Dated November 27, BIBBY OFFSHORE HOLDINGS LIMITED as the Company THE CALCULATION AND SETTLEMENT AGENT. and THE PURCHASERS

Transcription

1 EXECUTION VERSION Dated November 27, 2017 BIBBY OFFSHORE HOLDINGS LIMITED as the Company THE CALCULATION AND SETTLEMENT AGENT and THE PURCHASERS SUBSCRIPTION AGREEMENT

2 TABLE OF CONTENTS PAGE 1. DEFINITIONS AND INTERPRETATION WARRANTIES AND UNDERTAKINGS SUBSCRIPTION FOR NEW TOPCO ORDINARY SHARES COMMISSION SHARES CONDITION PRECEDENT COMPLETION ACCESSION TO THIS AGREEMENT ALLOCATION, FUNDING AND APPOINTMENT OF ESCROW AGENT INDEMNITY TERMINATION CALCULATION AND SETTLEMENT AGENT GENERAL...25 Schedule 1 Purchasers Details...31 Schedule 2 Form of subscription agreement Accession Deed...35 Schedule 3 Form of TopCo Accession Deed...40 Schedule 4 Form of Notice by Calculation and Settlement Agent...43 Schedule 5 Completion Deliverables...45 Schedule 6 Form of Escrow Agreement i-

3 THIS AGREEMENT is dated November 27, 2017 and made between: (1) BIBBY OFFSHORE HOLDINGS LIMITED, a company incorporated in England and Wales with registered number (the Company ); (2) GLOBAL LOAN AGENCY SERVICES LIMITED, a Company incorporated in England and Wales with registered number (the Calculation and Settlement Agent ); and (3) THE PARTIES listed in Schedule 1 (Purchasers Details) (the Original Purchasers ) and any additional purchasers ( Additional Purchasers ) that become a party hereto pursuant to the execution of an accession deed substantially in the form set forth in Schedule 2 (Form of Accession Deed) hereto in accordance with Clause 7 (Accession to this Agreement) (together with the Original Purchasers, the Purchasers ). RECITALS: WHEREAS A B C D The Company is party to the Restructuring Support and Lock-Up Agreement, pursuant to which the Financial Restructuring (as defined therein) is proposed to be implemented in accordance with the terms set out in the Term Sheets and Steps Plan scheduled thereto. Pursuant to the terms of the Restructuring Support and Lock-Up Agreement, and the Term Sheets and the Steps Plan scheduled thereto, on the Restructuring Effective Date, the Scheme will provide that each Existing Noteholder may elect to purchase New TopCo Shares for each 1,000 principal amount of Existing Notes held by it on the Restructuring Effective Date (the Rights Offering ). On the terms and subject to the conditions set out in this Agreement, the Purchasers have agreed to purchase all of the Rights Offering Shares that are not purchased by Existing Noteholders in the Rights Offering. As at the date of this Agreement, TopCo has not been incorporated. The parties intend for TopCo to be incorporated, and the Company shall procure that TopCo is incorporated and that TopCo shall accede to this Agreement, in accordance with the terms of this Agreement. -2-

4 NOW THEREFORE, the parties agree as follows: 1. DEFINITIONS AND INTERPRETATION 1.1 Capitalised terms or expressions not otherwise defined in this Agreement shall have the meanings as set forth in the Restructuring Support and Lock-Up Agreement, and in this Agreement: Additional Purchaser s Amount means, in respect of any Additional Purchaser, such Additional Purchaser s Proportion of the Rights Offering Amount. Additional Purchaser s Proportion means, in respect of any person who is or intends to be an Additional Purchaser and as at any date on which it is required to be calculated pursuant to this Agreement, the proportion which the par value of the Existing Notes held by such Additional Purchaser (together with its respective Related Funds and/or Affiliates) bears to the aggregate par value of all Existing Notes held by the Original Purchasers and each other Existing Noteholder that has acceded to this Agreement as an Additional Purchaser in accordance with Clause 7.2 as at such date (together with their respective Related Funds and/or Affiliates). Aggregate Allocated Shares means the aggregate number of Allocated Shares allocated to all Purchasers in accordance with Clause 8.1. Allocated Amount means, in respect of a Purchaser, a cash amount equal to the number of such Purchaser s Allocated Shares multiplied by the Subscription Price. Allocated Shares means, in respect of each Purchaser (i) 100% of the Rights Offering Shares less the total number of Rights Offering Shares subscribed and paid for by Existing Noteholders in the Rights Offering in accordance with the Scheme (as defined in the Restructure Support and Lock-Up Agreement) multiplied by (ii) such Purchaser s Relevant Proportion. Anticipated Completion Date means the date on which it is anticipated the Restructuring Effective Date will occur. Commission Shares means the number of New TopCo Ordinary Shares equal to 4% of the total number of New TopCo Ordinary Shares in issuance immediately following the Restructuring Effective Date. Completion means completion of the issue and allotment of, and the subscription for, the Subscription Shares in accordance with Clause 6. Escrow Account means an interest bearing or non-interest bearing trust account opened in the name of the Escrow Agent as trustee for the parties, for the purpose of holding the Escrow Amount in accordance with this Agreement and the Escrow Agreement. Escrow Agent means the escrow agent appointed or to be appointed pursuant to the Escrow Agreement. Escrow Agreement means the escrow agreement to be entered into substantially in the form set out in Schedule 6 (Form of Escrow Agreement). -3-

5 Escrow Amount means the amount equal to the Aggregate Allocated Shares multiplied by the Subscription Price. Escrow Period means the period commencing on the Restructuring Effective Date and expiring on the day that is 5 Business Days after the end of the Restructuring Effective Date. Event has the meaning given in Clause Final Payment Date has the meaning given in Clause 8.2(b)(iv). Immediately Available Funds means cash, bank cheque or telegraphic or other electronic means of transfer of cleared funds into a bank account nominated in advance by the payee. Initial Payment Date has the meaning given in Clause 8.2(b). KYC Information means all know your client information and/or documentation required by the Calculation and Settlement Agent and/or the Escrow Agent from any Existing Noteholder in connection with their accession to this Agreement as an Additional Purchaser. New TopCo Ordinary Share means a voting ordinary share in the share capital of TopCo. Purchaser Eligibility Criteria means, in respect of any person who is or intends to be a Purchaser or its Affiliates, either: (a) (i) satisfying the requirements for a Rated Institution; or (ii) having at least: (A) (B) (itself or together with its Related Funds) 4 times the amount of its Additional Purchaser s Amount in cash or liquidity under committed funding lines; and (itself or together with its Related Funds) 10 times the amount of its Additional Purchaser s Amount in assets under management; or (b) providing an irrevocable letter of credit in a form and substance satisfactory to the Company from a bank or financial institution which is a Rated Institution for the amount of its Additional Purchaser s Amount. Purchaser Eligibility Information means, in respect of any person seeking to satisfy the Purchaser Eligibility Criteria: (a) to the extent that it has audited annual financial statements, its most recent audited annual statements or, if its audited annual financial statements are not available, such other information as may be necessary for the Company to determine whether such entity meets the Purchaser Eligibility Criteria; -4-

6 (b) (c) if it meets the Purchaser Eligibility Criteria pursuant to paragraph (a)(ii) of the definition of Purchaser Eligibility Criteria, written confirmation from the relevant bank confirming the available cash balance or free and available funding lines; and a certificate from a director or duly authorised officer certifying that: (i) (ii) unless it has provided an irrevocable letter of credit pursuant to paragraph (b) of the definition of Purchaser Eligibility Criteria, its cash or liquidity available under committed funding lines are at least 4 times its Additional Purchaser s Amount and its assets under management (or the assets of its investment manager or investment adviser that manages or principally advises it, together with the assets of such manager's or adviser's Affiliates) are at least 10 times its Additional Purchaser s Amount; and that it has a good standing/incorporation certificate (or other equivalent certification in its relevant jurisdiction), a copy of which is appended to such certificate. Rated Institution means a bank or financial institution or fund which has a rating for its longterm unsecured and non-credit enhanced debt obligations of BBB- or higher by Standard & Poor's Rating Services or Fitch Ratings Ltd or Baa3 or higher by Moody s Investor Services Limited. Relevant Proportion as to each Purchaser and as at any date on which it is required to be calculated pursuant to this Agreement, means the proportion which the par value of the Existing Notes held by such Purchaser (together with its Affiliates and/or Related Funds) bears to the aggregate par value of all Existing Notes held by the Original Purchasers and each other Existing Noteholder that has acceded to this Agreement as an Additional Purchaser in accordance with Clause 7.2 as at such date (together with their respective Related Funds and/or Affiliates). Restructuring Disclosure has the meaning given in Clause 2.1(d)(i). Restructuring Support and Lock-Up Agreement means the agreement by that name entered into between, inter alios, the Company, the Existing Notes Issuer, Guarantors, the Shareholder, York Capital Management Europe (UK) Advisors, LLP and the Original Participating Noteholders (each as defined therein) in relation to the Financial Restructuring (as defined therein) and dated on or about the date hereof. Rights Offering Shares means the 10,000,000 New TopCo Shares offered to Existing Noteholders in the Rights Offering. Rights Offering Amount means 50,000,000. Scheme has the meaning given it in the Restructuring Support and Lock-Up Agreement. Subscription Agreement Accession Deed means an accession deed substantially in the form set out in Schedule 2 (Form of Subscription Agreement Accession Deed). Subscription Shares means the Rights Offering Shares to be issued and allotted, and subscribed for, pursuant to Clause 3.1; -5-

