necessary to put the Company and any member of the Buyer’s Group into the position it would have been in had such Warranty been true and not misleading; together with the amount of all costs and expenses (including legal and other professional fees and expenses, the costs of management time and all other consequential losses whether directly or indirectly arising) incurred directly or indirectly by the Buyer (or any member of the Buyer’s Group) or the Company which it would not have incurred had such Warranty been true and not misleadingits Contractual obligations, in particular its payment obligations as agreed. 8.7 Each of the Sellers hereby waives any right which it may have in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by any director, officer or employee of the Company for the purpose of assisting the Sellers to give any of the Warranties or to prepare the Disclosure Letter.

Warranties. 8.1 7.1 The Sellers Vendor and FAI jointly and severally represent and warrant jointly and severally to the Buyer in the terms set out in Schedule 5 and each party acknowledges Purchaser that the terms of Schedule 5 and this clause 8 are in the circumstances fair and reasonable. 8.2 The Warranties are given subject to matters fully, fairly and accurately disclosed in sufficient detail to enable the Buyer to understand their nature and scope in the Disclosure Letter (‘Disclosed’) but no other information of which the Buyer has actual, constructive or imputed knowledge and no investigation or enquiry made by or on behalf of the Buyer shall modify or discharge the Sellers’ liability under the Warranties in any way and the provisions of section 6(2) of the Law of Property (Miscellaneous Provisions) Xxx 0000 are hereby excluded. 8.3 In so far as the Warranties relate to matters of fact, they shall constitute representations in reliance upon which the Buyer has entered into this Agreement. 8.4 Each of the Warranties is a separate representation or warranty and shall not be restricted in its extent or application by the terms of any of the other Warranties or by any other term of this Agreement. 8.5 Each of the Sellers undertakes with the Buyer that - (a) each of the Company Warranties shall remain is true and accurate at the date of this agreement and will be true and accurate on each day up to and including the Completion Date as if any express or implied reference in Schedule 5 Date. 7.2 The Vendor and Cervale jointly and severally represent and warrant to the Purchaser that each of the Asset Warranties is true and accurate at the date of this Agreement were agreement and will be true and accurate on each day up to and including the Completion Date. 7.3 Each of the Warranties is separate and independent and is not limited by reference to any other Warranty or any other provision in this agreement. 7.4 Each of the Company Warranties: (a) applies in relation to each Group Company and, except where expressly otherwise provided, separately in relation to each Group Company as if each reference in SCHEDULE 6 to the 'Company' is a reference to the Completion Datethat Group Company; and (b) it shall immediately disclose remains in full force and effect on and after the Completion Date despite Completion. 7.5 Each of the Asset Warranties remains in full force and effect on and after the Completion Date despite Completion. 7.6 Provided that all matters disclosed in SCHEDULE 8 have been disclosed separately to the Buyer Purchaser at least three days prior to the date of execution of this agreement, the Purchaser acknowledges that none of the matters disclosed in writing SCHEDULE 8 or any other matter which becomes known referred to it before Completion and which gives riseor contemplated by this agreement, or might including, without limitation, NZ Completion, can give rise, rise to a claim breach of Warranty. No other information relating to any Group Company of which the Purchaser has knowledge, actual or constructive, prejudices any Claim of the Purchaser under the Warranties nor operates to reduce any amount recoverable. 7.7 Subject to CLAUSE 7.8, if there is a breach of or inaccuracy in any of the Warranties on or before Completion the Purchaser may immediately terminate this agreement by notice in writing to the Vendor but is not entitled to any other remedy. 7.8 The Vendor must immediately notify the Purchaser in writing of any facts or circumstances of which would materially affect it becomes aware which constitute or may constitute a breach of any Warranty ('NOTIFIED BREACH'). The Purchaser must notify the willingness Vendor within 15 days of receipt of such notice, or before Completion, whichever occurs earlier, whether or not it has elected to terminate this agreement as a result of a prudent purchaser for value Notified Breach in accordance with CLAUSE 7.7. The Purchaser acknowledges that if it makes no election within 15 days of receipt of such notice, or before Completion, whichever occurs earlier, then the Purchaser waives any rights it may have to purchase terminate this Agreement in respect of the Shares on Notified Breach. 7.9 The rights and remedies of the Purchaser in respect of any breach of the Warranties or of the terms of this Agreementagreement are not affected by Completion. 8.6 If any of 7.10 The Vendor and FAI jointly and severally indemnify the Warranties shall prove to be untrue or misleading, the Sellers shall, without prejudice to any other right or remedy which may be available to the Buyer, pay to the Buyer (or to the relevant member of the Buyer’s Group) on demand -Purchaser from all Claims: (a) the amount made by any third party in relation to a matter which the value constitutes, or in circumstances that constitute, a breach of any of the Shares is less than it would have been had such Warranty been true and not misleadingCompany Warranties or any other covenant or representation in this agreement; or (b) which the amount necessary to put Purchaser or any Company suffers or incurs by reason of any of the Company Warranties or any other covenant or representation made in this agreement being untrue or inaccurate in any respect or by reason of any failure by the Vendor or FAI to fulfil its obligations under this agreement. 7.11 The Vendor and Cervale jointly and severally indemnify the Purchaser from all Claims: (a) made by any member third party in relation to a matter which constitutes, or in circumstances that constitute, a breach of any of the Buyer’s Group into Asset Warranties or any other covenant or representation in this agreement; or (b) which the position it would have been Purchaser or any Company suffers or incurs by reason of any of the Asset Warranties or any other covenant or representation made in had such Warranty been true and not misleading; together with the amount this agreement being untrue or inaccurate in any respect or by reason of all costs and expenses (including legal and other professional fees and expenses, the costs of management time and all other consequential losses whether directly or indirectly arising) incurred directly or indirectly any failure by the Buyer Vendor or Cervale to fulfil its obligations under this agreement. 7.12 Notwithstanding any other provision of this agreement: (or any member of a) the Buyer’s Group) or the Company which it would Vendor shall not have incurred had such Warranty been true and not misleading. 8.7 Each of the Sellers hereby waives any right which it may have liability in respect of any misrepresentation, inaccuracy Claim under the Warranties unless reasonable particulars of the Claim are given to the Vendor before the third anniversary of Completion; (b) the liability of the Vendor in respect of any Claim under the Warranties shall be reduced to the extent that the Claim has arisen as a result of any act or omission after Completion by the Purchaser; (c) the Vendor shall not be liable in respect of any Claim under the Warranties unless the aggregate of all Claims made against the Vendor under the Warranties exceeds the sum of A$100,000, but thereafter the Vendor will be liable for the whole amount payable in respect of all claims, and not just the excess over A$100,000. 7.13 The Purchaser acknowledges and agrees that, except for the Warranties, the Vendor has not given, nor has the Purchaser relied upon, any representation, warranty, statement or from any information document or advice supplied other conduct by the Vendor or given by any director, officer its representatives in connection with the Companies or employee the Business. 7.14 The Purchaser must (at the cost of the Company for Vendor) take such action as the purpose Vendor may request in relation to a Notified Breach, including without limitation: (a) prosecute any action or proceedings, including the making of assisting any counter-claim or cross-claim against any person; (b) conduct any negotiations and participate in any investigation in respect of such notified breach; (c) not accept, pay or compromise such notified breach without the Sellers Vendor's prior written consent; and (d) co-operate and procure its solicitors, accountants and other representatives to give any co-operate with the Vendor and its counsel, accountants or other representatives in respect of the Warranties or to prepare the Disclosure Lettersuch notified breach.

Warranties. 8.1 The Sellers represent UCAR CARBON warrants, represents, covenants and warrant jointly and severally agrees as follows: (i) the materials or items supplied pursuant to the Buyer purchase order will (A) be in full compliance with BPS's Specifications, blueprints, drawings and data, (B) be in conformity with samples approved by BPS, (C) not infringe any patent, copyright, trade secret, mask work right, trademark or other intellectual property right of any person covering the material or item itself but UCAR CARBON does not warrant against infringement by reason of the use of such material or item in combination with other articles or material or in the terms set out practice of any process other than a process for which such item has been expressly manufactured by UCAR CARBON, (D) be so supplied, and BPS will have title thereto, free and clear of all liens, charges, encumbrances and security interests; (ii) THERE ARE NO EXPRESS WARRANTIES BY UCAR CARBON OTHER THAN THOSE SPECIFIED IN THIS SECTION. NO WARRANTIES BY UCAR CARBON (OTHER THAN WARRANTY OF TITLE AS PROVIDED BY THE UNIFORM COMMERCIAL CODE) SHALL BE IMPLIED OR OTHERWISE CREATED AT LAW OR IN EQUITY, INCLUDING, BUT NOT LIMITED TO, WARRANTY OF MERCHANTABILITY AND WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. Without limiting the generality of the foregoing, BPS assumes all risk and liability for the results obtained by the use of any products delivered hereunder in Schedule 5 and each party acknowledges that the terms of Schedule 5 and this clause 8 are combination with other articles or material or in the circumstances fair and reasonablepractice of any process other than a process for which such item has been expressly manufactured by UCAR CARBON. 8.2 The Warranties are given subject to matters fully(iii) BPS's receipt of any products delivered hereunder shall be an unqualified acceptance of, fairly and accurately disclosed in sufficient detail to enable the Buyer to understand their nature a waiver by BPS of any and scope in the Disclosure Letter all claims (‘Disclosed’) but no other information of which the Buyer has actual, constructive or imputed knowledge and no investigation or enquiry made by or on behalf of the Buyer shall modify or discharge the Sellers’ liability including claims arising under the Warranties warranties specified in any way and the provisions this Section 3.1(f)) with respect to, such products unless BPS gives UCAR CARBON notice of section 6(2) of the Law of Property (Miscellaneous Provisions) Xxx 0000 are hereby excluded. 8.3 In so far as the Warranties relate to matters of fact, they claim within 150 days after such receipt or within ten days after BPS shall constitute representations in reliance upon which the Buyer has entered into this Agreement. 8.4 Each of the Warranties is a separate representation or warranty and shall not be restricted in its extent or application by the terms have received 12 written notice of any claim of the other Warranties or infringement covered by any other term of this Agreement. 8.5 Each of the Sellers undertakes with the Buyer that -clause (i) above, (aiv) each of the Warranties shall remain true and accurate on each day up to and including the Completion Date as if any express materials or implied reference in Schedule 5 to items delivered hereunder do not meet the date of this Agreement were a reference to the Completion Date; andwarranties specified herein, BPS may, at its option (bA) it shall immediately disclose require the UCAR CARBON to the Buyer in writing correct, at no cost to BPS, any matter which becomes known to it before Completion and which gives risedefective or non-conforming materials or items by repair or replacement, or might give rise, to a claim under the Warranties or which would materially affect the willingness of a prudent purchaser for value to purchase the Shares on the terms of this Agreement. 8.6 If any of the Warranties shall prove to be untrue or misleading, the Sellers shall, without prejudice to any other right or remedy which may be available to the Buyer, pay to the Buyer (or to the relevant member of the Buyer’s Group) on demand - (a) the amount by which the value of the Shares is less than it would have been had such Warranty been true and not misleading; or (bB) return such defective or non-conforming materials or items at UCAR CARBON's expense to the amount necessary UCAR CARBON and recover from the UCAR CARBON the purchase order price thereof, or (C) correct the defective or non-conforming materials or items itself and charge UCAR CARBON with the cost of such correction. The foregoing remedies are exclusive to put the Company and BPS. (v) No waiver by BPS of any member drawing or specification requirement for one or more of the Buyer’s Group into the position it would have been in had materials or items ordered will constitute a waiver of such Warranty been true and not misleading; together with the amount of all costs and expenses (including legal and other professional fees and expenses, the costs of management time and all other consequential losses whether directly or indirectly arising) incurred directly or indirectly by the Buyer (or any member of the Buyer’s Group) or the Company which it would not have incurred had such Warranty been true and not misleading. 8.7 Each of the Sellers hereby waives any right which it may have in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by any director, officer or employee of the Company requirements for the purpose remaining materials or items to be delivered hereunder, unless specified by BPS in writing. The provisions of assisting this Section 3.1(f) will not limit or affect the Sellers to give any rights of the Warranties or to prepare the Disclosure LetterBPS under Section 3.1(h).

Warranties. 8.1 The Sellers represent (a) LMI warrants that the Sestamibi Products supplied hereunder; will (i) be free from defects in material and warrant jointly and severally workmanship; (ii) conform to the Buyer in Specifications; (iii) not be (a) adulterated or misbranded within the terms set out in Schedule 5 and each party acknowledges that the terms of Schedule 5 and this clause 8 are in the circumstances fair and reasonable. 8.2 The Warranties are given subject to matters fully, fairly and accurately disclosed in sufficient detail to enable the Buyer to understand their nature and scope in the Disclosure Letter (‘Disclosed’) but no other information of which the Buyer has actual, constructive or imputed knowledge and no investigation or enquiry made by or on behalf meaning of the Buyer shall modify Federal Food, Drug, and Cosmetic Act, as amended, or discharge the Sellers’ liability under the Warranties (b) an article which may not be introduced in any way and interstate commerce within the provisions of section 6(2Sections 404 and 405 of such Act, as amended; (iv) otherwise be produced in accordance with applicable cGMPs to the extent such cGMPs affect salability of the Law of Property Sestamibi Products; and (Miscellaneous Provisionsv) Xxx 0000 are hereby excluded. 8.3 In so far as the Warranties relate to matters of factLMI’s knowledge, they shall constitute representations in reliance upon which the Buyer has entered into this Agreement. 8.4 Each of the Warranties is a separate representation not infringe any patent, or warranty and shall not be restricted in its extent or application by the terms trademark right of any of the other Warranties or by any other term of this Agreementthird party. 8.5 Each of the Sellers undertakes with the Buyer that - (a) each of the Warranties shall remain true and accurate on each day up to and including the Completion Date as if any express or implied reference in Schedule 5 to the date of this Agreement were a reference to the Completion Date; and (b) it EXCEPT AS EXPRESSLY SET FORTH HEREIN OR STATED IN THE LABELING AND INFORMATION PROVIDED BY LMI AND ACCOMPANYING EACH VIAL OF THE SESTAMIBI PRODUCTS, LMI MAKES NO OTHER WARRANTY, EXPRESSED OR IMPLIED, WITH RESPECT TO THE SESTAMIBI PRODUCTS, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND ALL SUCH WARRANTIES ARE HEREBY EXCLUDED. Licensee shall immediately disclose not give or make any guarantees, warranties, or representations as to the Buyer in writing condition, quality, durability, performance, merchantability or fitness for a particular use or purpose or any matter which becomes known other feature of any Sestamibi Product or any Sestamibi Unit Dose other than or different from those provided by LMI hereunder. Any such other guarantee, warranty or condition, whether express or implied, made by Licensee to it before Completion its customers shall be and which gives rise, or might give rise, to a claim under remain the Warranties or which would materially affect the willingness sole responsibility of a prudent purchaser for value to purchase the Shares Licensee and shall not impose any obligation on the terms of this AgreementLMI. 8.6 If any of the Warranties shall prove to be untrue or misleading(c) NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR, the Sellers shallAND EACH PARTY WAIVES ANY AND ALL CLAIMS AGAINST THE OTHER PARTY FOR, without prejudice to any other right or remedy which may be available to the BuyerALL SPECIAL, pay to the Buyer (or to the relevant member of the Buyer’s Group) on demand - (a) the amount by which the value of the Shares is less than it would have been had such Warranty been true and not misleading; or (b) the amount necessary to put the Company and any member of the Buyer’s Group into the position it would have been in had such Warranty been true and not misleading; together with the amount of all costs and expenses (including legal and other professional fees and expensesINDIRECT, the costs of management time and all other consequential losses whether directly or indirectly arising) incurred directly or indirectly by the Buyer (or any member of the Buyer’s Group) or the Company which it would not have incurred had such Warranty been true and not misleadingCONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, WHICH MAY BE CAUSED BY, OR IN ANY WAY RESULT FROM, THE SESTAMIBI PRODUCTS OR THAT MAY ARISE UNDER OR AS A RESULT OF THIS AGREEMENT, INCLUDING ANY SUCH DAMAGES RESULTING FROM DELAYS IN DELIVERY, OR FAILURE TO DELIVER, ANY PRODUCT, OR FAILURE TO PURCHASE ANY PRODUCT, WHETHER BASED ON XXXXXXXXXX, XXXX, XXXXXX XX XXXXXXXX, XXXXXX LIABILITY OR ANY OTHER CAUSE OF ACTION. 8.7 Each of the Sellers hereby waives any right which it may have in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by any director, officer or employee of the Company for the purpose of assisting the Sellers to give any of the Warranties or to prepare the Disclosure Letter.

Warranties. 8.1 5.1 The Sellers represent Warrantor acknowledges that the Series B Investors have been induced to enter into this Agreement and warrant jointly to subscribe for the New Shares on the basis of and severally in reliance upon the Warranties amongst other things. 5.2 The Warrantor warrants to the Buyer in the terms Series B Investors that each and every Warranty set out in Schedule 5 is true and each party acknowledges that accurate at the date of this Agreement subject only to: (a) the matters Disclosed in die Disclosure Letter; and (b) any exceptions expressly provided for under this Agreement. 5.3 Each Warranty is a separate and independent warranty, and, save as otherwise expressly provided, no Warranty shall be limited by reference to any other Warranty or by me other terms of Schedule 5 this Agreement and this clause 8 are in the circumstances fair and reasonableDisclosure Letter. 8.2 5.4 The rights and remedies of the Series B Investors in respect of any breach of any of the Warranties are given subject to matters fullyshall not be affected by Completion, fairly and accurately disclosed in sufficient detail to enable the Buyer to understand their nature and scope in the Disclosure Letter (‘Disclosed’) but no other information of which the Buyer has actual, constructive or imputed knowledge and no any investigation or enquiry made by or on behalf of the Buyer shall modify or discharge Series B Investors into the Sellers’ liability under the Warranties in any way and the provisions of section 6(2) affairs of the Law of Property (Miscellaneous Provisions) Xxx 0000 are hereby excludedCompany or any other event or matter whatsoever which otherwise might have affected such rights and remedies except a specific and duly authorised written waiver or release. 8.3 In 5.5 No information relating to the Company of which the Series B Investors have knowledge (actual or constructive) other than by reason of it being disclosed in accordance with clause 5.2(a) shall prejudice any Claim which the Sales B Investors shall be entitled to bring or shall operate to reduce any amount recoverable by the Series B Investors under this Agreement, 5.6 Where any Warranty is qualified by the expression “so far as the Warranties relate to matters of factWarrantor is aware” or words having similar effect, they shall constitute representations in reliance upon which the Buyer has entered into this Agreement. 8.4 Each of the Warranties is a separate representation or warranty and shall not be restricted in its extent or application by the terms of any of the other Warranties or by any other term of this Agreement. 8.5 Each of the Sellers undertakes with the Buyer that - (a) each of the Warranties shall remain true and accurate on each day up to and including the Completion Date as if any express or implied reference in Schedule 5 to the date of this Agreement were a reference to the Completion Date; and (b) it shall immediately disclose to the Buyer in writing any matter which becomes known to it before Completion and which gives rise, or might give rise, to a claim under the Warranties or which would materially affect the willingness of a prudent purchaser for value to purchase the Shares on the terms of this Agreement. 8.6 If any of the Warranties shall prove to be untrue or misleading, the Sellers shall, without prejudice to any other right or remedy which may be available to the Buyer, pay to the Buyer (or to the relevant member of the Buyer’s Group) on demand - (a) the amount by which the value of the Shares is less than it would have been had such Warranty been true and not misleading; or (b) shall be deemed to include a statement that such awareness means both the amount necessary to put actual knowledge of the Company and any member of also such knowledge which the Buyer’s Group into the position it Company would have been in had such if it had made duo and careful enquiry of Xxxxx Xxxxx, Xxxx Xxxxxx, Xxxxx Xxxxxxxx, Xxxx Xxxxx, Xxxxx Xxxxxxx and Xxxx Xxxxx to ascertain whether each Warranty been true and not misleading; together with the amount of all costs and expenses (including legal and other professional fees and expenses, the costs of management time and all other consequential losses whether directly or indirectly arising) incurred directly or indirectly by the Buyer (or any member of the Buyer’s Group) or the Company which it would not have incurred had such Warranty been true is correct and not misleading. 8.7 Each 5.7 The Series B Investors agree among themselves that the following provisions shall (unless they subsequently agree amongst themselves to the contrary acting by way of a Series B Majority) apply in relation to the enforcement of any of the Sellers hereby waives any right which it may have obligations of the Warrantor owed to the Series B Investors under this Agreement (the “Obligations”): (a) no claim in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by any director, officer or employee breach of the Company for the purpose of assisting the Sellers to give Obligations shall be brought by any of the Warranties or Series B Investors without the prior written consent of a Series B Majority provided that all Series B Investors have been informed of the breach of the Obligations and consulted prior to prepare a Series B Majority decision being made; (b) tire costs incurred by any Series B Investors in bringing a claim in respect of any breach of the Disclosure LetterObligations shall be borne by all of the Series B Investors proportionately to their holding of New Shares at that time; and (c) any damages obtained as a result of any claim in respect of any breach of the Obligations will, after deduction of all costs and expenses, be divided amongst the Series B Investors proportionately to their holding of Now Shares as a percentage of all New Shares at that time. Any Series B Investor shall be entitled to waive the Obligations owed to it at any time prior to the issue of proceedings with the consequence that it shall not be liable to hear its proportion of the costs referred to in (b) above (which costs per Series B Investor shall increase rateably for the remaining Series B Investors) nor entitled to any of the damages referred to in (c) above. 5.8 The Company acknowledges and agrees that, in connection with any Claim by the Series B Investors for breach of the Obligations, the Series B Investors shall be entitled to seek, as part of any Claim for damages, an amount equal to the Series B Investors’ proportionate share of the amount actually paid by the Company to the Series B Investor as a result of any such Claim.

Warranties. 8.1 9.1 The Sellers represent and warrant jointly and severally Seller warrants to the Buyer in the terms set out in Schedule 5 and each party acknowledges that the terms of Schedule 5 and this clause 8 are in the circumstances fair and reasonable. 8.2 The Warranties are given subject to matters fully, fairly and accurately disclosed in sufficient detail to enable the Buyer to understand their nature and scope in the Disclosure Letter (‘Disclosed’) but no other information of which the Buyer has actual, constructive or imputed knowledge and no investigation or enquiry made by or on behalf of the Buyer shall modify or discharge the Sellers’ liability under the Warranties in any way and the provisions of section 6(2) of the Law of Property (Miscellaneous Provisions) Xxx 0000 are hereby excluded. 8.3 In so far as the Warranties relate to matters of fact, they shall constitute representations in reliance upon which the Buyer has entered into this Agreement. 8.4 Each of the Warranties is a separate representation or warranty and shall not be restricted in its extent or application by at the terms of any of the other Warranties or by any other term date of this Agreement. 8.5 Each of 9.2 Save as provided in clause 9.3, except where expressly stated or where the Sellers undertakes with the Buyer that - (a) context otherwise requires in schedule 3, each of the Warranties shall remain true and accurate on each day up to and including the Completion Date as if any express or implied reference in Schedule 5 to be deemed repeated at the date of this Agreement were by the Seller in relation to each Group Company and any reference in schedule 3 to the Company shall be deemed to be a reference to each Group Company. 9.3 Save in relation to warranty 8 (Information Technology), 9 (Intellectual Property) and 14.3 (Group Companies) the Completion Date; and (b) it Warranties shall immediately disclose not be given, or deemed repeated pursuant to the Buyer provision of clause 9.2, in writing relation to Xxxxxx Xxx or the Xxxxxx Xxx Business and Assets (or any matter part of them) and accordingly no reference in schedule 3 to the Company, Group Company or Group (or any other reference which becomes known might otherwise be deemed to it before Completion be a reference to Xxxxxx Xxx) shall be deemed to be a reference to Xxxxxx Xxx or the Xxxxxx Xxx Business and Assets (or any part of them) save where such term is used in warranties 8 (Information Technology), 9 (Intellectual Property) or 14.3 (Group Companies). 9.4 The Warranties are qualified to the extent of those matters fairly disclosed in the Disclosure Letter. 9.5 Any Warranty which gives riseis qualified as being given “so far as the Seller is aware” or “to the best of the knowledge, information and belief of the Seller” or might give risequalified by any similar expression, is deemed to a claim under have been given after reasonable enquiry of Xxxx Xxxxx, Xxxxxx Xxxxxxxxxxx, Xxxx XxXxxxxx, Xxxxx Xxxxxx, Xxx Xxxxx and Xxxx Xxxxxxx at the Warranties or which would materially affect the willingness of a prudent purchaser for value to purchase the Shares on the terms date of this Agreement. 8.6 If 9.6 Each Warranty is to be construed as a separate and independent warranty and, save as provided otherwise in this Agreement, will not be limited by reference to any other Warranty. 9.7 Neither the Warranties, nor any rights or remedies in respect of them, will be extinguished or affected by Completion. 9.8 The Seller also hereby warrants to the Buyer that the terms so warranted by it pursuant to clause 9.1 in respect of the Warranties shall prove to be untrue or misleading, the Sellers shall, without prejudice to any other right or remedy which may be available to the Buyer, pay to the Buyer set out in paragraphs 14.6 and 15 (or to the relevant member of the Buyer’s Group) on demand - (a) the amount by which the value of the Shares is less than it would have been had such Warranty been true and not misleading; or (b) the amount necessary to put the Company and any member of the Buyer’s Group into the position it would have been in had such Warranty been true and not misleading; together with the amount of all costs and expenses (including legal and other professional fees and expenses, the costs of management time and all other consequential losses whether directly or indirectly arising) incurred directly or indirectly by the Buyer (or any member of the Buyer’s Group) or the Company which it would not have incurred had such Warranty been true and not misleading. 8.7 Each of the Sellers hereby waives any right which it may have in respect of any misrepresentationthe Seller only) shall be deemed repeated immediately before Completion with reference to the facts and circumstances then prevailing. 9.9 Any payment made by the Seller in respect of a Claim shall, inaccuracy or omission to the maximum extent possible, be deemed to be a reduction in or from any information or advice supplied or given by any director, officer or employee of the Company for the purpose of assisting the Sellers to give any of the Warranties or to prepare the Disclosure LetterPurchase Price.

Warranties. 8.1 The Sellers represent Vendor represents, warrants and warrant jointly undertakes to and severally to with the Buyer in Purchaser that each of the terms statements set out in Schedule 5 9 is now and each party acknowledges that the terms of Schedule 5 will at Completion be true and this clause 8 are in the circumstances fair and reasonableaccurate. 8.2 The Warranties are given subject to matters fully, fairly and accurately specifically disclosed in sufficient detail to enable the Buyer to understand their nature and scope in the Disclosure Letter (‘Disclosed’) but no other information relating to the Target Group of which the Buyer Purchaser has actual, constructive knowledge (actual or imputed knowledge constructive) and no investigation or enquiry made by or on behalf of the Buyer Purchaser shall modify or discharge prejudice any claim made by the Sellers’ liability Purchaser under the Warranties or operate to reduce any amount recoverable, and liability in any way respect thereof shall not be confined to breaches discovered before Completion. No letter, document or other communication shall be deemed to constitute a disclosure for the purposes of this Agreement unless the same is accepted as such by the Purchaser and is expressly referred to in the provisions of section 6(2) of the Law of Property (Miscellaneous Provisions) Xxx 0000 are hereby excludedDisclosure Letter. 8.3 In so far as The Vendor acknowledges that the Warranties relate to matters of fact, they shall constitute representations Purchaser has entered into this Agreement in reliance upon which the Buyer Warranties and has entered been induced by them to enter into this Agreement. 8.4 Each Without restricting the rights of the Warranties is a separate representation Purchaser or warranty and shall not be restricted in its extent or application by otherwise affecting the terms of any ability of the other Warranties or by Purchaser to claim damages on any other term of this Agreement. 8.5 Each of basis available to it, in the Sellers undertakes with the Buyer event that - (a) each of the Warranties shall remain true and accurate on each day up to and including the Completion Date as if any express or implied reference in Schedule 5 to the date of this Agreement were a reference to the Completion Date; and (b) it shall immediately disclose to the Buyer in writing any matter which becomes known to it before Completion and which gives rise, or might give rise, to a claim under the Warranties or which would materially affect the willingness of a prudent purchaser for value to purchase the Shares on the terms of this Agreement. 8.6 If any of the Warranties shall prove in this Clause 8 or in Schedule 9 is broken or (as the case may be) proves to be untrue or misleadingmisleading (subject to all qualifications and exceptions contained in the Warranties or such covenant or undertaking relating to materiality, material adverse effect or words of similar import), the Sellers Vendor shall, without prejudice to any other right or remedy which may be available to the Buyeron demand, pay to the Buyer (or to Purchaser or, at the relevant member of Purchaser’s direction, the Buyer’s Target Group) on demand -: (a) the amount by which the value of the Shares is less than it would have been had such Warranty been true and not misleading; or (b) 8.4.1 the amount necessary to put the Company and any member of the Buyer’s Target Group into the position it which would have existed if such Warranties had not been in broken or (as the case may be) had such Warranty been true and not misleadingmisleading or such covenants and undertakings had been fully performed and satisfied; together with the amount of and 8.4.2 all costs and expenses incurred by the Purchaser and/or the Target Group in connection with or as a result of such breach and any costs (including reasonable legal costs on a solicitor and own client basis), expenses or other professional fees and expensesliabilities which any of them may incur either before or after the commencement of any action in connection with (i) any legal proceedings in which the Purchaser claims that any of such Warranties has been broken or is untrue or misleading in which the Purchaser is the prevailing party or (ii) the enforcement of any settlement of, or order or judgment in respect of, such claim. 8.5 Where any statement in the costs of management time and all other consequential losses whether directly Warranties or indirectly arising) incurred directly any confirmation or indirectly certificate given by the Buyer (Vendor hereunder or pursuant hereto is qualified by the expression “so far as the Vendor is aware” or “to the best of the Vendor’s knowledge and belief” or any member similar expression, that statement shall be deemed to include an additional statement that it has been made after due enquiry. 8.6 The Vendor shall procure that (save only as may be necessary to give effect to this Agreement) neither they nor the Target Group shall do, allow or procure any act or omission before Completion which would constitute a breach of any of the Buyer’s Group) Warranties if they were given at Completion or which would make any of the Company which it would not have incurred had such Warranty been true and not misleadingWarranties inaccurate or misleading if they were so given. 8.7 Each The Vendor hereby agrees to disclose promptly to the Purchaser in writing immediately upon becoming aware of the Sellers hereby waives same, any right matter, event or circumstance (including any omission to act) which may arise or become known to it may have in respect after the date of this Agreement and before Completion which:- 8.7.1 constitutes a breach of or is inconsistent with any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by any director, officer or employee of the Company for Warranties; 8.7.2 constitutes a breach of or is inconsistent with any of the purpose covenants or undertakings by the Vendor as are set out herein; or 8.7.3 has, or is likely to have, a material adverse effect on the financial position or prospects of assisting the Sellers to give Target Group. 8.8 In the event of its becoming apparent on or before Completion that the Vendor is in breach of any of the Warranties or any other term of this Agreement (subject to prepare all qualifications and exceptions contained in the Disclosure LetterWarranties or such other term relating to materiality, material adverse effect or words of similar import) in any material respect the Purchaser may (without any liability on its part) rescind this Agreement by notice in writing to the Vendor’s Solicitors. 8.9 The Vendor shall give to the Purchaser and the Purchaser’s Solicitors and Advisors both before and after Completion all such information and documentation relating to the Target Group as the Purchaser shall reasonably require to enable it to satisfy itself as to the accuracy and due observance of the Warranties. 8.10 The benefit of the Warranties may be assigned in whole or in part and without restriction by the person for the time being entitled thereto.

Warranties. 8.1 The Sellers represent 6.1 As an inducement to Xxxxxxx Xxxxxx and warrant RBC to enter into this agreement and to carry out the Placing: (a) the Limited Warrantors jointly and severally represent, warrant and undertake to the Buyer in the terms set out in Schedule 5 each of Xxxxxxx Xxxxxx and RBC that each party acknowledges that the terms of Schedule 5 and this clause 8 are in the circumstances fair and reasonable. 8.2 The Warranties are given subject to matters fully, fairly and accurately disclosed in sufficient detail to enable the Buyer to understand their nature and scope in the Disclosure Letter (‘Disclosed’) but no other information of which the Buyer has actual, constructive or imputed knowledge and no investigation or enquiry made by or on behalf of the Buyer shall modify or discharge the Sellers’ liability under the Warranties in paragraphs 1 and 2 of Part A of Schedule 4; (b) the Full Warrantors jointly and severally represent, warrant and undertake to each of Xxxxxxx Xxxxxx and RBC that each of the Warranties in Part A of Schedule 4; and (c) each Selling Shareholder for itself only and severally but not jointly represent, warrant and undertake to each of Xxxxxxx Xxxxxx and RBC that each of the Warranties in Part B of Schedule 4 (only as to such Selling Shareholder and not as to any way other Selling Shareholder or the Company), are, in each case, true and accurate in all respects and not misleading in any respect and references to the “Warrantors” shall be construed accordingly. 6.2 Each of the Warrantors acknowledges that each of Xxxxxxx Xxxxxx and RBC is entering into this agreement in reliance on each of the Warranties as given pursuant to Clause 6.1. 6.3 The Warranties given or referred to in this clause 6 are given as at the date of this agreement and shall be deemed to be repeated on Admission and shall remain in full force and effect notwithstanding the completion of the subscription for the Placing Shares and the provisions of section 6(2) acquisition of the Law Sale Shares, Admission or completion of Property (Miscellaneous Provisions) Xxx 0000 are hereby excludedall other matters and arrangements referred to in or contemplated by this agreement. 8.3 In 6.4 Each of the Warrantors undertakes, in so far as he is able, and in respect only of the Warranties relate given by such Warrantor, to matters use all reasonable endeavours not to cause and not to permit any Specified Event in relation to such Warranties to occur before the earlier of fact, they shall constitute representations in reliance upon which Admission and the Buyer has entered into termination of this Agreementagreement. 8.4 6.5 Each of the Warrantors undertakes that he shall notify each of Xxxxxxx Xxxxxx and RBC promptly if, at any time prior to Admission, he becomes aware that any of the Warranties is or has become untrue or inaccurate or misleading in any respect, or would have been untrue or inaccurate or misleading in any respect by reference to the facts and circumstances then existing. 6.6 Without prejudice to the terms, conditions or provisions of clause 5, if, at any time before Admission becomes effective, Xxxxxxx Xxxxxx or RBC receives notice pursuant to clause 6.5 or otherwise becomes aware of any of the Warranties being untrue, inaccurate or misleading in any respect or of any circumstances which would or is likely, in the reasonable opinion of Xxxxxxx Xxxxxx and/or RBC, to cause any of the Warranties to become untrue, inaccurate or misleading in any respect by reference to the facts then existing, Xxxxxxx Xxxxxx and/or RBC may (without prejudice to their right to terminate this agreement pursuant to clause 11) require the Company, at its own expense, to make, or cause to be made, an announcement and/or despatch a communication to potential subscribers for Placing Shares or purchasers of Sale Shares, which announcement or communication shall be approved by Xxxxxxx Xxxxxx and RBC. 6.7 In this clause 6 and in Schedule 4 reference to the knowledge, information, belief or awareness of the Company, any Director or any Selling Shareholder shall, unless the context otherwise requires, be deemed to include any knowledge, information, belief or awareness which such person would have if he had made due and careful enquiries of the facts and circumstances surrounding the relevant subject matter. 6.8 Each of the Warranties is a separate representation or warranty shall be construed independently and (except where this agreement provides otherwise) shall not be limited or restricted in its extent shall not be limited by reference to or application by inference from the terms provisions of any other of the other Warranties or by any other term provision of this Agreementagreement. 8.5 Each 6.9 The Company shall comply in all respects with its respective obligations under the terms, conditions and provisions of Schedule 7. 6.10 The provisions of Schedule 5 shall apply in relation to the liability of the Sellers undertakes with Directors under this agreement, and of each of the Buyer that -Warrantors under the Warranties. 6.11 If Xxxxxxx Xxxxxx or RBC becomes aware of any Claim: (a) each they shall promptly notify the Warrantor or Warrantors potentially liable under the Claim of such Claim and shall thereafter (subject to being indemnified by the relevant Warrantors to their reasonable satisfaction against all losses they may suffer or incur as a result of so doing), subject to the requirements (if any) of their insurers, consult with the relevant Warrantors regarding the conduct of the Warranties shall remain true Claim, provide the relevant Warrantors with such information and accurate on each day up to and including the Completion Date as if any express or implied reference in Schedule 5 copies of such documents relating to the date Claim as such Warrantors may reasonably request and take into account any reasonable requests of this Agreement were the relevant Warrantors in connection with conduct but shall not be under any obligation to provide such Warrantors with a reference copy of any document which is, or in the reasonable opinion of Xxxxxxx Xxxxxx or RBC is, likely to be privileged in the context of the Claim or to the Completion Dateextent that it is subject to a bona fide duty of confidentiality or it would materially prejudice any insurance cover to which Xxxxxxx Xxxxxx or RBC may from time to time be entitled; and (b) it shall immediately disclose they agree that they will not without the prior written consent of the relevant Warrantors (not to be unreasonably withheld or delayed) settle or compromise or consent to the Buyer in writing entry of any matter which becomes known judgement with respect to it before Completion and which gives riseany pending or threatened claim save where: (i) such settlement, compromise or might give rise, to a claim under the Warranties or which would materially affect the willingness of a prudent purchaser for value to purchase the Shares on the terms of this Agreement. 8.6 If any consent includes an unconditional release of the Warranties shall prove to be untrue or misleading, the Sellers shall, without prejudice to any other right or remedy which may be available to the Buyer, pay to the Buyer (or to the relevant member Company from all liability arising out of the Buyer’s Group) on demand - (a) the amount by which the value of the Shares is less than it would have been had such Warranty been true and not misleadingClaim; or (bii) the amount necessary to put the Company and any member defence of the Buyer’s Group into the position it would have been in had such Warranty been true and not misleading; together with the amount of all costs and expenses (including legal and other professional fees and expenses, the costs of management time and all other consequential losses whether directly or indirectly arising) incurred directly or indirectly Claim recommended by the Buyer relevant Warrantors under clause 6.12(a) above would, on the balance of probabilities, have no reasonable prospect of success; or (iii) Xxxxxxx Xxxxxx and/or RBC, acting in good faith, reasonably determines that such claim will, or any member of the Buyer’s Group) or the Company which it would not have incurred had such Warranty been true and not misleadingis likely to, cause reputational damage to Xxxxxxx Xxxxxx and/or RBC. 8.7 Each of the Sellers hereby waives any right which it may have in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by any director, officer or employee of the Company for the purpose of assisting the Sellers to give any of the Warranties or to prepare the Disclosure Letter.

