Common use of REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS Clause in Contracts

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 5.1 The Issuer hereby represents, warrants and undertakes to the Subscriber in the terms set out in this Clause 5 and Schedule 3 as at the date hereof and as at Completion. 5.2 The Subscriber hereby represents, warrants and undertakes to the Issuer in the terms set out in this Clause 5 and Schedule 4 as at the date hereof and as at Completion. 5.3 The Issuer is deemed to have repeated all the Issuer Warranties on the basis that such Issuer Warranties will, at all times from the date of this Agreement up to and including the Completion Date, be true, complete and accurate in all material respects (with respect to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Issuer Warranties shall have effect as if given at each of such times as well as the date of this Agreement. 5.4 The Subscriber is deemed to have repeated all the Subscriber Warranties on the basis that such Subscriber Warranties will, at all times from the date of this Agreement up to and including the Completion Date, be true, complete and accurate in all material respects (with respect to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Subscriber Warranties shall have effect as if given at each of such times as well as the date of this Agreement. 5.5 Each Warranty shall be construed as a separate warranty and (save as expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms of any other Warranty or any other terms of this Agreement. 5.6 If any party fails to perform any of its obligations in any material respect (including its obligation at Completion) under this Agreement or breaches any of the terms set out in this Agreement or any Warranties given by it in any material respect prior to Completion, then without prejudice to all and any other rights and remedies available at any time to a non-defaulting party (including but not limited to the right to damages for any loss suffered by that party), any non-defaulting party may by notice either require the defaulting party to perform such obligations or, insofar as the same is practicable, remedy such breach or to the extent it relates to the failure of the defaulting party to perform any of its obligations on or prior to Completion in any material respect, treat the defaulting party as having repudiated this Agreement and rescind the same, whereupon neither party shall be obliged to perform any of its obligations hereunder and shall not have any claim against each other, except in respect of claims arising out of any antecedent breach of this Agreement. The rights conferred upon the respective parties by the provisions of this Clause 5 do not prejudice any other rights the respective parties may have under law. Failure to exercise any of the rights herein conferred shall not constitute a waiver of any such rights. 5.7 The Issuer agrees to indemnify and hold harmless the Subscriber from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any breach of any of the Issuer Warranties and obligations under this Agreement. 5.8 The Subscriber agrees to indemnify and hold harmless the Issuer from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any breach of any of the Subscriber Warranties and obligations under this Agreement. 5.9 The Issuer acknowledges that the Subscriber is entering into this Agreement in reliance on the Issuer Warranties.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 5.1 The Issuer hereby representsCompany and the Existing Shareholder jointly and severally: 5.1.1 represent, warrants warrant and undertakes undertake to the Subscriber each Investor in the terms of the Warranties set out in this Clause schedule 5 and Schedule 3 as at accept that each Investor is entering into this Agreement in reliance upon each of such Warranties notwithstanding any investigations which the date hereof Investors or any of their respective directors, officers, employees, agents or advisors may have made and as at Completionnotwithstanding any information regarding the Group which may otherwise have come into the possession of any of the foregoing; 5.1.2 undertake to indemnify each Investor against any costs (including all legal costs), expenses or other liabilities which it may incur in connection with: (a) the settlement of any claim in the event that any of such Warranties are in any material respect untrue or misleading or have been breached in any material respect; (b) any legal proceedings in which the Investor claims that any of such Warranties are untrue or misleading in any material respect or have been breached in any material respect and in which judgment is given for the Investor; or (c) the enforcement of any such settlement or judgment. 5.2 The Subscriber hereby represents, warrants Without prejudice to any other rights and undertakes remedies available at any time to the Issuer Investors (including but not limited to any right to damages for any loss suffered by the Investors), the Investors may (if the effect of any breach of any Warranty in any respect is that any Group Company, or any asset of any such company, is worth less than its value which would have been if there had been no such breach or that any Group Company is or will be under a liability or an increased or substituted liability which would not have subsisted if there had been no such breach) by notice to the Existing Shareholder and/or the Company require it or them to make good to the relevant Group Company the diminution in the terms set out value of the Group Company or asset or all loss occasioned by such liability or increased or substituted liability by a payment in this Clause 5 and Schedule 4 as cash to the relevant Group Company or (at the date hereof and Investors’ option) to pay to the Investors an amount equal to the diminution thereby caused in the value of the Shares subscribed by them hereunder. If any such payment gives rise to a liability to Taxation on the part of the relevant Group Company or the Investors as at Completionthe recipients thereof, such payment shall be increased by such an amount as shall ensure that, after payment of such Taxation, the recipients shall have received an amount equal to the payment otherwise required hereby to be paid. 5.3 The Issuer is deemed to have repeated all Each of the Issuer Warranties on the basis that such Issuer Warranties will, at all times from the date of this Agreement up to and including the Completion Date, be true, complete and accurate in all material respects (with respect to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Issuer Warranties shall have effect as if given at each of such times as well as the date of this Agreement. 5.4 The Subscriber is deemed to have repeated all the Subscriber Warranties on the basis that such Subscriber Warranties will, at all times from the date of this Agreement up to and including the Completion Date, be true, complete and accurate in all material respects (with respect to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Subscriber Warranties shall have effect as if given at each of such times as well as the date of this Agreement. 5.5 Each Warranty shall be construed as a separate warranty Warranty and (save as expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms of any other Warranty or any other terms of this Agreement. 5.6 If any party fails 5.4 Any rights to perform which the Investors may be or become entitled by reason of any of its obligations the Warranties and all remedies which may be available to the Investors in consequence of any of the Warranties being in any respect untrue or misleading or breached in any respect shall enure for the benefit of any assignee of the Investors which is the beneficial owner for the time being of any of the Subscription Shares subscribed by the Investors hereunder. 5.5 The Warranties shall be deemed to be repeated to each Investor immediately before Completion in respect of that Investor and to relate to the facts then existing. 5.6 The Company and the Existing Shareholder jointly and severally undertake to each of the Investors that they shall not, and shall use their best endeavours to procure that no Group Company shall, do or allow or procure any act or omission before Completion in respect of that Investor which would constitute a breach in any material respect (including its obligation at Completion) under this Agreement or breaches of any of the terms set out in this Agreement Warranties at Completion or which would make any of the Warranties given by it in any material respect prior inaccurate or misleading if it is so given. 5.7 Notwithstanding any rule of law or equity to Completionthe contrary, then without prejudice to all and any release, waiver or compromise or any other arrangement of any kind whatsoever which the Investor may agree to or effect in relation to any of the Company and the Existing Shareholder in connection with this Agreement, and in particular the Warranties, shall not affect the rights and remedies available at any time to a non-defaulting party (including but not limited to the right to damages for any loss suffered by that party), any non-defaulting party may by notice either require the defaulting party to perform such obligations or, insofar as the same is practicable, remedy such breach or to the extent it relates to the failure of the defaulting party to perform any of its obligations on or prior to Completion in any material respect, treat the defaulting party Investors as having repudiated this Agreement and rescind the same, whereupon neither party shall be obliged to perform any of its obligations hereunder and shall not have any claim against each other, except in respect of claims arising out of any antecedent breach of this Agreement. The rights conferred upon the respective parties by the provisions of this Clause 5 do not prejudice regards any other rights the respective parties may have under law. Failure to exercise any of the rights herein conferred shall not constitute a waiver of any such rights. 5.7 The Issuer agrees to indemnify and hold harmless the Subscriber from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any breach of any of the Issuer Warranties and obligations under this Agreementparties. 5.8 The Subscriber agrees Warranties are given subject to indemnify the matters fully and hold harmless specifically disclosed in the Issuer from Accounts but no other information relating to the Group of which the Investor has knowledge and no investigation by or on behalf of the Investors shall prejudice any claim made by any Investor under the Warranties or operate to reduce any amount recoverable, and liability in respect thereof shall not be confined to breaches discovered before Completion and it shall not be a defence to any claim against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out the Company or the Existing Shareholder that the Investors knew or ought to have known or had constructive knowledge of any breach of any of information relating to the Subscriber Warranties and obligations under this Agreementcircumstances giving rise to the claim. 5.9 The Issuer acknowledges Company undertakes to the Investors that, and the Existing Shareholder shall procure that, the Company shall not: 5.9.1 prior to the Group Reorganisation, reduce its beneficial interest (whether direct or indirect) in any PRC Subsidiary (other than in respect of Shanghai New Take Digital Technology Co., Ltd. in which the Company holds a 81% shareholding) to below 90% (and in the case of Shanghai New Take Digital Technology Co., Ltd., to below 81%) of the registered capital ([Name in Chinese]) of such PRC Subsidiary; and 5.9.2 after the Group Reorganisation, reduce its beneficial interest (whether direct or indirect) in any PRC Subsidiary to below 100% of the registered capital ([Name in Chinese]) of such PRC Subsidiary, other than in respect of Shanghai New Take Digital Technology Co., Ltd. in which the Company shall not reduce its beneficial interest (whether direct or indirect) to below 90% of the registered capital ([Name in Chinese]). 5.10 In consideration of the Investors investing in the Company at the Existing Shareholder’s request in the manner set out herein and in consideration of the payment of HK$50 by the Investors to the Existing Shareholder (receipt of which is hereby acknowledged), the Existing Shareholder undertakes to the Investors that save for the Subscriber transactions contemplated under clause 6.1.9, it shall not reduce the number of Shares legally and beneficially owned by it as from the date hereof. 5.11 In consideration of the Investors investing in the Company at Xx. Xxxx and Xx. Xxxx’x request in the manner set out herein and in consideration of the payment of HK$50 by the Investors to Xx. Xxxx and Xx. Xxxx (receipt of which is entering into this Agreement hereby acknowledged), Xx. Xxxx and Xx. Xxxx jointly and severally undertake to the Investors that, for the period commencing from the date hereof and expiring on: 5.11.1 the date one year from a Qualified IPO; or 5.11.2 such date as the Investors shall hold less than 312,002 Shares, whichever shall occur the later, they shall not reduce their existing equity interests, whether direct or indirect, in reliance on the Issuer Warrantiesregistered capital ([Name in Chinese]) of any PRC Subsidiaries in which they hold equity interests at the date hereof, save for the purpose and only to the extent of the Group Reorganisation, and they shall not, after the Group Reorganisation or during such time as they hold direct or indirect equity interest in the Company, whichever is the earlier, at any time reduce their direct or indirect equity interests in the Company. 5.12 The Company undertakes that any Intellectual Property and/or Information Technology rights owned by any Group Company will not be licensed, assigned or transferred unless such licensing, assignment or transfer is in favour of the Company.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 5.1 The Issuer hereby representsYou represent and -------------------------------------------- warrant to and undertake that: (a) You are familiar with Securities Act Release No. 4968, warrants Rule 15c2-8 under the Exchange Act, Section 4(3) of Securities Act and undertakes Section 24(d) of the Investment Company Act relating to the Subscriber distribution and delivery of preliminary and final prospectuses and will comply therewith. You will deliver thereafter to any customer whose Shares you are holding as record holder copies of the annual and interim reports and proxy solicitation materials relating to the Shares. (b) You agree to keep an accurate record of distributions (including dates, number of copies and persons to whom sent) of copies of any Prospectus (and any SAI) for each Series of the Trust (or any amendment or supplement) and, promptly upon request by Bear Xxxxxxx, to bring all subsequent changes to such Prospectus to the attention of anyone to whom such material shall have been distributed. You further agree to furnish to persons who receive a confirmation of sale of shares of any Series of the Trust a copy of the relevant Prospectus for such Series of the Trust filed pursuant to Rule 497 under the Securities Act. You further agree to furnish a copy of the relevant SAI to anyone who requests it within three business days of your receipt of the request. (c) You will make all reasonable efforts to obtain proxies from such purchasers whose Shares you are holding as record holder. Additional copies of a Series' Prospectuses, SAI, annual or interim reports, proxy solicitation materials and any other printed information supplemental to such material will be supplied as reasonably requested. (d) You are a broker-dealer registered with the Securities and Exchange Commission (the "SEC") and a member in good standing of the National Association of Securities Dealers, Inc. (the "NASD") or, in the terms set out alternative, you are a foreign dealer or bank, not required to be registered as a broker-dealer with the SEC and not required or eligible to be a member of the NASD. If you are such an NASD member, you agree that in this Clause 5 and Schedule 3 as at making sales of shares of the date hereof and as at Completion. 