Placing Agreement. (2) Peel Hunt LLP Z6 ^^2013. Dated. relating to The Stanley Gibbons Group plc. (1) The Stanley Gibbons Group plc.

Transcription

1 Placing Agreement relating to The Stanley Gibbons Group plc (1) The Stanley Gibbons Group plc (2) Peel Hunt LLP Dated Z6 ^^2013 Osborne Clarke One London Wall London EC2Y 5EB Tel +44 (0) Fax +44 (0) JTC JZK

2 Contents 1. Definitions and interpretation Conditions Appointment and authority Application for Admission Delivery of documents The Placing Allotment Settlement and payment Fees, commissions and expenses Warranties Exclusion of liability Indemnity Undertakings Withholding and grossing up General Third Parties Act Notices Governing law and jurisdiction Schedule 1 (Warranty Confirmation Letter ) Schedule (Documents to be delivered) Part A (Documents to be delivered on the date of this Agreement ) Part B (Documents to be delivered on the Publication Date ) Part C (Documents to be delivered prior to Admission ) Schedule 3 (Warranties) Schedule 4 ( Undertakings )... 44

3 This Agreement is made on Between: 26 S^A^^^ 2013 (1) The Stanley Gibbons Group plc (registered in Jersey, Channel Islands with company number 13177) whose registered office is at 2nd Floor, Minden House, Minden Place, St. Helier, Jersey, JE2 4WQ, Channel Islands (the "Company"); and (2) Peel Hunt LLP (registered in England and Wales with number OC357088) whose registered office is at Moor House, 120 London Wall, London EC2Y 5ET (the " Broker"). Background: (A) The Company proposes to acquire the entire issued and to be issued share capital of Noble pursuant to the Scheme. (B) The Company has appointed the Broker to act as its: (a) nominated adviser and broker for the purposes of the AIM Rules for Companies; and (b) financial adviser for the purposes of the City Code in relation to the Acquisition. (C) The Company intends to raise approximately 40 million (before expenses) through the issue of the Placing Shares at the Placing Price pursuant to the Placing in order to fund the cash consideration payable pursuant to the Acquisition. (D) The Company intends to apply for the Placing Shares to be admitted to trading on AIM. (E) The Broker has conditionally agreed, amongst other things, to use its reasonable endeavours as agent for the Company, to procure subscribers for the Placing Shares at the Placing Price upon the terms of this Agreement or failing which to subscribe for any Placing Shares at the Placing Price for which it has not procured subscribers itself, as principal. This Agreement witnesses as follows: 1. Definitions and interpretation 1.1 Definitions In this Agreement, unless a contrary intention is expressly stated, the following definitions shall apply: "Accountants" means Nexia Smith & Williamson of Portwall Place, Portwall Lane, Bristol BS1 6NA. "Accounts" means the audited consolidated balance sheet of the Group made up as at the Accounts Date and the audited consolidated income statement of the Group for the financial year ended on the Accounts Date, including all documents required by law to be annexed to them. "Accounts Date" means 31 December "Acquisition" means the acquisition by the Company of the entire issued and to be issued share capital of Noble pursuant to the Scheme. "Admission" means the admission of the Placing Shares to trading on AIM becoming effective in accordance with Rule 6 of the AIM Rules for Companies and references to Admission becoming "effective" shall be construed accordingly. 2

4 "Admission Date" means the date on which Admission becomes effective. "affiliate" means any group undertaking as defined in section 1161 of the Companies Act or an associated company as defined in section 416 of the Taxes Act. "Agreement" means this Agreement (including any schedule or annexures to it) as varied from time to time pursuant to its terms. "AIM" means AIM, a market operated by the Exchange. "AIM Rules for Companies" means the AIM Rules for Companies published by the Exchange from time to time (including, without limitation, any guidance notes or statements of practice). "AIM Rules for?nominated Advisers" means the AIM Rules for Nominated Advisers published by the Exchange from time to time. "Application " means the application made by the Company (or by the Broker on its behalf) to the Exchange in respect of Admission. '"associate" means, in relation to a party to this Agreement, a company or undertaking in which the party has, or at the relevant time had, a direct or indirect interest entitling it to receive, or to include or reflect in its accounts, more than 30 per cent. of the annual income or profits of the company or undertaking concerned or in relation to which the relevant party to this Agreement is able to appoint or remove a majority of the directors (or their equivalent) or able to cast the majority of votes on any material matter and "associates " shall be construed accordingly. "Board" means the Company's board of directors or any duly authorised committee thereof. "Broker's Solicitors" means Osborne Clarke of One London Wall, London EC2Y 5EB. "Business Day" means a day (not being a Saturday, Sunday or public holiday in the United Kingdom) on which dealings in domestic securities may take place on, and with the authority of, the Exchange. "Certain Funds Period" means the period commencing on the date on which the Press Announcement is published in relation to the Acquisition pursuant to Rule 2.7 of the City Code, until the date on which the Scheme becomes effective, lapses or is withdrawn. "City Code" means the City Code on Takeovers and Mergers published by the Panel on Takeovers and Mergers. "Claims" means as defined in sub-clause "COB Rules" means the rules set out in the conduct of business sourcebook of the FCA Handbook. "Companies Act" means the Companies Act "Companies Law" means the Companies (Jersey) Law 1991 (as amended). "Company's Solicitors " means Lawrence Graham LLP of 4 More London Riverside, London SE1 2AU, legal advisers to the Company as to English law. "Company's Jersey Solicitors " means Mourant Ozannes of 22 Grenville Street, St. Helier, Jersey, JE4 8PX, Channel Islands, legal advisers to the Company as to the laws of Jersey. "Conditions" means the conditions set out in sub-clause 2.1 and "Condition" shall be construed accordingly. s

5 "Connected Person " means a person who is connected to a Director within the meaning of section 252 of the Companies Act (but such expression shall be deemed not to include any other Director). "Corporate Governance Code" means The UK Corporate Governance Code, published by the Financial Reporting Council. "CREST" means the relevant system (as defined in the Regulations) in respect of which Euroclear is the Operator (as defined in the Regulations). "CTA" means the Corporation Tax Act "Day 28" means the date which is 28 days following publication of the Press Announcement. "Data Protection Legislation " means the Data Protection Act 1998 and all applicable data protection laws, regulations and codes of practice, including, without limitation, laws governing the use of personal data in connection with electronic communications and equivalent applicable laws in any other relevant jurisdiction. "Directors" means the directors of the Company as at the date of this Agreement. "Disclosed" means properly and fairly disclosed in writing in the Accounts, the Interim Accounts, the Previous Announcements and the Press Announcement. "Disclosure and Transparency Rules" means the disclosure rules and transparency rules made by the FCA pursuant to Part VI of the FSMA. "Encumbrance" means any interest or equity of any person (including any right to acquire, option or right of pre-emption or conversion) or any mortgage, charge, pledge, lien, assignment, hypothecation, security interest, title retention, or any other security agreement or arrangement, or any agreement to create any of the foregoing. "Engagement Letter" means the engagement letter dated 23 August 2013 confirming the Broker's terms and conditions of engagement in relation to the Placing, the Acquisition and Admission. "Enlarged Group" means the Company and its affiliates following completion of the Acquisition. "Euroclear" means Euroclear UK & Ireland Limited, a company incorporated under the laws of England and Wales. "Exchange" means London Stock Exchange plc, a company incorporated under the laws of England and Wales. "FCA" means the Financial Conduct Authority in its capacity as the competent authority under Part VI of the FSMA. "FCA Handbook " means the handbook of rules and guidance issued by the FCA. "Financial Due Diligence Report" means the financial due diligence report in agreed form prepared by the Reporting Accountants in respect of the Noble Group, to be dated immediately prior to the publication of the Press Announcement. "finally determined " means in respect of any claim under this Agreement, the amount: (a) agreed in writing between the Company and the Broker; or (b) determined or awarded by any court of competent jurisdiction or in any arbitration from 4

6 which there is no further appeal or from which the time period for appeal has lapsed or from which the right to appeal has been waived in writing by the relevant party, as being due to the Broker in respect of any such claim. "FSMA" means the Financial Services and Markets Act "Group" means the Company and its Subsidiaries as at the date of this Agreement and "Group Company" shall be construed accordingly. "HMRC" means Her Majesty's Revenue & Customs. "IA" means the Insolvency Act "IFRS" means the International Financial Reporting Standards issued by the International Accounting Standards Board. "Indemnified Persons" means (a) the Broker (b) each affiliate and associate of the Broker (c) the Broker's connected persons (for the purposes of section 165 of the FSMA) (d) each of all of the foregoing's respective directors, officers, partners, members, employees and agents and (e) any successors or assignees of the Broker, each of whom is an "Indemnified Person" for the purposes of this Agreement. "Indemnity" means the indemnity given to each Indemnified Person pursuant to sub-clause "Intellectual Property" means patents, trademarks or names whether or not registered or capable of registration, registered designs, design rights, domain names, copyrights, database rights, the right to apply for and applications for any of the preceding items, together with the rights in inventions, processes, software, know how, trade or business secrets, or any process or other similar right or asset capable of protection enjoyed, owned, used or licensed by the Group. "Interest" means any legal or beneficial interest or any other interest as defined in section 820 (when read with sections 821 to 825 inclusive) of the Companies Act and "Interested" shall be construed accordingly. "Interim Accounts" means the unaudited interim financial statements of the Group in respect of the six months ended 30 June "IT Systems" means the information technology used by any Group Company or required for use in its business, including, without limitation, hardware, proprietary and third party software, networks and peripherals. "ITA" means the Income Taxes Act "Lapse Date " means the date which is the earlier of: (a) the latest date by which all of the conditions of the Scheme are required by the Takeover Panel to be fulfilled; and (b) the date which is six months after the date of publication of the Scheme Document; "Legal Due Diligence Report" means the legal due diligence report in agreed form addressed to the Company and the Broker dated immediately prior to publication of the Press Announcement prepared by the Company's Solicitors in relation to the Noble Group. "Losses" means as defined in sub-clause

7 "Material Adverse Change " means any adverse change in, or any development reasonably likely to involve a prospective adverse change in, or affecting, the condition (financial, operational, legal or otherwise), earnings, business, management, properties, assets, rights, results of operations, solvency, credit rating or prospects of the Group, which in each case is material in the context of the Group taken as a whole, whether or not arising in the ordinary course of business. "Noble" means Noble Investments (UK) plc, a company registered in England and Wales with registered number "Noble Group" means Noble and its affiliates. "Noble Reports" means, together, the Financial Due Diligence Report and the Legal Due Diligence Report. "Ordinary Shares" means ordinary shares of 1 penny each in the capital of the Company. "Placees" means the persons who agree conditionally to acquire the Placing Shares pursuant to the Placing. "Placing" means the proposed placing by the Broker with Placees of the Placing Shares on the terms of this Agreement and the Placing Documents. "Placing Documents " means the Presentation and the Press Announcement. "Placing Letter" means the letter in agreed form issued to prospective Placees by the Broker with the accompanying form of confirmation offering participation in the Placing on the terms of this Agreement. "Placing Price" means 295 pence per Placing Share. "Placing Shares" means the 13,559,322 new Ordinary Shares which are proposed to be allotted and issued by the Company and subscribed for by Placees pursuant to the Placing. "Presentation" means the presentation in agreed form prepared by the Company for the purposes of marketing the Placing Shares pursuant to the Placing. "Press Announcement" means the press announcement, pursuant to Rule 2.7 of the City Code in agreed form relating to the Acquisition, the Placing and Admission. "Previous Announcements " means the announcements released by the Company through a Regulatory Information Service and any other document issued to Shareholders, or otherwise to the public, by the Group in each case since the Accounts Date. "properties" means the properties occupied by each Group Company at the date of this Agreement and "property" shall be construed accordingly. "Proposals " means all or any of the Acquisition, the Placing and Admission, "Publication Date" means the date of publication of the Scheme Document. "Registrars" means Capita Registrars (Jersey) Limited of 12 Castle Street, St Helier, Jersey JE2 3R7. "Regulation D" means Regulation D promulgated under the Securities Act. "Regulation S" means Regulation S promulgated under the Securities Act. "Regulations" means the Companies (Uncertificated Securities) (Jersey) Order

