Common use of Completion Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

Completion. 4.1 Completion under This Agreement shall be completed forthwith upon the signing of this Agreement shall take at Hong Kong or at such other place at or in any other manner as may be agreed between the offices of the Seller at a time agreed by the Partiesparties. 4.2 On or before Completion, Seller A and Seller B shall procure that the Completion Date all but not part board of directors of the following business shall be transactedCompany pass resolutions: 4.2.1 The Purchaser shall: pay (a) to approve the registration of the transfer of the Sale Shares to the Seller, Purchasers or pay its nominee(s) in accordance with a direction from an Affiliate the terms and conditions of this Agreement; and (b) to an Affiliate, deal with and resolve upon such other matters as the Consideration as increased or decreased by Purchaser shall reasonably require for the Working Capital Adjustment; deliver purposes of giving effect to the provisions of this Agreement. 4.3 At Completion, Seller (A shall deliver or procure to be delivered to the extent Purchasers: (a) valid share certificate(s) for the Sale A Shares and, if any such certificate is not already delivered prior in the name of Seller A, evidence satisfactory to Completionthe Purchaser that the Sale A Shares is beneficially owned by Seller A; (b) valid instrument of transfer(s) duly executed by Seller A in relation to the Sale A Shares in favour of the relevant Purchaser and/or its nominee; (c) a certified true copy of the releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf 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 Company referred to in Clause 4.2; (d) such other document and deeds relating to 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 hereby as may be required to transfer by the Interests to itrelevant Purchaser. 4.2.2 The 4.4 At Completion, Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), B shall deliver or procure to be delivered to the Purchaser 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 extent not already delivered prior to Completion): relevant Purchaser that the Assignment Documents Sale B Shares is beneficially owned by Seller B; (b) valid instrument(s) of transfer duly executed by all Seller B in relation to the Relevant Third Parties other than Sale B Shares in favour of the Purchaser; relevant Purchaser and/or its nominee; (c) a certified true copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into Company referred to in Clause 4.2; (d) such other document and deeds relating to the transactions contemplated hereby as may be required by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the relevant Purchaser. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Completion. 5.1. At Completion, the Vendor shall: (a) deliver or cause to be delivered to the Purchaser: (i) evidence reasonably satisfactory to the Purchaser that the Conditions Precedent in Clause 4.1 Completion under (which are applicable to the Vendor) of this Agreement have been fulfilled; (ii) 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 take place be duly written up as at the offices of the Seller at a time agreed by the Parties. 4.2 On the Completion Date all but not part of the following business shall be transacted: 4.2.1 The Purchaser shall: pay to the Seller, or pay in accordance with a direction from Date) and accounting records including an Affiliate to an Affiliate, the Consideration as increased or decreased by the Working Capital Adjustment; deliver to the Seller (to the extent not already delivered prior to Completion) a original copy of the releasesmemorandum and articles of association or other equivalent constitutional documents, consentscertificate of incorporation and business registration certificates, approvalsbusiness licence, confirmations governmental approval letters and certificates (if any), common seal, authorised chops, share certificate books and other statutory records of the Company; (2) all tax returns and assessments of the Company (if applicable) (receipted where the due dates for payment fell on or waiversbefore the Completion Date); (3) copies of all correspondence, if any, referred with its lawyers, accountants, tax or revenue departments, all other documents and correspondence, if any, relating to in Clause 2.2 and obtained by or on behalf the business affairs of the PurchaserCompany; deliver 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 Seller Purchaser showing that all loans or amounts due by the Company to its shareholders, directors or any other third party creditors have been fully waived or settled, save as the liabilities incurred in the 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 extent not already delivered prior Sale Shares free from all Encumbrances and third party rights of any kind and to Completionenable the Purchaser to become the registered holder thereof; (viii) 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 resolutions of the board of directors of the Purchaser authorising its entry into Vendor approving 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 transfer of the Purchaser; execute and deliver those of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to it. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver Sale Shares to the Purchaser and the execution and performance of this Agreement by the Vendor; and (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; ix) a certified true copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution resolutions of the board of directors of the Seller authorising Company approving the matters set out in Clause 5.1(b); (b) procure that the following businesses be approved at a meeting of the directors of the Company: (i) the directors of the Company shall approve the transfer of the Sale Shares and the Purchaser and/or its entry into nominee shall be duly registered as the transactions holder of the Sale Shares in the register of members of the Company, subject to the articles of association of the Company; (ii) the directors of the Company shall resolve that the share certificate in respect of the Sale Shares be duly issued and delivered to the Purchaser and/or its nominee, subject to the articles of association of the Company; (iii) the 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 transaction as contemplated by under this Agreement; . 5.2. At Completion, against compliance with the provisions of Clause 5.1, the Purchaser shall deliver or cause to be delivered the following documents to 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; (ii) evidence reasonably satisfactory to the Vendor that the Conditions Precedent in Clause 4.1 (which are applicable to the Purchaser) of this Agreement have been fulfilled; (iii) instrument of transfer and the bought and sold notes of the Sale Shares duly executed by the Purchaser; (iv) a copy of the board resolutions and, if relevantrequired, the resolutions of an extraordinary general meeting of TMRR approving the allotment and issue of the Consideration Shares; (iiv) a Power of Attorney authorising a person or persons cheque made payable to sign this Agreement and “the Assignment Documents on behalf Government of the SellerHKSAR” for such amount representing the Hong Kong stamp duty which shall be borne by the Purchaser as transferee of the Sale Shares in accordance with the Stamp Duty Ordinance; and perform such other actions and execute such other and (vi) documents as the Purchaser may be reasonably require, required to transfer the Interests give good title to the PurchaserConsideration Shares free from all Encumbrances and third party rights of any kind and to enable the Vendor to become the registered holders thereof. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

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

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

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

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

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

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

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

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

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

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

Completion. 4.1 Completion under this Agreement shall take place at the offices 4.1. The closing of the Seller at a time agreed by purchase and sale of New Shares and Warrants hereunder (the Parties. 4.2 On “Completion”) shall occur on the Completion Date all but not part date of, and immediately prior to, the Transaction Closing. Not less than five Business Days prior to the anticipated date of the following business Transaction Closing, the Company shall be transacted: 4.2.1 The Purchaser shall: pay provide written notice to the SellerInvestors (the “Closing Notice”) of such anticipated Transaction Closing date. The Investors shall deliver, at least one Business Day prior to the anticipated date of the Transaction Closing (or pay such other date as the Company and Investors may agree upon in writing), the aggregate Subscription Price to the Company, by wire transfer of immediately available funds, in accordance with a direction from an Affiliate to an Affiliateinstructions set forth in the Closing Notice. In the event the Transaction Closing does not occur within ten Business Days after the anticipated date identified in the Closing Notice, the Consideration as increased Company shall promptly (but not later than two Business Days thereafter unless an Investor has not provided or decreased confirmed its account details within such period) return the Subscription Price to the Investors by wire transfer in immediately available funds to the account specified by the Working Capital Adjustment; deliver Investors. Notwithstanding such return, unless and until this agreement has been terminated in accordance with its terms, the Investors shall remain obligated to redeliver the Subscription Price to the Seller Company following the Company’s delivery to the Investors of a new Closing Notice; provided that only one new Closing Notice may be issued unless otherwise agreed in writing by the Investors. 4.2. At Completion, upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 4, the Company will issue the New Shares and Warrants listed in the table in clause 3.1 to each Investor, credited as fully paid and enter its name in the register of members in respect of such New Shares and Warrants and at the Transaction Closing the New Shares and Warrants will be converted into shares and warrants of PubCo and delivered to the Investor in book entry form in accordance with the provisions of the Business Combination Agreement. 4.3. At Completion, each Investor will, upon execution and delivery thereof, become party to the Registration Rights Agreement. 4.4. The Company’s obligations to issue the New Shares and Warrants at Completion are subject to the fulfillment or (to the extent not already delivered permitted by applicable law) written waiver by the Company and PubCo, at or prior to Completion) a copy , of each of the releasesfollowing conditions: (a) the Investors shall have performed, consentssatisfied and complied in all material respects with the covenants, approvalsagreements and conditions required by this agreement to be performed, confirmations satisfied or waiverscomplied with by the Investors at or prior to the Completion; (b) all conditions precedent to the Transaction Closing set forth in the Business Combination Agreement shall have been satisfied or waived as determined by the parties to the Business Combination Agreement (other than those conditions which, if anyby their nature, referred are to be satisfied by a party to the Business Combination Agreement at the Transaction Closing, but subject to satisfaction or waiver by such party of such conditions as of the Transaction Closing) and the Transaction Closing shall have been or will be scheduled to occur promptly after the Completion; (c) there shall not be in Clause 2.2 and obtained force any law, rule, regulation, order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or on behalf with any governmental authority, statute, rule or regulation enjoining or prohibiting the consummation of the Purchasersale of the Securities pursuant hereto; deliver and (d) the Investors shall have delivered the aggregate Subscription Price and counterpart signatures to the Seller Registration Rights Agreement and the Warrant and any other Transaction Documents required to be executed by the Investors pursuant hereto. 4.5. The Investors’ obligations to purchase the Securities at the Completion are subject to the fulfillment or (to the extent not already delivered permitted by applicable law) written waiver by the Investors, at or prior to the Completion, of each of the following conditions: (a) a copythe warranties made by the Company in Schedule 4 hereof shall be true and correct in all material respects (other than warranties that are qualified as to materiality or Material Adverse Effect, certified which warranties shall be true and correct in all respects) at and as a true copy and in full of the Completion with the same force and effect by a director or the legal manager as if they had been made at and as of the Purchaser, of Completion (i) a resolution of the board of directors of the Purchaser authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Purchaser; execute and deliver those of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to it. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser (except to the extent not already delivered that any such warranty expressly speaks as of an earlier date, in which case such warranty shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true and correct in all respects) as of such earlier date) and consummation of the Completion shall constitute a reaffirmation by the Company of each of the warranties and agreements of the Company contained in Schedule 4 as of the Completion, but without giving effect to consummation of the Transaction, or as of such earlier date, as applicable; (b) the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this agreement to be performed, satisfied or complied with by the Investors at or prior to the Completion): ; (c) all conditions precedent to the Assignment Documents duly executed Transaction Closing set forth in the Business Combination Agreement shall have been satisfied or waived as determined by all the Relevant Third Parties parties to the Business Combination Agreement (other than those conditions which, by their nature, are to be satisfied by a party to the Purchaser; a copy Business Combination Agreement at the Transaction Closing, but subject to satisfaction or waiver by such party of other releasessuch conditions as of the Transaction Closing) and the Transaction Closing shall have been or will be scheduled to occur promptly after the Completion; (d) there shall not be in force any law, consentsrule, approvalsregulation, confirmations order, judgment, injunction, decree, writ, stipulation, determination or waiversaward, if anyin each case, referred to in Clause 2.2 and obtained entered by or on behalf with any governmental authority, statute, rule or regulation enjoining or prohibiting the consummation of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager sale of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this AgreementSecurities pursuant hereto; and (e) the Business Combination Agreement shall not have been amended, if relevantmodified, (ii) supplemented or waived in a Power of Attorney authorising a person or persons manner that would reasonably be expected to sign materially and adversely affect the economic benefits that the Investor would reasonably expect to receive under this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the Purchaseragreement. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

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

Completion. 4.1 Completion under this Agreement shall take place at 4.1. Upon and with effect from the offices Execution Date, the parties acknowledge and agree that the Execution Conditions have been satisfied or waived in full and that subject to (i) clauses 4.2 to 4.3 (inclusive) and (ii) the satisfaction (or waiver) of the Seller at Funding Conditions, each Investor subscribing for New Shares and a time agreed by Warrant pursuant to clause 3.1 shall, on or prior to the Parties. 4.2 On Longstop Date, pay the Completion Date all but not part sum set out against its name in column 4 of the following business shall be transacted: 4.2.1 The Purchaser shall: pay table in clause 3.1 (being the aggregate Subscription Price for its New Shares and Warrant), by electronic funds transfer to the Seller, or pay bank account of the Company as set out below and payment made in accordance with this clause 4.1 shall constitute a direction from 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 Company of subscription monies equalling the total set forth in column 4 of the table in clause 3.1 (being an Affiliate to an Affiliateaggregate Subscription Price of $20,000,000, or such lesser amount as agreed between the Company and the Lead Investor, the Consideration as increased or decreased “Subscription Threshold”), paid in accordance with clause 4.1 from: (a) the Lead Investor; and (b) 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 Working Capital AdjustmentCompany, 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 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 satisfy the Funding 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 parties shall have no further rights or obligations under this agreement, other than accrued rights and obligations at that time; and (b) without prejudice to clause 4.3(a), if an Investor (other than the Lead Investor) does not pay its subscription monies in accordance with clause 4.1 by the Longstop Date, the Company and the Lead Investor shall be 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 the Seller (to the extent not already delivered prior to Completion) each Investor who has completed their subscription for New Shares and a copy Warrant a capitalisation table of the releasesCompany as of Completion including details of all: (i) issued Shares; (ii) options, consents, approvals, confirmations 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 waiversconvertible securities, if any, referred to in Clause 2.2 and obtained by or on behalf of the Purchaser; deliver to the Seller (to the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Purchaser, of (i) a resolution of the board of directors of the Purchaser authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Purchaser; execute and deliver those of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to it. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the Purchaser. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

Completion. 4.1 4.1. Completion under this Agreement shall take place on the Completion Date at the offices of the Seller at a time agreed by the PartiesPurchaser's Solicitors. 4.2 4.2. On Completion the Completion Date all but not part of the following business Seller shall be transacted: 4.2.1 The Purchaser shall: pay to the Seller, or pay in accordance with a direction from an Affiliate to an Affiliate, the Consideration as increased or decreased by the Working Capital Adjustment; deliver to the Seller Purchaser, at the principal office of the Business, or (if so requested by the Purchaser) make available to the extent not already delivered prior to Completion) a copy Purchaser such of the releasesSale Assets as are capable of being transferred by delivery, consents, approvals, confirmations together with: 4.2.1. the Business Records; 4.2.2. all Business Information; 4.2.3. copies of all National Insurance and PAYE records completed and up-to-date; 4.2.4. the original documents in the possession or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf control of the Seller in respect of the Contracts; and 4.2.5. such documents as are reasonably required by the Purchaser to complete the sale and purchase of the Sale Assets and vest title to the Sale Assets in the Purchaser; . 4.3. On Completion Mr Nahab shall deliver to the Seller (to Pu▇▇▇▇▇▇▇'s Solicitors the extent Service Agreement duly executed by Mr Nahab. 4.4. If all or any o▇ ▇▇▇ ▇▇ansactions set out in Clauses 4.2 and 4..3 do not already delivered prior to Completion) a copytake place as provided, 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 may promptly rescind this Agreement and without prejudice to any other remedy it may have. 4.5. The Purchaser shall then deliver to Mr Nahab the Assignment Documents on behalf of the Purchaser; execute and deliver those of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to Service Agreement d▇▇▇ executed by it. 4.2.2 The 4.6. Rights in and title to the Sale Assets shall pass to the Purchaser on the Completion Date. 4.7. Subject to Clause 9 (Contracts and Third Party Consents) the Seller shall, shall at Completion or as soon as practicable after confirmation of receipt of the amounts payable under Clause 4.2.1(a), Completion deliver to the Purchaser all transfers, assignments and novations of those Sale Assets which are not capable of being transferred by delivery, together with all relevant documents of title. 4.8. The Seller shall (and shall use its reasonable endeavours to procure any third party as is necessary to) after the date of this Agreement, upon reasonable request by the Purchaser, execute and perform any further deeds, documents and acts so requested to give full effect to the extent not already delivered prior terms of this Agreement including (without limitation) to Completion): vest in and assure to the Assignment Documents duly executed by all Purchaser whatever right, title and interest the Relevant Third Parties other than Seller may have in the Purchaser; a copy of other releasesSale Assets and pending which shall hold such Sale Assets on trust for the Purchaser absolutely and will dispose, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 transfer and obtained by or on behalf of the Seller; a copy, certified as a true copy deal with such Sale Assets at such time and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents manner as the Purchaser may reasonably require, directs. 4.9. The parties shall upon reasonable request afford to transfer the Interests each other and to each party's representatives such access during normal business hours to the Purchaser. 4.2.3 Title statutory and accounting records and all other documents relating to the Interests Business as are in each party's control for the purposes of inspecting and copying the same, and neither party shall pass from use any such records, documents or the Seller to the Purchaser upon Completioninformation contained in them for any purpose other than for accounting, audit and tax purposes. Each party shall keep such records, documents and information in strict confidence.

Completion. 4.1 5.1 Upon fulfillment of all the conditions set out in Clause 3.2 (Conditions), Completion under this Agreement shall take place at on the offices date falling on the third Business Day after the fulfillment of the Seller conditions set out in Clause 3.2 (Conditions), or such other date as the Parties may agree, at a time agreed such place as the Parties may agree when all the acts and requirements set out in this Clause 5, shall be complied with. 5.2 At Completion, the Vendor shall deliver or cause to be delivered to the Purchaser and/or the Purchaser’s Guarantor (as the case may be): (a) instrument of transfer in respect of the transfer of the Sale Shares duly executed by the Parties. 4.2 On the Completion Date all but not part Vendor in favour of the following business shall be transacted:Purchaser (or its nominee); 4.2.1 The Purchaser shall: pay to the Seller, or pay (b) original share certificate(s) in accordance with a direction from an Affiliate to an Affiliate, the Consideration as increased or decreased by the Working Capital Adjustment; deliver to the Seller (to the extent not already delivered prior to Completion) a copy respect of the releasesSale Share; (c) copy, consentscertified by a director of the Vendor, approvalsof resolutions of the board of directors of the Vendor approving this Agreement and the transactions contemplated hereunder and other documents necessary for the purpose of effecting this transaction and authorising a person or persons to execute the same (with seal, confirmations or waiverswhere appropriate) for and on its behalf; (d) copy, if anycertified by a director of the relevant Group Company, respectively, as true and complete, of the resolutions of the board of directors of the relevant Group Company referred to in Clause 2.2 5.3; and (e) the Deed of Set-Off duly executed under seal by the Vendor. 5.3 The Vendor shall use its reasonable endeavours to procure a meeting of the board of directors of the Company to be held at which resolutions shall be passed for the approval for the transfer of the Sale Shares to the Purchaser (or its nominee) and obtained the registration of such transfer, subject to the relevant instrument of transfer being duly presented for registration. 5.4 At Completion, the Purchaser shall: (a) deliver to the Vendor instrument of transfer in respect of the Sale Shares duly executed by the Purchaser (or on behalf its nominee); (b) deliver to the Vendor and the Purchaser’s Guarantor the Deed of Set-Off duly executed under seal by the Purchaser; (c) deliver to the Vendor the Deed of Adherence duly executed under seal by the Purchaser; (d) deliver to the Vendor the Irrevocable Undertaking duly executed under seal by the Purchaser; and (e) deliver to the Seller (to the extent not already delivered prior to Completion) Vendor a copy, certified as a true copy and in full force and effect complete by a director or the legal manager of the Purchaser, of (i) a resolution resolutions of the board of directors of the Purchaser authorising its entry into approving this Agreement and the transactions contemplated by hereunder and other documents necessary for the purpose of effecting this Agreement; and, if relevant, (ii) a Power of Attorney transaction and authorising a person or persons to sign this Agreement execute the same (with seal, where appropriate) for and the Assignment Documents on behalf of its behalf. 5.5 At Completion, the Purchaser; execute and deliver those of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to it.’s Guarantor shall: 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), (a) deliver to the Vendor and the Purchaser the Deed of Set-Off duly executed by the Purchaser’s Guarantor; and (b) deliver to the Vendor the Irrevocable Undertaking duly executed under seal by the Purchaser’s Guarantor. 5.6 In the event that the Vendor or the Purchaser shall fail to do anything required to be done by them under Clauses 5.2, 5.3, 5.4 and/or 5.5, without prejudice to any other right or remedy available to the Vendor or the Purchaser (as the case may be), the Vendor or the Purchaser (as the case may be) may: (a) defer Completion to a day not more than 28 days after the date fixed for Completion, or upon mutual consent by the Vendor and the Purchaser; (b) proceed to Completion so far as practicable but without prejudice to the Vendor’s or the Purchaser’s right (as the case may be) to the extent that the Vendor or the Purchaser (as the case may be) shall not already delivered prior have complied with their obligations hereunder; or (c) terminate this Agreement, upon which this Agreement shall cease to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy be of other releasesany effect except for Clauses 6 (Restriction on Announcements), consents11 (Notices), approvals, confirmations or waivers, if any, referred to 17 (Costs) and 20 (Governing Law and Jurisdiction) which shall remain in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager save in respect of the Seller, claims arising out of (i) a resolution any antecedent breach of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the Purchaser. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

