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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 ▇▇▇▇▇ ▇▇ 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 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 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 6.1. Subject to the following provisions, the Seller warrants that goods delivered pursuant to a Contract shall comply with all properties and characteristics expressly agreed in writing or to be customarily expected pursuant to the legal provisions under the substantive national laws applicable at the Seller’s place of incorporation at the time when risk passes to the Buyer. The Sellers represent Seller does not undertake any warranty in respect of defects caused by improper handling, wear and warrant jointly and severally tear, storage, any alteration of the goods by the Buyer or any use by the Buyer in a manner which adversely affects the performance of the goods or other negligent acts or omissions of the Buyer or of third parties. The Seller shall not be obliged to notify the Buyer of the unsuitability of its instructions or specifications unless the Seller is aware of such unsuitability. 6.2. THE WARRANTY ABOVE IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES; WHETHER WRITTEN OR ORAL, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTY WITH RESPECT TO MERCHANTABILITY, FITNESS FOR AN INTENTED PURPOSE OR PARTICULAR USE AND NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS. 6.3. A delivery shall be deemed to have been effected in compliance with contractual agreements if any deviations in respect of quantity, grammage, thickness, size or width of reels of the goods delivered by the Seller to the Buyer do not exceed the tolerances as agreed in the terms writing or set out in Schedule 5 section 17 below. The quantity in respect of any delivery shall thereby be calculated based on the actual weight of the goods at the time of production and each party acknowledges that packaging. In the terms case of Schedule 5 reels and this clause 8 are uncounted sheets the weight shall apply gross for net; in the circumstances fair case of reels the wrappings, cores and reasonablebungs and in the case of sheets the wrappings shall be included in the weight. Irrespective of the above provisions, any quantity deviations which are common in the trade, negligible or technically unavoidable shall not be deemed defects. 8.2 6.4. The Warranties Buyer is obliged to inspect the delivered goods immediately upon receipt, however, in any case prior to processing the goods, as to any defects. If the goods do not comply with the agreed quality standards, processing must not commence before the Seller has approved thereof in writing. For claims in connection with defects, the following provisions shall apply: a) in case of deviations in quantity (i.e. delivered quantity is larger or smaller than contracted quantity) the defects are given subject to matters fully, fairly and accurately disclosed in sufficient detail to enable be notified by the Buyer to understand their nature and scope the Seller forthwith, however, in any event within seven days after receipt of documents showing weight or quantity of the Disclosure Letter (‘Disclosed’delivered goods and/or after delivery; b) but no other information in case of defects in quality which can be ascertained by visual inspection of the goods or the packaging or by sampling, the defects must be notified by the Buyer has actualto the Seller forthwith, constructive however, in any case within seven days after delivery; c) in case of defects in quality which cannot be determined by visual inspection or imputed knowledge by sampling, the defects are to be notified by the Buyer to the Seller forthwith on detection, however, in any event within six months of delivery. Later notifications of defects/complaints cannot be accepted. 6.5. In case of papers used as component for tobacco products, papers applied for packing of food, in particular packaging applications for organoleptically sensitive products, and no investigation papers applied for packaging of pharmaceutical products, the Buyer is obliged to check the suitability of the goods before processing and forthwith notify the Seller in case of defects or enquiry made unsuitability. The Buyer shall obtain all necessary permits, licenses, approvals and the like to export, import, use and process any papers sourced from the Seller being used as component for tobacco products, papers applied for packaging of food and pharmaceutical products. 6.6. When notifying a defect, the Buyer shall identify the goods clearly and include a list giving details of each defect claimed and provide the Seller with product samples and any other suitable documents to support such claim. Defective goods must be kept available for the Seller’s inspections for 14 days from the date of the notification and must not be returned to the Seller early. Any notification of a defect shall be in writing. If such notification or availability of defective goods for inspection by or on behalf the Seller are not effected in compliance with the above provisions, any and all warranty, damage and other claims of the Buyer shall modify or discharge the Sellers’ liability under the Warranties in any way and the provisions of section 6(2) of the Law of Property (Miscellaneous Provisions) ▇▇▇ ▇▇▇▇ 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 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 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 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 to 5.1 TIW makes the Buyer in the terms Warranties set out in Schedule 5 3, Part A to and each party acknowledges that for the terms benefit of the Sellers and the Deraso Shareholders as of the date hereof and as of the Completion Date. TIW and MobiFon Holdings, jointly and severally, make the Warranties set out in Schedule 5 3, Part B, to and this clause 8 are in for the circumstances fair benefit of the Sellers and reasonable. 8.2 the Deraso Shareholders as of the date hereof and as of the Completion Date. The Warranties are given made by TIW and MobiFon Holdings as of the Completion Date shall be made subject to matters fully, fairly any further disclosures to the Sellers and accurately disclosed in sufficient detail to enable the Buyer to understand their nature and scope in the Disclosure Letter (‘Disclosed’) but no other information of which the Buyer has actual, constructive or imputed knowledge and no investigation or enquiry Deraso Shareholders made by TIW or MobiFon Holdings in writing on behalf or before Completion in a form and substance satisfactory to ROMGSM, acting reasonably. For the avoidance of doubt, any such further disclosures made to the Buyer shall modify or discharge the Sellers’ liability under the Warranties in any way Sellers and the provisions of section 6(2) of the Law of Property (Miscellaneous Provisions) ▇▇▇ ▇▇▇▇ Deraso Shareholders which are hereby excluded. 8.3 In so far as the Warranties relate not in a form and substance satisfactory to matters of factROMGSM, they acting reasonably, shall constitute representations in reliance upon which the Buyer has entered into this Agreement. 8.4 Each of the Warranties is a separate representation or warranty and shall not be restricted in its extent or application by the terms of entitle any of the Sellers to elect not to proceed to Completion, provided that this will not affect Completion with respect to the other Sellers. For the purposes of repeating the Warranties or by any other term of this Agreement. 8.5 Each as of the Sellers undertakes with the Buyer that - (a) each of the Warranties shall remain true and accurate on each day up to and including the Completion Date as if any Date, an express or implied reference in Schedule 5 a Warranty to the "date of this Agreement were Agreement" is to be construed as a reference to the Completion Date; and. (b) it 5.2 Each Seller makes the Warranties set out in Schedule 4, Part A, in respect of itself only, to and for the benefit of the Purchasers as of the date hereof and as of the Completion Date. Each Deraso Shareholder makes the Warranties set out in Schedule 4, Part B, in respect of itself only and also makes the Warranties set out in Schedule 4, Part A, in respect of Deraso only, to and for the benefit of the Purchasers as of the date hereof and as of the Completion Date. The Warranties made by the Sellers and Deraso Shareholders as of the Completion Date shall immediately disclose be made subject to any further disclosures made to the Buyer in writing any matter which becomes known to it Purchasers on or before Completion in a form and substance satisfactory to the Purchasers, acting reasonably. For the avoidance of doubt, any such further disclosures made by a particular Seller or Deraso Shareholder to the Purchasers which gives riseare not in a form and substance satisfactory to the Purchasers, acting reasonably, shall entitle the Purchasers to elect not to proceed to Completion with respect to such particular Seller or might give risewith respect to Deraso, in the case of a further disclosure made by a Deraso Shareholder, provided that this will not affect Completion with respect to a claim under the other Sellers. For the purposes of repeating the Warranties as of the Completion Date, an express or which would materially affect implied reference in a Warranty to the willingness "date of this Agreement" is to be construed as a prudent purchaser for value reference to purchase the Shares Completion Date. 5.3 The parties are aware and acknowledge that they have entered into this Agreement in reliance on the terms of Warranties given by each relevant party to the other which have induced it to enter into this Agreement. 8.6 5.4 The rights and remedies of a party in respect of any breach of the Warranties by the other party shall not be affected by any information of which such non-breaching party has knowledge (however acquired and whether actual, imputed or constructive) relating to the other party or the transactions contemplated in this Agreement, and shall survive Completion and shall not in any respect be extinguished or affected in any way by Completion. 5.5 Each of the Warranties set out in each paragraph of Schedule 3 and Schedule 4 is separate and independent and unless otherwise expressly provided shall not be limited by reference to any other Warranty or anything in this Agreement. 5.6 If in respect of, or in connection with, any breach of any of the Warranties shall prove any sum payable by way of compensation is subject to be untrue or misleading, the Sellers Taxes (which definition shall, without prejudice to any other right or remedy which may be available to the Buyer, pay to the Buyer (or to the relevant member of the Buyer’s Group) on demand - (a) the amount by which the value of the Shares is less than it would have been had such Warranty been true and not misleading; or (b) the amount necessary to put the Company and any member of the Buyer’s Group into the position it would have been in had such Warranty been true and not misleading; together with the amount of all costs and expenses (including legal and other professional fees and expenses, the costs of management time and all other consequential losses whether directly or indirectly arising) incurred directly or indirectly by the Buyer (or any member of the Buyer’s Group) or the Company which it would not have incurred had such Warranty been true and not misleading. 8.7 Each of the Sellers hereby waives any right which it may have in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by any director, officer or employee of the Company for the purpose of assisting this Clause 5.6 only, not include tax on net income), then a further amount shall be paid so as to secure that the Sellers net amount received is equal to give the amount of compensation due to it in respect of such breach, less any of sums recovered under insurance policies held by the Warranties or to prepare the Disclosure Letterparty not in breach.

Warranties. 8.1 The Sellers 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 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 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 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 Seller warrants that 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 Products covered by this Agreement were a reference to will meet the Completion Date; andspecifications for such Products as reflected on Seller's then current Product data sheets, that Seller will convey good title thereto, and that such Products shall be delivered free from any lawful security interest or encumbrance. (b) it shall immediately disclose to EXCEPT AS SET FORTH IN SECTION 8(a) ABOVE, NEITHER SELLER NOR ANY MANUFACTURER OR OTHER SELLER (OR ANY AGENT ON THEIR BEHALF, SUCH AGENTS HAVING NO AUTHORITY IN SUCH RESPECT), MAKES ANY WARRANTIES, GUARANTEES, OR REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, OR BY USAGE OF TRADE, STATUTORY OR OTHERWISE, WITH REGARD TO THE PRODUCTS SOLD, OR THE USE OF THE PRODUCTS, INCLUDING, BUT NOT LIMITED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, USE OR ELIGIBILITY OF THE PRODUCTS FOR ANY PARTICULAR TRADE USAGE, ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED. (c) Buyer and the Buyer ultimate consumer of the Products assume all risks and liabilities whatsoever resulting from transportation, handling, storage, use, and disposal of the Products after delivery of the Products, whether the Products are used singly or in writing combination with other substances. (d) Except as otherwise expressly provided in this Agreement, no claim of any matter which becomes known to it before Completion and which gives risekind whatsoever, whether arising in contract, tort, negligence, breach of warranty, strict liability, or might give riseunder any other legal theory, as to a claim under Products delivered or for non-delivery of Products shall be greater in amount than 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 price of the Warranties shall prove Products with respect to be untrue or misleadingwhich damages are claimed, the Sellers shall, without prejudice and Seller's sole liability to any other right or remedy which may be available to the Buyer, pay to the Buyer (or to the relevant member of the if any, and 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 's sole remedy in respect of any misrepresentationsuch claim, inaccuracy shall in no event exceed such purchase price. Seller may satisfy any such liability at its option either by (i) replacing such Products, or omission in (ii) refunding to Buyer (by cash or from any information credit) the purchase price of such Products. (e) Under no circumstances shall either party or their respective affiliates be liable to the other party for consequential, incidental, special or indirect damages. (f) Any advice supplied furnished by Seller or given by any director, officer or employee its agents with reference to the use of the Company Products is given gratis and Seller assumes no obligation or liability for the purpose of assisting advice given or the Sellers results obtained and any such Products advice furnished by Seller shall not constitute a representation, warranty or guarantee as to give any of matter, all such advice being given and accepted at Buyer's or the Warranties ultimate consumers' risk. No statements or suggestions contained in Seller's or its affiliates' literature are to prepare the Disclosure Letterbe construed as inducements to infringe any patent.

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

Warranties. 8.1 4.1 The Sellers represent and warrant jointly and severally to the Buyer Buyers that each Warranty is true at the date of this Agreement and acknowledge that the Buyers are entering into this Agreement in reliance on the terms Warranties. 4.2 The Buyers acknowledge that they have not relied on, or been induced to enter this Agreement by, any representation, warranty or undertaking other than those expressly set out in Schedule 5 and each party acknowledges that this Agreement. The Buyers are not entitled to make a claim against the terms Sellers in respect of Schedule 5 and any representation, warranty or undertaking arising out of, or in connection with, this clause 8 are Agreement unless the representation, warranty or undertaking is expressly set out in the circumstances fair and reasonablethis Agreement. 8.2 4.3 The Warranties are given subject qualified by reference to matters fully, any matter or thing which is 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 Letter. 4.4 The Buyers warrant to the Sellers that they have not at the date of which this Agreement formulated an intention to make a Relevant Claim against the Buyer has actual, constructive or imputed knowledge Sellers and no investigation or based upon 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) Dr H▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇▇▇ are hereby excluded. 8.3 In so far as the Warranties relate to matters t they do not have actual knowledge of fact, they shall constitute representations in reliance upon which the Buyer has entered into this Agreement. 8.4 Each any breaches of the Warranties is arising from the relationship between AES or PEI (as the case may be) and 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 AgreementSellers' Group Company. 8.5 4.5 Each of the Sellers undertakes with the Buyer that - Warranty is to be construed independently and (aexcept where this Agreement provides otherwise) 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 is not limited by another provision of this Agreement were or another Warranty. 4.6 If there is 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 breach of a prudent purchaser for Warranty and: 4.6.1 the value of an asset of AES or PEI is or becomes less than the value would have been had the breach not occurred; or 4.6.2 AES or PEI is subject to purchase or incurs a liability which it would not have been subject to or would not have incurred had the Shares breach not occurred, the relevant Buyer shall be entitled to claim, without prejudiced to its right to seek redress or recover damages on any basis from time to time available to it, an amount equal to either: 4.6.3 the terms of this Agreement. 8.6 If any reduction in the value of the Warranties shall prove to be untrue or misleadingasset or, as the case may be, the Sellers shall, without prejudice to any other right or remedy which may be available to increase in the Buyer, pay to liability; or 4.6.4 the Buyer (or to the relevant member of the Buyer’s Group) on demand - (a) the amount by which reduction caused in the value of the Shares is less than it would have been had such Warranty been true or the PEI Shares (as the case may be) and not misleading; or (b) for the amount necessary to put the Company and any member avoidance 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 doubt there shall be no right for the Buyer (or to recover an amount in any member circumstances calculated on the basis of a multiple of such reduction; each on demand from the Buyer’s Group) or the Company which it would not have incurred had such Warranty been true and not misleadingSeller. 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 To the maximum extent permitted by applicable law, all express or implied representations and warrant jointly warranties not expressly stated in Agreement are excluded. Nothing in Agreement is intended to limit the operation of the Australian Consumer Law contained in the Competition and severally Consumer Act 2010 (Cth) (ACL). Under the ACL, the Customer may be entitled to certain remedies (like a refund, replacement or repair) if there is a failure with the goods or services we provide. TERMINATION TERMINATION BY ALL GC HIRE All GC Hire may terminate this Agreement in whole or in part immediately by written notice to the Buyer Customer if the Customer is 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 breach of any of the other Warranties or by any other term of this Agreement. 8.5 Each . In the event All GC Hire directs the Customer to return the Equipment prior to the Return Date in accordance with clause 16, and: it is found the Customer was in breach of this Agreement, the Customer will not be entitled to any refund of any Hire Fees; or it is found the Customer was not in breach of this Agreement, All GC Hire will refund to the Customer any remaining portion of the Sellers undertakes with Hire Fees for the Buyer that - (a) each of period till the Warranties shall remain true and accurate on each day up Return Date which the Customer did not have the Equipment. TERMINATION BY THE CUSTOMER The Customer may terminate this Agreement by written notice to and including the Completion Date as All GC Hire if any express or implied reference in Schedule 5 to the date All GC Hire breaches a term of this Agreement were a reference and has not remedied such breach within two calendar days of receiving notice of the breach from the Customer. In the event the Customer terminates under this clause 19.2, All GC Hire will refund to the Completion Date; and (b) it shall immediately disclose to Customer any remaining portion of the Buyer in writing any matter Hire Fees for the period till the Return Date which becomes known to it before Completion and which gives rise, the Customer did not have the Equipment. EFFECT OF TERMINATION Upon expiry 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 termination of this Agreement. 8.6 , the Customer must promptly: pay any remaining Fees payable to by All GC Hire under this Agreement; and subject to any contrary direction in writing given by All GC Hire, deliver the Equipment and any other goods included in a Rental Form (such as Inclusions) to the Return Address. SURVIVAL Any provision of this Agreement which, by its nature, would reasonably be expected to be performed after the termination, will survive and be enforceable after such termination. IF THE PARTIES HAVE A DISPUTE If any an issue between the parties arises under Agreement that cannot be resolved day-to-day, the parties will make genuine efforts in good faith to participate cooperatively in mediation, at equal shared expense of the Warranties shall prove parties. The parties will conduct mediation through the Australian Disputes Centre (ADC) and in accordance with the ADC’s Guidelines for Commercial Mediation (as current at the time of the dispute). The parties will follow the mediator’s recommendations on the extent of mediation required, and when to stop mediation if the issue cannot be untrue or misleadingresolved. If mediation does not resolve the issue, the Sellers shallparties must: if they haven’t already done so, without prejudice engage independent legal representation at their own expense to any other right or remedy which may be available to understand the Buyerstrength of their arguments; and based on that advice, pay to the Buyer if settlement is not achieved, participate in arbitration (or to other dispute resolution mechanism agreed in mediation) through the relevant member ADC at equal shared expense. The parties will follow the binding outcome 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 arbitration (or other agreed mechanism). Either party may at any member of the Buyer’s Group) or the Company which time during this process make an offer for settlement. The parties acknowledge and agree it would is in their best interests to properly consider all genuine settlement offers. The parties will use best endeavours to avoid litigation and reach a prompt settlement. The process in this clause does not have incurred had such Warranty been true and not misleadingapply where a party requires an urgent injunction. 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 CheckIt provides the Supplier Warranties during the Warranty Period. 5.2 The Sellers represent and warrant jointly and severally Customer shall give notice to CheckIt of any breach of warranty as soon as reasonably possible after becoming aware thereof. 5.3 CheckIt shall investigate any alleged breach of warranty and, in the case of a breach of warranty under clause 5.1, shall, in its absolute discretion, remedy the same by – 5.3.1 carrying out such repairs, modifications or alterations to the Buyer in Products; 5.3.2 replacing the terms set out in Schedule 5 and each party acknowledges Products or such component parts; and/or 5.3.3 exchange the Product free of charge should the Product prove to be defective within 7 (seven) calendar days from the date of delivery thereof, provided that the terms Supplier has consented to an exchange free of Schedule 5 and this clause 8 are in the circumstances fair and reasonable. 8.2 The Warranties are given subject to matters fullycharge, 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 -provided that: (a) each of the Warranties Customer shall remain true be responsible to deliver and accurate on each day up collect the Products to and including from CheckIt at the Completion Date as if any express or implied reference Customer’s risk and cost (which shall include all risk while the Products are in Schedule 5 to the date possession of this Agreement were a reference to the Completion DateCheckIt during repairs); and (b) it shall immediately disclose the Supplier has consented to such repairs or replacements in accordance with its standard procedures and the Buyer Supplier Warranties. 5.4 No Products will be repaired, replaced or accepted for return if: 5.4.1 such Products are not covered by the Supplier Warranty and/or the Supplier does not consent to such return; 5.4.2 the Customer has modified the Products in writing any matter way; and/or 5.4.3 the Products have been used for any purpose other than that for which becomes known to it before Completion and which gives risethe Products were designed and/or the Products have been mis-used or neglected in any way. 5.5 Should CheckIt be of the opinion that, or might give rise, to a claim under despite notice from the Warranties or which would materially affect the willingness of a prudent purchaser for value to purchase the Shares on the Customer in terms of this Agreement. 8.6 If any clause 5.2, CheckIt is not in breach of the Warranties shall prove to be untrue or misleadingwarranty set out in clause 5.1, the Sellers shall, without prejudice to any other right or remedy which may Customer shall 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 liable for all costs and expenses (including legal fees incurred by CheckIt in regard to the repair, transport, replacement and other professional fees the like of such Products. 5.6 Any Products or parts thereof replaced by CheckIt pursuant to clause 5.3.1 shall upon replacement become the property of CheckIt. The Customer warrants that CheckIt’s title to such replaced Products shall be free and expenses, the costs of management time encumbered and that it shall have all other consequential losses whether directly or indirectly arising) incurred directly or indirectly by the Buyer (or any member necessary consents and authorities to part with possession of the Buyer’s Group) or the Company which it would not have incurred had such Warranty been true and not misleadingreplaced Products. 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 Buyer is entering into this Agreement on the basis of, and warrant jointly and severally to in reliance on, 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 reasonableWarranties. 8.2 The Warranties are given subject Sellers warrant and represent to matters fully, fairly and accurately disclosed in sufficient detail to enable the Buyer to understand their nature that each Warranty is true, accurate and scope in not misleading on the Disclosure Letter (‘date of this Agreement except as 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 A payment made in respect of a Claim shall include any amount necessary to ensure that, after any Taxation of the payment, the Buyer is left with the same amount it would have had if the payment was not subject to Taxation. 8.4 Warranties qualified by the expression so far as the Warranties relate Sellers are aware or any similar expression are deemed to matters of fact, they shall constitute representations in reliance upon which be given to the Buyer has entered into this Agreement. 8.4 Each best of the Warranties is a separate representation or warranty knowledge, information and shall not be restricted in its extent or application by belief of the terms Sellers after they have made due and careful enquiries of any each of the other Warranties or by any other term Sellers, the Company’s professional advisors (including their legal advisers, accountants, auditors and insurance brokers) and senior employees and made due and careful investigations of this Agreementthe Company’s books, records and papers. 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 is separate and, unless otherwise specifically provided, is not limited by reference to the Completion Date; and (b) it shall immediately disclose to the Buyer any other Warranty or any other provision 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 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. 8.7 The Sellers 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 (Officers) to the Sellers or their advisers in connection with the Warranties shall prove to be untrue or misleadingthe indemnities set out at clause 11, the information Disclosed in the Disclosure Letter or otherwise shall not constitute a warranty, representation or guarantee as to the accuracy of such information in favour of the Sellers, and the Sellers shall, without prejudice to any other right or remedy which may be available hereby undertake 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 each Officer that they irrevocably waive any member and all claims which they might otherwise have against any of them in respect of such claims. 8.8 The rights and remedies 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 Claim or omission in claim under the Tax Covenant shall not be affected by Completion or from any information rescission or advice supplied or given failure by any director, officer or employee of the Company for the purpose of assisting the Sellers Buyer to give any of the Warranties or to prepare the Disclosure Letterrescind this Agreement.

