Common use of Offer Clause in Contracts

Offer. (a) Promptly upon the occurrence of any lapse or withdrawal of the Offer or the end of the Certain Funds Period or the date the Offer is declared unconditional as to acceptances or wholly unconditional or finally closed in accordance with the City Code, the Company will give notice to the Administrative Agent (who shall notify the Lenders) that the same has occurred. (b) Promptly upon satisfaction of the condition specified in Section 429 (1) or (2) of Companies Act for giving a notice under that Section in respect of any Shares and the Offer becoming or being declared unconditional in all respects, the Company shall (a) implement the procedures set out in Section 429 et seq. of the Companies Act to acquire any outstanding Shares and (b) use all commercially reasonable endeavors to acquire 100 per cent of the Shares as promptly as practicable. (c) The Company covenants and agrees that without the prior written agreement of the Syndication Agent and the Administrative Agent the Company will not (i) issue or cause to be issued (or permit any other Affiliate of the Company to issue) any press release or other written public statement, the relevant portion of the text of which has not been previously approved by the Syndication Agent and the Administrative Agent (which such approval shall not be unreasonably withheld or delayed), which makes reference to this Agreement or to some or all of the Lenders in relation to this Agreement unless the public statement is required by applicable law, the City Code or any stock exchange or is in connection with any judicial proceeding concerning this Agreement (in which case the Company shall notify the Syndication Agent and the Administrative Agent and the Lenders as soon as practicable upon becoming aware that the public statement is required) (provided that the Syndication Agent, the Administrative Agent and the Lenders acknowledge that, pursuant to the City Code, (X) a summary of the principal terms of this Agreement will be disclosed in the Offer Document, and (Y) this Agreement will be available for public inspection while the Offer remains open for acceptance) or (ii) take or permit to be taken any step as a result of which the cash portion of the offer price stated in the Offer Document is, or may be required to be, increased beyond the level agreed between the Company, the Syndication Agent and the Administrative Agent from time to time. (d) The Company covenants and agrees that, in respect of the Offer, it will comply with the City Code (subject to any applicable waivers by the Panel), the Financial Services Act ▇▇▇▇, ▇▇e Companies Act and all other applicable laws relevant to the Offer in all material respects. (e) Unless to do so would be a breach of any other provision of this Section 5.08, the Company covenants and agrees that it will from time to time keep the Syndication Agent and the Administrative Agent informed as to the status and progress of the Offer and, in particular, will from time to time upon request give to the Syndication Agent and the Administrative Agent reasonable details as to the current level of acceptances of the Offer and such other matters relevant to the Offer as the Syndication Agent and the Administrative Agent may reasonably request. (f) The Company covenants and agrees, in any event, to give notice to lapse the Offer in the event that 120 days after Announcement Date the Offer has not been declared wholly unconditional as to acceptances, unless the Required Lenders agree in their absolute discretion to extend such period. (g) The Company covenants and agrees to procure that, as soon as legally and practically possible after the date the Offer becomes or is declared unconditional in all respects the Target shall be removed from the Official List of the London Stock Exchange Limited and re-registered as a private company.

Offer. (a) Promptly upon the occurrence of any lapse or withdrawal of the Offer or the end of the Certain Funds Period or the date the Offer is declared unconditional as to acceptances or wholly unconditional or finally closed Provided that this Agreement shall not have been terminated in accordance with Section 8.1 hereof the City Code, Purchaser shall commence the Company will give notice to Offer as promptly as reasonably practicable after the Administrative Agent (who shall notify the Lenders) that the same has occurred.date hereof .. (b) Promptly upon satisfaction The Offer was formally presented by the Company on behalf of the condition specified in Section 429 (1) or (2) Purchaser to the Company’s shareholders at a minimum of Companies Act for giving a notice under that Section in respect 20 days prior to the execution and closing date of any Shares and the Offer becoming or being declared unconditional in all respects, the Company shall (a) implement the procedures set out in Section 429 et seq. of the Companies Act to acquire any outstanding Shares and (b) use all commercially reasonable endeavors to acquire 100 per cent of the Shares as promptly as practicablethis Agreement. (c) The Company covenants and agrees that without the prior written agreement of the Syndication Agent and the Administrative Agent Offer has been made to the Company will not on the basis of 500 shares of IMA Common Stock (ias defined in Section 4.2) issue or cause to be issued in exchange for each one (or permit any other Affiliate 1) share of the Company to issue) any press release or other written public statement, the relevant portion of the text of which has not been previously approved by the Syndication Agent and the Administrative Agent (which such approval shall not be unreasonably withheld or delayed), which makes reference to this Agreement or to some or all of the Lenders in relation to this Agreement unless the public statement is required by applicable law, the City Code or any stock exchange or is in connection with any judicial proceeding concerning this Agreement (in which case the Company shall notify the Syndication Agent and the Administrative Agent and the Lenders as soon as practicable upon becoming aware that the public statement is required) (provided that the Syndication Agent, the Administrative Agent and the Lenders acknowledge that, pursuant to the City Code, (X) a summary of the principal terms of this Agreement will be disclosed in the Offer Document, and (Y) this Agreement will be available for public inspection while the Offer remains open for acceptance) or (ii) take or permit to be taken any step as a result of which the cash portion of the offer price stated in the Offer Document is, or may be required to be, increased beyond the level agreed between the Company, the Syndication Agent and the Administrative Agent from time to timeCapital Stock. (d) The Company covenants and agrees that, in respect Offer has now been deemed accepted by a minimum of 75% of the Offer, it will comply with Company’s shareholders as of the City Code (subject date of signing and closing should no contestation have been so presented by any of the Company shareholders prior to any applicable waivers by the Panel), the Financial Services Act ▇▇▇▇, ▇▇e Companies Act and all other applicable laws relevant to the Offer in all material respectsthis date. (e) Unless The obligation of the Purchaser to do so would accept for payment and pay for shares of Company Capital Stock shall be a breach of any other provision of this Section 5.08, the Company covenants and agrees that it will from time to time keep the Syndication Agent and the Administrative Agent informed as subject to the status satisfaction of the condition that there be validly tendered and progress not withdrawn prior to the expiration of the Offer and, in particular, will from time to time upon request give that number of shares of SSG Common Stock that represents at least 75% of the then outstanding shares of SSG Common Stock and to the Syndication Agent and satisfaction or waiver by the Administrative Agent reasonable details as to the current level of acceptances Purchaser of the Offer and such other matters relevant to the Offer as the Syndication Agent and the Administrative Agent may reasonably requestconditions set forth herein. (f) The Company covenants and agrees, In the event the Purchaser should receive valid acceptances of the Company’s shareholders holding at least 90% of the Company’s Capital Stock then it shall exercise its right in any event, accordance with sections 974 to give notice to lapse 991 of the Offer Companies Ac▇ ▇▇▇▇ (enacted in the event that 120 days after Announcement Date United Kingdom) to compulsorily acquire the Offer has not been declared wholly unconditional remaining 10% of the Company’s Capital Stock on the same terms as to acceptances, unless the Required Lenders agree in their absolute discretion to extend such periodOffer. (g) The Company covenants agrees that no shares of the Company’s Capital Stock held by the Company or any of its Subsidiaries (as defined in Section 9.11 hereof) will be tendered to the Purchaser pursuant to the Offer. (h) Subject to the terms of the Offer and agrees this Agreement and the satisfaction or earlier waiver of all the conditions of the Offer set forth hereto, the Purchaser shall accept for payment and pay for all shares of Company Capital Stock validly tendered and not withdrawn pursuant to procure that, the Offer as soon as legally and practically possible after the date the Offer becomes or it is declared unconditional in all respects the Target shall be removed from the Official List of the London Stock Exchange Limited and re-registered as a private companypermitted to do so under applicable law.

Offer. (ai) Promptly The Offer procedure for 7’765,604 HG’s Shares (the “HG Ownership Procedure”) shall occur upon the occurrence of any lapse or withdrawal cancellation and release of the Offer or the end of the Certain Funds Period or the date the Offer is declared unconditional as to acceptances or wholly unconditional or finally closed HG Shares Encumbrance, in accordance with the City Code, Applicable Law and the Company will give notice terms and conditions set forth in this Section 3 of the Supplementary Agreement. (ii) The HG Ownership Procedure shall be conditional upon the following matters continuing to be true and accurate at the Administrative Agent time of the HG Ownership Procedure: (who shall notify a) all representations and warranties in Section III of the Lenders) that the same has occurredTOSA remain true and accurate. (b) Promptly upon satisfaction of all formal procedures to release and cancel the condition specified HG Shares’ Encumbrance have been completed in Section 429 (1) or (2) of Companies Act for giving a notice under that Section in respect of any Shares and accordance with the Offer becoming or being declared unconditional in all respects, the Company shall (a) implement the procedures set out in Section 429 et seq. of the Companies Act to acquire any outstanding Shares and (b) use all commercially reasonable endeavors to acquire 100 per cent of the Shares as promptly as practicableLaw. (c) The Company covenants and agrees that without besides the prior written agreement of the Syndication Agent and the Administrative Agent the Company will not (i) issue or cause to be issued (or permit any HG Shares’ Encumbrance, no other Affiliate of the Company to issue) any press release or other written public statement, the relevant portion of the text of which has not encumbrances have been previously approved by the Syndication Agent and the Administrative Agent (which such approval shall not be unreasonably withheld or delayed), which makes reference to this Agreement or to some or all of the Lenders in relation to this Agreement unless the public statement is required by applicable law, the City Code or any stock exchange or is in connection with any judicial proceeding concerning this Agreement (in which case the Company shall notify the Syndication Agent and the Administrative Agent and the Lenders as soon as practicable upon becoming aware that the public statement is required) (provided that the Syndication Agent, the Administrative Agent and the Lenders acknowledge that, pursuant to the City Code, (X) a summary of the principal terms of this Agreement will be disclosed in the Offer Document, and (Y) this Agreement will be available for public inspection while the Offer remains open for acceptance) or (ii) take or permit to be taken any step as a result of which the cash portion of the offer price stated in the Offer Document is, or may be required to be, increased beyond the level agreed between the Company, the Syndication Agent and the Administrative Agent from time to time.created over HG Shares; (d) The Company covenants and agrees thatthere has been no event of default of the Transaction Documents which continues unremedied; (e) none of the Transactions Documents have been terminated or exist any grounds for termination pursuant to the provisions in the Transaction Documents; (f) no petition for insolvency, liquidation or bankruptcy in respect of the Offer, it will comply with the City Code (subject to any applicable waivers by the Panel), the Financial Services Act ▇▇. ▇▇▇▇▇ ▇▇▇▇▇ and/or the Company have been made in accordance with the provisions of the Peruvian General Insolvency Law – Law N° 27809 (Ley General del Sistema Concursal). (iii) Upon satisfaction of the abovementioned conditions, ▇▇e Companies Act . ▇▇▇▇▇ ▇▇▇▇▇ and all other applicable laws relevant the Offeror will comply as following: (a) ▇▇. ▇▇▇▇▇ ▇▇▇▇▇ shall transfer the ownership of 7’765,604 HG Shares (the “HG Ownership Rights Shares”) to the Offer in all material respectsOfferor and the Offeror shall pay as consideration for the ownership of the HG Ownership Rights Shares the amount equivalent to: Where: OPAC = OPA Consideration PRC = Political Rights Consideration paid for the Shares pursuant to Section 2(iv) hereof RTT = Remaining days of the Trust The consideration agreed above will be paid by the Offeror to the Sellers’ Dealer by wire transfer of immediately available funds. (eb) Unless In case the HG Shares Encumbrance is partially cancelled, ▇▇. ▇▇▇▇▇ ▇▇▇▇▇ shall transfer the released HG Shares in a 1:1 ratio: the Ownership Rights of 50% of the released HG Shares shall be transfer to do so would be a breach of any other provision of this Section 5.08, the Company covenants and agrees that it will from time to time keep the Syndication Agent Offeror and the Administrative Agent informed as Political Rights of the other 50% of the released HG Shares shall be transfer to the status and progress of the Offer and, in particular, will from time to time upon request give to the Syndication Agent and the Administrative Agent reasonable details as to the current level of acceptances of the Offer and such other matters relevant to the Offer as the Syndication Agent and the Administrative Agent may reasonably requestTrust. (f) The Company covenants and agrees, in any event, to give notice to lapse the Offer in the event that 120 days after Announcement Date the Offer has not been declared wholly unconditional as to acceptances, unless the Required Lenders agree in their absolute discretion to extend such period. (g) The Company covenants and agrees to procure that, as soon as legally and practically possible after the date the Offer becomes or is declared unconditional in all respects the Target shall be removed from the Official List of the London Stock Exchange Limited and re-registered as a private company.

Offer. By notice given to the Partnership and each other Partner (aother than any Exclusive Limited Partner) Promptly upon within thirty (30) days after the occurrence of any lapse or withdrawal date of the Offer or PMV Notice, any Notice Partner (any such Notice Partner to then be referred to as a "Registering Partner") may make an offer (the end of the Certain Funds Period or the date the Offer is declared unconditional as "Registration Firm Offer") to acceptances or wholly unconditional or finally closed in accordance with the City Code, the Company will give notice sell to the Administrative Agent other Partners (including any Notice Partner who shall notify has not given a Registration Firm Offer within the Lendersthirty (30) that day period for the same has occurred. delivery of such Registration Firm Offer but excluding any other Registering Partner and any Exclusive Limited Partner) (bthe "Registration Offerees") Promptly upon satisfaction its Registration Interest for the Public Market Value of such Registration Interest. If the condition specified in Section 429 (1) or (2) of Companies Act for giving a notice under that Section in respect of any Shares and the Offer becoming or being declared unconditional in all respects, the Company shall (a) implement the procedures set out in Section 429 et seq. of the Companies Act to acquire any outstanding Shares and (b) use all commercially reasonable endeavors to acquire 100 per cent of the Shares as promptly as practicable. (c) The Company covenants and agrees that without the prior written agreement of the Syndication Agent and the Administrative Agent the Company will not Partnership receives (i) issue or cause to be issued (or permit any other Affiliate of the Company to issue) any press release or other written public statement, the relevant portion of the text of which has not been previously approved by the Syndication Agent and the Administrative Agent (which such approval shall not be unreasonably withheld or delayed), which makes reference to this Agreement or to some or Registration Firm Offers from all of the Lenders in relation to this Agreement unless the public statement is required by applicable law, the City Code or any stock exchange or is in connection with any judicial proceeding concerning this Agreement (in which case the Company shall notify the Syndication Agent and the Administrative Agent and the Lenders as soon as practicable upon becoming aware that the public statement is required) (provided that the Syndication Agent, the Administrative Agent and the Lenders acknowledge that, pursuant Notice Partners prior to the City Code, expiration of such thirty (X30) a summary of the principal terms of this Agreement will be disclosed in the Offer Document, and (Y) this Agreement will be available for public inspection while the Offer remains open for acceptance) day period or (ii) take Registration Firm Offers from at least one Notice Partner on or permit to be taken any step as a result of which before the cash portion of the offer price stated in the Offer Document is, or may be required to be, increased beyond the level agreed between the Company, the Syndication Agent and the Administrative Agent from time to time. thirtieth (d30th) The Company covenants and agrees that, in respect of the Offer, it will comply with the City Code (subject to any applicable waivers by the Panel), the Financial Services Act ▇▇▇▇, ▇▇e Companies Act and all other applicable laws relevant to the Offer in all material respects. (e) Unless to do so would be a breach of any other provision of this Section 5.08, the Company covenants and agrees that it will from time to time keep the Syndication Agent and the Administrative Agent informed as to the status and progress of the Offer and, in particular, will from time to time upon request give to the Syndication Agent and the Administrative Agent reasonable details as to the current level of acceptances of the Offer and such other matters relevant to the Offer as the Syndication Agent and the Administrative Agent may reasonably request. (f) The Company covenants and agrees, in any event, to give notice to lapse the Offer in the event that 120 days after Announcement Date the Offer has not been declared wholly unconditional as to acceptances, unless the Required Lenders agree in their absolute discretion to extend such period. (g) The Company covenants and agrees to procure that, as soon as legally and practically possible day after the date of the PMV Notice, the Partnership shall promptly give notice (the "Firm Offer becomes or Commencement Notice") to each Partner stating that such Registration Firm Offers have been delivered as of the date of such Firm Offer Commencement Notice. If the aggregate amount of Registration Interest(s) for which Registration Firm Offers are given is declared unconditional in all respects less than the Target Minimum Offering Amount, then each Registering Partner shall have the right to increase the Registration Interest so offered by it by the amount by which the aggregate Registration Interest(s) for which Registration Firm Offer(s) have previously been given is less than the Minimum Offering Amount (which right as among the Registering Partners shall be removed from apportioned pro rata based upon the Official List relative Registration Interests of the London Stock Exchange Limited Registering Partners unless otherwise agreed), by giving notice to the Partnership Board and re-registered each other Partner amending its Registration Firm Offer to effect such increase by the tenth (10th) day following the date of the Firm Offer Commencement Notice; provided, that in such event the Firm Offer Commencement Notice shall be deemed to have been given as a private companyof the end of such ten (10) day period. If, as of the end of such ten (10) day period, the aggregate Registration Interest(s) so offered pursuant to the Registration Firm Offer(s), as so amended, are less than the Minimum Offering Amount, then all of such Registration Firm Offers shall be deemed to have been rejected and withdrawn.

Offer. (a) Promptly upon the occurrence of any lapse or withdrawal of the Offer or the end of the Certain Funds Period or the date the Offer is declared unconditional as to acceptances or wholly unconditional or finally closed Provided that this Agreement shall not have been terminated in accordance with Section 7.1, and none of the City Codeevents or conditions listed in clause (c) of Annex I hereto (“Annex I”) shall have occurred and be continuing, Purchaser shall, and Parent shall cause Purchaser to, commence (within the Company will give notice to meaning of Rule 14d-2 under the Administrative Agent Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (who shall notify the Lenders“Exchange Act”)) that the same has occurredOffer as promptly as reasonably practicable following the Go-Shop Period Termination Date, but no later than five (5) Business Days thereafter (or such other date as the parties may mutually agree in writing). (b) Promptly Subject to (i) there being validly tendered in the Offer and not properly withdrawn prior to the Expiration Date that number of Shares that, together with (x) the number of Shares, if any, then owned of record by Parent or Purchaser or with respect to which Parent or Purchaser otherwise has, directly or indirectly, sole voting power, and (y) the number of shares of Company Common Stock that are issuable upon satisfaction exercise of Options, that are held in trust pursuant to the Company's Director Stock Unit Program or that constitute restricted shares, in each case whose holders have executed the Stockholders’ Agreement, represents at least two-thirds (⅔) of all outstanding Shares (determined on a Fully Diluted Basis and inclusive of those Shares tendered pursuant to the Stockholders’ Agreement) entitled to vote (A) in the election of directors, (B) upon the adoption of this Agreement and approval of the condition specified Merger, and (C) upon an amendment of the Company’s Charter, on the date Shares are accepted for payment (collectively, the “Minimum Condition”) and (ii) the satisfaction or waiver by Parent or Purchaser of the other conditions and requirements set forth in Section 429 Annex I, Purchaser shall, and Parent shall cause Purchaser to, accept for payment and pay for all Shares validly tendered and not properly withdrawn pursuant to the Offer as promptly as practicable after Purchaser is legally permitted to do so under applicable Law (1) the date and time of acceptance for payment, the “Acceptance Time”). Parent shall provide or (2) of Companies Act cause to be provided to Purchaser on a timely basis funds sufficient to purchase and pay for giving a notice under any and all Shares that Section Purchaser becomes obligated to accept for payment and purchase pursuant to the Offer. The Offer Price payable in respect of any Shares each Share validly tendered and not properly withdrawn pursuant to the Offer becoming or being declared unconditional shall be paid net to the holder of such Share in all respectscash, the Company shall (a) implement the procedures set out without interest, subject to any withholding of Taxes required by applicable Law in accordance with Section 429 et seq. of the Companies Act to acquire any outstanding Shares and (b) use all commercially reasonable endeavors to acquire 100 per cent of the Shares as promptly as practicable2.2(e). (c) The Company covenants Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and agrees that without the prior written agreement conditions of the Syndication Agent Offer in accordance with this Agreement, including the Minimum Condition and the Administrative Agent other conditions and requirements set forth in Annex I. Parent and Purchaser expressly reserve the right to increase the Offer Price, waive any condition to the Offer (except the Minimum Condition) or to make any other changes in the terms and conditions of the Offer; provided, however, that, unless previously approved by the Company will in writing, Purchaser shall not (i) issue or cause to be issued (or permit any other Affiliate of decrease the Company to issue) any press release or other written public statement, the relevant portion of the text of which has not been previously approved by the Syndication Agent and the Administrative Agent (which such approval shall not be unreasonably withheld or delayed), which makes reference to this Agreement or to some or all of the Lenders in relation to this Agreement unless the public statement is required by applicable law, the City Code or any stock exchange or is in connection with any judicial proceeding concerning this Agreement (in which case the Company shall notify the Syndication Agent and the Administrative Agent and the Lenders as soon as practicable upon becoming aware that the public statement is required) (provided that the Syndication Agent, the Administrative Agent and the Lenders acknowledge that, pursuant to the City Code, (X) a summary of the principal terms of this Agreement will be disclosed Offer Price payable in the Offer DocumentOffer, and (Y) this Agreement will be available for public inspection while the Offer remains open for acceptance) or (ii) take or permit change the form of consideration payable in the Offer, (iii) reduce the maximum number of Shares to be taken purchased in the Offer, (iv) amend or waive the Minimum Condition, (v) amend or modify the other conditions set forth in Annex I in a manner adverse to the holders of Shares, (vi) extend the Expiration Date other than in accordance with this Agreement, or (vii) amend any step as a result of which the cash portion other term of the offer price stated Offer in a manner adverse to the Offer Document is, or may be required to be, increased beyond the level agreed between the Company, the Syndication Agent and the Administrative Agent from time to timeholders of Shares. (d) The Company covenants and agrees thatSubject to the provisions of this Agreement, unless extended in respect accordance with the terms of this Agreement, the Offer shall expire at 5:00 p.m. (Central Daylight Saving Time) on the date that is twenty (20) Business Days following the commencement of the OfferOffer (the “Initial Expiration Date”) or, it will comply if the Offer has been extended in accordance with this Agreement, at the City Code time and date to which the Offer has been so extended (subject the Initial Expiration Date, or such later time and date to any applicable waivers by which the Panel)Offer has been extended in accordance with this Agreement, the Financial Services Act ▇▇▇▇, ▇▇e Companies Act and all other applicable laws relevant to the Offer in all material respects“Expiration Date”). (e) Unless If, on or prior to do so would be a breach any then scheduled Expiration Date, any of any other provision of this Section 5.08, the Company covenants and agrees that it will from time to time keep the Syndication Agent and the Administrative Agent informed as to the status and progress conditions of the Offer andis not satisfied or waived, in particularPurchaser may (without the consent of the Company) extend the Offer for one or more additional periods of up to twenty (20) Business Days with such length as Purchaser determines consistent with applicable Law, will from time provided that each such extension shall be for not more than ten (10) Business Days if all of the conditions set forth on Annex I other than the Minimum Condition have been satisfied or waived at such then scheduled Expiration Date. If, on or prior to time upon request give any then scheduled Expiration Date, the Minimum Condition is not satisfied, Purchaser shall (to the Syndication Agent extent requested in writing by the Company) extend the Offer for up to two periods of not less than ten (10) Business Days each and up to twenty (20) Business Days each with such lengths as Purchaser determines consistent with applicable Law. In addition, Purchaser shall extend the Administrative Agent reasonable details as to the current level of acceptances then scheduled Expiration Date for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the Offer Securities and such other matters relevant to Exchange Commission (the Offer as the Syndication Agent and the Administrative Agent may reasonably request“SEC”) or its staff or NASDAQ. (f) The If the Minimum Condition has been satisfied but the number of Shares that have been accepted for payment pursuant to the Offer (after giving effect to any proper withdrawal of Shares prior to the Expiration Date but without giving effect to Shares issuable upon the exercise of the Top-Up Option), together with (x) the number of Shares, if any, then owned of record by Parent or Purchaser or with respect to which Parent or Purchaser otherwise has, directly or indirectly, sole voting power, and (y) the number of shares of Company covenants and agreesCommon Stock that are issuable upon exercise of Options, that are held in trust pursuant to the Company's Director Stock Unit Program or that constitute restricted shares, in any eventeach case whose holders have executed the Stockholders’ Agreement, represents less than eighty percent (80%) of all outstanding Shares (determined on a Fully Diluted Basis), Purchaser may, in its sole discretion, provide for a “subsequent offering period” (and one or more extensions thereof) in accordance with Rule 14d-11 under the Exchange Act. Subject to give notice the terms and conditions of this Agreement and the Offer, Purchaser shall, and Parent shall cause Purchaser to, immediately accept for payment, and pay for, all Shares that are validly tendered pursuant to lapse the Offer during such “subsequent offering period.” The Offer Documents shall provide for the possibility of a “subsequent offering period” in a manner consistent with the event that 120 days after Announcement Date the Offer has not been declared wholly unconditional as to acceptances, unless the Required Lenders agree in their absolute discretion to extend such periodterms of this Section 1.1(f). (g) Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company, except if this Agreement is terminated pursuant to Article VII. If this Agreement is terminated pursuant to Article VII, Purchaser shall, and Parent shall cause Purchaser to, promptly (and in any event within twenty-four (24) hours of such termination) terminate the Offer and shall not acquire Shares pursuant thereto. If the Offer is terminated by Purchaser, or this Agreement is terminated prior to the purchase of Shares in the Offer, Purchaser shall promptly return, and shall cause any depositary acting on behalf of Purchaser to return, in accordance with applicable Law, all tendered Shares to the registered holders thereof. (h) As soon as practicable on the date of the commencement of the Offer, Parent and Purchaser shall file with the SEC, in compliance with Rule 14d-3 under the Exchange Act, a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall include, as exhibits: the Offer to Purchase, a form of letter of transmittal, the notice of guaranteed delivery, a form of summary advertisement and other ancillary Offer documents and instruments required by the Exchange Act pursuant to which the Offer shall be made (collectively, together with any amendments and supplements thereto, the “Offer Documents”). Parent and Purchaser agree to cause the Offer Documents to be disseminated to holders of Shares, as and to the extent required by the Exchange Act. Parent and Purchaser, on the one hand, and the Company, on the other hand, agree to promptly correct any information provided by such party for use in the Offer Documents, if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law, and Parent and Purchaser agree to cause the Offer Documents, as so corrected, to be filed with the SEC and disseminated to holders of Shares, in each case as and to the extent required by the Exchange Act. The Company covenants and agrees its counsel shall be given a reasonable opportunity to procure that, as soon as legally review the Schedule TO and practically possible after the date the Offer becomes Documents before they are filed with the SEC, and Parent and Purchaser shall give due consideration to the reasonable additions, deletions or is declared unconditional in all respects changes suggested thereto by the Target Company and its counsel. In addition, Parent and Purchaser shall provide the Company and its counsel with copies of any written comments, and shall inform them of any oral comments, that Parent, Purchaser or their counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly after receipt of such comments, and any written or oral responses thereto. The Company and its counsel shall be removed given a reasonable opportunity to review any such written responses and Parent and Purchaser shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Company and its counsel. In the event that Parent and Purchaser receive any comments from the Official List of SEC or its staff with respect to the London Stock Exchange Limited and re-registered as a private companySchedule TO or the Offer Documents, they shall use their respective reasonable best efforts to respond promptly to such comments.

Offer. For the period from the Effective Date until the fifth anniversary of the Effective Date, Tenant shall have a continuing right of first offer (the “Right of First Offer”) to lease (a) Promptly upon the entire second floor, (b) the entire fifth floor, and (c) the entire ninth, tenth and eleventh floors of the Building (each of the space described in clauses (a), (b) and (c) being an “Offering Space”) at such time as the existing tenants therefor fail to exercise their extension options in existence as of the date of the Fifth Amendment or the applicable lease is otherwise terminated (the occurrence of either making the applicable Offering Space “Available for Lease”). Landlord represents and warrants that no party other than the current tenant has any lapse expansion right superior to the right of Tenant hereunder. If Offering Space becomes Available for Lease, Landlord shall not enter into a new lease for any such space without first giving Tenant written notice (an “Advice”) that Offering Space is or withdrawal of will be coming available for leasing and granting Tenant the Offer or the end of the Certain Funds Period or the date the Offer is declared unconditional opportunity to lease such space (as to acceptances or wholly unconditional or finally closed well as any other space described therein) in accordance with this Section. Landlord shall provide Tenant with an Advice promptly after Landlord has determined that Offering Space is Available for Lease (but prior to leasing the City CodeOffering Space to a third party). The Advice shall describe with specificity the space that Landlord offers to Lease to Tenant (the “Expansion Space”) including, without limitation, Landlord’s determination of gross rentable square feet and location, the Company date on which the Expansion Space is expected to be available for delivery to Tenant, the parking rights that will give be granted, and the base rent, base year and tenant improvement allowance at which the Expansion Space is offered. Tenant may lease the Expansion Space in its entirety only, under such terms, by delivering written notice of exercise to Landlord (“Notice of Exercise”) within ninety (90) days after the Administrative Agent receipt of the Advice (who shall notify “ROFO Exercise Period”), unless the Lenders) Advice states that the same has occurred. (b) Promptly upon satisfaction Offering Space became available because of a early termination of the condition specified in Section 429 (1) or (2) of Companies Act lease for giving a notice under that Section in respect of any Shares and the Offer becoming or being declared unconditional in all respects, the Company shall (a) implement the procedures set out in Section 429 et seq. of the Companies Act to acquire any outstanding Shares and (b) use all commercially reasonable endeavors to acquire 100 per cent of the Shares as promptly as practicable. (c) The Company covenants and agrees that without the prior written agreement of the Syndication Agent and the Administrative Agent the Company will not (i) issue or cause to be issued (or permit any other Affiliate of the Company to issue) any press release or other written public statement, the relevant portion of the text of which has not been previously approved by the Syndication Agent and the Administrative Agent (which such approval shall not be unreasonably withheld or delayed), which makes reference to this Agreement or to some or all of the Lenders in relation to this Agreement unless the public statement is required by applicable law, the City Code or any stock exchange or is in connection with any judicial proceeding concerning this Agreement (Offering Space in which case the Company ROFO Exercise Period shall notify be forty five (45) days. During such ROFO Exercise Period Landlord shall permit Tenant to physically inspect the Syndication Agent and the Administrative Agent and the Lenders as soon as practicable upon becoming aware that the public statement is required) (provided that the Syndication Agent, the Administrative Agent and the Lenders acknowledge that, pursuant Expansion Space. Expansion Space accepted by Tenant shall be deemed to be “Accepted Expansion Space”. Notwithstanding anything herein to the City Codecontrary, Tenant shall have no Right of First Offer and Landlord need not provide Tenant with an Advice, if: (Xi) a summary of Tenant is in default under this Lease (beyond all applicable notice and grace periods) at the principal terms of this Agreement will be disclosed in time Landlord would otherwise deliver the Offer Document, and (Y) this Agreement will be available for public inspection while the Offer remains open for acceptance) or Advice; or (ii) take the Premises, or permit to be taken any step as a result of which the cash portion more than 32% of the offer price stated in Premises, is sublet to other than a Related Entity at the Offer Document is, or may be required to be, increased beyond time Landlord would otherwise deliver the level agreed between the Company, the Syndication Agent and the Administrative Agent from time to time.Advice; or (diii) the Lease has been assigned to other than a Related Entity prior to the date Landlord would otherwise deliver the Advice; or (iv) neither Tenant nor a Related Entity is occupying the Premises on the date Landlord would otherwise deliver the Advice; or (v) the Offering Space is not intended for the exclusive use of Tenant or a Related Entity during the Term. The Company covenants and agrees that, in rights of Tenant hereunder with respect of the Offer, it will comply with the City Code (subject to any applicable waivers by Advice shall terminate on the Panel), earlier to occur of: (i) Tenant’s failure to exercise its Right of First Offer within the Financial Services Act ▇▇▇▇, ▇▇e Companies Act ROFO Exercise Period and all other applicable laws relevant to (ii) the Offer in all material respects. (e) Unless to do so date Landlord would be a breach of any other provision of this Section 5.08, the Company covenants and agrees that it will from time to time keep the Syndication Agent and the Administrative Agent informed as to the status and progress have provided Tenant an Advice if one or more of the Offer andconditions set forth above is satisfied, in particular, will from time to time upon request give to the Syndication Agent and the Administrative Agent reasonable details as to the current level notice of acceptances of the Offer and such other matters relevant to the Offer as the Syndication Agent and the Administrative Agent may reasonably request. (f) The Company covenants and agrees, in any event, to give notice to lapse the Offer in the event that 120 days after Announcement Date the Offer has not been declared wholly unconditional as to acceptances, unless the Required Lenders agree in their absolute discretion to extend such period. (g) The Company covenants and agrees to procure that, as soon as legally and practically possible after the date the Offer becomes or is declared unconditional in all respects the Target which shall be removed from the Official List of the London Stock Exchange Limited and re-registered as a private companyconcurrently delivered to Tenant.

Offer. Provided that this Agreement shall not have been terminated in ----- accordance with Article IX hereof and none of the events set forth in Annex A hereto shall have occurred on or after the date hereof or be existing, as soon as practicable after the date hereof, and in any event within five (a5) Promptly upon business days of the occurrence date hereof, Purchaser will commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act")) a tender offer (the "Offer") for all of the outstanding shares (the "Shares") of common stock, par value U.S. $0.001 per share of the Company (the "Common Stock"), at a price of U.S. $29.00 per Share, net to the seller, in cash (the "Stock Price"), such Offer to be subject only to the conditions set forth in Annex A hereto (the "Offer Conditions"). If the Merger Agreement is terminated in accordance with its terms, Purchaser shall terminate the Offer. Without the prior written consent of the Company, Purchaser shall not (and Parent shall not cause Purchaser to) (i) decrease the Stock Price or change the form of consideration therefor or decrease the number of Shares sought pursuant to the Offer, (ii) change the Offer Conditions, (iii) impose additional conditions to the Offer, (iv) waive the condition that there shall be validly tendered and not withdrawn prior to the time the Offer expires a number of Shares of Common Stock which together with all Shares owned by Parent, Purchaser and their respective Affiliates (as defined in Section 10.9) constitutes a majority of the Shares outstanding on a fully diluted basis on the date of purchase, (v) amend any lapse or withdrawal term of the Offer in any manner adverse to holders of Shares or (vi) extend the end expiration date of the Certain Funds Period or Offer; provided however that the expiration date of the Offer is declared unconditional may be extended from time to time at the sole discretion of Purchaser (i) in order to comply with any provision of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the rules and regulations thereunder or otherwise comply with law for the minimum period of time reasonably necessary to acceptances so comply and (ii) if any of the Offer Conditions shall not be satisfied for the minimum period of time reasonably necessary to satisfy such conditions, but in either case, such extension shall not extend beyond September 2, 1997. Assuming the prior satisfaction or wholly unconditional or finally closed waiver of the Offer Conditions on the expiration date of the Offer, Purchaser shall accept for payment, and pay for, in accordance with the City Codeterms of the Offer, the Company will give notice all Shares validly tendered and not withdrawn pursuant to the Administrative Agent (who shall notify Offer as promptly as practicable after the Lenders) that the same has occurred. (b) Promptly upon satisfaction of the condition specified in Section 429 (1) or (2) of Companies Act for giving a notice under that Section in respect of any Shares and expiration date thereof. The Company hereby consents to the Offer becoming or being declared unconditional in all respects, the Company shall and represents that (a) implement its Board of Directors, at a meeting duly called and held at which a majority of the procedures set out directors were present, (i) determined that each of the Offer and the Merger (as hereinafter defined) is fair to and in the best interests of the holders of the Shares, (ii) resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the transactions contemplated hereby by the stockholders of the Company; provided, -------- however, that such recommendation may be withdrawn, modified or ------- amended if the Company's Board of Directors determines, following the receipt of advice of counsel, that it is required to do so in the exercise of its fiduciary obligations under applicable law, (iii) approved the transactions contemplated by the Tender Agreement and (iv) irrevocably approved the Offer, the Merger, this Agreement and the Tender Agreement as provided in Section 429 et seq. 203(a) of the Companies Act General Corporation Law of the State of Delaware (the "DGCL") in such manner as to acquire any outstanding Shares make the restrictions contained therein inapplicable to the transactions contemplated by this Agreement and the Tender Agreement (the "Section 203 Approval"), and (b) use all commercially reasonable endeavors to acquire 100 per cent of the Shares as promptly as practicable. (c) The Company covenants and agrees that without the prior written agreement of the Syndication Agent and the Administrative Agent the Company will not (i) issue or cause to be issued (or permit any other Affiliate of the Company to issue) any press release or other written public statement, the relevant portion of the text of which has not been previously approved by the Syndication Agent and the Administrative Agent (which such approval shall not be unreasonably withheld or delayed), which makes reference to this Agreement or to some or all of the Lenders in relation to this Agreement unless the public statement is required by applicable law, the City Code or any stock exchange or is in connection with any judicial proceeding concerning this Agreement (in which case the Company shall notify the Syndication Agent and the Administrative Agent and the Lenders as soon as practicable upon becoming aware that the public statement is required) (provided that the Syndication Agent, the Administrative Agent and the Lenders acknowledge that, pursuant to the City Code, (X) a summary of the principal terms of this Agreement will be disclosed in the Offer Document, and (Y) this Agreement will be available for public inspection while the Offer remains open for acceptance) or (ii) take or permit to be taken any step as a result of which the cash portion of the offer price stated in the Offer Document is, or may be required to be, increased beyond the level agreed between the Company, the Syndication Agent and the Administrative Agent from time to time. (d) The Company covenants and agrees that, in respect of the Offer, it will comply with the City Code (subject to any applicable waivers by the Panel), the Financial Services Act ▇▇▇▇▇▇▇, ▇▇e Companies Act ▇▇▇▇ & Co. ("CWC") has advised the Board of Directors of the Company that, based on certain assumptions and all other applicable laws relevant subject to the Offer in all material respects. (e) Unless to do so would be a breach of any other provision of this Section 5.08certain limitations, the Company covenants and agrees that it will from time Stock Price to time keep be received by the Syndication Agent and the Administrative Agent informed as to the status and progress public holders of the Offer and, Shares in particular, will from time to time upon request give to the Syndication Agent and the Administrative Agent reasonable details as to the current level of acceptances of the Offer and the Merger is fair from a financial point of view to such other matters relevant to the Offer as the Syndication Agent and the Administrative Agent may reasonably requestholders. (f) The Company covenants and agrees, in any event, to give notice to lapse the Offer in the event that 120 days after Announcement Date the Offer has not been declared wholly unconditional as to acceptances, unless the Required Lenders agree in their absolute discretion to extend such period. (g) The Company covenants and agrees to procure that, as soon as legally and practically possible after the date the Offer becomes or is declared unconditional in all respects the Target shall be removed from the Official List of the London Stock Exchange Limited and re-registered as a private company.

