Common use of Completion Clause in Contracts

Completion. 5.1. Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3, Completion shall take place on the Completion Date. 5.2. The obligations of each of the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. On the Completion 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: (a) the appointment of directors nominated by the Purchaser 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 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 Clause 5.4 above, (i) 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 provisions of 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 appointed on the Board in accordance with Clause 6.2 shall resign with immediate effect.

Completion. 5.1. Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3, 4.1 Completion shall take place on 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 Parties may agree when all (but not some only) of the events described in this Clause 4 shall occur. 5.2. The obligations of each of the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. On the Completion 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 4.2 Company 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: (a) Allot and issue all the appointment of directors nominated by the Purchaser on the Board shall be approvedSubscription Shares credited as fully paid; 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 deliver to the Completion Date as followsSubscriber: (i) By the mutual written consent a certified true copy of the Purchaser resolutions of the Board approving and authorising the execution and completion and performance of the transactions contemplated under this Agreement and the Seller.issue of the Subscription Shares credited as fully paid to the Subscriber; (ii) By a certified true copy of the Seller, upon written notice 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 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 Subscriber 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)Agreement; (iii) By a certified true copy each of the Purchaserresolutions of the Board and Shareholders respectively, upon written notice approving and authorising the issue of [*****] ordinary shares of [*****] each or the Subscription Shares at the Subscription Price, whichever applicable and pursuant to the Seller, if the conditions set out in Clauses 3.2 and 3.3 have not been satisfied (or 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 Subscription 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.herein; (iv) By a duly issued share certificate in the Seller (if the Seller is not in material breach name of the Seller Warranties, covenants or agreements under this Agreement so as to cause any Subscriber in respect 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.Subscription Shares; (v) By the Purchaser (if the Purchaser is not in material breach consents and waivers of the Purchaser Warranties, covenants or agreements under this Agreement so as to cause any Existing Shareholders of the conditions set forth Company of all rights of pre-emption and other rights which they may have 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, respect of the Seller contained issue of the Subscription Shares and other matters contemplated in this Agreement, which violation, breach or inaccuracy would cause any ; (d) enter the name of the conditions set forth Subscriber in Clauses 3.2 and/or 3.3(i) not to be satisfied as the register of members of the Completion DateCompany 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 Subscriber approving and authorising the execution, completion and performance of this Agreement, including but not limited to the grant, execution and performance of the Power of Attorney and such violationmatters contemplated therein. 4.4 Without prejudice to any other remedies available to either party, breach or inaccuracy has if in any respect the provisions of this Clause 4 are not been waived complied with by the Purchaser Company or cured by the Seller within 20 Subscriber, as the case may be, at Completion, the Subscriber or the Company (twentyas the case may be) 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.may: (via) By the Seller or the Purchaser, upon written notice defer Completion 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 Clause 5.4 above, date not later than 31 May 2021 (i) this Agreement shall become void and of no further force and effect; provided, however, so that the provisions of this Clause 5.5 and Clauses 1 4.4. shall apply to Completion as so deferred); or (Definitions and Interpretation), 11 b) proceed to Completion so far as practicable (Announcements and Confidentiality), 12 (Notices), 13 (Governing Law, Disputes and Jurisdiction), 14.1 (Entire without prejudice to its rights under this Agreement), 14.6 ; or (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (Supersessionc) and 14.11 (Expenses) shall survive the termination of rescind this Agreement indefinitely and that nothing herein shall relieve any Party from any liability for fraud or any breach of the provisions of (without prejudice to its accrued rights under 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 appointed on the Board in accordance with Clause 6.2 shall resign with immediate effectAgreement).

Completion. 5.1. Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3Completion Conditions having been satisfied or waived by the [Investors], Completion shall take place on the Completion Date. 5.2Date once the events set out in clause 4.2 have occurred. The obligations of At Completion the following events shall occur: each Investor shall pay the sum set out against its name in column 3 of the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all table in clause 3.1 (being the aggregate subscription price for the [First Tranche Shares] [New Shares] [Note: amend as appropriate]) [less any fees and disbursements referred to in clause 17.1] by electronic funds transfer to the bank account of the obligations specified [Company] [Company’s Solicitors] [Note: amend as appropriate] as set out below and payment made in Clause 5.3, have been simultaneously complied accordance with and are fully effective. 5.3. On the Completion Date: (i) Subject to deductions pursuant to Clause 4.4, the Purchaser this clause 4.2 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 constitute a good discharge for the transfer Investor of its obligations under this clause 4.2: Account name : [ ] Bank : [ ] Account number : [ ] Sort code : [ ] IBAN : [ ] Swift Code : [ ] a meeting of the Sale Shares to the Demat Account of the Purchaser (details of which Board 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 Company shall: issue the [First Tranche Shares] [New Shares] [Note: amend as appropriate] credited as fully paid to the Investors and enter their names in the register of members in respect thereof; execute and deliver 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 Company;] appoint [●] and [●] as Investor Directors; [and] [approve and authorise the execution by the Company of the Service Agreements]; [and] pass any such other resolutions as may be required to carry out the obligations of the Company under this agreement. [the Company and each of the Founders shall be transacted: enter into the Service Agreements.] [Subject to (a) the appointment of directors nominated Milestones having been satisfied or waived by [the Investors] [an Investor Majority] by the Purchaser on Milestone Date (the Board shall be approved; and “Milestone Determination”) and (b) the remaining Second Completion Conditions having been satisfied or waived by [the Investors] [an extra-ordinary general meeting of Investor Majority], Second Completion shall take place on the shareholders of Second Completion Date once the Company to approve the matters events set out in Clause 5.3(iii)(a) 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 amendment provisions of the Articles of Association clauses 4.3 to 4.7 (inclusive) shall be convenedapply equally to all Investors. 5.4. This Agreement ] [Notwithstanding clause 4.3, each Investor may be terminated on or prior to the Completion Date as follows: at its option (i) By the mutual written consent of the Purchaser and the Seller. (ii) By the Seller, upon by written notice to the Purchaser, if Company copied to each other Investor) require the conditions set out in Clauses 3.1 and 3.3 have not been satisfied (or satisfied subject only Company at any time prior to Completion where applicable) or waived (where applicable) on or before 270 (two hundred seventy) days from the Execution Milestone 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 accept its subscription for its allocation of the Transactions Second Tranche Shares irrespective of whether the Second Completion Conditions have been satisfied, in which event the Founders (which term in so far as they are legally able to do so) and the Company shall effect Second Completion for that Investor on the purposes date so specified by that Investor, and the requirements of this Clause 5.4(ii) clause 4.6 shall not include the Financing); (iii) By the Purchaser, upon written notice to the Seller, if the conditions set out apply in Clauses 3.2 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before the Long Stop Date; provided respect of 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 Investor for such Second Completion.] Each of the Transactions. (iv) By Company and the Seller (if Founders shall notify the Seller Investors as soon as it or they become aware of any fact or circumstance which has caused or will or is not in material breach of the Seller Warranties, covenants or agreements under this Agreement so as likely to cause any of the conditions set forth in Clause 3.2 and/or 3.3(i) 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 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 (the "Surplus Shares") on the Second Completion Date in accordance with the 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 Defaulting Investor) shall have the right (but not the obligation) within [30 days] of the Default 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), with the consent of the other such Investors, within this period to subscribe for any excess Surplus Shares if any of the other Investors do not wish to subscribe for their pro rata amount of 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 Purchaser, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, Company of the Purchaser contained in this Agreement, which violation, breach or inaccuracy would cause any conversion of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied as all 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 its holdings 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 Series A Shares into Ordinary Shares in accordance with Clause 5.4 above, (i) 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 article [9.1] of the provisions of this Agreement prior New Articles and shall be required to such termination; and (ii) if applicable, comply with the Observer shall no longer be entitled to attend requirements set out in article [9] the meetings New Articles in respect of the Board (or any committee thereof) and the nominees conversion of the Purchaser appointed on the Board in accordance with Clause 6.2 shall resign with immediate effectsuch shares.] [Note: see drafting note.]

Completion. 5.1. 4.1 Subject to the conditions relevant Conditions Precedent being satisfied or waived, on the relevant Completion 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 Clauses 3.1, 3.2 and 3.3, Completion shall take place on the Completion Date. 5.2. The obligations of each Part 1 of the Parties under Clause 5.3 below are interdependent U.K. Law of each other. The Completion shall not occur unless all of the obligations specified in Clause 5.3Property Miscellaneous Provisions Act 1994 where a disposition is expressed to be made with full title guarantee, have been simultaneously complied with and are fully effective. 5.3. On the Completion 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 QIWI shall issue the Subscription Shares 1 or Subscription Shares 2 (aas applicable) provide 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 its Depository Participant duly executed DP Instructions in them under the prescribed form for Articles. 4.2 Pursuant to clause 4.1, the transfer of the Sale Shares to the Demat Account of the Purchaser (details of which Completion 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: (a) the appointment of directors nominated by the Purchaser 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 arranged as follows: (i) By 4.2.1 on Completion Date 1, QIWI shall issue and allot to the mutual written consent Investor the Subscription Shares 1, and in consideration of the Purchaser 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 Selleroffices of the Notary in Moscow, Russia or at such other place as the Investor and QIWI may agree. 4.4 On each Completion Date the Parties shall observe, deliver or perform (iior ensure that there is observed, delivered or performed) By 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 Sellercase may be, upon written 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 Purchaser, if the conditions set out in Clauses 3.1 and 3.3 have not been satisfied (or satisfied subject only other Party 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 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 defer the Completion Date1 or Completion 2, and such violationas the case may be, breach or inaccuracy has to a date being not been waived by the Seller or cured by the Purchaser within 20 more than 15 (twentyfifteen) 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 Date 1 or the Purchaser, upon written notice to the other, if a court of competent jurisdiction or any other Governmental Authority shall Completion Date 2 would otherwise have issued a final, non-appealable order preventing or otherwise prohibiting the consummation of the Transactionstaken place. 5.5. If this Agreement is terminated prior to Completion in accordance with Clause 5.4 above, (i) 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 provisions of 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 appointed on the Board in accordance with Clause 6.2 shall resign with immediate effect.

Completion. 5.1. Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3, (A) Completion shall take place on within 3 Business Days following the Completion Date. 5.2. The obligations satisfaction of each of all the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations specified conditions precedent referred to in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. On the Completion Date: 2 (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: (a) the appointment of directors nominated by the Purchaser 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 no later than 30 April 2024 or such later date as may be mutually agreed by all the parties hereto in writing) at the principal place of business of the Company, or other such place as may be agreed between the Parties parties in writing Hong Kong. (“Long Stop Date”); provided that the Seller shall B) At Completion, all (but not be entitled to terminate this Agreement pursuant to this Clause 5.4(iipart only) if Seller’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions following business shall be transacted:- (which term for i) the purposes Company shall convene a board meeting to approve the allotment and issue of this Clause 5.4(iithe Subscription Shares to the Investor or his nominee and the issue of the share certificates and entry of the particulars of Investor or his nominee into the register of members of the Company; (ii) the Company shall not include deliver to the Financing);Investor share certificates in respect of the Subscription Shares with the issue date being the date of Completion; and (iii) By the Purchaser, upon written notice Investor shall deliver to the Seller, if Company:- (a) applications completed by himself and/or his nominee for the conditions allotment of the Subscription Shares to be subscribed hereunder substantially in the form set out in Clauses 3.2 and 3.3 have not been satisfied the Schedule; (b) a cashier order or satisfied subject only cheque in respect of payment for the Subscription Shares at the Subscription Price to Completion where applicable) the Company or waived (where applicable) on or before the Long Stop Date; as it may direct provided that notice shall be given by the Purchaser shall not be entitled Company to terminate this Agreement pursuant the Investor one Business Day prior to this Clause 5.4(iii) if Purchaser’s breach of this Agreement has prevented or materially delayed the consummation of the Transactions.Completion; (ivC) By In the Seller (if the Seller is not in material breach of the Seller Warranties, covenants or agreements under this Agreement so as to cause event that any of the conditions set forth business referred to in Clause 3.2 and/or 3.3(i4(B) are not to be satisfied), upon written notice transacted 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, satisfaction of the Purchaser contained in this AgreementInvestor, 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 Investor 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 Clause 5.4 above,right:- (i) this Agreement shall become void to defer Completion in respect of the Subscription Shares to a date not more than 30 days thereafter and of no further force and effect; provided, however, so that the provisions of this Clause 5.5 and Clauses 1 4(A) to (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 (SupersessionB) 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 apply to the provisions of this Agreement prior to such terminationcompletion as so deferred); andor (ii) if applicable, the Observer shall no longer be entitled to attend the meetings proceed to Completion in respect of the Board Subscription Shares, subject to its rights to claim for damages; or (or any committee thereofiii) and to terminate its obligations hereunder in respect of its subscription for the nominees Subscription Shares whereupon all obligations of the Purchaser appointed on Investor to subscribe for the Board in accordance with Clause 6.2 Subscription Shares shall resign with immediate forthwith lapse and shall be of no effect.

Completion. 5.1. Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3, Completion shall take place on the Completion Date. 5.2. The obligations of each of the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. On the Completion Date: (i) Subject to deductions pursuant to Clause 4.4, the The Purchaser shall remit the Purchase Consideration (in immediately available funds) to the Seller’s Bank Account. (ii) The Seller shall (aexecute 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) provide representing the Sale ADSs, and instruct the Depositary to its Depository Participant duly executed DP Instructions in the prescribed form for register the transfer of the Sale Shares to ADSs in 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 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: (a) the appointment of directors nominated by the Purchaser 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 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 Clause 5.4 above, (i) 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 provisions of 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 appointed on the Board in accordance with Clause 6.2 shall resign with immediate effect.

Completion. 5.18.1. Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3, Completion shall take place on the Completion DateDate at the offices of the Vendor or at such other place as the Purchaser and the Vendor may agree in writing. 5.2. The obligations of each of the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective. 5.38.2. On the Completion Date: (i) Subject to deductions pursuant to Clause 4.4Completion, the Purchaser Vendor shall remit the Purchase Consideration (in immediately available funds) deliver or cause to be delivered 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 or a Purchaser Designee, 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 transactedapplicable: (a) a copy of the appointment board resolutions of directors nominated the Vendor approving its entry into this Agreement and the sale of the Transferred Assets by the Purchaser on Vendor or any other member of the Board 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 related to the 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 statement 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 approvedaccessible without the need for any password) (the “Dataroom Media”) that contains the true, correct and complete contents of the Dataroom; 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: (a) deliver to the Vendor a copy of the board resolutions of the Purchaser approving its entry into this Agreement and the acquisition of the Transferred Assets from the Vendor or any other member of the Vendor Group and the assumption of the Assumed Liabilities and otherwise authorising the transactions contemplated hereby; (b) deliver to the Vendor a certificate confirming the satisfaction and fulfilment of the Conditions Precedent listed in paragraph 1 (to the extent related to the Purchaser or any Purchaser Designee) and paragraphs 2 and 4 of Schedule 2; (c) deliver to the Vendor a copy of the board resolutions of the Purchaser approving and authorizing the allotment and issuance of the 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; (d) deliver to the Vendor a 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 resolutions of the 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 (bg) pay to the Vendor the Cash Price and subject to a deduction for an extra-ordinary general meeting amount equivalent to the Advance Payments. 8.4. On Completion, subject to compliance by the Vendor of the shareholders of the Company to approve the matters set out its obligations in Clause 5.3(iii)(a) 8.2 and the amendment Purchaser of its obligations in Clause 8.3, the Articles of Association Parties, its Affiliates or other designees, as applicable, shall be convened. 5.4. This Agreement may be terminated on or prior to enter into the Completion Date as followsfollowing agreements: (ia) 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 service agreements 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 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 Clause 5.4 above, (i) 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 provisions of 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 appointed on the Board in accordance with Clause 6.2 shall resign with immediate effect.

Completion. 5.1. Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3, 5.1 Completion 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 and the Purchaser shall comply with their respective obligations set out in Schedule 11. 5.3 If the obligations of the Seller or the Purchaser under Schedule 11 are not complied with on the Completion Date. 5.2. The obligations of each of the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations specified Date in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. On the Completion Date: (i) Subject to deductions pursuant to Clause 4.4any material respect, the Purchaser shall remit the Purchase Consideration (in immediately available fundsthe case of default by the Seller) or the Seller (in the case of a default by the Purchaser) shall be entitled (in addition to and without prejudice to all other rights and remedies available) by written notice to the Purchaser or the Seller’s Bank Account. (ii) The Seller shall (a) provide to its Depository Participant duly executed DP Instructions in , as 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 transactedcase may be: (a) the appointment to defer Completion for a period of directors nominated by the Purchaser on the Board shall be approved; and up to ten (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 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 (twenty10) Business Days after receipt by the Purchaser of written notice thereof from the Seller or (provided always that such date 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 Clause 5.4 above, (i) 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 5 shall apply to Completion as so deferred; (Definitions and Interpretation)b) to require the parties to proceed to Completion as far as practicable, 11 having regard to the defaults which have occurred; and (Announcements and Confidentiality), 12 c) subject to Completion having first been deferred for a period of at least ten (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 (Supersession10) Business Days under Clause 5.3(a) and 14.11 (Expenses) shall survive the termination 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 indefinitely shall be paid (without set-off or deduction) to the Designated Account, and that nothing herein the receipt of each such amount in the Designated Account shall relieve 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 Party from any liability for fraud 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 any breach of 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 the provisions of this Agreement prior to such termination; and (ii) if applicable, the Observer shall no longer be entitled to attend the meetings and of the Board (or any committee thereof) and the nominees of the Purchaser appointed on the Board in accordance with Clause 6.2 shall resign with immediate effectOss SPA.

Completion. 5.1. Subject to Completion shall take place at the offices of the Investors’ Solicitors immediately upon the conditions set out in Clauses 3.1, 3.2 Clause 2.1(a) being satisfied or waived by the Investors (or such other place and 3.3, Completion time as the Company and the Investors may agree) when all of the following matters shall take place on (to the Completion Date.extent they have not taken place prior to Completion); 5.2. The obligations (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 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 Parties under Clause 5.3 below are interdependent Atlas entities being set out opposite its name in Part 3 of each other. The Completion Schedule 1), which subscription price shall not occur unless all be delivered to the Company in the form either of (i) a bank draft drawn in favour of the obligations specified in Clause 5.3Company or (ii) a telegraphic transfer to the Company’s bank account with Ulster Bank, have been simultaneously complied with and are fully effective.Sort Code: 98-50-10, Account Number ▇▇▇▇▇▇▇▇; 5.3. On (b) the Completion Dateexisting Directors shall hold a board meeting of the Company at which: (i) Subject to deductions pursuant to the ‘A’ Shares subscribed by Atlas in accordance with Clause 4.4, the Purchaser 2.2(a) shall remit the Purchase Consideration (in immediately available funds) to the Seller’s Bank Account.be issued and allotted; (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 ▇▇▇▇▇▇ De Rycker shall be provided to appointed as 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: (a) the appointment of directors nominated by the Purchaser 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)Atlas Director; (iii) By ▇▇▇▇▇▇ ▇▇▇▇▇ as 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 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 secretary of the Transactions.Company shall be instructed to 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 ‘A’ Shares referred to in Clause 2.2(a) shall be issued in favour of and delivered to Atlas; (iv) By the Seller (if the Seller is not in material breach following documents shall be approved and their execution on behalf of the Seller Warranties, covenants or agreements under this Agreement so as to cause any of Company be authorised: (A) the conditions set forth in Clause 3.2 and/or 3.3(iAnti-Dilution Warrants; and (B) 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.Management Rights Letters; (v) By any other matters shall be dealt with in order that the Purchaser (if the Purchaser is not in material breach details of the Purchaser Warranties, covenants or agreements under this Agreement so Company shall be as to cause any of set out in Schedule 2 Part 2; (c) the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied), upon written notice Company shall sign and deliver the Anti-Dilution Warrants 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 Investors and 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 Management Rights Letter 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 Clause 5.4 above, (i) 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 provisions of this Agreement prior to such terminationAtlas; and (iid) if applicable, the Observer Company shall no longer be entitled to attend redeem the meetings Convertible Loan Notes by remitting the sum of US$609,750 plus any interest payable under the terms of the Board Convertible Loan Notes to Benchmark (or any committee thereof) and the nominees of the Purchaser appointed on the Board in accordance with Clause 6.2 as Benchmark shall resign with immediate effectdirect).

Completion. 5.1. Subject to 9.1 Completion shall take place at the offices of NautaDutilh N.V. at Strawinskylaan 1999, Amsterdam on the last day of the month in which fulfilment or waiver of the conditions set out in Clauses 3.1clause 4 (Conditions to Completion) takes place, 3.2 except that where less than five Business Days remain between such fulfilment and 3.3service and the last day of the month, Completion shall take place on the Completion Date. 5.2. The obligations of each of the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. On the Completion Dateplace: (iA) Subject to deductions pursuant to Clause 4.4, on the Purchaser shall remit last day of the Purchase Consideration (in immediately available funds) to the Seller’s Bank Account.following month; or (iiB) 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 at 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 shallother location, 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: (a) the appointment of directors nominated by the Purchaser 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 time 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 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 Deeds of Transfer before the Notary. 9.2 At Completion, the parties shall comply with their respective obligations in writing sub-clauses 2.1 to 2.3 (“Long Stop Date”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); provided the Purchaser shall do, and Liberty Global shall procure that the Seller Purchaser does, those things listed in Part B (Purchaser’s obligations) of Schedule 2 (Completion arrangements); and the Guarantors shall not 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 entitled obliged 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 complete any 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 transactions set out in Clauses 3.2 and 3.3 have not been satisfied (sub-clauses 2.1 to 2.3 or 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 carry out any of the conditions steps set forth out in Clause Schedule 2 (Completion arrangements) unless sub-clauses 3.1 or 3.2 and/or 3.3(i(as applicable), 6.1, 6.2, 6.5(C) not 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 satisfied), upon written notice to completed by all relevant parties on the Purchaser, if there has been a material inaccuracy Completion Date in accordance with the sequence of any statement or warranty, or any unremedied material breach of a covenant or other agreement, of the Purchaser contained events set out in this Agreement. For the avoidance of doubt, which violation, breach or inaccuracy would cause any (A) both the beneficial and legal ownership of the conditions set forth in Clause 3.1 and/or 3.3 Liberty Global Target Company Shares and the Vodafone Target Company Shares will transfer to Purchaser at Completion and not to be satisfied as before and (B) both the beneficial and legal ownership of the JV Co Shares will transfer to Vodafone at 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 Datebefore. (v) By 9.4 If 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.Estimated Vodafone Equalisation Consideration is: (viA) By the Seller or the Purchasera positive number, upon written notice to the other, if a court of competent jurisdiction or any other Governmental Authority then Vodafone 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 Clause 5.4 above,procure; or (iB) this Agreement a negative number, then Liberty Global 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 provisions of 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 appointed on the Board in accordance with Clause 6.2 shall resign with immediate effect.procure,

Completion. 5.1. Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3, 5.1 Completion under this Agreement shall take place at the offices of the 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 Completion Datelast 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 such other location and/or at such other time as the Parties may agree in writing. 5.2. The obligations of each of the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. 5.2 On the Completion 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 Date all but not part 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: 5.2.1 The Purchaser shall: i. pay to the Sellers the Final Consideration, by means of telegraphic transfer in immediately available funds as directed by the Sellers for value in Dollars on such Completion Date; j. deliver to the Sellers (ato the extent not already delivered prior to Completion) a copy of the appointment 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 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 nominated by of the Purchaser authorising its entry into the transactions contemplated by this Agreement; and (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Board shall be approvedPurchaser; and (b) an extra-ordinary general meeting l. execute and deliver those of the shareholders Assignment Documents to which it is a signatory. 5.2.2 The Sellers shall, after confirmation of receipt of the Company to approve the matters set out in amounts payable under 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 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 satisfied5.2.1(a), upon written notice deliver 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) extent 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 already delivered 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 Clause 5.4 above, (i) 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 provisions of 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 appointed on the Board in accordance with Clause 6.2 shall resign with immediate effect.Completion):

Completion. 5.1. Subject to 7.1 Completion shall take place at the conditions offices of the Buyer’s Solicitors on the Completion Date when the Sellers and the Buyer shall each perform their respective obligations in accordance with and as set out in Clauses 3.1Part A and Part B, 3.2 respectively, of Schedule 2 (Completion Requirements). 7.2 The Buyer will not be obliged to complete 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 3.3purchase of any of the Shares unless the sale and purchase of all of the Shares is completed simultaneously, but completion of the purchase of some only of the Shares will not affect the rights of the Buyer with respect to the purchase of the remainder. 7.4 If Completion shall does not take place on the Completion Date. 5.2. The obligations of each Date because any of the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously complied Sellers fails to comply with and are fully effective. 5.3. On the Completion 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 any of its voting rightsrespective material obligations under this Clause 7 and Schedule 2 (Completion Requirements), procure that a Board meeting is held at which then the following business shall be transacted: (a) the appointment of directors nominated Buyer may by the Purchaser 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 Sellers’ Representative and the conditions set out in Clauses 3.1 and 3.3 have not been satisfied (or satisfied subject only Fund Sellers elect to: 7.4.1 proceed to Completion where applicable) to the extent reasonably practicable (including, at the option of the Buyer, completion of the purchase of some only of the Shares), which will not affect the rights of the Buyer with respect to the purchase of the remainder; or 7.4.2 defer Completion in relation to some or waived (where applicable) on or before 270 (two hundred seventy) days from all of the Execution Date or Shares to such later date as the Buyer and the Sellers’ Representative may be mutually agreed between the Parties in writing agree (“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 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 Clause 5.4 above, (i) this Agreement shall become void and of no further force and effect; provided, however, that the provisions of Clause 6, apart from this Clause 5.5 and 7.4.2, shall apply to Completion deferred pursuant to this Clause); or 7.4.3 terminate this Agreement (whether or not such failure by the Sellers amounts to a repudiatory breach), without prejudice to any other remedies or accrued rights that any party may have against any other party, following which the provisions of this Agreement shall cease to have effect, other than Clauses 1 (Definitions and InterpretationInterpretations), this Clause 7, 11 (Announcements and Confidentiality), 12 (NoticesAnnouncements), 13 15 (Governing Law, Disputes Costs and JurisdictionExpenses), 14.1 18 (Entire AgreementGeneral), 14.6 19 (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (SupersessionNotices) and 14.11 20 (Expenses) shall survive the termination of this Agreement indefinitely Applicable Law and that nothing herein shall relieve any Party from any liability for fraud or any breach of the provisions of 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 appointed on the Board in accordance with Clause 6.2 shall resign with immediate effectJurisdictions).

Completion. 5.1. 4.1 Subject to the conditions set out in Clauses 3.1, 3.2 satisfaction or waiver of the Conditions Precedent [and 3.3, Completion Clause 4.5] completion of the sale and purchase of the Asset shall take place on the Completion Date. 5.2. The obligations of each of the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. On Date at the Completion Date: (i) Subject to deductions pursuant to Clause 4.4, Venue when the Purchaser following 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 take place 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:order:- (a) the appointment of directors nominated by the Purchaser 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:Seller shall:- (i) By deliver to the mutual written consent Purchaser copies of the Purchaser and the Seller.Secretary of State Consents; (ii) By the Seller, upon written notice deliver to the Purchaser, if Purchaser 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 Documents duly executed by all of the Transactions (which term for parties thereto other than the purposes Secretary of this Clause 5.4(ii) shall not include State and the Financing)Purchaser; (iii) By deliver to the PurchaserPurchaser a copy, upon certified as a true copy (in accordance with section 3 of the Powers of Attorney Act 1971) of the Power of Attorney authorising the execution of the Completion Documents on behalf of the Seller; and [(iv) deliver written notice 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, if on the conditions set out 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 [(in Clauses 3.2 and 3.3 have not been satisfied (or 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 accordance with section 3 of the Transactions.Powers of Attorney Act 1971) of the Power of Attorney] authorising the execution of the Completion Documents on behalf of the Purchaser; (iv) By [deliver to the Seller (if Operator a letter of credit in the Seller is not in material breach of form and amount agreed with 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 Operator 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 's liability pursuant to the Long Stop Date.Decommissioning Agreement]; and (v) By deliver to the Seller the Deed of Indemnity, duly executed by the Purchaser (if and [ ]. 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 is not in material breach and otherwise carry out the true intent of this Agreement. 4.3 The Seller shall deliver to the Purchaser Warrantiesthe Asset Data, 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)Asset Documents, upon written notice the Data Room Documents and such other documentation relevant 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 Asset as the Seller contained in this Agreement, which violation, breach or inaccuracy would cause any of Purchaser may reasonably request as soon as practicable following the conditions set forth in Clauses 3.2 and/or 3.3(i) not to be satisfied as of Completion Date but no later than 30 days following 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 4.4 If Completion does not take place on or the Purchaserbefore 2400 hours on [ ], upon either Party may terminate this Agreement by written notice to the other, if a court to 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 competent jurisdiction or any other Governmental Authority the Asset Property, the Purchaser shall not be obliged to complete the sale and purchase of the Asset and shall have issued a final, non-appealable order preventing or otherwise prohibiting the consummation of right by notice in writing to the TransactionsSeller to terminate this Agreement without prejudice to rights and obligations accrued prior to termination.] [See 2.2.4]. 5.5. If 4.6 [Completion under this Agreement is terminated prior to Completion in accordance with Clause 5.4 above, (i) this and completion under the Connected 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 provisions of 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 appointed on the Board in accordance with Clause 6.2 shall resign with immediate effecttake place simultaneously.]