5.2 The Subscriber hereby representsone or more Classes of Shares of each Series of the Trust, warrants and undertakes you will comply with all applicable rules of the NASD, including without limitation, rules pertaining to the Issuer opening, approval, supervision and monitoring of customer accounts, the NASD's Interpretation with Respect to Free-Riding and Withholding and Sections 2730, 2740 and 2750 of the NASD's Conduct Rules. If you are such an unregistered foreign dealer or bank, you agree not to offer or sell, or to agree to offer or sell, directly or indirectly, any shares to any party to whom such shares may not be sold (unless the seller is so registered and a member of the NASD), and in making sales of such shares you agree to comply with the terms set out NASD's Interpretation with Respect to Free-Riding and Withholding and Sections 2730, 2740 and 2750 of the NASD's Conduct Rules as though you were a member in this Clause 5 good standing of the NASD and Schedule 4 to comply with Section 2420 of such Conduct Rules as at it applies to a nonmember broker or dealer in a foreign country. You agree to abide by all other Rules and Regulations of the date hereof NASD, including Section 2830 of its Conduct Rules, and as at Completion. 5.3 The Issuer is deemed all applicable state and Federal laws, rules and regulations. Your acceptance also constitutes a representation that you have been duly authorized by proper corporate or partnership action to have repeated all the Issuer Warranties on the basis that such Issuer Warranties will, at all times from the date of enter into this Agreement up and to and including perform your obligations hereunder. You will not accept any orders from any broker, dealer or financial institution that is purchasing Shares from you with a view toward distribution unless you have obtained such person's or entity's written consent to be bound by the Completion Date, be true, complete and accurate in all material respects (with respect to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Issuer Warranties shall have effect as if given at each of such times as well as the date of this Agreement. 5.4 The Subscriber is deemed to have repeated all the Subscriber Warranties on the basis that such Subscriber Warranties will, at all times from the date of this Agreement up to and including the Completion Date, be true, complete and accurate in all material respects (with respect to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Subscriber Warranties shall have effect as if given at each of such times as well as the date of this Agreement. 5.5 Each Warranty shall be construed as a separate warranty and (save as expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms of any other Warranty or any other terms of this Agreement. 5.6 If any party fails (e) You undertake to perform any comply, with respect to your offering of its obligations in any material respect (including its obligation at Completion) under Shares to the public pursuant to this Agreement or breaches any Agreement, with all applicable provisions of the terms set out Securities Act, the Exchange Act the Investment Company Act, the rules and regulations under these Acts and with applicable rules of the NASD. (f) You represent that any compensation payable to you hereunder (i) will be disclosed to your customers; (ii) will be authorized by your customers; and (iii) will not result in this Agreement or any Warranties given by it in any material respect prior an excessive fee to Completionyou. In addition, then without prejudice to all and any other rights and remedies available at any time if an issue relating to a non-defaulting party Class' 12b-1 Plan (including but not limited to as defined below) is submitted for shareholder approval, you will vote any Shares held for your own account in the right to damages for any loss suffered by that party), any non-defaulting party may by notice either require the defaulting party to perform such obligations or, insofar same proportion as the same is practicable, remedy such breach or to the extent it relates to the failure vote of the defaulting party to perform any Shares held by your customers on such issue. You further represent that in effecting the purchase or redemption of its obligations on or prior to Completion Shares in any material respect, treat accordance with the defaulting party as having repudiated this Agreement and rescind the same, whereupon neither party shall be obliged to perform any of its obligations hereunder and shall not have any claim against each other, except in respect of claims arising out of any antecedent breach terms of this Agreement. The rights conferred : (i) you shall act solely as agent for the account of your customer; (ii) purchases or redemptions of Shares shall be initiated solely upon the respective parties by instruction and order of your customer; (iii) the provisions customer will have full beneficial ownership of this Clause 5 do not prejudice any other rights Shares purchased upon its authorization and order; and (iv) all transactions shall be for the respective parties may have under law. Failure to exercise any account of the rights herein conferred customer and under no circumstances for your account, and shall not constitute a waiver of be without recourse to you. Under no circumstances will you make any such rightsoral or written representations to the contrary. 5.7 The Issuer agrees to indemnify and hold harmless the Subscriber from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any breach of any of the Issuer Warranties and obligations under this Agreement. 5.8 The Subscriber agrees to indemnify and hold harmless the Issuer from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any breach of any of the Subscriber Warranties and obligations under this Agreement. 5.9 The Issuer acknowledges that the Subscriber is entering into this Agreement in reliance on the Issuer Warranties.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 5.1 (A) The Issuer Vendor hereby representsrepresent, warrants warrant and undertakes undertake to the Subscriber Purchaser as at the date of this Agreement and the date of Completion in the terms set out in this Clause 5 Schedule 2 and Schedule 3 as at acknowledge that the date hereof and as at Completion. 5.2 The Subscriber hereby represents, warrants and undertakes to the Issuer Purchaser in the terms set out in this Clause 5 and Schedule 4 as at the date hereof and as at Completion. 5.3 The Issuer is deemed to have repeated all the Issuer Warranties on the basis that such Issuer Warranties will, at all times from the date of entering into this Agreement up is relying on such representations, warranties and undertakings and the Purchaser shall be entitled to and including treat the Completion Date, be true, complete and accurate in all material respects (with respect to the facts and circumstances subsisting at such time except same as specifically provided otherwise) and such Issuer Warranties shall have effect as if given at each of such times as well as the date conditions of this Agreement. 5.4 The Subscriber is deemed (B) Insofar as the Warranties relate in whole or in part to have repeated all material matters of fact they shall constitute representations upon which the Subscriber Warranties on the basis that such Subscriber Warranties will, at all times from the date of Purchaser has entered into this Agreement up to and including the Completion Date, be true, complete and accurate in all material respects (with respect to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Subscriber Warranties shall have effect as if given at each of such times as well as the date of this Agreement. 5.5 Each Warranty shall be construed as a separate warranty and Warranties (save as expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms of any other Warranty Warranties or any other terms term of this Agreement. 5.6 If (C) In addition to the Purchaser’s right to damages or any party fails other right at common law in respect of any breach of the Warranties, the Vendor undertake with the Purchaser to perform hold the Purchaser indemnified against any loss or liability suffered by the Purchaser as a result of or in connection with any breach of any of its obligations the Warranties and in respect of any depletion in the assets of the Company occasioned or suffered in connection therewith or with the rectifying of any breach of the Warranties together with all costs, charges, interest, penalties and expenses incidental or relating thereto properly incurred. (D) The Vendor undertakes to timely notify the Purchaser in writing of any matter or thing of which they become aware which is or may be a material breach of or materially inconsistent with any of the Warranties before Completion. (E) The Vendor waives any and all claims which they might otherwise have against the Company in respect of the completeness or accuracy of any information supplied, or of any failure to supply information, by or on behalf of the Company or any director or employee thereof to the Vendor or any of their advisers in connection with this Agreement or otherwise. (F) The Vendor shall not do, allow or procure any act or permit any omission by the Company before Completion which would constitute a breach of any of the Warranties in any material respect if they were given at the time of such act or omission or at Completion or which would make any of the Warranties inaccurate or misleading in any material respect if they were so given. The Vendor undertake to disclose to the Purchaser in writing any matter occurring prior to Completion which constitutes or may lead to a breach of or is inconsistent with any of the Warranties in any material respect or which may render any of the Warranties inaccurate or misleading in any material respect (including its obligation at Completion) under this Agreement or breaches which would constitute a breach of or be inconsistent with any of the terms set out in this Agreement or any Warranties given by it in any material respect prior , or renders any of them inaccurate or misleading in any material respect, if the Warranties were given at the time of such occurrence) immediately upon becoming aware of the same. (G) Where a Warranty is made or given “so far as the Vendor are aware”, such Warranty shall be deemed to Completion, then without prejudice to all and any other rights and remedies available at any time to a non-defaulting party (including but not limited be given to the right to damages for any loss suffered by that party)knowledge, any non-defaulting party may by notice either require the defaulting party to perform such obligations or, insofar as the same is practicable, remedy such breach or to the extent it relates to the failure information and belief of the defaulting party Vendor after making due and careful enquiries before giving such Warranty of the appropriate directors, employees and professional advisers to perform any confirm the accuracy of its obligations each Warranty so given and having used all their reasonable endeavours to ensure that the matters so warranted by them are true and accurate in all respects. (H) If it is found on or prior to Completion that any of the Warranties is in any material respectrespect untrue, treat incorrect or unfulfilled or if the defaulting party as having repudiated Purchaser becomes aware of the occurrence of a Material Adverse Change (or its effect), the Purchaser shall be entitled by notice in writing to the Vendor to rescind this Agreement and rescind but (i) the same, whereupon neither party shall be obliged to perform any of its obligations hereunder and shall not have any claim against each other, except in respect of claims arising out of any antecedent breach of this Agreement. The rights conferred upon the respective parties failure by the provisions of this Clause 5 do not prejudice any other rights the respective parties may have under law. Failure Purchaser to exercise any this right of the rights herein conferred rescission shall not constitute a waiver of any such rights. 5.7 The Issuer agrees to indemnify and hold harmless other rights of the Subscriber from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, Purchaser arising out by reason of any breach of any of the Issuer Warranties and obligations under this Agreement(ii) exercise of such right shall be without prejudice to any other rights and remedies the Purchaser may have hereunder. 5.8 (I) The Subscriber agrees Vendor undertakes with the Purchaser to indemnify and hold harmless the Issuer from Purchaser at all times indemnified against any Liability for Taxation which has arisen or may arise (or is deemed to have arisen) wholly or partly in respect of or in consequence of any event occurring or any income, profits or gains earned, accrued or received by the Company on or before the Completion Date, whether or not such taxation is chargeable against or attributable to any other person and against any and all losscosts, fees or expenses incurred in investigating, assessing or contesting that liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any breach of any of the Subscriber Warranties and obligations under this Agreement. 5.9 The Issuer acknowledges that the Subscriber is entering into this Agreement in reliance on the Issuer Warranties.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 5.1 The Issuer Except as set forth in the Schedule of Exceptions, the Warrantors hereby representsjointly and severally represent, warrants warrant and undertakes undertake to the Subscriber in Investors that each of the terms matters set out in this Clause 5 Schedule 4 are as of the date hereof true, complete and Schedule 3 as at correct and will be for all times after the date hereof and as at Completion. 5.2 The Subscriber hereby represents, warrants and undertakes to the Issuer in the terms set out in this Clause 5 and Schedule 4 as at the date hereof and as at Completion. 5.3 The Issuer is deemed to have repeated all the Issuer Warranties on the basis that such Issuer Warranties will, at all times from the date of this Agreement up to and including the Completion Date, be Date true, complete and accurate correct. 5.2 Each of the Warranties is without prejudice to any other Warranty and, except where expressly stated otherwise, no provision contained in all material respects this Agreement shall govern or limit the extent or application of any other Warranty. 5.3 Each of the Warrantors undertakes to notify the Investors in writing within three (3) Business Days after any matter or event which becomes known to it prior to the Completion and which may render any Warranty to be or to have been untrue or inaccurate. 5.4 The rights and remedies of any Investor in respect of a breach of any Warranty shall not be affected by any due diligence review or investigation made by or on behalf of such Investor into the affairs of any Group Company. 5.5 Notwithstanding any rule of law or equity to the contrary, any release, waiver or compromise or any other arrangement of any kind whatsoever which the Investors may agree to or effect in relation to any of the Warrantors in connection with this Agreement, and in particular the Warranties, shall not affect the rights and remedies of the Investors with regards to any other Parties. 5.6 Each of the Parties hereby severally represents and warrants to the other Parties that it has full power and authority to enter into and perform this Agreement; this Agreement when executed and delivered by them shall constitute valid and legally binding obligations of such party enforceable in accordance with their respective terms. 