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) ▇▇▇ ▇▇▇▇ 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 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) ▇▇▇ ▇▇▇▇ 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 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) ▇▇▇ ▇▇▇▇ 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 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) ▇▇▇ ▇▇▇▇ 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) ▇▇▇ ▇▇▇▇ 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 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) ▇▇▇ ▇▇▇▇ 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 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 case of the Buyer shall modify Warranties that are repeated on the Effective Date only and in respect of events or discharge circumstances arising following the Sellers’ liability under date of this Agreement only), the Supplementary Disclosure Letter (if any) and for this purpose “fairly disclosed” for the purposes of the 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 matter concerned. For the purposes of the Warranties that are repeated on the Effective Date, any express or implied reference in any way and the provisions Warranties to the date of section 6(2) this Agreement shall be deemed replaced by a reference to the Effective Date, 9.2 For the purposes of clause 9.1(b), the level of the Law Vendor’s awareness shall be limited only to the actual awareness of Property (Miscellaneous Provisions) ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ are hereby excluded▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ having made reasonable enquiry of the Key Employees (but, for the avoidance of doubt, no other enquiries). 8.3 In so far as 9.3 The provisions of Schedule 6 which, among other things, negate, limit, regulate or otherwise affect the Warranties relate liability of the Vendor in relation to matters of factClaims shall remain in full force and be fully applicable in all circumstances and, they shall constitute representations in reliance upon which the Buyer has entered into this Agreement. 8.4 Each particular, notwithstanding any breach of the Warranties is a separate representation or warranty any claim against the Vendor in respect of the Warranties, whatever its nature or consequences. 9.4 The Purchaser acknowledges and shall agrees that it does not be restricted rely on and has not been induced to enter into this Agreement on the basis of any warranties, representations, covenants, undertakings, indemnities or other statements whatsoever, other than those expressly set out in its extent or application by this Agreement and acknowledges and agrees that neither the terms of Vendor, nor any of the Company or its Subsidiaries, nor any of their agents, advisers, respective officers or employees have given any such warranties, representations, covenants, undertakings, indemnities or other Warranties statements including, without 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 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 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 The Sellers represent and warrant jointly and severally SELLER WARRANTS THAT AT THE TIME OF DELIVERY (I) PRODUCT IS FREE AND CLEAR OF ALL LIENS, ENCUMBRANCES AND SECURITY INTERESTS; AND (II) PRODUCT COMPLIES WITH SELLER’S PUBLISHED SPECIFICATIONS (OR AS OTHERWISE REFERENCED IN THE CONTRACT). SELLER MAKES NO OTHER WARRANTY OR GUARANTEE OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY. 1. BUYER SHALL INSPECT THE PRODUCT SUPPLIED HEREUNDER IMMEDIATELY AFTER DELIVERY. EXCEPT WITH RESPECT TO CLAIMS FOR SHORTAGES[ OR FOR LATENT DEFECTS (AS PROVIDED BELOW)], BUYER’S FAILURE TO GIVE NOTICE TO SELLER OF ANY CLAIM WITHIN […***…] AFTER THE DATE OF DELIVERY SHALL CONSTITUTE UNQUALIFIED ACCEPTANCE OF THE PRODUCT AND A WAIVER BY BUYER OF ALL CLAIMS WITH RESPECT THERETO. Buyer may reject any portion of any shipment of the Product that does not conform to the Buyer warranties set forth in the terms set out in Schedule 5 and each party acknowledges Contract by giving notice to Seller of such claim within […***…] after the date of delivery[; provided, however, that the terms of Schedule 5 and this clause 8 are in the circumstances fair and reasonable. 8.2 The Warranties are case of any Product having latent defects that could not have been discovered by Buyer within […***…] of delivery despite reasonable inspection by Buyer, Buyer may reject such Product by giving written notice to Seller of Buyer’s rejection of such Product within […***…] after discovery of such latent defect(s), but such notice may in no event be 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 later than […***…] after receipt of which the Buyer has actual, constructive such shipment]. Whether 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) not Seller accepts ▇▇▇ ▇▇▇’s basis for rejection, Seller will supply replacement Products within […***…] of notice of rejection at no additional cost. Within […***…] of receiving any notice of rejection from ▇▇▇▇▇, ▇▇▇▇▇▇ 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 - will respond stating whether (a) each of it accepts the Warranties shall remain true and accurate on each day up to and including the Completion Date as if any express rejection 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 disputes the Buyer rejection, in writing any matter which becomes known to it before Completion and which gives rise, or might give rise, case the parties will refer such dispute to a claim under mutually acceptable independent third party with the Warranties appropriate expertise to assess the conformity 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 non-conformity of the Warranties rejected Product. Such independent third party shall prove to test the applicable Product and shall determine whether such Products were conforming or non-conforming. The parties agree that such third party’s determination shall be untrue or misleading, final and binding upon the Sellers shall, without prejudice to any other right or remedy which may be available to parties. The party against whom 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, independent third party rules shall bear the costs of management time testing by such independent third party, and all other consequential losses whether directly or indirectly arising) incurred directly or indirectly by if such third party determines that ▇▇▇▇▇▇’s rejection of Product was incorrect, Seller will purchase and pay for both the Buyer (or any member of the Buyer’s Group) or the Company which it would not have incurred had such Warranty been true initially rejected and not misleadingreplacement Products. CLAIMS FOR SHORTAGES MUST BE RECEIVED BY SELLER IN WRITING WITHIN […***…] AFTER DELIVERY OF PRODUCTS. SELLER SHALL BE GIVEN A REASONABLE OPPORTUNITY TO INSPECT ANY SHIPMENT CLAIMED BY BUYER TO CONTAIN A SHORTAGE. SELLER SHALL PROMPTLY DELIVER PRODUCT FOR ANY CLAIMED SHORTAGE WITHIN […***…] AFTER WRITTEN NOTICE OF SUCH SHORTAGE BY SELLER, AT SELLERS EXPENSE. 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 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) ▇▇▇ ▇▇▇▇ 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 The Sellers represent ▇▇▇▇▇ ▇▇ 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 materials for a period of one (1) year commencing on the Buyer in 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 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 receipt of the Products by Buyer. The obligation of ▇▇▇▇▇ ▇▇ and Buyer’s sole and exclusive remedy hereunder for a breach of the foregoing 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; or (ii) a refund of the purchase price paid for the defective or damaged Products. Buyer shall modify or discharge the Sellers’ liability under the Warranties not return Products unless so authorized in any way and the provisions writing by an officer of section 6(2) of the Law of Property (Miscellaneous Provisions) ▇▇▇▇▇ ▇▇. ▇▇▇▇▇ are hereby excluded. 8.3 In so far ▇▇ shall have the right to inspect Products at Buyer’s location. Notwithstanding the foregoing warranties and remedies, ▇▇▇▇▇ ▇▇ shall have no obligation hereunder if Products become defective in whole or in part as the Warranties relate a result of improper use, alteration, neglect or abuse after having been delivered 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 riseBuyer, or might give risefor damage resulting from fire, flood or acts of God. ▇▇▇▇▇ agrees to a claim under indemnify ▇▇▇▇▇ ▇▇ 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 ▇▇▇▇▇ ▇▇ WITH REFERENCE TO THE PRODUCTS, WHICH EXTENDS BEYOND THE SPECIFICATIONS MUTUALLY AGREED UPON BY ▇▇▇▇▇ ▇▇ 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 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) ▇▇▇ ▇▇▇▇ 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) ▇▇▇ ▇▇▇▇ 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) ▇▇▇ ▇▇▇▇ 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 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 Company 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. 5.5 No information relating to the Company of Property which the Series B Investors have knowledge (Miscellaneous Provisionsactual 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 Warrantor is aware” or words having similar effect, such Warranty shall be deemed to include a statement that such awareness means both the actual knowledge of the Company and also such knowledge which the Company would have had if it had made duo and careful enquiry of ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ are hereby excluded. 8.3 In so far as the Warranties relate ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇ 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 ascertain whether each Warranty 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 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 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) ▇▇▇ ▇▇▇▇ 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 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 nature and scope in ensure that the Disclosure Letter (‘Disclosed’) but no other information Company does not do anything during the Interim Period which would be materially inconsistent with any of which 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 has actual, constructive or imputed knowledge and no investigation or enquiry made by or on behalf of the Buyer shall modify or discharge relevant occurrence summarizing the Sellers’ liability under the Warranties in any way and the provisions of section 6(2) nature of the Law 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 Property the knowledge, information and 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 (Miscellaneous Provisionsas listed in Schedule 2) and each of ▇▇▇▇▇ ▇’▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇ 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 7.9 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. 7.10 With the exception of the matters Disclosed, no information of which the Buyer and/or its agents and/or its advisers has constructive or imputed knowledge shall prejudice any Claim or 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 separate warranty, representation or warranty 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 have no right to rescind or terminate this agreement after Completion and the Buyer’s sole remedy for breach of 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 transactions contemplated hereby, have, where required, been duly and validly authorised and no other proceedings or actions on the part of the Buyer and/or the Guarantor are necessary to authorise this agreement and the other documents referred to in it or to complete the transactions contemplated herein; and 7.15.2 the execution and delivery by the Buyer and the Guarantor of this agreement and the documents referred to in it in compliance with their respective terms shall not breach or constitute a default under any agreement or instrument to which the Buyer or 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. 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 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 Claim, Tax Warranty Claim or 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 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 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇. 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) ▇▇▇ ▇▇▇▇ (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 5.1 The Sellers represent Warrantors acknowledge that the Investor has been induced to enter into this agreement and warrant to subscribe for the New Shares on the basis of and in reliance upon the Warranties amongst other things. 5.2 The Warrantors jointly and severally warrant to the Buyer in Investor that each and every Warranty is true, accurate and not misleading at the terms set out in Schedule 5 and each party acknowledges that date of this agreement subject only to: (a) 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 Disclosed in the Disclosure Letter Letter; and (‘Disclosed’b) but 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 information Warranty or by the other terms of which this agreement and the Buyer has actualDisclosure Letter. 5.4 The rights and remedies of the Investor in respect of any breach of any of the Warranties shall not be affected by Completion, constructive or imputed knowledge and no any investigation or enquiry made by or on behalf of the Buyer Investors into the affairs of the Company 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. 5.5 The Investor shall modify or discharge have the Sellers’ liability under right to claim in respect of any breach of the Warranties in either against the Company or against any way and the provisions of section 6(2) of the Law other Warrantors and/or partly against the Company and partly against any of Property (Miscellaneous Provisions) ▇▇▇ ▇▇▇▇ are hereby excludedthe other Warrantors and in the case of a Claim against the Company no counterclaim or right of contribution or indemnity shall lie against the other Warrantors and in the case of a Claim against any or all of the other Warrantors no counterclaim or right of contribution or indemnity shall lie by any of them against the Company or any other Warrantor. 8.3 In 5.6 Where any Warranty is qualified by the expression "so far as the Warranties relate Warrantors are aware" or words having similar effect, such Warranty shall be deemed to matters include a statement that such awareness means both the actual knowledge of fact, they shall constitute representations in reliance upon the Managers and also such knowledge which the Buyer has entered into this AgreementManagers would have had if they had made reasonable enquiry of all relevant persons. 8.4 Each 5.7 The Investor agree among themselves that the following provisions shall (unless they subsequently agree amongst themselves to the contrary acting by way of an Investor Majority) apply in relation to the Warranties is a separate representation or warranty and shall not be restricted in its extent or application by the terms enforcement of any of the other Warranties or by any other term of this Agreement. 8.5 Each obligations of the Sellers undertakes with Warrantors owed to the Buyer that -Investors under this agreement (the "Obligations"): (a) each no claim in respect of any breach of the Warranties Obligations 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 be brought by any of the Warranties shall prove to be untrue or misleading, Investor without 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 prior written consent of an Investor Majority provided that all Investor have been informed of the Buyer’s Group) on demand - (a) the amount by which the value breach of the Shares is less than it would have been had such Warranty been true Obligations and not misleading; orconsulted prior to an Investor Majority decision being made; (b) the amount necessary costs incurred by any Investor in bringing a claim in respect of any breach of the Obligations shall be borne by all of the Investors proportionately to put their holding of shares in the capital of the Company and at that time; and (c) any member damages obtained as a result of any claim in respect of any 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 Obligations will, after deduction of all costs and expenses (including legal and other professional fees and expenses, be divided amongst the Investor in such proportions. Any 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 bear its proportion of the costs of management time and all other consequential losses whether directly or indirectly arisingreferred to in (b) incurred directly or indirectly by the Buyer above (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 costs per Investor shall increase rateably for the purpose of assisting the Sellers remaining Investors) nor entitled to give any of the Warranties or damages referred to prepare the Disclosure Letterin (c) above.

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) ▇▇▇ ▇▇▇▇ 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 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 Purchaser have a material adverse effect on their business or reputation. 8.9 If the Sellers pay to 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 Property (Miscellaneous Provisionsi) the amount paid to the Purchaser by the Sellers pursuant to the Relevant Claim; and (ii) the amount recovered from the third party, in each case less all costs, charges and expenses reasonably incurred by the Purchaser in obtaining (or consequent upon obtaining) that payment and in recovering that amount from the third party. 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 or any other term of this Agreement or in respect of its subject matter. 8.11 The Purchaser shall not be entitled to recover from the Sellers the same sum or loss more than once in respect of any Relevant Claim. 8.12 Where a warranty is qualified by the words “so far as the Seller is aware”, or any similar expression, each of the Sellers acknowledges that it has represented to the Purchaser that such warranty has been so qualified after due enquiry of the Aberdeen based Senior Management Team and ▇▇▇▇▇▇▇▇ ▇▇▇▇ are hereby excluded▇▇▇, 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 make enquiries of any other person in relation to the Warranties. 8.3 In so far as 8.13 The Purchaser acknowledges and agrees that at the Warranties relate to matters time of fact, they shall constitute representations in reliance upon which the Buyer has entered entering into this Agreement.Agreement it does not have: 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 8.13.1 knowledge of any of matter or thing which, save as disclosed in the other Warranties or by any other term of this Agreement. 8.5 Each of the Sellers undertakes Disclosure Letter, is inconsistent 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 DateWarranties; and (b) it 8.13.2 knowledge that the matter or thing could result in a Relevant Claim, and such acknowledgement shall immediately disclose to the Buyer in writing be binding on any matter which becomes known to it before Completion and which gives rise, or might give rise, to person bringing 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 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 of the Buyer’s Group) or the Company which it would not have incurred had such Warranty been true and not misleadingWarranties. 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 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) ▇▇▇ ▇▇▇▇ 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 ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 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 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 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 make an accurate assessment of the Buyer shall modify situation; and 7.4.2. if requested by the Buyers, use its reasonable endeavours to prevent or discharge remedy the notified occurrence. 7.5. If a Sellers’ liability under Warranty is qualified by the Warranties in any way and expression so far as the provisions of section 6(2) Seller is aware or to the best of the Law knowledge, information and belief of Property (Miscellaneous Provisions) 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 ▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ Jetten, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ are hereby excludedMontana, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇. 8.3 In so far as 7.6. Each of the Sellers’ Warranties relate is separate and, unless otherwise specifically provided, is not limited by reference to matters of fact, they shall constitute representations any other Sellers’ Warranty or any other provision in reliance upon which the Buyer has entered into this Agreement. 8.4 Each 7.7. Except for the matters specifically disclosed, no information of which the Warranties is a separate representation Buyers, their agents or warranty and shall not be restricted advisers has knowledge (in its extent each case whether actual, constructive or application imputed), or which could have been discovered (whether by investigation made by the terms 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 nor awareness of there being any breach of any of the other Sellers’ Warranties or by any other term the Sellers as at the date of this Agreement. 8.5 Each 7.9. The Sellers agree that the supply of any information by or on behalf of any member of the Target Group or the Dutch Seller or any of their respective employees, directors, agents or officers (“Officers”) to the Sellers undertakes or their advisers in connection with the Buyer that - (a) each Sellers’ 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 Warranties shall remain true Sellers. Save in the case of fraud, the Sellers unconditionally and accurate on each day up to irrevocably waives all and including any rights and claims that they may have against any member of the Completion Date as if Target Group or any express Officer or implied reference Employee in Schedule 5 respect of or relating to the date preparation 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 riseDisclosure Letter, 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 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 name “Revenue (2012) split by country.xlsx”, they have obtained all mandatory approvals and consents and made all mandatory filings and notifications required in connection with the Transaction in accordance with applicable competition law and regulations. 7.11. The rights and remedies of the parties in respect of any claim under this Agreement or claim under the Tax Deed shall not be affected by Completion or failure by the other parties to rescind 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 7.12. Save to the Buyerextent expressly provided otherwise in this Agreement all warranties, pay to the Buyer (or to the relevant member indemnities, undertakings, agreements, covenants and obligations 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 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(2any warranty incorporated under Clause 37 or in the Special Provisions shall prevail. In addition to all other express or implied warranties, Seller warrants that the Goods will be: (i) free from defects in 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 the Law 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 Property one (Miscellaneous Provisions1) ▇▇▇ year after acceptance by ▇▇▇▇ are hereby excluded. 8.3 In so far ▇▇, Buyer may return such Goods to Seller at Seller's expense for correction, replacement or credit, as the Warranties relate to matters of fact, they Buyer may direct. Any Goods corrected or furnished in replacement 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 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 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) ▇▇▇ ▇▇▇▇ 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 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) ▇▇▇ ▇▇▇▇ 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 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) ▇▇▇ ▇▇▇▇ 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 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) ▇▇▇ ▇▇▇▇ 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 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) ▇▇▇ ▇▇▇▇ 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 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) ▇▇▇ ▇▇▇▇ 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 The Sellers represent (a) Cortendo represents and warrant jointly warrants to ATL and severally to agrees that on the Buyer in the terms set out in Schedule 5 Start Date and separately on 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 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 discharge sophisticated investor (within the Sellers’ liability under the Warranties in any way and the provisions meaning of section 6(2) 708 of the Law Corporations Act) exempt from the disclosure requirements of Property 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; (Miscellaneous Provisionsii) 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 ▇▇▇ ▇▇▇▇ are hereby excluded.(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; 8.3 In so far (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 Subscription Shares including, without limitation, any restrictions on re-sale of the Subscription Shares (including the restrictions in sections 707(2), 707(3) and 707(5) of the Corporations Act) and the particular tax consequences of subscribing, owning or disposing of the Subscription Shares in light of its particular situation, as well as any consequences arising under the Warranties relate laws of any jurisdiction, and has decided to matters agree to subscribe for the Subscription Shares based on its own enquiries; (iv) it is not acquiring the Subscription Shares with the purpose of factselling or transferring the Subscription Shares, they shall or granting, issuing or transferring interests in, or options over, the Subscription Shares; (v) this agreement does not constitute representations financial product advice or a recommendation to 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 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) ▇▇▇ ▇▇▇▇ 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 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) ▇▇▇ ▇▇▇▇ 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 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) ▇▇▇ ▇▇▇▇ 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 11.1 Distributor has conducted a due diligence review of Principal and Third Parties employed by Principal in connection with the activities contemplated hereunder and during such due diligence the Principal has answered all of the questions of Distributor and complied with all of the document requests of Distributor. 11.2 The Sellers represent Principal represents and warrant jointly and severally warrants that as at the Commencement Date: 11.2.1 it has disclosed to the Buyer Distributor all material information known to it or its Associates concerning the safety or efficacy of the Product in the terms set out Field and it is not aware of any safety or efficacy concerns with respect to the Product in Schedule 5 the Field which are not reflected in the documentation made available in the course of Distributor’s due diligence review and each party acknowledges disclosed to the Distributor before the Commencement Date; 11.2.2 to its knowledge, there are no litigations, suits, actions, arbitration, judicial or legal, administrative or other proceedings or governmental investigations pending or threatened against the Principal or its Associates which would be reasonably expected to affect or restrict the ability of the Principal to consummate the transactions under this Agreement or to perform its obligations under this Agreement; nor to its knowledge are there any litigation, suits, actions, disputes, claims, arbitrations, judicial or legal, administrative or other proceedings or governmental investigations pending against the Principal or its Associates in connection with the Product or the Principal Intellectual Property (other than patent prosecution proceedings); 11.2.3 the Principal Intellectual Property comprises all the Intellectual Property Controlled by the Principal and its Associates relating to the manufacture, use or sale of the Product in the Field in the Territory; 11.2.4 the Principal and its Associates have on the Commencement Date no knowledge that would cast doubt upon the validity or enforceability of any issued patent within the Principal Intellectual Property, or upon the ability of the Principal to make and sell the Product (as it exists as of the Commencement Date) in the Field within the Territory without infringing any Third Party intellectual property; 11.2.5 the Principal has disclosed to the Distributor all Intellectual Property rights licensed to the Principal by Third Parties and necessary for the Distributor to lawfully exercise its rights and perform its obligations under this Agreement and the Principal is lawfully authorised to sub-license the same in accordance with this Agreement; 11.2.6 the Principal has no knowledge that, with respect to the Product (as it exists as of the Commencement Date), it will infringe in any material respect any Intellectual Property of any Third Party in the Territory. The Principal has not received any notice that, with respect to the Product (as it exists as of the Commencement Date), it is violating or has violated the trademarks, patents, copyrights, inventions, trade secrets, proprietary information and technology, know-how, formulae, rights of publicity or other Intellectual Property rights of any Third Party; 11.2.7 neither the execution and delivery of this Agreement nor the performance hereof by the Principal requires the Principal to obtain any permits, authorisations or consents from any governmental authority (subject to obtaining all necessary approvals with respect to the manufacture, use or sale of the Product in the Territory) or from any other person, firm or corporation; 11.2.8 the Principal is not under any obligation to any person, contractual or otherwise, that is materially conflicting or inconsistent in any respect with the terms of Schedule 5 this Agreement or that would impede the diligent 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 complete fulfilment of the Buyer shall modify or discharge the Sellers’ liability Principal’s obligations under the Warranties this Agreement in any way material respect; 11.2.9 SkyePharma plc and/or Jagotec AG have represented to the Principal that the Principal is the exclusive licensee of SkyePharma plc’s and/or Jagotec AG’s proprietary rights regarding SkyePharma’s and/or Jagotec’s technology in connection with oral glucocorticoids and Principal has no reason to believe that SkyePharma and/or Jagotec have misrepresented the provisions of section 6(2) of fact to Principal in this regard; and 11.2.10 the Law of Property (Miscellaneous Provisions) ▇▇▇ ▇▇▇▇ are hereby excluded. 8.3 In so far as the Warranties relate Principal has full power and authority to matters of fact, they shall constitute representations in reliance upon which the Buyer has entered lawfully enter into this Agreement. 8.4 Each of the Warranties is a separate representation or warranty Agreement and shall not breach any term of any agreement with any Third Party in doing so. 11.3 The Distributor represents and warrants that as at the Commencement Date: 11.3.1 to its knowledge, there are no claims or investigations pending or threatened against the Distributor or any of its Associates, which could affect the Distributor’s ability to perform its obligations hereunder nor to its knowledge are there any other circumstances which can reasonably be restricted expected to prevent, delay or to have any other detrimental influence on the Launch of the Product as contemplated hereunder; and 11.3.2 the Distributor is not under any obligation to any person, contractual or otherwise, that is conflicting or inconsistent in its extent or application by any respect with the terms of any this Agreement or that would impede the diligent and complete fulfilment of the other Warranties or by Distributor’s obligations under this Agreement in any other term of this Agreementmaterial respect. 8.5 11.4 Each party represents and warrants to the other that as of the Sellers undertakes with the Buyer that - Commencement Date, (a) each of it has the Warranties shall remain true corporate power and accurate on each day up authority and the legal right to and including the Completion Date as if any express or implied reference in Schedule 5 to the date of enter into this Agreement were a reference to the Completion Dateand perform its obligations hereunder; and (b) it shall immediately disclose has taken all necessary corporate action on its part required to authorize the Buyer execution and delivery of this Agreement and the performance of its obligations hereunder; and (c) this Agreement has been duly executed and delivered on behalf of such party, and constitutes a legal, valid, and binding obligation of such party that is enforceable against it in writing accordance with its terms. 11.5 Except as expressly provided herein, neither the Principal nor the Distributor makes any matter which becomes known to it before Completion and which gives riseother representations, warranties or might give rise, to a claim covenants 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 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) ▇▇▇ ▇▇▇▇ 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 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) ▇▇▇ ▇▇▇▇ 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 9.1 Each of the Sellers represent severally warrants (in respect of itself only and warrant jointly and severally not any other person) to the Buyer in the terms set out of part 1 of schedule 4 in Schedule 5 relation to that Seller only, both as at the Signing Date and each party acknowledges that as at Completion. 9.2 Each of the Sellers severally warrants to the Buyer in the terms of Schedule 5 schedule 4 (other than part 1 thereof) and this clause 8 are part 2 of schedule 5, in each case both: 9.2.1 as at the Signing Date, except as disclosed in the circumstances fair Disclosure Letter; and 9.2.2 as at Completion, except as disclosed in the Disclosure Letter and reasonablethe Completion Disclosure Letter. 8.2 The 9.3 For the purposes of clauses 9.1 and 9.2.2, where any Warranties are given subject as at Completion, any references in any of the Warranties to matters fully, fairly and accurately the Signing Date shall be regarded as a reference to the Completion Date. 9.4 A matter shall be regarded for the purposes of clause 9.2 as disclosed in sufficient the Disclosure Letter and/or the Completion Disclosure Letter only to the extent that the disclosure is contained in the Disclosure Letter or any of the documents attached or specifically referred to in the Disclosure Letter by referencing the location in the Data Room to it and/or in the Completion Disclosure Letter or any of the documents attached to it or specifically referred to in the Completion Disclosure Letter by referencing the location in the Data Room and in either case is made in such manner and in such detail to enable the Buyer to understand their nature and scope make a reasonable assessment of the matter concerned. The provisions of this clause 9.4 shall prevail over any provision to the contrary in the Disclosure Letter (‘Disclosed’) but no other information of which and/or the Completion Disclosure Letter. 9.5 The Sellers shall be entitled to deliver to the Buyer has actualimmediately prior to Completion the Completion Disclosure Letter disclosing matters relating to the Warranties, constructive but may disclose in the Completion Disclosure Letter only facts or imputed knowledge circumstances arising after the Signing Date and no investigation or enquiry made by or on behalf of to the Buyer shall modify or discharge extent that the Sellers’ liability under the Warranties in Completion Disclosure Letter purports to disclose any way and the provisions of section 6(2) of the Law of Property (Miscellaneous Provisions) ▇▇▇ ▇▇▇▇ are hereby excluded. 8.3 In so far as the Warranties relate to other matters, those 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 regarded 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 disclosed for the purpose purposes of assisting the Sellers to give any of the Warranties or to prepare the Disclosure Letterclause 9.

