SCHEDULE 7 BUYER'S WARRANTIES

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(1)

THE PERSONS whose names and addresses are set out in Schedule 1 (the "Sellers", each a "Seller"); and

(2)

LINDBLAD EXPEDITIONS UK LTD, a private limited company incorporated under the laws of England & Wales (company no. 17421637) and whose registered office is at 100 Bishopsgate, 8th Floor, London, England, EC2N 4AG (the "Buyer"),

(A)

Particulars of the Companies as at the date of this Agreement are set out in Schedule 2.

(B)

The Sellers are the sole legal and beneficial holders of the shares set out opposite their respective names in column 2 of the table at Schedule 1, which together comprise the entire issued share capital of the Companies.

(C)

This Agreement sets out the terms on which the Buyer has agreed to buy, and the Sellers have agreed to sell, the Sale Shares (as defined below).

1.

INTERPRETATION

1.1

In this Agreement:

"Accounts"

means the WDL Accounts and the PNR Accounts;

"Accounts Date"

means 31 March 2025;

"Act"

means the Companies Act 2006;

"Actual Cash Amount"

means the Cash Amount set out in the Agreed Completion Statement;

"Actual Indebtedness Amount"

means the Indebtedness Amount set out in the Agreed Completion Statement;

"Actual Transaction Costs"

means the Transaction Costs set out in the Agreed Completion Statement;

"Actual Working Capital Amount"

means the Working Capital Amount set out in the Agreed Completion Statement;

"Additional ECL Shares"

means 42.85714275 ordinary shares in the capital of ECL;

"Adjustment Percentage"

means the relevant percentage set out opposite each Seller's name in column (9) of the table in Schedule 1;

"Affiliate"

means a person controlling, controlled by or under common control with another person, and:

(a)         in relation to a body corporate, any subsidiary, subsidiary undertaking or holding company of such body corporate, and any subsidiary or subsidiary undertaking of any such holding company for the time being, where 'control' means the power of a person to secure, directly or indirectly, (whether by the holding of shares, possession of voting rights or by virtue of any other power conferred by the articles of association, constitution, partnership deed or other documents regulating another person or otherwise) that the affairs of such other person are conducted in accordance with that person’s wishes and "controlled" and "controlling" shall be construed accordingly; and

(b)         in relation to a physical person means any other person connected with such person, in accordance with the provisions of sections 1122 and 1123 of the CTA 2010;

"Agreed Completion Statement"

means the Draft Completion Statement as agreed between the Buyer and the Sellers' Representative (or deemed to be final) in accordance with Clause 4.3 or otherwise finally determined by the Independent Accountant pursuant to and in accordance with Clause 4.3;

"AI Technology"

means any and all machine learning, deep learning, and other artificial intelligence technologies and methodologies, including any engineered or machine-based systems that can, for a given set of objectives or inputs, generate information or responses, and any algorithms, models (including large language models), neural networks, all software implementations of any of the foregoing, and related hardware or equipment;

"AML Laws"

means all Applicable Law relating to money laundering or the proceeds of criminal activity including European Union Money Laundering Directives, the UK Proceeds of Crime Act 2002, Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, Terrorism Act 2000; the U.S. Bank Secrecy Act, U.S. Patriot Act and other U.S. legislation relating to money laundering, the Financial Intelligence and Anti-Money Laundering Act of Mauritius, the Financial Intelligence and Anti-Money Laundering Regulations 2018 of Mauritius, the Financial Crimes Commission Act 2023 of Mauritius, the United Nations (Financial Prohibitions, Arms Embargo and Travel Ban) Sanctions Act 2019 of Mauritius, and the Financial Intelligence Centre Act 2001 of South Africa, and other Mauritian and South African legislation relating to money laundering;

"Antarctic Legislation"

means the Antarctic Act 1994, the Antarctic Regulations 1995, the Antarctic Act 2013, the Antarctic Treaty of 1959, the Protocol on Environmental Protection to the Antarctic Treaty, the Convention on the Conservation of Antarctic Marine Living Resources, the Convention for the Conservation of Antarctic Seals, and any binding requirements adopted by an ATCM, in each case to the extent applicable to the Group Companies, the Business, or expressly incorporated into the Antarctic Permit;

"Antarctic Permit"

means permit No. 01-2026-27 issued by or on behalf of the Secretary of State, acting through the FCDO, in connection with the expedition led by Patrick Woodhead of WDL, and each previous permit issued in connection with the Business, including its conditions, appendices and approved written variations;

"Anti-Bribery Law"

means any Applicable Law relating to bribery or corruption, (whether governmental or commercial), or enacted to implement the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, including the UK Bribery Act 2010, U.S. Foreign Corrupt Practices Act of 1977, the Financial Crimes Commission Act 2023 of Mauritius, the Prevention and Combating of Corrupt Activities Act 2004 of South Africa, the Protected Disclosures Act 2000 of South Africa;

"Applicable Law"

means any supra-national, federal, national, state, municipal or local statute, law, ordinance, regulation, rule, code, order (whether executive, legislative, judicial or otherwise), judgment, injunction, notice, decree or other requirement or rule of law or legal process (including common law), or any other order of, or agreement issued, promulgated or entered into by, any Governmental Authority or any rule or requirement of any national securities exchange applicable to the person in question;

"ASMA"

means an Antarctic Specially Managed Area designated by an ATCM;

"ASPA"

means an Antarctic Specially Protected Area designated by an ATCM;

"Associated Persons"

has the meaning set forth in paragraph 10.9 of Part 2 of Schedule 3;

"ATCM"

means an Antarctic Treaty Consultative Meeting pursuant to the Antarctic Treaty;

"Authorisations"

has the meaning set forth in paragraph 10.2 of Part 2 of Schedule 3;

"B-BBEE"

means the Broad-based Black Economic Empowerment Act 2003 of South Africa;

"Benefit Plans"

means all employee benefit plans, policies, agreements or arrangements, including all employment, individual consulting, bonus, incentive compensation, share purchase, equity or equity-based compensation, deferred compensation, change in control, severance, retirement, savings, profit sharing, health, welfare, medical, dental, disability, employee loan, and retiree medical or life insurance plans, policies, agreements, arrangements or understandings, in each case, whether written or unwritten, which

(a)         is or has been established, maintained or contributed to by a Group Company, or with respect to which a Group Company has any direct or indirect present or future liability; or

(b)         provides benefits, or describes policies or procedures, applicable to Employees or former employees or current or former independent contractors of a Group Company;

"Business"

means the business as carried on by the Group in the period of twelve (12) months prior to the Completion Date of providing luxury tours to Antarctica, luxury adventure air tours, and associated aviation and logistics services and activities;

"Business Day"

means any day (other than a Saturday or Sunday or public holiday) on which clearing banks in London (UK), New York, (USA), Cape Town (South Africa), and Port Louis (Mauritius) are open for business;

"Business Warranties"

means the warranties set out in Part 2 of Schedule 3;

"Business Warranty Claim"

means any claim in respect of the Business Warranties;

"Buyer's Completion Documents"

has the meaning set forth in paragraph 1 of Schedule 7;

"Buyer's Group"

means the Buyer and any subsidiary or holding company of the Buyer and any subsidiary of a holding company of the Buyer from time to time (including after Completion, the Group);

"Buyer's Nominated Bank Account"

means the bank account with the following details (or such other account as the Buyer may notify to the Sellers' Representative in writing from time to time):

Bank:

Bank Address:

Account:

SWIFT:

ABA:

Reference:

"Buyer's Solicitors"

means Morgan, Lewis & Bockius UK LLP of Condor House, 5-10 St Paul's Churchyard, London EC4M 8AL;

"Buyer's Warranties"

means the warranties set out in Schedule 7;

"Camp"

means each camp established or operated by a Group Company in Antarctica;

"Cash Amount"

means an amount equal to the sum of:

(a)         the WDL/PNR Group's cash book balance including cash in hand, the Future Tour Deposits, cash credited to any account of a WDL/PNR Group Company with a financial institution and any interest accrued thereon, but excluding any Restricted Cash;

(b)       plus the amount of the WDL/PNR Group's securities with a maturity of less than one year which are readily convertible into cash (net of any deductions that would arise were such securities converted into cash on the Completion Date); and

(c)         plus the sums receivable by the Group under cheques received but not cashed, other bills of exchange or methods of payment received by a WDL/PNR Group Company and not cleared,

in each case as at the Effective Time and determined in accordance with Schedule 10;

"Charter"

has the meaning set forth in paragraph 17.1 of Part 2 of Schedule 3;

"Claim"

means any Fundamental Warranty Claim, Business Warranty Claim or Tax Claim;

"Companies"

means WDL, PNR, and ECL, each a "Company";

"Competition Law"

has the meaning set forth in paragraph 10.6 of Part 2 of Schedule 3;

"Completion"

means completion of the sale and purchase of the Sale Shares in accordance with this Agreement;

"Completion Date"

means the date on which Completion occurs;

"Completion Payment"

means the aggregate of:

(a)         an amount equal to 60% of the WDL Base Price;

(b)         plus an amount equal to 60% of the PNR Base Price;

(c)         plus an amount equal to 42.8571429% of the ECL Base Price;

(d)         either:

(i)         plus an amount equal to 60% of the difference between the Estimated Working Capital Amount and the Working Capital Target if the Estimated Working Capital Amount is higher than the Working Capital Target (or, if Working Capital Target is a negative amount, a less negative or a positive amount); or

(ii)         less an amount equal to 60% of the difference between the Estimated Working Capital Amount and the Working Capital Target if the Estimated Working Capital Amount is lower than the Working Capital Target (or, if Working Capital Target is a negative amount, a more negative amount);

(e)         plus an amount equal to 60% of the Estimated Cash Amount;

(f)         less an amount equal to 60% of the Estimated Indebtedness Amount;

(g)        less an amount equal to the Estimated Transaction Costs; and

(h)        less the W&I Contribution;

"Confidential Information"

means:

(a)         all information not in the public domain used in or otherwise relating to the Group's business, customers, Employees, workers, Directors, independent contractors, consultants, technical or financial or other affairs, in each case, existing in whatever form; and

(b)          any information relating to the transactions contemplated by this Agreement including the terms of this Agreement and the other documents contemplated by it, in each case, existing in whatever form;

"Constitutional Documents"

means in relation to any Group Company, its articles of association, bylaws, charter, memorandum of association, or similar document, and any documents or agreements amending such documents from time to time;

"Contract"

means any written contract, agreement, indenture, note, bond, lease, commitment, mortgage, deed of trust, licence or other arrangement, understanding or obligation, in each case, as amended and supplemented from time to time and including all schedules, annexes and exhibits thereto;

"Conversion Rate"

means the close spot mid-trade composite (London) rate for a transaction between the two currencies in question as quoted on Bloomberg at 11.00 am GMT on the date immediately preceding the Relevant Date or, if no such rate is quoted on that date on the preceding date on which such rates are quoted;

"Corporate Registry"

means Companies House for England & Wales, the South African Companies and Intellectual Property Commission, the Registrar of Companies of Mauritius, and the Financial Services Commission of Mauritius; 

"Corporation Tax"

means a liability of a WDL/PNR Group Company to make an actual payment of Tax in respect of income, profits or gains chargeable under the law of any jurisdiction;

"CTA 2010"

means the Corporation Tax Act 2010;

"Current Accounting Period"

means the accounting period commencing 1 April 2026 and ending on 31 March 2027;

"Data Protection Authority"

means any Governmental Authority with competence in relation to the enforcement of Data Protection Legislation, including but not limited to the Information Commissioner's Office, the Data Protection Commissioner of Mauritius and the South African Information Regulator;

"Data Protection Laws"

means all Applicable Law relating to the use, protection and privacy of Personal Data (including, without limitation, the privacy of electronic communications) which are from time to time applicable to the Group (or any part of its Business), including, without limitation, the Privacy and Electronic Communications Regulations 2003, UK GDPR, the Data Protection Act 2018, the Data Protection Act 2017 of Mauritius, the Protection of Personal Information Act 2013 of South Africa, the Regulation of Interception of Communications and Provision of Communication-Related Information Act 2002 of South Africa and any regulations, codes of conduct or guidance issued by a Data Protection Authority; 

"Data Room"

means the electronic online data room hosted by Baird with the name 'White Desert Dataroom - Lindblad', as at 20.23 UK time on 10 September 2026, copies of the documents of which have been provided to the Buyer by or on behalf of the Sellers via a secure file transfer with the Disclosure Letter;

"Deeds of Covenant"

means each deed of covenant in the agreed form to be entered into on Completion between (i) the Buyer, WDL, PNR and Patrick Woodhead and (ii) the Buyer, ECL and Patrick Woodhead, each in connection with restrictions imposed on, and undertakings given by, Patrick Woodhead;

"Deed of Guarantee"

means the deed of guarantee and indemnity in the agreed form to be entered into on Completion between Lindblad Expeditions, LLC and the Sellers in connection with the obligations of the Buyer under the SHAs and in respect of the Deferred Consideration;

"Deferred Consideration"

has the meaning given in Schedule 12;

"Director"

means a director of a Group Company;

"Disclosed"

means fairly disclosed to the Buyer by, or in, the Disclosure Letter with sufficient detail to enable the Buyer to identify the nature and scope of the matters concerned;

"Disclosure Letter"

means the letter, in the agreed form, having the same date as this Agreement from the Sellers to the Buyer, together with all documents in the Data Room or otherwise annexed to it, containing disclosures against the Business Warranties and the Tax Warranties;

"Dispute Notice"

has the meaning given in Clause 4.3;

"Disputed Matters"

has the meaning given in Clause 4.3 (and shall include anything deemed to be a Disputed Matter pursuant to Clause 4.3);

"Draft Completion Statement"

has the meaning given in Clause 4.1;

"ECL"

means Echo Charlie Ltd, a company incorporated under the laws of Mauritius with the details set out in Schedule 2;

"ECL Base Price"

means $7,000,000;

"ECL Completion Payment"

means an amount equal to 42.8571429% of the ECL Base Price;

"ECL Consideration"

has the meaning given in Clause 3.1.3;

"ECL Investment Amount"

means $3,000,000;

"ECL Relevant Percentage"

means the relevant percentage set out opposite each Seller's name in column (8) of the table in Schedule 1;

"ECL Shares"

means the Sale Shares that represent shares in the capital of ECL held by each Seller as set out opposite that Seller's name in column (5) of the table in Schedule 1;

"ECL Subscription "

has the meaning given in Clause 14.1;

"ECL Subscription Letter"

means the subscription letter in the agreed form to be entered into between the Buyer and ECL in accordance with Clause 14.1;