7 Subscription Price means 5.00 per New TopCo Ordinary Share. Tax or Taxation means all forms of taxation whether direct or indirect and whether levied by reference to income, profits, gains, asset values, turnover, added value or other reference and statutory, governmental, supra-governmental, national, federal, state, provincial, local or municipal impositions, duties, contributions and levies in each case in the nature of taxation (including, without limitation, any social security or national insurance contributions or payroll taxes) wherever and whenever imposed, and all penalties, charges, costs and interest relating thereto. Tax Authority means any authority, body, agency or official having power or authority in relation to Tax. TopCo means a private limited company to be incorporated in the Bailiwick of Jersey in accordance with Clause 7.1(a). TopCo Accession Deed means an accession deed substantially in the form set out in Schedule 3 (Form of Subscription Agreement Accession Deed). Transfer Instruction has the meaning given to it in the Escrow Agreement. 1.2 In this Agreement the following rules of interpretation apply unless the contrary intention appears: (a) (b) (c) (d) (e) (f) (g) the headings and the contents pages are for convenience only and do not affect the interpretation of this Agreement; the singular includes the plural and vice versa; words that are gender neutral or gender specific include each gender; where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings; the words include or including mean include or including without limitation; the words whatsoever, for example, such as, particularly, or otherwise and similar expressions shall be construed as illustrative and are not used as, nor are intended to be interpreted as, words of limitation; a reference to: (i) (ii) assets includes present and future properties, revenues and rights of every description; an agreement other than this Agreement includes an undertaking, or legally enforceable arrangement or understanding, whether or not in writing; -6-

8 (iii) (iv) (v) (vi) a clause, term, party, schedule or attachment is, unless otherwise stated, a reference to a clause or term of, or party, schedule or attachment to this Agreement; this Agreement includes all schedules and attachments to it; a document (including this Agreement) is a reference to that document as amended, novated, supplemented, extended, restated or replaced in accordance with its terms; a law includes a constitutional provision, treaty, decree, convention, statute, subordinate legislation made under the relevant enactment or statutory provisions, regulation, ordinance, by-law, judgment, rule of common law or equity or a rule of an applicable stock exchange and is a reference to that law as amended, consolidated, replaced or re-enacted; (vii) a monetary amount is in pounds sterling ( GBP or ); (viii) (ix) (x) (xi) (xii) (xiii) (xiv) (xv) an obligation means any duty, obligation or liability of any kind; a party includes its successors, permitted assigns and permitted transferees; a person includes a natural person, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium or partnership (whether or not having separate legal personality); a regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation; a right means any right, privilege, power or remedy, any proprietary interest in any asset and any other interest or remedy of any kind, whether actual or contingent, present or future, arising under contract or law, or in equity; a thing (including, but not limited to, a chose in action or other right) includes a part of that thing; writing or written includes any modes of reproducing words in any legible form and shall include except where expressly stated otherwise; and a time of day is a reference to London time, unless otherwise specified; (h) (i) when the day on which something must be done is not a Business Day, that thing must be done on the following Business Day; if a period must be calculated from, after a day or the day of an act or event, it must be calculated excluding that day; -7-

9 (j) (k) no rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of this Agreement or any part of it; and if there is any conflict between the body of this Agreement and its schedules, the terms of the body of this Agreement will prevail. 2. WARRANTIES AND UNDERTAKINGS 2.1 Company and TopCo warranties and undertakings (a) (b) (c) The representations and warranties in this Clause 2.1 are given on the date of this Agreement (or, in the case of TopCo, on the date on which it accedes as a party to this Agreement, in accordance with the TopCo Accession Deed). Each of the Company and, following its accession to this Agreement, TopCo shall, procure and represent and warrant to each other party that the representations and warranties in this Clause 2.1 given by it will be true and accurate at the Initial Payment Date, the Final Payment Date and the Restructuring Effective Date by reference to the facts and circumstances then subsisting and, for this purpose, the representations and warranties in Clause 2.1 shall be deemed to be repeated at the Initial Payment Date, the Final Payment Date and the Restructuring Effective Date as if any express or implied reference in such representations or warranties to the date of this Agreement was replaced by a reference to the Initial Payment Date, the Final Payment Date and the Restructuring Effective Date (as the case may be). Each of the Company and, following its accession to this Agreement, TopCo represents and warrants to each other party that: (i) (ii) (iii) (iv) it is a body corporate validly existing under the laws of its place of incorporation; it has full power and authority to enter into and perform this Agreement; it has taken all necessary action to authorise its entry into, delivery and performance of this Agreement; and this Agreement constitutes valid and binding obligations on it in accordance with its terms, subject to any principles of equity or insolvency law and necessary stamping. (d) Each of the Company and, following its accession to this Agreement, TopCo warrants to each other party and agrees that: (i) the explanatory statement contemplated by step 7 of the Steps Plan (and the documents incorporated therein by reference) and any supplemental or additional documents related thereto, if applicable (the Restructuring Disclosure ): (A) will, as of their respective dates, contain all material information that is required to be disclosed under applicable laws and regulations and all -8-

10 information which may give rise to certain restrictions on the purchase or sale of, or other trading in, the New TopCo Ordinary Shares; and (B) will not, as of their respective dates and as of the Restructuring Effective Date, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) (iii) (iv) (v) (vi) no Material Adverse Event has occurred; no consent, approval, authorisation, order, registration or qualification of or with any court or Governmental Agency or body is required for the issue, allotment or sale of the New TopCo Ordinary Shares or the consummation by the Company of the transactions in each case as contemplated by this Agreement; it is not, and after giving effect to the Financial Restructuring will not be, required to register as an investment company as such term is defined in the U.S. Investment Company Act of 1940, as amended, and the rules and regulations of the U.S. Securities and Exchange Commission thereunder; the New TopCo Ordinary Shares will, when issued, be validly issued and free from all Security Interests; and assuming the accuracy of the warranties of each Participating Noteholder in the Restructuring Support and Lock-Up Agreement, it is not necessary, in connection with the issuance and allotment of the New TopCo Ordinary Shares to the Purchasers and the offer, resale and delivery of the New TopCo Ordinary Shares by the Purchasers to register the New TopCo Ordinary Shares under the U.S. Securities Act. (e) As soon as practicable after the date hereof, the Company shall determine whether it is a passive foreign investment company ( PFIC ) within the meaning of Section 1297(a) of the U.S. Internal Revenue Code of 1986, as amended (the Code ) with respect to the 2016 tax year and promptly notify the Purchasers of such determination and of any facts reasonably likely to affect the Company s status as a PFIC with respect to the 2017 tax year. Furthermore, the Company shall provide such information as a Purchaser may reasonably request in order to determine whether the Company is a PFIC independently. 2.2 Purchaser warranties and undertakings (a) Each Original Purchaser severally and not jointly, nor jointly and severally warrants to each other party on the date of this Agreement that: (i) (ii) it is a body corporate validly existing under the laws of its place of incorporation or, if such entity is not a corporation, such party is a partnership or other entity validly existing under the laws of its place of formation; it has full power and authority to enter into and perform this Agreement; -9-

11 (iii) (iv) (v) (vi) it has taken all necessary action to authorise its entry into, delivery and performance of this Agreement; this Agreement constitutes valid and binding obligations on it in accordance with its terms, subject to any principles of equity or insolvency law and necessary stamping; each of it and any of its Affiliates or Related Funds that is an Existing Noteholder (other than in respect of Excluded Notes) has executed (or acceded to) and is a party to the Restructuring Support and Lock-Up Agreement as a Participating Noteholder; and it meets the Purchaser Eligibility Criteria. (b) Each Additional Purchaser severally and not jointly, nor jointly and severally warrants to each other party on the date on which it accedes to this Agreement that: (i) (ii) (iii) (iv) it is a body corporate validly existing under the laws of its place of incorporation or, if such entity is not a corporation, such party is a partnership or other entity validly existing under the laws of its place of formation; it has full power and authority to enter into and perform this Agreement; it has taken all necessary action to authorise its entry into, delivery and performance of this Agreement; and this Agreement constitutes valid and binding obligations on it in accordance with its terms, subject to any principles of equity or insolvency law and necessary stamping. (c) Each Purchaser severally and not jointly, nor jointly and severally undertakes (i) (ii) to the Company that it will have available to it, at the Initial Payment Date, Immediately Available Funds sufficient to discharge all of its obligations arising under this Agreement; and to reasonably provide its KYC Information to the Calculation and Settlement Agent and the Escrow Agent. 2.3 Calculation and Settlement Agent representations and warranties The Calculation and Settlement Agent represents and warrants to each other party on the date of this Agreement that: (a) (b) it is a body corporate validly existing under the laws of its place of incorporation or, if such entity is not a corporation, such party is a partnership or other entity validly existing under the laws of its place of formation; it has full power and authority to enter into and perform this Agreement; -10-