Warranties. 8.1 The Sellers represent Velodyne makes no warranty or representations regarding manufacturing costs or xxxx of materials costs. Velodyne makes no warranty or representations regarding manufacturing times or yields. Velodyne represents and warrant jointly warrants that: (i) the information, documents and severally other materials provided to Veoneer hereunder will conform materially to what has been agreed between the Parties regarding the same (which shall be specified with particularity in the Definitive Agreement); and (ii) said information, documents and other materials will be sufficient for reasonably qualified personnel to develop the initially targeted Licensed Products meeting reasonable customer requirements, save for the automotive grade improvements (which will be the sole responsibility of Veoneer). For clarity, it is agreed that the sole remedy for any breach of the above representation and warranty other than willful misconduct or gross failure will be the providing of remedied information, documents and other materials to support Veoneer and that, in no event, will any possible monetary liability on the part of Velodyne for the same exceed $[*] USD in the aggregate. Velodyne represents and warrants that the [*] design and the Licensed Products, to the Buyer in extent comprising the terms set out in Schedule 5 [*] design and each excluding any automotive grade and other improvements or modifications created by Veoneer, do not infringe any third-party acknowledges that intellectual property rights. Notwithstanding anything to the terms of Schedule 5 and this clause 8 are in the circumstances fair and reasonable. 8.2 The Warranties are given subject to matters fullycontrary, fairly and accurately disclosed in sufficient detail to enable the Buyer to understand their nature and scope in the Disclosure Letter (‘Disclosed’) but no other information of which the Buyer has actual, constructive or imputed knowledge and no investigation or enquiry made by or on behalf of the Buyer shall modify or discharge the Sellers’ liability under the Warranties in Velodyne does not provide any way and the provisions of section 6(2) of the Law of Property (Miscellaneous Provisions) Xxx 0000 are hereby excluded. 8.3 In so far as the Warranties relate to matters of fact, they shall constitute representations in reliance upon which the Buyer has entered into this Agreement. 8.4 Each of the Warranties is a separate representation or warranty and shall not be restricted in its extent or application disclaims all liability with respect to products produced by the terms of any of the other Warranties or by any other term of this Agreement. 8.5 Each of the Sellers undertakes with the Buyer that - Veoneer (a) each of the Warranties shall remain true and accurate on each day up to and including the Completion Date as if any express or implied reference in Schedule 5 to the date of this Agreement were a reference to the Completion Date; and (b) it shall immediately disclose to the Buyer in writing any matter which becomes known to it before Completion and which gives rise, or might give rise, to a claim under the Warranties or which would materially affect the willingness of a prudent purchaser for value to purchase the Shares on the terms of this Agreement. 8.6 If any of the Warranties shall prove to be untrue or misleading, the Sellers shallincluding, without prejudice to any other right or remedy which may be available to the Buyerlimitation, pay to the Buyer (or to the relevant member of the Buyer’s GroupLicensed Products) on demand - (a) the amount by which the value of the Shares is less than it would have been had such Warranty been true and not misleading; or (b) the amount necessary to put the Company and any member of the Buyer’s Group into the position it would have been in had such Warranty been true and not misleading; together with the amount of all costs and expenses (including legal and other professional fees and expensesand, the costs of management time and all other consequential losses whether directly or indirectly arising) incurred directly or indirectly by the Buyer (or any member of the Buyer’s Group) or the Company which it would not have incurred had such Warranty been true and not misleading. 8.7 Each of the Sellers hereby waives any right which it may have in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by any director, officer or employee of the Company save for the purpose of assisting the Sellers to give any of the Warranties or to prepare the Disclosure Letterwarranties expressly provided above in this Section 5.9. EXCEPT AS SET FORTH IN THE PRECEDING SENTENCE, VELODYNE MAKES NO WARRANTY WITH RESPECT TO ANY LICENSED PRODUCT, VELODYNE INTELLECTUAL PROPERTY, VELODYNE SERVICES, VELODYNE INTELLECTUAL PROPERTY RIGHTS OR OTHER SUBJECT MATTER OF THIS AGREEMENT, ANY AND ALL OF THE FOREGOING ARE PROVIDED ON AN “AS IS” BASIS AND VELODYNE HEREBY DISCLAIMS WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT WITH RESPECT TO ANY AND ALL OF THE FOREGOING.

Warranties. 8.1 6.1 The Buyer is entering into this agreement on the basis of, and in reliance on, the Warranties. 6.2 The Sellers warrant and represent and warrant jointly and severally to the Buyer in the terms set out in Schedule 5 that each Warranty is true, accurate and each party acknowledges that the terms of Schedule 5 and this clause 8 are in the circumstances fair and reasonable. 8.2 The Warranties are given subject to matters fully, fairly and accurately disclosed in sufficient detail to enable the Buyer to understand their nature and scope in the Disclosure Letter (‘Disclosed’) but no other information of which the Buyer has actual, constructive or imputed knowledge and no investigation or enquiry made by or not misleading on behalf of the Buyer shall modify or discharge the Sellers’ liability under the Warranties in any way and the provisions of section 6(2) of the Law of Property (Miscellaneous Provisions) Xxx 0000 are hereby excluded. 8.3 In so far as the Warranties relate to matters of fact, they shall constitute representations in reliance upon which the Buyer has entered into this Agreement. 8.4 Each of the Warranties is a separate representation or warranty and shall not be restricted in its extent or application by the terms of any of the other Warranties or by any other term of this Agreement. 8.5 Each of the Sellers undertakes with the Buyer that - (a) each of the Warranties shall remain true and accurate on each day up to and including the Completion Date as if any express or implied reference in Schedule 5 to the date of this Agreement were a reference agreement except as Disclosed. 6.3 Without prejudice to the Completion Date; and (b) it shall immediately disclose to right of the Buyer in writing to claim on any matter which becomes known other basis or take advantage of any other remedies available to it before Completion and which gives riseit, if any Warranty is breached or might give rise, to a claim under the Warranties or which would materially affect the willingness of a prudent purchaser for value to purchase the Shares on the terms of this Agreement. 8.6 If any of the Warranties shall prove proves to be untrue or misleading, the Sellers shall, without prejudice to any other right or remedy which may be available to the Buyer, shall pay to the Buyer (or to the relevant member of the Buyer’s Group) on demand -demand: (a) the amount by which the value of the Shares is less than it would have been had such Warranty been true and not misleading; or (b) the amount necessary to put the Company and any member of the Buyer’s Group into the position they it would have been in if the Warranty had such Warranty not been true and breached or had not been untrue or misleading; together with the amount of and (b) all costs and expenses (including including, without limitation, damages, legal and other professional fees and expensescosts, the costs of management time penalties, expenses and all other consequential losses whether directly or indirectly arising) incurred directly or indirectly by the Buyer (or any member of the Buyer’s Group) or the Company which as a result of such breach or of the Warranty being untrue or misleading (including a reasonable amount in respect of management time). A payment made in accordance with the provisions of clause 6.3 shall include any amount necessary to ensure that, after any Taxation of the payment, the Buyer is left with the same amount it would have had if the payment was not have incurred had such Warranty been true and not misleadingsubject to Taxation. 8.7 6.4 Warranties qualified by the expression so far as the Sellers are aware or any similar expression are deemed to be given to the best of the knowledge, information and belief of the Sellers after they have made all reasonable and careful enquiries. 6.5 Each of the Sellers hereby waives Warranties is separate and, unless otherwise specifically provided, is not limited by reference to any right which it may have other Warranty or any other provision in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by any director, officer or employee this agreement. 6.6 With the exception of the Company for matters Disclosed, no information of which the purpose of assisting Buyer and/or its agents and/or advisers has knowledge (actual, constructive or imputed) or which could have been discovered (whether by investigation made by the Sellers to give Buyer or made on its behalf) shall prejudice or prevent any of the Warranties Claim or to prepare the Disclosure Letterreduce any amount recoverable thereunder.

Warranties. 8.1 The Sellers represent Employee-Contributor agrees, represents and warrant jointly and severally to the Buyer in the terms set out in Schedule 5 and each party acknowledges that the terms of Schedule 5 and this clause 8 are in the circumstances fair and reasonable. 8.2 The Warranties are given subject to matters fully, fairly and accurately disclosed in sufficient detail to enable the Buyer to understand their nature and scope in the Disclosure Letter (‘Disclosed’) but no other information of which the Buyer has actual, constructive or imputed knowledge and no investigation or enquiry made by or on behalf of the Buyer shall modify or discharge the Sellers’ liability under the Warranties in any way and the provisions of section 6(2) of the Law of Property (Miscellaneous Provisions) Xxx 0000 are hereby excluded. 8.3 In so far as the Warranties relate to matters of fact, they shall constitute representations in reliance upon which the Buyer has entered into this Agreement. 8.4 Each of the Warranties is a separate representation or warranty and shall not be restricted in its extent or application by the terms of any of the other Warranties or by any other term of this Agreement. 8.5 Each of the Sellers undertakes with the Buyer that -warrants that: (a) each of The Employee-Contributor Contribution Consideration is fair value for his or her Company Stock, and such fair value received and the Warranties shall remain true releases and accurate on each day up to other agreements made by the Company, Laredo and including the Completion Date as if any express LPI in this Release are good and sufficient consideration for his or implied reference in Schedule 5 to the date her execution of this Agreement were a reference to the Completion Date; andRelease. (b) it shall immediately disclose Employee-Contributor will sign this Release when the Contribution Agreement is executed, but the Release will not become effective until Closing. In the event that the Contribution Agreement is terminated prior to the Buyer in writing any matter which becomes known to it before Completion Closing, this Release shall thereupon become void and which gives rise, of no force or might give rise, to a claim under the Warranties or which would materially affect the willingness of a prudent purchaser for value to purchase the Shares on the terms of this Agreementeffect. 8.6 If (c) Employee-Contributor has not filed any claims, appeals, complaints, charges or lawsuits against the Company with any governmental agency or court. (d) Employee-Contributor acknowledges and agrees that he or she (i) has received or had full access to all the information he or she considered necessary or appropriate to make an informed decision with respect to his or her execution of the Warranties shall prove Contribution Agreement and this Release and (ii) has had an opportunity to be untrue or misleading, the Sellers shall, without prejudice to any other right or remedy which may be available to the Buyer, pay to the Buyer (or to the relevant member of the Buyer’s Group) on demand - (a) the amount by which the value of the Shares is less than it would have been had such Warranty been true ask questions and not misleading; or (b) the amount necessary to put receive answers from the Company and any member Laredo regarding the terms and conditions of the Buyer’s Group into Contribution Agreement and this Release; (iii) is not waiving any rights or claims under the position it would have been Age Discrimination in Employment Act of 1967, as amended (the “ADEA”) or Chapter 21.001 of the Texas Labor Code that may arise after the Closing Date, or any rights or claims to test the knowing and voluntary nature of this Release under the Older Workers’ Benefit Protection Act, as amended; (iv) has carefully read and fully understands all of the provisions of this Release; (v) knowingly and voluntarily agrees to all of the terms set forth in this Release and to be bound by this Release; (vi) is hereby advised in writing to consult with an attorney and tax advisor of her/his choice prior to executing this Release and has had the opportunity and sufficient time to seek such Warranty been true advice; and not misleading; together with (vii) is releasing the amount of all costs and expenses (including legal and other professional fees and expenses, the costs of management time Company from any and all other consequential losses whether directly claims he or indirectly arising) incurred directly or indirectly by the Buyer (or any member of the Buyer’s Group) or the Company which it would not have incurred had such Warranty been true and not misleading. 8.7 Each of the Sellers hereby waives any right which it she may have in respect of any misrepresentationagainst the Company, inaccuracy or omission in or from any information or advice supplied or given by any directorrelating to her/his employment and separation until and including the Closing Date, officer or employee of including claims arising under the Company for the purpose of assisting the Sellers to give any of the Warranties or to prepare the Disclosure LetterADEA.

Warranties. 8.1 7.1. The Sellers represent and acknowledge that the Buyers are entering into this Agreement on the basis of the Sellers’ Warranties. The Sellers’ Warranties are given in respect of the Target Group and, where applicable, in respect of the Dutch Business. 7.2. The Sellers warrant jointly and severally to the Buyer Buyers that, except as Disclosed in the terms set out Disclosure Letter (in Schedule 5 respect of the Sellers’ Warranties given on the date of this Agreement) and/or the Supplementary Disclosure Letter (in respect of the Sellers’ Warranties given on the Completion Date), each Sellers’ Warranty is true, accurate and not misleading on the date of this Agreement and on the Completion Date, in each party acknowledges that case by reference to the terms of Schedule 5 and this clause 8 are in the circumstances fair and reasonablefacts then existing. 8.2 7.3.1. The Warranties are deemed to be repeated on the Completion Date, by reference to the facts then existing. Any reference made to “the date of this Agreement” or “the date hereof” (whether express or implied) in relation to any Warranty shall be construed, in connection with the repetition of the Warranties, as a reference to the Completion Date; 7.3.2. In the Warranties given subject on the date of this Agreement references to matters fullythe “Accounts” shall be deemed to be references to the 2012 Accounts and the 2012 Cangenix Accounts and in the Warranties given on the Completion Date references to the “Accounts” shall be deemed to be references to the 2013 Accounts and the 2012 Cangenix Accounts. 7.4. If at any time during the Interim Period the Sellers become aware that a Sellers’ Warranty has been breached, fairly and accurately disclosed is untrue or is misleading, or have a reasonable expectation that any of those things might occur, it shall promptly: 7.4.1. notify the Buyers of the relevant occurrence in sufficient detail to enable the Buyer Buyers to understand their nature make an accurate assessment of the situation; and 7.4.2. if requested by the Buyers, use its reasonable endeavours to prevent or remedy the notified occurrence. 7.5. If a Sellers’ Warranty is qualified by the expression so far as the Seller is aware or to the best of the knowledge, information and scope belief of the Sellers or any similar expression, such awareness or knowledge, information or belief shall be deemed to be given by the Sellers after they have made reasonable enquiries of Onno van xx Xxxxxx, Xxxxxxxxx Jetten, Xxxxx Xxxxx, Xxxx Montana, Xxxxx Xxxxxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxxx, Xxx Xxxxxxxx and Xxxxx Xxxxxxx. 7.6. Each of the Sellers’ Warranties is separate and, unless otherwise specifically provided, is not limited by reference to any other Sellers’ Warranty or any other provision in this Agreement. 7.7. Except for the Disclosure Letter (‘Disclosed’) but matters specifically disclosed, no other information of which the Buyer Buyers, their agents or advisers has knowledge (in each case whether actual, constructive or imputed imputed), or which could have been discovered (whether by investigation made by the Buyers or on their behalf), shall prejudice or prevent any Claim or reduce the amount recoverable under any Claim. 7.8. The Buyers hereby acknowledge that they have no actual knowledge and no investigation or enquiry made nor awareness of there being any breach of any of the Sellers’ Warranties by the Sellers as at the date of this Agreement. 7.9. The Sellers agree that the supply of any information by or on behalf of any member of the Buyer shall modify Target Group or discharge the Dutch Seller or any of their respective employees, directors, agents or officers (“Officers”) to the Sellers or their advisers in connection with the Sellers’ liability Warranties, the Disclosure Letter or otherwise shall not constitute a warranty, representation or guarantee as to the accuracy of such information in favour of the Sellers. Save in the case of fraud, the Sellers unconditionally and irrevocably waives all and any rights and claims that they may have against any member of the Target Group or any Officer or Employee in respect of or relating to the preparation of the Disclosure Letter, or agreeing the terms of this Agreement or otherwise (including, without limitation, in connection with matters contemplated herein and, in respect of any Officer or Employee, in connection with his/her employment or engagement in the period up to the date hereof), and further undertake to the Buyers not to make any such claims. 7.10. The Buyers warrant to the Sellers that, relying upon the accuracy of the turnover information relating to the Services Division which was posted by the Sellers in the data room section 18 under the Warranties name “Revenue (2012) split by country.xlsx”, they have obtained all mandatory approvals and consents and made all mandatory filings and notifications required in any way connection with the Transaction in accordance with applicable competition law and the provisions of section 6(2) regulations. 7.11. The rights and remedies of the Law parties in respect of Property (Miscellaneous Provisions) Xxx 0000 are hereby excluded. 8.3 In so far as any claim under this Agreement or claim under the Warranties relate Tax Deed shall not be affected by Completion or failure by the other parties to matters of fact, they shall constitute representations in reliance upon which the Buyer has entered into rescind this Agreement. 8.4 Each of the Warranties is a separate representation or warranty and shall not be restricted in its extent or application by the terms of any of the other Warranties or by any other term of this Agreement. 8.5 Each of the Sellers undertakes with the Buyer that - (a) each of the Warranties shall remain true and accurate on each day up to and including the Completion Date as if any express or implied reference in Schedule 5 7.12. Save to the date of extent expressly provided otherwise in this Agreement were a reference to the Completion Date; and (b) it shall immediately disclose to the Buyer in writing any matter which becomes known to it before Completion all warranties, indemnities, undertakings, agreements, covenants and which gives rise, or might give rise, to a claim under the Warranties or which would materially affect the willingness obligations of a prudent purchaser for value to purchase the Shares on the terms of this Agreement. 8.6 If any of the Warranties shall prove to be untrue or misleading, the Sellers shall, without prejudice to any other right or remedy which may be available to the Buyer, pay to the Buyer (or to the relevant member of the Buyer’s Group) on demand - (a) the amount by which Sellers under this Agreement are joint and several and the value Sellers shall be jointly and severally liable in respect of any Relevant Claim brought against either one of the Shares is less than it would have been had such Warranty been true Sellers; and not misleading; or (b) the amount necessary to put Buyers under this Agreement are joint and several and the Company Buyers shall be jointly and any member of the Buyer’s Group into the position it would have been in had such Warranty been true and not misleading; together with the amount of all costs and expenses (including legal and other professional fees and expenses, the costs of management time and all other consequential losses whether directly or indirectly arising) incurred directly or indirectly by the Buyer (or any member of the Buyer’s Group) or the Company which it would not have incurred had such Warranty been true and not misleading. 8.7 Each of the Sellers hereby waives any right which it may have severally liable in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by any director, officer or employee claim brought against either one of the Company for the purpose of assisting the Sellers to give any of the Warranties or to prepare the Disclosure LetterBuyers.

Warranties. 8.1 The Sellers represent and warrant jointly and severally to the Buyer in the terms set out in Schedule 5 and each party acknowledges that the terms of Schedule 5 and this clause 8 are in the circumstances fair and reasonable. 8.2 The Warranties are given subject to matters fully, fairly and accurately disclosed in sufficient detail to enable the Buyer to understand their nature and scope in the Disclosure Letter (‘Disclosed’) but no other information of which the Buyer has actual, constructive or imputed knowledge and no investigation or enquiry made by or on behalf of the Buyer shall modify or discharge the Sellers’ liability under the Warranties in any way and the provisions of section 6(2) of the Law of Property (Miscellaneous Provisions) Xxx 0000 are hereby excluded. 8.3 In so far as the Warranties relate to matters of fact, they shall constitute representations in reliance upon which the Buyer has entered into this Agreement. 8.4 Each of the Warranties is a separate representation or warranty and shall not be restricted in its extent or application by the terms of any of the other Warranties or by any other term of this Agreement. 8.5 Each of the Sellers undertakes with the Buyer that - (a) each of The Oil and Gas Leases are valid, subsisting leases, superior and paramount to all other oil and gas leases respecting the Warranties shall remain true and accurate on each day up properties to and including the Completion Date as if any express or implied reference in Schedule 5 to the date of this Agreement were a reference to the Completion Datewhich they pertain; and (b) it shall immediately disclose to the Buyer in writing any matter which becomes known to it before Completion and which gives rise, or might give rise, to a claim under the Warranties or which would materially affect the willingness of a prudent purchaser for value to purchase the Shares on the terms of this Agreement. 8.6 If any of the Warranties shall prove to be untrue or misleading, the Sellers shall, without prejudice to any other right or remedy which may be available to the Buyer, pay to the Buyer (or to the relevant member of the Buyer’s Group) on demand - (a) the amount by which the value of the Shares is less than it would have been had such Warranty been true and not misleading; or (b) the amount necessary Mortgagor owns an interest in the oil and gas leases and properties described in Exhibit A or in the mortgages, amendments to put mortgage and other instruments described in Exhibit A and, to the Company and any member extent of the Buyerinterest specified in the Certificates of Ownership Interests, has valid and defensible title to each property right or interest constituting the Mortgaged Property and has a good and legal right to make the grant and conveyance made in this Mortgage, it being understood that the Mortgagor’s Group into interest in each Oil and Gas Lease or Operating Equipment shall exceed Mortgagor’s Net Revenue Interest in production from such Oil and Gas Lease to the position it would have been in had such Warranty been true and not misleading; together with extent of the amount Mortgagor’s proportionate share of all costs and expenses (including legal royalties, overriding royalties, and other professional fees such payments out of production burdening the Mortgagor’s interest in each such Oil and expensesGas Lease; (c) the Mortgagor’s present Net Revenue Interest in the Mortgaged Property is not less than that specified in the Certificates of Ownership Interests; (d) the Mortgaged Property is free from all encumbrances or liens whatsoever, except as may be specifically set forth in Exhibit A or in the costs of management time mortgages, amendments to mortgage and all other consequential losses whether directly instruments described in Exhibit A or indirectly arising) incurred directly or indirectly as permitted by the Buyer provisions of Section 4.5.6; and (e) the Mortgagor is not obligated, by virtue of any deficiency presently existing under any contract providing for the sale by the Mortgagor of Hydrocarbons which contains a “take or pay” clause or under any similar arrangement, to deliver Hydrocarbons at some future time without then or thereafter receiving full payment therefor. The Mortgagor will warrant and forever defend the Mortgaged Property unto the Mortgagee, its successors and assigns against every Person whomsoever lawfully claiming the same or any member of part thereof, and the Buyer’s Group) or Mortgagor will maintain and preserve the Company which it would not have incurred had such Warranty been true lien and not misleading. 8.7 Each of the Sellers security interest hereby waives any right which it may have in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by any director, officer or employee of the Company for the purpose of assisting the Sellers to give created so long as any of the Warranties or to prepare the Disclosure LetterSecured Indebtedness remains unpaid.

Warranties. 8.1 The Sellers represent and warrant jointly and severally to 5.1 TIW makes the Buyer in the terms Warranties set out in Schedule 5 3, Part A to and each party acknowledges that for the terms benefit of the Sellers and the Deraso Shareholders as of the date hereof and as of the Completion Date. TIW and MobiFon Holdings, jointly and severally, make the Warranties set out in Schedule 5 3, Part B, to and this clause 8 are in for the circumstances fair benefit of the Sellers and reasonable. 8.2 the Deraso Shareholders as of the date hereof and as of the Completion Date. The Warranties are given made by TIW and MobiFon Holdings as of the Completion Date shall be made subject to matters fully, fairly any further disclosures to the Sellers and accurately disclosed in sufficient detail to enable the Buyer to understand their nature and scope in the Disclosure Letter (‘Disclosed’) but no other information of which the Buyer has actual, constructive or imputed knowledge and no investigation or enquiry Deraso Shareholders made by TIW or MobiFon Holdings in writing on behalf or before Completion in a form and substance satisfactory to ROMGSM, acting reasonably. For the avoidance of doubt, any such further disclosures made to the Buyer shall modify or discharge the Sellers’ liability under the Warranties in any way Sellers and the provisions of section 6(2) of the Law of Property (Miscellaneous Provisions) Xxx 0000 Deraso Shareholders which are hereby excluded. 8.3 In so far as the Warranties relate not in a form and substance satisfactory to matters of factROMGSM, they acting reasonably, shall constitute representations in reliance upon which the Buyer has entered into this Agreement. 8.4 Each of the Warranties is a separate representation or warranty and shall not be restricted in its extent or application by the terms of entitle any of the Sellers to elect not to proceed to Completion, provided that this will not affect Completion with respect to the other Sellers. For the purposes of repeating the Warranties or by any other term of this Agreement. 8.5 Each as of the Sellers undertakes with the Buyer that - (a) each of the Warranties shall remain true and accurate on each day up to and including the Completion Date as if any Date, an express or implied reference in Schedule 5 a Warranty to the "date of this Agreement were Agreement" is to be construed as a reference to the Completion Date; and. (b) it 5.2 Each Seller makes the Warranties set out in Schedule 4, Part A, in respect of itself only, to and for the benefit of the Purchasers as of the date hereof and as of the Completion Date. Each Deraso Shareholder makes the Warranties set out in Schedule 4, Part B, in respect of itself only and also makes the Warranties set out in Schedule 4, Part A, in respect of Deraso only, to and for the benefit of the Purchasers as of the date hereof and as of the Completion Date. The Warranties made by the Sellers and Deraso Shareholders as of the Completion Date shall immediately disclose be made subject to any further disclosures made to the Buyer in writing any matter which becomes known to it Purchasers on or before Completion in a form and substance satisfactory to the Purchasers, acting reasonably. For the avoidance of doubt, any such further disclosures made by a particular Seller or Deraso Shareholder to the Purchasers which gives riseare not in a form and substance satisfactory to the Purchasers, acting reasonably, shall entitle the Purchasers to elect not to proceed to Completion with respect to such particular Seller or might give risewith respect to Deraso, in the case of a further disclosure made by a Deraso Shareholder, provided that this will not affect Completion with respect to a claim under the other Sellers. For the purposes of repeating the Warranties as of the Completion Date, an express or which would materially affect implied reference in a Warranty to the willingness "date of this Agreement" is to be construed as a prudent purchaser for value reference to purchase the Shares Completion Date. 5.3 The parties are aware and acknowledge that they have entered into this Agreement in reliance on the terms of Warranties given by each relevant party to the other which have induced it to enter into this Agreement. 8.6 5.4 The rights and remedies of a party in respect of any breach of the Warranties by the other party shall not be affected by any information of which such non-breaching party has knowledge (however acquired and whether actual, imputed or constructive) relating to the other party or the transactions contemplated in this Agreement, and shall survive Completion and shall not in any respect be extinguished or affected in any way by Completion. 5.5 Each of the Warranties set out in each paragraph of Schedule 3 and Schedule 4 is separate and independent and unless otherwise expressly provided shall not be limited by reference to any other Warranty or anything in this Agreement. 5.6 If in respect of, or in connection with, any breach of any of the Warranties shall prove any sum payable by way of compensation is subject to be untrue or misleading, the Sellers Taxes (which definition shall, without prejudice to any other right or remedy which may be available to the Buyer, pay to the Buyer (or to the relevant member of the Buyer’s Group) on demand - (a) the amount by which the value of the Shares is less than it would have been had such Warranty been true and not misleading; or (b) the amount necessary to put the Company and any member of the Buyer’s Group into the position it would have been in had such Warranty been true and not misleading; together with the amount of all costs and expenses (including legal and other professional fees and expenses, the costs of management time and all other consequential losses whether directly or indirectly arising) incurred directly or indirectly by the Buyer (or any member of the Buyer’s Group) or the Company which it would not have incurred had such Warranty been true and not misleading. 8.7 Each of the Sellers hereby waives any right which it may have in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by any director, officer or employee of the Company for the purpose of assisting this Clause 5.6 only, not include tax on net income), then a further amount shall be paid so as to secure that the Sellers net amount received is equal to give the amount of compensation due to it in respect of such breach, less any of sums recovered under insurance policies held by the Warranties or to prepare the Disclosure Letterparty not in breach.

Warranties. 8.1 The Sellers hereby represent and warrant jointly and severally to the Buyer Global in the terms set out in Schedule 5 and each party acknowledges that of the terms of Schedule 5 and this clause 8 are in the circumstances fair and reasonableWarranties. 8.2 The Warranties are given subject qualified to matters fully, the extent but only to the extent of the facts and circumstances fairly and accurately disclosed in sufficient detail to enable the Buyer to understand their nature and scope in the Disclosure Letter (‘Disclosed’) but no other information of which the Buyer has actual, constructive or imputed knowledge and no investigation or enquiry made by or on behalf of the Buyer shall modify or discharge the Sellers’ liability under the Warranties in any way and the provisions of section 6(2) of the Law of Property (Miscellaneous Provisions) Xxx 0000 are hereby excludedLetter. 8.3 In so far as the Warranties relate The Sellers undertake not to matters of factmake any claim against a Telecom Group member or a director, they shall constitute representations in reliance upon which the Buyer has entered into this Agreement. 8.4 Each of the Warranties is a separate representation officer or warranty and shall not be restricted in its extent or application by the terms of any of the other Warranties or by any other term of this Agreement. 8.5 Each of the Sellers undertakes with the Buyer that - (a) each of the Warranties shall remain true and accurate on each day up to and including the Completion Date as if any express or implied reference in Schedule 5 to the date of this Agreement were a reference to the Completion Date; and (b) it shall immediately disclose to the Buyer in writing any matter which becomes known to it before Completion and which gives rise, or might give rise, to a claim under the Warranties or which would materially affect the willingness employee of a prudent purchaser for value to purchase the Shares on the terms of this Agreement. 8.6 If any of the Warranties shall prove to be untrue or misleading, the Sellers shall, without prejudice to any other right or remedy which may be available to the Buyer, pay to the Buyer (or to the relevant Telecom Group member of the Buyer’s Group) on demand - (a) the amount by which the value of the Shares is less than it would have been had such Warranty been true and not misleading; or (b) the amount necessary to put the Company and any member of the Buyer’s Group into the position it would have been in had such Warranty been true and not misleading; together with the amount of all costs and expenses (including legal and other professional fees and expenses, the costs of management time and all other consequential losses whether directly or indirectly arising) incurred directly or indirectly by the Buyer (or any member of the Buyer’s Group) or the Company which it would not have incurred had such Warranty been true and not misleading. 8.7 Each of the Sellers hereby waives any right which it may have in respect of (or seek to mitigate damages payable in respect of any claim made against the Sellers by Global by reference to) a misrepresentation, inaccuracy or omission in or from any information or advice supplied provided by the Telecom Group member or given by any a director, officer officer, agent, adviser or employee of the Company a Telecom Group member for the purpose of assisting the Sellers to make a representation, give a Warranty, enter into this Agreement or prepare the Disclosure Letter unless such representation, inaccuracy or omission was wilful. 8.4 Each Warranty is to be construed independently and (except where this Agreement provides otherwise) is not limited by a provision of this Agreement, the Tax Covenant or another Warranty and Global shall have a separate Claim and right of action in respect of every breach of each such Warranty. 8.5 Global confirms that it has not entered into this Agreement or any document entered into hereunder or referred to herein in reliance upon any representation, warranty or undertaking other than those expressly contained herein and acknowledges that it has not relied on, and will make no claim in respect of any such representation, warranty or undertaking made or supplied by or on behalf of the Sellers, Racal or any other person whatsoever which is not contained herein. Without limiting the general nature of the foregoing, Global confirms that it has not relied on and will make no claim against the Sellers, Racal or any other person whatsoever in respect of any budget, forecast or other projection of any nature made or supplied by or on behalf of any person. 8.6 Racal and the Sellers acknowledge that Global has relied upon the Warranties in entering into this Agreement. 8.7 Where any of the Warranties is expressed to be given or made to prepare the Disclosure Letterbest of the Sellers' knowledge or is qualified by reference to the Sellers' awareness or is qualified in some other manner having substantially the same effect, such statement shall be deemed to be qualified by the additional statement that the knowledge of the Sellers shall be limited to the actual knowledge of the person listed in Part C of Schedule VI in relation to the Warranties set out in Schedule VI against such person, such person having made reasonable diligent enquiry of other employees of the Racal Group in relation to the subject matter of the warranty in question. 8.8 The provisions of Schedule VI, Part A shall have effect. 8.9 Between the date of this Agreement and Completion, the Sellers shall notify Global in writing as soon as reasonably practicable after they become aware of a fact or circumstance which constitutes or which might constitute a breach of clause 8.1 or 8.13 together with the Sellers' best estimate of the amount of the liability. The Sellers shall ensure that notification of each fact or circumstance which constitutes or might constitute a breach of clause 8.1 or 8.13 shall be given not less than two Business Days before Completion. (a) Any provision of this Agreement and agreements, certificates or other instruments delivered pursuant to this Agreement which is capable of being performed after but which has not been performed at or before Completion, and (b) all representations, warranties, covenants, indemnities, agreements and other undertakings contained in this Agreement, and in any agreements, certificates or other instruments delivered pursuant to this Agreement, shall survive and not be affected by Completion and shall remain in full force and effect. 8.11 The Sellers shall ensure that (save if and insofar as may be necessary to give effect to this Agreement) neither they nor any member of the Telecom Group will cause or permit anything to be done or omitted to be done either before or at Completion which would constitute a material breach of any of the Warranties if given at any time up to Completion or which would make any of the Warranties materially inaccurate or materially misleading if they were so given. 8.12 If Global has or would have at Completion a claim or claims against the Sellers in aggregate of more than (Pound Sterling)75 million which have arisen at or prior to Completion, Global may terminate this Agreement by notice to the Sellers given at or before Completion but for the avoidance of doubt, in the event that Global terminates this Agreement, Global shall have no right to claim damages or any other remedy against any of the Sellers in respect of all or any part of such claim or claims other than pursuant to clause 16.

Warranties. 8.1 The Sellers represent 28.1 GSK warrants that: (A) it has full capacity and warrant jointly and severally authority to the Buyer in the terms set out in Schedule 5 and each party acknowledges that the terms of Schedule 5 and this clause 8 are in the circumstances fair and reasonable. 8.2 The Warranties are given subject to matters fully, fairly and accurately disclosed in sufficient detail to enable the Buyer to understand their nature and scope in the Disclosure Letter (‘Disclosed’) but no other information of which the Buyer has actual, constructive or imputed knowledge and no investigation or enquiry made by or on behalf of the Buyer shall modify or discharge the Sellers’ liability under the Warranties in any way and the provisions of section 6(2) of the Law of Property (Miscellaneous Provisions) Xxx 0000 are hereby excluded. 8.3 In so far as the Warranties relate to matters of fact, they shall constitute representations in reliance upon which the Buyer has entered enter into this Agreement. 8.4 Each of the Warranties is a separate representation or warranty Agreement and shall not be restricted in to perform its extent or application by the terms of any of the other Warranties or by any other term of obligations under this Agreement. 8.5 Each of the Sellers undertakes with the Buyer that -; (a) each of the Warranties shall remain true and accurate on each day up to and including the Completion Date as if any express or implied reference in Schedule 5 to the date of this Agreement were a reference to the Completion Date; and (bB) it shall immediately disclose has the title and/or right to grant the Buyer Purchaser the right to use the GSK System IP in writing any matter which becomes known to it before Completion and which gives rise, or might give rise, to a claim under the Warranties or which would materially affect the willingness of a prudent purchaser for value to purchase the Shares on accordance with the terms of this Agreement; CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED. 8.6 If any (C) the use of GSK Background IP in the performance of the Warranties Development Services does not infringe the Intellectual Property of any Third Party; and (D) during the Term of this Agreement, (i) the Products will be Manufactured in accordance with cGMP and Applicable Laws and will on Delivery comply with the Specifications; (ii) GSK shall prove at all times maintain necessary licences, certifications and approvals for the Manufacturing of the Commercial API and, Commercial Products at the Manufacturing Site; and (iii) GSK shall maintain the Manufacturing Site and its records and personnel in accordance with cGMP. 28.2 The Purchaser warrants that: (A) it has full capacity and authority to enter into this Agreement and to perform its obligations under this Agreement; (B) it has the title and/or right to grant GSK the right to use the Purchaser Intellectual Property in accordance with the terms of this Agreement; (C) the use by GSK or the Nominated Manufacturer of the Purchaser Intellectual Property for the purposes of this Agreement will not infringe the Intellectual Property of any Third Party; provided that the Purchaser makes no representation regarding the Transferred IP; (D) it holds (and will throughout the Term continue to hold) all necessary Consents to perform its obligations as contemplated by this Agreement and: (i) it has paid (and will throughout the Term continue to pay) all fees due in relation to such Consents; (ii) it is not (and will not during the Term be) in breach of any conditions under any such Consents where such breach would be untrue likely to have an adverse effect on the Purchaser’s ability to perform its obligations under this Agreement; and (E) during the Term of this Agreement, it will perform its obligations under this Agreement in compliance with Applicable Laws. 28.3 Except as expressly stated in this Agreement, all warranties, representations and conditions whether express or misleadingimplied by statute, the Sellers shallcommon law or otherwise (including, without prejudice to limitation, any other right implied warranties of quality or remedy which may be available fitness for purpose) are excluded to the Buyerextent permitted by Applicable Law. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, pay to the Buyer MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (or to the relevant member of the Buyer’s GroupI) on demand - IS NOT MATERIAL AND (aII) the amount by which the value of the Shares is less than it would have been had such Warranty been true and not misleading; or (b) the amount necessary to put the Company and any member of the Buyer’s Group into the position it would have been in had such Warranty been true and not misleading; together with the amount of all costs and expenses (including legal and other professional fees and expenses, the costs of management time and all other consequential losses whether directly or indirectly arising) incurred directly or indirectly by the Buyer (or any member of the Buyer’s Group) or the Company which it would not have incurred had such Warranty been true and not misleadingWOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED. 8.7 Each of the Sellers hereby waives any right which it may have in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by any director, officer or employee of the Company for the purpose of assisting the Sellers to give any of the Warranties or to prepare the Disclosure Letter.

Warranties. 8.1 The Sellers represent and warrant jointly and severally If any warranty clause is incorporated below under Clause 37, Special U.S. Government Provisions, or in the Special Provisions, such warranty provisions are in addition to the Buyer provisions in the terms set out in Schedule 5 and each party acknowledges that the terms of Schedule 5 and this clause 8 to the extent to which they are in consistent. To the circumstances fair and reasonable. 8.2 The Warranties extent its provisions are given subject to matters fullyinconsistent with this clause, fairly and accurately disclosed in sufficient detail to enable the Buyer to understand their nature and scope in the Disclosure Letter (‘Disclosed’) but no other information of which the Buyer has actual, constructive or imputed knowledge and no investigation or enquiry made by or on behalf of the Buyer shall modify or discharge the Sellers’ liability under the Warranties in any way and the provisions of section 6(2) of any warranty incorporated under Clause 37 or in the Law of Property (Miscellaneous Provisions) Xxx 0000 are hereby excluded. 8.3 Special Provisions shall prevail. In so far as the Warranties relate addition to matters of fact, they shall constitute representations in reliance upon which the Buyer has entered into this Agreement. 8.4 Each of the Warranties is a separate representation or warranty and shall not be restricted in its extent or application by the terms of any of the all other Warranties or by any other term of this Agreement. 8.5 Each of the Sellers undertakes with the Buyer that - (a) each of the Warranties shall remain true and accurate on each day up to and including the Completion Date as if any express or implied reference warranties, Seller warrants that the Goods will be: (i) free from defects in Schedule 5 workmanship and materials; (ii) free from defects in design except to the extent that such Goods comply with the detailed designs provided by Buyer; and (iii) in conformity with all the other requirements of this Purchase Order. These warranties, and all other warranties, express or implied, shall survive delivery, inspection, acceptance, and payment. In addition to any other rights or remedies Buyer may have, if Goods are found not to be as warranted within a period of one (1) year after acceptance by Xxxxx, Buyer may return such Goods to Seller at Seller's expense for correction, replacement or credit, as Buyer may direct. Any Goods corrected or furnished in replacement shall from the date of this Agreement were a reference delivery of such corrected or replacement Goods, be subject to the Completion Date; and (b) it shall immediately disclose provisions of this Clause for the same period and to the Buyer in writing any matter which becomes known same extent as Goods initially furnished pursuant to it before Completion and which gives rise, or might give rise, to a claim under the Warranties or which would materially affect the willingness of a prudent purchaser for value to purchase the Shares on the terms of this Agreement. 8.6 If any of the Warranties shall prove to be untrue or misleading, the Sellers shall, without prejudice Purchase Order. In addition to any other right rights Buyer may have, if the Services are found not to be performed as warranted within a period of one (1) year after the conclusion of the performance of the Services by Seller, Seller shall, at Buyer's option, either refund to Buyer the amount paid for the Services, or remedy which may be available perform the Services again in a proper manner to the extent necessary to provide Buyer with the result originally contemplated by Buyer. With respect to Goods found not to be as warranted, pay Seller shall bear the costs, if any, of inspection, disassembly, reassembly, retesting and any other similar costs incurred in connection with, or as a consequence of, correction, repair or replacement of Seller’s Goods, including any such costs associated with assemblies into which Goods have been incorporated. Any Goods corrected or furnished in replacement shall, from the date of delivery of such corrected or replacement Goods, be subject to the Buyer (or provisions of this Clause for the same period and to the relevant member of the same extent as Goods initially furnished pursuant to this Purchase Order. All warranties shall run to Buyer and to Buyer’s Group) on demand - (a) the amount by which the value of the Shares is less than it would have been had such Warranty been true and not misleading; or (b) the amount necessary to put the Company and any member of the Buyer’s Group into the position it would have been in had such Warranty been true and not misleading; together with the amount of all costs and expenses (including legal and other professional fees and expenses, the costs of management time and all other consequential losses whether directly or indirectly arising) incurred directly or indirectly by the Buyer (or any member of the Buyer’s Group) or the Company which it would not have incurred had such Warranty been true and not misleadingcustomer. 8.7 Each of the Sellers hereby waives any right which it may have in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by any director, officer or employee of the Company for the purpose of assisting the Sellers to give any of the Warranties or to prepare the Disclosure Letter.