Offer. (a) Promptly upon the occurrence of any lapse or withdrawal of the Offer or the end of the Certain Funds Period or As soon as practicable after the date the Offer is declared unconditional as to acceptances or wholly unconditional or finally closed in accordance with the City Codehereof, the Company will give notice amend its Offer to Purchase dated February 19, 1999 to provide that the Offer, as amended, will be at a price per Share equal to the Administrative Agent Offer Price (who less, in the case of Shares issuable upon the conditional exercise of Company Stock Options, the exercise price thereof) and to disclose the terms and conditions set forth in this Agreement. No condition to the offer (the "Offer Conditions") may be waived in whole or in part, and the Offer ---------------- shall notify not be terminated, without the Lenders) that prior written consent of the same has occurredInvestor and the Company in their sole discretion. Notwithstanding the foregoing but subject to Section 8.1(b), the Company shall, unless otherwise requested by -------------- the Investor, and may, without the consent of the Investor, extend the Offer periodically through the Outside Date if at the then scheduled or any extended expiration date of the Offer any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived. (b) Promptly upon satisfaction Subject to the terms and conditions of the condition specified in Offer and this Section 429 (1) or (2) of Companies Act for giving a notice under that Section in respect of any Shares and the Offer becoming or being declared unconditional in all respects2.3, the Company shall (a) implement accept for payment, and pay for, not less ----------- than 21.0 million Shares and not more than 26.5 million Shares validly tendered and not withdrawn pursuant to the procedures set out in Section 429 et seq. Offer that the Company becomes obligated to accept for payment, and pay for, pursuant to the Offer as soon as practicable after the expiration of the Companies Act to acquire any outstanding Shares and (b) use all commercially reasonable endeavors to acquire 100 per cent of the Shares as promptly as practicableOffer. (c) On the date of amendment of the Offer, the Company shall file with the SEC a Tender Offer Statement on Schedule 13E-4 (the "Schedule 13E-4") -------------- with respect to the Offer, 6 which shall contain the Offer Documents. The Offer Documents shall comply as to form in all material respects with the Exchange Act, and the Offer Documents, on the date first published, sent or given to the Company's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Company covenants with respect to written information supplied by or on behalf of the Investor for inclusion or incorporation by reference in the Offer Documents. The Investor and the Company each agrees promptly to correct any written information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to cause the Schedule 13E-4 as so corrected to be filed with the Commission and the other Offer Documents as so corrected to be disseminated to holders of Shares, in each case as and to the extent required by applicable Federal securities laws. The Offer Documents shall be in form and substance reasonably satisfactory to the Investor and the Company will not file any Offer Document with the Commission or disseminate any Offer Document to its stockholders without the prior written agreement consent of the Syndication Agent Investor. The Company agrees to provide the Investor and its counsel any comments the Administrative Agent Company or its counsel may receive from the Commission or its staff with respect to the Offer Documents promptly after the receipt of such comments and the Company will not (i) issue or cause provide to be issued (or permit any other Affiliate of the Company to issue) any press release or other written public statement, the relevant portion of the text of which has not been previously approved by the Syndication Agent Investor and its counsel sufficient time and the Administrative Agent (which opportunity to comment on any written or oral response to any such approval shall not be unreasonably withheld or delayed), which makes reference to this Agreement or to some or all of the Lenders in relation to this Agreement unless the public statement is required by applicable law, the City Code or any stock exchange or is in connection with any judicial proceeding concerning this Agreement (in which case the Company shall notify the Syndication Agent and the Administrative Agent and the Lenders as soon as practicable upon becoming aware that the public statement is required) (provided that the Syndication Agent, the Administrative Agent and the Lenders acknowledge that, pursuant to the City Code, (X) a summary of the principal terms of this Agreement will be disclosed in the Offer Document, and (Y) this Agreement will be available for public inspection while the Offer remains open for acceptance) or (ii) take or permit to be taken any step as a result of which the cash portion of the offer price stated in the Offer Document is, or may be required to be, increased beyond the level agreed between the Company, the Syndication Agent and the Administrative Agent from time to timecomments. (d) The Company covenants and agrees that, Each Share purchased in respect of the Offer, it will comply with the City Code (subject to any applicable waivers by the Panel), the Financial Services Act ▇▇▇▇, ▇▇e Companies Act and all other applicable laws relevant to the Offer in all material respectsshall automatically be cancelled and retired and shall cease to exist. (e) Unless to do so would be a breach of any other provision of this Section 5.08, the Company covenants and agrees that it will from time to time keep the Syndication Agent and the Administrative Agent informed as to the status and progress of the Offer and, in particular, will from time to time upon request give to the Syndication Agent and the Administrative Agent reasonable details as to the current level of acceptances of the Offer and such other matters relevant to the Offer as the Syndication Agent and the Administrative Agent may reasonably request. (f) The Company covenants and agrees, in any event, to give notice to lapse the Offer in the event that 120 days after Announcement Date the Offer has not been declared wholly unconditional as to acceptances, unless the Required Lenders agree in their absolute discretion to extend such period. (g) The Company covenants and agrees to procure that, as soon as legally and practically possible after the date the Offer becomes or is declared unconditional in all respects the Target shall be removed from the Official List of the London Stock Exchange Limited and re-registered as a private company.

Offer. Parent shall cause Newco, as promptly as reasonably practicable after the date hereof, but in no event later than five (a5) Promptly upon U.S. Business Days following the occurrence public announcement of the terms of this Agreement, to commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer to purchase any lapse and all of the issued and outstanding shares (the "Shares") of Company Common Stock (other than those Shares currently owned by Newco or withdrawal Parent) at a price of $12.00 per Share, net to the seller in cash (or at such higher price as Newco elects to offer) (the "Offer Price"), but subject to any withholding required by law, provided, that Newco shall not be required to commence the Offer if an event shall have occurred that, had the Offer already been commenced, would give rise to a right to terminate the Offer under any of the conditions set forth in Annex II hereto. The Offer shall have a scheduled expiration date not less than twenty (20) U.S. Business Days following the commencement thereof. The obligation of Parent and Newco to accept and pay for Shares tendered shall be subject to the condition that there shall be validly tendered prior to the expiration date of the Offer or the end and not withdrawn a number of the Certain Funds Period or the date the Offer is declared unconditional as to acceptances or wholly unconditional or finally closed in accordance with the City CodeShares which, the Company will give notice when added to the Administrative Agent (who shall notify the Lenders) that the same has occurred. (b) Promptly upon satisfaction of the condition specified in Section 429 (1) or (2) of Companies Act for giving a notice under that Section in respect of any Shares and the Offer becoming or being declared unconditional in all respectsowned by Parent, the Company shall (a) implement the procedures set out in Section 429 et seq. of the Companies Act to acquire any outstanding Shares and (b) use all commercially reasonable endeavors to acquire 100 per cent represent at least 51% of the Shares as promptly as practicable. issued and outstanding on a fully diluted basis (cthe "Minimum Condition") The Company covenants and agrees that without to the prior written agreement other conditions set forth in Annex II. Parent and Newco expressly reserve the right to waive the Minimum Condition or any of the Syndication Agent and the Administrative Agent the Company will not (i) issue or cause to be issued (or permit any other Affiliate of the Company to issue) any press release or other written public statement, the relevant portion of the text of which has not been previously approved by the Syndication Agent and the Administrative Agent (which such approval shall not be unreasonably withheld or delayed), which makes reference to this Agreement or to some or all of the Lenders in relation to this Agreement unless the public statement is required by applicable law, the City Code or any stock exchange or is in connection with any judicial proceeding concerning this Agreement (in which case the Company shall notify the Syndication Agent and the Administrative Agent and the Lenders as soon as practicable upon becoming aware that the public statement is required) (provided that the Syndication Agent, the Administrative Agent and the Lenders acknowledge that, pursuant conditions to the City CodeOffer, (X) a summary of to increase the principal terms of this Agreement will be disclosed price per Share payable in the Offer Document, and (Y) this Agreement will be available for public inspection while the Offer remains open for acceptance) to make any other change or (ii) take or permit to be taken any step as a result of which the cash portion of the offer price stated changes in the Offer Document is, terms or may be required to be, increased beyond the level agreed between the Company, the Syndication Agent and the Administrative Agent from time to time. (d) The Company covenants and agrees that, in respect conditions of the Offer, it will comply with including without limitation extending the City Code (subject expiration date, provided, that no change may be made that changes the form of consideration to any applicable waivers by be paid or decreases the Panel), price per Share or the Financial Services Act ▇▇▇▇, ▇▇e Companies Act and all other applicable laws relevant number of Shares sought in the Offer or which imposes conditions to the Offer in all material respects. (e) Unless addition to do so would be a breach of those set forth in Annex II. If at any other provision of this Section 5.08, the Company covenants and agrees that it will from time to time keep the Syndication Agent and the Administrative Agent informed as to the status and progress scheduled expiration date of the Offer and, in particular, will from time to time upon request give to any of the Syndication Agent and the Administrative Agent reasonable details as to the current level of acceptances conditions of the Offer have not been satisfied or waived by Parent, but in the reasonable, good faith judgment of the Company are capable of being satisfied within a period not to exceed twenty (20) U.S. Business Days, then, at the written request of the Company, Parent and such other matters relevant to Newco shall extend the Offer as the Syndication Agent and the Administrative Agent may reasonably request. for such period, to a maximum of twenty (f20) The Company covenants and agreesU.S. Business Days, but not in any event, to give notice to lapse the Offer in the event that 120 days after Announcement Date the Offer has not been declared wholly unconditional as to acceptances, unless the Required Lenders agree in their absolute discretion to extend such period. (g) The Company covenants and agrees to procure that, as soon as legally and practically possible after beyond the date the Offer becomes or is declared unconditional specified in all respects the Target shall be removed from the Official List of the London Stock Exchange Limited and re-registered as a private companySection 7.1(b)(i)(B) hereof.

Offer. (a) Promptly upon From time to time during the occurrence Availability Period, Blue Owl Fund may request in writing, including by email (each such request, an “Initial Offer”), that CELF Sub (or its designee) acquire one or more Loans (including, for the avoidance of doubt, a pro rata portion of any lapse Equity Interests associated with such Loans) and/or assume the related Available Unfunded Commitments or withdrawal of otherwise become a lender, funder or holder under the Offer or Financing Agreement pursuant to which such Loans and/or Available Unfunded Commitments are made, in each case, meeting the end of the Certain Funds Period or the date the Offer is declared unconditional as to acceptances or wholly unconditional or finally closed in accordance with the City Code, the Company will give notice to the Administrative Agent (who shall notify the Lenders) that the same has occurredEligibility Criteria. (b) Promptly upon satisfaction Such Initial Offer shall set forth the amount of the condition specified in Section 429 each Loan being made available to be acquired and/or Available Unfunded Commitments to be assumed by CELF Sub (1or its designee) or (2) of Companies Act for giving a notice under that Section in respect of any Shares and the Offer becoming or being declared unconditional in all respectssuch amount, the Company “Offered Amount”); provided that, unless otherwise agreed by Blue Owl Fund and Cliffwater, the Offered Amount shall be no less than U.S.$6 million or more than U.S.$50 million (a) implement the procedures set out in Section 429 et seq. of the Companies Act or such greater amount as may be agreed from time to acquire any outstanding Shares time between CELF Sub and (b) use all commercially reasonable endeavors to acquire 100 per cent of the Shares as promptly as practicableBlue Owl Fund). (c) The Company covenants and agrees that without the prior written agreement of the Syndication Agent and the Administrative Agent the Company will not (i) issue or cause to be issued Upon receipt by CELF Sub (or permit its designee) of such Initial Offer together with any other Affiliate diligence and underwriting materials prepared by Blue Owl Fund and/or its affiliates, CELF Sub shall have the right, in its sole and absolute discretion, to approve or reject the Initial Offer and to request additional information in connection therewith. The approval or rejection of any Initial Offer shall be made by Cliffwater, on behalf of CELF Sub (or its designee), no later than the Company to issuefifth (5th) any press release or other written public statement, Business Day succeeding the relevant portion of the text of which has not been previously approved by the Syndication Agent and the Administrative Agent (date on which such approval shall not be unreasonably withheld or delayed), which makes reference to this Agreement or to some or all of the Lenders in relation to this Agreement unless the public statement is required by applicable law, the City Code or any stock exchange or is in connection with any judicial proceeding concerning this Agreement (in which case the Company shall notify the Syndication Agent and the Administrative Agent and the Lenders as soon as practicable upon becoming aware that the public statement is required) (Initial Offer was made; provided that the Syndication Agent, the Administrative Agent and the Lenders acknowledge that, pursuant to the City Code, (X) a summary of the principal terms of this Agreement will be disclosed in the Offer Document, and (Y) this Agreement will be available for public inspection while the Offer remains open for acceptance) no approval or (ii) take or permit to be taken any step as a result of which the cash portion of the offer price stated in the Offer Document is, or may rejection shall be required to be, increased beyond the level agreed between the Company, the Syndication Agent earlier than five (5) Business Days after CELF Sub shall have been provided initial diligence and the Administrative Agent from time to timeunderwriting materials. (d) The Company covenants and agrees that, in respect If such Initial Offer is approved by Cliffwater (on behalf of the Offer, it will comply with the City Code (subject to any applicable waivers by the PanelCELF Sub), CELF Sub (or its designee) shall purchase (each, an “Initial Purchase”) the Financial Services Act ▇▇▇▇Offered Amount of such Loan(s) (and/or assume any Available Unfunded Commitment) (each such Loan and/or Available Unfunded Commitment and Loans funded after the Initial Purchase Date pursuant to such Available Unfunded Commitment, ▇▇e Companies Act and all other applicable laws a “Purchased Loan”) specified in such Initial Offer on the terms set forth in the relevant Initial Offer (the date on which CELF Sub (or its designee) acquires such Loan, assumes such Available Unfunded Commitment or otherwise becomes a lender, funder or holder of such Loan, an “Initial Purchase Date”); provided, that immediately after giving effect to such Initial Purchase, the Offer aggregate amount of Purchased Loans (which for the avoidance of doubt exclude Co-Invest Assets) shall not exceed the Commitment Amount in all material respectseffect at such time. (e) Unless Certain portions of the Offered Amount may be designated by Cliffwater and Blue Owl Fund (as mutually agreed in writing) on or prior to do so would the Initial Purchase Date as “Co-Invest Assets” that are intended to be held by CELF Sub (or its designee) for long-term investment purposes. Notwithstanding anything to the contrary contained herein, CELF Sub (or its designee) shall not be required to sell to Blue Owl Fund, whether in a breach Forward Purchase or otherwise, any Co-Invest Assets. For the avoidance of any other provision of this Section 5.08doubt, the Company covenants and agrees that it will from time to time keep the Syndication Agent and the Administrative Agent informed as to the status and progress of the Offer and, in particular, will from time to time upon request give to the Syndication Agent and the Administrative Agent reasonable details as to the current level of acceptances of the Offer and such other matters relevant to the Offer as the Syndication Agent and the Administrative Agent may reasonably requestterm “Purchased Loan” shall not include any Co-Invest Assets. (f) The Company covenants and agrees, in any event, to give notice to lapse the Offer in the event that 120 days after Announcement Date the Offer has not been declared wholly unconditional as to acceptances, unless the Required Lenders agree in their absolute discretion to extend such period. (g) The Company covenants and agrees to procure that, as soon as legally and practically possible after the date the Offer becomes or is declared unconditional in all respects the Target shall be removed from the Official List of the London Stock Exchange Limited and re-registered as a private company.

Offer. (ai) Promptly upon Subject to the occurrence fulfillment of any lapse or withdrawal all of the Offer or conditions set forth in Section 55.B, Lessee shall have the end right to deliver a rejectable offer to Lessor (each, a "Rejectable Substitution Offer") to substitute a Substitute Property for a Property (1) if the terms of Section 20 of this Lease permit such substitution (each, a "Casualty/Condemnation Substitution"), (2) in the event of a breach of the Certain Funds Period FCCR if the provisions of Section 23.A(x) permit such substitution; or (3) at any time after the date fourth anniversary of the Offer is declared unconditional Effective Date, for any reason (each, a "Discretionary Substitution"); provided, however, that Lessee shall not have any such right if the substitution of the subject Property would cause Lessor to recognize income or gain from a "prohibited transaction" as to acceptances or wholly unconditional or finally closed in accordance with defined under Section 857(b)(6) of the City Code, the Company will give notice to the Administrative Agent (who shall notify the Lenders) that the same has occurred. (bii) Promptly upon Each Rejectable Substitution Offer shall identify the proposed Substitute Property in reasonable detail and contain a certificate executed by a duly authorized officer of Lessee pursuant to which Lessee shall certify that in Lessee's good faith judgment such proposed Substitute Property satisfies as of the date of such notice, or will satisfy as of the date of the closing of such substitution, all of the applicable conditions to substitution set forth in this Section 55. Lessee agrees to deliver to Lessor all of the diligence information and materials contemplated by the provisions of Section 55.B of this Lease within thirty (30) days after the delivery to Lessor of a Rejectable Substitution Offer. (iii) Lessor shall have sixty (60) days from the delivery of a Rejectable Substitution Offer notice satisfying the requirements of the preceding subsection (ii) to deliver to Lessee written notice of its election to either accept or reject the Rejectable Substitution Offer. Lessor's failure to deliver such notice within such time period shall be deemed to constitute Lessor's acceptance of the Rejectable Substitution Offer. If Lessor accepts the Rejectable Substitution Offer or is deemed to have accepted the Rejectable Substitution Offer, then Lessee shall complete such substitution, subject, however, to the satisfaction of each of the condition specified applicable terms and conditions set forth in this Section 429 55. (iv) If Lessor rejects the Rejectable Substitution Offer pursuant to the preceding subsection (iii) for reasons other than that, in Lessor's reasonable judgment, the proposed Substitute Property would not have satisfied the applicable substitution conditions set forth in this Section 55, then: (1) or if such rejected Rejectable Substitution Offer was made with respect to a Casualty/Condemnation Substitution, the provisions of Section 20.D(vi) and Section 20.F shall be applicable; and (2) if such rejected Rejectable Substitution Offer was made with respect to a breach of Companies Act for giving the FCCR (pursuant to Section 23.A(x)) or a notice Discretionary Substitution, this Lease shall terminate with respect to the Property which Lessee proposed to replace on the next scheduled Base Monthly Rental payment date (the "Early Substitution Termination Date"), provided that Lessee has paid to Lessor all Rental and all other Monetary Obligations then due and payable under this Lease as of such Early Substitution Termination Date. On the Early Substitution Termination Date, and provided that Section Lessee shall have paid to Lessor all Rental and other Monetary Obligations then due and payable under this Lease as of the Early Substitution Termination Date: (I) the Base Annual Rental then in respect effect shall be reduced by an amount equal to the product of any Shares (x) a fraction, the numerator of which is the original purchase price allocated to such Property, and the Offer becoming or being declared unconditional in all respects, the Company shall (a) implement the procedures set out in Section 429 et seq. of the Companies Act to acquire any outstanding Shares and (b) use all commercially reasonable endeavors to acquire 100 per cent of the Shares as promptly as practicable. (c) The Company covenants and agrees that without the prior written agreement of the Syndication Agent and the Administrative Agent the Company will not (i) issue or cause to be issued (or permit any other Affiliate of the Company to issue) any press release or other written public statement, the relevant portion of the text denominator of which has not been previously approved by is the Syndication Agent and the Administrative Agent (which such approval shall not be unreasonably withheld or delayed), which makes reference to this Agreement or to some or original purchase price for all of the Lenders in relation to this Agreement unless the public statement is required by applicable law, the City Code or any stock exchange or is in connection with any judicial proceeding concerning this Agreement (in which case the Company shall notify the Syndication Agent and the Administrative Agent and the Lenders as soon as practicable upon becoming aware that the public statement is required) (provided that the Syndication Agent, the Administrative Agent and the Lenders acknowledge that, pursuant to the City Code, (X) a summary of the principal terms of this Agreement will be disclosed in the Offer DocumentProperties, and (Yy) this Agreement will be available for public inspection while the Offer remains open for acceptanceBase Annual Rental then in effect; and (II) or (ii) take or permit to be taken any step all obligations of Lessor and Lessee shall cease as a result of which the cash portion of the offer price stated Early Substitution Termination Date with respect to such Property; provided, however, Lessee's obligations to Lessor with respect to such Property under any indemnification provisions of this Lease with respect to such Property (including, without limitation, Sections 15.J and 18 of this Lease) and Lessee's obligations to pay any Monetary Obligations (whether payable to Lessor or a third party) accruing under this Lease with respect to such Property prior to the Early Substitution Termination Date shall survive the termination of this Lease with respect to such Property or otherwise. Notwithstanding any provision contained in this Section 55.A(iv), this Lease shall continue in full force and effect with respect to all other Properties other than the Offer Document is, or may be required to be, increased beyond the level agreed between the Company, the Syndication Agent and the Administrative Agent from time to time. (d) The Company covenants and agrees that, in respect of the Offer, it will comply with the City Code (subject to any applicable waivers Property being replaced by the Panel), the Financial Services Act ▇▇▇▇, ▇▇e Companies Act and all other applicable laws relevant to the Offer in all material respectsSubstitute Property. (e) Unless to do so would be a breach of any other provision of this Section 5.08, the Company covenants and agrees that it will from time to time keep the Syndication Agent and the Administrative Agent informed as to the status and progress of the Offer and, in particular, will from time to time upon request give to the Syndication Agent and the Administrative Agent reasonable details as to the current level of acceptances of the Offer and such other matters relevant to the Offer as the Syndication Agent and the Administrative Agent may reasonably request. (f) The Company covenants and agrees, in any event, to give notice to lapse the Offer in the event that 120 days after Announcement Date the Offer has not been declared wholly unconditional as to acceptances, unless the Required Lenders agree in their absolute discretion to extend such period. (g) The Company covenants and agrees to procure that, as soon as legally and practically possible after the date the Offer becomes or is declared unconditional in all respects the Target shall be removed from the Official List of the London Stock Exchange Limited and re-registered as a private company.

Offer. The Company and the Accepting Eligible Offerees, after receipt of the Receipt Notice, shall evidence their acceptance of election to purchase the shares remaining under the Second Chance Offer by delivering to the Company, within 5 days of the expiration of the 10-day period referenced in Section 4.2, a written notice of intent to purchase their respective portions of the shares under the Second Chance Offer. The Company, in turn, shall promptly give written notice to any Holder, or any other party, required to sell the Shares Subject to the Offer of its receipt of such notices (athe "Second Receipt Notice") Promptly upon and shall include in such Second Receipt Notice a copy of all such Accepting Eligible Offerees second acceptance or election notices. If the Accepting Eligible Offerees and/or the Company have elected to purchase all of the Shares Subject to the Offer without the necessity of the Second Chance Offer, the purchase and sale of the Shares Subject to the Offer shall be consummated at a closing held at the Company's principal office (unless otherwise agreed) within 30 days after the delivery of the Receipt Notice. If the Accepting Eligible Offerees and/or the Company have elected to purchase all of the Shares Subject to the Offer after the occurrence of any lapse or withdrawal of the Offer or the end of the Certain Funds Period or the date the Offer is declared unconditional as to acceptances or wholly unconditional or finally closed in accordance with the City CodeSecond Chance Offer, the Company will give notice to the Administrative Agent (who shall notify the Lenders) that the same has occurred. (b) Promptly upon satisfaction of the condition specified in Section 429 (1) or (2) of Companies Act for giving a notice under that Section in respect of any Shares purchase and the Offer becoming or being declared unconditional in all respects, the Company shall (a) implement the procedures set out in Section 429 et seq. of the Companies Act to acquire any outstanding Shares and (b) use all commercially reasonable endeavors to acquire 100 per cent sale of the Shares as promptly as practicable. (c) The Company covenants and agrees that without the prior written agreement of the Syndication Agent and the Administrative Agent the Company will not (i) issue or cause to be issued (or permit any other Affiliate of the Company to issue) any press release or other written public statement, the relevant portion of the text of which has not been previously approved by the Syndication Agent and the Administrative Agent (which such approval shall not be unreasonably withheld or delayed), which makes reference to this Agreement or to some or all of the Lenders in relation to this Agreement unless the public statement is required by applicable law, the City Code or any stock exchange or is in connection with any judicial proceeding concerning this Agreement (in which case the Company shall notify the Syndication Agent and the Administrative Agent and the Lenders as soon as practicable upon becoming aware that the public statement is required) (provided that the Syndication Agent, the Administrative Agent and the Lenders acknowledge that, pursuant to the City Code, (X) a summary of the principal terms of this Agreement will be disclosed in the Offer Document, and (Y) this Agreement will be available for public inspection while the Offer remains open for acceptance) or (ii) take or permit to be taken any step as a result of which the cash portion of the offer price stated in the Offer Document is, or may be required to be, increased beyond the level agreed between the Company, the Syndication Agent and the Administrative Agent from time to time. (d) The Company covenants and agrees that, in respect of the Offer, it will comply with the City Code (subject to any applicable waivers by the Panel), the Financial Services Act ▇▇▇▇, ▇▇e Companies Act and all other applicable laws relevant Subject to the Offer in all material respects. shall be consummated at a closing held at the Company's principal office (eunless otherwise agreed) Unless to do so would be a breach within 40 days after the expiration of any other provision the delivery of this Section 5.08the Receipt Notice. At the closing, the Company covenants and agrees that it will from time purchasing Eligible Offeree(s) shall deliver payment of the Purchase Price as provided in Section 4.5 to time keep the Syndication Agent transferor of the Stock or such transferor's representative, and the Administrative Agent informed as transferor of the Stock or such transferor's representative shall deliver to the status and progress of the Offer and, in particular, will from time to time upon request give to the Syndication Agent and the Administrative Agent reasonable details as to the current level of acceptances of the Offer and such other matters relevant to the Offer as the Syndication Agent and the Administrative Agent may reasonably request. (f) The Company covenants and agrees, in any event, to give notice to lapse the Offer in the event that 120 days after Announcement Date the Offer has not been declared wholly unconditional as to acceptances, unless the Required Lenders agree in their absolute discretion to extend such period. (g) The Company covenants and agrees to procure that, as soon as legally and practically possible after the date the Offer becomes or is declared unconditional in all respects the Target shall be removed from the Official List of the London Stock Exchange Limited and re-registered as a private company.purchasing Eligible Offeree(s)

Offer. Provided that this Agreement shall not have been terminated in accordance with Section 8.1 hereof and that none of the events or circumstances set forth in Annex I shall have occurred or exist, Parent shall cause Sub, as promptly as reasonably practicable after the date hereof, but in any event no later than five business days following the date hereof, to commence (awithin the meaning of Rule 14d-2 under the Exchange Act) Promptly upon the occurrence Offer, at a price of $0.52 per share, net to the seller in cash, without interest (or at such higher price as Sub elects to offer) (the “Offer Price”), but subject to any lapse or withdrawal withholding required by law. The obligation of Parent and Sub to accept and pay for Shares tendered shall be subject only to (i) the condition that there shall be validly tendered prior to the expiration date of the Offer or the end and not withdrawn a number of the Certain Funds Period or the date the Offer is declared unconditional as to acceptances or wholly unconditional or finally closed in accordance with the City CodeShares which, the Company will give notice when added to the Administrative Agent (who shall notify the Lenders) that the same has occurred. (b) Promptly upon satisfaction shares of the condition specified in Section 429 (1) or (2) of Companies Act for giving a notice under that Section in respect of any Shares and the Offer becoming or being declared unconditional in all respectsCompany Common Stock owned by Parent, the Company shall (a) implement the procedures set out in Section 429 et seq. of the Companies Act to acquire any outstanding Shares and (b) use all commercially reasonable endeavors to acquire 100 per cent represent at least 90% of the Shares issued and outstanding on a fully diluted basis (the “Minimum Condition”) and (ii) to the other conditions set forth in Annex I (collectively, the “Offer Conditions”). Parent and Sub expressly reserve the right to waive any of the Offer Conditions (except that Parent and Sub may not waive the Minimum Condition except with the consent of the Company or as promptly as practicable. (c) The Company covenants and agrees that to the extent provided in this Agreement), to increase the price per share payable in the Offer and to make any other change or changes in the terms or conditions of the Offer, including, without limitation, extending the expiration date, except that, without the prior written agreement consent of the Syndication Agent Company, Parent and the Administrative Agent the Company will Sub shall not (i) issue or cause reduce the number of Shares subject to be issued the Offer, (or permit ii) reduce the Offer Price, (iii) impose any other Affiliate of conditions to the Company Offer other than the Offer Conditions or modify the Offer Conditions (other than to issue) waive any press release or other written public statement, Offer Conditions to the relevant portion of the text of which has not been previously approved extent permitted by the Syndication Agent and the Administrative Agent (which such approval shall not be unreasonably withheld or delayedthis Agreement), which makes reference to this Agreement or to some or all of (iv) except as provided in Section 1.1(b), extend the Lenders in relation to this Agreement unless the public statement is required by applicable law, the City Code or any stock exchange or is in connection with any judicial proceeding concerning this Agreement (in which case the Company shall notify the Syndication Agent and the Administrative Agent and the Lenders as soon as practicable upon becoming aware that the public statement is required) (provided that the Syndication Agent, the Administrative Agent and the Lenders acknowledge that, pursuant to the City CodeOffer, (Xv) a summary change the form of the principal terms of this Agreement will be disclosed consideration payable in the Offer Document, and (Y) this Agreement will be available for public inspection while the Offer remains open for acceptance) or (iivi) take or permit to be taken amend any step as a result other term of which the cash portion of the offer price stated in the Offer Document is, or may be required to be, increased beyond the level agreed between the Company, the Syndication Agent and the Administrative Agent from time to time. (d) The Company covenants and agrees that, in respect of the Offer, it will comply with the City Code (subject to any applicable waivers by the Panel), the Financial Services Act ▇▇▇▇, ▇▇e Companies Act and all other applicable laws relevant to the Offer in all material respects. (e) Unless to do so would be a breach of any other provision of this Section 5.08, the Company covenants and agrees that it will from time to time keep the Syndication Agent and the Administrative Agent informed as manner adverse to the status and progress holders of the Offer and, in particular, will from time to time upon request give to the Syndication Agent and the Administrative Agent reasonable details as to the current level of acceptances of the Offer and such other matters relevant to the Offer as the Syndication Agent and the Administrative Agent may reasonably requestCompany Common Stock. (f) The Company covenants and agrees, in any event, to give notice to lapse the Offer in the event that 120 days after Announcement Date the Offer has not been declared wholly unconditional as to acceptances, unless the Required Lenders agree in their absolute discretion to extend such period. (g) The Company covenants and agrees to procure that, as soon as legally and practically possible after the date the Offer becomes or is declared unconditional in all respects the Target shall be removed from the Official List of the London Stock Exchange Limited and re-registered as a private company.

Offer. Parent shall cause Newco, as promptly as reasonably practicable ----- after the date hereof, but in no event later than five (a5) Promptly upon U.S. Business Days following the occurrence public announcement of the terms of this Agreement, to commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer to purchase any lapse and all of the issued and outstanding shares (the "Shares") of Company ------ Common Stock (other than those Shares currently owned by Newco or withdrawal Parent) at a price of $5.50 per Share, net to the seller in cash, without interest, (or at such higher price as Newco elects to offer) (the "Offer Price"), but subject to ----------- any withholding required by law, provided, that Newco shall not be required to -------- commence the Offer if an event shall have occurred that, had the Offer already been commenced, would give rise to a right to terminate the Offer under any of the conditions set forth in Annex II hereto. The Offer shall have a scheduled expiration date not less than twenty (20) U.S. Business Days following the commencement thereof. The obligation of Parent and Newco to accept and pay for Shares tendered shall be subject to the condition that there shall be validly tendered prior to the expiration date of the Offer or the end and not withdrawn a number of the Certain Funds Period or the date the Offer is declared unconditional as to acceptances or wholly unconditional or finally closed in accordance with the City CodeShares which, the Company will give notice when added to the Administrative Agent (who shall notify the Lenders) that the same has occurred. (b) Promptly upon satisfaction of the condition specified in Section 429 (1) or (2) of Companies Act for giving a notice under that Section in respect of any Shares and the Offer becoming or being declared unconditional in all respectsowned by Parent, the Company shall (a) implement the procedures set out in Section 429 et seq. of the Companies Act to acquire any outstanding Shares and (b) use all commercially reasonable endeavors to acquire 100 per cent represent at least 90% of the Shares as promptly as practicable. issued and outstanding on a fully diluted basis (cthe "Minimum ------- Condition") The Company covenants and agrees that without to the prior written agreement other conditions set forth in Annex II. Parent and Newco --------- expressly reserve the right to waive the Minimum Condition or any of the Syndication Agent and the Administrative Agent the Company will not (i) issue or cause to be issued (or permit any other Affiliate of the Company to issue) any press release or other written public statement, the relevant portion of the text of which has not been previously approved by the Syndication Agent and the Administrative Agent (which such approval shall not be unreasonably withheld or delayed), which makes reference to this Agreement or to some or all of the Lenders in relation to this Agreement unless the public statement is required by applicable law, the City Code or any stock exchange or is in connection with any judicial proceeding concerning this Agreement (in which case the Company shall notify the Syndication Agent and the Administrative Agent and the Lenders as soon as practicable upon becoming aware that the public statement is required) (provided that the Syndication Agent, the Administrative Agent and the Lenders acknowledge that, pursuant conditions to the City CodeOffer, (X) a summary of to increase the principal terms of this Agreement will be disclosed price per Share payable in the Offer Document, and (Y) this Agreement will be available for public inspection while the Offer remains open for acceptance) to make any other change or (ii) take or permit to be taken any step as a result of which the cash portion of the offer price stated changes in the Offer Document is, terms or may be required to be, increased beyond the level agreed between the Company, the Syndication Agent and the Administrative Agent from time to time. (d) The Company covenants and agrees that, in respect conditions of the Offer, it will comply with including without limitation extending the City Code (subject expiration date, provided, that no -------- change may be made that changes the form of consideration to any applicable waivers by be paid or decreases the Panel), price per Share or the Financial Services Act ▇▇▇▇, ▇▇e Companies Act and all other applicable laws relevant number of Shares sought in the Offer or which imposes conditions to the Offer in all material respectsaddition to those set forth in Annex II. (e) Unless to do so would be a breach of any other provision of this Section 5.08, the Company covenants and agrees that it will from time to time keep the Syndication Agent and the Administrative Agent informed as to the status and progress of the Offer and, in particular, will from time to time upon request give to the Syndication Agent and the Administrative Agent reasonable details as to the current level of acceptances of the Offer and such other matters relevant to the Offer as the Syndication Agent and the Administrative Agent may reasonably request. (f) The Company covenants and agrees, in any event, to give notice to lapse the Offer in the event that 120 days after Announcement Date the Offer has not been declared wholly unconditional as to acceptances, unless the Required Lenders agree in their absolute discretion to extend such period. (g) The Company covenants and agrees to procure that, as soon as legally and practically possible after the date the Offer becomes or is declared unconditional in all respects the Target shall be removed from the Official List of the London Stock Exchange Limited and re-registered as a private company.

Offer. (a) Promptly upon Provided that this Agreement shall not have been terminated in accordance with Section 7.1 hereof and none of the occurrence events set forth in paragraphs (a) through (k) of any lapse Annex A hereto shall have occurred or withdrawal be existing (and shall not have been waived by the Purchaser), the Purchaser shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) the Offer as promptly as reasonably practicable after the date hereof. The obligation of the Purchaser to accept for payment and pay for Shares tendered pursuant to the Offer shall be subject to the satisfaction of the condition that there be validly tendered and not withdrawn prior to the expiration of the Offer that number of Shares which represents at least 50.1% of the then outstanding Shares on a fully diluted basis (the "Minimum Condition") and to the satisfaction or waiver by the Purchaser of the other conditions set forth in Annex A hereto. The Company agrees that no Shares held by the Company or any of its Subsidiaries (as defined in Section 8.11 hereof) will be tendered to the Purchaser pursuant to the Offer. The Purchaser expressly reserves the right to waive any of such conditions (other than the Minimum Condition), to increase the price per Share payable in the Offer and to make any other changes in the terms of the Offer; provided, however, that no change may be made without the prior written consent of the Company which decreases the price per Share payable in the Offer, reduces the maximum number of Shares to be purchased in the Offer, changes the form of consideration to be paid in the Offer, modifies or amends any of the conditions set forth in Annex A hereto, imposes conditions to the Offer in addition to the conditions set forth in Annex A hereto, waives the Minimum Condition or makes other changes in the terms and conditions of the Offer that are in any manner adverse to the holders of Shares, requires the consent of the Lenders, or except as provided below, extends the Offer. Subject to the terms of the Offer and this Agreement and the satisfaction or earlier waiver of all the conditions of the Offer set forth in Annex A hereto as of any expiration date of the Offer, the Purchaser shall accept for payment and pay for all Shares validly tendered and not withdrawn pursuant to the Offer as soon as it is permitted to do so under applicable law. Notwithstanding the foregoing, the Purchaser may, without the consent of the Company, (i) extend the Offer beyond the scheduled expiration date, which shall be 12:00 noon eastern time on the twenty-first (21st) business day following the date of commencement of the Offer, if, at the scheduled expiration of the Offer, any of the conditions to the Purchaser's obligation to accept for payment and to pay for the Shares shall not be satisfied or, to the extent permitted by this Agreement, waived or (ii) extend the Offer for any period required by any rule, regulation or interpretation of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer. Any extension of the Offer pursuant to clause (i) of the preceding sentence of this Section 1.1 shall not exceed the lesser of ten business days or such fewer number of days that the Purchaser reasonably believes are necessary to cause the conditions of the Offer set forth in Annex A hereto to be satisfied; provided further, however, that if all of the conditions set forth in Annex A are satisfied at the end of the Certain Funds Period or initial Offer period, except the date Minimum Condition, the Purchaser shall extend the Offer is declared unconditional for at least three business days. The Purchaser may, in its sole discretion, provide a "subsequent offering period" (as to acceptances contemplated by Rule 14d-11 under the Exchange Act) of not less than three business days nor more than twenty business days following its acceptance for payment of Shares in the Offer. On or wholly unconditional or finally closed in accordance with the City Code, the Company will give notice prior to the Administrative Agent (who shall notify the Lenders) dates that the same has occurredPurchaser becomes obligated to accept for payment and pay for Shares pursuant to the Offer, Parent shall provide or cause to be provided to the Purchaser the funds necessary to pay for all Shares that the Purchaser becomes so obligated to accept for payment and pay for pursuant to the Offer. The Offer Price shall, subject to any required withholding of Taxes, be net to the selling holder of shares in cash, upon the terms and subject to the conditions of the Offer. (b) Promptly upon satisfaction On the date of commencement of the condition specified in Section 429 Offer, the Purchaser shall file with the SEC a Tender Offer Statement on Schedule TO (1together with all amendments and supplements thereto, the "Schedule TO") with respect to the Offer. The Schedule TO shall contain or incorporate by reference an offer to purchase (2the "Offer to Purchase") and forms of Companies Act for giving a notice under that Section in respect the related letter of any Shares transmittal and all other ancillary Offer documents (collectively, together with all amendments and supplements thereto, the "Offer Documents"). Parent and the Purchaser shall cause the Offer becoming or being declared unconditional in all respects, Documents to be disseminated to the Company shall (a) implement the procedures set out in Section 429 et seq. of the Companies Act to acquire any outstanding Shares and (b) use all commercially reasonable endeavors to acquire 100 per cent holders of the Shares as promptly as practicable. (c) The Company covenants and agrees that without to the prior written agreement of the Syndication Agent and the Administrative Agent the Company will not (i) issue or cause to be issued (or permit any other Affiliate of the Company to issue) any press release or other written public statement, the relevant portion of the text of which has not been previously approved by the Syndication Agent and the Administrative Agent (which such approval shall not be unreasonably withheld or delayed), which makes reference to this Agreement or to some or all of the Lenders in relation to this Agreement unless the public statement is extent required by applicable law, the City Code or any stock exchange or is in connection with any judicial proceeding concerning this Agreement (in which case the Company shall notify the Syndication Agent federal securities laws. Parent and the Administrative Agent Purchaser, on the one hand, and the Lenders as soon as practicable upon becoming aware that Company, on the public statement is required) (other hand, will promptly correct any information provided that the Syndication Agent, the Administrative Agent and the Lenders acknowledge that, pursuant to the City Code, (X) a summary of the principal terms of this Agreement will be disclosed by it for use in the Offer DocumentDocuments if and to the extent that it shall have become false or misleading in any material respect, and (Y) this Agreement the Purchaser will be available for public inspection while cause the Offer remains open for acceptance) or (ii) take or permit Documents as so corrected to be taken any step as a result of which filed with the cash portion SEC and to be disseminated to holders of the offer price stated Shares, in each case as and to the Offer Document isextent required by applicable federal securities laws. The Company and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule TO before it is filed with the SEC. In addition, or may be required to be, increased beyond the level agreed between the Company, the Syndication Agent Parent and the Administrative Agent from time Purchaser agree to time. (d) The Company covenants and agrees that, in respect of the Offer, it will comply with the City Code (subject to any applicable waivers by the Panel), the Financial Services Act ▇▇▇▇, ▇▇e Companies Act and all other applicable laws relevant to the Offer in all material respects. (e) Unless to do so would be a breach of any other provision of this Section 5.08, provide the Company covenants and agrees its counsel with any comments, whether written or oral, that it will Parent or the Purchaser or their counsel may receive from time to time keep from the Syndication Agent and the Administrative Agent informed as to the status and progress of the Offer and, in particular, will from time to time upon request give to the Syndication Agent and the Administrative Agent reasonable details as to the current level of acceptances of the Offer and such other matters relevant SEC or its staff with respect to the Offer as the Syndication Agent and the Administrative Agent may reasonably request. (f) The Company covenants and agrees, in any event, to give notice to lapse the Offer in the event that 120 days after Announcement Date the Offer has not been declared wholly unconditional as to acceptances, unless the Required Lenders agree in their absolute discretion to extend such period. (g) The Company covenants and agrees to procure that, as soon as legally and practically possible Documents promptly after the date receipt of such comments and to consult with the Offer becomes or is declared unconditional in all respects the Target shall be removed from the Official List of the London Stock Exchange Limited Company and re-registered as a private companyits counsel prior to responding to any such comments.