Warranties. 8.1 6.1 The Sellers represent Warrantors acknowledge that the Investor has been induced to enter into this Agreement and warrant to subscribe for the New Shares on the basis of and in reliance upon the Warranties amongst other things. 6.2 The Warrantors jointly and severally warrant to the Buyer in the terms irvestor that each and every Warranty set out in Schedule 5 4 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 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) ▇▇▇ ▇▇▇▇ 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 misleading at the date of this Agreement were and at the Closinc and Fulfilment Date subject only to any exceptions expressly provided for under this Agreement. 6.3 Each Warranty is a separate and independent warranty, and, saves as othe-wise expressly provided, no Warranty shall be limited by reference to any other Warranty or 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, 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 other terms of this Agreement. 8.6 If 6.4 The rights and remedies of the Investor in respect of any breach of any of the Warranties shall prove not be affected by Closing, any investigation made any or on behalf of the Investor into the affaires of the Group and Chinacomm or ary other event or matter whatsoever which otherwise might have affected such rights and remedies except a specific and duly authorized written waiver of release. 6.5 Where any Warranty is qualified by the expression "so far as the Warrantors are aware” or words having similar effect, such Warranty shall be deemed to include a statement that such awareness means both the actual knowledge of the Warrantors and also such knowledge which the Warrantors would have had if they had made reasonable enquiry of all relevant persons. 6.6 Any information suppled by the Company, Chinacomm and any other Group Company, and their respective officers, employees or agents to the Warrantors or their agents, representatives or advisers in connection with or which forms the basis of, any of the Warrarties or otherwise in relation to the business and affairs of the Company or Chinacomm or any Group Compary (whether before or after the date hereof) shall be untrue deemed not to irclude or misleadinghave included a representation, warrarty or guarantee of its accuracy by the Sellers shallCompany, without prejudice Chinacornm ard any Group Company to the Warrantors and shall not constitute a defence to any other right or remedy which may be available to Claim by the BuyerInvestor. The Warrantors hereby irrevocably waive any and all claims against the Company, 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 Chinacomm 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 expensesCompany, the costs of management time and all other consequential losses whether directly their respective officerss, employees 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 agents in respect of any misrepresentationinformation so supplied (and undertakes that no other person claiming under or through it will make any such claim) save for those claims arising out of fraud or wilful misrepresentation by the Company, inaccuracy Chinacomm any Group Company, and their respective officers, employees 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 Letteragents.

Warranties. 8.1 9.1 Each of the Specified Shareholders warrants to the Buyer as at the date of this agreement in the terms of the Title Warranties, but only in respect of itself and/or its Shares. The Sellers represent and Warrantors warrant jointly and severally to the Buyer in the terms set out in Schedule 5 of the Warranties and each party acknowledges that the terms Tax Warranties as at the date of Schedule 5 and this clause 8 are in the circumstances fair and reasonableagreement, save as Disclosed. 8.2 9.2 The Warranties are given subject shall be deemed repeated by each of the Warrantors immediately before Completion by reference to matters fullythe then existing facts and circumstances, fairly and accurately disclosed in sufficient detail to enable the Buyer to understand their nature and scope in the Disclosure Letter (‘save as Disclosed’) but no other . 9.3 No information of which the Buyer Buyer, its agents or advisers has actual, actual or constructive or imputed knowledge and no investigation shall affect or enquiry made by limit any Claim or on behalf claim for breach of a Tax Warranty or operate to reduce any amount recoverable thereunder. 9.4 Subject always to clause 10, the Buyer shall modify not bring any Claim or discharge claim for breach of any Tax Warranty in respect of any matter or thing properly Disclosed to it or any Claim in respect of which it has actual knowledge as at the Sellers’ liability under the Warranties in any way and the provisions of section 6(2) of the Law of Property (Miscellaneous Provisions) ▇▇▇ ▇▇▇▇ are hereby excludeddate hereof. 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 9.5 Each of the Warranties is a separate representation or warranty given independently from and shall not be restricted in its extent or application limited by the terms of reference to any of the other Warranties or by any other term others of this Agreementthem nor anything else contained in the Transaction Documents. 8.5 Each of 9.6 The Warrantors and the Sellers undertakes with the Buyer that - (a) each of the Warranties Company 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 promptly disclose to the Buyer in writing any matter or thing which becomes known to it any of them before Completion and Completion, which gives riseis or could reasonably be considered to be a breach of or render inaccurate or misleading the Warranties, Title Warranties or might give rise, to a claim under the Tax Warranties or which would materially affect is or could reasonably be considered to be a breach of the willingness of a prudent purchaser for value to purchase the Shares on the terms of this Agreementcovenants contained in clause 8. 8.6 If any 9.7 In the absence of the Warranties shall prove to be untrue or misleadingfraud, the Sellers shall, without prejudice to any other right or remedy each Warrantor irrevocably waives all rights and claims which he 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 against each Target Company and any member of the Buyer’s Group into the position it would have been in had such Warranty been true its officers 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 employees relating to any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by it or any director, officer of its officers or employee of the Company for the purpose of assisting the Sellers employees to such Warrantors to enable him to give any of the Warranties or and/or to prepare the Disclosure LetterLetter and/or to assume any of the obligations assumed or to be assumed by it under or pursuant to any of the Transaction Documents. 9.8 The only warranties given in relation to tax are the Tax Warranties, and the Title Warranties and the Warranties shall not be deemed to be given in relation to tax. 9.9 Each of the Buyer and TST warrants to the Specified Shareholders as at the date of this agreement that: (a) it is duly incorporated in its jurisdiction of organisation; (b) it has full power and authority to enter into and perform this agreement and each of the other Transaction Documents without the consent or approval of any third party (including its shareholders) and the provisions of this agreement and each of the other Transaction Documents will, when executed, constitute valid and binding obligations on it, in accordance with their respective terms; (c) the execution and delivery of, and the performance by it of its obligations under, this agreement and each of the other Transaction Documents do not and will not: (i) conflict with or result in a breach of any provision of its memorandum or articles of association or by-laws or any similar constitutional document, or any agreement binding on it; or (ii) result in a breach of any order, judgment or decree of any court or Governmental Entity to which it is a party or by which it is bound; (d) save as expressly provided in the Transaction Documents, all Permits or filings with any Governmental Entity and all agreements of any other person which are necessary for it, or the relevant member of the Buyer's Group, to obtain in order to enter into and perform its obligations under this agreement and each of the other Transaction Documents in accordance with their respective terms have been unconditionally obtained in writing; and (e) there are no: (i) judgments, orders, injunctions or decrees of any Governmental Entity or court or arbitration tribunal outstanding against or affecting any member of the Buyer's Group; (ii) law suits, actions or proceedings pending or, to the knowledge of the Buyer, threatened against or affecting any member of the Buyer's Group; or (iii) investigations by any Governmental Entity which are pending or threatened against any member of the Buyer's Group; and which, in any such case, will have an adverse effect on its ability or the ability of the relevant member of the Buyer's Group to execute and deliver, or perform, its obligations under this agreement or any of the other Transaction Documents. 9.10 TST warrants to the Specified Shareholders that the Buyer is a wholly owned subsidiary of it.

Warranties. 8.1 13.1 The Sellers represent Purchaser acknowledges, represents, warrants and warrant jointly covenants to 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) ▇▇▇ ▇▇▇▇ 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 Corporation that, as at 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 Effective 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 Purchaser is now, and will at all relevant times remain, at arm’s length (as that term is used in the value ITA) with the Corporation and, notwithstanding the fulfilment or non-fulfilment of the Notice Requirement pursuant to section 8, the Purchaser acknowledges that if at any time during the 2008 calendar year, the Purchaser is not at arm’s length with the Corporation and the Corporation renounces Qualifying Expenses it incurs or plans to incur pursuant to paragraph 7.2 or 7.3, notwithstanding the provisions of those paragraphs, the renunciation will not be effective December 31, 2007; (b) if: (i) either the Purchaser or the Corporation has not executed the Subscription Agreement; or (ii) the Purchaser has not paid in money the subscription price for the Flow- Through Shares to the Corporation on or before December 31, 2007, the Purchaser will not be entitled to have any Qualifying Expenses incurred after December 31, 2007 renounced to the Purchaser effective December 31, 2007; and (c) neither the Purchaser, nor any beneficial purchaser from whom the Purchaser is less than it would have been had such Warranty been contracting hereunder, as the case may be, has or will enter into an agreement or arrangement that will cause the Flow-Through Shares to be “prescribed shares” for the purposes of section 6202.1 of regulations of the ITA, and the Purchaser agrees that the above acknowledgements, representations, warranties and covenants in this subsection will be true and not misleading; orcorrect both as of the Purchaser’s execution of the Subscription Agreement and as of the Effective Date. 13.2 The Corporation represents, warrants and covenants that, as of the Effective Date: (a) the Corporation is, and at all material times will remain, a “principal-business corporation” within the meaning prescribed by subsection 66(15) of the ITA; (b) the amount necessary to put the Company and any member Flow-Through Shares will qualify as “flow-through shares” as defined in subsection 66(15) of the Buyer’s Group into ITA and will not be prescribed shares as defined in section 6202.1 of the position it would have been regulations to the ITA; (c) if the Corporation amalgamates with any one or more companies, any shares issued to or held by the Purchaser as a replacement for Flow-Through Shares as a result of such amalgamation or merger will qualify, by virtue of subsection 87(4.4) of the ITA, as “flow-through” shares as defined in had subsection 66(15) of the ITA and in particular will not be prescribed shares as defined in section 6202.1 of the regulations to the ITA; (d) the Corporation will incur expenses which are Qualifying Expenses in an amount equal to the Flow-Through Funds and renounce such Warranty been amount to the Purchaser and otherwise comply with its obligations as set forth in this Subscription Agreement; (e) the Corporation will not be subject to the provisions of subsection 66(12.67) of the ITA in a manner which impairs its ability to renounce Qualifying Expenses to the Purchaser in an amount equal to the Flow-Through Funds, and the Corporation agrees that the above representations, warranties and covenants in this subsection will be 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 correct both as of the BuyerCorporation’s Group) or the Company which it would not have incurred had such Warranty been true and not misleading. 8.7 Each execution 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 Subscription Agreement and as of the Company for the purpose of assisting the Sellers to give any of the Warranties or to prepare the Disclosure LetterEffective Date.

Warranties. 8.1 The Sellers represent and Vendors warrant jointly and severally to the Buyer Purchaser 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 Vendors and the Vendors' Guarantor shall not (in the event of any claim being made against any of them in connection with the sale of the Shares to the Purchaser) make any claim against the Company or any of the Subsidiaries or against any person who is a director or employee of the Company or any of the Subsidiaries at the date of this Agreement on whom any of the Vendors or the Vendors' Guarantor may have relied before agreeing to any term of this Agreement or of the Tax Deed or authorising any statement in the Disclosure Letter, save, in the case of claims against directors or employees in their personal capacity, for fraud, but so that this shall not preclude any Vendor or the Vendors' Guarantor from claiming against any other Vendor or the Vendors' Guarantor under any right of contribution or indemnity to which it may be entitled. For the avoidance of doubt, nothing in this sub-clause 8.2 shall limit any rights of the Vendors' Guarantor in relation to any Black Group Act or otherwise under sub-clause 10.9. 8.3 Each of the Warranties are shall be construed as a separate warranty and 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 or by the Disclosure Letter and to any other matter or thing hereafter done or omitted to be done pursuant to the terms of this Agreement or otherwise at the written request or with the prior written approval of the Purchaser. 8.4 No Relevant Claim shall be made unless written notice containing specific details of such Relevant Claim is served on the Vendors before the date which is 18 months from Completion and no Tax Claim shall be made unless written notice of such Tax Claim is served in accordance with clause 10 of the Tax Deed on the Vendors before the date which is 7 years following Completion. 8.5 A Relevant Claim and/or a Tax Claim shall not be enforceable against the Vendors and shall be deemed to have been withdrawn unless legal proceedings in connection with it are commenced within six months after written notice of it is first served on the Vendors provided that if the relevant written notice was given (‘Disclosed’a) but in respect of a Relevant Claim that was then contingent only, such period of six months shall commence on and from the date on which that Relevant Claim ceases to be contingent and becomes actual; and (b) in respect of a Relevant Claim covered by clause 8.9, such period of six months shall commence on and from the date that the Purchaser gives notice to the Vendors that, in its reasonable opinion, the Purchaser or the Company or the Subsidiary (or any assignee or successor in title thereof) as appropriate, has used all reasonable endeavours to recover the relevant sum provided that such notice may be given no other information of later than six months after the date on which the Buyer has actualrelevant entity first became aware of the matter or event which would give rise to a Relevant Claim. 8.6 The aggregate amount of the liability of the Vendors in respect of the aggregate of all Relevant Claims and all Tax Claims shall not exceed (pound)60 million, constructive provided that if the amount of all Relevant Claims and Tax Claims exceeds (pound)60 million the aggregate amount of liability of the Vendors shall bE increased to (pound)80 million, with the excess over the amount of (pound)60 millioN TO BE applied to meet Tax Claims only, and provided that this sub-clause 8.6 shall not apply to a Relevant Claim or imputed knowledge Tax Claim related to title to the Shares and/or to title to the shares held by the Group and HTNM LLC in the Subsidiaries and the Joint Venture Companies, as set out in Parts 2 and 3 of Schedule 1. 8.7 No liability shall attach to the Vendors in respect of any Relevant Claim unless the aggregate amount of the liability of the Vendors in respect of all Relevant Claims shall exceed (pound)3 million, nor shall any liability attach to thE Vendors in respect of any Tax Claim unless the aggregate amount of the liability of the Vendors in respect of all Tax Claims shall exceed (pound)1 million, and in each case only the excess shall be payable, and no Relevant Claim or Tax Claim shall be made unless the individual Relevant Claim and Tax Claim exceeds (pound)50,000. 8.8 The Vendors shall not be liable in respect of a Relevant Claim: 8.8.1 if it would not have arisen but for anything voluntarily done or omitted to be done after Completion by the Purchaser or the Company or any of the Subsidiaries or any of their respective employees, agents or successors in title; 8.8.2 to the extent that it arises or is increased as a result only of: (A) an increase in the rates, method of calculation or scope of taxation after the date of this Agreement; (B) any change in generally accepted accounting practice after the Accounts Date; or (C) the passing of any legislation, or the making of any subordinate legislation, after the date of this Agreement; 8.8.3 to the extent that it relates to any loss which is recovered by the Purchaser (or any assignee or successor in title thereof) or the Company or any of the Subsidiaries from its insurers or which would have been so recoverable if at the relevant time there had been maintained valid and adequate insurance cover of a type and affording the same degree of cover as that in force in relation to the Company or any of the Subsidiaries at the date of this Agreement; 8.8.4 to the extent that the matter giving rise to the Relevant Claim gives rise to Tax Relief (as defined in the Tax Deed); or 8.8.5 to the extent that it relates to: (A) any matter specifically taken into account in matters provided for or included as liabilities, in the Accounts or the Previous Accounts or fairly disclosed in, the Accounts or the Previous Accounts; (B) any liability for taxation arising in the ordinary course of business of the Company or any of the Subsidiaries after the Working Capital Date; or (C) any matter specifically taken into account in matters provided for or included as a liability in the Working Capital Statement. 8.9 Where the Purchaser or the Company or any of the Subsidiaries (or any assignee or successor in title thereof) is or may be entitled to recover from any person any sum in respect of any matter or event which would give rise to a Relevant Claim, the person so entitled shall use all reasonable endeavours to recover that sum before making the Relevant Claim (keeping the Vendors at all times fully and promptly informed to the extent reasonably practicable of the conduct of such recovery), and any sum recovered (after deduction of reasonable costs and expenses incurred in connection with such recovery and any tax payable on the said sum (if any)) will reduce the amount of the Relevant Claim (and, in the event of the recovery being delayed until after the Relevant Claim has been satisfied by the Vendors, shall be paid to the Vendors, after deduction of all reasonable costs and expenses of the recovery and any tax payable on the said sum (if any)). 8.10 Where any facts or circumstances could give rise to a claim under the Warranties and a claim under the Tax Deed or a claim under clause 10.9, the Vendors shall not be liable in respect of any claim to the extent that the loss giving issue to such claim has been recovered by the Purchaser under another claim. 8.11 The Purchaser shall procure that the Company and each of the Subsidiaries (and any assignee or successor in title thereof) shall accept and comply with sub-clauses 8.9 and 8.12 as if each such person were a party to and bound by this Agreement. 8.12 The Purchaser shall: 8.12.1 as soon as reasonably practicable following the Purchaser becoming aware of any Relevant Claim or of any claim or matter which gives or is reasonably likely to give rise to a Relevant Claim notify the Vendors in writing of such Relevant Claim or of such claim or matter which gives or is reasonably likely to give rise to a Relevant Claim; 8.12.2 to the extent reasonably practicable and subject to any relevant law or regulation disclose in writing to the Vendors such material information and documents relating to any claim or matter which gives or is reasonably likely to give rise to a Relevant Claim; 8.12.3 at the Vendors cost (to the extent such costs have been reasonably incurred) take such action as the Vendors may reasonably require to avoid, resist, contest or compromise any claim or matter which gives or is reasonably likely to give rise to a Relevant Claim; and 8.12.4 not settle, make any admission of liability nor compromise any claim or matter which gives or is reasonably likely to give rise to a Relevant Claim without the prior written consent of the Vendors such consent not to be unreasonably withheld or delayed. 8.13 Save as expressly provided herein, the Vendors expressly disclaim all liability and responsibility for any conclusion, opinion, forecast or evaluation contained within or derived or capable of being derived from any investigation carried out or enquiry made by or on behalf of the Buyer shall modify Purchaser in the course of any due diligence or discharge other enquiry prior to the Sellers’ liability under Purchaser entering into this Agreement or any other data, document, record or information disclosed by the Warranties in Vendors, the Company or any way and of the Subsidiaries or any employee, agent or adviser of any of them, to the Purchaser or to any person on behalf of the Purchaser,. 8.14 The provisions of section 6(2) this clause 8 apply notwithstanding any other provision of this Agreement or its Schedules to the Law of Property (Miscellaneous Provisions) ▇▇▇ ▇▇▇▇ 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 contrary and shall not be restricted discharged or cease to have effect in its extent consequence of any rescission or application termination by the terms Purchaser of any of the other Warranties or by any other term provision of this Agreement. 8.5 Each 8.15 The provisions of this clause 8 shall not apply in respect of any Relevant Claim or Tax Claim to the Sellers undertakes extent that such claim is (or the delay in the discovery of which is) the consequence of fraud or dishonesty by the Vendors 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 negotiation 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 preparation 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 11.1 The Sellers represent Company represents, warrants and warrant jointly and severally undertakes to the Buyer Banks 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 reasonable3. 8.2 11.2 The Warranties are given subject to matters fully, fairly and accurately properly 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) ▇▇▇ ▇▇▇▇ are hereby excludedIssue Documents. 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 11.3 Each of the Warranties is a separate representation or warranty shall be construed separately and 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 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 11.4 Save as otherwise provided herein the Warranties shall remain in full force and effect notwithstanding the issue of the New Ordinary Shares. 11.5 The Company undertakes to the Banks that it will: 11.5.1 refrain from doing or omitting to do any act or thing whereby any of the Warranties shall prove would not be true if the Warranties were repeated at any time up to and including the date of Admission; and 11.5.2 forthwith disclose in writing to the Banks any matter or thing which may arise or become known to it after the date of this Agreement and before Admission which is inconsistent with any of the Warranties or which might render any of them misleading or which would be inconsistent with any of the Warranties as if the Warranties were repeated at all times up to and including the date of Admission or which is material to be untrue known by an applicant for any of the New Ordinary Shares or misleadingby the Underwriter as a potential acquirer of the New Ordinary Shares hereunder. 11.6 The Company shall on the date of, and immediately prior to, the Sellers shallposting of the PALs, without prejudice confirm in writing to the Banks in the form of agreed draft "I" that, as at the date and time at which such confirmation is signed, there has been no breach of any of the Warranties and that no event has occurred by reason of which any of them has ceased to be true and accurate as if repeated by reference to facts and circumstances at such date. 11.7 The Underwriter undertakes and acknowledges to and with the Company that: 11.7.1 none of the PALs, the Nil Paid Rights, the Fully Paid Rights or the New Ordinary Shares have been or will be registered by the Underwriter under the United States Securities Act of 1933 as amended (the "U.S. Securities Act") and may not be offered or sold by the Underwriter within the United States or to US Persons except pursuant to an exemption from, or in transactions not subject to, the registration requirements of the U.S. Securities Act. The Underwriter has not offered or sold, and will not offer or sell, any of the PALs, the Nil Paid Rights, the Fully Paid Rights or the New Ordinary Shares to persons within the United States (including sub-underwriters) except pursuant to an exemption from, or in transactions not subject to, the registration requirements of the U.S. Securities Act; 11.7.2 neither it, its affiliates, nor any person acting on its behalf has engaged in or will engage in any "directed selling efforts" with respect to the PALs, the Nil Paid Rights, the Fully Paid Rights or the New Ordinary Shares; 11.7.3 any sub-underwriter will agree that the restrictions set out in 11.7.1 and 11.7.2 above apply to it; and 11.7.4 terms used in this sub-clause 11.7 have the meanings ascribed to them by Regulation S under the US Securities Act. 11.8.1 If the auditors for the time being of a Bank shall certify (at the request and expense of the Company) that any claim under the Warranties which has resulted in a payment having been made or becoming due from the Company would give rise to a Tax Relief for the Bank which would not otherwise have arisen, then, as and when the liability of the Bank to make an actual payment of tax is reduced by that Tax Relief (and in this respect the Bank may in its absolute discretion choose to utilise any other right Tax Reliefs that are or remedy which may be become available to the Buyer, pay Bank in priority to the Buyer (Tax Relief which would not have arisen but for the claim which has resulted in the payment having been made or to becoming due from the relevant member Company) or, in the case of a repayment, as and when the Buyer’s Group) on demand - (a) repayment is received, the amount by which the value liability is reduced or the amount of the Shares repayment shall be dealt with in accordance with clause 11.8.2. 11.8.2 Where it is less than it would have been had such Warranty been true provided in clause 11.8.1 that any amount (the "Relevant Amount") is to be dealt with in accordance with this clause 11.8.2: (A) the Relevant Amount shall first be set off against any payment then due from the Company under the Warranties; and (B) to the extent that there is any excess, a refund shall be made to the Company of any previous payment or payments made by the Company under the Warranties and not misleadingpreviously refunded under this sub-clause up to the amount of such excess; and (C) to the extent that the excess referred to in paragraph 11.8.2(B) is not exhausted under that paragraph, the remainder of that excess shall be paid to the Company by the relevant Bank. 11.8.3 Where any such certification as is mentioned in clause 11. 8.1 has been made, the Company or the relevant Bank may (at its own expense) request the auditors for the time being of the Bank to review such certification in the light of all relevant circumstances, including any facts which have become known only since such certification, and to certify whether such certification remains correct or whether, in the light of those circumstances, the amount that was subject to such certification should be amended; and if the auditors certify under this clause 11.8.3 that an amount previously certified should be amended, that amended amount shall be substituted for the purposes of clause 11.8.2 as the Relevant Amount in respect of the certification in question in place of the amount originally certified and such adjusting payment (if any) as may be required by virtue of the above-mentioned substitution shall be made as soon as practicable by the Company or (as the case may be) to the Company. 11.9 If any payment becomes due from the Company to a Bank in respect of a breach of the Warranties and the Bank either: 11.9.1 is immediately entitled at the due date for the making of that payment to recover from some other person (not being the Company) any sum in respect of the claim that has resulted in that payment becoming due from the Company; or (b) 11.9.2 becomes entitled at some subsequent date to make such a recovery, the amount necessary to put Bank shall notify the Company of its entitlement and any member shall, if so required by the Company, at the Company's sole expense and subject to adequate security for costs being provided by the Company, take all appropriate steps to enforce that recovery (keeping the Company reasonably informed of the Buyer’s Group into progress of any action taken) and shall account to the position it would have been in had such Warranty been true and not misleading; together with Company for whichever is the amount lesser of: (A) any sum so recovered after deduction 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 Bank in enforcing such recovery; and (or any member of B) the Buyer’s Group) or amount paid by 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 Warranty claim 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 Letterquestion.

