EXHIBIT 4.35


 


EXECUTION VERSION


	 
	Dated 2 March 2017
	
         

        FOSTER WHEELER LLC

         

        and

         

        AMEC FOSTER WHEELER PLC

         

        and

         

        SUMITOMO HEAVY INDUSTRIES, LTD.

         

	
        SHARE SALE AGREEMENT

         

        relating to the companies comprising
        the CFB Business

         

		 
	 	 
	
        Linklaters LLP


One Silk Street


London EC2Y 8HQ


United Kingdom


	 
	 	 
	Telephone (44-20) 7456 2000	 
	Facsimile (44-20) 7456 2222 	 
	Ref: L-244509	 




    	 



    	



    
EXECUTION VERSION

 


Share Sale Agreement


 


This Agreement is made on
2 March 2017 between:


 


		(1)	Foster Wheeler LLC, a limited liability company incorporated in Delaware whose registered
office is at Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle, DE 19801, United
States with its principal office at Perryville Corporate Park, Clinton, New Jersey 08809-4000, United States (the “Seller”);



 


		(2)	Amec Foster Wheeler plc, a company incorporated in England whose registered office is at
Booths Park, Chelford Road, Knutsford, Cheshire, WA16 8QZ (the “Guarantor” and together with the Seller, “AFW/Seller”);
and



 


		(3)	Sumitomo Heavy Industries, Ltd., a company incorporated in Japan whose registered office
is at ThinkPark Tower, 1-1 Osaki 2-chome, Shinagawa-ku, Tokyo 141-6025, Japan (the “Purchaser”).



 


Whereas:


 


		(A)	The Seller has agreed to sell the Shares (as defined below) and transfer the CFB Business to the
Purchaser by means of such sale of the Shares and to assume the obligations imposed on the Seller under this Agreement.



 


		(B)	The Purchaser has agreed to purchase the Shares and acquire the CFB Business from the Seller by
means of such purchase of the Shares and to assume the obligations imposed on the Purchaser under this Agreement.



 


		(C)	By virtue of the sale and purchase of the Shares contemplated by this Agreement and the performance
of the obligations under the Transitional Services Agreement and the Transitional Trade Mark Licence, the CFB Business will effectively
be transferred by the Seller to the Purchaser.



 


		(D)	The Guarantor is a party to this Agreement to provide the Guarantee set out in Clause 17 and to
assume certain other obligations under this Agreement.



 


It is agreed as follows:


 


		1	Interpretation



 


In this Agreement, unless
the context otherwise requires, the provisions in this Clause 1 apply:


 


		1.1	Definitions



 


“Accounts”
means the pro forma balance sheets and the profit and loss accounts of the CFB Business (reflecting, for the avoidance of doubt,
any part thereof conducted by any member of the Retained Group), for the balance sheets, as at the end of each month between January
2015 and December 2016, as applicable, and, for the profit and loss accounts, as for the 9-month period ending at the Accounts
Date and 12 month period ending at 31 December 2015, as applicable, set out in folders 3.2.9.15.1, 3.2.9.18.2.3, 3.2.9.18.2.4,
3.2.9.18.2.5, 3.2.9.28.1, 3.1.18.26.12.1, 3.1.18.26.12.2, 3.2.2.5, 3.2.2.6 and 3.2.2.3.2 of the Data Room;


 


“Accounts Date”
means 30 September 2016;



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“Affiliate”
means, with respect to a person, any other person that Controls, is Controlled by or is under common Control with such person;


 


“Aftermarket Affiliates”
has the meaning given to it in Clause 5.7.9;


 


“Aftermarket Services
Business” means the provision of services and the supply and/or installation of parts and components for owners of CFB
Products that: (i) have been sold by the Seller’s Group, any Group Company or a third party and have been installed as of
the Closing Date, or (ii) will be installed by any Group Company or a third party after the Closing Date, and such services include
regular maintenance and emergency repair, improvement of steam generator performance in terms of efficiency, reliability, emissions
improvements and fuel flexibility and/or switching, but exclude modifying any operational steam generator that is not a CFB Product
into a CFB Product;


 


“Aftermarket Services
Licence” has the meaning given to it in Clause 8.4.8;


 


“Agreed Terms”
means, in relation to a document, such document in the terms agreed between the Seller and the Purchaser and signed for identification
by the Purchaser and the Seller with such alterations as may be agreed in writing between the Seller and the Purchaser from time
to time;


 


“Amigo Software”
means any and all versions in existence of the thermal design and performance calculation software program used by the Seller’s
Group for CFB Products which, at the date of this Agreement, is named “Amigo Designer”;


 


“Anti-Corruption
Law” means:


 


		(i)	the OECD Convention on Combating Bribery of Foreign Public Officials in International Business
Transactions;



 


		(ii)	the Foreign Corrupt Practices Act of 1977 of the United States of America, as amended by the Foreign
Corrupt Practices Act Amendments of 1988 and 1998, and as may be further amended and supplemented from time to time;



 


		(iii)	the UK Bribery Act 2010;



 


		(iv)	any other applicable law (including any (a) statute, ordinance, rule or regulation; (b) order
of any court, tribunal or any other judicial body; and (c) rule, regulation, guideline or order of any public body, or any other
administrative requirement) which:



 


		(a)	prohibits the conferring of any gift, payment or other benefit on any person or any officer, employee,
agent or adviser of such person; and/or



 


		(b)	is broadly equivalent to paragraph (ii) or (iii) above or was intended to enact the provisions
of the OECD Convention described in paragraph (i) above or which has as its objective the prevention of corruption;



 


“Applicable
Law” means any statute or other law, ordinance, rule, regulation, judicial or arbitral or regulatory judgment, order,
injunction, decision, ruling or award of any Governmental Entity, in each case to the extent applicable to any Group Company or,
as the context requires, the Seller’s Group or the Purchaser;


 


“Asbestos”
has the meaning given to that term in paragraph 1 of Part 1 of Schedule 6;


 


“Asbestos
Indemnity” means the indemnity set out in Part 1 of Schedule 6;



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“Asbestos
Indemnity Claim” means a claim under the Asbestos Indemnity;


 


“Asbestos
Survey” has the meaning given to that term in paragraph 1 of Part 1 of Schedule 6;


 


“ASB
Sub-Licensee” has the meaning given to it in Clause 8.4.9(ii);


 


“Base Working Capital”
means US$(73,400,000);


 


“Business Day”
means a day which is not a Saturday, a Sunday, a public holiday in England, the United States, the Netherlands or Japan or 1 May
2017, 16 August 2017, 17 August 2017, 2 January 2018, 3 January 2018 or 4 January 2018 on which the Purchaser does not conduct
its business in Japan;


 


“Business IT”
has the meaning given to it in paragraph 8.1 of Schedule 4;


 


“Cash Balances”
means those line items and adjustments included in the “Cash” column in the Estimated Closing Statement or the Final
Closing Statement (as applicable), in each case, with reference to the relevant line items and adjustments identified in the Reference
Balance Sheet;


 


“Cash Extraction”
means the extraction of cash from each of the Group Companies achieved between the date of this Agreement and the Closing Date
by means of dividends, distributions, capital-reductions, share buybacks or other similar actions in accordance with the Pre-Closing
Reorganisation Plan;


 


“CFB
Business” means the business relating to technologies, research and development, engineering, procurement, manufacturing,
selling, licensing, planning, installation and aftermarket servicing of, and any other business activities for, the following products
(the “CFB Products”) as conducted by the Seller’s Group within the twelve (12) months immediately prior
to Closing:


 


		(i)	circulating fluidised bed boilers;



 


		(ii)	bubbling fluidised bed boilers;



 


		(iii)	circulating fluidised bed scrubbers;



 


		(iv)	waste heat boilers for non-ferrous metallurgical industries; and



 


		(v)	pressurised oxygen-steam blown biomass gasifiers,



 


but excluding the Excluded
CFB Business.


 


For the avoidance of doubt,
the CFB Business includes Seller’s Group’s research and development activities of the technologies relevant to the
CFB Products that are conducted by the Seller’s Group as of the date of this Agreement, including research and development
activities on metallurgical technologies, such as material technologies;


 


“CFB Business
IPR” means all Intellectual Property Rights which are used in relation to the CFB Business, excluding any Intellectual
Property Rights relating to Business IT;


 


“CFB Exclusive
Non-Registered IP” means any: (i) Non-Registered IP that exists, and is owned by a Group Company, immediately prior to
Closing; and (ii) Transferring Non-Registered IP, in each case, that Relate Exclusively to the CFB Products, including any Transferring
Non-Registered IP and any such Non-Registered IP, in each case, protecting:



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		(i)	the processes for the design and/or operation of CFB Products described under the heading “CFB
Exclusive Non-Registered IP” in Schedule 11; and/or



 


		(ii)	the Seven Categories of Exclusive IP, representative items of which will be identified by the parties
pursuant to Clause 5.7.7 of this Agreement;



 


“CFB Know-how
Materials” has the meaning given to it in paragraph 7.7 of Schedule 4;


 


“China Manufacturing
Joint Venture” means Amec Foster Wheeler Power Machinery Company Limited;


 


“China Manufacturing
JV IP” means any Intellectual Property Rights that are owned by the China Manufacturing Joint Venture protecting any
manufacturing processes, procedures, practices or methods of manufacture used by the China Manufacturing Joint Venture prior to
the Closing Date and any rights in or to any fabrication drawings that have been created by the China Manufacturing Joint Venture;


 


“Claim”
means a claim by the Purchaser against the Seller or Guarantor for breach of or under this Agreement or the Tax Indemnity;


 


“Closing”
means the completion of the sale and purchase of the Shares pursuant to Clauses 6.1, 6.2 and 6.3;


 


“Closing Cash”
means the Group Companies’ Cash Balances as derived from the Final Closing Statement;


 


“Closing Date”
means the date on which Closing takes place;


 


“Closing Indebtedness”
means the Indebtedness of the Group Companies derived from the Final Closing Statement;


 


“Closing Working
Capital” means the Working Capital as derived from the Final Closing Statement;


 


“Closing Working
Capital Adjustment” means the amount by which the Closing Working Capital exceeds the Base Working Capital (which amount
shall be added to the Enterprise Value for the purposes of Clause 3.1.4), or the amount by which the Closing Working Capital is
less than the Base Working Capital (which amount shall be deducted from the Enterprise Value for the purposes of Clause 3.1.4),
to be determined in accordance with Part 3 of Schedule 3;


 


“Company”
means FW Energie B.V., a private company with limited liability incorporated under the laws of the Netherlands (besloten vennootschap
met beperkte aansprakelijkheid), having its official seat (statutaire zetel) in Amsterdam, the Netherlands, and its
office at Naritaweg 165, Telestone 8, 1043 BW Amsterdam, the Netherlands, registered with the Dutch Trade Register of the Chamber
of Commerce under number 33297184, the particulars of which are listed in paragraph 1 of Schedule 1;


 


“Competition Authorities”
means the competition authorities of Bulgaria, Republic of Korea, the Philippines, Poland, Russia and Turkey, where a merger control
notification is legally required, and “Competition Authority” means any one of them;


 


“Completion Payment
Amount” has the meaning given to that term in Clause 6.3;


 


“Confidentiality
Agreement” means the confidentiality agreement dated 24 March 2016 between Amec Foster Wheeler PLC and the Purchaser
pursuant to which Amec Foster



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Wheeler
PLC made available to the Purchaser certain confidential information relating to the Group;


 


“Consolidated Return”
means a Tax Document which relates to any arrangement (whether in place by reason of law, agreement or otherwise) with any Tax
Authority whereby one company is primarily responsible for the preparation of the Tax Documents relating to another company or
companies;


 


“Control”
means the power to direct the management and policies of a person (directly or indirectly), whether through the ownership of voting
securities, by contract or otherwise (and the term “Controlled” shall be interpreted accordingly);


 


“Data Room”
means the electronic data room containing documents and information relating to the Group made available by the Seller online at
https://services.intralinks.com by 23 February 2017, the contents of which are provided to
the Purchaser in the form of a DVD-ROM concurrently with the execution of this Agreement, and may be updated in accordance with
Clause 5.10;


 


“Disclosure Letter”
means the letter dated on the same date as this Agreement from the Seller to the Purchaser disclosing information constituting
exceptions to the Seller’s Warranties;


 


“Draft Closing
Statement” has the meaning given to it in Clause 9.1;


 


“Effective Time“
has the meaning given to it in paragraph 1.2 of Part 1 of Schedule 3;


 


“Employees”
means the directors, officers and employees having a written contract of employment or engagement with, or who are otherwise employed
or engaged by, a Group Company as on the Closing Date (including, but not limited to, any Transfer Employees), and “Employee”
means any one of them;


