Common use of Refunds Clause in Contracts

Refunds. (a) All payments made by the BUYER prior to delivery of the VESSEL shall be in the nature of advance to the SELLER, and in the event this CONTRACT is justifiably cancelled or rescinded by the BUYER, all in accordance with the specific terms of this CONTRACT permitting such cancellation or rescission, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already received by the SELLER from the BUYER under this CONTRACT, together with interest (at the rate set out in respective provision thereof) from the date of receipt by the SELLER of the respective instalment(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYER. (b) The BUYER’s obligation for payment of the 1st, 2nd, 3rd and 4th instalments shall be subject to the SELLER providing the BUYER with the following Refund Guarantee securing the repayment obligation of the SELLER under this CONTRACT. As security to the BUYER, the SELLER shall deliver to the BUYER, within sixty (60) Banking Days following the execution of this CONTRACT, a refund guarantee (securing refund of the 1st, 2nd, 3rd and 4th Instalments of the Contract Price) (the “Refund Guarantee”) to be issued by a first class Chinese bank acceptable to the BUYER (hereinafter called the “Refund Guarantor”) in the form as per Exhibit “A” annexed hereto. The Refund Guarantee shall become effective upon the SELLER’s receipt of the 1st Instalment from the BUYER. If the VESSEL has not been delivered and accepted in accordance with the terms of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”), the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension of the Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”). If the VESSEL is not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before such Extended Expiry Date, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER shall be entitled to at its option to cancel the CONTRACT. (c) However, in the event of any dispute between the SELLER and the BUYER with regard to the SELLER’s obligation to repay the instalment or instalments paid by the BUYER and to the BUYER’s right to demand payment from the Refund Guarantor under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII hereof, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award between the SELLER and the BUYER is published. The Refund Guarantor shall not be obligated to make any payment under the Refund Guarantee unless the Final Award orders the SELLER to make repayment. If the SELLER fails to honour the Final Award, then the Refund Guarantor shall refund to the extent the Final Award orders. (d) Expenses and bank charges for receiving and/or cancelling the Refund Guarantee charged by the BUYER’s bank shall be for the BUYER’s account; and the expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank shall be for the SELLER’s account.

Refunds. (a) All payments made If the Senior Facility Agent, Swing Line Lender, any Senior Issuing Bank or any Senior Lender determines, in its sole and absolute discretion, that it has received a refund of any Taxes as to which it has been indemnified by the BUYER prior Borrower or with respect to delivery which the Borrower has paid additional amounts pursuant to this Section 5.06, it shall pay to the Borrower an amount equal to such refund, net of all out-of-pocket expenses (including Taxes) incurred by the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender, as the case may be, and without interest (other than interest paid by the relevant Government Authority with respect to such refund), provided that, (i) the Borrower, upon the request of the VESSEL Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender (as the case may be), shall be in repay the nature of advance amount paid over to the SELLERBorrower (plus any penalties, and interest or other charges imposed by the relevant Government Authority) to the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender in the event this CONTRACT is justifiably cancelled or rescinded by the BUYER, all in accordance with the specific terms of this CONTRACT permitting such cancellation or rescissionSenior Facility Agent, the SELLER shall Swing Line Lender, such Senior Issuing Bank or such Senior Lender is required to repay such refund to such Government Authority, and (ii) in no event will such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender be required to pay any amount to the BUYER Borrower pursuant to this Section 5.06(h), the payment of which would place such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender in United States Dollars a less favorable net after-Tax position than such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender would have been in if the full amount of all sums already received by Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the SELLER from indemnification payments or additional amounts with respect to such Tax had never been paid. This subsection shall not be construed to require the BUYER under this CONTRACTSenior Facility Agent, together with interest Swing Line Lender, any Senior Issuing Bank or any Senior Lender to make available its Tax returns (at the rate set out in respective provision thereof) from the date of receipt by the SELLER of the respective instalment(sor any other information relating to its Taxes that it deems confidential) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYERBorrower or any other Person. (b) The BUYER’s obligation for payment of the 1st, 2nd, 3rd and 4th instalments shall be subject to the SELLER providing the BUYER with the following Refund Guarantee securing the repayment obligation of the SELLER under this CONTRACT. As security to the BUYER, the SELLER shall deliver to the BUYER, within sixty (60) Banking Days following the execution of this CONTRACT, a refund guarantee (securing refund of the 1st, 2nd, 3rd and 4th Instalments of the Contract Price) (the “Refund Guarantee”) to be issued by a first class Chinese bank acceptable to the BUYER (hereinafter called the “Refund Guarantor”) in the form as per Exhibit “A” annexed hereto. The Refund Guarantee shall become effective upon the SELLER’s receipt of the 1st Instalment from the BUYER. If the VESSEL has not been delivered and accepted in accordance with the terms of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”), the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension of the Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”). If the VESSEL is not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before such Extended Expiry Date, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER shall be entitled to at its option to cancel the CONTRACT. (c) However, in the event of any dispute between the SELLER and the BUYER with regard to the SELLER’s obligation to repay the instalment or instalments paid by the BUYER and to the BUYER’s right to demand payment from the Refund Guarantor under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII hereof, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award between the SELLER and the BUYER is published. The Refund Guarantor shall not be obligated to make any payment under the Refund Guarantee unless the Final Award orders the SELLER to make repayment. If the SELLER fails to honour the Final Award, then the Refund Guarantor shall refund to the extent the Final Award orders. (d) Expenses and bank charges for receiving and/or cancelling the Refund Guarantee charged by the BUYER’s bank shall be for the BUYER’s account; and the expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank shall be for the SELLER’s account.

Refunds. If any Indemnitee shall receive a refund or credit (aor would have received such refund or credit but for a counterclaim or other claim not indemnified by Lessee hereunder (a "deemed refund or credit")) All payments made with respect to all or any part of any Taxes paid, reimbursed or advanced by Lessee, in each case, whether by means of a deduction, credit, refund or otherwise, and which was not taken into account in computing such payment or indemnity, such Indemnitee shall pay to Lessee within 30 days of such receipt or, in the BUYER prior to delivery case of a deemed refund or credit, within 30 days of the VESSEL shall be in the nature resolution of advance such contest, an amount equal to the SELLER, and in lesser of (A) the event this CONTRACT is justifiably cancelled or rescinded by the BUYER, all in accordance with the specific terms of this CONTRACT permitting such cancellation or rescission, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already received by the SELLER from the BUYER under this CONTRACT, together with interest (at the rate set out in respective provision thereof) from the date of receipt by the SELLER of the respective instalment(s) to the date of remittance by telegraphic transfer of such refund or credit or deemed refund or credit actually realized by such Indemnitee, plus any additional tax savings actually realized by such Indemnitee as a result of any payment made pursuant to the account specified by the BUYER. this sentence (b) The BUYER’s obligation for payment of the 1st, 2nd, 3rd and 4th instalments shall be subject to the SELLER providing the BUYER with the following Refund Guarantee securing the repayment obligation of the SELLER under this CONTRACT. As security to the BUYER, the SELLER shall deliver to the BUYER, within sixty including clause (60) Banking Days following the execution of this CONTRACT, a refund guarantee (securing refund of the 1st, 2nd, 3rd and 4th Instalments of the Contract Price) (the “Refund Guarantee”) to be issued by a first class Chinese bank acceptable to the BUYER (hereinafter called the “Refund Guarantor”) in the form as per Exhibit “A” annexed hereto. The Refund Guarantee shall become effective upon the SELLER’s receipt of the 1st Instalment from the BUYER. If the VESSEL has not been delivered and accepted in accordance with the terms of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”), the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension of the Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”). If the VESSEL is not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before such Extended Expiry Date, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for the same period (i.e. 60 days), and (B) such tax payment, reimbursement or advance by Lessee to repeat such extension(sIndemnitee theretofore made pursuant to this Section 6(b) and the excess, if neededany, of the amount described in clause (A) over the amount described in clause (B) shall be carried forward and applied to reduce pro tanto any subsequent obligations of Lessee to make payments to such Indemnitee pursuant to this Section 6(b)). If the SELLER does not procure the foregoing extension(sIf, in addition to such refund or credit (or deemed refund or credit), such Indemnitee shall receive or be credited with (or would have received but for a counterclaim or other claim not indemnified by Lessee hereunder) an amount representing interest on the BUYER amount of such refund or credit or deemed refund or credit, as the case may be, such Indemnitee shall be entitled pay to at its option to cancel the CONTRACT. (c) HoweverLessee within 30 days of such receipt or, in the event case of a deemed refund or credit, within 30 days of the resolution or such contest, that portion of such interest that shall be fairly attributable to Taxes paid, reimbursed or advanced by Lessee prior to the receipt of such refund or credit or deemed refund or credit. Each Indemnitee agrees to reasonably cooperate with Lessee in claiming and pursuing any such refunds or credits of any dispute between the SELLER and the BUYER with regard Taxes payable or indemnifiable pursuant to the SELLER’s obligation to repay the instalment or instalments paid by the BUYER and to the BUYER’s right to demand payment from the Refund Guarantor under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII hereof, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award between the SELLER and the BUYER is published. The Refund Guarantor shall not be obligated to make any payment under the Refund Guarantee unless the Final Award orders the SELLER to make repayment. If the SELLER fails to honour the Final Award, then the Refund Guarantor shall refund to the extent the Final Award ordersthis Section 6(b). (d) Expenses and bank charges for receiving and/or cancelling the Refund Guarantee charged by the BUYER’s bank shall be for the BUYER’s account; and the expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank shall be for the SELLER’s account.

Refunds. If a Lender or the Administrative Agent (aas the case may be) All payments made shall become aware that it is entitled to claim a refund (or a refund in the form of a credit) (each, a "Refund") from a Governmental Authority (as a result of any error in the amount of Taxes or Other Taxes paid to such Governmental Authority or otherwise) of Taxes or Other Taxes which the Borrower has paid, or with respect to which the Borrower has paid additional amounts, pursuant to this Section 4.4, it shall promptly notify the Borrower of the availability of such Refund and shall, within 30 days after receipt of written notice by the BUYER prior Borrower, make a claim to delivery such Governmental Authority for such Refund at the Borrower's expense if, in the judgment of such Lender or the VESSEL Administrative Agent (as the case may be), the making of such claim will not be otherwise disadvantageous to it; provided that nothing in this subsection (c) shall be construed to require any Lender or the Administrative Agent to institute any administrative proceeding (other than the filing of a claim for any such Refund) or judicial proceeding to obtain such Refund. If a Lender or the Administrative Agent (as the case may be) receives a Refund from a Governmental Authority (as a result of any error in the nature amount of advance Taxes or Other Taxes paid to such Governmental Authority or otherwise) of any Taxes or Other Taxes which have been paid by the Borrower, or with respect to which the Borrower has paid additional amounts pursuant to this Section 4.4, it shall promptly pay to the SELLERBorrower the amount so received (but only to the extent of payments made, or additional amounts paid, by the Borrower under this Section 4.4 with respect to Taxes or Other Taxes giving rise to such Refund), net of all reasonable out-of-pocket expenses (including the net amount of taxes, if any, imposed on such Lender or the Administrative Agent with respect to such Refund) of such Lender or Administrative Agent, and without interest (other than interest paid by the relevant Governmental Authority with respect to such Refund); provided, however, that the Borrower, upon the request of Lender or the Administrative Agent, agrees to repay the amount paid over to the Borrower (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such Refund to such Governmental Authority. Nothing contained in this CONTRACT is justifiably cancelled Section 4.4(c) shall require any Lender or rescinded by the BUYER, all in accordance with the specific terms Administrative Agent to make available any of this CONTRACT permitting such cancellation its tax returns (or rescission, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already received by the SELLER from the BUYER under this CONTRACT, together with interest (at the rate set out in respective provision thereof) from the date of receipt by the SELLER of the respective instalment(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYER. (b) The BUYER’s obligation for payment of the 1st, 2nd, 3rd and 4th instalments shall be subject to the SELLER providing the BUYER with the following Refund Guarantee securing the repayment obligation of the SELLER under this CONTRACT. As security to the BUYER, the SELLER shall deliver to the BUYER, within sixty (60) Banking Days following the execution of this CONTRACT, a refund guarantee (securing refund of the 1st, 2nd, 3rd and 4th Instalments of the Contract Price) (the “Refund Guarantee”) any other information that it deems to be issued by a first class Chinese bank acceptable to the BUYER (hereinafter called the “Refund Guarantor”) in the form as per Exhibit “A” annexed hereto. The Refund Guarantee shall become effective upon the SELLER’s receipt of the 1st Instalment from the BUYER. If the VESSEL has not been delivered and accepted in accordance with the terms of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”confidential or proprietary), the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension of the Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”). If the VESSEL is not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before such Extended Expiry Date, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER shall be entitled to at its option to cancel the CONTRACT. (c) However, in the event of any dispute between the SELLER and the BUYER with regard to the SELLER’s obligation to repay the instalment or instalments paid by the BUYER and to the BUYER’s right to demand payment from the Refund Guarantor under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII hereof, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award between the SELLER and the BUYER is published. The Refund Guarantor shall not be obligated to make any payment under the Refund Guarantee unless the Final Award orders the SELLER to make repayment. If the SELLER fails to honour the Final Award, then the Refund Guarantor shall refund to the extent the Final Award orders. (d) Expenses and bank charges for receiving and/or cancelling the Refund Guarantee charged by the BUYER’s bank shall be for the BUYER’s account; and the expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank shall be for the SELLER’s account.

Refunds. (a) All payments made by the BUYER prior to the delivery of the VESSEL shall be in the nature of advance to the SELLER, and in the event this CONTRACT Contract is justifiably cancelled or rescinded by the BUYER, all in accordance with the specific terms of this CONTRACT Contract permitting such cancellation or rescission, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already received paid by the BUYER to the SELLER from the BUYER under this CONTRACTContract, together with interest (at the rate set out in respective provision thereof) from the date of receipt by the SELLER of the respective instalment(spayment date(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYER. (b) The . If the SELLER is required to refund to the BUYER the instalments paid by the BUYER to the SELLER as provided in this Article, the SELLER shall return to the BUYER all of the BUYER’s obligation for 's supplies as stipulated in Article V which were not incorporated in the VESSEL and pay to the BUYER an amount equal to the cost to the BUYER of those supplies that were incorporated into the VESSEL. As security to the BUYER and as a condition precedent to the payment of the 1st1st pre-delivery instalment payable by the BUYER after the date of this Contract in accordance with Paragraphs 3 and 4 of this Article, the SELLER shall (i) deliver to the BUYER a Refund Guarantee for the 1st instalment to be issued by the SELLER’s Bank in the form annexed hereto as Exhibit "A” and (ii) procure that the SELLER’s Bank shall provide to the BUYER satisfactory evidence of registration of the relevant Refund Guarantee with SAFE, the BUYER having no obligation to pay the 1st pre-delivery instalment until such evidence has been received by the BUYER. Further, as security to the BUYER and as a condition precedent to the payment of the 2nd pre-delivery instalment payable by the BUYER in accordance with Paragraphs 3 and 4 of this Article, the SELLER shall (i) deliver to the BUYER a Refund Guarantee for the 2nd, 3rd and 4th instalments shall be subject to the SELLER providing the BUYER with the following Refund Guarantee securing the repayment obligation of the SELLER under this CONTRACT. As security to the BUYER, the SELLER shall deliver to the BUYER, within sixty (60) Banking Days following the execution of this CONTRACT, a refund guarantee (securing refund of the 1st, 2nd, 3rd and 4th Instalments of the Contract Price) (the “Refund Guarantee”) to be issued by a first class Chinese bank acceptable the SELLER’s Bank in the form annexed hereto as Exhibit "B” and (ii) procure that the SELLER’s Bank shall provide to the BUYER (hereinafter called satisfactory evidence of registration of the “Refund Guarantor”) in the form as per Exhibit “A” annexed hereto. The relevant Refund Guarantee shall become effective upon the SELLER’s receipt of the 1st Instalment from the BUYER. If the VESSEL has not been delivered and accepted in accordance with the terms of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”), the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension of the Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”). If the VESSEL is not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before such Extended Expiry Date, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s)SAFE, the BUYER shall be entitled to at its option to cancel the CONTRACT. (c) However, in the event of any dispute between the SELLER and the BUYER with regard to the SELLER’s having no obligation to repay pay the 2nd pre-delivery instalment or instalments paid by the BUYER and to the BUYER’s right to demand payment from the Refund Guarantor under its guarantee, and until such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII hereof, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award between the SELLER and the BUYER is published. The Refund Guarantor shall not be obligated to make any payment under the Refund Guarantee unless the Final Award orders the SELLER to make repayment. If the SELLER fails to honour the Final Award, then the Refund Guarantor shall refund to the extent the Final Award orders. (d) Expenses and bank charges for receiving and/or cancelling the Refund Guarantee charged evidence has been received by the BUYER’s bank shall be for the BUYER’s account; and the expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank shall be for the SELLER’s account.

Refunds. (a) All The Parties shall share Refunds as follows: (1) a Party shall be entitled to all Refunds that relate to Taxes, other than Shared Taxes, for which such Party (or its Subsidiaries) is liable, (2) a Party shall be entitled to Refunds claimed on an originally filed Tax Return that reflect an overpayment of estimated Taxes as compared to the Tax liability reported on such originally filed Tax Return, and (3) except to the extent described in clause (1) or (2), (x) Refunds that are related to or paid in respect of an Income Tax Return the Audit of which would constitute a Pre-Distribution Shared Tax Audit, and (y) for the avoidance of doubt and without duplication, Trident’s share of Refunds for payments made of Taxes subject to Section 9.3(c) and received pursuant to the Trident 2007 Tax Sharing Agreement (collectively, a “Shared Refund”) shall be shared by the BUYER prior Parties in the following order: (i) First, to delivery the extent that the Threshold Base Amount on the date that the Refund is received is in excess of the VESSEL Second Tax Contingency Amount, Trident, Fountain and Athens NA shall be in the nature of advance share all Shared Refunds to the SELLER, such extent and in the event this CONTRACT same proportion as their respective Sharing Percentages. (ii) Second, to the extent that the Threshold Base Amount on the date that the Refund is justifiably cancelled received is in excess of the First Tax Contingency Amount but less than or rescinded equal to the Second Tax Contingency Amount, Fountain and Athens NA shall share all such Shared Refunds to the extent and in the same proportion as their respective Second Sharing Percentages. (iii) Third, to the extent that the Threshold Base Amount on the date that the Refund is received is less than or equal to the First Tax Contingency Amount, Trident shall be entitled to all Shared Refunds. For the avoidance of doubt, it is the Parties’ intention that Shared Refunds shall be paid to the Parties in a manner that refunds aggregate payments made under Sections 5.1(a), 9.3(a), and 9.3(c) on a “last in, first out” basis. To the extent that a Party (or any of its Subsidiaries) receives and is entitled to a Refund under Section 4.1(a)(2) all or a portion of which is attributable to payments of estimated Taxes by the BUYER, all in accordance with the specific terms another Party (or any of this CONTRACT permitting such cancellation or rescissionits Subsidiaries), the SELLER first Party shall refund pay to such other Party the BUYER in United States Dollars the full amount of all sums already received by the SELLER from the BUYER under this CONTRACT, together with interest (at the rate set out in respective provision thereof) from the date of receipt by the SELLER portion of the respective instalment(s) Refund attributable to such other Party’s payments of estimated Taxes. Notwithstanding the date foregoing, in the event a Refund is the result of remittance the carryback by telegraphic transfer a Party (or one of such refund Party’s Affiliates) of a Tax Attribute generated in a Post-Distribution Tax Period or a Straddle Tax Period to the account specified by the BUYERa Pre-Distribution Tax Period or a Straddle Tax Period permitted pursuant to Section 4.2 solely because such carryback cannot result in one or more other Parties (or their Affiliates) being liable for additional Taxes, such Refund shall not be shared with any other Party. (b) The BUYER’s obligation for payment of the 1stNotwithstanding Section 4.1(a), 2nd, 3rd and 4th instalments shall be subject to the SELLER providing the BUYER with the following extent a claim for a Refund Guarantee securing the repayment obligation of the SELLER under this CONTRACT. As security by a Party is reasonably likely to result in a Correlative Detriment to another Party or Parties, such Refund shall, to the BUYERextent actually received by such claiming Party, the SELLER shall deliver be paid proportionately to the BUYERParty or Parties that are reasonably likely to realize such Correlative Detriment, within sixty (60) Banking Days following the execution of this CONTRACT, a refund guarantee (securing refund of the 1st, 2nd, 3rd and 4th Instalments of the Contract Price) (the “Refund Guarantee”) to be issued by a first class Chinese bank acceptable but only to the BUYER (hereinafter called the “Refund Guarantor”) in the form as per Exhibit “A” annexed hereto. The Refund Guarantee shall become effective upon the SELLER’s receipt extent of the 1st Instalment from the BUYER. If the VESSEL has not been delivered and accepted in accordance with the terms of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”), the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension of the Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”). If the VESSEL is not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before such Extended Expiry Date, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER shall be entitled to at its option to cancel the CONTRACTCorrelative Detriment. (c) However, in the event of any dispute between the SELLER and the BUYER with regard Any Refund or portion thereof to the SELLER’s obligation which a Party is entitled pursuant to repay the instalment this Section 4.1 that is received or instalments deemed to have been received as described below by another Party (or its Subsidiaries) shall be paid by such other Party to such first Party. To the BUYER and extent a Party (or its Subsidiaries) applies or causes to the BUYER’s right to demand payment from the Refund Guarantor under its guarantee, be applied an overpayment of Taxes as a credit toward or a reduction in Taxes otherwise payable (or a Taxing Authority requires such application in lieu of a Refund) and such dispute is submitted either Refund, if received, would have been payable by the SELLER such Party to another Party (or by the BUYER for arbitration in accordance with Article XIII hereofParties) pursuant to this Section 4.1, the such Party shall be deemed to have actually received a Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award between the SELLER and the BUYER is published. The Refund Guarantor shall not be obligated to make any payment under the Refund Guarantee unless the Final Award orders the SELLER to make repayment. If the SELLER fails to honour the Final Award, then the Refund Guarantor shall refund to the extent thereof on the Final Award ordersdate on which the overpayment is applied to reduce Taxes otherwise payable. (d) Expenses and bank charges for receiving and/or cancelling For the avoidance of doubt, any reduction of a previously received Refund Guarantee charged by the BUYER’s bank shall be treated as an additional Tax payable for the BUYER’s account; and the expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank shall be for the SELLER’s accountall purposes of this Agreement.

Refunds. (a) All payments made by the BUYER prior Subject to delivery Section 6(c) of this Annex I, all refunds of Taxes of any member of the VESSEL shall be in Company Group for any Pre-Closing Taxable Period (or portion of a Straddle Period ending on the nature of advance to the SELLER, and in the event this CONTRACT is justifiably cancelled or rescinded by the BUYER, all Closing Date as determined in accordance with the specific terms same principles provided for in Section 5 of this CONTRACT permitting Annex I) (whether in the form of cash received from the applicable Governmental Authority or a direct credit against Taxes otherwise payable for any taxable period beginning on the day immediately after the Closing Date (or portion of a Straddle Period beginning on the day immediately after the Closing Date) shall be for the benefit of Seller. Buyer shall cooperate with Seller to claim any refunds that may give rise to payment to Seller under this Section 6 of Annex I, including, to the extent requested by Seller, by filing claims for such cancellation refunds. For purposes of this Section 6(a) of this Annex I, to the extent the reserve for Tax liabilities that was included in the computation of Net Working Capital or rescissionNet Company Debt as finally determined is in excess of the Taxes actually payable by a member of the Company Group following the Closing for a Pre-Closing Tax Period (or portion of a Straddle Period ending on the Closing Date as determined under Section 5 of this Annex I), such excess shall be treated as a refund received on the date the Tax Return of the Company Group is filed showing the reduced Taxes; provided, however, that to the extent such excess is paid to Seller in accordance with this Section 6 of this Annex I, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already received the Taxes included in the computation of the Net Working Capital or Net Company Debt, as finally determined, for purposes of Section 1 of this Annex I shall be reduced by the SELLER from the BUYER under this CONTRACT, together with interest (at the rate set out in respective provision thereof) from the date of receipt by the SELLER of the respective instalment(s) to the date of remittance by telegraphic transfer amount of such refund to the account specified by the BUYERpayment. (b) The BUYER’s obligation for payment To the extent Buyer or any member of the 1stCompany Group receives a refund that is for the benefit of Seller, 2ndBuyer shall pay to Seller the amount of such refund (without interest other than interest received from the Governmental Authority), 3rd net of any Taxes (including withholding Taxes and 4th instalments Income Taxes that would be imposed on the immediate repatriation of cash equal to the amount of any refund received by a member of the Company Group not organized under the Laws of the United States to the United States) and any reasonable out-of-pocket expenses that Buyer or any member of the Company Group or any of its Affiliates incur with respect to such refund (and related interest). The net amount due to Seller shall be subject to the SELLER providing the BUYER with the following Refund Guarantee securing the repayment obligation payable ten (10) days after receipt of the SELLER under this CONTRACT. As security to refund from the BUYERapplicable Governmental Authority (or, if the SELLER shall deliver to the BUYER, within sixty (60) Banking Days following the execution of this CONTRACT, a refund guarantee (securing refund of the 1st, 2nd, 3rd and 4th Instalments of the Contract Price) (the “Refund Guarantee”) to be issued by a first class Chinese bank acceptable to the BUYER (hereinafter called the “Refund Guarantor”) is in the form as per Exhibit “A” annexed hereto. The Refund Guarantee shall become effective upon the SELLER’s receipt of the 1st Instalment from the BUYER. If the VESSEL has not been delivered and accepted in accordance with the terms of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five direct credit, ten (43510) days after filing the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”Tax Return claiming such credit), the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension of the Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”). If the VESSEL is not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before such Extended Expiry Date, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER shall be entitled to at its option to cancel the CONTRACT. (c) However, Nothing in the event this Section 6 of any dispute between the SELLER and the BUYER with regard to the SELLER’s obligation to repay the instalment or instalments paid by the BUYER and to the BUYER’s right to demand payment from the Refund Guarantor under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII hereof, the Refund Guarantor this Annex I shall withhold and defer payment under the Refund Guarantee until the Final Award between the SELLER and the BUYER is published. The Refund Guarantor shall not be obligated require Buyer to make any payment under with respect to any refund for a Tax (and such refunds shall be for the Refund Guarantee unless benefit of Buyer, Company, and its Subsidiaries) that is with respect to (i) any refund of Tax that is the Final Award orders result of the SELLER carrying back of any net operating loss or other Tax attribute or Tax credit incurred in a taxable period beginning on the day immediately after the Closing Date (or portion of any Straddle Period beginning on the day immediately after the Closing Date); (ii) any refund of Tax attributable to make repayment. If taxable years or periods beginning after the SELLER fails to honour the Final Award, then the Refund Guarantor shall refund Closing Date to the extent Seller has not indemnified Buyer, Company, or the Final Award orders.applicable Subsidiary for such Taxes; (iii) any refund for Tax that is reflected as an Included Current Asset on the Net Working Capital, as finally determined, or included in the computation of Net Company Debt, as finally determined; (iv) any refund for Tax that gives rise to a payment obligation by any member of the Company Group to any Person under applicable Law or pursuant to a provision of a contract or other agreement entered (or assumed) by any member of the Company Group on or prior to the Closing Date; or (v) any refund of Buyer’s allocable share of any Transfer Taxes as determined under Section 8 of this Annex I. (d) Expenses All refunds of Taxes of any member of the Company Group to the extent they do not give rise to a payment to Seller under this Section 6 of Annex I and bank charges all refunds for receiving and/or cancelling the Refund Guarantee charged by the BUYER’s bank Taxes that Buyer has indemnified for under Section 1(b) of Annex I shall be for the BUYER’s account; sole benefit of Buyer. To the extent Seller or Parent receives a refund of any Tax that is for the benefit of Buyer, Parent and Seller shall pay to Buyer the amount of such refund (without interest other than interest received from a Governmental Authority), net of any Taxes or any reasonable out of pocket expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank that Seller or Parent incur with respect to such refund (or interest). The net amount due to Buyer shall be for payable ten (10) days after receipt of the SELLER’s accountrefund from the applicable Governmental Authority (or, if the refund is in the form of direct credit, ten (10) days after filing the Tax Return claiming such credit).

Refunds. (a) All payments made If, within seven business days after confirmation by Distributor of Broker-Dealer's original purchase order for Load Shares, such Load Shares are repurchased by the BUYER prior issuing Fund or by Distributor for the account of such Fund or are tendered for redemption by the customer, (i) Broker-Dealer shall forthwith refund to delivery Distributor the full discount retained by, or concession paid to, Broker-Dealer on the original sale pursuant to paragraph 2(a) of this Agreement and any distribution payments and service payments relating thereto made to Broker-Dealer pursuant to paragraph 2(b) of this Agreement and (ii) Distributor shall, as applicable, forthwith pay to such Fund Distributor's share of the VESSEL shall be in sales charge on the nature of advance to the SELLERoriginal sale by Distributor, and in shall also pay such Fund the event this CONTRACT is justifiably cancelled or rescinded by the BUYER, all in accordance with the specific terms of this CONTRACT permitting such cancellation or rescission, the SELLER refund received under clause (i). Broker-Dealer shall refund to the BUYER in United States Dollars Fund immediately upon receipt the full amount of all sums already received by the SELLER from the BUYER under this CONTRACT, together any dividends or distributions paid to Broker-Dealer as nominee for Broker-Dealer's customers with interest (at the rate set out in respective provision thereof) from the date of receipt by the SELLER of the respective instalment(s) respect to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYER. (b) The BUYER’s obligation for payment of the 1st, 2nd, 3rd and 4th instalments shall be subject to the SELLER providing the BUYER with the following Refund Guarantee securing the repayment obligation of the SELLER under this CONTRACT. As security to the BUYER, the SELLER shall deliver to the BUYER, within sixty (60) Banking Days following the execution of this CONTRACT, a refund guarantee (securing refund of the 1st, 2nd, 3rd and 4th Instalments of the Contract Price) (the “Refund Guarantee”) to be issued by a first class Chinese bank acceptable to the BUYER (hereinafter called the “Refund Guarantor”) in the form as per Exhibit “A” annexed hereto. The Refund Guarantee shall become effective upon the SELLER’s receipt of the 1st Instalment from the BUYER. If the VESSEL has not been delivered and accepted in accordance with the terms of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”), the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension of the Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”). If the VESSEL is not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before such Extended Expiry Date, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER shall be entitled to at its option to cancel the CONTRACT. (c) However, in the event of any dispute between the SELLER and the BUYER with regard to the SELLER’s obligation to repay the instalment redeemed or instalments paid by the BUYER and to the BUYER’s right to demand payment from the Refund Guarantor under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII hereof, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award between the SELLER and the BUYER is published. The Refund Guarantor shall not be obligated to make any payment under the Refund Guarantee unless the Final Award orders the SELLER to make repayment. If the SELLER fails to honour the Final Award, then the Refund Guarantor shall refund repurchased Load Shares to the extent that the Final Award orders. (d) Expenses and bank charges for receiving and/or cancelling proceeds of such redemption or repurchase may include the Refund Guarantee charged by dividends or distributions payable on such Load Shares. In the BUYER’s bank case of certificated Load Shares, Broker-Dealer shall be for notified by Distributor of such repurchase or redemption within ten days of the BUYER’s accountdate on which a properly executed Share certificate and stock power together with appropriate supporting papers is delivered to Distributor or to such Fund; and in the expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank case of uncertificated Load Shares, Broker-Dealer shall be for the SELLER’s accountnotified by Distributor of such repurchase or redemption within ten days of such repurchase or redemption.

Refunds. (a) All payments made Buyer shall and shall cause its Affiliates to pay over the amount of any refund of Seller’s Taxes (together with any interest thereon received from a Taxing Authority) (“Seller’s Refunds”) within five Business Days after receipt thereof or credit against Tax Liability for another taxable period. Buyer or its Affiliates shall hold any cash refund of such Taxes in trust for Seller. Seller shall return the amount of such refund (and any interest received thereon) or credit within five Business Days of written demand by Buyer if Buyer is required to return the BUYER prior to delivery of the VESSEL shall be in the nature of advance to the SELLER, and in the event this CONTRACT is justifiably cancelled or rescinded by the BUYER, all in accordance with the specific terms of this CONTRACT permitting such cancellation or rescission, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already received by the SELLER from the BUYER under this CONTRACT, together with interest (at the rate set out in respective provision thereof) from the date of receipt by the SELLER of the respective instalment(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYERTaxing Authority. (b) The BUYERSeller shall and shall cause its Affiliates to pay over the amount of any refund of Buyer’s obligation Taxes (together with any interest thereon received from a Taxing Authority) (“Buyer’s Refunds”) within five Business Days after receipt thereof or credit against Tax Liability for payment another taxable period. Seller or its Affiliates shall hold any cash refund of such Taxes in trust for Buyer. Buyer shall return the 1st, 2nd, 3rd amount of such refund (and 4th instalments shall be subject any interest received thereon) or credit within five Business Days of written demand by Seller if Seller is required to return the refund to the SELLER providing the BUYER with the following Refund Guarantee securing the repayment obligation of the SELLER under this CONTRACT. As security to the BUYER, the SELLER shall deliver to the BUYER, within sixty (60) Banking Days following the execution of this CONTRACT, a refund guarantee (securing refund of the 1st, 2nd, 3rd and 4th Instalments of the Contract Price) (the “Refund Guarantee”) to be issued by a first class Chinese bank acceptable to the BUYER (hereinafter called the “Refund Guarantor”) in the form as per Exhibit “A” annexed hereto. The Refund Guarantee shall become effective upon the SELLER’s receipt of the 1st Instalment from the BUYER. If the VESSEL has not been delivered and accepted in accordance with the terms of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”), the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension of the Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”). If the VESSEL is not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before such Extended Expiry Date, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER shall be entitled to at its option to cancel the CONTRACTTaxing Authority. (c) HoweverUpon the request of Seller, Buyer shall file, or cause an Affiliate to file, claims for Seller’s Refunds, in such form as Seller may reasonably request; provided, however, that the event filing of any dispute between such claim will not result, in Buyer’s reasonable determination, in any prejudice to Buyer or its Affiliates. Seller shall have the SELLER and the BUYER with regard to the SELLER’s obligation to repay the instalment or instalments paid by the BUYER and to the BUYER’s sole right to demand payment from the Refund Guarantor under its guarantee, prosecute any claims for Seller’s Refunds (by suit or otherwise) at Seller’s expense and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII hereof, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award between the SELLER and the BUYER is published. The Refund Guarantor shall not be obligated to make any payment under the Refund Guarantee unless the Final Award orders the SELLER to make repayment. If the SELLER fails to honour the Final Award, then the Refund Guarantor shall refund to the extent the Final Award orderscounsel of Seller’s choice. (d) Expenses Upon the request of Buyer, Seller shall and bank charges shall cause its Affiliates to file, claims for receiving and/or cancelling Buyer’s Refunds, in such form as Buyer may reasonably request; provided, however, that the Refund Guarantee charged filing of any such claim will not result, in Seller’s reasonable determination, in any prejudice to Seller or its Affiliates. Buyer shall have the sole right to prosecute any claims for Buyer’s Refunds (by the BUYERsuit or otherwise) at Buyer’s bank expense and with counsel of Buyer’s choice. (e) Any refunds of Taxes other than Seller’s Refunds and Buyer’s Refunds shall be for the BUYER’s account; property of the payee of such refunds and the expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank no other party or its Affiliates shall be for the SELLER’s accounthave any right to such refunds.

Refunds. (ai) All payments made by the BUYER prior to delivery of the VESSEL shall be Any Tax refund (including any interest in the nature of advance to the SELLER, and in the event this CONTRACT is justifiably cancelled or rescinded by the BUYER, all in accordance with the specific terms of this CONTRACT permitting such cancellation or rescission, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already respect thereof) received by the SELLER Purchaser, the Company, or any Company Subsidiary, and any amounts credited against Taxes to which the Purchaser or a Purchaser Subsidiary (including the Company, or any Company Subsidiary) becomes entitled (including by way of any amended Tax Returns but excluding Tax Returns from the BUYER under this CONTRACTa carryback filing), together with interest (at the rate set out in respective provision thereof) from the date of receipt by the SELLER that relate to any taxable period, or portion thereof of the respective instalment(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYER. (b) The BUYER’s obligation for payment of the 1st, 2nd, 3rd and 4th instalments shall be subject to the SELLER providing the BUYER with the following Refund Guarantee securing the repayment obligation of the SELLER under this CONTRACT. As security to the BUYER, the SELLER shall deliver to the BUYER, within sixty (60) Banking Days following the execution of this CONTRACT, Company or a refund guarantee (securing refund of the 1st, 2nd, 3rd and 4th Instalments of the Contract Price) (the “Refund Guarantee”) to be issued by a first class Chinese bank acceptable to the BUYER (hereinafter called the “Refund Guarantor”) in the form as per Exhibit “A” annexed hereto. The Refund Guarantee shall become effective upon the SELLER’s receipt of the 1st Instalment from the BUYER. If the VESSEL has not been delivered and accepted in accordance with the terms of this CONTRACT Company Subsidiary ending on or before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”), the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension of the Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”). If the VESSEL is not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before such Extended Expiry Closing Date, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER shall be entitled to at its option to cancel the CONTRACT. (c) However, in the event of any dispute between the SELLER and the BUYER with regard to the SELLER’s obligation to repay the instalment or instalments paid by the BUYER and to the BUYER’s right to demand payment from the Refund Guarantor under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII hereof, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award between the SELLER and the BUYER is published. The Refund Guarantor shall not be obligated to make any payment under the Refund Guarantee unless the Final Award orders the SELLER to make repayment. If the SELLER fails to honour the Final Award, then the Refund Guarantor shall refund to the extent the Final Award orders. (d) Expenses and bank charges for receiving and/or cancelling the Refund Guarantee charged by the BUYER’s bank shall be for the BUYER’s account; account of the Seller, and the expenses and bank charges for issuing and/or cancelling Purchaser shall pay over to the Refund Guarantee charged by Seller any such refund or the SELLER’s bank amount of any such credit within fifteen (15) days after receipt of such refund or utilization of such credit. Any Tax refund from a carryback filing not prohibited under Section 6.7(e)(iii) shall be for the SELLER’s accountaccount of the Purchaser. (ii) The Purchaser shall pay the Seller interest at the rate prescribed under Section 6621(a)(1) of the Code, compounded daily, on any amount not paid when due under this Section 6.7(c). For purposes of this Section 6.7(c), where it is necessary to apportion a refund or credit between the Purchaser and the Seller for a Straddle Period, such refund or credit shall be apportioned between the period deemed to end at the close of the Closing Date and the period deemed to begin at the beginning of the day following the Closing Date on the basis of an interim closing of the books of the Company and any Company Subsidiary, except that Taxes (such as real property Taxes) imposed on a periodic basis shall be allocated on a daily basis. (iii) The Purchaser shall cooperate, and shall cause the Company and any Company Subsidiary to cooperate, in obtaining, at the Seller's expense, any Tax refund (other than a refund based on a carryback from a taxable year or period beginning after the Closing Date) that the Seller reasonably believes is available based on substantial authority, including through filing appropriate forms with the applicable Tax authority.

Refunds. (a) All payments made by the BUYER prior 17.1 We may alter or vary a published Event programme which may result in changes to delivery some elements of the VESSEL shall performance line-up, playing times, start and finish times of an Event, or any other aspect of an Event (including without limitation, the Venue). Neither we nor our authorised Ticket agents will be liable to you or any other person for any refunds or other costs, expenses or other losses resulting from such alteration, unless it is a Material Alteration which gives a right to a refund under section 17.2 in the nature of advance which case our only liability will be to the SELLER, and in the event this CONTRACT is justifiably cancelled or rescinded by the BUYER, all issue a refund in accordance with the specific terms of this CONTRACT permitting such cancellation or rescission, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already received by the SELLER from the BUYER under this CONTRACT, together with interest (at the rate set out in respective provision thereof) from the date of receipt by the SELLER of the respective instalment(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYERsection 17.7. (b) The BUYER’s obligation for payment of the 1st, 2nd, 3rd and 4th instalments shall be subject to the SELLER providing the BUYER with the following Refund Guarantee securing the repayment obligation of the SELLER under this CONTRACT. As security to the BUYER, the SELLER shall deliver to the BUYER, within sixty (60) Banking Days following the execution of this CONTRACT, a refund guarantee (securing refund of the 1st, 2nd, 3rd and 4th Instalments of the Contract Price) (the “Refund Guarantee”) to be issued by a first class Chinese bank acceptable to the BUYER (hereinafter called the “Refund Guarantor”) in the form as per Exhibit “A” annexed hereto. The Refund Guarantee shall become effective upon the SELLER’s receipt of the 1st Instalment from the BUYER. If the VESSEL has not been delivered and accepted in accordance with the terms of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”), the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension of the Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”). If the VESSEL is not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before such Extended Expiry Date, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER shall 17.2 You will only be entitled to at its option a refund of any Tickets you have purchased directly from us or through our authorised Ticket agents, in the following circumstances: i) if an Event is cancelled in full ii) if the Ticket is for an Event which is postponed entirely and that Event is rescheduled to cancel another date unless you elect to use your existing Tickets for the CONTRACT. (crescheduled Event under section 17.4 below; iii) However, in the event of any dispute between a Material Alteration which gives you the SELLER right to a refund under applicable law; iv) as otherwise required under applicable law. 17.3 A Material Alteration is a change which in our reasonable opinion makes an Event materially different to the Event which all Ticket purchasers, taken generally, could reasonably expect as judged by reference to the nature and billing of each Event. The following are not Material Alterations: changes to the artists unless the Event you are attending is a concert with a clear headline act; changes to acts and the BUYER with regard use of understudies in theatre performances; changes to any advertised attractions or facilities; changes to performance times; changes to individual band members; shortening of the SELLER’s obligation Event when the majority of it is performed in full; delays or changes to repay start times of the instalment Event or instalments paid by a performance; a change of venue to another location within a reasonable radius (in our discretion) of the BUYER and planned Event. 17.4 Where the Event is rescheduled to another date, you may elect to use the BUYER’s right to demand payment from existing Ticket for the Refund Guarantor under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration rescheduled Event in accordance with Article XIII hereof, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award between the SELLER and the BUYER is published. The Refund Guarantor shall which case you will not be obligated entitled to make any payment under the Refund Guarantee unless the Final Award orders the SELLER to make repayment. If the SELLER fails to honour the Final Award, then the Refund Guarantor shall refund to the extent the Final Award ordersa refund. (d) Expenses and bank charges for receiving and/or cancelling 17.5 Unless the Refund Guarantee charged by the BUYER’s bank shall authorised Ticket agent states otherwise, all refunds will be for the BUYER’s account; face value of the Tickets purchased (or proportionate amount where we agree to refund you for an Event cancelled part-way through) only and you will not be entitled to a refund of booking fees, transaction charges or delivery costs. Personal arrangements including travel, subsistence and accommodation in relation to the expenses Event which have been arranged by you are made at your own risk and bank charges neither the authorised Ticket agent nor us will have any liability for issuing and/or cancelling any such loss of enjoyment or wasted expenditure in the Refund Guarantee charged case of a cancellation, postponement or otherwise. 17.6 A Ticket will not be exchanged or refunded if it is used for entry into the Event unless any of the circumstances in section 17.2 apply. 17.7 Ticket refunds will be processed by the SELLERauthorised Ticket agent from whom you purchased a Ticket. Either we or the relevant Ticket agent will provide details of the refund process and deadlines for making a claim either through our websites, social media, the media or directly or alternatively we may direct you to the refund policy in the Ticket agents’ terms and conditions. Any failure to follow the process and comply with the deadlines or the refund policy of the relevant Ticket agent from which you purchased the Tickets or any breach of these Terms may result in the refund not being made. Refunds will only be made to the person who originally purchased the Tickets. We will not be responsible if any unauthorised Ticket agent from whom you purchased Tickets refuses to refund them. 17.8 It is your responsibility to check that an Event has not been cancelled, rescheduled or suffered a Material Alteration. Information on such matters will be made available as soon as reasonably possible on the Event website or social media platforms. Guests are advised that the website and social media platforms cannot always be updated immediately and that circumstances giving rise to cancellation, postponement or Material Alterations can sometimes arise immediately prior to an Event. We advise you to check before you travel. 17.9 Promotions, deals or discounted offers are provided at our discretion. All such offers are subject to availability and may be withdrawn by us at any time. Retrospective refunds are not permitted against any offer or promotion advertised after a booking is made. 17.10 Any reduction in price, discount or promotional offers, either to the face value of the Ticket or otherwise, will not qualify for a refund or partial refund and can only be carried forward to future events at the Promoter’s bank shall be for the SELLER’s accountdiscretion.

Refunds. (a) All If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes or Other Taxes with respect to which Borrower hasthe Loan Parties have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to Borrower on behalf of the Loan Parties (but only to the extent of payments made made, or additional amounts paid, by Borrowerthe Loan Parties under this Section 16 with respect to Indemnified Taxes or Other Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the BUYER prior relevant Governmental Authority with respect to delivery such a refund); provided, that Borrowerthe Loan Parties, upon the request of Agent or such Lender, agrees to repay the amount paid over to Borrowerthe Loan Parties (plus any penalties, interest or other charges, imposed by the relevant Governmental Authority, other than such penalties, interest or other charges imposed as a result of the VESSEL shall be in the nature willful misconduct or gross negligence of advance Agent or such Lender hereunder as finally determined by a court of competent jurisdiction) to the SELLER, and Agent or such Lender in the event this CONTRACT Agent or such Lender is justifiably cancelled or rescinded by the BUYER, all in accordance with the specific terms of this CONTRACT permitting such cancellation or rescission, the SELLER shall refund required to the BUYER in United States Dollars the full amount of all sums already received by the SELLER from the BUYER under this CONTRACT, together with interest (at the rate set out in respective provision thereof) from the date of receipt by the SELLER of the respective instalment(s) to the date of remittance by telegraphic transfer of repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the account specified by the BUYERcontrary, this Section 16 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Borrowerthe Loan Parties or any other Person. (b) The BUYERSubject to the first sentence of Section 16.4(a), upon the reasonable request of Borrower (and at Borrower’s obligation for payment expense), a Lender or Agent, as applicable, shall in its sole discretion, exercised in good faith, use reasonable efforts to cooperate with Borrower with a view to obtaining a refund of any Indemnified Taxes with respect to which Borrower has paid additional amounts pursuant to this Section 16 and which Borrower, on advice of counsel, reasonably believes were not correctly or legally asserted by the 1st, 2nd, 3rd and 4th instalments relevant Governmental Authority; provided that neither Agent nor any Lender shall be subject required to the SELLER providing the BUYER with the following Refund Guarantee securing the repayment obligation of the SELLER under this CONTRACT. As security to the BUYER(i) take any action that Agent or such Lender determines, the SELLER shall deliver to the BUYERin its sole discretion, within sixty would have an adverse effect on Agent or such Lender or (60ii) Banking Days following the execution of this CONTRACT, a refund guarantee (securing refund of the 1st, 2nd, 3rd and 4th Instalments of the Contract Price) (the “Refund Guarantee”) disclose any information that it deems to be issued by a first class Chinese bank acceptable to the BUYER (hereinafter called the “Refund Guarantor”) in the form as per Exhibit “A” annexed hereto. The Refund Guarantee shall become effective upon the SELLER’s receipt of the 1st Instalment from the BUYER. If the VESSEL has not been delivered and accepted in accordance with the terms of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”), the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension of the Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”). If the VESSEL is not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before such Extended Expiry Date, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER shall be entitled to at its option to cancel the CONTRACTconfidential. (c) HoweverEach Lender agrees that, as promptly as practicable after the occurrence of any event giving rise to the operation of Section 16 with respect to such Lender, it will use reasonable, good faith efforts (subject to overall policy considerations of such Lender) to eliminate or reduce any additional payment which may thereafter accrue, including by designating another lending office or assigning its rights and obligations hereunder to another of its offices, branches or Affiliates with the object of avoiding the consequences of such event; provided, that such designation or other action is made on terms that, in the event sole judgment of any dispute between the SELLER such Lender, cause such Lender and the BUYER with regard its lending office(s) to the SELLER’s obligation to repay the instalment suffer no economic, legal or instalments paid by the BUYER and to the BUYER’s right to demand payment from the Refund Guarantor under its guaranteeregulatory disadvantage, and such dispute is submitted either by provided, further, that nothing in this Section shall affect or postpone any of the SELLER obligations or by the BUYER for arbitration in accordance with Article XIII hereof, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award between the SELLER and the BUYER is published. The Refund Guarantor shall not be obligated rights of Borrower or any Lender pursuant to make any payment under the Refund Guarantee unless the Final Award orders the SELLER to make repayment. If the SELLER fails to honour the Final Award, then the Refund Guarantor shall refund to the extent the Final Award ordersthis Section 16. (d) Expenses Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such Person would have been in if the Tax subject to indemnification and bank charges for receiving and/or cancelling the Refund Guarantee charged by the BUYER’s bank shall be for the BUYER’s account; giving rise to such refund had not been deducted, withheld or otherwise imposed and the expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank shall be for the SELLER’s accountindemnification payments or additional amounts with respect to such Tax had never been paid.

Refunds. (a) All payments made by Except as otherwise set forth in the BUYER prior Agreement, due to delivery of the VESSEL shall be in the nature of advance to the SELLERNovae's online business, and in the event this CONTRACT is justifiably cancelled or rescinded by the BUYERproducts are available, all in accordance with the specific terms of this CONTRACT permitting such cancellation or rescissionat times, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already received by the SELLER from the BUYER under this CONTRACT, together with interest (at the rate set out time of purchase. As such, ▇▇▇▇▇ has a strict 10-day return policy in respective provision thereof) effect, which begins from the date of receipt by purchase. Affiliates receive commissions based on the SELLER actual sales of the respective instalment(s) products and services to end consumers. When the date Company issues a refund to a Customer, the Affiliate who received a commission based on the sale of remittance by telegraphic transfer the refunded product or service agrees that he or she shall reimburse Novae the amount of the refund. The amount of such refund may be offset against future commissions to the account specified Affiliate in the Company's sole discretion. When refunds are made to customers, this also offsets volume initially credited to the upline organizations of Affiliates. It is to be understood that even though an Affiliate may qualify by the BUYER. end of a commission period, if the Affiliate is unqualified (bin the prior commission period) The BUYER’s obligation for because of a chargeback or refund, before the payment date, the Affiliate will not receive commissions associated with the previously qualified position, if qualifications were short of the 1stvolume requirement. It is highly recommended that each Affiliate work very hard to exceed qualifications at different levels to ensure their commissions are not affected by refunds or chargebacks. Where any state may require a different buy back policy than the Company's, 2ndthat state's buyback policy will apply. The following only applies to Affiliates who are residents of the states listed below: Georgia: The Company will repurchase all unencumbered products, 3rd sales aids, literature, and 4th instalments promotional items which are in a reasonably resalable or reusable condition and which were acquired by the Affiliate from the Company. The repurchase shall be subject at a price not less than 90% of the original net cost to the SELLER providing the BUYER with the following Refund Guarantee securing the repayment obligation Affiliate of the SELLER under this CONTRACTgoods being returned. As security to the BUYER, the SELLER shall deliver to the BUYER, within sixty (60) Banking Days following the execution For purposes of this CONTRACTparagraph, a refund guarantee (securing refund of "original net cost" means the 1st, 2nd, 3rd and 4th Instalments of the Contract Price) (the “Refund Guarantee”) to be issued by a first class Chinese bank acceptable to the BUYER (hereinafter called the “Refund Guarantor”) in the form as per Exhibit “A” annexed hereto. The Refund Guarantee shall become effective upon the SELLER’s receipt of the 1st Instalment from the BUYER. If the VESSEL has not been delivered and accepted in accordance with the terms of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”), the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension of the Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”). If the VESSEL is not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before such Extended Expiry Date, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER shall be entitled to at its option to cancel the CONTRACT. (c) However, in the event of any dispute between the SELLER and the BUYER with regard to the SELLER’s obligation to repay the instalment or instalments amount actually paid by the BUYER and Affiliate for the goods, less any consideration received by the Affiliate for purchase of the goods that is attributable to the BUYER’s right specific goods being returned. Goods shall be deemed "resalable or reusable" if the goods are in an unused, commercially resalable condition at the time the goods are returned to demand payment the Company. Goods which are no longer marketed by the Company shall be deemed "resalable or reusable" if the goods are in an unused, commercially resalable condition and are returned to the Company within one year from the Refund Guarantor under its guaranteedate the Company discontinued marketing the goods; provided, however, that goods which are no longer marketed shall be deemed not "resalable or reusable" if the goods are sold to an Affiliate as non-returnable, discontinued, or seasonable items and such dispute is submitted either the non- returnable, discontinued, or seasonal nature of the goods was clearly disclosed to the Affiliate seeking to return the goods prior to the purchase of the goods by the SELLER or Affiliate. Maryland: The Company will repurchase products that are in resalable condition at the price actually paid by the BUYER for arbitration in accordance with Article XIII hereof, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award between the SELLER and the BUYER is published. The Refund Guarantor shall not be obligated to make any payment under the Refund Guarantee unless the Final Award orders the SELLER to make repayment. If the SELLER fails to honour the Final Award, then the Refund Guarantor shall refund to the extent the Final Award orders. (d) Expenses and bank charges for receiving and/or cancelling the Refund Guarantee charged by the BUYER’s bank shall be Affiliate for the BUYER’s account; and the expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank shall be for the SELLER’s accountproducts being returned within three months of purchase.

Refunds. Buyer shall pay over to the Stockholders’ Representative (aon behalf of the Equity Holders), except to the extent reflected in Final Closing Net Working Capital or Final Closing Indebtedness, any Tax refunds, including any interest thereon, (or credits in lieu of Tax refunds) All payments made that are received by Buyer, the BUYER Company or any of their respective Subsidiaries on or before the date that is fifteen (15) months after the Closing Date and are attributable to Taxes paid on or before the Closing Date by any Group Company with respect to any Pre-Closing Tax Period; provided, that if prior to delivery the close of business on the last day of such fifteen (15) month period after the Closing Date, an Indemnifying Party shall have been properly notified of a claim for indemnity under Section 5.4(a) and such claim shall not have been finally resolved or disposed of at such date, such fifteen (15) month period shall continue, but only with respect to an amount not in excess of the VESSEL shall be in the nature of advance to the SELLER, and in the event this CONTRACT is justifiably cancelled or rescinded by the BUYER, all in accordance with the specific terms of this CONTRACT permitting such cancellation or rescission, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already received by the SELLER from the BUYER under this CONTRACT, together with interest (at the rate set actually paid out in respective provision thereof) from the date of receipt by the SELLER of the respective instalment(s) Indemnity Escrow Fund with respect to the date such claim, until such claim is finally resolved or disposed of remittance by telegraphic transfer of such refund to the account specified by the BUYER. (b) The BUYER’s obligation for payment of the 1st, 2nd, 3rd and 4th instalments shall be subject to the SELLER providing the BUYER with the following Refund Guarantee securing the repayment obligation of the SELLER under this CONTRACT. As security to the BUYER, the SELLER shall deliver to the BUYER, within sixty (60) Banking Days following the execution of this CONTRACT, a refund guarantee (securing refund of the 1st, 2nd, 3rd and 4th Instalments of the Contract Price) (the “Refund Guarantee”) to be issued by a first class Chinese bank acceptable to the BUYER (hereinafter called the “Refund Guarantor”) in the form as per Exhibit “A” annexed hereto. The Refund Guarantee shall become effective upon the SELLER’s receipt of the 1st Instalment from the BUYER. If the VESSEL has not been delivered and accepted in accordance with the terms of this CONTRACT before Agreement, provided, further, that notwithstanding the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”)foregoing, the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension of the Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”). If the VESSEL is not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before such Extended Expiry Date, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER shall be entitled to at its option to cancel the CONTRACT. (c) However, in the event of any dispute between the SELLER and the BUYER with regard to the SELLER’s obligation to repay the instalment or instalments paid by the BUYER and to the BUYER’s right to demand payment from the Refund Guarantor under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII hereof, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award between the SELLER and the BUYER is published. The Refund Guarantor Buyer shall not be obligated required to pay over any Tax refunds (or credits in lieu of Tax refunds) that are received by (or reflected as a credit on a Tax Return filed by) Buyer, the Company or any of their respective Subsidiaries that are attributable to any carryback of any Tax item (including a net operating loss or credit carryback) from any Post-Closing Tax Period to any Pre-Closing Tax Period. Such payment shall be made within fifteen (15) calendar days after receipt of such refund (or filing of any Tax Return showing a credit in lieu of such refund). For the avoidance of doubt, but subject to the second proviso in the first sentence of Section 5.4(a), in no event shall Buyer be required to make any payment under this Section 5.4(f) in respect of the Refund Guarantee unless carryforward of any Tax asset from any Pre-Closing Tax Period to any Post-Closing Tax Period. Upon a request from the Final Award orders Stockholders’ Representative, the SELLER Buyer shall, as soon as is reasonably practicable, cause the Group Companies to make repayment. If file any amended Tax Return or application for Tax refund in order to obtain a Tax refund (or credit) that the SELLER fails Equity Holders are entitled to honour pursuant to this Section 5.4(f), and the Final AwardBuyer and Group Companies shall execute all other documents, then the Refund Guarantor shall refund to the extent the Final Award orders. (d) Expenses take reasonable additional actions and bank charges for receiving and/or cancelling the Refund Guarantee charged by the BUYER’s bank shall otherwise reasonably cooperate as may be necessary for the BUYER’s account; Buyer and the expenses Group Companies to perfect their rights in and bank charges for issuing and/or cancelling obtain the Refund Guarantee charged Tax refunds (or credits) contemplated by the SELLER’s bank shall be for the SELLER’s accountthis Section 5.4(f).