12 (c) (d) (e) it has taken all necessary action to authorise its entry into and delivery of this Agreement; it has, to the best of its knowledge, taken all necessary action to authorise its performance of this Agreement, subject to any additional requirements imposed by any clearing system; and this Agreement constitutes valid and binding obligations on it in accordance with its terms, subject to any principles of equity or insolvency law and necessary stamping. 3. SUBSCRIPTION FOR NEW TOPCO ORDINARY SHARES 3.1 Subject to the terms and conditions of this Agreement, and in accordance with the Restructuring Support and Lock-Up Agreement and the Term Sheets and Steps Plan scheduled thereto, the Company shall procure that TopCo shall (and, following its accession to this Agreement, TopCo is hereby obliged to) on the Restructuring Effective Date allot and issue, sell and deliver to each Purchaser its Allocated Shares for cash in an amount equal to such Purchaser s Allocated Amount. 3.2 Subject to the terms and conditions of this Agreement, and in consideration for TopCo s agreement to issue Commission Shares in accordance with Clause 4, each Purchaser (severally and not jointly) (i) agrees to purchase its Allocated Shares at a purchase price equal to its Allocated Amount; (ii) applies for, with effect from the Restructuring Effective Date, all such Allocated Shares subscribed for by it; and (iii) authorises TopCo to place its name upon the register of members on the Restructuring Effective Date in respect of all such Allocated Shares subscribed for by it. 3.3 The Company shall procure that TopCo shall (and, following its accession to this Agreement, TopCo is hereby obliged to), subject to the relevant Purchaser having complied with its obligations pursuant to Clause 8.2, issue and allot the Subscription Shares to the Purchasers fully paid, with full legal and beneficial title, free from any Security Interests and with all rights attached or accruing to them on and from the Restructuring Effective Date, and will enter each Purchaser s name upon the register of members on the Restructuring Effective Date in respect of all Allocated Shares subscribed for by it. 3.4 Where the number of New TopCo Ordinary Shares to be issued would result in a Purchaser becoming entitled to a fraction of a New Share, the fractional entitlement will be rounded up or down as determined by the Calculation and Settlement Agent (acting reasonably) to the nearest whole number. 4. COMMISSION SHARES 4.1 In consideration of the obligations undertaken by the Purchasers under this Agreement, the Company shall procure that TopCo shall (and, following its accession to this Agreement, TopCo is hereby obliged to) on the Restructuring Effective Date, allot, issue and deliver to each Purchaser, for no further payment whatsoever in cash or otherwise (but subject to the relevant Purchaser having complied with its obligations pursuant to Clause 8.2), Commission Shares pro rata to the Purchasers in accordance with their Relevant Proportion as of the Restructuring Effective Date (taking into account any amendments to the Relevant Proportion in accordance with Clause 8.2(b)). -11-

13 4.2 Each Purchaser (severally and not jointly, nor jointly and severally) authorises TopCo to place its name upon the register of members on the Restructuring Effective Date in respect of all such Commission Shares allotted, issued and delivered to it. 4.3 The Company shall procure that TopCo shall (and, following its accession to this Agreement, TopCo is hereby obliged to), subject to the relevant Purchaser having complied with its obligations pursuant to Clause 8.2, issue and allot the Commission Shares to the Purchasers fully paid, with full legal and beneficial title, free from any Security Interests and with all rights attached or accruing to them on and from the Restructuring Effective Date, and will enter each Purchaser s name upon the register of members on the Restructuring Effective Date in respect of all Commission Shares allotted, issued and delivered to it. 4.4 Where the number of Commission Shares to be issued would result in an Purchaser becoming entitled to a fraction of a Commission Share, the fractional entitlement will be rounded up or down as determined by the Calculation and Settlement Agent (acting reasonably) to the nearest whole number. 5. CONDITION PRECEDENT Subject always to Clause 10 (Termination), the Purchasers obligations to advance funds to Topco (or permit the Escrow Agent to advance funds on their behalf) under this Agreement are subject to the Restructuring Effective Date occurring on or before the End Date. 6. COMPLETION 6.1 Completion Completion shall take place on the Restructuring Effective Date at the offices of Latham & Watkins LLP, 99 Bishopsgate, London EC2M 3XF, or at such other place as the parties may agree. 6.2 Completion deliverables (a) (b) On or before Completion, the Company shall, and following its accession to this Agreement, TopCo shall, observe and perform all of the provisions of Schedule 5 (Completion Deliverables) unless waived by the Purchasers holding not less than 75% of the Relevant Proportions of all Purchasers; All documents delivered pursuant to this Clause 6 and Schedule 5 (Completion Deliverables) shall be held by the recipient to the order of the person delivering them until such time as Completion shall take place. Following the delivery of all documents required to be delivered on the Restructuring Effective Date (or the waiver of the delivery of any such document by the person entitled to receive the same) for the purposes of enabling Completion to proceed, the documents delivered pursuant to this Clause 6 and Schedule 5 (Completion Deliverables) shall automatically cease to be held to the order of the person delivering them, and Completion shall be deemed to have taken place. 6.3 Default at completion -12-

14 (a) (b) No Purchaser shall be obliged to complete this Agreement unless the Company and TopCo comply fully with their obligations under Clause 6.2(a) and Schedule 5 (Completion Deliverables). If, in any respect, the Company or, following its accession to this Agreement, TopCo, has not complied with its obligations under Clause 6.2 and Schedule 5 (Completion Deliverables) at the time and on the date set for Completion, then, without prejudice to any other rights or remedies which may be available to a party under this Agreement and subject to Clause 10, Completion shall be deferred until the next following Business Day, in which case this Clause 6 shall apply to Completion so deferred. 7. ACCESSION TO THIS AGREEMENT 7.1 Accession of TopCo (a) (b) (c) The Company shall procure that TopCo is incorporated as a private company limited by shares with no par value in the Bailiwick of Jersey no later than 10 Business Days prior to the Initial Payment Date. The Company shall procure that TopCo shall, as soon as practicable following its incorporation and in accordance with the Steps Plan, accede to this Agreement in the capacity as TopCo hereunder, by execution of an accession deed substantially in the form set out in Schedule 3 (Form of TopCo Accession Deed). Topco shall, as soon as practicable following its accession to this Agreement, provide all KYC information requested by any Purchaser to the reasonable satisfaction of such Purchaser. 7.2 Accession of Additional Purchasers (a) No later than 6:00pm on January 5, 2018 (such period, the Accession Period ), Existing Noteholders may accede to this Agreement as Additional Purchasers by delivering to the Company a fully executed accession deed substantially in the form set out in Schedule 2 (Form of Subscription Agreement Accession Deed) with the result that such Existing Noteholder shall be bound by the obligations and entitled to the rights of an Additional Purchaser under this Agreement, provided, however, that no Existing Noteholder may accede to this Agreement as an Additional Purchaser unless, on or before 5:00pm on the last day of the Accession Period: (i) (ii) each of it and any of its Affiliates or Related Funds that is an Existing Noteholder (other than in respect of Excluded Notes) has executed (or acceded to) and is a party to the Restructuring Support and Lock-Up Agreement as a Participating Noteholder; it has provided the Purchaser Eligibility Information (if required) to the Company and the Company has (acting reasonably) confirmed that it meets the Purchaser Eligibility Criteria; and -13-

15 (iii) it has provided all of its KYC Information to the satisfaction of the Calculation and Settlement Agent and the Escrow Agent. (b) At the end of the Accession Period, the Relevant Proportions of all Purchasers then party to this Agreement shall be adjusted to reflect the accession of all Additional Purchasers such that their Relevant Proportions shall reflect their relative holdings of Locked-Up Debt as of the end of the Accession Period. The Calculation and Settlement Agent shall, as soon as practicable and in no event by no later than 5:00 p.m. on the second Business Day following the expiry of the Accession Period, give the Company and each Purchaser written notice, in the form set out in Schedule 4 (Form of Notice by Calculation and Settlement Agent) of the revised Relevant Proportions. 8. ALLOCATION, FUNDING AND APPOINTMENT OF ESCROW AGENT 8.1 Notification of Relevant Proportion, Allocated Shares and Allocated Amount (a) Promptly following the creditors meeting to be held in connection with the Scheme, (i) the Calculation and Settlement Agent shall notify: (A) (B) the Company and each Purchaser of the number of Rights Offering Shares subscribed for by Existing Noteholders; and each Purchaser (with a copy to the Company) of the number of its anticipated Allocated Shares and the amount of its Allocated Amount; and (ii) the Company shall give notice to each Purchaser and the Calculation and Settlement Agent of the Anticipated Completion Date. (b) Not later than 6:00 p.m. on the third Business Day prior to the Anticipated Completion Date, the Calculation and Settlement Agent shall notify the Purchasers of the final calculations of the Allocated Shares and Allocated Amount in respect of each Purchaser. 8.2 Funding and Notices (a) (b) (c) Each party to this agreement agrees to enter into the Escrow Agreement substantially in the form attached as Schedule 6 hereto upon reasonable notice by the Company but in any event prior to the Initial Payment Date. On or prior to 6:00 p.m. on the second Business Day following the receipt of the notification set out in Clause 8.1(b) above, each Purchaser must deposit its Allocated Amount into the Escrow Account in Immediately Available Funds (the Initial Payment Date ). If any Purchaser (a Defaulting Funder ) fails to deposit its Allocated Amount into the Escrow Account in Immediately Available Funds (the Shortfall Amount ) by the Initial Payment Date: -14-