 


“Encumbrance”
means any claim, charge, mortgage, lien, option, equitable right, power of sale, pledge, hypothecation, usufruct, retention of
title, right of pre-emption, right of first refusal, licence, joint ownership interest, any restriction on the use or other third
party right or security interest of any kind, or an agreement, arrangement or obligation to create any of the foregoing;


 


“Engineering Manuals”
means the complete engineering and/or design manuals for CFB Products that are used by the Seller’s Group for CFB Products,
including those manuals which, at the date of this Agreement, are named:


 


	 	(i)	the “Circulating Fluidized Bed Engineering Manual”;
	 	 	 
	 	(ii)	the “Circulating Fluidized Bed Design Standards Manual”;
	 	 	 
	 	(iii)	the “Bubbling Fluidized Bed Engineering Manual”; and
	 	 	 
	 	(iv)	the “Bubbling Fluidized Bed Design Standards Manual”;



 


“Enterprise Value”
has the meaning given to it in Clause 3.1.1;


 


“Environment”,
“Environmental Authority”, “Environmental Law”, “Environmental Matters”
and “Environmental Permit” have the meanings given to them in paragraph 12.1 of Schedule 4;


 


“Estimated Cash”
means the Seller’s reasonable estimate of the Group Companies’ Cash Balances as derived from the Estimated Closing
Statement;



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“Estimated Closing
Statement” means the statement setting out the Estimated Working Capital, the Estimated Working Capital Adjustment, the
Estimated Cash, the Estimated Indebtedness and the Completion Payment Amount to be delivered by the Seller to the Purchaser in
accordance with Clause 6.4;


 


“Estimated Indebtedness”
means the Seller’s reasonable estimate of the Indebtedness of the Group Companies as derived from the Estimated Closing Statement;


 


“Estimated Working
Capital” means the Seller’s reasonable estimate of the Working Capital as derived from the Estimated Closing Statement;


 


“Estimated Working
Capital Adjustment” means the amount by which the Estimated Working Capital is greater than the Base Working Capital
(in which case it will be added to the Enterprise Value for the purposes of Clause 6.3) or by which it is less than the Base Working
Capital (in which case it will be deducted from the Enterprise Value for the purposes of Clause 6.3);


 


“Excluded CFB Business”
means:


 


		(i)	the Aftermarket Services Business currently provided, in part, by the CFB Business for installations
located in Canada, the United States and Mexico; and



 


		(ii)	the business conducted by the following entities:



 


		(a)	the China Manufacturing Joint Venture;



 


		(b)	Wuhan Chang Long Power Boiler Company Ltd.;



 


		(c)	Amec Foster Wheeler Energia S.L.U.; and



 


		(d)	Amec Foster Wheeler Consulting Poland Sp. z.o.o;



 


“Final Closing
Statement” means the statement setting out the Working Capital, the Closing Working Capital Adjustment, the Closing Cash
and the Closing Indebtedness, to be prepared by the Purchaser in accordance with Clause 9 and Parts 1 and 2 of Schedule 3;


 


“Final Payment
Date” means 10 Business Days after the date on which the process described in paragraph 2 of Part 1 of Schedule 3 for
the preparation of the Final Closing Statement is complete;


 


“Fundamental Warranties”
means the warranties set forth in (i) paragraphs 1 and 2 of Schedule 4-A of the Guarantor’s Warranties and (ii) paragraphs
1.1 and 2.1 of Schedule 4 of the Seller’s Warranties;


 


“Governmental Authorization”
means any approval, consent, licence, permit, waiver, order or exemption or registration issued, granted, given or otherwise made
available by or under the authority of any Governmental Entity;


 


“Governmental Entity”
means any court of competent jurisdiction, regulator or other governmental authority;


 


“GPG Business”
means the business relating to research and development, engineering, procurement, manufacturing, selling, licensing, installation
and aftermarket servicing of, and any other business activities for, steam generators, air quality control systems, and steam and
electric power plant equipment and related auxiliary equipment as conducted by the Seller’s Group within the twelve (12)
months immediately prior to Closing;



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“Group”
means the Group Companies, taken as a whole;


 


“Group Companies”
means the Company and the Subsidiaries and NewCos, and “Group Company” means any one of them;


 


“Group Companies’
Cash Balances” means the aggregate amount of the Cash Balances held by or on behalf of the Group Companies;


 


“Guarantor’s
Warranties” means the warranties given by the Guarantor pursuant to Clause 10 and Schedule 4-A, and “Guarantor’s
Warranty” means any one of them;


 


“Hazardous Substances”
has the meaning given to it in paragraph 12.1 of Schedule 4;


 


“IFRS”
means International Financial Reporting Standards as issued by the International Accounting Standards Board, the International
Accounting Standards adopted by the International Accounting Standards Board, the Standing Interpretation Committee abstracts and
the International Financial Reporting Interpretation Committee abstracts as adopted or issued by the International Financial Reporting
Interpretation Committee, in each case, as are applicable to the Group Companies;


 


“Indebtedness”
means those line items and adjustments included in the “Indebtedness” column in the Estimated Closing Statement or
the Final Closing Statement (as applicable), in each case, with reference to the relevant line items and adjustments in the Reference
Balance Sheet;


 


“Indian Tax Authority”
means any relevant Tax Authority in India;


 


“Individual Accounts”
means individual balance sheets and the profit and loss accounts of the respective Group Companies for the respective periods set
out in folders 3.1.4.4, 3.1.18.29.1.1 and 3.1.18.31.2.1 of the Data Room;


 


“Intellectual Property
Rights” means Patents, utility models, design rights, rights to inventions, copyrights and neighbouring and related rights,
moral rights, trade marks and service marks, rights in trade names, business names and domain names, rights in get-up and trade
dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, computer
systems, communication systems, database rights, rights to use and protect the confidentiality of confidential information (including
Know-how), and all other intellectual property rights, in each case, whether registered or unregistered and including, where such
rights are obtained or enhanced by registration, any registration of such rights, any applications and rights to apply for such
registrations, and renewals or extensions of, and rights to claim priority from, such any registrations and applications, and all
similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;


 


“Intended To Be
Used” means, as of the Closing Date, reasonably contemplated for use;


 


“Internal Work
Orders” means the documents listed in Schedule 13 and any other similar purchase or sale or services arrangements that
fall under the category of (i) engineering services, (ii) manufacturing or (iii) procurement between any Group Company and any
member of the Seller’s Group which are not material and which are made in the ordinary course of business, on an informal
basis, from time to time;


 


“Intra-Group Contracts”
means any contract, transaction or arrangement, between one or more members of the Seller’s Group (other than a Group Company)
and one or more Group Companies, with obligations still outstanding as at the close of business on the



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Closing
Date, other than those relating to the Transitional Services Agreement, the Transitional Trade Mark Licence and any other arrangements
entered into pursuant to this Agreement;


 


“Know-how”
means any confidential or proprietary information, including any trade secrets or similar forms of protection for confidential
information, and other non-trivial industrial and commercial information, in each case, in any form and not in the public domain,
including: formulae, recipes, specifications (including information regarding materials, ingredients, tools, apparatus, sources,
vendors), procedures, processes, methods, techniques, ideas, concepts, creations, inventions and discoveries (whether patentable
or unpatentable and whether or not reduced to practice), improvements, research and development, business and other methodologies,
engineering and business information, technical data, designs, models, algorithms, subroutines, graphs, drawings, reports, analyses,
test results, project reports and testing procedures, instruction and training manuals, tables of operating conditions, market
forecasts, lists and particulars of customers and suppliers, and all tangible embodiments of the foregoing;


 


“Licensed-back
Intellectual Property” means any: (i) Non-Registered IP that exists, and is owned by a Group Company, immediately prior
to Closing; and (ii) Transferring Non-Registered IP, in each case, which is used, or Intended To Be Used, prior to Closing in relation
any products other than the CFB Products and any business other than business relating to the CFB Products (including where it
is used in relation to any CFB Product also), but excluding any CFB Exclusive Non-Registered IP;


 


“Liabilities”
means any debts, obligations, Indebtedness, commitments or liabilities of any nature whatsoever, asserted or unasserted, known
or unknown, liquidated or unliquidated, absolute or contingent, accrued or unaccrued, matured or unmatured or otherwise;


 


“Licences-in”
means the licence disclosed as Data Room document 3.2.8.1.3.1;


 


“Licences-out”
means those licences granted by Group Companies to third parties disclosed as Data Room documents 3.2.8.1.2.1.1, 3.2.8.1.2.1.2,
3.2.8.1.2.1.5, 3.2.8.1.2.1.6, 3.2.8.1.2.1.7, 3.2.8.1.2.1.8, 3.2.8.1.2.1.10, 3.2.8.1.2.1.17, 3.2.8.1.2.1.18, 3.2.8.1.2.3.1, 3.2.8.1.2.3.2
and 3.2.9.30.1.5;


 


“Long Stop Date”
means the date falling nine months after the date of this Agreement;


 


“Losses”
means all losses, liabilities, costs (including legal costs and experts’ and consultants’ fees), charges, expenses,
actions, proceedings, claims and demands;


 


“Major Contract”
means:


 


		(i)	the Transferring Contracts;



 


		(ii)	any licences-out of Owned Business IPR relating to any CFB Product;



 


		(iii)	any licence-in agreements between a Group Company and a third party (being a person who is not
an Affiliate of the Seller); or



 


		(iv)	any services agreements and client contracts between a Group Company and a third party (being a
person who is not an Affiliate of the Seller) in relation to any Material Project;



 


“Material Adverse
Effect” means any material adverse effect on the turnover, profitability, financial or trading position or prospects
of the Group Companies, other than on a short-term, cyclical or temporary basis and except to the extent caused by:



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		(i)	an event, change or circumstance affecting or likely to affect generally all companies carrying
on similar businesses in countries in which the Group Companies carry on business;



 


		(ii)	the transactions contemplated by the Transaction Documents and the announcement and completion
of such transactions;



 


		(iii)	changes in law, regulation or accounting standards or principles, or interpretations thereof, applicable
to the Group Companies;



 


		(iv)	changes generally applicable to financial, economic, political or similar conditions (including
acts of war, declared or undeclared, armed hostilities and terrorism);



 


		(v)	changes generally applicable to securities, commodities or other market conditions or prevailing
interest rates; or



 


		(vi)	earthquakes, floods or natural disasters.



 


“Material Contract”
means:


 


		(i)	the Transferring Contracts;



 


		(ii)	any licences-out of Owned Business IPR relating to any CFB Product;



 


		(iii)	any licence-in agreements between a Group Company and a third party (being a person who is not
an Affiliate of the Seller);



 


		(iv)	any services agreements and client contracts between a Group Company and a third party (being a
person who is not an Affiliate of the Seller) involving, individually, or in a series of related agreements relating to the same
counterparty and subject matter, aggregate annual payments in excess of US$1 million, or which is critical to the business of the
Group;



 


		(v)	any agreement to which a Group Company is a party that involves an aggregate outstanding expenditure
of more than US$2 million and a backlog of more than US$1 million; or



 


		(vi)	any agreement that is a partnership, joint venture or similar agreement to which a Group Company
is a party (other than any agreement entered into by any Group Company with or in connection with a recognised trade association
or similar body pursuant to which no Group Company has any liability or obligation except for the payment of annual subscription
or membership fees);



 


“Material Projects”
means the projects set out in folder 3.2.5 of the Data Room, and “Material Project” means any one of them;


 


“New Company Name”
has the meaning given to it in Clause 8.1.2;


 


“NewCos”
means the entities to be incorporated in the United States; the Philippines, Brazil and Turkey pursuant to the Pre-Closing Reorganisation,
and “NewCo” means any one of them;


 


“Non-CFB Business” means any business
of the Group Companies, except for the CFB Business, that is conducted by any member of the Group Companies prior to Closing;


 


“Non-Registered
IP” means any Intellectual Property Rights but excluding any and all Registered IP;



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“Non-Transferring
Assets” means all of the shares held by the Seller or a member of the Seller’s Group in the China Manufacturing
Joint Venture, Wuhan Chang Long Power Boiler Company Ltd., Amec Foster Wheeler Energia S.L.U. and Amec Foster Wheeler Consulting
Poland Sp. z.o.o.;


 


“Non-Transferring
Contracts” means those contracts entered into by any member of the Group but which do not relate to the CFB Business
and which are listed in Part 2 of Schedule 9, and “Non-Transferring Contract” means any one of them; 


 


“Order”
means any order, injunction, judgment, decree, ruling, assessment, or arbitration award of any Governmental Entity or arbitrator;


 


“Owned Business
IPR” means the Owned Registered IPR, the Transferring Non-Registered IP, and any other Intellectual Property Rights owned
by any Group Company immediately prior to Closing;


