Common use of Completion Clause in Contracts

Completion. 4.1 Completion under this Agreement shall take place at the offices of the Seller at a time agreed by the Parties. 4.2 On the Completion Date all but not part of the following business shall be transacted: 4.2.1 The Purchaser shall: pay to the Seller, or pay in accordance with a direction from an Affiliate to an Affiliate, the Consideration as increased or decreased by the Working Capital Adjustment; deliver to the Seller (to the extent not already delivered prior to Completion) a copy of the releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Purchaser; deliver to the Seller (to the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Purchaser, of (i) a resolution of the board of directors of the Purchaser authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Purchaser; execute and deliver those of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to it. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the Purchaser. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

Completion. 4.1 5.1. Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3, Completion under this Agreement shall take place at on the offices Completion Date. 5.2. The obligations of each of the Seller at a time agreed by Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the Partiesobligations specified in Clause 5.3, have been simultaneously complied with and are fully effective. 4.2 5.3. On the Completion Date all but not part Date: (i) Subject to deductions pursuant to Clause 4.4, the Purchaser shall remit the Purchase Consideration (in immediately available funds) to the Seller’s Bank Account. (ii) The Seller shall (a) provide to its Depository Participant duly executed DP Instructions in the prescribed form for the transfer of the Sale Shares to the Demat Account of the Purchaser (details of which shall be provided to the Seller in writing as soon as practicable after the Execution Date); (b) procure its Depository Participant to duly acknowledge such DP Instructions; (c) deliver a copy of such acknowledgement to the Purchaser; and (d) use best endeavours to procure credit of the Sale Shares to the Demat Account of the Purchaser. (iii) The Seller shall, to the extent it is able to do so through exercise of its voting rights, procure that a Board meeting is held at which the following business shall be transacted: 4.2.1 The (a) the appointment of directors nominated by the Purchaser shall: pay on the Board shall be approved; and (b) an extra-ordinary general meeting of the shareholders of the Company to approve the matters set out in Clause 5.3(iii)(a) and the amendment of the Articles of Association shall be convened. 5.4. This Agreement may be terminated on or prior to the Completion Date as follows: (i) By the mutual written consent of the Purchaser and the Seller. (ii) By the Seller, upon written notice to the Purchaser, if the conditions set out in Clauses 3.1 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before 270 (two hundred seventy) days from the Execution Date or such later date as may be mutually agreed between the Parties in writing (“Long Stop Date”); provided that the Seller shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(ii) if Seller’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions (which term for the purposes of this Clause 5.4(ii) shall not include the Financing); (iii) By the Purchaser, upon written notice to the Seller, if the conditions set out in Clauses 3.2 and 3.3 have not been satisfied (or pay satisfied subject only to Completion where applicable) or waived (where applicable) on or before the Long Stop Date; provided that the Purchaser shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(iii) if Purchaser’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions. (iv) By the Seller (if the Seller is not in material breach of the Seller Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.2 and/or 3.3(i) not to be satisfied), upon written notice to the Purchaser, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Purchaser contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Seller or cured by the Purchaser within 20 (twenty) Business Days after receipt by the Purchaser of written notice thereof from the Seller or is not reasonably capable of being cured prior to the Long Stop Date. (v) By the Purchaser (if the Purchaser is not in material breach of the Purchaser Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied), upon written notice to the Seller, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Seller contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clauses 3.2 and/or 3.3(i) not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Purchaser or cured by the Seller within 20 (twenty) Business Days after receipt by the Seller of written notice thereof from the Purchaser or is not reasonably capable of being cured prior to the Long Stop Date. (vi) By the Seller or the Purchaser, upon written notice to the other, if a court of competent jurisdiction or any other Governmental Authority shall have issued a final, non-appealable order preventing or otherwise prohibiting the consummation of the Transactions. 5.5. If this Agreement is terminated prior to Completion in accordance with a direction from an Affiliate to an Affiliate, the Consideration as increased or decreased by the Working Capital Adjustment; deliver to the Seller (to the extent not already delivered prior to Completion) a copy of the releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Purchaser; deliver to the Seller (to the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Purchaser, of 5.4 above, (i) a resolution this Agreement shall become void and of no further force and effect; provided, however, that the provisions of this Clause 5.5 and Clauses 1 (Definitions and Interpretation), 11 (Announcements and Confidentiality), 12 (Notices), 13 (Governing Law, Disputes and Jurisdiction), 14.1 (Entire Agreement), 14.6 (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (Supersession) and 14.11 (Expenses) shall survive the termination of this Agreement indefinitely and that nothing herein shall relieve any Party from any liability for fraud or any breach of the board provisions of directors this Agreement prior to such termination; and (ii) if applicable, the Observer shall no longer be entitled to attend the meetings of the Board (or any committee thereof) and the nominees of the Purchaser authorising its entry into appointed on the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Purchaser; execute and deliver those of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to itBoard in accordance with Clause 6.2 shall resign with immediate effect. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the Purchaser. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

Completion. 4.1 (A) Completion under this Agreement shall take place within 3 Business Days following the satisfaction of all the conditions precedent referred to in Clause 2 (which shall be no later than 30 April 2024 or such later date as may be agreed by all the parties hereto in writing) at the offices principal place of business of the Seller at a time Company, or other such place as may be agreed by between the Partiesparties in Hong Kong. 4.2 On the Completion Date (B) At Completion, all (but not part only) of the following business shall be transacted:transacted:- 4.2.1 The Purchaser shall: pay (i) the Company shall convene a board meeting to approve the allotment and issue of the Subscription Shares to the Seller, Investor or pay in accordance with a direction from an Affiliate to an Affiliate, his nominee and the Consideration as increased issue of the share certificates and entry of the particulars of Investor or decreased by his nominee into the Working Capital Adjustment; register of members of the Company; (ii) the Company shall deliver to the Seller Investor share certificates in respect of the Subscription Shares with the issue date being the date of Completion; and (iii) the Investor shall deliver to the extent not already delivered Company:- (a) applications completed by himself and/or his nominee for the allotment of the Subscription Shares to be subscribed hereunder substantially in the form set out in the Schedule; (b) a cashier order or cheque in respect of payment for the Subscription Shares at the Subscription Price to the Company or as it may direct provided that notice shall be given by the Company to the Investor one Business Day prior to Completion; (C) a copy In the event that any of the releases, consents, approvals, confirmations or waivers, if any, business referred to in Clause 2.2 and obtained by or on behalf 4(B) are not transacted to the satisfaction of the Purchaser; deliver to Investor, the Seller (to Investor shall have the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Purchaser, of right:- (i) a resolution to defer Completion in respect of the board Subscription Shares to a date not more than 30 days thereafter and so that the provisions of directors Clauses 4(A) to (B) of this Agreement shall apply to the Purchaser authorising its entry into the transactions contemplated by this Agreementcompletion as so deferred); and, if relevant, or (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf proceed to Completion in respect of the PurchaserSubscription Shares, subject to its rights to claim for damages; execute and deliver those or (iii) to terminate its obligations hereunder in respect of its subscription for the Subscription Shares whereupon all obligations of the Assignment Documents Investor to which it is a signatory; subscribe for the Subscription Shares shall forthwith lapse and perform such other actions and execute such other documents as may shall be required to transfer the Interests to itof no effect. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the Purchaser. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

Completion. 4.1 Completion under this Agreement shall take place not later than 15 April 2021 (or such later date as the Parties may agree in writing) (“Completion Date”) and at such place as the offices Parties may agree when all (but not some only) of the Seller at a time agreed by the Partiesevents described in this Clause 4 shall occur. 4.2 On the Completion Date all but not part of the following business shall be transactedCompany shall: 4.2.1 The Purchaser shall: pay to (a) Allot and issue all the Seller, or pay in accordance with a direction from an Affiliate to an Affiliate, the Consideration Subscription Shares credited as increased or decreased by the Working Capital Adjustmentfully paid; and (b) deliver to the Seller (to the extent not already delivered prior to Completion) a copy of the releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Purchaser; deliver to the Seller (to the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Purchaser, of Subscriber: (i) a certified true copy of the resolutions of the Board approving and authorising the execution and completion and performance of the transactions contemplated under this Agreement and the issue of the Subscription Shares credited as fully paid to the Subscriber; (ii) a certified true copy of the resolution of the Shareholders approving and authorising the directors of the Company to take all other steps required by the Company to allot and issue the Subscription Shares to the Subscriber pursuant to this Agreement; (iii) a certified true copy each of the resolutions of the Board and Shareholders respectively, approving and authorising the issue of [*****] ordinary shares of [*****] each or the Subscription Shares at the Subscription Price, whichever applicable and pursuant to the Subscription Agreement herein; (iv) a duly issued share certificate in the name of the Subscriber in respect of the Subscription Shares; (v) the consents and waivers of the Existing Shareholders of the Company of all rights of pre-emption and other rights which they may have in respect of the issue of the Subscription Shares and other matters contemplated in this Agreement; (d) enter the name of the Subscriber in the register of members of the Company as the holder of the Subscription Shares. 4.3 At Completion, the Subscriber shall: (a) pay the Subscription Funds to the Company in the manner specified in Clause 2.1; (b) deliver to the Company the Power of Attorney in substantially the form and content of the power of attorney attached in Third Schedule herein; and (c) deliver to the Company certified true copy of the resolutions of the board of directors and shareholders (as applicable) of the Purchaser Subscriber approving and authorising its entry into the transactions contemplated by execution, completion and performance of this Agreement; and, if relevantincluding but not limited to the grant, (ii) a execution and performance of the Power of Attorney authorising and such matters contemplated therein. 4.4 Without prejudice to any other remedies available to either party, if in any respect the provisions of this Clause 4 are not complied with by the Company or the Subscriber, as the case may be, at Completion, the Subscriber or the Company (as the case may be) may: (a) defer Completion to a person or persons date not later than 31 May 2021 (and so that the provisions of this Clause 4.4. shall apply to sign Completion as so deferred); or (b) proceed to Completion so far as practicable (without prejudice to its rights under this Agreement); or (c) rescind this Agreement and the Assignment Documents on behalf of the Purchaser; execute and deliver those of the Assignment Documents (without prejudice to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to it. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable its accrued rights under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the Purchaser). 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

Completion. 4.1 Subject to the relevant Conditions Precedent being satisfied or waived, on the relevant Completion under Date, (i) the Investor shall transfer Instalment 1 or Instalment 2 (as applicable) to QIWI in accordance with and subject to the terms of this Agreement and with those implied covenants set out in Part 1 of the U.K. Law of Property Miscellaneous Provisions Act 1994 where a disposition is expressed to be made with full title guarantee, and (ii) QIWI shall issue the Subscription Shares 1 or Subscription Shares 2 (as applicable) with full title guarantee, fully paid, free from all Encumbrances and ranking pari passu with other Shares in QIWI and with all the rights attaching to them under the Articles. 4.2 Pursuant to clause 4.1, the Completion shall be arranged as follows: 4.2.1 on Completion Date 1, QIWI shall issue and allot to the Investor the Subscription Shares 1, and in consideration of the issue and allotment of the Subscription Shares 1 the Investor shall transfer to QIWI Installment 1 as a contribution in kind (the Completion 1) pursuant to Transfer Agreement 1; and 4.2.2 on Completion Date 2, QIWI shall issue and allot to the Investor the Subscription Shares 2, and in consideration of the issue and allotment of the Subscription Shares 2 the Investor shall transfer to QIWI Installment 2 as a contribution in kind (the Completion 2) pursuant to Transfer Agreement 2. 4.3 Each of Completion 1 and Completion 2 shall take place simultaneously at the offices of QIWI in Nicosia, Cyprus and the Seller offices of the Notary in Moscow, Russia or at a time agreed by such other place as the PartiesInvestor and QIWI may agree. 4.2 4.4 On each Completion Date the Parties shall observe, deliver or perform (or ensure that there is observed, delivered or performed) all those documents, items and actions respectively listed in relation to that Party in Schedule 2. 4.5 No Party shall be obliged to continue to Completion 1 or Completion 2, as the case may be, unless the other Party complies fully with the respective provisions of clause 4 and Schedule 2. 4.6 If either Party fails to comply with its respective obligations under clause 4 above in any respect, the other Party may, without prejudice to any other rights it may have, elect by notice to the other Party to defer the Completion 1 or Completion 2, as the case may be, to a date being not more than 15 (fifteen) Business Days after the Completion Date all but not part of the following business shall be transacted: 4.2.1 The Purchaser shall: pay to the Seller, or pay in accordance with a direction from an Affiliate to an Affiliate, the Consideration as increased or decreased by the Working Capital Adjustment; deliver to the Seller (to the extent not already delivered prior to Completion) a copy of the releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Purchaser; deliver to the Seller (to the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director 1 or the legal manager of the Purchaser, of (i) a resolution of the board of directors of the Purchaser authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Purchaser; execute and deliver those of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to itCompletion Date 2 would otherwise have taken place. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the Purchaser. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

Completion. 4.1 Subject to the Completion under this Agreement Conditions having been satisfied or waived by the [Investors], Completion shall take place at the offices of the Seller at a time agreed by the Parties. 4.2 On on the Completion Date all but not part once the events set out in clause 4.2 have occurred. At Completion the following events shall occur: each Investor shall pay the sum set out against its name in column 3 of the following business shall be transacted: 4.2.1 The Purchaser shalltable in clause 3.1 (being the aggregate subscription price for the [First Tranche Shares] [New Shares] [Note: pay amend as appropriate]) [less any fees and disbursements referred to in clause 17.1] by electronic funds transfer to the Seller, or pay bank account of the [Company] [Company’s Solicitors] [Note: amend as appropriate] as set out below and payment made in accordance with this clause 4.2 shall constitute a direction from an Affiliate to an Affiliate, good discharge for the Consideration Investor of its obligations under this clause 4.2: Account name : [ ] Bank : [ ] Account number : [ ] Sort code : [ ] IBAN : [ ] Swift Code : [ ] a meeting of the Board shall be held at which the Company shall: issue the [First Tranche Shares] [New Shares] [Note: amend as increased or decreased by the Working Capital Adjustment; deliver appropriate] credited as fully paid to the Seller (to Investors and enter their names in the extent not already delivered prior to Completion) a copy register of the releases, consents, approvals, confirmations or waivers, if any, referred to members in Clause 2.2 and obtained by or on behalf of the Purchaser; deliver to the Seller (to the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Purchaser, of (i) a resolution of the board of directors of the Purchaser authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Purchaserrespect thereof; execute and deliver those to the Investors certificates for the [First Tranche Shares] [New Shares]; [Note: amend as appropriate] [accept the resignations of each of [●] and [●] as directors of the Assignment Documents to which it is a signatoryCompany;] appoint [●] and [●] as Investor Directors; [and] [approve and perform authorise the execution by the Company of the Service Agreements]; [and] pass any such other actions and execute such other documents resolutions as may be required to transfer carry out the Interests to it. 4.2.2 The Seller shall, after confirmation of receipt obligations of the amounts payable Company under Clause 4.2.1(athis agreement. [the Company and each of the Founders shall enter into the Service Agreements.] [Subject to (a) the Milestones having been satisfied or waived by [the Investors] [an Investor Majority] by the Milestone Date (the “Milestone Determination”) and (b) the remaining Second Completion Conditions having been satisfied or waived by [the Investors] [an Investor Majority], Second Completion shall take place on the Second Completion Date once the events set out in clause 4.6 have occurred. [For the avoidance of doubt, if an Investor Majority has determined that the Second Completion Conditions have been satisfied or waived, all Investors shall be obliged to subscribe simultaneously for their respective Second Tranche Shares on the Second Completion Date and the provisions of clauses 4.3 to 4.7 (inclusive) shall apply equally to all Investors.] [Notwithstanding clause 4.3, each Investor may at its option (by written notice to the Company copied to each other Investor) require the Company at any time prior to the Milestone Date to accept its subscription for its allocation of the Second Tranche Shares irrespective of whether the Second Completion Conditions have been satisfied, in which event the Founders (in so far as they are legally able to do so) and the Company shall effect Second Completion for that Investor on the date so specified by that Investor, and the requirements of clause 4.6 shall apply in respect of that Investor for such Second Completion.] Each of the Company and the Founders shall notify the Investors as soon as it or they become aware of any fact or circumstance which has caused or will or is likely to cause any of the Second Completion Conditions not to be satisfied. At Second Completion the following events shall occur: each Investor shall pay the sum listed against its name in column 3 of the table set out in clause 3.2 (being the subscription price for the Second Tranche Shares subscribed by each Investor) by electronic funds transfer to the bank account of the [Company] [Company’s Solicitors] [Note: amend as appropriate] and payment made in accordance with this clause 4.6 shall constitute a good discharge for each Investor of its obligations under clauses 4.3 to 4.7 (inclusive), ; a meeting of the Board shall be held at which the Company shall: issue the Second Tranche Shares credited as fully paid to the Investors and enter their names in the register of members in respect thereof; execute and deliver to the Purchaser Investors certificates for the Second Tranche Shares; and pass any such other resolutions as may be required to issue the Second Tranche Shares. [If an Investor does not subscribe for its Second Tranche Shares (to the extent not already delivered prior to Completion): "Surplus Shares") on the Assignment Documents duly executed by all Second Completion Date in accordance with the Relevant Third Parties requirements of clauses 4.3 and 4.6 or under clause 4.4 (a "Defaulting Investor") (the date of such default being the "Default Date"), then the following shall apply: Each of the Investors (other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf Defaulting Investor) shall have the right (but not the obligation) within [30 days] of the Seller; a copyDefault Date to subscribe for the Surplus Shares pro rata to its participation in Second Completion (excluding the Defaulting Investor) and shall be entitled (but not required), certified as a true copy and in full force and effect by a director or with the legal manager consent of the Sellerother such Investors, of (i) a resolution within this period to subscribe for any excess Surplus Shares if any of the board other Investors do not wish to subscribe for their pro rata amount of directors Surplus Shares, which excess Surplus Shares shall be apportioned in the amounts so subscribed, unless there are insufficient excess Surplus Shares to satisfy all such subscriptions, in which case such excess Surplus Shares shall be allotted to those subscribing Investors pro rata to the participation in Second Completion by those subscribing Investors which procedure shall be repeated until all Surplus Shares have been allocated but no allocation shall be made for more than the amounts that have been so subscribed. [In addition to and without prejudice to all other rights and remedies available to the parties, including without limitation the right to bring a claim for breach of contract, a Defaulting Investor shall be deemed (unless the Company and the Investor Majority (which shall not include the Defaulting Investor) have determined that this clause will not apply), upon the Default Date, to have served an irrevocable and unconditional written notice to the Company of the Seller authorising conversion of all of its entry holdings of Series A Shares into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf Ordinary Shares in accordance with article [9.1] of the Seller; New Articles and perform shall be required to comply with the requirements set out in article [9] the New Articles in respect of the conversion of such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the Purchasershares. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion] [Note: see drafting note.]

Completion. 4.1 5.1. Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3, Completion under this Agreement shall take place at on the offices Completion Date. 5.2. The obligations of each of the Seller at a time agreed by Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the Partiesobligations specified in Clause 5.3, have been simultaneously complied with and are fully effective. 4.2 5.3. On the Completion Date all but not part Date: (i) The Purchaser shall remit the Purchase Consideration (in immediately available funds) to the Seller’s Bank Account. (ii) The Seller shall execute an instrument of transfer in respect of the Sale ADSs to the Purchaser as contemplated by Section 2.04 of the Deposit Agreement, deliver it to the Purchaser together with the depositary receipt(s) representing the Sale ADSs, and instruct the Depositary to register the transfer of the Sale ADSs in the name of the Purchaser. (iii) The Seller shall, to the extent it is able to do so through exercise of its voting rights, the Seller shall also procure that a Board meeting is held at which the following business shall be transacted: 4.2.1 The (a) the appointment of directors nominated by the Purchaser shall: pay on the Board shall be approved; and (b) an extra-ordinary general meeting of the shareholders of the Company to approve the matters set out in Clause 5.3(iii)(a) and the amendment of the Articles of Association shall be convened. 5.4. This Agreement may be terminated on or prior to the Completion Date as follows: (i) By the mutual written consent of the Purchaser and the Seller. (ii) By the Seller, upon written notice to the Purchaser, if the conditions set out in Clauses 3.1 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before 270 (two hundred seventy) days from the Execution Date or such later date as may be mutually agreed between the Parties in writing (“Long Stop Date”); provided that the Seller shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(ii) if Seller’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions (which term for the purposes of this Clause 5.4(ii) shall not include the Financing); (iii) By the Purchaser, upon written notice to the Seller, if the conditions set out in Clauses 3.2 and 3.3 have not been satisfied (or pay satisfied subject only to Completion where applicable) or waived (where applicable) on or before the Long Stop Date; provided that the Purchaser shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(iii) if Purchaser’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions. (iv) By the Seller (if the Seller is not in material breach of the Seller Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.2 and/or 3.3(i) not to be satisfied), upon written notice to the Purchaser, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Purchaser contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Seller or cured by the Purchaser within 20 (twenty) Business Days after receipt by the Purchaser of written notice thereof from the Seller or is not reasonably capable of being cured prior to the Long Stop Date. (v) By the Purchaser (if the Purchaser is not in material breach of the Purchaser Warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied), upon written notice to the Seller, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Seller contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Clauses 3.2 and/or 3.3(i) not to be satisfied as of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Purchaser or cured by the Seller within 20 (twenty) Business Days after receipt by the Seller of written notice thereof from the Purchaser or is not reasonably capable of being cured prior to the Long Stop Date. (vi) By the Seller or the Purchaser, upon written notice to the other, if a court of competent jurisdiction or any other Governmental Authority shall have issued a final, non-appealable order preventing or otherwise prohibiting the consummation of the Transactions. 5.5. If this Agreement is terminated prior to Completion in accordance with a direction from an Affiliate to an Affiliate, the Consideration as increased or decreased by the Working Capital Adjustment; deliver to the Seller (to the extent not already delivered prior to Completion) a copy of the releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Purchaser; deliver to the Seller (to the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Purchaser, of 5.4 above, (i) a resolution this Agreement shall become void and of no further force and effect; provided, however, that the provisions of this Clause 5.5 and Clauses 1 (Definitions and Interpretation), 11 (Announcements and Confidentiality), 12 (Notices), 13 (Governing Law, Disputes and Jurisdiction), 14.1 (Entire Agreement), 14.6 (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (Supersession) and 14.11 (Expenses) shall survive the termination of this Agreement indefinitely and that nothing herein shall relieve any Party from any liability for fraud or any breach of the board provisions of directors this Agreement prior to such termination; and (ii) if applicable, the Observer shall no longer be entitled to attend the meetings of the Board (or any committee thereof) and the nominees of the Purchaser authorising its entry into appointed on the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Purchaser; execute and deliver those of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to itBoard in accordance with Clause 6.2 shall resign with immediate effect. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the Purchaser. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

Completion. 4.1 5.1 Completion under this Agreement of the sale and purchase hereby agreed shall take place immediately following the execution and exchange of this Agreement at the offices of the Seller Purchaser’s Solicitors (or at such other place as the Vendor and the Purchaser shall agree). 5.2 At Completion, the Vendor (and NPS Ltd with respect to Clause 5.2 (v), (vi) and (vii)), shall: (a) deliver or cause to be delivered to the Purchaser: (i) a time agreed copy of this Agreement duly executed by the PartiesVendor. 4.2 On (ii) all physical items among the Completion Date all but not part Assets hereby agreed to be sold title to which is capable of passing by physical delivery; (iii) the written consent of any debenture holder or mortgagee or other person whose consent is necessary to the sale of any of the following business shall be transacted:Contracts and/or Assets together with the appropriate release; 4.2.1 The (iv) written confirmation all third-party consents required to give the Purchaser shall: pay to the Seller, or pay in accordance with a direction from an Affiliate to an Affiliate, full benefits of the Consideration as increased or decreased by the Working Capital Adjustment; deliver to the Seller Assets; (to the extent not already delivered prior to Completionv) a copy of the releasesminutes of a meeting of the directors of the Vendor and NPS Ltd authorising the sale of the Contracts and Assets for the Consideration and authorising the execution by the Vendor and NPS Ltd of this Agreement; (vi) provide or make available any and all records relating to National Insurance and PAYE payments for the Transferring Employees and to section 49 of the VATA 1994; and (vii) provide or make available or relevant personal data relating to the Employees; (viii) evidence, consentsin an agreed form, approvalsof the full-service history of each Turbine; (ix) copies of each Contract and any other relevant and/or ancillary documentation in respect of the Contracts and Assets; (x) source code for the software that is licensed pursuant to the License Agreement; (xi) a copy of the License Agreement duly executed by the Vendor; (xii) A copy of the Escrow Agreement duly executed by the Vendor and NSE; and (xiii) Evidence of the waiver of security and consent from Comerica Bank in relation to this Agreement. (b) Support Purchaser from Completion to March 31, confirmations or waivers, if any, 2019 in Purchaser’s efforts (on equipment including hardware and third party software purchased at the Purchaser’s cost but at the Vendor’s direction) to implement and install a fully assembled and operational IT System; 5.3 Subject to the due performance and compliance in full by the Vendor of its obligations under Clause 5.2 the Purchaser shall at Completion: (a) Make the payment referred to in Clause 2.2 and obtained by 4.2 (b) deliver or on behalf of the Purchaser; deliver cause to be delivered to the Seller (to the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Purchaser, of Vendor: (i) a resolution copy of the board minutes of the meeting of the directors of the Purchaser authorising its entry into the transactions contemplated purchase of the Contracts and Assets for the Consideration and authorising the execution by the Purchaser of this Agreement; and, if relevant, (ii) a Power copy of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Purchaser; execute and deliver those of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to it. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the Purchaser. 4.2.3 Title to (iii) a copy of the Interests shall pass from License Agreement duly executed by the Seller to the Purchaser upon CompletionPurchaser.

Completion. 4.1 5.1 Subject to fulfilment or waiver of all the Conditions, Completion under this Agreement shall take place at the offices of the Seller at a time agreed by the Parties. 4.2 On on the Completion Date at such place as the Parties may agree when all but (and not part of only) the following business acts and requirements set out in Clauses 5.2 and 5.3 shall be transactedcomplied with. 5.2 At Completion, the Seller shall: 4.2.1 The Purchaser shall: pay to the Seller, or pay in accordance with a direction from an Affiliate to an Affiliate, the Consideration as increased or decreased by the Working Capital Adjustment; deliver to the Seller (to the extent not already delivered prior to Completiona) a copy of the releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Purchaser; deliver to the Seller (to the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Purchaser, of (i) a resolution of the board of directors of the Purchaser authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Purchaser; execute and deliver those of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to it. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser duly completed and signed stock power forms, authorising and instructing the Share Registrar to transfer record ownership of the Sale Shares to the account of the Purchaser in the share register of the Company; and (b) procure the Company to deliver to the Purchaser a share certificate(s) in the name of the Purchaser in respect of the Sale Shares. Such share certificate shall bear a legend in substantially the form set forth below (in addition to any other legends required under other applicable Laws): 5.3 At Completion, the Purchaser shall pay to the Seller an amount equal to the Consideration in the manner set out in Clauses 3.2 and 3.3. 5.4 None of the Parties shall be obliged to complete the sale and purchase of the Sale Shares unless the other Party complies fully with the requirements of Clauses 5.2 and 5.3 which are expressed to be the other Party’s obligations. 5.5 If Completion does not take place on the Completion Date (the “Intended Completion Date”) due to the Purchaser or Seller failing to comply with any of its obligations under this Clause 5 (whether such failure by such Party amounts to a repudiatory breach or not), then the Seller may (in the case of a default by the Purchaser) or the Purchaser may (in the case of a default by the Seller) (the “Non-Defaulting Party”) in their respective absolute discretion, by written notice to the Purchaser or the Seller (as the case may be) (the “Defaulting Party”), and without prejudice to any other rights: (a) proceed to Completion on that date, to the extent not already delivered prior that the Non-Defaulting Party is ready, able and willing to Completion): do so, and specify a later date by which the Assignment Documents duly executed by all the Relevant Third Parties other Defaulting Party shall be obliged to complete its relevant outstanding obligations; (b) elect to defer Completion to a Business Day no later than the PurchaserLong Stop Date; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of or (ic) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by terminate this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the Purchaser. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

Completion. 4.1 7.1 Completion under this Agreement shall take place at the head offices of the Seller Company in Istanbul, Turkey at a time agreed by 11:00 a.m. on the PartiesCompletion Date. 4.2 On 7.2 At Completion the Completion Date all but not part Seller shall (for the benefit of the following business shall be transacted: 4.2.1 The Purchaser shall: pay and Dogus) do those things listed in Part A (Transfer obligations), in so far as applicable to the Seller, or pay and in Part B (Seller’s obligations) of Schedule 2 (Completion arrangements) and the Purchaser shall do those things listed in Part A (Transfer obligations), in so far as applicable to the Purchaser, and Part C (Purchaser’s obligations) of Schedule 2 (Completion arrangements). Completion shall take place in accordance with a direction Part D (General) of Schedule 2 (Completion arrangements). 7.3 Neither the Purchaser nor the Seller shall be obliged to complete the sale and purchase of the Shares unless the sale and purchase of all the Shares under this Agreement and all the Shares (as that term is defined in the Dogus SPA) under the Dogus SPA are completed simultaneously. 7.4 The Seller shall procure that the Dogus Shareholders’ Agreement shall terminate with effect from an Affiliate the last of the steps that has to an Affiliatebe taken prior to the occurrence of Completion having been taken. With effect from Completion, the Consideration New Shareholders’ Agreement shall come into full force and effect. 7.5 If the respective obligations of: (A) the Seller and/or the Purchaser under sub-clauses 5.3, 5.4 and 7.2 and Schedule 2 (Completion arrangements); or (B) Dogus or the Purchaser under sub-clauses 5.3, 5.4 and 7.2 and Schedule 2 (Completion arrangements) of the Dogus SPA, are not complied with on the Completion Date the non-defaulting party may: (C) defer Completion (so that the provisions of this Clause 7 shall apply to Completion as increased or decreased so deferred); or (D) proceed to Completion as far as practicable (without limiting its rights under this Agreement); or (E) terminate this Agreement by notice in writing to the Working Capital Adjustment; deliver other party. 7.6 For the purposes of sub-clause 7.5, the non-defaulting party shall also include Dogus if it has complied with its obligations under sub-clause 5.3, 5.4 and 7.2 and Schedule 2 (Completion Arrangements) of the Dogus SPA. In the event that there is more than one non-defaulting party, such non-defaulting parties shall agree what action to take in accordance with sub-clause 7.5 and, if such non-defaulting parties fail to reach an agreement, this Agreement shall terminate in accordance with sub-clause 7.5(E). 7.7 If this Agreement is terminated in accordance with sub-clause 7.5 (and without limiting any party’s right to claim damages from the other in respect thereof): (A) all obligations of the Parties shall end (except for the provisions of Clauses 17 (Announcements) and 18 (Confidentiality)) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination shall continue to exist; (B) in circumstances in which the termination has resulted solely from the Purchaser’s failure to fulfil its obligations under sub-clauses 7.2 and Schedule 2 (Completion arrangements), the Purchaser will indemnify the Seller (to the extent not already delivered prior to Completionand Dogus) a copy of the releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 on demand on an after-Tax basis for all costs and obtained expenses reasonably incurred by or on behalf of the Purchaser; deliver to the Seller (to and Dogus); and (C) in circumstances in which the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director or termination has resulted solely from the legal manager failure of the PurchaserSeller to fulfil its obligations under sub-clause 7.2 and Schedule 2 (Completion arrangements), of the Seller will indemnify the Purchaser (iand Dogus) a resolution on demand on an after-Tax basis for all costs and expenses reasonably incurred by the Purchaser (and Dogus). 7.8 Following Completion, the Purchaser shall make (or procure the Company to make) any notifications of the board of directors transfer of the Purchaser authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Purchaser; execute and deliver those of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents Shares as may be required to transfer the Interests to it. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations law or waivers, if any, referred to in Clause 2.2 regulation and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform shall provide such other actions and execute such other documents assistance as the Purchaser may reasonably require, to transfer the Interests to the Purchaserrequire in making such notifications. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

Completion. 4.1 8.1. Completion under this Agreement shall take place on the Completion Date at the offices of the Seller Vendor or at a time agreed by such other place as the PartiesPurchaser and the Vendor may agree in writing. 4.2 8.2. On Completion, the Completion Date all but not part of Vendor shall deliver or cause to be delivered to the following business shall be transactedPurchaser or a Purchaser Designee, as applicable: 4.2.1 The Purchaser shall: pay to the Seller, or pay in accordance with a direction from an Affiliate to an Affiliate, the Consideration as increased or decreased by the Working Capital Adjustment; deliver to the Seller (to the extent not already delivered prior to Completiona) a copy of the releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf board resolutions of the Purchaser; deliver to Vendor approving its entry into this Agreement and the Seller sale of the Transferred Assets by the Vendor or any other member of the Vendor Group and otherwise the transactions contemplated hereby; (b) a certificate confirming the satisfaction and fulfilment of the Conditions Precedent listed in paragraphs 1 (to the extent not already delivered prior related to Completionthe Vendor or any member of Vendor Group) and 3 of Schedule 2; (c) in the case of the Books and Records, possession thereof as contemplated by Clause 2.5; (d) a copystatement setting out the Advance Payments as at the Completion Date; (e) a statement setting out the Payables and Debts as at the Completion Date; (f) a USB drive (which shall be accessible without the need for any password) (the “Dataroom Media”) that contains the true, certified as a true copy correct and in full force and effect by a director or the legal manager complete contents of the PurchaserDataroom; and, for the avoidance of doubt, shall permit the Purchaser and the applicable Purchaser Designee to continue operating the Maintenance Operations to be sold and transferred under this Agreement. 8.3. On Completion, subject to compliance by the Vendor of its obligations in Clause 8.2, the Purchaser shall: (ia) deliver to the Vendor a resolution copy of the board of directors resolutions of the Purchaser authorising approving its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf acquisition of the Purchaser; execute and deliver those Transferred Assets from the Vendor or any other member of the Assignment Documents to which it is a signatory; Vendor Group and perform such other actions and execute such other documents as may be required to transfer the Interests to it. 4.2.2 The Seller shall, after confirmation of receipt assumption of the amounts payable under Clause 4.2.1(a), Assumed Liabilities and otherwise authorising the transactions contemplated hereby; (b) deliver to the Purchaser Vendor a certificate confirming the satisfaction and fulfilment of the Conditions Precedent listed in paragraph 1 (to the extent not already delivered prior related to Completion): the Assignment Documents duly executed by all Purchaser or any Purchaser Designee) and paragraphs 2 and 4 of Schedule 2; (c) deliver to the Relevant Third Parties other than the Purchaser; Vendor a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf the board resolutions of the Seller; a copy, certified as a true copy Purchaser approving and in full force authorizing the allotment and effect by a director or the legal manager issuance of the Seller, OTSAW Shares and the entry of the Vendor in the Purchaser’s electronic register of members in respect thereof and approving and authorising the execution and delivery of a share certificate with respect to the OTSAW Shares to the Vendor; (id) deliver to the Vendor a resolution copy of the shareholders resolutions of the Purchaser approving and authorizing the allotment and issuance of the OTSAW Shares and waiving any pre-emption rights in respect of the allotment and issue of the OTSAW Shares; (e) deliver to the Vendor a copy of the board of directors resolutions of the Seller JV Company approving and authorizing the allotment and issuance of the JV Company Shares and the entry of the Vendor in the JV Company’s electronic register of members in respect thereof and approving and authorising the execution and delivery to the Vendor of a share certificate for the JV Company Shares; (f) deliver to the Vendor a copy of the shareholders resolutions of the JV Company approving and authorizing the allotment and issuance of the JV Company Shares and waiving any pre-emption rights in respect of the allotment and issue of the JV Company Shares; and (g) pay to the Vendor the Cash Price and subject to a deduction for an amount equivalent to the Advance Payments. 8.4. On Completion, subject to compliance by the Vendor of its entry obligations in Clause 8.2 and the Purchaser of its obligations in Clause 8.3, the Parties, its Affiliates or other designees, as applicable, shall enter into the transactions contemplated by this Agreement; and, if relevant, following agreements: (iia) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the Purchaser. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.service agreements between (i)

Completion. 4.1 9.1 Completion under this Agreement shall take place at the offices of NautaDutilh N.V. at Strawinskylaan 1999, Amsterdam on the Seller last day of the month in which fulfilment or waiver of the conditions set out in clause 4 (Conditions to Completion) takes place, except that where less than five Business Days remain between such fulfilment and service and the last day of the month, Completion shall take place: (A) on the last day of the following month; or (B) at a such other location, time or date as may be agreed between the Sellers, it being understood that the transfers of the Shares and the JV Co Shares shall take place on Completion at the offices of the Notary by way of execution of the PartiesDeeds of Transfer before the Notary. 4.2 On 9.2 At Completion, the parties shall comply with their respective obligations in sub-clauses 2.1 to 2.3 (in each case as applicable) and the Sellers shall do those things listed in Part A (Seller’s obligations) and Part D (Execution of Deeds of Transfer) of Schedule 2 (Completion arrangements); the Purchaser shall do, and Liberty Global shall procure that the Purchaser does, those things listed in Part B (Purchaser’s obligations) of Schedule 2 (Completion arrangements); and the Guarantors shall do those things listed in Part E (Guarantors’ obligations) of Schedule 2 (Completion arrangements). Completion shall take place in accordance with Part C (General) of Schedule 2 (Completion arrangements). 9.3 No party shall be obliged to complete any of the transactions set out in sub-clauses 2.1 to 2.3 or carry out any of the steps set out in Schedule 2 (Completion arrangements) unless sub-clauses 3.1 or 3.2 (as applicable), 6.1, 6.2, 6.5(C) and 6.6 or 6.7 (as applicable) have been complied with and irrevocable arrangements are in place for all such transactions and steps to be completed by all relevant parties on the Completion Date all but not part of the following business shall be transacted: 4.2.1 The Purchaser shall: pay to the Seller, or pay in accordance with a direction from an Affiliate the sequence of events set out in this Agreement. For the avoidance of doubt, (A) both the beneficial and legal ownership of the Liberty Global Target Company Shares and the Vodafone Target Company Shares will transfer to an Affiliate, Purchaser at Completion and not before and (B) both the beneficial and legal ownership of the JV Co Shares will transfer to Vodafone at Completion and not before. 9.4 If the Estimated Vodafone Equalisation Consideration as increased or decreased by the Working Capital Adjustment; deliver to the Seller is: (to the extent not already delivered prior to CompletionA) a copy of the releasespositive number, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Purchaserthen Vodafone shall procure; deliver to the Seller or (to the extent not already delivered prior to CompletionB) a copynegative number, certified as a true copy and in full force and effect by a director or the legal manager of the Purchaser, of (i) a resolution of the board of directors of the Purchaser authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Purchaser; execute and deliver those of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to it. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the Purchaser. 4.2.3 Title to the Interests then Liberty Global shall pass from the Seller to the Purchaser upon Completion.procure,

Completion. 4.1 5.1 Completion under this Agreement shall take place at the offices of the Seller Sellers on either the last Business Day of the month if the Notification Date is ten (10) or more Business Days prior to the last Business Day of such month of notification or on the last Business Day of the immediately succeeding month if the Notification Date is less than ten (10) Business Days prior to the last Business Day of such month of notification, or at a such other location and/or at such other time agreed by as the PartiesParties may agree in writing. 4.2 5.2 On the Completion Date all but not part of the following business shall be transacted: 4.2.1 5.2.1 The Purchaser shall: : i. pay to the SellerSellers the Final Consideration, or pay by means of telegraphic transfer in accordance with a direction from an Affiliate to an Affiliate, the Consideration immediately available funds as increased or decreased directed by the Working Capital Adjustment; Sellers for value in Dollars on such Completion Date; j. deliver to the Seller Sellers (to the extent not already delivered prior to Completion) a copy of the relevant guarantees, releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Purchaser; ; k. deliver to the Seller Sellers (to the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Purchaser, of (i) a resolution of the board of directors of the Purchaser authorising its entry into the transactions contemplated by this Agreement; and, if relevant, and (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Purchaser; and l. execute and deliver those of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to it. 4.2.2 5.2.2 The Seller Sellers shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a5.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the Purchaser. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.):

Completion. 4.1 5.1 Completion under this Agreement shall take place at the offices within ten (10) Business Days after all of the Seller conditions referred to in Clause 2.2 have been satisfied, at a such location and at such time agreed by as the PartiesParties may agree. 4.2 5.2 On the Completion Date all all, but not part only, of the following business shall be transacted: 4.2.1 5.2.1 The Purchaser shall: pay to the Seller, or pay in accordance with a direction from an Affiliate to an Affiliate, the Consideration as increased or decreased by the Working Capital Adjustment; Seller shall deliver to the Seller Purchaser (to the extent not already delivered prior to Completion) Completion and/or already in the possession of the Purchaser): 5.2.1.1 the Assignment Documents duly and validly executed by all the signatory parties thereto other than the Purchaser; 5.2.1.2 a copy of the releasesSecretary’s Consents and all other relevant consents, approvals or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; 5.2.1.3 a copy, certified as a true copy and in full force and effect by a director or the secretary of the Seller, of a resolution of the board of directors of the Seller authorising a person or persons to execute this Agreement and the Assignment Documents on behalf of the Seller; and 5.2.1.4 written confirmation in terms satisfactory to the Purchaser that the Seller has notified to the relevant insurers the interest of the Purchaser in all property, assets and rights associated with the Interests and the Licensed Interest Documents. 5.2.2 The Purchaser shall: 5.2.2.1 pay to the Seller the sums specified in the Interim Completion Statement, subject to Clause 3.11, by means of telegraphic transfer in immediately available funds to the Seller’s Account for value in Sterlingon the Completion Date; 5.2.2.2 deliver to the Seller the Assignment Documents duly and validly executed by the Purchaser; 5.2.2.3 deliver to the Seller a copy of all relevant consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Purchaser; and 5.2.2.4 deliver to the Seller (to the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director or the legal manager secretary of the Purchaser, of (i) a resolution of the board of directors of the Purchaser authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign execute this Agreement and the Assignment Documents on behalf of the Purchaser; execute and deliver those the Parties acknowledge and agree that all acts and transactions constituting Completion shall be regarded as a single transaction so that, at the option of the Assignment Documents Party who is interested in the carrying out of the relevant act or transaction, no action or transaction shall be deemed to which it is a signatory; have taken place unless and perform such until all other actions and transactions constituting Completion shall have taken place as provided in this Agreement. The Parties acknowledge the essential nature of this provision. 5.3 Each of the Parties shall and, if appropriate, shall ensure that its respective Affiliates shall execute such other documents and do all such other acts and things as may reasonably be required required, in order to effect the transfer the Interests to it. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the PurchaserPurchaser and to implement the transactions contemplated hereunder and otherwise to carry out the true intent of this Agreement. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

Completion. 4.1 (A) Subject to the terms and conditions of this Agreement, Completion under this Agreement shall take place at the offices of Niesar & ▇▇▇▇▇ LLP, 90 New ▇▇▇▇▇▇▇▇▇▇ Street, 9 Floor, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ on October 26, 2009 or such other place or date as the Seller at a time agreed by the Parties. 4.2 On the Completion Date Parties hereto may mutually agree in writing, when, except as indicated below, all but not part only of the following business referred to below shall be transacted: 4.2.1 The (i) the Purchaser shall: pay to the Seller, or pay in accordance with a direction from an Affiliate to an Affiliate, the Consideration as increased or decreased by the Working Capital Adjustment; shall deliver to the Seller (to the extent not already delivered prior to Completion) a copy of the releases, consents, approvals, confirmations certificate of incorporation and the by-laws (or waivers, if any, referred to in Clause 2.2 other constitutional documents) of the Purchaser and obtained minutes of a meeting of the board of directors or other governing body of the Purchaser approving the execution of this Agreement and issuance of the Stock Consideration by or on behalf the Purchaser and the performance of the Purchaser; deliver to the Seller (to the extent not already delivered prior to Completion) a copy, 's obligations under this Agreement certified as a true copy true, complete and in full force and effect correct copies by a director or the legal manager secretary of the Purchaser, of (i) a resolution of the board of directors of the Purchaser authorising its entry into the transactions contemplated by this Agreement; and, if relevant, ; (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Purchaser; execute and deliver those of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to it. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), shall deliver to the Purchaser a transfer of the Sale Shares, in the agreed form, duly executed in favour of the Purchaser together with the share certificates in respect of the Sale Shares; (iii) the Seller shall cause a board meeting of the Company to be held at which the Seller shall resign as director of the Company with effect from the later of the date of Completion. Alternatively, such action may be taken by execution of a letter of resignation of the sole director of the Company, with effect from the later of the date of Completion; (iv) the Seller shall cause a board meeting of the Company to be held at which the transfer of the Sale Shares shall, subject to the extent not already delivered prior relevant Instrument of Transfer being duly stamped be passed for registration and registered and the Company shall issue and deliver to Completion): the Assignment Documents duly executed Purchaser a new share certificate representing the Sale Shares. Alternatively, such action may be taken by all execution of an action by written consent of the Relevant Third Parties other than sole director of the Purchaser; a copy Company; (v) the Seller shall deliver to the Purchaser the written resignation as director of other releases, consents, approvals, confirmations or waivers, if any, the Company in the agreed form of the directors referred to in Clause 2.2 (iii) above; (vi) the statutory books, books of account, title deeds, all insurance policies and obtained receipts and other records and contracts and licenses and other documents, chops, seals and cheque books and other items belonging or relating to the Company as may be requested by or on behalf the Purchaser and which are in the possession and control of the Seller; a copy, certified ; (vii) the Purchaser shall pay to the Seller (or as a true copy the Seller may direct by written notice) US$300,000.00 in cash in immediately available funds in part payment and in full force consideration for the sale and effect by a director or the legal manager purchase of the SellerSale Shares, of (iby electronic transfer to such bank account(s) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated as may be notified by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the Purchaser. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completionin writing not less than 3 Business Days before the Completion Date (and if more than one such bank account is so notified, in such proportions as the Seller may specify in such notification) or by way of a bank draft issued by a licensed bank in USA; (viii) the Purchaser shall issue and deliver a promissory note in the sum of US$60,000.00 in favour of the Seller payable on the 30th day of June 2010; (ix) the Purchaser shall issue and deliver to the Seller share certificate, representing the Stock Consideration, issued and fully paid and duly registered in the name of the Seller; (x) the Seller shall pay to the Purchaser in cash in immediately available funds by electronic transfer to such bank account(s) as may be notified by the Purchaser to the Seller in writing not less than 3 Business Days before the Completion Date or by way of a bank draft drawn on a licensed bank in USA in favour of the Government of USA an amount representing any stamp duty payable by the Seller pursuant to Clause 3(C); (xi) ▇▇▇▇▇▇▇ ▇▇▇▇▇ shall pay to Purchaser US$15,000.00 in cash in immediately available funds by way of a bank draft issued by a licensed bank in USA; (xii) within 30 days of the Completion Date, ▇▇▇▇▇▇▇ ▇▇▇▇▇, alone or in conjunction with other investors, shall pay to Purchaser US$185,000.00 in cash in immediately available funds by way of a bank draft issued by a licensed bank in USA; (xiii) within 5 days of Purchaser's receipt of the funds described in Section 4(A)(xii) above, Purchaser shall pay to Seller US$40,000.00 in cash in immediately available funds by way of a bank draft issued by a licensed bank in USA; (xiv) the Seller shall transfer and assign all of Seller's right t title and interest in and to the ▇▇▇▇ "Sugar Made", Serial Number 77625286, to Purchaser, including, without limitation, the filing of an assignment of such ▇▇▇▇ from the Seller to Purchaser within a reasonable time after the Completion Date, but in no event later than 15 days following the Completion Date.