Warranties. 8.1 The Sellers represent All goods sold, or work performed hereunder are warranted to be free from defects in materials 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 workmanship subject to matters fullystandard industry tolerances and normal use for a period of ninety (90) days from date of shipment. Seller's sole obligation for any goods, fairly and accurately disclosed in sufficient detail which are defective, shall be to enable issue credit for, or to repair or replace any item or part thereof which is proved to be other than as warranted, whichever is smaller; no allowance shall be made for any labor, charges of Buyer for replacement of parts, adjustments or repairs, or any other work. The warranty is void as to any goods or parts thereof which have been subjected to misuse or neglect, damaged by accident, rendered defective by reason of improper assembly and/or installation or by the Buyer to understand their nature and scope in the Disclosure Letter (‘Disclosed’) but no other information performance of which the Buyer has actual, constructive repairs or imputed knowledge and no investigation or enquiry made by or on behalf alterations outside of Seller's warehouse except when performed under ▇▇▇▇▇▇'s written authority. Rtqrgt uvqtcig ip c nqy jwmifiv{ gpxitqpmgpv chvgt tgegirv iu etiviecn0 Ugnngt‚u ycttcpv{ iu xqif cu vq cp{ iqqfu fcmcigf fwg vq imrtqrgt uvqtcig. Every claim for breach of the Buyer warranty herein contained 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) be deemed to be waived by ▇▇▇ ▇▇▇▇ are hereby excluded. 8.3 In so far as the Warranties relate unless made in writing 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 - Seller within ninety (a90) 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 days from the date of this Agreement were receipt of goods. If ▇▇▇▇▇ claims a reference breach of warranty, Seller, upon receipt of timely notice, will, at the Seller's option, either examine samples of the goods at Seller's warehouse or at the Buyer's warehouse prior 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 issuance of a prudent purchaser shipping instructions for value to purchase the Shares on the terms of this Agreement. 8.6 If any return of the Warranties shall prove goods to Seller (Transportation costs prepaid by Buyer). In the event that any goods are proved to be untrue other than as warranted, transportation costs (cheapest way) to Seller's warehouse will be borne by ▇▇▇▇▇▇ and reimbursement or misleading, the Sellers shall, without prejudice to any other right or remedy which may credit will 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 issued for the purpose of assisting the Sellers to give any of the Warranties or to prepare the Disclosure Letteramounts so expended by ▇▇▇▇▇. Other than as set forth above, UGNNGT OCMGU PQ QVJGT YCTTCPV[. GZRTGUU QT KORNKGF. CPF CP[ KORNKGF YCTTCPV[ QH OGTEJCPVCDKNKV[ QT HKVPGUU HQT C RCTVKEWNCT RWTRQUG KU JGTGD[ FKUENCKOGF CPF GZENWFGF D[ VJG UGNNGT0 KV KU WPFGTUVQQF CPF CITGGF VJCV VJG UGNNGT‚U NKCDKNKV[. YJGVJGT DCUGF KP EQPVTCEV. VQTV. WPFGT CP[ YCTTCPV[. GZRTGUU QT KORNKGF. KP PGINKIGPEG QT QVJGTYKUG. UJCNN PQV WPFGT CP[ EKTEWOUVCPEGU GZEGGF VJG EQUV QH TGRCKT QT TGRNCEGOGPV QT TGVWTP QH VJG RWTEJCUG RTKEG. YJKEJGVGT KU UOCNNGT. CPF WPFGT PQ EKTEWOUVCPEGU UJCNN VJG UGNNGT DG NKCDNG HQT URGEKCN. KPFKTGEV QT EQPUGSWGPVKCN FCOCIGU0 THERE ARE NO EXPRESS WARRANTIES BY SELLER COVERING GOODS MANUFACTURED BY SOMEONE OTHER THAN SELLER. SUCH WARRANTIES AS MAY BE FURNISHED TO SELLER BY THE MANUFACTURER OF SUCH GOODS WILL BE EXTENDED TO BUYER BY THE SELLER.

Warranties. 8.1 The Sellers represent seller unconditionally gives to and warrant jointly and severally to in favour of the Buyer in purchaser the terms warranties set out in Schedule 5 this agreement and each party acknowledges that in Annexure "……….". Each such warranty: is a separate warranty and is in no way limited or restricted by inference from the terms of Schedule 5 any other warranty; continues and remains in force notwithstanding the completion of any or all the transactions contemplated in this clause 8 agreement; is deemed to be material and not be a material representation inducing the purchaser to enter into this agreement. Save for those warranties and representations expressly given or made in this agreement or in Annexure "……….", no warranties or representations are given or made, whether express or implied. The purchaser shall take transfer of all the employees of the seller and shall be bound by the provisions of the Act on terms on the whole not less favourable to the employees than those on which they were employed by the seller. The purchaser shall not take transfer of any of the employees of the seller. The purchaser shall only take transfer of those employees of the seller as are scheduled on Annexure "………….". The purchaser and the seller agree the valuation at the effective date of the leave pay accrued to the employees, the severance pay that would have been payable to the employees in the circumstances fair event of a dismissal by reason of the seller's operational requirements and reasonableany other payments that have accrued to the employees but have not been paid to the employees of the seller. Such valuations are set out in Annexure "…………. 8.2 ". The Warranties are given subject ………….. is liable to matters fully, fairly and accurately disclosed in sufficient detail pay such amounts. The seller shall be liable for such payments to enable the Buyer employees which relate to understand their nature and scope in the Disclosure Letter (‘Disclosed’) period before the effective date but no other information of which the Buyer seller was unaware at the effective date. The purchaser shall deposit the sum of R…………….. in a trust interest-bearing account at the offices of …………………………………………... as provision for the obligations of the purchaser under this clause. The purchaser indemnifies the seller against any payments made to an employee by the seller in terms of the provisions of section 197(9) of the Act. It is recorded that this agreement has actualbeen approved by the appropriate body contemplated in Section 189(1) of the Act whose approval is recorded by the signature at the end of this document of its authorised representative. It is hereby recorded that the employees who are employed by the business which is the subject matter of this sale, constructive are members ("the members") of the seller's pension/provident fund ("the fund") and entitled to certain benefits in terms of the rules of that fund. The seller hereby warrants that, since commencement of the negotiations which have resulted in this sale or imputed knowledge at any stage prior thereto and in contemplation of this sale, no investigation amendments to the fund rules or enquiry made any transaction (including the grant of past service benefits or enhanced accrual rates) were effected which may, in any manner whatsoever, prejudice or potentially prejudice such members. In the event of the fund being a fund commonly known as a "defined benefit fund" the members' actuarial reserve values plus a pro rata share of any surplus within the fund, shall be transferred to the purchaser's pension or provident fund or a fund to be established by the purchaser for the benefit of each transferring member. In the event of the fund being a fund commonly known as a "defined contribution fund", the member's shares of fund, plus a pro rata share of any reserve account within the fund, shall be transferred to the purchaser's pension or provident fund or a fund to be established by the purchaser for the benefit of each transferring member. Notwithstanding the provisions of 12.3 and 12.4, should the transfers referred to result in the transfer values being subjected to income tax, such values shall be transferred to any other fund determined by the purchaser (or members) for the benefit of the members. The values to be transferred in terms of 12.3 and 12.4 shall include all vested and non-vested bonuses declared by the underwriters or administrators of the fund. Upon transfer in accordance with the above provisions the values transferred (including a pro rata share of surpluses or reserve accounts) shall vest in the members. The purchaser hereby warrants that his/its fund shall provide equivalent or superior benefits to those offered by the seller's fund. A pro rata share, for the purposes of this clause, means that each transferring member shall be entitled to transfer and credit to his actuarial reserve or share of fund, such share of the said surplus or reserve in the same percentage as his reserve or share bears to the total of all transferring members' reserves on shares of fund. This clause shall confer upon the transferring members rights of action against the purchaser for the benefits provided for above and other benefits conferred by the purchaser's fund and the seller shall be absolved of all liability towards the members once he has fulfilled his obligations in terms of this clause. The transfer of the business shall be advertised in terms of section 34 of the Insolvency Act 24 of 1936, as amended. The seller authorises the purchaser to place the advertisement in terms of the Insolvency Act. Should any creditor or other person object to the transfer of the business or institute proceedings against the seller in pursuance of the advertisement placed in terms of the Insolvency Act or claim payment of monies due, then the purchaser will have the right, at his/its option, to pay all or any amounts claimed by any creditor and to reduce the purchase price payable by him/it to the seller by the amount so paid on production of proof of the amount so paid. Alternatively, the purchaser will, at his/its option, have the right to demand that the seller pays the amount so claimed and produces proof of such payment. The seller and the purchaser undertake to each other that immediately either of them becomes aware of any proceedings instituted by any person or persons who purport to have any claim against the seller as at the effective date ("unsatisfied creditors") which, if unsatisfied, may result in the transfer of the business in terms of this agreement being void as against the unsatisfied creditors concerned in terms of section 34(3) of the Insolvency Act, it will immediately notify the other party in writing. If on the completion date there remain any unsatisfied creditors: whose claims have not been discharged by or on behalf of the Buyer shall modify seller; or who have not been given an undertaking by or on behalf of the seller to discharge their claim or claims in a form acceptable to the Sellers’ liability under the Warranties unsatisfied creditors; or who have not waived in any way and writing their rights derived from the provisions of section 6(234(3) 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 misleadingInsolvency Act, the Sellers shallpurchaser will have the right, without prejudice in addition to any other right or remedy rights 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 he/it may have in respect law, at his/its option either to pay all or any amounts claimed by any creditor and to set off the same against the purchase price payable by the purchaser to the seller in terms of this agreement or to cancel this agreement. Upon the claims of any misrepresentationunsatisfied creditors being discharged or waived or the undertaking referred to in 13.3 being given, inaccuracy or omission this agreement will become unconditional. The seller, in or from any information or advice supplied or given by any order to protect the goodwill of the business and the interests of the purchaser in the goodwill of the business, agrees and undertakes in favour of the purchaser and the business that it will not within the areas referred to in 14.2 and for a period of 3 years after the effective date, either as principal, agent, partner, representative, shareholder, director, officer employee, consultant, adviser, financier, or employee in any other like or similar capacity, directly or indirectly be associated or concerned with, interested or engaged in any firm, business, company or other association of persons which carries on a business or activity similar to the business carried on by the seller on the effective date, or any new but similar business established by the purchaser after the effective date. The areas covered by these restraints are: the Gauteng Province; the Mpumalanga Province; the Limpopo Province; the North West Province; the Free State Province; the Western Cape Province; the Eastern Cape Province; the Northern Cape Province, and the Province of KwaZulu‑Natal. The seller agrees that: the restraints imposed upon it in terms of this clause are reasonable as to subject matter, area and duration and are reasonably necessary in order to preserve and to protect the goodwill of the Company for business; notwithstanding the purpose manner in which the restraints in 14.1 and the areas in 14.2 are grouped together or linked geographically, each of assisting the Sellers to give any them constitutes a separate and independent restraint, severable from each of the Warranties other restraints. The aforegoing provisions of this clause will not be construed so as to preclude the seller from: owning not more than 5% of the shares or other securities of any company the shares of which are listed on any recognised stock exchange if the nature of the business or activity of such company is a business or activity restricted pursuant to prepare the Disclosure Letter14.1; continuing to hold any interest which it presently holds and which is listed in Annexure "…………".

Warranties. 8.1 The Sellers represent and warrant jointly and severally 6.01 Vendor 1 hereby warrants to the Buyer in Purchaser that: (a) Sale Shares 1 are legally and beneficially owned by Vendor 1 free from any claims, options, pledges, charges, liens, equities or encumbrances whatsoever (save for the terms rights of pre-emption or rights of first refusal set out in Schedule 5 the OGM Shareholders' Agreement and memorandum and articles of association of OGM) and that each party acknowledges that of the terms Sale Shares 1 is fully paid-up; (b) Vendor 1 has unrestricted rights (save for the rights of Schedule 5 pre-emption or rights of first refusal set out in the OGM Shareholders' Agreement and the memorandum and articles of association of OGM) to transfer the Sale Shares 1 to Purchaser and to give good and unencumbered title thereto; (c) Vendor 1 has obtained all approvals, and has taken all such actions, as may be necessary to confer upon it full power and authority to enter into this Agreement and this clause 8 are Agreement, when executed by Vendor 1, will constitute valid and binding obligations on Vendor 1; and (d) no order has been made or petition presented or resolution passed for the winding-up of Vendor 1 nor has any distress, execution or other process been levied 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 respect of which the Buyer has actual, constructive Vendor 1 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 its assets or properties nor is there any unfulfilled or unsatisfied judgment or court order outstanding against Vendor 1 that may affect the other Warranties or by any other term performance of this Agreement. 8.5 Each of 6.02 Vendor 2 hereby warrants to the Sellers undertakes with the Buyer that -Purchaser that: (a) Sale Shares 2 and Sale Shares 3 are beneficially owned by Vendor 2 free from any claims, options, pledges, charges, liens, equities or encumbrances whatsoever (save for the rights of pre-emption or rights of first refusal set out in the OOM Shareholders' Agreement, OCM Shareholders’Agreement, and the memorandum and articles of association of each of OOM and OCM) and that each of Sale Shares 2 and Sale Shares 3 is fully paid-up; (b) Vendor 2 has unrestricted rights (save for the Warranties rights of pre-emption or rights of first refusal set out in the OOM Shareholders' Agreement, OCM Shareholders’ Agreement, and memoranda and articles of association of each of OOM and OCM) to transfer the Sale Shares 2 and Sales Share 3 to Purchaser and to give good and unencumbered title thereto; (c) Vendor 2 has obtained all approvals, and has taken all such actions, as may be necessary to confer upon it full power and authority to enter into this Agreement and this Agreement when executed will constitute valid and binding obligations on Vendor 2; and (d) no order has been made or petition presented or resolution passed for the winding-up of Vendor 2 nor has any distress, execution or other process been levied in respect of Vendor 2 or any of its assets or properties nor is there any unfulfilled or unsatisfied judgement or court order outstanding against Vendor 2 that may affect the performance of this Agreement. 6.03 The Purchaser hereby warrants to each of Vendor 1 and Vendor 2 that the Purchaser has full power and authority and save for the approvals of MITI and the Lenders under Clause 4.01, has obtained all other relevant approvals to enter into this Agreement and complete the transactions contemplated herein and that this Agreement when executed will constitute valid and binding obligations on the Purchaser. 6.04 Each of Vendor 1, Vendor 2 and the Purchaser hereby undertakes to each other that, as from the date of this Agreement until Completion each will continue to exercise their respective obligations and functions as shareholders to procure that the business of OGM, OOM and OCM is carried on in its usual and ordinary course to maintain its usual operating volumes and business practices consistent with its existing policies and procedures. 6.05 It is agreed that, save and except for the warranties expressly given by Vendor 1, Vendor 2 and the Purchaser in Clause 6.01, Clause 6.02 and Clause 6.03 respectively, no other representations or warranties, whether implied by law or otherwise, are given by the Vendors to the Purchaser and by the Purchaser to any of the Vendors in connection with or relating to the transactions in this Agreement. Each of the Vendors and the Purchaser hereby disclaims any and all liability for any warranty, representation or any implied term or obligation except for the warranties, terms and obligations expressly set out in this Agreement. 6.06 The warranties set forth in Clause 6.01, Clause 6.02 and Clause 6.03 shall remain true be deemed to be repeated by each of Vendor 1, Vendor 2 and accurate on each day up to and including the Purchaser respectively as at Completion Date as if any express or implied reference in Schedule 5 the references therein to the date of this Agreement were a reference references 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 date of a prudent purchaser for value to purchase the Shares on the terms of this AgreementCompletion. 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 6.07 Each of the Sellers hereby waives any right which Vendors undertakes with the Purchaser that it may have shall procure the directors it has nominated to the board of directors of OGM, OOM and OCM not to vote in respect favour 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 resolution for the purpose declaration of assisting dividends or other distributions for the Sellers to give any period between 31 March 2009 and the date of the Warranties or to prepare the Disclosure LetterCompletion.