Completion. 4.1 6.1 Completion under this Agreement shall must take place on the Completion Date at the offices of the Seller Sellers' Solicitors or at a time another location agreed in writing between the Buyer and Sellers. 6.2 Prior to or at Completion, the Sellers and the Buyer and the Additional Buyers must comply with their respective obligations set out in Schedule 5. 6.3 At Completion, following compliance by the Parties. 4.2 On Buyer, the Completion Date all but not part Additional Buyers and the Sellers with their respective obligations set out in Schedule 5, the provisions of Part A of Schedule 9 take effect and the Buyer and the applicable Additional Buyer(s), as the case may be, and CCEEH, CMPFH and CMP shall procure that pursuant to the terms of the following business shall be transactedNotarial Deeds and the Notary Letter: 4.2.1 The Purchaser shall: pay to (a) CMPFH and CMP shall provide the Seller, or pay in accordance Notary with a direction from an Affiliate to an Affiliate, the Consideration as increased or decreased by the Working Capital Adjustment; deliver to the Seller (to the extent not already delivered prior to Completion) a copy of the releasesCompletion Instruction (as defined in the Notary Letter) executed on behalf of CMPFH and CMP; (b) CMPFH and CMP shall procure that the specified attorney(s) authorised to appear before the Notary for, consentsand on behalf of CMPFH, approvalsCMP, confirmations or waiversCMS and Plator by means of the powers of attorney on behalf of CMPFH, if anyCMP, CMS and Plator as referred to in Clause 2.2 paragraph 1.1(c) of Schedule 5, appear(s) before the Notary to sign the Notarial Deeds; (c) Subject to paragraph 1.4 of Schedule 4, CCEEH shall procure that the authorised signatories appear before the Notary to sign the Polish SPA for and obtained by or on behalf of CCEEH; (d) the Buyer shall provide the Notary with a copy of the Completion Instruction (as defined in the Notary Letter) executed on behalf of the Purchaser; deliver Buyer and/or the applicable Additional Buyer(s), as the case may be; (e) the Buyer shall procure that the specified attorney(s) authorised to appear before the Seller (to the extent not already delivered prior to Completion) a copyNotary for, 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 Buyer and/or the applicable Additional Buyer(s), as the case may be, by means of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to it. 4.2.2 The Seller shall, after confirmation power(s) of receipt of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or attorney on behalf of the Seller; a copyBuyer and/or the applicable Additional Buyer(s), certified as a true copy and the case may be, as referred to in full force and effect by a director or paragraph 2.1(c) of Schedule 5, appear(s) before the legal manager of Notary to sign the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this AgreementNotarial Deeds; and (f) subject to paragraph 1.4 of Schedule 4, if relevant, (ii) a Power of Attorney authorising a person or persons the Buyer shall procure that the authorised signatories appear before the Notary to sign this Agreement the Polish SPA for, and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents Buyer or the applicable Additional Buyer, as the Purchaser case may be. 6.4 In accordance with the Notary Letter and after receipt by the Notary of the Completion Instruction (as defined in the Notary Letter) from CMPFH, CMP and the Buyer and/or the applicable Additional Buyer(s), as the case may be, as referred to in clause 6.3, the Notary shall commence with the execution of the Notarial Deeds. Subject to paragraph 1.4 of Schedule 4, following the execution of the Notarial Deeds, the Polish SPA will be executed before the Notary by the authorised signatories on behalf of CCEEH and the Buyer or the applicable Additional Buyer, as the case may be. 6.5 Immediately following the execution of the Notarial Deeds, and in accordance with the Notary Letter, the Notary will hold the Notary Amount in the Notary Account for the benefit and account of CMPFH and CMP. The Notary shall pay out the Notary Amount to CMPFH's and CMP's respective bank accounts on the Business Day following the day of execution of the Notarial Deeds as provided for in, and in accordance with, the Notary Letter. 6.6 As soon as reasonably requirepracticable following Completion, the Sellers shall procure that the shareholders' registers (aandeelhoudersregisters) of CMS and Plator are updated by the Notary to reflect the transfer of the Interests CMS Shares and the Plator Shares from CMPFH and CMP to the PurchaserBuyer or applicable Additional Buyers. 4.2.3 Title 6.7 A party is not obliged to complete the sale and purchase of the Sale Shares and Loan Receivables unless: (a) the other party complies with all its obligations in Schedule 5; (b) the sale, purchase and transfer of all the Sale Shares and Loan Receivables is completed simultaneously. 6.8 If a party ("defaulting party") fails to comply with any of its obligations in Schedule 5, the other party may, by notice to the Interests shall pass from defaulting party: (a) elect to proceed to Completion so far as reasonably practicable and set another date on which the Seller defaulting party must comply with those obligations which it has failed to comply with on the Completion Date; or (b) postpone Completion to a Business Day not more than the last Business Day of the month after the Completion Date; or (c) terminate this Agreement by giving notice of termination to the Purchaser upon Completiondefaulting party with immediate effect, in which case clause 6.10 applies. 6.9 If a party postpones Completion to another date in accordance with clause 6.8(b), the provisions of this Agreement apply as if that other date is the Completion Date and references to the Completion Date will be construed as if they were references to that other date. 6.10 If a party terminates this Agreement pursuant to clause 6.8(c): (a) the defaulting party must indemnify it on demand against: (i) each loss, liability and cost which it has incurred in connection with negotiating, preparing, signing or implementing a Transaction Document; and (ii) each cost which it incurs in enforcing its rights under clause 6.10(a)(i); and (b) each party's further rights and obligations cease immediately on termination except that: (i) each party must continue to comply with clauses 14, 15 and 19 and each provision of this Agreement necessary for a party to enforce those clauses; and (ii) termination of this Agreement does not affect a party's right to claim for a breach of the other party's obligations in relation to this Agreement if that breach occurred before termination and each party must continue to comply with each provision of this Agreement necessary for a party to enforce such a right. 6.11 For the purposes of clause 6.7 to 6.10 inclusive a “party” means (a) the Sellers on the one hand and (b) the Buyer and the Additional Buyers on the other.

Completion. 4.1 Completion under this Agreement 8.1 The sale and purchase of the Sale Shares shall take place be completed at the offices of the Seller Sellers' Solicitors on the Completion Date (or at a time any other place agreed by the Partiesparties in writing). 4.2 8.2 On Completion the Sellers shall deliver to the Buyer: (a) completed and signed transfers of the Sale Shares to the Buyer and the related share certificates (or an indemnity in a form reasonably acceptable to the Buyer in respect of lost share certificates); (b) the statutory books of each Group Company complete and accurate up to immediately prior to Completion Date (including the share certificates in relation to each Group Company (or an indemnity in a form reasonably acceptable to the Buyer in respect of lost share certificates)) and at the premises of the Company, any company seal(s), certificates of incorporation, certificates of incorporation on change of name and all but not part unused share certificates of each Group Company and all cheque books and credit cards of each Group Company; (c) the Disclosure Letter in the agreed form executed by the Warrantors together with the DVD of the Data Room in the agreed form; (d) the title deeds and documents relating to the Property at the premises of the Company; (e) the Deed of Termination duly executed by each party to it; (f) copies (which may be by way of electronic screen prints) of bank statements in respect of each account of each Group Company as at 17 October 2013; (g) Short Form Sale and Purchase Agreements duly executed by each of the D Minority Shareholders; (h) letters of resignation in agreed form from A▇▇▇ ▇▇▇▇▇▇▇▇ and B▇▇▇▇ ▇▇▇▇▇▇▇▇; and (i) the Employment Letter duly executed by A▇▇▇▇▇ ▇▇▇▇▇▇. 8.3 On Completion the Sellers shall procure the holding of a meeting of the directors of the Company to do such of the following business shall be transactedthings as are applicable to it; (a) approve (subject to stamping in respect of the Sale Shares only) the transfers referred to in clause 8.2(a) and the transfers contemplated by the Short Form Sale and Purchase Agreements; (b) appoint the persons nominated by the Buyer as directors (if any) and note the resignations referred to in clause 8.2(h); and (c) resolve to add M▇▇▇ ▇▇▇▇▇▇▇ to the bank mandate of the Company's bank account with HSBC. 8.4 On Completion the Buyer shall: 4.2.1 The Purchaser shall: (a) pay to the Seller, or pay in accordance with a direction from an Affiliate to an Affiliate, the Consideration as increased by electronic funds transfer in the manner specified in clause 3.1 which payment shall constitute a good discharge for the Buyer of its obligations to pay that amount (and the Buyer shall not be concerned with the application of any such amount between all or decreased by any of the Working Capital AdjustmentSellers); and (b) deliver to the Seller (Sellers or to the extent not already delivered prior to Completion) Sellers' Solicitors (whose receipt shall be 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 sufficient discharge): (i) a resolution counterpart of the Disclosure Letter signed by the Buyer acknowledging its receipt; (ii) a certified copy of an extract of the minutes of the board of directors of the Purchaser Buyer authorising the execution and performance by the Buyer of its entry into the transactions contemplated by obligations under this Agreement; and, if relevant, agreement; (iiiii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Purchaser; execute and deliver those of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to it. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the PurchaserInsurance Policy. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

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

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

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

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

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

Completion. 4.1 Completion under this Agreement shall take place at the offices of the Seller at a time agreed by the Parties. 4.2 On on the Completion Date all but not part of at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ when:- 4.1.1 the following business Institutional Vendors shall be transacted: 4.2.1 The Purchaser shall: pay produce to the Seller, or pay in accordance with a direction from Purchaser an Affiliate to an Affiliate, the Consideration as increased or decreased by the Working Capital Adjustment; deliver to the Seller (to the extent not already delivered prior to Completion) a copy of the releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Purchaser; deliver to the Seller (to the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Purchaser, of (i) a resolution of the board of directors of the Purchaser authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Purchaser; execute and deliver those of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to it. 4.2.2 The Seller shall, after confirmation acknowledgement of receipt of the amounts payable under Clause 4.2.1(aDrag Along Notice signed by CDC Trustees Limited and each of the other “Called Shareholders” (as defined in the Articles), ; 4.1.2 the Warrantors shall deliver to the Purchaser (Purchaser, or procure the delivery to the extent not already delivered prior to Completion): Purchaser of, the Assignment Documents duly executed by all the Relevant Third Parties documents and other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, items referred to in Clause 2.2 Schedule 4; 4.1.3 the Warrantors and obtained by or on behalf the Purchaser shall jointly procure that there shall be held a Meeting of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager Board of Directors of the Seller, Company and of (i) a resolution CDC Trustees Limited at which there shall be duly passed the resolutions set out and contained in Board Minutes of the board Company and of directors CDC Trustees Limited in the Agreed Form marked “C1” and “C2” respectively; 4.1.4 the Purchaser shall deliver the Letter to Optionholders to the Optionholders; 4.1.5 the Purchaser shall execute the Escrow Loan Note Instrument; 4.1.6 in relation to the Initial Consideration:- 4.1.6.1 the Purchaser shall pay the sum of £1,266,003.42 into the Options Escrow Account; 4.1.6.2 the Purchaser shall pay the sum of £11,173,756.58 into the Vendors’ Solicitors’ Client Account for distribution among the Vendors and the Exercising Optionholders in accordance with the Articles; and 4.1.6.3 the Purchaser shall pay the sum of £500,000 into the Working Capital Escrow Account; in each case by way of transfer of funds. 4.1.7 in relation to the Escrow Consideration the Purchaser shall:- 4.1.7.1 pay the sum of £2,243,440 into the Escrow Escrow Account by way of transfer of funds; and 4.1.7.2 issue to the Quester Funds, the Escrow Loan Notes divided among the Quester Funds by reference to their respective proportions of the Seller authorising its entry into Escrow Consideration (calculated in accordance with their respective Earnout Entitlements) and deliver to the transactions contemplated Quester Funds certificates in respect thereof. 4.2 The Management Optionholders hereby irrevocably undertake upon Completion:- 4.2.1 to exercise all (but not some only) of their Management Options by this Agreement; and, if relevant, the payment (ii) in a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests form satisfactory to the Purchaser. 4.2.3 Title ) of the exercise price in respect of such Management Options and the delivery of the Forms of Instruction to the Interests shall pass from Company in accordance with the Seller terms and conditions of the Letter to Optionholders; and 4.2.2 notwithstanding the provisions of the Forms of Instruction to deliver duly executed stock transfer forms to the Purchaser upon Completionin respect of the Ordinary Shares acquired by them on the exercise of their Management Options. 4.3 The Purchaser shall not be obliged to fulfil its obligations under this Clause 4 until the Warrantors and the Management Optionholders have fulfilled each of their obligations under this Clause 4.

Completion. 4.1 5.1 Subject to Clause 3, Completion under this Agreement shall take place at the offices of the Seller at a time agreed by the Parties. 4.2 On on the Completion Date all but not part at the office of the following business Company (or at such other place as the Parties may agree) where all of the events described below shall be transacted:occur. 4.2.1 The Purchaser shall: pay to the Seller, or pay in accordance with a direction from an Affiliate to an Affiliate5.2 On Completion, the Consideration as increased or decreased by the Working Capital Adjustment; Vendors shall deliver to the Seller (to Purchaser: 5.2.1 the extent not already delivered prior to Completionshare certificate(s) in respect of the Sale Shares, together with valid share transfer form in respect of the Sale Shares, duly executed by the Vendors in favour of the Purchaser; 5.2.2 a certified true copy of the releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained resolutions passed by or on behalf of the Purchaser; deliver to the Seller (to the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Purchaser, of (i) a resolution of the board of directors of the Purchaser Company: (a) approving the transfers of the Sale Shares to the Purchaser, subject only to the instruments of transfer being duly stamped; (b) authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) issue of a Power new share certificate in respect of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf Sale Shares in favour of the Purchaser; execute and deliver those and (c) approving the lodgement of a notice of transfer of the Assignment Documents to which it is a signatory; Sale Shares with ACRA and perform the making of such other actions and execute such other documents entries into the corporate records of the Company as may be required necessary; and 5.2.3 such waivers or consents as may be necessary, including but not limited to transfer waivers of pre-emption rights in respect of the Interests Sale Shares, to itenable the Purchaser to be registered as holder of any and all of the Sale Shares. 4.2.2 The Seller shall5.3 On Completion and against compliance with the provisions of Clause 5.2, after confirmation the Purchaser shall deliver the Completion Payment to the Vendors by way of receipt cheques drawn on a bank licensed in Singapore and made out in favour of the amounts payable under Vendors, or in such other manner as may be agreed between the Vendors and the Purchaser in writing. 5.4 Without prejudice to any other remedies available, if in any respect the provisions of this Clause 4.2.1(a5 are not complied with by any Party on the Completion Date, the Party not in default may: 5.4.1 defer Completion to a date not more than 28 days after the Completion Date (and so that the provisions of this Clause shall apply to Completion as so deferred), deliver ; 5.4.2 effect Completion so far as practicable having regard to the Purchaser defaults which have occurred (without prejudice to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchasertheir rights hereunder); a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by or 5.4.3 rescind this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the Purchaser. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

Completion. 4.1 9.1 Completion under this Agreement shall take place on: A. the date which is the last Business Day of the month in which the conditions shall have been satisfied or waived in accordance with this Agreement, unless the date on which the conditions are so satisfied or waived occurs less than five (5) Business Days before the last Business Day of the calendar month then current, in which case Completion shall be effected on the date which is the last Business Day of the next following calendar month; or B. such other date as may be agreed in writing between the Purchaser and the Seller, C. (the “Completion Date”). 9.2 Completion of the sale and purchase of the Commercialisation Business Assets shall take place at 9.00 a.m. on the Completion Date at the offices of the Seller at a time agreed by the PartiesSeller’s Solicitors. 4.2 On 9.3 At Completion, the Completion Date all but not part of Seller and the following business Purchaser shall be transacted: 4.2.1 The Purchaser shall: pay to the Sellerdo, or pay procure the carrying out of, those things respectively listed in accordance with a direction from an Affiliate to an Affiliaterespect of them in (and for the purposes of this Clause 9.3, the Consideration as increased or decreased by the Working Capital Adjustment; deliver to the Seller (to the extent not already delivered prior to Completion) a copy of the releases, consents, approvals, confirmations or waivers, if any, Commercialisation Business Assets referred to in Clause 2.2 13, and obtained the Commercialisation Business Contracts, the Shared Commercialisation Business Contracts and Transferring Tenders shall be deemed to have been delivered to and acquired by the Purchaser (on behalf of the relevant Designated Purchaser) for the purposes of determining whether the Seller has complied with its obligations pursuant to Schedule 3. 9.4 The Commercialisation Business Consideration shall be payable by or on behalf of the PurchaserPurchaser (on behalf of itself and the Designated Purchasers) in immediately available funds in Euros as follows: A. a first instalment of two hundred and sixty-three million, one hundred and fifty-eight thousand Euros (EUR 263,158,000) on Completion in accordance with Paragraph 1.2(B) of Schedule 3; deliver and B. a second instalment of three hundred and seventy-eight million, seven hundred and twenty-seven thousand Euros (EUR 378,727,000) by no later than 25 June 2021, to the Seller (to Seller’s Bank Account by CHAPS transfer for same day value. 9.5 For the extent avoidance of doubt, the Commercialisation Business Consideration does not already delivered prior to Completioninclude the purchase price for Initial Stock. The Initial Stock will be sold and transferred, and separately paid for, in accordance with Schedule 24. 9.6 Receipt of funds in accordance with Clause 9.4 and Paragraph 1.2(B) of Schedule 3 shall constitute a copygood discharge of the Purchaser in respect of the payment of the Commercialisation Business Consideration due at Completion but not, certified as a true copy and for the avoidance of doubt, in full force and effect by a director or the legal manager respect of the Purchaser, of (i) a resolution of the board of directors of the Purchaser authorising its entry into the transactions contemplated by ’s other obligations under this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Purchaser; execute and deliver those of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to itClause 9. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the Purchaser. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

Completion. 4.1 Completion under 5.1 In accordance with the terms of this Agreement and subject to Clause 3.1 and Clause 3.2 above, the Completion shall take place remotely via the electronic exchange of documents and signatures/ at the offices registered office of the Seller at a time agreed Company or any other place as may be mutually decided by the PartiesParties on a date mutually agreed between the Parties provided such date is on or prior to expiry of: (i) 45 (forty five) days from the date of listing of equity shares of the Buyer on a Stock Exchange upon completion of the IPO; or (ii) Long Stop Date (“Completion Date”). 4.2 5.2 On the Completion Date Date, the Parties shall deliver or perform (or ensure that there is delivered or performed) all but not part those documents, items and actions (as applicable to such Party) set out in Schedule 7 (Completion). 5.3 The obligations of each of the following business Parties in this Clause 5 read with Schedule 7 (Completion) are interdependent and conditional upon the fulfilment (by each of the Parties) of their respective obligations set out under Schedule 7 (Completion) and no such transaction will be considered as consummated and no action shall be transacted: 4.2.1 The Purchaser shall: pay deemed to have been taken nor documents executed or delivered and no documents or actions shall be deemed to have come into effect on the Completion Date unless all such transactions, agreements, deeds, actions and/or documents have been consummated, taken, executed, delivered and have come into effect. If any of the actions provided for in this Clause 5 read with Schedule 7 (Completion) have not taken place on the same day, the day on which the last of such actions or conditions, as provided for under this Clause 5 read with Schedule 7 (Completion) has taken place will be deemed to be the Completion Date for the purposes of this Agreement. If the Completion has not occurred within 2 (two) Business Days of payment of the Purchase Consideration by the Buyer then the Sellers shall refund the entire Purchase Consideration (including the Advance Consideration) to the Seller, or pay in accordance with a direction from an Affiliate to an Affiliate, the Consideration as increased or decreased by the Working Capital Adjustment; deliver to the Seller Buyer within 1 (to the extent not already delivered prior to Completionone) a copy of the releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Purchaser; deliver to the Seller (to the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Purchaser, of (i) a resolution of the board of directors of the Purchaser authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Purchaser; execute and deliver those of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to it. 4.2.2 The Seller shall, after confirmation Business Day of receipt of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the Purchaser. 4.2.3 Title to the Interests shall pass written notice from the Seller to the Purchaser upon CompletionBuyer.

Completion. 4.1 Completion under this This Share Purchase Agreement shall take place at the offices of the Seller at a time agreed by the Parties. 4.2 be completed simultaneously (Zug um Zug). On the Completion Date all but not part the Parties shall undertake the actions set forth below and/or procure that such actions will be undertaken: 4.4.1 SIX Swiss shall enter into a transfer agreement with NewCo, which has been incorporated and registered in the commercial register in sufficient time prior to that date, pursuant to the principles set forth in Clause 1.4 unless it has already done so prior to Completion. On the Completion Date the Seller, in its capacity as sole shareholder, shall resolve in an extraordinary general meeting of SIX Swiss to be held on the following business same day that the NewCo Shares shall be transacted:distributed to the Seller as a dividend in kind. 4.2.1 4.4.2 The Purchaser shall: shall pay the Purchase Price pursuant to Clause 3.4 to the Seller. If, or pay in accordance with a direction from an Affiliate and to an Affiliatethe extent, the Consideration as increased or decreased by Purchaser exercises its right to offer alternative performance pursuant to Clause 3.2, the Working Capital Adjustment; Purchaser shall deliver to the Seller a declaration of assignment in the form provided for in Annex 4.4.2 regarding the assignment of the HoldCo Shares, or its own DBAG Shares (as the case may be) by the Purchaser to the extent not already delivered prior to Completion) a copy of the releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Purchaser; Seller. 4.4.3 The Seller shall 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 declaration of assignment regarding the assignment of the Seller Shares by the Seller to the Purchaser in the form provided for in Annex 4.4.3(i), (ii) a legally valid resolution of by the board of directors of Eurex Zürich regarding the Purchaser authorising its entry unconditional approval of the spin-off of the Eurex Shares from SIX Swiss into NewCo and the transactions contemplated by this Agreement; and, if relevant, corresponding registration of NewCo in the share register of Eurex Zürich, (iiiii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Purchaser; execute and deliver those of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to it. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed legally valid resolution by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of NewCo regarding the unconditional approval of the transfer of the NewCo Shares from SIX Swiss to the Seller authorising its entry into and the transactions contemplated by this Agreement; and, if relevant, corresponding registration of the Seller in the share register of NewCo, (iiiv) a Power legally valid resolution by the board of Attorney authorising a person or persons to sign this Agreement and directors of NewCo regarding the Assignment Documents on behalf unconditional approval of the Seller; and perform such other actions and execute such other documents as transfer of the Purchaser may reasonably require, to transfer the Interests to the Purchaser. 4.2.3 Title to the Interests shall pass NewCo Shares from the Seller to the Purchaser and the corresponding registration of the Purchaser in the share register of NewCo, (v) the share registers of Eurex Zürich and NewCo which have been updated accordingly. The Seller shall be responsible for ensuring that the resolutions by the board of directors of NewCo as provided for in Clause 4.4.3 (iii) and (iv) will be adopted in a legally valid form. 4.4.4 The spun-off Shareholders’ Agreement between SIX Swiss (previously Schweizer Börse) and the Purchaser pertaining to their joint participation in Eurex Zürich and its subsidiaries shall be terminated in relation to SIX Swiss, which will be replaced by NewCo, upon Completion.execution of the change of parties agreement substantially in the