 


“Owned Registered
IPR” means the Owned Patents and the Owned Trade Marks;


 


“Owned Patents”
means the patents and patent applications listed in Part A and Part B of Schedule 11;


 


“Owned Trade Marks”
means the trade mark registrations listed under the heading “Owned Trade Marks” in Schedule 11;


 


“Patents”
means any granted patents and pending patent applications, together with all additions, divisionals, continuations, continuations-in-part,
substitutions, reissues, re-examinations, extensions, registrations, patent term extensions, revalidations, supplementary protection
certificates, and renewals of any of the foregoing, and all foreign applications and patents corresponding to or claiming priority
from any of the foregoing;


 


“PRC”
means the People’s Republic of China;


 


“PRC Tax Authority”
means the State Administration of Taxation of the PRC and its local branches or any other relevant Tax Authority in the PRC;


 


“Pre-Closing Reorganisation”
means the transfer of the Transfer Employees, assets and liabilities of the CFB Business from the Retained Group to the Group Companies
and the NewCos and the transfer of the assets and liabilities that do not relate to the CFB Business from the Group Companies to
the Retained Group in accordance with the steps and terms and conditions set out in the Pre-Closing Reorganisation Plan;


 


“Pre-Closing Reorganisation
Plan” means the document attached hereto in the Annexure to this Agreement setting out the plan to implement the Pre-Closing
Reorganisation in the Agreed Terms as of the date of this Agreement;


 


“Proceeding”
means any action, arbitration, audit, examination, investigation, hearing, litigation or suit (whether civil, criminal, administrative,
judicial or investigative, whether formal or informal, and whether public or private) commenced, brought, conducted or heard by,
or before or otherwise involving, any Governmental Entity or arbitrator;


 


“Properties”
means the properties set out in folder 3.1.10 of the Data Room, and “Property” means any one of them;


 


“Purchase Price”
has the meaning given to it in Clause 3.1;


 


“Purchaser’s
Group” means the Purchaser and its Affiliates from time to time;



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“Purchaser’s
Warranties” means the warranties given by the Purchaser pursuant to Clause 10 and Schedule 5, and “Purchaser’s
Warranty” means any one of them;


 


“Reference Balance
Sheet” means the aggregated balance sheet of the Group Companies as at 31 December 2016 as set out in Part 4 of Schedule
3;


 


“Registered IP”
means any registrations, or applications for registration, of any Intellectual Property Rights that are established by way of registration
with competent authorities;


 


“Relate Exclusively
to the CFB Products” means relates to CFB Products only, and not to any other products;


 


“Relief”
has the meaning given to it in the Tax Indemnity;


 


“Remedial Action”
has the meaning given to that term in paragraph 1 of Part 1 of Schedule 6;


 


“Reporting Accountants”
means KPMG, New York or, if that firm is unable or unwilling to act in any matter referred to them under this Agreement, a firm
of accountants to be agreed by the Seller and the Purchaser within seven days of a notice by one to the other requiring such agreement
or failing such agreement to be nominated on the application of either of them by or on behalf of the President of the Institute
of Chartered Accountants of England and Wales;


 


“Retained Group”
means the Seller’s Group other than the Group;


 


“Seller Trade Marks”
means any trade marks, services marks, business, company or trade names, logos, get-up, URLs or domain names (“Names”),
in each case, owned or registered by any member of the Seller’s Group that comprise any of the marks AMEC FOSTER WHEELER,
FOSTER WHEELER, Amec FW, AFW, FW, the FW keystone logo (as represented by United Kingdom trade mark registration number 851176),
the Foster Wheeler ‘hot dog’ design logo (as represented by EU trade mark registration number 1111746) or the Amec
Foster Wheeler ‘radial design’ logo (as represented by United Kingdom trade mark registration number 3068478), and
any marks which are confusingly similar to such Names, but excluding any Owned Trade Marks;


 


“Seller’s
Group” means the Seller and its Affiliates from time to time;


 


“Seller’s
Group Insurance Policies” means all insurance policies (whether under policies maintained with third party insurers or
any member of the Seller’s Group), other than Target Group Insurance Policies, maintained by the Seller’s Group, under
which, immediately prior to the Closing Date, any Group Company is entitled to any benefit, and “Seller’s Group
Insurance Policy” means any one of them;


 


“Seller’s
Warranties” means the warranties given by the Seller pursuant to Clause 10 and Schedule 4, and “Seller’s
Warranty” means any one of them;


 


“Senior Employee”
means David Parham, Tomas Harju-Jenty, Bartosz Dudek, Gregory Szastok, Ellen Zhang, Jarmo Puumalainen, Jaroslaw Mlonka, Weigang
Chen, Kari Kohvakka, Timo Jantti, Matti Maskuniitty and Jaako Riiali;


 


“Seven Categories
of Exclusive IP” means any materials (including software and data) that comprise or otherwise fall within the following
categories: (i) Amigo Software; (ii) design drawings for CFB Products; (iii) design files for CFB Products; (iv) design data for
CFB Products; (v) performance data for CFB Products; (vi) test data for CFB Products; and (vii) subject to Clause 5.7.8, the Engineering
Manuals;



    	12



    	



    


“Shares”
means the 211 shares in the capital of the Company, being the entire issued share capital of the Company;


 


“Specific Claim”
means a claim by the Purchaser against the Seller or Guarantor (i) for breach of Seller’s Warranties or Guarantor’s
Warranties, (ii) for breach of or under the Tax Indemnity or (iii) under the indemnities in accordance with Clause 7 and Schedule
6, and excludes claims for breach of AFW/Seller’s other obligations under this Agreement;


 


“Specific Indemnity”
means an indemnity specified in Clause 7;


 


“Subsidiaries”
means the companies listed in paragraph 2 of Schedule 1, and “Subsidiary” means any one of them;


 


“Surviving Clauses”
means Clauses 1, 15 and 18.2 to 18.18, and “Surviving Clause” means any one of them;


 


“Target Group Insurance
Policies” means all insurance policies held exclusively by and for the benefit of the Group Companies, and “Target
Group Insurance Policy” means any one of them;


 


“Tax Authority”
means any taxing or other authority competent to impose any liability in respect of Taxation or responsible for the administration
and/or collection of Taxation or enforcement of any law in relation to Taxation;


 


“Tax Claim”
means a claim against the Seller for breach of paragraph 15 of Schedule 4 or for breach of or under the Tax Indemnity;


 


“Tax Document”
has the meaning given to it in the Tax Indemnity;


 


“Tax Indemnity”
means the deed of covenant against Taxation in the Agreed Terms to be entered into at Closing;


 


“Taxation”
or “Tax” means all forms of taxation (other than any accounting provision for deferred tax) and statutory, governmental,
state, provincial, local governmental or municipal impositions, fees, tariffs, duties, contributions (including social security
contributions), deductions, withholdings, charges, levies, including also advances, in each case in the nature of tax, social security
premiums and other public dues, whether levied or imposed by reference to income, profits, gains, net wealth, asset values, turnover,
added value, purchase price and other applicable costs or otherwise and shall further include payments to a Tax Authority or withholding
on account of Tax (but not, for the avoidance of doubt, payments to a court or tribunal on account of Tax), in each case of anywhere
in the world whenever and wherever imposed and whether chargeable directly or primarily or by way of withholding against or attributable
directly or primarily to a Group Company or any other person and all penalties and interest relating thereto;


 


“Third Party Claim”
has the meaning given in Clause 12.5;


 


“Third Party Consents”
means any permissions, consents, approvals, agreements, authorisations or waivers (excluding the Governmental Authorisations) required
from the relevant third party counterparties for the transaction contemplated hereunder, including assignment, transfer or novation
to the relevant Group Company of the Transferring Contracts or to the relevant member of the Retained Group of the Non-Transferring
Contracts, and “Third Party Consent” means any one of them;


 


“Transaction Documents”
means this Agreement, the Disclosure Letter, the Transitional Services Agreement, the Transitional Trade Mark Licence and the Tax
Indemnity, and all



    	13



    	



    


documents
entered into pursuant to this Agreement, and “Transaction Document” means any one of them;


 


“Transfer Employee”
means any directors, officers and employees wholly or mainly assigned to the CFB Business immediately prior to completion of the
Pre-Closing Reorganisation but not employed or engaged by the Group prior to the date of completion of the Pre-Closing Reorganisation
who will become employed or otherwise engaged within the Group (either by transfer pursuant to the Transfer Regulations or by offer
and acceptance or as appropriate in light of local legislation, custom or practice) on completion of the Pre-Closing Reorganisation;


 


“Transfer Regulations”
means any laws and regulations of any jurisdictions in which one or more Transfer Employees are employed providing for the automatic
transfer of employment of employees on a transfer of undertaking;


 


“Transferring Contract”
means those contracts entered into by any member of the Retained Group, but relating to the CFB Business and listed in Part 1 of
Schedule 9, and “Transferring Contract” means any one of them;


 


“Transferring Non-Registered
IP” means any Non-Registered IP that exists, and is owned by a member of the Retained Group, immediately prior to Closing,
and is used, or Intended To Be Used, in relation to any CFB Product, including underlying data, databases and the results of research
and development relating to the CFB Products (including in respect of metallurgical technologies), but excluding any and all rights
in any Seller Trade Mark and any China Manufacturing JV IP;


 


“Transitional Services
Agreement” means the agreement between Amec Foster Wheeler E&C Services Inc., the Purchaser and the Company entered
into on the date of this Agreement in respect of the provision of certain services by the Retained Group to the Group Companies;


 


“Transitional Trade
Mark Licence” means the agreement between the Seller and the Purchaser, in the Agreed Terms, to be entered into at Closing
pursuant to which certain Seller Trade Marks are licensed for use in relation to the CFB Business for a transitional period;


 


“US Dollars”
or “US$” means the lawful currency of the United States of America, from time to time;


 


“VAT”
means, within the European Union, such Taxation as may be levied in accordance with (but subject to derogations from) the Directive
2006/112/EC and, outside the European Union, any similar Taxation levied by reference to added value or sales; and


 


“Working Capital”
means those line items and adjustments included in the “Working Capital” column in the Estimated Closing Statement
or the Final Closing Statement (as applicable), in each case with reference to the relevant line items and adjustments identified
in the Reference Balance Sheet.


 


		1.2	Shares



 


References to shares shall
include, where relevant, quotas.


 


		1.3	Singular, Plural, Gender



 


References to one gender
include all genders and references to the singular include the plural and vice versa.



    	14



    	



    

		1.4	References to Persons and Companies



 


References to:


 


		1.4.1	a person include any company, partnership or unincorporated association (whether or not having
separate legal personality); and



 


		1.4.2	a company include any company, corporation or any body corporate, wherever incorporated.



 


		1.5	References to Subsidiaries and Holding Companies



 


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


 


		1.5.1	holds a majority of the voting rights in it;



 


		1.5.2	is a member or shareholder of it and has the right to appoint or remove a majority of its board
of directors or equivalent managing body;



 


		1.5.3	is a member or shareholder of it and controls alone, pursuant to an agreement with other shareholders
or members, a majority of the voting rights in it; or



 


		1.5.4	has the right to exercise a dominant influence over it, for example by having the right to give
directions with respect to its operating and financial policies, with which directions its directors are obliged to comply.



 


		1.6	Schedules etc.



 


References to this Agreement
shall include any Recitals and Schedules to it and references to Clauses and Schedules are to Clauses of, and Schedules to, this
Agreement. References to paragraphs and Parts are to paragraphs and Parts of the Schedules.


 


		1.7	Reference to Documents



 


References to any document
(including this Agreement), or to a provision in a document, shall be construed as a reference to such document or provision as
amended, supplemented, modified, restated or novated from time to time.


 


		1.8	Information



 


References to books, records
or other information mean books, records or other information in any form, including paper, electronically stored data, electronic
communications, magnetic media, film and microfilm.


 


		1.9	Non-limiting Effect of Words



 


The words “including”,
“include”, “in particular” and words of similar effect shall not be deemed to limit the general effect
of the words which precede them.


 


		1.10	Legal Terms



 


References to any English
legal term shall, in respect of any jurisdiction other than England, be construed as references to the term or concept which most
nearly corresponds to it in that jurisdiction.



    	15



    	



    



		1.11	Currency Conversion



 


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


 


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


 


“Relevant Date”
means, save as otherwise provided in this Agreement, the date on which a payment or an assessment is to be made, save that, for
the following purposes, the date shall mean:


 


		(i)	for the purposes of Clause 5, the date of the relevant transaction;



 


		(ii)	for the purposes of Clause 11 and Schedule 7, the date at which the Purchaser makes a claim;



 


		(iii)	for the purposes of Clause 9 and Schedule 3, the Closing Date;



 


		(iv)	for the purposes of Clause 6.4, the Condition Fulfilment Date (as defined below); and



 


		(v)	for the purposes of the monetary amounts set out in Schedule 4, the date at which the Seller’s
Warranty is expressed to be true and accurate.