Completion. 5.1. 6.1 Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3, as hereinafter provided Completion shall take place in China on the Completion DateDate 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. 5.2. The obligations of each 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 Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all Sale Share in favour of the obligations specified Purchaser and/or such person(s) as the Purchaser may direct or nominate, accompanied by the relative share certificates in Clause 5.3respect of the Sale Share; (b) such waivers and/or consents and/or resolutions (whether members' or directors') as the Purchaser may require duly signed by members and/or directors; (c) such shares or any documents of the BVI Company as the Purchaser may require to enable the Purchaser and/or its representative or nominee to be registered as holders of the Sale Share; (d) written resolutions of the members and/or of the directors of the BVI Company and of Vendor (as the Purchaser may require) approving and/or ratifying the entering into of this Agreement and the due performance thereof; (e) such written evidence as may be reasonably satisfactory to the Purchaser to prove that the directors of the BVI Company have, have been simultaneously complied with before the signing of this Agreement duly made, and are fully effective.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 Law, the Articles of Association of the BVI Company, and otherwise; 5.3. On (f) the Completion Dateoriginals as well as duly certified copies of the board resolutions of the then existing directors :- (i) Subject revoking all existing authorities to deductions pursuant to Clause 4.4, bankers in respect of the operation of its bank accounts and giving authority in favour of such persons as the Purchaser shall remit the Purchase Consideration (in immediately available funds) may nominate to the Seller’s Bank Account.operate such accounts; (ii) The Seller shall appointing such persons (awithin the maximum number permitted by the Articles of Association) provide to its Depository Participant duly executed DP Instructions in as the prescribed form for Purchaser may nominate as directors; and (iii) approving the transfer registration of the share transfers of the Sale Shares subject to the Demat Account same being duly stamped; (g) the Existing Management Accounts which must show full compliance with the terms and conditions of this Agreement; (h) the statutory books of the Purchaser (details of BVI Company which shall must be provided duly completed and written up 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: (a) the appointment of directors nominated by the Purchaser 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:date; (i) By the mutual written consent all books, accounts, papers and records 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)BVI Company; (iiij) By the Purchaser, upon written notice 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 Sellereffect that they have no claim against the BVI Company for compensation for loss of office, if fees or disbursements or otherwise whatsoever; (k) the conditions set out in Clauses 3.2 and 3.3 have not been satisfied (or 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 written resignations of the Transactions. (iv) By the Seller (if the Seller is not in material breach then existing secretary of the Seller Warranties, covenants or agreements under this Agreement so BVI Company to take effect on the date of Completion with acknowledgements signed by him in a form annexed hereto 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 APPENDIX 1 to the Purchasereffect that he has no claim against the BVI Company for compensation for loss of office, if there has been a material inaccuracy of any statement fees 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 disbursements or otherwise prohibiting the consummation of the Transactions. 5.5. If this Agreement is terminated prior to Completion in accordance with Clause 5.4 above, (i) 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 provisions of 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 appointed on the Board in accordance with Clause 6.2 shall resign with immediate effect.whatsoever;

Completion. 5.1. 6.1 Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3Clause 5, Completion shall take place at the offices of the Vendor's Solicitors by not later than 12 noon on the Completion Date. 5.2. The obligations Date when all (unless the parties otherwise agree) of each of the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. On the Completion 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: 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 pay to the Vendor such sum as is provided for in Clause 4.1; 6.1.3 the Vendor shall pay the Escrow Amount into the 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 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 Purchaser: (a) the appointment of directors nominated by the Purchaser on the Board shall be approved; andBooks and Records; (b) an extra-ordinary general 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 assignable 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 Board resolutions passed at a meeting of the shareholders Vendor's board of directors at which its directors shall have approved the Vendor entering into this Agreement and the agreements and arrangements contemplated under this Agreement; (h) releases under seal of any Encumbrance to which any 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 Assets are subject duly executed by those entitled to the Completion Date as follows: (i) By the mutual written consent of the Purchaser and the Seller. (ii) By the Sellerbenefit thereof, 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 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 Clause 5.4 above, (i) 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 provisions of 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 appointed on the Board in accordance with Clause 6.2 shall resign with immediate effect.clause 6.1.6

Completion. 5.14.1. Subject to Upon and with effect from the conditions set out in Clauses 3.1Execution Date, 3.2 the parties acknowledge and 3.3, Completion shall take place on agree that the Completion Date. 5.2. The obligations of each of the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations specified in Clause 5.3, Execution Conditions have been simultaneously complied with satisfied or waived in full and are fully effective. 5.3. On the Completion Date: that subject to (i) Subject clauses 4.2 to deductions pursuant to Clause 4.4, the Purchaser shall remit the Purchase Consideration 4.3 (in immediately available fundsinclusive) to the Seller’s Bank Account. and (ii) The Seller shall the satisfaction (aor waiver) provide to its Depository Participant duly executed DP Instructions in the prescribed form for the transfer of the Sale Funding Conditions, each Investor subscribing for New Shares and a Warrant pursuant to clause 3.1 shall, on or prior to the Demat Account Longstop Date, pay the sum set out against its name in column 4 of the Purchaser table in clause 3.1 (details of which shall be provided being the aggregate Subscription Price for its New Shares and Warrant), by electronic funds transfer 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 bank account of the Sale Shares to Company as set out below and payment made in accordance with this clause 4.1 shall constitute a good discharge for such Investor of its obligations under this clause 4.1: Account name : [***] Accountholder address : [***] Bank : [***] USD Account : [***] USD IBAN : [***] SWIFTCODE : [***] 4.2. Upon receipt by the Demat Account Company of subscription monies equalling the total set forth in column 4 of the Purchaser. table in clause 3.1 (iii) The Seller shallbeing an aggregate Subscription Price of $20,000,000, to or such lesser amount as agreed between the extent it is able to do so through exercise of its voting rightsCompany and the Lead Investor, procure that a Board meeting is held at which the following business shall be transacted“Subscription Threshold”), paid in accordance with clause 4.1 from: (a) the appointment of directors nominated by the Purchaser on the Board shall be approvedLead Investor; and (b) an extra-ordinary general meeting each other Investor, the Company shall issue the New Shares and Warrants listed in the table in clause 3.1 to each Investor whose subscription monies have been received by the Company, credited as fully paid and enter its name in the register of members in respect of such New Shares and Warrants (“Completion”). 4.3. Without prejudice to all other rights and remedies available to the shareholders parties, including the right to bring a claim for breach of contract: (a) if the Subscription Threshold is not satisfied by the Longstop Date (other than by reason of a failure by the Company to approve satisfy the matters set out in Clause 5.3(iii)(aFunding Conditions), the Company shall be entitled to determine that this agreement shall terminate with effect from such determination (or such other specified date) and the amendment of the Articles of Association parties shall be convened. 5.4. This Agreement may be terminated on have no further rights 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 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 obligations 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, other than accrued rights 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 Clause 5.4 above, (i) this Agreement shall become void and of no further force and effect; provided, however, obligations at 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 provisions of this Agreement prior to such terminationtime; and (iib) without prejudice to clause 4.3(a), if applicable, an Investor (other than the Observer shall no longer be entitled to attend the meetings of the Board (or any committee thereofLead Investor) and the nominees of the Purchaser appointed on the Board does not pay its subscription monies in accordance with Clause 6.2 clause 4.1 by the Longstop Date, the Company and the Lead Investor shall resign with immediate effectbe jointly entitled to determine that such Investor who has failed to pay its subscription monies shall be deemed not to have made any application for New Shares or Warrants under this agreement (but without prejudice to the applications made by any other Investors under this agreement) and upon such determination this agreement shall be deemed varied, without the consent of any other party, or action required, so as to remove all references to such Investor who has failed to pay its subscription monies (who shall cease to be a party to this agreement) and to make any associated changes. 4.4. Within two (2) Business Days following Completion, the Company shall deliver to each Investor who has completed their subscription for New Shares and a Warrant a capitalisation table of the Company as of Completion including details of all: (i) issued Shares; (ii) options, both allocated and unallocated under the Share Incentive Plan(s) (if any); (iii) warrants (including the Warrants); and (iv) any and all other rights to subscribe for shares or convertible securities, if any.

Completion. 5.1. Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3, 5.1 Completion shall take place at the offices of the Seller’s Solicitors on the Completion Date. 5.2. The obligations of each of the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations specified 5.2 Subject to any extension in Clause 5.3accordance with clause 5.7, have been simultaneously complied with and are fully effective. 5.3. On the Completion 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 transactedDate means: (a) the appointment fifth Business Day after all of directors nominated the 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 Purchaser on date fixed for Completion, Seller, acting reasonably and in good faith (but otherwise without liability), shall provide to Buyer a written estimate of the Board shall be approvedCompletion 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: (a) the Working Capital Amount (the “Estimated Working Capital Amount”); (b) the Debt (the “Estimated Debt”); and (bc) 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 extra-ordinary general extract of the minutes of a duly held meeting of the shareholders directors (or a duly constituted committee thereof) of each of the Company to approve the matters set out in Clause 5.3(iii)(a) Seller and the amendment Czech Seller (and, to the extent available, the Seller Guarantor) authorising the execution by each of the Articles Seller, the Czech Seller and the Seller Guarantor of Association shall this document and any document to be conveneddelivered by the Seller, the Czech Seller and/or the Seller Guarantor at or prior to Completion (including each Transaction Agreement) and, where such execution is authorised by a committee of the board of directors of the Seller, the Czech Seller and/or the Seller Guarantor, an extract of the minutes of a duly held meeting of the directors constituting such committee or the relevant extract thereof); (b) transfers in common form relating to all the Company Shares duly executed in favour of the Buyer (or as it may direct); (c) a resolution of the 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; 5.4. This (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 Date 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 followsat 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) By the mutual written consent remove each of the Purchaser and the Seller.existing directors; (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 appoint each of the Transactions (which term for persons as the purposes Buyer nominates to be the directors of this Clause 5.4(ii) shall not include the Financing)Cyberview Czech; (iii) By appoint such person as the Purchaser, upon written notice Buyer nominates to be the Seller, if the conditions set out in Clauses 3.2 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before the Long Stop Dateauditor; 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.and (iv) By amend the Seller (if the Seller is not in material breach articles of the Seller Warranties, covenants or agreements under this Agreement so as to cause any association 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 Cyberview Czech in accordance with Clause 5.4 above,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) this Agreement shall become void 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 no further force the Czech Seller; or (ii) an original or certified copy of the certificate of incorporation of the Czech Seller, with an apostille certification, and effect; providedan original confirmation of the Czech Seller’s company secretary (with an apostille certification) stating the name, however, registered office and names of directors of the Czech Seller as well as confirmation that the provisions of this Clause 5.5 and Clauses 1 person who shall sign the Czech Transfer Agreement is authorized to do so (Definitions and Interpretationif applicable), 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 provisions of this Agreement prior to such termination; and (iiv) if applicable, the Observer shall no longer be entitled original of a power of attorney, with an apostille certification, pursuant to attend which the meetings Czech Transfer Agreement has been executed by the Czech Seller; (w) evidence in a form acceptable to the Buyer, acting reasonably, of the Board termination of each overdraft facility of each Group Company; and (or any committee thereofx) the deed of cessation of participation, in a form acceptable to the Buyer, acting reasonably, duly executed by the Seller and the nominees Trustee of the Purchaser appointed 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 Board 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 accordance 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 Clause 6.2 on Completion, the Buyer, if the Seller or Czech Seller is in default of its material obligations, or the Seller and Czech Seller if the Buyer is in default of its material obligations, shall resign with immediate effectnot 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; or (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 the Seller or the Czech Seller, on the one hand, or the Buyer, on the other, fails or is unable to perform any such obligations), provided that neither the Seller nor the Czech Seller shall be able to exercise such rights if the Buyer can demonstrate to the reasonable satisfaction of the Seller that it has arranged for the transfer of the Completion Payment to the Seller’s Account, value date the Completion Date.

Completion. 5.1. Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3, 5.1 Completion shall take place on 5th November 2013 at the Completion Dateoffices of the Buyer’s Solicitors. 5.2. The obligations 5.2 At Completion, the Seller 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 Seller in favour of the Buyer; 5.2.2 certificates for the Sale Shares and any other documents which may be required to give good title to the Sale Shares, and to enable the Buyer to procure registration of the same in its name; 5.2.3 the resignation of each of the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all directors (other than those requested in writing by the Buyer to remain) and of the obligations specified secretary of the Company executed as a deed in Clause 5.3the agreed form; 5.2.4 the Company's certificate of incorporation, have been simultaneously complied with certificate of incorporation on change of name (if applicable), statutory registers, minute books, share certificate books and are fully effectiveall other books (all duly written up to date); 5.2.5 certified copies of board resolutions of the Company in the agreed form; 5.2.6 a certified copy of the minutes recording the resolution of the board of directors of the Seller authorising, amongst other things, the sale of the Sale Shares and the execution of the transfers in respect of them, the execution and delivery of this Agreement, the Tax Covenant and the Disclosure Letter. 5.3. On 5.3 The Seller shall procure that the Completion Date:auditors of the Company will resign when requested to do so by the Buyer. (i) Subject to deductions pursuant to Clause 4.45.4 Provided that the Seller complies with all their obligations under clause 4, the Purchaser Buyer’s Solicitors shall remit at Completion pay to the Purchase Consideration (in immediately available funds) 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 Bank AccountSolicitor’s client account. (ii) 5.5 The Seller solicitors to any party to this agreement are authorised to take delivery of any items under this agreement on behalf of that party, and their receipt shall (a) provide to its Depository Participant duly executed DP Instructions in the prescribed form be a good discharge for the transfer of the Sale Shares those items to the Demat Account of party (and the Purchaser (details of which shall be provided solicitors to the Seller in writing as soon as practicable after the Execution Date); (bparty) 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 Purchasermaking delivery. (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: (a) the appointment of directors nominated by the Purchaser 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 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 Clause 5.4 above, (i) 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 provisions of 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 appointed on the Board in accordance with Clause 6.2 shall resign with immediate effect.

Completion. 5.1. Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3, 4.1 Completion under this Agreement shall take place on at the Completion Dateoffices of the Seller at a time agreed by the Parties. 5.2. The obligations of each of the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. 4.2 On the Completion 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 Date all but not part 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: (a) the appointment of directors nominated by the 4.2.1 The Purchaser 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 shall: pay to the Seller, if or pay in accordance with a direction from an Affiliate to an Affiliate, the conditions set out in Clauses 3.2 and 3.3 have not been satisfied (Consideration as increased or satisfied subject only decreased by the Working Capital Adjustment; deliver 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 (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 material breach 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 Warrantiesauthorising its entry into the transactions contemplated by this Agreement; and, covenants if relevant, (ii) a Power of Attorney authorising a person or agreements under persons to sign this Agreement so as to cause any and the Assignment Documents on behalf of the conditions set forth in Clause 3.2 and/or 3.3(i) not Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to be satisfied), upon written notice transfer the Other Interests 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 . 4.2.3 Title to the Purchaser contained in this Agreement, which violation, breach or inaccuracy would cause any of Interests and 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 Other Interests shall pass from the Seller or is not reasonably capable of being cured prior to the Long Stop DatePurchaser upon Completion. (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 Clause 5.4 above, (i) 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 provisions of 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 appointed on the Board in accordance with Clause 6.2 shall resign with immediate effect.

Completion. 5.1. Subject 5.1 On Completion, the sales and purchases of the Shares shall be completed in the order specified below with Completion taking place at the offices of the 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 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 ODL Shareholders to the conditions set out in Clauses 3.1C-Corp Sellers; (b) secondly, 3.2 and 3.3the sale of the Indirect Sale Shares by the C-Corp Sellers to the Buyer; and (c) thirdly, Completion shall take place on the Completion Datesale of the Direct Sale Shares by the ODL Shareholders to the Buyer. 5.25.2 Insofar as they are able each of the 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 each Gardenparty and the Adhering ODL Sellers pursuant to this clause 5.2 shall be limited 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 Parties ODL Sellers’ obligations under Clause 5.3 below are interdependent of each other. The clause 5.2, the Buyer shall on Completion shall not occur unless all - (a) deliver one counterpart of the obligations specified in Clause 5.3, have been simultaneously complied with 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 are fully effective.the ability to issue the Buyer Performance Share; 5.3. On the Completion Date(b) procure that: (i) Subject ▇▇▇▇▇▇ ▇▇▇▇▇▇ Wellesley be appointed as an observer of the board of directors of the Buyer as the initial C-Corp Sellers’ board observer representative (such observer being entitled to deductions pursuant receive notice of, and attend meetings, of the board of directors of the Buyer as if he were a director of the Buyer but not counting towards quorum or being entitled to Clause 4.4, the Purchaser shall remit the Purchase Consideration (in immediately available fundsspeak or vote at any such meetings) to the Seller’s Bank Account.and (ii) The Seller shall ▇▇▇▇▇▇▇ Naldini (a) provide or a substitute acceptable to its Depository Participant duly executed DP Instructions in the prescribed form for the transfer board of directors of the Sale Shares to the Demat Account Buyer) be approved as an alternate observer of the Purchaser (details board of which shall be provided to directors of the Seller in writing as soon as practicable after the Execution Date)Buyer for ▇▇▇▇▇▇ ▇▇▇▇▇▇ Wellesley; (b) procure its Depository Participant to duly acknowledge such DP Instructions; and (c) deliver a copy the items specified in Part B of such acknowledgement Schedule 5 duly executed by the Buyer. 5.4 The Buyer may make any payment due to the Purchaser; ODL Sellers under this Agreement and (d) use best endeavours to procure credit of deliver the Sale Shares items specified in clause 5.3 to the Demat Account of Sellers’ Solicitors, whose receipt shall be a sufficient discharge to the PurchaserBuyer 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 (iiiwhether by clause 5.1 or by a notice given pursuant to clause 5.5(b) The Seller shallbelow), the Buyer may, without prejudice to the extent Buyer’s rights or remedies which it is able to do so through exercise may have under this Agreement and which in the case of its voting rights, procure that a Board meeting is held repudiation are set out at which the following business shall be transactedclauses 5.5(b) and 5.7: (a) complete the appointment sale and purchase of directors nominated by the Purchaser Shares (so far as is practicable) on the Board shall be approveddate so fixed; andor (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 by written notice to the PurchaserSellers’ 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 in such written notice, the conditions set out in Clauses 3.1 Buyer specifies that the ODL Sellers’ failure constitutes a repudiatory breach, then the time and 3.3 have date for the deferred Completion shall be not been satisfied (or satisfied subject only 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 where applicableso deferred. 5.6 If the Buyer defers Completion in accordance with clause 5.5(b) or waived (where applicableabove, it shall specify in the written notice referred to in clause 5.5(b) on or before 270 (two hundred seventy) days from the Execution Date or such later date as may any breach of obligation it considers to be mutually agreed between the Parties in writing (“Long Stop Date”); provided a repudiatory breach. 5.7 The Buyer acknowledges that the Seller it shall not be entitled to terminate rescind or repudiate this Agreement pursuant to this Clause 5.4(ii) if Seller’s breach of this Agreement has prevented or materially delayed except the consummation of the Transactions (which term for the purposes of this Clause 5.4(ii) Buyer 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 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 rescind 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 where there has been a material inaccuracy of any statement or warrantyrepudiatory breach by the ODL Sellers, or any unremedied material breach of a covenant or other agreement, of the Purchaser contained notice has been given 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, accordance with clause 5.5(b) and such violation, repudiatory breach or inaccuracy has not been waived remedied by the Seller or cured by the Purchaser within 20 (twenty) Business Days after receipt by the Purchaser date 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 Completion 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 deferred in accordance with Clause 5.4 above, (i) 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 Interpretationclause 5.5(b), 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 provisions of 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 appointed on the Board in accordance with Clause 6.2 shall resign with immediate effect.

Completion. 5.1. Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3, 6.1 Completion shall take place at the offices of AWI’s Solicitors (i) on the 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 such other time and venue as may be agreed in writing between the Parties (the “Completion Date”). 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 DateDate (the “AWI Account”). 5.2. The obligations of each of the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. 6.3 On the Completion Date: (ia) Subject to deductions pursuant to Clause 4.4, the Purchaser shall remit the Purchase Consideration deliver or take (in immediately available funds) or cause 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: (adelivered or taken) the appointment documents and actions listed in Part 1 of directors nominated by the Purchaser on the Board shall be approvedSchedule 7 (Completion); and (b) an extrasubject 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 complied with in any material respect, the Purchaser (in the case of non-ordinary general meeting compliance by AWI) or AWI (in the case of non-compliance by the shareholders of the Company to approve the matters set out in Clause 5.3(iii)(aPurchaser) and the amendment of the Articles of Association shall be convened.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 Party, served on the Completion Date: 5.4. This Agreement may be terminated on or prior (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 Completion Date as follows:so deferred; or (ic) By in the mutual written consent case of material non-compliance with Clause 6.3 (which, in the Purchaser case of AWI, shall only arise where AWI has failed to deliver (or procure the delivery of) paragraphs 1.1(a), 1.1(b) or 1.1(c) of Part 2 of Schedule 7 (Completion), and in the Seller. (ii) By the Seller, upon written notice to case of the Purchaser, if the conditions set out in Clauses 3.1 and 3.3 have not been satisfied (or satisfied subject shall only to Completion arise 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 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 has failed to terminate this Agreement pursuant to this Clause 5.4(iiipay the Consideration in accordance with paragraph 1.1 of Part 1 of Schedule 7 (Completion)) if Purchaser’s breach of this Agreement has prevented or materially delayed still persisting after 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 lapse of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Seller or cured by the Purchaser within 20 (twentyDate as deferred pursuant to Clause 6.4(b) 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 elect not to be satisfied), upon written notice to proceed with 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 transactions 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 Clause 5.4 above, (i) this Agreement shall become void and of no further force and effect; provided, however, that out herein whereupon 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) 4.17 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 provisions of 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 appointed on the Board in accordance with Clause 6.2 shall resign with immediate effectapply.

Completion. 5.1. Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3, 5.1 Completion under this Agreement shall take place on the Completion Date. 5.2. The obligations of each of the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless within ten (10) Business Days after all of the obligations specified conditions referred to in Clause 5.3, 2.2 have been simultaneously complied with satisfied, at such location and are fully effectiveat such time as the Parties may agree. 5.3. 5.2 On the Completion Date: (i) Subject to deductions pursuant to Clause 4.4Date all, 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 but not part only, 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: 5.2.1 The Seller shall deliver to the Purchaser (a) to the appointment extent not already delivered prior to 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 Secretary’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 nominated by of the Purchaser Seller authorising a person or persons to execute this Agreement and the Assignment Documents on behalf of the Board shall be approvedSeller; and (b) an extra-ordinary general meeting of the shareholders of the Company to approve the matters set out 5.2.1.4 written confirmation 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 terms satisfactory to the Completion Date as follows: (i) By Purchaser that the mutual written consent Seller has notified to the relevant insurers the interest of the Purchaser in all property, assets and rights associated with the Interests and the SellerLicensed Interest Documents. (ii) By 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, upon written notice approvals, 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 a copy, certified as a true copy and in full force and effect by a director or the secretary of 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 a resolution of the Transactions (which term for the purposes board 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 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, directors of the Purchaser contained authorising a person or persons to execute this Agreement and the Assignment Documents on behalf of the Purchaser; 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, which violation, breach or inaccuracy would cause any . The Parties acknowledge the essential nature of this provision. 5.3 Each of the conditions set forth 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, in Clause 3.1 and/or 3.3 not order to be satisfied as effect the transfer of the Completion Date, and such violation, breach or inaccuracy has not been waived by the Seller or cured by Interests to the Purchaser within 20 (twenty) Business Days after receipt by and to implement the Purchaser transactions contemplated hereunder and otherwise to carry out the true intent 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 Clause 5.4 above, (i) 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 provisions of 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 appointed on the Board in accordance with Clause 6.2 shall resign with immediate effect.

Completion. 5.1. Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3, 7.1 Completion shall take place at the head offices of the Company in Istanbul, Turkey at 11:00 a.m. on the Completion Date. 5.2. The obligations of each of 7.2 At Completion the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. On the Completion 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: (a) the appointment of directors nominated by the Purchaser 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 benefit of the Purchaser and the Seller. Dogus) do those things listed in Part A (ii) By Transfer obligations), in so far as applicable to the Seller, upon written notice 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, if and Part C (Purchaser’s obligations) of Schedule 2 (Completion arrangements). Completion shall take place in accordance with Part D (General) of Schedule 2 (Completion arrangements). 7.3 Neither 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 Purchaser nor the Seller shall not be entitled obliged to terminate this Agreement pursuant to this Clause 5.4(ii) if Seller’s breach of this Agreement has prevented or materially delayed complete the consummation sale and purchase of the Transactions (which term for Shares unless the purposes sale and purchase of this Clause 5.4(ii) shall not include all 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 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 Shares under this Agreement so and all the Shares (as to cause any 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 the last of the conditions set forth in Clause 3.2 and/or 3.3(i) not steps that has 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 taken prior to the Long Stop Date. (v) By occurrence of Completion having been taken. With effect from Completion, 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 Clause 5.4 above, (i) this New Shareholders’ Agreement shall become void and of no further 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); providedor (B) Dogus or the Purchaser under sub-clauses 5.3, however5.4 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 5.5 and Clauses 1 7 shall apply to Completion as so deferred); or (Definitions and Interpretation), 11 D) proceed to Completion as far as practicable (Announcements and Confidentiality), 12 (Notices), 13 (Governing Law, Disputes and Jurisdiction), 14.1 (Entire without limiting its rights under this Agreement), 14.6 ; or (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (SupersessionE) and 14.11 (Expenses) shall survive the termination of terminate this Agreement indefinitely by notice in writing to the 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 nothing herein there is more than one non-defaulting party, such non-defaulting parties shall relieve 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 party’s right to claim damages from any liability the other in respect thereof): (A) all obligations of the Parties shall end (except for fraud or any breach of the provisions of this Agreement prior 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 such terminationexist; (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 (and Dogus) on demand on an after-Tax basis for all costs and expenses reasonably incurred by the Seller (and Dogus); and (iiC) if applicablein circumstances in which the termination has resulted solely from the failure of the Seller to fulfil its obligations under sub-clause 7.2 and Schedule 2 (Completion arrangements), the Observer Seller will indemnify the Purchaser (and Dogus) 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 no longer be entitled make (or procure the Company to attend the meetings make) any notifications of the Board (transfer of the Shares as may be required by law or any committee thereof) regulation and the nominees of Seller shall provide such assistance as the Purchaser appointed on the Board may reasonably require in accordance with Clause 6.2 shall resign with immediate effectmaking such notifications.

Completion. 5.1. Subject (a) The obligations of the Subscriber under this Agreement to deposit the Subscription Funds at Completion are conditional upon the 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 Warranties remaining true and accurate in all material respects at Completion; (iii) the passing of the resolutions referred to in Clause 4.2 (b) herein; (iv) the results of the due diligence regarding Intellectual Property Rights and scientific and regulatory matters relating to the Company and its operations conducted by the Subscriber and/or his/her advisers being satisfactory to the 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 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 in Clause 4.3 (c) herein; (bb) For the avoidance of doubt, the Subscriber herein h▇▇▇▇▇ agrees and undertakes to do all things and take all steps as 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 Clauses 3.1, 3.2 and 3.3, Completion shall take place on the Completion Date. 5.2. The obligations of each of the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously complied this Agreement with and are fully effective. 5.3. On the Completion Date: (i) Subject to deductions pursuant to Clause 4.4, the Purchaser shall remit the Purchase Consideration (in immediately available funds) respect to the Sellerother Party’s Bank Accountobligations only on such terms and conditions as it may deem appropriate. (iid) The Seller shall (a) provide to its Depository Participant duly executed DP Instructions in In the prescribed form for the transfer event of any of the Sale Shares to the Demat Account of the Purchaser (details of which shall be provided to the Seller conditions in writing as soon as practicable after the Execution Date); Clause 3.1(a) and/or (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: (a) the appointment of directors nominated not being satisfied or waived by the Purchaser on Company and/or the Board shall be approved; and Subscriber (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 by 15 April 2021 (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 may agree in writing (“Long Stop Date”); provided that the Seller shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(iiwriting) 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 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 Clause 5.4 above, (i) 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 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 and save as aforesaid no Party shall have any further liability under or pursuant to the provisions of this Agreement provided that such termination shall be without prejudice to the accrued rights and liabilities of the Parties occurring 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 appointed on the Board in accordance with Clause 6.2 shall resign with immediate effect.

Completion. 5.1. Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3, 6.1 Completion shall take place on the Completion DateDate at the offices of the Purchaser’s or the Seller Lawyers, in each case taking into account applicable tax considerations, or at such other place as is agreed in writing by the Seller and Purchaser. 5.26.2 At Completion the Seller shall undertake those actions listed in Part 1of Schedule 2 (Completion Arrangements) and the Purchaser shall undertake those actions listed in Part 2 of Schedule 2 (Completion Arrangements). The Payment of the Closing Amount to the Seller’s Designated Account shall discharge the obligations of each 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 Parties Closing Amount between the Relevant Sellers. 6.3 If: (i) the Seller breaches its obligations under Clause 5.3 below are interdependent 6.2 and under paragraph 1, 2.3, 2.5, 3.2, 3.4, 3.5, 3.6 or 3.7 of each other. The 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 Completion Date, the Seller (in the case of a breach by the Purchaser) or the Purchaser (in the case of a breach by the Seller) shall not occur unless all be obliged to complete this Agreement and the 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 obligations specified in basis set out in, Clause 5.3, have been simultaneously complied with and are fully effective13.5. 5.3. On 6.4 Immediately following Completion but on the Completion Date: (ia) Subject to deductions pursuant to Clause 4.4, the Purchaser shall remit procure that each relevant Group Company repays to the Purchase Consideration (in immediately available funds) to relevant member of the Seller’s Bank Account. Group (iiother than another Group Company) The Seller the amount of any Estimated Intra-Group Financing Payables in respect of that Group Company, and shall (a) provide to its Depository Participant duly executed DP Instructions in acknowledge on behalf of each relevant Group Company the prescribed form for the transfer payment of the Sale Shares to the Demat Account of the Purchaser (details of which shall be provided to the Seller Estimated Intra-Group Financing Receivables in writing as soon as practicable after the Execution Dateaccordance with Clause ‎6.4(b); (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: (a) the appointment of directors nominated by the Purchaser 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 procure that each relevant member of the Seller’s breach Group (other than a Group Company) repays to the relevant Group Company the amount of this Agreement has prevented or materially delayed the consummation any Estimated Intra-Group Financing Receivables in respect of that Group Company, and shall acknowledge on behalf of each relevant member of the Transactions (which term for Seller’s Group 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 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 payment 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, nonEstimated Intra-appealable order preventing or otherwise prohibiting the consummation of the Transactions. 5.5. If this Agreement is terminated prior to Completion Group Financing Payables in accordance with Clause 5.4 above,‎6.4(a). (i) this Agreement 6.5 The repayments made pursuant to Clause 6.4 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 provisions of 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 appointed on the Board adjusted in accordance with Clause 6.2 7.4 when the Closing Statement becomes final and binding in accordance with Clause ‎7.2(a). 6.6 The Parties agree that notwithstanding Clause 6.1, if any Local Transfer Document is required to be notarised, the relevant Parties shall resign execute such document on the Completion Date at a mutually convenient location where a notary with immediate effectthe required qualification will be present.

Completion. 5.1. Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3, 5.1 Completion shall take place at the Company’s office on the Completion DateDate at 5:00 p.m. (or at such other place and time as the parties may agree) when all the acts and requirement set out in this Clause 5 shall be complied with. 5.2. The obligations 5.2 On Completion, the Vendor and or the Company (as the case may be) deliver or procure the delivery to the Purchaser of each of all the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. On the Completion Datefollowing: (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 the Vendor delivers the relevant instruments of transfer and contract notes in the prescribed form for respect of the transfer of the Sale Shares to duly executed by the Demat Account Vendor in favour of the Purchaser (details or such other nominee(s) as the Purchaser may direct and such other documents as may be required to give a good and effective transfer of which shall be provided title 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 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 Purchaser.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) The Seller shall, 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 extent it is able 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 do the Company (including its constitutional documents); and provided that, if the Purchaser so through exercise agrees, delivery of its voting rightsall 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). 5.3 On Completion, the Company shall procure that a Board meeting is held of the shareholders/directors (as appropriate) of the Company at which the following business such matters shall be transacteddealt 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 appointment Sale Shares in the name of directors nominated by the Purchaser on in the Board shall be approvedCompany’s share register; and (b) an extra-ordinary general meeting amending the memorandum and articles of the shareholders association 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 as may be terminated on or required by the Purchaser in writing prior to the Completion Date Completion. 5.4 Against performance of the obligations by the Vendor and or the Company (as followsthe case may be) under Clauses 5.2 and 5.3 above, the Purchaser shall: (ia) By cause to be delivered to the mutual written consent Vendor the Consideration Shares to be registered in the name of the Vendor or its nominee, on the book of the Purchaser and by the SellerPurchaser’s transfer agent ; and (b) deliver to the Vendor a certified copy of the directors’ resolutions of the Purchaser approving this Agreement. (ii) By 5.5 If the SellerVendor or the Company, upon written notice 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, 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);Purchaser may: (iiia) By defer Completion to a day not later than 14 days after the Purchaser, upon written notice to the Seller, if the conditions set out in Clauses 3.2 date fixed for Completion (and 3.3 have not been satisfied (or 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 Clause 5.4 above, (i) this Agreement shall become void and of no further force and effect; provided, however, that the provisions of this Clause 5.5 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 have complied with their obligations; or (c) rescind this Agreement without liability on its part. 5.6 The parties to the Agreement confirm and agree that Clauses 1 (Definitions and Interpretation), 6 to 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 provisions of 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 appointed on the Board in accordance with Clause 6.2 shall resign with immediate effectCompletion.