Warranties. 8.1 14.1 The Sellers represent and warrant jointly and severally Seller warrants to the Buyer in the terms that, save as set out in Schedule 5 the Disclosure Letter, the Warranties are true and each party accurate in all material respects. The Warranties shall be deemed to be repeated immediately before Completion with reference to the facts and circumstances then existing except for changes to such facts and circumstances permitted and/or contemplated by or pursuant to this Agreement and the North American Agreement. 14.2 The Buyer hereby 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 no reliance has been placed by the Buyer on any representation or warranty (whether express or implied and whether written or oral) relating to understand their nature the Business and scope in the Disclosure Letter Assets other than the Warranties and accordingly all representations and warranties (‘Disclosed’whether express or implied, statutory or otherwise) but no other information of which on the Buyer has actual, constructive or imputed knowledge and no investigation or enquiry made by or on behalf part of the Buyer shall modify or discharge the Sellers’ liability under Seller other than 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 fact14.3 Notwithstanding any other provision in this Agreement, they shall constitute representations in reliance upon which the Buyer has entered into this Agreement. 8.4 Each shall not be entitled to nor shall it make any Claim against the Seller for any breach of the Warranties is a separate representation or warranty and shall not be restricted in its extent or application by unless: 14.3.1 the terms bona fide amount 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 -such Claim when aggregated with (a) each the bona fide amount of any other Claim which has been so made (including also any claims that would have been made but for the Warranties shall remain true and accurate on each day up to and including the Completion Date as if any express or implied reference in Schedule 5 to the date provisions of this Agreement were a reference to the Completion DateClause 14.3); and (b) it any North American Warranty Claim; exceeds $250,000 and in such event the Seller shall immediately disclose only be liable for the amount by which such claim exceeds $250,000 and such Claim has been notified in writing to the Buyer Seller on or before 31 March 2002 in writing each case giving sufficient details of such claim including the Buyer's bona fide estimate of the amount thereof. Any such claim (if it has not been previously settled or withdrawn) shall be deemed to have been withdrawn unless legal proceedings in respect of it have been commenced by both being issued and served within six months of such notification to the Seller and in any matter which becomes known to it event 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 Agreement31 March 2002. 8.6 If any 14.4 The maximum aggregate liability of the Seller in respect of Claims for breach of the Warranties shall prove to be untrue or misleadingnot exceed the aggregate of the Purchase Price, and North American Price less the Sellers shall, without prejudice to any other right or remedy which may be available aggregate of all North American Claims. 14.5 No liability shall arise under the Warranties if and to the Buyer, pay to extent that: 14.5.1 the Buyer (Claim in respect thereof arises or to the relevant member is increased as a result 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 arisen but for any legislation not in force at Completion or any retrospective change in the law after the date hereof or any retrospective increase in the rate of taxation in force at the date hereof; 14.5.2 such Warranty been true and not misleading. 8.7 Each breach or claim is attributable in whole to any voluntary act, omission, transaction or arrangement of the Sellers hereby waives Buyer or person deriving title from it after Completion which is otherwise than in the ordinary course of business; 14.5.3 the Buyer is able to recover the sum claimed from any right third party and has effected recovery but for the avoidance of doubt the Seller shall only be liable in these circumstances where the Buyer has used all reasonable endeavours to effect recovery from any such third party but has not been able to do so; 14.5.4 the Claim arises out of anything done prior to Completion at the express request of the Buyer or with the Buyer's prior written approval provided that the nature and extent of the matter to which it may have Buyer's approval has been sought was fully disclosed; 14.5.5 the Buyer is insured for loss giving rise to the Claim and could be expected to recover such loss after using its reasonable efforts provided that in applying this exclusion to any given loss, the Seller shall, subject to the other parts of this clause 14, be liable in respect of any misrepresentationdeductible applicable to the relevant insurance policy; 14.5.6 the Claim is the subject of a provision or reserve in the Accounts; or 14.5.7 in relation to product liability claims, inaccuracy or omission in or from any information or advice supplied or given by any director, officer or employee of the Company for Buyer has recouped its losses under the purpose of assisting the Sellers to give any of the Warranties or to prepare the Disclosure Letter.indemnity under Clause 10.4

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

Warranties. 8.1 The 7.1 Each Seller severally warrants to the Purchaser that each of the Sellers’ Warranties is true and accurate in all respects as at the Execution Date. Each Seller further severally warrants to the Purchaser that the Fundamental Warranties in paragraph 1, 2 and 3 of Schedule 4 (Sellers’ Warranties) will be true and accurate on the Completion Date. 7.2 Each of the Sellers represent and warrant jointly and severally warrants to the Buyer Purchaser that each of the Group Companies’ Warranties is true and accurate in all respects as at the terms set out in Schedule 5 Execution Date. Each of the Sellers further jointly and each party acknowledges severally warrant to the Purchaser that the terms Fundamental Warranties in paragraphs 1, 2 and 4 of Schedule 5 (Group Companies’ Warranties) will be true and this clause 8 are in accurate on the circumstances fair and reasonableCompletion Date. 8.2 7.3 The Warranties are given subject to Clause 7.4 (Warranties), Clause 8 (Sellers’ Limitation on Liability and Conduct of Claims) and Schedule 6 (Sellers’ Limitations on Liability). 7.4 The Purchaser acknowledges that the Warranties are qualified by and subject to the facts, matters fully, fairly and accurately disclosed in sufficient detail to enable the Buyer to understand their nature and scope circumstances which are Disclosed in the Disclosure Letter Disclosed Information and the Sellers shall have no liability with respect to any Warranty Claim with regard to any such fact, matter or circumstance which has been Disclosed in the Disclosed Information. 7.5 Any Warranty that is qualified by the knowledge, belief or awareness of the Sellers shall mean the actual (‘Disclosed’) but no other information of which the Buyer has actual, not constructive or imputed knowledge and no investigation imputed) knowledge, belief or enquiry made by or on behalf awareness of the Buyer shall modify or discharge the Sellers’ liability under the Warranties in any way and the provisions each of section 6(2) of the Law of Property (Miscellaneous Provisions) ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇ are hereby excluded▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇. ▇▇▇▇ ▇▇▇▇▇ having made due and careful enquiries, including, but not limited to, of their respective direct reports. 8.3 In so far as 7.6 References in the Warranties relate Disclosure Letter to matters of fact, they paragraph numbers shall constitute representations be to the paragraphs in reliance upon Schedule 4 (Sellers’ Warranties) or Schedule 5 (Group Companies’ Warranties) to which the Buyer has entered into this Agreement. 8.4 Each of the Warranties disclosure is a separate representation or warranty and most likely to relate. Such references are given for convenience only and, subject to their being Disclosed, shall not be restricted in its extent or application by limit the terms effect of any of the other Warranties or by any other term disclosures, all of this Agreement. 8.5 Each of the Sellers undertakes with the Buyer that - (a) each of which are made against 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 Agreementwhole. 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 13.01 This Agreement has been entered into by FEI in reliance upon the Warranties to the Buyer intent that each of the Warranties shall be construed as a separate and independent Warranty so that FEI shall have a separate claim and right of action in the terms set out in Schedule 5 and respect of every breach of each party acknowledges that the terms of Schedule 5 and this clause 8 are in the circumstances fair and reasonableWarranty. 8.2 The 13.02 No claim shall be made by FEI for breach of any of the Warranties are given subject or other provisions of this Agreement if the fact, omission, circumstance or occurrence giving rise to matters fully, or forming the basis of the claim has been fairly and accurately disclosed in sufficient detail to enable the Buyer to understand their nature and scope FEI in the Disclosure Letter delivered at least five days prior to Closing (‘Disclosed’but updated by Philips prior to Closing) but no other information of which or was otherwise known prior to the Buyer has actual, constructive or imputed knowledge and no investigation or enquiry date hereof. 13.03 No claim shall be made by or on behalf of the Buyer shall modify or discharge the Sellers’ liability under the Warranties in any way and the provisions of section 6(2FEI for breach: (i) of the Law covenants in Section 5.02 that the Closing Accounts will be prepared in accordance with Philips Accounting Policies Consistently Applied (the "NOC Financial Covenant"), unless such claim is in repsect of Property (Miscellaneous Provisions) ▇▇▇ ▇▇▇▇ are hereby excluded. 8.3 In so far as the Warranties relate to matters one single matter and it is for an amount in excess of fact, they shall constitute representations in reliance upon which the Buyer has entered into this Agreement. 8.4 Each 5% of the Warranties is a separate representation or warranty asset component of the applicable NOC for the Local Activity transferred and shall not be restricted in its extent or application by the terms (ii) of any of the other Warranties or by any other term of this Agreement. 8.5 Each of the Sellers undertakes with the Buyer that - (a) each of the Warranties shall remain true and accurate on each day up to and including the Completion Date as if any express or implied reference in Schedule 5 to the date provisions of this Agreement were a reference to the Completion Date; and (b) it shall immediately disclose to the Buyer in writing any matter which becomes known to it before Completion and which gives rise, or might give rise, to a unless such claim under the Warranties or which would materially affect the willingness of a prudent purchaser for value to purchase the Shares on the terms of this Agreement. 8.6 If any of the Warranties shall prove to be untrue or misleading, the Sellers shall, without prejudice to any other right or remedy which may be available to the Buyer, pay to the Buyer (or to the relevant member of the Buyer’s Group) on demand - (a) the amount by which the value of the Shares is less than it would have been had such Warranty been true and not misleading; or (b) the amount necessary to put the Company and any member of the Buyer’s Group into the position it would have been in had such Warranty been true and not misleading; together with the amount of all costs and expenses (including legal and other professional fees and expenses, the costs of management time and all other consequential losses whether directly or indirectly arising) incurred directly or indirectly by the Buyer (or any member of the Buyer’s Group) or the Company which it would not have incurred had such Warranty been true and not misleading. 8.7 Each of the Sellers hereby waives any right which it may have in respect of any misrepresentation, inaccuracy or omission one single matter and it is for an amount in or from any information or advice supplied or given excess of EUR 25,000. 13.04 No claim shall be made by any director, officer or employee FEI for breach of the Company for the purpose of assisting the Sellers to give any of the Warranties or other provisions of this Agreement unless the aggregate loss or damage (in respect of one or more matters) exceeds EUR 125,000 in which event a claim in respect of the excess over EUR 25,000 may be made; provided, however that this limitation shall not apply to prepare breaches of the Disclosure LetterNOC Financial Covenant. 13.05 The liability of Philips in respect of the aggregate of all the claims made by FEI for breach of any of the Warranties or other provisions of this Agreement shall not exceed the Purchase Price. 13.06 No claim may be brought by FEI for breach of any of the Warranties or other provisions of this Agreement unless written notice thereof shall have been given to Philips accompanied by reasonable particulars of the claim including the amount of the claim within 15 months of the Principal Closing Date. 13.07 No claim shall be made by FEI for breach of any of the Warranties or other provisions of this Agreement in respect of any matter to the extent that the subject matter of the claim shall be tax deductible, and/or can be recovered in whole or in part by FEI under a policy of insurance 13.08 If any claim for breach of any of the Warranties is based upon a liability of FEI which is contingent only, Philips shall not be liable hereunder to make any payment to FEI unless and until such contingent liability becomes an actual liability and is discharged. 13.09 Where any claim is made by a third party against FEI in relation to which it appears that Philips is or may be liable hereunder and FEI claims indemnification from Philips under this Article 13, FEI shall as soon as practicable give notice thereof to Philips and transfer to Philips' sole control the defense of such claim and FEI shall take such action as Philips may reasonably require to avoid, dispute, resist, appeal against, compromise or defend the claim and any adjudication in respect thereof and FEI shall render to Philips all such assistance as it may reasonably request in relation to such claim including instructing such professional advisers as Philips may nominate to the intent that the conduct of such claim shall be delegated to Philips entirely. 13.10 Where any third party is liable to FEI in relation to any matter which has given rise to a liability on the part of Philips hereunder, FEI shall procure that all reasonable endeavours are used to recover any amounts due from any such third party and shall forthwith upon such recovery reimburse Philips an amount equal to any sum paid by it in respect of such liability subject to a deduction of the net (i.e. out of pocket) expenses incurred by FEI. 13.11 Any sum recovered from Philips pursuant to any claim under the Warranties will be deemed to be a reduction of the Purchase Price and shall be deemed to reduce the amount apportioned to the Asset(s) to which it most closely relates. 13.12 Philips shall not be liable hereunder and no claim or claims shall be made against it in relation to any breach or non-fulfillment of any of the Warranties which occurs as a result of or is otherwise attributable to: - any matter provided for under the terms of this Agreement or carried out in the implementation hereof; - any voluntary act of FEI carried out after the date hereof; - any act, matter or thing done or omitted to be done by or at the written request or with the written approval of FEI; or - any legislation not in force at the date hereof or any change of law or administrative practice which takes effect retroactively.