Completion. 4.1 6.1 Completion under this Agreement shall take place at the offices of AWI’s Solicitors (i) on the Seller last Business Day of the month in which the last of the Conditions has been satisfied in accordance with this Agreement, or (ii) if the last of the Conditions is satisfied less than five (5) Business Days from the end of the month, on the last Business Day of the following month, or (iii) at a such other time and venue as may be agreed by in writing between the PartiesParties (the “Completion Date”). 4.2 6.2 AWI shall notify (or shall procure a Group Company to notify) the Purchaser by e-mail no later than five (5) Business Days prior to the Completion Date of the following (the “Pre-Completion Notification”): (a) AWI’s good-faith estimate of the Consideration (the “Estimated Consideration”); and (b) the relevant bank accounts details into which the Consideration is to be paid on the Completion Date (the “AWI Account”). 6.3 On the Completion Date all but Date: (a) the Purchaser shall deliver or take (or cause to be delivered or taken) the documents and actions listed in Part 1 of Schedule 7 (Completion); and (b) subject to compliance with Clause 6.3(a), AWI shall deliver or take (or cause to be delivered and taken) the documents and actions listed in Part 2 of Schedule 7 (Completion). 6.4 If any foregoing provision of this Clause 6 is not part complied with in any material respect, the Purchaser (in the case of non-compliance by AWI) or AWI (in the following business case of non-compliance by the Purchaser) shall be transactedentitled (in addition to and without prejudice to all other rights or remedies available to it, including the right to claim damages) by written notice to the other Party, served on the Completion Date: 4.2.1 The Purchaser shall: pay (a) to effect Completion so far as practicable having regard to any defaults which have occurred; or (b) to fix a new date for Completion not being later than five Business Days following the Completion Date in which case the foregoing provisions of this Clause 6.4 shall apply to the SellerCompletion Date as so deferred; or (c) in the case of material non-compliance with Clause 6.3 (which, in the case of AWI, shall only arise where AWI has failed to deliver (or pay in accordance with a direction from an Affiliate to an Affiliateprocure the delivery of) paragraphs 1.1(a), the Consideration as increased 1.1(b) or decreased by the Working Capital Adjustment; deliver to the Seller 1.1(c) of Part 2 of Schedule 7 (to the extent not already delivered prior to Completion) a copy of the releases), consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Purchaser; deliver to the Seller (to the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director or the legal manager case of the Purchaser, shall only arise where the Purchaser has failed to pay the Consideration in accordance with paragraph 1.1 of Part 1 of Schedule 7 (iCompletion)) a resolution still persisting after the lapse of the board of directors of the Purchaser authorising its entry into Completion Date as deferred pursuant to Clause 6.4(b) to elect not to proceed with the transactions contemplated by this Agreement; and, if relevant, (ii) a Power set out herein whereupon the provisions of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Purchaser; execute and deliver those of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to itClause 4.17 shall apply. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the Purchaser. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

Completion. 4.1 5.1 Completion under this Agreement shall take place on 5th November 2013 at the offices of the Buyer’s Solicitors. 5.2 At Completion, the Seller at a time agreed shall deliver (where appropriate as agent for the Company) to the Buyer: 5.2.1 transfers in respect of the Sale Shares, duly executed by the Parties. 4.2 On the Completion Date all but not part Seller in favour of the following business shall be transacted:Buyer; 4.2.1 The Purchaser shall: pay to 5.2.2 certificates for the Seller, or pay in accordance with a direction from an Affiliate to an Affiliate, the Consideration as increased or decreased by the Working Capital Adjustment; deliver to the Seller (to the extent not already delivered prior to Completion) a copy of the releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 Sale Shares and obtained by or on behalf of the Purchaser; deliver to the Seller (to the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Purchaser, of (i) a resolution of the board of directors of the Purchaser authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Purchaser; execute and deliver those of the Assignment Documents to which it is a signatory; and perform such other actions and execute such any other documents as which may be required to transfer give good title to the Interests Sale Shares, and to it. 4.2.2 The Seller shall, after confirmation of receipt enable the Buyer to procure registration of the amounts payable under Clause 4.2.1(asame in its name; 5.2.3 the resignation of each of the directors (other than those requested in writing by the Buyer to remain) and of the secretary of the Company executed as a deed in the agreed form; 5.2.4 the Company's certificate of incorporation, certificate of incorporation on change of name (if applicable), deliver statutory registers, minute books, share certificate books and all other books (all duly written up to date); 5.2.5 certified copies of board resolutions of the Purchaser (to Company in the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; agreed form; 5.2.6 a certified copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or minutes recording the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into authorising, amongst other things, the transactions contemplated by sale of the Sale Shares and the execution of the transfers in respect of them, the execution and delivery of this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement the Tax Covenant and the Assignment Documents Disclosure Letter. 5.3 The Seller shall procure that the auditors of the Company will resign when requested to do so by the Buyer. 5.4 Provided that the Seller complies with all their obligations under clause 4, the Buyer’s Solicitors shall at Completion pay to the Seller a sum of $3,150,000 less the deposit of $200,000USD and $48,552USD which have already been paid by way of telegraphic transfer to the Seller’s Solicitor’s client account. 5.5 The solicitors to any party to this agreement are authorised to take delivery of any items under this agreement on behalf of the Seller; that party, and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests their receipt shall be a good discharge for those items to the Purchaser. 4.2.3 Title party (and the solicitors to the Interests shall pass from the Seller to the Purchaser upon Completionparty) making delivery.

Completion. 4.1 Completion under this Agreement shall take place at the offices of the Seller at a time agreed by the Parties. 4.2 On the Completion Date all but not part of the following business shall be transacted: 4.2.1 The Purchaser shall: pay to the Seller, or pay in accordance with a direction from an Affiliate to an Affiliate, the Consideration as increased or decreased by the Working Capital Adjustment; deliver to the Seller (to the extent not already delivered prior to Completion) a copy of the releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Purchaser; deliver to the Seller (to the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Purchaser, of (i) a resolution of the board of directors of the Purchaser authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Purchaser; execute and deliver those of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Other Interests to it. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Other Interests to the Purchaser. 4.2.3 Title to the Interests and the Other Interests shall pass from the Seller to the Purchaser upon Completion.

Completion. 4.1 6.1 Subject as hereinafter provided Completion under this Agreement shall take place at the offices of the Seller at a time agreed by the Parties. 4.2 On in China on the Completion Date all but not part between the hours of 9:00 a.m. to 5.00 p.m. or at such other place and between such other hours as may be agreed between the parties hereto. 6.2 On Completion the Vendor and the BVI Company shall deliver and produce to the Purchaser :- (a) duly executed transfers and contract notes of the following business shall be transacted: 4.2.1 The Sale Share in favour of the Purchaser shall: pay to and/or such person(s) as the SellerPurchaser may direct or nominate, or pay in accordance with a direction from an Affiliate to an Affiliate, the Consideration as increased or decreased accompanied by the Working Capital Adjustment; deliver to the Seller (to the extent not already delivered prior to Completion) a copy relative share certificates in respect of the releases, consents, approvals, confirmations Sale Share; (b) such waivers and/or consents and/or resolutions (whether members' or waivers, if any, referred to in Clause 2.2 and obtained directors') as the Purchaser may require duly signed by members and/or directors; (c) such shares or on behalf any documents of the Purchaser; deliver BVI Company as the Purchaser may require to enable the Seller (Purchaser and/or its representative or nominee to the extent not already delivered prior to Completion) a copy, certified be registered as a true copy and in full force and effect by a director or the legal manager holders of the Purchaser, of Sale Share; (id) a resolution written resolutions of the board members and/or of the directors of the BVI Company and of Vendor (as the Purchaser authorising its entry may require) approving and/or ratifying the entering into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Purchaser; execute and deliver those of the Assignment Documents to which it is a signatory; and perform due performance thereof; (e) such other actions and execute such other documents written evidence as may be required to transfer the Interests to it. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver reasonably satisfactory to the Purchaser (to prove that the directors of the BVI Company have, before the signing of this Agreement duly made, and will, before and on Completion, duly make full disclosure of their respective interests in, of or in relation to this Agreement or the transaction herein contemplated pursuant to the extent not already delivered prior to Completion): Law, the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy Articles of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf Association of the Seller; a copyBVI Company, and otherwise; (f) the originals as well as duly certified as a true copy and in full force and effect by a director or the legal manager copies of the Seller, board resolutions of the then existing directors :- (i) a resolution revoking all existing authorities to bankers in respect of the board operation of directors its bank accounts and giving authority in favour of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or such persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, nominate to transfer operate such accounts; (ii) appointing such persons (within the Interests maximum number permitted by the Articles of Association) as the Purchaser may nominate as directors; and (iii) approving the registration of the share transfers of the Sale Shares subject to the Purchaser.same being duly stamped; 4.2.3 Title (g) the Existing Management Accounts which must show full compliance with the terms and conditions of this Agreement; (h) the statutory books of the BVI Company which must be duly completed and written up to date; (i) all books, accounts, papers and records of the BVI Company; (j) the written resignations of all the then existing directors of BVI Company from their directorships with acknowledgements signed by each of them in a form annexed hereto as APPENDIX 1 to the Interests shall pass from effect that they have no claim against the Seller BVI Company for compensation for loss of office, fees or disbursements or otherwise whatsoever; (k) the written resignations of the then existing secretary of the BVI Company to take effect on the date of Completion with acknowledgements signed by him in a form annexed hereto as APPENDIX 1 to the Purchaser upon Completion.effect that he has no claim against the BVI Company for compensation for loss of office, fees or disbursements or otherwise whatsoever;

Completion. 4.1 6.1 Subject to Clause 5, Completion under this Agreement shall take place at the offices of the Seller at a time agreed Vendor's Solicitors by the Parties. 4.2 On not later than 12 noon on the Completion Date when all but not part (unless the parties otherwise agree) of the following business shall be transacted: 4.2.1 The 6.1.1 the Vendor shall complete the sale of the Terminals (upon the terms of the Property Conditions Schedules) and the Business and the Assets; 6.1.2 the Purchaser shall: shall pay to the Seller, or Vendor such sum as is provided for in Clause 4.1; 6.1.3 the Vendor shall pay in accordance with a direction from an Affiliate to an Affiliate, the Consideration as increased or decreased by Escrow Amount into the Working Capital Adjustment; deliver Escrow Account (and the Escrow Terms shall then apply thereto) for the repair of tanks 1 and 3 at the Runcorn terminal; 6.1.4 the Vendor shall give possession to the Seller (Purchaser of the Terminals and the Assets hereby agreed to be sold; 6.1.5 the Vendor and the Purchaser shall complete the sub-lease of ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ House, ▇▇▇▇▇▇▇▇▇'▇ Walk, Maidenhead; and 6.1.6 the Vendor shall deliver or make available to the extent not already delivered prior Purchaser: (a) the Books and Records; (b) such of the Assets as are capable of transfer by delivery (it being agreed that such delivery shall take place at the place where they are situated); (c) the software licences or registered user agreements for those I.T. Systems where the licences or agreements are equipment specific, together with assignments of such licences or agreements for those IT Systems which are subject to Completionassignable licences or agreements, and notices to the licensors for those licences identified as "equipment specific" (in each case as identified on the Schedule of Software Applications in Schedule 18); (d) duly executed assignments and/or novations of the Key Customer Contracts (and of such other Customer Contracts as may then be available) and consents thereto in the agreed form; (e) duly executed assignments and/or novations of such of the Supplier Contracts as may then be available; (f) the documents relating to the Permits described in Column 5 (under the heading "Completion Document") in Schedule 10; (g) a certified copy of the releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf Board resolutions passed at a meeting of the Purchaser; deliver to the Seller (to the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Purchaser, of (i) a resolution of the Vendor's board of directors of at which its directors shall have approved the Purchaser authorising its entry Vendor entering into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf agreements and arrangements contemplated under this Agreement; (h) releases under seal of any Encumbrance to which any of the Purchaser; execute and deliver those of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to it. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents Assets are subject duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests those entitled to the Purchaser. 4.2.3 Title to benefit thereof, provided that for the Interests shall pass from the Seller to the Purchaser upon Completion.purposes of this clause 6.1.6

Completion. 4.1 Completion under this Agreement shall take place on, and in any event by no later than the first Business Day immediately after, the date of ATA Completion at the offices of ▇▇▇▇▇▇▇▇▇ and May at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ (or at such other place as the Seller at a time agreed by the Partiesparties may agree). 4.2 On or before the Completion Date all but not part date of Completion, the Company shall procure that a meeting of the following business Board shall be transactedheld at which the Board will approve and authorise: 4.2.1 The Purchaser shall: pay (a) the issue and allotment of the Subscription Shares, credited as fully paid, to the SellerInvestor, or free from Encumbrances and ranking pari passu in all respects with the existing Shares; (b) the entry of the Investor’s name in the Company’s register of members as holder of the Subscription Shares; and (c) the Company Secretary to file all appropriate resolutions and forms with the Registrar of Companies within the time limits prescribed for filing each of them. 4.3 On the date of Completion: (a) the Investor shall pay an amount in accordance with a direction from an Affiliate to an Affiliate, the Consideration as increased or decreased by the Working Capital Adjustment; deliver cash in immediately available funds equal to the Seller (Subscription Amount to the extent not already delivered Company by electronic transfer to the Company’s bank account (details of which shall be provided to the Investor in writing at least 5 Business Days prior to Completion) and payment made in accordance with this sub-clause 4.3(a) shall discharge the obligations of the Investor under clause 2.1 (Subscription); and (b) the Company shall: (i) deliver to the Investor a copy of the releases, consents, approvals, confirmations or waivers, if any, minutes of the meeting of the Board referred to in Clause 2.2 and obtained by or on behalf clause 4.2; and (ii) procure the crediting of the Purchaser; Subscription Shares to the CREST account of the Investor as shall have been notified to the Company by the Investor in writing at least three (3) Business Days prior to Completion unless the Investor has served notice pursuant to clause 2.3(b), when in such circumstances it shall execute and deliver to the Seller (to the extent not already delivered prior to Completion) Investor a copy, certified as a true copy and share certificate in full force and effect by a director or the legal manager respect of the PurchaserSubscription Shares. 4.4 The Company shall procure that Admission occurs on the Business Day next following the date of Completion. 4.5 The Company shall procure that, of (i) a resolution promptly after Completion, the Investor is registered as the holder of the board of directors Subscription Shares in accordance with regulation 20 of the Purchaser authorising its entry into CREST Regulations unless the transactions contemplated by this Agreement; andInvestor has served notice pursuant to clause 2.3(b), if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and when in such circumstances it shall enter the Assignment Documents on behalf name of the Purchaser; execute and deliver those Investor in the register of members in respect of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to itSubscription Shares. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the Purchaser. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

Completion. 4.1 6.1 Completion under this Agreement shall take place on the Completion Date at the offices of the Purchaser’s or the Seller Lawyers, in each case taking into account applicable tax considerations, or at a time such other place as is agreed in writing by the PartiesSeller and Purchaser. 4.2 On 6.2 At Completion the Seller shall undertake those actions listed in Part 1of Schedule 2 (Completion Date all but not part Arrangements) and the Purchaser shall undertake those actions listed in Part 2 of Schedule 2 (Completion Arrangements). Payment of the following business shall be transacted: 4.2.1 The Purchaser shall: pay Closing Amount to the Seller’s Designated Account shall discharge the obligations of the Purchaser (a) pursuant to Clause 6.4 and (b) to pay the Closing Amount, and the Purchaser shall not be concerned as to the application of the Closing Amount between the Relevant Sellers. 6.3 If: (i) the Seller breaches its obligations under Clause 6.2 and under paragraph 1, 2.3, 2.5, 3.2, 3.4, 3.5, 3.6 or pay in accordance with a direction from an Affiliate to an Affiliate3.7 of Part 1 of Schedule 2 (Completion Arrangements); or (ii) the Purchaser breaches its obligations under Clause 6.2 and under paragraph 1, 2, 3 or 4 of Part 2 of Schedule 2 (Completion Arrangements) on the Consideration as increased or decreased by the Working Capital Adjustment; deliver to Completion Date, the Seller (to in the extent not already delivered prior to Completion) case of a copy of the releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained breach by or on behalf of the Purchaser; deliver to the Seller (to the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director or the legal manager Purchaser (in the case of a breach by the Purchaser, of (iSeller) a resolution of the board of directors of the Purchaser authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons shall not be obliged to sign complete this Agreement and the Assignment Documents Seller or, as the case may be, the Purchaser, may elect by notice in writing to the other to: (a) defer Completion (with the provisions of this Clause 6 applying to Completion as so deferred); (b) proceed to Completion as far as practicable (without limiting its rights and remedies under this Agreement); or (c) treat this Agreement as terminated for breach of condition subject to, and on the basis set out in, Clause 13.5. 6.4 Immediately following Completion but on the Completion Date: (a) the Purchaser shall procure that each relevant Group Company repays to the relevant member of the Seller’s Group (other than another Group Company) the amount of any Estimated Intra-Group Financing Payables in respect of that Group Company, and shall acknowledge on behalf of each relevant Group Company the Purchaser; execute and deliver those payment of the Assignment Documents to which it is a signatoryEstimated Intra-Group Financing Receivables in accordance with Clause ‎6.4(b); and perform such other actions and execute such other documents as may be required to transfer and (b) the Interests to it. 4.2.2 The Seller shall, after confirmation of receipt shall procure that each relevant member of the amounts payable under Clause 4.2.1(a), deliver Seller’s Group (other than a Group Company) repays to the Purchaser (to relevant Group Company the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy amount of other releasesany Estimated Intra-Group Financing Receivables in respect of that Group Company, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or shall acknowledge on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager each relevant member of the Seller, of (i) a resolution ’s Group the payment of the board of directors of Estimated Intra-Group Financing Payables in accordance with Clause ‎6.4(a). 6.5 The repayments made pursuant to Clause 6.4 shall be adjusted in accordance with Clause 7.4 when the Seller authorising its entry into the transactions contemplated by this Agreement; andClosing Statement becomes final and binding in accordance with Clause ‎7.2(a). 6.6 The Parties agree that notwithstanding Clause 6.1, if relevantany Local Transfer Document is required to be notarised, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and relevant Parties shall execute such other documents as document on the Purchaser may reasonably require, to transfer Completion Date at a mutually convenient location where a notary with the Interests to the Purchaserrequired qualification will be present. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

Completion. 4.1 Completion (a) The obligations of the Subscriber under this Agreement shall take place to deposit the Subscription Funds at Completion are conditional upon the offices following conditions being satisfied or waived by such Subscriber in writing: (i) the Company not being in material breach of this Agreement at Completion; (ii) each of the Seller Warranties remaining true and accurate in all material respects at a time agreed by Completion; (iii) the Parties. 4.2 On the Completion Date all but not part passing of the following business shall be transacted: 4.2.1 The Purchaser shall: pay to the Seller, or pay in accordance with a direction from an Affiliate to an Affiliate, the Consideration as increased or decreased by the Working Capital Adjustment; deliver to the Seller (to the extent not already delivered prior to Completion) a copy of the releases, consents, approvals, confirmations or waivers, if any, resolutions referred to in Clause 2.2 and obtained by or on behalf 4.2 (b) herein; (iv) the results of the Purchaser; deliver due diligence regarding Intellectual Property Rights and scientific and regulatory matters relating to the Seller (Company and its operations conducted by the Subscriber and/or his/her advisers being satisfactory to the extent Subscriber; (v) any and all rights of pre-emption or restriction on issue in respect of the Subscription Shares and other matters contemplated in this Agreement conferred on any persons under the articles of association of the Company or otherwise being waived irrevocably by the persons entitled to them; (b) The obligations of the Company under this Agreement to issue the Subscription Shares at Completion are conditional upon the following conditions being satisfied or waived by the Company in writing: (i) The Subscriber not already delivered prior being in material breach of this Agreement at Completion; (ii) The grant of the Power of Attorney in substantially the form and content of the power of attorney attached in the Third Schedule herein; and (iii) The passing of the resolutions referred to Completionin Clause 4.3 (c) a copyherein; (bb) For the avoidance of doubt, certified the Subscriber herein h▇▇▇▇▇ agrees and undertakes to do all things and take all steps as a true copy are necessary to grant, execute and deliver the Power of Attorney upon the terms and conditions set out therein. (c) The Company and/or the Subscriber may waive all or any of the conditions set out in this Agreement with respect to the other Party’s obligations only on such terms and conditions as it may deem appropriate. (d) In the event of any of the conditions in Clause 3.1(a) and/or (b) not being satisfied or waived by the Company and/or the Subscriber (as applicable) by 15 April 2021 (or such later date as the Parties may agree in writing) then the provisions of this Agreement (with the exception of those set out in 7, 8, 8A, 9, 11, 12 and 13 which shall continue in full force and effect) shall forthwith terminate and cease to be of effect by a director and save as aforesaid no Party shall have any further liability under or pursuant to the legal manager provisions of this Agreement provided that such termination shall be without prejudice to the accrued rights and liabilities of the Purchaser, of (i) a resolution of the board of directors of the Purchaser authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Purchaser; execute and deliver those of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to it. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered Parties occurring prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the Purchasertermination. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

Completion. 4.1 Unless otherwise agreed, Completion under this Agreement shall take place at the offices of the Seller at a time agreed by Company’s principal place of business on or before 5:00 p.m. on the PartiesCompletion Date. 4.2 On the Completion Date all but not part of the following business shall be transactedCompletion: 4.2.1 The Purchaser shall: pay to (a) the Seller, or pay in accordance with a direction from an Affiliate to an Affiliate, the Consideration as increased or decreased by the Working Capital Adjustment; Vendors shall deliver to the Seller Purchaser: (i) duly executed transfers of the Sale Shares in favour of the Purchaser together with the share certificates therefor or an indemnity in a form reasonably required by the Purchaser in the case of any missing share certificates; and (ii) all the constitutive documents of the Company, including (without limitation) the certificates of incorporation, certificates of incorporation on change of name (if any), memorandum and articles of association, the common seals and company chops, minute books, registers of members and registers of directors (both duly written up to date), share certificate books and all other statutory records and documents of the Company; (b) the Vendors shall procure that a written resolution of all directors of the Company be passed at which the following shall be approved: (i) the transfers of the Sale Shares; (ii) the entry of the name of the Purchaser into the register of members of the Company; and (iii) all such other business as the Purchaser shall reasonably require to vest in the Purchaser the beneficial ownership of the Sale Shares; and (c) the parties hereto shall procure that each of the Transaction Documents be executed and delivered by the parties thereto. 4.3 The Vendors and the Company hereby agree that each of the Prior Agreements shall be deemed terminated and cease to have any effect as of the Completion and shall take any such actions and execute any such documents as are necessary to terminate the Prior Agreements. 4.4 Subject to the extent not already delivered prior conclusion of the matters referred to Completionin Clause 4.2 above, the Purchaser shall within three Business Days from the Completion Date: (i) issue and allot the Consideration Shares, credited as fully paid to each of the Vendors or as he/it may direct in writing as set out in Clause 3 above; and (ii) deliver to the Vendors a copy of the releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf register of the Purchaser; deliver to the Seller (to the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Purchaser, of (i) a resolution of the board of directors members of the Purchaser authorising its entry into evidencing the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement issue and the Assignment Documents on behalf allotment of the Purchaser; execute and deliver those relevant number of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to it. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver Consideration Shares to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations Vendors or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the Purchasertheir named allottees respectively. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

Completion. 4.1 5.1 On Completion, the sales and purchases of the Shares shall be completed in the order specified below with Completion under this Agreement shall take taking place at the offices of the Seller Buyer’s Solicitors on the fifth Business Day after the day on which all the conditions specified in clause 2.1(a) to 2.1(j) have been satisfied or waived or at a time agreed such other place or time, or on such other date, as the parties may agree: (a) first, the sale of the Indirect Sale Shares by the PartiesODL Shareholders to the C-Corp Sellers; (b) secondly, the sale of the Indirect Sale Shares by the C-Corp Sellers to the Buyer; and (c) thirdly, the sale of the Direct Sale Shares by the ODL Shareholders to the Buyer. 4.2 On the Completion Date all but not part 5.2 Insofar as they are able each of the following business ODL Sellers shall on Completion do, or procure to be done, the things specified in Schedule 5 (in so far as they have not already been done). The obligations of Gardenparty and the Adhering ODL Sellers pursuant to this clause 5.2 shall be transactedlimited to obligations relating to their own Shares within their personal control including voting their Shares in favour of any shareholder resolutions proposed to implement any matter specified in Schedule 5. 5.3 Following the performance of the ODL Sellers’ obligations under clause 5.2, the Buyer shall on Completion - (a) deliver one counterpart of the LLC Agreement executed by the Buyer to the C-Corp Sellers reflecting the issue of the Buyer Initial Share to the C-Corp Sellers and the ability to issue the Buyer Performance Share; (b) procure that: 4.2.1 The Purchaser shall: pay to the Seller, or pay in accordance with a direction from an Affiliate to an Affiliate, the Consideration as increased or decreased by the Working Capital Adjustment; deliver to the Seller (to the extent not already delivered prior to Completion) a copy of the releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Purchaser; deliver to the Seller (to the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Purchaser, of (i) a resolution ▇▇▇▇▇▇ ▇▇▇▇▇▇ Wellesley be appointed as an observer of the board of directors of the Purchaser authorising its entry into Buyer as the transactions contemplated by this Agreement; andinitial C-Corp Sellers’ board observer representative (such observer being entitled to receive notice of, if relevantand attend meetings, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Purchaser; execute and deliver those of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to it. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into Buyer as if he were a director of the transactions contemplated Buyer but not counting towards quorum or being entitled to speak or vote at any such meetings) and (ii) ▇▇▇▇▇▇▇ Naldini (or a substitute acceptable to the board of directors of the Buyer) be approved as an alternate observer of the board of directors of the Buyer for ▇▇▇▇▇▇ ▇▇▇▇▇▇ Wellesley; and (c) deliver the items specified in Part B of Schedule 5 duly executed by the Buyer. 5.4 The Buyer may make any payment due to the ODL Sellers under this AgreementAgreement and deliver the items specified in clause 5.3 to the Sellers’ Solicitors, whose receipt shall be a sufficient discharge to the Buyer and the Buyer shall have no duty to see that any items delivered to the Sellers’ Solicitors are further delivered or applied in any particular way. The ODL Sellers may deliver the items specified in clause 5.2 to the Buyers’ Solicitors whose receipt shall be a sufficient discharge to the ODL Sellers and the ODL Sellers shall have no duty to see that any items delivered to the Buyer’s Solicitors are further delivered or applied in any particular way. 5.5 If the ODL Sellers fail to comply with any of their obligations under clause 5.2 on or before the date fixed for Completion (whether by clause 5.1 or by a notice given pursuant to clause 5.5(b) below), the Buyer may, without prejudice to the Buyer’s rights or remedies which it may have under this Agreement and which in the case of repudiation are set out at clauses 5.5(b) and 5.7: (a) complete the sale and purchase of the Shares (so far as is practicable) on the date so fixed; or (b) by written notice to the Sellers’ Representative, defer Completion to a place, time and date, being a Business Day not less than 5 Business Days and not more than 25 Business Days after the date of the notice, and the provisions of clauses 5.2 and 5.3 shall apply to Completion so deferred and, if relevantin such written notice, (iithe Buyer specifies that the ODL Sellers’ failure constitutes a repudiatory breach, then the time and date for the deferred Completion shall be not less than 20 Business Days and not more than 25 Business Days after the date of the notice and the provisions of clauses 5.2 and 5.3 shall apply to Completion so deferred. 5.6 If the Buyer defers Completion in accordance with clause 5.5(b) above, it shall specify in the written notice referred to in clause 5.5(b) any breach of obligation it considers to be a Power of Attorney authorising a person repudiatory breach. 5.7 The Buyer acknowledges that it shall not be entitled to rescind or persons to sign repudiate this Agreement except the Buyer shall be entitled to rescind this Agreement where there has been a repudiatory breach by the ODL Sellers, notice has been given in accordance with clause 5.5(b) and such repudiatory breach has not been remedied by the Assignment Documents on behalf date of the Seller; and perform such other actions and execute such other documents Completion as the Purchaser may reasonably require, to transfer the Interests to the Purchaserdeferred in accordance with clause 5.5(b). 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

Completion. 4.1 10.1 Completion under this Agreement shall take place at the offices of ▇▇▇▇▇▇ N.V. in Amsterdam as soon as possible after the date on which the last Condition Precedent under clause 8.1 is satisfied or, where permitted, waived in writing by the relevant Party or Parties, save as the Seller at and the Purchaser may agree otherwise in writing, which is expected to occur on or about five April 2012. 10.2 Following the conclusion of the Economic Ownership Transfer Agreement and the execution of the Deed of Assignment in the Interim Period in accordance with clause 6.2, the Business shall be transferred by the Seller to the Purchaser by means of the execution by one of the notaries of ▇▇▇▇▇▇ N.V. of a time notarial deed of contribution in kind (akte van inbreng) (the “Deed of Contribution”) to be mutually agreed by the PartiesSeller and the Purchaser acting in good faith, pursuant to which the (class B) ordinary shares in the capital of the Purchaser underlying the uniQure DRs shall be issued to the Trust Foundation, with the Trust Foundation immediately subsequent issuing the uniQure DRs to the Seller. By means of the execution of the Deed of Contribution — as a consequence of which the Business shall be transferred — the Seller shall transfer to the Purchaser and the Purchaser shall accept from the Seller on the Completion Date: (A) the Loan Notes and the Convertible Loan Note Agreement at a value equal to the nominal value and accrued interest and transfer of contract — the Parties agree and acknowledge that any and all rights under the Loan Notes and the Convertible Loan Note Agreement to convert any amount due under any Loan Note into shares in the Seller are terminated and extinguished as of the moment and by means of the execution of the Deed of Contribution; (B) the Administration (also by giving the Purchaser possession (bezitsverschaffing) thereto and, if necessary, notification to third parties holding (parts of) the Administration for the Group); (C) the Seller Loans at a value equal to the nominal value and accrued interest, in the event the Seller has not transferred the legal title to and economic ownership of these Seller Loans to the Subsidiaries between the Signing Date and the Completion Date, due to the existence of materially adverse consequences for the Seller or the Subsidiaries; and (D) the Sale Shares. 4.2 On 10.3 To transfer the Business, on the Completion Date all but not part of the following business Purchaser shall be transacted: 4.2.1 The Purchaser shall: pay assume from the Seller and the Seller shall transfer to the SellerPurchaser the Guarantees, or pay in accordance with a direction from an Affiliate to an Affiliate, the Consideration as increased or decreased by the Working Capital Adjustment; deliver to whilst the Seller (to the extent not already delivered prior to Completion) a copy of the releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Purchaser; deliver to the Seller (to the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Purchaser, of (i) a resolution of the board of directors shall forthwith upon request of the Purchaser authorising its entry into request the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf creditors of the Purchaser; execute and deliver those Guarantees in writing for their consent to the transfer of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to it. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests Guarantees to the Purchaser. 4.2.3 Title to 10.4 To the Interests shall pass from extent any Employees are employed by Seller and not by the Seller Subsidiaries and have not been transferred to the Purchaser upon Completionon the Completion Date as a result of the transfer of the Sale Shares such Employees (and the rights and obligations under the employment agreements with such Employees in force at the Completion Date) will be transferred to the Purchaser by operation of law as a result of transfer of undertaking (overgang van onderneming) in accordance with section 7:663 et sec. DCC. 10.5 The Purchaser shall procure the due compliance with section 2:204b DCC in relation to the contribution in kind by means of the Deed of Contribution, including the preparation of the description of the contribution and the preparation of the auditor’s statement.

Completion. 4.1 5.1 Subject to fulfilment (or waiver by the Purchaser) of the Conditions, Completion under this Agreement shall take place at 10:00 a.m. on the offices of the Seller Completion Date, at a 20/F, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇-▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ (or at such other place and time as may be agreed by the PartiesParties in writing) when all (but not some only) of the events described in this Clause 5 shall occur. 4.2 On the Completion Date all but not part of the following business shall be transacted: 4.2.1 The Purchaser shall: pay to the Seller, or pay in accordance with a direction from an Affiliate to an Affiliate5.2 At Completion, the Consideration as increased or decreased by Vendor and the Working Capital Adjustment; Vendor Guarantor shall deliver to the Seller (to the extent not already delivered prior to CompletionPurchaser: 5.2.1 duly executed transfer form(s) a copy in respect of all of the releases, consents, approvals, confirmations Sale Shares in favour of the Purchaser or waivers, if any, its wholly owned subsidiary referred to in Clause 2.2 and obtained 2 designated by the Purchaser or on behalf the nominee(s) of either of them together with (in respect of the Purchaser; deliver relevant physical Sale Shares) the relative share certificate(s) and/or (in respect of the relevant Sale Shares held in CCASS) the relevant instructions to the Seller (relevant CCASS participant(s) to effect the extent not already delivered prior to Completiontransfer(s) a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Purchaser, of (i) a resolution of the board of directors of the Purchaser authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Purchaser; execute and deliver those of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to it. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver relevant Sale Shares through CCASS to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, its wholly owned subsidiary referred to in Clause 2.2 and obtained 2 designated by the Purchaser or on behalf such person(s) having an account(s) with CCASS as may be notified in writing by the Purchaser to the Vendor at least 2 Business Days prior to the Completion Date; 5.2.2 certified copies of the Seller; a copyminutes of the meetings of directors, certified as a true copy and in full force and effect by a director or the legal manager written approvals of the Sellerdirectors (as the case may be), of (i) a resolution each of the board Vendor and the Vendor Guarantor required to authorise the execution and completion of directors this Agreement by the Vendor and the Vendor Guarantor, and the performance by the Vendor and the Vendor Guarantor of their respective obligations hereunder; 5.2.3 legal opinions from legal counsel for the Seller authorising its entry Vendor and the Vendor Guarantor in their respective jurisdictions of incorporation, confirming that the Vendor and the Vendor Guarantor are each validly incorporated and have the capacity to enter into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and that this Agreement constitutes the Assignment Documents legal, valid and enforceable obligations of each of them; and 5.2.4 if Hong Kong stamp duty is payable on behalf the transfer of the Seller; Sale Shares, a cheque drawn in favour of "The Government of the Hong Kong Special Administrative Region" in the amount of the Vendor's 50% share of the estimated stamp duty payable in respect of the sale and perform such other actions and execute such other documents as purchase of the Purchaser may reasonably require, to transfer the Interests to the PurchaserSale Shares. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

Completion. 4.1 4.1. On the Completion under this Agreement Date, the events set out in Clause 4.2 shall take place at in the offices of sequence set out below. It is clarified that Completion shall not be considered to be consummated, unless all the Seller at a time agreed by actions set out under Clause 4.2 are consummated in accordance with the Partiesterms set out therein. 4.2 4.2. On the Completion Date all but not part of the following business shall be transactedDate: 4.2.1 4.2.1. The Purchaser shall: pay to the Seller, or pay in accordance with a direction from an Affiliate to an Affiliate, the Consideration as increased or decreased by the Working Capital Adjustment; Seller shall deliver to the Purchaser the duly executed Tax Status Letter; 4.2.2. the Seller (shall deliver to the extent not already delivered prior to Completion) Purchaser, a copy of the releasespopulated irrevocable and unconditional delivery instruction slip instructing the depository participant to debit the Sale Shares from the Seller’s Demat Account and to credit the Sale Shares to the Purchaser’s Demat Account. 4.2.3. the Purchaser shall issue irrevocable instructions to its respective banker to remit by wire transfer, consents, approvals, confirmations or waivers, if any, the Sale Consideration to the Seller’s Bank Account and cause its banker to issue the Unique Transaction Reference number (“UTR”) evidencing remittance of the Sale Consideration to Seller’s Bank Account and shall provide a copy of such instructions and UTR to the Seller. 4.2.4. Immediately upon receipt of the UTR referred to in Clause 2.2 4.2.3, the Seller shall deliver to its depository participant duly signed, irrevocable and obtained unconditional delivery instruction slips instructing them to debit the Sale Shares held by or on behalf of it from the Seller’s Demat Account and to credit the Sale Shares to the Purchaser; deliver to the Seller (to the extent not already delivered prior to Completion) a copy, certified as a true copy ’s Demat Account and in full force and effect by a director or the legal manager of the Purchaser, of (i) a resolution of the board of directors of shall provide the Purchaser authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Purchaser; execute and deliver those of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to it. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; with a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf the irrevocable delivery instructions slip along with a copy of the Seller; acknowledgement provided by the depository participant in connection with receipt of such signed delivery instruction slip. 4.2.5. the Seller shall cause the Company to convene a copy, certified as a true copy and in full force and effect by a director or the legal manager meeting of the Seller, of Board for: (ia) a resolution taking on record the transfer of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the Purchaser. 4.2.3 Title to the Interests shall pass Sale Shares from the Seller to the Purchaser; and (b)authorizing any director of the Seller to deliver to the Purchaser upon Completionthe certified true copies of the aforementioned resolutions. 4.2.6. the Seller shall provide to the Purchaser certified true copies of the resolutions set out in Clause 4.2.5 above. For the avoidance of doubt, the actions/transactions contemplated in Clauses 4.2.1 to 4.2.6 shall be deemed to occur simultaneously. 4.3. In the event that the Purchaser has remitted the Sale Consideration pursuant to Clause 4.2.3 and the Seller is unable to undertake the actions set out in Clause 4.2.4 in the manner and within the time envisaged in this Agreement or the Seller becomes aware of a fact or circumstance that is reasonably likely to prevent any of the actions set out in Clause 4.2.4 from being satisfied in accordance with Clause 4.2.4, then, without prejudice to the rights of the Purchaser under this Agreement or under Applicable Law, the Seller shall at the Purchaser’s sole option, either (a) perform his obligations under Clause 4.2.4 and transfer the Sale Shares to the Purchaser; or (b) immediately refund to the Purchaser, the entire Sale Consideration paid by the Purchaser to the Seller. 4.4. The Seller undertakes: (a) to file his income-tax return in accordance with Income Tax Act, which shall include complete disclosure of this Transaction and provide a written confirmation to that effect withing ten Business Days of filing; and (b) remain a resident of India for the purposes of the Income Tax Act and the FEMA Regulations till the end of the financial year in which the Completion occurs. 4.5. The Purchaser shall extend full assistance to the Seller as required to ensure the valid transfer of the Sale Shares to the Purchaser, including, but not limited, providing all necessary documents required for the purposes of an effective transfer of the Sale Shares and filing of Form FC-TRS by the Seller as specified in Clause 5.2 below. 4.6. In the event the Completion does not occur within 30 (Thirty) Business Days of the Effective Date or the Long Stop Date (whichever is later), then, unless otherwise mutually agreed between the Parties in writing, this Agreement shall automatically terminate, without any liabilities or obligations on either Party whatsoever.