Offer. (a) Promptly upon the occurrence of any lapse or withdrawal of the Offer or the end of the Certain Funds Period or the date the Offer is declared unconditional as Provided that this Agreement has not been terminated pursuant to acceptances or wholly unconditional or finally closed in accordance with the City CodeSection 9.1 hereof, the Company will give notice to the Administrative Agent (who shall notify the Lenders) that the same has occurred. (b) Promptly upon satisfaction of the condition specified in Section 429 (1) or (2) of Companies Act for giving a notice under that Section in respect of any Shares and the Offer becoming or being declared unconditional in all respects, the Company shall (a) implement the procedures set out in Section 429 et seq. of the Companies Act to acquire any outstanding Shares and (b) use all commercially reasonable endeavors to acquire 100 per cent of the Shares as promptly as reasonably practicable. , but in any event within ten (c10) The Company covenants "business days" (as defined in Rule 14d-1(g) under the Securities Exchange Act of 1934, as amended (together with the rules and agrees that without regulations promulgated thereunder, the prior written agreement of "Exchange Act")) following the Syndication Agent date hereof, the Purchaser will, and the Administrative Agent Parent will cause the Company will not Purchaser to, commence (i) issue or cause to be issued (or permit any other Affiliate within the meaning of Rule 14d-2 under the Company to issue) any press release or other written public statement, the relevant portion of the text of which has not been previously approved by the Syndication Agent and the Administrative Agent (which such approval shall not be unreasonably withheld or delayed), which makes reference to this Agreement or to some or all of the Lenders in relation to this Agreement unless the public statement is required by applicable law, the City Code or any stock exchange or is in connection with any judicial proceeding concerning this Agreement (in which case the Company shall notify the Syndication Agent and the Administrative Agent and the Lenders as soon as practicable upon becoming aware that the public statement is required) (provided that the Syndication Agent, the Administrative Agent and the Lenders acknowledge that, pursuant to the City Code, (XExchange Act) a summary of the principal terms of this Agreement will be disclosed in the Offer Document, and tender offer (Y) this Agreement will be available for public inspection while the Offer remains open for acceptance) or (ii) take or permit to be taken any step as a result of which the cash portion of the offer price stated in the Offer Document is, or it may be required to be, increased beyond the level agreed between the Company, the Syndication Agent and the Administrative Agent from time to time. (d) The Company covenants and agrees that, in respect of the Offer, it will comply with the City Code (subject to any applicable waivers by the Panel), the Financial Services Act ▇▇▇▇, ▇▇e Companies Act and all other applicable laws relevant to the Offer in all material respects. (e) Unless to do so would be a breach of any other provision of this Section 5.08, the Company covenants and agrees that it will amended from time to time keep as permitted by this Agreement, the Syndication Agent "Offer") to purchase all of the Razorfish Shares at a price of U.S. $1.70 per share, in cash (such price, or the highest price per Razorfish Share as may be paid in the Offer, being referred to herein as the "Offer Price"). The obligation of the Purchaser to accept for payment and the Administrative Agent informed as pay for Razorfish Shares tendered pursuant to the status Offer will be subject only to the following conditions: (i) that there will be validly tendered and progress not withdrawn prior to the final expiration of the Offer andthat number of Razorfish Shares, together with Razorfish Shares then owned by the Parent, the Purchaser and their respective Subsidiaries that represents at least a majority of Razorfish Shares outstanding on a Fully Diluted Basis (as defined below) (the "Minimum Condition") and (ii) the satisfaction or waiver by the Purchaser as permitted hereunder of the other conditions set forth in particularAnnex I hereto. For purposes of this Agreement, "Fully Diluted Basis" means the number of Razorfish Shares issued and outstanding at the time of determination, after taking into account all Razorfish Shares issuable upon conversion or exercise of outstanding options, warrants or rights to purchase Razorfish Shares. The Offer will from time be made by means of an offer to time purchase (the "Offer to Purchase") and a related letter of transmittal, each in form reasonably satisfactory to Razorfish, containing the terms set forth in this Agreement and the conditions set forth in Annex I. Without limiting the foregoing, effective upon request give the first acceptance for payment of Razorfish Shares by the Purchaser pursuant to the Syndication Agent Offer, the holder of such Razorfish Shares will sell and the Administrative Agent reasonable details as assign to the current level Purchaser all right, title and interest in and to all of acceptances Razorfish Shares tendered (including, but not limited to, such holder's right to any and all dividends and distributions with a record date before, and a payment date after, the scheduled or extended expiration date) (such time being referred to as the "Consummation of the Offer and such other matters relevant to the Offer as the Syndication Agent and the Administrative Agent may reasonably requestOffer"). (f) The Company covenants and agrees, in any event, to give notice to lapse the Offer in the event that 120 days after Announcement Date the Offer has not been declared wholly unconditional as to acceptances, unless the Required Lenders agree in their absolute discretion to extend such period. (g) The Company covenants and agrees to procure that, as soon as legally and practically possible after the date the Offer becomes or is declared unconditional in all respects the Target shall be removed from the Official List of the London Stock Exchange Limited and re-registered as a private company.

Offer. Subject to the terms and conditions set forth in this Section 53 (a) Promptly upon including, without limitation, the occurrence of condition set forth in Section 53.C(i)(5)), any lapse or withdrawal time after the fourth anniversary of the Effective Date, if Lessor desires to sell any Property and receives a bona fide written offer from a third party which offer is in all respects acceptable to Lessor, Lessor shall deliver a complete copy of such bona fide third party offer to Lessee ("Third Party Offer"). Upon Lessee's receipt of such Third Party Offer or from Lessor, and a written statement of Lessor's desire to sell the end of the Certain Funds Period or the date the Offer is declared unconditional as to acceptances or wholly unconditional or finally closed Property in accordance with such Third Party Offer, Lessee shall have the City Coderight to deliver a rejectable offer to Lessor (each, a "Rejectable Purchase Offer") to purchase Lessor's interest in any such Property for the Company will give "Subject Purchase Price," which shall mean an amount equal to such Third Party Offer, minus five percent (5%) of such Third Party Offer (such five percent (5%) representing broker commissions and costs associated with a sale of such Property to a third party); provided, however, in no event shall the Subject Purchase Price be less than the fair market value of such Property. Lessor shall have sixty (60) days from the delivery of the Rejectable Purchase Offer notice to deliver to Lessee written notice of its election to either accept or reject the Administrative Agent (who Rejectable Purchase Offer. Lessor's failure to deliver such notice within such time period shall notify be deemed to constitute Lessor's acceptance of the Lenders) that Rejectable Purchase Offer. If Lessor accepts the same has occurred. (b) Promptly upon Rejectable Purchase Offer or is deemed to have accepted the Rejectable Purchase Offer, then Lessee shall complete such purchase, subject to the satisfaction of each of the condition specified terms and conditions set forth in Section 429 (1) or (2) of Companies Act for giving a notice under that Section in respect of any Shares and the Offer becoming or being declared unconditional in all respects, the Company shall (a) implement the procedures set out in Section 429 et seq. of the Companies Act to acquire any outstanding Shares and (b) use all commercially reasonable endeavors to acquire 100 per cent of the Shares as promptly as practicable. (c) The Company covenants and agrees that without the prior written agreement of the Syndication Agent and the Administrative Agent the Company will not (i) issue or cause to be issued (or permit any other Affiliate of the Company to issue) any press release or other written public statement, the relevant portion of the text of which has not been previously approved by the Syndication Agent and the Administrative Agent (which such approval shall not be unreasonably withheld or delayed), which makes reference to this Agreement or to some or all of the Lenders in relation to this Agreement unless the public statement is required by applicable law, the City Code or any stock exchange or is in connection with any judicial proceeding concerning this Agreement (in which case the Company shall notify the Syndication Agent and the Administrative Agent and the Lenders as soon as practicable upon becoming aware that the public statement is required) (provided that the Syndication Agent, the Administrative Agent and the Lenders acknowledge that, pursuant to the City Code, (X) a summary of the principal terms of this Agreement will be disclosed in the Offer Document, and (Y) this Agreement will be available for public inspection while the Offer remains open for acceptance) or (ii) take or permit to be taken any step as a result of which the cash portion of the offer price stated in the Offer Document is, or may be required to be, increased beyond the level agreed between the Company, the Syndication Agent and the Administrative Agent from time to time. (d) The Company covenants and agrees that, in respect of the Offer, it will comply with the City Code (subject to any applicable waivers by the Panel), the Financial Services Act ▇▇▇▇, ▇▇e Companies Act and all other applicable laws relevant to the Offer in all material respects. (e) Unless to do so would be a breach of any other provision of this Section 5.08, the Company covenants and agrees that it will from time to time keep the Syndication Agent and the Administrative Agent informed as to the status and progress of the Offer and, in particular, will from time to time upon request give to the Syndication Agent and the Administrative Agent reasonable details as to the current level of acceptances of the Offer and such other matters relevant to the Offer as the Syndication Agent and the Administrative Agent may reasonably request. (f) The Company covenants and agrees, in any event, to give notice to lapse the Offer in the event that 120 days after Announcement Date the Offer has not been declared wholly unconditional as to acceptances, unless the Required Lenders agree in their absolute discretion to extend such period. (g) The Company covenants and agrees to procure that, as soon as legally and practically possible after the date the Offer becomes or is declared unconditional in all respects the Target shall be removed from the Official List of the London Stock Exchange Limited and re-registered as a private company.53.C.

Offer. (ai) Promptly upon the occurrence of any lapse or withdrawal of the Offer or the end of the Certain Funds Period or the date the Offer is declared unconditional as to acceptances or wholly unconditional or finally closed in accordance with the City CodeTermination Date, the Company will give notice to the Administrative Agent (who shall notify the Lenders) that the same has occurred. (bii) Promptly upon satisfaction of the condition specified in Section 429 (1) or (2) of the Companies Act for giving a notice under that Section in respect of any Shares and the Offer becoming or being declared unconditional in all respects, the Company shall if it is entitled to do so cause Newco to (a) implement the procedures set out in Section 429 et seq. of the Companies Act to acquire any outstanding Shares and (b) use all commercially reasonable endeavors to acquire 100 per cent of the Shares as promptly as practicable. (ciii) The Company covenants and agrees Newco covenant and agree that without the prior written agreement of the Syndication Agent and the Administrative Agent the neither Company nor Newco will not (ia) issue or cause to be issued (or permit any other Affiliate of the Company to issue) any press release or other written public statement, the relevant portion of the text of which has not been previously approved by the Syndication Agent and the Administrative Agent (which such approval shall not be unreasonably withheld or delayed), which makes reference to this Agreement or to some or all of the Lenders in relation to this Agreement unless the public statement is required by applicable law, the City Code or any stock exchange or is in connection with any judicial proceeding concerning this Agreement (in which case the Company shall notify the Syndication Agent and the Administrative Agent and the Lenders as soon as practicable upon becoming aware that the public statement is required) (provided that the Syndication Agent, the Administrative Agent and the Lenders acknowledge that, pursuant to the City Code, (Xx) a summary of the principal terms of this Agreement will be disclosed in the Offer Document, and (Yy) this Agreement will be available for public inspection while the Offer remains open for acceptance) or (iib) take or permit to be taken any step as a result of which the cash portion of the offer price stated in the Offer Document is, or may be required to be, increased beyond the level agreed between the Company, the Syndication Agent Company and the Administrative Agent Joint Lead Arrangers from time to time.; or (div) The Each of Company and Newco covenants and agrees that, in respect of the Offer, it will comply with the City Code (subject to any 147 applicable waivers by the Panel), the Financial Services Act ▇▇▇▇, ▇▇e Companies Act and all other applicable laws relevant to the Offer in all material respectslaws. (ev) Unless to do so would be a breach of any other provision of this Section 5.08subsection 6.17, the Company Newco covenants and agrees that it will from time to time keep the Syndication Agent and the Administrative Agent informed as to the status and progress of the Offer and, in particular, will from time to time upon and promptly on request give to the Syndication Agent and the Administrative Agent reasonable details as to the current level of acceptances of the Offer (including a copy of every certificate concerning the level of acceptances delivered by the receiving banker in respect of the Offer to Newco, Company, or their respective advisers pursuant to the City Code) and such other matters relevant to the Offer as the Syndication Agent and the Administrative Agent may reasonably request. (f) The Company covenants and agrees, in any event, to give notice to lapse the Offer in the event that 120 days after Announcement Date the Offer has not been declared wholly unconditional as to acceptances, unless the Required Lenders agree in their absolute discretion to extend such period. (g) The Company covenants and agrees to procure that, as soon as legally and practically possible after the date the Offer becomes or is declared unconditional in all respects the Target shall be removed from the Official List of the London Stock Exchange Limited and re-registered as a private company.

Offer. (a) Promptly upon 5.1 Each Underwriter hereby severally and not jointly confirms to the occurrence of any lapse or withdrawal Company, the Selling Shareholders and to the other Underwriter that, subject to Clause 2.2, to the extent of the Offer or valid Bids by ASBA Bidders procured by it in its capacity as an Underwriter (including valid Bids procured by its respective Sub- Syndicate Members) in the end of the Certain Funds Period or the date the Offer is declared unconditional as Offer, in relation to acceptances or wholly unconditional or finally closed which Equity Shares have been allocated in accordance with the City Code, the Company will give notice to the Administrative Agent (who shall notify the Lenders) that the same has occurred. (b) Promptly upon satisfaction of the condition specified in Section 429 (1) or (2) of Companies Act for giving a notice under that Section in respect of any Shares and the Offer becoming or being declared unconditional in all respects, the Company shall (a) implement the procedures set out in Section 429 et seq. of the Companies Act to acquire any outstanding Shares and (b) use all commercially reasonable endeavors to acquire 100 per cent of the Shares as promptly as practicable. (c) The Company covenants and agrees that without the prior written agreement of the Syndication Agent and the Administrative Agent the Company will not (i) issue or cause to be issued (or permit any other Affiliate of the Company to issue) any press release or other written public statement, the relevant portion of the text of which has not been previously approved by the Syndication Agent and the Administrative Agent (which such approval shall not be unreasonably withheld or delayed), which makes reference to this Agreement or to some or all of the Lenders in relation to this Agreement unless the public statement is required by applicable law, the City Code or any stock exchange or is in connection with any judicial proceeding concerning this Agreement (in which case the Company shall notify the Syndication Agent and the Administrative Agent and the Lenders as soon as practicable upon becoming aware that the public statement is required) (provided that the Syndication Agent, the Administrative Agent and the Lenders acknowledge that, pursuant to the City Code, (X) a summary of the principal terms of this Agreement will and the Offer Documents, each such Underwriter shall only be disclosed responsible for ensuring completion of the subscription or the purchase in respect of such Bids, and not for Bids procured by the other Underwriter or its respective Sub-Syndicate Members or for Bidders who have submitted their Bids directly to the SCSBs, Registered Brokers, CDPs or RTAs, in the Offer Documentmanner set forth in this Clause 5. 5.2 Each Underwriter, severally and (Y) this Agreement will be available for public inspection while not jointly, confirms that subject to Clause 2.2, in the Offer remains open for acceptance) or (ii) take or permit event that a Bidder submitting its Bid to be taken such Underwriter at any step as a result of which the cash portion of the offer price stated Specified Locations, (including Bids procured by its Sub-Syndicate Members), who is allocated Equity Shares in the Offer Document isOffer, or may be required to be, increased beyond the level agreed between the Company, the Syndication Agent and the Administrative Agent from time to time. (d) The Company covenants and agrees that, defaults in its payment obligations in respect of the Offer, it will comply (other than defaults due to negligence, misconduct or default by the SCSBs or Sponsor Banks of any nature) in respect of the Equity Shares for which such Bidder has placed a Bid and in respect of which Bid (but for the default in payment of the Offer Price) the Bidder would be entitled to receive the Allotment of the Equity Shares arising on account of, through any default in blocking of funds solely and directly due to insufficiency of funds in the relevant ASBA Account, such Equity Shares shall first be allocated to other Bidders in respect of any excess subscription in the same category as in which the default occurs or in any other category in which there is any excess subscription in accordance with the City Code (subject to any applicable waivers by the Panel)SEBI ICDR Regulations, the Financial Services Act Red ▇▇▇▇, ▇▇e Companies Act ▇ Prospectus and all the Preliminary Offering Memorandum, and only if no such other applicable laws relevant Bidders are allocated such Equity Shares or if such other Bidders also default in the performance of their payment obligations in respect of the Offer as described in this Clause 5, the Underwriter (or its respective Sub-Syndicate Members) that procured the Bid from the Bidder that first defaulted in the performance of its payment obligations and whose identification mark is reflected on the ASBA Form of such ASBA Bidder shall make a payment, or cause the payment of, the Offer Price in respect of such Equity Shares to the Offer Escrow Account, as soon as reasonably practicable upon receipt of the notice referenced in all material respectsClause 6.1 below but prior to finalization of the Basis of Allotment by the Designated Stock Exchange and such Equity Shares shall be Allotted to the relevant Underwriter or to the subscriber / purchaser procured by it. For the avoidance of doubt, the Underwriters shall not be liable under the terms of this Agreement for any default in the blocking of funds in the relevant ASBA Account other than solely and directly due to insufficiency of funds in the relevant ASBA Account. 5.3 Each of the Underwriters shall discharge its underwriting obligations in this Clause 5 with the procedure set out in Clause 6, following the receipt of the notice referenced in Clause 6.1. 5.4 The obligations, representations, warranties, undertakings and liabilities of the Underwriters (eincluding the acts and omissions of their respective Sub-syndicate Members) Unless under this Agreement, including to do so would procure subscribers or purchasers to, or to subscribe or purchase themselves the Equity Shares at the Offer Price in accordance with this Clause 5 shall be a breach as provided in Clause 5.2 above and subject to Applicable Law. Each Underwriter shall be liable only for its own acts and omissions and not for the acts and omissions of any other provision Underwriter, except as provided under Clause 5.2 above or as may be required under Applicable Law. It is clarified that, in the event Investec and/or SSL fails to discharge their underwriting obligations under Clause 5.2, the underwriting obligation of Investec and/or SSL shall be discharged by SBICAPS. 5.5 In the event that any Underwriter discharges (such Underwriters, the “Discharging Underwriter”) any underwriting obligations of any other defaulting Underwriter pursuant to this Clause 5 hereto (for the purposes of this Section 5.08Clause 5.5, the “Defaulting Underwriter”), such Discharging Underwriter shall have full recourse to such Defaulting Underwriter without any participation or involvement required by, or liability of, the Company covenants and agrees that it will from time to time keep the Syndication Agent and the Administrative Agent informed Selling Shareholders or the other Underwriters. The underwriting and selling commission and any other commissions or fees, expenses and applicable taxes, as applicable, in respect of the Equity Shares for which a Discharging Underwriter discharges underwriting obligations of any Defaulting Underwriter shall be payable to such Discharging Underwriter and not to the status Defaulting Underwriter. 5.6 In the event that any Discharging Underwriter underwrites or procures purchasers to the extent of any shortfall in the underwriting obligations of any Defaulting Underwriter under this Agreement, then such Discharging Underwriter shall, in addition to and progress without prejudice to the remedies available to it under Applicable Law, be entitled to sell or dispose of the Offer andEquity Shares (representing the shortfall in the underwriting obligations of such Defaulting Underwriter) to any person or generally in the market or otherwise at a price realizable by such Discharging Underwriter, subject to compliance with Applicable Law in particularrespect of such sale or disposal, will from time to time upon request give to the Syndication Agent and the Administrative Agent reasonable details as to the current level of acceptances of the Offer and such other matters relevant to the Offer as the Syndication Agent and the Administrative Agent may reasonably request. (f) The Company covenants and agrees, in any event, to give notice to lapse the Offer in the event that 120 days after Announcement Date the Offer proceeds from the sale of such Equity Shares is less than cost of the Equity Shares purchased by it or the Discharging Underwriter has not been declared wholly unconditional as to acceptancessold some or all of such Equity Shares, unless such Defaulting Underwriter shall fully indemnify and hold the Required Lenders agree in their absolute discretion to extend Discharging Underwriter harmless from and against any such period. (g) The Company covenants and agrees to procure that, as soon as legally and practically possible after the date the Offer becomes or is declared unconditional in all respects the Target shall be removed from the Official List loss on account of the London Stock Exchange Limited sale or retention of some or all of such Equity Shares, including any costs or expenses incurred by the Discharging Underwriter on such purchase and re-registered as a private companysale.

Offer. (a) Promptly upon the occurrence of any lapse or withdrawal 5.1. Each Underwriter hereby, severally and not jointly, confirms to each of the Offer or Company, the end Selling Shareholders and to each of the Certain Funds Period or other Underwriters that, subject to Sections 2.2, 5.2 and 5.3, to the date extent of the valid Bids procured and uploaded by it (and, with respect to Kotak and MOIAL, to the extent of valid ASBA Bids procured and uploaded by KSL and MOFSL, respectively, in its capacity as an Underwriter (including valid Bids procured and uploaded by its respective Sub-Syndicate Members) in the Offer is declared unconditional as in relation to acceptances or wholly unconditional or finally closed which Equity Shares have been allocated in accordance with the City Codeterms of this Agreement and the Offer Documents, each such Underwriter shall only be responsible for ensuring completion of the subscription or purchase in respect of such Bids and not for Bids procured and/ or uploaded by other Underwriters (or Bids procured and/ or uploaded by the respective Sub-Syndicate Members of such Underwriters) in the manner set forth in this Section 5. For the purpose of this Agreement, “valid Bids” shall mean such Bids made during the Bid/Offer Period for which funds have been successfully blocked and which are not liable to be rejected on any of the grounds disclosed in the Offer Documents or Applicable Laws. The Company will give notice to the Administrative Agent (who shall notify the Lenders) confirms that the same has occurredEquity Shares offered through the Offer shall be Allocated and subsequently Allotted to successful Bidders, including, Bids procured by the Underwriters (if any), in terms of the Red ▇▇▇▇▇▇▇ Prospectus and the Prospectus in the case of resident Bidders and the Preliminary Offering Memorandum and the Final Offering Memorandum in the case of non-resident Bidders, and the Applicable Law. (b) Promptly upon satisfaction 5.2. Each Underwriter, severally and not jointly, agrees that, subject to Section 2.2, in the event a Syndicate ASBA Bidder submitting its Bid to an Underwriter, who is allocated Equity Shares in the Offer, defaults in its payment obligations in respect of the condition specified Offer (excluding defaults due to negligence, misconduct or default by the SCSBs or the Sponsor Banks) through any default in Section 429 (1) or (2) blocking of Companies Act funds solely and directly due to insufficiency of funds in the relevant ASBA Account and such Bidder would have been entitled to receive the allotment of the Equity Shares but for giving a notice under that Section default in blocking of funds solely and directly due to insufficiency of funds in the relevant ASBA account, such Equity Shares shall first be allocated to other Bidders in respect of any Shares excess subscription in the same category as in which the default occurs or in any other category in which there is any excess subscription in accordance with the SEBI ICDR Regulations and the Offer becoming Preliminary Offering Memorandum, and only if no such other Bidders are allocated such Equity Shares or being declared unconditional in all respects, the Company shall (a) implement the procedures set out in Section 429 et seq. of the Companies Act to acquire any outstanding Shares and (b) use all commercially reasonable endeavors to acquire 100 per cent of the Shares as promptly as practicable. (c) The Company covenants and agrees that without the prior written agreement of the Syndication Agent and the Administrative Agent the Company will not (i) issue or cause to be issued (or permit any if such other Affiliate of the Company to issue) any press release or other written public statement, the relevant portion of the text of which has not been previously approved by the Syndication Agent and the Administrative Agent (which such approval shall not be unreasonably withheld or delayed), which makes reference to this Agreement or to some or all of the Lenders in relation to this Agreement unless the public statement is required by applicable law, the City Code or any stock exchange or is in connection with any judicial proceeding concerning this Agreement (in which case the Company shall notify the Syndication Agent and the Administrative Agent and the Lenders as soon as practicable upon becoming aware that the public statement is required) (provided that the Syndication Agent, the Administrative Agent and the Lenders acknowledge that, pursuant to the City Code, (X) a summary of the principal terms of this Agreement will be disclosed Bidders also default in the Offer Document, and (Y) this Agreement will be available for public inspection while the Offer remains open for acceptance) or (ii) take or permit to be taken any step as a result performance of which the cash portion of the offer price stated in the Offer Document is, or may be required to be, increased beyond the level agreed between the Company, the Syndication Agent and the Administrative Agent from time to time. (d) The Company covenants and agrees that, their payment obligations in respect of the Offer, it will comply with the City Code Underwriter that procured and uploaded the Bid from the Syndicate ASBA Bidder that first defaulted in the performance of its obligations and whose identification mark is reflected on the ASBA Form of such Syndicate ASBA Bidder (including Bids procured from the Syndicate ASBA Bidder and uploaded by such Underwriter’s Sub-Syndicate Members) shall make a payment, or cause payment of, the Offer Price in respect of such Equity Shares to the relevant Escrow Account as soon as reasonably practicable upon receipt of the notice referenced in Section 6 but prior to finalization of Basis of Allotment by the Designated Stock Exchange and such Equity Shares shall be Allotted to the relevant Underwriter or to the purchaser procured by it. For the avoidance of doubt, the Underwriters shall not be liable under the terms of this Agreement for any default in the blocking of funds in the relevant ASBA Account other than solely and directly due to insufficiency of funds in the relevant ASBA Account. 5.3. The Parties agree that, subject to any applicable waivers by the Panel), the Financial Services Act ▇▇▇▇, ▇▇e Companies Act and all other applicable laws relevant to the Offer in all material respects. (e) Unless to do so would be a breach of any other provision provisions of this Agreement, including Section 5.085.2, the Company covenants and agrees that it will from time to time keep the Syndication Agent and the Administrative Agent informed as to the status and progress of the Offer and, in particular, will from time to time upon request give to the Syndication Agent and the Administrative Agent reasonable details as to the current level of acceptances of the Offer and such other matters relevant to the Offer as the Syndication Agent and the Administrative Agent may reasonably request. (f) The Company covenants and agrees, in any event, to give notice to lapse the Offer in the event that 120 days after Announcement Date KSL or MOFSL fails to discharge its underwriting obligations under Section 5.2, the underwriting obligations of KSL and MOFSL under Section 5.2 shall be discharged by Kotak and MOIAL, as applicable. Such discharge of obligations shall be without any participation or involvement required by, or liability of the Company and the Selling Shareholders. 5.4. It is clarified that the Underwriters have not and will not be deemed to have procured Bids by Anchor Investors procured by the Book Running Lead Managers, or those ASBA Bids which have been procured by the SCSBs themselves or by the Registered Brokers, Collecting Depository Participants and RTAs and will not be responsible for withdrawal or incompleteness of any ASBA Bid arising due to the negligence, misconduct, default or fraud by the SCSBs or the Sponsor Bank (including any Bids which are received by Sponsor Banks, where the validation and funds blocking is not done by the Sponsor Banks). 5.5. Subject to Section 5.3, the obligations, representations, warranties, undertakings and liabilities of the Underwriters under this Agreement, including to procure subscribers or purchasers for, or subscribe to or purchase themselves, the Equity Shares at the Offer Price in accordance with Section 5 shall be several and not joint. Subject to Section 5.3, each Underwriter shall be liable only for its own acts and omissions and not for the acts and omissions of any other Underwriter or their respective Sub-Syndicate Members. In the event that any Underwriter discharges (“Discharging Underwriter”) any underwriting obligations of any other defaulting Underwriter pursuant to Section 5 hereof (for the purposes of this Section 5 and Section 7 hereof, the “Defaulting Underwriter”), such Discharging Underwriter shall have full recourse to such Defaulting Underwriter (and their respective Sub-Syndicate Members) without any participation or involvement required by, or liability of, the Company, each of the Selling Shareholders or the other Underwriters. For the avoidance of doubt, the underwriting and selling commission and any other commissions or fees, expenses and applicable taxes (“Underwriting Fees”), in respect of Equity Shares for which a Discharging Underwriter discharges underwriting obligations of any Defaulting Underwriter, shall be payable to the Discharging Underwriter and not to such Defaulting Underwriter. 5.6. In the event of a failure of any Defaulting Underwriter to fulfill its obligations, a Discharging Underwriter, at its discretion in addition to and without prejudice to the remedies available to it under Applicable Law, shall be entitled to sell or dispose of the Equity Shares (representing the shortfall in the underwriting obligations of the Defaulting Underwriter) to any person or generally in the market or otherwise at a price realizable by such Discharging Underwriter, and in the event that the proceeds from the sale of such Equity Shares is less than cost of the Equity Shares purchased by it or a Discharging Underwriter has not been declared wholly unconditional as able to acceptancessell or dispose of some or all of such Equity Shares, unless such Defaulting Underwriter shall fully indemnify and hold the Required Lenders agree in their absolute discretion to extend Discharging Underwriter harmless from and against any such period. (g) The Company covenants and agrees to procure that, as soon as legally and practically possible after the date the Offer becomes or is declared unconditional in all respects the Target shall be removed from the Official List loss on account of the London Stock Exchange Limited sale or retention of some or all of such Equity Shares, including any costs or expenses incurred by such Discharging Underwriter on such purchase and re-registered sale. Any actions required to be taken by any of the Underwriters in relation this Section 5.6 shall not require the Company and the Selling Shareholders to make any additional payments other than as a private companyrequired in terms of this Agreement.

Offer. (a) Promptly upon No Shareholder shall dispose of shares of Stock owned by such Shareholder to any person or entity until such Shareholder (the occurrence "Offering Shareholder") shall first have offered such shares first to the Corporation and then to the Existing Shareholders and the other Shareholders listed on Schedule A (the Shareholders and the Existing Shareholders, collectively, the "Offeree Shareholders") by notice in writing (the "Offer Notice") and shall otherwise have complied with this Section 2. Any Offer Notice under this Agreement shall be given at the same time to the Corporation and the Offeree Shareholders and shall specify (i) the person or entity to which the shares of Stock, or to which any lapse or withdrawal interest in such shares, are proposed to be transferred (the "Third Party Offeror"), (ii) the price, other consideration and other material terms and conditions of the Offer transaction that the Offering Shareholder proposes to undertake with the Third Party Offeror and (iii) the number of shares proposed to be included in or affected by the disposition to the Third Party Offeror. First the Corporation and then, if the Corporation does not exercise its right to purchase the offered Stock, the Offeree Shareholders shall have the right to acquire all (but not less than all) of the Stock or the end interests therein offered by the Offering Shareholder on the terms and conditions set forth in the Offer Notice. Such right shall be exercisable by the Corporation within forty-five (45) days after the Offer Notice is given by the Offering Shareholder and by the Offeree Shareholders within the period from fifty (50) to ninety (90) days after the Offer Notice is given to such Shareholders. Such right shall be deemed to be exercised when written notice of such exercise is given by the Corporation or an Offeree Shareholder to the Offering Shareholder within the applicable period specified above. (a) If there is more than one Offeree Shareholder, then each such Shareholder shall have the right and option to acquire a pro rata portion of the Certain Funds Period Stock offered by the Offering Shareholder (such pro rata portion, as defined in Section 2.2(c), a "Pro Rata Portion"), in the manner provided in this Section 2. If any of such Offeree Shareholders fails to exercise its right to acquire all of the Stock that such Shareholder is entitled to acquire under this Section 2 or gives notice to the date Offering Shareholder that it will not exercise such right, then the Offer is declared unconditional as other Offeree Shareholders shall have the right and option to acceptances or wholly unconditional or finally closed acquire Pro Rata Portions of such Stock, in the manner provided in this Section 2. If only one Offeree Shareholder exercises its option to acquire Stock subject to this Section 2, then such Shareholder shall have the right to acquire all (and not less than all) of such Stock offered by the Offering Shareholder, in accordance with this Section 2. To effectuate the City Codeoffer of Stock to Offeree Shareholders pursuant to this Section 2.2, if any Offeree Shareholder fails to exercise its option to acquire such Stock within the Company will give fifty to ninety day exercise period provided in Section 2.2(a) or gives notice to the Administrative Agent (who shall notify the Lenders) Offering Shareholder that the same has occurred. (b) Promptly upon satisfaction of the condition specified in Section 429 (1) or (2) of Companies Act for giving a notice under that Section in respect of any Shares and the Offer becoming or being declared unconditional in all respects, the Company shall (a) implement the procedures set out in Section 429 et seq. of the Companies Act to acquire any outstanding Shares and (b) use all commercially reasonable endeavors to acquire 100 per cent of the Shares as promptly as practicable. (c) The Company covenants and agrees that without the prior written agreement of the Syndication Agent and the Administrative Agent the Company will not (i) issue or cause to be issued (or permit any other Affiliate of the Company to issue) any press release or other written public statement, the relevant portion of the text of which has not been previously approved by the Syndication Agent and the Administrative Agent (which such approval shall not be unreasonably withheld or delayed), which makes reference to this Agreement or to some or all of the Lenders in relation to this Agreement unless the public statement is required by applicable law, the City Code or any stock exchange or is in connection with any judicial proceeding concerning this Agreement (in which case the Company shall notify the Syndication Agent and the Administrative Agent and the Lenders as soon as practicable upon becoming aware that the public statement is required) (provided that the Syndication Agent, the Administrative Agent and the Lenders acknowledge that, pursuant to the City Code, (X) a summary of the principal terms of this Agreement will be disclosed in the Offer Document, and (Y) this Agreement will be available for public inspection while the Offer remains open for acceptance) or (ii) take or permit to be taken any step as a result of which the cash portion of the offer price stated in the Offer Document is, or may be required to be, increased beyond the level agreed between the Company, the Syndication Agent and the Administrative Agent from time to time. (d) The Company covenants and agrees that, in respect of the Offer, it will comply with the City Code (subject to any applicable waivers by the Panel), the Financial Services Act ▇▇▇▇, ▇▇e Companies Act and all other applicable laws relevant to the Offer in all material respects. (e) Unless to do so would be a breach of any other provision of this Section 5.08, the Company covenants and agrees that it will from time to time keep the Syndication Agent and the Administrative Agent informed as to the status and progress of the Offer and, in particular, will from time to time upon request give to the Syndication Agent and the Administrative Agent reasonable details as to the current level of acceptances of the Offer and such other matters relevant to the Offer as the Syndication Agent and the Administrative Agent may reasonably request. (f) The Company covenants and agrees, in any event, to give notice to lapse the Offer in the event that 120 days after Announcement Date the Offer has not been declared wholly unconditional as to acceptances, unless the Required Lenders agree in their absolute discretion to extend such period. (g) The Company covenants and agrees to procure that, as soon as legally and practically possible after the date the Offer becomes or is declared unconditional in all respects the Target shall be removed from the Official List of the London Stock Exchange Limited and re-registered as a private company.it

Offer. The ▇▇▇▇▇▇ Holder's notice shall contain an irrevocable offer to sell such ▇▇▇▇▇▇ Shares to the Company (ain the manner set forth below) Promptly upon at a purchase price equal to the occurrence of any lapse or withdrawal price contained in, and on the same terms and conditions of, the Offer, and shall be accompanied by a true copy of the Offer (which shall identify the Offeror). At any time within 45 days after the date of the receipt by the Company of the ▇▇▇▇▇▇ Holders' notice, the Company shall have the right and option to purchase, or to arrange for a third party to purchase, all of the ▇▇▇▇▇▇ Shares covered by the Offer either (i) at the same price and on the same terms and conditions as the Offer or (ii) if the Offer includes any consideration other than cash, then at the sole option of the ▇▇▇▇▇▇ Holder, at the equivalent all-cash price, determined in good faith by the Board, by delivering a certified bank check or checks or wire transfer in the appropriate amount to the ▇▇▇▇▇▇ Holder at the principal office of the Company against delivery of certificates or other instruments representing ▇▇▇▇▇▇ Shares so purchased, appropriately endorsed by the ▇▇▇▇▇▇ Holder. If at the end of such 45-day period, the Company has not tendered the purchase price for such shares in the manner set forth above, the ▇▇▇▇▇▇ Holder may during the succeeding 30- day period sell not less than all of shares of Common Stock covered by the Offer to the Offeror at a price and on terms materially no less favorable to the ▇▇▇▇▇▇ Holder than those contained in the Offer. No sale may be made to any Offeror unless the Offeror agrees in writing with the Company to be bound by the provisions of this Agreement as if it were a ▇▇▇▇▇▇ Holder. Promptly after such sale, the ▇▇▇▇▇▇ Holder shall notify the Company of the consummation thereof and shall furnish such evidence of the completion and time of completion of such sale and of the terms thereof as may reasonably be requested by the Company. If, at the end of the Certain Funds Period or 30-day period following the date the Offer is declared unconditional as to acceptances or wholly unconditional or finally closed in accordance with the City Code, the Company will give notice to the Administrative Agent (who shall notify the Lenders) that the same has occurred. (b) Promptly upon satisfaction expiration of the condition specified in Section 429 (1) or (2) of Companies Act 45-day period for giving a notice under that Section in respect of any Shares and the Offer becoming or being declared unconditional in all respects, the Company shall (a) implement the procedures set out in Section 429 et seq. of the Companies Act to acquire any outstanding Shares and (b) use all commercially reasonable endeavors to acquire 100 per cent of the Shares as promptly as practicable. (c) The Company covenants and agrees that without the prior written agreement of the Syndication Agent and the Administrative Agent the Company will not (i) issue or cause to be issued (or permit any other Affiliate of the Company to issue) any press release or other written public statement, the relevant portion of the text of which has not been previously approved by the Syndication Agent and the Administrative Agent (which such approval shall not be unreasonably withheld or delayed), which makes reference to this Agreement or to some or all of the Lenders in relation to this Agreement unless the public statement is required by applicable law, the City Code or any stock exchange or is in connection with any judicial proceeding concerning this Agreement (in which case the Company shall notify the Syndication Agent and the Administrative Agent and the Lenders as soon as practicable upon becoming aware that the public statement is required) (provided that the Syndication Agent, the Administrative Agent and the Lenders acknowledge that, pursuant to the City Code, (X) a summary of the principal terms of this Agreement will be disclosed in the Offer Document, and (Y) this Agreement will be available for public inspection while the Offer remains open for acceptance) or (ii) take or permit to be taken any step as a result of which the cash portion of the offer price stated in the Offer Document is, or may be required to be, increased beyond the level agreed between the Company, the Syndication Agent and the Administrative Agent from time to time. (d) The Company covenants and agrees that, in respect of the Offer, it will comply with the City Code (subject to any applicable waivers by the Panel), the Financial Services Act purchase ▇▇▇▇▇▇ Shares, the ▇▇e Companies Act and ▇▇▇▇ Holder has not completed the sale of such ▇▇▇▇▇▇ Shares as aforesaid, all other applicable laws relevant the restrictions on sale, transfer or assignment contained in this Section 2(c) shall again be in effect with respect to the Offer in all material respects. (e) Unless to do so would be a breach of any other provision such ▇▇▇▇▇▇ Shares. The terms of this Section 5.08, the Company covenants and agrees that it will from time 2(c) shall not apply to time keep the Syndication Agent and the Administrative Agent informed as a sale of ▇▇▇▇▇▇ Shares by a ▇▇▇▇▇▇ Holder under Section 3 or by a Bring-Along Seller pursuant to the status and progress of the Offer and, in particular, will from time to time upon request give to the Syndication Agent and the Administrative Agent reasonable details as to the current level of acceptances of the Offer and such other matters relevant to the Offer as the Syndication Agent and the Administrative Agent may reasonably requestSection 4. (f) The Company covenants and agrees, in any event, to give notice to lapse the Offer in the event that 120 days after Announcement Date the Offer has not been declared wholly unconditional as to acceptances, unless the Required Lenders agree in their absolute discretion to extend such period. (g) The Company covenants and agrees to procure that, as soon as legally and practically possible after the date the Offer becomes or is declared unconditional in all respects the Target shall be removed from the Official List of the London Stock Exchange Limited and re-registered as a private company.