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 Seller acknowledges that the terms of Schedule 5 Buyer is entering into this agreement on the basis of, and this clause 8 are in reliance on, the circumstances fair and reasonableWarranties. 8.2 The Seller warrants to the Buyer that except as Disclosed, each Warranty is true, accurate and not misleading as at the date of this agreement. 8.3 The Seller further warrants to the Buyer that each of the Warranties are given subject will be true, accurate and not misleading throughout the Interim Period. For this purpose, each of the Warranties shall be deemed to matters fullybe repeated on each day of the Interim Period by reference to the facts and circumstances then subsisting. Any reference made to the date of this agreement (whether express or implied) in relation to any Warranty shall be construed, fairly in connection with the repetition of the Warranties, as a reference to the date of such repetition. 8.4 The Seller shall not (and accurately disclosed shall procure that neither the Company shall) do anything during the Interim Period that would be inconsistent with any term of this agreement including any of the Warranties, or cause any Warranty to be untrue, inaccurate or misleading. 8.5 If at any time during the Interim Period the Seller becomes aware of a fact or circumstance which constitutes (or which is reasonably expected to constitute) a breach of Warranty, or which would cause (or is reasonably expected to cause) a Warranty to be untrue, inaccurate or misleading, it shall promptly: (a) notify the Buyer in writing of the relevant fact or circumstance 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 make an accurate assessment 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) ▇▇▇ ▇▇▇▇ 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 Datesituation; and (b) it shall immediately disclose if requested by the Buyer, use its best endeavours to remedy or prevent (as the Buyer in writing any matter which becomes known to it before Completion and which gives rise, case may be) the notified breach 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 Agreementanticipated breach. 8.6 If at any time during the Interim Period it becomes apparent that a Warranty has been breached in any material respect, is untrue, inaccurate or misleading in any material respect, or that the Seller has breached any other term of this agreement that is material to the Transaction (including any of the Warranties shall prove to be untrue or misleading, Seller's obligations and undertakings in Part 2 of Schedule 2) the Sellers shall, Buyer may (at its sole discretion and without prejudice to any other rights or remedies it has, including the right or remedy which may be available to the Buyer, pay to the Buyer (or to the relevant member claim damages for breach of the Buyer’s Group) on demand -this agreement): (a) terminate this agreement by notice in writing to the amount by Seller (in which the value of the Shares is less than it would have been had such Warranty been true and not misleadingcase clause 2.3 shall apply); 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 9.1 The Sellers represent and warrant jointly and severally Seller warrants to the Buyer in that each Fundamental Warranty is true and accurate 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 reasonableagreement. 8.2 9.2 The Warranties are given subject Seller further warrants to matters fully, fairly and accurately disclosed in sufficient detail to enable the Buyer to understand their nature that, save for the Fundamental Warranties, each Warranty and scope in Tax Warranty is true and accurate as at 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) ▇▇▇ ▇▇▇▇ 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 the Sellers undertakes with the Buyer that -agreement, subject only 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 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; orDisclosed; (b) the amount necessary limitations and qualifications set out in this clause 9 and in Schedule 6; and (c) in relation 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 expensesTax Warranties only, the costs limitations and qualifications set out in Schedule 5. 9.3 Each Warranty and Tax Warranty shall be construed as a separate and independent warranty and, except where expressly stated, shall not be limited or restricted by reference to or inference from the terms of management time any other Warranty, Tax Warranty or any other provision of this agreement, and all other consequential losses whether directly the Buyer shall have a separate claim and right of action in respect of every breach of Warranty or indirectly arising) incurred directly or indirectly by Tax Warranty (subject to the limitations and qualifications set out in this clause 8, Schedule 5 and Schedule 6). 9.4 The Seller agrees with the Buyer (for themselves and as trustee for the Target and their respective directors, officers and employees) to waive any claim or any member of the Buyer’s Group) remedy 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 (other than as a result of fraud or fraudulent misrepresentation), inaccuracy or omission in or from any information or advice supplied or given by any the Target or a director, officer or employee of the Company Target for the purpose of assisting the Sellers Seller in giving any warranty, representation, undertaking or covenant, in preparing the Disclosure Letter or in entering into this agreement or any other Transaction Document. 9.5 If any Warranty or Tax Warranty is qualified by the expression "so far as the Seller is aware" or "to give the best of the knowledge, information and belief of the Seller" or words to such effect, such expression shall mean that the Seller has made due and careful enquiries into the subject matter of that Warranty or Tax Warranty of each of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Proikoglou, Apostolos Karakaxas ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ Barbounakis. 9.6 Notwithstanding any other provisions of this agreement or any other Transaction Document, none of the limitations contained in this clause 9, Schedule 5, Schedule 6, Disclosure Letter, nor any statutory limitation shall apply to any claim for breach of the Leakage Undertaking, any claim for breach of the Fundamental Warranties, or any claim for breach of the Warranties or the Tax Warranties or under the Tax Covenant where the fact, matter or circumstance giving rise to prepare the Disclosure Letterclaim arises as a result of fraud or fraudulent misrepresentation on the part of the Seller. 9.7 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 9, the amount of such payment shall be deemed to constitute a reduction in the Consideration to the extent permitted by law.

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) ▇▇▇ ▇▇▇▇ 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 5.7.1.2 insofar as such breach relates to Taxation, shall have been delivered to the Vendor by the Purchaser as soon as reasonably practicable after it has become aware of it and in any event within seven years of the date of Completion; and 5.7.2 the amount of each claim exceeds (bpound)2,500 and when aggregated with all the other claims exceeds (pound)50,000 in which 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 5.10 and 5.12 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 provided that the Vendor may at his election settle any such claim in cash and/or by the delivery to the Purchaser (or as it shall immediately disclose direct) of Europe Shares and/or Asia Shares (on the basis that each such share has a value of (pound)[_______]) provided further that the Vendor shall pay to the Buyer Purchaser not less than 40% in writing respect of each such claim in cash. In the event that the Vendor settles part of any matter which becomes known such claim by the delivery of Europe Shares and/or Asia Shares, the Vendor shall transfer such shares to the Purchaser (or as it before Completion shall direct) with full title guarantee free from all Security Interests but with all rights then attaching thereto and which gives risedeliver up the relative certificate(s) therefor. 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 The Sellers represent and warrant jointly and severally 7.1 Subject to the provisions of Clause 7.2, Seller hereby warrants to Buyer in that each of the terms statements set out in Schedule 5 2 is true and each party acknowledges that accurate at the terms date of Schedule 5 and this clause 8 are Agreement. Each such statement shall be deemed to be repeated immediately prior to Completion. 7.2 Save in the circumstances fair and reasonable. 8.2 The Warranties are given subject event of fraud or wilful non-disclosure by the Seller, Buyer shall not be entitled to matters fully, fairly and accurately disclosed claim that any fact or matter constitutes a breach of the warranties set out in sufficient detail Schedule 2 to enable the extent that such fact or matter is known by or should have been known by Buyer or is referred to understand their nature and scope herein or in the Disclosure Letter (‘Disclosed’) but no other information of which or is disclosed pursuant to Clause 7.4 prior to the Buyer has actual, constructive or imputed knowledge and no investigation or enquiry made by or on behalf of the Buyer Completion Date. 7.3 Seller shall modify or discharge the Sellers’ liability under use its best efforts to ensure that the Warranties in any way and the provisions of section 6(2) of the Law of Property (Miscellaneous Provisions) ▇▇▇ ▇▇▇▇ 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 but if, notwithstanding such efforts, any express circumstance matter or implied reference thing occurs which would be materially inconsistent with any of such warranties on the Completion Date Seller shall promptly notify Buyer thereof. 7.4 In the event of any circumstance matter or thing materially inconsistent with any of the warranties given by Seller in Schedule 5 or pursuant to the date of this Agreement were a reference being notified by Seller to Buyer prior to the Completion Date; and (b) it Date and such circumstance matter or thing continuing to be materially inconsistent at the date agreed for Completion, Buyer shall immediately disclose not be bound to complete the acquisition of the Transferred Interest and Buyer may by notice in writing to Seller prior to the Completion Date rescind this Agreement. The right of rescission under this Clause 7.4 shall be Buyer's only remedy, and there shall be no liability on the part of Buyer or Seller with respect to such matters or things whether or not this Agreement is rescinded. 7.5 Save in the event of fraud or wilful non-disclosure by the Seller, no claim for breach of any warranty by Buyer in writing or pursuant to this Agreement or otherwise in relation to the disposal and purchase of the Transferred Interest shall be made more than <twelve> months after the Completion Date unless, prior to expiry of such <twelve> months period, written notice of the matter complained of (giving reasonable detail of such matters) shall have been given by Buyer to Seller provided always that Buyer shall not be entitled to recover in respect of any claim or claims (whether relating to breach of warranty, representation or otherwise) relating to the subject 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, an amount which would in aggregate exceed <two hundred million Euros>. 8.6 7.6 If Buyer receives any claim or becomes aware of any fact which may result in Buyer having a claim against Seller under Clause 6 or this Clause 7 Buyer shall promptly notify Seller thereof in writing and Seller shall be entitled to take or require Buyer to take any reasonable action it may request (or both) to resist such claim or do any act or thing in the name of Seller but at the expense of Seller and to have the conduct of any appeal, dispute, compromise or defence of such claim and of any incidental negotiations and Buyer will give Seller all co-operation, access and assistance for the purposes of considering and resisting such claim as it may reasonably require provided always that Buyer is indemnified to its reasonable satisfaction by Seller against all claims, costs, expenses, damages or losses which may thereby be incurred. 7.7 Save as and only to the extent set forth in Clause 7.1, and save in the event of fraud or wilful non-disclosure, Seller makes no representations or warranties in respect of any circumstance, matter or thing and disclaims all liability and responsibility for any representation, warranty, statement, opinion or information made or communicated (orally or in writing) to Buyer (including, without limitation, any representation, warranty, statement, opinion, information or advice made and communicated to Buyer by any officer, stockholder, director, employee, agent, consultant or representative or Seller, or any of its Affiliates) and Buyer acknowledges and affirms that it has not relied upon any such representation, warranty, statement, opinion or information in entering into or carrying out the Warranties shall prove to be untrue or misleading, the Sellers shall, without prejudice to any other right or remedy which may be available transactions contemplated by this Agreement. Except as and to the Buyer, pay to the Buyer (extent set forth in Clause 7.1 Seller makes no representations or to the relevant member of the Buyer’s Group) on demand -warranties as to: (a) the amount by which quantity, quality or deliverability of Petroleum or other reserves attributable to the value of Transferred Interest; (b) any geological or other interpretations or economic evaluations concerning the Shares is less than it would have been had such Warranty been true and not misleadingTransferred Interest; or (bc) the amount necessary information contained or referred 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. 7.8 Buyer acknowledges and affirms that it has had full access to the Data and that Buyer has made its own independent investigations, analysis and evaluation of the geological, geophysical, engineering, economic or other interpretations, availability of tax allowances, costs and prospects for development of the Transferred Interest. 7.9 Where any Warranty is qualified by any reference to the knowledge or awareness of any Party, that Party shall be deemed to have made all reasonable enquiries concerning the subject matter of that Warranty.

Warranties. 8.1 6.1 The Sellers represent and warrant jointly and severally Seller warrants to the Buyer in that each Warranty and Tax Warranty is true and accurate and not misleading as 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) ▇▇▇ ▇▇▇▇ 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 the Sellers undertakes with the Buyer that -agreement, subject 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 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 fairly disclosed in 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; orDisclosure Letter; (b) the amount necessary limitations and qualifications set out in this clause and Schedule 7; and (c) in relation to put the Company Tax Warranties only, the limitations and qualifications set out in the Tax Indemnity. 6.2 Each Warranty and Tax Warranty made or given in respect of any Target shall be deemed to be a warranty of the Seller made or given in respect of each member of the Buyer’s Target Group into and (unless the position it would have been context or subject matter otherwise requires) the expression the “Target” in had the Warranties and the Tax Warranties shall be construed accordingly. 6.3 Each Warranty and Tax Warranty shall be construed as a separate and independent warranty and, except where expressly stated, shall not be limited or restricted by reference to or inference from the terms of any other warranty or any other provision of this agreement. 6.4 The rights and remedies of the Buyer in respect of any breach of the Warranties or the Tax Warranties shall not be affected by completion of the purchase of the Shares, by any failure to exercise or delay in exercising any right or remedy or by any other event or matter whatsoever, except a specific and duly authorised written waiver or release expressly referring to such Warranty been true and not misleading; together breach. 6.5 The Seller agrees 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 Buyer to waive any claim or indirectly arising) incurred directly remedy 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 he may have in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by any member of the Target Group or a director, officer or employee of any member of the Company Target Group for the purpose of assisting the Sellers Seller in giving any warranty, representation, undertaking or covenant, in preparing the Disclosure Letter and in entering into this agreement or any agreement or document entered into pursuant to give this agreement. 6.6 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 be deemed to refer to the actual knowledge, information or belief of the Seller, the Seller having made reasonable enquiries of the directors of the Target Group (including ▇▇▇▇▇▇ ▇▇▇▇▇), Somerton Consultancy Ltd (in its capacity as accountant to the UK Subsidiaries), Hoosang, Lyn, Li & Co. Ltd (in its capacity as auditors of the Targets) and BSL Public Housing Corporation (in its capacity as auditors of Videotel Pte. Ltd.). 6.7 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 6, Schedule 7, the Tax Indemnity, the Disclosure Letter nor any statutory limitation shall apply to any claim for breach of the Warranties or the Tax Warranties where the fact, matter or circumstance giving rise to prepare the claim arises as a result of fraud, wilful concealment or deliberate non-disclosure on the part the Seller, any member of the Target Group or any of their respective officers, employees or advisers. 6.8 If any amount is paid by the Seller in respect of a breach of any Warranty or Tax Warranty or otherwise pursuant to this agreement, the amount of such payment shall be deemed to constitute a reduction in the consideration payable under this agreement for the Shares to which the breach or other matter most relates. 6.9 The Seller will indemnify the Buyer for any damages, losses, liabilities, proceedings and reasonably incurred costs and expenses in connection with any claims brought by employees of any Target Group Company or third parties with respect to Intellectual Property used in the Target Group’s business. 6.10 The Seller will indemnify the Buyer for any damages, losses, liabilities or proceedings relating or attributable to the period prior to the Completion, together with reasonably incurred costs and expenses, in connection with any claims, other than any Tax-Related Claims or any claims related to the termination, howsoever arising on or after Completion, of any engagement or employment (or any alleged engagement or employment), that may be brought by an individual who is not listed in the Disclosure LetterLetter as an employee of a Target Group Company, but who is or was engaged in providing services to any Target Group Company whether under a formal consultancy agreement or otherwise (or who alleges to have been so engaged), and who alleges or is found to have been an employee of that Target Group Company during the period prior to the Completion.

Warranties. 8.1 The Sellers represent and warrant jointly and severally (a) Seller hereby warrants to Buyer that all Supplied Product, at the time of Delivery: (i) meets the Specifications, (ii) assuming the accuracy of Buyer’s warranty set forth in Section 6.1(d), was Manufactured (A) in accordance with all applicable Laws in effect on the day of Delivery as well as all Laws applicable for the Buyer Territory in the terms set out country of Manufacture, (B) 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 accordance with cGMPs and the provisions of section 6(2current Regulatory Approval for the Supplied Product and (C) of is not adulterated or misbranded; provided that for Supplied Product that is Delivered after the Law of Property (Miscellaneous Provisions) ▇▇▇ ▇▇▇▇ 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 Packaging Transfer Date Seller makes no representation or warranty and shall not be restricted in its extent hereunder with respect to any packaging or application by the terms labeling of any Supplied Product after Delivery of the other Warranties or by any other term of this Agreementsuch Supplied Product ordered. 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) Seller hereby warrants to Buyer that, as of immediately prior to Delivery to Buyer, Seller has good and marketable title to the Supplied Product sold, free of any and all Encumbrances. Seller hereby warrants to Buyer that, as of the Execution Date, no Taxes are due to the country where Product is currently formulated or packaged on account of manufacture and supply of Product purchased or supplied for distribution in the Buyer Territory. (c) Each Party hereby agrees that it shall immediately disclose not at any time, from and after the Effective Date, retain or use in any capacity in connection with the Manufacture, in the case of Seller and Buyer, or Exploitation, in the case of Buyer, of the Supplied Product any Person who has been debarred pursuant to Section 306 of the Act or who is the subject of a conviction described in such section. From and after the Effective Date, each Party will inform the other Party in writing promptly if such Party, any of its Affiliates or any other Person connected with the Exploitation of the Supplied Product in the Buyer Territory is debarred or is the subject of a conviction described in such Section 306, or if any action, suit, claim, investigation or legal or administrative proceeding is pending or, to such Party’s knowledge, is threatened, relating to the Buyer in writing debarment or conviction of such Party or 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 Agreementsuch Person. 8.6 If any of (d) Buyer hereby warrants to Seller that, following the Warranties shall prove to be untrue or misleadingEffective Date, the Sellers shall, without prejudice to any other right or remedy which may be available to Specifications for the Buyer, pay to Supplied Product do and will comply with the Buyer (or to Regulatory Approval for the relevant member of the Buyer’s Group) on demand -Supplied Product and all applicable Laws. (ae) 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 expensesEXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS 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 misleadingNEITHER PARTY MAKES ANY WARRANTY IN RESPECT OF ANY PRODUCT OR SERVICES PROVIDED HEREUNDER AND ALL OTHER WARRANTIES OF ANY KIND ARE EXPRESSLY DISCLAIMED, WHETHER EXPRESS OR IMPLIED, BY STATUTE, CUSTOM OF THE TRADE OR OTHERWISE INCLUDING, ANY WARRANTY RELATING TO THE DESCRIPTION OR QUALITY OF PRODUCT, ITS MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE UNDER ANY CONDITIONS, AS TO THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF ANY PERSON OR AS TO ANY OTHER MATTER AND ANY SUCH WARRANTY IS HEREBY EXCLUDED. 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 15.1 The Sellers represent and warrant jointly and severally Seller warrants to the Buyer in the terms set out contained in Schedule 5 3 as at the date of this Agreement and, in respect of the Fundamental Warranties at all times up to and including Completion, subject to the provisions of this Agreement, including in particular the provisions of Schedule 4 and each party of the parties acknowledges that the terms of Schedule 5 those Schedules and this clause 8 are in the circumstances fair and reasonable. 8.2 15.2 The Warranties are given subject to matters fully, fairly and accurately disclosed Disclosed or referred to in sufficient detail to enable the Buyer to understand their nature and scope in or by virtue of the Disclosure Letter (‘Disclosed’) but no other information of which the Buyer has actual, constructive or imputed knowledge Materials and no investigation or enquiry made by or on behalf of any agreement entered into pursuant to this Agreement and the Buyer shall modify or discharge the Sellers’ liability under the Warranties accordingly have no claim in any way and the provisions of section 6(2) of the Law of Property (Miscellaneous Provisions) ▇▇▇ ▇▇▇▇ 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 respect of any of the other Warranties in relation to any such matter. 15.3 The Buyer acknowledges and agrees that in entering into this Agreement it had relied only on the Warranties and that it shall have no right or remedy in respect of any representation, warranty, promise or assurance (made by any other term of person whether or not a party to this Agreement) which is not included in the Warranties other than a fraudulent representation, warranty, promise or assurance. 8.5 Each of the Sellers undertakes with 15.4 Save as otherwise provided in this Agreement, the Buyer acknowledges and agrees that - (a) each the only remedy available to it for breach of the Warranties shall remain true and accurate on each day up to and including the Completion Date as if be damages provided that nothing in this clause shall exclude or affect any express right 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 remedy available 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 respect of a prudent purchaser for value to purchase the Shares on the terms of this Agreementfraud. 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 15.5 The Buyer (or to the relevant agrees that no member of the Buyer’s Group) on demand - (a) the amount by which the value Group has any rights against any member of the Shares is less Seller’s Group (other than it would have been had such Warranty been true the Seller) or any present or former employee, director, agent or officer of any member of the Seller’s Group in connection with this Agreement or its subject matter (and not misleading; or (b) to the amount necessary to put the Company and extent that any member of the Buyer’s Group into the position it would have been in had has any such Warranty been true and not misleading; together with the amount of all costs and expenses (including legal and other professional fees and expensesrights, the costs Buyer hereby waives and shall procure that each member of management time the Buyer’s Group shall waive such rights) and all other consequential losses whether directly or indirectly arising) incurred directly or indirectly by the Buyer undertakes that it shall procure that no member of the Buyer’s Group shall make any claim against any member of the Seller’s Group (other than the Seller) or any present or former employee, director, agent or officer of any member of the Seller’s Group in connection with this Agreement or its subject matter, provided that nothing in this clause shall operate to prevent any member of the Buyer’s GroupGroup from enforcing rights or making a claim against any member of the Seller’s Group (other than the Seller) or any present or former employee, director, agent or officer of any member of the Company which it would not have incurred had such Warranty been true and not misleadingSeller’s Group in connection with this Agreement or its subject matter where those rights are available or that claim arises in respect of that person’s own fraud. 8.7 Each of the Sellers hereby waives 15.6 The Seller undertakes to irrevocably waive any right and claim which it may have against any present or past employee engaged to any extent in respect the Business or any present or past agent of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by any director, officer or employee member of the Company for Buyer’s Group arising in connection with a breach of the purpose Warranties, save in the case of assisting fraud. 15.7 As soon as possible after it comes to its notice, the Sellers Seller shall notify the Buyer in writing with full details of anything it becomes aware of prior to give Completion which is or may reasonably be expected to cause a breach of, or be inconsistent with, any of the Warranties or to prepare the Disclosure LetterWarranties.