Warranties. 8.1 4.1 The Sellers represent and warrant Vendors jointly and severally warrant 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 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 4.2 Any information of which the Buyer has actual, constructive or imputed knowledge and no investigation or enquiry made supplied by or on behalf of the Buyer Company or the Subsidiaries to the Vendors or their agents or accountants, solicitors or other advisers in connection with the Warranties, the Disclosure Letter or otherwise in relation to the business and affairs of the Company or the Subsidiaries shall modify not constitute a representation or discharge warranty or guarantee as to the Sellers’ liability under accuracy thereof by the Warranties in Company or any way of the Subsidiaries and the provisions Vendors hereby waive any and all claims which they might otherwise have against the Company or the Subsidiaries or, save in the case of section 6(2) fraud or fraudulent concealment, any of the Law of Property (Miscellaneous Provisions) ▇▇▇ ▇▇▇▇ are hereby excludedtheir respective employees, in respect thereof. 8.3 In so far as the Warranties relate to matters of fact, they shall constitute representations in reliance upon which the Buyer has entered into this Agreement. 8.4 4.3 Each of the Warranties is a shall be construed as an independent and separate representation or warranty and (save as expressly provided to the contrary) shall not be restricted in its extent or application limited by the terms of any of the other Warranties or by any other term of this Agreementagreement (other than this clause 4). 8.5 4.4 The Vendors shall be under no liability under the Warranties in relation to any matter forming the subject matter of a claim thereunder to the extent that the same or circumstances giving rise thereto are fairly disclosed in the Disclosure Letter (save in the case of Warranty 13.22 against which no disclosure shall be made, or be deemed to be made) or expressly provided for or stated to be exceptions under the terms of this agreement. No letter, document or other communication shall be deemed to constitute a disclosure for the purposes of the Warranties unless the same is fairly disclosed in the Disclosure Letter. 4.5 The Purchaser acknowledges that it is not entering into this agreement in reliance upon any representations or warranties other than the Warranties. 4.6 Each of the Sellers undertakes with Vendors shall give to the Buyer that -Purchaser and its representatives after Completion such information as is known to them and documentation as they may have in their possession relating to the Company and its Subsidiaries as the Purchaser shall reasonably require to enable it to satisfy itself as to the accuracy and observance of the Warranties. 4.7 In addition and without prejudice to the indemnification obligations of the Vendors under clause 9.1, the Vendors hereby jointly and severally indemnify and hold harmless the Purchaser and each other member of the PRG Group from and against all claims, liabilities, legal proceedings, costs, damages and expenses (including, without limitation, reasonable legal fees and expenses incurred in litigation or otherwise) of any nature whatsoever sustained by any of them arising out of or otherwise in connection with:- (a) each any breach of any Warranty; or (b) any claim pursuant to the Deed of Indemnity (collectively, with the indemnification obligations of the Warranties Vendors under clause 9.1, the "General Indemnified Claims"). The indemnification obligations set out in this clause 4.7 shall remain true be limited to payments by the Vendors of (i) the amounts necessary to put the Company or the relevant member of the Group into the position, US$ for US$, in which it would have been if there had been no breach of the relevant Warranty and/or no claim pursuant to the Deed of Indemnity and accurate (ii) all costs and expenses (including, without limitation, reasonable legal fees and expenses incurred in litigation, arbitration or otherwise) incurred by the Purchaser (acting reasonably) arising directly out of or directly in connection with such breach of the relevant Warranty or such claim pursuant to the Deed of Indemnity. 4.8 For the avoidance of doubt, the sole remedy of any member of the PRG Group in respect of any General Indemnified Claim shall be to be indemnified pursuant to clause 4.7 of this agreement and no member of the PRG Group shall have any right to claim on each day up any other basis in respect of any General Indemnified Claim. 4.9 The provisions of schedule 7 shall govern the resolution of any dispute, controversy, proceeding or claim of whatever nature arising out of or in any way relating to and including a General Indemnified Claim. 4.10 During the Completion Date as if any express or implied reference in Schedule 5 to period of one year following the date of this Agreement were agreement, the Purchaser shall:- (a) inform the Vendors' Representative in writing promptly of any fact or matter which comes to its notice or the notice of any other member of the PRG Group whereby it appears that the Vendors are or may be liable to make any payment in respect of any General Indemnified Claim or whereby it appears that any member of the PRG Group is likely to become entitled to recover from some other person a reference sum which is referable to a payment already made by the Completion DateVendors in respect of such a General Indemnified Claim; and (b) it shall immediately disclose thereafter keep the Vendors' Representative informed of all material facts and developments in relation thereto as soon as reasonably practicable following any member of the PRG Group becoming aware of the same; and (c) as soon as reasonably practicable provide to the Buyer Vendors' Representative such information and documentation in writing connection therewith as the Vendors' Representative shall reasonably request. 4.11 The Vendors shall be under no liability in respect of any matter which becomes known to it before Completion claim under the Warranties or the Deed of Indemnity unless:- (a) a Claim Notice in respect of the relevant claim in the form prescribed by paragraph 1 of the Dispute Resolution and which gives rise, or might give rise, to Arbitration Procedures in part (A) of schedule 7 (the "Arbitration Procedures") shall have been served on the Vendors' Representative:- (i) in the case of a claim under the Warranties or which would materially affect the willingness Deed of Indemnity where the liability of the Vendors thereunder can be conclusively settled or determined through the audit process, by not later than 5.00 p.m. London time on the date of issuance of the independent auditor's report in respect of the first audited financial statements of the Group or the date of issuance of the independent auditor's report in respect of the first audited financial statements of the Group and the PRG Group combined (in each case after the date hereof), such date expected to be no later than 15 April 2000, but in any event, for the purposes of this clause, by no later than 5.00 p.m. London time on the business day prior to the first anniversary of the date hereof; (ii) in the case of a prudent purchaser for value to purchase claim under the Shares Warranties, other than a claim covered by clause 4.11(a)(i) above, and/or a claim under the Deed of Indemnity, by not later than 5.00 p.m. London time on the business day prior to the first anniversary of the date hereof; and (b) in any case the claim shall have been resolved at the end of each such relevant period specified in clause 4.11 (a) in one of the following ways:- (i) the Vendors' Representative has concurred in the claim asserted by the Claim Notice in the manner prescribed by paragraph 2 of the Arbitration Procedures; or (ii) the Vendors' Representative and the Purchaser have concluded a written agreement setting out the terms upon which the claim asserted by the Claim Notice is finally settled; or (iii) the Arbitrator appointed pursuant to the Arbitration Procedures to resolve the claim which is the subject of this Agreementthe Claim Notice (or, as the case may be, the Dispute (as defined in the Arbitration Procedures)), has made his final award in respect of such claim or Dispute. 8.6 If 4.12 Save in the case of fraud or fraudulent concealment by any of the Warranties shall prove to be untrue or misleadingVendors, the Sellers shallVendors shall be under no liability in respect of any claim under the Warranties other than Warranty 4.7 of schedule 4 (and excluding, without prejudice for the avoidance of doubt, any claim under the Deed of Indemnity):- (a) where the liability of the Vendors in respect of that claim would (but for this paragraph) have been less than US$10,000; and (b) unless and until the liability in respect of that claim when aggregated with the liability of the Vendors in respect of all other claims (other than claims excluded by clause 4.12(a) above) shall exceed US$500,000, whereupon the Vendors shall be liable only for the aggregate amount of such claims in excess of US$250,000; PROVIDED ALWAYS that:- (i) where there is a series of claims arising within the periods stipulated in clause 4.11 from the same or closely related facts or circumstances, such claims shall be aggregated and treated as one claim for the purpose of this clause; and (ii) if in the case of a claim under Warranty 4.7, the Purchaser has not previously consulted with the Vendors' Representative prior to settling any such claim with a third party, the limitations in paragraphs (a) and (b) above shall apply. 4.13 Save in the case of fraud or fraudulent concealment by any of the Vendors, and notwithstanding their joint and several liability hereunder:- (a) the aggregate liability of the Vendors in respect of all General Indemnified Claims shall not in any circumstances exceed an amount in US$ equal to 50 per cent. of the total value of the Consideration Shares as at the Completion Date (valued at the average closing sale price per Consideration Share (as reported in The Wall Street Journal) for the thirty trading days ending two trading days prior to the Completion Date (such valuation per share being the "Consideration Share Value")); and (b) the aggregate liability of each Vendor individually in respect of all General Indemnified Claims shall be limited to an amount in US$ equal to 50 per cent. of the Consideration Share Value of the Consideration Shares received by that Vendor pursuant to this agreement. 4.14 The Purchaser shall have the right to set-off against the Escrow Shares in accordance with the Indemnity Escrow and Stock Pledge Agreement any amounts payable by the Vendors to the Purchaser pursuant to this agreement. The right of set-off shall not be exclusive of any other right or remedy which the Purchaser may be available have with respect to any amounts payable by the Vendors to the BuyerPurchaser pursuant to this agreement, pay to whether under this agreement, at law or in equity. 4.15 Any General Indemnified Claim shall be dealt with in the Buyer (or to following manner during the relevant member term of the Buyer’s Group) on demand -Indemnity Escrow and Share Pledge Agreement:- (a) Escrow Shares held in the amount by which Escrow Fund to satisfy General Indemnified Claims (the "General Indemnity Shares") may only be used to satisfy such claims and no other claims; (b) if and to the extent that the Escrow Fund contains only Escrow Shares and the General Indemnified Claim can be fully satisfied from the value of the Escrow Shares is less than it (valued for the purposes of determining the number of such Escrow Shares to be transferred to the Purchaser in satisfaction of such claim at the Closing Price (such valuation per Escrow Share being the "Escrow Share Value")), then such claim shall be satisfied in Escrow Shares at the Escrow Share Value and in accordance with the procedure set out in clause 4.16 below; (c) if and to the extent that the Escrow Fund contains partly Escrow Shares and partly cash proceeds from the prior sale of Escrow Shares by any of the Vendors (in accordance with the Indemnity Escrow and Stock Pledge Agreement) and the General Indemnified Claim can be fully satisfied from the value of the Escrow Shares and the amount of the Escrow Share Cash Equivalent (for these purposes "Escrow Share Cash Equivalent" meaning the amount of the cash proceeds that would have been received by the relevant Vendor had the Escrow Shares sold been valued at the Escrow Share Value); then such Warranty been true claim shall be fully satisfied pro rata in Escrow Shares and not misleadingcash (by reference to the number of Escrow Shares and the amount of cash held in the Escrow Fund and valued at the Escrow Share Value and the value of the Escrow Share Cash Equivalent respectively) and in accordance with the procedure set out in clause 4.16 below; (d) if and to the extent that the Escrow Fund contains only cash proceeds from the prior sale of Escrow Shares by any of the Vendors (in accordance with the Indemnity Escrow and Stock Pledge Agreement) and the General Indemnified Claim can be fully satisfied from the amount of the Escrow Share Cash Equivalent, then such claim shall be fully satisfied in cash valued at the Escrow Share Cash Equivalent and in accordance with the procedure set out in clause 4.16 below; (e) if and to the extent that the General Indemnified Claim exceeds the value of the Escrow Fund (being the aggregate value of the Escrow Shares valued at the Escrow Share Value and/or cash proceeds from the prior sale of Escrow Shares by any of the Vendors (in accordance with the Indemnity Escrow and Stock Pledge Agreement) valued at the Escrow Share Cash Equivalent (as the case may be)), then the claim shall be partly satisfied from the Escrow Fund and the Purchaser shall have the general right to bring legal proceedings against the Vendors for any such excess (the "Escrow Excess") provided always that if any Vendor holds any Consideration Shares at the time any such proceedings are settled or finally determined (pursuant to the procedures set out in clause 18 and schedule 7 of this agreement or by a court of competent jurisdiction), the Purchaser shall first recover from such Vendor such number of Consideration Shares as shall equal (as nearly as may be) the amount of that Vendor's proportionate share of the Escrow Excess (the Consideration Shares being valued for these purposes at the Escrow Share Value). (a) PRG may serve a Disbursement Instruction (as defined in clause 4.1 of the Indemnity Escrow and Stock Pledge Agreement) on the Escrow Agent provided that a Determination of Claim (as defined in clause 4.16(b) below) has occurred in no event later than the first anniversary of the date of this agreement. A copy of any Disbursement Instruction shall be sent concurrently to the Vendors' Representative. (b) A "Determination of Claim" shall be the earliest to occur of the following after the Vendors' Representative receives a Claim Notice from the Purchaser pursuant to paragraph (A)1 of schedule 7: (i) delivery by the Vendors' Representative of an Acceptance Notice to the Purchaser pursuant to paragraph (A)2(2) of schedule 7 concurring in the claim asserted by the Claim Notice; (ii) 15 business days after receipt by the Vendors' Representative of the Claim Notice, unless the Vendors' Representative shall have given to the Purchaser and the Escrow Agent a Notice of Dispute as defined in and pursuant to paragraph (A)2(1) of schedule 7 that he disputes the claim asserted by the Claim Notice; or (biii) in the amount necessary event that the Vendors' Representative has given to put the Purchaser a Notice of Dispute, then upon the date of: (A) a joint written notice signed by the Purchaser and the Vendors' Representative stating that such dispute has been resolved in one of the ways set out in clause 4.11(b) of this agreement; (B) a binding and final arbitration award made pursuant to part (B) of schedule 7 (certified as such by the Purchaser's Solicitors); or (C) a final judgement, order or decree of a court of competent jurisdiction. (c) Any Escrow Shares or Escrow Share Cash Equivalent distributed to PRG hereunder shall be distributed without regard to the proportion of the total number of Escrow Shares originally deposited with the Escrow Agent in respect of any Vendor or to whether or not the basis for any claims was related to a particular Vendor. 4.17 The Vendors shall not be liable for any claim under the Warranties other than those Warranties set out in paragraph 13 of schedule 4 (the "Tax Warranties") (for the purposes of this clause 4.17, a "Claim"):- (a) if and to the extent to which the Claim would not have arisen but for, or to the extent the Claim is increased directly as a result of:- (i) any voluntary act or omission of the Company and or any member of Subsidiary or 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 (Purchaser or any member of the Buyer’s Group) or the Company PRG Group after Completion which it would not have incurred had such Warranty been true and not misleading. 8.7 Each member of the Sellers hereby waives any right which it may PRG Group knew, or ought reasonably to have in respect of any misrepresentationknown, inaccuracy would give rise to such a liability otherwise than a voluntary act or omission in or from any information or advice supplied or given by any director, officer or employee of the Company for occurring in the purpose ordinary course of assisting the Sellers to give any business of the Warranties Company as carried on at the date hereof; or (ii) any act, matter or thing done or omitted to prepare be done prior to Completion by, or at the Disclosure Letter.written request of or with the written approval of, the Purchaser or its advisers; (b) if the Claim is based upon a liability which is contingent only unless and until such contingent liability becomes an actual liability and is due and payable; (c) to the extent that specific provision

Warranties. 8.1 The Sellers represent 8x8 represents and warrant jointly and severally to the Buyer in the terms set out in Schedule 5 and each party acknowledges warrants 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 as 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 Effective date of this Agreement were agreement it has received no notice that H.324 Technology and Technical Information infringes any patent, copyright, trade secret or other intellectual property right (collectively Intellectual Property Rights) of any third party. 8x8 will immediately advise KME of any such notice received by 8x8 in the future as it applies to H.324 Technology (or LVP/VCP Technology if KME elects to manufacture it), whether current versions of H.324 Technology or later enhanced versions, and whether the enhancement was done by 8x8 or KME; likewise KME will notify 8x8 of any notice KME receives where there is a reference claim that applies to H.324 Technology (or LVP/VCP if KME elect to manufacture it), whether current versions of H.324 Technology or later enhanced versions, and whether the enhancement was done by 8x8 or KME. Each party bears the risk that some party claims or sues it with respect to alleged infringement of Intellectual Property Rights of others; provided that the other party will cooperate in such litigation to the Completion Date; and (b) extent it shall immediately disclose to the Buyer can be helpful in writing any matter which becomes known to it before Completion and which gives risedefending against such claims of other third parties. EITHER PARTY MAKES NO WARRANTIES EXPRESSED OR IMPLIED AS TO THE QUALITY, or might give risePATENTS OR COPYRIGHTS OF ANYTHING DELIVERED HEREUNDER AND ENHANCEMENT, 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 AgreementEXCEPT AS SPECIFIED IN THIS AGREEMENT. EITHER PARTY MAKES NO INDEMNITY IN THE EVENT THAT THE OTHER PARTY IS SUED FOR ANYTHING RELATED TO THE H.324 TECHNOLOGY OR LVP/VCP TECHNOLOGY OR ENHANCEMENT HEREUNDER EXCEPT AS SPECIFIED IN THIS AGREEMENT, BUT EITHER PARTY WILL COOPERATE IN THE EVENT OF SUCH LITIGATION TO ASSIST THE OTHER PARTY TO DEFEND SUCH LITIGATION. 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 Warrantors hereby jointly and severally warrant and represent to and undertake with the Buyer Purchaser and its successors in title in relation to each of the Group Companies 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 SIXTH SCHEDULE subject only to matters fully, any exceptions fairly and accurately disclosed in sufficient detail the Disclosure Letter, and in the documents annexed thereto. No document or matter or information shall be deemed to enable have been disclosed to the Buyer Purchaser except to understand their nature the extent that it is either accurately and scope fairly set out in or (in the case of a document) annexed to the Disclosure Letter. The Vendors acknowledge that the Purchaser has entered into this Agreement on the basis of and in reliance upon the Warranties. The Warranties shall be separate and independent and shall not be limited by reference to any other paragraph of the SIXTH SCHEDULE or by anything in this Agreement. Liability under any Warranty shall not be confined to breaches discovered before Completion nor in any way be modified or discharged by Completion. Reference in the Warranties to "the Company" shall include each company in the Group. 5.2 The Warrantors jointly and severally warrant that all information relating to the Group Companies (or any of them) which is known to the Vendors or would on reasonable enquiry be known to the Vendors and as to the business affairs, assets and liabilities of each of the Group Companies has been disclosed in the Disclosure Letter to the Purchaser. 5.3 Save in the case of fraud or wilful concealment, the Vendors hereby irrevocably undertake (‘Disclosed’in the event of any claim being made against them (or any of them) but no other information of which in connection with the Buyer has actual, constructive or imputed knowledge and no investigation or enquiry made by or on behalf sale of the Buyer shall modify or discharge Shares to the Sellers’ liability under the Warranties in Purchaser) not to make any way and the provisions of section 6(2) claim against any of the Law of Property (Miscellaneous Provisions) ▇▇▇ ▇▇▇▇ are hereby excluded. 8.3 In so far as the Warranties relate to matters of factGroup Companies, 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 against any director or application by the terms employee of any of the other Warranties or by such companies on whom they may have relied before agreeing to any other term of this Agreement. 8.5 Each of Agreement or authorising any statement in the Sellers undertakes Disclosure Letter, and the Vendors agree with the Buyer that - Purchaser (aas trustee for the Company) each of to waive any rights 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 Vendors may have in respect of any misrepresentation, misrepresentation inaccuracy or omission in or from any information or advice supplied or given by any director, officer or employee of the Company Group Companies or their respective directors or employees for the purpose purposes of assisting or in connection with the Sellers giving of the Warranties and the preparation of the Disclosure Letter. None of the information supplied by any of the Group Companies or their professional advisers prior to the date of this Agreement to the Vendors or their agents, representatives or advisers in connection with the Warranties or the contents of the Disclosure Letter or otherwise in relation to the business or affairs of any of the Group Companies shall be deemed a representation warranty or guarantee of its accuracy by any of the Group Companies or any of their employees to the Vendors and accordingly the Vendors waive any claim against any of the Group Companies or their employees which they might otherwise have in respect of it. 5.4 Notwithstanding the provisions of Clause 5.1:- A. The Warrantors shall not be liable in respect of any breach of the Warranties if and to the extent that the loss occasioned thereby has been recovered under the Deed of Indemnity or the Environmental Indemnity; B. The liability of the Warrantors pursuant to the General Warranties (save the Tax Warranties) shall expire on the third anniversary of Completion save as regards any alleged breach of any of the Warranties in respect of which notice in writing (containing such details of the event or circumstance giving rise to such claim as are available to the Purchaser and an estimate (if capable of preparation by the Purchaser) of the total amount of the Warrantors' liability therefor) shall have been served on the Warrantors (or any of them) prior to that date PROVIDED ALWAYS that there shall be no such time limit insofar as any claim relates to or is delayed as a result of fraud, wilful misconduct, dishonesty or wilful concealment or where any claim relates to title to the Shares or the right of the Vendors to sell the Shares free from all encumbrances of any kind C. The liability of the Warrantors pursuant to the Tax Warranties shall expire on the seventh anniversary of Completion save as regards any claim for breach of any of the Tax Warranties in respect of which notice in writing (containing such details of the event or circumstance giving rise to such claim as are available to the Purchaser and an estimate (if capable of preparation by the Purchaser) of the total amount of the Warrantors' liability therefor) shall have been served on the Warrantors (or any of them) prior to that date PROVIDED ALWAYS that there shall be no such time limit insofar as any claim relates to or which arose as a consequence of or is delayed as a result of fraud, wilful misconduct, dishonesty or wilful concealment. D. Any claim in respect of which notice shall have been given in accordance with sub-clause 5.4 B and/or sub-Clause 5.4 C shall, if it has not been previously satisfied, settled or withdrawn be deemed to have been irrevocably withdrawn and lapsed unless proceedings in respect of such claim have been issued and served on the Vendors (or any of them) or their process agent Messrs ▇▇▇▇▇▇ ▇▇▇, Solicitors, not later than the expiry of the period of 12 (twelve) months from and including the date of such notice. E. The Warrantors shall not be liable under the Warranties in respect of any claim:- (i) unless the aggregate amount of all claims for which the Warrantors would otherwise be liable under this Agreement and the Deed of Indemnity and the Environmental Indemnity exceeds euro 100,000 but if liability exceeds that figure then all claims including claims previously notified, shall accrue against and be recoverable in full from one euro upwards from the Warrantors PROVIDED THAT in the case of any claim relating to the Vendors' title to or the status or validity of the Shares or any claim which arose as a consequence of or is delayed as a result of fraud, wilful misconduct, dishonesty or wilful concealment the liability of the Warrantors shall be without limitation; or (ii) to the extent that the aggregate amount of the liability of the Warrantors for all claims made under the Warranties and the Deed of Indemnity and Environmental Indemnity would thereby exceed euro 27,000,000 or such lesser figure as may actually have been paid hereunder by the Purchaser as a result of the operation of the provisions of Section 3.2 but without prejudice to the Purchaser's rights to recover all sums up to and including euro 27,000,000 (or such lesser figure as may actually have been paid hereunder by the Purchaser as a result of the operation of the provisions of Section 3.2) PROVIDED ALWAYS THAT in the case of any claim relating to the Vendors' title to or the status and validity of the Shares or any claim which arose as a consequence of or is delayed as a result of fraud, wilful misconduct, dishonesty or wilful concealment the liability of the Warrantors shall be without limitation; or (iii) to the extent that such liability arises solely by reason of an increase in the rate of Taxation after Completion; or (iv) to the extent that a specific provision or reserve in respect of the liability was made in the Accounts or in the Completion Accounts provided that this exemption may be used only once in respect of a specific provision or reserve; or (v) to the extent that such liability is in respect of tax and which tax is attributable to income or profits of the Group Companies in respect of the period between the Relevant Date and Completion and for which any of the Group Companies is primarily liable and which arose in the ordinary course of business of the Group Companies between the Relevant Date and Completion; or (vi) to the extent that such liability arises due to a breach of any new legislation not in force at the date hereof; or (vii) to the extent that and only to the extent that the Purchaser or any of the Group Companies is entitled to recover and has recovered any loss or damage suffered by the Purchaser or any of the Group Companies arising out of such claim under the terms of any insurance policy for the time being in force but provided always that nothing in this sub-section shall prevent the Purchaser from being able to claim any amount from the Warrantors which is not recoverable under such insurance policies plus any tax and costs reasonably and properly incurred in such recovery; (viii) to the extent that such claim would not have arisen but for a voluntary transaction, act or omission effected by the Purchaser or the Company at any time after Completion which the Purchaser knew or ought reasonably to have known would give rise to the claim other than any such transaction, act or omission: (a) carried out in the ordinary course of business; or (b) carried out under a binding commitment (whether legally binding or not) created before Completion; or (c) carried out as a result of a request (not initiated by or on behalf of the Purchaser) by a regulatory authority (including without limitation the Revenue Commissioners) to comply with any law or any statute or carried out in order to comply with any law; or (d) carried out with the knowledge of the Vendors (or any of them); (ix) to the extent that such claim would not have arisen but for the winding up of, or the cessation of, or any material change in the nature or conduct of, any trade carried on by the Company where the Purchaser knew or ought reasonably to have known such change or cessation or winding up would create such liability being a winding up, cessation or change occurring on or after Completion but excluding a winding up, cessation or change resulting directly from a claim under the Warranties or the Deed of Indemnity or the Environmental Indemnity; (x) to the extent that any income, profits or gains (after payment of any tax thereon) to which that claim is directly attributable were accrued or earned or actually received by the Company and are available to the Company at Completion and are not provided for in the Accounts or in the Completion Accounts and continue to be available to the Company at the time of the claim but provided that any such income profit or gains is net of any tax payable by the Company or any Group Company thereon; (xi) to the extent that such claim is or could be off-set, reduced, or otherwise relieved by any tax relief which is available to the Company at Completion and which has not been previously identified in the Accounts or the Completion Accounts and which has not been withdrawn or clawed back and which is and will continue to be available to the Company; (xii) to the extent that (and only at the date when) any Taxation for which a Group Company is actually assessed is actually reduced or extinguished (and is not and cannot be clawed back or reclaimed by any taxation authority or other authority in which case no allowance or credit will be given to the Warrantors under this clause or any credit given to the Warrantors shall be disallowed) as a result of any such claim or liability and after deducting the costs and any additional Taxation incurred or suffered by a Group Company as a consequence of claiming such reduction or extinguishment but provided that claiming any such reduction or extinguishment will not prejudice the Purchaser or the Group Companies tax affairs or tax planning; or (xiii) to the extent that the claim is attributable (in whole or in part and if in part to the extent thereof) to, or is increased as a direct result of, a change made after the date of Completion in the accounting policies or the length of any accounting period for taxation purposes of the Purchaser or the Group Company; or (xiv) If and to the extent that such claim occurs or is increased as a result of any change in legislation after the date of this Agreement or the withdrawal after the date of this Agreement of any published concession or published general practice previously made by the Revenue Commissioners or any other Taxation Authority (within Ireland) but for the avoidance of doubt the foregoing exclusion shall not extend to the Revenue Commissioners ruling of the 20 August, 1996 or the Company's entitlement to manufacturing relief prior to Completion or post Completion with retrospective effect to periods prior to Completion; (xv) to the extent that such liability arises by reason of the voluntary withdrawal post Completion of any claim, election, surrender or disclaimer made or notice given by the Company prior to the date hereof where the Purchaser knew or ought reasonably to have known that such withdrawal of any such claim, election, surrender or disclaimer would give rise to such claim; 5.5 To the extent that the same subject matter is dealt with by more than one of the Warranties and a payment is made by the Warrantors (or any of them) to the Purchaser as a result of a claim by the Purchaser based on any one or more of the Warranties such payment shall preclude a further claim by the Purchaser in respect of the same subject matter and the same loss or damage based on another of the Warranties. 5.6 The amount of any successful claim against the Vendors under this Agreement or the Deed of Indemnity or the Environmental Indemnity shall be deemed to constitute a reduction in the Consideration. 5.7 The rights and remedies of the Purchaser in respect of a breach of any of the Warranties and the Deed of Indemnity and the Environmental Indemnity shall not be affected: A. by the sale and purchase of the Shares; or B. by any event or matter whatsoever save a specific and duly authorised written waiver and release by the Purchaser; or C. by any investigation, audit, inquiry or examination made by or on behalf of the Purchaser or the Guarantor at any time whether before or after the date of this Agreement; and no single or partial exercise of any right or remedy shall preclude any further or other exercise. 5.8 All sums payable by the Warrantors to the Purchaser under this Agreement shall be paid free and clear of all deductions or withholdings whatsoever save only as may be required by law. If any such deductions or withholdings are required by law the Warrantors shall be obliged to pay to the Purchaser such sums as will after such deduction or withholding has been made leave the Purchaser with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding. In the event of any sum as deducted or withheld being recovered in whole or in part by the Purchaser then the Purchaser shall pay the amount recovered (less any costs incurred in such recovery and taxation thereon) over to the Vendors when received up to the amount so deducted or withheld. 5.9 For the purposes of the SIXTH SCHEDULE hereof all references to the Company shall mean and include where the context so admits or requires:- (a) each Subsidiary; and (b) the Company and its Subsidiaries. and is without prejudice to the definition of Group Companies. 5.10 The Purchaser warrants to the Vendors that at the date hereof it is not actually aware of any matter giving rise to a claim under the Warranties, the information or details of which the Purchaser has not made available to the Vendors (or some of them) or their advisers or brought to the attention of the Vendors (or some of them) or their advisers. 5.11 No breach or breaches of any of the Warranties or any covenant or undertaking contained in this Agreement or under the Deed of Indemnity or the Environmental Indemnity shall give rise to prepare any right on the Disclosure Letterpart of the Purchaser to rescind this Agreement after Completion but this shall not prejudice the right of the Purchaser to claim for any loss or damages and shall not prejudice the Purchaser or the Group Companies (or any of their) rights or limit their rights under this Agreement or the Deed of Indemnity or the Environmental Indemnity. 5.12 Where the Purchaser or the Company has a claim against a third party (including without limitation any taxation authority) in relation to any matter which has given rise to a claim in respect of a Warranty under this Agreement and in respect of which the Vendors have paid and discharged in full their liability therefor to the Purchaser, then subject as hereinafter pr