Completion. 5.1. Subject 5.1 On a date to be nominated by the conditions 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 3.1clauses 3.1(d)(iii) and (iv), 3.2 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 3.3, Completion 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. The obligations of each of 5.2 As soon as reasonably practicable following the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless date on which all of the obligations specified in Clause 5.3Conditions set out at clauses 3.1(a), (b), (c) and (d)(i) have been simultaneously complied 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 are fully effective. 5.3the confirmation of the court to the Prudential Reduction of Capital (the “Court Sanction Date”). On the Completion Date: (i) Subject to deductions pursuant to Clause 4.4Upon arranging such date, the Purchaser shall remit the Purchase Consideration (in immediately available funds) promptly give notice to the Seller’s Bank AccountParent of such date. (ii) 5.3 The Seller shall (a) provide to its Depository Participant duly executed DP Instructions in Purchaser and 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, prior to the extent it is able Court Sanction Date, agree to do so through exercise appropriate mechanics regarding the documents to be delivered pursuant to Schedule 3 such that the court will be prepared to sanction the Scheme of its voting rightsArrangement and the Prudential Reduction of Capital. 5.4 The Purchaser and the Seller respectively shall ensure that the instrument of transfer and bought notes and the sold notes referred to in paragraphs 1(a), procure that a Board meeting is held at which 1(b) and 5(a) of Schedule 3 shall not be executed in Hong Kong. 5.5 At Completion, the following business parties shall be transacted: comply with their respective obligations in Schedule 3 (aCompletion Arrangements) in accordance with the appointment of directors nominated by the Purchaser on the Board shall be approved; and (b) an extra-ordinary general meeting of the shareholders of the Company to approve the matters timeframes set out in Clause 5.3(iii)(a) that schedule. 5.6 Each party acknowledges and the amendment agrees that following Completion, none of the Articles of Association parties 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 rescind this Agreement pursuant agreement and, accordingly, each party, to this Clause 5.4(ii) if Seller’s breach the maximum extent permitted by Law, waives all and any rights of rescission it may have in respect 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 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 Transactionsagreement. (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 Clause 5.4 above, (i) 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 provisions of 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 appointed on the Board in accordance with Clause 6.2 shall resign with immediate effect.

Completion. 5.1. Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3, 4.1 Completion shall take place on immediately following execution by the Completion Dateparties of this Agreement. 5.2. The obligations of each of the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. 4.2 On the Completion Date: (i) Subject to deductions pursuant to Clause 4.4, the Purchaser Company and the Subscriber shall remit execute the Purchase Consideration (in immediately available funds) to the Seller’s Bank AccountWarrant Instrument. (ii) The Seller shall (a) provide to its Depository Participant duly executed DP Instructions in 4.3 On the prescribed form for Completion Date, 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 Company 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: (a) deliver to the appointment Subscriber as evidence of the authority of each person executing a document on the Company’s behalf a copy of the minutes of a duly held meeting of the board of directors nominated of the Company (or a duly constituted committee thereof) authorising (i) execution of the Subscription Agreement, the Warrant Instrument and the Warrant Certificates, (ii) the allotment and issue of the 2009 Preference Shares and (iii) the issue of the Warrants and, where such actions are authorised by a committee of the Purchaser board of directors of the Company, a copy of the minutes of a duly held meeting of the directors constituting such committee or the relevant extract thereof; (b) allot and issue the 2009 Preference Shares to the Subscriber credited as fully paid; (c) issue the Warrants to the Subscriber; (d) enter the Subscriber, or its nominee, in its register of members as a shareholder of the Company in respect of the 2009 Preference Shares, and confirm in writing to the Subscriber that the Subscriber is entitled to exercise its voting rights pursuant to the Articles at any subsequent meeting of the members of the Company, including the annual general meeting of the Company to be held on 13 May 2009; (e) enter the Board shall be approvedSubscriber, or its nominee, in the warrant register created under the terms of the Warrant Instrument in respect of the warrants issued to it; (f) execute and deliver a share certificate to the Subscriber or its nominee in respect of the 2009 Preference Shares; (g) execute and deliver the Warrant Certificates to the Subscriber or its nominee in respect of the Warrants; and (bh) pay an extra-ordinary general meeting of amount equal to the shareholders of Arrangement Fee to the Company Subscriber, to approve be satisfied by deduction from the matters Subscription Amount as set out in Clause 5.3(iii)(a) and the amendment of the Articles of Association shall be convened4.4. 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 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 4.4 On the Completion Date, and such violation, breach or inaccuracy has not been waived the Subscriber shall pay an amount equal to the Subscription Amount (less the Arrangement Fee) to a bank account nominated by the Seller or cured by the Purchaser within 20 Company (twentywhich nomination shall be made in writing at least three (3) 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 Datein advance). (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 Clause 5.4 above, (i) 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 provisions of 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 appointed on the Board in accordance with Clause 6.2 shall resign with immediate effect.

Completion. 5.1. Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3, 4.1 Completion shall take place on on, and in any event by no later than the first Business Day immediately after, the date of ATA Completion Dateat the offices of ▇▇▇▇▇▇▇▇▇ and May at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ (or at such other place as the parties may agree). 5.2. The obligations 4.2 On or before the date of each Completion, the Company shall procure that a meeting of the Parties under Clause 5.3 below are interdependent of each other. The Completion Board shall not occur unless all of be held at which the obligations specified in Clause 5.3, have been simultaneously complied with Board will approve and are fully effective. 5.3. On the Completion Dateauthorise: (ia) Subject the issue and allotment of the Subscription Shares, credited as fully paid, to deductions pursuant the Investor, 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 Clause 4.4, file all appropriate resolutions and forms with the Purchaser Registrar of Companies within the time limits prescribed for filing each of them. 4.3 On the date of Completion: (a) the Investor shall remit the Purchase Consideration (pay an amount in cash in immediately available funds) funds equal 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 Subscription Amount to the Demat Account of Company by electronic transfer to the Purchaser Company’s bank account (details of which shall be provided to the Seller Investor in writing as soon as practicable after at least 5 Business Days prior to Completion) and payment made in accordance with this sub-clause 4.3(a) shall discharge 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 obligations of the Sale Shares to the Demat Account of the Purchaser. Investor under clause 2.1 (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: (a) the appointment of directors nominated by the Purchaser on the Board shall be approvedSubscription); 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 followsshall: (i) By deliver to the mutual written consent Investor a copy 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 minutes 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 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 meeting of the Transactions. (iv) By the Seller (if the Seller is not Board referred to 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 Clause 5.4 above, (i) 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 provisions of this Agreement prior to such terminationclause 4.2; and (ii) if applicableprocure the crediting of the 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 Investor a share certificate in respect of the Subscription 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, promptly after Completion, the Observer shall no longer be entitled to attend Investor is registered as the meetings holder of the Board (or any committee thereof) and the nominees of the Purchaser appointed on the Board Subscription Shares in accordance with Clause 6.2 regulation 20 of the CREST Regulations unless the Investor has served notice pursuant to clause 2.3(b), when in such circumstances it shall resign with immediate effectenter the name of the Investor in the register of members in respect of the Subscription Shares.

Completion. 5.1. 5.1 Subject to fulfilment (or waiver by the conditions set out in Clauses 3.1, 3.2 and 3.3Purchaser) of the Conditions, Completion shall take place at 10:00 a.m. on the Completion Date, at 20/F, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇-▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ (or at such other place and time as may be agreed by the Parties in writing) when all (but not some only) of the events described in this Clause 5 shall occur. 5.2. The 5.2 At Completion, the Vendor and the Vendor Guarantor shall deliver to the Purchaser: 5.2.1 duly executed transfer form(s) in respect of all of the Sale Shares in favour of the Purchaser or its wholly owned subsidiary referred to in Clause 2 designated by the Purchaser or the nominee(s) of either of them together with (in respect of the 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 relevant CCASS participant(s) to effect the transfer(s) of the relevant Sale Shares through CCASS to the Purchaser or its wholly owned subsidiary referred to in Clause 2 designated by the Purchaser or 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 minutes of the meetings of directors, or the written approvals of the directors (as the case may be), of each of the Vendor and the Vendor Guarantor required to authorise the execution and completion of 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 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 this Agreement and that this Agreement constitutes the legal, valid and enforceable obligations of each of the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective.them; and 5.3. On the Completion 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 5.2.4 if Hong Kong stamp duty is payable on the transfer of the Sale Shares to the Demat Account Shares, a cheque drawn in favour of "The Government of the Purchaser (details Hong Kong Special Administrative Region" in the amount of which shall be provided to the Seller Vendor's 50% share of the estimated stamp duty payable in writing as soon as practicable after respect of the Execution Date); (b) procure its Depository Participant to duly acknowledge such DP Instructions; (c) deliver a copy of such acknowledgement to the Purchaser; sale and (d) use best endeavours to procure credit purchase of the Sale Shares to the Demat Account of the PurchaserShares. (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: (a) the appointment of directors nominated by the Purchaser 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 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 Clause 5.4 above, (i) 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 provisions of 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 appointed on the Board in accordance with Clause 6.2 shall resign with immediate effect.

Completion. 5.1. Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3, 4.1 Completion shall take place at the offices of the Purchaser’s Lawyers at 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 and on such other date as the Sellers and the Purchaser may agree. 4.2 On the Completion Date, the Purchaser will pay the Cash Purchase Price together with any late payment interest accrued thereon in accordance with Schedule 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 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. 5.2. The obligations of , the Notary will pay to each of the Parties under Clause 5.3 below are interdependent Sellers, by wire transfer of each other. The Completion shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. On the Completion 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 amount of the Sale Shares 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 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: (a) the appointment of directors nominated signed by the Purchaser 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 Sellers, the Purchaser and the SellerNotary on the Completion Date in the form attached hereto as part of Schedule 7 “Deed of Transfer”. (ii) By the Seller, upon written notice to 4.4 The Notary is a civil law notary with 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 Lawyers. Each 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 Sellers and 3.3 have not been satisfied (or 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 acknowledges that it 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 Clause 5.4 above, (i) 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 aware of the provisions of this Agreement prior to such termination; and the Ordinance containing Rules of Professional Conduct and Ethics (ii“Verordening beroeps- en gedragsregels”) if applicable, the Observer shall no longer be entitled to attend the meetings of the Board Royal Professional Organisation of Civil Law Notaries (or any committee thereof) Koninklijke Notariële Beroepsorganisatie). Each Seller as well as the Purchaser acknowledges and agrees that the nominees Purchaser’s Lawyers may advise and act on behalf of the Purchaser appointed on the Board in accordance with Clause 6.2 shall resign with immediate effectrespect to this Agreement and any agreements and/or any disputes related to or resulting from this Agreement.

Completion. 5.1. Subject to 4.1 This Agreement shall be completed forthwith upon the conditions set out signing of this Agreement at Hong Kong or at such other place or in Clauses 3.1, 3.2 and 3.3, Completion shall take place on any other manner as may be agreed between the Completion Dateparties. 5.2. The obligations 4.2 On or before Completion, Seller A and Seller B shall procure that the board of each directors of the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. On the Completion DateCompany pass resolutions: (i) Subject to deductions pursuant to Clause 4.4, the Purchaser shall remit the Purchase Consideration (in immediately available fundsa) to approve the Seller’s Bank Account. (ii) The Seller shall (a) provide to its Depository Participant duly executed DP Instructions in the prescribed form for registration of the transfer of the Sale Shares to the Demat Account Purchasers or its nominee(s) in accordance with the terms and conditions 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: (a) the appointment of directors nominated by the Purchaser on the Board shall be approvedthis Agreement; and (b) an extra-ordinary general meeting of the shareholders of the Company to approve the deal with and resolve upon such other 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 reasonably require for the purposes of this Clause 5.4(ii) shall not include the Financing); (iii) By the Purchaser, upon written notice giving effect to the Seller, if the conditions set out in Clauses 3.2 and 3.3 have not been satisfied (or 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 Clause 5.4 above, (i) 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 Agreement. 4.3 At Completion, Seller A shall deliver or procure to be delivered to the Purchasers: (Definitions and Interpretation)a) valid share certificate(s) for the Sale A Shares and, 11 if any such certificate is not in the name of Seller A, evidence satisfactory to the Purchaser that the Sale A Shares is beneficially owned by Seller A; (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 (Supersessionb) and 14.11 (Expensesvalid instrument of transfer(s) shall survive duly executed by Seller A in relation to the termination of this Agreement indefinitely and that nothing herein shall relieve any Party from any liability for fraud or any breach Sale A Shares in favour of the provisions of this Agreement prior to such termination; andrelevant Purchaser and/or its nominee; (iic) if applicable, the Observer shall no longer be entitled to attend the meetings a certified true copy of the Board (or any committee thereof) and the nominees resolution of the board of directors of the Company referred to in Clause 4.2; (d) such other document and deeds relating to the transactions contemplated hereby as may be required by the relevant Purchaser. 4.4 At Completion, Seller B shall deliver or procure to be delivered to the Purchasers: (a) valid share certificate(s) for the Sale B Shares and, if any such certificate is not in the name of Seller B, evidence satisfactory to the relevant Purchaser appointed on that the Board Sale B Shares is beneficially owned by Seller B; (b) valid instrument(s) of transfer duly executed by Seller B in accordance with relation to the Sale B Shares in favour of the relevant Purchaser and/or its nominee; (c) a certified true copy of the resolution of the board of directors of the Company referred to in Clause 6.2 shall resign with immediate effect4.2; (d) such other document and deeds relating to the transactions contemplated hereby as may be required by the relevant Purchaser.

Completion. 5.1. Subject to 9.1 Completion shall take place at the offices of NautaDutilh N.V. at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇ on the last day of the month in which fulfilment or waiver of the conditions set out in Clauses 3.1clause 4 (Conditions to Completion) takes place, 3.2 except that where less than five Business Days remain between such fulfilment and 3.3service and the last day of the month, Completion shall take place: (A) on the last day of the following month; or (B) at 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 Deeds of Transfer before the Notary. 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 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 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. 5.2. The obligations of each of the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. On the Completion 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 9.6 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: (a) the appointment of directors nominated by the Purchaser 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 receivable owing 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 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 Vodafone from the Purchaser or under sub-clause 2.3 is not reasonably capable of being cured prior less than the Estimated Vodafone Equalisation Consideration, Vodafone shall pay to Liberty Global an amount equal to any such shortfall (the “Estimated Equalisation Consideration Shortfall”). Vodafone shall pay the Estimated Equalisation Consideration Shortfall in cleared funds to the Long Stop Date. (vi) By Liberty Global Account on 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 first Business Day following Completion in accordance with Clause 5.4 above,clause 29. (i) this Agreement shall become void and of no further force and effect; provided, however, 9.7 In the event 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 Purchaser has not discharged its obligation to pay the termination of this Agreement indefinitely and that nothing herein shall relieve any Party from any liability for fraud or any breach of the provisions of this Agreement prior amount owing 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 appointed on the Board Liberty Global under sub-clause 2.3 in accordance with Clause 6.2 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 resign 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 Relevant Assigned Amount receivable owing to Liberty Global from the Purchaser pursuant to sub-clauses 2.3 and 9.

Completion. 5.1. Subject to the conditions set out in Clauses 3.1, 3.2 and 3.34.1 Unless otherwise agreed, Completion shall take place at the offices of the Company’s principal place of business on or before 5:00 p.m. on the Completion Date. 5.2. The obligations 4.2 On Completion: (a) the Vendors shall deliver to the 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 Parties under Clause 5.3 below are interdependent of Transaction Documents be executed and delivered by the parties thereto. 4.3 The Vendors and the Company hereby agree that each other. The Completion shall not occur unless all of the obligations specified 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 conclusion of the matters referred to in Clause 5.34.2 above, have been simultaneously complied with and are fully effective. 5.3. On the Purchaser shall within three Business Days from the Completion Date: (i) Subject issue and allot the Consideration Shares, credited as fully paid 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 each of the Sale Shares to the Demat Account of the Purchaser (details of which shall be provided to the Seller Vendors or as he/it may direct 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: (a) the appointment of directors nominated by the Purchaser 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 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 Clause 5.4 3 above, (i) 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 provisions of this Agreement prior to such termination; and (ii) if applicable, deliver to the Observer shall no longer be entitled to attend the meetings Vendors a copy of the Board (or any committee thereof) and the nominees register of members of the Purchaser appointed on evidencing the Board in accordance with Clause 6.2 shall resign with immediate effectissue and allotment of the relevant number of the Consideration Shares to the Vendors or their named allottees respectively.

Completion. 5.1. 5.1 Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3Clause 3, Completion shall take place on the Completion Date. 5.2. The obligations of each Date at the office of the Company (or at such other place as the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless may agree) where all of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effectiveevents described below shall occur. 5.3. 5.2 On Completion, the Completion DateVendors shall deliver to the Purchaser: 5.2.1 the 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 resolutions passed by the board of directors of the Company: (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 approving the transfer of the Sale Shares to the Demat Account of the Purchaser (details of which shall be provided Purchaser, subject only to the Seller in writing as soon as practicable after the Execution Date); instrument of transfer being duly stamped; (b) procure its Depository Participant to duly acknowledge such DP Instructions; (c) deliver a copy authorising the issue of such acknowledgement to the Purchaser; and (d) use best endeavours to procure credit new share certificate in respect of the Sale Shares in favour of the Purchaser; (c) approving the lodgement of a notice of transfer of the Sale Shares with ACRA and the making of such entries into the corporate records of the Company as may be necessary; and (d) approving the appointment of up to two individuals which may be nominated by the Purchase as directors of the Company, 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 Sale Shares; 5.2.4 the Service Agreements, duly executed by each of the 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 Demat Account 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 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. 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 (iii) The Seller shall, 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 it is able defaults which have occurred (without prejudice to do so through exercise their rights hereunder); or 5.4.3 rescind this Agreement provided that the Surviving Clauses shall survive the termination of its voting rights, procure that a Board meeting is held at which this Agreement. For the following business shall be transactedavoidance of doubt: (a) in the appointment of directors nominated by event that the Purchaser on Vendors are the Board Parties in default, the Vendors shall be approvedrefund the deposit sum referred to in Clause 4.1.1 forthwith to the Purchaser; and (b) an extra-ordinary general meeting of in 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 event that the Purchaser and or YY Group is the Seller. (ii) By Party in default, 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 Vendors shall not be entitled required to terminate this Agreement pursuant refund the deposit sum referred 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 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 Date4.1.1. (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 Clause 5.4 above, (i) 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 provisions of 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 appointed on the Board in accordance with Clause 6.2 shall resign with immediate effect.

Completion. 5.1. Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3, 10.1 Completion shall take place at the offices of ▇▇▇▇▇▇ N.V. in Amsterdam as soon as possible after the date on which the Completion Datelast Condition Precedent under clause 8.1 is satisfied or, where permitted, waived in writing by the relevant Party or Parties, save as the Seller and the Purchaser may agree otherwise in writing, which is expected to occur on or about five April 2012. 5.2. The obligations of each 10.2 Following the conclusion of the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all Economic Ownership Transfer Agreement and the execution of the obligations specified Deed of Assignment in Clause 5.3the Interim Period in accordance with clause 6.2, have been simultaneously complied 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 notarial deed of contribution in kind (akte van inbreng) (the “Deed of Contribution”) to be mutually agreed by the Seller 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 are fully effective. 5.3. On the Purchaser shall accept from the Seller on the Completion Date: (iA) Subject the Loan Notes and the Convertible Loan Note Agreement at a value equal to deductions pursuant 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 Clause 4.4convert 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. 10.3 To transfer the Business, on the Completion Date the Purchaser shall remit assume from the Purchase Consideration (in immediately available funds) Seller and the Seller shall transfer to the Seller’s Bank AccountPurchaser the Guarantees, whilst the Seller shall forthwith upon request of the Purchaser request the creditors of the Guarantees in writing for their consent to the transfer of the Guarantees to the Purchaser. (ii) The 10.4 To the extent any Employees are employed by Seller shall (a) provide and not by the Subsidiaries and have not been transferred to its Depository Participant duly executed DP Instructions in the prescribed form for Purchaser on the Completion Date as a result of the transfer of the Sale Shares to the Demat Account of the Purchaser such Employees (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: (a) the appointment of directors nominated by the Purchaser 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 rights and obligations under 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 employment agreements with such Employees 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 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 force at the Completion Date, and such violation, breach or inaccuracy has not been waived by the Seller or cured by ) will be transferred to the Purchaser within 20 by operation of law as a result of transfer of undertaking (twentyovergang van onderneming) 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 Clause 5.4 above,section 7:663 et sec. DCC. (i) this Agreement 10.5 The Purchaser shall become void and of no further force and effect; provided, however, that procure 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 due compliance with section 2:204b DCC in relation to the termination of this Agreement indefinitely and that nothing herein shall relieve any Party from any liability for fraud or any breach contribution in kind by means of the provisions Deed of this Agreement prior to such termination; and (ii) if applicableContribution, including the Observer shall no longer be entitled to attend the meetings preparation of the Board (or any committee thereof) description of the contribution and the nominees preparation of the Purchaser appointed on the Board in accordance with Clause 6.2 shall resign with immediate effectauditor’s statement.

Completion. 5.1. Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3, 4.1 Completion shall take place on the Completion Date. 5.2. The obligations immediately following signature and exchange of each of the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. On the Completion 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 transactedthis Agreement when: (a) the appointment of directors nominated by the Purchaser on the Board Sellers shall deliver or cause to 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 delivered to the Completion Date as follows:Purchaser (i) By transfers of the mutual written consent Shares duly completed in favour of the Purchaser and and/or its nominees notified by the Seller.Purchaser; (ii) By the Seller, upon written notice share certificates representing the Shares (or an express indemnity in a form satisfactory to the Purchaser, if Purchaser in the conditions set out in Clauses 3.1 and 3.3 have not been satisfied (or satisfied subject only case of any found 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 Financingmissing); (iii) By all the PurchaserStatutory and Minute Books of the 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 with effect from the end of the meeting of the Board of the Company referred to in sub-clause (d) below), upon written notice from ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ resigning office as Director and Secretary of the Company, executed as a deed in the agreed terms; (vi) the resignation of the auditors of the Company in accordance with section 394 of the Companies ▇▇▇ ▇▇▇▇, confirming that there are no circumstances connected with their resignation which should be brought to the Sellernotice of the members or creditors of the Company and that there are no fees due to them; (vii) the Service Agreement, if duly executed by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇; (viii) the conditions set out in Clauses 3.2 and 3.3 Property Licence duly executed by the Sellers; 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 Company shall have not been satisfied in full prior to Completion; (or c) all indebtedness due from the Company to any of the Warrantors (full particulars of which are contained in the Disclosure Letter but excluding remuneration accrued but not yet due for payment) shall have been satisfied in full without payment of interest prior to Completion; (d) the Sellers shall cause a meeting of the Board of the Company to be held at which the Board shall:- (i) appoint such persons as the Purchaser may nominate as Directors and Secretary of the Company; (ii) accept the letters of resignation referred to in sub-clause (a)(v) and (a)(vi) above; (iii) vote in favour of the registration of the Purchaser and/or its nominees as members of the Company subject only to the production 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 where applicablerequire) or waived so as (where applicableinter alia) on or before to reflect the Long Stop Date; provided that resignations and appointments referred to above. (f) the Purchaser shall not be entitled obliged to terminate complete this Agreement pursuant to this Clause 5.4(iiiunless the Sellers comply fully with the requirements of paragraphs (a), (b), (d), and (e) if Purchaser’s breach of this Agreement has prevented or materially delayed Clause; 4.2 Upon completion of all the consummation matters referred to in sub-clause 4.1 the Purchaser shall: (a) pay to the Sellers' Solicitors (whose receipt shall be a sufficient discharge therefor) the 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 Transactions.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) By the Seller Disclosure Letter; (if d) the Seller is Sellers shall not in material breach of the Seller Warranties, covenants or agreements under be obliged to complete this Agreement so as to cause any unless the Purchaser complies fully with the requirements of the conditions set forth in Clause 3.2 and/or 3.3(i) not to be satisfiedparagraphs (a), upon written notice to (b) and (c) of this Clause. 4.3 If in any respect either the Purchaser, if there has been a material inaccuracy of any statement Sellers 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 fail to comply with all the provisions of Clauses 4.1 and 4.2 on the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied as date for Completion then the other 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.them may: (va) By defer Completion to a date not more than 28 days after the Purchaser date for Completion set by this Clause 4 (if the Purchaser is not in material breach of the Purchaser Warranties, covenants or agreements under this Agreement and 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 Clause 5.4 above, (i) this Agreement shall become void and of no further force and effect; provided, however, that the provisions of this Clause 5.5 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 Clauses 1 remedies). 4.4 The Purchaser (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 (Expenseswith the reasonable cooperation of the Sellers) shall survive procure as soon as reasonably practicable following Completion and in any event within 28 days of Completion the termination of this Agreement indefinitely full and that nothing herein shall relieve any Party from any liability for fraud or any breach unconditional release of the provisions of 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) Personal Guarantee and the nominees Purchaser shall fully indemnify the Sellers against any liability, loss, cost or claim arising out of or in connection with the Purchaser appointed on the Board in accordance with Clause 6.2 shall resign with immediate effectPersonal Guarantee at any time after Completion.

Completion. 5.1. Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3, 14.1 Completion 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). 5.2. The obligations 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 Completion and (ii) each of the Parties under Clause 5.3 below are interdependent of each other. The Completion actions set forth therein shall not occur unless all be conditional upon the completion of the obligations specified performances of all other actions expressed to be performed, executed or delivered at Completion in accordance with this Clause 5.3, have been simultaneously complied with and are fully effective14.3. 5.3. On 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 fully effect the Completion 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 Accounttransactions contemplated by this Agreement. (ii) The Seller shall (a) provide to its Depository Participant duly executed DP Instructions in 14.5 If the prescribed form for Sellers on 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: (a) the appointment of directors nominated by one hand or the Purchaser on the Board shall be approved; and (b) an extra-ordinary general meeting other hand fail to perform or procure the performance of any of the shareholders 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 one or more of the Company Sellers failed to approve the matters set out in Clause 5.3(iii)(a) perform and the amendment of the Articles of Association shall be convened. 5.4. This Agreement Sellers may be terminated on or prior to the Completion Date as follows: (i) By the mutual written consent of if the Purchaser failed to perform, without prejudice to any other rights and the Seller. (ii) By the Sellerremedies available to it pursuant to this Agreement or applicable Law, upon by written notice to the Purchaser, if other Party: 14.5.1 terminate (beëindigen) this Agreement with immediate effect; 14.5.2 effect Completion on the conditions set out in Clauses 3.1 and 3.3 Completion Date insofar as practicable having regard to the default(s) that 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”)occurred; provided or 14.5.3 demand that the Seller Party not performing 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 perform the consummation of the Transactions relevant actions as soon as possible, but ultimately within ten (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 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 (twenty10) 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 Warrantiesdate set for Completion, 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 Clause 5.4 above, resulting in: (i) this Agreement shall become void and of no further force and effect; provideda postponed Completion on the 10th Business Day following the date such action is completed, 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 in which case the provisions of this Agreement prior apply as if the date to such termination; and which Completion is postponed is the date initially set for Completion, or (ii) if applicable, the Observer shall no longer be entitled to attend the meetings termination (beëindiging) of the Board (or any committee thereof) and the nominees of this Agreement with immediate effect by the Purchaser appointed on (in case the Board defaulting party is a Seller) or the Sellers (in accordance with Clause 6.2 shall resign with immediate effectcase the defaulting Party is the Purchaser), if the defaulting Party has not performed the relevant actions within such period.

Completion. 5.1. Subject to 5.1 Completion of the conditions set out in Clauses 3.1, 3.2 sale and 3.3, Completion purchase hereby agreed shall take place on immediately following the Completion Dateexecution and exchange of this Agreement at the offices of the Purchaser’s Solicitors (or at such other place as the Vendor and the Purchaser shall agree). 5.2. The obligations of each of 5.2 At Completion, the Parties under Vendor (and NPS Ltd with respect to Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of 5.2 (v), (vi) and (vii)), shall: (a) deliver or cause to be delivered to the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. On the Completion DatePurchaser: (i) Subject to deductions pursuant to Clause 4.4, a copy of this Agreement duly executed by the Purchaser shall remit the Purchase Consideration (in immediately available funds) to the Seller’s Bank AccountVendor. (ii) The Seller all physical items among the 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 Contracts and/or Assets together with the appropriate release; (iv) written confirmation all third-party consents required to give the Purchaser the full benefits of the Assets; (v) a copy of the minutes 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, in an agreed form, of 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, 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) provide Make the payment referred to its Depository Participant duly executed DP Instructions in Clause 4.2 (b) deliver or cause to be delivered to the prescribed form for the transfer Vendor: (i) a copy of the Sale Shares to minutes of the Demat Account meeting of the directors of the Purchaser authorising the purchase of the Contracts and Assets for the Consideration and authorising the execution by the Purchaser of this Agreement; and (details of which shall be provided to the Seller in writing as soon as practicable after the Execution Date); (bii) 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 this Agreement duly executed by the Purchaser. (iii) The Seller shall, to a copy of 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: (a) the appointment of directors nominated License Agreement duly executed by the Purchaser 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 convenedPurchaser. 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 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 Clause 5.4 above, (i) 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 provisions of 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 appointed on the Board in accordance with Clause 6.2 shall resign with immediate effect.

Completion. 5.1. 5.1 Subject to fulfilment or waiver of all the conditions set out in Clauses 3.1, 3.2 and 3.3Conditions, Completion shall take place on the Completion DateDate at such place as the Parties may agree when all (and not part only) the acts and requirements set out in Clauses 5.2 and 5.3 shall be complied with. 5.2. The obligations of each of 5.2 At Completion, the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. On the Completion DateSeller shall: (ia) Subject deliver to deductions pursuant to Clause 4.4, the Purchaser shall remit duly completed and signed stock power forms, authorising and instructing the Purchase Consideration (in immediately available funds) Share Registrar 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 record ownership of the Sale Shares to the Demat Account account of the Purchaser (details of which shall be provided to in 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 share register 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: (a) the appointment of directors nominated by the Purchaser on the Board shall be approvedCompany; and (b) an extra-ordinary general meeting of the shareholders of procure 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 deliver to the Completion Date as follows: (iPurchaser a share certificate(s) By in the mutual written consent name of the Purchaser and in respect of the Seller.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): (ii) By 5.3 At Completion, the Seller, upon written notice Purchaser shall pay 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 an amount equal to the Seller, if Consideration in the conditions manner set out in Clauses 3.2 and 3.3 have 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 been satisfied take place on the Completion Date (the “Intended Completion Date”) due to the Purchaser or satisfied subject only 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 where applicableon that date, to the extent that the Non-Defaulting Party is ready, able and willing to do so, and specify a later date by which the Defaulting Party shall be obliged to complete its relevant outstanding obligations; (b) or waived (where applicable) on or before elect to defer Completion to a Business Day no later than the Long Stop Date; provided that the Purchaser shall not be entitled to or (c) 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 TransactionsAgreement. (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 Clause 5.4 above, (i) 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 provisions of 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 appointed on the Board in accordance with Clause 6.2 shall resign with immediate effect.