Completion. 4.1 Completion under this Agreement Subject to the satisfaction or waiver of the Conditions Precedent [and Clause 4.5] completion of the sale and purchase of the Asset shall take place at the offices of the Seller at a time agreed by the Parties. 4.2 On on the Completion Date all but not part of at the Completion Venue when the following business shall be transacted:take place in the following order:- 4.2.1 The Purchaser shall: pay to (a) the Seller, or pay in accordance with a direction from an Affiliate to an Affiliate, the Consideration as increased or decreased by the Working Capital Adjustment; Seller shall:- (i) deliver to the Seller (to the extent not already delivered prior to Completion) a copy Purchaser copies of the releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf Secretary of the Purchaser; State Consents; (ii) deliver to the Seller Purchaser the Completion Documents duly executed by all of the parties thereto other than the Secretary of State and the Purchaser; (iii) deliver to the extent not already delivered prior to Completion) Purchaser a copy, certified as a true copy and (in full force and effect by a director or the legal manager accordance with section 3 of the Purchaser, Powers of (iAttorney Act 1971) a resolution of the board of directors of the Purchaser authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf execution of the Purchaser; execute and deliver those of the Assignment Completion Documents to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to it. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; and [(iv) deliver written confirmation that the Condition Precedent referred to at Clause 2.2.4 has been fulfilled.] (b) the Purchaser shall:- (i) pay to the Seller the Consideration together [with interest accrued pursuant to Clause 3.2] by means of a direct transfer in cleared readily available funds to the Seller's Account no later than close of business London time, on the Completion Date; (ii) execute all the Completion Documents to which it is to be party and deliver copies thereof, certified as true copies, to the Seller; (iii) deliver to the Seller a copy, certified as a true copy and [(in full force and effect by a director or the legal manager accordance with section 3 of the Seller, Powers of (iAttorney Act 1971) a resolution of the board Power of directors Attorney] authorising the execution of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Completion Documents on behalf of the SellerPurchaser; (iv) [deliver to the Operator a letter of credit in the form and amount agreed with the Operator to the Purchaser's liability pursuant to the Decommissioning Agreement]; and (v) deliver to the Seller the Deed of Indemnity, duly executed by the Purchaser and perform such other actions [ ]. 4.2 Each of the Parties shall, and shall procure that its respective Affiliates shall, execute such other documents and do all such other acts and things as may reasonably be required in order to effect the disposal of the Asset to the Purchaser and otherwise carry out the true intent of this Agreement. 4.3 The Seller shall deliver to the Purchaser the Asset Data, the Asset Documents, the Data Room Documents and such other documentation relevant to the Asset as the Purchaser may reasonably requirerequest as soon as practicable following the Completion Date but no later than 30 days following the Completion Date. 4.4 If Completion does not take place on or before 2400 hours on [ ], either Party may terminate this Agreement by written notice to the other, to transfer be without prejudice to rights and obligation accrued prior to termination.] 4.5 [If, prior to Completion, material loss or damage is sustained to any of the Interests Asset Property, the Purchaser shall not be obliged to complete the Purchaser. 4.2.3 Title sale and purchase of the Asset and shall have the right by notice in writing to the Interests shall pass from the Seller to terminate this Agreement without prejudice to rights and obligations accrued prior to termination.] [See 2.2.4]. 4.6 [Completion under this Agreement and completion under the Purchaser upon CompletionConnected Agreement shall take place simultaneously.]

Completion. 4.1 5.1 Completion under this Agreement shall take place at the offices of Studio Legale Bird & Bird, in Milan, at 10 a.m., on the 5th (fifth) Business Day following the date on which all the Conditions Precedent set forth in Clause 4.1 shall have been fulfilled (the “Completion Date”), or at such other place, date and time as the parties may hereafter agree in writing. 5.2 At Completion the Seller at a time agreed by and the PartiesPurchaser shall comply with their respective obligations set out in Schedule 11. 4.2 On 5.3 If the obligations of the Seller or the Purchaser under Schedule 11 are not complied with on the Completion Date all but not part in any material respect, the Purchaser (in the case of default by the following business Seller) or the Seller (in the case of a default by the Purchaser) shall be transacted: 4.2.1 The entitled (in addition to and without prejudice to all other rights and remedies available) by written notice to the Purchaser shall: pay to or the Seller, as the case may be: (a) to defer Completion for a period of up to ten (10) Business Days (provided always that such date is prior to the Long Stop Date) so that the provisions of this Clause 5 shall apply to Completion as so deferred; (b) to require the parties to proceed to Completion as far as practicable, having regard to the defaults which have occurred; and (c) subject to Completion having first been deferred for a period of at least ten (10) Business Days under Clause 5.3(a) and the parties having used reasonable endeavours to effect Completion during that period, to terminate this Agreement by notice in writing to the Purchaser or the Seller, as the case may be. 5.4 All amounts expressed to be payable to the Seller pursuant to any provision of this Agreement shall be paid (without set-off or deduction) to the Designated Account, and the receipt of each such amount in the Designated Account shall be an absolute discharge to the Purchaser of the obligation to pay such amount and the Purchaser shall not be concerned to see to the application of any such amount thereafter. 5.5 All actions and transactions constituting the Completion pursuant to this Agreement (including, without limitation, this Clause 5 and Schedule 11), as well as all actions and transactions constituting the Completion under the Oss SPA, shall be regarded as one single transaction so that, at the option of the party having interest in the performance of the relevant specific action or transaction, no action or transaction constituting the Completion shall be deemed to have taken place if and until all other actions and transactions constituting the Completion shall have been properly performed in accordance with a direction from an Affiliate to an Affiliate, the Consideration as increased or decreased by the Working Capital Adjustment; deliver to the Seller (to the extent not already delivered prior to Completion) a copy provisions of the releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Purchaser; deliver to the Seller (to the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Purchaser, of (i) a resolution of the board of directors of the Purchaser authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Purchaser; execute and deliver those of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to itOss SPA. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the Purchaser. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

Completion. 4.1 Completion under this Agreement shall take place at the offices of the Seller at a time agreed Investors’ Solicitors immediately upon the conditions set out in Clause 2.1(a) being satisfied or waived by the Parties. 4.2 On Investors (or such other place and time as the Completion Date Company and the Investors may agree) when all but not part of the following business matters shall be transacted: 4.2.1 The Purchaser shall: pay to the Seller, or pay in accordance with a direction from an Affiliate to an Affiliate, the Consideration as increased or decreased by the Working Capital Adjustment; deliver to the Seller take place (to the extent they have not already delivered taken place prior to Completion); (a) the subscription by each of Atlas VI, Atlas VI KG and Atlas EF VI for an aggregate of 12,185 ‘A’ Shares at a copy price of EUR574.4768 per share (giving an aggregate subscription price of EUR6,999,999.81) (the number of shares to be subscribed by each of the releasesAtlas entities being set out opposite its name in Part 3 of Schedule 1), consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Purchaser; deliver which subscription price shall be delivered to the Seller (to Company in the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Purchaser, form either of (i) a resolution bank draft drawn in favour of the board of directors of the Purchaser authorising its entry into the transactions contemplated by this Agreement; and, if relevant, Company or (ii) a Power telegraphic transfer to the Company’s bank account with Ulster Bank, Sort Code: 98-50-10, Account Number ▇▇▇▇▇▇▇▇; (b) the existing Directors shall hold a board meeting of Attorney authorising a person or persons the Company at which: (i) the ‘A’ Shares subscribed by Atlas in accordance with Clause 2.2(a) shall be issued and allotted; (ii) ▇▇▇▇▇▇ De Rycker shall be appointed as the Atlas Director; (iii) ▇▇▇▇▇▇ ▇▇▇▇▇ as the secretary of the Company shall be instructed to sign this Agreement write up the register of members of the Company to reflect the issue and subscription and payment referred to in Clause 2.2(a) and share certificates in respect of the Assignment Documents ‘A’ Shares referred to in Clause 2.2(a) shall be issued in favour of and delivered to Atlas; (iv) the following documents shall be approved and their execution on behalf of the PurchaserCompany be authorised: (A) the Anti-Dilution Warrants; execute and (B) the Management Rights Letters; (v) any other matters shall be dealt with in order that the details of the Company shall be as set out in Schedule 2 Part 2; (c) the Company shall sign and deliver those the Anti-Dilution Warrants to the Investors and the Management Rights Letter to Atlas; and (d) the Company shall redeem the Convertible Loan Notes by remitting the sum of US$609,750 plus any interest payable under the terms of the Assignment Documents Convertible Loan Notes to which it is a signatory; and perform such other actions and execute such other documents Benchmark (or as may be required to transfer the Interests to itBenchmark shall direct). 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the Purchaser. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

Completion. 4.1 7.1 Completion under this Agreement shall take place at the offices of the Seller at a time agreed by the Parties. 4.2 On Buyer’s Solicitors on the Completion Date all but not part of when the following business Sellers and the Buyer shall be transacted: 4.2.1 The Purchaser shall: pay to the Seller, or pay each perform their respective obligations in accordance with a direction from an Affiliate and as set out in Part A and Part B, respectively, of Schedule 2 (Completion Requirements). 7.2 The Buyer will not be obliged to an Affiliatecomplete this Agreement until each of the Sellers complies in full with its respective obligations under Part A of Schedule 2 (Completion Requirements). 7.3 The Buyer will not be obliged to complete the sale and purchase of any of the Shares unless the sale and purchase of all of the Shares is completed simultaneously, but completion of the Consideration as increased or decreased by purchase of some only of the Working Capital Adjustment; deliver Shares will not affect the rights of the Buyer with respect to the Seller purchase of the remainder. 7.4 If Completion does not take place on the Completion Date because any of the Sellers fails to comply with any of its respective material obligations under this Clause 7 and Schedule 2 (Completion Requirements), then the Buyer may by written notice to the Sellers’ Representative and the Fund Sellers elect to: 7.4.1 proceed to Completion to the extent not already delivered prior to Completion) a copy reasonably practicable (including, at the option of the releasesBuyer, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf completion of the Purchaser; deliver purchase of some only of the Shares), which will not affect the rights of the Buyer with respect to the Seller (to the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director or the legal manager purchase of the Purchaser, of (i) a resolution remainder; or 7.4.2 defer Completion in relation to some or all of the board Shares to such date as the Buyer and the Sellers’ Representative may agree (and so that the provisions of directors of the Purchaser authorising its entry into the transactions contemplated by Clause 6, apart from this AgreementClause 7.4.2, shall apply to Completion deferred pursuant to this Clause); and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign or 7.4.3 terminate this Agreement and (whether or not such failure by the Assignment Documents on behalf of the Purchaser; execute and deliver those of the Assignment Documents Sellers amounts to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to it. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(arepudiatory breach), deliver without prejudice to any other remedies or accrued rights that any party may have against any other party, following which the Purchaser (provisions of this Agreement shall cease to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties have effect, other than the Purchaser; a copy of other releasesClauses 1 (Definitions and Interpretations), consentsthis Clause 7, approvals11 (Confidentiality), confirmations or waivers12 (Announcements), if any15 (Costs and Expenses), referred to in Clause 2.2 18 (General), 19 (Notices) and obtained by or on behalf of the Seller; a copy, certified as a true copy 20 (Applicable Law and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the PurchaserJurisdictions). 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

Completion. 4.1 Completion under this Agreement 5.1 On a date to be nominated by the Purchaser, being not later than five Business Days following the date on which the last of the Conditions has been satisfied or (if applicable) waived (other than those Conditions that by their nature are to be satisfied at Completion, including the Conditions set out in clauses 3.1(d)(iii) and (iv), but subject to the satisfaction or waiver of those conditions at Completion), or on such other date as the parties may agree in writing, completion of the sale and purchase of the Shares (“Completion”) shall take place at the offices of Debevoise & ▇▇▇▇▇▇▇▇ LLP, Tower ▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇ or such other place or time as the parties may agree in writing (the date on which Completion takes place being the “Completion Date”). 5.2 As soon as reasonably practicable following the date on which all of the Conditions set out at clauses 3.1(a), (b), (c) and (d)(i) have been satisfied, Prudential shall arrange with the court a date for the hearing at which it will seek the sanction of the court to the Scheme of Arrangement and the confirmation of the court to the Prudential Reduction of Capital (the “Court Sanction Date”). Upon arranging such date, the Purchaser shall promptly give notice to the Parent of such date. 5.3 The Purchaser and the Seller at a time agreed by shall, prior to the PartiesCourt Sanction Date, agree to appropriate mechanics regarding the documents to be delivered pursuant to Schedule 3 such that the court will be prepared to sanction the Scheme of Arrangement and the Prudential Reduction of Capital. 4.2 On the Completion Date all but not part of the following business shall be transacted: 4.2.1 5.4 The Purchaser shall: pay and the Seller respectively shall ensure that the instrument of transfer and bought notes and the sold notes referred to in paragraphs 1(a), 1(b) and 5(a) of Schedule 3 shall not be executed in Hong Kong. 5.5 At Completion, the Seller, or pay parties shall comply with their respective obligations in Schedule 3 (Completion Arrangements) in accordance with a direction from an Affiliate the timeframes set out in that schedule. 5.6 Each party acknowledges and agrees that following Completion, none of the parties shall be entitled to an Affiliaterescind this agreement and, the Consideration as increased or decreased by the Working Capital Adjustment; deliver accordingly, each party, to the Seller (to the maximum extent not already delivered prior to Completion) a copy permitted by Law, waives all and any rights of the releases, consents, approvals, confirmations or waivers, if any, referred to rescission it may have in Clause 2.2 and obtained by or on behalf respect of the Purchaser; deliver to the Seller (to the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Purchaser, of (i) a resolution of the board of directors of the Purchaser authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Purchaser; execute and deliver those of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to itagreement. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the Purchaser. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

Completion. 4.1 Completion under this Agreement shall take place at immediately following signature and exchange of this Agreement when: (a) the offices Sellers shall deliver or cause to be delivered to the Purchaser (i) transfers of the Seller at a time agreed Shares duly completed in favour of the Purchaser and/or its nominees notified by the Parties.Purchaser; 4.2 On (ii) the Completion Date share certificates representing the Shares (or an express indemnity in a form satisfactory to the Purchaser in the case of any found to be missing); (iii) all but not part the Statutory and Minute Books of the following business shall Company and its Common Seal and the Certificate of Incorporation; (iv) the Tax Deed duly executed by each of the Warrantors; (v) a letter of resignation (expressed to be transacted:with effect from the end of the meeting of the Board of the Company referred to in sub-clause (d) below), from ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ resigning office as Director and Secretary of the Company, executed as a deed in the agreed terms; 4.2.1 The Purchaser shall: pay to (vi) the Seller, or pay resignation of the auditors of the Company in accordance with a direction from an Affiliate section 394 of the Companies ▇▇▇ ▇▇▇▇, confirming that there are no circumstances connected with their resignation which should be brought to an Affiliatethe notice of the members or creditors of the Company and that there are no fees due to them; (vii) the Service Agreement, duly executed by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇; (viii) the Consideration as increased or decreased Property Licence duly executed by the Working Capital AdjustmentSellers; deliver and (ix) the Disclosure Letter. (b) the Warrantors shall procure that all indebtedness due from any of the Warrantors or any person connected with them to the Seller (to the extent not already delivered Company shall have been satisfied in full prior to Completion; (c) a copy all indebtedness due from the Company to any of the releases, consents, approvals, confirmations or waivers, if any, referred to Warrantors (full particulars of which are contained in Clause 2.2 and obtained by or on behalf the Disclosure Letter but excluding remuneration accrued but not yet due for payment) shall have been satisfied in full without payment of the Purchaser; deliver to the Seller (to the extent not already delivered interest prior to Completion; (d) the Sellers shall cause a copy, certified as a true copy and in full force and effect by a director or the legal manager meeting of the Purchaser, Board of the Company to be held at which the Board shall:- (i) a resolution of the board of directors of the Purchaser authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or appoint such persons to sign this Agreement and the Assignment Documents on behalf of the Purchaser; execute and deliver those of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to it. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, nominate as Directors and Secretary of the Company; (ii) accept the letters of resignation referred to transfer in sub-clause (a)(v) and (a)(vi) above; (iii) vote in favour of the Interests registration of the Purchaser and/or its nominees as members of the Company subject only to the Purchaserproduction of duly stamped and completed transfers in favour of the Purchaser and/or its nominees in respect of the Shares; (iv) approve the Property Licence; (v) change the accounting reference date of the Company to 31 December; (vi) appoint Ernst & Young as auditors; (e) the parties shall join in procuring that all existing bank mandates in force for the Company shall be altered (in such manner as the Purchaser shall at Completion require) so as (inter alia) to reflect the resignations and appointments referred to above. 4.2.3 Title (f) the Purchaser shall not be obliged to complete this Agreement unless the Sellers comply fully with the requirements of paragraphs (a), (b), (d), and (e) of this Clause; 4.2 Upon completion of all the matters referred to in sub-clause 4.1 the Purchaser shall: (a) pay to the Interests Sellers' Solicitors (whose receipt shall pass from be a sufficient discharge therefor) the Seller Cash Consideration by way of telegraphic transfer; (b) allot the Initial Consideration Shares and issue the Loan Notes to the Sellers and within five days of Completion deliver to the Sellers' Solicitors definitive share certificates in respect of the Initial Consideration Shares and certificates in the agreed terms in respect of the Loan Notes in the names of the Sellers; and (c) deliver to the Sellers' Solicitors a duly executed counterpart of: (i) the Tax Deed; (ii) the Service Agreement; (iii) the Property Licence; (iv) the Disclosure Letter; (d) the Sellers shall not be obliged to complete this Agreement unless the Purchaser upon complies fully with the requirements of paragraphs (a), (b) and (c) of this Clause. 4.3 If in any respect either the Sellers or the Purchaser fail to comply with all the provisions of Clauses 4.1 and 4.2 on the date for Completion then the other of them may: (a) defer Completion to a date not more than 28 days after the date for Completion set by this Clause 4 (and so that the provisions of this sub-clause 4.3 shall apply to Completion as so deferred); or (b) proceed to Completion as far as practicable; or (c) rescind this Agreement (without prejudice to its accrued rights and remedies). 4.4 The Purchaser (with the reasonable cooperation of the Sellers) shall procure as soon as reasonably practicable following Completion and in any event within 28 days of Completion the full and unconditional release of the Personal Guarantee and the Purchaser shall fully indemnify the Sellers against any liability, loss, cost or claim arising out of or in connection with the Personal Guarantee at any time after Completion.

Completion. 4.1 5.1 Subject to Clause 3, Completion under this Agreement shall take place at the offices of the Seller at a time agreed by the Parties. 4.2 On on the Completion Date all but not part at the office of the following business Company (or at such other place as the Parties may agree) where all of the events described below shall be transacted:occur. 4.2.1 The Purchaser shall: pay to the Seller, or pay in accordance with a direction from an Affiliate to an Affiliate5.2 On Completion, the Consideration as increased or decreased by the Working Capital Adjustment; Vendors shall deliver to the Seller (to Purchaser: 5.2.1 the extent not already delivered prior to Completion) share certificates in respect of the Sale Shares, together with valid share transfer forms in respect of the Sale Shares, duly executed by the Vendors in favour of the Purchaser; 5.2.2 a certified true copy of the releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained resolutions passed by or on behalf of the Purchaser; deliver to the Seller (to the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Purchaser, of (i) a resolution of the board of directors of the Purchaser Company: (a) approving the transfer of the Sale Shares to the Purchaser, subject only to the instrument of transfer being duly stamped; (b) authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power issue of Attorney authorising a person or persons to sign this Agreement and new share certificate in respect of the Assignment Documents on behalf Sale Shares in favour of the Purchaser; execute and deliver those ; (c) approving the lodgement of a notice of transfer of the Assignment Documents to which it is a signatory; Sale Shares with ACRA and perform the making of such other actions and execute such other documents entries into the corporate records of the Company as may be required necessary; and (d) approving the appointment of up to transfer two individuals which may be nominated by the Interests to it. 4.2.2 The Seller shall, after confirmation of receipt Purchase as directors of the amounts payable under Clause 4.2.1(a)Company, deliver with effect from the Completion Date; 5.2.3 such waivers or consents as may be necessary, including but not limited to waivers of pre-emption rights in respect of the Sale Shares, to enable the Purchaser (to be registered as holder of any and all of the extent not already delivered prior to Completion): Sale Shares; 5.2.4 the Assignment Documents Service Agreements, duly executed by all each of the Relevant Third Parties Vendors and the relevant Group Company; and 5.2.5 the Shareholders Agreement, duly executed by each of the Vendors and the Company. 5.3 On Completion and against compliance with the provisions of Clause 5.2, the Purchaser shall deliver: 5.3.1 the Completion Payment to the Vendors by way of cheques drawn on a bank licensed in Singapore and made out in favour of each of the Vendors, or in such other than manner as may be agreed between the Vendors and the Purchaser in writing; and 5.3.2 the Shareholders Agreement, duly executed by the Purchaser; a copy of . 5.4 Without prejudice to any other releases, consents, approvals, confirmations or waiversremedies available, if anyin any respect the provisions of this Clause 5 are not complied with by any Party on the Completion Date, the Party not in default may: 5.4.1 defer Completion to a date not more than 28 days after the Completion Date (and so that the provisions of this Clause shall apply to Completion as so deferred); 5.4.2 effect Completion so far as practicable having regard to the defaults which have occurred (without prejudice to their rights hereunder); or 5.4.3 rescind this Agreement provided that the Surviving Clauses shall survive the termination of this Agreement. For the avoidance of doubt: (a) in the event that the Vendors are the Parties in default, the Vendors shall refund the deposit sum referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests 4.1.1 forthwith to the Purchaser.; and 4.2.3 Title to (b) in the Interests shall pass from the Seller to event that the Purchaser upon Completionor YY Group is the Party in default, the Vendors shall not be required to refund the deposit sum referred to in Clause 4.1.1.

Completion. 4.1 14.1 Completion under this Agreement shall take place on the 5th Business Day after the later of: 14.1.1 the day on which the Completion Conditions have been satisfied or waived; and 14.1.2 such other date as the Parties may agree in writing, (the Completion Date). 14.2 Prior to the Completion Date, the Parties and the Notary shall enter into the Notary Letter. 14.3 At Completion, the Parties shall perform all actions or procure the performance of all actions as set out in Schedule 3 (Completion Agenda), it being understood and agreed that (i) any actions set forth therein which have already been performed before Completion, shall be deemed to have been performed at the offices Completion and (ii) each of the Seller at a time agreed by actions set forth therein shall be conditional upon the Parties. 4.2 On the Completion Date all but not part completion of the following business shall performances of all other actions expressed to be transacted: 4.2.1 The Purchaser shall: pay to the Sellerperformed, executed or pay delivered at Completion in accordance with a direction from an Affiliate this Clause 14.3. 14.4 Each Party shall, at its own cost and expense, perform all such further acts and execute all such further documents as shall be necessary to an Affiliate, the Consideration as increased or decreased by the Working Capital Adjustment; deliver to the Seller (to the extent not already delivered prior to Completion) a copy of the releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Purchaser; deliver to the Seller (to the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and fully effect by a director or the legal manager of the Purchaser, of (i) a resolution of the board of directors of the Purchaser authorising its entry into the transactions contemplated by this Agreement; and. 14.5 If the Sellers on the one hand or the Purchaser on the other hand fail to perform or procure the performance of any of the actions set forth in the Completion Agenda and the performance of such action or actions is not waived by the other Party on the Completion Date, the Purchaser may if relevantone or more of the Sellers failed to perform and the Sellers may if the Purchaser failed to perform, (ii) a Power of Attorney authorising a person or persons without prejudice to sign any other rights and remedies available to it pursuant to this Agreement and the Assignment Documents on behalf of the Purchaser; execute and deliver those of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to it. 4.2.2 The Seller shallor applicable Law, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver by written notice to the Purchaser other Party: 14.5.1 terminate (beëindigen) this Agreement with immediate effect; 14.5.2 effect Completion on the Completion Date insofar as practicable having regard to the extent default(s) that have occurred; or 14.5.3 demand that the Party not already delivered prior to performing shall perform the relevant actions as soon as possible, but ultimately within ten (10) Business Days after the date set for Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of resulting in: (i) a resolution postponed Completion on the 10th Business Day following the date such action is completed, in which case the provisions of this Agreement apply as if the board of directors of date to which Completion is postponed is the Seller authorising its entry into the transactions contemplated by this Agreement; anddate initially set for Completion, if relevant, or (ii) a Power termination (beëindiging) of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as with immediate effect by the Purchaser may reasonably require, to transfer (in case the Interests to defaulting party is a Seller) or the Sellers (in case the defaulting Party is the Purchaser), if the defaulting Party has not performed the relevant actions within such period. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

Completion. 4.1 5.1 Completion under this Agreement shall take place at the offices of the Seller at a time agreed by Seller’s Solicitors on the PartiesCompletion Date. 4.2 On 5.2 Subject to any extension in accordance with clause 5.7, the Completion Date means: (a) the fifth Business Day after all but not part of the following business Conditions are satisfied or waived; or (b) any other date agreed in writing by Seller and Buyer. 5.3 At least five Business Days prior to the date fixed for Completion, Seller, acting reasonably and in good faith (but otherwise without liability), shall be transactedprovide to Buyer a written estimate of the Completion Accounts and the Statement, including each of the following, together with a certificate from the Seller’s accountants as to the accuracy of each such estimate: 4.2.1 The Purchaser shall: pay (a) the Working Capital Amount (the “Estimated Working Capital Amount”); (b) the Debt (the “Estimated Debt”); and (c) the Cash (the “Estimated Cash”). 5.4 On Completion the Seller or the Czech Seller (as the case may be) shall deliver to or, if the Buyer shall so agree, make available to the Buyer: (a) an extract of the minutes of a duly held meeting of the directors (or a duly constituted committee thereof) of each of the Seller and the Czech Seller (and, to the extent available, the Seller Guarantor) authorising the execution by each of the Seller, or pay in accordance with a direction from an Affiliate the Czech Seller and the Seller Guarantor of this document and any document to an Affiliatebe delivered by the Seller, the Consideration as increased or decreased by the Working Capital Adjustment; deliver to Czech Seller and/or the Seller (to the extent not already delivered Guarantor at or prior to CompletionCompletion (including each Transaction Agreement) a copy of the releasesand, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Purchaser; deliver to the Seller (to the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect where such execution is authorised by a director or the legal manager of the Purchaser, of (i) a resolution committee of the board of directors of the Purchaser authorising its entry into Seller, the transactions contemplated by this Agreement; andCzech Seller and/or the Seller Guarantor, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf an extract of the Purchaser; execute and deliver those minutes of a duly held meeting of the Assignment Documents directors constituting such committee or the relevant extract thereof); (b) transfers in common form relating to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer all the Interests to it. 4.2.2 The Seller shall, after confirmation of receipt Company Shares duly executed in favour of the amounts payable under Clause 4.2.1(aBuyer (or as it may direct), deliver to the Purchaser ; (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (ic) a resolution of the board Czech Seller, as the sole shareholder of Cyberview Czech, acting in the capacity of Cyberview Czech’s general meeting in accordance with Section 132 of Act No. 513/1991 Coll., Commercial Code as amended, of the Czech Republic, resolving to divide the Czech Share into two parts (consistent with the division of the Czech Share as contemplated in the Czech Transfer Agreement), such resolution being in the form of the Czech notarial deed prepared by a Czech notary in the Czech Republic, in a form acceptable to the Buyer, acting reasonably; (d) the Czech Transfer Agreement duly executed in favour of the Buyer and SG Global duly notarised and apostilled; (e) share certificates representing the Company Shares; (f) resignations in the Agreed Form duly executed as deeds, of the directors of any Group Company set forth on schedule 10, or as the Buyer may specify by notice to the Seller no later than 5 Business Days prior to Completion, from their offices as director any Group Company containing a confirmation that they have no claims (whether statutory, contractual or otherwise) against any Group Company; (g) if so required by the Buyer no later than 5 Business Days prior to Completion, the written resignations of the auditors of each Group Company containing an acknowledgement that they have no claim against any Group Company for compensation for loss of office, professional fees or otherwise and a statement under section 519(1) of the Companies ▇▇▇ ▇▇▇▇; (h) the common seals, certificates of incorporation and statutory books, share certificate books and cheque books of each Group Company; (i) an officer’s certificate executed on behalf of the Seller to the effect that (i) the Warranties are true and correct and not misleading in any respect at Completion that would give rise to a right to terminate under clause 14.1(e); and (ii) there has been no material breach by the Seller of any of its obligations under this Agreement required to be performed at or prior to Completion; (j) each Transaction Agreement duly executed by the Seller and each of its Related Persons that is required to be a party thereto; (k) title deeds and other documents relating to the Properties, excluding the Manchester Property (except to the extent that the same are in the possession of mortgagees pursuant to mortgages disclosed in schedule 5); (l) irrevocable powers of attorney from the Seller in a form satisfactory to the Buyer (acting reasonably) relating to the exercise of rights in respect of the Shares pending their registration in the name of the Buyer and/or its nominee; (m) to the extent not in the possession of any Group Company all books of account concerning the businesses of that Group Company; (n) to the extent not in the possession of any Group Company, copies of all licences, consents, permits and authorisations obtained by or issued to that Group Company; (o) to the extent not in the possession of any Group Company, all books and records of that Group Company relating to the employees and/or directors of that Group Company; (p) an acknowledgement from the Seller in a form satisfactory to the Buyer (acting reasonably), to the effect that: (i) there is no Intra-Group Indebtedness owing at Completion; (ii) all Contracts between a member of the Seller’s Group, on the one hand, and a Group Company, on the other hand, other than the Transaction Agreements, have been terminated and have ceased to have effect on or prior to Completion, and that all rights and obligations of the parties thereto thereunder have ceased to have effect; (iii) the Pre-Completion Dividends have been paid prior to Completion and specifying the amount or character thereof; and (iv) no Group Company has any liability or obligation in respect of Financial Debt as at Completion; (q) share certificates relating to all of the issued shares that the Company owns in the capital of each of the Subsidiaries; (r) duly executed releases in a form acceptable to the Buyer, acting reasonably, of all Encumbrances, except Permitted Encumbrances, to which any of the Group Companies is party together with any forms or other documents to release or evidence release of such Encumbrances in any relevant jurisdiction; (s) the deed of amendment, substitution of principal employer and cessation of participation, in a form acceptable to the Buyer, acting reasonably, duly executed by the Seller and the Trustee of the IGT UK Group Pension Scheme; (t) a resolution of the Czech Seller, the sole shareholder of Cyberview Czech, acting in the capacity of Cyberview Czech’s general meeting in accordance with Section 132 of Act No. 513/1991 Coll., Commercial Code as amended, of the Czech Republic, resolving to: (i) remove each of the existing directors; (ii) appoint each of the persons as the Buyer nominates to be the directors of Cyberview Czech; (iii) appoint such person as the Buyer nominates to be the auditor; and (iv) amend the articles of association of Cyberview Czech in accordance with the Buyer’s instructions to: (i) change the registered office; and (ii) change the accounting reference date to 31 December; such resolution to be in the form of a Czech notarial deed prepared by a Czech notary in the Czech Republic, in a form acceptable to the Buyer, acting reasonably; (u) either: (i) an original extract from the companies register of the Czech Seller with an apostille certification, such extract showing the name, the registered office and the directors of the Czech Seller; or (ii) an original or certified copy of the certificate of incorporation of the Czech Seller, with an apostille certification, and an original confirmation of the Czech Seller’s company secretary (with an apostille certification) stating the name, registered office and names of directors of the Czech Seller authorising as well as confirmation that the person who shall sign the Czech Transfer Agreement is authorized to do so (if applicable); and (v) if applicable, the original of a power of attorney, with an apostille certification, pursuant to which the Czech Transfer Agreement has been executed by the Czech Seller; (w) evidence in a form acceptable to the Buyer, acting reasonably, of the termination of each overdraft facility of each Group Company; and (x) the deed of cessation of participation, in a form acceptable to the Buyer, acting reasonably, duly executed by the Seller and the Trustee of the IGT-UK-Group Limited Group Life Assurance Plan. 5.5 The Seller and the Czech Seller, as applicable, shall procure the passing of board resolutions of each Group Company, in a form acceptable to the Buyer, acting reasonably, at Completion (in the case of Cyberview Czech the resolution may be adopted in the Czech Republic and delivered at Completion in a copy by e-mail or facsimile, with the original being delivered to the Buyer promptly, and in any event within five Business Days, after Completion): (a) sanctioning for registration (subject where necessary to due stamping) the transfers in respect of the Shares, except for Cyberview Czech; (b) appointing such persons as the Buyer nominates to be the directors and secretary of each Group Company, except for Cyberview Czech; (c) appointing such persons as the Buyer nominates to be the auditors of each Group Company, except for Cyberview Czech; (d) revoking and/or revising all banks mandates for each Group Company as the Buyer requires, and giving authority in favour of such persons as the Buyer may nominate to operate the bank accounts thereof; (e) resolving that the registered office of each Group Company be changed as the Buyer requires; and (f) changing the accounting reference date of each Group Company, except for Cyberview Czech, to 31 December. 5.6 By no later than 2.00 p.m. on the Completion Date, subject to the Seller having complied with all the provisions of clause 5.4 and clause 5.5, the Buyer shall: (a) provide for the transfer by CHAPS of the Completion Payment to the Seller’s Account and the receipt of the Seller’s Solicitors shall be a good discharge to the Buyer (and, for the avoidance of doubt, the Buyer shall be under no obligation whatsoever with respect to the apportionment of the Completion Payment between the Seller and the Czech Seller); (b) deliver to the Seller the Tax Deed duly executed by the Buyer; and (c) deliver to the Seller each other Transaction Agreement duly executed by the member of the Buyer’s Group expressed to be a party thereto (including the notarised and apostilled Czech Transfer Agreement). 5.7 If in any respect the material obligations of the Seller or the Czech Seller, on the one hand, or the Buyer on the other hand, are not complied with on Completion, the Buyer, if the Seller or Czech Seller is in default of its entry into material obligations, or the transactions contemplated Seller and Czech Seller if the Buyer is in default of its material obligations, shall not be obliged to complete the sale and purchase of the Shares and may, in its absolute discretion, by written notice to the other party at the time Completion would otherwise be due to take place: (a) terminate this Agreement; andor (b) elect to defer Completion by not more than 20 Business Days after the original date for Completion to such other date as it may specify in such notice (in which event the provisions of this clause 5.7 shall apply, mutatis mutandis, if relevantthe Seller or the Czech Seller, (ii) a Power of Attorney authorising a person on the one hand, or persons the Buyer, on the other, fails or is unable to sign this Agreement and perform any such obligations), provided that neither the Assignment Documents on behalf Seller nor the Czech Seller shall be able to exercise such rights if the Buyer can demonstrate to the reasonable satisfaction of the Seller; and perform such other actions and execute such other documents as Seller that it has arranged for the Purchaser may reasonably require, to transfer of the Interests Completion Payment to the PurchaserSeller’s Account, value date the Completion Date. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

Completion. 4.1 5.1 Completion under this Agreement shall take place at the offices of the Seller at a time agreed by the Parties. 4.2 On Company’s office on the Completion Date at 5:00 p.m. (or at such other place and time as the parties may agree) when all but not part the acts and requirement set out in this Clause 5 shall be complied with. 5.2 On Completion, the Vendor and or the Company (as the case may be) deliver or procure the delivery to the Purchaser of all the following: (a) the Vendor delivers the relevant instruments of transfer and contract notes in respect of the following business shall be transacted: 4.2.1 The Purchaser shall: pay to transfer of the Seller, or pay in accordance with a direction from an Affiliate to an Affiliate, the Consideration as increased or decreased Sale Shares duly executed by the Working Capital Adjustment; deliver to the Seller (to the extent not already delivered prior to Completion) a copy of the releases, consents, approvals, confirmations or waivers, if any, referred to Vendor in Clause 2.2 and obtained by or on behalf of the Purchaser; deliver to the Seller (to the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Purchaser, of (i) a resolution of the board of directors favour of the Purchaser authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Purchaser; execute and deliver those of the Assignment Documents to which it is a signatory; and perform such other actions nominee(s) as the Purchaser may direct and execute such other documents as may be required to give a good and effective transfer of title to the Interests Sale Shares to itthe Purchaser or such nominee(s) and to enable the Purchaser or such nominee(s) to become the registered and beneficial holder thereof free from all Encumbrances to the Purchaser’s satisfaction; (b) the Vendor delivers definitive share certificates in respect of the Sale Shares and other evidence as may be required by the Purchaser showing that the Vendor is the beneficial owner of the number of Sale Shares free from all Encumbrances; (c) the Company delivers copies, certified as true and complete by a director of the Company, of resolutions of the shareholders meeting/board of directors approving the matters as stipulated in Clause 5.3; (d) the Company delivers in respect of the Company: (i) all statutory records and minute books (which shall be written up to date as at Completion), all unissued share certificates (if any) and all other statutory records then; (ii) all common seals and all rubber stamps, cheque books, cheque stubs and bank statements, receipt books, all current insurance policies, books and accounts and title deeds and evidence of ownerships to all assets and all current contracts and all other accounting records; (iii) copies of all tax returns and assessments (receipted where the due dates for payment fell on or before the Completion Date); (iv) execution of employment contracts in a form satisfactory to the Purchaser, at its sole discretion, for the executive management staff for the Company for a period of at least one year after the Completion Date; (v) all correspondence and other documents belonging to the Company (including its constitutional documents); and provided that, if the Purchaser so agrees, delivery of all documents and records referred to in this Clause 5.2(d) shall be deemed to have been effected where they are situated in premises and shall continue to be in the sole occupation of the respective companies in the Company following Completion or otherwise in the custody of persons who shall remain officers and/or employees of the Company following Completion; and (e) the June 30, 2020 Accounts (which shall not have any deviation from the Accounts as contained in Schedule 2). 4.2.2 The Seller shall5.3 On Completion, after confirmation of receipt the Company shall procure a meeting of the amounts payable shareholders/directors (as appropriate) of the Company at which such matters shall be dealt with and resolved upon as the Purchaser shall require for the purposes of giving effect to the provisions of this Agreement including: (a) record the Sale Shares in the name of the Purchaser in the Company’s share register; and (b) amending the memorandum and articles of association of the Company as may be required by the Purchaser in writing prior to the Completion. 5.4 Against performance of the obligations by the Vendor and or the Company (as the case may be) under Clause 4.2.1(a)Clauses 5.2 and 5.3 above, the Purchaser shall: (a) cause to be delivered to the Vendor the Consideration Shares to be registered in the name of the Vendor or its nominee, on the book of the Purchaser by the Purchaser’s transfer agent ; and (b) deliver to the Vendor a certified copy of the directors’ resolutions of the Purchaser approving this Agreement. 5.5 If the Vendor or the Company, as appropriate, shall fail to do anything required to be done by them under Clauses 5.2 and 5.3, without prejudice to any other right or remedy available to the Purchaser, the Purchaser may: (a) defer Completion to a day not later than 14 days after the date fixed for Completion (and so that the provisions of this paragraph (a) shall apply to Completion as so deferred); or (b) proceed to Completion so far as practicable but without prejudice to the Purchaser's rights to the extent that the Vendor shall not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaserhave complied with their obligations; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of or (ic) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign rescind this Agreement and the Assignment Documents without liability on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests its part. 5.6 The parties to the Purchaser. 4.2.3 Title Agreement confirm and agree that Clauses 6 to 11 shall survive the Interests shall pass from the Seller to the Purchaser upon Completion.