Warranties. 8.1 The Sellers represent and warrant jointly and severally to the Buyer in the terms set out in Schedule 5 and each party acknowledges that the terms of Schedule 5 and this clause 8 are in the circumstances fair and reasonable. 8.2 The Warranties are given subject to matters fully, fairly and accurately disclosed in sufficient detail to enable the Buyer to understand their nature and scope in the Disclosure Letter (‘Disclosed’) but no other information of which the Buyer has actual, constructive or imputed knowledge and no investigation or enquiry made by or on behalf of the Buyer shall modify or discharge the Sellers’ liability under the Warranties in any way and the provisions of section 6(2) of the Law of Property (Miscellaneous Provisions) Xxx 0000 are hereby excluded. 8.3 In so far as the Warranties relate to matters of fact, they shall constitute representations in reliance upon which the Buyer has entered into this Agreement. 8.4 Each of the Warranties is a separate representation or warranty and shall not be restricted in its extent or application by the terms of any of the other Warranties or by any other term of this Agreement. 8.5 Each of the Sellers undertakes with the Buyer that - (a) each of The Oil and Gas Leases are valid, subsisting leases, superior and paramount to all other oil and gas leases respecting the Warranties shall remain true and accurate on each day up properties to and including the Completion Date as if any express or implied reference in Schedule 5 to the date of this Agreement were a reference to the Completion Datewhich they pertain; and (b) it shall immediately disclose to the Buyer in writing any matter which becomes known to it before Completion and which gives rise, or might give rise, to a claim under the Warranties or which would materially affect the willingness of a prudent purchaser for value to purchase the Shares on the terms of this Agreement. 8.6 If any of the Warranties shall prove to be untrue or misleading, the Sellers shall, without prejudice to any other right or remedy which may be available to the Buyer, pay to the Buyer (or to the relevant member of the Buyer’s Group) on demand - (a) the amount by which the value of the Shares is less than it would have been had such Warranty been true and not misleading; or (b) the amount necessary Mortgagor owns an interest in the oil and gas leases and properties described in Exhibit A hereto and, to put the Company and any member extent of the Buyerinterest specified in the Certificates of Ownership Interests, has valid and defensible title to each Property right or interest constituting the Mortgaged Property and has a good and legal right to make the grant and conveyance made in this Mortgage, it being understood that the Mortgagor’s Group into interest in each Oil and Gas Lease or Operating Equipment shall exceed Mortgagor’s Net Revenue Interest in production from such Oil and Gas Lease to the position it would have been in had such Warranty been true and not misleading; together with extent of the amount Mortgagor’s proportionate share of all costs and expenses (including legal royalties, overriding royalties, and other professional fees such payments out of production burdening the Mortgagor’s interest in each such Oil and expensesGas Lease; (c) the Mortgagor’s present Net Revenue Interest in the Mortgaged Property is not less than that specified in the Certificates of Ownership Interests; (d) the Mortgaged Property is free from all encumbrances or liens whatsoever, the costs of management time and all other consequential losses whether directly except as may be specifically set forth in Exhibit A or indirectly arising) incurred directly or indirectly as permitted by the Buyer provisions of Section 4.5.6; and (e) the Mortgagor is not obligated, by virtue of any deficiency presently existing under any contract providing for the sale by the Mortgagor of Hydrocarbons which contains a “take or pay” clause or under any similar arrangement, to deliver Hydrocarbons at some future time without then or thereafter receiving full payment therefor. The Mortgagor will warrant and forever defend the Mortgaged Property unto the Mortgagee against every Person whomsoever lawfully claiming the same or any member of part thereof (except with respect to liens or other encumbrances permitted by Section 4.5.6), and the Buyer’s Group) or Mortgagor will maintain and preserve the Company which it would not have incurred had such Warranty been true lien and not misleading. 8.7 Each of the Sellers security interest hereby waives any right which it may have in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by any director, officer or employee of the Company for the purpose of assisting the Sellers to give created so long as any of the Warranties or to prepare the Disclosure LetterSecured Indebtedness remains unpaid.

Warranties. 8.1 The Sellers represent Seller warrants that the products shall conform to its standard specifications at the date of its offer. No warranty of merchantability or fitness for a particular purpose shall apply. Buyer is aware of the specifications and warrant jointly features of the products and severally confirms their suitability for his applications. Seller has no liability or responsibility with respect to any claim of infringement of any patent recognized wherever in the world. Buyer, in case of any suit brought against him or Seller for infringement of any officially recognized patent, shall solely defend at his expense and pay costs and damages awarded, without any claim for compensation towards the seller. Buyer shall immediately after receiving the products verify if they meet Seller’s specifications. Any complaints of Buyer, including, but not limited to, complaints with respect to the quality of the product, shall be reported to Seller in writing immediately, by a notice specifying the nature of the lack of conformity of the products, or at the latest within 15 days from the delivery. Defects which even with careful inspection could not be discovered within this period, must be notified in writing within 15 days from the time that they are discovered by Buyer in the terms set out in Schedule 5 and each party acknowledges that the terms providing due evidence on them. Failure of Schedule 5 and this clause 8 are in the circumstances fair and reasonable. 8.2 The Warranties are given subject to matters fully, fairly and accurately disclosed in sufficient detail to enable the Buyer to understand their nature and scope in the Disclosure Letter (‘Disclosed’) but no other information of which the Buyer has actual, constructive or imputed knowledge and no investigation or enquiry made by or on behalf give such notice shall be an unqualified acceptance of the Buyer shall modify or discharge products and a waiver by him of any and all claims with respect thereto. Seller’s liability for damages of any kind, including for the Sellers’ liability under the Warranties in any way and the provisions of section 6(2) of the Law of Property (Miscellaneous Provisions) Xxx 0000 are hereby excluded. 8.3 In so far products furnished not being as the Warranties relate to matters of factwarranted, they shall constitute representations in reliance upon which the Buyer has entered into this Agreement. 8.4 Each of the Warranties is a separate representation or warranty and shall not be restricted greater in its extent or application by amount than the terms of any purchase price, plus substantiated transportation cost of the other Warranties or by any other term products from point of this Agreement. 8.5 Each of the Sellers undertakes with the Buyer that - (a) each of the Warranties shall remain true and accurate on each day up delivery to and including the Completion Date as if any express or implied reference in Schedule 5 to the date of this Agreement were a reference to the Completion Date; and (b) it shall immediately disclose to the Buyer in writing any matter which becomes known to it before Completion and which gives rise, or might give rise, to a claim under the Warranties or which would materially affect the willingness of a prudent purchaser for value to purchase the Shares on the terms of this Agreement. 8.6 If any of the Warranties shall prove to be untrue or misleading, the Sellers shall, without prejudice to any other right or remedy which may be available to the Buyer, pay to the Buyer (or to the relevant member of the Buyer’s Group) on demand - (a) the amount by which the value place of the Shares is less than it would have been had such Warranty been true and not misleading; or (b) the amount necessary to put the Company and any member of the Buyer’s Group into the position it would have been in had such Warranty been true and not misleading; together with the amount of all costs and expenses (including legal and other professional fees and expensesbusiness, the costs of management time and all other consequential losses whether directly or indirectly arising) incurred directly or indirectly by the Buyer (or any member of the Buyer’s Group) or the Company which it would not have incurred had such Warranty been true and not misleading. 8.7 Each of the Sellers hereby waives any right which it may have in respect of any misrepresentationwhich such damages are claimed. Seller assumes no risk or liability arising from Buyer’s possession, inaccuracy use or omission in or from any information or advice supplied or given by any director, officer or employee disposition of the Company products, unless otherwise specified. Seller assumes no risk or liability in cases where Buyer does not respect the technical guidelines and instructions by the seller for the purpose of assisting the Sellers to give any use of the Warranties product. In no event shall Seller be liable for any special, consequential, incidental, or to prepare the Disclosure Letterindirect damages, such as loss of profit, cost of substitute materials or claims of Buyer’s customers.

Warranties. 8.1 The Sellers represent Employee-Seller agrees, represents and warrant jointly and severally to the Buyer in the terms set out in Schedule 5 and each party acknowledges that the terms of Schedule 5 and this clause 8 are in the circumstances fair and reasonable. 8.2 The Warranties are given subject to matters fully, fairly and accurately disclosed in sufficient detail to enable the Buyer to understand their nature and scope in the Disclosure Letter (‘Disclosed’) but no other information of which the Buyer has actual, constructive or imputed knowledge and no investigation or enquiry made by or on behalf of the Buyer shall modify or discharge the Sellers’ liability under the Warranties in any way and the provisions of section 6(2) of the Law of Property (Miscellaneous Provisions) Xxx 0000 are hereby excluded. 8.3 In so far as the Warranties relate to matters of fact, they shall constitute representations in reliance upon which the Buyer has entered into this Agreement. 8.4 Each of the Warranties is a separate representation or warranty and shall not be restricted in its extent or application by the terms of any of the other Warranties or by any other term of this Agreement. 8.5 Each of the Sellers undertakes with the Buyer that -warrants that: (a) each of The Employee-Seller Consideration is fair value for his or her Company Stock, and such fair value received and the Warranties shall remain true releases and accurate on each day up to other agreements made by the Company, LPI and including the Completion Date as if any express Laredo in this Release are good and sufficient consideration for his or implied reference in Schedule 5 to the date her execution of this Agreement were a reference to the Completion Date; andRelease. (b) it shall immediately disclose Employee-Seller will sign this Release when the Purchase and Sale Agreement is executed, but the Release will not become effective until Closing. In the event that the Purchase and Sale Agreement is terminated prior to the Buyer Closing, this Release shall thereupon become void and of no force or effect. (c) Employee-Seller has not filed any claims, appeals, complaints, charges or lawsuits against the Company with any governmental agency or court. (d) Employee-Seller acknowledges and agrees that he or she (i) has received or had full access to all the information he or she considered necessary or appropriate to make an informed decision with respect to his or her execution of the Purchase and Sale Agreement and this Release; (ii) has had an opportunity to ask questions and receive answers from the Company, LPI and Laredo regarding the terms and conditions of the Purchase and Sale Agreement and this Release; (iii) is not waiving any rights or claims under the Age Discrimination in Employment Act of 1967, as amended (the “ADEA”) or Chapter 21.001 of the Texas Labor Code that may arise after the Closing Date, or any rights or claims to test the knowing and voluntary nature of this Release under the Older Workers’ Benefit Protection Act, as amended; (iv) has carefully read and fully understands all of the provisions of this Release; (v) knowingly and voluntarily agrees to all of the terms set forth in this Release and to be bound by this Release; (vi) is hereby advised in writing to consult with an attorney and tax advisor of her/his choice prior to executing this Release and has had the opportunity and sufficient time to seek such advice; and (vii) is releasing the Company from any matter which becomes known and all claims he or she may have against the Company, relating to it before Completion his/her employment and which gives riseseparation until and including the Closing Date, or might give rise, to a claim including claims arising under the Warranties or which would materially affect the willingness of a prudent purchaser for value to purchase the Shares on the terms of this AgreementADEA. 8.6 If any of the Warranties shall prove to be untrue or misleading, the Sellers shall, without prejudice to any other right or remedy which may be available to the Buyer, pay to the Buyer (or to the relevant member of the Buyer’s Group) on demand - (a) the amount by which the value of the Shares is less than it would have been had such Warranty been true and not misleading; or (b) the amount necessary to put the Company and any member of the Buyer’s Group into the position it would have been in had such Warranty been true and not misleading; together with the amount of all costs and expenses (including legal and other professional fees and expenses, the costs of management time and all other consequential losses whether directly or indirectly arising) incurred directly or indirectly by the Buyer (or any member of the Buyer’s Group) or the Company which it would not have incurred had such Warranty been true and not misleading. 8.7 Each of the Sellers hereby waives any right which it may have in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by any director, officer or employee of the Company for the purpose of assisting the Sellers to give any of the Warranties or to prepare the Disclosure Letter.

Warranties. 8.1 7.1 The Sellers represent and warrant jointly and severally Seller warrants to the Buyer in that each Warranty is true, accurate and not misleading at the terms set out in Schedule 5 and each party acknowledges that the terms of Schedule 5 and this clause 8 are in the circumstances fair and reasonable. 8.2 The Warranties are given subject to matters fully, fairly and accurately disclosed in sufficient detail to enable the Buyer to understand their nature and scope in the Disclosure Letter (‘Disclosed’) but no other information of which the Buyer has actual, constructive or imputed knowledge and no investigation or enquiry made by or on behalf of the Buyer shall modify or discharge the Sellers’ liability under the Warranties in any way and the provisions of section 6(2) of the Law of Property (Miscellaneous Provisions) Xxx 0000 are hereby excluded. 8.3 In so far as the Warranties relate to matters of fact, they shall constitute representations in reliance upon which the Buyer has entered into this Agreement. 8.4 Each of the Warranties is a separate representation or warranty and shall not be restricted in its extent or application by the terms of any of the other Warranties or by any other term date of this Agreement. 8.5 Each of Deed. On and immediately before Completion, the Sellers undertakes with Seller is deemed to warrant to the Buyer that - (a) each Warranty is true, accurate and not misleading by reference to the facts and circumstances at the date of the Warranties shall remain true and accurate on each day up to and including the Completion Date as if any Completion. For this purpose an express or implied reference in Schedule 5 a Warranty to the “date of this Deed” is to be construed as a reference to the “date of Completion”. 7.2 The Seller acknowledges that the Buyer is entering into this Deed in reliance on each Warranty which has also been given as a representation and with the intention of inducing the Buyer to enter into this Deed. 7.3 Between the date of this Agreement were a reference to Deed and Final Completion, the Completion Date; and (b) it Seller shall immediately disclose to notify the Buyer in writing immediately if it becomes aware of any matter fact or circumstance which becomes known to it before Completion and which gives rise, or might give rise, to a claim under the Warranties constitutes or which would materially affect or might constitute a breach of Clause 7.1 or which would or might cause a Warranty to be untrue, inaccurate or misleading if given in respect of the willingness facts or circumstances at the date the Seller becomes aware of a prudent purchaser for value to purchase the Shares on same. 7.4 If, at any time before Final Completion, the terms Buyer considers that the Seller is in breach of any provision of this Agreement. 8.6 If Deed (whether or not such breach amounts to a repudiatory breach) or if the Seller gives a notice under Clause 7.3, the Buyer may, in its discretion, elect to proceed to Completion in respect of all or any of the Warranties shall prove Option Shares by delivery of an Option Notice or Option Notices in accordance with Clause 3 (Exercise of Option) or terminate this Deed. 7.5 If the Buyer terminates this Deed pursuant to be untrue or misleadingClause 7.4, the Sellers shall, without prejudice to any other right or remedy which may be available to Seller shall indemnify the Buyer, pay to and keep the Buyer (or to the relevant member of the Buyer’s Group) indemnified, on demand - (a) the amount by against all its costs, liabilities, obligations, damages, expenses and losses however arising which the value Buyer may suffer or incur by reason of the Shares is less than it would have been had such Warranty been true and not misleading; or (b) the amount necessary to put the Company and any member breach of the Buyer’s Group into the position it would have been in had such Warranty been true and not misleading; together with the amount any provisions of all costs and expenses (including legal and other professional fees and expenses, the costs of management time and all other consequential losses whether directly or indirectly arising) incurred directly or indirectly this Deed by the Buyer (or any member of the Buyer’s Group) or the Company which it would not have incurred had such Warranty been true and not misleadingSeller. 8.7 7.6 Each Warranty is to be construed independently and (except where this Deed provides otherwise) is not limited by a provision of the Sellers hereby waives any right which it may have in respect of any misrepresentation, inaccuracy this Deed or omission in or from any information or advice supplied or given by any director, officer or employee of the Company for the purpose of assisting the Sellers to give any of the Warranties or to prepare the Disclosure Letteranother Warranty.

Warranties. 8.1 The Sellers represent Xxxxx XX warrants that all Products shall conform to published specifications and warrant jointly be free in all material respects from defects in workmanship and severally to the Buyer in the terms set out in Schedule 5 and each party acknowledges that the terms materials for a period of Schedule 5 and this clause 8 are in the circumstances fair and reasonable. 8.2 The Warranties are given subject to matters fully, fairly and accurately disclosed in sufficient detail to enable the Buyer to understand their nature and scope in the Disclosure Letter one (‘Disclosed’1) but no other information of which the Buyer has actual, constructive or imputed knowledge and no investigation or enquiry made by or year commencing on behalf of the Buyer shall modify or discharge the Sellers’ liability under the Warranties in any way and the provisions of section 6(2) of the Law of Property (Miscellaneous Provisions) Xxx 0000 are hereby excluded. 8.3 In so far as the Warranties relate to matters of fact, they shall constitute representations in reliance upon which the Buyer has entered into this Agreement. 8.4 Each of the Warranties is a separate representation or warranty and shall not be restricted in its extent or application by the terms of any of the other Warranties or by any other term of this Agreement. 8.5 Each of the Sellers undertakes with the Buyer that - (a) each of the Warranties shall remain true and accurate on each day up to and including the Completion Date as if any express or implied reference in Schedule 5 to the date of this Agreement were receipt of the Products by Buyer. The obligation of Xxxxx XX and Buyer’s sole and exclusive remedy hereunder for a reference to breach of the Completion Dateforegoing warranty shall be limited, and at Altum RF’s option shall be: (i) the repair or replacement of any defective or damaged Products F.O.B Buyer’s place of manufacture; and or (bii) it a refund of the purchase price paid for the defective or damaged Products. Buyer shall immediately disclose to the Buyer not return Products unless so authorized in writing any matter which becomes known by an officer of Xxxxx XX. Xxxxx XX shall have the right to it before Completion inspect Products at Buyer’s location. Notwithstanding the foregoing warranties and which gives riseremedies, Xxxxx XX shall have no obligation hereunder if Products become defective in whole or in part as a result of improper use, alteration, neglect or abuse after having been delivered to Buyer, or might give risefor damage resulting from fire, flood or acts of God. Xxxxx agrees to a claim under indemnify Xxxxx XX against all claims arising out of or resulting from the Warranties operation or which would materially affect use of Buyer goods or products that include the willingness of a prudent purchaser for value to purchase the Shares on the terms of this AgreementProducts. EXCEPT AS SET FORTH HEREIN, IT IS EXPRESSLY AGREED THAT THERE IS NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY OTHER WARRANTY, EXPRESS, IMPLIED, OR STATUTORY, OR ANY AFFIRMATION OF FACT, OR PROMISES, BY XXXXX XX WITH REFERENCE TO THE PRODUCTS, WHICH EXTENDS BEYOND THE SPECIFICATIONS MUTUALLY AGREED UPON BY XXXXX XX AND BUYER. 8.6 If any of the Warranties shall prove to be untrue or misleading, the Sellers shall, without prejudice to any other right or remedy which may be available to the Buyer, pay to the Buyer (or to the relevant member of the Buyer’s Group) on demand - (a) the amount by which the value of the Shares is less than it would have been had such Warranty been true and not misleading; or (b) the amount necessary to put the Company and any member of the Buyer’s Group into the position it would have been in had such Warranty been true and not misleading; together with the amount of all costs and expenses (including legal and other professional fees and expenses, the costs of management time and all other consequential losses whether directly or indirectly arising) incurred directly or indirectly by the Buyer (or any member of the Buyer’s Group) or the Company which it would not have incurred had such Warranty been true and not misleading. 8.7 Each of the Sellers hereby waives any right which it may have in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by any director, officer or employee of the Company for the purpose of assisting the Sellers to give any of the Warranties or to prepare the Disclosure Letter.

Warranties. 8.1 6.1. Subject to the following provisions, the Seller warrants that goods delivered pursuant to a Contract shall comply with all properties and characteristics expressly agreed in writing or to be customarily expected pursuant to the legal provisions under the substantive national laws applicable at the Seller’s place of incorporation at the time when risk passes to the Buyer. The Sellers represent Seller does not undertake any warranty in respect of defects caused by improper handling, wear and warrant jointly and severally tear, storage, any alteration of the goods by the Buyer or any use by the Buyer in a manner which adversely affects the performance of the goods or other negligent acts or omissions of the Buyer or of third parties. The Seller shall not be obliged to notify the Buyer of the unsuitability of its instructions or specifications unless the Seller is aware of such unsuitability. 6.2. THE WARRANTY ABOVE IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES; WHETHER WRITTEN OR ORAL, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTY WITH RESPECT TO MERCHANTABILITY, FITNESS FOR AN INTENTED PURPOSE OR PARTICULAR USE AND NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS. 6.3. A delivery shall be deemed to have been effected in compliance with contractual agreements if any deviations in respect of quantity, grammage, thickness, size or width of reels of the goods delivered by the Seller to the Buyer do not exceed the tolerances as agreed in the terms writing or set out in Schedule 5 section 17 below. The quantity in respect of any delivery shall thereby be calculated based on the actual weight of the goods at the time of production and each party acknowledges that packaging. In the terms case of Schedule 5 reels and this clause 8 are uncounted sheets the weight shall apply gross for net; in the circumstances fair case of reels the wrappings, cores and reasonablebungs and in the case of sheets the wrappings shall be included in the weight. Irrespective of the above provisions, any quantity deviations which are common in the trade, negligible or technically unavoidable shall not be deemed defects. 8.2 6.4. The Warranties Buyer is obliged to inspect the delivered goods immediately upon receipt, however, in any case prior to processing the goods, as to any defects. If the goods do not comply with the agreed quality standards, processing must not commence before the Seller has approved thereof in writing. For claims in connection with defects, the following provisions shall apply: a) in case of deviations in quantity (i.e. delivered quantity is larger or smaller than contracted quantity) the defects are given subject to matters fully, fairly and accurately disclosed in sufficient detail to enable be notified by the Buyer to understand their nature and scope the Seller forthwith, however, in any event within seven days after receipt of documents showing weight or quantity of the Disclosure Letter (‘Disclosed’delivered goods and/or after delivery; b) but no other information in case of defects in quality which can be ascertained by visual inspection of the goods or the packaging or by sampling, the defects must be notified by the Buyer has actualto the Seller forthwith, constructive however, in any case within seven days after delivery; c) in case of defects in quality which cannot be determined by visual inspection or imputed knowledge by sampling, the defects are to be notified by the Buyer to the Seller forthwith on detection, however, in any event within six months of delivery. Later notifications of defects/complaints cannot be accepted. 6.5. In case of papers used as component for tobacco products, papers applied for packing of food, in particular packaging applications for organoleptically sensitive products, and no investigation papers applied for packaging of pharmaceutical products, the Buyer is obliged to check the suitability of the goods before processing and forthwith notify the Seller in case of defects or enquiry made unsuitability. The Buyer shall obtain all necessary permits, licenses, approvals and the like to export, import, use and process any papers sourced from the Seller being used as component for tobacco products, papers applied for packaging of food and pharmaceutical products. 6.6. When notifying a defect, the Buyer shall identify the goods clearly and include a list giving details of each defect claimed and provide the Seller with product samples and any other suitable documents to support such claim. Defective goods must be kept available for the Seller’s inspections for 14 days from the date of the notification and must not be returned to the Seller early. Any notification of a defect shall be in writing. If such notification or availability of defective goods for inspection by or on behalf the Seller are not effected in compliance with the above provisions, any and all warranty, damage and other claims of the Buyer shall modify or discharge the Sellers’ liability under the Warranties in any way and the provisions of section 6(2) of the Law of Property (Miscellaneous Provisions) Xxx 0000 are hereby be excluded. 8.3 In so far as 6.7. Until the Warranties relate to matters facts of factthe case have been ascertained, they shall constitute representations in reliance upon which the Buyer has entered into this Agreementshall duly store the goods and, in the interest of both contracting parties, keep them insured to cover the purchase price. If it is suspected that the damage occurred during transport, the Buyer is further obliged to notify the forwarding agent (carrier) forthwith, however, in any case within the deadline provided in the forwarding contract. 8.4 Each 6.8. If the quantity of the Warranties is a separate representation or warranty and shall not be restricted in its extent or application goods delivered by the terms Seller falls below customary or agreed tolerances (as applicable), the Seller’s sole obligation shall be to deliver additional goods to make up for any such deficiency. 6.9. Quality defects in the delivered goods shall be remedied by improvement or replacement of the defective item(s) free of charge. In the event that improvement or replacement is either impossible or would involve unreasonably high expenses for the Seller, the Buyer shall be entitled to a reduction of the price. Any claims in addition thereto, such as in particular claims for cancellation of the Contract, claims for damages or claims for substitute performance shall be excluded to the extent permitted by law. 6.10. Any legal presumption under applicable law to the effect that the goods were defective upon delivery shall be excluded. 6.11. Any warranty claims of the Buyer shall come under the statute of limitation seven months after the passing of risk. The duration of a delay in acceptance, if any, shall be included in such seven- months period. 6.12. The fulfilment of any warranty obligations of the other Warranties or by any other term of this Agreement. 8.5 Each of the Sellers undertakes with the Buyer that - (a) each of the Warranties Seller shall remain true and accurate on each day up to and including the Completion Date as if any express or implied reference in Schedule 5 to the date of this Agreement were a reference to the Completion Date; and (b) it shall immediately disclose be subject to the Buyer in writing fulfilling any matter which becomes known to it before Completion and which gives rise, or might give rise, to a claim under the Warranties or which would materially affect the willingness of a prudent purchaser for value to purchase the Shares on the terms of this Agreement. 8.6 If any of the Warranties shall prove to be untrue or misleading, the Sellers shall, without prejudice to any other right or remedy which may be available to the Buyer, pay to the Buyer (or to the relevant member of the Buyer’s Group) on demand - (a) the amount by which the value of the Shares is less than it would have been had such Warranty been true and not misleading; or (b) the amount necessary to put the Company and any member of the Buyer’s Group into the position it would have been in had such Warranty been true and not misleading; together with the amount of all costs and expenses (including legal and other professional fees and expenses, the costs of management time and all other consequential losses whether directly or indirectly arising) incurred directly or indirectly by the Buyer (or any member of the Buyer’s Group) or the Company which it would not have incurred had such Warranty been true and not misleadingits Contractual obligations, in particular its payment obligations as agreed. 8.7 Each of the Sellers hereby waives any right which it may have in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by any director, officer or employee of the Company for the purpose of assisting the Sellers to give any of the Warranties or to prepare the Disclosure Letter.

Warranties. 8.1 5.1 The Sellers represent Seller and each of the Warrantors acknowledge that the Buyer is entering into this agreement on the basis of the Warranties. 5.2 The Seller and each of the Warrantors warrant jointly and severally to the Buyer in the terms set out in Schedule 5 that except as Disclosed, each Warranty is true, accurate and each party acknowledges that the terms of Schedule 5 and this clause 8 are in the circumstances fair and reasonable. 8.2 The Warranties are given subject to matters fully, fairly and accurately disclosed in sufficient detail to enable the Buyer to understand their nature and scope in the Disclosure Letter (‘Disclosed’) but no other information of which the Buyer has actual, constructive or imputed knowledge and no investigation or enquiry made by or not misleading on behalf of the Buyer shall modify or discharge the Sellers’ liability under the Warranties in any way and the provisions of section 6(2) of the Law of Property (Miscellaneous Provisions) Xxx 0000 are hereby excluded. 8.3 In so far as the Warranties relate to matters of fact, they shall constitute representations in reliance upon which the Buyer has entered into this Agreement. 8.4 Each of the Warranties is a separate representation or warranty and shall not be restricted in its extent or application by the terms of any of the other Warranties or by any other term of this Agreement. 8.5 Each of the Sellers undertakes with the Buyer that - (a) each of the Warranties shall remain true and accurate on each day up to and including the Completion Date as if any express or implied reference in Schedule 5 to the date of this Agreement were a reference agreement. 5.3 Without prejudice to the Completion Date; and (b) it shall immediately disclose to right of the Buyer in writing to claim on any matter which becomes known other basis or take advantage of any other remedies available to it before Completion and which gives riseit, if any Warranty is breached or might give rise, to a claim under the Warranties or which would materially affect the willingness of a prudent purchaser for value to purchase the Shares on the terms of this Agreement. 8.6 If any of the Warranties shall prove proves to be untrue or misleading, the Sellers shall, without prejudice to any other right or remedy which may be available to Seller and each of the Buyer, Warrantors shall pay to the Buyer (or to the relevant member of the Buyer’s Group) on demand -demand: (a) the amount by which the value of the Shares is less than it would have been had such Warranty been true and not misleading; or (b) the amount necessary to put the Company and any member of the Buyer’s Group into the position it they would have been in if the Warranty had such Warranty not been true and breached or had not been untrue or misleading; together with the amount of ; (b) all costs and expenses (including including, without limitation, damages, legal and other professional fees and expensescosts, the costs of management time penalties, expenses and all other consequential losses whether arising directly or indirectly arisingindirectly) incurred directly or indirectly by the Buyer (or any member of the Buyer’s Group) or the Company which as a result of such breach or of the Warranty being untrue or misleading; and (c) any amount necessary to ensure that, after any Taxation of a payment made in accordance with clause 5.3(a) or clause 5.3(b), the Buyer is left with the same amount it would have had if the payment was not have incurred had such Warranty been true and not misleadingsubject to Taxation. 8.7 5.4 Warranties qualified by the expression so far as the Seller or the Warrantors are aware or any similar expression are deemed to be given to the best of the knowledge, information and belief of the Seller and each Warrantor after they have made all reasonable and proper enquiries of: (a) The other Warrantors, directors, company secretary and employees of the Company and Seller (b) The accountants and legal advisers for the Company and the Seller. 5.5 Each of the Sellers hereby Warranties is separate and, unless otherwise specifically provided, is not limited by reference to any other Warranty or any other provision in this agreement. 5.6 Except for the matters Disclosed, no information of which the Buyer, its agents or its advisers has knowledge (in each case whether actual, constructive or imputed), or which could have been discovered (whether by investigation made by the Buyer or on its behalf), shall prejudice or prevent any Claim or reduce the amount recoverable under any Claim. 5.7 The Seller agrees that the supply of any information by or on behalf of the Company, or any of its employees, directors, agents or officers (Officers) to the Seller or their advisers in connection with the Warranties, the Disclosure Letter or otherwise shall not constitute a warranty, representation or guarantee as to the accuracy of such information in favour of the Seller. The Seller unconditionally and irrevocably waives all and any right which rights and claims that it may have against any of the Company, the or the Officers on whom that Seller has, or may have, relied in connection with the preparation of the Disclosure Letter, or agreeing the terms of this agreement, and further undertakes to the Buyer not to make any such claims. 5.8 The rights and remedies of the Buyer in respect of any misrepresentation, inaccuracy Claim or omission in or from any information or advice supplied or given claim under the Tax Covenant shall not be affected by any director, officer or employee of the Company for the purpose of assisting the Sellers to give any of the Warranties or to prepare the Disclosure LetterCompletion.

Warranties. 8.1 11.1.1 The Sellers represent and warrant jointly and severally to Company makes the Buyer in the terms Warranties set out in Schedule 5 and each party acknowledges that this Clause 11 (Warranties) to the terms of Schedule 5 and this clause 8 are in the circumstances fair and reasonable. 8.2 The Warranties are given subject to matters fully, fairly and accurately disclosed in sufficient detail to enable the Buyer to understand their nature and scope in the Disclosure Letter (‘Disclosed’) but no other information of which the Buyer has actual, constructive or imputed knowledge and no investigation or enquiry made by or Subscriber on behalf of the Buyer shall modify or discharge the Sellers’ liability under the Warranties in any way and the provisions of section 6(2) of the Law of Property (Miscellaneous Provisions) Xxx 0000 are hereby excluded. 8.3 In so far as the Warranties relate to matters of fact, they shall constitute representations in reliance upon which the Buyer has entered into this Agreement. 8.4 Each of the Warranties is a separate representation or warranty and shall not be restricted in its extent or application by the terms of any of the other Warranties or by any other term of this Agreement. 8.5 Each of the Sellers undertakes with the Buyer that - (a) each of the Warranties shall remain true and accurate on each day up to and including the Completion Date as if any express or implied reference in Schedule 5 to the date of this Agreement were a reference and immediately prior to the Completion Date; andissuance of the Subscription Shares. 11.1.2 The Warranties given pursuant to Clause 11.1.1 on the date of this Agreement and immediately prior to the issuance of the Subscription Shares are subject to any matters fairly disclosed in the Signing Disclosure Letter. 11.1.3 The Business Warranties to be given by the Company immediately prior to the issuance of the Subscription Shares (bbut not, for the avoidance of doubt, any other Warranties to be given at such time or at any other time pursuant to this Agreement) shall be subject to any events or matters which are fairly disclosed in the Closing Disclosure Letter and no right to claim for damages as a result of a breach of any such Business Warranty shall arise in favour of the Subscriber in the case of any such Business Warranty being untrue or inaccurate immediately prior to the issuance of the Subscription Shares if (and solely to the extent that) the relevant event or matter is fairly disclosed in the Closing Disclosure Letter, provided that (in each case) any such event or matter could not reasonably have been avoided or prevented by the Company, any other member of the Group (as applicable) or their respective directors, officers, employees and agents. 11.1.4 Any Warranty qualified by the expression “so far as the Company is aware” or any similar expression shall, unless otherwise stated, be deemed to refer to the actual knowledge of [***] and [***] at the time the Warranty is given (with no imputation of the knowledge of any other person), provided that where the expression “so far as the Company is aware” is used in Clause 11.15 (Anti-Corruption Laws, Sanctions Laws and other), then it shall immediately disclose be deemed to refer to the Buyer actual knowledge of [***] and [***] at the time any relevant Warranty contained in writing Clause 11.15 (Anti-Corruption Laws, Sanctions Laws and other) is given (with no imputation of the knowledge of any matter which becomes known to it before Completion and which gives riseother person). For the avoidance of doubt, any deemed actual knowledge of [***] and/or [***] for the purposes of any Warranty qualified by the expression “so far as the Company is aware” or might give rise, to a claim any similar expression shall not create any liability for such persons under the Warranties or which would materially affect the willingness of a prudent purchaser for value to purchase the Shares on the terms of this Agreement. 8.6 If any of the Warranties shall prove to be untrue or misleading, the Sellers shall, without prejudice to any other right or remedy which may be available to the Buyer, pay to the Buyer (or to the relevant member of the Buyer’s Group) on demand - (a) the amount by which the value of the Shares is less than it would have been had such Warranty been true and not misleading; or (b) the amount necessary to put the Company and any member of the Buyer’s Group into the position it would have been in had such Warranty been true and not misleading; together with the amount of all costs and expenses (including legal and other professional fees and expenses, the costs of management time and all other consequential losses whether directly or indirectly arising) incurred directly or indirectly by the Buyer (or any member of the Buyer’s Group) or the Company which it would not have incurred had such Warranty been true and not misleading. 8.7 Each of the Sellers hereby waives any right which it may have in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by any director, officer or employee of the Company for the purpose of assisting the Sellers to give any of the Warranties or to prepare the Disclosure Letter.

Warranties. 8.1 The Sellers represent 4.1 Each of the Seller and Tesco warrant jointly (subject to clauses 4.6 and severally 4.7) to the Buyer Purchaser and INC as the date of this agreement in the terms of the warranties set out in Part A of Schedule 5 3 (the “Warranties”). 4.2 Each of the Purchaser and each party acknowledges that INC warrant to the Seller and Tesco as at the date of this agreement in the terms of the warranties set out in Part B of Schedule 5 and this clause 8 are in the circumstances fair and reasonable3. 8.2 The Warranties are given subject to matters fully, fairly and accurately disclosed in sufficient detail to enable the Buyer to understand their nature and scope in the Disclosure Letter (‘Disclosed’) but no other information of which the Buyer has actual, constructive or imputed knowledge and no investigation or enquiry made by or on behalf of the Buyer shall modify or discharge the Sellers’ liability under the Warranties in any way and the provisions of section 6(2) of the Law of Property (Miscellaneous Provisions) Xxx 0000 are hereby excluded. 8.3 In so far as the Warranties relate to matters of fact, they shall constitute representations in reliance upon which the Buyer has entered into this Agreement. 8.4 4.3 Each of the Warranties is shall be construed as a separate representation or warranty and (save as expressly provided to the contrary) shall not be limited or restricted in its extent by reference to or application by inference from the terms of any of the other Warranties warranty or by any other term of this Agreementagreement. 8.5 Each of the Sellers undertakes with the Buyer that - (a) each of the 4.4 The Warranties shall remain true be deemed to be repeated immediately before Completion with reference to the facts and accurate on each day up circumstances then existing. 4.5 The Seller undertakes to and including notify the Completion Date as Purchaser in writing promptly if it becomes aware of any express or implied reference in Schedule 5 to circumstance arising after the date of this Agreement agreement which would cause any Warranty (if they were a repeated with reference to the Completion Date; and (bfacts and circumstances then existing) it shall immediately disclose to become untrue or inaccurate or misleading in any respect which is material to the Buyer in writing any matter which becomes known to it before Completion and which gives rise, financial or might give rise, to a claim under trading position of the Warranties or which would materially affect the willingness of a prudent purchaser for value to purchase the Shares on the terms of this AgreementBusiness. 8.6 If any 4.6 The aggregate liability of the Warranties shall prove Seller and/or Tesco to be untrue or misleading, the Sellers shall, without prejudice to any other right or remedy which may be available make payment to the Buyer, pay to the Buyer (or to the relevant member of the Buyer’s Group) on demand - (a) the amount by which the value of the Shares is less than it would have been had such Warranty been true and not misleading; or (b) the amount necessary to put the Company and any member of the Buyer’s Group into the position it would have been in had such Warranty been true and not misleading; together with the amount of all costs and expenses (including legal and other professional fees and expenses, the costs of management time and all other consequential losses whether directly or indirectly arising) incurred directly or indirectly by the Buyer (or any member of the Buyer’s Group) or the Company which it would not have incurred had such Warranty been true and not misleading. 8.7 Each of the Sellers hereby waives any right which it may have Purchaser and/or INC in respect of any misrepresentationClaim shall in no circumstances exceed £290,000, inaccuracy provided always that the aggregate liability of the Seller and/or Tesco to make payment to the Purchaser and/or Inc in respect of any Warranty Claim shall in no circumstances exceed £100,000 and if either the Seller and/or Tesco are required to pay or omission reimburse the Purchaser’s or INC’s fees or expenses, such costs shall be taken into account in determining whether the maximum aggregate liability in relation to Claims or Warranty Claims (as the case may be) would be exceeded. 4.7 Save to the extent that delay in recovery or process is the consequence of fraud or wilful misconduct by the Seller and/or Tesco, proceedings in relation to a Claim or a Warranty Claim shall not be brought against the Seller and/or Tesco unless written notice of a breach, identifying the provisions of this agreement which the Purchaser and/or INC alleges have been breached, is given to the Seller and/or Tesco (as the case may be) before the date 18 months from Completion. 4.8 The Purchaser may rescind this agreement at any information time prior to Completion (but shall have no other recourse against the Seller or advice supplied Tesco), by giving written notice to the Seller’s Solicitors, if the Seller and/or Tesco breaches any term of this agreement to a material extent or if any Warranty given by the Seller or Tesco is at any directortime prior to Completion either not true or accurate to a material extent, officer or employee is misleading to a material extent. 4.9 If the Seller or Tesco fails or is unable to perform any of their material obligations required to be performed by them on or before Completion, the Purchaser shall not be obliged to complete the sale and purchase of the Company for Business and/or the purpose Business Assets and may, in its absolute discretion, by written notice to the Seller at the time Completion would otherwise be due to take place: 4.9.1 terminate this agreement, and neither party shall have any claim of assisting any nature whatsoever against the Sellers other party under this agreement (save in respect of any rights and liabilities of the parties (or such persons) which have accrued before termination; or 4.9.2 elect to give defer Completion by not more than 10 Business Days to such other date as it may specify in such notice, in which event the provisions of this clause 4.9 shall apply, mutatis mutandis, if the Seller and Tesco fail or are unable to perform any of the Warranties or to prepare the Disclosure Lettertheir material obligations on such other date.