5.7 Each of the Warrantors undertakes, in relation to any Warranty which refers to his/its knowledge or information, that he/it has, with respect to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Issuer Warranties shall have effect as if given at each subject matter of such times Warranty, made such due inquiry and exercised such due diligence as well as a prudent business person would have made or exercised in the date management of his/ its business affairs, including due inquiry of those officers and directors of such Person who would be reasonably expected to be aware of such knowledge or information. 5.8 Each of the Warrantors hereby jointly and severally undertakes to the Investors to perform and procure the performance of this Agreement, and undertakes to indemnify the Investors for any failure to perform this Agreement in accordance with Clause 7 of this Agreement. 5.4 The Subscriber is deemed to have repeated all the Subscriber Warranties on the basis that such Subscriber Warranties will, at all times from the date of this Agreement up to and including the Completion Date, be true, complete and accurate in all material respects (with respect to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Subscriber Warranties shall have effect as if given at each of such times as well as the date of this Agreement. 5.5 Each Warranty shall be construed as a separate warranty and (save as expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms of any other Warranty or any other terms of this Agreement. 5.6 If any party fails to perform any of its obligations in any material respect (including its obligation at Completion) under this Agreement or breaches any of the terms set out in this Agreement or any Warranties given by it in any material respect prior to Completion, then without prejudice to all and any other rights and remedies available at any time to a non-defaulting party (including but not limited to the right to damages for any loss suffered by that party), any non-defaulting party may by notice either require the defaulting party to perform such obligations or, insofar as the same is practicable, remedy such breach or to the extent it relates to the failure of the defaulting party to perform any of its obligations on or prior to Completion in any material respect, treat the defaulting party as having repudiated this Agreement and rescind the same, whereupon neither party shall be obliged to perform any of its obligations hereunder and shall not have any claim against each other, except in respect of claims arising out of any antecedent breach of this Agreement. The rights conferred upon the respective parties by the provisions of this Clause 5 do not prejudice any other rights the respective parties may have under law. Failure to exercise any of the rights herein conferred shall not constitute a waiver of any such rights. 5.7 The Issuer agrees to indemnify and hold harmless the Subscriber from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any breach of any of the Issuer Warranties and obligations under this Agreement. 5.8 The Subscriber agrees to indemnify and hold harmless the Issuer from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any breach of any of the Subscriber Warranties and obligations under this Agreement. 5.9 The Issuer acknowledges that the Subscriber is entering into this Agreement in reliance on the Issuer Warranties.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 5.1 (A) The Issuer Company hereby represents, warrants and represents to and undertakes to with the Subscriber in the terms set out in this Clause 5 and Schedule 3 Investor that as at the date hereof and on each day up to and including Completion that:- (a) the Loan Capitalisation Shares shall be allotted and issued in accordance with the Articles of Association of the Company and in compliance with all relevant laws of Hong Kong and the Cayman Islands and shall have all the rights of the Shares as at Completion. 5.2 The Subscriber hereby represents, warrants defined and undertakes to the Issuer set forth in the terms set out Articles of Association of the Company and shall otherwise rank pari passu in this Clause 5 all respects inter se and Schedule 4 with all other Shares in the issued share capital of the Company as at the date hereof of issue; (b) the Loan Capitalisation Shares shall be allotted and issued fully paid up, free from any liens, claims, equities, pre-emptive rights, charges, encumbrances or third party rights of whatsoever nature and together with all rights attaching thereto at the date of Completion; (c) the Loan Capitalisation Shares represent approximately 1.2 per cent of the existing issued share capital of the Company as at Completion. 5.3 The Issuer is deemed to have repeated all the Issuer Warranties on the basis that such Issuer Warranties will, at all times from the date of this Agreement; (d) there shall be sufficient number of unissued Shares in the capital of the Company for the allotment and issue of the Loan Capitalisation Shares prior to Completion; (e) subject to the approval of the Shareholders and the Stock Exchange, the Company is fully capable of entering into this Agreement and performing all obligations and duties hereunder without the consent, approval, permission, licence or concurrence of any third party; (f) the Company has power under its memorandum of association and Articles of Association to issue the Loan Capitalisation Shares without any further sanction or consent by members of the Company; (g) the information set out in Recital (A) to this Agreement is accurate in all respects and that no change will be made in the authorised or issued share capital of the Company prior to the date of Completion; (h) the Company will not, and will procure that no company in the Group will, do or omit to do any thing which would cause any of the aforesaid warranties to be untrue at any time prior to or on the Completion Date; and (i) the whole of the issued share capital of the Company will continue to be listed and dealt in on the Stock Exchange up to and including the Completion Date. (B) The Company undertakes with the Investor that upon its becoming aware of the occurrence of any event which would cause or constitute a material breach of any of the warranties set out in Clause 5(A), be true, complete and accurate in all material respects (with respect it will promptly give written notice thereof to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Issuer Warranties shall have effect as Investor and, if given at each of such times as well as so requested by the date of this AgreementInvestor, use its best endeavours promptly to prevent or remedy the same. 5.4 The Subscriber is deemed to have repeated all (C) Each of the Subscriber Warranties on the basis that such Subscriber Warranties will, at all times from the date of this Agreement up to and including the Completion Date, be true, complete and accurate warranties set out in all material respects (with respect to the facts and circumstances subsisting at such time except as specifically provided otherwiseClause 5(A) and such Subscriber Warranties shall have effect as if given at each of such times as well as the date of this Agreement. 5.5 Each Warranty shall be construed as a separate and independent representation or warranty and or undertaking (save as expressly provided the case may be) to the contrary) intent that the Investor shall not be limited or restricted by reference to or inference from the terms have a separate claim and right of any other Warranty or any other terms action in respect of this Agreementevery breach. 5.6 If any party fails to perform any of its obligations in any material respect (including its obligation at CompletionD) under this Agreement or breaches any Each of the terms set out in this Agreement or any Warranties given by it in any material respect prior to Completion, then without prejudice to all parties hereby represents and any other rights and remedies available at any time to a non-defaulting party (including but not limited warrants to the right other parties that (i) he/it has the full power to damages for any loss suffered by that party), any non-defaulting party may by notice either require the defaulting party to perform such obligations or, insofar as the same is practicable, remedy such breach or to the extent it relates to the failure of the defaulting party to perform any of its obligations on or prior to Completion in any material respect, treat the defaulting party as having repudiated enter into this Agreement and rescind to exercise his/its rights and perform his/its obligations hereunder, (ii) (where relevant) save and except the sameapproval of the Shareholders and the Stock Exchange, whereupon neither party shall be obliged all corporate and other actions required to perform any authorise his/its entering into and execution of this Agreement and his/its performance of his/its obligations hereunder and shall not and/or thereunder have any claim against each otherbeen duly taken, except in respect of claims arising out of any antecedent breach of this Agreement. The rights conferred upon the respective parties by the provisions of this Clause 5 do not prejudice any other rights the respective parties may have under law. Failure to exercise any of the rights herein conferred shall not constitute a waiver of any such rights. 5.7 The Issuer agrees to indemnify and hold harmless the Subscriber from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any breach of any of the Issuer Warranties and obligations under this Agreement. 5.8 The Subscriber agrees to indemnify and hold harmless the Issuer from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any breach of any of the Subscriber Warranties and obligations under this Agreement. 5.9 The Issuer acknowledges that the Subscriber is entering into (iii) this Agreement in reliance will, when executed, be a legal, valid and binding agreement on the Issuer Warrantiesparty who executed it, enforceable in accordance with the terms thereof.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 5.1 8.1 The Issuer hereby Bank represents, warrants and undertakes to each of the Subscriber in Minister, the terms set out in this Clause 5 Commission, and Schedule 3 as at the date hereof NTMA that each of the Warranties is true, accurate and as at Completion. 5.2 not misleading. The Subscriber hereby represents, warrants and undertakes Bank acknowledges that each of the other parties to the Issuer in the terms set out in this Clause 5 and Schedule 4 as at the date hereof and as at Completion. 5.3 The Issuer is deemed to have repeated all the Issuer Warranties on the basis that such Issuer Warranties will, at all times from the date of this Agreement up to and including the Completion Date, be true, complete and accurate in all material respects (with respect to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Issuer Warranties shall have effect as if given at each of such times as well as the date of this Agreement. 5.4 The Subscriber is deemed to have repeated all the Subscriber Warranties on the basis that such Subscriber Warranties will, at all times from the date of this Agreement up to and including the Completion Date, be true, complete and accurate in all material respects (with respect to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Subscriber Warranties shall have effect as if given at each of such times as well as the date of this Agreement. 5.5 Each Warranty shall be construed as a separate warranty and (save as expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms of any other Warranty or any other terms of this Agreement. 5.6 If any party fails to perform any of its obligations in any material respect (including its obligation at Completion) under this Agreement or breaches any of the terms set out in this Agreement or any Warranties given by it in any material respect prior to Completion, then without prejudice to all and any other rights and remedies available at any time to a non-defaulting party (including but not limited to the right to damages for any loss suffered by that party), any non-defaulting party may by notice either require the defaulting party to perform such obligations or, insofar as the same is practicable, remedy such breach or to the extent it relates to the failure of the defaulting party to perform any of its obligations on or prior to Completion in any material respect, treat the defaulting party as having repudiated this Agreement and rescind the same, whereupon neither party shall be obliged to perform any of its obligations hereunder and shall not have any claim against each other, except in respect of claims arising out of any antecedent breach of this Agreement. The rights conferred upon the respective parties by the provisions of this Clause 5 do not prejudice any other rights the respective parties may have under law. Failure to exercise any of the rights herein conferred shall not constitute a waiver of any such rights. 5.7 The Issuer agrees to indemnify and hold harmless the Subscriber from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any breach of any of the Issuer Warranties and obligations under this Agreement. 5.8 The Subscriber agrees to indemnify and hold harmless the Issuer from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any breach of any of the Subscriber Warranties and obligations under this Agreement. 5.9 The Issuer acknowledges that the Subscriber is are entering into this Agreement in reliance on such Warranties and each such Warranty will be construed separately and will not be limited by reference (express or implied) to the Issuer Warrantiesterms of any other representation, warranty or undertaking or any other term of this Agreement. 8.2 The Warranties given pursuant to Clause 8.1 are given as of the date of this Agreement, and will be deemed to be repeated and given as of 8.00 am on the date of Admission in each case by reference to the facts and circumstances then existing, and will be treated as Warranties given and/or repeated on such dates. Warranties shall be deemed to be repeated under this Clause in relation to the relevant document, announcement or event on the basis that any reference in any such Warranty to something being done or something being the case in relation to such document, announcement or event which is expressed in the future tense shall be regarded as being expressed in the present tense. 8.3 The Bank undertakes to each of the Minister, the Commission, and the NTMA;: (a) that it will not cause or permit, and will procure (insofar as it is within its power) that none of its Group Companies, or the officers, employees and agents of any such Group Company (including the Directors and Senior Executives and the officers, employees and agents of the Bank) cause or permit any event to occur, or omit to do, anything that would, or would be reasonably likely to cause: (I) any Warranty to become untrue, inaccurate, misleading or breached; or (II) a breach of this Agreement to occur, in each case, before Admission; (b) immediately to give notice and reasonable details to each of the other parties to this Agreement if the Bank or any of its Directors becomes aware of a fact or circumstance that: (I) constitutes a breach of the Warranties given by it or has caused or would or would be reasonably likely to cause any Warranty given by it to become untrue, inaccurate or misleading if it were to be repeated by reference to the facts and circumstances (or the knowledge, opinions, intentions or expectations of any of the Directors) existing at any time before Admission; or (II) would cause any breach of this Agreement by the Bank. 8.4 For the purpose of Clauses 8.3(a) and 8.3(b): (a) each of the Warranties and the undertakings contained in this Clause 8 will take effect as if any qualification contained therein with respect to the knowledge, information, awareness or belief of the Bank or any of the Directors or any other person was excluded; and (b) the Bank will make reasonable enquiries to ascertain whether any of the Warranties was, or if so repeated would be, breached or untrue or inaccurate or whether a breach of the Agreement has occurred. 