Exhibit 10.57


 


DATED                   2008


 


 


RESACA EXPLOITATION, INC. (1)


 


SEYMOUR
PIERCE LIMITED (2)


 


ROYAL BANK OF CANADA EUROPE
LIMITED (3)


 


and


 


BRYAN JAMES c/o ALICIA HAYNES  (4)


 


	
   

  	
   

  	
   

  
	
   

  	
  LOCK-IN AND

  	
   

  
	
   

  	
  ORDERLY MARKETING DEED

  	
   

  
	
   

  	
   

  	
   

  



 





 


Solicitors and Registered Foreign Lawyers 


Regulated by the Solicitors Regulation Authority


 

















 


CONTENTS


 


	
  1.

  	
  DEFINITIONS
  AND INTERPRETATION

  	
  1

  
	
   

  	
   

  	
   

  
	
  2.

  	
  LOCK-IN
  AND ORDERLY MARKETING ARRANGEMENTS

  	
  4

  
	
   

  	
   

  	
   

  
	
  3.

  	
  ORDERLY
  MARKETING

  	
  6

  
	
   

  	
   

  	
   

  
	
  4.

  	
  WARRANTIES
  AND REPRESENTATIONS

  	
  6

  
	
   

  	
   

  	
   

  
	
  5.

  	
  ENTIRE
  AGREEMENT

  	
  6

  
	
   

  	
   

  	
   

  
	
  6.

  	
  ASSIGNMENT

  	
  6

  
	
   

  	
   

  	
   

  
	
  7.

  	
  THIRD
  PARTY RIGHTS

  	
  7

  
	
   

  	
   

  	
   

  
	
  8.

  	
  FURTHER
  ASSURANCE

  	
  7

  
	
   

  	
   

  	
   

  
	
  9.

  	
  COUNTERPARTS
  AND EXECUTION

  	
  7

  
	
   

  	
   

  	
   

  
	
  10.

  	
  INVALIDITY

  	
  7

  
	
   

  	
   

  	
   

  
	
  11.

  	
  VARIATION
  OF TERMS

  	
  7

  
	
   

  	
   

  	
   

  
	
  12.

  	
  NOTICES

  	
  7

  
	
   

  	
   

  	
   

  
	
  13.

  	
  GOVERNING
  LAW AND JURISDICTION

  	
  9

  
	
   

  	
   

  	
   

  
	
  14.

  	
  AGENT FOR SERVICE OF PROCESS

  	
  9

  



 

















 


THIS DEED is made on                     2008


 


BETWEEN:


 


(1)           RESACA EXPLOITATION, INC. (a
corporation registered in Texas), whose registered office is at 1331 Lamar, Suite 1450,
Houston, Texas 77010, USA (the “Company”);


 


(2)           SEYMOUR PIERCE LIMITED (a
company registered in England and Wales with registered number 2104188), whose
registered office is at 20 Old Bailey, London EC4M 7EN (“Seymour Pierce”);


 


(3)           ROYAL BANK OF CANADA EUROPE
LIMITED (incorporated in England and Wales with
registered number 995939) whose registered office is at 71 Queen Victoria
Street, London EC4V 4DE (“RBC”); and


 


(4)           BRYAN JAMES c/o ALICIA HAYNES,
whose address is 808 North 5th Street, Alpine, Texas 79830 (the “New Covenantor”).


 


BACKGROUND:


 


(A)          The
Enlarged Share Capital was admitted to trading on AIM on 17 July 2008.  Seymour Pierce agreed to act as Nominated
Adviser and Broker to the Company, and RBC agreed to act as Broker to the
Company, in connection with the application for Admission and thereafter.


 


(B)           The
Original Covenantor entered into the Lock-in Deed.


 


(C)           The Original Covenantor now wishes to
transfer the Transfer Shares to the New Covenantor and the parties are
therefore entering into this agreement in accordance with clause 3.2 (j) of
the Lock-in Deed.