16 (i) (ii) (iii) (iv) the Calculation and Settlement Agent shall recalculate the Relevant Proportions (excluding any Existing Notes held by any Defaulting Funder) and shall give the Company and each Purchaser written notice, in the form set out in Schedule 4 (Form of Notice by Calculation and Settlement Agent) of the final Relevant Proportions and each Purchaser s Relevant Proportion of the aggregate of all Shortfall Amounts by no later than 10:00 a.m. on the Business Day after the Initial Payment Date (the Default Notice Date ); each Purchaser (other than a Defaulting Funder) shall promptly notify the Calculation and Settlement Agent (by no later than 5:00 p.m. on the Default Notice Date) whether it will fund its Relevant Proportion of the aggregate of all Shortfall Amounts (or such excess proportion as it elects); if the Company has sufficient commitments to cover the Rights Offering Amount, the Company shall defer completion by two Business Days (or longer following consultation and consent by the Purchasers); and electing Purchasers shall deposit their Relevant Proportion of the aggregate of all Shortfall Amounts (or such excess proportion as elected) into the Escrow Account in Immediately Available Funds no later than 5:00 p.m on the second Business Day following the Default Notice Date ( Final Payment Date ). (d) (e) (f) (g) If on the Final Payment Date, the amount in the Escrow Account is greater than the Rights Offering Amount, the excess amount shall be repaid to the Purchasers (other than any Defaulting Funders) on the Restructuring Effective Date in accordance with their respective Relevant Proportions (taking into account any amendments to the Relevant Proportion and amounts funded in accordance with paragraph (c) above). Nothing contained herein shall relieve a Defaulting Funder of any liability it may have to the Company or any Purchaser for damages caused by its default. The Company will promptly notify each Purchaser and the Escrow Agent upon becoming aware of any event that would cause the Restructuring Effective Date not to occur on the Anticipated Completion Date. Notwithstanding any other provision of this Clause 8, if a Purchaser is prohibited by applicable law, contract or regulation from depositing funds with the Escrow Agent, or doing so would otherwise require a disproportionate administrative burden, (a Regulated Purchaser ), such Purchaser shall (i) confirm in writing to the Company prior to the Initial Payment Date that it is a Regulated Purchaser and that it will purchase the Allocated Shares on a delivery versus payment basis on the Restructuring Effective Date and (ii) not be required to deposit funds in the Escrow Account and will instead purchase its Allocated Shares on a delivery versus payment basis on the Restructuring Effective Date. 8.3 Transfer Instructions (a) Subject to the remaining provisions of this Clause 8, each Purchaser irrevocably instructs and authorises each of the Company and the Calculation and Settlement Agent to -15-

17 execute, during the Escrow Period, any Transfer Instruction necessary in order to effect a transfer required in accordance with the provisions of this Agreement, the Restructuring Support and Lock-Up Agreement and the Term Sheets and Steps Plan scheduled thereto, and each of the Company and the Calculation and Settlement Agent irrevocably accepts such instruction. (b) The Company and the Calculation and Settlement Agent shall not issue or purport to issue any Transfer Instruction to the Escrow Agent other than: (i) (ii) in order to effect a transfer required in accordance with the provisions of this Agreement, the Restructuring Support and Lock-Up Agreement and the Term Sheets and Steps Plan scheduled thereto; and in the manner prescribed by the provisions of the Escrow Agreement and this Agreement. (c) (d) (e) In the event that the Company has received written notice from a Purchaser (which may be delivered by ) no later than 9:00 a.m. on the Restructuring Effective Date stating that the Purchaser does not consent to the release of its funds, the Company shall not execute any Transfer Instruction other than one or more Transfer Instructions effecting a return of the Escrow Amounts to the relevant Purchasers. A Purchaser shall only be entitled to deliver a notice under clause 8.3(c) if (x) the Rights Offering Amount will not be delivered to the Company at Completion or (y) this Agreement has terminated under Clause 10 (Termination) (as to all Purchasers or as to such individual Purchaser(s)). The parties shall procure that the terms agreed with the Escrow Agent with respect to the Escrow Account shall be such that: (i) (ii) subject to Clause 8.3(e)(ii), if this Agreement has been terminated prior to the Restructuring Effective Date, the Company shall promptly notify the Escrow Agent of such termination and the Escrow Agent shall, upon receipt of notice from the Company of such termination, immediately pay to each Purchaser from the Escrow Account the amount deposited by such Purchaser therein; and if this Agreement has been terminated prior to the Restructuring Effective Date in respect of a Terminating Purchaser pursuant to Clause 10.2, the Company shall promptly notify the Escrow Agent of such termination in respect of such Terminating Purchaser and the Escrow Agent shall, upon receipt of such notice from the Company, immediately pay to such Terminating Purchaser from the Escrow Account the amount deposited by such Terminating Purchaser therein. 9. INDEMNITY 9.1 In the event that any Purchaser becomes involved in any capacity in any action, proceeding or investigation brought by or against any person, including shareholders, partners, members or other equity holders of the Company or TopCo (but excluding any action, proceeding or investigation brought by or at the request of such Purchaser) in connection with or as a result of -16-

18 the Financial Restructuring or any matter referred to in this Agreement, the Company agrees to promptly (but in any event within 10 Business Days following a request) reimburse each Purchaser for its reasonable documented and invoiced out-of-pocket legal costs and other expenses (including the cost of any investigation and preparation, but excluding any loss realised in the exchange of Existing Notes for Ordinary Shares pursuant to the Financial Restructuring), incurred in connection therewith. 9.2 In addition, the Company agrees to indemnify and hold each Purchaser harmless against any and all losses, claims, damages or liabilities suffered by any such person: (a) (b) in connection with or as a result of the Financial Restructuring, but excluding any loss realised in the exchange of Existing Notes for Ordinary Shares pursuant to the Financial Restructuring or any matter referred to in this Agreement (whether or not such investigation, litigation, claim or proceeding is brought by the Company or any of its equity holders or creditors or an indemnified person and whether or not any such indemnified person is otherwise a party thereto); or that arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Restructuring Disclosure (or any amendment or supplement thereto) or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 9.3 The indemnity in Clause 9.2(a) above will not apply in respect of any indemnified party to the extent to which any losses, claims, damages or liabilities are finally judicially determined to have resulted primarily from such indemnified party s fraud, wilful misconduct or gross negligence. 9.4 The foregoing indemnification shall expire on the second anniversary of the Restructuring Effective Date. 9.5 If for any reason (other than due to its expiry pursuant to clause 9.4 above) the foregoing indemnification is unavailable to a Purchaser or insufficient to hold it harmless, then the Company will contribute to the amount paid or payable by a Purchaser as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative economic interests of (i) the Company and its respective affiliates, shareholders, partners, members or other equity holders on the one hand and (ii) the Purchasers on the other hand in the matters contemplated by this Agreement as well as the relative fault of (a) the Company and its respective affiliates, shareholders, partners, members or other equity holders and (b) the Purchasers with respect to such loss, claim, damage or liability and any other relevant equitable considerations. 9.6 The reimbursement, indemnity and contribution obligations of the Company under this section: (a) will be in addition to any liability which the Company or TopCo may otherwise have; provided that no person shall be entitled to any double recovery as a result of this clause 9 and any other liability which the Company or TopCo may otherwise have towards such person and/or its Affiliates and Related Funds (including pursuant to the Restructuring Support and Lock-up Agreement); -17-

19 (b) (c) will extend upon the same terms and conditions to any Affiliate of a Purchaser and the partners, members, directors, agents, employees and controlling persons (if any), as the case may be, of each Purchaser and any such Affiliate; and will be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers, any such Affiliate and any such person. 9.7 The Company also agrees that neither any indemnified party nor any of such persons Affiliates, partners, members, directors, agents, employees or controlling persons will have any liability to any member of the Group or any person asserting claims on behalf of or in right of the Group or any other person in connection with or as a result of the Financial Restructuring, this arrangement or any matter referred to in this Agreement, except to the extent that any losses, claims, damages, liabilities or expenses incurred by a member of the Group or such other person have been found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the fraud, gross negligence or wilful misconduct of such indemnified party in performing the obligations under this Agreement. 9.8 In no event will any Purchaser or any of such persons Affiliates, partners, members, directors, agents, employees or controlling persons have any liability for any indirect, consequential, special or punitive damages in connection with or as a result of any person s activities related to this Agreement. 9.9 All sums payable to a payee under Clause 9.1 or 9.2 shall be made free and clear of set-off or counterclaim and without deduction or withholding for or on account of any Tax save as may be required by law. If any deduction or withholding for or on account of Tax is required by law to be made on any sum payable under Clause 9.1 or 9.2, the Company shall pay to any payee the amount that will, after that deduction or withholding has been made, leave the payee with the same amount as it would have been entitled to receive in the absence of any such requirement to make withholding or deduction (the Additional Amount ) at the same time as the payment under Clause 9.1 or 9.2 is made If any Tax Authority charges to Tax any payment made under Clause 9.1 or 9.2, then, except to the extent that the amount of the payment has already been increased to take account of the Tax that will be charged on receipt, the amount so payable shall be adjusted to take account of both (a) Tax which becomes payable by the payee as a result of the payment being subject to Tax in the hands of the payee, and (b) the amount and timing of any Tax benefit which is obtained by the payee in the relevant period to the extent that the Tax benefit is attributable to the matter giving rise to the receipt of the payment If a payee that receives a payment under Clause 9.1 or 9.2 receives a credit or refund of any Tax payable by it or similar benefit by reason of any deduction or withholding for or on account of Tax that gives rise to an Additional Amount, the payee shall promptly reimburse to the Company that part of the Additional Amount(s) paid to it which the payee certifies, acting reasonably, to the Company will leave it (after the reimbursement) in no better and no worse position than it would have been in if the Company had not been required to make the deduction or withholding. Nothing in this Clause 9.11 shall affect the right of any payee to arrange its Tax affairs in whatever manner it thinks fit, nor oblige any payee to disclose any information relating to its Tax affairs or any computations in respect thereof, or any information which is otherwise confidential, -18-