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 The Sellers represent and warrant jointly and severally Seller warrants to the Buyer Purchaser that: (a) each of the Fundamental Warranties is true and accurate in all respects as at Completion; and (b) each of the terms set out Business Warranties and Tax Warranties is true and accurate in Schedule 5 all respects as at Completion, save as Disclosed. Each Guarantor severally warrants to the Purchaser that each of its Guarantor Warranties is true and accurate in all respect as at Completion. 9.2 The Seller and each party Guarantor acknowledges that the terms Purchaser has entered into this Agreement and the Call Option Agreement in reliance upon the Warranties; provided that, for the avoidance of doubt, the measure of damages in respect of any breach of warranty shall be contractual rather than tortious. Save as expressly otherwise provided herein, each of the Warranties shall be construed as a separate and independent warranty and shall not be limited by reference to any other Warranty or by anything else in this Agreement. 9.3 The Warranties shall be qualified by, and subject to, the limitations and the other provisions of Schedule 5 and this clause 8 are in 6 to the circumstances fair and reasonableextent applicable. 8.2 9.4 The rights and remedies of the Purchaser 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 Purchaser into the Sellers’ affairs of any Group Company, but subject in all cases to the applicable limitations of liability under contained in Schedule 6 of this Agreement. 9.5 Where any of the Warranties are qualified by the expression “so far as the Seller is aware”, “to the Seller’s knowledge, information and belief, “known to the Seller” or anything similar, such Warranties shall be deemed to be given to the actual knowledge of the Seller and each of the Guarantors after making due and careful enquiry of the Seller, the Guarantors and such of the Guarantors’ direct reports who would reasonably be expected to have knowledge of the subject matter of such Warranty, and none of the Seller or any of the Guarantors shall be imputed to have the knowledge of any other person. 9.6 Where any information or documents have been supplied by or on behalf of any Group Company or any employee, director or officer of any Group Company to the Seller, the Guarantors or any advisors of the Seller or any of the Guarantors in connection with the Warranties or any way and disclosures in the Disclosure Letter, the provisions of section 6(2) such information or documents shall not constitute a warranty, representation or guarantee as to the accuracy of the Law information or documents from the Group Company or employee, director or officer concerned to the Seller or any of Property the Guarantors and the Seller and each of the Guarantors hereby irrevocably and unconditionally undertakes to waive any and all Claims which it might otherwise have against the Group Company or employee, director or officer concerned in connection with the supply of such information or documents provided that nothing in this Clause shall operate to limit or exclude any liability for fraud. 9.7 Notwithstanding any other provision of this Agreement, the Warranties or any other obligation or liability incurred pursuant to this Agreement given or incurred by the Seller or a Guarantor shall not be, or be capable of being, qualified, limited or discharged by the Disclosure Letter, Schedule 6 or any other provision of this Agreement insofar as and only to the extent there has been any fraud or any deliberate concealment of any facts, matters or circumstances on the part of the Seller or that Guarantor or other person acting on their behalf in relation to any facts, matters or circumstances giving rise to any Warranty Claim or claim by the Purchaser against the Seller or any or all of the Guarantors in respect of a breach of any such obligation or in respect of such liability. 9.8 The Warranties (Miscellaneous Provisionsother than the Fundamental Warranties and Guarantor Warranties) are given subject to matters which have been Disclosed but no other information relating to the Group Companies of which the Purchaser or any of its Representatives has knowledge (actual, constructive, implied or imputed) or which could have been discovered (whether by investigation made by the Purchaser or made on its behalf) shall prejudice any Warranty Claim or other claim which may be made by the Purchaser under this Agreement or any of the other Transaction Documents or operate to reduce any amount recoverable. 9.9 Each of the Warranties shall (unless the context otherwise requires) apply in relation to the Company each other Group Company as if each reference in such Warranties or any defined term used in such Warranties to the “Company” included an additional reference to each of the other Group Companies. 9.10 The Seller agrees that where a claim is made under the W&I Policy and liability is accepted by the Insurers (resulting in either a payment under the W&I Policy or an erosion of any retention under the W&I Policy), such acceptance shall bind the Seller to accept liability in respect of a Covered Warranty Claim made in respect of the same matter, but without prejudice to any limit on the liability of the Seller set out in Schedule 6. 9.11 The Business Warranties, Tax Warranties and Fundamental Warranties (together with any other warranties given by the Seller under this Agreement) constitute all of the warranties made by the Seller and the Guarantor Warranties (together with any other warranties gives by the Guarantors under this Agreement) constitute all of the warranties made by the Guarantors, in each case in reliance upon which the Purchaser entered into this Agreement the Call Option and the transactions contemplated hereby. Without limiting the generality of the foregoing, neither the Seller nor any Guarantor gives any warranty to the Purchaser as to the accuracy of any forward looking forecasts, estimates, projections, budgets or management analyses provided to the Purchaser or the Purchaser’s Group or any of their directors, officers, employees, agents or advisers on or prior to the Completion Date, including in any presentation materials and the documents provided in the Data Room (including the legal due diligence questionnaire and responses or other reports) or in any teaser or information memorandum as part of any discussions with the Seller, its directors, officers, employees, agents or advisors, or as to the profitability and financial performance of the Group after Completion (Forward Looking Statements). 9.12 The Purchaser warrants to the Seller as at Completion as follows: 9.12.1 the Purchaser is validly incorporated, in existence and duly registered under the laws of its jurisdiction and has full power to conduct its business as conducted at the date of this Agreement; 9.12.2 the Purchaser has obtained all corporate authorisations required to empower it to enter into and perform its obligations under this Agreement and any other Transaction Document to which it is (or is proposed to be) a party; 9.12.3 this Agreement and the Transaction Documents to be entered into by the Purchaser will, when executed, constitute valid and binding obligations of the Purchaser; 9.12.4 no consent, waiver, approval, order or authorization of any court, governmental agency or regulatory body is required by or with respect to Purchaser in connection with the execution and delivery of this Agreement or any other Transaction Document to which the Purchaser is a party or the consummation of the transactions contemplated hereby or thereby, other than as may be required under applicable securities laws; 9.12.5 upon Completion and issuance to the Seller, the Consideration Shares shall be duly authorized, validly issued, fully paid and nonassessable, and will be free of any Encumbrances other than pursuant to applicable securities laws; 9.12.6 the Purchaser has filed or furnished, as applicable, forms, statements, reports and schedules required to be filed or furnished (as applicable) by it with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the Exchange Act), or the Securities Act since 31 December 2018 (collectively, the Purchaser Reports). Each of the Purchaser Reports, at the time of its filing or being furnished, and if amended or supplemented, at the time of the last such amendment or supplement, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and any rules and regulations of the SEC promulgated thereunder applicable to the Purchaser Reports. As of their respective dates (except to the extent superseded or amended by a subsequent filing with the SEC prior to the date of this Agreement), the Purchaser Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading; and 9.12.7 each of the consolidated balance sheets included in or incorporated by reference into the Purchaser Reports filed with the SEC under the Exchange Act fairly presents in all material respects the consolidated financial position of the Purchaser and its consolidated subsidiaries as of its date and each of the consolidated statements of income, changes in shareholders’ equity (deficit) and cash flows included in or incorporated by reference into Purchaser Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings (loss) and changes in financial position, as the case may be, of such companies for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case in accordance with US GAAP consistently applied during the periods involved, except as may be noted therein, and in compliance as to form, as of their respective dates of filing with the SEC, in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC. 9.12.8 Save for any matter Disclosed, it is not at Completion actually aware of any fact, matter or circumstance existing at Completion which it is aware entitles it to bring a Warranty Claim following Completion upon the terms of this Agreement and nor is it formulating any such Warranty Claim and, for the purposes of this Clause 9.12.8, the awareness of the Purchaser shall be deemed to be and shall be limited to the actual awareness of ▇▇▇ ▇▇▇▇▇▇▇, Seb ▇▇▇▇▇▇▇ are hereby excludedand ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ only. 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 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 4.1 Each of the Sellers undertakes with warrants to the Buyer that - (a) each of the Warranties shall remain set out in this Clause 4 is true and accurate on each day up to and including the Completion Date as if any express or implied reference in Schedule 5 to not misleading at the date of this Agreement were a reference to the Completion Date; and (b) it shall immediately disclose to the Buyer in writing any matter which becomes known to it before Completion and which gives rise, or might give rise, to a claim under the Warranties or which would materially affect the willingness of a prudent purchaser for value to purchase the Shares on the terms of this Agreement. 8.6 If any of the Warranties shall prove to be untrue or misleading, the Sellers shall, without prejudice to any other right or remedy which may be available to the Buyer, pay to the Buyer (or to the relevant member of the Buyer’s Group) on demand -agreement: (a) the amount by which the value Sale Shares constitute 57.5% in aggregate of the Shares is less than it would have been had such Warranty been true allotted and not misleading; orissued share capital of the Company and are fully paid; (b) the amount necessary to put Sellers are the sole legal and beneficial owners of the Sale Shares free from Encumbrances; (c) the Company or a Subsidiary is the sole legal and any member beneficial owner of the Buyer’s Group into allotted and issued share capital of each of the position Subsidiaries free from Encumbrances as set out in Schedule 2; (d) the Sellers have the requisite power and authority to enter and perform this agreement and the documents referred to in it would have been in had such Warranty been true (to which they are a party), and not misleading; together with the amount of all costs and expenses (including they constitute valid, legal and other professional fees binding obligations on the Sellers with their respective terms; (e) the Company does not have any interest in any subsidiaries apart from the Subsidiaries; (f) the Sale Shares and expenses, the costs issued shares of management time the Subsidiaries are free from all Encumbrances and all other consequential losses whether directly there is no agreement or indirectly arisingcommitment given to create an Encumbrance affecting the Sale Shares or the issued shares of the Subsidiaries; (g) incurred directly or indirectly by no right has been granted to any person to require the Buyer (Company or any member of the Buyer’s Group) or the Company which it would not have incurred had such Warranty Subsidiaries to issue any share capital and no Encumbrance has been true created and not misleading. 8.7 Each of the Sellers hereby waives any right which it may have no commitment has been given to create an Encumbrance in respect favour of any misrepresentation, inaccuracy person affecting any unissued shares or omission in debentures or from any information or advice supplied or given by any director, officer or employee other unissued securities of the Company for the purpose of assisting the Sellers to give or any of the Warranties Subsidiaries; (h) neither the Company nor the Subsidiaries are insolvent; and (i) the Company or the Subsidiaries are the legal and beneficial owners of the Mining Assets free and clear of any Encumbrances and neither the Company nor the Subsidiaries nor any person acting on their behalf has agreed (whether now or in the future and whether on a contingent basis or otherwise) to prepare the Disclosure Lettercreate any Encumbrance.

