Common use of Undertakings Clause in Contracts

Undertakings. Unless otherwise authorised in writing by the Warrantholder shall holding the majority of the outstanding Warrants from time to time: 7.1 the Company shall have on the date of grant of the Warrants and shall maintain all necessary authorisations pursuant to the Law to enable it to lawfully and fully perform its obligations under this Instrument to allot and issue Ordinary Shares upon the exercise of all Warrants issued and remaining exercisable from time to time; 7.2 if at any time an offer is made to all holders of Ordinary Shares (or all such holders other than the offeror and/or any company controlled by the offeror and/or persons acting in concert with the offeror) to acquire the whole or any part of the Ordinary Share capital of the Company, the Company will as soon as possible give notice of such offer to the Warrantholders and use its best endeavours to procure that a full and adequate opportunity is given to the Warrantholders to exercise the Warrants and source funding for such exercise, and that a like offer, being one pari passu with the best terms offered to holders of Ordinary Shares, is extended in respect of any Ordinary Shares issued upon exercise of the Warrants; the publication of a scheme of arrangement providing for the acquisition by any person of the whole or any part of the Ordinary Share capital of the Company shall be deemed to be the making of an offer for the purposes of this clause 6.2 and references herein to such an offer shall be read and construed accordingly; and 7.3 if at any time an offer or invitation is made by the Company to the holders of Ordinary Shares for the purchase by the Company of any of the Ordinary Shares, the Company shall simultaneously give notice thereof to the Warrantholders who shall be entitled at any time while such offer or invitation is open for acceptance, to exercise their Warrants on the terms (subject to any adjustments pursuant to clause 4 above) on which the same could have been exercised if they had been exercisable and had been exercised on the day immediately preceding the record date for such offer or invitation.

Undertakings. Unless otherwise authorised in writing by the Warrantholder shall holding the majority of the outstanding Warrants from time to time: 7.1 the Company shall have on the date of grant of the Warrants and shall maintain all necessary authorisations pursuant to the Law to enable it to lawfully and fully perform its obligations under this Instrument to allot and issue Ordinary Shares upon the exercise of all Warrants issued and remaining exercisable from time to time; 7.2 if at any time an offer is made to all holders of Ordinary Shares (or all such holders other than the offeror and/or any company controlled by the offeror and/or persons acting in concert with the offeror) to acquire the whole or any part of the Ordinary Share capital of the Company, the Company will as soon as possible give notice of such offer to the Warrantholders and use its best endeavours to procure that a full and adequate opportunity is given to the Warrantholders to exercise the Warrants and source funding for such exercise, and that a like offer, being one pari passu with the best terms offered to holders of Ordinary Shares, is extended in respect of any Ordinary Shares issued upon exercise of the Warrants; the publication of a scheme of arrangement providing for the acquisition by any person of the whole or any part of the Ordinary Share capital of the Company shall be deemed to be the making of an offer for the purposes of this clause 6.2 7.2 and references herein to such an offer shall be read and construed accordingly; and 7.3 if at any time an offer or invitation is made by the Company to the holders of Ordinary Shares for the purchase by the Company of any of the Ordinary Shares, the Company shall simultaneously give notice thereof to the Warrantholders who shall be entitled at any time while such offer or invitation is open for acceptance, to exercise their Warrants on the terms (subject to any adjustments pursuant to clause 4 above) on which the same could have been exercised if they had been exercisable and had been exercised on the day immediately preceding the record date for such offer or invitation.

Undertakings. Unless otherwise authorised in writing by The Chargor hereby undertakes and agrees with the Warrantholder shall holding Security Trustee for the majority benefit of the outstanding Warrants from time other Finance Parties throughout the continuance of this Deed and so long as the Secured Obligations or any part thereof remains owing that, unless the Security Trustee otherwise agrees in writing, it will:- (a) NO SECURITY INTEREST: not create or attempt or agree to time: 7.1 the Company shall have on the date of grant of the Warrants and shall maintain create or permit to exist any Security Interest over all necessary authorisations pursuant to the Law to enable it to lawfully and fully perform its obligations under this Instrument to allot and issue Ordinary Shares upon the exercise of all Warrants issued and remaining exercisable from time to time; 7.2 if at any time an offer is made to all holders of Ordinary Shares (or all such holders other than the offeror and/or any company controlled by the offeror and/or persons acting in concert with the offeror) to acquire the whole or any part of the Ordinary Share capital of the Company, the Company will as soon as possible give notice of such offer Collateral or any interest therein unless contemporaneously therewith or prior thereto Indebtedness owing to the Warrantholders Finance Parties under this Deed is equally and use its best endeavours rateably secured and no Security Interest purported to procure that a full and adequate opportunity is given to the Warrantholders to exercise the Warrants and source funding for such exercise, and that a like offer, being one be created in breach of this restriction shall take priority over or rank pari passu with this Deed and with the best terms offered intent of affording the Security Trustee further and better security the Chargor agrees and declares that the rule in ▇▇▇▇▇▇▇'▇ Case or any other rule of law or equity shall not apply so as to holders affect or diminish in any way the Security Trustee's rights under this Deed provided always that upon receipt by any Finance Party of Ordinary Sharesnotice (either actual or otherwise) of any subsequent Security Interest affecting the Collateral or upon the presentation of a petition or the passing of a resolution in relation to the winding up or equivalent action in any jurisdiction of the Chargor, is extended any Finance Party may or the Security Trustee may instruct the Deposit Bank to open new or separate accounts in the name of the Chargor with that Finance Party and if that Finance Party has not in fact opened such new or separate accounts, it shall nevertheless be treated as if it has done so when the relevant event occurred and as from that time all payments made by the Chargor to any Finance Party shall (notwithstanding any legal or equitable rule or presumption to the contrary) be placed or deemed to have been placed to the credit of such new or separate accounts and shall not go in reduction of the amounts due by the Chargor to the Finance Parties at the time of such event notwithstanding that such payments had been paid into the existing accounts of the Chargor or were shown to be credited to the Chargor's existing accounts on the statements and the Finance Parties shall immediately after the time of such breach have an absolute right of appropriation of such payments; (b) THIRD PARTY RIGHT: not grant in favour of any other person any interest in or any option or other rights in respect of any Ordinary Shares issued upon exercise of the Warrants; the publication of a scheme of arrangement providing for the acquisition by any person of the whole Collateral or any part of the Ordinary Share capital of the Company shall be deemed agree or attempt to be the making of an offer for the purposes of this clause 6.2 and references herein to such an offer shall be read and construed accordingly; and 7.3 if at any time an offer or invitation is made by the Company to the holders of Ordinary Shares for the purchase by the Company of do any of the Ordinary Shares, the Company shall simultaneously give notice thereof to the Warrantholders who shall be entitled at any time while such offer foregoing (except under or invitation is open for acceptance, to exercise their Warrants on the terms (subject to any adjustments pursuant to clause 4 above) on which the same could have been exercised if they had been exercisable and had been exercised on the day immediately preceding the record date for such offer or invitation.this Deed);

Undertakings. Unless otherwise authorised The Issuer has undertaken in writing by the Warrantholder shall holding Trust Deed, inter alia, that so long as any Bond remains outstanding, save with the majority approval of an Extraordinary Resolution (as defined in the Trust Deed) of the outstanding Warrants from time Bondholders or with the approval of the Trustee where, in the opinion of the Trustee, it is not materially prejudicial to timethe interests of Bondholders to give such approval: 7.1 (i) it will use its best endeavours (a) to maintain a listing for all the Company shall have issued Shares on the date of grant of HKSE, and (b) to obtain and maintain a listing for all the Warrants and shall maintain all necessary authorisations pursuant to the Law to enable it to lawfully and fully perform its obligations under this Instrument to allot and issue Ordinary Shares upon issued on the exercise of all Warrants issued and remaining exercisable from time to time; 7.2 if at any time an offer is made to all holders of Ordinary Shares (or all such holders other than the offeror and/or any company controlled by the offeror and/or persons acting in concert with the offeror) to acquire the whole or any part of the Ordinary Share capital of the Company, the Company will as soon as possible give notice of such offer Conversion Rights attaching to the Warrantholders Bonds on the HKSE, and (c) if the Issuer is unable to obtain or maintain such listing, to use its best endeavours to procure that obtain and maintain a full listing for all the issued Shares on an Alternative Stock Exchange as the Issuer may from time to time determine (and adequate opportunity is given notify in writing to the Warrantholders Trustee) and will forthwith give notice to exercise the Warrants Bondholders in accordance with Condition 11 of the listing or delisting of the Shares (as a class) by any of such stock exchange; (ii) it will use its best endeavours to maintain the listing of the Bonds on the SGX-ST and source funding for if the Issuer is unable to maintain such exerciselisting or such listing is unduly onerous, to use its best endeavours to obtain and maintain a listing on another internationally recognised stock exchange as the Issuer may from time to time determine (with the prior written consent of the Trustee) and will forthwith give notice to the Bondholders in accordance with Condition 11 of the listing or delisting of the Bonds by any such stock exchange; (iii) it will pay the expenses of the issue of, and that a like offerall expenses of obtaining listing for, being one pari passu with Shares arising on conversion of the best terms offered to holders Bonds (save for any Taxes specified in Condition 6(B)(ii)); (iv) it will not make any reduction of Ordinary Shares, is extended its ordinary share capital or any uncalled liability in respect of any Ordinary Shares issued upon exercise of thereof except: (a) in the Warrants; the publication event of a scheme of arrangement providing for reduction in the acquisition by any person of the whole share premium account, capital redemption reserve fund or any other part of the Ordinary Share its share capital of the Company shall be deemed to be the making of an offer for the purposes of this clause 6.2 offsetting any accumulated loss or any deficit in retained earnings, where such reduction is permitted by applicable law so long as there is no change to the number of Shares in issue as a result of such reduction; or (b) in all other capital reductions, where the reduction is permitted by applicable law and references herein results in (or would, but for the provision of these Conditions relating to rounding or the carry forward of adjustments, result in) an adjustment to the Conversion Price or is otherwise taken into account for the purposes of determining whether such an offer adjustment should be made. In the Trust Deed, the Issuer has also undertaken with the Trustee that so long as any Bond remains outstanding: (i) it will reserve, free from any other pre-emptive or other similar rights, out of its authorised but unissued ordinary share capital the full number of Shares liable to be issued on conversion of the Bonds from time to time remaining outstanding and shall ensure that all Shares delivered on conversion of the Bonds will be read duly and construed accordinglyvalidly issued as fully-paid; and 7.3 if at (ii) it will not make any time an offer offer, issue, grant or invitation is made by distribute or take any action the Company effect of which would be to reduce the Conversion Price below the par value of the Shares, provided always that the Issuer shall not be prohibited from purchasing its Shares to the holders of Ordinary Shares extent permitted by law. The Issuer has also given certain other undertakings in the Trust Deed for the purchase by the Company of any protection of the Ordinary Shares, the Company shall simultaneously give notice thereof to the Warrantholders who shall be entitled at any time while such offer or invitation is open for acceptance, to exercise their Warrants on the terms (subject to any adjustments pursuant to clause 4 above) on which the same could have been exercised if they had been exercisable and had been exercised on the day immediately preceding the record date for such offer or invitationConversion Rights.

Undertakings. Unless otherwise authorised The Assignor undertakes: (a) if any amount in writing excess of US$100,000 payable or security transferrable under or in connection with this Agreement shall be or become evidenced by any authorisation, approval, licence and consent such authorisation, approval, licence and consent shall be promptly delivered to the Warrantholder shall holding Administrative Agent, duly indorsed in a manner satisfactory to the majority Administrative Agent; (b) other than in case of Claims which are not governed by German law, to maintain the security interest created by this Agreement as a perfected security interest and to defend such security interest against the claims and demands of all persons whomsoever subject to the rights of the outstanding Warrants Assignor under the Credit Agreement to dispose of the Claims; (c) other than in case of Claims which are not governed by German law, at any time and from time to time:, upon the written request of the Administrative Agent and at the sole expense of such Assignor, to promptly (unverzüglich) and duly execute and deliver, and have recorded such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, execute one or more collateral agreements (including assignments and releases) to obtain or preserve the security interest created by this Agreement in favour of the Administrative Agent and the other Secured Parties 7.1 (d) to inform the Company Administrative Agent promptly (unverzüglich) of any attachments (Pfändung) regarding any and all of the Claims or any other measures which can reasonably be expected to impair or jeopardise the Administrative Agent’s rights relating to the Claims. In the event of an attachment, the Assignor undertakes to forward to the Administrative Agent promptly (unverzüglich) a copy of the attachment order (Pfändungsbeschluss), the garnishee order (Überweisungsbeschluss) and all other documents necessary for a defence against the attachment. The Assignor shall inform the attaching creditor promptly (unverzüglich) about the Administrative Agent’s security interests pursuant to this Agreement; (e) not to assign (or purport to assign), encumber or sell any of the Claims to any third person without the Administrative Agent’s prior written consent unless already permitted or so authorised pursuant to this Agreement or the Credit Agreement; (f) to refrain from any acts or omissions which can reasonably be expected to have an adverse effect on the date validity or enforceability of grant of this Agreement or the Warrants and shall maintain all necessary authorisations pursuant to the Law to enable it to lawfully and fully perform its obligations under this Instrument to allot and issue Ordinary Shares upon the exercise of all Warrants issued and remaining exercisable from time to time; 7.2 if at any time an offer is made to all holders of Ordinary Shares security interests constituted thereunder (or all such holders other than the offeror and/or any company controlled by the offeror and/or persons acting in concert with the offeror) to acquire the whole or any part of the Ordinary Share capital of the Company, the Company will as soon as possible give notice of such offer to the Warrantholders and use its best endeavours to procure that a full and adequate opportunity is given to the Warrantholders to exercise the Warrants and source funding for such exercise, and that a like offer, being one pari passu with the best terms offered to holders of Ordinary Shares, is extended in respect of any Ordinary Shares issued upon exercise of the Warrants; the publication of a scheme of arrangement providing for the acquisition by any person of the whole or any part of the Ordinary Share capital of the Company shall be deemed to be the making of an offer for the purposes of this clause 6.2 and references herein to such an offer shall be read and construed accordinglythem); and 7.3 if at (g) to notify any time an offer or invitation is made by the Company to the holders future Debtor promptly (unverzüglich) of Ordinary Shares for the purchase by the Company of any of the Ordinary Shares, the Company shall simultaneously give notice thereof to the Warrantholders who shall be entitled at any time while such offer or invitation is open for acceptance, to exercise their Warrants on the terms this Agreement in accordance with Clause 5 (subject to any adjustments pursuant to clause 4 above) on which the same could have been exercised if they had been exercisable Disclosure and had been exercised on the day immediately preceding the record date for such offer or invitationNotification).

Undertakings. Unless otherwise authorised (a) The undersigned registrant hereby undertakes to file, during any period in writing by the Warrantholder shall holding the majority of the outstanding Warrants from time which offers or sales are being made, a post-effective amendment to time: 7.1 the Company shall have on the date of grant of the Warrants and shall maintain all necessary authorisations pursuant this registration statement (1) to include any material information with respect to the Law to enable it to lawfully and fully perform its obligations under this Instrument to allot and issue Ordinary Shares upon plan of distribution not previously disclosed in the exercise of all Warrants issued and remaining exercisable from time to time; 7.2 if at any time an offer is made to all holders of Ordinary Shares (or all such holders other than the offeror and/or any company controlled by the offeror and/or persons acting in concert with the offeror) to acquire the whole registration statement or any part material change to such information in the registration statement; (2) that, for the purpose of determining any liability under the Ordinary Share capital Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the Companysecurities offered therein, and the Company will as soon as possible give notice offering of such offer to the Warrantholders and use its best endeavours to procure securities at that a full and adequate opportunity is given to the Warrantholders to exercise the Warrants and source funding for such exercise, and that a like offer, being one pari passu with the best terms offered to holders of Ordinary Shares, is extended in respect of any Ordinary Shares issued upon exercise of the Warrants; the publication of a scheme of arrangement providing for the acquisition by any person of the whole or any part of the Ordinary Share capital of the Company time shall be deemed to be the making initial bona fide offering thereof; and (3) to remove from registration by means of an offer for the purposes of this clause 6.2 and references herein to such an offer shall be read and construed accordingly; and 7.3 if at any time an offer or invitation is made by the Company to the holders of Ordinary Shares for the purchase by the Company of a post-effective amendment any of the Ordinary Sharessecurities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the Company shall simultaneously give notice thereof registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the Warrantholders who shall question whether such indemnification by it is against public policy as expressed in the Act and will be entitled at any time while governed by the final adjudication of such offer or invitation is open for acceptance, to exercise their Warrants on the terms (subject to any adjustments pursuant to clause 4 above) on which the same could have been exercised if they had been exercisable and had been exercised on the day immediately preceding the record date for such offer or invitationissue.

Undertakings. Unless otherwise authorised The Pledgor undertakes as long as this Agreement and the Pledge shall remain in writing by the Warrantholder shall holding the majority of the outstanding Warrants from time to timeforce, that: 7.1 the Company shall have on the date of grant of the Warrants and shall maintain all necessary authorisations pursuant 5.1 it will not place or permit any Financial Instruments to the Law to enable it to lawfully and fully perform its obligations under this Instrument to allot and issue Ordinary Shares upon the exercise of all Warrants issued and remaining exercisable from time to time; 7.2 if at any time be placed in an offer is made to all holders of Ordinary Shares (or all such holders account other than the offeror and/or any company controlled by Pledged Account; 5.2 it shall not, without the offeror and/or persons acting in concert with the offerorprior consent (not to be unreasonably withheld or delayed) to acquire the whole or any part of the Ordinary Share capital of the CompanyEuropean Collateral Agent, the Company will as soon as possible give notice of such offer to the Warrantholders and use its best endeavours to procure that a full and adequate opportunity is given to the Warrantholders to exercise the Warrants and source funding for such exercise(i) assign, and that a like offertransfer, being one pari passu with the best terms offered to holders of Ordinary Shares, is extended in respect of any Ordinary Shares issued upon exercise of the Warrants; the publication of a scheme of arrangement providing for the acquisition by any person of the whole exchange or any part of the Ordinary Share capital of the Company shall be deemed to be the making of an offer for the purposes of this clause 6.2 and references herein to such an offer shall be read and construed accordingly; and 7.3 if at any time an offer or invitation is made by the Company to the holders of Ordinary Shares for the purchase by the Company otherwise dispose of any of the Ordinary SharesFinancial Instruments or (ii) incur or create or permit to subsist any third party interests (including encumbrances, pre-emptive rights, options and similar arrangements) with respect to any of the Financial Instruments. If such consent is granted, the European Collateral Agent shall promptly sign all documents and instruments necessary for the release of the security interest created hereunder over any Financial Instruments to be transferred or encumbered in accordance with this Clause 5.2; 5.3 it shall take all the reasonably necessary steps to defend its rights in respect of each of the Financial Instruments against any claim or demand of any person in order to safeguard the rights of the European Collateral Agent over the Pledged Account and shall promptly keep the European Collateral Agent informed of any such claim or demand; 5.4 it shall at all times, at its expense, promptly approve, execute and deliver (or procure to be approved, executed and delivered) all decisions, instruments and documents, and take (or procure) all actions as may be reasonably necessary or appropriate, or as the European Collateral Agent may reasonably require, to perfect or protect any security interest granted or purported to be granted hereby or to enable the European Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to the Pledged Account; 5.5 it shall not exercise the voting rights attached to any of the Financial Instruments in a way which would be likely to materially adversely affect any of the rights of the European Collateral Agent under this Agreement or the value of the Pledge created over the Pledged Account by virtue of this Agreement; and 5.6 it shall procure that the Company shall simultaneously give notice thereof provide to the Warrantholders who European Collateral Agent, upon demand, any information as the European Collateral Agent may reasonably require, reports and records in respect of the Pledged Account, including a “certificate of pledge” (attestation de constitution de ▇▇▇▇) and the Pledgor shall be entitled at any time while such offer or invitation is open for acceptance, to exercise their Warrants on the terms (subject to any adjustments pursuant to clause 4 above) on which the same could have been exercised if they had been exercisable sign all documents and had been exercised on the day immediately preceding the record date for such offer or invitationtake all actions reasonably necessary in relation thereto.

Undertakings. Unless 3.1 Each of the Issuer and the Guarantors severally undertakes (each with respect to itself unless otherwise authorised specified) with the Joint Lead Managers that: (a) it will, and the Issuer undertakes that it will also procure that each Guarantor will, on or before the Payment Instruction Date execute the Trust Deed and the Agency Agreement; (b) the Issuer, failing which the Guarantors, will bear and pay (i) any stamp or other duties or taxes on or in writing connection with the issue and delivery of the Notes and the execution and delivery of this Agreement, the Trust Deed and the Agency Agreement (together the Agreements) and (ii) any value added tax payable in connection with the commissions or other amounts payable or allowed under this Agreement and otherwise in connection with the transactions envisaged by this Agreement; (c) neither the Issuer nor any Guarantor will, between the date of this Agreement and the Closing Date (both dates inclusive), without the prior approval of the Joint Lead Managers, make any announcement which might reasonably be expected to have a material adverse effect on the marketability of the Notes, except where such announcement is required to be made forthwith by applicable laws and/or regulations, in which case it will (to the extent permitted by applicable laws and regulations and in circumstances where giving such prior notice lawfully in due time is reasonably practicable) give prior written notice to the Joint Lead Managers; (d) between the date of this Agreement and the date falling 60 calendar days after the Closing Date (both dates inclusive), none of the Issuer, any Guarantor, any other Subsidiary (as such term is defined in the Conditions) of the Issuer or any arranger, underwriter, manager or other institution or other person engaged by the Warrantholder shall holding Issuer or the majority Guarantors or any Subsidiary or acting on its or their behalf will launch any public offering of any debt securities of the outstanding Warrants Issuer, any Guarantor or any Subsidiary in the international or domestic financial markets, except with the prior written consent of the Joint Lead Managers, such consent not to be unreasonably withheld; (e) it will deliver to the Joint Lead Managers, without charge, on the date of this Agreement, and from time to time: 7.1 , such number of copies of the Company shall have Prospectus as the Joint Lead Managers may reasonably request, and will give to the Joint Lead Managers on the date of grant hereof a copy of the Warrants Prospectus signed by a duly authorised officer or signatory of the Issuer and shall maintain all necessary authorisations pursuant each Guarantor; (f) prior to admission of the Notes to trading on the regulated market of the Luxembourg Stock Exchange, it will not make any amendment or supplement to the Law Prospectus without the prior consent of the Joint Lead Managers (such consent not to enable it to lawfully and fully perform its obligations under this Instrument to allot and issue Ordinary Shares upon the exercise of all Warrants issued and remaining exercisable from time to timebe unreasonably withheld or delayed); 7.2 if at any time an offer is made to all holders of Ordinary Shares (or all such holders other than g) the offeror and/or any company controlled Issuer will use the net proceeds received by it from the offeror and/or persons acting in concert with the offeror) to acquire the whole or any part issue of the Ordinary Share capital of Notes in the Company, manner specified in the Company will as soon as possible give notice of such offer to the Warrantholders and use its best endeavours to procure that a full and adequate opportunity is given to the Warrantholders to exercise the Warrants and source funding for such exercise, and that a like offer, being one pari passu with the best terms offered to holders of Ordinary Shares, is extended in respect of any Ordinary Shares issued upon exercise of the Warrants; the publication of a scheme of arrangement providing for the acquisition by any person of the whole or any part of the Ordinary Share capital of the Company shall be deemed to be the making of an offer for the purposes of this clause 6.2 and references herein to such an offer shall be read and construed accordinglyProspectus; and 7.3 if at (h) it will ensure that proceeds raised in connection with the issue of the Notes will not directly or indirectly be lent, contributed or otherwise made available to any time an offer person or invitation is made by the Company entity (whether or not related to the holders of Ordinary Shares Issuer or the Guarantors) for the purchase by purpose of financing the Company activities of any person or for the benefit of the Ordinary Shares, the Company shall simultaneously give notice thereof to the Warrantholders who shall be entitled at any time while such offer or invitation is open for acceptance, to exercise their Warrants on the terms (country currently subject to any adjustments pursuant to clause 4 above) on which U.S. sanctions administered by the same could have been exercised if they had been exercisable and had been exercised on Office of Foreign Assets Control of the day immediately preceding U.S. Department of the record date for such offer or invitationTreasury (OFAC).

Undertakings. Unless By making the Request, the Applicant undertakes at all times throughout the term of this Agreement or any renewal thereof (unless otherwise authorised specified) and at no expense to the Issuer: (a) to enter and keep each of the Vessels entered in writing the Club, or another Protection and Indemnity Club to which the Issuer has provided prior written consent, or to maintain Other Approved Insurance, for full protection and indemnity insurance in respect of liabilities arising under law including, but not limited to, the United States Oil Pollution Act of 1990 (“OPA 90”) and the United States Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”), in the Standard Amount; (b) to keep each Vessel fully insured for the full value of the Vessel for collision liabilities, either under the terms of the Club entry or under hull and machinery policies with a reputable insurer or under a combination of both; (c) unless otherwise agreed with the Issuer, for each of the Vessels that is a tank vessel subject to quarterly U.S. Declarations, to ensure that the Issuer receives copies of the quarterly U.S. Voyage Declarations at the time such Declarations are or should have been submitted to the Club or any insurer of Other Approved Insurance; (d) to keep each of the Vessels in such condition as will entitle it to maintain the highest classification for vessels of its type and service with the classification society described on the Application Form (the “Classification Society”) and to complete all recommendations and qualifications affecting class within any period specified by the Warrantholder shall holding Classification Society so as to comply with the majority provisions of the outstanding Warrants all laws, regulations and requirements (statutory or otherwise) from time to time:time applicable to vessels registered under the same flag as the Vessel and engaged in the service in which the Vessel is engaged; 7.1 the Company shall have on the date of grant (e) to submit each of the Warrants Vessels to such periodic surveys as may be required for classification purposes and shall maintain all necessary authorisations pursuant to supply to the Law to enable it to lawfully and fully perform its obligations under this Instrument to allot and issue Ordinary Shares upon the exercise Issuer copies of all Warrants issued survey reports and remaining exercisable confirmations of class concerning the Vessels, as may be requested by the Issuer from time to time; 7.2 if (f) to comply with all statutory, regulatory and other requirements, including but not limited to such requirements established by OPA 90 and CERCLA, as are applicable to vessels operating in the trade in which the Vessels are engaged concerning the ownership of the Vessels and their operation, management and trade; (g) to immediately notify the Issuer in the event that any of the Vessels is the source of a discharge or threatened discharge under OPA 90 or release or threatened release under CERCLA; (h) without prejudice to any rights of the Issuer to terminate or take any other actions under this Agreement, to notify the Issuer immediately of any change in the written information, statements, representations, warranties and undertakings provided to the Issuer during the term of this Agreement or any renewal thereof that would make such information, statement, representation or warranty untrue or misleading, and to immediately notify the Issuer of any breach of this Agreement; (i) to notify the Issuer immediately in the event the Vessel’s P&I entry in the Club (as required by Clause 1.2(a)) or insurance by Other Approved Insurance is terminated or replaced by entry in another Club or by Other Approved Insurance and to provide a letter addressed to the Issuer, that it will provide the documentation required by Clause 3 hereof promptly after the change has taken place; (j) to supply the Issuer with any receipts or other evidences of payment for damages or removal costs paid by the Applicant; (k) to comply with all of the rules, regulations and requirements of the Club, or terms of Other Approved Insurance as amended from time to time; (l) to cooperate fully with the Issuer and to comply with all reasonable requests of the Issuer in the event that a claim or demand is made against the Issuer in respect of the Guaranty; and (m) at any time an offer is made and from time to all holders time on the request of Ordinary Shares (or the Issuer to promptly and duly execute and deliver to the Issuer any and all such holders other than further instruments, documents and things as the offeror and/or any company controlled by Issuer may consider desirable in obtaining the offeror and/or persons acting in concert with the offeror) to acquire the whole or any part full benefit of this Agreement and of the Ordinary Share capital of the Company, the Company will as soon as possible give notice of such offer to the Warrantholders rights and use its best endeavours to procure that a full and adequate opportunity is given to the Warrantholders to exercise the Warrants and source funding for such exercise, and that a like offer, being one pari passu with the best terms offered to holders of Ordinary Shares, is extended in respect of any Ordinary Shares issued upon exercise of the Warrants; the publication of a scheme of arrangement providing for the acquisition by any person of the whole or any part of the Ordinary Share capital of the Company shall be deemed to be the making of an offer for the purposes of this clause 6.2 and references powers herein to such an offer shall be read and construed accordingly; and 7.3 if at any time an offer or invitation is made by the Company to the holders of Ordinary Shares for the purchase by the Company of any of the Ordinary Shares, the Company shall simultaneously give notice thereof to the Warrantholders who shall be entitled at any time while such offer or invitation is open for acceptance, to exercise their Warrants on the terms (subject to any adjustments pursuant to clause 4 above) on which the same could have been exercised if they had been exercisable and had been exercised on the day immediately preceding the record date for such offer or invitationgranted.