"Effective Time"

means 00.01 in the United Kingdom on the Completion Date;

"Employee"

means those persons employed under a contract of employment by a Group Company in accordance with the Employment Legislation;

"Employment & Consultancy Agreements"

means the employment agreements being entered into by White Desert Africa (Pty) Ltd and each of Patrick Woodhead, Kieran Crowley and the consultancy agreement addendum between PNR and Mjoll Pty Ltd, each in the agreed form;

"Employment Legislation"

means Applicable Law applying in the jurisdiction in which a Group Company operates affecting contractual or other relations between employers and their Employees or workers including (but not limited to) any legislation (and any amendment, extension or re-enactment of such legislation) and any claim arising under any Applicable Law enforceable against the relevant Group Company by any employee or worker thereof;

"Encumbrance"

means any encumbrance, legal or equitable right (including any right to acquire, option or right of pre-emption) or security interest of any nature, including any mortgage, charge (whether fixed or floating), pledge, hypothecation, assignment, title retention or lien, security agreement or arrangement, or any other third party interest of any kind;

"Environment"

means (i) the air (including the air within buildings and the air within other natural or man-made structures above or below ground), (ii) water (including water under or within land and water in pipes or drains), (iii) soil and land, and (iv) any living organisms or systems;

"Environmental Evaluation"

means any initial environmental evaluation or other environmental assessment or evaluation required for the operations of the Group required by Antarctic Legislation;

"Environmental Issues"

means:

(a)         the pollution or contamination of the Environment;

(b)         the replacement, restoration, maintenance or protection of, or compensation for damage or harm to, the Environment;

(c)         the generation, transportation, importation, exportation, use, supply, storage, treatment, presence, exposure to, discharge,            deposit, release, disposal or migration of any Hazardous Substance; or

(d)         the creation or existence of any nuisance, including noise, odour, vibration and radiation;

"Environmental Law"

means all Applicable Law concerning Environmental Issues and the Environment;

"Environmental Licence"

means any permit, licence, authorisation, consent or other approval, or any notification, registration or waiver, required for the carrying on of the business of any Group Company under or in relation to any Environmental Law;

"Environmental Proceedings"

has the meaning set forth in paragraph 18.4 of Part 2 of Schedule 3;

"Estimated Cash Amount"

means $9,263,033.00;

"Estimated Indebtedness Amount"

means $12,762,679.72;

"Estimated Transaction Costs"

means $3,308,782.13;

"Estimated Working Capital Amount"

means $(9,261,294.42);

"Facilities"

has the meaning given in paragraph 6.3 of Part 2 of Schedule 3;

"FCDO"

means the Foreign, Commonwealth and Development Office of the United Kingdom;

"Fundamental Warranties"

means those Sellers' Warranties set out at Part 1 of Schedule 3;

"Fundamental Warranty Claim"

means any claim in respect of the Fundamental Warranties;

"Future Tour Deposit Adjustment Amount"

means an amount equal to 40% of the Future Tour Deposits;

"Future Tour Deposits"

means, as at the Effective Time, the amount equal to cash credited to any account of the WDL/PNR Group Companies as a deposit for a tour commencing after the Effective Time or which has not yet been released for spending in connection with the relevant tour, as determined in accordance with Schedule 10;

"General Accounting Policies"

has the meaning set forth in paragraph 1.1.1 of Schedule 10;

"Generative AI Tools"

means AI Technology capable of generating various types of content (including text, images, video, audio, or computer code) based on user-supplied prompts;

"Governmental Authority"

means any supra-national, federal, national, state, county, local, municipal or other governmental, regulatory or administrative authority, agency, commission or other instrumentality, any court, tribunal or arbitral body with competent jurisdiction, or any national securities exchange or automated quotation service, but excluding any Tax Authority;

"Governmental Official"

has the meaning set forth in paragraph 10.9 of Part 2 of Schedule 3;

"Group Balances"

means any amount that is owing to or from a Group Company to another Group Company as at the Effective Time;

"Group Company"

means each of the companies set out in Schedule 2, together the "Group", and "member of the Group" shall mean any one of them;

"Hazardous Substance"

means any natural or artificial substance or thing (whether in solid, liquid or gaseous form) which is (alone or in combination) capable of causing harm to human health or to the Environment;

"HMRC"

means H.M. Revenue and Customs;

"HSM"

means a Historic Site & Monument designated by an ATCM;

"Indebtedness Amount"

means an amount equal to:

(a)         the Future Tour Deposit Adjustment Amount;

(b)         plus, without duplication, the sum of the principal, accreted value, accrued and unpaid interest, prepayment and redemption premiums or penalties (including breakage costs, penalties and fees), if any, unpaid fees or expenses and other monetary obligations as of such time in respect of the WDL/PNR Group's:

(i)         loans or other financing liabilities and obligations in the nature of borrowed moneys;

(ii)         obligations for the deferred or unpaid purchase price of property or services, including earn-outs and other contingent obligations in connection with any acquisitions or similar transactions;

(iii)         other indebtedness which is evidenced by a note, bond, debenture or similar instrument or commercial paper;

(iv)         obligations to reimburse amounts paid or advanced under a line of credit, surety bond, performance bond or other instrument issued by a bank or financial institution;

(v)         counter-indemnity obligations in respect of a guarantee issued by a bank or financial institution;

(vi)         any Net Tax Liability; and

(vii)         accruals made in the most recent statutory accounts of WDL with respect to the 2023 Agulhas ship charter, to the extent that such accrual has not subsequently been extinguished, discharged or settled,

but in each case excluding the WDL/PNR Group’s trade debt and current liabilities arising in the ordinary course of business, any Group Balances and any other amounts that are included as part of the WDL/PNR Group’s Working Capital or Restricted Cash, in each case as at the Effective Time and determined in accordance with Schedule 10;

"Independent Accountant"

means either:

(a)         an independent chartered accountant who is a partner at Grant Thornton UK LLP and who specialises in, or has significant experience of, consideration adjustments mechanisms under sale agreements agreed by the Sellers' Representative and the Buyer in writing; or

(b)         in default of agreement as to the identity of that independent accountant within five Business Days of either party notifying the other of its wish to appoint an independent accountant, a specific member of an independent firm of chartered accountants of repute nominated on the application of either party by the President for the time being of the Institute of Chartered Accountants in England and Wales;

"Intellectual Property Rights"

means all rights, title and interest in intellectual property, whether protected, created or arising under any Applicable Law throughout the world, including:

(a)         all patents and applications therefor, including all continuations, divisionals, and continuations-in-part thereof and patents issuing thereon, along with all reissues, re-examinations and extensions thereof;

(b)      all trademarks, service marks, trade names, brand names, trade dress rights, corporate names, logos, and other source or business identifiers and general intangibles of a like nature, together with the goodwill associated with any of the foregoing, along with all applications, registrations, renewals and extensions thereof;

(c)        all Internet domain names, URLs, website addresses, Internet Protocol addresses, social media accounts and handles and other designations;

(d)         all copyrights and all works of authorship, database and design rights, whether or not published, all registrations and recordations thereof and all applications in connection therewith, along with all reversions, extensions and renewals thereof;

(e)         all know-how, trade secrets and confidential ideas and information, including such rights in inventions (whether or not reduced to practice), customer and supplier lists, technical information, proprietary information, processes, formulae, databases and data, whether tangible or intangible, and whether stored, compiled or memorialised physically, electronically, photographically or otherwise ("Trade Secrets");

(f)         all rights in Software;

(g)         all other intellectual and industrial property rights of any sort throughout the world, and all applications, registrations, issuances and the like with respect thereto; and

(h)         all causes of action (resulting from past and future infringement thereof), damages and remedies relating to any and all of the foregoing;

"IP Licences"

means all Contracts pursuant to which:

(a)         any person has licensed any Intellectual Property Rights to a Group Company (other than Off-the-Shelf Licences); or

(b)         a Group Company has licensed any Intellectual Property Rights to any person;

"ITEPA"

means the Income Tax (Earnings and Pensions) Act 2003;

"IT Contracts"

has the meaning set forth in paragraph 13.1 of Part 2 of Schedule 3;

"IT Systems"

means all computer hardware (including network and telecommunications equipment) and software, owned, used, leased or licensed by or to any Group Company;

"Key Customer"

has the meaning given in paragraph 5.1 of Part 2 of Schedule 3;

"Key Supplier"

has the meaning given in paragraph 5.2 of Part 2 of Schedule 3;

"Lease"

has the meaning given in paragraph 16.3 of Part 2 of Schedule 3;

"Losses"

means all losses, liabilities, costs (including reasonable legal costs and experts' and consultants' fees that are properly incurred), charges and expenses, but excluding any indirect or consequential losses, loss based on a multiple of earnings or diminution in value, loss of goodwill or potential business, any internal management, administrative or financing costs, or any punitive or special damages;

"Management Accounts"

means any monthly unaudited financial statements of WDL and PNR comprising a balance sheet and a profit and loss statement, to the extent provided in the Data Room;

"Material Adverse Effect"

means any change, effect, event, occurrence or development that has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, properties, results of operations or financial condition of the Business taken as a whole;

"Material Contract"

means any Contract to which a Group Company is party with either a Key Customer or Key Supplier;

"Net Tax Assets"

means an amount calculated by:

(a)         determining the amount of Corporation Tax losses and other Reliefs available to each WDL/PNR Group Company in respect of the period commencing at the start of its accounting period current at Completion and ending on Completion (assuming that Completion is the end of an accounting period);

(b)         determining the amount of Corporation Tax that would (assuming the relevant WDL/PNR Group Company had sufficient profits to be able to utilise the losses and Reliefs referred to in (a) above in the relevant period and assuming the Corporation Tax rate applicable to that WDL/PNR Group Company as at Completion) have been saved as a result by that WDL/PNR Group Company (a "Tax Asset"); and

(c)         aggregating all Tax Assets available to each WDL/PNR Group Company (provided that where a WDL/PNR Group Company has no available Tax Asset, such sum shall be treated as nil);

"Net Tax Liability"

means an amount equal to:

(a)         any Corporation Tax liability of any WDL/PNR Group Company in respect of a period ending prior to Completion that remains unpaid as at Completion;

(b)         plus the aggregate Corporation Tax that would fall due from all WDL/PNR Group Companies if each WDL/PNR Group Company calculated its Corporation Tax liability in respect of the period commencing at the start of its accounting period current at Completion and ending on Completion (assuming that Completion is the end of the relevant accounting period and applying the applicable Corporation Tax rate as at Completion) provided that where the outcome of this calculation for the relevant WDL/PNR Group Company is that no Corporation Tax would have been payable, the amount shall be treated as nil;

(c)         minus any Net Tax Assets,

provided that where this calculation results in a negative figure, the amount shall be treated as nil.

"New Branding"

means the branding agreed between the Buyer and Patrick Woodhead for use in the business conducted by ECL going forwards;

"NMW Legislation"

means the National Minimum Wage Act 1998 and the National Minimum Wage Regulations 2015, the National Minimum Wage Regulations made under the National Wage Consultative Council Act 2016 of Mauritius, the Workers' Rights Act 2019 of Mauritius and the National Minimum Wage Act 2018 of South Africa; 

"OFAC"

means the U.S. Office of Foreign Assets Control;

"Off-the-Shelf Licences"

means licences for generally commercially available "off-the-shelf" Software available on standard, non-exclusive, non-discriminatory terms and conditions for an annual or one-time licence fee of no more than $10,000;

"Owned IP"

means all Intellectual Property Rights owned or purported to be owned by a member of the Group (including all Registered IP);

"Package Travel Regulations"

means the Package Travel and Linked Travel Regulations 2018; Tourism Authority Act 2006 of Mauritius, the Consumer Protection (Price And Supplies Control) Act 1998 of Mauritius, The Consumer Protection Act 1991 of Mauritius, the Consumer Protection Act 2008 and the Consumer Protection Regulations 2011, and the Electronic Communications and Transactions Act 2002 of South Africa (to the extent applicable), and all other analogous Applicable Law; 

"PAYE"

means any system for the deduction and withholding of Tax, national insurance and/or social security contributions (or similar or corresponding obligations) from sums paid to Employees in respect of their employment;

"Payment Agent's Bank Account"

means the bank account with the following details (or such other account as the Sellers' Representative may notify to the Buyer in writing from time to time):

Bank:

Bank Address:

Sort Code:

Account No:

Account Name:

SWIFT:

IBAN:

Reference:

"Pension Scheme"

means WDL’s defined contribution scheme with NEST (National Employment Savings Trust);

"Personal Data"

has the meaning given to that term in Article 4 of the UK GDPR;

"PNR"

means PNR Airways Ltd, a company incorporated under the laws of Mauritius with the details set out in Schedule 2;

"PNR Accounts"

means the audited annual financial statements in respect of PNR, prepared for the financial year ended on the Accounts Date including the statement of financial position, statement of profit or loss, statement of comprehensive income, statement of changes in equity, cash flow statement and the notes, statements and directors' reports relating to them;

"PNR Base Price"

means $31,992,058;

"PNR Consideration"

has the meaning given in Clause 3.1.2;

"PNR Relevant Percentage"

means the relevant percentage set out opposite each Seller's name in column (7) of the table in Schedule 1;

"PNR Shares"

means the Sale Shares that represent shares in the capital of PNR held by each Seller as set out opposite that Seller's name in column (5) of the table in Schedule 1;

"Processor"

means a natural or legal person or other body which processes personal data on behalf of the controller in accordance with the Data Protection Laws;

"Properties"

means the properties detailed in Schedule 9, each a "Property";

"Publicly Available Software"

means:

(a)         any Software that is distributed as free Software, open source Software (e.g., Linux), or similar licensing and distribution models including any licence that is, or is substantially similar to, a licence approved by the Open Source Initiative as at the date of this Agreement; and

(b)         any Software that requires as a condition of use, modification, and/or distribution of such Software that such Software or other Software incorporated into, derived from or distributed with such Software (i) be disclosed or distributed in source code form, (ii) be licensed for the purpose of making derivative works or (iii) be redistributed at no or minimal charge;

"Registered IP"

means all Owned IP issued by, registered with, renewed by or the subject of a pending application before any Governmental Authority or Internet domain name registrar;

"Relevant Benefits"

has the meaning set forth in paragraph 21.3 of Part 2 of Schedule 3;

"Relevant Date"

means a date on which a payment to a Party in accordance with this Agreement is to be made except that for the purposes of Clause 1.6 and paragraph 1.3 of Schedule 10 it means the Completion Date;