20 or any information disclosure of which would be unlawful, nor oblige any payee to investigate or claim any credit, relief, remission or repayment available to it or the extent, order or manner of any claim. 10. TERMINATION 10.1 Automatic Termination (a) This Agreement shall terminate: (i) (ii) (iii) automatically at 11:59 p.m. on the End Date if the Restructuring Effective Date has not yet occurred; automatically if the Restructuring Support and Lock-Up Agreement is terminated; or on written agreement by the parties Termination by a Purchaser (a) A Purchaser may terminate this Agreement, with immediate effect with respect to itself only, at any time before completion of the Financial Restructuring by notice in writing to each other party if: (i) any representation and warranty of the Company or, following its accession to this Agreement, any representation and warranty of TopCo, set out in Clause 2 or in Clause 15.1 and Clause 15.5 of the Restructuring Support and Lock-Up Agreement will be inaccurate in any material respect as of 8:00 a.m. on the Restructuring Effective Date (a Misrepresentation ) and the facts and circumstances giving rise to such Misrepresentation are material in the context of an investment decision in respect of the Ordinary Shares, provided that a Purchaser may only terminate this Agreement pursuant to this Clause 9.2(a)(i) if: (A) (B) it provides notice in writing to the Company of the facts and circumstances giving rise to such Misrepresentation; and the facts and circumstances giving rise to such Misrepresentation have not been remedied by the earlier of: (x) 5 Business Days following the date on which notice is given in accordance with paragraph (A) above; and (y) 8:00 a.m. on the Restructuring Effective Date; (ii) (iii) the condition precedent set out in Clause 6 of the Restructuring Support and Lock-Up Agreement is not satisfied or waived by the time and date required under that agreement; the Restructuring Effective Date has not occurred by the day that is five Business Days following the Anticipated Completion Date first notified to the Purchasers by the Company pursuant to Clause 8.2(a); -19-

21 (iv) as of 8:00 a.m. on the Restructuring Effective Date that Purchaser has not received certificates signed by either the Chief Executive Officer or the Chief Financial Officer of the Company (in his capacity as such and not in his personal capacity) confirming that, to the best of his knowledge, none of the Events set out in this Clause 10.2 (Termination by a Purchaser) has occurred. (each event in this Clause 10.2(a) an Event ). (b) If a Purchaser terminates this Agreement pursuant to, and in accordance with, Clause 10.2(a) (the Terminating Purchaser ), each other Purchaser which is not a Terminating Purchaser agrees to subscribe for its Relevant Proportion (as between such non-terminating Purchasers) of the Allocated Shares of the Terminating Purchaser, and the number of Allocated Shares of such non-terminating Purchasers shall be adjusted accordingly. The Calculation and Settlement Agent shall, no later than the Business Day following the date of the termination notice from a Terminating Purchaser, notify each other party of such adjusted Relevant Proportion and Allocated Shares Termination by Company and Non-Defaulting Purchasers At any time following the Initial Payment Date, the Company, with the prior agreement in writing of each Purchaser which is not a Defaulting Funder, may terminate this Agreement with immediate effect by notice in writing to each other party Consequences of termination (a) (b) (c) Upon termination, this Agreement shall terminate without prejudice to the rights and obligations of the parties under this Agreement in respect of the period beginning on the date hereof and ending on (and including) the date of termination. The provisions of this Clause 10 (Termination) and Clauses 1 (Definitions and interpretation), 8.3(e) (Transfer Instructions), 9 (Indemnity), 12.1 (Notices), 12.2 (Costs and expenses), 12.3 (Third party rights), 12.4 (Governing law), 12.5 (Jurisdiction and service), 12.6 (Service of process), 12.7 (Entire agreement), 12.8 (Invalidity), 12.9 (Amendments and waivers), (Assignment), (Continuing effect), (Successors and assigns), (Joint and several liability), (No partnership) and the warranties of the Company contained in Clause 2 (Warranties and Undertakings) will survive any termination or completion of the arrangement provided by this Agreement. The rights, including rights of rescission and termination, conferred on the Purchasers by this Agreement are in addition, and without prejudice, to all other rights and remedies available to the Purchasers provided that, after the Restructuring Effective Date, no party shall be entitled to rescind this Agreement Cure of Event If, on or before 9:00 a.m. on the Restructuring Effective Date, a Purchaser notifies each other party in writing that an Event has occurred but that such Purchaser is not terminating this Agreement, (x) the Company must use its best endeavours to cure the Event and (y) no Escrow Amounts or any other funds held in or standing to the credit of the Escrow Account deposited by -20-

22 that Purchaser may be paid out of or withdrawn from the Escrow Account until such Purchaser has agreed, in writing, that the specified Event has been cured; provided that nothing in this Clause 10.5 shall limit any other Purchaser s right to terminate this Agreement pursuant to Clause CALCULATION AND SETTLEMENT AGENT 11.1 Role of Calculation and Settlement Agent (a) (b) (c) (d) (e) (f) Pursuant to clause 22.1 of the Restructuring Support and Lock-Up Agreement, Global Loan Agency Services Limited is appointed as Calculation and Settlement Agent in connection with the Financial Restructuring (as defined therein), and Global Loan Agency Services Limited accepts such appointment. The Calculation and Settlement Agent's duties under this Agreement are solely mechanical and administrative in nature. The other parties are responsible for their own management functions and decisions relating to the calculations provided by the Calculation and Settlement Agent, including evaluating and accepting the adequacy of the scope of the calculations in addressing their needs. The Calculation and Settlement Agent shall be obliged to perform only the duties, obligations and responsibilities set out specifically in this Agreement and any duties necessarily incidental to them. No other implied duties, obligations or responsibilities (including fiduciary duties or any relationship of agency) shall be read into this Agreement against the Calculation and Settlement Agent. If any relevant term of this Agreement is amended on or after the date on which the Calculation and Settlement Agent executed this Agreement in a way which affects the duties expressed to be performed by the Calculation and Settlement Agent, the Calculation and Settlement Agent shall not be obliged to perform such duties as so amended unless it has first approved the relevant change to such term. If the Calculation and Settlement Agent at any time does not make the calculations which it is required to make within the time periods specified pursuant to this Agreement, it shall promptly notify the Company and each of the Purchasers. The parties acknowledge that meeting any such time frame is subject to, among other things, appropriate cooperation by the parties including providing necessary information to the Calculation and Settlement Agent and timely responses to inquiries by the Calculation and Settlement Agent. Notwithstanding any other provision of this Agreement to the contrary, the Calculation and Settlement Agent is not obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation. The Calculation and Settlement Agent is not responsible for: (i) the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by a Purchaser, the Company or any other person, including a clearing system, (other than the Calculation and Settlement Agent) given in anticipation of or in connection with this Agreement; -21-

23 (ii) (iii) subject to Clause 2.3(e), the legality, validity, effectiveness, adequacy or enforceability of this Agreement or any other agreement, arrangement or document entered into, made or executed in anticipation of or in connection with this Agreement; and/or any determination as to whether any information provided or to be provided to a Purchaser or the Company is non-public information the use of which may be regulated or prohibited by applicable law or regulation relating to insider dealing or otherwise. (g) The Calculation and Settlement Agent may rely on and assume that (and shall not be required to verify): (i) (ii) any representation, warranty, notice, confirmation or other document or information delivered to it is genuine, complete, correct and appropriately authorised; and any statement, confirmation or representation made by a director, authorised signatory, employee, any clearing system or other similar information system or otherwise on behalf of any person in accordance with this Agreement regarding any matters are within that person s knowledge and/or within that person s power to verify, including, in each case, on and in relation to any executed copies of this Agreement or any Subscription Agreement Accession Deed or TopCo Accession Deed provided to it. (h) The Calculation and Settlement Agent shall be entitled, for the purposes of any calculation or confirmation or the performance of any other duty or function by the Calculation and Settlement Agent under this Agreement, to: (i) (ii) (iii) (iv) rely on the most recent Locked-Up Debt Confirmation provided to it by each Purchaser in its capacity as a Participating Noteholder in accordance with the Restructuring Support and Lock-Up Agreement; rely on information provided by any clearing system; assume that the amount of Debt set out therein represents the total amount of Debt or Locked-Up Debt (as applicable) held by, or owed to, the relevant Purchaser or any of its Related Funds and/or Affiliates; and assume that each Purchaser which has provided to it a Locked-Up Debt Confirmation in its capacity as a Participating Noteholder in accordance with the Restructuring Support and Lock-Up Agreement has authority to execute and has executed the Locked-Up Debt Confirmation, the Restructuring Support and Lock-Up Agreement and this Agreement (or, if applicable, a Subscription Agreement Accession Deed or TopCo Accession Deed), in each case, on behalf of each Affiliate and Related Fund referred to in such Locked-Up Debt Confirmation, -22-