Refunds. (ai) All payments made Any Tax refund (including any interest in respect thereof) received by the BUYER prior to delivery Holdings, C&A Products or any of the VESSEL shall be in Bison Subsidiaries (other than the nature of advance to the SELLER, and in the event this CONTRACT is justifiably cancelled or rescinded by the BUYER, all in accordance with the specific terms of this CONTRACT permitting such cancellation or rescission, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already received by the SELLER from the BUYER under this CONTRACT, together with interest (at the rate set out in respective provision thereof) from the date of receipt by the SELLER of the respective instalment(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYER. (b) The BUYER’s obligation for payment of the 1st, 2nd, 3rd and 4th instalments shall be subject to the SELLER providing the BUYER with the following Refund Guarantee securing the repayment obligation of the SELLER under this CONTRACT. As security to the BUYER, the SELLER shall deliver to the BUYER, within sixty (60) Banking Days following the execution of this CONTRACT, a refund guarantee (securing refund of the 1st, 2nd, 3rd and 4th Instalments of the Contract Price) (the “Refund Guarantee”) to be issued by a first class Chinese bank acceptable to the BUYER (hereinafter called the “Refund Guarantor”) in the form as per Exhibit “A” annexed hereto. The Refund Guarantee shall become effective upon the SELLER’s receipt of the 1st Instalment from the BUYER. If the VESSEL has not been delivered and accepted in accordance with the terms of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”), the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension of the Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”). If the VESSEL is not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before such Extended Expiry Date, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for the same period (i.e. 60 daysBrazilian Entities), and any amounts credited against Tax to repeat such extension(swhich Holdings, C&A Products or any of the Bison Subsidiaries (other than the Brazilian Entities) if needed. If the SELLER does not procure the foregoing extension(sbecomes entitled (including by way of any amended Tax Returns or any carryback filing), that relate to any taxable period, or portion thereof, ending on or before the BUYER shall be entitled to at its option to cancel the CONTRACT. (c) However, in the event of any dispute between the SELLER and the BUYER with regard to the SELLER’s obligation to repay the instalment or instalments paid by the BUYER and to the BUYER’s right to demand payment from the Refund Guarantor under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII hereof, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award between the SELLER and the BUYER is published. The Refund Guarantor shall not be obligated to make any payment under the Refund Guarantee unless the Final Award orders the SELLER to make repayment. If the SELLER fails to honour the Final Award, then the Refund Guarantor shall refund to the extent the Final Award orders. (d) Expenses and bank charges for receiving and/or cancelling the Refund Guarantee charged by the BUYER’s bank Closing Date shall be for the BUYER’s account; account of Parent, and Holdings shall pay over to Parent any such refund or the expenses amount of any such credit within 15 days after receipt of such credit or entitlement thereto. (ii) Any Tax refund (including any interest in respect thereof) received by Permali or ▇▇▇▇▇▇▇, and bank charges for issuing and/or cancelling any amounts credited against Tax to which Permali or ▇▇▇▇▇▇▇ becomes entitled (including by way of any amended Tax Returns or any carryback filing), that relate to any taxable period, or portion thereof, ending on or before the Refund Guarantee charged by the SELLER’s bank Closing Date shall be for the SELLER’s accountaccount of Parent, and Holdings shall pay over to Parent any such refund or the amount of any such credit within 15 days after receipt of such credit or entitlement thereto. (iii) The percentage (the "Ownership Percentage"), equal to the lesser of (A) 56.6% or (B) the percentage of issued and outstanding stock of Plascar held by Permali, of any Tax refund (including any interest in respect thereof) received by Plascar or TATB or any amounts credited against Tax to which Plascar or TATB becomes entitled (including by way of any amended Tax Returns or any carryback filing), that relate to any taxable period, or portion thereof, ending on or before the Closing Date shall be for the account of Parent, and Holdings shall pay over to Parent the Ownership Percentage of any such refund or credit within 15 days after receipt of such credit or entitlement thereto. (iv) Holdings shall pay Parent interest at the rate prescribed under Section 6621(a)(1) of the Code, compounded daily, on any amount not paid when due under this Section 5.8(c). For purposes of this Section 5.8(c), where it is necessary to apportion a refund or credit between Holdings and Parent for a Straddle Period, such refund or credit shall be apportioned between the period deemed to end at the close of the Closing Date and the period deemed to begin at the beginning of the day following the Closing Date on the basis of an interim closing of the books of each of the Bison Subsidiaries, except that refunds or credits of Taxes imposed on a periodic basis (e.g., real property Taxes) shall be allocated on a daily basis. (v) Holdings shall cooperate, and cause C&A Products and each of the Bison Subsidiaries to cooperate, in obtaining, at Parent's expense, any Tax refund (other than a refund based on a carryback from a taxable year or period beginning after the Closing Date) that Parent reasonably believes is available based on substantial authority, including through filing appropriate forms with the applicable Tax Authority; provided, that if the refund would result in any Tax Detriment to any Bison Subsidiary after the Closing, Parent shall reimburse Holdings the amount of such Tax Detriment.

Refunds. For cancelled Events at the Managed Venue, or for other reasons in consultation with AEGP (asuch as postponed or rescheduled Events which provide for a refund window), AXS will process refunds for sales made via AXS’s merchant account on AXS channels, and all fees (with the exception of priority shipping) All payments made by the BUYER prior to delivery of the VESSEL shall will be in the nature of advance refunded to the SELLERconsumer along with the Ticket price. AXS will deduct the amounts of such refunds and related chargebacks from the next Settlement Payment that becomes due and payable to AEGP. Notwithstanding anything herein to the contrary, and in the event that AXS is not then currently holding sufficient Ticket proceeds otherwise owing to Client and to be paid to AEGP in the next Settlement Payment, to cover such refunds and related chargebacks (or any other amounts owing to AXS pursuant to this CONTRACT is justifiably cancelled Amendment), AXS may at its election (i) offset the deficiency (or rescinded by amount due, as the BUYERcase may be) against future Settlement Payments, all in accordance with or (ii) invoice AEGP for the specific terms of this CONTRACT permitting such cancellation or rescissiondeficiency, the SELLER which AEGP shall refund to the BUYER in United States Dollars the full amount of all sums already received by the SELLER from the BUYER under this CONTRACT, together with interest (at the rate set out in respective provision thereof) from the date of receipt by the SELLER of the respective instalment(s) to the date of remittance by telegraphic transfer of such refund to the then remit electronically into an account specified by the BUYER. AXS within two (b2) The BUYERbusiness days after receipt of AXS’s obligation for invoice. Additionally, AXS may, in its sole discretion, withhold payment of all refunds until it is holding or has received sufficient amounts to cover the 1st, 2nd, 3rd and 4th instalments shall be subject to the SELLER providing the BUYER with the following Refund Guarantee securing the repayment obligation refunds. AXS will make such refunds for a period of the SELLER under this CONTRACT. As security to the BUYER, the SELLER shall deliver to the BUYER, within sixty (60) Banking Days following the execution of this CONTRACT, a refund guarantee (securing refund of the 1st, 2nd, 3rd and 4th Instalments of the Contract Price) (the “Refund Guarantee”) to be issued by a first class Chinese bank acceptable to the BUYER (hereinafter called the “Refund Guarantor”) in the form as per Exhibit “A” annexed hereto. The Refund Guarantee shall become effective upon the SELLER’s receipt of the 1st Instalment from the BUYER. If the VESSEL has not been delivered and accepted in accordance with the terms of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”), the SELLER is obliged to procure without delay and latest thirty (30) days before after the Expiry Date an extension date upon which AXS is in possession of the Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”)required funds with respect to a particular Event. If the VESSEL is not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before After such Extended Expiry Date, the SELLER is obliged to procure, without delay and latest thirty (3030)-day period, AEGP shall be solely responsible for making all refunds for such Event. With respect to sales of Tickets via Client-controlled and/or AEGP controlled channels (such as the Venue box office, back office or any other Client-controlled and/or AEGP controlled channels), Client or AEGP, respectively will: (i) days before the Extended Expiry Datebe solely responsible for all amounts refunded to customers and (ii) will be solely responsible for processing such refunds. For clarity, another extension with respect to sales of Tickets made directly through AEGP’s merchant account, AEGP will be solely responsible for processing refunds of Tickets, e.g., for any cancelled Events or postponed or rescheduled Events where a refund window is in effect.” 5. Section 13 of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER Agreement shall be entitled to at deleted in its option to cancel the CONTRACT. (c) However, in the event of any dispute between the SELLER entirety and the BUYER with regard to the SELLER’s obligation to repay the instalment or instalments paid by the BUYER and to the BUYER’s right to demand payment from the Refund Guarantor under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII hereof, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award between the SELLER and the BUYER is published. The Refund Guarantor shall not be obligated to make any payment under the Refund Guarantee unless the Final Award orders the SELLER to make repayment. If the SELLER fails to honour the Final Award, then the Refund Guarantor shall refund to the extent the Final Award orders. (d) Expenses and bank charges for receiving and/or cancelling the Refund Guarantee charged by the BUYER’s bank shall be for the BUYER’s account; and the expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank shall be for the SELLER’s account.replaced follows:

Refunds. (ai) All payments made by the BUYER prior to delivery of the VESSEL shall be in the nature of advance to the SELLER, Each Company (and in the event this CONTRACT is justifiably cancelled or rescinded by the BUYER, all in accordance with the specific terms of this CONTRACT permitting such cancellation or rescission, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already received by the SELLER from the BUYER under this CONTRACT, together with interest (at the rate set out in respective provision thereof) from the date of receipt by the SELLER of the respective instalment(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYER. (b) The BUYER’s obligation for payment of the 1st, 2nd, 3rd and 4th instalments shall be subject to the SELLER providing the BUYER with the following Refund Guarantee securing the repayment obligation of the SELLER under this CONTRACT. As security to the BUYER, the SELLER shall deliver to the BUYER, within sixty (60) Banking Days following the execution of this CONTRACT, a refund guarantee (securing refund of the 1st, 2nd, 3rd and 4th Instalments of the Contract Priceits Affiliates) (the “Refund GuaranteeClaiming Company”) to be issued by a first class Chinese bank acceptable to the BUYER (hereinafter called the “Refund Guarantor”) in the form as per Exhibit “A” annexed hereto. The Refund Guarantee shall become effective upon the SELLER’s receipt of the 1st Instalment from the BUYER. If the VESSEL has not been delivered and accepted in accordance with the terms of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”), the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension of the Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”). If the VESSEL is not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before such Extended Expiry Date, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER shall be entitled to at Refunds that relate to Taxes for which it (or its option Affiliates) is liable hereunder. For the avoidance of doubt, to cancel the CONTRACTextent that a particular Refund of Taxes may be allocable to a Straddle Period with respect to which the Parties may share responsibility pursuant to Sections 2 and 3, the portion of such Refund to which each Party will be entitled shall be determined by comparing the amount of payments made by a Party to a Tax Authority or to the other Party (and reduced by the amount of payments received from the other Party) pursuant to Sections 2 and 3 with the Tax liability of such Party as determined under Section 2.01, taking into account the facts as utilized for purposes of claiming such Refund. (cii) HoweverNotwithstanding Section 3.06(a)(i), to the extent a claim for a Refund results in a Correlative Detriment to the other Company (or its Affiliates), any such Refund that is received by the Claiming Company (or its Affiliates) shall, and only to the extent thereof, be paid to the other Company (or its Affiliates) that incurs such Correlative Detriment. (iii) In the event of any dispute between an adjustment relating to Taxes pursuant to a Final Determination for which one Party is responsible under this Agreement which would have given rise to a Refund but for an offset against the SELLER and Taxes for which the BUYER with regard other Party is or may be responsible pursuant to this Agreement (the “Benefited Party”), then the Benefited Party shall pay to the SELLER’s obligation other Party, within ten (10) days of the Final Determination of such adjustment an amount equal to repay the instalment amount of such reduction in the Taxes of the Benefited Party. (iv) Any Refund or instalments portion thereof to which a Claiming Company is entitled pursuant to this Section 3.06(a) that is received or deemed to have been received as described herein by the other Company (or its Affiliates) shall be paid by the BUYER and such other Company to the BUYER’s right to demand payment from the Refund Guarantor under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration Claiming Company in immediately available funds in accordance with Article XIII hereofSection 4. To the extent a Company (or its Affiliates) applies or causes to be applied an overpayment of Taxes as a credit toward or a reduction in Taxes otherwise payable (or a Tax Authority requires such application in lieu of a Refund) and such Refund, if received, would have been payable by such Company to the Claiming Company pursuant to this Section 3.06(a), such Company shall be deemed to have actually received a Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award between the SELLER and the BUYER is published. The Refund Guarantor shall not be obligated to make any payment under the Refund Guarantee unless the Final Award orders the SELLER to make repayment. If the SELLER fails to honour the Final Award, then the Refund Guarantor shall refund to the extent thereof on the Final Award ordersdate on which the overpayment is applied to reduce Taxes otherwise payable. (dv) Expenses Notwithstanding anything to the contrary in this Agreement, any Company that has claimed (or caused one or more of its Affiliates to claim) a Refund shall be liable for any Taxes that become due and bank charges for receiving and/or cancelling payable as a result of the subsequent adjustment, if any, to the Refund Guarantee charged by the BUYER’s bank shall be for the BUYER’s account; and the expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank shall be for the SELLER’s accountclaim.

Refunds. For cancelled Events, or for other reasons in consultation with Client (asuch as postponed or rescheduled Events which provide for a refund window), AXS will process refunds for sales made via AXS’s merchant account on AXS channels, and all fees (with the exception of priority shipping) All payments made by the BUYER prior to delivery of the VESSEL shall will be in the nature of advance refunded to the SELLERconsumer along with the Ticket price. AXS will deduct the amounts of such refunds and related chargebacks from the next Settlement Payment that becomes due and payable to Client. Notwithstanding anything herein to the contrary, and in the event that AXS is not then currently holding sufficient Ticket proceeds otherwise owing to Client in the next Settlement Payment to cover such refunds and related chargebacks (or any other amounts owing to AXS pursuant to this CONTRACT is justifiably cancelled Agreement), AXS may at its election (i) offset the deficiency (or rescinded by amount due, as the BUYERcase may be) against future Settlement Payments, all in accordance with or (ii) invoice Client for the specific terms of this CONTRACT permitting such cancellation or rescissiondeficiency, the SELLER which Client shall refund to the BUYER in United States Dollars the full amount of all sums already received by the SELLER from the BUYER under this CONTRACT, together with interest (at the rate set out in respective provision thereof) from the date of receipt by the SELLER of the respective instalment(s) to the date of remittance by telegraphic transfer of such refund to the then remit electronically into an account specified by the BUYER. AXS within two (b2) The BUYERbusiness days after receipt of AXS’s obligation for invoice. Additionally, AXS may, in its sole discretion, withhold payment of all refunds until it is holding or has received sufficient amounts to cover the 1st, 2nd, 3rd and 4th instalments shall be subject to the SELLER providing the BUYER with the following Refund Guarantee securing the repayment obligation refunds. AXS will make such refunds for a period of the SELLER under this CONTRACT. As security to the BUYER, the SELLER shall deliver to the BUYER, within sixty (60) Banking Days following the execution of this CONTRACT, a refund guarantee (securing refund of the 1st, 2nd, 3rd and 4th Instalments of the Contract Price) (the “Refund Guarantee”) to be issued by a first class Chinese bank acceptable to the BUYER (hereinafter called the “Refund Guarantor”) in the form as per Exhibit “A” annexed hereto. The Refund Guarantee shall become effective upon the SELLER’s receipt of the 1st Instalment from the BUYER. If the VESSEL has not been delivered and accepted in accordance with the terms of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”), the SELLER is obliged to procure without delay and latest thirty (30) days before after the Expiry Date an extension date upon which AXS is in possession of the Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”)required funds with respect to a particular Event. If the VESSEL is not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before After such Extended Expiry Date, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date30)-day period, another extension of the Refund Guarantee Client shall be solely responsible for the same period (i.e. 60 days), and to repeat making all refunds for such extension(s) if neededEvent. If the SELLER does not procure the foregoing extension(s), the BUYER AXS shall be entitled to at its option to cancel deduct and retain all payment administration fees incurred by AXS in connection with the CONTRACT. (c) Howeverrefunded Event, in the event of any dispute between the SELLER and the BUYER with regard to the SELLER’s obligation to repay the instalment or instalments such reimbursement either being paid by the BUYER and Client immediately upon invoice or, at AXS’s sole discretion, such reimbursement amount being deducted from monies owed to the BUYER’s right to demand payment from the Refund Guarantor under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII hereof, the Refund Guarantor shall withhold and defer payment Client under the Refund Guarantee until next Settlement Payment(s), if AXS charges other comparable clients for same. With respect to sales of Tickets via Client-controlled channels (such as the Final Award between the SELLER Venue box office, back office or any other Client-controlled sales channel), Client will: (i) be solely responsible for all amounts refunded to customers and the BUYER (ii) will be solely responsible for processing such refunds. For clarity, with respect to sales of Tickets via Client’s merchant account, Client will be solely responsible for processing refunds of Tickets, e.g., for any cancelled Events or postponed or rescheduled Events where a refund window is published. The Refund Guarantor shall not be obligated to make any payment under the Refund Guarantee unless the Final Award orders the SELLER to make repayment. If the SELLER fails to honour the Final Award, then the Refund Guarantor shall refund to the extent the Final Award ordersin effect. (d) Expenses and bank charges for receiving and/or cancelling the Refund Guarantee charged by the BUYER’s bank shall be for the BUYER’s account; and the expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank shall be for the SELLER’s account.

Refunds. (a) All payments made by the BUYER prior to delivery of the VESSEL shall be in the nature of advance to the SELLER, and in the event this CONTRACT is justifiably cancelled or rescinded by the BUYER, all in accordance with the specific terms of this CONTRACT permitting such cancellation or rescission, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already received by the SELLER from the BUYER under this CONTRACT, together with interest (at the rate set out in respective provision thereof) from the date of receipt by the SELLER of the respective instalment(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYER. (b) The BUYER’s obligation for payment of the 1st, 2nd, 3rd and 4th instalments shall be subject to the SELLER providing the BUYER with the following Refund Guarantee securing the repayment obligation of the SELLER under this CONTRACT. As security to the BUYER, the SELLER shall deliver to the BUYER, within sixty (60) Banking Days following the execution of this CONTRACT, a refund guarantee (securing refund of the 1st, 2nd, 3rd and 4th Instalments of the Contract Price) (the “Refund Guarantee”) to be issued by a first class Chinese bank acceptable to the BUYER (hereinafter called the “Refund Guarantor”) in the form as per Exhibit “A” annexed hereto. The Refund Guarantee shall become effective upon the SELLER’s receipt of the 1st Instalment from the BUYER. If the VESSEL has not been delivered and accepted in accordance with the terms of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”), the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension of the Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”). If the VESSEL is not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before such Extended Expiry Date, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER shall be entitled to at its option to cancel the CONTRACT. (c) However, in the event of any dispute between the SELLER and the BUYER with regard to the SELLER’s obligation to repay the instalment or instalments paid by the BUYER and to the BUYER’s right to demand payment from the Refund Guarantor under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII hereof, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award between the SELLER and the BUYER is published. The Refund Guarantor shall not be obligated to make any payment under the Refund Guarantee unless the Final Award orders the SELLER to make repayment. If the SELLER fails to honour the Final Award, then the Refund Guarantor shall refund Except to the extent a refund or credit is set forth on the Final Award orders. Closing Balance Sheet as an asset and except for refunds or credits resulting from a carryback of an item from a Buyer Year (d) Expenses and bank charges for receiving and/or cancelling the Refund Guarantee charged by the BUYER’s bank which shall be for the BUYER’s account; and account of Buyer), any refunds or credits of Taxes of the expenses and bank charges Companies or the Subsidiaries for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank any Seller Year shall be for the SELLER’s accountaccount of Sellers. Any refunds or credits of Taxes of the Companies or the Subsidiaries for any Buyer Year shall be for the account of Buyer. Any refunds or credits of Taxes for the Companies or the Subsidiaries for any Straddle Period shall be equitably apportioned between Sellers and Buyer. Buyer shall, if Sellers so request and at Sellers' expense, cause the Companies or the Subsidiaries to file for and obtain any refunds or credits to which Sellers are entitled under this Section 2(c). Buyer shall permit Sellers to control the prosecution of any such refund claim and, where deemed appropriate by Sellers, shall cause any Company or any Subsidiary to authorize by appropriate powers of attorney such Persons reasonably satisfactory to Buyer as Sellers shall designate to represent the Company or the Subsidiary with respect to such refund claim, provided that Buyer may participate in any such proceeding at its own expense. Notwithstanding the foregoing, Sellers may not settle or otherwise resolve any refund claim that could affect the Tax liability of Buyer, or any Company or any Subsidiary for periods ending after the Closing Date without the consent of Buyer (such consent not to be unreasonably withheld). Buyer shall pay or cause the Companies or the Subsidiaries to pay to Sellers any such refund within 20 days after the refund is received. Sellers and Buyer shall treat any payments that Sellers shall receive pursuant to this Section 2(c) as an adjustment to the purchase price for tax purposes, unless a final determination (which shall include the execution of a Form 870-AD or successor form) with respect to Buyer causes any such payment not to be treated as an adjustment to the purchase price for Federal Tax purposes.

Refunds. (a) All payments made by the BUYER prior to the delivery of the VESSEL shall be in the nature of advance to the SELLERBUILDER, and in the event this CONTRACT Contract is justifiably rescinded and/or cancelled or rescinded by the BUYER, all in accordance with the specific terms of this CONTRACT Contract or the law permitting such cancellation or rescissioncancellation, the SELLER BUILDER shall refund to the BUYER in United States Dollars the full amount of all sums already received paid by the SELLER from BUYER to the BUYER BUILDER under this CONTRACTContract, together with interest (at the rate set out in respective provision thereofof eight per cent (8%) per annum from the date of receipt by the SELLER of the respective instalment(spayment date(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYER. (b) The . If the BUILDER is required to refund to the BUYER the instalments paid by the BUYER to the BUILDER as provided in this Article, the BUILDER shall return to the BUYER all of the BUYER’s obligation supplies as stipulated in Article V which were not incorporated in the VESSEL and pay to the BUYER an amount equal to the cost to the BUYER of those supplies that were incorporated to the VESSEL. As security to the BUYER for the payment of the 1st, 2nd, 3rd and 4th instalments shall be subject paid prior to the SELLER providing delivery of the BUYER VESSEL, the BUILDER shall, within five (5) banking days prior to each installment, respectively provide the BUYER’s bank with the following an individual Refund Guarantee securing the repayment obligation of the SELLER under this CONTRACT. As security to the BUYER, the SELLER shall deliver to the BUYER, within sixty (60) Banking Days following the execution of this CONTRACT, a refund guarantee (securing refund for each of the 1st, 2nd, 3rd and 4th Instalments of the Contract Price) (the “Refund Guarantee”) instalments to be issued by a first class reputable Chinese and/or international bank and/or international insurance company at the BUILDERS’s option acceptable to the BUYER Buyers and Buyers bank (hereinafter called the “Refund Guarantor”) ), in the form as per and substance of Exhibit “A” annexed heretoA with reasonable amendments, if any. The All four Refund Guarantee shall become effective upon the SELLER’s receipt of the 1st Instalment from the BUYER. If the VESSEL has not been delivered and accepted in accordance Guarantees must be registered with the terms of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”), the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension of the Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”). If the VESSEL is not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before such Extended Expiry Date, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER shall be entitled to at its option to cancel the CONTRACT. (c) However, in the event of any dispute between the SELLER and the BUYER with regard to the SELLER’s obligation to repay the instalment or instalments paid by the BUYER and to the BUYER’s right to demand payment from the Refund Guarantor under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII hereof, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award between the SELLER and the BUYER is published. The Refund Guarantor shall not be obligated to make any payment under the Refund Guarantee unless the Final Award orders the SELLER to make repayment. If the SELLER fails to honour the Final Award, then the Refund Guarantor shall refund to the extent the Final Award orders. (d) Expenses and bank charges for receiving and/or cancelling the Refund Guarantee charged by the BUYER’s bank shall be for the BUYER’s account; and the expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank shall be for the SELLER’s account.SAFE,

Refunds. (a) All payments made by the BUYER prior to delivery of the VESSEL shall be in the nature of advance payments to the SELLER, and in the event this CONTRACT Contract is justifiably rescinded and/or cancelled or rescinded by the BUYER, all in accordance with the specific terms of this CONTRACT Contract permitting such cancellation or rescissionrescission and/or cancellation, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already received paid by the BUYER to the SELLER from the BUYER under this CONTRACTContract, together with interest (at the rate set out in the respective provision thereof) from the date of receipt by the SELLER of the respective instalment(spayment date(s) to the date of remittance by telegraphic transfer of such refund refund, together with interest as applicable, to the account specified by the BUYER. . As security to the BUYER, the BUILDER shall prior to the 1st instalment falling due, provide to the BUYER, a Refund Guarantee (bthe “Refund Guarantee”) The BUYER’s obligation for payment of covering the 1st, 2nd, 3rd and 4th instalments shall be subject to the SELLER providing the BUYER with the following Refund Guarantee securing the repayment obligation of the SELLER under this CONTRACT. As security to the BUYER, the SELLER shall deliver to the BUYER, within sixty (60) Banking Days following the execution of this CONTRACT, a refund guarantee (securing refund of the 1st, 2nd, 3rd and 4th Instalments of the Contract Price) (the “Refund Guarantee”) to be issued by by, a first class Chinese branch of either China Construction Bank or Bank of China or Exim Bank of China or Bank of Communications, or Agricultural Bank of China, or Industrial & Commercial Bank of China, or China Merchant Bank, or Sinosure (Jiangsu Branch),or such other bank acceptable to the BUYER (hereinafter called the “Refund Guarantor”) in at the form as per Exhibit “A” annexed heretoBUILDER’s option and subject to BUYER’s approval, which shall not be unreasonably withheld. The Refund Guarantee shall become effective upon the SELLER’s receipt of the 1st Instalment from the BUYER. If the VESSEL has not been delivered and accepted in accordance with the terms of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”), the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension of the Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”). If the VESSEL is not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before such Extended Expiry Date, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER shall be entitled to at its option to cancel the CONTRACT. (c) However, in the event of any dispute between the SELLER and the BUYER with regard to the SELLER’s obligation to repay the instalment or instalments paid by the BUYER and to Shipbuilding Contract Hull No. 0120833 the BUYER’s right to demand payment from the Refund Guarantor SELLER’S bank, under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII hereof, the Refund Guarantor SELLER’S bank shall withhold and defer payment under the Refund Guarantee until the Final Award arbitration award between the SELLER and the BUYER is published. The Refund Guarantor SELLER’S bank shall not be obligated to make any payment under the Refund Guarantee unless the Final Award arbitration award orders the SELLER to make repayment. If the SELLER fails to honour the Final Awardaward, then the Refund Guarantor SELLER’S bank shall refund to the extent the Final Award orders. (d) Expenses and arbitration award orders without delay according to normal international bank charges for receiving and/or cancelling the Refund Guarantee charged by the BUYER’s bank shall be for the BUYER’s account; and the expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank shall be for the SELLER’s account.practice. Shipbuilding Contract Hull No. 0120833

Refunds. Buyer may, at its option, cause any of the Banner Companies to elect, where permitted by applicable law, to carry forward or waive the carry back of any Tax attribute carryover that would, absent such election, be carried back to a Pre-Closing Period or Straddle Period. Buyer shall promptly notify Seller of and pay (aor cause to be paid) All payments to Seller (A) any refund of Taxes paid by any of the Banner Companies for any Pre-Closing Period received by any of the Banner Companies, and (B) a portion of any refund of Taxes paid by any of the Banner Companies for any Straddle Period (such portion to be allocated consistent with the principles set forth in Section 7.2(d) hereof) received by any of the Banner Companies, in each case, net of any Tax liabilities or increase in Tax liabilities imposed on Buyer or any of the Banner Companies (or any of their respective Affiliates) for any period ending after the Closing Date resulting from such Tax refund; provided, however, that notwithstanding anything to the contrary set forth herein, with respect to the Pre-Closing Period ending on the Closing Date and any Straddle Period, the amount, if any, of any refund payable by Buyer to Seller pursuant to this Section 7.2(i) shall be determined by assuming, for Income Tax purposes, that (1) the Section 338(g) Election had not been made, (2) the Mexican Intercompany Loan was not made by on or before the BUYER Closing Date and (3) no Change of Control Payments are required to be paid or will be paid, or will otherwise accrue for Income Tax purposes, in each case, on or prior to delivery of the VESSEL Closing Date; provided, further, Seller shall not be in the nature of advance entitled to the SELLER, and in the event this CONTRACT is justifiably cancelled or rescinded by the BUYER, all in accordance with the specific terms of this CONTRACT permitting such cancellation or rescission, the SELLER shall any refund to the BUYER in United States Dollars the full amount of all sums already received by the SELLER from the BUYER under this CONTRACT, together with interest (at the rate set out in respective provision thereof) from the date of receipt by the SELLER of the respective instalment(s) to the date of remittance by telegraphic transfer of extent such refund relates to a carryback of a Tax attribute from any period ending after the account specified by Closing Date. Buyer shall pay (or cause to be paid) the BUYER. (b) The BUYER’s obligation for payment of amounts described in the 1st, 2nd, 3rd and 4th instalments shall be subject to the SELLER providing the BUYER with the following Refund Guarantee securing the repayment obligation of the SELLER under this CONTRACT. As security to the BUYER, the SELLER shall deliver to the BUYER, within sixty (60) Banking Days following the execution second sentence of this CONTRACT, a refund guarantee (securing refund of the 1st, 2nd, 3rd and 4th Instalments of the Contract PriceSection 7.2(i) (the “Refund Guarantee”) to be issued by a first class Chinese bank acceptable to the BUYER (hereinafter called the “Refund Guarantor”) in the form as per Exhibit “A” annexed hereto. The Refund Guarantee shall become effective upon the SELLER’s receipt of the 1st Instalment from the BUYER. If the VESSEL has not been delivered and accepted in accordance with the terms of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”), the SELLER is obliged to procure without delay and latest within thirty (30) days before after the Expiry Date an extension actual receipt of the Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”). If the VESSEL is not yet able Tax refund giving rise to be delivered and accepted in accordance with the terms of this CONTRACT before such Extended Expiry Date, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER shall be entitled to at its option to cancel the CONTRACT. (c) However, in the event of any dispute between the SELLER and the BUYER with regard to the SELLERBuyer’s obligation to repay the instalment or instalments paid by the BUYER and to the BUYER’s right to demand make payment from the Refund Guarantor under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance hereunder with Article XIII hereof, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award between the SELLER and the BUYER is published. The Refund Guarantor shall not be obligated to make any payment under the Refund Guarantee unless the Final Award orders the SELLER to make repayment. If the SELLER fails to honour the Final Award, then the Refund Guarantor shall refund to the extent the Final Award ordersrespect thereto. (d) Expenses and bank charges for receiving and/or cancelling the Refund Guarantee charged by the BUYER’s bank shall be for the BUYER’s account; and the expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank shall be for the SELLER’s account.

Refunds. (a) All payments made Purchaser shall, and shall cause its Affiliates to, hold in trust for the benefit of Sellers all refunds (including interest paid thereon by the BUYER prior to delivery a Governmental Authority and any amounts applied against a Tax liability for other taxable periods) of the VESSEL shall be any Taxes not reflected as an asset in the nature calculation of advance Closing Date Working Capital for which Purchaser is entitled to indemnification pursuant to this Agreement (“Sellers’ Refunds”), and, within five (5) Business Days after receipt by Purchaser or any of its Affiliates of any such Sellers’ Refund, Purchaser or its Affiliate, as applicable, shall pay over to Seller the SELLER, and in the event this CONTRACT is justifiably cancelled or rescinded by the BUYER, all in accordance with the specific terms of this CONTRACT permitting such cancellation or rescission, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already received by the SELLER from the BUYER under this CONTRACT, together with interest (at the rate such Seller’s Refund without right of set out in respective provision thereof) from the date of receipt by the SELLER of the respective instalment(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYERoff or counterclaim. (b) The BUYERSellers shall, and shall cause their Affiliates to, hold in trust for the benefit of Purchaser and its Affiliates all refunds (including interest paid thereon by a Governmental Authority and any amounts applied against a Tax Liability for other taxable periods) of any Taxes for which Sellers are entitled to indemnification pursuant to this Agreement (“Purchaser’s obligation for payment of the 1st, 2nd, 3rd and 4th instalments shall be subject to the SELLER providing the BUYER with the following Refund Guarantee securing the repayment obligation of the SELLER under this CONTRACT. As security to the BUYER, the SELLER shall deliver to the BUYERRefunds”) and, within sixty (60) Banking Days following the execution of this CONTRACT, a refund guarantee (securing refund of the 1st, 2nd, 3rd and 4th Instalments of the Contract Price) (the “Refund Guarantee”) to be issued by a first class Chinese bank acceptable to the BUYER (hereinafter called the “Refund Guarantor”) in the form as per Exhibit “A” annexed hereto. The Refund Guarantee shall become effective upon the SELLER’s receipt of the 1st Instalment from the BUYER. If the VESSEL has not been delivered and accepted in accordance with the terms of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (4355) days after Business Days of receipt by Sellers or any of their Affiliates of any such Purchaser’s Refund, Sellers or and their Affiliate, as applicable, shall pay over to Purchaser the Delivery Date in Article VII.1 amount of this CONTRACT (the “Expiry Date”), the SELLER is obliged to procure Purchaser’s Refund without delay and latest thirty (30) days before the Expiry Date an extension right of the Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”). If the VESSEL is not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before such Extended Expiry Date, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER shall be entitled to at its option to cancel the CONTRACTset off or counterclaim. (c) HoweverUpon the request of Sellers, Purchaser will file, or cause a Conveyed Entity or its Affiliate to file, claims for Sellers’ Refunds, in such form as Sellers may reasonably request; provided, however, that the event filing of any dispute between such claim will not result in any prejudice to Purchaser or its Affiliates. Sellers will have the SELLER and the BUYER with regard to the SELLER’s obligation to repay the instalment or instalments paid by the BUYER and to the BUYER’s sole right to demand payment from the Refund Guarantor under its guaranteeprosecute any claims for Sellers’ Refunds (by suit or otherwise) at Sellers’ expense and with counsel of Sellers’ choice. Purchaser will cooperate, and such dispute is submitted either by cause the SELLER appropriate Conveyed Entity or by the BUYER for arbitration Affiliate to cooperate, fully, at Sellers’ expense, with Sellers and their counsel in accordance with Article XIII hereof, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award between the SELLER and the BUYER is published. The Refund Guarantor shall not be obligated to make any payment under the Refund Guarantee unless the Final Award orders the SELLER to make repayment. If the SELLER fails to honour the Final Award, then the Refund Guarantor shall refund to the extent the Final Award ordersconnection therewith. (d) Expenses Upon the request of Purchaser, Sellers shall and bank charges shall cause their Affiliates to file, claims for receiving and/or cancelling Purchaser’s Refunds, in such form as Purchaser may reasonably request; provided, however, that the Refund Guarantee charged filing of any such claim will not result in any prejudice to Sellers or their Affiliates. Purchaser will have the sole right to prosecute any claims for Purchaser’s Refunds (by suit or otherwise) at Purchaser’s expense and with counsel of Purchaser’s choice. Sellers will cooperate, and cause their Affiliates to cooperate, fully, at Purchaser’s expense, with Purchaser and its counsel in connection therewith. (e) Except as provided in Section 7.7(a) and Section 7.7(b) hereof, any refunds of Taxes other than Sellers’ Refunds and Purchaser’s Refunds will be the BUYER’s bank property of the payee of such refunds and no other Party or its Affiliates will have any right to such refunds. (f) To the extent reasonably requested by Sellers, and within (30) days of such request, Purchaser and its Affiliates shall grant to Sellers appropriate powers of attorney as may reasonably be for the BUYER’s account; and the expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank shall be for the SELLER’s accountnecessary to prosecute or defend its rights hereunder.

Refunds. ‌ (a) All payments made The entire process of refunds through electronic clearance shall be completed within time prescribed by the BUYER prior to delivery of the VESSEL shall be SEBI, Stock Exchanges and under Applicable Law, in the nature of advance this regard. Subject to the SELLERprovisions of this Agreement, and it is agreed that in the event this CONTRACT is justifiably cancelled or rescinded the Refund Bank does not comply with the refund instructions issued by the BUYERRegistrar or Company, all it shall be liable to pay the interest in accordance with Applicable Law on the specific terms amount liable to be refunded for every such day of this CONTRACT permitting delay, provided that all the Parties agree that on the payment of such cancellation or rescissioninterest amount, the SELLER shall refund Refund Bank shall, subject to applicable statutory / regulatory requirements including the BUYER in United States Dollars requirements of the full amount SEBI ICDR Regulations, stand absolved of all sums already received or any other liability that may arise due to such non-compliance with the refund instructions issued by the SELLER from the BUYER under this CONTRACT, together with interest (at the rate set out in respective provision thereof) from the date of receipt by the SELLER of the respective instalment(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYERRegistrar or Company. (b) The BUYER’s obligation for payment In the event of a failure to complete the Issue in accordance with Clause 3.1.2 and/or Clause 3.3 of this Agreement, if the Application Monies have already been transferred to the Allotment Account, then upon receipt of written instructions from the Registrar, in the form provided in Annexure E, the Banker to the Issue shall forthwith transfer the amounts lying to the credit of the 1st, 2nd, 3rd Allotment Account to the Refund Account and 4th instalments the Refund Bank shall make payments in accordance with Applicable Law. All refunds under this Agreement shall be payable by the Refund Bank and until such refunds are paid as agreed herein, the monies lying in the Refund Account shall be held for the benefit of the Beneficiaries without any right or lien thereon. (c) The refunds pertaining to amounts in the Refund Account shall be made by the Refund Bank to the respective Applicants as per this Agreement, . (d) Any returns/rejects from NACH/NEFT/RTGS/direct credit will be refunded by way of demand drafts / direct transfers by the Refund Bank. The Refund Bank for such refunds will act in accordance with the instructions of the Registrar for issuances of these instruments. (e) Online validation at the point of payment by the Refund Bank is subject to the SELLER Registrar providing the BUYER with the following Refund Guarantee securing the repayment obligation of the SELLER under this CONTRACT. As security to the BUYER, the SELLER shall deliver to the BUYER, within sixty complete master lists (60) Banking Days following the execution of this CONTRACT, a refund guarantee (securing refund of the 1st, 2nd, 3rd and 4th Instalments of the Contract Price) (the “Refund GuaranteeMasters”) to the Refund Bank, in the format specified by the Refund Bank. The refund warrants shall be issued by a first class Chinese bank acceptable paid after validating the cheque / demand draft number, warrant number and amount with the Master provided to the BUYER (hereinafter called Banker to the “Refund Guarantor”) Issue and after ensuring that the refund warrants have not been materially altered in any manner whatsoever. The Registrar shall ensure that any change in the form Masters is communicated to the Refund Bank immediately to ensure timely refund. The Registrar shall be liable for all consequences which may arise as a result of delay or error in such communication of the aforesaid changes to the Refund Bank and the Refund Bank disclaims all liabilities for effecting a payment as per Exhibit “A” annexed heretothe Masters in their possession. The Refund Guarantee Bank shall become effective upon the SELLER’s receipt be responsible for reconciliation of the 1st Instalment from Refund Account with the BUYERMasters provided by the Registrar and the Refund Bank shall provide a list of paid/ unpaid cases at regular intervals or as desired by the Registrar and/or the Company. If Any inconsistencies observed by the VESSEL has Refund Bank between the Refund Account and the Masters shall be discussed with the Registrar, the Company, prior to dispatch of refund. (f) The Registrar will be responsible for the dispatch of letters of Allotment / Allotment Advice / refund intimation or other permissible means to communication allotment and refund details in a timely manner. (g) The Refund Bank reserves the right to not been delivered and accepted dispatch the refund, if they are not mentioned in accordance the Masters provided by the Registrar, or in case of any mismatch in any of the fields when compared for validation with the Masters. (h) The Banker to the Issue shall comply with the terms of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”)Agreement, the SELLER is obliged Letter of Offer and all Applicable Laws, directives or instructions issued by the Registrar to procure without delay and latest thirty the Issue, in connection with its responsibilities as a Banker to the Issue. (30i) days before the Expiry Date an extension of the The Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”). If the VESSEL is not yet able to be delivered and accepted in accordance Bank shall comply with the terms of this CONTRACT before such Extended Expiry DateAgreement, the SELLER is obliged Letter of Offer and all Applicable Laws, directives or instructions issued by the Registrar to procurethe Issue, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the in connection with its responsibilities as a Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER shall be entitled to at its option to cancel the CONTRACTBank. (cj) However, in the event of any dispute between the SELLER The Registrar and the BUYER with regard to Refund Bank shall ensure that the SELLER’s obligation to repay refund for un-allotted or partially Allotted Applications is completed on or before T+1 day, T being the instalment or instalments paid by the BUYER and to the BUYER’s right to demand payment from the Refund Guarantor under its guaranteeBasis of Allotment day, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII hereof, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award between the SELLER and the BUYER is published. The Refund Guarantor shall not be obligated to make any payment under the Refund Guarantee unless the Final Award orders the SELLER to make repayment. If the SELLER fails to honour the Final Award, then the Refund Guarantor shall refund to the extent the Final Award ordersApplicable Law. (d) Expenses and bank charges for receiving and/or cancelling the Refund Guarantee charged by the BUYER’s bank shall be for the BUYER’s account; and the expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank shall be for the SELLER’s account.

Refunds. All refunds of Taxes of a Holdings Entity attributable to any Tax Return filed by or with respect to an Acquired Company or Horizon LLC (aor any of its predecessors) All payments made by for a Pre-Closing Tax Period (net of any documented, out-of-pocket expenses of Parent or its Affiliates (including the BUYER prior Surviving Corporation) reasonably incurred to delivery obtain such refund and net of the VESSEL shall be in the nature any portion of advance to the SELLER, such Tax refund that is attributable (as determined on a with and in the event this CONTRACT is justifiably cancelled or rescinded by the BUYER, all in accordance with the specific terms of this CONTRACT permitting such cancellation or rescission, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already received by the SELLER from the BUYER under this CONTRACT, together with interest (at the rate set out in respective provision thereof) from the date of receipt by the SELLER of the respective instalment(swithout basis) to the date carryback of remittance a Tax attribute (including a net operating loss, net capital loss, foreign tax credit, or research and development credit) arising in a Post-Closing Tax Period) (a “Pre-Closing Tax Refund”), shall be the property of Holdings. All Pre-Closing Tax Refunds received by telegraphic transfer of such refund to Horizon LLC shall be deposited in the account specified by the BUYER. (b) The BUYER’s obligation for payment of the 1st, 2nd, 3rd and 4th instalments shall Merger Sub 2 as agent of Horizon LLC to be held subject to the SELLER providing the BUYER with the following Refund Guarantee securing the repayment obligation of the SELLER under this CONTRACT. As security to the BUYER, the SELLER shall deliver to the BUYER, within sixty (60) Banking Days following the execution of this CONTRACT, a refund guarantee (securing refund of the 1st, 2nd, 3rd and 4th Instalments of the Contract Price) (the “Refund Guarantee”) to be issued by a first class Chinese bank acceptable to the BUYER (hereinafter called the “Refund Guarantor”) in the form as per Exhibit “A” annexed hereto. The Refund Guarantee shall become effective upon the SELLER’s receipt of the 1st Instalment from the BUYER. If the VESSEL has not been delivered and accepted in accordance with the terms of this CONTRACT before the specific expiry date as stipulated Section 6.12 unless and until such amounts are no longer subject to offset against, or retention by Parent in Exhibit “A” annexed hereto connection with, an indemnification claim by a Parent Indemnitee pursuant to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”), the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension of the Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”). If the VESSEL is not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before Section 6.12 (or, to the extent such Extended Expiry DatePre-Closing Tax Refund relates to 280E, until the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension expiration of the statute of limitations for an audit, review or other examination of such Tax Return underlying such 280E Pre-Closing Tax Refund Guarantee for by the same period applicable Governmental Authority (i.e. 60 daysor the conclusion of any such audit, review or examination) all pursuant to the terms of this Section 6.12). To the extent such Pre-Closing Tax Refunds are subject to an indemnification claim by a Parent Indemnitee pursuant to the terms of Section 6.03, and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER Merger Sub 2 shall be entitled to retain such amount. Promptly upon receipt of any Pre-Closing Tax Refund (other than a 280E Pre-Closing Tax Refund), and in no event later than ten (10) Business Days after such receipt by Parent or its Affiliates (including the Surviving Companies), Parent shall, at its option sole option, pay the amount of such Pre-Closing Tax Refund to cancel Holdings by (x) wire transfer of immediately available funds, or (y) issuance of Parent Shares (rounded up to the CONTRACT. nearest whole number) equal to the quotient of (cA) Howeverthe Canadian dollar equivalent (based on the average exchange rate posted by the Bank of Canada as of the end of each trading day during the period described in the following clause (B)) of the Pre-Closing Tax Refund, divided by (B) the 20-day volume weighted average price of the Parent Shares ending on the day prior to such issuance on the Exchange, as reported by Bloomberg Finance L.P.; provided that, for any such refund, if at the time such Pre-Closing Tax Refund would otherwise be payable to Holdings pursuant to this Section 6.12, without limiting the applicability of any survival periods or other limitations on the indemnification obligations pursuant to Section 6.03 or Article IX, it has been agreed or finally adjudicated that Parent Indemnitee is entitled to indemnification for a Loss under Section 6.03 or Article IX, Parent may retain such Pre-Closing Tax Refund, or a portion thereof, in the event amount of such Loss, and the indemnification obligations under Section 6.03 and Article IX with respect to such Loss shall be reduced by the amount of such Pre-Closing Tax Refund retained pursuant to this Section 6.12. The amount of any dispute between Pre-Closing Tax Refund arising from any 280E Liability due to Holdings under this Section 6.12, including, without limitation, any such Pre-Closing Tax Refund arising from the SELLER Acquired Companies’ filing of amended federal income Tax Returns for any Pre-Closing Period (a “280E Pre-Closing Tax Refund”), shall be retained and held by the BUYER Surviving Companies until the expiration of the statute of limitations for an audit, review or other examination of such Tax Return underlying such 280E Pre-Closing Tax Refund by the applicable Governmental Authority (or the conclusion of any such audit, review or examination) (each, a “Refund Holding Period”), at which time the amount of such 280E Pre-Closing Tax Refund, less any 280E Liability determined to be payable in connection with regard such 280E Pre-Closing Tax Refund taking into account any then-remaining 280E Tax Reserve and any other cash reserve specifically designated as being a reserve solely for unpaid Taxes, or other amounts payable in connection with any such audit, review or examination (the “Net Pre-Closing Tax Refund”), shall be (a) applied to the SELLER’s obligation to repay calculation and determination of the instalment Earnout Amount and Forfeiture Amount and permanently retained by Parent and its Affiliates, or instalments paid by the BUYER and to the BUYER’s right to demand payment from the Refund Guarantor under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII hereof, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award between the SELLER and the BUYER is published. The Refund Guarantor shall not be obligated to make any payment under the Refund Guarantee unless the Final Award orders the SELLER to make repayment. If the SELLER fails to honour the Final Award, then the Refund Guarantor shall refund (b) to the extent that the Final Award orders. Earnout Amount and Forfeiture Amount have previously been calculated and determined, paid not later than ten (d10) Expenses and bank charges for receiving and/or cancelling Business Days after the expiration of the Refund Guarantee charged Holding Period, by Parent to Holdings of the Net Pre-Closing Tax Refund by either, at Parent’s sole option, (x) wire transfer of immediately available funds, or (y) issuance of Parent Shares (rounded up to the nearest whole number) equal to the quotient of (A) the Canadian dollar equivalent (based on the average exchange rate posted by the BUYER’s bank Bank of Canada as of the end of each trading day during the period described in the following clause (B)) of the Net Pre-Closing Tax Refund, divided by (B) the 20-day volume weighted average price of the Parent Shares ending on the day prior to such issuance on the Exchange, as reported by Bloomberg Finance L.P. Parent shall, and shall cause each applicable Acquired Company to, reasonably cooperate with Holdings in filing any amended Tax Return with respect to New Horizon as necessary to claim Tax refunds, credits or other recoveries (including filing amended Tax Returns), it being acknowledged and agreed that the filing of such amended Tax Returns shall be solely within the control of Holdings and that Holdings may file such amended Tax Returns by taking the position that Section 280E does not apply to New Horizon (including any of its predecessors), or any Acquired Company if Holdings receives a tax opinion of counsel that is reasonably acceptable to Parent, with respect to such position, which opinion shall be based on the then applicable Tax law, including any statutes, regulations, and any interpretation of the forgoing by official IRS guidance, or a judicial decision published by a United States federal court, including the United States Tax Court (for the BUYER’s account; and the expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank shall be for the SELLER’s accountavoidance of doubt, disregarding any dicta or footnotes in any such decision).

Refunds. (ai) All payments made If Payee shall become aware that it is entitled to receive a refund or credit from a Governmental Authority in respect of Indemnified Taxes, Other Taxes or any additional amounts for which such Payee has been indemnified by Borrower pursuant to this Section, or with respect to which any Credit Party has paid additional amounts pursuant to this Section, it shall promptly notify Borrower of the availability of such refund or credit; provided, that, no Payee shall be under any duty to inquire into or investigate the availability of any such refund or credit. Borrower may request that such Payee seek a refund of, or credit in respect of, such amounts, provided that Payee shall not be obligated to seek any such refund or credit until Borrower shall have (A) advanced to Payee such amounts as Payee shall reasonably determine to be sufficient to cover its costs and expenses in seeking such refund or claiming the benefit of such credit, and (B) undertaken, in such form as Payee shall reasonably determine to be appropriate to protect its interests, to fund any costs and expenses of Payee in excess of those covered by the BUYER prior to delivery advance described in clause (A). Within 30 days after receipt of a request by the Borrower and satisfaction of the VESSEL foregoing conditions precedent, Payee shall be in the nature of advance make a claim to the SELLERappropriate Governmental Authority for such refund or credit. (ii) If as a result of the claim for refund or credit described in clause (i) above or otherwise, Payee receives a refund or secures the application of a credit in respect of any Indemnified Taxes, Other Taxes or any other amounts as to which it has been indemnified by Borrower pursuant to this Section, or with respect to which any Credit Party has paid additional amounts pursuant to this Section, such Payee shall promptly notify Borrower of such refund or credit and in the event this CONTRACT is justifiably cancelled or rescinded by the BUYERshall, all in accordance with the specific terms of this CONTRACT permitting such cancellation or rescission, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already received by the SELLER from the BUYER under this CONTRACT, together with interest within thirty (at the rate set out in respective provision thereof30) days from the date of receipt by the SELLER of the respective instalment(s) to the date of remittance by telegraphic transfer of such refund or the application of such credit, pay over to Borrower (but only to the account specified extent of indemnity payments made, or additional amounts paid, by Borrower or any Credit Party under this Section with respect to the Indemnified Taxes, Other Taxes or any other amounts giving rise to such refund or credit) the excess, if any, of (A) the amount of such refund or credit (including any interest paid by the BUYER. Governmental Authority with respect to such refund or credit), over (bB) The BUYER’s obligation for payment the sum of the 1st(1) all out-of-pocket expenses of such Payee in excess of any advances theretofore made by Borrower, 2nd, 3rd and 4th instalments shall be subject plus (2) any Taxes levied on or attributable to the SELLER providing the BUYER with the following Refund Guarantee securing the repayment obligation receipt by Payee of the SELLER under such refund or credit, such that, after making any payment to Borrower required by this CONTRACT. As security Section 2.20(h), Payee shall have received and retained an amount equal to the BUYERMake-Whole Amount; provided, that, Borrower, upon the SELLER shall deliver request of such Payee agrees to repay any amount paid over to Borrower (plus penalties, interest or other charges due to the BUYER, within sixty (60) Banking Days following the execution of this CONTRACT, a refund guarantee (securing refund of the 1st, 2nd, 3rd and 4th Instalments of the Contract Price) (the “Refund Guarantee”Governmental Authority in connection therewith) to be issued by a first class Chinese bank acceptable to the BUYER (hereinafter called the “Refund Guarantor”) in the form as per Exhibit “A” annexed hereto. The Refund Guarantee shall become effective upon the SELLER’s receipt of the 1st Instalment from the BUYER. If the VESSEL has not been delivered and accepted in accordance with the terms of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”), the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension of the Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”). If the VESSEL is not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before such Extended Expiry Date, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER shall be entitled to at its option to cancel the CONTRACT. (c) However, Payee in the event of any dispute between the SELLER and the BUYER with regard to the SELLER’s obligation such Payee is required to repay the instalment or instalments paid by the BUYER and to the BUYER’s right to demand payment from the Refund Guarantor under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII hereof, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award between the SELLER and the BUYER is published. The Refund Guarantor shall not be obligated to make any payment under the Refund Guarantee unless the Final Award orders the SELLER to make repayment. If the SELLER fails to honour the Final Award, then the Refund Guarantor shall refund to such Governmental Authority or is disallowed the extent benefit of the Final Award ordersclaimed credit. (d) Expenses and bank charges for receiving and/or cancelling the Refund Guarantee charged by the BUYER’s bank shall be for the BUYER’s account; and the expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank shall be for the SELLER’s account.