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) ▇▇▇ ▇▇▇▇ 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 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) ▇▇▇ ▇▇▇▇ 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 3.1 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 -Warrantor: (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 warrants to the date of this Agreement were a reference Investors that each Warranty is true, accurate and not misleading, subject only to the Completion Datematters Disclosed and to any exceptions expressly provided in this Agreement, including those in Clause 4; and (b) it shall immediately disclose acknowledges that the Investors have been induced to enter into this Agreement and to subscribe for the Buyer Subscription Shares in writing any matter which becomes known to it before Completion and which gives rise, or might give rise, to a claim under reliance upon the Warranties or which would materially affect the willingness of a prudent purchaser for value to purchase the Shares on the terms Warranties. rms of this Agreement. 8.6 If . y time a Warrantor becomes aware that a Warranty has been breached, tor shall notify the Investors in writing of such matter as soon as practic nt detail to enable the Investors to be appraised of the facts and circum ancial and other impact on the Company. estors’ rights and remedies in respect of a breach of any of the Warranties Warrant Closing. use 3.5 shall prove apply in relation to any Claim: no Claim shall be untrue or misleading, brought by the Sellers Investors unless approved by Investor Consent; subject to Clause 3.6: (i) the costs incurred in bringing a Claim shall be borne by the Inv proportion to the total Subscription Price paid by the Investors Investor who waives its right pursuant to Clause 3.6 in relation Claim); and (ii) any damages recovered in respect of such Claim shall, without prejudice net of c the Investors in the same proportions. stor may waive its right to bring and to participate in any Claim at any t of such Claim being given pursuant to Clause 4.1, in which case the Inve e for its proportion of the costs referred to in Clause 3.5(b)(i) and shall damages recovered in respect of such Claim. rrantors shall not be liable for a Claim unless the Investor has given the notice of such Claim, specifying (in reasonable detail) the nature of the an then be reasonably ascertained) the amount claimed, within the peri following the date of this Agreement. gregate liability of the Warrantors for all and any Claims when taken tog the Total Subscription Amount. itations set out in this Clause 4 shall not apply to any Claim which is the d, dishonesty, wilful concealment or wilful misrepresentation by or on be tor. 3.2 Each Warranty is a separate and independent warranty and, save as expressly provided otherwise in this Agreement, no Warranty shall be limited by any other right Warranty or remedy which may be available to by the Buyerother te 3.3 If at an the Warran able, pay to the Buyer (or to the relevant member of the Buyer’s Group) on demand -with sufficie stances and their fin 3.4 The Inv ies shall survive 3.5 This Cla (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; orMajority (b) the amount necessary estors in (excluding any 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 osts, belong to 3.6 An Inve ime prior to notice stor shall 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 be liabl 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 be entitled to give any of the Warranties or to prepare the Disclosure Letter.any

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 (following completion of the Business Restructuring and with reference to the facts and circumstances then existing), 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) ▇▇▇ ▇▇▇▇ 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 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 misleadingmaterial respect. 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 Vendor warrants to the Buyer in Purchaser at the terms set out in Schedule 5 date of this agreement that each of the Warranties is true and each party acknowledges accurate. The Warranties (other than the Exchange Warranties) shall be repeated by the Vendor immediately prior to Completion by reference to the facts and circumstances existing at that the terms of Schedule 5 and this clause 8 are in the circumstances fair and reasonabletime. 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) ▇▇▇ ▇▇▇▇ 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 and independent warranty and (except where this agreement provides otherwise) 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 Each 8.3 The Purchaser acknowledges and agrees that: 8.3.1 the only Warranties (other than the Excluded Warranties) being given in relation to the Properties are those set out in part 2 of schedule 2, and then only insofar as they relate to Media House and Dunsfold Park and that no Claim can be made under any other Warranties (other than the Sellers undertakes with Excluded Warranties) in relation to matters which relate to the Buyer Properties; 8.3.2 the only Warranties (other than the Excluded Warranties) being given in relation to pensions are those set out in part 3 of schedule 2 and that -no Claim can be made under any other Warranties (other than Excluded Warranties) in relation to matters which relate to the Disclosed Schemes; 8.3.3 the only Warranties (aother than the Excluded Warranties) each being given in relation to Confidential Information, Intellectual Property, Computer Systems, the IT Support Agreements and data protection are those set out in paragraphs 13, 14, 15 and 16 respectively of part 1 of schedule 2 and no Claim can be made under any other of the Warranties shall remain true and accurate on each day up (other than Excluded Warranties) in relation to and including matters which are issues of Confidential Information, Intellectual Property, the Completion Date as if any express IT Support Agreements, Computer Systems 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 Agreementdata protection. 8.6 If 8.4 The rights and remedies of 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 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 misleadingsurvive Completion. 8.7 Each of the Sellers hereby 8.5 The Vendor waives and may not enforce 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 directorthe Companies, officer the Subsidiaries or employee of their respective officers or employees in enabling the Company for the purpose of assisting the Sellers Vendor to give any of the Warranties or to prepare the Disclosure Letter save in the case of the fraud or wilful concealment of any officer or employee. 8.6 Between the execution of this agreement and Completion the Vendor agrees that it will procure that the Companies and the Subsidiaries comply with the provisions of schedule 5. 8.7 The Warranties shall be qualified by such information as is Fairly Disclosed in the Disclosure Letter. 8.8 If between the date of this agreement and Completion the Purchaser becomes aware of any matter or matters which entitle the Purchaser (or which would entitle the Purchaser upon repetition of the Warranties (other than the Exchange Warranties)) pursuant to clause 8.1, to make one or more Warranty Claims (other than a Warranty Claim for breach of the warranty set out at paragraph 3 of Part 1 of Schedule 2) (whether such claim or claims are actual or based upon a contingent liability) (alone or in conjunction with other such Warranty Claims) in circumstances where an Independent Expert with experience in advising in relation to claims of a similar nature to the Warranty Claims in question has delivered an opinion in writing (“Opinion”) that the Purchaser could reasonably expect to recover not less than £2,500,000 in respect of such Warranty Claims (taking into account limitations on the liability on the Vendor set out in this agreement including those set out in schedule 9), the Purchaser shall be entitled to serve notice (“Termination Notice”) in writing to the Vendor setting out reasonable details of the Warranty Claim(s) in question and attaching the Opinion. 8.9 If the Purchaser serves a Termination Notice, the Vendor shall (unless the Vendor agrees with the Purchaser that such matter or matters are not capable of remedy) have a period of 10 Business Days from receipt of the Termination Notice to remedy such breach or breaches of Warranty. 8.10 If the Vendor (at its expense) remedies the breach or breaches by no later than the tenth Business Day from the date of receipt of the Termination Notice, the Termination Notice shall be of no further effect in respect of such breach or breaches and the Purchaser shall not be entitled to terminate this agreement pursuant to such Termination Notice. 8.11 If the Vendor fails to remedy the breach (at its expense) this agreement shall be deemed to have terminated 10 Business Days from the date when the Termination Notice was received by the Vendor. In the event of any such termination, none of the parties shall have any further rights or obligations under this agreement other than any accrued rights (excluding any rights to bring Warranty Claims) at that time except in respect of the provisions of clauses 1, 3.4, 16, 17, 18, 19, 20, 22, 23 and 25 to 31 inclusive which will continue in full force and effect. Promptly following such termination, the Vendor will provide written instructions to Voyageur Asset Management (MA) Inc. releasing it from its obligations under, and terminating, the US Escrow Letter. 8.12 If, notwithstanding that the Purchaser is aware of a matter or matters which entitle it to terminate this agreement pursuant to clause 8.8, Completion occurs, the Purchaser shall not be deemed, by so doing, to have waived any Warranty Claim or other Claim which it might have against the Vendor in respect of the matter or matters concerned. 8.13 The Vendor and Purchaser shall notify each other in writing of anything which may give rise to a right to terminate pursuant to clauses 8.8 as soon as reasonably possible after it comes to the notice of either party at any time between the date of this agreement and the Completion Date. 8.14 The Vendor shall indemnify, defend and hold harmless the Purchaser and each member of the Target Group in relation to any Losses incurred by any of them in relation to the BB Motors Claim provided, for the avoidance of doubt, that paragraph 6 of schedule 9 shall apply to the BB Motors Claim. 8.15 In the event that any Target Group Member has any Borrowings the Vendor shall pay to the Purchaser an amount equal to such Borrowings within 10 Business Days of it being established to both parties’ satisfaction each acting reasonably that any such Target Group member has any Borrowings. 8.16 Subject to repayment in full of the Intercompany Balance at Completion, the Vendor (for itself and as agent for the other members of the Vendor’s Group) irrevocably and unconditionally waives with effect from Completion any rights or claims against any member of the Target Group outstanding at the Completion Date. 8.17 The Vendor will reimburse to the Purchaser the amount of any further consideration payable by the Purchaser or any Target Group member pursuant to and in accordance with clause 3 of the agreement dated 19 September 2001 between Highbury Business Communications Limited and DMG World Media (UK) Limited, such amount to be paid within 14 Business Days of being notified of the amount agreed or determined in accordance with that clause 3.

Warranties. 8.1 The Sellers With respect to all Eligible Automobile Finance Receivables listed from time to time on any Borrowing Base Certificates or which, in any way, are used (either directly or indirectly) to support the Revolving Loan Borrowing Base, the Borrowers warrant and represent and warrant jointly and severally to the Buyer Banks and the Agent that: (i) such Eligible Automobile Finance Receivables are genuine, are in all respects what they purport to be, and are not evidenced by a judgment; (ii) such Eligible Automobile Finance Receivables are assignable and are subject to the first and prior perfected Lien and security interest of the Banks and no other lien, claim or encumbrance whatsoever; (iii) such Eligible Automobile Finance Receivables represent undisputed, bona fide transactions completed in compliance with the terms and provisions of the documents related thereto; (iv) the amounts shown on the Borrowers' books and records with respect to the Eligible Automobile Finance Receivables are actually and absolutely owing to FEFG and are not in any way contingent; (v) all payments (including, without limitation, prepayments) which have been made upon such Eligible Automobile Finance Receivables have been accurately reflected on the Borrowers' books and records; (vi) there are no set-offs, counterclaims or disputes existing or asserted with respect to such Eligible Automobile Finance Receivables and neither (in the terms set out case of the Eligible Automobile Finance Receivables only) has made any agreement with any applicable Eligible Auto Consumer for any deduction or discount from any such Eligible Automobile Finance Receivables; (vii) there are no facts, events or occurrences which in Schedule 5 and each party acknowledges that any way impair the validity or the enforcement of such Eligible Automobile Finance Receivables or tend to reduce the amounts payable under such Automobile Finance Receivables; (viii) to the best of the Borrowers' knowledge, there are no proceedings against or otherwise applicable to any Eligible Auto Consumer which might result in any material adverse change to the financial condition of the applicable Eligible Auto Consumer; (ix) the Borrowers have no knowledge of any fact or circumstances which would impair the validity or collectibility of any Eligible Automobile Finance Receivables; (x) the terms of Schedule 5 each Eligible Automobile Finance Receivables comply with all Laws applicable to financings of Automobiles, including, without limitation, any Laws regulating the levels of interest and/or finance charges which may be imposed by any Eligible Automobile Finance Receivables; (xii) the Eligible Automobile Finance Receivables and this clause 8 the related Automobile Finance Agreements are in the circumstances fair exclusive possession of Borrowers 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 held on behalf of the Buyer shall modify FEFG and have not been negotiated or discharge the Sellers’ liability sold to any third party, including without limitation, any party who would qualify as a purchaser under the Warranties in any way and the provisions of section 6(2) Section 9-308 of the Law of Property (Miscellaneous Provisions) ▇▇▇ ▇▇▇▇ are hereby excludedIllinois UCC. 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 and warrant Each of the Warrantors jointly and severally warrants and represents 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) undertakes with ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 set out in the second schedule is now true complete and accurate and will be true complete and accurate in all material respects on each day between the date of this agreement up to and including the Completion Allotment Date as if repeated on each such day with reference to the facts which shall then exist. 8.2 Each of the Warrantors shall procure that (save only as may be necessary to give effect to this agreement) neither it nor any express company in the Group shall do, allow or implied reference in Schedule 5 to procure any act or omission which would constitute a material breach of any of the Warranties upon the repetition of such Warranties from and including the date of this Agreement agreement up to and including the Allotment Date. 8.3 Each Warrantor undertakes to notify ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in writing upon becoming aware of any facts or circumstances which constitute or would be likely to constitute a material breach of any Warranty or which make or would be likely to make inaccurate or misleading any Warranty in any material respect. 8.4 If the Option is exercised after the Allotment Date each Warrantor undertakes to notify ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in writing ("Notification") if that Warrantor is or becomes aware of any facts or circumstances which constitute or might be likely to constitute a material breach of any Warranty or which make or would be likely to make inaccurate or misleading any Warranty in any material respect as if such Warranty were a reference repeated on the date of exercise. 8.5 In this clause 8 and the second schedule, references to the Completion Date; andCompany shall, except where the context otherwise requires, be deemed to include additional and separate references also to each of the Subsidiary Undertakings whether or not it was a Subsidiary Undertaking at the relevant time. (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 8.6 The maximum liability of each Director under the Warranties or which would materially affect and the willingness indemnities under clause 9.1 shall be an amount equal to the number of Shares held by such Director at the date of this agreement (assuming all warrants and options held by such Director have been exercised and all Shares the subject thereof have been issued) multiplied by the Placing Price. The Warranties in respect of a prudent purchaser for value to purchase the Shares on the terms breach of this AgreementWarranty of which he could not reasonably have been aware, having made due and careful inquiry. 8.6 If 8.7 A Director shall, at his option, be entitled to satisfy any claim made against him under the Warranties by transferring such number of shares to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (or as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ may direct) as shall, at the NASDAQ quoted price of the Warranties shall prove to be untrue or misleading, shares at 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 date of the Buyer’s Group) on demand - (a) the amount by which claim, be equal to 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 misleadingclaim. 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 7.1 Save for the Warranties in relation to the S-Venture Warranties, the Company and warrant the Continuing Directors jointly and severally warrant, and undertake to the Buyer Nomad, 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) ▇▇▇ ▇▇▇▇ 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 at the date of this Agreement were and immediately before Admission with reference to the facts and circumstances then subsisting (save that a reference to any fact, matter, event or circumstance existing, occurring or having occurred at or before the Completion Date; anddate of this Agreement shall also be construed as a reference to its existing, occurring or having occurred at or before Admission). (b) it shall immediately disclose 7.2 S-Ventures and the Proposed Directors jointly and severally warrant, and undertake to the Buyer Nomad 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 the Warranties at the date of this AgreementAgreement and immediately before Admission relating to S-Ventures and S-Ventures Subsidiaries only (save that a reference to any fact, matter, event or circumstance existing, occurring or having occurred at or before the date of this Agreement shall also be construed as a reference to its existing, occurring or having occurred at or before Admission). 8.6 If any 7.3 The Warrantors acknowledge that the Nomad is entering into this Agreement in reliance upon each 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 Warranties. 7.4 The Warrantors severally undertake to the BuyerNomad: 7.4.1 that it or they shall not knowingly, pay to the Buyer (recklessly 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 negligently do, cause, allow or procure, 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 act or omission in or from any information or advice supplied or given by any director, officer or employee before Admission which would constitute a breach of the Company for the purpose of assisting the Sellers to give any of the Warranties or would make any of them untrue, inaccurate or misleading in any respect if repeated by reference to prepare the Disclosure Letterfacts and circumstances in existence at any time prior to Admission or cause any statement in the Admission Document to become untrue, inaccurate or misleading in any respect; and 7.4.2 to notify the Nomad immediately in writing of any information which it or they are or become aware at any time prior to Admission which would or might indicate that any of the Warranties is or may be untrue, inaccurate or misleading when made and/or that any of the Warranties has ceased or may have ceased to be true or accurate or has or may have become misleading by reference to the facts and circumstances from time to time subsisting during that period prior to Admission and provide the Nomad with such further information as the Nomad shall reasonably require, in which event the Nomad may (without prejudice to its rights to terminate its obligations under this Agreement pursuant to clause 12) require the Company at its own expense to make or cause to be made such announcements and/or despatch such communications (including without limitation a Supplementary Admission Document) so as to ensure compliance with the AIM Rules and all other applicable laws as the Nomad shall determine. 7.5 Without prejudice to the Warranties contained in Schedule 2, each Director severally warrants, and undertakes to the Nomad that all information in respect of themselves (including, without limitation, any information relating to their past employment and past or present activities or business interests) with which the Nomad has been provided in writing (including, without limitation, the contents of their Director's questionnaire) given in connection with Admission and/or set out or referred to in the Admission Document is true and accurate, is not misleading and does not omit anything likely to affect the import of such information. 7.6 Where any Warranty is qualified by the phrase "in all material respects" or "materially" or any similar phrase, materiality shall mean in any respect material in the context of the Enlarged Group, the Placing and/or Admission in the reasonable opinion of the Nomad. 7.7 Warranties qualified by the expression so far as the Warrantors is aware or any similar expression are deemed to be given to the best of the knowledge, information and belief of the Warrantor after it has made due and careful enquiries. 7.8 Each of the Directors severally waives all and any rights which they may have or claim to have against the Enlarged Group or any of its officers or employees (including without limitation any rights of contribution) arising out of or in connection with any breach of warranty, representation, undertaking, indemnity or obligation under or pursuant to this Agreement.

Warranties. 8.1 6.1 The Sellers represent Buyer is entering into this agreement on the basis of, and in reliance on, the Warranties. 6.2 The Management Warrantors, warrant jointly and severally to the Buyer in that each Warranty is true, accurate and not misleading on 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 reasonableagreement. 8.2 The Warranties are given subject 6.3 Subject to matters fullyclause 6.5 (Warranties) but notwithstanding any other provision of this agreement, fairly and accurately disclosed in sufficient detail the Paradigm Warrantors warrant 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) ▇▇▇ ▇▇▇▇ are hereby excluded. 8.3 In that so far as the Warranties relate to matters of factParadigm Warrantors are aware each Warranty is true, 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 accurate 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 misleading 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. 6.4 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 to be is untrue or misleading, the Sellers shall, without prejudice to any other right or remedy which may be available to the Buyer, Warrantors liable for such breach shall pay to the Buyer (or to the relevant member in respect of the Buyer’s Group) on demand -a Substantiated Claim: (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 Buyer or the Company and any member of the Buyer’s Group into the position 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 legal and other professional fees and expenses, the costs of management time and all other consequential losses whether directly or indirectly arising) Losses 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 this clause 6.4 (Warranties) 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 subject to Taxation, except to the extent the payment was subject to such Warranty been true and Taxation because the Buyer assigned the benefit of this agreement to another party, directed that payment be made otherwise than to the Buyer, or was not misleadingresident in the United Kingdom for Tax purposes. 8.7 6.5 Warranties qualified by the expression so far as the Warrantors are aware or any similar expression: (a) in the case of the Management Warrantors, are deemed to include an additional Warranty to the effect the Management Warrantors have made reasonable enquiries of each other and of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇’▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇▇ into the subject matter of such Warranty; (b) in the case of the Paradigm Warrantors, means the actual awareness of the Paradigm Warrantors having made reasonable enquiries of the Management Sellers into the subject matter of such Warranty. 6.6 Each of the Sellers Warranties is separate and, unless otherwise specifically provided, is not limited by reference to any other Warranty or any other provision in this agreement. 6.7 With the exception (and to the extent expressly provided herein) 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. 6.8 The Warrantors agree that any information supplied by the Company or by or on behalf of any of the employees, directors, agents or officers of the Company to the Warrantors 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, and the Warrantors hereby waives undertake to the Buyer and to the Company 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 3.1 The Sellers represent Seller warrants and warrant jointly and severally represents to the Buyer in that each Warranty is true and not misleading on the terms set out in Schedule 5 and each party acknowledges that date of the terms of Schedule 5 and this clause 8 are in the circumstances fair and reasonableAgreement except as Disclosed. 8.2 The Warranties are given subject 3.2 Without prejudice to matters fully, fairly and accurately disclosed in sufficient detail to enable the right of the Buyer to understand their nature and scope in the Disclosure Letter (‘Disclosed’) but no claim on any other information of which the Buyer has actual, constructive basis 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) ▇▇▇ ▇▇▇▇ 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 take advantage 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 remedies available to and including the Completion Date as it, 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 Warranty 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 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 (bi) the amount necessary to put the Company and any member of the Buyer’s Group Transgenomic Limited into the position it would have been in if the Warranty had such Warranty not been true and not untrue or misleading; together with the amount of and (ii) all costs and expenses (including including, without limitation, damages, legal and other professional fees and expensescosts, the costs of management time and all other penalties, expenses but excluding consequential losses whether directly or indirectly arisinglosses) properly incurred directly or indirectly by the Buyer or Transgenomic Limited as a result of the Warranty being untrue or misleading; and (iii) any amount necessary to ensure that, after any Taxation of a payment made in accordance with paragraph 3.2(i) or paragraph 3.2(ii), the Buyer is left with the same amount it would have had if the payment was not subject to Taxation. 3.3 The Buyer is not entitled to recover damages or otherwise obtain payment, reimbursement or restitution more than once in respect of the same loss twice. 3.4 Warranties qualified by the expression so far as the Seller is aware or so far as Trangsgenomic Limited is aware (or any member similar expression) are deemed to be given to the best of the Buyer’s Groupinformation and belief of the Seller or Transgenomic Limited (as applicable), after it has made all reasonable and careful enquiries of (i) or the Company which it would not have incurred had such Warranty been true Ernst & Young LLP (financial advisers to Transgenomic Limited) (ii) ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (legal adviser to Transgenomic Limited) (iii) ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ and not misleading▇▇▇▇▇ ▇▇▇▇▇. This paragraph 3.3 applies to this Schedule only. 8.7 3.5 Each of the Sellers Warranties is separate and, unless specifically provided, is not limited by reference to any other Warranty or anything in this Schedule. 3.6 With the exception (i) of matters Disclosed; and (ii) information the Buyer has actual knowledge of in sufficient detail to identify the scope and nature of the matter in the context of the business of Transgenomic Limited, no information of which the Buyer and/or its agents and/or advisors has knowledge (actual, constructive or imputed knowledge) 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. 3.7 The Seller agrees that any information supplied by Transgenomic Limited or by or on behalf of any of the employees, directors, agents or officers of Transgenomic Limited (“Officers”) to the Seller or its advisers in connection with the Warranties, the information Disclosed in the Disclosure Schedule or otherwise shall not constitute a warranty, representation or guarantee as to the accuracy of such information in favour of the Seller, and the Seller hereby undertakes to the Buyer and to Transgenomic Limited and each Officer that it waives any right and all claims which it may might otherwise have against any of them in respect of any misrepresentation, inaccuracy or omission such claims. 3.8 The only Warranties given in or from any information or advice supplied or given by any director, officer or employee respect of Taxation are the Company for the purpose of assisting the Sellers to give any of the Warranties or to prepare the Disclosure LetterTax Warranties.