8.5 All representations, warranties and undertakings given or deemed to be given under this Agreement or any document delivered under it will remain in full force and effect notwithstanding the completion of the Placing and all other matters and arrangements referred to or contemplated by this Agreement. 8.6 For the purposes of this Clause 8 and Schedule 2, references to the knowledge, awareness or belief of the Directors or the Bank in respect of matters relating to the Group will be read and construed as references to such knowledge, awareness or belief after having made all due and careful enquiry.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 5.1 4.1 Each of the Company, the PRC Subsidiary and the Founders, jointly and severally, hereby represent, warrant and undertake to the Investor in the terms set forth in Schedule 4 and acknowledge that the Investor in entering into this Agreement is relying on such representations, warranties and undertakings. 4.2 The Issuer Selling Shareholders, jointly and severally, hereby represent, warrant and undertake to the Investor in the terms set forth in Schedule 5 and acknowledge that the Investor in entering into this Agreement is relying on such representations, warranties and undertakings. 4.3 The Investor hereby represents, warrants and undertakes to the Subscriber Company and the Selling Shareholders in the terms set out forth in Schedule 6 and acknowledge that the Company and the Selling Shareholders in entering into this Agreement are relying on such representations, warranties and undertakings. 4.4 The Collective Warranties and the Selling Shareholder Warranties are given subject to the matters disclosed in the Disclosure Letter, but no other information relating to the Company, the PRC Subsidiary, the Founders, the Selling Shareholders of which the Investor has knowledge (actual or constructive), no other information relating to the Investor of which the Company or any of the Selling Shareholders have knowledge (actual or constructive) and no investigation by or on behalf of the Investor, the Company or any of the Selling Shareholders shall prejudice any claim made by any Investor, the Company or any of the Selling Shareholders, as the case may be, under the indemnity contained in Clause 8 or operate to reduce any amount recoverable thereunder. It shall not be a defence to any claim against the Company, the PRC Subsidiary, the Selling Shareholders, the Founders or the Investor that the Investor or the Company as the case may be, knew or ought to have known or had constructive knowledge of any information (other than as disclosed in the Disclosure Letter) relating to the circumstances giving rise to such claim. For the avoidance of doubt, the Investor hereby acknowledges and agrees that notwithstanding the foregoing provision, the Investor is precluded from making any claim against the Company, the PRC Subsidiary, the Founders, the Selling Shareholders or any of them conerning any matters specifically disclosed in the Disclosure Letter with respect to any of the Collective Warranties and the Selling Shareholder Warranties. 4.5 The Collective Warranties, the Selling Shareholder Warranties and the Investor Warranties set forth in each paragraph of Schedule 4, Schedule 5 and Schedule 3 6, respectively, shall be separate and independent and save as at expressly provided shall not be limited by reference to any other paragraph or anything in this Agreement or the date hereof and as at CompletionSchedules. 5.2 4.6 The Subscriber hereby represents, warrants and undertakes to the Issuer in the terms set out in this Clause 5 and Schedule 4 as at the date hereof and as at Completion. 5.3 The Issuer is Warranties shall be deemed to have be repeated all the Issuer Warranties on the basis that such Issuer Warranties will, at all times from the date of this Agreement up to and including the Completion Date, be true, complete and accurate in all material respects (with respect reference to the facts and circumstances subsisting at such time except as specifically provided otherwiseFirst Investment and survive the First Investment. Notwithstanding the foregoing, none of the Company, the PRC Subsidiary, the Selling Shareholders, the Founders or the Investor shall have any liability for breach of any warranty (other than the Collective Warranties set forth in Clauses l(a), 2(a), 2(d), 2(e) and such Issuer 4(a) of Schedule 4, the Investor Warranties shall have effect as if given at each set forth in Clause l(a), Clause 2(a), 2(b), 2(c) and 2(d) and the first and second sentence of such times as well as Clause 3 of Schedule 6, and the date Selling Shareholder Warranties) or pursuant to Clause 8 following the third anniversary of this Agreementthe First Investment Date. 5.4 4.7 The Subscriber is deemed to have repeated all liability of the Subscriber Warranties on Company, the basis that such Subscriber Warranties willPRC Subsidiary, at all times from the date of this Agreement up to Founders and including the Completion Date, be true, complete and accurate in all material respects Selling Shareholders (collectively the “Relevant Parties”) with respect to any breach of the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Subscriber Collective Warranties shall have effect as if given at each of such times as well and/or, as the date of this Agreement.case may be, the Selling Shareholder Warranties is subject to the following: 5.5 Each Warranty (a) The Relevant Parties shall be construed as a separate warranty and (save as expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms of any other Warranty or any other terms of this Agreement. 5.6 If any party fails to perform any of its obligations in any material under no liability with respect (including its obligation at Completion) under this Agreement or breaches any of the terms set out in this Agreement or any Warranties given by it in any material respect prior to Completion, then without prejudice to all and any other rights and remedies available at any time to a non-defaulting party (including but not limited to the right to damages for any loss suffered by that party), any non-defaulting party may by notice either require the defaulting party to perform such obligations or, insofar as the same is practicable, remedy such breach or to the extent it relates to the failure of the defaulting party to perform any of its obligations on or prior to Completion in any material respect, treat the defaulting party as having repudiated this Agreement and rescind the same, whereupon neither party shall be obliged to perform any of its obligations hereunder and shall not have any claim against each other, except in respect of claims arising out of any antecedent breach of this Agreement. The rights conferred upon the respective parties by the provisions of this Clause 5 do not prejudice any other rights the respective parties may have under law. Failure to exercise any of the rights herein conferred shall not constitute a waiver of any such rights. 5.7 The Issuer agrees to indemnify and hold harmless the Subscriber from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any breach of any of the Issuer Collective Warranties and obligations under the Selling Shareholder Warranties or to indemnify as provided in Clause 8 of this AgreementAgreement unless they or the Relevant Party concerned has been given written notice that the Investor has commenced legal proceedings against any or all of the Relevant Parties or sought indemnification pursuant to Clause 8.4 hereof prior to the expiration of twenty-four (24) months from the First Investment Date. Any such claim shall be deemed to have been waived or withdrawn at the expiration of such twenty-four (24) month period unless notice is given. 5.8 (b) The Subscriber agrees to indemnify and hold harmless the Issuer from and against Relevant Parties shall not incur any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any liability for breach of any of the Subscriber Collective Warranties and obligations under the Selling Shareholder Warranties or to indemnify as provided in Clause 8 of this Agreement: (i) if such liability would not have arisen but for something voluntarily done (other than pursuant to a legal commitment created on or before the First Investment Date) solely by the Investor after the First Investment Date other than in the ordinary course of business of the Investor; or (ii) if such liability arises by reason of an increase in the statutory taxation rates applicable to the Company or any of its Subsidiaries or statutory change of the tax base of the Company or any of its Subsidiaries after the First Investment Date; or (iii) to the extent that specific provision or reserve with respect to such liability has been sufficiently identified in the Accounts. 5.9 (c) The Issuer acknowledges that Investor shall reimburse to the Subscriber Relevant Parties an amount equal to any sum paid by any of them with respect to a claim under any of the Collective Warranties and/or the Selling Shareholder Warranties or to be indemnified as provided in Clause 8 which is entering into this Agreement subsequently recovered by the Investor or paid to the Investor by a third party. (d) The aggregate liability of the Company, the PRC Subsidiary and the Founders for breach of the Collective Warranties and under the indemnity as provided in reliance on Clause 8 shall not exceed the Issuer Warrantiessum of US$4,000,000 and all interest accrued thereon at the per annum rate equal to LIBOR plus 1% from the First Investment Date, plus all reasonable costs and expenses incurred by the Investor due to such breach. (e) The aggregate liability of the Selling Shareholders for breach of the Selling Shareholder Warranties and under the indemnity as provided in Clause 8 shall not exceed the sum of US$1,000,000 and all interest accrued thereon at the per annum rate equal to LIBOR plus 1% from the First Investment Date, plus all reasonable costs and expenses incurred by the Investor due to such breach.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 5.1 9.1 The Issuer Vendors hereby representsjointly and severally represent, warrants warrant and undertakes undertake to the Subscriber Purchaser that they shall procure the due and proper performance of their obligations under this Agreement and the transactions contemplated hereunder. 9.2 The Vendors hereby jointly and severally represent, warrant and undertake to the Purchaser in the terms set out in this Clause 5 9 and Schedule 3 as at and that each of the date hereof Warranties is now and as at Completion. 5.2 The Subscriber hereby represents, warrants and undertakes to the Issuer in the terms set out in this Clause 5 and Schedule 4 as at the date hereof and as at Completion. 5.3 The Issuer is deemed to have repeated all the Issuer Warranties on the basis that such Issuer Warranties will, will at all times from the date of this Agreement up to and including the Completion DateCompletion, be true, complete and accurate in all material respects (with and not misleading in any material respect to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Issuer Warranties shall have effect as if given at each of such times as well as the date of this Agreement. 5.4 The Subscriber is deemed to have repeated all the Subscriber Warranties on the basis that they were deemed to be repeated at any time up to and including Completion and on the basis that a reference to such Subscriber Warranties will, at all times from time is substituted for any express or implied reference to the date of this Agreement and such warranties and representations shall be deemed to be given by the Vendors at such time as well as at the time of this Agreement accordingly. 9.3 The Vendors shall use their reasonable endeavours to procure that no act shall be performed or omission allowed which would result in any of the Warranties being breached or misleading in any respect at any time up to and including the Completion Date, be true, complete and accurate in all material respects (with respect to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Subscriber Warranties shall have effect as if given at each of such times as well as the date of this AgreementCompletion. 5.5 9.4 The Vendors accept and acknowledge that the Purchaser is entering into this Agreement in reliance upon representations, warranties and undertakings under this Agreement and in the terms of the Warranties made by the Vendors. 9.5 Each Warranty of the Warranties shall be construed as a separate and independent warranty to the intent that the Purchaser shall have a separate claim and right of action in respect of any breach thereof and (save as except where expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms of any other Warranty or any other terms term of this Agreement. 5.6 If any party fails to perform any of its obligations 9.6 The Warranties shall not in any material respect (including its obligation be extinguished or affected by Completion. 9.7 The Vendors jointly and severally undertake to the Purchaser that the Mortgage Amount shall not be more than HK$155,100,000.00 as at Completion) under the date of this Agreement and at all times up to the Completion Date. 9.8 The Vendors undertake to disclose to the Purchaser in writing as soon as practicable upon becoming aware of any matter occurring at any time prior to Completion which constitutes a breach of or breaches is inconsistent with any of the terms set out Warranties or which renders any of the Warranties inaccurate or misleading (or which would with the lapse of time constitute a breach of or be inconsistent with any of the Warranties, or render any of them inaccurate or misleading, as if the Warranties were given at the time of such occurrence). 9.9 The rights and remedies of the Purchaser in respect of any breach of the Warranties shall not be affected by the Purchaser rescinding, or failing to rescind, this Agreement or any other event or matter whatsoever except by way of a specific and duly authorised written waiver or release by the Purchaser. 9.10 The Vendors hereby jointly and severally undertake to indemnify and keep indemnified the Purchaser on demand in full from and against all liabilities, losses, damages, claims, actions, costs and expenses which have been incurred or suffered by the Purchaser and/or the Company as a result of or in connection with any breach of any of the Warranties given by it in any material respect prior to Completion, then without prejudice to all and any other rights and remedies available at any time to a non-defaulting party (including but not limited to (a) any diminution in the right value of the assets of and any payment made or required to be made by the Purchaser or the Company, (b) any costs and expenses incurred as a result of such breach, and (c) all costs, expenses, damages for and liabilities reasonably incurred either before or after the commencement of any loss suffered by that partyaction in connection with the settlement of any claim, and (d) any tax liability of the Company arising as a consequence of any event which occurred on or before the Completion), any non-defaulting party may by notice either require the defaulting party to perform such obligations or, insofar as the same is practicable, remedy such breach or . 