Refunds. (a) All payments made by Except with respect to any refund arising from the BUYER prior to delivery carryback of any post-Closing Tax loss, deduction or credit of the VESSEL Company, any refunds or credits of Taxes with respect to the Company or any of its Subsidiaries for any period (or portion thereof) ending on or before the Closing Date (other than Balance Sheet Taxes, which shall be for Buyer's account) shall be for the account of Seller ("PRE-CLOSING TAX REFUNDS"). Buyer shall (1) if Seller so requests in writing and at Seller's expense, cause the relevant entity (Buyer, Company, Subsidiary or any successor) to file for and obtain any Pre-Closing Tax Refunds, including through the prosecution of any administrative or judicial proceeding which Seller, in its sole and absolute discretion, chooses to direct such entity to pursue, and (2) permit Seller to control (at Seller's expense) the prosecution of any claim for Pre-Closing Tax Refunds, and when deemed appropriate by Seller, shall cause the relevant entity to authorize by appropriate power of attorney such person as Seller shall designate to represent such entity with respect to such refund claimed; PROVIDED that, if filing for and obtaining such Pre-Closing Tax Refund would materially and adversely affect the Tax liability or Tax attributes of the Company or any Subsidiary for any Tax period (or portion thereof) ending after the Closing Date ("ADVERSE TAX CONSEQUENCES"), Buyer shall have no obligation, and Seller shall have no right to cause or request Buyer to file for and obtain any Pre-Closing Tax Refund, unless Seller agrees in writing reasonably acceptable to Buyer to reimburse and indemnify Buyer against any such Adverse Tax Consequences; PROVIDED, however, that Seller shall have no obligation to provide such written agreement or to reimburse and indemnify Buyer against any such Adverse Tax Consequences unless Buyer, at Seller's request, provides Seller with a written description of the nature of advance and good faith estimate of the amount of such Adverse Tax Consequences based on information reasonably available to the SELLERBuyer at the time of such request; AND FURTHER PROVIDED that, and with respect to the description of claims for the specifically identified Pre-Closing Tax Refunds set forth in Section 5.3 of the event this CONTRACT Seller Disclosure Schedule, Buyer has agreed that there are no Adverse Tax Consequences, other than liability for any Taxes, interest or other reasonable expenses that may be incurred with respect to obtaining or receiving such refund. Buyer shall forward to Seller any such refund, less, in each case, any Taxes, interest or other reasonable expenses of Buyer with respect to obtaining or receiving such refund, promptly after the refund is justifiably cancelled received or rescinded any such credit at the time such credit results in an actual reduction of Taxes otherwise payable by Buyer or the BUYER, all in accordance with the specific terms of this CONTRACT permitting such cancellation or rescissionCompany. If Buyer, the SELLER Company or any of its Subsidiaries becomes aware of a reasonable basis for claiming a Pre-Closing Tax Refund to which Seller is entitled hereunder, Buyer shall refund to the BUYER in United States Dollars the full amount notify Seller of all sums already received by the SELLER from the BUYER under this CONTRACT, together with interest any such Pre-Closing Tax Refund (at the rate set out in respective provision thereof) from the date of receipt by the SELLER of the respective instalment(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYER. (b) The BUYER’s obligation for payment of the 1st, 2nd, 3rd and 4th instalments shall be subject to the SELLER providing the BUYER with the following Refund Guarantee securing the repayment obligation of the SELLER under this CONTRACT. As security to the BUYERit being understood that Buyer, the SELLER Company and its Subsidiaries shall deliver not have any duty to investigate the BUYER, within sixty (60) Banking Days following the execution existence of this CONTRACT, a refund guarantee (securing refund of the 1st, 2nd, 3rd and 4th Instalments of the Contract Price) (the “Refund Guarantee”) to be issued by a first class Chinese bank acceptable to the BUYER (hereinafter called the “Refund Guarantor”) in the form as per Exhibit “A” annexed hereto. The Refund Guarantee shall become effective upon the SELLER’s receipt of the 1st Instalment from the BUYER. If the VESSEL has not been delivered and accepted in accordance with the terms of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”), the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension of the Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”any such potential Pre-Closing Tax Refund). If the VESSEL is not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before such Extended Expiry Date, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER Buyer shall be entitled to any refund or credit of Taxes arising from the carryback of any post-Closing Tax losses, deductions, or credit of the Company (a "CARRYBACK"), and Seller and its Affiliates shall promptly forward such refund to Buyer after the refund is received or any such credit at the time such credit results in an actual reduction of Taxes otherwise payable by Seller or its option to cancel the CONTRACT. (c) HoweverAffiliates, less, in each case, any Taxes, interest or other reasonable expenses of Seller with respect to obtaining or receiving such refund; PROVIDED, however, that if, notwithstanding the event provisions of any dispute between the SELLER and the BUYER with regard Section 5.3(i) hereof, Seller consents to the SELLER’s obligation filing of an amended Tax Return for the purpose of permitting Buyer to repay obtain a refund from a Carryback, then Buyer shall agree in writing to indemnify Seller against any material and adverse effect of the instalment filing for and obtaining such Carryback on the Tax liability or instalments Tax attributes of Seller. Notwithstanding the foregoing, the control of the prosecution of a claim for refund or credit for Taxes paid pursuant to a deficiency assessed subsequent to the Closing Date as the result of an audit shall be governed by the BUYER and to the BUYER’s right to demand payment from the Refund Guarantor under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII hereof, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award between the SELLER and the BUYER is published. The Refund Guarantor shall not be obligated to make any payment under the Refund Guarantee unless the Final Award orders the SELLER to make repayment. If the SELLER fails to honour the Final Award, then the Refund Guarantor shall refund to the extent the Final Award ordersprovisions of Section 5.3(e). (d) Expenses and bank charges for receiving and/or cancelling the Refund Guarantee charged by the BUYER’s bank shall be for the BUYER’s account; and the expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank shall be for the SELLER’s account.

Refunds. (a) All payments made by Buyer and/or the BUYER prior Company shall pay or cause to delivery of the VESSEL shall be in the nature of advance paid to the SELLERSellers, and in the event this CONTRACT is justifiably cancelled or rescinded by the BUYER, all in accordance with their respective Allocable Portions, any refunds of Taxes of the specific terms Company or any of its Subsidiaries plus any interest received with respect thereto from the applicable Taxing Authorities for any Pre-Closing Tax Period or Pre-Closing Straddle Period for which Sellers are responsible pursuant to this CONTRACT permitting Agreement (including, without limitation, refunds arising from amended returns filed after the Closing Date) within ten (10) Business Days after Buyer or the Company or any of its Subsidiaries receives such cancellation or rescissionrefund; provided, however, that amounts payable to Optionholders shall be paid to the Company for further payment by the Company to each Optionholder in accordance with each Optionholder’s Allocable Portion through payroll as set forth in Section 2(f)(ii). Buyer agrees that it will not carry back losses from Post-Closing Tax Periods to Pre-Closing Tax Periods. Notwithstanding the foregoing sentence, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already received by any such refund which is for the SELLER from the BUYER under this CONTRACT, together with interest (at the rate set out in respective provision thereof) from the date of receipt by the SELLER benefit of the respective instalment(sSellers (i) to shall be reduced by (A) the date amount of remittance by telegraphic transfer any Taxes, if any, on or incurred as a result of such refund and any costs and expenses incurred in connection with obtaining such refund and (B) the amount of outstanding claims pursuant to the account specified by the BUYER. Section 6(d)(i); and (bii) The BUYER’s obligation for payment of the 1st, 2nd, 3rd and 4th instalments shall be subject to the SELLER providing the BUYER with the following Refund Guarantee securing the repayment obligation of the SELLER under this CONTRACT. As security to the BUYER, the SELLER shall deliver to the BUYER, within sixty not include any refund (60) Banking Days following the execution of this CONTRACT, a refund guarantee (securing refund of the 1st, 2nd, 3rd and 4th Instalments of the Contract Price) (the “Refund Guarantee”) to be issued by a first class Chinese bank acceptable to the BUYER (hereinafter called the “Refund Guarantor”) in the form as per Exhibit “A” annexed hereto. The Refund Guarantee shall become effective upon the SELLER’s receipt of the 1st Instalment from the BUYER. If the VESSEL has not been delivered and accepted in accordance with the terms of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”), the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension of the Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”). If the VESSEL is not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before such Extended Expiry Date, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee which for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER shall be entitled to at its option to cancel the CONTRACT. (c) However, in the event avoidance of any dispute between the SELLER and the BUYER with regard to the SELLER’s obligation to repay the instalment or instalments paid by the BUYER and to the BUYER’s right to demand payment from the Refund Guarantor under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII hereof, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award between the SELLER and the BUYER is published. The Refund Guarantor shall not be obligated to make any payment under the Refund Guarantee unless the Final Award orders the SELLER to make repayment. If the SELLER fails to honour the Final Award, then the Refund Guarantor shall refund to the extent the Final Award orders. (d) Expenses and bank charges for receiving and/or cancelling the Refund Guarantee charged by the BUYER’s bank doubt shall be for the BUYER’s accountbenefit of the Buyer) (A) that results from an adjustment in Tax for a Pre-Closing Tax Period that results in an increase in Tax (exclusive of any Tax on the refund) for any Post-Closing Tax Period; (B) that was included in the calculation of either the Estimated Working Capital or Final Working Capital; (C) for Transfer Taxes or (D) attributable to the carry back of any Tax asset attributable to a taxable period (or portion thereof) beginning following the Closing. To the extent a refund that gave rise to a payment by the Buyer and/or the Company to the Sellers, is subsequently disallowed, or otherwise reduced, the Sellers will be responsible, severally and not jointly, to return (all or the expenses and bank charges for issuing applicable portion) of the refund recovered from the Buyer and/or cancelling the Refund Guarantee Company plus (i) interest charged by the SELLER’s bank shall be for Governmental Entity on such refund; and (ii) reasonable costs and expenses imposed on the SELLER’s accountBuyer and/or the Company by a third-party as a result of such disallowance or reduction.

Refunds. (a) All payments made In the event that a refund of Income Tax (other than a refund attributable to a carryback of a loss or tax credit) is received by Industries with respect to a Federal Consolidated Return or a State Consolidated Return for any taxable year or portion thereof ending on or before a Subsidiary's Split-off Date, the BUYER prior portion of such refund which is attributable to delivery items of the VESSEL a Subsidiary shall be in the nature of advance promptly paid by Industries to the SELLERsuch Subsidiary, and together with any interest received on such portion; provided, however, that in the event this CONTRACT that a refund is justifiably cancelled received with respect to an amount of a Deficiency which was paid by Industries or rescinded by the BUYER, all a Subsidiary in accordance with the specific terms of this CONTRACT permitting such cancellation or rescissionSection 3 above, the SELLER Industries and each Subsidiary shall refund be entitled to the BUYER in United States Dollars the full amount portion of all sums already received by the SELLER from the BUYER under this CONTRACTsuch refund, together with interest (at thereon, which is the rate set out in respective provision thereof) from same as the date of receipt by the SELLER proportion of the respective instalment(s) to the date of remittance Deficiency which was paid by telegraphic transfer of such refund to the account specified by the BUYERparty. (b) The BUYER’s obligation In the event that a Subsidiary has a net operating loss, net capital loss or credits against tax for payment a taxable year beginning after such Subsidiary's Split-off Date which, under applicable federal or state law, may be carried back to a Consolidated Federal Return or State Consolidated Return for a taxable period or portion thereof of the 1stSubsidiary which ends on or before such Subsidiary's Split-off Date, 2ndIndustries shall pay to such Subsidiary, 3rd and 4th instalments within ten (10) days of the receipt of such refund, the amount of the Income Tax benefit actually received by the Affiliated Group or the applicable state consolidated, combined or unitary group, as the case may be, as a result of such carryback. The tax benefit received as a result of a carryback shall be subject considered to be equal to the SELLER providing excess of (i) the BUYER with Income Taxes which would have been payable for the taxable period to which the loss or credit is carried in the absence of such carryback over (ii) the Income Taxes actually payable for such period after taking such carryback into effect. In the event that any portion of a carryback is disallowed following Refund Guarantee securing the repayment obligation payment to a Subsidiary of the SELLER under this CONTRACT. As security tax benefit received from such carryback, the Subsidiary shall repay to Industries the amount which would not have been payable to the BUYER, Subsidiary hereunder if only the SELLER shall deliver to the BUYER, within sixty (60) Banking Days following the execution of this CONTRACT, a refund guarantee (securing refund portion of the 1st, 2nd, 3rd and 4th Instalments of the Contract Price) (the “Refund Guarantee”) to be issued by a first class Chinese bank acceptable to the BUYER (hereinafter called the “Refund Guarantor”) in the form as per Exhibit “A” annexed hereto. The Refund Guarantee shall become effective upon the SELLER’s receipt of the 1st Instalment from the BUYER. If the VESSEL has not carryback actually allowed had been delivered and accepted in accordance with the terms of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”), the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension of the Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”). If the VESSEL is not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before such Extended Expiry Date, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER shall be entitled to at its option to cancel the CONTRACT. (c) However, in the event of any dispute between the SELLER and the BUYER with regard to the SELLER’s obligation to repay the instalment or instalments paid by the BUYER and to the BUYER’s right to demand payment from the Refund Guarantor under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII hereof, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award between the SELLER and the BUYER is published. The Refund Guarantor shall not be obligated to make any payment under the Refund Guarantee unless the Final Award orders the SELLER to make repayment. If the SELLER fails to honour the Final Award, then the Refund Guarantor shall refund to the extent the Final Award orders. (d) Expenses and bank charges for receiving and/or cancelling the Refund Guarantee charged by the BUYER’s bank shall be for the BUYER’s account; and the expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank shall be for the SELLER’s taken into account.

Refunds. (a) All payments instalments made by the BUYER to the SELLER prior to delivery the Delivery of the VESSEL shall be to the BUYER are in the nature of advance to the SELLERadvances and, and in the event this CONTRACT Contract is justifiably rescinded or cancelled or rescinded by the BUYER, BUYER all in accordance with the specific terms of this CONTRACT Contract permitting such cancellation rescission or rescissioncancellation, shall be refunded by the SELLER shall refund to the BUYER in United States Dollars in the full amount of all sums already received by the SELLER from the BUYER has received under this CONTRACTContract, together with interest (at the rate set out in respective provision thereofhereof) from the date of receipt by the SELLER of the respective instalment(spayment date(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYER. (b) The BUYER’s obligation for payment of the 1st, 2nd, 3rd and 4th instalments shall be subject to the SELLER providing the BUYER with the following Refund Guarantee securing the repayment obligation of the SELLER under this CONTRACT. As security to the BUYER, the SELLER shall shall, prior to and as a condition of the payment by the BUYER of the 1st Instalment, deliver to the BUYER, within sixty (60) Banking Days following the execution of this CONTRACT, BUYER a refund guarantee (securing refund of the Refund Guarantee covering 1st, 2nd, and 3rd and 4th Instalments of the Contract Price) (the “instalments. The Refund Guarantee”) to Guarantee shall be issued by a first class Chinese the SELLER’s bank acceptable to in the BUYER (hereinafter called the “Refund Guarantor”) People’s Republic of China in the form as per Exhibit “AB” annexed hereto. The cost for issuing and maintain the Refund Guarantee shall become effective upon be for the SELLER’s receipt of the 1st Instalment from the BUYERaccount. If the VESSEL has not been delivered and accepted in accordance with the terms of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”), the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension of the Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”). If the VESSEL is not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before such Extended Expiry Date, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER shall be entitled to at its option to cancel the CONTRACT. (c) However, in the event of any dispute between the SELLER and the BUYER with regard to the SELLER’s obligation to repay the instalment or instalments paid by the BUYER and to the BUYER’s right to demand payment from the Refund Guarantor SELLER’s bank under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article ARTICLE XIII hereof, the Refund Guarantor SELLER’s bank shall withhold and defer payment under the Refund Guarantee until the Final Award arbitration award between the SELLER and the BUYER is published. The Refund Guarantor SELLER’s bank shall not be obligated to make any payment under the Refund Guarantee unless the Final Award arbitration award orders the SELLER to make repayment. If the SELLER fails to honour the Final Awardaward, then the Refund Guarantor SELLER’s bank shall refund to the extent the Final Award arbitration award orders. (d) Expenses and bank charges for receiving and/or cancelling the Refund Guarantee charged by the BUYER’s bank shall be for the BUYER’s account; and the expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank shall be for the SELLER’s account.. Date: 13th November, 2013

Refunds. (a) All payments made by the BUYER prior to delivery of the VESSEL shall be in the nature of advance to the SELLER, and in the event this CONTRACT is justifiably cancelled or rescinded by the BUYER, all in accordance with the specific terms of this CONTRACT permitting such cancellation or rescission, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already received by the SELLER from the BUYER under this CONTRACT, together with interest (at the rate set out in respective provision thereof) from the date of receipt by the SELLER of the respective instalment(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYER. (b) The BUYER’s obligation for payment of the 1st, 2nd, 3rd and 4th instalments shall be subject to the SELLER providing the BUYER with the following Refund Guarantee securing the repayment obligation of the SELLER under this CONTRACT. As security to the BUYER, the SELLER shall deliver to the BUYER, within sixty (60) Banking Days following the execution of this CONTRACT, a refund guarantee (securing refund of the 1st, 2nd, 3rd and 4th Instalments of the Contract Price) (the “Refund Guarantee”) to be issued by a first class Chinese bank acceptable to the BUYER (hereinafter called the “Refund Guarantor”) in the form as per Exhibit “A” annexed hereto. The Refund Guarantee shall become effective upon the SELLER’s receipt of the 1st Instalment from the BUYER. If the VESSEL has not been delivered and accepted in accordance with the terms of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”), the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension of the Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”). If the VESSEL is not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before such Extended Expiry Date, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER Sellers shall be entitled to at its option to cancel retain, or receive payment from Purchaser within fifteen (15) days of the CONTRACT. (c) However, in the event receipt of any dispute between the SELLER and the BUYER with regard Tax refunds or credits relating to the SELLER’s obligation Company that were paid with respect to repay the instalment (i) all taxable periods ending on or instalments paid by the BUYER and prior to the BUYER’s right Closing Date and (ii) Pre-Closing Partial Periods, for that portion of such taxable period up to demand payment from and including the Refund Guarantor Closing Date. Purchaser shall, if Seller Representative so requests and at Seller Representative's expense, cause the Company to file for and obtain any refund to which Seller Representative is entitled to under its guaranteethis Section 13.4, provided that Seller Representative shall not file, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII hereof, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award between the SELLER and the BUYER is published. The Refund Guarantor Purchaser shall not be obligated to make file, to obtain any payment under refund that would have the Refund Guarantee unless effect of (x) increasing any Tax liability of the Final Award orders Company or (y) otherwise materially and adversely affect any item or Tax attribute of the SELLER Company, in each case for any taxable period ending after the Closing Date, without Seller Representative first obtaining the Company's consent, which consent shall not be unreasonably withheld. Purchaser shall permit Seller Representative to make repayment. If control (at the SELLER fails Seller Representative's expense) the prosecution of such refund claim, and shall cause powers of attorney authorizing Seller Representative to honour represent the Final Award, then Company before the Refund Guarantor shall relevant taxing authority with respect to such refund to be executed, provided that Seller Representative (i) shall keep Purchaser informed regarding the extent progress and substantive aspect of any such refund and (ii) shall not compromise or settle any such refund without obtaining Purchaser's consent, which consent shall not be unreasonably withheld, if such compromise or settlement would have the Final Award orderseffect of (x) increasing any Tax liability of the Company or (y) otherwise materially and adversely affect any item or Tax attribute of the Company, in each case for any taxable period ending after the Closing Date. In the event that any refund or credit of Taxes for which a payment has been made pursuant to this section 13.4 is subsequently reduced or disallowed, the Sellers shall indemnify and hold Purchaser harmless for any Taxes assessed against the Company by reason of the reduction or disallowance. (d) Expenses and bank charges for receiving and/or cancelling the Refund Guarantee charged by the BUYER’s bank shall be for the BUYER’s account; and the expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank shall be for the SELLER’s account.

Refunds. (a) All payments made Any Tax refund (including any interest in respect thereof) received by Acquiror, the BUYER prior to delivery Acquiror Sub Surviving Corporation or any Transferred Company, and any amounts of overpayments of Tax credited against Tax which Acquiror, the Acquiror Sub Surviving Corporation or any of the VESSEL Transferred Companies otherwise would be or would have been required to pay that relate to any taxable period, or portion thereof, ending on or before the Closing Date shall be in for the nature account of advance to the SELLERParent, and in Acquiror shall pay over to Parent any such refund or the event this CONTRACT is justifiably cancelled or rescinded by the BUYER, all in accordance with the specific terms of this CONTRACT permitting such cancellation or rescission, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already received by the SELLER from the BUYER under this CONTRACT, together with any such credit within 15 days after receipt or entitlement thereto. Acquiror shall pay Parent interest (at the rate set out in respective provision thereofprescribed under Section 6621(a)(1) from the date of receipt by the SELLER of the respective instalment(s) Code, compounded daily, on any amount not paid when due under this Section 6.6. For purposes of this Section 6.6, where it is necessary to the date of remittance by telegraphic transfer of apportion a refund or credit between Acquiror and Parent for a Straddle Period, such refund or credit shall be apportioned between the period deemed to end at the account specified by close of the BUYERClosing Date, and the period deemed to begin at the beginning of the day following the Closing Date on the basis of an interim closing of the Company's books, except that refunds or credits of Taxes (E.G., real property Taxes) imposed on a periodic basis shall be allocated on a daily basis. (b) The BUYER’s obligation for payment Acquiror shall cooperate, and shall cause the Acquiror Sub Surviving Corporation and any of the 1stTransferred Companies to cooperate, 2ndin obtaining any refund that Parent reasonably believes should be available with respect to Pre-Closing Periods, 3rd and 4th instalments shall be subject to the SELLER providing the BUYER including, without limitation, through filing a Form 1139 or other appropriate form with the following Refund Guarantee securing the repayment obligation applicable taxing authorities; PROVIDED, HOWEVER, that Acquiror and Acquiror Sub Surviving Corporation and any of the SELLER under this CONTRACT. As security to the BUYER, the SELLER shall deliver to the BUYER, within sixty (60) Banking Days following the execution of this CONTRACT, a refund guarantee (securing refund of the 1st, 2nd, 3rd and 4th Instalments of the Contract Price) (the “Refund Guarantee”) to be issued by a first class Chinese bank acceptable to the BUYER (hereinafter called the “Refund Guarantor”) in the form as per Exhibit “A” annexed hereto. The Refund Guarantee shall become effective upon the SELLER’s receipt of the 1st Instalment from the BUYER. If the VESSEL has not been delivered and accepted in accordance with the terms of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”), the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension of the Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”). If the VESSEL is not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before such Extended Expiry Date, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER shall be entitled to at its option to cancel the CONTRACT. (c) However, in the event of any dispute between the SELLER and the BUYER with regard to the SELLER’s obligation to repay the instalment or instalments paid by the BUYER and to the BUYER’s right to demand payment from the Refund Guarantor under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII hereof, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award between the SELLER and the BUYER is published. The Refund Guarantor Transferred Companies shall not be obligated to make carry back any payment under the Refund Guarantee unless the Final Award orders the SELLER Tax attribute of a Post-Closing Period to make repayment. If the SELLER fails to honour the Final Award, then the Refund Guarantor shall refund to the extent the Final Award ordersa Pre-Closing Period. (d) Expenses and bank charges for receiving and/or cancelling the Refund Guarantee charged by the BUYER’s bank shall be for the BUYER’s account; and the expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank shall be for the SELLER’s account.

Refunds. The Acquiror shall cause the Company to pay to the Exchange Agent (a) All payments made by the BUYER prior to delivery on behalf of the VESSEL shall be in Company Securityholders (except the nature holders of advance to the SELLER, Second Tranche SAFEs)) any and in the event this CONTRACT is justifiably cancelled or rescinded by the BUYER, all in accordance with the specific terms of this CONTRACT permitting such cancellation or rescission, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already received by the SELLER from the BUYER under this CONTRACT, together with interest refunds (at the rate set out in respective provision thereof) from the date of receipt by the SELLER of the respective instalment(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYER. (b) The BUYER’s obligation for payment of the 1st, 2nd, 3rd and 4th instalments shall be subject to the SELLER providing the BUYER with the following Refund Guarantee securing the repayment obligation of the SELLER under this CONTRACT. As security to the BUYER, the SELLER shall deliver to the BUYER, within sixty (60) Banking Days following the execution of this CONTRACT, a refund guarantee (securing refund of the 1st, 2nd, 3rd and 4th Instalments of the Contract Price) (the “Refund Guarantee”) to be issued by a first class Chinese bank acceptable to the BUYER (hereinafter called the “Refund Guarantor”) in the form of a cash refund or in the form of a credit against Taxes actually payable) of Taxes (including interest thereon) received after the Closing Date with respect to, or attributable to, periods ending on or before the Closing Date, except to the extent such refund (i) arises as per Exhibit “A” annexed heretothe result of a carryback of a loss or other Tax benefit from a period beginning after the Closing Date or (ii) is included as an asset in the calculation of the Net Working Capital. The Refund Guarantee Acquiror shall become effective upon pay over to the SELLER’s receipt Exchange Agent (for further distribution to the Company Securityholders (except the holders of Second Tranche SAFEs)) any such Tax refund or Section 41 Benefit (as defined below) (net of (x) any Taxes of the 1st Instalment from Acquiror or the BUYER. If the VESSEL has not been delivered and accepted Company attributable to such refund or credit, (y) any expenses incurred in accordance with the terms of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto obtaining such amounts or (z) Losses actually determined to be four hundred and thirty five (435owed by the Company Securityholders to the Acquiror pursuant to ‎Article VIII) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”), the SELLER is obliged to procure without delay and latest within thirty (30) days before after receipt of such refund in cash or entitlement to such credit. Without limiting the Expiry Date an extension generality of the Refund Guarantee so foregoing, the Company Securityholders (except the holders of Second Tranche SAFEs) shall be entitled to receive an amount equal to the cash Tax savings realized by the Acquiror or its Affiliates (including the Surviving Company) (the “Section 41 Benefit”) as a result of the Qualified Small Business Payroll Tax Credit for Increasing Research Activities (“Section 41 Credit”) generated in any Pre-Closing Tax Period (whether or not such Section 41 Credit is applied prior to the Closing Date) after the Closing Date, calculated on a “with and without” basis (i.e., by treating any Section 41 Credits as the last deductions or credits taken on any Return). Schedule ‎6.3 hereto sets forth the amount of the Section 41 Credit applied for and pending as of the date of this Agreement. If any amount paid to the Company Securityholders (except the holders of Second Tranche SAFEs) pursuant to this ‎Section 6.3 is subsequently challenged successfully by any Governmental Authority, the Company Securityholders (except the holders of Second Tranche SAFEs) shall repay to Acquiror such amount (together with any interest and penalties assessed by such Governmental Authority in respect of such amount). Such repayment obligation shall survive until the date that the Refund Guarantee is valid for at least sixty ninety (6090) days after the Expiry Date (the “Extended Expiry Date”). If the VESSEL is not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before such Extended Expiry Date, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension expiration of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER shall be entitled to at its option to cancel the CONTRACT. (c) However, in the event applicable statute of any dispute between the SELLER and the BUYER limitations with regard respect to the SELLER’s obligation to repay the instalment or instalments paid collection by the BUYER and applicable Governmental Authority or other Person of the Tax liabilities in question (giving effect to the BUYER’s right to demand payment from the Refund Guarantor under its guaranteeany waiver, and such dispute is submitted either by the SELLER mitigation or by the BUYER for arbitration in accordance with Article XIII hereof, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award between the SELLER and the BUYER is published. The Refund Guarantor shall not be obligated to make any payment under the Refund Guarantee unless the Final Award orders the SELLER to make repayment. If the SELLER fails to honour the Final Award, then the Refund Guarantor shall refund to the extent the Final Award ordersextension thereof). (d) Expenses and bank charges for receiving and/or cancelling the Refund Guarantee charged by the BUYER’s bank shall be for the BUYER’s account; and the expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank shall be for the SELLER’s account.

Refunds. (a) All payments made by the BUYER prior to delivery of the VESSEL shall be in the nature of advance to the SELLER, and in the event this CONTRACT is justifiably cancelled or rescinded by the BUYER, all in In accordance with the specific terms of this CONTRACT permitting such cancellation or rescission, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already received by the SELLER from the BUYER under this CONTRACT, together with interest (at the rate procedure set out in respective provision thereofthe Offer Documents, the Registrar to the Offer along with the Lead Managers shall at any time on or after Designated Date in the form provided in Annexure F (with a copy to the Company and Selling Shareholders) provide the Escrow Collection Bank with details of the Surplus Amount, if any, to be transferred to the Refund Account. Further, the Registrar to the Offer (with a copy to the Lead Managers, the Company and the Selling Shareholder) shall also provide the Refund Bank with details of the Bidders to whom refunds have to be made and the amounts to be refunded thereto from the date of receipt by Refund Account in the SELLER of the respective instalment(sprescribed form (Annexure E) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYERhereto. (b) The BUYER’s obligation Parties acknowledge and agree that the entire process of dispatch of refunds through electronic clearance shall be completed within 4 (four) Working Days from the Bid/ Offer Closing Date or such other period prescribed under the SEBI ICDR Regulations and other Applicable Law. However, in the case of Stock Exchange Refusal, the entire process of dispatch of refunds of amounts through electronic clearance shall be completed within 4 (four) days from the date of receipt of intimation from Stock Exchanges rejecting the application for payment listing of the 1stEquity Shares (in the event of a Stock Exchange Refusal), 2nd, 3rd and 4th instalments shall be subject to the SELLER providing the BUYER with the following Refund Guarantee securing the repayment obligation or such other prescribed timeline in terms of the SELLER under this CONTRACT. As security to the BUYER, the SELLER shall deliver to the BUYER, within sixty (60) Banking Days following the execution of this CONTRACT, a refund guarantee (securing refund of the 1st, 2nd, 3rd SEBI ICDR Regulations and 4th Instalments of the Contract Price) (the “Refund Guarantee”) to be issued by a first class Chinese bank acceptable to the BUYER (hereinafter called the “Refund Guarantor”) in the form as per Exhibit “A” annexed heretoother Applicable Law. The Refund Guarantee shall become effective upon Beneficiaries will be sent a letter by the SELLER’s receipt Registrar, through ordinary post informing them about the mode of the 1st Instalment from the BUYER. If the VESSEL has not been delivered and accepted in accordance with the terms credit of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five refund within 4 (435four) days Working Days after the Delivery Bid/ Offer Closing Date in Article VII.1 of this CONTRACT (the “Expiry Date”), the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension of the Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”). If the VESSEL is not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before such Extended Expiry Date, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for the same or any other period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER shall be entitled to at its option to cancel the CONTRACTas prescribed under Applicable Law. (c) HoweverThe Escrow Collection Bank agrees that it shall immediately and in any event no later than 1 (one) Working Day of receipt of such intimation from the Lead Managers transfer the Surplus Amount to the Refund Account, in with notice to the event of any dispute between Company, the SELLER Selling Shareholders and the BUYER with regard Registrar to the SELLER’s obligation to repay the instalment or instalments paid by the BUYER and to the BUYER’s right to demand payment from the Refund Guarantor under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII hereof, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award between the SELLER and the BUYER is publishedOffer. The Refund Guarantor Bank shall not be obligated immediately and in any event no later than 1 (one) Working Day of the transfer of the Surplus Amounts to make any payment under the Refund Guarantee unless Account, appropriately confirm the Final Award orders the SELLER to make repayment. If the SELLER fails to honour the Final Award, then the Refund Guarantor shall refund same to the extent Registrar to the Final Award ordersOffer, the BRLMs, the Company and each of the Selling Shareholders. The Refund Bank shall immediately and in any event no later than 1 (one) Working Day of the receipt of intimation as per Section (a), issue refund instructions to the electronic clearing house, with notice to the Lead Managers, the Selling Shareholder and the Company. Such intimation from the Registrar, shall in any event, be no later than 6 (six) Working Days from the Bid/Offer Closing Date. (d) Expenses The Company shall, within 1 (one) Working Day of the receipt of the list of Bidders to whom refunds have to be made and the amounts to be refunded thereto, prepare and deliver the requisite stationery for printing of refund intimations to the Registrar’s office, who in turn shall immediately dispatch such intimations to the respective Bidders and in any event no later than the time period specified in this regard in the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus, the Preliminary Offering Memorandum and the Final Offering Memorandum, or such earlier time as may be required by the Lead Managers. (e) The refunds pertaining to amounts in the Refund Account shall be made by the Refund Bank to the respective Bidders in manner set forth below and Applicable Law: • NACH – National Automated Clearing House (“NACH”) which is a consolidated system of ECS. Payment of refund would be done through NACH for Bidders having an account at one of the centres specified by the RBI, where such facility has been made available. This would be subject to availability of complete bank account details including Magnetic Ink Character Recognition (MICR) code wherever applicable from the Depository. The payment of refund through NACH is mandatory for Bidders having a bank account at any of the centres where NACH facility has been made available by the RBI (subject to availability of all information for crediting the refund through NACH including the MICR code as appearing on a cheque leaf, from the depositories), except where applicant is otherwise disclosed as eligible to get refunds through NEFT or direct credit or RTGS. • NEFT – Payment of refund may be undertaken through NEFT wherever the branch of the Anchor Investors’ bank is NEFT enabled and has been assigned the Indian Financial System Code (“IFSC”), which can be linked to the MICR of that particular branch. The IFSC may be obtained from the website of RBI as at a date prior to the date of payment of refund, duly mapped with MICR numbers. Wherever the Anchor Investors have registered their nine-digit MICR number and their bank account number while opening and operating the demat account, the same may be duly mapped with the IFSC of that particular bank branch and the payment of refund may be made to the Anchor Investors through this method. In the event NEFT is not operationally feasible, the payment of refunds may be made through any one of the other modes as discussed in this section; • RTGS – Anchor Investors having a bank account at any of the centers notified by SEBI where clearing houses are managed by the RBI, may have the option to receive refunds, if any, through RTGS. • Direct Credit – Anchor Investors having their bank account with the Refund Bank may be eligible to receive refunds, if any, through direct credit to such bank account. • For all other Bidders, including those who have not updated their bank particulars with the MICR code, refund warrants will be dispatched through speed or registered post (subject to postal rules) at the Bidder’s sole risk. Such refunds will be made by cheques, pay orders or demand drafts drawn on the Refund Bank and payable at par at places where Bids are received. Any bank charges for receiving and/or cancelling cashing such cheques, pay orders or demand drafts at other centers will be payable by the respective Bidders. (f) Online validation at the point of payment by the Refund Guarantee charged Bank is subject to the Registrar providing complete master lists (“Masters”) to the Refund Bank, in the format specified by the BUYER’s bank Refund Bank. The Registrar shall ensure that any change in the Masters is communicated to the Refund Bank immediately to ensure timely refund. The Registrar shall be liable for all consequences which may arise as a result of delay or error in such communication of the aforesaid changes to the Refund Bank. The Refund Bank shall be responsible for reconciliation of the Refund Account with the Masters provided by the Registrar and the Refund Bank shall provide a list of paid/unpaid cases at regular intervals or as desired by the Registrar, Lead Managers, the Selling Shareholders and the Company. Any inconsistencies observed by the Refund Bank between the Refund Account and the Masters shall be discussed with the Registrar and the Lead Managers, prior to dispatch of refund. (g) All refunds under this Agreement shall be payable by the Refund Bank and until such refunds are paid as agreed herein, the monies lying in the Refund Account shall be held for the BUYER’s account; and benefit of the expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank shall be for the SELLER’s accountinvestors without any right or lien thereon.

Refunds. (a) All payments made by the BUYER prior to delivery Any refunds or credits of Taxes of the VESSEL shall be in the nature of advance Company or its Subsidiaries relating to a Pre-Closing Tax Period or a Straddle Period, to the SELLERextent allocable to the portion of such Tax Period ending on the Closing Date pursuant to Section 11.2, will be for the benefit of the Shareholders except to the extent any such refund or credit arose ‎as the result ‎of a carryback of a net operating losses, capital losses or other ‎Tax attributes from a Taxable Period or portion thereof ‎‎beginning after the Closing Date‎. Any refunds or credits of the Company or its Subsidiaries for any Straddle Period, to the extent allocable to the portion of such Straddle Period beginning on or after the Closing Date pursuant to Section 11.2, or for any Tax Period beginning and in ending after the event Closing Date, will be for the benefit of the Buyer. For the avoidance of doubt, neither Buyer nor its Affiliates (including the Company and its Subsidiaries) shall have ‎any obligation to reimburse or otherwise make any ‎payment under this CONTRACT is justifiably cancelled or rescinded by Agreement to the BUYER, all in accordance with the specific terms of this CONTRACT permitting such cancellation or rescission‎Shareholders, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already received by the SELLER from the BUYER under this CONTRACT, together with interest (at the rate set out in respective provision thereof) from the date of receipt by the SELLER Shareholder Representative or any other Person as ‎a result of the respective instalment(s‎availability or utilization in a Tax period (or portion of a Tax Period) beginning ‎after the Closing ‎Date of any net operating loss or other Tax attribute of the Company that is attributable to any ‎‎Pre-Closing Tax Period or the date portion of remittance by telegraphic transfer of such refund to a Straddle Period ending on or before the account specified by the BUYERClosing Date. (b) The BUYER’s obligation for payment of Buyer will promptly pay over (or cause the 1st, 2nd, 3rd and 4th instalments shall be subject Company or its Subsidiaries to pay over) all refunds received by the SELLER providing Buyer or its Affiliates (including the BUYER with the following Refund Guarantee securing the repayment obligation of the SELLER Company or its Subsidiaries) to which Shareholders are entitled under this CONTRACT. As security Section 11.4, including all interest with respect thereto, but reduced ‎by reasonable direct out-of-pocket expenses actually incurred by the Buyer or its Affiliates and any Taxes relating thereto, by wire transfer of immediately available funds to the BUYER, the SELLER shall deliver to the BUYER, within sixty (60) Banking Days following the execution of this CONTRACT, a refund guarantee (securing refund of the 1st, 2nd, 3rd and 4th Instalments of the Contract Price) (the “Refund Guarantee”) to be issued by a first class Chinese bank acceptable to the BUYER (hereinafter called the “Refund Guarantor”) in the form as per Exhibit “A” annexed hereto. The Refund Guarantee shall become effective upon the SELLER’s receipt of the 1st Instalment from the BUYER. If the VESSEL has not been delivered and accepted each Shareholder in accordance with the terms of this CONTRACT before the specific expiry date as stipulated in each Shareholder’s Pro Rata Share set forth on Exhibit “A” annexed hereto to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”), the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension of the Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”). If the VESSEL is not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before such Extended Expiry Date, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER shall be entitled to at its option to cancel the CONTRACTA attached hereto. (c) However, in the event of any dispute between the SELLER and the BUYER with regard to the SELLER’s obligation to repay the instalment or instalments paid by the BUYER and to the BUYER’s right to demand payment from the Refund Guarantor under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII hereof, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award between the SELLER and the BUYER is published. The Refund Guarantor shall not be obligated to make any payment under the Refund Guarantee unless the Final Award orders the SELLER to make repayment. If the SELLER fails to honour the Final Award, then the Refund Guarantor shall refund to the extent the Final Award orders. (d) Expenses and bank charges for receiving and/or cancelling the Refund Guarantee charged by the BUYER’s bank shall be for the BUYER’s account; and the expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank shall be for the SELLER’s account.

Refunds. (a) All payments instalments made by the BUYER to the SELLER prior to delivery the Delivery of the VESSEL shall be to the BUYER are in the nature of advance to the SELLERadvances and, and in the event this CONTRACT Contract is justifiably rescinded or cancelled or rescinded by the BUYER, BUYER all in accordance with the specific terms of this CONTRACT Contract permitting such cancellation rescission or rescissioncancellation, shall be refunded by the SELLER shall refund to the BUYER in United States Dollars in the full amount of all sums already received by the SELLER from the BUYER has received under this CONTRACTContract, together with interest (at the rate set out in respective provision thereofhereof) from the date of receipt by the SELLER of the respective instalment(spayment date(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYER. (b) The BUYER’s obligation for payment of the 1st, 2nd, 3rd and 4th instalments shall be subject to the SELLER providing the BUYER with the following Refund Guarantee securing the repayment obligation of the SELLER under this CONTRACT. As security to the BUYER, the SELLER shall shall, prior to and as a condition of the payment by the BUYER of the 1st Instalment, deliver to the BUYER, within sixty (60) Banking Days following the execution of this CONTRACT, BUYER a refund guarantee (securing refund of the Refund Guarantee covering 1st, 2nd, and 3rd and 4th Instalments of the Contract Price) (the “instalments. The Refund Guarantee”) to Guarantee shall be issued by a first class Chinese the SELLER’s bank acceptable to in the BUYER (hereinafter called the “Refund Guarantor”) People’s Republic of China in the form as per Exhibit “AB” annexed hereto. The cost for issuing and maintain the Refund Guarantee shall become effective upon be for the SELLER’s receipt of the 1st Instalment from the BUYERaccount. If the VESSEL has not been delivered and accepted in accordance with the terms of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”), the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension of the Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”). If the VESSEL is not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before such Extended Expiry Date, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER shall be entitled to at its option to cancel the CONTRACT. (c) However, in the event of any dispute between the SELLER and the BUYER with regard to the SELLER’s obligation to repay the instalment or instalments paid by the BUYER and to the BUYER’s right to demand payment from the Refund Guarantor SELLER’s bank under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article ARTICLE XIII hereof, the Refund Guarantor SELLER’s bank shall withhold and defer payment under the Refund Guarantee until the Final Award arbitration award between the SELLER and the BUYER is published. The Refund Guarantor SELLER’s bank shall not be obligated to make any payment under the Refund Guarantee unless the Final Award arbitration award orders the Date: 13th November, 2013 SELLER to make repayment. If the SELLER fails to honour the Final Awardaward, then the Refund Guarantor SELLER’s bank shall refund to the extent the Final Award arbitration award orders. (d) Expenses and bank charges for receiving and/or cancelling the Refund Guarantee charged by the BUYER’s bank shall be for the BUYER’s account; and the expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank shall be for the SELLER’s account.

Refunds. (a) All payments made by the BUYER prior to delivery of the VESSEL shall be in the nature of advance to the SELLER, and in the event this CONTRACT is justifiably cancelled or rescinded by the BUYER, all in accordance with the specific terms of this CONTRACT permitting such cancellation or rescission, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already received by the SELLER from the BUYER under this CONTRACT, together with interest (at the rate set out in respective provision thereof) from the date of receipt by the SELLER of the respective instalment(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYER. (b) The BUYER’s obligation for payment of the 1st, 2nd, 3rd and 4th instalments shall be subject to the SELLER providing the BUYER with the following Refund Guarantee securing the repayment obligation of the SELLER under this CONTRACT. As security to the BUYER, the SELLER shall deliver to the BUYER, within sixty (60) Banking Days following the execution of this CONTRACT, a refund guarantee (securing refund of the 1st, 2nd, 3rd and 4th Instalments of the Contract Price) (the “Refund Guarantee”) to be issued by a first class Chinese bank acceptable to the BUYER (hereinafter called the “Refund Guarantor”) in the form as per Exhibit “A” annexed hereto. The Refund Guarantee shall become effective upon the SELLER’s receipt of the 1st Instalment from the BUYER. If the VESSEL has not been delivered and accepted in accordance with the terms of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”), the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension of the Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”). If the VESSEL is not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before such Extended Expiry Date, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER Pfizer shall be entitled to at retain, or receive immediate payment from Purchaser or any of its option Subsidiaries or Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) of, any refund or credit with respect to cancel Taxes (including, without limitation, refunds and credits arising by reason of amended Tax Returns filed after the CONTRACT. (cClosing Date or otherwise) However, in with respect to any Tax period ending on or before the event of any dispute between the SELLER and the BUYER with regard Closing Date relating to the SELLER’s obligation Conveyed Subsidiaries, any of their Subsidiaries or any Asset Selling Corporation, provided, however, that (i) Purchaser, the Conveyed Subsidiaries and their Subsidiaries shall be entitled to repay the instalment retain, or instalments paid by the BUYER and to the BUYER’s right to demand receive immediate payment from the Refund Guarantor under its guaranteePfizer of, and any such dispute is submitted either by the SELLER refund or by the BUYER for arbitration in accordance with Article XIII hereof, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award between the SELLER and the BUYER is published. The Refund Guarantor shall not be obligated to make any payment under the Refund Guarantee unless the Final Award orders the SELLER to make repayment. If the SELLER fails to honour the Final Award, then the Refund Guarantor shall refund credit to the extent that such refund or credit arises as a result of the Final Award orders. use or application (das provided in Section 5.4(d)) Expenses of any net capital loss, foreign tax credit or research and bank charges development credit of the Conveyed Subsidiaries or any of their Subsidiaries for receiving and/or cancelling any tax year on any date following the Refund Guarantee charged Closing Date to any period of the Conveyed Subsidiaries or any of their Subsidiaries ending on or before the Closing Date and (ii) to the extent that Pfizer or any of its Affiliates (other than the Conveyed Subsidiaries or any of their Subsidiaries), would, but for the carryback by the BUYER’s bank Conveyed Subsidiaries or any of their Subsidiaries of any such net capital loss, foreign tax credit or research and development credit, be entitled to a refund or credit in respect of any net capital loss, foreign tax credit or research and development credit of Pfizer or any of Pfizer's Affiliates (other than the Conveyed Subsidiaries or any of their Subsidiaries), Pfizer shall be for entitled to receive immediate payment from Purchaser of any such amount to the BUYER’s account; extent Purchaser has previously received a refund or credit from a carryback to Pfizer's return. Purchaser, the Conveyed Subsidiaries and the expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank their Subsidiaries shall be for entitled to retain, or receive immediate payment from Pfizer of, any refund or credit with respect to Taxes with respect to any taxable period beginning after the SELLER’s accountClosing Date relating to any of the Conveyed Subsidiaries and their Subsidiaries. Purchaser and Pfizer shall equitably apportion any refund or credit with respect to Taxes with respect to a Straddle Period.

Refunds. 3.2.4.1 In accordance with the procedure set out in the Offer Documents, the Registrar to the Offer along with the Book Running Lead Managers shall at any time on or after Designated Date in the form provided in Annexure F (awith a copy to the Company and Selling Shareholders) All payments made by provide the BUYER prior to delivery Escrow Collection Bank with details of the VESSEL Surplus Amount, if any, to be transferred to the Refund Account from the Escrow Accounts. Further, the Registrar to the Offer (with a copy to the Book Running Lead Managers, the Company and the Selling Shareholders) shall also provide the Refund Bank with details of the Bidders to whom refunds have to be made and the amounts to be refunded thereto from the Refund Account in the prescribed form (Annexure E) hereto. 3.2.4.2 The Parties acknowledge and agree that the entire process of dispatch of refunds through electronic clearance shall be completed within 6 (six) Working Days from the Bid/ Offer Closing Date or such other period prescribed under the SEBI ICDR Regulations and other Applicable Laws. However, in the nature case of advance to Minimum Subscription Failure or Stock Exchange Refusal, the SELLER, and entire process of dispatch of refunds of amounts through electronic clearance shall be completed within 4 (four) days from the Bid/ Offer Closing Date (in the event this CONTRACT is justifiably cancelled of a Minimum Subscription Failure) or rescinded the date of receipt of intimation from Stock Exchanges rejecting the application for listing of the Equity Shares (in the event of a Stock Exchange Refusal), or such other prescribed timeline in terms of the SEBI ICDR Regulations and other Applicable Law. The Beneficiaries will be sent a letter by the BUYERRegistrar, all through ordinary post informing them about the mode of credit of refund within 4 (four) Working Days after the Bid/ Offer Closing Date or any other period as prescribed under Applicable Law by the Registrar. 3.2.4.3 The Escrow Collection Bank agrees that it shall immediately and in any event no later than 1 (one) Working Day of receipt of such written intimation from the Book Running Lead Managers transfer the Surplus Amount to the Refund Account, with notice to the Company, the Selling Shareholders and the Registrar to the Offer, in accordance with the specific procedure specified in this Agreement, the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus, the Preliminary Offering Memorandum and the Offering Memorandum, the UPI Circulars, the SEBI ICDR Regulations and Applicable Law. The Refund Bank shall immediately and in any event no later than 1 (one) Working Day of the transfer of the Surplus Amount to the Refund Account, appropriately confirm the same to the Registrar to the Offer, the BRLMs, the Company and each of the Selling Shareholders. Further, the Refund Bank shall immediately and in any event no later than 1 (one) Working Day of the receipt of written intimation as per Clause 3.2.4.1, issue refund instructions to the electronic clearing house, with notice to the Book Running Lead Managers, the Selling Shareholder and the Company. Such intimation from the Registrar, shall in any event, be no later than 6 (six) Working Days from the Bid/Offer Closing Date. 3.2.4.4 The Company shall, within 1 (one) Working Day of the receipt of the list of Bidders to whom refunds have to be made and the amounts to be refunded thereto, prepare and deliver the requisite stationery for printing of refund intimations to the Registrar’s office, who in turn shall immediately dispatch such intimations to the respective Bidders and in any event no later than the time period specified in this regard in the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus, the Preliminary Offering Memorandum and the Offering Memorandum, or such earlier time as may be required by the Book Running Lead Managers. 3.2.4.5 The entire process of transfer of refunds through electronic clearance shall be completed within the prescribed timelines in terms of this CONTRACT permitting such cancellation or rescission, the SELLER SEBI ICDR Regulations and other Applicable Law. 3.2.4.6 The refunds pertaining to amounts in the Refund Account shall refund be made by the Refund Bank to the BUYER respective Bidders in United States Dollars manner set forth below and under Applicable Law: • NACH – National Automated Clearing House (“NACH”) is a consolidated system of ECS. Payment of refund would be done through NACH for Bidders having an account at one of the full amount centres specified by the RBI, where such facility has been made available. This would be subject to availability of complete bank account details including Magnetic Ink Character Recognition (MICR) code wherever applicable from the Depository. The payment of refund through NACH is mandatory for Bidders having a bank account at any of the centres where NACH facility has been made available by the RBI (subject to availability of all sums already received by information for crediting the SELLER refund through NACH including the MICR code as appearing on a cheque leaf, from the BUYER under this CONTRACTdepositories), together with interest except where applicant is otherwise disclosed as eligible to get refunds through NEFT or direct credit or RTGS. • NEFT—Payment of refund may be undertaken through NEFT wherever the branch of the Anchor Investors’ bank is NEFT enabled and has been assigned the Indian Financial System Code (at “IFSC”), which can be linked to the rate set out in respective provision thereof) MICR of that particular branch. The IFSC may be obtained from the website of RBI as at a date of receipt by the SELLER of the respective instalment(s) prior to the date of remittance by telegraphic transfer payment of such refund, duly mapped with MICR numbers. Wherever the Anchor Investors have registered their nine-digit MICR number and their bank account number while opening and operating the demat account, the same may be duly mapped with the IFSC of that particular bank branch and the payment of refund may be made to the Anchor Investors through this method. In the event NEFT is not operationally feasible, the payment of refunds may be made through any one of the other modes as discussed in this Clause; • RTGS—Anchor Investors having a bank account at any of the centers notified by SEBI where clearing houses are managed by the RBI, may have the option to receive refunds, if any, through RTGS. • Direct Credit—Anchor Investors having their bank account with the Refund Bank may be eligible to receive refunds, if any, through direct credit to such bank account. • For all other Bidders, including those who have not updated their bank particulars with the MICR code, refund warrants will be dispatched through speed or registered post (subject to postal rules) at the Bidder’s sole risk. Such refunds will be made by cheques, pay orders or demand drafts drawn on the Refund Bank and payable at par at places where Bids are received. Any bank charges for cashing such cheques, pay orders or demand drafts at other centers will be payable by the respective Bidders. 3.2.4.7 Online validation at the point of payment by the Refund Bank is subject to the Registrar providing complete master lists (“Masters”) to the Refund Bank, in the format specified by the BUYER. (b) Refund Bank. The BUYER’s obligation Registrar shall ensure that any change in the Masters is communicated to the Refund Bank immediately to ensure timely refund. The Registrar shall be liable for payment all consequences which may arise as a result of delay or error in such communication of the 1st, 2nd, 3rd and 4th instalments shall be subject aforesaid changes to the SELLER providing the BUYER with the following Refund Guarantee securing the repayment obligation of the SELLER under this CONTRACT. As security to the BUYER, the SELLER shall deliver to the BUYER, within sixty (60) Banking Days following the execution of this CONTRACT, a refund guarantee (securing refund of the 1st, 2nd, 3rd and 4th Instalments of the Contract Price) (the “Refund Guarantee”) to be issued by a first class Chinese bank acceptable to the BUYER (hereinafter called the “Refund Guarantor”) in the form as per Exhibit “A” annexed heretoBank. The Refund Guarantee Bank shall become effective upon the SELLER’s receipt of the 1st Instalment from the BUYER. If the VESSEL has not been delivered and accepted in accordance with the terms of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”), the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension responsible for reconciliation of the Refund Guarantee so that Account with the Masters provided by the Registrar and the Refund Guarantee is valid for Bank shall provide a list of paid/unpaid cases at least sixty (60) days after regular intervals or as desired by the Expiry Date (Registrar, Book Running Lead Managers, the “Extended Expiry Date”)Selling Shareholders and the Company. If Any inconsistencies observed by the VESSEL is not yet able to Refund Bank between the Refund Account and the Masters shall be delivered and accepted in accordance discussed with the terms Registrar and the Book Running Lead Managers, prior to dispatch of refund. 3.2.4.8 All refunds under this CONTRACT before Agreement shall be payable by the Refund Bank and until such Extended Expiry Daterefunds are paid as agreed herein, the SELLER is obliged to procure, without delay and latest thirty (30) days before monies lying in the Extended Expiry Date, another extension Refund Account shall be held for the benefit of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER shall be entitled to at its option to cancel the CONTRACTBeneficiaries without any right or lien thereon. (c) However, in the event of any dispute between the SELLER and the BUYER with regard to the SELLER’s obligation to repay the instalment or instalments paid by the BUYER and to the BUYER’s right to demand payment from the Refund Guarantor under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII hereof, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award between the SELLER and the BUYER is published. The Refund Guarantor shall not be obligated to make any payment under the Refund Guarantee unless the Final Award orders the SELLER to make repayment. If the SELLER fails to honour the Final Award, then the Refund Guarantor shall refund to the extent the Final Award orders. (d) Expenses and bank charges for receiving and/or cancelling the Refund Guarantee charged by the BUYER’s bank shall be for the BUYER’s account; and the expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank shall be for the SELLER’s account.

Refunds. (a) All payments made by the BUYER prior to delivery of the VESSEL shall be in the nature of advance to the SELLER, and . All bank charges in relation to such payments shall be for the account of the BUYER. In the event this CONTRACT the VESSEL is justifiably cancelled or rescinded rejected by the BUYER, all BUYER after the sea trials or this Contract is rescinded or cancelled by the BUYER in accordance with the specific terms of this CONTRACT Contract permitting such cancellation rescission or rescissioncancellation, the SELLER shall refund to the BUYER in United States Dollars EURO the full amount of all sums already received paid by the SELLER from the BUYER under this CONTRACT, together with interest (at the rate set out in respective provision thereof) from the date of receipt by the SELLER of the respective instalment(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYER. (b) The BUYER’s obligation for payment of the 1st, 2nd, 3rd and 4th instalments shall be subject to the SELLER providing the BUYER with the following Refund Guarantee securing the repayment obligation of the SELLER under this CONTRACT. As security to Contract together with interest thereon or without interest, as the BUYER, the SELLER shall deliver to the BUYER, within sixty (60) Banking Days following the execution of this CONTRACT, a refund guarantee (securing refund of the 1st, 2nd, 3rd and 4th Instalments of the Contract Price) (the “Refund Guarantee”) to case may be issued by a first class Chinese bank acceptable to the BUYER (hereinafter called the “Refund Guarantor”) in the form as per Exhibit “A” annexed hereto. The Refund Guarantee shall become effective upon the SELLER’s receipt of the 1st Instalment from the BUYER. If the VESSEL has not been delivered and accepted in accordance with the terms of this CONTRACT before Contract. As security to the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”), BUYER the SELLER is obliged to procure without delay and latest thirty (30) days before shall provide the Expiry Date an extension BUYER in respect of each instalment of the Refund Contract Price with a Bank Guarantee so that issued by a first class bank acceptable in all respects to BUYER’S bank and the Refund BUYER for the 1st, 2nd, 3rd, and 4th instalments respectively. Such Bank Guarantee is valid will guarantee the SELLER’S obligation for at least sixty (60) days after refunding to the Expiry Date (BUYER instalments of 1st, 2nd, 3rd, and 4th already received by the “Extended Expiry Date”). If SELLER, through SELLER’S finance bank, when any such instalment becomes refundable to the VESSEL is not yet able to be delivered and accepted BUYER, in accordance with the terms of this CONTRACT before such Extended Expiry DateContract. BUYER’S acceptance of the identity of the bank and the form and wording of the Bank Guarantees, which to be provided by the SELLER is obliged pursuant to procurethis Article III.6, without delay shall be a condition precedent to this Contract becoming effective. The issuance and latest thirty (30) days before delivery to the Extended Expiry Date, another extension BUYER of the Refund relevant Bank Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER shall will be entitled to at its option to cancel the CONTRACT. (c) However, in the event of any dispute between the SELLER and the BUYER with regard to the SELLER’s obligation to repay the instalment or instalments paid by the BUYER and a pre-condition to the BUYER’s right to demand relevant payment from the Refund Guarantor under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII hereof, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award between the SELLER and the BUYER is published. The Refund Guarantor shall not be obligated to make any payment under the Refund Guarantee unless the Final Award orders the SELLER to make repaymentobligation becoming effective. If it will be requested that the SELLER fails to honour the Final AwardSELLER’S Bank Guarantee shall be re -guaranteed by a third bank, then the Refund Guarantor shall refund to the extent the Final Award orders. (d) Expenses and bank charges for receiving and/or cancelling the Refund Guarantee charged by the BUYER’s bank shall this will be for the cost of the BUYER’s account; and the expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank shall be for the SELLER’s account.