Warranties. 8.1 6.1 The Sellers represent Vendor represents, warrants and warrant jointly and severally undertakes to the Buyer Purchaser that each of the Warranties is true and accurate in all respects, and not misleading, at the terms set out in Schedule 5 and each party date of this Agreement. 6.2 The Vendor acknowledges 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) ▇▇▇ ▇▇▇▇ are hereby excluded. 8.3 In so far as the Warranties relate to matters of fact, they shall constitute representations Agreement in reliance upon which each of the Buyer has entered Warranties with the intention of inducing the Purchaser to enter into this Agreement. 8.4 Each 6.3 The Warranties shall be qualified by reference to those matters fairly disclosed in the Disclosure Letter but no other information relating to the Business or the Assets of which the Warranties is a separate representation Purchaser has knowledge, (whether actual, constructive or warranty and imputed) shall not be restricted in its extent preclude or application affect any claim made by the terms Purchaser for breach of any of the other Warranties or by reduce any other term of this Agreement. 8.5 Each amount recoverable and the Vendor shall not invoke any knowledge (whether actual, constructive or imputed) of the Sellers undertakes with the Buyer that - (a) each Purchaser 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 facts 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 render any of the Warranties shall prove to be as being untrue or misleading, the Sellers shall, without prejudice misleading as a defence to or otherwise to affect any other right or remedy which may be available to the Buyer, pay to the Buyer (or to the relevant member claim for breach of any of the Buyer’s Group) on demand -Warranties. (a) 6.4 The provisions of Schedule 5 shall have effect. 6.5 The Vendor agrees with the amount by which the value of the Shares is less than Purchaser that it would have been had such Warranty been true shall waive 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 in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by any directorofficer, officer employee, consultant or employee adviser of or to the Company Vendor for the purpose of assisting the Sellers Vendor to give any of the Warranties or to prepare the Disclosure LetterLetter or otherwise in connection with this Agreement. 6.6 Each of the Warranties shall be construed separately and independently and (save where expressly provided to the contrary) shall not be limited or restricted by reference to or inference from any other provision of this Agreement or any of the other Warranties.

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) ▇▇▇ ▇▇▇▇ 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) ▇▇▇ ▇▇▇▇ 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 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) ▇▇▇ ▇▇▇▇ 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) ▇▇▇ ▇▇▇▇ 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 5.1 The Sellers represent and warrant jointly and severally Vendor warrants to the Buyer in Purchaser that each of the terms Warranties as set out forth in Schedule 5 3 is true and each party accurate and the Vendor acknowledges that the terms Purchaser is entering into the Agreement in reliance upon each of Schedule 5 the Warranties each of which is given on the basis that it is repeated at all times up to and this clause 8 are including Completion. 5.2 The Warranties and any other representation, indemnity or undertaking contained herein, except those contained in the circumstances fair and reasonable. 8.2 The Warranties Tax Deed, are given subject to matters fully, fairly and accurately any exceptions disclosed in sufficient detail to enable the Buyer to understand their nature and scope or qualifications or reservations stated 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 expressly provided for under the Warranties in any way and the provisions of section 6(2) of the Law of Property (Miscellaneous Provisions) ▇▇▇ ▇▇▇▇ 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 5.3 Warranties to be independent Each of the Warranties is a shall be separate representation or warranty and independent and, save as expressly provided, shall 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 undertakes 5.4 The Vendor agrees with the Buyer that - (a) each of the Warranties shall remain true Purchaser for itself 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 Trustee 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 to waive 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 rights which it 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 directorthe Company or its/their officers, officer employees or employee advisers in connection with the giving of the Company for Warranties and the purpose preparation of assisting the Sellers Disclosure Letter. 5.5 Obligations to give make enquiries Where any of the Warranties is made or given so far as the Vendor is aware or to prepare the Disclosure Letterbest of the Vendor's knowledge, information and belief or any similar expression, such Warranty shall be deemed to be made on the basis of actual and constructive knowledge of the Vendor, having made or been deemed to have made enquiries only of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇.

Warranties. 8.1 6.1 The Sellers represent Company hereby represents, warrants and warrant jointly and severally undertakes to each of the Buyer Subscribers in the terms set out in Schedule 5 5. 6.2 The Company hereby represents, warrants and undertakes to each party of the Subscribers that the Warranties are true and correct in all material respects and not misleading in any material respects as at the date of this Agreement and will continue to be so up to and including the time of Completion. 6.3 The Company hereby agrees and acknowledges that each of the terms of Schedule 5 and Subscribers is entering into this clause 8 are Agreement in reliance on the circumstances fair and reasonableWarranties. 8.2 6.4 The Warranties are given subject Company undertakes to matters fully, fairly and accurately disclosed in sufficient detail notify the Subscribers as soon as reasonably practicable on any matter or event coming to enable the Buyer its attention prior to understand their nature and scope in the Disclosure Letter (‘Disclosed’) but no other information of Completion which the Buyer has actual, constructive shows or imputed knowledge and no investigation or enquiry made by or on behalf could reasonably be expected to cause any of the Buyer shall modify Warranties to be or discharge the Sellers’ liability under the Warranties to have been untrue or misleading in any way and material respect or which may have any material adverse effect on the provisions of section 6(2) assets or liabilities of the Law of Property (Miscellaneous Provisions) ▇▇▇ ▇▇▇▇ are hereby excludedCompany. 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 6.5 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 Warranty and, except where expressly or otherwise stated, no provision in any Warranty shall govern or limit the extent or application of any other provision in any Warranty. 6.6 The Warranties shall survive Completion and the rights and remedies of the Subscribers in respect of any breach of the Warranties shall not be affected by Completion or by the Subscribers rescinding, or failing to rescind this Agreement, or failing to exercise or delaying the exercise of any right or remedy, or by any other event or matter whatsoever, except a specific and duly authorised written wavier or release and no single or partial exercise of any right or remedy shall preclude any further or other exercise. 6.7 The Company undertakes in relation to any Warranty which may be available refers to the Buyerknowledge, pay information or belief of the Company that it has made full enquiry into the subject matter of that Warranty and that it does not have the knowledge, information or belief that the subject matter of that Warranty may not be correct, complete or accurate. 6.8 Each of the Subscribers hereby represents, warrants and undertakes to the Buyer (or to the relevant member of the Buyer’s Group) on demand -Company that: (a) he or it has the amount by right, power and authority to enter into and perform this Agreement which constitutes legal, valid and binding obligations on the value of the Shares is less than it would have been had such Warranty been true and not misleading; orSubscriber in accordance with its terms; (b) he or it has sufficient financial resources necessary for the amount necessary to put the Company and any member subscription of the Buyer’s Group into the position it would have been in had such Warranty been true Convertible Bonds; and (c) this Agreement constitutes valid, binding and not misleading; together with the amount enforceable obligations 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 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 misleadingit. 8.7 6.9 Each of the Sellers Subscribers hereby waives any right which it may have agrees and acknowledges that the Company is entering into this Agreement in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given reliance on the warranties made by any director, officer or employee each of the Company for the purpose of assisting the Sellers to give any Subscribers under Clause 5.8. 6.10 Each of the Warranties Subscribers further agrees and acknowledges that prior to the listing of the Shares on GEM, the Group shall be permitted to declare, make or pay to prepare its shareholders a special dividend which, subject to compliance with all laws and regulations, may be equivalent to the Disclosure Lettermaximum possible amount of the retained earnings of the Group.

Warranties. 8.1 6.1 The Sellers represent Seller undertakes, represents and warrant jointly and severally warrants to the Buyer Purchaser (for itself and for the benefit of its successors) that each of the statements in the terms set out Warranties is now and will at Completion and at all times before Completion be true and accurate and not misleading. 6.2 The Purchaser undertakes, represents and warrants to the Seller (for itself and for the benefit of its successors) that each of the statements in Schedule 5 the Purchaser's Warranties is now and each party will at Completion and at all times before Completion be true and accurate and not misleading. 6.3 The Seller acknowledges that the terms Purchaser has entered into this Agreement on the basis 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) ▇▇▇ ▇▇▇▇ are hereby excluded. 8.3 In so far as the Warranties relate to matters of fact, they shall constitute representations in reliance upon which (among other things) the Buyer Warranties and has entered been induced by them to enter into this Agreement. 8.4 6.4 The Purchaser acknowledges that the Seller has entered into this Agreement on the basis of and in reliance upon (among other things) the Purchaser's Warranties and has been induced by them to enter into this Agreement. 6.5 Each of the Warranties is a shall be separate representation and independent. Save as expressly otherwise stated to the contrary, no provision in any Warranty shall govern or warranty and shall not be restricted in its limit the extent or application of any other provision in any Warranty and no Warranty shall be limited by reference to or inference from anything in the terms other Transaction Document. 6.6 Subject to the provisions of Clause 8, in the event that any of the other Seller's Warranties is breached or by any other term of this Agreement. 8.5 Each of (as 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 shall, without prejudice Purchaser shall have the right to claim damages or otherwise take any other right or remedy which may be available to actions against the Buyer, pay to the Buyer (or to the relevant member of the Buyer’s Group) on demand - (a) the amount by Seller for any and all Losses which the value Purchaser has incurred or sustained as a result thereof. For the avoidance 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 doubt, 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 claim made by the Buyer (or any member of Purchaser under this Clause 6.6 shall not prejudice the BuyerPurchaser’s Group) or the Company which it would not have incurred had such Warranty been true and not misleadingother rights under this Agreement. 8.7 Each of 6.7 In 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 event that any of the Purchaser's Warranties is breached or (as the case may be) proves to prepare be untrue or misleading, the Disclosure LetterSeller shall have the right to claim damages or otherwise take any actions against the Purchaser for any and all Losses which the Seller has incurred or sustained as a result thereof. For the avoidance of doubt, any claim made by the Seller under this Clause 6.6 shall not prejudice the Seller’s other rights under this Agreement. 6.8 The Seller shall promptly notify the Purchaser in writing immediately upon becoming aware of the same, of any matter, event or circumstance (including any omission to act) which may arise or become known to the Seller after the date of this Agreement and before Completion which constitutes a breach of, or is inconsistent with any of the Warranties. For the avoidance of doubt, such disclosure shall not prejudice any rights of the Purchaser nor exempt the Seller’s liability. 6.9 The Purchaser shall promptly notify the Seller in writing immediately upon becoming aware of the same, of any matter, event or circumstance (including any omission to act) which may arise or become known to the Purchaser after the date of this Agreement and before Completion which constitutes a breach of, or is inconsistent with any of the Purchaser's Warranties. For the avoidance of doubt, such disclosure shall not prejudice any rights of the Seller nor exempt the Purchaser’s liability. 6.10 Any qualification to any Warranties by reference to the knowledge of a Party shall mean the best of the knowledge (actual, implied and constructive), information or belief of that Party and that it has made all reasonable enquiries into the subject matter of that Warranty, and that it does not have the knowledge, information or belief that the subject matter of that Warranty may not be correct, complete or accurate.

Warranties. 8.1 The Sellers represent and warrant jointly and severally to Borrower warrants 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) ▇▇▇ ▇▇▇▇ 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 -following: (a) each except as provided in the Business Loan Agreement, it has or will acquire free and clear title to all of the Warranties Collateral and the security interest granted to Lender shall remain true be a first security interest, and accurate on each day up to and including the Completion Date as if any express or implied reference in Schedule 5 Borrower will defend same to the date Lender against the claims and demands 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; orall persons; (b) the amount necessary to put the Company and any member Borrower will fully cooperate in placing or maintaining Lender's lien or security interest; (c) all of the Buyer’s Group into collateral is located in the position states of Michigan or Massachusetts; (d) all accounts are genuine and collectible except to the extent of reserves provided on the balance sheet; (e) the Borrower will not remove or change the location of any Collateral without the Lender's prior written consent; (f) the Borrower will not use the Collateral or permit it would have been to be used for any unlawful purpose; (g) the Borrower will not conduct business under any name other than that stated herein, nor change, nor reorganize the type of business entity as described, except upon the prior written approval of the Lender, in had which event the Borrower agrees to execute any documentation of whatsoever character or nature demanded by the Lender for filing or recording, at the Borrower's expense, before such Warranty been true and not misleading; together with change occurs; (h) the amount Borrower will keep all records of all costs and expenses (including legal and other professional fees and expensesaccount, the costs documents, evidence of management time title, and all other consequential losses whether directly documentation regarding its business and the Collateral at the address specified herein, unless notice thereof is given to the Lender at least ten (10) days prior to the change of any address for the keeping of such records; the Borrower will, at all times, maintain the Collateral in good condition and repair, ordinary wear and tear excepted, and will not sell or indirectly arisingremove same except as to inventory in the ordinary course of business; (i) incurred directly or indirectly the Borrower is a legally created business entity, as described before, and it has the power, and the person signing is duly authorized, to enter into this Agreement; the execution of this Agreement will not create any breach of any provision of any other agreement to which Borrower is a party; and (j) all Financial Statements delivered by the Buyer Borrower to the Lender to obtain loans and extensions of credit taken as a whole (or any member A) fairly present in all material respects (subject, in the case of the Buyer’s Groupinterim financial statements, to normal, recurring year-end adjustments which are not material individually or in the aggregate) the financial position of the Borrower as of the dates indicated and the results of operations of the Borrower for the periods indicated, (B) (x) have been prepared in accordance with Generally Accepted Accounting Principles ("GAAP") consistently applied throughout the periods covered thereby (subject, in the case of the interim financial statements, to normal, recurring year-end adjustments which are not material individually or in the aggregate) or (Y) to the Company extent not prepared in accordance with GAAP, then footnotes to the Financial Statements will be provided describing in reasonable detail the differences, if any, between the accounting principles pursuant to which it would not have incurred had such Warranty been true Financial Statements were in fact prepared and not misleading. 8.7 Each GAAP and (C) are in accordance with the books and records of the Sellers hereby waives any right Borrower which it may have been maintained 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 Lettera manner consistent with historical practice.

Warranties. 8.1 5.1 The Sellers represent and warrant jointly and severally Vendor hereby warrants to the Buyer Purchaser in the terms set out in of the Fourth Schedule 5 and each party acknowledges that the terms Purchaser is entering into this Agreement in reliance on each 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 fullythe Disclosed Matters. 5.3 In the absence of fraud on the part of the Vendor, fairly the aggregate amount of the liability of Vendor under this Agreement shall not exceed the amount of the Cash Consideration plus the principal sum payable under the Loan Note provided that the Vendor may, at its sole discretion, elect by notice in writing to the Purchaser to satisfy all or any part of such liability by a reduction in an equivalent amount of the principal sum payable under the Loan Note (and accurately disclosed in such event such reduction shall be given effect to and the Vendor shall have no further liability to the Purchaser in respect of that part of the aforementioned liability elected so to be satisfied). 5.4 No liability shall attach to Vendor under this Agreement unless the aggregate amount of such liability shall exceed US$100,000 in which event the liability of Vendor shall not be limited by this Clause 5.4 (but without prejudice to the other provisions of this Clause 5). 5.5 No liability shall attach to Vendor under this Agreement in respect of any claim where the amount of such liability in respect of that claim is less than US$5,000. 5.6 Purchaser acknowledges and agrees that: 5.6.1 it is a company experienced and knowledgeable in the medical devices industry and in products of the sort produced and sold by the Company , and is familiar with the issues, problems and concerns faced by companies (such as the Company) operating in such industry; 5.6.2 the Vendor and the Company have, prior to the date hereof, given the Purchaser unrestricted access to all books, records, premises and employees of the Company, and has also permitted the Purchaser to speak and meet with such customers of and suppliers to the Company as the Purchaser may have requested, for the purpose of the Purchaser undertaking such due diligence as it thinks fit in relation to the Company, its business and affairs; 5.6.3 it has carried out such inspections, reviews, and interviews as it deems sufficient detail to enable and is satisfied with the Buyer to understand their nature quality, quantity, and scope completeness of information and assistance provided 5.7 The Vendor acknowledges that the Company has been selling the products described in the Disclosure Letter (‘Disclosed’) but no other information since about 1992 under trade agreements containing various warranties and representations to its customers, examples of which have been provided to the Buyer Purchaser by the Vendor (and are annexed to the Disclosure Letter) and the Vendor believes those representations to be true. Nonetheless, the Vendor and Purchaser acknowledge that they have seriously negotiated the many terms and conditions of this Agreement and have thereby carefully allocated various risks, costs and other matters between them and attempted to reduce any uncertainty and to simplify resolution of any disputes which might arise with respect to this Agreement. Notwithstanding the foregoing and FOR THE AVOIDANCE OF DOUBT no representation or warranty is or has actualbeen given by the Vendor (and this Agreement and the warranties shall be so construed accordingly) to the Purchaser: 5.7.1 that the technology applicable to or used in the design, constructive manufacture, testing or imputed knowledge labeling of blood gas sensors (or any other products of the Company) is fit for the purpose for which such products have been designed, or is otherwise appropriate or represents the state of the art for making a blood gas sensor that will perform in foreseeable settings with a degree of safety, efficacy, or reliability satisfactory to user-practitioners, patients or regulators; and/or 5.7.2 (although the Company believes that the products of the Company are safe, effective, and no investigation represent the state of art for such products and that its inspection, quality control, testing and record keeping procedures are complete, adequate and accurate) that the products of the Company, and/or their design and manufacture, and/or the inspection, quality control, testing (both in vitro and in vivo), clinical trials, or enquiry clinical uses of such products, are or ever will be or can ever be made sufficiently free from imperfections as to permit confidence in the performance of such products, or that the records or record keeping with respect to any and all of the foregoing is, or has been, complete, adequate or accurate. 5.8 No claim shall be capable of being made against Vendor under this Agreement unless written notice thereof (specifying full details of the breach or other event to which such claim shall relate and the Purchaser's bona fide estimate of the amount thereof) shall have been given to Vendor promptly after a claim has arisen and in any event: 5.8.1 in the case of claims under those Warranties set out in paragraphs 3,4 and 7 to 29 (inclusive) and paragraphs 47, 48 and/or 49 of the Fourth Schedule not later than the date which is 12 months after the date of Completion; 5.8.2 in the case of claims under those Warranties set out in paragraphs 1, 2 and/or 5 of the Fourth Schedule not later than the date which is 18 months after the date of Completion; 5.8.3 in the case of claims under those Warranties set out in paragraphs 30 to 45 (inclusive) of the Fourth Schedule not later than the date which is 7 years after the date of Completion Any such claim which may be made shall (if it has not been previously satisfied, settled or withdrawn) be deemed to be withdrawn at the expiration of one year from the date of giving notice of such claim in accordance with Clause 5.8 (or, in the case of notified claims falling within Clause 5.20, one year from the date that the contingent liability in question becomes an actual liability) unless legal proceedings in respect thereof have been commenced by the issuing and service of such proceedings against Vendor and the subject matter of any such claim which shall be so deemed withdrawn shall not be capable of being the subject of a further claim. 5.9 Payment of any claim under this Agreement shall pro tanto satisfy and discharge any other claim under this Agreement which is capable of being made in respect of the same subject matter. 5.10 No liability shall attach to Vendor in respect of a claim under this Agreement to the extent that: 5.10.1 such claim arises or is increased as a consequence of a change in the law or a change or withdrawal of any previously published practice or concession of any tax authority after the date hereof; 5.10.2 such claim arises or is increased as the result of any provision or reserve made in respect thereof in the Accounts or the Management Accounts being insufficient by reason of any increase in rates of taxation made after the date hereof or arises or is increased as the result of the retrospective imposition of taxation as a consequence of a change in the law after the date hereof; 5.10.3 such claim or the events giving rise to such claim arise or such claim is increased as a result of an act, omission or transaction by or on behalf at the request of or with the approval of the Buyer Purchaser or the Company or its directors, officers or employees effected after Completion otherwise than in the ordinary course of business as presently carried on by the Company or as required by operation of law or any agreement of the Company which is in existence prior to Completion; 5.10.4 such claim or the event giving rise to such claim would not have arisen if the policies of insurance effected by the Company (or equivalent policies) as at the Completion Date had been maintained in force after Completion; 5.10.5 the liability giving rise to such claim has been taken into account in the Management Accounts; 5.10.6 a provision or reserve (identified as such) in respect thereof is made in the Management Accounts or to the extent that the subject matter of the claim was taken into account in computing the amount of any such provision or reserve; 5.10.7 such claim results from or is increased or extended by the change of the accounting reference date of the Company on Completion or any subsequent change thereafter or by any change in the accounting policies of the Company after Completion. 5.11 The Vendor shall modify or discharge have no liability to the Sellers’ liability Purchaser under the Warranties in (or any way and the provisions of section 6(2them) by reason of the Law bad trade debts of Property (Miscellaneous Provisions) ▇▇▇ ▇▇▇▇ are hereby excludedthe Company, the amount accrued for patient data module expenses and/or the amount accrued for customer returns for repairs exceeding the amount provided therefor in the Accounts or in the Management Accounts, or exceeding the amount allowed therefor pursuant to Clause 3.2. 8.3 5.12 In assessing any liability of the Vendor under this Agreement there shall be taken into account: 5.12.1 any benefit (excluding taxation benefit) accruing to the Purchaser or the Company as a direct consequence of the relevant breach; and 5.12.2 the amount of any reserve or provision for liability within the Accounts which has not been fully utilised at the date of claim in respect of the relevant breach but to the extent so far taken into account shall not thereafter be available as the Warranties relate to matters of fact, they shall constitute representations in reliance upon which the Buyer has entered into this Agreementa provision. 8.4 Each 5.13 The effect of the Warranties is a separate representation or warranty application of Clauses 5.9 to 5.12 shall first be taken into account for the purpose of determining the amount of liability for the purposes of Clauses 5.4 and 5.5. 5.14 The Purchaser shall not be restricted entitled to recover any sum in its extent or application by the terms respect of any claim for breach of any of the other Warranties or otherwise obtain reimbursement or restitution more than once in respect of any one breach of the Warranties. 5.15 In the event that the Purchaser or the Company is entitled to recover from a third party (whether by payment, discount, credit, relief or otherwise howsoever) any other term sum in relation to any loss, liability or damage which is the subject of a claim under this Agreement or which may give rise to a claim under this Agreement, the Purchaser shall (or shall procure that the Company shall): 5.15.1 notify the Vendor as soon as reasonably practicable and provide such information and assistance as the Vendor may require relating to such entitlement and the action taken or proposed to be taken by the Purchaser or the Company in respect of it; 5.15.2 take (at the expense of the Vendor ) such reasonable steps or proceedings as the Vendor may require and shall act in accordance with any such requirements of the Vendor subject to the Purchaser being indemnified by Vendor against all reasonable costs and expenses incurred in connection therewith and shall keep the Vendor promptly informed of the progress of any such steps, proceedings or actions. 8.5 Each 5.16 In the event of the Sellers undertakes with Vendor having paid to the Buyer that - (a) each Purchaser an amount in respect of the Warranties shall remain true a claim under this Agreement and accurate on each day up to and including the Completion Date as if any express or implied reference in Schedule 5 subsequent to the date of this Agreement were making such payment the Purchaser or the Company recovers from a reference third party (whether by payment, discount, credit, relief or otherwise howsoever) a sum which is referable to that payment then the Purchaser shall forthwith repay or procure the repayment by the Company to the Completion Date; and (b) it shall immediately disclose Vendor of so much of the amount paid by the third party as does not exceed the sum paid by the Vendor to the Buyer Purchaser less the reasonable costs of the Purchaser or the Company in writing recovering such sum. 5.17 In the event that the Purchaser or the Company shall be in receipt of any matter claim by another person which becomes known to it before Completion and which gives rise, might constitute or might give rise, rise to a claim under this Agreement, the Warranties Purchaser shall as soon as reasonably practicable notify the Vendor giving full details as far as practicable and shall not settle or which would materially affect compromise any such claim or make any admission of liability without the willingness prior written consent of the Vendor such consent not to be unreasonably withheld. The Vendor shall be entitled to require the Purchaser to take or to procure that the Company takes (at the expense of the Vendor) such reasonable steps or proceedings as Vendor may consider necessary in order to mitigate any claim under this Agreement. The Purchaser shall and/or shall procure that the Company shall act in accordance with any such requirements of the Vendor subject to the Purchaser being indemnified by the Vendor against all reasonable costs and expenses incurred in connection therewith and shall keep the Vendor promptly informed of the progress of such acts. 5.18 Where a breach of this Agreement shall be in respect of a prudent purchaser matter where the Company shall be insured against any loss or damage arising therefrom, the Purchaser shall procure that the Company shall make and diligently pursue a claim against its insurers for value compensation for such loss or damage suffered and any claim against the Vendor shall be limited (in addition to purchase the Shares all other limitations on the terms of this Agreement. 8.6 If any liability of the Warranties shall prove Vendor elsewhere referred to be untrue or misleading, the Sellers shall, without prejudice herein) 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 amount of the Shares is less than it would have been had loss or damage suffered by the Purchaser as a result of such Warranty been true breach shall exceed the compensation paid by the said insurers to the Company or the Purchaser. 5.19 In relation to any claim under this Agreement or any fact, matter, event or circumstance which may give rise to a claim the Purchaser shall allow (and not misleading; or (bshall procure that the Company shall allow) the Vendor, their advisers and their agents to investigate any such claim, fact, matter, event or circumstance and whether and to what extent any amount necessary to put is payable in respect thereof and shall make available (and shall procure that the Company makes available) and shall use its best endeavours to procure that the auditors (both present and then current) of the Company make available to the Vendor, their advisers and their agents, all such property, information and assistance (including access to properties and any member of their books, correspondence, audit papers or other documents or records and the right to copy the same and making available employees and directors to give assistance) as may reasonably be required by the Vendor. 5.20 If any claim under this Agreement shall arise by reason of some liability of the Buyer’s Group into Company which, at the position it would have been in had such Warranty been true and not misleading; together with time the amount of all costs and expenses (including legal and other professional fees and expensesclaim is notified to the Vendor, is contingent only, the costs Vendor shall not be under any obligation to make any payment to the Purchaser in respect of management such claim until such time and all other consequential losses whether directly as the contingent liability shall become an actual liability. 5.21 Nothing in this Agreement shall be deemed to relieve the Purchaser from any common law duty to mitigate any loss or indirectly arising) damage incurred directly or indirectly by it. 5.22 Any amount paid by the Buyer (or any member of Vendor to 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 in respect of any misrepresentation, inaccuracy or omission breach of this Agreement shall be treated as 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 LetterConsideration.