24 unless notified otherwise by the relevant Participating Noteholder. (i) (j) (k) (l) (m) No Party (other than the Calculation and Settlement Agent) may take any proceedings against any partner, officer, employee, affiliate or agent of the Calculation and Settlement Agent in respect of any claim it might have against the Calculation and Settlement Agent or in respect of any act or omission of any kind by that partner, officer, employee, affiliate or agent in relation to this Agreement and any partner, officer, employee, affiliate or agent of the Calculation and Settlement Agent may rely on this paragraph (i). Without prejudice to any provision herein excluding or limiting the Calculation and Settlement Agent's liability, any liability of the Calculation and Settlement Agent arising under or in connection with this Agreement shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Calculation and Settlement Agent or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Calculation and Settlement Agent at any time which increase the amount of that loss. In no event shall the Calculation and Settlement Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Calculation and Settlement Agent has been advised of the possibility of such loss or damages. The Calculation and Settlement Agent shall be protected from and shall incur no liability for or in respect of any action taken or thing suffered by it in reliance upon any document or information from any electronic or other source, including any clearing system, reasonably believed by it to be genuine and to have been signed or otherwise given or disseminated by the proper parties, even if it is subsequently found not to be genuine or to be incorrect. Notwithstanding anything to the contrary in Clause 12, no notice to the Calculation and Settlement Agent by any party shall be effective unless actually received by the Calculation and Settlement Agent. The Company acknowledges the Calculation and Settlement Agent shall have the benefit of clause (Indemnity) of the Restructuring Support and Lock-up Agreement Resignation of the Calculation and Settlement Agent (a) (b) The Calculation and Settlement Agent may only resign from its position as Calculation and Settlement Agent under this Agreement in accordance with this Clause The Company and Original Purchasers may, by notice to the Calculation and Settlement Agent (a Resignation Requirement Notice ), require it to resign for any reason by giving 15 days notice to the Calculation and Settlement Agent, in which case the Company with the approval of the Original Purchasers (each acting reasonably and in good faith) may appoint a successor Calculation and Settlement Agent from the resignation date set out in the retiring Calculation and Settlement Agent s resignation notice or (if earlier) on the date falling 15 days after receipt by the Calculation and Settlement Agent of the Resignation Requirement Notice (the Resignation Date ). -23-

25 Notwithstanding the foregoing, the Calculation and Settlement Agent may resign (at no cost to the Calculation and Settlement Agent) immediately upon written notice in the event that circumstances arise that would make continuation of all or any portion of the services provided by it hereunder conflict with any independence or other professional regulations, standards or guidelines to which the Calculation and Settlement Agent conforms. (c) (d) (e) (f) The retiring Calculation and Settlement Agent shall, at its own cost (if retiring on its own accord other than pursuant to the last sentence of Clause 11.2(b)), make available to the successor Calculation and Settlement Agent such documents and records and provide such assistance as the successor Calculation and Settlement Agent may reasonably request for the purposes of performing its functions as Calculation and Settlement Agent under this Agreement. The Calculation and Settlement Agent's resignation notice shall only take effect on and from the Resignation Date. On the Resignation Date, the retiring Calculation and Settlement Agent shall be discharged from any additional obligation in respect of this Agreement, but the Calculation and Settlement Agent s resignation shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date on which the Calculation and Settlement Agent s resignation takes effect, including the right to claim damages in respect of any breach of the Agreement which existed at or before that date, and the Calculation and Settlement Agent shall remain entitled to the benefit of this Clause 11 (Calculation and Settlement Agent). Any successor and each of the other parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original party. The Company and/or all of the Original Purchasers may forthwith terminate the appointment of the Calculation and Settlement Agent if (i) at any time the Calculation and Settlement Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiver, administrator or other similar official of all or any substantial part of its property or admits in writing its inability to pay or to meet its debts as they become due and payable or suspends payment thereof, or if a resolution is passed or an order made for its winding-up or dissolution, or if a receiver, administrator or other similar official of itself or all or any substantial part of its property is appointed, or if an order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency laws, or if any public officer takes charge or control of it or its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (ii) it fails duly to make any calculation required to be made by it under this Agreement, and does not do so within two Business Days of receipt of notice from the Original Purchasers that they intend to appoint a replacement Calculation and Settlement Agent to make the calculation in question and subsequent calculations (if any) Fees and terms of engagement -24-

26 The Calculation and Settlement Agent acknowledges that its reasonable fees and/or expenses (including any fees or charges levied by any clearing system) will be paid by the Company pursuant to a separate fee letter entered into on or around the date of the Restructuring Support and Lock Up and Agreement and that it shall not be entitled to make any claim or take any action against any Purchaser in the event the Company fails to pay the Calculation and Settlement Agent any such fees and expenses. For the avoidance of doubt, the Calculation and Settlement Agent shall not be required to expend its own funds in connection with the Financial Restructuring Delegation The Calculation and Settlement Agent may, in the conduct of its duties, authorities or discretions under this Agreement, act by responsible officers or a responsible officer for the time being of the Calculation and Settlement Agent and, whenever it thinks fit, whether by power of attorney or otherwise, delegate to any person or persons all or any of the duties, authorities and discretions vested in it by this Agreement and any such delegation may be made upon such terms and conditions and subject to such regulations (including the power to sub delegate) as the Calculation and Settlement Agent may think fit; and the Calculation and Settlement Agent shall not be responsible for any damages, costs or losses incurred by reason of any misconduct, omission or default on the part of any such delegate or sub-delegate provided it has exercised reasonable care in the selection of such delegate or sub-delegate. The Calculation and Settlement Agent shall, within a reasonable time after engaging any such agent or delegating any of its duties, authorities and discretions pursuant to this clause 11.4, give notice thereof to the Company. 12. GENERAL 12.1 Notices (a) A notice or other communication given under this Agreement including, but not limited to, a request, demand, consent or approval, to or by a party to this Agreement: (i) (ii) must be in legible writing and in English; must be delivered to the addressee by hand, registered post or courier (using an internationally recognised courier company) to the address, or by to the address, set out or referred to below or to any other address or address a party notifies to the other under this Clause: (A) (B) if to a Purchaser, as set out in Schedule 1 (Purchasers Details) or in the applicable Subscription Agreement Accession Deed or TopCo Accession Deed; if to the Company: Address: Atmosphere One, Prospect Road, Westhill, Aberdeenshire, AB32 6FJ -25-

27 Attention: Stuart Jackson / Howard Woodcock / Neale Stewart Howard.Woodcock@bibbyoffshore.com Neale.Stewart@bibbyoffshore.com Stuart.Jackson@bibbyoffshore.com With a copy to: Address: Attention: Latham & Watkins (London) LLP, 99 Bishopsgate, London EC2M 3XF John Houghton, Marc Hecht Fax: john.houghton@lw.com; marc.hecht@lw.com (C) if to the Calculation and Settlement Agent: Address: Attention: 45 Ludgate Hill, London, EC4M 7JU Transaction Management Group Fax: tmg@glas.agency (iii) (iv) must be signed by or on behalf of the sender. Notices sent by are taken to be signed by the named sender; and is deemed to be received by the addressee in accordance with Clause 12.1(b) below. (b) Without limiting any other means by which a party may be able to prove that a notice has been received by another party, a notice is deemed to be received: (i) (ii) (iii) if sent by hand or courier, when delivered to the addressee; if by registered post, three Business Days from and including the date of postage; if sent by

28 (A) (B) when the sender receives a message from the recipient confirming or acknowledging delivery; or 2 hours after the time sent (as recorded on the device from which the sender sent the ) unless the sender receives an automated message that the has not been delivered, whichever happens first, but if the delivery or receipt is on a day which is not a Business Day or is after 5:00 p.m. according to local time in the place of receipt, it is deemed to be received at 9:00 a.m. (local time in the place of receipt) on the next following Business Day. (c) In this Clause, a reference to an addressee includes a reference to an addressee s officers, agents or employees Costs and expenses The Company agrees to reimburse the Purchasers (other than any Defaulting Purchaser) for all reasonable, documented and invoiced out-of-pocket fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby, provided that no person shall be entitled to any double recovery on account of any commitment by the Company to pay fees and/or expenses pursuant to this Clause 12.2 and any other agreement or arrangement. For the avoidance of doubt, any Commission Shares delivered or to be delivered to a Purchaser shall be in addition to, and not in lieu of, any reimbursement to which it may be entitled under this Clause 12.2). The provisions of this Clause 12.2 above will survive any termination or completion of the arrangement provided by this Agreement Third party rights Save as expressly provided in this Agreement, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement. The rights of any third party hereunder shall be enforceable only by way of proceedings in the forum referred to in and in accordance with Clause The parties may by agreement rescind or vary any term of this Agreement without the consent of third parties Governing law This Agreement and any non-contractual obligations arising out of or in connection with it will be governed by and construed in accordance with English law Jurisdiction and service (a) (b) The courts of England have exclusive jurisdiction to settle any Dispute arising out of or in connection with this Agreement. The parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no party will argue to the contrary. -27-