 


IT IS AGREED  THAT :


 


1.             DEFINITIONS
AND INTERPRETATION


 


1.1           In
this agreement the following words and expressions shall have the following
meanings:


 


“Act” means the Companies Act 2006;


 


“Admission” means the admission to
trading on AIM of all of the Enlarged Share Capital in accordance with the AIM
Rules, which took place on 17 July 2008;


 


“Affiliates”
means subsidiaries, holding companies and any subsidiaries of any such holding
companies;


 


“AIM” means the AIM market operated by the
London Stock Exchange;


 


“AIM Rules” means the rules published
by the London Stock Exchange governing admission to AIM and the regulation of
AIM companies as amended or re-issued from time to time;


 


“Board” means the board of directors of the
Company or a duly authorised committee of such board of directors;


 


“Brokers”
means Seymour Pierce and RBC, appointed
by the Company pursuant to rule 35 of the AIM Rules;


 


“Business
Day” means a day (excluding Saturdays, Sundays
and public holidays) on which banks are open for business in the City of
London;


 


“City Code” means the City Code on
Takeovers and Mergers issued by the Panel on


 


1

















 


Takeovers and
Mergers, from time to time;


 


“Disposal”
includes any direct or indirect,
unconditional or conditional, sale, grant of options over, assignment,
transfer, charge, pledge, or other disposal or agreement to dispose of any
Shares or any interest in Shares and “dispose”
shall be construed accordingly;


 


“Enlarged Share Capital” means the Shares in issue as
at Admission;


 


“Family
Member” means in
relation to an individual, the parent, sibling, spouse, widow, adult child or
grandchild (including such child or grandchild by adoption or a step-child) of
such individual;


 


“FSMA” means
the Financial Services and Markets Act 2000;


 


“interest”,  in relation to the Shares, shall have the
meaning given to that term in section 820 of the Act and the term “interested”  shall be
construed accordingly;


 


“Lock-in
Deed” means the lock-in and orderly marketing
deed among the Original Covenantor, Seymour Pierce and RBC dated 14 July 2008,
pursuant to which the Original Covenantor agreed to certain restrictions on his
ability to dispose of the Original Locked-in Shares;


 


“Locked-In Shares” has
the meaning given in clause 2.3(b)(ii);


 


“London Stock  Exchange” means London Stock Exchange
plc;


 


“Nominated
Adviser” means Seymour Pierce appointed by the
Company pursuant to rule 1 of the AIM Rules and assuming the
responsibilities set out in rule 39 of the AIM Rules;


 


“OM Shares” has
the meaning given in clause 3;


 


“OM  Specified Price” has the meaning given in clause 3;


 


“Orderly
Marketing Period” means the period of 6 months
from the end of the Restricted Period;


 


“Original
Covenantor” means Mr. James Perry Bryan Jr.
whose address is 1331 Lamar, Suite 1450, Houston, Texas 77010-3039;


 


“Original
Locked-in Shares” means the Shares held by the
Original Covenantor that were subject to the Lock-in Deed;


 


“Restricted
Interests” has the
meaning given in clause 2.1;


 


“Restricted
Period”  means the period of 12 months from
the date of Admission;


 


“Shares” means the common stock of the Company,
par value US$0.01;


 


“Share Transfer Agreement” means the share transfer
agreement, in the agreed form, between the partners in the Company;


 


“Specified Price” has
the meaning given in clause 2.3(b)(ii);


 


“Transfer
Shares” means the 20,000 Shares to be
transferred by the Original Covenantor to the New Covenantor;


 


“U.S. Securities Act” means the United States
Securities Act of 1933; and


 


“in compliance with U.S. Securities Laws”
includes (i) outside of the United States in an


 


2

















 


offshore
transaction in accordance with Rule 904 under the U.S. Securities Act; (ii) pursuant
to another available exemption from registration under the U.S. Securities Act;
or (iii) pursuant to an effective registration statement under the U.S.
Securities Act, in each of cases (ii) or (iii) in accordance with any
applicable securities laws of any state of the United States.


 


1.2           In
this agreement unless otherwise specified, reference to:


 


(a)           “includes”
and “including” shall mean including
without limitation;


 


(b)            a
“subsidiary undertaking” and “parent undertaking” are to be construed in accordance with
section 1162 of the Act, a “subsidiary” or “holding company” is to be construed in accordance with
section 1159 of the Act and an “associated  company” is to be construed in accordance with section 416
et seq of the Income and Corporation Taxes Act 1988;


 


(c)             a
document in the “agreed form” is a reference to
that document in the form approved and for the purposes of identification
signed by or on behalf of each of Seymour Pierce and the Company;


 


(d)             a
party means a party to this agreement and includes its permitted assignees
and/or the successors in title to substantially the whole of its undertaking
which includes this agreement and, in the case of an individual, to his or her
estate and personal representatives;