"Relief"

has the meaning set forth in the Tax Schedule;

"Resolution Period"

has the meaning given in Clause 4.3;

"Restricted Cash"

means, any and all of the WDL/PNR Group’s cash that cannot lawfully be used for general operations, investments or working capital purposes, excluding any Future Tour Deposits, as at the Effective Time and determined in accordance with Schedule 10;

"Sale Shares"

has the meaning given in Clause 2.1;

"Sanctions"

means any Applicable Law relating to economic or financial sanctions or trade embargoes or related restrictive measures imposed, administered or enforced from time to time by a Sanctions Authority, in each instance as it applies to the Group as of the date of this Agreement;

"Sanctions Authority"

means:

(a)         the United Nations Security Council;

(b)         the United States government;

(c)         the European Union;

(d)         the UK government;

(e)         the National Sanctions Secretariat, the Financial Intelligence Unit of Mauritius;

(f)         the Financial Crimes Commission of Mauritius;

(g)         the South African Financial Intelligence Centre's Targeted Financial Sanctions List;

(h)         the respective Governmental Authorities of any of the foregoing, including without limitation, the Office of Foreign Assets Control of the US Department of Treasury, the United States Department of State and Department of Commerce, and HM Treasury; and

(i)         any other Governmental Authority with responsibility for imposing, administering or enforcing Sanctions with jurisdiction over a Group Company;

"Sanctioned Person"

means a person, organisation, or vessel that is:

(a)         designated on the OFAC list of "Specially Designated Nationals and Blocked Persons" or on any list of targeted persons issued under any Sanctions of any country in which any Group Company operates or by which it is bound;

(b)         or is part of a government of any country or other territory subject to a general export, import, financial or investment embargo under any Sanctions applicable to any Group Company or by which it is bound;

(c)         located in, owned or controlled by, or acting on behalf of the foregoing; or

(d)         otherwise targeted by Sanctions applicable to any Group Company or by which it is bound

"Sellers' Representative"

has the meaning given in Clause 20.1;

"Sellers' Warranties"

means the Fundamental Warranties, the Business Warranties and the Tax Warranties;

"SHAs"

means the shareholders' agreement in respect of each Company, each to be entered into at Completion in the agreed form between the Buyer, the relevant Sellers, and the relevant Company;

"Software"

means all:

(a)         computer programs, including any and all software implementations of algorithms, models and methodologies, whether in source code or object code;

(b)         databases and compilations, including any and all data and collections of data, whether machine readable or otherwise;

(c)         descriptions, flow-charts and other work product used to design, plan, organise and develop any of the foregoing, screens, user interfaces, report formats, firmware, development tools, templates, menus, buttons and icons; and

(d)         all documentation, including user manuals and other training documentation related to any of the foregoing;

"Specific Indemnity Claim"

means any claim made pursuant to Schedule 13;

"Specific Indemnity Matter"

has the meaning set forth in paragraph 1.1 of Schedule 13;

"Specific Tax Claim"

means any claim pursuant to paragraph 2.2 of the Tax Schedule;

"Subsidiary"

means each direct or indirect subsidiary of WDL, as further detailed in Schedule 2;

"Target IPR"

means all:

(a)         Owned IP; and

(b)         all Intellectual Property Rights owned by any other person that is used, held for use or practiced by a Group Company in the conduct of the Business;

"Tax"

has the meaning set forth in the Tax Schedule;

"Tax Authority"

has the meaning set forth in the Tax Schedule;

"Tax Claim"

means a Tax Covenant Claim or a Tax Warranty Claim;

"Tax Covenant Claim"

means any claim (other than a Specific Tax Claim) under the Tax Schedule;

"Tax Schedule"

means Schedule 8 to this Agreement;

"Tax Warranties"

means the Sellers' Warranties set out in Schedule 4;

"Tax Warranty Claim"

means any claim for breach of any of the Tax Warranties;

"Technology"

means all Software, computer systems (other than peripheral devices), information, databases, designs, formulae, algorithms, procedures, methods, techniques, ideas, know-how, research and development, technical data, programs, subroutines, tools, materials, specifications, processes, inventions (whether patentable or unpatentable and whether or not reduced to practice), apparatus, creations, improvements, works of authorship and other similar materials, and all recordings, graphs, drawings, reports, analyses and other writings, and other tangible embodiments of the foregoing, in any form whether or not specifically listed herein;

"Third Party Services Agreement"

means a Contract pursuant to which a Group Company receives IT or communications services for the purpose of the Business including data centre colocation services, IT managed services and network or communication services;

"Threshold"

has the meaning set forth in paragraph 2.1.2 of Schedule 6;

"Transaction"

means the sale and purchase of the Sale Shares pursuant to this Agreement;

"Transaction Costs"

means as at the Effective Time and determined in accordance with Schedule 10:

(a)         all unpaid costs, fees and expenses of outside professionals incurred by a Group Company in connection with the negotiation and execution of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, including all legal fees, accounting, management or other similar fees and investment banking fees and expenses, but excluding in each case any VAT thereon that is recoverable by a Group Company as input tax; and

(b)         all unpaid payment obligations of a Group Company that become due solely as a result of the consummation of the Transaction or under any change in control, transaction bonus or similar agreement or arrangement with any employee, consultant, independent contractor or director or manager of a Group Company existing at or prior to Completion and any employment Taxes payable with respect thereto for which a Group Company is required to account to a Tax Authority;

"Transaction Documents"

means this Agreement, the Disclosure Letter, each SHA, the Deed of Guarantee, the Deeds of Covenant; the Employment & Consultancy Agreements, the ECL Subscription Letter and any other document entered into or to be entered into pursuant to this Agreement;

"Trust Vehicles"

means: (i) White Desert Holdings (Mauritius) Ltd; and (ii) Sanlam Trustees International Limited as trustee for the Aslan Trust, and "Trust Vehicle" means any of them;

"UK GAAP"

has the meaning set forth in paragraph 1.1.3 of Schedule 10;

"UK GDPR"

has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018;

"VATA 1994"

means the Value Added Tax Act 1994;

"VAT"

means value added tax charged under the VATA 1994, or any Tax similar to or replacing the same, or any sales Tax, goods and services Tax or any similar Tax in any jurisdiction;

"W&I Contribution"

means the amount of $160,907.10 representing 50% of the cost of the Buyer obtaining the W&I Policy;

"WDL"

means White Desert Ltd, a private company limited by shares incorporated under the laws of England & Wales with the details set out in Schedule 2;

"WDL Accounts"

means the audited consolidated financial statements of the WDL Group for the financial year ended on the Accounts Date, including the consolidated statements of financial position, consolidated statement of profit or loss, consolidated statement of comprehensive income, consolidated statement of changes in equity, consolidated cash flow statement and the notes, statements and directors' reports relating to them;

"WDL Base Price"

means $73,007,942;

"WDL Consideration"

has the meaning given in Clause 3.1.1;

"WDL Group"

means WDL together with the Subsidiaries;

"WDL/PNR Completion Payment"

means an amount equal to the Completion Payment less the ECL Completion Payment;

"WDL/PNR Group"

means WDL, PNR and each of their respective subsidiary undertakings from time to time (and "WDL/PNR Group Company" means any of them);

"WDL Relevant Percentage"

means the relevant percentage set out opposite each Seller's name in column (6) of the table in Schedule 1;

"WDL Shares"

means the Sale Shares that represent the shares in the capital of WDL held by each Seller as set out opposite that Seller's name in column (5) of the table in Schedule 1;

"Working Capital Amount"

means an amount equal the sum of:

(a)         the current assets of the WDL/PNR Group including trade debtors, other debtors, prepayments and accrued income, but excluding any Group Balances, any Tax assets and any amounts included in the Cash Amount;

(b)         plus the Future Tour Deposit Adjustment Amount;

(c)         less all current liabilities of the WDL/PNR Group including trade creditors, other creditors, deferred income (including Future Tour Deposits) and accruals, accrued and unpaid bonuses (together with any associated employment or payroll Tax liabilities), any commission owed to third parties by the WDL/PNR Group, any accrued but untaken or unpaid vacation of employees of the WDL/PNR Group and any severance obligations of the WDL/PNR Group, but in each case excluding any Group Balances, any amounts in respect of Tax liabilities (save for the specific employment or payroll Tax liabilities noted above) and any amounts attributable to or included as part of the Transaction Costs, Restricted Cash or (other than with respect to the Future Tour Deposit Adjustment Amount) the Indebtedness Amount,

in each case as at the Effective Time and determined in accordance with Schedule 10;

"Working Capital Target"

means the negative sum of $8,994,000; and

"Working Time Regulations"

means the Working Time Regulations 1998, the Basic Conditions of Employment Act 1997 of South Africa, and any regulations, sectoral determinations or other Applicable Law relating to working hours, overtime, rest periods, and leave entitlements including, without limitation, the Code of Good Practice on the Arrangement of Working Time 1998 of South Africa.

1.2

In this Agreement, a reference to:

1.2.1

a Clause, Schedule, or Exhibit is a reference to a clause of and schedule or exhibit to this Agreement and a paragraph of a Schedule or Exhibit is a reference to a paragraph of such Schedule or Exhibit;

1.2.2

a document "in the agreed form" is a reference to a document in the form approved and, for the purposes of identification only, signed by or on behalf of the Buyer and the Sellers or exchanged between the solicitors of the Buyer and WDL (in each case with such amendments as may be agreed by or on behalf of the Sellers and the Buyer);

1.2.3

a statutory provision includes a reference to that provision as modified, replaced, amended and/or re-enacted from time to time (before or after the date of this Agreement), any statute, statutory provision or subordinate legislation which it amends or re-enacts and any prior or subsequent subordinate legislation made under it, except to the extent that any such modification, replacement, amendment or re-enactment would prejudice the rights or increase or extend the liability of any Seller under this Agreement;

1.2.4

a "Party" means a Party to this Agreement including its permitted assignees and/or successors in title;

1.2.5

a "person" includes a reference to an individual, partnership, unincorporated association or company wherever situated;

1.2.6

"subsidiary", "holding company" or "body corporate" has the respective meaning set out in sections 1159 and 1173 of the Act;

1.2.7

"company" shall be construed so as to include any company, corporation or other body corporate wherever and however incorporated or established;

1.2.8

"undertaking" has the meaning set out in section 1161 of the Act and "subsidiary undertaking" or "parent undertaking" has the respective meaning set out in section 1162 of the Act;

1.2.9

"accounting standards" or "international accounting standards" has the respective meaning set out in sections 464 and 474 of the Act;

1.2.10

a "connected person" means, in the case of any person, a person connected with that person within the meaning of section 1122 of CTA 2010;

1.2.11

any gender includes a reference to the other genders;

1.2.12

the singular shall include the plural and vice versa; and

1.2.13

words, expressions or abbreviations detailed in the Schedules or Exhibits shall have the same meaning in this Agreement except where otherwise provided.

1.3

The Schedules and Exhibits form part of this Agreement and shall be interpreted and construed as though they were set out in this Agreement.

1.4

The headings to Clauses, Schedules and paragraphs of the Schedules are for convenience only and shall not affect the interpretation or construction of this Agreement.

1.5

General words shall not be given a restrictive meaning by reason of the fact that they are followed by particular examples intended to be embraced by the general words. The words "including" and "in particular" and any similar words or expressions are by way of illustration and emphasis only and do not operate to limit the generality or extent of any other words or expressions.

1.6

Any payment to be converted from one currency into another currency for the purposes of this Agreement shall be converted into an equivalent amount of the second currency at the Conversion Rate prevailing on the Relevant Date.

1.7

This Agreement has been negotiated and reviewed by the Parties and, where applicable, their respective counsel and professional advisers. Accordingly, in interpreting this Agreement, no regard shall be had to which Party, or its counsel, drafted any provision being interpreted.

1.8

Unless otherwise expressly provided otherwise in this Agreement, a reference to writing or written includes email.

1.9

Notwithstanding any other provision of this Agreement, a trustee holding shares, directly or indirectly, in its capacity as trustee for two or more trusts with different settlors shall be considered a different Seller for each holding and those trusts (and their trustee) shall not be regarded as an Affiliate of each other solely by virtue of the Shareholder and/or its Affiliates having the same trustee.

2.

SALE AND PURCHASE

2.1

On the terms of this Agreement and with effect from Completion, each of the Sellers severally agrees to sell with full title guarantee, and the Buyer agrees to buy:

2.1.1

the WDL Shares;

2.1.2

the PNR Shares; and

2.1.3

the ECL Shares,

2.2

Each Seller hereby unconditionally and irrevocably waives all rights of pre-emption and any other rights or restrictions on transfer over the Sale Shares held by such Seller conferred by the Constitutional Documents or in any other way.

2.3

The Buyer shall not be obliged to purchase any Sale Shares unless the sale and purchase of all of the Sale Shares is completed simultaneously.

3.

CONSIDERATION

3.1

The consideration for the sale and purchase of:

3.1.1

the WDL Shares is the aggregate of:

(a)

an amount equal to 60% of the WDL Base Price;

(b)

either:

(i)

plus an amount equal to 60% of the difference between the Actual Working Capital Amount and the Working Capital Target if the Actual Working Capital Amount is higher than the Working Capital Target (or, if the Working Capital Target is a negative amount, a less negative or a positive amount), multiplied by 69.53%; or

(ii)

less an amount equal to 60% of the difference between the Actual Working Capital Amount and the Working Capital Target if the Actual Working Capital Amount is lower than the Working Capital Target (or, if the Working Capital Target is a negative amount, a more negative amount), multiplied by 69.53%;

(c)

plus an amount equal to 60% of the Actual Cash Amount, multiplied by 69.53%;

(d)

less an amount equal to 60% of the Actual Indebtedness Amount, multiplied by 69.53%;

(e)

less an amount equal to the Transaction Costs, multiplied by 69.53%; and

(f)

plus any Deferred Consideration payable pursuant to Schedule 12,

3.1.2

the PNR Shares is the aggregate of:

(a)

an amount equal to 60% of the PNR Base Price;

(b)

either:

(i)

plus an amount equal to 60% of the difference between the Actual Working Capital Amount and the Working Capital Target if the Actual Working Capital Amount is higher than the Working Capital Target (or, if the Working Capital Target is a negative amount, a less negative or a positive amount), multiplied by 30.47%; or

(ii)

less an amount equal to 60% of the difference between the Actual Working Capital Amount and the Working Capital Target if the Actual Working Capital Amount is lower than the Working Capital Target (or, if the Working Capital Target is a negative amount, a more negative amount), multiplied by 30.47%;

(c)

plus an amount equal to 60% of the Actual Cash Amount, multiplied by 30.47%;

(d)

less an amount equal to 60% of the Actual Indebtedness Amount, multiplied by 30.47%; and

(e)

less an amount equal to the Transaction Costs, multiplied by 30.47%,

3.1.3

the ECL Shares is an amount equal to 42.8571429% of the ECL Base Price (the "ECL Consideration").

