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THIS AGREEMENT is entered into as a deed on February 3, 2012,

(1)      SHARPROCK RESOURCES INC ., a company organised and existing under the laws of the State of Nevada, USA, with Nevada business identification number NV20081516564 and whose principal office is located at Suite 500, 666 Burrard Street, Vancouver, BC, V6C 3P6, Canada (the "Buyer" );

(2)      CREDENCE HOLDINGS LIMITED , a company registered, organised and existing under the laws of Malta, with company registration number C43504 and whose registered office is located at 40 Villa Fairholme, Sir Augustus Bartolo Street, Ta' Xbiex XBX 1095, Malta (the "Seller" );

(3)      UNION MINING HOLDING LIMITED , a company registered, organised and existing under the laws of Malta, with company registration number C50918 and whose registered office is located at 40 Villa Fairholme, Sir Augustus Bartolo Street, Ta' Xbiex XBX 1095, Malta (the "Target" );

(4)      VALERY KARIMOV , a citizen of the Russian Federation holder of passport number 4506528850 of 10 Matross Zheleznyack Boulevard., ap. 36, 125008 Moscow, Russia ( "VK" ); and

(5)      ANATOLY NOVIKOV , a citizen of the Russian Federation holder of passport number 2497024230 of Suzdalskaya Street 14-4-16, 123592 Moscow, Russia ( "AN" ),

each of the above being a "Party" and together the "Parties" and VK and AN being together the "UBOs" and each a "UBO" .

(A)     The Target's entire issued share capital immediately prior to the Signing Date is composed of 1,200 (one thousand two hundred) Target Shares (the "Initial Target Shares" );

(D)     It is anticipated and intended by the Parties that, prior to Phase 1 and Phase 2 Completions, the Seller will be the sole legal and registered owner of 599 Target Shares, representing 49.92% of the issued share capital of the Target (the "Seller Shares" ) and will hold the beneficial interest in the Seller Shares on trust for the UBOs pursuant to the Declarations of Trust, as revised;

(E)     VK and AN as the UBOs are together the ultimate beneficial owners of the Initial Target Shares and it is anticipated and intended by the Parties that, prior to Phase 1 and Phase 2 Completions, they will be, together, the ultimate beneficial owners of the Seller Shares, representing 49.92% of the issued share capital of the Target pursuant to the Declarations of Trust, as revised;

(F)     It is anticipated and intended by the Parties that, immediately prior to Phase 1 and Phase 2 Completions, the Bank Seller will be the sole legal, beneficial and registered owner of 601 Target Shares, representing 50.08% of the issued share capital of the Target (the "Phase 2 Shares" );

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(G)     The Buyer wants to acquire and the Seller wants to sell (and the Bank Seller pursuant to the Bank Seller Documents or similar arrangements) wants to sell) or otherwise enable the Buyer to acquire the entire issued share capital (a 100 % interest) in the Company by the Buyer subscribing to, acquiring and exchanging Target Shares as described in and on the terms of this Agreement. This will take place by a series of transactions (the "Transactions" ) with each transaction (a "Transaction" ) being interdependent on the others and to be concluded as described in and on the terms of this Agreement. The Parties have, however, agreed that the Share Swap may only be triggered by the Seller;

(H)     The Buyer requires that the Bank Seller sell the Phase 2 Shares to the Buyer pursuant to the Bank Seller Documents and the Seller has additionally agreed to sell 1 (one) Seller Shares (the "Loose Share" ) to the Buyer pursuant to this Agreement in each case at Phase 2 Completion;

(I)     The Target is the sole legal, beneficial and registered owner of the entire issued share capital of the Company (the "Company's Shares" );

(K)     The Company has certain indebtedness of no more than USD$52,000,000 (fifty two million US Dollars) (the "Indebtedness" as more clearly described in the full definition in Schedule 1 ) which will be discharged out of funds provided by the Buyer by way of subscription for Target Shares and such funds will be applied discharge the Indebtedness and will be released pursuant to the Escrow Agreement on Phase 1 Completion; and

(L)     The Target has certain indebtedness in the amount of RUB35,000,000 (thirty five million Rubles) (the "Target Indebtedness" as more clearly described in the full definition in Schedule 1 ) which will be discharged as part of Phase 1 Completion.

1.1     Each word and expression used in this Agreement will have the meaning (if any) given to it in, and will be interpreted in accordance with, the provisions of Schedule 1.

1.2    This Agreement incorporates its Schedules.

2.1    Unless otherwise agreed in writing between the Parties, on the Signing Date:-

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2.2      Unless otherwise agreed in writing between the Parties, by not later than 60 (sixty) days from the Signing Date:-

2.3     Each Party agrees that all matters to be dealt with on the Signing Date will take place simultaneously.

3.1     Subject to the terms of this Agreement, the Target will issue and allot in favour of the Buyer and the Buyer will subscribe for such number of Target Shares and the Seller or the Bank Seller (as the case may be) will sell and the Buyer will purchase Target Shares as follows:-

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4.1     Phase 1 Subscription

4.2      Financing Tranche Subscriptions

4.3      Phase 3 and Phase 4 will take place at the same time as Financing Tranche Subscription 1 and Financing Tranche Subscription 2 respectively.

4.4      The UBOs jointly and severally covenant that there are as at the Signing Date and there will be at each of the Phase 1 and Phase 2 Completion Dates, no rights of pre-emption with respect to any Target Shares, except to the extent that these have been waived in writing, whether arising under the Constitutional Documents of the Target or under applicable Laws or otherwise except as provided in the Shareholders Agreement.

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4.5      The Seller and each of the UBOs covenant to vote and/or resolve in favour of the subscription of Target Shares provided for in this clause 4 and to maintain sufficient authorised share capital to satisfy the Financing Tranche Subscriptions.

4.6      The Parties shall procure that the Shareholders Agreement will set out the mechanisms for the implementation of the budget for the Company, including the utilisation of the funding from Financing Tranche Subscription 1 or Financing Tranche Subscription 2 respectively.

5.1      At Phase 2 Completion, at Phase 3 Completion and at Phase 4 Completion, upon the terms and subject to the conditions of this Agreement, the Seller shall sell its entire interest in, and each of the UBOs shall sell, convey and assign their entire interest in the Loose Share, Phase 3 Shares and Phase 4 Shares respectively (as the case may be), to the Buyer so that the Seller and each of the UBOs will transfer to the Buyer the entire legal and beneficial interest to the Buyer in the Loose Share, Phase 3 Shares and Phase 4 Shares respectively on the required Completion Date (as the case may be):-

5.2     The Buyer will at Completion of Phase 2, Phase 3 and Phase 4, buy the entire legal and beneficial interest in the Phase 2 Shares, Loose Share, Phase 3 Shares and Phase 4 Shares respectively (as the case may be) at the relevant Completion Date.

5.3     The Seller covenants that it will not without the prior written consent of the Buyer in any way dispose of or create any Encumbrances over the Phase 2 Shares, Loose Share, Phase 3 Shares and Phase 4 Shares held by it whether directly or indirectly or conditionally or otherwise. The UBOs covenant to the Seller that they will not without the prior written consent of the Buyer in any way direct the Seller to dispose of or create any Encumbrances over the Phase 2 Shares, Loose Share, Phase 3 Shares and Phase 4 Shares held by it whether directly or indirectly or conditionally or otherwise.

5.4     Each of the UBOs covenants that it will not without the prior written consent of the Buyer dispose of or create any Encumbrances over the interest in the Phase 2 Shares, Loose Share, Phase 3 Shares and Phase 4 Shares held beneficially by him whether directly or, indirectly or, conditionally or otherwise.

5.5     The provisions of clauses 5.3 and 5.4 will not apply if the Buyer is in default of its obligations in respect of Phase 3 and Phase 4 and/or in respect of Financing Tranche Subscription 1 or Financing Tranche Subscription 2 (a "Buyer Completion Default" ) for a period in excess of 30 (thirty) days unless the Seller is also in default in respect of its obligations relating to Phase 3 and Phase 4.

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5.6      It is to be agreed with the Bank Seller that in consideration for the sale to the Buyer of the Phase 2 Shares, at Phase 2 Completion the Buyer shall pay to the Bank Seller or as it shall direct pursuant to the Bank Seller Documents USD$39,000,000 (thirty nine million US Dollars). All other payments relating to Phase 2, Phase 3 and Phase 4 will be made in accordance with the relevant provisions of Schedule 4.

5.7     Subject to the provisions of this Agreement the Parties shall give effect to the relevant provisions of Schedule 4 at Completion of Phase 2, Phase 3 and Phase 4.

5.8     Subject to the satisfaction of the Conditions, the sale of the Phase 2 Shares and Loose Share shall be completed simultaneously on the Phase 2 Completion Date and at the same time as Phase 1 Completion.

5.9     The UBOs agree jointly and severally to procure that following Phase 1 Completion and Phase 2 Completion, the Buyer shall have an approximately 51% (fifty one per cent.) ownership interest in the Target and full legal and beneficial title to such ownership interest as the registered holder of the Phase 1 Share, Loose Share and Phase 2 Shares.

5.10     Notwithstanding anything contained in this Agreement, each Party shall do whatever is within its powers as may be or may become necessary or desirable to ensure that following the Phase 1 Completion and Phase 2 Completion, the Buyer is the legal and full beneficial owner of not less than approximately 51% of the total issued share capital having voting rights in the Target.

5.11     the Parties will procure that their own obligations in Schedule 4 are given effect.

5.12     It is understood by the Parties that the Bank Seller is to agree with the Buyer in the Bank Seller SPA that following Phase 2 Completion the Bank Seller (except with the prior written consent of the Buyer) shall have no remaining interest in or in relation to the Target, either directly or indirectly. Each of the Parties will facilitate such obligations.

6.1      Subject to Phase 1 Completion, Phase 2 Completion, Phase 3 Completion, Phase 4 Completion and the Financing Tranche Completions being completed in all respects, the Seller shall be entitled to, in relation to its entire legal and beneficial interest in 25% (twenty five per cent.) of the share capital of the Target as adjusted pursuant to clause 6.3 below (the "Remaining Union Shares" ):-

6.2      The sale of the Remaining Union Shares will be made by the Seller and each of the UBOs:-

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6.3      If and to the extent that there has been a default by the Buyer in subscribing for Target Shares pursuant to any of the Financing Tranche Subscriptions or in acquiring the Phase 3 Shares or Phase 4 Shares then the number of Shares subject to the Share Swap and/or the Put Option will be adjusted so that:-

6.4     The obligation to undertake the Share Swap will be triggered by a notice (the "Share Swap Notice" ) in the agreed form:-

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6.5      No Share Swap Notice may be served after 31 December 2014 and if no Share Swap Notice is served prior to such date the Seller's right to trigger a Share Swap will lapse.