Completion. 5.1. Subject At Completion, the Vendor shall: (a) deliver or cause to be delivered to the conditions set out in Clauses 3.1, 3.2 and 3.3, Completion shall take place on the Completion Date. 5.2. The obligations of each of the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. On the Completion DatePurchaser: (i) Subject evidence reasonably satisfactory to deductions pursuant to Clause 4.4, the Purchaser shall remit that the Purchase Consideration Conditions Precedent in Clause 4.1 (in immediately available funds) which are applicable to the Seller’s Bank Account.Vendor) of this Agreement have been fulfilled; (ii) The Seller instrument of transfer and the bought and sold notes of the Sale Shares duly executed by the Vendor as registered holder thereof in favour of the Purchaser together with the related share certificate(s); (iii) Employment Agreements duly executed by each of the Key Management and the Company; (1) all statutory records and minute books (which shall be duly written up as at the Completion Date) and accounting records including an original copy of the memorandum and articles of association or other equivalent constitutional documents, certificate of incorporation and business registration certificates, business licence, governmental approval letters and certificates (aif any), common seal, authorised chops, share certificate books and other statutory records of the Company; (2) provide all tax returns and assessments of the Company (if applicable) (receipted where the due dates for payment fell on or before the Completion Date); (3) copies of all correspondence, if any, with its lawyers, accountants, tax or revenue departments, all other documents and correspondence, if any, relating to the business affairs of the Company; and (4) all title deeds, evidence of ownership and documents relating to assets owned by the Company (if any); provided that the above shall be deemed to have been delivered if they are located at the registered office or principal place of business of the Company; (v) a cheque made payable to “the Government of the HKSAR” for such amount representing the share of Hong Kong stamp duty which shall be borne by the Vendor as transferor of the Sale Shares in accordance with the Stamp Duty Ordinance; (vi) evidence reasonably satisfactory to the Purchaser showing that all loans or amounts due by the Company to its Depository Participant duly executed DP Instructions shareholders, directors or any other third party creditors have been fully waived or settled, save as the liabilities incurred in the prescribed form for ordinary course of business after the date of this Agreement and before the Completion; (vii) such other documents as may be reasonably required to give good title to the Sale Shares free from all Encumbrances and third party rights of any kind and to enable the Purchaser to become the registered holder thereof; (viii) a certified true copy of the resolutions of the board of directors of the Vendor approving the transfer of the Sale Shares to the Demat Account Purchaser and the execution and performance 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: (a) the appointment of directors nominated this Agreement by the Purchaser on the Board shall be approvedVendor; and (bix) an extra-ordinary general meeting a certified true copy of the shareholders resolutions of the board of directors of the Company to approve approving the matters set out in Clause 5.3(iii)(a5.1(b); (b) and procure that the amendment following businesses be approved at a meeting of the Articles directors of Association shall be convened. 5.4. This Agreement may be terminated on or prior to the Completion Date as followsCompany: (i) By the mutual written consent directors of the Purchaser Company shall approve the transfer of the Sale Shares and the Seller.Purchaser and/or its nominee shall be duly registered as the holder of the Sale Shares in the register of members of the Company, subject to the articles of association of the Company; (ii) By the Seller, upon written notice directors of the Company shall resolve that the share certificate in respect of the Sale Shares be duly issued and delivered to the PurchaserPurchaser and/or its nominee, if subject to 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 articles of this Agreement has prevented or materially delayed the consummation association of the Transactions (which term for the purposes of this Clause 5.4(ii) shall not include the Financing)Company; (iii) By the Purchaser, upon written notice directors of the Company shall approve any of its directors to do all such acts and things and to sign any documents reasonably required to give effect to the Sellertransaction as contemplated under this Agreement. 5.2. At Completion, if against compliance with the conditions set out in Clauses 3.2 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before the Long Stop Date; provided that provisions of Clause 5.1, the Purchaser shall not deliver or cause to be entitled delivered the following documents to terminate the Vendor: (i) a certified copy of the resolutions passed by the board of directors of the Purchaser approving the execution and performance of this Agreement pursuant Agreement; (ii) evidence reasonably satisfactory to this the Vendor that the Conditions Precedent in Clause 5.4(iii4.1 (which are applicable to the Purchaser) if Purchaser’s breach of this Agreement has prevented or materially delayed have been fulfilled; (iii) instrument of transfer and the consummation bought and sold notes of the Transactions.Sale Shares duly executed by the Purchaser; (iv) By the Seller (if the Seller is not in material breach a copy of the Seller Warrantiesboard resolutions and, covenants or agreements under this Agreement so as to cause any if required, the resolutions of an extraordinary general meeting of TMRR approving the allotment and issue 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.Consideration Shares; (v) By a cheque made payable to “the Purchaser (if the Purchaser is not in material breach Government of the Purchaser Warranties, covenants or agreements under this Agreement so as to cause any of HKSAR” for such amount representing the conditions set forth in Clause 3.1 and/or 3.3 not to Hong Kong stamp duty which shall 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 borne by the Purchaser or cured by as transferee of the Seller within 20 (twenty) Business Days after receipt by Sale Shares in accordance with the Seller of written notice thereof from the Purchaser or is not reasonably capable of being cured prior to the Long Stop Date.Stamp Duty Ordinance; and (vi) By the Seller or the Purchaser, upon written notice documents as may be reasonably required to give good title to the other, if a court Consideration Shares free from all Encumbrances and third party rights of competent jurisdiction or any other Governmental Authority shall have issued a final, non-appealable order preventing or otherwise prohibiting kind and to enable the consummation of Vendor to become the Transactionsregistered holders thereof. 5.5. If this Agreement is terminated prior to Completion in accordance with Clause 5.4 above, (i) 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 provisions of 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 appointed on the Board in accordance with Clause 6.2 shall resign with immediate effect.

Completion. 5.1. 7.1 Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3remainder of this clause 7, Completion of the sale and purchase of the Shares shall take place on the Completion Date. 5.2. The obligations of each of the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. On the Completion 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 transactedon: (a) the appointment of directors nominated by the Purchaser on the Board shall be approved; and (b) an extra-ordinary general meeting of the shareholders of the Company later 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 followsoccur of: (i) By the mutual written consent of the Purchaser and the Seller. date falling twenty (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 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 (twenty20) Business Days after receipt by the Purchaser of written notice thereof from date on which the Seller or last Condition 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 Clause 5.4 above, (i) 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 provisions of this Agreement prior to such termination; and (ii) if applicablethe 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 Observer Sellers and the Buyer shall no longer be entitled perform, or procure the performance of, their respective obligations in relation to attend the meetings sale and purchase of the Board 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 (or including the Initial Purchase Price and any committee thereofadjustment 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 nominees of Buyer shall not be concerned to see to the Purchaser appointed on application thereof or be responsible for the Board 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 Clause 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 or by law, to, amongst other things, claim for damages). 7.5 If, at the 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 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 in writing (the “Extension Period”). During the Extension Period (i) clause 6.2 shall resign with immediate effectcontinue to apply to the Sellers, (ii) 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 this clause 7.

Completion. 5.1. 5.1 Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3, Completion as hereinafter provided completion shall take place at the Hong Kong Special Administrative Region on the Completion DateDate 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. 5.2. The obligations of each 5.2 On Completion the Vendor and the Company shall deliver and produce to the Purchaser :- (a) duly executed transfers and contract notes of the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all Sale Share in favour of the obligations specified Purchaser and/or such person(s) as the Purchaser may direct or nominate, accompanied by the relative share certificates in Clause 5.3respect of the Sale Share; (b) such shares or any documents of the Company as the Purchaser may require to enable the Purchaser and/or its representative or nominee to be registered as holders of the Sale Share; (c) written resolutions of the directors of the Company (as the Purchaser may require) approving and/or ratifying the entering into of this Agreement and the due performance thereof; (d) such written evidence as may be reasonably satisfactory to the Purchaser to prove that the directors of the Company have, have been simultaneously complied with before the signing of this Agreement duly made, and are fully effective.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 Law, the Articles of Association of the Company, and otherwise; 5.3. On (e) the Completion Dateoriginals as well as duly certified copies of the board resolutions of the then existing directors :- (i) Subject revoking all existing authorities to deductions pursuant to Clause 4.4, bankers in respect of the operation of its bank accounts and giving authority in favour of such persons as the Purchaser shall remit the Purchase Consideration (in immediately available funds) may nominate to the Seller’s Bank Account.operate such accounts; (ii) The Seller shall appointing such persons (awithin the maximum number permitted by the Articles of Association) 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 as the Purchaser (details of which shall be provided to the Seller in writing may nominate as soon as practicable after the Execution Date)directors; (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.and (iii) The Seller shall, approving the registration of the said share transfers subject to the extent it is able same being duly stamped; (f) the Existing Management Accounts which must show full compliance with the terms and conditions of this Agreement; (g) the statutory books of the Company which must be duly completed and written up to do so through exercise date; (h) all books, accounts, papers and records of its voting rightsthe Company; (i) the written resignations of all the then existing directors of Company from their directorships with acknowledgements signed by each of them in a form annexed hereto as Appendix 6 to the effect that they have no claim against the Company for compensation for loss of office, procure fees or disbursements or otherwise whatsoever; (j) the written resignations of the then existing Secretary of the Company if any to take effect on the date of completion with acknowledgements signed by each of them in a form annexed hereto as Appendix 6 to the effect that a Board meeting is held at which they have no claim against the following business Company for compensation for loss of office, fees or disbursements or otherwise whatsoever; (k) duly executed Share Mortgage Deed pursuant to Clause 2.2(i); (l) duly executed Escrow Deed pursuant to Clause 2.2(iii); (m) duly executed Deed of Settlement of Debt pursuant to Clause 2.2 (iv); (n) duly executed Guarantee Agreement pursuant to Clause 2.2(v); (o) duly executed Licence agreement pursuant to Clause 2.2 (vi); (p) all approval from the PRC authority for implementating matters arising in Clause 5.2 (a) to (o), if required. 5.3 Against compliance with the foregoing provisions the Purchaser shall be transactedpay or guarantee to pay and satisfy the balance of the Price in the manner specified in Clause 2. Also on completion the Purchaser shall deliver and produce to the Vendor :- (a) duly executed transfers and contract notes of the appointment Sale Share in favour of directors nominated the Vendor and/or such person(s) as the Vendor may direct or nominate, accompanied by the relative share certificates in respect of the Sale Share in accordance to the terms and conditions of the Share Mortgage Deed to be executed by the Purchaser on and deposit the Board shall be approved; andSale Share to the Escrow Agent in accordance to the terms and conditions of the Escrow Deed pursuant to Clause 2.2(iii); (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 such waivers and/or consents and/or resolutions signed by directors as follows:required; (ic) 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 duly executed Share Mortgage Deed 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 Financing2.2(i); (iiid) By duly executed Assignment of the PurchaserLanded Properties pursuant to Clause 2.2(ii) (if any or if not adjourned pursuant to Clause 2.2); (e) duly executed Escrow Deed pursuant to Clause 2.2(iii); (f) duly executed Guarantee Agreement Pursuant to Clause 2.2(v); (g) all approvals from both the PRC authority and its PRC Shareholder of the Subsidiary, upon written notice namely for implementating matters arising in Clause 5.3 (a) to the Seller(f), if the conditions set out in Clauses 3.2 and 3.3 have not been satisfied (or 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 Transactionsrequired. (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 Clause 5.4 above, (i) 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 provisions of 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 appointed on the Board in accordance with Clause 6.2 shall resign with immediate effect.

Completion. 5.1. Subject to 3.1 Completion of the sale and purchase of the Sale Shares shall take place on or before the second business day after the conditions set out in Clauses 3.1, 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 sale and 3.3, Completion purchase of the Sale Shares shall take place on in the Completion Dateoffice of the Vendor's principal place of business or elsewhere as may be mutually agreed in writing by the parties hereto when the following business will be simultaneously transacted. 5.2. (a) The obligations of each of Purchaser shall deliver to the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. On the Completion DateVendor: (i) Subject to deductions pursuant to Clause 4.4, banker's draft for HK$244,328,000 which together with the Purchaser shall remit Deposit being 50% of the Purchase Consideration (in immediately available funds) to purchase consideration of the Seller’s Bank Account.Sale Shares; and (ii) The Seller shall (a) provide to its Depository Participant duly executed DP Instructions in a promissory note of HK$321,760,000 being the prescribed form for balance of the transfer purchase consideration of the Sale Shares to the Demat Account be issued in favour 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; Vendor and (d) use best endeavours to procure credit of secured by the Sale Shares to the Demat Account and guaranteed by ▇▇▇▇ ▇., such promissory note shall carry an interest rate of the Purchaser7 1/2% per annum for a period of six (6) months. (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: (a) the appointment of directors nominated by the Purchaser 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 The Vendor shall be convened. 5.4. This Agreement may be terminated on or prior deliver to the Completion Date as followsPurchaser or its nominee(s) the following: (i) By the mutual written consent sold note(s) (if any, in so far as relevant) and instrument(s) of transfer in favor of the Purchaser and/or its nominee(s) in respect of the Sale Shares and shares of the Seller.Subsidiaries not registered in the name of the Company all duly executed by the Vendor or its nominee(s); (ii) By original certificates in respect of the Seller, upon written notice to the Purchaser, if the conditions set out in Clauses 3.1 and 3.3 have not been satisfied Sale Shares (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 Financingconfirmation by CCASS); (iii) By the Purchaser, upon written notice to the Seller, if the conditions set out a banker's draft drawn in Clauses 3.2 and 3.3 have not been satisfied (or 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 favor of the Transactions.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) By the Seller (if the Seller is not in material breach such other documents as may be required to give a good and effective transfer 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 title 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 Sale Shares to the Purchaser contained in this Agreement, which violation, breach or inaccuracy would cause any of and/or its nominee(s) and to enable it/them to become 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 (twentyregistered holder(s) 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.thereof; and (v) By the Purchaser (if the Purchaser is not in material breach all statutory books, certificates of incorporation, common seals, records and books of accounts of the Purchaser Warranties, covenants or agreements under this Agreement so as to cause any of Company and its subsidiaries (the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied"Group"), 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. (vic) By the Seller or the Purchaser, upon written notice to the other, if The Vendor will cause a court of competent jurisdiction or any other Governmental Authority shall have issued a final, non-appealable order preventing or otherwise prohibiting the consummation meeting of the Transactions. 5.5. If this Agreement is terminated prior board of directors of each of the Company and the subsidiaries (if applicable) to Completion in accordance with Clause 5.4 above,be held at which resolutions shall be passed to: (i) this Agreement shall become void appoint such persons as the Purchaser may nominate as directors 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 secretaries of the provisions Company and the subsidiaries (if applicable) all to take effect from the Completion Date; (ii) amend all banking authorisations, instructions and mandates of this Agreement prior to the Group in such terminationmanner as the Purchaser may require, with effect from the effective date of the changes under sub-paragraph (i) above; and (iiiii) if applicable, the Observer shall no longer be entitled approve (subject to attend the meetings stamping) such transfers of the Board (or any committee thereof) Sale Shares and shares of the Subsidiaries and the nominees registration of the Purchaser appointed on relevant shares in the Board name of the Vendor or its nominee(s) as contemplated in accordance with Clause 6.2 shall resign with immediate effect3.2(b)(i).

Completion. 5.1. ‌ 7.1 Subject to fulfilment of all the conditions set out in Clauses 3.1, 3.2 and 3.3Clause 4.1 or the effective waiver thereof in accordance with the terms of this Agreement, Completion shall take place at or before 4:00 p.m. (Hong Kong time) on the Completion DateDate at such place as shall be agreed by the parties hereto when all of the business required under Clause 7 shall be transacted. 5.2. The obligations of 7.2 At Completion, each of the Parties under Clause 5.3 below are interdependent of each other. The Completion Vendors shall not occur unless all deliver or cause to be delivered to the Purchaser: (1) valid transfer form in respect of the obligations specified Sale Shares to be transferred in Clause 5.3, have been simultaneously complied accordance with this Agreement duly executed by such Vendor in favor of the Purchaser or as it may direct accompanied by the respective share certificates (or an express indemnity in a form satisfactory to the Purchaser in the case of any certificate found to be missing) and are fully effectivethe Stamp Duty Documents. 5.3. On (2) a copy (certified by a duly appointed officer as true and correct) of a resolution of the Completion Dateboard and/or supervisory board (as necessary to provide valid authorization) of directors of such Vendors (or, if required by the law of its jurisdiction or its Constitutional Documents, of its shareholders) approving the sale of the Sale Shares to be transferred to the Purchaser in accordance with this Agreement and authorizing the execution and delivery of and the performance by the relevant Vendor of its obligations under this Agreement an all other documents and agreements ancillary or pursuant hereto or in connection herewith, and the execution hereof (where necessary) under the common seal or company chop of the relevant Vendor; (3) a copy (certified by a duly appointed officer as true and correct) of a resolution of the board and/or supervisory board (as necessary to provide valid authorization) of directors of the Target: (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 approving the transfer of the Sale Shares to the Demat Account Purchaser under this Agreement (subject to payment of all applicable stamp duty under the Stamp Duties Act (Chapter 312 of the Purchaser (details Laws of which shall be provided to the Seller in writing as soon as practicable after the Execution DateSingapore); (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: (a) the appointment of directors nominated by the Purchaser 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 approving all matters contemplated under 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)Proposed Acquisition; (iii) By approving the issue of a share certificate in respect of the Sale Shares in favor of the Purchaser; (iv) approving the update of the relevant register of the Target maintained with the Singapore Accounting and Corporate Regulatory Authority as may be required to reflect the Purchaser as the holder of the Sale Shares; and (v) if requested by the Purchaser, upon written notice revoking the existing mandates given by the Target to its bankers and changing such mandates in favor of such persons as the Purchaser may nominate. 7.3 At Completion, the Vendors shall deliver or cause to be delivered to the SellerPurchaser: (1) in respect of the Target, the certificate of incorporation, common seal (if it exists), share register or ledger and share certificate book (with any unissued share certificates, company chops, business registration certificate) and all minute books and other statutory books (which shall be written up to but not including Completion) or such equivalent items in the relevant jurisdiction as are kept by the Target or which the law of the jurisdiction of incorporation of the Target requires it to keep; (2) such waivers or consents as the Purchaser may reasonably require signed by members of the Target to enable the Purchaser to be registered in the register of members of the Target as a holder of any and all the Sale Sales; 7.4 Against compliance with the provisions of Clauses 7.2 and 7.3, at Completion, the Purchaser shall deliver (or ensure that there is delivered to each of the Vendors) a copy of a resolution (certified by a duly appointed officer as true and correct) of the board and/or supervisory board (as necessary to provide valid authorization) of directors of the Purchaser (or, if required by the conditions set out law of its jurisdiction or Constitutional Documents, of its shareholders) authorizing the execution of and the performance by the relevant company of its obligations under this Agreement. 7.5 Against compliance with the provisions of Clauses 7.2 and 7.3, at Completion, CFE shall: (1) duly allot and issue to each of the Vendors (or their respective nominees) such number of Consideration Shares as specified in Clauses 3.1 in the manner as specified in Clauses 3.2 and 3.3 have not been satisfied and shall promptly register the Vendors and/or their respective nominees as members in respect of such Consideration Shares; (2) deliver to the Vendor (or satisfied subject only its nominee) the definitive certificates in respect of such Consideration Shares in favor of the Vendor (or its nominees); (3) duly issue to each of the Vendors (or their respective nominees) such number of Convertible Bonds as specified in Clauses 3.1 in the manner as specified in Clauses 3.2 and 3.3 and shall promptly register the Vendors and/or their respective nominees as holders in respect of such Convertible Bonds; and (4) deliver to each of the Vendors (or their respective nominees) the definitive certificates and bond instruments in respect of such Convertible Bonds in favor of the Vendors and/or their respective nominees. 7.6 No Party shall be obliged to perform any of its obligations under Clauses 7.2, 7.3, 7.4 and 7.5 unless the other Party performs its obligations under such Clauses. 7.7 If the obligations under Clauses 7.2 and 7.3 are not complied with by any Party on the Completion where applicableDate, the Purchaser (if any of the Vendors is a defaulting Party) 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 Vendors (if the Seller Purchaser is not in material breach of a defaulting Party) may, without prejudice to its or their (as the Seller Warranties, covenants or agreements case may be) rights hereunder: (1) defer Completion to a date falling within sixty (60) days after the original Completion Date specified under this Agreement (so that the provisions of this Clause shall apply mutatis mutandis to such deferred Completion Date); or (2) proceed to Completion so far as practicable without prejudice to cause any of its or their (as the conditions set forth in Clause 3.2 and/or 3.3(icase may be) not to be satisfied), upon other rights hereunder; or (3) serve a written notice to the Purchaser, Vendors (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 Vendors is a defaulting Party) 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 a defaulting Party) 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 terminate this Agreement, in 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 Clause 5.4 above, (i) case this Agreement shall become void lapse and be of no further effect (save that Clauses 1, 8, 9, 12, 13 and 14 hereof shall continue to apply in full force and effect; provided, however, that the provisions of this Clause 5.5 and Clauses 1 (Definitions and Interpretationeffect thereafter), 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 provisions of 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 appointed on the Board in accordance with Clause 6.2 shall resign with immediate effect.

Completion. 5.1. Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3, Completion shall take place on the Completion Date. 5.2. The obligations Date at the offices of the Purchaser's Solicitors when:- the Vendor shall deliver to the Purchaser, or procure the delivery to the Purchaser of, the documents and other items referred to in Schedule 3; the Vendor and the Purchaser shall jointly procure:- that there shall be held a Meeting of the Board of Directors of the Company and of each of the Parties Subsidiaries at which there shall be duly passed Resolutions set out and contained in Board Minutes of the Company and of the Subsidiaries in the Agreed Form marked "C1" to "C3" respectively; and that there shall be held an Extraordinary General Meeting of the Company and of each of the Subsidiaries at which there shall be duly passed Resolutions set out and contained in a Notice of Meeting of the Company and of each of the Subsidiaries in the Agreed Form marked "D1" to "D3" respectively; the Purchaser shall:- pay the sum of $1,856,404 to the Vendor in accordance with Clause 3.4 or as the Vendor may direct in writing by way of transfer of funds; procure that EL executes the E5 Assignment, the Distribution Agreements and the Transitional Services Agreement and delivers the same to the Vendor; and procure that Redac Limited executes the Termination Letter and delivers the same to the Vendor; and procure that EL repays to the Vendor $4,443,596 representing the agreed equivalent in dollars of the Inter-Company Debt less £400,000 owed to the Vendor. The performance by the Vendor of its obligations under Clause 5.3 below are interdependent 4.1 shall be a condition precedent to the performance by the Purchaser of each other. The Completion its obligations under Clause 4.1 to the intent that, if the Vendor shall not occur unless all fail or shall be unable to perform any of the its obligations specified in under Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. On the Completion Date: (i) Subject to deductions pursuant to Clause 4.44.1, the Purchaser shall remit at its option (and without prejudice to any other remedies or rights which it may have against the Purchase Consideration (Vendor in immediately available fundsrespect of such non-performance) cease to the Seller’s Bank Account. (ii) be liable to perform its obligations under Clause 4.1. 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 Vendor confirms and agrees that no interest 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: (a) the appointment of directors nominated by the Purchaser due or payable on the Board shall be approved; and (b) an extraInter-ordinary general meeting of the shareholders of the Company to approve the matters set out in Clause 5.3(iii)(a) Debt left outstanding 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 Vendor shall not be entitled to terminate this Agreement demand repayment in respect thereof until 31 December 2002 or the preceding Business Day, when the Purchaser shall procure that EL repays £400,000 to the Vendor representing the balance of the Inter-Company Debt. Notwithstanding the foregoing, if EL receives full payment of each of the sums due from Bateleur ▇▇▇▇▇▇ Financial Systems (Pty) Limited (in relation to South Africa) and Saudi Aramco (in relation to Saudi Arabia); being £120,319.72 and £178,315.10 respectively prior to 31 December 2002, the Purchaser shall procure that £200,000 of that Inter-Company Debt left outstanding pursuant to this Clause 5.4(ii) if Seller’s breach 4.1.3.4 shall be repaid by the Company within 10 Business Days of this Agreement has prevented or materially delayed receipt of such sums. To the consummation extent that the Inter-Company Debt is not repaid by 31 December 2002, interest shall accrue thereon at the rate of 1% per month before as well as after judgment. The Vendor confirms that it will ensure that the relevant proportion 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 Inter-Company Debt repaid to the Seller, if Vendor pursuant to Clause 4.1.3.4 is remitted to the conditions relevant member of the Vendor Group as set out in Clauses 3.2 and 3.3 have not been satisfied (or 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 schedule 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 intercompany balances attached 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, Disclosure Letter and shall deliver an acknowledgement from each 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 company at Completion in accordance with Clause 5.4 above, (i) 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 provisions of 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 appointed on the Board in accordance with Clause 6.2 shall resign with immediate effectAgreed Form marked "O".

Completion. 5.1. Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3, 6.1 Completion shall take place on the Completion Date. 5.2. The obligations of each Date at the offices of the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. On the Completion DateVendors’ Solicitors when: (i) Subject to deductions pursuant to Clause 4.4, the Purchaser 6.1.1 Alchemy 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: (a) the appointment of directors nominated by the Purchaser 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 or procure the conditions set out delivery to the Purchaser of, the documents and other items referred to 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 Part 1 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)Schedule 4; (iii) By 6.1.2 ▇▇▇▇▇ ▇▇▇▇▇▇ shall deliver to the Purchaser, upon written notice or procure the delivery to the SellerPurchaser of, if the conditions documents and other items referred to in Part 2 of Schedule 4; 6.1.3 the Managers shall deliver to the Purchaser, or procure the delivery to the Purchaser of, the documents and other items referred to in Part 3 of Schedule 4; 6.1.4 the Vendors and the Purchaser shall jointly procure that there shall be held a Meeting of the Board of Directors of the Company at which there shall be duly passed resolutions set out and contained in Clauses 3.2 Board Minutes of the Company in the Agreed Form marked “B”; 6.1.5 the Purchaser shall, immediately prior to performing its obligations pursuant to Clause 6.1.6, pay, or procure the payment by the subsidiary nominated under Clause 3.4, an amount equal to the Alchemy Loan Note Consideration by way of transfer to Alchemy on the Completion Date of funds for value on that date to the Vendors’ Solicitors Client Account marked with the following reference “RBKP/ICM/604504/Alchemy”. 6.1.6 the Purchaser shall immediately following performance of its obligations pursuant to Clause 6.1.5 pay, or procure the payment by the subsidiary nominated under Clause 3.4, an amount equal to the Vendor Share Consideration to the Vendors by way of transfer of funds for value on that date to the Vendors’ Solicitors Client Account marked with the following reference “RBKP/ICM/604504” and 3.3 have not been satisfied (or 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 concerned with the application of such monies among the Vendors; 6.1.7 the Purchaser shall place, or procure that the subsidiary nominated under Clause 3.4 places, the Company (or the relevant Subsidiary) in funds (by way of loan or otherwise) to terminate this Agreement pursuant to this Clause 5.4(iiienable the discharge of (and the Purchaser shall procure that the Company (or the relevant Subsidiary) if Purchaser’s breach so discharges) the Senior Debt by way of this Agreement has prevented or materially delayed transfer on the consummation Completion Date 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 funds for value equal 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 Senior Debt Repayment Amount to the account(s) notified to the Purchaser contained by the Vendors in this Agreement, which violation, breach writing on or inaccuracy would cause any of the conditions set forth in Clause 3.1 and/or 3.3 not to be satisfied as of before the Completion Date, and such violation, breach or inaccuracy has not been waived by the Seller or cured by ; and 6.1.8 the Purchaser within 20 shall, immediately following Completion, procure that the Company (twentyor the relevant employer) Business Days after receipt discharges its obligations pursuant to the Bonus Arrangements. 6.2 The performance by the Purchaser of written notice thereof from the Seller or is not reasonably capable of being cured prior its obligations under Clause 6.1 shall be a condition precedent to the Long Stop Date. (v) By performance by the Purchaser (Vendors of their respective obligations under Clause 6.1 to the intent that, if the Purchaser is not in material breach shall fail or be unable to perform any of its obligations under Clause 6.1, the Vendors shall at their option (and without prejudice to any other remedies or rights they may have against the Purchaser Warranties, covenants or agreements under this Agreement so as to cause any in respect of the conditions set forth in Clause 3.1 and/or 3.3 not such non-performance) cease to be satisfied), upon written notice liable 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 Dateperform their obligations under Clause 6.1. (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 Clause 5.4 above, (i) 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 provisions of 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 appointed on the Board in accordance with Clause 6.2 shall resign with immediate effect.

Completion. 5.1. Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3, 5.1 Completion shall take place on upon the Completion Dateexecution of this Agreement or such other date agreed in writing between the Parties. 5.2. The obligations of each of the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. 5.2 On the Completion Date, the following shall take place concurrently: 5.2.1 the Purchaser shall: (a) allot and issue the Consideration Shares to the Vendors in the manner as set out in Schedule 1 credited as fully paid; and (b) deliver or procure to be delivered to each Vendor, copies of the Purchaser's duly completed and signed counterpart of the share transfer form (in such prescribed forms under the applicable laws and/or the constitutional documents of the Company) in respect of the Sale Shares; and (c) deliver or procure to be delivered to each Vendor a copy of the written resolutions of the Purchaser's board of directors, approving the allotments and issuance of the Consideration Shares to the Vendors in the manner as set out in Schedule 1; and (d) deliver or procure to be delivered to each Vendor a copy of the updated register of members of the Purchaser reflecting the allotments and issuance of the Consideration Shares to the Vendors in the manner as set out in Schedule 1; 5.2.2 each Vendor or any director of the Company (as the case may be) shall deliver or procure to be delivered to the Purchaser: (a) copies of the duly completed and signed counterpart of the share transfer form (in such prescribed forms under the applicable laws and/or the constitutional documents of the Company) in favour of the Purchaser by each Vendor, in respect of the Sale Shares, together with the duly sealed original share certificates; (b) a letter addressed to the Commissioner of Stamp Duties of Singapore (in such format as may be prescribed by the Inland Revenue Authority of Singapore) certifying the net asset value per share of the Company; (c) a copy or extract of the meeting minutes or written resolutions of the Company's board of directors approving: (i) Subject to deductions pursuant to Clause 4.4, the Purchaser shall remit transfer of the Purchase Consideration (in immediately available funds) Sale Shares to the Seller’s Bank Account.Purchaser; (ii) The Seller shall (athe cancellation of any and all of the share certificate(s) provide to its Depository Participant duly executed DP Instructions issued in the prescribed form name of the Vendors in respect of the Sale Shares; (iii) the execution and issuance of a new share certificate issued in the name of the Purchaser in respect of the Sale Shares; (iv) the lodgement of the notice of transfer of the Sale Shares with the Accounting and Corporate Regulatory Authority of Singapore, in order for the transfer of the Sale Shares to be updated in the Demat Account electronic register of members of the Company; and (v) the making of such other entries into such other corporate records of the Company as may be necessary; (d) such other papers and documents as the Purchaser may require. 5.2.3 upon fulfilment of the obligations of the Purchaser (details and Vendors in Clauses 5.2.1 and 5.2.2 of which this Agreement, the Vendors or any director of the Company shall direct the secretary of the Company to cause the notice of transfer in favour of the Purchaser to be provided lodged with the Accounting and Corporate Regulatory Authority of Singapore and for the electronic register of members of the Company to be updated to reflect the Seller in writing Purchaser 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 holder of the Sale Shares whereupon the legal and beneficial ownership of the Sale Shares shall be transferred to the Demat Account of the Purchaser. (iii) 5.2.4 The Seller Consideration Shares shall, to upon allotment and issuance, rank pari passu in all respects with 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: (a) the appointment of directors nominated by the Purchaser 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 then existing issued shares 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 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 Clause 5.4 above, (i) 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 provisions of 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 appointed on the Board in accordance with Clause 6.2 shall resign with immediate effect.