8 "Regulatory Information Service" means a regulatory information service appearing on the list of approved regulatory information services maintained by the FCA. "Reporting Accountants " means Pricewaterhouse Coopers LLP of 1 Embankment Place, London WC2N 6RH. "Securities Act" means the United States Securities Act, "Scheme" means the scheme of arrangement under Part 26 of the Companies Act between Noble and its shareholders to implement the Acquisition, with or subject to any modification thereof or addition thereto or condition approved or imposed by the Court and agreed by the Company and Noble. "Scheme Effective Date" means the date on which the Scheme becomes effective in accordance with its terms. "Scheme Document" means the circular to be sent by Noble to its shareholders, of which the Scheme forms part. "Shareholder" means a holder of Ordinary Shares from time to time. "Specified Event" means any event, matter or circumstance which arises on or after the date of this Agreement and prior to Admission which would, if the Warranties had been repeated at such time by reference to the circumstances then existing, would have rendered any of the Warranties untrue, inaccurate or misleading. "subordinate legislation" means as defined in section 21(1) of the Interpretation Act "Subsidiaries" means the subsidiaries of the Company as at the date of this Agreement, as set out in the Annex to this Agreement (including Stanley Gibbons (US), Inc. and Stanley Gibbons E-Commerce Limited) and "Subsidiary" shall be construed accordingly. "Tax" or "Taxation" means all taxes, duties, levies, imposts, charges and withholdings of any nature whatsoever, whether created or imposed in Jersey, the United Kingdom or elsewhere and at whatever time created or imposed which are collected and administered by any Tax Authority, and includes: (a) within the United Kingdom, income tax, corporation tax, advance corporation tax, capital gains tax, development land tax, value added tax, customs` duties (including import duties, excise duties), capital duty, stamp duty, stamp duty reserve tax, capital transfer tax, inheritance tax, national insurance contributions, and any other forms of taxes, duties, levies, imposts, charges or withholdings similar to or supplementing or replaced by or replacing the foregoing or any of them and shall also include the cost of removing any charge imposed on assets by any Tax Authority; and (b) outside the United Kingdom, any liability to any taxes, levies, duties, imposts, charges and withholdings of any nature whatsoever, including (without limitation) taxes on gross or net income, taxes on profits or gains and taxes on receipts, sales, use, occupation, franchise, value added, and personal property, in all cases together with all incidental or supplemental penalties, charges, interest, fines and default surcharges and costs. "Takeover Offer" means a general offer to be made by or on behalf of the Company for the entire issued and to be issued share capital of Noble (not already held by or on behalf of the Company) and, where the context so requires, any revision, extension or variation thereof. "Takeover Panel" means the Panel on Takeovers and Mergers.

9 "Tax Authority" means any taxing or other authority (whether within or outside the United Kingdom) competent to impose, administer or collect any Tax. "Taxes Act" means the Income and Corporation Taxes Act "Third Parties Act" means the Contracts (Rights of Third Parties) Act "U5" or "United States" means as defined in Regulation S. "VAT" means United Kingdom value added tax. "Vendor" means as defined in the Asset Purchase Agreement. "Verification Notes" means the verification notes, questions and answers in agreed form prepared by the Company with the assistance of the Company's Solicitors to verify statements in the Press Announcement (in so far as they relate to the Group), the Scheme Document (in so far as they relate to the Group) and the Presentation, including all supporting evidence and documentation, to be dated the same date as this Agreement. "Warranties" means the warranties referred to in clause 10 and set out in schedule 3 and "Warranty" shall be construed accordingly. "Warranty Confirmation Letter " means the letter from the Company to the Broker in the form set out in schedule Interpretation In this Agreement: (a) words in the singular include the plural and vice versa and words in one gender include any other gender; (b) a reference to a statute or statutory provision includes: (i) any subordinate legislation made under it; (ii) any repealed statute or statutory provision which it re-enacts (with or without modification); and (iii) any statute, statutory provision or subordinate legislation which modifies, consolidates, re-enacts or supersedes it, except to the extent that such subordinate legislation, re-enactment, statute or statutory provision comes into force after the date of this Agreement and would impose any new or extended obligation, liability or restriction on, or otherwise adversely affect the rights of, any party; (c) a reference to: (i) any "party" means any party to this Agreement as set out at the head of page 1 (and "parties " means all of the parties to this Agreement) and includes its successors in title and permitted assigns; (ii) a "person " includes any individual, firm, corporation, body corporate, association or partnership, trust, unincorporated organisation, employee representative body, government or state or agency or department thereof, executors administrators or successors in title (whether or not having a separate legal personality); a

10 (iii) clauses and schedules are to clauses and schedules of this Agreement and references to sub-clauses and paragraphs are references to sub -clauses and paragraphs of the clause or schedule in which they appear; (iv) any provision of this Agreement is to that provision as amended in accordance with the terms of this Agreement; (v) any document being "in agreed form " means in a form which has been agreed by the parties on or before the date of this Agreement, or on their behalf by the Company's Solicitors, the Company's Jersey Solicitors and Broker's Solicitors (as appropriate); (d) the table of contents and headings are for convenience only and shall not affect the interpretation of this Agreement; (e) "writing " shall not, for the avoidance of doubt, include or any other communication in electronic form, other than facsimile where explicitly stated, and "written " shall be construed accordingly; (f) general words shall not be given a restrictive meaning: W if they are introduced by the word "other" or "including" or similar words by reason of the fact that they are preceded by words indicating a particular class of act, matter or thing; (ii) by reason of the fact that they are followed by particular examples intended to be embraced by those general words; (g) (without prejudice to sub-clause 10.5) where any statement its qualified to the awareness andlor knowledge and/or information andlor belief of any person or words to similar effect it shall be deemed to include a statement that it has been made after making such enquires as are reasonable in the context of the Placing and Admission; (h) references to time of day are to London times; (i) (J ) references to " uncertificated" or "in uncertificated form" in relation to a share or other security are references to a share or other security title to which is recorded on the relevant register of the share or other security as being held in uncertificated form, and title to which, by virtue of the Regulations, may be transferred by means of CREST. References to "certificated" or "in certificated farm" in relation to a share or other security are references to a share or other security title to which is not in uncertificated form; and references to "material" means (unless otherwise stated) material in the context of the Placing and Admission in the reasonable opinion of the Broker. 2. Conditions 2.1 Conditions The obligations of the Broker under this Agreement (save in respect of sub-clauses 3.1, 4.3 and 6.1) are conditional upon the following conditions: (a) the publication of the Press Announcement through a Regulatory Information Service at 7.00 a.m. (or as soon as reasonably practicable thereafter) on the date of this Agreement (or such later date as the Broker may agree); (b) the Scheme Document being published and made available to shareholders of Noble by no later than 2.00 p.m. on Day 28 (or such later date or time as may be agreed between the Company, Noble, the Broker and the Takeover Panel); 9

11 (c) the Scheme becoming effective in accordance with its terms; and (d) Admission taking place not later than 8.00 a.m. on the Business Day following the Scheme Effective Date (or such later date as the Broker and the Company may agree as the date for Admission). 2.2 Fulfilment of Conditions Until such time as any of any of the Conditions becomes incapable of being fulfilled (and is not varied or waived) or shall not have been satisfied in all respects in each case by the time and date specified in sub-clause 2.1 then each of the parties hereto shall comply with the obligations on its part contained in this Agreement for the purpose of implementing this Agreement. 2.3 Lapse or withdrawal of the Scheme Upon the Scheme being withdrawn or if any of the Conditions have not been fulfilled or waived on or before the time and date set for their fulfilment (or where no time or date is specified, by no later than 5.00 p.m. on the Lapse Date) or become incapable of being fulfilled, the obligations of the Broker under this Agreement shall immediately cease and determine. In that event, none of the parties shall have any claim against any other party whatsoever in respect of this Agreement provided that: (a) the Company shall no later than five Business Days from the date of termination of this Agreement pay to the Broker any costs and expenses in respect of which the Broker is entitled to be reimbursed pursuant to sub-clauses 9.2 and 9.3; (b) the provisions of clauses 1, 2, 9 (excluding sub-clause 9.1), 10, 11, 12 and 14 to 18 (inclusive) shall remain in full force and effect; (c) the Company and the Broker shall withdraw the Application and the Company shall make an announcement in a form reasonably required by the Broker; (d) the Broker shall, as soon as practicable, procure that any monies received from Placees pursuant to the Placing be repaid to them; and (e) such termination shall be without prejudice to any accrued rights or obligations of any party under this Agreement. 3. Appointment and authority 3.1 Appointment The Company irrevocably appoints the Broker to act as its agent for the purpose of undertaking the Placing and procuring Placees for the Placing Shares at the Placing Price and on the terms and subject to the conditions of this Agreement, the Placing Documents and the Placing Letters ( the "Appointment"). 3.2 Acceptance of appointment The Broker accepts the Appointment. 3.3 The Broker's authorities and powers The Company: (a) confers on the Broker all powers, authorities and discretions which are necessary to complete, or reasonably incidental to the carrying out of, the Placing or the Application (including the power to appoint sub-agents or to delegate the exercise of any of its powers, authorities and discretions to such persons as the Broker thinks ft but without 10

12 releasing the Broker from liability under this Agreement in respect of such performance); and (b) agrees to ratify and confirm everything which the Broker reasonably and lawfully has done or shall do in the exercise of its Appointment under this Agreement and in the exercise of the powers, authorities and discretions granted under this Agreement. 3.4 Responsibility as nominated adviser Without prejudice to any advice or assistance provided by the Broker to the Company, the Company acknowledges that the Broker's responsibility as nominated adviser, as set out in the AIM Rules for Nominated Advisers, is owed solely to the Exchange. 3.5 Provision of information The Company undertakes to the Broker that it will (so far as is within its powers), at any time before or after the Admission Date, provide to the Broker all information and assistance reasonably requested by the Broker or which may reasonably be required by the Broker to satisfy its obligations to the Exchange or to comply with any applicable law or regulation (including, without limitation, the AIM Rules for Companies) in relation to the Appointment, including (without limitation) to provide to the Exchange with any information or explanation as the Exchange may require for the purpose of verifying whether the AIM Rules for Companies or AIM Rules for Nominated Advisers are being or have been complied with by the Company and/or the Broker. 3.6 Identity of Placees The Broker shall consult and agree with the Company the identity of the proposed Placees and the allocation of the Placing Shares at the Placing Price. 4. Application for Admission 4.1 The Application The Company undertakes to the Broker that it will formally apply, though the Broker, to the Exchange for Admission. 42 Assistance by the Company The Company undertakes to execute or procure to be executed all such relevant documents (signed if required by an appropriate person), provide or procure to be provided all such relevant information and do or procure to be done all such relevant things which: (a) may reasonably be required of the Company by the Exchange for the purposes of, or in connection with, Admission and the Placing and, so far as lies within its control, to secure Admission by 8.00 a.m. on the Business Day following the Scheme Effective Date; and (b) the Broker may reasonably request to enable it to discharge its obligations under this Agreement and give effect to Admission or may reasonably be required of the Company to comply with the requirements of the Exchange. 4.3 Assistance by the Broker The Broker shall provide the Company with such assistance as it reasonably requires in connection with the Placing and Admission. 4.4 Authority to Registrars The Company shall provide the Registrars with all necessary authorisations and (to the extent 11