6.6      Once a Share Swap Notice has been served it shall be irrevocable.

6.7     Share Swap Completion will take place as soon as reasonably practicable after the Share Swap has been triggered but in any case within 90 (ninety) days of the service of the Share Swap Notice.

6.8      The Seller and each of the UBOs will procure that following the Share Swap Completion, the Buyer shall have a 100% (one hundred per cent.) legal and beneficial ownership interest in the Target.

6.9      The Buyer will remain the registered holder of all or any of the Target Shares which it has purchased or subscribed for under this Agreement during the period whilst the Share Swap is capable of being exercised except for intra group reorganisations where such Shares are transferred to a subsidiary.

6.10      Each of the UBOs will be entitled to remain as a director of the Buyer until the Share Swap is completed unless he is in material breach of Law or of the rules and procedures of the relevant exchange where the Buyer's shares are listed.

7.1      Phase 1 Completion is conditional upon the following being satisfied (the "Conditions" ):-

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7.2     The Parties shall use all reasonable endeavours to ensure that this Agreement becomes unconditional by the Longstop Time.

7.6     The Seller and the UBOs undertake to the Buyer that during the period starting on the Signing Date, none of them shall:-

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7.7     The restrictions set out in clause 7.6 above shall not apply if the Buyer fails to make any of the payments for Phase 3, Phase 4 or the Financing Tranches or if this Agreement is lawfully terminated. Following both of Phase 3 and Phase 4 Completions the remaining Target Shares held by the Seller will cease to be subject to the restrictions set out in clause 7.6 above but will be subject to those matters provided for in the Shareholders Agreement.

7.8     If a third party makes an offer for the Target Shares or any part of the shares or assets of the Group on or before Phase 1 and/or Phase 2 Completions, then the Seller and/or the UBOs will give immediate written notice to the Buyer of the terms of such third party offer (including full details of the proposed purchase price).

8.1     Pending Phase 1 and Phase 2 Completions, each of the UBOs shall procure that each member of the Group shall carry on its business in the ordinary and normal course having due regard to the interests of the Buyer under this Agreement and shall fully consult with the Buyer in relation to any matters which may have a material effect upon any member of the Group.

The Seller agrees to notify the Buyer of any direction it receives from the UBOs which is inconsistent with the obligations of the UBOs under the Acquisition Documents, the Bank Seller Agreement and the Bank Seller Documents.

8.2     Without limitation to the provisions of clause 8.1 above the provisions of Schedule 14 will apply.

8.3     Each of the UBOs shall procure that all Related Party Receivables are repaid on or before Phase 1 Completion.

8.4     The UBOs agree to jointly and severally indemnify and keep indemnified the Buyer from and against all losses, liabilities, costs, charges, expenses, actions, proceedings, claims and demands which the Buyer may suffer or incur arising out of any breach by the Seller or either of the UBOs of any of their obligations under this clause 8 and Schedule 14 .

9.1     Phase 1 Completion will take place at the offices of Camilleri Preziosi or at any other place in Malta as may be agreed between the Parties, on or before the relevant Completion Date and will be effected as provided for in Schedule 3 .

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9.2     The UBOs will be entitled to deliver to the Buyer a Second Disclosure Letter no later than 5 (five) Business Days before the Phase 1 Completion Date. The UBOs are not obliged or required to deliver a Second Disclosure Letter.

9.3     If the second Disclosure Letter is not delivered to the Buyer by the date which is 5 (five) Business Days prior to the Phase 1 Completion Date (the "Final Delivery Date" ) then the right and ability of the UBOs to serve a Second Disclosure Letter will lapse and they will have no further entitlement to serve a second Disclosure Letter.

9.4     If a Second Disclosure Letter is delivered by the UBOs on or before the Final Delivery Date then the Buyer will be entitled at its sole discretion to proceed to Phase 1 Completion or not to proceed to Phase 1 Completion.

9.5      Clause 9.4 above is subject to the exception that if a Second Disclosure Letter is delivered by the UBOs on or before the Final Delivery Date but the Buyer decides not to proceed to Phase 1 Completion it will serve a notice to such effect on the Seller and this Agreement will cease to have effect (other than any continuing obligations) from such date and no Party will have any further or other obligation to the other except in respect of antecedent breach.

9.6     Phase 2 Completion will take place at the same venue and time as Phase 1 Completion and will be effected as provided for in Schedule 4 .

9.7     Phase 3 Completion and Phase 4 Completion will take place at the same time as Financing Tranche Completion 1 and Financing Tranche Completion 2 respectively and will be effected as provided for in Schedule 4 .

9.8     No later than 5 (five) Business Days prior to each of Phase 3 and Phase 4 Completions, the Seller and the UBOs shall notify to the Buyer the details of the bank account to which the sums due on each such Completions shall be paid in accordance with Schedule 4 .

9.10     The Financing Tranche Completions will be effected as provided for in Schedule 5.

9.11     Share Swap Completion will be effected as provided in Schedule 6 and will take place at the offices of Camilleri Preziosi or at any other place in Malta as may be agreed between the Parties.

9.12     On each Completion each of the Parties will comply with its obligations provided for in this Agreement. All deliveries of documents and actions contemplated by this Agreement to take place at each Completion will be deemed to have taken place simultaneously as part of a single Transaction and none will be considered to have taken place unless and until all of such deliveries and actions will have taken place.

9.13     If a Party fails to comply with any of its obligations at any Completion (in addition to and without prejudice to all other rights or remedies available, including the right to claim damages) the Buyer (in the case of a failure by the Seller, the Target or either of the UBOs) and the Seller (in the case of a failure by the Buyer) will be entitled by written notice to each of the other Parties served on the applicable date designated for such Completion:-

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9.14     Phase 1, Phase 2, Phase 3 and Phase 4 Completions and Completion of the Loose Share will take place after completion of all aspects, including receipt of the relevant payments by the relevant Parties, of the relevant transactions so that the Buyer has unconditional perfected title to the Target Shares as provided for in this Agreement.

10.1     The UBOs jointly and severally warrant and represent to the Buyer that each UBO Warranty is true and accurate and not misleading as at the Signing Date and as at the relevant Completion Date in respect of Phase 1 and Phase 2 Completions.

10.2     The UBOs jointly and severally warrant and represent to the Buyer that each of the Core Warranties is true and accurate and not misleading as at the relevant Completion Date in respect of each relevant Financing Tranche Completion.

10.3     The Warranties and the Core Warranties will be subject in each relevant case to the procedures set out in Schedule 17 and to the financial and time limits set out in Schedule 19 .

10.4     The Target warrants and represents to the Buyer that each Warranty is true and accurate and not misleading as at the Signing Date and as at each Completion Date.

10.5     The Seller warrants and represents to the Buyer that each Seller Warranty is true and accurate and not misleading as at the Signing Date and as at each Completion Date.

10.6     The Buyer warrants to the Seller and the UBOs that each Buyer's Warranty is true and accurate and not misleading as at the Signing Date and as at each Completion Date.

10.7     Each of the Warranties and Core Warranties is separate and independent and, except as otherwise expressly provided, will not be limited by reference to any other sub-clause or anything in this Agreement or its Schedules. The interpretation of any such statement will not be restricted by reference to or inference from any other such statement.

10.8     Each of the Warranties will be limited by any matter which is Disclosed against that specific Warranty. Any specific Disclosure will limit the effect of the relevant Warranty to the extent that the relevant matter is Disclosed. The Buyer accepts that there may be a number of non material typographical errors in the Disclosure Letter which may be subject to adjustment as agreed between the Parties no later than midnight (Moscow time) on 7 February 2012.

10.9     The Seller and the UBOs agree that none of the information (the "Data" ) supplied by a Group Company or their professional advisers prior to the Signing Date to the Seller or its officers, employees, agents, representatives or advisers or to the UBOs in connection with:-

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10.10     The Seller and/or the UBOs:-

10.1     If and to the extent that there is a breach of any of the Warranties or Core Warranties, the UBOs will (acting together and without limitation to any other remedy) pay to the Buyer by way of indemnity a cash amount equal to the amount by which:-

12.1     the UBOs jointly and severally covenant with the Buyer that they shall not at any time during the period until 31 December 2014, carry on or be employed, engaged or interested in any mining or exploration business or company (other than as provided in clause 12.3 below) which would be in competition with any part of the mining or exploration business of the Company within an area which is inside a radius of 10 (ten) kilometres of the perimeter of the permitted operating area of the Company as detailed in the plans annexed to the Exploration and Production Licence.

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12.2     the UBOs agree that the restrictions contained in this clause 12 are no greater than is reasonable and necessary for the protection of the interests of the Buyer and the Group but if any such restriction will be held to be void but would be valid if deleted in part or reduced in application, such restriction will apply with such deletion or modification as may be necessary to make it valid and enforceable.

12.3     During the period of 3 (three) years following the Signing Date the UBOs will procure that no Related Person alone or together with one or more other Related Person(s) will hold shares or any other interest in any company or Person engaged in any mining or exploration business in the Chukot Autonomous Area other than shares in a publicly traded company which in aggregate represent 10% (ten per cent.) or less of the total issued shares of that publicly traded company.

13.1     In this clause 13 any reference to a Party's "rights under this Agreement" includes all or any benefits or rights of that Party under this Agreement, including (in the case of the Buyer) the Warranties, the Core Warranties and the Indemnities (together with any cause of action arising out of or in connection with any Warranty, Core Warranty or Indemnity).

13.2     Subject to clause 13.3, no Party may assign, transfer, grant any Encumbrance over, declare any trust over or deal in any way with its rights under this Agreement or any of the other Acquisition Documents to which it is a party without the prior written consent of:-

13.3     Notwithstanding clause 13.2, the Buyer may assign by way of security or otherwise all or any of its rights under this Agreement or any of the other Acquisition Documents to which it is a party to:-

13.4     This Agreement will be binding on and continue for the benefit of the successors and permitted assignees (as the case may be) of each party.

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16.1     Any payment to be made to the Seller and/or the UBOs under this Agreement will be effected by transfer of immediately available funds to the account notified to the Buyer for this purpose and will be effective upon receipt of the full amount of such payment.

16.2     Any payment to be made to the Target under this Agreement will be effected by transfer of immediately available funds to the account notified for this purpose to the Buyer and will be effective upon receipt of the full amount of such payment.