Undertakings. Unless otherwise authorised The Assignor undertakes: (a) to inform the Security Agent promptly of any subsequent changes in writing by the Warrantholder shall holding the majority value of any of the outstanding Warrants Claims resulting from time any complaints, price discounts, set off or other reasons, after becoming aware of such changes, provided any such change, or such changes in aggregate, might have a material adverse effect on the Security granted hereunder; (b) to timenotify the Security Agent promptly of any event or circumstance other than interpretation of law which affects or is reasonably likely to adversely affect the validity or enforceability of this Agreement; (c) at its own expense, to execute and do all such assurances, acts and things as the Security Agent may reasonably require: 7.1 (i) for perfecting or protecting the Company shall have on security intended to be afforded by this Agreement; and (ii) if the date of grant of Security granted hereunder has become enforceable, for facilitating the Warrants and shall maintain all necessary authorisations pursuant to the Law to enable it to lawfully and fully perform its obligations under this Instrument to allot and issue Ordinary Shares upon the exercise realisation of all Warrants issued and remaining exercisable from time to time; 7.2 if at any time an offer is made to all holders of Ordinary Shares (or all such holders other than the offeror and/or any company controlled by the offeror and/or persons acting in concert with the offeror) to acquire the whole or any part of the Ordinary Share capital of Claims which are subject to this Agreement and the Company, the Company will as soon as possible give notice of such offer to the Warrantholders and use its best endeavours to procure that a full and adequate opportunity is given to the Warrantholders to exercise the Warrants and source funding for such exercise, and that a like offer, being one pari passu with the best terms offered to holders of Ordinary Shares, is extended in respect of any Ordinary Shares issued upon exercise of all powers, authorities and discretions vested in the Warrants; the publication Security Agent or in any receiver of a scheme of arrangement providing for the acquisition by any person of the whole all or any part of those Claims; and in particular to execute all transfers, conveyances, assignments and releases of that property whether to the Ordinary Share capital of Security Agent or to its nominees and give all notices, orders and directions which the Company shall be deemed to be the making of an offer for the purposes of this clause 6.2 and references herein to such an offer shall be read and construed accordinglySecurity Agent may reasonably think expedient; and 7.3 if at any time an offer (d) not to assign or invitation is made by the Company to the holders of Ordinary Shares for the purchase by the Company of sell any of the Ordinary SharesClaims to any third party without the Security Agent’s prior written consent; and (e) to inform the Security Agent promptly of any attachments (Pfändung) regarding any and all of the Claims or any other measures which may impair or jeopardise the Security Agent’s rights relating to the Claims. In the event of an attachment, the Company shall simultaneously give notice thereof Assignor undertakes to forward to the Warrantholders who Security Agent promptly a copy of the attachment order (Pfändungsbeschluss), the garnishee order (Überweisungsbeschluss) and all other documents necessary for a defence against the attachment. The Assignor shall be entitled at any time while such offer or invitation is open for acceptance, to exercise their Warrants on inform the terms (subject to any adjustments pursuant to clause 4 above) on which attaching creditor promptly about the same could have been exercised if they had been exercisable and had been exercised on the day immediately preceding the record date for such offer or invitationSecurity Agent’s security interests.

Undertakings. Unless otherwise authorised in writing by the Warrantholder shall holding the majority Each of the outstanding Warrants from time to time: 7.1 Borrower and Assignors hereby jointly and severally undertakes and agrees with the Company shall have on Security Trustee for the date of grant benefit of the Warrants Security Trustee and shall maintain the Finance Parties throughout the continuance of this Assignment and so long as the Secured Obligations or any part thereof remains owing that, unless the Security Trustee otherwise agrees in writing, it will:- (a) perform all necessary authorisations pursuant to the Law to enable it to lawfully and fully perform its obligations under this Instrument the Insurances; (b) notify the Security Trustee of any breach by any party to allot and issue Ordinary Shares the Insurances; (c) give to the Security Trustee upon the exercise receipt copies of all Warrants issued cover notes, policies, notices, requests and remaining exercisable from time other documents sent or received with respect to timethe Insurances; 7.2 if at (d) give to the Security Trustee such information regarding the Collateral as the Security Trustee shall reasonably require; (e) do or permit to be done every act or thing which the Security Trustee may require to be done for the purpose of enforcing the rights of the Security Trustee hereunder and will allow its name to be used as and when required for that purpose; (f) not amend or agree to amend the Insurances or waive any time an offer is made of its rights thereunder, except in accordance with Clause 16.5 of the Facility Agreement; (g) not create or attempt or agree to create or permit to exist any Security Interest over all holders of Ordinary Shares (or all such holders other than the offeror and/or any company controlled by the offeror and/or persons acting in concert with the offeror) to acquire the whole or any part of the Ordinary Share capital Collateral or any interest therein or otherwise sell, transfer, assign, deal with or dispose of the Company, the Company will as soon as possible give notice of such offer to the Warrantholders and use its best endeavours to procure that a full and adequate opportunity is given to the Warrantholders to exercise the Warrants and source funding for such exercise, and that a like offer, being one pari passu with the best terms offered to holders of Ordinary Shares, is extended in respect of any Ordinary Shares issued upon exercise of the Warrants; the publication of a scheme of arrangement providing for the acquisition by any person of the whole all or any part of the Ordinary Share capital Collateral (except under or pursuant to this Assignment) or attempt or agree to do any of the Company shall be deemed same; (h) not sell or agree to be sell, transfer or assign, any part of the making Collateral; (i) not grant in favour of an offer for the purposes of this clause 6.2 and references herein to such an offer shall be read and construed accordingly; and 7.3 if at any time an offer other person any interest in or invitation is made by the Company to the holders of Ordinary Shares for the purchase by the Company any option or other rights in respect of any of the Ordinary SharesCollateral; (j) not do or cause or permit to be done anything which may in any way depreciate, jeopardise or otherwise prejudice the Company shall simultaneously give notice thereof value of the Security Trustee's security hereunder; (k) punctually pay all premiums or sums of money necessary for effecting such Insurances and endorse over, produce or deliver to the Warrantholders who shall be entitled at Security Trustee all policy or policies of insurance and the receipts for every such payment; (l) promptly advise the Security Trustee upon any time while such offer of the following: (i) if any Insurer cancels, purports to cancel or invitation is open for acceptance, gives notice of cancellation of any of the Insurances; [Group Assignment of Insurances] (ii) any purported or actual variation or alteration to exercise their Warrants on the terms of or termination or expiry of any of the Insurances; (iii) any default in the payment of any premium or call; (iv) knowledge of any act or omission or event which might invalidate or render unenforceable in whole or in part of any of the Insurances; (m) take all reasonable steps which may be necessary or expedient to keep the Insurances in full force and effect in such manner and to such extent as is reasonable and customary for a business enterprise engaged in the same or similar business and in the same locations as the Borrower and the relevant Assignor, and whose practice is not to self-insure; (n) not, without the prior written consent of the Security Trustee, waive, release, settle, compromise or abandon any claim made in relation to or under the Insurances or do or omit to do any other act or thing whereby the recovery in full of any amounts in respect of the Insurances as and when they become payable may be impeded; and (o) subject to any adjustments pursuant to clause 4 aboveClause 16.5 of the Facility Agreement, renew all policies or contracts of Insurances within fourteen (14) on which days of the same could have been exercised if they had been exercisable and had been exercised on the day immediately preceding the record date for expiry of such offer policies or invitationcontracts.

Undertakings. Unless otherwise authorised in writing by 7.1 Subject to Clause 8 of this Agreement and applicable Law, from the Warrantholder shall holding Execution Date until the majority of the outstanding Warrants from time to time: 7.1 Completion Date, the Company shall ensure that the Purchaser and its Representatives have on reasonable access at reasonable times, and upon the date Purchaser’s written request of grant at least three (3) Business Days, to all relevant personnel, officers, employees, agents, accountants, properties (including each of the Warrants Sites) and shall maintain all necessary authorisations pursuant to the Law to enable it to lawfully and fully perform its obligations under this Instrument to allot and issue Ordinary Shares upon the exercise of all Warrants issued and remaining exercisable from time to time; 7.2 if at any time an offer is made to all holders of Ordinary Shares (or all such holders other than the offeror and/or any company controlled by the offeror and/or persons acting in concert with the offeror) to acquire the whole or any part of the Ordinary Share capital facilities of the Company, all relevant books and records relating to the Company, and all relevant contracts, files and agreements and other documentation specifically required in connection with operating the Company will as soon as possible give notice of such offer to in the Warrantholders and use its best endeavours to procure that a full and adequate opportunity is given to the Warrantholders to exercise the Warrants and source funding for such exercise, and that a like offer, being one pari passu with the best terms offered to holders of Ordinary Shares, is extended in respect of any Ordinary Shares issued upon exercise of the Warrants; the publication of a scheme of arrangement providing for the acquisition by any person of the whole possession or any part of the Ordinary Share capital control of the Company relating to the Company or any of the Sites and, upon the Purchaser’s written request of at least three (3) Business Days, the Company shall provide the Purchaser with copies of such documents in the usual and customary format as maintained in the ordinary course (including in the case of electronically stored information, in suitable electronic form), all only to the extent as may be reasonably requested by the Purchaser in connection with the transactions contemplated by this Agreement or as needed to complete pre-integration compliance due diligence of the Company. Notwithstanding the foregoing, the Sellers and the Company shall not be required to provide the Purchaser and its Representatives with access to or copies of any information in violation of any Law or Order. The Purchaser shall ensure that all Representatives of the Purchaser shall maintain confidentiality for all such information as is required to be maintained by the Purchaser under this Agreement and any breach of such confidentiality on the part of any such Representatives of the Purchaser shall be deemed to be a breach on the part of the Purchaser. It is hereby agreed that the Purchaser shall be deemed to have complied with this obligation if it has informed its Representatives of such confidentiality requirement by way of providing for the inclusion of an appropriate provision to this effect in the agreements or other arrangements entered into with such Representatives. 7.2 Subject to each Party’s compliance with the Anti-Bribery Laws and any other applicable Law, to the extent applicable, each Party agrees to use its commercially reasonable best endeavours to achieve the following: (a) to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement, and to cooperate with the other in connection with the foregoing; (b) to refrain from taking, or cause to be refrained from taking, any action and to refrain from doing or causing to be done, anything which could reasonably be expected to impede or impair the consummation and the making effective as promptly as practicable the transactions contemplated by this Agreement, including, without limitation, using its commercially reasonable endeavours to (i) obtain all necessary Governmental Approvals from Governmental Authorities, (ii) obtain or make all Governmental Approvals that are required to be obtained under any Law or Order as well as any consents, approvals, actions, filings and notices that are required under any contract, (iii) prevent entry of, or to lift or rescind, any injunction or restraining order or other Order adversely affecting the ability of an offer the Parties to consummate the transactions contemplated by this Agreement, and (iv) effect all necessary registrations and filings, including, but not limited to, filings and submissions of information requested or required by any Governmental Authority; (c) the Sellers hereby agree that the Sellers shall (and shall, by way of exercising their respective contractual and voting rights in the Company, endeavour to cause the Company to) cooperate and share information and provide documentation as may be needed by the Purchaser to obtain the approval of the CCI and FIPB for the purposes of transactions contemplated by this clause 6.2 and references herein to such an offer shall be read and construed accordinglyAgreement; and (d) each Seller shall, as promptly as practicable, use its commercially best endeavours to exercise its contractual and voting rights, including at the board and shareholders meetings of the Company, in manner such that the Company fulfills its covenants and undertakings under this Agreement and each Seller shall refrain from exercising its contractual and voting rights, including at the board and shareholders meetings of the Company, in manner such that the Company as would prevent it from fulfilling its covenants and undertakings under this Agreement. 7.3 if at Notwithstanding anything in Clause 7.2, other than as contemplated in this Agreement, neither the Sellers nor the Company shall agree to any time an offer modifications, amendments, supplements or invitation is made the like that are necessary to obtain any required Governmental Approvals, Orders, consents, approvals, assignments or other arrangements, required to consummate the transactions contemplated by this Agreement, without the prior written approval of the Purchaser, which shall not be unreasonably withheld, conditioned or delayed, and the Company shall pay all fees and expenses of any modifications, amendments, supplements or the like that are implemented by the Company between the date hereof and the Completion Date that are necessary to secure any such Governmental Approval, Order, consent, approval, assignment or other arrangement. Provided however, that, in the holders of Ordinary Shares event the Purchaser fails to take commercially reasonable action requested by any Third Party whose consent is required for the purchase by the Company of any consummation of the Ordinary Sharestransactions contemplated by this Agreement, the Sellers and the Company shall simultaneously give notice thereof cease to be responsible for obtaining the Warrantholders who shall be entitled at consent of such Third Party or for any time while such offer or invitation is open for acceptance, to exercise their Warrants on the terms (subject to any adjustments Loss suffered pursuant to clause 4 above) on which such refusal of the same could have been exercised if they had been exercisable and had been exercised on Purchaser. 7.4 Each Party shall give each other Party prompt written notice upon the day immediately preceding Party giving such notice becoming aware that any representation or warranty made by such Party pursuant to this Agreement is no longer true or is likely not to be true as of the record date for such offer or invitationCompletion Date.

Undertakings. Unless otherwise authorised 4.01 The Customer undertakes: (a) that the Receivables are and shall be in writing by the Warrantholder shall holding the majority sole beneficial ownership of the outstanding Warrants Customer, free from time to time: 7.1 the Company shall have on the date of grant of the Warrants encumbrances and shall maintain all necessary authorisations claims except pursuant to the Law this Assignment; (b) to enable it to lawfully and fully perform its obligations under this Instrument the Arrangement in a prompt and diligent manner, to allot take all necessary steps which are reasonable and issue Ordinary Shares upon prudent to procure the exercise due performance by the Counterparty of its obligations under the Arrangement, to notify the Bank of any default by the Customer and/or the Counterparty under the Arrangement and to institute and maintain all Warrants issued such proceedings as may be necessary or expedient to enforce the Arrangement or preserve or protect the interests of the Customer under the Arrangement; (c) to get in and remaining exercisable realise the Receivables in the ordinary course of its business and, until notice is given by the Bank under Clause 4.01 (h), promptly pay into the Receipt Account all proceeds of the getting in and realisation and all moneys which it may receive in respect of the Receivables forthwith on receipt (except to the extent that the Bank may agree otherwise in writing) and, pending such payment, to hold such proceeds and moneys on trust for the Bank; (d) if so required by the Bank, execute a charge over the Receipt Account (in such form satisfactory in all respects to the Bank) and charge by way of first fixed charge to the Bank all the Customer’s rights, title, interest and benefit of and in all monies standing to the credit of the Receipt Account and all interest from time to timetime payable thereon and all right, title and interest of the Customer, present and future, thereto and therein; 7.2 if at any time an offer is made (e) not to all holders withdraw, assign, charge, encumber, transfer or otherwise dispose of Ordinary Shares (or all such holders other than the offeror and/or any company controlled by the offeror and/or persons acting in concert deal with the offeror) to acquire the whole or any part of the Ordinary Share capital monies standing to the credit of the CompanyReceipt Account or any interest therein, the Company will as soon as possible give notice of such offer unless and to the Warrantholders and use its best endeavours to procure extent that a full and adequate opportunity is given to the Warrantholders to exercise the Warrants and source funding for such exercise, and that a like offer, being one pari passu with the best terms offered to holders of Ordinary Shares, is extended Bank shall agree thereto in respect of any Ordinary Shares issued upon exercise of the Warrants; the publication of a scheme of arrangement providing for the acquisition by any person of the whole or any part of the Ordinary Share capital of the Company shall be deemed to be the making of an offer for the purposes of this clause 6.2 and references herein to such an offer shall be read and construed accordingly; and 7.3 if at any time an offer or invitation is made by the Company to the holders of Ordinary Shares for the purchase by the Company of any of the Ordinary Shares, the Company shall simultaneously give notice thereof to the Warrantholders who shall be entitled at any time while such offer or invitation is open for acceptance, to exercise their Warrants on the terms (subject to any adjustments pursuant to clause 4 above) on which the same could have been exercised if they had been exercisable and had been exercised on the day immediately preceding the record date for such offer or invitation.writing;

Undertakings. Unless otherwise authorised in writing by the Warrantholder shall holding the majority Each of the outstanding Warrants from time to time: 7.1 the Company shall have on the date of grant of the Warrants and shall maintain all necessary authorisations pursuant to the Law to enable it to lawfully and fully perform its obligations under this Instrument to allot and issue Ordinary Shares upon the exercise of all Warrants issued and remaining exercisable from time to time; 7.2 if at any time an offer is made to all holders of Ordinary Shares Creditors (or all such holders other than the offeror and/or Trustees) and each Trustee (for itself and as trustee for the relevant Creditors) undertakes that except as otherwise expressly provided in this Agreement: (a) it will not contest or challenge the validity, perfection, priority, effectiveness or enforceability of any company controlled by or all of the offeror and/or persons acting Debt or any guarantee or Security granted or purported to be granted in concert with the offerorrespect thereof; (b) to acquire the whole extent that it is reasonably practicable to do so, each Creditor (provided, in the case of each of the Trustees that its costs and expenses in so acting have been paid or indemnified to its satisfaction) shall give all necessary instructions to any paying agents, registrars, custodians, nominees, book entry depositories or agents performing similar functions in order to implement and give effect at all times to the arrangements contemplated by this Agreement; (c) to the extent that a Creditor receives any amount (or an increased amount) that it would not have received but for: (i) any invalidity, failure to perfect or unenforceability of any or all of the Debt or any part of the Ordinary Share capital of the Company, the Company will as soon as possible give notice of such offer guarantee or any Security granted or purported to the Warrantholders and use its best endeavours to procure that a full and adequate opportunity is given to the Warrantholders to exercise the Warrants and source funding for such exercise, and that a like offer, being one pari passu with the best terms offered to holders of Ordinary Shares, is extended be granted in respect of any Ordinary Shares issued upon exercise of the Warrants; Debt or the publication of a scheme of arrangement providing for the acquisition by any person of the whole or any part of the Ordinary Share capital of the Company shall be deemed failure to take Security over assets intended to be the making of an offer for the purposes of this clause 6.2 and references herein to such an offer shall be read and construed accordingly; and 7.3 if at any time an offer or invitation is made by the Company to the holders of Ordinary Shares for the purchase by the Company subject of any of the Ordinary SharesTransaction Security Documents; (ii) any failure of any ranking of Security interests; (iii) any of the Security granted or purported to be granted under the Transaction Security Documents being set aside in connection with any Insolvency Event; or (iv) any claims being subordinated pursuant to applicable law, the Company relevant Creditor (and in the case of any Trustee, subject to Clause 18 (The Security Agent) and to Clause 19 (The Notes Trustee)) shall simultaneously give notice thereof forthwith pay such amount or increased amount to the Warrantholders who shall be entitled at Security Agent for application in accordance with Clause 14.1 (Order of Application) as far as permitted by applicable law; and (d) it will not contest, challenge, impair or impede any time while such offer or invitation is open for acceptance, to exercise their Warrants on Enforcement Action taken in accordance with the terms of this Agreement (subject or any delay or failure to take any adjustments pursuant to clause 4 aboveEnforcement Action) on which the same could have been exercised if they had been exercisable and had been exercised on the day immediately preceding the record date for such offer or invitationby any Creditor.

Undertakings. Unless otherwise authorised in writing 5.1 The Company undertakes that, upon the exercise by the Warrantholder shall holding the majority Holder of the outstanding Warrants from time to timeWarrant, each Warrant Share shall: 7.1 (a) be validly issued and fully paid-up and free from any existing pre-emptive rights under the articles of association of the Company shall have on (“Articles of Association”); (b) participate in all dividends allocated to the date of grant of dividend reserves maintained for the Warrants and shall maintain all necessary authorisations Common Shares; and (c) entitle the holder thereof to the shareholder’s rights conferred upon shareholders pursuant to the Law to enable it to lawfully Articles of Association and fully perform its obligations under this Instrument to allot and issue Ordinary Shares upon Netherlands Law. 5.2 The Company furthermore undertakes, save with the exercise consent of all Warrants issued and remaining exercisable from time to time;the Holder, which shall not be unreasonably withheld: 7.2 (a) that if at any time an offer is made to all holders of Ordinary Common Shares (or all such holders other than the offeror and/or any company controlled by the offeror and/or persons acting in concert with the offeror) to acquire the whole of or any part a proportion of the Ordinary Share capital of the CompanyCommon Shares, the Company will as soon as possible give notice of such offer to the Warrantholders Holder and use its best endeavours to procure that a full and adequate opportunity is given to the Warrantholders Holder to exercise the Warrants and source funding for such exercise, its Warrant and that a like offer, offer (being one pari passu with the best terms offered to holders in respect of Ordinary the other Common Shares, ) is extended in respect of any Ordinary Common Shares issued upon the exercise of Warrant; (b) that it will pay (i) all taxes, stamp and other duties and charges in respect of the creation and issue of the Warrant and (ii) reasonable out of pocket costs in relation to any amendment, waiver or consent requested by or on behalf of the Company and (iii) reasonable out of pocket costs in relation to the enforcement of, or the preservation of any rights of a Holder under this Warrant. 5.3 The Company agrees to procure that such number of Common Shares as equals the number of Warrants from time to time shall be reserved out of the Company’s authorised share capital for issue to the Holder upon the exercise of the Warrants; the publication of a scheme of arrangement providing for the acquisition by any person of the whole or any part of the Ordinary Share capital of the Company shall be deemed to be the making of an offer for the purposes of this clause 6.2 and references herein to such an offer shall be read and construed accordingly; and 7.3 if at any time an offer or invitation is made by the Company to the holders of Ordinary Shares for the purchase by the Company of any of the Ordinary Shares, the Company shall simultaneously give notice thereof to the Warrantholders who shall be entitled at any time while such offer or invitation is open for acceptance, to exercise their Warrants on the terms (subject to any adjustments pursuant to clause 4 above) on which the same could have been exercised if they had been exercisable and had been exercised on the day immediately preceding the record date for such offer or invitationWarrant in accordance with Clause 1.