Completion. 4.1 Completion under this Agreement shall take place at the offices of the Seller Purchaser’s Lawyers at a 11.00 a.m. on the 2nd Business Day after the date on which all the Conditions are satisfied or, where permitted, waived or at such other time agreed by and on such other date as the PartiesSellers and the Purchaser may agree. 4.2 On the Completion Date all but not part of Date, the following business shall be transacted: 4.2.1 The Purchaser shall: will pay to the Seller, or pay Cash Purchase Price together with any late payment interest accrued thereon in accordance with a direction from an Affiliate to an AffiliateSchedule 2 “Interest” by wire transfer into the Notary’s account in accordance with Clause 14 “Payments”. 4.3 On the Completion Date, after confirmation by the Notary that the Cash Purchase Price has been received in the Notary’s account, the Consideration as increased or decreased Purchaser, each of the Sellers and the Notary shall execute a Deed of Transfer and the Purchaser shall acknowledge the transfer of the Shares by signing the Deed of Transfer. Immediately thereafter, on the Completion Date, the Notary will pay to each of the Sellers, by wire transfer of immediately available funds, the amount of the Cash Purchase Price set forth opposite such Sellers’ name on Schedule 1 “The Shareholdings”, plus any interest accrued thereon, in accordance with this Agreement, and the instruction letter to be signed by the Working Capital Adjustment; deliver to Sellers, the Seller (to Purchaser and the extent not already delivered prior to Completion) Notary on the Completion Date in the form attached hereto as part of Schedule 7 “Deed of Transfer”. 4.4 The Notary is a copy civil law notary with the Purchaser’s Lawyers. Each of the releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 Sellers and obtained by or the Purchaser acknowledges that it is aware of the provisions of the Ordinance containing Rules of Professional Conduct and Ethics (“Verordening beroeps- en gedragsregels”) of the Royal Professional Organisation of Civil Law Notaries (Koninklijke Notariële Beroepsorganisatie). Each Seller as well as the Purchaser acknowledges and agrees that the Purchaser’s Lawyers may advise and act on behalf of the Purchaser; deliver Purchaser with respect to the Seller (to the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Purchaser, of (i) a resolution of the board of directors of the Purchaser authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Purchaser; execute and deliver those of the Assignment Documents any agreements and/or any disputes related to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to it. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by resulting from this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the Purchaser. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

Completion. 4.1 9.1 Completion under this Agreement shall take place at the offices of NautaDutilh N.V. at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇ on the Seller last day of the month in which fulfilment or waiver of the conditions set out in clause 4 (Conditions to Completion) takes place, except that where less than five Business Days remain between such fulfilment and service and the last day of the month, Completion shall take place: (A) on the last day of the following month; or (B) at a such other location, time or date as may be agreed between the Sellers, it being understood that the transfers of the Shares and the JV Co Shares shall take place on Completion at the offices of the Notary by way of execution of the PartiesDeeds of Transfer before the Notary. 4.2 On 9.2 At Completion, the parties shall comply with their respective obligations in sub-clauses 2.1 and 2.2 (in each case as applicable) and the Sellers shall do those things listed in Part A (Seller’s obligations) and Part D (Execution of Deeds of Transfer) of Schedule 2 (Completion arrangements); the Purchaser shall do, and Liberty Global shall procure that the Purchaser does, those things listed in Part B (Purchaser’s obligations) of Schedule 2 (Completion arrangements); and the Guarantors shall do those things listed in Part E (Guarantors’ obligations) of Schedule 2 (Completion arrangements). Completion shall take place in accordance with Part C (General) of Schedule 2 (Completion arrangements). 9.3 No party shall be obliged to complete any of the transactions set out in sub-clauses 2.1 and 2.2 or carry out any of the steps set out in Schedule 2 (Completion arrangements) unless sub-clauses 6.1, 6.2, 6.5(C) and 6.6 or 6.7 (as applicable) have been complied with and irrevocable arrangements are in place for all such transactions and steps to be completed by all relevant parties on the Completion Date all but in accordance with the sequence of events set out in this Agreement. For the avoidance of doubt, (A) both the beneficial and legal ownership of the Liberty Global Target Company Shares and the Vodafone Target Company Shares will transfer to Purchaser at Completion and not before and (B) both the beneficial and legal ownership of the JV Co Shares will transfer to Vodafone at Completion and not before. 9.4 If the Estimated Vodafone Equalisation Consideration is a positive number, then Vodafone hereby assigns to Liberty Global (for no additional consideration), with effect from Completion, either (i) that portion of the receivable owing to Vodafone from the Purchaser under sub-clause 2.3 which is of an amount equal to the Estimated Vodafone Equalisation Consideration or (ii) if the receivable owing to Vodafone from the Purchaser under sub-clause 2.3 is equal to or less than the Estimated Vodafone Equalisation Consideration, the full amount of such receivable (both (i) and (ii) being the “Relevant Assigned Amount”). 9.5 The Purchaser shall pay to each Seller the amount owing to that Seller under sub-clause 2.3 (such amounts reflecting, for the avoidance of doubt, the assignment of the Relevant Assigned Amount under sub-clause 9.4) out of the Escrowed Proceeds as soon as practicable after execution of the Deeds of Transfer as part of the following business distribution or payment of the Escrowed Proceeds to each Retained Group. The Sellers agree to use all reasonable endeavours to procure the distribution or payment of the Escrowed Proceeds to the Purchaser as soon as practicable after Completion and in any event prior to the date falling three Business Days after the Completion Date. 9.6 To the extent that the receivable owing to Vodafone from the Purchaser under sub-clause 2.3 is less than the Estimated Vodafone Equalisation Consideration, Vodafone shall be transacted: 4.2.1 The Purchaser shall: pay to Liberty Global an amount equal to any such shortfall (the Seller, or “Estimated Equalisation Consideration Shortfall”). Vodafone shall pay the Estimated Equalisation Consideration Shortfall in cleared funds to the Liberty Global Account on the first Business Day following Completion in accordance with a direction from an Affiliate clause 29. 9.7 In the event that the Purchaser has not discharged its obligation to an Affiliatepay the amount owing to Liberty Global under sub-clause 2.3 in accordance with sub-clause 9.5 (including taking into account the assignment of the Relevant Assigned Amount under sub-clause 9.4) within ten Business Days after the Completion Date (the “Estimated Equalisation Payment Deadline”), Vodafone shall pay to Liberty Global the Estimated Vodafone Equalisation Consideration (less the amount of any Estimated Equalisation Consideration Shortfall already paid by Vodafone to Liberty Global in accordance with sub-clause 9.6) in cleared funds to the Liberty Global Account on the Estimated Equalisation Payment Deadline in accordance with clause 29. To the extent that Vodafone pays such amount to Liberty Global in accordance with this sub-clause 9.7, then Liberty Global hereby assigns to Vodafone (for nil consideration), and with immediate effect, the Consideration as increased or decreased by the Working Capital Adjustment; deliver Relevant Assigned Amount receivable owing to the Seller (to the extent not already delivered prior to Completion) a copy of the releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Purchaser; deliver to the Seller (to the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Purchaser, of (i) a resolution of the board of directors of Liberty Global from the Purchaser authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons pursuant to sign this Agreement sub-clauses 2.3 and the Assignment Documents on behalf of the Purchaser; execute and deliver those of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to it9. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the Purchaser. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

Completion. 4.1 7.1 Completion under this Agreement shall take place at the offices of the [ ] immediately after the signature of this agreement when: (a) each party shall provide to the other evidence in a form reasonably satisfactory to the other that it (and each of its relevant Affiliates entering into an Implementation Agreement) has all necessary corporate approvals and consents and its signatories have necessary authority to enter into this agreement and the other agreements referred to herein; (b) each party shall (or shall procure that its relevant Affiliates will) duly execute and, to the extent applicable, complete the Implementation Agreements and the Tax Deed of Covenant; (c) the Seller at shall deliver to or into the possession and control of the Purchaser: (i) a time agreed duly executed transfer or transfers in favour of the Purchaser (or such Affiliate of the Purchaser as the Purchaser may nominate) of all the Sale Shares; (ii) share certificate(s) or other documents of title relating to the Sale Shares (or an express indemnity in a form reasonably satisfactory to the Purchaser in the case of any missing certificates or documents of title); (iii) the company books relating to the Company, including certificates of incorporation, common seals, minute books, statutory registers, shareholders' agreements and share certificate books (duly written up to date); (iv) resignations of all the directors and secretary of the Company; (v) the written resignation of the auditors of the Company to take effect on Completion, with acknowledgments signed by them to the Parties.effect that they have no claim against the Company and to the effect that there are no circumstances connected with their resignation which they consider should be brought to the notice of the shareholders or creditors of the Company; 4.2 On (vi) bank statements in respect of every account which the Company has, dated two days prior to the Completion Date all but not part and the relevant reconciliation statements prepared on the previous Business Day; (vii) the Business Data; (viii) the documentation and title deeds to the Property in accordance with the provisions of Part II of Schedule 2; (ix) the Implementation Agreements duly executed by the Seller and/or Affiliates of the following business Seller as applicable; and (x) the Disclosure Letter; (d) the Purchaser shall be transacted: 4.2.1 The Purchaser shall: pay to the Seller, Seller the Estimated Consideration; (e) the Purchaser or pay in accordance with a direction another member of the Purchaser's Group shall procure that all Intra-group Loans due from an Affiliate to an Affiliate, the Consideration as increased or decreased by the Working Capital Adjustment; deliver Company to the Seller (or any Affiliate of the Seller are repaid by the Company and the Seller or another member of the Seller's Group shall procure that all Intra-group Loans due to the extent not already delivered Company from the Seller or any Affiliate of the Seller are repaid by the Seller or its relevant Affiliates; (f) the Seller shall take, or shall procure the taking of, such steps as may be necessary to: (i) approve the transfers referred to in Clause 7.1(c) (i) (subject only to the Purchaser arranging and paying any taxes or duties arising in relation to the transfer); and (ii) appoint such directors and secretary as the Purchaser may specify as directors and the secretary of the Company; and (iii) release the securities, guarantees, claims and indemnities existing immediately prior to Completion other than those arising in the Ordinary Course of Business, owed or due to or claimed by the Seller or any Affiliate (being an Affiliate after Completion) from the Company, true and complete particulars of which are set out in Schedule 10; (g) each party shall deliver a copy of the releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf Tax Deed of the Purchaser; deliver Covenant duly executed to the Seller (to the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Purchaser, of (i) a resolution of the board of directors of the Purchaser authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Purchaser; execute and deliver those of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to itparty. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the Purchaser. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

Completion. 4.1 a. Completion under this Agreement shall take place at the offices of ▇▇▇▇▇▇▇▇ Chance LLP at ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ on the Seller last Business Day of the month in which fulfilment or (where applicable) waiver of the last of the Conditions takes place, except that where less than 5 Business Days remain between such fulfilment or waiver and the last Business Day of the month, Completion shall take place: i. on the last Business Day of the following month; or ii. at a such other location, time or date as may be agreed by between the PartiesSellers. 4.2 On b. At Completion, the parties shall comply with their respective obligations in sub-clauses 2.1 and 2.3 (in each case as applicable) and the Sellers shall do those things listed in Part A of Schedule 2 (Completion arrangements); the Purchaser shall do, and Liberty Global shall procure that the Purchaser does, those things listed in Part B of Schedule 2 (Completion arrangements); and the Guarantors shall do those things listed in Part D (Guarantors' obligations) of Schedule 2 (Completion arrangements). Completion shall take place in accordance with Part C (General) of Schedule 2 (Completion arrangements). c. No party shall be obliged to complete any of the transactions set out in sub-clauses 2.1 and 2.3 or carry out any of the steps set out in Schedule 2 (Completion arrangements) unless sub-clauses 6.2 and 6.3 has been complied with by each of the other applicable parties and irrevocable arrangements are in place for all such transactions and steps to be completed by all relevant parties on the Completion Date all but not part of the following business shall be transacted: 4.2.1 The Purchaser shall: pay to the Seller, or pay in accordance with a direction from an Affiliate to an Affiliatethe sequence of events set out in this Agreement. For the avoidance of doubt, the Consideration as increased or decreased by beneficial and legal ownership of the Working Capital Adjustment; deliver Liberty Global Target Company Shares and the Telefonica Target Company Shares will transfer to the Purchaser at Completion and not before. d. If, on the date on which Completion is due to take place under sub-clause 9.1, the relevant Seller has not complied with its obligations under sub-clause 6.2 or 6.3 (to the extent not already delivered prior to Completionas applicable) a copy of the releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Purchaser; deliver to the either Seller (to the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director or the legal manager Purchaser has not complied with its obligations under sub-clause 9.2 and Schedule 2 (Completion arrangements) (and such failure to comply is material in the context of the Purchaser, of (i) a resolution of the board of directors of the Purchaser authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf transactions contemplated thereby): i. in the event of non-compliance by Liberty Global, Telefonica; ii. in the event of non-compliance by Telefonica, either Liberty Global or the Purchaser; execute and deliver those or iii. in the event of non-compliance by the Purchaser, Telefonica: may elect to i. defer Completion to the last Business Day of the Assignment Documents to which it is a signatory; and perform following month or such other actions and execute such date as is agreed in writing between the Sellers (so that the provisions of this clause 8.1 shall apply to Completion as so deferred); or ii. proceed to Completion as far as practicable (without limiting its rights under this Agreement); or iii. terminate this Agreement by notice in writing to the other documents as may be required to transfer the Interests to itparty. 4.2.2 The Seller shall, after confirmation of receipt e. If this Agreement is terminated in accordance with sub-clause 9.4 (and without limiting any party's right to claim damages in respect of the amounts payable under Clause 4.2.1(aperiod prior to termination), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors obligations of the Seller authorising its entry into and the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign Purchaser under this Agreement shall end (except for the provisions of this clause 9.5 and clauses 1 (Interpretation) and 26 (Notices) to 37 (Language) inclusive) but (for the Assignment Documents on behalf avoidance of doubt) all rights and liabilities of the Seller; and perform such other actions and execute such other documents as parties which have accrued before termination shall continue to exist. f. Without prejudice to clause 27, the Purchaser may reasonably requireshall procure that, to transfer within 28 days after Completion, Virgin Media Limited shall notify Ofcom that Completion has occurred in accordance with the Interests to terms of its licence under the PurchaserBroadcasting ▇▇▇ ▇▇▇▇. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

Completion. 4.1 Completion under this Agreement shall take place at 10 a.m. or such other time as RDL and ACI US shall agree on the Completion Date at the offices of the Seller Sellers’ Solicitors at a time ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ or such other venue as may be agreed by the Partiesbetween RDL and ACI US. 4.2 On At Completion, RDL shall do, and shall procure that Cardcast does, those things listed in Part A of Schedule 1 (Completion arrangements) and the Purchasers shall do those things listed in Part B of Schedule 1 (Completion Date all but not part of the following business arrangements). Completion shall be transacted: 4.2.1 The Purchaser shall: pay to the Seller, or pay take place in accordance with a direction from an Affiliate Part C of Schedule 1 (Completion arrangements). 4.3 None of the parties to an Affiliatethis Agreement shall complete the sale and purchase of any of the Target Shares to be sold pursuant to this Agreement unless the sale and purchase of all of the Target Shares is completed simultaneously. 4.4 Without any limitation on sub-clause 2.11, no party shall be entitled to rescind or terminate this Agreement (whether before or after Completion) for breach of any of the warranties or other obligations set out in this Agreement, other than pursuant to any such rights which arise in respect of fraudulent misrepresentation. 4.5 If the respective obligations of RDL and/or the Purchasers under sub-clause 4.2 and Part A and Part B of Schedule 1 (Completion arrangements) are not complied with in any material respect, the Consideration Purchasers (in the case of non-compliance by RDL) or, as increased or decreased the case may be, RDL (in the case of non-compliance by any of the Working Capital AdjustmentPurchasers) may: (A) defer Completion (so that the provisions of this clause 4 shall apply to Completion as so deferred); (B) proceed to Completion as far as practicable (without limiting the Purchasers’ or, as the case may be, the Sellers’ rights under this Agreement); deliver or (C) terminate this Agreement by notice in writing to the Seller party who has not complied in the event that the relevant non-compliance has continued un-remedied for 10 Business Days. 4.6 If this Agreement is terminated in accordance with sub-clause 4.5 (and without limiting any party’s right to the extent not already delivered prior to Completion) a copy claim damages), all obligations of the releasesSellers and the Purchasers under this Agreement shall end (except for the provisions of this sub-clause 4.6, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 clause 15 (Announcements) and obtained by or on behalf clause 16 (Confidentiality)) but (for the avoidance of doubt) all rights and liabilities of the Purchaser; deliver parties which have accrued before termination shall continue to the Seller (exist. 4.7 Any provision of this Agreement which is capable of being performed after but which has not been performed at or before Completion and all warranties and covenants and other undertakings contained in or entered into pursuant to the extent not already delivered prior to Completion) a copythis Agreement, certified as a true copy and shall remain in full force and effect by a director or the legal manager of the Purchaser, of (i) a resolution of the board of directors of the Purchaser authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Purchaser; execute and deliver those of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to it. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the Purchaser. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon notwithstanding Completion.

Completion. 4.1 7.1 Subject to fulfillment (or waiver) of all the conditions set out in Clause 3.2, Completion under this Agreement shall take place at 4:00 p.m. on the offices Completion Date, or such other time and date as the Vendor and the Purchaser may agree in writing (but in any event within one (1) month upon the fulfillment or waiver of the Seller conditions set out in Clause 3.2) at a time agreed the office of the Purchaser in Hong Kong or such other place as the Vendor and the Purchaser may agree in writing when all the acts and requirements set out in this Clause 7 shall be complied with. 7.2 At Completion, the Vendor shall deliver or cause to be delivered to the Purchaser: (a) instrument(s) of transfer in respect of the transfer of the Sale Shares duly executed by the Parties. 4.2 On the Completion Date all but not part Vendor in favour of the following business shall be transacted:Purchaser (or its nominee(s)); 4.2.1 The (b) original share certificate(s) in respect of the Sale Shares; (c) such documents as the Purchaser shall: pay may require to enable it (or such person as it may direct) to obtain good title to the Seller, or pay in accordance with a direction from an Affiliate Sale Shares and to an Affiliate, be registered as the Consideration as increased or decreased by the Working Capital Adjustment; deliver to the Seller (to the extent not already delivered prior to Completion) a copy holder of the releases, consents, approvals, confirmations or waivers, if any, referred Sale Shares; and to in Clause 2.2 and obtained by or on behalf substantiate the right of the Purchaser; deliver transferor of the Sale Shares pursuant to the Seller this Agreement; (to the extent not already delivered prior to Completiond) a copy, certified as a true copy and in full force and effect by a director or the legal manager of the PurchaserCompany as true and complete, of (i) a resolution the resolutions of the board of directors of the Purchaser authorising its entry into the transactions contemplated by this Agreement; and, if relevant, Company referred to in Clause 7.3; (iie) a Power copy of Attorney the board resolution(s) of the Vendor approving and authorising a person or persons to sign the execution of, and performance of the obligations of the Vendor under, this Agreement and other transactions as contemplated under this Agreement in order to give full effect to the Assignment Documents on behalf provisions of this Agreement; (f) the Deed of Indemnity and the Deed of Non-Competition (in the form and content satisfactory to the Purchaser) duly executed by the relevant parties to such deeds in favour of the Purchaser; execute and deliver those of the Assignment Documents to which it is a signatory; and perform and (g) such other actions and execute such other reasonable documents as may be required to transfer the Interests to it. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver give to the Purchaser (good title to the extent not already delivered prior Sale Shares and to Completion): enable the Assignment Documents duly executed by all Purchaser (or its nominee(s)) to become the Relevant Third Parties other than the Purchaser; registered owner thereof. 7.3 The Vendor shall procure a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution meeting of the board of directors of the Seller authorising Company to be held at which resolutions shall be passed for: (a) the approval for the transfer of the Sale Shares from the Vendor to the Purchaser (or its entry into nominee(s)) and the registration of such transfer, subject to the relevant instruments of transfer being duly presented for registration; (b) the execution of, and performance of the obligations under, this Agreement and other transactions as contemplated by under this Agreement in order to give full effect to the provisions of this Agreement; and, if relevant, (iic) a Power the approval of Attorney authorising a person or persons to sign this Agreement the Deed of Indemnity and the Assignment Documents Deed of Non-Competition and authorisation of execution of the same under seal for and on behalf of the Seller; Company. 7.4 The Vendor shall procure a meeting of the board of directors of the Company and perform such other actions and execute such other documents as each of the Group Company to be held at which resolutions shall be passed for the persons nominated by the Purchaser may reasonably requireshall be appointed directors, such appointments to transfer take effect any time after the Interests Completion Date. 7.5 The Purchaser shall on Completion: (a) produce to the Vendor the Deed of Indemnity and Deed of Non-Competition duly executed by the Purchaser; and (b) furnish to the Vendor a copy of the board resolution of the Purchaser approving and authorising the execution of, and performance of the obligations of the Purchaser under, this Agreement, the transfer of the Sale Shares to the Vendor (or its nominee(s) per instruction) and other transactions as contemplated under this Agreement in order to give full effect to the provisions of this Agreement. 4.2.3 Title 7.6 Upon the expiration of 90 days from the Completion Date, PROVIDED THAT the Put Option has not been exercised by the Purchaser and the Consideration has been paid to the Interests Vendor in accordance with Clause 4, the Vendor shall pass from the Seller deliver/release or cause to be delivered/released to the Purchaser upon Completionthe access to the Group’s Source Code of railways systems relating to the business operation of the Group in a timely manner. 7.7 The Purchaser shall not be obliged to complete this Agreement hereunder unless the Vendor complies fully with the relevant provisions of Clauses 7.2 and 7.

Completion. 4.1 5.1 Subject to fulfilment of the Conditions, the First Tranche Completion under this Agreement shall take place on the First Tranche Completion Date at the offices office of the Seller Company at a time agreed by ▇▇/▇., ▇▇▇▇▇▇▇▇ ▇▇, ▇▇. ▇▇ ▇▇▇▇▇ ▇▇▇ Road, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, Hong Kong, when all (but not some only) of the Partiesevents described in Clauses 5.2 and 5.3 shall occur. 4.2 On 5.2 At the Completion Date all but not part First Tranche Completion, the Company shall: (a) deliver or cause to be delivered to the Subscriber or to the order of the following business shall be transacted:Subscriber a certified copy of the board resolutions of the Company approving, amongst others, 4.2.1 The Purchaser shall: pay to (i) the Seller, or pay execution and completion of this Agreement; (ii) the allotment and issue of the First Tranche Subscription Shares in accordance with a direction from an Affiliate this Agreement and the entry of the Subscriber (or its nominees) in the register of members in respect of such Shares; and (iii) any necessary actions to an Affiliate, the Consideration as increased or decreased be undertaken by the Working Capital AdjustmentDirectors for the purpose of giving effect to the above board resolutions; and (b) allot and issue the First Tranche Subscription Shares to the Subscriber (or its nominee(s)) and shall promptly cause to be registered the Subscriber (or its nominee(s)) onto the register of members of the Company, and deliver to the Seller Subscriber (or its nominee(s)) definitive share certificates in respect of the First Tranche Subscription Shares in the name of the Subscriber (or its nominee(s)). 5.3 At the First Tranche Completion, the Subscriber shall: (a) pay or cause to be paid to the extent not already Company the First Tranche Consideration as set out in Clause 3.1; (b) deliver or cause to be delivered prior to Completionthe Company application letter in respect of the First Tranche Subscription Shares to the Company; and (c) deliver or cause to be delivered to the Company a certified copy of the releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Purchaser; deliver to the Seller (to the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Purchaser, of (i) a resolution of the board of directors of the Purchaser authorising Subscriber and/or its entry into nominee, approving, amongst others, the transactions contemplated by application for the First Tranche Subscription Shares. 5.4 Neither the Subscriber nor the Company shall be obliged to complete this Agreement or perform any obligations hereunder unless, at the First Tranche Completion, the other Party comply fully with the requirements of Clause 5.2 or Clause 5.3 (as the case may be). 5.5 Subject to fulfilment of the Conditions and the First Tranche Completion having taken place in accordance with the terms of this Agreement; and, if relevantthe Second Tranche Completion shall take place on the Second Tranche Completion Date at the office of the Company at ▇▇/▇., ▇▇▇▇▇▇▇▇ ▇▇, ▇▇. ▇▇ ▇▇▇▇▇ ▇▇▇ Road, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, Hong Kong, when all (iibut not some only) of the events described in Clauses 5.6 and 5.7 shall occur. 5.6 At the Second Tranche Completion, the Company shall: (a) deliver or cause to be delivered to the Subscriber or to the order of the Subscriber a Power certified copy of Attorney authorising a person or persons to sign the board resolutions of the Company approving, amongst others, (i) the allotment and issue of the Second Tranche Subscription Shares in accordance with this Agreement and the Assignment Documents on behalf entry of the PurchaserSubscriber (or its nominees) in the register of members in respect of such Shares; execute and (ii) any necessary actions to be undertaken by the Directors for the purpose of giving effect to the above board resolutions; and (b) allot and deliver those issue the Second Tranche Subscription Shares to the Subscriber (or its nominee(s)) and shall promptly cause to be registered the Subscriber (or its nominee(s)) onto the register of members of the Assignment Documents to which it is a signatory; Company, and perform such other actions and execute such other documents as may be required to transfer the Interests to it. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser Subscriber (or its nominee(s)) definitive share certificates in respect of the Second Tranche Subscription Shares in the name of the Subscriber (or its nominee(s)). 5.7 At the Second Tranche Completion, the Subscriber shall: (a) pay or cause to be paid to the extent not already Company the Second Tranche Consideration as set out in Clause 3.2; (b) deliver or cause to be delivered prior to Completion): the Assignment Documents duly executed by all Company application letter in respect of the Relevant Third Parties other than Second Tranche Subscription Shares to the PurchaserCompany; and (c) deliver or cause to be delivered to the Company a certified copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising Subscriber and/or its entry into nominee, approving, amongst others, the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons application for the Second Tranche Subscription Shares. 5.8 Neither the Subscriber nor the Company shall be obliged to sign complete this Agreement and or perform any obligations hereunder unless, at the Assignment Documents on behalf Second Tranche Completion, the other Party comply fully with the requirements of the Seller; and perform such other actions and execute such other documents Clause 5.6 or Clause 5.7 (as the Purchaser case may reasonably require, to transfer the Interests to the Purchaserbe). 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

Completion. 4.1 6.1 Subject to the fulfilment of the Conditions, Completion under this Agreement shall take place at the offices of the Sellers’ Solicitors at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇ at 11 a.m. on the fifth Business Day after the satisfaction (or waiver) of the last of the Conditions to be satisfied (or waived) (or such other date as the Purchasers and the Seller at a time agreed by the PartiesMajority may jointly agree). 4.2 On 6.2 Immediately prior to Completion, the Company shall, and each Board Represented Seller shall use such powers of control as it may have as a shareholder of the Company to procure that the Company shall, hold a board meeting of the Company at which such steps as are necessary to give effect to the provisions of Schedule 10 (Share schemes) are taken and to allot and issue the number of Class C Shares in respect of which the Optionholder Offer has been accepted and to write up the Company’s register of members to include the applicable Optionholders as the holders of such Class C Shares. 6.3 At Completion Date the Sellers shall do those things listed in Part A (Sellers’ obligations on Completion) of Schedule 3 (Completion arrangements) and the Purchasers shall do those things listed in Part B (Purchasers’ obligations) of Schedule 3 (Completion arrangements). For the avoidance of doubt, Completion shall only take place in respect of all but not part some of the following business shall Shares to be transactedtransferred to the Purchasers from the Sellers pursuant to the terms of this Agreement. 6.4 If the respective obligations of the Sellers under paragraph 1 of Part A (Sellers’ obligations on Completion) or the obligations of the Purchasers under paragraph 1 of Part B of Schedule 3 (Completion arrangements) are not complied with by no later than the Completion Date, the Purchasers (in the event that the Sellers have not complied with their obligations) or, the Sellers (by decision of the Seller Majority) (in the event that the Purchasers have not complied with their obligations) may: 4.2.1 The Purchaser shall: pay (A) defer Completion (so that the provisions of this Clause 6 shall apply to Completion as so deferred for up to 10 Business Days); or (B) proceed to Completion as far as practicable (without limiting the rights of the parties under this Agreement); or (C) terminate this Agreement by notice in writing to the Seller, other party. 6.5 Payment by telegraphic transfer of the consideration due to the Cash Sellers to the accounts referred to in clause 5.4(C) and allotment and issue or pay transfer (as applicable) of the Consideration Shares to the Share Receiving Sellers in accordance with a direction from an Affiliate to an Affiliateparagraph 1 of Part B (Purchasers’ obligations) of Schedule 3 (Completion arrangements) and, the Consideration as increased or decreased by the Working Capital Adjustment; deliver to the Seller (to the extent not already delivered prior to Completion) a copy applicable, performance of the releases, consents, approvals, confirmations or waivers, if any, referred to matters set out in Clause 2.2 clause 5.6 (Consideration) shall constitute payment and obtained by or on behalf satisfaction of the Purchaser; deliver to the Seller (to the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Purchaser, of (i) a resolution of the board of directors of the Purchaser authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Purchaser; execute and deliver those of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to itInitial Consideration. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the Purchaser. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

Completion. 4.1 5.1 Completion under this Agreement shall take place at the offices of the Notary (or such other venue as the Seller shall notify to the Buyer in writing) in Amsterdam at a time agreed by 10.00 a.m. on the Partiestenth Business Day following the day on which all of the Conditions have been satisfied or waived, or at such other venue and/or date as the Buyer and the Seller shall agree in writing (it being understood that Completion shall not be deemed to have occurred until all of the steps set forth in clauses 5.1 to 5.4 (inclusive) have been completed, subject to the terms contained in this clause 5). 4.2 On 5.2 No later than two Business Days before Completion, the Completion Date all but not part Seller and the Buyer shall jointly confirm the amount of the following business shall be transactedNet Consideration to the Notary in writing (the “Notary Confirmation”). 5.3 Not later than the Business Day before Completion: 4.2.1 The Purchaser shall: pay (a) the Seller and the Buyer shall procure that the Notary send the Notary Letter to the SellerSeller and the Buyer, or pay and the Buyer and the Seller shall sign such Notary Letter for acceptance; and (b) following the execution of the Notary Letter in accordance with a direction from an Affiliate to an Affiliateclause 5.3(a), the Buyer shall pay the Net Consideration as increased or decreased to the Notary’s Account (to be received in the Notary’s Account by no later than 10.00 a.m. on, and for value at, the date of Completion), which amount shall be held by the Working Capital Adjustment; deliver to the Seller (to the extent not already delivered prior to Completion) a copy of the releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 Notary for and obtained by or on behalf of the Purchaser; deliver to Buyer until the Seller (to Notarial Deed of Transfer has been executed, after which the extent not already delivered prior to Completion) a copy, certified as a true copy Notary shall hold such amount for and in full force and effect by a director or the legal manager of the Purchaser, of (i) a resolution of the board of directors of the Purchaser authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Purchaser; execute Seller and deliver those of shall pay such amount in accordance with the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to itNotary Letter. 4.2.2 The Seller shall5.4 At Completion, after confirmation by the Notary that the Net Consideration has been received in the Notary’s Account, the Seller and the Buyer shall perform their respective obligations set out in Schedule 4. 5.5 If any foregoing provisions of receipt of clauses 5.2 to 5.4 are not fully complied with by the amounts payable under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations Buyer or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, then: (a) the Buyer, in the case of non-compliance by the Seller, or (b) the Seller, in the case of non-compliance by the Buyer, shall be entitled (in addition to and without prejudice to all other rights or remedies available to it, including the right to claim damages) by written notice to the other, served on such date: (i) in the case of material non-compliance with clauses 5.2 to 5.4, to elect not to proceed with the transactions set out in this agreement and to terminate this agreement whereupon the provisions of clause 3.10 shall apply; (ii) to effect Completion so far as practicable having regard to the defaults which have occurred; or (iii) to fix a resolution new date for Completion not being later than seven Business Days after the relevant date originally fixed for Completion in which case the foregoing provisions of this clause 5 shall apply to Completion as so deferred. 5.6 If Completion is postponed to another date in accordance with clause 5.5(iii), the provisions of this agreement shall apply as if that other date is the Completion Date, provided that, where the postponement is due solely to a default of the board Buyer, the Buyer shall pay to the Seller interest (less the amount of directors any withholding Tax deducted therefrom in accordance with clause 13.4) on the unpaid Consideration at the Default Rate in respect of the period from the intended date of Completion to the actual date of Completion. 5.7 Each of the Seller authorising its entry into and the transactions contemplated by this AgreementBuyer hereby declare that it is respectively aware of the fact that the Notary is associated with Houthoff Coöperatief U.A., a firm that advises the Buyer in connection with the sale, purchase and transfer of the Shares. With reference to the Professional Code of Conduct (Verordening beroeps- en gedragsregels) of the Royal Notarial Professional Organisation (Koninklijke Notariële Beroepsorganisatie), the Seller and the Buyer each hereby: (a) declare to be aware of the fact that the Notary and/or a colleague of the Notary associated with Houthoff Coöperatief U.A. act(s) as legal counsel to the Buyer in connection with the Transaction Documents; (b) consent to the fact that the Notary shall execute the Notarial Deed of Transfer; and, if relevant, (iic) consent to the fact that a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf colleague of the Seller; and perform such other actions and execute such other documents as Notary associated with Houthoff Coöperatief U.A. may represent the Purchaser may reasonably require, to transfer Buyer if any dispute arises out of the Interests to the PurchaserTransaction Documents. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

Completion. 4.1 Completion under 11.1 Unless this Agreement is previously terminated in accordance with its terms, Completion shall take place in escrow (“Escrow Completion”) on the Business Day immediately prior to the proposed date of Admission at the offices of the Seller at a time agreed by the Parties. 4.2 On the Completion Date all but not part of the following business shall be transacted: 4.2.1 The Purchaser shall: pay to the SellerBuyer’s Solicitors, or pay in accordance with a direction from an Affiliate to an Affiliate, the Consideration as increased or decreased by the Working Capital Adjustment; deliver to the Seller (to the extent not already delivered prior to Completion) a copy of the releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Purchaser; deliver to the Seller (to the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Purchaser, of (i) a resolution of the board of directors of the Purchaser authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Purchaser; execute and deliver those of the Assignment Documents to which it is a signatory; and perform at such other actions time and execute such other documents place as may be required agreed between the Buyer and the Sellers’ Representative. Subject to transfer Clause 11.5, the Interests Sellers and the Buyer shall irrevocably instruct the Buyer’s Solicitors to ithold the documents executed but left undated (unless otherwise specified in Schedule 3) pursuant to this Clause 11 in escrow subject to but pending Admission. During such escrow period, the parties shall procure that none of the documents to be so held are varied or otherwise amended or terminated (unless this Agreement shall terminate, in which case each of the undated documents shall be released back to the party who delivered such document in escrow and those documents shall be of no effect). Subject to Clause 11.6 and upon Admission, the terms of the escrow will be deemed to have been satisfied, and Completion shall occur automatically and each of the documents held in escrow shall be released, any deeds shall then be deemed delivered and become the absolute property of the party entitled thereto and shall be dated by the Buyer’s Solicitors and the Sellers’ Solicitors as appropriate, and become effective as at Completion. 4.2.2 The Seller shall11.2 At Escrow Completion, after confirmation the Sellers shall on the terms of receipt this Clause 11: (a) deliver or cause to be delivered the documents and evidence set out in part 1 of Schedule 3; (b) procure that a board meeting of the amounts payable under Clause 4.2.1(a), deliver Company is held at which the Conversion Shares shall be issued to the Purchaser (to Lenders and the extent not already delivered prior matters identified in part 3 of Schedule 3 are carried out subject to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the Purchaser. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

Completion. 4.1 7.1 The sales and purchases referred to in Clauses 2 and 3 shall be conditional on: (a) the issue by the Issuer of the Notes and the drawing by the Issuer under the Subordinated Loan Agreement of the amounts referred to in clause 2.1 of the Subordinated Loan Agreement on the Closing Date; (b) the Relevant Documents having been executed and delivered by the parties thereto on or before the Closing Date; (c) the delivery by the Issuer, the Seller and each relevant Warehouser of a solvency certificate dated the date of such purchase in or substantially in the form set out in Schedule 6, signed by an authorised officer of the relevant company; and (1) in the case of the sale and purchase of the Original Mortgages, the delivery of each Warehouse Original Release and (2) in the case of the sale and purchase of Additional Mortgages, if applicable, the delivery of the relevant Warehouse Further Release relating to those Additional Mortgages. Completion under this Agreement of the purchase of the Original Mortgages shall take place on the Closing Date immediately upon satisfaction of conditions (a), (b), (c) and (d)(1) referred to in this Clause 7.1, when the steps listed in Clause 7.2 shall take place, each of which shall be deemed to take place simultaneously and simultaneously with the satisfaction of conditions (a), (b), (c) and (d)(1) referred to in this Clause 7.1, immediately following which the steps listed in Clauses 7.5, 7.6 and 7.7 shall take place, each of which shall be deemed to take place simultaneously and payment shall be made in accordance with Clause 7.8. 7.2 On the Closing Date, the Warehousers shall deliver to the Seller in the case of the Original Mortgages: (a) paper copies of the title deeds to the Properties in respect of the Original Mortgages; (b) electronic copies of the Original Mortgages registered at the Land Registry of England and Wales; (c) its files relating to each of the Original Mortgages; and (d) one copy of the Annexure to this Agreement, signed by the parties hereto for the purposes of identification, and each of the Warehousers and the Administrator shall deliver the relevant Warehouse Original Release (as appropriate to effect a release of any security interest over the legal and beneficial interests therein). The items referred to in (a), (b), (c) and (d) above shall be delivered on the Closing Date to the offices of the Administrator in Solihull or the relevant Warehouser shall confirm to the Seller in an agreed form of letter that following the Closing Date such items will be held by the relevant Warehouser to the order of the Seller and the Seller agrees that compliance with this provision shall constitute good delivery of the relevant documents for the purposes of this Clause. 7.3 On each Further Purchase Date, if applicable, the relevant Warehouser shall deliver to the Seller in the case of the Additional Mortgages: (a) paper copies of the title deeds to the Properties in respect of the relevant Additional Mortgages; (b) electronic copies of the Additional Mortgages registered at the Land Registry of England and Wales; (c) its files relating to each of the relevant Additional Mortgages; and (d) one copy of each of the Additional Mortgage Requests delivered pursuant to Clauses 2.2 and 3.2, and each of that Warehouser and the Seller shall deliver a Warehouse Further Release (as appropriate to effect a release of any security interest over the legal and beneficial interests therein). 7.4 The items referred to in (a), (b), (c) and (d) in Clause 7.3 above shall be delivered on each Further Purchase Date at the offices of the Seller at a time agreed by Administrator in Solihull or the Parties. 4.2 On the Completion Date all but not part of the following business relevant Warehouser shall be transacted: 4.2.1 The Purchaser shall: pay to the Seller, or pay in accordance with a direction from an Affiliate to an Affiliate, the Consideration as increased or decreased by the Working Capital Adjustment; deliver confirm to the Seller (in an agreed form of letter that following such Further Purchase Date such items will be held by the relevant Warehouser to the extent not already delivered prior to Completion) a copy order of the releasesSeller and the Seller agrees that compliance with this provision shall constitute good delivery of the relevant documents for the purposes of this Clause. 7.5 On each Purchase Date, consents, approvals, confirmations or waiverssubject to the relevant Warehouser having performed its obligations under Clause 7.2 in the case of the Original Mortgages and Clause 7.3 in the case of the Additional Mortgages, if any, as the case may be, the Seller shall procure the payment of the Warehouser Consideration payable to the relevant Warehouser in accordance with Clause 5.1 for value on the relevant Purchase Date. 7.6 On each Purchase Date, the Seller shall deliver or procure that there are delivered to the Issuer: (a) in the case of the Closing Date only, a duly executed power (in duplicate) in the form of the Power of Attorney; (b) in the case of the Closing Date only, a certified copy of each of the relevant Insurance Contracts set out in Schedule 1 and in the case of a Further Purchase Date, a certificate stating that there has been no material change to the Insurance Contracts set out in Schedule 1 (or if there has been a material change, a certified copy of the relevant Insurance Contract); (c) the documents referred to in Clause 2.2 7.2 or Clause 7.3 on the relevant Purchase Date as the case may be, and obtained by or on behalf of the Purchaser; deliver to the Seller shall deliver the relevant Warehouse Release (as appropriate to the extent not already delivered prior to Completion) effect a copy, certified as a true copy and in full force and effect by a director or release of any security interest over the legal manager of the Purchaser, of (i) a resolution of the board of directors of the Purchaser authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Purchaser; execute and deliver those of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to it. 4.2.2 beneficial interests therein). The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, items referred to in Clause 2.2 Clauses 7.2 and obtained by or 7.3, items (a), (b) and (c) (in each case) shall be delivered on behalf the relevant Purchase Date at the offices of the Seller; a copyAdministrator in Solihull, certified as a true copy and in full force and effect by a director or the legal manager Seller shall confirm to the Issuer and the Trustee in an agreed form of letter that as of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated relevant Purchase Date such items will be held by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the Purchaser. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completionorder of the Trustee. The Issuer agrees that compliance with this provision shall constitute good delivery of the relevant documents to the Issuer for the purposes of this Clause. 7.7 In the case of the Closing Date only, the Issuer shall deliver, or procure that there are delivered, to the Administrator powers of attorney duly executed by the Issuer and the Trustee in accordance with clause 10.1 of the Administration Agreement. 7.8 On the relevant Purchase Date, subject to each of the relevant Warehouser and the Seller having satisfied and performed their respective obligations herein, the Issuer shall satisfy and discharge the Initial Purchase Consideration payable under Clause

Completion. 4.1 5.1 Completion under this Agreement shall take place place, unless otherwise agreed in writing between the Parties, at the offices of Hammarskiöld & Co in Stockholm, Sweden, on the Seller at a time agreed by date occurring five (5) Business Days after the Partiesdate upon which the Conditions Precedent in Section 4 are satisfied, deemed to be satisfied or waived (the “Completion Date”). 4.2 On 5.2 At the Completion Date the Vendor shall: (i) ensure that the Shares are transferred and delivered, free from all but not part liens and encumbrances, to the Purchaser’s account with the Nordic Central Securities Depository (Sw. VPC), as notified by the Purchaser no later than five (5) Business Days prior to the Completion Date; (ii) cause all of the following business shall be transacted: 4.2.1 The Directors of the Company to resign from the board or, if the Purchaser shall: pay to the Seller, or pay in accordance with a direction from an Affiliate to an Affiliate, the Consideration as increased or decreased by the Working Capital Adjustment; deliver to the Seller otherwise instructs three (to the extent not already delivered 3) Business Days prior to Completion) a copy of the releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained only those Directors designated by or on behalf of the Purchaser; ; (iii) deliver a certificate to the Seller (Purchaser to the extent not already delivered prior to Completioneffect that all Debt (other than financing leases) a copy, certified as a true copy and Intercompany Payables have been paid in full force and effect by a director or the legal manager of the Purchaser, of as set out in Section 3.5 (i) a resolution of the board of directors of the Purchaser authorising its entry into the transactions contemplated by this Agreement; and, if relevant, and (ii); (iv) a Power deliver powers of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Purchaser; execute and deliver those of the Assignment Documents to which it is a signatory; and perform attorney (in such other actions and execute such other documents as may be required to transfer the Interests to it. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents form as the Purchaser may reasonably require), issued by each Group Company, enabling the persons appointed by the Purchaser to transfer sign for and on behalf of the Interests Group Companies until new signatories have been duly registered; (v) deliver all (if any) issued certificates representing the shares of the Subsidiaries, all (if any) issued certificates representing registered floating charges in respect of the Company and all (if any) issued certificates representing mortgages in respect of owned real properties located in Sweden, except as set out in Exhibit 5.2. Notwithstanding the foregoing, if Vendor fails to comply with its obligations in Section 5.2(v), the Purchaser shall not be entitled to terminate the Agreement or arrange a new date for Completion, unless the Vendor’s failure results in the senior debt and working capital facilities of the Purchaser for the transaction not being available in full at and after Completion. For purposes of the foregoing, the Vendor shall be permitted to take such actions (including providing indemnities) as may be requested by the senior lender to make such debt and facilities so available, or to lend directly to the PurchaserCompany on substantially the same terms as the loan or part of loan not made, in which case the Purchaser shall be required to complete the purchase of the Shares; (vi) deliver the Disclosure Letter; and (vii) deliver a waiver and release of all liabilities of the Company to reimburse the Vendor and its Affiliates for any compensation or payment for ▇▇▇▇▇▇▇-▇▇▇▇▇▇ provided benefits. 4.2.3 Title 5.3 At the Completion Date, the Purchaser shall: (i) pay to the Interests shall pass Vendor the Preliminary Purchase Price by wire transfer of same-day immediately available funds to the bank account specified by the Vendor in writing at least 3 Business Days prior to the Completion Date; and (ii) provide documentation acceptable to the Vendor evidencing that the Vendor and the Vendor’s Affiliates have been irrevocably released from the Seller undertakings set out in Exhibit 5.3 (ii). 5.4 At the Completion Date, the Vendor shall cause a shareholders meeting and a board meeting to be held in the Company allowing the Purchaser to appoint new directors and deputy directors and to appoint company signatories. The Purchaser shall prepare the minutes of said meetings as well as the necessary ancillary documentation, and the Purchaser shall procure that the documentation, immediately following said meetings, is submitted to the Swedish Companies Registration Office and procure confirmation of receipt of such submission as soon as reasonably practible. The Purchaser upon shall submit all draft minutes and necessary ancillary documentation referred to in this Section 5.4 to Advokatfirman Hammarskiöld & Co for their approval and agreement at least three (3) Business Days prior to Completion. 5.5 If the Purchaser fails to comply with any obligation in Section 5.3 or 5.4, or if the Vendor fails to comply with its obligations in Section 5.2, the Purchaser, in the case of non-compliance by the Vendor, or the Vendor, in the case of non-compliance by the Purchaser, shall be entitled (in addition to, and without prejudice to, all other rights or remedies available to such Party, including the right to claim damages) by written notice to the other; (i) to terminate the Agreement (other than the Surviving Sections) without liability on its part; or (ii) to arrange a new date for Completion (not being more than twenty (20) Business Days after the agreed date of Completion) in which case the provisions of Sections 5.2, 5.3 and 5.4 shall apply to Completion as so deferred, provided such deferral may only occur once. If Completion is deferred as a consequence of the Purchaser’s failure to comply with an obligation in Section 5.3 or 5.4, the Purchase Price shall be increased with interest from the scheduled Completion Date up to and including the date when completion actually occurs, at a rate of eight (8) percent per annum. 5.6 If Completion has not occurred on or before the day occurring nine calendar months from Signing Date as a result of the absence of satisfaction or waiver of the Conditions Precedent, either Party, subject to this Section 5.6, shall have a right to terminate this Agreement (other than the Surviving Sections) with immediate effect and neither Party shall have any claims against each other by reason thereof. For the avoidance of doubt, a Party causing the non-satisfaction of a Condition Precedent shall not be entitled to terminate this Agreement in accordance with this Section 5.6.