16.3     Where any payment is made under this Agreement pursuant to any SPA Claim, such payment shall be made on an after-Tax basis.

16.4     Where under the terms of this Agreement a party is liable to indemnify or reimburse another party in respect of any costs, charges or expenses, the payment will include an amount equal to any VAT thereon not otherwise recoverable by the other party, subject to that party using all reasonable endeavours to recover such amount of VAT as may be practicable.

17.1     Without prejudice and in addition to the other provisions of this Agreement, each party will, so far as it is reasonably able, from time to time and at the requesting party's expense, do (or procure to be done) all such other things and/or execute and deliver (or procure to be executed and delivered) all such other documents as may be reasonably required to give full effect to this Agreement. These will include all or any directions to be made pursuant to the terms of the Escrow Agreement and Escrow Lock Box Agreement.

17.2     It is the intention of the Parties that the Buyer will become the legal and beneficial owner of the Phase 2 Shares. If and to the extent that the Seller and/or the UBOs retain any legal and beneficial interest in the Phase 2 Shares at Completion they will convey such interest to the Buyer or envisaged by this Agreement.

17.3     The Buyer consents to a pledge of up to 25% of the Shares in the Target, other than the Phase 2 Shares, Loose Share, Phase 3 Shares and Phase 4 Shares, at any time held by the Seller in favour of MDM Bank (or its nominee as approved by the Buyer) subject to the Buyer:-

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18.1     In this clause 18 , "Representation" means representation, statement, assurance, covenant, undertaking, warranty, indemnity, guarantee or commitment (whether contractual or otherwise) made or given before Signing Date.

18.2     The Acquisition Documents supersede and extinguish all previous agreements, arrangements and understandings between, or Representations given by, the Parties relating to the subject matter of the Acquisition Documents (or any of them).

18.3     The Acquisition Documents (as varied in accordance with their terms) constitute the entire agreement and understanding between the Parties in respect of the subject matter of the Acquisition Documents (or any of them).

18.4     Each Party acknowledges and represents to the others that it has not relied on, or been induced to enter into this Agreement or any other Acquisition Document by, any Representation given by any Person (whether a Party to this Agreement or not), other than the Representations set out in the Acquisition Documents (or any of them).

18.5     The rights and remedies of the Buyer will not be affected by, and the Buyer's remedies under this Agreement will not be regarded as qualified by:-

20.1     If any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the Law of any jurisdiction, such provision will not affect or impair:-

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22.1     The rights and remedies of each Party under or in respect of this Agreement may be waived only by express written notice. Any waiver will apply only to the Person to whom it is addressed and in the instance and for the purpose for which it is given.

22.2     No right or remedy under or in respect of this Agreement will be precluded, waived or impaired by:-

22.3     Unless otherwise expressly provided in this Agreement, the rights and remedies under this Agreement are in addition to, and do not exclude, any rights or remedies provided by Law or in equity.

23.1     Time is not of the essence in relation to any obligation under this Agreement:-

24.1     This Agreement may be executed in any number of counterparts, and by the Parties on separate counterparts, but will not be effective until each Party has executed at least 1 (one) counterpart.

24.2     Each counterpart will constitute an original of this Agreement, but all the counterparts will together constitute one and the same agreement.

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25.1     Any notice or other communication to be given or made to a Party under this Agreement:-

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25.2     Any notice which has been served or delivered in accordance with clause 25.1 will be deemed to have been served or delivered:-

25.3     In proving service or delivery of a notice, it will be sufficient to prove that the Party receiving the notice has acknowledged the notice or:-

25.4     A Party may notify the other Parties of a change to its name, address or relevant contact for the purposes of clause 25.1. Such notice will be effective on the 5th (fifth) Business Day after the date on which such notice is deemed to have been served or delivered in accordance with this clause 25, or such later date as may be specified in the notice.

26.1     This Agreement and any Dispute or SPA Claim arising out of or in connection with this Agreement and/or any other Acquisition Document (whether contractual or non-contractual) is governed by and will be construed in accordance with English Law.

26.2     Save where otherwise provided in this Agreement, any Dispute or SPA Claim arising out of or in connection with this Agreement and/or any other Acquisition Document, including any Disputes or questions regarding its existence, conclusion, validity, breach, change or termination, and any Dispute arising out of any pre-contractual negotiations and exchanges between the Parties, will be exclusively referred to and finally resolved by arbitration under the LCIA (London Court of International Arbitration) Rules (as amended from time to time) (the "Rules" ) which are deemed to be incorporated by reference into this clause 26.2.

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26.3     The number of arbitrators will be 3 (three):-

26.4     The place of arbitration will be London, England and the language of proceedings will be English.

26.5     If in breach of this clause 26 any Party commences proceedings in the courts of any jurisdiction and/or commences proceedings for any claim based on the laws of any jurisdiction other than English Law:-

26.6     Each Party agrees to accept such arbitral award made under the Rules and the provisions of this clause 26 as final and binding on all the Parties concerned.

26.7     The Tribunal will have the power to grant any legal or equitable remedy or relief available under Law, including injunctive relief (whether interim and/or final) and specific performance and any measures ordered by the Tribunal may be specifically enforced by any court of competent jurisdiction. Each Party retains the right to seek interim or provisional measures, including injunctive relief and including pre arbitral attachments or injunctions, from any court of competent jurisdiction and any such request will not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate. This clause 26 will not limit the powers of the court exercisable in support of arbitration proceedings pursuant to s.44 of the Arbitration Act 1996 or the powers of the Tribunal under the Rules.

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26.8     The Tribunal will use as guidance, but not as strict rules of procedure, the IBA Rules on the Taking of Evidence in International Commercial Arbitration as current on Signing Date.

26.9     If this Agreement is translated into any language other than English, the English language text will prevail.

27.1     Prior approval of announcements

27.2     Consultation

28.1     The Seller irrevocably appoints Law Debenture Corporate Services Limited of Fifth Floor, 100 Wood Street, London EC2V 7EX as its agent for service of process in England for the purposes of the exercise of any powers by the High Court in support of arbitral proceedings (whether pursuant to the Arbitration Act 1996 or otherwise), and for the purposes of enforcement of any award or direction made by an arbitral tribunal appointed under this Agreement.

28.2     The Buyer irrevocably appoints Law Debenture Corporate Services Limited of Fifth Floor, 100 Wood Street, London EC2V 7EX as its agent for service of process in England for the purposes of the exercise of any powers by the High Court in support of arbitral proceedings (whether pursuant to the Arbitration Act 1996 or otherwise), and for the purposes of enforcement of any award or direction made by an arbitral tribunal appointed under this Agreement.

28.3     Each of the UBOs irrevocably appoints Law Debenture Corporate Services Limited of Fifth Floor, 100 Wood Street, London EC2V 7EX as its agent for service of process in England for the purposes of the exercise of any powers by the High Court in support of arbitral proceedings (whether pursuant to the Arbitration Act 1996 or otherwise), and for the purposes of enforcement of any award or direction made by an arbitral tribunal appointed under this Agreement.

28.4     If any Person appointed as agent for service of process ceases to act as such the relevant Party will immediately appoint another Person to accept service of process on its behalf in England and notify the other Parties of such appointment. If it fails to do so within 10 (ten) Business Days, any other Party will be entitled by notice to the relevant Party to appoint a replacement agent for service of process.

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IN WITNESS , this Agreement has been duly executed as a deed but not delivered until the day and year first written above.

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2.     Interpretation

2.1     In this Agreement (unless the context requires otherwise):-

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2.2     In this Agreement (unless the context requires otherwise), any reference:-

2.3     The contents list, headings and any descriptive notes are for ease of reference only and will not affect the construction or interpretation of this Agreement.

2.4     A company is a "subsidiary" of another company (its "holding company" ) if that other company, directly or indirectly, through one or more subsidiaries:-

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2.5     References to a statute or statutory provision include:-

2.6     Any amount to be converted from one currency into another currency for the purposes of this Agreement (except for the Indebtedness) will be converted into an equivalent amount at the Conversion Rate.

2.7     Save where otherwise provided in this Agreement, if there is any conflict or inconsistency between a term in the body of this Agreement and a term in any of the Schedules or any other document referred to or otherwise incorporated into this Agreement, the term in the body of this Agreement will take precedence.

2.8     The ejusdem generis rule does not apply to this Agreement. Accordingly, specific words indicating a type, class or category of thing will not restrict the meaning of general words following such specific words, such as general words introduced by the word other or a similar expression. Similarly, general words followed by specific words will not be restricted in meaning to the type, class or category of thing indicated by such specific words.

2.9     A reference in this Agreement to any English legal term for any action, remedy, method or form of judicial proceeding, legal document, court or any other legal concept or matter will be deemed to include a reference to the corresponding or most similar legal term in any jurisdiction other than England, to the extent that such jurisdiction is relevant to the transactions contemplated by this Agreement or the terms of this Agreement.

2.10     References to any payment being made on "an after-Tax basis" means that the amount so payable will be grossed up by such amount as will ensure that after deduction of any Taxation there will be left in the hands of the relevant payee a sum equal to the amount which would otherwise have been payable.

2.11     References to "ordinary and usual course of business" means actions that:-

2.12      "agreed form" in relation to any document shall mean the form of that document agreed by the Seller and the Buyer and initialled or signed by them or by their duly authorised representatives on the Signing Date or on or before Completion, as the case may be, as provided for in this Agreement.

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At Phase 1 Completion the Target shall:-

1.     issue and allot the Phase 1 Share to the Buyer free from all Encumbrances and together with all attached rights;

2.     enter into the Shareholders Agreement;

3.     register the issue and allotment of the Phase 1 Share to the Buyer by delivering the statutory Form H to the Maltese Registry of Companies;

4.     deliver or procure to be delivered to the Buyer:-

4.1     a share certificate in the name of the Buyer, evidencing that it has been duly registered as the owner of the Phase 1 Share;

4.2     true and complete copies of each Group Company's Constitutional Documents as in effect on the Phase 1 Completion Date;

4.3     a duly certified copy extract of the register of members of the Target as in effect immediately following Phase 1 Completion showing that the Buyer has been entered into the register of members as the holder of the Phase 1 Share;

4.4     a duly certified true and complete resolution of the general meeting of the Target authorising the allotment and issuance of the Phase 1 Share to the Buyer;

4.5     a duly certified true and complete copy of the resolutions of the Board of Directors:-

4.6     a receipt for the €1 (one Euro) nominal value and an additional receipt for USD$53,000,000 (fifty three million US Dollars) as a premium for the subscription price for the Phase 1 Share paid to the Target in accordance with Part 3 of this Schedule 3;

4.7     copies of all bank statements of all bank accounts of the Target and of the Company for the period of 1 (one) month ending on the Signing Date; and

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4.8     the Release(s) in the agreed form in respect of any Encumbrances granted by any Group Company in respect of the Indebtedness, including the URALSIB Encumbrances, duly executed by the relevant security holder together with (if necessary) any other Releases required in order to unencumber the assets of the Group Company in relation to the Indebtedness; and

5.     perform its obligations specified in Part 4 of this Schedule 3 .