 


(e)             a
person includes any person, individual, company, firm, corporation, government,
state or agency of a state or any undertaking or organisation (whether or not
having separate legal personality and irrespective of the jurisdiction in or
under the law of which it was incorporated or exists);


 


(f)            a
statute or statutory instrument or accounting standard or any of their
provisions is to be construed as a reference to that statute or statutory
instrument or accounting standard or such provision as the same may have been
or may from time to time hereafter be amended, re-enacted or modified, save to
the extent that any such amendment, re-enactment or modification which takes
effect after the date of this agreement would impose any new or extended
obligation or liability on, or otherwise adversely affect the rights of, any
party;


 


(g)           “recitals”,
“clauses” or “paragraphs”
are to recitals, clauses and paragraphs of this agreement.  References to this agreement shall, unless
the context otherwise requires, include references to the recitals;


 


(h)           writing
shall include typewriting, printing, lithography, photography and other modes
of representing words in a legible form (other than writing on an electronic or
visual display screen) or other writing in non-transitory form;


 


(i)            words
denoting the singular shall include the plural and vice versa and words
denoting any gender shall include all genders; and


 


(j)            the
time of day is reference to time in London, England.


 


1.3           The
index to and the headings in this agreement are for information only and are to
be ignored in construing the same.


 


1.4           Any
term, condition or provision of this agreement which is expressed to bind or
which is given by more than one person shall, unless expressly stated to the
contrary, bind them jointly and each of them severally.


 


1.5           All
commissions, fees and expenses payable under or in connection with this
agreement are stated exclusive of VAT (if any).


 


3

















 


2.             LOCK-IN
AND ORDERLY MARKETING ARRANGEMENTS


 


2.1           The
New Covenantor hereby undertakes with each of the Company, Seymour Pierce and
RBC that, except as provided in clauses 2.2 and 2.3, he will not during the
Restricted Period effect any Disposal of his interest in all or any of the Transfer
Shares (the “Restricted Interests”).


 


2.2           Subject
to clause 2.3, the restrictions contained in clauses 2.1 and 3 shall not apply
to any of the following:


 


(a)           any
Disposal which is notified in writing in advance to the Board, Seymour Pierce
and RBC and to which each of the Board, Seymour Pierce and RBC acting
reasonably and in good faith gives its prior consent in writing;


 


(b)           any
Disposal by way of gift:


 


(i)            by
any individual to a Family Member;


 


(ii)           by
any individual to any person or persons acting in the capacity of trustee or
trustees of a trust created by such individual or, upon any change of trustees
of a trust so created, to the new trustee or trustees, provided that there are
no persons beneficially interested under the trust other than the individual
and his Family Members;


 


(iii)          by
any individual to any person or persons acting in the capacity of trustee or
trustees of a trust established for charitable purposes only or, upon any
change of trustees of a trust so created, to the new trustee or trustees; or


 


(iv)          by
the trustee or trustees of a trust to which subparagraphs (ii) or (iii) apply
to any person beneficially interested under that trust,


 


provided that, prior to the making of any such Disposal, the Board (acting
reasonably and in good faith) are satisfied that the transferee falls within
one of the categories (i) to (iv) above and any such transferee first
gives an undertaking to the Company, Seymour Pierce and RBC in like terms to
those in this clause 2 and contained in a deed, in such form as Seymour Pierce
and RBC may require, duly executed by the transferee and delivered to the
Company, Seymour Pierce and RBC;


 


(c)           in
the event of an intervening court order;


 


(d)           to
the acceptance of a general, partial or tender offer made to shareholders of
the Company (or to all such shareholders other than the offeror and/or any body
corporate controlled by the offeror and/or any persons acting in concert with
the offeror) to acquire all the issued Shares (other than any Shares which are
already owned by the person making such offer and any other person acting in
concert with him or it);


 


(e)           to
the execution of an irrevocable undertaking to accept a general, partial or
tender offer made to shareholders of the Company (or to all such shareholders
other than the offeror and/or any body corporate controlled by the offeror
and/or any persons acting in concert with the offeror) to acquire all the
issued Shares (other than any Shares which are already owned by the person
making such offer and any other person acting in concert with him or it);


 


(f)            to
a Disposal pursuant to a compromise or arrangement between the Company and its
creditors or any class of them or between the Company and its shareholders or
any class of them which is agreed to by the creditors or shareholders in
accordance with relevant laws and regulations;