9.11 The Vendors hereby jointly agree and undertake to the extent it relates to Purchaser that they shall indemnify the failure of Purchaser and the defaulting party to perform any of its obligations on or prior to Completion in any material respect, treat the defaulting party as having repudiated this Agreement Company and rescind the same, whereupon neither party shall be obliged to perform any of its obligations hereunder keep them fully and shall not have any claim against each other, except in respect of claims arising out of any antecedent breach of this Agreement. The rights conferred upon the respective parties by the provisions of this Clause 5 do not prejudice any other rights the respective parties may have under law. Failure to exercise any of the rights herein conferred shall not constitute a waiver of any such rights. 5.7 The Issuer agrees to indemnify and hold harmless the Subscriber effectively indemnified from and against any all payments, sums, outgoings, fees, demands, claims, losses, damages, costs, charges, expenses, fines, penalties, liabilities, compensation and all lossTax which may be sustained, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any breach of incurred or suffered by any of them in relation to Taxation payable by the Issuer Warranties Company resulting from or by reference to any income, profits, gains, transactions, events, matters or things earned, accrued, received, entered into or accruing up to the Completion Date. In this connection, the Vendors hereby jointly agree and obligations under this Agreement. 5.8 The Subscriber agrees undertake to indemnify and hold harmless execute the Issuer from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out Deed of any breach of any Tax Indemnity in favour of the Subscriber Warranties Purchaser (for itself and obligations under this Agreementas trustee for the Company) upon Completion. 5.9 The Issuer acknowledges that the Subscriber is entering into this Agreement in reliance on the Issuer Warranties.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 5.1 2.1 The Issuer Client hereby represents, warrants and undertakes to the Subscriber Trading Member as follows: (a) it has full capacity and authority to enter into this Agreement and instruct the Trading Member to enter into Transactions for the Client’s benefit; (b) it shall instruct the Trading Member to enter into Transactions for bona fide reasons and purposes, and not for illegal or unlawful purposes; (c) it has not relied and will not rely, and shall not claim to have relied on, the advice of the Trading Member in instructing the initiation of any Transaction and shall not hold the Trading Member responsible or liable for any losses, damages, costs, charges, expenses or other outgoings, including consequential or indirect losses such as loss of profit, loss of opportunity etc., that may result from the initiation of any Transaction. The Client acknowledges that the Trading Member, its affiliates or related corporations, or their respective employees or officers may take or maintain or assume directly opposite sides or positions to any instruction of the Client; (d) it is under no legal disability which would prevent it from instructing the Trading Member to undertake any Transactions, and all information supplied by the Client, including as contained in the terms set out in this Clause 5 SEBI Rights and Schedule 3 as at the date hereof Obligations document and as at Completion. 5.2 The Subscriber hereby represents, warrants and undertakes to the Issuer in the terms set out in this Clause 5 and Schedule 4 as at the date hereof and as at Completion. 5.3 The Issuer is deemed to have repeated all the Issuer Warranties on the basis that such Issuer Warranties will, at all times from the date of this Agreement up to and including the Completion Date, be is true, complete and accurate correct; (e) it will promptly notify the Trading Member, in all material respects (with respect writing, of any change in information provided by it to the facts Trading Member pursuant hereto and the SEBI Rights and Obligations document or of any change in circumstances subsisting at which would affect the representations and information given to the Trading Member or which would in any way affect the Client’s ability to instruct the Trading Member to enter into Transactions; (f) it will promptly notify the Trading Member, in writing, of any proceedings, investigations, litigations commenced against it including by any regulatory or statutory authority in its jurisdiction of incorporation, the adverse determination of which is likely to prevent or hinder the ability of the Client to instruct the Trading Member to enter into Transactions, or fulfil its obligations hereunder, or otherwise continue to hold positions in the Currency Derivatives Segment; (g) it has obtained and shall ensure that all necessary authorisations, approvals and consents of any governmental or other regulatory body or authority applicable to each Transaction are obtained and that the terms contained in the SEBI Rights and Obligations document and this Agreement, and all Applicable Rules are complied with and shall, if so requested by the Trading Member, supply such time except as specifically provided otherwise) and such Issuer Warranties shall have effect as if given at each of such times as well evidence as the date of this Agreement. 5.4 Trading Member may require as to compliance with the foregoing conditions. The Subscriber is deemed Client further acknowledges and confirms that the information provided and to have repeated all the Subscriber Warranties on the basis that such Subscriber Warranties will, at all times from the date of this Agreement up to and including the Completion Date, be true, complete and accurate in all material respects (with respect to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Subscriber Warranties shall have effect as if given at each of such times as well as the date of this Agreement. 5.5 Each Warranty shall be construed as a separate warranty and (save as expressly provided to the contraryTrading Member does not contain any untrue statement of a material fact, nor does it omit to state a material fact necessary in order to make the statements contained therein not misleading in light of the circumstances under which such statements were or are made; (h) it is aware of, has understood and agrees to be bound by and comply with the Applicable Rules and all applicable law, including with regard to any caps or limits prescribed by NSCCL, NSEIL, SEBI or RBI; (i) it has read and understood the Risk Disclosure Document for Currency Derivatives Segment available with the NSEIL and will keep itself current with all amendments thereto, and is instructing and will instruct the Trading Member to undertake the Transactions after being fully aware of and accepting the risks associated with the same; (j) it shall immediately inform the Trading Member in writing upon the occurrence of any Event of Default or any event which, with the passage of time or the giving of notice, may constitute an Event of Default and shall make available all other information to the Trading Member which may have a bearing on or otherwise affect the relationship of the Parties hereto; (k) it shall maintain records of all Transactions in accordance with applicable law, and for a period of at least 7 years, and shall provide such records, upon demand, to the Trading Member, and shall not be limited destroy or restricted by reference excise the same without prior written notice to or inference from the terms of Trading Member; (l) Notwithstanding any other Warranty or any other terms of this Agreement. 5.6 If any party fails to perform any of its obligations in any material respect (including its obligation at Completion) under this Agreement or breaches any of the terms set out provision in this Agreement or any Warranties given the Applicable Rules, the Client agrees that it shall not, acting alone or in concert with others, directly or indirectly, initiate Transactions beyond such limits as may be prescribed, from time to time, by it in any material respect prior to Completion, then without prejudice to all and the NSEIL or SEBI or any other rights Competent Authority. 2.2 The representations, warranties and remedies available at any time undertakings contained in this Clause are deemed repeated by the Client on each day that a Transaction is initiated by the Client and requested to a non-defaulting party (including but not limited to the right to damages be executed for any loss suffered by that party), any non-defaulting party may by notice either require the defaulting party to perform such obligations or, insofar as the same is practicable, remedy such breach or to the extent it relates to the failure and on behalf of the defaulting party to perform any of its obligations on or prior to Completion in any material respect, treat the defaulting party as having repudiated this Agreement and rescind the same, whereupon neither party shall be obliged to perform any of its obligations hereunder and shall not have any claim against each other, except in respect of claims arising out of any antecedent breach of this Agreement. The rights conferred upon the respective parties by the provisions of this Clause 5 do not prejudice any other rights the respective parties may have under law. Failure to exercise any of the rights herein conferred shall not constitute a waiver of any such rightsClient. 5.7 The Issuer agrees to indemnify and hold harmless the Subscriber from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any breach of any of the Issuer Warranties and obligations under this Agreement. 5.8 The Subscriber agrees to indemnify and hold harmless the Issuer from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any breach of any of the Subscriber Warranties and obligations under this Agreement. 5.9 The Issuer acknowledges that the Subscriber is entering into this Agreement in reliance on the Issuer Warranties.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 5.1 7.01 The Issuer Company hereby representsrepresents and warrants to, warrants and undertakes to with, CAIH that each of the Subscriber in the terms set out in this Clause 5 Warranties: (a) is and Schedule 3 as at the date hereof and as at Completion. 5.2 The Subscriber hereby represents, warrants and undertakes to the Issuer in the terms set out in this Clause 5 and Schedule 4 as at the date hereof and as at Completion. 5.3 The Issuer is deemed to have repeated all the Issuer Warranties on the basis that such Issuer Warranties will, at all times from the date of this Agreement up to and including the Completion Date, be true, complete true and accurate in all material respects (with respect to the facts and circumstances subsisting not misleading at such time except as specifically provided otherwise) and such Issuer Warranties shall have effect as if given at each of such times as well as the date of this Agreement.; and 5.4 The Subscriber is deemed (b) will be fulfilled down to have repeated and will remain true and accurate in all the Subscriber Warranties on the basis that such Subscriber Warranties will, at all times from the date of this Agreement respects and not misleading up to and including Completion. 7.02 The Warranties are given subject to matters fairly disclosed in the Completion Date, be true, complete and accurate in all material respects (with respect Disclosure Letter but no information relating to the facts and circumstances subsisting at such time except as specifically provided otherwiseGroup of which CAIH or any Affiliate has knowledge (actual or constructive) and such Subscriber no investigation by or on behalf of CAIH or any Affiliate shall prejudice or affect any claim by CAIH under the Warranties or operate to reduce any amount recoverable, and liability in respect thereof shall have effect as if given at each of such times as well as not be confined to breaches discovered before Completion. 7.03 The Company acknowledges that CAIH has entered into this Agreement in reliance upon the date of Warranties and has been induced by them to enter into this Agreement. 5.5 Each 7.04 Where any Warranty shall be construed as a separate warranty is qualified by knowledge, information, belief or awareness of the Company, the Company warrants and (save as expressly provided to the contrary) shall represents that it is not be limited or restricted by reference to or inference from the terms aware, having made due and careful enquiry, of any other fact or circumstance which makes the Warranty untrue. 7.05 Without restricting the rights of CAIH or otherwise restricting the ability of CAIH to claim damages on any other terms of this Agreement. 5.6 If any party fails basis available to perform any of its obligations it, in any material respect (including its obligation at Completion) under this Agreement or breaches the event that any of the terms set out Warranties is broken or (as the case may be) proves to be untrue or misleading, the Company shall on demand pay to CAIH or at CAIH's direction: (a) the amount necessary to put CAIH into the position in this Agreement which it would have been if the Warranties had not been broken or (as the case may be) proved to be untrue or misleading; and (b) all costs and expenses incurred by CAIH and any Affiliate as a result of such breach and any costs (including legal costs on an indemnity basis), expenses or liabilities which any of them may incur before or after the commencement of any action in connection with (i) any legal proceedings in which CAIH claims that any of the Warranties has been broken or is untrue or misleading in which judgment is given by it for CAIH or (ii) the enforcement or settlement of or judgment in any material respect of such claim. 7.06 If, prior to Completion, then any of Warranties is broken or proves to be untrue, misleading or incorrect in any respect CAIH shall not be bound to subscribe for the New Shares or purchase the Note or to proceed with any other transaction contemplated hereby and CAIH may by notice rescind this Agreement without liability on its part. The right conferred upon CAIH by this clause is in addition to and without prejudice to all and any other rights and remedies available at any time to a non-defaulting party of CAIH including, in particular, those under Clause 4.05. 7.07 The Company hereby agrees with CAIH (including but not limited to the right to damages for itself and as trustee for any loss suffered by that party), Subsidiary) to waive any non-defaulting party rights it may by notice either require the defaulting party to perform such obligations or, insofar as the same is practicable, remedy such breach or to the extent it relates to the failure of the defaulting party to perform any of its obligations on or prior to Completion in any material respect, treat the defaulting party as having repudiated this Agreement and rescind the same, whereupon neither party shall be obliged to perform any of its obligations hereunder and shall not have any claim against each other, except in respect of claims arising out of any antecedent breach of this Agreement. The rights conferred upon the respective parties misrepresentation or inaccuracy in any information or advice supplied or given by the provisions of this Clause 5 do not prejudice CRI Subsidiaries or its or any other rights CRI Subsidiary's officers, employees or advisers in connection with the respective parties may have under law. Failure to exercise any giving of the rights herein conferred shall not constitute a waiver of any such rights. 5.7 The Issuer agrees to indemnify and hold harmless Warranties or the Subscriber from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any breach of any preparation of the Issuer Warranties and obligations under this AgreementDisclosure Letter. 