Undertakings. Unless otherwise authorised The Assignor undertakes: (a) not to take any steps, including without limitation to the exercise of any right it has under any agreement under which the Claims arise, which may jeopardise or materially adversely affect the security interest constituted in writing by this Agreement. (b) to provide the Warrantholder shall holding Assignee promptly at its reasonable request all information and documents which are necessary to asserting the majority Claims. (c) to procure, to the extent possible under Swiss law, that no executory seizure is made on the Claims, and that any conservatory seizure thereon is lifted within sixty (60) days of it first being made; and to inform the Assignee promptly of any attachments (Pfandungen, Arrest) regarding any and all of the outstanding Warrants Claims or any other measures EXECUTION VERSION which may impair or jeopardise the Assignee's rights relating to the Claims. In the event of an attachment, the Assignor undertakes to forward to the Assignee without undue delay a copy of the attachment order (Pfandungsurkunde, Arrestbefehl) and all other documents necessary for a defence against the attachment or its realisation. The Assignor shall inform the attaching creditor promptly about the Assignee's security interests; (d) to notify the Assignee promptly of any event or circumstance which might materially adversely affect the validity or enforceability of this Agreement; (e) to promptly execute such further instruments and documents and do such other acts as are necessary in order to fully effect the purposes of this Agreement as the Assignee may from time to time:time reasonably request upon written instructions from the Requisite Noteholders; 7.1 the Company shall have on the date of grant (f) not to assign or sell any of the Warrants and shall maintain all necessary authorisations pursuant Claims to any third party without the Assignee's prior written consent, except as permitted under the Credit Documents; (g) not to enter into any kind of arrangement that would provide for the non-assignability of any assigned Claims or subject the assignability to the Law to enable it to lawfully and fully perform its obligations under this Instrument to allot and issue Ordinary Shares upon the exercise consent of all Warrants issued and remaining exercisable from time to time; 7.2 if at any time an offer is made to all holders of Ordinary Shares (or all such holders a party other than the offeror and/or Assignee, without the prior written consent of the Assignee; (h) not to dispose of the amounts standing to the credit of any company controlled Bank Account other than in the ordinary course of business or where such a disposal is required by law or approved by the offeror and/or persons acting Assignee in concert with advance in writing; and (i) in relation to the offerorconduct of its business, to exclusively use the Bank Accounts, and, in particular, (i) to acquire the whole or any part of the Ordinary Share capital of the Company, the Company will as soon as possible give notice of such offer to the Warrantholders and generally use its best endeavours to procure ensure that a full all Debtors and adequate opportunity is given other persons make payments in relation to Claims to the Warrantholders to exercise the Warrants and source funding for such exerciseBank Accounts, and (ii) promptly forward any Trade Receivables that have been paid otherwise than into the Bank Accounts to the Bank Accounts. (j) Without delay and in any event no later than five (5) Business Days following the date of acquisition of an Intra-Group Receivable arising from a like offerdebtor or counterparty that is not listed on Schedule 1-A (as supplemented from time to time), the Assignor shall deliver a written notice to the Assignee, setting forth the name and address of such additional debtor or counterparty (it being one pari passu with the best terms offered to holders of Ordinary Shares, is extended in respect of any Ordinary Shares issued upon exercise of the Warrants; the publication of a scheme of arrangement providing for the acquisition by any person of the whole or any part of the Ordinary Share capital of the Company understood that such written notice shall be deemed to be the making of an offer supplement Schedule 1-A annexed hereto for the all purposes of this clause 6.2 Agreement); and references herein without delay and in any event no later than five (5) Business Days following the date that the Assignor opens any Bank Account at a Person that is not listed on Schedule 1-B (as supplemented from time to time), the Assignor shall deliver a written notice to the Assignee, setting forth the name and address of such an offer Person and the account number of such Bank Account (it being understood that such written notice shall be read deemed to supplement Schedule 1-B annexed hereto for all purposes of this Agreement); and construed accordingly; and 7.3 if at without delay and in any event no later than five (5) Business Days following the date that the Assignor enters into an insurance contract with a Person that is not listed on Schedule 1-C (as supplemented from time an offer or invitation is made by to time), the Company Assignor shall deliver a written notice to the holders Assignee, setting forth the name and address of Ordinary Shares for such Person and the purchase by the Company contract number of any of the Ordinary Shares, the Company shall simultaneously give such insurance contract (it being understood that such written notice thereof to the Warrantholders who shall be entitled at any time while such offer or invitation is open deemed to supplement Schedule 1-C annexed hereto for acceptance, to exercise their Warrants on the terms (subject to any adjustments pursuant to clause 4 above) on which the same could have been exercised if they had been exercisable and had been exercised on the day immediately preceding the record date for such offer or invitation.all purposes of this Agreement). EXECUTION VERSION

Undertakings. Unless otherwise authorised in writing by 7.1 The Issuer undertakes and warrants, inter alia, that so long as there are any Outstanding Warrants save with the Warrantholder shall holding the majority approval of a Special Resolution of the outstanding Warrantholders, it shall (and, where applicable, shall procure that its Subsidiaries shall): (a) continue to be primarily engaged in the Principal Business in which it is engaged as at the date hereof; (b) use all reasonable endeavours: (i) to maintain a listing for all the issued Shares on the Hong Kong Stock Exchange; (ii) to obtain and maintain a listing for all the Shares issued on the exercise of the Exercise Rights attaching to the Warrants on the Hong Kong Stock Exchange; and (iii) if the Issuer is unable to maintain or obtain such listing, to obtain and maintain a listing for all the Shares issued on the exercise of the Exercise Rights on an Alternative Stock Exchange as the Issuer with the approval by an Ordinary Resolution of the Warrantholders may from time to time determine and will forthwith give notice to the Warrantholders (in accordance with Condition 12) of the listing or delisting of the Shares (as a class) by any of such stock exchanges; (c) pay the expenses of the issue of, and all expenses of obtaining listing for, Shares arising on exercise of the Warrants; (d) comply in all material respects with all the rules, regulations and requirements of the Hong Kong Stock Exchange (including the Listing Rules) or the Alternative Stock Exchange (if applicable); (e) comply in all material respects with all applicable laws and regulations, including without limitation, the Foreign Corrupt Practices ▇▇▇ ▇▇▇▇, as amended, or any other applicable anti-corruption legislation; (f) reserve, free from any pre-emptive or other similar rights, out of its authorised but unissued ordinary share capital, the full number of Shares liable to be issued on exercise of the Warrants from time to time: 7.1 the Company shall have on the date of grant of the Warrants time and shall maintain will ensure that all necessary authorisations pursuant to the Law to enable it to lawfully Shares will be duly and fully perform its obligations under this Instrument to allot and issue Ordinary Shares upon the exercise of all Warrants validly issued and remaining exercisable from time to time; 7.2 if at any time an offer is made to all holders of Ordinary Shares (or all such holders other than the offeror and/or any company controlled by the offeror and/or persons acting in concert with the offeror) to acquire the whole or any part of the Ordinary Share capital of the Company, the Company will as soon as possible give notice of such offer to the Warrantholders and use its best endeavours to procure that a full and adequate opportunity is given to the Warrantholders to exercise the Warrants and source funding for such exercise, and that a like offer, being one pari passu with the best terms offered to holders of Ordinary Shares, is extended in respect of any Ordinary Shares issued upon exercise of the Warrants; the publication of a scheme of arrangement providing for the acquisition by any person of the whole or any part of the Ordinary Share capital of the Company shall be deemed to be the making of an offer for the purposes of this clause 6.2 and references herein to such an offer shall be read and construed accordinglyfully-paid; and 7.3 if at (g) not make any time an offer offer, issue or invitation is made by distribution or take any action the Company effect of which would be to reduce the Exercise Price below the par value of the Shares of the Issuer, provided always that the Issuer shall not be prohibited from purchasing its Shares to the holders of Ordinary Shares for the purchase extent permitted by the Company of any of the Ordinary Shares, the Company shall simultaneously give notice thereof to the Warrantholders who shall be entitled at any time while such offer or invitation is open for acceptance, to exercise their Warrants on the terms (subject to any adjustments pursuant to clause 4 above) on which the same could have been exercised if they had been exercisable and had been exercised on the day immediately preceding the record date for such offer or invitationlaw.

Undertakings. Unless otherwise authorised in writing by The Issuer undertakes that so long as the Warrantholder shall holding the majority of the outstanding Warrants from time to time: 7.1 the Company shall have on the date of grant of the Warrants and shall maintain all necessary authorisations pursuant to the Law to enable it to lawfully and fully perform its obligations under this Instrument to allot and issue Ordinary Shares upon the exercise of all Warrants issued and remaining exercisable from time to time; 7.2 if at any time an offer is made to all holders of Ordinary Shares (or all such holders other than the offeror and/or any company controlled by the offeror and/or persons acting in concert with the offeror) to acquire the whole Bonds or any part thereof remain outstanding, save with the prior approval of the Ordinary Share capital of the Company, the Company Bondholder: (i) it will as soon as possible give notice of such offer to the Warrantholders and use its best endeavours (A) to procure that maintain a full and adequate opportunity is given to listing for all the Warrantholders to exercise issued Shares on the Warrants and source funding for such exerciseStock Exchange, and that (B) to obtain and maintain a like offer, being one pari passu with listing for all the best terms offered to holders of Ordinary Shares, is extended in respect of any Ordinary Conversion Shares issued upon on the exercise of the Warrants; Conversion Rights attaching to the publication Bonds on the Stock Exchange; (ii) it will pay the expenses of a scheme the issue of, and all expenses of arrangement providing obtaining listing for, the Conversion Shares arising on conversion of the Bonds; (iii) it will not make any reduction of its ordinary share capital or any uncalled liability in respect thereof or of any share premium account or capital redemption reserve fund except, in each case, where the reduction is permitted by applicable law and results in (or would, but for the acquisition by any person provision of these Conditions relating to rounding or the whole carry forward of adjustments, result in) an adjustment to the Conversion Price or any part of the Ordinary Share capital of the Company shall be deemed to be the making of an offer is otherwise taken into account for the purposes of this clause 6.2 and references herein to determining whether such an offer adjustment should be made (and for the avoidance of doubt, shall not restrict the Issuer from repurchasing any Shares on the Stock Exchange in accordance with the Listing Rules and applicable law); (iv) it will comply with any law, rule, regulation, judgment, order, authorization or decree of any government, governmental or regulatory body or court, domestic or foreign having jurisdiction over the Issuer or any Subsidiary or any of their respective assets and properties; (v) not in any way modify the rights attaching to the Shares with respect to voting, dividends or liquidation; (vi) reserve, free from any pre-emptive or other similar rights, out of its authorized but unissued ordinary share capital, the full number of Shares liable to be read issued on conversion of the Bonds from time to time and construed accordinglywill ensure that all Shares will be duly and validly issued as fully-paid; and 7.3 if at (vii) not make any time an offer offer, issue or invitation is made by distribution or take any action the Company effect of which would be to reduce the holders of Ordinary Shares for Conversion Price below the purchase by the Company of any par value of the Ordinary Shares, Shares of the Company shall simultaneously give notice thereof to the Warrantholders who shall be entitled at any time while such offer or invitation is open for acceptance, to exercise their Warrants on the terms (subject to any adjustments pursuant to clause 4 above) on which the same could have been exercised if they had been exercisable and had been exercised on the day immediately preceding the record date for such offer or invitationIssuer.

Undertakings. Unless otherwise authorised The Borrower undertakes that it shall: not encumber its cash flows or income in writing favour of, nor utilize the same to pay any of, its current or subsequent creditors in respect of such cash flows, other than in the ordinary course of business; furnish ATIS with its audited annual financial statements to ATIS as soon as they are available, but not later than 180 days after the date of its financial year end; not give subsequent creditors preferential creditor status, without the prior written consent of ATIS which consent shall not be unreasonably withheld or delayed; not ring-fence or cede any income stream on which it relies upon to fulfil its repayment obligations in terms of this Agreement, without ATIS’s prior written approval, which consent shall not be unreasonably withheld or delayed; furnish ATIS with such financial information as may be reasonably requested by the Warrantholder shall holding the majority of the outstanding Warrants ATIS from time to time: 7.1 time on 10 (ten) days’ notice from ATIS; not cede any of its rights or delegate any of its obligations in terms hereof to another person without the Company prior written approval of ATIS which approval shall not be unreasonably withheld or delayed; immediately notify ATIS of any statutory change to the functions, powers, duties, rights or obligations of the Borrower which may have a Material Adverse Effect on the date of grant of the Warrants and shall maintain all necessary authorisations pursuant Borrower’s ability to the Law to enable it to lawfully and fully perform meet its obligations under this Instrument to allot and issue Ordinary Shares upon Agreement: In the exercise of all Warrants issued and remaining exercisable from time to time; 7.2 if at any time an offer is made to all holders of Ordinary Shares (or all such holders other than the offeror and/or any company controlled by the offeror and/or persons acting in concert with the offeror) to acquire the whole or any part event of the Ordinary Share capital Borrower requiring the written consent or approval of the CompanyATIS before it can pursue a certain course of action, the Company will as soon as possible give notice of ATIS undertakes: that it shall not unreasonably withhold such offer to the Warrantholders and use its best endeavours to procure that a full and adequate opportunity is given to the Warrantholders to exercise the Warrants and source funding for such exercise, consent or approval; and that a like offer, being one pari passu it shall provide the Borrower with its written response within 30 (thirty) days from the best terms offered to holders of Ordinary Shares, is extended in respect of any Ordinary Shares issued upon exercise of the Warrants; the publication of a scheme of arrangement providing for the acquisition by any person of the whole or any part of the Ordinary Share capital of the Company shall be deemed to be the making of an offer for the purposes of this clause 6.2 and references herein to such an offer shall be read and construed accordingly; and 7.3 if at any time an offer or invitation is made by the Company to the holders of Ordinary Shares for the purchase by the Company of any of the Ordinary Shares, the Company shall simultaneously give notice thereof to the Warrantholders who shall be entitled at any time while such offer or invitation is open for acceptance, to exercise their Warrants on the terms (subject to any adjustments pursuant to clause 4 above) date on which the same could have been exercised if they had been exercisable and had been exercised on the day immediately preceding the record date for it received such offer or invitationrequest.

Undertakings. Unless The Assignor and the Borrower hereby undertake jointly and severally to the Bank as follows:- (1) forthwith upon the execution of this Deed to give notice of this Assignment to the Purchaser in the form of the Second Schedule and procure that the Purchaser acknowledges such notice of assignment in the form of the Third Schedule; (2) save as provided in this Deed, not to (and not to agree, conditionally or unconditionally, to) sell, assign, transfer, charge or otherwise authorised dispose of the Assignor's rights, title, interest, benefits, advantages, permits, licences and remedies in writing the Sale Agreement; (3) to take all steps necessary or advisable to secure the due performance by the Warrantholder shall holding the majority Purchaser of the outstanding Warrants Purchaser's obligations under the Sale Agreement; (4) to promptly and diligently perform and comply with the Assignor's obligations contained in the Sale Agreement and institute and prosecute all such proceedings as may be necessary or advisable to preserve or protect the Assignor's interest in the Sale Agreement; (5) from time to time: 7.1 time at the Company shall have on the date of grant request of the Warrants Bank, the Assignor and/or the Borrower will execute and shall maintain all necessary authorisations pursuant deliver promptly and duly to the Law Bank any such further instruments or documents, and to enable it to lawfully do any act or thing, as the Bank may require or which are required by law, for the purpose of perfecting the security created by this Deed and fully perform its obligations under of obtaining the full benefit of this Instrument to allot Deed and issue Ordinary Shares upon of the exercise of all Warrants issued rights and remaining exercisable from time to timepowers hereby granted; 7.2 if at (6) not to make or agree to any time an offer is made to all holders of Ordinary Shares (amendment, cancellation, termination or all such holders other than the offeror and/or any company controlled by the offeror and/or persons acting in concert with the offeror) to acquire the whole or any part of the Ordinary Share capital of the Company, the Company will as soon as possible give notice of such offer to the Warrantholders and use its best endeavours to procure that a full and adequate opportunity is given to the Warrantholders to exercise the Warrants and source funding for such exercise, and that a like offer, being one pari passu with the best terms offered to holders of Ordinary Shares, is extended in respect of any Ordinary Shares issued upon exercise of the Warrants; the publication of a scheme of arrangement providing for the acquisition by any person of the whole or any part of the Ordinary Share capital of the Company shall be deemed to be the making of an offer for the purposes of this clause 6.2 and references herein to such an offer shall be read and construed accordingly; and 7.3 if at any time an offer or invitation is made by the Company to the holders of Ordinary Shares for the purchase by the Company repudiation of any of the Ordinary Sharesterms, covenants and conditions of the Sale Agreement or release the Purchaser from its obligations under the Sale Agreement or exercise any rights or powers of termination under the Sale Agreement or waive any breach of the Sale Agreement; (7) to ensure that all sums of money hereby assigned or to be assigned to the Bank shall forthwith be paid to the Bank or as the Bank may direct. Pending payment of such sums of money to the Bank or as may be directed by the Bank, the Company Assignor and/or the Borrower shall simultaneously give notice thereof hold all such sums of money as trustee upon trust for the Bank absolutely; (8) not to take or omit to take any action, the taking or omission of which may render the Sale Agreement invalid or result in any cancellation, termination or repudiation of any of the terms, covenants and conditions of the Sale Agreement or take any steps which is in the opinion of the Bank adverse to the Warrantholders who shall be entitled interest of the Bank under this Deed; (9) not to exercise at any time while such offer time, any right or invitation is open for acceptance, to exercise their Warrants power conferred on the terms Assignor by the Sale Agreement in any manner which in the opinion of the Bank has a material adverse effect on the financial position of the Assignor under this Deed; (subject 10) to any adjustments pursuant do or permit to clause 4 above) on be done each and every act or thing which the same could have been exercised if they had been exercisable Bank may from time to time require to be done for the purpose of enforcing the rights of the Bank under this Deed and had been exercised on will allow the day immediately preceding Assignor's and/or the record date Borrower’s name to be used as and when required by the Bank for such offer or invitationthat purpose.

Undertakings. Unless otherwise authorised in writing by the Warrantholder shall holding the majority 1.1 In consideration of the outstanding Warrants from time to time: 7.1 the Company shall have on the date of grant of the Warrants and shall maintain all necessary authorisations pursuant to the Law to enable it to lawfully and fully perform its obligations under this Instrument to allot and issue Ordinary Shares upon the exercise of all Warrants issued and remaining exercisable from time to time; 7.2 if at any time an offer is made to all holders of Ordinary Shares (or all such holders other than the offeror and/or any company controlled by the offeror and/or persons acting in concert with the offeror) SuperGen agreeing to acquire the whole or any part of the Ordinary Share entire issued and to be issued share capital of the Company, Company (the Company will as soon as possible give notice of such offer to the Warrantholders and use its best endeavours to procure that a full and adequate opportunity is given to the Warrantholders to exercise the Warrants and source funding for such exercise, and that a like offer, being one pari passu with the best terms offered to holders of Ordinary Shares, is extended in respect of any Ordinary Shares issued upon exercise of the Warrants; the publication “Acquisition”) by way of a scheme of arrangement providing for the acquisition by any person under section 895 of the whole or any part Companies ▇▇▇ ▇▇▇▇ (the “Scheme”), on the terms and subject to the conditions of a scheme circular (the “Scheme Circular”) to be produced in connection with the Acquisition containing terms and conditions set out at Appendix 2 of the Ordinary Share Implementation Agreement dated as of 2011 between SuperGen and the Company (the “Implementation Agreement”, with capitalized terms not otherwise defined herein having the meanings given to such terms in the Implementation Agreement), I, the undersigned, hereby irrevocably and unconditionally (save as specified below) undertake, represent and warrant to and confirm and agree with SuperGen, with effect from the date of this undertaking, that: (a) I am the beneficial owner (and unless otherwise specified in the schedule to this undertaking am also the registered holder and to the extent that I am not the registered holder I will (so far as I am able) procure compliance by such registered holder(s) with the terms of this undertaking), of the number of shares in the capital of the Company (the “Shares”) specified in paragraph 1 of the schedule to this undertaking (the “Committed Shares”) (which expression shall include any other Shares acquired or purchased by the undersigned after the date of this undertaking or any other shares or interests attributable to or derived from such Committed Shares); (b) I shall exercise, or (so far as I am able in relation to shares of which I am the beneficial owner but not the registered owner (“Beneficial Owned Shares”)) procure the exercise of, all voting rights attaching to the Committed Shares to vote in favour of all resolutions to approve the Scheme, and any related matters proposed at any general or class meeting (the “General Meeting”) and the Court convened meetings (the “Court Meetings”) of the Company to be convened and held in connection with the Scheme, or at any adjournment of any such meeting; (c) I shall execute, or (so far as I am able in relation to Beneficial Owned Shares) procure the execution of, any forms of proxy in respect of the Committed Shares required by SuperGen appointing any person nominated by SuperGen to attend and vote at any General Meeting or Court Meeting in respect of the resolutions to approve the Scheme, and any related matters, and shall ensure that any such executed forms of proxy are received by Astex not later than 3.00 p.m. on the fifth business day (being any day which is not a Saturday, Sunday, a bank holiday or a public holiday in England and Wales (a “Business Day”)) after receipt by me of the formal document setting out the terms and conditions of the Scheme (the “Scheme Document”); (d) I shall not revoke, or procure the revocation of, the terms of any proxy submitted in accordance with sub-paragraph 1.1(c), other than by attendance at any General Meeting or Court Meeting where I vote in favour of the Scheme in accordance with this undertaking; (e) I have been granted share options under the share schemes (the “Share Schemes”) over the number of shares as specified in paragraph 2 of the schedule to this undertaking (the “Options”) and confirm that the Options are still subsisting as of the date of this undertaking and that I am beneficially entitled to the Options and, in respect of those Options, I undertake that following the making of the proposals to the holders of options under the Share Schemes as are set out in the Implementation Agreement, in respect of such of the Options which become exercisable in accordance with the rules of the Share Schemes as a result of the Acquisition, I shall either: (i) accept such proposals made in respect of such Options; or (ii) exercise in full the relevant Option; and (iii) vote in favour of all resolutions to approve the Scheme in accordance with paragraph 1.1(c) above in respect of all of the Shares that I receive where the exercise price per Share of such Option is less than the offer price per Share under the terms of the Acquisition. 1.2 In the event I do acquire or purchase any Shares after the execution of this undertaking, such Shares shall be deemed to be included in the making definition of an offer for the purposes of this clause 6.2 and references herein to such an offer shall be read and construed accordingly; and 7.3 if at any time an offer or invitation is made by the Company to the holders of Ordinary Shares for the purchase by the Company of any of the Ordinary “Committed Shares, the Company shall simultaneously give notice thereof to the Warrantholders who shall be entitled at any time while such offer or invitation is open for acceptance, to exercise their Warrants on the terms (subject to any adjustments pursuant to clause 4 above) on which the same could have been exercised if they had been exercisable and had been exercised on the day immediately preceding the record date for such offer or invitation”.

Undertakings. Unless otherwise authorised in writing by the Warrantholder shall holding the majority of the outstanding Warrants from time to time: 7.1 the 5.1 The Company shall have on the date of grant shall, if and so long as any of the Warrants remains unexercised within the Exercise Period:- 5.1.1 keep available and shall maintain all necessary authorisations pursuant free from pre-emptive or similar rights, such number of Shares out the Company’s authorised but unissued share capital that would be required to the Law to enable it to lawfully and fully perform its obligations under this Instrument to allot and issue Ordinary Shares be issued upon the exercise of all the Warrants issued and remaining exercisable from time to time; 7.2 if at any time an offer is made remaining unexercised and further, to satisfy in full all holders other rights of Ordinary conversion into or exchange or subscription for Shares (or and shall ensure that all such holders other than Shares delivered upon the offeror and/or any company controlled by the offeror and/or persons acting in concert with the offeror) to acquire the whole or any part of the Ordinary Share capital of the Company, the Company will as soon as possible give notice of such offer to the Warrantholders and use its best endeavours to procure that a full and adequate opportunity is given to the Warrantholders to exercise the Warrants and source funding for such exercise, and that a like offer, being one pari passu with the best terms offered to holders of Ordinary Shares, is extended in respect of any Ordinary Shares issued upon exercise of the Warrants; Warrants in accordance with the publication of a scheme of arrangement providing for the acquisition by Conditions will be duly and validly issued and fully-paid; 5.1.2 not take any person action which would result in an adjustment of the whole Exercise Price if, after giving effect thereto, the Exercise Price would be decreased to such an extent that the Shares to be issued on exercise of any Warrant could not, under any applicable law then in effect, be legally issued as fully-paid; 5.1.3 not create or permit to be in issue any part Equity Share Capital which, as regards dividends, voting or capital, has rights more favourable to the holders thereof than those attached to the Shares; provided that nothing in this Clause 5.1.3 shall prevent the issue of any Equity Share Capital to officers, including Directors of the Ordinary Company if applicable or employees of the Company or of any of its subsidiaries pursuant to purchase or option schemes approved by the Shareholders in general meeting. For the purposes of this Clause 5.1.3, the expression “Equity Share Capital” means the issued share capital of the Company for the time being, excluding any part thereof which does not, either as regards dividends or as regards capital, carry any right to participate beyond a specified amount in a distribution or beyond an amount calculated by reference to a specified rate of taxation. Notice shall be deemed to be the making of an offer for the purposes of this clause 6.2 and references herein to such an offer shall be read and construed accordingly; and 7.3 if at any time an offer or invitation is made by the Company given to the holders of Ordinary Shares for the purchase by the Company of any of the Ordinary Shares, the Company shall simultaneously give notice thereof Warrantholder in accordance with Condition 11 at least 14 days prior to the Warrantholders who shall be entitled at any time while date of such offer creation or invitation is open for acceptance, to exercise their Warrants on the terms (subject to any adjustments pursuant to clause 4 above) on which the same could have been exercised if they had been exercisable and had been exercised on the day immediately preceding the record date for such offer or invitation.issue;

Undertakings. Unless otherwise authorised The undersigned Registrant hereby undertakes: (a) To provide to the underwriters at the closing specified in writing the underwriting agreements, certificates in such denominations and registered in such names as required by the Warrantholder shall holding underwriters to permit prompt delivery to each purchaser. (b) Insofar as indemnification for liabilities arising under the majority Securities Act of 1933 may be permitted to directors, officers and controlling persons of the outstanding Warrants from time to time: 7.1 the Company shall have on the date of grant of the Warrants and shall maintain all necessary authorisations Registrant pursuant to the Law to enable it to lawfully foregoing provisions described under "Item 14. Indemnification of Directors and fully perform its obligations under this Instrument to allot Officers" above, or otherwise, the Registrant has been advised that in the opinion of the Securities and issue Ordinary Shares upon Exchange Commission such indemnification is against public policy as expressed in the exercise of all Warrants issued Securities Act and remaining exercisable from time to time; 7.2 if at any time an offer is made to all holders of Ordinary Shares is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (or all such holders other than the offeror and/or any company controlled by the offeror and/or persons acting in concert with the offeror) to acquire the whole or any part of the Ordinary Share capital of the Company, the Company will as soon as possible give notice of such offer payment to the Warrantholders and use its best endeavours to procure that Registrant of expenses incurred or paid by a full and adequate opportunity is given to the Warrantholders to exercise the Warrants and source funding for such exercisedirector, and that a like offer, being one pari passu with the best terms offered to holders of Ordinary Shares, is extended in respect of any Ordinary Shares issued upon exercise of the Warrants; the publication of a scheme of arrangement providing for the acquisition by any officer or controlling person of the whole Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. (1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Ordinary Share capital Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed to be part of this registration statement as of the Company time it was declared effective. (2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the making of an offer for the purposes of this clause 6.2 and references herein to such an offer shall be read and construed accordingly; and 7.3 if at any time an offer or invitation is made by the Company to the holders of Ordinary Shares for the purchase by the Company of any of the Ordinary Shares, the Company shall simultaneously give notice thereof to the Warrantholders who shall be entitled at any time while such offer or invitation is open for acceptance, to exercise their Warrants on the terms (subject to any adjustments pursuant to clause 4 above) on which the same could have been exercised if they had been exercisable and had been exercised on the day immediately preceding the record date for such offer or invitationinitial bona fide offering thereof.