Refunds. (a) All payments made by the BUYER prior to delivery of the VESSEL shall be in the nature of advance to the SELLERPurchaser shall, and shall cause its Affiliates to, hold in trust for the event benefit of Seller all refunds (including interest paid thereon by a Governmental Authority and any amounts applied against a Tax liability for which Purchaser would not be entitled to indemnification pursuant to this CONTRACT is justifiably cancelled Agreement) of any Taxes for which Purchaser would be entitled to indemnification pursuant to this Agreement (“Seller’s Refunds”), and, within five (5) Business Days after receipt by Purchaser or rescinded by any of its Affiliates of any such Seller’s Refund, Purchaser or its Affiliate, as applicable, shall pay over to Seller the BUYER, all in accordance with the specific terms of this CONTRACT permitting such cancellation or rescission, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already received by such Seller’s Refund without right of set off or counterclaim. For the SELLER from the BUYER under this CONTRACTavoidance of doubt, together with interest Seller’s Refunds include any value added Tax refunds payable to Tyco Electronics Dulmision (at the rate set out in respective provision Thailand) Co. Ltd for taxable periods (or portions thereof) from ending on or before the date of receipt by Closing Date, whether actually paid to Tyco Electronics Dulmision (Thailand) Co. Ltd or credited against its Tax liability for taxable periods (or portions thereof) after the SELLER of the respective instalment(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYERClosing Date. (b) The BUYER’s obligation Seller shall, and shall cause its Affiliates to, hold in trust for payment the benefit of the 1st, 2nd, 3rd Purchaser and 4th instalments shall be subject to the SELLER providing the BUYER with the following Refund Guarantee securing the repayment obligation of the SELLER under this CONTRACT. As security to the BUYER, the SELLER shall deliver to the BUYER, within sixty its Affiliates all refunds (60) Banking Days following the execution of this CONTRACT, a refund guarantee (securing refund of the 1st, 2nd, 3rd and 4th Instalments of the Contract Price) (the “Refund Guarantee”) to be issued including interest paid thereon by a first class Chinese bank acceptable Governmental Authority and any amounts applied against a Tax liability for which Seller would not entitled to the BUYER (hereinafter called the “Refund Guarantor”indemnification pursuant to this Agreement) in the form as per Exhibit “A” annexed hereto. The Refund Guarantee shall become effective upon the SELLER’s receipt of the 1st Instalment from the BUYER. If the VESSEL has not been delivered and accepted in accordance with the terms of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”), the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension of the Refund Guarantee so that the Refund Guarantee is valid any Taxes for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”). If the VESSEL is not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before such Extended Expiry Date, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER shall which Seller would be entitled to at indemnification pursuant to this Agreement (“Purchaser’s Refunds”) and, within five (5) Business Days of receipt by Seller or any of its option Affiliates of any such Purchaser’s Refund, Seller or and its Affiliate, as applicable, shall pay over to cancel Purchaser the CONTRACTamount of Purchaser’s Refund without right of set off or counterclaim. (c) HoweverUpon the request of Seller, Purchaser will file, or cause a Conveyed Company or its Affiliate to file, claims for Seller’s Refunds, in such form as Seller may reasonably request; provided, however, that the event filing of any dispute between such claim will not result in any prejudice to Purchaser or its Affiliates. Seller will have the SELLER and the BUYER with regard to the SELLER’s obligation to repay the instalment or instalments paid by the BUYER and to the BUYER’s sole right to demand payment from the Refund Guarantor under its guaranteeprosecute any claims for Seller’s Refunds (by suit or otherwise) at Seller’s expense and with counsel of Seller’s choice. Purchaser will cooperate, and such dispute is submitted either by cause the SELLER appropriate Conveyed Company or by the BUYER for arbitration Affiliate to cooperate, fully, at Seller’s expense, with Seller and its counsel in accordance with Article XIII hereof, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award between the SELLER and the BUYER is published. The Refund Guarantor shall not be obligated to make any payment under the Refund Guarantee unless the Final Award orders the SELLER to make repayment. If the SELLER fails to honour the Final Award, then the Refund Guarantor shall refund to the extent the Final Award ordersconnection therewith. (d) Expenses Upon the request of Purchaser, Seller shall and bank charges shall cause its Affiliates to file, claims for receiving and/or cancelling Purchaser’s Refunds, in such form as Purchaser may reasonably request; provided, however, that the Refund Guarantee charged filing of any such claim will not result in any prejudice to Seller or its Affiliates. Purchaser will have the sole right to prosecute any claims for Purchaser’s Refunds (by suit or otherwise) at Purchaser’s expense and with counsel of Purchaser’s choice. Seller will cooperate, and cause its Affiliates to cooperate, fully, at Purchaser’s expense, with Purchaser and its counsel in connection therewith. (e) Except as provided in Sections 7.7(a) and 7.7(b) hereof, any refunds of Taxes other than Seller’s Refunds and Purchaser’s Refunds will be the BUYER’s bank property of the payee of such refunds and no other Party nor any of its Affiliates will have any right to such refunds. (f) To the extent reasonably requested by Seller, and within (30) days of such request, Purchaser and its Affiliates shall grant to Seller appropriate powers of attorney as may reasonably be for the BUYER’s account; and the expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank shall be for the SELLER’s accountnecessary to prosecute or defend its rights hereunder.

Refunds. (a) All payments made Each Party shall be entitled to Refunds that relate to Taxes for which it (or its Subsidiaries) is liable to an applicable Taxing Authority except as follows: (i) any Refunds of Taxes, other than Refunds of overpayments of Taxes reflected on an originally filed Tax Return that does not include any of the U.S. Advance Payment Entities, that are related to or paid in respect of an Income Tax Return an Audit of which would constitute a Pre-Distribution U.S. Income Tax Audit or a Pre-Distribution Transfer Pricing Tax Audit, shall be shared by the BUYER prior to delivery of the VESSEL shall be in the nature of advance to the SELLER, and in the event this CONTRACT is justifiably cancelled or rescinded by the BUYER, all Parties in accordance with their respective Sharing Percentages, including, for the specific terms avoidance of this CONTRACT permitting such cancellation or rescissiondoubt, (x) any Refunds of the SELLER shall refund deposit of Taxes made prior to the BUYER Distribution Date with respect to Healthcare’s Subsidiary in United States Dollars the full amount of all sums already Japan and (y) any Refunds received by the SELLER from U.S. Advance Payment Entities; (ii) any Refunds of U.S. state and local Income Taxes that are attributable to overpayments of such Taxes made by Tyco International Management Company (or its predecessors) on its behalf or on behalf of Tyco International (US) Inc. on or before the BUYER under this CONTRACTDistribution Date, together shall be paid to Tyco International Management Company; and (iii) any Refunds of Taxes paid to the Taxing Authority in Australia in respect to the issue pending before such Taxing Authority with interest regard to the Parties’ (at or their Subsidiaries’) Tax treatment of certain dealer costs (the rate set out “AU Dealer Cost Issue”) shall be refunded to the Parties in respective provision thereof) from proportion to the date amount of receipt such Taxes that were actually paid by the SELLER each of the respective instalment(sParties (or its Subsidiaries) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYERTaxing Authority. (b) The BUYER’s obligation for payment of the 1st, 2nd, 3rd and 4th instalments shall be subject to the SELLER providing the BUYER with the following Refund Guarantee securing the repayment obligation of the SELLER under this CONTRACT. As security to the BUYER, the SELLER shall deliver to the BUYER, within sixty (60) Banking Days following the execution of this CONTRACT, a refund guarantee (securing refund of the 1st, 2nd, 3rd and 4th Instalments of the Contract Price) (the “Refund Guarantee”) to be issued by a first class Chinese bank acceptable to the BUYER (hereinafter called the “Refund Guarantor”) in the form as per Exhibit “A” annexed hereto. The Refund Guarantee shall become effective upon the SELLER’s receipt of the 1st Instalment from the BUYER. If the VESSEL has not been delivered and accepted in accordance with the terms of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”Notwithstanding Section 4.1(a), the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension of the Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”). If the VESSEL is not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before such Extended Expiry Date, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER shall be entitled to at its option to cancel the CONTRACT. (c) However, in the event of any dispute between the SELLER and the BUYER with regard to the SELLER’s obligation to repay the instalment or instalments paid by the BUYER and to the BUYER’s right to demand payment from the Refund Guarantor under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII hereof, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award between the SELLER and the BUYER is published. The Refund Guarantor shall not be obligated to make any payment under the Refund Guarantee unless the Final Award orders the SELLER to make repayment. If the SELLER fails to honour the Final Award, then the Refund Guarantor shall refund to the extent a claim for a Refund is reasonably likely to result in a Correlative Detriment to one or more of the Final Award orders. Parties, any such Refund that is received by one or more of the other Parties shall, and only to the extent thereof, be paid proportionately to the Parties that are reasonably likely to realize such Correlative Detriment. A “Correlative Detriment” is an increase in a current year Tax payment obligation by a Party (dor its Subsidiaries) Expenses and bank charges or a reduction in a current year Tax benefit of a Party (or its Subsidiaries) that occurs as a direct result of the Tax position that is the basis for receiving and/or cancelling the a Refund Guarantee charged that is not otherwise shared by the BUYER’s bank shall be for the BUYER’s account; and the expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank shall be for the SELLER’s accountParties under Section 4.1(a).

Refunds. (a) All payments made If a Tax Indemnitee receives a refund or credit from a governmental authority with respect to an amount previously paid by the BUYER prior Tax Indemnitor pursuant to delivery Section 15 of the VESSEL Purchase Agreement by reason of any amount with respect to which the Tax Indemnitor has indemnified such Tax Indemnitee pursuant to Section 15 of the Purchase Agreement (a “Tax Saving”), and such Tax Saving was not taken into account in determining the amount payable by the Tax Indemnitor on account of such indemnity, such Tax Indemnitee shall be in the nature of advance pay to the SELLERTax Indemnitor, promptly after (but no later than 15 days after) such Tax Indemnitee actually realizes such Tax Saving, the amount of such Tax Saving net of all costs and expenses (including, without limitation, Taxes) relating thereto, together with the amount of any Tax Saving resulting from any payment pursuant to this sentence; except that (i) the Tax Indemnitor shall not be entitled to receive an amount in the event this CONTRACT is justifiably cancelled or rescinded excess of all amounts previously paid by the BUYER, all in accordance with Tax Indemnitor pursuant to Section 15 of the specific terms of this CONTRACT permitting Purchase Agreement to such cancellation Tax Indemnitee or rescission, the SELLER shall refund to the BUYER in United States Dollars relevant governmental authority on behalf of such Tax Indemnitee (less the full aggregate amount of all sums already received prior payments by such Tax Indemnitee to the SELLER from the BUYER Tax Indemnitor under this CONTRACT, together with interest (at the rate set out in respective provision thereof) from the date of receipt by the SELLER Section 15 of the respective instalment(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYER. (b) The BUYER’s obligation for payment of the 1st, 2nd, 3rd and 4th instalments shall be subject to the SELLER providing the BUYER with the following Refund Guarantee securing the repayment obligation of the SELLER under this CONTRACT. As security to the BUYER, the SELLER shall deliver to the BUYER, within sixty (60) Banking Days following the execution of this CONTRACT, a refund guarantee (securing refund of the 1st, 2nd, 3rd and 4th Instalments of the Contract Price) (the “Refund Guarantee”) to be issued by a first class Chinese bank acceptable to the BUYER (hereinafter called the “Refund Guarantor”) in the form as per Exhibit “A” annexed hereto. The Refund Guarantee shall become effective upon the SELLER’s receipt of the 1st Instalment from the BUYER. If the VESSEL has not been delivered and accepted in accordance with the terms of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”), the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension of the Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”). If the VESSEL is not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before such Extended Expiry Date, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for the same period (i.e. 60 daysPurchase Agreement), and to repeat such extension(s(ii) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER shall be entitled to at its option to cancel the CONTRACT. (c) However, in the event of any dispute between the SELLER and the BUYER with regard amount otherwise due to the SELLER’s obligation Tax Indemnitor pursuant to repay Section 15 of the instalment or instalments paid by the BUYER and to the BUYER’s right to demand payment from the Refund Guarantor under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII hereof, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award between the SELLER and the BUYER is published. The Refund Guarantor Purchase Agreement) shall not be obligated to make any payment under the Refund Guarantee unless the Final Award orders the SELLER to make repayment. If the SELLER fails to honour the Final Award, then the Refund Guarantor shall refund paid to the extent of any payment or indemnity then due and owing from the Final Award ordersTax Indemnitor to such Tax Indemnitee pursuant to the applicable Covered Note. If it is later determined that the Tax Indemnitee was not entitled to such Tax Savings, the portion of such Tax Savings that is re-paid, recaptured, or disallowed will be treated as Taxes for which the Tax Indemnitor must indemnify the Tax Indemnitee pursuant to Section 15 of the Purchase Agreement. (d) Expenses and bank charges for receiving and/or cancelling the Refund Guarantee charged by the BUYER’s bank shall be for the BUYER’s account; and the expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank shall be for the SELLER’s account.

Refunds. (ai) All payments made by If an Acquired Company is entitled to claim a refund from a Governmental Authority of Taxes in respect of any taxable period (or portion thereof) ending on or before the BUYER prior Closing Date or any other Taxes as to delivery which the Seller is responsible to indemnify pursuant to Section 11.8(b), it shall promptly notify the Seller of the VESSEL shall be in the nature of advance to the SELLER, and in the event this CONTRACT is justifiably cancelled or rescinded by the BUYER, all in accordance with the specific terms of this CONTRACT permitting such cancellation or rescission, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already received by the SELLER from the BUYER under this CONTRACT, together with interest (at the rate set out in respective provision thereof) from the date of receipt by the SELLER of the respective instalment(s) to the date of remittance by telegraphic transfer availability of such refund claim and, upon the Seller’s request and at the Seller’s expense, shall make a timely claim to such Governmental Authority for such refund. The Seller will be entitled to any credits in lieu of refunds and refunds of Taxes in respect of any taxable period (or portion thereof) ending on or before the Closing Date or any other Taxes as to which the Buyer Indemnitees have been indemnified by the Seller pursuant to Section 11.8(b) (in each case, (w) including pursuant to a claim for refund made pursuant to the account specified preceding sentence, (x) including interest received thereon from the applicable Governmental Authority, (y) except to the extent such Taxes (and any interest) are reflected and included in the Final Closing Statement and (z) reduced by any Taxes and reasonable out-of-pocket expenses attributable to the receipt or realization of such refunds or credits). The Buyer shall cause such refund or the amount of such credit to be paid to the Seller promptly after it is received or applied against any Tax Liability which relates to a taxable period (or the portion of a Straddle Period) that begins after the Closing Date. To the extent a refund or credit against Taxes that gave rise to a payment hereunder is subsequently disallowed or otherwise reduced, the Seller shall pay to the Buyer the amount of such disallowed or reduced refund or credit against Taxes, plus any penalties, interest or other charges imposed by the BUYERrelevant Governmental Authority with respect thereto. (bii) The BUYER’s obligation for payment of the 1st, 2nd, 3rd and 4th instalments shall be subject to the SELLER providing the BUYER with the following Refund Guarantee securing the repayment obligation of the SELLER under this CONTRACT. As security to the BUYER, the SELLER shall deliver to the BUYER, within sixty (60) Banking Days following the execution of this CONTRACT, a refund guarantee (securing refund of the 1st, 2nd, 3rd and 4th Instalments of the Contract Price) (the “Refund Guarantee”) to be issued by a first class Chinese bank acceptable to the BUYER (hereinafter called the “Refund Guarantor”) Except as provided in the form as per Exhibit “A” annexed hereto. The Refund Guarantee shall become effective upon the SELLER’s receipt of the 1st Instalment from the BUYER. If the VESSEL has not been delivered and accepted in accordance with the terms of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”Section 11.8(g)(i), the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension of the Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”). If the VESSEL is not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before such Extended Expiry Date, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER shall Acquired Companies will be entitled to at its option to cancel the CONTRACT. any credits and refunds (cincluding any interest received thereon) However, in the event respect of any dispute between federal, state, provincial, local or foreign Tax Liability of the SELLER and the BUYER with regard to the SELLER’s obligation to repay the instalment or instalments paid by the BUYER and to the BUYER’s right to demand payment from the Refund Guarantor under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII hereof, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award between the SELLER and the BUYER is published. The Refund Guarantor shall not be obligated to make any payment under the Refund Guarantee unless the Final Award orders the SELLER to make repayment. If the SELLER fails to honour the Final Award, then the Refund Guarantor shall refund to the extent the Final Award ordersAcquired Companies. (d) Expenses and bank charges for receiving and/or cancelling the Refund Guarantee charged by the BUYER’s bank shall be for the BUYER’s account; and the expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank shall be for the SELLER’s account.

Refunds. (a) All payments made by the BUYER prior to delivery of the VESSEL shall be in the nature of advance to the SELLER, and in the event this CONTRACT Contract is justifiably rescinded or cancelled or rescinded by the BUYER, all in accordance with the specific terms of this CONTRACT Contract permitting such cancellation rescission or rescissioncancellation, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already received paid by the BUYER to the SELLER from the BUYER under this CONTRACTContract, together with interest (at the rate set out in respective provision thereofof five percent (5%) per annum) from the date of receipt by the SELLER of the respective instalment(spayment date(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYER. (b) The BUYER’s obligation for payment of the 1st, 2nd, 3rd and 4th instalments shall be subject to the SELLER providing the BUYER with the following Refund Guarantee securing the repayment obligation of the SELLER under this CONTRACT. As security to the BUYER, the SELLER shall deliver to the BUYER, within sixty (60) Banking Days following prior to the execution of this CONTRACT, a refund guarantee (securing refund BUYER’s arrangement of the 1st, 2nd, 3rd and 4th Instalments remittance of the 1st instalment , an irrevocable Refund Guarantee for the 1stinstalment plus interest at the rate of five percent (5%) per annum in a form acceptable to the BUYER and BUYER’s Bank which shall be annexed to this Contract Price) (the “Refund Guarantee”) to as per Exhibit "A" which shall be issued by a first class Chinese bank acceptable to the BUYER (hereinafter called the “Refund Guarantor”) in acceptable to the form as per Exhibit “A” annexed hereto. The Refund Guarantee shall become effective upon the SELLER’s receipt of the 1st Instalment from BUYER and the BUYER’s bank. If the VESSEL has not been delivered and accepted in accordance with the terms of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty within forty five (43545) days after final mutual agreement on the Delivery Date in Article VII.1 form and substance of this CONTRACT (the “Expiry Date”), the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension of the such Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”)Guarantee. If the VESSEL is not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before such Extended Expiry Date, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER shall be entitled to at its option to cancel the CONTRACT. (c) However, in the event of any dispute between the SELLER and the BUYER with regard to the SELLER’s 's obligation to repay the instalment installment or instalments installments paid by the BUYER and to the BUYER’s 's right to demand payment from the Refund Guarantor Guarantor, under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII hereof, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award arbitration award between the SELLER and the BUYER is published. The Refund Guarantor shall not be obligated to make any payment under the Refund Guarantee unless the Final Award arbitration award orders the SELLER to make repayment. If the SELLER fails to honour the Final Awardaward, then the Refund Guarantor shall refund to the extent the Final Award arbitration award orders. Shipbuilding Contract For Construction of One 82,000 DWT Bulk Carrier (Hull No. (d) Expenses and bank charges for receiving and/or cancelling the Refund Guarantee charged by the BUYER’s bank shall be for the BUYER’s account; and the expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank shall be for the SELLER’s account.YZJ2013-1142)

Refunds. (a) All payments made by the BUYER prior to delivery of the VESSEL shall be in the nature of advance to the SELLER, and in the event this CONTRACT is justifiably cancelled or rescinded by the BUYER, all in In accordance with the specific terms of this CONTRACT permitting such cancellation or rescission, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already received by the SELLER from the BUYER under this CONTRACT, together with interest (at the rate procedure set out in respective provision thereofthe Red ▇▇▇▇▇▇▇ Prospectus, the Registrar along with the BRLM shall at any time on or after Designated Date in the form provided in SCHEDULE VIII hereto provide the Escrow Collection Bank (with a copy to the Company) with details of the Surplus Amount, if any, to be transferred to the Refund Account with the Refund Bank. Further, the Registrar (with a copy to each of the BRLM, the Company) shall also provide the Refund Bank details of the Bidders to whom refunds have to be made from the date of receipt by Refund Account in the SELLER of the respective instalment(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYERform provided in Schedule II hereto. (b) The BUYER’s obligation for payment Notwithstanding the above, the entire process of refunds through electronic clearance shall be completed within the prescribed timelines in terms of the 1stSEBI ICDR Regulations, 2ndrelevant circulars issued by SEBI and other Applicable Laws. 3.2.3.4. The Escrow Collection Bank agrees that it shall immediately and in any event no later than one Working Day of receipt of such intimation as provided in Clause 3.2.4.1(a) from the Registrar along with the BRLM transfer the Surplus Amount to the Refund Account. Further, 3rd the Refund Bank shall immediately and 4th instalments in any event no later than one Working Day of the receipt of intimation as per Clause 0(a), issue refund instructions to the electronic clearing house. Such instructions by the Registrar, shall be subject issued within such time that, the entire process of refunds through electronic clearance shall be completed within three Working Days from the Bid/ Issue Closing Date in terms of the SEBI ICDR Regulations, relevant circulars issued by SEBI and other Applicable Laws. 3.2.3.5. The refunds pertaining to amounts in the Refund Account shall be made by the Refund Bank to the SELLER providing respective Anchor Investors in manner provided in the BUYER Red ▇▇▇▇▇▇▇ Prospectus and in accordance with Applicable Laws. For the following Refund Guarantee securing the repayment obligation purposes of the SELLER under this CONTRACT. As security to the BUYERsuch refunds, the SELLER shall deliver to the BUYER, within sixty (60) Banking Days following the execution of this CONTRACT, a refund guarantee (securing refund of the 1st, 2nd, 3rd and 4th Instalments of the Contract Price) (the “Refund Guarantee”) to be issued by a first class Chinese bank acceptable to the BUYER (hereinafter called the “Refund Guarantor”) in the form as per Exhibit “A” annexed hereto. The Refund Guarantee shall become effective upon the SELLER’s receipt of the 1st Instalment from the BUYER. If the VESSEL has not been delivered and accepted Bank will act in accordance with the terms instructions of this CONTRACT before the specific expiry date as stipulated Registrar for issuances of such instruments, copies of which shall be marked to the Company, and the BRLM. 3.2.3.6. Online validation at the point of payment by the Refund Bank is subject to the Registrar to the Issue providing complete master lists (“Masters”) to the Refund Bank, in Exhibit “A” annexed hereto the format specified by the Refund Bank. The Registrar to the Issue shall ensure that any change in the Masters is communicated to the Refund Bank immediately to ensure timely and accurate refund. The Refund Bank shall be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”), the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension responsible for reconciliation of the Refund Guarantee so that Account with the Masters provided by the Registrar to the Issue and the Refund Guarantee is valid Bank shall provide a list of paid/unpaid cases at regular intervals or as desired by the Registrar to the Issue, BRLM. At the end of the validation period, the Refund Bank shall provide to the Registrar to the Issue a list of paid and unpaid cases. Any inconsistencies observed by the Refund Bank between the Refund Account and the Masters shall be discussed with the Registrar to the Issue and the BRLM and intimated to the Company, prior to dispatch of refund. 3.2.3.7. The Escrow Collection Bank, Public Issue Account Bank and the Refund Bank shall not be responsible for at least sixty (60) days after any claim by any Beneficiary or any other person for fraudulent encashment through pilferage, alteration, forgery, duplication, or presentment through wrong bank, provided the Expiry Date (Escrow Collection Bank, Public Issue Account Bank and the “Extended Expiry Date”). If the VESSEL is not yet able to be delivered and accepted Refund Bank have acted in accordance with the terms provisions of this CONTRACT before such Extended Expiry DateAgreement and in good faith. Notwithstanding the aforesaid, the SELLER is obliged to procureEscrow Collection Bank, without delay Public Issue Account Bank and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee Bank shall be responsible for any claim as described above, if the same period (i.e. 60 days)is attributable to any breach of obligations under this Agreement by them or an act of fraud, and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER shall be entitled to at its option to cancel the CONTRACT. (c) However, negligence or in the event case of any dispute between the SELLER and the BUYER with regard to the SELLER’s obligation to repay the instalment or instalments paid misconduct by the BUYER and to the BUYER’s right to demand payment from the Refund Guarantor under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII hereof, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award between the SELLER and the BUYER is published. The Refund Guarantor shall not be obligated to make any payment under the Refund Guarantee unless the Final Award orders the SELLER to make repayment. If the SELLER fails to honour the Final Award, then the Refund Guarantor shall refund to the extent the Final Award ordersthem. (d) Expenses and bank charges for receiving and/or cancelling the Refund Guarantee charged by the BUYER’s bank shall be for the BUYER’s account; and the expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank shall be for the SELLER’s account.

Refunds. (a) All payments made If, within seven business days after confirmation by Distributor of Broker-Dealer's original purchase order for Load Shares, such Load Shares are repurchased by the BUYER prior issuing Fund or by Distributor for the account of such Fund or are tendered for redemption by the customer, (i) Broker- Dealer shall forthwith refund to delivery Distributor the full discount retained by, or concession paid to, Broker-Dealer on the original sale pursuant to paragraph 2(a) of this Agreement and any distribution payments and service payments relating thereto made to Broker-Dealer pursuant to paragraph 2(b) of this Agreement and (ii) Distributor shall, as applicable, forthwith pay to such Fund Distributor's share of the VESSEL shall be in sales charge on the nature of advance to the SELLERoriginal sale by Distributor, and in shall also pay such Fund the event this CONTRACT is justifiably cancelled or rescinded by the BUYER, all in accordance with the specific terms of this CONTRACT permitting such cancellation or rescission, the SELLER refund received under clause (i). Broker-Dealer shall refund to the BUYER in United States Dollars Fund immediately upon receipt the full amount of all sums already received by the SELLER from the BUYER under this CONTRACT, together any dividends or distributions paid to Broker-Dealer as nominee for Broker-Dealer's customers with interest (at the rate set out in respective provision thereof) from the date of receipt by the SELLER of the respective instalment(s) respect to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYER. (b) The BUYER’s obligation for payment of the 1st, 2nd, 3rd and 4th instalments shall be subject to the SELLER providing the BUYER with the following Refund Guarantee securing the repayment obligation of the SELLER under this CONTRACT. As security to the BUYER, the SELLER shall deliver to the BUYER, within sixty (60) Banking Days following the execution of this CONTRACT, a refund guarantee (securing refund of the 1st, 2nd, 3rd and 4th Instalments of the Contract Price) (the “Refund Guarantee”) to be issued by a first class Chinese bank acceptable to the BUYER (hereinafter called the “Refund Guarantor”) in the form as per Exhibit “A” annexed hereto. The Refund Guarantee shall become effective upon the SELLER’s receipt of the 1st Instalment from the BUYER. If the VESSEL has not been delivered and accepted in accordance with the terms of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”), the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension of the Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”). If the VESSEL is not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before such Extended Expiry Date, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER shall be entitled to at its option to cancel the CONTRACT. (c) However, in the event of any dispute between the SELLER and the BUYER with regard to the SELLER’s obligation to repay the instalment redeemed or instalments paid by the BUYER and to the BUYER’s right to demand payment from the Refund Guarantor under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII hereof, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award between the SELLER and the BUYER is published. The Refund Guarantor shall not be obligated to make any payment under the Refund Guarantee unless the Final Award orders the SELLER to make repayment. If the SELLER fails to honour the Final Award, then the Refund Guarantor shall refund repurchased Load Shares to the extent that the Final Award orders. (d) Expenses and bank charges for receiving and/or cancelling proceeds of such redemption or repurchase may include the Refund Guarantee charged by dividends or distributions payable on such Load Shares. In the BUYER’s bank case of certificated Load Shares, Broker-Dealer shall be for notified by Distributor of such repurchase or redemption within ten days of the BUYER’s accountdate on which a properly executed Share certificate and stock power together with appropriate supporting papers is delivered to Distributor or to such Fund; and in the expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank case of uncertificated Load Shares, Broker-Dealer shall be for the SELLER’s accountnotified by Distributor of such repurchase or redemption within ten days of suchrepurchase or redemption.

Refunds. Any refunds of Taxes (atogether with any interest with respect thereto) All payments made by the BUYER prior paid to delivery or in respect of the VESSEL shall be in the nature of advance Company or any Subsidiary and that (i) relate to the SELLER, and in the event this CONTRACT is justifiably cancelled Tax periods or rescinded by the BUYER, all in accordance with the specific terms of this CONTRACT permitting such cancellation portions thereof ending on or rescission, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already received by the SELLER from the BUYER under this CONTRACT, together with interest (at the rate set out in respective provision thereof) from the date of receipt by the SELLER of the respective instalment(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYER. (b) The BUYER’s obligation for payment of the 1st, 2nd, 3rd and 4th instalments shall be subject to the SELLER providing the BUYER with the following Refund Guarantee securing the repayment obligation of the SELLER under this CONTRACT. As security to the BUYER, the SELLER shall deliver to the BUYER, within sixty (60) Banking Days following the execution of this CONTRACT, a refund guarantee (securing refund of the 1st, 2nd, 3rd and 4th Instalments of the Contract Price) (the “Refund Guarantee”) to be issued by a first class Chinese bank acceptable to the BUYER (hereinafter called the “Refund Guarantor”) in the form as per Exhibit “A” annexed hereto. The Refund Guarantee shall become effective upon the SELLER’s receipt of the 1st Instalment from the BUYER. If the VESSEL has not been delivered and accepted in accordance with the terms of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (435) days after the Delivery Closing Date in Article VII.1 of this CONTRACT (the “Expiry Date”), the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension of the Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”). If the VESSEL is not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before such Extended Expiry Date, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER shall be entitled to at its option to cancel the CONTRACT. (c) However, in the event of any dispute between the SELLER and the BUYER with regard to the SELLER’s obligation to repay the instalment or instalments paid by the BUYER and to the BUYER’s right to demand payment from the Refund Guarantor under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII hereof, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award between the SELLER and the BUYER is published. The Refund Guarantor shall not be obligated to make any payment under the Refund Guarantee unless the Final Award orders the SELLER to make repayment. If the SELLER fails to honour the Final Award, then the Refund Guarantor shall refund to the extent the Final Award orders. (d) Expenses and bank charges for receiving and/or cancelling the Refund Guarantee charged by the BUYER’s bank shall be for the BUYER’s account; account of Seller, other than any refunds or credits reflected as an asset in the determination of Net Working Capital and taken into account in computing any adjustment to Purchase Price pursuant to Section 1.2 and (ii) relate to Tax periods or portions thereof beginning on the expenses and bank charges for issuing and/or cancelling day after the Refund Guarantee charged by the SELLER’s bank Closing Date shall be for the SELLERaccount of Buyer. Buyer or Seller, as the case may be, shall pay over to Seller or Buyer, as the case may be, any such refund or the amount of any such credit (in each case, together with any interest with respect thereto) within fifteen (15) days after receipt thereof; provided, however, that Buyer and Seller shall not be required to pay any amount to the other party to the extent of any amounts for which Buyer or Seller has claimed indemnification pursuant to Section 4.2 hereof and for which the other party has not yet indemnified the party making such indemnification claim; further provided, however, that any amounts in excess of such unpaid but claimed indemnification amount shall be due and payable. Any refunds or credits of Taxes (together with any interest with respect thereto) of the Company or any Subsidiary for any period beginning before but ending after the Closing Date shall be equitably apportioned between Seller and Buyer. Buyer shall, if Seller so requests and at Seller’s accountexpense, prepare, execute and file any claims for refunds or credits, or cause the Company or any Subsidiary to prepare, execute and file any claims for refunds or credits, to which Seller is entitled under this Section 4.3 so long as such actions do not have an adverse effect on Buyer, the Company or any Subsidiary. Seller shall reimburse, indemnify and hold harmless each of the Buyer, the Company and each Subsidiary for, from and against any and all liabilities for or with respect to Taxes arising with respect to any refunds or credits. Buyer shall not prepare, execute and file any claims for refunds or credits, or cause the Company or any Subsidiary to prepare, execute and file any claims for refunds or credits, to which Buyer is entitled under this Section 4.3 so long as such actions would have an adverse effect on Seller. Buyer shall reimburse, indemnify and hold harmless Seller for, from and against any and all liabilities for or with respect to Taxes arising with respect to any refunds or credits.

Refunds. The Buyer shall pay (or cause to be paid), net of reasonable expenses incurred in connection therewith (provided, however, such expenses shall not include costs incurred in connection with the ordinary course preparation and filing of any Tax Return for a Post-Closing Tax Period or in accordance with Section 10.3), to the Seller (a) All payments made any Tax refunds (including any interest paid thereon) that are received by any Transferred Entity or the BUYER prior to delivery Buyer (or any Affiliate of the VESSEL shall be in Buyer), and any amounts credited or creditable against Tax (or otherwise Tax compensated or compensable) to which any Transferred Entity or the nature Buyer (or any Affiliate of advance the Buyer) becomes entitled, that relate to Taxes that are Excluded Liabilities or Covered Taxes, to the SELLERextent the Seller is required to reimburse the Buyer for such Covered Taxes pursuant to Section 10.03, and in the event this CONTRACT is justifiably cancelled or rescinded by the BUYER, all in accordance with the specific terms of this CONTRACT permitting such cancellation or rescission, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already received by the SELLER from the BUYER under this CONTRACT, together with interest (at the rate set out in respective provision thereof) from the date of receipt by the SELLER of the respective instalment(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYER. (b) The BUYER’s obligation for payment any over accruals of the 1st, 2nd, 3rd and 4th instalments shall be subject to the SELLER providing the BUYER with the following Refund Guarantee securing the repayment obligation of the SELLER under this CONTRACT. As security to the BUYER, the SELLER shall deliver to the BUYER, within sixty (60) Banking Days following the execution of this CONTRACT, Taxes that are accrued as a refund guarantee (securing refund of the 1st, 2nd, 3rd and 4th Instalments of the Contract Price) (the “Refund Guarantee”) to be issued by a first class Chinese bank acceptable to the BUYER (hereinafter called the “Refund Guarantor”) Liability in the form as per Exhibit “A” annexed hereto. The Refund Guarantee shall become effective upon the SELLER’s receipt of the 1st Instalment from the BUYER. If the VESSEL has not been delivered and accepted in accordance with the terms of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”)Final Closing Statements; provided, the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension of the Refund Guarantee so however, that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”). If the VESSEL is not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before such Extended Expiry Date, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER Buyer shall be entitled to at its option to cancel the CONTRACT. (c) However, in the event of any dispute between the SELLER and the BUYER with regard to the SELLER’s obligation to repay the instalment or instalments paid by the BUYER and to the BUYER’s right to demand payment from the Refund Guarantor under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII hereof, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award between the SELLER and the BUYER is published. The Refund Guarantor shall not be obligated to make any payment under the Refund Guarantee unless the Final Award orders the SELLER to make repayment. If the SELLER fails to honour the Final Award, then the Refund Guarantor shall refund Tax refunds to the extent that such refunds are reflected as an asset for purposes of, and taken into account in, the Final Award orders. Closing Statement. The Buyer shall file (dor cause to be filed) Expenses and bank charges for receiving and/or cancelling all Tax Returns (including amended Tax Returns) or other documents claiming any refunds to which the Refund Guarantee charged Seller is entitled pursuant to the immediately preceding sentence. Any payments required to be made under this Section 10.06 shall be made in immediately available funds, to an account or accounts as directed by the BUYER’s bank Seller, within fifteen (15) days of the receipt of the refund, the filing of a Tax Return reflecting availability of the credit or the filing of a Tax Return showing a lesser amount of Taxes payable than the amount accrued therefor as a Liability on the Final Closing Statement, as applicable. Notwithstanding anything to the contrary herein, Section 7.15 of the Disclosure Letter and not this Section 10.06 shall be for govern as it relates to the BUYER’s account; tax refund matters set forth thereon. For the avoidance of doubt and notwithstanding anything to the expenses and bank charges for issuing and/or cancelling contrary set forth herein, if any Tax refund or credit payment to the Refund Guarantee charged by the SELLER’s bank shall be for the SELLER’s account.Seller pursuant to this Section 10.06 or,

Refunds. (a) All payments made The entire process of refunds through electronic clearance shall be completed within time prescribed by the BUYER prior to delivery of the VESSEL shall be SEBI and Stock Exchange in the nature of advance this regard. Subject to the SELLERprovisions of this Agreement, and it is agreed that in the event this CONTRACT is justifiably cancelled or rescinded the Refund Bank does not comply with the refund instructions issued by the BUYERRegistrar and the Lead Manager, it shall be liable to pay the interest at 15% (Fifteen per cent) per annum on the amount liable to be refunded for every such day of delay, provided that all in accordance the Parties agree that on the payment of such interest amount, the Refund Bank shall, subject to applicable statutory / regulatory requirements including the requirements of the SEBI ICDR Regulations, stand absolved of all or any other liability that may arise due to such non-compliance with the specific terms of this CONTRACT permitting such cancellation or rescission, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already received instructions issued by the SELLER from Registrar and the BUYER under this CONTRACT, together with interest (at the rate set out in respective provision thereof) from the date of receipt by the SELLER of the respective instalment(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYERLead Manager. (b) The BUYER’s obligation for payment In the event of a failure to complete the Issue in accordance with Clauses 3.1.2 and/or 3.3 of this Agreement, if the Application Monies have already been transferred to the Allotment Account, then upon receipt of joint written instructions from the Lead Manager and the Registrar, in the form provided in Annexure E, the Banker to the Issue shall forthwith transfer the amounts lying credit of the 1st, 2nd, 3rd Allotment Account to the Refund Account and 4th instalments the Refund Bank shall make payments in accordance with Applicable Law. All refunds under this Agreement shall be payable by the Refund Bank and until such refunds are paid as agreed herein, the monies lying in the Refund Account shall be held for the benefit of the Beneficiaries without any right or lien thereon. (c) The refunds pertaining to amounts in the Refund Account shall be made by the Refund Bank to the respective Applicants in accordance with and in the manner provided in the Letter of Offer. (d) Any returns/rejects from NACH/NEFT/RTGS/Direct Credit will be refunded by way of demand drafts / direct transfers by the Refund Bank. The Refund Bank for such refunds will act in accordance with the instructions of the Registrar for issuances of these instruments. (e) Online validation at the point of payment by the Refund Bank is subject to the SELLER Registrar providing the BUYER with the following Refund Guarantee securing the repayment obligation of the SELLER under this CONTRACT. As security to the BUYER, the SELLER shall deliver to the BUYER, within sixty complete master lists (60) Banking Days following the execution of this CONTRACT, a refund guarantee (securing refund of the 1st, 2nd, 3rd and 4th Instalments of the Contract Price) (the “Refund GuaranteeMasters”) to the Refund Bank, in the format specified by the Refund Bank. The refund warrants shall be issued by a first class Chinese bank acceptable paid after validating the cheque / demand draft number, warrant number and amount with the Master provided to the BUYER (hereinafter called Bankers to the “Refund Guarantor”) Issue and after ensuring that the refund warrants have not been materially altered in any manner whatsoever. The Registrar shall ensure that any change in the form Masters is communicated to the Refund Bank immediately to ensure timely refund. The Registrar shall be liable for all consequences which may arise as a result of delay or error in such communication of the aforesaid changes to the Refund Bank and the Refund Bank disclaims all liabilities for effecting a payment as per Exhibit “A” annexed heretothe Masters in their possession. The Refund Guarantee Bank shall become effective upon the SELLER’s receipt be responsible for reconciliation of the 1st Instalment from Refund Account with the BUYERMasters provided by the Registrar and the Refund Bank shall provide a list of paid/ unpaid cases at regular intervals or as desired by the Registrar, the Lead Manager and/or the Company. If Any inconsistencies observed by the VESSEL has Refund Bank between the Refund Account and the Masters shall be discussed with the Registrar, the Company and the Lead Manager, prior to dispatch of refund. (f) The Registrar will be responsible for the dispatch of letters of Allotment / Allotment Advice / refund intimation or other permissible means to communication allotment and refund details in a timely manner. (g) The Refund Bank reserves the right to not been delivered and accepted dispatch the refund, if they are not mentioned in accordance the Masters provided by the Registrar, or in case of any mismatch in any of the fields when compared for validation with the Masters. (h) The Refund Bank shall comply with the terms of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”)Agreement, the SELLER is obliged Letter of Offer and all Applicable Laws, directives or instructions issued by the Lead Manager and the Registrar to procure without delay and latest thirty (30) days before the Expiry Date an extension of the Issue, in connection with its responsibilities as a Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”). If the VESSEL is not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before such Extended Expiry Date, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER shall be entitled to at its option to cancel the CONTRACTBank. (ci) HoweverThe Company, in the event of any dispute between the SELLER Lead Manager, Registrar and the BUYER with regard to Refund Bank shall ensure that the SELLER’s obligation to repay refund for un-allotted or partially Allotted Applications is completed on or before T+1 day, T being the instalment or instalments paid by the BUYER and to the BUYER’s right to demand payment from the Refund Guarantor under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII hereof, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award between the SELLER and the BUYER is published. The Refund Guarantor shall not be obligated to make any payment under the Refund Guarantee unless the Final Award orders the SELLER to make repayment. If the SELLER fails to honour the Final Award, then the Refund Guarantor shall refund to the extent the Final Award ordersBasis of Allotment day. (d) Expenses and bank charges for receiving and/or cancelling the Refund Guarantee charged by the BUYER’s bank shall be for the BUYER’s account; and the expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank shall be for the SELLER’s account.

Refunds. 3.2.4.1 In accordance with the procedure set out in the Offer Documents, the Registrar to the Offer along with the Book Running Lead Managers shall at any time on or after Designated Date in the form provided in Annexure F (awith a copy to the Company and Selling Shareholders) All payments made by provide the BUYER prior to delivery Escrow Collection Bank with details of the VESSEL Surplus Amount, if any, to be transferred to the Refund Account. Further, the Registrar to the Offer (with a copy to the Book Running Lead Managers, the Company and the Selling Shareholder) shall also provide the Refund Bank with details of the Bidders to whom refunds have to be made and the amounts to be refunded thereto from the Refund Account in the prescribed form (Annexure E) hereto. 3.2.4.2 The Parties acknowledge and agree that the entire process of dispatch of refunds through electronic clearance shall be completed within 6 (six) Working Days from the Bid/ Offer Closing Date or such other period prescribed under the SEBI ICDR Regulations and other Applicable Laws. However, in the nature case of advance to Minimum Subscription Failure or Stock Exchange Refusal, the SELLER, and entire process of dispatch of refunds of amounts through electronic clearance shall be completed within 4 (four) days from the Bid/ Offer Closing Date (in the event this CONTRACT is justifiably cancelled of a Minimum Subscription Failure) or rescinded the date of receipt of intimation from Stock Exchanges rejecting the application for listing of the Equity Shares (in the event of a Stock Exchange Refusal), or such other prescribed timeline in terms of the SEBI ICDR Regulations and other Applicable Law. The Beneficiaries will be sent a letter by the BUYERRegistrar, all through ordinary post informing them about the mode of credit of refund within 4 (four) Working Days after the Bid/ Offer Closing Date or any other period as prescribed under Applicable Law by the Registrar. 3.2.4.3 The Escrow Collection Bank agrees that it shall immediately and in any event no later than 1 (one) Working Day of receipt of such written intimation from the Book Running Lead Managers transfer the Surplus Amount to the Refund Account, with notice to the Company, the Selling Shareholders and the Registrar to the Offer, in accordance with the specific procedure specified in this Agreement, the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus, the Preliminary Offering Memorandum and the Offering Memorandum, the UPI Circulars, the SEBI ICDR Regulations and Applicable Law. The Refund Bank shall immediately and in any event no later than 1 (one) Working Day of the transfer of the Surplus Amount to the Refund Account, appropriately confirm the same to the Registrar to the Offer, the BRLMs, the Company and each of the Selling Shareholders. Further, the Refund Bank shall immediately and in any event no later than 1 (one) Working Day of the receipt of written intimation as per Clause 3.2.4.1, issue refund instructions to the electronic clearing house, with notice to the Book Running Lead Managers, the Selling Shareholder and the Company. Such intimation from the Registrar, shall in any event, be no later than 6 (six) Working Days from the Bid/Offer Closing Date. 3.2.4.4 The Company shall, within 1 (one) Working Day of the receipt of the list of Bidders to whom refunds have to be made and the amounts to be refunded thereto, prepare and deliver the requisite stationery for printing of refund intimations to the Registrar’s office, who in turn shall immediately dispatch such intimations to the respective Bidders and in any event no later than the time period specified in this regard in the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus, the Preliminary Offering Memorandum and the Offering Memorandum, or such earlier time as may be required by the Book Running Lead Managers. 3.2.4.5 The entire process of transfer of refunds through electronic clearance shall be completed within the prescribed timelines in terms of this CONTRACT permitting such cancellation or rescission, the SELLER SEBI ICDR Regulations and other Applicable Law. 3.2.4.6 The refunds pertaining to amounts in the Refund Account shall refund be made by the Refund Bank to the BUYER respective Bidders in United States Dollars manner set forth below and under Applicable Law: • NACH – National Automated Clearing House (“NACH”) is a consolidated system of ECS. Payment of refund would be done through NACH for Bidders having an account at one of the full amount centres specified by the RBI, where such facility has been made available. This would be subject to availability of complete bank account details including Magnetic Ink Character Recognition (MICR) code wherever applicable from the Depository. The payment of refund through NACH is mandatory for Bidders having a bank account at any of the centres where NACH facility has been made available by the RBI (subject to availability of all sums already received by information for crediting the SELLER refund through NACH including the MICR code as appearing on a cheque leaf, from the BUYER under this CONTRACTdepositories), together with interest except where applicant is otherwise disclosed as eligible to get refunds through NEFT or direct credit or RTGS. • NEFT—Payment of refund may be undertaken through NEFT wherever the branch of the Anchor Investors’ bank is NEFT enabled and has been assigned the Indian Financial System Code (at “IFSC”), which can be linked to the rate set out in respective provision thereof) MICR of that particular branch. The IFSC may be obtained from the website of RBI as at a date of receipt by the SELLER of the respective instalment(s) prior to the date of remittance by telegraphic transfer payment of such refund, duly mapped with MICR numbers. Wherever the Anchor Investors have registered their nine-digit MICR number and their bank account number while opening and operating the demat account, the same may be duly mapped with the IFSC of that particular bank branch and the payment of refund may be made to the account specified by the BUYER. (b) The BUYER’s obligation for payment of the 1st, 2nd, 3rd and 4th instalments shall be subject to the SELLER providing the BUYER with the following Refund Guarantee securing the repayment obligation of the SELLER under this CONTRACT. As security to the BUYER, the SELLER shall deliver to the BUYER, within sixty (60) Banking Days following the execution of this CONTRACT, a refund guarantee (securing refund of the 1st, 2nd, 3rd and 4th Instalments of the Contract Price) (the “Refund Guarantee”) to be issued by a first class Chinese bank acceptable to the BUYER (hereinafter called the “Refund Guarantor”) in the form as per Exhibit “A” annexed hereto. The Refund Guarantee shall become effective upon the SELLER’s receipt of the 1st Instalment from the BUYER. If the VESSEL has not been delivered and accepted in accordance with the terms of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”), the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension of the Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”). If the VESSEL is not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before such Extended Expiry Date, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER shall be entitled to at its option to cancel the CONTRACT. (c) However, in the event of any dispute between the SELLER and the BUYER with regard to the SELLER’s obligation to repay the instalment or instalments paid by the BUYER and to the BUYER’s right to demand payment from the Refund Guarantor under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII hereof, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award between the SELLER and the BUYER is published. The Refund Guarantor shall not be obligated to make any payment under the Refund Guarantee unless the Final Award orders the SELLER to make repayment. If the SELLER fails to honour the Final Award, then the Refund Guarantor shall refund to the extent the Final Award orders. (d) Expenses and bank charges for receiving and/or cancelling the Refund Guarantee charged by the BUYER’s bank shall be for the BUYER’s account; and the expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank shall be for the SELLER’s account.Anchor Investors through this

Refunds. (a) All payments made by the BUYER prior to delivery of the VESSEL shall be in the nature of advance to the SELLER, and in the event this CONTRACT Contract is justifiably rescinded or cancelled or rescinded by the BUYER, all BUYER in accordance with the specific any terms of this CONTRACT permitting Contract which permit such cancellation rescission or rescissioncancellation, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already received paid by the BUYER to the SELLER from the BUYER under this CONTRACTContract, together with interest (at the rate set out in respective provision thereofof Six percent (6.0 %) per annum from the date of receipt by the SELLER of the respective instalment(spayment date(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYER. (b) The BUYER’s obligation for payment of the 1st, 2nd, 3rd and 4th instalments shall be subject to the SELLER providing the BUYER with the following Refund Guarantee securing the repayment obligation of the SELLER under this CONTRACT. As security to the BUYER, the SELLER shall deliver to the BUYER, within sixty Thirty (6030) Banking Days days following the execution approval of this CONTRACT▇▇▇▇▇’s BOD, a refund guarantee (securing refund of Refund Guarantee through the 1st, 2nd, 3rd and 4th Instalments of the Contract Price) (the “Refund Guarantee”) to be SWIFT issued by a first class Chinese the SELLER’s bank acceptable to the BUYER (hereinafter called the “Refund Guarantor”) in the form as per Exhibit “A” annexed hereto. The Refund Guarantee shall become effective upon , such bank to be acceptable to the SELLERBUYER’s receipt of the 1st Instalment from bank and the BUYER. If the VESSEL has not been delivered and accepted in accordance with the terms of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”), the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension of the Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”). If the VESSEL is not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before such Extended Expiry Date, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER shall be entitled to at its option to cancel the CONTRACT. (c) However, in the event of any dispute between the SELLER and the BUYER with regard to the SELLER’s obligation to repay pay the instalment or instalments paid by the BUYER and to the BUYER’s right to demand payment from the Refund Guarantor SELLER’s bank, under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII hereofhereof or for appeal or appeals in accordance with the English laws, the Refund Guarantor SELLER’s bank shall withhold and defer payment under the Refund Guarantee until the Final Award arbitration award between the SELLER and the BUYER is published. The Refund Guarantor SELLER’s bank shall not be obligated to make any payment under the Refund Guarantee unless the Final Award arbitration award (or any court order on appeal therefrom) orders the SELLER to make repaymentpayment and any right of appeal available to the SELLER under English laws is waived or is not exercised by the SELLER in accordance with English law. If the SELLER fails to honour the Final Awardaward or judgment, then the Refund Guarantor SELLER’s bank shall refund to the extent the Final Award arbitration award (or any court judgment) orders. (d. In the event that such dispute is submitted to arbitration in the manner specified above, the SELLER shall be deemed to have agreed to the extension(s) Expenses and bank charges for receiving and/or cancelling the of any Refund Guarantee charged by that may have been issued in accordance with this Article until 30 days after the BUYER’s bank shall be for the BUYER’s account; and the expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged by award (or any court order on appeal therefrom) is final. Production to the SELLER’s bank or any correspondent bank of notice of appointment of an arbitrator shall be for good evidence of the SELLER’s accountagreement to such extension.

Refunds. (a) All payments made by the BUYER prior to delivery of the VESSEL shall be in the nature of advance to the SELLER, and in the event this CONTRACT is justifiably cancelled or rescinded by the BUYER, all in accordance with the specific terms of this CONTRACT permitting such cancellation or rescission, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already received by the SELLER from the BUYER under this CONTRACT, together with interest (at the rate set out in respective provision thereof) from the date of receipt by the SELLER of the respective instalment(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYER. (bi) The BUYER’s obligation for payment of the 1st, 2nd, 3rd and 4th instalments shall be subject to the SELLER providing the BUYER with the following Refund Guarantee securing the repayment obligation of the SELLER under this CONTRACT. As security to the BUYER, the SELLER shall deliver to the BUYER, within sixty (60) Banking Days following the execution of this CONTRACT, a refund guarantee (securing refund of the 1st, 2nd, 3rd and 4th Instalments of the Contract Price) (the “Refund Guarantee”) to be issued by a first class Chinese bank acceptable to the BUYER (hereinafter called the “Refund Guarantor”) in the form as per Exhibit “A” annexed hereto. The Refund Guarantee shall become effective upon the SELLER’s receipt of the 1st Instalment from the BUYER. If the VESSEL has not been delivered and accepted in accordance with the terms of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”), the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension of the Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”). If the VESSEL is not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before such Extended Expiry Date, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER Sellers shall be entitled to at the amount of any refund (or credit in lieu of a refund) with respect to Taxes of any of the Group Companies for or with respect to any Pre-Closing Tax Period that is received (or, in the case of a credit in lieu of a refund, utilized against Taxes otherwise payable) by Parent or any Group Company (including, for the avoidance of doubt, refunds or overpayments of estimated Taxes for the U.S. federal income Tax year ending on the Closing Date, and including any interest paid thereon) (a “Tax Refund”), except to the extent such Tax Refund (A) arises as the result of (y) any payroll Tax Refund (or similar amount received or otherwise realized or utilized on account of COVID-19, the CARES Act, the Families First Act or any similar or related Laws or programs or (z) the carryback of net operating losses or credits from a Tax period (or portion thereof) beginning after the Closing Date or (B) was taken into account in the calculation of the Final Merger Consideration. Within fifteen (15) Business Days after receipt by Parent, the Surviving Entity or any of its option Subsidiaries of any Tax Refund to cancel which the CONTRACTSellers are entitled (or in the case of a credit in lieu of a refund, the filing of a Tax Return actually utilizing such credit), Parent or the Surviving Entity shall, or shall cause the applicable Subsidiary to, deliver and pay over, by wire transfer of immediately available funds, such Tax Refunds to the account designated by the Representative (for the benefit of the Sellers) for distribution to the Sellers, net of any costs, expenses and Taxes incurred by or imposed on Parent or its Affiliates (including the Surviving Entity and its Subsidiaries) in obtaining, receiving or accruing such Tax Refund; provided, however, that, subject to the limitations set forth in Section 9, Parent shall be entitled to offset the net amount of any such Tax Refund against any outstanding indemnification obligation of Sellers for Taxes under Section 9 (including costs and expenses to prepare Pre-Closing Tax Returns payable by the Representative under Section 6.2(b)(i)), and any such offset amount will be treated as if paid by the Sellers for all purposes of Section 9. Parent will, and will cause its Affiliates and the Group Companies to, execute such documents, take reasonable additional actions and otherwise reasonably cooperate with the Representative as may be necessary for Parent, an Affiliate thereof and/or the Group Companies to perfect their rights in and obtain all Tax Refunds for which any such Person is eligible and to which Sellers are entitled. None of Parent or the Surviving Entity shall, or shall permit any of their respective Subsidiaries to, make any election to carry forward a net operating loss to the extent such action would decrease any Tax Refund to which the Sellers would be entitled or otherwise knowingly forfeit, fail to collect or otherwise minimize any Tax Refund to which Sellers would be entitled. (cii) HoweverTo the extent any Tax Refunds of the Group Companies relate to Straddle Periods, such Tax Refunds shall be apportioned between the Sellers, on the one hand, and the Purchaser, on the other hand, using the following principles: (A) except as provided in subpart (B), the amount of any Tax Refund of the Group Companies which relate to the Pre-Closing Tax Period will be determined based on an interim closing of the books as of the close of business on the Closing Date; and (B) the amount of any Tax Refund for Taxes of a Straddle Period imposed on a periodic basis which relate to the Pre-Closing Tax Period will be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the event portion of any dispute between the SELLER Straddle Period ending on the Closing Date and the BUYER with regard denominator of which is the number of days in such Straddle Period. All determinations necessary to the SELLER’s obligation give effect to repay the instalment or instalments paid by the BUYER and to the BUYER’s right to demand payment from the Refund Guarantor under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII hereof, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award between the SELLER and the BUYER is published. The Refund Guarantor shall not be obligated to make any payment under the Refund Guarantee unless the Final Award orders the SELLER to make repayment. If the SELLER fails to honour the Final Award, then the Refund Guarantor shall refund to the extent the Final Award orders. (dthis Section 6.2(c)(ii) Expenses and bank charges for receiving and/or cancelling the Refund Guarantee charged by the BUYER’s bank shall be made in a manner consistent with the initial allocation of Liability for the BUYER’s account; and the expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank shall be for the SELLER’s accountTaxes of a Straddle Period under Section 6.2(a)(iii).