Completion. 4.1 Completion 4.1. The completion of the sale and purchase of the Sale Shares ("Completion") is conditional upon: 4.1.1. completion of the Business Transfer Agreement; and 4.1.2. receipt by ▇▇▇▇▇ ▇▇▇▇▇ of written confirmation (which may be by e-mail) from ▇▇▇▇▇ ▇▇▇▇▇ (in his capacity as a director of Foxtons Group plc ("Foxtons")) that the approval of the transactions contemplated by this Agreement has been given by the shareholders of Foxtons, as required under Chapter 11 of the Financial Conduct Authority Listing Rules, (together, the “Conditions”) and shall occur, subject to clause 4.4, immediately following satisfaction of the Conditions. 4.2. On or before Completion, the Seller shall deliver to the Purchaser: 4.2.1. share certificate indemnities in respect of the Sale Shares in the Agreed Form; and 4.2.2. the following documents duly executed in the Agreed Form: (a) stock transfer forms in favour of the Purchaser in respect of the Sale Shares; (b) director resignation letters from Nic Budden, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ in respect of the Company and D&G(2); and (c) board resolutions of the Company and D&G(2) approving the registration of the transfer of the Sale Shares to the Purchaser and other related matters. 4.3. The Seller and the Purchaser acknowledge and agree that the certificates of incorporation and statutory books of the Company and D&G(2) and shall be deemed delivered by the Seller to the Purchaser at the date of Completion. 4.4. If the Conditions are not satisfied on or before midnight on the Long-Stop Date, this Agreement shall take place at automatically terminate, save that the offices rights and liabilities of the Seller at a time agreed by the Partiesparties which have accrued prior to termination shall continue to subsist. 4.2 On the Completion Date all but not part of the following business shall be transacted: 4.2.1 The Purchaser shall: pay to the Seller, or pay 4.5. If this Agreement terminates in accordance with a direction from an Affiliate clause 4.4, or any other provision of this Agreement, it will immediately cease to an Affiliatehave any further force or effect except for clauses 1, the Consideration as increased or decreased by the Working Capital Adjustment; deliver to 4.3, 8, 9, 15 and 16. 4.6. Neither the Seller (nor the Purchaser shall be obliged to complete the extent not already delivered prior to Completion) a copy sale or purchase of any of the releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf Sale Shares unless all of the Purchaser; deliver to the Seller (to the extent not already delivered prior to Completion) a copy, certified as a true copy Sale Shares are sold and purchased simultaneously. 4.7. The provisions of this Agreement shall remain in full force and effect by a director notwithstanding Completion insofar as they remain to be observed or the legal manager of the Purchaser, of (i) a resolution of the board of directors of the Purchaser authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Purchaser; execute and deliver those of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to itperformed. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the Purchaser. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

Completion. 4.1 6.1 Completion under this Agreement shall take place on the Completion Date at the offices of the Seller Seller’s Solicitors at a 47th Floor, Jardine House, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, or at such other time agreed by and/or place or in such other manner (including electronic exchange of documents) as the Partiesparties may agree. 4.2 On 6.2 At Completion the Seller shall do those things listed in Part A (Seller’s obligations) of Schedule 1 (Completion arrangements) and the Purchaser shall do those things listed in Part B (Purchaser’s obligations) of Schedule 1 (Completion arrangements). Completion shall take place in accordance with Part C (General) of Schedule 1 (Completion arrangements). 6.3 Neither the Seller nor the Purchaser shall be obliged to complete the sale and purchase of any of the Shares unless the sale and purchase of all of the Shares is completed simultaneously. 6.4 If the respective obligations of the Seller and/or the Purchaser under clause 6.2 and Schedule 1 (Completion arrangements) are not complied with on the Completion Date all but not part the Purchaser (in the case of non-compliance by the Seller) or, as the case may be, the Seller (in the case of non-compliance by the Purchaser) may: (A) defer Completion (so that the provisions of this clause 6 shall apply to Completion as so deferred) to the first Business Day following the next Month-End Date, or to such other date as the parties may agree; or (B) proceed to Completion as far as practicable (without limiting its rights under this Agreement). 6.5 Completion may only occur after Friday, 29 December 2023 with the mutual agreement of the following business shall be transacted:Seller’s Guarantor and the Purchaser’s Guarantor. 4.2.1 6.6 The Purchaser shall: pay parties will cooperate in good faith to minimise any costs to the Purchaser’s Group or the Seller, or pay ’s Group in accordance with a direction relation to paying the Initial Purchase Price from an Affiliate to an Affiliate, the Consideration as increased or decreased by the Working Capital Adjustment; deliver Purchaser to the Seller (to the extent not already delivered prior to Completion) a copy of the releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Purchaser; deliver to the Seller (to the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Purchaser, of (i) a resolution of the board of directors of the Purchaser authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Purchaser; execute and deliver those of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to it. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the Purchaser. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon at Completion.

Completion. 4.1 6.1 Subject to satisfaction of all the Conditions and/or waiver thereof in accordance with Clause 4.2, Completion shall take place on the date falling fifth Business Days after the date (not being later than the Longstop Date) on which the Conditions under Clause 4.1(g) and (h) are satisfied at the office of Dechert at 31/▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇ such other date and/or place as agreed by the Parties in writing. 6.2 At Completion, the Seller shall do all those things set out in Part A of Schedule 3. 6.3 At Completion, the Purchaser shall make payment of (or procure the payment of) the amounts contemplated under Clause 3.1(a), 3.1(b) and 3.1(e) and do all those things set out in Part B of Schedule 3. 6.4 If: (a) Completion does not take place on the date set for Completion in Clause 6.1 as a result of the Seller failing to comply fully with any of its obligations under Clause 6.2; or (b) at any time before Completion the Purchaser becomes aware that any of the Seller’s Warranties is incorrect, inaccurate or misleading, or any of the Seller's obligations hereunder has not been or is (in the opinion of the Purchaser) incapable of being carried out, in each case in a way which (in the opinion of the Purchaser is material in the context of its proposed acquisition of the Sale Share), the Purchaser may at its option (but without prejudice to any other right or remedy it may have, including any right to subsequently claim for such failure to comply or breach of the Seller’s Warranties) by notice to the Seller elect to: (i) proceed to Completion in so far as reasonably practicable; (ii) postpone Completion to a date (being a Business Day) falling not more than 10 Business Days after the date set for Completion in accordance with Clause 6.1; or (iii) terminate this Agreement (in which event Clause 14 shall apply), and if the Purchaser elects to postpone Completion in accordance with (ii) above, then the provisions of this Agreement shall apply as if the date set for Completion in Clause 6.1 were the date to which Completion is so postponed. 6.5 If: (a) Completion does not take place on the date set for Completion in Clause 6.1 as a result of the Purchaser failing to comply fully with any of its obligations under Clause 6.3; or (b) at any time before Completion the offices Seller becomes aware that any of the Purchaser’s Warranties to this Agreement is incorrect, inaccurate or misleading, or any of the Purchaser’s obligations hereunder has not been or is (in the opinion of the Seller) incapable of being carried out, in each case in a way which (in the opinion of the Seller at a time agreed by is material in the Parties. 4.2 On the Completion Date all but not part context of its proposed acquisition of the following business shall be transacted: 4.2.1 The Purchaser shall: pay Sale Share), the Seller may at its option (but without prejudice to any other right or remedy it may have, including any right to subsequently claim for such failure to comply or breach of the Purchaser’s Warranties) by notice to the Seller, or pay Purchaser elect to: (i) proceed to Completion in so far as reasonably practicable; (ii) postpone Completion to a date (being a Business Day) falling not more than 10 Business Days after the date set for Completion in accordance with a direction from an Affiliate to an AffiliateClause 6.1; or (iii) terminate this Agreement (in which event Clause 14 shall apply), the Consideration as increased or decreased by the Working Capital Adjustment; deliver to and if the Seller (elects to the extent not already delivered prior to Completion) a copy of the releases, consents, approvals, confirmations or waivers, if any, referred to postpone Completion in Clause 2.2 and obtained by or on behalf of the Purchaser; deliver to the Seller (to the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Purchaser, of (i) a resolution of the board of directors of the Purchaser authorising its entry into the transactions contemplated by this Agreement; and, if relevant, accordance with (ii) a Power above, then the provisions of Attorney authorising a person or persons to sign this Agreement and shall apply as if the Assignment Documents on behalf of date set for Completion in Clause 6.1 were the Purchaser; execute and deliver those of the Assignment Documents date to which it Completion is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to itso postponed. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the Purchaser. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

Completion. 4.1 9.1 Completion under this Agreement shall take place at the offices of the Seller at a time agreed by the Parties. 4.2 On on the Completion Date all but not part of or at such other time(s) and place(s) as the following business shall be transactedParties may agree. 9.2 At Completion, the Purchaser shall: 4.2.1 The Purchaser shall: pay to the Seller, or pay in accordance with a direction from an Affiliate to an Affiliate, the Consideration as increased or decreased by the Working Capital Adjustment; deliver 9.2.1 Deliver to the Seller (to the extent not already delivered prior to Completion) a copy of the releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Purchaser; deliver to the Seller (to the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Purchaser, of (i) a board resolution of the board of directors of the Purchaser authorising its entry into authorizing the transactions contemplated by this Agreement; and, if relevant, (ii) a Power execution of Attorney authorising a person or persons to sign this Agreement and (the Assignment Documents on behalf copy of the Purchaser; execute and deliver those of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to it. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, board resolution being certified as a true copy and in full force and effect of the original by a director or the legal manager of the SellerPurchaser) together with a true copy of any relevant powers of attorney (if any) pursuant to which this Agreement is to be executed. 9.2.2 Make payment of the Debt Repayment Amount as per Clause 5 above. 9.3 At Completion, the Seller shall: 9.3.1 Deliver or cause to be delivered to the Purchaser all of the Business Assets including Business Plant and Machinery which are capable of transfer by delivery, with the intent that title in such Business Assets including the Business Plant and Machinery shall pass by such delivery by making the same available for collection at the place in which they are situate or such other place which may be mutually agreed upon by the Parties; 9.3.2 Deliver or cause to be delivered to the Purchaser (ior shall certify to the Purchaser an address or addresses for collection of originals of) all such records, documents, lists, catalogues, literature and materials as are included in the Business Assets and the Business Plant and Machinery by making the same available for collection at the place in which they are situate or such other place which may be mutually agreed upon by the Parties; 9.3.3 Sign the assignment deeds in respect of the Business Properties in favour of the Purchaser upon the Purchaser paying the stamp duty thereon, if any; 9.3.4 Deliver or cause to be delivered to the Purchaser all original deeds and documents of title (without prejudice to the other provisions of Clause 5.1.2) relating to any of the Business Assets including the Business Plant and Machinery and the Business Properties in its possession; 9.3.5 Sign the novation deed and procure the signature of ▇▇. ▇▇▇▇▇▇▇▇▇ Security Services in respect of the contract dated March 27, 2006 between the Seller and ▇▇. ▇▇▇▇▇▇▇▇▇ Security Services in favour of the Purchaser; 9.3.6 Make reasonable efforts to procure the written confirmation of the Employees confirming that they shall continue their employment with the Purchaser on the same terms and conditions as they are currently employed with the Employees and shall provide the originals of the same to the Purchaser; 9.3.7 Deliver a resolution copy of an extract from the minutes of a meeting of the board of directors of the Seller authorising its entry into the transactions contemplated execution by this Agreement; and, if relevant, (ii) a Power the Seller of Attorney authorising a person or persons to sign this Agreement and (those copy minutes being certified as a true copy of the Assignment Documents on behalf original by the secretary of the Seller; ) together with a true copy of any relevant powers of attorney pursuant to which this Agreement is to be executed; 9.3.8 AOPL shall sell and perform such other actions and execute such other documents as convey the Purchaser may reasonably require, to transfer the Interests to the Purchaser. 4.2.3 Title to the Interests shall pass from the Seller Residential Flats to the Purchaser upon Completionon an “as is where is” basis and towards this AOPL shall execute a conveyance deed in favour of the Purchaser and shall obtain necessary approvals from ICICI Bank to whom the Residential Flats are mortgaged for such sale alongwith any outstanding payment under the loan from ICICI Bank.

Completion. 4.1 6.1 Completion under this Agreement shall take place at the offices of the Seller at a time agreed by the Parties. 4.2 On Seller’s Solicitors on the Completion Date all but not part or at such other place and/or on such other date as may be agreed between the parties. 6.2 The Seller shall procure that prior to Completion the Pre-Completion Reorganisation referred to in clause 5.5(a) - (g) and (i) shall have completed. 6.3 On Completion the Seller shall cause to be delivered to the Purchaser: (a) evidence in a form reasonably satisfactory to the Purchaser of the following business shall be transacted: 4.2.1 The Purchaser shall: pay satisfaction of Condition 8, except to the Seller, or pay extent that such Condition has been waived in accordance with clause 4, and of completion of the Pre-Completion Reorganisation pursuant to clause 6.2; (b) duly executed transfers of the Shares in favour of the Purchaser (or as it may direct) together with the share certificates relating to such Shares or indemnities in respect of lost certificates; (c) such other documents (including a direction from an Affiliate certified copy of the minutes of the directors of the Seller or any power of attorney) under which any document required to an Affiliatebe delivered by it under this clause has been executed; (d) the statutory books of the Company made up to the Completion Date, its accounting records and the common seal and certificate of incorporation and on change of name of the Company (and the statutory books (made up to the Completion Date) and accounting records, common seal and certificate of incorporation and on change of name, of each of the Subsidiary Undertakings shall be delivered to the Purchaser’s control) in each case so far as they are not held by or to the order of a Group member; (e) share certificates (or indemnities in respect of lost certificates) for all issued shares in the capital of each Subsidiary Undertaking; (f) irrevocable powers of attorney in the agreed terms executed by the Seller in respect of the Shares sold by it hereunder, in favour of the Purchaser appointing the Purchaser to be its lawful attorney in respect of the Shares; (g) the Administration Services Agreements duly executed by the relevant members of the Group and the relevant members of the IMG Group; (h) the Transitional Services Agreements duly executed by the relevant members of the Group and the relevant members of the IMG Group; (i) the Tenancy Agreement, duly executed by Baring Investment Services Limited; and (j) the Guernsey Licence Agreement, duly executed by the parties thereto. 6.4 On Completion the Seller shall cause a board meeting of the Company, to be duly convened and held at which: (a) the said transfers of the Shares shall be approved for registration (subject only to their being duly stamped by, and at the cost of, the Consideration Purchaser); and (b) such persons as increased or decreased may be nominated by the Working Capital Adjustment; Purchaser shall be appointed directors and secretary of the Company (within the maximum number, if any, permitted under its articles of association). 6.5 Subject to the Seller having complied with its obligations under clauses 6.2, 6.3 and 6.4, on Completion the Purchaser shall: (a) deliver to the Seller (in a form reasonably satisfactory to the extent not already delivered prior to CompletionSeller evidence of satisfaction of each of Conditions 1 and 3 other than any such Condition that has been waived by the parties in accordance with clause 4; and (b) a copy of the releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Purchaser; deliver to the Seller the Tenancy Agreement duly executed by Northern Trust Management Services Limited; and (to c) pay £260,000,000 by telegraphic transfer into the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director or the legal manager account of the Purchaser, Seller’s Solicitors (in the manner specified in clause 3.3). 6.6 The Seller’s Solicitors are hereby irrevocably authorised by the Seller to receive all amounts expressed to be payable to it pursuant to any provision of (i) a resolution of the board of directors of the Purchaser authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf receipt by the Seller’s Solicitors of the Purchaser; execute and deliver those of the Assignment Documents to which it is a signatory; and perform each such other actions and execute such other documents as may amount shall be required to transfer the Interests to it. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver an absolute discharge to the Purchaser (who shall not be concerned to see to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy application of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform any such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the Purchaseramount thereafter. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

Completion. 4.1 6.1 Completion under this Agreement shall take place on the Completion Date at the offices of the Seller Purchaser’s Lawyers or at a time such other place as is agreed in writing by the PartiesSellers and Purchaser. 4.2 On 6.2 At Completion, the Sellers shall undertake those actions listed in Part 1 of Schedule 3 (Completion Arrangements). 6.3 At Completion, the Purchaser shall undertake those actions listed in Part 2 of Schedule 3 (Completion Arrangements). 6.4 The Parties agree that all certificates, deeds, documents and the Consideration deliverable on Completion to any Party, or the Purchaser’s Lawyers or the Sellers’ Lawyers respectively (together the ”Deliverables”), may be held by the Purchaser’s Lawyers or the Sellers’ Lawyers (as the case may be) to the order of the person delivering the same until such time as Completion shall have taken place at which such time such Deliverables shall be released immediately to the order of the intended recipient. 6.5 If there is a material breach of Clause 6.2 and Part 1 of Schedule 3 (Completion Arrangements) on the Completion Date all but Date, the Purchaser shall not part of the following business shall be transactedobliged to complete this Agreement and may: 4.2.1 The Purchaser shall: pay (a) defer Completion (with the provisions of this Clause 6 applying to Completion as so deferred); or (b) proceed to Completion as far as practicable (without limiting its rights and remedies under this Agreement); or (c) treat this Agreement as terminated for breach of condition subject to, and on the Sellerbasis set out in, or pay in accordance with Clause 14 (Termination). 6.6 If there is a direction from an Affiliate to an Affiliatematerial breach of Clause 6.3 and Part 2 of Schedule 3 (Completion Arrangements) on the Completion Date, the Consideration as increased or decreased by the Working Capital Adjustment; deliver Sellers shall not be obliged to the Seller (to the extent not already delivered prior to Completion) a copy of the releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Purchaser; deliver to the Seller (to the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Purchaser, of (i) a resolution of the board of directors of the Purchaser authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign complete this Agreement and the Assignment Documents Sellers’ Representative may: (a) defer Completion (with the provisions of this Clause 6 applying to Completion as so deferred); or (b) proceed to Completion as far as practicable (without limiting its rights and remedies under this Agreement); or (c) treat this Agreement as terminated for breach of condition subject to, and on behalf the basis set out in, Clause 14 (Termination). 6.7 The payment of the Purchaser; execute Initial Consideration in accordance with paragraph 1, Part 2 of Schedule 3 (Completion Arrangements) and deliver those payment of the Assignment Documents to which it is a signatory; Escrow Amount in accordance with clause [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and perform such other actions filed separately with the Securities and execute such other documents as may be required to transfer the Interests to itExchange Commission. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the Purchaser. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

Completion. 4.1 6.1 Without prejudice to the provisions of clause 4.4 above, Completion under this Agreement shall take place occur at the offices of the Seller at a time agreed by the PartiesSeller’s Advisor on 30 July 2004. 4.2 6.2 On the Completion Date all but not part Date, subject to the fulfilment by the Buyer of the following business provisions of clause 6.3 below, the Seller shall: (a) deliver to the Buyer the Warranties’ Statement executed by the Seller; (b) procure that the relevant members of the Seller’s Group and of the Group terminate the Intra-Group Agreements with effect as at the Completion Date at the latest; (c) deliver evidence of the release of the Security Documents with effect by no later than the Completion Date; (d) deliver to (or procure (se porte fort)to be delivered to) the Buyer the documents listed under schedule G; (e) deliver to the Buyer the Transitional Services Agreements executed by MediMedia Support EURL and Doyma; (f) deliver to the Buyer the Licence Agreements executed by The StayWell Company d/b/a Krames and Oxney Information BV, as appropriate; and (g) (for itself and on behalf of the relevant member(s) of the Seller’s Group) make or procure (se porte fort)the discharge and repayment in cash by the relevant members of the Seller’s Group of the Estimated Intra-Group Receivables, which are expressed to be payable at Completion, to the Buyer’s Account, by way of telegraphic transfer in immediately available funds, and the Buyer shall receive such payments for itself and on behalf of the relevant member(s) of the Buyer’s Group (including any Group Company). Receipt by the Buyer of such payments in the Buyer’s Account shall be transactedan effective discharge of the Seller’s (and the relevant member(s) of the Seller’s Group’s) obligation to make or procure the making of such payments and the Seller (and the relevant member(s) of the Seller’s Group) shall not be concerned to see that the payments into the Buyer’s Account are applied in paying any other member of the Buyer’s Group (including any Group Company). 6.3 On the Completion Date, the Buyer shall: 4.2.1 The Purchaser shall: pay to the Seller, or pay in accordance with a direction from an Affiliate to an Affiliate, the Consideration as increased or decreased by the Working Capital Adjustment; (a) deliver to the Seller the Warranties’ Statement executed by the Buyer; (b) deliver to the extent not already delivered prior Seller the documents listed under schedule H; (c) deliver to Completion) a the Seller executed original copy of the releasesTransitional Services Agreements; (d) deliver to the Seller executed original copy of the Licence Agreements executed by MediMedia Australia Pty Ltd, consentsMediMedia Pacific Ltd, approvals▇▇▇▇▇ ▇▇, confirmations or waiversMediMedia International SP Zoo, if anyMediMedia Informations KFT, referred to in Clause 2.2 MediMedia Holding Germany GmbH and obtained by or MediMedia Netherlands BV; and (e) (for itself and on behalf of the Purchaser; deliver relevant member(s) of the Buyer’s Group (including any Group Company) make the payment in cash of the Completion Payment and of the Indian Price, and make or procure (se porte fort)the discharge and repayment in cash by the relevant members of the Group of the Estimated Intra-Group Payables, which are expressed to be payable at Completion, in each case to the Seller (to the extent not already delivered prior to Completion) a copySeller’s Account, certified as a true copy and by way of telegraphic transfer in full force and effect by a director or the legal manager of the Purchaserimmediately available funds, of (i) a resolution of the board of directors of the Purchaser authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents Seller shall receive such payments for itself and on behalf of the Purchaser; execute and deliver those of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to it. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf any relevant member(s) of the Seller; a copy, certified as a true copy ’s Group. Receipt by the Seller of such payments in the Seller’s Account shall be an effective discharge of the Buyer’s (and the relevant member(s) of the Buyer’s Group’s) obligation to make or procure the making of such payments and the Buyer shall not be concerned to see that the payments into the Seller’s Account are applied in full force and effect by a director or the legal manager paying any other member of the Seller’s Group. 6.4 On the Completion Date, of (i) a resolution the Parties shall allocate the Completion Payment between each of the board Shares in the manner set out in schedule F. For the avoidance of directors doubt, such allocation shall not affect in any manner whatsoever the calculation and determination of the Seller authorising its entry into Total Price in accordance with the transactions contemplated by this Agreement; and, if relevant, (ii) a Power provisions of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the Purchaserclause 3 above. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

Completion. 4.1 6.1 Completion under this Agreement shall take place at the offices of the Seller at a time agreed by the Parties. 4.2 On on the Completion Date remotely by the electronic exchange of documents or at such place as is agreed in writing between the Sellers and Purchaser. 6.2 At Completion the Sellers shall undertake those actions listed in Part 1 of Schedule 3 (Completion Arrangements) and the Purchaser shall undertake those actions listed in Part 2 of Schedule 3 (Completion Arrangements). 6.3 The Parties agree that all but not part certificates, deeds, documents and the Initial Consideration deliverable on Completion to any Party, or the Purchaser’s Solicitors or the Sellers’ Solicitors respectively (together the “Deliverables”), shall be held by the Purchaser’s Solicitors or the Sellers’ Solicitors (as the case may be) to the order of the following business person delivering the same until such time as Completion shall be transacted: 4.2.1 The Purchaser shall: pay to the Seller, or pay have taken place in accordance with a direction from an Affiliate to an AffiliateClause 6.5. For the purposes of Completion, the Consideration as increased or decreased Purchaser irrevocably nominates and appoints the Purchaser’s Solicitors to act on its behalf with full authority and the Sellers irrevocably nominate and appoint the Sellers’ Solicitors to act on its behalf with full authority. The Parties shall procure that their respective solicitors act in accordance with Clauses 6.3 to 6.5. 6.4 A Party delivering a document pursuant to its obligations on Completion shall deliver it undated in accordance with Clause 6.3, with full authority for it to be dated with the Completion Date by the Working Capital Adjustment; deliver Purchaser’s Solicitors or the Sellers’ Solicitors (as the case may be), in accordance with Clause 6.5. 6.5 Simultaneously with delivery of all Deliverables in accordance with Schedule 3 (Completion Arrangements) (or waiver of such delivery by the person entitled to receive the relevant Deliverable) and receipt into the Sellers’ Designated Account of the Initial Consideration in immediately available cleared funds, the Deliverables shall cease to be held to the Seller (to the extent not already delivered prior to Completion) a copy order of the releasesperson delivering them and shall be dated with the Completion Date, consents, approvals, confirmations or waivers, if any, referred to in whereupon Completion shall have taken place. 6.6 If there is a material breach of Clause 2.2 6.2 and obtained Schedule 3 ( Completion Arrangements) on the Completion Date by or on behalf of either the Purchaser; deliver to the Seller (to the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director Sellers or the legal manager of Purchaser (the Purchaser“Defaulting Party” as applicable), of (i) a resolution of then the board of directors of the Purchaser authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons non-Defaulting Party shall not be obliged to sign complete this Agreement and the Assignment Documents on behalf non-Defaulting Party, as the case may be, may: (a) defer Completion (with the provisions of the Purchaser; execute this Clause 6 applying to Completion as so deferred); (b) proceed to Completion as far as practicable (without limiting its rights and deliver those of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to it. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable remedies under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement); and, if relevant, or (iic) a Power of Attorney authorising a person or persons to sign treat this Agreement as terminated for breach of condition subject to, and on the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably requirebasis set out in, to transfer the Interests to the PurchaserClause 21.2 (Termination). 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

Completion. 4.1 7.1 Completion under this Agreement of the sale and purchase of the Sale Shares shall take place on the date falling five (5) Business Days after the date on which all the conditions set out in Clause 4.1 are fulfilled (or where they are not fulfilled, waived) at the offices of the Seller Purchaser, or at a such other time agreed by and place as the PartiesParties may agree in writing. 4.2 On the Completion Date all but not part of the following business shall be transacted: 4.2.1 The Purchaser shall: pay to the Seller, or pay in accordance with a direction from an Affiliate to an Affiliate7.2 At Completion, the Consideration as increased or decreased by the Working Capital Adjustment; Vendor shall deliver to the Seller (to the extent not already delivered prior to Completion) a copy Purchaser: 7.2.1 certified true copies of the releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained resolutions passed by or on behalf of the Purchaser; deliver to the Seller (to the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Purchaser, of (i) a resolution of the board of directors of the Vendor authorizing and approving: (a) the transfer of the Sale Shares to the Purchaser authorising or its nominees; (b) the issue of new share certificates (if applicable) in respect of the Sale Shares in favour of the Purchaser or its nominees; (c) he entry into of the transactions contemplated name of the Purchaser or its nominees as holder of the Sale Shares in the register of members of PacNet; and (d) the appointment as directors of PacNet, the persons nominated by the Purchaser as notified to the Vendor in writing each with effect from the Completion Date. 7.2.2 valid share trasfer forms in respect of the Sale Shares, duly executed by the Vendor in favour of the Purchaser or its nominees; and 7.2.3 such waivers or consents as may be necessary to enable the Purchaser or its nominees to be registered as holder of any and all of the Sale Shares. 7.3 At Completion, in exchange for the delivery by the Vendor of all the items set out in Clause 7.2 above, the Purchaser shall: 7.3.1 pay to the Vendor part of the Consideration represented by the payment of cash of United States Dollars Nineteen Million Five Hundred Thousand Only (US$19,500,000) less the Deposit by way of either a cheque, cashier’s order or bank draft drawn on a licensed bank in Singapore and made in favour of the Vendor; 7.3.2 deliver to the Vendor, the Convertible Loan Agreement executed by the Purchaser in counterpart; 7.3.3 deliver to the Vendor, the Deed Poll executed by the Purchaser; and 7.3.4 deliver to the Vendor, the Warrants Subscription Agreement executed by the Purchaser in counterpart and the relevant Warrants certificate recording the number of Warrants issued in favour of the Vendor or to such persons as the Vendor may direct in writing. 7.4 If any or all of the documents required to be delivered by any Party is not for any reason fully complied with in any respect at Completion, the Party not in default shall be entitled to (in addition and without prejudice to all other rights or remedies available to it, including the right to claim damages): 7.4.1 rescind this Agreement; and, if relevant, or 7.4.2 proceed with Completion so far as practicable (ii) a Power of Attorney authorising a person or persons without prejudice to sign this Agreement and its rights to claim damages from the Assignment Documents on behalf defaulting Party for its failure to comply with any of the Purchaser; execute conditions in Clauses 7.2 and deliver those 7.3 or any of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to it. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable its rights under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement); andor 7.4.3 defer Completion to a date not more than twenty-eight (28) days after the Completion Date, if relevant, (ii) a Power in which case the provisions of Attorney authorising a person or persons this Clause 7 shall apply to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents Completion as the Purchaser may reasonably require, to transfer the Interests to the Purchaserso deferred. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

Completion. 4.1 Completion under this Agreement 6.1 The sale and purchase of the Sale Shares shall take place be completed at the offices of the Seller Purchaser's Irish solicitors at a 2.00pm on 24 August 2000 (or at such other time agreed by or place as the Partiesparties shall agree). 4.2 6.2 On Completion the Completion Date all but not part Vendor shall deliver or cause to be delivered to the Purchaser: (a) duly executed stock transfer forms in respect of the following business shall Sale Shares together with the related share certificates (such stock transfer forms to be transacted: 4.2.1 The Purchaser shall: pay to the Seller, or pay in accordance with a direction from an Affiliate to an Affiliate, the Consideration as increased or decreased by the Working Capital Adjustment; deliver to the Seller (to the extent not already delivered prior to Completion) a copy favour of the releasesPurchaser or its nominees, as the Purchaser shall direct) together with such waivers, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Purchaser; deliver to the Seller (to the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Purchaser, of (i) a resolution of the board of directors of the Purchaser authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Purchaser; execute and deliver those of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to it. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, require to transfer enable it or its nominees to be registered as the Interests to holders of the Purchaser.Sale Shares free from all Encumbrances and other adverse rights whatsoever; 4.2.3 Title to the Interests shall pass (b) an acknowledgement from the Seller Vendor to the Purchaser upon Completionand the Company executed as a deed to the effect that save in relation to remuneration or reimbursement of expenses incurred in relation to his or her employment, there is no outstanding indebtedness owing at Completion from the Company to such Vendor or to any such Vendor's Affiliate or vice versa; (c) letter of resignation from ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ St. ▇▇▇▇▇▇ as directors of the Company; (d) the statutory books of the Company complete and accurate up to Completion and any company seal, certificates of incorporation, certificates of incorporation on change of name and all unused share certificates of the Company and all cheque books of the Company; (e) the Tax Deed duly executed by the Vendor; (f) the Disclosure Letter; (g) revised service agreements in the agreed form between the Company and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ duly executed by the parties; (h) the Escrow Agreement duly executed by the Vendor and the Vendor's Solicitors; (i) the written resignation of the auditors of the Compa (j) the title deeds and documents to the Properties; (k) letter of non-crystallisation in the agreed form executed by NatWest Bank plc. 6.3 On Completion the Vendor shall procure the holding of a meeting of the directors of the Company at which the directors of the Company shall: (a) (subject to stamping) approve the transfers to the Purchaser (or its nominee(s)) of the Sale Shares;

Completion. 4.1 7.1 Completion under this Agreement of the sale and purchase of the Shares shall take place at the offices of the Seller at a time agreed by Sellers' Solicitors on the PartiesCompletion Date. All parties shall reasonably cooperate with each other, and take all reasonable efforts, not in conflict with this Agreement, to cause the Completion to occur as contemplated hereby. 4.2 On the 7.2 The Warrantors shall on Completion Date all but not part of the following business shall be transacted: 4.2.1 The Purchaser shall: pay to the Sellerundertake, or pay in accordance with a direction from an Affiliate procure to an Affiliatebe undertaken, the Consideration matters specified in Schedule 5, paragraphs 1 and 2 (Obligations on Completion) (in so far as increased or decreased by the Working Capital Adjustment; they have not already been completed). 7.3 Each Key Seller shall deliver to the Seller Buyer the documents specified in Schedule 5, paragraph 3 (Obligations on Completion). 7.4 The Buyer shall on Completion: (a) procure the repayment of £10,000,000 being the principal amount outstanding under the Facilities Agreement as well as any accrued interest to Barclays Bank plc; (b) procure the payment of [***] being the total amount of the Settlement Payment due to the extent not already delivered prior payee thereof; (c) procure the payment of an aggregate amount of [***] for all fees, commissions and expenses due to Completion) a copy certain advisers of the releasesCompany as set forth in Schedule 3, consentsitem 2; (d) procure the payment to each of the Key Sellers of the amount set opposite his name in Schedule 1, approvalsPart 1, confirmations or waivers, if any, referred column (7) by wire transfer to in the Sellers' Solicitors Account; and (e) procure the payments to the Company required by Clauses 3.3(b) and (c) and Clause 2.2 3.4 (b) and obtained (c). 7.5 The receipt of the Sellers' Solicitors of the portion of the Consideration payable by or on behalf of the Purchaser; deliver Buyer in accordance with Clauses 3.1 (a) and (b) shall be a sufficient discharge to the Seller (Buyer and the Buyer shall have no obligation to see that that sum is applied in any particular way or allocated among the Sellers in any particular manner. 7.6 The Buyer shall bear the cost of the UK stamp duty and any stamp duty reserve tax arising in respect of the transfer of the Shares and shall be responsible for arranging the payment of any such stamp duty or stamp duty reserve tax. 7.7 The Buyer shall not be obliged to complete the sale and purchase of any of the Shares unless the sale and purchase of all of the Shares from the Sellers to the extent not already delivered prior Buyer under this Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Further, certain portions this Exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Agreement, under the Minority SPA and under the Articles and the Drag Notice is completed simultaneously. 7.8 The provisions of Schedule 10 shall have effect from Completion. 7.9 Each Key Seller hereby appoints the Buyer as his attorney in his name and on his behalf and by his act and deed or otherwise, for the period (the "Period") a copy, certified as a true copy and from the Completion Date to the date on which the Shares are registered in full force and effect by a director or the legal manager name of the PurchaserBuyer, of (i) a resolution to vote at meetings of the board of directors shareholders of the Purchaser authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power Company or any meetings of Attorney authorising a person any class or persons part thereof and to sign this Agreement execute any form or form of acceptance and the Assignment Documents on behalf of the Purchaser; execute and deliver those of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents as may be required necessary in connection with any resolutions put to transfer shareholders of the Interests Company (or any class or part thereof) including any written resolutions, consents or proxy forms and to itmake any amendments thereto which the Buyer may in its absolute discretion deem to be necessary or desirable, on the basis that this appointment shall be on an unconditional and irrevocable basis for the Period (and thereafter shall immediately terminate). Each Key Seller hereby undertakes to ratify and confirm whatever the Buyer shall, in his name or on his behalf, do or purport to do by virtue or in pursuance of the power of attorney in this Agreement. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the Purchaser. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.7.10 [***]

Completion. 4.1 5.1 Subject to Clause 3, Completion under this Agreement shall take place at the offices of the Seller at a time agreed by the Parties. 4.2 On on the Completion Date all but not part at the office of the following business Company (or at such other place as the Parties may agree) where all of the events described below shall be transacted:occur. 4.2.1 The Purchaser shall: pay to the Seller, or pay in accordance with a direction from an Affiliate to an Affiliate5.2 On Completion, the Consideration as increased or decreased by the Working Capital Adjustment; Vendor shall deliver to the Seller (to Purchaser: 5.2.1 the extent not already delivered prior to Completionshare certificate(s) in respect of the Sale Shares, together with valid share transfer form in respect of the Sale Shares, duly executed by the Vendor in favour of the Purchaser; 5.2.2 a certified true copy of the releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained resolutions passed by or on behalf of the Purchaser; deliver to the Seller (to the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Purchaser, of (i) a resolution of the board of directors of the Purchaser Company: (a) approving the transfer of the Sale Shares to the Purchaser, subject only to the instruments of transfer being duly stamped; (b) authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) issue of a Power new share certificate in respect of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf Sale Shares in favour of the Purchaser; execute and deliver those and (c) approving the lodgement of a notice of transfer of the Assignment Documents to which it is a signatory; Sale Shares with ACRA and perform the making of such other actions and execute such other documents entries into the corporate records of the Company as may be required necessary; and 5.2.3 such waivers or consents as may be necessary, including but not limited to transfer waivers of pre-emption rights in respect of the Interests Sale Shares, to itenable the Purchaser to be registered as holder of any and all of the Sale Shares. 4.2.2 The Seller shall5.3 On Completion and against compliance with the provisions of Clause 5.2, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), Purchaser shall deliver the Completion Payment to the Vendor by way of bank transfer to such bank account in Singapore as specified by the Vendor, or in such other manner as may be agreed between the Vendor and the Purchaser in writing. 5.4 Without prejudice to any other remedies available, if in any respect the provisions of this Clause 5 are not complied with by any Party on the Completion Date, the Party not in default may: 5.4.1 defer Completion to a date not more than 28 days after the Completion Date (and so that the provisions of this Clause shall apply to Completion as so deferred); 5.4.2 effect Completion so far as practicable having regard to the extent not already delivered prior defaults which have occurred (without prejudice to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchasertheir rights hereunder); a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by or 5.4.3 rescind this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the Purchaser. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

Completion. 4.1 5.1 Subject to satisfaction of the conditions set forth in Clause 3.1 to Clause 3.3, Completion under this Agreement shall take place at the offices of the Seller at a time agreed by Notary on the Parties. 4.2 On earlier of (a) May 13, 2011, provided that such date is five Business Days after the satisfaction of the Competition Condition or (b) five Business Days after the satisfaction of the Competition Condition if the Completion Date all but does not part of the following business shall be transacted: 4.2.1 The Purchaser shall: pay to the Selleroccur on May 13, 2011, or pay in accordance with a direction from an Affiliate to an Affiliate, the Consideration as increased or decreased by the Working Capital Adjustment; deliver to the Seller (to the extent not already delivered prior to Completion) a copy of the releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Purchaser; deliver to the Seller (to the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Purchaser, of (i) a resolution of the board of directors of the Purchaser authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Purchaser; execute and deliver those of the Assignment Documents to which it is a signatory; and perform at such other actions and execute such other documents time and/or venue as may be required to transfer the Interests to it. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to agreed in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of writing between the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the Purchaser. 4.2.3 Title 5.2 Prior to or at Completion, the Seller shall cause all intercompany accounts and obligations between the Seller or its Affiliates (other than the Group Companies) and the Group Companies as at 30 April 2011 to be settled in the manner set forth in the PWC Memo (for the avoidance of doubt, regardless of the euro amounts of such intercompany accounts and obligations set forth in the PWC Memo). Effective as of Completion, the Seller shall, and shall cause the Seller’s Group (other than the Group Companies) to, unconditionally and irrevocably release and discharge the Group Companies from all claims arising prior to, at or after Completion that the Seller or any member of the Seller’s Group has or may have against the Group Companies, other than claims arising out of the Transaction or those which reflect the ordinary course of trading. 5.3 Prior to or at Completion the Purchaser shall deliver or take (or cause to be delivered or taken) the documents and actions listed in paragraph 1 of Schedule 5 and subject thereto the Seller shall deliver or take (or cause to be delivered and taken) the documents and actions listed in paragraph 2 of Schedule 5. 5.4 If any foregoing provision of this Clause 5 is not complied with in any material respect the Purchaser (in the case of non-compliance by the Seller or the Company) or the Seller (in the case of non-compliance by the Purchaser) shall be entitled (in addition to and without prejudice to all other rights or remedies available to it, including the right to claim damages) by written notice to the Interests other, served on such date: (a) to elect not to proceed with the transactions set out herein whereupon the provisions of Clause 3.9 shall pass from apply; or (b) to effect Completion so far as practicable having regard to the defaults which have occurred; or (c) to fix a new date for Completion not being later than the Long Stop Date in which case the foregoing provisions of this Clause 5.4 shall apply to Completion as so deferred. 5.5 If the Seller postpones Completion to another date in accordance with Clause 5.4(c), the Purchaser upon Completionprovisions of this Agreement apply as if that other date is the Completion Date, provided that the Existing CPT Bank Debt Amount shall be recalculated.