Undertakings. Unless otherwise authorised in writing by The Company undertakes that while any Warrant remains outstanding and unless the Warrantholder shall holding the majority prior sanction of the outstanding Warrants from time to timea Consent is obtained: 7.1 (a) neither the Company shall have on nor any of its Subsidiaries will enter into any transaction with a shareholder in the date Company or any Affiliate of such a shareholder (excluding the issue of Shares or the grant of the Warrants and shall maintain all necessary authorisations pursuant rights to the Law subscribe for, or to enable it to lawfully and fully perform its obligations under this Instrument to allot and issue Ordinary Shares upon the exercise of all Warrants issued and remaining exercisable from time to time; 7.2 if at any time an offer is made to all holders of Ordinary Shares (or all such holders convert securities into, Shares) other than the offeror and/or any company controlled by the offeror and/or persons acting in concert on arm’s length terms and with the offeror) to acquire the whole or any part of the Ordinary Share capital approval of the Company, ’s audit committee; (b) it will not reduce any of its authorized share capital (or any uncalled or unpaid liability in respect of any of its share capital) or share premium account or capital redemption reserve; (c) it will not make any distribution of profits to holders of Shares or ADSs or any distribution of reserves unless the Company will as soon as possible give notice holders of Warrants are paid or given the same amount or asset they would have received had they exercised their Warrants (and had the Warrant Shares arising on such offer exercise been issued) immediately prior to the Warrantholders and record date for the distribution; (d) it will not issue securities by way of capitalisation of profits or reserves; (e) it will use its best endeavours to procure that a full and adequate opportunity is given cause the Depositary to issue ADSs within ten (10) days from the issuance of the Warrant Shares; (f) it will not modify the rights attached to its Shares or ADSs in any way which could adversely affect the holders of Warrants or create or issue any Shares or ADSs with rights which in any respect rank in priority to, or are more favourable than, those attaching to the Warrantholders Shares or ADSs or create or issue any shares which carry any right to exercise the Warrants and source funding for such exercise, and that vote in a like offer, being one pari passu with the best terms offered to holders of Ordinary Shares, is extended in respect of any Ordinary Shares issued upon exercise of the Warrants; the publication of a scheme of arrangement providing for the acquisition by any person of the whole or any part of the Ordinary Share capital general meeting of the Company unless such shares are Shares; (g) it will not alter its memorandum of association or the Articles in any way which could adversely affect the holders of Warrants and will comply with and enforce the terms of the Articles. For the purposes of this Section 18, references to a “shareholder in the Company” shall be deemed to include a beneficial owner of any share in the Company. Each of the undertakings set out in the various paragraphs of Section 18 above is separate and shall not be the making of an offer for the purposes of this clause 6.2 and references herein to such an offer shall be read and construed accordingly; and 7.3 if at any time an offer limited or invitation is made qualified by the Company to the holders of Ordinary Shares for the purchase by the Company terms of any of the Ordinary Shares, the Company shall simultaneously give notice thereof to the Warrantholders who shall be entitled at other undertakings or by any time while such offer or invitation is open for acceptance, to exercise their Warrants on the terms (subject to any adjustments pursuant to clause 4 above) on which the same could have been exercised if they had been exercisable and had been exercised on the day immediately preceding the record date for such offer or invitationother term of this Agreement.

Undertakings. Unless otherwise authorised in writing 9.1 The Borrower hereby undertakes and agrees with the Lender throughout the continuance of this Agreement and so long as any sum remains owing hereunder and under the Security Document by the Warrantholder shall holding Borrower and the majority of Security Party to the outstanding Warrants Lender that the Borrower shall: (a) supply or procure the supply to the Lender promptly on request, such financial or other information relating to it as the Lender may from time to timetime request; (b) unless otherwise agreed by the Lender, promptly repay the Secured Indebtedness and other sum of monies upon the receipt by any of the Group Companies or their ultimate beneficial owners pursuant to this Agreement and the Security Documents; (c) keep proper records and books of account in respect of the business of itself; (d) ensure that all accounts to be delivered by it under this Agreement are prepared in accordance with the applicable laws and accounting principles and practices generally accepted in the Cayman Islands and consistently applied and have been prepared, examined, reported on and approved in accordance with its memorandum and articles of association or equivalent constitutional documents and the applicable laws and, give a true and fair view of the financial condition and operations of the Borrower for the period indicated and as at the last day of that period; (e) promptly inform the Lender in writing of : 7.1 (i) any occurrence of which it becomes aware which might affect the Company shall have ability of the Borrower to perform any of the obligations under this Agreement and any of the Security Documents; (ii) any loss or damage or any Force Majeure Event which has an adverse effect on the date of grant cashflow or operations of the Warrants Borrower; (iii) the occurrence of any Event of Default or prospective Event of Default; (iv) any litigation, arbitration or administrative proceeding taking place or pending or may take place or threaten to take place against any of the Group Companies; (v) any change or proposed change in the shareholders or directors of and shall in the ownership (legal or beneficial) of the Borrower or any of the Group Companies; (vi) any proceeding as referred to in Clause 8.1(f); or (f) maintain its corporate existence and conduct its business in a proper and efficient manner and in compliance with all laws, regulations, authorisations, agreements and obligations and pay all taxes imposed on it when due; (g) maintain in full force and effect all such authorisations as are referred to in Clause 8.1(e), and take immediate steps to obtain or cause to be obtained and thereafter maintain in full force and effect any other authorisations which may become necessary authorisations pursuant to or advisable for the Law to enable it to lawfully and fully perform purposes stated therein; (h) ensure that its obligations under this Instrument Agreement shall at all times be secured under the Security Documents and rank in priority to allot all other present and issue Ordinary Shares upon future indebtedness of the exercise of all Warrants issued Borrower, except for those obligations which are mandatorily preferred by law and remaining exercisable from time to timenot by contract; 7.2 if at (i) send to the Lender as many copies as it may reasonably require of every audited and unaudited balance sheet, audited and unaudited profit and loss account, report, notice or like document issued by it to its shareholders, in each case as soon as practicable; (j) punctually pay all sums due from it and otherwise comply with its obligations under this Agreement and the Security Documents to which it is a party; and (k) use the Facility exclusively for the purposes specified in Clause 2.2. 9.2 The Borrower further irrevocably undertakes and agrees with the Lender throughout the continuance of this Agreement and so long as any time an offer is made sum remains owing hereunder by the Borrower to the Lender that the Borrower shall not unless expressly permitted herein or the Lender otherwise agrees in writing: (a) issue shares or other securities or purchase or redeem any of its issued shares or other securities or reduce its share capital or make a distribution of assets or other capital distribution to its shareholders or make any repayment of loan or other indebtedness owing to any of its shareholders; (b) change the nature of its business or sell, transfer or otherwise assign, deal with or dispose of or enter into arrangement with similar effect of a disposal in relation to all holders of Ordinary Shares (or all such holders other than the offeror and/or any company controlled by the offeror and/or persons acting in concert with the offeror) to acquire the whole or any part of its business or assets or revenues other than in the Ordinary Share capital normal course of the Company, the Company will as soon as possible give notice of such offer to the Warrantholders and use its best endeavours to procure that a full and adequate opportunity is given to the Warrantholders to exercise the Warrants and source funding business; (c) make or grant any loan or advance or guarantee or in any other manner be or become directly or indirectly or contingently liable for such exercise, and that a like offer, being one pari passu with the best terms offered to holders of Ordinary Shares, is extended in respect any indebtedness or other obligation of any Ordinary Shares issued upon exercise other person other than in the normal course of the Warrants; the publication business of a scheme of arrangement providing for the acquisition by that company; (d) save as contemplated under this Agreement and/or any person of the whole Security Documents, create or attempt or agree to create or permit to arise or exist any Encumbrance over all or any part of its property, assets or revenues other than in its normal course of business; (e) save as contemplated under this Agreement and/or any Security Documents, borrow or raise money or credit or permit to subsist or incur any indebtedness other than in the Ordinary normal course of business of that company; (f) save as contemplated under this Agreement and/or any Security Documents, enter into any agreement or obligation or make any acquisitions which is likely to adversely affect its financial or business conditions; (g) declare or pay out any dividend or similar distribution by the Company, whether of an income or capital nature and whether in cash or in specie or make any payment whatsoever to its members; (h) enter into or effect any merger, reorganisation or consolidation with any other person or enter into any arrangement for or in respect of such merger, reorganisation or consolidation; (i) amend or supplement its memorandum and its articles of association or equivalent constitutional documents in any way which may affect its ability to perform its obligations hereunder and under the Security Documents; (j) transfer, sell, dispose or otherwise create Encumbrances or deal with any of the shares, charged assets, options, warrants or other securities convertible into shares of the Borrower, or enter into any agreement to do so (except as contemplated in the Share Pledge) and shall not issue and allot or agree to issue and allot any new shares, options, warrants or other securities convertible into shares in the capital of the Company shall be deemed each of them or enter into any agreement to be the making do so or alter its share capital in any way, including without limitation, any consolidation or sub-division of an offer for the purposes its shares or issue of this clause 6.2 and references herein any shares or equity share capital which is of a class different from its shares, whether or not ranking pari passu in any respect with its other shares; take any step with a view to such an offer shall be read and construed accordinglybankrupt, dissolution, liquidation or winding-up (as appropriate); and 7.3 if at (k) do any time an offer act or invitation is made by things or refrain from doing any act or things which may affect or jeopardize the Company to the holders of Ordinary Shares for the purchase by the Company of Lender’s rights, powers, interests or otherwise under this Agreement or any of the Ordinary SharesSecurity Documents. 9.3 The Borrower shall cause and procure the Security Party to further irrevocably undertake and agree with the Lender throughout the continuance of this Agreement and so long as any sum remains owing hereunder by the Borrower to the Lender that the Security Party shall not, unless expressly permitted herein or the Lender otherwise agrees in writing: (a) issue shares or other securities or purchase or redeem any of its issued shares or other securities or reduce its share capital or make a distribution of assets or other capital distribution to its shareholders or make any repayment of loan or other indebtedness owing to any of its shareholders; (b) make or grant any loan or advance or guarantee or in any other manner be or become directly or indirectly or contingently liable for any indebtedness or other obligation of any other person other than in the normal course of business of that company; (c) borrow or raise money or credit or permit to subsist or incur any indebtedness other than in the normal course of business of that company; (d) enter into any agreement or obligation or make any acquisitions which are likely to adversely affect its financial or business conditions; (e) declare or pay out any dividend or similar distribution, whether of an income or capital nature and whether in cash or in specie or make any payment whatsoever to its shareholders; (f) enter into or effect any merger, reorganization or consolidation with any other person or enter into any arrangement for or in respect of such merger, reorganization or consolidation, or (g) do any act or things or refrain from doing any act or things which may affect or jeopardize the Lender’s rights, powers, interests or otherwise under the Security Documents, including but not limited to rescinding or altering any passed board resolutions in favor of the Lender; (h) transfer, sell, dispose or otherwise create Encumbrances or deal with any of the shares, assets, options, warrants or other securities convertible into shares of the Talem Australia, or enter into any agreement to do so (except as permitted in the Share Pledge) and shall not issue and allot or agree to issue and allot any new shares, options, warrants or other securities convertible into shares in the capital of each of them or enter into any agreement to do so or alter its share capital in any way, including without limitation, any consolidation or sub-division of its shares or issue of any shares or equity share capital which is of a class different from its shares, whether or not ranking pari passu in any respect with its other shares. 9.4 Notwithstanding anything to the contrary hereunder, the Company shall simultaneously give notice thereof Borrower and the Security Party are hereby authorized to obtain to obtaining financing from conducting one or more of the activities set forth in Clause 9.3(a), (b), (c) or (h) with respect to the Warrantholders who Talem Clinics (“Permitted Financing Activities”), provided that the full proceeds from such Permitted Financing Activities (less any transaction fees) shall be entitled at first used for Prepayment of the Secured Indebtedness pursuant to Clause 6. 9.5 Prior to entering into any time while such offer or invitation is open for acceptancetransaction agreements regarding the Permitted Financing Activities, to exercise their Warrants on Borrower shall timely notify Lender regarding the terms (subject and conditions of such Permitted Financing Activities in writing. Lender may demand that all proceeds received by the Borrower from such Permitted Financing Activities to any adjustments pursuant be simultaneously applied to clause 4 above) on which prepay the same could have been exercised if they had been exercisable and had been exercised on the day immediately preceding the record date for such offer or invitationSecured Indebtedness.

Undertakings. Unless The Chargor undertakes and agrees with the Lender throughout the continuance of this Deed and so long as the Secured Indebtedness or any part thereof remains owing that the Chargor will, unless the Lender otherwise authorised agrees in writing by the Warrantholder shall holding the majority of the outstanding Warrants from time to timewriting: 7.1 the Company shall have on the date of grant of the Warrants and shall maintain (a) not create or attempt or agree to create or permit to arise or exist any Encumbrance over all necessary authorisations pursuant to the Law to enable it to lawfully and fully perform its obligations under this Instrument to allot and issue Ordinary Shares upon the exercise of all Warrants issued and remaining exercisable from time to time; 7.2 if at any time an offer is made to all holders of Ordinary Shares (or all such holders other than the offeror and/or any company controlled by the offeror and/or persons acting in concert with the offeror) to acquire the whole or any part of the Ordinary Share capital Shares or any interest therein or otherwise assign, deal with or dispose of the Company, the Company will as soon as possible give notice of such offer to the Warrantholders and use its best endeavours to procure that a full and adequate opportunity is given to the Warrantholders to exercise the Warrants and source funding for such exercise, and that a like offer, being one pari passu with the best terms offered to holders of Ordinary Shares, is extended in respect of any Ordinary Shares issued upon exercise of the Warrants; the publication of a scheme of arrangement providing for the acquisition by any person of the whole all or any part of the Ordinary Share capital Shares (except under or pursuant to this Deed); (b) not grant in favour of the Company shall be deemed to be the making of an offer for the purposes of this clause 6.2 and references herein to such an offer shall be read and construed accordingly; and 7.3 if at any time an offer other person any interest in or invitation is made by the Company to the holders of Ordinary Shares for the purchase by the Company any option or other rights in respect of any of the Ordinary Shares, ; (c) ensure that no person holding any of the Shares as its nominee for the time being does any of the acts prohibited in paragraphs (a) and (b) above; (d) procure that the Company shall simultaneously give notice thereof not issue or resolve or agree to issue or grant any option or other right to acquire shares to any person other than the Chargor (and subject always to this Deed); (e) at all times remain the beneficial owner of the Shares; (f) procure that no amendment or supplement is made to the Warrantholders who shall memorandum or articles of association of the Company; (g) immediately upon the appointment of any new director of the Company, deposit or procure that there be entitled at any time while deposited with the Lender a signed undated letter of resignation by such offer director in the form set out in Schedule 2; a signed and dated letter of authority and undertaking by such director in the form of Schedule 3 and an undated written resolutions of the board of directors of the Company duly signed by all of the directors of the Company in the form set out in Schedule 4; (h) do or invitation is open for acceptance, permit to exercise their Warrants on the terms (subject to any adjustments pursuant to clause 4 above) on be done every act or thing which the same could have been exercised if they had been exercisable and had been exercised on Lender may from time to time require for the day immediately preceding purpose of enforcing the record date for such offer rights of the Lender hereunder; and (i) not do or invitationcause or permit to be done anything which may in any way depreciate, jeopardise or otherwise prejudice the value of the Lender’s security hereunder.

Undertakings. Unless otherwise authorised in writing by The Borrower undertakes that, during the Warrantholder Security Period, it shall holding (and/or shall procure the majority of the outstanding Warrants same): (a) obtain and promptly renew from time to time:time and comply with all the terms and conditions of all authorisations, approvals, consents, licences and exemptions; 7.1 the Company shall have on the date of grant of the Warrants (b) promptly effect all filings, registrations and shall maintain notarisations; (c) promptly comply with all necessary authorisations pursuant other requirements in any such case as may from time to the Law time be required under any applicable law or regulation to enable it to lawfully and fully exercise its rights or perform its obligations under this Instrument the Finance Documents or to allot and issue Ordinary Shares upon ensure the exercise validity or enforceability of all Warrants issued and remaining exercisable from time to timethe Finance Documents; 7.2 (d) observe and perform all covenants, stipulations and conditions to which the Charged Property or the user thereof is now or may hereafter be subjected and (if at the Lender so requires) produce to the Lender evidence sufficient to satisfy the Lender that such covenants, stipulations and conditions have been observed and performed and (without prejudice to the generality of the foregoing) as regards any time lease under which the Property or part of the Property is held duly and punctually pay all rents due or to become due thereunder and perform and observe all the covenants and conditions on the part of the tenant which are therein contained; (e) apply all proceeds received under any insurance in respect of the Charged Property in repairing or reinstating the Charged Property unless an offer Event of Default has occurred and then the proceeds shall be used to discharge the Loan and any other sums so due under the Finance Documents; (f) procure that the Charged Property is made maintained in good and substantial repair and condition; (g) effect and maintain such buildings and other insurances over the Property as may be appropriate and shall produce evidence of such cover to all holders the Lender on request (h) not (without the prior written consent of Ordinary Shares the Lender): (i) sell, assign, transfer, lease, licence, share occupation of part with possession or otherwise dispose of (or purport to sell, assign, transfer, lease, licence, share occupation of, part with possession or otherwise dispose of) all such holders other than the offeror and/or any company controlled by the offeror and/or persons acting in concert with the offeror) to acquire the whole or any part of the Ordinary Share capital Charged Property or of the Company, the Company will as soon as possible give notice equity of such offer to the Warrantholders and use its best endeavours to procure that a full and adequate opportunity is given to the Warrantholders to exercise the Warrants and source funding for such exercise, and that a like offer, being one pari passu with the best terms offered to holders of Ordinary Shares, is extended in respect of any Ordinary Shares issued upon exercise redemption of the Warrants; Charged Property or any interest in any such Charged Property; (ii) create or grant (or purport to create or grant) any interest in the publication Charged Property in favour of a scheme of arrangement providing for third party; (iii) create or allow to exist any Security Interest over the acquisition by Charged Property other than the Security Documents or the Permitted Security; (iv) enter into any person of onerous or restrictive obligations affecting the whole Charged Property or any part thereof or create or permit to arise any overriding interest or easement or right whatever in or over the Property or any part thereof; (v) other than as required for the purpose of giving effect to the Development or in accordance with the terms of this Letter, to effect or make any application for planning permission or implement any planning permission obtained or enter into any agreement or undertaking under Section 106 of the Ordinary Share capital Town and Country Planning Act 1990 or Section 33 of the Company Local Government (Miscellaneous Provisions) Act 1982 or Sections 38 or 278 of the Highways Act 1980 or any other similar act or acts and shall be deemed comply or procure compliance in all respects with any conditions attached to be any planning permissions relating to or affecting the making of an offer Property; (vi) other than for the purposes purpose of giving effect to the Development or in accordance with the terms of this clause 6.2 and references herein Letter, to such an offer shall be read and construed accordinglyeffect or carry out or permit any demolition, reconstruction or rebuilding or, any structural alteration to, or material change in the use of, the Property; and 7.3 if at any time an offer or invitation is made by (vii) other than for the Company purpose of giving effect to the holders Development or in accordance with the terms of Ordinary Shares for the purchase by the Company of this Letter, sever, unfix or remove any of the Ordinary Shares, fixtures (except for the Company shall simultaneously give notice thereof to purpose of repair or of replacing the Warrantholders who shall be entitled at any time while such offer same with new or invitation is open for acceptance, to exercise their Warrants improved models or substitutes) on the terms (subject to any adjustments pursuant to clause 4 above) on which the same could have been exercised if they had been exercisable and had been exercised on the day immediately preceding the record date for such offer or invitationProperty.

Undertakings. Unless otherwise authorised 2.1 We, the undersigned, hereby irrevocably and unconditionally undertake, represent and warrant to and confirm and agree with you that: (a) we are the beneficial owner and registered holder of 559,274,440 ordinary shares of 0.25p each in writing by the Warrantholder shall holding the majority capital of the outstanding Warrants from time Company (Committed Shares) and we have all relevant authority (and will at all times continue to time: 7.1 the Company shall have on the date of grant all relevant authority) to vote in favour of the Warrants Approval Resolution and any other resolution, proposal or motion at the General Meeting in respect of the Committed Shares; (b) we shall maintain all necessary authorisations pursuant to the Law to enable it to lawfully and fully perform its obligations under this Instrument to allot and issue Ordinary Shares upon exercise or procure the exercise of all Warrants issued voting rights attaching to the Committed Shares to vote: (i) in favour of the Approval Resolution at the General Meeting or at any adjournment thereof; and remaining exercisable (ii) against (A) any resolution, proposal or motion that the Approval Resolution be withdrawn from time the business to timebe considered or transacted at the General Meeting or at any adjournment thereof or be otherwise not voted upon at the General Meeting or at any such adjournment and (B) any resolution, proposal, motion or request for written consent that would reasonably be expected to frustrate the purposes of, impede, hinder, interfere with, or prevent or delay the consummation of the Transaction; 7.2 if at any time an offer is made (c) we shall: (i) execute or procure the execution of the form of proxy to all holders of Ordinary Shares (or all such holders other than the offeror and/or any company controlled by the offeror and/or persons acting in concert be dispatched to shareholders with the offerorCircular (Form of Proxy) to acquire and shall therein appoint the whole or any part chairman of the Ordinary Share capital General Meeting to attend and vote on our behalf in favour of the Company, the Company will as soon as possible give notice of such offer to the Warrantholders and use its best endeavours to procure that a full and adequate opportunity is given to the Warrantholders to exercise the Warrants and source funding for such exercise, and that a like offer, being one pari passu with the best terms offered to holders of Ordinary Shares, is extended Approval Resolution in respect of any Ordinary Shares issued upon exercise all of the WarrantsCommitted Shares; and (ii) ensure that the publication executed Form of a scheme Proxy is received by the Company’s registrars not later than the deadline for receipt of arrangement providing for proxies set out therein; (d) we shall not revoke, or procure the acquisition revocation of, the Form of Proxy submitted in accordance with sub-paragraph 2.1(c) above, whether in writing, by attendance at the General Meeting or otherwise; and (e) unless and until the Approval Resolution has been passed, we will not directly or indirectly sell, transfer, charge, encumber, grant any person options over or otherwise dispose of, or permit the sale, transfer, charging, encumbering, granting of any option over or other disposal of, all or any of the whole Committed Shares or of any part of interest therein (including any voting rights). 2.2 In the Ordinary Share capital of event that we acquire or purchase any shares, securities or interests in the Company or rights therein, such shares, securities, interests or rights shall be deemed to be included in the making above definition of an offer for the purposes of this clause 6.2 and references herein to such an offer shall be read and construed accordingly; andCommitted Shares. 7.3 if at any time an offer or invitation is made by the Company to the holders of Ordinary Shares for the purchase by the Company of any of the Ordinary Shares, the Company shall simultaneously give notice thereof to the Warrantholders who shall be entitled at any time while such offer or invitation is open for acceptance, to exercise their Warrants 2.3 This undertaking will automatically terminate on the terms earliest of: (subject to any adjustments pursuant to clause 4 abovea) on which the same could have been exercised if they had been exercisable and had been exercised on the day immediately preceding the record date for such offer or invitation.Approval Resolution is passed;

Undertakings. Unless otherwise authorised 25.1 Each Shareholder undertakes to each other Shareholder that: (a) it will comply with each of the provisions of this Deed; (b) each Shareholder shall exercise its voting rights (if any) and other rights as a member of the Company (including any such rights that QBRC has as a consequence of holding Manager Shares as trustee on trust for a Manager) in writing order (insofar as it is able to do so through the exercise of such rights) to give full effect to the terms of this Deed and the rights and obligations of the Parties as set out in this Deed; and (c) the Company and the Managers shall (and HoldCo shall take all Necessary Action to) procure that any Director appointed by it from time to time shall (subject to their statutory and other fiduciary duties to the Company or the relevant Subsidiary, as the case may be) exercise their voting rights and other powers and authorities in order (insofar as they are able to do so through the exercise of such rights, powers and authorities) to give full effect to the terms of this Deed and the rights and obligations of the Parties as set out in this Deed. 25.2 Each Manager undertakes to procure that QBRC will comply with each of the provisions of this Deed. 25.3 To the extent to which it is able to do so by Law, QBRC, each Manager and HoldCo undertake to take all Necessary Action to procure that the Company will comply with each of the provisions of this Deed. Each undertaking by the Warrantholder Company in respect of each provision of this Deed shall holding the majority be construed as a separate undertaking and if any of the outstanding Warrants undertakings is unlawful or unenforceable the remaining undertakings shall continue to bind the Company. 25.4 The Company undertakes (and HoldCo, QBRC and each Manager undertake to take all Necessary Action) to procure that each Group Company: (a) if and to the extent required or requested by HoldCo in accordance with the terms of this Deed, takes all steps duly and punctually to enforce and diligently pursue its rights and remedies under the SPA, the Other Acquisition Documents and the Constitutional Documents of any Group Company; (b) conducts its business in accordance with this Deed, its Constitutional Documents (subject to the provisions of this Deed), the SPA, the Other Acquisition Documents and the Investor Financing and, subject to clause 31.5, the requirements of applicable Laws; (c) complies with the written procedures and practices designed by or at the direction of the Company Board to ensure the compliance of the Group Companies and their respective Affiliates with any Sanctions Regulations, UK, Irish and EU money laundering rules and counter-terrorist financing measures, the FCPA, EU, UK and other anti-bribery Laws (including the UK Bribery Act 2010), other regulatory requirements of the United States, and any other Laws applicable to any Group Company, HoldCo, or any HoldCo Shareholder (whether or not such Laws are applicable by their terms to any Group Company) and/or identified by the Company Board (whether or not such Laws are applicable by their terms to any Group Company); (d) refrains from conducting any business in, with or for the benefit of any Person known or who they ought reasonably to know to be a Sanctions Target unless HoldCo otherwise agrees in writing; (e) complies in all material respects with all other Laws applicable to the Group or its business; (f) uses its best efforts to implement the Business Plan and the Annual Budget, in each case as approved in accordance with the terms of this Deed; (g) designs from time to time, and maintains and implements, internal controls over the financial, accounting and tax record-keeping of the Group designed to ensure that: 7.1 (i) its financial, accounting and tax reporting and financial statements are prepared in accordance with IFRS and applicable Law and are reliable; (ii) records are maintained that in reasonable detail accurately and fairly reflect the Company shall have on the date of grant transactions and dispositions of the Warrants and shall maintain all necessary authorisations pursuant to assets of the Law to enable it to lawfully and fully perform its obligations under this Instrument to allot and issue Ordinary Shares upon the exercise of all Warrants issued and remaining exercisable from time to timeGroup Companies; 7.2 if at any time an offer is made (iii) transactions are recorded as necessary to all holders permit preparation of Ordinary Shares (or all such holders financial statements in accordance with IFRS and other than the offeror and/or any company controlled by the offeror and/or persons acting in concert with the offeror) to acquire the whole or any part applicable generally accepted accounting principles, and receipts and expenditures of the Ordinary Share capital Group Companies are being made only in accordance with authorisations of the Company, the Company will as soon as possible give notice applicable boards of such offer to the Warrantholders and use its best endeavours to procure that a full and adequate opportunity is given to the Warrantholders to exercise the Warrants and source funding for such exercise, and that a like offer, being one pari passu with the best terms offered to holders of Ordinary Shares, is extended in respect of any Ordinary Shares issued upon exercise directors of the Warrants; the publication of a scheme of arrangement providing for the acquisition by any person of the whole or any part of the Ordinary Share capital of the Company shall be deemed to be the making of an offer for the purposes of this clause 6.2 and references herein to such an offer shall be read and construed accordinglyGroup Companies; and 7.3 if at any time an offer (iv) the unauthorised acquisition, use or invitation disposition of the assets of the Group Companies is made by prevented or timely detected; and (h) obtains, maintains and complies with the Company terms of all licences, consents and authorisations whatsoever which may be required in relation to the holders of Ordinary Shares its business for the purchase by the Company of any of the Ordinary Sharestime being, the Company shall simultaneously give notice thereof to the Warrantholders who shall be entitled at any time while with such offer or invitation is open for acceptance, to exercise their Warrants on the terms (subject to any adjustments pursuant to clause 4 above) on which the same could have been exercised if they had been exercisable and had been exercised on the day immediately preceding the record date for such offer or invitationexceptions as are not material.