13 it is reasonably able) information to enable the Registrars to perform their duties as registrars in accordance with, and as contemplated by, this Agreement, the Placing Documents and the Placing Letter. Prior to Admission, the Broker confirms that it shall liaise with the Registrars on behalf of the Company and the Company confirms that it shall, upon request by the Broker, provide such information to the Registrars as shall reasonably be required. 4.5 Holdings of shares in uncertificated form The Company undertakes to procure that all such steps are taken, including the making of any applications required by the Regulations or the rules of CREST and providing all necessary authorisations and issuing all necessary instructions to the Registrars, to enable the Placing Shares to be held in uncertificated form as may be required by the Regulations or the rules of CREST and otherwise as the Broker shall reasonably direct. 5. Delivery of documents 5.1 Documents to be delivered on the date of this Agreement The Company shall by not later than 5.00 p.m. on the date of this Agreement (or such later time and/or date the Broker and the Company may agree) cause the documents specified in Part A of schedule 2 (in each case in agreed form) to be delivered to the Broker. 5.2 Documents to be delivered on the Publication Date The Company shall by not later than 5.00 p.m, on the Publication Date (or such later time and/or date the Broker and the Company may agree) cause the documents specified in Part B of schedule 2 (in each case in agreed form) to be delivered to the Broker. 5.3 Documents to be delivered prior to Admission The Company shall by not later than 5.00 p.m. on the Business Day prior to the Admission Date (or such later time and/or date as the Broker and the Company may agree) cause the documents specified in Part C of schedule 2 (in each case in agreed form) to be delivered to the Broker. 5.4 Recipients The documents required to be delivered to the Broker pursuant to this clause 5 shall be delivered at the offices of the Broker or those of the Broker's Solicitors (on behalf of the Broker), as the Broker may direct. 5.5 Authority to deliver documents to regulatory authorities The Broker is hereby authorised (subject to the prior consent and approval of the Company) to deliver such information or documents to the Exchange or any other regulatory body if and to the extent required by law or applicable regulation. 6. The Placing 6.1 Procuring of Placees Pursuant to, but without limiting the authority set out in sub-clause 3.3, the Broker agrees to use its reasonable endeavours as agent for the Company, to procure subscribers for the Placing Shares at the Placing Price upon the terms of this Agreement, the Placing Documents and the Placing Letter. 6.2 Placing List The Broker shall by no later than a.m. on the Business Day before the Admission Date: 12

14 (a) deliver to the Company a list of the names, addresses and entitlements to Placing Shares of the Placees procured by the Broker to subscribe for the Placing Shares, specifying which of such shares are to be held in certificated form or uncertificated form (the "Placing List"); (b) notify the Company of the number of Placing Shares to be subscribed for by the Broker (or its nominee) as principal in accordance with its underwriting obligation set out in sub-clause 6.3; and (c) notify the Company of the participant 1D and member account ID of the CREST stock account into which all Placing Shares to be held initially in uncertificated form are to be deposited. 6.3 Underwriting If and to the extent that the Broker is unable pursuant to the Placing to procure subscribers for all of the Placing Shares prior to the time specified in this clause, the Broker shall, subject to the satisfaction of the Conditions, itself subscribe for, as principal, the Placing Shares for which it has not procured Placees at the Placing Price and this Agreement shall constitute the Broker's application to subscribe for such shares. 6.4 Subscription monies The Broker shall hold all subscription monies received by it from Placees in a separate designated escrow account pending payment of the sums due under clause Allotment 7.1 Conditional allotment The Company irrevocably undertakes to procure that a meeting of the Board is held by no later than 5.00 p.m. on the Business Day before the Admission Date for the purposes of allotting the Placing Shares conditionally only upon Admission. 7.2 Rights attaching to the Placing Shares Upon Admission, the Placing Shares allotted pursuant to the Placing shall be issued subject to the memorandum and articles of association of the Company and (subject to payment in full of the Placing Price for each such share) shall be fully paid free from all Encumbrances and on terms that they rank parr passu in all respects with the existing Ordinary Shares then in issue. 8. Settlement and payment 81 Company's obligations The Company shall procure that: (a) the Registrars shall promptly register (without registration fee, conditional on Admission and at the Placing Price) as holders of the Placing Shares the persons so nominated on the Placing List, including the Broker in respect of any Placing Shares it is required to subscribe for pursuant to sub-clause 6.3; (b) definitive share certificates in respect of the Placing Shares which are to be issued to Placees in certificated form are sent to the persons entitled to them by not later than 7 Business Days following Admission; and (c) Placing Shares which are to be issued in uncertificated form to Placees are credited by way of a registrars free credit to the Broker's CREST account to enable the Broker to distribute such shares to Placees through the CREST system. 13

15 8.2 CREST delays In the event of any delays in the use of CREST in relation to the Placing, the Company and the Broker may agree that all of the Placing Shares should be held in certificated form and the provisions of this Agreement will thereby be deemed to be modified accordingly. 8.3 Payment of Placing proceeds As soon as reasonably practicable on the Admission Date, the Broker shall pay the Company (or as it shall direct in writing), to such account as it may direct in writing, an amount equal to the aggregate number of the Placing Shares multiplied by the Placing Price less all sums payable by the Company pursuant to sub-clauses 9.1 to 9.3 which the Broker elects to deduct pursuant to sub-clause Instruction to credit bank accounts The Company irrevocably instructs the Broker either itself or through its agents to make payments to the Company (or as it shall direct in writing) due pursuant to sub-clause 8.3 by electronic funds transfer and such payments shall be deemed effective forthwith upon irrevocable instructions being issued by the Broker or any such agent to any bank or person obliged to comply with those instructions to transfer the relevant amounts by electronic funds transfer to the relevant bank accounts and shall accordingly constitute a complete discharge of the Broker's obligations to the Company. 9. Fees, commissions and expenses 9.1 Fees and commissions Subject to the Agreement not having been terminated, in consideration of the Broker's obligations under this Agreement and the Broker's services in connection with the Placing and the Application, the Broker shall: (a) be paid a cash commission equal to per cent. of the aggregate value of the Placing Shares at the Placing Price; and (b) a corporate finance fee of 200,000, together in each case with any applicable VAT thereon. 92 Expenses 9.3 VAT The Company shall be liable for and pay all reasonable expenses of the Broker, all fees and expenses properly payable in connection with Admission, the Application and the Placing, the expenses of the Registrars, printing and advertising expenses, postage and all reasonable legal, accountancy, actuarial and other professional fees and expenses including the fees, disbursements and expenses of the Broker 's legal advisers (not exceeding 40,000 plus VAT), all hotel accommodation and travel expenses and all other reasonable costs, charges and expenses of, or incidental to, the Application and the Placing, together with any applicable VAT thereon. All sums payable under this Agreement by the Company to the Broker are deemed to be exclusive of VAT. Where pursuant to the terms of this Agreement the Broker makes a supply to the Company, the Company shall pay to the Broker a sum equal to the amount of any VAT chargeable by the Broker on that supply at the same time as payment for the supply. Where the Company is required by the terms of this Agreement to reimburse the Broker for any costs and expenses constituting supplies made to the Broker, the Company shall pay to the Broker, in addition to those costs and expenses, an amount equal to any input VAT incurred by the Broker in respect of those supplies at the same time such reimbursement is made except to 14

16 the extent that the Broker receives repayment or credit in respect of that input VAT. Where the Company is required by the terms of this Agreement to reimburse the Broker for any costs and expenses incurred by the Broker as agent of the Company, the Company shall pay to the Broker, in addition to those costs and expenses, an amount equal to any VAT incurred by the Broker on those costs and expenses at the same time as such reimbursement is made. 9.4 Right of deduction The Broker may (but is not under any obligation to do so) deduct from the gross proceeds of the Placing the fees, costs, expenses and any VAT payable by the Company pursuant to subclauses 9.1 to 9.3 (inclusive) and the deductions of any such fees, costs and expenses shall be an absolute discharge of the Company's obligations to pay them. If such deduction is made, the Broker shall provide a statement itemising the amounts so deducted. In the event that all or some of the amounts payable in respect of costs and expenses are not deducted by the Broker from the gross proceeds of the Placing, the Company shall pay all such fees, costs and expenses on request. 10. Warranties 10.1 The Company The Company warrants to the Broker in the terms of schedule 3 as at the date of this Agreement, the Publication Rate and at Admission (with reference to the facts, matters and circumstances then subsisting) Avoidance of Specified Event The Company undertakes not to cause, and to use reasonable endeavours not to permit, any event to occur or to allow any omission which would comprise a Specified Event prior to Admission Independence Each Warranty is to be construed independently and (except where this Agreement provides otherwise) is not limited by a provision of this Agreement or another Warranty Survival The Warranties shall remain in full force and effect notwithstanding Admission and all other matters and arrangements referred to or contemplated by this Agreement Knowledge For the purposes of the Warranties (and notwithstanding sub-clause 1.2(g)), the Company shall be deemed to have knowledge of all matters known to the Directors or which would have been discovered by them if they had made such enquiries as could reasonably be expected to be made in the context of the Placing and Admission Disclosure to the Broker The Company undertakes to notify the Broker without delay on becoming aware at any time prior to Admission, (a) that any of the Warranties was (or was likely to have been) untrue, inaccurate or misleading when given, has ceased (or is likely to have ceased) to be true and accurate or has become (or is likely to become) misleading; (b) of any matter which is likely to give rise to a claim under the Indemnity; and (c) of any circumstance which would or is likely to result in the occurrence of a Specified 15

17 Event; and shall provide the Broker with such information as it shall reasonably require in this regard Warranty Confirmation Letter The Company shall procure that the Warranty Confirmation Letter is delivered to the Broker in accordance with sub-clause Consequence of disclosure If, at any time prior to Admission, the Broker becomes aware that any of the Warranties was, is or has become untrue, inaccurate or misleading, the Broker may require the Company at its own expense to make such announcements and/or despatch such communications as it reasonably considers necessary or desirable in connection with the untruth, inaccuracy or misleading nature of the Warranty concerned. 11. Exclusion of liability 11.1 No claims against indemnified Persons Without prejudice to sub-clause 11.2, the Company agrees with the Broker (for itself and as trustee for each Indemnified Person) that no claim shall be made against any Indemnified Person to recover any loss, damage, liability, costs, charges or expenses which any Group Company or any of the Directors or any other person may suffer or incur by reason of or arising, directly or indirectly, from the performance by any Indemnified Person of its obligations or services under this Agreement or in connection with the Proposals or the publication and despatch of any of the Placing Documents, the Scheme Document or of the terms upon which Placees may be procured by the Broker, or the timing of any subscription for the Placing Shares, unless and to the extent that such loss, damage, liability, costs, charges or expenses arise as a result of: (a) the finally determined fraud, negligence or wilful default of such Indemnified Person; (b) a breach of the Broker's obligations under this Agreement; or (c) any contravention by such Indemnified Person of its duties or obligations under the regulatory system (as defined in the FCA Handbook) or the provisions of the FSMA No claims against directors, officers and employees The Company agrees with the Broker (for itself and as trustee for each Indemnified Person) that, without prejudice to any claim the Company may have against the Broker or an Indemnified Person, no proceedings may be taken against any director, officer or employee of the Broker or of an Indemnified Person in respect of a claim the Company may have against the Broker or an Indemnified Person. This clause may be relied upon and enforced by each such director, officer or employee of the Broker or an Indemnified Person Limitations on liability The Company agrees with the Broker (for itself and as trustee for each Indemnified Person) that any liability that any Indemnified Person may have to the Company for any damage or loss suffered by the Company arising out of or in connection with this Agreement shall be limited so as not to extend to or include any liability for damage or loss suffered by the Company which any Indemnified Person would not be subject to but for an agreement which the Company has made or may make with any other party which limits the liability of that other party arising out of or in connection with the Placing or Admission ( a "Relevant Limitation"). To the extent that any such agreement made by the Company with any other party has the effect of reducing or extinguishing any Indemnified Person's ability to recover under rights of contribution or subrogation against that party in respect of a claim brought by the Company against any 16