Refunds. (a) All payments made by the BUYER prior to delivery of the VESSEL shall be in the nature of advance to the SELLER, and in In the event this CONTRACT is justifiably cancelled or rescinded by of a failure to complete the BUYER, all Issue in accordance with the specific terms Clauses 3.2.4(a) and/or 3.2.5 of this CONTRACT permitting such cancellation or rescissionAgreement, if the Application Monies have already been transferred to the Allotment Account, then upon receipt of written instructions from the Lead Manager, in the form provided in Annexure E, the SELLER shall refund Banker to the BUYER Issue shall forthwith transfer the amounts lying credit of the relevant Allotment Account to the Refund Account and the Refund Bank shall make payments in United States Dollars the full amount of all sums already received accordance with Applicable Law. All refunds under this Agreement shall be payable by the SELLER from Refund Bank and until such refunds are paid as agreed herein, the BUYER under this CONTRACT, together with interest (at monies lying in the rate set out in respective provision thereof) from Refund Account shall be held for the date of receipt by the SELLER benefit of the respective instalment(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYERBeneficiaries without any right or lien thereon. (b) The BUYER’s obligation In accordance with the procedure set out in the Letter of Offer, the Lead Manager and the Registrar shall at any time on or after the Transfer Date, in the form provided in Annexure I hereto (with a copy to the Company) provide the Escrow Collection Bank, with instructions for payment the Surplus Amount, lying to the credit of the 1stEscrow Account, 2ndif any, 3rd to be transferred to the Refund Account. Further, on or before the Transfer Date, the Registrar (with a copy to the Lead Manager and 4th instalments the Company) shall also provide the Refund Bank with details of the Applicants to whom refunds have to be made from the Refund Account in the form provided in Annexure J hereto. (c) The Escrow Collection Bank agrees that it shall immediately and in any event no later than one (1) Business Day of receipt of instruction as per Clause 3.2.7(b), transfer the Surplus Amount to the Refund Account, with notice to the Company, the Lead Manager and the Registrar. The Refund Bank shall immediately and in any event no later than one (1) Business Day of the receipt of instruction as per Clause 3.2.7(b), issue refund instructions to the electronic clearing house, with notice to the Lead Manager, the Company and the Registrar. (d) The refunds pertaining to amounts in the Refund Account shall be made by the Refund Bank to the respective Applicants in accordance with and in the manner provided in the Letter of Offer. (e) Any returns/rejects from NACH/NEFT/RTGS/Direct Credit will be refunded by way of demand drafts by the Refund Bank. The Refund Bank for such refunds will act in accordance with the instructions of the Registrar for issuances of these instruments. (f) Online validation at the point of payment by the Refund Bank is subject to the SELLER Registrar providing the BUYER with the following Refund Guarantee securing the repayment obligation of the SELLER under this CONTRACT. As security to the BUYER, the SELLER shall deliver to the BUYER, within sixty complete master lists (60) Banking Days following the execution of this CONTRACT, a refund guarantee (securing refund of the 1st, 2nd, 3rd and 4th Instalments of the Contract Price) (the “Refund GuaranteeMasters”) to be issued the Refund Bank, in the format specified by a first class Chinese bank acceptable the Refund Bank. The Registrar shall ensure that any change in the Masters is communicated to the BUYER (hereinafter called Refund Bank immediately to ensure timely refund. The Registrar shall be liable for all consequences which may arise as a result of delay or error in such communication of the “aforesaid changes to the Refund Guarantor”) in Bank and the form Refund Bank disclaims all liabilities for effecting a payment as per Exhibit “A” annexed heretothe Masters in their possession. The Refund Guarantee Bank shall become effective upon the SELLER’s receipt be responsible for reconciliation of the 1st Instalment from Refund Account with the BUYERMasters provided by the Registrar and the Refund Bank shall provide a list of paid/ unpaid cases at regular intervals or as desired by the Registrar, the Lead Manager and/or the Company. If Any inconsistencies observed by the VESSEL has Refund Bank between the Refund Account and the Masters shall be discussed with the Registrar, the Company and the Lead Manager, prior to dispatch of refund. (g) The Registrar will be responsible for the dispatch of letters of Allotment / Allotment Advice / refund intimation or other permissible means to communication allotment and refund details in a timely manner. (h) The Refund Bank reserves the right to not been delivered and accepted dispatch the refund, if they are not mentioned in accordance the Masters provided by the Registrar, or in case of any mismatch in any of the fields when compared for validation with the Masters. (i) The Refund Bank shall comply with the terms of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”)Agreement, the SELLER is obliged to procure without delay Letter of Offer and latest thirty (30) days before all Applicable Laws, directives or instructions issued by the Expiry Date an extension of the Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”). If the VESSEL is not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before such Extended Expiry DateCompany, the SELLER is obliged Lead Manager and the Registrar to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER shall be entitled to at its option to cancel the CONTRACT. (c) HoweverIssue, in the event of any dispute between the SELLER and the BUYER connection with regard to the SELLER’s obligation to repay the instalment or instalments paid by the BUYER and to the BUYER’s right to demand payment from the its responsibilities as a Refund Guarantor under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII hereof, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award between the SELLER and the BUYER is published. The Refund Guarantor shall not be obligated to make any payment under the Refund Guarantee unless the Final Award orders the SELLER to make repayment. If the SELLER fails to honour the Final Award, then the Refund Guarantor shall refund to the extent the Final Award ordersBank. (d) Expenses and bank charges for receiving and/or cancelling the Refund Guarantee charged by the BUYER’s bank shall be for the BUYER’s account; and the expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank shall be for the SELLER’s account.

Refunds. (a) All payments instalments made by the BUYER to the SELLER prior to delivery the Delivery of the VESSEL shall be to the BUYER are in the nature of advance to the SELLERadvances and, and in the event this CONTRACT Contract is justifiably rescinded or cancelled or rescinded by the BUYER, BUYER all in accordance with the specific terms of this CONTRACT Contract permitting such cancellation rescission or rescissioncancellation, shall be refunded by the SELLER shall refund to the BUYER in United States Dollars in the full amount of all sums already received by the SELLER from the BUYER has received under this CONTRACTContract, together with interest (at the rate set out in respective provision thereofhereof) from the date of receipt by the SELLER of the respective instalment(spayment date(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYER. (b) The BUYER’s obligation for payment of the 1st, 2nd, 3rd and 4th instalments shall be subject to the SELLER providing the BUYER with the following Refund Guarantee securing the repayment obligation of the SELLER under this CONTRACT. As security to the BUYER, the SELLER shall shall, prior to and as a condition of the payment by the BUYER of the 1st Instalment, deliver to the BUYER, within sixty (60) Banking Days following the execution of this CONTRACT, BUYER a refund guarantee (securing refund of the Refund Guarantee covering 1st, 2nd, and 3rd and 4th Instalments of the Contract Price) (the “instalments. The Refund Guarantee”) to Guarantee shall be issued by a first class Chinese the SELLER’s bank acceptable to in the BUYER (hereinafter called the “Refund Guarantor”) People’s Republic of China in the form as per Exhibit “AB” annexed hereto. The cost for issuing and maintain the Refund Guarantee shall become effective upon be for the SELLER’s receipt of the 1st Instalment from the BUYERaccount. If the VESSEL has not been delivered and accepted in accordance with the terms of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”), the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension of the Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”). If the VESSEL is not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before such Extended Expiry Date, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER shall be entitled to at its option to cancel the CONTRACT. (c) However, in the event of any dispute between the SELLER and the BUYER with regard to the SELLER’s obligation to repay the instalment or instalments paid by the BUYER and to the BUYER’s right to demand payment from the Refund Guarantor SELLER’s bank under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article ARTICLE XIII hereof, the Refund Guarantor SELLER’s bank shall withhold and defer payment under the Refund Guarantee until the Final Award arbitration award between the Date: 13th November, 2013 SELLER and the BUYER is published. The Refund Guarantor SELLER’s bank shall not be obligated to make any payment under the Refund Guarantee unless the Final Award arbitration award orders the SELLER to make repayment. If the SELLER fails to honour the Final Awardaward, then the Refund Guarantor SELLER’s bank shall refund to the extent the Final Award arbitration award orders. (d) Expenses and bank charges for receiving and/or cancelling the Refund Guarantee charged by the BUYER’s bank shall be for the BUYER’s account; and the expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank shall be for the SELLER’s account.

Refunds. (a) All payments made by the BUYER prior to delivery of the VESSEL shall be in the nature of advance to the SELLER, and in In the event this CONTRACT is justifiably cancelled or rescinded by of a failure to complete the BUYER, all Issue in accordance with the specific terms Clauses 3.2.4(a) and/or 3.2.5 of this CONTRACT permitting such cancellation or rescissionAgreement, if the Application Monies have already been transferred to the Allotment Account, then upon receipt of joint written instructions from the Lead Manager and the Registrar, in the form provided in Annexure E, the SELLER shall refund Banker to the BUYER Issue shall forthwith transfer the amounts lying credit of the Allotment Account to the Refund Account and the Refund Bank shall make payments in United States Dollars the full amount of all sums already received accordance with Applicable Law. All refunds under this Agreement shall be payable by the SELLER from Refund Bank and until such refunds are paid as agreed herein, the BUYER under this CONTRACT, together with interest (at monies lying in the rate set out in respective provision thereof) from Refund Account shall be held for the date of receipt by the SELLER benefit of the respective instalment(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYERBeneficiaries without any right or lien thereon. (b) The BUYER’s obligation In accordance with the procedure set out in the Letter of Offer, the Lead Manager and the Registrar shall, in the form provided in Annexure I hereto provide the Escrow Collection Bank, with joint instructions for payment the Surplus Amount, lying to the credit of the 1stEscrow Account, 2ndif any, 3rd to be transferred to the Refund Account. Further, on or before the Transfer Date, the Registrar and 4th instalments the Lead Manager shall also provide the Refund Bank with details of the Applicants to whom refunds have to be made from the Refund Account in the form provided in Annexure J hereto. (c) The Escrow Collection Bank agrees that it shall immediately and in any event no later than one (1) Business Day of receipt of instruction as per Clause 3.2.7(b), transfer the Surplus Amount to the Refund Account, with notice to the Company, the Lead Manager and the Registrar. The Refund Bank shall immediately and in any event no later than one (1) Business Day of the receipt of instruction as per Clause 3.2.7(b), issue refund instructions to the electronic clearing house, with notice to the Lead Manager, the Company and the Registrar. (d) The refunds pertaining to amounts in the Refund Account shall be made by the Refund Bank to the respective Applicants in accordance with and in the manner provided under Applicable Law. (e) Any returns/rejects from NACH/NEFT/RTGS/Direct Credit will be refunded by way of demand drafts / direct transfers by the Refund Bank. The Refund Bank for such refunds will act in accordance with the instructions of the Registrar for issuances of these instruments. (f) Online validation at the point of payment by the Refund Bank is subject to the SELLER Registrar providing the BUYER with the following Refund Guarantee securing the repayment obligation of the SELLER under this CONTRACT. As security to the BUYER, the SELLER shall deliver to the BUYER, within sixty complete master lists (60) Banking Days following the execution of this CONTRACT, a refund guarantee (securing refund of the 1st, 2nd, 3rd and 4th Instalments of the Contract Price) (the “Refund GuaranteeMasters”) to be issued the Refund Bank, in the format specified by a first class Chinese bank acceptable the Refund Bank. The Registrar shall ensure that any change in the Masters is communicated to the BUYER (hereinafter called Refund Bank immediately to ensure timely refund. The Registrar shall be liable for all consequences which may arise as a result of delay or error in such communication of the “aforesaid changes to the Refund Guarantor”) in Bank and the form Refund Bank disclaims all liabilities for effecting a payment as per Exhibit “A” annexed heretothe Masters in their possession. The Refund Guarantee Bank shall become effective upon the SELLER’s receipt be responsible for reconciliation of the 1st Instalment from Refund Account with the BUYERMasters provided by the Registrar and the Refund Bank shall provide a list of paid/ unpaid cases at regular intervals or as desired by the Registrar, the Lead Manager and/or the Company. If Any inconsistencies observed by the VESSEL has Refund Bank between the Refund Account and the Masters shall be discussed with the Registrar, the Company and the Lead Manager, prior to dispatch of refund. (g) The Registrar will be responsible for the dispatch of letters of Allotment / Allotment Advice / refund intimation or other permissible means to communicate allotment and refund details in a timely manner. (h) The Refund Bank reserves the right to not been delivered and accepted dispatch the refund, if they are not mentioned in accordance the Masters provided by the Registrar, or in case of any mismatch in any of the fields when compared for validation with the Masters. (i) The Refund Bank shall comply with the terms of this CONTRACT before Agreement and all Applicable Law, directives or instructions issued by the specific expiry date as stipulated in Exhibit “A” annexed hereto Lead Manager and the Registrar to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”), the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension of the Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”). If the VESSEL is not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before such Extended Expiry Date, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER shall be entitled to at its option to cancel the CONTRACT. (c) HoweverIssue, in the event of any dispute between the SELLER and the BUYER connection with regard to the SELLER’s obligation to repay the instalment or instalments paid by the BUYER and to the BUYER’s right to demand payment from the its responsibilities as a Refund Guarantor under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII hereof, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award between the SELLER and the BUYER is published. The Refund Guarantor shall not be obligated to make any payment under the Refund Guarantee unless the Final Award orders the SELLER to make repayment. If the SELLER fails to honour the Final Award, then the Refund Guarantor shall refund to the extent the Final Award ordersBank. (d) Expenses and bank charges for receiving and/or cancelling the Refund Guarantee charged by the BUYER’s bank shall be for the BUYER’s account; and the expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank shall be for the SELLER’s account.

Refunds. (a) All payments made Without duplication, Seller shall be entitled to any refunds of Seller Indemnified Taxes for a Pre-Closing Tax Period or refunds of Taxes of the Transferred Entities for any Pre-Closing Tax Period that are set forth on Section 8.9(a) of the Seller Disclosure Schedule (and, for the avoidance of doubt, Seller’s entitlement to any such Tax refund that is set forth in Section 8.9(a) of the Seller Disclosure Schedule shall not exceed the amount of any such Tax refund set forth on such schedule, which schedule may be updated prior to the Closing by Seller (x) to reflect any such Tax refunds (including amounts thereof) that are known as of Closing or (y) to revise any amounts reflected thereon) that are received by a Transferred Entity in cash after the Closing Date (or that, in lieu of a cash refund, is actually credited against and reduce any Taxes of a Transferred Entity payable in cash for a Post-Closing Tax Period (including interest thereon received from the relevant Tax Authority and including refunds and credits arising by reason of amended Tax Returns filed after the Closing Date or otherwise)), provided that such Taxes that are refunded or credited were (A) paid by Seller or its Affiliates (other than the Transferred Entities) (including by way of indemnification under this Agreement) (B) paid by the BUYER prior to delivery Transferred Entities before the Calculation Time, or (C) taken into account as an Income Tax Liability in the calculation of the VESSEL Indebtedness (“Tax Refunds”). Any such Tax Refund for any Straddle Period shall be in the nature of advance equitably apportioned to the SELLER, and in the event this CONTRACT is justifiably cancelled or rescinded by the BUYER, all Seller in accordance with the specific terms principles set forth in Section 8.2. Purchaser shall use commercially reasonable efforts to, and to cause its Affiliates (including the Transferred Entities) to claim any Tax Refund that the Transferred Entities are entitled to under applicable Law as soon as reasonably practicable after the Closing Date. To the extent permitted by applicable Law, Purchaser shall and shall cause its Affiliates (including the Transferred Entities) to cause the applicable Tax Authority that issues any Tax credit that is described in this Section 8.9 to issue a cash refund in lieu of this CONTRACT permitting such cancellation Tax credit. If Purchaser or rescissionany of its Affiliates (including the Transferred Entities) actually receives a Tax Refund, then Purchaser shall pay, or cause its Affiliates to pay, to Seller the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already received such Tax Refund (including any interest paid thereon by the SELLER from relevant Tax Authority and net of any reasonable out-of-pocket costs (including Taxes) incurred by Purchaser or its Affiliates (including the BUYER under this CONTRACT, together with interest Transferred Entity) in obtaining any such Tax Refund or paying such Tax Refund to Seller) within fifteen (at the rate set out in respective provision thereof15) from the date of receipt by the SELLER days of the respective instalment(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYER. (b) The BUYER’s obligation for payment of the 1st, 2nd, 3rd and 4th instalments shall be subject to the SELLER providing the BUYER with the following Refund Guarantee securing the repayment obligation of the SELLER under this CONTRACT. As security to the BUYER, the SELLER shall deliver to the BUYER, within sixty (60) Banking Days following the execution of this CONTRACT, a refund guarantee (securing refund of the 1st, 2nd, 3rd and 4th Instalments of the Contract Price) (the “Refund Guarantee”) to be issued by a first class Chinese bank acceptable to the BUYER (hereinafter called the “Refund Guarantor”) in the form as per Exhibit “A” annexed hereto. The Refund Guarantee shall become effective upon the SELLER’s receipt of the 1st Instalment from Tax Refund or the BUYERapplication of such Tax Refund against actual cash Tax liabilities otherwise payable, as applicable. If Notwithstanding the VESSEL has foregoing, Seller shall not been delivered be entitled to (i) any Tax Refund attributable to any Loss or other attribute arising in a Tax period (or portion thereof) commencing after the Closing Date, (ii) any Tax Refund included as an asset in Working Capital, Transaction Expenses, or Indebtedness (as finally determined), (iii) any Tax Refund that is required to be paid to a third party pursuant to an agreement in place as of the Closing or to an insurer pursuant to the terms of a R&W insurance policy, and accepted in accordance with (iv) any Tax Refund that is credited against a Tax for which the Seller is liable under the terms of this CONTRACT before Agreement. In the specific expiry date as stipulated in Exhibit “A” annexed hereto event any Tax Refund paid to Seller pursuant to this Section 8.9 is subsequently disallowed or required to be four hundred repaid to the applicable Governmental Entity, Seller shall promptly repay to Purchaser or the applicable Transferred Entity the amount of such Tax Refund previously paid to Seller. The parties hereto intend that any such payment pursuant to this Section 8.9 be treated for U.S. federal and thirty five (435) days after applicable state and local Income Tax purposes as an adjustment to the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”), the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension Purchase Price of the Refund Guarantee so that Company Interests and shall not take an inconsistent position for all applicable Tax purposes (including filing Tax Returns) unless otherwise required by a “determination” (within the Refund Guarantee is valid for at least sixty (60meaning of Section 1313(a) days after the Expiry Date (the “Extended Expiry Date”). If the VESSEL is not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before such Extended Expiry Date, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for Code or comparable provisions of state and local Tax laws; provided with respect to a state or local determination that any such determination by an applicable Tax Authority shall only affect the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER shall be entitled to at its option to cancel the CONTRACT. (c) However, parties’ obligations in the event of any dispute between the SELLER and the BUYER with regard to the SELLER’s obligation to repay the instalment or instalments paid by the BUYER and to the BUYER’s right to demand payment from the Refund Guarantor under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII hereof, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award between the SELLER and the BUYER is published. The Refund Guarantor shall not be obligated to make any payment under the Refund Guarantee unless the Final Award orders the SELLER to make repayment. If the SELLER fails to honour the Final Award, then the Refund Guarantor shall refund to the extent the Final Award ordersapplicable jurisdiction). (d) Expenses and bank charges for receiving and/or cancelling the Refund Guarantee charged by the BUYER’s bank shall be for the BUYER’s account; and the expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank shall be for the SELLER’s account.

Refunds. 3.2.4.1. In accordance with the procedure set out in the Offer Documents, the Registrar along with the Lead Managers shall at any time on or after Designated Date in the form provided in Schedule VI (awith a copy to the Company and Selling Shareholders) All payments provide the Escrow Collection Bank with details of the Surplus Amount, if any, to be transferred to the Refund Account. Further, the Registrar (with a copy to the Lead Managers, the Company and the Selling Shareholders) shall also provide the Refund Bank with details of the Anchor Investors to whom refunds have to be made and the amounts to be refunded thereto from the Refund Account in the prescribed form (Schedule X) hereto. The refunds pertaining to amounts in the Refund Accounts shall be made by the BUYER prior to delivery of the VESSEL shall be in the nature of advance Refund Bank to the SELLERrespective Anchor Investors in accordance with Applicable Law. For the purposes of such refunds, and in the event this CONTRACT is justifiably cancelled or rescinded by the BUYER, all Refund Bank will act in accordance with the specific terms instructions of this CONTRACT permitting the Lead Managers and the Registrar for issuances of such cancellation instruments, copies of which shall be marked to the Company and the Registrar. 3.2.4.2. Parties acknowledge and agree that the entire process of dispatch of refunds through electronic clearance shall be completed within six Working Days from the Bid/ Issue Closing Date or rescissionsuch other period prescribed under the SEBI ICDR Regulations and other Applicable Law. However, in the case of Minimum Subscription Failure or Stock Exchange Refusal, the SELLER entire process of dispatch of refunds of amounts through electronic clearance shall refund to the BUYER in United States Dollars the full amount of all sums already received by the SELLER from the BUYER under this CONTRACT, together with interest (at the rate set out in respective provision thereof) be completed within four days from the date of the Bid/Offer Closing Date (in the event of a Minimum Subscription Failure) or the date of receipt of intimation from Stock Exchanges rejecting the application for listing of the Equity Shares (in the event of a Stock Exchange Refusal), or such other prescribed timeline in terms of the SEBI ICDR Regulations and other Applicable Law. 3.2.4.3. The Escrow Collection Bank agrees that it shall immediately and in any event no later than one Working Day of receipt of such intimation from the Lead Managers transfer the Surplus Amount to the Refund Account, with notice to the Company and the Registrar. The Refund Bank shall immediately and in any event no later than one Working Day of the receipt of intimation as per Clause 3.2.4.2, issue refund instructions to the electronic clearing house, with notice to the Lead Managers and the Company. Such intimation from the Registrar, shall in any event, be no later than six Working Days from the Bid/ Offer Closing Date, or as maybe prescribed under Applicable Law. 3.2.4.4. The Registrar shall prepare and deliver to the Company an estimate of the stationery that will be required for printing the refund intimations. The Company shall, within one (1) Working Day of the receipt of the list of Bidders to whom refunds have to be made and the amounts to be refunded thereto, prepare and deliver the requisite stationery for printing of refund intimations to the Registrar’s office, who in turn shall immediately dispatch such intimations to the respective Bidders and in any event no later than the time period specified in this regard in the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus, the Preliminary Offering Memorandum and the Offering Memorandum, or such earlier time as may be required by the SELLER Lead Managers. On receipt of the intimation of failure of the Offer from the Lead Managers and the Company, the Registrar shall, within one Working Day from the receipt of such intimation, provide the SCSBs written details of the Bid Amounts to be unblocked from the ASBA Accounts of the ASBA Bidders (with a copy to the Company and the Lead Managers). 3.2.4.5. The refunds pertaining to amounts in the Refund Account shall be made by the Refund Bank to the respective instalment(sBidders in manner set forth below: • NACH – National Automated Clearing House (“NACH”) which is a consolidated system of ECS. Payment of refund would be done through NACH for Bidders having an account at one of the centres specified by the RBI, where such facility has been made available. This would be subject to availability of complete bank account details including Magnetic Ink Character Recognition (MICR) code wherever applicable from the Depository. The payment of refund through NACH is mandatory for Bidders having a bank account at any of the centres where NACH facility has been made available by the RBI (subject to availability of all information for crediting the refund through NACH including the MICR code as appearing on a cheque leaf, from the depositories), except where applicant is otherwise disclosed as eligible to get refunds through NEFT or direct credit or RTGS. • NEFT—Payment of refund may be undertaken through NEFT wherever the branch of the Anchor Investors’ bank is NEFT enabled and has been assigned the Indian Financial System Code (“IFSC”), which can be linked to the MICR of that particular branch. The IFSC may be obtained from the website of RBI as at a date prior to the date of remittance by telegraphic transfer payment of such refund, duly mapped with MICR numbers. Wherever the Anchor Investors have registered their nine-digit MICR number and their bank account number while opening and operating the demat account, the same may be duly mapped with the IFSC of that particular bank branch and the payment of refund may be made to the Anchor Investors through this method. In the event NEFT is not operationally feasible, the payment of refunds may be made through any one of the other modes as discussed in this section; • RTGS—Anchor Investors having a bank account at any of the centers notified by SEBI where clearing houses are managed by the RBI, may have the option to receive refunds, if any, through RTGS. • Direct Credit—Anchor Investors having their bank account with the Refund Bank may be eligible to receive refunds, if any, through direct credit to such bank account. • For all other Bidders, including those who have not updated their bank particulars with the MICR code, refund warrants will be dispatched through speed or registered post (subject to postal rules) at the Bidder’s sole risk. Such refunds will be made by cheques, pay orders or demand drafts drawn on the Refund Bank and payable at par at places where Bids are received. Any bank charges for cashing such cheques, pay orders or demand drafts at other centers will be payable by the respective Bidders. 3.2.4.6. Online validation at the point of payment by the Refund Bank is subject to the Registrar providing complete master lists (“Masters”) to the Refund Bank, in the format specified by the BUYER. (b) Refund Bank. The BUYER’s obligation Registrar shall ensure that any change in the Masters is communicated to the Refund Bank immediately to ensure timely refund. The Registrar shall be liable for payment all consequences which may arise as a result of delay or error in such communication of the 1st, 2nd, 3rd and 4th instalments shall be subject aforesaid changes to the SELLER providing the BUYER with the following Refund Guarantee securing the repayment obligation of the SELLER under this CONTRACT. As security to the BUYER, the SELLER shall deliver to the BUYER, within sixty (60) Banking Days following the execution of this CONTRACT, a refund guarantee (securing refund of the 1st, 2nd, 3rd and 4th Instalments of the Contract Price) (the “Refund Guarantee”) to be issued by a first class Chinese bank acceptable to the BUYER (hereinafter called the “Refund Guarantor”) in the form as per Exhibit “A” annexed heretoBank. The Refund Guarantee Bank shall become effective upon the SELLER’s receipt of the 1st Instalment from the BUYER. If the VESSEL has not been delivered and accepted in accordance with the terms of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”), the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension responsible for reconciliation of the Refund Guarantee so that Account with the Masters provided by the Registrar and the Refund Guarantee is valid for Bank shall provide a list of paid/unpaid cases at least sixty (60) days after regular intervals or as desired by the Expiry Date (Registrar, Lead Managers and the “Extended Expiry Date”)Company. If Any inconsistencies observed by the VESSEL is not yet able to Refund Bank between the Refund Account and the Masters shall be delivered and accepted in accordance discussed with the terms Registrar and the Lead Managers, prior to dispatch of refund. 3.2.4.7. All refunds under this CONTRACT before Agreement shall be payable by the Refund Bank and until such Extended Expiry Daterefunds are paid as agreed herein, the SELLER is obliged to procure, without delay and latest thirty (30) days before monies lying in the Extended Expiry Date, another extension Refund Account shall be held for the benefit of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER shall be entitled to at its option to cancel the CONTRACTBeneficiaries without any right or lien thereon. (c) However, in the event of any dispute between the SELLER and the BUYER with regard to the SELLER’s obligation to repay the instalment or instalments paid by the BUYER and to the BUYER’s right to demand payment from the Refund Guarantor under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII hereof, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award between the SELLER and the BUYER is published3.2.4.8. The Refund Guarantor shall Bank reserves the right to not be obligated to make any payment under dispatch the Refund Guarantee unless refund, if they are not mentioned in the Final Award orders the SELLER to make repayment. If the SELLER fails to honour the Final Award, then the Refund Guarantor shall refund to the extent the Final Award orders. (d) Expenses and bank charges for receiving and/or cancelling the Refund Guarantee charged Masters provided by the BUYER’s bank shall be Registrar, or in case of any mismatch in any of the fields when compared for validation with the BUYER’s account; and the expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank shall be for the SELLER’s accountMasters.

Refunds. (a) All payments made by the BUYER prior to delivery of the VESSEL shall be in the nature of advance to the SELLER, and in In the event this CONTRACT is justifiably cancelled or rescinded by of a failure to complete the BUYER, all Issue in accordance with the specific terms Clauses 2.11.4(a) and/or 2.11.5 of this CONTRACT permitting such cancellation or rescissionAgreement, if the Application Monies have already been transferred to the Allotment Account, then upon receipt of joint written instructions from the Lead Manager along with the Company and the Registrar, in the form provided in Annexure E, the SELLER shall refund Banker to the BUYER Issue shall forthwith transfer the amounts lying credit of the Allotment Account in United States Dollars respect to Application Monies to the full amount of all sums already received Refund Account and the Refund Bank shall make payments in accordance with Applicable Law. All refunds under this Agreement shall be payable by the SELLER from Refund Bank and until such refunds are paid as agreed herein, the BUYER under this CONTRACT, together with interest (at monies lying in the rate set out in respective provision thereof) from Refund Account shall be held for the date of receipt by the SELLER benefit of the respective instalment(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYERBeneficiaries without any right or lien thereon. (b) Further, on or before the Transfer Date, the Registrar along with the Company and the Lead Manager shall also provide the Refund Bank with details of the Applicants to whom refunds have to be made from the Refund Account in the form provided in Annexure I hereto. Further, on the Call Transfer Date, the Banker to the Issue shall, on receipt of written instructions in this regard from the Company and the Registrar, in the format as set out in Annexure K, transfer the amounts as instructed, to the Refund Account. (c) The BUYER’s obligation Refund Bank shall immediately and in any event no later than one (1) Business Day of the receipt of instruction as per Clause 2.11.7(b), issue refund instructions to the electronic clearing house, with notice to the Lead Manager, the Company and the Registrar. (d) The refunds pertaining to amounts in the Refund Account shall be made by the Refund Bank to the respective Applicants in accordance with and in the manner provided in the Letter of Offer and under Applicable Law. (e) The Registrar shall within 2 (two) calendar days of the date of approval of the Basis of Allotment by the Designated Stock Exchange over-print the refund warrants and dispatch the same to the respective Beneficiaries. Notwithstanding the above, the entire process of dispatch of refund warrants / refunds through electronic clearance shall be completed within time prescribed by SEBI and Stock Exchanges in this regard. Subject to the provisions of this Agreement, it is agreed that in the event the Banker to the Issue does not comply with the refund instructions issued by the Registrar and the Lead Manager, it shall be liable to pay the requisite interest in accordance with the Applicable Laws on the amount liable to be refunded for every such day of delay, provided that all the Parties agree that on the payment of such interest amount, the 1stBankers to the Issue shall, 2ndsubject to applicable statutory / regulatory requirements including the requirements of the SEBI ICDR Regulations, 3rd stand absolved of all or any other liability that may arise due to such non-compliance with the refund instructions issued by the Registrar and 4th instalments the Lead Manager. (f) The refunds pertaining to amounts in the Refund Account shall be made to the respective Applicants in the following manner: (i) NEFT — Payment of refund shall be undertaken through NEFT wherever the Investors' bank has been assigned the Indian Financial System Code (IFSC), which can be linked to a MICR, allotted to that particular bank branch. IFSC Code will be obtained from the website of RBI as on a date immediat ▇▇▇ prior to the date of payment of refund, duly mapped with MICR numbers. Wherever the Investors have registered their nine digit MICR number and their bank account number with the Registrar or with the depository participant while opening and operating the demat account, the same will be duly mapped with the IFSC Code of that particular bank branch and the payment of refund will be made to the Investors through this method. (ii) RTGS — If the refund amount exceeds Rs. 200,000, the Investors have the option to receive refund through RTGS. Such eligible Investors who indicate their preference to receive refund through RTGS are required to provide the IFSC code in the CAF. In the event the same is not provided, refund shall be made through NACH or any other eligible mode. Charges, if any, levied by the Investor's bank receiving the credit would be borne by the Investor. (iii) Direct Credit — Investors having bank accounts with the Banker to the Issue shall be eligible to receive refunds through direct credit. Charges, if any, levied by the relevant bank(s) for the same would be borne by the Issuer. (iv) For all other Investors, the refund orders will be dispatched through speed post/registered post. Such refunds will be made by cheques, pay orders or demand drafts drawn in favour of the sole/ first Investor and Credit of refunds to Investors in any other electronic manner permissible under the banking laws, which are in force and are permitted by the SEBI from time to time. (g) Online validation at the point of payment by the Refund Bank is subject to the SELLER Registrar providing the BUYER with the following Refund Guarantee securing the repayment obligation of the SELLER under this CONTRACT. As security to the BUYER, the SELLER shall deliver to the BUYER, within sixty complete master lists (60) Banking Days following the execution of this CONTRACT, a refund guarantee (securing refund of the 1st, 2nd, 3rd and 4th Instalments of the Contract Price) (the “Refund GuaranteeMasters”) to be issued the Refund Bank, in the format specified by a first class Chinese bank acceptable the Refund Bank. The Registrar shall ensure that any change in the Masters is communicated to the BUYER (hereinafter called Refund Bank immediately to ensure timely refund. The Registrar shall be liable for all consequences which may arise as a result of delay or error in such communication of the “aforesaid changes to the Refund Guarantor”) in Bank and the form Refund Bank disclaims all liabilities for effecting a payment as per Exhibit “A” annexed heretothe Masters in their possession. The Refund Guarantee Bank shall become effective upon the SELLER’s receipt be responsible for reconciliation of the 1st Instalment from Refund Account with the BUYERMasters provided by the Registrar and the Refund Bank shall provide a list of paid/ unpaid cases at regular intervals or as desired by the Registrar, the Lead Manager and/or the Company. If Any inconsistencies observed by the VESSEL Refund Bank between the Refund Account and the Masters shall be discussed with the Registrar, the Company and the Lead Manager, prior to dispatch of refund. (h) The Registrar will be responsible for the dispatch of letters of Allotment / Allotment Advice / refund intimation or other permissible means to communicate allotment and refund details in a timely manner. (i) The Refund Bank reserves the right to not dispatch the refund, if they are not mentioned in the Masters provided by the Registrar, or in case of any mismatch in any of the fields when compared for validation with the Masters. (j) The Banker to the Issue shall not be responsible for any claim by any Beneficiary, the Company, or any other person for fraudulent encashment through pilferage, alteration, forgery, duplication, or presentment through wrong bank provided the Banker to the Issue has acted in good faith and not been delivered and accepted in accordance out of gross negligence, fraud or wilful misconduct. (k) The Refund Bank shall comply with the terms of this CONTRACT before Agreement and all Applicable Law, directives or instructions issued by the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”), the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension of the Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”). If the VESSEL is not yet able to be delivered and accepted in accordance Lead Manager along with the terms of this CONTRACT before such Extended Expiry Date, Company and the SELLER is obliged Registrar to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER shall be entitled to at its option to cancel the CONTRACT. (c) HoweverIssue, in the event of any dispute between the SELLER and the BUYER connection with regard to the SELLER’s obligation to repay the instalment or instalments paid by the BUYER and to the BUYER’s right to demand payment from the its responsibilities as a Refund Guarantor under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII hereof, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award between the SELLER and the BUYER is published. The Refund Guarantor shall not be obligated to make any payment under the Refund Guarantee unless the Final Award orders the SELLER to make repayment. If the SELLER fails to honour the Final Award, then the Refund Guarantor shall refund to the extent the Final Award ordersBank. (d) Expenses and bank charges for receiving and/or cancelling the Refund Guarantee charged by the BUYER’s bank shall be for the BUYER’s account; and the expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank shall be for the SELLER’s account.

Refunds. (ai) All payments made Any Tax refund (including any interest in respect thereof) received by the BUYER prior to delivery Holdings, C&A Products or any of the VESSEL shall be in Bison Subsidiaries (other than the nature of advance to the SELLER, Brazilian Entities and in the event this CONTRACT is justifiably cancelled or rescinded by the BUYER, all in accordance with the specific terms of this CONTRACT permitting such cancellation or rescission, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already received by the SELLER from the BUYER under this CONTRACT, together with interest (at the rate set out in respective provision thereof) from the date of receipt by the SELLER of the respective instalment(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYER. (b) The BUYER’s obligation for payment of the 1st, 2nd, 3rd THI and 4th instalments shall be subject to the SELLER providing the BUYER with the following Refund Guarantee securing the repayment obligation of the SELLER under this CONTRACT. As security to the BUYER, the SELLER shall deliver to the BUYER, within sixty (60) Banking Days following the execution of this CONTRACT, a refund guarantee (securing refund of the 1st, 2nd, 3rd and 4th Instalments of the Contract Price) (the “Refund Guarantee”) to be issued by a first class Chinese bank acceptable to the BUYER (hereinafter called the “Refund Guarantor”) in the form as per Exhibit “A” annexed hereto. The Refund Guarantee shall become effective upon the SELLER’s receipt of the 1st Instalment from the BUYER. If the VESSEL has not been delivered and accepted in accordance with the terms of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”), the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension of the Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”). If the VESSEL is not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before such Extended Expiry Date, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for the same period (i.e. 60 daysits Subsidiaries), and any amounts credited against Tax to repeat such extension(swhich Holdings, C&A Products or any of the Bison Subsidiaries (other than the Brazilian Entities and THI and its Subsidiaries) if needed. If the SELLER does not procure the foregoing extension(sbecomes entitled (including by way of any amended Tax Returns or any carryback filing), that relate to any taxable period, or portion thereof, ending on or before the BUYER shall be entitled to at its option to cancel the CONTRACT. (c) However, in the event of any dispute between the SELLER and the BUYER with regard to the SELLER’s obligation to repay the instalment or instalments paid by the BUYER and to the BUYER’s right to demand payment from the Refund Guarantor under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII hereof, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award between the SELLER and the BUYER is published. The Refund Guarantor shall not be obligated to make any payment under the Refund Guarantee unless the Final Award orders the SELLER to make repayment. If the SELLER fails to honour the Final Award, then the Refund Guarantor shall refund to the extent the Final Award orders. (d) Expenses and bank charges for receiving and/or cancelling the Refund Guarantee charged by the BUYER’s bank Closing Date shall be for the BUYER’s account; account of Parent, and Holdings shall pay over to Parent any such refund or the expenses amount of any such credit within 15 days after receipt of such credit or entitlement thereto. (ii) Any Tax refund (including any interest in respect thereof) received by Permali or Rosario, and bank charges for issuing and/or cancelling any amounts credited against Tax to which Permali o▇ ▇▇▇▇▇io becomes entitled (including by way of any amended Tax Re▇▇▇▇▇ ▇r any carryback filing), that relate to any taxable period, or portion thereof, ending on or before the Refund Guarantee charged by the SELLER’s bank Closing Date shall be for the SELLER’s accountaccount of Parent, and Holdings shall pay over to Parent any such refund or the amount of any such credit within 15 days after receipt of such credit or entitlement thereto. (iii) The percentage (the "Ownership Percentage"), equal to the lesser of (A) 56.6% or (B) the percentage of issued and outstanding stock of Plascar held by Permali, of any Tax refund (including any interest in respect thereof) received by Plascar or TATB or any amounts credited against Tax to which Plascar or TATB becomes entitled (including by way of any amended Tax Returns or any carryback filing), that relate to any taxable period, or portion thereof, ending on or before the Closing Date shall be for the account of Parent, and Holdings shall pay over to Parent the Ownership Percentage of any such refund or credit within 15 days after receipt of such credit or entitlement thereto. (iv) Holdings shall pay Parent interest at the rate prescribed under Section 6621(a)(1) of the Code, compounded daily, on any amount not paid when due under this Section 5.8(c). For purposes of this Section 5.8(c), where it is necessary to apportion a refund or credit between Holdings and Parent for a Straddle Period, such refund or credit shall be apportioned between the period deemed to end at the close of the Closing Date and the period deemed to begin at the beginning of the day following the Closing Date on the basis of an interim closing of the books of each of the Bison Subsidiaries (other than THI and its Subsidiaries), except that refunds or credits of Taxes imposed on a periodic basis (e.g., real property Taxes) shall be allocated on a daily basis. (v) Holdings shall cooperate, and cause C&A Products and each of the Bison Subsidiaries (other than THI and its Subsidiaries) to cooperate, in obtaining, at Parent's expense, any Tax refund (other than a refund based on a carryback from a taxable year or period beginning after the Closing Date) that Parent reasonably believes is available based on substantial authority, including through filing appropriate forms with the applicable Tax Authority; provided, that if the refund would result in any Tax Detriment to any Bison Subsidiary after the Closing, Parent shall reimburse Holdings the amount of such Tax Detriment.

Refunds. (a) All payments made by the BUYER prior to delivery of the VESSEL shall be in the nature of advance to the SELLER, and in the event this CONTRACT is justifiably cancelled or rescinded by the BUYER, all in accordance with the specific terms of this CONTRACT permitting such cancellation or rescission, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already received by the SELLER from the BUYER under this CONTRACT, together with interest (at the rate set out in respective provision thereof) from the date of receipt by the SELLER of the respective instalment(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYER. (b) The BUYER’s obligation for payment of the 1st, 2nd, 3rd and 4th instalments shall be subject to the SELLER providing the BUYER with the following Refund Guarantee securing the repayment obligation of the SELLER under this CONTRACT. As security to the BUYER, the SELLER shall deliver to the BUYER, within sixty (60) Banking Days following the execution of this CONTRACT, a refund guarantee (securing refund of the 1st, 2nd, 3rd and 4th Instalments of the Contract Price) (the “Refund Guarantee”) to be issued by a first class Chinese bank acceptable to the BUYER (hereinafter called the “Refund Guarantor”) in the form as per Exhibit “A” annexed hereto. The Refund Guarantee shall become effective upon the SELLER’s receipt of the 1st Instalment from the BUYER. If the VESSEL has not been delivered and accepted in accordance with the terms of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”), the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension of the Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”). If the VESSEL is not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before such Extended Expiry Date, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER Sellers shall be entitled to at its option to cancel retain, or receive payment from Buyer within fifteen (15) days of the CONTRACT. (c) However, in the event receipt of any dispute between the SELLER and the BUYER Tax refunds or credits relating to a Centennial Entity that were paid with regard respect to (i) all taxable periods ending on or prior to the SELLER’s obligation Closing Date, and (ii) Pre-Closing Partial Periods, for that portion of such taxable period up to repay and including the instalment or instalments paid by the BUYER and Closing Date, except in each case to the BUYER’s right extent such refund or credit arises as the result of a carryback of a loss, credit or other tax benefit arising after the Closing Date. Buyer shall, if Seller Representative so requests and at Seller Representative's expense, cause a Centennial Entity to demand payment from the Refund Guarantor file for and obtain any refund to which Sellers are entitled to under its guaranteethis Section 9.1(d), provided that Seller Representative shall not file, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII hereof, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award between the SELLER and the BUYER is published. The Refund Guarantor Buyer shall not be obligated to make file, to obtain any payment under refund that would have the Refund Guarantee unless effect of (x) increasing any Tax liability of a Centennial Entity or (y) otherwise materially and adversely affect any item or Tax attribute of a Centennial Entity, in each case for any taxable period ending after the Final Award orders Closing Date, without Seller Representative first obtaining Buyer's consent, which consent shall not be unreasonably withheld. Buyer shall permit Seller Representative to control (at the SELLER Seller Representative's expense) the prosecution of such refund claim, and shall cause powers of attorney authorizing Seller Representative to make repayment. If represent a Centennial Entity before the SELLER fails relevant taxing authority with respect to honour the Final Award, then the Refund Guarantor shall such refund to be executed, provided that Seller Representative (i) shall keep Buyer informed regarding the extent progress and substantive aspect of any such refund and (ii) shall not compromise or settle any such refund without obtaining Buyer's consent, which consent shall not be unreasonably withheld, if such compromise or settlement would have the Final Award orders. effect of (dx) Expenses increasing any Tax liability of a Centennial Entity or (y) otherwise materially and bank charges adversely affect any item or Tax attribute of a Centennial Entity, in each case for receiving and/or cancelling any taxable period ending after the Refund Guarantee charged by Closing Date. In the BUYER’s bank shall be event that any refund or credit of Taxes for the BUYER’s account; and the expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank shall be for the SELLER’s account.which a payment has been made pursuant to this section 9.1

Refunds. 3.2.4.1 In accordance with the procedure set out in the Offer Documents, the Registrar along with the Book Running Lead Managers shall at any time on or after Designated Date in the form provided in Schedule (awith a copy to the Bank and Selling Shareholders) All payments provide the Escrow Collection Bank with details of the Surplus Amount, if any, to be transferred to the Refund Account. Further, the Registrar (with a copy to the Book Running Lead Managers, the Bank and the Selling Shareholders) shall also provide the Refund Bank with details of the Anchor Investors to whom refunds have to be made and the amounts to be refunded thereto from the Refund Account in the prescribed form (Schedule IV) hereto. The refunds pertaining to amounts in the Refund Accounts shall be made by the BUYER prior to delivery of the VESSEL shall be in the nature of advance Refund Bank to the SELLERrespective Anchor Investors in accordance with Applicable Law. For the purposes of such refunds, and in the event this CONTRACT is justifiably cancelled or rescinded by the BUYER, all Refund Bank will act in accordance with the specific terms instructions of this CONTRACT permitting the Book Running Lead Managers and the Registrar for issuances of such cancellation or rescissioninstruments, copies of which shall be marked to the Bank, the SELLER Selling Shareholders and the Registrar. 3.2.4.2 The Parties acknowledge and agree that the entire process of dispatch of refunds through electronic clearance shall refund to be completed within the BUYER timeline prescribed under the RHP, the Prospectus, the Preliminary Offering Memorandum and Offering Memorandum, SEBI ICDR Regulations and other Applicable Laws. However, in United States Dollars the full amount case of all sums already received by Minimum Subscription Failure or Stock Exchange Refusal, the SELLER entire process of dispatch of refunds of amounts through electronic clearance shall be completed within two (2) Working Days from the BUYER under this CONTRACT, together with interest Bid/ Offer Closing Date (at in the rate set out in respective provision thereofevent of a Minimum Subscription Failure) from or the date of receipt of intimation from Stock Exchanges rejecting the application for listing of the Equity Shares (in the event of a Stock Exchange Refusal), or such other prescribed timeline in terms of the SEBI ICDR Regulations and other Applicable Law. 3.2.4.3 The Escrow Collection Bank agrees that it shall immediately and in any event no later than one Working Day of receipt of such intimation from the Book Running Lead Managers transfer the Surplus Amount to the Refund Account, with notice to the Bank, the Selling Shareholders and the Registrar. The Refund Bank shall on the same Working Day of the receipt of intimation as per Clause 3.2.4.1, issue refund instructions to the electronic clearing house, with notice to the Book Running Lead Managers, the Selling Shareholders and the Bank. Such intimation from the Registrar, shall in any event, be no later than one (1) Working Day from the Bid/Offer Closing Date. 3.2.4.4 The Bank shall, within one (1) Working Day of the receipt of the list of Beneficiaries to whom refunds have to be made and the amounts to be refunded thereto, prepare and deliver the requisite stationery for printing of refund intimations to the Registrar’s office, who in turn shall immediately dispatch such intimations to the respective Bidders and in any event no later than the time period specified in this regard in the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus, the Preliminary Offering Memorandum and the Offering Memorandum, or such earlier time as may be required by the SELLER Book Running Lead Managers. 3.2.4.5 The refunds pertaining to amounts in the Refund Account shall be made by the Refund Bank to the respective Bidders in manner set forth below and under Applicable Laws: • NACH – National Automated Clearing House (“NACH”) which is a consolidated system of ECS. Payment of refund would be done through NACH for Bidders having an account at one of the respective instalment(scentres specified by the RBI, where such facility has been made available. This would be subject to availability of complete bank account details including Magnetic Ink Character Recognition (MICR) code wherever applicable from the Depository. The payment of refund through NACH is mandatory for Bidders having a bank account at any of the centres where NACH facility has been made available by the RBI (subject to availability of all information for crediting the refund through NACH including the MICR code as appearing on a cheque leaf, from the depositories), except where applicant is otherwise disclosed as eligible to get refunds through NEFT or direct credit or RTGS. • NEFT—Payment of refund may be undertaken through NEFT wherever the branch of the Anchor Investors’ bank is NEFT enabled and has been assigned the Indian Financial System Code (“IFSC”), which can be linked to the MICR of that particular branch. The IFSC may be obtained from the website of RBI as at a date prior to the date of remittance by telegraphic transfer payment of such refund, duly mapped with MICR numbers. Wherever the Anchor Investors have registered their nine-digit MICR number and their bank account number while opening and operating the demat account, the same may be duly mapped with the IFSC of that particular bank branch and the payment of refund may be made to the Anchor Investors through this method. In the event NEFT is not operationally feasible, the payment of refunds may be made through any one of the other modes as discussed in this section; • RTGS—Anchor Investors having a bank account specified at any of the centers notified by SEBI where clearing houses are managed by the BUYERRBI, may have the option to receive refunds, if any, through RTGS. • Direct Credit—Anchor Investors having their bank account with the Refund Bank may be eligible to receive refunds, if any, through direct credit to such bank account. • For all other Bidders, including those who have not updated their bank particulars with the MICR code, refund warrants will be dispatched through speed or registered post (subject to postal rules) at the Bidder’s sole risk. Such refunds will be made by cheques, pay orders or demand drafts drawn on the Refund Bank and payable at par at places where Bids are received. Any bank charges for cashing such cheques, pay orders or demand drafts at other centers will be payable by the respective Bidders. (b) The BUYER’s obligation for payment of the 1st, 2nd, 3rd and 4th instalments shall be subject to the SELLER providing the BUYER with the following Refund Guarantee securing the repayment obligation of the SELLER under this CONTRACT. As security to the BUYER, the SELLER shall deliver to the BUYER, within sixty (60) Banking Days following the execution of this CONTRACT, a refund guarantee (securing refund of the 1st, 2nd, 3rd and 4th Instalments of the Contract Price) (the “Refund Guarantee”) to be issued by a first class Chinese bank acceptable to the BUYER (hereinafter called the “Refund Guarantor”) in the form as per Exhibit “A” annexed hereto. The Refund Guarantee shall become effective upon the SELLER’s 3.2.4.6 On receipt of the 1st Instalment intimation of failure of the Offer from the BUYER. If the VESSEL has not been delivered and accepted in accordance with the terms of this CONTRACT before the specific expiry date Book Running Lead Managers as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”), the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension of the Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”). If the VESSEL is not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before such Extended Expiry Date, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER shall be entitled to at its option to cancel the CONTRACTper Clause 3. (c) However, in the event of any dispute between the SELLER and the BUYER with regard to the SELLER’s obligation to repay the instalment or instalments paid by the BUYER and to the BUYER’s right to demand payment from the Refund Guarantor under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII hereof, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award between the SELLER and the BUYER is published. The Refund Guarantor shall not be obligated to make any payment under the Refund Guarantee unless the Final Award orders the SELLER to make repayment. If the SELLER fails to honour the Final Award, then the Refund Guarantor shall refund to the extent the Final Award orders. (d) Expenses and bank charges for receiving and/or cancelling the Refund Guarantee charged by the BUYER’s bank shall be for the BUYER’s account; and the expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank shall be for the SELLER’s account.

Refunds. (a) All payments made by the BUYER prior to delivery of the VESSEL shall be in the nature of advance to the SELLER, and in the event this CONTRACT is justifiably cancelled or rescinded by the BUYER, all in In accordance with the specific terms of this CONTRACT permitting such cancellation or rescission, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already received by the SELLER from the BUYER under this CONTRACT, together with interest (at the rate procedure set out in respective provision thereofthe Offer Documents, the Registrar to the Offer along with the Lead Managers shall at any time on or after Designated Date in the form provided in Annexure F (with a copy to the Company and Selling Shareholders) provide the Escrow Collection Bank with details of the Surplus Amount, if any, to be transferred to the Refund Account. Further, the Registrar to the Offer (with a copy to the Lead Managers, the Company and the Selling Shareholder) shall also provide the Refund Bank with details of the Bidders to whom refunds have to be made and the amounts to be refunded thereto from the date of receipt by Refund Account in the SELLER of the respective instalment(sprescribed form (Annexure E) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYERhereto. (b) The BUYER’s obligation Parties acknowledge and agree that the entire process of dispatch of refunds through electronic clearance shall be completed within the period prescribed under the SEBI ICDR Regulations and other Applicable Law. However, in the case of Minimum Subscription Failure or Stock Exchange Refusal, the entire process of dispatch of refunds of amounts through electronic clearance shall be completed within 4 (four) days from the Bid/ Offer Closing Date (in the event of a Minimum Subscription Failure) or the date of receipt of intimation from Stock Exchanges rejecting the application for payment listing of the 1stEquity Shares (in the event of a Stock Exchange Refusal), 2nd, 3rd and 4th instalments shall be subject to the SELLER providing the BUYER with the following Refund Guarantee securing the repayment obligation or such other prescribed timeline in terms of the SELLER under this CONTRACT. As security to the BUYER, the SELLER shall deliver to the BUYER, within sixty (60) Banking Days following the execution of this CONTRACT, a refund guarantee (securing refund of the 1st, 2nd, 3rd SEBI ICDR Regulations and 4th Instalments of the Contract Price) (the “Refund Guarantee”) to be issued by a first class Chinese bank acceptable to the BUYER (hereinafter called the “Refund Guarantor”) in the form as per Exhibit “A” annexed hereto. The Refund Guarantee shall become effective upon the SELLER’s receipt of the 1st Instalment from the BUYER. If the VESSEL has not been delivered and accepted in accordance with the terms of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”), the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension of the Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”). If the VESSEL is not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before such Extended Expiry Date, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER shall be entitled to at its option to cancel the CONTRACTother Applicable Law. (c) HoweverThe Escrow Collection Bank agrees that it shall immediately and in any event no later than 1 (one) Working Day of receipt of such intimation from the Lead Managers transfer the Surplus Amount to the Refund Account, in with notice to the event of any dispute between Company, the SELLER Selling Shareholders and the BUYER with regard Registrar to the SELLER’s obligation to repay the instalment or instalments paid by the BUYER and to the BUYER’s right to demand payment from the Refund Guarantor under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII hereof, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award between the SELLER and the BUYER is publishedOffer. The Refund Guarantor Bank shall not be obligated to make immediately and in any payment under event no later than 1 (one) Working Day of the Refund Guarantee unless the Final Award orders the SELLER to make repayment. If the SELLER fails to honour the Final Awardreceipt of intimation as per Section 3.2.4(a), then the Refund Guarantor shall issue refund instructions to the extent electronic clearing house, with notice to the Final Award ordersLead Managers, the Selling Shareholder and the Company. Such intimation from the Registrar, shall in any event, be no later than 6 (six) Working Days from the Bid/Offer Closing Date. (d) Expenses The Company shall, within 1 (one) Working Day of the receipt of the list of Bidders to whom refunds have to be made and the amounts to be refunded thereto, prepare and deliver the requisite stationery for printing of refund intimations to the Registrar’s office, who in turn shall immediately dispatch such intimations to the respective Bidders and in any event no later than the time period specified in this regard in the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus, the Preliminary Offering Memorandum and the Offering Memorandum, or such earlier time as may be required by the Lead Managers. (e) The refunds pertaining to amounts in the Refund Account shall be made by the Refund Bank to the respective Bidders in manner set forth below and Applicable Law: • NACH – National Automated Clearing House (“NACH”) which is a consolidated system of ECS. Payment of refund would be done through NACH for Bidders having an account at one of the centres specified by the RBI, where such facility has been made available. This would be subject to availability of complete bank account details including Magnetic Ink Character Recognition (MICR) code wherever applicable from the Depository. The payment of refund through NACH is mandatory for Bidders having a bank account at any of the centres where NACH facility has been made available by the RBI (subject to availability of all information for crediting the refund through NACH including the MICR code as appearing on a cheque leaf, from the depositories), except where applicant is otherwise disclosed as eligible to get refunds through NEFT or direct credit or RTGS. • NEFT – Payment of refund may be undertaken through NEFT wherever the branch of the Anchor Investors’ bank is NEFT enabled and has been assigned the Indian Financial System Code (“IFSC”), which can be linked to the MICR of that particular branch. The IFSC may be obtained from the website of RBI as at a date prior to the date of payment of refund, duly mapped with MICR numbers. Wherever the Anchor Investors have registered their nine-digit MICR number and their bank account number while opening and operating the demat account, the same may be duly mapped with the IFSC of that particular bank branch and the payment of refund may be made to the Anchor Investors through this method. In the event NEFT is not operationally feasible, the payment of refunds may be made through any one of the other modes as discussed in this section; • RTGS – Anchor Investors having a bank account at any of the centers notified by SEBI where clearing houses are managed by the RBI, may have the option to receive refunds, if any, through RTGS. • Direct Credit – Anchor Investors having their bank account with the Refund Bank may be eligible to receive refunds, if any, through direct credit to such bank account. • For all other Bidders, including those who have not updated their bank particulars with the MICR code, refund warrants will be dispatched through speed or registered post (subject to postal rules) at the Bidder’s sole risk. Such refunds will be made by cheques, pay orders or demand drafts drawn on the Refund Bank and payable at par at places where Bids are received. Any bank charges for receiving and/or cancelling cashing such cheques, pay orders or demand drafts at other centers will be payable by the respective Bidders. (f) Online validation at the point of payment by the Refund Guarantee charged Bank is subject to the Registrar providing complete master lists (“Masters”) to the Refund Bank, in the format specified by the BUYER’s bank Refund Bank. The Registrar shall ensure that any change in the Masters is communicated to the Refund Bank immediately to ensure timely refund. The Registrar shall be liable for all consequences which may arise as a result of delay or error in such communication of the aforesaid changes to the Refund Bank. The Refund Bank shall be responsible for reconciliation of the Refund Account with the Masters provided by the Registrar and the Refund Bank shall provide a list of paid/unpaid cases at regular intervals or as desired by the Registrar, Lead Managers, the Selling Shareholders and the Company. Any inconsistencies observed by the Refund Bank between the Refund Account and the Masters shall be discussed with the Registrar and the Lead Managers, prior to dispatch of refund. (g) All refunds under this Agreement shall be payable by the Refund Bank and until such refunds are paid as agreed herein, the monies lying in the Refund Account shall be held for the BUYER’s account; and benefit of the expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank shall be for the SELLER’s accountinvestors without any right or lien thereon.