Completion. 4.1 Completion under this Agreement shall take place at on the offices of the Seller at a time agreed by the PartiesCompletion Date. 4.2 On the Completion Date Date: (a) both the Seller and the Purchaser (if applicable) shall exercise its votes at shareholders’ meetings such that it does not prevent the Company from doing all but not part things necessary to approve the transfer of the following business shall be transacted: 4.2.1 The Purchaser shall: pay Sale Shares to the Seller, or pay Purchaser including entering the name of the Purchaser in accordance with a direction the register of members of the Company as the holder of the Sale Shares and endorsing the transfer of shares on the share certificates relating to the Sale Shares; (b) The Seller shall deliver the (i) final opinion from an Affiliate the Big 4 Accounting Firm signed as on the Completion Date opining that the Purchaser should not be obligated to an Affiliate, withhold any taxes under the IT Act in relation to the payment of any portion of the Seller Treaty Shares Consideration as increased or decreased by the Working Capital Adjustment; deliver to the Seller (to the extent not already delivered prior to Completion) a copy in respect of the releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained Seller Treaty Shares along with the release letter issued by or on behalf of the Purchaser; deliver to the Seller such Big 4 Accounting Firm (to the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Purchaser, of (i) a resolution of the board of directors of the Purchaser authorising its entry into the transactions contemplated by this Agreement; and, if relevant“Tax Opinion”), (ii) a Power of Attorney authorising a person the final Seller Non-Treaty Shares Income Tax Computation signed as on the Completion Date and (iii) the final Seller Treaty Shares Income Tax Computation signed as on the Completion Date; provided that notwithstanding the above, the final Seller Treaty Shares Income Tax Computation shall be signed and delivered to the Purchaser 1 (one) day prior to the Completion Date, in case the Completion occurs on or persons to sign this Agreement after April 1, 2021; (c) The Seller shall deliver the duly filled and signed Form 15CB under the Assignment Documents IT Act; (d) on behalf receipt of the Purchaser; execute and deliver those SWIFT confirmation from the Purchaser indicating proof of remittance of the Assignment Documents Consideration (to it in accordance with Clause 4.2(e) below), the Seller shall instruct the Company to proceed with the actions specified in Clauses 4.2(f) and 4.3; (e) the Purchaser shall instruct its bank to credit (i) the Seller Treaty Shares Consideration in full to the Seller’s Designated Account by way of wire transfer which it is shall be free and clear of, and without deductions or withholdings for or on account of any tax, or other deductions of any nature, and (ii) the Seller Non-Treaty Shares Consideration to the Seller’s Designated Account by way of wire transfer which shall, be credited after deduction of the Withholding Tax in accordance with the Seller Non Treaty Shares Income Tax Computation; (f) the Board shall hold a signatorymeeting at shorter notice and pass the following resolutions in a form and manner acceptable to the Purchaser: (i) approving the transfer of the Sale Shares to the Purchaser; (ii) approving the endorsement of the name of the Purchaser on the share certificates; (iii) approving the entry of the name of the Purchaser in the register of members of the Company as the registered holder of the Sale Shares; and perform and (iv) authorising such other actions and execute such other documents acts as may be required necessary to transfer give effect to the Interests to itCompletion. 4.2.2 The Seller shall4.3 On the Completion Date, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver Company shall promptly provide to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution certified true copies of the board of directors of resolutions passed by the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevantBoard pursuant to Clause 4.2(f) above, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf duly endorsed share certificates in original reflecting the Purchaser as the owner of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the Purchaser. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.Sale Shares

Completion. 4.1 5.1 Completion under this Agreement shall take place immediately after signature of this Agreement on the Completion Date at the offices of the Seller Purchasers Solicitors at a time agreed by the Parties▇▇ ▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇. 4.2 On the 5.2 At Completion Date all but not part of the following business shall be transacted: 4.2.1 The Purchaser shall: pay to the Seller, or pay the Purchaser and the Guarantor shall do those things required of them as listed in accordance with a direction from an Affiliate Schedule 1 (Completion Arrangements). 5.3 Neither the Purchaser nor the Seller shall be obliged to an Affiliatecomplete this Agreement unless the Seller, the Consideration Purchaser or, as increased or decreased by the Working Capital Adjustment; deliver case may be, the Guarantor complies to a material extent with the Seller requirements of Schedule 1 (to Completion Arrangements) (in the extent not already delivered prior to Completion) a copy of the releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Purchaser; deliver to the Seller (to the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Purchaser, of (i) a resolution of the board of directors of the Purchaser authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Purchaser; execute and deliver those of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to it. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager case of the Seller, of (i) a resolution so far as it relates to the Seller in question or any member of the board Selling Group). 5.4 Neither the Purchaser nor the Seller shall be obliged to complete the sale and purchase of directors any of the Shares unless the sale and purchase of all of the Shares is completed simultaneously. This clause shall not limit any other clause of this Agreement and in particular clause 15 (Remedies and Waivers). 5.5 If the respective obligations of the Seller authorising and the Purchaser under clause 5.2 and Schedule 1 (Completion Arrangements) are not complied with on the Completion Date the Purchaser or, as the case may be, the Seller may: (A) defer Completion (so that the provisions of this clause 5 shall apply to Completion as so deferred); or (B) proceed to Completion as far as practicable (without limiting its entry into the transactions contemplated by rights under this Agreement); or (C) terminate this Agreement by notice in writing to the other party. 5.6 Payment by telegraphic transfer for the amount stated in clauses 3.1(A) and 4 in accordance with paragraph 9 of Schedule 1 (Completion Arrangements) shall constitute payment of the consideration for the Shares and shall discharge the obligations of the Purchaser under those clauses . 5.7 In consideration of the Purchaser entering into this Agreement the Seller: (A) confirms that neither it nor any of its related companies has any claim of any kind (actual or contingent) against the Company on any account except under the Business Transaction Documentation or in respect of amounts due and payable for goods and services supplied by way of trading in the ordinary course of business; and (B) irrevocably and unconditionally waives and undertakes to procure that each of its related companies shall waive with effect from Completion any claim (actual or contingent) which any of them may have against the Company except for those identified in clause 5.7 (A). 5.8 The Seller declares that for so long as it remains the registered holder of any of the Shares after Completion it shall: (A) hold the Shares and the dividends and other distributions of profits or surplus or other assets declared, paid or made in respect of them after Completion and all rights arising out of or in connection with them in trust for the Purchaser and any successors in title to the Purchaser; and (B) deal with and dispose of the Shares and all such dividends, distributions and rights as are described in clause 5.8(A) above as the Purchaser or any such successor may direct. 5.9 The Seller appoints the Purchaser as its lawful attorney for the purpose of signing any written resolution (or receiving notices of and attending and voting at all meetings) of the members of the Company from Completion to the day on which the Purchaser or its nominee is entered in the register of members of the Company as the holder of the Shares and for that purpose the Seller authorises: (A) The Company to send any written resolutions, notices or other communications in respect of its holding of Shares to the Purchaser; and (B) The Purchaser to complete in such manner as it thinks fit and to return written resolutions, proxy forms, consents to short notice and any other document required to be signed by it in its capacity as a member. 5.10 The Seller covenants with the Purchaser that the Seller shall pay to the Company an amount equal to the aggregate amount of all claims (if relevant, (iiany) a Power made against the Company by any director or secretary of Attorney authorising a person the Company resigning on Completion or persons to sign otherwise by reason of this Agreement and arising from that resignation or from the Assignment Documents on behalf termination of the Seller; employment of any such person by reason of this Agreement together with an amount equal to the aggregate of all costs, charges and perform expenses incurred by the Company arising from any such other actions claim. 5.11 At Completion, the Company is to enter into the Licence to Occupy as set out in Schedule 1. The Company agrees that, if requested to do so by the Seller upon the expiry of the Licence to Occupy, it will enter into a further licence to occupy with the Seller on the same terms and execute such other documents conditions as the Purchaser may reasonably require, Licence to transfer the Interests to the PurchaserOccupy for a further 6 month period. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

Completion. 4.1 Completion under this Agreement (i) The subscription of the Placement Shares shall take place at within five (5) business days from the offices Unconditional Date or such other date as may be determined by the Board (“Subscription Date”), whereupon in exchange for the performance of the Seller at a time agreed by the Parties. 4.2 On the Completion Date all but not part of the following business shall be transacted: 4.2.1 The Purchaser shall: pay to the Seller, or pay in accordance with a direction from an Affiliate to an Affiliate, the Consideration as increased or decreased by the Working Capital Adjustment; deliver to the Seller (to the extent not already delivered prior to Completion) a copy of the releases, consents, approvals, confirmations or waivers, if any, actions referred to in Clause 2.2 and obtained by or on behalf of Section 3(ii) below, the Purchaser; deliver Parties agree that the stakeholder shall release the Total Subscription Price to the Seller (to Company and the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Purchaser, of (i) a resolution of the board of directors of the Purchaser authorising its entry into the transactions contemplated by this Agreement; and, if relevant, stakeholder shall immediately do so. (ii) a Power of Attorney authorising a person or persons to sign this Agreement and On the Assignment Documents on behalf Subscription Date, the Company shall upon receipt of the PurchaserTotal Subscription Price from the stakeholder simultaneously: (a) issue and allot the Placement Shares to each Second Tranche Subscriber; execute and and (b) deliver those of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other duly executed documents as may be required under the law to transfer give effect to the Interests issuance and allotment of the Placement Shares to iteach Second Tranche Subscriber. 4.2.2 (iii) The Seller shall, after confirmation Company undertakes to do the following on the Subscription Date: (a) allot and credit the Placement Shares to the central depository system (“CDS”) for the account of receipt each Second Tranche Subscriber; (b) instruct the CDS to credit each Second Tranche Subscriber’s account with the Placement Shares; (c) procure the crediting of the amounts payable under Clause 4.2.1(a), deliver Placement Shares to each Second Tranche Subscriber’s account; (d) enter the Purchaser (to name of each Second Tranche Subscriber into the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy records of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf depositors of the SellerCompany; a copy, certified as a true copy and (e) procure the listing and in full force and effect by a director or the legal manager quotation of the Seller, Placement Shares on the Main Market of Bursa Securities within five (i5) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the Purchaser. 4.2.3 Title to the Interests shall pass business days from the Seller to the Purchaser upon CompletionSubscription Date.

Completion. 4.1 5.1 Completion under this Agreement shall take place on the Completion Date at the offices of the Seller Buyer's Solicitors or at a time such other place as is agreed by the Partiesparties in writing. 4.2 On 5.2 The Completion Date shall be: (a) the tenth Business Day after the Condition have been fully satisfied (or waived); or (b) any other date agreed by the Seller and the Buyer in writing. 5.3 At the Completion Date all but not part Date: (a) the Seller shall: (i) deliver or cause to be delivered to the Buyer the items listed in paragraph 1 of Schedule 4; (ii) procure that a board meeting of the following business Company is held at which the matters set out in paragraph 2 of Schedule 4 are carried out; and (iii) deliver any other documents referred to in this agreement as being required to be delivered by the Seller at Completion; and (b) the Buyer shall be transacted(subject to the Seller complying with their obligations in clause 5.3(a)) pay the Initial Consideration, the Prepayments and the Estimated Completion Net Current Assets in accordance with clause 4.2 and deliver to the Seller: 4.2.1 The Purchaser shall: (i) a signed acknowledgement of the Disclosure Letter; and (ii) a certified copy of the resolutions, in agreed form, passed by the Buyer's shareholders approving the Transaction; and (iii) a certified copy of the resolutions, in agreed form, of the Buyer's board of directors approving the Transaction and the execution and delivery of the Transaction Documents to be delivered by the Buyer at Completion. 5.4 Immediately Completion and after the matters set out above have taken place (and for the avoidance of doubt after beneficial interest in the Sale Shares has transferred to the Buyer):- (i) the Buyer shall procure that the Company shall (calculated from the financial information available to the parties at that date (including the latest management accounts then available in accordance with paragraph 1.6 of Part 1 of Schedule 2)) declare and pay to the Seller, Buyer a dividend of the maximum amount permitted by CA 2006 less the Regulatory Cash (or pay in accordance with a direction from an Affiliate to an Affiliate, the Consideration such other sum as increased or decreased may be agreed by the Working Capital Adjustment; Seller and the Buyer prior to Completion) (Cash Deposit) in the form of the board minutes in the agreed form; (ii) the Buyer shall execute and deliver to the Seller (to the extent not already delivered prior to Completion) a copy Charge Over Bank Account in respect of the releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Purchaser; deliver to the Seller (to the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Purchaser, of (i) a resolution of the board of directors of the Purchaser authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Purchaser; execute and deliver those of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to itCash Deposit. 4.2.2 The Seller shall, after confirmation of receipt of 5.5 Completion shall only take place on the amounts payable under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by basis that all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to matters set out in Clause 2.2 clauses 5.2 and obtained by or on behalf of the Seller; a copy, certified 5.3 take place as a true copy set out in clauses 5.2 and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the Purchaser5. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

Completion. 4.1 6.1 Completion under this Agreement shall take place at the offices of the Seller at a time agreed by Purchaser’s Solicitors on the Parties. 4.2 On the Completion Date all but not part of the following business day upon which this agreement shall be transacted: 4.2.1 The Purchaser shall: pay to the Seller, or pay become unconditional in accordance with a direction from an Affiliate to an Affiliate, the Consideration provisions of clause 2 of this agreement when the parties shall comply/shall have complied with their respective obligations as increased set out in this clause. 6.2 Each Seller shall deliver (or decreased by the Working Capital Adjustment; deliver shall procure delivery) to the Purchaser or (at the direction of the Purchaser) to its nominee(s):- 6.2.1 duly executed share transfers in respect of the Shares set opposite that Seller’s name in column 2 of the first schedule in favour of the Purchaser or as it may direct to its nominee, together with the relevant share certificates or other documents of title and any power of attorney or other authority under which such transfers have been executed or an indemnity in the Agreed Form in relation to any missing certificates; and 6.2.2 a voting power of attorney in the Agreed Form executed by that Seller. The obligations of each of the Sellers under this clause 6.2 shall be separate obligations and no Seller shall be liable together with any other Seller in respect of the same obligation under this clause 6.2. 6.3 The Sellers shall deliver (or shall procure delivery) to the Purchaser’s Solicitors:- 6.3.1 save in relation to MIM Inc., share certificates or other documents of title in respect of all the issued share capital of the Subsidiaries and an indemnity in the Agreed Form in relation to any missing certificates; 6.3.2 written resignations and releases executed as deeds in the Agreed Form from all persons (other than any directors or secretaries remaining at the request of the Purchaser or appointed at the instance of the Purchaser) who, on or immediately prior to Completion, may be directors or secretaries of the Company or any of the Subsidiaries; 6.3.3 a letter from the Auditors in the Agreed Form confirming that had they been requested to resign at Completion they would have done so by giving a notice which would have contained a statement in accordance with section 394 of the Companies Act together with confirmation that they have no claims against the Company or the Subsidiaries for unpaid fees or expenses; 6.3.4 to the extent not already delivered prior to Completion) a copy in the possession or under the control of the releasesGroup (and save in relation to MIM Inc.), consentsthe common seals, approvalsthe certificates of incorporation and copies of the Memorandum and Articles of Association of each of the Company and the Subsidiaries and the registers and books required by the Companies Act to be kept by it each of them all of which shall be written up to date as at Completion; 6.3.5 all deeds and documents of title relating to the Properties in the possession, confirmations or waiversunder the control, if anyof the Group and certified copies of any documents being held by mortgagees; 6.3.6 a letter from the Sellers specifying the whereabouts of any other documents, books and records of the Company and the Subsidiaries of the type referred to in Clause 2.2 clauses 6.3.4 and obtained 6.3.5 which are not in the possession or under the control of the Group and directing the holders of them to deliver them up to the Purchaser’s authorised representatives immediately upon request; 6.3.7 a print-out of the online banking statements available for each of the Company and each Subsidiary from the website of each of the banks at which the Company and the Subsidiaries maintain accounts showing the amounts standing to the credit or debit of such accounts together with a reconciliation of such statements to the cash books of the Company, in each case as at a date falling two business days prior to the Completion Date; 6.3.8 except in relation to guarantees given by the Company in respect of certain obligations of companies in the Apollo Metals Group, which guarantees are counter-indemnified in favour of the Company by BOS, irrevocable and unconditional releases and discharges, in a form satisfactory to the Purchaser, acting reasonably, of the Company and the Subsidiaries from all liabilities or obligations pursuant to, or in connection with, bonds, guarantees, related indemnities, securities or similar obligations granted in respect of the Guarantor’s Group or its business; 6.3.9 deeds of release (in a form reasonably satisfactory to the Purchaser) of the Group from any Liens over any of their assets, together with (where relevant) related certificates of non crystallisation, including for the avoidance of doubt, the Key Liens and those Liens set out in part 2 of the ninth schedule; 6.3.10 a counterpart of the Tax Deed executed for and on behalf of ▇▇▇▇▇▇ Metals Group Limited; 6.3.11 a counterpart of the Allotment Agreement executed by each of the Sellers; 6.3.12 a counterpart of the Roll Up Agreement executed by each of the Sellers; 6.3.13 a joinder agreement to the LP Agreement executed by each of the Sellers; 6.3.14 a counterpart of the MIM Inc. Sale Agreement executed by the Company; 6.3.15 the documents set out in paragraph 2.1 of the sixth schedule; 6.3.16 a counterpart of the Transitional Services Agreement executed for and on behalf of the Purchaser; deliver to the Seller (to the extent not already delivered prior to Completion) Guarantor; 6.3.17 a copy, certified as a true signed copy and in full force and effect by a director or the legal manager of the Purchaser, Transferred Newbridge Premises Indemnity; 6.3.18 a completed and signed copy of (i) the transfer documents referred to at clause 5.4.9; 6.3.19 a resolution signed minute of a meeting of the board of directors of the Purchaser authorising its entry into Company and a written resolution of the transactions contemplated Sellers as holders of the Shares in each case resolving to terminate the MIM Unapproved Share Option Scheme 1991; 6.3.20 an original executed copy of an agreement between the Company and each of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Grassick and ▇▇▇▇▇▇ ▇▇▇ relating to the payment of entitlements under the Phantom Share Scheme and a written resolution of the Sellers as holders of the Shares terminating the same scheme; 6.3.21 letters of release between each of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ McCrabbe, ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and the Company and a compromise agreement between ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ Group Management Limited each executed by this Agreementthe parties thereto; 6.3.22 an original executed joint election under section 431(1) of the Income Tax (Earnings and Pensions) ▇▇▇ ▇▇▇▇ (“ITEPA”) executed by each Executive and the Company that the Consideration Shares and partnership interests under the Roll Up Agreement to be acquired by such Seller are to be treated as if they are not restricted securities or an interest in restricted securities for the purposes of Chapter 2 of Part 7 of ITEPA (the “ITEPA Election”); 6.3.23 original executed joint elections under sections 198 and 569 of the Capital Allowances Act 2001 executed by the Company and Premier Alloys Limited in relation to the property transferred by the Company to Premier Alloys Limited shortly before Completion the joint elections for the purpose of section 198 electing at the value of £1; 6.3.24 original executed joint elections under section 198 of the Capital ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ executed by Steels (UK) QRS 16-58, Inc. and the Company in relation to the sale and leaseback of the Newbridge Property electing at the value of £1; 6.3.25 a copy of the VAT election notification made by the Company and ▇▇▇▇▇▇ Group Management Limited dated 28 September 2005; 6.3.26 an original signed revised roll over relief claim in respect of capital gains rollover relief claimed in respect of the Newbridge properties; 6.3.27 a signed copy of the Escrow Account Instruction Letter signed by the Sellers and the Sellers’ Solicitors; 6.3.28 a bank mandate for the Escrow Account signed by the Sellers’ Solicitors; 6.3.29 original signed versions of the Transitional Leases; and 6.3.30 original signed versions of the Renunciations. 6.4 Each of the Sellers undertakes to the Purchaser that on or before the Completion Date he/it shall:- 6.4.1 procure that, if relevant, (ii) a Power of Attorney authorising a person or persons save in relation to sign this those goods and services contemplated in the Transitional Services Agreement and the Assignment Documents on behalf Transitional Leases and save in respect of Intra-Group Steel Receivables, Intra-Group Steel Payables, Intra-Group Non-Steel Payables, Intra-Group Non-Steel Receivables and Intra-Group Tax Balances or any arrangements in respect of which the same have arisen, neither he/it nor, in the case of any Executive, any of his Associates or, in the case of ▇▇▇▇▇▇ Metals Group Limited, any of its Affiliates has any claims or rights of action against either the Company or either of the Purchaser; execute Subsidiaries and deliver those that neither the Company nor either of the Assignment Documents Subsidiaries is in any way obligated or indebted to which it is a signatory; any of them (except in relation to accrued remuneration and perform such other actions and execute such other documents as may be required to transfer the Interests to it. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser (proper business expenses to the extent unclaimed due to him pursuant to the terms of employment with the Company or any of the Subsidiaries); 6.4.2 procure that, save in respect of Intra-Group Steel Receivables, Intra-Group Steel Payables, Intra-Group Non-Steel Payables, Intra-Group Non-Steel Receivables and Intra-Group Tax Balances or any arrangements in respect of which the same have arisen, both he/it and, in the case of each Executive, each of his Associates and, in the case of ▇▇▇▇▇▇ Metals Group Limited, each of its Affiliates, shall have repaid to the Company and each of the Subsidiaries all sums which may be owed by any of them to the Company and/or any of the Subsidiaries on any account whatsoever, whether or not already delivered prior such sums shall be due and payable on or before the Completion Date. The obligations of each of the Sellers under this clause 6.4 shall be separate obligations and no Seller shall be liable together with any other Seller in respect of the same obligation under this clause 6.4. 6.5 The Sellers shall procure that board meetings of the Company and the Subsidiaries (save for MIM Inc.) will be held which will transact the following business:- 6.5.1 ( subject only to Completion): them being stamped) the Assignment Documents duly executed by all approval of the Relevant Third Parties other than the Purchaser; a copy transfers of other releases, consents, approvals, confirmations or waivers, if any, Shares referred to in Clause 2.2 clause 6.2.1 and obtained by or on behalf the Purchaser and/or its nominee(s) being entered in the register of members of the Seller; a copy, certified Company as a true copy and in full force and effect by a director or the legal manager holders of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the Purchaser. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.shares specified in those transfers;

Completion. 4.1 Completion under this Agreement shall shall, subject to the provisions of Clause 5.5, take place at the offices of the Seller at a time agreed by Buyer’s Solicitors in London on the PartiesCompletion Date when all the matters referred to in Clauses 4.2 to 4.4 shall be effected. 4.2 On At Completion the Completion Date all but not part Seller shall deliver to the Buyer:- 4.2.1 duly executed transfers of the following business Shares to the Buyer in the agreed form together with the share certificates for all of the Shares (or an express indemnity in a form satisfactory to the Buyer in the case of any missing certificate; 4.2.2 board resolutions of the Company in the agreed form relating to the matters specified in Clause 4.3; 4.2.3 executed power(s) of attorney in favour of the Buyer in the agreed form, and such duly executed waivers or consents as may be required, to give a good title to the Shares to the Buyer and to enable the Buyer be registered as the holder of the Shares and, pending registration, to exercise all voting and other rights attaching to the Shares; 4.2.4 all the financial and accounting books and records of the Company; and 4.2.5 the statutory books of the Company (duly written up to date as at immediately prior to Completion) and Certificates of Incorporation and Certificate of Incorporation on Change of Name. 4.3 At Completion the Seller shall be transacted:procure that a board meeting of the Company is held at which the directors:- 4.3.1 approve the registration of the transfers in respect of the Shares referred to in Clause 4.2.1 The Purchaser shall: (subject only to due stamping); 4.3.2 revoke all existing authorities to bankers regarding the operation of the Company’s bank accounts and give relevant authorities in favour of the persons nominated by the Buyer to operate such accounts; and 4.3.3 change the Company’s accounting reference date to 31 December. 4.4 At Completion the Buyer shall:- 4.4.1 pay the Consideration set out in Clause 3 by procuring that the Buyer’s Solicitors shall provide an undertaking in the agreed form to the Seller, or pay in accordance with a direction from an Affiliate ’s Solicitors and shall effect the electronic transfer referred to an Affiliate, the Consideration as increased or decreased by the Working Capital Adjustmenttherein; and 4.4.2 deliver to the Seller (to the extent not already delivered prior to Completion) a copy of the releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Purchaser; deliver to the Seller (to the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Purchaser, of (i) a resolution of the Buyer’s board of directors (or an authorised committee of that board) authorising the Purchaser authorising its entry into the transactions contemplated by execution and completion of this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement agreement and the Assignment Documents on behalf of the Purchaser; execute and deliver those of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to it. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, incidental matters referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the Purchaserherein. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

Completion. 4.1 5.1 Completion under this Agreement shall take place at the offices of the Seller at a time agreed by Buyers’ Solicitors immediately following the Partiessigning of this Agreement. 4.2 On the Completion Date all but not part of the following business 5.2 The Seller shall be transacted: 4.2.1 The Purchaser shall: pay to the Seller, or pay in accordance with a direction from an Affiliate to an Affiliate, the Consideration as increased or decreased by the Working Capital Adjustment; deliver to the Seller Buyers: (to the extent not already delivered prior to Completiona) a certified copy of the releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf resolutions of the Purchaser; deliver to the Seller (to the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Purchaser, of (i) a resolution of the board of directors of the Purchaser authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Purchaser; execute and deliver those of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to it. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its the entry into the of this Agreement and any other transactions contemplated by it; (b) a copy of a legal opinion from counsel in the United States of America in the Agreed Form; (c) completed and signed transfers of the Shares, in favour of the Buyers or as they direct in respect of the Shares being purchased by each of them as set out in Schedule 1, together with the relevant share certificates; (d) written confirmation from the Seller that there are no outstanding guarantees given by a member of the Group in favour of the Seller or its Associates and that, after compliance with Clause 5.3, the neither Seller nor any of its Associates will be indebted to a member of the Group; (e) a pre-registration powers of attorney executed by the Seller in favour of the Buyers. 5.3 The Seller shall repay or procure to be repaid all amounts owing at Completion to each member of the Group from any of the Seller or its Associates, whether due for payment or not. 5.4 Upon completion of the matters referred to in Clause 5.2, the Buyers shall pay by means of electronic funds transfer to the account of the Seller’s Solicitors with Barclays Bank plc, East Street, Chichester, West Sussex, Sort Code 20-20-62, and account number 9▇▇▇▇▇▇▇ the sum of £425,000 being that part of the Purchase Price which is the Initial Payment payable on Completion or to such other account as the parties agree. A payment made in accordance with this Agreement; andClause shall constitute a complete discharge of the Buyers’ obligation under Clause 3.1(a). 6.1 The Seller warrants and represents to the Buyers that: (a) it has the power and authority to enter into and perform this Agreement which constitutes, if relevantor when executed will constitute, valid and binding obligations on it in accordance with their respective terms and it shall comply with such terms; (b) the Seller is currently the legal and beneficial owner of 7,212,407 ordinary shares in the Company which equals approximately 56.32 per cent. of the entire issued share capital of the Company; (c) immediately following Completion and the registration of the Shares in the Buyers’ names: (i) the Seller will be the legal and beneficial owner of 3,812,407 ordinary shares representing approximately 29.77 per cent of the entire issued share capital of the Company; (ii) a Power the Buyers will be the legal and beneficial owners of Attorney authorising a person or persons 3,400,000 representing approximately 26.54 per cent. of the entire issued share capital of the Company; and (iii) in aggregate, the Buyers and the Seller will legally and beneficially own approximately 56.32 per cent. of the entire issued share capital of the Company; (d) the 3,400,000 issued ordinary shares of 1p of the Company which are to sign be sold to the Buyers pursuant to this Agreement constitute the Relevant Percentage of the allotted and issued share capital of the Assignment Documents Company and are fully paid up; (e) the Shares are owned by the Seller free from any Encumbrances and no other person is entitled to enjoy or exercise any rights whatsoever attaching to the Shares; (f) the Seller is entitled to transfer the ownership and/or title of the Shares to the Buyers on behalf the terms of this Agreement without the consent of a third party; (g) the Seller is not prohibited or in any way restricted from transferring the ownership of the Shares to the Buyers or performing its obligations under this Agreement (including, but not limited to, pursuant to the terms of the Relationship Agreement); (h) on Completion, the Seller has no reason to believe (having made due and careful enquiry) that the Relationship Agreement will not terminate; (i) the Seller has no reason to believe (having made due and careful enquiry) that there are any agreements or arrangements in force, other than this Agreement, which grant a right to call for the allotment, issue or transfer of share or loan capital of a member of the Group; (j) with the exception of the sums which are subject to the US Legal Proceedings or the UK Legal Proceedings, neither the Seller nor any of its Associates, is indebted to the Company or any other member of the Group for an aggregate amount of $US1,000 or more; and (k) there are no judicial, administrative or other governmental actions, proceedings or investigations pending against the Seller, or to the knowledge of the Seller; , threatened, except as disclosed in the quarterly report of the Seller filed on Form 10-Q on 13 November 2009 with the United States Securities and perform such other actions and execute such other documents as Exchange Commission on the Purchaser may reasonably require, to transfer E▇▇▇▇ filing system. 6.2 Each of the Interests Warranties is without prejudice to the Purchaserother Warranties and, except where expressly stated otherwise, no Clause governs or limits the extent or application of the other Clauses. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

Completion. 4.1 5.1 Completion under this Agreement shall take place immediately after the signing of this Agreement (the Completion Date). 5.2 At Completion, each Party shall do, or procure to be done, those things respectively listed in relation to it in Schedule 11. 5.3 All documents and items delivered at Completion pursuant to this Clause 5 and Schedule 11 shall be held by the offices recipient to the order of the Person delivering the same until such time as Completion shall be deemed to have taken place. 5.4 Simultaneously with receipt of an electronic funds transfer in immediately available funds to the bank account of the Seller at a time agreed by the Parties. 4.2 On the Completion Date all but not part of the following business shall be transacted: 4.2.1 The Purchaser shall: pay to the Seller, or pay in accordance with a direction from an Affiliate to an Affiliate, the Consideration as increased or decreased by the Working Capital Adjustment; deliver to the Seller (to the extent not already delivered prior to Completion) a copy of the releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf 24.1 of the Purchaser; deliver Initial Purchase Price, the documents and items delivered in accordance with this Clause 5 shall cease to be held to the Seller order of the Person delivering them and Completion shall be deemed to have taken place. 5.5 If the Purchaser fails to fulfil any of its obligations pursuant to this Clause 5 or Schedule 11, then the Sellers may, in their absolute discretion, by notice to the Purchaser: (a) invoke specific performance to proceed with Completion to the extent reasonably possible and permitted by Law; (b) defer Completion to a new time, not already delivered prior being more than [***] later than the original date planned for Completion, in which event the provisions of this Clause 5 and Schedule 11 shall apply to Completion so deferred; or (c) only if the Purchaser fails to remedy such non-performance at a subsequent (deferred) Completion) a copy, certified terminate this Agreement with immediate effect, without incurring any liability as a true copy result thereof and without any obligation on any Party to consummate the transaction contemplated in full force this Agreement or to continue negotiations, in which case all provisions of this Agreement shall terminate except for this subclause, Clauses 22, 27, 28, 29, 30 and effect by a director 31 and the provisions of Clause 1, in each case without prejudice to any other rights or remedies available to the legal manager Sellers. 5.6 If the Sellers fail to fulfil any of the Purchasertheir obligations pursuant to this Clause 5 or Schedule 11, of (i) a resolution of the board of directors of then the Purchaser authorising may, in its entry into the transactions contemplated absolute discretion, by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Purchaser; execute and deliver those of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to it. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver notice to the Purchaser Sellers: (a) invoke specific performance to proceed with Completion to the extent reasonably possible and permitted by Law; (b) defer Completion to a new time, not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other being more than [***] later than the Purchaseroriginal date planned for Completion, in which event the provisions of this Clause 5 and Schedule 11 shall apply to Completion so deferred; or (c) only if the Sellers fail to remedy such non-performance at a copy of other releasessubsequent (deferred) Completion, consentsterminate this Agreement with immediate effect, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified without incurring any liability as a true copy result thereof and without any obligation on any Party to consummate the transaction contemplated in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement or to continue negotiations, in which case all provisions of this Agreement shall terminate except for this subclause, Clauses 22, 27, 28, 29, 30 and 31 and the Assignment Documents on behalf provisions of the Seller; and perform such Clause 1, in each case without prejudice to any other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests rights or remedies available to the Purchaser. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

Completion. 4.1 3.1 Completion under this Agreement of the sale and purchase of the Sale Shares shall take place at on or before the offices fourth business day (being a day other Saturday in which the banks in Hong Kong are open for business) after the conditions set out in Clause 1.1 have been fulfilled or such other date as the parties hereto may mutually agree in writing provided that on completion date the conditions set out in Clause 1.1 shall remain to have been fulfilled ("the Completion Date"). 3.2 Completion of the Seller at a time sale and purchase of the Sale Shares shall take place on 22/F, ▇▇▇▇▇▇▇▇▇ House, ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇ or elsewhere as may be mutually agreed in writing by the Parties. 4.2 On the Completion Date all but not part of parties hereto when the following business shall will be transacted:simultaneously transacted:- 4.2.1 (a) The Purchaser shall: pay to the Seller, or pay in accordance with a direction from an Affiliate to an Affiliate, the Consideration as increased or decreased by the Working Capital Adjustment; shall deliver to the Seller (to the extent not already delivered prior to Completion) a copy of the releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Purchaser; deliver to the Seller (to the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Purchaser, of Vendor:- (i) a resolution banker's draft made payable to the Vendor or as it may direct for HK$86,976,000 which together with the Deposit will represent 50% of the board of directors purchase consideration of the Purchaser authorising its entry into the transactions contemplated by this Agreement; and, if relevant, Sale Shares; (ii) a Power promissory note bearing interest at the rate of Attorney authorising 7.5% per annum in respect of HK$108,720,000 being the balance of the purchase consideration of the Sale Shares to be repaid at the end of a person six months period and on other terms to be approved by the Vendor (the "Promissory Note") issued in favour of the Vendor or persons as it may direct duly executed by the Purchaser; (iii) an equitable charge over the Sale Shares made in favour of the Vendor in a form to sign this Agreement and be agreed by the Assignment Documents on behalf of Vendor securing the Purchaser's obligations under the Promissory Note duly executed by the Purchaser; execute and deliver those and (iv) a deed of guarantee made in favour of the Assignment Documents Vendor in a form to which it be agreed by the Vendor ("Guarantee") duly executed by ▇▇▇▇▇ whereby the obligations of the Purchaser under the Promissory Note is guaranteed. (b) The Vendor shall deliver to the Purchaser or its nominee(s) the following:- (i) sold note(s) (if any, in so far as relevant) and instrument(s) of transfer in favour of the Purchaser and/or its nominee(s) in respect of the Sale Shares; (ii) original certificates in respect of the Sale Shares (or confirmation by the Central Clearing and Settlement System established and operated by Hong Kong Securities Clearing Company Limited); (iii) a signatorybanker's draft drawn in favour of the Hong Kong SAR Government for half share of the estimated ad valorem stamp duty payable under the Stamp Duty Ordinance in respect of the Sale Shares and instrument(s) of transfer in respect of the Sale Shares; and perform such other actions and execute and (iv) such other documents as may be reasonably required by the Purchaser to give a good and effective transfer of title to the Interests to it. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver Sale Shares to the Purchaser and/or its nominee(s) and to enable it/them to become the registered holder(s) thereof. (to c) The Purchaser will:- (i) produce for inspection by the extent not already delivered prior to Completion): Vendor (if and in so far as relevant) the Assignment Documents bought notes in respect of the Sale Shares duly executed by all the Relevant Third Parties other than Purchaser and/or its nominee(s) in compliance with the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this AgreementStamp Duty Ordinance; and, if relevant, (ii) a Power procure forthwith (if and in so far as relevant) the stamping of Attorney authorising a person or persons to sign this Agreement the bought and sold notes and the Assignment Documents on behalf instrument(s) of transfer in respect of the Seller; Sale Shares in accordance with the Stamp Duty Ordinance, and perform such other actions and execute such other documents as soon as practicable thereafter present the Purchaser may reasonably require, said instrument(s) of transfer together with the share certificates in respect of the Sale Shares to the Company for registration of the transfer at the Interests to cost of the Purchaser. 4.2.3 Title 3.3 The transactions described in Clause 3.2 (other than 3.2 (c) (ii)) shall take place at the same time so that in default of the performance of any such transactions the other party shall not be obliged to complete the Interests shall pass from the Seller sale and purchase aforesaid (without prejudice to any further legal remedies). 3.4 The Vendor undertakes to the Purchaser upon Completionon demand to pay to the Purchaser or as it may direct an amount equal to 50% of the amount by which the ad valorem stamp duty assessed by the Commissioner of Stamp Duty on the sale and purchase of the Sale Shares exceeds that estimated for the purpose of Clause 3.2 (b) (iii).

Completion. 4.1 9.1 Completion under this Agreement shall will take place at the offices of the Seller at a time agreed by the Parties. 4.2 On on the Completion Date all but not part at the Completion Time. In this agreement, Completion Date means (i) 31 July 2018; or (ii) any other date agreed in writing by the parties; or (iii) if Completion is deferred in accordance with clause 9.3, the Completion Date will be the date to which Completion is so deferred, and Completion Time means 11:59pm on the Completion Date. 9.2 At or prior to Completion: (a) the Seller will: (i) deliver (or cause to be delivered) to the Buyer the documents and evidence set out in paragraph 1 of Schedule 3; and (ii) procure that a board meeting of the following business shall be transactedCompanies are held at which the matters set out in paragraph 2 of Schedule 3 are carried out; (b) the Buyer will: 4.2.1 The Purchaser shall: (i) pay the Cash Consideration in accordance with clause 4; (ii) issue the Promissory Note to the Seller, or pay in accordance with a direction from an Affiliate to an Affiliate, the Consideration as increased or decreased by the Working Capital Adjustment; and (iii) deliver to the Seller Seller: (to the extent not already delivered prior to CompletionA) a copy of the releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Purchaser; deliver to the Seller (to the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director or the legal manager company secretary of the Purchaser, of (iBuyer) a resolution of the resolutions adopted by the Buyer's board of directors authorising Completion and the execution and delivery by the officers specified in the resolution of each Transaction Document to be executed and delivered by the Purchaser authorising its entry into the transactions contemplated by this AgreementBuyer at Completion; and, if relevant, (iiB) a Power duly certified copy of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents any power of attorney under which any Transaction Document has been executed on behalf of the Purchaser; execute and deliver those of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to itBuyer. 4.2.2 The Seller shall9.3 If either party does not comply with its obligations under clause 9.2, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver other party may (without prejudice to the Purchaser any other rights or remedies it has): (a) proceed to Completion to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of reasonably practicable; (ib) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests defer Completion to the PurchaserLong Stop Date; or (c) terminate this agreement by notice in writing to the defaulting party. 4.2.3 Title 9.4 Completion may be deferred only once under clause 9.3, but otherwise this clause 9 applies to the Interests shall pass from the Seller Completion so deferred as it applies to the Purchaser upon CompletionCompletion that has not been deferred.