Warranties. 8.1 The Sellers represent Seller warrants and warrant jointly and severally represents to the Buyer in that each of the terms set out in Schedule 5 Seller's Warranties is true, accurate and each party acknowledges that not misleading as at the terms date of Schedule 5 and this clause 8 are in the circumstances fair and reasonableAgreement. 8.2 The Buyer warrants and represents to the Sellers that each of the Buyer's Warranties are is true, accurate and not misleading at the date of this Agreement. 8.3 The Seller is deemed to warrant and represent again to the Buyer that each of the Seller's Warranties is true, accurate and not misleading as at the Completion Date with reference to the facts and circumstances then subsisting. 8.4 The Buyer is deemed to warrant and represent again to the Seller that each of the Buyer's Warranties is true, accurate and not misleading as at the Completion Date with reference to the facts and circumstances then subsisting. 8.5 Each of the Seller's Warranties (save for the Fundamental Warranties) is given subject only to matters Disclosed in the Disclosure Letter. For this purpose, and for all purposes under this Agreement, the expression "Disclosed" means fully, fairly and accurately disclosed (in the absence of any fraud, dishonesty or deliberate misstatement or wilful concealment on the part of the Seller or any member of the Target Group or any of their respective agents, officers or employees) in such reasonable manner and in such reasonable detail as to enable the Buyer to make an informed assessment of the matter concerned. 8.6 The Seller's Warranties and the Buyer's Warranties shall continue in full force and effect notwithstanding Completion. 8.7 Each of the Seller's Warranties and ▇▇▇▇▇'s Warranties shall be separate and independent and, save as expressly provided, shall not be limited by reference to any other respective Seller's Warranty or Buyer's Warranty or any other provision in this Agreement. 8.8 The rights and remedies of the Buyer in respect of any breach of the Seller's Warranties shall not be affected by Completion, by any investigation made by or on behalf of the Buyer or by any information of which the Buyer has knowledge (whether constructive or imputed) relating to the affairs of the Target Group, by its terminating or rescinding or failure to terminate or rescind this agreement, by any failure to exercise or delay in exercising any right or remedy or by any other event or matter whatsoever, except a specific and duly authorised written waiver or release expressly referring to such breach. 8.9 Each of the Seller's Warranties made or given in respect of BCPLC shall be deemed to be a warranty of the Seller made or given in respect of each member of the Target Group and (unless the context or subject matter otherwise requires) the expression the "BCPLC" in the Seller's Warranties shall be construed accordingly. 8.10 Where any statement in the Seller's Warranties is qualified by the expression "to the best of the knowledge, information and belief" or "so far as the Seller is aware" or any similar expression, for these purposes, the Seller shall have made all reasonable enquiries of the Seller and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ Kong ▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇. 8.11 Any claim under the Seller's Warranties (but not the Fundamental Warranties) shall be limited in accordance with Schedule 4 provided that none of the provisions in Schedule 4 shall apply in the case of any fraud, dishonesty or deliberate misstatement or wilful concealment on the part of the Seller or any member of the Target Group or any of their respective agents, officers or employees. 8.12 Upon the Seller becoming aware of any fact, matter or circumstance which is or may be reasonably likely to render a Seller's Warranty untrue or incorrect or misleading in any material respect or has a reasonable expectation that any of those things might occur, the Seller shall notify the Buyer in writing of that fact, matter or circumstance as soon as practicable in sufficient detail to enable the Buyer to understand their nature make an accurate and scope informed assessment of the situation. 8.13 Upon the Buyer becoming aware of any fact, matter or circumstance which renders a Buyer's Warranty untrue or incorrect or misleading in any material respect, the Buyer shall notify the Seller in writing of that fact, matter or circumstance as soon as practicable in sufficient detail to enable the Seller to make an accurate and informed assessment of the situation. 8.14 The Seller agrees with the Buyer: 8.14.1 that the giving by any member of the Target Group and/or any of its respective officers, employees, agents or advisers (past or present) to the Seller or its agents or advisers (past or present) of any information or opinion in connection with the Seller's Warranties or the Disclosure Letter (‘Disclosed’) but no other information or otherwise in relation to the business or affairs of which the Buyer has actual, constructive or imputed knowledge and no investigation or enquiry made by or on behalf any member of the Buyer shall modify Target Group or discharge in connection with the Sellers’ liability under the Warranties in negotiation and preparation of this Agreement or any way and the provisions of section 6(2) of the Law of Property (Miscellaneous Provisions) ▇▇▇ ▇▇▇▇ 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 Transaction Document shall not be restricted deemed to be a representation, warranty or guarantee to the Seller of the accuracy of such information or opinion; 8.14.2 to waive any right or claim which it may have against any member of the Target Group and/or any of its officers, employees, agents or advisers for any error, omission or misrepresentation in its extent any such information or application opinion; and 8.14.3 that any such right or claim shall not constitute a defence to any claim by the terms of any of Buyer under or in relation to this Agreement (including the other Warranties or by any other term of this AgreementSeller's Warranties). 8.5 Each of the Sellers 8.15 The Seller undertakes with the Buyer that - (a) each to disclose immediately in writing to the Buyer any matter or thing which has become known to the Seller after the date of this Agreement and prior to Completion which results or may result in any Seller's Warranty being unfulfilled, untrue, inaccurate or misleading in any material respect or in any of the Warranties shall remain true and accurate on each day up to and including contents of the Completion Date as if Disclosure Letter being untrue, inaccurate or misleading in any express or implied reference in Schedule 5 material respect. Any disclosure made after the date of this Agreement of matters existing prior to the date of this Agreement were shall not relieve the Seller from any liability in respect of a reference breach of the Seller's Warranties. 8.16 If at any time from and including the date of this Agreement and on or prior to the Completion Date; and (b) it shall immediately disclose to is found that any Fundamental Warranty is untrue, inaccurate or misleading in any material respect, the Buyer may (in writing any matter which becomes known addition 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 available to it, including any right to claim damages) rescind or terminate this agreement immediately by notice in writing to the Seller. 8.17 If at any time from and including the date of this Agreement and on or prior to Completion it is found that any Buyer's Warranty is untrue, inaccurate or misleading in any material respect, the Seller may be (in addition to and without prejudice to any other right or remedy available to it, including any right to claim damages) rescind or terminate this agreement immediately by notice in writing 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 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 Part 1 of Schedule 5 3 (Individual Warranties) is true and accurate, as at the date of this agreement. 10.2 Each Management Seller warrants to the Purchaser, severally and in respect of itself only, except as fairly disclosed to the Purchaser in the Disclosure Letter, each party of the statements set out in Part 2 of Schedule 3 (General Warranties) is true and accurate as at the date of this agreement. 10.3 Each of the Warranties is separate and independent and, except as expressly provided to the contrary in this agreement, is not limited: (a) by reference to any other Warranty; or (b) by any other provision of this agreement or any provision of the Tax Deed. 10.4 Except in relation to matters fairly disclosed in the 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 Purchaser’s Group 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 Purchaser’s Group for any Loss which any member of the Purchaser’s Group suffers as a result of any Core Warranty being untrue or inaccurate. 10.6 Subject to subclause 10.8, each of the Management Sellers 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 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 terms liability of Schedule 5 and each Seller with respect to the indemnity given by it pursuant to this clause 8 are in subclause 10.7 shall be limited to that Seller’s Relevant Percentage of the circumstances fair and reasonableEscrow Sum at Completion. 8.2 10.8 Subject to clause 9, the Purchaser agrees and acknowledges that the liability of each of the Management Sellers in respect of any claim 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 are given and any Warranty Claim shall be subject to matters fullythe limitations and other provisions set out in clause 9 and Schedule 4. (a) Nothing in Schedule 4 (except paragraphs 5, fairly 7, 8, 11 and accurately disclosed in sufficient detail to enable the Buyer to understand their nature and scope 12.1) or in the Disclosure Letter shall qualify or limit the liability of any Seller in relation to the Core Warranted Statements. (‘Disclosed’b) but no other information Nothing in Schedule 4 (except paragraph 12.1) or in the Disclosure Letter shall qualify or limit the liability of which 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 Buyer has actual, constructive or imputed knowledge and no investigation or enquiry made by or on behalf prior written consent of the Buyer shall modify Purchaser be enforced by any member of the Purchaser’s Group against the Sellers or discharge the Sellers’ liability any of them under the Warranties in any way and the provisions Contracts (Rights of section 6(2) of the Law of Property (Miscellaneous ProvisionsThird Parties) ▇▇▇ ▇▇▇▇ 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 Warrantors acknowledge that the Investors have been induced to enter into this agreement and warrant to subscribe for the [New Shares] [First Tranche Shares and the Second Tranche Shares (as appropriate)] [Note: amend as appropriate] on the basis of and in reliance upon the Warranties amongst other things. The Warrantors [jointly and severally severally] [Note: see drafting notes] (but subject to the Buyer in provisions of clause 6.7 and warranty statement 2.4 of [part 1 of] schedule 510) warrant to the terms Investors that each and every Warranty set out in Schedule [part 1 of] schedule 5 is true, accurate and each party acknowledges that not misleading at the terms date of Schedule 5 and this clause 8 are in agreement subject only to: 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 Disclosed in the Disclosure Letter; and any exceptions expressly provided for under this agreement. [Immediately before the Investors subscribe for the Second Tranche Shares, the Warrantors [jointly and severally] [Note: see drafting notes] (but subject to the provisions of clause 6.710) warrant to those Investors subscribing for Second Tranche Shares that each and every Warranty set out in part 2 of schedule 5 is true, accurate and not misleading as at the Second Completion Date subject only to: the matters Disclosed in the Further Disclosure Letter; and any exceptions expressly provided for under this agreement. 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 the other terms of this agreement and, the Disclosure Letter. and the Further Disclosure Letter (‘Disclosed’) but no other information if applicable). The rights and remedies of which the Buyer has actualInvestors in respect of any breach of any of the Warranties shall not be affected by Completion or Second Completion, constructive or imputed knowledge and no any investigation or enquiry made by or on behalf of the Buyer Investors into the affairs of the Company 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. [No information relating to the Company of which the Investors have knowledge (actual or constructive) other than by reason of it being disclosedDisclosed in accordance with clause 6.2(a) [or clause 6.3(a) (as appropriate)] [Note: amend as appropriate] shall modify prejudice any Claim which the Investors shall be entitled to bring or discharge shall operate to reduce any amount recoverable by the Sellers’ liability Investors under this agreement.] [Note: see drafting notes] The Investors shall have the right to claim in respect of any breach of the Warranties in either against the Company or against any way and the provisions of section 6(2) of the Law other Warrantors and/or partly against the Company and partly against any of Property (Miscellaneous Provisions) ▇▇▇ ▇▇▇▇ are hereby excluded. 8.3 In the other Warrantors and in the case of a Claim against the Company no counterclaim or right of contribution or indemnity shall lie against the other Warrantors and in the case of a Claim against any or all of the other Warrantors no counterclaim or right of contribution or indemnity shall lie by any of them against the Company or any other Warrantor. Where any Warranty is qualified by the expression "so far as the Warranties relate Warrantors are aware" or words having similar effect, such Warranty shall be deemed to matters include a statement that such awareness means both the actual knowledge of fact, they shall constitute representations in reliance upon the ManagersWarrantors and also such knowledge which the Buyer has entered into this Agreement. 8.4 Each ManagersWarrantors would have had if they had made reasonable enquiry of the Warranties is a separate representation or warranty and shall not be restricted in its extent or application all relevant persons. [Any information supplied by the terms of any of the other Warranties Company, its officers, employees 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 agents to the date of this Agreement were a reference to the Completion Date; and (b) it shall immediately disclose to the Buyer ManagersFounders or their agents, representatives or advisers in writing any matter which becomes known to it before Completion and which gives riseconnection with, or might give risewhich forms the basis of, 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 any matter covered in the Disclosure Letter [or Further Disclosure Letter] [Note: amend as appropriate] or otherwise in relation to the business and affairs of the Company (whether before or after the date hereof) shall be deemed not to include or have included a representation, warranty or guarantee of its accuracy by the Company to the ManagersFounders and shall not constitute a defence to any Claim by the Investors. The ManagersFounders hereby irrevocably waive any and all claims against the Company, its officers, employees or agents in respect of any information so supplied (and undertakes that no other person claiming under or through it will make any such claim).].] [Note: see drafting notes] The Investors agree among themselves that the following provisions shall (unless they subsequently agree amongst themselves to the contrary acting by way of an Investor Majority) apply in relation to the enforcement of any of the obligations of the Warrantors owed to the Investors under this agreement (the "Obligations"): no claim in respect of any breach of the Obligations shall be brought by any of the Investors without the prior written consent of an Investor Majority Consent provided that all Investors have been informed of the breach of the Obligations and consulted prior to an Investor Majority decision being made; the costs incurred by any Investors in bringing a claim in respect of any breach of the Obligations shall be borne by all of the Investors proportionately to their holding of shares in the capital of the Company at that timethe amounts subscribed by each of them pursuant to this agreement; and 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 Investors in such proportions. Any 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 bear its proportion of the costs referred to in (b) above (which costs per Investor shall increase rateably for the remaining Investors) nor entitled to any of the damages referred to in (c) above. In such circumstances, the consent of that Investor will not be required under clause 6.9(a). No Founder shall have any liability in respect of the breach by any of the other Founders of warranty statements 1.1, 1.3, 2.4 and 14.4 of [part 1 of] schedule 5.

Warranties. 8.1 7.1 The Sellers represent Company warrants and warrant jointly and severally undertakes to the Buyer Investors in the terms set out in Schedule 5 of the Warranties and each party acknowledges that the terms of Schedule 5 and Investors are entering into this clause 8 are agreement in reliance on the circumstances fair and reasonableWarranties. 8.2 The Warranties are given subject to matters fully, fairly 7.2 Each Warranty is separate and accurately disclosed in sufficient detail to enable the Buyer to understand their nature and scope in the Disclosure Letter (‘Disclosed’) but no independent of each 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) ▇▇▇ ▇▇▇▇ 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 Warranty and 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 provision of this Agreement. 8.5 7.3 Each of the Sellers undertakes Warranty is given with the Buyer that - (a) each of the Warranties shall remain true and accurate effect 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 and shall be deemed repeated immediately before Admission of the Subscription Shares, in each case by reference to the Completion Date; andfacts and circumstances then existing. (b) it shall immediately disclose to the Buyer in writing 7.4 The Company will not do, allow or procure any matter act or omission before Admission which becomes known to it before Completion and which gives rise, would or might give rise, constitute or lead to a claim under the Warranties or which would materially affect the willingness 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 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 cause any of the Warranties to prepare become untrue, inaccurate or misleading in any respect if the Disclosure LetterWarranties were repeated at any time before Admission of the Subscription Shares by reference to the facts then existing. 7.5 The Company undertakes to the Investors to notify the Investors in writing promptly in the event that the Company becomes aware of any matter which constitutes, or might reasonably be expected to constitute or lead to, a breach of any Warranty or any other provision of this agreement, or which would or may reasonably be expected to result in any of the Warranties being breached at any time before Admission if the Warranties were repeated at any time before Admission by reference to the facts then existing. 7.6 If, at any time before Admission of the Subscription Shares, any of the Investors receives a notice pursuant to clause 7.5 or otherwise becomes aware that any of the Warranties is, has become, or is likely to become untrue, inaccurate or misleading in any material respect or of any matter which constitutes, or might reasonably be expected to constitute or lead to, a material breach of any other provision of this agreement, or which would or may reasonably be expected to result in any of the Warranties becoming untrue, inaccurate or misleading in a material respect at any time before Admission of the Subscription Shares if the Warranties were repeated at any time before Admission of the Subscription Shares by reference to the facts then existing, the Investors may (without prejudice to their right to terminate this agreement pursuant to clause 8) require the Company, at its own expense, to make, or cause to be made, such announcement as the Lead Investors (on behalf of themselves and the Investors) shall, acting reasonably and in good faith and, so far as is practicable, after consultation with the Company, consider necessary. 7.7 The Warranties shall remain in full force and effect notwithstanding completion of the Subscription and completion of all other matters and arrangements referred to in or contemplated by this agreement. 7.8 The Company shall not be liable in respect of any claim for breach of Warranty unless written notice of the claim is served on the Company in accordance with clause 16 of this agreement not later than the publication date of the Company’s audited accounts for the year ending 31 December 2010.

Warranties. 8.1 The Sellers represent With the exception of any goods which have been personalised at the Customer’s request, goods which are sold via the Web Site may be exchanged or refunded under the terms and warrant jointly conditions of this Agreement and severally subject 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) ▇▇▇ ▇▇▇▇ 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 applicable law of this Agreement. 8.5 Each 6.1. The Customer’s right to change his/her mind The Customer may from the date on which he/she places an Order cancel that Order in respect one or more of the Sellers undertakes with goods that are the Buyer subject of that - (a) each of Order and request reimbursement for same subject to provisions set out below. If the Warranties shall remain true and accurate on each day up Customer wishes 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 cancel an Order in respect of any misrepresentationcertain good(s), inaccuracy he/she must notify the Vendor of such intention within 15 (fifteen) days of receiving all the goods that are the subject of that Order. The Customer will then have 15 (fifteen) days from her/his notification to cancel, to return at her/his own expense, the products ordered. The Customer must inform the Vendor of its intention to cancel an Order by making a clear statement. If the Customer wishes to cancel an Order, the Customer may use the form on Contact Us or omission complete the Model Cancellation Form attached at Appendix 1 and email it to service.client@quiksilver-­‐▇▇▇▇▇▇.▇▇▇. The Customer’s cancellation of his/her Order shall only be taken into consideration provided that the goods for which the Customer is requesting reimbursement from the Vendor have been returned to the Vendor under the terms and conditions set out in article 6.3 below. Should this be the case, the Vendor shall reimburse the Customer by the same means of payment that the Customer used for the initial transaction unless expressly agreed otherwise, as soon as Quiksilver has received or from any information collected the goods back or advice the consumer has supplied or given by any directorevidence of having sent back the goods, officer or employee whichever of the Company two is the earliest. In any event, the Customer will not incur any fees as a result of the reimbursement. The Vendor shall reimburse the Customer within 14 (fourteen) days of receiving the goods, or if earlier within 14 (fourteen) days of the Customer providing evidence that the goods have been returned, or where no goods have been supplied, within 14 days of being notified of the Customer’s decision to cancel. The Vendor will reimburse the Customer the total amount paid for the purpose rejected goods, as well as the least expensive outbound shipping and delivery costs in respect of assisting those rejected goods. The additional shipping charges related to the Sellers Customer’s choice of delivery option other than the standard delivery will not be subject to give any refund. The Vendor may make a deduction from the reimbursement for loss in value of any goods supplied if the Warranties or to prepare loss is the Disclosure Letterresult of unnecessary handling by the Customer.