 


		1.12	References to Days



 


A reference to a day, as
opposed to Business Day, means a reference to a calendar day.


 


		2	Sale and Purchase of the Shares



 


		2.1	On and subject to the terms of this Agreement, with effect from Closing, the Seller shall sell
and transfer, and the Purchaser shall purchase and accept the transfer of the full legal and beneficial interest in the Shares,
including all accrued rights and free from all Encumbrances and with full title guarantee.



 


		2.2	On Closing, the Shares shall be transferred by the Seller to the Purchaser together with all rights
and advantages attaching to them as at Closing (including the right to receive all dividends or distributions declared, made or
paid on or after Closing).



 


		2.3	The Seller shall procure that on or prior to Closing, any and all rights or restrictions conferred
upon it or any other person which may exist in relation to the Shares are waived irrevocably by the persons entitled thereto.



 


		3	Consideration



 


		3.1	Amount



 


The aggregate consideration
for the purchase of the Shares under this Agreement (the “Purchase Price”) shall be an amount in US Dollars
equal to:


 


		3.1.1	US$170,000,000 (the “Enterprise Value”);


 

plus






    	16



    	



    

		3.1.2	the Closing Cash;



 


minus


 


		3.1.3	the Closing Indebtedness;



 


plus or minus


 


		3.1.4	the Closing Working Capital Adjustment.



 


		3.2	Payment of Purchase Price



 


The Purchase Price shall
be paid by way of cash payments pursuant to Clauses 6.3 and 9.3.


 


		3.3	Treatment of Payments 



 


If any payment is made by
the Seller to the Purchaser in respect of any Claim or pursuant to an indemnity or covenant to pay under any agreement entered
into under this Agreement or the Tax Indemnity, the payment shall be treated as an adjustment of the consideration paid by the
Purchaser for the Shares under this Agreement and the consideration shall be deemed to have been reduced by the amount of such
payment.


 


		4	Conditions



 


		4.1	Conditions Precedent to Purchaser’s Obligations



 


The obligations of the Purchaser
to consummate Closing as set forth in Clause 6 shall be subject to the fulfilment or the Purchaser’s waiver, at or prior
to the Closing Date, of each of the following conditions:


 


		4.1.1	the unconditional competition law clearances required for the purchase and sale of the Shares contemplated
hereunder from the Competition Authorities in Bulgaria, Republic of Korea, the Philippines, Poland, Russia and Turkey having been
obtained;



 


		4.1.2	save for the completion of any actions which require the consent of any third party and the liquidation
of Wuhan Chang Long Power Boiler Company Ltd., the Pre-Closing Reorganisation having been completed in accordance with the Pre-Closing
Reorganisation Plan (the “Pre-Closing Reorganisation Condition”);



 


		4.1.3	since the date of this Agreement, no event or change having occurred which has had or is likely
to have a Material Adverse Effect;



 


		4.1.4	the Seller’s Warranties being true and correct in all respects (in the case of any warranty
qualified by materiality) or in all material respects (in the case of any warranty not qualified by materiality) on and as of the
date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those warranties
that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects),
except where the failure of such warranties to be true and correct would not have a Material Adverse Effect on the CFB Business;
for the avoidance of doubt, any and all updates of the Seller’s Warranties made in accordance with Clause 5.10 to be disregarded
for the purpose of application of this Clause 4.1.4; provided, that, only for the purpose of this Clause 4.1.4, a Material Adverse
Effect shall mean any material adverse effect on the turnover, profitability, financial or trading position or




    	17



    	



    

prospects
of the Group Companies, other than on a short-term, cyclical or temporary basis and except to the extent caused by:


 


		(i)	an event, change or circumstance affecting or likely to affect generally all companies carrying
on similar businesses in countries in which the Group Companies carry on business;



 


		(ii)	the transactions contemplated by the Transaction Documents and the announcement and completion
of such transactions;



 


		(iii)	changes in law, regulation or accounting standards or principles, or interpretations thereof, applicable
to the Group Companies;



 


		(iv)	changes generally applicable to financial, economic, political or similar conditions (excluding
acts of war, declared or undeclared, armed hostilities and terrorism); or



 


		(v)	changes generally applicable to securities, commodities or other market conditions or prevailing
interest rates; and



 


		4.1.5	the Seller not having breached its obligations in Clause 5.1 so as to have a material adverse effect
on the Group.



 


		4.2	Conditions Precedent to Seller’s Obligations



 


The obligations of the Seller
to consummate the Closing as set forth in Clause 6 shall be subject to the fulfilment or the Seller’s waiver, at or prior
to the Closing, of


 


		4.2.1	the unconditional competition law clearances required for the purchase and sale of the Shares contemplated
hereunder from the Competition Authorities in Bulgaria, Republic of Korea, the Philippines, Poland, Russia and Turkey having been
obtained;



 


		4.2.2	the Purchaser’s Warranties being true and correct in all respects (in the case of any warranty
qualified by materiality) or in all material respects (in the case of any warranty not qualified by materiality) on and as of the
date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those warranties
that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects);
and



 


		4.2.3	the Purchaser having duly performed and complied in all material respects with all agreements,
covenants and conditions required by this Agreement to be performed or complied with by it prior to Closing.



 


		4.3	Responsibility for Satisfaction 



 


		4.3.1	In order to satisfy the conditions in Clauses 4.1.1 and 4.2.1 (the “Antitrust Conditions”):



 


		(i)	The Purchaser and the Seller have made a filing in the Philippines required under the competition
laws in the Philippines and the Purchaser further undertakes to make full, complete and accurate filings, notices and requests
for authorisations with the other relevant Competition Authorities as soon as practicable after the date of this Agreement and,
in any event, within any term provided for under the applicable antitrust laws, and shall promptly provide any additional information
and documentary material that




    	18



    	



    

may
be requested by any of the relevant Competition Authorities to ensure satisfaction of the Antitrust Conditions.


 


		(ii)	The Purchaser shall use commercially reasonable endeavours to do all things necessary or appropriate
under Applicable Law and regulations to ensure satisfaction of the Antitrust Conditions as soon as possible.



 


		(iii)	The Purchaser undertakes to keep the Seller reasonably informed as to its progress towards satisfaction
of the Antitrust Conditions. Without limiting the generality of the foregoing, the Purchaser further undertakes to:



 


		(a)	notify the Seller as soon as reasonably practicable regarding, and provide copies of, any written
communications and material oral communications from any Competition Authority in relation to obtaining any consent, approval or
action where such communications have not been simultaneously supplied to the Seller;



 


		(b)	promptly provide the Seller with draft copies of all submissions and written communications to
the Competition Authorities in relation to obtaining any consent, approval or action at such time as will allow the Seller a fully
satisfactory opportunity to provide comments on such submissions and communications before they are submitted or sent, and take
account of the Seller’s reasonable comments in relation to the form and content of such submissions and communications, and
provide the Seller with copies of all such submissions and communications at the same time and in the same form finally submitted
or sent (save that in relation to all disclosures to the Seller under this Clause, the Purchaser may redact business secrets and
other confidential material and such information shall be provided on an outside counsel-to-counsel, confidential basis); and



 


		(c)	where reasonably requested by the Seller and where permitted by the Competition Authorities, allow
persons nominated by the Seller to attend all meetings with the Competition Authorities and to make oral submissions at such meetings.



 


		4.3.2	AFW/Seller shall achieve satisfaction of the Pre-Closing Reorganisation Condition except in respect
of obtaining Third Party Consents, and shall use its commercially reasonable endeavours to obtain the Third Party Consents, as
soon as reasonably practicable after the date of this Agreement and in any event before the Long Stop Date. AFW/Seller shall not
make any material amendment to or deviation from the Pre-Closing Reorganisation Plan without the prior written consent of the Purchaser,
such consent not to be unreasonably withheld, conditioned or delayed. If AFW/Seller determines a price for a transaction in the
Pre-Closing Reorganisation Plan of which the value of transfer is not the book value (e.g. price based on discounted cash flow
calculation or a third-party appraisal) or makes a non-material amendment to or deviation from the Pre-Closing Reorganisation Plan
which is not subject to the prior written consent of the Purchaser under this Clause 4.3.2, AFW/Seller shall notify the Purchaser
of such price or amendment or deviation in advance.




    	19



    	



    

		4.3.3	Without limiting the foregoing, the Guarantor, the Seller and the Purchaser shall use their respective
commercially reasonable endeavours to achieve satisfaction of the conditions.



 


		4.3.4	The Purchaser shall give notice to the Seller of the satisfaction of each of the Antitrust Conditions
within two Business Days of becoming aware of the same.



 


		4.3.5	The Seller shall give notice to the Purchaser of the satisfaction of the Pre-Closing Reorganisation
Condition within two Business Days of becoming aware of the same.



 


		4.4	Co-operation



 


		4.4.1	The Seller shall provide reasonable assistance to the Purchaser in obtaining satisfaction of the
Antitrust Conditions, including:



 


		(i)	providing all information and documents reasonably requested by the Purchaser for the purpose of
the merger control notifications listed under the Antitrust Conditions (including sharing, on an outside counsel-to-counsel, confidential
basis, any necessary documents or information that contain confidential information which should not be shared with the Purchaser);



 


		(ii)	co-operating with the Purchaser and providing promptly all information and assistance reasonably
required in relation to all requests for information and enquiries from any Competition Authority; and



 


		(iii)	confirming, if necessary and required by the Purchaser, representations to be submitted to any
Competition Authority identified under the Antitrust Conditions above.



 


		4.4.2	The Seller shall also keep the Purchaser reasonably informed of any written or material oral communications
which the Seller may have with any Competition Authority.



 


		4.4.3	The Purchaser shall use commercially reasonable endeavours to assist AFW/Seller to satisfy the
Pre-Closing Reorganisation Condition where AFW/Seller reasonably requests.



 


		4.4.4	The Purchaser shall use commercially reasonable endeavours to assist the AFW/Seller in obtaining
the Third Party Consents, including providing all information and documents reasonably requested by the Seller for the purpose
of obtaining the Third Party Consents (including sharing, on an outside counsel-to-counsel, confidential basis, any necessary document
or information that contain confidential information which should not be shared with the Seller).



 


		4.4.5	AFW/Seller shall keep the Purchaser reasonably informed of any written or material oral communications
which the Seller’s Group may have with any third party in connection with the Pre-Closing Reorganisation.



 


		4.5	Non-Satisfaction



 


The Seller or the Purchaser
shall have the right, in their sole discretion, and without prejudice to their right to claim damages or other compensation for
any prior breach of this Agreement, by notice in writing to the other party to terminate this Agreement (other than the Surviving
Clauses) if the conditions in Clauses 4.1 and 4.2, as applicable, are not



    	20



    	



    


satisfied
on or before the Long Stop Date, provided, however, that the right to terminate this Agreement under this Clause 4.5 shall not
be available to the Purchaser or the Seller (as the case may be) if the failure by the Purchaser or the Seller (as the case may
be) to perform its obligations under this Clause 4 has been the cause of, or resulted in the failure of, Closing to occur on or
before the Long Stop Date.


 


		5	Pre-Closing



 


		5.1	Seller’s Obligations in Relation to the Conduct of Business



 


		5.1.1	Subject to Clause 5.2, the Seller shall procure that between the date of this Agreement and Closing
each Group Company shall carry on its business with due care and in compliance with all Applicable Laws as a going concern in the
ordinary course of business consistent with past practice as carried on prior to the date of this Agreement, save as otherwise
permitted with the prior written consent of the Purchaser, such consent not to be unreasonably withheld, conditioned or delayed.
Without limiting the generality of the foregoing, from the date hereof until the Closing Date, the Seller shall procure that the
Group Companies shall, in each case in the ordinary course of business consistent with past practice:



 


		(i)	use reasonable endeavours to preserve and maintain all of the Governmental Authorisations held
by them;



 


		(ii)	pay their debts, Taxes and other obligations when due;



 


		(iii)	maintain the properties and tangible assets which are material to the business of the Group Companies
and which are owned, occupied or used by them, subject to normal wear and tear, in good repair and condition and in reasonable
working order having regard to their age and use;



 


		(iv)	preserve the Intellectual Property Rights and other intangible assets owned by them, including
by filing applications for Registered IP in the name of Group Companies when patent protection is considered to be appropriate,
continuing to prosecute any applications for Owned Registered IPR and maintaining the confidence of any Non-Registered IP owned
by them;



 


		(v)	continue the research and development activities relevant to the CFB Products as carried on prior
to the date of this Agreement;



 


		(vi)	perform their obligations under all contracts to which they are party relating to or affecting
their properties, assets, personnel or business; and



 


		(vii)	maintain their books and records.