3.2

The WDL/PNR Completion Payment shall be adjusted pursuant to the provisions of Clause 4.

3.3

The WDL Consideration shall be allocated between the Sellers by reference to each Seller's respective WDL Relevant Percentage, the PNR Consideration shall be allocated between the Sellers by reference to each Seller's respective PNR Relevant Percentage and the ECL Consideration shall be allocated between the Sellers by reference to each Seller's respective ECL Relevant Percentage.

3.4

All sums due to the Sellers pursuant to this Agreement shall be paid by telegraphic transfer to the Payment Agent's Bank Account, and payment in such manner shall be accepted by each such Seller as a full and complete discharge of any such obligation and the Buyer shall not be concerned with the application of any such amount between all or any of the Sellers.

3.5

Any amount paid to the Buyer in respect of a Claim or any other claim under this Agreement or any payment in respect of an adjustment pursuant to the provisions of Clause 4 shall, to the extent lawful, be deemed to give rise to a corresponding reduction in:

3.5.1

the ECL Consideration, in the case of such a claim relating wholly or predominantly to ECL;

3.5.2

the PNR Consideration, in the case of such a claim relating wholly or predominantly to PNR; or

3.5.3

the WDL Consideration, in the case of any other such claim.

3.6

The provisions of Schedule 12 shall apply from Completion.

4.

CONSIDERATION ADJUSTMENTS

4.1

As soon as reasonably practicable and in any event within 90 days following Completion, the Buyer shall prepare and deliver to the Sellers' Representative a statement (the "Draft Completion Statement") (together with all relevant supporting schedules and calculations in relation thereto) prepared on the basis set out in Schedule 10 and which shall set out:

4.1.1

a determination of the Actual Cash Amount and the amount (if any) by which such Actual Cash Amount is:

(a)

greater than the Estimated Cash Amount; or

(b)

less than the Estimated Cash Amount;

4.1.2

a determination of the Actual Working Capital Amount and the amount (if any) by which such Actual Working Capital Amount is:

(a)

greater than the Estimated Working Capital Amount; or

(b)

less than the Estimated Working Capital Amount;

4.1.3

a determination of the Actual Indebtedness Amount and the amount (if any) by which such Actual Indebtedness Amount is:

(a)

greater than the Estimated Indebtedness Amount; or

(b)

less than the Estimated Indebtedness Amount; and

4.1.4

a determination of the Actual Transaction Costs and the amount (if any) by which such Actual Transaction Costs is:

(a)

greater than the Estimated Transaction Costs; or

(b)

less than the Estimated Transaction Costs.

4.2

The Buyer undertakes that, on written request of the Sellers' Representative, it shall, and shall procure so far as it is within its powers that each Group Company (to the extent necessary) shall, promptly (and in any event no later than five (5) Business Days after receipt of such written request) make available to the Sellers and their advisors all personnel (including Patrick Woodhead and Kieran Crowley), information, records and explanations reasonably required by the Sellers and their advisors to review and assess the Draft Completion Statement.

4.3

Within 30 Business Days from the date of receipt by the Sellers' Representative of the Draft Completion Statement (or, where the Sellers’ Representative has made a written request pursuant to Clause 4.2, the date on which such personnel access, information, records and/or explanations have been provided in all material respects), the Sellers' Representative shall give notice to the Buyer of any item or items that the Sellers wish to dispute, with the reasons for such dispute and (where practicable) the Sellers' proposed alternative amounts ("Dispute Notice"). If:

4.3.1

by the expiry of such period:

(a)

no Dispute Notice has been received by the Buyer; or

(b)

the Sellers' Representative has given notice to the Buyer that there are no items that the Sellers wish to dispute,

4.3.2

prior to the expiry of such period, the Sellers' Representative serves a Dispute Notice on the Buyer, the Buyer and the Sellers' Representative shall use reasonable endeavours to attempt in good faith to resolve any matters in dispute and agree any changes to the Draft Completion Statement as soon as reasonably practicable and in any event within a period of ten Business Days after receipt of the Dispute Notice (or such longer period as the Buyer and the Sellers' Representative may agree in writing) (the "Resolution Period"); and

4.3.3

at the end of the Resolution Period any matters remain in dispute (the "Disputed Matters"), either the Buyer or the Sellers' Representative may refer the Disputed Matters to the Independent Accountant for determination and the terms of Schedule 11 shall apply.

4.4

Subject to Clause 4.5, the following payments shall be made in respect of the Agreed Completion Statement and in each case treated as an adjustment to the WDL/PNR Completion Payment:

4.4.1

if the Actual Cash Amount is greater than the Estimated Cash Amount, then the Buyer shall pay to each Seller that Seller's Adjustment Percentage of an amount equal to 60% of the difference between the two amounts;

4.4.2

if the Actual Cash Amount is less than the Estimated Cash Amount, then each Seller shall be severally liable to pay to the Buyer that Seller's Adjustment Percentage of an amount equal to 60% of the difference between the two amounts;

4.4.3

if the Actual Working Capital Amount is greater than the Estimated Working Capital Amount (or, if the Actual Working Capital Amount is negative, a less negative or positive amount), then the Buyer shall pay to each Seller that Seller's Adjustment Percentage of an amount equal to 60% of the difference between the two amounts;

4.4.4

if the Actual Working Capital Amount is less than the Estimated Working Capital Amount (or, if the Actual Working Capital Amount is negative, a more negative amount), then each Seller shall be severally liable to pay to the Buyer that Seller's Adjustment Percentage of an amount equal to 60% of the difference between the two amounts;

4.4.5

if the Actual Indebtedness Amount is greater than the Estimated Indebtedness Amount, then each Seller shall be severally liable to pay to the Buyer that Seller's Adjustment Percentage of an amount equal to 60% of the difference between the two amounts;

4.4.6

if the Actual Indebtedness Amount is less than the Estimated Indebtedness Amount, then the Buyer shall pay to each Seller that Seller's Adjustment Percentage of an amount equal to 60% of the difference between the two amounts;

4.4.7

if the Actual Transaction Costs are greater than the Estimated Transaction Costs, then each Seller shall be severally liable to pay to the Buyer that Seller's Adjustment Percentage of an amount equal to the difference between the two amounts; and

4.4.8

if the Actual Transaction Costs is less than the Estimated Transaction Costs, then the Buyer shall pay to each Seller that Seller's Adjustment Percentage of an amount equal to the difference between the two amounts.

4.5

Any amounts payable under Clause 4.4 (i) by the Buyer to a Seller, and (ii) by that same Seller to the Buyer, shall be aggregated and set off against each other, so that each Seller shall only be obliged to make, or entitled to receive from the Buyer, a single payment under Clause 4.4.

4.6

Each Party shall pay any amounts payable by it under Clause 4.4 and 4.5 as soon as reasonably practicable, and in any event, within 10 Business Days after the date of the final agreement or determination of the Agreed Completion Statement:

4.6.1

in the case of a payment by the Buyer to a Seller, in accordance with Clause 3.4; or

4.6.2

in the case of a payment by a Seller to the Buyer, to the Buyer's Nominated Bank Account.

5.

COMPLETION

5.1

Completion shall take place at the office of the Buyer's Solicitors (or virtually or at such other place as the Parties may agree) immediately following the execution of this Agreement.

5.2

On Completion, the Sellers and the Buyer shall each perform their respective obligations set out in Schedule 5.

5.3

Subject to Clause 3.4, the WDL/PNR Completion Payment shall be allocated between the Sellers in accordance with their respective Adjustment Percentage and the ECL Completion Payment shall be allocated between the Sellers in accordance with their respective ECL Relevant Percentage.

6.

WARRANTIES

6.1

The Sellers jointly and severally warrant to the Buyer that each of the Business Warranties and the Tax Warranties is true and accurate at the date of this Agreement.

6.2

Each Seller severally warrants to the Buyer that, in respect of that Seller only, each of the Fundamental Warranties is true and accurate as at the date of this Agreement.

6.3

The Business Warranties and the Tax Warranties are given subject to any matters Disclosed.

6.4

The Sellers' Warranties shall continue in full force and effect notwithstanding Completion and the rights and remedies of the Buyer in respect of a breach of any of the Sellers' Warranties shall not be affected by Completion.

6.5

Each of the Sellers' Warranties shall be separate and independent and, save as expressly provided, shall not be limited by reference to any of the other Sellers' Warranties or any other provision in this Agreement.

6.6

Any statement which refers to the knowledge or belief of the Sellers or so far as the Sellers are aware or any similar expression shall include or be deemed to include their actual knowledge, at the date of this Agreement, after having made reasonable enquiry of the relevant matter of each of Patrick Woodhead, Kieran Crowley, Chester Foster, Ryan Brown and Stuart McFazdean.

7.

WAIVER AND RELEASE OF SELLER RELATED CLAIMS

8.

LIMITATIONS ON LIABILITY

8.1

The liability of the Sellers in respect of Claims, Specific Tax Claims and Specific Indemnity Claims shall be limited as specified in this Clause 8 and Schedule 6, provided that nothing in this Agreement shall operate to qualify, exclude or limit the liability of a Seller in the case of fraud or wilful concealment on the part of that Seller, which: (i) in the case of a Trust Vehicle, shall include fraud or wilful concealment on the part of Patrick Woodhead; and (ii) in the case of any Seller, shall include the actions of a person expressly instructed by that Seller to take specific actions on its behalf which, if undertaken by that Seller itself, would comprise fraud or wilful concealment on the part of that Seller.

8.2

Subject to Clause 8.4 and (in the case of Business Warranty Claims and Tax Warranty Claims) paragraph 2.1 of Schedule 6, the aggregate liability of the Sellers for all:

8.2.1

Fundamental Warranty Claims, Business Warranty Claims and Tax Claims shall not exceed $1.00;

8.2.2

Specific Tax Claims shall not exceed $2,000,000; and

8.2.3

Specific Indemnity Claims shall be the aggregate amount of the limitations for Specific Indemnity Claims as set out in Schedule 13.

8.3

In the event of a Fundamental Warranty Claim, a Business Warranty Claims or a Tax Claim, the Buyer's sole recourse above the limit set out in Clause 8.2.1 above shall be against any amounts available in respect of such Claim under the W&I Policy.

8.4

The aggregate liability of each Seller for all claims under this Agreement shall not exceed the aggregate WDL Consideration, PNR Consideration and ECL Consideration (as applicable) paid to that Seller pursuant to this Agreement.

8.5

The Buyer is not entitled to recover damages or otherwise obtain payment, reimbursement or restitution or indemnity under the Sellers' Warranties, the Specific Indemnity Matters, the Tax Schedule or any other provision of this Agreement or any other Transaction Document (or otherwise) more than once in respect of the same loss, shortfall, damage, liability, deficiency, breach or other event or circumstance.

8.6

Nothing in this Agreement will in any way restrict or limit the general obligation at law of the Buyer (or the relevant members of the Buyer's Group) to mitigate any loss or damage which it may suffer as a result of any matter giving rise to any claim under this Agreement.

8.7

The Buyer agrees that rescission shall not be available as a remedy for any claim under this Agreement and it agrees not to seek that remedy.

9.

W&I POLICY

9.1

The Buyer will procure, at its cost and expense a warranty and indemnity insurance policy in connection with the Transaction, including but not limited to in respect of this Agreement (the "W&I Policy").

9.2

The Sellers' only contribution to the cost of the W&I Policy shall be the W&I Contribution, which shall be satisfied solely by way of deduction from the WDL/PNR Completion Payment in accordance with the definition of "WDL/PNR Completion Payment" and the Sellers shall not be liable to the Buyer for any amount representing, any premium, Tax, costs, fees, excess or retention under or in connection with the W&I Policy (other than the W&I Contribution).

9.3

The Buyer acknowledges and agrees that, subject to Clause 8.1, the cap on the Sellers’ liability set out in Clause 8.2.1 shall apply notwithstanding any subsequent non-payment under the W&I Policy, any defect of the W&I Policy, the vitiation, expiry or termination of the W&I Policy, any insolvency of the insurer(s) under the W&I Policy (the "W&I Insurer") or any underwriter of the W&I Policy or any failure of the Buyer to complete the purchase of (or otherwise incept) the W&I Policy.

9.4

The Buyer shall procure that the W&I Policy shall contain:

9.4.1

an express waiver, in the agreed form, from the W&I Insurer in favour of the Sellers irrevocably waiving all its rights to take subrogated action or to exercise rights assigned to it against the Sellers in relation to any Claim or any other claim pursuant to this Agreement (except, in respect of a Seller, in the event of fraud or wilful concealment by that Seller, which: (i) in the case of a Trust Vehicle, shall include fraud or wilful concealment on the part of Patrick Woodhead; and (ii) in the case of any Seller, shall include the actions of a person expressly instructed by that Seller to take specific actions on its behalf which, if undertaken by that Seller itself, would comprise fraud or wilful concealment on the part of that Seller); and

9.4.2

express provisions to allow for such waiver to be enforceable by the Sellers under the Contracts (Rights of Third Parties) Act 1999.

9.5

The Buyer undertakes:

9.5.1

not to agree any amendments, waivers or variations (or do anything with similar effect) to the subrogation provisions of the W&I Policy to the extent that such amendment, waiver or variation would affect any Seller's liability under this Agreement including the effectiveness of the waiver referenced in Clause 9.4.1; and

9.5.2

without limitation to any right of the Sellers separately to enforce such terms, to use its reasonable endeavours to enforce any term in the W&I Policy under which the W&I Insurer waives its rights to take subrogated action against the Sellers or their Affiliates on the terms set out in the W&I Policy.

10.

INDEMNITIES

11.

TAX MATTERS

12.

BUYER'S WARRANTIES

13.

POST-COMPLETION OBLIGATIONS

13.1

The Sellers shall procure as soon as reasonably practicable following Completion, and no later than 14 days thereafter, that a notification is made to the Financial Services Commission of Mauritius in respect of the Transaction. 

13.2

If and to the extent such actions have not been completed prior to Completion, each Party undertakes, so far as it is in their power to do so, to procure that as soon as reasonably practicable, and in any event within ten (10) Business Days of Completion:

13.2.1

all images, videos, and/or text that implies an association with any third party's business or Intellectual Property Rights is removed from the marketing materials and website of the ECL business; and

13.2.2

the website for the ECL business is updated to reflect New Branding.