Warranties. 8.1 The Sellers represent and warrant jointly and severally to the Buyer that each of the Warranties is true and accurate in all respects and is not misleading at the date of this Agreement. The liability of the Sellers for breach of any Warranty shall be several. The Sellers undertake to the Buyer that, in the event of any claim being made against them arising out of or relating to this Agreement, they will not make any claim against the Company or any of the Subsidiaries or against any director, officer, employee or adviser of the Company or of any of the Subsidiaries on which or on whom they may have relied before agreeing to any terms of this Agreement or authorising any statement in the Disclosure Letter. The Sellers shall not be liable for any Claim for breach of Warranties, save for those set out under paragraph 1.1 (the Sellers), 3.1 (shares), 3.3 (share ownership), or 3.4 (share and loan capital) of Schedule 5, to the extent that the events or circumstances giving rise thereto have been Disclosed in Schedule 5 the Disclosure Letter. The Warranties: are given separately and each party acknowledges that independently and, unless expressly provided to the contrary, are not limited or restricted by reference to, or inference from, the terms of Schedule 5 any other Warranty or item of this Agreement; where qualified by the knowledge, information, belief or awareness of the Sellers, unless expressly provided to the contrary, are deemed to refer to the actual (as opposed to constructive or imputed) knowledge, information, belief or awareness of the Sellers after due and this clause 8 are careful enquiries by the Sellers in respect of the relevant subject matter of such Warranties; and apply to each of the Subsidiaries as well as to the Company as if references to “the Company” included a corresponding reference to the Subsidiaries (and each of them severally). None of the Warranties nor any provision in the circumstances fair and reasonable. 8.2 The Warranties are given subject Tax Covenant shall be, or shall be deemed to matters fullybe, fairly and accurately disclosed in sufficient detail to enable the Buyer to understand their nature and scope in the Disclosure Letter (‘Disclosed’) but no other information qualified, modified or discharged by reason of which the Buyer has actual, constructive or imputed knowledge and no any investigation or enquiry inquiry made by or on behalf of the Buyer and no information relating to the Company or to any of the Subsidiaries of which the Buyer, its agents or advisers have knowledge (whether actual, imputed or constructive), other than (in the case of the Warranties) by reason of its being Disclosed in the Disclosure Letter in accordance with this Agreement, shall modify prejudice any claim which the Buyer shall be entitled to bring or discharge shall operate to reduce any amount recoverable by the Sellers’ liability Buyer under this Agreement. No Claim may be made by the Buyer under the Warranties in any way and to the provisions of section 6(2) of the Law of Property (Miscellaneous Provisions) Xxx 0000 are hereby excluded. 8.3 In so far as the Warranties relate to matters of fact, they shall constitute representations in reliance upon which extent that the Buyer has entered into this Agreement. 8.4 Each of the Warranties is a separate representation or warranty and shall not be restricted in its extent or application by the terms of any of the other Warranties or by any other term of this Agreement. 8.5 Each of the Sellers undertakes with the Buyer had actual knowledge prior to Completion that - (a) each of the Warranties shall remain true and accurate on each day up to and including the Completion Date as if any express or implied reference in Schedule 5 to the date of this Agreement were a reference to the Completion Date; and (b) it shall immediately disclose to the Buyer in writing any matter which becomes known to it before Completion and which gives rise, or might give rise, to a claim under the Warranties or which would materially affect the willingness of a prudent purchaser for value to purchase the Shares on the terms of this Agreement. 8.6 If any of the Warranties shall prove to be was untrue or misleading, misleading or had not been complied with. The provisions of Schedule 6 shall (where relevant) apply to limit the liability of the Sellers shall, without prejudice to under the Warranties and the Tax Covenant provided that the provisions of Schedule 6 shall not apply in respect of any other right or remedy which may be available to the Buyer, pay to the Buyer claim arising out (or to the relevant member extent it is increased) of any fraud or fraudulent misrepresentation or wilful non-disclosure on the part of the Buyer’s Group) on demand - (a) the amount by which the value of the Shares is less than it would have been had such Warranty been true and not misleading; or (b) the amount necessary to put the Company and any member of the Buyer’s Group into the position it would have been in had such Warranty been true and not misleading; together with the amount of all costs and expenses (including legal and other professional fees and expenses, the costs of management time and all other consequential losses whether directly or indirectly arising) incurred directly or indirectly by the Buyer (or any member of the Buyer’s Group) or the Company which it would not have incurred had such Warranty been true and not misleadingSellers. 8.7 Each of the Sellers hereby waives any right which it may have in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by any director, officer or employee of the Company for the purpose of assisting the Sellers to give any of the Warranties or to prepare the Disclosure Letter.

Warranties. 8.1 7.1. The Sellers represent Vendor represents and warrant jointly and severally warrants to the Buyer in the terms set out in Schedule 5 and each party acknowledges that the terms of Schedule 5 and this clause 8 are in the circumstances fair and reasonable. 8.2 The Warranties are given subject to matters fully, fairly and accurately disclosed in sufficient detail to enable the Buyer to understand their nature and scope in the Disclosure Letter (‘Disclosed’) but no other information of which the Buyer has actual, constructive or imputed knowledge and no investigation or enquiry made by or on behalf of the Buyer shall modify or discharge the Sellers’ liability under the Warranties in any way and the provisions of section 6(2) of the Law of Property (Miscellaneous Provisions) Xxx 0000 are hereby excluded. 8.3 In so far as the Warranties relate to matters of fact, they shall constitute representations in reliance upon which the Buyer has entered into this Agreement. 8.4 Each of the Warranties is a separate representation or warranty and shall not be restricted in its extent or application by the terms of any of the other Warranties or by any other term of this Agreement. 8.5 Each of the Sellers undertakes with the Buyer that -Purchaser that:- (a) each of the Fundamental Warranties at the date of this Agreement is and shall remain true and accurate on each day in and not misleading at all times up to and including the Completion Date as if any express or implied reference in Schedule 5 to the date of this Agreement were a reference to the Completion DateCompletion; and (b) it each of the Other Warranties at the date of this Agreement is and shall immediately disclose remain true and accurate in all material respects and is not and shall not be misleading in any material respect at all times up to Completion, save that the Warranties are given subject to the Buyer matters Disclosed. 7.2. Each of the Warranties shall be separate and independent and, save as expressly provided to the contrary to the intent that the Purchaser shall have a separate right of action in respect of any breach thereof, and shall not be limited by inference from or non-specific reference to any other Warranty or any other term of this Agreement, which is not expressly referenced to the Warranty concerned. 7.3. The Vendor shall not do, allow or procure any act or omission before the Completion which would constitute:- (a) a breach of any of the Fundamental Warranties if they were given at the Completion or which would make any of the Warranties inaccurate or misleading if they were so given; and (b) a breach of any of the Other Warranties in material respects if they were given at the Completion or which would make any of the Warranties inaccurate or misleading in any material respects if they were so given. 7.4. The Vendor undertakes that it will, from time to time and at any time before Completion, promptly disclose in writing with full particulars to the Purchaser any matter event, fact or circumstance which becomes become known to it before Completion and the Vendor after the date of this Agreement which gives rise, or might give rise, to a claim under is inconsistent with any of the Warranties or which would materially affect the willingness could reasonably be expected to cause a breach of a prudent purchaser for value to purchase the Shares on the terms of this Agreement. 8.6 If any of the Warranties at any time on or before Completion. 7.5. The Warranties are given subject to and qualified by reference to the matters Disclosed. For the avoidance of doubt, the Vendor shall prove not be liable to the Purchaser in respect of any Warranties to the extent of matters Disclosed. 7.6. The Vendor acknowledges that the Purchaser has entered into this Agreement in reliance upon the Warranties. 7.7. Subject to Completion taking place, in the event that (a) any of the Fundamental Warranties is breached or (as the case may be) proves to be untrue or misleadingmisleading or (b) any of the Other Warranties is breached or (as the case may be) proves to be untrue or misleading in any material respect, the Sellers shall, and without prejudice to any other right or remedy which equitable relief a court of competent jurisdiction may be available see fit to award, the Buyer, Vendor shall on demand pay to the Buyer (or to the relevant member of the Buyer’s Group) on demand -Purchaser: (a) in relation to any breach of the Fundamental Warranties, the amount of all losses, costs and expenses suffered or incurred by which the value of Purchaser, the Shares is less than it would have been had Company and the Subsidiary as a result or in connection with such Warranty been true and not misleadingbreach; orand (b) the amount necessary in relation to put the Company and any member breach of the Buyer’s Group into the position it would have been in had such Warranty been true and not misleading; together with Other Warranties, 30% of the amount of all losses, costs and expenses (including legal and other professional fees and expenses, the costs of management time and all other consequential losses whether directly suffered or indirectly arising) incurred directly or indirectly by the Buyer Purchaser and the Group as a result or in connection with such breach (or any member of the Buyer’s Group) or the Company which it would not have incurred had such Warranty been true and not misleading. 8.7 Each of the Sellers hereby waives any right which it may have in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by any director, officer or employee of the Company solely for the purpose of assisting calculation of the Sellers losses, costs and expenses suffered or incurred by the Purchaser as referred to give in this Clause 7.7(b), it shall be presumed that the Purchaser did not own any direct or indirect equity interest in the Group immediately prior to the date hereof and that the Purchaser would acquire 100% direct or indirect equity interest in the Group from the Vendor at Completion); 7.8. If any sum payable by the Vendor in relation to any breach of the Warranties under Clause 7.7 shall be subject to Tax (whether by way of deduction or withholding or direct assessment of the person entitled thereto), such payment shall be increased by such an amount as shall ensure that after deduction, withholding or payment of such Tax the recipient shall have received a net amount equal to prepare the Disclosure Letterpayment otherwise required hereby to be made.

Warranties. 8.1 The Sellers represent and warrant jointly and severally 7.1 Subject to the limitations in Clause 8, the Seller warrants to the Buyer in that each of the terms set out in Schedule 5 Warranties is true and each party acknowledges that accurate as at the terms date of Schedule 5 and this clause 8 are in the circumstances fair and reasonableAgreement. 8.2 7.2 The Warranties (with the exception of the Fundamental Warranties which are given subject to not qualified in any way) are qualified by all facts, matters fully, fairly and accurately disclosed in sufficient detail to enable the Buyer to understand their nature and scope in the Disclosure Letter (‘information Disclosed’) but no . No other information of which the Buyer has knowledge (actual, constructive imputed or imputed knowledge and no investigation constructive) will prejudice or enquiry made by reduce any Relevant Claim or on behalf of the Buyer shall modify or discharge the Sellers’ liability under the Warranties in any way and the Fundamental Warranty Claim. The provisions of section 6(2) of the Law of Property (Miscellaneous Provisions) Xxx 0000 are hereby excluded. 8.3 In so far as the Warranties relate to matters of fact, they shall constitute representations in reliance upon 7.3 The Seller waives and may not enforce any right which the Buyer has entered into Seller may have against any Group Member, or any director (or manager, as applicable) or employee of any Group Member, on which or on whom the Seller may have relied in agreeing to any term of this AgreementAgreement or any statement in the Disclosure Letter. 8.4 7.4 Each of the Warranties Warranty is a separate representation or warranty to be construed independently and shall not be restricted in its extent expanded by reference to any other Warranty or application by the terms of any of the other Warranties or by any other term of this Agreement. 8.5 Each 7.5 Unless otherwise specified, where any Warranty refers to the knowledge, information, belief or awareness of the Sellers undertakes with Seller (or similar expression), the Seller will be deemed to have such knowledge, information, belief or awareness as the Seller would have obtained had the Seller made all due and careful enquiries into the subject matter of that Warranty. 7.6 The Buyer shall ensure that -the W&I Policy includes an express and irrevocable waiver of any rights of subrogation which the insurer under the W&I Policy may otherwise have against the Seller. The Buyer shall not make any changes to, or otherwise vary the terms of, the W&I Policy without the prior written consent of the Seller. (a) 7.7 The Buyer warrants to the Seller that each of the Warranties shall remain following warranties (the “Buyer Warranties”) is true and accurate on each day up to and including the Completion Date as if any express or implied reference in Schedule 5 to at the date of this Agreement: 7.7.1 the Buyer is duly incorporated and validly existing under the laws of its jurisdiction of incorporation; 7.7.2 the Buyer has full power to enter into and perform its obligations under this Agreement; 7.7.3 this Agreement were a reference constitutes or will, when executed, constitute legally valid and binding obligations on the Buyer, subject to each other party having the Completion Datecapacity, power and authority to enter into and perform its obligations under such documents, the due execution and delivery of such documents by all other parties thereto and applicable laws relating to bankruptcy, insolvency, liquidation, reorganisation and other applicable laws of general application relating to or affecting the rights of creditors; and (b) it shall immediately disclose to 7.7.4 the Buyer is not subject to any proceedings in writing relation to any matter which becomes known to it before Completion and which gives risewinding up, bankruptcy or might give rise, to a claim under other insolvency proceedings concerning the Warranties or which would materially affect the willingness of a prudent purchaser for value to purchase the Shares on the terms of this AgreementBuyer. 8.6 If any 7.8 Each of the Buyer Warranties shall prove to be untrue or misleading, the Sellers shall, without prejudice construed separately and independently and shall not be expanded by reference to any other right matter, warranty or remedy which may be available to the Buyer, pay to the Buyer (or to the relevant member of the Buyer’s Group) on demand - (a) the amount by which the value of the Shares is less than it would have been had such Warranty been true and not misleading; or (b) the amount necessary to put the Company and any member of the Buyer’s Group into the position it would have been in had such Warranty been true and not misleading; together with the amount of all costs and expenses (including legal and other professional fees and expenses, the costs of management time and all other consequential losses whether directly or indirectly arising) incurred directly or indirectly by the Buyer (or any member of the Buyer’s Group) or the Company which it would not have incurred had such Warranty been true and not misleadingundertaking. 8.7 Each of the Sellers hereby waives any right which it may have in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by any director, officer or employee of the Company for the purpose of assisting the Sellers to give any of the Warranties or to prepare the Disclosure Letter.

Warranties. 8.1 The Sellers represent and warrant jointly and severally 13.01 This Agreement has been entered into by FEI in reliance upon the Warranties to the Buyer intent that each of the Warranties shall be construed as a separate and independent Warranty so that FEI shall have a separate claim and right of action in the terms set out in Schedule 5 and respect of every breach of each party acknowledges that the terms of Schedule 5 and this clause 8 are in the circumstances fair and reasonableWarranty. 8.2 The 13.02 No claim shall be made by FEI for breach of any of the Warranties are given subject or other provisions of this Agreement if the fact, omission, circumstance or occurrence giving rise to matters fully, or forming the basis of the claim has been fairly and accurately disclosed in sufficient detail to enable the Buyer to understand their nature and scope FEI in the Disclosure Letter delivered at least five days prior to Closing (‘Disclosed’but updated by Philips prior to Closing) but no other information of which or was otherwise known prior to the Buyer has actual, constructive or imputed knowledge and no investigation or enquiry date hereof. 13.03 No claim shall be made by or on behalf of the Buyer shall modify or discharge the Sellers’ liability under the Warranties in any way and the provisions of section 6(2FEI for breach: (i) of the Law covenants in Section 5.02 that the Closing Accounts will be prepared in accordance with Philips Accounting Policies Consistently Applied (the "NOC Financial Covenant"), unless such claim is in repsect of Property (Miscellaneous Provisions) Xxx 0000 are hereby excluded. 8.3 In so far as the Warranties relate to matters one single matter and it is for an amount in excess of fact, they shall constitute representations in reliance upon which the Buyer has entered into this Agreement. 8.4 Each 5% of the Warranties is a separate representation or warranty asset component of the applicable NOC for the Local Activity transferred and shall not be restricted in its extent or application by the terms (ii) of any of the other Warranties or by any other term of this Agreement. 8.5 Each of the Sellers undertakes with the Buyer that - (a) each of the Warranties shall remain true and accurate on each day up to and including the Completion Date as if any express or implied reference in Schedule 5 to the date provisions of this Agreement were a reference to the Completion Date; and (b) it shall immediately disclose to the Buyer in writing any matter which becomes known to it before Completion and which gives rise, or might give rise, to a unless such claim under the Warranties or which would materially affect the willingness of a prudent purchaser for value to purchase the Shares on the terms of this Agreement. 8.6 If any of the Warranties shall prove to be untrue or misleading, the Sellers shall, without prejudice to any other right or remedy which may be available to the Buyer, pay to the Buyer (or to the relevant member of the Buyer’s Group) on demand - (a) the amount by which the value of the Shares is less than it would have been had such Warranty been true and not misleading; or (b) the amount necessary to put the Company and any member of the Buyer’s Group into the position it would have been in had such Warranty been true and not misleading; together with the amount of all costs and expenses (including legal and other professional fees and expenses, the costs of management time and all other consequential losses whether directly or indirectly arising) incurred directly or indirectly by the Buyer (or any member of the Buyer’s Group) or the Company which it would not have incurred had such Warranty been true and not misleading. 8.7 Each of the Sellers hereby waives any right which it may have in respect of any misrepresentation, inaccuracy or omission one single matter and it is for an amount in or from any information or advice supplied or given excess of EUR 25,000. 13.04 No claim shall be made by any director, officer or employee FEI for breach of the Company for the purpose of assisting the Sellers to give any of the Warranties or other provisions of this Agreement unless the aggregate loss or damage (in respect of one or more matters) exceeds EUR 125,000 in which event a claim in respect of the excess over EUR 25,000 may be made; provided, however that this limitation shall not apply to prepare breaches of the Disclosure LetterNOC Financial Covenant. 13.05 The liability of Philips in respect of the aggregate of all the claims made by FEI for breach of any of the Warranties or other provisions of this Agreement shall not exceed the Purchase Price. 13.06 No claim may be brought by FEI for breach of any of the Warranties or other provisions of this Agreement unless written notice thereof shall have been given to Philips accompanied by reasonable particulars of the claim including the amount of the claim within 15 months of the Principal Closing Date. 13.07 No claim shall be made by FEI for breach of any of the Warranties or other provisions of this Agreement in respect of any matter to the extent that the subject matter of the claim shall be tax deductible, and/or can be recovered in whole or in part by FEI under a policy of insurance 13.08 If any claim for breach of any of the Warranties is based upon a liability of FEI which is contingent only, Philips shall not be liable hereunder to make any payment to FEI unless and until such contingent liability becomes an actual liability and is discharged. 13.09 Where any claim is made by a third party against FEI in relation to which it appears that Philips is or may be liable hereunder and FEI claims indemnification from Philips under this Article 13, FEI shall as soon as practicable give notice thereof to Philips and transfer to Philips' sole control the defense of such claim and FEI shall take such action as Philips may reasonably require to avoid, dispute, resist, appeal against, compromise or defend the claim and any adjudication in respect thereof and FEI shall render to Philips all such assistance as it may reasonably request in relation to such claim including instructing such professional advisers as Philips may nominate to the intent that the conduct of such claim shall be delegated to Philips entirely. 13.10 Where any third party is liable to FEI in relation to any matter which has given rise to a liability on the part of Philips hereunder, FEI shall procure that all reasonable endeavours are used to recover any amounts due from any such third party and shall forthwith upon such recovery reimburse Philips an amount equal to any sum paid by it in respect of such liability subject to a deduction of the net (i.e. out of pocket) expenses incurred by FEI. 13.11 Any sum recovered from Philips pursuant to any claim under the Warranties will be deemed to be a reduction of the Purchase Price and shall be deemed to reduce the amount apportioned to the Asset(s) to which it most closely relates. 13.12 Philips shall not be liable hereunder and no claim or claims shall be made against it in relation to any breach or non-fulfillment of any of the Warranties which occurs as a result of or is otherwise attributable to: - any matter provided for under the terms of this Agreement or carried out in the implementation hereof; - any voluntary act of FEI carried out after the date hereof; - any act, matter or thing done or omitted to be done by or at the written request or with the written approval of FEI; or - any legislation not in force at the date hereof or any change of law or administrative practice which takes effect retroactively.

Warranties. 8.1 4.1 [Each Warrantor] [The Sellers represent and warrant jointly and severally to the Buyer in the terms set out in Schedule 5 and each party acknowledges that the terms of Schedule 5 and this clause 8 are in the circumstances fair and reasonable. 8.2 The Warranties are given subject to matters fully, fairly and accurately disclosed in sufficient detail to enable the Buyer to understand their nature and scope in the Disclosure Letter (‘Disclosed’) but no other information of which the Buyer has actual, constructive or imputed knowledge and no investigation or enquiry made by or on behalf of the Buyer shall modify or discharge the Sellers’ liability under the Warranties in any way and the provisions of section 6(2) of the Law of Property (Miscellaneous Provisions) Xxx 0000 are hereby excluded. 8.3 In so far as the Warranties relate to matters of fact, they shall constitute representations in reliance upon which the Buyer has entered into this Agreement. 8.4 Each of the Warranties is a separate representation or warranty and shall not be restricted in its extent or application by the terms of any of the other Warranties or by any other term of this Agreement. 8.5 Each of the Sellers undertakes with the Buyer that -Company]: (a) warrants to the Investor that each of the Warranties shall remain true and accurate on each day up to and including the Completion Date as if any express or implied reference in Schedule 5 to Warranty is, at the date of this Agreement were a Agreement, and will, at Closing by reference to the Completion Datefacts and circumstances then existing, be true, accurate and not misleading, subject only to the matters Disclosed and any exceptions expressly provided in this Agreement, including those in Clause 5; and (b) it acknowledges that the Investor has been induced to enter into this Agreement and to subscribe for the Subscription Shares in reliance upon the Warranties. se in this Agreement, no Warranty shall immediately disclose to the Buyer in writing be limited by any matter which becomes known to it before Completion and which gives rise, or might give rise, to a claim under the Warranties or which would materially affect the willingness of a prudent purchaser for value to purchase the Shares on the terms other Warrant rms of this Agreement. 8.6 If . y time prior to Closing a Warrantor becomes aware that a Warranty has ed, or will at Closing be breached, the Warrantor shall immediately notif ng of such matter, with sufficient detail to enable the Investor to be app nd circumstances and their financial and other impact on the Group or re ny. is a breach of Warranty prior to Closing or a Warranty would be breach Closing occur), the Investor may (without prejudice to its other rights a terminate this Agreement (in which case Clause 3.5 shall apply); or proceed with Closing. estor’s rights and remedies in respect of a breach of any of the Warranties Warrant Closing. ompany] [The Warrantors] shall prove not be liable for a Claim unless the Inve mpany] [the Warrantors] written notice of such Claim, specifying (in rea he nature of the Claim and (so far as can then be reasonably ascertaine , within the period of [twelve] months following the Closing Date. gregate liability of [the Company] [the Warrantors] for all and any Claim r shall not exceed [the Subscription Amount : in the case of the Company, an amount equal to be untrue or misleadingthe Subscription Amou in the case of each of the Warrantors other than the Company, the Sellers shall, without prejudice su £[AMOUNT]]. estor: shall not be entitled to recover any other right or remedy which may be available to the Buyer, pay to the Buyer (or to the relevant member of the Buyer’s Group) on demand - (a) the amount by which the value of the Shares is less than it would have been had such Warranty been true and not misleading; or (b) the amount necessary to put the Company and any member of the Buyer’s Group into the position it would have been in had such Warranty been true and not misleading; together with the amount of all costs and expenses (including legal and other professional fees and expenses, the costs of management time and all other consequential losses whether directly or indirectly arising) incurred directly or indirectly by the Buyer (or any member of the Buyer’s Group) or the Company which it would not have incurred had such Warranty been true and not misleading. 8.7 Each of the Sellers hereby waives any right which it may have in respect of any misrepresentationClaim unl of such Claim exceeds £[AMOUNT], inaccuracy in which event the whole of such a recoverable and not merely the excess over £[AMOUNT]; and shall not be entitled to recover any amount in respect of any Claim unl of such Claim, when aggregated with the [Company’s] [Warrantors’] lia Claims, exceeds £[AMOUNT], in which event the whole of such amount recoverable and not merely the excess over £[AMOUNT]. ompany] [The Warrantors] shall not have any liability in respect of any C 4.2 Each Warranty is a separate and independent warranty and, save as expressly provided otherwi y or omission by the other te 4.3 If at an been breach y the Investor in or from any information or advice supplied or given by any director, officer or employee writi raised of the Company for the purpose of assisting the Sellers to give any of the Warranties or to prepare the Disclosure Letter.facts a levant Group Compa 4.4 If there ed at Closing (should nd remedies): 4.5 The Inv ies shall survive

Warranties. 8.1 15.1 The Sellers represent Vendor represents warrants and warrant jointly undertakes to and severally with the Purchaser and its successors in title that the Warranties are at the date of this Agreement and will be at the date of Completion and the Transfer Date true and correct in all material respects. The Vendor undertakes to the Buyer in Purchaser to indemnify the terms set out in Schedule 5 Purchaser fully at all times from and each party acknowledges that the terms of Schedule 5 against all costs claims proceedings demands and this clause 8 are in the circumstances fair and reasonable. 8.2 The Warranties are given subject to matters fully, fairly and accurately disclosed in sufficient detail to enable the Buyer to understand their nature and scope in the Disclosure Letter (‘Disclosed’) but no other information of expenses which the Buyer has actual, constructive Purchaser may sustain incur or imputed knowledge pay by reason of any breach of any of the Warranties 15.2 The remedies of the Purchaser in respect of breach of any of the Warranties shall continue to subsist notwithstanding Completion 15.3 The rights and no remedies of the Purchaser in respect of any breach of the Warranties shall not be affected by any investigation or enquiry made by or on behalf of the Buyer shall modify or discharge Purchaser into the Sellers’ liability under the Warranties in any way and the provisions of section 6(2) affairs of the Law of Property (Miscellaneous Provisions) Xxx 0000 are hereby excluded. 8.3 In so far as the Warranties relate to matters of fact, they shall constitute representations in reliance upon which the Buyer has entered into this Agreement. 8.4 Each of the Warranties is a separate representation or warranty and shall not be restricted in its extent or application Vendor by the terms Purchaser failing to exercise or delaying the exercise of any of the other Warranties its rights or remedies or by any other term of event or matter whatever except a duly authorised written waiver or release 15.4 The Purchaser acknowledges that in entering into this AgreementAgreement (other than as expressly represented warranted or otherwise set forth herein): 15. 8.5 Each of 4:1 the Sellers undertakes with the Buyer that - (a) each of the Warranties shall remain true Purchaser was not induced to execute and accurate on each day up to and including the Completion Date as if any express or implied reference in Schedule 5 to the date of deliver this Agreement were a reference to by any warranty representation inducement promise or side agreement of any kind type characterization nature or description made by the Completion Date; and (b) it shall immediately disclose to the Buyer in writing any matter which becomes known to it before Completion and which gives rise, Vendor and/or its agents employees or might give rise, to a claim under the Warranties or which would materially affect the willingness of a prudent purchaser for value to purchase the Shares on the terms of this Agreement. 8.6 If any of the Warranties shall prove to be untrue or misleading, companies affiliated with the Sellers shall, without prejudice to any Vendor 15. 4:2 the Purchaser received independent advice from legal financial engineering architectural and other right or remedy which may be available similar professionals of its choice with respect to the Buyer, pay advisability of purchasing the Assets pursuant to the Buyer (stipulations agreements conditions and covenants contained and set forth in this Agreement 15.4:3 neither the Vendor nor its agents employees or to the relevant member of the Buyer’s Group) on demand - (a) the amount by which the value of the Shares is less than it would have been had such Warranty been true and not misleading; or (b) the amount necessary to put the Company and any member of the Buyer’s Group into the position it would have been in had such Warranty been true and not misleading; together with the amount of all costs and expenses (including legal and other professional fees and expenses, the costs of management time and all other consequential losses whether directly or indirectly arising) incurred directly or indirectly by the Buyer (or any member of the Buyer’s Group) or the Company which it would not have incurred had such Warranty been true and not misleading. 8.7 Each of the Sellers hereby waives any right which it may have in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by any director, officer or employee of the Company for the purpose of assisting the Sellers to give any of the Warranties companies affiliated with the Vendor has made any warranties representations or guarantees express implied or statutory written or oral to prepare the Disclosure Letter.Purchaser and the Purchaser specifically understands and acknowledges that neither the Vendor nor its agents employees or affiliated companies or entities shall have any liability of whatsoever kind nature or description to the Purchaser in connection with the probability of success of the operation of the Business or otherwise and the Purchaser has accepted the Assets AS-IS-WHERE-IS with all faults and without any warranties expressed or implied or whatsoever kind type nature description or characterization

Warranties. 8.1 SUPPORT ------------------------------- 9.1 The Sellers represent "Warranty Period" for ST shall be in effect for * following ST's acceptance of the QI Deliverables incorporated in a Product. The "Warranty Period" for a Customer shall be in effect for * following the date of the first shipment of a Product to such Customer. QI warrants that during the Warranty Period, the Product shall operate in all material respects in accordance with the Documentation therefor. During the Warranty Period, ST/Customer shall promptly notify QI in writing of any instances where the Product does not operate in all material respects in accordance with the Documentation. QI will use its reasonable good faith efforts to remedy the situation within * in accordance with the Documentation and warrant jointly Acceptance Criteria. In the event that QI is unable to remedy the situation within the time frame specified above, QI will provide ST/Customer with a written detailed plan, including a schedule and severally to outlining the Buyer in the terms set out in Schedule 5 problem and each party acknowledges that the terms of Schedule 5 and this clause 8 are in the circumstances fair and reasonablepossible resolutions. 8.2 The Warranties are given subject 9.2 During the Warranty Period, QI will provide, free of charge, the following support services to matters fully, fairly and accurately disclosed in sufficient detail ST/Customer relating to enable the Buyer to understand their nature and scope in the Disclosure Letter (‘Disclosed’) but no other information of which the Buyer has actual, constructive or imputed knowledge and no investigation or enquiry made by or on behalf of the Buyer shall modify or discharge the Sellers’ liability under the Warranties in any way and the provisions of section 6(2) of the Law of Property (Miscellaneous Provisions) Xxx 0000 are hereby excluded. 8.3 In so far as the Warranties relate to matters of fact, they shall constitute representations in reliance upon which the Buyer has entered into this Agreement. 8.4 Each of the Warranties is a separate representation or warranty and shall not be restricted in its extent or application by the terms of any of the other Warranties or by any other term of this Agreement. 8.5 Each of the Sellers undertakes with the Buyer that -QI Deliverables: (a) each of the Warranties shall remain true and accurate on each day up Telephone support services to and including the Completion Date as if any express or implied reference in Schedule 5 which ST/Customer can ask all questions related to the date use of this Agreement were a reference QI Deliverables. QI's engineers or other competent personnel shall use their good faith efforts promptly to address questions from ST/Customer and to return calls to ST/Customer. QI shall render such advice necessary or appropriate to ST/Customer concerning the Completion Date; use of QI Deliverables and, if need be, shall help to identify solutions to bypass problems. [*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 9 (b) it shall immediately disclose The forwarding to ST/Customer of any documents and information, other than source code, related to the Buyer use of QI Deliverables, which describe solutions to most frequent difficulties, as and when such documents are developed by QI from time to time. (c) Such reasonable on-site assistance at the location indicated by ST/Customer, which consists of assisting ST/Customer in writing any matter which becomes known defining the problem and obtaining elements necessary to it before Completion find a solution. 9.3 The Parties agree to use their good faith efforts to negotiate and which gives riseagree upon such reasonable terms and conditions for QI to provide support and maintenance, or might give riseafter the Warranty Period, to a claim under the Warranties or which would materially affect the willingness of a prudent purchaser for value ST and/or Customers relating to purchase the Shares on the terms of this AgreementQI Deliverables. 8.6 If any 9.4 QI will use its good faith commercially reasonable efforts to establish direct Customer support services to be provided to Customers worldwide. In connection with such worldwide Customer support services, ST will use its good faith commercially reasonable efforts to make available to QI the facilities of the Warranties shall prove established worldwide customer service network of ST and of ST Affiliates, and also to provide the resources necessary, as will be untrue or misleadingagreed to by the Parties, the Sellers shall, without prejudice for technical interface with Customers through such established worldwide customer service network. 9.5 The Parties agree to any other right or remedy which may be available use their good faith efforts to the Buyer, pay negotiate and agree upon such reasonable terms and conditions for QI to the Buyer (or to the relevant member provide ST with new functionalities of the Buyer’s Group) on demand - (a) Software and the amount by which the value of the Shares is less than it would have been had such Warranty been true and not misleading; or (b) the amount necessary to put the Company and any member of the Buyer’s Group into the position it would have been in had such Warranty been true and not misleading; together with the amount of all costs and expenses (including legal and other professional fees and expenses, the costs of management time and all other consequential losses whether directly or indirectly arising) incurred directly or indirectly by the Buyer (or any member of the Buyer’s Group) or the Company which it would not have incurred had such Warranty been true and not misleadingdocumentation therefor. 8.7 Each of the Sellers hereby waives any right which it may have in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by any director, officer or employee of the Company for the purpose of assisting the Sellers to give any of the Warranties or to prepare the Disclosure Letter.

Warranties. 8.1 5.1 The Sellers represent and warrant jointly and severally Vendor warrants to the Buyer in Purchaser that each General Warranty is true and accurate at the terms set out in Schedule 5 and each party acknowledges that the terms of Schedule 5 and this clause 8 are in the circumstances fair and reasonable. 8.2 The Warranties are given subject to matters fully, fairly and accurately disclosed in sufficient detail to enable the Buyer to understand their nature and scope in the Disclosure Letter (‘Disclosed’) but no other information of which the Buyer has actual, constructive or imputed knowledge and no investigation or enquiry made by or on behalf of the Buyer shall modify or discharge the Sellers’ liability under the Warranties in any way and the provisions of section 6(2) of the Law of Property (Miscellaneous Provisions) Xxx 0000 are hereby excluded. 8.3 In so far as the Warranties relate to matters of fact, they shall constitute representations in reliance upon which the Buyer has entered into this Agreement. 8.4 Each of the Warranties is a separate representation or warranty and shall not be restricted in its extent or application by the terms of any of the other Warranties or by any other term date of this Agreement. 8.5 Each of 5.2 The Vendor warrants to the Sellers undertakes with the Buyer Purchaser that - (a) each of the Warranties shall remain Mortgage Warranty was true and accurate on each day up to and including of the dates that any such Mortgage Warranty was given under the terms of the relevant agreement in which it was incorporated. For the avoidance of doubt, the Vendor will not give any warranty in respect of any repetition of each Mortgage Warranty under the terms of the relevant agreement in which it was incorporated after the Completion Date Date. 5.3 The Vendor acknowledges that the Purchaser: 5.3.1 is entering into this Agreement in reliance on each Warranty; and 5.3.2 may rely on the Warranties in warranting to any subsequent purchaser of all or any part of the undertaking of a Group Company and to the extent that the Purchaser becomes liable under any such warranties given to any such subsequent purchaser, the Purchaser may claim against the Vendor in respect of any such liability if and to the extent that the Purchaser would have had a claim under the Warranties had it not transferred the relevant undertaking or part thereof, provided always that the liability of the Vendor under the Warranties will remain subject to the limitations in this Agreement and will not be increased by virtue of the Purchaser relying on the Warranties in warranting to any subsequent purchaser in circumstances where the Vendors liability would not have increased had the Purchaser not given such warranties to any subsequent purchaser. 5.4 The Warranties are qualified by the facts and circumstances fairly disclosed in the Disclosure Letter and the documents listed in the Data Room Index. 5.5 The Purchaser confirms that as if any express or implied reference in Schedule 5 to at the date of this Agreement were a reference to the Completion Date; and (b) it shall immediately disclose to the Buyer in writing has no actual awareness of any matter matter, fact or circumstance which becomes known to it before Completion and which is actually aware gives rise, or might give rise, rise to a claim under the Warranties liability or which would materially affect the willingness it believes is likely to give rise to a breach of a prudent purchaser for value to purchase the Shares on the terms of this Agreement. 8.6 If any of the Warranties shall prove Warranties, other than those matters, facts or circumstances disclosed in the Disclosure Letter. For the purposes of this clause, the awareness of the Purchaser is deemed to be untrue or misleadingthe actual awareness of Xxxxxx Xxxxxxx, Xxx Xxxxxxxxx and Xxxxx Xxxxxxxx based on the facts and information contained in the Legal Report, the Sellers shallAccountant's Report, without prejudice to any other right or remedy which may be available to the BuyerInsurance Report, pay to the Buyer (or to Investigation Reports and the relevant member disclosure letter prepared by certain Key Employees in respect of the Buyer’s Group) investment agreement entered into on demand - (a) the amount by which date hereof between, inter alia, Royal Bank Development Capital Limited and such Key Employees and the value of the Shares is less than it would Purchaser confirms that Xxxxxx Xxxxxxx, Xxx Xxxxxxxxx and Xxxxx Xxxxxxxx have been had read all such Warranty been true reports and not misleading; or (b) the amount necessary to put the Company letter and any member of the Buyer’s Group into the position it would have been in had such Warranty been true and not misleading; together with the amount of all costs and expenses (including legal and other professional fees and expenses, the costs of management time and all other consequential losses whether directly or indirectly arising) incurred directly or indirectly by the Buyer (or any member of the Buyer’s Group) or the Company which it would not have incurred had such Warranty been true and not misleadingconsidered them carefully. 8.7 Each 5.6 The Vendor undertakes not to make any claim against a Group Company or a director, officer or employee of the Sellers hereby waives any right a Group Company which it may have in respect of any a misrepresentation, inaccuracy or omission in or from any information or advice supplied provided by a Group Company or given by any a director, officer or employee of the a Group Company for the purpose of assisting the Sellers Vendor to make a representation, give any of the Warranties a Warranty or to prepare the Disclosure LetterLetter other than in the event that the director, officer or employee in question has been guilty of fraud or wilful concealment or withholding in respect of any such misrepresentation, action, inaccuracy or omission. 5.7 Each Warranty is to be construed independently and (except where this Agreement provides otherwise) is not limited by a provision of this Agreement or another Warranty. 5.8 The Purchaser hereby warrants to the Vendor as set out in Part C of schedule 4 (the "PURCHASER'S WARRANTIES"). 5.9 The Purchaser shall indemnify the Vendor against any loss, liability, cost or expense (including reasonable legal costs) actually suffered or incurred by the Vendor and arising out of a breach of the Purchaser's Warranties.