Refunds. (ai) All payments made by the BUYER prior to delivery of the VESSEL shall be Any Tax refund (including any interest in the nature of advance to the SELLER, and in the event this CONTRACT is justifiably cancelled or rescinded by the BUYER, all in accordance with the specific terms of this CONTRACT permitting such cancellation or rescission, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already respect thereof) received by the SELLER Purchaser, the Company, or any Company Subsidiary, and any amounts credited against Taxes to which the Purchaser or a Purchaser Subsidiary (including the Company, or any Company Subsidiary) becomes entitled (including by way of any amended Tax Returns but excluding Tax Returns from the BUYER under this CONTRACTa carryback filing), together with interest (at the rate set out in respective provision thereof) from the date of receipt by the SELLER that relate to any taxable period, or portion thereof of the respective instalment(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYER. (b) The BUYER’s obligation for payment of the 1st, 2nd, 3rd and 4th instalments shall be subject to the SELLER providing the BUYER with the following Refund Guarantee securing the repayment obligation of the SELLER under this CONTRACT. As security to the BUYER, the SELLER shall deliver to the BUYER, within sixty (60) Banking Days following the execution of this CONTRACT, Company or a refund guarantee (securing refund of the 1st, 2nd, 3rd and 4th Instalments of the Contract Price) (the “Refund Guarantee”) to be issued by a first class Chinese bank acceptable to the BUYER (hereinafter called the “Refund Guarantor”) in the form as per Exhibit “A” annexed hereto. The Refund Guarantee shall become effective upon the SELLER’s receipt of the 1st Instalment from the BUYER. If the VESSEL has not been delivered and accepted in accordance with the terms of this CONTRACT Company Subsidiary ending on or before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”), the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension of the Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”). If the VESSEL is not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before such Extended Expiry Closing Date, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER shall be entitled to at its option to cancel the CONTRACT. (c) However, in the event of any dispute between the SELLER and the BUYER with regard to the SELLER’s obligation to repay the instalment or instalments paid by the BUYER and to the BUYER’s right to demand payment from the Refund Guarantor under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII hereof, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award between the SELLER and the BUYER is published. The Refund Guarantor shall not be obligated to make any payment under the Refund Guarantee unless the Final Award orders the SELLER to make repayment. If the SELLER fails to honour the Final Award, then the Refund Guarantor shall refund to the extent the Final Award orders. (d) Expenses and bank charges for receiving and/or cancelling the Refund Guarantee charged by the BUYER’s bank shall be for the BUYER’s account; account of the Seller, and the expenses and bank charges for issuing and/or cancelling Purchaser shall pay over to the Refund Guarantee charged by Seller any such refund or the SELLER’s bank amount of any such credit within fifteen (15) days after receipt of such refund or utilization of such credit. Any Tax refund from a carryback filing not prohibited under Section 6.7(e)(iii) shall be for the SELLER’s accountaccount of the Purchaser. (ii) The Purchaser shall pay the Seller interest at the rate prescribed under Section 6621(a)(1) of the Code, compounded daily, on any amount not paid when due under this Section 6.7(c). For purposes of this Section 6.7(c), where it is necessary to apportion a refund or credit between the Purchaser and the Seller for a Straddle Period, such refund or credit shall be apportioned between the period deemed to end at the close of the Closing Date and the period deemed to begin at the beginning of the day following the Closing Date on the basis of an interim closing of the books of the Company and any Company Subsidiary, except that Taxes (such as real property Taxes) imposed on a periodic basis shall be allocated on a daily basis. (iii) The Purchaser shall cooperate, and shall cause the Company and any Company Subsidiary to cooperate, in obtaining, at the Seller's expense, any Tax refund (other than a refund based on a carryback from a taxable year or period beginning after the Closing Date) that the Seller reasonably 32 believes is available based on substantial authority, including through filing appropriate forms with the applicable Tax authority.

Refunds. (a) All payments made by the BUYER prior to delivery of the VESSEL shall be in the nature of advance to the SELLER, and in the event this CONTRACT Contract is justifiably rescinded or cancelled or rescinded by the BUYER, all in accordance with the specific terms of this CONTRACT Contract permitting such cancellation rescission or rescissioncancellation, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already received paid by the BUYER to the SELLER from the BUYER under this CONTRACTContract, together with interest (at the rate set out in respective provision thereofof five percent (5%) per annum) from the date of receipt by the SELLER of the respective instalment(spayment date(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYER. (b) The BUYER’s obligation for payment of the 1st, 2nd, 3rd and 4th instalments shall be subject to the SELLER providing the BUYER with the following Refund Guarantee securing the repayment obligation of the SELLER under this CONTRACT. As security to the BUYER, the SELLER shall deliver to the BUYER, within sixty (60) Banking Days following prior to the execution of this CONTRACT, a refund guarantee (securing refund BUYER’s arrangement of the 1st, 2nd, 3rd and 4th Instalments remittance of the 1st instalment , an irrevocable Refund Guarantee for the 1stinstalment plus interest at the rate of five percent (5%) per annum in a form acceptable to the BUYER and BUYER’s Bank which shall be annexed to this Contract Price) (the “Refund Guarantee”) to as per Exhibit "A" which shall be issued by a first class Chinese bank acceptable to the BUYER (hereinafter called the “Refund Guarantor”) in acceptable to the form as per Exhibit “A” annexed hereto. The Refund Guarantee shall become effective upon the SELLER’s receipt of the 1st Instalment from BUYER and the BUYER’s bank. If the VESSEL has not been delivered and accepted in accordance with the terms of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty within forty five (43545) days after final mutual agreement on the Delivery Date in Article VII.1 form and substance of this CONTRACT (the “Expiry Date”), the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension of the such Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”)Guarantee. If the VESSEL is not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before such Extended Expiry Date, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER shall be entitled to at its option to cancel the CONTRACT. (c) However, in the event of any dispute between the SELLER and the BUYER with regard to the SELLER’s 's obligation to repay the instalment installment or instalments installments paid by the BUYER and to the BUYER’s 's right to demand payment from the Refund Guarantor Guarantor, under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII hereof, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award arbitration award between the SELLER and the BUYER is published. The Refund Guarantor shall not be obligated to make any payment under the Refund Guarantee unless the Final Award arbitration award orders the SELLER to make repayment. If the SELLER fails to honour the Final Awardaward, then the Refund Guarantor shall refund to the extent the Final Award arbitration award orders. Shipbuilding Contract For Construction of One 82,000 DWT Bulk Carrier (Hull No. (d) Expenses and bank charges for receiving and/or cancelling the Refund Guarantee charged by the BUYER’s bank shall be for the BUYER’s account; and the expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank shall be for the SELLER’s account.YZJ2013-1144)

Refunds. (a) All payments made by the BUYER prior to delivery of the VESSEL shall be in the nature of advance to the SELLER, and in the event this CONTRACT is justifiably cancelled or rescinded or terminated by the BUYER, all in accordance with the specific terms of this CONTRACT permitting such cancellation or rescission, the SELLER shall refund to the BUYER in United States Dollars 13 / 82 Shipbuilding Contract Hull No. H2854 the full amount of all sums already received paid by the BUYER to the SELLER from the BUYER under this CONTRACT, together with interest (at the rate set out in respective provision thereof) from the date of receipt by the SELLER of the respective instalment(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYER. (b) The BUYER’s obligation for payment of the 1st, 2nd, 3rd and 4th instalments shall be subject to the SELLER providing the BUYER with the following Refund Guarantee securing the repayment obligation of the SELLER under this CONTRACT. As security to the BUYERBUYER and as a condition of payment of the 1st instalment, the SELLER SELLER, at its own cost, shall deliver to the BUYER, within sixty (60) Banking Days following the execution of this CONTRACT, a refund guarantee (securing refund of the 1st, 1’\ 2nd, 3rd 3’ct, 4th and 4th Instalments 5th instalments of the Contract Price) (the “Refund Guarantee”) to be issued by a first class Chinese Bank of China or the Export-Import Bank of China, or ICBC Bank, or other bank acceptable to the BUYER Buyer. (hereinafter called the “Refund Guarantor”) in the People’s Republic of China in the form as per Exhibit “A” annexed hereto. The Refund Guarantee shall become effective upon the SELLER’s receipt of the 1st Instalment from the BUYER. If the VESSEL has not been delivered and accepted in accordance with the terms of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”), the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension of the Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”). If the VESSEL is not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before such Extended Expiry Date, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER shall be entitled to at its option to cancel the CONTRACT,. (c) However, in the event of any dispute between the SELLER and the BUYER with regard to the SELLER’s obligation to repay the instalment or instalments paid by the BUYER and to the BUYER’s right to demand payment from the Refund Guarantor Guarantor, under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII hereof, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award (or final judgment on appeal therefrom) between the SELLER and the BUYER is publishedpublished or the SELLER and the BUYER enter into a Settlement Agreement. The Refund Guarantor shall not be obligated to make any payment under the Refund Guarantee unless the Final Award orders (or judgment on appeal therefrom) orders, or the Settlement Agreement requires, the SELLER to make repayment. If the SELLER fails to honour the Final Award, then the Refund Guarantor shall refund to the extent the Final Award orders. (d) Expenses and bank charges for receiving and/or cancelling . If the expiry date of the Refund Guarantee charged by Guarantees becomes earlier than the BUYER’s bank Release Date (which is the Delivery Date plus the excessive delay period stipulated in Article VIII), the expiry date of the Refund Guarantees shall be extended by at least such period corresponding to the extension in the time for delivery of the BUYER’s account; and the expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank shall be for the SELLER’s account.VESSEL as aforesaid. 14 / 82 Shipbuilding Contract Hull No. H2854

Refunds. (a) All payments made Seller shall be entitled to the amount of any Tax refunds (or any Tax credits received in lieu thereof) that are actually received in cash (or utilized, in the case of a credit) by Buyer, any Purchased Subsidiary, any of their respective Affiliates, in each case, for any Pre-Closing Tax Period ending on the BUYER Closing Date or the portion of any Straddle Tax Period ending on the Closing Date (or the immediately preceding Tax period), in each case, to the extent such Tax refund (or credit in lieu thereof) is attributable to Taxes of any Purchased Subsidiary for a Pre-Closing Tax Period for which Seller or its Affiliates (including prior to delivery the Closing, the Purchased Subsidiaries) were economically responsible (any such Tax refund or credit in lieu thereof, a “Tax Refund”), including, for the avoidance of doubt, any Tax Refund listed on Section 8.03(a) of the VESSEL Disclosure Schedule; provided, that Seller shall not be in the nature of advance entitled to the SELLERamount of any Tax refunds or credits in lieu thereof, and in the event this CONTRACT is justifiably cancelled or rescinded by the BUYERsuch amounts shall not constitute Tax Refunds, all in accordance with the specific terms of this CONTRACT permitting such cancellation or rescission, the SELLER shall refund to the BUYER in United States Dollars extent (A) such amounts had the full amount effect of all sums already received by reducing the SELLER from Pre-Closing Tax Amount or the BUYER under this CONTRACTFinal Purchase Price, together with interest or (at B) such refunds or credits are the rate set out in respective provision thereof) from result of a carryback of a loss or other Tax asset or attribute generated after the date of receipt by the SELLER of the respective instalment(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYERClosing Date. (b) The BUYER’s obligation for payment of the 1stBuyer shall promptly pay, 2nd, 3rd and 4th instalments shall be subject to the SELLER providing the BUYER with the following Refund Guarantee securing the repayment obligation of the SELLER under this CONTRACT. As security to the BUYER, the SELLER shall deliver to the BUYER, within sixty (60) Banking Days following the execution of this CONTRACT, a refund guarantee (securing refund of the 1st, 2nd, 3rd and 4th Instalments of the Contract Price) (the “Refund Guarantee”) or cause to be issued by a first class Chinese bank acceptable paid, to the BUYER (hereinafter called the “Seller any Tax Refund Guarantor”) in the form as per Exhibit “A” annexed hereto. The Refund Guarantee shall become effective upon the SELLER’s receipt of the 1st Instalment from the BUYER. If the VESSEL has not been delivered and accepted in accordance with the terms of that Seller is entitled to pursuant to this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”), the SELLER is obliged to procure without delay and latest Section 8.03 within thirty (30) days before the Expiry Date an extension of the actual receipt (or, in the case of a credit, the filing of a Tax Return utilizing such credit) of the Tax Refund Guarantee so giving rise to Buyer’s obligation to make a payment pursuant to this Section 8.03 with respect thereto; provided that such payment shall be net of any costs or expenses of Buyer or any of its Affiliates (including, after the Closing, the Purchased Subsidiaries) incurred in obtaining or paying over the Tax Refund. Notwithstanding the foregoing, if any Tax Refund Guarantee to which Seller would be entitled pursuant to this Section 8.03 is valid for at least sixty the subject of a pending Tax audit or other similar proceeding or of which Buyer, any Purchased Subsidiary, or any of their respective Affiliates has been notified no later than twenty (6020) days after following the Expiry Date receipt of such Tax Refund (or use of any credit received in lieu of a refund) that such Tax Refund is or will be the “Extended Expiry Date”). If the VESSEL is subject of a Tax audit or other similar proceeding, Seller shall not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before such Extended Expiry Date, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER shall be entitled to at its option to cancel such Tax Refund until the CONTRACTcompletion of such audit or proceeding. (c) However, in the event of any dispute between the SELLER and the BUYER with regard Notwithstanding anything to the SELLER’s obligation to repay contrary in this Agreement, Buyer and its Affiliates (including the instalment or instalments paid by the BUYER and to the BUYER’s right to demand payment from the Refund Guarantor under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII hereof, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award between the SELLER and the BUYER is published. The Refund Guarantor Purchased Subsidiaries) shall not be obligated required to make seek or otherwise obtain any payment under Tax refund or credit in lieu thereof for any taxable period, if such action would have an adverse effect on Buyer or any of its Affiliates. In the event any amount of any Tax Refund Guarantee unless the Final Award orders the SELLER previously paid to make repayment. If the SELLER fails Seller pursuant to honour the Final Award, then the Refund Guarantor shall refund this Section 8.03 is clawed back or otherwise required to be repaid to the extent applicable Taxing Authority, Seller shall promptly (and in all events, within ten (10) days of Buyer’s written request) pay such amount (together with any penalties and interest in relation thereto) back to Buyer to be repaid to the Final Award ordersapplicable Taxing Authority. (d) Expenses For applicable Tax purposes, the Seller and bank charges Buyer and each of their respective Affiliates shall treat all payments made pursuant to this Section 8.03 as an adjustment to the Purchase Price for receiving and/or cancelling Tax purposes to the Refund Guarantee charged maximum extent permitted by the BUYER’s bank shall be for the BUYER’s account; and the expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank shall be for the SELLER’s accountApplicable Law.

Refunds. The amount of any refund of Taxes, including any interest received from a Tax Authority thereon, for a Pre-Closing Tax Period received within five (5) years following the Closing Date, other than any refunds that are (a) All payments made by attributable to a loss, credit or other Tax attribute arising in periods beginning after the BUYER prior to delivery of the VESSEL shall be in the nature of advance to the SELLERClosing Date, and in the event this CONTRACT is justifiably cancelled or rescinded by the BUYER, all in accordance with the specific terms of this CONTRACT permitting such cancellation or rescission, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already received by the SELLER from the BUYER under this CONTRACT, together with interest (at the rate set out in respective provision thereof) from the date of receipt by the SELLER of the respective instalment(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYER. (b) The BUYER’s obligation for payment of included on the 1stFinal Closing Statement, 2nd, 3rd and 4th instalments shall be subject to the SELLER providing the BUYER with the following Refund Guarantee securing the repayment obligation of the SELLER under this CONTRACT. As security to the BUYER, the SELLER shall deliver to the BUYER, within sixty (60) Banking Days following the execution of this CONTRACT, a refund guarantee (securing refund of the 1st, 2nd, 3rd and 4th Instalments of the Contract Price) (the “Refund Guarantee”) to be issued by a first class Chinese bank acceptable to the BUYER (hereinafter called the “Refund Guarantor”) in the form as per Exhibit “A” annexed hereto. The Refund Guarantee shall become effective upon the SELLER’s receipt of the 1st Instalment from the BUYER. If the VESSEL has not been delivered and accepted in accordance with the terms of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”), the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension of the Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”). If the VESSEL is not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before such Extended Expiry Date, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER shall be entitled to at its option to cancel the CONTRACT. or (c) However, in the event refunds of any dispute between the SELLER and the BUYER with regard to the SELLER’s obligation to repay the instalment or instalments Taxes paid by Parent or its Affiliates (including the BUYER Company and to the BUYER’s right to demand payment from the Refund Guarantor its Subsidiaries) post-Closing that are not indemnified under its guarantee, and such dispute is submitted either by the SELLER this Article VI or by the BUYER for arbitration in accordance with Article XIII hereof, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award between the SELLER and the BUYER is published. The Refund Guarantor shall not be obligated to make any payment under the Refund Guarantee unless the Final Award orders the SELLER to make repayment. If the SELLER fails to honour the Final Award, then the Refund Guarantor shall refund to the extent the Final Award orders. (d) Expenses and bank charges for receiving and/or cancelling the Refund Guarantee charged by the BUYER’s bank VIII shall be for the BUYERaccount of the Holders; provided that (i) prior to the termination of the escrow pursuant to the Escrow Agreement, any such refund shall be paid to the Escrow Agent to be held as part of the escrow and available to satisfy any indemnity obligations under this Article VI or Article VIII to the extent of any Tax-related Losses that have been paid out of the Indemnity Escrow Fund as of the date such refund is received, and (ii) the amount of such refund that is for the benefit of the Holders shall be reduced by any costs incurred in connection with the refund (including professional fees and any Taxes relating to the receipt or right to receive such refund), provided such costs were not incurred by Buyer or the relevant Acquired Company as part of the preparation and filing of Tax Returns (other than the claim for such refund) in the ordinary course. Promptly upon the Surviving Corporation’s account; and the expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged (or any of its Affiliates’) receipt of any such refund, Parent shall pay over, by wire transfer of immediately available funds, any such refund, including any interest thereon provided by the SELLERapplicable Tax Authority, to Exchange Agent for distribution to the Holders; provided that Parent may retain any amounts it is otherwise then due from the Holders under Article VIII. If, subsequent to a Tax Authority’s bank allowance of a refund, such Tax Authority reduces or eliminates such refund, such refund (or the relevant portion thereof), plus any interest received thereon, previously paid to the Holders shall be for returned to Parent within ten (10) Business Days of the SELLER’s accountdate on which Parent is informed of such reduction or elimination.

Refunds. (a) All payments made by the BUYER prior to delivery of the VESSEL shall be in the nature of advance to the SELLER, and in the event this CONTRACT Contract is justifiably rescinded or cancelled or rescinded by the BUYER, all in accordance with the specific terms of this CONTRACT Contract permitting such cancellation rescission or rescissioncancellation, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already received paid by the BUYER to the SELLER from the BUYER under this CONTRACTContract, together with interest (at the rate set out in respective provision thereofof five percent (5%) per annum) from the date of receipt by the SELLER of the respective instalment(spayment date(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYER. (b) The BUYER’s obligation for payment of the 1st, 2nd, 3rd and 4th instalments shall be subject to the SELLER providing the BUYER with the following Refund Guarantee securing the repayment obligation of the SELLER under this CONTRACT. As security to the BUYER, the SELLER shall deliver to the BUYER, within sixty (60) Banking Days following prior to the execution of this CONTRACT, a refund guarantee (securing refund BUYER’s arrangement of the 1st, 2nd, 3rd and 4th Instalments remittance of the 1st instalment , an irrevocable Refund Guarantee for the 1stinstalment plus interest at the rate of five percent (5%) per annum in a form acceptable to the BUYER and BUYER’s Bank which shall be annexed to this Contract Price) (the “Refund Guarantee”) to as per Exhibit "A" which shall be issued by a first class Chinese bank acceptable to the BUYER (hereinafter called the “Refund Guarantor”) in acceptable to the form as per Exhibit “A” annexed hereto. The Refund Guarantee shall become effective upon the SELLER’s receipt of the 1st Instalment from BUYER and the BUYER’s bank. If the VESSEL has not been delivered and accepted in accordance with the terms of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty within forty five (43545) days after final mutual agreement on the Delivery Date in Article VII.1 form and substance of this CONTRACT (the “Expiry Date”), the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension of the such Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”)Guarantee. If the VESSEL is not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before such Extended Expiry Date, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER shall be entitled to at its option to cancel the CONTRACT. (c) However, in the event of any dispute between the SELLER and the BUYER with regard to the SELLER’s 's obligation to repay the instalment installment or instalments installments paid by the BUYER and to the BUYER’s 's right to demand payment from the Refund Guarantor Guarantor, under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII hereof, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award arbitration award between the SELLER and the BUYER is published. The Refund Guarantor shall not be obligated to make any payment under the Refund Guarantee unless the Final Award arbitration award orders the SELLER to make repayment. If the SELLER fails to honour the Final Awardaward, then the Refund Guarantor shall refund to the extent the Final Award arbitration award orders. Shipbuilding Contract For Construction of One 82,000 DWT Bulk Carrier (Hull No. (d) Expenses and bank charges for receiving and/or cancelling the Refund Guarantee charged by the BUYER’s bank shall be for the BUYER’s account; and the expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank shall be for the SELLER’s account.YZJ2013-1145)

Refunds. (a) All payments made Any refunds of Taxes, plus, for the avoidance of doubt, any interest attributable thereto, that are received by the BUYER prior Buyer (or its Affiliates) or the Sold Companies or Sold Subsidiaries that are Pre-Closing Taxes (any such refund for a Straddle Period to delivery of the VESSEL shall be in the nature of advance to the SELLER, and in the event this CONTRACT is justifiably cancelled or rescinded by the BUYER, all allocated in accordance with the specific terms principles of this CONTRACT permitting such cancellation or rescission, Section 9.4(e)) shall be for the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already received by the SELLER from the BUYER under this CONTRACT, together with interest (at the rate set out in respective provision thereof) from the date of receipt by the SELLER sole account of the respective instalment(sCompany, and the Buyer shall pay (or cause to be paid) to the date Company (in immediately available funds denominated in dollars) any such refund net of remittance by telegraphic transfer any Taxes imposed on the Buyer in respect of receipt or accrual of such refund and net of any reasonable out-of-pocket expenses associated with obtaining such refund; provided, however, that this Section 9.4(g) shall not apply to the extent such refund was taken into account specified by in determining the BUYER. (b) The BUYER’s obligation for payment of the 1st, 2nd, 3rd and 4th instalments shall be subject to the SELLER providing the BUYER with the following Refund Guarantee securing the repayment obligation of the SELLER under this CONTRACT. As security to the BUYER, the SELLER shall deliver to the BUYER, within sixty (60) Banking Days following the execution of this CONTRACT, a refund guarantee (securing refund of the 1st, 2nd, 3rd and 4th Instalments of the Contract Price) (the “Refund Guarantee”) to be issued by a first class Chinese bank acceptable to the BUYER (hereinafter called the “Refund Guarantor”) in the form as per Exhibit “A” annexed heretoFinal Working Capital. The Refund Guarantee shall become effective upon the SELLER’s receipt of the 1st Instalment from the BUYER. If the VESSEL has not been delivered and accepted in accordance with the terms of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”), the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension of the Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”). If the VESSEL is not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before such Extended Expiry Date, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER Buyer shall be entitled to any refunds of Taxes of the Sold Companies or Sold Subsidiaries other than refunds to which the Company is entitled pursuant to the preceding sentence. For purposes of this Section 9.4(g), the Sold Company or Sold Subsidiary shall be deemed to have received a refund of Taxes (i) if, and then only to the extent, that such refund offsets or reduces Taxes relating to any Post-Closing Tax Period or Post-Closing Straddle Period and (ii) at its option to cancel the CONTRACT. (c) Howevertime a Tax Return is filed on which such refund is actually applied against amounts otherwise payable. The Buyer shall, in and shall cause the event of any dispute between the SELLER Sold Companies and the BUYER Sold Subsidiaries to, cooperate with regard to the SELLER’s obligation to repay Company in obtaining refunds of the instalment or instalments paid by the BUYER and to the BUYER’s right to demand payment from the Refund Guarantor under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII hereof, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award between the SELLER Sold Companies and the BUYER is published. The Refund Guarantor Sold Subsidiaries relating to Pre-Closing Tax Periods and Pre-Closing Straddle Periods (including through amendment of Tax Returns); provided, however, that the Buyer shall not be obligated required to make take any payment under action that could in the Refund Guarantee unless Buyer’s reasonable determination have a material adverse impact on the Final Award orders Buyer or any of its Affiliates (including any Sold Company or Sold Subsidiary) after the SELLER to make repayment. If the SELLER fails to honour the Final Award, then the Refund Guarantor shall refund to the extent the Final Award ordersClosing. (d) Expenses and bank charges for receiving and/or cancelling the Refund Guarantee charged by the BUYER’s bank shall be for the BUYER’s account; and the expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank shall be for the SELLER’s account.

Refunds. Seller shall be entitled to any refund (in the form of a cash refund or in the form of a credit against Taxes actually payable) of Taxes attributable to any Pre-Closing Tax Period of the Company and its Subsidiaries (determined for any Straddle Period in accordance with ‎Section 6.06), including any interest received from a Governmental Authority thereon that are (a) All payments made paid by the BUYER Company and its Subsidiaries or Seller or any of its Affiliates prior to delivery of the VESSEL shall be in the nature of advance to the SELLER, and in the event this CONTRACT is justifiably cancelled Closing Date or rescinded by the BUYER, all in accordance with the specific terms of this CONTRACT permitting such cancellation or rescission, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already received by the SELLER from the BUYER under this CONTRACT, together with interest (at the rate set out in respective provision thereof) from the date of receipt by the SELLER of the respective instalment(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYER. (b) The BUYER’s obligation for payment paid by Seller pursuant to this Agreement after the Closing (other than any such refund or credit that is included as an asset in the calculation of the 1stNet Working Capital or Indebtedness and other than any such refund or credit that is attributable to a loss or other tax attribute generated in a post-Closing tax period) (each, 2nd, 3rd and 4th instalments a “Tax Refund”). Buyer shall be subject pay over to the SELLER providing the BUYER with the following Seller any such Tax Refund Guarantee securing the repayment obligation (net of (x) any Taxes of Buyer or any member of the SELLER under this CONTRACT. As security Company Group attributable to the BUYER, the SELLER shall deliver to the BUYER, such refund or credit and (y) any expenses incurred in obtaining such amounts) within sixty (60) Banking Days following the execution of this CONTRACT, a refund guarantee (securing refund of the 1st, 2nd, 3rd and 4th Instalments of the Contract Price) (the “Refund Guarantee”) to be issued by a first class Chinese bank acceptable to the BUYER (hereinafter called the “Refund Guarantor”) in the form as per Exhibit “A” annexed hereto. The Refund Guarantee shall become effective upon the SELLER’s receipt of the 1st Instalment from the BUYER. If the VESSEL has not been delivered and accepted in accordance with the terms of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”), the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension of the Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date receipt of such refund in cash or entitlement to such credit. If any amount paid to Seller pursuant to this ‎Section 6.08 is subsequently challenged successfully by any Governmental Authority, Seller shall repay to Buyer such amount (the “Extended Expiry Date”together with any interest and penalties assessed by such Governmental Authority in respect of such amount). If Such repayment obligation shall survive until the VESSEL date that is ninety (90) days after the expiration of the applicable statute of limitations with respect to the collection by the applicable Governmental Authority or other Person of the Tax liabilities in question (giving effect to any waiver, mitigation or extension thereof). Buyer will cooperate to take commercially reasonable actions (at Seller’s sole expense) to cause the Company and its Subsidiaries to claim Tax Refunds within the statutorily required time period, if so requested by the Seller; provided that Buyer shall not yet able be required to take any position with respect to a Tax Refund unless it can be supported at a “more likely than not” level of comfort (or higher confidence level) (as determined by the Buyer in consultation with its Tax Return preparers); provided however that Buyer shall nonetheless take such position if Seller provides (at Seller’s cost)an opinion of tax counsel of recognized standing, on which Buyer may rely and that is in form and substance reasonably acceptable to Buyer, to the effect that such position is “more likely than not” to be delivered sustained; and accepted in accordance with provided further that if the terms filing of this CONTRACT before such Extended Expiry a claim could reasonably be expected to have an adverse effect on the Tax liability of the Company or its Subsidiaries for any period (or portion thereof) after the Closing Date, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does Seller shall not procure the foregoing extension(s), the BUYER shall be entitled to at its option require such claim to cancel be filed without the CONTRACTwritten consent of the Buyer, not to be unreasonably withheld. (c) However, in the event of any dispute between the SELLER and the BUYER with regard to the SELLER’s obligation to repay the instalment or instalments paid by the BUYER and to the BUYER’s right to demand payment from the Refund Guarantor under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII hereof, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award between the SELLER and the BUYER is published. The Refund Guarantor shall not be obligated to make any payment under the Refund Guarantee unless the Final Award orders the SELLER to make repayment. If the SELLER fails to honour the Final Award, then the Refund Guarantor shall refund to the extent the Final Award orders. (d) Expenses and bank charges for receiving and/or cancelling the Refund Guarantee charged by the BUYER’s bank shall be for the BUYER’s account; and the expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank shall be for the SELLER’s account.

Refunds. (a) All payments made The Participating Securityholders shall be entitled to the amount of any refund or credit of Taxes of the Company with respect to a Pre-Closing Tax Period, which refund or credit is actually recognized by the BUYER Parent or its Affiliates (including the Company) after the Closing, net of any Taxes or other costs to the Parent and its Affiliates attributable to obtaining and receiving such refund or credit, provided that the Participating Securityholders shall not be entitled to the amount of any such refund or credit to the extent (i) such refund or credit arises as the result of a carryback of a loss or other Tax benefit arising in a Tax period (or portion thereof) beginning after the Closing Date (taking into account the conventions set forth in Section 8.9(b)), (ii) such refund or credit was included as a Closing Asset in the calculation of the Closing Date Net Working Capital, as finally determined pursuant to Section 1.11 (Post Closing Adjustment to Closing Merger Consideration Amount), (iii) the Participating Securityholders did not actually previously pay or economically bear the Taxes associated with such refund either pursuant to this Agreement or prior to delivery the Closing (including by a payment of such Taxes by the Company prior to the Closing) or otherwise, or (iv) such refund or credit is actually recognized by the Parent or its Affiliates after the final Earnout Payment has been paid (plus any additional period of time during which any Indemnified Party is permitted to make a claim for damages pursuant to any provision of this Section 8. Parent shall use commercially reasonable efforts to obtain, at the expense of the VESSEL shall be Participating Securityholders, such refunds and credits (including by making carryback claims to a Pre-Closing Tax Period of the Company to the extent permitted by applicable Law, for the avoidance of doubt, without derogation of the limitations in the nature proviso of advance to the SELLER, and in the event this CONTRACT is justifiably cancelled or rescinded by the BUYER, all in accordance with the specific terms first sentence of this CONTRACT permitting such cancellation or rescission, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already received by the SELLER from the BUYER under this CONTRACT, together with interest (at the rate set out in respective provision thereof) from the date of receipt by the SELLER of the respective instalment(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYER. (b) The BUYER’s obligation for payment of the 1st, 2nd, 3rd and 4th instalments shall be subject to the SELLER providing the BUYER with the following Refund Guarantee securing the repayment obligation of the SELLER under this CONTRACT. As security to the BUYER, the SELLER shall deliver to the BUYER, within sixty (60) Banking Days following the execution of this CONTRACT, a refund guarantee (securing refund of the 1st, 2nd, 3rd and 4th Instalments of the Contract Price) (the “Refund Guarantee”) to be issued by a first class Chinese bank acceptable to the BUYER (hereinafter called the “Refund Guarantor”) in the form as per Exhibit “A” annexed hereto. The Refund Guarantee shall become effective upon the SELLER’s receipt of the 1st Instalment from the BUYER. If the VESSEL has not been delivered and accepted in accordance with the terms of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”Section 8.9(d), the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension of the Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”). If the VESSEL is not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before such Extended Expiry Date, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for the same period (i.e. 60 days), and to repeat pay, or cause to be paid, to the Payment Agent (for further distribution to the Participating Securityholders) any amount to which the Participating Securityholders are entitled pursuant to the prior sentence within fifteen (15) Business Days following the end of the calendar year of the receipt or recognition of the applicable refund or credit by Parent or its Affiliates. To the extent such extension(s) refund or credit is subsequently disallowed or required to be returned to the applicable Governmental Body, the Participating Securityholders agree promptly to repay the amount of such refund or credit, together with applicable interest, if neededany, to Parent. If For the SELLER does not procure avoidance of doubt, notwithstanding anything to the foregoing extension(scontrary in this Agreement, except as provided in Section 8.9(b), the BUYER Participating Securityholders shall not be entitled to at its option any payments in respect of the utilization of Tax assets or Tax attributes of the Company in a Post-Closing Tax Period. For the avoidance of doubt, the Participating Securityholders shall not be entitled to cancel recover more than once for the CONTRACT. (csame amount, and therefore the Participating Securityholders shall not be entitled to a payment under this Section 8.9(d) However, in the event of any dispute between the SELLER and the BUYER with regard to the SELLER’s extent that the amount of a refund or credit has been applied previously to actually reduce the Participating Securityholders’ indemnification obligation pursuant to repay Section 8.1(c); provided, further, that the instalment or instalments paid by Participating Securityholders shall not be entitled to a payment under this Section 8.9(d) until the BUYER later of (x) the initial due date for filing (including ordinary course extenstions) of the last income Tax Return of the Company for any Pre-Closing Tax Period and (y) if an indemnification claim has been made pursuant to the BUYER’s right to demand payment from the Refund Guarantor under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration Section 8.1(c) that has not yet been resolved in accordance with Article XIII hereofSection 8, the Refund Guarantor shall withhold refund or credit is first applied to reduce the Participating Securityholders’ indemnification obligation with respect to such claim determined in accordance with Section 8 and defer payment under the Refund Guarantee until the Final Award between the SELLER and the BUYER such obligation is published. The Refund Guarantor shall not be obligated reduced to make any payment under the Refund Guarantee unless the Final Award orders the SELLER to make repayment. If the SELLER fails to honour the Final Award, then the Refund Guarantor shall refund to the extent the Final Award orderszero. (d) Expenses and bank charges for receiving and/or cancelling the Refund Guarantee charged by the BUYER’s bank shall be for the BUYER’s account; and the expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank shall be for the SELLER’s account.

Refunds. (a) All payments made by Seller will be entitled to retain, or receive immediate payment from Buyer or any of its Affiliates (including the BUYER prior Acquired Companies) of any refund or credit arising with respect to delivery any of the VESSEL Acquired Companies (including, refunds and credits arising by reason of amended Tax Returns filed after the Closing Date or otherwise) relating to Taxes with respect to any Tax period ending on or before the Closing Date. Buyer and the Acquired Companies will be entitled to retain, or receive immediate payment from Seller of, any refund or credit with respect to Taxes with respect to any taxable period beginning after the Closing Date relating to any of the Acquired Companies. Buyer and Seller will apportion any refund or credit with respect to Taxes for any Straddle Period in a manner consistent with that provided for determining the liability to pay any such Taxes pursuant to Section 13.2. The amount of any refund or credit which Buyer or Seller is entitled to retain or receive pursuant to this Section 13.6 shall be in reduced to take account of any Taxes incurred upon the nature of advance to the SELLER, and in the event this CONTRACT is justifiably cancelled or rescinded by the BUYER, all in accordance with the specific terms of this CONTRACT permitting such cancellation or rescission, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already received by the SELLER from the BUYER under this CONTRACT, together with interest (at the rate set out in respective provision thereof) from the date of receipt by the SELLER of the respective instalment(s) to the date of remittance by telegraphic transfer of such refund or credit. All payments required to be made pursuant to this Section 13.6 shall be made within thirty (30) days after Actually Realized by Seller, Buyer or the account specified by the BUYERAcquired Companies. (b) The BUYER’s obligation for payment of the 1st, 2nd, 3rd and 4th instalments Seller shall be subject permitted to file or cause to be filed at Seller’s sole expense, and Buyer shall, and shall cause the SELLER providing the BUYER Acquired Companies to, reasonably cooperate with the following Refund Guarantee securing the repayment obligation Seller in connection with, any claims for refund of the SELLER under this CONTRACT. As security Taxes to the BUYER, the SELLER shall deliver which Seller is entitled pursuant to the BUYER, within sixty (60Section 13.6(a) Banking Days following the execution or any other provision of this CONTRACTAgreement. Seller shall reimburse Buyer or the Acquired Companies, a refund guarantee (securing as the case may be, for any reasonable out-of-pocket costs and expenses incurred in connection with such cooperation. Buyer shall be permitted to file or cause to be filed at Buyer’s sole expense, and Seller shall reasonably cooperate with Buyer or the Acquired Companies, as the case may be, any claims for refund of the 1st, 2nd, 3rd and 4th Instalments of the Contract PriceTaxes to which Buyer is entitled pursuant to Section 13.6(a) (the “Refund Guarantee”) to be issued by a first class Chinese bank acceptable to the BUYER (hereinafter called the “Refund Guarantor”) in the form as per Exhibit “A” annexed hereto. The Refund Guarantee shall become effective upon the SELLER’s receipt of the 1st Instalment from the BUYER. If the VESSEL has not been delivered and accepted in accordance with the terms or any other provision of this CONTRACT before the specific expiry date as stipulated Agreement. Buyer shall reimburse Seller for any reasonable out-of-pocket costs and expenses incurred in Exhibit “A” annexed hereto to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”), the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension of the Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”). If the VESSEL is not yet able to be delivered and accepted in accordance connection with the terms of this CONTRACT before such Extended Expiry Date, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER shall be entitled to at its option to cancel the CONTRACTcooperation. (c) However, in the event of any dispute between the SELLER and the BUYER with regard to the SELLER’s obligation to repay the instalment or instalments paid by the BUYER and to the BUYER’s right to demand payment from the Refund Guarantor under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII hereof, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award between the SELLER and the BUYER is published. The Refund Guarantor shall not be obligated to make any payment under the Refund Guarantee unless the Final Award orders the SELLER to make repayment. If the SELLER fails to honour the Final Award, then the Refund Guarantor shall refund to the extent the Final Award orders. (d) Expenses and bank charges for receiving and/or cancelling the Refund Guarantee charged by the BUYER’s bank shall be for the BUYER’s account; and the expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank shall be for the SELLER’s account.

Refunds. (a) All payments made by the BUYER prior to delivery of the VESSEL shall be in the nature of advance to the SELLER, and in the event this CONTRACT Contract is justifiably rescinded or cancelled or rescinded by the BUYER, all in accordance with the specific terms of this CONTRACT Contract permitting such cancellation rescission or rescissioncancellation, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already received paid by the BUYER to the SELLER from the BUYER under this CONTRACTContract, together with any interest (at the rate set out in respective provision thereof) from the date of receipt by the SELLER of the respective instalment(sinstallment(s) to the date of remittance by telegraphic transfer of such refund by the SELLER to the account specified by the BUYER. (b) The BUYER’s obligation for payment of the 1st, 2nd, 3rd and 4th instalments shall be subject to the SELLER providing the BUYER with the following Refund Guarantee securing the repayment obligation of the SELLER under this CONTRACT. As security to the BUYER, the SELLER shall deliver to the BUYER, within sixty (60) Banking Days following calendar days after signing of the execution of this CONTRACTContract, a refund guarantee (Refund Guarantee to be issued by Bank of China Ltd., Beijing Branch, or any other Chinese Bank, securing refund of the SELLER’s obligation for refunding to the BUYER the 1st, 2nd, 3rd and 4th Instalments of instalments received by the Contract Price) (the “Refund Guarantee”) to be issued by a first class Chinese SELLER through SELLER’s bank acceptable to the BUYER (hereinafter called the “Refund Guarantor”) in the form as per Exhibit “"A” " annexed hereto. If the Refund Guarantee is issued by any other Chinese Bank, it should be a bank that is acceptable to the BUYER. The Refund Guarantee shall become effective upon the SELLER’s receipt of the 1st Instalment from the BUYERbe issued by SWIFT. If the VESSEL has not been delivered and accepted in accordance with the terms of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”), the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension of the Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”). If the VESSEL is not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before such Extended Expiry Date, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER shall be entitled to at its option to cancel the CONTRACT. (c) However, in the event of any dispute between the SELLER and the BUYER with regard to the SELLER’s 's obligation to repay the instalment installment or instalments installments paid by the BUYER and to the BUYER’s 's right to demand payment from the Refund Guarantor SELLER’s bank, under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII hereof, the Refund Guarantor SELLER’s bank shall withhold and defer payment under the Refund Guarantee until the Final Award arbitration award between the SELLER and the BUYER is publishednotified to SELLER’s bank. The Refund Guarantor SELLER’s bank shall not be obligated to make any payment under the Refund Guarantee unless the Final Award arbitration award orders the SELLER to make repayment. If the SELLER fails to honour the Final Awardaward, then the Refund Guarantor SELLER’s bank shall refund to the extent the Final Award final arbitration award orders. (d) Expenses and bank charges for receiving and/or cancelling the Refund Guarantee charged by the BUYER’s bank shall be for the BUYER’s account; and the expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank shall be for the SELLER’s account.

Refunds. (a) All The payments made by the BUYER prior to delivery of the VESSEL shall be in the nature of advance advances to the SELLER, and in the event this CONTRACT Contract is justifiably rescinded or cancelled or rescinded by the BUYER, all BUYER in accordance with the specific terms of this CONTRACT Contract permitting such cancellation rescission or rescissioncancellation, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already received paid by the BUYER to the SELLER from the BUYER under this CONTRACTContract, together with interest (at the rate set out in respective provision thereof) from the date of receipt respective dates such sums were received by the SELLER of the respective instalment(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYER. (b) The BUYER’s obligation for payment of the 1st, 2nd, 3rd and 4th instalments shall be subject to the SELLER providing the BUYER with the following Refund Guarantee securing the repayment obligation of the SELLER under this CONTRACT. As security to the BUYER, the SELLER shall deliver to the BUYER, within sixty (60) Banking Days following as soon as possible after the execution signing of this CONTRACTContract, a refund guarantee (securing refund of the 1st, 2nd, 3rd and 4th Instalments of the Contract Price) (the “Refund Guarantee”) Guarantee to be issued by a first class Chinese bank acceptable to the BUYER (hereinafter called referred to as the “Refund Guarantor”) Seller’s Bank), in the form as per Exhibit “AB” annexed hereto. The Refund Guarantee confirmation for SAFE registration from the refund guarantor shall become effective upon the SELLER’s receipt be provided within two months after issuance of the 1st Instalment from the BUYERrefund guarantee. If the VESSEL has not been delivered and accepted in accordance with the terms of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”), the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension of the Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”). If the VESSEL is not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before such Extended Expiry Date, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER shall be entitled to at its option to cancel the CONTRACT. (c) However, in the event of any dispute between the SELLER and the BUYER with regard to the SELLER’s obligation to repay the instalment installment or instalments installments paid by the BUYER and to the BUYER’s ’S right to demand payment from the Refund Guarantor Seller’s Bank, under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII 13 hereof, the Refund Guarantor SELLER’S BANK shall withhold and defer payment under the Refund Guarantee until the Final Award arbitration award between the SELLER and the BUYER is published. The Refund Guarantor SELLER’S BANK shall not be obligated to make any payment under the Refund Guarantee unless the Final Award arbitration award orders the SELLER to make repayment. If the SELLER fails to honour honor the Final Awardaward or judgment, then the Refund Guarantor SELLER’S BANK shall refund to the extent the Final Award ordersarbitration award. Shipbuilding Contract Hull No. (d) Expenses and bank charges for receiving and/or cancelling the Refund Guarantee charged by the BUYER’s bank shall be for the BUYER’s account; and the expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank shall be for the SELLER’s account.

Refunds. After the Designated Date 3.2.4.1. In accordance with the procedure set out in the Offer Documents, the Registrar along with the Lead Managershall at any time on or after Designated Date in the form provided in Schedule I (awith a copy to the Company and Promoter Selling Shareholder) All payments made by provide the BUYER prior to delivery Escrow Collection Bank with details of the VESSEL Surplus Amount, if any, to be transferred to the Refund Account. Further, the Registrar (with a copy to the Lead Manager, the Company and the Promoter Selling Shareholder) shall also provide the Refund Account Bank with details of the Bidders to whom refunds have to be made and the amounts to be refunded thereto from the Refund Account in the prescribed form (Schedule IV) hereto. 3.2.4.2. The Parties acknowledge and agree that the entire process of dispatch of refunds through electronic clearance shall be completed within the timelines prescribed under the SEBI ICDR Regulations and other Applicable Law. However, in the nature case of advance to Minimum Subscription Failure or Stock Exchange Refusal, the SELLER, and entire process of dispatch of refunds of amounts through electronic clearance shall be completed within two (2) days from the Bid/ Offer Closing Date (in the event this CONTRACT is justifiably cancelled of a Minimum Subscription Failure) or rescinded by the BUYERdate of receipt of intimation from Stock Exchanges rejecting the application for listing of the Equity Shares (in the event of a Stock Exchange Refusal), all or such other prescribed timeline in terms of the SEBI ICDR Regulations and other Applicable Law. 3.2.4.3. The Escrow Collection Bank agrees that it shall immediately and in any event no later than one Working Day of receipt of such intimation from the Lead Manager transfer the Surplus Amount to the Refund Account, with notice to the Company, the Promoter Selling Shareholder and the Registrar in accordance with the specific terms of this CONTRACT permitting such cancellation or rescission, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already received by the SELLER from the BUYER under this CONTRACT, together with interest (at the rate set out in respective provision thereof) from the date of receipt by the SELLER of the respective instalment(s) to the date of remittance by telegraphic transfer of such refund to the account procedure specified by the BUYER. (b) The BUYER’s obligation for payment of the 1st, 2nd, 3rd and 4th instalments shall be subject to the SELLER providing the BUYER with the following Refund Guarantee securing the repayment obligation of the SELLER under this CONTRACT. As security to the BUYER, the SELLER shall deliver to the BUYER, within sixty (60) Banking Days following the execution of this CONTRACT, a refund guarantee (securing refund of the 1st, 2nd, 3rd and 4th Instalments of the Contract Price) (the “Refund Guarantee”) to be issued by a first class Chinese bank acceptable to the BUYER (hereinafter called the “Refund Guarantor”) in the form as per Exhibit “A” annexed heretoRHP and this Agreement. The Refund Guarantee Account Bank shall become effective upon immediately and in any event no later than one Working Day of the SELLER’s receipt of intimation as per Clause 3.2.4.1, issue refund instructions to the electronic clearing house, with notice to the Lead Manager, the Promoter Selling Shareholder and the Company. Such intimation from the Registrar, shall in any event, be no later than one (1) Working Days from the Bid/Offer Closing Date. 3.2.4.4. The Company shall, within one (1) Working Day of the receipt of the 1st Instalment from the BUYER. If the VESSEL has not been delivered and accepted in accordance with the terms list of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto Bidders to whom refunds have to be four hundred made and thirty five (435) days after the Delivery Date amounts to be refunded thereto, prepare and deliver the requisite stationery for printing of refund intimations to the Registrar’s office, who in Article VII.1 of turn shall immediately dispatch such intimations to the respective Bidders and in any event no later than the time period specified in this CONTRACT (regard in the “Expiry Date”)Red ▇▇▇▇▇▇▇ Prospectus, the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension of the Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”). If the VESSEL is not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before such Extended Expiry DateProspectus, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER shall be entitled to at its option to cancel the CONTRACT. (c) However, in the event of any dispute between the SELLER Preliminary Offering Memorandum and the BUYER with regard to the SELLER’s obligation to repay the instalment Offering Memorandum, or instalments paid such earlier time as may be required by the BUYER and to the BUYER’s right to demand payment from the Refund Guarantor under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII hereof, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award between the SELLER and the BUYER is published. The Refund Guarantor shall not be obligated to make any payment under the Refund Guarantee unless the Final Award orders the SELLER to make repayment. If the SELLER fails to honour the Final Award, then the Refund Guarantor shall refund to the extent the Final Award ordersLead Manager. (d) Expenses and bank charges for receiving and/or cancelling the Refund Guarantee charged by the BUYER’s bank shall be for the BUYER’s account; and the expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank shall be for the SELLER’s account.

Refunds. (a) All payments made by the BUYER prior to delivery of the VESSEL shall be in the nature of advance to the SELLER, and in the event this CONTRACT Contract is justifiably rescinded or cancelled or rescinded by the BUYER, all BUYER in accordance with the specific terms of Date: 13/63 Shipbuilding Contract Hull No. this CONTRACT Contract permitting such cancellation rescission or rescissioncancellation, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already received paid by the BUYER to the SELLER from the BUYER under this CONTRACTContract, together with interest (at the rate set out in respective provision thereofhereof) from the date of receipt by the SELLER of the respective instalment(spayment date(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYER. (b) The BUYER’s obligation for . As a condition precedent to the payment of the 1st, 2nd, 3rd first instalment and 4th instalments shall be subject to the SELLER providing the BUYER with the following Refund Guarantee securing the repayment obligation of the SELLER under this CONTRACT. As as security to the BUYER, the SELLER shall deliver to the BUYER, within sixty twenty (6020) Banking Business Days following after the execution signing of this CONTRACTContract, a refund guarantee (securing refund Refund Guarantee covering the SELLER’s obligation for repayment of the 1st, 2nd, 1st and 2nd and 3rd and 4th Instalments of the Contract Price) (the “Refund Guarantee”) instalments plus interest if any as aforesaid to be issued by a first class Chinese bank acceptable to the BUYER (hereinafter called the “Refund Guarantor”) in substantially similar form and tenor to the form as per Exhibit “A” annexed hereto. The Refund Guarantee All expenses in issuing the letter of guarantee described in this paragraph shall become effective upon be borne by the SELLER’s receipt of the 1st Instalment from the BUYER. If the VESSEL has not been delivered and accepted in accordance with the terms of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”), the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension of the Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”). If the VESSEL is not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before such Extended Expiry Date, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER shall be entitled to at its option to cancel the CONTRACT. (c) However, in the event of any dispute between the SELLER and the BUYER with regard to the SELLER’s obligation to repay the instalment or instalments paid by the BUYER and to the BUYER’s ’S right to demand payment from the Refund Guarantor Guarantor, under its guaranteethe Refund Guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII hereof, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award such arbitration between the SELLER and the BUYER is publishedfinally determined. The Refund Guarantor shall not be obligated to make any payment under the Refund Guarantee unless the Final Award arbitration award orders the SELLER to make repaymentrepayment of all or any part of the instalments hereunder. If the SELLER fails to honour any award or judgement relating to a dispute of the Final Awardnature referred to above within Eight (8) Business Days of such final award or judgement, then the Refund Guarantor shall refund the relevant instalment or instalments (or part thereof) to the extent the Final Award arbitration award orders. (d) Expenses and bank charges for receiving and/or cancelling the Refund Guarantee charged by the BUYER’s bank shall be for the BUYER’s account; and the expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank shall be for the SELLER’s account.

Refunds. (a) All payments made by the BUYER prior to delivery of the VESSEL shall be in the nature of advance to the SELLER, and in the event this CONTRACT is justifiably cancelled or rescinded by the BUYER, all in accordance with the specific terms of this CONTRACT permitting such cancellation or rescission, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already Any Tax refunds that are received by the SELLER from Company and any amounts credited against Tax that the BUYER under this CONTRACTCompany becomes entitled that relate to a Pre-Closing Tax Period (taking into account, together with interest in the case of a Straddle Period, the principles in Section 7.02(b)), shall be for the account of the Sellers Parties, but only to the extent (at i) such Taxes were paid by the rate set out Company prior to the Closing, paid by a Seller Party prior to the Closing or pursuant to Article VIII, or were taken into account in respective provision thereofdetermining the Tax Liability Amount included in Closing Indebtedness, and (ii) from the date refund or credit was not previously taken into account in determining the Tax Liability Amount included in Closing Indebtedness (a “Pre-Closing Tax Refund”). Purchaser shall pay over to the Seller Parties any such Pre-Closing Tax Refund within ten (10) days of receipt by thereof or, in the SELLER case of the respective instalment(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYER. (b) The BUYER’s obligation for payment of the 1st, 2nd, 3rd and 4th instalments shall be subject to the SELLER providing the BUYER with the following Refund Guarantee securing the repayment obligation of the SELLER under this CONTRACT. As security to the BUYER, the SELLER shall deliver to the BUYERa credit, within sixty ten (60) Banking Days following the execution of this CONTRACT, a refund guarantee (securing refund of the 1st, 2nd, 3rd and 4th Instalments of the Contract Price) (the “Refund Guarantee”) to be issued by a first class Chinese bank acceptable to the BUYER (hereinafter called the “Refund Guarantor”) in the form as per Exhibit “A” annexed hereto. The Refund Guarantee shall become effective upon the SELLER’s receipt of the 1st Instalment from the BUYER. If the VESSEL has not been delivered and accepted in accordance with the terms of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (43510) days after the Delivery Date Tax Return is filed on which the credit against Tax Liability is realized in Article VII.1 respect of this CONTRACT such Pre-Closing Tax Refund, net of (the “Expiry Date”)i) any reasonable out-of-pocket expenditures incurred to obtain such refund and (ii) any Taxes resulting from receipt of such refund; provided, the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension of the Refund Guarantee so however, that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”). If the VESSEL is Seller Parties shall not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before such Extended Expiry Date, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER shall be entitled to at its option to cancel the CONTRACT. (c) However, in the event of any dispute between the SELLER and the BUYER with regard to the SELLER’s obligation to repay the instalment or instalments paid by the BUYER and to the BUYER’s right to demand payment from the Refund Guarantor under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII hereof, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award between the SELLER and the BUYER is published. The Refund Guarantor shall not be obligated to make any payment under the Refund Guarantee unless the Final Award orders the SELLER to make repayment. If the SELLER fails to honour the Final Award, then the Refund Guarantor shall Tax refund to the extent the Final Award orders. refund or credit is the result of (di) Expenses and bank charges the carryback of any loss, credit or other allowance arising in a taxable period other than a Pre-Closing Tax period, (ii) payments of Taxes made after Closing Date, or (iii) any refund for receiving and/or cancelling Tax that gives rise to an offsetting payment obligation to any Person other than the Seller Parties under applicable Law or pursuant to a provision of a contract or other agreement entered (or assumed) prior to the Closing. Notwithstanding anything in this Agreement to the contrary, in the event that any such Pre-Closing Tax Refund Guarantee charged is subsequently determined by any Governmental Entity to be less than the BUYER’s bank amount paid to Seller Parties, Seller Parties shall promptly return any such disallowed amounts (plus any interest or penalties in respect of such disallowed refunds owed to a Governmental Entity) to Purchaser. None of Purchaser or any of its Affiliates shall be for required to claim any “quick refund” or other refund based on an estimate of taxable income (such as a claim using IRS Form 1139 and/or IRS Form 4466, or any similar state or local form or the BUYER’s account; filing of a Tax Return earlier than its due date) based on information known to be inaccurate or incomplete with an intent to amend such Tax Return later or to take any action that could cause such Person to incur any material unreimbursed out-of-pocket costs and expenses. For the expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank avoidance of doubt, no provision in this Section 7.02(i) shall be for interpreted to give the SELLER’s accountSeller Parties’ Representative or Seller Parties the right to review the Tax Returns of the Purchaser or any of its Affiliates that Seller Parties’ Representative or Seller Parties would not otherwise have the right to review under this Agreement or any other information relating to Taxes that Purchaser reasonably deems confidential.

