Share Investment Agreement (Cash) - Accompanying Shareholder Resolutions

These Shareholder Resolutions are complementary to the Share Investment Agreement (Cash) and should be passed prior to the completion of the investment proposed under that agreement.

Under the Share Investment Agreement, the Investor proposes to make a cash investment into a company in return for shares. In order to make sure that the company can issue the shares to the Investor, it needs to pass various resolutions, including:

• allowing the directors to allot shares to the Investor under section 551 of the Companies Act 2006;

• allowing the directors to allot the above shares free from any pre-emption rights ; and

• adopting new articles of association.

These resolutions are to be passed as written resolutions and can also be found in the body of the agreement as Schedule 6.

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