18 Indemnified Person, that Indemnified Person's liability to the Company shall be correspondingly reduced or extinguished as it would have been in the absence of the Relevant Limitation. The Company undertakes to notify the Broker immediately in writing of the existence and terms of any Relevant Limitation Verification The Company agrees with and acknowledges to the Broker (for itself and as trustee for each Indemnified Person) that no Indemnified Person nor any of their respective officers, directors, employees, agents or advisers are or shall be responsible to any other party for verifying the accuracy and/or fairness of any information in any of the Placing Documents Company acknowledgement - securities laws For the avoidance of doubt and save in respect of the Broker's obligations as nominated adviser under the AIM Rules for Nominated Advisers and AIM Rules for Companies, no Indemnified Person shall be responsible for advising the Company in respect of any applicable laws or regulations in any jurisdiction in relation to the Proposals or other matters contemplated in connection with the Proposals and the Company acknowledges that no Indemnified Person shall incur any liability to the Company in respect of any breach of such applicable laws or regulations where such Indemnified Person has acted in good faith and strictly accordance with, any advice the Company has received and communicated to it Broker undertaking - securities laws The Broker undertakes to the Company that, in carrying out its obligations under this Agreement it will not, directly or indirectly, offer for subscription or sale or solicit any applications for any of the Placing Shares, nor will they distribute or publish any documents in relation to the Placing in any country or jurisdiction except those in which such offer, solicitation, distribution or publication is in compliance with any applicable laws and it will use all reasonable endeavours not to undertake any action which would impose upon the Company any obligations to satisfy any public filing or registration requirements of any relevant country or jurisdiction or to publish any information of any kind whatsoever in connection with the Placing, including but not limited to a prospectus (as defined in the Companies Law), save as expressly authorised by this Agreement. 12. Indemnity 12.1 Indemnity The Company agrees with the Broker (for itself and as trustee for each Indemnified Person) to indemnify and keep indemnified to the fullest extent permitted by law each Indemnified Person against all claims, actions, demands, liabilities, judgments and proceedings in any jurisdiction which may be made, brought or established against any such person (together "Claims") and against all loss, damage, liability, costs, charges and expenses in any jurisdiction which any such person may suffer or incur in relation to any Claim (including those suffered or incurred in disputing any Claim or in establishing the right to be indemnified under this clause 12.1 and/or in seeking advice as to any Claim and including all legal and other expenses reasonably and properly incurred) (together "Losses") and which in each such case, directly or indirectly, result from or are attributable to or would not have arisen but for the placing of the Placing Shares, Admission, the Acquisition, or the transactions contemplated by this Agreement including, but not limited to: (a) the preparation, approval and/or despatch or publication of the Placing Documents or the Scheme Document; (b) the allotment and issue of the Placing Shares; (c) any breach, or alleged breach, by the Company of any of the Warranties or any of its other obligations under this Agreement or the happening of a Specified Event; 17

19 (d) the Placing Documents and/or the Scheme Document not containing, or being alleged not to contain, all information required to be contained in them or any statement in them being, or being alleged to be, untrue, inaccurate or misleading or as having been made negligently or otherwise without the required standard of skill and care; (e) any breach, or alleged breach, of the laws or regulations of any part of the United Kingdom or elsewhere resulting from the issue or distribution of the Placing Documents and/or the Scheme Document or the entering into or completion of this Agreement or otherwise as a result of the Placing and/or the Acquisition; (f) (g) the approval or issue by the Broker of the Press Announcement or of any other financial promotion (for the purposes of section 21(1) of the FSMA) relating to the Placing; the performance by any Indemnified Person of its obligations or services in connection with the Acquisition, the Placing, Admission or the Application; or (h) any failure, or alleged failure, by any Group Company or any of its agents, employees, officers or professional advisers (other than Indemnified Persons) to comply with the Companies Law, the FSMA, the Financial Services Act 2012, the AIM Rules for Companies, the rules and regulations of the Exchange, the City Code, the Regulations or the rules or requirements of Euroclear in relation to CREST or any other requirements of statute or statutory regulations in relation to the Placing, Admission or the Application Exclusions The Indemnity shall not; (a) extend to any Claims or Losses that arise from: (i) the finally determined fraud, negligence or wilful default of any Indemnified Person; (ii) a finally determined breach of the Broker's obligations under this Agreement; (iii) any contravention by any Indemnified Person of its duties or obligations under the regulatory system (as defined in the FCA Handbook) or the provisions of the FSMA; (b) apply to the extent prohibited by COB Rule ; and (c) apply to the extent prohibited by law Costs and expenses The Indemnity shall extend to all costs, charges and expenses (including, without limitation, all legal fees and expenses) (together with any applicable VAT or equivalent tax thereon) which any Indemnified Person may reasonably incur or bear in disputing any claim made against it or in establishing any claim on its part under the provisions of this clause 12 or in seeking advice as to any claim in respect of which it is entitled to be indemnified pursuant to this clause Conduct of claims As soon as reasonably practicable after it becomes aware of any Claim made or threatened which may fall within the scope of the Indemnity, the Broker shall notify the Company of the relevant Claim (provided that failure to so notify by the Indemnified Persons shall not relieve the Company of its obligation to indemnify the Broker under this clause) and the Indemnified Person shall thereafter (to the extent lawful) (i) on request keep the Company informed of the progress of the Claim (ii) provide the Company with copies of such documentation relating to 18

20 the Claim as the Company may reasonably request and (iii) give the Company such opportunities as the Company may reasonably request to make representations regarding the conduct of the Claim, in each case subject to the Indemnified Person being indemnified in a manner satisfactory to it against any and all reasonable costs, charges and expenses incurred by it in complying with any such request, and provided that nothing in this sub-clause 12.4 shall require any Indemnified Person to: (a) provide a copy of any document or provide any information which it is legally advised is privileged in the context of any litigation connected with the Claim or subject to a duty of confidentiality; (b) do, or refrain from doing, anything which would, or which such Indemnified Person in good faith considers is likely to, prejudice any insurance cover to which any of Indemnified Person may from time to time be entitled to or from which it or any of them may benefit; (c) do, or refrain from doing, anything the doing of or failure to do, the Broker in good faith considers would damage its reputation or the goodwill attaching to its business or that of any Indemnified Person or which would conflict with the Broker's duties under any law or regulatory requirement; or (d) settle, compromise, dispute or defend any Claim No settlement without the Brokers consent The Company agrees that it will not, without the prior written consent of the Broker (which is not to be unreasonably withheld or delayed) settle, compromise or otherwise admit liability in respect of or consent to the entry of any judgment with respect to any pending or threatened Claim in respect of which indemnification may be sought under this clause 12 unless the terms of such settlement, compromise or consent: (a) include an unconditional release of all Indemnified Persons from all liability arising out of such Claim; and (b) do not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person Survival The Indemnity shall remain in full force and effect notwithstanding Admission and all other matters and arrangements referred to or contemplated by this Agreement. 13. Undertakings The provisions of schedule 4 shall have effect as undertakings on the part of the Company to the Broker. 14. Withholding and grossing up 14.1 No withholding All sums payable to any Indemnified Person (for the purposes of this clause 14 only, each a "payee") pursuant to this Agreement shall be paid gross, free of any right of counterclaim or set off and without deduction or withholding of any kind, unless the deduction or withholding is required by law, in which event the relevant person (the "payer") shall pay such additional amount as shall be required to ensure that the net amount received by the payee will equal the full amount which would have been received by it had no such deduction been made. 19

21 14.2 Grossing up If HMRC or any other Tax Authority brings into charge to Tax (or into any computation of income, profits or gains for the purposes of any charge to Tax) any sum payable to a payee under this Agreement or any sum withheld in accordance with this Agreement from any payment made to a payee (other than, in either case, the fees or commissions due under clause 9 and other than interest), the person liable under this Agreement to make such payment or suffer such withholding shall pay such additional amount as shall be required to ensure that the total amount received by the payee, less the Tax chargeable thereon (or that would be so chargeable but for the availability of relief in respect of that charge Tax), is equal to the amount that would otherwise be so received (additional payments being made on demand of the Indemnified Person) Reimbursement If and to the extent that a payee receives an additional amount under clause 14.1 and the payee receives and retains the benefit of a refund of Tax or credit against Tax on its overall net income which is identified by the payee as attributable to the Tax that was withheld or deducted, then the payee shall reimburse to the payer such amount as the payee shall reasonably determine so as to leave that payee, after reimbursement, in no better or worse position than it would have been in if payment of the relevant additional amount had not been required. Each payee shall use absolute discretion as to whether to claim any refund of Tax or credit against Tax and, if it does so claim, the extent, order and manner in which it does so and which reliefs and credits are to be regarded as used for these purposes. 15. General 15.1 Entire agreement and conflicts (a) This Agreement sets out the entire agreement and understanding between the parties in respect of the subject matter of this Agreement and supersedes all prior agreements, understandings or arrangements (whether oral or written), except the Engagement Letter, which shall continue in full force and effect. (b) To the extent that the provisions of this Agreement conflict with the provisions of the Engagement Letter, this Agreement shall prevail. (c) The parties acknowledge that they have entered into this Agreement in reliance only upon the warranties and terms specifically contained or expressly referred to in this Agreement and, save as expressly set out in this Agreement, no party shall have any liability in respect of any other representation, warranty or promise made prior to the date of this Agreement, unless it was made fraudulently Assignment (a) This Agreement shall be binding upon and enure for the benefit of the successors in title of the parties but, except as set out in sub-clause 15.2(b), shall not be assignable by any party without the prior written consent of the other. (b) The Broker may assign the benefit of this Agreement to any subsidiary undertaking or parent undertaking of the Broker provided that upon any subsidiary undertaking or parent undertaking ceasing to be the same such subsidiary undertaking or parent undertaking shall assign the benefit of this Agreement to the Broker or a subsidiary undertaking or parent undertaking of the Broker Variation No purported variation of this Agreement shall be effective unless it is in writing and signed by or on behalf of each of the parties. 20