Offer. (a) Promptly upon 5.1 Each Underwriter hereby, severally and not jointly, confirms to the occurrence of any lapse or withdrawal Company, and each of the Offer or Selling Shareholders and to the end other Underwriters that, subject to Sections 2.2 and 5.2, to the extent of the Certain Funds Period or valid Bids procured by it (and, with respect to JM Financial, to the date extent of the valid Bids procured by JMFSL) in its capacity as an Underwriter (including Bids procured by its respective Sub-syndicate Members) in the Offer is declared unconditional as in relation to acceptances or wholly unconditional or finally closed which Equity Shares have been allocated in accordance with the City Codeterms of this Agreement and the Offer Documents, each such Underwriter shall only be responsible for ensuring completion of the subscription or purchase in respect of such Bids and not for Bids procured by other Underwriters (or Bids procured by the respective Sub-syndicate members of such Underwriters) in the manner set forth in this Section 5 provided that in accordance with Regulation 40(2) of the ICDR Regulations, any Bids by QIBs in the QIB Portion will not be underwritten. For the purpose of this Agreement, “valid Bids” shall mean such Bids made during the Bid/Offer Period for which funds have been successfully blocked and which are not liable to be rejected on any of the grounds disclosed in the Offer Documents or under Applicable Law. The Company and the Selling Shareholders hereby severally and not jointly confirm to the Underwriters that the Equity Shares offered through the Offer shall be allocated to successful Bidders including the successful Bidders procured by the Underwriters in terms of the Red ▇▇▇▇▇▇▇ Prospectus, the Company Prospectus, the Preliminary Offering Memorandum, the Offering Memorandum and Applicable Law. It is clarified that the Underwriters have not and will give notice not be deemed to have procured Bids by Anchor Investors procured by the BRLMs, or those ASBA Bids which have been procured by the SCSBs themselves or by the Registered Brokers, Collecting Depository Participants and RTAs and will not be responsible for withdrawal or incompleteness of any ASBA Bid arising due to the Administrative Agent (who shall notify negligence, misconduct, fraud or default by the Lenders) that SCSBs or the same has occurredSponsor Bank. 5.2 Each Underwriter (bin respect of Bidders who have submitted their Bids to such Underwriter directly) Promptly upon satisfaction severally and not jointly agrees that, subject to Section 2.2, in the event a Syndicate ASBA Bidder submitting its Bid to an Underwriter (including Bids submitted to the respective Sub-syndicate members), who is allocated Equity Shares in the Offer, defaults in its payment obligations in respect of the condition specified Offer after the Bid/Closing Date (excluding defaults due to negligence, misconduct or default by the SCSBs or the Sponsor Banks of any nature) through any default in Section 429 (1) or (2) blocking of Companies Act for giving a notice under that Section funds solely and directly due to insufficiency of funds in the relevant ASBA Account, such Equity Shares shall first be allocated to other Bidders in respect of any Shares excess subscription in the same category as in which the default occurs or in any other category in which there is any excess subscription in accordance with the ICDR Regulations and the Offer becoming or being declared unconditional in all respectsPreliminary Offering Memorandum, the Company shall (a) implement the procedures set out in Section 429 et seq. of the Companies Act and only if such Equity Shares cannot be allocated to acquire any outstanding Shares and (b) use all commercially reasonable endeavors to acquire 100 per cent of the Shares as promptly as practicable. (c) The Company covenants and agrees that without the prior written agreement of the Syndication Agent and the Administrative Agent the Company will not (i) issue or cause to be issued (or permit any other Affiliate of the Company to issue) any press release Bidders or if such other written public statement, the relevant portion of the text of which has not been previously approved by the Syndication Agent and the Administrative Agent (which such approval shall not be unreasonably withheld or delayed), which makes reference to this Agreement or to some or all of the Lenders in relation to this Agreement unless the public statement is required by applicable law, the City Code or any stock exchange or is in connection with any judicial proceeding concerning this Agreement (in which case the Company shall notify the Syndication Agent and the Administrative Agent and the Lenders as soon as practicable upon becoming aware that the public statement is required) (provided that the Syndication Agent, the Administrative Agent and the Lenders acknowledge that, pursuant to the City Code, (X) a summary of the principal terms of this Agreement will be disclosed Bidders also default in the Offer Document, and (Y) this Agreement will be available for public inspection while the Offer remains open for acceptance) or (ii) take or permit to be taken any step as a result performance of which the cash portion of the offer price stated in the Offer Document is, or may be required to be, increased beyond the level agreed between the Company, the Syndication Agent and the Administrative Agent from time to time. (d) The Company covenants and agrees that, their payment obligations in respect of the Offer, it the Underwriter that procured the Bid from the Syndicate ASBA Bidder that first defaulted in the performance of its obligations and whose identification mark is reflected on the ASBA Form of such Syndicate ASBA Bidder (including Bids procured from the Syndicate ASBA Bidder by such Underwriter’s Sub-syndicate Members) shall make a payment, or cause payment of, the Offer Price in respect of such Equity Shares to the Escrow Account as soon as reasonably practicable upon receipt of the notice referenced in Section 6 but prior to finalization of Basis of Allotment by the Designated Stock Exchange and such Equity Shares shall be Allotted to the relevant Underwriter or to the purchaser procured by it. For the avoidance of doubt, the Underwriters shall not be liable under the terms of this Agreement for any default in the blocking of funds in the relevant ASBA Account other than solely and directly due to insufficiency of funds in the relevant ASBA Account. Further, in accordance with Regulation 40(2) of the ICDR Regulations, any Bids by QIBs in the QIB Portion will comply with the City Code (not be underwritten. 5.3 The Parties agree that, subject to any applicable waivers by the Panel), the Financial Services Act ▇▇▇▇, ▇▇e Companies Act and all other applicable laws relevant to the Offer in all material respects. (e) Unless to do so would be a breach of any other provision provisions of this Agreement, including Section 5.085.2, the Company covenants and agrees that it will from time to time keep the Syndication Agent and the Administrative Agent informed as to the status and progress of the Offer and, in particular, will from time to time upon request give to the Syndication Agent and the Administrative Agent reasonable details as to the current level of acceptances of the Offer and such other matters relevant to the Offer as the Syndication Agent and the Administrative Agent may reasonably request. (f) The Company covenants and agrees, in any event, to give notice to lapse the Offer in the event that 120 days after Announcement Date JMFSL fails to discharge its underwriting obligations under Section 5.2, the underwriting obligations of JMFSL under Section 5.2 shall be discharged by JM Financial. Such discharge of obligations shall be without any participation or involvement required by, or liability of the Company and the Selling Shareholders. 5.4 Subject to Section 5.3, the obligations, representations, warranties, undertakings and liabilities of the Underwriters under this Agreement, including to procure subscribers or purchasers for, or subscribe to or purchase themselves, the Equity Shares at the Offer Price in accordance with this Section 5 shall be several and not joint. Subject to Section 5.3, each Underwriter shall be liable only for its own acts and omissions and not for the acts and omissions of any other Underwriter. 5.5 In the event that any Underwriter discharges (“Discharging Underwriter”) any underwriting obligations of any other member of the Syndicate pursuant to this Section (for the purposes of this Section 5, the “Defaulting Syndicate Member”), such Discharging Underwriter shall have full recourse to such Defaulting Syndicate Member (or their respective Sub-syndicate Member) without any participation or involvement required by, or liability of, the Company and the Selling Shareholders or the other Underwriters. The underwriting and selling commission and any other commissions or fees, expenses and applicable taxes, as may be applicable, in respect of Equity Shares for which a Discharging Underwriter discharges underwriting obligations of any Defaulting Underwriter shall be payable to the Discharging Underwriter and not to the Defaulting Syndicate Member. 5.6 In the event of a failure of any Defaulting Syndicate Member to fulfil its obligations under Section 5.5, the Discharging Underwriter may at its discretion in addition to and without prejudice to the remedies available to it under Applicable Law, shall be entitled to sell or dispose of the Equity Shares (representing the shortfall in the underwriting obligations of such Defaulting Syndicate Member) to any person or generally in the market or otherwise at a price realizable by it, and in the event that the proceeds from the sale of such Equity Shares is less than cost of the Equity Shares purchased by it or the Discharging Underwriter has not been declared wholly unconditional as able to acceptancessell or dispose of some or all of such Equity Shares, unless such Defaulting Syndicate Member shall fully indemnify and hold the Required Lenders agree in their absolute discretion to extend Discharging Underwriter harmless from and against any such period. (g) The Company covenants and agrees to procure that, as soon as legally and practically possible after the date the Offer becomes or is declared unconditional in all respects the Target shall be removed from the Official List loss on account of the London Stock Exchange Limited sale or retention of some or all of such Equity Shares, including any costs or expenses incurred by the Discharging Underwriter on such purchase and re-registered as a private companysale.

Offer. I irrevocably and unconditionally undertake, if the Acquisition is implemented by way of the Offer, to the Offeror that: (ai) Promptly (to the extent I or my spouse hold Shares) upon the occurrence of any lapse or withdrawal Offer being made, I will (and will use reasonable endeavours to procure that my spouse will) be able to accept or, where applicable, procure the acceptance of the Offer or the end in respect of the Certain Funds Period Shares and to transfer the Shares free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including voting rights and the right to receive and retain in full all dividends of any nature and other distributions (if any) where any such distribution is declared, made or paid on or after the date on which the Offer is declared becomes unconditional as to acceptances or wholly unconditional or finally closed in accordance with the City Code, the Company will give notice all respects; (ii) (to the Administrative Agent extent I or my spouse hold Shares) I shall (who and shall notify use reasonable endeavours to procure that my spouse shall) as soon as possible and in any event within ten days after the Lenders) that the same has occurred. (b) Promptly upon satisfaction posting of the condition specified in Section 429 formal document containing the Offer (1the “Offer Document”) or (2) of Companies Act for giving a notice under that Section or, in respect of any Shares allotted to me after the posting of the Offer Document, within ten days of such allotment) duly accept or procure acceptance of the Offer in accordance with its terms in respect of the Shares and, in respect of any Shares held in certificated form, shall forward the relevant share certificate(s) to the Offeror or its nominated representative (or a form of indemnity acceptable to the directors of the Company in respect of any lost certificate(s)) at the time of acceptance and, in respect of any Shares held in uncertificated form, shall procure that the CREST nominee is instructed to accept the Offer; (iii) (to the extent I or my spouse hold Shares) notwithstanding that the terms of the Offer Document will confer rights of withdrawal on accepting shareholders, I shall not (and shall use reasonable endeavours to procure that my spouse shall not) withdraw any acceptance of the Offer in respect of the Shares or any of them and shall procure that no rights to withdraw any acceptance in respect of such Shares are exercised; and (iv) (to the extent I or my spouse hold Shares) the Shares shall be acquired by the Offeror free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including voting rights and the right to receive and retain in full all dividends of any nature and other distributions (if any) where any such distribution is declared, made or paid on or after the date on which the Offer becoming or being declared becomes unconditional in all respects, the Company shall (a) implement the procedures set out in Section 429 et seq. of the Companies Act to acquire any outstanding Shares and (b) use all commercially reasonable endeavors to acquire 100 per cent of the Shares as promptly as practicable. (c) The Company covenants and agrees that without the prior written agreement of the Syndication Agent and the Administrative Agent the Company will not (i) issue or cause to be issued (or permit any other Affiliate of the Company to issue) any press release or other written public statement, the relevant portion of the text of which has not been previously approved by the Syndication Agent and the Administrative Agent (which such approval shall not be unreasonably withheld or delayed), which makes reference to this Agreement or to some or all of the Lenders in relation to this Agreement unless the public statement is required by applicable law, the City Code or any stock exchange or is in connection with any judicial proceeding concerning this Agreement (in which case the Company shall notify the Syndication Agent and the Administrative Agent and the Lenders as soon as practicable upon becoming aware that the public statement is required) (provided that the Syndication Agent, the Administrative Agent and the Lenders acknowledge that, pursuant to the City Code, (X) a summary of the principal terms of this Agreement will be disclosed in the Offer Document, and (Y) this Agreement will be available for public inspection while the Offer remains open for acceptance) or (ii) take or permit to be taken any step as a result of which the cash portion of the offer price stated in the Offer Document is, or may be required to be, increased beyond the level agreed between the Company, the Syndication Agent and the Administrative Agent from time to time. (d) The Company covenants and agrees that, in respect of the Offer, it will comply with the City Code (subject to any applicable waivers by the Panel), the Financial Services Act ▇▇▇▇, ▇▇e Companies Act and all other applicable laws relevant to the Offer in all material respects. (e) Unless to do so would be a breach of any other provision of this Section 5.08, the Company covenants and agrees that it will from time to time keep the Syndication Agent and the Administrative Agent informed as to the status and progress of the Offer and, in particular, will from time to time upon request give to the Syndication Agent and the Administrative Agent reasonable details as to the current level of acceptances of the Offer and such other matters relevant to the Offer as the Syndication Agent and the Administrative Agent may reasonably request. (f) The Company covenants and agrees, in any event, to give notice to lapse the Offer in the event that 120 days after Announcement Date the Offer has not been declared wholly unconditional as to acceptances, unless the Required Lenders agree in their absolute discretion to extend such period. (g) The Company covenants and agrees to procure that, as soon as legally and practically possible after the date the Offer becomes or is declared unconditional in all respects the Target shall be removed from the Official List of the London Stock Exchange Limited and re-registered as a private company.

Offer. (a) Promptly upon 5.1 Each Underwriter hereby, severally and not jointly, confirms to the occurrence Company, the Selling Shareholders and to the other Underwriters, that, subject to Clauses 2.2 and 5.3 of any lapse or withdrawal this Agreement, to the extent of the Offer or valid Bids procured by it, in its capacity as an Underwriter (including valid Bids procured by its respective sub-syndicate members) in the end of the Certain Funds Period or the date the Offer is declared unconditional as Offer, in relation to acceptances or wholly unconditional or finally closed which Equity Shares are proposed to be Allocated in accordance with the City Code, the Company will give notice to the Administrative Agent (who shall notify the Lenders) that the same has occurred. (b) Promptly upon satisfaction of the condition specified in Section 429 (1) or (2) of Companies Act for giving a notice under that Section in respect of any Shares and the Offer becoming or being declared unconditional in all respects, the Company shall (a) implement the procedures set out in Section 429 et seq. of the Companies Act to acquire any outstanding Shares and (b) use all commercially reasonable endeavors to acquire 100 per cent of the Shares as promptly as practicable. (c) The Company covenants and agrees that without the prior written agreement of the Syndication Agent and the Administrative Agent the Company will not (i) issue or cause to be issued (or permit any other Affiliate of the Company to issue) any press release or other written public statement, the relevant portion of the text of which has not been previously approved by the Syndication Agent and the Administrative Agent (which such approval shall not be unreasonably withheld or delayed), which makes reference to this Agreement or to some or all of the Lenders in relation to this Agreement unless the public statement is required by applicable law, the City Code or any stock exchange or is in connection with any judicial proceeding concerning this Agreement (in which case the Company shall notify the Syndication Agent and the Administrative Agent and the Lenders as soon as practicable upon becoming aware that the public statement is required) (provided that the Syndication Agent, the Administrative Agent and the Lenders acknowledge that, pursuant to the City Code, (X) a summary of the principal terms of this Agreement will and the Offer Documents, it shall only be responsible for ensuring completion of the subscription or the purchase in respect of such valid Bids and not for valid Bids procured by other Underwriters (or the respective sub-syndicate members of such Underwriters), in the manner set forth in this Clause 5. For the purpose of this Agreement, “valid Bids” shall mean such Bids made during the Bid/Offer Period which are not liable to be rejected on any of the grounds disclosed in the Offer Document, and (Y) this Agreement will be available for public inspection while Documents or Applicable Laws. The Company confirms that it shall allocate all of the Equity Shares offered through the Offer remains open to successful Bidders including the successful Bidders procured by the Underwriters in terms of the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus, the Preliminary Offering Memorandum, the Offering Memorandum and Applicable Law. 5.2 It is clarified that the Underwriters have not and will not be deemed to have procured Bids by Anchor Investors procured by the Book Running Lead Managers, or those ASBA Bids which have been procured by the SCSBs themselves or by the Registered Brokers, Collecting Depository Participants and RTAs and will not be responsible for acceptancewithdrawal or incompleteness of any ASBA Bid arising due to the negligence, misconduct, fraud or default by the SCSBs or the Sponsor Bank. It is also clarified that the Underwriters shall not have any obligation to procure subscribers for (pursuant to their underwriting obligations) or subscribe to themselves any Equity Shares in respect of Bids that have been submitted by QIBs in the Net QIB Portion. 5.3 Each Underwriter, in respect of Bidders who have submitted their valid Bids to such Underwriter directly, severally and not jointly, confirms that, subject to Clause 2.2 of this Agreement, in the event that a Syndicate ASBA Bidder submits its valid Bid to an Underwriter (iiincluding Bids submitted to the respective sub-syndicate members) take or permit to be taken at any step as a result of which the cash portion of the offer price stated Specified Locations (other than Anchor Investor Bids or Bidders who have submitted their Bids directly to the SCSBs, CDPs or RTAs or Registered Brokers) and who is allocated Equity Shares in the Offer Document isOffer, or may be required to be, increased beyond defaults in the level agreed between the Company, the Syndication Agent and the Administrative Agent from time to time. (d) The Company covenants and agrees that, performance of its payment obligations in respect of the Offer, it will comply after the Bid/Offer Closing Date due to insufficiency of funds in the relevant ASBA Account (excluding defaults due to negligence, misconduct or default by the relevant SCSB or the Sponsor Bank), then such Equity Shares shall first be allocated to other Bidders where there is excess subscription in the same category or any other category in which there is any excess subscription in accordance with the City Code (subject to any applicable waivers by SEBI ICDR Regulations and the Panel), Preliminary Offering Memorandum and the Financial Services Act Red ▇▇▇▇, ▇▇e Companies Act ▇ Prospectus, and all other applicable laws relevant to the Offer in all material respects. (e) Unless to do so would be a breach of any other provision of this Section 5.08, the Company covenants and agrees that it will from time to time keep the Syndication Agent and the Administrative Agent informed as to the status and progress of the Offer and, in particular, will from time to time upon request give to the Syndication Agent and the Administrative Agent reasonable details as to the current level of acceptances of the Offer and such other matters relevant to the Offer as the Syndication Agent and the Administrative Agent may reasonably request. (f) The Company covenants and agrees, in any event, to give notice to lapse the Offer only in the event that 120 days after Announcement Date such Equity Shares cannot be allocated to other Bidders or if such other Bidders also default in the performance of their payment obligations in respect of the Offer, then the Underwriter that procured the Bid from the Syndicate ASBA Bidder that first defaulted in the performance of its obligations shall make a payment, or cause the payment, of the Offer Price in respect of such Equity Shares to the Escrow Account(s) as soon as reasonably practicable (following the receipt of the notice referred to in Clause 6.1(a) but prior to finalisation of the Basis of Allotment by the Designated Stock Exchange) following which Equity Shares shall be Allotted to the relevant Underwriter or to the investor procured by such Underwriter. For the avoidance of doubt, the Underwriters shall not be liable under the terms of this Agreement for any default in the blocking of funds in the relevant ASBA Account other than solely and directly due to insufficiency of funds in the relevant ASBA Account. 5.4 The obligations, representations, warranties, undertakings and liabilities of the Underwriters under this Agreement, including, to procure subscribers or purchasers for, or subscribe to or purchase themselves the Equity Shares at the Offer Price in accordance with Clause 5 shall be several and not joint. Except as provided in Clause 5.3 above, each Underwriter shall be liable only for its own acts and omissions (including of its respective sub-syndicate members) and not for the acts or omissions of any other Underwriter (or their respective sub-syndicate members). In the event that any Underwriter discharges (“Discharging Underwriter”) any underwriting obligations on behalf of any other defaulting Underwriter (or their respective Sub-Syndicate Members) pursuant to Clause 5 hereof (for the purposes of this Clause 5 and Clause 6 hereof, the “Defaulting Underwriter”), such Discharging Underwriter shall have full recourse to such Defaulting Underwriter (or their respective sub-syndicate members) towards the liability so discharged by the Discharging Underwriter without any participation or involvement required by, or liability of, the Company, the Selling Shareholders or other Underwriters. For the avoidance of doubt, the underwriting and selling commission and any other commissions or fees, expenses and applicable taxes (including as stipulated under Clause 7 of this Agreement) and expenses as specified in the Fee Letter (“Underwriting Fees”), in respect of Equity Shares for which a Discharging Underwriter discharges underwriting obligations of any Defaulting Underwriter shall be payable to the Discharging Underwriter and not to such Defaulting Underwriter. For avoidance of doubt, it is clarified that the Parties agree that, subject to the provisions of this Agreement, in the event that KSL fails to discharge its underwriting obligations under Clause 5, the underwriting obligations of KSL under Clause 5 shall be discharged by Kotak. 5.5 Notwithstanding any recourse that may be available to a Discharging Underwriter under Clause 5.4, in the event that a Discharging Underwriter underwrites and/or procures subscription to the extent of any shortfall in the underwriting obligations of any such Defaulting Underwriter under this Agreement, then, such Discharging Underwriter shall have a put option against such Defaulting Underwriter in respect of such Equity Shares constituting the shortfall in such Defaulting Underwriter’s underwriting obligations. Upon exercise by a Discharging Underwriter of the put option by a notice in writing at any time after purchase of the Equity Shares, such Defaulting Underwriter shall be obliged to purchase such Equity Shares to the extent of the shortfall in its underwriting obligation from the respective Underwriter at the Offer Price on the Working Day immediately following receipt of the notice. 5.6 In the event of a failure of any Defaulting Underwriter to fulfill its obligations under the put option under Clause 5.5, a Discharging Underwriter may, at its discretion, in addition to and without prejudice to the remedies available to it under Applicable Law, shall be entitled to sell or dispose of the Equity Shares (representing the shortfall in the underwriting obligations of such Defaulting Underwriter) to any person or generally in the market or otherwise at a price realizable by such Discharging Underwriter, and in the event that the proceeds from the sale of such Equity Shares is less than cost of the Equity Shares purchased by it or a Discharging Underwriter has not been declared wholly unconditional as able to acceptancessell or dispose of some or all of such Equity Shares, unless such Defaulting Underwriter shall fully indemnify and hold the Required Lenders agree in their absolute discretion to extend Discharging Underwriter harmless from and against any such period. (g) The Company covenants and agrees to procure that, as soon as legally and practically possible after the date the Offer becomes or is declared unconditional in all respects the Target shall be removed from the Official List loss on account of the London Stock Exchange Limited sale or retention of some or all of such Equity Shares, including any costs or expenses incurred by such Discharging Underwriter on such purchase and re-registered as a private companysale.

Offer. 17.1 This agreement, once signed by the Purchaser, shall be regarded as an offer by the Purchaser and shall be irrevocable and open for acceptance by the Seller for a period of 5 (afive) Promptly upon days following the occurrence signature date and shall not be capable of being withdrawn during the said period. 17.2 Acceptance of the Purchaser's offer shall be conveyed to the Purchaser within 7 (Seven) days of acceptance hereof by the Seller by furnishing the Purchaser with a copy of the signed agreement. 18.1 The Purchaser acknowledges that: 18.1.1 he is aware that the Property forms part of a private estate development; 18.1.2 he shall automatically become a member of the Kleine Parys Estate Home Owners' Association; 18.1.3 he and his successors-in-title shall remain a member of the Association as long as he is the registered owner of immovable property in Kleine Parys Estate; 18.1.4 by virtue of his membership of the Home Owners' Association, he will be obliged to make payment of levies to enable the Home Owners' Association to maintain the internal roads, private areas and services (if any) and to cover its administrative costs, and agrees that the conditions imposed in terms of this clause shall be deemed to have been imposed as a stipulatio ▇▇▇▇▇▇ for the benefit of the members of the Home Owners' Association, so that such conditions may be enforced by the Home Owners' Association on behalf of any lapse or withdrawal all such members at any time and that the Association shall not be obliged to give the written consent required to transfer her property, referred to in 18.2 below, until all amounts owed to the Home Owners' Association by the Purchaser have been paid; 18.1.5 he and his successors-in-title shall be bound by the Constitution of the Offer or Home Owners' Association, the end rules promulgated in terms thereof and the General Design Guidelines, as it relates to the construction of a residential dwelling on the Property purchased pursuant hereto, approved by the Drakenstein Municipality: Paarl Administration. The Constitution of the Certain Funds Period or Home Owners' Association and the date General Design Guidelines, including the Offer construction / contractor rules and allowed construction periods related to commencement and completion of residential dwellings, shall be available for inspection at the offices of the Seller; 18.1.6 he has perused the contents of the Constitution and that he understands and is declared unconditional as to acceptances or wholly unconditional or finally closed aware of the impact it will have on him and other members of the Home Owners Association. In particular, the Purchaser hereby confirms that he understands that the engineering services provided in the Development will be private in nature and that the Home Owners Association will be responsible for the maintenance and sub-metering of such services. 18.2 It is agreed that a condition, substantially in accordance with the City Codefollowing wording, shall be included in the Company will give notice to the Administrative Agent (who shall notify the Lenders) that the same has occurred. (b) Promptly upon satisfaction title deed of the condition specified Erf sold hereby: "The transferee, its successors in Section 429 (1) or (2) of Companies Act for giving a notice under that Section in respect of any Shares title and the Offer becoming or being declared unconditional in all respects, the Company assigns shall (a) implement the procedures set out in Section 429 et seq. become members of the Companies Act Kleine Parys Home Owners Association against registration of transfer, subject to acquire any outstanding Shares its constitution and (b) use all commercially reasonable endeavors to acquire 100 per cent of the Shares rules as promptly as practicable. (c) The Company covenants a result, and agrees that without the prior written agreement of the Syndication Agent and the Administrative Agent the Company will not (i) issue or cause to be issued (or permit any other Affiliate of the Company to issue) any press release or other written public statement, the relevant portion of the text of which has not been previously approved by the Syndication Agent and the Administrative Agent (which such approval shall not be unreasonably withheld entitled to transfer the herein mentioned property or delayed)any interest therein without a clearance certificate from the said Home Owners' Association to the effect that the provisions of its constitution, which makes reference including provisions relating to this Agreement or the payment of levies, have been complied with. This condition shall not apply to some or all the sale in execution of the Lenders in relation to this Agreement unless the public statement is required by applicable law, the City Code or any stock exchange or is in connection with any judicial proceeding concerning this Agreement (in which case the Company shall notify the Syndication Agent and the Administrative Agent and the Lenders as soon as practicable upon becoming aware that the public statement is required) (provided that the Syndication Agent, the Administrative Agent and the Lenders acknowledge that, pursuant to the City Code, (X) a summary of the principal terms of this Agreement will be disclosed in the Offer Document, and (Y) this Agreement will be available for public inspection while the Offer remains open for acceptance) or (ii) take or permit to be taken any step as a result of which the cash portion of the offer price stated in the Offer Document is, or may be required to be, increased beyond the level agreed between the Company, the Syndication Agent and the Administrative Agent from time to time. (d) The Company covenants and agrees that, in respect of the Offer, it will comply with the City Code (subject to any applicable waivers property by the Panel), the Financial Services Act ▇▇▇▇, ▇▇e Companies Act and all other applicable laws relevant to the Offer in all material respects. (e) Unless to do so would be a breach holder of any other provision of this Section 5.08, registered bond over the Company covenants and agrees that it will from time to time keep the Syndication Agent and the Administrative Agent informed as to the status and progress of the Offer and, in particular, will from time to time upon request give to the Syndication Agent and the Administrative Agent reasonable details as to the current level of acceptances of the Offer and such other matters relevant to the Offer as the Syndication Agent and the Administrative Agent may reasonably requestproperty. (f) The Company covenants and agrees, in any event, to give notice to lapse the Offer in the event that 120 days after Announcement Date the Offer has not been declared wholly unconditional as to acceptances, unless the Required Lenders agree in their absolute discretion to extend such period. (g) The Company covenants and agrees to procure that, as soon as legally and practically possible after the date the Offer becomes or is declared unconditional in all respects the Target shall be removed from the Official List of the London Stock Exchange Limited and re-registered as a private company."

Offer. (a) Promptly upon the occurrence of any lapse or withdrawal 5.1 Each of the Offer or Underwriters hereby confirms to the end of the Certain Funds Period or the date the Offer is declared unconditional as to acceptances or wholly unconditional or finally closed in accordance with the City CodeSelling Shareholder, the Company will give notice and the other Underwriters that, to the Administrative Agent (who shall notify the Lenders) that the same has occurred. (b) Promptly upon satisfaction extent of the condition specified Bids procured by it (or, with respect to Bids procured by , and on behalf of _, and respectively), in Section 429 its capacity as an Underwriter (1including Bids procured by any respective sub-syndicate members) or (2) in the Offer, each such Underwriter shall be fully responsible for ensuring completion of Companies Act for giving a notice under that Section the subscription in respect of any such Bids only and not for Bids procured by other Underwriters (or the respective sub-syndicate members of such Underwriters), including ensuring full payment of the Bid Amounts in respect of the Equity Shares for which such Bids are made, in the manner set forth in this Section 5. The Selling Shareholder and the Company hereby confirm that they shall allocate all the Equity Shares, offered through the Offer becoming or being declared unconditional to successful Bidders, as set forth in all respects, the Company shall (a) implement RHP and the procedures set out in Section 429 et seqProspectus. of It is clarified that the Companies Act Underwriters have not and will not be deemed to acquire any outstanding Shares and (b) use all commercially reasonable endeavors to acquire 100 per cent of the Shares as promptly as practicablehave procured Bids from ASBA Bidders. (c) The Company covenants and agrees that without 5.2 In the prior written agreement of the Syndication Agent and the Administrative Agent the Company will not (i) issue event one or cause to be issued (or permit any other Affiliate of the Company to issue) any press release or other written public statement, the relevant portion of the text of which has not been previously approved more Bidders for Bids procured by the Syndication Agent and the Administrative Agent (which such approval shall not be unreasonably withheld or delayed), which makes reference to this Agreement or to some or all of the Lenders in relation to this Agreement unless the public statement is required by applicable law, the City Code or any stock exchange or is in connection with any judicial proceeding concerning this Agreement (in which case the Company shall notify the Syndication Agent and the Administrative Agent and the Lenders as soon as practicable upon becoming aware that the public statement is required) (provided that the Syndication Agent, the Administrative Agent and the Lenders acknowledge that, pursuant to the City Code, (X) a summary of the principal terms of this Agreement will be disclosed an Underwriter default in the Offer Document, and (Y) this Agreement will be available for public inspection while the Offer remains open for acceptance) or (ii) take or permit to be taken any step as a result performance of which the cash portion of the offer price stated in the Offer Document is, or may be required to be, increased beyond the level agreed between the Company, the Syndication Agent and the Administrative Agent from time to time. (d) The Company covenants and agrees that, their obligations in respect of the Offer, it will comply with including but not limited to: (a) the City Code default in full and timely payment of the Bid Amounts in respect of the Equity Shares for which the Bidder has placed a Bid and received the CAN in respect of such Bid; or (subject to any applicable waivers b) the withdrawal of a Bid (other than QIB Bids after the closure of the Offer), in respect of which an allocation of Equity Shares has been made, by the Panel)Bidder prior to Allotment; such Equity Shares shall first be allocated to Bidders in respect of any excess subscription in the same category as in which the default occurs or in any other category in which there is any excess subscription, and only if such Bidders which have been allocated such Equity Shares default in the performance of their obligations in respect of the Offer as described in this Section 5.2, the Financial Services Act ▇▇▇▇Underwriter that procured the Bid from such Bidder (including Bids procured by such Underwriter‟s sub-syndicate members) shall make a payment, ▇▇e Companies Act and all other applicable laws relevant or cause the payment of the Bid Amounts in respect of such Equity Shares to the Escrow Account for the Offer immediately upon receipt of the notice referenced in all material respectsSection 7.1 of this Agreement. If less than 60% of the Net Offer amount is allocated to QIBs then the entire application money will be refunded forthwith. 5.3 In the event of the failure by , , to discharge their underwriting obligations under Section 5.2, the same shall be discharged by , , (a) In the event that any Book Running Lead Manager discharges any underwriting obligations on behalf of any defaulting Syndicate Member pursuant to the terms of this Section 5, such Book Running Lead Manager shall have full recourse to such defaulting Syndicate Member (“Defaulting Member”) without any participation or involvement required by, or liability of, the Company. (eb) Unless In the event that any Book Running Lead Manager underwrites and/or procures subscription to do so would be a breach the extent of any other provision shortfall in the underwriting obligations of any Defaulting Member under this Section 5.08Agreement, then such Book Running Lead Manager shall have a put option against such Defaulting Member in respect of such Equity Shares constituting the shortfall in the Defaulting Member‟s underwriting obligation. Upon exercise by the Book Running Lead Manager of the put option by a notice in writing at any time after subscription, the Company covenants and agrees that it will from time Defaulting Member shall be obliged to time keep purchase the Syndication Agent and the Administrative Agent informed as Equity Shares to the status and progress extent of shortfall in its underwriting obligation from the Book Running Lead Manager at the Offer Price on the Working Day immediately following receipt of the Offer and, in particular, will from time to time upon request give to the Syndication Agent and the Administrative Agent reasonable details as to the current level of acceptances of the Offer and such other matters relevant to the Offer as the Syndication Agent and the Administrative Agent may reasonably requestnotice. (fc) The Company covenants and agreesIn the event of a failure of any Defaulting Member to fulfill its obligations under the put option under Section 5.4(b) above the Book Running Lead Manager, which underwrites and/or procures subscription to the extent of any shortfall in the underwriting obligations of such Defaulting Member, in addition to and without prejudice to the remedies available to it under Law, shall be entitled to sell or dispose of the Equity Shares (representing the shortfall in the underwriting obligations of such Defaulting Member) to any eventperson or generally in the market or otherwise at a price realizable by such Book Running Lead Manager, to give notice to lapse the Offer and in the event that 120 days after Announcement Date the proceeds from the sale of such Equity Shares is less than the cost of the Equity Shares purchased or subscribed by it or the Book Running Lead Manager has not sold some or all of such Equity Shares, such Defaulting Member shall fully indemnify and hold the Book Running Lead Manager harmless from and against any such loss on account of the sale or retention of some or all of such Equity Shares, including any costs or expenses incurred by the Book Running Lead Manager on such subscription/purchase and sale. 5.5 The Underwriters shall discharge their respective underwriting obligations in this Section 5 by payment of their respective underwriting amounts to the Public Offer Account within one Working Day from the date of receipt of the notice by the Registrar to the Offer has not been declared wholly unconditional as to acceptances, unless the Required Lenders agree referenced in their absolute discretion to extend such periodSection 7.3 below. (g) 5.6 The Company covenants and agrees obligations of the Underwriters to procure thatpurchasers for, or purchase themselves, the Equity Shares at the Bid Amounts in accordance with this Section 5 shall be several and not joint. Except as soon as legally provided in Section 5.3, each Underwriter shall be liable only for its own acts and practically possible after omissions (including acts and omissions of its respective sub-syndicate members) and not for the date acts and omissions of the other Underwriters (or its respective sub-syndicate members). 5.7 For the avoidance of doubt, the Offer becomes or is declared unconditional in all respects being made pursuant to Rule 19(2)(b) of the Target Securities Contracts (Regulation) Rules, 1957 and at least 60% of the Net Offer shall be removed from allotted to QIBs. It is further clarified that the Official List Offer is underwritten to the extent of the London Stock Exchange Limited bids procured by the Underwriters, subject to Regulation 13 (2) and re-registered as a private company.Schedule XI, Part A, 4 of the

Offer. 5.1 Each Underwriter hereby, severally and not jointly, confirms to each of the Company, the Selling Shareholders and to the other Underwriters that, subject to Sections 2.2 and 5.2, to the extent of the valid Bids procured by it in its capacity as an Underwriter (aincluding Bids procured 5.2 Each Underwriter (in respect of Bidders who have submitted their Bids to such Underwriter directly) Promptly upon severally and not jointly agrees that, subject to Section 2.2, in the occurrence of any lapse or withdrawal event a Syndicate ASBA Bidder submitting its Bid to an Underwriter (including Bids submitted to the respective Sub-syndicate members), who is allocated Equity Shares in the Offer, defaults in its payment obligations in respect of the Offer after the Bid/Closing Date (excluding defaults due to negligence, misconduct or default by the end SCSBs) through any default in blocking of funds solely and directly due to insufficiency of funds in the Certain Funds Period relevant ASBA Account, such Equity Shares shall first be allocated to other Bidders in respect of any excess subscription in the same category as in which the default occurs or the date the Offer in any other category in which there is declared unconditional as to acceptances or wholly unconditional or finally closed any excess subscription in accordance with the City Code, the Company will give notice to the Administrative Agent (who shall notify the Lenders) that the same has occurred. (b) Promptly upon satisfaction of the condition specified in Section 429 (1) or (2) of Companies Act for giving a notice under that Section in respect of any Shares ICDR Regulations and the Offer becoming or being declared unconditional in all respectsPreliminary Offering Memorandum, the Company shall (a) implement the procedures set out in Section 429 et seq. of the Companies Act and only if such Equity Shares cannot be allocated to acquire any outstanding Shares and (b) use all commercially reasonable endeavors to acquire 100 per cent of the Shares as promptly as practicable. (c) The Company covenants and agrees that without the prior written agreement of the Syndication Agent and the Administrative Agent the Company will not (i) issue or cause to be issued (or permit any other Affiliate of the Company to issue) any press release Bidders or if such other written public statement, the relevant portion of the text of which has not been previously approved by the Syndication Agent and the Administrative Agent (which such approval shall not be unreasonably withheld or delayed), which makes reference to this Agreement or to some or all of the Lenders in relation to this Agreement unless the public statement is required by applicable law, the City Code or any stock exchange or is in connection with any judicial proceeding concerning this Agreement (in which case the Company shall notify the Syndication Agent and the Administrative Agent and the Lenders as soon as practicable upon becoming aware that the public statement is required) (provided that the Syndication Agent, the Administrative Agent and the Lenders acknowledge that, pursuant to the City Code, (X) a summary of the principal terms of this Agreement will be disclosed Bidders also default in the Offer Document, and (Y) this Agreement will be available for public inspection while the Offer remains open for acceptance) or (ii) take or permit to be taken any step as a result performance of which the cash portion of the offer price stated in the Offer Document is, or may be required to be, increased beyond the level agreed between the Company, the Syndication Agent and the Administrative Agent from time to time. (d) The Company covenants and agrees that, their payment obligations in respect of the Offer, it will comply with the City Code Underwriter that procured the Bid from the Syndicate ASBA Bidder that first defaulted in the performance of its obligations and whose identification mark is reflected on the ASBA Form of such Syndicate ASBA Bidder (subject including Bids procured from the Syndicate ASBA Bidder by such Underwriter’s Sub-syndicate Members) shall make a payment, or cause payment of, the Offer Price in respect of such Equity Shares to any applicable waivers the Escrow Account as soon as reasonably practicable upon receipt of the notice referenced in Section 6 but prior to finalization of Basis of Allotment by the Panel)Designated Stock Exchange and such Equity Shares shall be Allotted to the relevant Underwriter or to the purchaser procured by it. For the avoidance of doubt, the Financial Services Act ▇▇▇▇Underwriters shall not be liable under the terms of this Agreement for any default in the blocking of funds in the relevant ASBA Account other than solely and directly due to insufficiency of funds in the relevant ASBA Account. 5.3 The obligations, ▇▇e Companies Act representations, warranties, undertakings and all other applicable laws relevant liabilities of the Underwriters under this Agreement, including to procure subscribers or purchasers for, or subscribe to or purchase themselves, the Equity Shares at the Offer Price in all material respects. (e) Unless to do so would accordance with this Section 5 shall be a breach several and not joint. Each Underwriter shall be liable only for its own acts and omissions and not for the acts and omissions of any other provision Underwriter. 5.4 In the event that any Underwriter discharges (“Discharging Underwriter”) any underwriting obligations of any other member of the Syndicate pursuant to this Section (for the purposes of this Section 5.08Section, the “Defaulting Syndicate Member”), such Discharging Underwriter shall have full recourse to such Defaulting Syndicate Member without any participation or involvement required by, or liability of, the Company covenants and agrees that it will from time to time keep the Syndication Agent and the Administrative Agent informed Selling Shareholders or the other Underwriters. The underwriting and selling commission and any other commissions or fees, expenses and applicable taxes, as may be applicable, in respect of Equity Shares for which a Discharging Underwriter discharges underwriting obligations of any Defaulting Underwriter shall be payable to the status Discharging Underwriter and progress not to the Defaulting Syndicate Member. In the event of a failure of any Defaulting Syndicate Member to fulfil its obligations under Section 5.4, the Discharging Underwriter may at its discretion in addition to and without prejudice to the remedies available to it under Applicable Law, shall be entitled to sell or dispose of the Offer andEquity Shares (representing the shortfall in the underwriting obligations of such Defaulting Syndicate Member) to any person or generally in the market or otherwise at a price realizable by it, in particular, will from time to time upon request give to the Syndication Agent and the Administrative Agent reasonable details as to the current level of acceptances of the Offer and such other matters relevant to the Offer as the Syndication Agent and the Administrative Agent may reasonably request. (f) The Company covenants and agrees, in any event, to give notice to lapse the Offer in the event that 120 days after Announcement Date the Offer proceeds from the sale of such Equity Shares is less than cost of the Equity Shares purchased by it or the Discharging Underwriter has not been declared wholly unconditional as able to acceptancessell or dispose of some or all of such Equity Shares, unless such Defaulting Syndicate Member shall fully indemnify and hold the Required Lenders agree in their absolute discretion to extend Discharging Underwriter harmless from and against any such periodloss on account of the sale or retention of some or all of such Equity Shares, including any costs or expenses incurred by the Discharging Underwriter on such purchase and sale. (g) 5.5 The Company covenants has obtained authentication on SCORES and agrees shall comply with the SEBI circular (CIR/OIAE/1/2014) dated December 18, 2014 and SEBI circular (SEBI/HO/OIAE/IGRD/CIR/P/2021/642) dated October 14, 2021, in relation to procure that, as soon as legally and practically possible after redressal of investor grievances through SCORES. The Company has set up an investor grievance redressal system to redress all Offer-related grievances to the date the Offer becomes or is declared unconditional in all respects the Target shall be removed from the Official List satisfaction of the London Stock Exchange Limited BRLMs and re-registered as a private companyin compliance with Applicable Law.