Refunds. 3.2.4.1. In accordance with the procedure set out in the Issue Documents, the Registrar along with the BRLMs shall at any time on or after Designated Date in the form provided in 3.2.4.2. Schedule III (awith a copy to the Company) All payments made by provide the BUYER prior to delivery Escrow Collection Bank/Public Issue Account Bank with details of the VESSEL Surplus Amount, if any, to be transferred to the Refund Account from the Escrow Account/Public Issue Account. Further, the Registrar (with a copy to the BRLMs, the Company) shall also provide the Refund Bank with details of the Bidders to whom refunds have to be made and the amounts to be refunded thereto from the Refund Account in the prescribed form (Schedule IV) hereto. 3.2.4.3. The Parties acknowledge and agree that the entire process of dispatch of refunds through electronic clearance shall be completed within the timeline prescribed under the RHP, the Prospectus, the Preliminary Offering Memorandum and the Offering Memorandum,SEBI ICDR Regulations and other Applicable Law. However, in the nature case of advance to Minimum Subscription Failure or Stock Exchange Refusal, the SELLER, and entire process of dispatch of refunds of amounts through electronic clearance shall be completed within four days from the Bid/ Issue Closing Date (in the event this CONTRACT is justifiably cancelled of a Minimum Subscription Failure) or rescinded by the BUYER, all in accordance with the specific terms of this CONTRACT permitting such cancellation or rescission, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already received by the SELLER from the BUYER under this CONTRACT, together with interest (at the rate set out in respective provision thereof) from the date of receipt of intimation from Stock Exchanges rejecting the application for listing of the Equity Shares (in the event of a Stock Exchange Refusal), or such other prescribed timeline in terms of the SEBI ICDR Regulations and other Applicable Law. 3.2.4.4. The Escrow Collection Bank/Public Issue Account Bank agrees that it shall immediately and in any event no later than one Working Day of receipt of such intimation from the BRLMs transfer the Surplus Amount to the Refund Account, with notice to the Company and the Registrar. The Refund Bank shall immediately and in any event no later than one Working Day of the receipt of intimation as per Clause 3.2.4.1, issue refund instructions to the electronic clearing house, with notice to the BRLMs and the Company. Such intimation from the Registrar, shall in any event, be no later than six Working Days from the Bid/Issue Closing Date. 3.2.4.5. The Company shall, within one (1) Working Day of the receipt of the list of Bidders to whom refunds have to be made and the amounts to be refunded thereto, prepare and deliver the requisite stationery for printing of refund intimations to the Registrar’s office, who in turn shall immediately dispatch such intimations to the respective Bidders and in any event no later than the time period specified in this regard in the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus, the Preliminary Offering Memorandum and the Offering Memorandum, or such earlier time as may be required by the SELLER BRLMs. 3.2.4.5.1. On receipt of the intimation of failure of the Issue from the BRLMs as per Clause 3.2.1.2 of this Agreement as the case may be, the Registrar to the Issue shall, within one Working Day from the receipt of intimation of the failure of the Issue, provide the SCSBs written details of the Bid Amounts that have to be unblocked from the ASBA Accounts of the Bidders (with a copy to the Company and the BRLMs). 3.2.4.6. The refunds pertaining to amounts in the Refund Account shall be made by the Refund Bank to the respective instalment(sBidders in manner set forth below: • NACH – National Automated Clearing House (“NACH”) which is a consolidated system of ECS. Payment of refund would be done through NACH for Bidders having an account at one of the centres specified by the RBI, where such facility has been made available. This would be subject to availability of complete bank account details including Magnetic Ink Character Recognition (MICR) code wherever applicable from the Depository. The payment of refund through NACH is mandatory for Bidders having a bank account at any of the centres where NACH facility has been made available by the RBI (subject to availability of all information for crediting the refund through NACH including the MICR code as appearing on a cheque leaf, from the depositories), except where applicant is otherwise disclosed as eligible to get refunds through NEFT or direct credit or RTGS. • NEFT—Payment of refund may be undertaken through NEFT wherever the branch of the Anchor Investors’ bank is NEFT enabled and has been assigned the Indian Financial System Code (“IFSC”), which can be linked to the MICR of that particular branch. The IFSC may be obtained from the website of RBI as at a date prior to the date of remittance by telegraphic transfer payment of such refund, duly mapped with MICR numbers. Wherever the Anchor Investors have registered their nine-digit MICR number and their bank account number while opening and operating the demat account, the same may be duly mapped with the IFSC of that particular bank branch and the payment of refund may be made to the Anchor Investors through this method. In the event NEFT is not operationally feasible, the payment of refunds may be made through any one of the other modes as discussed in this section; • RTGS—Anchor Investors having a bank account at any of the centers notified by SEBI where clearing houses are managed by the RBI, may have the option to receive refunds, if any, through RTGS. • Direct Credit—Anchor Investors having their bank account with the Refund Bank may be eligible to receive refunds, if any, through direct credit to such bank account. • For all other Bidders, including those who have not updated their bank particulars with the MICR code. Such refunds will be made by cheques, pay orders or demand drafts drawn on the Refund Bank and payable at par at places where Bids are received. Any bank charges for cashing such cheques, pay orders or demand drafts at other centers will be payable by the respective Bidders. 3.2.4.7. Online validation at the point of payment by the Refund Bank is subject to the Registrar providing complete master lists (“Masters”) to the Refund Bank, in the format specified by the BUYER. (b) Refund Bank. The BUYER’s obligation Registrar shall ensure that any change in the Masters is communicated to the Refund Bank immediately to ensure timely refund. The Registrar shall be liable for payment all consequences which may arise as a result of delay or error in such communication of the 1st, 2nd, 3rd and 4th instalments shall be subject aforesaid changes to the SELLER providing the BUYER with the following Refund Guarantee securing the repayment obligation of the SELLER under this CONTRACT. As security to the BUYER, the SELLER shall deliver to the BUYER, within sixty (60) Banking Days following the execution of this CONTRACT, a refund guarantee (securing refund of the 1st, 2nd, 3rd and 4th Instalments of the Contract Price) (the “Refund Guarantee”) to be issued by a first class Chinese bank acceptable to the BUYER (hereinafter called the “Refund Guarantor”) in the form as per Exhibit “A” annexed heretoBank. The Refund Guarantee Bank shall become effective upon the SELLER’s receipt of the 1st Instalment from the BUYER. If the VESSEL has not been delivered and accepted in accordance with the terms of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”), the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension responsible for reconciliation of the Refund Guarantee so that Account with the Masters provided by the Registrar and the Refund Guarantee is valid for Bank shall provide a list of paid/unpaid cases at least sixty (60) days after regular intervals or as desired by the Expiry Date (Registrar, BRLMs and the “Extended Expiry Date”)Company. If Any inconsistencies observed by the VESSEL is not yet able to Refund Bank between the Refund Account and the Masters shall be delivered and accepted in accordance discussed with the terms Registrar and the BRLMs, prior to dispatch of refund. 3.2.4.8. All refunds under this CONTRACT before Agreement shall be payable by the Refund Bank and until such Extended Expiry Daterefunds are paid as agreed herein, the SELLER is obliged to procure, without delay and latest thirty (30) days before monies lying in the Extended Expiry Date, another extension Refund Account shall be held for the benefit of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER shall be entitled to at its option to cancel the CONTRACTBeneficiaries without any right or lien thereon. (c) However, in the event of any dispute between the SELLER and the BUYER with regard to the SELLER’s obligation to repay the instalment or instalments paid by the BUYER and to the BUYER’s right to demand payment from the Refund Guarantor under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII hereof, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award between the SELLER and the BUYER is published3.2.4.9. The Refund Guarantor shall Bank reserves the right to not be obligated to make any payment under dispatch the Refund Guarantee unless refund, if they are not mentioned in the Final Award orders the SELLER to make repayment. If the SELLER fails to honour the Final Award, then the Refund Guarantor shall refund to the extent the Final Award orders. (d) Expenses and bank charges for receiving and/or cancelling the Refund Guarantee charged Masters provided by the BUYER’s bank shall be Registrar, or in case of any mismatch in any of the fields when compared for validation with the BUYER’s account; and the expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank shall be for the SELLER’s accountMasters.

Refunds. (ai) All payments made Any Tax refund (including any interest in respect thereof) received by the BUYER prior to delivery Holdings, C&A Products or any of the VESSEL shall be in Bison Subsidiaries (other than the nature of advance to the SELLER, Brazilian Entities and in the event this CONTRACT is justifiably cancelled or rescinded by the BUYER, all in accordance with the specific terms of this CONTRACT permitting such cancellation or rescission, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already received by the SELLER from the BUYER under this CONTRACT, together with interest (at the rate set out in respective provision thereof) from the date of receipt by the SELLER of the respective instalment(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYER. (b) The BUYER’s obligation for payment of the 1st, 2nd, 3rd THI and 4th instalments shall be subject to the SELLER providing the BUYER with the following Refund Guarantee securing the repayment obligation of the SELLER under this CONTRACT. As security to the BUYER, the SELLER shall deliver to the BUYER, within sixty (60) Banking Days following the execution of this CONTRACT, a refund guarantee (securing refund of the 1st, 2nd, 3rd and 4th Instalments of the Contract Price) (the “Refund Guarantee”) to be issued by a first class Chinese bank acceptable to the BUYER (hereinafter called the “Refund Guarantor”) in the form as per Exhibit “A” annexed hereto. The Refund Guarantee shall become effective upon the SELLER’s receipt of the 1st Instalment from the BUYER. If the VESSEL has not been delivered and accepted in accordance with the terms of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”), the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension of the Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”). If the VESSEL is not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before such Extended Expiry Date, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for the same period (i.e. 60 daysits Subsidiaries), and any amounts credited against Tax to repeat such extension(swhich Holdings, C&A Products or any of the Bison Subsidiaries (other than the Brazilian Entities and THI and its Subsidiaries) if needed. If the SELLER does not procure the foregoing extension(sbecomes entitled (including by way of any amended Tax Returns or any carryback filing), that relate to any taxable period, or portion thereof, ending on or before the BUYER shall be entitled to at its option to cancel the CONTRACT. (c) However, in the event of any dispute between the SELLER and the BUYER with regard to the SELLER’s obligation to repay the instalment or instalments paid by the BUYER and to the BUYER’s right to demand payment from the Refund Guarantor under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII hereof, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award between the SELLER and the BUYER is published. The Refund Guarantor shall not be obligated to make any payment under the Refund Guarantee unless the Final Award orders the SELLER to make repayment. If the SELLER fails to honour the Final Award, then the Refund Guarantor shall refund to the extent the Final Award orders. (d) Expenses and bank charges for receiving and/or cancelling the Refund Guarantee charged by the BUYER’s bank Closing Date shall be for the BUYER’s account; account of Parent, and Holdings shall pay over to Parent any such refund or the expenses amount of any such credit within 15 days after receipt of such credit or entitlement thereto. (ii) Any Tax refund (including any interest in respect thereof) received by Permali or ▇▇▇▇▇▇▇, and bank charges for issuing and/or cancelling any amounts credited against Tax to which Permali or ▇▇▇▇▇▇▇ becomes entitled (including by way of any amended Tax Returns or any carryback filing), that relate to any taxable period, or portion thereof, ending on or before the Refund Guarantee charged by the SELLER’s bank Closing Date shall be for the SELLER’s accountaccount of Parent, and Holdings shall pay over to Parent any such refund or the amount of any such credit within 15 days after receipt of such credit or entitlement thereto. (iii) The percentage (the "Ownership Percentage"), equal to the lesser of (A) 56.6% or (B) the percentage of issued and outstanding stock of Plascar held by Permali, of any Tax refund (including any interest in respect thereof) received by Plascar or TATB or any amounts credited against Tax to which Plascar or TATB becomes entitled (including by way of any amended Tax Returns or any carryback filing), that relate to any taxable period, or portion thereof, ending on or before the Closing Date shall be for the account of Parent, and Holdings shall pay over to Parent the Ownership Percentage of any such refund or credit within 15 days after receipt of such credit or entitlement thereto. (iv) Holdings shall pay Parent interest at the rate prescribed under Section 6621(a)(1) of the Code, compounded daily, on any amount not paid when due under this Section 5.8(c). For purposes of this Section 5.8(c), where it is necessary to apportion a refund or credit between Holdings and Parent for a Straddle Period, such refund or credit shall be apportioned between the period deemed to end at the close of the Closing Date and the period deemed to begin at the beginning of the day following the Closing Date on the basis of an interim closing of the books of each of the Bison Subsidiaries (other than THI and its Subsidiaries), except that refunds or credits of Taxes imposed on a periodic basis (e.g., real property Taxes) shall be allocated on a daily basis. (v) Holdings shall cooperate, and cause C&A Products and each of the Bison Subsidiaries (other than THI and its Subsidiaries) to cooperate, in obtaining, at Parent's expense, any Tax refund (other than a refund based on a carryback from a taxable year or period beginning after the Closing Date) that Parent reasonably believes is available based on substantial authority, including through filing appropriate forms with the applicable Tax Authority; provided, that if the refund would result in any Tax Detriment to any Bison Subsidiary after the Closing, Parent shall reimburse Holdings the amount of such Tax Detriment.

Refunds. (a) All payments made by the BUYER prior to delivery of the VESSEL shall be in the nature of advance to the SELLER, and in In the event this CONTRACT is justifiably cancelled or rescinded by of a failure to complete the BUYER, all Issue in accordance with the specific terms Clauses 3.2.4(a) and/or 3.2.5 of this CONTRACT permitting such cancellation or rescissionAgreement, if the Application Monies have already been transferred to the Allotment Account, then upon receipt of written joint instructions from the Company and the Lead Managers, in the form provided in Annexure E, the SELLER shall refund Banker to the BUYER Issue shall forthwith transfer the Issue Amount lying to the credit of the Allotment Account to the Refund Account and the Refund Bank shall make payments in United States Dollars the full amount of all sums already received accordance with Applicable Law. All refunds under this Agreement shall be payable by the SELLER from Refund Bank and until such refunds are paid as agreed herein, the BUYER under this CONTRACT, together with interest (at monies lying in the rate set out in respective provision thereof) from Refund Account shall be held for the date of receipt by the SELLER benefit of the respective instalment(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYERBeneficiaries without any right or lien thereon. (b) The BUYER’s obligation In accordance with the procedure set out in the Letter of Offer, the Company, the Lead Managers and the Registrar shall at any time on or after the Transfer Date, in the form provided in Annexure I hereto provide the Escrow Collection Bank, with joint instructions for payment the Surplus Amount, lying to the credit of the 1stEscrow Account, 2ndif any, 3rd to be transferred to the Refund Account. Further, on or before the Transfer Date, the Registrar (with a copy to the Lead Managers and 4th instalments the Company) shall also provide the Refund Bank with details of the Applicants to whom refunds have to be made from the Refund Account in the form provided in Annexure J hereto. (c) The Escrow Collection Bank agrees that it shall immediately and in any event no later than one Business Day of receipt of instruction as per Clause 3.2.7(b), transfer the Surplus Amount to the Refund Account, with notice to the Company, the Lead Managers and the Registrar. The Refund Bank shall immediately and in any event no later than one Business Day of the receipt of instruction as per Clause 3.2.7(b), issue refund instructions to the electronic clearing house, with notice to the Lead Managers, the Company and the Registrar. (d) The refunds pertaining to amounts in the Refund Account shall be made by the Refund Bank to the respective Applicants in accordance with and in the manner provided in the Letter of Offer. (e) Any returns/rejects from NACH/NEFT/RTGS/Direct Credit will be refunded by way of demand drafts by the Refund Bank. The Refund Bank for such refunds will act in accordance with the instructions of the Registrar for issuances of these instruments. (f) Online validation at the point of payment by the Refund Bank is subject to the SELLER Registrar providing the BUYER with the following Refund Guarantee securing the repayment obligation of the SELLER under this CONTRACT. As security to the BUYER, the SELLER shall deliver to the BUYER, within sixty complete master lists (60) Banking Days following the execution of this CONTRACT, a refund guarantee (securing refund of the 1st, 2nd, 3rd and 4th Instalments of the Contract Price) (the “Refund GuaranteeMasters”) to be issued the Refund Bank, in the format specified by a first class Chinese bank acceptable the Refund Bank. The Registrar shall ensure that any change in the Masters is communicated to the BUYER (hereinafter called Refund Bank immediately to ensure timely refund. The Registrar shall be liable for all consequences which may arise as a result of delay or error in such communication of the “aforesaid changes to the Refund Guarantor”) in Bank and the form Refund Bank disclaims all liabilities for effecting a payment as per Exhibit “A” annexed heretothe Masters in their possession. The Refund Guarantee Bank shall become effective upon the SELLER’s receipt be responsible for reconciliation of the 1st Instalment from Refund Account with the BUYERMasters provided by the Registrar and the Refund Bank shall provide a list of paid/ unpaid cases at regular intervals or as desired by the Registrar, the Lead Managers and/or the Company. If Any inconsistencies observed by the VESSEL has Refund Bank between the Refund Account and the Masters shall be discussed with the Registrar, the Company and the Lead Managers, prior to dispatch of refund. (g) The Registrar will be responsible for the dispatch of letters of Allotment / Allotment advice / refund intimation or other permissible means to communicate allotment and refund details in a timely manner. (h) The Refund Bank reserves the right to not been delivered and accepted dispatch the refund, if they are not mentioned in accordance the Masters provided by the Registrar, or in case of any mismatch in any of the fields when compared for validation with the Masters. (i) The Refund Bank shall comply with the terms of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”)Agreement, the SELLER is obliged to procure without delay Letter of Offer and latest thirty (30) days before all Applicable Laws, directives or instructions issued by the Expiry Date an extension of the Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”). If the VESSEL is not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before such Extended Expiry DateCompany, the SELLER is obliged Lead Managers and the Registrar to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER shall be entitled to at its option to cancel the CONTRACT. (c) HoweverIssue, in the event of any dispute between the SELLER and the BUYER connection with regard to the SELLER’s obligation to repay the instalment or instalments paid by the BUYER and to the BUYER’s right to demand payment from the its responsibilities as a Refund Guarantor under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII hereof, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award between the SELLER and the BUYER is published. The Refund Guarantor shall not be obligated to make any payment under the Refund Guarantee unless the Final Award orders the SELLER to make repayment. If the SELLER fails to honour the Final Award, then the Refund Guarantor shall refund to the extent the Final Award ordersBank. (d) Expenses and bank charges for receiving and/or cancelling the Refund Guarantee charged by the BUYER’s bank shall be for the BUYER’s account; and the expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank shall be for the SELLER’s account.

Refunds. After the Designated Date 3.2.4.1 In accordance with the procedure set out in the Offer Documents, the Registrar along with the Book Running Lead Managers shall at any time on or after Designated Date in the form provided in Annexure E hereto (a) All payments made by with a copy to the BUYER prior to delivery Company and each of the VESSEL Selling Shareholders) provide the Escrow Collection Bank with details of the Surplus Amount, if any, to be transferred to the Refund Account. Further, the Registrar (with a copy to the Book Running Lead Managers, each of the Selling Shareholders and the Company) shall also provide the Refund Bank with details of the Bidders to whom refunds have to be made from the Refund Account in the prescribed form (Annexure H) hereto. 3.2.4.2 The Parties acknowledge and agree that the entire process of dispatch of refunds through electronic clearance shall be completed within six Working Days from the Bid/ Offer Closing Date or such other period prescribed under the SEBI ICDR Regulations and other Applicable Law. However, in the nature case of advance to Minimum Subscription Failure or Stock Exchange Refusal, the SELLER, and entire process of dispatch of refunds of amounts through electronic clearance shall be completed within four days from the Bid/Offer Closing Date (in the event this CONTRACT is justifiably cancelled of a Minimum Subscription Failure) or rescinded by the BUYER, all in accordance with the specific terms of this CONTRACT permitting such cancellation or rescission, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already received by the SELLER from the BUYER under this CONTRACT, together with interest (at the rate set out in respective provision thereof) from the date of receipt by of intimation from Stock Exchanges rejecting the SELLER application for listing of the respective instalment(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYER. Equity Shares (b) The BUYER’s obligation for payment of the 1st, 2nd, 3rd and 4th instalments shall be subject to the SELLER providing the BUYER with the following Refund Guarantee securing the repayment obligation of the SELLER under this CONTRACT. As security to the BUYER, the SELLER shall deliver to the BUYER, within sixty (60) Banking Days following the execution of this CONTRACT, a refund guarantee (securing refund of the 1st, 2nd, 3rd and 4th Instalments of the Contract Price) (the “Refund Guarantee”) to be issued by a first class Chinese bank acceptable to the BUYER (hereinafter called the “Refund Guarantor”) in the form as per Exhibit “A” annexed hereto. The Refund Guarantee shall become effective upon the SELLER’s receipt of the 1st Instalment from the BUYER. If the VESSEL has not been delivered and accepted in accordance with the terms of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”), the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension of the Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”). If the VESSEL is not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before such Extended Expiry Date, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER shall be entitled to at its option to cancel the CONTRACT. (c) However, in the event of a Stock Exchange Refusal), or such other prescribed timeline in terms of the SEBI ICDR Regulations and other Applicable Law. 3.2.4.3 The Escrow Collection Bank agrees that it shall immediately and in any dispute between event no later than one Working Day of receipt of such intimation from the SELLER Registrar and the BUYER with regard Book Running Lead Managers transfer the Surplus Amount to the SELLER’s obligation to repay the instalment or instalments paid by the BUYER and Refund Account, with notice to the BUYER’s right to demand payment from Company and each of the Refund Guarantor under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII hereof, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award between the SELLER and the BUYER is publishedSelling Shareholders. The Refund Guarantor Bank shall not be obligated to make immediately and in any payment under event no later than one Working Day of the Refund Guarantee unless the Final Award orders the SELLER to make repayment. If the SELLER fails to honour the Final Awardreceipt of intimation as per Clause 3.2.4.1, then the Refund Guarantor shall issue refund instructions to the extent electronic clearing house, with notice to the Final Award ordersBook Running Lead Managers, the Company and each of the Selling Shareholders. The Company shall prepare and deliver to the Registrar the requisite stationery for printing of refund warrants (in the case of physical warrants), and the Registrar shall, subject to Clause 3.2.3.2 of this Agreement, within one Working Day of the date of approval of the Basis of Allotment by the Designated Stock Exchange, print the refund warrants for immediate dispatch to the respective beneficiaries. 3.2.4.4 The Company shall, within one (d1) Expenses Working Day of the receipt of the list of Bidders to whom refunds have to be made and bank charges the amounts to be refunded thereto, prepare and deliver the requisite stationery for receiving and/or cancelling printing of refund intimations to the Refund Guarantee charged Registrar’s office, who in turn shall immediately dispatch such intimations to the respective Bidders and in any event no later than the time period specified in this regard in the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus, the Preliminary Offering Memorandum and the Offering Memorandum, or such earlier time as may be required by the BUYER’s bank shall be for the BUYER’s account; and the expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank shall be for the SELLER’s accountBook Running Lead Managers.

Refunds. 3.2.4.1. In accordance with the procedure set out in the Offer Documents, the Registrar along with the Lead Managers shall at any time on or after Designated Date in the form provided in Schedule VI (awith a copy to the Company and Selling Shareholders) All payments provide the Escrow Collection Bank with details of the Surplus Amount, if any, to be transferred to the Refund Account. Further, the Registrar (with a copy to the Lead Managers, the Company and the Selling Shareholders) shall also provide the Refund Bank with details of the Anchor Investors to whom refunds have to be made and the amounts to be refunded thereto from the Refund Account in the prescribed form (Schedule X) hereto. The refunds pertaining to amounts in the Refund Accounts shall be made by the BUYER prior to delivery of the VESSEL shall be in the nature of advance Refund Bank to the SELLERrespective Anchor Investors in accordance with Applicable Law. For the purposes of such refunds, and in the event this CONTRACT is justifiably cancelled or rescinded by the BUYER, all Refund Bank will act in accordance with the specific terms instructions of this CONTRACT permitting the Lead Managers and the Registrar for issuances of such cancellation instruments, copies of which shall be marked to the Company and the Registrar. 3.2.4.2. Parties acknowledge and agree that the entire process of dispatch of refunds through electronic clearance shall be completed within six Working Days from the Bid/ Issue Closing Date or rescissionsuch other period prescribed under the SEBI ICDR Regulations and other Applicable Law. However, in the case of Minimum Subscription Failure or Stock Exchange Refusal, the SELLER entire process of dispatch of refunds of amounts through electronic clearance shall refund to the BUYER in United States Dollars the full amount of all sums already received by the SELLER from the BUYER under this CONTRACT, together with interest (at the rate set out in respective provision thereof) be completed within four days from the date of the Bid/Offer Closing Date (in the event of a Minimum Subscription Failure) or the date of receipt of intimation from Stock Exchanges rejecting the application for listing of the Equity Shares (in the event of a Stock Exchange Refusal), or such other prescribed timeline in terms of the SEBI ICDR Regulations and other Applicable Law. 3.2.4.3. The Escrow Collection Bank agrees that it shall immediately and in any event no later than one Working Day of receipt of such intimation from the Lead Managers transfer the Surplus Amount to the Refund Account, with notice to the Company and the Registrar. The Refund Bank shall immediately and in any event no later than one Working Day of the receipt of intimation as per Clause 3.2.4.2, issue refund instructions to the electronic clearing house, with notice to the Lead Managers and the Company. Such intimation from the Registrar, shall in any event, be no later than six Working Days from the Bid/ Offer Closing Date. 3.2.4.4. The Registrar shall prepare and deliver to the Company an estimate of the stationery that will be required for printing the refund intimations. The Company shall, within one (1) Working Day of the receipt of the list of Bidders to whom refunds have to be made and the amounts to be refunded thereto, prepare and deliver the requisite stationery for printing of refund intimations to the Registrar’s office, who in turn shall immediately dispatch such intimations to the respective Bidders and in any event no later than the time period specified in this regard in the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus, the Preliminary Offering Memorandum and the Offering Memorandum, or such earlier time as may be required by the SELLER Lead Managers. On receipt of the intimation of failure of the Offer from the Lead Managers and the Company, the Registrar shall, within one Working Day from the receipt of such intimation, provide the SCSBs written details of the Bid Amounts to be unblocked from the ASBA Accounts of the ASBA Bidders (with a copy to the Company and the Lead Managers). 3.2.4.5. The refunds pertaining to amounts in the Refund Account shall be made by the Refund Bank to the respective instalment(sBidders in manner set forth below: • NACH – National Automated Clearing House (“NACH”) which is a consolidated system of ECS. Payment of refund would be done through NACH for Bidders having an account at one of the centres specified by the RBI, where such facility has been made available. This would be subject to availability of complete bank account details including Magnetic Ink Character Recognition (MICR) code wherever applicable from the Depository. The payment of refund through NACH is mandatory for Bidders having a bank account at any of the centres where NACH facility has been made available by the RBI (subject to availability of all information for crediting the refund through NACH including the MICR code as appearing on a cheque leaf, from the depositories), except where applicant is otherwise disclosed as eligible to get refunds through NEFT or direct credit or RTGS. • NEFT—Payment of refund may be undertaken through NEFT wherever the branch of the Anchor Investors’ bank is NEFT enabled and has been assigned the Indian Financial System Code (“IFSC”), which can be linked to the MICR of that particular branch. The IFSC may be obtained from the website of RBI as at a date prior to the date of remittance by telegraphic transfer payment of such refund, duly mapped with MICR numbers. Wherever the Anchor Investors have registered their nine-digit MICR number and their bank account number while opening and operating the demat account, the same may be duly mapped with the IFSC of that particular bank branch and the payment of refund may be made to the Anchor Investors through this method. In the event NEFT is not operationally feasible, the payment of refunds may be made through any one of the other modes as discussed in this section; • RTGS—Anchor Investors having a bank account at any of the centers notified by SEBI where clearing houses are managed by the RBI, may have the option to receive refunds, if any, through RTGS. • Direct Credit—Anchor Investors having their bank account with the Refund Bank may be eligible to receive refunds, if any, through direct credit to such bank account. • For all other Bidders, including those who have not updated their bank particulars with the MICR code, refund warrants will be dispatched through speed or registered post (subject to postal rules) at the Bidder’s sole risk. Such refunds will be made by cheques, pay orders or demand drafts drawn on the Refund Bank and payable at par at places where Bids are received. Any bank charges for cashing such cheques, pay orders or demand drafts at other centers will be payable by the respective Bidders. 3.2.4.6. Online validation at the point of payment by the Refund Bank is subject to the Registrar providing complete master lists (“Masters”) to the Refund Bank, in the format specified by the BUYER. (b) Refund Bank. The BUYER’s obligation Registrar shall ensure that any change in the Masters is communicated to the Refund Bank immediately to ensure timely refund. The Registrar shall be liable for payment all consequences which may arise as a result of delay or error in such communication of the 1st, 2nd, 3rd and 4th instalments shall be subject aforesaid changes to the SELLER providing the BUYER with the following Refund Guarantee securing the repayment obligation of the SELLER under this CONTRACT. As security to the BUYER, the SELLER shall deliver to the BUYER, within sixty (60) Banking Days following the execution of this CONTRACT, a refund guarantee (securing refund of the 1st, 2nd, 3rd and 4th Instalments of the Contract Price) (the “Refund Guarantee”) to be issued by a first class Chinese bank acceptable to the BUYER (hereinafter called the “Refund Guarantor”) in the form as per Exhibit “A” annexed heretoBank. The Refund Guarantee Bank shall become effective upon the SELLER’s receipt of the 1st Instalment from the BUYER. If the VESSEL has not been delivered and accepted in accordance with the terms of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”), the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension responsible for reconciliation of the Refund Guarantee so that Account with the Masters provided by the Registrar and the Refund Guarantee is valid for Bank shall provide a list of paid/unpaid cases at least sixty (60) days after regular intervals or as desired by the Expiry Date (Registrar, Lead Managers and the “Extended Expiry Date”)Company. If Any inconsistencies observed by the VESSEL is not yet able to Refund Bank between the Refund Account and the Masters shall be delivered and accepted in accordance discussed with the terms Registrar and the Lead Managers, prior to dispatch of refund. 3.2.4.7. All refunds under this CONTRACT before Agreement shall be payable by the Refund Bank and until such Extended Expiry Daterefunds are paid as agreed herein, the SELLER is obliged to procure, without delay and latest thirty (30) days before monies lying in the Extended Expiry Date, another extension Refund Account shall be held for the benefit of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER shall be entitled to at its option to cancel the CONTRACTBeneficiaries without any right or lien thereon. (c) However, in the event of any dispute between the SELLER and the BUYER with regard to the SELLER’s obligation to repay the instalment or instalments paid by the BUYER and to the BUYER’s right to demand payment from the Refund Guarantor under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII hereof, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award between the SELLER and the BUYER is published3.2.4.8. The Refund Guarantor shall Bank reserves the right to not be obligated to make any payment under dispatch the Refund Guarantee unless refund, if they are not mentioned in the Final Award orders the SELLER to make repayment. If the SELLER fails to honour the Final Award, then the Refund Guarantor shall refund to the extent the Final Award orders. (d) Expenses and bank charges for receiving and/or cancelling the Refund Guarantee charged Masters provided by the BUYER’s bank shall be Registrar, or in case of any mismatch in any of the fields when compared for validation with the BUYER’s account; and the expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank shall be for the SELLER’s accountMasters.

Refunds. (a) All payments made by After the BUYER prior Closing Date, Buyer shall have the right to delivery elect in Buyer's sole discretion to conduct one (1) or more marketing campaigns or similar solicitations directed at some or all of the VESSEL "Inactive Associates" (as ------------------- defined below). Prior to conducting each such marketing campaign, Buyer shall consult with Seller in respect thereof, and give Seller a reasonable opportunity to review and comment upon the number of Inactive Associates to whom such marketing campaign shall be in addressed and the nature of advance to the SELLER, manner and in the event this CONTRACT is justifiably cancelled or rescinded by the BUYER, all in accordance with the specific terms of this CONTRACT permitting such cancellation or rescission, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already received by the SELLER from the BUYER under this CONTRACT, together with interest (at the rate set out in respective provision thereof) from the date of receipt by the SELLER of the respective instalment(s) to the date of remittance by telegraphic transfer context of such refund marketing campaign. After so consulting with Seller, if Buyer so elects to the account specified by the BUYERconduct one (1) or more such marketing campaigns, Seller shall continue to be directly liable for all refunds, penalties, claims and expenses paid to Inactive Associates except as provided in Subsection 1.10(b)(i) below. (b) The BUYER’s obligation for payment of With respect to any refunds due and owing, or claimed to be due and owing, to "Inactive Associates" as defined below, whether such refunds are ------------------- due and owing or are claimed to be due and owing before or after the 1stClosing Date, 2nd, 3rd and 4th instalments shall be subject to the SELLER providing the BUYER with the following Refund Guarantee securing the repayment obligation provisions of the SELLER under this CONTRACT. As security to the BUYERsubsection 3 below, the SELLER Seller shall deliver to the BUYER, within sixty (60) Banking Days remain liable for and shall pay all such refunds following the execution of this CONTRACT, a refund guarantee Closing Date except as provided in subparagraphs (securing refund of the 1st, 2nd, 3rd i) and 4th Instalments of the Contract Price(ii) (the “Refund Guarantee”) to be issued by a first class Chinese bank acceptable to the BUYER (hereinafter called the “Refund Guarantor”) in the form as per Exhibit “A” annexed hereto. The Refund Guarantee shall become effective upon the SELLER’s receipt of the 1st Instalment from the BUYER. If the VESSEL has not been delivered and accepted in accordance with the terms of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”), the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension of the Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”). If the VESSEL is not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before such Extended Expiry Date, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER shall be entitled to at its option to cancel the CONTRACTbelow. (ci) However, in the event of any dispute between the SELLER and the BUYER with regard if Buyer elects to conduct a marketing campaign or similar solicitation directly to the SELLER’s obligation Inactive Associates as provided in subsection (a) above, then Buyer will be responsible for all refunds payable to repay such Inactive Associates who request refunds within a ninety (90) day period following the instalment or instalments paid commencement of such marketing campaign by the BUYER and Buyer. (ii) if Buyer elects to make any Material Changes (as defined below) to the BUYER’s right to demand payment from the Refund Guarantor under its guarantee, "Choicemall Website" (which shall mean Seller's Website with a URL ------------------ of "▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇") as currently configured and such dispute is submitted either Material Changes have not been approved by the SELLER or by the BUYER for arbitration Seller in accordance with Article XIII hereofadvance, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award between the SELLER and the BUYER is published. The Refund Guarantor which approval shall not be obligated to make any payment under the Refund Guarantee unless the Final Award orders the SELLER to make repayment. If the SELLER fails to honour the Final Awardunreasonably withheld, then the Refund Guarantor shall refund to the extent the Final Award orders. (d) Expenses and bank charges for receiving and/or cancelling the Refund Guarantee charged by the BUYER’s bank Buyer shall be responsible for all refunds payable to such Inactive Associates who have requested refunds arising after the BUYER’s account; and the expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank shall be for the SELLER’s account.Closing Date

Refunds. (a) All payments made by Any Tax refunds, overpayments of Tax or other similar amounts that relate to Pre-Closing Tax Periods or the BUYER prior to delivery pre-Closing portion of the VESSEL any Straddle Period shall be in for the nature account of advance to the SELLERSeller, and in Buyer shall cause the event this CONTRACT is justifiably cancelled or rescinded by the BUYER, all in accordance with the specific terms of this CONTRACT permitting such cancellation or rescission, the SELLER shall refund Company to the BUYER in United States Dollars the full amount of all sums already received by the SELLER from the BUYER under this CONTRACT, together with interest (at the rate set out in respective provision thereof) from the date of receipt by the SELLER of the respective instalment(s) pay over to the date of remittance by telegraphic transfer of Seller any such refund to the account specified by the BUYER. (b) The BUYER’s obligation for payment of the 1st, 2nd, 3rd and 4th instalments shall be subject to the SELLER providing the BUYER with the following Refund Guarantee securing the repayment obligation of the SELLER under this CONTRACT. As security to the BUYER, the SELLER shall deliver to the BUYER, within sixty (60) Banking Days following the execution of this CONTRACT, a refund guarantee (securing refund of the 1st, 2nd, 3rd and 4th Instalments of the Contract Price) (the “Refund Guarantee”) to be issued by a first class Chinese bank acceptable to the BUYER (hereinafter called the “Refund Guarantor”) in the form as per Exhibit “A” annexed hereto. The Refund Guarantee shall become effective upon the SELLER’s receipt of the 1st Instalment from the BUYER. If the VESSEL has not been delivered and accepted in accordance with the terms of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (435) 10 days after the Delivery Date receipt or application of such refund; provided, however, that, notwithstanding anything to the contrary in Article VII.1 of this CONTRACT (the “Expiry Date”)Agreement, if, at the time any such refund is received or applied, the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension balance of the Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60Indemnity Escrow Fund has been exhausted or released to Seller pursuant to Section 8.9(c) days after the Expiry Date (the “Extended Expiry Date”). If the VESSEL is not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before such Extended Expiry Date, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER then Buyer shall be entitled to retain such refunds. Buyer shall use commercially reasonable efforts to cooperate with Seller at Seller’s expense in obtaining such refunds, including through the filing of amended Tax Returns or refund claims, it being understood that (i) Buyer shall not, and shall cause the Company and each of its option Subsidiaries to cancel not, waive any carryback of net operating loss or other Tax attribute of the CONTRACT. Company or any of its Subsidiaries generated or otherwise attributable to a taxable period ending on or before or including the Closing Date if such waiver would reduce the amount due to Seller pursuant to this Section 6.4(i), (cii) HoweverBuyer, the Company and its Subsidiaries will carryback any net operating losses for taxable periods ending on or before or including the Closing Date to prior taxable periods as allowable by applicable Tax Law and shall claim Tax refunds as a result of such carryback (including through the filing of amended Tax Returns), (iii) any such Tax refunds will be claimed in the event of any dispute between the SELLER and the BUYER with regard cash rather than as a credit against future Tax liabilities to the SELLER’s obligation to repay extent allowed under applicable Tax Laws, (iv) Buyer, the instalment Company and its Subsidiaries shall cooperate with Seller in preparing and filing Tax Returns (including amendments of prior Tax Returns and claims for refunds, including claims for refunds on IRS Forms 1139 and/or 4466) for any taxable period ending on or instalments paid by the BUYER and prior to the BUYER’s right Closing Date, (v) a Tax refund with respect to demand payment from the Refund Guarantor under its guarantee, portion of a Straddle Period ending on and such dispute is submitted either by including the SELLER or by the BUYER for arbitration Closing Date shall be determined in accordance with Article XIII hereof, the Refund Guarantor shall withhold this Section 6.4(i) and defer payment under the Refund Guarantee until the Final Award between the SELLER and the BUYER is published. The Refund Guarantor shall not be obligated to make any payment under the Refund Guarantee unless the Final Award orders the SELLER to make repayment. If the SELLER fails to honour the Final Award, then the Refund Guarantor shall refund (vi) to the extent such Tax refunds are reduced because of the Final Award orders. (d) Expenses and bank charges for receiving and/or cancelling inability to close the Refund Guarantee charged by tax year of the BUYER’s bank Company or any of its Subsidiaries on the Closing Date, then Buyer shall be pay over to Seller the amount of such reduction within ten days of the application of such reduction to the amount of Taxes paid for the BUYER’s account; and the expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank shall be for the SELLER’s accountapplicable Straddle Period.

Refunds. (a) All payments made by the BUYER prior to delivery of the VESSEL shall be in the nature of advance to the SELLER, and in the event this CONTRACT is justifiably cancelled or rescinded by the BUYER, all in In accordance with the specific terms of this CONTRACT permitting such cancellation or rescission, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already received by the SELLER from the BUYER under this CONTRACT, together with interest (at the rate procedure set out in respective provision thereofthe Offer Documents, the Registrar to the Offer along with the Lead Managers shall at any time on or after Designated Date in the form provided in Annexure F (with a copy to the Company and Selling Shareholders) provide the Escrow Collection Bank with details of the Surplus Amount, if any, to be transferred to the Refund Account. Further, the Registrar to the Offer (with a copy to the Lead Managers, the Company and the Selling Shareholder) shall also provide the Refund Bank with details of the Bidders to whom refunds have to be made and the amounts to be refunded thereto from the date of receipt by Refund Account in the SELLER of the respective instalment(sprescribed form (Annexure E) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYERhereto. (b) The BUYER’s obligation Parties acknowledge and agree that the entire process of dispatch of refunds through electronic clearance shall be completed within the period prescribed under the SEBI ICDR Regulations and other Applicable Law. However, in the case of Minimum Subscription Failure or Stock Exchange Refusal, the entire process of dispatch of refunds of amounts through electronic clearance shall be completed within 4 (four) days from the Bid/ Offer Closing Date (in the event of a Minimum Subscription Failure) or the date of receipt of intimation from Stock Exchanges rejecting the application for payment listing of the 1stEquity Shares (in the event of a Stock Exchange Refusal), 2nd, 3rd and 4th instalments shall be subject to the SELLER providing the BUYER with the following Refund Guarantee securing the repayment obligation or such other prescribed timeline in terms of the SELLER under this CONTRACT. As security to the BUYER, the SELLER shall deliver to the BUYER, within sixty (60) Banking Days following the execution of this CONTRACT, a refund guarantee (securing refund of the 1st, 2nd, 3rd SEBI ICDR Regulations and 4th Instalments of the Contract Price) (the “Refund Guarantee”) to be issued by a first class Chinese bank acceptable to the BUYER (hereinafter called the “Refund Guarantor”) in the form as per Exhibit “A” annexed hereto. The Refund Guarantee shall become effective upon the SELLER’s receipt of the 1st Instalment from the BUYER. If the VESSEL has not been delivered and accepted in accordance with the terms of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”), the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension of the Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”). If the VESSEL is not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before such Extended Expiry Date, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER shall be entitled to at its option to cancel the CONTRACTother Applicable Law. (c) HoweverThe Escrow Collection Bank agrees that it shall immediately and in any event no later than 1 (one) Working Day of receipt of such intimation from the Lead Managers transfer the Surplus Amount to the Refund Account, in with notice to the event of any dispute between Company, the SELLER Selling Shareholders and the BUYER with regard Registrar to the SELLER’s obligation to repay the instalment or instalments paid by the BUYER and to the BUYER’s right to demand payment from the Refund Guarantor under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII hereof, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award between the SELLER and the BUYER is publishedOffer. The Refund Guarantor Bank shall not be obligated to make immediately and in any payment under event no later than 1 (one) Working Day of the Refund Guarantee unless the Final Award orders the SELLER to make repayment. If the SELLER fails to honour the Final Awardreceipt of intimation as per Section (a), then the Refund Guarantor shall issue refund instructions to the extent electronic clearing house, with notice to the Final Award ordersLead Managers, the Selling Shareholder and the Company. Such intimation from the Registrar, shall in any event, be no later than 6 (six) Working Days from the Bid/Offer Closing Date. (d) Expenses The Company shall, within 1 (one) Working Day of the receipt of the list of Bidders to whom refunds have to be made and the amounts to be refunded thereto, prepare and deliver the requisite stationery for printing of refund intimations to the Registrar’s office, who in turn shall immediately dispatch such intimations to the respective Bidders and in any event no later than the time period specified in this regard in the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus, the Preliminary Offering Memorandum and the Offering Memorandum, or such earlier time as may be required by the Lead Managers. (e) The refunds pertaining to amounts in the Refund Account shall be made by the Refund Bank to the respective Bidders in manner set forth below and Applicable Law: • NACH – National Automated Clearing House (“NACH”) which is a consolidated system of ECS. Payment of refund would be done through NACH for Bidders having an account at one of the centres specified by the RBI, where such facility has been made available. This would be subject to availability of complete bank account details including Magnetic Ink Character Recognition (MICR) code wherever applicable from the Depository. The payment of refund through NACH is mandatory for Bidders having a bank account at any of the centres where NACH facility has been made available by the RBI (subject to availability of all information for crediting the refund through NACH including the MICR code as appearing on a cheque leaf, from the depositories), except where applicant is otherwise disclosed as eligible to get refunds through NEFT or direct credit or RTGS. • NEFT – Payment of refund may be undertaken through NEFT wherever the branch of the Anchor Investors’ bank is NEFT enabled and has been assigned the Indian Financial System Code (“IFSC”), which can be linked to the MICR of that particular branch. The IFSC may be obtained from the website of RBI as at a date prior to the date of payment of refund, duly mapped with MICR numbers. Wherever the Anchor Investors have registered their nine-digit MICR number and their bank account number while opening and operating the demat account, the same may be duly mapped with the IFSC of that particular bank branch and the payment of refund may be made to the Anchor Investors through this method. In the event NEFT is not operationally feasible, the payment of refunds may be made through any one of the other modes as discussed in this section; • RTGS – Anchor Investors having a bank account at any of the centers notified by SEBI where clearing houses are managed by the RBI, may have the option to receive refunds, if any, through RTGS. • Direct Credit – Anchor Investors having their bank account with the Refund Bank may be eligible to receive refunds, if any, through direct credit to such bank account. • For all other Bidders, including those who have not updated their bank particulars with the MICR code, refund warrants will be dispatched through speed or registered post (subject to postal rules) at the Bidder’s sole risk. Such refunds will be made by cheques, pay orders or demand drafts drawn on the Refund Bank and payable at par at places where Bids are received. Any bank charges for receiving and/or cancelling cashing such cheques, pay orders or demand drafts at other centers will be payable by the respective Bidders. (f) Online validation at the point of payment by the Refund Guarantee charged Bank is subject to the Registrar providing complete master lists (“Masters”) to the Refund Bank, in the format specified by the BUYER’s bank Refund Bank. The Registrar shall ensure that any change in the Masters is communicated to the Refund Bank immediately to ensure timely refund. The Registrar shall be liable for all consequences which may arise as a result of delay or error in such communication of the aforesaid changes to the Refund Bank. The Refund Bank shall be responsible for reconciliation of the Refund Account with the Masters provided by the Registrar and the Refund Bank shall provide a list of paid/unpaid cases at regular intervals or as desired by the Registrar, Lead Managers, the Selling Shareholders and the Company. Any inconsistencies observed by the Refund Bank between the Refund Account and the Masters shall be discussed with the Registrar and the Lead Managers, prior to dispatch of refund. (g) All refunds under this Agreement shall be payable by the Refund Bank and until such refunds are paid as agreed herein, the monies lying in the Refund Account shall be held for the BUYER’s account; and benefit of the expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank shall be for the SELLER’s accountinvestors without any right or lien thereon.

Refunds. (a) All payments made by the BUYER prior to delivery Parent may, at its option, cause any of the VESSEL Company or its Subsidiaries to elect, where permitted by applicable Law, to carry forward or carry back any Tax attribute carryover that would, absent such election, be carried back to a Pre-Closing Period or Straddle Period. Parent shall promptly notify Seller of and pay (or cause to be in paid) to Seller (i) any refund of Taxes paid by any of the nature of advance to the SELLER, and in the event this CONTRACT is justifiably cancelled Company or rescinded by the BUYER, all in accordance with the specific terms of this CONTRACT permitting such cancellation or rescission, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already its Subsidiaries for any Pre-Closing Period actually received by the SELLER from Company or any of its Subsidiaries, (ii) a portion of any refund of Taxes paid by any of the BUYER under this CONTRACT, together Company or its Subsidiaries for any Straddle Period (such portion to be allocated consistent with interest (at the rate principles set out forth in respective provision thereofSection 9.10(f) from the date of receipt hereof) actually received by the SELLER Company or any of its Subsidiaries, in each case, net of any Tax liabilities or increase in Tax liabilities imposed on Parent, Buyer, the Company or the Company’s Subsidiaries (or any of their respective instalment(sAffiliates) resulting from such refund; provided, however, that Seller shall not be entitled to any refund (x) to the date of remittance by telegraphic transfer of extent such refund relates to a carryback of a Tax attribute from any period ending after the Closing Date and (y) any refund that was taken into account for the purposes of calculating the Net Working Capital. Buyer or Parent, as applicable, shall pay (or cause to be paid) the amounts described in the second sentence of this Section 9.10(h) within ten (10) Business Days after the actual receipt of the Tax refund giving rise to Buyer’s or Parent’s obligation, as applicable, to make payment hereunder with respect thereto. At Seller’s request, Buyer and Parent, as applicable, shall reasonably cooperate with Seller in obtaining any such refunds for which Seller is entitled pursuant to this Section 9.10(h), including through the filing of amended Tax Returns or refund claims as prepared by Seller, at Seller’s expense; provided, however, that any such amended Tax Return shall be prepared by Seller, Seller shall deliver or cause to be delivered drafts of any such amended Tax Return to Parent for its review prior to the account specified by the BUYER. (b) The BUYER’s obligation for payment of the 1st, 2nd, 3rd time such amended Tax Return may be filed and 4th instalments any such amended Tax Return shall be subject to the SELLER providing the BUYER with the following Refund Guarantee securing the repayment obligation consent of the SELLER under this CONTRACT. As security to the BUYERParent, the SELLER shall deliver to the BUYER, within sixty (60) Banking Days following the execution of this CONTRACT, a refund guarantee (securing refund of the 1st, 2nd, 3rd and 4th Instalments of the Contract Price) (the “Refund Guarantee”) to be issued by a first class Chinese bank acceptable to the BUYER (hereinafter called the “Refund Guarantor”) in the form as per Exhibit “A” annexed hereto. The Refund Guarantee shall become effective upon the SELLER’s receipt of the 1st Instalment from the BUYER. If the VESSEL has not been delivered and accepted in accordance with the terms of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”), the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension of the Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”). If the VESSEL is not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before such Extended Expiry Date, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER shall be entitled to at its option to cancel the CONTRACT. (c) However, in the event of any dispute between the SELLER and the BUYER with regard to the SELLER’s obligation to repay the instalment or instalments paid by the BUYER and to the BUYER’s right to demand payment from the Refund Guarantor under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII hereof, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award between the SELLER and the BUYER is published. The Refund Guarantor which consent shall not be obligated unreasonably withheld, conditioned or delayed; and provided, further, that Parent and/or Buyer shall not be required to make cooperate with Seller in obtaining such refunds (or, notwithstanding anything to the contrary contained herein, consent to the filing of such amended Tax Return) if such refund could reasonably be expected to adversely affect Parent, Buyer, the Company or the Company’s Subsidiaries (or any payment of their respective Affiliates) in any Straddle Period (relating to the portion of such Straddle Period beginning after the Closing Date) or Post-Closing Period. To the extent that Buyer or Parent, as applicable, has paid a Tax refund to Seller and all or a portion of such Tax refund has subsequently been determined to be due and owed to a Governmental Body under the Refund Guarantee unless the Final Award orders the SELLER procedures of Section 9.10(g) or otherwise, Seller shall return to make repayment. If the SELLER fails Buyer such amounts of such refund which have been determined to honour the Final Award, then the Refund Guarantor shall refund be due and owed to the extent the Final Award orderssuch Governmental Body. (d) Expenses and bank charges for receiving and/or cancelling the Refund Guarantee charged by the BUYER’s bank shall be for the BUYER’s account; and the expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank shall be for the SELLER’s account.

Refunds. After the Designated Date 3.2.4.1 In accordance with the procedure set out in the Offer Documents, the Registrar along with the Book Running Lead Managers shall at any time on or after Designated Date in the form provided in Annexure D hereto (awith a copy to the Company and the Promoter Selling Shareholder) All payments made by provide the BUYER prior to delivery Escrow Collection Bank with details of the VESSEL Surplus Amount, if any, to be transferred to the Refund Account. Further, the Registrar (with a copy to the Book Running Lead Managers, the Promoter Selling Shareholder and the Company) shall also provide the Refund Bank with details of the Bidders to whom refunds have to be made from the Refund Account in the prescribed form (Annexure G) hereto. 3.2.4.2 The Parties acknowledge and agree that the entire process of dispatch of refunds through electronic clearance shall be completed within the timeline prescribed in the nature Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus, the Preliminary Offering Memorandum and the Offering Memorandum or such other period prescribed under the SEBI ICDR Regulations and other Applicable Law. However, in the case of advance to Minimum Subscription Failure or Stock Exchange Refusal, the SELLER, and entire process of dispatch of refunds of amounts through electronic clearance shall be completed within two (2) Working Days from the Bid/Offer Closing Date (in the event this CONTRACT is justifiably cancelled of a Minimum Subscription Failure) or rescinded by the BUYER, all in accordance with the specific terms of this CONTRACT permitting such cancellation or rescission, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already received by the SELLER from the BUYER under this CONTRACT, together with interest (at the rate set out in respective provision thereof) from the date of receipt by of intimation from Stock Exchanges rejecting the SELLER application for listing of the respective instalment(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYER. Equity Shares (b) The BUYER’s obligation for payment of the 1st, 2nd, 3rd and 4th instalments shall be subject to the SELLER providing the BUYER with the following Refund Guarantee securing the repayment obligation of the SELLER under this CONTRACT. As security to the BUYER, the SELLER shall deliver to the BUYER, within sixty (60) Banking Days following the execution of this CONTRACT, a refund guarantee (securing refund of the 1st, 2nd, 3rd and 4th Instalments of the Contract Price) (the “Refund Guarantee”) to be issued by a first class Chinese bank acceptable to the BUYER (hereinafter called the “Refund Guarantor”) in the form as per Exhibit “A” annexed hereto. The Refund Guarantee shall become effective upon the SELLER’s receipt of the 1st Instalment from the BUYER. If the VESSEL has not been delivered and accepted in accordance with the terms of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”), the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension of the Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”). If the VESSEL is not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before such Extended Expiry Date, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER shall be entitled to at its option to cancel the CONTRACT. (c) However, in the event of a Stock Exchange Refusal), or such other prescribed timeline in terms of the SEBI ICDR Regulations and other Applicable Law. 3.2.4.3 The Escrow Collection Bank agrees that it shall immediately and, in any dispute between event, no later than one Working Day of receipt of such intimation from the SELLER Registrar and the BUYER with regard Book Running Lead Managers transfer the Surplus Amount to the SELLER’s obligation to repay the instalment or instalments paid by the BUYER and Refund Account, with notice to the BUYER’s right to demand payment from the Refund Guarantor under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII hereof, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award between the SELLER Company and the BUYER is publishedPromoter Selling Shareholder. The Refund Guarantor Bank shall not be obligated to make any payment under immediately and on the Refund Guarantee unless same Working Day of the Final Award orders the SELLER to make repayment. If the SELLER fails to honour the Final Awardreceipt of intimation as per Clause 3.2.4.1, then the Refund Guarantor shall issue refund instructions to the extent electronic clearing house, with notice to the Final Award ordersBook Running Lead Managers, the Company and the Promoter Selling Shareholder. The Company shall prepare and deliver to the Registrar the requisite stationery for printing of refund warrants (in the case of physical warrants), and the Registrar shall, subject to Clause 3.2.3.2 of this Agreement, within one Working Day of the Bid / Offer Closing Date. 3.2.4.4 The Company shall, within one (d1) Expenses Working Day of the receipt of the list of Bidders to whom refunds have to be made and bank charges the amounts to be refunded thereto, prepare and deliver the requisite stationery for receiving and/or cancelling printing of refund intimations to the Refund Guarantee charged Registrar’s office, who in turn shall immediately dispatch such intimations to the respective Bidders and in any event no later than the time period specified in this regard in the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus, the Preliminary Offering Memorandum and the Offering Memorandum, or such earlier time as may be required by the BUYER’s bank shall be for the BUYER’s account; and the expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank shall be for the SELLER’s accountBook Running Lead Managers.

Refunds. (a) All payments made by the BUYER prior to delivery of the VESSEL shall be in the nature of advance payments to the SELLER, and in the event this CONTRACT Contract is justifiably rescinded or cancelled or rescinded by the BUYER, all in accordance with the specific terms of this CONTRACT Contract permitting such cancellation rescission or rescissioncancellation, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already received paid by the BUYER to the SELLER from the BUYER under this CONTRACTContract, together with interest (at the rate set out in respective provision thereofthe relevant Articles hereof) from the date of receipt by the SELLER of the respective instalment(spayment date(s) to the date of remittance by telegraphic transfer of such refund refund, together with interest as applicable, to the account specified by the BUYER. (b) The BUYER’s obligation for payment of the 1st, 2nd, 3rd and 4th instalments shall be subject to the SELLER providing the BUYER with the following Refund Guarantee securing the repayment obligation of the SELLER under this CONTRACT. As security to the BUYER, the SELLER shall deliver to the BUYER, within sixty (60) Banking Days following the execution of this CONTRACTon or before , a refund guarantee (securing refund of the 1st, 2nd, 3rd and 4th Instalments of the Contract Price) (the “Refund Guarantee”) to be issued by a first class Chinese bank the SELLER’s Bank acceptable to the BUYER (hereinafter called in exactly the “Refund Guarantor”) in the same form as per Exhibit “A” annexed hereto. The Refund Guarantee shall become effective upon the SELLER’s receipt of the 1st Instalment from the BUYER. If the VESSEL has not been delivered and accepted in accordance with the terms of this CONTRACT before the specific expiry date as stipulated set out in Exhibit “A” annexed hereto to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”), the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension of the Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”)hereto. If the VESSEL is not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before such Extended Expiry Date, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER shall be entitled to at its option to cancel the CONTRACT. (c) However, in the event of any dispute between the SELLER and the BUYER with regard to the SELLER’s ’S obligation to repay refund the instalment or instalments paid by the BUYER and to the BUYER’s ’S right to demand payment from the SELLER’S bank, under the Refund Guarantor under its guaranteeGuarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII hereof, the Refund Guarantor SELLER’S bank shall withhold and defer payment under the Refund Guarantee until the Final Award between the SELLER and the BUYER arbitration award is published. The Refund Guarantor SELLER’S bank shall not be obligated to make any payment under the Refund Guarantee unless the Final Award arbitration award orders the SELLER to make repaymentrefundment. If the SELLER fails to honour the Final Awardaward, then the Refund Guarantor SELLER’S bank shall refund pay to the BUYER to the extent the Final Award ordersarbitration award orders without delay according to normal international bank practice. Date: 9/58 Shipbuilding Contract Hull No. (d) Expenses and bank charges for receiving and/or cancelling the Refund Guarantee charged by the BUYER’s bank shall be for the BUYER’s account; and the expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank shall be for the SELLER’s account.