Completion. 4.1 6.1 The Purchaser shall provide such documents to, and take all other actions reasonably required by, the FCA and the London Stock Exchange in order to procure that the Existing Purchaser Shares are re-admitted, and the BHE Consideration Shares are admitted, in each case to the premium listing segment of the Official List of the FCA and to trading on the main market for listed securities of the London Stock Exchange on the second Business Day following the Completion under Date. 6.2 The Purchaser or the Purchaser’s Counsel shall, as soon as practicable following receipt of notice from the FCA or the LSE (as applicable), notify the Sellers or the Sellers’ Counsels that the FCA Admission Condition and the LSE Admission Condition have been satisfied. Each Seller may enforce the terms of this Agreement clause 6.2. 6.3 Completion shall take place at the offices of Freshfields Bruckhaus ▇▇▇▇▇▇▇▇ at ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ by way of the Seller at Target Shares Transfer Deed to be formally recorded (beurkundet) by a time German civil law notary on: 6.3.1 the date that is ten (10) Business Days after the Unconditional Date provided that the Sanctions Condition is satisfied on such date (or is Deemed Satisfied pursuant to clause 4.19); or 6.3.2 such other date agreed in writing by and between BASF, Letterone and the Purchaser each acting reasonably, provided the Sanctions Condition is satisfied (or is Deemed Satisfied) on such date, (the Completion Date). 6.4 Completion shall take place by no later than 17.00 CET on the Completion Date. At Completion: 6.4.1 all the documents delivered by the Parties. 4.2 On the Completion Date all but not part of the following business shall be transacted: 4.2.1 The Purchaser shall: pay to the Seller, or pay Parties in accordance with a direction from an Affiliate to an AffiliateSchedule 1 shall be released and, the Consideration as increased or decreased by the Working Capital Adjustment; deliver to the Seller (to the extent not already delivered prior dated, the Parties agree to Completion) a copy instruct the Purchaser’s Counsel (in respect of the releases, consents, approvals, confirmations or waivers, if any, referred to documents held by them) BASF’s Counsel and ▇▇▇▇▇▇▇▇▇’s Counsel (in Clause 2.2 and obtained by or on behalf respect of the documents held by them) to date and deliver such documents without further instruction from any of the Parties; 6.4.2 the Purchaser shall allot and issue the Consideration Shares to the Sellers free from Encumbrances and credited as fully paid in accordance with clause 2 and each Seller may enforce the terms of this clause 6.4.2; 6.4.3 the Sellers shall assign to the Purchaser (or any Designated Purchaser) the Target Shares upon the terms and conditions of this Agreement by way of a separate assignment agreement in the Agreed Form to be formally recorded (beurkundet) by a German civil law notary on the Completion Date; and 6.4.4 the Purchaser shall implement the payment of the Completion Consideration Cash Amount (as reduced by any positive amount of any Aggregate PLTA Consummation Amount as set out in clause 5.17.8) in accordance with clause 2.2 , and for the avoidance of doubt, receipt by each Seller of its Seller Relevant Proportion of the Completion Consideration Cash Amount shall be evidence of the satisfaction by the Purchaser of this obligation. 6.5 Immediately following Completion, the Purchaser or the Purchaser’s sponsor shall notify the FCA that Completion has taken place. As soon as practicable following receipt of confirmation from the FCA, the Purchaser or the Purchaser’s Counsel shall notify BASF and Letterone or BASF’s Counsel and Letterone’s Counsel that the Purchaser has received confirmation from the FCA that the applications for the re- admission of all of the Existing Purchaser Shares and admission of all of the BHE Consideration Shares, in each case to the premium listing segment of the Official List of the FCA have been approved unconditionally and will become effective as soon as a dealing notice has been issued by the FCA. 6.6 The Purchaser shall either: 6.6.1 deliver to the Seller relevant Sellers the share certificate(s) relating to the Consideration Shares within ten (10) Business Days following Admission; or 6.6.2 on Admission, credit the Consideration Shares to such CREST account(s) as are notified by the relevant Sellers to the Purchaser no less than five (5) Business Days prior to the Completion Date. 6.7 BASF and Letterone are not obliged to complete this Agreement unless: 6.7.1 the Purchaser complies with all its obligations under clauses 6.1 to 6.4 (inclusive); and 6.7.2 the purchase of all the Target Shares is completed simultaneously. 6.8 The Purchaser is not obliged to complete this Agreement unless: 6.8.1 each of BASF and Letterone complies with all its obligations under this clause 6; 6.8.2 the Purchaser has received each of the documents required to be delivered by BASF and Letterone under clause 6.4.1; and 6.8.3 the sale of all the Target Shares is completed simultaneously. 6.9 If Completion does not take place on the Completion Date because BASF and/or Letterone, on the one hand, or the Purchaser, on the other hand, fails to comply with any of its obligations under this clause 6, the Purchaser, where BASF and/or Letterone is in breach, or BASF and/or Letterone, where the Purchaser is in breach, may by notice to each other Party: 6.9.1 proceed to the Completion to the extent reasonably practicable (without limiting its rights under this Agreement); 6.9.2 postpone the Completion to a date not already delivered prior to Completionmore than five (5) Business Days after the date originally set for the Completion (being a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Purchaser, of date which is: (i) a resolution of not later than the board of directors of the Purchaser authorising its entry into the transactions contemplated by this AgreementLongstop Date; and, if relevant, and (ii) a Power of Attorney authorising a person or persons Business Day), provided that such postponement may occur only once; or 6.9.3 subject to sign Completion first having been postponed pursuant to clause 6.9.2, terminate this Agreement without liability on its part. 6.10 If any Party postpones Completion to another date in accordance with clause 6.9.2 then the provisions of this Agreement apply as if that other date is the Completion Date. 6.11 The Purchaser shall not be obliged to complete the allotment and issue of the Consideration Shares unless the transfer of all the Target Shares is completed simultaneously, and the Assignment Documents on behalf Sellers shall not be obliged to complete the transfer of the Purchaser; execute Target Shares unless the allotment and deliver those issue of the Assignment Documents to which it Consideration Shares is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to itcompleted simultaneously. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the Purchaser. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

Completion. 4.1 5.1 Completion under this Agreement shall take place at the offices of the Seller at a time unless otherwise agreed by the Parties. 4.2 On , on the Completion Date all but not part of the following business shall be transacteddates set out as follows: 4.2.1 The Purchaser (a) On Completion Date, the Seller shall: pay : (i) cause to be delivered to the Seller, or pay in accordance with a direction from an Affiliate to an Affiliate, the Consideration as increased or decreased by the Working Capital Adjustment; deliver to the Seller (to the extent not already delivered prior to Completion) a copy Purchaser copies of the releases, consents, approvals, confirmations or waivers, if any, its corporate approvals referred to in Clause 2.2 and obtained by or on behalf clause 2(a) above; (ii) cause to be delivered to the Purchaser instruments of transfer in respect of the Shares duly completed in favour of the Purchaser; deliver to the Seller and (to the extent not already delivered prior to Completioniii) procure that a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Purchaser, of (i) a resolution meeting of the board of directors of the Company is held pursuant to board resolutions of the Company to be in the agreed form by Completion dealing with all those matters required to be approved by the Company at Completion including the following: (1) the Registered Agent is instructed to provide a certified copy of the updated register of members to the Purchaser authorising its entry into and the transactions contemplated by this AgreementSeller and such other persons as the Purchaser or the Seller may nominate; and, if relevant, (ii2) a Power any director of Attorney authorising a person or persons the Company is authorised to sign this execute share certificates in the names of the Seller; (3) the execution of the Shareholders Agreement by the Company is approved and any director of the Assignment Documents Company is authorised to execute the Shareholders Agreement for and on behalf of the Purchaser; execute Company; (4) any changes to the directors and officers (as appropriate) of the Company as required by the Shareholders Agreement are approved and the Registered Agent is authorised and instructed to update the Company’s registers of directors and officers (as appropriate) to reflect such changes and deliver those copies of the Assignment Documents same to which it is a signatory; the Seller and perform such other actions and execute such other documents as may be required to transfer the Interests to it. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser and consents from relevant so appointed directors to act and relevant directors’ resignation letters shall be produced in the agreed form. unless in any case waived by the Purchaser; (b) Within fifteen Business Days after the Completion Date (or if such day is not a Business Day, the next Business Day), the Purchaser shall, following compliance by the Seller with the provisions of clause 5.1(a) above: (i) cause to be delivered to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy Seller copies of other releases, consents, approvals, confirmations or waivers, if any, its corporate approvals referred to in Clause 2.2 and obtained by or on behalf of clause 2(a) above; (ii) pay the Seller; a copy, certified as a true copy and in full force and effect by a director or Purchase Price into the legal manager account of the Seller, details of (i) a resolution which must have been notified to the Purchaser, by electronic transfer of the board of directors of the Seller authorising its entry into the transactions contemplated funds for same day value; unless in either case waived by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and (c) On Completion Date, the Seller, a second investor and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer shall execute the Interests to the PurchaserShareholders Agreement. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

Completion. 4.1 7.1 Subject to the remainder of this clause 7, Completion of the sale and purchase of the Shares shall take place on: (a) the later to occur of: (i) the date falling twenty (20) Business Days after the date on which the last Condition is satisfied; and (ii) the date that is forty five (45) Business Days after the date on which the updated KPMG VDD Reports are delivered to the Buyer in accordance with clause 6.28; or (b) such other date and/or at such other time and place as the Sellers’ Representative and the Buyer may agree. 7.2 On Completion, the Sellers and the Buyer shall perform, or procure the performance of, their respective obligations in relation to the sale and purchase of the Shares simultaneously and in accordance with and as set out in Schedule 4. 7.3 The Sellers hereby confirm that: the Sellers’ Solicitors are irrevocably authorised by the Sellers to receive payment of the Consideration (including the Initial Purchase Price and any adjustment amounts pursuant to clause 3.12 on the Sellers’ behalf and the receipt by the Sellers’ Solicitors of the relevant amounts shall be a sufficient discharge for the Buyer of its obligations under clause 7.2 and clause 3.12(a) and the Buyer shall not be concerned to see to the application thereof or be responsible for the further distribution from the Sellers’ Solicitors to each Seller. 7.4 If: (a) as at the date that all the Conditions have been satisfied or waived, the Release Documents are not in a form satisfactory to the Buyer (acting reasonably) or executed Release Documents (in a form satisfactory to the Buyer (acting reasonably)) have not been delivered to the Buyer in accordance with 6.13(a), the Buyer shall (prior to deferring Completion pursuant to clause 7.4(b)) set a new time for Completion, which shall be ten (10) Business Days after the date on which the Sellers deliver executed Release Documents (in a form satisfactory to the Buyer (acting reasonably)) pursuant to clause 6.13(a); and/or (b) prior to or at the moment on which Completion is to be effected, for any reason either the Sellers or the Buyer does not do or does not procure to be done all those things set out in relation to it or its Group in Schedule 4 (the “Defaulting Party”), the Sellers (in the event the Defaulting Party is a Buyer) or the Buyer (in the event the Defaulting Party is any of the Sellers) may elect (in addition and without prejudice to all other remedies available to them) to either: (i) unilaterally set a new time for Completion, not being more than five (5) Business Days later than the original date planned for Completion (a “Deferred Completion”), in which case this clause 7.4 shall also apply to such Deferred Completion, or (ii) effect Completion as far as practicable (without in any way limiting the other party’s rights or remedies under this Agreement shall take place or by law, to, amongst other things, claim for damages). 7.5 If, at the offices moment on which the Deferred Completion is to be effected, for any reason either the Sellers or the Buyer has not done or have not procured to be done those things listed in: (i) paragraphs 1.1, 1.2, 1.4, 1.8, 1.10, 1.11 and 1.13 of Part 1 of Schedule 4 and in clauses 6.6 and 6.7 in case of the Seller at a time Sellers, and (ii) paragraphs 1.14, 1.15 and 1.16 of Part 2 of Schedule 4 in case of the Buyer (the “Material Completion Obligations”), the Sellers (in the event the Defaulting Party is the Buyer) or the Buyer (in the event the Defaulting Party is any of the Sellers) may (in addition and without prejudice to all other remedies available to it) terminate this Agreement. 7.6 If, on the date on which the last of the Conditions is satisfied, for any reason the Reorganisation (other than Future System Milestone Completion) has not been implemented and completed in accordance with clause 6.2 (disregarding for this purpose any Immaterial Reorganisation Default) (the “Reorganisation Completion Obligation”), the Completion Date shall, subject to clause 7.7 and unless the parties agree otherwise in writing, be automatically deferred until after the Reorganisation Completion Obligation has been satisfied or such shorter period as agreed by the Parties. 4.2 On parties in writing (the Completion Date all but not part of “Extension Period”). During the following business shall be transacted: 4.2.1 The Purchaser shall: pay to the Seller, or pay in accordance with a direction from an Affiliate to an Affiliate, the Consideration as increased or decreased by the Working Capital Adjustment; deliver to the Seller (to the extent not already delivered prior to Completion) a copy of the releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Purchaser; deliver to the Seller (to the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Purchaser, of Extension Period (i) a resolution of clause 6.2 shall continue to apply to the board of directors of the Purchaser authorising its entry into the transactions contemplated by this Agreement; and, if relevantSellers, (ii) a Power the parties shall work together in good faith to satisfy the Reorganisation Completion Obligation so that Completion can take place as soon as possible, and (iii) the Sellers shall provide such information and supporting documentation as is reasonably requested by the Buyer for the purpose of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Purchaser; execute and deliver those of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to itclause 7. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the Purchaser. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

Completion. 4.1 6.1 Unless otherwise agreed by the Purchaser and the Vendor, Completion under this Agreement shall take place at the Completion Date at the offices of CMS ▇▇▇▇▇ Star Busmann N.V., Mondriaantoren, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇ Amsterdam, the Seller at a time agreed by Netherlands in the Partiespresence of the Notary. 4.2 On 6.2 At Completion, the Completion Date Vendor and the Purchaser shall, and shall cause the relevant Group Companies to, do all but not part such acts and execute all such documents as shall in the reasonable opinion of the Vendor or the Purchaser be necessary to fully effect the transactions contemplated in this Agreement, including (in the following business order): (a) the Notary shall be transacted: 4.2.1 The Purchaser shall: pay confirm to the Seller, parties that he has received the Consideration and that it is available to him; (b) the Vendor and the Purchaser shall confirm that the conditions precedent set out in Clause 4.1 have been either fulfilled or pay waived in accordance with a direction from an Affiliate the provisions of Clause 4.4 and parties will deliver to an Affiliate, each other copies of all such documents executed pursuant to Clause 4 in fulfillment of those conditions precedent that have not been waived; (c) the Consideration as increased or decreased by the Working Capital Adjustment; Vendor shall deliver to the Seller (to the extent not already delivered prior to Completion) a copy of the releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Purchaser; deliver to the Seller (to the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Purchaser, of : (i) a resolution the shareholders’ register of the board of directors Company in which the transfer of the Purchaser authorising its entry into the transactions contemplated by this Agreement; and, if relevant, Shares is to be recorded; (ii) a Power certificate in the Agreed Form to the effect that the Vendor Warranties continue to be true and accurate in all material respects and not misleading in any material respect as per Completion except to the extent of Attorney authorising a person those matters that are disclosed in the Disclosure Letter or persons to sign any additional disclosures made in the Supplementary Disclosure Letter and that the Vendor has complied with its respective obligations under this Agreement Agreement; (iii) the Supplementary Disclosure Letter, if any; (iv) the written resignation of Messrs. ▇.▇. ▇▇▇▇▇▇▇ and the Assignment Documents on behalf A.S. Raaphorst, as per Completion, as managing director and employee from all Group Companies and their written confirmation that they have no claims from any cause of action against any of the Purchaser; execute and deliver those Group Companies for the period up to an including the date of their resignation; (v) the written resolutions of the Assignment Documents to general meeting of shareholders of the respective Group Companies in the Agreed Form in which it is a signatory; and perform such other actions and execute such other documents as may be required resolved to transfer accept the Interests to itresignations of Messrs. ▇. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the Purchaser▇. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

Completion. 4.1 3.1 Completion under this Agreement of the sale and purchase of the Sale Shares shall take place at on or before the offices second business day after the conditions set out in Clause 1.1 have been fulfilled or such other date as the parties hereto may mutually agree in writing provided that on completion date the conditions set out in Clause 1.1 shall have been fulfilled (the "Completion Date"). 3.2 Completion of the Seller at a time sale and purchase of the Sale Shares shall take place in the office of the Vendor's principal place of business or elsewhere as may be mutually agreed in writing by the Parties. 4.2 On the Completion Date all but not part of parties hereto when the following business shall will be simultaneously transacted:. 4.2.1 (a) The Purchaser shall: pay to the Seller, or pay in accordance with a direction from an Affiliate to an Affiliate, the Consideration as increased or decreased by the Working Capital Adjustment; shall deliver to the Seller (to the extent not already delivered prior to Completion) a copy of the releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Purchaser; deliver to the Seller (to the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Purchaser, of Vendor: (i) a resolution banker's draft for HK$244,328,000 which together with the Deposit being 50% of the board of directors purchase consideration of the Purchaser authorising its entry into the transactions contemplated by this AgreementSale Shares; and, if relevant, (ii) a Power promissory note of Attorney authorising a person or persons to sign this Agreement and HK$321,760,000 being the Assignment Documents on behalf balance of the Purchaser; execute and deliver those purchase consideration of the Assignment Documents Sale Shares to which it is be issued in favour of the Vendor and secured by the Sale Shares and guaranteed by ▇▇▇▇ ▇., such promissory note shall carry an interest rate of 7 1/2% per annum for a signatory; period of six (6) months. (b) The Vendor shall deliver to the Purchaser or its nominee(s) the following: (i) sold note(s) (if any, in so far as relevant) and perform such other actions instrument(s) of transfer in favor of the Purchaser and/or its nominee(s) in respect of the Sale Shares and execute shares of the Subsidiaries not registered in the name of the Company all duly executed by the Vendor or its nominee(s); (ii) original certificates in respect of the Sale Shares (or confirmation by CCASS); (iii) a banker's draft drawn in favor of the Hong Kong SAR Government for half share of the estimated ad valorem stamp duty payable under the Stamp Duty Ordinance in respect of the sold note(s) and instrument(s) of transfer in respect of the Sale Shares; (iv) such other documents as may be required to give a good and effective transfer of title to the Interests to it. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver Sale Shares to the Purchaser and/or its nominee(s) and to enable it/them to become the registered holder(s) thereof; and (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by v) all the Relevant Third Parties other than the Purchaser; a copy statutory books, certificates of other releasesincorporation, consentscommon seals, approvals, confirmations or waivers, if any, referred to in Clause 2.2 records and obtained by or on behalf books of accounts of the Seller; Company and its subsidiaries (the "Group"). (c) The Vendor will cause a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution meeting of the board of directors of each of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement Company and the Assignment Documents on behalf of the Seller; and perform subsidiaries (if applicable) to be held at which resolutions shall be passed to: (i) appoint such other actions and execute such other documents persons as the Purchaser may reasonably nominate as directors and secretaries of the Company and the subsidiaries (if applicable) all to take effect from the Completion Date; (ii) amend all banking authorisations, instructions and mandates of the Group in such manner as the Purchaser may require, to transfer the Interests to the Purchaser. 4.2.3 Title to the Interests shall pass with effect from the Seller effective date of the changes under sub-paragraph (i) above; and (iii) approve (subject to stamping) such transfers of the Purchaser upon CompletionSale Shares and shares of the Subsidiaries and the registration of the relevant shares in the name of the Vendor or its nominee(s) as contemplated in Clause 3.2(b)(i).

Completion. 4.1 6.1 Completion under this Agreement shall take place at 5:00 p.m. at the offices of the Seller Seller’s Solicitors at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇ on the tenth Business Day after the later of: (A) the date on which all of the conditions set out in clause 4.1 have been satisfied (or deemed to have been satisfied) or waived, as applicable, in accordance with this Agreement; or (B) if a time agreed Fundamental Warranty Breach has occurred, the date by which that Fundamental Warranty Breach may have been remedied by the PartiesSeller as contemplated by, and without prejudice to the rights of the Purchaser under, clause 8.5, or at such other time and place as the Seller and the Purchaser may agree in writing. 4.2 On 6.2 At Completion the Seller shall do those things listed in Part A (Seller’s Obligations) of Schedule 1 (Completion Arrangements) and the Purchaser shall do those things listed in Part B (Purchaser’s Obligations) of Schedule 1 (Completion Arrangements). Completion shall take place in accordance with Part C (General) of Schedule 1 (Completion Arrangements). 6.3 Neither the Purchaser nor the Seller shall be obliged to complete the sale and purchase of any of the Shares unless the sale and purchase of all of the Shares is completed simultaneously. 6.4 If the respective obligations of the Seller and/or the Purchaser under clause 6.2 and Schedule 1 (Completion Arrangements) are not complied with on the Completion Date, the Purchaser (in the case of non-compliance by the Seller) or, as the case may be, the Seller (in the case of non-compliance by the Purchaser) may, by delivering a written notice to the other party on the Completion Date all but not part and without limiting any party’s right to claim damages: (A) defer Completion (so that the provisions of this clause 6 shall apply to Completion as so deferred); (B) proceed to Completion as far as practicable (without limiting its rights under this Agreement); or (C) terminate this Agreement with respect to the sale and purchase of the following business shall be transacted: 4.2.1 The Purchaser shall: pay Shares by notice in writing to the Seller, or pay other party. 6.5 If this Agreement is terminated in accordance with a direction from an Affiliate clause 6.4 (and without limiting any party’s right to an Affiliateclaim damages), the Consideration as increased or decreased by the Working Capital Adjustment; deliver to all obligations of the Seller and the Purchaser under this Agreement shall end (to except under the extent not already delivered prior to Completion) a copy provisions of the releasesSurviving Clauses, consents, approvals, confirmations or waivers, if any, referred but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination shall continue to in Clause 2.2 and obtained exist. 6.6 Payment by or on behalf of the Purchaser for the amount stated in clause ‎3 (Consideration) in accordance with paragraph 1 of Part B (Purchaser; deliver to the Seller ’s Obligations) of Schedule 1 (to the extent not already delivered prior to CompletionCompletion Arrangements) a copy, certified as a true copy and in full force and effect by a director or the legal manager shall constitute payment of the Purchaser, of (i) a resolution of consideration for the board of directors Shares and shall discharge the obligations of the Purchaser authorising its entry into the transactions contemplated by this Agreement; and, if relevant, under clause 2 (ii) a Power of Attorney authorising a person or persons to sign this Agreement Sale and the Assignment Documents on behalf of the Purchaser; execute and deliver those of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to itpurchase). 4.2.2 6.7 The Seller shall, after confirmation provisions of receipt of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser Schedule 5 (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and Tax Covenant) shall have effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the Purchaser. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

Completion. 4.1 On the Completion under Date the parties hereto shall do such things and sign such documents as should be done or signed on the Completion Date pursuant to this Agreement, all in accordance with the completion agenda which is attached to this Share Purchase Agreement as Schedule B. On the Closing Date, the Sale Shares of each of the Sellers, as specified behind its name in Schedule A, shall take place be transferred to Purchaser in accordance with the provisions of this Article 4. 4.2 The Transferor will be effected by execution by Purchaser and by a proxy-holder on behalf of each of the Sellers and by the Civil Law Notary Mr. H. van Wilsum, holding office at Amsterdam at the offices of Caron & Stevens/Baker & McKenzie in Amsterdam or another civil law notary holding office at the Seller at same address, of the Dead of Transfer which shall be in conformity with the draft attached hereto as Annex 1. The Company shall acknowledge the Transfer by co-signing the Deed of Transfer. As per the moment of transfer of the Sale Shares, the Civil law Notary shall hold the Purchase Price and amount referred to in Article 2.2 for the Sellers and shall immediately make the payments referred to in Article 2.2 and 3.2 by telephone transfers to the bank account numbers mentioned on Schedule A. 4.3 Immediately after the Transfer, the Company shall ensure that the Transfer is validly registered in the shareholders' register of the Company and the transfer of the Claims shall be notified to the Company. 4.4 On May 11, 1998, the Company and ABN AMRO Bank NV entered into a time agreed credit agreement with a maximum credit facility of NLG 50,000,000, ("the Loan Agreement", of which a copy is attached hereto as Annex 2) and each of the Sellers entered into a guarantee (also attached as Annex 2) in which it guaranteed a certain proportion of the Company's obligations under the Loan Agreement vis-a-vis ABN AMRO Bank NV. Before or on the Completion Date, the Purchaser shall make such arrangements with the ABN AMRO Bank as shall be necessary for the termination of each of Sellers' obligations resulting from such guarantees. All costs in connection with aforementioned termination shall be borne by the Parties. 4.2 Purchaser. On the Completion Date all but not part the Purchaser shall produce a document confirming - to the satisfaction of the following business shall be transacted: 4.2.1 The Purchaser shall: pay to Sellers - that the Seller, or pay in accordance with a direction Sellers are released from an Affiliate to an Affiliate, the Consideration as increased or decreased by the Working Capital Adjustment; deliver to the Seller (to the extent not already delivered prior to Completion) a copy of the releases, consents, approvals, confirmations or waivers, if any, guarantees referred to in Clause 2.2 and obtained by or on behalf this Article 4.4. 4.5 Each of the Purchaser; deliver Sellers hereby gives an unconditional and irrevocable power of attorney to any and all lawyers working with the law firm Buruma Maris and instruct each of them unconditionally and irrevocably to represent such Seller (to on the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director or Closing Date for the legal manager purpose of passing the Purchaser, of (i) a resolution of the board of directors of the Purchaser authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Purchaser; execute and deliver those of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to it. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, notarial deed referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the PurchaserArticle 4.2. 4.2.3 Title to 4.6 This Share Purchase Agreement is concluded under the Interests suspensive condition ("opschortende voorwaarde") that the Closing shall pass from the Seller to the Purchaser upon Completiontake place on or before Friday 19th June, 1998.

Completion. 4.1 5.1 The sales and purchases referred to in Clause 2 shall be conditional on:‌ (a) the issue by the Issuer of the Notes and the Residual Certificates and the drawing by the Issuer under the Class S VFN of the amounts referred to in Condition 18 on the Closing Date;‌ (b) the Relevant Documents having been executed and delivered by the parties thereto on or before the Closing Date; and‌ (c) the delivery by the Issuer and each Seller of a solvency certificate in or substantially in the form set out in Schedule 6, signed by an authorised officer of the relevant company.‌ Completion under this Agreement of the purchase of the Mortgages shall take place on the Closing Date immediately upon satisfaction of conditions (a), (b) and (c) referred to in this Clause 5.1 and immediately thereafter the steps listed in Clauses 5.2 and 5.3 shall take place, each of which shall be deemed to take place simultaneously and payment shall be made in accordance with Clause 5.4. 5.2 On the Closing Date, each Seller shall deliver or procure that there are delivered to the Issuer:‌ (a) a duly executed power (in duplicate) in the form of the Power of Attorney; (b) a certified copy of each of the relevant Insurance Contracts set out in Schedule 1; (c) paper copies of the title deeds to the Properties in respect of the Mortgages;‌ (d) electronic copies of the Mortgages registered at the Land Registry of England and Wales; (e) its files relating to each of the Mortgages; and (f) in the case of the Mortgages to be acquired by the Issuer from each of PML and Paragon Bank on the Closing Date one copy of the Annexure to this Agreement signed by the parties hereto for the purposes of identification.‌ The items referred to in items (c) to (f) of this Clause 5.2 shall be delivered on the Closing Date at the offices of the Seller at a time relevant Administrator as indicated on the first page hereof, or the relevant Administrator shall confirm to the Issuer and the Trustee in an agreed form of letter that as of the Closing Date such items will be held by the Partiesrelevant Administrator to the order of the Trustee. The Issuer agrees that compliance with this provision shall constitute good delivery of the relevant documents to the Issuer for the purposes of this Clause 5.2. 4.2 5.3 On the Completion Date all but not part of Closing Date, the following business Issuer shall be transacted: 4.2.1 The Purchaser shall: pay deliver, or procure that there are delivered, to the Seller, or pay relevant Administrator powers of attorney duly executed by the Issuer and the Trustee in accordance with a direction from an Affiliate to an Affiliateclause 9.1 of the Administration Agreement.‌ 5.4 On the Closing Date, the Issuer shall (subject to each Seller having performed their respective obligations herein) satisfy and discharge the Initial Purchase Consideration payable under Clause 3.1.‌ 5.5 Each Seller undertakes that it will use all reasonable efforts to obtain, as increased soon as practicable, and in any event within six months after the Closing Date, details of the title numbers applicable to Properties in England or decreased Wales comprising registered land or land which is the subject of an application for first registration in respect of Mortgages which have been sold by it. Six months from the Working Capital Adjustment; deliver Closing Date the Seller shall report in writing to the Seller (Issuer and the Trustee such title numbers relating to the extent Mortgages as are then known to it together with such other information relating thereto as the Trustee may reasonably request. If all such title numbers are not already delivered prior to Completion) a copy of the releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Purchaser; deliver then known to the Seller (to relevant Seller, the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Purchaser, of (i) a resolution of the board of directors of the Purchaser authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Purchaser; execute and deliver those of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to it. 4.2.2 The relevant Seller shall, after confirmation within such period of receipt time thereafter (not being less than two weeks) as the Trustee may specify to such Seller, obtain details of the amounts payable under Clause 4.2.1(a), deliver missing title numbers and report the same in writing to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf Trustee. Where any of the Seller; a copyAnnexures contain details of Mortgages over registered land in England or Wales, certified as a true copy and the relevant Seller will identify (if requested to do so by the Chief Land Registrar) the District Registry responsible for the area in full force and effect by a director or the legal manager which each of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the PurchaserProperties is situated. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

Completion. 4.1 6.1 Completion under this Agreement shall take place on the Completion Date at the offices of the Purchaser’s Solicitors at 47/▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇ong. 6.2 At Completion the Seller at a time agreed shall do those things listed in paragraphs 1, 2, 4 and 5 of Part A (Parties’ obligations) of Schedule 2 (Completion arrangements) and the Purchaser shall do those things listed in paragraph 3 of Part A (Parties’ obligations) of Schedule 2 (Completion arrangements). Completion shall take place in accordance with Part B (General) of Schedule 2 (Completion arrangements). 6.3 The Purchaser shall not be obliged to complete the sale and purchase of the Sale Shares unless the Seller complies with the requirements of sub-clause 6.2 and paragraphs 1, 2, 4 and 5 of Part A (Parties’ obligations) of Schedule 2 (Completion arrangements). The Seller shall not be obliged to complete the sale and purchase of the Sale Shares unless the Purchaser complies with the requirements of paragraph 3 of Part A (Parties’ obligations) of Schedule 2 (Completion arrangements). 6.4 Neither party shall be obliged to complete the sale and purchase of any of the Sale Shares unless: (A) the sale and purchase of all the Sale Shares is completed simultaneously; and (B) this Agreement, the Kofu SPA, the Listco SPA (save for the Second Completion (as defined under the Listco SPA)) and the Kofu Listco SPA (save for the Second Completion (as defined under the Kofu Listco SPA)) are completed substantially contemporaneously. 6.5 If the obligations of the Seller under sub-clause 6.2 and paragraphs 1, 2, 4 and 5 of Part A (Parties’ obligations) of Schedule 2 (Completion arrangements) are not complied with on the Completion Date, the Purchaser may, and if the obligations of the Purchaser under sub-clause 6.2 and paragraph 3 of Part A (Parties’ obligations) of Schedule 2 (Completion arrangements) are not complied with on the Completion Date, the Seller may: (A) defer Completion (so that the provisions of this clause 6 shall apply to Completion as so deferred); (B) proceed to Completion as far as practicable (without limiting its rights under this Agreement); or (C) terminate this Agreement by notice in writing to the Seller or the Purchaser, as the case may be. 6.6 If this Agreement is terminated by the PartiesPurchaser in accordance with sub-clause 6.5 and without limiting either party’s right to any right, power or remedy provided by law or under this Agreement: (A) the Seller will indemnify the Purchaser on demand on an after-Tax basis for all reasonable costs and expenses incurred by the Purchaser in accordance with sub-clause 17.2 (Costs and expenses); and (B) all obligations of the parties under this Agreement shall end except for those expressly stated to continue without limit in time but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination shall continue to exist. 4.2 On 6.7 The Seller undertakes to indemnify the Completion Date all but not part Purchaser against any loss, expense or damage which it may suffer as a result of any document delivered to it pursuant to this clause being unauthorised, invalid or for any other reason ineffective for its purpose. 6.8 The Seller covenants with the following business shall be transacted: 4.2.1 The Purchaser shall: to pay to the Seller, or pay in accordance with a direction from Purchaser an Affiliate to amount calculated on an Affiliate, the Consideration as increased or decreased by the Working Capital Adjustment; deliver after-Tax basis equal to the Seller (to the extent not already delivered prior to Completion) a copy value of any and all claims which may be made against any member of the releasesGroup by any of ▇▇▇▇▇ ▇▇▇▇-▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇, consentsbecause of their resignation from office or of their employment being terminated and an amount equal to all costs, approvals, confirmations or waivers, if any, referred charges and expenses incurred by any member of the Group which are incidental to in Clause 2.2 and obtained any such claim. 6.9 Payment by or on behalf of the Purchaser; deliver to Purchaser for the Seller amount stated in sub-clause 5.1 (to the extent not already delivered prior to CompletionConsideration) a copy, certified as a true copy and in full force and effect by a director or the legal manager accordance with paragraph 3 of Part A (Parties’ obligations) of Schedule 2 (Completion arrangements) shall constitute payment of the Purchaser, of (i) a resolution of consideration for the board of directors Sale Shares and shall fully discharge the obligations of the Purchaser authorising its entry into the transactions contemplated by this Agreement; and, if relevant, under sub-clause 2.1 (ii) a Power of Attorney authorising a person or persons to sign this Agreement Sale and the Assignment Documents on behalf of the Purchaser; execute and deliver those of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to itpurchase). 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the Purchaser. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

Completion. 4.1 5.1 Subject to Clause 6, Completion under this Agreement shall take place at Arculli Fong&Ng LLP on or before the offices thirtieth (30th) business day after the fulfilment of the Seller above conditions precedent (or waiver, as the case may be) or at a such other place and/or at such other time agreed by as the Parties. 4.2 On Parties may agree in writing from time to time (the “Completion Date all but not part of Date”) when the following business shall described in Clauses 5.2 to 5.4 will be simultaneously transacted: 4.2.1 The 5.2 At Completion, the Purchaser shall: shall pay to the Seller, or pay Consideration in accordance with a direction from an Affiliate to an AffiliateClause 4.2 and deliver, inter alia, the Consideration as increased or decreased by following documents: (a) an executed instrument of transfer in respect of the Working Capital Adjustment; deliver to the Seller Sale Shares; (to the extent not already delivered prior to Completionb) a certified true copy of the releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf board resolutions/minutes of the Purchaser; deliver to the Seller (to the extent not already delivered prior to Completion) a copyPurchaser approving, certified as a true copy and in full force and effect by a director or the legal manager of the Purchaser, of inter alia (i) a resolution the transfer of the board of directors of the Purchaser authorising its entry into the transactions contemplated by this Agreement; and, if relevantSale Shares, (ii) a Power the issue and allotment of Attorney authorising a person the Consideration Shares to the Vendor or persons its nominees if the Purchaser selects the Consideration to sign this Agreement be paid in accordance with Clause 4.2(b) and the Assignment Documents on behalf registration of the Purchaser; execute and deliver those Vendor and/or its nominees, as applicable, as members of the Assignment Documents to which it is a signatory; Purchaser in respect of the Consideration Shares and perform such other actions (iii) the entry into and execute such consummation of this Agreement, and (iv) the execution of all other documents as may be required to transfer the Interests to it.contemplated hereunder; 4.2.2 The Seller shall, after confirmation of receipt (c) a certified true copy of the amounts payable under Clause 4.2.1(a), deliver to shareholders’ resolutions /minutes of the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releasesapproving, consentsinter alia, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution the transfer of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevantSale Shares, (ii) a Power the issue and allotment of Attorney authorising a person the Consideration Shares to the Vendor or persons its nominees if the Purchaser selects the Consideration to sign this Agreement be paid in accordance with Clause 4.2(b) and the Assignment Documents on behalf registration of the Seller; Vendor and/or its nominees, as applicable, as members of the Purchaser in respect of the Consideration Shares, (iii) the entry into and perform such other actions consummation of this Agreement, and execute such (iv) the execution of all other documents as contemplated hereunder; and (d) the Purchaser may reasonably requirenecessary approvals from the SEC, to transfer NASDAQ and/or other regulatory authority in connection with the Interests transactions contemplated hereunder (if applicable). 5.3 At Completion, the Vendor shall deliver to the Purchaser., inter alia, the following documents: 4.2.3 Title to (a) an executed instrument of transfer in respect of the Interests shall pass from Sale Shares; (b) an executed letter of application for shares in respect of the Seller to Consideration Shares (if the Purchaser upon selects the Consideration to be paid in accordance with Clause 4.2(b)); (c) a certified copy of board resolutions/minutes of the Vendor approving, inter alia, (i) the transfer of the Sale Shares, (ii) the subscription of the Consideration Shares if the Purchaser selects the Consideration to be paid in accordance with Clause 4.2(b), (iii) the entry into and consummation of this Agreement, and (iv) the execution of all other documents contemplated hereunder; (d) a certified true copy of board resolutions/minutes of the Company approving, subject to Completion: (i) the registration of the Purchaser and/or its nominees, as applicable, as members of the Company in respect of the Sale Shares; (ii) the execution of all other documents contemplated hereunder.

Completion. 4.1 5.1 Subject to the terms of this Agreement, Completion under this Agreement of 10 of the Sale Shares shall take place pursuant to this clause at the offices of the Seller at a time agreed by the Parties. 4.2 On Purchaser on the Completion Date all but not part within 30 days of this Agreement, and Completion of 53 of the following business Sale Shares shall be transactedtake place pursuant to this clause at the offices of the Purchaser within 60 days of this Agreement. 5.2 Upon Completion the Vendor shall: 4.2.1 The Purchaser shall: pay to the Seller, or pay in accordance with a direction from an Affiliate to an Affiliate, the Consideration as increased or decreased by the Working Capital Adjustment; (a) deliver to the Seller (to the extent not already delivered prior to Completion) a copy of the releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Purchaser; deliver to the Seller (to the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Purchaser, of : (i) a resolution duly completed and signed transfers of the board numbers of directors Sale Shares specified in Clause 4.01(b) by the registered holders thereof in favour of the Purchaser authorising its entry into or as it may direct together with the transactions contemplated by this Agreement; and, if relevant, relative bought/sold share certificates; (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf certificates in respect of the Purchaser; execute and deliver those numbers of Sale Shares specified in Clause 4.01(b) in favour of such persons as the Purchaser shall direct; (iii) such waivers or consents as the Purchaser may require to enable the Purchaser or its nominee(s) to be registered as the holders of Sale Shares; (iv) written confirmation that none of the Assignment Documents to Vendor are aware of any matter or thing which it is a signatory; in breach of or inconsistent with any of the representations, warranties and perform such other actions and execute undertakings herein contained; (v) such other documents as may be required to transfer the Interests to it. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver give to the Purchaser (good title to the extent not already delivered prior Sale Shares and to Completion): enable the Assignment Documents duly executed by all Purchaser or its nominees to become the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of registered holders thereof; (ivi) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions papers and execute such other documents as the Purchaser may (by notice in writing given not less than 5 business days prior to Completion) reasonably require; (b) cause board meetings of the Company to be held (inter alia) at which the Directors shall: (i) approve the transfers to the Purchaser or its nominee(s) and its registration as members of the Company in respect of the number of Sale Shares specified in Clause 4.01 (b) (subject to the production of duly stamped transfers); (ii) upon payment of not less than Euro 600,000 by the Purchaser, appoint such person as the Purchaser may nominate to transfer be validly appointed as an additional Director of the Interests Company; (c) procure that immediately following the board meetings referred to in sub-clause 5.2(b) such meetings of the boards of directors of the Subsidiaries as the Purchaser shall require are convened to deal with such of the matters referred to in sub­clause 5.2(b) as the Purchaser shall require; 5.3 Upon Completion the Purchaser shall deliver to the Vendor or its Solicitors a banker's draft or any other means to be agreed by the Parties for the Consideration, such draft to be payable to or to the order of the Vendor. The delivery of such banker's drafts as aforesaid in the aggregate amounts of Euro 600,000 shall constitute a complete discharge to the Purchaser in respect of the Consideration to be provided by it under this Agreement and the Purchaser shall not be concerned further with such Consideration or to see that any of the Vendor actually received the same; 5.4 The Purchaser agrees hereby to irrevocably undertake upon following Completion to use its reasonable endeavours to procure discharge of the Vendor obligations pursuant to any indemnity given by the Vendor as security for the banking facilities of the Company. 5.5 The Purchaser shall not be obliged to complete the purchase of any of the Sale Shares unless the purchase of the Sale Shares is completed in accordance with this Agreement. Without prejudice to any other remedies available to the Purchaser, if in any respect the provisions of clause 5.2 are not complied with by the Vendor on the Completion Date the Purchaser may: (a) defer Completion to a date not more than 28 days after the Completion Date (and so that the provisions of this Clause 5.6 shall apply to Completion as so deferred); or (b) proceed to Completion so far as practicable (without prejudice to its rights hereunder); or (c) rescind this Agreement without prejudice to any other remedy and without incurring any liability to the Vendor. 4.2.3 Title to the Interests shall pass from the Seller 5.6 The Vendor hereby irrevocably undertakes to the Purchaser upon Completionto procure at its own expense the due execution of all such further documents as are necessary to vest in the Purchaser or the Company all such property and rights as are intended to be vested in it by or pursuant to this Agreement.

Completion. 4.1 5.1 Completion under this Agreement shall take place at the offices of the Seller at a time agreed by the Parties. 4.2 On on the Completion Date all but not part of the following business shall be transactedwhen: 4.2.1 The Purchaser shall: pay to 5.1.1 the Seller, or pay in accordance with a direction from an Affiliate to an Affiliate, the Consideration as increased or decreased by the Working Capital Adjustment; Sellers shall deliver to the Seller (Buyer, or procure the delivery to the extent not already delivered prior to Completion) a copy of Buyer of, the releases, consents, approvals, confirmations or waivers, if any, documents and other items referred to in Clause 2.2 Schedule 4; 5.1.2 the Sellers shall repay or procure the repayment in full of all amounts owing (even if not due for repayment) to the Company or the Subsidiary by any of the Sellers or any connected persons or associates or directors of them or any of them and obtained shall procure that all guarantees or indemnities given by or binding on behalf the Company or the Subsidiary in respect of any liabilities (actual or contingent) of any of the Purchaser; deliver Sellers or any of such connected persons or associates or directors are fully and effectively released without cost to the Seller (to the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director Company or the legal manager Subsidiary save that this Clause shall not apply to advances made to members of staff on account of expenses; 5.1.3 the Purchaser, of Sellers shall procure: (ia) that there shall be held a resolution meeting of the board of directors of the Purchaser authorising its entry into Company and of the transactions contemplated by this AgreementSubsidiary at which there shall be duly passed the resolutions set out and contained in the board minutes or unanimous board consents of the Company and of the Subsidiary in the Agreed Form marked “C1” to “C2” respectively; and (b) that there shall be duly passed the Resolutions as written resolutions; and 5.1.4 the Buyer shall: (a) pay: (i) the Initial Cash Consideration to the Sellers and the Other Sellers by way of transfer of funds to the Sellers’ Solicitor’s Account, if relevantreceipt of which shall be an effective discharge of the Buyer’s obligation to pay the Initial Cash Consideration, after deduction in relation to any Optionholder of the amounts to be withheld from such Optionholder pursuant to Clause 5.1.4(a)(ii) below; (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents Company on behalf of Optionholders (who are also Sellers) the Purchaser; execute and deliver those of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to it. 4.2.2 The Seller shall, after confirmation of receipt of the aggregate amounts payable under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, satisfaction of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; andaggregate exercise monies due, if relevant, and (ii) a Power amounts due in respect of Attorney authorising a person or persons Tax (including employee and employer’s National Insurance contributions and PAYE contributions) pursuant to sign this Agreement the undertakings and authorisations provided by the Optionholders in the Exercise Forms and such Optionholders agree that the amount so payable in respect of any Optionholder shall be deducted from the cash amount otherwise payable to that Optionholder for his/her Option Shares and the Assignment Documents on behalf Buyer agrees to procure that the Company shall pay to the relevant Taxation Authority such amounts due in respect of Tax; (iii) (or cause the Company to pay) to the Seller's Solicitors the sum of £1,458,130 in respect of the Seller; Management Incentive Bonus, constituted by the anticipated principal amount of £1,281,310 and perform such other actions and execute such other documents as the Purchaser may reasonably require£176,820 in respect of National Insurance contributions anticipated to be payable thereon, to transfer be held subject to and in accordance with Clause 8.10; (iv) the Interests Escrow Cash Amount into the Escrow Account; (v) (or cause the Company to pay) the WC Initial Payments to the PurchaserSellers and Other Sellers in the amounts set against their names in column 9 of Schedule 1 by way of transfer of funds to the Sellers’ Solicitor’s Account, receipt of which shall be an effective discharge of the Buyer’s obligation to pay the WC Initial Payments; (b) deliver the Escrow Agreement, duly executed by the Buyer; (c) issue such number of Initial Buyer Shares to each Seller and Other Seller as shown against his or her name in Parts A and B of column 4 of Schedule 1, with such legends as appropriate. It is Buyer’s current policy not to issue stock certificates representing shares of its capital stock, and all new issuances of capital stock are reflected on Buyer’s books and records in book entry only, with appropriate notations reflecting the applicable legends; and (d) issue the Escrow Stock to US Bank National Association as escrow agent. 4.2.3 Title 5.2 The performance by the Sellers of their respective obligations under Clause 5.1 shall be a condition precedent to the Interests performance by the Buyer of its obligations under Clause 5.1 such that, if the Sellers or any of them shall pass from fail or shall be unable to perform any of their obligations under Clause 5.1, the Seller Buyer shall either: 5.2.1 defer Completion to a later date to be agreed; 5.2.2 elect to proceed to Completion; or 5.2.3 if failure to perform would materially adversely affect the Purchaser upon Completionvalue of the Shares, Other Shares and Outstanding Shares due to be acquired by the Buyer at its option (and without prejudice to any other remedies or rights which it may have against the Sellers or any of them in respect of such non-performance) cease to be liable to perform its obligations under Clause 5.1.