Offer. (a) Promptly upon the occurrence of any lapse or withdrawal 5.1 Each Underwriter hereby, severally and not jointly, confirms to each of the Offer or Company, the end Promoter Selling Shareholder and to the other Underwriters that, subject to Clauses 2.2 and 5.2, to the extent of the Certain Funds Period or the date valid Bids procured by it in its capacity as an Underwriter (including valid Bids procured by its respective Sub-Syndicate Members, if any) in the Offer is declared unconditional as in relation to acceptances or wholly unconditional or finally closed which Equity Shares have been allocated in accordance with the City Codeterms of this Agreement and the Offer Documents, each such Underwriter shall only be responsible for ensuring completion of the subscription or purchase in respect of such Bids and not for Bids procured by other Underwriters (or Bids procured by the respective Sub-Syndicate Members of such Underwriters) in the manner set forth in this Clause 5. The Company confirms that it shall allocate all of the Equity Shares offered through the Offer to successful Bidders including the successful Bidders procured by the Underwriters in terms of the Red ▇▇▇▇▇▇▇ Prospectus, the Company Prospectus, the Preliminary Offering Memorandum, the Offering Memorandum and Applicable Law. In accordance with Regulation 40(2) of the SEBI ICDR Regulations, any Bids by QIBs in the QIB Portion will give notice not be underwritten. For the purpose of this Agreement, “valid Bids” shall mean such Bids made during the Bid/Offer Period which are not liable to be rejected on any of the Administrative Agent (who shall notify grounds disclosed in the Lenders) that the same has occurredOffer Documents or Applicable Laws. (b) Promptly upon satisfaction 5.2 Each Underwriter severally and not jointly agrees that, subject to Clause 2.2, in the event a Syndicate ASBA Bidder submitting its Bid to an Underwriter, who is allocated Equity Shares in the Offer, defaults in its payment obligations in respect of the condition specified Offer (excluding defaults due to negligence, misconduct or default by the SCSBs) through any default in Section 429 (1) or (2) blocking of Companies Act for giving a notice under that Section funds solely and directly due to insufficiency of funds in the relevant ASBA Account, such Equity Shares shall first be allocated to other Bidders in respect of any Shares excess subscription in the same category as in which the default occurs or in any other category in which there is any excess subscription in accordance with the SEBI ICDR Regulations and the Offer becoming Red ▇▇▇▇▇▇▇ Prospectus or being declared unconditional in all respectsPreliminary Offering Memorandum, the Company shall (a) implement the procedures set out in Section 429 et seq. of the Companies Act to acquire any outstanding and only if no such other Bidders are allocated such Equity Shares and (b) use all commercially reasonable endeavors to acquire 100 per cent of the Shares as promptly as practicable. (c) The Company covenants and agrees that without the prior written agreement of the Syndication Agent and the Administrative Agent the Company will not (i) issue or cause to be issued (or permit any if such other Affiliate of the Company to issue) any press release or other written public statement, the relevant portion of the text of which has not been previously approved by the Syndication Agent and the Administrative Agent (which such approval shall not be unreasonably withheld or delayed), which makes reference to this Agreement or to some or all of the Lenders in relation to this Agreement unless the public statement is required by applicable law, the City Code or any stock exchange or is in connection with any judicial proceeding concerning this Agreement (in which case the Company shall notify the Syndication Agent and the Administrative Agent and the Lenders as soon as practicable upon becoming aware that the public statement is required) (provided that the Syndication Agent, the Administrative Agent and the Lenders acknowledge that, pursuant to the City Code, (X) a summary of the principal terms of this Agreement will be disclosed Bidders also default in the Offer Document, and (Y) this Agreement will be available for public inspection while the Offer remains open for acceptance) or (ii) take or permit to be taken any step as a result performance of which the cash portion of the offer price stated in the Offer Document is, or may be required to be, increased beyond the level agreed between the Company, the Syndication Agent and the Administrative Agent from time to time. (d) The Company covenants and agrees that, their payment obligations in respect of the Offer, it will comply the Underwriter that procured the Bid from the Syndicate ASBA Bidder that first defaulted in the performance of its obligations and whose identification 5.3 Notwithstanding anything contrary contained in this Agreement, in the event Sharekhan, Nuvama, ESPL or SSSIL fails to discharge its underwriting obligations under Clause 5.2 above, the same shall be discharged by DAM Capital, Edelweiss, Equirus or Systematix, respectively in accordance with the City Code (subject procedure set out in Clause 6 following the receipt of the notice referred to any applicable waivers by in Clause 6.1. 5.4 The obligations, representations, warranties, undertakings and liabilities of the Panel)Underwriters under this Agreement, including to procure subscribers or purchasers for, or subscribe to or purchase themselves, the Financial Services Act ▇▇▇▇, ▇▇e Companies Act and all other applicable laws relevant to Equity Shares at the Offer Price in all material respects. accordance with this Clause 5 shall be several and not joint. Subject to this Clause, each Underwriter shall be liable only for its own acts and omissions (eincluding the acts and omissions of its respective sub-syndicate members) Unless to do so would be a breach and not for the acts and omissions of any other provision Underwriter. In the event that any Underwriter discharges (“Discharging Underwriter”) any underwriting obligations of any other defaulting Underwriter pursuant to Clause 5 hereof (for the purposes of this Section 5.08Clause 5 and Clause 7 hereof, the Company covenants “Defaulting Underwriter”), such Discharging Underwriter shall have full recourse to such Defaulting Underwriter without any participation or involvement required by, or liability of, the Company, the Promoter Selling Shareholder or the other Underwriters. For the avoidance of doubt, the underwriting and agrees that it will from time to time keep the Syndication Agent selling commission and the Administrative Agent informed as any other commissions or fees, expenses and applicable taxes (“Underwriting Fees”), in respect of Equity Shares for which a Discharging Underwriter discharges underwriting obligations of any Defaulting Underwriter, shall be payable to the status Discharging Underwriter and progress not to such Defaulting Underwriter. 5.5 In the event of a failure of any Defaulting Underwriter to fulfill its obligations, a Discharging Underwriter, at its discretion in addition to and without prejudice to the remedies available to it under Applicable Law, shall be entitled to sell or dispose of the Offer and, Equity Shares (representing the shortfall in particular, will from time to time upon request give to the Syndication Agent and the Administrative Agent reasonable details as to the current level of acceptances underwriting obligations of the Offer Defaulting Underwriter) to any person or generally in the market or otherwise at a price realizable by it, and such other matters relevant to the Offer as the Syndication Agent and the Administrative Agent may reasonably request. (f) The Company covenants and agrees, in any event, to give notice to lapse the Offer in the event that 120 days after Announcement Date the Offer proceeds from the sale of such Equity Shares is less than cost of the Equity Shares purchased by it or a Discharging Underwriter has not been declared wholly unconditional as able to acceptancessell or dispose of some or all of such Equity Shares, unless such Defaulting Underwriter shall fully indemnify and hold the Required Lenders agree in their absolute discretion to extend Discharging Underwriter harmless from and against any such period. (g) The Company covenants and agrees to procure that, as soon as legally and practically possible after the date the Offer becomes or is declared unconditional in all respects the Target shall be removed from the Official List loss on account of the London Stock Exchange Limited sale or retention of some or all of such Equity Shares, including any costs or expenses incurred by such Discharging Underwriter on such purchase and re-registered as a private companysale.

Offer. Not fewer than thirty (a30) Promptly upon business days prior to the occurrence of any lapse or withdrawal consummation of the Offer or Issuance, a notice (the end "PREEMPTION NOTICE") shall be furnished by the Company to each holder of Lee ▇▇▇urities, SCP Securities, Seller Securities and the Compensation Committee of the Certain Funds Period or Board on behalf of the date the Offer is declared unconditional as to acceptances or wholly unconditional or finally closed in accordance with the City Codeholders of Employee Securities (collectively, the Company will give notice to the Administrative Agent (who "PREEMPTIVE PURCHASER OFFEREES"). The Preemption Notice shall notify the Lenders) that the same has occurred.include: (b) Promptly upon satisfaction of the condition specified in Section 429 (1) or (2) of Companies Act for giving a notice under that Section in respect of any Shares and the Offer becoming or being declared unconditional in all respects, the Company shall (a) implement the procedures set out in Section 429 et seq. of the Companies Act to acquire any outstanding Shares and (b) use all commercially reasonable endeavors to acquire 100 per cent of the Shares as promptly as practicable. (c) The Company covenants and agrees that without the prior written agreement of the Syndication Agent and the Administrative Agent the Company will not (i) issue or cause The principal terms of the proposed Issuance, including without limitation the amount and kind of Subject Securities to be issued included in the Issuance, the percentage of the total number of shares of Common Stock outstanding as of immediately prior to giving effect to such Issuance (or permit any calculated on a fully diluted basis) which the number of Securities (giving effect to all Options, as if such Options had been exercised to purchase the number of shares of Common for which such Options were then exercisable, on a cashless basis) held by such Preemptive Purchaser Offeree (in the case of the Compensation Committee, as to all Employee Securities) constitutes (the "PREEMPTIVE PORTION"), the maximum price per unit of the Subject Securities, the name and address of the Persons to whom the Subject Securities will be Issued (the "PROPOSED BUYERS") and the other Affiliate principal terms of the proposed Issuance; and (ii) An offer by the Company to issue) any press release or other written public statementIssue, at the relevant option of each Preemptive Purchaser Offeree, to such Preemptive Purchaser Offeree, such portion of the text of which has Subject Securities to be included in the Issuance as may be requested by such Preemptive Purchaser Offeree (not been previously approved by to exceed the Syndication Agent and the Administrative Agent (which such approval shall not be unreasonably withheld or delayed), which makes reference to this Agreement or to some or all Preemptive Portion of the Lenders total amount of Subject Securities to be included in relation the Issuance) determined as provided in Section 8.1.2, on the same terms and conditions, with respect to this Agreement unless the public statement is required by applicable law, the City Code or any stock exchange or is in connection with any judicial proceeding concerning this Agreement (in which case the Company shall notify the Syndication Agent and the Administrative Agent and the Lenders as soon as practicable upon becoming aware that the public statement is required) (provided that the Syndication Agent, the Administrative Agent and the Lenders acknowledge that, pursuant each unit of Subject Securities issued to the City CodePreemptive Purchaser Offerees, (X) a summary as each of the principal terms of this Agreement will be disclosed in the Offer Document, and (Y) this Agreement will be available for public inspection while the Offer remains open for acceptance) or (ii) take or permit to be taken any step as a result of which the cash portion of the offer price stated in the Offer Document is, or may be required to be, increased beyond the level agreed between the Company, the Syndication Agent and the Administrative Agent from time to time. (d) The Company covenants and agrees that, in respect of the Offer, it will comply with the City Code (subject to any applicable waivers by the Panel), the Financial Services Act ▇▇▇▇, ▇▇e Companies Act and all other applicable laws relevant to the Offer in all material respects. (e) Unless to do so would be a breach of any other provision of this Section 5.08, the Company covenants and agrees that it will from time to time keep the Syndication Agent and the Administrative Agent informed as to the status and progress of the Offer and, in particular, will from time to time upon request give to the Syndication Agent and the Administrative Agent reasonable details as to the current level of acceptances of the Offer and such other matters relevant to the Offer as the Syndication Agent and the Administrative Agent may reasonably request. (f) The Company covenants and agrees, in any event, to give notice to lapse the Offer in the event that 120 days after Announcement Date the Offer has not been declared wholly unconditional as to acceptances, unless the Required Lenders agree in their absolute discretion to extend such period. (g) The Company covenants and agrees to procure that, as soon as legally and practically possible after the date the Offer becomes or is declared unconditional in all respects the Target Proposed Buyers shall be removed from the Official List Issued each of the London Stock Exchange Limited and re-registered as a private companyhis, her or its units of Subject Securities.

Offer. From Closing until the earlier of (ax) Promptly the five-year anniversary of the Issue Date and (y) the date on which the Holders no longer beneficially owns 50% or more of the number of ▇▇▇▇▇ Warrants issued on the Issue Date (or the respective Warrant Shares issued in connection with the exercise of the ▇▇▇▇▇ Warrants), the Company shall not issue any Common Securities to any Person, unless the Company offers the right (the “Participation Right”) to each Holder to purchase its Participation Amount (as defined below) of such Common Securities at the same price per security (payable in cash) and otherwise upon the occurrence of any lapse or withdrawal of the Offer or the end of the Certain Funds Period or the date the Offer is declared unconditional same terms and conditions as those offered to acceptances or wholly unconditional or finally closed such Person in accordance with the City Codeprocedures set forth in this Section 6.1; provided that Participation Rights shall not be applicable to the issuance of Common Securities: (i) issued as consideration pursuant to bona fide acquisitions of securities or material assets or business of another Person, including any Subsidiary, division or business line thereof (in each case, other than any Affiliates of the Company), by the Company or any of its Subsidiaries, (ii) issued to directors, officers, employees or consultants pursuant to any Approved Stock Plan, (iii) pursuant to a stock split, stock dividend or similar transaction in which all holders of Common Stock (or Common Securities convertible for shares of Common Stock) are treated equally on a pro rata basis, and (iv) pursuant to the payment of paid in kind interest on convertible indebtedness incurred by the Company or any of its Subsidiaries, (v) pursuant to the conversion, exchange or exercise of a Common Security that is either (A) outstanding on the Issue Date in accordance with the terms in effect on the Issue Date, including the Warrants, or (B) outstanding after the Issue Date as long as, in the case of clause (B), the Company will give notice Holders have had an opportunity to exercise their Participation Rights with respect to the Administrative Agent underlying Common Security or such Common Security was issued pursuant to clause (who shall notify the Lenders) that the same has occurred. i), (b) Promptly upon satisfaction of the condition specified in Section 429 (1ii) or (2iv) of Companies Act for giving a notice under that Section in respect of any Shares this sentence and the Offer becoming or being declared unconditional in all respects, the Company shall (avi) implement the procedures set out in Section 429 et seq. pursuant to an offering of the Companies Act to acquire any outstanding Shares and (b) use all commercially reasonable endeavors to acquire 100 per cent of the Shares as promptly as practicable. (c) The Company covenants and agrees that without the prior written agreement of the Syndication Agent and the Administrative Agent the Company will not type described in clause (i) issue or cause to be issued (or permit any other Affiliate of the Company to issue) any press release or other written public statement, the relevant portion definition of the text “Public Sale” of which has not been previously approved by the Syndication Agent and the Administrative Agent (which such approval shall not be unreasonably withheld or delayed), which makes reference to this Agreement or to some or all of the Lenders in relation to this Agreement unless the public statement is required by applicable law, the City Code or any stock exchange or is in Common Securities. In connection with any judicial proceeding concerning this Agreement (in which case Public Sale of Common Securities by the Company shall notify during any period when the Syndication Agent and the Administrative Agent and the Lenders as soon as practicable upon becoming aware that the public statement is required) (provided that the Syndication Agent, the Administrative Agent and the Lenders acknowledge that, pursuant Holders are entitled to the City Code, (X) a summary of the principal terms of this Agreement will be disclosed in the Offer Document, and (Y) this Agreement will be available for public inspection while the Offer remains open for acceptance) or (ii) take or permit to be taken any step as a result of which the cash portion of the offer price stated in the Offer Document is, or may be required to be, increased beyond the level agreed between the Company, the Syndication Agent and the Administrative Agent from time to time. (d) The Company covenants and agrees that, in respect of the Offer, it will comply with the City Code (subject to any applicable waivers by the Panel), the Financial Services Act ▇▇▇▇, ▇▇e Companies Act and all other applicable laws relevant to the Offer in all material respects. (e) Unless to do so would be a breach of any other provision of this Section 5.08, the Company covenants and agrees that it will from time to time keep the Syndication Agent and the Administrative Agent informed as to the status and progress of the Offer and, in particular, will from time to time upon request give to the Syndication Agent and the Administrative Agent reasonable details as to the current level of acceptances of the Offer and such other matters relevant to the Offer as the Syndication Agent and the Administrative Agent may reasonably request. (f) The Company covenants and agrees, in any event, to give notice to lapse the Offer in the event that 120 days after Announcement Date the Offer has not been declared wholly unconditional as to acceptances, unless the Required Lenders agree in their absolute discretion to extend such period. (g) The Company covenants and agrees to procure that, as soon as legally and practically possible after the date the Offer becomes or is declared unconditional in all respects the Target shall be removed from the Official List of the London Stock Exchange Limited and re-registered as a private company.Participation Rights under this

Offer. Provided that this Agreement shall not have been terminated in accordance with SECTION 8.1 hereof and that none of the events or circumstances set forth in ANNEX I shall have occurred or exist, Parent shall cause Sub, as promptly as reasonably practicable after the date hereof, but in any event no later than five business days following the date hereof, to commence (awithin the meaning of Rule 14d-2 under the Exchange Act) Promptly upon the occurrence Offer, at a price of $0.52 per share, net to the seller in cash, without interest (or at such higher price as Sub elects to offer) (the "OFFER PRICE"), but subject to any lapse or withdrawal withholding required by law. The obligation of Parent and Sub to accept and pay for Shares tendered shall be subject only to (i) the condition that there shall be validly tendered prior to the expiration date of the Offer or the end and not withdrawn a number of the Certain Funds Period or the date the Offer is declared unconditional as to acceptances or wholly unconditional or finally closed in accordance with the City CodeShares which, the Company will give notice when added to the Administrative Agent (who shall notify the Lenders) that the same has occurred. (b) Promptly upon satisfaction shares of the condition specified in Section 429 (1) or (2) of Companies Act for giving a notice under that Section in respect of any Shares and the Offer becoming or being declared unconditional in all respectsCompany Common Stock owned by Parent, the Company shall (a) implement the procedures set out in Section 429 et seq. of the Companies Act to acquire any outstanding Shares and (b) use all commercially reasonable endeavors to acquire 100 per cent represent at least 90% of the Shares issued and outstanding on a fully diluted basis (the "MINIMUM CONDITION") and (ii) to the other conditions set forth in ANNEX I (collectively, the "OFFER CONDITIONS"). Parent and Sub expressly reserve the right to waive any of the Offer Conditions (except that Parent and Sub may not waive the Minimum Condition except with the consent of the Company or as promptly as practicable. (c) The Company covenants and agrees that to the extent provided in this Agreement), to increase the price per share payable in the Offer and to make any other change or changes in the terms or conditions of the Offer, including, without limitation, extending the expiration date, except that, without the prior written agreement consent of the Syndication Agent Company, Parent and the Administrative Agent the Company will Sub shall not (i) issue or cause reduce the number of Shares subject to be issued the Offer, (or permit ii) reduce the Offer Price, (iii) impose any other Affiliate of conditions to the Company Offer other than the Offer Conditions or modify the Offer Conditions (other than to issue) waive any press release or other written public statement, Offer Conditions to the relevant portion of the text of which has not been previously approved extent permitted by the Syndication Agent and the Administrative Agent (which such approval shall not be unreasonably withheld or delayedthis Agreement), which makes reference to this Agreement or to some or all of (iv) except as provided in SECTION 1.1(b), extend the Lenders in relation to this Agreement unless the public statement is required by applicable law, the City Code or any stock exchange or is in connection with any judicial proceeding concerning this Agreement (in which case the Company shall notify the Syndication Agent and the Administrative Agent and the Lenders as soon as practicable upon becoming aware that the public statement is required) (provided that the Syndication Agent, the Administrative Agent and the Lenders acknowledge that, pursuant to the City CodeOffer, (Xv) a summary change the form of the principal terms of this Agreement will be disclosed consideration payable in the Offer Document, and (Y) this Agreement will be available for public inspection while the Offer remains open for acceptance) or (iivi) take or permit to be taken amend any step as a result other term of which the cash portion of the offer price stated in the Offer Document is, or may be required to be, increased beyond the level agreed between the Company, the Syndication Agent and the Administrative Agent from time to time. (d) The Company covenants and agrees that, in respect of the Offer, it will comply with the City Code (subject to any applicable waivers by the Panel), the Financial Services Act ▇▇▇▇, ▇▇e Companies Act and all other applicable laws relevant to the Offer in all material respects. (e) Unless to do so would be a breach of any other provision of this Section 5.08, the Company covenants and agrees that it will from time to time keep the Syndication Agent and the Administrative Agent informed as manner adverse to the status and progress holders of the Offer and, in particular, will from time to time upon request give to the Syndication Agent and the Administrative Agent reasonable details as to the current level of acceptances of the Offer and such other matters relevant to the Offer as the Syndication Agent and the Administrative Agent may reasonably requestCompany Common Stock. (f) The Company covenants and agrees, in any event, to give notice to lapse the Offer in the event that 120 days after Announcement Date the Offer has not been declared wholly unconditional as to acceptances, unless the Required Lenders agree in their absolute discretion to extend such period. (g) The Company covenants and agrees to procure that, as soon as legally and practically possible after the date the Offer becomes or is declared unconditional in all respects the Target shall be removed from the Official List of the London Stock Exchange Limited and re-registered as a private company.

Offer. Subject to execution of the Transaction Agreement on October 5, 2023 (aor such later date as the Company and the Purchaser may agree), I irrevocably and unconditionally undertake, if the Acquisition is implemented by way of the Offer, to the Purchaser that: (i) Promptly upon the occurrence of any lapse or withdrawal Offer being made, I will be able to accept or, where applicable, procure the acceptance of the Offer or the end in respect of the Certain Funds Period Shares and to transfer the Shares free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including voting rights and the date right to receive and retain in full all dividends of any nature and other distributions (if any) hereafter declared, made or paid subject to the matters referred to in the Transaction Agreement,; (ii) I shall as soon as possible after the posting of the formal document containing the Offer is declared unconditional as (the “Offer Document”) but in any event before the latest time specified under the Offer Document (or, in respect of any shares allotted to acceptances me after the posting of the Offer Document, within ten business days of such allotment or wholly unconditional acquisition or finally closed if earlier prior to the latest time specified under the Offer Document) duly accept or procure acceptance of the Offer in accordance with the City Code, the Company will give notice to the Administrative Agent (who shall notify the Lenders) that the same has occurred. (b) Promptly upon satisfaction its terms in respect of the condition specified in Section 429 (1) or (2) of Companies Act for giving a notice under that Section Shares and, in respect of any Shares and held in certificated form, shall forward the Offer becoming relevant share certificate(s) to the Purchaser or being declared unconditional in all respects, the Company shall (a) implement the procedures set out in Section 429 et seq. of the Companies Act to acquire any outstanding Shares and (b) use all commercially reasonable endeavors to acquire 100 per cent of the Shares as promptly as practicable. (c) The Company covenants and agrees that without the prior written agreement of the Syndication Agent and the Administrative Agent the Company will not (i) issue or cause to be issued its nominated representative (or permit any other Affiliate a form of indemnity acceptable to the directors of the Company to issuein respect of any lost certificate(s)) any press release or other written public statement, at the relevant portion time of the text of which has not been previously approved by the Syndication Agent and the Administrative Agent (which such approval shall not be unreasonably withheld or delayed), which makes reference to this Agreement or to some or all of the Lenders in relation to this Agreement unless the public statement is required by applicable law, the City Code or any stock exchange or is in connection with any judicial proceeding concerning this Agreement (in which case the Company shall notify the Syndication Agent and the Administrative Agent and the Lenders as soon as practicable upon becoming aware that the public statement is required) (provided that the Syndication Agent, the Administrative Agent and the Lenders acknowledge that, pursuant to the City Code, (X) a summary of the principal terms of this Agreement will be disclosed in the Offer Document, and (Y) this Agreement will be available for public inspection while the Offer remains open for acceptance) or (ii) take or permit to be taken any step as a result of which the cash portion of the offer price stated in the Offer Document is, or may be required to be, increased beyond the level agreed between the Company, the Syndication Agent and the Administrative Agent from time to time. (d) The Company covenants and agrees thatacceptance and, in respect of the Offerany Shares held in uncertificated form, it will comply with the City Code (subject to shall take any applicable waivers action which may be required by the Panel)Purchaser or its nominated representative; (iii) notwithstanding any terms of the Offer Document conferring rights of withdrawal on accepting shareholders, the Financial Services Act ▇▇▇▇, ▇▇e Companies Act and all other applicable laws relevant to I shall not withdraw any acceptance of the Offer in all material respects.respect of the Shares or any of them and shall procure that no rights to withdraw any acceptance in respect of such Shares are exercised; (eiv) Unless to do so would the Shares shall be a breach acquired by the Purchaser free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any other provision of this Section 5.08nature and together with all rights now or hereafter attaching or accruing to them, the Company covenants and agrees that it will from time to time keep the Syndication Agent including voting rights and the Administrative Agent informed as right to receive and retain in full all dividends of any nature and other distributions (if any) hereafter declared, made or paid subject to the status and progress of matters referred to in the Offer Transaction Agreement; and, in particular, will from time to time upon request give to the Syndication Agent and the Administrative Agent reasonable details as to the current level of acceptances of the Offer and such other matters relevant to the Offer as the Syndication Agent and the Administrative Agent may reasonably request. (fv) The Company covenants and agrees, I shall immediately notify you in writing of any change to or inaccuracy in any eventinformation supplied, to give notice to lapse the Offer in the event that 120 days after Announcement Date the Offer has not been declared wholly unconditional as to acceptancesor representation or warranty given, unless the Required Lenders agree in their absolute discretion to extend such periodby me under this undertaking. (g) The Company covenants and agrees to procure that, as soon as legally and practically possible after the date the Offer becomes or is declared unconditional in all respects the Target shall be removed from the Official List of the London Stock Exchange Limited and re-registered as a private company.

Offer. (a) Promptly upon the occurrence of any lapse or withdrawal 5.1 Each Underwriter hereby, severally and not jointly, confirms to each of the Offer or Company, the end Selling Shareholders and to the other Underwriters that, subject to Clauses 2.2 and 5.2, to the extent of the Certain Funds Period or the date valid Bids procured by it in its capacity as an Underwriter (including Bids procured by its respective sub-Syndicate Members) in the Offer is declared unconditional as in relation to acceptances or wholly unconditional or finally closed which Equity Shares have been allocated in accordance with the City Code, the Company will give notice to the Administrative Agent (who shall notify the Lenders) that the same has occurred. (b) Promptly upon satisfaction of the condition specified in Section 429 (1) or (2) of Companies Act for giving a notice under that Section in respect of any Shares and the Offer becoming or being declared unconditional in all respects, the Company shall (a) implement the procedures set out in Section 429 et seq. of the Companies Act to acquire any outstanding Shares and (b) use all commercially reasonable endeavors to acquire 100 per cent of the Shares as promptly as practicable. (c) The Company covenants and agrees that without the prior written agreement of the Syndication Agent and the Administrative Agent the Company will not (i) issue or cause to be issued (or permit any other Affiliate of the Company to issue) any press release or other written public statement, the relevant portion of the text of which has not been previously approved by the Syndication Agent and the Administrative Agent (which such approval shall not be unreasonably withheld or delayed), which makes reference to this Agreement or to some or all of the Lenders in relation to this Agreement unless the public statement is required by applicable law, the City Code or any stock exchange or is in connection with any judicial proceeding concerning this Agreement (in which case the Company shall notify the Syndication Agent and the Administrative Agent and the Lenders as soon as practicable upon becoming aware that the public statement is required) (provided that the Syndication Agent, the Administrative Agent and the Lenders acknowledge that, pursuant to the City Code, (X) a summary of the principal terms of this Agreement will and the Offer Documents, each such Underwriter shall only be responsible for ensuring completion of the subscription or purchase in respect of such valid Bids and not for valid Bids procured by other Underwriters (or Bids procured by the respective sub- Syndicate Members of such Underwriters) in the manner set forth in this Clause 5. For the purpose of this Agreement, “valid Bids” shall mean such Bids made during the Bid/Offer Period which are not liable to be rejected on any of the grounds disclosed in the Offer Document, and (Y) this Agreement will be available for public inspection while Documents or Applicable Laws. The Company confirms that it shall allocate all of the Equity Shares offered through the Offer remains open for acceptance) or (ii) take or permit to be taken any step as a result of which successful Bidders including the cash portion successful Bidders procured by the Underwriters in terms of the offer price stated Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus, the Preliminary Offering Memorandum, the Offering Memorandum and Applicable Law. 5.2 Each Underwriter, in respect of Bidders who have submitted their Bids to such Underwriter directly, severally and not jointly, confirms that, subject to Clause 2.2, in the Offer Document isevent that a Bidder submitting its Bid to an Underwriter (including Bids submitted to the respective sub-syndicate members) at any of the Specified Locations (other than Anchor Investor Bids or Bidders who have submitted their Bids directly to the SCSBs, CDPs or may be required to beRTAs or Registered Brokers) and who is allocated Equity Shares in the Offer, increased beyond defaults in the level agreed between the Company, the Syndication Agent and the Administrative Agent from time to time. (d) The Company covenants and agrees that, performance of its obligations in respect of the Offer, it will comply after the Bid/Offer Closing Date, solely and directly due to insufficiency of funds in the relevant ASBA Account (excluding defaults arising due to negligence, misconduct or default by the relevant SCSB or the Sponsor Banks), then such Equity Shares shall first be allocated to other Bidders where there is excess subscription in the same category, as in which the default occurs or in any other category in which there is any excess subscription in accordance with the City Code (subject to any applicable waivers by SEBI ICDR Regulations and the Panel), Preliminary Offering Memorandum and the Financial Services Act Red ▇▇▇▇, ▇▇e Companies Act ▇ Prospectus, and all only in the event when such Equity Shares cannot be allocated to other applicable laws relevant Bidders or if such other Bidders also default in the performance of their payment obligations in respect of the Offer, then the Underwriter that procured the Bid from the Bidder that first defaulted in the performance of its obligations in accordance with this Clause 5.2. shall make a payment, or cause the payment of, the Offer Price in respect of such Equity Shares to the Offer Escrow Account(s) as soon as reasonably practicable (following the receipt of the notice referred to in all material respectsClause 6 but prior to finalisation of the Basis of Allotment by the Designated Stock Exchange) following which Equity Shares shall be Allotted to the relevant Underwriter or to the investor procured by such Underwriter. For the avoidance of doubt, the Underwriters shall not be liable under the terms of this Agreement for any default in the blocking of funds in the relevant ASBA Account other than solely and directly due to insufficiency of funds in the relevant ASBA Account. 5.3 The obligations, representations, warranties, undertakings and liabilities of the Underwriters (eincluding the acts and omissions of their respective sub-Syndicate Members) Unless under this Agreement, including to do so would procure subscribers or purchasers for, or subscribe to or purchase themselves, the Equity Shares at the Offer Price in accordance with this Clause 5 shall be a breach several and not joint. Each Underwriter shall be liable only for its own acts and omissions and not for the acts and omissions of any other provision Underwriter. 5.4 In the event that any Underwriter discharges (“Discharging Underwriter”) any underwriting obligations of any other defaulting Underwriter pursuant to Clause 5 hereof (for the purposes of this Section 5.08Clauses 5 and 7 hereof, the Company covenants “Defaulting Underwriter”), such Discharging Underwriter shall have full recourse to such Defaulting Underwriter (or their respective sub-Syndicate Members) without any participation or involvement required by, or liability of, the Company, each of the Selling Shareholders or the other Underwriters. For the avoidance of doubt, the underwriting and agrees that it will from time to time keep the Syndication Agent selling commission and the Administrative Agent informed as any other commissions or fees, expenses and applicable taxes (“Underwriting Fees”), in respect of Equity Shares for which a Discharging Underwriter discharges underwriting obligations of any Defaulting Underwriter, such Underwriting Fees shall be payable to the status Discharging Underwriter and progress of the Offer and, in particular, will from time not to time upon request give to the Syndication Agent and the Administrative Agent reasonable details as to the current level of acceptances of the Offer and such other matters relevant to the Offer as the Syndication Agent and the Administrative Agent may reasonably requestDefaulting Underwriter. (f) The Company covenants and agrees5.5 Notwithstanding any recourse that may be available to a Discharging Underwriter under Clause 5.4, in any event, to give notice to lapse the Offer in the event that 120 days any Discharging Underwriter underwrites and/or procures purchasers to the extent of any shortfall in the underwriting obligations of any Defaulting Underwriter under this Agreement, then such Discharging Underwriter shall have a put option against such Defaulting Underwriter in respect of such Equity Shares constituting the shortfall in such Defaulting Underwriter’s underwriting obligations. Upon exercise by a Discharging Underwriter of the put option by a notice in writing at any time after Announcement Date purchase of the Equity Shares, such Defaulting Underwriter shall be obliged to purchase such Equity Shares to the extent of the shortfall in its underwriting obligation from the respective Underwriter at the Offer Price on the Business Day immediately following receipt of the notice. 5.6 In the event of a failure of any Defaulting Underwriter to fulfil its obligations under the put option under Clause 5.5, a Discharging Underwriter may, at its discretion, in addition to and without prejudice to the remedies available to it under Applicable Law, be entitled to sell or dispose of the Equity Shares (representing the shortfall in the underwriting obligations of such Defaulting Underwriter) to any person or generally in the market or otherwise at a price realizable by such Discharging Underwriter, and in the event that the proceeds from the sale of such Equity Shares is less than cost of the Equity Shares purchased by it or the Discharging Underwriter has not been declared wholly unconditional as to acceptancessold some or all of such Equity Shares, unless such Defaulting Underwriter shall fully indemnify and hold the Required Lenders agree in their absolute discretion to extend Discharging Underwriter harmless from and against any such period. (g) The Company covenants and agrees to procure that, as soon as legally and practically possible after the date the Offer becomes or is declared unconditional in all respects the Target shall be removed from the Official List loss on account of the London Stock Exchange Limited sale or retention of some or all of such Equity Shares, including any costs or expenses incurred by the Discharging Underwriter on such purchase and re-registered as a private companysale.