Completion. 4.1 Completion under this Agreement of the sale and purchase of the Shares shall take place at the offices of the Seller at a time agreed Purchaser’s Solicitors immediately after signature and exchange of this agreement (‘the Completion Date’) when and where the matters referred to in clauses 4.1 to 4.4 shall be carried out: 4.1 The Vendors shall deliver to the Purchaser: 4.1.1 transfers of the Shares duly executed by the Partiesregistered holders in favour of the Purchaser (or as it in writing directs), accompanied by their respective share certificates, in such form as is necessary for the Purchaser to establish legal ownership in accordance with English law; 4.1.2 the share certificate in respect of 1,500 shares of common stock, representing all of the outstanding equity shares of the Subsidiary; 4.1.3 the certificates of incorporation, statutory books (including minute books) and all books of account and other records of the Company and the Subsidiary complete and (where appropriate) written up to date immediately prior to the Completion Date; 4.1.4 the title deeds to the Properties and all ancillary documents, together with confirmation of the lost title deeds indemnity insurance cover in the agreed amount; 4.1.5 the resignation of each of the existing directors and secretary of the Company and of the Subsidiary, with a written acknowledgement, waiver and release from each (executed as a deed in the Agreed Form) that he has no claim whatever against ISS, the Company, the Subsidiary or their respective Affiliates, whether in respect of compensation for loss of office, damages, pensions, loans or otherwise, and whether under any agreement to which he is a party (excluding any usual salary, other remuneration, benefits and any expenses due and payable by the Company to such directors and secretary under their current service agreements with the Company); 4.1.6 a Tax Deed in the form set out in Schedule 5, duly executed by each of the Vendors, the Company and the Subsidiary; 4.1.7 statements from the Company’s and the Subsidiary’s bankers as to the current and deposit account balances of the Company and of the Subsidiary covering the period from 1 June 2010 through the close of business on the last Business Day preceding Completion; 4.1.8 appropriate forms to amend the mandates given by the Company and the Subsidiary to its bankers; 4.1.9 written confirmation from the Vendors in the Agreed Form that there are no subsisting guarantees given by the Company or the Subsidiary in their favour and that, after compliance with clause 4.3.2, there will remain no debt outstanding between the Vendors or their Affiliates and the Company; 4.1.10 appropriate certified resolutions of the Company and the Subsidiary authorising execution of this agreement, the Tax Deed and any other ancillary documentation required to be executed by such companies in the Agreed Form; 4.1.11 original certificates in respect of the Registered IPR; 4.1.12 evidence (in the Agreed Form) of the release from any and all Incumbrances created by the Company or the Subsidiary, or to which any of their assets is subject, or (as appropriate) certificates of non-crystallisation; 4.1.13 the Disclosure Letter duly executed by the Vendors; 4.1.14 the Lock-Up Agreements duly executed by the Vendors; 4.1.15 the Shareholder Representation Agreements duly executed by the Vendors; and 4.1.16 the Escrow Agreement duly executed by the Vendors. 4.2 On The Vendors will procure that a board meeting of the Completion Date all but not Company and of the Subsidiary shall be held at which: 4.2.1 those persons nominated and designated by the Purchaser shall be appointed as directors, secretary and as other officers of the Company and the Subsidiary; 4.2.2 the resignations of the directors and officers referred to in clause 4.1.5 shall be submitted and accepted; 4.2.3 the transfers of the Shares (subject to stamping) shall be approved for registration; 4.2.4 the existing bank mandates given by the Company and the Subsidiary shall be cancelled; and 4.2.5 the registered offices of the Company and the Subsidiary shall be changed as the Purchaser may direct. 4.3 The Purchaser and/or ISS shall: 4.3.1 pay by a telegraphic transfer of funds from Purchaser’s Solicitors’ bank account to the Vendors’ Solicitors’ bank account in respect of that part of the following business Purchase Price as is payable in cash, to and in favour of the Vendors’ Solicitors (whose receipt shall be transacted: 4.2.1 The Purchaser shall: pay a full discharge to the Seller, or pay in accordance with a direction from an Affiliate Purchaser and ISS); 4.3.2 procure that the Company repay to an Affiliate, the Consideration as increased or decreased by Second Vendor the Working Capital Adjustment; Vendor’s Loan within 10 Business Days of the Completion Date; 4.3.3 deliver to the Seller (to Vendors the extent not already delivered prior to Completion) a copy of Disclosure Letter duly executed by the releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 Purchaser and obtained by or on behalf of the Purchaser; ISS; 4.3.4 deliver to the Seller (Vendors the Escrow Agreement duly executed by the Purchaser and ISS; 4.3.5 deliver to the extent not already delivered prior to Completion) Vendors 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 resolutions of the board of directors of the Purchaser authorising its entry into Purchaser: 4.3.5.1 approving the transactions contemplated by this AgreementTransactions; and, if relevant, (ii) a Power of Attorney 4.3.5.2 authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Purchaser; execute and deliver those of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to it. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into Purchaser to take any and all steps necessary to complete this agreement. 4.4 ISS shall deliver certificates evidencing the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons Consideration Shares to sign this Agreement and the Assignment Documents on behalf Escrow Agent for deposit in the Escrow Account under the terms of the Seller; and perform such other actions and execute such other documents as Escrow Agreement. 4.5 If the provisions of clauses 4.1 through 4.3 are not complied with in any respect on the Completion Date, the Purchaser may reasonably requiremay, in its discretion, and without prejudice to transfer any other rights it has under this agreement or otherwise: 4.5.1 defer Completion to a date not more than 28 days after the Interests Completion Date (in which case the provisions of clauses 4.1 through 4.5 shall apply to Completion as so deferred); or 4.5.2 proceed to Completion so far as practicable; or 4.5.3 terminate this agreement without incurring any liability to the PurchaserVendors or any of them. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

Completion. 5.1 Subject to the Condition in Clause 4.1 Completion under this Agreement shall take place at the offices of the Seller at a time agreed being completed (or waived by the Parties. 4.2 On ), completion shall take at [the Completion Date office of Messrs. Johnson Stokes & Master] when all (but not part only) of the following business f▇▇▇▇▇▇▇g ▇▇▇▇▇ess shall be transacted:transacted:- 4.2.1 The Purchaser shall: pay (a) the Seller shall deliver to the Purchaser or procure the delivery to the Purchaser of:- (i) duly executed share transfer instruments (in a form complying with all applicable laws) in respect of the Sale Shares in favour of the Purchaser and/or its nominees together with the relative certificates therefor; (ii) such other documents as may be required to give good title to the Sale Shares or which may be necessary to enable the Purchaser or its nominees to procure the registration of the same in the name of the Purchaser or its nominees; and (iii) evidence of the due authority of any person signing any instrument or document on behalf of the Seller. (b) the Seller shall procure a duly convened and held meeting of the board of directors of the Company [and of each other member of the Target Group] is held at which resolutions shall be passed (where appropriate):- (i) to approve this Agreement and give effect to all of the transactions contemplated hereunder; (ii) to approve (subject to stamping, where necessary) the Purchaser and its nominees for registration as the holders of the Sale Shares; and (iii) to deal with and resolve upon such other matters as the Purchaser shall reasonably require for the purposes of giving effect to the provisions of this Agreement. (c) at a duly convened and held meeting of the board of directors of the Purchaser the Consideration Shares shall be allotted to the Seller or pay in accordance with a direction from an Affiliate to an Affiliatesuch persons as it shall direct, credited as fully paid up. 5.2 As soon as practicable following Completion, the Consideration as increased or decreased by the Working Capital Adjustment; Purchaser shall deliver to the Seller (to share certificate(s) in respect of the extent not already delivered prior to Completion) Consideration Shares together with 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 resolutions of the board of directors of the Purchaser authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power allotment and issue of Attorney authorising a person or persons the Consideration Shares. 5.3 No Party shall be obliged to sign complete this Agreement and or perform any obligations hereunder unless the Assignment Documents on behalf other parties comply fully with the requirements of the Purchaser; execute and deliver those of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to itClause 5. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the Purchaser. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

Completion. 4.1 Subject to the fulfilment or waiver of the Conditions Precedent, Completion under this Agreement shall take place at Hong Kong on Completion Date or at such other time and/or place as the offices Issuer and the Subscriber may agree in writing. At Completion, all (but not only some) of the Seller at a time agreed by the Partiesevents detailed in this Clause 4 shall occur. 4.2 On Completion, the Completion Date all but not part Issuer shall deliver to the Subscriber: (A) a certified copy of the following business shall be transacted: 4.2.1 The Purchaser shall: pay resolutions of the Board approving, amongst other things, (i) the execution of this Agreement and the Instrument; (ii) the allotment and issue of the Bonds to the Seller, or pay Subscriber in accordance with a direction from an Affiliate to an Affiliatethis Agreement and the Instrument and the transactions contemplated under this Agreement; (iii) upon Completion taking place, the Consideration entry of the name of the Subscriber into the Register of Bondholders as increased or decreased by holder of the Working Capital AdjustmentBonds; deliver to the Seller allotment and issue of the Conversion Shares upon exercise of the Conversion Rights in accordance with the Conditions; (to the extent not already delivered prior to CompletionB) a copy of the releasesletter from the Stock Exchange confirming that approval has been granted by the Stock Exchange for the listing of and permission to deal in the Shares to be issued upon the exercise of Conversion Rights attaching to the Bonds pursuant to the Conditions; (C) a legal opinion, consentsin form and substance reasonably satisfactory to the Subscriber, approvalsdated the Completion Date, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Purchaser; deliver Issuer’s counsels addressed to the Seller (Subscriber as to the extent not already delivered prior Bermuda law in relation to Completion) a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Purchaser, of (i) a resolution the due and proper execution of this Agreement by the board of directors of the Purchaser authorising its entry into the transactions contemplated by this Agreement; and, if relevantIssuer, (ii) a Power its due incorporation, valid existence and good standing of Attorney authorising a person or persons to sign the Issuer (iii) the enforceability of this Agreement against the Issuer, and (iv) the Assignment Documents on behalf due execution, validity and enforceability of the Purchaser; execute and deliver those of the Assignment Documents Bonds; (D) a legal opinion as to which it is a signatory; and perform such other actions and execute such other documents as may be required Hong Kong law in relation to transfer the Interests to it. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevantdue incorporation, (ii) a Power valid existence of Attorney authorising a person or persons to sign this Agreement all subsidiaries incorporated in Hong Kong, (iii) the non-contravention of the Hong Kong laws and the Assignment Documents on behalf Listing Rules in respect of the Seller; and perform such other actions and execute such other documents transaction contemplated under this Agreement; (E) a legal opinion as the Purchaser may reasonably require, to transfer the Interests to the Purchaserlaws of the PRC in relation to the due incorporation and valid existence of all subsidiaries established in the PRC; (F) a certified copy of the Instrument duly executed by the Issuer; (G) the Bonds by delivering a certificate, duly executed, representing the aggregate principal amount of the Bonds (together with the Conditions) in the form set out in the Instrument in the name of the Subscriber; and (H) a completion certificate dated the Completion Date and addressed to the Subscriber from the Issuer, signed by a director and substantially in the form set out in Schedule 3. 4.2.3 Title 4.3 On Completion, the Subscriber shall make the payment of the Bond Consideration (less any costs and expenses payable under Clause 8(H) to the Interests shall pass from the Seller Subscriber) by transfer in Hong Kong dollars for value same day to the Purchaser upon Completionbank account of the Issuer, the details of which shall be notified by the Issuer to the Subscriber no less than five (5) Business Days prior to the Completion Date. 4.4 If in any respect the obligations of the Issuer or Subscriber are not complied with on the Completion Date (whether such failure by the defaulting party amounts to a repudiatory breach or not), the party not in default may: (A) defer Completion to a date not more than fifteen (15) Business Days after the Completion Date (and so that the provisions of this Clause 4.4, apart from this Clause 4.4(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.

Completion. 4.1 5.1 Completion under this Agreement shall take place not later than fourteen (14) days after all the conditions set out in Clause 4.1 are fulfilled (or if not fulfilled, are waived by the relevant Parties), whichever is later, at the offices of the Seller Purchaser’s Solicitors (or at a time agreed by such other place as the PartiesParties may agree in writing) where all (and not some only) of the events described in Clauses 5.2 and 5.3 shall occur. 4.2 On the Completion Date all but not part of the following business shall be transacted: 4.2.1 The Purchaser shall: pay to the Seller, or pay in accordance with a direction from an Affiliate to an Affiliate5.2 At Completion, the Consideration as increased or decreased by the Working Capital Adjustment; Vendor shall deliver to the Seller (to the extent not already delivered prior to Completion) a copy Purchaser: 5.2.1 certified true copies of the releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained resolutions passed by or on behalf of the Purchaser; deliver to the Seller (to the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Purchaser, of (i) a resolution of the board of directors of the Purchaser Company: (a) approving the transfer of the Sale Shares to the Purchaser; (b) authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power issue of Attorney authorising a person or persons to sign this Agreement and new share certificates in respect of the Assignment Documents on behalf Sale Shares in favour of the Purchaser; execute and deliver those ; (c) approving the entry of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to it. 4.2.2 The Seller shall, after confirmation of receipt name of the amounts payable under Clause 4.2.1(a), deliver to Purchaser as holder(s) of the Sale Shares in the register of members of the Company; and (d) approving any action which in the view of the Purchaser (is necessary to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than rectify or remedy any irregularity discovered during the Purchaser; a copy of other releases’s Due Diligence Exercise conducted by the Purchaser, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents forms as the Purchaser may reasonably require; 5.2.2 if required, certified true copies of the resolutions passed by the shareholders of the Company approving this Agreement, the sale and purchase of Sale Shares and all transactions contemplated under this Agreement; 5.2.3 duly executed share transfer forms in respect of the Sale Shares in favour of the Purchaser, together with the relevant share certificate(s); 5.2.4 such documentary evidence as shall be necessary to satisfy the Purchaser that the Company is the owner of the Molong Shares; 5.2.5 original copy of the Contract; 5.2.6 duly executed copy of the Disclosure Letter, the form and contents of which are satisfactory to the Purchaser, which it shall determine in its absolute discretion; 5.2.7 all the statutory and other books (duly written up to date) of the Target Companies, the certificate of incorporation (or equivalent documentation), the common seal and any other papers and documents of the Target Companies in the Vendor’s possession; 5.2.8 where necessary, all documentation, in form and substance satisfactory to the Purchaser as the Purchaser may determine in its absolute discretion, evidencing that the Vendor has fulfilled its obligations under Clauses 4.1.7, 4.1.8 and 4.1.9; and 5.2.9 such other documents, in form and substance satisfactory to the Purchaser, as the Purchaser may require, to complete the sale and purchase of the Sale Shares and to complete the transactions contemplated herein. 5.3 Against compliance by the Vendor of Clause 5.2, the Purchaser shall pay, by way of telegraphic transfer to the Interests bank account of the Vendor (as notified by the Vendor to the Purchaser) or a cashier’s order or banker’s draft issued by a bank licensed in Singapore and made out in favour of the Vendor, the remaining portion of the Cash Consideration, and allot and issue the Consideration Shares to the Vendor or his nominee. 4.2.3 Title to 5.4 Notwithstanding Clause 5.1, if in any respect any of the Interests shall pass from provisions of Clause 5 is not complied with by the Seller to Vendor on the Completion Date, the Purchaser upon Completionmay at its sole discretion:- 5.4.1 defer Completion to a date not later than thirty (30) days after the Completion Date and the provision of this Clause 5 shall apply to Completion as so deferred; or 5.4.2 proceed with Completion so far as practicable (without prejudice to its rights to claim Damages for the Vendor’s failure to comply with any of the conditions in this Clause 5 or any of its rights under this Agreement); or 5.4.3 rescind this Agreement without prejudice to any other remedy that it may have.

Completion. 5.1 Subject to all Conditions set out in Clause 4.1 being satisfied (or waived, if applicable), Completion under this Agreement shall take place at 5:00 p.m. on the offices Completion Date, or such later time or date as the Vendor and the Purchaser may agree. 5.2 At the Completion, the Vendor shall deliver or cause to be delivered to the Purchaser: (a) a duly executed transfer instruction in respect of the Seller at a time agreed by the Parties. 4.2 On the Completion Date all but not part of the following business shall be transacted: 4.2.1 The Purchaser shall: pay to the Seller, or pay Sale Shares in accordance with a direction from an Affiliate to an Affiliate, the Consideration as increased or decreased by the Working Capital Adjustment; deliver to the Seller (to the extent not already delivered prior to Completion) a copy of the releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Purchaser; deliver to the Seller (to the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Purchaser, of (i) a resolution of the board of directors favour of the Purchaser authorising (or its entry into nominees) containing all the transactions contemplated by this Agreement; and, if relevant, Vendor’s bank contacts and settlement details; (iib) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Purchaser; execute and deliver those of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to it. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver give to the Purchaser (good title to the extent not already Sale Shares and to enable the Purchaser or its nominees to become the registered holders thereof (if necessary); and (c) a copy of the minutes of the board meeting or directors’ resolutions of the Vendor: (i) approving the execution of this Agreement and such other documents in connection therewith; (ii) approving the subscription of the Consideration Shares; (iii) authorising a director or directors or any person or persons named in such resolutions to follow up on, or participate in, the negotiation, finalisation of the terms, execution (including the affixation of common seal) of and giving effect to this Agreement and such other documents in connection therewith. 5.3 At the Completion, the Purchaser shall: (a) issue and allot to the Vendor the Consideration Shares for the Consideration in accordance with Clause 3.1 credited as fully paid and shall rank pari passu amongst themselves and all Listco Shares in issue at the Completion Date in all respects; (b) promptly procure its share registrars to register the Vendor (or its nominee) as member of the Purchaser, and cause:- (i) the share certificate(s) for the Consideration Shares to be delivered prior to Completion): the Assignment Documents duly executed depository for HKSCC Nominees Limited for immediate credit to such CCASS participants’ accounts or investor participants’ accounts as shall be notified by all the Relevant Third Parties other than Vendor to the Purchaser; or (ii) failing the notification as referred to in paragraph (i) above, the share certificate(s) to be delivered physically to the Vendor in respect of the Consideration Shares in the name(s) of the Vendor (or such Associate(s) as may be nominated by the Vendor), each in such denomination as shall be notified by the Vendor to the Purchaser or, failing such notification, one (1) share certificate to the Vendor in respect of all the Consideration Shares to be issued to the Vendor; and (c) deliver a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf the minutes of the Seller; a copy, certified as a true copy board meeting or directors’ resolutions of the Purchaser: (i) approving the execution of this Agreement and such other documents in full force and effect by connection therewith; (ii) authorising a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a or any person or persons named in such resolutions to sign follow up on, or participate in, the negotiation, finalisation of the terms, execution (including the affixation of common seal) of and giving effect to this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, in connection therewith. 5.4 Without prejudice to transfer the Interests any other remedies available to the Purchaser., if in any respect the provisions of Clause 5.2 are not complied with by the Vendor on the Completion Date, the Purchaser may: 4.2.3 Title (a) defer the Completion to a date not more than 28 days after the Completion Date (and so that the provisions of this Clause 5.4, apart from this sub- paragraph (a), shall apply to the Interests shall pass from the Seller Completion as so deferred); or (b) proceed to the Purchaser upon CompletionCompletion so far as practicable (without prejudice to its rights hereunder); or (c) rescind this Agreement.

Completion. 4.1 Completion under this Agreement 7.1 The sale and purchase of the Sale Shares shall take place be completed at the offices registered office of the Seller Vendor (or such other venue as the parties may otherwise agree) at a 11:00 a.m. (Hong Kong time) on the fourth Business Day after all the conditions set out in Clause 4.1 have either been fulfilled or waived in accordance with Clause 4 (or such other date and time as may be agreed by the Parties. 4.2 On ) (except the Completion Date conditions set out in Clauses 4.1(k) and (1) which shall be fulfilled simultaneously upon Completion) when all (but not part only) of the following business shall be will be, or will have been, transacted: 4.2.1 The Purchaser shall: pay to (a) the Seller, or pay in accordance with a direction from an Affiliate to an Affiliate, the Consideration as increased or decreased by the Working Capital Adjustment; Vendor shall deliver to the Seller Purchaser: (to the extent not already delivered prior to Completioni) a copy instrument of transfer in respect of the releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained Sale Shares duly executed by or on behalf of the Purchaser; Vendor in favour of the Purchaser or a wholly-owned subsidiary of the Purchaser (as the Purchaser may direct); (ii) the original share certificates for all the Sale Shares for cancellation; (iii) a certified true copy or certified extracts of the resolutions of the board of directors of the Vendor (and, if required under the laws of the British Virgin Islands, resolutions of sole shareholder or shareholders of the Vendor) approving this Agreement and the transactions contemplated herein; (iv) a certified true copy or certified extracts of the resolutions of the board of directors of the Company approving the transfer of the Sale Shares mentioned in Clause 7.1(a)(i) (subject to execution of the instrument of transfer by the transferee) and the issue of new certificates for the Sale Shares in the name of the transferee; (v) application by the Vendor (or such person as it may direct) to subscribe for the Consideration Shares; (vi) a counterpart of the Facility Agreement duly executed by the Guarantor; (vii) a certified true copy or certified extracts of the resolutions of the board of directors of the Guarantor approving this Agreement and the transactions contemplated herein; (viii) all such other documents as may reasonably be required to enable the Purchaser and/or its nominee to be registered as holder(s) of the Sale Shares; (b) the Purchaser shall: (i) execute (or procure a wholly-owned subsidiary of the Purchaser to execute) the instrument of transfer in respect of the Sale Shares; (ii) at or before 12:00 noon on the Business Day before the expected date of Completion, allot and issue (credited as fully paid) the Consideration Shares to such person or persons as the Vendor may direct (by way of a written notice issued by the Vendor and delivered to the Purchaser not later than 11:00 a.m. on the date which is one Business Day before the expected date of Completion), and procure that the name(s) of the person or persons (including, where appropriate, HKSCC Nominees Limited) so notified by the Vendor shall be entered in the register of members of the Purchaser accordingly (without payment of any registration fee); (iii) allot and issue (credited as fully paid) the Consideration Convertible Note to the Vendor (or another subsidiary of HWL as the Vendor may direct (by way of a written notice issued by the Vendor and delivered to the Purchaser at least one Business Day before the expected date of Completion)); (iv) deliver to the Seller Vendor: (A) a certified true copy of the approval from the Stock Exchange granting listing of and permission to deal in the extent Consideration Shares (if not already delivered prior to before Completion); (B) at or before 2:00 p.m. on the Business Day before the expected date of 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 resolutions 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 approving this Agreement and the Assignment Documents issue and allotment of the Consideration Shares to the Vendor (or as it may direct); (C) in accordance with the written directions of the Vendor (issued by the Vendor and to the Purchaser not later than 11.00 a.m. on behalf the date which is one Business Day before the expected date of Completion), (1) share certificates for such number of the Consideration Shares as so directed in the name of the Vendor (or as it may direct) and (2) share certificates for such number of the Consideration Shares as so directed in the name of HKSCC Nominees Limited to be delivered through the facilities of HKSCC for credit to such CCASS stock accounts pursuant to (v) below; (D) at or before 2:00 p.m. on the Business Day before the expected date of Completion, a copy of the Purchaser; execute and deliver those 's written instruction to its branch share registrars in Hong Kong to update the register of members to reflect the issue of the Assignment Documents to which it is a signatory; Consideration Shares, and perform such other actions and execute such other documents as may be required to transfer the Interests to it. 4.2.2 The Seller shall, after confirmation of receipt evidence that each of the amounts payable under Clause 4.2.1(a), deliver Vendor (or the person(s) nominated by it) and/or HKSCC Nominees Limited (if so directed by the Vendor pursuant to (C) above) has been registered as a shareholder of the Purchaser (as to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf such number of the Seller; a copy, certified Consideration Shares as a true copy and in full force and effect directed by a director or the legal manager of the Seller, of Vendor under (iC) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the Purchaser. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.above;