Warranties. 8.1 7.1 The Buyer and the Buyer’s Guarantor hereby warrant to the Sellers represent and warrant jointly and severally the Management Sellers as at the date of this agreement in the terms of the Buyer’s Warranties. 7.2 Each Seller in respect of itself only hereby warrants to the Buyer as at the date of this agreement in the terms of the Title Warranties. 7.3 Each Management Seller in respect of himself only hereby warrants to the Buyer as at the date of this agreement in the terms of the Title Warranties. 7.4 Subject to the limitations in Schedule 9 and save as Disclosed, the Warrantor hereby warrants to the Buyer as at the date of this agreement in the terms of the General Warranties and the Tax Warranties. 7.5 A payment of any Warranty Claim shall include any amount necessary to ensure that, after any Taxation of the payment, the Buyer is left with the same amount it would have had if the payment was not subject to Taxation subject always to the limitations set out in Schedule 5 and each party acknowledges that the terms paragraph 2.1 of Schedule 5 and this clause 8 are in the circumstances fair and reasonable9. 8.2 The 7.6 Each of the Warranties are given subject to matters fullyis separate and independent and save as expressly provided in this agreement (including, fairly and accurately disclosed without limitation, the limitations in sufficient detail to enable the Buyer to understand their nature and scope Schedule 9) or in the Disclosure Letter (‘Disclosed’) but no shall not be limited by reference to any other information Warranty or anything else in this agreement. 7.7 The Warrantor shall not be liable for any Claim to the extent that the Buyer has actual knowledge, as at the date hereof, of a matter that has not been Disclosed in respect of which the Buyer has actualmay otherwise be entitled to bring a claim for breach of the Warranties. For the purposes of this agreement, constructive the actual knowledge of the Buyer shall be the actual knowledge of Xxxxx Xxxxxx, Xxxxxx Xxxxxxxx, Xxxxx Xxxx, Xxxxxx Xxxxxx, Xxxx Xxxxxxx, Xxxxx Xxxx, Xxxxxxx Xxxxxxxx, Xxxxx Xxxxxxxx, Xxxxx Xxxxxx, Xxxxxxx Xxxxxx, Xxxxx Xxxxxxxxx, Xxxxxxx Xxxx, Xxxxxx Bay and Xxxx Xxxxx. 7.8 Where any Warranty or imputed any other statement in this agreement is qualified by the expression “so far as the Warrantor is aware” or by any similar expression, the Warranty or statement shall be deemed to be given on the basis of the actual knowledge of the Warrantor having made reasonable enquiry of each of Xxxxxxx Xxxxxxx, Xxxxx Xxxxxx and no investigation Xxxxx Xxxxxx. 7.9 The Warrantor agrees that any information supplied by the Company or enquiry made any of its Subsidiaries or by or on behalf of the Buyer shall modify or discharge the Sellers’ liability under the Warranties in any way and the provisions of section 6(2) of the Law of Property (Miscellaneous Provisions) Xxx 0000 are hereby excluded. 8.3 In so far as the Warranties relate to matters of fact, they shall constitute representations in reliance upon which the Buyer has entered into this Agreement. 8.4 Each of the Warranties is a separate representation or warranty and shall not be restricted in its extent or application by the terms of any of the other Warranties employees, directors, agents or by any other term officers of this Agreement. 8.5 Each of the Sellers undertakes with the Buyer that - (a) each of the Warranties shall remain true and accurate on each day up to and including the Completion Date as if any express or implied reference in Schedule 5 to the date of this Agreement were a reference to the Completion Date; and (b) it shall immediately disclose to the Buyer in writing any matter which becomes known to it before Completion and which gives rise, or might give rise, to a claim under the Warranties or which would materially affect the willingness of a prudent purchaser for value to purchase the Shares on the terms of this Agreement. 8.6 If any of the Warranties shall prove to be untrue or misleading, the Sellers shall, without prejudice to any other right or remedy which may be available to the Buyer, pay to the Buyer (or to the relevant member of the Buyer’s Group) on demand - (a) the amount by which the value of the Shares is less than it would have been had such Warranty been true and not misleading; or (b) the amount necessary to put the Company and any member of its Subsidiaries (“Officers”) to the Warrantor or his advisers in connection with the Warranties, the information Disclosed in the Disclosure Letter or otherwise shall not constitute a warranty, representation or guarantee as to the accuracy of such information in favour of the Buyer’s Group into Warrantor, and the position Warrantor hereby undertakes to the Buyer and to the Company, its Subsidiaries and each Officer that it would have been in had such Warranty been true and not misleading; together with the amount of all costs and expenses (including legal and other professional fees and expenses, the costs of management time waives any and all other consequential losses whether directly or indirectly arising) incurred directly or indirectly by the Buyer (or claims it might otherwise have against any member of the Buyer’s Group) or the Company which it would not have incurred had such Warranty been true and not misleading. 8.7 Each of the Sellers hereby waives any right which it may have them in respect of such claims, except in any misrepresentation, inaccuracy case insofar as the Warrantor has been fraudulently or omission in or from any information or advice supplied or given dishonestly misled by any such employee, director, officer agent or employee of the Company for the purpose of assisting the Sellers to give any of the Warranties or to prepare the Disclosure Letterofficer.

Warranties. 8.1 The Sellers represent 7.1 Subject to the limitations in clause 8, the Seller (for the avoidance of doubt, being each of YCM, Asia Mobile and warrant ATT, jointly and severally severally) warrants and represents to the Buyer in the terms set out in Schedule 5 and each party acknowledges Purchaser that the terms of Schedule 5 Warranties are true, complete and this clause 8 are in the circumstances fair accurate and reasonablenot misleading. 8.2 The Warranties are given subject 7.2 Subject to matters fullythe limitations in clause 8, fairly the Seller shall procure and accurately disclosed in sufficient detail warrants and represents to enable the Buyer to understand their nature and scope in the Disclosure Letter (‘Disclosed’) but no other information of which the Buyer has actual, constructive or imputed knowledge and no investigation or enquiry made by or on behalf of the Buyer shall modify or discharge the Sellers’ liability under Purchaser that the Warranties in any way will be true and accurate at Completion by reference to the provisions of section 6(2) of the Law of Property (Miscellaneous Provisions) Xxx 0000 are hereby excluded. 8.3 In so far as the Warranties relate to matters of factfacts and circumstances then subsisting and, they shall constitute representations in reliance upon which the Buyer has entered into for this Agreement. 8.4 Each of the Warranties is a separate representation or warranty and shall not be restricted in its extent or application by the terms of any of the other Warranties or by any other term of this Agreement. 8.5 Each of the Sellers undertakes with the Buyer that - (a) each of purpose, the Warranties shall remain true and accurate on each day up be deemed to and including the be repeated at Completion Date as if any express or implied reference in Schedule 5 the Warranties to the date of this Agreement were was replaced by a reference to the Completion Date; anddate of Completion. (b) 7.3 Where any of the Warranties is qualified by the expression “to the best of the knowledge, information and belief of the Seller” or “so far as the Seller is aware” or any similar expression, that Warranty shall be deemed to include an additional statement that it has been made after due, diligent and careful enquiry by the Seller and that the Seller has used its reasonable endeavours to ensure that all information given in the Warranty is true, complete and accurate in all material respects. 7.4 The Seller shall immediately disclose or cause to be disclosed to the Buyer in writing Purchaser any matter or thing which arises or of which it becomes known to it before Completion and aware after entering into this Agreement which gives rise, is materially inconsistent with or might give rise, to a claim under material breach of any of the Warranties or which would materially affect will or may be a material breach of any Warranty when the willingness of a prudent purchaser for value to purchase the Shares on the terms of this Agreement. 8.6 If Warranties are repeated at Completion or which might render any of the Warranties materially misleading or would be material to a purchaser for value of the Sale Shares. 7.5 The Seller shall prove not (if a claim is made against it in connection with the sale of the Sale Shares to be untrue the Purchaser) make any claim against the Company or misleadingagainst any Director, Commissioner, employee, or agent of the Company on whom the Seller may have relied before agreeing to any term of this Agreement or authorising any statement in the Disclosure Letter. 7.6 Subject to the limitations in Clause 8, the Sellers shallSeller undertakes to indemnify and keep indemnified the Purchaser from and against all claims, without prejudice to any other right liabilities, losses, costs and expenses which the Purchaser may suffer or remedy incur or which may be available made against the Purchaser either before or after the commencement of and arising out of, or in respect of, any action in connection with: 7.6.1 the settlement of any claim that any of the Warranties is untrue or misleading or has been breached; 7.6.2 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 7.6.3 the enforcement of any such settlement or judgment relating to this Agreement or its subject matter. 7.7 Subject to the Buyerlimitations in Clause 8, if any of the Warranties was untrue or inaccurate at the time the Warranty was given or deemed to be repeated, the Seller shall pay or cause to be paid to the Buyer (or to the relevant member of the Buyer’s Group) Purchaser on demand - (a) the amount by which the value of the Shares is less than it Company would have been had such Warranty been true and not misleading; or (b) the amount necessary require to put the Company and any member of the Buyer’s Group it into the position that it would have been in if the Warranty had such Warranty been true and not misleading; together with accurate. Without prejudice to the generality of this clause, if the value of any asset of the Company is found to be less than its value would have been if the Warranties had been true and accurate at the time they were given or deemed to be repeated or the amount of all costs and expenses (including legal and other professional fees and expenses, the costs of management time and all other consequential losses whether directly or indirectly arising) incurred directly or indirectly by the Buyer (or any member liability of the Buyer’s Group) or Company is found to be greater than its amount would have been if the Company which it would not have incurred Warranties had such Warranty been true and not misleadingaccurate at the time they were given or deemed to be repeated, the Seller shall pay or cause to be paid to the Purchaser on demand 60% of the difference between the actual value of such asset or amount of such liability and the value or amount which such asset or liability would have had if the Warranties had been true and accurate at the time they were given or deemed to be repeated. 8.7 Each 7.8 Subject to the limitations in Clause 8, nothing in clause 7.7 shall limit the rights of the Sellers hereby waives Purchaser to claim for any right which it may have loss or damage, in contract or otherwise, in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by any director, officer or employee of the Company for the purpose of assisting the Sellers to give any of the Warranties or under the other provisions of this Agreement, on any basis available to prepare it. 7.9 Each Party represents and warrants to each of the Disclosure Letterother Parties that: 7.9.1 it is duly incorporated under the laws of, in the case of YCM, Labuan, in the case of Asia Mobile, Indonesia, in the case of ATT, British Virgin Islands and in the case of the Purchaser, The Netherlands; 7.9.2 it has the power to enter into and to exercise its rights and to perform its obligations under this Agreement; 7.9.3 it has taken all necessary action to authorise the execution of and, on or prior to Completion, the performance of its obligations under this Agreement; 7.9.4 the obligations expressed to be assumed by it under this Agreement are legal, valid, binding and enforceable; 7.9.5 neither execution nor performance of this Agreement will contravene any provision of any existing law, treaty or regulation, its articles of association or other constituent documents, or any obligation (contractual or otherwise) which is binding upon it, or upon any of its assets; 7.9.6 subject to the satisfaction of conditions 2.1.4 and 2.1.5 no consents, licences, approvals or authorisations of, exemptions by or registrations or notifications with or declarations by, any governmental or other authority in any jurisdiction are required by it with respect to the execution or performance of this Agreement; and 7.9.7 neither its execution nor its performance of this Agreement will result in the creation of, or oblige it to create or permit to subsist, an encumbrance over any of its present or future assets or revenues.

Warranties. 8.1 The Sellers represent and warrant jointly and severally to the Buyer in the terms set out in Schedule 5 and each party acknowledges that the terms of Schedule 5 and this clause 8 are in the circumstances fair and reasonable. 8.2 The Warranties are given subject to matters fully, fairly and accurately disclosed in sufficient detail to enable the Buyer to understand their nature and scope in the Disclosure Letter (‘Disclosed’) but no other information of which the Buyer has actual, constructive or imputed knowledge and no investigation or enquiry made by or on behalf of the Buyer shall modify or discharge the Sellers’ liability under the Warranties in any way and the provisions of section 6(2) of the Law of Property (Miscellaneous Provisions) Xxx 0000 are hereby excluded. 8.3 In so far as the Warranties relate to matters of fact, they shall constitute representations in reliance upon which the Buyer has entered into this Agreement. 8.4 Each of the Warranties is a separate representation or warranty and shall not be restricted in its extent or application by the terms of any of the other Warranties or by any other term of this Agreement. 8.5 4.1 Each of the Sellers undertakes with warrants to the Buyer that - (a) each of the Warranties shall remain set out in this Clause 4 is true and accurate on each day up to and including the Completion Date as if any express or implied reference in Schedule 5 to not misleading at the date of this Agreement were a reference to the Completion Date; and (b) it shall immediately disclose to the Buyer in writing any matter which becomes known to it before Completion and which gives rise, or might give rise, to a claim under the Warranties or which would materially affect the willingness of a prudent purchaser for value to purchase the Shares on the terms of this Agreement. 8.6 If any of the Warranties shall prove to be untrue or misleading, the Sellers shall, without prejudice to any other right or remedy which may be available to the Buyer, pay to the Buyer (or to the relevant member of the Buyer’s Group) on demand -agreement: (a) the amount by which the value Sale Shares constitute 57.5% in aggregate of the Shares is less than it would have been had such Warranty been true allotted and not misleading; orissued share capital of the Company and are fully paid; (b) the amount necessary to put Sellers are the sole legal and beneficial owners of the Sale Shares free from Encumbrances; (c) the Company or a Subsidiary is the sole legal and any member beneficial owner of the Buyer’s Group into allotted and issued share capital of each of the position Subsidiaries free from Encumbrances as set out in Schedule 2; (d) the Sellers have the requisite power and authority to enter and perform this agreement and the documents referred to in it would have been in had such Warranty been true (to which they are a party), and not misleading; together with the amount of all costs and expenses (including they constitute valid, legal and other professional fees binding obligations on the Sellers with their respective terms; (e) the Company does not have any interest in any subsidiaries apart from the Subsidiaries; (f) the Sale Shares and expenses, the costs issued shares of management time the Subsidiaries are free from all Encumbrances and all other consequential losses whether directly there is no agreement or indirectly arisingcommitment given to create an Encumbrance affecting the Sale Shares or the issued shares of the Subsidiaries; (g) incurred directly or indirectly by no right has been granted to any person to require the Buyer (Company or any member of the Buyer’s Group) or the Company which it would not have incurred had such Warranty Subsidiaries to issue any share capital and no Encumbrance has been true created and not misleading. 8.7 Each of the Sellers hereby waives any right which it may have no commitment has been given to create an Encumbrance in respect favour of any misrepresentation, inaccuracy person affecting any unissued shares or omission in debentures or from any information or advice supplied or given by any director, officer or employee other unissued securities of the Company for the purpose of assisting the Sellers to give or any of the Warranties Subsidiaries; (h) neither the Company nor the Subsidiaries are insolvent; and (i) the Company or the Subsidiaries are the legal and beneficial owners of the Mining Assets free and clear of any Encumbrances and neither the Company nor the Subsidiaries nor any person acting on their behalf has agreed (whether now or in the future and whether on a contingent basis or otherwise) to prepare the Disclosure Lettercreate any Encumbrance.

Warranties. 8.1 5.1 The Buyer is entering into this agreement on the basis of, and in reliance on, the Warranties. 5.2 The Sellers warrant and represent and warrant jointly and severally to the Buyer in the terms set out in Schedule 5 that each Warranty is true, accurate and each party acknowledges that the terms of Schedule 5 and this clause 8 are in the circumstances fair and reasonable. 8.2 The Warranties are given subject to matters fully, fairly and accurately disclosed in sufficient detail to enable the Buyer to understand their nature and scope in the Disclosure Letter (‘Disclosed’) but no other information of which the Buyer has actual, constructive or imputed knowledge and no investigation or enquiry made by or not misleading on behalf of the Buyer shall modify or discharge the Sellers’ liability under the Warranties in any way and the provisions of section 6(2) of the Law of Property (Miscellaneous Provisions) Xxx 0000 are hereby excluded. 8.3 In so far as the Warranties relate to matters of fact, they shall constitute representations in reliance upon which the Buyer has entered into this Agreement. 8.4 Each of the Warranties is a separate representation or warranty and shall not be restricted in its extent or application by the terms of any of the other Warranties or by any other term of this Agreement. 8.5 Each of the Sellers undertakes with the Buyer that - (a) each of the Warranties shall remain true and accurate on each day up to and including the Completion Date as if any express or implied reference in Schedule 5 to the date of this Agreement were a reference agreement except as Disclosed. 5.3 Without prejudice to the Completion Date; and (b) it shall immediately disclose to right of the Buyer in writing to claim on any matter which becomes known other basis or take advantage of any other remedies available to it before Completion and which gives riseit, if any Warranty is breached or might give rise, to a claim under the Warranties or which would materially affect the willingness of a prudent purchaser for value to purchase the Shares on the terms of this Agreement. 8.6 If any of the Warranties shall prove proves to be untrue or misleading, the Sellers shall, without prejudice to any other right or remedy which may be available to the Buyer, shall pay to the Buyer (or to the relevant member of the Buyer’s Group) on demand -demand: (a) the amount by which the value of the Shares is less than it would have been had such Warranty been true and not misleading; or (b) the amount necessary to put the Company and any member each of the Buyer’s Group Subsidiaries into the position it they would have been in if the Warranty had such Warranty not been true and breached or had not been untrue or misleading; together with the amount of and (b) all costs and expenses (including including, without limitation, damages, legal and other professional fees and expensescosts, the costs of management time penalties, expenses and all other consequential losses whether directly or indirectly arising) incurred directly or indirectly by the Buyer (or any member of the Buyer’s Group) or the Company which or any of the Subsidiaries as a result of such breach or of the Warranty being untrue or misleading (including a reasonable amount in respect of management time). A payment made in accordance with the provisions of clause 5.3 shall include any amount necessary to ensure that, after any Taxation of the payment, the Buyer is left with the same amount it would have had if the payment was not have incurred had such Warranty been true and not misleadingsubject to Taxation. 8.7 5.4 Warranties qualified by the expression so far as the Sellers are aware or any similar expression are deemed to be given to the best of the knowledge, information and belief of the Sellers after they have made all careful enquiries. 5.5 Each of the Warranties is separate and, unless otherwise specifically provided, is not limited by reference to any other Warranty or any other provision in this agreement. 5.6 With the exception of the matters Disclosed, no information of which the Buyer and/or its agents and/or advisers has knowledge (actual, constructive or imputed) or which could have been discovered (whether by investigation made by the Buyer or made on its behalf) shall prejudice or prevent any Claim or reduce any amount recoverable thereunder. 5.7 The Sellers agree that any information supplied by the Company or any of the Subsidiaries or by or on behalf of any of the employees, directors, agents or officers of the Company and any of the Subsidiaries (Officers) to the Sellers or their advisers in connection with the Warranties, the information Disclosed in the Disclosure Letter or otherwise shall not constitute a warranty, representation or guarantee as to the accuracy of such information in favour of the Sellers, and the Sellers hereby waives undertake to the Buyer and to the Company, the Subsidiaries and each Officer that they waive any right and all claims which it may they might otherwise have against any of them in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by any director, officer or employee of the Company for the purpose of assisting the Sellers to give any of the Warranties or to prepare the Disclosure Lettersuch claims.

Warranties. 8.1 The Sellers represent and warrant jointly and severally to the Buyer in the terms set out in Schedule 5 Buyer, with regard to themselves and each party acknowledges their Shares only that the terms of Schedule 5 and this clause 8 are in the circumstances fair and reasonable. 8.2 The Warranties are given subject to matters fully, fairly and accurately disclosed in sufficient detail to enable the Buyer to understand their nature and scope in the Disclosure Letter (‘Disclosed’) but no other information of which the Buyer has actual, constructive or imputed knowledge and no investigation or enquiry made by or on behalf of the Buyer shall modify or discharge the Sellers’ liability under the Warranties in any way and the provisions of section 6(2) of the Law of Property (Miscellaneous Provisions) Xxx 0000 are hereby excluded. 8.3 In so far as the Warranties relate to matters of fact, they shall constitute representations in reliance upon which the Buyer has entered into this Agreement. 8.4 Each of the Warranties is a separate representation or warranty and shall not be restricted in its extent or application by the terms of any of the other Warranties or by any other term of this Agreement. 8.5 Each of the Sellers undertakes with the Buyer that - (a) each of the Title and Capacity Warranties will be true, accurate and not misleading throughout the period beginning on the signing of this Agreement and ending at Completion (or any earlier time at which this Agreement terminates). For this purpose, each of the Title and Capacity Warranties shall remain true and accurate be deemed to be repeated on each day up of the period beginning on the signing of this Agreement and ending at Completion (or any earlier time at which this Agreement terminates) by reference to the facts and including the Completion Date as if any express or implied circumstances then subsisting. Any reference in Schedule 5 made to the date of this Agreement were agreement (whether express or implied) in relation to any Title and Capacity Warranty shall be construed, in connection with the repetition of the Warranties, as a reference to the Completion Date; anddate of such repetition. (b) it shall immediately disclose 8.2 Save as disclosed in the Disclosure Documents, the Warrantors warrant to the Buyer that the terms of the Warranties other than the Title and Capacity Warranties are true, accurate and not misleading. 8.3 A matter shall be regarded as disclosed in writing the Disclosure Documents for the purposes of this Agreement if it is fairly disclosed in the Disclosure Documents in sufficient detail to reasonably identify the nature and scope of the matter disclosed. 8.4 For the purposes of this Agreement, the inclusion or omission of any matter which becomes known or document in the Disclosure Documents shall not imply any warranty, representation or undertaking not expressly given in this Agreement, nor shall such inclusion or omission be taken as extending the scope of the Warranties. 8.5 None of the Sellers and the Warrantors shall be liable in respect of any Warranty Claim or any Tax Warranty Claim to it the extent that the matter giving rise to such claim was within the actual knowledge of the Buyer or any of its directors or officers on or before Completion and which gives rise, or might give rise, to a claim under the Warranties or which would materially affect the willingness of a prudent purchaser for value to purchase the Shares on the terms date of this Agreement. 8.6 If The Buyer warrants to each of the Sellers as at the date of this Agreement that (save as disclosed in the Disclosure Documents) it is not aware of any fact, matter or circumstance which constitutes or may constitute a breach of any of the Warranties shall prove to be untrue or misleading, the Sellers shall, without prejudice to any other right or remedy which may be available and references to the Buyer, pay to ’s knowledge shall include the Buyer (or to knowledge of its directors on the relevant member date of the Buyer’s Group) on demand - (a) the amount by which the value of the Shares is less than it would have been had such Warranty been true and not misleading; or (b) the amount necessary to put the Company and any member of the Buyer’s Group into the position it would have been in had such Warranty been true and not misleading; together with the amount of all costs and expenses (including legal and other professional fees and expenses, the costs of management time and all other consequential losses whether directly or indirectly arising) incurred directly or indirectly by the Buyer (or any member of the Buyer’s Group) or the Company which it would not have incurred had such Warranty been true and not misleadingthis Agreement. 8.7 Each of the Sellers hereby Seller waives any right which rights it may have against any director, employee or officer of any Group Company on whom that Warrantor has relied in connection with preparing the Disclosure Documents or agreeing to any terms of this Agreement or any document to be entered into pursuant to it. Nothing in this clause 8.7 shall apply to restrict the ability of any Seller to make any claim against any person for fraud. 8.8 Schedule 8 shall apply to limit or exclude in accordance with their respective terms, any liability which any Warrantor might otherwise have in respect of any misrepresentationsuch Warranty Claim or any Tax Warranty Claim. 8.9 Any statement in this Agreement which refers to the awareness, inaccuracy knowledge or omission in or from any information or advice supplied or given by any director, officer or employee belief of the Company for Warrantors, or analogous expression, shall be deemed include an additional statement that it has been made after due and careful enquiry of each Warrantor and all such other people of whom the purpose Warrantors may reasonably be expected to make enquiries, given the subject matter of assisting the relevant provision and the awareness, knowledge or belief of the Warrantors shall be deemed to include that of each Warrantor and of all of such people. 8.10 The Buyer warrants to each of the Sellers to give any as at the date of this Agreement in the Warranties or to prepare the Disclosure Letterterms of schedule 6.

Warranties. 8.1 5.1 The Sellers represent and warrant Warrantors hereby jointly and severally represent warrant and undertake to the Buyer Purchaser in the terms set out in Schedule 5 and each party acknowledges that the terms of Schedule 5 2 to the intent that after Completion the same shall remain in full force as representations warranties and this clause 8 are in the circumstances fair and reasonableundertakings. 8.2 5.2 The Warranties are made and given subject to all matters fully, fairly and accurately clearly disclosed in sufficient detail to enable the Buyer to understand their nature and scope in the Disclosure Letter (‘Disclosed’) but no other information Letter. 5.3 The rights and remedies of which the Buyer has actualPurchaser in respect of a breach of any of the Warranties will not be affected by Completion of this Agreement, constructive or imputed knowledge and no by any investigation or enquiry made by or on behalf of the Buyer shall modify or discharge Purchaser into the Sellers’ liability under the Warranties in any way and the provisions of section 6(2) affairs of the Law Company, by the giving of Property (Miscellaneous Provisions) Xxx 0000 are hereby excludedany 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 except a specific waiver or release by the Purchaser in writing and any such waiver or release will not prejudice or affect any remaining rights or remedies of the Purchaser. 8.3 In so far as the Warranties relate to matters 5.4 No claim in respect of fact, they shall constitute representations in reliance upon which the Buyer has entered into this Agreement. 8.4 Each any breach of the Warranties is or under the Deed of Indemnity shall be made by the Purchaser after expiry of a separate representation period of (in the case of any claim for breach of any Warranties relating to Taxation or warranty under the Deed of Indemnity) six (6) years from Completion and (in the case of all other Warranties) two (2) years from Completion unless during the said respective periods of six (6) years and two (2) years the matter complained of shall have been notified in writing to the Warrantors giving adequate information so as to enable the Warrantors to appreciate the nature and substance of the claim and any such claim shall (if it has not previously been satisfied, settled or withdrawn) be deemed to have been withdrawn after the expiration of six months following the expiry of the said respective periods unless proceedings in respect of it have been commenced by both being issued and served on the Warrantors. 5.5 No liability shall arise in respect of any claim for breach of the Warranties or under the Deed of Indemnity unless the loss thereby sustained (together with the aggregate amount of losses sustained arising from any other claim or claims for breach of the Warranties and/or under the Deed of Indemnity if any) shall exceed a total sum of fifteen thousand pounds ((Pounds)15,000). 5.6 The aggregate liability of the Warrantors in respect of all or any claims for breach of the Warranties and under the Deed of Indemnity shall not in any event exceed the total amount of the Consideration, and it is further agreed that the aggregate liability of the Trustees in respect of all or any such claims for breach of the Warranties and under the Deed of Indemnity shall not exceed an amount equal to that part of the Consideration received by them hereunder. 5.7 In the event that the Purchaser and/or the Company recovers any sum (whether by way of payment, discount, credit, set-off or otherwise) from any third party (including any Taxation authority) in respect of any matter for which a claim has been or could be restricted made in its extent or application by the terms respect of any breach of any of the other Warranties or under the Deed of Indemnity (and whether before or after the Warrantors have made any payment in respect thereof), then the Purchaser and/or the Company shall (as the case may be) forthwith repay to the Warrantors such sum so recovered, less all reasonable costs associated with its recovery, or give credit for the same in calculating the amount of such claims, provided that any amount repaid or for which credit is given shall not exceed the amount of the claim or claims made against the Warrantors. 5.8 If the Purchaser and/or the Company shall become aware of any claim in respect of any breach of any of the Warranties or under the Deed of Indemnity, it shall promptly give written notice thereof to the Warrantors and shall (if the Warrantors shall indemnify and secure the Purchaser and/or the Company to the Purchaser's reasonable satisfaction against any liability, costs, damages or expenses which may be incurred thereby) take such action as the Warrantors may reasonably request to avoid, resist, mitigate or compromise the claim. 5.9 No claim in respect of any breach of any of the Warranties or under the Deed of Indemnity may be made:- 5.9.1 if and to the extent that the amount in respect of which the claim is made has been caused or increased by any voluntary omission or transaction effected or entered into after the Completion Date by the Company or the Purchaser otherwise than in the ordinary course of business and which the Company or (as the case may be) the Purchaser knew or ought reasonably to have known would give rise to such claim; 5.9.2 if and to the extent that any such claim results from or is increased by any change having retrospective effect in any legislation not in force at the date hereof; 5.9.3 if and to the extent that such claim results from or is increased by any increase in the rates of Taxation in force at the date hereof, or any change in the law or published practice of any Taxation authority made after the date hereof with retrospective effect; 5.9.4 if and to the extent that such claim results from or is increased by any change in accounting policy or basis of tax computation or trading of the Company effected after the Completion Date; 5.9.5 if and to the extent that such claim 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 Purchaser after Completion to make any claim, election, surrender or disclaimer or to give any notice or consent or to do any other term thing the making, giving or doing of this Agreementwhich was taken into account in computing the provision or reserve for Taxation made in the Accounts or taken into account in the preparation of the Accounts, insofar as the Company or (as the case may be) the Purchaser knew or ought reasonably to have known that such failure or omission would give rise to such claim. 8.5 Each 5.10 Without prejudice to the rights and remedies available to the related insurers, no claim in respect of any breach of any of the Sellers undertakes with Warranties or under the Buyer Deed of Indemnity may be made to the extent that the amount of such claim is recoverable under any policy of insurance effected by or for the benefit of the Company or would have been so recoverable if all the policies of insurance in force immediately prior to the Completion Date had been maintained in force thereafter on a no less favourable basis without increasing the amount of any premium payable. 5.11 No claim in respect of any breach of any of the Warranties or under the Deed of Indemnity may be made to the extent that provision or reserve has been made therefor in the Accounts or has otherwise been taken into account as a liability in the preparation thereof or in respect of any matter fairly disclosed in the Accounts by way of note and the liability of the Warrantors in respect of any such claim shall be reduced by the amount by which any provision in the Accounts shall be proved by them to be an over-provision. (a) each 5.12 The amount of any claim in respect of any breach of any of the Warranties or under the Deed of Indemnity shall take into account the amount of any relief from Taxation arising by virtue of the loss or damage in respect of which the claim is made. 5.13 None of the Warranties shall remain true and accurate on each day up be deemed to and including the Completion Date as if any express or implied reference be infringed in Schedule 5 respect of anything which falls to the date of this Agreement were a reference to the Completion Date; and (b) it shall immediately disclose to the Buyer be done in writing any matter which becomes known to it before Completion and which gives rise, or might give rise, to a claim under the Warranties or which would materially affect the willingness of a prudent purchaser for value to purchase the Shares on implementing the terms of this Agreement. 8.6 If 5.14 No liability shall arise to the Purchaser in respect of any breach of any of the Warranties shall prove to be untrue or misleading, the Sellers shall, without prejudice to any other right or remedy which may be available to the Buyerextent that recovery has been made in respect of the same subject matter by the Purchaser under the Deed of Indemnity, pay and vice-versa. 5.15 Subject to the Buyer (or to preceding provisions of this Clause if it shall be found at any time that any matter which is the relevant member subject of the Buyer’s Group) on demand -Warranties is not as warranted, represented or undertaken then if the effect is that: (a) 5.15.1 the amount by which the value of the Shares Company or any asset is worth less than it its value would have been at Completion had there been no such Warranty been true and not misleadingbreach; or (b) the amount necessary to put 5.15.2 the Company and has incurred any member of the Buyer’s Group into the position it would have been in had such Warranty been true and not misleading; together with the amount of all costs and expenses (including legal and other professional fees and expenses, the costs of management time and all other consequential losses whether directly or indirectly arising) incurred directly or indirectly by the Buyer (or any member of the Buyer’s Group) or the Company liability which it would not have incurred had such Warranty been true and not misleading. 8.7 Each or any liability in excess of the Sellers hereby waives any right liability which it may would have incurred had the matter been as warranted represented or undertaken; or 5.15.3 the Company suffers any other loss direct or indirect or cost, charge or expense directly attributable to such breach then without prejudice to all other rights and remedies available at any time to the Purchaser the Warrantors shall if the Purchaser by notice in respect writing so requires forthwith pay to the Purchaser an amount equal to the diminution of any misrepresentationvalue of such assets as aforesaid or to the amount of such liability or excess liability as aforesaid or to such other loss, inaccuracy cost, charge or omission in or from any information or advice supplied or given expense as aforesaid. Any such amount so paid by any director, officer or employee the Warrantors to the Purchaser shall be treated as paid by way of pro rata reduction of the Company for the purpose of assisting the Sellers to give any of the Warranties or to prepare the Disclosure LetterConsideration.

Warranties. 8.1 The Sellers represent and warrant jointly and severally 12.1 Subject to clause 12.2, in consideration of the Purchaser entering into this Agreement, the Vendor hereby warrants to the Buyer in Purchaser that as at the terms set out date hereof the Warranties contained in Schedule 5 3 are true and each party acknowledges accurate in all respects. The Vendor undertakes that it will not, between the terms date hereof and Completion, voluntarily do or omit to do anything which will result in any of Schedule 5 the Warranties being breached prior to Completion and this clause 8 will notify the Purchaser immediately if any circumstances arise which have caused or are in likely to cause the circumstances fair and reasonableWarranties to be breached prior to Completion. 8.2 The Warranties are given 12.2 Each of the statements in Schedules is qualified by, and is subject to to, those matters fully, fairly and accurately disclosed in sufficient detail to enable the Buyer to understand their nature and scope in the Disclosure Letter (‘Disclosed’) but no other information of which the Buyer has actual, constructive or imputed knowledge and no investigation or enquiry made by or on behalf of the Buyer Letter. 12.3 The Warranties shall modify or discharge the Sellers’ liability under the Warranties not in any way and the provisions of section 6(2) of the Law of Property (Miscellaneous Provisions) Xxx 0000 are hereby excludedrespect be extinguished by Completion. 8.3 In so far as the Warranties relate 12.4 The Purchaser shall have no claim under this Agreement for damages or compensation in respect of any event, matter or circumstance constituting or giving rise to matters of fact, they shall constitute representations in reliance upon which the Buyer has entered into this Agreement. 8.4 Each of the Warranties is a separate representation Relevant Claim or warranty and shall not be restricted in its extent or application other breach by the terms of any of Vendor hereunder to the other Warranties or by any other term extent that the Purchaser had actual knowledge prior to .the date of this Agreement. 8.5 Each of . The Purchaser further confirms to the. Vendor that save as may have been disclosed to the Sellers undertakes with the Buyer that - (a) each of the Warranties shall remain true and accurate on each day up to and including the Completion Date as if any express or implied reference Vendor in Schedule 5 to writing at the date of this Agreement were a reference to it is not aware of any breach of any of the Completion Date; andWarranties. (b) it shall immediately disclose to 12.5 A breach by the Buyer in writing Vendor of any matter which becomes known to it before Completion and which gives rise, or might give rise, to a claim under the Warranties or which would materially affect the willingness of a prudent purchaser for value to purchase the Shares on the terms of this Agreement (including the Warranties) shall give rise only to an action by the Purchaser for damages and costs and shall not entitle the Purchaser to rescind or repudiate this Agreement. 8.6 If any 12.6 The provisions of Schedule 4 shall operate so as to limit, qualify or exclude the liability of the Warranties shall prove to be untrue Vendor in connection with any Relevant Claim. 12.7 Where any Warranty is qualified by the expression "so far as the Vendor is aware" or misleadingany similar expression, the Sellers shallawareness referred to shall mean the actual awareness of Mike Preston, without prejudice to any other right or remedy which may be available David Meek and Xxxxxx Xxxxan xxx xxxx qxxxxxxxxxxxx xhall also assume that the said individuals have made careful enquiry, in the circumstances of this transaction, as to the Buyer, pay facts and circumstances relevant to the Buyer (or such statement to the relevant member of the Buyer’s Group) on demand - (a) the amount by which the value of the Shares is less than it would have been had ensure that such Warranty been Warranties are true and not misleading; or (b) the amount necessary to put the Company and any member of the Buyer’s Group into the position it would have been in had such Warranty been true and not misleading; together with the amount of all costs and expenses (including legal and other professional fees and expenses, the costs of management time and all other consequential losses whether directly or indirectly arising) incurred directly or indirectly by the Buyer (or any member of the Buyer’s Group) or the Company which it would not have incurred had such Warranty been true and not misleadingaccurate. 8.7 Each of the Sellers hereby waives any right which it may have in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by any director, officer or employee of the Company for the purpose of assisting the Sellers to give any of the Warranties or to prepare the Disclosure Letter.