13.3

Each Party shall, so far as it is in their power to do so, to procure that:

13.3.1

ECL withdraws any trademark applications relating to its former branding;

13.3.2

ECL is generally branded in line with the New Branding (or such other branding as may be agreed between the Buyer and Patrick Woodhead) in all material respects;

13.3.3

each Group Company completes and files IRS form 8832 to be treated as a disregarded entity for US federal income tax purposes with an effective date prior to Completion; and

13.3.4

the Group uses reasonable endeavours to procure that its third-party aircraft operators shall:

(a)

remediate any material deficiencies in the Group's aviation operations identified prior to Completion to a standard consistent with usual industry practice for remote aviation operations, and

(b)

maintain and enhance the Group's aviation safety and operational standards such that they are consistent with usual industry practice for remote aviation operations.

14.

ECL SUBSCRIPTION

14.1

As soon as reasonably practicable, and in any event no later than the end of the second Business Day after the Completion Date, the Buyer shall subscribe for the Additional ECL Shares pursuant to the ECL Subscription Letter at a subscription price of $70,000.000175 per Additional ECL Share and shall pay the aggregate subscription price, being the ECL Investment Amount, to the following account:

Bank:

Bank Address:

Account No:

SWIFT:

IBAN:

14.2

The Buyer and each other Party which is a shareholder in ECL at the relevant time undertakes to use all reasonable endeavours to, to the extent it is within that Party’s powers to do so, procure that ECL:

14.2.1

takes all actions and passes all board and shareholder approvals (in the agreed form) reasonably required to issue the Additional ECL Shares to the Buyer (subject to receipt of the ECL Investment Amount) and complete the ECL Subscription in accordance with Clause 14.1;

14.2.2

on completion of the ECL Subscription in accordance with Clause 14.1, issues to the Buyer a new share certificate in respect of the Additional ECL Shares and updates its register of shareholders to reflect the Buyer's ownership of the Additional ECL Shares; and

14.2.3

as soon as reasonably practicable following completion of the ECL Subscription (and no later than 14 (fourteen) days thereafter) notifies the Financial Services Commission of Mauritius in respect of the ECL Subscription.

15.

POWER OF ATTORNEY

15.1

The Buyer shall use reasonable endeavours to pay or settle (or procure the payment or settlement of) any stamp duty and any other Tax due in relation to the transfer of the Sale Shares (or any of them) as soon as reasonably practicable following Completion and in any event no later than the date on which such amount is required to be paid or settled under Applicable Law.

15.2

From Completion and for so long after Completion as the Sellers remain the registered holders of any Sale Shares, each Seller appoints the Buyer to be its lawful attorney to exercise all rights in relation to all such Sale Shares as the Sellers retain as the Buyer in its absolute discretion sees fit.

15.3

The power of attorney given in Clause 15.2 shall be irrevocable, save with the consent of the Buyer, and is given by way of security to secure the proprietary interest of the Buyer as the purchaser of the Sale Shares, but shall expire on the date on which the Buyer is entered in the register of members of each of the Companies as holder of the Sale Shares.

15.4

For so long as the power of attorney given in Clause 15.2 remains in force, each Seller severally undertakes:

15.4.1

not to exercise any rights which attach to the relevant Sale Shares or are exercisable in its capacity as registered holder of the relevant Sale Shares without the Buyer's prior written consent;

15.4.2

to hold on trust for the Buyer all dividends and other distributions of profits or assets received by such Seller in respect of the relevant Sale Shares and to promptly notify the Buyer as attorney of anything received by such Seller in its capacity as registered holder of the relevant Sale Shares;

15.4.3

to act promptly in accordance with the Buyer's instructions in relation to any rights exercisable or anything received by it in its capacity as registered holder of the relevant Sale Shares; and

15.4.4

to ratify whatever the Buyer may do as attorney in its name or on its behalf in exercising the powers contained in this Clause 14.

15.5

Nothing in this Clause 14 shall: (i) require any Seller to take any action (or require it to omit to take any action) that would breach any Applicable Law; nor (ii) entitle the Buyer to exercise any rights, or require a Seller to take any action, with respect to the Sale Shares that would compromise or otherwise fetter the rights of a Seller with respect to any other shares held in the Companies which are not Sale Shares.

16.

CONFIDENTIALITY AND ANNOUNCEMENTS

16.1

Subject to Clauses 16.3 and 16.4, each Party undertakes to each other Party and each Group Company that it shall: (i) keep confidential and not disclose any information relating to the transactions contemplated by this Agreement including the terms of this Agreement and the other documents contemplated by it, in each case, existing in whatever form and (without prejudice to the foregoing); and (ii) it will not, directly or indirectly, at any time following Completion make use of or disclose any Confidential Information, in each case other than as is required for:

16.1.1

the exercise and performance of such Party's rights and obligations under this Agreement; or

16.1.2

the proper performance of such Party's duties to a Group Company.

16.2

Subject to Clauses 16.3 and 16.4, the Parties agree that any announcement, communication or circular by or on behalf of any Party relating to this Agreement and/or the transactions contemplated by it shall be in terms agreed between the Buyer and the Sellers' Representative.

16.3

Clause 16.1 does not apply to any announcement, communication, circular or use or disclosure of Confidential Information:

16.3.1

which comes into the public domain otherwise than by breach of Clause 16.1;

16.3.2

the disclosure or use of which is required by Applicable Law;

16.3.3

the disclosure or use of which is made in relation to a written request made pursuant to Clause 4.2 or in accordance with Clauses 16.1 or 16.2.

16.3.4

which is required to be given to the auditors, the officers or Employees of any Party or their connected persons (provided the relevant information is disclosed on a confidential basis);

16.3.5

which contains no information regarding the transactions contemplated by this Agreement or any other Transaction Document;

16.3.6

which is required pursuant to the rules of any stock exchange on which the securities of a Party or its Affiliate are traded;

16.3.7

which is made on a confidential basis to the professional advisers of either Party or which is required to be made in order to enforce the terms of this Agreement; or

16.3.8

which has been agreed between the Parties to which the Confidential Information relates.

16.4

Neither Party shall be in breach of the provisions of Clause 16.2 as a result of providing information regarding this Agreement and the transactions contemplated hereby to its shareholders, advisers, managers, general partners, limited partners, or investors which they advise, where relevant, or, in respect of any Seller which is a trustee, to the settlors and/or beneficiaries of that trust.

17.

COSTS

17.1

Except where expressly stated otherwise, each Party to this Agreement will bear its own costs and expenses relating to the negotiation, preparation, execution and implementation of this Agreement.

17.2

The Buyer is responsible for the payment of all and any stamp duty due or payable in relation to the transfer of the Sale Shares (or any of them).

18.

INTEREST

19.

NOTICES

19.1

Any notice or other communication given in connection with this Agreement will be in writing and will be delivered personally, sent by pre-paid first class post (or air mail if overseas), or by email to the relevant Party's address set out in Clause 19.3, in any case, to any other address which the recipient has notified in writing to the sender received not less than 20 Business Days before the notice was despatched.

19.2

A notice or other communication is deemed received:

19.2.1

if delivered personally, upon delivery at the address provided for in Clause 19.1; or

19.2.2

if sent by pre-paid first class post (other than air mail), on the second Business Day after posting it;

19.2.3

if sent by air mail, on the fifth Business Day after posting it; or

19.2.4

if sent by email, at the time of sending (save where the sender receives a notification that the email has failed to deliver),

19.3

The address for each Party referred to in Clause 19.1 shall be:

In relation to the Buyer

In relation to a Seller

Address:

Address: the address given for that Seller in Schedule 1, subject to Clause 19.4

Attention:

Attention: that Seller

Email:

Email: the address given for that Seller in Schedule 1, subject to Clause 19.4

With a copy, which shall not constitute notice, to:

With copies to, which shall not constitute notice, to:

and

19.4

A Party or the Sellers’ Representative may change its details for service of notices by giving notice to each of the other Parties. Any change notified pursuant to this Clause shall take effect at 9.00 am on the later of:

19.4.1

the date, if any, specified in the notice as the effective date for the change; and

19.4.2

five (five) Business Days after deemed receipt of the notice of change.

20.

SELLERS' REPRESENTATIVE

20.1

Subject to any change made in accordance with Clause 20.2, each Seller hereby appoints Jamieson Alexander Audit Limited (company number 11130433), with (subject to Clause 19.4):

20.1.1

sign, deliver and accept receipt of any notice, request, proposal or consent or other communication relating to this Agreement or any Transaction Document where expressly permitted or provided for by this Agreement or any Transaction Document;

20.1.2

agree to amend this Agreement (in accordance with Clause 25.2);

20.1.3

act on that Seller's behalf in relation to all matters which this Agreement expressly provides to be agreed or done by the Sellers' Representative; and

20.1.4

engage professional advisors and withhold funds from the Sellers for the purpose of paying the reasonable and properly incurred fees of such advisors.

20.2

The identity of the Sellers' Representative may only be changed with the prior written consent of a majority in number of the Sellers, provided that such consent has been signed by White Desert Holdings (Mauritius) Ltd and that the Buyer has been notified of the same (and such change shall take place on such notification).

20.3

The Parties agree that any obligation on the Buyer to notify the Sellers of any matter pursuant to this Agreement may be performed by notification to the Sellers' Representative, and no Seller shall have any right of claim against the Buyer for failure to receive notification, where notice has been validly served on the Sellers' Representative.

21.

ASSIGNMENT

21.1

Subject to Clause 21.2, this Agreement is personal to the Parties and neither this Agreement nor any of the benefits arising under it shall be assignable without the prior written consent of the other Parties and no Party shall purport to assign or transfer the same without such consent.

21.2

The Buyer may only assign its rights under this Agreement without complying with Clause 21.1:

21.2.1

to any of its connected persons (provided that if the assignee ceases to be a connected person of the Buyer, it shall immediately assign its rights under this Agreement to the Buyer or a connected person of the Buyer); or

21.2.2

by way of security to any bank(s) and/or financial institution(s) lending money or making other banking facilities available to the Buyer or any of its connected persons (provided that the Sellers and the Sellers' Representative may continue to deal with the Buyer in connection with all matters arising under this Agreement unless the Sellers receive written notice of any enforcement of the relevant security interest),

22.

FURTHER ASSURANCE

22.1

The Buyer and the Sellers shall, and shall use all reasonable endeavours to procure that any relevant third party shall, do and execute and perform all such further deeds, documents, assurances, acts and things as may reasonably be required to give effect to this Agreement, in each case at their own expense.

23.

CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

23.1

Except as expressly provided in this Agreement, a person who is not a Party shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any term of this Agreement provided that this does not affect any right or remedy of the third party which exists or is available apart from such act.

23.2

Each Group Company may enforce Clause 16 under the Contracts (Rights of Third Parties) Act 1999 and ECL may enforce Clause 14 under the Contracts (Rights of Third Parties) Act 1999.

23.3

No variation or termination of this Agreement shall require the consent or approval of any person other than the Parties.

24.

ENTIRE AGREEMENT

24.1

This Agreement (together with any documents referred to herein or required to be entered into pursuant to this Agreement) contains the entire agreement and understanding of the Parties and supersedes all prior agreements, letters, understandings, undertakings, warranties or arrangements (both oral and written) relating to the subject matter of this Agreement and any such document.

24.2

Each of the Parties acknowledges and agrees that in entering into this Agreement (together with any documents referred to herein or required to be entered into pursuant to this Agreement) it does not rely on, and shall have no remedy in respect of, any undertaking, promise, assurance statement, warranty or understanding (whether in writing or not) of any person (whether a Party or not) other than as expressly set out in this Agreement as a Sellers' Warranty or a Buyer's Warranty.

24.3

Each Party agrees that its only liability in respect of those warranties that are set out in this Agreement shall be for breach of contract.

24.4

Nothing in this Clause shall, however, operate to limit or exclude any liability for fraud or wilful concealment.

25.

GENERAL

25.1

Unless otherwise provided, any outstanding obligation contained in this Agreement will remain in full force and effect notwithstanding Completion.

25.2

No future variation of this Agreement will be valid unless it is in writing and signed by or on behalf of the Buyer and the Sellers' Representative (having obtained the approval of Sellers who immediately prior to Completion held in aggregate no less than 70% of the WDL Shares held by the Sellers at such time). Notwithstanding the foregoing, any variation to this Agreement that (i) imposes or increases the obligations or liability of a Seller, or (ii) adversely or prejudicially affects the rights of a Seller or a Seller’s entitlement to any of the WDL Consideration, the PNR Consideration or the ECL Consideration, shall require such Seller's prior written consent.

25.3

If any provision of this Agreement is held to be unenforceable or illegal, in whole or in part, such provision or part shall to that extent be deemed not to form part of this Agreement but the enforceability of the remainder of this Agreement shall remain unaffected.

25.4

The failure to exercise or delay in exercising a right or remedy under this Agreement shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies and no single or partial exercise of any right or remedy under this Agreement shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy.

25.5

The Parties' rights and remedies contained in this Agreement are in addition to, and not exclusive of, any other rights or remedies available at law.

25.6

This Agreement may be executed in any number of counterparts and by the Parties to it on separate counterparts, each of which when executed and delivered will be an original, but all the counterparts will together constitute one and the same agreement.

25.7

All sums payable pursuant to this Agreement shall be paid free and clear of all deductions or withholdings whatsoever (save for any deductions or withholdings on account of Tax that are required by law).

26.

PROCESS AGENT

26.1

Each Seller irrevocably appoints Jamieson Alexander (Nominees) Ltd (company number 17433214) of Unit B2 The Point, Weaver Road, Lincoln, Lincolnshire, England, LN6 3QN as its agent to receive, accept and acknowledge on its behalf service of process in England in any proceedings under this Agreement, service upon whom shall be deemed completed on delivery to that agent whether or not such documents are ultimately provided to that Seller.

26.2

The Sellers shall inform the Buyer in writing of any change of address of the process agent of such Party within ten (10) days of such change.

26.3

If the process agent ceases to be able to act as such or to have an address in England, each Seller shall appoint a new process agent in England and deliver to the Buyer, within ten (10) days a copy of a written acceptance of appointment by such new process agent.

27.