Warranties. 8.1 9.1 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) ▇▇▇ ▇▇▇▇ 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) except as fully and fairly disclosed to the Purchaser in the Disclosure Letter, each of the Warranties shall remain statements set out in schedule 4 (the Warranted Statements) is and will at Completion be 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 all information contained or referred to in the Disclosure Letter is true and accurate. 9.2 Each of the Warranted Statements is separate and independent and, except as expressly provided to the Buyer contrary in writing any matter which becomes known to it before Completion and which gives risethis agreement, 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 -is not limited: (a) the amount by which the value of the Shares is less than it would have been had such Warranty been true and not misleadingreference to any other Warranted Statement; or (b) by any other provision of this agreement or any provision of the amount necessary Tax Deed. 9.3 Except in relation to put matters fully and 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 Buyer’s Purchaser'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. 9.4 Without prejudice to any other remedy available to the position Purchaser or its ability to claim damages on any other basis which is available to it by reason of any of the Warranted Statements being untrue or inaccurate, if any of the Warranted Statements is untrue, or inaccurate, and the value of the Company or any of the assets of the Company is less than it would otherwise have been in had such Warranty been true at Completion as a result, the Sellers shall pay to the Purchaser on demand an amount equal to the resulting diminution of value and not misleading; together with the amount of all costs and expenses Losses (including legal and other professional fees and expensescosts) arising, incurred or suffered by the Company as a result of such Warranted Statement being untrue or inaccurate. 9.5 The Sellers shall promptly (and in any event before Completion) give notice to the Purchaser of any matter or circumstance arising after the date of this agreement and before Completion which results or would result or would be likely to result in any of the Warranted Statements being materially (to such extent that would constitute a Warranty Claim) untrue or inaccurate at Completion (and shall promptly, and in any event before Completion, give notice to the Purchaser of any matter or circumstance which becomes known to him after the date of this agreement and before Completion which results in any of the Warranted Statements being untrue or inaccurate as at the date of this agreement) and, if it does so: (a) the Sellers, if and to the extent so requested by the Purchaser, shall use their best endeavours to prevent or remedy the relevant matter or circumstance before Completion so as to limit, to the fullest extent practicable, its effect or likely effect on the Purchaser and the Company; (b) the Purchaser may elect not to complete the purchase of the Shares by giving notice to the Sellers; and (c) if the Purchaser so elects: (i) except for this subclause, clauses 1, 12, 13, 15, 16, 17.3, 17.4, 17.5, 17.6, 17.7, 17.8, 17.9, 18, 19 and 20 and the provisions of schedule 11, all the provisions of this agreement shall lapse and cease to have effect; (ii) neither the lapsing of those provisions nor their ceasing to have effect shall affect any accrued rights or liabilities of any party in respect of damages for non-performance of any obligation under this agreement falling due for performance prior to such lapse and cessation; and 9.6 If the Purchaser becomes aware of a matter or circumstance which is likely to give rise to a Warranty Claim, the costs Purchaser shall give notice to the Sellers or the Sellers' Solicitors specifying that matter or circumstance in reasonable detail, and setting out such other facts as the Purchaser deems necessary, as soon as reasonably practicable after it becomes aware of management time and all other consequential losses whether directly that matter or indirectly arising) incurred directly or indirectly circumstance. Any failure by the Buyer (Purchaser to give notice as contemplated by this subclause in relation to any matter or circumstance shall not, for the avoidance of doubt, prevent the Purchaser from making any member of the Buyer’s Group) Warranty Claim arising from that matter or the Company which it would not have incurred had such Warranty been true and not misleading. 8.7 Each of circumstance, but the Sellers hereby waives shall not be liable for any right which it may have Losses in respect of any misrepresentationsuch Warranty Claim to the extent that such Losses are increased, inaccuracy or omission are not reduced, as a result of such failure. 9.7 The Warranties and any Warranty Claim shall be subject to the limitations and other provisions set out in schedule 5. 9.8 Nothing in schedule 5 or from any information in the Disclosure Letter shall qualify or advice supplied or given by any director, officer or employee limit the liability of the Company for Sellers in relation to: (a) any of those Warranted Statements set out in paragraphs 1.4 (Ownership of the purpose Shares), 1.13 (Insolvency) and 1.14 (Capacity and consequences of assisting sale) of schedule 4; or (b) any Warranty Claim attributable to fraud, dishonesty or wilful concealment on the Sellers to give part of any of the Warranties Sellers or to prepare the Disclosure Letterany agent or adviser of any Seller. 9.9 Clause 9.8 applies notwithstanding clauses 9.1(a) and 9.7.

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 Q▇▇▇ ▇▇ 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 A▇▇▇▇▇▇▇ ▇, ▇▇▇▇ 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) ▇▇▇ ▇▇▇▇ 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 5.1 In consideration of, and as an inducement to, the Purchaser entering into this Agreement the Warrantors hereby warrant jointly and severally to the Buyer in Purchaser that each of the terms Warranties set out in Schedule 5 and each party acknowledges that the terms Part 1 of Schedule 5 2 is at the date hereof true and accurate in all material respects and not misleading 5.2 In consideration of, and as an inducement to, the Purchaser entering into this Agreement the Warrantors hereby warrant to the Purchaser that, subject to clause 8 are 7.3, each of the Warranties set out in Part 2 of Schedule 2 is at the circumstances fair date hereof true and reasonableaccurate in all material respects and not misleading in any material respect. 8.2 5.3 The Warranties are given subject contained in Part 2 of Schedule 2 shall be qualified by reference 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 and not otherwise. 5.4 The parties acknowledge that the Purchaser is entering into this Agreement in reliance on, inter alia, the Warranties and furthermore that the Purchaser has entered into this Agreement with the intention that the business of each of the Companies shall or may be continued as a going concern on the basis that the Warranties are true, accurate and not misleading in any material respect. 5.5 Each of the Warranties shall be construed as separate and independent and save as otherwise expressly provided shall not be limited by reference to any other warranty, clause, sub-clause, paragraph, sub-paragraph or any provision in this Agreement or the Schedules. 5.6 Subject to clause 5.3, no other information of which the Buyer has Purchaser may have knowledge (whether actual, constructive or imputed knowledge imputed) shall qualify or shall be deemed to qualify any of the Warranties or prejudice any claim by the Purchaser under the Warranties or operate to reduce any amount recoverable by the Purchaser in respect of any breach of any of the Warranties. Without prejudice to the foregoing, the rights and no remedies of the Purchaser in respect 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) ▇▇▇ ▇▇▇▇ are hereby excludedCompany. 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 5.7 None of the Warranties is a separate representation or warranty and shall not be restricted in its extent or application information supplied by the terms of any of the other Warranties Companies or by any other term of this Agreement. 8.5 Each of their respective officers, employees, agents, representatives or advisers 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 Vendors or implied reference in Schedule 5 their officers, employees, agents, representatives or advisers prior to the date of this Agreement were a reference in connection with the Warranties, the contents of the Disclosure Letter, the Deed of Tax Covenant or otherwise in relation to the Completion Date; and (b) it business or affairs of any of the Companies shall immediately disclose constitute or be deemed a representation, warranty or guarantee of its accuracy by any of the Companies to the Buyer Vendors and the Vendors hereby waive any claims against each and all of the Companies or their respective officers, employees, agents, representatives or advisers which they might otherwise have in writing respect of the same. 5.8 The Warrantors shall not be liable in respect 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 Deed of a prudent purchaser for value to purchase the Shares on the terms of this Agreement. 8.6 If any of the Warranties Tax Covenant unless it 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 -have been made:- (a) (in the amount by which case of claims under the value Warranties set out in paragraph 23 of Part 2 of Schedule 2 (tax warranties) or the Deed of Tax Covenant on or before the expiry of 5 (five) years from and including the end of the Shares is less than it would have been had such Warranty been true and not misleadingaccounting period of the Company current at Completion; or (b) (in the amount necessary to put case of all other Warranties other than as aforesaid and other than the Company and any member Environmental Warranties) on or before the expiry of 1 (one) years from Completion; or (c) in the case of the Buyer’s Group into Environmental Warranties on or before the position it would have been in had such Warranty been true and not misleading; together with period of 3 (three) years from Completion. 5.9 Notwithstanding any other provision of this Agreement, no limitations of any kind whatsoever shall apply to any claim made hereunder against 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 (Vendors or any member of the Buyer’s Group) or the Company which it would not have incurred had them where 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 claim relates to give any of the Vendors' title to the Shares or when it can be proved that such claim is based on any dishonest or fraudulent act or dishonest or fraudulent omission or fraudulent or reckless misrepresentation or reckless or wilful concealment of or by any of the Vendors. 5.10 The Warranties or and the Deed of Tax Covenant shall be subject to prepare the Disclosure Letterlimitations set out at Schedule 9.

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 3R Agreement). 5.4 Garnoose Ltd severally warrants in the Sellers’ liability under terms of the Warranties as defined in the A Maclean Agreement a▇ ▇▇ ▇▇ose Warranties were set out in full in this Agreement provided that the Purchaser will not be entitled to claim that any way and the provisions fact or combination of section 6(2) facts constitutes a breach of any of the Law of Property (Miscellaneous Provisions) 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 ▇▇▇ ▇▇▇▇ are hereby excludedAgreed 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). 8.3 In so far as ▇.▇ 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 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 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 or 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 7.1 The Sellers represent Buyer is entering into this agreement on the basis of, and in reliance on, the Warranties. 7.2 The Warrantors warrant jointly and severally 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 Warranty (‘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 than the Warranties in any way paragraph 5 and 6 of Schedule 4) is true, accurate and not misleading on the date of this agreement except as Disclosed and the provisions of section 6(2) of the Law of Property (Miscellaneous Provisions) Warrantors, Boldswitch Limited, W▇▇▇ ▇▇▇▇▇▇▇ are hereby excluded. 8.3 In so far as Investments Limited and the Warranties relate Individual Vendors severally warrant 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 paragraphs 5 and 6 of Schedule 4 are true, accurate and not misleading on the date of this agreement in relation to such shares of the Company as are being sold by them. 7.3 The Warranties shall remain true and accurate are deemed to be repeated on each day up to and including the Completion Date as if and any express or implied reference in Schedule 5 made to the date of this Agreement were agreement (whether express or implied) in relation to any Warranty shall be construed, in relation to any such repetition, as 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 Agreementeach such day. 8.6 If 7.4 The Seller and the Warrantors (in respect only of the warranties given by each of them respectively) shall ensure that the Company does not do or omit to do anything which would, at any time before or at Completion, be inconsistent with any of the Warranties shall prove Warranties, breach any Warranty or make any Warranty untrue or misleading. 7.5 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 Warranty is breached or proves to be untrue or misleading, the Sellers shallWarrantors (or Boldswitch Limited, without prejudice W▇▇▇▇▇▇▇▇▇ Investments Limited or the Individuals Vendors in relation to any other right or remedy which may be available to the Buyer, paragraphs 5 and 6 of Schedule 4) 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 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, legal and other professional fees and expenses, the costs of management time and all other consequential losses whether directly or indirectly arisingcosts) 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. A payment made in accordance with the provisions of this clause 7.5 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 Each 7.6 If at any time before or at Completion the Warrantors (or Boldswitch Limited, W▇▇▇▇▇▇▇▇▇ Investments Limited and the Individual Vendors in relation to paragraphs 5 and 6 of Schedule 4) become aware that a Warranty has been breached, is untrue or is misleading, or has a reasonable expectation that any of those things might occur, it shall immediately: (a) notify the Buyer in sufficient detail to enable the Buyer to make an accurate assessment of the Sellers hereby waives situation; and (b) if requested by the Buyer, use its best endeavours to prevent or remedy the notified occurrence. 7.7 If at any right which time before or at Completion it becomes apparent that a Warranty has been breached, is untrue or misleading, or that the Seller has breached any other term of this agreement that in either case is material to the sale of the Sale Shares, the Buyer may (without prejudice to any other rights it may have in relation to the breach): (a) rescind this agreement by notice to the Seller; or (b) proceed to Completion. 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 belief of the Warrantors after they have made all reasonable and careful enquiries Provided That it is acknowledged that the Warrantors have not carried out any searches of the local authority 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 Properties. 7.9 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. 7.10 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. 7.11 In accordance with clause 7.10 above the Buyer confirms that it does not at the date hereof know of any fact, matter or circumstance that entitles it to prepare make a Claim against the Disclosure LetterCompany, or any claim under the Tax Covenant.

Warranties. 8.1 6.1 The Sellers represent and warrant Vendors jointly and severally warrant to the Buyer Purchaser Group that:- 6.1.1 subject only to the matters disclosed in the terms Execution Disclosure Letter, each of the Warranties (other than any warranty set out in Schedule 5 Part IX which is expressed to be given only at Completion) is true and each party acknowledges accurate as at the date of this Agreement; and 6.1.2 to the intent that the terms of Schedule 5 Warranties are deemed to be repeated on the Completion Date (and this clause 8 are the Vendors hereby agree to such -------------------------------------------------------------------------------- 76 repetition), subject only to the matters disclosed in the circumstances fair Completion Disclosure Letter, each of the Warranties is true and reasonableaccurate as at the Completion Date. 8.2 6.2 The aggregate liability of the Vendors pursuant to the Warranties are given subject shall be limited as follows:- 6.2.1 the amount of any successful claim against any Vendor under the Warranties once settled shall be deemed to matters fully, fairly and accurately disclosed in sufficient detail to enable the Buyer to understand their nature and scope constitute a reduction in the Disclosure Letter (‘Disclosed’) but no other information of which price payable by the Buyer has actual, constructive or imputed knowledge Purchaser for the Businesses and no investigation or enquiry made by or on behalf the Assets of the Buyer settled amount; 6.2.2 the aggregate liability of the Vendors under the Warranties shall modify or discharge not exceed the Sellers’ Consideration (less for the avoidance of doubt (i) the amount of any reduction in the purchase price pursuant to Clause 3 and Clause 11.6 and (ii) the amount of any Finally Determined Claims); 6.2.3 the Vendors shall have no liability under the Warranties in any way unless and until the provisions of section 6(2) aggregate liability of the Law Vendors thereunder exceeds L50,000 provided that in the event that the established amount of Property such claims exceeds L50,000 the Vendors shall be liable for the whole amount of such claims and not simply the excess over the said limit; 6.2.4 the Vendors shall not be liable under the Warranties in respect of any single claim where the liability in respect of that claim does not exceed L5,000 and such liability shall be disregarded for all purposes provided that where the aggregate value of such claims exceeds L10,000, this limitation shall have no effect; 6.2.5 no claim shall be brought by the Purchaser Group in respect of any breach of the Warranties unless notice in writing of such claim has been given to any Vendor not later than the expiration of a period -------------------------------------------------------------------------------- 77 of 12 months from Completion. The Vendors shall have no liability under such claim (Miscellaneous Provisions) ▇▇▇ ▇▇▇▇ are hereby excluded. 8.3 In save in so far as it has not been previously satisfied, settled or withdrawn) unless court proceedings in respect of it have commenced by being both raised and served on any Vendor or the Warranties relate to matters of fact, they Vendors' Solicitors within 24 months from Completion; 6.3 The Vendors shall constitute representations have no liability in reliance upon which the Buyer has entered into this Agreement. 8.4 Each respect of the Warranties to the extent that the circumstances, facts or events giving rise to a claim under this Agreement are disclosed in the Execution Disclosure Letter and/or the Completion Disclosure Letter. 6.4 In the event that there is a separate representation any disclosure made either in terms of Clause 4.3.11 or warranty in terms of the Completion Disclosure Letter which in the reasonable opinion of the Purchaser discloses any matter which is material to the Businesses the Purchaser shall be entitled to terminate this Agreement on or prior to the Completion Date and this Agreement shall be of no further force and effect save in respect of any breaches of this Agreement prior to the date of termination. 6.5 The Purchaser confirms to the Vendors that it has negotiated this Agreement in good faith. 6.6 The Vendors shall not be restricted liable in its extent or application by the terms respect of any claim for breach of any of the Warranties to the extent that:- 6.6.1 the Purchaser Group has received compensation for the loss being the subject matter of the claim including any sums received from any policy of insurance. Provided that nothing in this Agreement shall oblige the Purchaser Group to make any claim on any policy of insurance which would affect the costs of such insurance or the extent or nature of cover provided to a material extent in each case to the group of companies of which BARRA is the holding company as a whole. Notwithstanding that the Purchaser Group may have been compensated by insurance in respect of any -------------------------------------------------------------------------------- 78 claims the Purchaser Group shall be entitled to include in its claim for breach of warranties the cost of any increased premiums resulting from making the claim under the insurance; or 6.6.2 such claim arises or is increased by any failure of the Purchaser Group to mitigate any loss which gives rise to such claim in accordance with Clause 6.10. 6.7 The Vendors shall not be liable in respect of any claim for breach of any of the Warranties if, and to the extent that, a provision or liability in respect of the specific matter giving rise to such claim has been fully disclosed and identified in the Completion Balance Sheet and/or listed as an Accepted Liability. 6.8 The Purchaser shall in respect of any breach of the Warranties give notice in writing of such claim (including reasonable details of each event, matter or default which give rise to the claim, the breach that results and, if possible, an estimate of the amount claimed) to any Vendor or the Vendor's solicitors. 6.9 The Purchaser admits and acknowledges that it has not entered into this Agreement in reliance upon any warranties, representations, covenants, undertakings, indemnities or other statements whatsoever other than those expressly set out in this Agreement and the Purchaser acknowledges that the Vendors have not given any such warranties, representations, covenants, undertakings, indemnities or other statements. 6.10 The Purchaser undertakes to use all reasonable endeavours to mitigate its loss in respect of any breach by the Vendors of any of the Warranties and the terms of Clauses 10.1 and 13.5. 6.11 Save as expressly provided in this Agreement, the Purchaser shall not be entitled to exercise any right of retention and any sum or amount payable to the Vendors (or any of them) pursuant to this Agreement shall -------------------------------------------------------------------------------- 79 be paid by the Purchaser on the due date to the Vendors in full without any retention. 6.12 The Vendors shall not be liable in respect of any claim for breach of any of the Warranties if, and to the extent that, such claim would not have arisen but for, or is increased by, any act after Completion carried out or occurring at the instance of or with the written consent of the Purchaser or any company controlled by the Purchaser or by any other term of this Agreement. 8.5 Each person or persons controlling the Purchaser which is outwith the ordinary course of the Sellers undertakes with Businesses (as the Buyer that - (a) each of the Warranties shall remain true and accurate same were carried on each day up to and including the Completion Date as if any express or implied reference in Schedule 5 prior to the date of signing of this Agreement were a reference Agreement) unless such acts are in implement of any existing contractual obligation or commitment assumed by the Purchaser pursuant 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 6.13 The Vendors shall not be liable in respect of any claim for breach of any of the Warranties shall prove to be untrue or misleadingwhere the liability which is the subject matter of such claim is contingent only, unless and until such contingent liability becomes an actual liability which for the Sellers shall, without prejudice to any other right or remedy which avoidance of doubt 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 when 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 misleadinga claim becomes a Finally Determined 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 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 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. 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) ▇▇▇ ▇▇▇▇ 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 11.1 The Sellers represent and warrant jointly and severally Seller warrants to the Buyer that, save as Disclosed, as at the date of this Agreement and again as at Completion in respect of the Repeated Warranties only, each of the Warranties is true, accurate and not misleading. 11.2 A matter shall be regarded as “Disclosed” for the purposes of this Agreement (a) If any member of the Buyer Deal Team had actual knowledge of the relevant matter at the Signing Date; (b) to the extent that accurate information about that matter is contained in the terms set out in Schedule 5 and each party acknowledges that the terms of Schedule 5 and this clause 8 are Disclosure Letter or is contained in the circumstances fair Disclosure Documents in such a way and reasonable. 8.2 The Warranties are given subject to matters fully, fairly and accurately disclosed in such sufficient detail to enable a prudent business person (having taken professional advice), to identify the Buyer to understand their nature and scope of that matter and the Warranties which are to be regarded as qualified by it. The provisions of this clause 11.2 shall prevail over any provision to the contrary 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) ▇▇▇ ▇▇▇▇ are hereby excludedLetter. 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 11.3 Each of the Warranties is a separate representation and is to be construed independently of, and without reference to qualifications contained in, the other Warranties. 11.4 No matter within the actual, imputed or warranty and shall not be restricted in its extent constructive knowledge of the Buyer or application by the terms of any of the other Warranties its agents 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 advisers 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 (other than a reference to matter Disclosed) and no matter notified by the Completion Date; and (b) it shall immediately disclose Seller to the Buyer in writing any matter which becomes known to it before Completion and which gives riseafter the date of this Agreement or otherwise coming within the actual, imputed or might give riseconstructive knowledge of the Buyer after the date of this Agreement, to a claim under shall be regarded as qualifying the Warranties or which would materially affect as being Disclosed. No warranty or representation is made by the willingness Buyer, whether by executing this Agreement or otherwise, as to its (or its agents or advisors’) knowledge of any circumstances entitling it to make a prudent purchaser for value Warranty Claim or a Tax Warranty Claim. 9515941 v1 11.5 The Seller unconditionally and irrevocably waives any rights it may have (in each case whether founded in negligence or otherwise) against the Company, or any director, employee, officer or agent of the Company, on whom the Seller has or may have relied in connection with preparing the Disclosure Letter or agreeing to purchase the Shares on the any terms of this AgreementAgreement or any document to be entered into pursuant to it. Nothing in this clause 11.5 shall apply to restrict the ability of the Seller to make any claim against any person for fraud, wilful concealment or wilful misconduct. 8.6 If 11.6 Schedule 7 (in the case of a Warranty Claim and, where specified, a Tax Claim) shall apply to limit or exclude, in accordance with their respective terms, 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 liability 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 Seller might otherwise have in respect of any misrepresentation, inaccuracy Warranty 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 any of the Warranties or to prepare the Disclosure LetterTax Claim.

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) ▇▇▇ ▇▇▇▇ 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 6.1 Each of the Warranties Founder Parties warrants to the CVC Holdco that each Warranty is a separate representation or warranty true, accurate and shall not be restricted in its extent or application by misleading at the terms of any of the other Warranties or by any other term date of this Agreement.Agreement.‌ 8.5 Each of 6.2 Immediately before the Sellers undertakes with the Buyer that First Carve- (a) each of the Warranties shall remain true and accurate on each day up to and including the out Completion Date as if any and the Second Carve-out Completion Date, the Founder Parties are deemed to warrant to CVC Holdco that each Warranty is true, accurate and not misleading by reference to the facts and circumstances at the First Carve-out Completion Date and the Second Carve-out Completion Date. For this purpose only, where there is an express or implied reference in Schedule 5 a Warranty to the "date of this Agreement were Agreement", that reference is to be construed as a reference to the "First Carve-out Completion Date; and" or "Second Carve-out Completion Date" (as applicable).‌ (b) 6.3 The Founder Parties agree and undertake to CVC Holdco that, except in the case of fraud, they will not make any claim against any director, officer or employee of the Target Group who after the Second Carve-out Completion Date will become a director, officer or employee of the Brand Operations on whom it shall immediately disclose to the Buyer in writing may have relied before agreeing 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 term of this Agreement. 8.6 If Agreement or 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 transactions contemplated 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 this Agreement which it may have in respect of any a misrepresentation, inaccuracy or omission in or from any information or advice supplied or given provided by any director, officer or employee of the Company such person for the purpose of assisting the Sellers Founder Parties to make a representation or give a Warranty. 6.4 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. 6.5 Between the execution of this Agreement and Second Carve-out Completion Date the Founder Parties shall and shall procure the Target Group shall notify CVC Holdco immediately if it becomes aware of a fact or circumstance which constitutes or which would or might constitute a breach of Clause 6.1 or 6.2 or which would or might cause a Warranty to be untrue, inaccurate or misleading if given in respect of the facts or circumstances as at the First Carve-out Completion Date or Second Carve-out Completion Date. 6.6 If First Carve-out Completion, Share Purchase Completion and Asset Purchase Completion take place and there is a Relevant Claim, CVC Holdco shall be entitled to claim (without prejudice to any other claim or remedy available to it or any of its Affiliates) the amount of any loss suffered by it on the basis (at CVC Holdco's discretion), of either: 6.6.1 the net loss, liability and cost suffered by the Group, as adjusted to take account of CVC Holdco's shareholding percentage in the Company, as a result of the relevant breach; or 6.6.2 the net loss, liability and cost suffered by CVC Holdco, as a result of the relevant breach. 6.7 In addition to the Warranties or given by the Founder Parties in this Agreement, the Implementing Documents shall include such warranties, given by such parties thereto, as the Parties shall reasonably agree is appropriate having regard to prepare the Disclosure Letternature and purpose of the relevant Implementing Document.

