Common use of THE PLACING Clause in Contracts

THE PLACING. 6.1 The Broker relying on the covenants, undertakings, indemnities and warranties contained in this Agreement, hereby undertakes, subject to the Conditions being satisfied, as agent for the Company on the terms set out in this Agreement to use its reasonable endeavours to procure subscribers for all the Placing Shares at the Placing Price. For the avoidance of doubt, nothing in this Agreement obliges the Broker to itself subscribe for Placing Shares. 6.2 Upon satisfaction of all the Conditions other than that set out in Clause 2.1(f), the Company will allot pursuant to a resolution of the Board of Directors of the Company or a duly authorised committee thereof and in a form reasonably acceptable to the Broker, conditionally on Admission, the Placing Shares in such numbers and to such Placees (including, where applicable, procuring the crediting of relevant CREST stock accounts of such Placees with Placing Shares) as the Broker shall direct. The allotment of such new Placing Shares shall become wholly unconditional immediately upon Admission. 6.3 Provided satisfaction of the Conditions occurs, the Company will before 10.00 a.m. on the date of Admission in accordance with this Agreement duly register (or procure that its registrar shall duly register) the Placees as holders of the Placing Shares and, in the case of Placing Shares to be held in uncertificated form, the Company will procure that the Placing Shares are credited to the CREST stock accounts of the relevant persons. 6.4 Subject to the allotment referred to in Clause 6.2 having taken place, the Broker shall, in full discharge of its obligations under this Agreement, within three Business Days following Admission procure the transfer to the Company’s bank account (details of which are set out below) the aggregate proceeds of the Placing Shares received by it (less the sums specified in Clause 7.2). Any monies subsequently received by the Broker in respect of the Placing Shares will be paid over the Company as soon as practicable following receipt. Bank Name: Bank Address: [Redacted: Bank Name] [Redacted: Bank Address] Swift Code: [Redacted: Swift Code] Bank Name: Bank Address: [Redacted: Bank Name] [Redacted: Bank Address] Transit Number: [Redacted: Transit Number] Institution Number: [Redacted: Institution Number] Swift Code: Beneficiary [Redacted: Swift Code] [Redacted: Beneficiary Name] Address: [Redacted: Address] 6.5 The Company shall use its reasonable endeavours to use the proceeds of the Placing in the manner set out in the Presentation.

THE PLACING. 6.1 The Broker Investec relying on the covenants, undertakings, indemnities indemnities, and warranties contained in this Agreement, hereby undertakes, subject to the Conditions being satisfied, as agent for the Company Company,, on the terms set out in this Agreement and in the Placing Letters to use its reasonable endeavours to procure subscribers for all the Placing Shares at the Placing Price. For the avoidance of doubt, nothing in this Agreement obliges the Broker to itself subscribe for Placing Shares. 6.2 Upon satisfaction of all the Conditions Conditions, other than that set out in Clause 2.1(f2.1(g), the Company will allot pursuant to a resolution of the Board of Directors of the Company or a duly authorised committee thereof (and in a form reasonably acceptable to the BrokerInvestec), conditionally on Admissionthe satisfaction of the Condition set out in Clause 2.1(g), the Placing Shares to the Placees in such numbers and to such Placees (including, where applicable, procuring number as is set out in each Placee’s Placing Letter. Such allotments will be made on the crediting of relevant CREST stock accounts of such Placees with Placing Shares) as the Broker shall directterms set out in this Agreement. The allotment of such new Placing Shares shall become wholly unconditional immediately upon Admissionthe satisfaction of the Condition set out in Clause 2.1(g). 6.3 Provided satisfaction of the Conditions occursare satisfied, the Company will before 10.00 a.m. on the date of Admission in accordance with this Agreement duly register (or procure that its registrar shall duly register) the Placees as holders of the Placing Shares and, those Placees who have duly paid in the case of Placing Shares full their subscription amounts to be held in uncertificated form, Investec as agent for the Company and will procure that the Placing Shares are credited to the CREST stock accounts despatch of the relevant personsdefinitive certificates in respect of such shares as soon as reasonably practicable following Admission. 6.4 Subject to the allotment referred to in Clause 6.2 having taken place, the Broker place Investec shall, in full discharge of its obligations under this AgreementClause, as soon as practicable, and in any event within three two Business Days following Admission procure the Admission, transfer in cleared funds to the Company’s bank account (details of which are set out belowthe relevant details shall be notified in writing by the Company to Investec) the aggregate proceeds of the Placing Shares received by it Investec (less the sums specified in Clause 7.2). 