PRIVILEGE

27.1

The Parties acknowledge and agree that:

27.1.1

Bristows LLP, Kilpatrick Townsend & Stockton LLP and C&A Friedlander Attorneys (together, the "Law Firms", and each a "Law Firm") has each acted, whether on the instructions of the Companies, the Sellers or both, prior to Completion, for the purpose of serving as counsel to and advising the Companies and/or the Sellers (as applicable) in connection with the preparation and negotiation of this Agreement, the other Transaction Documents, and the Transaction;

27.1.2

in such capacity, each Law Firm has, or may have had, access to confidential or privileged information of the Group Companies and Sellers (the "Company Information") directly relating to the services that it has provided to the Companies and the Sellers (as applicable);

27.1.3

in addition, the Law Firms have, in connection with the foregoing services, delivered or exchanged communications, either in writing or electronically, between the Sellers, and/or to or with the managers, directors, officers, accounting firm, employees and/or other representatives of the Companies, as well as having developed or prepared files, attorney notes, drafts or other documents directly relating to this Agreement, the Transaction Documents and the Transaction, which pre-date Completion (collectively, the "Law Firm Work Product");

27.1.4

each Law Firm shall be entitled to retain a copy of the Law Firm Work Product and the Parties shall procure that the Companies waive their right to demand the destruction of the Law Firm Work Product;

27.1.5

the Buyer, on behalf of itself and each of the present and future members of the Buyer's Group, acknowledges and agrees that:

(a)

all Law Firm Work Product that is entitled to the protection of the attorney-client privilege, legal advice privilege, litigation privilege or any other analogous doctrine protecting confidential communications with a legal adviser from compulsory disclosure (together, "Privilege") under Applicable Law and any attendant Privilege, work product protection (or equivalent protection under Applicable Law) and expectation of client confidentiality with respect thereto or the Law Firms' engagement shall be deemed to belong solely to the Sellers; and

(b)

except as set forth herein, no Law Firm Work Product shall pass to or be claimed, held, or used by the Group Companies or by the Buyer or any present or future members of the Buyer Group upon or after Completion, and shall not be deemed to have been waived by any Seller,

27.1.6

notwithstanding anything to the contrary in this Agreement, and except in the case of a Third Party Claim, Sellers are not obliged to provide Law Firm Work Product that is entitled to the protection of Privilege under Applicable Law to the Buyer.

27.2

The following provisions shall apply if any dispute arises after Completion relating in any manner to this Agreement or any other agreement between any Sellers, on the one hand, and the Buyer or any present and future members of the Buyer's Group, on the other hand, relating to this Agreement, the Transaction Documents and/or the Transaction (a "Post-Completion Dispute"):

27.2.1

the Buyer, on behalf of itself and the present and future members of the Buyer's Group, hereby consents to the Law Firms' continuing to act for, or being engaged by, Sellers in such Post-Completion Dispute and, to the extent permitted by Applicable Law, hereby waives any conflict of interest arising therefrom;

27.2.2

the Buyer, on behalf of itself and the present and future members of the Buyer's Group, acknowledges that such consent and waiver is voluntary, has been carefully considered and made after consultation with counsel;

27.2.3

notwithstanding anything to the contrary in this Agreement, in any Post-Completion Dispute, to the extent that any Company Information is in a Law Firm's possession as of Completion, such Company Information may be used on behalf of Sellers in connection with such Post-Completion Dispute;

27.2.4

in any Post-Completion Dispute, the Buyer, on behalf of itself and the present and future members of the Buyer's Group, waives the right to present any Law Firm Work Product that is entitled to the protection of Privilege under Applicable Law as evidence in any action arising out of or related to any Post-Completion Dispute; and

27.2.5

the Buyer, on behalf of itself and the present and future members of the Buyer's Group, waives any right to access any Law Firm Work Product or files of a Law Firm that are in the possession of that Law Firm and are related to this Agreement, the Transaction Documents and the Transaction, except as reasonably necessary in connection with any action that is not a Post-Completion Dispute.

28.

LAW AND JURISDICTION

28.1

This Agreement and any non-contractual obligations arising out of or in connection with it will be governed by, and shall be construed in accordance with, English law.

28.2

The English courts will have exclusive jurisdiction in relation to any dispute or claim which arises out of or in connection with this Agreement (including without limitation any non-contractual obligations). The Parties irrevocably agree to submit to that jurisdiction.

(1)

Seller

(2)

Total shares held in WDL

(3)

Total shares held in PNR

(4)

Total shares held in ECL

(5)

No. Sale Shares

(6)

WDL Relevant Percentage (%)

(7)

PNR Relevant Percentage (%)

(8)

ECL Relevant Percentage (%)

(9)

Adjustment Percentage (%)

1,850 Ordinary Shares

11.91 Unlimited Ordinary Shares

5.96 Ordinary Shares

WDL Shares:

1,110 Ordinary Shares

11.91

11.91

5.96

11.91

PNR Shares:

7.146 Unlimited Ordinary Shares

ECL Shares:

2.55428571684 Ordinary Shares

450 Ordinary Shares

2.90 Unlimited Ordinary Shares

1.45 Ordinary Shares

WDL Shares:

270 Ordinary Shares

2.90

2.90

1.45

2.90

PNR Shares:

1.74 Unlimited Ordinary Shares

ECL Shares:

0.62142857205 Ordinary Shares

2,990 Ordinary Shares

19.25 Unlimited Ordinary Shares

9.63 Ordinary Shares

WDL Shares:

1,794 Ordinary Shares

19.25

19.25

9.63

19.25

PNR Shares:

11.55 Unlimited Ordinary Shares

ECL Shares:

4.12714286127 Ordinary Shares

660 Ordinary Shares

4.25 Unlimited Ordinary Shares

2.12 Ordinary Shares

WDL Shares:

396 Ordinary Shares

4.25

4.25

2.12

4.25

PNR Shares:

2.55 Unlimited Ordinary Shares

ECL Shares:

0.90857142948 Ordinary Shares

460 Ordinary Shares

2.96 Unlimited Ordinary Shares

1.48 Ordinary Shares

WDL Shares:

276 Ordinary Shares

2.96

2.96

1.48

2.96

PNR Shares:

1.776 Unlimited Ordinary Shares

ECL Shares:

0.63428571492 Ordinary Shares

1,200 Ordinary Shares

7.73 Unlimited Ordinary Shares

3.86 Ordinary Shares

WDL Shares:

720 Ordinary Shares

7.73

7.73

3.86

7.73

PNR Shares:

4.638 Unlimited Ordinary Shares

ECL Shares:

1.65428571594 Ordinary Shares

7,690 Ordinary Shares

0 Unlimited Ordinary Shares

0 Ordinary Shares

WDL Shares:

4,614 Ordinary Shares

49.52

0

0

34.43

PNR Shares:

0 Unlimited Ordinary Shares

ECL Shares:

0 Ordinary Shares

0 Ordinary Shares

49.50 Unlimited Ordinary Shares

75.50 Ordinary Shares

WDL Shares:

0 Ordinary Shares

0

49.50

75.50

15.08

PNR Shares:

29.7 Unlimited Ordinary Shares

ECL Shares:

32.35714288950 Ordinary Shares

230 Ordinary Shares

1.50 Unlimited Ordinary Shares

0 Ordinary Shares

WDL Shares:

138 Ordinary Shares

1.48

1.50

0

1.49

PNR Shares:

0.9 Unlimited Ordinary Shares

ECL Shares:

0 Ordinary Shares

TOTAL

15,530 Ordinary Shares

100 Unlimited Ordinary Shares

100 Ordinary Shares

WDL Shares:

9,318 Ordinary Shares

100

100

100

100

PNR Shares:

60 Unlimited Ordinary Shares

ECL Shares:

42.8571429 Ordinary Shares

Company Name:

White Desert Ltd

Registered number:

05655519

Registered office:

Date and place of incorporation:

Accounting reference date:

Issued share capital:

Directors:

Secretary:

N/A

Shareholder(s):

The Sellers in the proportions set out in Schedule 1

Charges:

N/A

Company Name:

White Desert Africa (Pty) Ltd

Registered number:

Registered office:

Date and place of incorporation:

Accounting reference date:

Issued share capital:

Directors:

Secretary:

None

Shareholder(s):

WDL 100%

Charges:

N/A

Company Name:

White Desert Investments (Pty) Ltd

Registered number:

Registered office:

Date and place of incorporation:

Accounting reference date:

Issued share capital:

Directors:

Secretary:

None

Shareholder(s):

WDL 100%

Charges:

N/A

Company Name:

White Desert Car Rental (Pty) Ltd

Registered number:

Registered office:

Date and place of incorporation:

Accounting reference date:

Issued share capital:

Directors:

Secretary:

None

Shareholder(s):

White Desert Investments Pty Ltd

Charges:

N/A

Company Name:

PNR Airways Ltd

Registered number:

Registered office:

Date and place of incorporation:

Accounting reference date:

Issued share capital:

Directors:

Gael Duchenne

Vanida Paupiah

Secretary:

Sanlam Trustees International Limited

Management Company

Sanlam Trustees International Limited

Shareholder(s):

The Sellers in the proportions set out in Schedule 1

Charges:

Company Name

Echo Charlie Ltd

Registered number:

Registered office:

Date and place of incorporation:

Accounting reference date:

Issued share capital:

Directors

Secretary

Sanlam Trustees International Limited

Management Company

Sanlam Trustees International Limited

Shareholder(s)

The Sellers in the proportions set out in Schedule 1

Charges:

1.

TITLE

1.1

Such Seller is the sole legal and beneficial owner of:

1.1.1

the shares in WDL set out opposite such Seller's name in column (2) of the table in Schedule 1;

1.1.2

the shares in PNR set out opposite such Seller's name in column (3) of the table in Schedule 1; and

1.1.3

the shares in ECL set out opposite such Seller's name in column (4) of the table in Schedule 1.

1.2

Such Seller has not granted any Encumbrance (other than any Encumbrance provided for in any Constitutional Documents, any Transaction Document or otherwise imposed by Applicable Law) over or in respect of any of:

1.2.1

the shares in WDL set out opposite such Seller's name in column (2) of the table in Schedule 1;

1.2.2

the shares in PNR set out opposite such Seller's name in column (3) of the table in Schedule 1; and

1.2.3

the shares in ECL set out opposite such Seller's name in column (4) of the table in Schedule 1,

1.3

Such Seller has the right to exercise all voting and other rights over and has the right to transfer legal and beneficial title to the Sale Shares set out opposite such Seller's name in column (5) of the table set out in Schedule 1.

1.4

Except pursuant to the Transaction Documents, there are no subsisting agreements, arrangements, commitments or understandings which provide for the present or future, transfer, issue, redemption or grant to any person the right (whether conditional or otherwise) to require the transfer or redemption of any of the Sale Shares held by such Seller.

1.5

Except pursuant to the Transaction Documents, such Seller has not granted any person any right (exercisable now or in the future and whether contingent or not) to call for or require the allotment, issue, creation or transfer of any shares or any other share capital, loan capital or other securities in any Group Company.

2.

CAPACITY

2.1

Such Seller has all requisite power and authority to enter into and perform this Agreement and the other Transaction Documents which are to be executed by such Seller at Completion in accordance with their respective terms, and are freely able to do so without requiring the consent, approval or authority of any other person.

2.2

This Agreement and the other Transaction Documents to which such Seller is a party constitute (or shall constitute when executed and delivered) valid, legal and binding obligations on such Seller in accordance with their respective terms.

2.3

The execution and delivery by such Seller of, and the performance of such Seller's obligations under, this Agreement and all other Transaction Documents to be executed by such Seller will not:

2.3.1

conflict with or result in a breach of or constitute a default under any agreement or instrument to which such Seller is a party;

2.3.2

conflict with or result in a breach of any law or regulation, or of any order, injunction, judgement or decree of any court, that applies to such Seller; or

2.3.3

in the case of a Seller that is a body corporate, conflicts with or breaches the terms of such Seller's articles of association, bylaws, charter, trust deed, or other such constitutional documents as may apply in respect of such Seller.

3.

DULY INCORPORATED

3.1

If such Seller is a body corporate, that Seller is validly existing under the laws of its incorporation and has full power under its memorandum and articles of association (or equivalent) to conduct its business as conducted as at the date of this Agreement.

4.

DISPUTES

4.1

Such Seller is not involved in any dispute or litigation, arbitration, mediation or other proceedings in any way relating to a Group Company or the Sale Shares owned by such Seller (including as to the title to such Sale Shares or the ability to transfer such Sale Shares), nor are there any facts, matters or circumstances of which such Seller is aware which are likely to result in any such dispute or litigation, arbitration, mediation or other proceedings.

5.

SELLER SOLVENCY

5.1

Such Seller has not at any time:

5.1.1

been the subject of a bankruptcy order;

5.1.2

had a bankruptcy petition filed against such Seller;

5.1.3

had an administrator appointed, no notice has been given or filed with the court of an intention to appoint an administrator and no petition or application has been presented, or order made, for the appointment of an administrator;

5.1.4

had a receiver or administrative receiver appointed, nor any notice given of the appointment of any such person;

5.1.5

had a petition presented, order made, or resolution passed for winding up or for the appointment of a liquidator or provisional liquidator;

5.1.6

entered into a compromise or arrangement with creditors (within the meaning of applicable insolvency laws) has been made;

5.1.7

entered into an individual voluntary arrangement, a deed of arrangement or into any other composition or arrangement with creditors in satisfaction of such Seller's debts; or

5.1.8

had any distress, execution or other process levied or applied for in respect of the whole or any part of any of such Seller's property or assets,

6.

SELLER COMPLIANCE

6.1

Such Seller has not at any time:

6.1.1

been the subject of Sanctions;

6.1.2

so far as such Seller is aware, been an Affiliate of a person who is subject to Sanctions; or

6.1.3

been investigated or convicted of any offence under Anti-Corruption Law or AML Law.

1.

THE GROUP

1.1

The particulars and information set out in Schedule 2 in relation to the Group are true and accurate.

1.2

WDL, PNR, ECL, or another Group Company is the legal and beneficial owner of the entire issued share capital of each Subsidiary free from any Encumbrances.

1.3

Other than the Group Companies set out in Schedule 2 no Group Company owns or has historically owned, any legal or beneficial interest in the share capital or other securities of any other body corporate.

1.4

True and complete copies of the Constitutional Documents of each Group Company have been disclosed in the Data Room.

1.5

Each Group Company has complied in all material respects with its Constitutional Documents.

1.6

The shares listed in column (2) of the table set out in Schedule 1 constitute the whole of the allotted and issued share capital of WDL and are validly allotted and issued and fully paid up (or credited as fully paid up).