22 15.4 Effect of Admission Except to the extent already performed, all the provisions of this Agreement shall, so far as they are capable of being performed or observed, continue in full force and effect notwithstanding Admission Invalidity To the extent that any provision of this Agreement is found by any court or competent authority to be invalid, unlawful or unenforceable in any jurisdiction, that provision shall be deemed not to be a part of this Agreement, it shall not affect the enforceability of the remainder of this Agreement nor shall it affect the validity, lawfulness or enforceability of that provision in any other jurisdiction Releases and waivers (a) Any party may, in whole or in part, release, compound, compromise, waive or postpone, in its absolute discretion, any liability owed to it or right granted to it in this Agreement by any other party or parties without in any way prejudicing or affecting its rights in respect of that or any other liability or right not so released, compounded, compromised, waived or postponed. (b) No single or partial exercise, or failure or delay in exercising any right, power or remedy by any party shall constitute a waiver by that party of, or impair or preclude any further exercise of, that or any right, power or remedy arising under this Agreement or otherwise Further assurance Each party shall execute such documents and take such steps as the other party may reasonably require to fulfil the provisions of and to give to each party the full benefit of this Agreement Counterparts (a) This Agreement may be executed in any number of counterparts and by the parties on separate counterparts, which may include faxed copies or copies sent by but shall not be effective until each party has executed at least one counterpart. (b) Each counterpart, when executed, shall be an original of this Agreement and all counterparts shall together constitute one instrument Time of the essence Except as otherwise expressly provided, time is of the essence as regards every obligation of any party under this Agreement Confidentiality (a) Except as referred to in sub-clause 15.10(b), each party shall treat as strictly confidential all information received or obtained as a result of entering into or performing this Agreement which relates to the provisions or subject matter of this Agreement, to any other party or the negotiations relating to this Agreement. (b) Any party may disclose information which would otherwise be confidential if and to the extent: (i) it is required to do so by law or any securities exchange or regulatory or governmental body to which it is subject wherever situated; 21

23 16. Third Parties Act 16.1 Rights (ii) it considers it necessary to disclose the information to its professional advisers, auditors and bankers provided that it does so on a confidential basis; (iii) the information has come into the public domain through no fault of that party; or (iv) each party to whom it relates has given its consent in writing. The rights comprising the benefit of all provisions in this Agreement intended to apply to, and be for the benefit of, any Indemnified Person (other than the Broker) (the "Third Party Rights") are conferred on those persons and are enforceable in accordance with the Third Parties Act, subject always to this clause 16. In the event of any conflict between the Third Parties Act (including, for the avoidance of doubt, any judicial interpretation of that Act) and the remainder of this clause 16, this clause shall prevail Exercise of Third Party Rights (a) The Broker may exercise the Third Party Rights in all respects on behalf of any Indemnified Person at the Broker 's sole discretion as if the Broker were such Indemnified Person. (b) All Third Party Rights (including, without limitation, enforcement rights) are exercisable against the Company only indirectly, through the Broker in accordance with this clause 16 and are not exercisable by any other Indemnified Person directly against the Company other than with the Broker's prior written consent and then only to the extent permitted by such consent. Any such consent may be withheld at the Broker's absolute discretion and may be given subject to such restrictions as the Broker may impose in its absolute discretion on the Indemnified Person. The terms of any such consent may be varied or waived by the Broker at its absolute discretion. (c) The Broker may enter into an agreement, arrangement or transaction with a person (including, without limitation, the Company) and may deal with its rights under this Agreement without regard to any other Indemnified Person's interests and it is not liable to account to any Indemnified Person for any benefit realised by that agreement, arrangement, transaction or dealing. 163 Extent of liability The Broker does not owe any duty to any other Indemnified Person or to any other person that is not a party to this Agreement (including, without limitation, any Placee), nor shall the Broker be liable to any other Indemnified Person, Placee or to any other such person for any act or omission of any kind or for any exercise of the Broker's discretion in anyway, in respect of any Third Party Rights or in respect of any other matter concerning or relating to this Agreement Enforcement No term of this Agreement is enforceable by any person who is not a party to it other than as referred to in clauses 11 and 12 or in this clause Consents This Agreement may be terminated, rescinded or varied in any respect by agreement between the parties without the need for any consent from any third party (including, without limitation, any other Indemnified Person). 22

24 17. Notices 17.1 Form of notice Any notice to a party under this Agreement shall be in writing signed by or on behalf of the party giving it and shall, unless delivered to a party personally, be left at, or sent by prepaid first class post, prepaid recorded delivery, or fax to the address of the party as set out in this clause 17 or as otherwise notified in writing from time to time. For this purpose, any party not ordinarily resident in the united Kingdom shall maintain an address for service within the United Kingdom Deemed service Except as referred to in sub-clause 17.3, a notice shall be deemed to have been served: (a) at the time of delivery if delivered personally; (b) 48 hours after posting; and (c) 2 hours after transmission if served by fax on a Business Day prior to 3.00 p,m, or in any other case at a.m. on the Business Day after the date of despatch Exceptions The deemed service provisions set out in sub-clause 17.2 shall not apply to: (a) a notice served by post, if there is a national or local suspension, curtailment or disruption of postal services which affects the collection of the notice or is such that the notice cannot reasonably be expected to be delivered within 48 hours after posting; and (b) a notice served by fax, if, before the time at which the notice would otherwise be deemed to have been served, the receiving party informs the sending party that the notice has been received in a form which is unclear in any material respect, and, if it informs the sending party by telephone, it also despatches a confirmatory fax within 2 hours Proof of service In proving service it shall be sufficient to prove: (a) in the case of personal service, that it was handed to the party or delivered to or left in an appropriate place for receipt of letters at its address; (b) in the case of a letter sent by post, that the letter was properly addressed, stamped and posted; (c) in the case of fax, that it was properly addressed and despatched to the number of the party; and (d) in the case of , at a.m. on the Business Day after the date of despatch No prevention A party shall not knowingly attempt to prevent or delay the service on it of a notice connected with this Agreement Addresses for service All notices, demands or other communications given under this Agreement shall be given to 23

25 the following addresses and numbers: (a) If to the Company: The Stanley Gibbons Group plc 2nd Floor Minden House Minden Place St. Helier Jersey JE2 4WQ Fax number : +44 (0) For the attention of: John Byfield ibvtield c stanlev bbons.com (b) if to the Broker: Peel Hunt LLP Moor House 120 London Wall London EC2Y 5ET Fax number: +44 (0) For the attention of. Ran Webster (copied to all of the following recipients): dan.webster'n 2elhunt.corn; richard. brown )?eglhunt.cam; 18. Governing law and jurisdiction 18.9 Governing law This Agreement and any dispute, claim or obligation (whether contractual or non-contractual) arising out of or in connection with it, its subject matter or formation shall be governed by English law Jurisdiction The parties irrevocably agree that the English courts shall have exclusive jurisdiction to settle any dispute or claim (whether contractual or non-contractual) arising out of or in connection with this Agreement, its subject matter or formation. This Agreement has been signed on the date appearing at the head of page 1. 24

26 Schedule 1 (Warranty Confirmation Letter) [To be retyped onto the headed notepaper of the Company] Peel Hunt LLP Moor House 120 Moor House London EC2Y5ET (For the attention of Dan Webster) r 2013 Dear Sirs, The Stanley Gibbons Group plc (the "Company") - Placing We refer to the Placing Agreement dated a 2013 (the "Placing Agreement ") and made between (1) the Company and (2) Peel Hunt LLP. Words and expressions defined in the Placing Agreement have the same meanings in this letter. We confirm that (subject to the giving of this letter): (a) the Company has complied with its undertakings and obligations under the Placing Agreement which are to be performed prior to Admission; and (b) save as notified to you pursuant to clause 10.7 of the Placing Agreement, none of the Warranties contained in the Placing Agreement has been breached or was untrue, inaccurate or misleading when given and, so far as we are aware, none of such Warranties would be breached or untrue, inaccurate or misleading when repeated by reference to the facts and circumstances subsisting on the date of this letter. This letter, which has been delivered to you prior to the date of Admission, is to be released to you immediately prior to Admission. Yours faithfully Director for and on behalf of The Stanley Gibbons Group plc 25

27 Schedule 2 (Documents to be delivered) The documents set in this schedule 2 have been prepared in connection with the Placing and Admission and specimens of each have been agreed by or on behalf of each of the Broker and the Company. References in this Agreement to these documents are to such prints or drafts with such amendments to them as may be agreed by or on behalf of the Company and the Broker. Part A (Documents to be delivered on the date of this Agreement) Public documents and submissions to the Exchange 1 Press Announcement Copy initialled by a Director 2 Application Signed original Placing documents 3 Presentation Copy initialled by a Director 4 Placing Letter Agreed form copy Board documents 5 Board minutes approving the Presentation Certified copy 6 Board minutes approving, inter atia, the execution of this Certified copy Agreement, the Press Announcement and the Acquisition 7 Responsibility letters signed by each Director Certified copies 8 Powers of attorney signed by each Director Certified copies 9 Verification Notes Signed copy Documents from the Company's Jersey Solicitors 10 A legal opinion addressed to the Broker in agreed form Original Documents from the Company 's Solicitors 11 Legal Due Diligence Report Copy Documents from the Reporting Accountants 12 Financial Due Diligence Report Copy 26

28 Part B (Documents to be delivered on the Publication Date) 1 Scheme Document (and all documents stated as being Copies initialled by a Director available for inspection) 2, Forms of proxy for use at the Schema meetings Copies initialled by a Director Part C (Documents to be delivered prior to Admission) 1 Board minutes approving, inter alia, completion of the Copy Acquisition and the conditional allotment of the Placing Shares 2 Warranty Confirmation letter (to be held in escrow and Signed original released prior to Admission) 27

29 Schedule 3 (Warranties) 1 The Placing Documents and the Scheme Document 1.1 Accuracy of information All statements of fact in the Placing Documents and, when published, the Scheme Document (in so far as the Directors are responsible for them in accordance with the City Code) are: (a) in relation to Stanley Gibbons, true and accurate in all material respects and are not misleading in any material respect; and (b) in relation to Noble, so far as the Company is aware, true and accurate in all material respects and are not misleading in any material respect. 12 Expressions of opinion and intention All expressions of opinion, intention or expectation contained in the Placing Documents and, when published, the Scheme Document (in so far as the Directors are responsible for them in accordance with the City Code) are honestly given, expressed or held and have been made on reasonable grounds after due and careful consideration having regard to all the information currently available to the Group and the Directors and were not given recklessly, casually or without due regard for their accuracy. 1.3 Omissions There are no facts or considerations known or which could on proper enquiry have been known to the Company which are not disclosed in the Placing Documents and/or, when published, the Scheme Document (in so far as the Directors are responsible for them in accordance with the City Code) and which by their omission would or might reasonably be considered to: (a) make any statement in them (whether of fact, opinion, intention or expectation) untrue, inaccurate or misleading in any material respect; or (b) affect the import of the information contained in them. 1.4 Compliance The Placing Documents and, when published, the Scheme Document contain all information required by, and the allotment of the Placing Shares and the publication of the Placing Documents and the Scheme Document in the manner proposed shall comply with, the FSMA, the Financial Services Act 2012, the Companies Law, the Companies Act, the AIM Rules for Companies, the rules and regulations of the Exchange, the Regulations or the rules or requirements of Euroclear in relation to CREST and all other applicable laws, rules and regulations of Jersey and the United Kingdom. 1.5 The Presentation The information contained in the Presentation is not inconsistent with the Press Announcement or, when published, the Scheme Document, as at the respective dates thereof. There is no material information contained in the Presentation which has not been Disclosed, or otherwise made publically available. 1.6 Distribution of the Placing Documents There has been no distribution of any offering material in connection with the offering of the 28