Completion. 4.1 5.1 Completion under this Agreement shall take place place, unless otherwise agreed in writing between the Parties, at the offices of Hammarskiöld & Co in Stockholm, Sweden before 10 a.m. five (5) Business Days from the Seller at a time agreed 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 the Partiesreason thereof. 4.2 On 5.2 At the Completion Date all but not part of the following business shall be transactedVendors shall: 4.2.1 The Purchaser shall: pay (i) in exchange for the payments to the Seller, or pay be made in accordance with a direction from an Affiliate Section 5.3 below, cause the transfer of all the Instruments (less those instruments held by Tradex AB) to an Affiliate, the Consideration as increased or decreased securities account designated by the Working Capital Adjustment; deliver Purchaser; (ii) cause the Directors to the Seller (to the extent not already delivered prior to Completion) a copy of the releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Purchaser; deliver to the Seller (to the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Purchaser, of (i) a resolution of resign from the board of directors of the Purchaser authorising its entry into the transactions contemplated by this Agreement; and, if relevant, Company and Tradex Converting; (iiiii) deliver a Power of Attorney authorising legal opinion from a person or persons reputable Dutch law firm confirming EQT BV’s legal status and authority to sign this Agreement and the Assignment Documents on behalf of the Purchaser; execute Escrow Account and Pledge Agreement; (iv) deliver those of the Assignment Documents to which it is a signatory; and perform such other actions and execute such all other documents as may be required to transfer the Interests to it. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver be delivered to the Purchaser (under this Agreement to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into complete the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement hereby and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other further documents as the Purchaser may reasonably requirerequire 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 pay the Preliminary Purchase Price and the Estimated Net Worth Adjustment as follows: (i) make payment in cash of the 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 Escrow Bank, substantially in the form set out in Exhibit 5.3 (i); (ii) make a cash deposit of the Estimated Net Worth Adjustment to the Escrow Account; and (iii) pay to EQT BV, as representative of all the Vendors, 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 Interests Purchaser not later than five (5) Business Days prior to the Completion Date. 5.4 At the Completion Date, the Purchaser shall refinance or pay off the Bank Debt. 5.5 At the Completion Date, the Vendors shall cause a shareholders meeting and a board meeting to be held by the Company and the Group Companies allowing the Purchaser to appoint new directors and deputy directors and to appoint company signatories. The Purchaser shall prepare the minutes of said meetings as well as the necessary ancillary documentation, and the Purchaser shall procure that the documentation, immediately following said meetings, is submitted to and received by the 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 Purchaser. 4.2.3 Title 5.6 At the next annual general meeting of 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 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 recommend against such discharges. 5.7 Should the Vendors fail to effect the registration of 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 Interests value of the 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, then the Purchaser shall pass from immediately release and pay to the Seller Vendors the part of the Purchase Price withheld in respect of that Incomplete Instrument. 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 upon Completionand 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 the securities account as provided for in Section 5.2 (i) above, the Purchaser shall have the right to rescind this Agreement.

Completion. 4.1 Completion under this Agreement shall take place at on the offices date of this Agreement (or such other date as the Seller at a time agreed by the Partiesparties hereto may agree in writing). 4.2 On At Completion, the Completion Date all but not part Vendor A shall deliver or cause to be delivered to the Purchaser: (a) instrument(s) of transfer in respect of the following business transfer of the Vendor A Sale Shares duly executed by the Vendor A in favour of the Purchaser; (b) original share certificate(s) in respect of the Vendor A Sale Shares; and (c) an application letter duly signed by the Vendor A applying for the Vendor A Consideration Shares. At Completion, the Vendor B shall deliver or cause to be delivered to the Purchaser: (a) instrument(s) of transfer in respect of the transfer of the Vendor B Sale Shares duly executed by the Vendor B in favour of the Purchaser; (b) original share certificate(s) in respect of the Vendor B Sale Shares; and (c) an application letter duly signed by the Vendor B applying for the Vendor B Consideration Shares. 4.3 The Vendors shall procure a meeting of the board of directors of the Company to be held at which resolutions shall be transactedpassed for the approval for the transfer of the Sale Shares to the Purchaser and/or its nominee(s) and the registration of such transfer, subject to the relevant instrument(s) of transfer being produced for registration. 4.4 At Completion, the Purchaser shall: 4.2.1 The Purchaser shall: pay to (a) produce instrument(s) of transfer in respect of the Seller, or pay in accordance with a direction from an Affiliate to an Affiliate, the Consideration as increased or decreased Sale Shares duly executed by the Working Capital Adjustment; Purchaser; (b) deliver to the Seller (to the extent not already delivered prior to Completion) a copy of the releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Purchaser; deliver to the Seller (to the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Purchaser, of (i) a resolution minutes of the board of directors of the Purchaser authorising its entry into certified by a director of the transactions contemplated by this Agreement; and, if relevant, (ii) a Power Purchaser approving the allotment and issue of Attorney authorising a person or persons the Consideration Shares to sign this Agreement the Vendors as fully paid and the Assignment Documents on behalf registration of the Purchaser; execute and deliver those respective names of each 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 Vendors in the Interests to it. 4.2.2 The Seller shall, after confirmation register of receipt members of the amounts payable under Clause 4.2.1(a), Purchaser as the relevant registered holder of the Consideration Shares; (c) deliver to the Purchaser Vendor A share certificate(s) in respect of the Vendor A Consideration Shares; (d) deliver 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 Vendor B share certificate(s) in Clause 2.2 and obtained by or on behalf respect of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this AgreementVendor B Consideration Shares; and, if relevant, (iie) a Power deliver to the Vendors the updated register of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf members of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the Purchaser. 4.2.3 Title to 4.5 At Completion, the Interests shall pass from the Seller to Vendors and the Purchaser shall enter into a shareholders’ agreement in such form to be agreed by the Vendors and the Purchaser, which shall be terminated upon Completionlisting of the Purchaser and/or its holding company.

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

Completion. 4.1 5.1 Completion shall take place at 2 p.m. Central European Time on the Completion Date at the offices of De Brauw Blackstone Westbroek N.V. at ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ or at such other time and place as the parties may agree. 5.2 At or immediately prior to Completion, the Sellers shall do those things listed in Part A (Sellers’ Obligations) and Part C (Joint Obligations) of Schedule 2 (Completion Arrangements) and the Purchaser shall do those things listed in Part B (Purchaser’s Obligations) and Part C (Joint Obligations) of Schedule 2 (Completion Arrangements). Completion shall take place in accordance with Part D (General) of Schedule 2 (Completion Arrangements). 5.3 Neither the Purchaser nor the Sellers shall be obliged to complete the sale and purchase of any of the Shares or the CP Shares unless the sale and purchase of all of the Shares and the CP Shares is completed simultaneously. 5.4 If the respective obligations of the Sellers and the Purchaser under sub-clause 5.2 and Schedule 2 (Completion Arrangements) are not complied with on the Completion Date, the Purchaser or, as the case may be, the Sellers may: (A) defer Completion (so that the provisions of this clause 5 shall apply to Completion as so deferred); (B) proceed to Completion so far as practicable (without limiting its rights under this Agreement); or (C) terminate this Agreement by notice in writing to the Sellers or, as the case may be, the Purchaser. 5.5 In the event of the termination of this Agreement under sub-clause 5.4, and without limiting any rights to claim for damages, the obligations of the parties under this Agreement shall take place at end (except for the offices provisions of clauses and sub-clauses 1, 5.9, 13, 14, 16 and 18 to 28 (inclusive), which shall survive any termination of this Agreement) but (for the avoidance of doubt) all rights, obligations and liabilities of the Seller at a time agreed by the Partiesparties which have accrued before termination shall continue to exist. 4.2 On 5.6 The parties hereby instruct the Notary De Brauw and the Notary Houthoff to take such steps as are set out in Schedule 2 (Completion Date all but not part of the following business shall be transacted:Arrangements), paragraphs 7 and 8. 4.2.1 The Purchaser shall: pay to the Seller, 5.7 Payment or pay in accordance with a direction from an Affiliate to an Affiliate, the Consideration as increased or decreased by the Working Capital Adjustment; deliver to the Seller (to the extent not already delivered prior to Completion) a copy of the releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained satisfaction by or on behalf of the Purchaser; deliver to Purchaser (and receipt by the Seller Sellers) of the Consideration in accordance with sub-clause 4.1 shall constitute payment of the full consideration for the Shares and the CP Shares and shall discharge the obligations of the Purchaser under clause 2 (to Sale and purchase). For the extent not already delivered prior to avoidance of doubt, nothing in this sub-clause 5.7 shall prejudice any rights or obligations under the Loan Note Instrument. 5.8 Within five Business Days following Completion) a copy, certified as a true copy and the parties shall (and, in full force and effect by a director or the legal manager case of the Purchaser, of shall procure that the Company shall) send a letter to the relevant arbitral tribunal requesting the Noednett Consent Award to be given (i) a resolution of the board of directors of the Purchaser authorising its entry into the transactions contemplated by this Agreement; and, if relevantfor the avoidance of doubt, (ii) a Power of Attorney authorising a person or persons append to sign this Agreement and the Assignment Documents on behalf of the Purchaser; execute and deliver those of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to it. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; that letter a copy of other releasesthe Noednett Consent Award for signature by the relevant arbitrators). 5.9 For the avoidance of doubt, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf the event of the Seller; a copytermination of this Agreement under sub-clause 3.7 or sub-clause 5.4, certified the Noednett Claim will continue on the same basis as a true copy and in full force and effect by a director or prior to the legal manager execution of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the Purchaser. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

Completion. 4.1 Completion under 5.01 Subject to this Agreement becoming unconditional in all respects, Completion shall take place at 15th Floor, Hang Seng Building, 77 Des Voeux Road Central, Hong Kong on the offices of the Seller at a time Completion Dat▇ ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇ mutually agreed by the Partiesparties, time in either case being of the essence. 4.2 On 5.02 The Seller and the Completion Date all but not part of the following business shall be transacted: 4.2.1 The Purchaser shall: pay Company represent and warrant to the Seller, or pay in accordance with a direction from an Affiliate to an Affiliate, the Consideration as increased or decreased by the Working Capital Adjustment; deliver to the Seller (to the extent not already delivered prior to Completion) a copy of the releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Purchaser; deliver to the Seller (to the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Purchaser, of Purchaser that (i) a resolution of the board of directors of Seller and the Purchaser authorising its entry Company have the power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement; and, if relevanthereby, (ii) a Power of Attorney authorising a person or persons to sign this Agreement has been duly executed and delivered by each of the Seller and the Assignment Documents on behalf Company and constitutes a legal, valid and binding obligation of each of the Purchaser; Seller and the Company, enforceable in accordance with its terms, (iii) the Seller has good and marketable title to the Transaction Shares, free of liens, charges and encumbrances, (iv) the shareholders of the Company have approved, at a duly called and held shareholders' meeting, all actions and documents necessary and convenient to the completion of the transactions described herein, including but not limited to the execution and delivery of a Shareholders' Agreement substantially in the form attached hereto as Schedule 5 and (v) the Board of Directors of the Company has resolved and approved, at a duly called and held meeting of the Company's Board of Directors, all actions and documents necessary and convenient the completion of the transactions described herein and to enter the name(s) of the Purchaser and/or its nominee(s) in the register of members of the Company as holders of the Transaction Shares and to execute and deliver those the Shareholders' Agreement substantially in the form attached hereto as Schedule 5. 5.03 At Completion, the Seller shall:- deliver or cause to be delivered to the Purchaser:- (i) an instrument of transfer in respect of the Assignment Documents to which it is a signatory; and perform such other actions and execute Transaction Shares duly signed by the Seller as transferor; (ii) original share certificate in respect of 12,073,999 Shares in the name of the Seller; (iii) such other documents as may be required to transfer give the Interests to it. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver Purchaser or its nominee(s) good title to the Transaction Shares free from all liens, charges, equities, encumbrances and third party rights of any nature and to enable the Purchaser or its nominee(s) to become the registered holders thereof; (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; iv) a copy, certified as a true copy and in full force and effect complete by a director or the legal manager of the SellerCompany, of (i) a resolution the minutes of the shareholders' meeting and the board of directors meeting of the Seller authorising its entry into Company referred to in Clause 5.02 above; (v) the transactions contemplated by this Agreement; andLand Grant Contract and Title Certificate and other title documents and approvals to the Land, if relevantshowing title to the Land to be in the Company, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents for safekeeping on behalf of the Company; (vi) the Deed of Indemnity duly executed by the Seller; and perform such other actions and execute such other documents and (vii) a fully executed Shareholders' Agreement substantially in the form attached hereto as Schedule 5. 5.04 At Completion, the Purchaser may reasonably require, shall:- (a) allot and issue to transfer the Interests Seller the Consideration Shares of the Purchaser in satisfaction of the consideration as stipulated under Clause 3 and deliver to the Seller share certificates in respect thereof; (b) deliver to the Seller a signature page to the Deed of Indemnity duly executed by the Purchaser. 4.2.3 Title 5.05 Nothing provided for in Clause 5.03 above to occur at the Completion shall be deemed to have occurred until all provided herein to occur at the Completion shall have occurred and when all such have occurred, all shall be deemed to have occurred simultaneously. 5.06 Without prejudice to any other remedies available to the Interests shall pass from Purchaser, if in any respect the Seller to provisions of Clause 5.02 and Clause 5.03 are not complied with (other than as a result of the wilful default of the Purchaser) by the Company on the Completion Date, the Purchaser upon Completionmay:- 5.06.1 defer Completion to a date not more than 28 days after the Completion Date (and so that the provisions of Clause 5.03, Clause 5.04 and Clause 5.05) shall apply to Completion as so deferred); or 5.06.2 proceed to Completion so far as practicable (without prejudice to its rights hereunder); or 5.06.3 rescind this Agreement.

Completion. 4.1 7.1 The sales and purchases referred to in Clauses 2 and 3 shall be conditional on: (a) the issue by the Issuer of the Notes and the drawing by the Issuer under the Subordinated Loan Agreement of the amounts referred to in clause 2.2 of the Subordinated Loan Agreement on the Closing Date; (b) the Relevant Documents having been executed and delivered by the parties thereto on or before the Closing Date; (c) the delivery by the Issuer, the Seller and the Warehouser of a solvency certificate dated the date of such purchase in or substantially in the form set out in Schedule 6, signed by an authorised officer of the relevant company; and (1) in the case of the sale and purchase of the Original Mortgages, the delivery of the Warehouse Original Release, and (2) in the case of the sale and purchase of Additional Mortgages, if applicable, the delivery of a Warehouse Further Release relating to those Additional Mortgages. Completion under this Agreement of the purchase of the Original Mortgages shall take place on the Closing Date immediately upon satisfaction of conditions (a), (b), (c) and (d)(1) referred to in this Clause 7.1, when the steps listed in Clause 7.2 shall take place, each of which shall be deemed to take place simultaneously and simultaneously with the satisfaction of conditions (a), (b), (c) and (d)(1) referred to in this Clause 7.1, immediately following which the steps listed in Clauses 7.5, 7.6 and 7.7 shall take place, each of which shall be deemed to take place simultaneously and payment shall be made in accordance with Clause 7.8. 7.2 On the Closing Date, the Warehouser shall deliver to the Seller: (a) paper copies of the title deeds to the Properties in respect of the Original Mortgages; (b) electronic copies of the Original Mortgages registered at the Land Registry of England and Wales; (c) its files relating to each of the Original Mortgages; and (d) one copy of the Annexure to this Agreement, signed by the parties hereto for the purposes of identification, and each of the Warehouser and the Administrator shall deliver the Warehouse Original Release (as appropriate to effect a release of any security interest over the legal and beneficial interests therein). The items referred to in (a), (b), (c) and (d) above shall be delivered on the Closing Date to the offices of the Administrator in Solihull and the Warehouser shall confirm to the Seller in an agreed form of letter that following the Closing Date such items will be held by the Warehouser to the order of the Seller and the Seller agrees that compliance with this provision shall constitute good delivery of the relevant documents for the purposes of this Clause. 7.3 On each Further Purchase Date, if applicable, the Warehouser shall deliver to the Seller: (a) paper copies of the title deeds to the Properties in respect of the relevant Additional Mortgages; (b) electronic copies of the Additional Mortgages registered at the Land Registry of England and Wales; (c) its files relating to each of the relevant Additional Mortgages; and (d) one copy of each of the Additional Mortgage Requests delivered pursuant to Clause 2.2, and each of the Warehouser and the Seller shall deliver a Warehouse Further Release (as appropriate to effect a release of any security interest over the legal and beneficial interests therein). 7.4 The items referred to in (a), (b), (c) and (d) in Clause 7.3 above shall be delivered on each further Purchase Date at the offices of the Seller at a time agreed by Administrator in Solihull or the Parties. 4.2 On the Completion Date all but not part of the following business Warehouser shall be transacted: 4.2.1 The Purchaser shall: pay to the Seller, or pay in accordance with a direction from an Affiliate to an Affiliate, the Consideration as increased or decreased by the Working Capital Adjustment; deliver confirm to the Seller (in an agreed form of letter that following such Further Purchase Date such items will be held by the Warehouser to the extent not already delivered prior to Completion) a copy order of the releasesSeller and the Seller agrees that compliance with this provision shall constitute good delivery of the relevant documents for the purposes of this Clause. 7.5 On each Purchase Date, consents, approvals, confirmations or waiverssubject to the Warehouser having performed its obligations under Clause 7.2 in the case of the Original Mortgages and Clause 7.3 in the case of the Additional Mortgages, if any, as the case may be, the Seller shall procure the payment of the Warehouser Consideration payable to the Warehouser in accordance with Clause 5.1 for value on the relevant Purchase Date. 7.6 On each Purchase Date, the Seller shall deliver or procure that there are delivered to the Issuer: (a) in the case of the Closing Date only, a duly executed power (in duplicate) in the form of the Power of Attorney; (b) in the case of the Closing Date only, a certified copy of each of the relevant Insurance Contracts set out in Schedule 1 and in the case of a Further Purchase Date, a certificate stating that there has been no material change to the Insurance Contracts set out in Schedule 1 (or if there has been a material change, a certified copy of the relevant Insurance Contract); (c) the documents referred to in Clause 2.2 7.2 or Clause 7.3 on the relevant Purchase Date as the case may be, and obtained by or on behalf of the Purchaser; deliver to the Seller shall deliver the relevant Warehouse Release (as appropriate to the extent not already delivered prior to Completion) effect a copy, certified as a true copy and in full force and effect by a director or release of any security interest over the legal manager of the Purchaser, of (i) a resolution of the board of directors of the Purchaser authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Purchaser; execute and deliver those of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to it. 4.2.2 beneficial interests therein). The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, items referred to in Clause 2.2 Clauses 7.2 and obtained by or 7.3, items (a), (b) and (c) (in each case) shall be delivered on behalf the relevant Purchase Date at the offices of the Seller; a copyAdministrator in Solihull, certified as a true copy and in full force and effect by a director or the legal manager Seller shall confirm to the Issuer and the Trustee in an agreed form of letter that as of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated relevant Purchase Date such items will be held by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the Purchaser. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completionorder of the Trustee. The Issuer agrees that compliance with this provision shall constitute good delivery of the relevant documents to the Issuer for the purposes of this Clause. 7.7 In the case of the Closing Date only, the Issuer shall deliver, or procure that there are delivered, to the Administrator, powers of attorney duly executed by the Issuer and the Trustee in accordance with clause 10.1 of the Administration Agreement. 7.8 On the relevant Purchase Date, subject to each of the Warehouser and Seller having satisfied and performed their respective obligations herein, the Issuer shall satisfy and discharge the Issuer Initial Consideration payable under Clause 5.