 


		5.1.2	Without prejudice to the generality of Clause 5.1.1 and subject to Clause 5.2, the Seller undertakes
to procure that between the date of this Agreement and Closing each Group Company shall not, without the prior written consent
of the Purchaser, such consent not to be unreasonably withheld, conditioned or delayed:



 


		(i)	enter into any agreement or incur any commitment involving any capital expenditure in excess of
US$1 million per item and US$5 million in aggregate, in each case exclusive of VAT;



 


		(ii)	enter into any agreement or incur any commitment involving any non-capital expenditure in excess
of US$1 million per item exclusive of VAT,




    	21



    	



    

other
than procurement of materials for projects in the ordinary course of business consistent with past practice;


 


		(iii)	make any proposal or submit any bid for any potential project, for which the contract price exceeds
US$10 million;



 


		(iv)	enter into, settle or amend in any material respect any agreement or incur any commitment which
is not capable of being terminated without compensation at any time with 12 months’ notice or less and which involves or
may involve total annual expenditure in excess of US$1 million, exclusive of VAT;



 


		(v)	enter into, amend or terminate any Material Contracts of a type not explicitly referred to elsewhere
in this Clause 5.1.2;



 


		(vi)	acquire or agree to acquire, sell or agree to sell, any share, shares or other interest in any
company, partnership or other venture or establish or liquidate a subsidiary save as required to effect the Pre-Closing Reorganisation;



 


		(vii)	acquire or agree to acquire any assets in excess of US$5 million, save as required to effect the
Pre-Closing Reorganisation and other than for the procurement of materials for projects in the ordinary course of business consistent
with past practice;



 


		(viii)	sell or otherwise dispose of or agree to sell or otherwise dispose of any assets in excess of US$200,000,
save as required to effect the Pre-Closing Reorganisation and other than for the sale of products or its components for projects
in the ordinary course of business consistent with past practice;



 


		(ix)	incur any additional borrowings or incur any other indebtedness in the nature of borrowings;



 


		(x)	create, allot or issue, or grant an option to subscribe for, any share capital of any Group Company,
save as required to effect the Pre-Closing Reorganisation;



 


		(xi)	repay, redeem or repurchase any share capital of any Group Company;



 


		(xii)	institute or settle any Proceedings that would be applicable to any Group Company (other than Proceedings
in respect of Tax provided that the Seller and the Group Company are acting in good faith in the best interests of the Group Company
in instituting or settling such Proceedings), provided that the Seller shall give prior notice to the Purchaser regarding such
tax Proceedings;



 


		(xiii)	create any Encumbrance over or otherwise dispose of any Owned Business IPR or any other Intellectual
Property Rights owned by the Group Companies, other than the granting of spot licences of any Owned Business IPR in relation to
CFB Products pursuant to the Licences-out or the licence agreements listed in Section B of Part 1 of Schedule 9, in the ordinary
course of business consistent with past practice; provided, however, the Seller shall promptly inform the Purchaser of each such
spot licence and procure that each such spot licence shall, to the extent not entered into by a Group Company as licensor, be transferred
to the Group




    	22



    	



    

Company
that is the transferee of the licence listed in Section B of Part 1 of Schedule 9 associated with such spot licence;


 


		(xiv)	permit any Owned Registered IPR to lapse as a result of a failure to pay any renewal fees that
fall due other than as stipulated in Schedule 11;



 


		(xv)	save as required by law:



 


		(a)	make any material amendment to the terms and conditions of engagement or employment of any of its
directors, officers or employees save (A) as required in accordance with the policies, procedures, benefit plans or compensation
plans generally applicable to the Seller’s Group or the Group as in effect on the date hereof; (B) as required by any applicable
collective bargaining agreement; (C) as required by the Purchaser in writing; or (D) as required in order to effect the Pre-Closing
Reorganisation;



 


		(b)	dismiss any director, officer or employee other than for gross misconduct or other cause or save
as required to effect the Pre-Closing Reorganisation;



 


		(xvi)	create any Encumbrance over any of its Properties or any other material assets or undertakings;



 


		(xvii)	amend its constitutional documents, internal rules in relation to the authorities and responsibilities
of high level organisations and senior level employees and officers, internal rules of the board of directors or similar bodies,
policy for internal control for governance, material rules related to human resources, and policies and methodologies for Taxes
except as required by Applicable Law or to comply with accounting policies and practice applicable to the Group Company concerned;
and



 


		(xviii)	to the extent compliant with Applicable Laws, develop a new business plan for the Group Companies
or amend the existing business plan of the Group Companies other than making or updating a budget plan in the ordinary course of
business consistent with past practice.



 


		5.2	Exceptions to Seller’s Obligations in Relation to the Conduct of Business 



 


Clause 5.1 shall not operate
so as to prevent or restrict:


 


		5.2.1	any matter reasonably undertaken by any member of the Group in an emergency or disaster situation
with the intention of minimising any adverse effect of such situation in relation to the Group or the Seller’s Group, provided
that the Seller shall notify of the Purchaser of such situation as soon as practicably possible and shall discuss with the Purchaser
regarding any such matter to be undertaken to respond to such situation;



 


		5.2.2	any act or omission required to comply with any Applicable Law;



 


		5.2.3	any action to the extent required to be taken pursuant to this Agreement, the Pre-Closing Reorganisation
Plan or the other Transaction Documents, or to assign or otherwise transfer any Seller Trade Mark to a member of the Retained Group;



 


		5.2.4	any action required pursuant to a binding agreement existing at the date of this Agreement, provided,
that the Seller shall give prior notice to the Purchaser




    	23



    	



    

regarding
the action to be taken pursuant to the relevant agreement if such action would fall under any items in Clause 5.1.2 unless such
action or agreement has been disclosed to the Purchaser through the Disclosure Letter or the Data Room;


 


		5.2.5	any action undertaken at the written request, or with the written consent, of the Purchaser; or



 


		5.2.6	repayments of any amount of the intra-group receivables or intra-group payables owed by a member
of the Seller’s Group (other than a Group Company) to a Group Company or vice versa.



 


		5.3	Cash Extraction



 


		5.3.1	The Seller shall procure that all the financial transactions between the Retained Group and the
Group Companies under the Seller’s Group cash management system and any other intercompany loans between the Retained Group
and the Group Companies shall be unwound and any balance therefrom will be fully settled prior to Closing.



 


		5.3.2	The Purchaser and the Seller shall discuss as soon as practicable following the date of this Agreement
the target Cash Balances to be retained in the Group Companies at Closing, and the Seller shall use reasonable endeavours to ensure
that at least such amount is retained in the Group Companies at Closing.



 


		5.3.3	The Seller shall, so far as practicable and to the extent permitted by Applicable Law, between
the date of this Agreement and Closing, procure that the Group Companies shall achieve a Cash Extraction of any Cash Balances for
each Group Company in excess of the target Cash Balances determined pursuant to Clause 5.3.2.



 


		5.4	Transition Steering Committee



 


Pending Closing, the Seller
and the Purchaser shall form a transition steering committee consisting of representatives nominated by each of the Seller and
the Purchaser and procure that such representatives meet in person or by telephone conference as frequently as may be necessary
to discuss progress on satisfaction of the conditions in Clause 4, the implementation of the Pre-Closing Reorganisation Plan, material
new business of the Group, the matters referred to in Clause 5.1, updates with respect to the determination of any valuations for
each transaction contemplated by the Pre-Closing Reorganisation Plan, and other transition issues.


 


		5.5	Insurance



 


		5.5.1	Without prejudice to the generality of Clause 5.1.1, between the date of this Agreement and Closing,
AFW/Seller shall and/or shall procure that the relevant members of the Seller’s Group shall maintain in force all Target
Group Insurance Policies and all Seller’s Group Insurance Policies for the benefit of the Group Companies.



 


		5.5.2	Prior to Closing, the Seller shall, to the extent practicable, make a claim under any Seller’s
Group Insurance Policy in respect of any event, act or omission relating to any Group Company that occurred or existed prior to
the Closing Date that is covered by a Seller’s Group Insurance Policy. The Seller’s obligation to make a claim under
this Clause 5.5.2 shall only apply to the extent that a reasonable owner of a similar business to the Seller’s Group, which
was not the subject of a sale




    	24



    	



    

process,
would make a claim in such circumstances. If the event, act or omission giving rise to such claim is not treated as Indebtedness,
the proceeds and the right to receive the proceeds the Group Company is entitled to are not considered in the price adjustment
as per Clause 3.


 


		5.6	Asbestos Survey and Remedial Action



 


The Seller
shall take reasonable steps to:


 


		(i)	instruct an independent environmental consultant jointly with the Purchaser (on terms to be agreed
between the parties) to produce the Asbestos Survey; and



 


		(ii)	to the extent necessary, instruct a third party environmental consultant or contractor to perform
any relevant Remedial Action,



 


in each case in accordance with
paragraph 10 of Part 1 of Schedule 6.


 


		5.7	Pre-Closing Reorganisation



 


		5.7.1	Prior to Closing, AFW/Seller shall (except in respect of obtaining Third Party Consents where Clause
4.3.2 shall apply) implement the Pre-Closing Reorganisation in accordance with this Agreement and Applicable Law.



 


		5.7.2	The Purchaser shall co-operate with AFW/Seller to facilitate the Pre-Closing Reorganisation in
accordance with and pursuant to the Pre-Closing Reorganisation Plan.



 


		5.7.3	AFW/Seller shall effect the transfer of the Transfer Employees in accordance with and subject to
the terms and conditions set out in the Pre-Closing Reorganisation Plan and the Purchaser shall co-operate with AFW/Seller to facilitate
such transfer.



 


		5.7.4	AFW/Seller shall provide to the Purchaser copies of any material documents necessary to implement
the Pre-Closing Reorganisation as soon as reasonably practicable following execution of such material document (redacted, if necessary
to remove information that does not solely relate to the CFB Business and which is confidential to the Seller but such redacted
information to be shared, on an outside counsel-to-counsel, confidential basis).



 


		5.7.5	As part of the Pre-Closing Reorganisation and in accordance with, the Pre-Closing Reorganisation
Plan, prior to Closing:



 


		(i)	on and subject to the terms of this Agreement, AFW/Seller shall procure the transfer to the relevant
Group Company of the rights (subject to the burden) of each relevant member of the Retained Group arising under the Transferring
Contracts on the terms set out in Part 1 of Schedule 10; and



 


		(ii)	on and subject to the terms of this Agreement, AFW/Seller shall procure the transfer to a member
of the Retained Group of the rights (subject to the burden) of each relevant member of the Group arising under the Non-Transferring
Contracts on the terms set out in Part 2 of Schedule 10.



 


		5.7.6	Prior to Closing, the Seller shall, and shall procure that each relevant member of the Seller’s
Group shall:



 


		(i)	execute an irrevocable assignment pursuant to which all of its right, title and interest in and
to the Owned Patents listed in Part A of Schedule 11 is assigned to Amec Foster Wheeler Energia Oy, and file all necessary forms




    	25



    	



    

at,
and pay any fees required by, the relevant intellectual property offices and registries for the recordal of the change of title
of each such assigned Owned Patent; and


 


		(ii)	execute an irrevocable assignment pursuant to which all of its right, title and interest in and
to any Transferring Non-Registered IP owned by it is assigned to Amec Foster Wheeler Energia Oy on the Closing Date.



 


		5.7.7	As soon as practicable following the date of this Agreement, but in any event prior to the Closing
Date, the Purchaser and the Seller shall each nominate three (3) individuals who shall, at times and at places mutually acceptable
to each party, meet in person to identify:



 


		(i)	materials (including software and data) that comprise or otherwise fall within the Seven Categories
of Exclusive IP;



 


		(ii)	those parts of each Engineering Manual covered by Clauses 5.7.8(i) and (ii); and



 


		(iii)	any other materials protected by any: (a) Non-Registered IP that exists and is owned by a Group
Company; or (b) Transferring Non-Registered IP, in each case, that Relate Exclusively to the CFB Products.



 


The
Seller’s nominees must include at least one technical expert from Amec Foster Wheeler Energia Oy.


 


		5.7.8	The Seller and the Purchaser acknowledge and agree that while each Engineering Manual as an entire
document (in whatever medium) forms part of the CFB Exclusive Non-Registered IP, there are parts of each Engineering Manual that
either:



 


		(i)	cover general principles of science or physics or common engineering or design knowledge or otherwise
publicly available information; or



 


		(ii)	at the date of this Agreement, form part or parts of engineering and/or design manuals used by
the Seller’s Group for products that are not CFB Products and that do not Relate Exclusively to the CFB Products.