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

Warranties. 8.1 The Sellers represent and warrant jointly and severally to the Buyer in the terms set out in Schedule 5 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 Each Debtor warrants that: (‘Disclosed’i) but no financing statement (other information of than any which the Buyer has actual, constructive or imputed knowledge and no investigation or enquiry made by or may have been filed on behalf of the Buyer shall modify Administrative Agent or discharge the Sellers’ liability under the Warranties in any way and the provisions of section 6(2connection with Permitted Liens (as defined below)) 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 covering any of the Collateral is on file in any public office; (ii) such Debtor is and will be the lawful owner of all Collateral, free of all liens and claims whatsoever, other Warranties than the security interest hereunder and liens and claims expressly permitted by the Credit Agreement ("PERMITTED LIENS"), with full power and authority to execute this Agreement and perform such Debtor's obligations hereunder, and to subject the Collateral to the security interest hereunder; (iii) all information with respect to Collateral and Account Debtors set forth in any schedule, certificate or other writing at any time heretofore or hereafter furnished by such Debtor to the Administrative Agent or any Bank and all other written information heretofore or hereafter furnished by such Debtor to the Administrative Agent or any Bank in connection with the Credit Agreement will be true and correct in all material respects as of the date furnished; (iv) such Debtor's true legal name as registered in the jurisdiction in which such Debtor is organized or incorporated, jurisdiction of organization or incorporation, federal employer identification number, organizational identification number, if any, as designated by the state of its organization or incorporation, chief executive office and principal place of business are as set forth on SCHEDULE I hereto; (v) each other location where such Debtor maintains a place of business or has any Goods is set forth on SCHEDULE II hereto; (vi) except as disclosed on SCHEDULE III, such Debtor is not now known and during the five years preceding the date hereof has not previously been known by any other term of this Agreement. 8.5 Each of trade name; (vii) except as disclosed on SCHEDULE III, during 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 five years preceding the date hereof such Debtor has not been known by any legal name different from the one set forth on the signature page of this Agreement were nor has such Debtor been the subject of any merger or other corporate reorganization; and (viii) SCHEDULE IV hereto contains 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 complete listing 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 such Debtor's Intellectual Property which has been registered under any member of the Buyer’s Group) or the Company which it would not have incurred had such Warranty been true and not misleadingregistration statute. 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 Buyer, with regard to themselves and each party acknowledges their Shares only that the terms of Schedule 5 and this clause 8 are in the circumstances fair and reasonable. 8.2 The Warranties are given subject to matters fully, fairly and accurately disclosed in sufficient detail to enable the Buyer to understand their nature and scope in the Disclosure Letter (‘Disclosed’) but no other information of which the Buyer has actual, constructive or imputed knowledge and no investigation or enquiry made by or on behalf of the Buyer shall modify or discharge the Sellers’ liability under the Warranties in any way and the provisions of section 6(2) of the Law of Property (Miscellaneous Provisions) ▇▇▇ ▇▇▇▇ are hereby excluded. 8.3 In so far as the Warranties relate to matters of fact, they shall constitute representations in reliance upon which the Buyer has entered into this Agreement. 8.4 Each of the Warranties is a separate representation or warranty and shall not be restricted in its extent or application by the terms of any of the other Warranties or by any other term of this Agreement. 8.5 Each of the Sellers undertakes with the Buyer that - (a) each of the Title and Capacity Warranties will be true, accurate and not misleading throughout the period beginning on the signing of this Agreement and ending at Completion (or any earlier time at which this Agreement terminates). For this purpose, each of the Title and Capacity Warranties shall remain true and accurate be deemed to be repeated on each day up of the period beginning on the signing of this Agreement and ending at Completion (or any earlier time at which this Agreement terminates) by reference to the facts and including the Completion Date as if any express or implied circumstances then subsisting. Any reference in Schedule 5 made to the date of this Agreement were agreement (whether express or implied) in relation to any Title and Capacity Warranty shall be construed, in connection with the repetition of the Warranties, as a reference to the Completion Date; anddate of such repetition. (b) it shall immediately disclose 8.2 Save as disclosed in the Disclosure Documents, the Warrantors warrant to the Buyer that the terms of the Warranties other than the Title and Capacity Warranties are true, accurate and not misleading. 8.3 A matter shall be regarded as disclosed in writing the Disclosure Documents for the purposes of this Agreement if it is fairly disclosed in the Disclosure Documents in sufficient detail to reasonably identify the nature and scope of the matter disclosed. 8.4 For the purposes of this Agreement, the inclusion or omission of any matter which becomes known or document in the Disclosure Documents shall not imply any warranty, representation or undertaking not expressly given in this Agreement, nor shall such inclusion or omission be taken as extending the scope of the Warranties. 8.5 None of the Sellers and the Warrantors shall be liable in respect of any Warranty Claim or any Tax Warranty Claim to it the extent that the matter giving rise to such claim was within the actual knowledge of the Buyer or any of its directors or officers on or before Completion and which gives rise, or might give rise, to a claim under the Warranties or which would materially affect the willingness of a prudent purchaser for value to purchase the Shares on the terms date of this Agreement. 8.6 If The Buyer warrants to each of the Sellers as at the date of this Agreement that (save as disclosed in the Disclosure Documents) it is not aware of any fact, matter or circumstance which constitutes or may constitute a breach of any of the Warranties shall prove to be untrue or misleading, the Sellers shall, without prejudice to any other right or remedy which may be available and references to the Buyer, pay to ’s knowledge shall include the Buyer (or to knowledge of its directors on the relevant member date of the Buyer’s Group) on demand - (a) the amount by which the value of the Shares is less than it would have been had such Warranty been true and not misleading; or (b) the amount necessary to put the Company and any member of the Buyer’s Group into the position it would have been in had such Warranty been true and not misleading; together with the amount of all costs and expenses (including legal and other professional fees and expenses, the costs of management time and all other consequential losses whether directly or indirectly arising) incurred directly or indirectly by the Buyer (or any member of the Buyer’s Group) or the Company which it would not have incurred had such Warranty been true and not misleadingthis Agreement. 8.7 Each of the Sellers hereby Seller waives any right which rights it may have against any director, employee or officer of any Group Company on whom that Warrantor has relied in connection with preparing the Disclosure Documents or agreeing to any terms of this Agreement or any document to be entered into pursuant to it. Nothing in this clause 8.7 shall apply to restrict the ability of any Seller to make any claim against any person for fraud. 8.8 Schedule 8 shall apply to limit or exclude in accordance with their respective terms, any liability which any Warrantor might otherwise have in respect of any misrepresentationsuch Warranty Claim or any Tax Warranty Claim. 8.9 Any statement in this Agreement which refers to the awareness, inaccuracy knowledge or omission in or from any information or advice supplied or given by any director, officer or employee belief of the Company for Warrantors, or analogous expression, shall be deemed include an additional statement that it has been made after due and careful enquiry of each Warrantor and all such other people of whom the purpose Warrantors may reasonably be expected to make enquiries, given the subject matter of assisting the relevant provision and the awareness, knowledge or belief of the Warrantors shall be deemed to include that of each Warrantor and of all of such people. 8.10 The Buyer warrants to each of the Sellers to give any as at the date of this Agreement in the Warranties or to prepare the Disclosure Letterterms of schedule 6.

Warranties. 8.1 The Sellers represent and warrant jointly and severally Seller warrants to the Buyer in with effect from the terms set out Completion Date that each of the statements in Schedule 5 4 is true and each party accurate in all respects and acknowledges that the terms of Schedule 5 and Buyer is entering into this clause 8 are Agreement in reliance on the circumstances fair and reasonableWarranties. 8.2 The Warranties are given subject to all matters fully, fairly and accurately disclosed in sufficient detail Disclosed. 8.3 Where any Warranty is qualified by "to enable the Buyer to understand their nature and scope in best of the Disclosure Letter (‘Disclosed’) but no other information of which the Buyer has actual, constructive or imputed Seller’s knowledge and no investigation belief" or enquiry "so far as the Seller is aware" or other similar qualification, such warranty shall be deemed to include additional statements that it has been made by or on behalf after all diligent enquiries 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 ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇ and the Warranties relate Seller shall be deemed only to matters have knowledge of fact, they shall constitute representations in reliance upon any information which the Buyer has entered into this Agreementsuch enquiry would have revealed. 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 independent of any of the other Warranties or by any other term of and undertakings in this Agreement. 8.5 Each Any information supplied by or on behalf of any of the Sellers undertakes Employees to the Seller or its advisers in connection with the Buyer that -Warranties will not constitute a warranty, representation or guarantee as to the accuracy of such information in favour of the Seller and the Seller waives any and all claims which it might otherwise have against the Buyer, the Business or any of the Employees in respect of such claims. (a) each 8.6 None of the Warranties shall remain true be deemed in any way modified or discharged by reason of any investigation or inquiry made or to be made by or on behalf of the Buyer, and accurate on each day up to and including the Completion Date as if any express or implied reference in Schedule 5 no information relating to the date Business or to any of the Assets of which the Buyer has knowledge (actual or constructive) will: 8.6.1 prejudice any claim which the Buyer may be entitled to bring; or 8.6.2 operate to reduce any amount recoverable by the Buyer under this Agreement were a reference and liability in respect thereof will not be confined to breaches discovered before Completion. 8.7 All sums payable 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 rise, or might give rise, to a claim under the Warranties or which would materially affect the willingness for 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 will be paid free and clear of all deductions or withholdings whatsoever, save only as may be required by law. 8.8 If any deduction or withholding in respect of Tax or otherwise is required by law to be untrue or misleading, made from any of the Sellers shall, without prejudice to sums payable for breach of any other right or remedy which may be available to of the Buyer, Warranties the Seller will pay to the Buyer (such greater sum as will, after such deduction or to withholding, leave the relevant member of Buyer with the Buyer’s Group) on demand - (a) the same amount by which the value of the Shares is less than as it would have been had entitled to receive in the absence of any such Warranty been true and not misleading; orrequirement to make a deduction or withholding. 8.9 If any sum (bthe first sum) 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 payable by the Seller to the Buyer (or any member for breach 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 is subject to Tax in the hands of the Buyer then the Seller will pay to the Buyer such additional sum or sums as will after such Tax (and any Tax on such additional sums or sums) leave the Buyer with an amount equal to prepare the Disclosure Letterfirst sum. 8.10 The parties agree that any claims under the Warranties will be limited in accordance with Schedule 5.

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

Warranties. 8.1 The Sellers represent and 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 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 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 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 4.1 The Sellers represent Vendor represents and warrant jointly and severally warrants to the Buyer Purchaser (except to the extent of matters fairly and accurately disclosed in the Disclosure Letter) in the terms set out contained in Schedule 5 and 1, subject to the provisions of Schedule 2, the terms of which each party acknowledges that the terms of Schedule 5 and this clause 8 are in the circumstances fair and reasonable. 8.2 4.2 The Purchaser acknowledges that the Vendor has made no representations to the Purchaser on which the Purchaser has relied in entering into this Agreement other than the Warranties are given subject and the matters 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 (‘Disclosed’or disclosed pursuant to clause 4.3(b) 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 excludedhereof. 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 The Vendor undertakes with the Buyer Purchaser that - (aA) each of the Warranties shall except to the extent of the matters contained in the Disclosure Letter remain true and accurate at Completion on each day up to and including the Completion Date as if basis that any express or implied reference in Schedule 5 1 to the date of this Agreement were a reference to the Completion Date; and (bB) it shall immediately disclose to the Buyer in writing any matter which becomes known to it before Completion to the Vendor 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 Assets on the terms of this AgreementAgreement shall be forthwith disclosed to the Purchaser in writing. 8.6 If any of 4.3 Any payment made by the Vendor under the Warranties shall prove to be untrue or misleading, treated as a reduction in the Sellers shall, without consideration for the relevant Asset. 4.4 Without prejudice to any other right or remedy which may be available of the Purchaser, the Vendor shall at the request of the Purchaser at any time within six months after the Completion Date assign to the BuyerPurchaser for no further consideration and otherwise on the terms of this Agreement any intellectual or industrial property rights, pay or applications for any such rights, in each case being Intellectual Property which was not assigned 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 misleadingPurchaser at Completion. 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 Warrantors hereby warrant jointly and severally to the Buyer in the terms set out in Schedule 5 and relation to each party acknowledges that Target Group Company on the terms of Schedule 5 and 4 only Immediately before the time of Completion, the Warrantors shall be deemed to warrant to the Buyer on the terms of Schedule 4 only by reference to the facts existing at the Completion Date. For this clause 8 are purpose only, where in a Warranty there is an express or implied reference to the circumstances fair and reasonable"date of this Agreement" that reference is to be construed as a reference to the "date of Completion". 8.2 11.2 The Warrantors acknowledge that the Buyer is entering into this Agreement in reliance upon each of the Warranties. 11.3 The Warranties are given subject to matters fully, qualified by the facts and circumstances fairly and accurately disclosed in sufficient detail to enable the Buyer to understand their nature and scope in the Disclosure Letter (‘Disclosed’) but no other information of which Letter. The Warranties given at Completion are qualified by the facts and circumstances fairly disclosed in the Completion Disclosure Letter. Claims may be made by 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 whether or not the Buyer has entered knew or could have discovered (whether by any investigation made by it or on its behalf into the affairs of each Target Group Company or otherwise) prior to signing this Agreement. 8.4 Each Agreement that any of the Warranties is have not been complied with or carried out or are otherwise untrue or misleading. The Warrantors may invoke the Buyer's actual knowledge (but not the Buyer's constructive knowledge) of a separate representation fact or warranty and shall not be restricted in its extent circumstance which might make a Warranty untrue, inaccurate, incomplete or application by the terms misleading as a defence to a claim for breach of any of the other Warranties or by any other term of this AgreementClause 11.1. 8.5 Each of the Sellers undertakes 11.4 The Warrantors agree with the Buyer that - (a) each of the Warranties Warrantors 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 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 the Warrantors may have in respect of any misrepresentation, inaccuracy inaccuracy, neglect or omission in or from any information or advice supplied or given by any directorTarget Group Company or any officer, officer employee or employee adviser of the or to any Target Group Company for the purpose of assisting the Sellers Warrantors to give any of the Warranties or to prepare the Disclosure Letter or the Completion Disclosure Letter. 11.5 Each of the Warranties shall be construed separately and independently and (except where the Agreement expressly provides otherwise) shall not be limited or restricted by reference to or inference from another Warranty. 11.6 Between the execution of this Agreement and Completion, the Warrantors shall notify the Buyer forthwith if they become aware of a fact or circumstance which constitutes a breach of Clause 6 or Clause 11.1 or has caused, or will or is likely to cause, a breach of Warranty. 11.7 The rights and remedies of the Buyer in respect of a breach of any of the Warranties shall not be affected by the sale and purchase of the Shares. 11.8 Subject to Clause 13.1(c), the liability of the Warrantors for breach of any Warranty shall be joint. 11.9 All sums payable by the Warrantors to the Buyer pursuant to this Clause 11 shall be paid free and clear of deductions and/or withholdings save only as may be required by law. 11.10 If any deductions and/or withholdings are required by law to be made from any sums payable from the Warrantors to the Buyer pursuant to this Clause 11 then, subject to Clause 11.8, the Warrantors shall pay to the Buyer such sums as will, after the deductions and/or withholdings are made, leave the Buyer with the same amount as it would have been entitled to receive if no such deductions and/or withholdings had been required to be made. If the Buyer receives any refund in respect of any deduction and/or withholdings in respect of which the Warrantors have paid a sum to the Buyer pursuant to this Clause 11.10, the Buyer shall immediately refund to the Warrantors, an amount equal to the amount of the refund actually received by the Buyer. 11.11 If any sum payable by the Warrantors to the Buyer pursuant to this Clause 11 shall be subject to a liability to Tax in the hands of the Buyer, the Warrantors shall be under the same obligation to make an increased payment in relation to that liability to Tax as if the liability were a deduction or withholding required by law. If the Buyer receives any refund in respect of any deduction and/or withholdings in respect of which the Warrantors have paid a sum to the Buyer pursuant to this Clause 11.10, the Buyer shall immediately refund to the Warrantors, an amount equal to the amount of the refund actually received by the Buyer, unless the sum originally paid by the Warrantors was in respect of an item included or referred to in the balance sheet of any Target Group Company. 11.12 If the Buyer notifies a claim for breach of any Warranty pursuant to Clause 13.3 and the Warrantors do not dispute that claim, then the Warrantors shall pay to the Buyer any amount required to be paid pursuant to this Clause 11 as cleared funds or, at the option of the Buyer, discharge directly the underlying liability, within twenty (20) Business Days of receipt of notice of the subject matter or, if later, on the day before the due date for settlement or discharge of the liability the subject matter of the claim.

Warranties. 8.1 The Sellers represent Supplier warrants and warrant jointly and severally represents to the Buyer in the terms set out in Schedule 5 and each party acknowledges Aston that the terms Goods will: be of Schedule 5 and this clause 8 are in satisfactory quality within the circumstances fair and reasonable. 8.2 The Warranties are given subject to matters fully, fairly and accurately disclosed in sufficient detail to enable the Buyer to understand their nature and scope in the Disclosure Letter (‘Disclosed’) but no other information of which the Buyer has actual, constructive or imputed knowledge and no investigation or enquiry made by or on behalf meaning of the Buyer shall modify or discharge the Sellers’ liability under the Warranties in any way and the provisions Sale of section 6(2) of the Law of Property (Miscellaneous Provisions) Goods ▇▇▇ ▇▇▇▇ are hereby excluded. 8.3 In so far and fit for purpose as specified by Aston; be free from defects in design, material and workmanship; correspond with the Warranties relate Goods Specification; comply with all Applicable Laws in relation to matters their sale and supply; and formulated, designed, construction, finished and packaged as to be safe, durable and without any risk to any individual. Non-performance Without prejudice to any other rights or remedies of factAston, they shall constitute representations in reliance upon which if the Buyer has entered into this Agreement. 8.4 Each Supplier breaches any condition of the Warranties is Agreement or Aston terminates this Agreement in accordance with paragraph 5.6.4, 16, 17, 22 and 23 of this Part 1, then Aston may, whether or not it has accepted the Goods (in whole or part): where applicable, cancel any or all remaining instalments of the Goods to be delivered; reject the Goods (in whole or part) and return them to the Supplier at the risk and cost of the Supplier subject to Aston receiving a separate representation or warranty and shall not be restricted in its extent or application full refund for the return of the Goods by the terms of any of Supplier; at its sole option, afford the other Warranties Supplier the opportunity to remedy the defect, supply replacement Goods, or by any other term of this Agreement. 8.5 Each of carry out necessary work to ensure that 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 conditions of this Agreement were a reference are met at the Supplier’s cost; refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make without any liability to Aston; recover from the Supplier any additional expenditure reasonably incurred by Aston in obtaining the Goods in substitution from another supplier; claim Losses incurred by Aston which are in any way attributable to the Completion Supplier’s breach of this Agreement or failure to deliver the Goods on the Delivery Date or at all; and/or for a period of 12 months from the Delivery Date; and (b) it shall immediately disclose to , in respect of Goods which do not conform with the Buyer provisions set out in writing any matter which becomes known to it before Completion and which gives riseparagraph 10.1 of this Part 1, or might give riseoblige the Supplier, at Aston’s discretion, to a claim under the Warranties replace or which would materially affect the willingness repair such Goods free of a prudent purchaser for value to purchase the Shares charge and any repaired or replaced Goods will be guaranteed on the terms of paragraph 11.1.7 of this Agreement. 8.6 If any Part 1 for the unexpired portion 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 misleading12 month period. 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 Company, subject always to the Buyer provisions of Clause 9.6, hereby warrants to ETX Capital as at the date hereof as if repeated by reference to the facts and circumstances existing at such times in the terms set out in Schedule 5 and each party acknowledges 1 hereto, together the “Warranties”. 9.2 The Company hereby undertakes to ETX Capital to disclose to ETX Capital in writing any information which may come to its attention which might indicate that the terms of Schedule 5 Warranties are not, or have ceased to be, true and this clause 8 are accurate or are, or have become, misleading or would not, or would have ceased to be, true and accurate in the circumstances fair and reasonableall material respects or would be. 8.2 The Warranties are given subject 9.3 If ETX Capital receives notification pursuant 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 Clause 9.2 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 otherwise becomes aware that 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 or has become untrue, inaccurate or misleading in any material respect which, in the reasonable opinion of ETX Capital, is material to the Engagement, ETX Capital may either terminate this Engagement pursuant to Clause 12 or require the Company at its expense to publish a separate representation supplementary document or warranty to make or cause to be made such announcement and/or despatch such communication as ETX Capital shall, after consultation with the Company and its nominated adviser, reasonably consider necessary "Supplementary Document". 9.4 If the Company is required to publish a Supplementary Document which provides details of any facts, matters, events or circumstances, ETX Capital shall not be restricted in its extent entitled to terminate this agreement pursuant to Clause 12 or application by the terms bring a claim for any loss suffered as a result 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 a breach 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 against 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 misrepresentationsuch facts, inaccuracy matters, events or omission circumstances as are fully and fairly disclosed in or from any information or advice supplied or given such Supplementary Document to the extent that such loss is mitigated by any director, officer or employee the publication of the Supplementary Document. 9.5 The liability of the Company under the Warranties shall be qualified to the extent of any facts or information disclosed and no claim for breach of Warranty shall be made in relation to any fact, matter event or circumstance which is disclosed, provided always that the purpose provisions of assisting this Clause 9.5 shall not apply to a claim against the Sellers to give any Company where there has been fraud, dishonesty or wilful non-disclosure on the part of the Warranties Company. 9.6 Where any warranty contained in this Engagement Letter is expressed to be qualified by reference to the awareness and/or knowledge and/or information and/or belief of any person or words to prepare similar effect, such warranty shall be deemed to include a statement to the Disclosure Lettereffect that it has been made after the making of, or after being satisfied that there have been made by others duly qualified to do so, all such enquiries and there having been made by others duly qualified to do so, all such investigations as could reasonably be expected to be made or considered.