1.7

The shares listed in column (3) of the table set out in Schedule 1 constitute the whole of the allotted and issued share capital of PNR and are validly allotted and issued and fully paid up (or credited as fully paid up).

1.8

The shares listed in column (4) of the table set out in Schedule 1 constitute the whole of the allotted and issued share capital of ECL and are validly allotted and issued and fully paid up (or credited as fully paid up).

1.9

Except pursuant to the Transaction Documents, there are no subsisting agreements, arrangements, commitments or understandings which provide for the present or future allotment, issue, transfer, redemption or repayment of, or grant to any person the right (whether conditional or otherwise) to require the allotment, issue, transfer, redemption or repayment of, any share, security or loan capital in or in respect of any Group Company (including any option or right of pre-emption or conversion).

1.10

Within the three (3) years prior to the date of the Agreement, all material returns, particulars, resolutions and documents required by Applicable Law to be filed with or delivered to the applicable Corporate Registry in respect of a Group Company has been duly filed or delivered (as the case may be) within the relevant time limits, and when so filed were in accordance with Applicable Law in all material respects.

1.11

The statutory books and registers of each Group Company:

1.11.1

are complete and accurate in all material respects;

1.11.2

are up to date in all material respects;

1.11.3

have been maintained and retained in accordance with the Applicable Law in all material respects; and

1.11.4

are in the possession or under the control of the Group.

1.12

Each Group Company has in the five (5) years prior to the date of this Agreement in all material respects complied with and conducted its affairs in accordance with Applicable Law.

1.13

Each Group Company has complied in all material respects with Applicable Law in connection with:

1.13.1

the allotment or issue of any shares or other securities;

1.13.2

any alteration, redemption, repurchase of its share capital; and

1.13.3

in relation to all distributions and dividends declared, made or paid.

1.14

No Director is, or has at any time within the three (3) years prior to the date of the Agreement been, subject to any disqualification order under the Company Directors Disqualification Act 1986 or under any other Applicable Law relating to the disqualification of directors and officers, or, so far as the Sellers are aware, is (or was at any time within the three (3) years prior to the date of the Agreement) the subject of any investigation or proceedings capable of leading to a disqualification order being made.

1.15

No Group Company is under any obligation to indemnify any Director or other officer or employee thereof in respect of any liability which would otherwise attach to him in respect of any negligence, default, breach of duty or breach of trust in relation to a Group Company, save to the extent provided for in any Constitutional Document.

1.16

There is no person who could be considered a shadow director of any Group Company.

2.

SOLVENCY

2.1

No Group Company is:

2.1.1

unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (or, in any other jurisdiction, analogous provisions under the applicable insolvency legislation);

2.1.2

the subject of an order or petition presented or meeting convened for the purpose of considering a resolution for the winding up of such Group Company, nor has any such resolution been passed; or

2.1.3

the subject of a process which is reasonably likely to lead to such Group Company being dissolved and its assets being distributed among its creditors or shareholders,

2.2

No Group Company has been notified in writing of any steps taken (in any jurisdiction, and whether in or out of court) to initiate any process whereby:

2.2.1

any receiver (including any administrative receiver) is appointed in respect of the whole or any part of any of the assets, property or undertaking of such Group Company;

2.2.2

any administrator is appointed in relation to such Group Company, or any notice is given of an intention to appoint an administrator (whether by such Group Company, the Directors, a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986) or otherwise); or

2.2.3

any person is appointed to manage the affairs, business, assets, property or undertaking of such Group Company on behalf of some or all of the creditors or the holder(s) of a charge over any part of the assets of such Group Company,

2.3

No composition in satisfaction of or moratorium in respect of the debts of a Group Company or scheme of arrangement of their respective affairs or compromise or arrangement between each of them and their respective creditors and/or members or any class of its creditors and/or members has been, so far as the Sellers are aware, proposed, sanctioned or approved.

2.4

So far as the Sellers are aware, no distress, distraint, charging order, garnishee order, execution or other process been levied or applied for in respect of the whole or any part of any of the property, assets or undertaking of a Group Company.

2.5

So far as the Sellers are aware, no Group Company has been a party to any transaction with any person which, in the event of such person going into liquidation or being the subject of an administration order or a bankruptcy order, will constitute (whether in whole or in part) a transaction at an undervalue, a preference, an invalid floating charge or an extortionate credit transaction or part of a general assignment of debts pursuant to the Insolvency Act 1986 or analogous legislation.

2.6

None of the Sale Shares were, or represent assets that were, the subject of a transfer at an undervalue (within the meaning of section 238 or 339 of the Insolvency Act 1986) within the three (3) years prior to the date of this Agreement.

3.

FINANCIAL INFORMATION

3.1

The WDL Accounts have been prepared:

3.1.1

in accordance with the standards, principles and practices specified on the face of the WDL Accounts and in compliance with the provisions of the Act and further in accordance with accounting standards, policies, principles and practices generally accepted in the United Kingdom; and

3.1.2

on a basis consistent with that adopted in preparing the accounts of the WDL Group for the previous three (3) years,

3.2

The PNR Accounts have been prepared:

3.2.1

in accordance with the standards, principles and practices specified on the face of the PNR Accounts and in compliance with the provisions of Applicable Law and further in accordance with accounting standards, policies, principles and practices generally accepted in Mauritius; and

3.2.2

on a basis consistent with that adopted in preparing the accounts of PNR for the previous three (3) years,

3.3

The Management Accounts for:

3.3.1

WDL have been prepared using to, the extent relevant, accounting policies which are materially consistent with those adopted in the preparation of the WDL Accounts; and

3.3.2

PNR have been prepared using to, the extent relevant, accounting policies which are materially consistent with those adopted in the preparation of the PNR Accounts.

3.4

The Management Accounts, having regard to the purpose for which they were prepared, are not misleading in any material respect and give a materially accurate view of the assets and liabilities of the member of the Group to which they relate as at the date on which they are prepared and the income and expenses of each member of the Group for period ending on such date.

3.5

All accounts, books, ledgers and other financial records of the Group:

3.5.1

are in the exclusive possession of a Group Company;

3.5.2

have been maintained in all material respects in accordance with any Applicable Law; and

3.5.3

are up to date in all material respects.

3.6

Each Group Company has made available to its auditors all the information necessary for them to perform their audit and review procedures and, so far as the Sellers are aware, no information has been withheld that would, had the information been disclosed, change the opinion or conclusions made by the auditor for the audited financial year end financial statements.

3.7

The Group has in place reasonable (in the context of the business undertaken by the Group) systems and controls to allow the preparation of each Group Company's financial statements to the standard required by Applicable Law and as required by applicable accounting standards.

3.8

All assets in which a Group Company has an interest are either accounted for in its accounting records or are disclosed in the Accounts or the Management Accounts.

3.9

All liabilities (actual or contingent) for which a Group Company has a responsibility are accounted for in its accounting records or disclosed in the Accounts or the Management Accounts.

3.10

No Group Company is, or has been in the three (3) years prior to the date of this Agreement, party to any transaction or arrangement the main purpose of which was the removal or exclusion of an asset or liability (including a contingent liability) from the Accounts.

3.11

There are no outstanding liabilities (whether actual or contingent) between any Group Company, on the one hand, and any third party, on the other hand, which are in excess of $10,000 and which are not included or otherwise fully provided for in the Accounts or the Management Accounts.

4.

SINCE THE ACCOUNTS DATE

4.1

the Business has been carried on in the ordinary course so as to maintain it as a going concern and without any material interruption or alteration in the nature, scope, or manner of such Business;

4.2

there has been no Material Adverse Effect;

4.3

there has been no material change by a Group Company in the policies or practices associated with the issue of invoices, the collection of debts, payment of trade creditors, or management of inventory, and no part of the debts included in the Accounts has been materially discounted, waived, released, or compromised, or settled other than at the full value shown in such accounts;

4.4

other than trade credit in the ordinary course of its business:

4.4.1

no Group Company has borrowed or raised any money or taken any form of financial facility (whether pursuant to a factoring arrangement or otherwise) or granted any security; and

4.4.2

no Group Company has repaid any loan or loan capital in whole or in part or has become liable to be so repaid;

4.5

no Group Company has entered into any material Contract outside the ordinary course of its business;

4.6

the aggregate value of the transactions on capital expenditure by the Group does not exceed $7,000,000 and the aggregate amount or value of the Group's outstanding commitments to enter into such transactions does not exceed $7,000,000;

4.7

no dividend or other distribution has been declared, paid or made by a Group Company that has not been fully provided for in the Management Accounts;

4.8

no share, security or loan capital has been issued or allotted or agreed to be issued or allotted by a Group Company;

4.9

no Group Company has redeemed or purchased or agreed to redeem or purchase, and has not become liable to repay, any of its share, security or loan capital (whether, in each case, in whole or part);

4.10

no Group Company has paid any amounts to a Seller or a person connected with a Seller (other than any amounts to a Seller or a person connected with a Seller in the ordinary course of business including in respect of any salaries, consultancy fees, reasonable expenses properly incurred, loan payments, bonuses, or dividends);

4.11

no shareholder resolutions or consents (including any resolutions or consents of any class of shareholders) of a Group Company have been passed or given, except for those representing the ordinary business of an annual general meeting; and

4.12

no Group Company has entered into a binding commitment to do any of the foregoing.

5.

COMMERCIAL MATTERS

5.1

A true and complete list of the top 20 customers of the Group by revenue over the twelve-month period ended on the Accounts Date and during the Current Accounting Period (the "Key Customers") is set out in the Disclosure Letter.

5.2

A true and complete list of the top 20 key suppliers of the Group by value of supplies made to the Group over the twelve-month period ended on the Accounts Date and during the Current Accounting Period (the "Key Suppliers") is set out in the Disclosure Letter and copies of each such contract are included in the Data Room.

5.3

In the twelve-month period preceding the date of this Agreement, no Key Supplier has: 

5.3.1

ceased to deal, or materially reduced the trade it does, with the Group;

5.3.2

materially altered the terms on which it deals with the Group; or

5.3.3

so far as the Sellers are aware, confirmed (whether in writing or otherwise) that it intends to cease to deal with the Group;

5.4

No Group Company has received a complaint within the twelve (12) months prior to the date of this Agreement from any customers alleging that its services were inadequate or failed to match their description, or about the quality of the services provided. 

5.5

A true and complete list as at the date falling two Business Days prior to the date of this Agreement showing the names and the amounts outstanding in respect of all creditors owed in excess of $10,000 for any individual item or $50,000 in the aggregate by the Group is set out in the Disclosure Letter.

5.6

No part of any of the amounts referred to in paragraph 5.5 above was incurred other than in the ordinary and proper course of the business of the Group, with a Group Company being the original debtor.

5.7

A true and complete list as at the date falling two Business Days prior to the date of this Agreement showing the names and amounts outstanding in respect of all debtors owing in excess of $10,000 for any individual item or $50,000 in aggregate to the Group is set out in the Disclosure Letter.

5.8

No part of the debts referred to in paragraph 5.7 above:

5.8.1

constitutes any form of debt other than trade debts arising in the ordinary and proper course of the business of the Group, with the Group as the original creditor;

5.8.2

has been released by the relevant Group Company on terms that the debtor has paid less than the full value of such debt; or

5.8.3

so far as the Sellers are aware:

(a)

is subject to any dispute or challenge (whether in whole or part);

(b)

is subject to any valid defence, withholding, right of counter-claim or set off, or other deduction.

5.9

Neither the acquisition of the Sale Shares by the Buyer nor the execution and delivery of, and compliance with the terms of, this Agreement and the Transaction Documents will, so far as the Sellers are aware:

5.9.1

give rise to, or cause to become exercisable, any option over the Sale Shares or right of pre-emption or otherwise entitle any person to acquire, or affect the entitlement of any person to acquire, any shares in a Group Company;

5.9.2

entitle any person to receive from a Group Company any finder's fee, brokerage or other commission;

5.9.3

result in any officer or employee:

(a)

leaving the employment of the Group; or

(b)

being entitled to receive any bonus or commission;

5.9.4

result in the creation, imposition, crystallisation or enforcement of any Encumbrance on any of the assets, property or undertaking of the Group; or

5.9.5

result in any present indebtedness of the Group becoming due and payable, or capable of being declared due and payable, prior to its stated maturity date or any Facility (as defined in paragraph 6.3 of Part 2 to Schedule 3) being withdrawn or terminated.

5.10

No Group Company has any liability for any costs or expenses incurred in connection with the Transaction other than the Transaction Costs.

6.

FINANCE AND SECURITY

6.1

A true and complete list of all bank and deposit accounts of the Group are set out in the Disclosure Letter.

6.2

The Group has in place reasonable (in the context of the business undertaken by the Group) policies and procedures to protect any customer deposits or funds as required by Applicable Law.

6.3

The Group does not have in place any overdrafts, loans, debentures, documentary credits, acceptance credits, invoice discounting arrangements, interest rate or currency swaps, or any other financial instruments, options or facilities of any kind outstanding in respect of and/or available to the Group (together the "Facilities") save for company credit cards.

6.4

The Group: (i) has not lent any money to any person which remains outstanding; (ii) is not subject to any outstanding loans or other financing liabilities and obligations in the nature of borrowed moneys and overdrafts and other debt like items; and (iii) has no other outstanding indebtedness, in each case excluding trade debt and current liabilities arising in the ordinary course of business, any amounts in respect of Tax, and any amounts included in the calculation of the Estimated Indebtedness Amount.

6.5

The Group has not in the three (3) years prior to the date of this Agreement factored any of its debts, and so far as the Sellers are aware, the Group has not engaged in borrowing or financing of a type which is not shown or reflected in the Accounts.

6.6

No Group Company has created or entered into or agreed to create or enter into any guarantee, indemnity, counter-indemnity, suretyship, performance bond, letter of comfort or similar arrangement of any nature in respect of any debt, liability or obligation of any person which remains outstanding.

6.7

No person has created or entered into or agreed to create or enter into any guarantee, indemnity, counter-indemnity, suretyship, performance bond, letter of comfort or similar arrangement of any nature which remains outstanding in respect of any debt, liability or obligation of a Group Company.

6.8

No Group Company has created, granted or entered into or agreed to create, grant or enter into any mortgage, charge, debenture, pledge, lien, assignment or other security agreement or security arrangement of any nature (whether relating to itself, any Seller or any connected persons of any Seller, or otherwise) which remains outstanding.

6.9

No outstanding floating charge affecting the assets of a Group Company has crystallised, nor, so far as the Sellers are aware, has any outstanding charge or Encumbrance become enforceable (whether or not any enforcement steps have been taken or threatened) and the Sellers are not aware of any fact, matter or circumstance in existence which is likely to cause any such floating charge to crystallise or any such charge or Encumbrance to become enforceable.