Warranties. 8.1 14.1 The Sellers represent and warrant Warrantors jointly and severally represent, warrant and undertake to and with the Buyer in Purchaser that each of the terms set out in Schedule 5 Warranties is now and each party acknowledges that the terms of Schedule 5 will at Completion be true and this clause 8 are in the circumstances fair and reasonableaccurate. 8.2 14.2 The Warranties are given subject to matters fully, fairly and accurately specifically disclosed in sufficient detail to enable the Buyer to understand their nature and scope in the Disclosure Letter (‘Disclosed’) but no other information relating to the Business of which the Buyer Purchaser has actual, constructive knowledge (actual or imputed knowledge constructive) and no investigation or enquiry made by or on behalf of the Buyer Purchaser shall modify or discharge prejudice any claim made by the Sellers’ liability Purchaser under the Warranties or operate to reduce any amount recoverable and liability in any way respect thereof shall not be confined to breaches discovered before Completion. No letter, document or other communication shall be deemed to constitute a disclosure for the purposes of this Agreement unless the same is accepted as such by the Purchaser and is expressly referred to in the provisions of section 6(2) of the Law of Property (Miscellaneous Provisions) Xxx 0000 are hereby excludedDisclosure Letter. 8.3 In so far as 14.3 The Warrantors acknowledge that the Warranties relate to matters of fact, they shall constitute representations Purchaser has entered into this Agreement in reliance upon which the Buyer Warranties and has entered been induced by them to enter into this Agreement. 8.4 14.4 Without restricting the rights of the Purchaser or otherwise affecting the ability of the Purchaser to claim damages on any other basis available to it, the Warrantors hereby jointly and severally undertake to indemnify the Purchaser at all times from and against all and any diminution in the value of the Business or the Assets and all and any losses, damages, interest, costs or expenses whatsoever suffered or incurred by the Purchaser as a result of any breach of any of the Warranties including any costs (including legal costs on a solicitor and own client basis), expenses or other liabilities which the Purchaser may incur either before or after the commencement of any action in connection with (i) any legal proceedings in which the Purchaser claims that any of the Warranties has been broken or is untrue or misleading and in which judgment is given for the Purchaser or (ii) the enforcement of any settlement of, or judgment in respect of such claim. 14.5 Each of the Warranties is a shall be separate representation or warranty and independent and, save as expressly provided to the contrary, shall not be restricted in its extent limited by reference to or application by the terms of inference from any of the other Warranties Warranty or by any other term of this AgreementAgreement nor by anything in the Disclosure Letter which is not expressly referenced to the Warranty concerned. 8.5 Each of the Sellers undertakes with the Buyer that - (a) each of the Warranties shall remain true and accurate on each day up to and including the Completion Date as if 14.6 Where any express or implied reference statement in Schedule 5 to the date of this Agreement were a reference to the Completion Date; and (b) it shall immediately disclose to the Buyer in writing any matter which becomes known to it before Completion and which gives rise, or might give rise, to a claim under the Warranties or which would materially affect any confirmation or certificate given by the willingness Vendors or the Warrantors under or pursuant to this Agreement is qualified by the expression "so far as the Warrantors are aware", "so far as the Vendors are aware", "to the best of a prudent purchaser for value the Warrantors' knowledge and belief" or "to purchase the Shares on best of the terms of this AgreementVendors' knowledge and belief" or any similar expression, that statement shall be deemed to include an additional statement that it has been made after due and careful enquiry. 8.6 If any of the Warranties shall prove to be untrue or misleading, the Sellers shall, without prejudice to any other right or remedy which may be available to the Buyer, pay to the Buyer (or to the relevant member of the Buyer’s Group) on demand - (a) the amount by which the value of the Shares is less than it would have been had such Warranty been true and not misleading; or (b) the amount necessary to put the Company and any member of the Buyer’s Group into the position it would have been in had such Warranty been true and not misleading; together 14.7 The Warrantors hereby agree with the amount of all costs and expenses (including legal and other professional fees and expenses, the costs of management time and all other consequential losses whether directly or indirectly arising) incurred directly or indirectly by the Buyer (or Purchaser to waive any member of the Buyer’s Group) or the Company rights which it would not have incurred had such Warranty been true and not misleading. 8.7 Each of the Sellers hereby waives any right which it they may have in respect of any misrepresentationmisrepresentation or inaccuracy in, inaccuracy or omission in or from from, any information or advice supplied or given by any director, officer or employee of the Company for Transferring Employees in connection with the purpose giving of assisting the Sellers Warranties and the preparation of the Disclosure Letter. 14.8 The Warrantors shall not, and shall procure that (save only as may be necessary to give effect to this Agreement) none of their respective Associated Companies shall, do, allow or procure any act or omission before Completion which will cause the Warrantors to be in breach of any of the Warranties when given at Completion. 14.9 The Warrantors hereby agree to disclose promptly to the Purchaser in writing immediately upon becoming aware of the same, any matter, event or circumstance (including any omission to act) which may arise or become known to it after the date of this Agreement and before Completion which: 14.9.1 constitutes a breach of or is inconsistent with any of the Warranties or will constitute a breach of any of the Warranties when given at Completion; or 14.9.2 has, or is likely to prepare have, an adverse effect on the Disclosure Letterfinancial position or prospects of the Business. 14.10 The Vendors shall give to the Purchaser and its solicitors and accountants both before and after Completion all such information and documentation relating to the Business and the Assets as the Purchaser shall reasonably require to enable it to satisfy itself as to the accuracy and due observance of the Warranties. 14.11 The liability of the Warrantors under the Warranties: 14.11.1 shall save in relation to paragraphs 1.7, 2.1 to 2.11 and 7.6 of Schedule 1 (the "ENDURING WARRANTIES") cease after 2 years except in respect of matters which have been the subject of a written claim made before such date by the Purchaser or the Purchaser's Solicitors to the Vendors; 14.11.2 shall in relation to the Enduring Warranties cease after 3 years except in respect of matters which have been the subject of a written claim made before such date by the Purchaser or the Purchaser's Solicitors to the Vendors; 14.11.3 shall be limited to a maximum amount equal to the aggregate amount of the Purchase Price, unless in any case the relevant claim or claims has arisen by reason of fraud, wilful concealment, dishonesty or deliberate non-disclosure on the part of any of the Warrantors or any Associated Company of the Vendors or in any case where the relevant claim(s) is/are material and such claim(s) has/have arisen by reason of fraud, wilful concealment, dishonesty or deliberate non-disclosure on the part of any of their respective agents, officers or employees, in which event there shall be no limit under this Agreement on the amount recoverable by the Purchaser from the Warrantors in respect of such claim or claims or the time within which such claim or claims may be brought. 14.12 The provisions of this Clause 14.12 shall operate to limit the liability of the Warrantors in respect of any claim under or in connection with the Warranties and references to "claim" or "claims" shall be construed accordingly. The Purchaser and the Warrantors agree as follows: 14.12.1 in the event that the Purchaser is entitled to recover any sum (whether by payment, discount, credit, set-off or otherwise) from any third party in respect of any matter for which a claim has been made against the Warrantors pursuant to this Clause 14 and in respect of which it has received payment from the Warrantors, the Purchaser shall as soon as reasonably practicable account to the Warrantors in respect of any amount so recovered from such third party (after deduction of all reasonable costs and expenses of the recovery); 14.12.2 in the event that a claim against the Warrantors arises as a result of or in connection with a liability to or a dispute with any third party, the Purchaser shall notify the Warrantors in writing of any such third party claim and take such action as the Warrantors may reasonably require to avoid, resist, contest or compromise any such claim, provided that: 14.12.2.1 the Purchaser is indemnified to its reasonable satisfaction by the Warrantors against any reasonable cost and expenses and any liabilities, penalties and fines which may be incurred by the Purchaser in taking such action; and 14.12.2.2 the Purchaser shall not, in any event, be required to take any steps which would affect the future conduct of the Business, the business of the Purchaser or any member of the UTi Group or affect the rights or reputations of any of them; 14.12.3 any claim made by the Purchaser for breach of Warranty shall be reduced by the amount of any payment made by the Warrantors in respect of the same facts or circumstances pursuant to the other provisions of this Agreement; 14.12.4 nothing in this Agreement shall limit or restrict the Purchaser's general obligation at law to take reasonable steps to mitigate any loss or damage which it may incur in consequence of any matter giving rise to a potential claim under this Agreement; 14.12.5 the Vendors shall be under no liability in respect of a breach of any of the Warranties unless the Vendors shall have received written notice thereof from the Purchaser; and 14.12.6 the Vendors shall be under no liability in respect of any breach of the Warranties if such liability would not have arisen but for something voluntarily done or omitted to be done (other than required by law or pursuant to a legally binding commitment created on or before Completion) by the Purchaser after the Completion Date and otherwise than in the ordinary course of business. 14.13 The Warranties together with any provisions of this Agreement which shall not have been fully performed at Completion shall remain in force notwithstanding Completion. 14.14 If any sum payable by the Warrantors under this Clause 14 shall be subject to Tax (whether by way of deduction or withholding or direct assessment of the person entitled thereto) such payment shall be increased by such an amount as shall ensure that after deduction, withholding or payment of such Tax the recipient shall have received a net amount equal to the payment otherwise required hereby to be made.

Warranties. 8.1 5.1 The Sellers represent Buyer enters into this Agreement on the basis of, and warrant jointly and severally in reliance on, the Warranties. 5.2 The Seller warrants to the Buyer in that as at the terms set out in Schedule 5 Completion Date and save as and to the extent Disclosed, each party acknowledges that of the terms of Schedule 5 Warranties is true, accurate and this clause 8 are in the circumstances fair and reasonablenot misleading. 8.2 5.3 The Warranties are given subject Seller shall ensure that nothing is done or omitted to matters fullybe done which would, fairly and accurately disclosed in sufficient detail to enable the Buyer to understand their nature and scope in the Disclosure Letter (‘Disclosed’) but no other information of which the Buyer has actualat any time before or at Completion, constructive or imputed knowledge and no investigation or enquiry made by or on behalf be materially inconsistent with any of the Buyer shall modify or discharge the Sellers’ liability under Warranties, breach any of the Warranties in or make any way and the provisions of section 6(2) of the Law of Property (Miscellaneous Provisions) Xxx 0000 are hereby excludedWarranties untrue or misleading. 8.3 In so far as the Warranties relate to matters of fact, they shall constitute representations in reliance upon which the Buyer has entered into this Agreement. 8.4 5.4 Each of the Warranties is a separate representation or warranty and shall and, unless expressly provided to the contrary, is not be restricted in its extent or application limited by the terms of any of the other Warranties or by reference to any other term of Warranty or anything in this Agreement. 8.5 Each of the Sellers 5.5 The Seller undertakes with the Buyer that -neither it nor any person claiming under or through it shall: (a) each make any claim against any of the Warranties shall remain true and accurate on each day up to and including the Completion Date as if any express or implied reference in Schedule 5 to the date of this Agreement were a reference to the Completion Date; andEmployees; (b) it shall immediately disclose to the Buyer in writing any matter which becomes known to it before Completion and which gives rise, or might give rise, to a claim under the Warranties or which would materially affect the willingness of a prudent purchaser for value to purchase the Shares on the terms of this Agreement. 8.6 If any of the Warranties shall prove to be untrue or misleading, the Sellers shall, without prejudice to any other right or remedy which may be available to the Buyer, pay to the Buyer (or to the relevant member of the Buyer’s Group) on demand - (a) the amount by which the value of the Shares is less than it would have been had such Warranty been true and not misleading; or (b) the amount necessary to put the Company and any member of the Buyer’s Group into the position it would have been in had such Warranty been true and not misleading; together with the amount of all costs and expenses (including legal and other professional fees and expenses, the costs of management time and all other consequential losses whether directly or indirectly arising) incurred directly or indirectly by the Buyer (or any member of the Buyer’s Group) or the Company which it would not have incurred had such Warranty been true and not misleading. 8.7 Each of the Sellers hereby waives enforce any right which it may have have; or (c) raise any defence to any Claim, in respect of any misrepresentation, inaccuracy or omission (other than one made fraudulently) in or from any information or advice supplied or given provided by any director, officer or employee of the Company Employees for the purpose of assisting the Sellers Seller to make any representation, give any of the Warranties or to Warranties, enter into this Agreement and/or prepare the Disclosure Letter. 5.6 Where a Warranty is qualified by a reference (however expressed) to the knowledge, awareness and/or belief of the Seller, knowledge or awareness of the Seller shall mean the actual personal knowledge of Xxxxxx Xxxxxxx and Xxxx X Xxxx, on the date of this Agreement, having made reasonable enquiries. 5.7 The Buyer undertakes to the Seller that it has no actual knowledge of any fact matter or circumstance which may give rise to a Claim. For the purposes of this clause 5.7, the actual knowledge of the Buyer shall mean the actual personal knowledge of J Xxxxxxxxx and Xxxxxxxx Xxxxxxx, on the date of this Agreement, having made reasonable enquiries. 5.8 If any amount payable by the Seller in respect of any breach of Warranty is subject to tax in the hands of the Buyer, then the amount payable by the Seller shall, if necessary, be increased so as to ensure that the net position of the Buyer after tax is equal to that which the Buyer would have been in, after tax, had the Warranty in question not been breached. 5.9 The Seller and the Buyer agree that: (a) the Purchase Price has been agreed between the Seller and the Buyer on the basis of the sale of the Business on a Turnkey Basis; and (b) the allocation of the Purchase Price between each of the Assets (as specified in Schedule 1) shall not limit any amount which may be payable by the Seller to the Buyer in respect of any Claim. Any amount which may be so payable shall be determined, among other things, by reference to the Purchase Price. 5.10 The provisions of Schedule 5 shall limit the liability of the Seller in relation to any Claim.

Warranties. 8.1 UNDERTAKINGS ----------------------- (A) The Sellers represent Vendor hereby represents, warrants and warrant jointly and severally undertakes to the Buyer Purchaser in the terms set out in Schedule 5 2 and each that at Completion:- (i) the Sale Shares will be free from all rights of pre-emption, options, liens, claims, equities, charges, encumbrances and third-party acknowledges that rights of any nature; (ii) Acewin will be the terms beneficial owner of Schedule 5 and this clause 8 are a 100% interest in the circumstances fair and reasonableissued share capital of China Machine; and (iii) China Machine will be the beneficial owner of a 55% interest in the registered capital of the Wuxi Joint Venture. 8.2 (B) Any material breach of any of the representations, warranties, undertakings or indemnities made or given by the Vendor hereunder which adversely affects the value of the Group occurring before Completion shall, in addition and without prejudice to any other rights or remedies available to the Purchaser, entitle the Purchaser to rescind this Agreement without penalty. (C) The Purchaser shall not be entitled to make any claims against the Vendor arising out of or in connection with any breach or alleged breach of the Warranties are given (any "Warranty Claim") (i) after expiry of the period of two years following the date of Completion except in respect of those matters or circumstances which have been the subject of a claim made hereunder or in respect of those circumstances which may give rise to matters fully, fairly a claim made hereunder and accurately disclosed in sufficient detail to enable the Buyer to understand their nature and scope in the Disclosure Letter (‘Disclosed’) but no other information of which notice has been given to the Buyer has actual, constructive Vendor on or imputed knowledge and no investigation prior to such date or enquiry made by or on behalf (ii) where the aggregate amount of the Buyer that Warranty Claim does not exceed US$100,000. The Vendor's aggregate liability for all Warranty Claims shall modify or discharge the Sellers’ liability under the Warranties in any way and the provisions of section 6(2) of the Law of Property (Miscellaneous Provisions) Xxx 0000 are hereby excludednot exceed US$13,950,000. 8.3 In so far (D) insofar as the Warranties relate in whole or in part to matters of fact, they shall constitute representations in reliance upon the faith of which the Buyer Purchaser has entered into this Agreement. 8.4 Each Agreement and each of the Warranties is shall be construed as a separate representation or warranty Warranty and (save as expressly provided to the contrary) shall not be limited or restricted in its extent or application by reference to the terms of any of the other Warranties or by any other term of this Agreement. 8.5 Each (E) The Vendor hereby undertakes that it will from time to time prior to Completion, promptly notify the Purchaser in writing of any event, circumstance matter or thing of which it becomes aware which is a material breach of or materially inconsistent with any of the Sellers undertakes with the Buyer that -Warranties. (aF) each Any rights to which the Purchaser may be or become entitled by reason of the Warranties shall remain true and accurate on each day up to and including the Completion Date as if any express or implied reference in Schedule 5 to the date of this Agreement were a reference to the Completion Date; and (b) it shall immediately disclose to the Buyer in writing any matter which becomes known to it before Completion and which gives rise, or might give rise, to a claim under the Warranties or which would materially affect the willingness of a prudent purchaser for value to purchase the Shares on the terms of this Agreement. 8.6 If any of the Warranties shall prove to be untrue or misleading, the Sellers shall, without prejudice to any other right or remedy and all remedies which may be available to the Buyer, pay to the Buyer (or to the relevant member Purchaser in consequence of the Buyer’s Group) on demand - (a) the amount by which the value of the Shares is less than it would have been had such Warranty been true and not misleading; or (b) the amount necessary to put the Company and any member of the Buyer’s Group into the position it would have been in had such Warranty been true and not misleading; together with the amount of all costs and expenses (including legal and other professional fees and expenses, the costs of management time and all other consequential losses whether directly or indirectly arising) incurred directly or indirectly by the Buyer (or any member of the Buyer’s Group) or the Company which it would not have incurred had such Warranty been true and not misleading. 8.7 Each of the Sellers hereby waives any right which it may have in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by any director, officer or employee of the Company for the purpose of assisting the Sellers to give any of the Warranties being untrue or misleading or breached shall enure for the benefit of any wholly-owned subsidiary of the Purchaser which has with the prior written consent of the Vendor (not to be unreasonably withheld) explicitly referring to this Clause become the beneficial owner for the time being of the Sale Shares and accordingly any loss which is sustained by such wholly-owned subsidiary in consequence of any of the Warranties being untrue misleading or breached shall be deemed to be that of the Purchaser and the Purchaser may bring proceedings and exercise any other remedy on the footing that it has been the beneficial owner of the Sale Shares at all times from Completion. (G) The Vendor undertakes and agrees:- (i) in the event that the book value of all stock-in-trade and inventory owned by members of the Group as at the Completion Date is or has not been fully realised in cash by the relevant Group Company within a period of nine (9) months after Completion, to pay to the Purchaser, forthwith after the expiration of the said nine-month period, an amount equal to fifty-one percent (51%) of such unrealised value; and (ii) in the event that the book value of any of the accounts receivable (both trade and others, including any debts or loans to third parties) due to members of the Group as at the Completion Date is or has not been fully realised in cash by the relevant Group Company within a period of six (6) months from the date on which such debt or loan becomes due and payable, to pay to the relevant Group Company, forthwith upon expiration of the said six-month period, an amount equal to fifty-one percent (51%) of such unrealised value. (H) Subject to the Vendor's compliance with sub-clause 4(G)(i) and (ii) above, the Purchaser agrees to pay to the Vendor a sum equal to all sales proceeds in respect of such stock-in-trade and inventory received by the relevant Group Company from time to time after expiration of the said nine-month period referred to in Clause 4(G)(i), and any payments in respect of such accounts receivable received by the relevant Group Company from time to time after the expiration of the relevant period referred to therein and provided always that the total payments by the Purchaser and the Vendor as aforesaid shall not exceed the amounts paid by the Vendor to the Purchaser under sub-clauses 4(G)(i) and (ii) above and the Purchaser shall (subject to indemnity from the Vendor as to 51% of the costs thereof) take such legal or other legal proceedings for the recovery of any book debts or accounts receivable as the Vendor may reasonably require. (1) The Vendor shall procure:- (i) for the Wuxi Joint Venture, a land use rights certificate in respect of the Site, issued by the Wuxi land bureau in the name of the Wuxi Joint Venture; (ii) for the Purchaser, written approval from the Wuxi Vibration Isolator Factory of the replacement of those members of the board of directors of the Wuxi Joint Venture who were nominated by China Machine with new directors, selected by the Purchaser and thereafter nominated by China Machine; (iii) for each of the Wuxi Joint Venture and the Wuxi Vibration Isolator Factory, the termination of all contracts and agreements relating to the Wuxi Vibration Isolator Factory Compound Damping Materials Branch Factory( ) the Wuxi Jieda Vibration Isolator Metal Parts Company( ) and the Shanghai Sidalizhen Engineering Company( ) and to arrange for the PRC State Administration for Industry and Commerce either to cancel the business licence of each of these three companies or to prepare revise their registrations to remove as an investor in them the Disclosure LetterWuxi Joint venture or the Wuxi Vibration Isolator Factory, as relevant; (iv) within two weeks after Completion, in respect of Vulkan Couplings, copies of (i) the government approval of the joint venture contract, articles of association and feasibility study, (ii) the approval certificate and (iii) the business licence, all providing for terms substantially the same as those provided in the joint venture contract in respect of the establishment of Vulkan Couplings dated 6th December, 1995; (v) within three months after Completion, unconditional and final discharge and full release of the guarantee issued by the Wuxi Joint Venture in favour of Wuxi Communication Bank in the amount of RMB800,000 in 1995 in a form acceptable to the Purchaser.

Warranties. 8.1 7.2.1 The Sellers Company and the Sellers, jointly and severally, represent and warrant jointly and severally to the Buyer Purchaser that the representations and warranties as set out in: (a) Part A of Schedule III (Warranties) (“Fundamental Warranties”) are true, accurate and complete in all respects as on the terms Execution Date and shall continue to remain true, accurate and complete in all respects as on the Closing Date; and (b) the representations and warranties as set out in Schedule 5 and each party acknowledges that the terms Part B of Schedule 5 III (Warranties) (“Company Business Warranties”) are true, accurate and this clause 8 are complete in all respects as on the circumstances fair Execution Date and reasonableshall continue to remain true, accurate and complete in all respects as on the Closing Date, except as Disclosed. 8.2 7.2.2 The Company Business Warranties provided by the Company and the Sellers in this Agreement are given subject to and qualified by facts and matters fully, fairly and accurately disclosed in sufficient detail to enable the Buyer to understand their nature and scope Disclosed in the Disclosure Letter (‘Disclosed’) but no other information of which the Buyer has actual, constructive or imputed knowledge and no investigation or enquiry made by or on behalf of the Buyer shall modify or discharge the Sellers’ liability under the Warranties in any way and the provisions of section 6(2) of the Law of Property (Miscellaneous Provisions) Xxx 0000 are hereby excluded. 8.3 In so far as the Warranties relate to matters of fact, they Purchaser shall constitute representations accordingly have no Indemnity Claim in reliance upon which the Buyer has entered into this Agreement. 8.4 Each of the Warranties is a separate representation or warranty and shall not be restricted in its extent or application by the terms respect of any of the Company Business Warranties in relation to any fact or matter so Disclosed or with respect to matters arising out of such Disclosure. It is clarified that: (A) no disclosure made in the Disclosure Letter shall be deemed adequate to disclose an exception to a Company Business Warranty, unless the disclosure contained therein identifies the relevant facts, matters, events and circumstances for such exception fully, specifically and accurately; and (B) no Disclosures shall be made against the Fundamental Warranties by the Sellers. A reference to any facts and circumstances being Disclosed in the Disclosure Letter shall be deemed to be a reference to them being fully, specifically and accurately Disclosed in the Disclosure Letter in such a manner that in the context of the disclosures contained in the Disclosure Letter: (i) the significance of the information disclosed and its relevance to a particular Company Business Warranty shall be highlighted by the Company and the Sellers in a manner reasonably expected to be understandable by the Purchaser, taking into account the paragraphs or subject matters in relation to which the information was Disclosed; and (ii) there is not omitted from, the information disclosed, any information which would have the effect of rendering the information so Disclosed untrue, incomplete or inaccurate in any respect; and (iii) in the context of any document treated as Disclosed by the Disclosure Letter, the matter disclosed is reasonably apparent from the terms of the document. The Parties agree and acknowledge that nothing disclosed to the Purchaser other Warranties than the disclosures made pursuant to or by any other term in the Disclosure Letter in accordance with the provisions of Clause 7.2.2 and Clause 7.2.3 shall constitute disclosure to the Purchaser for the purposes of this Agreement. 8.5 Each 7.2.3 It is hereby agreed between the Parties that at least 4 (four) Business Days prior to the Closing Date, the Sellers and the Company may provide the Purchaser with an updated version of the Disclosure Letter (“Updated Disclosure Letter”), updated solely for the events occurring between the Execution Date and Closing Date which were not in the Knowledge of the Company as on the Execution Date. It is clarified that updates provided in the Updated Disclosure Letter shall not be deemed to have been included in the Disclosure Letter unless such updates are acceptable to the Purchaser in its sole and absolute discretion. Notwithstanding anything to the contrary, in the event that the Company and the Sellers undertakes with propose to update the Buyer that - Disclosure Letter prior to the Closing, the Purchaser shall have the right, in its sole and absolute discretion, to (a) each of the Warranties shall remain true and accurate on each day up to and including the Completion Date as if any express reject one or implied reference in Schedule 5 to the date of this Agreement were a reference to the Completion Datemore such updates; and and/or (b) it shall immediately disclose accept any and/or all of such updates and proceed towards Closing subject to the Buyer Sellers undertaking to indemnify the Seller Indemnified Persons in writing any matter which becomes known to it before Completion and which gives rise, or might give rise, to a claim under the Warranties or which would materially affect the willingness of a prudent purchaser for value to purchase the Shares on the terms of this Agreement. 8.6 If any of the Warranties shall prove to be untrue or misleading, the Sellers shall, without prejudice relation to any other right or remedy which may be available to the Buyer, pay to the Buyer (or to the relevant member of the Buyer’s Group) on demand - (a) the amount by which the value of the Shares is less than it would have been had such Warranty been true and not misleading; or (b) the amount necessary to put the Company and any member of the Buyer’s Group into the position it would have been in had such Warranty been true and not misleading; together with the amount of all costs and expenses (including legal and other professional fees and expenses, the costs of management time and all other consequential losses whether directly or indirectly arising) incurred directly or indirectly by the Buyer (or any member of the Buyer’s Group) or the Company which it would not have incurred had such Warranty been true and not misleadingLosses arising therefrom. 8.7 Each of the Sellers hereby waives any right which it may have in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by any director, officer or employee of the Company for the purpose of assisting the Sellers to give any of the Warranties or to prepare the Disclosure Letter.

Warranties. 8.1 The Sellers represent and warrant 9.1 Each of the Vendors jointly and severally represents, warrants and undertakes to and with the Buyer in Purchaser that each of the terms statements set out in Schedule 5 is now true and each party acknowledges that the terms of Schedule 5 and this clause 8 are in the circumstances fair and reasonableaccurate. 8.2 9.2 The Warranties (other than Warranties 1, 2, 3, 4, 5.1 and 15 in respect of which no qualification is accepted) are given subject to matters fully, fairly and accurately specifically disclosed in sufficient detail to enable the Buyer to understand their nature and scope in the Disclosure Letter (‘Disclosed’) but no other information relating to the Company of which the Buyer Purchaser has actual, constructive knowledge (actual or imputed knowledge constructive) and no investigation or enquiry made by or on behalf of the Buyer Purchaser shall modify or discharge prejudice any claim made by the Sellers’ liability Purchaser under the Warranties or operate to reduce any amount recoverable, and liability in any way respect thereof shall not be confined to breaches discovered before Completion. No letter, document or other communication shall be deemed to constitute a disclosure for the purposes of this Agreement unless the same is accepted as such by the Purchaser and is expressly referred to in the provisions of section 6(2) of the Law of Property (Miscellaneous Provisions) Xxx 0000 are hereby excludedDisclosure Letter. 8.3 In so far as 9.3 The Vendors acknowledge that the Warranties relate to matters of fact, they shall constitute representations Purchaser has entered into this Agreement in reliance upon which the Buyer Warranties and has entered been induced by them to enter into this Agreement. 8.4 Each 9.4 Without restricting the rights of the Purchaser or otherwise affecting the ability of the Purchaser to claim damages on any other basis available to it, in the event that any of the Warranties is a separate representation broken or warranty and shall not be restricted in its extent or application by (as the terms of any of the other Warranties or by any other term of this Agreement. 8.5 Each of the Sellers undertakes with the Buyer that - (acase may be) each of the Warranties shall remain true and accurate on each day up to and including the Completion Date as if any express or implied reference in Schedule 5 to the date of this Agreement were a reference to the Completion Date; and (b) it shall immediately disclose to the Buyer in writing any matter which becomes known to it before Completion and which gives rise, or might give rise, to a claim under the Warranties or which would materially affect the willingness of a prudent purchaser for value to purchase the Shares on the terms of this Agreement. 8.6 If any of the Warranties shall prove proves to be untrue or misleading, the Sellers Vendors shall, without prejudice to any other right or remedy which may be available to the Buyeron demand, pay to the Buyer (or to Purchaser or, at the relevant member of Purchaser's direction, the Buyer’s Group) on demand -Company: (a) the amount by which the value of the Shares is less than it would have been had such Warranty been true and not misleading; or (b) 9.4.1 the amount necessary to put the Company and any member of the Buyer’s Group into the position it which would have existed if the Warranties had not been in broken or (as the case may be) had such Warranty been true and not misleading; together with the amount of and 9.4.2 all costs and expenses incurred by the Purchaser and the Company in connection with or as a result of such breach and any costs (including legal costs on a solicitor and own client basis), expenses or other professional fees and expenses, liabilities which any of them may incur either before or after the costs of management time and all other consequential losses whether directly or indirectly arising) incurred directly or indirectly by the Buyer (or any member of the Buyer’s Group) or the Company which it would not have incurred had such Warranty been true and not misleading. 8.7 Each of the Sellers hereby waives any right which it may have in respect commencement of any misrepresentation, inaccuracy or omission action in or from connection with (i) any information or advice supplied or given by any director, officer or employee of legal proceedings in which the Company for the purpose of assisting the Sellers to give Purchaser claims that any of the Warranties has been broken or to prepare the Disclosure Letter.is untrue or

Warranties. 8.1 5.1 The Sellers Warrantors jointly and severally represent and warrant jointly and severally to the Buyer that, each Warranty is true and accurate and not misleading at the date of this Agreement. 5.2 The Warranties are qualified by matters fairly and specifically disclosed in the Disclosure Letter but, subject thereto, shall not be qualified by any actual or constructive knowledge on the part of the Buyer or any of its agents, whether obtained through the Disclosure Letter or otherwise. 5.3 The Warrantors shall not make a claim against the Company or any officer, director or employee of the Company on whom the Warrantors may have relied in negotiating this Agreement or in preparing the Disclosure Letter. 5.4 The Warrantors acknowledge that the Buyer: 5.4.1 is entering into this Agreement in reliance on each Warranty which has been given with the intention of inducing the Buyer to enter into this Agreement; and 5.4.2 may rely on the Warranties in warranting to any subsequent buyer of the Shares provided that: (i) such buyer is a member of the Buyer's Group; and (ii) if any such subsequent buyer should leave the Buyer's Group then prior to such departure it shall transfer the Shares to any other member of the Buyer's Group. 5.5 Each Warranty is to be construed independently and (except where this Agreement provides otherwise) is not limited by a provision of this Agreement. The Warranties shall survive Completion of this Agreement. 5.6 The Buyer may elect that any loss or damage suffered or deemed to be suffered by the Company which would not have occurred had a relevant warranty been true shall be deemed to be suffered by the Buyer as a consequence of that breach, and in that event in assessing the liability of the Warrantors hereunder the Buyer shall not be required to demonstrate that such loss or damage of the Company constitutes actual loss or damage suffered by the Buyer. For these purposes, if the Company would have incurred a loss had TIB enforced rights against the Company under the TIB Images Licence Agreement or the TIB Footage Licence Agreement in respect of matters giving rise to a breach of either of those agreements the Company shall be deemed to have suffered such a loss whether or not those rights are so exercised. 5.7 If the Warrantors are required by law to make any deduction or withholding from any payment due under the terms of this Agreement, it shall do so and the sum due from the Warrantors in respect of such payment shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, the Buyer receives and retains (free of any liability in respect of any such deduction or withholding) a net sum equal to the sum the Buyer would have received and retained had no such deduction or withholding been required to be made. 5.8 Notwithstanding any other term of this Agreement the Buyer agrees and acknowledges that its only right and remedy in relation to any breach of Warranty given by the Warrantors in this Agreement shall be for breach of the terms of this Agreement to the exclusion of all other rights and remedies (including those in tort or arising under statute). 5.9 The parties agree that any Claim shall first be settled from property held in escrow under the Escrow Agreement, in accordance with the terms of the Escrow Agreement, which shall provide that any such Claim shall first be settled out of Escrow Shares held in escrow under the Escrow Agreement provided that the Sellers can elect to settle such Claims by cash payment to the Buyer, in which case the Escrow Agent shall continue to hold and deal with the Escrow Shares as Escrow Property (as the term is defined in the Escrow Agreement) on the terms set out in Schedule 5 and each party acknowledges that the terms of Schedule 5 and this clause 8 are in the circumstances fair and reasonable. 8.2 The Warranties are given subject to matters fully, fairly and accurately disclosed in sufficient detail to enable the Buyer to understand their nature and scope in the Disclosure Letter (‘Disclosed’) but no other information of which the Buyer has actual, constructive or imputed knowledge and no investigation or enquiry made by or on behalf of the Buyer shall modify or discharge the Sellers’ liability under the Warranties in any way and the provisions of section 6(2) of the Law of Property (Miscellaneous Provisions) Xxx 0000 are hereby excluded. 8.3 In so far as the Warranties relate to matters of fact, they shall constitute representations in reliance upon which the Buyer has entered into this Escrow Agreement. 8.4 5.10 Each of the Warranties Sellers severally represent and warrant that: 5.10.1 the Shares are owned by the Sellers free of all Security Interests or interests in favour of, or claims made by, or which could lawfully be made by, any other person; 5.10.2 the Seller is entitled to sell or procure the sale of his full legal and beneficial interest in the Shares to the Buyer on the terms set out in this Agreement; 5.10.3 the Seller has the right, power and authority and has taken all other actions necessary to enable him to enter into and perform this Agreement and has secured all approvals that are required for the performance of the transactions contemplated by this Agreement; 5.10.4 the execution or delivery of this Agreement by the Seller does not violate any provision of and will not result in a separate representation breach of any applicable law; 5.10.5 this Agreement (and each document to be executed at or warranty prior to Completion) constitutes and shall not be restricted imposes, or will when the relevant document is executed, valid, legal and binding obligations of the Seller fully enforceable in accordance with its extent terms; 5.10.6 completion of the transactions contemplated by this Agreement by the Seller will not: (a) conflict with, result in the breach of, constitute a default under, or application by accelerate performance under the terms of any of contract, agreement, arrangement or deed (other than the other Warranties or by any other term of this Agreement. 8.5 Each of Franchise Agreements) to which the Sellers undertakes with the Buyer that - (a) each of the Warranties shall remain true and accurate on each day up to and including the Completion Date as if any express or implied reference in Schedule 5 to the date of this Agreement were a reference to the Completion Date; and (b) it shall immediately disclose to the Buyer in writing any matter which becomes known to it before Completion and which gives rise, or might give rise, to a claim under the Warranties or which would materially affect the willingness of a prudent purchaser for value to purchase the Shares on the terms of this Agreement. 8.6 If any of the Warranties shall prove to be untrue or misleading, the Sellers shall, without prejudice to any other right or remedy which Seller may be available to the Buyer, pay to the Buyer (bound or to the relevant member of the Buyer’s Group) on demand - (a) the amount by which the value of the Shares is less than it would have been had such Warranty been true and not misleadingaffected; or (b) the amount necessary to put the Company and any member of the Buyer’s Group into the position it would have been in had such Warranty been true and not misleading; together constitute a default or an event which, with the amount lapse of all costs and expenses (including legal and other professional fees and expensestime or action by a third party, could result in the costs of management time and all other consequential losses whether directly or indirectly arising) incurred directly or indirectly by the Buyer (or any member of the Buyer’s Group) or the Company which it would not have incurred had such Warranty been true and not misleading. 8.7 Each of the Sellers hereby waives any right which it may have in respect creation of any misrepresentationSecurity Interest, inaccuracy equity, claim or omission in or from any information or advice supplied or given by any director, officer or employee of the Company for the purpose of assisting the Sellers to give restriction on any of the Warranties Seller's Shares. 5.11 Notwithstanding clause 5.10 above each Discretionary Trustee severally represents and warrants to the Buyer that: (a) it has the requisite power and authority to enter into and perform this Agreement; (b) this Agreement constitutes valid and binding obligations on it enforceable in accordance with its terms; (c) the persons signing this Agreement on its behalf are duly authorised to do so and such authorisation has not been revoked or otherwise restricted; (d) the list of documents set out in the relevant opinion referred to prepare the Disclosure Letterin clause 4.

Warranties. 8.1 7.1 The Sellers represent and warrant Warrantors hereby jointly and severally represent to, warrant to and undertake with the Purchaser that, save for and to the Buyer in extent that any relevant fact, matter, event or circumstance giving rise to a claim under the terms set out in Schedule 5 and each party acknowledges that the terms of Schedule 5 and this clause 8 are in the circumstances fair and reasonable. 8.2 The Warranties are given subject to matters fully, relevant Warranty was fairly and accurately disclosed in sufficient detail to enable the Buyer to understand their nature and scope in the Disclosure Letter in respect thereof. or was done or omitted to be done at the written request of the Purchaser, each of the Warranties is as at Completion true and correct and not misleading and so that: 7.1.1 each Warranty shall be, and shall be construed as. a separate representation, warranty and undertaking by each of the Warrantors to and with the Purchaser and (‘Disclosed’save as expressly provided to the contrary) but no shall not be limited or restricted by reference to or inference from the terms of any other information Warranty or any other terms of this Deed the Deed of Tax Covenant and the Disclosure Letter other than the factual disclosure letter; 7.1.2 each Warranty is a fundamental condition of this Deed on the basis of, and in reliance upon, which the Buyer Purchaser has actualentered into its obligations hereunder; 7.1.3 to the extent that any Warranty relates to present or past matters of fact the Warrants shall be deemed to constitute a representation on the faith of, constructive or imputed knowledge and no investigation or enquiry made by or on behalf in reliance upon, which the Purchaser has entered into this Deed; 7.1.4 the rights and remedies of the Buyer shall modify or discharge Purchaser in respect of the Sellers’ Warranties and the liability of the Warrantors under the Warranties shall not be confined to breaches discovered before Completion, or in any way and affected, modified or discharged by Completion. 7.2 Where any statement in the provisions of section 6(2) Warranties is qualified by the expression "to the best of the Law knowledge, information and belief of Property (Miscellaneous Provisions) Xxx 0000 are hereby excluded. 8.3 In the Warrantors" or "so far as the Warranties relate Warrantors are aware" or any similar expression: 7.2.1 each Warrantor shall be deemed to matters have knowledge of: (a) anything of fact, they shall constitute representations in reliance upon which the Buyer has entered into this Agreement. 8.4 Each of the Warranties is a separate representation or warranty and shall not be restricted in its extent or application by the terms of any of the other Warranties Warrantors has knowledge, or is deemed by any other term of this Agreement. 8.5 Each of the Sellers undertakes with the Buyer that - (a) each of the Warranties shall remain true and accurate on each day up to and including the Completion Date as if any express or implied reference in Schedule 5 to the date of this Agreement were a reference to the Completion Date; andClause 7.2.1 (b) it shall immediately disclose to the Buyer in writing any matter which becomes known to it before Completion and which gives rise, or might give rise, to a claim under the Warranties or which would materially affect the willingness of a prudent purchaser for value to purchase the Shares on the terms of this Agreement. 8.6 If any of the Warranties shall prove to be untrue or misleading, the Sellers shall, without prejudice to any other right or remedy which may be available to the Buyer, pay to the Buyer (or to the relevant member of the Buyer’s Group) on demand - (a) the amount by which the value of the Shares is less than it would have been had such Warranty been true and not misleading; or (b) the amount necessary to put the Company and any member of the Buyer’s Group into the position it would have been in had such Warranty been true and not misleading; together with the amount of all costs and expenses (including legal and other professional fees and expenses, the costs of management time and all other consequential losses whether directly or indirectly arising) incurred directly or indirectly by the Buyer (or any member of the Buyer’s Group) or the Company which it would not have incurred had such Warranty been true and not misleading. 8.7 Each of the Sellers hereby waives any right which it may have in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by any director, officer or employee of the Company for the purpose of assisting the Sellers to give any of the Warranties or to prepare the Disclosure Letter.knowledge of;

Warranties. 8.1 The Sellers represent and warrant jointly and severally 2.1 FOUNDATION MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE REGARDING OR WITH RESPECT TO THE LICENSED SUBJECT MATTER OR ANY LICENSED PRODUCT OR LICENSED METHOD. FOUNDATION MAKES NO WARRANTY OR REPRESENTATION AS TO THE VALIDITY OR SCOPE OF THE PATENT RIGHTS OR THAT ANY LICENSED PRODUCT WILL BE FREE FROM AN INFRINGEMENT OF PATENTS OF THIRD PARTIES, OR THAT NO THIRD PARTIES ARE IN ANY WAY INFRINGING PATENT RIGHTS. 2.2 Optionee understands that the Technology Rights may have been developed under a funding agreement with the Government of the United States of America and, if so, that the Government may have certain rights relative thereto. This Agreement is explicitly made subject to the Buyer in Government's rights under any such agreement and any applicable law or regulation. To the terms set out in Schedule 5 extent that there is a conflict between any such agreement, applicable law or regulation and each party acknowledges that this Agreement, the terms of Schedule 5 and this clause 8 are in the circumstances fair and reasonablesuch Government agreement, applicable law or regulation will prevail. 8.2 The Warranties are given subject 2.3 Optionee understands and acknowledges that Foundation, by this Agreement, makes no representation as to matters fullythe operability or fitness for any use, fairly and accurately disclosed in sufficient detail safety, efficacy, ability to enable the Buyer to understand their nature and scope in the Disclosure Letter (‘Disclosed’) but no other information of which the Buyer has actualobtain regulatory approval, constructive or imputed knowledge and no investigation or enquiry made by or on behalf patentability, and/or breadth of the Buyer Licensed Subject Matter. Foundation, by this Agreement, also makes no representation as to whether there are any patents now held, or which will be held, by others or by Foundation, nor does Foundation make any representation that the inventions contained in Patent Rights do not infringe any other patents now held or that will be held by others or by Foundation. Foundation shall modify not be liable for any losses incurred as the result of an action for infringement brought against Optionee as the result of Optionee's exercise of any right granted under this Agreement. The decision to defend or discharge the Sellers’ liability under the Warranties not defend shall be in any way and the provisions of section 6(2) of the Law of Property (Miscellaneous Provisions) Xxx 0000 are hereby excludedOptionee's sole discretion. 8.3 In so far as the Warranties relate 2.4 Optionee, by execution hereof, acknowledges, covenants and agrees that it has not been induced in anyway by Foundation or University at Buffalo, or any of their employees, to matters of fact, they shall constitute representations in reliance upon which the Buyer has entered enter into this Agreement. 8.4 Each of the Warranties is a separate representation or warranty , and shall not be restricted in its extent or application by the terms of any of the other Warranties or by any other term of this Agreement. 8.5 Each of the Sellers undertakes with the Buyer further warrants and represents that - (a) each of the Warranties shall remain true and accurate on each day up to and including the Completion Date as if any express or implied reference in Schedule 5 to the date of this Agreement were a reference to the Completion Date; and (bi) it shall immediately disclose has conducted sufficient due diligence with respect to the Buyer in writing any matter which becomes known all items and issues pertaining to it before Completion and which gives rise, or might give rise, to a claim under the Warranties or which would materially affect the willingness of a prudent purchaser for value to purchase the Shares on the terms of this Agreement. 8.6 If any of the Warranties shall prove to be untrue or misleading, the Sellers shall, without prejudice to any other right or remedy which may be available to the Buyer, pay to the Buyer (or to the relevant member of the Buyer’s Group) on demand - (a) the amount by which the value of the Shares is less than it would have been had such Warranty been true and not misleading; or (b) the amount necessary to put the Company and any member of the Buyer’s Group into the position it would have been in had such Warranty been true and not misleading; together with the amount of all costs and expenses (including legal and other professional fees and expenses, the costs of management time Article 2 and all other consequential losses whether directly matters pertaining to this Agreement; and (ii) Optionee has adequate knowledge and expertise, or indirectly arising) incurred directly or indirectly by has utilized knowledgeable and expert consultants, to adequately conduct the Buyer (or any member of the Buyer’s Group) or the Company which it would not have incurred had such Warranty been true due diligence, and not misleadingagrees to accept all risks inherent herein. 8.7 Each of the Sellers hereby waives any right which it may have in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by any director, officer or employee of the Company for the purpose of assisting the Sellers to give any of the Warranties or to prepare the Disclosure Letter.