Offer. 4.1 Each Underwriter hereby severally, (a) Promptly upon neither jointly, nor jointly and severally), confirms to the occurrence of any lapse or withdrawal Company, the Promoter Selling Shareholder and to each of the Offer or other Underwriters, subject to Clause 1.2 and Clause 4.2 and 4.3, that, to the end extent of the Certain Funds Period or valid ASBA Bids procured by it in its capacity as an Underwriter (including valid ASBA Bids procured by its respective sub- Syndicate members) in the date the Offer is declared unconditional as Offer, in relation to acceptances or wholly unconditional or finally closed which Equity Shares are proposed to be allocated in accordance with the City Codeterms of this Agreement and the Offer Documents, each such Underwriter shall only be responsible for ensuring completion of the Company subscription or purchase in respect of such valid Bids and not for Bids procured by other Underwriters (or the respective sub-Syndicate members of such Underwriters), in the manner set forth in this Clause 4. For the purpose of this Agreement, “valid bids” shall mean such Bids made during the Bid/Offer Period which are not liable to be rejected on any of the grounds disclosed in the Offer Documents or Applicable Laws. 4.2 It is clarified that the Underwriters have not and will give notice not be deemed to have procured Bids by Anchor Investors which were procured by the other Underwriters, or any Bids that have been submitted by QIBs in the QIB Portion, or those ASBA Bids which have been procured by the SCSBs themselves or by the Registered Brokers, Collecting Depository Participants and RTAs and will not be responsible for withdrawal or incompleteness of any ASBA Bid arising due to the Administrative Agent (negligence, misconduct or default by the SCSBs; 4.3 Each Underwriter severally and not jointly, nor jointly and severally, agrees that, subject to Clause 1.2, in the event a Syndicate ASBA Bidder, who shall notify is allocated Equity Shares in the Lenders) that the same has occurred. (b) Promptly upon satisfaction Offer, defaults in its payment obligations in respect of the condition specified Offer (excluding defaults due to negligence, misconduct or default by the SCSBs or the Sponsor Banks of any nature) in Section 429 respect of the Equity Shares for which such Bidder has placed a Bid and in respect of which Bid (1but for the default in payment of the Offer Price) or (2) the Bidder would have been entitled to receive the Allotment of Companies Act for giving a notice under that Section the Equity Shares arising on account of any default in blocking of funds solely and directly due to insufficiency of funds in the relevant ASBA Account, such Equity Shares shall first be allocated to other Bidders in respect of any Shares excess subscription in the same category in which the default occurs or in any other category in which there is any excess subscription in accordance with the SEBI ICDR Regulations and the Offer becoming Preliminary Offering Memorandum, and only if no such other Bidders are allocated such Equity Shares or being declared unconditional in all respects, the Company shall (a) implement the procedures set out in Section 429 et seq. of the Companies Act to acquire any outstanding Shares and (b) use all commercially reasonable endeavors to acquire 100 per cent of the Shares as promptly as practicable. (c) The Company covenants and agrees that without the prior written agreement of the Syndication Agent and the Administrative Agent the Company will not (i) issue or cause to be issued (or permit any if such other Affiliate of the Company to issue) any press release or other written public statement, the relevant portion of the text of which has not been previously approved by the Syndication Agent and the Administrative Agent (which such approval shall not be unreasonably withheld or delayed), which makes reference to this Agreement or to some or all of the Lenders in relation to this Agreement unless the public statement is required by applicable law, the City Code or any stock exchange or is in connection with any judicial proceeding concerning this Agreement (in which case the Company shall notify the Syndication Agent and the Administrative Agent and the Lenders as soon as practicable upon becoming aware that the public statement is required) (provided that the Syndication Agent, the Administrative Agent and the Lenders acknowledge that, pursuant to the City Code, (X) a summary of the principal terms of this Agreement will be disclosed Bidders also default in the Offer Document, and (Y) this Agreement will be available for public inspection while the Offer remains open for acceptance) or (ii) take or permit to be taken any step as a result performance of which the cash portion of the offer price stated in the Offer Document is, or may be required to be, increased beyond the level agreed between the Company, the Syndication Agent and the Administrative Agent from time to time. (d) The Company covenants and agrees that, their respective payment obligations in respect of the Offer, it will comply with the City Code Underwriter that procured the Bid from the Syndicate ASBA Bidder that first defaulted in the performance of its obligations and whose identification mark is reflected on the ASBA Form of such Syndicate ASBA Bidder (subject including Bids procured from the Syndicate ASBA Bidder by such Underwriter’s sub-Syndicate members) shall make a payment, or cause payment of, the Offer Price in respect of such Equity Shares to any applicable waivers the Escrow Account as soon as reasonably practicable upon receipt of the notice referenced in Clause 5.1 (a) but prior to finalization of Basis of Allotment by the Panel)Designated Stock Exchange and such Equity Shares shall be Allotted to the relevant Underwriter or to the purchaser or subscriber procured by it. For the avoidance of doubt, the Financial Services Act Underwriters shall not be liable under the terms of this Agreement for any default in the blocking of funds in the relevant ASBA Account other than solely and directly due to insufficiency of funds in the relevant ASBA Account. 4.4 In the event KSL fails to discharge its underwriting obligations under Clause 4.2, the underwriting obligations of KSL under Clause 4.1 shall be discharged by ▇▇▇▇▇. Such discharge of obligations shall be without any participation or involvement required by, ▇▇e Companies Act or liability of the Company and/or the Promoter Selling Shareholder. Subject to Clause 4.3, each Underwriter shall be liable only for its own acts and all other applicable laws relevant to omissions and not for the Offer in all material respects. (e) Unless to do so would be a breach acts and omissions of any other provision Underwriter or their sub-Syndicate Member. 4.5 Subject to Clauses 4.3 and 4.5, the obligations, representations, warranties, undertakings and liabilities of the Underwriters (including the acts and omissions of their respective sub- Syndicate Members) under this Agreement, including to procure subscribers or purchasers for, or subscribe to or purchase themselves, the Equity Shares at the Offer Price in accordance with this Clause 4 shall be several and not joint. Subject to Clauses 4.3 and 4.5, each Underwriter shall be liable only for its own acts and omissions and that of its respective sub-syndicate members and not for the acts and omissions of any other Underwriter (or such other Underwriter’s sub-syndicate members). In the event that any Underwriter discharges (“Discharging Underwriter”) any underwriting obligations on behalf of any other defaulting Underwriter (or their respective sub-Syndicate members) pursuant to this Clause 4 hereto (for the purposes of this Section 5.08Clause, the Company covenants “Defaulting Underwriter”), the Discharging Underwriter shall have full recourse to such Defaulting Underwriter (and agrees that it will from time to time keep their respective sub-syndicate members) towards the Syndication Agent liability so discharged by the Discharging Underwriter without any participation or involvement or liability required by the Company, the Promoter Selling Shareholder or the other Underwriters. The underwriting and the Administrative Agent informed as selling commission and any other commissions or fees, expenses and applicable taxes in respect of Equity Shares for which a Discharging Underwriter discharges underwriting obligations of any Defaulting Underwriter shall be payable to the status Discharging Underwriter and progress not to the Defaulting Underwriter. 4.6 In the event that any Discharging Underwriter underwrites or procures subscription or purchasers to the extent of any shortfall in the underwriting obligations of any Defaulting Underwriter under this Agreement, then such Discharging Underwriter shall, in addition to and without prejudice to the remedies available to it under Applicable Law, be entitled to sell or dispose of the Offer andEquity Shares (representing the shortfall in the underwriting obligations of such Defaulting Underwriter) to any person or generally in the market or otherwise at a price realizable by such Discharging Underwriter, in particular, will from time to time upon request give to the Syndication Agent and the Administrative Agent reasonable details as to the current level of acceptances of the Offer and such other matters relevant to the Offer as the Syndication Agent and the Administrative Agent may reasonably request. (f) The Company covenants and agrees, in any event, to give notice to lapse the Offer in the event that 120 days after Announcement Date the Offer proceeds from the sale of such Equity Shares is less than cost of the Equity Shares purchased by it or the Discharging Underwriter has not been declared wholly unconditional as to acceptancessold some or all of such Equity Shares, unless such Defaulting Underwriter shall fully indemnify and hold the Required Lenders agree in their absolute discretion to extend Discharging Underwriter harmless from and against any such period. (g) The Company covenants and agrees to procure that, as soon as legally and practically possible after the date the Offer becomes or is declared unconditional in all respects the Target shall be removed from the Official List loss on account of the London Stock Exchange Limited sale or retention of some or all of such Equity Shares, including any costs or expenses incurred by the Discharging Underwriter on such purchase and re-registered sale. Any obligations and actions required to be taken by any of the Underwriters in relation to the above shall not require the Company and the Promoter Selling Shareholder to make any additional payments other than as a private companyrequired in terms of this Agreement.

Offer. (a) Promptly upon 4.01 The Purchaser undertakes to the occurrence of any lapse or withdrawal Vendor, following and subject to Completion, to comply with its obligations under the Takeovers Code to make the Offer to the holders of the Offer or Shares (other than such holders in respect of which the end SFC may agree may be excluded from the Offer) together with the Management Team to purchase the Offer Shares at a cash price per Offer Share equal to the Sale Share Price, such Offer to be conditional only on the Purchaser and the Management Team receiving acceptances in respect of the Certain Funds Period or Offer Shares which will result in the date Purchaser and the Offer is declared unconditional as Management Team and parties acting in concert with them (if any) holding, in aggregate, more than 50% of the total issued Shares following the close of the Offer. The Vendor undertakes to acceptances or wholly unconditional or finally closed the Purchaser to use its best endeavours to procure that the Company and the Directors comply with their respective obligations under the Takeovers Code. Following Completion and in accordance with the City Takeovers Code, the Company will give notice Parties shall use their respective best endeavours (and the Vendor shall use its best endeavours to the Administrative Agent (who shall notify the Lenders) procure that the same has occurred. Company uses its best endeavours) to procure the despatch by such date as is required under the Takeovers Code (bor such later date as may be approved by the SFC and agreed in writing by the Parties) Promptly upon satisfaction to all holders of the condition specified Shares on the register of members of the Company as at the latest practicable date stated in Section 429 the offer document (1whether they are holders of ordinary shares or holders of American depository shares) or (2) of Companies Act for giving a notice under that Section other than such holders in respect of any Shares and which the Offer becoming or being declared unconditional in all respectsSFC may agree may be excluded from the Offer), the Company shall (a) implement the procedures set out in Section 429 et seq. of the Companies Act to acquire any outstanding Shares and (b) offer document. 4.02 The Parties hereby undertake that they will each use all commercially reasonable endeavors endeavours to acquire 100 per cent of supply such information as may be reasonably required to be included in the Shares as promptly as practicable. (c) The Company covenants and agrees that without documents to be despatched or the prior written agreement of the Syndication Agent and the Administrative Agent the Company will not (i) issue or cause announcements to be issued (or permit any other Affiliate of pursuant to the Company to issue) any press release or other written public statement, the relevant portion of the text of which has not been previously approved by the Syndication Agent and the Administrative Agent (which such approval shall not be unreasonably withheld or delayed), which makes reference to this Agreement or to some or all of the Lenders in relation to this Agreement unless the public statement is required by applicable law, the City Takeovers Code or any stock exchange or is in connection with any judicial proceeding concerning this Agreement (in which case the Company shall notify the Syndication Agent and the Administrative Agent and the Lenders as soon as practicable upon becoming aware that the public statement is required) (provided that the Syndication Agent, the Administrative Agent and the Lenders acknowledge that, pursuant to the City Code, (X) a summary of the principal terms of this Agreement will be disclosed in the Offer Document, and (Y) this Agreement will be available for public inspection while the Offer remains open for acceptance) or (ii) take or permit to be taken any step as a result of which the cash portion of the offer price stated in the Offer Document is, or may be required to be, increased beyond the level agreed between the Company, the Syndication Agent and the Administrative Agent from time to time. (d) The Company covenants and agrees that, in respect of the Offer, it will comply with take respective responsibility for such information and authorise the City Code (subject to any applicable waivers by the Panel)publication, the Financial Services Act ▇▇▇▇, ▇▇e Companies Act despatch and/or release of such documents and all other applicable laws relevant to the Offer in all material respectsannouncements. (e) Unless to do so would be a breach of any other provision of this Section 5.08, the Company covenants and agrees that it will from time to time keep the Syndication Agent and the Administrative Agent informed as to the status and progress of the Offer and, in particular, will from time to time upon request give to the Syndication Agent and the Administrative Agent reasonable details as to the current level of acceptances of the Offer and such other matters relevant to the Offer as the Syndication Agent and the Administrative Agent may reasonably request. (f) The Company covenants and agrees, in any event, to give notice to lapse the Offer in the event that 120 days after Announcement Date the Offer has not been declared wholly unconditional as to acceptances, unless the Required Lenders agree in their absolute discretion to extend such period. (g) The Company covenants and agrees to procure that, as soon as legally and practically possible after the date the Offer becomes or is declared unconditional in all respects the Target shall be removed from the Official List of the London Stock Exchange Limited and re-registered as a private company.

Offer. (a) Promptly upon Not later than two (2) Business Days following execution of this Agreement, Buyer will make a written offer to all holders of Shares named in the occurrence of any lapse or withdrawal shareholder register of the Company on the date of this Agreement to sell their Shares to Buyer pursuant to the terms and subject to the conditions of this Agreement (the “Offer”). Subject to Section 1.01(c) of this Agreement, the Offer or will be made in substantially the form of the Notice of Offer attached as Annex C hereto and it will be open for acceptance for a period of 60 days from the date the Notice of Offer is first mailed to the holders of Shares (the “Notice Date”); provided, however, that if Buyer has not received Acceptances (as defined below) representing at least 662/3% of the issued and outstanding Shares by the end of the Certain Funds Period or the date such 60-day period, then Buyer may elect to extend the Offer is declared unconditional for an additional 30 days (as to acceptances or wholly unconditional or finally closed in accordance with the City Codeand if extended, the “Offer Period”). The Company will give notice shall inform Buyer of the issuance of any Shares of the Company pursuant to the Administrative Agent (who shall notify exercise of any Option prior to the Lenders) Closing, and will assist Buyer in delivering the Offer to such former Option Holder such that the same has occurredOffer will cover all issued and outstanding Shares. (b) Promptly upon satisfaction Any holder of Shares of the condition specified in Section 429 (1) or (2) of Companies Act for giving a notice under that Section in respect of any Shares and Company may accept the Offer becoming or being declared unconditional in by executing and delivering the Acceptance attached to the Notice of Offer (the “Acceptance”) to the Company, which Acceptances shall be irrevocable. The Company shall promptly provide copies of all respectsAcceptances to Buyer. Upon acceptance of the Offer, such holder of Shares of the Company shall (a) implement be deemed an “Accepting Seller” for the procedures set out in Section 429 et seq. purpose of the Companies Act to acquire any outstanding Shares and (b) use all commercially reasonable endeavors to acquire 100 per cent of the Shares as promptly as practicablethis Agreement. (c) The Company covenants and agrees that without If the prior written agreement holders of at least 85% of the Syndication Agent issued and outstanding Shares (but less than all holders of the Administrative Agent Shares of the Company) accept the Offer at any time within two months of the Notice Date, not later than two (2) Business Days following receipt of Acceptances representing at least 85% of the issued and outstanding Shares, Buyer shall send a notice to each holder of Shares of the Company will who has not accepted the Offer (i) issue or cause a “Dissenting Holder”), informing such Dissenting Holder of Buyer’s intention to be issued (or permit any other Affiliate require such Dissenting Holder to sell its Shares of the Company to issue) any press release or other written public statementBuyer, on the relevant portion same terms and conditions as set out in the Notice of the text of which has not been previously approved by the Syndication Agent Offer and the Administrative Agent (which such approval shall not be unreasonably withheld or delayed), which makes reference to this Agreement or to some or all of the Lenders in relation to this Agreement unless the public statement is required by applicable law, the City Code or any stock exchange or is in connection with any judicial proceeding concerning this Agreement (in which case the Company shall notify the Syndication Agent and the Administrative Agent and the Lenders as soon as practicable upon becoming aware that the public statement is required) (provided that the Syndication Agent, the Administrative Agent and the Lenders acknowledge thatAgreement, pursuant to the City Code, (X) a summary Section 341 of the principal terms Israeli Companies Law and Article 20(d) of this Agreement will be disclosed the Company’s Articles of Association (the “Section 341 Notice”); provided, however, that upon receipt of Acceptances representing at least 662/3% but less than 85% of the issued and outstanding Shares, Buyer in its sole discretion may elect to send a Section 341 Notice to each Dissenting Holder at any time during the Offer DocumentPeriod. In any event, and (Y) this Agreement will be available for public inspection while the Offer remains open for acceptance) or (ii) take or permit to be taken any step as a result of which the cash portion with Acceptances representing at least 662/3% of the offer price stated in issues and outstanding Shares, within two (2) Business Days following the Offer Document is, or may be required to be, increased beyond the level agreed between the Company, the Syndication Agent and the Administrative Agent from time to time. (d) The Company covenants and agrees that, in respect of the Offer, it will comply with the City Code (subject to any applicable waivers by the Panel), the Financial Services Act ▇▇▇▇, ▇▇e Companies Act and all other applicable laws relevant to the Offer in all material respects. (e) Unless to do so would be a breach of any other provision of this Section 5.08, the Company covenants and agrees that it will from time to time keep the Syndication Agent and the Administrative Agent informed as to the status and progress expiration of the Offer andPeriod, Buyer shall send a Section 341 Notice to each Dissenting Holder. The Company shall assist Buyer in particular, will from time to time upon request give to the Syndication Agent and the Administrative Agent reasonable details as to the current level of acceptances dispatch of the Offer Section 341 Notice to each Dissenting Holder and such other matters relevant to the Offer as the Syndication Agent and the Administrative Agent may reasonably requesteach Option Holder. (f) The Company covenants and agrees, in any event, to give notice to lapse the Offer in the event that 120 days after Announcement Date the Offer has not been declared wholly unconditional as to acceptances, unless the Required Lenders agree in their absolute discretion to extend such period. (g) The Company covenants and agrees to procure that, as soon as legally and practically possible after the date the Offer becomes or is declared unconditional in all respects the Target shall be removed from the Official List of the London Stock Exchange Limited and re-registered as a private company.

Offer. Provided that this Agreement shall not have been terminated in accordance with Section 7.1 hereof and none of the events set forth in paragraphs (a) Promptly upon through (k) of Annex A hereto shall have occurred or be existing (and shall not have been waived by the occurrence Purchaser), the Purchaser shall commence (within the meaning of any lapse or withdrawal Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) the Offer as promptly as reasonably practicable after the date hereof. The obligation of the Purchaser to accept for payment and pay for Shares tendered pursuant to the Offer shall be subject to the satisfaction of the condition that there be validly tendered and not withdrawn prior to the expiration of the Offer that number of Shares which represents at least 50.1% of the then outstanding Shares on a fully diluted basis (the "Minimum Condition") and to the satisfaction or waiver by the Purchaser of the other conditions set forth in Annex A hereto. The Company agrees that no Shares held by the Company or any of its Subsidiaries (as defined in Section 8.11 hereof) will be tendered to the Purchaser pursuant to the Offer. The Purchaser expressly reserves the right to waive any of such conditions (other than the Minimum Condition), to increase the price per Share payable in the Offer and to make any other changes in the terms of the Offer; provided, however, that no change may be made without the prior written consent of the Company which decreases the price per Share payable in the Offer, reduces the maximum number of Shares to be purchased in the Offer, changes the form of consideration to be paid in the Offer, modifies or amends any of the conditions set forth in Annex A hereto, imposes conditions to the Offer in addition to the conditions set forth in Annex A hereto, waives the Minimum Condition or makes other changes in the terms and conditions of the Offer that are in any manner adverse to the holders of Shares, requires the consent of the Lenders, or except as provided below, extends the Offer. Subject to the terms of the Offer and this Agreement and the satisfaction or earlier waiver of all the conditions of the Offer set forth in Annex A hereto as of any expiration date of the Offer, the Purchaser shall accept for payment and pay for all Shares validly tendered and not withdrawn pursuant to the Offer as soon as it is permitted to do so under applicable law. Notwithstanding the foregoing, the Purchaser may, without the consent of the Company, (i) extend the Offer beyond the scheduled expiration date, which shall be 12:00 noon eastern time on the twenty-first (21st) business day following the date of commencement of the Offer, if, at the scheduled expiration of the Offer, any of the conditions to the Purchaser's obligation to accept for payment and to pay for the Shares shall not be satisfied or, to the extent permitted by this Agreement, waived or (ii) extend the Offer for any period required by any rule, regulation or interpretation of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer. Any extension of the Offer pursuant to clause (i) of the preceding sentence of this Section 1.1 shall not exceed the lesser of ten business days or such fewer number of days that the Purchaser reasonably believes are necessary to cause the conditions of the Offer set forth in Annex A hereto to be satisfied; provided further, however, that if all of the conditions set forth in Annex A are satisfied at the end of the Certain Funds Period or initial Offer period, except the date Minimum Condition, the Purchaser shall extend the Offer is declared unconditional for at least three business days. The Purchaser may, in its sole discretion, provide a "subsequent offering period" (as to acceptances contemplated by Rule 14d-11 under the Exchange Act) of not less than three business days nor more than twenty business days following its acceptance for payment of Shares in the Offer. On or wholly unconditional or finally closed in accordance with the City Code, the Company will give notice prior to the Administrative Agent (who shall notify the Lenders) dates that the same has occurred. (b) Promptly upon satisfaction of Purchaser becomes obligated to accept for payment and pay for Shares pursuant to the condition specified in Section 429 (1) or (2) of Companies Act for giving a notice under that Section in respect of any Shares and the Offer becoming or being declared unconditional in all respectsOffer, the Company Parent shall (a) implement the procedures set out in Section 429 et seq. of the Companies Act to acquire any outstanding Shares and (b) use all commercially reasonable endeavors to acquire 100 per cent of the Shares as promptly as practicable. (c) The Company covenants and agrees that without the prior written agreement of the Syndication Agent and the Administrative Agent the Company will not (i) issue provide or cause to be issued (or permit any other Affiliate of provided to the Company Purchaser the funds necessary to issue) any press release or other written public statement, the relevant portion of the text of which has not been previously approved by the Syndication Agent and the Administrative Agent (which such approval shall not be unreasonably withheld or delayed), which makes reference to this Agreement or to some or pay for all of the Lenders in relation to this Agreement unless the public statement is required by applicable law, the City Code or any stock exchange or is in connection with any judicial proceeding concerning this Agreement (in which case the Company shall notify the Syndication Agent and the Administrative Agent and the Lenders as soon as practicable upon becoming aware Shares that the public statement is required) (provided that the Syndication Agent, the Administrative Agent Purchaser becomes so obligated to accept for payment and the Lenders acknowledge that, pay for pursuant to the City CodeOffer. The Offer Price shall, (X) a summary subject to any required withholding of Taxes, be net to the principal selling holder of shares in cash, upon the terms of this Agreement will be disclosed in and subject to the Offer Document, and (Y) this Agreement will be available for public inspection while the Offer remains open for acceptance) or (ii) take or permit to be taken any step as a result of which the cash portion of the offer price stated in the Offer Document is, or may be required to be, increased beyond the level agreed between the Company, the Syndication Agent and the Administrative Agent from time to time. (d) The Company covenants and agrees that, in respect conditions of the Offer, it will comply with the City Code (subject to any applicable waivers by the Panel), the Financial Services Act ▇▇▇▇, ▇▇e Companies Act and all other applicable laws relevant to the Offer in all material respects. (e) Unless to do so would be a breach of any other provision of this Section 5.08, the Company covenants and agrees that it will from time to time keep the Syndication Agent and the Administrative Agent informed as to the status and progress of the Offer and, in particular, will from time to time upon request give to the Syndication Agent and the Administrative Agent reasonable details as to the current level of acceptances of the Offer and such other matters relevant to the Offer as the Syndication Agent and the Administrative Agent may reasonably request. (f) The Company covenants and agrees, in any event, to give notice to lapse the Offer in the event that 120 days after Announcement Date the Offer has not been declared wholly unconditional as to acceptances, unless the Required Lenders agree in their absolute discretion to extend such period. (g) The Company covenants and agrees to procure that, as soon as legally and practically possible after the date the Offer becomes or is declared unconditional in all respects the Target shall be removed from the Official List of the London Stock Exchange Limited and re-registered as a private company.

Offer. By notice given to the Partnership and each other Partner (aother than any Exclusive Limited Partner) Promptly upon within thirty (30) days after the occurrence of any lapse or withdrawal date of the Offer or PMV Notice, any Notice Partner (any such Notice Partner to then be referred to as a "Registering Partner") may make an offer (the end of the Certain Funds Period or the date the Offer is declared unconditional as "Registration Firm Offer") to acceptances or wholly unconditional or finally closed in accordance with the City Code, the Company will give notice sell to the Administrative Agent other Partners (including any Notice Partner who shall notify has not given a Registration Firm Offer within the Lendersthirty (30) that day period for the same has occurred. delivery of such Registration Firm Offer but excluding any other Registering Partner and any Exclusive Limited Partner) (bthe "Registration Offerees") Promptly upon satisfaction its Registration Interest for the Public Market Value of such Registration Interest. If the condition specified in Section 429 (1) or (2) of Companies Act for giving a notice under that Section in respect of any Shares and the Offer becoming or being declared unconditional in all respects, the Company shall (a) implement the procedures set out in Section 429 et seq. of the Companies Act to acquire any outstanding Shares and (b) use all commercially reasonable endeavors to acquire 100 per cent of the Shares as promptly as practicable. (c) The Company covenants and agrees that without the prior written agreement of the Syndication Agent and the Administrative Agent the Company will not Partnership receives (i) issue or cause to be issued (or permit any other Affiliate of the Company to issue) any press release or other written public statement, the relevant portion of the text of which has not been previously approved by the Syndication Agent and the Administrative Agent (which such approval shall not be unreasonably withheld or delayed), which makes reference to this Agreement or to some or Registration Firm Offers from all of the Lenders in relation to this Agreement unless the public statement is required by applicable law, the City Code or any stock exchange or is in connection with any judicial proceeding concerning this Agreement (in which case the Company shall notify the Syndication Agent and the Administrative Agent and the Lenders as soon as practicable upon becoming aware that the public statement is required) (provided that the Syndication Agent, the Administrative Agent and the Lenders acknowledge that, pursuant Notice Partners prior to the City Code, expiration of such thirty (X30) a summary of the principal terms of this Agreement will be disclosed in the Offer Document, and (Y) this Agreement will be available for public inspection while the Offer remains open for acceptance) day period or (ii) take Registration Firm Offers from at least one Notice Partner on or permit to be taken any step as a result of which before the cash portion of the offer price stated in the Offer Document is, or may be required to be, increased beyond the level agreed between the Company, the Syndication Agent and the Administrative Agent from time to time. thirtieth (d30th) The Company covenants and agrees that, in respect of the Offer, it will comply with the City Code (subject to any applicable waivers by the Panel), the Financial Services Act ▇▇▇▇, ▇▇e Companies Act and all other applicable laws relevant to the Offer in all material respects. (e) Unless to do so would be a breach of any other provision of this Section 5.08, the Company covenants and agrees that it will from time to time keep the Syndication Agent and the Administrative Agent informed as to the status and progress of the Offer and, in particular, will from time to time upon request give to the Syndication Agent and the Administrative Agent reasonable details as to the current level of acceptances of the Offer and such other matters relevant to the Offer as the Syndication Agent and the Administrative Agent may reasonably request. (f) The Company covenants and agrees, in any event, to give notice to lapse the Offer in the event that 120 days after Announcement Date the Offer has not been declared wholly unconditional as to acceptances, unless the Required Lenders agree in their absolute discretion to extend such period. (g) The Company covenants and agrees to procure that, as soon as legally and practically possible day after the date of the PMV Notice, the Partnership shall promptly give notice (the "Firm Offer becomes or Commencement Notice") to each Partner stating that such Registration Firm Offers have been delivered as of the date of such Firm Offer Commencement Notice. If the aggregate amount of Registration Interest(s) for which Registration Firm Offers are given is declared unconditional in all respects less than the Target Minimum Offering Amount, then each Registering Partner shall have the right to increase the Registration Interest so offered by it by the amount by which the aggregate Registration Interest(s) for which Registration Firm Offer(s) have previously been given is less than the Minimum Offering Amount (which right as among the Registering Partners shall be removed from apportioned pro rata based upon the Official List relative Registration Interests of the London Stock Exchange Limited Registering Partners unless otherwise agreed), by giving notice to the Partnership Board and re-registered each other Partner amending its Registration Firm Offer to effect such increase by the tenth (10th) day following the date of the Firm Offer Commencement Notice; provided, that in such event the Firm Offer Commencement Notice shall be deemed to have been given as a private company.of the end of such ten (10) day period. If, as of the end of such ten (10) day period, the aggregate Registration Interest(s) so offered pursuant to the Registration Firm Offer(s), as so amended, are less than the Minimum Offering Amount, then all of such Registration Firm Offers shall be deemed to have been rejected and withdrawn. -118- 126

Offer. (a) Promptly upon 5.1 The Underwriter hereby confirms to the occurrence Company and the Selling Shareholders that, subject to Clause 2.2 of any lapse or withdrawal this Agreement, to the extent of the Offer or valid Bids procured by it, in its capacity as an Underwriter (including valid Bids procured by its sub-syndicate members) in the end of the Certain Funds Period or the date the Offer is declared unconditional as Offer, in relation to acceptances or wholly unconditional or finally closed which Equity Shares are proposed to be Allocated in accordance with the City Code, the Company will give notice to the Administrative Agent (who shall notify the Lenders) that the same has occurred. (b) Promptly upon satisfaction of the condition specified in Section 429 (1) or (2) of Companies Act for giving a notice under that Section in respect of any Shares and the Offer becoming or being declared unconditional in all respects, the Company shall (a) implement the procedures set out in Section 429 et seq. of the Companies Act to acquire any outstanding Shares and (b) use all commercially reasonable endeavors to acquire 100 per cent of the Shares as promptly as practicable. (c) The Company covenants and agrees that without the prior written agreement of the Syndication Agent and the Administrative Agent the Company will not (i) issue or cause to be issued (or permit any other Affiliate of the Company to issue) any press release or other written public statement, the relevant portion of the text of which has not been previously approved by the Syndication Agent and the Administrative Agent (which such approval shall not be unreasonably withheld or delayed), which makes reference to this Agreement or to some or all of the Lenders in relation to this Agreement unless the public statement is required by applicable law, the City Code or any stock exchange or is in connection with any judicial proceeding concerning this Agreement (in which case the Company shall notify the Syndication Agent and the Administrative Agent and the Lenders as soon as practicable upon becoming aware that the public statement is required) (provided that the Syndication Agent, the Administrative Agent and the Lenders acknowledge that, pursuant to the City Code, (X) a summary of the principal terms of this Agreement will and the Offer Documents, it shall only be responsible for ensuring completion of the subscription or the purchase in respect of such valid Bids in the manner set forth in this Clause 5. For the purpose of this Agreement, “valid Bids” shall mean such Bids made during the Bid/Offer Period which are not liable to be rejected on any of the grounds disclosed in the Offer DocumentDocuments or Applicable Laws. 5.2 It is clarified that the Underwriter has not and will not be deemed to have procured Bids by Anchor Investors procured by the Lead Manager, or those ASBA Bids which have been procured by the SCSBs themselves or by the Registered Brokers, Collecting Depository Participants and RTAs and will not be responsible for withdrawal or incompleteness of any ASBA Bid arising due to the negligence, misconduct or default by the SCSBs or the Sponsor Bank. It is also clarified that the Underwriter shall not have any obligation to procure subscribers for (Y) this Agreement will be available for public inspection while the Offer remains open for acceptancepursuant to their underwriting obligations) or subscribe to themselves any Equity Shares in respect of Bids that have been submitted by QIBs in the Net QIB Portion. 5.3 The Underwriter, in respect of Bidders who have submitted their valid Bids to such Underwriter directly, confirms that, subject to Clause 2.2, in the event that a Bidder submits its valid Bid to the Underwriter (iiincluding Bids submitted to the sub-syndicate members) take or permit to be taken at any step as a result of which the cash portion of the offer price stated Specified Locations (other than Anchor Investor Bids or Bidders who have submitted their Bids directly to the SCSBs, CDPs or RTAs or Registered Brokers) and who is allocated Equity Shares in the Offer Document isOffer, or may be required to be, increased beyond defaults in the level agreed between the Company, the Syndication Agent and the Administrative Agent from time to time. (d) The Company covenants and agrees that, performance of its obligations in respect of the Offer, it will comply after the Bid/ Offer Closing Date solely and directly due to insufficiency of funds in the relevant ASBA Account (excluding defaults due to negligence, misconduct or default by the relevant SCSB or the Sponsor Bank), then such Equity Shares shall first be allocated to other Bidders where there is excess subscription in the same category or any other category in which there is any excess subscription in accordance with the City Code (subject to any applicable waivers by SEBI ICDR Regulations and the Panel), the Financial Services Act Red ▇▇▇▇, ▇▇e Companies Act ▇ Prospectus, and all other applicable laws relevant to the Offer in all material respects. (e) Unless to do so would be a breach of any other provision of this Section 5.08, the Company covenants and agrees that it will from time to time keep the Syndication Agent and the Administrative Agent informed as to the status and progress of the Offer and, in particular, will from time to time upon request give to the Syndication Agent and the Administrative Agent reasonable details as to the current level of acceptances of the Offer and such other matters relevant to the Offer as the Syndication Agent and the Administrative Agent may reasonably request. (f) The Company covenants and agrees, in any event, to give notice to lapse the Offer only in the event when such Equity Shares cannot be allocated to other Bidders or if such other Bidders also default in the performance of their payment obligations in respect of the Offer, then the Underwriter that 120 days after Announcement Date procured the Bid from the Bidder that first defaulted in the performance of its obligations in accordance with this Clause shall make a payment, or cause the payment of, the Offer has not been declared wholly unconditional as Price in respect of such Equity Shares to acceptances, unless the Required Lenders agree in their absolute discretion to extend such period. (gEscrow Account(s) The Company covenants and agrees to procure that, as soon as legally and practically possible after reasonably practicable (following the date receipt of the Offer becomes or is declared unconditional notice referred to in all respects Clause 6.1 but prior to finalisation of the Target Basis of Allotment by the Designated Stock Exchange) following which Equity Shares shall be removed from Allotted to the Official List Underwriter or to the investor procured by such Underwriter. For the avoidance of doubt, the London Stock Exchange Limited Underwriter shall not be liable under the terms of this Agreement for any default in the blocking of funds in the relevant ASBA Account other than solely and re-registered as a private companydirectly due to insufficiency of funds in the relevant ASBA Account.

Offer. (a) Promptly upon 5.1 Each Underwriter hereby severally and not jointly, confirms to the occurrence of any lapse or withdrawal Company, the Promoter Selling Shareholder and to each of the Offer or other Underwriters that, subject to Clauses 2.2 and 5.3, to the end extent of the Certain Funds Period or valid ASBA Bids procured by it (including valid Bids procured by its respective Sub- Syndicate Member, if any) in its capacity as an Underwriter in the date the Offer is declared unconditional as Offer, in relation to acceptances or wholly unconditional or finally closed which Equity Shares are proposed to be Allocated in accordance with the City Codeterms of this Agreement and the Offer Documents, each Underwriter shall only be responsible for ensuring completion of the subscription or purchase in respect of such Bids and not for Bids procured and / or uploaded by other Underwriters (or the respective Sub-Syndicate Member of such Underwriters), in the manner set forth in this Clause 5. For the purpose of this Agreement, “valid Bids” shall mean such Bids made during the Bid/Offer Period which are not liable to be rejected on any of the grounds disclosed in the Offer Documents or Applicable Law. The Company confirms that it shall allocate all of the Equity Shares offered through the Offer to successful Bidders including the successful Bidders procured by the Underwriters in terms of the Red ▇▇▇▇▇▇▇ Prospectus, the Company Prospectus, the Preliminary Offering Memorandum, the Final Offering Memorandum and Applicable Law. 5.2 It is clarified that the Underwriters have not and will give notice not be deemed to have procured Bids by Anchor Investors procured by the Book Running Lead Managers, or those ASBA Bids which have been procured by the SCSBs themselves or by the Registered Brokers, Collecting Depository Participants and RTAs and will not be responsible for withdrawal or incompleteness of any ASBA Bid arising due to the Administrative Agent (who shall notify negligence, misconduct or default by the Lenders) that SCSBs or the same has occurredSponsor Banks. 5.3 Each Underwriter severally and not jointly, in respect of Bidders who have submitted their Bids to such Underwriter (bincluding valid Bids procured by its respective Sub-Syndicate Members) Promptly upon satisfaction directly, agrees that, subject to Clause 2.2, in the event a Syndicate ASBA Bidder submitting its Bid to an Underwriter (including valid Bids procured by its respective Sub-Syndicate Members), at any of the condition specified Specified Locations (other than Anchor Investor Bids or Bidders who have submitted their Bids directly to the SCSBs, CDPs or RTAs or Registered Brokers), who is allocated Equity Shares in Section 429 the Offer, defaults in its payment obligations in respect of the Offer (1excluding defaults due to negligence, misconduct or default by the SCSBs) or (2) through any default in blocking of Companies Act for giving a notice under that Section funds solely and directly due to insufficiency of funds in the relevant ASBA Account, then such Equity Shares shall first be allocated to other Bidders in respect of any Shares excess subscription in the same category in which the default occurs or in any other category in which there is any excess subscription in accordance with the SEBI ICDR Regulations, the Red ▇▇▇▇▇▇▇ Prospectus and the Offer becoming Preliminary Offering Memorandum, and only if no such other Bidders are allocated such Equity Shares or being declared unconditional in all respects, the Company shall (a) implement the procedures set out in Section 429 et seq. of the Companies Act to acquire any outstanding Shares and (b) use all commercially reasonable endeavors to acquire 100 per cent of the Shares as promptly as practicable. (c) The Company covenants and agrees that without the prior written agreement of the Syndication Agent and the Administrative Agent the Company will not (i) issue or cause to be issued (or permit any if such other Affiliate of the Company to issue) any press release or other written public statement, the relevant portion of the text of which has not been previously approved by the Syndication Agent and the Administrative Agent (which such approval shall not be unreasonably withheld or delayed), which makes reference to this Agreement or to some or all of the Lenders in relation to this Agreement unless the public statement is required by applicable law, the City Code or any stock exchange or is in connection with any judicial proceeding concerning this Agreement (in which case the Company shall notify the Syndication Agent and the Administrative Agent and the Lenders as soon as practicable upon becoming aware that the public statement is required) (provided that the Syndication Agent, the Administrative Agent and the Lenders acknowledge that, pursuant to the City Code, (X) a summary of the principal terms of this Agreement will be disclosed Bidders also default in the Offer Document, and (Y) this Agreement will be available for public inspection while the Offer remains open for acceptance) or (ii) take or permit to be taken any step as a result performance of which the cash portion of the offer price stated in the Offer Document is, or may be required to be, increased beyond the level agreed between the Company, the Syndication Agent and the Administrative Agent from time to time. (d) The Company covenants and agrees that, their payment obligations in respect of the Offer, it will comply with the City Code Underwriter (subject or its respective Sub-Syndicate Members) that procured and uploaded the Bid from the Syndicate ASBA Bidder that first defaulted in the performance of its payment obligations shall make a payment, or cause payment of, the Offer Price in respect of such Equity Shares to the Escrow Account as soon as reasonably practicable upon receipt of the notice referenced in Clause 6.1 and in any applicable waivers event prior to finalization of Basis of Allotment by the PanelDesignated Stock Exchange and such Equity Shares shall be Allotted to the relevant Underwriter or to the purchaser or subscriber procured by it. For the avoidance of doubt, the Underwriters shall not be liable under the terms of this Agreement for any default in the blocking of funds in the relevant ASBA Account other than solely and directly due to insufficiency of funds in the relevant ASBA Account. 5.4 In the event KSL fails to discharge its underwriting obligations under Clause 5.2, the underwriting obligations of KSL under Clause 5.1 shall be discharged by Kotak. Such discharge of obligations shall be without any participation or involvement required by, or liability of the Company and/or the Promoter Selling Shareholder. Subject to Clause 5.3, each Underwriter shall be liable only for its 5.5 Subject to Clause 5.4, the obligations, representations, warranties, undertakings and liabilities of the Underwriters (including the acts and omissions of their respective sub-Syndicate Members) under this Agreement, including to procure subscribers or purchasers for, or subscribe to or purchase themselves, the Equity Shares at the Offer Price in accordance with this Clause 5 shall be several and not joint. Subject to Clause 5.4, each Underwriter shall be liable only for its own acts and omissions and that of its respective sub-syndicate members and not for the acts and omissions of any other Underwriter (or such other Underwriter’s sub-syndicate members). In the event that any Underwriter discharges (“Discharging Underwriter”) any underwriting obligations on behalf of any other defaulting Underwriter (or their respective Sub-Syndicate Member) pursuant to this Clause 5 hereto (for the purposes of this Clause 5.5, the “Defaulting Underwriter”), the Financial Services Act ▇▇▇▇Discharging Underwriter shall have full recourse to such Defaulting Underwriter (or their respective sub- syndicate members) without any participation or involvement required by or liability of, ▇▇e Companies Act the Company, the Promoter Selling Shareholder, or the other Underwriters. For the avoidance of doubt, the underwriting and all selling commission and any other commissions or fees, expenses and applicable laws relevant taxes as specified in the Fee Letter and Transaction Agreements, in respect of Equity Shares for which a Discharging Underwriter discharges underwriting obligations of any Defaulting Underwriter shall be payable to the Offer in all material respectsDischarging Underwriter and not to the Defaulting Underwriter. (e) Unless 5.6 Notwithstanding any recourse that may be available to do so would be a breach of any other provision of this Section 5.08Discharging Underwriter under Clause 5.5, the Company covenants and agrees that it will from time to time keep the Syndication Agent and the Administrative Agent informed as to the status and progress of the Offer and, in particular, will from time to time upon request give to the Syndication Agent and the Administrative Agent reasonable details as to the current level of acceptances of the Offer and such other matters relevant to the Offer as the Syndication Agent and the Administrative Agent may reasonably request. (f) The Company covenants and agrees, in any event, to give notice to lapse the Offer in the event that 120 days a Discharging Underwriter underwrites and/or procures subscription to the extent of any shortfall in the underwriting obligations of any such Defaulting Underwriter under this Agreement, then, such Discharging Underwriter shall have a put option against such Defaulting Underwriter in respect of such Equity Shares constituting the shortfall in such Defaulting Underwriter’s underwriting obligations. Upon exercise by a Discharging Underwriter of the put option by a notice in writing at any time after Announcement Date purchase of the Equity Shares, such Defaulting Underwriter shall be obliged to purchase such Equity Shares to the extent of the shortfall in its underwriting obligation from the respective Underwriter at the Offer Price on the Working Day immediately following receipt of the notice. 5.7 In the event of a failure of any Defaulting Underwriter to fulfill its obligations under the put option under Clause 5.6 above, a Discharging Underwriter may at its discretion, in addition to and without prejudice to the remedies available to it under Applicable Law, be entitled to sell or dispose of the Equity Shares (representing the shortfall in the underwriting obligations of such Defaulting Underwriter) to any person or generally in the market or otherwise at a price realizable by such Discharging Underwriter, and in the event that the proceeds from the sale of such Equity Shares is less than cost of the Equity Shares purchased by it or in the event the Discharging Underwriter has not been declared wholly unconditional as to acceptancessold some or all of such Equity Shares, unless such Defaulting Underwriter shall fully indemnify and hold the Required Lenders agree in their absolute discretion to extend Discharging Underwriter harmless from and against any such period. (g) The Company covenants and agrees to procure that, as soon as legally and practically possible after the date the Offer becomes or is declared unconditional in all respects the Target shall be removed from the Official List loss on account of the London Stock Exchange Limited sale or retention of some or all of such Equity Shares, including any costs or expenses incurred by the Discharging Underwriter on such purchase and re-registered as a private companysale.