At Phase 1 Completion the Seller shall:-

1.     enter into the Shareholders Agreement;

2.     deliver, or procure to be delivered, to the Buyer a written confirmation from the UBOs that either:-

2.1     there are no Related Party Receivables; or

2.2     all Related Party Receivables have been repaid.

3.     procure performance by the Target of its obligations in Part 1 of this Schedule 3.

At Phase 1 Completion the Buyer shall, upon completion of all the matters specified in Part 1 and Part 2 of this Schedule 3 :-

1.     enter into the Shareholders Agreement;

2.     perform its obligations specified in Part 4 of this Schedule 3;

3.     deliver to the Seller and the Target certified copies of the minutes of duly held meetings of the directors of the Buyer authorising the execution, delivery and performance of the Acquisition Documents to which the Buyer is a party and the consummation of the Transactions;

4.     the Buyer will deliver to the Seller its amended Constitutional Documents; and

5.     pass appropriate resolution for the valid appointment of each of the UBOs as a director of the Buyer.

1.     At Phase 1 Completion the Buyer will pay the sum of €1 (one Euro) as nominal value and transfer the amount of USD$53,000,000 (fifty three million US Dollars) as premium in exchange for the subscription of the Phase 1 Share by paying €1 (one Euro) and authorising the release of USD$53,000,000 (fifty three million US Dollars) pursuant to the terms of the Escrow Agreement.

2.     The Target will then lend the USD$52,000,000 (fifty two million US Dollars) to the Company pursuant to the terms of the Intra-Group Loan Agreement.

3.     Immediately upon receipt of the USD$53,000,000 (fifty three million US Dollars) from the Target, the Company will: -

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3.1     apply such amount to discharge the loan under the URALSIB Credit Agreement and any other outstanding amount of the Indebtedness; and

3.2     procure the immediate release of all URALSIB Encumbrances.

4.     Pursuant to instructions from the Parties in accordance with the Escrow Agreement the above payments will be initiated from the Escrow Account.

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1.     At Phase 2 Completion the Buyer shall pay USD$39,000,000 (thirty nine million US Dollars) for the Phase 2 Shares to the Bank Seller and USD$19,000,000 (nineteen million US Dollars) for the Loose Share to the Seller.

2.     Such payments totalising USD$58,000,000 (fifty eight million US Dollars) will be made pursuant to the terms of the Escrow Agreement and the Escrow Lock Box Agreement.

3.     The Buyer will also deliver to or procure to be delivered to the Seller confirmation of its agreeing to the nomination of directors from the Seller to the Board of Directors in accordance with the Shareholders Agreement.

At Phase 2 Completion the Bank Seller, Seller and the UBOs, as relevant, shall deliver or procure to be delivered to the Buyer:-

1.     a form of notification of the transfer of the Phase 2 Shares and the Loose Share duly signed and executed for filing with the Maltese Registrar of Companies (Form T);

2.     a duly executed share transfer instrument, substantially in the form as set out in Annex 1 attached, for each of the Phase 2 Shares and the Loose Share, as relevant;

3.     true and complete resolutions of the Board of Directors (and, if applicable, resolutions of the shareholders of the Target):-

3.1     approving the transfer of the Phase 2 Shares and Loose Share to the Buyer in accordance with this Agreement; and

3.2     agreeing to the nomination of a director from the Buyer to the Board of Directors in accordance with the Shareholders Agreement;

4.     a receipt for the USD$39,000,000 (thirty nine million US Dollars) purchase price for the Phase 2 Shares paid to the Bank Seller in accordance with Part 1 of Part A of this Schedule 4 ;

5.     a receipt for the USD$19,000,000 (nineteen million US Dollars) purchase price for the Loose Share paid to the Seller in accordance with Part 1 of Part A of this Schedule 4 ; and

6.     any other documents reasonably requested by the Buyer to evidence the transfer of the legal and beneficial interest in the Phase 2 Shares and Loose Share to the Buyer.

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At Phase 2 Completion the Target shall:-

1.     register the transfer of the Phase 2 Shares and Loose Share to the Buyer with the Maltese Registry of Companies;

2.     issue a share certificate in respect of the Phase 2 Shares to the Buyer;

3.     issue a share certificate in respect of the Loose Share to the Buyer;

4.     register the transfer of the Phase 2 Shares and Loose Share into the name of the Buyer in the register of members of the Target; and

5.     deliver or procure to be delivered to the Buyer a duly certified copy extract of the register of members of the Target as in effect immediately following Phase 2 Completion showing that the Buyer has been entered into such register of members as the holder of the Phase 2 Shares and Loose Share.

1.     At Phase 3 Completion the Buyer will pay the sum of and transfer the amount of USD$13,000,000 (thirteen million US Dollars) for the Phase 3 Shares.

2.     Such payment of USD$13,000,000 (thirteen million US Dollars) will be paid to the account of the Seller as notified by the Seller to the Buyer in writing 5 (five) Business Days prior to the Phase 3 Completion.

At Phase 3 Completion after payment of USD$13,000,000 (thirteen million US Dollars) the Seller and the UBOs shall deliver or procure to be delivered to the Buyer:-

1.     a duly executed statutory form(s) of transfer (Form T) for the Phase 3 Shares together with the original share certificate(s) for the Phase 3 Shares;

2.     a duly executed share transfer instrument, substantially in the form as set out in Annex 1 attached hereto, for the Phase 3 Shares;

3.     a receipt for the USD$13,000,000 (thirteen million US Dollars) purchase price for the Phase 3 Shares paid to the Seller in accordance with Part 1 of Part B of this Schedule 4 ; and

4.     any other documents reasonably requested by the Buyer to evidence the transfer of the legal and beneficial interest in the Phase 3 Shares to the Buyer.

At Phase 3 Completion the Target shall:-

1.     register the transfer of the Phase 3 Shares to the Buyer with the Maltese Registry of Companies;

2.     issue a share certificate in respect of the Phase 3 Shares to the Buyer;

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3.     register the transfer of the Phase 3 Shares into the name of the Buyer in the register of members of the Target; and

4.     deliver or procure to be delivered to the Buyer a duly certified copy extract of the register of members of the Target as in effect immediately following Phase 3 Completion showing that the Buyer has been entered into such register of members as the holder of the Phase 3 Shares.

1.     At Phase 4 Completion the Buyer will pay the sum of and transfer the amount of USD$9,000,000 (nine million US Dollars) for the Phase 4 Shares.

2.     Such payment of USD$9,000,000 (nine million US Dollars) will be paid to the account of the Seller as notified by the Seller to the Buyer in writing 5 (five) Business Days prior to Phase 4 Completion.

At Phase 4 Completion after payment of USD$9,000,000 (nine million US Dollars) the Seller and the UBOs shall deliver or procure to be delivered to the Buyer:-

1.     a duly executed statutory form(s) of transfer (Form T) for the Phase 4 Shares together with the original share certificate(s) for the Phase 4 Shares;

2.     a duly executed share transfer instrument, substantially in the form as set out in Annex 1 attached hereto, for the Phase 4 Shares;

3.     true and complete resolutions of the Board of Directors (and, if applicable, resolutions of the shareholders of the Target):-

3.1     approving the transfer of the Phase 4 Shares to the Buyer in accordance with this Agreement; and

3.2     agreeing to the nomination of a Director from the Buyer to the Board of Directors in accordance with the Shareholders Agreement;

4.     a receipt for the USD$9,000,000 (nine million US Dollars) purchase price for the Phase 4 Shares paid to the Seller in accordance with Part 1 of Part C of this Schedule 4 ; and

5.     any other documents reasonably requested by the Buyer to evidence the transfer of the legal and beneficial interest in the Phase 4 Shares to the Buyer.

At Phase 4 Completion the Target shall:-

1.     register the transfer of the Phase 4 Shares to the Buyer with the Maltese Registry of Companies;

2.     issue a share certificate in respect of the Phase 4 Shares to the Buyer;

3.     register the transfer of the Phase 4 Shares into the name of the Buyer in the register of members of the Target; and

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4.     deliver or procure to be delivered to the Buyer a duly certified copy extract of the register of members of the Target as in effect immediately following Phase 4 Completion showing that the Buyer has been entered into such register of members as the holder of the Phase 4 Shares.

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1.     Financing Tranche Subscription 1 and Financing Tranche Subscription 2 will be in respect of capital contributions by way of subscription for Target Shares by the Buyer in accordance with clause 3.1 .

2.     Completion of the relevant Financing Tranche Subscription will take place at the offices of Camilleri Preziosi.

3.     At each Financing Tranche Completion, the Buyer shall pay the relevant subscription price (nominal value and premium) for the relevant Financing Tranche Shares to the Target as set out in clause 3.1 .

4.     At each Financing Tranche Completion, the Target shall:-

4.1     allot and issue the relevant Financing Tranche Shares to the Buyer;

4.2     register the issue and allotment of the relevant Financing Tranche Shares to the Buyer by delivering the statutory Form H to the Maltese Registry of Companies;

4.3     deliver or procure to be delivered to the Buyer:-

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5.     The Buyer shall be permitted, in its sole discretion, to accelerate payments of any and all Financing Tranche Subscriptions at any time and, in the event of such accelerated payment, the Target shall be required to allot and issue the applicable Financing Tranche Shares to the Buyer.

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At Share Swap Completion the Buyer shall:-

1.     issue and allot to the Seller the Sharprock Swap Shares as set out in clause 6.3 on a non-diluted basis (that being based on the Buyer's issued and outstanding common shares only at that time and exclusive of any securities of the Buyer (i.e., options, warrants or other convertible securities) which are then exchangeable or convertible into additional common shares of the Buyer for consideration); and

2.     deliver to the Seller share certificates in respect of such shares.

At Share Swap Completion the Seller shall:-

1.     transfer, or procure the transfer of, the Remaining Union Shares to the Buyer;

2.     deliver duly completed and executed transfers of the Remaining Union Shares in favour of the Buyer or as it directs;

3.     deliver the certificates for the Remaining Union Shares; and

4.     deliver to the Buyer true and complete resolutions of the Board of Directors (and, if applicable, resolutions of the shareholders of the Target):-

4.1     approving the transfer of the Remaining Union Shares in accordance with this Agreement;

4.2     agreeing to the nomination of a further director from the Buyer to the Board of Directors in accordance with the Shareholders Agreement; and

4.3     any other documents reasonably requested by the Buyer to evidence the transfer of the Remaining Union Shares.