Refunds. Any refunds or credits of Taxes (aincluding any interest thereon) All payments made received by any of the BUYER Companies, or by Kennecott with respect to any of the Companies, or credited to any of the Companies attributable to periods ending on or prior to delivery the Closing Date or to portions of Straddle Periods ending as of the VESSEL shall be in the nature of advance to the SELLER, and in the event this CONTRACT is justifiably cancelled or rescinded by the BUYER, all in accordance with the specific terms of this CONTRACT permitting such cancellation or rescission, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already received by the SELLER from the BUYER under this CONTRACT, together with interest Closing Date (at the rate set out in respective provision thereof) from the date of receipt by the SELLER as determined on a closing of the respective instalment(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYER. (b) The BUYER’s obligation for payment of the 1st, 2nd, 3rd and 4th instalments shall be subject to the SELLER providing the BUYER with the following Refund Guarantee securing the repayment obligation of the SELLER under this CONTRACT. As security to the BUYER, the SELLER shall deliver to the BUYER, within sixty (60) Banking Days following the execution of this CONTRACT, a refund guarantee (securing refund of the 1st, 2nd, 3rd and 4th Instalments of the Contract Pricebooks method) (the “Refund Guarantee”) to be issued by a first class Chinese bank acceptable to the BUYER (hereinafter called the “Refund Guarantor”) in the form as per Exhibit “A” annexed hereto. The Refund Guarantee shall become effective upon the SELLERKennecott’s receipt of the 1st Instalment from the BUYER. If the VESSEL has not been delivered and accepted in accordance with the terms of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry DateRefunds”), the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension of the Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”). If the VESSEL is not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before such Extended Expiry Date, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER shall be entitled to at its option to cancel the CONTRACT. (c) However, in the event of any dispute between the SELLER and the BUYER with regard to the SELLER’s obligation to repay the instalment or instalments paid by the BUYER and to the BUYER’s right to demand payment from the Refund Guarantor under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII hereof, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award between the SELLER and the BUYER is published. The Refund Guarantor shall not be obligated to make any payment under the Refund Guarantee unless the Final Award orders the SELLER to make repayment. If the SELLER fails to honour the Final Award, then the Refund Guarantor shall refund to the extent the Final Award orders. (d) Expenses and bank charges for receiving and/or cancelling the Refund Guarantee charged by the BUYER’s bank shall be for the BUYERbenefit of Kennecott, and Kennecott shall have the sole right, at its expense, to pursue any Kennecott’s account; Refunds (including filing amended returns and applying for competent authority or analogous relief) and Buyer shall cause the expenses and bank charges for issuing and/or cancelling Companies to pay over to Kennecott any Kennecott’s Refunds immediately upon receipt thereof. In the case of a Kennecott’s Refund Guarantee charged that is a credit to any of the Companies, Buyer shall cause such Kennecott entity to pay such Kennecott’s Refund to Kennecott immediately upon receipt of the benefit of such credit through a reduction in any Tax payment required to be made by any of the Companies after the Closing. In addition, if the Taxes with respect to the pre-Closing portion of a Straddle Period of any of the Companies are less than the payments previously made (or deemed made) by the SELLERCompanies with respect to the pre-Closing portion of such Straddle Period and to the extent such difference has not previously been taken into account in determining the Post Closing Adjustments under Section 2(f), Buyer shall cause the Companies to pay to Kennecott the excess of such previous payments over such Taxes immediately upon the Companies’ receiving the benefit of such excess payments through a reduction in any Tax payment required to be made by the Companies after the Closing. Notwithstanding anything to the contrary herein, Kennecott shall not file an amended return in respect of a Tax Return other than an Income Tax Return in a manner which is inconsistent with Kennecott’s bank shall past practices unless, either (i) such amended return is not disadvantageous to Buyer, or (ii) Kennecott obtains Buyer’s consent, not to be for the SELLER’s accountunreasonably withheld.

Refunds. Any Tax refunds or credits that are received by Buyer and its Affiliates (aincluding for this purpose the Transferred Subsidiaries) All payments made by of or against Taxes of Seller or its Affiliates, including the BUYER prior Transferred Subsidiaries, that relate to delivery of the VESSEL any Pre-Closing Period or portion thereof shall be in for the nature account of advance to the SELLERSeller, and in the event this CONTRACT is justifiably cancelled Buyer shall pay over, or rescinded by the BUYER, all in accordance with the specific terms of this CONTRACT permitting such cancellation or rescissioncause its Affiliates to pay over, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already received by any such refund or credit to Seller within five Business Days after the SELLER from receipt thereof or the BUYER under this CONTRACT, together with interest (at the rate set out in respective provision thereof) from the date of receipt by the SELLER of the respective instalment(s) to the date of remittance by telegraphic transfer application of such refund or credit against amounts otherwise payable by Buyer and its Affiliates (including for this purpose the Transferred Subsidiaries), except to the extent such refund or credit was previously taken into account specified by in (i) reducing the BUYER. amount of Indemnified Taxes that otherwise would have arisen without taking into account such refund or credit, (bii) The BUYERreducing the amount of Accrued Income Taxes taken into account as Indebtedness in calculating the Purchase Price as finally determined pursuant to Section 2.7 or (iii) reducing the amount of Liabilities (A) that otherwise would have arisen without taking into account such refund or credit and (B) which reduction in the amount of Liabilities increased the Purchase Price as finally determined pursuant to Section 2.7, in each case, without double counting. Buyer shall, if Seller so requests, file for and obtain or cause its Affiliates, including any Transferred Subsidiary, to file for and obtain, in each case at Seller’s obligation for payment expense, any refunds or credits to which Seller is entitled under this Section 5.6(e), and shall remit to Seller the amount of such refund or credit to which Seller is entitled pursuant to this Section 5.6(e) and net of any Taxes that are imposed on Buyer on the receipt of such refund. If any amounts are paid to the Seller hereunder and the corresponding refund or credit is subsequently denied, reclaimed or must be repaid, the Seller shall repay any such amount to the Buyer within ten days of written demand of Buyer. Without duplication of any of the 1stforegoing, 2nd, 3rd and 4th instalments shall if the amount of Accrued Income Taxes taken into account as Indebtedness in calculating the Purchase Price as finally determined pursuant to Section 2.7 is later determined to not be subject to the SELLER providing the BUYER with the following Refund Guarantee securing the repayment obligation of the SELLER under this CONTRACT. As security to the BUYER, the SELLER shall deliver to the BUYER, within sixty payable (60) Banking Days following the execution of this CONTRACT, a refund guarantee (securing refund of the 1st, 2nd, 3rd and 4th Instalments of the Contract Price) (the “Refund Guarantee”) to be issued by a first class Chinese bank acceptable to the BUYER (hereinafter called the “Refund Guarantor”) in the form as per Exhibit “A” annexed hereto. The Refund Guarantee shall become effective upon the SELLER’s receipt of the 1st Instalment from the BUYER. If the VESSEL has not been delivered and accepted in accordance with the terms of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry DateTax Overprovision”), the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension amount of the Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”). If the VESSEL is not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before such Extended Expiry Date, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER shall be entitled to at its option to cancel the CONTRACT. (c) However, in the event of any dispute between the SELLER and the BUYER with regard to the SELLER’s obligation to repay the instalment or instalments paid by the BUYER and to the BUYER’s right to demand payment from the Refund Guarantor under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII hereof, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award between the SELLER and the BUYER is published. The Refund Guarantor shall not be obligated to make any payment under the Refund Guarantee unless the Final Award orders the SELLER to make repayment. If the SELLER fails to honour the Final Award, then the Refund Guarantor shall refund to the extent the Final Award orders. (d) Expenses and bank charges for receiving and/or cancelling the Refund Guarantee charged by the BUYER’s bank Tax Overprovision shall be for the BUYER’s account; account of Seller and the expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank shall be treated as being received by Buyer upon (i) expiration of the statute of limitations or the period of assessment or collection of any such Tax Overprovision, (ii) receipt of an IRS “no-change” letter (or any similar determination, opinion, notification or letter under state, local or foreign law) with respect to any such Tax Overprovision, or (iii) final determination within the meaning of Section 1313 of the Code (or any similar provision of state, local or foreign law) of the amount of income Tax payable in respect of the year for which such Tax Overprovision arose. Buyer shall pay over to Seller the SELLER’s accountamount of any such Tax Overprovision pursuant to this Section 5.6(e).

Refunds. 3.2.4.1. The entire process of refunds shall be completed within the time period prescribed under Applicable Law. Such Beneficiaries (aincluding the Underwriter, if applicable) All payments will be sent a letter by the Registrar to the Issue through ordinary post informing them about the mode of credit of refund, within the time period prescribed under Applicable Law. 3.2.4.2. The refunds pertaining to amounts in the Refund Account in terms of this Agreement, shall be made by the BUYER prior Refund Bank to delivery the Bidders, as applicable, in manner set forth below: (i) NACH - Payment of refund would be done through NACH for Bidders having an account at one of the VESSEL shall centers specified by the RBI, where such facility has been made available. This would be in subject to availability of complete bank account details including MICR code wherever applicable from the nature Depository. The payment of advance refund through NACH is mandatory for Bidders having a bank account at any of the centers where NACH facility has been made available by the RBI (subject to availability of all information for crediting the refund through NACH including the MICR code as appearing on a cheque leaf, from the depositories), except where applicant is otherwise disclosed as eligible to get refunds through NEFT or direct credit or RTGS. (ii) NEFT - Payment of refund may be undertaken through NEFT wherever the branch of the Anchor Investors’ bank is NEFT enabled and has been assigned the IFSC, which can be linked to the SELLER, and in the event this CONTRACT is justifiably cancelled or rescinded by the BUYER, all in accordance with the specific terms MICR of this CONTRACT permitting such cancellation or rescission, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already received by the SELLER that particular branch. The IFSC may be obtained from the BUYER under this CONTRACT, together with interest (website of RBI as at the rate set out in respective provision thereof) from the a date of receipt by the SELLER of the respective instalment(s) prior to the date of remittance by telegraphic transfer payment of such refund, duly mapped with MICR numbers. Wherever the Anchor Investors have registered their nine-digit MICR number and their bank account number while opening and operating the demat account, the same may be duly mapped with the IFSC of that particular bank branch and the payment of refund may be made to the Anchor Investors through this method. In the event NEFT is not operationally feasible, the payment of refunds may be made through any one of the other modes as discussed in this clause; (iii) RTGS - Anchor Investors having a bank account at any of the centers notified by SEBI where clearing houses are managed by the RBI, may have the option to receive refunds, if any, through RTGS; (iv) Direct Credit - Anchor Investors having their bank account with the Refund Bank may be eligible to receive refunds, if any, through direct credit to such bank account. (v) For all other Bidders, including those who have not updated their bank particulars with the MICR code, refund warrants will be dispatched through speed or registered post (subject to postal rules) at the Bidder’s sole risk. Such refunds will be made by cheques, pay orders or demand drafts drawn on the Refund Bank and payable at par at places where Bids are received. Any bank charges for cashing such cheques, pay orders or demand drafts at other centres will be payable by the respective Bidders. 3.2.4.3. Online validation at the point of payment by the Refund Bank is subject to the Registrar to the Issue providing complete master lists (“Masters”) to the Refund Bank, in the format specified by the BUYER. (b) Refund Bank. The BUYER’s obligation Registrar to the Issue shall ensure that any change in the Masters is communicated to the Refund Bank immediately to ensure timely refund. The Registrar to the Issue shall be liable for payment all consequences which may arise as a result of delay or error in such communication of the 1st, 2nd, 3rd and 4th instalments shall be subject aforesaid changes to the SELLER providing the BUYER with the following Refund Guarantee securing the repayment obligation of the SELLER under this CONTRACT. As security to the BUYER, the SELLER shall deliver to the BUYER, within sixty (60) Banking Days following the execution of this CONTRACT, a refund guarantee (securing refund of the 1st, 2nd, 3rd and 4th Instalments of the Contract Price) (the “Refund Guarantee”) to be issued by a first class Chinese bank acceptable to the BUYER (hereinafter called the “Refund Guarantor”) in the form as per Exhibit “A” annexed heretoBank. The Refund Guarantee Bank shall become effective upon the SELLER’s receipt of the 1st Instalment from the BUYER. If the VESSEL has not been delivered and accepted in accordance with the terms of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”), the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension responsible for reconciliation of the Refund Guarantee so that Account with the Masters provided by the Registrar to the Issue and the Refund Guarantee is valid for Bank shall provide a list of paid/unpaid cases at least sixty (60) days after regular intervals or as desired by the Expiry Date (Registrar to the “Extended Expiry Date”)Issue, BRLM, and the Company. If Any inconsistencies observed by the VESSEL is not yet able to Refund Bank between the Refund Account and the Masters shall be delivered and accepted in accordance discussed with the terms Registrar to the Issue and the BRLM, prior to dispatch of refund. 3.2.4.4. All refunds under this CONTRACT before Agreement shall be payable by the Refund Bank and until such Extended Expiry Daterefunds are paid as agreed herein, the SELLER is obliged to procure, without delay and latest thirty (30) days before monies lying in the Extended Expiry Date, another extension Refund Account shall be held for the benefit of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER shall be entitled to at its option to cancel the CONTRACTBeneficiaries without any right or lien thereon. (c) However, in the event of any dispute between the SELLER and the BUYER with regard to the SELLER’s obligation to repay the instalment or instalments paid by the BUYER and to the BUYER’s right to demand payment from the Refund Guarantor under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII hereof, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award between the SELLER and the BUYER is published3.2.4.5. The Refund Guarantor shall Bank reserves the right to not be obligated to make any payment under dispatch the Refund Guarantee unless refund, if they are not mentioned in the Final Award orders Masters provided by the SELLER to make repayment. If the SELLER fails to honour the Final Award, then the Refund Guarantor shall refund Registrar to the extent Issue, or in case of any mismatch in any of the Final Award ordersfields when compared for validation with the Masters. (d) Expenses and bank charges for receiving and/or cancelling the Refund Guarantee charged by the BUYER’s bank shall be for the BUYER’s account; and the expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank shall be for the SELLER’s account.

Refunds. (ai) All payments made by the BUYER prior to delivery of the VESSEL shall be Any Tax refund (including any interest in the nature of advance to the SELLER, and in the event this CONTRACT is justifiably cancelled or rescinded by the BUYER, all in accordance with the specific terms of this CONTRACT permitting such cancellation or rescission, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already respect thereof) received by the SELLER Buyer or the Company or any of its Subsidiaries, and any amounts credited against Tax to which the Buyer or the Company or any of its Subsidiaries become entitled (including by way of any amended Tax Returns), that relate to any taxable period, or portion thereof, ending on or before the Closing Date (other than a refund or credit arising from the BUYER under this CONTRACTcarryback to such period of any net operating loss or capital loss arising in a taxable year or period, together with interest (at the rate set out in respective provision or portion thereof) from the date of receipt by the SELLER of the respective instalment(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYER. (b) The BUYER’s obligation for payment of the 1st, 2nd, 3rd and 4th instalments shall be subject to the SELLER providing the BUYER with the following Refund Guarantee securing the repayment obligation of the SELLER under this CONTRACT. As security to the BUYER, the SELLER shall deliver to the BUYER, within sixty (60) Banking Days following the execution of this CONTRACT, a refund guarantee (securing refund of the 1st, 2nd, 3rd and 4th Instalments of the Contract Price) (the “Refund Guarantee”) to be issued by a first class Chinese bank acceptable to the BUYER (hereinafter called the “Refund Guarantor”) in the form as per Exhibit “A” annexed hereto. The Refund Guarantee shall become effective upon the SELLER’s receipt of the 1st Instalment from the BUYER. If the VESSEL has not been delivered and accepted in accordance with the terms of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (435) days beginning after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Closing Date”), the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension of the Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”). If the VESSEL is not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before such Extended Expiry Date, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER shall be entitled to at its option to cancel the CONTRACT. (c) However, in the event of any dispute between the SELLER and the BUYER with regard to the SELLER’s obligation to repay the instalment or instalments paid by the BUYER and to the BUYER’s right to demand payment from the Refund Guarantor under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII hereof, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award between the SELLER and the BUYER is published. The Refund Guarantor shall not be obligated to make any payment under the Refund Guarantee unless the Final Award orders the SELLER to make repayment. If the SELLER fails to honour the Final Award, then the Refund Guarantor shall refund to the extent the Final Award orders. (d) Expenses and bank charges for receiving and/or cancelling the Refund Guarantee charged by the BUYER’s bank shall be for the BUYER’s account; account of the Seller, and the expenses Buyer shall pay over to the Seller any such refund or the amount of any such credit within 15 days after receipt or entitlement thereto, respectively. In addition, to the extent that a claim for refund or a proceeding results in a payment, credit or other adjustment against Tax by a taxing authority to the Buyer or the Company or any of its Subsidiaries of any amount taken into account in determining the Closing Equity after giving effect to the resolution (in accordance with Section 1.2) of all matters set forth in a Dispute Notice, the Buyer shall pay such amount to the Seller within 15 days after receipt or entitlement thereto. The Buyer shall pay the Seller interest at the rate prescribed under Section 6621(a)(1) of the Code, compounded daily, on any amount not paid when due under this Section 4.8(g). For purposes of this Section 4.8(g), where it is necessary to apportion a refund or credit between the Buyer and bank charges the Seller for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank a Straddle Period, such refund or credit shall be for apportioned between the SELLER’s accountperiod deemed to end at the close of the Closing Date, and the period deemed to begin at the beginning of the day following the Closing Date on the basis of an interim closing of the books, except that refunds or credits of Taxes (such as real property Taxes) imposed on a periodic basis shall be allocated on a daily basis. (ii) Buyer shall cooperate, and cause the Company and its Subsidiaries to cooperate, in obtaining any refund that the Seller reasonably believes should be available, including without limitation, through filing a Form 1139 or other appropriate form with the applicable taxing authorities.

Refunds. (a) All payments made The entire process of refunds through electronic clearance shall be completed within time prescribed by the BUYER prior to delivery of the VESSEL shall be SEBI and Stock Exchange in the nature of advance to the SELLER, and in the event this CONTRACT is justifiably cancelled or rescinded by the BUYER, all in accordance with the specific terms of this CONTRACT permitting such cancellation or rescission, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already received by the SELLER from the BUYER under this CONTRACT, together with interest (at the rate set out in respective provision thereof) from the date of receipt by the SELLER of the respective instalment(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYERregard. (b) The BUYER’s obligation for payment In the event of a failure to complete the Issue in accordance with Clauses 3.1.2 and/or 3.3 of this Agreement, if the Application Monies have already been transferred to the Allotment Account, then upon receipt of joint written instructions from the Lead Manager and the Registrar, in the form provided in Annexure E, the Banker to the Issue shall forthwith transfer the amounts lying to the credit of the 1st, 2nd, 3rd Allotment Account to the Refund Account and 4th instalments the Refund Bank shall make payments in accordance with Applicable Law. All refunds under this Agreement shall be payable by the Refund Bank and until such refunds are paid as agreed herein, the monies lying in the Refund Account shall be held for the benefit of the Beneficiaries without any right or lien thereon. (c) The refunds pertaining to amounts in the Refund Account shall be made by the Refund Bank to the respective Applicants in accordance with and in the manner provided in the Letter of Offer. (d) Any returns/rejects from NACH/NEFT/RTGS/Direct Credit will be refunded by way of demand drafts / direct transfers by the Refund Bank. The Refund Bank for such refunds will act in accordance with the instructions of the Registrar for issuances of these instruments. (e) Online validation at the point of payment by the Refund Bank is subject to the SELLER Registrar providing the BUYER with the following Refund Guarantee securing the repayment obligation of the SELLER under this CONTRACT. As security to the BUYER, the SELLER shall deliver to the BUYER, within sixty complete master lists (60) Banking Days following the execution of this CONTRACT, a refund guarantee (securing refund of the 1st, 2nd, 3rd and 4th Instalments of the Contract Price) (the “Refund GuaranteeMasters”) to the Refund Bank, in the format specified by the Refund Bank. The refund warrants shall be issued by a first class Chinese bank acceptable paid after validating the cheque / demand draft number, warrant number and amount with the Master provided to the BUYER (hereinafter called Bankers to the “Refund Guarantor”) Issue and after ensuring that the refund warrants have not been materially altered in any manner whatsoever. The Registrar shall ensure that any change in the form Masters is communicated to the Refund Bank immediately to ensure timely refund. The Registrar shall be liable for all consequences which may arise as a result of delay or error in such communication of the aforesaid changes to the Refund Bank and the Refund Bank disclaims all liabilities for effecting a payment as per Exhibit “A” annexed heretothe Masters in their possession. The Refund Guarantee Bank shall become effective upon the SELLER’s receipt be responsible for reconciliation of the 1st Instalment from Refund Account with the BUYERMasters, provided by the Registrar, and the Refund Bank shall provide a list of paid/ unpaid cases at regular intervals or as desired by the Registrar, the Lead Manager and/or the Company. If Any inconsistencies observed by the VESSEL has Refund Bank between the Refund Account and the Masters shall be discussed with the Registrar, the Company and the Lead Manager, prior to dispatch of refund. (f) The Registrar will be responsible for the dispatch of letters of Allotment / Allotment Advice / refund intimation or other permissible means to communicate allotment and refund details in a timely manner. (g) The Refund Bank reserves the right to not been delivered and accepted dispatch the refund, if they are not mentioned in accordance the Masters provided by the Registrar, or in case of any mismatch in any of the fields when compared for validation with the Masters. (h) The Refund Bank shall comply with the terms of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”)Agreement, the SELLER is obliged Letter of Offer and all Applicable Laws, directives or instructions issued by the Lead Manager and the Registrar to procure without delay and latest thirty (30) days before the Expiry Date an extension of the Issue, in connection with its responsibilities as a Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”). If the VESSEL is not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before such Extended Expiry Date, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER shall be entitled to at its option to cancel the CONTRACTBank. (ci) HoweverThe Company, in the event of any dispute between the SELLER Lead Manager, Registrar and the BUYER with regard to Refund Bank shall ensure that the SELLER’s obligation to repay refund for un-allotted or partially Allotted Applications is completed on or before T+1 day, T being the instalment or instalments paid by the BUYER and to the BUYER’s right to demand payment from the Refund Guarantor under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII hereof, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award between the SELLER and the BUYER is published. The Refund Guarantor shall not be obligated to make any payment under the Refund Guarantee unless the Final Award orders the SELLER to make repayment. If the SELLER fails to honour the Final Award, then the Refund Guarantor shall refund to the extent the Final Award ordersBasis of Allotment day. (d) Expenses and bank charges for receiving and/or cancelling the Refund Guarantee charged by the BUYER’s bank shall be for the BUYER’s account; and the expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank shall be for the SELLER’s account.

Refunds. (a) All payments made by the BUYER prior to delivery LCA shall assign and promptly remit (and shall cause each member of the VESSEL LCA Subgroup to assign and promptly remit) to USI all refunds (including interest thereon and any amounts applied against liability for other taxable periods) of (i) any Tax attributable to a taxable period of any member of the LCA Subgroup ending on or before the Distribution Date or (ii) any Tax attributable to a taxable period of any member of the LCA Subgroup that includes the Distribution Date to the extent that such Tax was not borne by a member of the LCA Subgroup pursuant to Section 7 hereof (collectively, "USI's Refunds"). In furtherance of the preceding sentence (and not in limitation thereof), LCA hereby transfers and absolutely assigns to USI all right, title, and interest of any member of the LCA Subgroup in any USI Refunds and shall be turn over to USI any and all checks for such USI Refunds ("USI's Refund Checks") in the nature exact form received, but duly endorsed to USI and, until so turned over, shall hold the same in trust for the benefit of advance USI segregated from all other funds of LCA and any member of the LCA Subgroup. LCA hereby grants to USI a power of attorney to endorse USI's Refund Checks and to take such other action reasonably necessary or appropriate to implement the SELLERterms and provisions of the immediately preceding sentence; this power of attorney, and in the event this CONTRACT being coupled with an interest, is justifiably cancelled or rescinded by the BUYER, all in accordance with the specific terms irrevocable. For purposes of this CONTRACT permitting such cancellation or rescissionAgreement, the SELLER term "USI's Refunds" shall not include any refund to the BUYER in United States Dollars the full amount of all sums already received resulting from a carryback by the SELLER from the BUYER under this CONTRACT, together with interest LCA. USI shall assign and promptly remit (at the rate set out in respective provision thereof) from the date of receipt by the SELLER and shall cause each member of the respective instalment(sUSI Subgroup to assign and promptly remit) to the date applicable member of remittance the LCA Subgroup any refund of Tax (or portion thereof) (including interest thereon and any amounts applied against liability for other taxable periods) received by telegraphic transfer a member of the USI Subgroup to the extent such refund consists of a reduction in Tax apportioned to a member of the account specified by the BUYERLCA Subgroup pursuant to Section 7 hereof. (b) The BUYER’s obligation for payment LCA shall promptly remit or cause to be remitted to USI the amount of any Tax benefit realized by any member of the 1stLCA Subgroup (whether resulting from a deduction, 2ndor reduced gain or increased loss from the disposition of an asset, 3rd and 4th instalments or otherwise) resulting from any adjustment for which any member of the LCA Subgroup received indemnification hereunder. USI shall promptly remit or cause to be subject remitted to the SELLER providing the BUYER with the following Refund Guarantee securing the repayment obligation applicable member of the SELLER under this CONTRACT. As security to LCA Subgroup the BUYER, the SELLER shall deliver to the BUYER, within sixty (60) Banking Days following the execution amount of this CONTRACT, a refund guarantee (securing refund any Tax benefit realized by any member of the 1stUSI Subgroup (whether resulting from a deduction, 2ndor reduced gain or increased loss from the disposition of an asset, 3rd and 4th Instalments or otherwise) resulting from any adjustment for which any member of the Contract Price) (the “Refund Guarantee”) to be issued by a first class Chinese bank acceptable to the BUYER (hereinafter called the “Refund Guarantor”) in the form as per Exhibit “A” annexed hereto. The Refund Guarantee shall become effective upon the SELLER’s receipt of the 1st Instalment from the BUYER. If the VESSEL has not been delivered and accepted in accordance with the terms of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”), the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension of the Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”). If the VESSEL is not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before such Extended Expiry Date, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER shall be entitled to at its option to cancel the CONTRACTUSI Subgroup received indemnification hereunder. (c) HoweverLCA shall, or shall cause a member of the LCA Subgroup to, cooperate with USI in filing any claim for USI's Refunds; provided, however, that USI shall indemnify and hold harmless the event LCA Subgroup against any additional Tax liability or other costs, including administrative expenses, resulting from the filing of any dispute between such claim for USI's Refunds. USI shall have the SELLER and the BUYER with regard to the SELLER’s obligation to repay the instalment or instalments paid by the BUYER and to the BUYER’s sole right to demand payment from the Refund Guarantor under its guaranteeprosecute any claims for USI's Refunds (by suit or otherwise) at USI's expense and with counsel of USI's choice. LCA shall cooperate, and such dispute is submitted either by cause each member of the SELLER or by the BUYER for arbitration LCA Subgroup to cooperate, fully with USI and its counsel in accordance with Article XIII hereof, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award between the SELLER and the BUYER is published. The Refund Guarantor shall not be obligated to make any payment under the Refund Guarantee unless the Final Award orders the SELLER to make repayment. If the SELLER fails to honour the Final Award, then the Refund Guarantor shall refund to the extent the Final Award ordersconnection therewith. (d) Expenses USI shall cooperate with LCA and bank charges each member of the LCA Subgroup in filing any refund claim or amended Tax Return or other Tax Return (including a Form 1139, Corporate Application for receiving and/or cancelling Tentative Refund) to obtain the Refund Guarantee charged benefit of any carryback for federal, state, or local income tax purposes to a taxable period of any member of the LCA Subgroup ending on or prior to the Distribution Date of any net operating loss, net capital loss, or other deduction or credit incurred by any member of the BUYER’s bank LCA Subgroup in any taxable period ending after the Distribution Date; provided, however, that LCA, on behalf of the members of the LCA Subgroup, as applicable, shall be for indemnify and hold harmless the BUYER’s account; USI Subgroup against any additional Tax liability or other costs, including administrative expenses, resulting from such refund claim or amended Tax Return or other Tax Return. USI shall assign and promptly remit to the expenses and bank charges for issuing and/or cancelling applicable member of the Refund Guarantee charged LCA Subgroup the amount of any refund of Tax received by, or Tax benefit realized by, any member of the USI Subgroup as a result of any carryback by a member of the SELLER’s bank shall be for the SELLER’s accountLCA Subgroup.

Refunds. Any refunds or credits of Income Taxes (aincluding any interest thereon) All payments made received by the BUYER or credited to Rolodex PR attributable to (i) periods or portions of periods ending prior to delivery the Closing Date or (ii) the Section 338(h)(10) Election and any refunds or credits of the VESSEL shall be in the nature of advance to the SELLER, and in the event this CONTRACT is justifiably cancelled or rescinded by the BUYER, all in accordance with the specific terms of this CONTRACT permitting such cancellation or rescission, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already Tollgate Taxes (including any interest thereon) received by the SELLER from the BUYER under this CONTRACT, together with interest or credited to Rolodex PR (at the rate set out in respective provision thereof) from the date of receipt by the SELLER of the respective instalment(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYER. (b) The BUYER’s obligation for payment of the 1st, 2nd, 3rd and 4th instalments shall be subject to the SELLER providing the BUYER with the following Refund Guarantee securing the repayment obligation of the SELLER under this CONTRACT. As security to the BUYER, the SELLER shall deliver to the BUYER, within sixty (60) Banking Days following the execution of this CONTRACT, a refund guarantee (securing refund of the 1st, 2nd, 3rd and 4th Instalments of the Contract Price) (the “Refund Guarantee”) to be issued by a first class Chinese bank acceptable to the BUYER (hereinafter called the “Refund Guarantor”) in the form as per Exhibit “A” annexed hereto. The Refund Guarantee shall become effective upon the "SELLER’s receipt of the 1st Instalment from the BUYER. If the VESSEL has not been delivered and accepted in accordance with the terms of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”'S REFUNDS"), the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension of the Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”). If the VESSEL is not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before such Extended Expiry Date, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER shall be entitled to at its option to cancel the CONTRACT. (c) However, in the event of any dispute between the SELLER and the BUYER with regard to the SELLER’s obligation to repay the instalment or instalments paid by the BUYER and to the BUYER’s right to demand payment from the Refund Guarantor under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII hereof, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award between the SELLER and the BUYER is published. The Refund Guarantor shall not be obligated to make any payment under the Refund Guarantee unless the Final Award orders the SELLER to make repayment. If the SELLER fails to honour the Final Award, then the Refund Guarantor shall refund to the extent the Final Award orders. (d) Expenses and bank charges for receiving and/or cancelling the Refund Guarantee charged by the BUYER’s bank shall be for the BUYER’s accountbenefit of Seller, and Seller shall have the sole right, at its expense, to pursue any Seller's Refunds (including filing amended returns and applying for competent authority or analogous relief) and Purchaser shall cause Rolodex PR to pay over to Seller any Seller's Refunds immediately upon receipt thereof; PROVIDED, HOWEVER, that any pre-paid tollgate taxes set forth on the Pre-Closing Statement of Net Investment remaining after the Closing shall not be considered to be a Seller's Refund and the expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank shall be for the SELLER’s accountexclusive benefit of Rolodex PR and Purchaser. In the case of a Seller's Refund which is a credit to Rolodex PR, Rolodex PR shall pay such Seller's Refund to Seller immediately upon receipt of the benefit of such credit through a reduction in any Tax payment required to be made by Rolodex PR after the Closing. In addition, if the Income Taxes with respect to the pre-Closing portion of a Straddle Period of Rolodex PR are less than the payments previously made (or deemed made) by Rolodex PR with respect to the pre-Closing portion of such Straddle Period, Purchaser shall cause Rolodex PR to pay to Seller the excess of such previous payments over such Income Taxes immediately upon Rolodex PR's receiving the benefit of such excess payments through a reduction in any Tax payment required to be made by Rolodex PR after the Closing. Notwithstanding the preceding three sentences, no payment to Seller shall be required of Rolodex PR in respect of Seller's Refunds until the aggregate amount of Seller's Refunds exceeds the aggregate amount of Deferred Income Taxes, and then payment shall be made only in the amount of such excess. The aggregate amount of any Seller's Refunds not paid to Seller shall offset on a dollar for dollar basis Seller's indemnity obligations under Section 9.1(a) with respect to the Deferred Income Taxes.

Refunds. (i) Purchaser is a C corporation that will include Holdings and ▇▇▇▇▇ or any Affiliate of Purchaser in its Federal consolidated Tax group (“Purchaser Group”) on the first day following the Closing Date. Purchaser and Sellers acknowledge and agree that Holdings and ▇▇▇▇▇ shall end their consolidated Tax year at the Closing Date and Sellers shall file for a refund of Taxes paid by the Company Group for the period prior to the Closing. (ii) All “Applicable Tax Refunds” received after Closing by the Purchaser Group shall solely be for the account of the Sellers and the Option Holders as described in this Section. An “Applicable Tax Refund” is a refund of Tax received by the Purchaser Group after the Closing that is attributable to Closing Date Tax Benefits recognized after the Closing. (iii) The Purchaser Group shall direct all Governmental or Regulatory Authorities to pay any and all such Applicable Tax Refunds directly via SWIFT or wire transfer to a segregated, interest bearing account with a federally insured banking institution with branches in Illinois acceptable to Sellers’ Representative solely designated for the purpose of providing the Sellers and the Option Holders with the Applicable Tax Refunds (the “Tax Refund Account”), which shall be a subaccount of the Escrow Account. (iv) The Purchaser Group shall keep all assets in such Tax Refund Account unencumbered from any third party and shall not assign, sell, pledge, transfer or otherwise encumber Sellers’ and Option Holders’ interest in the Applicable Tax Refunds or the Tax Refund Account to any party other than the Sellers and the Option Holders. Purchaser Group covenants to the Sellers and the Option Holders that the Tax Refund Account will only be used for the collection and disbursement of any Applicable Tax Refunds for the benefit of the Sellers and the Option Holders and for no other purpose. The Purchaser Group will: (a) All payments made by notify the BUYER prior to delivery of the VESSEL shall be Sellers’ Representative immediately upon notice that a Governmental or Regulatory Authority has deposited funds in the nature of advance to the SELLERTax Refund Account, and in (b) provide the event this CONTRACT is justifiably cancelled or rescinded by the BUYER, all in accordance Sellers’ Representative with the specific terms of this CONTRACT permitting such cancellation or rescission, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already received by the SELLER monthly statements from the BUYER under this CONTRACT, together with interest (at the rate set out in respective provision thereof) Tax Refund Account within five Business Days of receipt from the date of receipt by the SELLER of the respective instalment(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYERbanking institution. (bv) The BUYER’s obligation for payment To the extent any Governmental or Regulatory Authorities do not pay any Applicable Tax Refunds via SWIFT or wire transfer directly to the Tax Refund Account, but instead pay such Applicable Tax Refunds via check or other means directly to any member of the 1st, 2nd, 3rd and 4th instalments shall be subject to the SELLER providing the BUYER with the following Refund Guarantee securing the repayment obligation of the SELLER under this CONTRACT. As security to the BUYER, the SELLER shall deliver to the BUYER, within sixty (60) Banking Days following the execution of this CONTRACT, a refund guarantee (securing refund of the 1st, 2nd, 3rd and 4th Instalments of the Contract Price) (the “Refund Guarantee”) to be issued by a first class Chinese bank acceptable to the BUYER (hereinafter called the “Refund Guarantor”) in the form as per Exhibit “A” annexed hereto. The Refund Guarantee shall become effective upon the SELLER’s receipt of the 1st Instalment from the BUYER. If the VESSEL has not been delivered and accepted in accordance with the terms of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”), the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension of the Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”). If the VESSEL is not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before such Extended Expiry Date, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER shall be entitled to at its option to cancel the CONTRACT. (c) However, in the event of any dispute between the SELLER and the BUYER with regard to the SELLER’s obligation to repay the instalment or instalments paid by the BUYER and to the BUYER’s right to demand payment from the Refund Guarantor under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII hereof, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award between the SELLER and the BUYER is published. The Refund Guarantor shall not be obligated to make any payment under the Refund Guarantee unless the Final Award orders the SELLER to make repayment. If the SELLER fails to honour the Final AwardPurchaser Group, then the Refund Guarantor Purchaser Group shall refund immediately endorse and delivery such check to the extent the Final Award ordersSellers’ Representative. (d) Expenses and bank charges for receiving and/or cancelling the Refund Guarantee charged by the BUYER’s bank shall be for the BUYER’s account; and the expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank shall be for the SELLER’s account.

Refunds. 6.1 The Merchant undertakes to establish or maintain a fair policy of refunds to NETS Cardholders, which are no less favourable as the refund policy offered for any other payment services providers accepted by the Merchant. Such refund policies shall be disclosed to NETS Cardholders at the time of purchase. The Merchant shall also permit returns and refunds to any NETS Cardholder the price paid for any Goods and Services purchased or procured from the Merchant which are unsatisfactory to NETS Cardholder in accordance with such policies and requirements as may be prescribed by NETS from time to time. 6.2 For the avoidance of doubt, the following applies to any refund to NETS Cardholders that is to be executed: (a) All payments the refund is to be credited back to the originating source of funds; (b) the refund will only be available where the original transaction took place no more than ninety (90) days prior to the relevant refund request; (c) any partial refund made through NETS Click Refund shall be limited to three (3) requests per original transaction. Any partial refund request exceeding the stipulated limit per original transaction shall be made by submitting the BUYER prior prescribed refund form to delivery NETS evidencing such refund; (d) the refund amount shall not exceed the original transaction value; (e) the total refund amount shall not exceed the Merchant's sales received on the same day at the point of refund request; and (f) the Merchant's total sales less total successful refunds shall not be negative. 6.3 If any Goods and Services paid for through a Transaction are returned, terminated or cancelled (as the case may be), or any price adjustment, refund or rebate is given by the Merchant for such a transaction or any part thereof in favour of the VESSEL shall be in the nature of advance to the SELLER, and in the event this CONTRACT is justifiably cancelled or rescinded by the BUYER, all in accordance with the specific terms of this CONTRACT permitting such cancellation or rescissionNETS Cardholder for any reason, the SELLER Merchant shall make cash refund to the BUYER NETS Cardholder through NETS Click Refund or by submitting the prescribed refund form to NETS evidencing such refund or adjustment, and the Merchant further agrees that all refunds requests once received by NETS shall not be recalled, cancelled, withdrawn or amended. The prescribed refund form submitted to NETS shall include all of the following details: (a) the name of the Merchant from which the Goods and Services to which the refund relates are purchased; (b) the address of the Merchant; (c) the Transaction amount and stating whether such amount will be debited from or credited to that Card account; (d) the Transaction currency; (e) the Transaction Date (or credit preparation date); (f) the unique Transaction identification number; and (g) amount of the credit in United States Dollars sufficient detail to identify the relevant Transaction. 6.4 The Merchant agrees that where multiple or excess payments have been effected by or on behalf of NETS Cardholders in respect of any Transaction, whether through the Services or through any other existing system of payment, the Merchant shall refund or reimburse such NETS Cardholders for such excess payments made. 6.5 The Merchant agrees that NETS shall be entitled to deduct such refunded sums against amounts received through the Merchant's sales by NETS as part of the daily settlement transactions. Additionally, the Merchant shall, if NETS so requires, pay to NETS on demand the full amount of all sums already received by the SELLER any refund granted or made to NETS Cardholder within three (3) working days from the BUYER under this CONTRACT, together with interest (at the rate set out in respective provision thereof) from the date of receipt by the SELLER of the respective instalment(s) such NETS' request pursuant to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYERClause 6.1. (b) 6.6 The BUYER’s obligation for payment of the 1st, 2nd, 3rd and 4th instalments Merchant shall be subject solely and fully liable for any Transaction and/or refund costs which may be incurred from any refunds, including without limitation any Service Fees paid and/or payable to the SELLER providing the BUYER NETS in connection with the following Refund Guarantee securing the repayment obligation of the SELLER under this CONTRACT. As security to the BUYER, the SELLER shall deliver to the BUYER, within sixty (60) Banking Days following the execution of this CONTRACT, a refund guarantee (securing refund of the 1st, 2nd, 3rd and 4th Instalments of the Contract Price) (the “Refund Guarantee”) to be issued by a first class Chinese bank acceptable to the BUYER (hereinafter called the “Refund Guarantor”) in the form as per Exhibit “A” annexed hereto. The Refund Guarantee shall become effective upon the SELLER’s receipt of the 1st Instalment from the BUYER. If the VESSEL has not been delivered and accepted in accordance with the terms of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”), the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension of the Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”). If the VESSEL is not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before such Extended Expiry Date, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER shall be entitled to at its option to cancel the CONTRACTrefunded Transaction. (c) However, in the event of any dispute between the SELLER and the BUYER with regard to the SELLER’s obligation to repay the instalment or instalments paid by the BUYER and to the BUYER’s right to demand payment from the Refund Guarantor under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII hereof, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award between the SELLER and the BUYER is published. The Refund Guarantor shall not be obligated to make any payment under the Refund Guarantee unless the Final Award orders the SELLER to make repayment. If the SELLER fails to honour the Final Award, then the Refund Guarantor shall refund to the extent the Final Award orders. (d) Expenses and bank charges for receiving and/or cancelling the Refund Guarantee charged by the BUYER’s bank shall be for the BUYER’s account; and the expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank shall be for the SELLER’s account.

Refunds. 3.2.4.1. In accordance with the procedure set out in the Issue Documents, the Registrar along with the Book Running Lead Manager shall at any time on or after Designated Date in the form provided in Schedule V (awith a copy to the Company) All payments provide the Escrow Collection Bank with details of the Surplus Amount, if any, to be transferred to the Refund Account. Further, the Registrar (with a copy to the Book Running Lead Manager and the Company) shall also provide the Refund Bank with details of the Anchor Investors to whom refunds have to be made and the amounts to be refunded thereto from the Refund Account in the prescribed form (Schedule X) hereto. The refunds pertaining to amounts in the Refund Accounts shall be made by the BUYER prior to delivery of the VESSEL shall be in the nature of advance Refund Bank to the SELLERrespective Anchor Investors in accordance with Applicable Law. For the purposes of such refunds, and in the event this CONTRACT is justifiably cancelled or rescinded by the BUYER, all Refund Bank will act in accordance with the specific terms instructions of this CONTRACT permitting the Book Running Lead Manager and the Registrar for issuances of such cancellation instruments, copies of which shall be marked to the Company and the Registrar. 3.2.4.2. The Parties acknowledge and agree that the entire process of dispatch of refunds through electronic clearance shall be completed within three Working Days from the Bid/ Issue Closing Date or rescissionsuch other period prescribed under the SEBI ICDR Regulations and other Applicable Law. However, in the case of Stock Exchange Refusal, the SELLER entire process of dispatch of refunds of amounts through electronic clearance shall refund to the BUYER in United States Dollars the full amount of all sums already received by the SELLER from the BUYER under this CONTRACT, together with interest (at the rate set out in respective provision thereof) be completed within four days from the date of receipt of intimation from Stock Exchanges rejecting the application for listing of the Equity Shares (in the event of a Stock Exchange Refusal), or such other prescribed timeline in terms of the SEBI ICDR Regulations and other Applicable Law. 3.2.4.3. The Escrow Collection Bank agrees that it shall immediately and in any event no later than one Working Day of receipt of such intimation from the Book Running Lead Manager transfer the Surplus Amount to the Refund Account, with notice to the Company and the Registrar. The Refund Bank shall immediately and in any event no later than one Working Day of the receipt of intimation as per Clause 3.2.4.1, issue refund instructions to the electronic clearing house, with notice to the Book Running Lead Manager and the Company. Such intimation from the Registrar, shall in any event, be no later than two Working Days from the Bid/ Issue Closing Date. 3.2.4.4. The Company shall, within one (1) Working Day of the receipt of the list of Bidders to whom refunds have to be made and the amounts to be refunded thereto, prepare and deliver the requisite stationery for printing of refund intimations to the Registrar’s office, who in turn shall immediately dispatch such intimations to the respective Bidders and in any event no later than the time period specified in this regard in the Red ▇▇▇▇▇▇▇ Prospectus and the Prospectus, or such earlier time as may be required by the SELLER Book Running Lead Manager. 3.2.4.5. The refunds pertaining to amounts in the Refund Account shall be made by the Refund Bank to the respective Bidders in manner set forth below:  NEFT—Payment of refund may be undertaken through NEFT wherever the branch of the respective instalment(s) Anchor Investors’ bank is NEFT enabled and has been assigned the Indian Financial System Code (“IFSC”), which can be linked to the MICR of that particular branch. The IFSC may be obtained from the website of RBI as at a date prior to the date of remittance by telegraphic transfer payment of such refund, duly mapped with MICR numbers. Wherever the Anchor Investors have registered their nine-digit MICR number and their bank account number while opening and operating the demat account, the same may be duly mapped with the IFSC of that particular bank branch and the payment of refund may be made to the Anchor Investors through this method. In the event NEFT is not operationally feasible, the payment of refunds may be made through any one of the other modes as discussed in this section;  RTGS—Anchor Investors having a bank account at any of the centers notified by SEBI where clearing houses are managed by the RBI, may have the option to receive refunds, if any, through RTGS.  Direct Credit—Anchor Investors having their bank account with the Refund Bank may be eligible to receive refunds, if any, through direct credit to such bank account.  For all other Bidders, including those who have not updated their bank particulars with the MICR code, refund warrants will be dispatched through speed or registered post (subject to postal rules) at the Bidder’s sole risk. Such refunds will be made by cheques, pay orders or demand drafts drawn on the Refund Bank and payable at par at places where Bids are received. Any bank charges for cashing such cheques, pay orders or demand drafts at other centers will be payable by the respective Bidders. 3.2.4.6. Online validation at the point of payment by the Refund Bank is subject to the Registrar providing complete master lists (“Masters”) to the Refund Bank, in the format specified by the BUYER. (b) Refund Bank. The BUYER’s obligation Registrar shall ensure that any change in the Masters is communicated to the Refund Bank immediately to ensure timely refund. The Registrar shall be liable for payment all consequences which may arise as a result of delay or error in such communication of the 1st, 2nd, 3rd and 4th instalments shall be subject aforesaid changes to the SELLER providing the BUYER with the following Refund Guarantee securing the repayment obligation of the SELLER under this CONTRACT. As security to the BUYER, the SELLER shall deliver to the BUYER, within sixty (60) Banking Days following the execution of this CONTRACT, a refund guarantee (securing refund of the 1st, 2nd, 3rd and 4th Instalments of the Contract Price) (the “Refund Guarantee”) to be issued by a first class Chinese bank acceptable to the BUYER (hereinafter called the “Refund Guarantor”) in the form as per Exhibit “A” annexed heretoBank. The Refund Guarantee Bank shall become effective upon the SELLER’s receipt of the 1st Instalment from the BUYER. If the VESSEL has not been delivered and accepted in accordance with the terms of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”), the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension responsible for reconciliation of the Refund Guarantee so that Account with the Masters provided by the Registrar and the Refund Guarantee is valid for Bank shall provide a list of paid/unpaid cases at least sixty (60) days after regular intervals or as desired by the Expiry Date (Registrar, Book Running Lead Manager and the “Extended Expiry Date”)Company. If Any inconsistencies observed by the VESSEL is not yet able to Refund Bank between the Refund Account and the Masters shall be delivered and accepted in accordance discussed with the terms Registrar and the Book Running Lead Manager, prior to dispatch of refund. 3.2.4.7. All refunds under this CONTRACT before Agreement shall be payable by the Refund Bank and until such Extended Expiry Daterefunds are paid as agreed herein, the SELLER is obliged to procure, without delay and latest thirty (30) days before monies lying in the Extended Expiry Date, another extension Refund Account shall be held for the benefit of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER shall be entitled to at its option to cancel the CONTRACTBidders without any right or lien thereon. (c) However, in the event of any dispute between the SELLER and the BUYER with regard to the SELLER’s obligation to repay the instalment or instalments paid by the BUYER and to the BUYER’s right to demand payment from the Refund Guarantor under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII hereof, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award between the SELLER and the BUYER is published3.2.4.8. The Refund Guarantor shall Bank reserves the right to not be obligated to make any payment under dispatch the Refund Guarantee unless refund, if they are not mentioned in the Final Award orders the SELLER to make repayment. If the SELLER fails to honour the Final Award, then the Refund Guarantor shall refund to the extent the Final Award orders. (d) Expenses and bank charges for receiving and/or cancelling the Refund Guarantee charged Masters provided by the BUYER’s bank shall be Registrar, or in case of any mismatch in any of the fields when compared for validation with the BUYER’s account; and the expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank shall be for the SELLER’s accountMasters.

Refunds. (a) All payments made by Except for any refund shown as an asset or taken into account as an offset to the BUYER amount of any liability (other than a deferred tax asset or liability) on the Financial Statement, XL Capital will be entitled to any refunds (including interest paid therewith), whether received in cash, as a credit or offset, or in any other form, in respect of (i) any Tax liability of SCA or any of the SCA Post-Closing Subsidiaries in respect of any taxable period (or portion thereof) ending on or prior to delivery of the VESSEL shall be Closing Date, and (ii) any other Tax liability for which the XL Parties are responsible under this Agreement; PROVIDED, HOWEVER, that this Section 5(a) will not apply to a refund that results from (A) any increase in the nature amount of advance any deduction allowed in a taxable period (or portion thereof) ending on or prior to the SELLERClosing Date if such increase corresponds to a decrease in any deduction allowed in a taxable period (or portion thereof) ending after the Closing Date, and (B) any decrease in the event this CONTRACT is justifiably cancelled amount of taxable income included in a taxable period ending or rescinded by the BUYER, all in accordance with the specific terms of this CONTRACT permitting such cancellation or rescission, the SELLER shall refund prior to the BUYER Closing Date if such decrease corresponds to an increase in United States Dollars the full amount of all sums already received by the SELLER from the BUYER under this CONTRACT, together with interest taxable income included in a taxable period (at the rate set out in respective provision or portion thereof) from ending after the date of receipt by the SELLER of the respective instalment(sClosing Date, or (C) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYERany similar timing difference. (b) The BUYER’s obligation for payment of the 1st, 2nd, 3rd and 4th instalments shall be subject to the SELLER providing the BUYER with the following Refund Guarantee securing the repayment obligation of the SELLER under this CONTRACT. As security to the BUYER, the SELLER shall deliver to the BUYER, within sixty Except as provided in paragraph (60a) Banking Days following the execution of this CONTRACTSection 5, a refund guarantee (securing refund of the 1st, 2nd, 3rd and 4th Instalments of the Contract Price) (the “Refund Guarantee”) to be issued by a first class Chinese bank acceptable to the BUYER (hereinafter called the “Refund Guarantor”) in the form as per Exhibit “A” annexed hereto. The Refund Guarantee shall become effective upon the SELLER’s receipt of the 1st Instalment from the BUYER. If the VESSEL has not been delivered and accepted in accordance with the terms of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”), the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension of the Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”). If the VESSEL is not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before such Extended Expiry Date, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER shall SCA will be entitled to at its option to cancel any refunds (including interest paid therewith) in respect of the CONTRACTTax liability of SCA or any of the SCA Post-Closing Subsidiaries. (c) However, in In the event of any dispute between the SELLER and the BUYER with regard change to the SELLER’s obligation liability of SCA or any of the SCA Post-Closing Subsidiaries for Taxes or entitlement to repay a refund, as the instalment result of an audit, carryover, carryback, or instalments paid otherwise, the amounts previously payable under this Agreement will be appropriately adjusted and SCA will pay to XL Capital, or XL Capital will pay to SCA, without duplication, the amount required as a result of such adjustment, together with interest at the rate per annum determined from time to time under Section 6621(a)(2) of the Code compounded daily for the period from the original date of the payment affected by the BUYER and adjustment to the BUYER’s right to demand date on which the payment from the Refund Guarantor under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII hereof, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award between the SELLER and the BUYER is published. The Refund Guarantor shall not be obligated to make any payment under the Refund Guarantee unless the Final Award orders the SELLER to make repayment. If the SELLER fails to honour the Final Award, then the Refund Guarantor shall refund to the extent the Final Award ordersmade. (d) Expenses and bank charges for receiving and/or cancelling the Refund Guarantee charged by the BUYER’s bank shall be for the BUYER’s account; and the expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank shall be for the SELLER’s account.

Refunds. If any Taxes (aother than Excluded Taxes) All payments made are imposed on or with respect to any payment on or under this Agreement, in consequence of which the Borrower is required to make any additional payment to the Agent or any Lender under Section 6.3(a)(i), and if the Agent or such Lender is entitled to a cash refund or to a credit which is applied against Taxes otherwise payable in the applicable taxation year of the Agent or such Lender and in either case which is both identifiable and quantifiable by the BUYER prior Agent or such Lender as being attributable to delivery the imposition of such Taxes (a "Tax Refund"), and such Tax Refund may be obtained without increased liability to the Agent or such Lender by filing one or more forms, certificates, documents, applications or returns (collectively, the "Forms"), then the Agent or such Lender shall within a reasonable time after receiving a written request from the Borrower (which request shall specify in reasonable detail the Forms to be filed and explain the actions necessary to obtain such Tax Refund), file such Forms. If the Agent or such Lender subsequently receives a Tax Refund, and the Agent or such Lender is able to identify the Tax Refund as being attributable, in whole or in part, to the Tax with respect to which such additional payment was made, then the Agent or such Lender shall reimburse the Borrower such amount as the Agent or such Lender shall determine acting in good faith to be the proportion of the VESSEL shall be in the nature of advance to the SELLER, and in the event this CONTRACT is justifiably cancelled or rescinded by the BUYER, all in accordance with the specific terms of this CONTRACT permitting such cancellation or rescission, the SELLER shall refund to the BUYER in United States Dollars the full amount of all sums already received by the SELLER from the BUYER under this CONTRACTTax Refund, together with any interest received thereon, attributable to such additional payment as will leave the Agent or such Lender after the reimbursement in the same position as it would have been if the additional payment had not been required; provided that, if any Tax Refund reimbursed by the Agent or a Lender to the Borrower is subsequently disallowed, the Borrower shall repay the Agent or such Lender such amount (at together with interest and any applicable penalty payable by the rate set out Agent or such Lender to the relevant taxing authority) promptly after receipt of notice by the Agent or such Lender of such disallowance. The Borrower agrees to reimburse the Agent or such Lender for the reasonable out-of-pocket expenses of the Agent or such Lender, if any, incurred in respective provision thereofcomplying with any request hereunder and agrees that all costs incurred by the Agent or such Lender in respect of this Section 6.3(c) may be deducted from the date amount of receipt by the SELLER of the respective instalment(s) any reimbursement to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYER. (b) The BUYER’s obligation for payment of the 1st, 2nd, 3rd and 4th instalments shall be subject to the SELLER providing the BUYER with the following Refund Guarantee securing the repayment obligation of the SELLER under this CONTRACT. As security to the BUYER, the SELLER shall deliver to the BUYER, within sixty (60) Banking Days following the execution of this CONTRACT, a refund guarantee (securing refund of the 1st, 2nd, 3rd and 4th Instalments of the Contract Price) (the “Refund Guarantee”) to be issued by a first class Chinese bank acceptable to the BUYER (hereinafter called the “Refund Guarantor”) Borrower in the form as per Exhibit “A” annexed hereto. The Refund Guarantee shall become effective upon the SELLER’s receipt of the 1st Instalment from the BUYER. If the VESSEL has not been delivered and accepted in accordance with the terms of this CONTRACT before the specific expiry date as stipulated in Exhibit “A” annexed hereto to be four hundred and thirty five (435) days after the Delivery Date in Article VII.1 of this CONTRACT (the “Expiry Date”), the SELLER is obliged to procure without delay and latest thirty (30) days before the Expiry Date an extension of the Refund Guarantee so that the Refund Guarantee is valid for at least sixty (60) days after the Expiry Date (the “Extended Expiry Date”). If the VESSEL is not yet able to be delivered and accepted in accordance with the terms of this CONTRACT before such Extended Expiry Date, the SELLER is obliged to procure, without delay and latest thirty (30) days before the Extended Expiry Date, another extension of the Refund Guarantee for the same period (i.e. 60 days), and to repeat such extension(s) if needed. If the SELLER does not procure the foregoing extension(s), the BUYER shall be entitled to at its option to cancel the CONTRACT. (c) However, in the event respect of any dispute between the SELLER and the BUYER with regard Tax Refund pursuant to the SELLER’s obligation to repay the instalment or instalments paid by the BUYER and to the BUYER’s right to demand payment from the Refund Guarantor under its guarantee, and such dispute is submitted either by the SELLER or by the BUYER for arbitration in accordance with Article XIII hereof, the Refund Guarantor shall withhold and defer payment under the Refund Guarantee until the Final Award between the SELLER and the BUYER is published. The Refund Guarantor shall not be obligated to make any payment under the Refund Guarantee unless the Final Award orders the SELLER to make repayment. If the SELLER fails to honour the Final Award, then the Refund Guarantor shall refund to the extent the Final Award orders. (d) Expenses and bank charges for receiving and/or cancelling the Refund Guarantee charged by the BUYER’s bank shall be for the BUYER’s accountthis Section 6.3(c); and the expenses and bank charges for issuing and/or cancelling the Refund Guarantee charged by the SELLER’s bank shall be for the SELLER’s account.and