 


The Purchaser agrees
that the inclusion of the Engineering Manuals as part of the CFB Exclusive Non-Registered IP does not result in those parts of
the Engineering Manuals covered by Clauses 5.7.8(i) and (ii) forming part of the CFB Exclusive Non-Registered IP or prevent or
otherwise restrict the Seller’s Group’s use of such parts pursuant to Clause 8.4.2.


 


		5.7.9	By no later than the Closing Date, the Seller shall have notified the Purchaser in writing of those
of its Affiliates that perform the Aftermarket Services Business in Canada, United States or Mexico (the “Aftermarket
Affiliates”).



 


		5.8	Other Seller’s Obligations Prior to Closing



 


		5.8.1	Without prejudice to the generality of Clauses 5.1.1 and 5.6, prior to Closing, the Seller shall
keep the Purchaser informed of any material steps and the development of the Pre-Closing Reorganisation Plan through the transition
steering committee or otherwise. The Seller shall, and shall procure that the relevant members of the Seller’s Group shall,
allow the Purchaser and its agents, upon reasonable notice, reasonable access to and, with the prior consent of the Seller




    	26



    	



    

(which
shall not be unreasonably withheld, conditioned or delayed), to take copies of, the books, records and documents of or relating
in whole or in part to the Group, provided that the obligations of the Seller under this Clause shall not extend to allowing access
to information which is (i) reasonably regarded as confidential to the activities of the Seller’s Group and the Seller otherwise
than in relation to the Group Companies or (ii) commercially sensitive information of the Group Companies if such information cannot
be shared with the Purchaser prior to Closing in compliance with Applicable Law.


 


		5.8.2	The Seller shall provide the Purchaser with the balance sheets and the profit and loss accounts
of the CFB Business (reflecting, for the avoidance of doubt, any part thereof conducted by any member of the Retained Group), as
at the end of each month between the date hereof and the Closing Date, as soon as reasonably practicable following the end of the
relevant month (the Seller shall use reasonable endeavours to provide such balance sheets and the profit and loss accounts of the
CFB Business within 15 Business Days from the end of the relevant month).



 


		5.9	Release of Guarantees



 


		5.9.1	The Purchaser shall procure by Closing or, to the extent not done by Closing, as soon as practicably
possible (provided that the Seller and the Purchaser shall agree on a fixed deadline as soon as practicably possible after the
date of this Agreement) thereafter, the release of the Seller or any member of the Retained Group from any securities, guarantees,
indemnities or similar assurances against financial loss given by or binding upon the Seller or any member of the Retained Group,
being any securities, guarantees, indemnities or similar assurances against financial loss set out in Schedule 12, in respect of:
(a) any liability of any of the Group Companies; (b) any guarantees, indemnities, bonds, letters of credit or any other instruments
issued by a bank or financial institution in respect of any liability of any of the Group Companies; or (c) any guarantees, indemnities
or similar assurances against financial loss in respect of any item referred to in paragraph (b) above (the “Seller Obligations”).
Pending such release and following Closing, the Purchaser shall indemnify the Seller and any member of the Retained Group and any
person connected with any of them against all amounts paid by any of them pursuant to any Seller Obligations (including any costs
related to any Seller Obligations), if and to the extent such amounts are paid after Closing without prejudice to all other rights
or remedies available to the Purchaser.



 


		5.9.2	Each of the Guarantor and the Seller shall procure, by Closing the release of the Group Companies
from any securities, foreign exchange transactions, guarantees, indemnities or similar assurances against financial loss given
by or binding upon the Group Companies in respect of any liability of the Seller or any member of the Retained Group set out in
Schedule 12.



 


		5.10	Updating Disclosure Letter



 


Except as otherwise provided
herein, until two Business Days prior to the Closing Date, the Seller may and shall update the information contained in the Schedules
and the folders in the Data Room referenced in the Seller’s Warranties so as to reflect any events having occurred after
the date hereof that affect such information and provide the Purchaser with the updated information in writing. Upon receipt of
such updated information by the Purchaser, the relevant Seller’s Warranties shall be deemed to have been updated



    	27



    	



    

accordingly
in relation to the effect of the Seller’s Warranties as of the Closing Date, provided
that disclosure of any new claim, defect or dispute arising from the contracts with the clients or subcontractors of the CFB Business
shall not be deemed to update disclosure against the relevant Seller’s Warranties in paragraph 13.3 of Schedule 4. For the
avoidance of doubt, such update of the Seller’s Warranties reflecting the events having occurred after the date hereof shall
not affect (i) the Seller’s Warranties as of the date hereof or (ii) the determination of the satisfaction of the conditions
precedent to the Purchaser’s obligations to consummate Closing set forth in Clause 4.1.


 


		5.11	Completion of Remaining Transaction Documents



 


Each of AFW/Seller and the
Purchaser shall use their respective commercially reasonable endeavours to procure that all the Agreed Terms for all the Transaction
Documents to be executed among the relevant parties concerned in the Agreed Terms that have not been fully agreed upon as of the
date hereof shall be duly agreed upon and such Transaction Documents shall be timely executed in the Agreed Terms.


 


		5.12	Tax Administration



 


		5.12.1	The Seller or its duly authorised agents shall until Closing deal with all matters concerning the
Taxation of a Group Company including, without limitation, any correspondence, enquiry, dispute, audit, negotiation or settlement
involving any Tax Authority in respect of any period or part of a period prior to Closing (“Pre-Closing Tax Matters”)
and shall, at the Seller’s cost (provided that the Seller shall not be required to reimburse any Group Company for internal
management time):



 


		(i)	prepare, submit and deal with prior to Closing (or procure the preparation and submission of and
dealing with) all computations and returns relating to Taxation of each Group Company; and



 


		(ii)	prepare, submit and deal with prior to Closing (or procure the preparation and submission of and
dealing with) all claims, elections, surrenders, disclaimers, statements, notices and consents for Taxation purposes of each Group
Company,



 


in respect of which the
last day for submission of such computation, return, claim, election, surrender, disclaimer, statement, notice or consent within
any applicable statutory time limit and without incurring interest or penalties is prior to Closing.


 


		5.12.2	The Seller shall procure that:



 


		(i)	the Purchaser is kept fully informed of the progress of all matters relating to the Taxation affairs
of the Group Companies for which the Seller is responsible under this Clause 5.12, other than matters that are immaterial;



 


		(ii)	the Purchaser receives copies of, or extracts from, all written correspondence to, or from, any
Tax Authority insofar as it is relevant to the matters referred to in Clause 5.12.2(i), other than correspondence that is immaterial;



 


		(iii)	the Purchaser receives drafts of any documents which are to be submitted pursuant to Clause 5.12.1(i)
or 5.12.2(i) (“Pre-Closing Tax Documents”). If a time limit applies in relation to the submission of any Pre-Closing
Tax Document, the Seller shall ensure that the Purchaser receives the Pre-




    	28



    	



    

Closing
Tax Document no later than fifteen (15) Business Days before the expiry of the time limit;


 


		(iv)	the Purchaser is consulted fully in relation to the matters referred to in Clause 5.12.2(i) and
any reasonable written comments of the Purchaser are incorporated, provided the Purchaser’s comments are received no later
than five (5) Business Days after the draft Pre-Closing Tax Document has been received by the Purchaser pursuant to Clause 5.12.2(iii);
and



 


		(v)	no Pre-Closing Tax Document nor any other document relating to the Taxation of a Group Company
is submitted to any Tax Authority which is not true and accurate in all material respects or is misleading.



 


		5.12.3	The Seller agrees to devote reasonable resources prior to Closing to dealing with the Taxation
affairs of the Group Companies, and shall use reasonable endeavours to ensure that they are finalised as soon as reasonably practicable.



 


		5.12.4	Neither the Seller nor any Group Company shall be required by this Clause 5.12 to take any action
which it reasonably considers will require it (or any member of the Seller’s Group) to engage in fraudulent conduct, conduct
involving dishonesty or the commission of, or participation in, any criminal offence or will result in any officer or employee
of any Group Company or any member of the Seller’s Group committing a fiscal penal offence in Poland or give rise to fiscal-penal
responsibility in Poland.



 


		6	Closing



 


		6.1	Date and Place



 


Subject to Clause 4, Closing
shall take place in Amsterdam, the Netherlands, on the last Business Day of the calendar month which comes first after the lapse
of a period of ten (10) Business Days following the date on which the conditions set out in Clause 4.1 (other than conditions which,
by their nature, are to be satisfied on the Closing Date) shall have been satisfied or waived and the conditions set out in Clause
4.2 (other than conditions which, by their nature, are to be satisfied on the Closing Date) shall have been satisfied or waived
(the “Condition Fulfilment Date”), or at such other location, time or date as may be agreed between the Purchaser
and the Seller in writing, provided that the conditions set out in Clauses 4.1 and 4.2, except for those having been waived, shall
have remained satisfied at the time of Closing.


 


		6.2	Closing Events



 


On Closing, the parties
shall comply with their respective obligations specified in Schedule 2. The Seller may waive some or all of the obligations of
the Purchaser as set out in Schedule 2 and the Purchaser may waive some or all of the obligations of the Seller as set out in Schedule
2.


 


		6.3	Payment on Closing



 


On Closing, the Purchaser
shall pay (in accordance with Clause 18.6) an amount in cleared funds to the Seller (the “Completion Payment Amount”)
which is equal to:


 


		6.3.1	the Enterprise Value;



 


plus



    	29



    	



    

		6.3.2	the Estimated Cash;



 


minus


 


		6.3.3	the Estimated Indebtedness;



 


plus or minus


 


		6.3.4	the Estimated Working Capital Adjustment.



 


		6.4	Estimated Closing Statement



 


Eight Business Days prior
to Closing or five Business Days after the Condition Fulfilment Date, whichever comes later, the Seller shall deliver to the Purchaser
the Estimated Closing Statement.


 


		6.5	Breach of Closing Obligations



 


If either the Seller or
the Purchaser fails to comply with any material obligation in Clauses 6.2 and 6.3 and paragraphs 1 and 2 of Schedule 2, the Purchaser,
in the case of non-compliance by the Seller, or the Seller, in the case of non-compliance by the Purchaser, shall, in each case
acting reasonably in good faith, be entitled (in addition to and without prejudice to all other rights or remedies available) by
written notice to the Seller or the Purchaser (as the case may be), served on the Closing Date:


 


		6.5.1	to terminate this Agreement (other than the Surviving Clauses) without liability on their part
or on the part of those on whose behalf such notice is served; or



 


		6.5.2	to effect Closing so far as practicable having regard to the defaults which have occurred; or



 


		6.5.3	to fix a new date for Closing (not later than the last Business Day of the month following the
month which the agreed date for Closing falls under) in which case the provisions of Schedule 2 shall apply to Closing as so deferred
but provided such deferral may only occur once.



 


		6.6	Termination of Intra-Group Contracts



 


		6.6.1	Except in respect of any document or arrangement to be entered into pursuant to the Pre-Closing
Reorganisation Plan or as may otherwise be agreed between the Seller and the Purchaser, AFW/Seller shall, and shall procure that
the relevant members of the Seller’s Group shall, and the Purchaser shall procure that the relevant members of the Group
shall, terminate all Intra-Group Contracts (other than the Internal Work Orders), in such a way (i) that all accrued receivables
and payables in respect of the Intra-Group Contracts shall be paid or settled and (ii) that other rights, liabilities and obligations
under the Intra-Group Contracts shall be satisfied such that no member of the Seller’s Group or Group Company shall have
any ongoing rights, liabilities or obligations under the Intra-Group Contracts. To the extent that any Intra-Group Contracts cannot
be terminated on Closing, AFW/Seller and the Purchaser (i) agree that the terms and conditions as set out in Schedule 15 shall
apply to such Intra-Group Contracts thereafter until their termination and (ii) shall use their respective commercially reasonable
endeavours to procure such termination as soon as practicable following Closing.



 


		6.6.2	The Seller and the Purchaser agree that the terms and conditions as set out in Schedule 16 shall
apply to the back office services to be provided after Closing by




    	30



    	



    



Amec
Foster Wheeler Energia Polska Sp. z.o.o. to Amec Foster Wheeler Consulting Poland Sp. z.o.o.


 


		6.6.3	The Seller agrees to update the list of Internal Work Orders in Schedule 13 by five Business Days
prior to Closing to reflect any such purchase or sale or service arrangements between any Group Company and any member of the Seller’s
Group which are terminated, fully performed or documented after the date of this Agreement.



 


		7	Special Indemnity



 


		7.1	The provisions of Part 1 of Schedule 6 shall apply in respect of Asbestos.



 


		7.2	The provisions of Part 2 of Schedule 6 shall apply in respect of any Losses arising from the Excluded
CFB Business that remain with or are transferred to the Retained Group.