Warranties. 8.1 The Sellers represent and warrant 9.1 Each of the Vendors jointly and severally represents, warrants and undertakes to and with the Buyer in Purchaser that each of the terms statements set out in Schedule 5 7 is true and each party acknowledges that accurate as of the terms of Schedule 5 and this clause 8 are in the circumstances fair and reasonabledate hereof. 8.2 9.2 The Warranties (other than Warranties 1, 2, 3, 4, 5.1 and 15 in respect of which no qualification is accepted) are given subject to matters fully, fairly and accurately specifically disclosed in sufficient detail to enable the Buyer to understand their nature and scope in the Disclosure Letter (‘Disclosed’) but no other information relating to any of the Companies of which the Buyer Purchaser has actual, constructive knowledge (actual or imputed knowledge constructive) and no investigation or enquiry made by or on behalf of the Buyer Purchaser shall modify or discharge prejudice any claim made by the Sellers’ liability Purchaser under the Warranties or operate to reduce any amount recoverable, and liability in any way respect thereof shall not be confined to breaches discovered before Completion. No letter, document or other communication shall be deemed to constitute a disclosure for the purposes of this Agreement unless the same is accepted as such by the Purchaser and is expressly referred to in the provisions of section 6(2) of the Law of Property (Miscellaneous Provisions) Xxx 0000 are hereby excludedDisclosure Letter. 8.3 In so far as 9.3 The Vendors acknowledge that the Warranties relate to matters of fact, they shall constitute representations Purchaser has entered into this Agreement in reliance upon which the Buyer Warranties and has entered been induced by them to enter into this Agreement. 8.4 Each 9.4 Without restricting the rights of the Purchaser or otherwise affecting the ability of the Purchaser to claim damages on any other basis available to it, in the event that any of the Warranties is a separate representation broken or warranty and shall not be restricted in its extent or application by (as the terms of any of the other Warranties or by any other term of this Agreement. 8.5 Each of the Sellers undertakes with the Buyer that - (acase may be) each of the Warranties shall remain true and accurate on each day up to and including the Completion Date as if any express or implied reference in Schedule 5 to the date of this Agreement were a reference to the Completion Date; and (b) it shall immediately disclose to the Buyer in writing any matter which becomes known to it before Completion and which gives rise, or might give rise, to a claim under the Warranties or which would materially affect the willingness of a prudent purchaser for value to purchase the Shares on the terms of this Agreement. 8.6 If any of the Warranties shall prove proves to be untrue or misleading, the Sellers Vendors shall, without prejudice to any other right or remedy which may be available to the Buyeron demand, pay to the Buyer (or to Purchaser or, at the relevant member of Purchaser's direction, the Buyer’s Group) on demand -Companies: (a) 9.4.1 the amount by necessary to put the Companies into the position which the value of the Shares is less than it would have existed if the Warranties had not been broken or (as the case may be) had such Warranty been true and not misleading; orand (b) the amount necessary to put the Company and any member of the Buyer’s Group into the position it would have been in had such Warranty been true and not misleading; together with the amount of 9.4.2 all costs and expenses incurred by the Purchaser and the Companies in connection with or as a result of such breach and any costs (including legal costs on a solicitor and own client basis), expenses or other professional fees and expenses, liabilities which any of them may incur either before or after the costs commencement of management time and all other consequential losses whether directly or indirectly arisingany action in connection with (i) incurred directly or indirectly by any legal proceedings in which the Buyer (or Purchaser claims that any member of the Buyer’s GroupWarranties has been broken or is untrue or misleading and in which judgment is given for the Purchaser or (ii) the enforcement of any settlement of, or the Company which it would not have incurred had judgment in respect of, such Warranty been true and not misleadingclaim. 8.7 9.5 Each of the Sellers Warranties shall be separate and independent and, save as expressly provided to the contrary, shall not be limited by reference to or inference from any other Warranty or any other term of this Agreement, nor by anything in the Disclosure Letter which is not expressly referenced to the Warranty concerned. 9.6 Each of the Vendors hereby waives agrees with the Purchaser (for itself and as trustee for the Companies) to waive any right rights which it he may have in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by any director, officer or employee of the Company for the purpose of assisting the Sellers to give any of the Warranties or to prepare the Disclosure Letter.any

Warranties. 8.1 The Sellers represent Seller warrants only title to the goods. All other warranties are those of the relevant manufacturer and warrant jointly and severally Seller hereby assigns to the Buyer in any and all warranties provided to it by its suppliers and/or by the terms set out in Schedule 5 and each party acknowledges relevant manufacturer(s); provided, however, that the terms of Schedule 5 and this clause 8 are in the circumstances fair and reasonable. 8.2 The Warranties are given subject to matters fullyany warranty so assigned is void if there is any misuse, fairly and accurately disclosed in sufficient detail to enable the Buyer to understand their nature and scope in the Disclosure Letter (‘Disclosed’) but no other information of which the Buyer has actualmodifications, constructive improper maintenance, storage or imputed knowledge and no investigation or enquiry made by or on behalf installation of the Buyer shall modify affected Product or discharge if the Sellers’ liability under the Warranties affected Product are used in an unsuitable physical or operating en- vironment. If any way and the provisions of section 6(2) of the Law of Property (Miscellaneous Provisions) Xxx 0000 are hereby excluded. 8.3 In so far as the Warranties relate to matters of fact, they shall constitute representations in reliance upon which the Buyer has entered into this Agreement. 8.4 Each of the Warranties such warranty is a separate representation or warranty and shall not be restricted in its extent or application assignable by the terms of any of the other Warranties or by any other term of this Agreement. 8.5 Each of the Sellers undertakes with the Buyer that - (a) each of the Warranties shall remain true and accurate on each day up to and including the Completion Date as if any express or implied reference in Schedule 5 to the date of this Agreement were a reference to the Completion Date; and (b) it shall immediately disclose to the Buyer in writing any matter which becomes known to it before Completion and which gives rise, or might give rise, to a claim under the Warranties or which would materially affect the willingness of a prudent purchaser for value to purchase the Shares on the terms of this Agreement. 8.6 If any of the Warranties shall prove to be untrue or misleading, the Sellers shall, without prejudice to any other right or remedy which may be available Seller to the Buyer, pay to then Seller shall: (i) hold such warranty for the Buyer (or to the relevant member benefit of the Buyer’s Group; and (ii) on demand - (a) at the amount by which request, expense and under the direction of the Buyer, take such reasonable action and do such reasonable things so that the warranty may be enforced or performed in a man- ner such that the value of the Shares is less than it would have been had such Warranty been true warranty will be preserved and not misleading; or (b) will enure to the amount necessary to put the Company and any member benefit of the Buyer’s Group into the position it would have been in had Buyer and that all such Warranty been true and not misleading; together with the amount of all costs and expenses monies (including legal and or other professional fees and expenses, the costs of management time and all other consequential losses whether directly or indirectly arisingbenefits) incurred directly or indirectly receivable under such warranty may be received by the Buyer. The Buyer (or any member of the Buyer’s Group) or the Company which it would not have incurred had such Warranty been true and not misleading. 8.7 Each of the Sellers hereby waives any right to legal action against the Seller for damages caused by the Products whether based upon warranty, contract, strict liability, negligence or otherwise or which it may have result from or arise in respect of any misrepresentationconnection with the design, inaccuracy manufacture, installation, use or omission in or from any information or advice supplied or given by any director, officer or employee repair of the Company for Products, including but not limited to environmental damages. Buyer further acknowledges and agrees that its sole and exclusive remedy from Seller will be the purpose of assisting the Sellers to give any repair, replacement or re- fund of the Warranties or to prepare applicable purchase price of the Disclosure Letteraffected Product during the relevant manufacturer’s warranty period. SELLER DISCLAIMS ALL OTHER EXPRESSED OR IMPLIED WARRANTIES INCLUD- ING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MER- CHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SELLER’S LIABILITY, IF ANY, TO THE BUYER IS LIMITED TO DIRECT DAMAGES UP TO THE AMOUNT OF THE PURCHASE PRICE OF THE AFFECTED PRODUCT. SELLER WILL NOT BE LI- ABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, LIQUIDATED OR CONSEQUESTIAL DAMAGES.

Warranties. 8.1 The Sellers represent and warrant jointly and severally Buyer warrants to the Buyer in the terms set out in Schedule 5 and each party acknowledges that the terms of Schedule 5 and this clause 8 are in the circumstances fair and reasonable. 8.2 The Warranties are given subject to matters fully, fairly and accurately disclosed in sufficient detail to enable the Buyer to understand their nature and scope in the Disclosure Letter (‘Disclosed’) but no other information of which the Buyer has actual, constructive or imputed knowledge and no investigation or enquiry made by or on behalf of the Buyer shall modify or discharge the Sellers’ liability under the Warranties in any way and the provisions of section 6(2) of the Law of Property (Miscellaneous Provisions) Xxx 0000 are hereby excluded. 8.3 In so far as the Warranties relate to matters of fact, they shall constitute representations in reliance upon which the Buyer has entered into this Agreement. 8.4 Each of the Warranties is a separate representation or warranty and shall not be restricted in its extent or application by the terms of any of the other Warranties or by any other term of this Agreement. 8.5 Each of the Sellers undertakes with the Buyer that -that: (a) each of the Warranties shall remain true execution and accurate on each day up to and including the Completion Date as if any express or implied reference in Schedule 5 to the date delivery of this Agreement were a reference to has been properly authorised by all necessary corporate action of the Completion Date; andBuyer; (b) it shall immediately disclose to the Buyer in writing any matter which becomes known has full corporate power and lawful authority to it before Completion execute and which gives risedeliver this Agreement and to perform, or might give risecause to be performed, its obligations under this Agreement and, without limiting the foregoing, to a claim under issue the Warranties or which would materially affect Consideration Buyer Shares and the willingness of a prudent purchaser for value Consideration Buyer Warrants and the [***] Milestone Buyer Warrants; upon Completion, the Consideration Buyer Shares and the Consideration Buyer Warrants and the [***] Milestone Buyer Warrants will constitute, as applicable, validly issued Buyer Shares granting the same rights as any other Buyer Shares and validly issued Buyer’s warrants entitling the Sellers to purchase subscribe to Buyer Shares granting the same rights as any other Buyer Shares on in full compliance with the terms of this Agreement., free of any Encumbrances other than stipulated in this Agreement or resulting from applicable Law ; 8.6 If any (c) the offer and issue of the Warranties shall prove Consideration Buyer Shares and Consideration Buyer Warrants and [***] Milestone Buyer Warrants (and the issue of Buyer Shares on exercise of the Consideration Buyer Warrants and [***] Milestone Buyer Warrants) to the Sellers does not, and will not, require Buyer shareholder approval other than as set out in this Agreement and will not cause the Sellers to be untrue in breach of Law or misleadingthe ASX listing rules; (d) this Agreement constitutes a legal, valid and binding obligation on the Sellers shallBuyer enforceable in accordance with its terms by appropriate legal remedy; (e) none of the following has occurred and is subsisting, without prejudice to any other right or remedy which may be available is threatened, in relation to the Buyer: (i) an application or order made, pay to proceeding commenced, resolution passed or proposed in a notice of meeting, petition presented, meeting convened or other step taken for: (A) the Buyer (winding up, dissolution, bankruptcy or to the relevant member administration of the Buyer’s Group) on demand - (a) the amount by which the value of the Shares is less than it would have been had such Warranty been true and not misleading; or (bB) the amount necessary Buyer entering into an arrangement, compromise or composition with or assignment for the benefit of its creditors or a class of them; (ii) the Buyer: (A) being (or being taken to put be under applicable legislation) unable to pay its debts as and when they fall due; or (B) stopping or suspending, or threatening to stop or suspend, payment of all or a class of its debts; or [***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Company Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (iii) the appointment of an administrator, receiver, receiver and manager, liquidator, provisional liquidator or similar person to the Buyer or any member of its assets; (f) this Agreement does not conflict with or result in the breach of or default under any provision of its constitution or any material term or provision of any agreement, deed, writ, order or injunction, judgment or Law to which it is a party or a subject or by which it is bound; and (g) there are no Claims pending or threatened against it or to its knowledge by, against or involving any person which may have a material effect on the sale and purchase of the Buyer’s Group into the position it would have been Shares in had such Warranty been true and not misleading; together accordance with the amount of all costs and expenses (including legal and other professional fees and expenses, the costs of management time and all other consequential losses whether directly or indirectly arising) incurred directly or indirectly by the Buyer (or any member of the Buyer’s Group) or the Company which it would not have incurred had such Warranty been true and not misleadingthis Agreement. 8.7 Each of the Sellers hereby waives any right which it may have in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by any director, officer or employee of the Company for the purpose of assisting the Sellers to give any of the Warranties or to prepare the Disclosure Letter.

Warranties. 8.1 The Sellers represent Seller warrants that: 5.3.1 it is and warrant jointly will be the true and severally lawful legal and registered owner and holder of the Sale Shares as at the Effective Date; 5.3.2 it is and will be entitled to the Buyer dispose of its legal and registered interest in the terms set out in Schedule 5 Sale Shares, and each party acknowledges that the terms of Schedule 5 and this clause 8 are beneficial interest in the circumstances fair and reasonable. 8.2 The Warranties are given subject to matters fully, fairly and accurately disclosed in sufficient detail to enable the Buyer to understand their nature and scope in the Disclosure Letter (‘Disclosed’) but no other information of which the Buyer has actual, constructive or imputed knowledge and no investigation or enquiry made by or Sale Shares on behalf of the Buyer shall modify or discharge the Sellers’ liability under the Warranties Beneficiaries, in any way and the provisions of section 6(2) of the Law of Property (Miscellaneous Provisions) Xxx 0000 are hereby excluded. 8.3 In so far as the Warranties relate to matters of fact, they shall constitute representations in reliance upon which the Buyer has entered into this Agreement. 8.4 Each of the Warranties is a separate representation or warranty and shall not be restricted in its extent or application by the terms of any of the other Warranties or by any other term of this Agreement. 8.5 Each of the Sellers undertakes accordance with the Buyer that - (a) each of the Warranties shall remain true and accurate on each day up to and including the Completion Date as if any express or implied reference in Schedule 5 to the date of this Agreement were a reference to the Completion Date; and (b) it shall immediately disclose to the Buyer in writing any matter which becomes known to it before Completion and which gives rise, or might give rise, to a claim under the Warranties or which would materially affect the willingness of a prudent purchaser for value to purchase the Shares on the terms of this Agreement.; 8.6 If 5.3.3 it is entitled and able to give free and unencumbered title in the Sale Shares to the Purchaser; 5.3.4 there are no amounts of any nature whatsoever owing by the Company to the Seller or the Beneficiaries from any cause whatsoever, including by way of loan account or otherwise, in contract or in delict, actual or contingent, and includes any interest accrued thereon; 5.3.5 the Company has all such licences as are prescribed by law for the conduct of its business in each jurisdiction in which it carries on business, and the Seller is not aware of any fact or circumstance which may result in the cancellation, withdrawal or non-renewal of any of the Warranties shall prove to be untrue or misleading, the Sellers shall, without prejudice to any other right or remedy which may be available to the Buyer, pay to the Buyer (or to the relevant member of the Buyer’s Group) on demand -them. The Company's trading licence is annexed hereto as Annexure A; (a) the amount by which the value of the Shares is less than it would have been had such Warranty been true and not misleading; or (b) the amount necessary to put 5.3.6 the Company has received such consents and approvals as are required under Lesotho laws to cultivate, manufacture, produce and export psilocybin as an API. Letters of permission issued by the Lesotho Ministry of Health as well as the Lesotho Narcotics Secretariat is annexed hereto as Annexure B; 5.3.7 the Company has complied with and is not in breach of any member of laws; 5.3.8 the Buyer’s Group into Company is the position it would have been in had such Warranty been true and not misleading; together with the amount sole beneficial owner of all costs and expenses (including legal and other professional fees and expenses, the costs assets of management time and all other consequential losses whether directly or indirectly arising) incurred directly or indirectly whatsoever nature used by the Buyer (or any member of the Buyer’s Group) or the Company which it would not have incurred had such Warranty been true and not misleading. 8.7 Each of the Sellers hereby waives any right which it may have in respect of its business. None of the assets of the Company is subject to any misrepresentationreservation of ownership, inaccuracy lease, lien, hypothec, mortgage, notarial bond, pledge or omission in or other encumbrance whatsoever; 5.3.9 all proper tax returns that may have become due by the Company from time to time under any information or advice supplied or given law administered by any directorthe relevant revenue authority have been duly made and all tax liabilities have been duly settled; 5.3.10 the most recent financial statements of the Company fairly present the financial position, officer or employee operations and results of the Company for the purpose of assisting the Sellers period to give which they relate in all material respect, and any liabilities of the Warranties Company incurred since that date have been in the ordinary normal and regular course of business; 5.3.11 the Company owns no immovable property; 5.3.12 the Company has no employees; 5.3.13 the Company is not party to any litigation; and 5.3.14 it has made a full and complete disclosure to the Purchaser of the affairs of the Company and all material information of whatsoever nature or kind has been disclosed to prepare the Disclosure LetterPurchaser which would have been material in the decision of the Purchaser to enter into this Agreement, either at all or on the terms and conditions set out herein.

Warranties. 8.1 The Sellers represent Subject to CLAUSE 7: 5.1 Each of Barnoose Ltd, Komori Ltd and warrant jointly and Starpath Ltd severally to the Buyer warrants in the terms of the Warranties as defined in the I-Wish Agreement as if those Warranties were set out in Schedule 5 full in this Agreement provided that the Purchaser will not be entitled to claim that any fact or combination of facts constitutes a breach of any of the Warranties as defined in the I-Wish Agreement to the extent fairly disclosed in the Disclosure Letter, and each party acknowledges of Barnoose Ltd, Komori Ltd and Starpath Ltd agrees that the Purchaser is entering into this Agreement in reliance on each of the said Warranties (none of which will be construed restrictively, by reference to any other Warranty or term of the I-Wish Agreement). 5.2 Each of Barnoose Ltd, Komori Ltd and Starpath Ltd severally warrants in the terms of Schedule 5 and this clause 8 are the Warranties as defined in the circumstances fair Alternative Sources Agreement as if those Warranties were set out in full in this Agreement provided that the Purchaser will not be entitled to claim that any fact or combination of facts constitutes a breach of any of the Warranties as defined in the Alternative Sources Agreement to the extent fairly disclosed in the Disclosure Letter, and reasonableeach of Barnoose Ltd, Komori Ltd and Starpath Ltd agrees that the Purchaser is entering into this Agreement in reliance on each of the said Warranties (none of which will be construed restrictively, by reference to any other Warranty or term of the Alternative Sources Agreement). 8.2 The 5.3 Garnoose Ltd severally warrants in the terms of the Warranties are given subject as defined in the 3R Agreement as if those Warranties were set out in full in this Agreement provided that the Purchaser will not be entitled to matters fully, claim that any fact or combination of facts constitutes a breach of any of the Warranties as defined in the 3R Agreement to the extent fairly and accurately disclosed in sufficient detail to enable the Buyer to understand their nature and scope in the Disclosure Letter or the disclosures set out in schedule 5 to the 3R Agreement and the Agreed Bundle as defined therein, and Garnoose Ltd agrees that the Purchaser is entering into this Agreement in reliance on each of the said Warranties (‘Disclosed’) but no other information none of which the Buyer has actualwill be construed restrictively, constructive by reference to any other Warranty or imputed knowledge and no investigation or enquiry made by or on behalf term of the Buyer shall modify or discharge the Sellers’ liability under the Warranties in any way and the provisions of section 6(2) of the Law of Property (Miscellaneous Provisions) Xxx 0000 are hereby excluded3R Agreement). 8.3 In so far as 5.4 Garnoose Ltd severally warrants in the Warranties relate to matters of fact, they shall constitute representations in reliance upon which the Buyer has entered into this Agreement. 8.4 Each terms of the Warranties is a separate representation or warranty and shall as defined in the A Maclean Agreement ax xx xxose Warranties were set out in full in this Agreement provided that the Purchaser will not be restricted in its extent entitled to claim that any fact or application by the terms combination of facts constitutes a breach of any of the other Warranties as defined in the A Maclean Agreement to the extent fairly disclosed in the Disclosure Letter or in the Disclosures set out in schedule 2 to the A Maclean Agreement xxx xxx Agreed Bundle as defined therein, and Garnoose Ltd agrees that the Purchaser is entering into this Agreement in reliance on each of the said Warranties (none of which will be construed restrictively, by reference to any other Warranty or term of the A Maclean Agreement). 0.0 Garnoose Ltd severally warrants in the terms of the warranties set out in clause 4 of the Awesome Assignment as if those warranties were set out in full in this Agreement provided that the Purchaser will not be entitled to claim that any fact or combination of facts constitutes a breach of any of the said warranties in the Awesome Assignment to the extent fairly disclosed in the Disclosure Letter, and Garnoose Ltd agrees that the Purchaser is entering into this Agreement in reliance on each of the said warranties (none of which will be construed restrictively, by reference to any other warranty or term of the Awesome Assignment). 5.6 Subject to CLAUSE 7, the Vendors, jointly and severally: 5.6.1 warrant to the Purchaser in the terms of the Warranties set out in SCHEDULE 4, provided that the Purchaser will not be entitled to claim that any fact or combination of facts constitutes a breach of any of those Warranties to the extent fairly disclosed in the Disclosure Letter, and agree that the Purchaser is entering into this Agreement in reliance on each of the Warranties (none of which will be construed restrictively, by reference to any other Warranty or term of this Agreement.); 8.5 Each 5.6.2 will indemnify the Purchaser against any reasonable costs or expenses (including legal costs) which it may incur, either before or after the commencement of any action, directly or indirectly as a result of any breach of any of the Sellers undertakes Warranties; 5.6.3 undertake that, if any claim is made against any of them in connection with the Buyer that - (a) each sale of the Warranties shall remain true and accurate on each day up to and including the Completion Date as if any express or implied reference in Schedule 5 Shares to the date Purchaser, they will not make any claim against any Group Member, or against any director or employee of any such Group Member, on which or on whom any of them may have relied before agreeing to any provision of this Agreement were a reference or the Disclosure Letter, but so that this undertaking will not preclude any Vendor from claiming against any other Vendor under any right of contribution to which such Vendor may be entitled. 5.7 In this Agreement, unless otherwise specified, where any Warranty refers to the Completion Date; knowledge or awareness of the Vendors (or similar expression), each Vendor will be deemed to have such knowledge or awareness as such Vendor would have obtained had such Vendor made all due and careful enquiries into the subject matter of that Warranty and (b) it shall immediately disclose to the Buyer in writing any matter which becomes known to it before Completion and which gives rise, or might give rise, to a claim under the Warranties or which would materially affect the willingness of a prudent purchaser for value to purchase the Shares on the terms of this Agreement. 8.6 If where any of the Warranties shall prove to be untrue or misleadingset out in SCHEDULE 4 so refers, the Sellers shall, without prejudice to knowledge and awareness of any other right or remedy which may one of the Vendors will be available imputed to the Buyer, pay to the Buyer (or to the relevant member of the Buyer’s Group) on demand - (a) the amount by which the value of the Shares is less than it would have been had such Warranty been true and not misleading; or (b) the amount necessary to put the Company and any member of the Buyer’s Group into the position it would have been in had such Warranty been true and not misleading; together with the amount of all costs and expenses (including legal and other professional fees and expenses, the costs of management time and all other consequential losses whether directly or indirectly arising) incurred directly or indirectly by the Buyer (or any member of the Buyer’s Group) or the Company which it would not have incurred had such Warranty been true and not misleadingremaining Vendors. 8.7 Each of the Sellers hereby waives any right which it may have in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by any director, officer or employee of the Company for the purpose of assisting the Sellers to give any of the Warranties or to prepare the Disclosure Letter.

Warranties. 8.1 The Sellers represent and warrant jointly and severally 10.1 Each Seller warrants to the Buyer Purchaser, severally and in respect of itself only, that each of the terms statements set out in Schedule 5 and each party acknowledges that the terms Part 1 of Schedule 5 3 (Individual Warranties) is true and accurate, as at the date of this clause 8 are in the circumstances fair and reasonableagreement. 8.2 The Warranties are given subject 10.2 Each Management Seller warrants to matters fullythe Purchaser, severally and in respect of itself only, except as fairly and accurately disclosed in sufficient detail to enable the Buyer to understand their nature and scope Purchaser in the Disclosure Letter (‘Disclosed’) but no other information of which the Buyer has actualLetter, constructive or imputed knowledge and no investigation or enquiry made by or on behalf each of the Buyer shall modify or discharge statements set out in Part 2 of Schedule 3 (General Warranties) is true and accurate as at the Sellers’ liability under the Warranties in any way and the provisions date of section 6(2) of the Law of Property (Miscellaneous Provisions) Xxx 0000 are hereby excludedthis agreement. 8.3 In so far as the Warranties relate to matters of fact, they shall constitute representations in reliance upon which the Buyer has entered into this Agreement. 8.4 10.3 Each of the Warranties is a separate representation or warranty and shall independent and, except as expressly provided to the contrary in this agreement, is not be restricted in its extent or application by the terms of any of the other Warranties or by any other term of this Agreement. 8.5 Each of the Sellers undertakes with the Buyer that -limited: (a) each of the Warranties shall remain true and accurate on each day up to and including the Completion Date as if any express or implied by reference in Schedule 5 to the date of this Agreement were a reference to the Completion Date; and (b) it shall immediately disclose to the Buyer in writing any matter which becomes known to it before Completion and which gives rise, or might give rise, to a claim under the Warranties or which would materially affect the willingness of a prudent purchaser for value to purchase the Shares on the terms of this Agreement. 8.6 If any of the Warranties shall prove to be untrue or misleading, the Sellers shall, without prejudice to any other right or remedy which may be available to the Buyer, pay to the Buyer (or to the relevant member of the Buyer’s Group) on demand - (a) the amount by which the value of the Shares is less than it would have been had such Warranty been true and not misleadingWarranty; or (b) by any other provision of this agreement or any provision of the amount necessary Tax Deed. 10.4 Except in relation to put matters fairly disclosed in the Company and Disclosure Letter, none of the Warranties shall be treated as qualified by any actual, imputed or constructive knowledge on the part of any member of the BuyerPurchaser’s Group into or any agent or adviser of any such member and no such knowledge shall prejudice any Warranty Claim or operate so as to reduce any amount recoverable. 10.5 Each Seller shall severally indemnify each member of the position it would have been in had such Warranty been true and not misleading; together with the amount of all costs and expenses (including legal and other professional fees and expenses, the costs of management time and all other consequential losses whether directly or indirectly arising) incurred directly or indirectly by the Buyer (or Purchaser’s Group for any Loss which any member of the BuyerPurchaser’s Group) Group suffers as a result of any Core Warranty being untrue or the Company which it would not have incurred had such Warranty been true and not misleadinginaccurate. 8.7 Each 10.6 Subject to subclause 10.8, each of the Management Sellers hereby waives shall severally indemnify each member of the Purchaser’s Group for any right Loss which any member of the Purchaser’s Group suffers as a result of any General Warranty being untrue or inaccurate. 10.7 Subject to clause 9, each Seller (who is not a Management Seller) shall severally indemnify each member of the Purchaser’s Group for any Loss which any member of the Purchaser’s Group suffers as a result of any breach by a Management Seller of a General Warranty. The Purchaser agrees and acknowledges that the liability of each Seller with respect to the indemnity given by it may have pursuant to this subclause 10.7 shall be limited to that Seller’s Relevant Percentage of the Escrow Sum at Completion. 10.8 Subject to clause 9, the Purchaser agrees and acknowledges that the liability of each of the Management Sellers in respect of any misrepresentationclaim attributable to a breach by a Management Seller of a General Warranty shall be limited to that Management Seller’s Relevant Percentage of the Escrow Sum at Completion. 10.9 The Warranties and any Warranty Claim shall be subject to the limitations and other provisions set out in clause 9 and Schedule 4. (a) Nothing in Schedule 4 (except paragraphs 5, inaccuracy 7, 8, 11 and 12.1) or omission in the Disclosure Letter shall qualify or from limit the liability of any information Seller in relation to the Core Warranted Statements. (b) Nothing in Schedule 4 (except paragraph 12.1) or advice supplied in the Disclosure Letter shall qualify or given limit the liability of any Seller in relation to any Warranty Claim attributable to fraud or dishonesty. 10.11 Subclauses 9.1(a) and 9.3 apply notwithstanding subclauses 10.9 and 10.10. 10.12 The covenants in this clause 10 may with the prior written consent of the Purchaser be enforced by any director, officer or employee member of the Company for the purpose of assisting Purchaser’s Group against the Sellers to give or any of them under the Warranties or to prepare the Disclosure LetterContracts (Rights of Third Parties) Xxx 0000.

Warranties. 8.1 5.1 The Sellers represent Purchaser has entered into this Agreement and warrant jointly proposes to acquire the Shares on the faith of the Warranties. 5.2 In particular and severally without prejudice to the Buyer in generality of sub-clause 5.1 the terms set out in Schedule 5 Vendors hereby warrant and each party acknowledges represent to the Purchaser that the terms of Schedule 5 recitals to this Agreement and this clause 8 the Warranties are at the date hereof and will at Completion be true and accurate in the circumstances fair and reasonableall respects. 8.2 5.3 The Purchaser shall not be entitled to claim that any fact renders any of the Warranties are given subject untrue or misleading or caused them to matters fully, be breached if it has been fully fairly and accurately disclosed in sufficient detail to enable the Buyer to understand their nature and scope Purchaser in the Disclosure Letter (‘Disclosed’) but no other information Letter. 16 5.4 The Vendors hereby covenant and undertake to the Purchaser that, if after the date hereof it shall be found that any matter the subject of which the Buyer has actuala Warranty was not as warranted then, constructive or imputed knowledge and no investigation or enquiry made by or on behalf notwithstanding any further right of the Buyer shall modify or discharge Purchaser hereunder in respect of such breach of Warranty, if the Sellers’ liability under effect thereof is that:- 5.4.1 the Warranties in any way and the provisions of section 6(2) of the Law of Property (Miscellaneous Provisions) Xxx 0000 are hereby excluded. 8.3 In so far as the Warranties relate to matters of fact, they shall constitute representations in reliance upon which the Buyer has entered into this Agreement. 8.4 Each of the Warranties is a separate representation or warranty and shall not be restricted in its extent or application by the terms value of any of the other Warranties or by any other term of this Agreement. 8.5 Each of the Sellers undertakes with the Buyer that - (a) each of the Warranties shall remain true and accurate on each day up to and including the Completion Date as if any express or implied reference in Schedule 5 asset belonging to the date Company is less than its value would have been had there been no breach of this Agreement were a reference Warranty; or 5.4.2 any asset represented as belonging to the Completion DateCompany does not so belong; andor (b) 5.4.3 the Company has incurred or is under any liability or contingent liability which it would not have incurred or been under had there been no breach of Warranty; then the Vendors shall immediately disclose to the Buyer in writing any matter which becomes known to it before Completion and which gives rise, or might give rise, to a claim under the Warranties or which would materially affect the willingness of a prudent purchaser for value to purchase the Shares on the terms of this Agreement. 8.6 If any of the Warranties shall prove to be untrue or misleading, the Sellers shall, without prejudice to any other right or remedy which may be available to the Buyer, demand pay to the Buyer Purchaser (or or, if so requested by the Purchaser, to the relevant member of the Buyer’s GroupCompany) on demand - (a) an amount equal to the amount by which the value of the Shares net assets of the Company is less than it would have been had there been no such breach of Warranty been true and not misleading; orany such payment made by the Vendors shall be taken into account in assessing the damages of the Purchaser in connection with, arising out of or resulting from any such breach of Warranty. (b) 5.5 No claim by the Purchaser under the provisions of this Clause 5 shall be prejudiced nor shall the amount necessary of any such claim be reduced in consequence of any information relating to put the Company which may at any time have come to the knowledge of the Purchaser or any of its advisers (other than information contained in the Disclosure Letter and any annexure thereto) and it shall not be a defence to any claim against the Vendors that the Purchaser knew or ought to have known or had constructive knowledge of any information (other than information contained or supplied as aforesaid) relating to the circumstances giving rise to such claim. 5.6 The Warranties are separate and independent and save as expressly provided in this Agreement or in the Disclosure Letter shall not be limited by reference to any other paragraph or anything in this Agreement and such Warranties shall remain in full force and effect notwithstanding Completion. 5.7 The Vendors shall procure that prior to Completion the Purchaser, its agents, accountants and solicitors are given promptly on request all such facilities and information regarding the business, assets, liabilities, contracts and affairs of the Company and any member of the Buyer’s Group into documents of title and other evidence of ownership of its assets as the position it would have been Purchaser may reasonably require. 5.8 The Vendors undertake (in had such Warranty been true and not misleading; together the event of any claim being made against any of them in connection with the amount of all costs and expenses (including legal and other professional fees and expenses, the costs of management time and all other consequential losses whether directly or indirectly arising) incurred directly or indirectly by the Buyer (or any member sale of the Buyer’s GroupShares to the Purchaser) not to make any claim against the Company, or the Company which it would not have incurred had such Warranty been true and not misleading. 8.7 Each a director or an employee of the Sellers hereby waives Company, on whom any of them may have relied before agreeing to any term of this Agreement or authorising any statement in the Disclosure Letter but so that this shall not preclude any Vendor from claiming against:- 5.8.1 any other Vendor under any right of contribution or indemnity to which it he may have in respect of be entitled; and 5.8.2 any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by any director, officer or employee of the Company for on whom they may have relied if they have been fraudulent; and (each Vendor hereby agrees to consent to the purpose grant of assisting the Sellers injunctive relief to give any restrain a breach of the Warranties or undertaking contained in this sub-paragraph if requested by the Purchaser so to prepare the Disclosure Letterdo.

Warranties. 8.1 The Sellers represent and warrant 6.1 Each of the Vendors jointly and severally warrants to the Buyer Purchaser for the benefit of the Purchaser, its permitted successors and permitted assigns that, as at the date of this Agreement, the Warranties are true and accurate in all respects and not misleading. For this purpose only, any reference (whether express or implied) in a Warranty (i) to "the terms set out in Schedule 5 date of this Agreement" shall also be construed as a reference to "the date of Completion", and each party acknowledges that (ii) to "the terms date of Schedule 5 and Completion" shall also be construed as a reference to "the date of this clause 8 are in the circumstances fair and reasonableAgreement". 8.2 The 6.2 Each of the Warranties are is given subject to the matters fully, fairly and accurately disclosed in sufficient detail to enable the Buyer to understand their nature and scope in the Disclosure Letter (‘Disclosed’) but no Letter. 6.3 Each of the Warranties shall be construed separately and independently of each other information of which the Buyer has actual, constructive or imputed knowledge and no Warranty shall be limited or restricted by reference to or inference from any other Warranty or other provision of this Agreement save for the limitations set forth in Schedule 8 and Clause 11.3. 6.4 The Warranties shall remain in full force and effect after Completion and the Purchaser's rights and remedies in respect of any breach of the Warranties or under any other provision of this Agreement shall not be regarded as modified or varied by Completion, by any investigation or enquiry (including without limitation any due diligence investigation) made by or on behalf of the Buyer shall modify Purchaser in connection with the purchase of the Shares or discharge any information or documents supplied to it (save as fairly disclosed in the Sellers’ liability under Disclosure Letter), by the Purchaser failing to exercise or delaying the exercise of any of its rights or remedies or by any other event or matter whatsoever except a specific and duly authorised written waiver or release by the Purchaser. 6.5 Where any of the Warranties in any way and is qualified by the provisions of section 6(2) of the Law of Property (Miscellaneous Provisions) Xxx 0000 are hereby excluded. 8.3 In phrase "so far as the Vendors are aware" or any similar phrase, the Vendors shall be deemed to have made reasonable enquiry with regard to the subject matter of such Warranty. 6.6 Any payment made pursuant to the Warranties relate by the Vendors shall be deemed to matters be an adjustment to the Consideration. 6.7 The Vendors each undertake (for themselves and any nominees) that so long (after Completion) as they remain the registered holder of factany of the Shares they will: (a) not represent themselves as the beneficial owners of any of the Shares; (b) exercise all powers, rights and privileges vested in the registered holder of the Shares only in accordance with the written directions of the Purchaser; and (c) hold the Shares and any dividends or other distributions of profits or assets in respect thereof in trust for the Purchaser. 6.8 Each of the Vendors hereby waives all and any claims which they shall constitute representations (or any of them) have or may have against the Company and/or any of the officers, employees, servants or agents of the Company in reliance upon respect of any information or opinions supplied or omitted to be supplied to any of the Vendors in connection with any of the Warranties, any Supplemental Agreement (including but not limited to the Tax Deed) and/or the compilation and/or preparation of the Disclosure Letter or on which the Buyer has entered Vendors (or any of them) may otherwise have placed reliance before entering into this Agreement. 8.4 Each 6.9 The provisions of Schedule 8 (Limitations) shall apply. 6.10 The Purchaser represents and warrants to the Warranties is a separate representation or warranty and shall not be restricted Vendors in its extent or application by the terms of any of the other Warranties or by any other term of this AgreementSchedule 11. Not applicable. 8.5 Each of the Sellers undertakes with the Buyer that - (a) each of the Warranties shall remain true and accurate on each day up to and including the Completion Date as if any express or implied reference in Schedule 5 to the date of this Agreement were a reference to the Completion Date; and (b) it shall immediately disclose to the Buyer in writing any matter which becomes known to it before Completion and which gives rise, or might give rise, to a claim under the Warranties or which would materially affect the willingness of a prudent purchaser for value to purchase the Shares on the terms of this Agreement. 8.6 If any of the Warranties shall prove to be untrue or misleading, the Sellers shall, without prejudice to any other right or remedy which may be available to the Buyer, pay to the Buyer (or to the relevant member of the Buyer’s Group) on demand - (a) the amount by which the value of the Shares is less than it would have been had such Warranty been true and not misleading; or (b) the amount necessary to put the Company and any member of the Buyer’s Group into the position it would have been in had such Warranty been true and not misleading; together with the amount of all costs and expenses (including legal and other professional fees and expenses, the costs of management time and all other consequential losses whether directly or indirectly arising) incurred directly or indirectly by the Buyer (or any member of the Buyer’s Group) or the Company which it would not have incurred had such Warranty been true and not misleading. 8.7 Each of the Sellers hereby waives any right which it may have in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by any director, officer or employee of the Company for the purpose of assisting the Sellers to give any of the Warranties or to prepare the Disclosure Letter.