Completion. 5.1. Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3, 7.1 Completion shall take place at the head offices of the Company in Istanbul, Turkey at 11:00a.m. on the Completion Date. 5.2. The obligations 7.2 At Completion the Seller shall (for the benefit the Purchaser, GECC and Arastirma) do those things listed in Part A (Transfer obligations), in so far as applicable to the Seller, and in Part B (Seller’s obligations) of each of the Parties under Clause 5.3 below are interdependent of each other. The Schedule 2 (Completion shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously complied with arrangements) and are fully effective. 5.3. On the Completion Date: (i) Subject to deductions pursuant to Clause 4.4, the Purchaser shall remit the Purchase Consideration do those things listed in Part A (Transfer obligations), 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 so far 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: (a) the appointment of directors nominated by the Purchaser 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 applicable to the Purchaser, if and Part C (Purchaser’s obligations) of Schedule 2 (Completion arrangements). Completion shall take place in accordance with Part D (General) of Schedule 2 (Completion arrangements). 7.3 Neither 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 Purchaser nor the Seller shall not be entitled obliged to terminate this Agreement pursuant to this Clause 5.4(ii) if Seller’s breach of this Agreement has prevented or materially delayed complete the consummation sale and purchase of the Transactions (which term for Shares unless the purposes sale and purchase of this Clause 5.4(ii) shall not include all 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 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 Shares under this Agreement so and all the Shares (as to cause any that term is defined in the GE SPA) under the GE SPA are completed simultaneously. 7.4 The Seller shall procure that the Dogus Shareholders’ Agreement shall terminate with effect from the last of the conditions set forth in Clause 3.2 and/or 3.3(i) not steps that has 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 taken prior to the Long Stop Date. (v) By occurrence of Completion having been taken. With effect from Completion, 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 Clause 5.4 above, (i) this New Shareholders’ Agreement shall become void and of no further 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); providedor (B) GECC, howeverArastirma or the Purchaser under sub-clauses 5.3, 5.4 and 7.2 and Schedule 2 (Completion arrangements) of the GE SPA, are not complied with on the Completion Date the non-defaulting party may: (C) defer Completion (so that the provisions of this Clause 5.5 and Clauses 1 7 shall apply to Completion as so deferred); or (Definitions and Interpretation), 11 D) proceed to Completion as far as practicable (Announcements and Confidentiality), 12 (Notices), 13 (Governing Law, Disputes and Jurisdiction), 14.1 (Entire without limiting its rights under this Agreement), 14.6 ; or (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (SupersessionE) and 14.11 (Expenses) shall survive the termination of terminate this Agreement indefinitely by notice in writing to the other party. 7.6 For the purposes of sub-clause 7.5, the non-defaulting party shall also include GECC and Arastirma if they have complied with their obligations under sub-clause 5.3, 5.4 and 7.2 and Schedule 2 (Completion Arrangements) of the GE SPA. In the event that nothing herein there is more than one non-defaulting party, such non-defaulting parties shall relieve 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 party’s right to claim damages from any liability the other in respect thereof): (A) all obligations of the Parties shall end (except for fraud or any breach of the provisions of this Agreement prior 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 such terminationexist; (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 (and GECC and Arastirma) on demand on an after-Tax basis for all costs and expenses reasonably incurred by the Seller (and GECC and Arastirma); and (iiC) if applicablein circumstances in which the termination has resulted solely from the failure of the Seller to fulfil its obligations under sub-clause 7.2 and Schedule 2 (Completion arrangements), the Observer Seller will indemnify the Purchaser (and GECC and Arastirma) on demand on an after-Tax basis for all costs and expenses reasonably incurred by the Purchaser (and GECC and Arastirma). 7.8 Following Completion, the Purchaser shall no longer be entitled make (or procure the Company to attend the meetings make) any notifications of the Board (transfer of the Shares as may be required by law or any committee thereof) regulation and the nominees of Seller shall provide such assistance as the Purchaser appointed on the Board may reasonably require in accordance with Clause 6.2 shall resign with immediate effectmaking such notifications.

Completion. 5.1. Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3, 5.1 Completion shall take place by electronic exchange of documents on the Completion DateDate at 5:00 p.m. (or at such other place and time as the parties may agree) when all the acts and requirement set out in this Clause 5 shall be complied with. 5.2. The obligations 5.2 On Completion, the Vendor and or the Company (as the case may be) deliver or procure the delivery to the Purchaser of each of all the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. On the Completion Datefollowing: (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. (iia) The Seller shall (a) provide to its Depository Participant duly executed DP Instructions Vendor delivers the instruments of transfer and contract notes in the prescribed form for respect of the transfer of the Sale Shares to duly executed by the Demat Account Vendor in favor of the Purchaser (details or such other nominee(s) as the Purchaser may direct and such other documents as may be required to give a good and effective transfer of which shall be provided title 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 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 the share certificates of the Purchaser.Sale Shares and other evidence as may be required by the Purchaser showing that the Vendor is the beneficial owner of the 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 Clauses 5.3; and (d) the Company delivers in respect of the Company and AEC, as applicable: (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) The Seller shall, copies of all tax returns and assessments (receipted where the due dates for payment fell on or before the Completion Date); (iv) all correspondence and other documents belonging to the extent it is able Company (including its constitutional documents); and provided that, if the Purchaser so agrees, delivery of all documents and records referred to do so through exercise 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 its voting rightsthe Company following Completion or otherwise in the custody of persons who shall remain officers and/or employees of the Company following Completion. 5.3 On Completion, the Company shall procure that a Board meeting is held of the shareholders/directors (as appropriate) of the Company at which the following business such matters shall be transacteddealt with and resolved upon as the Purchaser shall require for the purposes of giving effect to the provisions of this Agreement including: (a) approving the appointment sale and purchase of directors nominated by the Purchaser on the Board shall be approvedSale Shares; and (b) an extra-ordinary general meeting amending the memorandum and articles of the shareholders association 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 as may be terminated on or required by the Purchaser in writing prior to the Completion Date Completion. (c) issued share certificates in the name of the Purchaser or its nominee and to register the Purchaser or its nominee in the share register of the Company. 5.4 Against performance of the obligations by the Vendor and or the Company (as followsthe case may be) under Clauses 5.2 and 5.3 above, the Purchaser shall, on Completion: (ia) By cause to be delivered to the mutual written consent Vendor the Shareholder Statement in IMTE in the name of the Vendor or their respective nominee(s) for the Consideration Shares; (b) deliver to the Vendor a certified copy of the directors’ resolutions of the Purchaser approving this Agreement, and a certified copy of the directors’ resolutions of the Company approving this Agreement; and (c) issue and allot the Consideration Shares (restricted SEC Rule 144 stock) which have not been registered with the U.S. Securities Exchange Commission and the SellerCompany has no obligation to register the Consideration Shares under the US Securities Act or the securities laws of any state or other jurisdiction of the United States. (ii) By 5.5 If the SellerVendor or the Company, upon written notice 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, 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);Purchaser may: (iiia) By defer Completion to a day not later than 14 days after the Purchaser, upon written notice to the Seller, if the conditions set out in Clauses 3.2 date fixed for Completion (and 3.3 have not been satisfied (or 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 Clause 5.4 above, (i) this Agreement shall become void and of no further force and effect; provided, however, that the provisions of this Clause 5.5 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 have complied with their obligations (c) rescind this Agreement without liability on its part. 5.6 The parties to the Agreement confirm and agree that 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) 6 to 17 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 provisions of 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 appointed on the Board in accordance with Clause 6.2 shall resign with immediate effectCompletion.

Completion. 5.1. Subject to the conditions set out 11.1 Unless this Agreement is previously terminated in Clauses 3.1, 3.2 and 3.3accordance with its terms, Completion shall take place in escrow (“Escrow Completion”) on the Completion Date. 5.2Business Day immediately prior to the proposed date of Admission at the offices of the Buyer’s Solicitors, or at such other time and place as may be agreed between the Buyer and the Sellers’ Representative. The obligations Subject to Clause 11.5, the Sellers and the Buyer shall irrevocably instruct the Buyer’s Solicitors to hold 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 Parties under 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 5.3 below are interdependent 11.6 and upon Admission, the terms of each other. The the escrow will be deemed to have been satisfied, and Completion shall not occur unless all automatically and each of the obligations specified documents held in Clause 5.3escrow shall be released, have been simultaneously complied with any deeds shall then be deemed delivered and are fully effectivebecome 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. 5.3. On 11.2 At Escrow Completion, the Completion DateSellers shall on the terms of this Clause 11: (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 deliver or cause to its Depository Participant duly executed DP Instructions be delivered the documents and evidence set out in the prescribed form for the transfer part 1 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); Schedule 3; (b) procure its Depository Participant to duly acknowledge such DP Instructions; (c) deliver that a copy of such acknowledgement to the Purchaser; and (d) use best endeavours to procure credit board meeting 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 Company is held at which the following business Conversion Shares shall be transacted: (a) issued to the appointment of directors nominated by the Purchaser on the Board shall be approved; and (b) an extra-ordinary general meeting of the shareholders of the Company to approve Lenders and the matters set identified in part 3 of Schedule 3 are carried out in Clause 5.3(iii)(a) and the amendment of the Articles of Association shall be convenedsubject to Completion. 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 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 Clause 5.4 above, (i) 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 provisions of 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 appointed on the Board in accordance with Clause 6.2 shall resign with immediate effect.

Completion. 5.1. Subject 7.1 The sales and purchases referred to the conditions set out in Clauses 3.1, 3.2 2 and 3.3, Completion shall take place on the Completion Date. 5.2. The obligations of each of the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. On the Completion 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 3 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 transactedconditional on: (a) the appointment of directors nominated issue by the Purchaser 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 Board shall be approvedClosing 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 (b1) an extra-ordinary general meeting in the case of the shareholders sale and purchase of the Company 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 approve those Additional Mortgages. Completion of the matters set out 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 5.3(iii)(a7.2 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 amendment 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 Articles of Association shall be convened. 5.4. This Agreement may be terminated on or prior to the Completion Date as followsOriginal Mortgages: (ia) By the mutual written consent paper copies of the Purchaser 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 Seller. Administrator shall deliver the relevant Warehouse Original Release (iias appropriate to effect a release of any security interest over the legal and beneficial interests therein). The items referred to in (a), (b), (c) By and (d) above shall be delivered on the Seller, upon written notice Closing Date to the Purchaser, if offices of the conditions set out Administrator in Clauses 3.1 and 3.3 have not been satisfied (Solihull or satisfied subject only the relevant Warehouser shall confirm 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 in an agreed form of letter that following the Closing Date such items will be entitled held by the relevant Warehouser 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 order of the Transactions (which term Seller and the Seller agrees that compliance with this provision shall constitute good delivery of the relevant documents for the purposes of this Clause 5.4(iiClause. 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) shall not include paper copies of the Financing)title deeds to the Properties in respect of the relevant Additional Mortgages; (iiib) By electronic copies of the PurchaserAdditional 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, upon written notice 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 Administrator in Solihull or the relevant Warehouser shall confirm to the SellerSeller in an agreed form of letter that following such Further Purchase 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. 7.5 On each Purchase Date, subject 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 conditions 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 Clauses 3.2 Schedule 1 and 3.3 have not in the case of a Further Purchase Date, a certificate stating that there has been satisfied no material change to the Insurance Contracts set out in Schedule 1 (or 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 change, a certified copy of the relevant Insurance Contract); (c) the documents referred to in Clause 7.2 or Clause 7.3 on the relevant Purchase Date as the case may be, and the Seller shall deliver the relevant Warehouse Release (as appropriate to effect a release of any statement or warrantysecurity interest over the legal and beneficial interests therein). The items referred to in Clauses 7.2 and 7.3, items (a), (b) and (c) (in each case) shall be delivered on the relevant Purchase Date at the offices of the Administrator in Solihull, or any unremedied material breach the Seller shall confirm to the Issuer and the Trustee in an agreed form 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 letter that as of the Completion Date, and relevant Purchase Date such violation, breach or inaccuracy has not been waived items will be held by the Seller 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. 7.7 In the case of the Closing Date only, the Issuer shall deliver, or cured procure that there are delivered, to the Administrator powers of attorney duly executed by the Purchaser within 20 (twenty) Business Days after receipt by Issuer and 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 Trustee in accordance with Clause 5.4 above, (i) 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 clause 10.1 of the provisions Administration Agreement. 7.8 On the relevant Purchase Date, subject to each of this Agreement prior to such termination; and (ii) if applicablethe relevant Warehouser and the Seller having satisfied and performed their respective obligations herein, the Observer Issuer shall no longer be entitled to attend satisfy and discharge the meetings of the Board (or any committee thereof) and the nominees of the Purchaser appointed on the Board in accordance with Clause 6.2 shall resign with immediate effect.Initial Purchase Consideration payable under Clause

Completion. 5.1. Subject to 3.1 Completion of the sale and purchase of the Sale Shares shall take place on or before the 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 Clauses 3.1, 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 sale and 3.3, Completion purchase of the Sale Shares shall take place on 22/F, ▇▇▇▇▇▇▇▇▇ House, ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇ or elsewhere as may be mutually agreed in writing by the Completion Date.parties hereto when the following business will be simultaneously transacted:- 5.2. (a) The obligations of each of Purchaser shall deliver to the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. On the Completion Date:Vendor:- (i) Subject to deductions pursuant to Clause 4.4, the Purchaser shall remit the Purchase Consideration (in immediately available funds) banker's draft made payable to the Seller’s Bank Account.Vendor or as it may direct for HK$86,976,000 which together with the Deposit will represent 50% of the purchase consideration of the Sale Shares; (ii) The Seller shall a promissory note bearing interest at the rate of 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 six months period and on other terms to be approved by the Vendor (athe "Promissory Note") provide to its Depository Participant issued in favour of the Vendor or as it may direct duly executed DP Instructions by the Purchaser; (iii) an equitable charge over the Sale Shares made in favour of the prescribed Vendor in a form to be agreed by the Vendor securing the Purchaser's obligations under the Promissory Note duly executed by the Purchaser; and (iv) a deed of guarantee made in favour of the Vendor in a form to 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 banker'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 (iv) such other documents as may be reasonably required by the Purchaser to give a good and effective transfer of title to the Sale Shares to the Purchaser and/or its nominee(s) and to enable it/them to become the registered holder(s) thereof. (c) The Purchaser will:- (i) produce for inspection by the Vendor (if and in so far as relevant) the bought notes in respect of the Sale Shares duly executed by the Purchaser and/or its nominee(s) in compliance with the Stamp Duty Ordinance; and (ii) procure forthwith (if and in so far as relevant) the stamping of the bought and sold notes and the instrument(s) of transfer in respect of the Sale Shares in accordance with the Stamp Duty Ordinance, and as soon as practicable thereafter present the said instrument(s) of transfer together with the share certificates in respect of the Sale Shares to the Demat Account Company for registration of the Purchaser (details of which shall be provided to transfer at 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 cost of the Purchaser. 3.3 The transactions described in Clause 3.2 (iiiother 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 sale and purchase aforesaid (without prejudice to any further legal remedies). 3.4 The Seller shall, Vendor undertakes 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: (a) the appointment of directors nominated by the Purchaser on demand to pay to the Board shall be approved; and 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) 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 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 Clause 5.4 above, (i) 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 provisions of 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 appointed on the Board in accordance with Clause 6.2 shall resign with immediate effect.

Completion. 5.1. Subject to the conditions set out in Clauses 3.1, 3.2 4.1 Time and 3.3, location Completion shall take place at the offices of Deutsche Bank in London on 30th September 2002 or any earlier date agreed by the Completion Dateparties at 14.00 hours. 5.2. The 4.2 Vendors' obligations of At Completion: (a) the Vendor shall deliver to the Purchaser each of the Parties under Clause 5.3 below documents listed in part 1 of Schedule 6; and (b) the Vendor shall procure that all necessary steps are interdependent taken properly to effect the matters listed in part 2 of each other. The Completion shall not occur unless all Schedule 6 at board meetings of the obligations specified in Clause 5.3, have been simultaneously complied with Company and are fully effectiveshall deliver to the Purchaser duly signed minutes of all such board meetings. 5.3. On 4.3 Purchaser's obligations The Purchaser shall on the Completion Date: (ia) Subject pay the Purchase Price by way of irrevocable electronic transfer for same day value before 14.00 hours on the Completion Date to deductions pursuant the Vendor to Clause 4.4the following account of the Vendor: Account number ▇▇▇▇▇▇▇▇ (sortcode 20-00-00) Barclays Bank PLC ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ (▇) deliver to the Vendor a counterpart Tax Deed duly executed by the Purchaser and deliver an executed copy of the Transitional Services Agreement. 4.4 Purchaser's right of access prior to Completion From the date of this Agreement the Purchaser and any persons authorised by it, upon its request, not to be unreasonably withheld by Vendor, shall be allowed full access to all the premises, books and records of the Company and the Vendor shall supply or procure the supply of any information reasonably required by the Purchaser relating to the Company and its affairs, provided always that any such information shall be treated with strict confidentiality by the Purchaser in accordance with the terms of the Confidentiality Agreement dated May 17, 2002 by and between ▇▇▇▇ ▇▇▇▇▇ ▇.▇. and Bio-Technology General Corporation. 4.5 No acts or omissions contrary to Warranties The Vendor shall procure that (save only as may be necessary to give effect to this Agreement) neither the Vendor nor any member of the Vendor's Group nor the Company shall do, allow or procure any act or omission before Completion which would constitute a breach of any of the Warranties if they were given at any and all times from the date hereof down to Completion or which would make any of the Warranties inaccurate or misleading if they were so given. In particular, the Purchaser Vendor shall remit procure that paragraphs 11.4(3) and 13 of Schedule 3 shall be complied with at all times from the Purchase Consideration (in immediately available funds) date hereof down to the Seller’s Bank AccountCompletion. 4.6 Conduct of Company's business pending Completion The Vendor shall in addition and without limiting clause 4.5 procure that, from the date of this Agreement until Completion: (iiA) The Seller shall (a) provide to its Depository Participant duly executed DP Instructions save with the prior consent in the prescribed form for the transfer of the Sale Shares to the Demat Account writing 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 business of the Sale Shares Company is carried on in the usual and normal course; (B) the Company takes all reasonable steps to preserve the Demat Account goodwill of its business and encourages customers and suppliers to continue to deal with them and shall do nothing which will or would be likely to injure such goodwill; (C) maintain or procure to be maintained in force by the relevant member of the Purchaser. (iii) Vendor's Group all the insurance policies maintained for the benefit of the Company up to Completion. The Seller shall, to the extent it is able to do so through exercise of its voting rights, Vendor shall procure that a Board meeting until Completion, nothing is held at done or omitted to be done which the following business shall be transacted: (a) the appointment of directors nominated by the Purchaser on the Board shall be approvedwill enable any insurer to avoid liability under any such insurance policies; and (bD) an extra-ordinary general meeting the Company shall not, without the prior consent in writing of the shareholders Purchaser, enter into any contract or commitment or do anything which, in any such case, is either out of the Company ordinary and usual course of its business or which materially affects its assets or liabilities or its ability to approve carry on its business as now conducted without the matters set out prior consent in Clause 5.3(iii)(a) and the amendment writing of the Articles Purchaser. In particular, the Vendor shall procure that from the date of Association this Agreement until Completion, save with the prior consent in writing of the Purchaser, the Company shall be convened. 5.4. This Agreement may be terminated on or prior to the Completion Date as followsnot: (i1) By the mutual written consent make any alteration to its memorandum or articles of the Purchaser and the Seller.association or any other document or agreement establishing, evidencing or relating to its constitution or operation; or (ii2) By alter the Seller, upon written notice nature or scope of its business; or (3) manage its business otherwise than in accordance with its business and trading policies and practice to date as disclosed 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 except as may be mutually agreed between necessary to comply with changes in the Parties Law; or (4) enter into any agreement or arrangement or permit any action whereby another company becomes its subsidiary or subsidiary undertaking; or (5) enter into any transaction other than on arms' length terms and for full and proper consideration; or (6) acquire (whether by one transaction or by a series of transactions) the whole or a substantial or material part of the business, undertaking or assets of any other person; or (7) dispose of (whether by one transaction or by a series of transactions), and whether or not in the ordinary course of business the whole or any substantial or material part of its business, undertaking or (except in the ordinary course of business) any other of its assets; or (8) incur any capital expenditure in excess of £ 25,000 (other than the purchase of one HPLC of £ 40,000 which is in the process of being approved); or (9) take any loans, borrowings or other form of funding or financial facility or assistance, or enter into any foreign exchange contracts, interest rate swaps, collars, guarantees or agreements or other interest rate instruments or any contracts or arrangements relating to derivatives or differences, or in respect of which the financial outcome is to any extent dependent upon future movements of an index or rate of currency exchange or interest, or in the future price of any securities or commodities; or (10) grant any loans or other financial facilities or assistance to or any guarantees or indemnities for the benefit of any person or create or allow to subsist any encumbrance over the whole or any part of its undertaking, property or assets; or (11) enter into any joint venture, partnership or agreement or arrangement for the sharing of profits or assets; or (12) enter into any death, retirement, profit sharing, bonus, share option, share incentive or other scheme for the benefit of any of its officers or employees or make any variation (including, but without limitation, any increase in the rates of contribution) to any such existing scheme or effect any key man insurance; or (13) commence, compromise or discontinue any legal or arbitration proceedings (other than routine debt collection); or (14) prematurely repay or prepay any loans, borrowings or other financial facilities or assistance made available to it; or (15) terminate the employment or office of any of its directors, officers or senior employees (here meaning those employees that are identified to the Purchaser as being eligible for a retention bonus) or appoint any new director, officer or senior employee or consultant or materially alter the terms of employment or engagement of any director, senior employee or consultant; or (16) declare, make or pay any dividend or distribution (whether of capital or of profits); or (17) extract or pay to the Vendor or any member of the Vendor's Group any cash by way of a management charge or otherwise than in the ordinary course of business (excluding payment for management charges to any member of the Vendor's group provided any such payment is consistent in nature and amount to management charges levied on the Company in the past); or (18) make or permit any amendment, variation, deletion, addition, renewal or extension to or of, or terminate or give any notice or intimation of termination of, any contract or arrangement where the aggregate amount payable or receivable by the Company thereunder exceeds £ 25,000 or breach or fail to comply with the terms of any contract or arrangement; (19) pay any remuneration, fee or other sum to the Vendor, any person connected with or controlled by the Vendor (other than remuneration properly accrued due or reimbursement of business expenses properly incurred, in each case as disclosed in the Disclosure Letter); or (20) enter into any agreement or obligation to do anything prohibited by clauses 4.6(D)(1) to 4.6(D) (19) inclusive. 4.7 Failure to complete If in any material respect the obligations of the Vendor or Purchaser are not complied with on the date for Completion set by clause 4.1 the party not in default may: (A) defer Completion to a date not more than 28 days after the date set by clause 4.1 (and so that the provisions of this clause 4.7, apart from this clause 4.7 (A), 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, provided the party not in default has given the other party sufficient opportunity to remedy its breach 4.8 Without prejudice to clause 4.5, the Vendor shall forthwith disclose in writing to the Purchaser any matter or thing which may arise and become known to the Vendor after the date hereof and before Completion which is inconsistent with any of the Warranties or which might make any of them inaccurate or misleading if they were given at any and all times from the date hereof down to Completion or which is a breach of clause 4.5 or 4.6 or which is material to be known to a purchaser for value of the Shares. 4.9 (“Long Stop Date”); provided that A) Subject to clause 4.10 if, at any time prior to or at Completion, the Seller Purchaser becomes aware (whether or not as a result of any disclosure by the Vendor under clause 4.8) of any matter or circumstance which constitutes a material breach of any of the Warranties or a material breach of the undertaking given in clause 1.2 and if such matter or circumstance is reasonably likely to have a material adverse effect (as determined in accordance with clause 4.10 (B) the Purchaser shall not be entitled to terminate this Agreement by written notice ("Notice") to the Vendor (such Notice to specify that it constitutes Notice pursuant to this Clause 5.4(ii) if Seller’s breach of this Agreement has prevented or materially delayed and giving such reasonable particulars as are available to the consummation Purchaser of the Transactions matter or circumstance giving rise to service of such Notice); and (which term B) for the purposes of this Clause 5.4(ii) clause, a matter or circumstance shall not include the Financing); (iii) By the Purchaser, upon written notice be considered to the Seller, be reasonably likely to have a material adverse effect if the conditions set out in Clauses 3.2 and 3.3 have not been satisfied (as a result of such matter or satisfied subject only to Completion where applicable) or waived (where applicable) on or before the Long Stop Date; provided circumstance it is reasonably anticipated 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 aggregate turnover or materially delayed the consummation profits 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 Company will 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 at least 20 (twenty) Business Days after receipt by per cent lower for the Purchaser of written notice thereof from current calendar year than would otherwise have been the Seller case had that matter or is circumstance not reasonably capable of being cured prior to the Long Stop Datehave existed or occurred. (v) By the Purchaser (if the Purchaser is 4.10 Clause 4.9 shall not apply to such matter or circumstance referred to 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, 4.9 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.results from: (vi1) By matters disclosed in 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 Clause 5.4 above,Disclosure Letter; (i2) this Agreement shall become void and of no further force and effect; provided, however, that changes after 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 date of this Agreement indefinitely in stock markets, interest rates, exchange rates, commodity prices or other general economic conditions; (3) general changes in the political climate which shall include for the avoidance of doubt, war and that nothing herein shall relieve any Party from any liability for fraud or any breach acts of terrorism; (4) changes after the provisions date of this Agreement prior to such termination; andin conditions generally affecting the pharmaceuticals industry; (ii5) if applicable, changes after the Observer date of this Agreement in the Law or accounting practices; or (6) an event occurring after the date of this Agreement which is caused by the change of control resulting from this transaction. 4.11 The provisions of Schedule 8 shall no longer be entitled to attend the meetings apply in respect of the Board Transitional Period (or any committee thereof) and the nominees of the Purchaser appointed on the Board in accordance with Clause 6.2 shall resign with immediate effect.as defined therein)

Completion. 5.1. Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3, 5.1 Completion 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 10.00 a.m. on the Completion Date. 5.2. The obligations of each tenth Business Day following the day on which all of the Parties under Clause 5.3 below are interdependent of each other. 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 occur unless be deemed to have occurred until all of the obligations specified steps set forth in Clause 5.3, clauses 5.1 to 5.4 (inclusive) have been simultaneously complied with and are fully effectivecompleted, subject to the terms contained in this clause 5). 5.3. On the Completion Date: (i) Subject to deductions pursuant to Clause 4.45.2 No later than two Business Days before Completion, the Purchaser Seller and the Buyer shall remit jointly confirm the Purchase amount of the Net Consideration (in immediately available funds) to the Seller’s Bank AccountNotary in writing (the “Notary Confirmation”). (ii) The Seller shall (a) provide to its Depository Participant duly executed DP Instructions in 5.3 Not later than 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 transactedBusiness Day before Completion: (a) the appointment of directors nominated by Seller and the Purchaser on Buyer shall procure that the Board Notary send the Notary Letter to the Seller and the Buyer, and the Buyer and the Seller shall be approvedsign such Notary Letter for acceptance; and (b) an extra-ordinary general meeting following the execution of the shareholders Notary Letter in accordance with clause 5.3(a), the Buyer shall pay the Net Consideration 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 Notary for and on behalf of the Company to approve Buyer until the matters Notarial Deed of Transfer has been executed, after which the Notary shall hold such amount for and on behalf of the Seller and shall pay such amount in accordance with the Notary Letter. 5.4 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 Clause 5.3(iii)(a) and the amendment of the Articles of Association shall be convenedSchedule 4. 5.4. This Agreement may be terminated on 5.5 If any foregoing provisions of clauses 5.2 to 5.4 are not fully complied with by the Buyer or prior to the Completion Date as followsSeller, then: (ia) By the mutual written consent Buyer, in the case of the Purchaser and the Seller. (ii) By non-compliance 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);or (iiib) By the Purchaser, upon written notice to the Seller, if in the conditions set out in Clauses 3.2 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before case of non-compliance by the Long Stop Date; provided that the Purchaser Buyer, shall not be entitled (in addition to terminate this Agreement pursuant and without prejudice to this Clause 5.4(iiiall other rights or remedies available to it, including the right to claim damages) 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 Clause 5.4 above,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 agreement and to terminate this agreement whereupon the provisions of clause 3.10 shall become void and apply; (ii) to effect Completion so far as practicable having regard to the defaults which have occurred; or (iii) to fix a 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 no further force and effect; providedthis 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), however, that the provisions of this Clause 5.5 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 Buyer, the Buyer shall pay to the Seller interest (less the amount of 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 and Clauses 1 the Buyer 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 (Definitions and InterpretationVerordening beroeps- en gedragsregels) of the Royal Notarial Professional Organisation (Koninklijke Notariële Beroepsorganisatie), 11 the Seller and the Buyer each hereby: (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 (Supersessiona) 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 declare to be aware of the provisions fact that the Notary and/or a colleague of this Agreement prior the Notary associated with Houthoff Coöperatief U.A. act(s) as legal counsel to such terminationthe Buyer in connection with the Transaction Documents; (b) consent to the fact that the Notary shall execute the Notarial Deed of Transfer; and (iic) if applicable, consent to the Observer shall no longer be entitled to attend the meetings fact that a colleague of the Board (or Notary associated with Houthoff Coöperatief U.A. may represent the Buyer if any committee thereof) and the nominees dispute arises out of the Purchaser appointed on the Board in accordance with Clause 6.2 shall resign with immediate effectTransaction Documents.

Completion. 5.1. Subject to the conditions set out 6.1 Completion in Clauses 3.1, 3.2 and 3.3, Completion respect of both Licences shall take place on at the Completion Date. 5.2. The obligations of each offices of the Parties under Clause 5.3 below are interdependent Farmor or SWR as soon as feasible after the execution of each other. The Completion shall not occur unless this Agreement, provided that all of the obligations specified in Clause 5.3, Conditions Precedent have been simultaneously complied satisfied and further provided, separately in respect of each Farminee, that Completion with and are fully effectivethat Farminee shall not take place if that Farminee is in default of any payments due under this Agreement; or on such other date as the Parties may agree. 5.3. 6.2 On the Completion Date: 6.2.1. The Farmor shall: a) deliver to the Farminee (ito the extent not already delivered prior to Completion) Subject the Assignment Documents duly executed by all the parties thereto other than that Farminee (and, in the case of the Deed of Licence Assignment, the Secretary); b) deliver to deductions the Farminees copies of the Secretaries’ Consents; c) deliver to the Farminees copies of the consents or approvals, if any, referred to in Clause 3.3 and obtained by or on behalf of the Farmor; d) deliver to each Farminee a copy, certified as a true copy and in full force and effect by a director or the secretary of the Farmor, of a resolution of the Board of Directors of that Farmor authorising its entry into the transactions contemplated by this Agreement and authorising a person or persons to sign the relevant Assignment Documents on its behalf; and e) deliver to each Farminee a certified copy of any Power of Attorney pursuant to Clause 4.4, which any of this Agreement or the Purchaser shall remit the Purchase Consideration (in immediately available fundsAssignment Documents were executed. 6.2.2. Each Farminee shall: a) deliver to the Seller’s Bank AccountFarmor copies of the consents or approvals, if any, referred to in Clause 3.3 and obtained by or on behalf of Farminee; b) deliver to the Farmor a copy, certified as a true copy in full force and effect by a director or the secretary of Farminee, of a resolution of the Board of Directors of Farminee authorising its entry into the transactions contemplated by this Agreement and authorising a person or persons to sign the relevant Assignment Documents on its behalf; c) subject to Clause 6.2.1, execute the relevant Assignment Documents; and d) deliver to the Farmor a certified copy of any Power of Attorney pursuant to which any of this Agreement, or the Assignment Documents were executed. (ii) The Seller 6.2.3. Each Party shall, and shall (a) provide procure that its Affiliates shall, execute all such other documents and do all such other acts and things as may reasonably be required in order to its Depository Participant duly executed DP Instructions in the prescribed form for effect the transfer of the Sale Shares Farmed Interests to the Demat Account Farminees and otherwise carry out the true intent of the Purchaser (details of which this Agreement. 6.2.4. The Farmor shall be provided make available 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: (a) the appointment of directors nominated by the Purchaser Farminees 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 a certified true copy of the Purchaser and the SellerLicence. (ii) By 6.2.5. Subject to Clause 6.2.4, the SellerFarmor shall make available for collection by the Farminees at such place as the Parties may agree on or within 21 days after the Completion Date duly signed originals or certified true copies of the Data. In the case of the Licence, upon written notice the Farmor shall use its reasonable endeavours to obtain a certified copy thereof by the Completion Date. 6.2.6. Pending delivery of the Data, the Farminees shall have access 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 Data at such later date times as may be mutually agreed between the Parties in writing (“Long Stop Date”); provided that the Seller reasonably requested and shall not be entitled allowed 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 take photocopies 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 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 Transactionssame. (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 Clause 5.4 above, (i) 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 provisions of 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 appointed on the Board in accordance with Clause 6.2 shall resign with immediate effect.