30 Placing Shares other than the Placing Documents and the Placing Letters, unless such as otherwise been agreed with the Broker. 1.7 Previous Announcements The Previous Announcements were true and accurate in all material respects and not misleading in any material respect when made and all (if any) statements, forecasts, estimates and expression of opinion, belief, intention and expectation contained in the Previous Announcements which are material in the context of the Placing and Admission were fairly and honestly given, expressed or held and were made on reasonable grounds after due and proper consideration and were reasonably based on facts then known to the Company and none of such statements were or are rendered materially inaccurate or misleading in the context of the Placing and/or Admission by the omission of any fact or matter. Since the Previous Announcements were published, no corrective statement has been required to be made in accordance with the AIM Rules for Companies, the FSMA or the Financial Services Act The Previous Announcements complied with all relevant requirements of the FSMA, the Financial Services Act 2012, the AIM Rules for Companies, the memorandum and articles of association of the Company and all other relevant statutes and regulations as were in force at the time of publication of the relevant Previous Announcement. 1.8 Information So far as the Company is aware, since the Accounts Date, there is no information other than that contained in the Previous Announcements which the Company is required by the AIM Rules for Companies, the FSMA or the Financial Services Act 2012to publish, whether to correct a misleading impression as to the market in or the price or value of the Ordinary Shares or to avoid behaviour which could constitute market abuse (within the meaning of the FSMA) or which is otherwise relevant to the Exchange in considering the Application. 1,9 Required announcements The Company is not aware of any circumstances now subsisting or proposed which are not Disclosed and which are likely to lead to any obligation for the Company to make any announcement pursuant to the FSMA, the AIM Rules for Companies or the City Code. 2 Statements to the Exchange 2.1 Disclosure of information All statements of fact made and factual information provided by or on behalf of the Company in writing to the Exchange and/or the Broker in connection and for the purposes of the Placing and Admission was when made or provided (or, when made, will be) true and accurate in all material respects and were not (or, when made, will not be) misleading in any material respect and all expressions of opinion, intention or expectation made by the Company to the Exchange in connection with the Placing and Admission was when made or provided (or, when made, will be) truly and honestly held and fairly made on reasonable grounds and/or assumptions after due and careful consideration and enquiry and there are no facts which have not been disclosed to the Exchange and/or the Broker which, by their omission, make any such statements misleading or which are material for disclosure to any of them in the context of the Placing and Admission. 2.2 Suitability All of the documents required by the FSMA and the AIM Rules for Companies in connection with the Application have been or will be supplied to the Exchange and all other relevant requirements of the FSMA and the AIM Rules for Companies have been complied with. So far as the Company is aware, there are no matters other than those Disclosed, or disclosed 29

31 otherwise in writing to the Exchange, which should be taken into account by the Exchange in considering the suitability for the admission of the Placing Shares to trading on AIM. 2.3 Verification The factual information contained in the replies to the Verification Notes is true and accurate in all material respects and not misleading in any material respect nor has any information been omitted from it the absence of which would make the replies to the Verification Notes misleading in any material respect and all expressions of opinion, intention, belief and expectation contained in them were honestly given and were made on reasonable grounds after due and careful consideration and such replies have been prepared or approved by persons having appropriate knowledge and responsibilities to enable them properly to provide such replies and all such replies have been given in good faith. 3 Financial information 3.1 The Accounts The Accounts: (c) have been prepared in accordance with IFRS (as adopted in the European Union) and comply with the requirements of the Companies Law and all applicable laws and regulations; and (d) give a true and fair view of the state of affairs and financial condition of the Group, as was known at the Accounts Date, and of the profit and loss and cash flows of the Group for the year ended on the Accounts Date, as was known at the Accounts Date. 3.2 The Interim Accounts The Interim Accounts: (a) have been prepared on a basis which is consistent with the preparation of the Accounts; and (b) give a true and fair view of the state of affairs of the Group as was known at 30 June 2013 and of the profit and loss and cashflow of the Group as was known at for the six months ended 30 June Events since the Accounts Date Since the Accounts Date, save as Disclosed: (a) each Group Company has carried on its business in the ordinary and usual course; (b) neither the Company nor any Director has entered into any memorandum of understanding, heads of terms or similar arrangements in respect of the issue or transfer of any Ordinary Shares or an offer of the same; (c) there has been no Material Adverse Change, nor so far as the Company is aware, has there been any development which the Directors consider is likely to give rise to a Material Adverse Change; (d) there has been no material depletion in the net assets of the Group, nor so far as the Company is aware any development likely to give rise to such a material depletion; (e) no Group Company has entered into any contract or commitment: (i) which is outside the ordinary course of its business; 30

32 (ii) which is of a long term, onerous or unusual nature; or (iii) which involves or could magnitude, involve an obligation of a material nature or in each case which is material in the context of the Group; (f) (g) no Group Company has acquired or disposed of or agreed to acquire or dispose of any business, company or asset or assumed or acquired any liability, in either case which is material in the context of the Group; no dividend or other distribution has been, or is treated as having been, declared, paid or made by any Group Company; (h) so far as the Company is aware, no Group Company has been involved in any transaction which has resulted, or could result, in any liability for Taxation otherwise than in the ordinary course of business and trading; and (i) the business of the Group has not been adversely affected by the loss of any important customer or supplier or any similar abnormal factor (s) not affecting similar businesses to a similar extent and there are no facts or circumstances known to the Company which are likely to give rise to any such effect, whether before or after Admission. 3.4 Off balance sheet financing No Group Company has any financing, investment or liability of an off balance sheet nature. 4 Working capital statement In the opinion of the Company, having made reasonable enquiry in the context of the Placing and Admission, taking into account the net proceeds of the Placing, the Enlarged Group has sufficient working capital for its present requirements, that is for at least 12 months from the date of Admission. 5 Internal accounting controls 5.1 Financial reporting procedures The Directors have established procedures which provide a reasonable basis for them to make proper judgements as to the financial position and prospects of the Group. 5.2 Internal systems Each Group Company maintains a system of internal accounting controls sufficient to provide reasonable assurances that: (a) transactions are executed in accordance with management's general or specific authorisation; (b) transactions are recorded as necessary to permit preparation of financial statements by the relevant Group Company on a consolidated basis in conformity with IFRS and the Companies Law and the rules and regulations thereunder and to maintain accountability for assets; (c) access to assets is permitted only in accordance with management's general or specific authorisation; and (d) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. 31

33 6 Reports 6.1 The Noble Reports So far as the Company is aware, all statements of fact in the Noble Reports were, when written, and remain true and accurate in all material respects and not misleading in any material respect, and no material fact or matter has been omitted from such reports which would make any statement of fact in such reports misleading in any material respect and any expressions of opinion, expectation and intention (if any) attributed to the Company in such reports are honestly held by the Company and are either fairly based on facts which are within the Company's knowledge or made on reasonable grounds. 6.2 Information All information requested from the Company and the Directors by the Broker (or any persons acting on its behalf) for the purposes of the Proposals has been supplied to them and was given in good faith, such information was when supplied and is now true and accurate in all material respects and no information has been withheld, the absence of which would render misleading in any material respect the information provided and where such information was expressed as an opinion of any Director such opinion was and continues to be honestly and reasonably held by the person giving it by reference to the facts and circumstances now subsisting. 7 indebtedness 7.1 No repayment No outstanding indebtedness of any Group Company has become repayable before its stated maturity, nor has any security in respect of such indebtedness become enforceable by reason of default by any Group Company, and no event has occurred or is, to the best of the knowledge, information and belief of the Company, impending which, with the lapse of time or the fulfilment of any condition or the giving of notice or the compliance with any other formality, may reasonably be expected to result in any such indebtedness becoming so repayable or any such security becoming enforceable and no Group Company has received notice from any person to whom any indebtedness of any Group Company being indebtedness which is repayable on demand is owed, demanding or threatening to demand repayment of, or to take any steps to enforce any security for, the same. 7.2 Borrowing facilities All the borrowing facilities of the Group have been duly executed on behalf of the relevant Group Company and are in full force and effect and so far as the Company is aware: (a) all undrawn amounts under such borrowing facilities are or will be capable of drawdown; and (b) there is nothing which could cause any undrawn amounts under any such borrowing facilities to be unavailable for drawing as required. 7.3 Investments Save as Disclosed, there are no companies, undertakings, partnerships or joint ventures in existence whose results are not consolidated with the results of the Group, but whose default would affect the indebtedness or increase the contingent liabilities of the Group to an extent which would have a Material Adverse Change on the financial or trading position of the Group taken as a whole. 7.4 Borrowing restrictions The amounts borrowed by each Group Company do not exceed any limitation on its borrowing 32

34 contained in its articles of association, any debenture or other deed or document binding upon it and no Group Company has outstanding any loan capital, nor has it factored any of its debts, or engaged in financing of a type which would not require to be shown or reflected in audited accounts or borrowed any money which it has not repaid. 8 Authority and capacity 8.1 Capacity The Company is a company with limited liability, duly incorporated, validly existing under the laws of Jersey with full power and authority under its articles of association and otherwise to own, lease and operate its properties and to conduct its business and to enter into and perform its obligations pursuant to the Placing and Admission and this Agreement and to enter into and consummate all transactions in connection therewith. 8.2 Authority The Company has duly authorised, executed and delivered this Agreement. 8.3 Subsidiaries The Subsidiaries are the only subsidiaries or subsidiary undertakings of the Company and each Subsidiary has been duly organised and is validly existing and, insofar as such concept exists under its jurisdiction of organisation, is in good standing, in each case, under the laws of the jurisdiction of its organisation, has the requisite power and authority to own, lease and operate its properties (if any) and to conduct its current business and is duly qualified as a foreign corporation (or other applicable entity) to transact its current business in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business. 9 Share capital 9.1 Issued share capital The issued share capital of the Company will, upon Admission, be as described in the Press Announcement and the terms of the Ordinary Shares will conform to the description of them in the articles of association of the Company. On Admission, all of the Ordinary Shares in issue will be duly and validly authorised and issued, fully paid and not subject to further assessment. 9.2 No pre-emption rights The issue of the Placing Shares is not, and will not be, subject to pre-emptive or other similar rights. There are no restrictions on the subsequent transfer of the Placing Shares and the Placing Shares will rank pad passu in all respects with and be identical to each other and all other Ordinary Shares. 9.3 No calls Save as Disclosed, there are in force no options or other agreements to which any Group Company is party which call for the issue of, or accord to any person the right to call for the issue of, any shares or other securities of any Group Company now or at any time hereafter. 9.4 No additional rights None of the Shareholders has any rights, in their capacity as such, in relation to the Company other than as set out in the Company's articles of association and under Jersey law. 9,5 Compliance The creation, allotment, issue and Admission of the Placing Shares and the making and 33