Undertakings. Unless otherwise authorised The Pledgor undertakes as follows: (a) except as permitted under the Credit Documents and as long as all Secured Obligations have not been unconditionally and irrevocably discharged, it (i) shall not dispose in writing by the Warrantholder shall holding the majority any way of the outstanding Warrants Business, (ii) save for the Lien pursuant to the Floating Charge Mandate, shall not create any other Lien (or mandate anyone to do so) in respect of the Business and shall, save for Permitted Liens, not permit the existence of any such Lien, and (iii) in general shall not take any action that could intentionally negatively influence the value of the Pledge; (b) it shall procure that no executory seizure (saisie executoire/ uitvoerend beslag) is made on the Business or any part thereof and that any conservatory seizure (saisie conservatoire/bewarend beslag) thereon is lifted within 60 days of its first being made; (c) it shall notify the Pledgee in advance of any transfer, opening or closure of any place in which it operates its Business. For the avoidance of doubt the Pledgor is entitled to put consigned stock and certain equipment at a customer in the ordinary course of business without having to notify the Pledgee thereof, prior to the occurrence and continuance of an Event of Default; (d) it shall procure that it is and remains at all times duly registered in the appropriate register of commerce in Belgium or abroad for each of the places in which it operates its Business from time to time: 7.1 the Company shall have on the date of grant of the Warrants , and shall maintain all necessary authorisations pursuant forthwith upon making any new registration supply the Pledgee with evidence of such registration, to the Law extent that this evidence is available; and (e) it shall co-operate with the Pledgee and sign or cause to enable it to lawfully be signed all such further documents and fully perform its obligations under this Instrument to allot and issue Ordinary Shares upon take all such further action as the exercise of all Warrants issued and remaining exercisable Pledgee may from time to time; 7.2 if at any time an offer is made reasonably request to all holders of Ordinary Shares (or all such holders other than perfect and protect the offeror and/or any company controlled by Pledge under Belgian law and to carry out the offeror and/or persons acting in concert with the offeror) to acquire the whole or any part of the Ordinary Share capital of the Company, the Company will as soon as possible give notice of such offer to the Warrantholders provisions and use its best endeavours to procure that a full and adequate opportunity is given to the Warrantholders to exercise the Warrants and source funding for such exercise, and that a like offer, being one pari passu with the best terms offered to holders of Ordinary Shares, is extended in respect of any Ordinary Shares issued upon exercise of the Warrants; the publication of a scheme of arrangement providing for the acquisition by any person of the whole or any part of the Ordinary Share capital of the Company shall be deemed to be the making of an offer for the purposes of this clause 6.2 and references herein Agreement. The Pledgee shall not be obligated to such an offer shall be read and construed accordingly; and 7.3 if at request any time an offer or invitation is made by action under this Clause (e) except upon written instructions from the Company to the holders of Ordinary Shares for the purchase by the Company of any of the Ordinary Shares, the Company shall simultaneously give notice thereof to the Warrantholders who shall be entitled at any time while such offer or invitation is open for acceptance, to exercise their Warrants on the terms (subject to any adjustments pursuant to clause 4 above) on which the same could have been exercised if they had been exercisable and had been exercised on the day immediately preceding the record date for such offer or invitationRequisite Noteholders.

Undertakings. Unless otherwise authorised in writing by the Warrantholder shall holding the majority 4.1 Each of the outstanding Warrants from time Rollover Shareholders irrevocably represents and undertakes to timethe Offeror that: 7.1 the Company shall have on (a) as at the date of grant this Agreement, he is the sole beneficial owner of his portion of the Warrants Rollover Shares, free and shall maintain clear of any lien, charge, mortgage, encumbrance or any third party rights whatsoever and all necessary authorisations pursuant such Rollover Shares have been properly allotted and issued and are fully paid-up; (b) save for the 442,526,550 Shares interested by the Rollover Shareholders, as at the date of this Agreement, the Rollover Shareholders are not interested in any other securities of the Company or has any right to subscribe, purchase or otherwise acquire any Shares or other securities in the Company; (c) he will not, directly or indirectly, take any action which will preclude, prejudice, restrict or delay the successful outcome of the Scheme or the Proposal or the withdrawal of listing of Shares on the Stock Exchange or otherwise conflict with or diminish his obligations hereunder; (d) subject to compliance with relevant laws and regulations, he will do all such acts and things and execute all such documents as may be reasonably required by the Offeror to give effect to the Law undertakings contained in this Agreement; (e) unless prohibited from doing so under applicable law, he will provide the Offeror with all such information in relation to his interests in the Shares as the Offeror may reasonably require to comply with all applicable legal or regulatory requirements, provided that the Parties shall use their best effort to cooperate in good faith to enable it the Offeror to lawfully comply with the requirement; (f) provided that the Transaction proceeds and fully perform its obligations is implemented in accordance with the document attached in the Annexure (save for any changes as specifically requested by the Company which do not adversely affect the interests of the Rollover Shareholders (in the case of any change which would potentially adversely affect the interests of the Rollover Shareholders, the Rollover Shareholders and the Offeror shall each use their reasonable endeavours to discuss whether to accommodate such change) and any changes requested by the SFC) and to the extent permitted under this Instrument to allot the Takeovers Code, the Listing Rules and issue Ordinary Shares upon applicable laws and regulations, he will exercise, or, as the case may be, procure the exercise of all Warrants issued and remaining exercisable from time the voting rights in respect of the Shares owned by him directly on resolutions in relation to time; 7.2 if at any time an offer the Scheme which he is made entitled to all holders of Ordinary Shares (or all such holders other than the offeror and/or any company controlled by the offeror and/or persons acting vote in concert accordance with the offeror) Offeror's directions, and in the absence of any such directions, to acquire vote in favour of all resolutions which he is entitled to vote and which are necessary to implement the whole or any part of the Ordinary Share capital Scheme proposed at a court meeting and/or a general meeting of the Company, and that he shall be bound by, and take all actions necessary to implement the Scheme; (g) subject to Clause 4.1(h) below, he will not, and will procure that all companies, entities, joint venture or partnership the management of which they have Control will not, without the written consent of the Offeror, at any time during the period of three (3) years after the relevant Rollover Shareholder ceases to be a shareholder of the Company: (i) engage in any activities in any countries in competition with the Group's business or compete or have any involvement in a business that competes with the Group’s business; (ii) induce or attempt to induce any customer of or supplier to the Group’s business to cease or refrain from conducting business with, or to reduce the amount of business conducted with, or to vary adversely the terms upon which it conducts business with the Group, or do any other thing which is reasonably likely to have such an effect; (iii) either on its own account or in conjunction with or on behalf of any person, firm or company, carry on or participate or have an interest in any countries, any business (other than any investment in any company in which it is a passive investor and has no board representation provided that such interest in the equity share capital therein does not exceed 5 per cent of the total issued equity capital of such company) of a type similar to that of the Group’s business (or a part thereof) and/or any business which competes directly or indirectly with the Group’s business or carry out any activities detrimental to the business of the Group; and (iv) offer employment to, enter into a contract for the services of, or solicit or otherwise attempt to entice away, any employee of any member of the Group or employ or otherwise engage any person who now is or at any time during one year immediately preceding the relevant Rollover Shareholder ceases to be a shareholder of the Company will as soon as possible give notice may have become an employee of any member of the Group and with whom the Rollover Shareholders had contact during his said employment, whether or not such offer person would commit any breach of his contract of employment by reason of leaving the service of the relevant member of the Group, each of the undertakings in this Clause is a separate and independent undertaking; (h) the undertakings in Clause 4.1(g) do not apply to or restrict the Rollover Shareholders’ existing investments in Sum Technic Sdn. Bhd., Sum System Solution Sdn. Bhd., Micronaire Global Sdn. Bhd., and 本滤环境科技江苏有限公 司 (Benew Environmental Technology Co., Ltd.*) and only on the condition that the existing businesses conducted by these companies are not identical to the Warrantholders business of the Group for provision of cleanroom wall and use its best endeavours ceiling systems. (i) for as long as each of the Rollover Shareholders remains as a shareholder of the Company and at any time during the period of three (3) years after it ceases to be a shareholder of the Company, such Rollover Shareholder shall not, and shall procure that a full none of its Affiliates shall: (i) divulge or communicate to any person, except to those of the officials of the Group and/or the Company whose province is to know the same, any secret confidential or private information as set out in (iii) below; (ii) use any secret confidential or private information as set out in (iii) below for his own purpose or for any purpose other than that of the Group, or (iii) through any failure to exercise all due care and adequate opportunity is given diligence cause any unauthorised disclosure of any secret confidential or private information: (1) relating to the Warrantholders dealings, organisation, business, finance, transactions or any other affairs of the Group or its clients or customers; or (2) relating to exercise the Warrants and source funding for such exercise, and that a like offer, being one pari passu with working of any process or invention which is carried on or used by any company in the best terms offered to holders of Ordinary Shares, is extended Group; or (3) in respect of which any Ordinary Shares issued upon exercise company within the Group is bound by an obligation of confidence to any third party, but so that these restrictions shall cease to apply to any information or knowledge which may (otherwise than through the default of the Warrants; Rollover Shareholder or his/her associates) become available to the publication public generally or otherwise used or disclosed in compliance with the applicable laws, rules or regulations or as required or requested by a government authority. 4.2 Each of a scheme of arrangement providing the Rollover Shareholders agrees that the restrictions and undertakings contained in Clause 4 are reasonable and that if any such restrictions or undertaking shall be found to be void or and necessary for the acquisition protection, respectively, of the Rollover Shareholders’ legitimate interests in the any member of the Group voidable, but would be valid and enforceable if some part or parts of the restriction or undertaking were deleted, such restriction or undertaking shall apply with such modifications as may be necessary to make it valid and enforceable. Without prejudice to the foregoing, if any restriction or undertaking in Clause 4 is found by any person of the whole court or any part of the Ordinary Share capital of the Company shall be deemed other competent authority to be void or unenforceable the making of an offer for the purposes of this clause 6.2 and references herein to such an offer shall be read and construed accordingly; and 7.3 if at any time an offer or invitation is made by the Company parties to the holders of Ordinary Shares for the purchase by the Company of any of the Ordinary Sharesrelevant restriction or undertaking shall negotiate in good faith to replace such void or unenforceable restriction or undertaking with a valid provision, the Company shall simultaneously give notice thereof to the Warrantholders who shall be entitled at any time while such offer or invitation is open for acceptancewhich, to exercise their Warrants on the terms (subject to any adjustments pursuant to clause 4 above) on which as far as possible, has the same could have been exercised if they had been exercisable legal and had been exercised on the day immediately preceding the record date for such offer or invitationcommercial effect as that which it replaces.

Undertakings. Unless otherwise authorised in writing by 3.1 Subject only to the Warrantholder shall holding the majority satisfaction of the outstanding Warrants from time to time: 7.1 Conditions, and unless the Company Expiration Time (as defined below) shall have on the date of grant of the Warrants occurred, each Company Shareholder hereby irrevocably and shall maintain all necessary authorisations pursuant to the Law to enable it to lawfully and fully perform its obligations under this Instrument to allot and issue Ordinary Shares upon the exercise of all Warrants issued and remaining exercisable from time to time; 7.2 if at any time an offer is made to all holders of Ordinary Shares (or all such holders other than the offeror and/or any company controlled by the offeror and/or persons acting in concert with the offeror) to acquire the whole or any part of the Ordinary Share capital unconditionally undertakes vis-à-vis each of the Company, Holdco, FLAC and each other Company Shareholder to: a. appear at any meeting of the holders of Company Shares, or any adjournment or postponement thereof, with respect to the approval of the BCA, any of the Transactions, or any other matters necessary or reasonably requested by the Company will as soon as possible give notice for consummation of such offer the Transactions with respect to the Warrantholders Company Shares held by such Company Shareholder, or otherwise cause such Company Shares to be counted as present thereat for purposes of calculating a quorum, and use its best endeavours vote (or cause to procure be voted) (i) in favour of approval of the BCA, the Company Share Exchange, and any other matters necessary or reasonably requested by the Company for consummation of the Transactions, and (ii) against any proposal that a full conflicts or materially impedes or interferes therewith, including any Company Acquisition Proposal, or would adversely affect or delay the consummation of the Transactions; b. if so required or applicable, execute and adequate opportunity is given deliver to the Warrantholders to exercise Company, a written consent voting all Company Shares held by such Company Shareholder in favour of approval of the Warrants and source funding for such exerciseBCA, the Company Share Exchange, and that a like offer, being one pari passu with any other matters necessary or reasonably requested by the best terms offered to holders of Ordinary Shares, is extended in respect of any Ordinary Shares issued upon exercise Company for consummation of the Warrants; the publication of a scheme of arrangement providing for the acquisition by any person of the whole or any part of the Ordinary Share capital of the Company shall be deemed to be the making of an offer for the purposes of this clause 6.2 and references herein to such an offer shall be read and construed accordinglyTransactions; and 7.3 if at any time an offer c. take all necessary or invitation is made by desirable actions in connection with the Transactions to consummate the Company Share Exchange (and any other Transaction to which such Company Shareholder is a party) in accordance with the terms of the BCA. 3.2 Each Company Shareholder hereby irrevocably and unconditionally undertakes vis-à-vis each of the Company, Holdco, FLAC and each other Company Shareholder, to execute and deliver, immediately following the execution of this Agreement by such Company Shareholder, an irrevocable power of attorney substantially in the form attached hereto as Schedule B (the “Power of Attorney”) and to have such Power of Attorney notarized, apostilled or accompanied by confirmations from local counsel in accordance with the instructions set forth underneath the signature block thereof, provided, however, that such Power of Attorney (and the performance of any act pursuant thereto) shall be subject only to the holders of Ordinary Shares for the purchase by the Company of any satisfaction of the Ordinary Shares, the Company shall simultaneously give notice thereof to the Warrantholders who shall be entitled at any time while such offer or invitation is open for acceptance, to exercise their Warrants on the terms (subject to any adjustments pursuant to clause 4 above) on which the same could have been exercised if they had been exercisable and had been exercised on the day immediately preceding the record date for such offer or invitationConditions.

Undertakings. Unless otherwise authorised The Co-Working Space Partner agrees with, acknowledges and undertakes to Exabytes that:- (a) the Co-Working Space Partner shall conduct itself in writing by a professional manner in providing the Warrantholder shall holding Co-Working Space Services and cultivate and maintain good relations with the majority Members and potential Members of the outstanding Warrants Co-Working Space Partner in the Territory in accordance with sound commercial principles; (b) the Co-Working Space Partner shall (at its own cost) conduct all events/workshops/marketing campaigns at the Co-Working Space in contemplation of this Agreement in the Territory along with the provision of support and services to its Members with all due care and diligence; (c) the Co-Working Space Partner shall not at any time represent itself as or hold itself out as an agent of Exabytes for any purpose or as being entitled to bind Exabytes in any way, pledge Exabytes’ credit or subject Exabytes to any liability, give any condition or warranty or make any representation on Exabytes’ behalf or commit Exabytes to any contracts or obligations; (d) the Co-Working Space Partner shall comply with all laws and regulations concerning the provision of the Co-Working Space Services or otherwise applicable to it in relation to this Agreement or the obligations contemplated hereunder and shall not cause Exabytes to be in breach of or liable under any law or regulations; and (e) the Co-Working Space Partner shall maintain and comply with the privacy policy of Exabytes, as may be amended from time to time: 7.1 the Company shall have on the date of grant of the Warrants and shall maintain all necessary authorisations pursuant time by Exabytes with notice in writing to the Law to enable it to lawfully and fully perform its obligations under this Instrument to allot and issue Ordinary Shares upon Co-Working Space Partner, at the exercise of all Warrants issued and remaining exercisable from time to time; 7.2 if at any time an offer is made to all holders of Ordinary Shares (or all such holders other than the offeror and/or any company controlled by the offeror and/or persons acting in concert with the offeror) to acquire the whole or any part of the Ordinary Share capital of the Company, the Company will as soon as possible give notice of such offer to the Warrantholders and use its best endeavours to procure that a full and adequate opportunity is given to the Warrantholders to exercise the Warrants and source funding for such exercise, and that a like offer, being one pari passu with the best terms offered to holders of Ordinary Shares, is extended in respect of any Ordinary Shares issued upon exercise of the Warrants; the publication of a scheme of arrangement providing for the acquisition by any person of the whole or any part of the Ordinary Share capital of the Company shall be deemed to be the making of an offer for the purposes of this clause 6.2 and references herein to such an offer shall be read and construed accordingly; and 7.3 if at any time an offer or invitation is made by the Company to the holders of Ordinary Shares for the purchase by the Company of any of the Ordinary Shares, the Company shall simultaneously give notice thereof to the Warrantholders who shall be entitled at any time while such offer or invitation is open for acceptance, to exercise their Warrants on the terms (subject to any adjustments pursuant to clause 4 above) on which the same could have been exercised if they had been exercisable and had been exercised on the day immediately preceding the record date for such offer or invitationExabytes Website.

Undertakings. Unless otherwise authorised 2.1 We, the undersigned, hereby irrevocably and unconditionally undertake, represent and warrant to and confirm and agree with you that: (a) we are the beneficial owner and registered holder of 559,274,440 ordinary shares of 0.25p each in writing by the Warrantholder shall holding the majority capital of the outstanding Warrants from time Company (Committed Shares) and we have all relevant authority (and will at all times continue to time: 7.1 the Company shall have on the date of grant all relevant authority) to vote in favour of the Warrants Approval Resolution and any other resolution, proposal or motion at the General Meeting in respect of the Committed Shares; (b) we shall maintain all necessary authorisations pursuant to the Law to enable it to lawfully and fully perform its obligations under this Instrument to allot and issue Ordinary Shares upon exercise or procure the exercise of all Warrants issued voting rights attaching to the Committed Shares to vote: (i) in favour of the Approval Resolution at the General Meeting or at any adjournment thereof; and (ii) against (A) any resolution, proposal or motion that the Approval Resolution be withdrawn from the business to be considered or transacted at the General Meeting or at any adjournment thereof or be otherwise not voted upon at the General Meeting or at any such adjournment and remaining exercisable from time (B) any resolution, proposal, motion or request for written consent that would reasonably be expected to timefrustrate the purposes of, impede, hinder, interfere with, or prevent or delay the consummation of the Transaction; 7.2 if at any time an offer is made (c) we shall: (i) execute or procure the execution of the form of proxy to all holders of Ordinary Shares (or all such holders other than the offeror and/or any company controlled by the offeror and/or persons acting in concert be dispatched to shareholders with the offerorCircular (Form of Proxy) to acquire and shall therein appoint the whole or any part chairman of the Ordinary Share capital General Meeting to attend and vote on our behalf in favour of the Company, the Company will as soon as possible give notice of such offer to the Warrantholders and use its best endeavours to procure that a full and adequate opportunity is given to the Warrantholders to exercise the Warrants and source funding for such exercise, and that a like offer, being one pari passu with the best terms offered to holders of Ordinary Shares, is extended Approval Resolution in respect of any Ordinary Shares issued upon exercise all of the WarrantsCommitted Shares; and (ii) ensure that the publication executed Form of a scheme Proxy is received by the Company’s registrars not later than the deadline for receipt of arrangement providing for proxies set out therein; (d) we shall not revoke, or procure the acquisition revocation of, the Form of Proxy submitted in accordance with sub-paragraph 2.1(c) above, whether in writing, by attendance at the General Meeting or otherwise; and (e) unless and until the Approval Resolution has been passed, we will not directly or indirectly sell, transfer, charge, encumber, grant any person options over or otherwise dispose of, or permit the sale, transfer, charging, encumbering, granting of any option over or other disposal of, all or any of the whole Committed Shares or of any part of interest therein (including any voting rights). 2.2 In the Ordinary Share capital of event that we acquire or purchase any shares, securities or interests in the Company or rights therein, such shares, securities, interests or rights shall be deemed to be included in the making above definition of an offer for Committed Shares. 2.3 This undertaking will automatically terminate on the purposes earliest of: (a) the Approval Resolution is passed; (b) the “Effective Time” as defined in the Merger Agreement; (c) the termination of the Merger Agreement in accordance with its terms; (d) the “Outside Date” as defined in the Merger Agreement as of the date hereof (without giving effect to any subsequent extension of such date effected without the written consent of the undersigned). 2.4 Notwithstanding paragraph 2.3 above, no termination of this clause 6.2 and references herein undertaking shall relieve or release the undersigned from any obligations or liabilities arising out of the undersigned breaches of this undertaking prior to such an offer shall be read and construed accordingly; and 7.3 if at any time an offer or invitation is made by the Company to the holders of Ordinary Shares for the purchase by the Company of any of the Ordinary Shares, the Company shall simultaneously give notice thereof to the Warrantholders who shall be entitled at any time while such offer or invitation is open for acceptance, to exercise their Warrants on the terms (subject to any adjustments pursuant to clause 4 above) on which the same could have been exercised if they had been exercisable and had been exercised on the day immediately preceding the record date for such offer or invitationtermination.

Undertakings. Unless otherwise authorised (A) The Borrower shall, except with the prior written consent of the Lender and until all sums due and to become due from the Borrower under this Agreement have been paid:- (i) Keep its property free of all Encumbrances and adverse claims or payments of any character, contracts or burdens other than liens arising in writing the ordinary course of business where the encumbrancer's rights to the lien are being disputed by the Warrantholder shall holding the majority Borrower in good faith; (ii) Forthwith upon it becoming aware of the outstanding Warrants from time same give written notice to time:the Lender of all litigation, arbitration or administrative proceedings commenced before and every judgment or award given or made by any court, judicial authority or other tribunal or governmental agency and every notice of default or adverse claim or demand made by any person, in each case against the Borrower; 7.1 the Company shall have on the date of grant (iii) Immediately upon becoming aware of the Warrants and shall maintain all necessary authorisations pursuant occurrence of any Event of Default or of any other event which, solely with the giving of notice and/or lapse of time, might constitute an Event of Default, give notice thereof to the Law to enable it to lawfully and fully perform its obligations under this Instrument to allot and issue Ordinary Shares upon the exercise of all Warrants issued and remaining exercisable from time to timeLender; 7.2 if (iv) Carry on its business and affairs in all respects in a proper and efficient manner; (v) Not channel funds to any other company or person, howsoever relating to or connected with the Borrower, unless this is in the context of an at-arms-length intra-group trading; (vi) Not sell, transfer or otherwise dispose of (whether by one transaction or a series of transactions and whether at any one time an offer is made to all holders or over a period of Ordinary Shares (or all such holders other than the offeror and/or any company controlled by the offeror and/or persons acting in concert with the offerortime) to acquire the whole or any part of its assets except where such disposal is made in the Ordinary Share capital ordinary course of the Company, the Company will business or otherwise for full value as soon as possible give notice of such offer to the Warrantholders between a willing buyer and use its best endeavours to procure that a full and adequate opportunity is given to the Warrantholders to exercise the Warrants and source funding for such exercise, and that a like offer, being one pari passu with the best terms offered to holders of Ordinary Shares, is extended willing seller in respect of any Ordinary Shares issued upon exercise of the Warrants; the publication of a scheme of arrangement providing for the acquisition by any person of the whole or any part of the Ordinary Share capital of the Company shall be deemed to be the making of an offer for the purposes of this clause 6.2 and references herein to such an offer shall be read and construed accordinglycash; and 7.3 if at (B) Without prejudice to any time an offer other provision of this Agreement the Borrower undertakes to save harmless and to indemnify the Lender from and against all loss or invitation is made damage suffered by the Company Lender (including but not limited to claims and demands by and liabilities owing to the holders of Ordinary Shares for the purchase by the Company of Lender) arising from any failure of the Ordinary SharesBorrower to observe, the Company shall simultaneously give notice thereof to the Warrantholders who shall be entitled at perform or comply with any time while such offer or invitation is open for acceptance, to exercise their Warrants on the terms (subject to any adjustments pursuant to clause 4 above) on which the same could have been exercised if they had been exercisable and had been exercised on the day immediately preceding the record date for such offer or invitationprovision of this Agreement.