5.8 The Subscriber agrees to indemnify and hold harmless the Issuer from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any breach of any of the Subscriber Warranties and obligations under this Agreement. 5.9 The Issuer acknowledges that the Subscriber is entering into this Agreement in reliance on the Issuer Warranties.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 5.1 The Issuer hereby Company hereby: 5.1.1 represents, warrants and undertakes to the Subscriber in and his successors and assigns that each of the terms set out in this Clause 5 and Schedule 3 as at the date hereof and as at Completion. 5.2 The Subscriber hereby represents, warrants and undertakes to the Issuer in the terms set out in this Clause 5 and Schedule 4 as at the date hereof and as at Completion. 5.3 The Issuer Warranties is deemed to have repeated all the Issuer Warranties on the basis that such Issuer Warranties will, at all times from the date of this Agreement up to and including the Completion Date, be true, complete and accurate in all material respects (with respect and not misleading in any material respect, and will continue to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Issuer Warranties shall have effect as if given at each of such times as well as the date of this Agreement. 5.4 The Subscriber is deemed to have repeated all the Subscriber Warranties on the basis that such Subscriber Warranties will, at all times from the date of this Agreement be so up to and including the time of the Completion; 5.1.2 agrees that the Subscriber shall treat each of the Warranties as a condition of this Agreement. If prior to the Completion Date, any of the Warranties is found to be untrue, misleading or incorrect in any material respect, the Company undertakes to the Subscriber to use all reasonable endeavours to rectify the same before the Completion Date; 5.1.3 undertakes to indemnify and keep indemnified the Subscriber on demand from and against any loss or liability suffered by the Subscriber as a result of or in connection with any breach of any of the Warranties; and 5.1.4 undertakes to promptly notify the Subscriber before the Completion in writing of any matter or thing of which the Company becomes aware which is a breach of or inconsistent in any material respect with any of the Warranties. 5.2 The Subscriber hereby: 5.2.1 represents, warrants and undertakes to the Company that each of the followings is true, complete and accurate in all material respects (with respect to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Subscriber Warranties shall have effect as if given at each of such times as well as the date of this Agreement. 5.5 Each Warranty shall be construed as a separate warranty and (save as expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms of any other Warranty or any other terms of this Agreement. 5.6 If any party fails to perform any of its obligations in any material respect (including its obligation at Completion) under this Agreement or breaches any of the terms set out in this Agreement or any Warranties given by it in any material respect prior to Completion, then without prejudice to all and any other rights and remedies available at any time to a non-defaulting party (including but not limited to the right to damages for any loss suffered by that party), any non-defaulting party may by notice either require the defaulting party to perform such obligations or, insofar as the same is practicable, remedy such breach or to the extent it relates to the failure of the defaulting party to perform any of its obligations on or prior to Completion misleading in any material respect, treat and will continue to be so up to and including the defaulting party as having repudiated time of the Completion: (i) The Subscriber has the full power and capacity to enter into this Agreement and rescind to exercise his rights and perform his obligations hereunder (including the samesubscription and holding of the Subscription Shares) without being in breach of any applicable laws or regulations; (ii) This Agreement shall, whereupon neither party shall when executed, be obliged a legal, valid and binding agreement on him and enforceable in accordance with the terms hereof; and (iii) Save for the 31,092,000 Share Options granted to perform him by the Company, the Subscriber does not have, and is not deemed to have, any other interests or short positions in the shares, underlying shares or debentures of the Company or any of its obligations hereunder associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong). 5.2.2 agrees that the Company shall not have any claim against treat each other, except in respect of claims arising out of any antecedent breach Clauses 5.2.1(i) to 5.2.1(iii) as a condition of this Agreement. The rights conferred upon If prior to the respective parties by the provisions of this Clause 5 do not prejudice any other rights the respective parties may have under law. Failure to exercise Completion Date, any of Clauses 5.2.1(i) to 5.2.1(iii) is found to be untrue, misleading or incorrect in any material respect, the rights herein conferred shall not constitute a waiver of any such rights.Subscriber undertakes to the Company to use all reasonable endeavours to rectify the same before the Completion Date; 5.7 The Issuer agrees 5.2.3 undertakes to indemnify and hold harmless keep indemnified the Subscriber Company on demand from and against any and all loss, liability, claim, damages and expense whatsoever, loss or liability suffered by the Company as reasonably incurred, arising out a result of or in connection with any breach of any of Clauses 5.2.1(i) to 5.2.1(iii); and 5.2.4 undertakes to promptly notify the Issuer Warranties and obligations under this Agreement. 5.8 The Subscriber agrees to indemnify and hold harmless Company before the Issuer from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out Completion in writing of any matter or thing of which the Subscriber becomes aware which is a breach of or inconsistent in any material respect with any of the Subscriber Warranties and obligations under this AgreementClauses 5.2.1(i) to 5.2.1(iii). 5.9 The Issuer acknowledges that the Subscriber is entering into this Agreement in reliance on the Issuer Warranties.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 5.1 7.1 The Issuer Borrower hereby representsrepresents and warrants that the following representations, warrants warranties and undertakes to undertakings are true and not misleading: (a) The Borrower is a company, incorporated and validly existing under the Subscriber in laws of the terms set out in this Clause 5 and Schedule 3 as at the date hereof and as at Completionstate of its seat. 5.2 (b) The Subscriber hereby representsconclusion of this Agreement, warrants the performance of all rights and undertakes to the Issuer in the terms set out in fulfilment of all duties under this Clause 5 and Schedule 4 as at the date hereof and as at Completion. 5.3 The Issuer is deemed to Agreement have repeated been duly approved by all the Issuer Warranties on relevant bodies operating within the basis that Borrower's business and legal organization in accordance with all relevant legislation, the articles of association and all of the Borrower's other internal regulations, and does not require, nor will require, the consent or approval of any third party or all such Issuer Warranties will, at all times from approvals (if relevant) have already been granted and are valid and effective as of the date of this Agreement up to and including the Completion Date, be true, complete and accurate in all material respects (with respect to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Issuer Warranties shall have effect as if given at each of such times as well as the date of this Agreementexecution hereof. 5.4 The Subscriber is deemed to have repeated all (c) This Agreement has been duly executed by the Subscriber Warranties on Borrower and constitutes valid and binding obligations of the basis that such Subscriber Warranties willBorrower, at all times from enforceable against it in accordance with the date of this Agreement up to and including the Completion Date, be true, complete and accurate in all material respects (with respect to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Subscriber Warranties shall have effect as if given at each of such times as well as the date of this Agreement. 5.5 Each Warranty shall be construed as a separate warranty and (save as expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms of any other Warranty or any other terms of this Agreement. 5.6 If any party fails to perform any (d) Neither the conclusion nor the performance of its obligations in any material respect (including its obligation at Completion) under this Agreement shall result in the breach of any agreement to which the Borrower is a party, nor any other obligation, duty or breaches any limitation of the terms set out in this Agreement or any Warranties given by it in any material respect prior to Completion, then without prejudice to all and any other rights and remedies available at any time to a non-defaulting party (including but not limited to the right to damages for any loss suffered by that party), any non-defaulting party may by notice either require the defaulting party to perform such obligations or, insofar as the same is practicable, remedy such breach or to the extent it relates to the failure of the defaulting party to perform any of its obligations on or prior to Completion in any material respect, treat the defaulting party as having repudiated this Agreement and rescind the same, whereupon neither party shall be obliged to perform any of its obligations hereunder Borrower and shall not have violate any claim against each otherproperty rights of the Borrower or any third party. (e) No court, except in respect of claims arising out administrative, arbitration or other proceedings before any authority of any antecedent breach of this Agreement. The rights conferred upon jurisdiction are pending or, to the respective parties by the provisions of this Clause 5 do not prejudice any other rights the respective parties may have under law. Failure to exercise any best of the rights herein conferred shall not constitute Borrower's knowledge, threatening, which could, individually or in conjunction with other such proceedings, have a waiver of any such rights. 5.7 The Issuer agrees negative effect on the Borrower's ability to indemnify and hold harmless the Subscriber from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any breach of any of the Issuer Warranties and fulfil its payment obligations under in accordance with this Agreement. 5.8 (f) The Subscriber agrees to indemnify and hold harmless Borrower is not insolvent. No liquidation, bankruptcy, settlement or any other proceedings which would generally restrict the Issuer from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any breach of any rights of the Subscriber Warranties and obligations under this AgreementBorrower's creditors to the satisfaction of their receivables due from the Borrower are pending, or, to the best of the Borrower's knowledge, are threatening. 5.9 The Issuer acknowledges that the Subscriber is entering into this Agreement in reliance on the Issuer Warranties.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 5.1 7.01 The Issuer Company hereby representsrepresents and warrants to, warrants and undertakes to with, CAIH that each of the Subscriber in the terms set out in this Clause 5 Warranties: (a) is and Schedule 3 as at the date hereof and as at Completion. 5.2 The Subscriber hereby represents, warrants and undertakes to the Issuer in the terms set out in this Clause 5 and Schedule 4 as at the date hereof and as at Completion. 5.3 The Issuer is deemed to have repeated all the Issuer Warranties on the basis that such Issuer Warranties will, at all times from the date of this Agreement up to and including the Completion Date, be true, complete true and accurate in all material respects (with respect to the facts and circumstances subsisting not misleading at such time except as specifically provided otherwise) and such Issuer Warranties shall have effect as if given at each of such times as well as the date of this Agreement.; and 5.4 The Subscriber is deemed (b) will be fulfilled down to have repeated and will remain true and accurate in all the Subscriber Warranties on the basis that such Subscriber Warranties will, at all times from the date of this Agreement respects and not misleading up to and including Completion. 7.02 The Warranties are given subject to matters fairly disclosed in the Completion Date, be true, complete and accurate in all material respects (with respect Disclosure Letter but no information relating to the facts and circumstances subsisting at such time except as specifically provided otherwiseGroup of which CAIH or any Affiliate has knowledge (actual or constructive) and such Subscriber no investigation by or on behalf of CAIH or any Affiliate shall prejudice or affect any claim by CAIH under the Warranties or operate to reduce any amount recoverable, and liability in respect thereof shall have effect as if given at each of such times as well as not be confined to breaches discovered before Completion. 7.03 The Company acknowledges that CAIH has entered into this Agreement in reliance upon the date of Warranties and has been induced by them to enter into this Agreement. 5.5 Each 7.04 Where any Warranty shall be construed as a separate warranty is qualified by knowledge, information, belief or awareness of the Company, the Company warrants and (save as expressly provided to the contrary) shall represents that it is not be limited or restricted by reference to or inference from the terms aware, having made due and careful enquiry, of any other fact or circumstance which makes the Warranty untrue. 7.05 Without restricting the rights of CAIH or otherwise restricting the ability of CAIH to claim damages on any other terms of this Agreement. 5.6 If any party fails basis available to perform any of its obligations it, in any material respect (including its obligation at Completion) under this Agreement or breaches the event that any of the terms set out Warranties is broken or (as the case may be) proves to be untrue or misleading, the Company shall on demand pay to CAIH or at CAIH's direction: (a) the amount necessary to put CAIH into the position in this Agreement which it would have been if the Warranties had not been broken or (as the case may be) proved to be untrue or misleading; and (b) all costs and expenses incurred by CAIH and any Affiliate as a result of such breach and any costs (including legal costs on an indemnity basis), expenses or liabilities which any of them may incur before or after the commencement of any action in connection with (i) any legal proceedings in which CAIH claims that any of the Warranties has been broken or is untrue or misleading in which judgment is given by it for CAIH or (ii) the enforcement or settlement of or judgment in any material respect of such claim. 7.06 If, prior to Completion, then any of Warranties is broken or proves to be untrue, misleading or incorrect in any respect CAIH shall not be bound to subscribe for the New Shares or purchase the Note or to proceed with any other transaction contemplated hereby and CAIH may by notice rescind this Agreement without liability on its part. The right conferred upon CAIH by this clause is in addition to and without prejudice to all and any other rights and remedies available at any time to a non-defaulting party of CAIH including, in particular, those under Clause 5.04. 