35 implementation of the Placing in accordance with this Agreement will comply with the FSMA, the Companies Law, the AIM Rules for Companies, the rules and regulations of the Exchange, the Regulations or the rules or requirements of Euroclear in relation to CREST and all other applicable laws, rules and regulations of the United Kingdom and in all other jurisdictions relevant to the Placing and, so far as the Company is aware, all agreements or arrangements of which each Group Company is a party or by which each Group Company is bound, and so far as the Company is aware, will not exceed or infringe any restrictions or the terms of any contract, obligation or commitment by or binding upon any such Group Company, or result in the imposition or variation of any rights or obligations of each Group Company. 9.6 Authority to issue the Placing Shares Subject to Admission and all necessary resolutions of the Company and of the Directors becoming unconditional in accordance with their terms, the Company and the Directors have, or will have, power and authority to effect the Placing in the manner proposed and to enter into and perform this Agreement and all arrangements relating to the Placing without any further authorisation, sanction or consent by members of the Company or any class of them or any other person and, subject as aforesaid, there is no authorisation, approval, consent or licence required by the Company for the entry into and performance of this Agreement or to effect the Placing which has not been unconditionally and irrevocably obtained. 9.7 Prior issues of shares Since the Accounts Date, all issues of shares by the Company prior to the date of this Agreement were validly made with proper authority and there have been no allotments or transfers of shares in the capital of the Company in breach of the memorandum and articles of association of the Company or in breach of any obligation or duty of the Company imposed pursuant to any statute, contract or otherwise and all consents, approvals, confirmations and authorities were duly obtained. 9.8 Share capital of Subsidiaries Since the Accounts Date, all of the issued share capital of each Group Company (other than the Company) has been duly and validly authorised and issued, is fully paid and is owned by the Company or one or more wholly-owned subsidiaries of the Company and save as Disclosed, is free and clear of all Encumbrances. None of the issued share capital of any subsidiary was issued in violation of the pre-emptive or similar rights of any security holder of such subsidiary. 9.9 Subscription rights Save as Disclosed, there are no outstanding securities convertible into or exchangeable for, or warrants, rights or options to purchase from the Company or any Group Company or obligations, commitments or intentions of the Company or any Group Company to create the same or to issue, sell or otherwise dispose of, any shares of the Company or any Group Company No voting or transfer restrictions There are and will, following Admission, be no restrictions, other than those imposed by law and the articles of association of the Company, upon the voting or transfer of the Placing Shares or upon the declaration or payment of any dividend or distribution thereon. 10 Consents and authorisations 10.1 The Placing All consents, approvals, authorisations, orders, registrations, clearances and qualifications of any court or governmental, supranational, regulatory, Taxation or stock exchange authority, agency or body having jurisdiction over the Company or any Group Company or any of their 34

36 properties or any stock exchange authorities required for the issue of the Placing Shares (save for Admission and delivery of the Application and the documents required to accompany it) and for the execution and delivery by the Company of this Agreement to be duly and validly authorised and to give effect to the arrangements referred to in or contemplated by this Agreement have been obtained or made and, as far as the Company is aware, are in full force and effect The Group Each Group Company has carried on, and is carrying on, its businesses and operations in each jurisdiction in which it operates in accordance with all applicable laws, regulations and bye-laws and all statutory and other licences, permissions, consents, permits, approvals and all material authorisations necessary for the carrying on of the businesses and operations of each such Group Company, as now carried on, have been obtained and are valid and subsisting, except where the failure to do so would not reasonably be expected to have a material adverse effect on the Group taken as a whole, and with respect to all such Group Companies all material conditions applicable to any such licence, permission, consent, permit, approval or authorisation have been and are being complied with and there are no circumstances known to the relevant Group Company (after due and careful enquiry by the Company) which indicate that any of them is likely to be revoked, rescinded, varied, limited, subjected to the imposition of conditions or further conditions, avoided or repudiated or not renewed, in whole or in part, in the ordinary course of events or otherwise, save where any such outcome would not reasonably be expected to have a material adverse effect on the business of the Group taken as a whole Absence of default and conflicts Save as otherwise disclosed to the Broker on the date of this Agreement, no Group Company is: (a) (b) in violation of its memorandum or articles of association or other constitutional documents; in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, document of title, bond, indenture, mortgage, deed of trust, loan or credit agreement, note, lease, license or other agreement or instrument to which the Company or any other Group Company is a party or by which the Company or any other Group Company may be bound, or to which any of their properties or assets is subject, which is material in the context of the business of the Group taken as a whole; or (c) in violation or has violated any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality, regulatory authority or court, domestic or foreign, having jurisdiction over any Group Company or any of its respective assets or properties, which is material in the context of the business of the Group taken as a whole. 11 Contractual arrangements 11.1 Validity To the best of the knowledge, information and belief of the Company, there is no invalidity, or ground (including the implementation of the Placing) for termination, rescission, avoidance, repudiation or disclaimer, of any agreement, undertaking, instrument or arrangement to which a Group Company is a party or by which a Group Company or any of its assets are bound and which is material in the context of the Group taken as a whole, or which materially and adversely affects or is likely to have a material and adverse effect on, the financial or trading position of that Group Company and no Group Company has received notice of any intention to terminate, repudiate or disclaim any such agreement, undertaking, arrangement or obligation. 35

37 11.2 No default No event has occurred or, to the best of the knowledge, information and belief of the Company, is about to occur or has been alleged which constitutes or would constitute a default, or which could result in the acceleration by reason of default, of an obligation under any agreement, undertaking, instrument or arrangement to which a Group Company is a party or by which a Group Company or any of its assets is bound which would be material in the context of the Group taken as a whole, or which would materially and adversely affect or be likely to have a material adverse effect on the financial or trading position of that Group Company Arms' length agreements No Group Company is a party to, or affected by, any agreement, undertaking, instrument or arrangement entered into other than by way of a bargain at arms' length, save those to which each party is a Group Company and guarantees given in respect of the liabilities or obligations of a Group Company Agreements with interested persons Save as Disclosed, no agreement, undertaking, instrument or arrangement (whether legally enforceable or not) exists between any Group Company and a person (or a person connected with such a person) who owns, or has an interest in or rights in relation to, Ordinary Shares with regard to the management of the business of a Group Company, the appointment or removal of a director of a Group Company, the ownership of, or the transfer of ownership of, any assets which are material to the business of a Group Company, or the provision of any finance, goods, services or other facilities to or by a Group Company or any other matter concerning a Group Company or its affairs Guarantees and indemnities Save as Disclosed and otherwise in the ordinary course of the business of the Group, no Group Company is liable under or has agreed to enter into any guarantee, indemnity or similar obligation in favour of any person other than another Group Company which, if called upon, could give rise to a liability which is material in the context of the Group taken as a whole. 12 Insolvency 12.1 No winding up Except for any proceedings, meetings, resolutions or orders in connection with a winding-up of a Group Company for the purposes of a solvent reorganisation or reconstruction which is not material in the context of the Group taken as a whole, as far as the Company is aware, no order has been made, petition presented, resolution passed or meeting convened for the winding-up (or other process whereby the business is terminated and the assets of the company concerned are distributed amongst the creditors and/or shareholders or other contributories) of any Group Company and save as aforesaid, as far as the Company is aware, there are no cases or proceedings under any applicable insolvency, reorganisation, or similar laws in any jurisdiction concerning any Group Company and no events have occurred which, under applicable laws, would justify any such cases or proceedings No administration So far as the Company is aware, no petition has been presented or other proceedings have been commenced for an administration order to be made (or any other order to be made by which during the period it is in force, the affairs, business and assets of the company concerned are managed by a person appointed for the purpose by a court, governmental agency or similar body) in relation to any Group Company, nor has any such order been made. 36

38 12.3 No appointment of receiver No receiver (including an administrative receiver), liquidator, trustee, administrator, custodian or similar official has been appointed in any jurisdiction in respect of the whole or any part of the business or assets of any Group Company and, so far as the Company is aware, no step has been taken for or with a view to the appointment of such a person No insolvency Save in relation to the Group's ordinary course banking facilities, no Group Company is insolvent or unable to pay its debts as they fall due. 13 Litigation 131 No litigation Save as Disclosed, no Group Company has any claims outstanding against it, or is engaged in, or has within the last 12 months immediately preceding the date of this Agreement been engaged in, any litigation or arbitration or similar proceedings or in any governmental, regulatory or similar investigation or enquiry, which individually or collectively may have or, during the last 12 months prior to the date of this Agreement, has had a material effect on the financial or trading position or prospects of the Group taken as a whole, or which could materially and adversely affect the Placing and/or Admission, and, so far as the Company is aware there is no such claim, litigation, proceeding, investigation or enquiry pending or threatened and there are no circumstances known to the Company which are likely to give rise to any such claim, litigation, proceeding, investigation or enquiry, which the Directors consider is likely to have a material effect on the financial or trading position or prospects of the Group taken as a whole No investigations No Group Company has received notice from any regulator of any current investigation, enquiry, disciplinary proceedings, prohibition, order, penalty or recent censure (an "investigation ") nor (and so far as the Company is aware) are there any circumstances which are reasonably likely to give rise to an Investigation, except an Investigation as may arise in the ordinary course of the regulation of the business of the Group and except where the Directors consider such an Investigation is unlikely to have a material effect on the financial or trading position or prospects of the Group taken as a whole. 14 Competition 14.1 Anti-competitive behaviour No Group Company is, nor has been, a party to any agreement or arrangement nor has it been engaged in any practice, which in whole or in part infringes, or is likely to be invalidated, by any anti-trust, restrictive trade practice, fair trading laws or legislation in any jurisdiction in which the Group carries on or intends to carry on business or where its activities may have an effect including Articles 81 or 82 of the EC Treaty or any subordinate regulations or directives, the Fair Trading Act 1973, Chapters I or 11 of the Competition Act 1998, the Enterprise Act 2002 or any secondary legislation made under any of them and which is material in the context of the business of the Group taken as a whole General No Group Company has: (a) given any assurances, undertakings or commitments to, or is subject to, any order of or investigation by, or has received any request for information from; (b) received, nor so far as the Company is aware, is it likely to receive any process, notice 37

39 or communication, formal or informal by or on behalf of; (c) been or is a party to, or is or has been concerned in, any agreement or arrangement in respect of which a request for guidance or an application for negative clearance and/or exemption has been made to, the Office of Fair Trading, the Competition Commission, the Secretary of State, the European Commission or any other governmental or other authority, court, tribunal, department, board, body or agency of any country having jurisdiction in anti-trust or similar matters in relation to any business of the Group. 15 /insurance Each Group Company has valid insurances in full force and effect, in respect of all its material assets and business, against all the risks, and for such amounts, which are normally insured against by other companies carrying on the same or similar businesses. The Company considers that such insurances provide satisfactory cover against the risks of the businesses of the Group. No Group Company has done or omitted to do or suffered anything to be done or not to be done nor, so far as the Company is aware, is there any circumstance or event which has occurred which has rendered or is likely to render any policies of insurance effected void or voidable. There are no material insurance claims pending, threatened or outstanding against any Group Company and all premiums due in respect of all insurances have been duly paid in full. 16 Pension schemes 16.1 No material liabilities Save as Disclosed, there are no material liabilities associated with, or arising from, any Group Company participating in, or contributing to, either currently or in the past, any retirement benefits scheme or arrangement (occupational or personal) ( the "Pension Schemes'") which are now underfunded, uninsured or not provided for in any material respect, and, in the opinion of the directors (as far as they are aware), no liability is likely to arise which will have a material effect on the business of the Group taken as a whole Con tributions All material amounts currently due to the trustees of each of the Pension Schemes and to any insurance company in connection with any of the Pension Schemes have been paid No other arrangements No Group Company has an obligation to contribute towards the pension arrangements of the Directors or employees or former directors or employees of any Group Company, other than as Disclosed. 17 Employment 17.1 Notice Save for Richard Purkis, the company secretary to the Group, No Director or senior employee of any Group Company is currently serving notice. Save for the executive directors of the Company, who have a notice period of one year, there are no service contracts between any Group Company and its directors or employees which cannot be terminated by the relevant Group Company by six months' notice or less without giving rise to a claim for damages or compensation (other than a statutory redundancy 38