Completion. 4.1 5.1 Completion under this Agreement shall take place at the offices PRC office of the Seller Vendor situated at a time agreed by 3rd floor, 710 Chang Ping Road, Shanghai, China (or at such other pla▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ may agree) when all the Partiesacts and requirements set out in this Clause 5 shall be complied with. 4.2 5.2 On Completion, Vendor shall deliver or procure the Completion Date delivery to the Purchaser of all but not part the following: (a) copies, certified as true and complete by a director/ legal representative of the following business Company and its relevant subsidiaries, of resolutions of the shareholders /board of directors meeting approving the matters (b) in respect of the Company: (i) all constitutional documents, statutory records and minute books (which shall be transactedwritten up to date as at Completion); (ii) all other papers, correspondence and documents relating to the Group which are in the possession of or under the control of any of the Vendor; provided that, if the Purchaser so agrees, delivery of all documents and records as referred to in this Clause 5.2(b) shall be deemed to have been effected where they are situated in premises and shall continue to be in the sole occupation of the relevant member of the Company following Completion or otherwise in the custody of persons who shall remain officers and/or employees of such member of the Company following Completion; 5.3 If the Vendor shall fail to do anything required to be done by them without prejudice to any other right or remedy available to the Purchaser, the Purchaser may: 4.2.1 The Purchaser shall: pay (a) defer Completion to a day not later than 14 days after the date fixed for Completion (and so that the provisions of this paragraph (a) shall apply to Completion as so deferred); or (b) proceed to Completion so far as practicable but without prejudice to the Seller, or pay in accordance with a direction from an Affiliate to an Affiliate, the Consideration as increased or decreased by the Working Capital Adjustment; deliver to the Seller (Purchaser's rights to the extent that the Vendors shall not already delivered prior to Completionhave complied with their obligations hereunder; or (c) 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 rescind this Agreement and the Assignment Documents without liability on behalf of the Purchaser; execute and deliver those of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to itits part. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the Purchaser. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

Completion. 4.1 6.1 Completion under this Agreement shall take place at the head offices of the Seller Company in Istanbul, Turkey at a time agreed by 11:00 a.m. on the PartiesCompletion Date. 4.2 On 6.2 At Completion the Completion Date all but not part of the following business Seller shall be transacted: 4.2.1 The Purchaser shall: pay do those things listed in Part A (Transfer obligations), in so far as applicable to the Seller, or pay and in Part B (Seller’s obligations) of Schedule 2 (Completion arrangements) and the Purchaser shall do those things listed in Part A (Transfer obligations), in so far as applicable to the Purchaser, and Part C (Purchaser’s obligations) of Schedule 2 (Completion arrangements). Completion shall take place in accordance with a direction Part D (General) of Schedule 2 (Completion arrangements). 6.3 Neither the Purchaser nor the Seller shall be obliged to complete the sale and purchase of the Shares unless the sale and purchase of all the Shares under this Agreement and the Sahenk Family Shares under the Sahenk Family SPA are completed simultaneously. 6.4 With effect from an Affiliate to an AffiliateCompletion, the Consideration as increased or decreased by the Working Capital Adjustment; deliver to the Seller (to the extent not already delivered prior to Completion) a copy of the releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Purchaser; deliver to the Seller (to the extent not already delivered prior to Completion) a copy, certified as a true copy and in Restated Shareholders’ Agreement shall come into full force and effect by a director or and replace the legal manager Shareholders’ Agreement. 6.5 If the respective obligations of the Purchaser, Seller and/or the Purchaser under sub-clause 6.2 and Schedule 2 (Completion arrangements) are not complied with on the Completion Date the non-defaulting party may: (A) defer Completion (so that the provisions of this Clause 6 (iCompletion) a resolution shall apply to Completion as so deferred); or (B) proceed to Completion as far as practicable (without limiting its rights under this Agreement); or (C) terminate this Agreement by notice in writing to the other party. 6.6 If this Agreement is terminated in accordance with sub-clause 6.5 (and without limiting any Party’s right to claim damages from the other in respect thereof): (A) all obligations of the board Parties shall end (except for the provisions of directors Clauses 16 (Announcements) and 17 (Confidentiality)) but (for the avoidance of doubt) all rights and liabilities of the Parties which have accrued before termination shall continue to exist; (B) in circumstances in which the termination has resulted solely from the Purchaser’s failure to fulfil its obligations under sub-clauses 6.2 and Schedule 2 (Completion arrangements), the Purchaser authorising its entry into will indemnify the transactions contemplated Seller on demand on an after-Tax basis for all costs and expenses reasonably incurred by this Agreementthe Seller; and, if relevant, (iiC) a Power of Attorney authorising a person or persons to sign this Agreement and in circumstances in which the Assignment Documents on behalf termination has resulted solely from the failure of the Seller to fulfil its obligations under sub-clause 6.2 and Schedule 2 (Completion arrangements), the Seller will indemnify the Purchaser on demand on an after-Tax basis for all costs and expenses reasonably incurred by the Purchaser; execute and deliver those . 6.7 Following the Completion, the Purchaser shall make (or procure the Company to make) any notifications of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents transfer of the Shares as may be required to transfer the Interests to it. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations law or waivers, if any, referred to in Clause 2.2 regulation and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform shall provide such other actions and execute such other documents assistance as the Purchaser may reasonably require, to transfer the Interests to the Purchaserrequire in making such notifications. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

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

Completion. 4.1 Time and place of Completion under this Agreement shall Completion will take place at the offices of the Seller at a time agreed by the Parties. 4.2 On 3pm on the Completion Date all but not part in Hong Kong or any other time and place agreed between the Seller and the Buyer. Share Sale Agreement 9 4.2 Seller’s obligations On Completion, the Seller will give to the Buyer: (a) (transfers and Share certificates) duly executed transfers in favour of the following business shall be transacted:Buyer (or as it may direct) of all the Shares, the share certificates for the Shares and any consents which the Buyer reasonably requires to obtain registration of those transfers; 4.2.1 The Purchaser shall: pay (b) (Records and common seal) the Records and the common seal (if any) of the Company, except that if the Seller is legally required to retain any of the documents, the Seller may deliver copies of those documents to the Seller, or pay in accordance with a direction from an Affiliate to an Affiliate, Buyer; (c) (resignations) written resignations of the Consideration as increased or decreased by Retiring Directors; and (d) (directors resolution of the Working Capital Adjustment; deliver to the Seller (to the extent not already delivered prior to CompletionCompany) a certified copy of the releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Purchaser; deliver to the Seller (to the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Purchaser, of (i) a resolution of the board Board resolving that: (i) subject to the payment of directors stamp duty, if applicable, the transfer of the Purchaser authorising its entry into the transactions contemplated by this AgreementShares will be registered; and, if relevant, (ii) a Power subject to the Memorandum and Articles and subject to them consenting to act, each of Attorney authorising a person or persons the Incoming Directors be appointed to sign this Agreement the Board, and the Assignment Documents on behalf resignation of the PurchaserRetiring Directors from the Board be accepted, all with effect from Completion, but so that a properly constituted Board is in existence at all times. 4.3 Buyer’s obligations On Completion the Buyer must: (a) (pay) pay the Seller in accordance with clauses ‎5.1 (“Payment on Completion”) and 5.2 (“Method of payment”); (b) (consent to act) deliver executed consents to act by the Incoming Directors; execute and deliver those and (c) (Conditions Precedent) evidence that the Conditions Precedent set out in clause ‎3.1(a) (“Conditions Precedent”) have been satisfied. 4.4 Simultaneous actions at Completion In respect of Completion: (a) the obligations of the Assignment Documents parties under this agreement are interdependent; and (b) unless otherwise stated, all actions required to be performed by a party at Completion are taken to have occurred simultaneously on the Completion Date. 4.5 Post-Completion notices Each party will immediately give to the other party all payments, notices, correspondence, information or enquiries in relation to the Company which it is a signatory; receives after Completion and perform such which belong to the other actions and execute such other documents as may be required to transfer the Interests to it. 4.2.2 The Seller shall, after confirmation of receipt party. Share Sale Agreement 10 5 Payment of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the Purchaser. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.Purchase Price

Completion. 4.1 4.1. Completion under this Agreement shall take place at within 3 (three) Business Days from the offices of date on which the Seller at a time agreed by the Parties. 4.2 On the Completion Date all but not part of the following business shall be transacted: 4.2.1 The Purchaser shall: pay Conditions Precedent are completed to the Seller, or pay in accordance with a direction from an Affiliate to an Affiliate, the Consideration as increased or decreased by the Working Capital Adjustment; deliver to the Seller (to the extent not already delivered prior to Completion) a copy of the releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Purchaser; deliver to the Seller (to the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director or the legal manager satisfaction 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 date as may be required mutually agreed between the Parties in writing (“Completion Date”) but not later than the Long Stop Date. On the Completion Date, the events set out in Clause 4.2 shall take place in the sequence set out below, each one conditional upon the other and not to transfer be treated as mutually exclusive, for the Interests to it. 4.2.2 The Seller shall, after confirmation of receipt completion of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf transfer of the Seller; a copy, certified as a true copy and in full force and effect relevant Sale Shares by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the Purchaser. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser (“Completion”) Purchaser. It is clarified that Completion shall not be considered to be consummated, unless all the transactions set out under Clause 4.2 are consummated in accordance with the terms set out therein. 4.2. On the Completion Date: 4.2.1. The Seller shall deliver to the Purchasers, a copy of the signed irrevocable and unconditional delivery instruction slips instructing the depository participant to debit the Sale Shares held by the Seller from its Seller’s Demat Account and to credit the relevant Sale Shares to the Purchasers’ Demat Account. 4.2.2. Upon receipt of the delivery instruction slip referred to in Clause 4.2.1, the Purchaser shall issue instructions to its respective banker to remit by wire transfer, relevant amounts equal to the Sale Consideration to be apportioned to the Seller’s Bank Account, and cause its banker to issue the UTR evidencing remittance of such amount to Seller’s Bank Account, and shall provide a copy of such instruction and UTR to the Seller. 4.2.3. Immediately upon Completionreceipt of the UTR referred to in Clause 4.2.2, the Seller shall deliver to its depository participant duly signed, irrevocable and unconditional delivery instruction slips instructing them to debit the Sale Shares held by it from Seller’s Demat Account and to credit the Sale Shares to the Purchaser’s Demat Account and shall provide the Purchaser with a copy of the irrevocable delivery instructions slip along with a copy of the acknowledgement provided by the depository participant in connection with receipt of such signed delivery instruction slip. 4.3. In the event that the Completion does not occur, or the Seller is unable to undertake the actions set out in Clause 4.2 in the manner and within the time envisaged in this Agreement or the Seller becomes aware of a fact or circumstance that is reasonably likely to prevent any of the actions set out in Clause 4.2.1 from being satisfied on the Completion Date, then, without prejudice to the rights of the Purchaser under this Agreement or under Applicable Law, the Seller shall promptly inform the Purchaser of the matter and, the Seller shall, at the Purchaser’s sole option either (a) perform his obligations under Clause 4.2.1 and transfer the relevant Sale Shares to the Purchaser, or (b) immediately refund to the Purchaser, the entire Sale Consideration paid by the Purchaser to the Seller. 4.4. The Seller undertakes to file their income-tax return in accordance with Income Tax Act, which shall include complete disclosure of this Transaction and shall remain a resident of India for the purposes of the Income Tax Act and the FEMA Regulations till the end of the financial year in which the Completion occurs. 4.5. The Purchaser shall extend full assistance to the Seller as required to ensure the valid transfer of the Sale Shares to the Purchaser, including, but not limited, providing all necessary documents required for the purposes of an effective transfer of the Sale Shares.

Completion. 4.1 Completion under 3.1 Consummation of the transactions contemplated in this Agreement ("Completion") shall take place at 5.00 p.m. (London time) at the offices of Baker & McKenzie in London on the Completion Date. 3.2 Subje▇▇ ▇▇ th▇ ▇▇▇▇▇ and conditions of this Agreement, at Completion: (a) the Seller at a time agreed by shall: (i) deliver to the Parties. 4.2 On Buyer originals or duly certified copies (as the Completion Date all but not part case may be) of the following business documents and other evidence set out in section 1 of Part 3 of Schedule 1, all in form and substance satisfactory to the Buyer; (ii) procure that Shell Capital Services Limited shall be transactednotify the KKM Registrar of the termination of the KKM Pledge Agreement and instruct the KKM Registrar (with a copy of such instruction to the Buyer) to release the KKM Secured Shares forthwith; and (iii) execute and deliver to the Buyer three copies of the Transfer Certificate; (b) the Buyer shall: 4.2.1 The Purchaser shall: pay to the Seller, or pay in accordance with a direction from an Affiliate to an Affiliate, the Consideration as increased or decreased by the Working Capital Adjustment; (i) deliver to the Seller originals or duly certified copies of the documents set out in section 2 of Part 3 of Schedule 1; (ii) promptly upon receipt, itself execute each Transfer Certificate delivered to it by the Seller and deliver the same to the extent not already delivered prior to CompletionFacility Agent; and (iii) a copy of pay 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 Consideration to the Seller on the Completion Date in Dollars in immediately available funds, such payment to be increased (if necessary) to the extent not already delivered prior amount which, after any deduction or withholding for or on account of any tax, is equal to Completion) a copy, certified as a true copy and in the full force and effect by a director or the legal manager amount of the Purchaser, Consideration which the Seller would have received had no such deduction or withholding been required from or in respect of (i) a resolution such payment. 3.3 If any of the board provisions of directors of Clause 3.2 have not been complied with or satisfied on the Purchaser authorising its entry into Completion Date, the transactions contemplated by this Agreement; and, if relevant, parties may agree to: (iia) a Power of Attorney authorising a person or persons defer Completion and to sign this Agreement and extend the Assignment Documents on behalf of the Purchaser; execute and deliver those of the Assignment Documents Completion Date to which it is a signatory; and perform such other actions and execute such other documents date as may be required agreed (and so that the provisions of Clauses 3.2 and 3.3 shall apply to transfer the Interests to it.Completion as so deferred); or 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 b) terminate and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by cancel this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the Purchaser. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

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

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

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

Completion. 4.1 Completion under this Agreement shall take place at the offices of the Seller at a time Vendor’s Solicitors (or any other location agreed upon in writing by the PartiesVendor and the Purchaser) on the Completion Date, when: (a) the Purchaser shall deliver or cause to be delivered to the Vendor the items listed in Part 2 of Schedule 2; (b) the Purchaser shall procure the delivery to the Vendor’s Solicitors, for the account of the Vendor, of an electronic transfer for the amount of the Initial Consideration; and (c) the Vendor shall deliver or cause to be delivered to the Purchaser the items listed in Part 1 of Schedule 2 . 4.2 On The Vendor hereby confirms that the Completion Date all but not part Vendor’s Solicitors are irrevocably authorised by the Vendor to receive payment of the following business Initial Consideration and the receipt by the Vendor’s Solicitors shall be transacteda sufficient discharge for the Purchaser of its obligations under clauses 3.1 and 3.10 and the Purchaser shall not be concerned to see to the application thereof or be responsible for the loss or misapplication of such Initial Consideration. 4.3 The Vendor warrants to the Purchaser as at the date of this Agreement that: 4.2.1 (a) the Company and each Subsidiary has no liability (whether actual or contingent) and shall have been released from any obligations under any loan, facility, overdraft or other financing agreements or arrangements in the nature of bank financing (or other professional or third party lending) or under any security agreements or security arrangements in connection with bank financing (or other professional lending). For the purposes of this clause 4.3(a), the following shall not constitute bank financing(or other professional or third party lending): (i) normal trade credit incurred in the ordinary course of business or trading and provided by a supplier in connection with any goods and/or services provided by any supplier to any member of the Group; and/or (ii) any borrowing (whether by finance or operating lease, hire purchase contract or similar) in relation to or otherwise in connection with the ordinary course of trading or business (including, without limitation, in connection with office equipment, vehicles or plant and machinery); and/or (iii) any borrowing of any nature between any Group Company; (b) the Cash Amount was at least £119,315.68; and (c) the provision in the UK Subsidiary Accounts for USD$72,000 represents the full liability of the UK Subsidiary in respect of any contractual payments owed to Daimler Trucks North America LLC, ▇▇▇▇▇▇▇▇▇ Company Inc or Indiana Rotomolding Inc in relation to recovery and replacement costs in connection with the supply of faulty M and M valves attached to SCR sensors from the UK Subsidiary tank suppliers, Donaldson and Indiana Rotomolding, to Daimler Trucks North America LLC during the period prior to the date of this Agreement. 4.4 The Vendor and the Purchaser agree that: (a) the provisions of paragraphs 2, 3 and 4 of Schedule 6 shall apply, on the terms set out in those paragraphs, to each of the warranties set out in clause 4.3 and 6.9(e), which shall apply mutatis mutandis; (b) the provisions of paragraph 11 of Schedule 6 shall apply, mutatis mutandis, to the warranties set out in clauses 4.3and 6.9(e); (c) the provisions of paragraphs 1 and 6 of Schedule 6 shall apply to the warranties set out in clauses 4.3 and 6.9(e), mutatis mutandis, save that paragraph 1.5 of Schedule 6 shall not apply to the warranty set out in clause 4.3(b); and (d) the Vendor shall: , on demand (subject always to clauses 4.4(a) to (c) inclusive), pay to the SellerPurchaser the following amounts in respect of a Cash Claim, or pay DTNA Claim, and/or Indebtedness Claim (as the case may be) and the Purchaser agrees that its recourse shall only be on the basis set out in accordance with this clause 4.4(d) and it shall not be entitled to make a direction from claim against the Vendor for breach of any of the warranties set out in clause 4.3 on any other basis: (i) in respect of a Cash Claim, an Affiliate to an Affiliate, the Consideration as increased or decreased by the Working Capital Adjustment; deliver amount equal to the Seller difference between the Cash Amount and £119,315.68; (ii) in respect of a DTNA Claim, an amount equal to the recovery and replacement costs paid to Daimler Trucks North America LLC, ▇▇▇▇▇▇▇▇▇ Company Inc or Indiana Rotomolding Inc by any Group Company, in relation to the subject matter of clause 4.3(c), but only to the extent not already delivered prior that the aggregate of all such costs exceeds USD$72,000, and then only the excess. For the purposes of this clause 4.4(d)(ii), in the event that the UK Subsidiary provides Daimler Trucks North America LLC, ▇▇▇▇▇▇▇▇▇ Company Inc or Indiana Rotomolding Inc with a replacement product, instead of making a cash payment as aforesaid, then an amount equal to Completionthe lower of: (A) a copy the cost of the releasesproduct to the UK Subsidiary, consents, approvals, confirmations which shall for these purposes be limited to the reasonable cost paid by the UK Subsidiary to any third party supplier in relation to the replacement product supplied by such third party or waivers, if any, referred the reasonable cost of materials acquired by the UK Subsidiary to allow the UK Subsidiary to manufacture the product together with the UK Subsidiary’s direct cost of labour in Clause 2.2 and obtained by or on behalf respect of the Purchasermanufacture of the replacement product by the UK Subsidiary and, in each case, together with all inbound and outbound shipping costs reasonably incurred by the UK Subsidiary in respect of the recovery and replacement of the product; deliver and (B) the contractual payment the UK Subsidiary would have been obliged to pay Daimler Trucks North America LLC, ▇▇▇▇▇▇▇▇▇ Company Inc or Indiana Rotomolding Inc had it paid the replacement cost direct rather than supplied a replacement product, shall be deemed to be the replacement cost paid to Daimler Trucks North America LLC, ▇▇▇▇▇▇▇▇▇ Company Inc or Indiana Rotomolding Inc for the purposes of this clause 4.4 (d)(ii); and (iii) in respect of an Indebtedness Claim, such amount that is required to ensure that the indebtedness forming the Indebtedness Claim and the cost of release of any such arrangement or security are discharged. 4.5 The parties hereby acknowledge and agree that the Purchaser shall pay the UK Subsidiary amount equal to the Seller (Intra-Group Indebtedness from the Initial Consideration that would otherwise be payable to the extent not already delivered prior Vendor pursuant 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 clause 3 and the Assignment Documents on behalf foregoing provisions of this clause 4. The parties shall each enter and the Purchaser; execute Vendor shall procure that FinanceCo and deliver those the UK Subsidiary enters into, the Deed of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to it. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver Acknowledgment in relation 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 repayment of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the PurchaserIntra-Group Indebtedness. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

Completion. 4.1 Subject to the fulfilment or a waiver of the conditions set out in Clause 3.1, Completion under this Agreement shall take place on the Completion Date at the offices of the Seller ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ at a time agreed by the Parties. 4.2 On the Completion Date 35th Floor, ▇▇▇▇▇▇ Kong Center, ▇ ▇▇▇▇▇'▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ when all (but not part only) of the following business businesses shall be transacted: 4.2.1 The Purchaser shall: pay transacted:- the Seller shall:- deliver to the Seller, or pay in accordance Purchaser a duly executed instrument of transfer and the share certificate(s) relating to the Purchased Shares; deliver to the Purchaser certified true copies of the minutes of a meeting of the board of directors of the Seller approving this Agreement and all matters contemplated hereunder and evidencing the authority of the person(s) executing this Agreement and of N Ltd approving the transfer of the Purchased Shares and appointing the new director as the Purchaser may nominate pursuant to Clause 4.1(A)(3); and cause one person as the Purchaser may nominate as director of N Ltd with a direction effect from an Affiliate Completion. the Purchaser shall:- allot and issue to an Affiliate, the Seller the Consideration as increased or decreased by the Working Capital AdjustmentShares; deliver to the Seller (to the extent not already delivered prior to Completiondefinitive share certificate(s) a copy in respect of the releases, consents, approvals, confirmations or waivers, if any, referred to Consideration Shares in Clause 2.2 and obtained by or on behalf board lots issued in the name of the PurchaserSeller, or HKSCC Nominees Limited if so designated by the Sellers; and 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, minutes of (i) a resolution meeting 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 approving this Agreement and all matters contemplated hereunder and evidencing the Assignment Documents on behalf authority of the person(s) executing this Agreement. The Purchaser shall: cause the three persons as the Seller may nominate and the one person as QPL may nominate in addition to the two existing executive directors of the Purchaser to be validly appointed as executive directors of the Purchaser with effect from the Completion Date; cause such existing non-executive directors of the Purchaser (save for Mr Ku ▇▇▇▇ ▇▇▇) to resign with effect from Completion Date in each case, each delivering to the Seller under seal confirmations that he/she has no claim against the relevant member(s) of the HFG Group for compensation or otherwise, in a form reasonably acceptable to the Seller; cause two such persons as the Seller may nominate to be validly appointed as independent non-executive directors of the Purchaser (in addition to the three persons nominated by the Seller under Clause 4.2(A)) and cause such persons to be appointed to the audit committee of the Purchaser; execute and deliver those cause ▇▇. ▇▇▇ Chun ▇▇▇, ▇▇▇▇▇▇▇▇ or such other person as he may nominate to be validly appointed as chief executive officer of the Assignment Documents to which it is a signatory; Purchaser and perform such of N Information and the other actions and execute such other documents as may be required to transfer the Interests to it. 4.2.2 The Seller shall, after confirmation of receipt Subsidiaries of the amounts payable under Company which are engaged in Internet-related businesses (other than ▇▇▇▇▇▇▇.▇▇▇ Inc.) respectively; cause such persons as the Seller may nominate to be validly appointed to a new management team of the Purchaser to manage the Internet-related businesses (other than ▇▇▇▇▇▇▇.▇▇▇ Inc.) of the Purchaser. If in any respect the provisions of Clause 4.2.1(a), deliver to 4.1 are not complied with by the Seller or the Purchaser (to as the extent not already delivered case may be) on or before the Completion Date, or if at any time prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors Completion any of the Seller authorising Warranties or the Purchaser Warranties is found to be untrue or incorrect in any material respect as at the date of its entry into being made or if the transactions contemplated by Purchaser or the Seller has not complied in any material respect with its obligations under Clause 8.1 and Clause 9.1, without prejudice to any other remedies available to the Party not in default, the Party not in default may: defer Completion to a date not more than 14 days after the Completion Date (and so that the provisions of this Clause 4.3 shall apply to Completion as so deferred); or proceed to Completion so far as practicable (without prejudice to its rights under this Agreement); and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign rescind this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the PurchaserAgreement. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