At Share Swap Completion the Target shall:-

1.     register the transfer of the Remaining Union Shares to the Buyer; and

2.     issue a share certificate in request of the Remaining Union Shares to the Buyer.

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1.1     The Seller is a limited liability company duly incorporated and validly existing under the laws of Malta.

1.2     The Seller has the legal right, full power and authority and all necessary consents and authorisations to enter into and perform its obligations under each of the Acquisition Documents to which it is a party.

1.3     No Insolvency Event has occurred in relation to the Seller.

1.4     Each of the Acquisition Documents to which the Seller is a party constitute, or will when executed constitute, legal, valid and binding obligations on the Seller in accordance with their respective terms.

1.5     The execution and delivery of and the performance by the Seller of its obligations under each of the Acquisition Documents to which it is a party will not:-

2.1     The Seller is the sole legal and registered owner of the Initial Target Shares.

2.2     The UBOs are the sole beneficial owners of the Initial Target Shares.

2.3     So far as the Seller is aware except as Disclosed in the Disclosure Letter, there is no Encumbrance affecting the Initial Target Shares nor any agreement to create any, and no Person has claimed to be entitled to any of such things.

2.4     So far as the Seller is aware, there are no existing, pending or to the knowledge of the Seller any threatened Disputes affecting any of the Target Shares or the Seller's ownership or entitlement to dispose of any of them. To the knowledge of the Seller, there are no circumstances which are likely to give rise to any such Disputes.

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2.5     The Initial Target Shares constitute the entire issued share capital of the Target. The Initial Target Shares have been properly issued and allotted in accordance with all requirements of Law and are fully paid up.

3.1     The Target is a limited liability company duly incorporated and validly existing under the laws of Malta.

3.2     The particulars set out in Schedule 2 relating to the Target are complete, accurate and not misleading.

3.3     Copies of the Constitutional Documents of the Target initialled by the Seller have been made available by email from the Seller to the Buyer's Counsel on the Signing Date and are complete, accurate and not misleading. These set out all rights attaching to each class of shares or participatory interest (as applicable) of the Target.

3.4     The Seller is not aware of any subsisting voting trusts, proxies, powers of attorney, shareholder agreements or other agreements in relation to the Target or the Target Shares, except for those included in the Disclosure Letter or otherwise notified by the Seller to the Buyer in writing immediately prior to the Signing Date.

3.5     The register of members and other registers contained in the statutory books of the Target have been properly kept and maintained in accordance with Law, are up to date and contain a complete and accurate record of the matters which should be dealt with in them. Neither of the Seller nor the Target has received any notice that any of them is incorrect or should be rectified.

3.6     So far as the Seller is aware the Target:-

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1.1     The Seller is a limited liability company duly incorporated and validly existing under the laws of Malta.

1.2     The Seller has the legal right, full power and authority and all necessary consents and authorisations to enter into and perform its obligations under each of the Acquisition Documents to which it is a party.

1.3     No Insolvency Event has occurred in relation to the Seller.

1.4     Each of the Acquisition Documents to which the Seller is a party constitute, or will when executed constitute, legal, valid and binding obligations on the Seller in accordance with their respective terms.

1.5     The execution and delivery of and the performance by the Seller of its obligations under each of the Acquisition Documents to which it is a party will not:-

3.1     The Seller is the sole legal and registered owner of the Initial Target Shares.

3.2     The UBOs are the sole beneficial owners of the Initial Target Shares.

3.3     There is no Encumbrance affecting the Initial Target Shares nor any agreement to create any and no Person has claimed to be entitled to any such things.

3.4     There are no existing, pending or to the knowledge of the Seller any threatened Disputes affecting any of the Target Shares or the Seller's ownership or entitlement to dispose of any of them. To the knowledge of the Seller, there are no circumstances which are likely to give rise to any such Disputes.

3.5     The Initial Target Shares constitute the entire issued share capital of the Target. The Initial Target Shares have been properly issued and allotted in accordance with all requirements of Law and are fully paid up.

4.1     The Target is a limited liability company duly incorporated and validly existing under the laws of Malta.

4.2     The particulars set out in Schedule 2 relating to the Target are complete, accurate and not misleading.

4.3     Copies of the Constitutional Documents of the Target have been included in the Disclosure Bundle and are complete, accurate and not misleading. These set out all rights attaching to each class of shares or participatory interest (as applicable) of the Target.

4.4     There are no subsisting voting trusts, proxies, powers of attorney, shareholder agreements or other agreements in relation to the Target or the Shares.

4.5     The register of members and other registers contained in the statutory books of the Target have been properly kept and maintained in accordance with Law, are up to date and contain a complete and accurate record of the matters which should be dealt with in them. Neither of the Seller nor the Target has received any notice that any of them is incorrect or should be rectified.

4.6     The Target has not carried on any business other than the holding of Shares.

4.7     The Target does not own, occupy or use any real estate or material assets.

4.8     The Target has no employees and is not a party to any employment contracts.

4.9     The Target has not incurred any liability, contingent or otherwise.

4.10    Since its incorporation, the Target has not:-

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4.11     On or before Phase 1 Completion, all debts and accounts between the Target and the Seller or any Related Person will have been duly paid and settled at a cost of no more than USD$50,000 (fifty thousand US Dollars).

4.12     The Target has not received or given any financial assistance in contravention of any Laws.

4.13     The Target has not received or performed any unlawful distribution in contravention of any Laws.

5.1     The Target is the sole legal and beneficial owner of the entire issued share capital of the Company.

5.2     There is no Encumbrance affecting any shares of the Company, nor any agreement to create any, and no Person has claimed to be entitled to any of such things.

5.3     The Company is duly incorporated and validly existing under the Laws of the Russian Federation. No action has been or is being taken to render invalid the state registration of the Company, exclude the Company from the Uniform State Register of Legal Entities, liquidate the Company or do any equivalent action under Russian Law.

5.4     The particulars set out in Schedule 2 relating to the Company are complete, accurate and not misleading.

5.5     The Company does not carry out, has not at any time carried out or is not entitled to carry out any activities which could be deemed 'strategic activities' for the purposes of the Strategic Companies Law.

5.6     Copies of the Constitutional Documents of the Company have been included in the Disclosure Bundle and are complete, accurate and not misleading. These set out all rights attaching to each class of shares of the Company.

5.7     There are no material internal regulations of the Company other than those disclosed in the Disclosure Letter and included in the Disclosure Bundle.

5.8     The shareholders register of the Company is maintained by Closed Joint Stock Company "Registrator NIKoil", with the registered office at bdg. 1, 5, Posledniy pereulok, the City of Moscow, 107045 and registered number OGRN 1027700060607, acting on the basis of licence No. 10-000-1-00290 issued on June 17, 2003 in accordance with Law, is up to date and contains a complete and accurate record of the matters which should be dealt with in them. None of the Seller, Target or Company has received any notice of any matters being incorrect or needing to be rectified.

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5.9     All the shares of the Company have been validly issued and are fully paid up, free of further capital contribution obligations and the paid up capital has not been repaid.

5.10    All the transactions with the shares of the Company have been executed and performed in accordance with the requirements of Law.

6.1     Each Group Company has kept proper records of all resolutions and decisions of its members (shareholders, if applicable), minutes of general meetings of its members (shareholders, if applicable) and minutes of meetings and resolutions of its boards of directors.

6.2      Every document (including Tax Returns) which any Group Company is or was required by Law to deliver to any Authority has been duly delivered and was complete and accurate in all material respects.

6.3     No Group Company is or has agreed to become a member of any partnership, joint venture, consortium or other unincorporated association, nor has the Company entered into any agreement or arrangement for sharing commissions or other income.

6.4     There are no actual or contingent:-

6.5     There is no contract, commitment, agreement, right or obligation of any kind to create any right of the kind mentioned in paragraph 6.4 above.

6.6     There are no agreements or other arrangements in force which:-

6.7     Since 30 September 2011:-

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6.8     No shares in any Group Company are or have been listed on any stock exchange or regulated market.

6.9     No Group Company has net assets which are (or were) less than the minimum charter or share capital required by Law.

6.10     Each acquisition by a Group Company of its interest in the equity of any other Group Company, whether from any party outside the Group or pursuant to any reorganisation of the Group, was completed in compliance with Law.

6.11     No proposal has been made which is still outstanding or resolution adopted for the dissolution or liquidation of any Group Company, and to the knowledge of the Seller no circumstances exist which may result in the dissolution or liquidation of any Group Company.

6.12     No proposal has been made which is still outstanding or resolution adopted for a statutory merger, reorganisation, consolidation or division, or a similar arrangement relating to any Group Company under the Law of any applicable jurisdiction.

6.13     No Group Company is a single member company (as defined in paragraph 2 Part 2 Article 88 of the Civil Code of the Russian Federation).

6.14     There are not outstanding any authorities (express or implied) by which any Person (other than a director of a Group Company) may enter into any contract or commitment to do anything on behalf of the Group or a Group Company except for those indicated in the Disclosure Letter.

7.1     No Insolvency Event has occurred in relation to or which may affect any Group Company. There are no circumstances which are likely to result in such an Insolvency Event.

7.2     No meeting has been convened at which a resolution is to be proposed, no resolution has been passed, no petition has been presented and no order has been made for the liquidation or any similar event on account of insolvency of any Group Company.

7.3     No Group Company, become unable to pay its debts or otherwise become insolvent in any relevant jurisdiction.

7.4     No Group Company has entered into any formal debt settlement arrangement with all of its creditors.

7.5     There are no transactions capable of being set aside, stayed, reversed, avoided or affected in whole or in part by any insolvency proceedings in relation to any Group Company or any part of its assets or undertaking (whether or not such proceedings have commenced) whether as transactions at an undervalue, fraudulent transactions against the interests of the creditors, preferences or paulian actions or similar concepts or legal principles.

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9.1     The accounts of the Group:-

9.2     The accounts of the Company:-

9.3     The accounts of the Target:-

9.4     All the accounting records of each Group Company are up to date, in its possession, and fully and accurately completed in accordance with Law and applicable principles and practices generally accepted in their respective jurisdictions.

9.5     Changes since 30 September 2011

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11.1     Full details of all Borrowings for each Group Company are contained in the Disclosure Bundle, including copies of all documents containing the relevant terms and conditions and the amounts outstanding and available.