40 payment) No liabilities Since the Accounts Date and save as Disclosed, no Group Company has incurred any material liability for: (a) breach of any service contract, contract for services or consultancy agreement (or any compensation for any such breach); (b) redundancy payments (including protective awards); (c) breach of any statutory requirements; (d) failure to comply with any order for the reinstatement or reengagement of any employee; or (e) the actual or proposed termination or suspension of employment or variation of any terms of employment, in respect of any present or former employee of any Group Company Outstanding payments Save as Disclosed, there are no material amounts owing or promised to any present or former directors, employees, consultants or independent contractors of any Group Company other than remuneration accrued due or for reimbursement of business expenses. 18 The Directors 18.1 No other directors No person is a shadow director of any Group Company Loans to Directors Save as Disclosed, there is not now outstanding any loan made by any Group Company to, or debt owing to any Group Company by, any of the Directors or any person connected with any of them (within the meaning of section 1122 of the CTA or, as the case may be, section 993 of the ITA) Transactions with Directors Since the Accounts Date, no Group Company has been a party to any transaction which would require the approval of any Group Company's members as a result of the operation of sections 190 to 214 of the Companies Act, or any other equivalent laws. 19 Intellectual Property 19.1 General All material Intellectual Property used in relation to the business of the Group is either legally and beneficially owned by a Group Company (the "Company Intellectual Property") or is lawfully used under licence (the "Licensed Intellectual Property Agreements") Ownership The Company, or another Group Company, is the sole legal and beneficial owner (free from Encumbrances) of the Company Intellectual Property and (where such Intellectual Property is 39

41 registered) is the sole registered proprietor thereof, or is otherwise entitled to use all Intellectual Property used in or in connection with the Group's business free from any licence, sub-licence or royalty obligations (save in respect of the Licensed Intellectual Property Agreements) Validity To the best of the knowledge, information and belief of the Company: (a) all Company Intellectual Property, which is material to the business of the Group taken as a whole, is valid and enforceable; (b) nothing has been done, omitted or permitted by any Group Company whereby any of the Company Intellectual Property, which is material to the business of the Group taken as a whole, has ceased or is likely to cease to be valid and enforceable and/or usable by such Group Company; (c) none of the Company Intellectual Property, which is material to the business of the Group taken as a whole, is being claimed against, applied for, opposed or attacked by any person; (d) no Group Company, in carrying on its business, infringes the intellectual Property of any other person; and (e) no Group Company has made unauthorised use of confidential information disclosed to such Group Company in circumstances which is likely to entitle any person to make a claim against such Group Company. 19A Absence of claims There are no proceedings, actions or claims for infringement of Intellectual Property against any Group Company which are outstanding or which have been settled by the giving of undertakings which remain in force and, so far as the Company is aware, no proceedings, actions or claims are pending or threatened Renewals and maintenance All registration and renewal fees have been paid in relation to the Intellectual Property which is registered or applied for in the name of a Group Company, which is material to the business of the Group Licensed Intellectual Property Agreements To the best of the knowledge, information and belief of the Company: (a) all of the Licensed Intellectual Property Agreements are valid and binding; (b) no event has occurred or is about to occur which would entitle any other person to terminate any of the Licensed Intellectual Property Agreements; (c) no Group Company is in breach of any of the provisions of any of the Licensed Intellectual Property Agreements where such breach would have a material adverse effect on the business, assets or prospects of the Group taken as whole; and (d) none of the Licensed Intellectual Property Agreements is now being or has been infringed or used without authorisation by any person, where such infringement or use would have a material adverse effect on the business, assets or prospects of the Group taken as a whole. 40

42 20 lt Systems 20.1 Adequacy The IT Systems are in satisfactory working order, are fit for the purpose for which they are being used and so far as the Company is aware, there are no material defects relating to such IT Systems and in the opinion of the Company, such IT Systems have the capacity and capabilities necessary to fulfil the present and reasonably foreseeable requirements of the Group's businesses during the 12 month period following the date of this Agreement Absence of failures There have been no material failures of any part of the IT Systems during the 12 months preceding the date of this Agreement and the data that the IT Systems process has not been corrupted during the 12 months preceding the date of this Agreement and the relevant Group Companies have, in accordance with good industry practice, taken appropriate precautions to preserve the availability, security and integrity of the IT Systems and the data and information stored on the IT Systems. 21 Data protection 21,1 Compliance with Data Protection Legislation Each Group Company has complied in all material respects with all relevant requirements of applicable Data Protection Legislation and no notice alleging non-compliance with Data Protection Legislation or claiming compensation for unauthorised disclosure of data has been received by any Group Company from a competent authority and which is material in the context of the Group taken as a whole Absence of claims No individual has claimed, and so far as the Company is aware, no grounds exist for an individual to claim, compensation from any Group Company for breaches of applicable Data Protection Legislation. Personal data relating to customers or other individuals has been collected by or on behalf of the Group on terms that allow the data to be lawfully used by Group Companies for their business. 22 Bribery and anti-corruption 22.1 Absence of bribery No Group Company is, and so far as the Company are aware, no Group Company has, at any time, engaged in any activity, practice or conduct which would be reasonably likely to constitute an offence under: (a) the Bribery Act 2010; or (b) any applicable law relating to anti-bribery or anti-corruption in any jurisdiction Company Associates To the best of the knowledge, information and belief of the Company, no Company Associate has bribed another person (within the meaning of section 7(3) of the Bribery Act 2010) intending to obtain or retain business or an advantage in the conduct of business for the Company and/or any Group Company. For the purposes of this paragraph 22, "Company Associate" means any person who performs services (within the meaning of section 8 of the Bribery Act 2010) for or on behalf of the Company and/or any Group Company and the meaning of "adequate procedures" shall be determined in accordance with section 7(2), and any guidance issued under section 9, of the 41

43 Bribery Act Adequate procedures Each Group Company has had in place at all times since 6 December 2011 adequate procedures designed to prevent Company Associates from bribing another person (within the meaning of section 7(3) of the Bribery Act 2010) intending to obtain or retain business or an advantage in the conduct of business for the Company and/or any Group Company. 23 US securities laws 23.1 Foreign issuer The Company reasonably believes that there is no "substantial US market interest" (as defined in Regulation S) in the Ordinary Shares or any securities of the Company of the same class as the Ordinary Shares and the Company is a "foreign issuer" (as such term is defined in Regulation S) Genera! solicitation No Group Company, or any person acting on its behalf, directly or indirectly, (which, for the avoidance of doubt, shall not include the Broker) has: (a) made offers or sales of any security, or has solicited offers to buy, or otherwise has negotiated in respect of, any security, under circumstances that would require the registration of the Placing Shares under the Securities Act; or (b) engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of the Placing Shares in the United States. 213 Directed selling efforts 23.4 FCPA Neither the Company nor any of its affiliates (as defined in Rule 405 under the Securities Act)(each a "Rule 405 Affiliate") nor any persons acting on its or their behalf (which, for the avoidance of doubt, shall not include the Broker) has engaged or will engage in any "directed selling efforts" (as defined in Regulation S) with respect to the Placing Shares. No Group Company nor, so far as the Company is aware, any director, officer, agent, employee or Rule 405 Affiliate of the relevant company is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the US Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder and the relevant company and the Group have instituted and maintain policies and procedures designed to ensure continued compliance therewith Money laundering The operations of Group are and have been conducted at all times in compliance with applicable financial record-keeping and applicable reporting requirements of the US Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (together, the "Money Laundering taws") and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator or non-governmental authority involving any Group Company with respect to the Money Laundering Laws is pending or, so far as the Company is aware, threatened. 42

44 24 Taxation 24.1 Compliance Proper provision or reserve has been made in the Accounts in accordance with FRS for all Taxation liable to be assessed on each Group Company or for which it is or may become accountable in respect of: (a) profits, gains or income (as computed for Taxation purposes) accruing or arising or deemed to accrue or arise on or before the Accounts Date; (b) any transactions effected or deemed to be effected on or before the Accounts Date or provided for in the Accounts Deferred Taxation Proper provision or reserve has been made in the Accounts for deferred Taxation in accordance with 1FRS Returns All material information, returns, computations and notices of the Group for Taxation purposes have been made for all purposes up to and including the date hereof within the requisite period and on a proper basis and all such information, returns, computations and notices are up-todate and correct and, so far as the Company is aware, are not, nor are likely to be, the subject of any dispute between the Group, or claim against the Group, by HMRC or any other Taxation Authority Payment Save for any liability to Taxation incurred in the ordinary course of the business of the Group since the Accounts Date, each Group Company has paid all Taxation which it ought to have paid and is not liable to any interest or penalties in connection therewith Residence Save as Disclosed, each Group Company is and has at all times been resident for Taxation purposes in its place of incorporation and is not and has not been treated as either resident or having a permanent establishment in any other jurisdiction for any Taxation purpose (including any double tax arrangement) Liability As far as the Company is aware, no Group Company is or will become liable to pay, or make reimbursement or indemnify in respect of, any Taxation in consequence of the failure by any other person (other than any other Group Company) to discharge that Taxation within any specified period or otherwise, where such Taxation relates to income, profits or gains, earned, accrued or received, or to any event or circumstance occurring or arising or deemed to occur or arise (whether wholly or partly) prior to Admission. 43

45 Schedule 4 (Undertakings) 1. The Placing and Admission At any time prior to Admission, the Company will duly perform all of its obligations in connection with the Placing and Admission and arising pursuant to this Agreement, any of the Placing Documents or otherwise and will not, without the prior written consent of the Broker (not to be unreasonably withheld or delayed), seek to modify, vary or supplement any of the terms and conditions of the Placing. 2. Required announcements The Company undertakes to make all such announcements concerning the Application and the Placing as shall be necessary to comply with the AIM Rules for Companies and/or any other applicable regulatory or statutory requirement and/or any other provision of this Agreement. If the Company fails (in the opinion of the Broker acting in good faith) to make any such announcement, the Broker may make such announcement on the Company's behalf instead (but without any obligation for the Broker to do so). 3. General undertakings The Company undertakes to procure (as far as it is able to do so) that for so long as the Broker is the nominated adviser and broker to the Company, that each Director (for so long as he shall remain a director of the Company) complies (or procures compliance) with all statements of intent and all obligations applicable to him and/or the Company contained or represented in the Press Announcement. 4. Undertakings prior to the date being 30 days after Admission The Company undertakes to the Broker that it will not (and will use all reasonable endeavours to procure that no Group Company will), without the prior written consent of the Broker (not to be unreasonably withheld or delayed), before the date being 30 days after Admission: (a) directly or indirectly, offer, issue, lend, sell or contract to sell, issue options in respect of or otherwise dispose of or announce an offer or issue of any Ordinary Shares (or any Interest therein or in respect thereof) or any other securities exchangeable for or convertible into, or substantially similar to, Ordinary Shares or enter into any transaction with the same economic effect as, or agree to do, any of the foregoing (whether or not legally or contractually obliged to do so), save in respect of: (1) Placing Shares issued by the Company pursuant to the Placing; (ii) Ordinary Shares issued in relation to, or in connection with, the Acquisition and pursuant to the terms of the Scheme; and (iii) the granting or exercise of options or other rights related to Ordinary Shares pursuant to the Company's share incentive schemes (save as Disclosed); (b) circulate, distribute, publish, issue or make (nor authorise any other person to circulate, distribute, publish, issue or make) any press or public announcement or advertisement, statement or communication, either individually or jointly with any other person, in relation to the Company, the Group, the Proposals or otherwise relating to the condition (financial, legal, operational or otherwise), earnings, business, management, properties, assets, rights, operations or prospects of the Company or the Group (except for routine communications in the ordinary course of business), whether in response to enquiries or otherwise, unless, after notification to the Broker, such announcement, advertisement, statement or communication is required by and is 44