Offer. (a) Promptly upon No Shareholder shall dispose of shares of Stock owned by such Shareholder to any person or entity until such Shareholder (the occurrence "Offering Shareholder") shall first have offered such shares to the Corporation and the other Shareholders (the "Offeree Shareholders") by notice in writing (the "Offer Notice") and shall otherwise have complied with this Section 2. Any Offer Notice under this Agreement shall be given at the same time to the Corporation and the Offeree Shareholders and shall specify (i) the person or entity to which the shares of Stock, or to which any lapse or withdrawal Interest in such shares, are proposed to be transferred (the "Third Party Offeror"), (ii) the price, other consideration and other material terms and conditions of the Offer transaction that the offering Shareholder proposes to undertake with the Third Party Offeror and (iii) the number of shares proposed to be included in or affected by the disposition to the Third Party Offeror. First the Corporation and then, if the Corporation does not exercise its right to purchase the offered Stock, the Offeree Shareholders shall have the right to acquire all (but not less than all) of the Stock or the end of interests therein offered by the Certain Funds Period or Offering Shareholder on the date terms and conditions set forth in the Offer Notice. Such right shall be exercisable by the Corporation within forty-five (45) days after the Offer Notice is declared unconditional as given by the Offering Shareholder and by the Offeree Shareholders within the period from fifty (50) to acceptances ninety (90) days after the Offer Notice in given to such Shareholders. Such right shall be deemed to be exercised when written notice of such exercise is given by the Corporation or wholly unconditional or finally closed in accordance with the City Code, the Company will give notice an Offeree Shareholder to the Administrative Agent (who shall notify Offering Shareholder within the Lenders) that the same has occurredapplicable period specified above. (b) Promptly upon satisfaction of If there is more than one Offeree Shareholder, then each such Shareholder shall have the condition specified in Section 429 (1) or (2) of Companies Act for giving a notice under that Section in respect of any Shares right and the Offer becoming or being declared unconditional in all respects, the Company shall (a) implement the procedures set out in Section 429 et seq. of the Companies Act option to acquire any outstanding Shares and (b) use all commercially reasonable endeavors to acquire 100 per cent of the Shares as promptly as practicable. (c) The Company covenants and agrees that without the prior written agreement of the Syndication Agent and the Administrative Agent the Company will not (i) issue or cause to be issued (or permit any other Affiliate of the Company to issue) any press release or other written public statement, the relevant a pro rata portion of the text of which has not been previously approved Stock offered by the Syndication Agent and the Administrative Agent Offering Shareholder (which such approval shall not be unreasonably withheld or delayedpro rata portion, as defined in Section 2.2(c), which makes reference a "Pro Rata Portion"), in the manner provided in this Section 2. If any of such Offeree Shareholders fails to this Agreement or exercise its right to some or acquire all of the Lenders in relation Stock that such Shareholder is entitled to acquire under this Agreement unless the public statement is required by applicable law, the City Code Section 2 or any stock exchange or is in connection with any judicial proceeding concerning this Agreement (in which case the Company shall notify the Syndication Agent and the Administrative Agent and the Lenders as soon as practicable upon becoming aware that the public statement is required) (provided that the Syndication Agent, the Administrative Agent and the Lenders acknowledge that, pursuant gives notice to the City Code, (X) a summary of the principal terms of this Agreement will be disclosed in the Offer Document, and (Y) this Agreement will be available for public inspection while the Offer remains open for acceptance) or (ii) take or permit to be taken any step as a result of which the cash portion of the offer price stated in the Offer Document is, or may be required to be, increased beyond the level agreed between the Company, the Syndication Agent and the Administrative Agent from time to time. (d) The Company covenants and agrees that, in respect of the Offer, it will comply with the City Code (subject to any applicable waivers by the Panel), the Financial Services Act ▇▇▇▇, ▇▇e Companies Act and all other applicable laws relevant to the Offer in all material respects. (e) Unless to do so would be a breach of any other provision of this Section 5.08, the Company covenants and agrees Offering Shareholder that it will from time not exercise such right, then the other Offeree Shareholders shall have the right and option to time keep the Syndication Agent and the Administrative Agent informed as to the status and progress of the Offer and, in particular, will from time to time upon request give to the Syndication Agent and the Administrative Agent reasonable details as to the current level of acceptances of the Offer and such other matters relevant to the Offer as the Syndication Agent and the Administrative Agent may reasonably request. (f) The Company covenants and agrees, in any event, to give notice to lapse the Offer in the event that 120 days after Announcement Date the Offer has not been declared wholly unconditional as to acceptances, unless the Required Lenders agree in their absolute discretion to extend such period. (g) The Company covenants and agrees to procure that, as soon as legally and practically possible after the date the Offer becomes or is declared unconditional in all respects the Target shall be removed from the Official List of the London Stock Exchange Limited and re-registered as a private company.acquire Pro

Offer. (ai) Promptly upon the occurrence of any lapse or withdrawal of the Offer or the end of the Certain Funds Period or the date the Offer is declared unconditional as to acceptances or wholly unconditional or finally closed Provided that this Agreement shall not have been terminated in accordance with the City Code, the Company will give notice to the Administrative Agent (who shall notify the Lenders) that the same has occurred. (b) Promptly upon satisfaction of the condition specified in Section 429 (1) or (2) of Companies Act for giving a notice under that Section in respect of any Shares and the Offer becoming or being declared unconditional in all respects8, the Company shall commence (awithin the meaning of Rule 13e-4(a)(4) implement promulgated under the procedures set out in Section 429 et seq. Exchange Act) the Offer to purchase all of the Companies Act to acquire any outstanding Shares Convertible Notes and (b) use all commercially reasonable endeavors to acquire 100 per cent solicit acceptances of the Shares as promptly as practicable. (c) Prepackaged Plan with the Solicitation Materials prior to the open of business on the date that is the tenth Business Day after the date of this Agreement. The Company covenants and agrees that without the prior written agreement of the Syndication Agent and the Administrative Agent Investor shall cooperate with the Company will not (i) issue and use its best efforts to help the Company do, or cause to be issued done, all things that the Investor (in its reasonable discretion) determines are necessary, proper or advisable in connection with the Offer and the Solicitation, including in connection with the commencement of the Offer and the Solicitation. The Offer and the Solicitation shall be commenced and conducted on the terms and subject to the conditions set forth on Annex A hereto and such other terms and conditions as may be agreed to by the Investor and the Company in writing prior to the commencement of the Offer. Subject to the right of the parties to terminate this Agreement in accordance with Section 8(a), the Company may extend the Offer beyond the Initial Expiration Date without the prior consent of the Investor for a period of not more than ten (10) business days (as defined in Rule 14d-1 under the Exchange Act), if, at such scheduled expiration date of the Offer, any of the Offer Conditions shall not have been satisfied or, with the prior written consent of the Investor, waived. (ii) The Company shall indemnify and hold harmless the Investor and its partners, members, stockholders, directors, officers, employees, affiliates, agents and other representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with the Offer and the Transactions and any information utilized in connection therewith, except with respect to information supplied in writing by the Investor or any of its partners, members, stockholders, directors, officers, employees, Affiliates, agents or other representatives, with respect to the Investor or any of its partners, members, stockholders, directors, officers, employees, Affiliates, agents or other representatives, specifically for inclusion or incorporation by reference in the Schedule TO, Form S-4, Offer Documents and any Other Required Company Filings and except with respect to any gross negligence, fraud or willful misconduct of the Investor and its partners, members, stockholders, directors, officers, employees, affiliates, agents and other representatives. (iii) As soon as practicable on the date of commencement of the Offer, the Company shall file with the Commission the Schedule TO and Form S-4 with respect to the Offer and the Solicitation Materials with respect to the Prepackaged Plan. The Form S-4 and Schedule TO shall contain or incorporate the Offer Documents. The Company shall, or shall cause, the Offer Documents to be disseminated to the holders of the Convertible Notes as and to the extent required by applicable federal securities Laws and rules and regulations promulgated thereunder. The Company, on the one hand, and the Investor, on the other hand, shall promptly correct any information provided by them for use in the Schedule TO, the Form S-4, the Offer Documents and any Other Required Company Filings if and to the extent that it shall be or shall have become false or misleading in any material respect, and the Company shall cause Schedule TO, the Form S-4, the Offer Documents and any Other Required Company Filings as so corrected to be filed with the Commission and, in the case of any corrected Offer Documents, disseminated to holders of the Convertible Notes, in each case, as and to the extent required by applicable federal securities Laws and rules and regulations promulgated thereunder. The Investor and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule TO, the Form S-4, the Offer Documents and the Required Company Filings, and, in each case, any amendment, supplement or exhibit thereto, before they are filed with the Commission and disseminated to holders of Convertible Notes, the Company shall consider in good faith the comments of the Investor in connection therewith and shall not file with the Commission, disseminate to holders or otherwise use the Schedule TO, the Form S-4 or any Offer Documents or Required Company Filings, or, in each case, any amendment, supplement or exhibit thereto, without the prior consent of the Investor (which consent shall not be unreasonably delayed or withheld). In addition, the Company shall provide the Investor and its counsel with any comments that the Company or their counsel may receive from time to time from the Commission or its staff with respect to the Schedule TO, the Form S-4, the Offer Documents and the Other Required Company Filings promptly after the receipt of such comments, consult with the Investor and its counsel prior to responding to any such comments, and consider in good faith the views of the Investor in connection with, any proposed written communication to the Commission and provide the Investor with copies of all such written responses. Each party agrees not to participate, or to permit its Subsidiaries or Affiliates to participate, in any meeting or discussion, either in person or by telephone, with the Commission, in connection with the Offer unless it consults with the other Affiliate party in advance and, to the extent not prohibited by the Commission, gives the other party the opportunity to attend and participate. The Company will use reasonable best efforts to respond to any comments from the Commission as promptly as possible and to have the Form S-4 declared effective as promptly as possible. (iv) The obligation of the Company to issue) any press release or other written public statement, the relevant portion of the text of which has not been previously approved by the Syndication Agent accept for exchange and the Administrative Agent (which such approval shall not be unreasonably withheld or delayed), which makes reference to this Agreement or to some or all of the Lenders in relation to this Agreement unless the public statement is required by applicable law, the City Code or any stock exchange or is in connection with any judicial proceeding concerning this Agreement (in which case the Company shall notify the Syndication Agent and the Administrative Agent and the Lenders as soon as practicable upon becoming aware that the public statement is required) (provided that the Syndication Agent, the Administrative Agent and the Lenders acknowledge that, for Convertible Notes tendered pursuant to the City Code, (X) a summary Offer shall be subject to the satisfaction of the principal Offer Conditions. (v) Subject to (A) the terms of this Agreement will be disclosed in and (B) the satisfaction or, with the prior written consent of the Investor, waiver of all of the Offer Document, and (Y) this Agreement will be available for public inspection while the Offer remains open for acceptance) or (ii) take or permit to be taken any step Conditions as a result of which the cash portion of the offer price stated in the Offer Document is, or may be required to be, increased beyond the level agreed between the Company, the Syndication Agent and the Administrative Agent from time to time. (d) The Company covenants and agrees that, in respect expiration of the Offer, it will comply with if the City Code (subject to any applicable waivers Restructuring is not being effectuated through the confirmation of the Prepackaged Plan in the Prepackaged Plan Proceeding, at the Closing, after the receipt by the PanelCompany of the proceeds of the Investment, the Company shall accept for exchange all Convertible Notes validly tendered and not withdrawn pursuant to the Offer. If the Restructuring is not being effectuated through the confirmation of the Prepackaged Plan in the Prepackaged Plan Proceeding, in accordance with Section 6(i)(ii) and Section 6(m), the Financial Services Act ▇▇▇▇, ▇▇e Companies Act Company shall pay the cash consideration and all other applicable laws relevant to the Offer in all material respects. (e) Unless to do so would be a breach of any other provision of this Section 5.08, issue the Company covenants Common Stock consideration for all Convertible Notes validly tendered and agrees that it will from time to time keep the Syndication Agent and the Administrative Agent informed as to the status and progress of the Offer and, in particular, will from time to time upon request give to the Syndication Agent and the Administrative Agent reasonable details as to the current level of acceptances of the Offer and such other matters relevant not withdrawn pursuant to the Offer as promptly as practicable following the Syndication Agent and acceptance for exchange pursuant to the Administrative Agent may reasonably requestimmediately prior sentence (but in no event later than three (3) Business Days after the expiration of the Offer). (fvi) The Investor shall not be responsible or liable for, any payment, damages or obligation arising from the failure of the Company covenants and agreesto comply with the provisions of this Section 6(d), including, without limitation, any such failure which would result in any event, to give notice to lapse the closing of the Offer in on terms or conditions other than those consented to by the event that 120 days after Announcement Date the Offer has not been declared wholly unconditional as to acceptances, unless the Required Lenders agree in their absolute discretion to extend such periodInvestor. (g) The Company covenants and agrees to procure that, as soon as legally and practically possible after the date the Offer becomes or is declared unconditional in all respects the Target shall be removed from the Official List of the London Stock Exchange Limited and re-registered as a private company.

Offer. (a) Promptly upon the occurrence of any lapse or withdrawal 5.1. Each Underwriter hereby, severally and not jointly, confirms to each of the Offer or Company, the end Promoter Selling Shareholders and to each of the Certain Funds Period or other Underwriters that, subject to Clauses 2.2, 5.2 and 5.3, to the date extent of the valid Bids procured and uploaded by it (and, with respect to MO and JM, to the extent of valid ASBA Bids procured and uploaded by MOFSL and JMFSL respectively) in its capacity as an Underwriter (including valid Bids procured and uploaded by its respective Sub-Syndicate Members) in the Offer is declared unconditional as in relation to acceptances or wholly unconditional or finally closed which Equity Shares have been allocated in accordance with the City Code, the Company will give notice to the Administrative Agent (who shall notify the Lenders) that the same has occurred. (b) Promptly upon satisfaction of the condition specified in Section 429 (1) or (2) of Companies Act for giving a notice under that Section in respect of any Shares and the Offer becoming or being declared unconditional in all respects, the Company shall (a) implement the procedures set out in Section 429 et seq. of the Companies Act to acquire any outstanding Shares and (b) use all commercially reasonable endeavors to acquire 100 per cent of the Shares as promptly as practicable. (c) The Company covenants and agrees that without the prior written agreement of the Syndication Agent and the Administrative Agent the Company will not (i) issue or cause to be issued (or permit any other Affiliate of the Company to issue) any press release or other written public statement, the relevant portion of the text of which has not been previously approved by the Syndication Agent and the Administrative Agent (which such approval shall not be unreasonably withheld or delayed), which makes reference to this Agreement or to some or all of the Lenders in relation to this Agreement unless the public statement is required by applicable law, the City Code or any stock exchange or is in connection with any judicial proceeding concerning this Agreement (in which case the Company shall notify the Syndication Agent and the Administrative Agent and the Lenders as soon as practicable upon becoming aware that the public statement is required) (provided that the Syndication Agent, the Administrative Agent and the Lenders acknowledge that, pursuant to the City Code, (X) a summary of the principal terms of this Agreement and the Offer Documents, each such Underwriter shall only be responsible for ensuring completion of the subscription or purchase in respect of such Bids and not for Bids procured and/ or uploaded by other Underwriters (or Bids procured and/ or uploaded by the respective Sub-Syndicate Members of such Underwriters) in the manner set forth in this Clause 5. In accordance with Regulation 40(3) of the SEBI ICDR Regulations, any Bids by QIBs in the QIB Portion will not be underwritten. For the purpose of this Agreement, “Valid Bids” shall mean such Bids made during the Bid/Offer Period which are not liable to be rejected on any of the grounds disclosed in the Offer Document, and (Y) this Agreement will be available for public inspection while Documents or Applicable Laws. The Company confirms that it shall allocate all of the Equity Shares offered through the Offer remains open for acceptance) or (ii) take or permit to be taken any step as a result of which successful Bidders including the cash portion successful Bidders procured and uploaded by the Underwriters in terms of the offer price stated in the Offer Document is, or may be required to be, increased beyond the level agreed between the Company, the Syndication Agent and the Administrative Agent from time to time. (d) The Company covenants and agrees that, in respect of the Offer, it will comply with the City Code (subject to any applicable waivers by the Panel), the Financial Services Act Red ▇▇▇▇, ▇▇e Companies Act and all other applicable laws relevant to the Offer in all material respects. (e) Unless to do so would be a breach of any other provision of this Section 5.08▇ Prospectus, the Company covenants Prospectus, the Preliminary Offering Memorandum, the Offering Memorandum and agrees that it will from time to time keep the Syndication Agent and the Administrative Agent informed as to the status and progress of the Offer and, in particular, will from time to time upon request give to the Syndication Agent and the Administrative Agent reasonable details as to the current level of acceptances of the Offer and such other matters relevant to the Offer as the Syndication Agent and the Administrative Agent may reasonably requestApplicable Law. (f) The Company covenants and agrees, in any event, to give notice to lapse the Offer in the event that 120 days after Announcement Date the Offer has not been declared wholly unconditional as to acceptances, unless the Required Lenders agree in their absolute discretion to extend such period. (g) The Company covenants and agrees to procure that, as soon as legally and practically possible after the date the Offer becomes or is declared unconditional in all respects the Target shall be removed from the Official List of the London Stock Exchange Limited and re-registered as a private company.

Offer. Not fewer than fifteen (a15) Promptly upon business days ----- prior to the occurrence of any lapse or withdrawal consummation of the Offer or the end of the Certain Funds Period or the date the Offer is declared unconditional as to acceptances or wholly unconditional or finally closed in accordance with the City CodeIssuance, the Company will give notice to the Administrative Agent (who shall notify the Lenders) that the same has occurred. (b) Promptly upon satisfaction of the condition specified in Section 429 (1) or (2) of Companies Act for giving a notice under that Section in respect of any Shares and (the Offer becoming or being declared unconditional in all respects, the Company "Preemption ---------- Notice") shall (a) implement the procedures set out in Section 429 et seq. of the Companies Act to acquire any outstanding Shares and (b) use all commercially reasonable endeavors to acquire 100 per cent of the Shares as promptly as practicable. (c) The Company covenants and agrees that without the prior written agreement of the Syndication Agent and the Administrative Agent the Company will not (i) issue or cause to be issued (or permit any other Affiliate of furnished by the Company to issue) any press release or other written public statement, each holder of Mezzanine ------ Securities (the relevant portion of the text of which has not been previously approved by the Syndication Agent and the Administrative Agent (which such approval "Preemptive Purchaser Offerees"). The Preemption ----------------------------- Notice shall not be unreasonably withheld or delayed), which makes reference to this Agreement or to some or all of the Lenders in relation to this Agreement unless the public statement is required by applicable law, the City Code or any stock exchange or is in connection with any judicial proceeding concerning this Agreement (in which case the Company shall notify the Syndication Agent and the Administrative Agent and the Lenders as soon as practicable upon becoming aware that the public statement is required) (provided that the Syndication Agent, the Administrative Agent and the Lenders acknowledge that, pursuant to the City Code, (X) a summary of include the principal terms of this Agreement the proposed Issuance, including without limitation the amount and kind of Subject Securities to be included in the Issuance, the percentage of the total number of shares of Common Stock outstanding on a fully-diluted basis as if all shares of Common Stock issuable upon exercise of Options held by any Person were issued and outstanding that the Subject Securities proposed to be sold represent (calculated, in the case of any Subject Securities that are Options or other convertible instruments on the basis of the number of shares of Common Stock issuable upon immediate exercise or conversion of such Subject Securities), the maximum and minimum price per unit of such Subject Securities (which maximum price shall not exceed the minimum price by more than 110%), the name of the Persons to whom the Subject Securities will be disclosed Issued (the "Proposed -------- Buyers"), any other material terms of the proposed Issuance and will ------ include: (a) in the Offer Document, and case of any proposed Issuance of Subject Securities described in clause (Y) this Agreement will be available for public inspection while the Offer remains open for acceptancei) or (ii) take or permit of the first paragraph of Section 8, an offer by the Company to Issue to, and at the option of, such Preemptive Purchaser Offeree, a percentage of the Subject Securities equal to the portion that the total number of shares of Common Stock held by such Preemptive Purchaser prior to such proposed Issuance represents as a percentage of the total number of shares of Common Stock outstanding as of immediately prior to giving effect to such Issuance (in each case not including any portion of such Subject Securities and calculated on a fully diluted basis as if all shares of Common Stock issuable upon exercise of Options held by any Person were issued and outstanding; such portion being referred to herein as the "Basic Preemptive Portion"); and ------------------------ (b) only in the case of any proposed Issuance of Subject Securities described in clause (ii) of the first paragraph of Section 8, if and solely to the extent such proposed Issuance together with any previous Issuances described in such clause (ii) does not exceed an aggregate purchase price of $3,000,000, an offer by the Company to Issue to, and at the option of, such Preemptive Purchaser Offeree, a portion (the "Special Preemptive Portion") of the Shares to be taken issued -------------------------- in such Issuance equal to the number obtained by multiplying: (i) the lesser of (A) the number obtained by dividing (x) $3,000,000 minus the aggregate purchase price received by the Company in any step as prior Issuance of Subject Securities described in clause (ii) of the first paragraph of Section 8 by (y) the per Share price to be received by the Company in such Issuance or (B) the total number of Shares of Subject Securities being offered in such Issuance; times (ii) a result fraction, the numerator of which is the cash total number of shares of Common Stock held by such Preemptive Purchaser Offeree prior to such proposed Issuance and the denominator of which is the total number of shares of Common Stock held by all Preemptive Purchaser Offerees prior to such proposed Issuance (in each case not including any portion of such Subject Securities and calculated on a fully diluted basis as if all shares of Common Stock issuable upon exercise of Options held by any Person were issued and outstanding); provided, however, that in any case where the offer price stated in the Offer Document is, or may be required to be, increased beyond the level agreed between the Companypreceding clause (b) is -------- ------- applicable, the Syndication Agent and the Administrative Agent from time provisions of clause (b) shall apply prior to time. (d) The Company covenants and agrees that, in respect application of the Offerprovisions of clause (a) above. The Basic Preemptive Portion plus, it will comply if applicable, the Special Preemptive Portion allocable to any Preemptive Purchaser Offeree in accordance with the City Code (subject to any applicable waivers by the Panel), the Financial Services Act ▇▇▇▇, ▇▇e Companies Act and all other applicable laws relevant to the Offer in all material respects. (e) Unless to do so would be a breach of any other provision foregoing provisions of this Section 5.08, 8.1.1 is referred to herein as the Company covenants and agrees that it will from time to time keep the Syndication Agent and the Administrative Agent informed as "Preemptive Portion." Subject to the status provisions of this Section ------------------ 8, any and progress all offers to issue to any Preemptive Purchaser Offeree its preemptive Portion of Subject Securities shall be on the Offer andsame terms and conditions, in particular, will from time with respect to time upon request give each unit of Subject Securities issued to the Syndication Agent and the Administrative Agent reasonable details Preemptive Purchaser Offerees, as apply to the current level of acceptances of the Offer and such other matters relevant Proposed Buyers with respect to the Offer as the Syndication Agent and the Administrative Agent may reasonably requestunits of Subject Securities to be issued to them in such Issuance. (f) The Company covenants and agrees, in any event, to give notice to lapse the Offer in the event that 120 days after Announcement Date the Offer has not been declared wholly unconditional as to acceptances, unless the Required Lenders agree in their absolute discretion to extend such period. (g) The Company covenants and agrees to procure that, as soon as legally and practically possible after the date the Offer becomes or is declared unconditional in all respects the Target shall be removed from the Official List of the London Stock Exchange Limited and re-registered as a private company.

Offer. The Tevva Shareholder hereby irrevocably undertakes, covenants and agrees in favour of EMV to: (a) Promptly upon the occurrence of any lapse or withdrawal of accept the Offer or the end within five Business Days of the Certain Funds Period or the date receiving the Offer and (so far as it is declared unconditional within the Tevva Shareholder’s power to do so) to procure to be done all such things as may be required to acceptances or wholly unconditional or finally closed in accordance with the City Code, the Company will give notice effect to the Administrative Agent (who shall notify the Lenders) that the same has occurred.such acceptance; (b) Promptly upon satisfaction procure that a Drag Along Notice (as such term is defined in Tevva’s Articles) is executed and delivered to Tevva as soon as reasonably possible after, and in any event within five Business Days of the condition specified requisite number of Tevva shareholders having accepted the Offer; (c) complete, execute and deliver (subject to completion of the sale of the entire issued share capital in Section 429 Tevva to Holdco as envisaged in the Offer and the Arrangement) to Tevva the following documents within two Business Days of the same being sent to the Tevva Shareholder (1the "Documents”), provided such Documents are in a reasonable form, in order to give effect to the transactions contemplated by the Arrangement Agreement: (i) a stock transfer form or (2) of Companies Act for giving a notice under that Section stock transfer forms in respect of any all Tevva Shares and owned by the Tevva Shareholder to be sold to Holdco pursuant to the Tevva Shareholder’s acceptance of the Offer becoming (which, for the avoidance of doubt, will include without limitation any Tevva Shares acquired by or being declared unconditional issued to the Tevva Shareholder after acceptance of the Offer and prior to the Effective Time) (the “Sale Shares”); (ii) if requested by EMV, a declaration of trust in all respectsfavour of H▇▇▇▇▇ in respect of the beneficial ownership of the Sale Shares, whereby the Company Tevva Shareholder shall irrevocably declare that (a) implement the procedures set out entire beneficial interest in Section 429 et seq. of the Companies Act to acquire any outstanding Sale Shares and (b) use all commercially reasonable endeavors rights attaching to acquire 100 per cent the Sale Shares and all dividends and other distributions and money and such assets from time to time received or arising in respect of the Sale Shares as promptly as practicable.are held from the date of the declaration of trust absolutely by the Tevva Shareholder on bare trust for the Holdco; (ciii) The Company covenants a share sale and agrees that without purchase agreement or minority sale letter between the prior written agreement Tevva Shareholder and Holdco setting out the terms of the Syndication Agent sale and the Administrative Agent the Company will not (i) issue or cause to be issued (or permit any other Affiliate purchase of the Company Sale Shares and including warranties in respect of the Tevva Shareholder’s title to, and capacity to issue) any press release or other written public statementsell, the relevant portion Sale Shares with full title guarantee and free from any encumbrances and otherwise on the same terms as section 4.1(a)-(f) of the text this Agreement; (iv) if requested by E▇▇, a voting power of which has not been previously approved by the Syndication Agent and the Administrative Agent (which such approval shall not be unreasonably withheld or delayed), which makes reference to this Agreement or to some or all of the Lenders attorney in relation to this Agreement unless the public statement is required by applicable lawSale Shares in favour of the Buyer pending, and to expire upon, the City Code or any due stamping of the relevant stock exchange or is in connection with any judicial proceeding concerning this Agreement (in which case the Company shall notify the Syndication Agent transfer forms and the Administrative Agent and entry of Holdco (or the Lenders Resulting Issuer) in to Tevva’s register of members as soon as practicable upon becoming aware that the public statement is requiredholder of the Sale Shares; (v) (provided that the Syndication Agentif applicable, the Administrative Agent and the Lenders acknowledge that, an election pursuant to the City Code, (X) a summary section 431 of the principal terms of this Agreement will be disclosed in the Offer DocumentIncome Tax (Earnings & Pensions) Act 2003; (vi) if requested, and (Y) this Agreement will be available for public inspection while the Offer remains open for acceptance) or (ii) take or permit an indemnity to be taken given to Tevva and/or its directors for any step as a result lost share certificate(s) relating to the Sale Shares; and (vii) any other agreement, deed, release, waiver (including waiver of pre-emption rights), consent or other document which is reasonably required to enable, implement or register the cash portion transfer of the offer price stated in Sale Shares to Holdco or which is preparatory to the Offer Document is, sale and purchase of the Sale Shares or may be required the Arrangement or otherwise necessary to be, increased beyond implement of facilitate the level agreed between sale and purchase of the Company, Sale Shares or the Syndication Agent and the Administrative Agent from time to time.Arrangement; (d) The Company covenants and agrees that, not in respect any circumstances whilst the Arrangement Agreement is in force withdraw the Tevva Shareholder’s acceptance of the Offer, it will comply with the City Code (subject to any applicable waivers by the Panel), the Financial Services Act ▇▇▇▇, ▇▇e Companies Act and all other applicable laws relevant to the Offer in all material respects.; (e) Unless to promptly complete, execute and deliver all such other documents and do so would all such other things as may be a breach of any other provision of this Section 5.08, the Company covenants reasonably necessary and agrees that it will from time to time keep the Syndication Agent and the Administrative Agent informed as to the status and progress reasonably requested of the Offer and, in particular, will from time Tevva Shareholder to time upon request give full effect to the Syndication Agent and the Administrative Agent reasonable details as to the current level of acceptances each of the Offer Tevva Shareholder’s undertakings, agreements, warranties, representations appointments and such other matters relevant to the Offer as the Syndication Agent and the Administrative Agent may reasonably requestconsents set out in this Agreement. (f) The Company covenants and agrees, in any event, to give notice to lapse the Offer in the event that 120 days after Announcement Date the Offer has not been declared wholly unconditional as to acceptances, unless the Required Lenders agree in their absolute discretion to extend such period. (g) The Company covenants and agrees to procure that, as soon as legally and practically possible after the date the Offer becomes or is declared unconditional in all respects the Target shall be removed from the Official List of the London Stock Exchange Limited and re-registered as a private company.

Offer. (ai) Promptly upon the occurrence of any lapse or withdrawal of the Offer or the end of the Certain Funds Period or the date the Offer is declared unconditional as to acceptances or wholly unconditional or finally closed Provided that this Agreement shall not have been terminated in accordance with the City Code, the Company will give notice to the Administrative Agent (who shall notify the Lenders) that the same has occurred. (b) Promptly upon satisfaction of the condition specified in Section 429 (1) or (2) of Companies Act for giving a notice under that Section in respect of any Shares and the Offer becoming or being declared unconditional in all respects8, the Company shall commence (awithin the meaning of Rule 13e-4(a)(4) implement promulgated under the procedures set out in Section 429 et seq. Exchange Act) the Offer to purchase all of the Companies Act to acquire any outstanding Shares Convertible Notes and (b) use all commercially reasonable endeavors to acquire 100 per cent solicit acceptances of the Shares as promptly as practicable. (c) Prepackaged Plan with the Solicitation Materials prior to the open of business on the date that is the tenth Business Day after the date of this Agreement. The Company covenants and agrees that without the prior written agreement of the Syndication Agent and the Administrative Agent Investor shall cooperate with the Company will not (i) issue and use its best efforts to help the Company do, or cause to be issued done, all things that the Investor (in its reasonable discretion) determines are necessary, proper or advisable in connection with the Offer and the Solicitation, including in connection with the commencement of the Offer and the Solicitation. The Offer and the Solicitation shall be commenced and conducted on the terms and subject to the conditions set forth on Annex A hereto and such other terms and conditions as may be agreed to by the Investor and the Company in writing prior to the commencement of the Offer. Subject to the right of the parties to terminate this Agreement in accordance with Section 8(a), the Company may extend the Offer beyond the Initial Expiration Date without the prior consent of the Investor for a period of not more than ten (10) business days (as defined in Rule 14d-1 under the Exchange Act), if, at such scheduled expiration date of the Offer, any of the Offer Conditions shall not have been satisfied or, with the prior written consent of the Investor, waived. (ii) The Company shall indemnify and hold harmless the Investor and its partners, members, stockholders, directors, officers, employees, affiliates, agents and other representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with the Offer and the Transactions and any information utilized in connection therewith, except with respect to information supplied in writing by the Investor or any of its partners, members, stockholders, directors, officers, employees, Affiliates, agents or other representatives, with respect to the Investor or any of its partners, members, stockholders, directors, officers, employees, Affiliates, agents or other representatives, specifically for inclusion or incorporation by reference in the Schedule TO, Form S-4, Offer Documents and any Other Required Company Filings and except with respect to any gross negligence, fraud or willful misconduct of the Investor and its partners, members, stockholders, directors, officers, employees, affiliates, agents and other representatives. (iii) As soon as practicable on the date of commencement of the Offer, the Company shall file with the Commission the Schedule TO and Form S-4 with respect to the Offer and the Solicitation Materials with respect to the Prepackaged Plan. The Form S-4 and Schedule TO shall contain or incorporate the Offer Documents. The Company shall, or shall cause, the Offer Documents to be disseminated to the holders of the Convertible Notes as and to the extent required by applicable federal securities Laws and rules and regulations promulgated thereunder. The Company, on the one hand, and the Investor, on the other hand, shall promptly correct any information provided B-26 by them for use in the Schedule TO, the Form S-4, the Offer Documents and any Other Required Company Filings if and to the extent that it shall be or shall have become false or misleading in any material respect, and the Company shall cause Schedule TO, the Form S-4, the Offer Documents and any Other Required Company Filings as so corrected to be filed with the Commission and, in the case of any corrected Offer Documents, disseminated to holders of the Convertible Notes, in each case, as and to the extent required by applicable federal securities Laws and rules and regulations promulgated thereunder. The Investor and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule TO, the Form S-4, the Offer Documents and the Required Company Filings, and, in each case, any amendment, supplement or exhibit thereto, before they are filed with the Commission and disseminated to holders of Convertible Notes, the Company shall consider in good faith the comments of the Investor in connection therewith and shall not file with the Commission, disseminate to holders or otherwise use the Schedule TO, the Form S-4 or any Offer Documents or Required Company Filings, or, in each case, any amendment, supplement or exhibit thereto, without the prior consent of the Investor (which consent shall not be unreasonably delayed or withheld). In addition, the Company shall provide the Investor and its counsel with any comments that the Company or their counsel may receive from time to time from the Commission or its staff with respect to the Schedule TO, the Form S-4, the Offer Documents and the Other Required Company Filings promptly after the receipt of such comments, consult with the Investor and its counsel prior to responding to any such comments, and consider in good faith the views of the Investor in connection with, any proposed written communication to the Commission and provide the Investor with copies of all such written responses. Each party agrees not to participate, or to permit its Subsidiaries or Affiliates to participate, in any meeting or discussion, either in person or by telephone, with the Commission, in connection with the Offer unless it consults with the other Affiliate party in advance and, to the extent not prohibited by the Commission, gives the other party the opportunity to attend and participate. The Company will use reasonable best efforts to respond to any comments from the Commission as promptly as possible and to have the Form S-4 declared effective as promptly as possible. (iv) The obligation of the Company to issue) any press release or other written public statement, the relevant portion of the text of which has not been previously approved by the Syndication Agent accept for exchange and the Administrative Agent (which such approval shall not be unreasonably withheld or delayed), which makes reference to this Agreement or to some or all of the Lenders in relation to this Agreement unless the public statement is required by applicable law, the City Code or any stock exchange or is in connection with any judicial proceeding concerning this Agreement (in which case the Company shall notify the Syndication Agent and the Administrative Agent and the Lenders as soon as practicable upon becoming aware that the public statement is required) (provided that the Syndication Agent, the Administrative Agent and the Lenders acknowledge that, for Convertible Notes tendered pursuant to the City Code, (X) a summary Offer shall be subject to the satisfaction of the principal Offer Conditions. (v) Subject to (A) the terms of this Agreement will be disclosed in and (B) the satisfaction or, with the prior written consent of the Investor, waiver of all of the Offer Document, and (Y) this Agreement will be available for public inspection while the Offer remains open for acceptance) or (ii) take or permit to be taken any step Conditions as a result of which the cash portion of the offer price stated in the Offer Document is, or may be required to be, increased beyond the level agreed between the Company, the Syndication Agent and the Administrative Agent from time to time. (d) The Company covenants and agrees that, in respect expiration of the Offer, it will comply with if the City Code (subject to any applicable waivers Restructuring is not being effectuated through the confirmation of the Prepackaged Plan in the Prepackaged Plan Proceeding, at the Closing, after the receipt by the PanelCompany of the proceeds of the Investment, the Company shall accept for exchange all Convertible Notes validly tendered and not withdrawn pursuant to the Offer. If the Restructuring is not being effectuated through the confirmation of the Prepackaged Plan in the Prepackaged Plan Proceeding, in accordance with Section 6(i)(ii) and Section 6(m), the Financial Services Act ▇▇▇▇, ▇▇e Companies Act Company shall pay the cash consideration and all other applicable laws relevant to the Offer in all material respects. (e) Unless to do so would be a breach of any other provision of this Section 5.08, issue the Company covenants Common Stock consideration for all Convertible Notes validly tendered and agrees that it will from time to time keep the Syndication Agent and the Administrative Agent informed as to the status and progress of the Offer and, in particular, will from time to time upon request give to the Syndication Agent and the Administrative Agent reasonable details as to the current level of acceptances of the Offer and such other matters relevant not withdrawn pursuant to the Offer as promptly as practicable following the Syndication Agent and acceptance for exchange pursuant to the Administrative Agent may reasonably requestimmediately prior sentence (but in no event later than three (3) Business Days after the expiration of the Offer). (fvi) The Investor shall not be responsible or liable for, any payment, damages or obligation arising from the failure of the Company covenants and agreesto comply with the provisions of this Section 6(d), including, without limitation, any such failure which would result in any event, to give notice to lapse the closing of the Offer in on terms or conditions other than those consented to by the event that 120 days after Announcement Date the Offer has not been declared wholly unconditional as to acceptances, unless the Required Lenders agree in their absolute discretion to extend such periodInvestor. (g) The Company covenants and agrees to procure that, as soon as legally and practically possible after the date the Offer becomes or is declared unconditional in all respects the Target shall be removed from the Official List of the London Stock Exchange Limited and re-registered as a private company.