Completion. 5.1. Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3, Completion shall take place on the Completion Date. 5.2. The obligations provisions of each of the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. On the Completion Date: (i) Subject to deductions pursuant to Clause 4.4this Agreement, 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 sale and purchase of the Sale Shares to the Demat Account of the Purchaser (details of which shall be provided to completed on 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; Completion Date where 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:when:- (a) the appointment Purchaser shall pay the Balance Purchase Price less the Redemption Sum and less the Liabilities by way of directors nominated by two banker’s cheques in the Purchaser 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:following manner:- (i) By Firstly, a sum equivalent to the mutual written consent Balance Purchase Price less the Redemption Sum, the Liabilities and the Current Director’s Advance to the Vendor as the final balance 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 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 Clause 5.4 above, (i) 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 provisions of this Agreement prior to such terminationPurchase Price; and (ii) if applicableSecondly, a sum equivalent to the Current Director’s Advance to the relevant director to settle in full the said Current Director’s Advance and the same shall be treated as an advance by the Purchaser to the Company to settle the said Current Director’s Advance. In this connection, the Observer Vendor’s Solicitors shall no longer confirm in writing the exact amount of the Current Director’s Advance within four (4) days from the written request of the Purchaser or the Purchaser’s Solicitors; (b) the Vendor’s Solicitors shall deliver to the Purchaser the said Documents whereupon the Purchaser shall be entitled to attend cause the meetings said Documents to be duly registered in its favour; (c) the Company Secretary shall deliver all the minutes, statutory documents, shares register, cheque books, tax documents, accounts, bank statements, common seals, unissued share certificates, rubber stamps, all contract documents whether already expired, terminated or not, all other documents, instruments, deeds, goods, belongings and effects of the Board (or any committee thereof) and Company to the nominees of the Purchaser appointed on the Board in accordance with Clause 6.2 shall resign with immediate effect.Purchaser;

Completion. 5.1. Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3, 5.1 Completion shall take place place, unless otherwise agreed in writing between the Parties, at the offices of Hammarskiöld & Co in Stockholm, Sweden before 10 a.m. five (5) Business Days from the date upon which the Condition Precedent in Section 4.1 is satisfied, deemed to be satisfied or waived (the “Completion Date”). If Completion has not occurred on or before June 30, 2006 this Agreement shall automatically become null and void and neither Party shall have any claims against each other by reason thereof. 5.2 At the Completion Date. 5.2. The obligations of each of Date the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. On the Completion DateVendors shall: (i) Subject in exchange for the payments to deductions pursuant be made in accordance with Section 5.3 below, cause the transfer of all the Instruments (less those instruments held by Tradex AB) to Clause 4.4the securities account designated by the Purchaser; (ii) cause the Directors to resign from the board of the Company and Tradex Converting; (iii) deliver a legal opinion from a reputable Dutch law firm confirming EQT BV’s legal status and authority to sign this Agreement and the Escrow Account and Pledge Agreement; (iv) deliver all other documents required to be delivered to the Purchaser under this Agreement to complete the transactions contemplated hereby and such further documents as the Purchaser may reasonably require in connection with the Completion; and (v) certify that all claims and debts pertaining to the Related Parties have been finally settled. 5.3 At the Completion Date, the Purchaser shall remit pay the Preliminary 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: (a) the appointment of directors nominated by the Purchaser 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) Price 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 Estimated Net Worth Adjustment as follows: (i) By make payment in cash of the mutual written consent Deposit of SEK ninety (90) million into a specified interest bearing account (the “Escrow Account”) with the Escrow Bank, to be held as collateral for Claims under the Agreement, and to be held, disbursed and administrated in accordance with the terms of a separate agreement (the “Escrow Account and Pledge Agreement”) between EQT BV, the Purchaser and the Seller.Escrow Bank, substantially in the form set out in Exhibit 5.3 (i); (ii) By make a cash deposit of the Seller, upon written notice Estimated Net Worth Adjustment 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”)Escrow Account; 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);and (iii) By pay to EQT BV, as representative of all the PurchaserVendors, upon written notice the remaining part of the Preliminary Purchase Price, in immediately available funds in accordance with EQT BV’s transfer instructions to be provided to the Seller, if Purchaser not later than five (5) Business Days prior to the conditions set out in Clauses 3.2 and 3.3 have not been satisfied (or 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 5.4 At 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 shall refinance or pay off the Purchaser of written notice thereof from the Seller or is not reasonably capable of being cured prior to the Long Stop DateBank Debt. (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 5.5 At the Completion Date, the Vendors shall cause a shareholders meeting and such violation, breach or inaccuracy has not been waived a board meeting to be held by the Company and the Group Companies allowing the Purchaser or cured 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 and received by the Seller within 20 (twenty) Business Days after receipt Swedish Companies Registration Office. The resigning directors shall have no claims against the Company and the Group Companies other than salary under any employment contracts with the Company or the Group Companies. This shall be evidenced by resignation letters in form and substance satisfactory to the Seller Purchaser. 5.6 At the next annual general meeting of written notice thereof from the Company and the Subsidiaries, the Purchaser undertakes to grant the Directors and any such other directors as listed in Exhibit 5.6 and who have retired in connection with the Completion or is otherwise during the last fiscal year, discharge from liability for their administration until the Completion Date (or the earlier date of the retirement), however, provided that, in the auditors’ reports for the relevant period, the auditors of the Company and the Subsidiaries do not reasonably capable recommend against such discharges. 5.7 Should the Vendors fail to effect the registration of being cured prior any Instruments (such Instruments hereinafter referred to as “Incomplete Instruments”) in the securities account as provided for in Section 5.2 (i) above, the Purchaser may withhold such part of the Purchase Price that corresponds to the Long Stop Date. (vi) By value of the Seller or respective Incomplete Instrument, which values are set out in Exhibit 5.7. Upon the registration subsequent to the Completion Date of any Incomplete Instruments in the name of the Purchaser, upon written notice then the Purchaser shall immediately release and pay 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 Vendors the consummation part of the Transactions. 5.5Purchase Price withheld in respect of that Incomplete Instrument. If this Agreement is terminated prior The Purchaser shall at the Vendors’ resonable request give assistance and provide information to the Vendors for the Vendors’ transfer of the Incomplete Instruments to the Purchaser and for the Vendors’ verification of the number of Incomplete Instruments. In the event that the Vendors fail to effect the registration of at least ninety (90) per cent of the Instruments at the Completion Date in accordance with Clause 5.4 above, the securities account as provided for in Section 5.2 (i) 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 provisions of this Agreement prior to such termination; and (ii) if applicableabove, the Observer Purchaser shall no longer be entitled have the right to attend the meetings of the Board (or any committee thereof) and the nominees of the Purchaser appointed on the Board in accordance with Clause 6.2 shall resign with immediate effectrescind this Agreement.

Completion. 5.1. Subject to 5.1 Completion shall take place forthwith upon execution of this Agreement provided that the conditions set out in Clauses 3.1, 3.2 and 3.3, Completion shall take place on the Completion DateClause 4.1 have been satisfied. 5.2. 5.2 The obligations Shareholders shall procure that an extraordinary general meeting of the Company is duly convened and held at which there are proposed and passed special resolutions of the Company to adopt, subject to the passing of the other resolutions referred to in this Clause 5, the New Articles. 5.3 Forthwith upon the provisions of Clause 5.2 being complied with: 5.3.1 Dexo BioPharm shall subscribe for 651 Ordinary Shares for cash at par (in addition to the 100 ordinary shares already held by it having taken the subscriber share on incorporation): 75.1%; 5.3.2 Crescent shall subscribe for 69 Ordinary Shares for cash at par: 6.9%; 5.3.3 ▇▇▇▇▇▇ ▇▇▇▇▇▇ shall subscribe for 60 Ordinary Shares for cash at par: 6%; 5.3.4 Luma Auchi shall subscribe for 60 Ordinary Shares for cash at par: 6%; 5.3.5 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall subscribe for 60 Ordinary Shares for cash at par: 6%; 5.3.6 the Directors and BioProgress shall authorise the execution and entry into of the Loan Agreement; 5.3.7 each of the Parties under Shareholders shall appoint its nominees as Directors; 5.3.8 the Directors and BioProgress/Crescent (as appropriate) shall approve the execution and exchange of the Ancillary Agreements. 5.4 Upon the provisions of Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously being complied with and are fully effective. 5.3. On the Completion 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 further consideration of the Sale Shares to the Demat Account share subscriptions at par in accordance with clause 5.3 above, each of the Purchaser (details of which following agreements 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 shallentered into and, to the extent that it is able to do so through exercise of its voting rightsprovides, procure that a Board meeting is held at which the following business shall be transactedduly completed: (a) 5.4.1 non exclusive product licence agreements in the appointment of directors nominated approved form to be granted by the Purchaser on the Board shall be approved; and (b) an extra-ordinary general meeting of the shareholders of Crescent to the Company in respect of certain technology owned by Crescent; 5.4.2 a services agreement in the approved form 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 granted by Crescent to the Completion Date as follows: (i) By the mutual written consent of the Purchaser Company pursuant to which Crescent will make available licence data and the Seller. (ii) By the Sellerwill supply regulatory, upon written notice licensing medical affairs and other manufacturing resource 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 Company for the purposes of this Clause 5.4(ii) shall not include the Financing)its business; (iii) By 5.4.3 a non exclusive licence agreement in the Purchaser, upon written notice approved form to be granted by BioProgress to the SellerCompany in respect of TABWRAP, if SEPTUM, SWOLLO, SOLULEAVES, FOAMBURST and WAFERTAB technologies; 5.4.4 a services agreement in the conditions set out in Clauses 3.2 and 3.3 have not been satisfied (or 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 approved form pursuant to this Clause 5.4(iii) if Purchaser’s breach which BioProgress will provide the services of this Agreement has prevented or materially delayed a development team and material science and engineering resources, and office administration and company secretarial services to the consummation Company on a fully costed basis; 5.5 The Shareholders undertake with one another, and the Company undertakes with each of the Transactions.Shareholders, that: (iv) By the Seller (if the Seller is not 5.5.1 it will hold its Shares subject to and comply 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 all respects with Clause 5.4 above, (i) 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 provisions of this Agreement prior to such terminationand the Articles, and will duly perform and observe the obligations undertaken by it under any of the Ancillary Agreements; and (ii) if applicable, the Observer shall no longer be entitled to attend the meetings 5.5.2 any warranty or representation given or made by it under any of the Board (or any committee thereof) Ancillary Agreements is true and the nominees of the Purchaser appointed on the Board in accordance with Clause 6.2 shall resign with immediate effectaccurate.

Completion. 5.1. Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3, (1) Completion shall take place on at the Completion Date. 5.2. The obligations of each offices of the Parties under Vendor's Solicitors at 11 am on 24 April 1998 (or such other time as may be agreed in writing between the parties) when the events set out in the following provisions of this Clause 5.3 below are interdependent of each other. The Completion 11 shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. On the Completion 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 Accounttake place. (ii2) The Seller Vendor shall effect delivery to the Purchaser on the Effective Time of those Sale Assets capable of being transferred by delivery and of the 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) provide to its Depository Participant duly executed DP Instructions with effect from the Effective Time convey assign or otherwise vest in the prescribed form for the transfer Purchaser benefit and title to such of the Sale Shares Assets as are not capable of being transferred by delivery and deliver to the Demat Account Purchaser possession of and title to all the Purchaser (details of which shall be provided to the Seller in writing as soon as practicable after the Execution Date); other Sale Assets transferable by delivery; (b) procure its Depository Participant to duly acknowledge such DP Instructions; (c) that CAL shall enter into and deliver a copy of such acknowledgement to the Purchaser; Purchaser the Property Transfer and (d) use best endeavours deliver to procure credit the Purchaser all documents and/or deeds of title relating to the Sale Shares 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 Demat Account of the PurchaserPurchaser where they are situated. (iii4) The Seller shall, to the extent it is able to do so through exercise of its voting rights, Vendor shall procure that a Board meeting is held at which ▇▇▇▇▇▇▇▇▇ shall and the following business Purchaser shall be transacted:enter into the Site 2 Lease and the Site 3 Lease. (5) The Purchaser shall:- (a) pay the appointment of directors nominated Initial Payment to the Vendor by telegraphic transfer to the Purchaser on the Board shall be approvedVendor's bank account at Barclays Bank plc, ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, sort code 20-00-00T, Account number 8031 2339; 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 deliver 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 (Vendor duly executed guarantee and/or other financial bond 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 instrument required 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 Financing6(5); (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 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 Clause 5.4 above, (i) 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 provisions of 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 appointed on the Board in accordance with Clause 6.2 shall resign with immediate effect.

Completion. 5.1. Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3, 4.1 Completion shall take place at the offices of the Purchaser’s Lawyers at 11:00 a.m. (Amsterdam time) on [date] or at such other time and on such other date as the Seller and the Purchaser may agree. 4.2 At Completion each party shall do, or procure to be done, those things respectively listed in relation to it or its Group in Schedule 7 (Completion). 4.3 At 10:00 a.m. (Amsterdam time) on the Completion Date. 5.2. The obligations day of each of the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations specified in Clause 5.3Completion, have been simultaneously complied with and are fully effective. 5.3. On the Completion Date: (A) as applicable, (i) Subject to deductions pursuant to Clause 4.4, the Purchaser shall remit the have paid Cash Purchase Consideration (in immediately available funds) to the Seller’s Bank Account. Price or (ii) The the Seller shall have paid the Seller Excess Cash I, in either case by wire transfer into the Notary’s account in accordance with Clause 27 and (aB) provide to its Depository Participant duly the Purchaser shall have executed DP Instructions and delivered the Purchaser Note in the prescribed form for the transfer respect of the Sale Shares to the Demat Account payment of the Purchaser Net Amount. Upon execution of the Deed(s) of Transfer in accordance with Schedule 6 (details Deed(s) of which Transfer), the Notary shall be provided hold the Cash Purchase Price, if any, and that Purchaser Note for the benefit of the Seller and the Seller Excess Cash I, if any, for the benefit of the Purchaser. The Notary shall pay and transfer the Cash Purchase Price, if any, and transfer the Purchaser Note, to the Seller in writing as soon as practicable after or, if applicable, the Execution Date); (b) procure its Depository Participant to duly acknowledge such DP Instructions; (c) deliver a copy of such acknowledgement Seller Excess Cash I to the Purchaser; and (d) use best endeavours to procure credit , in accordance with this Agreement immediately upon execution of the Sale Shares to the Demat Account Deed(s) of Transfer. 4.4 None 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 parties shall be transacted: (a) obliged to complete the appointment of directors nominated by the Purchaser on the Board shall be approved; and (b) an extra-ordinary general meeting sale and purchase of the shareholders of the Company to approve the matters Business unless all material things set out in this Clause 5.3(iii)(a4 and in Schedule 7 (Completion) and the amendment of the Articles of Association shall be convened. 5.4. This Agreement may be terminated have been done on or prior to Completion. This subclause shall not, however, prejudice any rights or remedies available to any party in respect of any default on the Completion Date as follows:part of the other party. 4.5 The Parties are aware of the fact that the Notary works with NautaDutilh, the firm that advises the Purchaser in the Transaction. With reference to the Code of Conduct (Verordening beroeps- en gedragsregels) established by the Royal Notarial Professional Organisation (Koninklijke Notariële Beroepsorganisatie), the Parties hereby explicitly agree (i) By that the mutual written consent of the Purchaser Notary shall execute any notarial deeds related to this Agreement 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 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 is assisted and represented by NautaDutilh in relation 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 the Merger Agreement and any of the conditions set forth in Clause 3.1 and/or 3.3 not to agreements that may 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 warrantyconcluded, or any unremedied material breach of a covenant or other agreementdisputes that may arise, 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 Dateconnection therewith. (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 Clause 5.4 above, (i) 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 provisions of 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 appointed on the Board in accordance with Clause 6.2 shall resign with immediate effect.

Completion. 5.1. Subject to 5.1 Completion in respect of the conditions set out in Clauses 3.1, 3.2 sale and 3.3, Completion purchase of the Sale Shares shall take place on the Completion Date, at such place and in such manner as the 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. The obligations of 5.2 At Completion, each of the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all Sellers shall: 5.2.1 deliver to or to the order of the obligations specified Buyer sold note(s) duly executed by each Seller in Clause 5.3, have been simultaneously complied respect of the Sale Shares as held by such ▇▇▇▇▇▇ completed in favour of the Buyer (or as it may direct); 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 Sale Shares in accordance with this Agreement and are fully effective. 5.3. On the Completion Date: (i) Subject to deductions pursuant to Clause 4.4, General Rules and the Purchaser shall remit the Purchase Consideration (in immediately available funds) Operational Procedures of CCASS to the Seller’s Bank Account.credit of the stock account of the CCASS Participant of the Buyer in accordance with the details provided to the Sellers by the Buyer; 5.2.3 deliver to the Buyer a stock transfer form (ii) The Seller shall (a) provide to its Depository Participant duly executed DP Instructions in the prescribed form for the transfer 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 Demat Account Buyer a copy of the Purchaser resolutions or minutes of the board of directors of Seller B (details in such form and substance to the satisfaction of which shall be provided 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 obligations under this Agreement and the documents listed under Clauses 4.1 and 5.2, with specimen signature of the director(s) who shall be the signatories to this Agreement and the 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 A Shares and the Seller B Shares shall be mutually conditional and 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 writing as soon as practicable after Clause 5.2, the Execution Date); (b) procure Buyer shall: 5.4.1 instruct its Depository CCASS Participant to duly acknowledge pay the Consideration in 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: (a) the appointment of directors nominated by the Purchaser on the Board shall be approved; and (b) an extra-ordinary general meeting of the shareholders of the Company to approve the matters manner as set out in Clause 5.3(iii)(a) 3, and deliver to the amendment respective Seller the written evidence of the Articles of Association shall be convened. 5.4. This Agreement may be terminated on or prior Buyer’s irrevocable instructions to its CCASS Participant to effect the Completion Date as follows: (i) By the mutual written consent payment 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) Consideration 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 (a “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 satisfied subject only to Completion where applicable) or waived (where applicable) delivery versus payment” basis 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 DateCCASS, 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 evidence shall constitute good and full discharge of the Purchaser Warranties, covenants or agreements under this Agreement so as to cause any Buyer's obligations in respect 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, payment 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 Clause 5.4 above, (i) 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 provisions of this Agreement prior to such terminationConsideration; and (ii) if applicable, the Observer shall no longer be entitled 5.4.2 deliver to attend the meetings each of the Board (or any committee thereof) and the nominees Sellers a copy of the Purchaser appointed on bought note(s) in respect of the Board in accordance with Clause 6.2 shall resign with immediate effectrelevant Sale Shares duly executed by the Buyer.

Completion. 5.1. Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3, 5.1 Completion under this Agreement shall take place on the Completion Date. 5.2. The obligations of each of the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless within ten (10) Business Days after all of the obligations specified conditions referred to in Clause 5.3, 2.2 have been simultaneously complied with satisfied, at such location and are fully effectiveat such time as the Parties may agree. 5.3. 5.2 On the Completion Date: (i) Subject to deductions pursuant to Clause 4.4Date all, 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 but not part only, 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: 5.2.1 The Seller shall deliver to the Buyer (a) to the appointment extent not already delivered prior to 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 Secretary’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 nominated by of the Purchaser Seller authorising a person or persons to execute this Agreement and the Assignment Documents on behalf of the Board shall be approvedSeller; and (b) an extra-ordinary general meeting of the shareholders of the Company to approve the matters set out 5.2.1.4 written confirmation 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 terms satisfactory 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 Buyer that the Seller shall not be entitled has notified 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 relevant insurers the interest of the Transactions (which term for Buyer in all property, assets and rights associated with the purposes 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 this Clause 5.4(ii) shall not include the Financing); (iii) By the Purchaser, upon written notice 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 conditions set out Buyer; and 5.2.2.4 deliver to the Seller a copy, certified as a true copy and in Clauses 3.2 full force and 3.3 have not been satisfied (effect by a director or satisfied subject only the secretary of the Buyer, of a resolution of the board of directors of the Buyer authorising a person or persons 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 execute this Agreement pursuant to this Clause 5.4(iii) if Purchaser’s breach of this Agreement has prevented or materially delayed and the consummation Assignment Documents on behalf of the Transactions. (iv) By Buyer; and the Seller (if Parties acknowledge and agree that all acts and transactions constituting Completion shall be regarded as a single transaction so that, at the Seller is not in material breach option of the Seller Warranties, covenants or agreements under this Agreement so as to cause any Party who is interested in the carrying out of the conditions set forth in Clause 3.2 and/or 3.3(i) not relevant act or transaction, no action or transaction shall be deemed 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 have taken place unless and until all other agreement, of the Purchaser contained actions and transactions constituting Completion shall have taken place as provided in this Agreement, which violation, breach or inaccuracy would cause any . The Parties acknowledge the essential nature of this provision. 5.3 Each of the conditions set forth 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, in Clause 3.1 and/or 3.3 not order to be satisfied as effect the transfer 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 Option Interests to the Long Stop Date. (v) By Buyer and to implement the Purchaser (if transactions contemplated hereunder and otherwise to carry out the Purchaser is not in material breach true intent 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 Clause 5.4 above, (i) 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 provisions of 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 appointed on the Board in accordance with Clause 6.2 shall resign with immediate effect.

Completion. 5.1. Subject 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 conditions set out in Clauses 3.1, 3.2 and 3.3, Completion shall take place on the Completion Date. 5.2. The obligations of each of the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. On the Completion 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 Property to the Purchaser; and (d) use best endeavours to procure credit , free clear of the Sale Shares to the Demat Account of the Purchaserany liens, charges or encumbrances. (iii) The Seller shall7.2 At the closing the Vendor will deliver, or cause 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 transacteddelivered: (a) Certified copies of such resolutions of the appointment shareholders and or directors or the Vendor as are required to be passed to authorize the execution delivery and implementation of directors nominated this Agreement and of all documents to be delivered by the Vendor pursuant thereto; (b) All deeds of conveyance, bills of sale, transfers and assignments in form and content satisfactory to the Purchaser's counsel, appropriate to effectively vest a good and marketable title to the Property in the Purchaser on to the Board shall be approvedextent contemplated by this Agreement, and immediately registerable in all places where registration of such instruments is required; and (bc) an extra-ordinary general meeting Duly executed releases of, or evidence to the reasonable satisfaction of the shareholders Purchaser as to the discharge of any and all liabilities which the Purchaser has not agreed to assume and which may be enforceable against any of the Company Property being purchased hereunder. 7.3 The Vendor will deliver to approve the matters set out in Clause 5.3(iii)(a) Purchaser an opinion from its legal counsel dated to the time of transfer, that the Purchaser has acquired good and marketable title to the amendment Property to the extent contemplated by this Agreement. 7.4 Upon the completion of the Articles of Association shall be convenedexploration and bulk sample program, the Vendor and Purchaser hereby agree to enter into a Joint Venture Agreement, on standard industry terms. 5.4. This 7.5 The eventual Joint Venture Agreement may be terminated on or prior to the Completion Date as followswill: (ia) By appoint the mutual written consent of Vendor as the Purchaser and Operator so long as 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)Vendor maintains a 50% interest; (iiib) By the PurchaserOperator will charge a budgetary 10% Management Fee, upon written notice will propose annual budgets that must be mutually agreeable to the Sellerboth Parties, if the conditions set out in Clauses 3.2 and 3.3 have not been satisfied (or satisfied subject only referred to Completion where applicable) or waived (where applicable) on or before the Long Stop Date; provided a Budget Committee comprised of one nominee of each Party hereto, plus one nominee 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.is mutually appointed; (ivc) By once approved the Seller annual budget must be mutually funded within 60 days; (if the Seller is not d) will contain a dilution clause whereby failure by either party to fund their pro-rata portion of annual budgeted expenditures will result in material breach dilution of the Seller Warrantiesthat party's interest on a straight line formula using $500,000 as a 50% basis, covenants or agreements under this Agreement so as down 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 minimum 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 Date1% industry standard Net Smelter Royalty Interest. (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 Clause 5.4 above, (i) 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 provisions of 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 appointed on the Board in accordance with Clause 6.2 shall resign with immediate effect.

Completion. 5.1. Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3, 4.1 Completion shall take place on immediately upon signing of this Agreement at the Completion Dateoffices of the Purchaser’s Solicitors. 5.2. The obligations 4.2 At Completion the Institutional Vendors shall comply with paragraph 1 of each Schedule 4 and the Non-Institutional Vendors shall comply with paragraphs 2 and 3 of the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effectiveSchedule 4. 5.3. On 4.3 At Completion the Completion DatePurchaser shall: (a) procure that the Initial Consideration is transferred by electronic bank transfer to the Vendors’ Solicitors and/or the solicitors to 3i and 3i Group (who are each hereby irrevocably authorised to so receive) less: (i) Subject to deductions pursuant to Clause 4.4, the sum of £12,529 which 3i Group has instructed the Purchaser shall remit the Purchase Consideration (in immediately available funds) to pay to the Seller’s Bank Account. (ii) The Seller shall (a) provide Company on its behalf in order to its Depository Participant duly executed DP Instructions pay up in full the prescribed form for the transfer amounts due on exercise of the Sale Shares to the Demat Account of 12,529 Warrants held by it and in respect thereof 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 hereby confirms that a Board meeting is held at which the following business shall be transacted: (a) the appointment of directors nominated by the Purchaser 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 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 immediately prior to Completion in accordance with Clause 5.4 above, it delivered (ior procured delivery of) this Agreement shall become void and of no further force and effect; provided, however, that a cheque for such sum to 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 provisions of this Agreement prior to such terminationCompany; and (ii) if applicablethe aggregate sum of £47,167.23 which ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇ (each being one of the Vendors) have irrevocably instructed the Purchaser to pay to the Company on their behalf in order to satisfy the employee’s NICs and income tax liability referred to in Clause 3.1(a)(ii) and in respect thereof the Purchaser hereby confirms that on Completion it shall pay such amount to the Company; (b) deliver to the Non-Institutional Vendors a copy of the Tax Deed duly executed by or on behalf of the Purchaser; (c) deliver the stock option agreement in the agreed form; (d) deliver the Service Agreements duly executed on behalf of the Company; (e) deliver the AF Compromise Agreement duly executed on behalf of the Purchaser; (f) deliver the deed of variation to the lease referred to in paragraph 4 of Schedule 3 in the agreed form; (g) deliver a copy of the resolutions of the board of OSI approving the Transaction and creating the Loan Notes and the US Loan Notes; (h) deliver a cheque in the amount of £5,457.22 to 3i to the Vendors’ Solicitors (who 3i hereby authorise to so receive on its behalf) to satisfy the Company’s obligation to pay a negotiation fee owed to 3i; (i) deliver the Consultancy Agreement executed by the Purchaser; (j) deliver copies of each of the following loan note instruments executed by the Purchaser: the 2005 Loan Note Instrument, the Observer shall no longer be entitled 2006 Loan Note Instrument, the 2007 Loan Note Instrument, the 2008 Loan Note Instrument, the FAP Loan Note Instrument, the SAP Loan Note Instrument and the TAP Loan Note Instrument; and (k) procure payment to attend the meetings Barclays Bank plc of the Board (sum of £485,232.98. 4.4 The Purchaser shall not be concerned to see to the application of the Initial Consideration paid under Clause 4.3 or any committee thereof) the consideration for the Sale Warrants paid under Clause 2.6 and the nominees receipt by the Vendors’ Solicitors and/or the solicitors to 3i and 3i Group of such sum in full shall be an absolute discharge to the Purchaser for the Initial Consideration and for the consideration for the Sale Warrants. 4.5 The Purchaser shall not be obliged to complete the purchase of any of the Purchaser appointed on Shares unless the Board purchase of all the Shares is completed at the same time in accordance with Clause 6.2 this Agreement. 4.6 On Completion, the Purchaser shall resign with immediate effectdeliver a copy of the Escrow Letter duly executed by it and the Purchaser’s Solicitors and the Non-Institutional Vendors shall deliver a copy of the Escrow Letter duly signed by the Vendors’ Agent.