11.2     There are no circumstances existing (including the entry into and performance of obligations under the Acquisition Documents) which:-

11.3     Full details of all Encumbrances created by any Group Company to secure Borrowings are included in the Disclosure Bundle.

11.4     No Group Company has factored, discounted or securitised any of their receivables.

11.5     There is no outstanding guarantee, indemnity, surety or security given by any Group Company for the benefit of a Person other than a Group Company.

12.1     No contract of any Group Company:-

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12.2     Each contract with a value of income or expenditure in excess of USD$2,000,000 (two million US Dollars) to which a Group Company is a party:-

12.3     The Group is subject to civil and commercial law with respect to its obligations under each of the agreements to which it is a party, and the execution, delivery and performance of each such agreement by it constitute private and commercial acts rather than public or governmental acts where applicable.

12.4     Under Russian Law, the Company has no immunity (sovereign or otherwise) from set-off under the jurisdiction of any court of the Russian Federation or any legal process in any court of the Russian Federation (whether through service of notice, attachment prior to Judgment, attachment in aid of execution, execution or otherwise).

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12.5     No Group Company is, nor has agreed to become, a member of any joint venture, consortium, partnership or other unincorporated association.

12.6     No Group Company is, or has agreed to become, a party to any agreement or arrangement for sharing commissions or other income.

12.7     The transactions contemplated by the Acquisition Documents will not result in a breach of, or give any party the right to terminate or vary, or result in any Encumbrance under, any contract.

13.1     The Exploration and Production Licence has been issued to the Company in accordance with Russian Law and all relevant procedures for such issuance have been complied with.

13.2     The Company has taken all steps to ensure that the Exploration and Production Licence has been validly and legally issued.

13.3     There has been no material breach of the Exploration and Production Licence and, there are no facts, matters or circumstances which might in any way prejudice the continuation or renewal of the Exploration and Production Licence.

13.4     In addition to the Exploration and Production Licence each Group Company has obtained all licences, permissions, authorisations and consents, from any person, authority or body which are necessary or desirable for the carrying on of its business in the places and in the manner in which such business is carried on the Signing Date ( "Ancillary Licence(s)" ) .

13.5     All such Ancillary Licences, are in full force and effect, are not limited in duration or subject to any unusual or onerous condition or any condition which is personal to the Seller, Target or Company.

13.6     There has been no breach of any of the terms or conditions of any such Ancillary Licences and there are no facts, matters or circumstances which might in any way prejudice the continuation or renewal of any such Ancillary Licences.

13.7     No Group Company, the Seller nor any Person connected with them has done or caused to be done or omitted any action, matter or thing which could cause any licence, permission, authorisation or consent relevant to its operations not to be renewed or extended following its expiry date ( "Expiry Date" ) and/or which would prevent the continuance under such licence, permission, authorisation or consent after the Expiry Date of the same operations as those currently included in the business plans of the Group.

13.8     No Person is or will be entitled to terminate or revoke the Exploration and Production Licence or any Ancillary Licence as a result of the entry into or performance of this Agreement or any of the transactions contemplated by this Agreement.

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14.1     The Group maintains mandatory insurance policies of the types required under Russian Law.

14.2     All the assets of the Group of an insurable nature (including the Properties) have at all material times and are as at the Signing Date insured in amounts representing their full replacement or reinstatement value (with no provision for deduction or excess) against fire and other insurable risks normally insured (including terrorism) against by persons carrying on the same type of business as that carried on by the Group.

14.3     The Group is now and has at all material times been adequately insured against accident, damage, injury, third party loss (including, without limitation, product liability), loss of profits and other risks normally insured against by persons carrying on the same type of business as that carried on by the Group.

14.4     All policies of insurance effected by or for the benefit of the Group are currently in full force and effect and nothing has been done or omitted to be done which could make any such policy of insurance void or voidable or which is likely to result in an increase in premium.

14.5     All premiums payable in respect of insurance policies which have become due have been duly paid and no circumstances have arisen which would vitiate or permit the insurers to avoid such policies.

14.6     A copy of each policy of insurance effected by or for the benefit of the Group is attached to the Disclosure Letter. None of such policies is subject to any special or unusual terms or restrictions or to the payment of any premium in excess of the normal rate.

14.7     The information in the Disclosure Letter with respect to the insurance policies is up to date and true and accurate in all respects.

14.8     No claim is outstanding or may be made under any such policies and no circumstances exist which could give rise to such a claim. Details of all claims made by the Company under any policy of insurance effected by it or for its benefit during the 5 (five) years prior to the Signing Date are disclosed in the Disclosure Letter .

15.1     There is no pending action, suit, proceeding or claim by any third party challenging any Group Company's rights in or to any of its assets.

15.2     The Company is the legal and beneficial owner and has good and marketable ownership title to all assets included in its accounts or acquired by it since 30 September 2011 (except for any current assets sold or realised in the ordinary and usual course of business since 30 September 2011) and none of such assets is the subject of any Encumbrance.

15.3     No claim has been made by any Person to be entitled to any Encumbrance on or over any of the assets, property or undertaking of the Group.

15.4     There is no Dispute, directly or indirectly, between the Group and any Person relating to any of the assets of the Group.

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15.5     The assets owned by the Group together with the services and facilities to which it has a contractual right comprise all the assets, services and facilities necessary or desirable for the carrying on of the business of the Group as now carried on.

15.6     Plant and machinery

15.7     The debts receivable, including trade receivables, and other current receivables due to any Group Company, including Related Party Receivables:-

15.8     All Related Party Receivables will have been paid in full as at Phase 1 Completion.

16.1     No Disputes have been commenced or are pending against any Group Company.

16.2     There is no unfulfilled or unsatisfied Judgment outstanding against any Group Company.

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16.3     No Group Company is party to any undertaking or assurance given to any court or government or governmental agency or regulatory body which is still in force.

16.4     No governmental or official investigation or inquiry concerning any Group Companies or any of their directors or employees is in progress or pending which is or would be reasonably likely to have a material adverse effect on the business of any Group Company as a result of their breach of Law and to the best of the knowledge, information and belief of the UBOs and executive management of the Company there are no facts, matters or circumstances which could give rise to any such investigation or inquiry other than routine or scheduled enquiries required by Law.

17.1     No Group Company has any overdue Tax liabilities. No Group Company is overdue in the filing of any Tax Returns, reports and other information required to be filed by it with any appropriate Tax Authority. Each such Tax Return, report or other information was, when filed, accurate and complete in all material respects.

17.2     Except for the existing Tax claims disclosed in the Disclosure Letter, all amounts of Tax shown as due on such Tax Returns required to be filed by or on behalf of the Group as due from the Group have been fully and timely paid.

17.3     No Group Company has been involved in a Dispute by any Tax Authority with respect to any Tax due from or with respect to a Group Company or any Tax Returns filed by or with respect to a Group Company other than under the normal Tax audit procedures of the relevant jurisdiction. No such Tax audit is ongoing in respect of a Group Company.

17.4     All information, notices, accounts, statements, reports, computations, assessments and returns which ought to have been submitted, made or given to any relevant Tax Authority by any Group Company have been properly and duly so submitted, made or given, and all information, notices, accounts, statements, reports, computations, assessments and returns submitted, made or given to any Tax Authority are true and accurate and none of them is the subject of any Dispute or likely to become the subject of any dispute with any such Tax authority.

17.5     Each Group Company has within applicable time limits, kept and maintained complete and accurate records, invoices and other information in relation to any Tax as it is required or is prudent to keep and maintain. Such records, invoices and information form part of accounting arrangements that enable each Group Company's Tax liabilities to be calculated accurately in all material respects.

17.6     Each Group Company has kept and maintained complete and accurate records, invoices and other information in relation to all Tax losses which have been utilised by it and all Tax losses which are capable of being utilised by it in the future.

17.7     No Group Company is likely to become liable to pay, any interest, penalty, surcharge or fine relating to any Tax.

17.8     No Group Company is currently subject to any investigation or audit by any Tax Authority and no Group Company has received a notice to the effect that any such investigation or audit is planned and will take place after the Signing Date.

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17.9     Each Group Company has complied with all statutory provisions, rules, regulations, orders and directions concerning VAT.

18.1      Each Group Company is conducting, and prior to the Completion Date has conducted, its business in compliance with the provisions of its organisational documents and Law and is not, and has not prior to the Completion Date been, in breach of any such provisions or Law in any material respect.

18.2     No Group Company has committed or omitted to do any act or thing which could give rise to any fine or penalty, nor is any Group Company a party to any agreement, practice or arrangement which in whole or in part:-

18.3     No Group Company is, and has been, the subject of any investigation by FAS or any other anti-trust Authority, nor has it contravened any undertakings given to any such Authority.

22.1     There is not now outstanding and there has not at any time been any contract or arrangement between a Group Company on the one hand and the Seller or any Related Person on the other hand.

22.2     The Group does not depend upon the use of any assets owned by, or facilities or services provided by the Seller or any Related Person.

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25.1     The Group has duly complied with all relevant requirements of any DP Law including, but not limited to, compliance with the following:-

25.2     The Group has not received a notice or allegation alleging non-compliance with data protection principles.

25.3      The requisite consents and fair processing notices as required under DP Law have been obtained by the Group and provided to data subjects to enable data to be processed in connection with the Group's business.

26.1     None of the directors, officers, employees, agents or other Persons acting on behalf of a Group Company has been party to:-

26.2     The Group's assets do not include any property acquired under illegal transactions or by illegally obtained funds.

26.3     During the 5 (five) years preceding the date of Phase 1 Completion, neither the Seller nor any Group Company, nor any Representatives have, directly or indirectly, offered, paid, promised to pay or authorised the payment of, any money or other thing of value (including travel, gifts or entertainment) to any officer, employee or representative (regardless of whether or not the individual has decision-making power) of any customer or Government Official for purposes of:-

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26.4     During the 5 (five) years preceding the date of Phase 1 Completion, neither the Seller nor any Group Company, nor any of their respective Representatives have paid, offered or promised to pay or authorised the payment of, directly or indirectly, and will not pay offer or promise to pay or authorise the payment of, directly or indirectly, any monies or anything of value, including without limitation side payments, discounts or rebates of any form in exchange for the purchase of the Group's products or services to any person other than the person taking legal title to the product objectively contemplated by the sale as the recipient or being end user of the service.