6.5 The parties to this Agreement agree and acknowledge that the Placing Shares have not been and will not be registered under the US Securities Act, and may not be offered or sold within the US or to, or for the account or benefit of, US Persons except in accordance with Regulation S or pursuant to an exemption from the registration requirements of the US Securities Act. Any monies subsequently received It is acknowledged that the Placing Letters will contain a confirmation from Placees (and share certificates for the Placing Shares will bear a legend to the similar effect) to the following effect: “THE COMMON SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR (3) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE COMMON SHARES OF THE COMPANY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. 6.6 Each of the parties hereby warrants, acknowledges and agrees to and with the other party that it, any Distributor engaged by it, any affiliate of it or a Distributor engaged by it, or any person acting on behalf of the Broker foregoing: (a) has not engaged and will not engage in respect any directed selling efforts (within the meaning of Regulation S) in connection with the Placing; (b) will offer or sell the Placing Shares only in offshore transactions to non-US persons (terms used in this paragraph (b) being used as used in Regulation S); and (c) has not offered or sold and will not offer or sell any of the Placing Shares in the United States by any form of general solicitation or general advertising (within the meaning of Regulation D under the US Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the US Securities Act. 6.7 Investec, any Distributor engaged by Investec, any affiliate of Investec or a Distributor engaged by Investec, or any person acting on behalf of the foregoing further undertakes and agrees with respect to any solicitations of offers for and offers and sales of the Placing Shares that: (a) except pursuant to an effective registration statement or pursuant to an available exemption from the registration requirements of the Securities Act, it will be paid over not offer, sell or deliver any Placing Shares until six-months provided the Company is a Reporting Issuer, or otherwise until one-year, after the later of (1) the time when the Placing Shares are first offered to persons other than distributors in reliance upon Regulation S or (2) the date of closing the Placing, within the United States or to, or for the account or benefit of, a US Person; and (b) until six-months provided the Company is a Reporting Issuer, or otherwise until one-year, after the later of the commencement and the date of closing of the offering, it will not engage in hedging transactions with regard to the Placing Shares unless in compliance with the Securities Act. 6.8 In exercising its authority to procure Placees for the Placing Shares, Investec confirms to the Company that it has complied, and will comply, with all applicable provisions of the AIM Rules and, where applicable, FSMA and that it has not sought and will not seek to procure any person as soon as practicable following receipt. Bank Name: Bank Address: [Redacted: Bank Name] [Redacted: Bank Address] Swift Code: [Redacted: Swift Code] Bank Name: Bank Address: [Redacted: Bank Name] [Redacted: Bank Address] Transit Number: [Redacted: Transit Number] Institution Number: [Redacted: Institution Number] Swift Code: Beneficiary [Redacted: Swift Code] [Redacted: Beneficiary Name] Address: [Redacted: Address]a subscriber for the Placing Shares in contravention by Investec of section 21(1) FSMA or the Financial Services and Markets ▇▇▇ ▇▇▇▇ (Financial Promotion) Order 2005 or in circumstances which would require the production of an approved prospectus pursuant to section 85 FSMA or any equivalent law or regulation in any other relevant jurisdiction and that it will comply with all relevant overseas securities laws. 6.5 6.9 The Company shall undertakes that following Admission it will not register any transfer of Placing Shares in the register of stockholders of the Company not made in accordance with the provisions of Regulation S, pursuant to registration under the US Securities Act or pursuant to an available exemption from the registration requirements under the US Securities Act. 6.10 Investec has effected the Placing by sending Placing Letters to all Placees which have been completed and counter-signed by such Placees by way of confirmation of the commitments of such Placees to subscribe for Placing Shares on the basis set out therein. Investec undertakes to use its all reasonable endeavours to use enforce the proceeds terms of the Placing in the manner set out in the PresentationLetter with each Placee.