 


		7.3	The provisions of Part 3 of Schedule 6 shall apply in respect of any Losses arising from claims
and disputes set forth therein.



 


		7.4	The Seller shall bear the costs of the liquidation (or transfer out of the Group) of Wuhan Chang
Long Power Boiler Company Ltd. and, if this liquidation or transfer is not complete by Closing, shall indemnify the Purchaser for
the costs of the liquidation and any other Losses which the Purchaser may suffer by reason of Wuhan Chang Long Power Boiler Company
Ltd. not having been fully liquidated or transferred out of the Group prior to Closing.



 


		8	Post-Closing Obligations



 


		8.1	Sumitomo FW



 


		8.1.1	The Seller acknowledges and agrees that, after Closing, the Purchaser may adopt, in the alternative:



 


		(i)	any of the names: “Sumitomo FW”, “Sumitomo SHI FW”, “Sumitomo (SHI)
FW”, “Sumitomo Heavy Industries FW” or “SHI FW” (each a “New Company Name Option”);
or



 


		(ii)	any other alternative name determined pursuant to Clause 8.1.2,



 


as, or as part of, any
corporate or trading name of any member of the Purchaser’s Group (including any Group Company) or as a trade mark or service
mark.


 


		8.1.2	If, after the date of this Agreement, the Purchaser is unable to secure its relevant internal approvals
for the adoption and use of any New Company Name Option, the Purchaser shall promptly notify the Seller of an alternative name
or names (to the extent that any such alternative name or names contains “FW”) for the Seller’s consent (such
consent not to be unreasonably withheld, delayed or conditioned). The Seller agrees that on receipt of any notification from the
Purchaser pursuant to this Clause 8.1.2, it will promptly seek its relevant internal approvals in respect of the Purchaser’s
proposal. If the Seller does not approve any alternative name or names notified to the Seller, the Purchaser may notify the Seller
of other alternative names for the Seller’s consent in accordance with this Clause 8.1.2. Any name approved by the Seller
in accordance with this Clause 8.1.2 shall be a “New Substitute Company Name Option”, and the New Company Name
Option or




    	31



    	



    

New
Substitute Company Name Option selected by the Purchaser (and notified to the Seller) shall be the “New Company Name”.


 


		8.1.3	The Seller shall not, and shall procure that no member of the Retained Group shall, rely on any
of its trade mark rights (registered or unregistered) to prevent use or registration of the New Company Name as, or as part of,
any corporate or trading name of any member of the Purchaser’s Group (including any Group Company) or as a trade mark or
service mark. If the Seller, or any member of the Retained Group, assigns it rights in any trade mark containing “FW”
to a third party, the Seller shall, and shall procure that the relevant member of the Retained Group shall, ensure that the third
party assignee undertakes not to rely on any such assigned rights to prevent use or registration of the New Company Name as, or
as part of, any corporate or trading name of any member of the Purchaser’s Group (including any Group Company) or as a trade
mark or service mark.



 


		8.1.4	The Purchaser shall not, and shall procure that no member of the Purchaser’s Group shall,
rely on any trade mark rights (registered or unregistered) that it acquires in the New Company Name to prevent use or registration
of any of the Seller Trade Marks by any member of the Retained Group or by any third party assignee of any of the Seller Trade
Marks.



 


		8.2	Change of Company Names



 


Subject to Clause 8.1, as
soon as reasonably practicable after Closing, and in any event no later than the date falling six (6) months immediately following
the Closing Date, the Purchaser shall procure that the name of each Group Company incorporating any Seller Trade Mark shall be
changed to a name which does not consist of, or otherwise incorporate, any Seller Trade Mark.


 


		8.3	Use of the Seller Trade Marks



 


		8.3.1	Except as otherwise expressly provided in the Transitional Trade Mark Licence and subject to Clauses
8.1, 8.2 and 8.3.2, from the Closing Date, the Purchaser shall, and shall procure that each member of the Purchaser’s Group
(including each Group Company) shall:



 


		(i)	not:



 


		(a)	use or display any Names which include (in whole or in part) any Seller Trade Marks; or



 


		(b)	hold itself out as having any current affiliation with any member of the Seller’s Group;
and



 


		(ii)	use commercially reasonable endeavours to have removed, obliterated or otherwise made invisible,
by the date of termination or expiry of the Transitional Trade Mark Licence, all Seller Trade Marks from all assets and/or materials
owned or used by, or on behalf of, any Group Company, including any business stationery (including letterhead, business cards,
schedules, inventories, publicity releases and forms), buildings, interior décor items, fixtures and furnishings, displays,
signs, design documents or drawings, manufacturing and other technical manuals, quality control manuals and documents, informational,
promotional or marketing materials or brochures, bulletins and sales materials, websites, email, computer




    	32



    	



    

software
and systems. The costs associated with such removal and obliteration shall be borne by the Purchaser.


 


		8.3.2	Seller acknowledges and agrees that:



 


		(i)	each Group Company is permitted to: (a) continue making use of the Seller Trade Marks (excluding
any logos, designs or stylised versions of the Seller Trade Marks) when referring to the former names of the Group Companies and
the history of the CFB Products; and (b) use the Seller Trade Marks in any other manner that would not constitute an infringement
of any Seller Trade Mark under the Applicable Law; and



 


		(ii)	no member of the Purchaser’s Group shall be obliged to remove or obliterate any Seller Trade
Marks from any:



 


		(a)	executed agreements, or copies thereof, in existence prior to the Closing Date;



 


		(b)	design documents for past or pending projects in existence prior to the Closing Date;



 


		(c)	non-public-facing documents in existence prior to the Closing Date that are used for internal purposes
only, and any engineering or technical manuals, or copies thereof, in existence prior to the Closing Date; or



 


		(d)	equipment (including finished installations and any materials related thereto) in existence, and
in the possession of a customer, licensee or contractor of the Group, prior to the Closing Date.



 


		8.4	Intellectual Property Rights



 


		8.4.1	The Purchaser and AFW/Seller acknowledge and agree that all Owned Registered IPR and all Transferring
Non-Registered IP that is not owned by a Group Company as of date of this Agreement, shall be assigned into the ownership of Amec
Foster Wheeler Energia Oy, in the case of any relevant Owned Registered IPR, prior to Closing, and, in the case of any Transferring
Non-Registered IP, on the Closing Date, in each case, in accordance with the Pre-Closing Reorganisation Plan.



 


		8.4.2	The Purchaser shall procure the grant by each relevant member of the Purchaser’s Group to
the Seller, with effect from the Closing Date, a perpetual, irrevocable, non-exclusive, assignable (only in accordance with Clause
8.4.3(ii)), sub-licensable (only in accordance with Clause 8.4.3(i)), royalty-free licence to use the Licensed-back Intellectual
Property, provided that any such use shall be limited to use solely for the purposes of, and in connection with, any products other
than the CFB Products and any businesses other than any business relating to the CFB Products.



 


		8.4.3	The Seller may not assign or otherwise transfer or grant sub-licences in respect of all or any
of its rights under the licences granted pursuant to Clause 8.4.2 without the prior written consent of the Purchaser save that
the Seller may:



 


		(i)	sub-license any or all of its rights under the licences granted pursuant to Clause 8.4.2 to:




    	33



    	



    

		(a)	any member of the Retained Group (except for the China Manufacturing Joint Venture) while it remains
an Affiliate of the Seller, but any such sub-licence shall automatically terminate if and when the sub-licensee ceases to be an
Affiliate of the Seller;



 


		(b)	any purchaser of all or part of any business of the Seller’s Group that, immediately after
Closing, benefits from the licence granted pursuant to Clause 8.4.2;



 


		(c)	any third party to whom a member of the Retained Group has, prior to the date of this Agreement,
granted a licence to use the Licensed-back Intellectual Property in respect of products other than CFB Products and any businesses
other than any business relating to the CFB Products; and



 


		(d)	any other third party for the purposes of use of the Licensed-back Intellectual Property in respect
of products other than CFB Products or any businesses other than any business relating to the CFB Products only; and



 


		(ii)	assign any or all of its rights under the licences granted pursuant to Clause 8.4.2 to:



 


		(a)	any member of the Retained Group (except for the China Manufacturing Joint Venture) while it remains
an Affiliate of the Seller, provided that prior to any assignee Affiliate ceasing to be an Affiliate of the Seller, such assignee
shall assign all such rights to an Affiliate of the Seller; and



 


		(b)	any purchaser of all or part of any business of the Seller’s Group that, immediately after
Closing, benefits from the licence granted pursuant to Clause 8.4.2.



 


		8.4.4	The Seller shall, and shall procure that each of its sub-licensees and assigns, whether direct
or indirect (and all references to “sub-licensees” and “assigns” in this Clause 8.4.4 to Clause 8.4.6 shall
be a reference to all sub-licensees and assigns whether direct or indirect), of the Licensed-back Intellectual Property shall:



 


		(i)	treat as strictly confidential, and be obliged to treat as confidential, any Licensed-back Intellectual
Property that does not comprise general principles of science or physics or common engineering knowledge or otherwise publicly
available information; and



 


		(ii)	use the Licensed-back Intellectual Property solely for the purposes of, and in connection with,
any products other than the CFB Products and any businesses other than any business relating to the CFB Products.



 


		8.4.5	The Seller acknowledges and agrees that use by the Seller or any of its sub-licensees or assigns
of the Licensed-back Intellectual Property in connection with the CFB Products or any business relating to the CFB Products, or
any violation by the Seller of Clause 8.4.4, will cause irreparable damage to the Purchaser, and that the Purchaser will not have
an adequate remedy at law, and consequently, the Purchaser is entitled to seek the remedies of preliminary and permanent injunctive
relief and specific performance to prevent any threatened or actual usage of any of




    	34



    	



    

the
Licensed-back Intellectual Property in connection with the CFB Products or any business relating to the CFB Products, or any other
threatened or actual violation of Clause 8.4.4, in any court and/or arbitral tribunal of competent jurisdiction, as the case may
be.


 


		8.4.6	If the Purchaser reasonably believes that a third party is making, or is about to make, unauthorised
use of the Licensed-back Intellectual Property in respect of CFB Products, the Purchaser may request that the Seller confirm to
the Purchaser whether that third party is a sub-licensee or assignee of the Seller, and the Seller shall cooperate in confirming
whether such third party is a sub-licensee or assignee of the Seller and in providing information as regards the scope of any licence
it has granted to such third party or, where the Seller is able to disclose a copy of the relevant sub-licence agreement without
breaching any duty of confidentiality owed to the relevant sub-licensee, by providing the Purchaser with a copy of the relevant
sub-licence agreement.



 


		8.4.7	The Purchaser shall procure the grant by each relevant member of the Purchaser’s Group to
the Seller, with effect from the Closing Date until, subject to Clause 8.4.8, the date falling five (5) years immediately following
the Closing Date, a non-exclusive, non-assignable, sub-licensable (only in accordance with Clause 8.4.10), royalty-free licence
to use the Owned Business IPR in respect of the Aftermarket Services Business for installations located in Canada, United States
and Mexico only.



 


		8.4.8	The licence granted under and pursuant to Clause 8.4.7 (the “Aftermarket Services Licence”)
shall terminate:



 


		(i)	automatically:



 


		(a)	on the date falling five (5) years immediately following the Closing Date; and



 


		(b)	in the event of a change of Control of the Seller resulting in the Seller no longer being an Affiliate
of the Guarantor; and



 


		(ii)	immediately:



 


		(a)	if the Seller or any member of the Retained Group commits a material breach of any of Clauses 8.4.7
to 8.4.16 of this Agreement and, within sixty (60) days of receipt of written notice from the Purchaser to the Seller of such material
breach specifying such breach, the Seller or the relevant member of the Retained Group fails to remedy such breach; and



 


		(b)	on at least three (3) months’ prior written notice from the Seller to the Purchaser.