 


(g)           any
Disposal to or by the personal representatives of any Director who shall die
during the Restricted Period;


 


4














 


(h)           any
Disposal pursuant to acceptance of an offer by the Company to purchase its own
Shares which is made on identical terms to all holders of its Shares;


 


(i)            if
the Shares are no longer listed on AIM;


 


(j)            any
Disposal to Affiliates, shareholders, partners, members, directors, managers,
employees or consultants of the New Covenantor, provided that such Affiliates,
shareholders, partners, members, directors, managers, employees or consultants
agree to be bound in writing by the restrictions on further Disposal and
requirements of orderly marketing set forth herein;


 


(k)           any
Disposal of interests in the Shares as collateral for a loan extended to the New
Covenantor, provided that the lender agrees in writing to be bound by the
restrictions on further Disposal and requirements of orderly marketing set
forth in herein; or


 


(l)            any
Disposal required to be made pursuant to the Share Transfer Agreement.


 


2.3           Any
Disposals permitted pursuant to the provisions of clause 2.2 shall be subject
to the following provisions:


 


(a)           except
as prohibited by applicable law, regulation or judicial order, any Disposals
shall be notified in advance to the Company, Seymour Pierce and RBC in writing
at least 5 Business Days prior to the entry into of any agreement or
undertaking relating to the same, save in respect of:


 


(i)            any
Disposal to trustees pursuant to clause 2.2(b)(iii), where only prior notice
shall be required;


 


(ii)           any
Disposal to personal representatives pursuant to clause 2.2(g), where notice
shall be as soon after such Disposal as shall be reasonably practicable; and


 


(iii)          any
Disposal required to be made pursuant to the Share Transfer Agreement, where
notice shall be as soon after such Disposal as shall be reasonably practicable.


 


(b)           if
the New Covenantor wishes to make a Disposal pursuant to clause 2.2(a) or 2.2(g) (insofar
as it relates to a sale by the personal representatives) he, or in the case of
clause 2.2(g) the personal representative, shall:


 


(i)            notify the Company,
Seymour Pierce and RBC in advance of his intention to effect such a sale
pursuant to paragraph (a) above; and


 


(ii)           instruct RBC to arrange
the Disposal of such shares (the “Locked-In Shares”)
at not less than the minimum price which he requests for the Locked-In Shares
(the “Specified Price”) and if RBC fails to
satisfy any of the following:


 


(1)           arrange for
the Disposal of the Locked-In Shares at a price not less than the Specified
Price within 5 Business Days of RBC being instructed to do so;


 


(2)           provide
best execution and competitive terms of disposal; or


 


(3)           offer a fee
and commission competitive with those charged by other reputable brokers,


 


then the New Covenantor
shall be entitled to sell all or any of the Locked-In Shares otherwise than
through RBC provided that the Locked-In Shares are not sold at a price less
than the Specified Price,


 


5

















 


subject always to the Company, Seymour Pierce and RBC having the right, at
their reasonable discretion, to waive the notice period pursuant to paragraph 2.3(a) above.


 


3.             ORDERLY
MARKETING


 


The New Covenantor hereby undertakes with
each of the Company, Seymour Pierce and RBC that, in respect of any Disposal of
any Restricted Interest during the Orderly Marketing Period, he will instruct
RBC to arrange for the Disposal of such shares (the “OM Shares”)
at not less than the minimum price which he requests for the Locked-In Shares
(the “OM  Specified Price”)
and if RBC fails to satisfy any of the following:


 


(a)           
arrange for the Disposal of the OM Shares at a price not less than the OM
Specified Price within 5 Business Days of RBC being instructed to do so;


 


(b)          provide best execution
and competitive terms of disposal; or


 


(c)          offer a fee and
commission competitive with those charged by other reputable brokers,


 


then the New Covenantor shall be entitled to sell all
or any of the OM Shares otherwise than through RBC provided that the OM Shares
are not sold at a price less than the OM Specified Price.


 


4.             WARRANTIES
AND REPRESENTATIONS


 


The New Covenantor warrants, represents and
undertakes to the Company, Seymour Pierce and RBC that any Disposal made by it
during the Restricted Period and the Orderly Marketing Period shall be in
compliance with U.S. Securities Laws and any other applicable laws.