Completion. 5.1. Subject to the conditions set out in Clauses Clause 3.1, 3.2 and 3.3, Completion shall take place on the Completion Date at the office of the Vendor (or at such other place as the Parties may agree). The Parties hereby agree and confirm that the Completion of this Agreement shall be deemed to be effective 5.00 p.m. (Singapore time) on the Completion Date. 5.27.1 On or before the Completion Date, the parties will execute a Software Development, Support and Non-Compete Agreement (“SDS Agreement”). The obligations of each SDS Agreement details the commitment of the Parties under Clause 5.3 below are interdependent of each otherVendor to provide ongoing intellectual property development and technical support. The Completion shall not occur unless all of SDS Agreement is set out in the obligations specified form and substance as included in Clause 5.3, have been simultaneously complied with and are fully effective.Schedule 2 to this Agreement; 5.3. 7.2 On the Completion Date: (A) The Vendor shall deliver to the Purchaser: (i) Subject to deductions pursuant to evidence of satisfaction of the Vendor’s obligations under Clause 4.4, 3 as may be reasonably required by the Purchaser shall remit the Purchase Consideration (in immediately available funds) to the Seller’s Bank Account.Purchaser; (ii) The Seller shall valid share certificates in respect of the Sale Shares in the name of the Vendor; (iii) duly executed share transfer forms in relation to the Sale Shares in favour of the Purchaser and/or its nominee in a form reasonably acceptable to Purchaser; (iv) duly certified copies of board resolution of the Target approving: (a) provide to its Depository Participant duly executed DP Instructions in the prescribed form for the transfer of the Sale Shares subject 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); same being duly stamped if necessary; (b) procure its Depository Participant to duly acknowledge such DP Instructions; the affixation of the Target’s common seal (where required); (c) deliver a copy the issue of such acknowledgement to the Purchaser; and (d) use best endeavours to procure credit new share certificates in respect of the Sale Shares in favour of the Purchaser and/or its nominee; and (d) the registration of the Purchaser and/or its nominee in the Target’s register of members as the holder of the Sale Shares; (v) such waivers or consents as may be necessary to enable the Purchaser and/or its nominees to be registered as holder of any and all of the Sale Shares, including but not limited to waiver of any pre-emption rights as may be prescribed by the Memorandum and Articles of the Target or otherwise; (vi) a certificate signed by a director of the Vendor in a form reasonably acceptable to Purchaser confirming and certifying that all the warranties set out in Schedule 1, where applicable, have been complied with and would be correct in all respects as if repeated on the Completion Date by reference to the Demat Account circumstances then existing and that all the representations, warranties, undertakings and convenants of the Vendor contained in Clauses 5 and 6.1 have been fully performed and observed by the Vendor; and (vii) a certificate signed by a director of Vendor in a form reasonably acceptable to Purchaser confirming and certifying that the Memorandum and Articles and all resolutions provided to Purchaser are current, true and correct. 7.3 Upon compliance with the provisions of Clause 7.2: (A) The Purchaser shall deliver to the Vendor: (i) valid share certificates in respect of the Consideration Shares in the name of the Vendor; (ii) evidence of satisfaction of the Purchaser.’s obligations under Clause 3 as may be reasonably required by the Vendor; (iii) The Seller shall, to duly certified copies of board resolution of 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 transactedPurchaser approving: (a) the appointment affixation of directors nominated the Purchaser’s common seal (where required); (b) the issue of new share certificates in respect of the Consideration Shares in favour of the Vendor and/or its nominee; (c) the registration of the Vendor and/or its nominee in the Purchaser’s register of members as the holder of the Consideration Shares; (d) the approval of the execution and delivery of this Agreement, the Preferred Stock Agreement, the Certficate of Designations, and the SDS Agreement, and the transactions contemplated hereunder and thereunder; (iv) such waivers or consents as may be necessary to enable the Vendor and/or its nominees to be registered as holder of any and all of the Consideration Shares, including but not limited to waiver of any pre-emption rights as may be prescribed by the Memorandum and Articles of the Purchaser on the Board shall be approvedor otherwise; and (bv) a certificate signed by an extra-ordinary general meeting officer of the shareholders of Purchaser in a form reasonably acceptable to Vendor confirming and certifying that all the Company to approve the matters warranties set out in Clause 5.3(iii)(a) Schedule 2, where applicable, have been complied with and the amendment of the Articles of Association shall would be convened. 5.4. This Agreement may be terminated correct in all respects as if repeated on or prior to the Completion Date as followsby reference to the circumstances then existing and that all the representations, warranties, undertakings and convenants of the Purchaser contained in Clauses 5 and 6.2 have been fully performed and observed by the Purchaser (where applicable). 7.4 If any one of the Parties breaches its obligations under this Clause 7, the other party shall be entitled, in addition to and without prejudice to all other rights and remedies available to it, including the right to claim damages, to: (i) By elect to terminate the mutual written consent of the Purchaser and the Seller.Agreement; (ii) By the Seller, upon written notice effect Completion so far as practicable having regard to the Purchaser, if the defaults which have occurred and subject to any terms and 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 which the Parties may agree in writing (“Long Stop Date”)writing; 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);or (iii) By the Purchaser, upon written notice to the Seller, if the conditions set out in Clauses 3.2 and 3.3 have fix a new date for Completion (not been satisfied (or 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 being more than 30 days after 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 Clause 5.4 above, (i) this Agreement shall become void and of no further force and effect; provided, however, that case the provisions of this Clause 5.5 and Clauses 1 (Definitions and Interpretation7 shall apply to Completion as so deferred. 7.5 If any one of the Parties terminates this Agreement pursuant to Clause 7.4(i), 11 (Announcements each Party’s further rights and Confidentiality), 12 (Notices), 13 (Governing Law, Disputes obligations shall cease immediately upon termination but termination shall not affect a Party’s accrued rights 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 obligations as at the termination date of this Agreement indefinitely and that nothing herein shall relieve any Party from any liability for fraud or any breach of the provisions of 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 appointed on the Board in accordance with Clause 6.2 shall resign with immediate effect.

Completion. 5.1. 5.1 Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3, provisions of this Agreement: (a) Credit Card Completion shall take place immediately following the signing of this Agreement at the offices of the Seller’s Solicitors; (b) Completion shall take place on the Completion DateDate at the offices of the Seller’s Solicitors; and (c) Final Completion shall take place on the Final Completion Date at the offices of the Seller’s Solicitors. 5.2. The obligations of each of 5.2 On Credit Card Completion the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. On the Completion DateSeller will deliver to Raphael Bank as CCIA’s designee: (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 except as set out in clause 5.3, all the prescribed form for the transfer Credit Card Assets which are capable 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); passing by delivery; (b) procure its Depository Participant to the Notices of Assignment duly acknowledge such DP Instructions; acknowledged by the Seller; (c) deliver a copy the Declaration of such acknowledgement to Trust duly executed by the Purchaser; and Seller; (d) use best endeavours to procure credit the Legal Assignment of Assets duly executed (but not dated) by the Sale Shares to Seller; and (e) the Demat Account of Transitional Services Agreement duly executed by the PurchaserSeller. (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 transacted5.3 On and from Credit Card Completion: (a) the appointment Seller shall hold to the order of directors nominated by Raphael Bank, as CCIA’s designee, the Purchaser on Customer Data and Files and the Board Credit Card Stock and shall be approvedafford Raphael Bank and CCIA full and unrestricted access to the Customer Data and Files; and (b) an extra-ordinary general meeting of the shareholders of the Company Seller shall deliver 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 followsCCIA: (i) By the mutual written consent assignment of the Purchaser and Monument Credit Card Intellectual Property in the agreed terms duly executed by the Seller.; (ii) By the Licence Back duly executed 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 satisfied subject only to Completion where applicable) or waived (where applicable) on or before the Long Stop DateExcluded Accounts Customer Data; 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.and (iv) By a signed letter addressed to Bank of America, CompuCredit Corporation and Raphael Bank in the agreed terms waiving with immediate effect certain provisions of the confidentiality agreement entered into between the Seller, Bank of America, CompuCredit Corporation and Arrow Global Limited in and during October 2006. 5.4 Within 10 Business Days after Credit Card Completion the Seller (if shall prepare and provide CCIA with the Closing Master File Tape which will be true, accurate and complete in all material respects. 5.5 On Completion the Seller will deliver to CompuCredit UK: (a) the Records duly completed and up to date in all material respects; (b) the Copy Records duly completed and up to date in all material respects; (c) all payroll records, records of National Insurance, PAYE and income tax records relating to all Pool 1 Transferring Employees duly completed and up to date in all material respects and the Employment Information relating to all Pool 1 Transferring Employees up to date as at the date which is not in material breach of the Seller Warranties, covenants or agreements under this Agreement so as three Business Days prior 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; (d) all the other Infrastructure Assets (excluding the Information Technology Infrastructure Assets and the BIN) which are capable of passing by delivery; (e) (subject to the provisions of Schedule 6), vacant possession of the Property, save for Transferring Employees 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 Fixtures which are to transfer from the Seller or is not reasonably capable to CompuCredit UK under the terms of being cured prior to the Long Stop Date.this Agreement; (vf) By the Purchaser (if the Purchaser is not a capital allowances election in material breach respect of the Purchaser Warranties, covenants or agreements under this Agreement so as to cause any of Fixtures in the conditions form set forth out in Clause 3.1 and/or 3.3 not to be satisfied), upon written notice to Schedule 9 duly executed by 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 Clause 5.4 above, (i) 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 provisions of this Agreement prior to such termination; and (iig) if applicable, the Observer shall no longer be entitled to attend the meetings assignment of the Board (or any committee thereof) Monument Infrastructure Intellectual Property in the agreed terms duly executed by the Seller. On each Pool 2 Transitional Activities Assumption Date the Seller will deliver to CompuCredit UK all payroll records, records of National Insurance, PAYE and income tax records relating to all Pool 2 Transferring Employees performing the relevant Pool 2 Activity duly completed and up to date in all material respects and the nominees of Employment Information relating to the Purchaser appointed on Pool 2 Transferring Employees performing the Board in accordance with Clause 6.2 shall resign with immediate effectrelevant Pool 2 Activity up to date as at the date which is three Business Days prior to the relevant Pool 2 Transitional Activities Assumption Date.

Completion. 5.1. Subject 5.1 Completion under this Agreement shall take place at the Seller’s offices on the tenth (10th) Business Day after the date on which the last of the Conditions Precedent has been fulfilled or waived, or at such other location and/or at such other time as the Parties may agree Provided that if, for reasons beyond the reasonable control of the Purchaser, Completion has not occurred by (i) 23rd November 2011, or (ii) such earlier date which is the day before the day the relevant moratorium period in relation to the conditions Licence extension begins then, unless the Seller establishes to the reasonable satisfaction of the Purchaser that Completion (i) can still take place in accordance with the intent of this Agreement and (ii) Completion will not breach any term of the Licence or the terms of the Licence extension proposed in relation thereto, this Agreement shall be deemed to have terminated with immediate effect and neither Party shall have any liability under this Agreement to the other Party save for its obligations set out in Clauses 3.1, 3.2 Clause 12 and 3.3, Completion shall take place on Clause 4.4.2 and save for liability for any breach of this Agreement prior to the Completion Datedate of termination. 5.2. The obligations 5.2 At Completion all, but not part only, of each of the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. On the Completion 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: 5.2.1 The Purchaser shall: (a) pay to the Seller the balances due to the Seller pursuant to the Interim Completion Statement prepared in accordance with Clauses 3.8 and 3.9.1 by means of telegraphic transfer in immediately available funds to the Seller’s Account for value in Dollars and/or Pounds (as the case may be) on the Completion Date; (b) deliver to the Seller (to the extent not already delivered prior to Completion) a copy of the relevant consents, approvals, confirmations or waivers, if any, referred to in the Conditions Precedent and obtained by or on behalf of the Purchaser; (c) 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 secretary of the Purchaser, of a resolution of the board of directors of the Purchaser authorising its entry into the transactions contemplated by this Agreement and authorising a person or persons to sign this Agreement and all of the other documentation contemplated by this Agreement (including the Assignment Documents) on behalf of the Purchaser; and (d) subject to Clause 5.2.3, execute and deliver those of the Assignment Documents to which it is a signatory. 5.2.2 The Purchaser shall (and shall, if appropriate, ensure that its Affiliates shall) execute such other documents and do all such other acts and things as may reasonably be required, in order to effect the transfer of the Interests to the Purchaser and to implement the transactions contemplated hereunder and otherwise to carry out the true intent of this Agreement. 5.2.3 The Seller shall deliver to the Purchaser (to the extent not already delivered prior to Completion): (a) the appointment of directors nominated Assignment Documents duly executed by all the parties thereto, or by the administrator on their behalf pursuant to the provisions of the Master Deed, other than the Purchaser on (and, in the Board shall be approved; andcase of the deeds of Licence assignment, the Secretary); (b) an extra-ordinary general meeting a copy of all the documents comprising the Secretary’s Consent; (c) a copy of the shareholders other relevant consents, approvals, confirmations or waivers, if any, referred to in the Conditions Precedent and obtained by or on behalf of the Company to approve the matters set out in Clause 5.3(iii)(aSeller; (d) and the amendment a copy, certified as a true copy of the Articles power of Association shall be convened. 5.4. This attorney authorising the execution of this Agreement may be terminated and all the other documentation contemplated by this Agreement (including the Assignment Documents) on or prior to the Completion Date as follows: (i) By the mutual written consent behalf of the Purchaser and the Seller. 5.2.4 The Seller shall pay to the Purchaser any balances due to the Purchaser pursuant to the Interim Completion Statement prepared in accordance with Clauses 3.8 and 3.9.1, by means of telegraphic transfer in immediately available funds to the relevant Purchaser’s Account for value in Dollars and/or Pounds (iias the case may be) By on the SellerCompletion Date. 5.2.5 The Seller shall (and shall, upon written notice if appropriate, ensure that its Affiliates shall) execute such other documents and do all other acts and things as may reasonably be required, in order to effect the transfer of the Interests to the Purchaser, if to implement the conditions set transactions hereby contemplated and otherwise carry out the true intent of this Agreement. Without prejudice to its obligations under Clause 4, the Seller shall procure that (to the extent not delivered prior to Completion) the Licensed Interest Documents and all Data in Clauses 3.1 and 3.3 have not been satisfied the possession or control of the Seller (or satisfied subject only to copies of such Licensed Interest Documents and Data, if copies, but not originals, are in the Seller’s possession) are made available for collection by the Purchaser at its own expense within normal business hours as soon as reasonably practicable after the 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 ; 5.3 The Purchaser acknowledges that the Seller shall not be entitled have the right to terminate this Agreement pursuant to this Clause 5.4(ii) if Seller’s breach retain copies of this Agreement has prevented or materially delayed any Licensed Interest Documents together with copies of such Data as the consummation of the Transactions (which term Seller may reasonably require for the purposes conduct of this Clause 5.4(ii) shall not include the Financing); (iii) By the Purchaserits business, upon written notice subject to the Sellersame being maintained in confidence, if and in this regard the conditions set out in Clauses 3.2 and 3.3 have not been satisfied (or satisfied subject only provisions of Clause 4.3 shall apply 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 in the Seller is not in material breach of the Seller Warranties, covenants or agreements under this Agreement so same way 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 they apply to the Purchaser. 5.4 The Purchaser undertakes that (i) subject to (ii) below, if there has been a material inaccuracy following Completion it shall not and shall procure that its Affiliates shall not make use of any statement stationery, invoices, forms, seals, trademarks, logos and any other similar articles or warrantysymbols showing the expression “Shell”, “Enterprise” or any unremedied material breach of other expression likely to suggest 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 connection with the Seller or cured by with its Affiliates or with the Purchaser within 20 (twenty) Business Days after receipt by the Purchaser Shell group of written notice thereof from the Seller or is not reasonably capable of being cured prior to the Long Stop Datecompanies. (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 Clause 5.4 above, (i) 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 provisions of 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 appointed on the Board in accordance with Clause 6.2 shall resign with immediate effect.

Completion. 5.1. (a) Subject to the terms and conditions set out in Clauses 3.1of this Agreement, 3.2 and 3.3, Completion shall the signing of the Notarized SPA with respect to the Participatory Interest (the "Completion") will take place at a location to be agreed by the Parties and on such date as the Parties may mutually determine (the "Completion Date. 5.2"). The obligations of each of the Parties under Clause 5.3 below are interdependent of each other. The No Party shall be required to proceed to Completion shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. On the Completion Dateunless: (i) Subject to deductions pursuant to Clause 4.4, the Purchaser shall remit Notarized SPA covers the Purchase Consideration (purchase of the entire Participatory Interest simultaneously in immediately available funds) to accordance with the Seller’s Bank Account.terms and conditions set forth in this Agreement; (ii) The Seller shall all Transaction Documents (a) provide to its Depository Participant duly executed DP Instructions including Non-Assert Covenant in the prescribed form for the transfer of the Sale Shares Exhibit D to the Demat Account of the Purchaser (details of which shall be provided Manufacturing License Agreement) are executed by all parties thereto at or prior 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.Completion, and (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: (a) the appointment of directors nominated by the Purchaser on the Board shall be approved; andLong Stop Date has not yet occurred. (b) an extra-ordinary general meeting of the shareholders of the Company The Purchasers shall not be required 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 proceed with Completion Date as followsunless: (i) By the mutual written consent of the Purchaser Equipment Contribution and the Seller.Intellectual Property Contribution are completed and the Purchasers receive appropriate evidence thereof, in form and substance satisfactory to the Purchasers; (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)FAS Consent is received by Purchaser 1; (iii) By EGRUL does not contain any entry on the Purchaser, upon written notice incorrectness of information contained therein with regard to the Seller, if the conditions set out in Clauses 3.2 and 3.3 have not been satisfied (or 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.Company; (iv) By there are no circumstances that are reasonably likely to result, under Applicable Law, in the Seller (if Russian Tax authorities refusing to register the Seller is not in material breach transfer of ownership 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 Participation Interest 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 Purchasers pursuant to the Long Stop Date.Notarized SPA; and (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 no Material Adverse Effect occurs with respect 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 DateCompany. (vic) By The Seller shall not be required to proceed with Completion unless the Seller or receives evidence of the Purchaser, upon written notice payment by Purchaser 1 of the Purchase Price – Cash Portion 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 TransactionsEscrow Account. 5.5. If this Agreement is terminated prior to Completion in accordance with Clause 5.4 above, (i) 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 provisions of 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 appointed on the Board in accordance with Clause 6.2 shall resign with immediate effect.

Completion. 5.1. Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3, 4.01 Completion shall take place on the Completion Date. 5.2. The obligations of each of the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. On the Completion Date: (i) Subject a date to deductions pursuant to Clause 4.4, be determined by 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 and at such place 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 determined by the Purchaser. (iii) The Seller shall4.02 At Completion, 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: (a) the appointment of directors nominated by Vendors shall deliver or shall procure the Purchaser on the Board shall be approved; and (b) an extra-ordinary general meeting delivery 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 following to the Completion Date as followsPurchaser: (i) By duly executed transfers of the mutual written consent Sale Shares by the registered holders thereof in favour of the Purchaser and or such other person(s) as it may nominate together with the Seller.relevant share certificates; (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 other documents as may be mutually agreed between reasonably required to give good title to the Parties 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 writing (“Long Stop Date”); provided that approved terms under which any of the Seller shall not be entitled documents referred to terminate this Agreement pursuant to in this Clause 5.4(ii4.02 (a) if Seller’s breach is executed; (b) the Purchaser shall: (i) present the instruments of this Agreement has prevented or materially delayed the consummation transfer together with share certificates in respect of the Transactions Sale Shares to the Companies for registration; (which term for ii) approve the purposes issue and allotment of this the Consideration Shares to Sino in accordance with Clause 5.4(ii) shall not include the Financing)3; (iii) By pay the Purchaser, upon written notice 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. (c) Sino shall: (i) deliver to the Seller, if Purchaser the conditions due diligence documents as set out in Clauses 3.2 the Schedule hereto and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) on or before all other documents as may be required for the Long Stop Date; provided that issuance and registration of the Consideration Shares in the name of Sino; 4.03 The Purchaser shall not be entitled obliged to terminate complete this Agreement pursuant to this unless the Vendors comply fully with the requirements of Clause 5.4(iii) if Purchaser’s breach of this Agreement has prevented or materially delayed 4.02(a). 4.04 If the consummation obligations of the Transactions.Vendors under Clause 4.02(a) are not complied with on the Completion Date the Purchaser may: (iva) By the Seller defer Completion (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 Clause 5.4 above, (i) this Agreement shall become void and of no further force and effect; provided, however, that the provisions of this Clause 5.5 4 shall apply to Completion as so deferred); or (b) proceed to Completion as far as practicable (without limiting its rights and Clauses 1 (Definitions and Interpretation), 11 (Announcements and Confidentiality), 12 (Notices), 13 (Governing Law, Disputes and Jurisdiction), 14.1 (Entire remedies under this Agreement), 14.6 ; or (Variation), 14.7 (No Assignment), 14.8 (Waiver), 14.9 (Severability), 14.10 (Supersessionc) and 14.11 (Expenses) shall survive the termination of treat this Agreement indefinitely and that nothing herein shall relieve any Party from any liability as terminated for fraud or any breach of the provisions of this Agreement prior a condition, without prejudice to such termination; andany rights and remedies it may have in respect hereof. (ii) if applicable, the Observer shall no longer be entitled 4.05 The Vendors jointly and severally undertake to attend the meetings of the Board (or any committee thereof) and the nominees of indemnify the Purchaser appointed on the Board in accordance with Clause 6.2 shall resign with immediate effectagainst 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. 5.1. Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3, 5.1 Completion shall take place on the Target Completion Date. 5.2. The obligations of each of Date at or before 4:00 p.m. (Hong Kong Time) (or such date, time or place as agreed in writing by the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of Parties), when the obligations specified in Clause 5.3, have been following business will be simultaneously complied with and are fully effective. 5.3. On the Completion Datetransacted: (i) Subject to deductions pursuant to Clause 4.45.1.1 At Completion, the Purchaser Vendor shall remit the Purchase Consideration (in immediately available funds) deliver or cause 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 delivered 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: (a) the appointment of directors nominated a completion confirmation letter to be executed by the Purchaser on Vendor, in the Board shall be approved; and (b) an extra-ordinary general meeting of the shareholders of the Company to approve the matters form set out in Clause 5.3(iii)(a) and the amendment of the Articles of Association shall be convenedSchedule 5. 5.4. This Agreement may 5.1.2 At Completion, the Purchaser shall deliver or cause to be terminated on or prior delivered to the Completion Date as followsVendor: (ia) By the mutual written consent of the Purchaser and the Seller. (ii) By the Seller, upon written notice a completion confirmation letter to be executed by the Purchaser, if in the conditions form 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 Schedule 5. 5.1.3 If any of the Transactions (which term for the purposes provisions of this Clause 5.4(ii5 (Completion) shall are not include fully complied with or on the Financing); (iii) By Target Completion Date, notwithstanding any other provision in this Agreement, the Purchaser, upon written notice to the Seller, if the conditions set out in Clauses 3.2 Vendor and 3.3 have not been satisfied (or 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 obliged to terminate this Agreement pursuant to this Clause 5.4(iii) if Purchaser’s breach of this Agreement has prevented or materially delayed complete the consummation sale and purchase of the Transactions. (iv) By the Seller (if the Seller is not Sale Shares and may, in material breach of the Seller Warrantiesits absolute discretion, 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 by written notice to the Purchaserother Party before or on the Target Completion Date be entitled (in addition to and without prejudice to all other rights or Completion, if there has been a material inaccuracy of any statement or warranty, or any unremedied material breach of a covenant or other agreement, the Purchaser shall deliver to the Vendor an original of the Purchaser contained in this Agreement, which violation, breach or inaccuracy would cause any signed resolutions of the conditions set forth in Clause 3.1 and/or 3.3 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 to be satisfied as of more than thirty (30) days after the Target Completion Date, and such violation, breach or inaccuracy has not been waived by in which case 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 Clause 5.4 above, (i) this Agreement shall become void and of no further force and effect; provided, however, that the foregoing provisions of this Clause 5.5 and Clauses 1 5.1.3 shall apply to Completion as so deferred; or (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 (Supersessionc) and 14.11 (Expenses) shall survive the termination of terminate this Agreement indefinitely (other than the Surviving Provisions) and, save and that nothing herein except an obligation by the Vendor to refund the Cash Consideration, no party shall relieve have any Party from claim of any liability for fraud or nature whatsoever against any breach other party under this agreement (save in respect of any rights and liabilities of the provisions of this Agreement prior parties which have accrued before termination or in relation to such termination; and (ii) if applicable, the Observer shall no longer be entitled to attend the meetings any of the Board (or any committee thereof) and the nominees of the Purchaser appointed on the Board in accordance with Clause 6.2 shall resign with immediate effectSurviving Provisions).

Completion. 5.1. Subject 4.1 Upon fulfilment of all the Conditions Precedent to the conditions set out satisfaction of the Purchaser or if specifically waived in Clauses 3.1writing by the Purchaser, 3.2 and 3.3, the Parties shall proceed to complete the sale of the Shares to the Purchaser (‘Completion’) in the manner provided in this Clause. Such Completion 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. 5.2. The obligations of each of the Parties under Clause 5.3 below are interdependent of each other. 4.2 The Completion shall not occur unless all of the obligations specified in Clause 5.3take place at Economic Laws Practice, have been simultaneously complied with and are fully effective. 5.3. On the Completion 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: (a) the appointment of directors nominated by the Purchaser 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 ▇▇▇▇▇▇ – 400021 or such later date other place as may be mutually agreed between upon by the Parties in writing (“Long Stop Parties. 4.3 On the Completion Date”); provided that , 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 be entitled to terminate this Agreement pursuant to this Clause 5.4(ii) if Seller’s aware of any matter or thing which is in 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 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 inconsistent with any of the conditions set forth in Clause 3.2 and/or 3.3(iRepresentations and Warranties; b) not to 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 satisfied)held at which, upon written notice the Board shall pass resolutions approving the transfer of the Shares held by the Seller 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, endorse share certificates in the name of the Purchaser contained and deliver the share certificates to the Purchaser and record such transfer in this Agreement, which violation, breach or inaccuracy would cause any the register 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 members maintained by the Seller or cured by Company and incorporate 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 name of the Purchaser Warranties, covenants or agreements under as the legal and beneficial owner of the Shares in the register of members of the Company. 4.5 On the Completion Date the Purchaser shall pay to the Seller the Purchase Price by way of telegraphic transfer. 4.6 The Parties to this Agreement so as agree to cause any of take all measures that may be required to ensure to the conditions set forth extent possible, that all the events contemplated 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 4 above on 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 Clause 5.4 above, (i) 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 provisions of 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 appointed Date are completed on the Board in accordance with Clause 6.2 shall resign with immediate effectsame day1.

Completion. 5.1. Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3, 6.1 Completion of this Agreement shall take place remotely on the Completion Date, or as otherwise agreed upon by the Parties. 5.2. The obligations of each of the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. 6.2 On the Completion Date: (i) Subject to deductions pursuant to Clause 4.4, the Purchaser Parties shall remit sign, acknowledge and submit all documents which are reasonably required to implement the Purchase Consideration (Transaction in immediately available funds) to accordance with 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 provisions 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; this Agreement. In addition, on Completion, Videology Imaging Corporation and (d) use best endeavours to procure credit of the Sale Shares to the Demat Account of the Purchaser. (iii) The Seller shallVideology Imaging Solutions, to the extent it is able to do so through exercise of its voting rightsInc., procure that a Board meeting is held at which the following business shall be transacted: (a) the appointment of directors nominated by the Purchaser 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 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 manner: 6.3.1 the Furniture and Equipment and the Stock shall be transferred to the Purchaser (i) by enabling the Purchaser to exercise control over the assets mentioned, (ii) By 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 Seller, upon written notice 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, if these shall be transferred to the conditions set out in Clauses 3.1 and 3.3 have not been satisfied (or satisfied subject only to Purchaser on the Completion where applicable) or waived (where applicable) on or before 270 (two hundred seventy) days Date by means of a notification from the Execution Date or such later date 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 may from the Completion Date; 6.3.2 the Accounts Receivable and the Licences shall be mutually agreed between transferred to the Purchaser by the Parties signing the Deed of Assignment, in writing (“Long Stop 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, in the form attached as Schedule 7, the Seller having delivered a copy of the letter 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, the 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, as part of the Furniture and Equipment, in the name of the Purchaser on the Completion Date”); provided . 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 Agreement fails to approve or cooperate with the transfer, the 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 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 transferred to the Seller, if the conditions set out in Clauses 3.2 and 3.3 have not been satisfied (or satisfied subject only to Completion where applicable) or waived (where applicable) Purchaser on or before the Long Stop Date; provided that Completion Date for whatever reason – at 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, risk and account of the Purchaser contained in this Agreement, which violation, breach or inaccuracy would cause any as of the conditions set forth in Clause 3.1 and/or 3.3 not Completion Date and shall transfer these Assets to the Purchaser at the Purchaser’s first request as soon as such a transfer can be satisfied 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, and such violationbut no later than on the Completion Date, breach or inaccuracy has not been waived by the Seller or cured by shall have performed all acts and signed all documents that are required to transfer the Business to the Purchaser within 20 (twenty) Business Days after receipt by 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 written notice thereof from 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 or is not reasonably capable hereby transfers all its claims, including any future rights in respect of being cured prior the Assets 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 . 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 shall acquire full title to the Long Stop 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. (vi) By the Seller or the Purchaser, upon written notice . This arrangement is without prejudice 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 Clause 5.4 above, (i) 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 provisions of 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 rights of the Purchaser appointed 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 6.9 result from any of the Contracts and Agreements, the Seller shall exclusively exercise the rights and obligations under the Contract or Agreement concerned for and on behalf of the Purchaser. 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 possible – grants the Purchaser an irrevocable power of attorney to act on the Board Seller’s behalf as the party to the contract. The Purchaser indemnifies the Seller in accordance with Clause 6.2 respect of the fulfilment after the Completion Date of the Contracts and Agreements for which the contract takeover has not yet occurred as of the Completion Date. The Parties undertake towards one another to do everything that may reasonably be necessary or useful for the performance of any such Contract or Agreement at the Purchaser’s risk and account. 6.11 All costs regarding the transfer, assignment, assumption and/or takeover (as the case may be) relating to the Assets are for everyone’s own account and all Taxes related thereto shall resign with immediate effectbe born by the Party incurring such Tax obligation. The closing commission due to OEM Capital Corp is at the Seller’s expense.

Completion. 5.1. Subject to 7.1 Within 3 working days after receipt of the conditions set out Subscription Price, the Company shall issue a certificate in writing confirming receipt of the payment and acknowledging that the Subscriber holds 20% of the registered capital of the Company. 7.2 On compliance with Clauses 3.15 and 6, 3.2 and 3.3, procedures for Completion shall take place on the Completion Date. 5.2. The obligations Complete Date at the place of each of the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. On the Completion 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: (a) the appointment of directors nominated by the Purchaser on the Board shall be approved; and (b) an extra-ordinary general meeting of the shareholders registration of the Company to approve complete all (but not part only) of the matters set out prescribed in Clause 5.3(iii)(a) and 7. 7.3 On Completion, the amendment Original Individual Shareholders of the Articles Company shall: 7.3.1 procure that the Original Individual Shareholders shall transfer a total of Association shall be convened. 5.4. This Agreement may be terminated on or prior 1,000,000 equity to the Completion Date as follows:Subscriber; and for this purpose, the Original Individual Shareholders agree that the Subscriber’s lawyers may deliver the Equity Transfer Forms duly executed by the Original Individual Shareholders to the Subscriber for its execution; 7.3.2 procure that the Subscriber shall hold the New Capital issued by the Company, which together shall represent 20% of the total registered capital of the Company; 7.3.3 deliver to the Subscriber certified copies of (i) By the mutual written consent resolutions of the Purchaser Shareholders and Directors of the Seller. Company approving the Equity Transfer and approving and authorizing the increase of the New Capital and Equity Subscription thereof; and (ii) By the Seller, upon written notice information relating 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 change of Shareholders from the Execution Date or such later date as may be mutually agreed between the Parties in writing (“Long Stop Date”)Industry and Commerce Bureau; provided and 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 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 Clause 5.4 above, (i) this Agreement 9.2, a person nominated by the Subscriber shall become void be appointed as a non-executive Director 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 supervisor of the provisions Company; such Director shall not participate in the day-to-day management of this Agreement prior to such terminationthe Company; and (ii) if applicable7.3.4 after the Equity Transfer and Equity Subscription, the Observer Subscriber shall no longer be entitled to attend the meetings hold 20% of the Board (or any committee thereof) total registered and the nominees issued capital of the Purchaser appointed on Company. 7.4 On Completion, the Board Subscriber shall: 7.4.1 execute the Equity Transfer Forms duly executed by the Original Individual Shareholders, and deliver the same to the Company for recordal of the relevant Equity Transfer; 7.4.2 pay the Transfer Price to the Original Individual Shareholders in accordance with Clause 6.2 shall resign with immediate effect3; 7.4.3 deliver to the Company such documents as may be required to apply for the Equity Subscription; and 7.4.4 deliver to the Company a certified copy of the resolution of the board of directors of the Subscriber approving and authorizing the Equity Transfer and Equity Subscription herein.