6.10

No Group Company has received any grants or subsidies from any person which are subject to repayment or clawback and which remain outstanding. 

6.11

In the three (3) years prior to the date of this Agreement, no Group Company has made any application for a grant or subsidy from any person.

6.12

There is no outstanding loan made by any Group Company to, or debt owing to any Group Company by, a Seller or any Director or Employee, or any person connected with any of them.

7.

CONTRACTUAL ARRANGEMENTS

7.1

The Data Room contains copies of all Material Contracts and the standard terms upon which a Group Company contracts with its customers, as well as any Contracts which are material to a Group Company's business, which are in force at the date of this Agreement and which deviate from such standard terms.

7.2

No Group Company is a party to or subject to any Contract which is not set out in the Disclosure Letter (and a copy of which is not provided in the Data Room) which is in force and which:

7.2.1

has not been entered into in the ordinary course of business or on arm's length terms;

7.2.2

is made with any Affiliates (including the Sellers or their Affiliates or any former shareholder or director of a Group Company);

7.2.3

constitutes or includes any material offer, tender, bid or proposal which is outstanding and which is capable of being converted into an obligation on the part of a Group Company by acceptance or other act of some other person;

7.2.4

provides for the sale of any of the business, properties or assets of a Group Company other than in the ordinary course of the Business;

7.2.5

grants to any person any preferential rights to purchase any of the properties or assets of any Group Company;

7.2.6

provides for the acquisition by the Group of any operating business, properties, or assets whether by merger, amalgamation, arrangement, purchase or sale of shares or assets or otherwise (save for the purchase of inventory or supplies entered into in the ordinary course of the Business);

7.2.7

grants to any person other than a Group Company any exclusive licence, supply, distribution or other rights, "most favoured nation" or rights of first refusal or first negotiation;

7.2.8

limits, curtails or restricts:

(a)

the ability of a Group Company to compete in any geographical area, market or line of business;

(b)

the persons to whom a Group Company may sell products or deliver services; or

(c)

restricts the persons a Group Company may hire or solicit for hire.

7.3

No Group Company is, nor has it made any binding written commitment to become:

7.3.1

a member of or participant in any joint venture, consortium, partnership or other unincorporated association, body or undertaking; or

7.3.2

a party to any agreement, arrangement or understanding for sharing commissions or other income.

7.4

So far as the Sellers are aware, each Material Contract constitutes valid, legal and binding obligations on all of the parties thereto which are enforceable in accordance with its terms.

7.5

So far as the Sellers are aware, there are no material breaches or defaults of any nature on the part of a Group Company under or pursuant to any Material Contract and, so far as the Sellers are aware there are no:

7.5.1

material breaches or defaults of any nature on the part of any other contracting party; or

7.5.2

facts, matters or circumstances in existence which are likely to result in any such material breach or default on the part of any contracting party.

7.6

No Group Company has received from, or given to, any person any notice in writing expressing any threat or intention or claiming any right to terminate, rescind, avoid, repudiate or disclaim any Material Contract.

7.7

So far as the Sellers are aware, there are no grounds nor has any event occurred nor do any facts, matters or circumstances exist which are likely to result in the termination, rescission, avoidance, repudiation or disclaimer of any Material Contract.

7.8

There are no subsisting and outstanding debts, liabilities (actual, contingent or otherwise) or obligations owed by or from a Group Company, on the one hand, to any of the Sellers (or Affiliates of any Sellers), on the other hand, (save for any liabilities owed to such Seller or its Affiliates in the ordinary course of business in respect of any due but unpaid salaries, consultancy fees, reasonable expenses properly incurred, loan payments, bonuses, or declared but unpaid dividends) nor any written and binding agreement, arrangement or commitment under which any such matters will arise.

7.9

No Seller (or their connected persons):

7.9.1

is engaged in any transaction, agreement, contract, commitment, arrangement or understanding with a Group Company (other than payments made to, and other compensation provided to, officers, managers and consultants in the ordinary course of business);

7.9.2

receives income from any source other than a Group Company in relation to the Business which should properly accrue, or should have properly accrued, to a Group Company;

7.9.3

owns or has any rights in or to any of the assets, properties or rights owned, used or leased by a Group Company; or

7.9.4

is a director or officer of, or so far as the Sellers are aware, has any direct or indirect interest in any firm, corporation, association or business enterprise which is a supplier, customer or sales agent of a Group Company.

8.

ASSETS

8.1

A Group Company is the full and sole legal and beneficial owner of all of the assets (including the Camps) identified as being owned by that Group Company in the Accounts (except as otherwise expressly provided in the Accounts or those disposed of since the Accounts Date in the ordinary and proper course of business), and any asset acquired by that Group Company since the Accounts Date (except those since disposed of in the ordinary and proper course of business).

8.2

None of the assets (including the Camps), property, undertaking or goodwill owned by a Group Company is subject to any Encumbrance, or to any agreement, arrangement or binding written commitment to create or give rise to any Encumbrance other than Encumbrances arising by operation of law or retention of title claims arising in the ordinary course of business and, so far as the Sellers are aware, no person has claimed or is entitled to any such Encumbrance.

8.3

The Group is in exclusive possession and control of all the tangible assets (including the Camps) identified as being owned by the Group in the Accounts (except as otherwise provided in the Accounts or those disposed of since the Accounts Date in the ordinary and proper course of business) or acquired by the Group since the Accounts Date (except those since disposed of in the ordinary and proper course of business), and no such tangible asset is shared with any other person at any time.

8.4

The Group owns and is entitled to use (free from any Encumbrances), or at the relevant time did own and was entitled to use, all of the assets necessary to enable the Group to carry on the Business as currently carried on and has carried on in the last twelve (12) months or the Group has (or had at the relevant time) a valid contractual right to use such assets.

8.5

So far as the Sellers are aware, the assets of the Group and the facilities and services to which the Group has a contractual right include all rights, properties, assets, facilities and services necessary or desirable for the carrying on of the Business in the manner in which it is currently carried on.

8.6

The Group does not depend upon the use of assets owned by or facilities provided by any Seller or any of its connected persons.

8.7

The plant, machinery, office equipment, computer systems and vehicles with a net book value in excess of $10,000 used by each Group Company in connection with the Business are:

8.7.1

in reasonable working order (having regard to its age and normal wear and tear);

8.7.2

have been regularly maintained;

8.7.3

are capable of being used for the purposes for which they are used; and

8.7.4

comply with all requirements of Applicable Law. 

8.8

Each Group Company's respective insurance cover which it has the benefit of complies with its obligations under Applicable Law.

8.9

Details of all current insurances effected by or for the benefit of a Group Company are set out in the Data Room.

8.10

In respect of all insurance referred to in paragraph 8.9:

8.10.1

all premiums have been duly paid to date;

8.10.2

no Group Company has received any written notification that any such insurance is not valid or enforceable; and

8.10.3

so far as the Sellers are aware, there are no reasons that any of such insurances will be revoked, voided, or not renewed on materially similar terms.

8.11

No claim is outstanding under any of the policies of insurance and, so far as the Sellers are aware, no facts, matters, or circumstances exist which are likely to result in such a claim.

9.

DISPUTES AND INVESTIGATIONS

9.1

No Group Company is and, so far as the Sellers are aware, no person for whom a Group Company is vicariously liable is, or has been in the period of three (3) years prior to the date of this Agreement, engaged in any capacity in any litigation, administrative proceedings, mediation or arbitration proceedings, or other dispute resolution proceedings or hearings, in each case in relation to the business and affairs of the Group and with a quantum of claim in excess of $30,000.

9.2

No Director or other officer (past or present) of a Group Company is, or has been in the period of three (3) years prior to the date of this Agreement in relation to the business and affairs of such Group Company, engaged in or subject to any of the proceedings mentioned in paragraph 9.1 above.

9.3

No such proceedings as are referred to in paragraphs 9.1 to 9.2 have been notified in writing to the Group and, so far as the Sellers are aware, no such proceedings are threatened or are pending and there are no facts, matters or circumstances in existence which are likely to result in any such proceedings.

9.4

No Group Company is subject to any:

9.4.1

judgment, order, decree, arbitral award, or other decision or ruling of a court, tribunal, arbitrator, or other Governmental Authority; or

9.4.2

settlement, compromise, or similar agreement with any person,

9.5

Neither the Group Company nor any person acting on a Group Company's behalf has given any undertaking or assurance to any court, tribunal, arbitrator, or other Governmental Authority which is contains ongoing obligations.

9.6

In each case in relation to the business and affairs of the Group, no investigation, audit, or inquiry of any Governmental Authority is ongoing or has taken place in the past three (3) years immediately preceding the date of this Agreement against a Group Company or any Director or other officer or employee (present or, so far as the Sellers are aware, past) of a Group Company.

9.7

So far as the Sellers are aware, no Group Company has been notified in writing that any investigation, audit, or inquiry of the kind mentioned in paragraph 9.5 is pending or threatened, and there are no facts, matters, or circumstances which are reasonably likely to result in any such investigation, audit, or inquiry.

9.8

There is no dispute between a member of the Group, on the one hand, and any Governmental Authority in relation to the affairs of the Group and, so far as the Sellers are aware, there are no facts, matters or circumstances in existence which are reasonably likely to result in any such dispute.

10.

GENERAL COMPLIANCE

10.1

The Group has in the five (5) years prior to the date of this Agreement conducted its business in accordance with the Applicable Law in all material respects.

10.2

The Group (or Patrick Woodhead on behalf of the Group) has obtained all material licences (including statutory licences), permits, permissions, approvals, clearances, authorisations and consents (together the "Authorisations") from any Governmental Authority which are required for the carrying on of the Business in the places and in the manner in which the Business is now carried on.

10.3

A copy of each material Authorisation is included in the Data Room.

10.4

All material Authorisations are in full force and effect, and are not subject to any condition which is personal to any Seller.

10.5

The carrying on of the business and affairs of the Group as presently undertaken does not infringe, breach or constitute a default under the terms or provisions of any of the Authorisations and, so far as the Sellers are aware, there are no facts, matters or circumstances in existence which will result in any Authorisation being suspended, revoked, withdrawn or cancelled in whole or part.

10.6

So far as the Sellers are aware, the Group has not been and is not a party to any agreement, arrangement, practice or conduct which:

10.6.1

amounts to an infringement, in any jurisdiction in which the Company has assets or conducts business, of any Applicable Law which governs the conduct of companies or individuals in relation to restrictive or other anti-competitive agreements or practices (including, but not limited to, cartels, price fixing, resale price maintenance, market sharing, bid rigging, terms of trading, purchase or supply and joint ventures), dominant or monopoly market positions (whether held individually or collectively) and the control of mergers and acquisitions ("Competition Law"); or

10.6.2

is unenforceable or void or renders a Group Company liable to civil, criminal or administrative proceedings under the Competition Law of any jurisdiction in which a Group Company has assets or conducts business.

10.7

No Group Company has been subject to an investigation, inquiry or proceeding by any relevant Governmental Authority in connection with any actual or alleged infringement of the Competition Law of any jurisdiction in which a Group Company has assets or conducts business, and so far as the Sellers are aware, no such investigation, inquiry or proceeding is pending.

10.8

The breakdown of the Group's revenue by jurisdiction contained in Document 1.5.3, is true and accurate in all material respects and does not materially misallocate any revenue to the incorrect jurisdiction.

10.9

Neither a Group Company, nor so far as the Sellers are aware any (i) current or former director, officer or employee of a Group Company (acting in such capacity) or (ii) person who performs or has performed services for or on behalf of a Group Company who is not in business on their own account or in a client/customer relationship (an "Associated Person") has:

10.9.1

authorised, offered, promised or given any financial or other advantage (including, without limitation any payment, loan, gift or transfer of anything of value), directly or indirectly, to or for the use or benefit of:

(a)

any official, employee or representative of, or any other person acting in an official capacity for or on behalf of, any government or governmental or regulatory agency or authority (including any person owned or controlled by such agency or authority), political party, political candidate or public international organisation; or

(b)

any candidate for political office (or any person acting on such candidate's behalf)

10.9.2

taken any other action which constitutes an offence under applicable Anti-Bribery Law.

10.10

The Group has in place reasonable (in the context of the business undertaken by the Group) policies, systems, control and procedures designed: (i) to prevent it and its Associated Persons from violating applicable Anti-Bribery Law; and (ii) for reporting a violation or suspected violation of Anti-Bribery Law, and for ensuring that all such reports are appropriately investigated and acted upon.

10.11

No Group Company has, during the five (5) years prior to the date of this Agreement, entered into any written agreement, transaction or dealing with any Sanctioned Person.

10.12

So far as the Sellers are aware, neither (i) a Group Company, nor (ii) any Director or officer or employee (past or present) of any Group Company (acting in such capacity) has during the five (5) years prior to the date of this Agreement procured, assisted, approved, financed or facilitated any agreement, transaction or dealing entered into by any other person with or for the benefit of any Sanctioned Person (or involving any property thereof) or otherwise in breach of Sanctions.

10.13

The Group is in material compliance with all applicable Sanctions and is not engaged in any activities that, so far as the Sellers are aware, is reasonably likely to result in:

10.13.1

a breach of Sanctions, including facilitation actions;

10.13.2

a Group Company becoming a Sanctioned Person; or

10.13.3

a Group Company entering into a transaction with a Sanctioned Person.

10.14

The Group has in place reasonable (in the context of the business undertaken by the Group) policies, systems, control and procedures designed to ensure compliance with Sanctions.

10.15

No Group Company has in the five (5) years prior to the date of this Agreement received any funds in breach of AML Laws.

10.16

The Group has in place reasonable (in the context of the business undertaken by the Group) policies, systems, control and procedures designed to ensure compliance with AML Laws.

11.

TRAVEL COMPLIANCE

11.1

Each Group Company has, at all times in the five (5) years prior to the date of this Agreement, complied in all material respects with its obligations under the Package Travel Regulations.

11.2

WDL has, at all times in the five (5) years prior to the date of this Agreement, complied in all material respects with its requirements as a member of International Association of Antarctic Tour Operators (whether pursuant to such organisation's bylaws or otherwise).

11.3

The Group has in place appropriate systems and policies to ensure the protection and ring-fencing of customer deposits in accordance with Applicable Law.

11.4

The Group has at all times in the five (5) years prior to the date of this Agreement complied in all material respects with the terms of the applicable Antarctic Permit in effect, including any appendices thereto.