Warranties. 8.1 (1) The Sellers represent and warrant jointly and severally Seller warrants to the Buyer in Purchaser that each of the terms statements set out in Part A and Part B of Schedule 5 3 is true and each party accurate in all respects and not misleading, and agrees and acknowledges that the terms Purchaser is entering into this agreement in reliance on such warranties. (2) On Completion Warranties 10, 12, 13, 25(2), 27, 28, 36 and 37 in Part A of Schedule 5 3 and this clause 8 are Warranties 2(a), 6(a) and 22(h) in Part B of Schedule 3 shall be repeated by the Seller in each case so far as the Seller is aware (without having made any enquiry) with reference to the facts and matters then existing and (except in relation to any transaction, matter or thing which arises outside the ordinary course of business after the Completion Accounts Date but prior to Completion) subject to any matter fairly disclosed in the circumstances fair and reasonableFinal Disclosure Letter. 8.2 (3) The Seller shall be entitled to submit a Final Disclosure Letter to the Purchaser substantially in the form to be submitted on Completion not less than 48 hours before Completion and the Purchaser shall not be entitled to make any Warranty Claim in relation to the Warranties are given subject referred to matters fullyin subclause (2) above in respect of anything arising directly or indirectly from any transaction, matter or thing fairly and accurately disclosed in sufficient detail the Final Disclosure Letter or the documents specifically referred to enable in and attached to the Buyer Final Disclosure Letter. (4) The Seller agrees with the Purchaser (as trustee for the Group Companies), to understand their nature waive any rights or claims which it may have and scope (as trustee for the employees of each Group Company) in the Disclosure Letter (‘Disclosed’) but no other information absence of which the Buyer has actualfraud, constructive dishonesty or imputed knowledge and no investigation or enquiry made wilful concealment by or on behalf of the Buyer shall modify relevant employee to waive any rights 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 claims which it may have in each case against the Group Companies or any of their employees in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by the Group Companies or any director, officer or employee of their employees in connection with the giving of the Company for Warranties and the purpose preparation of assisting the Sellers Disclosure Letter or the Final Disclosure Letter. (5) The Purchaser warrants to give the Seller that: (a) it is a corporation validly existing under the laws of California with the requisite power and authority to enter into and perform, and has taken all necessary corporate action to authorise, the execution and performance of, its obligations under this agreement and the Tax Deed; and (b) this agreement and the Tax Deed constitute valid and binding obligations of the Purchaser. (6) The Seller undertakes to the Purchaser that upon it becoming aware of the occurrence or the impending or threatened occurrence or non-occurrence of any matter, event or circumstance (including any omission to act) which would or might reasonably be expected to cause or constitute a breach (or which would have caused or constituted a breach had such matter, event or circumstance occurred or been known to the Seller prior to the date of this agreement) of any of the Warranties or which would or might reasonably be expected to prepare give rise to a claim under the Tax Deed (whether or not then executed) it will as soon as reasonably practicable give written notice (with such particulars as are reasonably available to it) of such matter, event or circumstance to the Purchaser prior to Completion and, if so requested by the Purchaser, use reasonable endeavours to prevent or to remedy the same. (7) The Seller acknowledges that the Purchaser and its directors, officers, employees and its advisers have not made any representations or warranties (other than as set out in this agreement or the documents referred to in this agreement as being in the Agreed Form) upon which the Seller has relied or which have caused (wholly or in part) the Seller or any other person to sell the Shares and/or enter into this agreement. (8) Only transactions, matters or things fairly disclosed in the Disclosure Letter or the Final Disclosure Letter (as the case may be) or in the documents specifically referred to in paragraphs 1 to 47 of Part A of the Disclosure Letter and paragraphs 1 to 24 of Part B of the Disclosure Letter, or in the Final Disclosure Letter (as the case may be) operate to reduce or affect any claim under, any of the Warranties or operate to reduce any amount claimable or recoverable. (9) Subject to the provisions of clause 7(14), each of the Warranties shall be construed as a separate and independent warranty and representation and agreement to the intent that the Purchaser shall have a separate claim and right of action in respect of every event giving rise to a breach of any of the Warranties and (except as expressly provided in this agreement) shall not be limited by reference to any other paragraph or anything in this agreement or other documents referred to herein.

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 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 7.1 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’which matters the Vendor hereby warrants to be true) but no the Vendor (meaning here each of the three companies comprising the Vendor) hereby jointly and severally warrants and represents to the Purchaser that each of the statements made in Schedule 4 is and will at Completion be true and correct in every particular (and so that none of the paragraphs of Schedule 4 shall be limited or restricted by reference to or inference from the terms of any other of those paragraphs) as terms and conditions of this Agreement (and notwithstanding any information the Purchaser may have received or been given or have had as actual, implied or constructive notice prior to the signing hereof other than fully, fairly and accurately disclosed in the Disclosure Letter) and so that insofar as any of the said terms and conditions relate in whole or in part to present or past matters of fact they shall be deemed to constitute representations upon the faith of which the Buyer Purchaser has actualentered into this Agreement. 7.2 If there shall be any breach of any of the said warranties or representations the Purchaser shall (without prejudice to any other rights it may have) be entitled to compensations in respect of any loss resulting from such breach. If at any time after Completions any matter the subject of a warranty hereinafter set out was not as warranted and the Vendor is in breach of warranty in respect thereof and the effect of such breach is that either: (a) the value of an asset of the Business is less than its value would have been had there been no such breach of warranty; (b) the Purchaser has incurred or incurs any liability or contingent liability which would not have been incurred had there been no such breach of warranty; then the Vendor will make good to the Purchaser the amount of the diminution in the value of the asset(s) or the loss occasioned by such liability by payment in cash to the Purchaser together with all costs (including reasonable legal costs on an indemnity basis) and charges and expenses incurred or payable by the Purchaser either before or after the 10 commencement of any action in connection therewith. 7.3 The benefit of the said warranties and representations contained in this Clause 7 shall be assignable in whole or in part to a Holding Company of the Purchaser or a Subsidiary of the Purchaser or of such Holding Company (other than the Purchaser) as those terms are defined in section 736 Companies Act 1985 who shall accordingly be entitled to enforce them against the Vendor as if he were named in this Agreement as the Purchaser. 7.4 The representations and warranties contained in this Clause 7 and Schedule 4 shall continue in full force and effect after Completion and the Purchaser shall be entitled to take action in respect of any breach of any of the representations and warranties given by the Vendor known to or discoverable by the Purchaser before Completion and the rights of the Purchaser shall not be affected by Completion, constructive or imputed knowledge and no investigation or enquiry by any investigations 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) of the Law of Property (Miscellaneous Provisions) ▇▇▇ ▇▇▇▇ are hereby excluded. 8.3 In so far as the Warranties relate to matters of factActivity, 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 Purchaser failing to exercise or delaying in exercising 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 or by anything else except a specific authorised written waiver or release and no single or partial exercise of a right shall preclude a further or other exercise. 7.5 Reference in any Warranty to the Buyerknowledge, pay to the Buyer (information or to the relevant member belief of the Buyer’s Group) on demand -Vendor or the awareness of the Vendor or similar means that the Vendor has made full and proper enquiry into the subject of the Warranty of: (ai) the amount by which the value Directors of the Shares is less than it would have been had such Warranty been true and not misleadingORL; or (bii) 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.Transferring Employees;

Warranties. 8.1 The Sellers represent and warrant jointly and severally 7.1 Subject to the Buyer exceptions limitations provisions and restrictions in this Clause the terms set out Warrantors:- 7. 1.1 covenant with the Purchaser to indemnify and keep indemnified the Purchaser and its successors and assigns free from all liability in respect of the liabilities claims costs and expenses referred to but subject as mentioned in Schedule 5 3 and each party acknowledges that the terms of Schedule 5 and this clause 8 are in the circumstances fair and reasonable7. 8.2 The Warranties are given subject to matters fully, 1.2 save as 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 undertake with and warrant and represent to and for the Buyer has actual, constructive or imputed knowledge and no investigation or enquiry made by or on behalf benefit of the Buyer shall modify or discharge the Sellers’ liability under Purchaser that the Warranties in any way and the provisions of section 6(2) of the Law of Property (Miscellaneous Provisions) ▇▇▇ ▇▇▇▇ Schedule 4 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 all respects at the date of this Agreement were 7.2 The benefit of the Warranties may not be assigned by the Purchaser except after Completion to a reference Group Company provided that on any such assignee ceasing to be a Group Company the Purchaser shall procure that the benefit of the Warranties is assigned to the Completion Date; and Purchaser or another Group Company 7.3 The Purchaser is entering this Agreement and will exercise the Option in reliance upon each of the Warranties which the Warrantors acknowledge (b) it shall immediately disclose but on no other representations or warranties made by the Warrantors or on their behalf to the Buyer in writing any matter which becomes known Purchaser) 7.4 Each of the Vendors hereby undertakes represents and warrants 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 AgreementPurchaser that:- 7. 8.6 If 4.1 he shall not prior to the exercise or expiry (whichever is the sooner) of the Option transfer dispose of charge pledge or encumber in any way his interest in 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 Shares except by a transfer of the Buyer’s Groupentire legal and beneficial interest therein in which case the Vendor in question will procure that before any person (other than an existing shareholder) on demand - (a) is registered as a holder of any share in the amount by which company such person shall enter into a Deed of Adherence in the value of agreed terms and 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 shall upon Completion be sold free of any misrepresentation, inaccuracy liens charges 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.encumbrances

Warranties. 8.1 9.1 The Sellers represent Seller warrants, represents and warrant jointly and severally undertakes to the Buyer in Purchaser that the terms information set out in Schedule 5 1 and each party acknowledges that of the terms statements set out in Schedule 3 are true, accurate and not misleading in all material respects as of Schedule 5 the date of this Agreement and this clause 8 are in the circumstances fair and reasonableCompletion Date. 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 9.2 Each of the Seller’s Warranties is a shall be separate representation or warranty and independent and shall not be restricted in its extent or application limited by the terms reference to any other paragraph of any of the other Warranties Schedule 3 or by any other term of in this Agreement. 8.5 Each 9.3 The Seller acknowledges that the Purchaser has entered into this Agreement in reliance upon the Seller’s Warranties. 9.4 The Seller shall use its reasonable endeavours to procure that (save only as may be necessary to give effect to this Agreement) neither it nor any Target Group Company shall do, allow or procure any act or omission before Completion which would constitute a breach of any of the Sellers undertakes with Seller’s Warranties if they were given at Completion or which would make any of the Buyer that -Seller’s Warranties inaccurate or misleading if they were so given. (aA) each If after the signing of this Agreement: (i) the Seller becomes aware that any of the Seller’s Warranties was untrue, inaccurate or misleading as of the signing of this Agreement; or (ii) any event occurs or matter arises (including any omission to act) of which the Seller becomes aware which results or may result in any of the Seller’s Warranties being inconsistent, untrue, inaccurate or misleading at Completion, had the Seller’s Warranties been repeated on Completion or would reasonably be expected to have a Material Adverse Effect, the Seller shall forthwith notify the Purchaser in writing and in any event prior to Completion setting out full details of the matter and the Seller shall make any investigation concerning the event or matter and take such action, at its own cost, as the Purchaser may require. (B) Any notification pursuant to this Clause 9.7 shall not operate as a disclosure to the Seller’s Warranties and the Seller’s Warranties shall remain true not be subject to such notification. 9.6 The Purchaser warrants and accurate on each day up represents to and including the Completion Date as if any express or implied reference Seller that the statements set out in Schedule 5 to 4 are true, accurate and not misleading in all respects as of the date of this Agreement were a reference to and the Completion Date; and. (bA) it shall immediately disclose Notwithstanding any other provision to the Buyer in writing any matter which becomes known contrary contained herein, the liabilities of either Party to it before Completion and which gives rise, or might give rise, the other Party under this Agreement shall be limited to a maximum aggregate amount of US$78,000,000. (B) No liability shall attach to either of the Parties where the total amount of the losses or damages suffered by the other Party in any 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 Agreement 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 misleadingUS$500,000. 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 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@roxy-­‐▇▇▇▇▇▇.▇▇▇. 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 Roxy 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 The Sellers represent Seller warrants that for the period of one year or such other period specified on the face of this Order following acceptance that the Products shall: (a)(i) be free of any defects in design, materials, and warrant jointly workmanship, and severally shall conform and perform in accordance with the description, mutually agreed specifications, and sample of this Order whether furnished by Seller or specified by Buyer; (ii) be fit for the purposes intended; (iii) be of merchantable quality; (iv) not be adulterated or misbranded; (v) be free of any liens and encumbrances; (vi) not contain any “hazard requiring a preventive control,” as that term is defined in 21 C.F.R. § 117.3, that has not been significantly minimized or prevented unless Seller notifies Buyer otherwise in writing prior to the receipt of Products by Buyer; and (vii) Buyer in reserves the terms set out in Schedule 5 and each party acknowledges that the terms right to reject and/or return Products which, at time 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 shipment 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 -Seller (a) each in the case of Products with a remaining shelf life, do not have a remaining shelf life of at least 70%, (b) do not comply with applicable quality standards set forth herein, or (c) are damaged or unsellable, all strictly as a result of acts or omissions of Seller. Buyer agrees to take possession of all Products at the time they are delivered without defect. Any cost associated with Products being damaged after delivery by Seller to Buyer shall not be Seller’s responsibility. All reasonable direct costs associated with rejecting the nonconforming Products shall be borne solely by Seller, including, without limitation, all reasonable, direct costs incurred by Buyer with respect to the transportation and handling, delivery and return of nonconforming Products. As soon as is reasonably possible, Seller shall, at its expense, cause the removal of the Warranties shall remain true Buyer from each such delivery location or request Buyer to dispose of such Products all in strict accordance with applicable law and accurate on each day up consistent with good industry practices. At Buyer’s option, Seller will cause the delivery location to and including either replace the Completion Date as if any express or implied reference in Schedule 5 nonconforming Products with Products conforming to the date terms of this Agreement were a reference to or respectively reimburse or give Buyer full credit for the Completion Date; andrespective price paid for such (b) In the case of Products which are food, drugs, devices, or cosmetics, or are to be used in or as packaging or labeling for such Products, or in Buyer's edible Products, Seller expressly warrants that the Products are wholesome and fit for human consumption or fit for contact with food or edible Products, and are not adulterated or misbranded within the meaning of the Federal Food, Drug, and Cosmetic Act, or under any other applicable law or regulation, are not articles which may not under Sections 404 or 405 of said Act be introduced into interstate commerce, and are manufactured in a facility or under conditions which are free of contamination, microbiological or otherwise, which undermines the merchantability of the Products or places such Products in noncompliance with any law, rule, or regulation. (c) Seller warrants that with regard to any packaging materials used in the packaging of the Products or any Products intended to be used in packing Buyer's Products such materials or Products are, or will be when used, incapable of causing hazard to health or any significant taint of taste or microbiological or other contamination which undermines the merchantability of the Products. (d) Seller further warrants that the Products shall be and are odor free and have no taste or flavor that is transferable to any food or edible product packaged with the materials. (e) Seller warrants that in performing its obligations under this Order it shall immediately disclose comply with all laws and regulations applicable to a manufacturer and supplier of Products and services of the Buyer type covered by this Order. (f) These warranties shall be in writing any matter which becomes known addition to it before Completion and which gives riseall other warranties, express, implied, or might give risestatutory. Payment for, to inspection of, or receipt of items or Services shall not constitute a claim under the Warranties or which would materially affect the willingness waiver of a prudent purchaser for value to purchase the Shares on the terms any breach of this Agreement. 8.6 If warranty. (g) These warranties shall survive any inspection, delivery, and acceptance of the Warranties shall prove to be untrue Products or misleading, the Sellers shall, without prejudice to any other right Services or remedy which may be available to the Buyer, pay to the payment by 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 Products or to prepare the Disclosure LetterServices. It is understood that all warranties created by this Agreement shall be cumulative.

Warranties. 8.1 7.1 The Sellers Warrantors jointly and severally represent and warrant jointly and severally to the Buyer in Series E Investors that each of the terms Warranties (as set out in Schedule 5 3A) is true, complete, accurate and each party acknowledges not misleading in all respects at the date of this Agreement and that (unless expressly provided to the terms of Schedule 5 and this clause 8 are contrary in the circumstances fair Warranties) if there is any interval of time between the execution of this Agreement and reasonable. 8.2 The the Closing, the Warranties are given subject will continue to matters fullybe true, fairly complete and accurately disclosed accurate in sufficient detail all material respects (unless qualified by “Material Adverse Effect” or expressly provided to enable the Buyer to understand their nature and scope contrary in the Disclosure Letter (‘Disclosed’Warranties, in which case they will be true, complete, accurate and not misleading in all respects) 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 subsequent to the date of this Agreement were a up to and including the time of the Closing as if repeated on each such days with reference to the Completion Date; facts then existing and at each of the Closing Dates, save and except as disclosed in the Disclosure Schedule (Schedule 3B) and except for matters that reference a specific date. 7.2 Each of the Warranties shall be construed as a separate and independent Warrantor Warranty and (b) it shall immediately disclose , except where expressly provided to the Buyer in writing contrary, shall not be limited or restricted by reference to or inference from the terms of any matter which becomes known to it before Completion and which gives rise, other Warrantor Warranty 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 any other terms of this Agreement. 8.6 If 7.3 The Series E Investors shall not be entitled to make any claim under or in respect of the Warranties under this Agreement with respect to matters disclosed in the Disclosure Schedule (Schedule 3B) to the extent so disclosed. 7.4 Except for the specific Warranties expressly made by the Warrantors in this Agreement or any certificate or schedule furnished at the Closing to the Series E Investors pursuant to this Agreement, (i) each Series E Investor acknowledges and agrees that no Warrantor is making any representation or warranty, expressed or implied, at law or in equity, with respect to the Company or the Company’s Subsidiaries, or any of the Warranties shall prove Company’s or its Subsidiaries’ respective business, assets, liabilities, operations, prospects, or condition (financial or otherwise), including with respect to be untrue merchantability or misleadingfitness for any particular purpose of any assets, the Sellers shallnature or extent of any liabilities, without prejudice the prospects of their respective business, the effectiveness or the success of any operations, and (ii) each Series E Investor specifically disclaims that it is relying upon or has relied upon any such other representations or warranties, and acknowledges and agrees that the Warrantors have specifically disclaimed and do hereby specifically disclaim any such other representation or warranty made by any person. Each Series E Investor acknowledges and agrees that it will not assert any claim against the Company, the Company’s Subsidiaries, any officer, director, or shareholder of the foregoing, and any of their respective representatives, or hold the Company, the Company’s Subsidiaries, or any officer, director, or shareholder or any of their respective representatives liable, for any inaccuracies, misstatements or omissions with respect to any information (other right or remedy which may be available than in respect to the BuyerWarranties contained in this Agreement) furnished by the Company, pay its Subsidiaries, or any of their respective representatives concerning the Company, the Company’s Subsidiaries, or any of their respective affiliates except for such inaccuracies, misstatements or omissions arising from or related to fraud or wilful misconduct. The provisions of this Section 7, together with the limited remedies provided in Section 10 were specifically bargained-for between the Warrantors and the Series E Investors, and were taken into account by them in arriving at the Subscription Price and the other terms hereof. Each Series E Investor represents and warrants to the Buyer (or Company that such Series E Investor has conducted, to the relevant member its satisfaction, its own independent investigation of the Buyer’s Group) on demand - (a) the amount by which the value condition, operations and business 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 its Subsidiaries and that such Series E Investor has been provided access to and an opportunity to review any member and all information regarding the Company and its Subsidiaries requested by such Series E Investors in order for such Series E Investor to make its own determination to proceed with the transactions contemplated by this Agreement and with the limited representations, warranties and remedies specifically bargained for herein. 7.5 Except for fraud or willful misconduct, all Warranties in this Agreement, the Schedules, and the Disclosure Schedule shall expire on the first anniversary of the Buyer’s Group into Closing Date; provided, however, that the position it would have been Warranties set forth in had such Warranty been true Section 9 of this Agreement and not misleading; together with in Sections 1, 2, 3, 6 and 16 of Schedule 3A shall survive the amount of all costs Closing Date indefinitely. All covenants 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 agreements of the Company for contained in this Agreement will survive the purpose Closing indefinitely (except as expressly limited in such covenant or agreement). Save and except as disclosed in this Agreement, the Schedules, or the Disclosure Schedule, the Warranties, covenants and obligations of assisting the Sellers to give Company, and the rights and remedies that may be exercised by the Series E Investors, shall not be limited or otherwise affected by any investigation made by any of the Warranties Series E Investors or to prepare the Disclosure Letterany of their representatives.