Warranties. 8.1 The Sellers represent and warrant jointly and severally 6.1 Subject always to the Buyer provisions of Schedule 6, in consideration of the terms Purchaser entering into this Agreement: (a) the Vendors warrant to the Purchaser (subject to clause 6.2) that the Statement set out in Schedule 5 and each party acknowledges that the terms of Schedule 5 and this clause 8 are in the circumstances fair and reasonable. 8.2 The Warranties are given subject to matters fully, fairly and accurately disclosed in sufficient detail to enable the Buyer to understand their nature and scope in the Disclosure Letter (‘Disclosed’) but no other information of which the Buyer has actual, constructive or imputed knowledge and no investigation or enquiry made by or on behalf of the Buyer shall modify or discharge the Sellers’ liability under the Warranties in any way and the provisions of section 6(2) of the Law of Property (Miscellaneous Provisions) Xxx 0000 are hereby excluded. 8.3 In so far as the Warranties relate to matters of fact, they shall constitute representations in reliance upon which the Buyer has entered into this Agreement. 8.4 Each of the Warranties is a separate representation or warranty and shall not be restricted in its extent or application by the terms of any of the other Warranties or by any other term of this Agreement. 8.5 Each of the Sellers undertakes with the Buyer that - (a) each of the Warranties shall remain true and accurate on each day up to and including the Completion Date as if any express or implied reference in Schedule 5 to the date of this Agreement were a reference to the Completion Dateaccurate; and (b) it shall immediately disclose where any statement in Schedule 5 is qualified as being made "so far as the Vendors are aware" or "to the Buyer in writing any matter which becomes known to it before Completion and which gives rise, or might give rise, to a claim under the Warranties or which would materially affect the willingness of a prudent purchaser for value to purchase the Shares on the terms of this Agreement. 8.6 If any best of the Warranties knowledge, information and belief of the Vendors" or any similar expression, such statement shall prove be deemed to be untrue or misleading, have been made by the Sellers shall, without prejudice to any other right or remedy which may be available Vendors after reasonable enquiry in relation to the Buyermatters in question by the Vendors of Xxxxx Xxxxx Xxxxxxxxxx (Commercial Director), pay to the Buyer Xxxx Xxxxxx (or to the relevant member of the Buyer’s GroupSales & Marketing Director), Xxxxx Xxxxxxxxx (Human Resources), Xxxxx Xxxx (Network), Xxxxx Xxxxxxx (Finance Manager), Xxxxx Xxxxxx (IT Director) on demand -and Xxxxx Xxxxxxxxx (Managing Director). (a) the amount by which Warranties are qualified (unless there is a specific acknowledgment in the value Disclosure Letter from the Vendors that they are not so qualified) to the extent, but only to the extent, of those matters fairly disclosed in the Disclosure Letter and for this purpose "FAIRLY DISCLOSED" means disclosed in such manner and in such detail as to enable a reasonable purchaser to make an informed and reasonably accurate assessment of the Shares is less than it would matter concerned. (b) each of the paragraphs in Schedule 5: (i) shall be construed as a separate and independent representation and/or warranty; and (ii) save as expressly otherwise provided in this Agreement, shall not be limited by reference to any other paragraph in Schedule 5 or by any other provision of this Agreement, and the Purchaser shall have a separate claim and right of action in respect of every Relevant Breach of each such representation or warranty. 6.3 All claims by the Purchaser for damages or compensation in respect of any Relevant Breach shall be subject to the provisions for the protection of the Vendors in Schedule 6 unless specifically provided otherwise or if there shall have been had such Warranty been true fraud on the part of the Vendors or if the Vendors shall have deliberately concealed from the Purchaser facts known to them which a purchaser of the Company would reasonably expect to be told for the purpose of making an informed assessment of the assets and liabilities, financial position, profits and losses, and prospects of that entity and of the rights attaching to the Shares. 6.4 The Warranties shall not misleading; orin any respect be extinguished or affected by Completion. 6.5 The Vendors accept that the Purchaser is entering into this Agreement in reliance upon each of the Warranties. 6.6 The Purchaser warrants to the Vendors that: (a) the Purchaser has obtained all corporate authorisations and all other applicable governmental, statutory, regulatory or other consent, licences, waivers or exemptions required to empower it to enter into and to perform its obligations under this Agreement and each document to be executed by it at or before Completion; (b) the amount necessary Purchaser's obligations under this Agreement and each document to put be executed at or before Completion are, or when the Company relevant document is executed, will be enforceable in accordance with their terms; (c) the Purchaser is a limited company incorporated under English law and any member of the Buyer’s Group into the position it would have has been in had such Warranty been true and not misleading; together with the amount of all costs and expenses (including legal and other professional fees and expenses, the costs of management time and all other consequential losses whether directly or indirectly arising) incurred directly or indirectly by the Buyer (or any member of the Buyer’s Group) or the Company which it would not have incurred had such Warranty been true and not misleadingcontinuous existence since its incorporation. 8.7 Each of the Sellers hereby waives any right which it may have in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by any director, officer or employee of the Company for the purpose of assisting the Sellers to give any of the Warranties or to prepare the Disclosure Letter.

Warranties. 8.1 6.1 The Sellers represent and warrant Vendors hereby jointly and severally represent, warrant and undertake to the Buyer Purchasers and its successors in title (with the intent that the provisions of this Clause 6.1 shall continue to have full force and effect notwithstanding Completion) as follows:- (a) they are currently, and shall on Completion be, the legal and beneficial owner of the Sale Shares (in the terms set out in Schedule 5 following proportion: 60% held by YANG Qi, 15% held by MAO Qxxx Xx and each party acknowledges 25% held by WU Bing Wei), and that the terms Sale Shares represent, and shall on Completion represent, one hundred per cent. (100%) of Schedule 5 the issued and paid-up share capital of the Company; (b) that they are or will on Completion be beneficially entitled to or is otherwise able to transfer their respective Sale Shares to the Purchaser and/or its nominee(s) together with all rights and benefits attaching thereto under this clause 8 Agreement; (c) the Sale Shares are or will on Completion be free from any Encumbrances, and no other person has or shall have any rights of pre-emption over such Sale Shares; (d) the Sale Shares are and shall have been authorised, validly issued, allotted and fully paid-up; and (e) other than the Finder’s Fee Agreement attached as Axxxxxxx 0, xxxx of the Vendors or any Group Company have agreed to provide a finder’s fee, brokerage commission or similar payment to a third party. No party has been involved in the circumstances fair active negotiations relative to this Agreement and reasonable. 8.2 The Warranties are given subject to matters fully, fairly and accurately disclosed in sufficient detail to enable the Buyer to understand their nature and scope in transactions contemplated hereby have been carried out by the Disclosure Letter (‘Disclosed’) but no other information Vendors directly with Purchaser without the intervention of which the Buyer has actual, constructive or imputed knowledge and no investigation or enquiry made by or any person on behalf of the Buyer shall modify Vendors in such manner as to give rise to any valid claim by any person against Purchaser, any Group Company or discharge any of the Sellers’ liability under Vendors for a finder’s fee, brokerage commission or similar payment. 6.2 The Vendors further warrant and undertake to and with the Warranties in any way and Purchaser (with the intent that the provisions of section 6(2this Clause 6.2 shall continue to have full force and effect notwithstanding Completion) that: (a) all Warranties contained herein will be fulfilled and will be true and correct at Completion in all respects as if they had been given afresh at Completion; and (b) in relation to any Warranty which refers to the knowledge, information or belief of the Law Vendors, that it has made due and proper enquiry into the subject matter of Property (Miscellaneous Provisions) Xxx 0000 are hereby excludedthat Warranty. 8.3 In so far as 6.3 The Vendors acknowledges that the Warranties relate to matters of fact, they shall constitute representations in reliance upon which the Buyer Purchaser has entered into this Agreement. 8.4 Each Agreement in full reliance upon and on the basis of each of the Warranties is a separate representation or warranty and contained herein. 6.4 The Vendors shall not be restricted in its extent do, allow or application by the terms procure any act or omission before Completion which would constitute a breach of any of the other Warranties if they were given at Completion or which would make any of the Warranties inaccurate or misleading if they were so given. 6.5 In the event of it becoming apparent on or before Completion that the Vendors are in breach of any of the Warranties or by any other term of this Agreement, the Purchaser may, at its sole discretion, and without prejudice to all other rights and remedies availableto the Purchaser, rescind this Agreement by notice in writing to the Vendors. Upon termination of this Agreement under this Clause 6.5, the Purchaser shall be entitled to be indemnified and held harmless against all legal, accounting and other costs and expenses incurred by the Purchaser in connection with this Agreement. 8.5 Each of the Sellers undertakes with the Buyer that - (a) each of 6.7 Save as expressly otherwise provided, the Warranties shall remain true be separate and accurate on each day up to independent and including the Completion Date as if any express or implied reference in Schedule 5 to the date of this Agreement were a shall not be limited by reference to the Completion Date; and (b) it shall immediately disclose to the Buyer in writing any matter which becomes known to it before Completion and which gives rise, or might give rise, to a claim under the Warranties or which would materially affect the willingness of a prudent purchaser for value to purchase the Shares on the terms other provision of this Agreement. 8.6 If any of the Warranties shall prove to be untrue or misleading, the Sellers shall, without prejudice to any other right or remedy which may be available to the Buyer, pay to the Buyer (or to the relevant member of the Buyer’s Group) on demand - (a) the amount by which the value of the Shares is less than it would have been had such Warranty been true and not misleading; or (b) the amount necessary to put the Company and any member of the Buyer’s Group into the position it would have been in had such Warranty been true and not misleading; together with the amount of all costs and expenses (including legal and other professional fees and expenses, the costs of management time and all other consequential losses whether directly or indirectly arising) incurred directly or indirectly by the Buyer (or any member of the Buyer’s Group) or the Company which it would not have incurred had such Warranty been true and not misleading. 8.7 Each of the Sellers hereby waives any right which it may have in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by any director, officer or employee of the Company for the purpose of assisting the Sellers to give any of the Warranties or to prepare the Disclosure Letter.

Warranties. 8.1 The Sellers represent and 6.1 As at the date of this agreement, the Warrantors severally warrant jointly and severally to the Buyer Purchaser in the terms set out in Schedule 5 schedule 3 and each party acknowledges that the terms part 2 of Schedule 5 and this clause 8 are in the circumstances fair and reasonableschedule 4. 8.2 The Warranties are given subject to matters fully, fairly and accurately disclosed in sufficient detail to enable the Buyer to understand their nature and scope in the Disclosure Letter (‘Disclosed’) but no other information of which the Buyer has actual, constructive or imputed knowledge and no investigation or enquiry made by or on behalf of the Buyer shall modify or discharge the Sellers’ liability under the Warranties in any way and the provisions of section 6(2) of the Law of Property (Miscellaneous Provisions) Xxx 0000 are hereby excluded. 8.3 In so far as the Warranties relate to matters of fact, they shall constitute representations in reliance upon which the Buyer has entered into this Agreement. 8.4 6.2 Each of the Warranties is shall be construed as a separate representation or and independent warranty and (except where this agreement provides otherwise) shall not be limited or restricted in its extent or application by the terms of any of the other Warranties or by any other term of this AgreementWarranty. 8.5 Each 6.3 The rights and remedies of the Sellers undertakes with the Buyer that - (a) each Purchaser in respect of the Warranties shall remain true and accurate on each day up to and including the Completion Date as if any express or implied reference in Schedule 5 to the date breach of this Agreement were a reference to the Completion Date; and (b) it shall immediately disclose to the Buyer in writing any matter which becomes known to it before Completion and which gives rise, or might give rise, to a claim under the Warranties or which would materially affect the willingness of a prudent purchaser for value to purchase the Shares on the terms of this Agreement. 8.6 If any of the Warranties shall prove to be untrue survive Completion. 6.4 Except in respect of any misrepresentation, inaccuracy or misleading, the Sellers shall, without prejudice to any other right or remedy omission which may be available to the Buyer, pay to the Buyer (or to the relevant member has been made fraudulently each of the Buyer’s Group) on demand - (a) the amount by which the value of the Shares is less than it would have been had such Warranty been true Vendors waives and may not misleading; or (b) the amount necessary to put the Company and any member of the Buyer’s Group into the position it would have been in had such Warranty been true and not misleading; together with the amount of all costs and expenses (including legal and other professional fees and expenses, the costs of management time and all other consequential losses whether directly or indirectly arising) incurred directly or indirectly by the Buyer (or any member of the Buyer’s Group) or the Company which it would not have incurred had such Warranty been true and not misleading. 8.7 Each of the Sellers hereby waives enforce any right which it he may have in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by any directorthe Group or its officers or employees in enabling the Vendors to enter this agreement, officer or employee of the Company for the purpose of assisting the Sellers to give any of the Warranties or to prepare the Disclosure Letter. 6.5 The Warranties are given subject to matters Disclosed. 6.6 The Purchaser acknowledges and represents to the Vendors that it has not relied on any representations or warranties made by the Vendors or on their behalf by any person other than those included in this Agreement or any other agreement entered into pursuant to or for the purposes of this Agreement. 6.7 The Purchaser's sole remedy in the event of any breach of any warranty, undertaking or covenant in this agreement or the Tax Covenant or any other agreement to be entered into pursuant to or for the purposes of this agreement shall be in damages for breach of contract and (for the avoidance of doubt) the Purchaser shall have no right to rescind or terminate this agreement or any such other agreement after Completion. 6.8 The Purchaser acknowledges and agrees that in entering into this Agreement, and the documents referred to in it, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to this agreement or not) other than as expressly set out in this agreement as a Warranty. Nothing in this clause shall, however, operate to limit or exclude any liability for fraud. 6.9 The provisions of schedule 8 shall have effect in respect of the Vendors' liability under this agreement; 6.10 No representations, Warranties, indemnities or other assurance or comfort whatsoever are given under this agreement in favour of the Purchaser in relation to the state and repair of the incinerators operated by members of the Group and no representations, Warranties, indemnities or other statements (whether written or oral) made under or in connection with this agreement shall be construed so as to relate to such matters and the Purchaser will be deemed to have relied exclusively on their own investigations of all such matters provided that the state and repair of the incinerators may be used as evidence of breach of the Warranty in paragraph 6.9 of schedule 3. 6.11 Except as set out in paragraph 20 of schedule 3, no representations, Warranties indemnities or other assurance or comfort whatsoever are given under this agreement in favour of the Purchaser in relation to environmental matters and no representations, Warranties, indemnities or other statements (whether written or oral) made under or in connection with this agreement shall be construed so as to relate to such matters and the Purchaser will be deemed to have relied exclusively on their investigations of all such matters. 6.12 Except as set out in part 2 of schedule 3, no representations, Warranties indemnities or other assurance or comfort whatsoever are given under this agreement in favour of the Purchaser in relation to the Properties and no representations, Warranties, indemnities or other statements (whether written or oral) made under or in connection with this agreement shall be construed so as to relate to such matters and save as set out in part 2 of schedule 3 the Purchaser will be deemed to have relied exclusively on their investigations of all such matters.

Warranties. 8.1 The Sellers represent 6.1 In consideration of the Vendor agreeing to accept the Initial Cash Consideration as part of the consideration for the sale of the Sale Shares and warrant jointly enter into and severally become party to this Agreement, the Purchaser warrants to the Buyer Vendor that each of the Purchaser Warranties are materially true accurate and not misleading in any material respect as at the terms set out in Schedule 5 and each party acknowledges that the terms date of Schedule 5 and this clause 8 are in the circumstances fair and reasonableCompletion. 8.2 The 6.2 In consideration of the Purchaser entering into and becoming party to this Agreement, the Vendor warrants to the Purchaser that each of the Vendor Warranties are given subject materially true accurate and not misleading in any material respect as at the date of Completion. 6.3 Each of the Purchaser Warranties and Vendor Warranties is separate and, unless otherwise specifically provided, is not limited by reference to any other provision of this Agreement. 6.4 With the exception of the matters fullydisclosed to a party by the other party, fairly and accurately disclosed in sufficient detail to enable no information which could have been discovered (whether by investigation made by that party or made on its behalf) shall prejudice or prevent a claim under this Agreement or reduce any amount recoverable thereunder. 6.5 The Vendor agrees that any information supplied by the Buyer to understand their nature and scope in the Disclosure Letter (‘Disclosed’) but no other information of which the Buyer has actual, constructive Company or imputed knowledge and no investigation or enquiry made by or on behalf of any of the Buyer employees, directors, agents or officers of the Company (“Officers”) to the Vendor or their advisers in connection with the Vendor Warranties, the information disclosed or otherwise shall modify not constitute a warranty, representation or discharge guarantee as to the Sellers’ liability under accuracy of such information in favour of the Warranties in any way Vendor, and the provisions Vendor hereby undertakes to the Purchaser and to the Company and each Officer that it waives any and all claims which it might otherwise have against any of section 6(2) them in respect of the Law of Property (Miscellaneous Provisions) Xxx 0000 are hereby excludedsuch claims. 8.3 In so far as the Warranties relate to matters of fact, they shall constitute representations in reliance upon which the Buyer has entered into this Agreement. 8.4 Each of the Warranties is a separate representation or warranty and 6.6 The Purchaser agrees that it shall not be restricted entitled to recover an amount in its extent or application by the terms respect of any of the other Warranties or by any other term of liability pursuant to this Agreement, to the extent that such liability has already been recovered by it from a third party. 8.5 Each of 6.7 Notwithstanding anything contained in this Agreement, the Sellers undertakes with the Buyer Purchaser agrees that - (a) each save in the event of fraud, it shall not be entitled to recover an amount in respect of any liability or claim pursuant to this clause 6 in respect of the Vendor Warranties or pursuant to any other clause of this Agreement or otherwise in connection with this Agreement unless the Purchaser shall remain true and accurate have given written notice to the Vendor specifying in reasonable detail the basis of such liability or claim on each day up to and including or before the Completion Date as if any express or implied reference in Schedule 5 to date that is 12 months from the date of this Agreement were a reference to the Completion Date; and (b) it shall immediately disclose to the Buyer in writing any matter which becomes known to it before Completion and which gives riseCompletion, or might give rise, to a claim under the Warranties or which would materially affect the willingness of a prudent purchaser for value to purchase the Shares on the terms of this Agreement. 8.6 If any of the Warranties shall prove to be untrue or misleading, the Sellers shall, without prejudice to any other right or remedy which may be available to the Buyer, pay to the Buyer (or to the relevant member of the Buyer’s Group) on demand - (a) the amount by which the value of the Shares is less than it would have been had such Warranty been true and not misleading; or (b) the amount necessary Vendor shall not be liable for any claim made under or in connection with this Agreement to put the Company extent such claim, when added to any and any member all other claims made under or in connection with this Agreement, exceeds US$800,000, and (c) the Vendor shall not be liable for a claim to the extent such claim relates to information provided to the Purchaser in the Disclosure Bundle. 6.8 The Vendor shall not be liable for a claim against paragraph 13.4 of the Buyer’s Group into the position it would have been in had such Warranty been true and not misleading; together with Part 2 of Schedule 3 unless the amount of all costs and expenses (including legal and other professional fees and expenses, the costs any shortfall is in excess of management time and all other consequential losses whether directly or indirectly arising) incurred directly or indirectly by the Buyer (or any member of the Buyer’s Group) or the Company which it would not have incurred had such Warranty been true and not misleadingUS$5,000. 8.7 Each of the Sellers hereby waives any right which it may have in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by any director, officer or employee of the Company for the purpose of assisting the Sellers to give any of the Warranties or to prepare the Disclosure Letter.

Warranties. 8.1 The Sellers represent Xxxxxx represents and warrant jointly warrants to RoweCom (on behalf of itself and severally to as agent for the Buyer Purchasers) in the terms set out in Schedule 5 of the Warranties. The Warranties shall be deemed to have been repeated immediately prior to Completion by reference to the facts and each party acknowledges that the terms of Schedule 5 and this clause 8 are in the circumstances fair and reasonablethen subsisting. 8.2 The Warranties are given subject to matters fully, fairly and accurately disclosed in sufficient detail to enable the Buyer to understand their nature and scope in the Disclosure Letter (‘Disclosed’) but no other information of which the Buyer has actual, constructive or imputed knowledge and no investigation or enquiry made by or on behalf of the Buyer shall modify or discharge the Sellers’ liability under the Warranties in any way and the provisions of section 6(2) of the Law of Property (Miscellaneous Provisions) Xxx 0000 are hereby excluded. 8.3 In so far as the Warranties relate to matters of fact, they shall constitute representations in reliance upon which the Buyer has entered into this Agreement. 8.4 Each of the Warranties is shall be construed as a separate representation or warranty and warranty, and (unless expressly provided to the contrary) shall not be restricted in its extent or application limited by the terms of any of the other Warranties or by any other term of this Agreementagreement. 8.5 Each 8.3 Any information supplied by or on behalf of any member of the Sellers undertakes Group to or on behalf of Xxxxxx or on behalf of any member of the Xxxxxx Group in connection with the Buyer that - (a) each Warranties, the Disclosure Letters or otherwise in relation to this agreement or the business and affairs of any member of the Warranties Group shall remain true and accurate on each day up to and including the Completion Date not constitute a representation or warranty or guarantee as if any express or implied reference in Schedule 5 to the date accuracy thereof by any member of this Agreement were a reference the Group and Xxxxxx undertakes to RoweCom (on behalf of itself and as trustee of each member of the Completion Date; andGroup and their respective directors and employees) that it will not, and will procure that no member of the Xxxxxx Group will, bring any and all claims which it might otherwise have against any member of the Group (or any of their respective directors or employees in respect thereof) and Xxxxxx undertakes to indemnify RoweCom, any member of the Group and any of their respective directors and employees against any such claim. (b) it shall immediately disclose 8.4 Without restricting the rights of RoweCom or the ability of RoweCom to the Buyer in writing claim damages on any matter which becomes known basis available to it before Completion and which gives rise, or might give rise, to a claim under the Warranties or which would materially affect the willingness if Xxxxxx is in breach of a prudent purchaser for value to purchase the Shares on the terms of this Agreement. 8.6 If any of the Warranties Xxxxxx shall prove to be untrue or misleading, the Sellers shall, without prejudice to any other right or remedy which may be available to the Buyer, pay to the Buyer (or to the relevant member of the Buyer’s Group) RoweCom on demand - (a) the amount by which the value of the Shares is less than it would have been had such Warranty been true and not misleading; or (b) the amount necessary to put the Company and any member of the Buyer’s Group into the position it which would have existed if the said Warranties had not been breached. The quantum of any liability of Xxxxxx under this clause 8.4 shall not exceed the amount calculated in had such Warranty been true and not misleading; together accordance with the general law as to quantum of damages for breach of Warranties. 8.5 The liability of Xxxxxx under the Warranties and under clause 8.4 and the Indemnities (and references in schedule 4 to the Warranties shall be deemed to include reference to clause 8.4) shall be limited by schedule 4 if and to the extent that the limitations referred to in schedule 4 apply. 8.6 No information relating to the Group of which RoweCom has knowledge (actual or constructive) other than that contained in or referred to in this agreement and/or included in the Disclosure Letter and/or the Due Diligence Reports and no investigation by or on behalf of RoweCom shall prejudice any claim by RoweCom under the Warranties or reduce any amount recoverable thereunder. 8.7 The parties acknowledge that RoweCom is entering into this agreement and the other agreements referred to herein in reliance on the Warranties. 8.8 Xxxxxx acknowledges that it is the intention of RoweCom and Xxxxxx that RoweCom acquire all costs the Assets and expenses should be responsible for the Assumed Liabilities but should not inherit or become responsible for any other liabilities other than as agreed. Accordingly, save to the extent provided for in the Completion Accounts and subject to those provisions of schedule 4 which are expressed to apply to this clause 8.8, Xxxxxx undertakes to RoweCom (including legal for itself and other professional fees as trustee for each of the Purchasers and expenses, the costs of management time and all other consequential losses whether directly or indirectly arising) incurred directly or indirectly by the Buyer (or any each member of the Buyer’s Group) or the Company which it would not have incurred had such Warranty been true to indemnify and not misleading. 8.7 Each hold indemnified RoweCom and each of the Sellers hereby waives any right which it may have Purchasers and each Group Company against all liabilities whether accrued, absolute, contingent, or otherwise (including without limitation liabilities, as guarantor or otherwise, in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by any director, officer or employee obligations of others) of the Business, the Company, and/or the Subsidiaries; in each case to the extent such liabilities exist on or prior to but not as a result of Completion, or arise out of or relate to acts or omissions prior to Completion; but in each case only to the extent that such liabilities are not reflected in the Completion Accounts or are not Assumed Liabilities or the equivalent of Assumed Liabilities of any Group Company for or any liability relating to Tax of or relating to the purpose of assisting Company or the Sellers Subsidiaries (which is dealt with by the Tax Deed). 8.9 For the period up until Completion Xxxxxx shall give to give RoweCom all such information and documentation relating to the Group as RoweCom shall reasonably require to enable it to satisfy itself as to whether there has been any breach of the Warranties or to prepare the Disclosure LetterWarranties.

Warranties. 8.1 The Sellers represent Vendor represents, warrants and warrant jointly and severally undertakes to the Buyer Purchaser that the Vendor Warranties are true and accurate as of the date hereof and as of the Completion Date, in each case subject to any matter which is fairly disclosed in writing delivered to the Purchaser prior to the date hereof and any matter expressly provided for under the terms set out in Schedule 5 and each party of this Agreement. The Vendor acknowledges that the terms of Schedule 5 and Purchaser has entered into this clause 8 are Agreement in reliance upon the circumstances fair and reasonableVendor Warranties. 8.2 The Purchaser represents, warrants and undertakes to the Vendor that the Purchaser Warranties are given true and accurate as of the date hereof and as of the Completion Date (with reference to the facts and circumstances then existing), in each case subject to matters fully, any matter which is fairly and accurately disclosed in sufficient detail writing delivered to enable the Buyer to understand their nature Vendor no later than the date hereof and scope in the Disclosure Letter (‘Disclosed’) but no other information of which the Buyer has actual, constructive or imputed knowledge and no investigation or enquiry made by or on behalf of the Buyer shall modify or discharge the Sellers’ liability any matter expressly provided for under the Warranties in any way and terms of this Agreement. The Purchaser acknowledges that the provisions of section 6(2) of the Law of Property (Miscellaneous Provisions) Xxx 0000 are hereby excluded. 8.3 In so far as the Warranties relate to matters of fact, they shall constitute representations in reliance upon which the Buyer Vendor has entered into this AgreementAgreement in reliance upon the Purchaser Warranties. 8.4 8.3 Each of the Warranties is shall be construed as a separate representation or warranty Warranty and (save as expressly provided to the contrary) shall not be limited or restricted in its extent by reference to or application by inference from the terms of any of the other Warranties Warranty or by any other term of this Agreement. 8.5 Each 8.4 The Vendor undertakes to notify the Purchaser in writing promptly if prior to Completion it becomes aware of the Sellers undertakes with the Buyer that - (a) each of the Warranties shall remain true and accurate on each day up to and including the Completion Date as if any express or implied reference in Schedule 5 to circumstance arising after the date of this Agreement which would cause any Vendor Warranty (if the Vendor Warranties were a repeated with reference to the facts and circumstances then existing) to become untrue or inaccurate or misleading in any material respect. 8.5 The Purchaser undertakes to notify the Vendor in writing promptly if prior to Completion Date; and it becomes aware of any circumstance arising after the date of this Agreement which would cause any Purchaser Warranty (b) it shall immediately disclose if the Purchaser Warranties were repeated with reference to the Buyer in writing any matter which becomes known facts and circumstances then existing) to it before Completion and which gives rise, or might give rise, to a claim under the Warranties or which would materially affect the willingness of a prudent purchaser for value to purchase the Shares on the terms of this Agreement. 8.6 If any of the Warranties shall prove to be become untrue or misleading, the Sellers shall, without prejudice to inaccurate or misleading in any other right or remedy which may be available material respect. 9 LIMITATIONS ON CLAIMS The Warranties are subject to the Buyer, pay to the Buyer matters set out in Schedule 2 (or to the relevant member of the Buyer’s Group) Limitations on demand - (a) the amount by which the value of the Shares is less than it would have been had such Warranty been true and not misleading; or (b) the amount necessary to put the Company and any member of the Buyer’s Group into the position it would have been in had such Warranty been true and not misleading; together with the amount of all costs and expenses (including legal and other professional fees and expenses, the costs of management time and all other consequential losses whether directly or indirectly arising) incurred directly or indirectly by the Buyer (or any member of the Buyer’s Group) or the Company which it would not have incurred had such Warranty been true and not misleadingClaims). 8.7 Each of the Sellers hereby waives any right which it may have in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by any director, officer or employee of the Company for the purpose of assisting the Sellers to give any of the Warranties or to prepare the Disclosure Letter.

Warranties. 8.1 5.1 The Sellers represent Purchaser has entered into this Agreement and warrant jointly proposes to acquire the Shares on the faith of the Warranties. 5.2 In particular and severally without prejudice to the Buyer in generality of sub-clause 5.1 the terms set out in Schedule 5 Vendors hereby warrant and each party acknowledges represent to the Purchaser that the terms of Schedule 5 recitals to this Agreement and this clause 8 the Warranties are at the date hereof and will at Completion be true and accurate in the circumstances fair and reasonableall respects. 8.2 5.3 The Purchaser shall not be entitled to claim that any fact renders any of the Warranties are given subject untrue or misleading or caused them to matters fully, be breached if it has been fully fairly and accurately disclosed in sufficient detail to enable the Buyer to understand their nature and scope Purchaser in the Disclosure Letter (‘Disclosed’) but no other information Letter. 5.4 The Vendors hereby covenant and undertake to the Purchaser that, if after the date hereof it shall be found that any matter the subject of which the Buyer has actuala Warranty was not as warranted then, constructive or imputed knowledge and no investigation or enquiry made by or on behalf notwithstanding any further right of the Buyer shall modify or discharge Purchaser hereunder in respect of such breach of Warranty, if the Sellers’ liability under effect thereof is that:- 5.4.1 the Warranties in any way and the provisions of section 6(2) of the Law of Property (Miscellaneous Provisions) Xxx 0000 are hereby excluded. 8.3 In so far as the Warranties relate to matters of fact, they shall constitute representations in reliance upon which the Buyer has entered into this Agreement. 8.4 Each of the Warranties is a separate representation or warranty and shall not be restricted in its extent or application by the terms value of any of the other Warranties or by any other term of this Agreement. 8.5 Each of the Sellers undertakes with the Buyer that - (a) each of the Warranties shall remain true and accurate on each day up to and including the Completion Date as if any express or implied reference in Schedule 5 asset belonging to the date Company is less than its value would have been had there been no breach of this Agreement were a reference Warranty; or 5.4.2 any asset represented as belonging to the Completion DateCompany does not so belong; andor (b) 5.4.3 the Company has incurred or is under any liability or contingent liability which it would not have incurred or been under had there been no breach of Warranty; then the Vendors shall immediately disclose to the Buyer in writing any matter which becomes known to it before Completion and which gives rise, or might give rise, to a claim under the Warranties or which would materially affect the willingness of a prudent purchaser for value to purchase the Shares on the terms of this Agreement. 8.6 If any of the Warranties shall prove to be untrue or misleading, the Sellers shall, without prejudice to any other right or remedy which may be available to the Buyer, demand pay to the Buyer Purchaser (or or, if so requested by the Purchaser, to the relevant member of the Buyer’s GroupCompany) on demand - (a) an amount equal to the amount by which the value of the Shares net assets of the Company is less than it would have been had there been no such breach of Warranty been true and not misleading; orany such payment made by the Vendors shall be taken into account in assessing the damages of the Purchaser in connection with, arising out of or resulting from any such breach of Warranty. (b) 5.5 No claim by the Purchaser under the provisions of this Clause 5 shall be prejudiced nor shall the amount necessary of any such claim be reduced in consequence of any information relating to put the Company which may at any time have come to the knowledge of the Purchaser or any of its advisers (other than information contained in the Disclosure Letter and any annexure thereto) and it shall not be a defence to any claim against the Vendors that the Purchaser knew or ought to have known or had constructive knowledge of any information (other than information contained or supplied as aforesaid) relating to the circumstances giving rise to such claim. 5.6 The Warranties are separate and independent and save as expressly provided in this Agreement or in the Disclosure Letter shall not be limited by reference to any other paragraphs or anything in this Agreement and such Warranties shall remain in full force and effect notwithstanding Completion. 5.7 The Vendors shall procure that prior to Completion the Purchaser, its agents, accountants and solicitors are given promptly on request all such facilities and information regarding the business, assets, liabilities, contracts and affairs of the Company and any member of the Buyer’s Group into documents of title and other evidence of ownership of its assets as the position it would have been Purchaser may reasonably require. 5.8 The Vendors undertake (in had such Warranty been true and not misleading; together the event of any claim being made against any of them in connection with the amount of all costs and expenses (including legal and other professional fees and expenses, the costs of management time and all other consequential losses whether directly or indirectly arising) incurred directly or indirectly by the Buyer (or any member sale of the Buyer’s GroupShares to the Purchaser) not to make any claim against the Company, or the Company which it would not have incurred had such Warranty been true and not misleading. 8.7 Each a director or an employee of the Sellers hereby waives Company, on whom any of them may have relied before agreeing to any term of this Agreement or authorising any statement in the Disclosure Letter but so that this shall not preclude any Vendor from claiming against :- 5.8.1 any other Vendor under any right of contribution or indemnity to which it he may have in respect of be entitled; and 5.8.2 any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by any director, officer or employee of the Company for on whom they may have relied if they have been fraudulent; and each Vendor hereby agrees to consent to the purpose grant of assisting the Sellers injunctive relief to give any restrain a breach of the Warranties or undertaking contained in this sub-paragraph if requested by the Purchaser so to prepare the Disclosure Letterdo.

Warranties. 8.1 The Sellers represent and warrant jointly and severally QUALCOMM warrants only to Buyer that for a period of ninety (90) days after delivery to the Buyer Delivery Point that (i) the Products (excluding the Software) will be free from material defects in workmanship and materials under normal use, and (ii) the terms set out Software will be free from programming errors which significantly impair its operation for the purposes expressly contemplated in Schedule 5 and each party acknowledges that the terms of Schedule 5 and this clause 8 are in the circumstances fair and reasonable. 8.2 The Warranties are given subject to matters fully, fairly and accurately disclosed in sufficient detail to enable the Buyer to understand their nature and scope in the Disclosure Letter (‘Disclosed’) but no other information of which the Buyer has actual, constructive or imputed knowledge and no investigation or enquiry made by or on behalf Agreement. Buyer’s sole remedy for breach of the Buyer above warranty shall modify or discharge be the Sellers’ liability under the Warranties in any way and the provisions of section 6(2) return of the Law of Property (Miscellaneous Provisions) Xxx 0000 are hereby excluded. 8.3 In so far as allegedly defective item to QUALCOMM at Buyer’s sole expense and, if QUALCOMM determines that such item is defective and covered by warranty, QUALCOMM shall repair or replace, at QUALCOMM’s sole option, the Warranties relate item or, if QUALCOMM determines that it is unable to matters of factrepair or replace such item, they QUALCOMM shall constitute representations refund to Buyer the price paid therefor. Notwithstanding the foregoing, no warranty, expressed or implied, shall extend to any Product which has been subjected to misuse, neglect, accident, or improper storage or installation or which has been repaired, modified, or altered by anyone other than QUALCOMM or in reliance upon which the Buyer has entered into this Agreement. 8.4 Each of the Warranties is a separate representation or warranty manner not otherwise authorized by QUALCOMM. QUALCOMM does not warrant and shall not be restricted in its extent responsible for any design, specification, drawing or application other data or information furnished by the terms of it to Buyer hereunder. QUALCOMM MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR AGAINST INFRINGEMENT, OR ANY EXPRESS OR IMPLIED WARRANTY ARISING OUT OF TRADE USAGE OR OUT OF A COURSE OF DEALING OR COURSE OF PERFORMANCE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY QUALCOMM OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY PROVIDED HEREIN. Buyer hereby acknowledges and agrees that it has not relied on any of the representations or warranties other Warranties or by any other term of this Agreementthan those expressly set forth herein. 8.5 Each of the Sellers undertakes with the Buyer that - (a) each of the Warranties shall remain true and accurate on each day up to and including the Completion Date as if any express or implied reference in Schedule 5 to the date of this Agreement were a reference to the Completion Date; and (b) it shall immediately disclose to the Buyer in writing any matter which becomes known to it before Completion and which gives rise, or might give rise, to a claim under the Warranties or which would materially affect the willingness of a prudent purchaser for value to purchase the Shares on the terms of this Agreement. 8.6 If any of the Warranties shall prove to be untrue or misleading, the Sellers shall, without prejudice to any other right or remedy which may be available to the Buyer, pay to the Buyer (or to the relevant member of the Buyer’s Group) on demand - (a) the amount by which the value of the Shares is less than it would have been had such Warranty been true and not misleading; or (b) the amount necessary to put the Company and any member of the Buyer’s Group into the position it would have been in had such Warranty been true and not misleading; together with the amount of all costs and expenses (including legal and other professional fees and expenses, the costs of management time and all other consequential losses whether directly or indirectly arising) incurred directly or indirectly by the Buyer (or any member of the Buyer’s Group) or the Company which it would not have incurred had such Warranty been true and not misleading. 8.7 Each of the Sellers hereby waives any right which it may have in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by any director, officer or employee of the Company for the purpose of assisting the Sellers to give any of the Warranties or to prepare the Disclosure Letter.