Undertakings. Unless otherwise authorised in writing 6.1 The Company hereby undertakes and warrants that for so long as any Bond remains outstanding, save with the prior written consent of the Bondholders, it shall (and, where applicable, shall procure that its Subsidiaries shall): (a) use its best endeavours: (i) to maintain a listing for all the issued Shares on the Hong Kong Stock Exchange; (ii) to obtain and maintain a listing for all the Shares issued on the exercise of the Conversion Rights attaching to the Bonds on the Hong Kong Stock Exchange; and (iii) if the Company is unable to maintain or obtain such listing, to obtain and maintain a listing for all the Shares issued on the exercise of the Conversion Rights on an Alternative Stock Exchange as the Company with the approval by the Warrantholder shall holding the majority of the outstanding Warrants Bondholders may from time to time: 7.1 time determine and will forthwith give notice to the Bondholders (in accordance with Condition 14) of the listing or delisting of the Shares (as a class) by any of such stock exchanges; and (iv) to ensure that the minimum public float requirement (as stipulated under the Listing Rules or, as the case may be, rules or regulations of the Alternative Stock Exchange) of the issued share capital of the Company shall have on is satisfied at all times; (b) pay the date of grant expenses of the Warrants issue of, and shall maintain all necessary authorisations pursuant expenses of obtaining and maintaining the listing for, Shares arising on conversion of the Bonds; (c) not in any way modify the rights attaching to the Law Shares with respect to enable it voting, dividends or liquidation nor issue any other class of ordinary share capital carrying any rights which are more favourable than the rights attaching to lawfully and fully perform the Shares; (d) reserve, free from any pre-emptive or other similar rights, out of its obligations under this Instrument authorised but unissued ordinary share capital, the full number of Shares liable to allot and issue Ordinary Shares upon be issued on conversion of the exercise of all Warrants issued and remaining exercisable Bonds from time to timetime remain outstanding and will ensure that all Shares delivered on conversion of the Bonds will be duly and validly issued as fully-paid; 7.2 (e) not issue or pay up any securities, by way of capitalization of profits or reserves unless, in any such case, it gives rise to an adjustment of the Conversion Price; (f) if at any time an offer is made to all holders of Ordinary Shares Shareholders (or all such holders Shareholders other than the offeror and/or any company offeror controlled by the offeror Company and/or persons acting in concert with the offeror) to acquire the whole all or any part a proportion of the Ordinary Share capital of the CompanyShares, the Company will as soon as possible forthwith give notice of such offer to the Warrantholders and use its best endeavours Bondholders; (g) not issue any Shares or issue or grant any options, warrants or other rights (other than pursuant to procure that a full and adequate opportunity is given to the Warrantholders to exercise the Warrants and source funding for such exercise, and that a like offer, being one pari passu with the best terms offered to holders of Ordinary Shares, is extended in respect of any Ordinary Shares issued upon exercise of the Warrants; the publication of a scheme of arrangement providing for the acquisition by any person of the whole rights issue or any part of the Ordinary Share capital an open offer of the Company shall be deemed on a pro rata basis to be all Shareholders) to subscribe for or purchase or otherwise acquire any Shares, without offering a first right to the making Bondholders to subscribe or acquire such Bondholder’s Pro Rata Share of an offer for such issuance or grant at the purposes of this clause 6.2 same price and references herein to such an offer shall be read and construed accordingly; and 7.3 if at any time an offer or invitation is made by otherwise on the same terms as the Company to makes the holders of Ordinary Shares for the purchase by the relevant offer, issue or grant. The Company of any of the Ordinary Sharesshall, the Company shall simultaneously give notice thereof to the Warrantholders who shall be entitled at any time while such offer or invitation is open for acceptance, to exercise their Warrants on the terms (subject to any adjustments pursuant to clause 4 above) on which the same could have been exercised if they had been exercisable and had been exercised on the day immediately preceding the record date for such offer or invitation.not less than 30 days before

Undertakings. Unless otherwise authorised (A) CHD undertakes that prior to Exchange or such later date as the parties may agree in writing writing, it will procure that all current account balances between on the one hand CHD and its subsidiaries (other than members of the Group) and on the other hand members of the Group agreed by the Warrantholder shall holding parties to be settled in full are settled in full. (B) With the majority exception of the outstanding Warrants transactions under Clause 6(A) above, CHD represents, warrants and undertakes to LEPI to procure that (a) prior to Exchange it will procure that the Group continues to operate its business in the ordinary course of business in the same manner as prior to the date hereof and (b) neither the Company, the Wholly-owned Subsidiaries nor the Majority-owned Subsidiaries shall (save as contemplated herein) at any time from time to time: 7.1 the Company shall have on the date of grant this Agreement until Exchange without the prior written consent of LEPI (which consent shall not be unreasonably withheld or delayed): (i) make any change in its business carried on at the date of this Agreement; (ii) do or omit to do anything whereby any of its outstanding agreements may be modified in a material manner or terminated prematurely such that the condition of its assets or the financial position of its businesses might be materially and adversely affected; (iii) permit or suffer any of its insurances in respect of any of its assets or its business to lapse or do anything which would make any policy of insurance void or voidable; (iv) increase the remuneration of any of its employees by an amount greater that thirty-five per cent of that individual's aggregate remuneration package or amend the material terms of any of its employees or any other individual whose services are provided to any material extent; (v) assign or purport to assign any rights under any contract to which it is a party or novate or purport to novate any such contract otherwise than in the ordinary course of business; or (vi) pass any resolution in general meeting other than a resolution at an annual general meeting which is not special business and save as provided in this Agreement. (C) LEPI hereby undertakes, following the Exchange, to use its best endeavors to procure the release of CHD from all guarantees and letters of undertaking given by it in respect of the Warrants and shall maintain all necessary authorisations pursuant to the Law to enable it to lawfully and fully perform its obligations under this Instrument to allot and issue Ordinary Shares upon the exercise of all Warrants issued and remaining exercisable from time to time; 7.2 if at any time an offer is made to all holders of Ordinary Shares (or all such holders other than the offeror and/or any company controlled by the offeror and/or persons acting in concert with the offeror) to acquire the whole or any part of the Ordinary Share capital of the Company, the Company will Wholly-owned Subsidiaries and the Majority-owned Subsidiaries (if any), and, if required as soon as possible give notice a condition to the release of such offer guarantees and letters of undertaking by the lender(s) or person(s) in whose favour such guarantees and letters of undertaking have been given, to replace such guarantees and letters of undertaking with guarantees and letters of undertaking from LEPI; and until such guarantees and letters of undertaking have been released, from the Warrantholders time immediately following Exchange to indemnify CHD, and use its best endeavours keep it indemnified and held harmless against all claims, losses, damages, costs, expenses and liabilities arising out of such guarantees and letters of undertaking. (D) CHD hereby undertakes to LEPI that in the event the audited net asset value of the Company for the year ending 31st March, 1998 as reflected in the audited report and accounts of the Company for such period is less than US$4,500,000 it will forthwith pay to LEPI on a US$ for US$ basis the amount of any shortfall. (E) LEPI hereby undertakes, to procure that Rich City obtains all the documents, consents and approvals and completes all formalities necessary for the transfer of the PRC Property to CHD or its nominee and to procure that Rich City effects the transfer of the PRC Property to CHD or its nominee. (F) LEPI hereby undertakes, following the Exchange, to procure that the Company and its auditors prepares the accounts referred to in Clause 6(D) on a full and adequate opportunity is given to the Warrantholders to exercise the Warrants and source funding for such exerciseconsistent basis with, and that a like offeradopts the same policies as, being one pari passu previous accounts in determination of the net asset value of the Company. For compliance with the best terms offered to holders of Ordinary Shares, is extended in respect of any Ordinary Shares issued upon exercise requirements of the Warrants; SEC, if required, the publication of a scheme of arrangement providing for the acquisition by any person of the whole or any part of the Ordinary Share capital auditors of the Company shall be deemed to be will consolidate the making financial statements of an offer the Company and comply with such disclosure requirements in accordance with USGAAP. For the avoidance of doubt, if the net asset value of the Company for the year ending 31st March, 1998, for the purposes of this clause 6.2 6(D) calculated by applying USGAAP is different from that calculated without applying USGAAP, then USGAAP will not be applicable in calculating the net asset value of the Company for the year ending 31st March, 1998 for the purposes of clause 6(D) only and references herein as a seperate determination from the preparation of the annual accounts of the Company. (G) LEPI represents, warrants and undertakes to such an offer shall be read CHD that: (i) subject to Exchange it will allot and construed accordinglyissue the LEPI Shares to CHD credited as fully paid as to US$6.00 per share free and clear of all encumbrances and third party rights whatsoever; (ii) it has sufficient authorised but unissued share capital to permit the allotment and issue of the LEPI Shares; and 7.3 if at any time an offer (iii) it will file, or invitation is made by cause to be filed, not later than 14 days from the Company Exchange Date, a registration statement with respect to the holders of Ordinary Shares for the purchase by the Company of any of the Ordinary LEPI Shares, with the Company shall simultaneously give notice thereof to the Warrantholders who shall be entitled at any time while such offer or invitation is open for acceptanceSEC, to exercise their Warrants on the terms (subject to any adjustments pursuant to clause 4 above) on which the same could have been exercised if they had been exercisable and had been exercised on the day immediately preceding the record date for such offer or invitationbehalf of CHD.

Undertakings. Unless otherwise authorised in writing by (a) Vendor’s Undertakings Save with the Warrantholder shall holding the majority written consent of the outstanding Warrants Company (such consent not to be unreasonably withheld), or for the purposes of the Capitalisation of the Debts, the Vendor and Target jointly and severally agree with and undertake to the Company, from time to time: 7.1 the Company shall have on the date of grant the SPA to the Completion Date, that the Vendor or the Target (as the case may be) shall: (i) carry on its Business in its usual and normal course and that Target shall not enter into any contract or commitment or do anything which is not in the ordinary and usual course of its business of the Warrants and shall maintain all necessary authorisations pursuant to Target carried on as of the Law to enable it to lawfully and fully perform its obligations under this Instrument to allot and issue Ordinary Shares upon date of the exercise of all Warrants issued and remaining exercisable from time to timeSPA (the “Business”; 7.2 if at any time an offer is made (ii) preserve and maintain in full force and effect its corporate existence and: (i) in the case of the Target, carry on its Business in the ordinary course of business so as to all holders of Ordinary Shares maintain the same as a going concern; (or all such holders other than the offeror and/or any company controlled by the offeror and/or persons acting in concert with the offeroriii) to not acquire the whole or any substantial part of the Ordinary Share undertaking, assets or business of any other company or any firm or person or enter into any joint venture or partnership with any other person save with the mutual agreement of the parties (such agreement not to be unreasonably withheld); (iv) not make any loans or grant any credit (other than given in the ordinary course of trading and advances made to employees against expenses incurred by them on its behalf), save where it is furtherance of or to carry out the Business; (v) not enter into any guarantee, indemnity or surety or otherwise create any contingent liabilities, save where it is in furtherance of or to carry out the Business; (vi) not enter into any transaction of a financial nature (comprising one or more transactions) including incurrence of any borrowing under any existing or future banking and credit facilities and granting of any guarantee, indemnity, performance bond, lien, pledge, charge (including fixed and floating charge), mortgage or other security and the incurrence of any other form of indebtedness, save where it is in furtherance of or to carry out the Business; (vii) not take or omit to take or agree or commit to take or omit to take any action that would make any representation and warranties set out in the SPA inaccurate in any material respect as of any time prior to the Completion Date; (viii) not commence, compromise or discontinue any legal or arbitration proceedings (other than routine debt collection) of a material nature; (ix) not incur any capital expenditure or commitments exceeding S$50,000 which is not in the ordinary course of its Business; (x) not issue, allot or transfer or grant to any person the right (whether conditional or otherwise) to call for the issue, allotment or transfer of any shares or debentures in Target (including any options or right of pre-emption or conversion) and that Target will not enter into any agreement or arrangement for the foregoing; (xi) not enter into any negotiation, arrangement, agreement, memorandum of understanding or other relationships with any third party: (I) in relation to or in connection with the sale of major assets and undertakings of the Target, save for transactions in the ordinary course of its Business; or (II) which may materially and adversely affect the Vendor’s ability to perform its obligations under and carry out the transactions contemplated by the SPA, without the prior written consent of the Company, such consent not to be unreasonably withheld or delayed; (xii) allow the Company and only persons authorised by the Company access, by prior appointment, to the premises, books, documents, correspondences and records of Target for the purposes of carrying out the Due Diligence Investigations; (xiii) not take or omit to take any action or step which may materially adversely affect the business, condition (financial or otherwise) or prospect of the Target; (xiv) provide and further agree to procure the provision of all information and documents as may be reasonably requested by the Company and/or its professional advisers for the purpose of, inter alia, applying to the SGX-ST for the Consideration Shares to be admitted to, and listed for, quotation on the Catalist and preparing the Circular to be forwarded to the Shareholders; (xv) take all necessary steps to convene a meeting of the board of directors of Target to approve the registration of the transfer of the Sale Shares in favour of the Company; (xvi) the Vendor shall use its best endeavours to fulfil the relevant Conditions Precedent on or before the Long Stop Date; (xvii) the Vendor shall use its best efforts to give effect to the completion of the Proposed Acquisition; and (xviii) the Vendor shall comply in all material respects with applicable laws. The Vendor and the Target further jointly and severally agree with and undertake to the Company that each of them shall do all things necessary such that the Target maintains and/or meets the listing criteria and other criteria for the purpose of carrying out a reverse takeover exercise provided under the SGX-ST Mainboard Rules and SGX-ST Catalist Rules from the date of the SPA to the Completion Date. (b) The Company’s Undertakings (i) The Company agrees and undertakes to the Vendor that it will ensure the completion of the Capitalisation of the Debts on or before the Completion Date. (ii) The Company agrees with and undertakes to the Vendor that on or before the Completion Date: (I) it shall use its best endeavours to fulfil the relevant Conditions Precedent; (II) it will take all necessary steps to convene an extraordinary general meeting as soon as possible give notice practicable to approve the transactions contemplated under the SPA, in this regard the Company shall use its best endeavours to procure irrevocable undertakings from a majority of such offer the Shareholders, to vote in favour of the transactions contemplated under the SPA at the extraordinary general meeting to be convened as set out above; (III) it will submit an additional listing application to the Warrantholders SGX-ST for the listing and quotation of the Consideration Shares and that it will at all times promptly furnish any undertakings and do all such acts and things as may be within its powers and required for such purposes and use its best endeavours to maintain such listing and comply with all requirements and procedures of the SGX-ST and the Central Depository (Pte) Limited relating to the listing and quotation of the same; (IV) it shall: (i) conduct its business in the ordinary course and not carry out any cause of action that may diminish the value of the Company; and (ii) maintain its listing status on the Mainboard of the SGX-ST; (V) it shall ensure that there shall not be any amendment to the Constitution of the Company, unless otherwise required pursuant to the Proposed Acquisition and/or the Capitalisation of the Debts; (VI) it shall, subject to the signing of the customary non-disclosure agreements, procure that a full and adequate opportunity is given to the Warrantholders to exercise the Warrants and source funding for such exercise, and that a like offer, being one pari passu with the best terms offered to holders of Ordinary Shares, is extended in respect of any Ordinary Shares issued upon exercise of the Warrants; the publication of a scheme of arrangement providing for the acquisition by any person of the whole or any part of the Ordinary Share capital each of the Company and its subsidiaries shall be deemed promptly give to be the making Vendor, its agents, representatives and professional advisers at their request, such information relating to the relevant company that the Vendor or its professional advisers may reasonably require in connection with the Vendor’s Due Diligence Investigations on the Company; (VII) it shall comply in all material respects with applicable laws; (VIII) it shall not take or omit to take or agree or commit to take or omit to take any action that would make any representation or warranty of an offer the Company hereunder inaccurate in any material respect; (IX) it shall use its best efforts to effect the completion of the Proposed Acquisition; (X) it shall not carry on any business, operations, enter into any agreement, contract (whether orally or in writing) or enter into any contractual commitments without the prior consent of the Vendor, save where it is for the purposes purpose of this clause 6.2 effecting any transaction contemplated under the SPA or in connection with the Proposed Acquisition or in furtherance of or to carry out the Company’s existing business; (XI) it shall not provide or give any guarantee or indemnity to secure the debts or liabilities of any of its subsidiaries or any third party, or otherwise create any contingent liability. The Company agrees and references herein undertakes to such an offer the Vendor that it shall be read discharge in full existing guarantees and construed accordinglyany other guarantee and indemnity that may arise subsequent to the date of the SPA and up to (and including) the Completion Date prior to the date falling one (1) week after the Completion Date; (XII) it shall not issue, allot or grant to any person the right (whether conditional or otherwise) to call for the issue or allotment of any shares or debentures in the Company (including any options or right of pre-emption or conversion) and that the Company will not enter into any agreement or arrangement for the foregoing, save for and as provided under the SPA; (XIII) it shall not do anything to cause the delisting of the Shares on the Mainboard of the SGX-ST; and 7.3 if (XIV) it shall, as at any time an offer Completion, be free of all liabilities (contingent or invitation is made by otherwise) save for such being set out in the Company to the holders of Ordinary Shares for the purchase by the Company of any of the Ordinary SharesSPA. Pending Completion, the Company shall simultaneously give notice thereof to consult with and obtain consent from the Warrantholders who shall be entitled at any time while such offer or invitation is open for acceptance, to exercise their Warrants on the terms (subject Vendor in relation to any adjustments pursuant to clause 4 above) on matters which may have a material effect upon the same could have been exercised if they had been exercisable and had been exercised on Company in the day immediately preceding context of the record date for such offer or invitationProposed Acquisition.

Undertakings. Unless otherwise authorised (a) The Issuer undertakes to make or cause to be made an application for the Bonds to be admitted to trading on the Open Market (Freiverkehr) of the Frankfurt Stock Exchange within 90 days following the Closing Date, or if obtaining such admission is, in the reasonable opinion of the Issuer, unduly onerous, the Issuer undertakes to make or cause to be made an application for the Bonds to be admitted to trading on another Relevant Stock Exchange (the “Admission”) within 90 days following the Closing Date and, in either case, to maintain such Admission for so long as any of the Bonds remain outstanding or, if it is unable to do so having used all reasonable endeavours or if the Issuer certifies in writing by to the Warrantholder shall holding Trustee that the majority maintenance of such Admission is unduly onerous or impractical, use all reasonable endeavours to obtain and maintain a listing of the outstanding Warrants from time to time: 7.1 Bonds on such other Relevant Stock Exchange(s) or securities market(s) as the Company shall have on the date of grant Issuer may decide and give notice of the Warrants identity of such other Relevant Stock Exchange(s) or securities market(s) to the Bondholders in accordance with Condition 19. (b) Each of the Issuer and shall the Guarantor undertakes to obtain and/or maintain all necessary authorisations pursuant to applicable consents and approvals which are required for the Law to enable it to lawfully and fully perform performance of its obligations under this Instrument the Bonds, the Trust Deed and the Guarantee Agreement (as applicable). (c) If a payment calculated by reference to allot and issue Ordinary Shares upon the exercise of all Warrants issued and remaining exercisable from time Realisation Proceeds is to time; 7.2 if at any time an offer be made pursuant to these Conditions, the Issuer shall procure that the relevant sale is made to all holders of Ordinary Shares (or all such holders other than the offeror and/or any company controlled by the offeror and/or persons acting in concert with the offeror) to acquire the whole or any part of the Ordinary Share capital of the Company, the Company will as soon as possible give notice of such offer reasonably practicable and in any event, to the Warrantholders and use its best endeavours extent that the Issuer is able to procure that a full and adequate opportunity is given to determine the Warrantholders to exercise the Warrants and source funding for such exercise, and that a like offer, being one pari passu with the best terms offered to holders of Ordinary Shares, is extended in respect of any Ordinary Shares issued upon exercise of the Warrants; the publication of a scheme of arrangement providing timing for the acquisition by any person of relevant sale, in such time to enable the whole or any part of the Ordinary Share capital of the Company shall be deemed relevant payment to be the making of an offer for the purposes of this clause 6.2 and references herein to such an offer shall be read and construed accordingly; and 7.3 if at any time an offer or invitation is made by the Company time specified in these Conditions. (d) If the appointment of an Independent Adviser is required by these Conditions or if these Conditions relate to any matter to be determined by an Independent Adviser, the holders of Ordinary Shares for Issuer or the purchase by Guarantor shall procure that the Company of relevant appointment is made promptly and, in any event, in time to enable the proper operation of the Ordinary Sharesrelevant provisions of these Conditions. (e) Within 14 days following the occurrence of a Triggering Event, the Company Issuer shall simultaneously give notice thereof to the Warrantholders who Trustee and to the Bondholders in accordance with Condition 19 (a “Triggering Event Notice”). Such notice shall be entitled at any time while such offer or invitation is open for acceptance, contain a statement informing Bondholders of their entitlement to exercise their Warrants Exchange Rights as provided in these Conditions and their entitlement to exercise their rights to require redemption of their Bonds pursuant to Condition 11(c). The Triggering Event Notice shall also specify: (i) details of the Triggering Event; (ii) the Value of the Exchange Property per Bond as at the last practicable date prior to the publication of the Triggering Event Notice; (iii) the last day of the Triggering Event Period; (iv) the Triggering Event Put Date; and (v) such other necessary information relating to the Triggering Event as the Trustee may require. Neither the Trustee nor any Paying, Transfer and Exchange Agent shall be required to take any steps to ascertain whether any such Triggering Event or any event which could lead to such Triggering Event has occurred or may occur and will not be responsible or liable to Bondholders or any other person for any loss arising from any failure by it to do so. (f) By no later than four business days following the Closing Date, the Guarantor shall (i) procure publication of a copy of these Conditions (including a legend regarding the intended target market for the Bonds) on the terms Commission’s website and (subject to ii) thereafter (and for so long as any adjustments pursuant to clause 4 aboveof the Bonds remain outstanding maintain the availability of these Conditions (as the same may be amended in accordance with their terms) on which such website or, failing which, the same could have been exercised if they had been exercisable and had been exercised on the day immediately preceding the record date for such offer or invitationGuarantor’s website.

Undertakings. Unless otherwise authorised 3.1 [ ] undertakes to the Insurer that: (a) [subject to the Insurer's procedures to deal with system downtime or denial of access to Insurer systems not caused by some fault on the part of [ ]], it will use all reasonable endeavours to sell and administer the [Policies] in writing the [Territories] with all due skill, care and diligence expected of a competent insurance intermediary and in accordance with the [Underwriting Rules]; (b) it shall ensure that its employees have all the necessary skills, competencies and experience and equipment to properly and expeditiously perform their obligations; (c) it will not make any unsubstantiated statement or knowingly perform any act which will or may reflect adversely on the brand, business, integrity, goodwill or commercial interests of the Insurer; (d) [it will inform the Insurer, to its address or such other address as may be notified, in a timely manner of any material relevant information received by it which is likely to be of interest, prejudice, use or benefit to the Insurer in relation to any [Policy];] (e) it will inform the Insurer in a timely manner of any development which may have a material impact on its ability to carry out the [Services] effectively and in or its compliance with the [Applicable Requirements]; (f) [it will at all times during the continuance of this Agreement use its reasonable endeavours to do all such acts as may be in the best interests of the Insurer under this Agreement, including in accordance with the terms of the delegated underwriting authority, and which are conducive to the proper and timely performance of the duties and obligations imposed on it by this Agreement;] (g) it will promptly process applications for insurance and promptly issue the [Insurance Documentation] in accordance with the [Services]; (h) [subject (save in the event of fault on the part of [ ]) at all times to the provision by the Warrantholder shall holding the majority Insurer of the outstanding Warrants from time necessary degree of access to time:the Insurer's IT systems, it will at all times perform the [Services] in accordance with the [Service Levels];] 7.1 (i) it will remain for the Company shall have duration of this Agreement duly authorised by any relevant [Regulatory Authority], and will notify the Insurer, without delay, in the event that there is or there is likely to be a change in its regulatory status which would impact on the date its ability to perform any of grant of the Warrants and shall maintain all necessary authorisations its obligations pursuant to this Agreement; (j) it will maintain a business continuity plan which makes provision for the Law prompt and efficient handling of any incident which impairs its ability to enable perform any of its obligations pursuant to this Agreement and promptly share such business continuity plan with the Insurer upon request; and (k) it to lawfully and fully perform will comply at all times with all [Applicable Requirements] when performing its obligations under this Instrument to allot and issue Ordinary Shares upon the exercise of all Warrants issued and remaining exercisable from time to time; 7.2 if at any time an offer is made to all holders of Ordinary Shares (or all such holders other than the offeror and/or any company controlled by the offeror and/or persons acting in concert with the offeror) to acquire the whole or any part of the Ordinary Share capital of the Company, the Company will as soon as possible give notice of such offer to the Warrantholders and use its best endeavours to procure that a full and adequate opportunity is given to the Warrantholders to exercise the Warrants and source funding for such exercise, and that a like offer, being one pari passu with the best terms offered to holders of Ordinary Shares, is extended in respect of any Ordinary Shares issued upon exercise of the Warrants; the publication of a scheme of arrangement providing for the acquisition by any person of the whole or any part of the Ordinary Share capital of the Company shall be deemed to be the making of an offer for the purposes of this clause 6.2 and references herein to such an offer shall be read and construed accordingly; and 7.3 if at any time an offer or invitation is made by the Company to the holders of Ordinary Shares for the purchase by the Company of any of the Ordinary Shares, the Company shall simultaneously give notice thereof to the Warrantholders who shall be entitled at any time while such offer or invitation is open for acceptance, to exercise their Warrants on the terms (subject to any adjustments pursuant to clause 4 above) on which the same could have been exercised if they had been exercisable and had been exercised on the day immediately preceding the record date for such offer or invitationAgreement.

Undertakings. Unless otherwise authorised The Assignor undertakes: 12.1 to execute (or ensure execution of) at its own expense each and any other document, make each and any other or additional declaration and take each and any other action, in writing by each case that is reasonably necessary or useful for: 12.1.1 the Warrantholder shall holding the majority creation, perfection and/or protection of the outstanding Warrants from time Security Interests expressed to time:be constituted, pursuant to this Agreement; and 7.1 12.1.2 the Company shall have on the date of grant enforcement of the Warrants and shall maintain all necessary authorisations Security Interests expressed to be constituted, pursuant to this Agreement and in particular, if such Security Interests have become enforceable, for facilitating the Law to enable it to lawfully and fully perform its obligations under this Instrument to allot and issue Ordinary Shares upon the exercise realisation of all Warrants issued and remaining exercisable from time to time; 7.2 if at any time an offer is made to all holders of Ordinary Shares (or all such holders other than the offeror and/or any company controlled by the offeror and/or persons acting in concert with the offeror) to acquire the whole or any part of the Ordinary Share capital of Claims and the Company, the Company will as soon as possible give notice of such offer to the Warrantholders and use its best endeavours to procure that a full and adequate opportunity is given to the Warrantholders to exercise the Warrants and source funding for such exercise, and that a like offer, being one pari passu with the best terms offered to holders of Ordinary Shares, is extended in respect of any Ordinary Shares issued upon exercise of all powers, authorities and discretions vested in the Warrants; the publication of a scheme of arrangement providing for the acquisition by Assignee or in any person of the whole receiver with respect to all or any part of those Claims; 12.2 at its own expense, to execute all transfers, conveyances, assignments and releases whether to the Ordinary Share capital Assignee or to its nominees and give all notices, orders and directions which the Assignee may reasonably request; 12.3 upon request of the Company shall be deemed Assignee, to be the making of an offer for promptly (unverzüglich) execute such further documents and do such other acts as are necessary in order to fully effect the purposes of this clause 6.2 Agreement; 12.4 to provide the Assignee promptly (unverzüglich) at its request with all information and references herein to such an offer shall be read and construed accordingly; and 7.3 if at any time an offer or invitation is made documents which are deemed necessary by the Company Assignee in addition to the holders information provided pursuant to Clause 4.1 for asserting the Claims; 12.5 to inform the Assignee of Ordinary Shares for any and all subsequent changes in the purchase by the Company value of any of the Ordinary SharesClaims resulting from any complaints, price discounts, set-off, changes to maturity or other reasons, to the extent such changes (or any of them) have, or may be expected to have, a material adverse effect on the value of the Security Interests of the Assignee constituted pursuant to this Agreement, promptly (unverzüglich) upon becoming aware of such changes. The same applies if the Assignor becomes aware of circumstances which impair, or may be expected to impair, the Company shall simultaneously give notice thereof ability of a Debtor to make payment; 12.6 to notify the Assignee promptly (unverzüglich) of any event or circumstance which adversely affects or may reasonably be expected to adversely affect the validity or enforceability of this Agreement and/or the Security Interest constituted pursuant to this Agreement or which would cause an Event of Default to occur; 12.7 to inform the Assignee promptly (unverzüglich) of any attachments (Pfändung) regarding any and all of the Claims or any other measures which may impair or jeopardise the Assignee’s rights relating to the Warrantholders who Claims. In the event of an attachment, the Assignor undertakes to forward to the Assignee promptly (unverzüglich) a copy of the attachment order (Pfändungsbeschluss), the third party debt order (Überweisungsbeschluss) and all other documents necessary for a defence against the attachment. The Assignor shall inform the attaching creditor promptly (unverzüglich) about the Assignee’s Security Interests pursuant to this Agreement; 12.8 not to enter into: 12.8.1 any genuine or non-genuine current account arrangement (echtes oder unechtes Kontokorrentverhältnis) in respect of the Claims (or any of them) during the term of this Agreement without the prior written consent of the Assignee; 12.8.2 any factoring transaction with respect to the Claims (or any of them) without the prior written consent of the Assignee; 12.8.3 any other agreement adversely affecting the assignability or the value of any Claim, in particular not to agree to any settlement (Vergleich), ferment (Stundung), change of maturity (Änderung des Fälligkeitszeitpunktes), moratorium (Stillhalteabkommen – pactum de non-petendo) or other amendments of the Claims, other than in the ordinary course of business, without prior written consent of the Assignee or 12.8.4 any agreement subjecting any monetary receivables or claims held by it to any law other than German law, and to notify the Assignee if the aggregate nominal value of monetary receivables or claims held by it not governed by German law (excluding claims against Amphivena) exceed 20 per cent. of the aggregate amount of all monetary receivables and claims of the Assignor; 12.9 not to assign (or purport to assign), encumber or sell any of the Claims to any third person without the Assignee’s prior written consent (except for assignments pursuant to an extended retention of title (verlängerter Eigentumsvorbehalt), and unless otherwise provided for in the Facility Agreement); and 12.10 to refrain from any other acts or omissions which may reasonably be entitled at any time while such offer expected tohave an indirect or invitation is open for acceptance, to exercise their Warrants direct adverse effect on the terms validity or enforceability of this Agreement, the Security Interests constituted thereunder (subject to or any adjustments pursuant to clause 4 aboveof them) on which or the same could have been exercised if they had been exercisable value of rights and had been exercised on the day immediately preceding the record date for such offer or invitationclaims secured hereunder.