Completion. 4.1 Completion under this Agreement shall take place at the offices of the Seller at a time agreed by the Parties. 4.2 On on the Completion Date all but not part at 3.00pm at the registered office of the Purchaser or at such other venue, date or time as the Vendors and the Purchaser may mutually agree, whereby the following business shall be transactedtake place: 4.2.1 The Purchaser shall: pay (a) the Vendor shall deliver and/or shall procure that there be delivered to the Seller, or pay in accordance with a direction from an Affiliate to an Affiliate, Purchaser: (i) the Consideration share certificate for the Sale Shares; (ii) the resolution of the directors and/or members of the Target (as increased or decreased the case may be): (1) approving the transfer of the Sale Shares; (2) appointing such persons as may be nominated by the Working Capital Adjustment; deliver to Purchasers as directors of the Seller (to the extent not already delivered Target at least 3 Business Days prior to Completion; (3) a copy of amending the releasessigning mandate for the bank accounts operated by the Target in such manner as may be notified by the Purchaser; (iii) all notifications, confirmations, authorizations, approvals, consents, approvalsagreements, confirmations or waivers, if anydocuments, referred to in Clause 2.2 and obtained by or on behalf instruments of the Purchaser; deliver to the Seller (to the extent not already delivered prior to Completion) a copytransfer, certified as a true copy and in full force and effect by a director or the legal manager of the Purchaser, of and/or any other documentation evidencing (i) a resolution the satisfaction of the board conditions under this Agreement; (ii) execution, implementation and performance by any Vendor of directors of the Purchaser authorising its entry into obligations and/or the transactions contemplated by this Agreement; and, if relevant, and (iiiii) a Power of Attorney authorising a person or persons Completion in form and substance satisfactory to sign this Agreement and the Assignment Documents on behalf of the Purchaser; execute and deliver those and (b) the Vendor shall, against delivery of the Assignment Documents to which it is a signatory; items set out in Clause 4.1(a), make payment of the Consideration payable in Tranche 1; 4.2 The Parties hereto shall do all acts and perform such other actions things and execute such other all documents as may shall be required necessary or expedient to give effect to the transfer of the Interests Sale Shares under the applicable laws and regulations in any jurisdiction, upon the terms and conditions specified herein. 4.3 In the event where any Vendor fails to comply with his obligations under Clause 4.1(a)(iii) above, the Purchaser shall (in addition to and without prejudice to any other rights or remedies available to it) be entitled to rescind this Agreement or fix a new date for Completion. 4.2.2 The Seller 4.4 Save as provided under Clause 4.3, if either Party shall, after confirmation for any reason whatsoever, be unable to comply with any of receipt their respective obligations under Clause 4 on Completion, the Purchaser may, in the case of default by any of the amounts payable Vendors, and any Vendor may, in the case of default by the Purchaser, shall be entitled to: (a) defer the affected Completion to a later date but no later than 90 calendar days after the Completion Date provided under this Agreement (so that the provisions of this sub-Clause 4.2.1(ashall apply to Completion as so deferred), deliver ; (b) effect Completion so far as practicable but without prejudice to the Purchaser non-defaulting Party’s rights and remedies (whether under this Agreement generally or under this Clause) to the extent that the defaulting Party shall not already delivered prior have complied with its obligations hereunder; (c) specific performance of this Agreement without prejudice to Completion): the Assignment Documents duly executed by all non-defaulting Party’s rights and remedies under any applicable laws; or (d) terminate this Agreement, in which case the Relevant Third Parties provisions of this Agreement (other than Clauses which are expressed to or by its nature shall survive termination) shall from such date cease and determine and no Party shall have any claim against the Purchaser; a copy other Party for costs, damages, compensation or otherwise save in respect of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf any antecedent breach of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the Purchaser. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

Completion. 4.1 6.1 Completion under this Agreement shall take place at the Company’s offices in N▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, or such other place as the Parties agree in writing, and shall begin on the 2nd (second) Business Day following the date on which the State Registration of the Seller at a time agreed by the Parties. 4.2 On the Completion Date all but not part of the following business shall be transacted: 4.2.1 The Purchaser shall: pay to the Seller, or pay New Charter is completed in accordance with a direction from an Affiliate to an AffiliateClause 6.5, or such other date as the Parties may agree in writing (the “Completion Date”) and may continue for more than one Business Day. 6.2 At the Pre-Completion Participants’ Meeting, the Consideration as increased or decreased by the Working Capital Adjustment; Buyers shall deliver to the Seller Sellers the following documents: 6.2.1 the original of a notarised power of attorney substantially in the form set out in Schedule 8 authorising a Representative of the Sellers (whose identity is to be notified by the Sellers to the extent not already delivered prior Buyers no later than 20 (twenty) Business Days from the date hereof) to Completion) sign and execute for the Buyers the New Charter, if so required by Applicable Law and local registration practice, and file the New Charter for the State Registration; 6.2.2 the original of a copy notarised power of attorney substantially in the form set out in Schedule 8 authorising the Sellers or a Representative of the releases, consents, approvals, confirmations or waivers, if any, referred Sellers (whose identity is to in Clause 2.2 and obtained be notified by or the Sellers to the Buyers no later than 20 (twenty) Business Days from the date hereof) to vote on behalf of the PurchaserBuyers as participants in the Company at a meeting of the participants of the Company in favor of Buyers’ withdrawal from the Company, their transfer of the participation interests in the Company back to the Sellers, and to execute and sign a new charter of the Company listing the Sellers as the participants in the Company, and execute all the documents necessary for the foregoing, which power of attorney shall become effective upon the State Registration and may be revoked by the Buyers only upon the Sellers’ receipt of the Purchase Price pursuant to Clause 6.6.2; 6.2.3 the original of a notarised corporate resolution of each of the Buyers, substantially in the form set out in Schedule 8, to terminate their participation in and withdraw from the Company, which resolution shall become effective upon the State Registration and may be revoked by the Buyers only upon the Sellers’ receipt of the Purchase Price pursuant to Clause 6.6.2; and 6.2.4 such other documents that the Sellers may reasonable request in writing in order to accomplish the transfer of the participation interest sold hereunder to the Buyers back to the Sellers (including without limitation the consent of the Buyers in proper form to call and hold a meeting of the participants of the Company without advance notice), which documents shall become effective upon the State Registration and may be revoked by the Buyers only upon the Sellers’ receipt of the Purchase Price pursuant to Clause 6.6.2 (the documents referred to in Clauses 6.2.2, 6.2.3 and 6.2.4 are referred to as the “Unwinding Documents”). 6.3 On the date, which is 2 (two) Business Days after the date on which the last of the Conditions to be satisfied or waived is satisfied or waived, the Sellers shall hold a general meeting of the participants of the Company (the “Pre-Completion Participants’ Meeting”), which the Buyers shall be invited to attend and the following resolutions shall be adopted: 6.3.1 the New Charter shall be approved and signed by the Sellers or the Buyers, if required by Applicable Law or local registration practice; 6.3.2 a resolution of the Company (the “Company Resolution”) shall be adopted approving the following: (a) the New Charter; (b) the appointment with effect from the Completion Date, and contingent upon payment by the Buyers of the amounts envisaged in Clause 6.6.2, of such persons as the Buyers nominate as directors, members of the audit commission and auditors of the Company; and (c) the resignations with effect from the Completion Date, and contingent upon payment by the Buyers of the amounts envisaged in Clause 6.6.2, of the directors referred to in sub-Clause (b) of this clause 6. 6.4 During the course of the Pre-Completion Participants’ Meeting and within 10 (ten) Business Days after the Pre-Completion Participants’ Meeting, the Sellers and the Buyers shall sign, execute and deliver to each other all documents necessary for the State Registration of the New Charter such that the Buyers shall become the legal owners of the Participation Interests, which in the aggregate represent 70% (seventy per cent.) of the participation interests in the charter capital of the Company, including the Sellers’ signing and notarising the New Charter as may be required by Applicable Law. 6.5 Within a reasonable time but in any event not later than 10 (ten) Business Days after the Pre-Completion Participants’ Meeting and receipt by the Sellers from the Buyers of the documents listed in Clause 6.2 and such other documents that may be necessary under the Applicable Law, whatever occurs later, the Sellers shall procure that the Company shall file for the registration of the New Charter with the competent Governmental Entity in accordance with the Applicable Law (the “State Registration”). All costs relating to the State Registration shall be borne by the Company. Upon the completion of the State Registration of the New Charter, the Sellers shall promptly notify the Buyers of the completion of the State Registration of the New Charter. The Parties agree that the ownership of the Participation Interests sold and transferred hereunder by the Sellers to the Buyers shall be deemed to vest in the Buyers upon the State Registration. 6.6 At Completion the following actions shall occur in the following succession: 6.6.1 the Seller (to shall make available for 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 Buyers’ review the legal manager original of the PurchaserNew Charter and the documents listed below in sub-Clauses (c), (d), (e) and (f) of Clause 6.6.3, 6.6.2 the Buyers upon having reviewed the New Charter and the documents listed below in sub-Clauses (c), (d), (e) and (f) of this Clause 6.6.2 shall immediately initiate the payment of (i) a resolution an amount corresponding to the Purchase Price less the sum of (A) the board Retention Amount and (B) the Advisory Fees Portion, to the Sellers’ Accounts in the proportions set out against each Sellers’ name in column 3 of directors of the Purchaser authorising its entry into the transactions contemplated by this AgreementSchedule 2; and, if relevant, (ii) the Advisory Fees Portion to the Advisors’ Accounts in the proportions set out in the Advisory Fee Notice; and (iii) the Retention Amount to the Retention Account, and 6.6.3 immediately following receipt by the Sellers of the Purchase Price, the Sellers shall deliver to the Buyers: (a) the original of the New Charter, (b) the originals of the Unwinding Documents, (c) the original of a Power notarised waiver by the Sellers of Attorney authorising any pre-emption or other rights which it has under the Constituent Documents of the Company or otherwise, and any other documents or consents necessary to enable the Buyers or its nominee(s) to become the legal holder of the Participation Interests, (d) where applicable, the original of a person written notarised consent of the spouse of each Seller for the sale of his Participation Interests and for his waiving his pre-emption rights and consenting to the sales by Other Participants of their respective participatory interest in the charter capital of the Company as required by Ukrainian law, (e) the originals of the resignation letters signed by each director of the Company acknowledging that each has no claim against the Company in respect of compensation for loss of office redundancy or persons unfair dismissal, and (f) the original of a material adverse effect certificate substantially in the form set out in Schedule 9 duly executed by the Sellers. 6.7 Notwithstanding anything to sign the contrary in this Agreement and without prejudice to the Assignment Documents on behalf Sellers’ any other rights and remedies hereunder, if the payment envisaged in Clause 6.6.2 does not occur at the Completion as provided in Clause 6.6, the Company, or the Sellers pursuant to the Unwinding Documents, may call and hold a meeting of the Purchaser; execute and deliver those participants of the Assignment Documents Company without advance notice to the Buyers (to which the Buyers hereby consent) and the Sellers may pursuant to the Unwinding Documents make such decisions at such meeting and amend the New Charter such that the Buyers shall be removed from the New Charter as the participant in the Company, for which amendment and removal the Buyers hereby give the Seller the full power and authority. The Buyers hereby undertake not to call or hold any meetings of the participants of the Company for as long as the Unwinding Documents remain in the possession of the Sellers and have not been properly revoked by the Buyers. The Buyers may not cancel, revoke, modify or withdraw the Unwinding Documents at any time while the Unwinding Documents remain in the Sellers’ possession, except as expressly allowed herein (and no Unwinding Document shall be deemed to have been cancelled, revoked, modified or withdrawn for as long as it is a signatory; and perform such other actions and execute such other documents as may be required to transfer remains in the Interests to itSellers’ possession, unless the Sellers have been notified about its proper cancellation, revocation, modification or withdrawal in instances envisaged in Clause 6.2 above). 4.2.2 The Seller shall6.8 If the Sellers do not comply with the provisions of Clause 6.3, after confirmation of receipt of 6.4, 6.5, 6.6.1 or 6.6.1, the amounts payable under Clause 4.2.1(a), deliver Buyers shall not be obliged to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign complete this Agreement and may: 6.8.1 defer Completion to a date not more than 20 (twenty) Business Days after that date, or the Assignment Documents on behalf Long Stop Date, whichever is the earlier (with the provisions of this Clause 6.8 applying to Completion as so deferred); 6.8.2 proceed to Completion as far as practicable (without limiting its rights and remedies under this Agreement); or 6.8.3 treat this Agreement as terminated for breach of condition (without limiting its rights and remedies under this Agreement). 6.9 If the Buyers do not comply with the provisions of Clause 6.2, 6.4, or 6.6.2, the Sellers shall not be obliged to complete this Agreement and may: 6.9.1 defer Completion to a date not more than 20 (twenty) Business Days after that date, or the Long Stop Date, whichever is the earlier (with the provisions of this Clause 6.9 applying to Completion as so deferred); 6.9.2 proceed to Completion as far as practicable (without limiting their rights and remedies under this Agreement); or 6.9.3 treat this Agreement as terminated for breach of condition (without limiting its rights and remedies under this Agreement). 6.10 If completion of the Seller; Buyers’ acquisition of at least an additional 10% (ten per cent) participation interest in the charter capital of the Company from Other Participants does not occur simultaneously with Completion, the Buyers shall not be obliged to perform their Completion undertakings, but shall be entitled to treat this Agreement as terminated (without limiting their rights and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the Purchaserremedies under this Agreement). 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

Completion. 4.1 5.1 Completion under this Agreement shall take place at within five (5) Business Days after the offices day on which the last of the Seller at a time Conditions Precedent is satisfied or such other date as agreed by the Parties.Parties in writing when the following transactions shall be effected: 4.2 On 5.1.1 At the Completion Date all but not part prior written request of the following business shall be transacted: 4.2.1 The Purchaser shall: pay to the Seller, or pay in accordance with a direction from an Affiliate to an AffiliateSubscriber, the Consideration as increased or decreased by the Working Capital Adjustment; Company shall deliver to the Seller Subscriber of the following: (a) the letter of the Stock Exchange granting listing approval to the extent not already delivered prior to Completion) a copy of the releases, consents, approvals, confirmations or waivers, if any, Subscription Shares as referred to in Clause 2.2 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 approving this Agreement and obtained by or 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 PurchaserCompany; deliver to and (d) the Seller resolutions passed by the Shareholders and/or the Independent Shareholders (to as the extent not already delivered prior to Completioncase may be) 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 Company at 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 EGM approving this Agreement and the Assignment Documents transactions contemplated hereunder (including the Subscription), the Specific Mandate and the Whitewash Waiver. 5.1.2 The Subscriber shall pay the Subscription Price to the Securities Account before 9:00 a.m. on the Completion Date 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 (on behalf of the Purchaser; execute and deliver those Subscriber) the Share Certificate(s) of the Assignment Documents 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 which it is a signatory; and perform such other actions and execute such other documents as may be required in Clause 5.1.3, the Subscriber shall instruct the Brokering Agent to transfer the Interests Subscription Price to it. 4.2.2 The Seller shall, after confirmation the Company and the Brokering Agent shall at the time of receipt of the amounts payable under Clause 4.2.1(a), deliver to Share Certificate(s) of the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, Company referred to in Clause 2.2 and obtained 5.1.3 deliver a transfer receipt showing the Subscription Price has been transferred to the bank account designated by or on behalf the Company. 5.1.5 Upon receipt of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager payment of the SellerSubscription Price, of (i) a resolution the Company shall instruct the Share Registrar to arrange to effect registration of the board of directors Subscription Shares in the name of the Seller authorising Subscriber (or as it shall direct). 5.2 Without prejudice to any other remedies available to the Parties, if in any respect the provisions of Clause 5.1 are not complied with by any Party (the defaulting party) on the Completion Date, the other Parties may: 5.2.1 proceed to Completion so far as reasonably practicable (without prejudice to its entry into rights hereunder); or 5.2.2 terminate this Agreement without prejudice to the transactions contemplated by defaulting party's obligations under this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the Purchaser. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

Completion. 4.1 8.1 Completion under shall be conditional upon: 8.1.1 the Purchaser being satisfied with the prospects for the Business in accordance with Clause 7 and its not having served a notice terminating this Agreement pursuant to Clause 16.3; 8.1.2 the (i) Purchaser raising the Main Funding through the private placement of Securities equal to or more than the amount of the Main Funding, closing of which shall be a condition of, and simultaneously closed on, Completion, (ii) the Main Funding having been deposited at Completion into a restricted bank account of the Company agreeable to the Purchaser, (iii) the Company presenting evidence satisfactory to the Purchaser that the requirements of the Purchaser’s designated representative’s (or his dully appointed replacement) signature is an irrevocable and absolute requirement for purposes of said restricted bank account of the Company, in order to properly govern the manner and terms upon which the funds to be raised in the Main Funding may be drawn down and disbursed from said restricted bank account (i.e., require the approval of a designated representative of the Purchaser); and (iv) the Company presenting evidence satisfactory to the Purchaser that the disposition of any or all of the Main Funding from the said restricted bank account of the Company shall be conditional on the bank operating said restricted bank account receiving Release Notice instructions part of the Release Notice Agreement and substantially in the form of Exhibit 2, unless prior to Completion agreed to otherwise in writing solely by the Purchaser; 8.1.3 the Company and the Purchaser, having fulfilled their respective obligations with respect to the Completion Agreements and other documents as set out in Schedule 7; 8.1.4 all documents or copies of documents required to be executed and delivered to the Purchaser hereunder having been so executed and delivered; 8.1.5 all of the terms, covenants and conditions of this Agreement required to be complied with or performed by the Company and the Shareholders at or prior to the Completion having been complied with or performed; 8.1.6 there not having occurred: (a) any material adverse change in the financial position or condition of the Company or the Purchaser, its liabilities or its assets or any damage, loss or other change in circumstances materially and adversely affecting the Company or the Purchaser, the Business or the assets of the Company or the Company’s right to carry on the Business, other than changes in the ordinary course of business, none of which have been materially adverse to the Company or the Purchaser; or (b) any damage, destruction, loss or other event, including changes to any laws or statutes applicable to the Purchaser, the Company or the Business (whether or not covered by insurance) materially and adversely affecting the Purchaser, the Company, the Business or the assets of the Company; 8.1.7 the transactions contemplated hereby having been approved by any regulatory authorities having jurisdiction over the transactions contemplated in this Agreement, if applicable; 8.1.8 there being no disclosures in any draft Disclosure Letter delivered to the Purchaser on or before the Completion Date which will have, or may be likely to have in the sole discretion of the Purchaser, a material adverse effect upon the value of the Company and/ or the Business or which in the sole discretion of the Purchaser, may adversely effect the Company’s ability to deliver the Business Plan or which in the sole discretion of the Purchaser, may have the effect of altering or amending any of the Company’s and the Shareholders’ obligations or commitments pursuant to this Agreement; and 8.1.9 the delivery of the Company Financial Statements; 8.2 Subject to the Purchaser having fulfilled Condition 8.1.2 above, it shall be entitled to waive fulfillment of any of the conditions precedent to Completion including waiver of any of the requirements set out in Schedule 7 with the exception of the obligation imposed on the Purchaser in Schedule 7 para 13. Any such waiver shall be exercised by service of a notice in writing by the Purchaser on the Company in accordance with Clause 19 and following service of such notice the condition precedent referred to in the notice shall be deemed to have been fulfilled with immediate effect. 8.3 Completion shall take place on a date to be agreed between the Parties being a date which shall be not earlier than 2 Business Days and not later than 10 Business Days after the date when all of the conditions precedent set forth in Section 8.1 have been fulfilled. If the Parties fail to agree upon a date which is within the aforementioned 10 Business Day period, Completion shall take place on a date which shall be 15 Business Days after fulfillment of all of the conditions precedent to Completion set forth in Section 8.1 or if such date is not a Business Day the first Business Day thereafter. 8.4 If Completion has not occurred within a period of five months from the date hereof due to non fulfillment of any one or more of the conditions precedent to Completion set out in Clause 8.1 above and the Purchaser has not served a notice pursuant to 16.2, then: 8.4.1 the Purchaser shall be entitled to serve notice on the Company and the Shareholders calling upon them to meet and discuss actions which can be taken to fulfill the outstanding condition or conditions precedent which is or are preventing Completion from taking place; and 8.4.2 the Company shall be entitled to serve an equivalent notice, to the notice described in 8.4.1, on the Purchaser. 8.5 Following service of a notice pursuant to Clause 8.4 the Parties and or their representatives shall meet to discuss, in good faith, actions which can be taken to resolve the difficulties which are preventing Completion from taking place. If the Parties either have not met or have not resolved such difficulties within a period of 28 Business Days from the date of service of a Clause 8.4 notice they shall be entitled to serve notice terminating this Agreement in accordance with Clause16.3. 8.6 On Completion, which shall take place at the offices of the Seller at a time agreed by Purchaser’s Lawyers 8.6.1. the Parties. 4.2 On the Completion Date Shareholders shall transfer their Acquisition Shares with full title guarantee, free from any Encumbrances and together with all but not part of the following business shall be transacted: 4.2.1 The Purchaser shall: pay to the Sellerrights that attach, or pay may in accordance with a direction from an Affiliate future attach, to an Affiliatethem including the right to receive all dividends and distributions declared, made or paid on them on or after the Consideration as increased or decreased by the Working Capital Adjustment; deliver to the Seller (to the extent not already delivered prior to Completion) a copy date of the releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Purchaser; deliver to the Seller (to the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Purchaser, of (i) a resolution of the board of directors of the Purchaser authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Purchaser; execute and deliver those of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to it. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the Purchaser. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.;