7.07 The Company hereby agrees with CAIH (including but not limited to the right to damages for itself and as trustee for any loss suffered by that party), Subsidiary) to waive any non-defaulting party rights it may by notice either require the defaulting party to perform such obligations or, insofar as the same is practicable, remedy such breach or to the extent it relates to the failure of the defaulting party to perform any of its obligations on or prior to Completion in any material respect, treat the defaulting party as having repudiated this Agreement and rescind the same, whereupon neither party shall be obliged to perform any of its obligations hereunder and shall not have any claim against each other, except in respect of claims arising out of any antecedent breach of this Agreement. The rights conferred upon the respective parties misrepresentation or inaccuracy in any information or advice supplied or given by the provisions of this Clause 5 do not prejudice CRI Subsidiaries or its or any other rights CRI Subsidiary's officers, employees or advisers in connection with the respective parties may have under law. Failure to exercise any giving of the rights herein conferred shall not constitute a waiver of any such rights. 5.7 The Issuer agrees to indemnify and hold harmless Warranties or the Subscriber from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any breach of any preparation of the Issuer Warranties and obligations under this AgreementDisclosure Letter. 5.8 The Subscriber agrees to indemnify and hold harmless the Issuer from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any breach of any of the Subscriber Warranties and obligations under this Agreement. 5.9 The Issuer acknowledges that the Subscriber is entering into this Agreement in reliance on the Issuer Warranties.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 5.1 The Issuer hereby Client represents, warrants and undertakes that: 10.1 It has the legal capacity and authority to the Subscriber in the terms set out in this Clause 5 enter into and Schedule 3 as at the date hereof and as at Completion. 5.2 The Subscriber hereby represents, warrants and undertakes to the Issuer in the terms set out in this Clause 5 and Schedule 4 as at the date hereof and as at Completion. 5.3 The Issuer is deemed to have repeated all the Issuer Warranties on the basis that such Issuer Warranties will, at all times from the date of be bound by this Agreement up and all Securities transactions covered by this Agreement; 10.2 It shall observe and comply with all relevant laws, rules and regulations, approvals, authorizations, and consents to enable the same to buy or sell Securities and including to ensure the Completion Date, be true, complete validity and accurate in all material respects (with respect to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Issuer Warranties shall have effect as if given at each of such times as well as the date enforceability of this Agreement. 5.4 The Subscriber is deemed 10.3 All information provided to have repeated all the Subscriber Warranties on the basis that such Subscriber Warranties will, at all times from the date of UnionBank pursuant to this Agreement up to and including the Completion Date, be related documents is true, complete and accurate accurate. The Client undertakes to notify UnionBank of any changes in the information provided and furnish the same with all material respects necessary documents within ten (10) days without need of demand; 10.4 It has read, fully understood, and agrees to be bound by the terms and conditions that apply to the Securities and/or services, as made available and explained by UnionBank DG Sales Officer. 10.5 It shall submit to UnionBank, upon being so requested, duly accomplished i) forms, documents and information, including among others, Know-Your-Client documentary requirements, Client Suitability Assessment and Risk Disclosure Statement, in compliance the requirements of the BSP or other regulatory bodies, and ii) such other documents as may be deemed necessary by UnionBank. 10.6 It has conducted its own research, assessment, due diligence and study of the risks of entering into the Securities transactions. The Client understands and acknowledges that UnionBank provides no tax, legal, or investment advice of any kind, nor does it give advice or offer opinions with respect to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Subscriber Warranties shall have effect as if given at each nature, potential value, or suitability of such times as well as the date of this Agreement. 5.5 Each Warranty shall be construed as a separate warranty and (save as expressly provided to the contrary) any Securities transaction or investment strategy. The Client shall not be limited hold UnionBank or restricted by reference to or inference from the terms of any other Warranty or any other terms of this Agreement. 5.6 If any party fails to perform any of its obligations directors, officers, employees, agents, subsidiaries or affiliates liable for any trading or other investment losses that the Client incurred or may incur in any material respect (including its obligation at Completion) under this Agreement or breaches any Securities transactions through UnionBank. 10.7 In dealing with Securities Transaction on behalf of the terms set out in this Agreement Client, UnionBank may appoint and transact with the Bureau of Treasury Registry via the Registry of Scripless Securities, Philippine Depository & Trust Corporation or any Warranties given the Client's designated third-party custodian accredited by it in any material respect prior the BSP, as the case may be, and open the necessary accounts for the Client as may be required by such entities. The Client undertakes to Completionexecute a special power of attorney or a letter of appointment or such other forms prescribed by such relevant entities, then without prejudice to all and any other rights and remedies available at any time to a non-defaulting party (including but not limited to the right to damages for any loss suffered by that party), any non-defaulting party may by notice either require the defaulting party specifically authorizing UnionBank to perform such obligations or, insofar as the same is practicable, remedy such breach or to the extent it relates to the failure of the defaulting party to perform any of actions on its obligations on or prior to Completion in any material respect, treat the defaulting party as having repudiated this Agreement and rescind the same, whereupon neither party shall be obliged to perform any of its obligations hereunder and shall not have any claim against each other, except in respect of claims arising out of any antecedent breach of this Agreement. The rights conferred upon the respective parties by the provisions of this Clause 5 do not prejudice any other rights the respective parties may have under law. Failure to exercise any of the rights herein conferred shall not constitute a waiver of any such rightsbehalf. 5.7 The Issuer agrees to indemnify and hold harmless the Subscriber from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any breach of any of the Issuer Warranties and obligations under this Agreement. 5.8 The Subscriber agrees to indemnify and hold harmless the Issuer from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any breach of any of the Subscriber Warranties and obligations under this Agreement. 5.9 The Issuer acknowledges that the Subscriber is entering into this Agreement in reliance on the Issuer Warranties.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 5.1 10.1 The Issuer hereby Company represents, warrants and undertakes to the Subscriber Nomura in the terms set out in this Clause 5 and Schedule 3 as at the date hereof and as at Completion. 5.2 2. The Subscriber hereby represents, warrants and undertakes to the Issuer in the terms set out in this Clause 5 and Schedule 4 as at the date hereof and as at Completion. 5.3 The Issuer Company acknowledges that Nomura is deemed to have repeated all the Issuer Warranties on the basis that such Issuer Warranties will, at all times from the date of entering into this Agreement up to in reliance on such representations, warranties and including the Completion Dateundertakings. Each representation, be true, complete warranty and accurate in all material respects (with respect to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Issuer Warranties shall have effect as if given at each of such times as well as the date of this Agreement. 5.4 The Subscriber is deemed to have repeated all the Subscriber Warranties on the basis that such Subscriber Warranties will, at all times from the date of this Agreement up to and including the Completion Date, be true, complete and accurate in all material respects (with respect to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Subscriber Warranties shall have effect as if given at each of such times as well as the date of this Agreement. 5.5 Each Warranty undertaking shall be construed as a separate warranty separately and (save as expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms of any other Warranty representation, warranty and undertaking or any other terms term of this Agreement. 5.6 If any party fails to perform 10.2 The Company shall not cause or permit (and shall procure that no other Group company nor any of its or their respective directors, officers, employees or agents nor ThinkEquity Partners shall cause or, so far as they are able using their reasonable endeavours, permit) any event to occur or omit to do anything between the date of this Agreement and the date that is 30 Dealing Days after, as appropriate, the Application Date or the date on which Nomura’s obligations in any material respect (including its obligation at Completion) under this Agreement cease in accordance with clause 2.3 and/or clause 12.1 which would make any statement in Schedule 2 untrue, inaccurate or breaches any misleading if such statement were repeated at such date by reference to the facts and circumstances then existing. 10.3 The Company shall immediately notify Nomura (giving reasonable details) if it comes to the knowledge of the terms set out Company or any Director that any statement in Schedule 2 was breached or untrue, inaccurate or misleading at the date of this Agreement or any Warranties given would be breached or untrue, inaccurate or misleading if repeated by it in any material respect prior reference to Completion, then without prejudice to all the facts and any other rights and remedies available circumstances existing at any time during the period referred to a non-defaulting party (including but not limited to in clause 10.2 or if the right to damages for any loss suffered by that party), any non-defaulting party may by notice either require the defaulting party to perform such obligations or, insofar as the same Company is practicable, remedy such breach or to the extent it relates to the failure of the defaulting party to perform any of its obligations on or prior to Completion in any material respect, treat the defaulting party as having repudiated this Agreement and rescind the same, whereupon neither party shall be obliged to perform any of its obligations hereunder and shall not have any claim against each other, except in respect of claims arising out of any antecedent breach of this Agreement. The rights conferred upon the respective parties by the provisions of this Clause 5 do not prejudice any other rights the respective parties may have under law. Failure to exercise any of the rights herein conferred shall not constitute a waiver of any such rights. 5.7 The Issuer agrees to indemnify and hold harmless the Subscriber from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any breach of any of the Issuer Warranties and its obligations under this Agreement. 5.8 10.4 The Subscriber Company undertakes to Nomura that it will not agree to any alteration, revision or amendment of the terms or conditions of the US Subscription Agreement or waive (in whole or in part) or amend or extend or withdraw any condition thereof or grant any indulgence thereunder or proceed to completion thereof without full satisfaction of all of the terms and conditions of the US Subscription Agreement without, in any such case, the prior written consent of Nomura. 10.5 The Company agrees that Nomura and each Placee shall be entitled (as subscribers for Placing Units) to indemnify the same remedies and hold harmless rights of action against the Issuer from Company, and against any and all loss, liability, claim, damages and expense whatsoeverto the same extent, as reasonably incurred, arising out of any breach of person who acquires any Placing Units pursuant to the Open Offer on the basis of the Subscriber Warranties Circular and obligations under the Application Form. 10.6 The representations, warranties and undertakings referred to in clauses 10.1 to 10.5 inclusive shall remain in full force and effect notwithstanding completion of all matters and arrangements referred to in, or contemplated by, this Agreement. 5.9 10.7 Where any of the representations, warranties and undertakings are qualified by a reference to awareness and/or knowledge and/or information and/or belief, that reference shall be deemed to include a statement to the effect that it has been given after making such enquiries (if any) as were reasonable and, for the avoidance of doubt, in the case of TransMIDTM, enquiry of the clinical team managing TransMID would be considered reasonable. 10.8 The Issuer acknowledges Company undertakes to observe and comply with the provisions in respect of overseas shareholders set out in Part III of the Circular under the heading “Overseas Shareholders and others”. 10.9 No action has been or will be taken in any jurisdiction by the Company that is intended to permit a public offering of Placing Units or possession or distribution of the Subscriber Circular or any other offering material, in any country or jurisdiction where action for that purpose is entering into required other than the United Kingdom and the United States. 10.10 References in this Agreement to a representation, warranty or undertaking being (or not being) true and accurate or not being (or being) misleading “in reliance on any material respect” shall mean material in the Issuer Warrantiescontext of Admission and/or the Placing and/or the Open Offer and/or the US Subscription.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 5.1 The Issuer Vendor hereby represents, represents and warrants to and undertakes to with the Subscriber in Purchaser that save as disclosed herein each of the terms Warranties set out in this Clause 5 and Schedule 3 2 as at the date hereof and as at Completion. 5.2 The Subscriber hereby represents, warrants and undertakes to the Issuer in the terms set out in this Clause 5 and Schedule 4 as at the date hereof and as at Completion. 5.3 The Issuer is deemed to have repeated all the Issuer Warranties on the basis that such Issuer Warranties will, at shall be for all times from the date of this Agreement up to and including the Completion Date, be true, complete Date are true and accurate correct in all material respects (with respect to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Issuer Warranties shall have effect as if given at each of such times as well as the date of this Agreementrespects. 5.4 5.2 The Subscriber is deemed to have repeated all Vendor shall on demand indemnify the Subscriber Warranties on Purchaser against any loss, damage, cost or expense suffered or incurred by the basis that such Subscriber Warranties will, at all times Purchaser or the Company arising directly or indirectly from the date of this Agreement up to and including the Completion Date, be true, complete and accurate in all material respects (with respect to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Subscriber Warranties shall have effect as if given at each of such times as well as the date of this Agreement. 5.5 Each Warranty shall be construed as a separate warranty and (save as expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms breach of any other Warranty of the Warranties or any other terms of this Agreement. 