Warranties. 8.1 10.1 The Sellers represent Warrantors warrant to Numis that each Warranty is true, accurate and warrant jointly and severally to not misleading in all material respects (whether or not the Buyer in the terms relevant statement as set out in Schedule 5 and each party acknowledges that 3 is specifically qualified by materiality) at the terms date of Schedule 5 and this clause 8 are in the circumstances fair and reasonableAgreement. 8.2 10.2 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 Warrantors agree (‘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) ▇▇▇ ▇▇▇▇ are hereby excluded. 8.3 In so far as within their power) not to cause, and to use all reasonable endeavours not to permit, any event to occur or allow any omission which would render any of the Warranties relate untrue, inaccurate or misleading in any material respect if it were to matters be repeated at any time prior to Admission by reference to the facts and circumstances then subsisting. 10.3 Each Executive Director further warrants severally to Numis that: 10.3.1 the Company has informed Numis in writing of factall discussions which it or its agents or advisers (apart from Numis) has had with the London Stock Exchange in relation to the Application or the interpretation of and application of the AIM Rules to the Company; 10.3.2 the solicitors to the Company have explained to him the nature of his responsibilities and obligations as a director of a listed company under the AIM Rules; and 10.3.3 the responses given by him to the directors' questionnaire and the information set out in the Admission Document relating to him and his connected persons are true and accurate and each is not by itself or by omission misleading and that all information relating to himself which would reasonably be considered material for disclosure in the Admission Document has been disclosed to Numis. 10.4 Optimal further warrants to Numis that it is the legal and beneficial owner of the Placing Shares, they shall constitute representations that such Placing Shares are fully paid and in reliance upon which each case that it is able to sell and transfer free and clear of any lien, charge, claim or other encumbrance or any right of any third party whatsoever and will remain so entitled until completion of the Buyer sale and purchase of the Placing Shares pursuant to the Placing and that it has entered full power and authority to enter into this Agreement. 8.4 10.5 Without prejudice to the provisions of clause 13.4 each of the Warrantors undertakes to notify Numis in writing, immediately upon him or it becoming aware of the same at any time up to Admission: 10.5.1 that any of the Warranties was untrue, inaccurate or misleading at the date of this Agreement; 10.5.2 that any of the Warranties would be untrue, inaccurate or misleading if it were to be repeated at any time before Admission by reference to the facts and circumstances then subsisting; or 10.5.3 of all other facts or circumstances which occur or arise at any time prior to Admission which is or may constitute a significant change or new matter for the purposes of regulation 10 of the POS Regulations. 10.6 Where any statement in the Warranties is qualified by the expression "to the best of the knowledge, information and belief of the Warrantors" or "so far as the Warrantors are aware" or any similar expression, each Warrantor shall be deemed to have knowledge of: 10.6.1 anything of which he ought reasonably to have knowledge given his particular position in and responsibilities to the Group; 10.6.2 anything of which he would have had knowledge had he made due and careful enquiry immediately before giving the Warranties; and 10.6.3 the matters disclosed in the Legal Report and the Long Form Report. 10.7 The Warranties shall continue in full force and effect notwithstanding the completion of all matters and arrangements referred to in or contemplated by this Agreement. 10.8 The Warranties shall be qualified to the extent of any facts or information fairly disclosed in the Admission Document and the Warranties other than those set out in paragraphs 1, 2, 3, 4, 5 and 15 of Schedule 3 shall be further qualified to the extent of any facts or information fairly disclosed in the Long Form Report or the Legal Report. 10.9 The Warrantors acknowledge that Numis is entering into this Agreement in reliance upon each of the Warranties which has also been given with the intention of inducing Numis to enter into this Agreement. 10.10 Each of the Warranties is a separate representation or warranty shall be construed separately and shall not be limited or restricted in its extent by reference to or application by inference from the terms of any other of the other Warranties them or by any other term of this AgreementAgreement (other than clauses 10.8 and 10.11). 8.5 Each 10.11 Save in the event of fraud, dishonesty or wilful non-disclosure, the liability of the Sellers undertakes with the Buyer that -Warrantors shall be limited as set out in Schedule 5. 10.12 References in this Agreement to a representation, warranty or undertaking being (aor not being) each of the Warranties shall remain true and accurate or being (or not being) misleading in a material respect shall mean material in the context of the Company and its Subsidiary Undertakings (taken as a whole) or the Placing or the underwriting of the sale of Placing Shares. In that connection and otherwise in this Agreement in relation to references to a matter which would or might be material in the context of the Placing, a matter shall, without limitation, be deemed to be so material if, in the reasonable opinion of Numis, it would have been material for disclosure to potential placees or other purchasers of the Placing Shares had such matter existed when placees were sought for the Placing Shares. 10.13 If Numis acquires any of the Placing Shares pursuant to this Agreement, it shall have, in addition to any other rights and remedies it may have, the rights and remedies of a person (not being Numis) acquiring Placing Shares on each day up to and including the Completion Date as if any express or implied reference in Schedule 5 to basis of the Placing Documents at Admission. 10.14 To the extent that a Supplementary Admission Document is published after the date of this Agreement were a reference in accordance with clauses 13.4 and 13.5 and without prejudice to clause 2.1.5, all references to the Completion Date; and (b) it Admission Document in this clause 10 and Schedule 3 shall immediately disclose be taken to the Buyer in writing include any matter which becomes known to it before Completion such Supplementary Admission Document 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 be deemed to be untrue or misleading, qualified by any statement made therein with effect from 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 date of the Buyer’s Group) on demand - (a) the amount by which the value publication 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 misleadingSupplementary Admission Document. 8.7 Each 10.15 For the avoidance of the Sellers hereby waives any right which it may have in respect of any misrepresentationdoubt, inaccuracy no party shall be entitled to terminate 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 Letterrescind this Agreement following Admission.

Warranties. 8.1 9.1 Each Institutional Seller and each Optionholder severally warrants in respect of himself or itself to the Purchaser that each of the Vendor Warranties (in so far as such Vendor Warranties relate only to that Institutional Seller or Optionholder as the case may be) is true and accurate in all respects and is not misleading at the date of this Agreement and as of the date of Completion. References in the Vendor Warranties to “the Vendor” or “that Vendor” are references to that Vendor or Optionholder giving the Vendor Warranties. 9.2 The Sellers represent and warrant Management Warrantors jointly and severally warrant to the Buyer in Purchaser that each of the terms Warranties set out in Parts A and C of Schedule 5 and each party acknowledges of the Vendor Warranties (in so far as such Vendor Warranties relate to the Management Warrantors) is true and accurate in all respects and is not misleading at the date of this Agreement and as of the date of Completion. 9.3 The Warranties shall not in any respect be extinguished or affected by Completion. 9.4 Each Vendor and each Optionholder severally undertakes to the Purchaser that if, between the date of this Agreement and Completion, anything (including for the avoidance of doubt any omission) occurs which results, or which may result, in any of its respective Warranties being unfulfilled, untrue or inaccurate at Completion then it will immediately and in any event before Completion give the Purchaser written notice of that event and its consequences and (if so requested by the Purchaser) will use its reasonable endeavours to prevent or remedy the same. 9.5 The Vendors acknowledge that the Purchaser has entered into this Agreement in reliance on the Warranties made by the Vendors. 9.6 Save in the case of fraud, each Vendor and Optionholder severally undertakes to the Purchaser that, in the event of any claim being made against it arising out of or relating to this Agreement, it will not make any claim against the Company or the Subsidiary or against any director, officer, employee or adviser of the Company or of the Subsidiary 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 Company, the Subsidiary and any such director, officer, employee or adviser may enforce the terms of Schedule 5 and this clause 8 are Clause 9.6 in accordance with 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 Contracts (‘Disclosed’Rights of Third Parties) 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) ▇A▇▇ ▇▇▇▇ are hereby excluded.▇, provided that, as a condition thereto, any such third party shall: 8.3 In so far as 9.6.1 obtain 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 prior written consent 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 DatePurchaser; and (b) it shall immediately disclose 9.6.2 not be entitled 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 assign its rights 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 9.6. 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 Seller hereby represents and warrant jointly and severally warrants to the Buyer in Purchaser that at the terms set out in Schedule 5 date of this Agreement and at the Completion Date each party acknowledges that of the terms Warranties of Schedule 5 8 (Warranties) is true, accurate and this clause 8 are in the circumstances fair and reasonablenot misleading. 8.2 The Seller acknowledges that the Purchaser has entered into this Agreement in full reliance on the Warranties are and the Indemnities and other covenants contained herein. 8.3 The Purchaser agrees that, save to the extent explicitly covered by a Warranty or an Indemnity or otherwise as explicitly provided for in this Agreement, no representation, warranty, guarantee or any other form of comfort, whether express or implied, is given subject to matters fullyPurchaser concerning the Shares, fairly and accurately disclosed in sufficient detail to enable the Buyer to understand their nature and scope in Group, the Disclosure Letter (‘Disclosed’) but no other information Business and/or any part of which the Buyer has actual, constructive or imputed knowledge and no investigation or enquiry made Disclosed Information. 8.4 No due diligence investigations conducted by or on behalf of the Buyer shall modify Purchaser and no facts or discharge circumstances known to the Sellers’ liability Purchaser, its officers or advisers at the date of this Agreement or at the Completion Date will prejudice or mitigate the Purchaser’s rights to claim under the Warranties Warranties, except to the extent fairly disclosed in the Disclosed Information. The Purchaser confirms that, to the Purchaser’s Knowledge, at the date of this Agreement it is not aware of any way and breach of Warranty which may lead to a claim for breach of Warranty in accordance with the provisions of section 6(2) of the Law of Property (Miscellaneous Provisions) ▇▇▇ ▇▇▇▇ 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 Warranties shall be construed separately and shall not be limited or restricted by reference to or inference from the Buyer that - (a) each terms of any other of the Warranties or any other terms of this Agreement. The Purchaser acknowledges and accepts that the Warranties in paragraph 20.5 of Schedule 8 (Warranties) are the sole Warranties regarding infringement of Intellectual Property Rights of third parties, and that a claim for infringement of Intellectual Property Rights of third parties cannot be made under any other Warranty than the Warranties contained in paragraph 20.5 of Schedule 8 (Warranties). Notwithstanding the preceding sentence, the Purchaser acknowledges and accepts that it shall remain true and accurate on each day up not be entitled to and including make any claim under the Warranties contained in paragraph 20.5 of Schedule 8 (Warranties) in relation to any claim brought within a period of one year as from the Completion Date as if against any express of the Group Companies by Actia S.A., Continental AG, Delphi Automotive LLP, R▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ and/or Visteon Corporation (or implied reference in Schedule 5 any of their Affiliates). The Seller hereby confirms that, to its actual knowledge (including, for the avoidance of doubt, the actual knowledge of the Key Employees, but without due and careful consideration and enquiry within the business of the Group Companies), at the date of this Agreement were a reference to it is not aware that any of the Completion Date; and Group Companies infringes any Intellectual Property Rights of Actia S.A., Continental AG, Delphi Automotive LLP, R▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ and/or Visteon Corporation (b) it shall immediately disclose to the Buyer in writing or 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 Agreementtheir Affiliates). 8.6 If any The Purchaser hereby represents and warrants to the Seller that at the date of this Agreement and at the Completion Date each of the Warranties shall prove to be untrue or misleadingof Schedule 8 (Purchaser's Warranties) is true, 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 accurate 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 to the Buyer 6.01 All Products purchased by RHPP from SEPTIMA 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) ▇▇▇ ▇▇▇▇ 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 AgreementAgreement shall be warranted by SEPTIMA against any defects in materials and workmanship. Any warranties extended by SEPTIMA for the Products in the United States or in any other country shall also be extended to RHPP under the same terms and conditions. RHPP agrees to furnish all warranty services required for all the Products. SEPTIMA agrees to supply to RHPP free of charge, including shipping charges, those replacement parts for the Products which are required to be supplied under this paragraph. SEPTIMA, at its discretion, shall decide and pay those costs associated with the return and testing of defective Products. Those Products returned under this paragraph, after testing, found to be within factory specifications shall be returned to RHPP at RHPP's expense. 8.6 If 6.02 NO WARRANTIES, EXPRESS OR IMPLIED, OTHER THAN THOSE MADE IN SECTION 6.01, HEREIN, ARE GIVEN IN RESPECT OF THE PRODUCTS, AND ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PURPOSE IS HEREBY EXPRESSLY DISCLAIMED. ANY CLAIM OR CAUSE OF ACTION PURSUANT TO THE WARRANTY PROVIDED IN SECTION 6.01 OF THIS AGREEMENT MUST BE COMMENCED WITHIN ONE (1) YEAR OF SUCH CLAIM OR CAUSE OF ACTION ARISING OR SUCH CLAIM OR CAUSE OF ACTION SHALL BE DEEMED WAIVED. 6.03 RHPP agrees to indemnify and hold SEPTIMA and its officers, directors, employees, shareholders, affiliates, agents, and attorneys harmless against any and all losses, damages, liabilities, claims, demands, suits, or causes of the Warranties shall prove to be untrue action, including attorney's fees and expenses of defending against such claims, demands, suits, or misleadingcauses of action, 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 - resulting from (a) the amount by which the value third party claims arising, directly or indirectly, out of or in connection with RHPP's sale, installation or operation of the Shares is less than it would have been had such Warranty been true and not misleading; or Products or (b) the amount necessary to put the Company and any member conduct 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 misleadingRHPP's business. 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 Parent and the Seller hereby warrant jointly and severally to the Buyer in Purchaser that (i) the terms Warranty set out in Schedule 5 and each party acknowledges that the terms paragraph 12 of Schedule 5 1 (Warranties) is accurate as of February 23, 2010, (ii) the Warranties set out in paragraphs 1, 2, 3, 4, 9, 11, and 13 of Schedule 1 (Warranties) are accurate as at the date of this clause 8 are in the circumstances fair agreement, and reasonable. 8.2 The (iii) all other Warranties are given accurate as at 1 November 2009, in each case subject to, and as qualified by, the Disclosure Letter. The Purchaser shall not be entitled to matters fullyclaim that any fact, matter or circumstance causes any of the Warranties to be breached if such fact, matter or circumstance is fairly and accurately disclosed in sufficient detail to enable the Buyer to understand their nature and scope (or deemed disclosed) in the Disclosure Letter (‘Disclosed’) but no other information of which or in any document delivered or deemed delivered with it. 6.2 The Purchaser shall notify the Buyer has actual, constructive or imputed knowledge Parent and no investigation or enquiry made by or on behalf the Seller not more than 30 Business Days and not less than 10 Business Days in advance of the Buyer shall modify or discharge date that the Sellers’ liability under Purchaser intends to be the Warranties in any way Posting Date. Without prejudice to the Parent and the provisions Seller’s obligations under clause 4.21, the Parent and the Seller shall: (a) between the date of section 6(2receipt of such notice and the date falling 2 Business Days prior to the intended Posting Date so notified by the Purchaser (the “Additional Disclosure Date”), deliver to the Purchaser information (the “Additional Disclosure”) about any matter arising between the Signing Date and the Additional Disclosure Date that would have been required to be disclosed in the AIA Prospectus in order to make the Warranty set forth in paragraph 12 of Schedule 1 (Warranties) true and correct as of the Law Additional Disclosure Date as if it had been made as of Property the Additional Disclosure Date as soon as reasonably practicable after such information becomes available (Miscellaneous Provisionsit being understood that this obligation is not intended to require daily disclosure but rather disclosure as appropriate with a view to assisting with the preparation of the Purchaser Prospectus, Prudential Prospectus and Circular); and (b) ▇▇▇ ▇▇▇▇ are hereby excludedon the Additional Disclosure Date, deliver to the Purchaser a letter addressed to the Purchaser from the Parent (the “Warranty Letter”), warranting to the Purchaser that, as of the Additional Disclosure Date, the Additional Disclosure, taken together with the AIA Prospectus, does not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading; provided that if the Parent and the Seller shall have complied with their obligations under this clause 6.2, and if the Posting Date does not occur on the date notified by the Purchaser, the Parent and the Seller shall have no further obligation to provide any such information to the Purchaser under this clause 6.2. 8.3 In so far as 6.3 Except for the Warranties relate to matters of factWarranties, they shall constitute representations in reliance upon which neither the Buyer has entered into this Agreement. 8.4 Each of Parent nor the Warranties is a separate Seller makes any representation or warranty of any kind or nature whatsoever, oral or written, express or implied, with respect to the Seller, the Company, the Company Subsidiaries, the business of the Company and shall not be restricted in its extent the Company Subsidiaries, the Transaction Agreements or application the transactions contemplated by the terms Transaction Agreements, including any representation or warranty relating to the financial condition, results of operations, assets or liabilities of any of the foregoing entities. Except for the Warranties, the Parent and the Seller disclaim all liability and responsibility for any representations or warranties, whether made by the Parent, or any of its Affiliates or Representatives or any other Warranties Person, and any opinion, projection, forecast, advice, statement or information made, communicated or furnished (orally or in writing) to the Purchaser or its Affiliates or Representatives (including any opinion, projection, forecast, advice, statement or information that may have been or may be provided to the Purchaser by any Representative of the Parent or any of its Affiliates). Neither the Parent nor the Seller makes any representations or warranties to the Purchaser or any other Person regarding the probable success or profitability of the Company, the Company Subsidiaries or the business of the Company and the Company Subsidiaries (whether before or after Completion). 6.4 The Seller and the Parent undertake to disclose in writing to the Purchaser anything to the knowledge of the Parent that is or is reasonably likely to constitute: (a) a breach of Warranty that, without giving effect to any limitations as to materiality or Material Adverse Change set forth therein, has had, or would reasonably be expected to have, a Material Adverse Change; (b) a breach of the Parent’s covenants under clause 8.1 and/or Schedule 2 where any such breach is material in the context of the AIA Group taken as a whole; or (c) a Material Adverse Change, promptly upon it coming to the notice of the Seller or the Parent between the date of this agreement and the Completion Date (in the case of paragraph (a) or (b)) and the Admission Date (in the case of paragraph (c)). 6.5 The Seller and the Parent undertake, in the absence of fraud, that if any claim is made against them in connection with the sale of the Shares to the Purchaser, not to make any claim against any member of the AIA Group or any director, employee, agent or adviser of any such member on whom it may have relied before agreeing to any term of this Agreementthe Transaction Agreements or authorising any statement in the Disclosure Letter. 8.5 Each of 6.6 The Purchaser hereby warrants to the Sellers undertakes with Parent and the Buyer that -Seller as at the date hereof as follows (the “Purchaser Warranties”): (a) each of the Warranties shall remain true Purchaser and accurate Prudential is a corporation duly incorporated and validly existing under the Laws of the jurisdiction of its incorporation with full power and authority to conduct such business as it presently conducts, and has been in continuous existence since its incorporation; (b) each of the Purchaser and Prudential has all requisite power to enter into and, subject to satisfaction of the Conditions, complete the transactions contemplated by and carry out its obligations under the Transaction Agreements to which it is a party. The execution and delivery by each of the Purchaser and Prudential of each of the Transaction Agreements to which it is a party, and, subject to satisfaction of the Conditions, the completion by each of the Purchaser and Prudential of the transactions contemplated by the Transaction Agreements, has been (or will be prior to Completion be) duly authorised by all requisite corporate or other similar action on the part of the Purchaser or Prudential. Each of the Transaction Agreements to which the Purchaser and Prudential is a party has been, or upon execution and delivery thereof, will be, duly executed and delivered by the Purchaser or Prudential as applicable; (c) the execution and delivery by the Purchaser and Prudential of the Transaction Agreements do not, and the completion by the Purchaser or Prudential of the transactions contemplated by the Transaction Agreements to which each day up is a party will not, require any Governmental Approvals (other than those identified in Schedule 7 (Regulatory and anti-trust approvals)) or approval of Purchaser’s shareholders (other than the Purchaser’s Shareholder Approval) to be obtained or made by the Purchaser or Prudential, except for such notices, filings, exemptions or reviews, authorisations, consents or approvals that (i) would not give rise to a material liability in a jurisdiction material to the Purchaser Group or to criminal liability or (ii) of which the Purchaser was not aware after due enquiry; (d) assuming due authorisation, execution and delivery by the other parties hereto or thereto, each of the Transaction Agreements to which the Purchaser or Prudential is a party constitutes, or upon execution and delivery thereof, will constitute, legal, valid and binding obligations of the Purchaser or Prudential, enforceable against it in accordance with its terms. For purposes of this clause 6.6(d), the term “enforceable” means that the obligations in question are of a type which the English courts enforce and does not mean that those obligations necessarily will be enforced in accordance with their terms or be binding in all circumstances. In particular, enforcement may be subject to equitable principles, time-barring of claims and laws generally affecting the rights of creditors; (e) the statement in the Announcement to the effect that the directors intend to make the Board Recommendation referred to in clause 4.12(a) was considered at a duly convened and held meeting of the board of directors or a committee of the directors of Prudential in light of, inter alia, such directors’ fiduciary and statutory duties under English law; (f) the Purchaser has delivered to the Parent and the Seller in the agreed form certified copies of (i) an executed commitment letter, dated as of the date hereof (the “Underwriting Commitment Letter”), between the Purchaser and the Underwriters relating to the commitment by the Underwriters to enter into a definitive agreement in the form set out in Schedule 4 to the Underwriting Commitment Letter (the “Underwriting Agreement”) pursuant to which the Underwriters would underwrite the Rights Issue (the “Underwriting”) in the aggregate amount of US$20 billion (net of costs, fees and expenses) pursuant to and in accordance with the terms of the Underwriting Agreement, (ii) an executed $5,400,000,000 Bridge Facility Agreement between Prudential and the Debt Financiers, dated as of the date hereof (the “Bridge Credit Agreement”, and together with the Underwriting Commitment Letter, the “Commitments”, collectively referred to as the “Financing”); (g) the Commitments are in full force and effect and are valid. The obligations of the parties thereto to fund the Commitments are not subject to any conditions other than as set forth in the Commitments. As of the Signing Date, no event has occurred that (with or without notice, lapse of time or both) would constitute a breach or default under the Commitments by the Purchaser or Prudential. Neither the Purchaser nor Prudential has any knowledge of any facts or circumstances that are reasonably likely to result in (i) any of the conditions set forth in the Commitments not being satisfied or (ii) the funding contemplated in the Commitments not being made available to the Purchaser on a timely basis in order to consummate the transactions contemplated by this agreement; (h) the Purchaser is not aware of any facts or conditions related to its regulatory or financial status (including pending or threatened proceedings, claims, judgments, orders, or legal administrative or arbitration proceedings or investigations by any Governmental Authority) that are reasonably likely to impede its ability to promptly obtain any Governmental Approvals necessary for it to comply in full with its obligations under the Transaction Agreements. In the past three years, in the East Asian jurisdictions in which the Purchaser operates: (a) neither the Purchaser nor any of its Affiliates has been denied a Governmental Approval required in connection with any acquisition in any such jurisdiction; and (b) no license, permit or authorization issued to the Purchaser or any of its Affiliates by any Governmental Authority in any such jurisdiction has been suspended, terminated, withdrawn, suspended, revoked or non-renewed; (i) the Consideration Shares, Mandatory Convertible Securities and the Purchaser Preferred Securities to be allotted and issued to the Seller at Completion will, when so allotted and issued, be free and clear of any and all Encumbrances; (j) the Consideration Shares, Mandatory Convertible Securities and the Purchaser Preferred Securities will, on Completion, be duly and validly authorised and issued in accordance with the provisions of the Companies Act, not subject to any call for the payment of further capital, credited as fully paid and (save as set out in clause 16 of this agreement) free of all pre-emptive rights or other rights or restrictions on transfer or otherwise; and (k) the Consideration Shares shall, when issued at Completion, rank pari passu with the ordinary in the capital of the Purchaser, including the Completion Date as if any express right to receive all dividends declared made or implied reference in Schedule 5 to the paid with a dividend record date of this Agreement were a reference to which falls after the Completion Date. 6.7 Except for the Purchaser Warranties and the Warranties, the parties and their respective Representatives: (a) do not make any other representation or warranty of any kind or nature whatsoever, oral or written, express or implied, with respect to itself, its Affiliates, their respective businesses, the Transaction Agreements or the transactions contemplated by the Transaction Agreements; and (b) it shall immediately disclose to disclaim all liability and responsibility for any other representations or warranties, whether made by the Buyer in writing any matter which becomes known to it before Completion and which gives rise, Purchaser 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 its Affiliates or misleadingtheir respective Representatives or any other Person, the Sellers shalland all liability and responsibility for any other opinion, without prejudice projection, forecast, advice, statement or information made, communicated or furnished (orally or in writing) to any other right party or remedy which its Affiliates or their respective Representatives (including any opinion, projection, forecast, advice, statement or information that may have been or may be available provided to the Buyer, pay to the Buyer (any party or to the relevant member its Affiliates or Representatives by any Representative 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 (party or any member of the Buyer’s Group) its Affiliates or the Company which it would not have incurred had such Warranty been true and not misleadingRepresentatives). 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.