29 (c) (d) This Clause 12.5 is for the benefit of the Purchasers only. As a result, no Purchaser will be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Purchasers may take concurrent proceedings in any number of jurisdictions. The parties agree that a document required to be served in proceedings about this Agreement may be served under Clause 12.1 (Notices) or in any other way permitted by law Service of process (a) (b) Each Purchaser (other than any Purchaser incorporated in England and Wales) appoints GLAS Trustees Limited as its agent for service of process in relation to any proceedings before the English courts in connection with this Agreement for an agreed fee as set out in the fee letter with the Company entered into on or around the date of the Restructuring Support and Lock Up and Agreement, and GLAS Trustees Limited accepts such appointment; and the Company and each Purchaser (other than a Purchaser incorporated in England and Wales) agrees that failure by a process agent to notify it of the process will not invalidate the proceedings concerned Entire agreement (a) (b) This Agreement together with the Restructuring Support and Lock-Up Agreement, the Escrow Agreement and the documents referred to herein and therein constitutes the entire agreement between the parties about its subject matter and supersedes any previous agreement between the parties with respect thereto and, without prejudice to the generality of the foregoing, excludes any warranty, condition or other undertaking implied at law or by custom, usage or course of dealing. Each party confirms that: (i) (ii) in entering into this Agreement, it has not relied on any representation, warranty, assurance, covenant, indemnity, undertaking or commitment which is not expressly set out in this Agreement, the Restructuring Support and Lock-Up Agreement, the Escrow Agreement or the documents referred to herein or therein; and in any event, without prejudice to any liability for fraud, fraudulent misrepresentation or fraudulent misstatement, the only rights or remedies in relation to any representation, warranty, assurance, covenant, indemnity, undertaking or commitments given or action taken in connection with this Agreement, the Restructuring Support and Lock-Up Agreement, the Escrow Agreement or the documents referred to herein or therein are those pursuant to this Agreement, the Restructuring Support and Lock-Up Agreement, the Escrow Agreement or the documents referred to herein or therein, and no party has any other right or remedy (whether by way of a claim for contribution or otherwise) -28-

30 in tort (including negligence) or for misrepresentation (whether negligent or otherwise, and whether made prior this Agreement or otherwise). (c) Each of the parties acknowledges and agrees that damages alone may not be an adequate remedy for the breach of any of the undertakings or obligations as set out in this Agreement. Accordingly, and without prejudice to any other rights and remedies the parties may have, the parties shall be entitled to seek the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the terms of this Agreement Invalidity (a) If a provision of this Agreement or a right or remedy of a party under this Agreement is invalid or unenforceable in a particular jurisdiction: (i) (ii) it is read down or severed in that jurisdiction only to the extent of the invalidity or unenforceability; and it does not affect the validity or enforceability of that provision in another jurisdiction or the remaining provisions in any jurisdiction. (b) This Clause is not limited by any other provision of this Agreement in relation to severability, prohibition or enforceability Amendments and Waivers (a) (b) (c) (d) (e) This Agreement may be amended (including any amendment, variation, supplementation, deletion or replacement) only by a written document executed by all of the parties. A waiver of a provision of this Agreement or a right or remedy arising under this Agreement, including this Clause, must be in writing and signed by the party granting the waiver. A single or partial exercise of a right does not preclude a further exercise of that right or the exercise of another right. Failure by a party to exercise a right or delay in exercising that right does not prevent its exercise or operate as a waiver. A waiver is only effective in the specific instance and for the specific purpose for which it is given Assignment No party may assign or transfer any of its rights or obligations under this Agreement without the prior consent in writing of all of the other parties, provided that any Purchaser may assign or transfer its rights and obligations under this Agreement to such Purchaser s Affiliate or Related Funds provided such Affiliate or Related Funds is not a shareholder in the Company and provided such Affiliate or Related Funds meets the Purchaser Eligibility Criteria. -29-

31 12.11 Counterparts (a) (b) This Agreement may be executed by any number of counterparts (including by facsimile) and all of those counterparts taken together constitute one and the same instrument. Transmission by fax or ed scanned copy of an executed counterpart of this Agreement shall be deemed to constitute due and sufficient delivery of such counterpart Continuing effect So far as it remains to be performed, this Agreement shall continue in full force and effect after the Restructuring Effective Date. The rights and remedies of the parties shall not be affected by Completion Further assurance Each party must do, at its own expense (subject, in the case of the Purchasers, to Clause 12.2 (Costs and expenses)), everything reasonably necessary (including executing documents) to give full effect to this Agreement and any transaction contemplated by it (including vesting in the Purchasers the legal and beneficial title to the relevant Subscription Shares), subject to the terms and conditions set forth herein Successors and assigns This Agreement is binding on, and has effect for the benefit of, the parties and their successors and permitted assigns Joint and several liability All obligations of the Purchasers under this Agreement are several and not joint obligations and no Purchaser shall be responsible for the compliance by any other Purchaser of its obligations under this Agreement or any breach of this Agreement by another Purchaser No partnership Nothing in this Agreement shall constitute any of the parties a partner of any other party, nor shall the execution, completion and implementation of this Agreement confer on any party any power to bind or impose any obligations to any third parties on any other party or to pledge the credit of any other party. -30-

32 SCHEDULE 1 PURCHASERS DETAILS Name Attention Address Fax / Telephone York Credit Opportunities Investments Master Fund, L.P. Jack Land / Beatriz Meldrum c/o York Capital Management 23 Savile Row, 4th Floor London, W1S 2ET JLand@yorkcapital.com BMeldrum@yorkcapital.com Tel: +44 (0) or +44 (0) York Global Finance Fund, L.P. Jack Land / Beatriz Meldrum c/o York Capital Management 23 Savile Row, 4th Floor London, W1S 2ET JLand@yorkcapital.com BMeldrum@yorkcapital.com Tel: +44 (0) or +44 (0) York European Focus Master Fund, L.P. Jack Land / Beatriz Meldrum c/o York Capital Management 23 Savile Row, 4th Floor London, W1S 2ET JLand@yorkcapital.com BMeldrum@yorkcapital.com Tel: +44 (0) or +44 (0) York European Opportunities Investments Master Fund, L.P. Jack Land / Beatriz Meldrum c/o York Capital Management 23 Savile Row, 4th Floor London, W1S 2ET JLand@yorkcapital.com BMeldrum@yorkcapital.com Tel: +44 (0) or +44 (0)

33 Exuma Capital, L.P. Jack Land / Beatriz Meldrum c/o York Capital Management 23 Savile Row, 4th Floor London, W1S 2ET JLand@yorkcapital.com BMeldrum@yorkcapital.com Tel: +44 (0) or +44 (0) Jorvik Multi Strategy Master Fund, L.P. Jack Land / Beatriz Meldrum c/o York Capital Management 23 Savile Row, 4th Floor London, W1S 2ET JLand@yorkcapital.com BMeldrum@yorkcapital.com Tel: +44 (0) or +44 (0) York European Strategic Investors Fund Limited Jack Land / Beatriz Meldrum c/o York Capital Management 23 Savile Row, 4th Floor London, W1S 2ET JLand@yorkcapital.com BMeldrum@yorkcapital.com Tel: +44 (0) or +44 (0) Stichting Value Partners Family Office Henk M. van Heijst Stichting Value Partners Family Office Dorpsstraat 26 Moordrecht, 2841 BJ Netherlands info@valuepartners.nl Fidelity Extra Income Fund (EXIN) Investment Legal Fidelity Investments International Oakhill House, 130 Tonbridge Road, Hildenborough, Tonbridge Investment.Legal@fil.com Tel: +44 (0)

34 Kent, TN11 9DZ With a copy to: Fidelity International c/o 25 Cannon Street, London EC4M 5TA Fidelity Strategic Bond Fund (STBD) Investment Legal Fidelity Investments International Oakhill House, 130 Tonbridge Road, Hildenborough, Tonbridge Kent, TN11 9DZ Investment.Legal@fil.com Tel: +44 (0) With a copy to: Fidelity International c/o 25 Cannon Street, London EC4M 5TA Fidelity Funds SICAV in respect of Fidelity Funds - European High Yield (F/EHY) Investment Legal Fidelity Investments International Oakhill House, 130 Tonbridge Road, Hildenborough, Tonbridge Kent, TN11 9DZ Investment.Legal@fil.com Tel: +44 (0) With a copy to: Fidelity International c/o 25 Cannon Street, London EC4M 5TA -33-

35 Hof Hoorneman Bankiers N.V. Najib Nakad Hof Hoorneman Bankiers N.V. Oosthaven 52, Gouda, 2800 CG Netherlands Tel: +31(0) PIMCO Europe Ltd for and on behalf of certain funds and accounts Manvir Singh / Elliot Warren / Giorgio Incani PIMCO Europe Ltd 11 Baker Street, London, W1U 3AH Manvir.Singh@uk.pimco.com Elliot.Warren@uk.pimco.com Giorgio.Incani@de.pimco.com Fax:

36 SCHEDULE 2 FORM OF SUBSCRIPTION AGREEMENT ACCESSION DEED To: Bibby Offshore Holdings Limited From: [Proposed Purchaser] ( Potential Additional Purchaser ) Dated: Copy to: [The Calculation and Settlement Agent] Dear Sirs, Bibby Offshore Holdings Limited Subscription Agreement dated [ ] (the Agreement ) 1. We refer to the Agreement. This is a Subscription Agreement Accession Deed. Terms defined in the Agreement have the same meaning in this Subscription Agreement Accession Deed unless given a different meaning in this Subscription Agreement Accession Deed. 2. The Potential Additional Purchaser confirms that it is a party to the Restructuring Support and Lock-Up Agreement and confirms that the warranties set out in Clause 2.2 of the Agreement are true and correct in relation to it as at the date of delivery of this Subscription Agreement Accession Deed. 3. The Potential Additional Purchaser confirms that it has provided the Purchaser Eligibility Information (if required) to the Company and confirms, for the benefit of the Company and each other Purchaser, that it and/or its Affiliates meet the Purchaser Eligibility Criteria. 4. The Potential Additional Purchaser agrees to be bound by the terms of the Agreement as an Additional Purchaser and commits to funding the Escrow Account with its Allocated Amount in accordance with the terms of the Agreement and the Escrow Agreement. 5. The Potential Additional Purchaser s administrative details are as follows: Co. Number: Address: Attention: -35-