5.6 If any party fails to perform any of its obligations in any material respect Agreement (including its obligation at Completion) under this Agreement or breaches any of the terms set out in this Agreement or any Warranties given by it in any material respect prior to Completion“Undertaking”), then without prejudice to all such loss, damage, cost and any other rights and remedies available at any time to a non-defaulting party (including expense including, but not limited to: (a) any cost of correcting or restoring the subject matter to the right to damages for warranted or covenanted state or condition; (b) any consequential loss suffered by the Purchaser as a result of or in connection with such breach; (c) any internal costs incurred by the Purchaser as a result of or in connection with the rectification of such breach; and (d) all solicitors, accountants and other adviser's costs, including legal or other costs associated with the enforcement or realisation of this indemnity. (a) The Vendor acknowledges that party), any non-defaulting party may by notice either require the defaulting party to perform such obligations or, insofar as Purchaser has entered into this Agreement in reliance upon the same is practicable, remedy such breach or to the extent it relates to the failure Vendor’s Warranties. (b) Each of the defaulting party to perform any warranties shall constitute a separate and independent warranty, and the Purchaser shall have a separate claim and right of its obligations on or prior to Completion in any material respect, treat the defaulting party as having repudiated this Agreement and rescind the same, whereupon neither party shall be obliged to perform any of its obligations hereunder and shall not have any claim against each other, except action in respect of claims arising out of any antecedent breach of this Agreement. The rights conferred upon the respective parties by the provisions of this Clause 5 do not prejudice any other rights the respective parties may have under law. Failure to exercise any of the rights herein conferred shall not constitute a waiver of any such rights. 5.7 The Issuer agrees to indemnify and hold harmless the Subscriber from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any every breach of any of the Issuer Warranties. (c) The Vendor’s Warranties shall survive Completion. (d) The Vendor shall give, and shall procure the Company to give, to the Purchaser, information and documentation relating to the Company as the Purchaser shall reasonably require to enable them to satisfy themselves as to the accuracy and due observance of the Vendor’s Warranties. 5.4 The Vendor warrants that the key staff of the Company (as described in Schedule 3 hereto) shall enter into individual retention agreements with the Company on Completion. 5.5 The Vendor agrees that the Purchaser shall have the right to appoint certain employees to the Company to participate in the business operation, exact arrangement to be agreed. 5.6 The Vendor agrees not to sell any Consideration Shares until two years after the date of Completion (the “Lockup Period”). 5.7 The Vendor warrants that it shall not sell the remaining 49% of the Company to any third party except for the Purchaser. 5.8 Both parties agree that apart from the Lockup Period as stated in Clause 5.6 above, the Consideration Shares (at a total valuation of HK$2,550,000) shall also be subject to the clawback for the targets as follows: (i) 25% of the Consideration Shares (ie HK$637,500) shall be subject to the revenue target of the Company in 2021 (HK$5,000,000); (ii) 25% of the Consideration Shares (ie HK$637,500) shall be subject to the net profit target of the Company in 2021 (HK$200,000); (iii) 25% of the Consideration Shares (ie HK$637,500) shall be subject to the revenue target of the Company in 2022 (HK$7,500,000); and (iv) the remaining 25% of the Consideration Shares (ie HK$637,500) shall be subject to the net profit target of the Company in 2022 (HK$750,000). The difference between the targets above and the final respective revenue and net profit figures as reflected in the audited accounts shall be the amount of Consideration Shares to be clawed back. The transfer price of the Consideration Shares when clawed back shall be US$2.50 per share. 5.9 Subject to the rules of PCI (the PCI Security Standards Council), and at a mutually-agreed time after Completion, the Vendor agrees to facilitate and support the process of creating a new PCI ASV (the Approved Scanning Vendor) certification for the Purchaser in a region of their choosing. 5.10 Both parties agrees that in the event that the Company needs to raise further working capital after Completion, the Purchaser, subject to a mutually agreed business plan, agrees to provide further working capital to the Company in the form of shareholder’s loan. The shareholder’s loan shall be interest bearing at a rate to be determined. 5.11 Xx. Xxxxxxx Xxxxx Stagg (Holder of HKID No.X000000(0)) and Mr. David Xxxxxxx Xxxxxx (Holder of HKID No.XX000000(0)) agree(s) to jointly and severally warrant for the performance of obligations and liabilities of the Vendor and the Company under this Agreement. 5.8 The Subscriber agrees to indemnify and hold harmless the Issuer from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any breach of any of the Subscriber Warranties and obligations under this Agreement. 5.9 The Issuer acknowledges 5.12 It is hereby agreed that the Subscriber is entering into this Agreement in reliance on Purchaser shall have the Issuer Warrantiesright to add more warranty clauses (by way of supplemental agreement or side letter) after completing the due diligence review before Completion.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 5.1 The Issuer Vendor hereby represents, represents and warrants to and undertakes to with the Subscriber in Purchasers that, except as disclosed herein, each of the terms Warranties set out in this Clause 5 and Schedule 3 2 as at the date hereof is and as at Completionshall be for all times up to and inclusive of the Closing Date true and correct in all respects. 5.2 The Subscriber hereby representsVendor shall on demand indemnify each Purchaser against any loss, warrants and undertakes to damage, cost or expense suffered or incurred by the Issuer in Purchaser or the terms set out in this Clause 5 and Schedule 4 as at the date hereof and as at Completion. 5.3 The Issuer is deemed to have repeated all the Issuer Warranties on the basis that such Issuer Warranties will, at all times Company arising directly or indirectly from the date of this Agreement up to and including the Completion Date, be true, complete and accurate in all material respects (with respect to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Issuer Warranties shall have effect as if given at each of such times as well as the date of this Agreement. 5.4 The Subscriber is deemed to have repeated all the Subscriber Warranties on the basis that such Subscriber Warranties will, at all times from the date of this Agreement up to and including the Completion Date, be true, complete and accurate in all material respects (with respect to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Subscriber Warranties shall have effect as if given at each of such times as well as the date of this Agreement. 5.5 Each Warranty shall be construed as a separate warranty and (save as expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms breach of any other Warranty of the Warranties or any other terms of this Agreement. 5.6 If any party fails to perform any of its obligations in any material respect (including its obligation at Completion) under this Agreement or breaches any of the terms set out in this Agreement or any Warranties given by it in any material respect prior to Completion, then without prejudice to all such loss, damage, cost and any other rights and remedies available at any time to a non-defaulting party (including expense including, but not limited to the right to damages for to: (a) any cost of remedying such breach; (b) any consequential loss suffered by a Purchaser as a result of or in connection with such breach; (c) any internal costs incurred by a Purchaser as a result of or in connection with the rectification of such breach; and (d) all solicitors, accountants and other adviser’s costs, including legal or other costs associated with the enforcement or realisation of this indemnity. 5.3 (a) The Vendor acknowledges that party), any non-defaulting party may by notice either require each Purchaser has entered into this Agreement in reliance upon the defaulting party to perform such obligations or, insofar as the same is practicable, remedy such breach or to the extent it relates to the failure Vendor’s Warranties. (b) Each of the defaulting party to perform any Warranties shall constitute a separate and independent warranty, and each Purchaser shall have a separate claim and right of its obligations on or prior to Completion in any material respect, treat the defaulting party as having repudiated this Agreement and rescind the same, whereupon neither party shall be obliged to perform any of its obligations hereunder and shall not have any claim against each other, except action in respect of claims arising out of any antecedent breach of this Agreement. The rights conferred upon the respective parties by the provisions of this Clause 5 do not prejudice any other rights the respective parties may have under law. Failure to exercise any of the rights herein conferred shall not constitute a waiver of any such rights. 5.7 The Issuer agrees to indemnify and hold harmless the Subscriber from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any every breach of any of the Issuer Warranties and obligations under this AgreementWarranties. 5.8 (c) The Subscriber agrees Vendor’s Warranties shall survive Closing. (d) The Vendor shall give to indemnify each Purchaser, information and hold harmless documentation relating to the Issuer from Vendor as the Purchasers shall reasonably require to enable them to satisfy themselves as to the accuracy and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any breach of any due observance of the Subscriber Warranties and obligations under this Agreement. 5.9 The Issuer acknowledges that the Subscriber is entering into this Agreement in reliance on the Issuer Vendor’s Warranties.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 5.1 6.1 The Issuer Company hereby represents, warrants and undertakes to the Subscriber in the terms set out in this Clause 5 6 and Schedule 3 2A as at the date hereof and as that each of the Company’s Warranties is now and will at CompletionCompletion be true, complete and accurate in all material respects. 5.2 6.2 The Subscriber hereby represents, warrants and undertakes to the Issuer Company in the terms set out in this Clause 5 6 and Schedule 4 2B as at the date hereof and as that each of the Subscriber’s Warranties is now and will at Completion. 5.3 The Issuer is deemed to have repeated all the Issuer Warranties on the basis that such Issuer Warranties will, at all times from the date of this Agreement up to and including the Completion Date, be true, complete and accurate in all material respects (and the Subscriber hereby agrees and acknowledges that the Company is entering into this Agreement in reliance on the Subscriber’s Warranties. 6.3 Each of the parties undertakes to provide the other party promptly upon request with respect such information as may be requested to be provided to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Issuer Warranties shall have effect as if given at each of such times as well as Stock Exchange and/or other regulatory authorities in connection with the date subject matter of this Agreement. 5.4 The Subscriber is deemed 6.4 Each of the parties shall notify the other party upon it becoming aware prior to Completion of any event which could reasonably be expected to cause any of the Company’s Warranties and any of the Subscriber’s Warranties respectively to be incorrect, misleading or breached in any material respect or which may have repeated all the Subscriber Warranties any material adverse effect on the basis that such Subscriber Warranties will, at all times from the date any of this Agreement up to and including the Completion Date, be true, complete and accurate in all material respects (with respect to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Subscriber Warranties shall have effect as if given at each of such times as well as the date of this Agreementits assets or liabilities. 5.5 6.5 Each Warranty shall be construed of the parties hereby undertakes to indemnify and always keep indemnified the other party against any damages, losses, costs, expenses (including legal costs and expenses) or other liabilities which it may suffer or incur as a separate warranty result of or in connection with any breach of the Company’s Warranties and (save as expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms of any other Warranty Subscriber’s Warranties respectively or any other terms of this Agreementthe Company’s Warranties and any of the Subscriber’s Warranties being untrue or misleading in any material respect. 5.6 6.6 If any party of the parties hereto fails to perform any of its obligations in any material respect (including its obligation at Completion) under this Agreement or breaches any of the terms or the Company’s Warranties and any of the Subscriber’s Warranties respectively set out in this Agreement or any Warranties given by it in any material respect prior to CompletionCompletion then, then without prejudice to all and any other rights and remedies available at any time to a the other non-defaulting party (including but not limited to the right to damages for any loss suffered by that the other non-defaulting party), any the other non-defaulting party may may, by notice either require the other defaulting party to perform such obligations or, insofar as the same is practicable, remedy such breach breach, or to the extent it relates to the failure of the defaulting party to perform any of its obligations on or prior to Completion in any material respect, respect treat the defaulting party as having repudiated this Agreement and rescind the same, whereupon neither party shall be obliged to perform any of its obligations hereunder and shall not have any claim against each other, except in respect of claims arising out of any antecedent breach of this Agreement. The rights conferred upon the respective parties other non-defaulting party by the provisions of this Clause 5 6.6 are additional to and do not prejudice any other rights the respective parties other non-defaulting party may have under lawhave. Failure to exercise any of the rights herein conferred shall not constitute a waiver of any such rights. 5.7 The Issuer agrees to indemnify and hold harmless the Subscriber from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any breach of any 6.7 Each of the Issuer Company’s Warranties and obligations under the Subscriber’s Warranties shall be separate and independent and, except as expressly provided to the contrary, shall not be limited by reference to or inference from any other Company’s Warranty, Subscriber’s Warranty or any other term of this Agreement. 5.8 6.8 The Subscriber agrees to indemnify and hold harmless the Issuer from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out Company’s rights in respect of any breach of any each of the Subscriber Subscriber’s Warranties, and the Subscriber’s rights in respect of each of the Company’s Warranties shall survive Completion and obligations under this Agreementcontinue in full force and effect notwithstanding Completion. 5.9 The Issuer acknowledges that the Subscriber is entering into this Agreement in reliance on the Issuer Warranties.