 


5.             ENTIRE
AGREEMENT


 


5.1           Entire agreement


 


This agreement represents the whole and only agreement
between the parties in relation to the way the Restricted Interests are to be
dealt with from the date of this agreement up to and including the end of the
Orderly Marketing Period and supersedes any previous agreement whether written
or oral between all or any of the parties in relation to that subject
matter.  Accordingly, all other terms,
conditions, representations, warranties and other statements which would
otherwise be implied (by law or otherwise) shall not form part of this
agreement.


 


5.2           No liability unless statement made fraudulently


 


No party shall have any liability or remedy in tort in respect of any
representation, warranty or other statement (other than those contained in this
agreement) being false, inaccurate or incomplete unless it was made
fraudulently, wilfully or deliberately.


 


6.             ASSIGNMENT


 


This agreement, and the rights and obligations arising under it, shall not
be assignable nor transferable without the prior written agreement of each of
the other parties hereto (such agreement not to be unreasonably withheld or
delayed), provided that the New Covenantor shall be permitted to assign rights
and obligations under this agreement if and to the extent necessary to comply
with clause 2.2(j).


 


6

















 


7.             THIRD
PARTY RIGHTS


 


Except as otherwise expressly stated herein, nothing in
this agreement shall confer any rights on any person (other than the parties
hereto) pursuant to the Contracts (Rights of Third Parties) Act 1999.


 


8.             FURTHER
ASSURANCE


 


At any time after the date of this agreement, the New
Covenantor shall, and shall use all reasonable endeavours to procure (to the
extent that he can) that any necessary third party shall, execute such
documents and do such acts and things as the Company, Seymour Pierce or RBC may
reasonably require for the purpose of giving the Company, Seymour Pierce or RBC
the full benefit of all the provisions of this agreement in relation to the
obligations of the New Covenantor.


 


9.             COUNTERPARTS
AND EXECUTION


 


9.1           Any number of counterparts


 


This agreement may be executed in any
number of counterparts and by the parties on separate counterparts but shall
not be effective until each of the parties has executed at least one
counterpart.


 


9.2           Each counterpart an original


 


Each counterpart shall constitute an
original of this agreement but all the counterparts shall together constitute
but one and the same instrument.


 


9.3           Execution as a deed


 


The parties to this agreement have agreed
to execute this agreement as a deed.


 


10.           INVALIDITY


 


If at any time any provision of this agreement is or
becomes illegal, invalid or unenforceable in any respect under the law of any
jurisdiction that shall not affect or impair:


 


(a)           the
legality, validity or enforceability in that jurisdiction of any other
provision of this agreement; or


 


(b)           the
legality, validity or enforceability under the law of any other jurisdiction of
that or any other provision of this agreement.


 


11.           VARIATION
OF TERMS


 


The provisions of the agreement may be varied from time to time by
agreement of the parties, provided that no such variation shall be effective
unless in writing and signed by or on behalf of each of the parties.


 


12.           NOTICES


 


12.1         Form of notices


 


All notices and other communications
relating to this agreement:


 


(a)           shall
be in English and in writing;


 


(b)           shall
be delivered by hand or sent by post or fax;


 


7

















 


(c)           subject
to clause 13 shall be delivered or sent to the party concerned at the relevant
address or number, as appropriate, and marked all as shown in clause 12.3;


 


(d)           shall
take effect:


 


(i)            if
delivered, upon delivery;


 


(ii)           if
posted, at the earlier of the time of delivery and (if posted in the United
Kingdom by first class registered post) 10:00 am on the second Business Day
after posting or (if posted outside the United Kingdom by first class
registered air mail post) 10:00 am on the fifth Business Day after posting; or


 


(e)           if sent by fax, when confirmation of its
uninterrupted transmission has been recorded by the sender’s fax machine;


 


provided
that if any communication would otherwise become effective on a non-Business
Day or after 5:00 pm on a Business Day, it shall instead become effective at
10:00 am on the next Business Day and if it would otherwise become effective at
before 9:00 am on a Business Day, it shall instead become effective at
10:00 am on that Business Day.


 


12.2         In
this clause 12 reference to a “Business Day”
shall mean a day, other than a Saturday, Sunday or public holiday, in the
jurisdiction in which the recipient of a notice or other communication is
located.


 


12.3         Initial details of the parties


 


The initial details for the purposes of clause 12.1
are:


 


	
  Party:

  	
   

  	
  Resaca
  Exploitation, Inc.