Completion. 4.1 5.1 Completion under this Agreement in respect of the sale and purchase of the Sale Shares shall take place on the Completion Date, at such place and in such manner as the offices Parties may agree, whereupon the Sellers and the Buyer shall perform their respective obligations set out in Clauses 5.2 to 5.4. 5.2 At Completion, each of the Seller at a time agreed by Sellers shall: 5.2.1 deliver to or to the Parties. 4.2 On the Completion Date all but not part order of the following business shall be transacted:Buyer sold note(s) duly executed by each Seller in respect of the Sale Shares as held by such ▇▇▇▇▇▇ completed in favour of the Buyer (or as it may direct); 4.2.1 The Purchaser shall: pay 5.2.2 give an irrevocable delivery instruction to its CCASS Participant to effect a “delivery versus payment” book-entry settlement and delivery of the Seller, or pay Sale Shares in accordance with a direction from an Affiliate this Agreement and the General Rules and the Operational Procedures of CCASS to an Affiliate, the Consideration as increased or decreased credit of the stock account of the CCASS Participant of the Buyer in accordance with the details provided to the Sellers by the Working Capital Adjustment; Buyer; 5.2.3 deliver to the Buyer a stock transfer form (in the prescribed form by its CCASS Participant) duly executed by each Seller in respect of the Sale Shares as held by such Seller (the “Prescribed Transfer Form”) for the Buyer to countersign, and shall then deliver the executed and countersigned Prescribed Transfer Form to its CCASS Participant; and 5.2.4 (in the case of Seller B) deliver to the extent not already delivered prior to Completion) Buyer a copy of the releases, consents, approvals, confirmations resolutions or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Purchaser; deliver to the Seller (to the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Purchaser, of (i) a resolution minutes of the board of directors of Seller B (in such form and substance to the Purchaser satisfaction of the Buyer), approving and authorising the transfer relating to the Seller B Shares, execution and delivery of, and the performance by Seller B of its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign obligations under this Agreement and the Assignment Documents on behalf documents listed under Clauses 4.1 and 5.2, with specimen signature of the Purchaser; execute and deliver those of director(s) who shall be the Assignment Documents signatories to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to it. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf documents listed under Clauses 4.1 and 5.2, and certified by a director of Seller B or by a Hong Kong qualified solicitor as being true and complete. 5.3 Subject to the Buyer’s discretionary decision, the Completion of sale and purchase of the Seller; Seller A Shares and perform such other actions the Seller B Shares shall be mutually conditional and execute such other happen simultaneously. 5.4 At Completion, subject to compliance with Clause 5.2 by the Sellers and the receipt of duly signed documents as set forth in Clause 5.2, the Purchaser may reasonably requireBuyer shall: 5.4.1 instruct its CCASS Participant to pay the Consideration in such manner as set out in Clause 3, to transfer the Interests and deliver to the Purchaserrespective Seller the written evidence of the Buyer’s irrevocable instructions to its CCASS Participant to effect the payment of the Consideration on a “delivery versus payment” basis on CCASS, and such evidence shall constitute good and full discharge of the Buyer's obligations in respect of the payment of the Consideration; and 5.4.2 deliver to each of the Sellers a copy of the bought note(s) in respect of the relevant Sale Shares duly executed by the Buyer. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

Completion. 4.1 5.1 Completion under this Agreement shall take place at the offices within ten (10) Business Days after all of the Seller conditions referred to in Clause 2.2 have been satisfied, at a such location and at such time agreed by as the PartiesParties may agree. 4.2 5.2 On the Completion Date all all, but not part only, of the following business shall be transacted: 4.2.1 5.2.1 The Purchaser shall: pay to the Seller, or pay in accordance with a direction from an Affiliate to an Affiliate, the Consideration as increased or decreased by the Working Capital Adjustment; Seller shall deliver to the Seller Buyer (to the extent not already delivered prior to Completion) Completion and/or already in the possession of the Buyer): 5.2.1.1 the Assignment Documents duly and validly executed by all the signatory parties thereto other than the Buyer; 5.2.1.2 a copy of the releases, Secretary’s Consents and all other relevant consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Purchaser; deliver to the Seller (to the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Purchaser, of (i) a resolution of the board of directors of the Purchaser authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Purchaser; execute and deliver those of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to it. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations approvals or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; ; 5.2.1.3 a copy, certified as a true copy and in full force and effect by a director or the legal manager secretary of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign execute this Agreement and the Assignment Documents on behalf of the Seller; and 5.2.1.4 written confirmation in terms satisfactory to the Buyer that the Seller has notified to the relevant insurers the interest of the Buyer in all property, assets and perform such rights associated with the Option Interests and the Licensed Interest Documents. 5.2.2 The Buyer shall: 5.2.2.1 pay to the Seller the sums specified in the Interim Completion Statement, subject to Clause 3.11, by means of telegraphic transfer in immediately available funds to the Seller’s Account for value in Sterling on the Completion Date; 5.2.2.2 deliver to the Seller the Assignment Documents duly and validly executed by the Buyer; 5.2.2.3 deliver to the Seller a copy of all relevant consents, approvals, or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Buyer; and 5.2.2.4 deliver to the Seller a copy, certified as a true copy and in full force and effect by a director or the secretary of the Buyer, of a resolution of the board of directors of the Buyer authorising a person or persons to execute this Agreement and the Assignment Documents on behalf of the Buyer; and the Parties acknowledge and agree that all acts and transactions constituting Completion shall be regarded as a single transaction so that, at the option of the Party who is interested in the carrying out of the relevant act or transaction, no action or transaction shall be deemed to have taken place unless and until all other actions and transactions constituting Completion shall have taken place as provided in this Agreement. The Parties acknowledge the essential nature of this provision. 5.3 Each of the Parties shall and, if appropriate, shall ensure that its respective Affiliates shall execute such other documents and do all such other acts and things as the Purchaser may reasonably requirebe required, in order to effect the transfer of the Option Interests to the PurchaserBuyer and to implement the transactions contemplated hereunder and otherwise to carry out the true intent of this Agreement. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

Completion. 4.1 Completion under 7.1 Upon completion of the exploration program as required in Section 2.1, the Vendor will forthwith, and within 30 days, transfer 50% title to the Property to the Purchaser, free clear of any liens, charges or encumbrances. 7.2 At the closing the Vendor will deliver, or cause to be delivered: (a) Certified copies of such resolutions of the shareholders and or directors or the Vendor as are required to be passed to authorize the execution delivery and implementation of this Agreement shall take place at the offices and of the Seller at a time agreed all documents to be delivered by the Parties.Vendor pursuant thereto; 4.2 On the Completion Date all but not part (b) All deeds of the following business shall be transacted: 4.2.1 The Purchaser shall: pay conveyance, bills of sale, transfers and assignments in form and content satisfactory to the SellerPurchaser's counsel, or pay in accordance with appropriate to effectively vest a direction from an Affiliate to an Affiliate, the Consideration as increased or decreased by the Working Capital Adjustment; deliver good and marketable title to the Seller (Property in the Purchaser to the extent not already delivered prior to Completion) a copy of the releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Purchaser; deliver to the Seller (to the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Purchaser, of (i) a resolution of the board of directors of the Purchaser authorising its entry into the transactions contemplated by this Agreement, and immediately registerable in all places where registration of such instruments is required; and (c) Duly executed releases of, if relevant, (ii) a Power of Attorney authorising a person or persons evidence to sign this Agreement and the Assignment Documents on behalf reasonable satisfaction of the Purchaser; execute Purchaser as to the discharge of any and deliver those all liabilities which the Purchaser has not agreed to assume and which may be enforceable against any of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to itProperty being purchased hereunder. 4.2.2 7.3 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), Vendor will deliver to the Purchaser (an opinion from its legal counsel dated to the time of transfer, that the Purchaser has acquired good and marketable title to the Property to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and . 7.4 Upon the Assignment Documents on behalf completion of the Seller; exploration and perform such other actions bulk sample program, the Vendor and execute such other documents Purchaser hereby agree to enter into a Joint Venture Agreement, on standard industry terms. 7.5 The eventual Joint Venture Agreement will: (a) appoint the Vendor as the Purchaser may reasonably requireOperator so long as the Vendor maintains a 50% interest; (b) the Operator will charge a budgetary 10% Management Fee, will propose annual budgets that must be mutually agreeable to transfer both Parties, or referred to a Budget Committee comprised of one nominee of each Party hereto, plus one nominee that is mutually appointed; (c) once approved the Interests annual budget must be mutually funded within 60 days; (d) will contain a dilution clause whereby failure by either party to the Purchaserfund their pro-rata portion of annual budgeted expenditures will result in dilution of that party's interest on a straight line formula using $500,000 as a 50% basis, down to a minimum of a 1% industry standard Net Smelter Royalty Interest. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

Completion. 4.1 Completion under (a) Subject to the terms and conditions of this Agreement shall Agreement, the signing of the Notarized SPA with respect to the Participatory Interest (the "Completion") will take place at the offices of the Seller at a time location to be agreed by the Parties.Parties and on such date as the Parties may mutually determine (the "Completion Date"). No Party shall be required to proceed to Completion unless: 4.2 On (i) the Completion Date all but not part Notarized SPA covers the purchase of the following business shall be transacted: 4.2.1 The Purchaser shall: pay to the Seller, or pay entire Participatory Interest simultaneously in accordance with a direction from an Affiliate to an Affiliate, the Consideration as increased or decreased by terms and conditions set forth in this Agreement; (ii) all Transaction Documents (including Non-Assert Covenant in the Working Capital Adjustment; deliver form of Exhibit D to the Seller (Manufacturing License Agreement) are executed by all parties thereto at or prior to the extent Completion, and (iii) the Long Stop Date has not already delivered prior yet occurred. (b) The Purchasers shall not be required to Completion) a copy of the releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Purchaser; deliver to the Seller (to the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Purchaser, of proceed with Completion unless: (i) a resolution of the board of directors of Equipment Contribution and the Purchaser authorising its entry into Intellectual Property Contribution are completed and the transactions contemplated by this Agreement; andPurchasers receive appropriate evidence thereof, if relevant, in form and substance satisfactory to the Purchasers; (ii) a Power the FAS Consent is received by Purchaser 1; (iii) EGRUL does not contain any entry on the incorrectness of Attorney authorising a person or persons information contained therein with regard to sign this Agreement and the Assignment Documents on behalf Company; (iv) there are no circumstances that are reasonably likely to result, under Applicable Law, in the Russian Tax authorities refusing to register the transfer of ownership of the PurchaserParticipation Interest to the Purchasers pursuant to the Notarized SPA; execute and deliver those of and (v) no Material Adverse Effect occurs with respect to the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents as may Company. (c) The Seller shall not be required to transfer proceed with Completion unless the Interests to it. 4.2.2 The Seller shall, after confirmation of receipt receives evidence of the amounts payable under Clause 4.2.1(a), deliver payment by Purchaser 1 of the Purchase Price – Cash Portion to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the PurchaserEscrow Account. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

Completion. 4.1 4.01 Completion under this Agreement shall take place at the offices of the Seller at on a time agreed date to be determined by the PartiesPurchaser and at such place as determined by the Purchaser. 4.2 On the Completion Date all but not part of 4.02 At Completion, the following business shall be transacted: 4.2.1 The Purchaser shall: pay (a) the Vendors shall deliver or shall procure the delivery of the following to the Seller, or pay in accordance with a direction from an Affiliate to an Affiliate, the Consideration as increased or decreased by the Working Capital Adjustment; deliver to the Seller (to the extent not already delivered prior to Completion) a copy of the releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Purchaser; deliver to the Seller (to the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Purchaser, of : (i) a resolution duly executed transfers of the board of directors Sale Shares by the registered holders thereof in favour of the Purchaser authorising its entry into or such other person(s) as it may nominate together with the transactions contemplated by this Agreement; and, if relevant, relevant share certificates; (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Purchaser; execute and deliver those of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents as may be reasonably required to give good title to the Sale Shares free from all claims, liens, charges, equities and encumbrances and third party rights of any kind and to enable the Purchaser (or as it may nominate) to become the registered holder thereof; and (iii) powers of attorney, if necessary, in approved terms under which any of the documents referred to in this Clause 4.02 (a) is executed; (b) the Purchaser shall: (i) present the instruments of transfer together with share certificates in respect of the Interests Sale Shares to itthe Companies for registration; (ii) approve the issue and allotment of the Consideration Shares to Sino in accordance with Clause 3; (iii) pay the Cash Balance in accordance with the provisions contained herein; and (iv) grant the Warrant in favour of Sino on terms as agreed between the Purchaser and Sino. 4.2.2 The Seller (c) Sino shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), : (i) deliver to the Purchaser (to the extent not already delivered prior to Completion): due diligence documents as set out in the Assignment Documents duly executed by Schedule hereto and all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as may be required for the issuance and registration of the Consideration Shares in the name of Sino; 4.03 The Purchaser shall not be obliged to complete this Agreement unless the Vendors comply fully with the requirements of Clause 4.02(a). 4.04 If the obligations of the Vendors under Clause 4.02(a) are not complied with on the Completion Date the Purchaser may: (a) defer Completion (so that the provisions of this Clause 4 shall apply to Completion as so deferred); or (b) proceed to Completion as far as practicable (without limiting its rights and remedies under this Agreement); or (c) treat this Agreement as terminated for breach of a condition, without prejudice to any rights and remedies it may reasonably require, to transfer the Interests to the Purchaserhave in respect hereof. 4.2.3 Title 4.05 The Vendors jointly and severally undertake to the Interests shall pass from the Seller to indemnify the Purchaser upon Completionagainst any loss, expenses or damages which it may suffer as a result of any document delivered to it pursuant to this clause being unauthorised, invalid or for any other reason ineffective for its purpose.

Completion. 4.1 5.1 Completion shall take place on the Target Completion Date at or before 4:00 p.m. (Hong Kong Time) (or such date, time or place as agreed in writing by the Parties), when the following business will be simultaneously transacted: 5.1.1 At Completion, the Vendor shall deliver or cause to be delivered to the Purchaser: (a) a completion confirmation letter to be executed by the Vendor, in the form set out in Schedule 5. 5.1.2 At Completion, the Purchaser shall deliver or cause to be delivered to the Vendor: (a) a completion confirmation letter to be executed by the Purchaser, in the form set out in Schedule 5. 5.1.3 If any of the provisions of this Clause 5 (Completion) are not fully complied with or on the Target Completion Date, notwithstanding any other provision in this Agreement, the Vendor and the Purchaser shall not be obliged to complete the sale and purchase of the Sale Shares and may, in its absolute discretion, by written notice to the other Party before or on the Target Completion Date be entitled (in addition to and without prejudice to all other rights or Completion, the Purchaser shall deliver to the Vendor an original of the signed resolutions of the remedies available to the such Party including the right to claim damages) to: (a) without prejudice to such Party’s rights under this Agreement (including the Representation and Warranties), effect Completion so far as practicable having regard to any defaults which may have occurred; (b) defer Completion to a date not more than thirty (30) days after the Target Completion Date, in which case the foregoing provisions of this Clause 5.1.3 shall take place at the offices of the Seller at a time agreed by the Parties.apply to Completion as so deferred; or 4.2 On the Completion Date all but not part of the following business shall be transacted: 4.2.1 The Purchaser shall: pay to the Seller, or pay in accordance with a direction from an Affiliate to an Affiliate, the Consideration as increased or decreased by the Working Capital Adjustment; deliver to the Seller (to the extent not already delivered prior to Completionc) a copy of the releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Purchaser; deliver to the Seller (to the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Purchaser, of (i) a resolution of the board of directors of the Purchaser authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign terminate this Agreement and the Assignment Documents on behalf of the Purchaser; execute and deliver those of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to it. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy Surviving Provisions) and, save and except an obligation by the Vendor to refund the Cash Consideration, no party shall have any claim of any nature whatsoever against any other releases, consents, approvals, confirmations or waivers, if any, referred to party under this agreement (save in Clause 2.2 respect of any rights and obtained by or on behalf liabilities of the Seller; a copy, certified as a true copy and parties which have accrued before termination or in full force and effect by a director or the legal manager relation to any of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the PurchaserSurviving Provisions). 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

Completion. 4.1 Upon fulfilment of all the Conditions Precedent to the satisfaction of the Purchaser or if specifically waived in writing by the Purchaser, the Parties shall proceed to complete the sale of the Shares to the Purchaser (‘Completion’) in the manner provided in this Clause. Such Completion under this Agreement shall take place on a date set by the Purchaser (the ‘Completion Date’), which date shall not be later than 15 days from the fulfilment of all the Conditions Precedent to the satisfaction of the Purchaser. Such Completion Date shall however in no event be later than January 31, 2008 unless extended upon mutual agreement between the Parties. 4.2 The Completion shall take place at the offices of the Seller at a time Economic Laws Practice, ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ – 400021 or such other place as may be mutually agreed upon by the Parties. 4.2 4.3 On the Completion Date, the Seller shall deliver or cause to be delivered to the Purchaser: a) written confirmation from the Seller that as at the Completion Date the Representations and Warranties are true, accurate and complete and that it is not aware of any matter or thing which is in breach of or inconsistent with any of the Representations and Warranties; b) duly signed share transfer forms and the original share certificates respecting the Shares. 4.4 On the Completion Date, a meeting of the Board shall be held at which, the Board shall pass resolutions approving the transfer of the Shares held by the Seller to the Purchaser, endorse share certificates in the name of the Purchaser and deliver the share certificates to the Purchaser and record such transfer in the register of members maintained by the Company and incorporate the name of the Purchaser as the legal and beneficial owner of the Shares in the register of members of the Company. 4.5 On the Completion Date all but not part of the following business Purchaser shall be transacted: 4.2.1 The Purchaser shall: pay to the Seller, or pay in accordance with a direction from an Affiliate Seller the Purchase Price by way of telegraphic transfer. 4.6 The Parties to an Affiliate, the Consideration as increased or decreased by the Working Capital Adjustment; deliver to the Seller (to the extent not already delivered prior to Completion) a copy of the releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Purchaser; deliver to the Seller (to the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Purchaser, of (i) a resolution of the board of directors of the Purchaser authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Purchaser; execute and deliver those of the Assignment Documents agree to which it is a signatory; and perform such other actions and execute such other documents as take all measures that may be required to transfer the Interests to it. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser (ensure to the extent not already delivered prior to Completion): the Assignment Documents duly executed by possible, that all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to events contemplated in Clause 2.2 and obtained by or 4 above on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or Completion Date are completed on the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the Purchasersame day1. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

Completion. 4.1 6.1 Completion under of this Agreement shall take place at remotely on the offices of the Seller at a time Completion Date, or as otherwise agreed upon by the Parties. 4.2 6.2 On the Completion Date Date, the Parties shall sign, acknowledge and submit all but not part documents which are reasonably required to implement the Transaction in accordance with the provisions of this Agreement. In addition, on Completion, Videology Imaging Corporation and Videology Imaging Solutions, Inc., Affiliates of the Purchaser and the Seller, respectively, shall, and shall procure that the Escrow Agent shall, sign and execute the Escrow Agreement. 6.3 The Seller shall transfer title to the Business to the Purchaser on the Completion Date in the following business manner: 6.3.1 the Furniture and Equipment and the Stock shall be transacted:transferred to the Purchaser (i) by enabling the Purchaser to exercise control over the assets mentioned, (ii) through transfer of ownership as referred to in section 3:115 Dutch Civil Code (Burgerlijk Wetboek) (‘DCC’), or (iii) through transfer of proof of ownership of the movable assets concerned to the Purchaser. In the event that the movable assets as referred to in this Clause are in the custody of a third party, these shall be transferred to the Purchaser on the Completion Date by means of a notification from the Seller - also on behalf of the Purchaser - to the third party instructing the third party to hold the movable assets on behalf of the Purchaser as from the Completion Date; 4.2.1 The 6.3.2 the Accounts Receivable and the Licences shall be transferred to the Purchaser shall: pay by the Parties signing the Deed of Assignment, in the form attached as Schedule 3 and by notifying the relevant third parties of the transfer in the form of the letter attached as Schedule 4; 6.3.3 the Intellectual Property Rights shall be transferred to the Purchaser by the Parties signing the Deed of Transfer of Intellectual Property Rights, in the form attached as Schedule 5 and the Purchaser shall register the transfer in the appropriate registers; 6.3.4 the Purchaser shall take over the Contracts and Agreements and the Liabilities by the Parties signing the Deed of Contract Takeover, in the form attached as Schedule 6, and Seller having delivered copies of the notification of the transfer to the Seller’s counterparties in the form of the letter attached as Schedule 4; 6.3.5 the Purchaser takes over the rights and obligations of the pension policies that the Seller has taken out with the pension insurer by the Parties signing the Deed of Transfer of Pension Agreements, or pay in accordance with a direction from an Affiliate to an Affiliatethe form attached as Schedule 7, the Consideration as increased or decreased by the Working Capital Adjustment; deliver to the Seller (to the extent not already having delivered prior to Completion) a copy of the releasesletter notifying of the takeover to the pension insurer in the form of the letter attached as Schedule 4 and the pension insurer’s explicit cooperation to the take over being evidenced by the signature of the pension insurer of the statement included in Schedule 7. 6.4 With regard to Clause 6.3.1, consentsthe Seller undertakes to hand all documents to the Purchaser and to do all other things required to enable the Purchaser to arrange for transfer of the registration of the vehicles, approvalsas part of the Furniture and Equipment, confirmations in the name of the Purchaser on the Completion Date. After the transfer of the registration, the Purchaser shall provide the Seller with the certificates of indemnification issued in this regard. 6.5 With regard to Clause 6.3.4 above, the Seller shall as soon as possible inform the counterparties to the Contracts and Agreements of the transfer of the Contracts and Agreements to the Purchaser. In the event that a party to a Contract or waiversAgreement fails to approve or cooperate with the transfer, if anythe Parties shall enter into an arrangement, satisfactory to the Purchaser by virtue of which the Purchaser can nevertheless obtain the rights and obligations and the economic advantages and disadvantages under the Contract or Agreement concerned and in which the Purchaser shall be entitled to exercise the rights and fulfil the obligations that result from the Contracts or Agreements concerned on behalf of the Seller. 6.6 The Parties acknowledge and confirm that the Seller shall keep the Assets – other than those that cannot be transferred to the Purchaser on or before the Completion Date for whatever reason – at the risk and account of the Purchaser as of the Completion Date and shall transfer these Assets to the Purchaser at the Purchaser’s first request as soon as such a transfer can be made or is possible. 6.7 The Parties shall perform all acts required to enable the Purchaser to conduct the Business as a 'going concern' as of the Completion Date. Prior to, but no later than on the Completion Date, the Seller shall have performed all acts and signed all documents that are required to transfer the Business to the Purchaser on the Completion Date free of any and all Encumbrances. The Seller further undertakes to do everything that is reasonably required in connection with fulfilling the Seller’s obligations as set out in Clause 6.3. To the extent required, the Seller hereby grants the Purchaser an irrevocable power of attorney to perform the acts concerned in the Seller’s name. 6.8 If and to the extent that any Assets are delivered to the Purchaser subject to a retention of title, the Seller hereby transfers all its claims, including any future rights in respect of the Assets to the Purchaser as of the Completion Date. The Purchaser shall acquire full title to the Assets concerned as soon as conditions for lifting the retention of title are satisfied. The Seller shall use ensure that such conditions are fulfilled as soon as possible following the Completion Date. This arrangement is without prejudice to the rights of the Purchaser in respect of any claim for a Breach of Warranty. 6.9 To the extent that the cooperation of third parties is required for the envisaged transfer of rights and obligations under this Agreement or this transfer is otherwise subject to requirements that have not been or cannot be fulfilled and as a result of which no valid transfer occurs, transfer of beneficial ownership shall be deemed to have taken place as of the Completion Date. Transfer of beneficial ownership means that all income and expenses related to or resulting from the relevant rights and obligations shall be for the Purchaser’s risk and account. 6.10 In the event that the rights and obligations referred to in Clause 2.2 6.9 result from any of the Contracts and obtained by Agreements, the Seller shall exclusively exercise the rights and obligations under the Contract or Agreement concerned for and on behalf of the Purchaser; deliver . In addition, the Seller shall ensure that any performance received under a Contract or Agreement shall exclusively and immediately accrue to the Purchaser. The Seller (hereby instructs the Purchaser to perform all work regarding the Contract or Agreement concerned and – to the extent not already delivered prior possible – grants the Purchaser an irrevocable power of attorney to Completion) a copy, certified act on the Seller’s behalf as a true copy and the party to the contract. The Purchaser indemnifies the Seller in full force and effect by a director or the legal manager respect of the Purchaser, of (i) a resolution fulfilment after the Completion Date of the board of directors Contracts and Agreements for which the contract takeover has not yet occurred as of the Purchaser authorising its entry into Completion Date. The Parties undertake towards one another to do everything that may reasonably be necessary or useful for the transactions contemplated by this Agreement; and, if relevant, (ii) a Power performance of Attorney authorising a person any such Contract or persons to sign this Agreement and the Assignment Documents on behalf of at the Purchaser; execute ’s risk and deliver those of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to itaccount. 4.2.2 The Seller shall6.11 All costs regarding the transfer, after confirmation of receipt of assignment, assumption and/or takeover (as the amounts payable under Clause 4.2.1(a), deliver case may be) relating to the Purchaser (Assets are for everyone’s own account and all Taxes related thereto shall be born by the Party incurring such Tax obligation. The closing commission due to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of OEM Capital Corp is at the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the Purchaser’s expense. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

Completion. 4.1 Completion under this Agreement 5.1 The sale and purchase of the Shares shall take place be completed at the offices of the Seller Seller’s Solicitors on the tenth Business Day after the day on which all the Conditions have been satisfied or waived or at a time agreed by such other place or time, or on such other date, as the Partiesparties may agree. 4.2 On 5.2 The Seller shall on Completion do, or procure to be done, the Completion Date all but things specified in paragraphs 1 and 2 of Schedule 3 (insofar as they shall not part have already been done). 5.3 Immediately following the fulfillment of the following business Conditions under clause 5.2, the Buyer shall be transacted: 4.2.1 The Purchaser shall: on Completion (i) pay to the SellerConsideration, or pay the Inter-Company Payables Balance (if applicable) and the GmbH Debt in accordance with a direction from an Affiliate the terms of (A) the Seller’s written instructions notified to an Affiliate, the Consideration as increased or decreased Buyer at least three Business Days prior to Completion (the “Seller Payment Instructions”) and (B) the payoff letter with respect to the GmbH Debt delivered by the Working Capital Adjustment; deliver Seller to the Seller (to the extent not already delivered Buyer at least three Business Days prior to Completion) a copy , which shall also provide that upon repayment of the releasesGmbH Debt, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of all the Purchaser; deliver to Security Interests associated with the Seller GmbH Debt shall be released (to the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Purchaser, of (i) a resolution of the board of directors of the Purchaser authorising its entry into the transactions contemplated by this Agreement; and, if relevant“GmbH Debt Payoff Letter”), (ii) a Power of Attorney authorising a person or persons to sign this Agreement and deposit the Assignment Documents on behalf amount of the Purchaser; execute Transaction Bonus Payments with the Target Group’s payroll administrator, and deliver those as soon as practicable (but no later than three (3) Business Days) after Completion, cause the Transaction Bonus Payments to be paid in accordance with the Target Group’s normal payroll practices (net of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents as may be any required to transfer the Interests to it. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(awithholding), deliver and (iii) do, or procure to be done, the Purchaser things specified in paragraph 3 of Schedule 3 (to the extent insofar as they shall not have already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the Purchaserbeen done). 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

Completion. 4.1 (1) Completion under this Agreement shall take place at the offices of the Seller Vendor's Solicitors at a time agreed by the Parties. 4.2 On the Completion Date all but not part of the following business shall be transacted: 4.2.1 The Purchaser shall: pay to the Seller, 11 am on 24 April 1998 (or pay in accordance with a direction from an Affiliate to an Affiliate, the Consideration as increased or decreased by the Working Capital Adjustment; deliver to the Seller (to the extent not already delivered prior to Completion) a copy of the releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Purchaser; deliver to the Seller (to the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Purchaser, of (i) a resolution of the board of directors of the Purchaser authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Purchaser; execute and deliver those of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents time as may be required to transfer agreed in writing between the Interests to itparties) when the events set out in the following provisions of this Clause 11 shall take place. 4.2.2 (2) The Seller shall, after confirmation Vendor shall effect delivery to the Purchaser on the Effective Time of receipt those Sale Assets capable of being transferred by delivery and of the amounts payable under Clause 4.2.1(a)Third Party Tooling, which delivery shall be deemed to take place at the premises where they are being used or stored. (3) The Vendor shall:- (a) with effect from the Effective Time convey assign or otherwise vest in the Purchaser benefit and title to such of the Sale Assets as are not capable of being transferred by delivery and deliver to the Purchaser (possession of and title to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 Sale Assets transferable by delivery; (b) procure that CAL shall enter into and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the Purchaser. 4.2.3 Title to the Interests shall pass from the Seller deliver to the Purchaser upon Completionthe Property Transfer and deliver to the Purchaser all documents and/or deeds of title relating to the Sale Assets in the Vendor's possession, provided that any such documents and/or deeds of title as are situated at the Properties shall be delivered to the Purchaser where they are situated. (4) The Vendor shall procure that ▇▇▇▇▇▇▇▇▇ shall and the Purchaser shall enter into the Site 2 Lease and the Site 3 Lease. (5) The Purchaser shall:- (a) pay the Initial Payment to the Vendor by telegraphic transfer to the Vendor's bank account at Barclays Bank plc, ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, sort code 20-00-00T, Account number 8031 2339; and (b) deliver to the Vendor duly executed guarantee and/or other financial bond or instrument required pursuant to Clause 6(5).

Completion. 4.1 Completion 3.1 Immediately after signing this Agreement, the Parties shall, so far as they are each able, take or procure the following steps in the following order: 3.1.1 the allotment to the Shareholders of: 3.1.1.1 1090 ‘A’ Shares to CMT, in addition to the 10 subscriber’s shares already held by it; 3.1.1.2 900 ‘B’ Shares to the Private Shareholders in the following proportions: to CKW - 711 ‘B’ Shares to DA - 189 ‘B’ Shares in each case on payment at par of the relevant subscription moneys; 3.1.2 the appointment of CKW to the Board, in addition to ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ (already appointed as nominee of CMT); 3.1.3 the signing by the Company and CKW of the Service Contract; 3.1.4 the appointment of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as Company Secretary; 3.2 Each of the Parties hereby waives any rights of pre-emption or similar in relation to the Shares that may exist under the Articles or otherwise and by signing this Agreement the Parties confirm their acceptance of the allotment of Shares anticipated by Clause 3. 3.3 The Parties agree that further ‘B’ Shares may be issued from time to time to any person whose role (whether as employee, consultant or otherwise) in the unanimous opinion of the Directors may reasonably be regarded as important in the Company’s business or as part of an employee share option scheme provided always:- 3.3.1 that no more than 105 ‘B’ Shares in aggregate may be issued pursuant to this Clause without an 80% majority of the Shareholders; and 3.3.2 that all such ‘B’ Shares shall take place only be issued and allotted on terms accepted in writing by the allottee (a) that he enters into a deed of adherence agreeing to be bound by the terms of this Agreement and (b) that, in the case of an employee or consultant working for the Company if he ceases at any time to be remunerated by the Company (otherwise than in the case of long-term illness or, with prior Board approval, if taking sabbatical leave, when this provision shall not apply) then all Shares held by that allottee shall be offered back to the Company or to the other Shareholders (as the Board shall determine), in the case of anyone whose employment is lawfully terminated by the Company on the ground of misconduct at the offices lower of par and the Seller at a time agreed price certified by the Parties. 4.2 On the Completion Date all but not part of the following business shall be transacted: 4.2.1 The Purchaser shall: pay to the Seller, or pay Accountant in accordance with a direction from an Affiliate to an Affiliatethe provisions of clause 15 or, in any other case, at the Consideration as increased or decreased said price certified by the Working Capital Adjustment; deliver to the Seller (to the extent not already delivered prior to Completion) a copy of the releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Purchaser; deliver to the Seller (to the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Purchaser, of (i) a resolution of the board of directors of the Purchaser authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Purchaser; execute and deliver those of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to itAccountant. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the Purchaser. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

Completion. 4.1 Completion under this Agreement of the sale and purchase of the Vessel shall take place at the offices of the Seller at a time agreed by the Parties. 4.2 On on the Completion Date all but not part of at the following business shall be transacted:Completion Venue when:- 4.2.1 The Purchaser shall: pay to (a) the Seller, or pay in accordance with a direction from an Affiliate to an Affiliate, the Consideration as increased or decreased by the Working Capital Adjustment; Buyer shall:- (i) deliver to the Seller (to the extent not already delivered prior to Completion) a copy of the releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Purchaser; deliver to the Seller (to the extent not already delivered prior to Completion) a copy, certified as a true and up to date copy and in full force and effect by a director or the legal manager an officer of the PurchaserBuyer, of (i) a resolution of the board Board of directors Directors of the Purchaser Buyer evidencing approval of this Agreement and all obligations of the Buyer hereunder, authorising its entry into the transactions contemplated by appropriate representive to execute and deliver this Agreement; and, if relevantthe Mortgages, the Deeds of Covenant, the Completion Documents and such other documentation as shall be necessary in connection with the transaction contemplated hereby and to give all notices and take all other action on behalf of the Buyer under or for the purposes of this Agreement; (ii) deliver to the Seller the Deeds of Covenant, duly and validly executed; (iii) deliver to the Seller the Mortgages duly and validly executed; (iv) deliver to the Seller the Parent Company Guarantees and Opinion Letters, duly and validly executed; (v) pay that part of the Consideration payable to the Seller terms of Clause 3. 1.1 in accordance with Clause 4.4; (b) the Seller shall:- (i) deliver to the Buyer a certificate signed by the Company Secretary of the Buyer that the transaction contemplated in terms of this Agreement has been duly authorised; (ii) deliver to the Buyer the Bill of Sale duly and validly ▇▇▇▇uted; (iii) table the Completion Documents duly and validly executed by all parties thereto other than the Parties; (iv) deliver interim confirmation of class in relation to the Vessel issued within seventy two (72) hours prior to Delivery; (v) deliver the current certificate of British Registry of the vessel; (vi) deliver the Vessel to the Buyer, (vii) deliver to the Buyer a Power of Attorney authorising a person or persons granted by the Seller in favour of certain of its employees in relation to sign the execution of this Agreement and all documentation to be executed by the Assignment Documents on behalf Seller pursuant to the provisions of this Agreement; (viii) deliver to the Purchaser; Buyer the United Kingdom Certificate of Fitness in relation to the Vessel; (ix) deliver to the Buyer the International Oil Pollution Prevention Certificate in relation to the Vessel. (c) the Parties shall:- (i) execute and deliver those of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to it.Completion Documents; 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power execute and deliver the Protocol of Attorney authorising a person or persons to sign this Agreement Delivery and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the PurchaserAcceptance. 4.2.3 Title 4.2 Delivery shall be deemed to take place at the Interests Time of Delivery and Acceptance and, subject to this Clause 4.2, the Vessel shall pass from be deemed to have been delivered by the Seller to the Purchaser upon Buyer at the location at which she is situate at the Time of Delivery and Acceptance. Delivery of all Equipment forming part of the Vessel and all Owners' Data in each case which is not on board the Vessel shall be made by the Buyer collecting (at the Buyer's cost and risk) the same from the premises at which they are currently held and following Completion the Buyer shall indemnify the Seller against the costs of storage of such items in the period following Completion. 4.3 Immediately following Completion the Buyer shall deliver to the Seller the duly executed Bill of Sale, declaration of eligibility and ▇ cheque for the recording dues of such documents at the Registry of Shipping and Seamen, PO Box 165, Cardiff, CF4 5FU ("the Regis▇▇▇") ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇s the Buyer's agent shall within two (2) Business Days of the Completion Date procure the delivery thereof to the Registry. 4.4 Payment of each instalment of the Consideration shall be properly made and received on the date upon which it becomes payable in terms of Clause 3.1 or 3.2 on or before 1 pm London Time in US Dollars for same day value to the Seller's Account. 4.5 The Parties shall procure that as soon as reasonably practicable following the Time of Delivery and Acceptance the volume of unused fuel and lubricating oil kept in storage tanks and sealed drums on board the Vessel shall be measured and agreed between the Parties. The Buyer shall take over the remaining bunkers and unused lubricating oils in storage tanks and sealed drums at no cost.

Completion. 4.1 Completion under this Agreement 5.1 The Shares shall take place be transferred (geleverd) by the Seller to the Purchaser together with all rights and obligations attached thereto free from all Encumbrances by execution of the Deed of Transfer before the Notary in Amsterdam, the Netherlands, at the offices of ▇▇▇▇▇▇ ▇▇▇▇ LLP, Amstelplein 1 (1096 HA), within ten (10) Business Days after satisfaction of the Condition Precedent, or at such other date agreed between the Parties (the Completion Date). 5.2 At least three (3) Business Days prior to the Completion Date, the Seller at shall inform the Purchaser of the amount of Current Account Debt as per such date. 5.3 At the Completion, subject to all of the terms and conditions of this Agreement, Seller will deliver to the Purchaser: (a) the original shareholders’ register of the Company; (b) a time agreed certified copy of the resolutions of the EGM of Seller authorizing this Agreement and approving the Transaction; (c) copies of the Required Consents as obtained on or prior to Completion Date; and (d) the written resignation of Seller as managing director of the Company in a form satisfactory to the Purchaser, including a waiver by the PartiesSeller of any claims against the Company in its capacity as managing director. 4.2 On 5.4 At the Completion Date Completion, subject to all but not part of the following business shall be transacted:terms and conditions of this Agreement, Purchaser will deliver to Seller. 4.2.1 The Purchaser shall: pay (a) the Closing Cash .and Current Account Debt (if any) by wire transfer of immediately available funds to the Seller, or pay Notary in accordance with a direction from an Affiliate to an Affiliate, the Consideration as increased or decreased by the Working Capital Adjustment; deliver to the Seller clause 5.5; (to the extent not already delivered prior to Completionb) a certified copy of the releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained resolutions adopted by or on behalf of the Purchaser; deliver to the Seller (to the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Purchaser, of (i) a resolution of the board of directors of Purchaser authorizing the execution and performance of this Agreement and approving the Transaction; and (c) immediately after execution of the Deed of Transfer, a shareholders resolution by the Purchaser authorising as sole shareholder of the Company for the dismissal of the Seller as managing director of the Company, including full and final discharge (décharge) to the Seller with respect to the performance of its entry into duties as managing director (statutair directeur) of the transactions contemplated by this Agreement; andCompany, if relevant, and for the appointment of new management. 5.5 No later than one (1) Business Day prior to the Completion Date the Purchaser shall deposit (i) the Closing Cash and (ii) a Power the Current Account Debt, if any, into the third party account (kwaliteitsrekening) of Attorney authorising a person or persons the Notary at ABN AMR() Bank N.V. with account number 575902396 and reference to sign this Agreement Project Uranus and the Assignment Documents Notary shall hold such amount on behalf of the Purchaser; execute and deliver those Purchaser until execution of the Assignment Documents to which it is a signatory; Deed of Transfer as contemplated by clause 5.1 and perform such other actions and execute such other documents as may be required to transfer the Interests to it. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or thereafter on behalf of the Seller; a copy. As soon as possible after execution of the Deed of Transfer and the completion of all of the actions forming part of the Completion, certified as a true copy the Notary shall release the Closing Cash and in full force and effect by a director or the legal manager of Current Account Debt (if any) to the Seller, of (i) a resolution of taking into account the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons amounts to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests be put in escrow in relation to the PurchaserRequired Consents as set out in Schedule 7, in accordance with the Notary Letter. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

Completion. 4.1 7.1 Completion under this Agreement shall take place at the offices of ▇▇▇▇▇ & ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, on the earlier of the third Business Day after the condition set forth in Clause 5.1 (a) has been fulfilled and 19 July 2001, unless otherwise agreed between Seller at a time agreed by and Purchaser in writing and subject to the Partiescondition set forth in Clause 5.1 having been satisfied. 4.2 On 7.2 The Parties shall perform or procure to be performed the following (or to the extent that any of the documents or items referred to below shall have been executed or delivered before Completion, shall be deemed to have been executed or delivered) at Completion Date in the order set out below, it being understood and agreed that the valid execution and delivery of all but not part of the following business shall be transacteda condition for the effectiveness of each of the following: 4.2.1 The (a) Seller shall produce irrevocable declarations, in the form acceptable to Purchaser, from the relevant financial institutions that the Companies are released from all (financial) indebtedness (including interest, accrued interest and penalties), liabilities, guarantees and security rights; (b) Seller shall sign, and Purchaser shall: pay to the Seller, or pay in accordance with a direction from an Affiliate to an Affiliateshall co-sign for agreement and acceptance, the Consideration Disclosure Letter; (c) Parties and the Escrow Agent shall sign the Escrow Agreement; (d) Each of the supervisory directors as increased or decreased by named in Clause 12 shall submit his resignation as supervisory director of the Working Capital Adjustment; Companies through the execution of the Resignation Letters, confirming that he has no claim whatsoever against the Companies; (e) Parties shall sign the Deed of Transfer before the Notary; (f) Seller shall deliver to Purchaser the Seller (to the extent not already delivered prior to Completion) a copy original shareholders' register of the releasesCompany, consents, approvals, confirmations or waivers, if any, referred duly amended to reflect the transfer of the Shares as agreed; (g) Parties shall instruct the Notary to release the Purchase Price and the Escrow Amount in the manner as set forth in Clause 2.2 3.2; (h) Parties shall do all such further acts and obtained by or on behalf of the Purchaser; deliver execute all such further documents as shall be necessary to the Seller (to the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and fully effect by a director or the legal manager of the Purchaser, of (i) a resolution of the board of directors of the Purchaser authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Purchaser; execute and deliver those of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to it. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the Purchaser. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

Completion. 4.1 6.1 Completion under this Agreement shall take place at 2 p.m. on the Completion Date at the offices of the Seller Seller's Solicitors at a time agreed by ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇-▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ (or at such other place(s) as may be provided for in the PartiesCompletion Manual). 4.2 On 6.2 At Completion the Purchaser and the Seller shall do those things listed in Schedule 2. 6.3 Neither the Purchaser nor the Seller shall be obliged to complete this agreement unless the Seller or, as the case may be, the Purchaser complies, or procures compliance, with the obligations relevant to it listed in Schedule 2. 6.4 If the respective obligations of the Seller and the Purchaser under Schedule 2 are not complied with on the Completion Date, the Purchaser or, as the case may be, the Seller may: (A) defer Completion (so that the provisions of this clause 6 shall apply to Completion as so deferred and without limiting its rights under this agreement); or (B) proceed to Completion as far as practicable (without limiting its rights under this agreement); or (C) subject to clause 6.5, treat this agreement as terminated for breach of a condition whereupon and from such date the provisions of this agreement shall cease to have any force or effect, except for those provisions expressly stated to continue without limit in time, and (save in respect of the aforesaid provisions) no party shall have any rights, claims, obligations or liabilities under or in respect of this agreement, save as arise out of any breach of the provisions of this agreement prior to such date (including, in particular, but without prejudice to the generality of the foregoing, the provisions of this clause). 6.5 Neither the Purchaser nor the Seller shall be entitled to treat this agreement as terminated pursuant to clause 6.4(C) unless a grace period of three Business Days from the Completion Date has elapsed without the party in breach of its obligations under Schedule 2 having complied with such obligations, provided however, if Completion is delayed because of the failure of the Purchaser to pay all but not or part of the following business Provisional Consideration as provided in paragraph 5(B) of Schedule 2, interest shall be transacted: 4.2.1 The Purchaser shall: pay to payable at the Seller, or pay in accordance with a direction from an Affiliate to an Affiliate, Default Rate during the Consideration as increased or decreased by the Working Capital Adjustment; deliver to the Seller (to the extent not already delivered prior to Completion) a copy period of the releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or delay on behalf the amount of the Purchaser; deliver to Provisional Consideration. Such interest shall be compounded at the Seller (to end of each month and calculated on the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director or the legal manager basis of the Purchaser, actual number of days elapsed and a year of 360 days (i) a resolution with compounding at the end of the board of directors of the Purchaser authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Purchaser; execute and deliver those of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to iteach calendar month). 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the Purchaser. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.