Undertakings. Unless otherwise authorised The Borrower hereby assures, agrees and undertakes that throughout the continuance of this Agreement and until the Final Repayment Date, the Borrower shall: (a) bear all expenses including legal expenses if any with regard to this transaction including the costs arising in writing by relation to the Warrantholder shall holding execution, delivery and the majority performance of the outstanding Warrants from time to time: 7.1 the Company shall have on the date of grant of the Warrants and shall maintain all necessary authorisations pursuant to the Law to enable it to lawfully and fully perform its obligations under this Instrument to allot and issue Ordinary Shares upon the exercise of all Warrants issued and remaining exercisable from time to timeFinance Documents; 7.2 if at (b) not create, or attempt, or agree to create or permit to arise or exist any time an offer is made to security interest or Encumbrance of any kind whatsoever over all holders of Ordinary Shares (or all such holders other than the offeror and/or any company controlled by the offeror and/or persons acting in concert with the offeror) to acquire the whole or any part of the Ordinary Share capital of the Company, the Company will as soon as possible give notice of such offer Collateral pursuant hereto other than those created under or pursuant to the Warrantholders and use its best endeavours to procure that a full and adequate opportunity is given to the Warrantholders to exercise the Warrants and source funding for such exerciseterms of this Agreement or otherwise assign, and that a like offertransfer, being one pari passu deal with the best terms offered to holders or dispose of Ordinary Shares, is extended in respect of any Ordinary Shares issued upon exercise of the Warrants; the publication of a scheme of arrangement providing for the acquisition by any person of the whole manner all or any part of the Ordinary Share capital Collateral; (c) neither the Borrower nor the ▇▇▇▇▇▇▇ shall, undertake any acquisition of Shares of the Company as set out in Schedule I that shall be deemed to be trigger the provisions of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, in respect of making a public announcement for acquisition of an offer for Shares of the purposes Company; (d) not grant in favour of this clause 6.2 and references herein to such an offer shall be read and construed accordingly; and 7.3 if at any time an offer other Person any interest in or invitation is made by the Company to the holders of Ordinary Shares for the purchase by the Company any option or other rights in respect of any of the Ordinary SharesCollateral or any part thereof; (e) forthwith deliver to the Lender: (i) any payments or accretions in respect of or relating to Collateral required under the terms of this Agreement; and (ii) evidence that the relevant Mutual Fund or the Depository has recorded the pledge of the Collateral in favour of the Lender. (f) make all such filings and registrations, and file and submit all such forms, documents, instruments and take all such other steps, as may be necessary in connection with the creation, perfection or protection of the Security or which may be required in connection herewith or therewith; (g) irrevocably appoints the Lender and/or its nominee(s) as his attorney by execution of the Power(s) of Attorney with full authority to act on behalf of the Borrower and in the name of the Borrower and the Borrower agrees that such power would be a power coupled with interest; (h) not do, cause or permit to be done anything which may in any way dilute, diminish, jeopardize or otherwise prejudice the Lender’s security or rights created hereunder or pursuant to this Agreement and the other Finance Documents; (i) ensure that the Company does not issue any Shares in substitution or replacement for the Collateral; (j) execute and sign all power(s) of attorney, proxies and other documents and to do or permit to be done every act or thing or undertake from time to time all actions requested by the Lender (including without limitation the making or delivery of filings, the Company shall simultaneously give notice thereof payment of fees and charges and the issuance of supplemental documentation or procuring registration of the Collateral) under or pursuant to this Agreement which may be necessary or expedient, for: (i) enforcing the security interest created by it under or pursuant to this Agreement; (ii) maintaining the security interest created by it under or pursuant to this Agreement in full force and effect against it at all times (including the priority thereof) till the Final Repayment Date; (iii) perfecting the Lender’s title to any or all of Collateral or vesting or enabling it to vest the same in itself, its nominee or in any purchaser; (iv) preserving and protecting the Collateral, and the rights and remedies of the Lender against it under or pursuant to this Agreement; and (v) effectively exercising the rights and remedies of the Lender under or pursuant to this Agreement. (k) not enter into any agreement or arrangement with any Person which conflicts with the provisions of this Agreement; (l) promptly pay all payments which may become due in respect of any of Collateral; (m) furnish to the Warrantholders who shall Lender at the Borrower’s own expense financial information, accounts, information and reports, as may be entitled at any time while required by the Lender including those relating to the Collateral; and (n) do all such offer or invitation is open for acceptance, acts and things as may be required by the Lender in pursuance to exercise their Warrants on the terms (subject to any adjustments pursuant to clause 4 above) on which furtherance of the same could have been exercised if they had been exercisable and had been exercised on the day immediately preceding the record date for such offer or invitationobjectives of this Agreement.

Undertakings. Unless 2.1 Subject in all cases to paragraph 2.2, I hereby irrevocably undertake to the Offeror that at all times before the Court Order sanctioning the Scheme is filed with the Registrar of Companies (if the Acquisition is proceeding by way of Scheme) or before the Offer becomes unconditional in all respects (if the Acquisition is proceeding by way of an Offer) or this undertaking lapses in accordance with paragraph 4 (whichever is earlier), I: (a) shall not sell, transfer, charge, encumber, grant any option over or otherwise authorised in writing by the Warrantholder shall holding the majority dispose of, or permit any of the outstanding Warrants from time to time: 7.1 the Company shall have on the date of grant of the Warrants and shall maintain all necessary authorisations foregoing in relation to, any Target Shares, other than pursuant to the Law Scheme or my acceptance of the Offer (as applicable); (b) shall not accept, or give any undertaking in respect of any Target Shares in respect of, any offer or other transaction made in competition with or which might otherwise frustrate the Acquisition or vote any Target Shares in favour of any other scheme of arrangement relating to enable it to lawfully and fully perform its obligations under this Instrument to allot and issue Ordinary Shares upon the acquisition of any shares in the Target by a third party or other transaction made in competition with the Acquisition, nor exercise (nor procure the exercise of all Warrants issued and remaining exercisable from time of) the voting rights attached to timethe Target Shares for any resolution which would otherwise be reasonably expected to frustrate, impede or delay the Acquisition unless directed to vote against such resolution by the Offeror, in which case I shall vote against it; 7.2 if at any time an offer is made to all holders of Ordinary Shares (or all such holders c) other than pursuant to the offeror and/or Offer or Scheme (as applicable), shall not enter into any company controlled agreement or arrangement or permit any agreement or arrangement to be entered into or incur any obligation or permit any obligation to arise, or solicit or encourage any person: (i) to do any of the acts referred to in paragraphs 2.1(a) to 2.1(b); or (ii) in relation to, or operating by reference to, the offeror and/or persons Target Shares; or (iii) which, in relation to the Target Shares, would or might restrict or impede me from voting in favour of the Scheme or accepting the Offer (as applicable), and, for the avoidance of doubt, references in this paragraph 2.1(c) to any agreement, arrangement or obligation includes any agreement, arrangement or obligation whether or not legally binding or subject to any condition or which is to take effect if the Offer becomes unconditional in all respects (if the Acquisition is proceeding by way of an Offer) or the Court Order sanctioning the Scheme is filed with the Registrar of Companies (if the Acquisition is proceeding by way of Scheme), or if this undertaking ceases to be binding or following any other event; (d) shall not acquire or otherwise deal in any shares or other securities of the Target or any interest therein (including any derivatives referenced to such securities) unless the Panel determines, and confirms to you, that, in respect of such acquisition or dealing, I am not acting in concert with you pursuant to Note 9 to the offerordefinition of “acting in concert” set out in the Code; (e) shall exercise (or procure the exercise of) the voting rights attached to acquire the whole or Target Shares on any part resolution which would assist implementation of the Ordinary Share capital Scheme or the Offer if it were passed or rejected at a general, class or other meeting of the Company, the Company will as soon as possible give notice of such offer to the Warrantholders and use its best endeavours to procure that a full and adequate opportunity is given to the Warrantholders to exercise the Warrants and source funding for such exercise, and that a like offer, being one pari passu Target shareholders only in accordance with the best terms offered to holders of Ordinary Shares, is extended Offeror’s directions (including the requisition or joining in respect the requisition of any Ordinary Shares issued upon exercise general or class meeting of the Warrants; the publication of a scheme of arrangement providing for the acquisition by any person of the whole or any part of the Ordinary Share capital of the Company shall be deemed to be the making of an offer for the purposes of this clause 6.2 and references herein to such an offer shall be read and construed accordingly; and 7.3 if at any time an offer or invitation is made by the Company to the holders of Ordinary Shares for the purchase by the Company of any of the Ordinary Shares, the Company shall simultaneously give notice thereof to the Warrantholders who shall be entitled at any time while such offer or invitation is open for acceptance, to exercise their Warrants on the terms (subject to any adjustments pursuant to clause 4 above) on which the same could have been exercised if they had been exercisable and had been exercised on the day immediately preceding the record date for such offer or invitation.Target);

Undertakings. Unless otherwise authorised in writing by The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Warrantholder shall holding the majority Securities Act of 1933, each filing of the outstanding Warrants from time registrant's annual report pursuant to time: 7.1 the Company shall have on the date of grant Section 13(a) or 15(d) of the Warrants and shall maintain all necessary authorisations Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to the Law to enable it to lawfully and fully perform its obligations under this Instrument to allot and issue Ordinary Shares upon the exercise of all Warrants issued and remaining exercisable from time to time; 7.2 if at any time an offer is made to all holders of Ordinary Shares (or all such holders other than the offeror and/or any company controlled by the offeror and/or persons acting in concert with the offerorSection 15(d) to acquire the whole or any part of the Ordinary Share capital Securities Exchange Act of 1934) that is incorporated by reference in the Companyregistration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the Company will as soon as possible give notice offering of such offer to securities at the Warrantholders and use its best endeavours to procure that a full and adequate opportunity is given to the Warrantholders to exercise the Warrants and source funding for such exercise, and that a like offer, being one pari passu with the best terms offered to holders of Ordinary Shares, is extended in respect of any Ordinary Shares issued upon exercise of the Warrants; the publication of a scheme of arrangement providing for the acquisition by any person of the whole or any part of the Ordinary Share capital of the Company time shall be deemed to be the making initial bona fide offering thereof. The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report, to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information. The undersigned registrant hereby undertakes as follows: that prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form. The registrant undertakes that every prospectus: (i) that is filed pursuant to the immediately preceding paragraph, or (ii) that purports to meet the requirements of Section 10(a)(3) of the Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an offer amendment to the registration statement and will not be used until such amendment is effective, and that, for the purposes of this clause 6.2 and references herein to determining any liability under the Securities Act of 1933, each such an offer post-effective amendment shall be read deemed to be a new registration statement relating to the securities offered therein, and construed accordingly; and 7.3 if the offering of such securities at any that time an offer shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or invitation otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission, such indemnification is made against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the holders effective date of Ordinary Shares for the purchase registration statement through the date of responding to the request. The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective. SIGNATURES‌ Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the Company undersigned, thereunto duly authorized, in the City of Sunnyvale, State of California, on March 24, 2000. HARMONIC INC. By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇ ------------------------------------ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇ Title: President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints ▇▇▇▇▇▇▇ ▇. ▇▇▇ or ▇▇▇▇▇ ▇▇▇▇▇▇▇, or either of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and ▇▇▇▇▇, in any and all capacities, to sign any or all pre- and post-effective amendments to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Ordinary SharesSecurities Act of 1933, this Registration Statement has been signed by the Company shall simultaneously give notice thereof to following persons in the Warrantholders who shall be entitled at any time while such offer or invitation is open for acceptance, to exercise their Warrants capacities and on the terms dates indicated. --------------------------------------------------- ▇▇▇▇▇▇▇ ▇. ▇▇▇ President and Chief Executive Officer (subject to any adjustments pursuant to clause 4 abovePrincipal Executive Officer) on which the same could have been exercised if they had been exercisable --------------------------------------------------- ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Chief Financial Officer (Principal Financial and had been exercised on the day immediately preceding the record date for such offer or invitation.Accounting Officer) --------------------------------------------------- ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Director ---------------------------------------------------

Undertakings. Unless otherwise authorised in writing by 10.1 The Issuer undertakes to the Warrantholder shall holding the majority of the outstanding Warrants Bondholders that at any time and from time to timetime for so long as any Bond remains outstanding: 7.1 (a) the Company shall have on the date of grant of the Warrants Issuer has and shall maintain all necessary authorisations pursuant to the Law to enable it to lawfully and fully perform its obligations under this Instrument to allot and issue Ordinary Shares upon the exercise of all Warrants issued and remaining exercisable continue from time to timetime to keep available for issue, free from pre-emptive rights, out of its authorised but unissued capital, sufficient Shares to satisfy in full the allotment and issuance of the Conversion Shares; 7.2 if at (b) the Issuer shall use all reasonable endeavours to: (i) maintain a listing for all the issued Shares on the Stock Exchange; and (ii) obtain a listing on the Stock Exchange for all the Conversion Shares before any time an offer is made to such Conversion Shares are issued upon exercise of the Conversion Right; (c) it will pay the expenses of the issue and delivery of, and all holders expenses of Ordinary obtaining and maintaining the listing for, Shares arising on conversion of the Bonds; (or d) the Issuer shall ensure that all Conversion Shares shall be duly and validly issued, fully paid and registered, and free from Encumbrances and all such Shares shall rank pari passu in all respects with the fully paid Shares in issue on the relevant Registration Date and shall accordingly entitle the holders thereof to participate in full in all dividends or other than distributions the offeror and/or any company controlled record date for which falls on a date on or after the relevant Registration Date; (e) the Issuer shall comply with and procure the compliance of all conditions imposed by the offeror and/or persons acting Stock Exchange for approval of the issue of the Bonds or for the listing of and permission to deal in concert the Shares issued or to be issued on conversion and ensure the continued compliance thereof; 9727377-v18\HKGDMS (f) the Issuer shall not make any reduction of its ordinary share capital or any uncalled liability in respect thereof or of any share premium account or capital redemption reserve fund (except, in each case, as permitted by law); (g) the Issuer shall notify the Bondholders in writing immediately upon becoming aware of the occurrence of any Event of Default or any event or circumstance which would, with the offerorgiving of notice and/or the lapse of time and/or the issuing of a certificate, become an Event of Default; and (h) to acquire the whole or any part of the Ordinary Share capital of the Company, the Company will as soon as possible give notice of such offer to the Warrantholders and Issuer shall at all times use its best endeavours to procure ensure that the minimum public float requirement of the Listing Rules is complied with. 10.2 A Bondholder shall not exercise the Conversion Right if, as a full and adequate opportunity is given result of the issue of the relevant Conversion Shares pursuant to the Warrantholders to exercise Conversion Right, if exercised, a general offer obligation will be triggered on the Warrants and source funding for part of such exercise, and that a like offer, being one pari passu with the best terms offered to holders of Ordinary Shares, is extended Bondholder in respect of any Ordinary Shares issued upon exercise the Issuer under Rule 26 of the Warrants; the publication of a scheme of arrangement providing for the acquisition by any person Takeovers Code, unless such Bondholder complies with its general offer obligation under Rule 26 of the whole Takeovers Code or any part applicable waiver from general offer obligation having been obtained by such Bondholder pursuant to Rule 26 of the Ordinary Share capital of the Company shall be deemed to be the making of an offer for the purposes of this clause 6.2 and references herein to such an offer shall be read and construed accordingly; and 7.3 if at any time an offer or invitation is made by the Company to the holders of Ordinary Shares for the purchase by the Company of any of the Ordinary Shares, the Company shall simultaneously give notice thereof to the Warrantholders who shall be entitled at any time while such offer or invitation is open for acceptance, to exercise their Warrants on the terms (subject to any adjustments pursuant to clause 4 above) on which the same could have been exercised if they had been exercisable and had been exercised on the day immediately preceding the record date for such offer or invitationTakeovers Code.

Undertakings. Unless otherwise authorised in writing by Without prejudice to the Warrantholder shall holding provisions of Clause 8, the majority of Director undertakes with the outstanding Warrants CBC and the Security Trustee with effect from time to time: 7.1 the Company shall have on the date of grant this Agreement and as long as it serves as director that: (a) it shall only resign from its position as director of the Warrants and shall maintain all necessary authorisations pursuant CBC as soon as a suitable person, trust or administration office, reasonably acceptable to the Law Security Trustee, after consultation with the Secured Parties, other than the Covered Bondholders, has been contracted to enable act as director of the CBC subject to Rating Agency Confirmation; (b) the CBC shall undertake no other business except as provided for in the Transaction Documents until the CBC no longer has any actual or contingent liabilities under any of the Transaction Documents and any Covered Bonds; (c) it shall manage the affairs of the CBC in accordance with proper and prudent Dutch business practice and in accordance with its articles of association and in accordance with the requirements of Dutch law and Dutch accounting practice with the same care that it exercises or would exercise in connection with the administration of similar matters held for its own account or for the account of third parties; (d) it shall continue to lawfully be the sole director of the CBC; (e) it shall as director of the CBC not (i) agree to any alteration of any agreement including, but not limited to, the Transaction Documents, to which the CBC is a party or (ii) enter into any agreement in each case without the prior written consent of the Security Trustee and fully perform subject to Rating Agency Confirmation and in accordance with any other requirements in any of the Transaction Documents; (f) it and the CBC shall refrain from any action detrimental to any of its obligations under the Transaction Documents; (g) it shall exercise all its rights and/or powers by virtue of being director of the CBC in compliance with the Transaction (h) it shall procure that the CBC shall at all times fulfil and comply with its obligations under each Transaction Document to which it is or will become a party, provided that to the extent that such obligations are contingent or dependent for their performance on the due performance by any other party of its obligations and undertakings under any Transaction Document such other party duly performs such obligations and undertakings thereunder; (i) it shall as director of the CBC not engage external advisers without the prior written consent of the Security Trustee, which consent shall be presumed to have been given if the Security Trustee will not have replied within five (5) Business Days from the date of the written request from the CBC; (j) it shall not, as director of the CBC, novate or amend this Instrument Agreement without the prior written consent of the Security Trustee; (k) it shall as director of the CBC not take action (i) to allot dissolve the CBC, or (ii) to enter into a legal merger or legal demerger involving the CBC, or (iii) to have the CBC converted into a foreign entity, or (iv) to have the CBC request the court to grant a suspension of payments, or (v) to have the CBC declared bankrupt, without the prior written consent of the Security Trustee; (l) the CBC shall continue to comply with the applicable provisions of the CRR and issue Ordinary Shares the Wft and with the provisions of all applicable decrees, rules, regulations and statements of policy of the relevant authority or authorities in the Netherlands, issued pursuant to or in connection with the CRR and the Wft; (m) it shall procure that the Security Trustee and the Rating Agencies are notified in writing forthwith upon the exercise Director becoming aware of all Warrants issued any steps being taken by any party for the winding up, liquidation or bankruptcy of the CBC or of any steps or proceedings being taken against the CBC for the enforcement of any debt or obligation and remaining exercisable in particular that the Security Trustee is notified in writing within two (2) calendar days of any summons to attend court hearings on a petition for bankruptcy being served on (n) the CBC shall not engage employees and shall not enter into any agreement with respect to the rendering of services to the CBC, except as provided for in the Transaction Documents; (o) it shall procure that the Security Trustee and the Rating Agencies are notified in writing forthwith upon the Director becoming aware of the occurrence of any of the events set forth in Clause 8.2 hereof; (p) it shall continue to comply with the requirements of Netherlands law regarding services as provided for in this Agreement, including the Dutch Act on the Supervision of Trust Offices as amended from time to time; 7.2 if at any time an offer is made to all holders of Ordinary Shares (or all such holders other than q) the offeror and/or any company controlled by CBC shall hold itself as a separate entity and conduct its business in its own name; (r) the offeror and/or persons acting in concert with the offeror) to acquire the whole or any part of the Ordinary Share capital of the CompanyCBC shall use separate stationery, the Company will as soon as possible give notice of such offer to the Warrantholders invoices and use its best endeavours to procure that a full and adequate opportunity is given to the Warrantholders to exercise the Warrants and source funding for such exercise, and that a like offer, being one pari passu with the best terms offered to holders of Ordinary Shares, is extended in respect of any Ordinary Shares issued upon exercise of the Warrants; the publication of a scheme of arrangement providing for the acquisition by any person of the whole or any part of the Ordinary Share capital of the Company shall be deemed to be the making of an offer for the purposes of this clause 6.2 and references herein to such an offer shall be read and construed accordinglychecks; and 7.3 if at (s) it shall procure that Stichting Holding will after the adoption and approval of the CBC's annual accounts, each calendar year resolve that the CBC shall pay out any time an offer or invitation is made profit amount resulting from item (ix) of the Available Revenue Funds, by way of dividend to Stichting Holding and it shall procure that Stichting Holding shall, within a period of fifteen (15) Business Days after the Company receipt of such amount, donate such amount, after deduction of any amounts owed to the holders of Ordinary Shares for the purchase by the Company of any of the Ordinary Shares, the Company shall simultaneously give notice thereof to the Warrantholders who shall be entitled at any time while such offer or invitation is open for acceptancetax authorities, to exercise their Warrants on the terms (subject to any adjustments pursuant to clause 4 above) on which the same could have been exercised if they had been exercisable and had been exercised on the day immediately preceding the record date for such offer or invitationa charitable purpose.

Undertakings. Unless otherwise authorised The Company has undertaken in writing by the Warrantholder shall holding Trust Deed, inter alia, that so long as any Bond remains outstanding: (i) it will use its best endeavours (a) to maintain a listing for all the majority issued Shares on the Hong Kong Stock Exchange, and (b) to obtain and maintain a listing for all the Shares issued on the exercise of the outstanding Warrants Conversion Rights attaching to the Bonds on the Hong Kong Stock Exchange, and if the Company is unable to obtain or maintain such listing, to use it best endeavours to obtain and maintain a listing for all the issued Shares on an Alternative Stock Exchange as from time to time: 7.1 time selected by the Company shall have on and notified to the date of grant Trustee and will forthwith give notice to the Bondholders in accordance with Condition 16 below of the Warrants listing or delisting of the Shares (as a class) by any of such stock exchange; (ii) it will pay the expenses of the issue of, and shall maintain all necessary authorisations pursuant expenses of obtaining listing for, Shares arising on conversion of the Bonds (save for the Taxes payable by the relevant Bondholders as specified in Condition 6(B)(ii); (iii) it will reserve, free from any other pre-emptive or other similar rights, out of its authorised but unissued ordinary share capital the full number of Shares liable to be issued on conversion of the Law to enable it to lawfully and fully perform its obligations under this Instrument to allot and issue Ordinary Shares upon the exercise of all Warrants issued and remaining exercisable Bonds from time to timetime remaining outstanding and shall ensure that all Shares delivered on conversion of the Bonds will be duly and validly issued as fully-paid; 7.2 if at (iv) it will not make any time an offer is made offer, issue, grant or distribute or take any action the effect of which would be to all holders of Ordinary Shares (or all such holders other than reduce the offeror and/or any company controlled by Conversion Price below the offeror and/or persons acting in concert with the offeror) to acquire the whole or any part par value of the Ordinary Share capital Shares of the Company, the Company will as soon as possible give notice of such offer to the Warrantholders and use its best endeavours to procure provided always that a full and adequate opportunity is given to the Warrantholders to exercise the Warrants and source funding for such exercise, and that a like offer, being one pari passu with the best terms offered to holders of Ordinary Shares, is extended in respect of any Ordinary Shares issued upon exercise of the Warrants; the publication of a scheme of arrangement providing for the acquisition by any person of the whole or any part of the Ordinary Share capital of the Company shall not be deemed prohibited from purchasing its Shares to be the making extent permitted by law; (v) it will not make any reduction of its ordinary share capital or any uncalled liability in respect thereof or of any share premium account or capital redemption reserve fund except, in each case, where the reduction is permitted by applicable law and results in (or would, but for the provision of these Conditions relating to rounding or the carry forward of adjustments, result in) an offer adjustment to the Conversion Price or is otherwise taken into account for the purposes of this clause 6.2 and references herein to determining whether such an offer shall adjustment should be read and construed accordinglymade; and 7.3 if at (vi) it will not take any time an offer corporate or invitation is made by other action (including, without limitation, the issue of any Shares or any other securities that are directly or indirectly convertible into, or exercisable or exchangeable for, any Shares) that would cause the Conversion Price of the Bonds to be adjusted in a manner that contravenes the applicable laws of Bermuda or the applicable listing rules of the Relevant Stock Exchange or would result in the Company being unable to comply with the holders adjustment provisions of Ordinary Shares Conditions 6(C), 6(D) or 6(E). For the avoidance of doubt, a breach of this Condition 6(H)(vi) shall entitle the Bondholders to remedies expressly set out in these Conditions only. The Company has also given certain other undertakings in the Trust Deed for the purchase by the Company of any protection of the Ordinary Shares, the Company shall simultaneously give notice thereof to the Warrantholders who shall be entitled at any time while such offer or invitation is open for acceptance, to exercise their Warrants on the terms (subject to any adjustments pursuant to clause 4 above) on which the same could have been exercised if they had been exercisable and had been exercised on the day immediately preceding the record date for such offer or invitationConversion Rights.