Offer. (a) Promptly upon Subject to the occurrence terms and conditions of any lapse this Agreement, as promptly as reasonably practicable after the date hereof, but in no event later than five business days after the public announcement of the execution of this Agreement, Parent or withdrawal Merger Sub will commence the Offer. Parent or Merger Sub will conduct the Offer in compliance in all material respects with applicable laws, accept and pay for Shares validly tendered and not withdrawn and consummate the Offer, all on the terms and subject to the conditions thereof, as soon as legally permissible. The initial expiration date of the Offer will be the 20th business day following the Offer. Subject to the conditions set forth in Exhibit 1.1, Parent or Merger Sub, as the case may be, will pay, as promptly as reasonably practicable after the expiration of the Offer for all Shares duly tendered and not withdrawn. Parent expressly reserves the right to waive any such condition, to increase the price per Share payable in the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, that no change may be made, without the consent of the Company, which decreases the price per Share or form of consideration payable in the Offer, reduces the maximum number of Shares to be purchased in the Offer, waives or reduces below a majority of the outstanding Shares on a fully diluted basis (as set forth in Exhibit 1.1) the Minimum Condition, imposes conditions to the Offer other than those set forth in Exhibit 1.1 or extends the Offer. Notwithstanding the foregoing, Parent may, without the consent of the Company, (i) extend the Offer beyond the scheduled expiration date if, at the scheduled expiration date of the Offer, any of the conditions to Parent's obligation to accept for payment, and to pay for, the Shares, shall not be satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation, or interpretation of the Securities and Exchange Commission (the "SEC") or the end staff thereof, applicable to the Offer or (iii) extend the Offer for an aggregate period of not more than 10 business days beyond the latest applicable date that would otherwise be permitted under clause (i) or (ii) of this sentence, if as of such date all of the Certain Funds Period or the date the Offer is declared unconditional as conditions to acceptances or wholly unconditional or finally closed in accordance with the City CodeParent's obligations to accept for payment, and to pay for, the Company will give notice Shares are satisfied or waived, but the number of Shares validly tendered and not withdrawn, or purchased pursuant to the Administrative Agent Stockholder Agreements, pursuant to the Offer, is less than 90% of the outstanding Shares on a fully diluted basis (who shall notify the Lenders) that the same has occurredas set forth in Exhibit 1.1). (b) Promptly upon satisfaction On the date of the condition specified in Section 429 (1) or (2) of Companies Act for giving a notice under that Section in respect of any Shares and the Offer becoming or being declared unconditional in all respects, the Company shall (a) implement the procedures set out in Section 429 et seq. of the Companies Act to acquire any outstanding Shares and (b) use all commercially reasonable endeavors to acquire 100 per cent of the Shares as promptly as practicable. (c) The Company covenants and agrees that without the prior written agreement of the Syndication Agent and the Administrative Agent the Company will not (i) issue or cause to be issued (or permit any other Affiliate of the Company to issue) any press release or other written public statement, the relevant portion of the text of which has not been previously approved by the Syndication Agent and the Administrative Agent (which such approval shall not be unreasonably withheld or delayed), which makes reference to this Agreement or to some or all of the Lenders in relation to this Agreement unless the public statement is required by applicable law, the City Code or any stock exchange or is in connection with any judicial proceeding concerning this Agreement (in which case the Company shall notify the Syndication Agent and the Administrative Agent and the Lenders as soon as practicable upon becoming aware that the public statement is required) (provided that the Syndication Agent, the Administrative Agent and the Lenders acknowledge that, pursuant to the City Code, (X) a summary of the principal terms of this Agreement will be disclosed in the Offer Document, and (Y) this Agreement will be available for public inspection while the Offer remains open for acceptance) or (ii) take or permit to be taken any step as a result of which the cash portion of the offer price stated in the Offer Document is, or may be required to be, increased beyond the level agreed between the Company, the Syndication Agent and the Administrative Agent from time to time. (d) The Company covenants and agrees that, in respect commencement of the Offer, it Parent and Merger Sub will comply file with the City Code SEC, a Tender Offer Statement on Schedule 14D-1 (subject to any applicable waivers by the Panel), the Financial Services Act ▇▇▇▇, ▇▇e Companies Act and all other applicable laws relevant "Schedule 14D-1") with respect to the Offer, which shall contain an offer to purchase, a related letter of transmittal and the other documents used in the Offer (the "Offer Documents"). Parent and Merger Sub agree that the Schedule 14D-1, including the Offer Documents, shall comply in all material respects. (e) Unless to do so would be a breach respects with the requirements of any other provision the Securities Exchange Act of this Section 5.081934, the Company covenants and agrees that it will from time to time keep the Syndication Agent as amended, and the Administrative Agent informed as to the status and progress of the Offer rules and, in particular, will from time to time upon request give to the Syndication Agent and the Administrative Agent reasonable details as to the current level of acceptances of the Offer and such other matters relevant to the Offer as the Syndication Agent and the Administrative Agent may reasonably request. (f) The Company covenants and agrees, in any event, to give notice to lapse the Offer in the event that 120 days after Announcement Date the Offer has not been declared wholly unconditional as to acceptances, unless the Required Lenders agree in their absolute discretion to extend such period. (g) The Company covenants and agrees to procure that, as soon as legally and practically possible after the date the Offer becomes or is declared unconditional in all respects the Target shall be removed from the Official List of the London Stock Exchange Limited and re-registered as a private company.

Offer. If at any time a Member (athe “RFR Transferring Member”) Promptly upon the occurrence of desires to Transfer (including a desire to solicit offers from a third party), directly or indirectly, any lapse or withdrawal of the Offer or RFR Transferring Member’s Membership Interests (other than to a Specified Affiliate in accordance with Section 6.1), then the end RFR Transferring Member must first offer (“Offer”) such portion of the Certain Funds Period RFR Transferring Member’s Membership Interests (“Offered Interests”) the RFR Transferring Member desires to Transfer for sale to the other Members (the “Non-Transferring Members”) pursuant to a written notice (the “Offer Notice”). The Offer shall be at a specified all-cash price (“Offer Price”) and without any representation or warranty other than with respect to the date RFR Transferring Member’s ownership of such Membership Interests and such Membership Interests being free and clear of all liens and other encumbrances, but shall provide for a covenant with respect to historical tax obligations or reimbursements and other customary covenants; provided that no Member may submit an Offer while any offer or Transfer proceeding pursuant to this Section 6.2 is pending. Customary covenants shall not include non-cash consideration for the purchase of Offered Interests. If the Offer is declared unconditional as to acceptances or wholly unconditional or finally closed a result of the RFR Transferring Member receiving any non-solicited bona-fide offer from a third party in accordance with the City Coderespect of such Member’s Membership Interests, the Company will give Offer Notice must also contain: (i) a copy of the third party offer, (ii) the identity of each proposed third party transferee, (iii) the third party offer price, (iv) the number of Membership Interests at issue in the third party offer, (v) the payment terms, (vi) the anticipated closing date and (vii) all other material terms and conditions. The RFR Transferring Member may, by written notice to the Administrative Agent (who shall notify Non-Transferring Members, terminate the Lenders) that the same has occurred. (b) Promptly upon satisfaction of the condition specified in proceedings pursuant to this Section 429 (1) or (2) of Companies Act for giving a notice under that Section in respect of 6.2 at any Shares and the Offer becoming or being declared unconditional in all respects, the Company shall (a) implement the procedures set out in Section 429 et seq. of the Companies Act time prior to acquire any outstanding Shares and (b) use all commercially reasonable endeavors to acquire 100 per cent of the Shares as promptly as practicable. (c) The Company covenants and agrees that without the prior written agreement of the Syndication Agent and the Administrative Agent the Company will not (i) issue or cause to be issued (or permit any other Affiliate of the Company to issue) any press release or other written public statement, the relevant portion of the text of which has not been previously approved election by the Syndication Agent and the Administrative Agent (which such approval shall not be unreasonably withheld or delayed), which makes reference Non-Transferring Members to this Agreement or to some or all of the Lenders in relation to this Agreement unless the public statement is required by applicable law, the City Code or any stock exchange or is in connection with any judicial proceeding concerning this Agreement (in which case the Company shall notify the Syndication Agent and the Administrative Agent and the Lenders as soon as practicable upon becoming aware that the public statement is required) (provided that the Syndication Agent, the Administrative Agent and the Lenders acknowledge that, pursuant to the City Code, (X) a summary of the principal terms of this Agreement will be disclosed in the Offer Document, and (Y) this Agreement will be available for public inspection while the Offer remains open for acceptance) or (ii) take or permit to be taken any step as a result of which the cash portion of the offer price stated in the Offer Document is, or may be required to be, increased beyond the level agreed between the Company, the Syndication Agent and the Administrative Agent from time to timepurchase Offered Interests. (d) The Company covenants and agrees that, in respect of the Offer, it will comply with the City Code (subject to any applicable waivers by the Panel), the Financial Services Act ▇▇▇▇, ▇▇e Companies Act and all other applicable laws relevant to the Offer in all material respects. (e) Unless to do so would be a breach of any other provision of this Section 5.08, the Company covenants and agrees that it will from time to time keep the Syndication Agent and the Administrative Agent informed as to the status and progress of the Offer and, in particular, will from time to time upon request give to the Syndication Agent and the Administrative Agent reasonable details as to the current level of acceptances of the Offer and such other matters relevant to the Offer as the Syndication Agent and the Administrative Agent may reasonably request. (f) The Company covenants and agrees, in any event, to give notice to lapse the Offer in the event that 120 days after Announcement Date the Offer has not been declared wholly unconditional as to acceptances, unless the Required Lenders agree in their absolute discretion to extend such period. (g) The Company covenants and agrees to procure that, as soon as legally and practically possible after the date the Offer becomes or is declared unconditional in all respects the Target shall be removed from the Official List of the London Stock Exchange Limited and re-registered as a private company.

Offer. 2.1 As set out in Clause 1.1 of the Agreement, Microsoft shall issue the Offer to the holders of Navision Shares, at each holder’s election, to either (ai) Promptly upon sell their Navision Shares to Microsoft for cash of DKK 300 per share or (ii) exchange Navision Shares for Microsoft Shares as described in the occurrence Offer Document. 2.2 The obligation of Microsoft to acquire the Navision Shares tendered pursuant to the Offer shall be subject only to the Agreement not having been terminated pursuant to Clause 4 of this Schedule 2 and to the satisfaction or waiver (if permissible under the Agreement and applicable law) of the Minimum Condition and the conditions set forth in Clause 3 of this Schedule 2 (collectively, the “Offer Conditions”). The Minimum Condition is the Offer condition that such number of Navision Shares which in the aggregate represent more than 90% of the Share Capital shall have been validly tendered, not withdrawn, and available for purchase or exchange immediately prior to the Closing Date. Share Capital includes (i) all issued and outstanding Navision Shares, (ii) any Navision Shares to be issued by reason of the exercise on or before the Closing Date of any lapse option or withdrawal warrant to subscribe to Navision Shares, and excludes (iii) all Navision Shares owned by Navision and not tendered. The Offer shall not be amended without the written consent of Navision, except that Microsoft, in each case without the prior written consent of Navision, may (i) increase the consideration to be paid by Microsoft in the Offer, (ii) waive the Offer Conditions, (iii) extend the Offer pursuant to Clause 2.3 below, and (iv) replace the Offer with a new or replacement Offer, as long as the financial terms are at least as favourable as the terms of the initial Offer. If Microsoft waives the Minimum Condition, Microsoft may only do so after 3 July 2002. 2.3 The expiration date of the Offer shall initially be 5 July 2002 (such date, as it may be extended as provided herein, the “Offer Expiration Date”). The Offer may be extended by Microsoft from time to time thereafter until the earliest of (i) the maximum period permitted under Order No. 827 or as otherwise required by the end Order No. 827, (ii) the close of business (Copenhagen Time) on the day on which Microsoft has publicly announced that all of the Certain Funds Period Offer Conditions shall have been satisfied or that they have been duly waived and (iii) such time as the date Agreement is terminated in accordance with Clause 4 of this Schedule. Subject to the terms and conditions of the Offer, at three Business Days following the Offer is declared unconditional Expiration Date, and provided all conditions including the Offer Conditions for the Offer have been fulfilled or waived on such date, Microsoft shall accept for exchange and shall purchase or exchange all Navision Shares validly tendered and not withdrawn and shall effect the purchase or exchange in accordance with applicable law (the earliest date that Microsoft shall accept Navision Shares for purchase/exchange being herein referred to as the “Closing Date”). 2.4 No fractional Microsoft Shares will be issued and such fractional interest shall not entitle the owner thereof to acceptances vote or wholly unconditional or finally closed to any rights as a security holder of Microsoft Shares. In lieu of any such fractional shares, each Navision shareholder otherwise entitled to a fraction of a Microsoft Share will be entitled to receive a cash payment as reasonably calculated by Microsoft representing the value of such fractional Microsoft Share such Navision shareholder would be entitled to if such shareholder had accepted the cash Offer for such Navision Shares entitling to a fractional Microsoft Share. 2.5 The Offer shall be conducted in accordance with Danish and other applicable laws and regulations, and the Offer shall be made by means of the Offer Document prepared in accordance with the City Code, relevant provisions of Danish law. The Offer Document shall be accompanied by the Company will give notice to the Administrative Agent (who shall notify the Lenders) that the same has occurred. (b) Promptly upon satisfaction recommendation of the condition specified in Section 429 (1) or (2) Board of Companies Act for giving a notice under Directors of Navision that Section in respect holders of any Navision Shares and the Offer becoming or being declared unconditional in all respects, the Company shall (a) implement the procedures set out in Section 429 et seq. of the Companies Act to acquire any outstanding Shares and (b) use all commercially reasonable endeavors to acquire 100 per cent of the Shares as promptly as practicable. (c) The Company covenants and agrees that without the prior written agreement of the Syndication Agent and the Administrative Agent the Company will not (i) issue or cause to be issued (or permit any other Affiliate of the Company to issue) any press release or other written public statement, the relevant portion of the text of which has not been previously approved by the Syndication Agent and the Administrative Agent (which such approval shall not be unreasonably withheld or delayed), which makes reference to this Agreement or to some or all of the Lenders in relation to this Agreement unless the public statement is required by applicable law, the City Code or any stock exchange or is in connection with any judicial proceeding concerning this Agreement (in which case the Company shall notify the Syndication Agent and the Administrative Agent and the Lenders as soon as practicable upon becoming aware that the public statement is required) (provided that the Syndication Agent, the Administrative Agent and the Lenders acknowledge that, pursuant to the City Code, (X) a summary of the principal terms of this Agreement will be disclosed in the Offer Document, and (Y) this Agreement will be available for public inspection while the Offer remains open for acceptance) or (ii) take or permit to be taken any step as a result of which the cash portion of the offer price stated in the Offer Document is, or may be required to be, increased beyond the level agreed between the Company, the Syndication Agent and the Administrative Agent from time to time. (d) The Company covenants and agrees that, in respect of the Offer, it will comply with the City Code (subject to any applicable waivers by the Panel), the Financial Services Act ▇▇▇▇, ▇▇e Companies Act and all other applicable laws relevant to the Offer in all material respects. (e) Unless to do so would be a breach of any other provision of this Section 5.08, the Company covenants and agrees that it will from time to time keep the Syndication Agent and the Administrative Agent informed as to the status and progress of the Offer and, in particular, will from time to time upon request give to the Syndication Agent and the Administrative Agent reasonable details as to the current level of acceptances of accept the Offer and such other matters relevant to tender their Navision Shares into the Offer as the Syndication Agent and the Administrative Agent may reasonably requestOffer. (f) The Company covenants and agrees, in any event, to give notice to lapse the Offer in the event that 120 days after Announcement Date the Offer has not been declared wholly unconditional as to acceptances, unless the Required Lenders agree in their absolute discretion to extend such period. (g) The Company covenants and agrees to procure that, as soon as legally and practically possible after the date the Offer becomes or is declared unconditional in all respects the Target shall be removed from the Official List of the London Stock Exchange Limited and re-registered as a private company.

Offer. From Closing until the earlier of (ax) Promptly the five-year anniversary of the Issue Date and (y) the date on which the Holders no longer beneficially owns 50% or more of the number of ▇▇▇▇▇ Warrants issued on the Issue Date (or the respective Warrant Shares issued in connection with the exercise of the ▇▇▇▇▇ Warrants), the Company shall not issue any Common Securities to any Person, unless the Company offers the right (the “Participation Right”) to each Holder to purchase its Participation Amount (as defined below) of such Common Securities at the same price per security (payable in cash) and otherwise upon the occurrence of any lapse or withdrawal of the Offer or the end of the Certain Funds Period or the date the Offer is declared unconditional same terms and conditions as those offered to acceptances or wholly unconditional or finally closed such Person in accordance with the City Codeprocedures set forth in this Section 6.1; provided that Participation Rights shall not be applicable to the issuance of Common Securities: (i) issued as consideration pursuant to bona fide acquisitions of securities or material assets or business of another Person, including any Subsidiary, division or business line thereof (in each case, other than any Affiliates of the Company), by the Company or any of its Subsidiaries, (ii) issued to directors, officers, employees or consultants pursuant to any Approved Stock Plan, (iii) pursuant to a stock split, stock dividend or similar transaction in which all holders of Common Stock (or Common Securities convertible for shares of Common Stock) are treated equally on a pro rata basis, and (iv) pursuant to the payment of paid in kind interest on convertible indebtedness incurred by the Company or any of its Subsidiaries, (v) pursuant to the conversion, exchange or exercise of a Common Security that is either (A) outstanding on the Issue Date in accordance with the terms in effect on the Issue Date, including the Warrants, or (B) outstanding after the Issue Date as long as, in the case of clause (B), the Company will give notice Holders have had an opportunity to exercise their Participation Rights with respect to the Administrative Agent underlying Common Security or such Common Security was issued pursuant to clause (who shall notify the Lenders) that the same has occurred. i), (b) Promptly upon satisfaction of the condition specified in Section 429 (1ii) or (2iv) of Companies Act for giving a notice this sentence and (vi) pursuant to an offering of the type described in clause (i) of the definition of “Public Sale” of Common Securities. In connection with any Public Sale of Common Securities by the Company during any period when the Holders are entitled to Participation Rights under that this Section in respect of any Shares and the Offer becoming or being declared unconditional in all respects6.1, the Company shall (a) implement the procedures set out use its reasonable best efforts to facilitate such Holders’ participation in Section 429 et seq. of the Companies Act to acquire any outstanding Shares and (b) use all commercially reasonable endeavors to acquire 100 per cent of the Shares as promptly as practicable. (c) The Company covenants and agrees that without the prior written agreement of the Syndication Agent and the Administrative Agent the Company will not (i) issue or cause to be issued (or permit any other Affiliate of the Company to issue) any press release or other written public statement, the relevant portion of the text of which has not been previously approved by the Syndication Agent and the Administrative Agent (which such approval shall not be unreasonably withheld or delayed), which makes reference to this Agreement or to some or all of the Lenders in relation to this Agreement unless the public statement is required by applicable law, the City Code or any stock exchange or is in connection with any judicial proceeding concerning this Agreement (in which case the Company shall notify the Syndication Agent and the Administrative Agent and the Lenders as soon as practicable upon becoming aware that the public statement is required) (provided that the Syndication Agent, the Administrative Agent and the Lenders acknowledge that, pursuant Public Sale to the City Code, extent such Holders would have had Participation Rights in such Public Sale but for the provision of clause (Xvi) a summary of the principal terms of this Agreement will be disclosed in the Offer Document, and (Y) this Agreement will be available for public inspection while the Offer remains open for acceptance) or (ii) take or permit to be taken any step as a result of which the cash portion of the offer price stated in the Offer Document is, or may be required to be, increased beyond the level agreed between the Company, the Syndication Agent and the Administrative Agent from time to timepreceding sentence. (d) The Company covenants and agrees that, in respect of the Offer, it will comply with the City Code (subject to any applicable waivers by the Panel), the Financial Services Act ▇▇▇▇, ▇▇e Companies Act and all other applicable laws relevant to the Offer in all material respects. (e) Unless to do so would be a breach of any other provision of this Section 5.08, the Company covenants and agrees that it will from time to time keep the Syndication Agent and the Administrative Agent informed as to the status and progress of the Offer and, in particular, will from time to time upon request give to the Syndication Agent and the Administrative Agent reasonable details as to the current level of acceptances of the Offer and such other matters relevant to the Offer as the Syndication Agent and the Administrative Agent may reasonably request. (f) The Company covenants and agrees, in any event, to give notice to lapse the Offer in the event that 120 days after Announcement Date the Offer has not been declared wholly unconditional as to acceptances, unless the Required Lenders agree in their absolute discretion to extend such period. (g) The Company covenants and agrees to procure that, as soon as legally and practically possible after the date the Offer becomes or is declared unconditional in all respects the Target shall be removed from the Official List of the London Stock Exchange Limited and re-registered as a private company.

Offer. (a) Promptly upon the occurrence of any lapse or withdrawal of the Offer or the end of the Certain Funds Period or the date the Offer is declared unconditional as to acceptances or wholly unconditional or finally closed Provided that this Agreement shall not have been terminated in accordance with Section 8.1 hereof and none of the City Codeevents set forth in paragraphs (a) through (g) of Annex A hereto shall have occurred or be existing (and shall not have been waived by the Purchaser), the Company will give notice Purchaser shall commence the Offer as promptly as reasonably practicable after the date hereof by issuing the Offer documents, substantially in the forms attached hereto as Exhibit A (the “Offer Documents”), to the Administrative Agent (who shall notify the Lenders) that the same has occurredCompany’s shareholders. (b) Promptly upon satisfaction The Offer Documents shall be posted by the Company on behalf of the condition specified in Section 429 Purchaser to the Company’s shareholders within five (15) or (2) of Companies Act for giving a notice under that Section in respect of any Shares and the Offer becoming or being declared unconditional in all respects, the Company shall (a) implement the procedures set out in Section 429 et seq. business days of the Companies Act to acquire any outstanding Shares and (b) use all commercially reasonable endeavors to acquire 100 per cent date of the Shares as promptly as practicablethis Agreement. (c) The Offer shall be made on the basis of 175.14 shares of ICE Common Stock (as defined in Section 4.2) in exchange for each one (1) share of Company covenants Capital Stock and agrees that without options to purchase 175.14 shares of ICE Common Stock (“ICE Options”) for each OHG Option to purchase one (1) share of OHG Common Stock. The ICE Options shall be issued on the prior written agreement of terms and conditions stated in the Syndication Agent proposed share option contract delivered with the Offer Documents, and the Administrative Agent exercise price shall be adjusted using the Company will not following calculation: (i) issue or cause to be issued (or permit any other Affiliate of the Company to issue) any press release or other written public statement, the relevant portion of the text of which has not been previously approved stated OHG Option exercise price divided by the Syndication Agent and the Administrative Agent (which such approval shall not be unreasonably withheld or delayed), which makes reference to this Agreement or to some or all of the Lenders in relation to this Agreement unless the public statement is required by applicable law, the City Code or any stock exchange or is in connection with any judicial proceeding concerning this Agreement (in which case the Company shall notify the Syndication Agent and the Administrative Agent and the Lenders as soon as practicable upon becoming aware that the public statement is required) (provided that the Syndication Agent, the Administrative Agent and the Lenders acknowledge that, pursuant to the City Code, (X) a summary of the principal terms of this Agreement will be disclosed in the Offer Document, and (Y) this Agreement will be available for public inspection while the Offer remains open for acceptance) or (ii) take or permit to be taken any step as a result 175.14. By way of which example, if the cash portion of the offer OHG Option exercise price stated in the Offer Document is, or may be required to be, increased beyond the level agreed between the Companyis $0.55, the Syndication Agent and the Administrative Agent from time to timenew exercise price will be 0.55/175.14, which equals $0.00314. (d) The Company covenants and agrees that, in respect of the Offer, it will comply with the City Code (subject to any applicable waivers by the Panel), the Financial Services Act ▇▇▇▇, ▇▇e Companies Act and all other applicable laws relevant Offer shall remain open to the Company’s shareholders and option holders to accept for a minimum of 21 days from the date that the Offer in all material respectsDocuments are posted to the Company’s shareholders and option holders. (e) Unless The obligation of the Purchaser to do so would be a breach accept for payment and pay for shares of any other provision of this Section 5.08, the Company covenants Capital Stock and agrees that it will from time to time keep the Syndication Agent and the Administrative Agent informed as OHG Options tendered pursuant to the status Offer shall be subject to the satisfaction of the condition that there be validly tendered and progress not withdrawn prior to the expiration of the Offer and, in particular, will from time to time upon request give that number of shares of OHG Common Stock that represents at least 75% of the then outstanding shares of OHG Common Stock on a fully diluted basis (the “Minimum Condition”) and to the Syndication Agent and satisfaction or waiver by the Administrative Agent reasonable details as to the current level of acceptances Purchaser of the Offer and such other matters relevant to the Offer as the Syndication Agent and the Administrative Agent may reasonably requestconditions set forth in Annex A hereto. (f) The Company covenants and agrees, If the Purchaser receives valid acceptances of the Company’s shareholders holding at least 90% of the Company’s Capital Stock then it shall exercise its right in any event, accordance with sections 974 to give notice to lapse 991 of the Offer Companies ▇▇▇ ▇▇▇▇ (enacted in the event that 120 days after Announcement Date United Kingdom) to compulsorily acquire the Offer has not been declared wholly unconditional remaining 10% of the Company’s Capital Stock on the same terms as to acceptances, unless the Required Lenders agree in their absolute discretion to extend such periodOffer. (g) The Company covenants agrees that no shares of the Company’s Capital Stock held by the Company or any of its Subsidiaries (as defined in Section 9.11 hereof) will be tendered to the Purchaser pursuant to the Offer. (h) The Purchaser expressly reserves the right to waive any of such conditions (other than the Minimum Condition), to increase the price per share of Company Capital Stock payable in the Offer, to change the terms of the Option Exchange and agrees to procure thatmake any other changes in the terms of the Offer; provided, however, that any such change is communicated to the Company’s shareholders and option holders, that no change may be made without the prior written consent of the Company that decreases the price per share of the Company Capital Stock payable in the Offer, reduces the maximum number of shares of the Company Capital Stock to be purchased in the Offer, changes the form of consideration to be paid in the Offer, modifies or amends any of the conditions set forth in Annex A hereto, imposes conditions to the Offer in addition to the conditions set forth in Annex A hereto, waives the Minimum Condition or makes other changes in the terms and conditions of the Offer that are in any manner adverse to the holders of shares of the Company Capital Stock or holders of OHG Options, requires the consent of the Lenders, or except as provided below, extends the Offer. (i) Subject to the terms of the Offer and this Agreement and the satisfaction or earlier waiver of all the conditions of the Offer set forth in Annex A hereto as of any expiration date of the Offer, the Purchaser shall accept for payment and pay for all shares of Company Capital Stock and OHG Options validly tendered and not withdrawn pursuant to the Offer as soon as legally and practically possible after it is permitted to do so under applicable law. (j) Notwithstanding the foregoing, the Purchaser may, without the consent of the Company, extend the Offer beyond the scheduled expiration date, that shall be 12:00 noon eastern time on the twenty-first (21st) business day following the date of commencement of the Offer, if, at the scheduled expiration of the Offer, any of the conditions to the Purchaser’s obligation to accept for payment and to pay for the shares of Company Capital Stock shall not be satisfied or, to the extent permitted by this Agreement, waived. (k) Any extension of the Offer becomes or is declared unconditional in all respects pursuant to the Target preceding sentence of this Section 1.1 shall be removed from communicated to the Official List Company’s shareholders and shall not exceed the lesser of ten business days or such fewer number of days that the Purchaser reasonably believes are necessary to cause the conditions of the London Stock Exchange Limited and re-registered as a private companyOffer set forth in Annex A hereto to be satisfied; provided further, however, that if all of the conditions set forth in Annex A are satisfied at the end of the initial Offer period, except the Minimum Condition, the Purchaser shall extend the Offer for at least three business days.

Offer. (a) Promptly upon the occurrence of any lapse or withdrawal of the Offer or the end of the Certain Funds Period or the date the Offer is declared unconditional as to acceptances or wholly unconditional or finally closed in accordance with the City Code, the Company Borrower will give notice to the Administrative Agent (who shall notify the Lenders) that the same has occurred. (b) Promptly upon satisfaction of the condition specified in Section 429 (1) or (2) of the Companies Act for giving a notice under that Section in respect of any Shares and the Offer becoming or being declared unconditional in all respects, the Company Borrower shall if it is entitled to do so cause Newco to (a) implement the procedures set out in Section 429 et seq. of the Companies Act to acquire any outstanding Shares and (b) use all commercially reasonable endeavors to acquire 100 per cent of the Shares as promptly as practicable. (c) The Company covenants Borrower and agrees Newco covenant and agree that without the prior written agreement of the Syndication Agent and the Administrative Agent (which agreement shall, in the Company case of (i) below, not be unreasonably withheld or delayed and in the case of (ii) below be on the instructions of the Required Lenders) neither the Borrower nor Newco will not (i) issue or cause to be issued (or permit any other Affiliate of the Company Borrower to issue) any press release or other written public statement, the relevant portion of the text of which has not been previously approved by the Syndication Agent and the Administrative Agent (which such approval shall not be unreasonably withheld or delayed), which makes reference to this Agreement or to some or all of the Lenders in relation to this Agreement unless the public statement is required by applicable law, governmental authority, the City Code or any stock exchange or is in connection with any judicial proceeding concerning this Agreement (in which case the Company Borrower shall notify the Syndication Agent and the Administrative Agent and the Lenders as soon as practicable upon becoming aware that the public statement is required) (provided that the Syndication Agent, the Administrative Agent and the Lenders acknowledge that, pursuant to the City Code, (X) a summary of the principal terms of this Agreement will be disclosed in the Offer Document, and (Y) this Agreement will be available for public inspection while the Offer remains open for acceptanceacceptance and that a copy of this Agreement and any amendments thereto and summary descriptions thereof may be filed with the Securities and Exchange Commission) or (ii) take or permit to be taken any step as a result of which the cash portion of the offer price stated in the Offer Document is, or may be required to be, increased beyond the level agreed between the Company, the Syndication Agent and set out in a letter of even date herewith from the Administrative Agent from time to time.the Borrower; or (d) The Company Each of the Borrower and Newco covenants and agrees that, in respect of the Offer, it will comply with the City Code (subject to any applicable waivers by the Panel), the Financial Services Act ▇▇▇ ▇▇▇▇, ▇▇e the Companies Act and all other applicable laws relevant to the Offer in all material respectslaws. (e) Unless to do so would be a breach of any other provision of this Section 5.085.10, the Company Newco covenants and agrees that it will from time to time keep the Syndication Agent and the Administrative Agent informed as to the status and progress of the Offer and, in particular, will from time to time upon and promptly on request give to the Syndication Agent and the Administrative Agent reasonable details as to the current level of acceptances of the Offer (including a copy of every certificate concerning the number of acceptances delivered by the receiving banker in respect of the Offer to Newco, the Borrower, or their respective advisers pursuant to the City Code) and such other matters relevant to the Offer as the Syndication Agent and the Administrative Agent may reasonably request. (f) The Company Newco covenants and agrees, in any event, to give notice to lapse the Offer in the event that 120 days after Announcement Date the Offer has not been declared wholly unconditional as to acceptances, unless the Required Lenders agree in their absolute discretion to extend such period. (g) The Company Newco covenants and agrees to procure that, as soon as legally and practically possible after the date the Offer becomes or is declared unconditional in all respects the Target shall be removed from the Official List of the London Stock Exchange Limited and re-registered as a private company.

Offer. (a) Promptly upon the occurrence of any lapse or withdrawal 5.1 Each Underwriter hereby, severally and not jointly, confirms to each of the Offer or Company, the end Selling Shareholders and to the other Underwriters that, subject to Sections 2.2 and 5.2, to the extent of the Certain Funds Period or valid Bids procured by it (and, with respect to DAM Capital, to the date extent of the valid Bids procured by ▇▇▇▇▇▇▇▇▇ and, with respect to JM, to the extent of the valid Bids procured by JM Financial Services and, with respect to SSL, to the extent of the valid Bids procured by SBICAP Securities and Investec) in its capacity as an Underwriter (including Bids procured by its respective Sub-syndicate Members) in the Offer is declared unconditional as in relation to acceptances or wholly unconditional or finally closed which Equity Shares have been allocated in accordance with the City Codeterms of this Agreement and the Offer Documents, each such Underwriter shall only be responsible for ensuring completion of the subscription or purchase in respect of such Bids and not for Bids procured by other Underwriters (or Bids procured by the respective Sub-syndicate members of such Underwriters) in the manner set forth in this Section 5, provided that in accordance with Regulation 40(2) of the ICDR Regulations, any Bids by QIBs in the QIB Portion will not be underwritten. The Company and the Selling Shareholders hereby severally and not jointly confirm to the Underwriters that the Equity Shares offered through the Offer shall be allocated to successful Bidders including the successful Bidders procured by the Underwriters in terms of the Red ▇▇▇▇▇▇▇ Prospectus, the Company Prospectus, the Preliminary Offering Memorandum, the Offering Memorandum and Applicable Law. It is clarified that the Underwriters have not and will give notice not be deemed to have procured Bids by Anchor Investors procured by the BRLMs, or those ASBA Bids which have been procured by the SCSBs themselves or by the Registered Brokers, Collecting Depository Participants and RTAs and will not be responsible for withdrawal or incompleteness of any ASBA Bid arising due to the Administrative Agent (who shall notify negligence, misconduct, fraud or default by the Lenders) that SCSBs or the same has occurredSponsor Bank. 5.2 Each Underwriter (bin respect of Bidders who have submitted their Bids to such Underwriter directly) Promptly upon satisfaction severally and not jointly agrees that, subject to Section 2.2, in the event a Syndicate ASBA Bidder submitting its Bid to an Underwriter (including Bids submitted to the respective Sub-syndicate members), who is allocated Equity Shares in the Offer, defaults in its payment obligations in respect of the condition specified Offer after the Bid/Closing Date (excluding defaults due to negligence, misconduct or default by the SCSBs) through any default in Section 429 (1) or (2) blocking of Companies Act for giving a notice under that Section funds solely and directly due to insufficiency of funds in the relevant ASBA Account, such Equity Shares shall first be allocated to other Bidders in respect of any Shares excess subscription in the same category as in which the default occurs or in any other category in which there is any excess subscription in accordance with the ICDR Regulations and the Offer becoming or being declared unconditional in all respectsPreliminary Offering Memorandum, the Company shall (a) implement the procedures set out in Section 429 et seq. of the Companies Act and only if such Equity Shares cannot be allocated to acquire any outstanding Shares and (b) use all commercially reasonable endeavors to acquire 100 per cent of the Shares as promptly as practicable. (c) The Company covenants and agrees that without the prior written agreement of the Syndication Agent and the Administrative Agent the Company will not (i) issue or cause to be issued (or permit any other Affiliate of the Company to issue) any press release Bidders or if such other written public statement, the relevant portion of the text of which has not been previously approved by the Syndication Agent and the Administrative Agent (which such approval shall not be unreasonably withheld or delayed), which makes reference to this Agreement or to some or all of the Lenders in relation to this Agreement unless the public statement is required by applicable law, the City Code or any stock exchange or is in connection with any judicial proceeding concerning this Agreement (in which case the Company shall notify the Syndication Agent and the Administrative Agent and the Lenders as soon as practicable upon becoming aware that the public statement is required) (provided that the Syndication Agent, the Administrative Agent and the Lenders acknowledge that, pursuant to the City Code, (X) a summary of the principal terms of this Agreement will be disclosed Bidders also default in the Offer Document, and (Y) this Agreement will be available for public inspection while the Offer remains open for acceptance) or (ii) take or permit to be taken any step as a result performance of which the cash portion of the offer price stated in the Offer Document is, or may be required to be, increased beyond the level agreed between the Company, the Syndication Agent and the Administrative Agent from time to time. (d) The Company covenants and agrees that, their payment obligations in respect of the Offer, it will comply with the City Code Underwriter that procured the Bid from the Syndicate ASBA Bidder that first defaulted in the performance of its obligations and whose identification mark is reflected on the ASBA Form of such Syndicate ASBA Bidder (including Bids procured from the Syndicate ASBA Bidder by such Underwriter’s Sub-syndicate Members) shall make a payment, or cause payment of, the Offer Price in respect of such Equity Shares to the Escrow Account as soon as reasonably practicable upon receipt of the notice referenced in Section 6 but prior to finalization of Basis of Allotment by the Designated Stock Exchange and such Equity Shares shall be Allotted to the relevant Underwriter or to the purchaser procured by it. For the avoidance of doubt, the Underwriters shall not be liable under the terms of this Agreement for any default in 5.3 The Parties agree that, subject to any applicable waivers by the Panel), the Financial Services Act ▇▇▇▇, ▇▇e Companies Act and all other applicable laws relevant to the Offer in all material respects. (e) Unless to do so would be a breach of any other provision provisions of this Agreement, including Section 5.085.2, the Company covenants and agrees that it will from time to time keep the Syndication Agent and the Administrative Agent informed as to the status and progress of the Offer and, in particular, will from time to time upon request give to the Syndication Agent and the Administrative Agent reasonable details as to the current level of acceptances of the Offer and such other matters relevant to the Offer as the Syndication Agent and the Administrative Agent may reasonably request. (f) The Company covenants and agrees, in any event, to give notice to lapse the Offer in the event that 120 days after Announcement Date (i) Sharekhan fails to discharge its underwriting obligations under Section 5.2, the Offer has not been declared wholly unconditional as to acceptances, unless the Required Lenders agree in their absolute discretion to extend such period. (g) The Company covenants and agrees to procure that, as soon as legally and practically possible after the date the Offer becomes or is declared unconditional in all respects the Target underwriting obligations of Sharekhan under Section 5.2 shall be removed from the Official List of the London Stock Exchange Limited and re-registered as a private company.discharged by DAM Capital;