Completion. 5.1. Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3, 5.1 Completion shall take place within five (5) Business Days after the day on which the Completion Date. 5.2. The obligations of each last of the Conditions Precedent is satisfied or such other date as agreed by the Parties under Clause 5.3 below are interdependent of each other. The Completion in writing when the following transactions shall not occur unless all be effected: 5.1.1 At the prior written request of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. On the Completion Date: (i) Subject to deductions pursuant to Clause 4.4Subscriber, the Purchaser Company shall remit the Purchase Consideration (in immediately available funds) deliver 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 Subscriber 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 transactedfollowing: (a) the appointment letter of directors nominated by the Purchaser on Stock Exchange granting listing approval to the Subscription Shares as referred to in Clause 4.1; (b) the letter of the SFC granting the Whitewash Waiver as referred to in Clause 4.1; (c) the resolutions of the Board shall be approvedapproving this Agreement and the transactions contemplated hereunder (including the Subscription) and the issue of the Subscription Shares and showing authority of the person(s) executing this Agreement on behalf of the Company; and (bd) an extra-ordinary general meeting of the shareholders resolutions passed by the Shareholders and/or the Independent Shareholders (as the case may be) of the Company to approve at the matters set out in Clause 5.3(iii)(a) EGM approving this Agreement and the amendment of transactions contemplated hereunder (including the Articles of Association shall be convenedSubscription), the Specific Mandate and the Whitewash Waiver. 5.4. This Agreement may be terminated 5.1.2 The Subscriber shall pay the Subscription Price to the Securities Account before 9:00 a.m. on or prior to the Completion Date as follows:pursuant to Clause 3.1, which money shall be dealt with in accordance with Clause 5.1.4. 5.1.3 The Company shall before 3:00 p.m. on the Completion Date deliver or procure to be delivered to the Brokering Agent (i) By the mutual written consent on behalf of the Purchaser Subscriber) the Share Certificate(s) of the Company in respect of the Subscription Shares in the name of the Subscriber (or its nominee). 5.1.4 At the time of delivery of the Share Certificate(s) of the Company referred to in Clause 5.1.3, the Subscriber shall instruct the Brokering Agent to transfer the Subscription Price to the Company and the SellerBrokering Agent shall at the time of receipt of the Share Certificate(s) of the Company referred to in Clause 5.1.3 deliver a transfer receipt showing the Subscription Price has been transferred to the bank account designated by the Company. 5.1.5 Upon receipt of the payment of the Subscription Price, the Company shall instruct the Share Registrar to arrange to effect registration of the Subscription Shares in the name of the Subscriber (ii) By the Seller, upon written notice or as it shall direct). 5.2 Without prejudice to any other remedies available to the PurchaserParties, if in any respect the conditions set out in Clauses 3.1 and 3.3 have provisions of Clause 5.1 are not been satisfied complied with by any Party (or satisfied subject only to Completion where applicable) or waived (where applicablethe defaulting party) 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 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 other Parties may: 5.2.1 proceed to Completion so far as reasonably practicable (twenty) Business Days after receipt by the Purchaser of written notice thereof from the Seller or is not reasonably capable of being cured prior without prejudice to its rights hereunder); or 5.2.2 terminate this Agreement without prejudice to the Long Stop Date. (v) By the Purchaser (if the Purchaser is not in material breach of the Purchaser Warranties, covenants or agreements defaulting party's obligations 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 Clause 5.4 above, (i) 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 provisions of 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 appointed on the Board in accordance with Clause 6.2 shall resign with immediate effect.

Completion. 5.1. Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3, 7.1 Completion shall take place on at the Completion Date.offices of the [ ] immediately after the signature of this agreement when: 5.2. The obligations of (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 Parties under Clause 5.3 below are interdependent 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 each other. The Completion Covenant; (c) the Seller shall not occur unless all deliver to or into the possession and control of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. On the Completion DatePurchaser: (i) Subject to deductions pursuant to Clause 4.4, a duly executed transfer or transfers in favour of the Purchaser shall remit (or such Affiliate of the Purchase Consideration (in immediately available fundsPurchaser as the Purchaser may nominate) to of all the Seller’s Bank Account.Sale Shares; (ii) The Seller shall (ashare certificate(s) provide or other documents of title relating to its Depository Participant duly executed DP Instructions in the prescribed form for the transfer of the Sale Shares (or an express indemnity in a form reasonably satisfactory to the Demat Account Purchaser in the case of the Purchaser (details any missing certificates or documents 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: (a) the appointment of directors nominated by the Purchaser 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 Financingtitle); (iii) By the Purchaser, upon written notice company books relating to the SellerCompany, if the conditions set out in Clauses 3.2 including certificates of incorporation, common seals, minute books, statutory registers, shareholders' agreements and 3.3 have not been satisfied share certificate books (or satisfied subject only duly written up 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.date); (iv) By 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 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; (vi) bank statements in respect of every account which the Company has, dated two days prior to the Completion Date 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 (if the Seller is not in material breach and/or Affiliates of the Seller Warranties, covenants as applicable; and (x) the Disclosure Letter; (d) the Purchaser shall pay to the Seller the Estimated Consideration; (e) the Purchaser or agreements under this Agreement so as to cause any another member of the conditions set forth in Clause 3.2 and/or 3.3(i) not to be satisfied), upon written notice Purchaser's Group shall procure that all Intra-group Loans due from the Company to the Purchaser, if there has been a material inaccuracy of any statement or warranty, Seller or any unremedied material breach of a covenant or other agreement, Affiliate of the Purchaser contained in this Agreement, which violation, breach Seller are repaid by the Company and the Seller or inaccuracy would cause any another member of the conditions set forth in Clause 3.1 and/or 3.3 not Seller's Group shall procure that all Intra-group Loans due to be satisfied as the Company from the Seller or any Affiliate of the Completion Date, and such violation, breach or inaccuracy has not been waived Seller are repaid by the Seller or cured by the Purchaser within 20 its relevant Affiliates; (twentyf) 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 warrantyshall take, or any unremedied material breach of a covenant or other agreementshall procure the taking of, 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 such steps as may 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 Clause 5.4 above,necessary to: (i) this Agreement shall become void approve the transfers referred to in Clause 7.1(c) (i) (subject only to the Purchaser arranging and of no further force and effect; provided, however, that paying any taxes or duties arising in relation to the provisions of this Clause 5.5 and Clauses 1 (Definitions and Interpretationtransfer), 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 provisions of this Agreement prior to such termination; and (ii) if applicable, appoint such directors and secretary as the Observer shall no longer be entitled to attend Purchaser may specify as directors and the meetings secretary of the Board 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 committee thereofAffiliate (being an Affiliate after Completion) from the Company, true and the nominees complete particulars of which are set out in Schedule 10; (g) each party shall deliver a copy of the Purchaser appointed on Tax Deed of Covenant duly executed to the Board in accordance with Clause 6.2 shall resign with immediate effectother party.

Completion. 5.1. Subject to a. Completion shall take place at the conditions set out offices of ▇▇▇▇▇▇▇▇ Chance LLP at ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ on the last Business Day of the month in Clauses 3.1which fulfilment or (where applicable) waiver of the last of the Conditions takes place, 3.2 except that where less than 5 Business Days remain between such fulfilment or waiver and 3.3the last Business Day of the month, Completion shall take place place: i. on the Completion Date. 5.2. The obligations of each last Business Day of the Parties under Clause 5.3 below are interdependent of each otherfollowing month; or ii. The Completion shall not occur unless all of the obligations specified in Clause 5.3at such other location, have been simultaneously complied with and are fully effective. 5.3. On the Completion 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: (a) the appointment of directors nominated by the Purchaser 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 time 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 Sellers. 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 in accordance with the sequence of events set out in this Agreement. For the avoidance of doubt, the beneficial and legal ownership of the 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 (as applicable) or either Seller or the 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 this Agreement and the 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; 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 following month or such other date as is agreed in writing between the Sellers (“Long Stop Date”so that the provisions of this clause 8.1 shall apply to Completion as so deferred); provided that the Seller shall not be entitled or ii. proceed to Completion as far as practicable (without limiting its rights under this Agreement); or iii. 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 by notice in writing to the Seller, if the conditions set out in Clauses 3.2 and 3.3 have not been satisfied (or 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 Transactionsother party. (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. e. If this Agreement is terminated prior to Completion in accordance with Clause 5.4 above, sub-clause 9.4 (i) and without limiting any party's right to claim damages in respect of the period prior to termination), all obligations of the Seller and the Purchaser under this Agreement shall become void and of no further force and effect; provided, however, that end (except for the provisions of this Clause 5.5 clause 9.5 and Clauses clauses 1 (Definitions Interpretation) and Interpretation), 11 (Announcements and Confidentiality), 12 26 (Notices), 13 ) to 37 (Governing Law, Disputes Language) inclusive) but (for the avoidance of doubt) all rights 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 liabilities of the provisions of this Agreement prior parties which have accrued before termination shall continue to such termination; andexist. (ii) if applicablef. Without prejudice to clause 27, the Observer Purchaser shall no longer be entitled to attend the meetings of the Board (or any committee thereof) and the nominees of the Purchaser appointed on the Board procure that, within 28 days after Completion, Virgin Media Limited shall notify Ofcom that Completion has occurred in accordance with Clause 6.2 shall resign with immediate effectthe terms of its licence under the Broadcasting ▇▇▇ ▇▇▇▇.

Completion. 5.1. Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3, 5.1 Completion shall take place on at the Completion Date.offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLP at ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ or such other place as the parties may agree forthwith upon the execution of this Agreement, when all the following business will be simultaneously transacted: 5.2. The obligations of 5.1.1 each of the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. On the Completion DateVendors shall: (ia) Subject to deductions pursuant to Clause 4.4procure its execution of this Agreement and the Agreement for the Transfer and Assumption of Obligations under the Subscription Agreement, the Purchaser shall remit Shareholders’ Agreement and the Purchase Consideration Registration Rights Agreement of equal date hereof (in immediately available funds) to the Seller’s Bank Account“Assumption Agreement”). (ii) The Seller shall 5.1.2 the Purchaser shall: (a) provide to its Depository Participant duly executed DP Instructions procure the passing of the resolutions of members in the prescribed form for set out in Schedule 3 and board resolutions in Schedule 4 to authorize the allotment and issue of the Consideration Shares to the Vendors pursuant to the terms of Clause 3.1; (b) enter and register the Vendors as shareholders, in such share amounts and to such persons/entities as set forth on Schedule 1, Part B hereto, of the Consideration Shares on the Purchaser’s register of members and provide each Vendor with a copy of the Purchaser’s share register certified by a director of the Purchaser as true, accurate and complete as of the date of the Completion; (c) procure the execution of the Assumption Agreement; and (d) procure the adoption of an Amended and Restated Memorandum and Articles of Association in the form attached hereto as Schedule 5 (which shall be duly filed with and registered by the Registrar of Companies of the Cayman Islands within five (5) days after the Completion). 5.1.3 The BVI Company’s board resolutions in the form as set out in Schedule 6 to authorize the transfer of the Sale Shares to the Demat Account of Purchaser shall be passed; 5.1.4 The BVI Company shall arrange to enter and register 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 holder of the Sale Shares to and enter and register such share transfers on the Demat Account BVI Company’s register of members; 5.2 The transactions described in Clause 5.1 shall take place at the same time, so that in the event of a default of the Purchaserperformance of any such transactions by either party, the other party shall not be obliged to complete this Agreement or perform any obligations hereunder (without prejudice to any further legal remedies). 5.3 As soon as reasonably practicable following the Completion and in any event not later than fifteen (iii15) The Seller shalldays after the Completion, 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: (a) the appointment of directors nominated by the Purchaser on the Board shall be approved; and (b) an extra-ordinary general meeting each 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 Vendors 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 Sellerdeliver, upon written notice to the Purchaser, if the conditions set out original share certificates 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 respect of the Transactions Sale Shares owned by them respectively, together with instruments of transfer in favour of the Purchaser in respect of the Sale Shares duly executed by the registered holders thereof (which term if necessary), and the Purchaser shall deliver, to the Vendors, original share certificates for the purposes Consideration Shares issued by the Purchaser in such share amounts and to such persons/entities as set forth on Schedule 1, Part B hereto. 5.4 Each member of this Clause 5.4(ii) the Company Group shall not include use its best efforts to comply at all times with PRC law and, further, shall use its best efforts to timely obtain and/or effect all Approvals required thereof by PRC law at any time and from time to time (including registration with State Administration of Foreign Exchange, if applicable). In addition, each member of the Financing); (iii) By Company Group shall use its best efforts to procure each of the owners or beneficial owners of any equity interest in the Purchaser, upon written notice whether direct or indirect, to the Seller, if the conditions set out timely obtain all Approvals required by PRC law in Clauses 3.2 and 3.3 have not been satisfied (or satisfied subject only relation 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 such interest 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 Clause 5.4 above, (i) 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 provisions of 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 appointed on the Board in accordance with Clause 6.2 shall resign with immediate effect.

Completion. 5.1. Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3, 5.1 Completion shall take place at the offices of the Sellers’ Solicitors on the Completion DateDate when all the business referred to in Schedule 6 shall be transacted. 5.2. The obligations of each of 5.2 At Completion the Parties under Clause 5.3 below are interdependent of each other. The Completion Sellers shall not occur unless all of deliver to the obligations Buyer the documents and evidence specified in Clause 5.3, have been simultaneously complied with and are fully effectiveSchedule 6. 5.3. On 5.3 At Completion the Completion Date: (i) Subject to deductions pursuant to Clause 4.4, the Purchaser Sellers 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 board meeting of the Company is held at which the following business shall be transacted:directors:- 5.3.1 approve the registration of the transfers in respect of the Shares referred to in paragraph 1 of Schedule 6 (a) subject only to due stamping); 5.3.2 accept the appointment resignations referred to in paragraph 7 of directors Schedule 6 and appoint the persons nominated by the Purchaser on Buyer as directors and secretary of the Board shall be approvedCompany with effect from the end of the meeting; 5.3.3 change the Company’s registered office address as the Buyer directs; and (b) an extra-ordinary general 5.3.4 change the Company’s accounting reference date as the Buyer directs. 5.4 At Completion the Sellers shall procure that a board meeting of the shareholders each of the Company Subsidiaries is held at which the directors:- 5.4.1 accept the resignations referred to approve in paragraph 7 of Schedule 6 in respect of the relevant Subsidiary and appoint the persons nominated by the Buyer as directors and secretary of the Subsidiary with effect from the end of the meeting; 5.4.2 change the relevant Subsidiary’s registered office address as the Buyer directs; and 5.4.3 change the relevant Subsidiary’s accounting reference date as the Buyer directs. 5.5 Upon completion of all the matters set out referred to in Clause 5.3(iii)(a) and Clauses 5.2 to 5.4 above, the amendment Buyer shall:- 5.5.1 deliver a copy, certified to be a true copy by a director or secretary of the Articles Buyer, 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 a resolution of the Purchaser Buyer’s board of directors authorising the execution 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 completion of this Agreement has prevented or materially delayed the consummation and each of the Transactions Transaction Documents to be entered into by the Buyer (which term for including the purposes issue of this Clause 5.4(ii) shall not include the FinancingConsideration Shares and the Loan Notes); (iii) By 5.5.2 pay 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 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 Cash Consideration in accordance with Clause 5.4 above,3.3; 5.5.3 issue to each of the Sellers the Loan Notes set out against that Seller’s name in column (i5) of Schedule 1 and deliver to the Sellers’ Solicitors as soon as reasonably practicable thereafter and in any event within 5 Business Days of Completion the relevant certificates evidencing title to such Loan Notes; 5.5.4 issue to each Seller the number of Consideration Shares (credited as fully paid) set out against that Seller’s name in column (4) of Schedule 1 as soon as reasonably practicable thereafter and in any event within 5 Business Days of Completion; 5.5.5 procure the issue of stock certificates (including the legend referred to in Clause 3.5) in the name of the relevant Seller as soon as reasonably practicable thereafter and in any event within 5 Business Days of Completion; and 5.5.6 sign the Escrow Account Instruction Letter and procure that the Buyer’s Solicitors sign and deliver to The Royal Bank of Scotland plc a bank mandate for the Escrow Account. 5.6 The Buyer is not obliged to complete this Agreement shall become void unless the purchase of all the Shares is completed simultaneously in accordance with the terms of this Agreement and each of no further force and effect; provided, however, that the Sellers has fulfilled all of his obligations to be performed at Completion under this Clause. 5.7 Subject to the provisions of this Clause 5.5 3.6 and Clauses 1 (Definitions Clause 8, the ISG Shares 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) Loan Notes to be issued to the EBT on Completion shall survive be available for ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ to direct the termination of this Agreement indefinitely and that nothing herein shall relieve any Party from any liability for fraud EBT to transfer or any breach of the provisions of this Agreement prior grant options over to such termination; and (ii) if applicable, current or future employees or officers of any Group Company as he may specify from time to time in writing to the Observer shall no longer be entitled to attend the meetings of the Board (or any committee thereof) EBT and the nominees of the Purchaser appointed on the Board in accordance with Clause 6.2 shall resign with immediate effectBuyer.

Completion. 5.1. 3.1 The Parties agree that the completion of the Sale & Purchase as contemplated in this Agreement (hereinafter referred to as “the Completion”) shall take place at the principal place of business of Hedi Property (or at such other places the Parties may agree) on or before the 3rd Business Day following the Unconditional Date (hereinafter referred to as “the Completion Date”). 3.2 On the Completion Date, the Sellers shall deliver or caused to be delivered to the Purchaser:- 3.2.1 the duly executed (but undated and unstamped) by SCS the document for the transfer of ownership in respect of the Sale Shares (hereinafter referred to as “the Transfer”); 3.2.2 the original share certificates of the Sale Shares; and 3.2.3 a copy of the resolution of the board of directors of PPGCT (hereinafter referred to as “the PPGCT Board Resolution”) certified by the Company Secretary or a director of PPGCT, evidencing their approvals of the transfer of the Sale Shares from SCS to the Purchaser contemplated in this Agreement (hereinafter the documents pursuant to sub-clauses of Clause 3.2 herein shall collectively be referred to as “the Documents”) 3.3 On the Completion Date, the Purchaser shall issue to GOLU (in the name of Gold Union Inc. and address as ▇▇▇▇ ▇▇-▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇.▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ PJU6, 47000 Petaling Jaya, Selangor, Malaysia) or at the discretion and directive of GOLU, to the shareholders of GOLU (in the names of the shareholders and addresses to be provided by GOLU) a total of ONE MILLION SIX HUNDRED THIRTY ONE THOUSAND TWO HUNDRED AND FORTY FIVE (1,631,245) shares of the Purchaser’s ordinary shares, valuing the shares of the Purchaser’s ordinary share at RINGGIT MALAYSIA ONE ONLY (RM1.00) per share, being the full payment towards the Total Consideration for the Sale Shares (hereinafter referred to as “the New Hedi Shares”) 3.4 Subject to the conditions set out full satisfaction of the delivery of the Documents by the Sellers to the Purchaser AND the delivery of the New Hedi Shares by the Purchaser to GOLU (or to the shareholders of GOLU as may be informed by GOLU) to a representative of GOLU (or the shareholders of GOLU) as may be informed to the Purchaser by the Sellers in Clauses 3.1due course in accordance to the provisions herein, 3.2 and 3.3, the Completion shall take be deemed to have taken place on the Completion Date. 5.2. The obligations of each of the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. On the Completion 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: (a) the appointment of directors nominated by the Purchaser 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 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 Clause 5.4 above, (i) 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 provisions of 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 appointed on the Board in accordance with Clause 6.2 shall resign with immediate effect.

Completion. 5.1. 5.1 Subject to the conditions set out in Clauses 3.1, 3.2 and clause 3.3, Completion shall take place on upon the Completion Datesatisfaction, or waiver in accordance with clause 3.2, of the conditions precedent set out in clause 3.1 of this Agreement at the offices of Ronaldsons LLP, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, London, WC1E 6HQ or at such other place and time as shall be mutually agreed when the events set out in Clauses 5.2 and 5.3 shall take place. 5.2. The obligations of each of 5.2 Subject to clause 3.3, on Completion the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. On the Completion DateVendor shall: (a) pass resolutions of the board of directors and shareholder of the Company, each in a form satisfactory to the Purchaser, whereby (i) Subject to deductions pursuant to Clause 4.4, the Purchaser Company 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 approve the transfer of the Sale Shares to the Demat Account of Purchaser, (ii) the Purchaser (details of which Vendor shall be provided to waive any pre-emptive rights in 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 transfer of the Sale Shares to the Demat Account of the Purchaser. , (iii) The Seller shallthe Company shall approve the ensuing amendments to the articles of association of the Company and (iv) the Company shall appoint ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as directors of the Company and procure the resignations of, or otherwise replace, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ de Wet ▇▇ ▇▇▇▇▇, ▇▇▇▇▇ Twist and ▇▇▇▇▇ ▇▇▇▇▇▇ as directors of the Company; (b) do all such things as are necessary to effect the transfer the Sale Shares to the Purchaser (or as the Purchaser may direct); (c) deliver, or procure delivery, to the extent it Purchaser of any such other document(s) as is able required to do so through exercise effect the transfer of its voting rights, procure that a Board meeting is held at the legal title of the Sale Shares which the following business shall be transactedheld by the Purchaser (or its nominee); (d) deliver, or procure delivery, to the Purchaser of a duly executed power of attorney in a form reasonably required by the Purchaser entitling the Purchaser to exercise all rights attaching to the Sale Shares pending registration of the said transfers of the Sale Shares to the Purchaser (or its nominee); (e) deliver, or procure delivery, to the Purchaser of the statutory register and minute books of the Company (written up to the time of Completion), the common seal (if any), certificate of incorporation and any certificates of incorporation on change of name; (f) deliver a release in the agreed form executed by the Vendor in respect of any claims it may have against the Company; (g) deliver to the Purchaser such documents of title and other documents signed by the Vendor and/or the Company as the Purchaser may reasonably require to confirm that legal title to the Block 5 Licence resides with AFMC and the Company’s shareholding in AFMC and GRLLC together with all geological information and data in the possession of the Vendor or the Company relating to the Projects or to Oman; (h) deliver to the Purchaser all financial records and ledgers for the Company together with a set of management accounts for each Group Company to the Balance Sheet Date and to the extent that such records and ledgers are not available the Vendor shall provide all assistance reasonably necessary for the Purchaser to compile true and accurate accounting records and ledgers; and (i) effect, confirm and obtain the confirmation of GRLLC, AFMC and the Joint Venture respectively to the transfer to the Company of the loans owed by each of GRLLC (in the sum of 725,735 Oman Rials), AFMC (in the sum of 2,365,456 Oman Rials) and the Joint Venture (in the sum of 30,255 Oman Rials) to the Vendor and to effect and confirm the cancellation of the loans owed by the Company to the Vendor. 5.3 On Completion the Purchaser shall, subject to the Vendor complying with its obligations under Clause 5.2: (a) pass resolutions of the appointment board of directors nominated by of the Purchaser on approving the Board shall be approvedexecution of this Agreement; and (b) an extra-ordinary general meeting of pay 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 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 Initial Cash Consideration in accordance with Clause 5.4 above, (i) 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 Interpretation4.1(a), 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 provisions of 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 appointed on the Board in accordance with Clause 6.2 shall resign with immediate effect.

Completion. 5.1. Subject to the conditions set out in Clauses 3.1, 3.2 and 3.3, 7.1 Completion shall take place at the offices of the Seller’s Solicitors or at such other place as the parties may agree on the Completion Date. 5.2. The obligations of each of the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless Date when all of the obligations specified in Clause 5.3, have been simultaneously complied with and are fully effective. 5.3. On the Completion 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: 7.1.1 the Seller shall deliver to the Buyer (or, in the case of the items described in clause 7.1.1(g), 7.1.1(h) and 7.1.1(q), make available at the Company’s registered office): (a) certified copies of the appointment minutes recording the resolution of the board of directors nominated of the Seller authorising the sale of the Sale Share and the other transactions contemplated by the Purchaser on the Board shall be approved; andthis Agreement; (b) an extra-ordinary general a transfer in respect of the Sale Share duly executed and completed in favour of the Buyer (or any person the Buyer nominates for this purpose), together with the certificate for the Sale Share and the duly executed power of attorney or other authority under which the transfer has been executed; (c) irrevocable powers of attorney in the agreed form executed by each of the registered holders of the Sale Share in favour of the Buyer to enable the Buyer to exercise all voting and other rights attaching to the Sale Share pending registration of the transfer to the Buyer or its nominee; (d) written resignations (expressed to take effect from the end of the board meeting of the shareholders relevant Group Company from ▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇ of each Group Company, resigning from their respective offices and employments, in each case executed as deeds in the agreed form; (e) a notice of immediate resignation from the auditor of each Group Company, complying in all respects with the requirements of sections 516 and 519 CA 2006 and containing a statement that there are no circumstances connected with the auditor ceasing to hold office that it considers should be brought to the attention of the Company to approve the matters set out in Clause 5.3(iii)(a) and the amendment members or creditors of the Articles relevant company, accompanied by a written confirmation that such auditors have no claims for unpaid fees or expenses; (f) duly executed transfers (in favour of Association shall be convened.such person or persons as the Buyer may direct or have directed) of all shares in the Subsidiaries not registered in the name of any Group Company, together with the certificates for those shares; 5.4. This Agreement may be terminated (g) (as agents for each Group Company) all its statutory and minute books, its common seal (if any), certificate of incorporation, any certificate or certificates of incorporation on or prior change of name and other documents and records including copies of its memorandum and articles of association; (h) the deeds and documents of title relating to the Completion Date as follows:Properties; (i) By (if not already delivered) the mutual written consent duly executed Disclosure Letter and accompanying disclosure bundles; (j) (if not already delivered) the duly executed Taxation Deed; (k) evidence in a form satisfactory to the Buyer (acting reasonably and in good faith) that all Guarantees given by any Group Company in respect of liabilities of the Purchaser Seller and any Seller’s Connected Person have been released; (l) the Transitional Services Agreement duly executed by the Seller and the Company; (m) evidence satisfactory to the Buyer (acting reasonably and in good faith) of the capacity and authority of each person executing a document referred to in this clause on the Seller’s behalf; (n) releases in a form acceptable to the Seller and the Buyer (each acting reasonably and in good faith) of all obligations of a Group Company arising under or in connection with finance facilities and all mortgages, charges, and debentures granted by a Group Company, properly executed by the facility provider or chargee, together with related declarations of satisfaction (Forms 403a) sworn by a director of the relevant Group Company; (o) the ICC2L Addendum duly executed by the Seller and Imagine Corporate Capital 2 Limited; (p) the Ancillary Costs and Services Agreement executed by (1) the Seller and (2) Imagine Syndicate Management Limited; (q) copies of the GP Data in the form and method determined in accordance with clause 5.11. (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 7.1.2 the Seller shall not be entitled to terminate this Agreement pursuant to this Clause 5.4(iiprocure (so far as they are able) 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 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 transfer mentioned 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 Clause 5.4 above, (i) 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 provisions of 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 appointed on the Board in accordance with Clause 6.2 shall resign with immediate effect.clause 7.1.1

Completion. 5.1. Subject to the conditions precedent set out in Clauses 3.1Clause 4.1 being fulfilled (or, 3.2 and 3.3where applicable, waived) in full, Completion shall take place on the Completion DateDate at such place and time as the Parties may otherwise agree. 5.2. The obligations At Completion, the Subscriber shall: (a) deliver or cause to be delivered to the Issuer: i. an application for all the Subscription Shares substantially in the form set out in Schedule 1, duly signed by the Subscriber; and ii. a copy, certified as true and complete by a director of the Subscriber, of the resolutions of the directors of the Subscriber approving this Agreement and the transactions contemplated hereunder (including the Subscription) and approving an authorized signatory to sign this Agreement on its behalf; (b) pay the Consideration to the Issuer, provided that: i. the aggregate amount of the principal amount of the Drawdown Amount then outstanding shall be applied towards part payment of the Consideration on a dollar-to-dollar basis; ii. the Subscriber shall pay to the Issuer by transfer of clear and immediately available funds from the Consideration a sum equal to the costs and expenses (whether incurred before or after all conditions set out in Clause 3A.2 have been satisfied) in connection with or incidental to the transactions contemplated under this Agreement (including the Capital Reorganisation and the Proposed Restructuring) not settled or paid with the Drawdown Amount then outstanding referred to under Clause 5.2(b)(i); and iii. subject to Clauses 5.2(b)(i) to (ii), the balance of the Consideration shall be paid by the Subscriber by transfer of clear and immediately available funds to the Creditors Scheme as the Creditors Scheme Consideration; Payment of the Consideration by the Subscriber pursuant to this Clause 5.2(b) shall be considered as full and final settlement of the Consideration and discharge of the Subscriber’s obligation to pay the Consideration under this Agreement. 5.3. Against compliance and fulfillment of all acts and requirements set out in Clause 5.2, the Issuer shall at Completion: (a) allot and issue the Subscription Shares to the Subscriber and shall procure that the Subscriber be registered in the register of members of the Issuer as the registered holder of the Subscription Shares; (b) subject to the completion of necessary procedures of the branch share registrar of the Issuer in Hong Kong, deliver or cause to be delivered to the Subscriber, definitive share certificate(s) for the Subscription Shares issued in the name of the Subscriber and in accordance with the delivery instructions given therein; (c) deliver or cause to be delivered to the Subscriber an original confirmation signed by an existing Director confirming that (i) the consolidated net asset value of the Issuer as at the Completion Date is not less than HK$900,000,000; and (ii) there is no material breach of any of the Issuer’s Warranties, such confirmation to be in a form and substance satisfactory to the Subscriber; (d) deliver or cause to be delivered to the Subscriber, if requested by the Subscriber in writing at least three (3) Business Days before the Completion Date, copies of the resignation letters executed under seal of each of the Parties under Clause 5.3 below are interdependent of each other. The Completion shall not occur unless all existing Directors requested by the Subscriber to resign by way of the obligations specified aforesaid written notice with effect from the Completion Date stating, among other things, that each resigning Director has no claims against the Issuer in Clause 5.3respect of his resignation; (e) deliver or cause to be delivered to the Subscriber, have been simultaneously complied with and are fully effective. 5.3. On a copy of the register of directors of the Issuer reflecting, if requested by the Subscriber in writing at least three (3) Business Days before the Completion Date, the resignation of each of the existing Directors requested by the Subscriber to resign and the appointment of the Directors proposed by the Subscriber as at the Completion Date; and (f) deliver or cause to be delivered to the Subscriber, a copy of the resolutions of the Board appointing person(s) nominated by the Subscriber as Director(s) with effect from the Completion Date. 5.4. The transactions described in Clauses 5.2 and 5.3 shall take place at the same time, otherwise, none of the Parties shall be obliged to effect Completion (without prejudice to any other remedies). 5.5. If Completion does not take place on the Completion Date (the “Intended Completion Date”) because the Issuer or the Subscriber fails 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 Issuer may (in the case of a default by the Subscriber) or the Subscriber may (in the case of a default by the Issuer) (the “Non-Defaulting Party”) in their respective absolute discretion, by written notice to the Issuer or the Subscriber (as the case may be) (the “Defaulting Party”), and without prejudice to any other rights: (i) Subject proceed to deductions pursuant to Clause 4.4Completion on that date, the Purchaser shall remit the Purchase Consideration (in immediately available funds) to the Seller’s Bank Account.extent that the Non-Defaulting Party is ready, able and willing to do so, and specify a later date by which the Defaulting Party shall be obliged to complete its relevant outstanding obligations under this Agreement; (ii) The Seller shall elect to defer Completion to a date not more than five (a5) 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 Business Days after the Execution Intended Completion Date), or to a later date as the Non-Defaulting Party deems appropriate; (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.or (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: (a) the appointment of directors nominated by the Purchaser 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 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 Clause 5.4 above, (i) 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 provisions of 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 appointed on the Board in accordance with Clause 6.2 shall resign with immediate effect9.