  
	
  Address:

  	
   

  	
  1331
  Lamar, Suite 1450, Houston, Texas 77010, USA

  
	
  Fax
  Number:

  	
   

  	
  +1 713 650 1246

  
	
  Marked
  for the Attention of:

  	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
  Party:

  	
   

  	
  Seymour Pierce Limited

  
	
  Address:

  	
   

  	
  20
  Old Bailey, London EC4M 7EN

  
	
  Fax
  Number:

  	
   

  	
  +44 207 107 8100

  
	
  Marked
  for the Attention of:

  	
   

  	
  Jonathan Wright

  
	
   

  	
   

  	
   

  
	
  Party:

  	
   

  	
  Royal Bank of Canada Europe Limited

  
	
  Address:

  	
   

  	
  71
  Queen Victoria Street, London EC4V 4DE

  
	
  Fax
  Number:

  	
   

  	
  +44 207 029 7924

  
	
  Marked
  for the Attention of:

  	
   

  	
  Andrew
  Smith

  
	
   

  	
   

  	
   

  
	
  Party:

  	
   

  	
  Bryan James
  c/o Alicia Haynes 

  
	
  Address:

  	
   

  	
  808 North 5th Street, Alpine, Texas 79830

  
	
  Fax
  Number:

  	
   

  	
  +1 713 650 1246

  



 


12.4         Notice to personal representatives


 


If any of the parties (being an individual) dies, then until receipt by
the other parties of a certified copy of the grant of representation to the
estate of the deceased, any notice or other communication addressed to the
deceased or to his personal representatives and sent or delivered in accordance
with clause 12.1 shall for all purposes be deemed sufficient service of that
communication on the deceased and his personal representatives and shall be
effectual as if the deceased were still living.


 


8

















 


13.           GOVERNING
LAW AND JURISDICTION


 


This agreement shall be governed by and
interpreted in accordance with English law and the parties hereto submit to the
exclusive jurisdiction of the English courts.


 


14.           AGENT
FOR SERVICE OF PROCESS


 


The Company and the New Covenantor each irrevocably appoints King &
Spalding International LLP as its/his agent for service and agrees that any
document to be served in relation to this agreement may be sufficiently and
effectively served on it/him in connection with proceedings in England by
service on King & Spalding International LLP (marked for the attention
of Jonathan Martin) in accordance with the provisions of clause 12.  In the event of that agent (or any
replacement agent) ceasing so to act, the Company and the New Covenantor
undertake to appoint another person resident in England as its/his agent for
that purpose and to procure that notice of that appointment is given to the
each of the other parties to this agreement in accordance with the provisions
of clause 12.


 


IN WITNESS of
which the parties have executed this document as a deed on the date set out
above.


 


9

















 


	
  EXECUTED and DELIVERED as
  a DEED by

  	
  )

  	
   

  	
   

  
	
  RESACA EXPLOITATION, INC

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Authorised
  Signatory

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  In
  the presence of:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Witness
  Signature:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Witness
  Name:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Witness
  Address:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Witness
  Occupation:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  EXECUTED and DELIVERED as
  a DEED by

  	
  )

  	
   

  	
   

  
	
  SEYMOUR PIERCE LIMITED

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
  In
  the presence of:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Witness
  Signature:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Witness
  Name:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Witness
  Address:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Witness
  Occupation:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  EXECUTED and DELIVERED as
  a DEED by

  	
  )

  	
   

  	
   

  
	
  ROYAL BANK OF CANADA EUROPE LIMITED

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Authorised
  Signatory

  
	
   

  	
   

  	
   

  	
   

  
	
  In
  the presence of:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Witness
  Signature:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Witness
  Name:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Witness
  Address:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Witness
  Occupation:

  	
   

  	
   

  	
   

  



 


10

















 


	
  EXECUTED and DELIVERED as
  a DEED by

  	
  )

  	
   

  	
   

  
	
  BRYAN JAMES c/o ALICIA HAYNES

  	
  )

  	
   

  	
  /s/
  Bryan James c/o Alicia Haynes

  
	
   

  	
   

  	
   

  	
  Authorised
  Signatory

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  In
  the presence of:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Witness
  Signature:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Witness
  Name:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Witness
  Address:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Witness
  Occupation:

  	
   

  	
   

  	
   

  



 


11