Completion. 4.1 Completion under this Agreement shall Subject to clause 5, completion will take place on the Completion Date at the offices of the Seller at a time agreed by the PartiesTreasurer, ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇. 4.2 On the Completion Date all but not part CBA (at the direction of the following business shall be transacted: 4.2.1 The Purchaser shall: Treasurer) will pay to the SellerBank the amount of $194 000 000 (being the consideration payable by the Treasurer for the acquisition of all of the rights referred to in clause 28 of the State Bank (Succession of Commonwealth Bank) Bill 1990 marked Exhibit "C" and initialled by the parties for identification and which amount will be deducted from the amount payable by CBA to the Treasurer pursuant to clause 3.3) at which time the parties will procure that if the same has not occurred prior to the Completion Date: (a) the Bank will transfer to the Treasurer or his nominee all of the issued capital of Tricontinental Holdings Limited; (b) the existing directors of Tricontinental Holdings Limited will retire and there will be appointed in place of such directors such persons as the Treasurer may nominate; (c) SBV Futures Pty Limited and SBV Investment Management Limited will change their names to exclude "SBV"; and (d) SBV Investment Management Limited ▇▇▇▇ retire as manager of the SBV Multitrust and Commonwealth Management Services Limited will be appointed as manager in its stead. (a) On or prior to the Completion Date the Treasurer will: Sch. 1 (i) negotiate and will procure that his nominee negotiates in good faith with CBA a facility agreement and any other agreements ancillary or collateral thereto for the provision of Finance by CBA to the nominee on the terms and conditions outlined in the term sheet marked as Exhibit "D" and initialled by the parties for identification; (ii) enter into and will procure that the nominee enters into the facility agreement and other agreements referred to in paragraph (i); (iii) negotiate in good faith with CBA a guarantee in respect of the facility agreement referred to in paragraph (i) and all securities issued thereunder on the terms and conditions outlined in the aforementioned term sheet; (iv) enter into the guarantee referred to in paragraph (iii); and (v) procure that all Financial Indebtedness of each member of the Trico Group to any member of the SBV Group other than the Financial Indebtedness under the facility agreement referred to in paragraph (i) is repaid or discharged in full. (b) CBA will in good faith negotiate and enter into the facility agreement and other agreements referred to in clause 4.3(a)(i) and the guarantee referred to in clause 4.3(a)(iii) on or prior to the Completion Date and CBA will subject to the terms of the facility agreement advance to the nominee on the Completion Date the sum demanded by the nominee up to $2 300 000 000 pursuant to that facility agreement. 4.4 On or prior to the Completion Date the Treasurer will procure that: Sch. 1 (a) the CWA will pay to the Bank such amount as would, if invested by the Bank on the Completion Date at the rates applying to the respective Obligations (as defined in the Assumption Agreement) for terms ending on the maturity date of the respective Obligations (as defined in the Assumption Agreement), result in the Bank receiving sufficient funds on such maturity date to enable the Bank or CBA as the successor of the Bank to pay out all Obligations (as defined in the Assumption Agreement) then assumed by the CWA pursuant to the Assumption Agreement; (b) the Assumption Agreement is lawfully terminated; and (c) neither the CWA nor any member of the SBV Group has any outstanding liability, responsibility or obligation under the Assumption Agreement or any other agreement, arrangement or understanding collateral or ancillary to the Assumption Agreement. 4.5 On or prior to the Completion Date, the Treasurer will procure that all assignments of Indebtedness (as defined in the Trico Deed) and declarations of trust in respect of such Indebtedness that have been made to any member of the SBV Group pursuant to the Trico Deed will be annulled or reassigned. 4.6 On or prior to the Completion Date the Treasurer will procure that the Bank and SBV Staff Superannuation Pty Ltd enters into a trust deed in the form of the draft trust deed marked as Exhibit "E" and initialled by the parties for identification or such other form as may be agreed between the parties, whereupon CBA will execute that trust deed. 4.7 On or prior to the Completion Date the Treasurer will, and will procure that the Bank will, enter into a Deed amending the ▇▇▇▇▇▇ Deed in the form of the draft Deed marked Exhibit "F" and initialled by the parties for identification or such other form as may be agreed between the parties. 4.8 On or prior to the Completion Date the Treasurer will, and will procure that the relevant parties will, enter into a Deed of Variation in the form of the draft Deed marked Exhibit "G" and initialled by the parties for identification or such other form as may be agreed between the parties. (a) On or prior to the Completion Date the Treasurer will: (i) procure that the Bank will make a Past Interest Notice of Claim (as defined in the SBV Deed) for an amount of not less than $51 700 000 and the Treasurer will pay to the Bank by bank cheque the amount the subject of that Past Interest Notice of Claim; Sch. 1 (ii) direct the Bank not to make any assignments or declare any trusts under clause 3.3 of the SBV Deed that might otherwise have been required as a consequence of the payment of that Past Interest Notice of Claim; and (iii) release the Bank from any obligation under clause 6(a) of the SBV Deed that it might otherwise have had as a consequence of the payment of that Past Interest Notice of Claim; and, notwithstanding the matters referred to in paragraphs (ii) and (iii) above or any other matter, the payment by the Treasurer will not operate as a discharge of any Indebtedness or Interest (as defined in the SBV Deed) and the Treasurer will treat the payment made pursuant to paragraph (i) above as having been made pursuant to and in accordance with a direction from an Affiliate to an Affiliate, his obligations under the Consideration as increased or decreased by the Working Capital Adjustment; deliver to the Seller SBV Deed. (to the extent not already delivered prior to Completionb) a copy Upon payment of the releases, consents, approvals, confirmations or waivers, if any, amount referred to in Clause 2.2 clause 4.9(a)(i), the Bank and obtained by or on behalf CBA as the successor of the Purchaser; deliver Bank will release the Treasurer from any obligations under the SBV Deed or Warranty 24 of this Agreement to make any further payments relating to the Seller Interest on Indebtedness (as defined in the SBV Deed) accrued on or before 30 June 1990 the subject of that Past Interest Notice of Claim. 4.10 On or prior to the extent not already delivered prior to Completion) Completion Date the Treasurer will, and will procure that the Bank will, enter into a copy, certified as a true copy and Deed of Release in full force and effect by a director or the legal manager form of the Purchaser, of (i) a resolution of draft Deed marked Exhibit "H" and initialled by 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 parties for identification 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 form as may be required to transfer agreed between the Interests to itparties. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the Purchaser. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

Completion. 4.1 6.1 Completion under this Agreement shall take place on the third Business Day following service of the first (in time) Option Exercise Notice to be served at the offices of the Seller at a Seller’s Solicitors (or wherever else and whatever time agreed by the PartiesParties agree in writing). At Completion, the Parties shall perform all (and not part only) of their respective Completion obligations set out in Schedule 4. 4.2 On the Completion Date all but not part 6.2 Notwithstanding Completion, each provision of the following business shall be transacted: 4.2.1 The Purchaser shall: pay to the Seller, or pay in accordance with a direction from an Affiliate to an Affiliate, the Consideration as increased or decreased by the Working Capital Adjustment; deliver to the Seller this Agreement (to the extent not already delivered prior to Completion) a copy of the releases, consents, approvals, confirmations or waivers, if any, and any other document referred to in Clause 2.2 and obtained by it) not performed at or on behalf before Completion but which remains capable of performance, the Warranties (including, for these purposes, the Purchaser; deliver ’s warranties set out in Part 2 of Schedule 3) and all covenants and other undertakings contained in or entered into pursuant to the Seller (to the extent not already delivered prior to Completion) a copy, certified as a true copy and this Agreement will remain in full force and effect and (except as otherwise expressly provided) without limit in time. 6.3 The Seller declares that so long as it (or any nominee acting for it) remains the registered holder of any of the Shares after Completion, it will (and will procure that any such nominee will):- 6.3.1 hold those Shares and all dividends and other distributions in respect of them (other than the Permitted Dividends), and all other rights arising out of or in connection with them, in trust for the Purchaser and the Purchaser’s successors in title; and 6.3.2 other than the Permitted Dividends, at all times deal with and dispose of those Shares, and all such dividends, distributions and rights attaching to them, as the Purchaser or any such successor may direct. 6.4 The Purchaser shall procure that, as soon as reasonably practicable following Completion, the Company shall cease to bear a name (whether trading or otherwise) containing the expression “Talisman”, or any other expression likely to suggest a connection with the Talisman group of companies. 6.5 The Purchaser shall cause the Company to cease following Completion to use any stationery, invoice, forms, seals, trade marks, logos or any other similar articles or symbols showing the expression “Talisman” or any other expression likely to suggest a connection with the Talisman group of companies. 6.6 The Seller shall procure that an amount equal to the Completion Date Intercompany Receivable is paid to the Company by the relevant member or members of the Seller’s Group within ten (10) Business Days of agreement or final determination of the Completion Statements pursuant hereto. 6.7 The Seller shall deliver or make available to the Purchaser the accounting and other books and records of the Company insofar as they relate to the Licence Interests. 6.8 If at any time prior to Completion there occurs any of the following: 6.8.1 a director Catastrophic Event; 6.8.2 the Company enters into a scheme of arrangement or voluntary arrangement with any of its creditors or an administrative or other receiver is appointed by any person over the whole or any part of the business or assets of the Company; or 6.8.3 the Seller (or, in the case of legal title only, its nominee) ceases to have sole legal and beneficial ownership of the Shares (other than pursuant to a Share Buy-Back), or there is a breach of the Warranty contained in paragraphs 5.1 or 5.8 of Part 1 of Schedule 3, the Purchaser shall be entitled to terminate this Agreement by service of notice in writing to the Seller within 10 Business Days of the date of such occurrence. 6.9 If Completion does not take place as a result of a Party’s (the “Defaulting Party”): (a) failure to satisfy the provisions of Clause 4.4, save where that failure relates to the non-provision by the Purchaser or the legal manager Company of a letter of credit, where the value of that letter of credit for any Hive-In Licence Interest is greater than the equity share to be acquired by the Company of the Purchaser, current estimated decommissioning cost as set out in Schedule 1 to the Hive-In Agreement; or (b) failure to complete on or before the date set down for Completion in accordance with Clause 6.1 (except where the terms of this Agreement permit otherwise) after the Conditions have been satisfied and an Option has been exercised; the Defaulting Party shall pay to the non-Defaulting Party a sum equal to US$25,000,000 (itwenty five million US Dollars) as liquidated damages. The Parties acknowledge and agree that any payment made under this Clause 6.9 represents a resolution fair and reasonable sum and a genuine pre-estimate of the board of directors of loss attributable to the Purchaser authorising its entry non-Defaulting Party’s cost and time in entering into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and is not a penalty. The Parties acknowledge that any payment by a Defaulting Party pursuant to this clause shall be without prejudice to the Assignment Documents on behalf right of the Purchaser; execute and deliver those non-Defaulting Party to seek any other financial remedy in respect of a breach of Clause 4.4 or Clause 6.1 whether in contract, tort, common law, statute or equity. 6.10 The Purchaser hereby covenants to procure that the Company will enter into an election with the Seller (or such of its Affiliates as the Seller may nominate) under Section 179A of the Assignment Documents Taxation of Chargeable Gains ▇▇▇ ▇▇▇▇ (“TCGA”) such that any gain or loss arising under Section 179 will be treated as accruing in the Seller (or its Affiliate, as the case may be). The Seller hereby covenants that it will or, where applicable, will procure that, its Affiliate will join in any such election. 6.11 In the event that Conclusion of Determination has not occurred by the Completion Date the Purchaser shall procure that unless consented to which it is a signatoryby the Seller (such consent not to be unreasonably withheld or delayed) the Company shall: 6.11.1 carry out its operations and the conduct of the Determination in accordance with good oil and gas field practice, and shall not agree to any revised Tract Participations pursuant to Clause 3.6 of the Goldeneye UUOA; 6.11.2 keep the Seller appraised of the progress of the Determination and to the extent lawful and practicable in the circumstances consult with the Seller in relation to any material decision in connection with the Determination; 6.11.3 make available or allow the Seller access to material information, data and other material relevant to the Determination (and the Purchaser hereby agrees that the Seller may retain copies of any information relevant to the Determination); and 6.11.4 appoint the Seller as its agent for the purposes of carrying out all technical and perform such other actions related work in connection with the process set out in Schedules 4 and 5 of the Goldeneye UUOA as regards the Determination and the Seller hereby agrees to so act provided that the Seller shall have no liability to the Purchaser therefor. 6.12 The Seller and the Purchaser shall execute all such other documents and do all acts and things as may be reasonably required in order to transfer effect the Interests to it. 4.2.2 The Seller shall, after confirmation of receipt disposal of the amounts payable under Clause 4.2.1(a), deliver Shares to the Purchaser (and otherwise carry out the true intent of this Agreement. The Seller and the Purchaser acknowledge that it is their intention that upon Completion the only assets owned by the Company should be the Licence Interests and the Hive-In Licence Interests. If at any time after Completion it shall be discovered that any other assets are owned or controlled by the Company then the Purchaser shall procure that such assets be transferred 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 Seller (or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (iit may direct) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the Purchaserfor nil consideration. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

Completion. 4.1 5.1 Completion under this Agreement shall take place on the Completion Date at the offices of the Seller Buyer's Solicitors (or at a time any other place as may be agreed in writing by the Partiesparties hereto). 4.2 On 5.2 At (or prior to) Completion: (a) the Completion Date all but not part Seller shall: (i) deliver or cause to be delivered to the Buyer the documents and evidence set out in Part 1 of Schedule 2; (ii) procure that a board meeting of the following business shall be transacted:Company is held at which the matters set out in Part 2 of Schedule 2 are carried out and deliver to the Buyer a certified copy of the related resolutions; 4.2.1 The Purchaser shall: pay (iii) deliver to the Buyer a certified copy of the minutes of a meeting of the sole shareholder of the Seller, or Strax AB, authorising the Transaction and the execution and delivery of any documents to be delivered by the Seller at Completion; (iv) deliver to the Buyer a duly executed Amended Distribution Agreement; (v) deliver to the Buyer a duly executed TSA; (vi) deliver the Disclosure Letter (including the Disclosure Bundle); and (vii) deliver to the Buyer a duly executed Landlord Consent. (b) the Buyer shall (subject to the Seller complying with all of its obligations in clause 5.2(a)): (i) deliver at Completion a counterpart of the instrument of transfer and the bought note in respect of the Sale Shares duly executed by the Buyer; (ii) pay the Cash Consideration to the Seller in accordance with a direction from an Affiliate to an Affiliate, the Consideration as increased or decreased by the Working Capital Adjustment; clause 3.2; (iii) deliver to the Seller (to the extent not already delivered prior to Completion) a certified copy of the releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Purchaser; deliver to the Seller (to the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Purchaser, of (i) a resolution of the board of directors of the Purchaser Buyer authorising its entry into the transactions contemplated Transaction and the execution and delivery of any documents to be delivered by this the Buyer at Completion; (iv) deliver to the Seller a duly executed Amended Distribution Agreement; and, if relevant, (iiv) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Purchaser; execute and deliver those of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to it. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents Seller a duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the PurchaserTSA. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

Completion. 4.1 7.1 Completion under this Agreement shall take place at on the offices date falling five Business Days after the satisfaction of the Seller NSIA Condition, provided that the Non-Regulatory Conditions remain satisfied, or at a such other time agreed by as the PartiesParties may agree in writing (the “Completion Date”). 4.2 7.2 On or before the Completion Date all but not part the Parties shall procure that the following events shall occur: (a) the Investor shall: (i) execute and deliver to the Company the SHA to take effect on Completion; (ii) execute and deliver to the Company the License and Collaboration Agreement to take effect on Completion; (iii) procure that a meeting of the following business Investor’s Board is held at which the Investor shall be transacted:approve the entry by the Investor into the Transaction Documents; and 4.2.1 The Purchaser shall: (iv) pay the sum set out against the Investor’s name in the table in Clause 3.1 (being the aggregate subscription price for the New Shares) by electronic funds transfer to the Seller, or pay bank account of the Company as set out below and payment made in accordance with this Clause 7.2 shall constitute a direction good discharge for the Investor of its obligations under this Clause 7.2: Account name : *** Bank : *** Account number : *** IBAN : *** Swift Code : *** (b) a meeting of the Board shall be held at which the Company shall approve the following: (i) the appointment of ***….. and *** as directors of the Company with effect from an Affiliate Completion; (ii) subject to an Affiliatereceipt of the appropriate subscription amounts: (A) issue the New Shares credited as fully paid to the Investor and enter the Investor’s name in the register of members in respect thereof; (B) subject to receipt of the appropriate subscription amounts, the Consideration as increased or decreased by the Working Capital Adjustment; execute and deliver to the Seller Investor certificates for the New Shares; (to c) the extent not already delivered prior to CompletionCompany shall: (i) a copy of the releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 execute and obtained by or on behalf of the Purchaser; deliver to the Seller Investor the SHA to take effect on Completion; (ii) execute and deliver to the extent not already delivered prior Investor the License and Collaboration Agreement to take effect on Completion; (iii) deliver to the Investor: (A) the New Articles, in the Agreed Form, to take effect on Completion together with a copyduly executed special resolution, certified as a true copy and in full force and effect signed by a director or K▇▇▇▇ US approving 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 AgreementNew Articles; and, if relevant, (iiB) a Power of Attorney authorising a person or persons duly executed shareholder resolution, signed by K▇▇▇▇ US, granting the Company’s directors authority to sign this Agreement issue the New Shares; and (iv) so far as it is within its power to do so, procure that the Kopin US executes and delivers to the Investor the SHA and the Assignment Documents License and Collaboration Agreement, both in the Agreed Form and to take effect on behalf of the Purchaser; execute and deliver those of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to it. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the Purchaser. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

Completion. 4.1 5.1 Completion under this Agreement shall take place at the offices PRC office of the Seller Vendor situated at a ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, Shanghai, China (or at such other place and time agreed by as the Partiesparties may agree) when all the acts and requirements set out in this Clause 5 shall be complied with. 4.2 5.2 On Completion, Vendor shall deliver or procure the Completion Date delivery to the Purchaser of all but not part the following: (a) copies, certified as true and complete by a director/ legal representative of the following business Company and its relevant subsidiaries, of resolutions of the shareholders /board of directors meeting approving the matters (b) in respect of the Company: (i) all constitutional documents, statutory records and minute books (which shall be transactedwritten up to date as at Completion); (ii) all other papers, correspondence and documents relating to the Group which are in the possession of or under the control of any of the Vendor; provided that, if the Purchaser so agrees, delivery of all documents and records as referred to in this Clause 5.2(b) shall be deemed to have been effected where they are situated in premises and shall continue to be in the sole occupation of the relevant member of the Company following Completion or otherwise in the custody of persons who shall remain officers and/or employees of such member of the Company following Completion; 5.3 If the Vendor shall fail to do anything required to be done by them without prejudice to any other right or remedy available to the Purchaser, the Purchaser may: 4.2.1 The Purchaser shall: pay (a) defer Completion to a day not later than 14 days after the date fixed for Completion (and so that the provisions of this paragraph (a) shall apply to Completion as so deferred); or (b) proceed to Completion so far as practicable but without prejudice to the Seller, or pay in accordance with a direction from an Affiliate to an Affiliate, the Consideration as increased or decreased by the Working Capital Adjustment; deliver to the Seller (Purchaser's rights to the extent that the Vendors shall not already delivered prior to Completionhave complied with their obligations hereunder; or (c) 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 rescind this Agreement and the Assignment Documents without liability on behalf of the Purchaser; execute and deliver those of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to itits part. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the Purchaser. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

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

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

Completion. 4.1 5.1 Subject to Clause 3, Completion under this Agreement shall take place at the offices of the Seller at a time agreed by the Parties. 4.2 On on the Completion Date all but not part at the office of the following business Company (or at such other place as the Parties may agree) where all of the events described below shall be transacted:occur. 4.2.1 The Purchaser shall: pay to the Seller, or pay in accordance with a direction from an Affiliate to an Affiliate5.2 On Completion, the Consideration as increased or decreased by the Working Capital Adjustment; Vendors shall deliver to the Seller (to Purchaser: 5.2.1 the extent not already delivered prior to Completionshare certificate(s) in respect of the Sale Shares, together with valid share transfer form in respect of the Sale Shares, duly executed by the Vendors in favour of the Purchaser; 5.2.2 a certified true copy of the releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained resolutions passed by or on behalf of the Purchaser; deliver to the Seller (to the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Purchaser, of (i) a resolution of the board of directors of the Purchaser Company: (a) approving the transfer of the Sale Shares to the Purchaser, subject only to the instrument of transfer being duly stamped; (b) authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power issue of Attorney authorising a person or persons to sign this Agreement and new share certificate in respect of the Assignment Documents on behalf Sale Shares in favour of the Purchaser; execute and deliver those ; (c) approving the lodgement of a notice of transfer of the Assignment Documents to which it is a signatory; Sale Shares with ACRA and perform the making of such other actions and execute such other documents entries into the corporate records of the Company as may be required to transfer necessary; (d) accepting and effecting the Interests to it. 4.2.2 The Seller shall, after confirmation resignation of receipt ▇▇▇ ▇▇▇ ▇▇▇ as director of the amounts payable under Clause 4.2.1(a)Company, deliver with effect from the Completion Date; and (e) authorising the execution and delivery of the Deed of Indemnity and the execution thereof as a deed by the Company; 5.2.3 such waivers or consents as may be necessary, including but not limited to waivers of pre-emption rights in respect of the Sale Shares, to enable the Purchaser (to be registered as holder of any and all of the extent not already delivered prior to Completion): Sale Shares; and 5.2.4 the Assignment Documents Deed of Indemnity, duly executed by all the Relevant Third Parties other than Vendors and the Purchaser; Company. 5.3 On Completion and against compliance with the provisions of Clause 5.2, the Purchaser shall deliver: 5.3.1 the Completion Payment to the Vendors by way of cheques drawn on a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to bank licensed in Clause 2.2 Singapore and obtained by or on behalf made out in favour of the Seller; a copyVendors, certified or in such other manner as a true copy may be agreed between the Vendors and the Purchaser in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreementwriting; and 5.3.2 the Deed of Indemnity, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to duly executed by the Purchaser. 4.2.3 Title 5.4 For the avoidance of doubt, Completion is not contingent on the cancellation or transfer of the Eggsystems’ Share to the Interests Purchaser, and Completion shall pass from proceed with the Seller understanding that cancellation or transfer of the Eggsystems’ Share to the Purchaser upon shall be effected post- Completion. 5.5 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: 5.5.1 defer Completion to a date not more than 28 days after the Completion Date (and so that the provisions of this Clause shall apply to Completion as so deferred); 5.5.2 effect Completion so far as practicable having regard to the defaults which have occurred (without prejudice to their rights hereunder); or 5.5.3 rescind this Agreement.