28.1     Employees and Terms of Employment

28.2     Compliance

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28.3     Employment Claims

28.4     Redundancies

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29.2     Land Law

29.3     Statutory Obligations

29.4     Rental Agreements

30.1     Each Group Company is, and at all times has been, in full compliance with, and has not been and is not in violation of or liable under, any Environmental Law. No Group Company has received, any citation, directive, inquiry, notice, order, summons, warning or other communication that relates to Hazardous Activity, Hazardous Substances, or any alleged, actual, or potential violation or failure to comply with any Environmental Law, or of any alleged, actual, or potential obligation to undertake or bear the cost of any environmental, health and safety liabilities with respect to any property or asset (whether real or tangible) in which any Group Company has or had an interest, or with respect to any Hazardous Facility in which any Group Company has or had an interest, and there is no basis to expect any actual or threatened order, notice or other communication from any Authority of any actual or potential violation or failure to comply with any Environmental Law, or of any actual or threatened obligation to undertake or bear the cost of any environmental, health and safety liabilities with respect to any property or asset.

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30.2     No Group Company has or had an interest in, or operated any Hazardous Facility.

30.3     There are no pending or, to the knowledge of the Seller, or any Group Company, threatened claims, Encumbrances, or other restrictions of any nature resulting from any environmental, health and safety liabilities or arising under or pursuant to any Environmental Law with respect to or affecting the Properties owned or used by any Group Company .

30.4     There are no Hazardous Substances present on or in the Environment at any Properties owned or used by any Group Company or at any geologically or hydrologically adjoining property. No Group Company has permitted or conducted, or is aware of, any Hazardous Activity conducted with respect to any property owned or used by any Group Company except in full compliance with any applicable Environmental Law .

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3.1     Each Group Company has kept proper records of all resolutions and decisions of its members (shareholders, if applicable), minutes of general meetings of its members (shareholders, if applicable) and minutes of meetings and resolutions of its boards of directors.

3.2     There are no actual or contingent :-

3.3     There is no contract, commitment, agreement, right or obligation of any kind to create any right of the kind mentioned in paragraph 3.2 above.

3.4     There are no agreements or other arrangements in force which:-

3.5     No proposal has been made which is still outstanding or resolution adopted for the dissolution or liquidation of any Group Company, and to the knowledge of the Seller no circumstances exist which may result in the dissolution or liquidation of any Group Company.

4.1     Each Group Company is conducting, and prior to the Completion Date has conducted, its business in compliance with the provisions of its Constitutional Documents and Law and is not, and has not prior to the Completion Date been, in breach of any such provisions or Law in any material respect.

5.1     The Exploration and Production Licence has been issued to the Company in accordance with Russian Law and all relevant procedures for such issuance have been complied with.

5.2     The Company has taken all steps to ensure that the Exploration and Production Licence has been validly and legally issued.

5.3     There has been no material breach of the Exploration and Production Licence and, there are no facts, matters or circumstances which might in any way prejudice the continuation of the Exploration and Production Licence.

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1.     The Buyer is duly incorporated and validly existing under the Laws of its country of incorporation.

2.     The Buyer has the legal right, full power and authority and all necessary consents and authorisations to enter into and perform its obligations under each of the Acquisition Documents.

3.     No Insolvency Event has occurred in relation to the Buyer.

4.     Each of the Acquisition Documents constitutes, or will when executed constitute, legal, valid and binding obligations on the Buyer in accordance with their respective terms.

5.     The execution and delivery of and the performance by the Buyer of its obligations under each of the Acquisition Documents will not in relation to it:-

5.1     result in a breach of any provision of its memorandum or articles of association;

5.2     result in a breach of, or constitute a default under, any:-

5.3     require the Buyer to obtain approval from any Authority, or give any notice to or make any registration with, any Authority which has not already been obtained or made.

6.     In respect of the Sharprock Swap Shares:-

6.1     there will be no restrictions or limitations of any kind on the Buyer's capacity or rights to issue, allot and transfer title to the Sharprock Swap Shares to the Seller in accordance with clause 6 ;

6.2     all consents (whether from the board of directors or otherwise) and procedures in respect of the issue of the Sharprock Swap Shares to the Seller will be obtained, followed and/or waived so that the Seller obtains full and effective legal title to the Sharprock Swap Shares; and

6.3     the Sharprock Swap Shares will be allotted and issued with full title guarantee free from any Encumbrances.

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The UBOs agree jointly and severally to indemnify and keep indemnified the Buyer on demand against any and all Foreseeable Losses and reasonable expenses (including reasonable legal and other advisers' or consultants' fees) suffered by the Buyer and/or any Group Company arising from, caused by, relating to or in connection with any suspension, early termination, or revocation, restriction or limitation by Rosnedra or any other Authority of the Exploration and Production Licence arising from, or caused by, an event, circumstance, occurrence, action or omission which occurred prior to Completion including damage to the Environment (together the "Licence Indemnity" ) other than any restriction or limitation expressly approved in writing by the Buyer.

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The UBOs agree jointly and severally to indemnify and keep indemnified the Buyer on demand against:-

1.     any and all Foreseeable Losses and reasonable expenses (including reasonable legal and other advisers' or consultants' fees) suffered by the Buyer and/or any Group Company arising out of, related to or caused by any of the following:-

1.1     failure by any Group Company to have obtained or maintained in full force and effect all permits, authorisations and approvals required under applicable Environmental Laws or failure to have complied with their respective requirements;

1.2     any administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of non-compliance or violation, investigation or proceeding relating to Environmental Laws against any Group Company;

1.3     any order for clean-up or remediation, or an action, suit, or proceeding by any Person or any Authority, against or affecting any Group Company relating to Environmental Laws;

1.4     the Environment at any property owned or occupied by any Group Company being contaminated by a Hazardous Substance otherwise than in compliance with Environmental Laws;

1.5     any emission, discharge, migration, percolation or escape of any Hazardous Substance into the Environment at, on, under or from any property owned or occupied by any Group Company otherwise than in compliance with Environmental Laws;

1.6     any deposit, treatment, storage, treatment, recycling, transfer or transportation or disposal of Hazardous Substances in the Environment at any property owned or occupied by any Group Company otherwise than in compliance with Environmental Law;

1.7     the failure to comply with Law in relation to the operation of any Hazardous Facilities; and

1.8     any damages, dues, penalties, fines, costs, amounts paid in settlement, liabilities, obligations, Taxes, Encumbrances or losses due to a failure by any Group Company comply fully with Environmental Law,

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The UBOs agree jointly and severally to indemnify and keep indemnified and hold harmless, upon demand by the Buyer, from and against all or any Foreseeable Losses (including all legal and other costs, charges and expenses), arising from or in connection with:-

1.1     any failure by the Seller and any of the UBOs to sell the full beneficial and legal interest, or the Target to issue and allot the full beneficial and legal interest, in the relevant Target Shares to the Buyer with full title guarantee free from all Encumbrances and third party rights or claims and with all attached or accrued rights pursuant to the terms of this Agreement;

1.2     any irregularity relating to the transfer of any Target Shares to the Seller by any their former owner(s);

1.3     any irregularity or defect in title relating to the transfer of the Company's Shares to the Target by any of their former owner(s) and/or the ownership of the entire issued share capital of the Company by the Target;

2.1     any claims related to the payment in full of the statutory capital of a Group Company and/or the issue and allotment of the shares of a Group Company;

2.2     any claims related to the declaration and/or payment of dividends and relevant Taxes by any Group Company;

2.3     any defect in or Encumbrance with respect to the shares of a Group Company, the title to any of the shares in a Group Company which results directly or indirectly from any act or omission on the part of the Target or the Seller;

2.4     any circumstance which results directly or indirectly from any act or omission on the part of the Target or the Seller which may involve rendering invalid the registration of a Group Company, or exclusion from the respective register, or liquidation of a Group Company upon a claim of any Authority or equivalent action under the Law;

3.1     a Group Company having failed to file with the Tax Authority all necessary Tax Returns, declarations, reports, information returns and statements required to be filed by it for the purposes of, or in connection with, Taxes which are due on or prior to Phase 1 Completion;

3.2     a Tax Return not being in all respects true, complete and correct and filed on a timely basis;

3.3     a Group Company not having, within the time and in the manner prescribed by Law, paid or made full provision for all Tax that is due and payable on or prior to Phase 1 Completion;

3.4     any deficiency in relation to Tax that has been proposed, asserted or assessed against a Group Company and any delinquencies in the payment of any Tax which exists for and for which a Group Company could be liable prior to Phase 1;

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3.5     any Encumbrances for Tax on the property and assets of Group Company or any arrest of the bank accounts of Group Company, arising from acts, facts or circumstances existing on or prior to Phase 1 Completion;

3.6     any Group Company having failed to comply in any manner with all applicable Law, relating to Tax;

3.7     any state, regional, local or foreign audits or other administrative proceedings or court proceedings which are presently pending or are threatened with regard to any Tax or Tax Returns; and

3.8     any Group Company having, on or prior to Phase 1 Completion or during the 3 (three) years prior to Phase 1 Completion, entered into any transaction with either the other Group Company or any third party under which the price of the goods or works or services deviates for more than 20% (twenty per cent.) of the market price for such goods, works or services, respectively;

except in each case as set out in paragraphs 3.1 to 3.8 above such matters as are Disclosed in the Disclosure Letter.

4.1     any claim with respect to deficiencies of the Company's title to the Properties or other assets of the Company, or Encumbrances on such Properties or assets, or in connection with relevant payments to the state, regional or local budgets made or to be made in relation to such Properties or assets or other statutory obligations with respect to the Properties or assets which occurred prior to the Signing Date;

4.2     any claim, order, prescription, decision or other act issued by any Authority in connection with any Land Permissions that imposes or could involve imposing of fines or penalties on the Company or otherwise impacts its business operations arising from acts, facts or circumstances existing on or prior to the Signing Date.

5.1     any claim in respect of any agreements or other arrangements entered into by the Company which could be deemed to record or constitute:-

5.2     any claim in connection with a failure by any Group Company to provide for mandatory insurance as required by the Law;

5.3     all or any liabilities of any Group Company existing on the Signing Date for obligations or defaults of any third party other than a Group Company.

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6.1     any act or omission of any Group Company that contravenes:-

6.2     subject to those matters which are Disclosed in the Disclosure Letter, any breach of Law which is likely to have a material adverse effect on the Group.