37 6. In the event the Potential Additional Purchaser is not incorporated in England and Wales, it agrees to appoint GLAS Trustees Limited as its process agent and to be bound by the terms of the Service of Process Letter substantially in the form set forth in Annex 1 to this Subscription Agreement Accession Deed. 7. This Subscription Agreement Accession Deed and any non-contractual obligations arising out of or in connection with it is governed by English law. Signed as a deed by [Name of Proposed Purchaser]: Acting by an authorised signatory In the presence of: Name: Address: Occupation: [Signature Page to Subscription Agreement Accession Deed]

38 SUBSCRIPTION AGREEMENT ACCESSION DEED ANNEX 1 Service of Process Letter GLAS Trustees Limited 45 Ludgate Hill London EC4M 7JU [insert day and month] 2017 Dear Sirs Appointment of Agent for Service of Process We hereby appoint you as our agent to receive on our behalf service of process in any legal action or proceeding begun in the courts of England arising out of or in connection with [ any or all of] the agreement[s] listed in the Schedule hereto (the Agreement[s] ), on the terms set out in this letter. You have no obligations other than those expressly set out in this letter. We agree that you will be acting as our agent for a period beginning on the date of the appointment and ending on the [28 February 2018] (the Term ). We hereby agree that your appointment shall become effective and shall commence on the date that we have received a signed and completed copy of this letter signed on behalf of GLAS Trustees Limited. Your appointment under this letter shall terminate on the earlier of (i) the last day of the Term, or (ii) the date that you notify us in writing that the Agreement has been terminated. In the event of termination of this appointment, howsoever arising, we will notify all parties to the Agreement of such termination and you will have no obligation to forward mail, correspondence, notices, documents or any other items whatsoever received on our behalf nor responsibility for or in connection with any legal proceedings, penalties, fines, liabilities, claims, costs nor any loss, damage, financial nor commercial loss, expense nor incidental loss to us nor any obligation to any other person resulting from the termination nor from any failure to forward mail, correspondence, notices, documents nor any other items whatsoever received on our behalf. On receipt of service of process addressed to us by which any legal action or proceeding is begun in the courts of England arising out of or in connection with any or all of the Agreement, you shall: -37-

39 (a) (b) accept service on our behalf; and promptly send to us by (the Document Delivery ) a copy of all documents you receive as process agent. Delivery of each document by shall be made to [insert address details], unless (i) we specify otherwise in writing promptly on receipt of the Document Delivery , and (ii) we have paid to you in advance and in full all necessary postal or courier charges referred to below. In the event that we require you to use a different address, we will let you know in writing. We will acknowledge receipt of each Document Delivery . Your dispatch of a Document Delivery as described above is a good discharge of your obligations hereunder, whether or not we receive the relevant notice and whether or not you are aware that we may not have received a notice previously sent to us by you. Alternatively, if we have requested in writing, promptly following a Document Delivery and provided that we have paid to you in full all necessary postal or courier charges on submission of an invoice by you for these charges, you shall forward the documents by post or courier to us at our office at [insert office address details for delivery of hardcopy items]. Delivery by post or courier shall be deemed to be effective five Business Days after being deposited in the post postage prepaid, or alternatively delivery by courier will be deemed to be effective one Business Day after being deposited with a courier, in an envelope addressed to the address indicated above, and such delivery shall be good discharge of your obligations hereunder. For the purposes of this letter Business Day shall mean a day (other than a Saturday or Sunday) on which banks are open for general business in London. We will communicate with you at the address above and at the address tes@glas.agency and ClientServices@glas.agency, and using the phone number unless you notify us otherwise in writing. We shall have no claim against you nor your members, officers, employees nor agents in respect of any legal proceedings, penalties, fines, liabilities, claims, costs nor any loss, damage, financial nor commercial loss, expense nor incidental loss to us nor any obligation to any other person arising directly or indirectly out of any failure in the performance of your obligations set out in this letter, unless such arise from your fraud, wilful default or gross negligence or that of your members, officers, employees or agents. This letter and any non-contractual obligations arising out of or in connection with it is governed by, and shall be construed in accordance with, English law and no person shall have any rights hereunder pursuant to the Contracts (Rights of Third Parties) Act Yours faithfully -38-

40 For [insert Purchaser details] as Purchaser Accepted and agreed. GLAS Trustees Limited Date: -39-

41 Schedule Service of process to be received for the following documents Document Date Principal Parties Subscription Agreement [ ] Bibby Offshore Holdings Limited as the Company, Global Loan Agency Services Limited as the Calculation and Settlement Agent, and the Purchasers (as defined in therein). -40-

42 Signed as a deed by BIBBY OFFSHORE HOLDINGS LIMITED Acting by an authorised signatory In the presence of: Name: Address: Occupation: -41-

43 SCHEDULE 3 FORM OF TOPCO ACCESSION DEED To: Bibby Offshore Holdings Limited From: [TopCo] ( [ ] ) Dated: Copy to: [The Calculation and Settlement Agent] Dear Sirs, Bibby Offshore Holdings Limited Subscription Agreement dated [ ] (the Agreement ) 1. We refer to the Agreement. This is the TopCo Accession Deed. Terms defined in the Agreement have the same meaning in this TopCo Accession Deed unless given a different meaning in this TopCo Accession Deed. 2. [ ] confirms that it is a party to the Restructuring Support and Lock-Up Agreement and confirms that the warranties set out in Clause 2.1 of the Agreement are true and correct in relation to it as at the date of delivery of this TopCo Accession Deed. 3. [ ] agrees to be bound by the terms of the Agreement in its capacity as TopCo thereunder. 4. [ ] s administrative details are as follows: Co. Number: Address: Attention: -42-

44 5. This TopCo Accession Deed and any non-contractual obligations arising out of or in connection with it is governed by English law. 6. For the avoidance of doubt, by acceding to the Agreement [ ] is not inviting any person to purchase or subscribe for shares or other securities of [ ]. Signed as a deed by [TopCo]: Acting by an authorised signatory In the presence of: Name: Address: Occupation: -43-

45 Signed as a deed by BIBBY OFFSHORE HOLDINGS LIMITED: Acting by an authorised signatory In the presence of: Name: Address: Occupation: -44-

46 SCHEDULE 4 FORM OF NOTICE BY CALCULATION AND SETTLEMENT AGENT To: Bibby Offshore Holdings Limited [Purchasers] From: [The Calculation and Settlement Agent] Dated: Dear Sirs, Bibby Offshore Holdings Limited Subscription Agreement dated [ ] (the Agreement ) 1. We refer to the Agreement. This constitutes a notice pursuant to Clause [7.2(b) of the Agreement. 2. We hereby inform you that the following Additional Purchasers have acceded to the Agreement by execution of a Subscription Agreement Accession Deed:. Additional Purchaser Date of Subscription Agreement Accession Deed [ ] [ ]

47 Name [ ] The Relevant Proportions of each Purchaser are hereby revised as follows: Co. Number Relevant Proportion (%) Attention Address Fax Yours faithfully,. [Insert Calculation and Settlement Agent s name] Calculation and Settlement Agent

48 SCHEDULE 5 COMPLETION DELIVERABLES 1. On or before the Restructuring Effective Date, TopCo shall, and the Company shall procure that TopCo shall, deliver to the Calculation and Settlement Agent: (a) a copy of the minutes (or written resolutions) of a meeting of the board of directors of TopCo: (i) (ii) (iii) authorising TopCo to enter into and perform its obligations under this Agreement; approving the issue and allotment of the New TopCo Ordinary Shares; approving and adopting the New TopCo Articles in accordance with the Restructuring Support and Lock-Up Agreement; and (b) (c) a copy of the minutes of a meeting (or written resolutions) of the shareholders of TopCo: approving the issue and allotment of the New TopCo Ordinary Shares approving and adopting the New TopCo Articles in accordance with the Restructuring Support and Lock-Up Agreement; and if relevant, a copy of all powers of attorney or other authorities (corporate or otherwise) under which this Agreement or any document referred to herein is executed on behalf of TopCo; 2. At Completion (to the extent not satisfied prior to Completion), TopCo shall, and the Company shall procure that TopCo shall: (a) deliver to the Calculation and Settlement Agent a copy of the minutes (or written resolutions) of a meeting of the board of directors of TopCo: (i) (ii) (iii) (iv) issuing the relevant Subscription Shares credited as fully paid to the Purchasers in accordance with this Agreement; authorising the updating of the register of members of TopCo in respect thereof; instructing the secretary of TopCo to file all appropriate resolutions and forms within the time limits prescribed by applicable law and the articles of association of TopCo in force at the relevant time; and passing any other resolutions required to carry out TopCo s obligations under this Agreement; (b) deliver to the Calculation and Settlement Agent a copy of the share register of TopCo, dated on the Restructuring Effective Date, showing the Purchasers as the holders of the relevant Subscription Shares;

49 (c) (d) procure that meetings of the directors and the shareholders of TopCo pass any resolutions and do all acts required to carry out TopCo s obligations under this Agreement; and take all such other steps as are required to issue and allot the Subscription Shares and the Commission Shares in accordance with this Agreement and the Restructuring Support and Lock-Up Agreement.

50 SCHEDULE 6 FORM OF ESCROW AGREEMENT

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