Undertakings. Unless otherwise authorised The Company agrees with each of the Underwriters: (a) To prepare the Prospectus in writing a form approved by you and to file such Prospectus pursuant to Rule 424(b) under the Act not later than the Commission’s close of business on the second business day following the execution and delivery of this Agreement, or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Act; to make no further amendment or any supplement to the Registration Statement or the Prospectus prior to the last Time of Delivery which shall be disapproved by you promptly after reasonable notice thereof; to advise you, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any amendment or supplement to the Prospectus has been filed and to furnish you with copies thereof; to file promptly all material required to be filed by the Warrantholder shall holding Company with the majority Commission pursuant to Rule 433(d) under the Act; to advise you, promptly after it receives notice thereof, of the outstanding Warrants issuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or other prospectus in respect of the Offer Shares, of the suspension of the qualification of the Offer Shares for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or other prospectus or suspending any such qualification, to promptly use its best efforts to obtain the withdrawal of such order (b) Promptly from time to time to take such action as you may reasonably request to qualify the Offer Shares for offering and sale under the securities laws of such jurisdictions as you may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Offer Shares, provided that in connection therewith the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction; (c) Prior to 10:00 a.m., New York City time, on the business day next succeeding the date of this Agreement and from time to time:, to furnish to G▇▇▇▇▇▇, Sachs & Co., at the Designated Office, for the Underwriters with written and electronic copies of the Prospectus in such quantities as you may reasonably request, and, if the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is required at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection with the offering or sale of the Offer Shares and if at such time any event shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement the Prospectus in order to comply with the Act, to notify the Representatives and upon their request to prepare and furnish without charge to G▇▇▇▇▇▇, S▇▇▇▇ & Co., at the Designated Office, for each Underwriter and any dealer in securities as many written and electronic copies as you may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus which will correct such statement or omission or effect such compliance; and in case any Underwriter is required to deliver a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) in connection with sales of any of the Offer Shares at any time nine months or more after the time of issue of the Prospectus, upon the request of the Representatives, but at the expense of such Underwriter, to prepare and deliver to such Underwriter as many written and electronic copies as you may request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the Act; 7.1 (d) To make generally available to its shareholders as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement of the Company shall have and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations of the Commission thereunder (including, at the option of the Company, Rule 158); ); provided, however, that the Company may satisfy the requirements of this subsection by filing such statements with the Commission via E▇▇▇▇; (e) During the period beginning from the date hereof and continuing to and including the date 180 days after the First Time of Delivery (the initial “Lock-Up Period”), not to offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of, except as provided hereunder, any securities of the Company that are substantially similar to the Offer Shares, including but not limited to any options or warrants to purchase Ordinary Shares or any securities that are convertible into or exchangeable for, or that represent the right to receive, Ordinary Shares or any such substantially similar securities (other than the issuance of options and Ordinary Shares pursuant to employee stock option plans existing on the date of grant this Agreement and described in the Pricing Prospectus and the Prospectus and the registration thereof under the Act, or upon the conversion or exchange of convertible or exchangeable securities outstanding as of, the date of this Agreement), without the prior written consent of the Warrants Representatives; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or announces material news or a material event or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period following the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be automatically extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the announcement of the material news or material event, as applicable, unless the Representatives waive, in writing, such extension; the Company will provide the Representatives and shall maintain all necessary authorisations each shareholder subject to the Lock-Up Period pursuant to the Law lockup undertakings contemplated or described in Sections 1(b)(xi) and 8(i) hereof with prior notice concerning any such announcement that gives rise to enable it to lawfully and fully perform its obligations under this Instrument to allot and issue Ordinary Shares upon an extension of the exercise of all Warrants issued and remaining exercisable from time to timeLock-Up Period; 7.2 if at any time an offer is made (f) To furnish to all holders of Ordinary Shares (or all such holders other than the offeror and/or any company controlled by the offeror and/or persons acting in concert with the offeror) to acquire the whole or any part of the Ordinary Share capital of the Company, the Company will its shareholders as soon as possible give notice practicable after the end of each fiscal year, an annual report (including a balance sheet and statements of income, shareholders’ equity and cash flows of the Company and its consolidated subsidiaries certified by independent registered public accountants) and, as soon as practicable after the end of each of the first three quarters of each fiscal year (beginning with the fiscal quarter ending after the effective date of the Registration Statement), to make available to its shareholders consolidated summary financial information of the Company and its subsidiaries for such offer quarter in reasonable detail (but only to the Warrantholders extent that the Company is required to make such information available to its securityholders pursuant to applicable Israeli law and use its best endeavours regulation); provided, however, that the Company may satisfy the requirements of this subsection by filing such reports or information with the Commission via E▇▇▇▇; (g) During a period of five years from the effective date of the Registration Statement, to procure furnish to you copies of all reports or other communications (financial or other) furnished to shareholders, and to deliver to you (i) as soon as they are available, copies of any reports and financial statements furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Company is listed (provided, however, that a full and adequate opportunity is given to the Warrantholders to exercise the Warrants and source funding for extent such exercise, and that a like offer, being one pari passu documents are filed with the best terms offered to holders of Ordinary SharesCommission via E▇▇▇▇, is extended in respect of any Ordinary Shares issued upon exercise of the Warrants; the publication of a scheme of arrangement providing for the acquisition by any person of the whole or any part of the Ordinary Share capital of the Company shall be deemed to be have complied with this clause); and (ii)such additional information concerning the making business and financial condition of an offer for the purposes of this clause 6.2 and references herein to such an offer shall be read and construed accordingly; and 7.3 if at any time an offer or invitation is made by the Company as you may from time to time reasonably request (such financial statements to be on a consolidated basis to the holders extent the accounts of Ordinary Shares for the purchase by the Company of any of and its subsidiaries are consolidated in reports furnished to its shareholders generally or to the Ordinary SharesCommission); (h) To use its best efforts to list the Offer Shares on the New York Stock Exchange (the “Exchange”); (i) If the Company elects to rely upon Rule 462(b), the Company shall simultaneously give notice thereof file a Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) by 10:00 P.M., Washington, D.C. time, on the date of this Agreement, and the Company shall at the time of filing either pay to the Warrantholders who Commission the filing fee for the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 111(b) under the Act; and (j) Upon request of any Underwriter, to furnish, or cause to be furnished, to such Underwriter an electronic version of the Company’s trademarks and corporate logo for use on the website, if any, operated by such Underwriter for the purpose of facilitating the on-line offering of the Offer Shares (the “License”); provided, however, that the License shall be entitled at used solely for the purpose described above, is granted without any time while such offer fee and may not be assigned or invitation is open for acceptance, to exercise their Warrants on the terms (subject to any adjustments pursuant to clause 4 above) on which the same could have been exercised if they had been exercisable and had been exercised on the day immediately preceding the record date for such offer or invitationtransferred.

Undertakings. Unless 6.1 Except as contemplated in or pursuant to this Agreement or any of the other Sale Documents or Ancillary Documents or as otherwise authorised required by law or agreed in writing by the Warrantholder shall holding the majority of the outstanding Warrants from time to timetime between HWL and DCM, DCM undertakes to HWL that during the period from the Signing Date to the Completion Date it shall, and shall procure that DCM Capital and BVICo shall: 7.1 the Company shall have on the date (a) not exercise, claim, attempt to exercise or enforce any benefits or rights whatsoever (whether statutory, contractual or otherwise) vested in BVICo as a member of grant H3GUK, nor will it represent itself as having any rights in respect of the Warrants and shall maintain all necessary authorisations UK Shares, except pursuant to Clause 6.4 or as otherwise permitted or contemplated by the Law Sale Documents; (b) not appoint any representative or proxy to enable it attend or vote on its behalf at any General Meetings, except in order to lawfully exercise and/or enforce the rights of DCM, DCM Capital and/or BVICo pursuant to Clause 6.4 or as otherwise permitted or contemplated by the Sale Documents; (c) ensure that the BVI Shares are not registered in a register kept in the United Kingdom; (d) notify HWL promptly after DCM becomes aware of any litigation, arbitration, administrative, regulatory or criminal proceedings against BVICo or any proceedings against DCM or any DCM Affiliate regarding the ownership of, or interests in, over or in respect of, the BVI Shares or the UK Shares; (e) not amend or revoke its notice addressed to H3GUK and fully perform its obligations under this Instrument delivered to allot and issue Ordinary Shares upon the exercise HWL pursuant to Clause 3.2; (f) deliver to HWL copies of all Warrants issued documents, notices and remaining exercisable correspondence whatsoever sent to and from BVICo on or after the Signing Date from and to any person or entity; (g) not do or fail to do anything that would cause any of the warranties in Clause 5.2 (other than sub-Clauses (e), (l) and (m)) to be untrue if repeated at the relevant date by reference to the facts and circumstances then existing; (h) promptly notify HWL if DCM becomes aware (as construed in accordance with Clause 1.2(m)) of any event or circumstance that would cause any of the Warranties referred to in Clause 5.2 (e), (l) and (m) to be untrue if repeated at the relevant date; (i) ensure that BVICo has at least one director and that no director of BVICo is resident in the United Kingdom; (j) notify HWL of any change to the directors of BVICo and of where the directors of BVICo are resident; and (k) not take any action which, when taken, would be reasonably likely to cause BVICo to change its tax residency from that prevailing on 21 September 2000. 6.2 Except as contemplated in or pursuant to this Agreement or any of the other Sale Documents or Ancillary Documents, or as otherwise required by law or agreed in writing from time to timetime between HWL and DCM, DCM undertakes to HWL that during the period from the Signing Date to the Completion Date it shall procure that BVICo shall not: (a) carry out any activity or undertaking or enter into any commitment or incur any liability (other than as described under Clause 5.2(i) or the exception to Clause 5.2(j)); or (b) commence, compromise or settle litigation or arbitration proceedings or any action, demand or dispute or waive a right in relation to any such litigation or arbitration proceedings without the prior consent of HWL, not to be unreasonably withheld or delayed. 6.3 Except as contemplated in or pursuant to this Agreement or any of the other Sale Documents or Ancillary Documents, DCM undertakes to HWL that during the period from the Signing Date to the Completion Date it shall not, and shall procure that each of DCM Capital and BVICo, as the case may be, shall not sell, transfer, lend, grant, declare, create or dispose of any right or interest in any of the BVI Shares or the UK Shares, provided that DCM Capital may sell or otherwise transfer (including, without limitation, by way of distribution in a voluntary winding-up of DCM Capital) the BVI Shares to DCM. 6.4 The parties undertake and acknowledge to each other that the relevant member of DCM’s Group shall be entitled to continue to receive any dividends or other distributions, returns of capital or proceeds of liquidation declared, made or paid up to but excluding the Completion Date in respect of the UK Shares. 6.5 DCM agrees and acknowledges that: (a) this Agreement sets out in full HWL’s obligations in respect of the Purchase Shares and no other obligations shall be implied; 7.2 if (b) HWL shall not be liable for breach of the warranties in Clauses 5.1(b) or 5.1(c) to the extent that such breach is caused by the confirmation in Clause 6.14 being incorrect or misleading; (c) HWL’s total liability to DCM and its Affiliates in respect of the purchase of Purchase Shares whether arising under Clause 5.3, at law or under statutory or regulatory provision, shall not exceed £150,000,000, or extend to any time an offer is made to all holders consequential loss; (d) HWL shall not be liable in damages for breach of Ordinary this Agreement in respect of the purchase of the Purchase Shares (whether arising under Clause 5.3 or all any other provision of this Agreement, at law or under statutory or regulatory provision) to the extent that the loss suffered or incurred is compensated by the payment of the Adjustment Amount; (e) HWL is not liable for or in respect of a warranty claim under Clause 5.3 unless DCM has notified HWL of the claim stating in reasonable detail the nature of the claim and the amount claimed (or, if not practicable, an estimate of the amount claimed) on or before the date falling eighteen months after the date on which the relevant warranty was given or deemed to be given; (f) nothing in Clause 6 shall have the effect of limiting or restricting any liability of HWL in respect of a warranty claim arising as a result of it or any of its Affiliates’ fraud, wilful misconduct or wilful concealment; and (g) the amount of loss recoverable for breach of a warranty under Clause 5.3 shall not exceed the amount of loss suffered or incurred as a result of such holders other than breach by the offeror person to whom such warranty is expressed to be given (and not otherwise recovered by any of its Affiliates). 6.6 The rights and obligations of the parties under this Agreement shall not be affected by, nor shall DCM be in breach of any provision of this Agreement by reason only of, the striking-off, liquidation, dissolution or winding-up of H3GUK or H3GUK Opco. 6.7 The parties agree that DCM shall not be liable for any breach of warranty or undertaking given by DCM or any non-performance or non-compliance with any obligation of DCM (and any such breach, non-performance and/or non-compliance shall be deemed not to have occurred) to the extent that such breach, non-performance and/or non-compliance results from an act or omission of ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇, HTIL, the Selling Shareholder, any of their respective Affiliates and/or any company controlled by of their directors, officers, employees, advisers and/or agents. 6.8 The parties agree that, if HWL does not pay (or procure the offeror and/or persons acting in concert with the offerorpayment) to acquire DCM any relevant Instalment in accordance with Clause 2.2 within twenty-one (21) Business Days after the whole or any part of the Ordinary Share capital of the Company, the Company will as soon as possible give notice of such offer to the Warrantholders and use its best endeavours to procure that a full and adequate opportunity is given to the Warrantholders to exercise the Warrants and source funding due date for such exercise, and that a like offer, being one pari passu with the best terms offered to holders of Ordinary Shares, is extended payment as set out in Clause 2.2 this Agreement shall automatically terminate (save in respect of any Ordinary Shares issued upon exercise accrued rights and/or obligations of the Warrants; the publication parties in relation to prior performance or breaches of a scheme of arrangement providing performance, and except for the acquisition by any person of the whole or any following Clauses: 1, 5.6 to 5.12, 6.5 to 6.15, 8, 9, 12 to 24 which shall survive such termination and remain in full force and effect), and DCM shall be entitled, absolutely and unconditionally, to: (a) retain such part of the Ordinary Share capital of the Company Purchase Price and any interest thereon as shall be deemed have been paid to be the making of an offer for the purposes of this clause 6.2 and references herein to such an offer shall be read and construed accordinglyit by HWL (or its nominee(s)); and 7.3 if (b) retain the BVI Shares (and thereby, indirectly, the UK Shares) and any Purchase Shares or HTIL Share Equivalents representing Purchase Shares received by it or the DCM Purchaser pursuant to Clause 2.3 and 2.4 of this Agreement, but (except pursuant to the Clauses mentioned above) the parties shall have no further rights or obligations under this Agreement, whether in relation to the sale and purchase of the BVI Shares or otherwise. Following termination of this Agreement pursuant to this Clause 6.8, HWL shall not be entitled to serve a notice specifying an Accelerated Completion Date. 6.9 If this Agreement terminates pursuant to Clause 6.8, then at any time an offer or invitation is made by the Company time: (a) between 1 April 2005 to the holders 1 July 2005 (both dates inclusive) in respect of Ordinary Shares for the purchase by the Company of any non-payment of the Ordinary SharesInitial Instalment; or (b) between 1 July 2006 and 30 September 2006 (both dates inclusive) in respect of non-payment of the First Instalment; or (c) following 21 Business Days after the Second Instalment Date, the Company shall simultaneously give notice thereof to the Warrantholders who DCM shall be entitled at any time while to require HWL or its nominee(s) to purchase all, but not some only, of the BVI Shares for an amount equal to the Adjustment Amount. 6.10 DCM may exercise its rights under Clause 6.9 by serving written notice on HWL specifying a date for completion of the sale and purchase of the BVI Shares, not less than four (4) Business Days nor more than thirty (30) Business Days after the date of service of that notice. Service by DCM of notice to HWL pursuant to this Clause shall oblige DCM to sell (or procure the sale of) and HWL to purchase the BVI Shares on the date specified for completion of such offer or invitation is open for acceptance, to exercise their Warrants sale and purchase and on the terms (subject to any adjustments pursuant to clause 4 above) on which the same could have been exercised if they had been exercisable and had been exercised on the day immediately preceding the record date for such offer or invitationconditions set out in Clauses 2.1, 6.8 and 6.

Undertakings. Unless otherwise authorised The Pledgor undertakes: (a) not to dispose of the Shares or any interest therein and not to create or agree to any other security interest or third party right in writing or over the shares without prior written consent by the Warrantholder shall holding Pledgee; (b) to notify the majority Pledgee without undue delay of any event or circumstance which might be expected to have a material adverse effect on the security interest granted hereunder and not to take any steps which may have such effect; (c) to effect without undue delay any payments to be made to the Company in respect of the outstanding Warrants from time Shares; (d) at its own expense, to timeexecute and do all such assurances, acts and things as the Pledgee may reasonably require: 7.1 (i) for perfecting or protecting the Company shall have on security intended to be afforded by this Agreement; and (ii) if the date of grant of Pledge has become enforceable, for facilitating the Warrants and shall maintain all necessary authorisations pursuant to the Law to enable it to lawfully and fully perform its obligations under this Instrument to allot and issue Ordinary Shares upon the exercise realisation of all Warrants issued and remaining exercisable from time to time; 7.2 if at any time an offer is made to all holders of Ordinary Shares (or all such holders other than the offeror and/or any company controlled by the offeror and/or persons acting in concert with the offeror) to acquire the whole or any part of the Ordinary Share capital Shares which are subject to this Agreement and the exercise of all powers, authorities and discretions vested in the Pledgee or in any receiver of all or any part of those Shares; (e) at the Pledgee's reasonable request containing the confirmation to maintain confidentiality for information which is confidential, within reasonable time to furnish to the Pledgee such information concerning the Shares as is available to the Pledgor, to permit the Pledgee and its designees to inspect, audit and make copies of and extracts from all records and all other papers in the possession of the Pledgor which pertain to the Shares at all times during normal business hours, and, upon the reasonable request of the Pledgee, to deliver to the Pledgee copies of all such records and papers; (f) to refrain from any acts or omissions which results in the Shares ceasing to exist in full or in part; (g) all Future Shares will be fully paid and that there will be no obligation to make additional contributions in relation to the Future Shares; and (h) to refrain from any shareholder resolutions regarding the entry into any silent partnership agreement or similar arrangements by which a person is entitled to a participation in the profits or revenue of the Company, unless entered into in the Company will as soon as possible give notice ordinary course of such offer to the Warrantholders and use its best endeavours to procure that a full and adequate opportunity is given to the Warrantholders to exercise the Warrants and source funding for such exercise, and that a like offer, being one pari passu Company's business or with the best terms offered to holders of Ordinary Shares, is extended in respect of any Ordinary Shares issued upon exercise prior written consent of the Warrants; the publication of a scheme of arrangement providing for the acquisition by any person of the whole or any part of the Ordinary Share capital of the Company shall be deemed to be the making of an offer for the purposes of this clause 6.2 and references herein to such an offer shall be read and construed accordingly; and 7.3 if at any time an offer or invitation is made by the Company to the holders of Ordinary Shares for the purchase by the Company of any of the Ordinary Shares, the Company shall simultaneously give notice thereof to the Warrantholders who shall be entitled at any time while such offer or invitation is open for acceptance, to exercise their Warrants on the terms (subject to any adjustments pursuant to clause 4 above) on which the same could have been exercised if they had been exercisable and had been exercised on the day immediately preceding the record date for such offer or invitationPledgee.

Undertakings. Unless otherwise authorised The Issuer, unless set out below otherwise, undertakes with each Joint Lead Manager that: (a) it will bear and pay (i) any stamp or other duties or taxes on or in connection with the Issue and delivery of the Notes and the execution and delivery of this Agreement and the Agency Agreement (together the Agreements), where the necessity of paying such stamps or other duties or taxes shall be communicated by a Joint Lead Manager to the Issuer in writing in advance and (ii) any value added tax payable in connection with the commissions or other amounts payable or allowed under the Agreements and otherwise in connection with the transactions envisaged by the Warrantholder shall holding the majority of the outstanding Warrants from time to time:Agreements; 7.1 the Company shall have on (b) it will not (i) between the date of grant this Agreement and the Settlement Date (both dates inclusive), save as may be necessary to comply with applicable laws or regulations, make any press release or cause any notice, advertisement or similar information relating to the Notes to be published without the prior approval of the Warrants Joint Lead Managers and shall maintain all necessary authorisations pursuant (ii) file or publish any information (including any press release, notice, advertisement or similar information) in connection with the Notes that uses any form of the name of the Joint Lead Managers or refers to the Law Joint Lead Managers or their relationship with the Issuer, without such Joint Lead Managers' prior written consent to enable it the form of such reference (such consent not to lawfully and fully perform its obligations under this Instrument to allot and issue Ordinary Shares upon the exercise of all Warrants issued and remaining exercisable from time to timebe unreasonably withheld or delayed); 7.2 if at (c) it will not make any time an offer is made amendment or supplement to the Prospectus before the Settlement Date without the prior consent of the Joint Lead Managers (such consent not to be unreasonably withheld or delayed); (d) it will use the net proceeds received by it from the Issue in the manner specified in the Prospectus; (e) no proceeds of the Issue will be used in a manner that would violate anti-bribery or anti- corruption laws and regulations applicable to the Issuer; (f) it will ensure that all holders of Ordinary Shares (or all such holders other than the offeror and/or any company controlled by the offeror and/or persons acting in concert with the offeror) to acquire the whole or any part of the Ordinary Share capital proceeds raised in connection with the Issue will not directly or indirectly be: (i) lent, contributed or otherwise made available to any subsidiary, joint venture partner or other person or entity (whether or not related to the Issuer) to fund any activities of or business with any entity or individual that, at the time of such funding, (A) is listed on, acting for or on behalf of, or owned or controlled by any persons identified on, the "Specially Designated Nationals and Blocked Persons" list (the SDN list) or the "Sectoral Sanctions Identifications List" or any similar list maintained by the U.S. Department of State, the United Nations, the European Union, His Majesty's Treasury, or other relevant sanctions authority or (B) is currently the subject or the target of any U.S. sanctions administered or enforced by the U.S. Government, (including, without limitation, the Office of Foreign Assets Control of the CompanyU.S. Department of the Treasury (OFAC) or the U.S. Department of State), or any similar sanctions or measures imposed by the United Nations Security Council, His Majesty's Treasury, the Company European Union or any other relevant sanctions authority (collectively, Sanctions; such authorities, collectively, Sanctions Authorities); (ii) used to fund any activities of or business in a country, region or territory that is the subject or target of Sanctions, including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the so-called Kherson Region of Ukraine, the so-called Zaporizhzhia People’s Republic, Cuba, Iran, North Korea, Russia, Sevastopol, South Sudan, Sudan and Syria (each a Sanctioned Country); or (iii) used in any other manner that will as soon as possible give notice of such offer to the Warrantholders and use its best endeavours to procure that result in a full and adequate opportunity is given to the Warrantholders to exercise the Warrants and source funding for such exercise, and that a like offer, being one pari passu with the best terms offered to holders of Ordinary Shares, is extended in respect of any Ordinary Shares issued upon exercise of the Warrants; the publication of a scheme of arrangement providing for the acquisition violation by any person participating in the transaction, whether as underwriter, advisor, investor or otherwise of the whole or any part of the Ordinary Share capital of the Company shall be deemed to be the making of an offer for the purposes of this clause 6.2 and references herein to such an offer shall be read and construed accordinglySanctions; and 7.3 if at (g) it agrees, in order to ensure orderly and effective marketing of the offering and issuance of the Notes, from the date of this Agreement until 30 days after the Settlement Date not to implement, announce or otherwise notify – without the Joint Lead Managers' prior written approval – any time other transaction or transactions on the Czech capital market, which would include an offer of debt securities issued or invitation is made guaranteed by the Company to the holders of Ordinary Shares for the purchase by the Company of any of the Ordinary Shares, the Company shall simultaneously give notice thereof to the Warrantholders who shall be entitled at any time while such offer or invitation is open for acceptance, to exercise their Warrants on the terms (subject to any adjustments pursuant to clause 4 above) on which the same could have been exercised if they had been exercisable and had been exercised on the day immediately preceding the record date for such offer or invitationIssuer.

Undertakings. Unless otherwise authorised in writing by the Warrantholder shall holding the majority of the outstanding Warrants from time to time(a) The undersigned registrant hereby undertakes: 7.1 the Company shall have on the date of grant of the Warrants and shall maintain all necessary authorisations pursuant (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to include any material information with respect to the Law to enable it to lawfully and fully perform its obligations under this Instrument to allot and issue Ordinary Shares upon plan of distribution not previously disclosed in the exercise of all Warrants issued and remaining exercisable from time to time; 7.2 if at any time an offer is made to all holders of Ordinary Shares (or all such holders other than the offeror and/or any company controlled by the offeror and/or persons acting in concert with the offeror) to acquire the whole registration statement or any part material change to such information in the registration statement. (2) That, for the purpose of determining any liability under the Ordinary Share capital Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the Companysecurities offered therein, and the Company will as soon as possible give notice offering of such offer to the Warrantholders and use its best endeavours to procure securities at that a full and adequate opportunity is given to the Warrantholders to exercise the Warrants and source funding for such exercise, and that a like offer, being one pari passu with the best terms offered to holders of Ordinary Shares, is extended in respect of any Ordinary Shares issued upon exercise of the Warrants; the publication of a scheme of arrangement providing for the acquisition by any person of the whole or any part of the Ordinary Share capital of the Company time shall be deemed to be the making initial bona fide offering thereof. (3) To remove from registration by means of an offer for the purposes of this clause 6.2 and references herein to such an offer shall be read and construed accordingly; and 7.3 if at any time an offer or invitation is made by the Company to the holders of Ordinary Shares for the purchase by the Company of a post-effective amendment any of the Ordinary Sharessecurities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the Company shall simultaneously give notice thereof registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the Warrantholders who shall question whether such indemnification by it is against public policy as expressed in the Act and will be entitled at any time while governed by the final adjudication of such offer or invitation is open for acceptance, to exercise their Warrants on the terms (subject to any adjustments pursuant to clause 4 above) on which the same could have been exercised if they had been exercisable and had been exercised on the day immediately preceding the record date for such offer or invitation.issue. 4