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1.     The Seller shall procure that no member of the Group shall at any time prior to Phase 1 and Phase 2 Completion without the prior written consent of the Buyer (such consent not to be unreasonably withheld or delayed):-

1.1     do, allow or procure any act or omission which would constitute or give rise to a breach of any Warranty if such Warranty were to be repeated at any time before Completion by reference to the facts and circumstances then existing; or

1.2     pass any resolution of the members (or in general meetings) of the Target and/or the Company, whether in general meeting or otherwise or enter into any agreement to the like effect; or

1.3     authorise or incur any capital expenditure in excess of USD$1,500,000 (one million five hundred thousand US Dollars) per item or USD$5,000,000 (five million US Dollars) in aggregate or agree to do so; or

1.4     incur or agree to incur any liability in excess of USD$1,500,000 (one million five hundred thousand US Dollars) except in the ordinary and usual course of business; or

1.5     do, allow or procure any act or omission which would adversely affect the Exploration and Production Licence or any Ancillary Licences; or

1.6     sell, lease, assign or otherwise transfer or dispose of any asset or any interest therein or agree to do so, involving a consideration in excess of USD$1,500,000 (one million five hundred thousand US Dollars) per item or USD$5,000,000 (five million US Dollars) in aggregate; or

1.7     create or agree to create any Encumbrances on or over all or any material part of its assets, property or undertaking; or

1.8     amend, terminate or enter into or agree to amend, terminate or enter into any Material Contract to which it is a party except in the ordinary and usual course of business; or

1.9     remove any of its directors or appoint any new director; or

1.10   employ or agree to employ or offer to employ any new employee with an annual remuneration of more than USD$100,000 (one hundred thousand US Dollars); or

1.11   vary or agree to vary the terms and conditions of service (including, without limitation, the remuneration, bonuses, commissions and other benefits) of any of its directors or employees; or

1.12   amend or terminate or agree to amend or terminate any consultancy agreement to which it is a party or engage any new consultant or agree to do so; or

1.13   sell, transfer or otherwise dispose of any of the Properties or any interest in any of the Properties or agree to do so; or

1.14   pay any management charge or service charge or consultancy or other fee to the Seller or any Related Person or agree to do so; or

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<PAG>

1.15   make, declare or pay any dividend or other distribution; or

1.16   create, allot or issue or purchase or redeem any of its share or loan capital or acquire any shares in any other company or agree to do so; or

1.17   amend, terminate or enter into or agree to amend, terminate or enter into any agreement or arrangement between any member of the Group on the one hand and the Seller and/or all or any Related Persons and/or any director, officer, employee or consultant of any member of the Group on the other hand, except (in each case) where such actions are required:-

2.   The Seller shall procure that, pending Phase 1 Completion:-

2.1   the Buyer and its directors, officers, employees, agents and advisers shall be given full access upon reasonable notice to all premises of each member of the Group and to the books and records and databases of each member of the Group (including, without limitation, all books of account, statutory books, minute books, contracts, documents of title and other evidence of ownership of its assets, supplier lists, leases, customer lists and price lists) together with the right to take copies; and

2.2   the Buyer shall be entitled to attend (through up to 2 (two) representatives) all board meetings of any member of the Group (reasonable notice of which shall be given to the Buyer).

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All real estate presently occupied by the Company.

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1.   In consideration of the Buyer entering into this Agreement, the UBOs (each as a primary obligor and not merely as surety) unconditionally and irrevocably jointly and severally guarantee as continuing obligations the proper and punctual performance and observance by the Seller of all of its obligations under or pursuant to this Agreement or any agreement or document entered into pursuant to this Agreement (including, without limitation, the payment of all amounts payable to the Buyer) on the terms and subject to the limitations under which such obligations operate under the relevant document.

2.   The UBOs shall jointly and severally indemnify and keep indemnified the Buyer on demand against all losses, liabilities, claims, costs, demands or expenses suffered or incurred by the Buyer as a result of the failure by the Seller and/or the Target and/or the UBOs to observe or perform any of its/their obligations under this Agreement or any agreement or document entered into pursuant to this Agreement.

3.   Each of the UBOs' liability under this guarantee shall not be affected, discharged, modified or impaired by:-

4.     Each of the UBOs shall make the payments due from them under this guarantee on an after-Tax basis in full, without any deduction or withholding in respect of any claim (whether by way of set-off, counterclaim or otherwise) asserted from time to time by the Seller or the Target against the Buyer or under or pursuant to this Agreement or any agreement or document entered into pursuant to this Agreement, or in respect of any other matter or thing, except as required by Law.

5.     The Buyer may claim under this guarantee without making any claim or taking any proceedings against the Seller or the Target or taking any action to claim under or enforce any other right or security or other guarantee which it may hold from time to time in respect of the obligations of the Seller or the Target under this Agreement or any agreement or document entered into pursuant to this Agreement.

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6.     This guarantee shall remain in force and effect until each of the Seller and the Target has performed, observed and discharged all of its obligations under or pursuant to this or any agreement or document entered into pursuant to this Agreement.

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The following limitations will apply to the conduct of a Third Party Claim (but not any other matter or claim) related to the Warranties and Core Warranties:-

1.     If the Buyer becomes aware of a matter which is reasonably likely to give rise to a Third Party Claim the Buyer will promptly give notice to the Seller of the matter and will consult with the Seller with respect to such matter;

2.     The Seller will have the right to conduct any Third Party Claim with counsel of its choice reasonably satisfactory (consent not to be unreasonably withheld or delayed) to the Buyer provided that: -

3.     So long as the Seller is conducting the defence of the Third Party Claim:-

4.     If any of the conditions in paragraphs 2 and 3 above are not or cease to be satisfied:-

5.     If the Seller elects to assume the defence of a Third Party Claim then the Seller will be deemed conclusively to have accepted for the purposes of this Agreement that any Claim relating to such Third Party Claim is within the scope of a Claim and subject to compensation and/or indemnification, as applicable, in accordance with this Agreement but will not be required to pay:-

6.     The Seller will not be entitled to assume control of the conduct of any proceedings if: -

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The following limitations will apply to the conduct of a Third Party Indemnity Claim (but not any other matter or claim) in respect of the Indemnities:-

1.     If the Buyer becomes aware of a matter which is reasonably likely to give rise to a Third Party Indemnity Claim the Buyer will promptly give notice to the Seller of the matter and will consult with the Seller with respect to such matter;

2.     The Seller will have the right to conduct any Third Party Indemnity Claim with counsel of its choice reasonably satisfactory (consent not to be unreasonably withheld or delayed) to the Buyer provided that:-

3.     So long as the Seller is conducting the defence of the Third Party Indemnity Claim:-

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4.     If any of the conditions in paragraphs 2 and 3 above are not or cease to be satisfied:-

5.     If the Seller elects to assume the defence of a Third Party Indemnity Claim then the Seller will be deemed conclusively to have accepted for the purposes of this Agreement that any Claim relating to such Third Party Indemnity Claim is within the scope of a Claim and subject to compensation and/or indemnification, as applicable, in accordance with this Agreement but will not be required to pay:-

6.     The Seller will not be entitled to assume control of the conduct of any proceedings if:-

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The following limitations will apply to the Warranties, Core Warranties and Indemnities:-

1.     the liability of the UBOs will be joint and several but their aggregate liability for Claims or pursuant to the Indemnities will not exceed the sums paid by the Buyer pursuant to the terms of this Agreement.

2.     The UBOs will only be liable to make payment for Claims or pursuant to the Indemnities where the aggregate amount of such liabilities exceeds USD$250,000 (two hundred and fifty thousand Dollars) which will be a deductible and the UBOs will only be liable for the amount of such liabilities to the extent that they exceed in aggregate USD$250,000 (two hundred and fifty thousand Dollars).

3.     The UBOs will not be liable in respect of any Claim or pursuant to the Indemnities unless the Buyer has served on them a written notice containing reasonable details of the Claim or pursuant to the Indemnities before whichever be the earlier of :-

4.     The UBOs will not be liable to pay damages or other compensation more than once in respect of any claim under the Warranties, Core Warranties and Indemnities so that there will be no double counting in respect of any such damages or other compensation.

5.     The UBOs will be entitled to compensate the relevant Group Company for any matter which has been the subject of a Third Party Claim and/or a Third Party Indemnity Claim (but not any other matter) by paying the full amount of the loss and related costs to the relevant Group Company on an after-Tax basis together with all related costs and expenses so that the relevant Group Company is fully indemnified and held harmless against such loss and related costs.

Such payments must be made prior to the Buyer commencing proceedings pursuant to this Agreement in respect of the relevant amounts otherwise the entitlement to make such payments by the UBOs will cease to have effect and their entitlement to make such payments will lapse after such proceedings are commenced.

6.     In relation to any claim pursuant to the Warranties or the Core Warranties or the Indemnities which is not a Third Party Indemnity Claim or a Third Party Warranty Claim (other than in respect of title to Shares), the Buyer will be obliged to commence proceedings for such claim no later than the second anniversary of the date on which notice of such claim is served on the Seller.

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1.1     The Buyer grants to the Seller and the UBOs together an option (the "Put Option" ) to require the Buyer to purchase all of the Remaining Union Shares on the following terms of this Schedule 20 .

1.2     The sale of the Remaining Union Shares by the Seller and the UBOs will be:-

2.1     Subject to paragraph 3 below, the Seller and both the UBOs may together exercise the Put Option only by serving written notice signed by all of them (the "Option Notice" ) on the Buyer:-

2.2     The Put Option may be exercised only in respect of all (but not part only) of the Remaining Union Shares.

2.3     Exercise of the Put Option shall oblige the Seller and UBOs together to sell and the Buyer to buy the Remaining Union Shares on the terms of this Schedule 20 .

2.4     If the Option Notice is not duly served within the relevant period specified in this clause it shall cease to be exercisable and shall lapse.

2.5     Once an Option Notice has been served it may not be revoked.

2.6     No Option Notice may be served following service of a Share Swap Notice.

3.1     As soon as reasonably possible after service of the Option Notice, the Seller and the Buyer shall appoint an independent financial consultant ( "Financial Consultant" ) to calculate the price of the Remaining Union Shares (the "Option Price" ).

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3.2     The Financial Consultant shall use the technical and economic data made available to them to determine the Option Price.

3.3     Promptly but in any event no later than 30 (thirty) Business Days after the signature of their engagement letter the Financial Consultant shall deliver their calculation of the Option Price (the "Price Calculation" ) to the Parties.

3.4     In determining the Option Price, the Financial Consultant shall act as an expert and not an arbitrator, and its Price Calculation (in the absence of fraud or manifest error) shall be final and binding on the Parties.

3.5     The fees and expenses of the Financial Consultant shall be borne by the UBOs and the Buyer.

4.1     Completion of the Put Option (the "Put Option Completion" ) shall take place within 10 (ten) Business Days immediately following receipt of the relevant Price Calculation. The following events will take place at Put Option Completion:-