Completion. 4.1 Completion under this 3.1 The Parties agree that the following matters shall take place on or prior to the date of Completion: (a) Vitol will transfer the B Shares to Grindrod in accordance with the Share Transfer Agreement and the other completion steps in the Share Transfer Agreement shall take place at the offices place; (b) execution of the Seller at a time agreed Novation Agreements by Elandra and each Owner; (c) the Parties.Parties shall pay to Elandra the Novation Consideration due under each Novation Side Letter; 4.2 On (d) Elandra shall issue the Completion Date all but not part Agency Letter to Vitol and Grindrod; (e) the Parties shall convene such meetings of the following business shall members of each Group Company and their respective Boards to be transactedheld as it was necessary to: 4.2.1 The Purchaser shall: pay to the Seller, or pay in accordance with a direction from an Affiliate to an Affiliate, the Consideration (i) appoint two (2) persons nominated by Vitol as increased or decreased by the Working Capital Adjustment; deliver to the Seller A Directors (to the extent such appointments were not already delivered prior made upon the incorporation of such Group Company) and two (2) persons nominated by Grindrod as B Directors thereof; (ii) appoint the secretary of that Group Company; (iii) appoint auditors of that Group Company; (iv) appoint principal bankers to Completion) a copy that Group Company and arrange for the opening of any necessary bank accounts in its name (the requirements of the releasesApproved Finance always being considered); (v) if necessary, consents, approvals, confirmations or waivers, if any, referred to resolve that the financial year of that Group Company shall end on 31 December in Clause 2.2 and obtained by or on behalf each year; and (vi) amend the Articles of the Purchaser; deliver to the Seller (any Group Company to the extent not already delivered prior necessary to Completionensure compliance by it with the terms of this Agreement; (f) each Owner shall enter into a copy, certified commercial shipmanagement agreement with the Approved Commercial Manager in respect of its Vessel; (g) the Owners shall jointly enter into a Supervision Agreement on materially the same terms and conditions as a true copy and per the ▇▇▇▇▇▇ Supervision Agreement with the Construction Supervisor in full force and effect by a director or the legal manager respect of the Purchaser, Vessels; and (h) the relevant owners or disponent owners of (i) a resolution each of the board Other Grindrod Vessels shall each enter into a commercial shipmanagement agreement with the Approved Commercial Manager in respect of directors those Other Grindrod Vessels. 3.2 Following the date of Completion, Vitol shall use all reasonable endeavours to arrange the following matters: (a) execution of the Purchaser authorising its entry into Novation Agreements by the transactions contemplated by this AgreementBuilder; and, if relevant, (iib) a Power issuance of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf each Refund Guarantee in favour of the Purchaser; execute and deliver those relevant Owner. Pending the occurrence of the Assignment effective date under the Novation Agreements and following payment of the Novation Consideration, Vitol shall procure that Elandra acts as agent for each Owner in respect of the relevant Shipbuilding Contract and related Refund Guarantee in accordance with the Agency Letter. 3.3 Each Party agrees with the other Party that it shall take such steps as lie within its power to procure and ensure that each Group Company performs its respective obligations under the Transaction Documents to which it is they are respectively a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to itparty. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the Purchaser. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

Completion. 4.1 Each Party undertakes to use reasonable endeavors to procure that Completion under this Agreement in respect of each Purchaser shall occur simultaneously. 4.2 Notwithstanding Clause 4.1, if any of the Conditions Precedent in respect of the Seller are not satisfied or are not waived by each Purchaser prior to the Long Stop Date, then each Purchaser (a “Postponed Purchaser”) shall have the right to delay Completion in respect of the Seller's Sale Shares set out against its name in the “Sale Shares” table in Annexure I until such date as agreed between the Postponed Purchaser and the Seller, and such delayed Completion shall proceed in accordance with Clauses 4.4 to 4.7. 4.3 Completion shall take place at on the offices of the Seller at a time agreed by the PartiesCompletion Date. 4.2 4.4 On the Completion Date for a Purchaser: (a) the Seller shall exercise his votes at shareholders’ meetings such that he does not prevent the Company from doing all but not part things necessary to approve the transfer of the following business shall be transacted: 4.2.1 The Sale Shares to such Purchaser, including entering the name of such Purchaser shall: pay in the register of members of the Company as the holder of the Sale Shares and endorsing the transfer of shares on the share certificates relating to the Seller, or pay Sale Shares; (b) on receipt of the SWIFT confirmation from such Purchaser indicating proof of remittance of the relevant portion of the Consideration (to him in accordance with a direction from an Affiliate to an AffiliateClause 4.4(c) below), the Consideration as increased or decreased by Seller shall instruct the Working Capital Adjustment; deliver Company to proceed with the Seller actions specified in Clauses 4.5 and 4.7; (c) such Purchaser shall instruct its bank 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 credit: (i) a resolution the Consideration specified in the cell that corresponds to such Purchaser in the “Consideration” table in Annexure I in full to Seller’s Designated Account by way of wire transfer which shall, be free and clear of, and without deductions or withholdings for or on account of any tax, or other deductions of any nature, by way of wire transfer; and (d) The Seller shall submit the SMF / Form FC-TRS (as applicable under the Foreign Exchange Management Act, 1999) with the concerned authorized dealer bank in connection with the sale of the board Sale Shares and shall provide due acknowledgement of directors filing to the Purchasers. 4.5 Upon receipt by the Company of the acknowledged copy of Form FC-TRS / SMF from the concerned authorised dealer, the Board shall hold a meeting at shorter notice and pass the following resolutions in a form and manner acceptable to such Purchaser: (i) approving the transfer of such Purchaser’s allocation of the Sale Shares to it; (ii) approving the endorsement of the name of such Purchaser authorising its on the share certificates in relation to such Purchaser’s allocation of the Sale Shares; (iii) approving the entry into of the transactions contemplated by this Agreementname of such Purchaser in the register of members of the Company as the registered holder of such Purchaser’s allocation of the Sale Shares; and (iv) authorising such other acts as may be necessary to give effect to such Purchaser’s Completion. 4.6 Following Completion, if relevantthe Company shall promptly provide to each Purchaser, (i) certified true copies of the resolutions passed by the Board pursuant to Clause 4.5 above, (ii) the duly endorsed share certificates in original reflecting each Purchaser that participated in the Completion as the owner of its allocation of the Sale Shares, and (iii) a Power certified extract of Attorney authorising a person or persons the updated register of members of the Company which reflects each Purchaser that participated in the Completion as the registered holder of its allocation of the Sale Shares. 4.7 Subject to sign Clause 4.2, it is clarified that the transactions contemplated under this Agreement and to be consummated on the Assignment Documents on behalf of relevant Completion Date as against the Purchaser; execute and deliver those of the Assignment Documents Seller shall be deemed to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to it. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to occur simultaneously in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors respect of the Seller authorising and no such transaction against the Seller shall be consummated unless all such transactions are consummated against the Seller. 4.8 If any Purchaser transfers an amount in excess of its entry into portion of the transactions contemplated Consideration, the Seller shall refund the excess to the relevant Purchaser by no later than 5 (five) Business Days following Completion (or, if earlier, the date of termination of this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the Purchaser). 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

Completion. 4.1 5.1 Completion under this Agreement shall take place at the offices of the Seller at a time agreed by the Parties. 4.2 On the as soon as possible but in any event not later than 30th June 2011 (“Completion Date Date”) when all (but not part only) of the following business shall be transactedtransacted (“Completion”): 5.2 the Vendor shall deliver or cause to be delivered to the Purchaser: 4.2.1 The (i) duly executed instrument(s) of transfer and sold note(s) in respect of the Sale Share in favour of the Purchaser shall: pay (and/or its nominee(s) provided that the name(s) of the nominee(s) shall have been given to the Seller, or pay in accordance with a direction from an Affiliate to an Affiliate, the Consideration as increased or decreased by the Working Capital Adjustment; deliver to the Seller (to the extent not already delivered Vendor at least two business days prior to Completion) accompanied by the relevant certificate(s) for the Sale Share; (ii) certified true copies of any powers of attorney or other authorities under which the transfers and sold notes in respect of the Sale Share and the said Loan have been executed; and (iii) a certified true copy of the releases, consents, approvals, confirmations resolutions or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Purchaser; deliver to the Seller (to the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Purchaser, of (i) a resolution minutes of the board of directors of the Purchaser authorising its entry into Company approving the transactions contemplated as stipulated in clause 5.1(a) and 5.1(b); (b) the Vendor shall procure that: (i) if requested by this Agreement; andthe Purchaser, if relevant, each of the directors of the Company (“Director”) shall deliver a letter of resignation as a Director substantially in the form set out in Part A of Schedule to be dated the Completion Date; (ii) if requested by the Purchaser at least three business days prior to the Completion Date, the secretary of the Company shall resign as secretary by a Power letter substantially in the form set out in Part A of Attorney authorising Schedule with effect from Completion; (iii) if requested by the Purchaser at least three business days prior to the Completion Date, the existing auditors of the Company shall resign with effect from Completion by a person or persons to sign this Agreement letter substantially in the form set out in Part B of Schedule and the Assignment Documents on behalf of Vendor shall procure the Purchaser; execute and deliver those of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to it. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver delivery to the Purchaser (to of the extent not already delivered prior to Completion): the Assignment Documents duly executed by originals of all the Relevant Third Parties letters of resignation or such other than the Purchaser; a copy evidence of other releases, consents, approvals, confirmations or waivers, if any, such resignations as are referred to in this Clause 2.2 5.1(b) as the Purchaser may deem sufficient; (iv) all authorities and obtained by or on behalf mandates to operate bank accounts and bank facilities of the Seller; a copy, certified Company (if any) shall be amended in such manner as a true copy the Purchaser shall have requested in writing at least three business days prior to the Completion Date and in full force subject as aforesaid authority shall be given to such persons as the Purchaser shall nominate to operate such bank accounts and effect by a director or bank facilities and the legal manager Vendor shall procure the delivery to the Purchaser of the Seller, originals of (iresolutions or minutes of the meeting(s) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this AgreementDirectors which approve such amendments to bank authorities and mandates; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the Purchaser. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

Completion. 4.1 Completion Part 1: What the Sellers shall deliver to the Buyer at Completion 1. At Completion, the Sellers shall deliver or cause to be delivered to the Buyer the following documents and evidence: (a) transfers of the Sale Shares executed by the registered holders in favour of the Buyer or its nominees; (b) the share certificates for the Sale Shares in the names of the registered holders or an indemnity in the agreed form for any lost certificates; (c) the waivers, consents and other documents required to enable the Buyer and/or its nominees to be registered as the holders of the Sale Shares including, but not limited to, those relating to limitations on transfer of shares/pre-emption rights contained in the Articles of Association; (d) an irrevocable power of attorney in agreed form given by the Sellers in favour of the Buyer or its nominees to enable the Buyer (or its proxies) to exercise all voting and other rights attaching to the Sale Shares before the transfer of the Sale Shares is registered in the register of members; (e) the original of any power of attorney under which any document to be delivered to the Buyer under this Agreement shall take place paragraph 1 has been executed; (f) The statutory registers and minute books (written up to the time of Completion), certificate of incorporation and any certificates of incorporation on change of name of the Company; (g) the written resignation, executed as a deed and in the agreed form, of the directors and secretaries of the Company from their offices and employment with the Company and in each case acknowledging under seal that he has no claim against the Company whether for loss of office or otherwise; (h) the written resignation of the auditors of the Company by: (i) a statement that there are no circumstances connected with the auditors´ resignation which should be brought to the notice of the members or creditors of the Company; and (ii) a written assurance that the resignation and statement have been, or will be, deposited at the offices registered office of the Seller at a time agreed by the Parties. 4.2 On the Completion Date all but not part of the following business shall be transacted: 4.2.1 The Purchaser shall: pay to the Seller, or pay Company in accordance with a direction from an Affiliate to an Affiliate, section 394 of the Consideration as increased or decreased by the Working Capital Adjustment; deliver to the Seller Companies ▇▇▇ ▇▇▇▇; (to the extent not already delivered prior to Completioni) a copy of the releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf new articles of association of the Purchaser; deliver Company appropriate for filing at Companies House; (j) a certified copy of the minutes of the board meetings held pursuant to Part 2 of this Schedule 3; (k) in relation to the Seller Company: (to i) statements from each bank at which it has an account, giving the extent not already delivered prior to balance of each account at the close of business on the last Business Day before Completion; (ii) a copyall cheque books in current use and written confirmation that no cheques have been written since those statements were prepared; (iii) details of their cash book balances; and (iv) reconciliation statements reconciling the cash book balances and the cheque books with the bank statements delivered; (l) the Deed of Surrender. (m) The New Lease (n) evidence, certified as a true copy and in full force and effect by a director agreed form, that any indebtedness or the legal manager other liability of the Purchaserkind described in paragraph 13 of Part 2.1 (Transactions with Warrantors) has been discharged; (o) evidence, in agreed form, that the Company has been discharged from any responsibility for the indebtedness, or for the default in the performance of any obligation, of any other person; and (p) all charges, mortgages, debentures and guarantees to which the Company is a party and, in relation to each such instrument and any covenants connected with it: (i) a resolution of sealed discharge or release in the board of directors of the Purchaser authorising its entry into the transactions contemplated by this Agreementagreed form; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement sworn and the Assignment Documents on behalf completed Form 403a (declaration that part of the Purchaser; execute and deliver those of the Assignment Documents to which it is a signatory; and perform such other actions and execute such other documents as may be required to transfer the Interests to it. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations property or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the Purchaser. 4.2.3 Title to the Interests shall pass undertaking charged has been released from the Seller to the Purchaser upon Completioncharge).

Completion. 4.1 5.1 Completion under this Agreement shall take place at the offices of the Seller at a time agreed by the Parties. 4.2 On 9.a.m. am on the Completion Date all but not part (or at such other place, on such other time and/or day as the Parties may agree). 5.2 At Completion, the Vendor shall: (a) deliver or cause to be delivered to the Purchaser and/or its nominee: (i) evidence reasonably satisfactory to the Purchaser that the Conditions Precedent in Clause 4.1 (which are applicable to the Vendor) of this Agreement have been fulfilled; (ii) the instrument(s) of transfer and the bought and sold notes of the following business shall Sale Share duly executed by the Vendor as registered holder thereof in favour of the Purchaser or its nominee together with the related share certificate(s); (iii) draft register of members of the Company reflecting the shareholding of the Company after Completion; (iv) such other documents as may be transacted: 4.2.1 The reasonably required by the Purchaser shall: pay to, among other things, give good title to the Seller, Sale Share free from all Encumbrances and third party rights of any kind and to enable the Purchaser or pay in accordance with a direction from an Affiliate its nominees to an Affiliate, become the Consideration as increased or decreased by the Working Capital Adjustmentregistered holder thereof; deliver to the Seller and (to the extent not already delivered prior to Completionv) a certified copy of the releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Purchaser; deliver to the Seller (to the extent not already delivered prior to Completion) a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Purchaser, of (i) a resolution resolutions of the board of directors of the Company (the “Board”) approving the matters set out in Clause 5.2(b); (b) procure that the following businesses shall be approved in the Board’s resolution of the Company: (i) the Board of the Company shall approve the transfer of the Sale Share and the Purchaser authorising or its entry into nominee shall be duly registered as the transactions contemplated by this Agreement; andholder of the Sale Share in the register of members of the Company, if relevant, subject to the memorandum and articles of association of the Company; (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf Board of the Purchaser; execute and deliver those Company shall resolve that the share certificate in respect of the Assignment Documents to which it is a signatory; Sale Share be duly issued and perform such other actions and execute such other documents as may be required to transfer the Interests to it. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver delivered to the Purchaser and/or its nominee; and (iv) the Board of the Company shall approve to do all such acts and things and to sign any documents reasonably required to give effect to the extent not already transaction as contemplated under this Agreement. 5.3 At Completion, the Purchaser shall deliver or cause to be delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; Vendor: (a) a certified copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained the resolutions passed by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into Purchaser approving the transactions contemplated by execution and performance of this Agreement; and, if relevant, ; (iib) a Power of Attorney authorising a person or persons evidence reasonably satisfactory to sign this Agreement and the Assignment Documents on behalf of Vendor that the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests Conditions Precedent in Clause 4.1 (which are applicable to the Purchaser.) of this Agreement have been fulfilled; 4.2.3 Title (c) evidence reasonably satisfactory to the Interests shall pass from Vendor that the Seller payment of US$20,000 has been wired to the Purchaser upon Completion.designated bank account by the Vendor;

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

Completion. 4.1 Subject to the Conditions Precedent being fulfilled or (as the case may be) waived, Completion shall take place at 20/F., Alexandra House, 16-20 Ch▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ (▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇mpany and the Subscriber shall agree in writing) at 11:00 a.m. Hong Kong time on the third Business Day next following the date of fulfilment of the Conditions Precedent (other than the Condition Precedent set out in Clause 3.1(g), (h), (i) and (j)) last in time to be fulfilled or waived by the Subscriber (as the case may be) (or such other date as the parties and the parties to the Other Subscription Agreements may agree in writing) (such date being the "Completion Date") to the intent that Completion of the Subscription and completion of the subscription of Notes under this Agreement the Other Subscription Agreements shall take place at the offices of the Seller at a same time agreed by the Partiesand place. 4.2 On the At Completion Date all (but not part some only) of the following business shall be transacted:transacted:- 4.2.1 The Purchaser shall: pay to (a) the Seller, or pay in accordance with a direction from an Affiliate to an Affiliate, the Consideration as increased or decreased by the Working Capital Adjustment; Company shall deliver to the Seller Subscriber (i) a certified copy of the board resolution of the Company approving and authorising the execution and completion of this Agreement, the issue to the Subscriber (or as it may direct) of the Subscription Note by the Company and the execution of the Trust Deed; (ii) certified copies of documentary or other evidence reasonably satisfactory to the Subscriber showing that the Conditions Precedent (to the extent not already delivered prior to Completionwaived) have been fulfilled; (iii) the Subscription Note duly issued in favour of the Subscriber or as it may direct; (iv) a certified copy of the releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 Trust Deed 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 Paying 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 Conversion Agency Agreement; and (b) the Subscriber shall deliver a banker's draft issued by a licensed or registered bank in Hong Kong in the amount of HK$300 million made payable to the Company or such other person as the Company may direct or effect payment by telegraphic transfer to an account designated by the Company. 4.3 Neither the Company nor the Subscriber shall be obliged to proceed to Completion if the Other Subscription Agreements cannot be completed at the same time. Accordingly, if relevantany of the Other Subscription Agreements cannot be completed at the same time, the Company or the Subscriber may by notice in writing to the other elect to:- (iia) defer Completion to a Power date not more than 28 days after the said date (and so that the provisions of Attorney authorising a person or persons this Clause 4 (except this Clause 4.3) shall apply to sign Completion as so deferred); or (b) terminate this Agreement and without any liability on the Assignment Documents on behalf part of the Purchaser; execute and deliver those Company or the Subscriber. 4.4 In the event of a termination of this Agreement pursuant to Clause 4.3, all obligations of each of the Assignment Documents parties under this Agreement, save for Clauses 7 to which it is a signatory; 11, shall cease and perform such determine and neither party shall have any claim against any other actions and execute such other documents as may be required to transfer the Interests to it. 4.2.2 The Seller shall, after confirmation party in respect of receipt any matter arising out of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered or in connection with this Agreement except for any breach arising prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the Purchasertermination. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.

Completion. ‌ 4.1 Completion under this Agreement shall take place at 11 a.m. (Hong Kong time) on the offices Completion Date at the office of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, 8th Floor, The Hong Kong Club Building, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, or at such other date, time or place as the Seller at a time agreed by the PartiesSubscriber and Company may agree in writing. 4.2 On At Completion, the Completion Date all but not part of the following business shall be transactedCompany shall: 4.2.1 The Purchaser shall: pay (a) deliver, or procure to be delivered, to the Seller, or pay in accordance with a direction from an Affiliate to an Affiliate, the Consideration as increased or decreased by the Working Capital Adjustment; deliver to the Seller (to the extent not already delivered prior to Completion) Subscriber a copy of the releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by or on behalf minutes 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 board of directors or the legal manager board resolutions of the PurchaserCompany, of approving; (i) this Agreement and the transactions contemplated thereunder; (ii) the allotment and issue of the Subscription Shares and the entry of the name of the Subscriber into the register of members of the Company as holder of the Subscription Shares; (b) deliver, or procure to be delivered, to the Subscriber a resolution copy of the minutes of the EGM or shareholders resolutions of the Company, approving: (i) this Agreement and the transactions contemplated thereunder; (ii) the allotment and issue of the Subscription Shares and the entry of the name of the Subscriber into the register of members of the Company as holder of the Subscription Shares, to the reasonable satisfaction of the Subscriber; (c) subject to payment of the Subscription Monies by the Subscriber, duly allot and issue the Subscription Shares in accordance with this Agreement and procure the definitive share certificate(s) representing the number of Subscription Shares that the Subscriber has subscribed for under Clause 3 to be delivered and deposited to the CCASS stock account as shall be notified by the Subscriber to the Company five Business Days prior to the Completion Date; and (d) deliver, or procure to be delivered, to the Subscriber a copy of the Listing Approval. 4.3 At Completion, the Subscriber shall: (a) deliver, or procure to be delivered, to the Company a copy of the minutes or the resolutions of the board of directors of the Purchaser authorising its entry into the transactions contemplated by this Agreement; andSubscriber, if relevant, (ii) a Power of Attorney authorising a person or persons to sign approving this Agreement and the Assignment Documents on behalf transactions contemplated thereunder, to the reasonable satisfaction of the PurchaserCompany; execute and (b) transfer by wire transfer of immediately available funds and deliver those of without deductions and for value to a bank account to be notified in writing by the Assignment Documents Company to which it is a signatory; and perform the Subscriber the funds representing the Subscription Monies or in such other actions and execute such other documents manner as may be required to transfer agreed in writing between the Interests to itParties. 4.2.2 The Seller shall, after confirmation of receipt 4.4 In respect of the amounts payable under Clause 4.2.1(a)Completion, deliver the Parties agree that: (a) neither Party shall be obliged to complete the Purchaser (Subscription unless the other Party complies in full with all of the obligations provided in this Agreement to the extent not already delivered be performed and/or observed by such Party on or prior to Completion): ; (b) the Assignment Documents duly executed by all Completion shall take place simultaneously with the Relevant Third Parties other than the Purchaser; a copy of other releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 Sale and obtained by or on behalf of the Seller; a copy, certified as a true copy and in full force and effect by a director or the legal manager of the Seller, of (i) a resolution of the board of directors of the Seller authorising its entry into the transactions contemplated by this AgreementPurchase Completion; and, if relevant, (iic) a Power of Attorney authorising a person or persons all actions required to sign this Agreement and be performed on the Assignment Documents Completion Date shall be deemed to be taken to have occurred simultaneously on behalf of the Seller; and perform such other actions and execute such other documents as the Purchaser may reasonably require, to transfer the Interests to the PurchaserCompletion Date. 4.2.3 Title to the Interests shall pass from the Seller to the Purchaser upon Completion.