Warranties. 8.1 The Sellers represent Seller acknowledges that the Buyer is entering into this agreement in reliance upon each of the Warranties and warrant jointly that the Warranties are given with the intention of inducing the Buyer to enter into this agreement. Accordingly, the Seller represents and severally warrants to the Buyer (in relation to the terms Business and Assets) that each of the statements set out in Schedule 5 part 1 of schedule 3 is true and each party acknowledges that the terms of Schedule 5 and this clause 8 are accurate in the circumstances fair and reasonableall respects. 8.2 The Warranties shall be separate and independent and shall not be limited by reference to any other paragraph or sub-paragraph of part 1 of schedule 3 or by any other provision of this agreement. 8.3 The Seller’s Warranties are given subject to the matters fully, fairly and accurately disclosed in sufficient detail to enable the Buyer to understand their nature and scope in the Disclosure Letter (‘Disclosed’) but no other information of which Letter. The Seller shall indemnify and hold harmless the Buyer has actual, constructive or imputed knowledge (and no investigation or enquiry made by or on behalf members of the Buyer shall modify or discharge the Sellers’ liability under the Warranties in any way Buyer’s Group) from and the provisions of section 6(2) of the Law of Property against all actions, proceedings, losses, costs (Miscellaneous Provisions) ▇▇▇ ▇▇▇▇ are hereby excluded. 8.3 In so far as the Warranties relate to matters of factincluding legal costs and disbursements), 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 expenses, damages, claims and shall not be restricted in its extent or application by the terms of any of the demands and all other Warranties or by any other term of this Agreement. 8.5 Each of the Sellers undertakes with the Buyer that - liabilities whatsoever (a) each of the Warranties shall remain true and accurate on each day up to and including the Completion Date as if any express or implied reference in Schedule 5 to the date of this Agreement were a reference to the Completion Date; and (b) it shall immediately disclose to the Buyer in writing any matter which becomes known to it before Completion and which gives rise, or might give rise, to a claim under the Warranties or which would materially affect the willingness of a prudent purchaser for value to purchase the Shares on the terms of this Agreement. 8.6 If any of the Warranties shall prove to be untrue or misleading, the Sellers shallincluding, without prejudice to limitation, all losses, liabilities and reasonable and proper costs incurred as a result of defending or settling any other right claim alleging any such liability) suffered or remedy which may be available to the Buyer, pay to incurred by the Buyer (or to the relevant a member of the Buyer’s Group) on demand - (a) by reason of any breach by the amount by which the value Seller of any of the Shares Warranties provided however that the Seller shall not be liable for indirect or consequential loss. 8.4 Subject to the matters disclosed in the Disclosure Letter, the Warranties shall not be qualified or in any way affected by any investigation made by the Buyer or by its knowledge of any information which it may have received or been given or which it may have actual or implied or constructive notice of prior to the signing of this agreement. 8.5 The Buyer acknowledges that the Seller 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 entering into this agreement in reliance upon each of the Buyer’s Group Warranties and that the Buyer’s Warranties are given with the intention of inducing the Seller to enter into this agreement. Accordingly, the position it would have been Buyer represents and warrants to the Seller that each of the statements set out in had such Warranty been part 2 of schedule 3 is true and accurate in all respects. The Warranties shall be separate and independent and shall not misleading; together with be limited by reference to any other paragraph or sub-paragraph of part 2 of schedule 3 or by any other provision of this agreement. The Buyer shall, indemnify and hold harmless the amount Seller (and members of the Buyer’s Group) from and against all costs and expenses (including legal and other professional fees and third party’s actions, proceedings, losses, costs, expenses, the costs of management time damages, claims and demands and all other consequential losses whether directly liabilities whatsoever (including, without limitation, all losses, liabilities and reasonable and proper costs incurred as a result of defending or indirectly arisingsettling any claim alleging any such liability) suffered or incurred directly by the Seller (or indirectly a member of the Seller’s Group) by reason of any third party claims resulting from any material breach by the Buyer of any of the Buyer’s Warranties. 8.6 The Guarantors acknowledge that the Buyer is entering into this agreement in reliance upon each of the Guarantors’ Warranties set out in part 3 of schedule 3 and that the Guarantors’ Warranties are given with the intention of inducing the Buyer to enter into this agreement. Accordingly, the Guarantors represent and warrant to the Buyer that each of the statements set out in part 3 of schedule 3 is true and accurate in all respects. The Guarantors’ Warranties shall be separate and independent and shall not be limited by reference to any other paragraph or sub-paragraph of part 3 of schedule 3 or by any other provision of this agreement. The Guarantors shall indemnify and hold harmless the Buyer (and members of the Buyer’s Group) from and against all third party’s actions, proceedings, losses, costs, expenses, damages, claims and demands and all other liabilities whatsoever (including, without limitation, all losses, liabilities and reasonable and proper costs incurred as a result of defending or settling any claim alleging any such liability) suffered or incurred by the Buyer (or any a member of the Buyer’s Group) or by reason of any third party claims resulting from any material breach by the Company which it would not have incurred had such Warranty been true and not misleadingGuarantors of any of the Guarantors’ Warranties. 8.7 Each of the Sellers hereby waives any right which it may have The Warranties shall remain 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 Letterfull force and effect notwithstanding Completion.

Warranties. 8.1 6.1 The Sellers represent Grantor hereby represents and warrant jointly and severally warrants to the Buyer in the terms set out in Schedule 5 Grantee and each party acknowledges his successors and assigns that the terms Warranties are true and accurate in all respects as at the date of Schedule 5 this Deed and this clause 8 are in will continue to be so throughout the circumstances fair Option Period up to and reasonableincluding the time of Completion. 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 a separate representation without prejudice to any other Warranty and, except here expressly or warranty and otherwise stated, no provision in any Warranty shall not be restricted in its govern or limit the extent or application by of any other provision in any Warranty. The Grantor hereby agrees that the terms Grantee shall treat each of the Warranties as a condition of this Deed. 6.3 The Grantor hereby agrees to fully indemnify and keeps the Grantee and his assigns fully indemnified on demand from and against any depletion of any tangible assets, all losses, costs and expenses (including legal expenses) which the Grantee may incur or sustain from or in consequence of any of the other Warranties not being correct or by fully complied with. This indemnity shall be without prejudice to any other term of this Agreementthe rights and remedies of the Grantee and their assigns in relation to any such breach of Warranties and all such rights and remedies are hereby expressly reserved. 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) 6.4 If it shall immediately disclose to the Buyer in writing be found at any matter which becomes known to it before time after 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 that any of the Warranties shall prove to be untrue is not true, correct and accurate or misleadingis not as represented, warranted or undertaken and: (1) the effect thereof is that the value of some assets of any member of the Group including, without limitation, the Sellers shallvalue of any asset stated in the Management Accounts is less than its value would have been had there been no such breach or the matter warranted were as warranted; or (2) any member of the Group has incurred or is under any liability or contingent liability which would not have been incurred if such matter were as represented or warranted or the relevant undertaking were performed; or (3) the effect thereof is that the amount of a liability of any member of the Group is higher than its amount would have been had there been no such breach or the matter warranted were as warranted, then, without prejudice to any other right provisions of this Deed, the Grantor shall indemnify the Grantee on demand on a full indemnity basis, and holds them harmless from and against all liabilities, damages, costs, claims, reduction in net consolidated assets or remedy increase in net consolidated liabilities and all reasonable expenses which the Grantee may be available to sustain, suffer, or incur as a result of any of the Buyer, foregoing and the Grantor shall pay to the Buyer (or to Grantee on demand the relevant member full amount of any such loss as aforesaid in immediately available funds. 6.5 The Warranties shall survive Completion and the rights and remedies 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 Grantee in respect of any misrepresentationbreach of the Warranties shall not be affected by Completion or by the Grantee rescinding, inaccuracy or omission in failing to rescind this Deed, or from failing to exercise or delaying the exercise of any information right or advice supplied remedy, or given by any directorother event or matter whatsoever, officer except a specific and duly authorised written waiver or employee release and no single or partial exercise of the Company for the purpose any right or remedy shall preclude any further or other exercise. 6.6 The Grantee shall be entitled to take action both before and after Completion in respect of assisting the Sellers to give any breach or non-fulfillment of any of the Warranties and Completion shall not in any way constitute a waiver of any right of the Grantee. 6.7 The Grantor undertakes in relation to any Warranty which refers to the knowledge, information or belief of the Grantor that they have made full enquiry into the subject matter of that Warranty which are reasonable in all circumstances and that they do not have the knowledge, information or belief that the subject matter of that Warranty may not be correct, complete or accurate. 6.8 The Grantor shall immediately inform the Grantee in writing of any fact, matter, event or circumstance which renders any of the Warranties untrue, inaccurate or misleading or will give rise to prepare a breach of any of the Disclosure LetterWarranties.

Warranties. 8.1 4.1 The Sellers represent and Vendors warrant jointly and severally to the Buyer in Purchaser that as at the terms set out in Schedule 5 and each date of this agreement the Vendors have not sought to make any management charges to the Company or entered into any agreement with any third 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 Company to provide management services. 4.2 The Vendors warrant to the Purchaser that as at the date of this agreement there are no agreements or discharge arrangements in force, other than this agreement, which grant to any person the Sellers’ liability under right to call for the issue, allotment or transfer of any share or loan capital of the Company. 4.3 The Vendors warrant to the Purchaser to the best of their knowledge and belief, but subject to the knowledge of the Purchaser, that the Warranties contained in any way schedule 2 are as at the date of this agreement true and the provisions of section 6(2) accurate in all respects 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 4.4 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 warranty or undertaking and except where expressly stated no clause contained in this agreement governs or limits the extent or application of any other clause. 4.5 The rights and remedies of the Purchaser in respect of any breach of the 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 which may be available to the Buyeror by any other event or matter whatsoever, pay to the Buyer (except a specific and duly authorised written waiver or to the relevant member release. 4.6 The liability of the Buyer’s Group) on demand -Vendors for all claims made pursuant to this agreement when taken together shall not exceed the Consideration. 4.7 The Vendors shall not be liable for a claim unless the amount of all claims when taken together exceed US$10,000 in which case the whole amount (a) and not just the amount by which the value limit in this clause is exceeded) is recoverable by the Purchaser. 4.8 The Vendors are not liable for a claim unless the Purchaser has given the Vendors notice in writing of the Shares is less than it would have been had such Warranty been true and not misleading; or (b) claim specifying in reasonable detail the amount necessary to put the Company and any member nature of the Buyer’s Group into claim within the position it would have been in had such Warranty been true and not misleading; together period of three years beginning with the amount date of all costs and expenses (including legal and other professional fees and expensesthis agreement. 4.9 Nothing in this clause applies to a claim that arises or is delayed as a result of dishonesty, the costs of management time and all other consequential losses whether directly fraud, wilful misconduct or indirectly arising) incurred directly or indirectly wilful concealment 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 misleadingVendors. 8.7 Each of the Sellers hereby waives any right which it may have in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by any director, officer or employee of the Company for the purpose of assisting the Sellers to give any of the Warranties or to prepare the Disclosure Letter.

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

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

Warranties. 8.1 The Sellers 5.1 Subject to the provisions of Schedule 4, which shall apply to all claims for breaches of any of the Warranties, the Warrantors hereby represent and warrant jointly and severally undertake to the Buyer Purchaser (for the benefit of the Purchaser and its successors and permitted assigns) in terms of the terms Warranties set out below and those set out in Schedule 5 3 are true and each party acknowledges accurate in all material respects and not misleading in any way as at the date of this Agreement and will continue to be so up to the time of Completion (if it takes place after the date of this Agreement). The Warrantors acknowledge that the terms Purchaser is entering into this Agreement in reliance on the Warranties and may treat them as conditions of this Agreement. For these purposes, the Warranties given by the Warrantors (each in respect of itself) are:- 5.1.1 that they have full power and authority and have obtained all necessary consents, authorization, waivers and licences to enter into and perform the obligations to be performed by them under or pursuant to this Agreement and any agreement to be entered into by them as herein mentioned; and 5.1.2 that the Vendors are the absolute legal and beneficial owners of the number of shares in the capital of the Company set out against their respective names in Column (2) of Schedule 5 1 and this clause 8 are have full power to sell and transfer to the Purchaser full legal and beneficial title to and in the circumstances fair Sale Shares and reasonablethat the Sale Shares represent the entire issued share capital of the Company, and are and will at Completion be free from all charges, liens, encumbrances and equities whatsoever; and references elsewhere in this Agreement to the Warranties shall, as regards the Warrantors, be construed accordingly. 8.2 The 5.2 Except as provided below, the Warranties are given subject to matters fully, fairly and accurately disclosed in sufficient detail to enable on the Buyer to understand their nature and scope in the Disclosure Letter (‘Disclosed’) but basis that no other information of which the Buyer Purchaser or any of its officers or employees has actual, actual or constructive or imputed knowledge and no investigation or enquiry made by or on behalf of the Buyer shall modify or discharge the Sellers’ liability prejudice any claim under the Warranties in or operate to reduce any way amount recoverable thereunder and it shall not be a defence to any claim against the provisions Warrantors that the Purchaser or any of section 6(2) its officers or employees knew or ought to have known or had constructive knowledge of any information relating to the Law of Property (Miscellaneous Provisions) ▇▇▇ ▇▇▇▇ are hereby excludedcircumstances giving rise to the claims. 8.3 In so far as 5.3 The Warranties shall be deemed repeated immediately before Completion with reference to the Warranties relate to matters of fact, they shall constitute representations in reliance upon which the Buyer has entered into this Agreementthen existing facts and circumstances. 8.4 5.4 Each of the Warranties is a separate representation or warranty given separately and independently from and (save as provided in Clause 5.2) shall not be restricted limited by reference to any other paragraph or anything in its extent this Agreement (including the Schedules). 5.5 Save as necessary to give effect to the express terms of this Agreement, the Warrantors shall not and shall procure that the Group shall not do, allow or application by the terms procure before Completion anything which is or might cause or constitute or result in a breach of any of the other Warranties or by any other term of this Agreementas given on exchange hereof and/or immediately prior to Completion. 8.5 Each of the Sellers undertakes with the Buyer that - (a) each of the Warranties 5.6 The Warrantors 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 forthwith disclose to the Buyer Purchaser in writing any matter or thing which becomes may arise or become known to it before Completion and them after the date hereof (whether or not prior to Completion) which gives rise, is or might give rise, to could be a claim under the Warranties breach of 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 inconsistent with or may render inaccurate or misleading any of the Warranties shall prove as given on exchange hereof and/or immediately prior to be untrue Completion. 5.7 In the event of any breach of the Warranties (and without restricting the rights or misleadingability of the Purchaser to claim damages on any bases available to it in respect of such breach), the Sellers shall, without prejudice to any other right or remedy which may be available to the Buyer, Warrantors shall on demand pay to the Buyer Purchaser (or or, at the request of the Purchaser) a sum equal to the relevant member of the Buyer’s Group) on demand -greater of:- (a) 5.7.1 the amount by which the value of any asset or assets of any of the members of the Group is or are less than or (as the case may be) the amount by which any loss and/or liability or liabilities of the relevant members of the Group is or are greater than would ▇▇▇▇ been the case if there had been no breach of the Warranties; and 5.7.2 tie amount by which the value of the Sale Shares is less than it would have been the case if there had such Warranty been true and not misleading; or (b) no breach of the Warranties together with an amount necessary equal to put any expenses losses or liabilities of the Company and Purchaser and/or 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 inclined or which would not have existed if there had been no such Warranty been true breach. o 5.8 The Purchaser may take action for any breach or non-fulfilment of the Warranties before or after Completion notwithstanding that such breach or non-fulfilment was known to or discoverable by the Purchaser before Completion and not misleadingnotwithstanding that the Purchaser shall delay or otherwise fail to exercise its rights hereunder or generally in such regard. 8.7 Each 5.9 The Warrantors hereby irrevocably waive any right or claim which they may have against any member of the Sellers hereby waives any right which it may have Group in respect of any misrepresentation, 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 Group or any of their officers or employees to the purpose of assisting the Sellers Warrantors to enable them to give any of the Warranties Warranties, or to prepare assume any of the Disclosure Letterobligations assumed or to be assumed by them under or pursuant to this Agreement. 5.10 Each of the Warrantors undertakes in relation to the Warranties that he has made fall enquiry and there is no other information of which he is aware, the omission of which would render any of the Warranties inaccurate, incomplete or misleading. Each of the Warrantors undertakes to notify the Purchaser in writing of any matter or thing of which the Warrantors becomes aware of and which is or may be a material breach of or materially inconsistent with any of the Warranties. 5.11 Each of the Warrantors agrees and acknowledges that the Purchaser is entering into this Agreement in reliance on the Warranties and the accuracy of the matters disclosed herein notwithstanding any information' which may otherwise come into the possession of the Purchaser or which the Purchaser ought to have known or had constructive knowledge on. 5.12 Each of the Warrantors represents and warrants to the Purchaser that all information relating to the Group or their respective assets or affairs which would be material to a | purchaser for a value of the shares, undertaking or assets of the Group is contained in this Agreement and the Accounts, and will be contained in the Prospectus when it is issued in due course.