 


		8.4.9	Promptly following termination of the Aftermarket Services Licence, the Seller shall take all appropriate
steps to ensure that all copies, whether in written, electronic or other form or media, of the CFB Exclusive Non-Registered IP,
including all notes, analyses, compilations, reports, forecasts, studies, samples, data, statistics, summaries, interpretations
and other materials that are a tangible embodiment of the CFB Exclusive Non-Registered IP, that were in the Seller’s or any
member of the Retained Group’s possession prior to termination of the Aftermarket Services




    	35



    	



    

Licence
are, at the Purchaser’s instruction, destroyed or delivered to the Purchaser (or to any person nominated by the Purchaser),
and the Seller shall provide the Purchaser with:


 


		(i)	a certificate, signed by the Seller, confirming that all copies (in whatever medium) of all materials
that are a tangible embodiment of the CFB Exclusive Non-Registered IP that were in the possession of a member of the Retained Group
have been destroyed or delivered to the Purchaser; and



 


		(ii)	a binding undertaking given to the Purchaser from, and signed by, each Aftermarket Affiliate and
any of the Seller’s other Affiliates sub-licensed after Closing pursuant to Clause 8.4.10 (together the “ASB Sub-Licensees”
and each a “ASB Sub-Licensee”), in each case, who has not separately given a direct undertaking to the Purchaser
pursuant to Clause 8.4.13: (a) representing and warranting that all copies (in whatever medium) of all materials that are a tangible
embodiment of the CFB Exclusive Non-Registered IP that were in its possession have been destroyed or delivered in accordance with
the Purchaser’s instructions given to the Seller; (b) acknowledging that its licence to use any CFB Exclusive Non-Registered
IP has terminated; (c) undertaking that it shall not use any CFB Exclusive Non-Registered IP; and (d) incorporating a dispute resolution
provision equivalent to Clause 18.16.



 


For the avoidance of
doubt, this Clause 8.4.9 shall oblige the Seller to destroy all copies of each Engineering Manual in its or any member of the Retained
Group’s possession, but shall not require the destruction of those parts of any Engineering Manual covered by Clauses 5.7.8(i)
and (ii).


 


		8.4.10	The Seller may sub-license any or all of its rights under the Aftermarket Services Licence to any
Affiliate of the Seller (for the avoidance of doubt, except for the China Manufacturing Joint Venture) while it remains an Affiliate
of the Seller, but any such sub-licence shall automatically terminate: (i) if and when the sub-licensee ceases to be an Affiliate
of the Seller; and (ii) on termination of the Aftermarket Services Licence. The Seller shall notify the Purchaser in writing of
all Affiliates (excluding the Aftermarket Affiliates) sub-licensed pursuant to this Clause 8.4.10 after the Closing Date. Where
the term Affiliate is used in this Clause 8.4.10 and in Clauses 5.7.9, 8.4.9, 8.4.13 and 8.4.15, the terms “Control”,
“is Controlled by” or “is under common Control” used in the definition of Affiliate shall mean through
the ownership (directly or indirectly) of 100 per cent. of the voting securities of a person.



 


		8.4.11	The Seller shall, and shall procure that each ASB Sub-Licensee shall:



 


		(i)	treat as strictly confidential, and be obliged to treat as confidential, any CFB Exclusive Non-Registered
IP that does not comprise general principles of science or physics or common engineering knowledge or otherwise publicly available
information; and



 


		(ii)	use the CFB Exclusive Non-Registered IP solely for the purposes of, and in connection with, the
Aftermarket Services Business for installations located in Canada, United States and Mexico only.




    	36



    	



    

		8.4.12	The Seller acknowledges and agrees that use by the Seller or any ASB Sub-Licensee of the CFB Exclusive
Non-Registered IP in connection with any business other than the Aftermarket Services Business for installations located in Canada,
United States and Mexico only, or any violation by the Seller of Clause 8.4.10, 8.4.11 or 8.4.13, will cause irreparable damage
to the Purchaser, and that the Purchaser will not have an adequate remedy at law, and consequently, the Purchaser is entitled to
seek the remedies of preliminary and permanent injunctive relief and specific performance to prevent any threatened or actual usage
of any of the CFB Exclusive Non-Registered IP in connection with any business other than the Aftermarket Services Business for
installations located in Canada, United States and Mexico only, or any other threatened or actual violation of Clause 8.4.10, 8.4.11
or 8.4.13, in any court and/or arbitral tribunal of competent jurisdiction, as the case may be.



 


		8.4.13	The Seller shall not, and shall procure that no ASB Sub-Licensee shall, without the prior written
consent of the Purchaser, give any third party possession of any materials that are a tangible embodiment of the CFB Exclusive
Non-Registered IP, but the Seller may give any of its sub-licensee Affiliates performing Aftermarket Service Business in Canada,
United States or Mexico possession of such materials that are a tangible embodiment of the CFB Exclusive Non-Registered IP that
are required for those Affiliates to perform Aftermarket Service Business in Canada, United States or Mexico and solely for the
purposes of, and in connection with, performing such services, provided that prior to any such sub-licensee Affiliate ceasing to
be an Affiliate of the Seller, such sub-licensee Affiliate shall, at the Purchaser’s instruction, destroy, or deliver to
the Purchaser (or to any person nominated by the Purchaser), all copies (in whatever medium) of all materials that are a tangible
embodiment of the CFB Exclusive Non-Registered IP in its possession, and the Seller shall procure that any such sub-licensee Affiliate
shall give a binding undertaking to the Purchaser: (a) representing and warranting that all copies (in whatever medium) of all
materials that are a tangible embodiment of the CFB Exclusive Non-Registered IP that were in its possession have been destroyed
or delivered in accordance with the Purchaser’s instructions given to the Seller; (b) acknowledging that its licence to use
any CFB Exclusive Non-Registered IP has terminated; (c) undertaking that it shall not use any CFB Exclusive Non-Registered IP;
and (d) incorporating a dispute resolution provision equivalent to Clause 18.16. For the avoidance of doubt, this Clause 8.4.13
shall oblige the Seller to procure that each such sub-licensee Affiliate shall destroy all copies of each Engineering Manual in
its possession, but shall not require the destruction of those parts of any Engineering Manual covered by Clauses 5.7.8(i) and
(ii).



 


		8.4.14	The Seller shall execute a binding agreement with each ASB Sub-Licensee that gives the Purchaser
the right to enforce equivalent terms to those provided under Clauses 8.4.11, 8.4.12 and 8.4.13 directly against the relevant ASB
Sub-Licensee (each a “Direct Recourse Agreement”), and each such Direct Recourse Agreement shall: (i) incorporate
a dispute resolution provision equivalent to Clause 18.16; and (ii) remain in full force and effect until such time as the ASB
Sub-Licensee that is the party to the Direct Recourse Agreement has given the Purchaser an undertaking pursuant to either Clause
8.4.9(ii) or Clause 8.4.13, and on execution of such undertaking by the relevant ASB Sub-Licensee, its Direct Recourse Agreement
shall automatically terminate.




    	37



    	



    

		8.4.15	The Seller agrees that during the term of Aftermarket Services Licence it shall:



 


		(i)	not sell the Aftermarket Services Business;



 


		(ii)	give the Purchaser at least two (2) weeks’ prior written notice before it (or any of its
relevant Affiliates) bids for any new Aftermarket Services Business which is likely to result in a contract with a customer for
aggregate payments to the Seller or its relevant Affiliate performing the Aftermarket Services Business equal to or in excess of
US$1 million (excluding any payments relating to construction), which notice shall include details of: (a) the customer and location
of the project that is the subject-matter of the bid; (b) details of the proposed scope of work to be performed by the Seller or
its relevant Affiliate performing the Aftermarket Services Business; and (c) details of any significant modification work anticipated
to be performed, and, where the Purchaser undertakes to the Seller that it will not submit a bid for the same project that is the
subject-matter of the bid, the Seller shall additionally share with the Purchaser the details of how it proposes to achieve the
scope of work for the project that is the subject-matter of the bid and provide a copy of the relevant proposal (including any
technical specification) to be submitted in connection with the bid (but excluding details of any commercial information covering
proposed contract terms and conditions and information relating to pricing) and, to the extent that the Purchaser has any questions
or concerns relating to such information disclosed, the parties shall engage in good faith discussions in respect of the same;



 


		(iii)	report to the Purchaser in writing every six (6) months, the name and location of each customer
for which Aftermarket Services Business has been performed during the preceding six (6) month period to which the relevant report
relates (a “Live ASB Project”);



 


		(iv)	at the conclusion of each Live ASB Project, deliver to the Purchaser:



 


		(a)	(in a form and format to be mutually agreed between the parties) any and all performance or test
data for CFB Products created during the course of that Live ASB Project; and



 


		(b)	at the Purchaser’s request, any and all “as built documents” in respect of such
Live ASB Project, which documents the Seller shall procure may be used by the Purchaser without restriction.



 


		8.4.16	The Seller shall, and shall procure that each ASB Sub-Licensee shall, use its best endeavours to
ensure that any tangible embodiments of the CFB Exclusive Non-Registered IP in its possession are kept physically separate from
any tangible embodiments of the Licensed-back Intellectual Property in its possession.



 


		8.4.17	The Seller shall be responsible to the Purchaser for the acts and omissions of its permitted assigns
and sub-licensees as if they were those of the Seller itself.



 


		8.4.18	The rights granted under and pursuant to Clauses 8.4.2 and 8.4.7 are rights to use intangible property
only, and the Seller acknowledges that nothing in this Clause 8.4 shall oblige any member of the Purchaser’s Group to deliver,
or otherwise provide, any physical materials, including any software (in computer readable form and/or human readable form), to
any person.




    	38



    	



    

		8.5	Seller Post Closing Obligations



 


		8.5.1	For the period of 24 months following Closing, the Purchaser shall be entitled to notify the Seller
if the Purchaser finds that the Group, together with the benefits of, and the rights under, the Transitional Services Agreement
and the Transitional Trade Mark Licence, does not contain all of the assets, personnel, contracts and technology of the CFB Business,
including Owned Business IPR (other than those of the Excluded CFB Business) (“Missing CFB Items”). On receipt
of such notice, each of the Guarantor and the Seller shall transfer, or shall procure the transfer of, such Missing CFB Items to
the relevant Group Company or, for Missing CFB Items that are not Owned Business IPR, otherwise take appropriate steps to ensure
the relevant Group Company may use or enjoy the benefits of the Missing CFB Items as if the Seller was not in breach of the warranty
it has provided in Schedule 4 to this effect.



 


		8.5.2	For a period of 24 months following Closing, the Seller shall remit or forward to the Purchaser
promptly after receipt thereof any cash or an invoice wrongly received by a member of the Seller’s Group from customers or
other persons (including other member of the Seller’s Group) in respect of business undertaken by the Purchaser’s Group
(including the Group Companies) after Closing in relation to the CFB Business or in respect of payables or receivables owing from
or to the Purchaser’s Group (including the Group Companies).



 


		8.5.3	For a period of 24 months following Closing, the Purchaser may request the Seller to remit to the
Purchaser promptly after payment thereof any cash wrongly paid by a member of the Purchaser’s Group to customers or other
persons in respect of payables owed by the Seller’s Group.



 


		8.5.4	AFW/Seller shall continue to use its commercially reasonable endeavours to obtain any Third Party
Consents that will not have been obtained prior to Closing.



 


		8.5.5	Following Closing, AFW/Seller shall not, and shall procure that no member of the Retained Group
shall, assign or license to any third party any Intellectual Property Rights in existence and owned by a member of the Retained
Group on the Closing Date such as to enable any such third party assignee or licensee to prevent the Purchaser’s Group from
exploiting the CFB Products in the manner in which they are exploited at Closing or in the twelve (12) months immediately prior
to Closing.



 


		8.5.6	The Seller shall continue to take reasonable steps to:



 


		(i)	instruct an independent environmental consultant jointly with the Purchaser (on terms to be agreed
between the parties) to produce the Asbestos Survey; and



 


		(ii)	instruct a third party environmental consultant or contractor to perform any relevant Remedial
Action,



 


in each case in accordance
with paragraph 10 of Part 1 of Schedule 6 to the extent that any relevant Asbestos Survey or necessary Remedial Action has not
been completed prior to the Closing.


 


		8.6	Purchaser Post Closing Obligations



 


		8.6.1	For a period of 24 months following Closing, if the Seller or Purchaser finds that any property,
right or asset not forming part of the CFB Business (“Missing Non-




    	39



    	



    

CFB Items”)
has been transferred to the Purchaser in error, the Purchaser shall, on receipt of such notice, transfer such Missing Non-CFB
Items to the Seller or a member of the Seller’s Group nominated by the Seller in the manner reasonably acceptable to the
Purchaser.


 


		8.6.2	For a period of 24 months following Closing, the Purchaser shall remit or forward to the Seller
promptly after receipt thereof any cash or an invoice wrongly received by a member of the Purchaser’s Group from customers
or other persons (including other members of the Purchaser’s Group Company) in respect of business undertaken by the Seller’s
Group in relation to any business that is not the CFB Business in respect of payables or receivables owing from or to the Seller’s
Group.



 


		8.6.3	For a period of 24 months following Closing, the Seller may request the Purchaser to remit to the
Seller promptly after payment thereof any cash wrongly paid by a member of the Seller’s Group to customers or other persons
(including other members of the Purchaser’s Group) in respect of payables owed by the Purchaser’s Group (including
the Group Companies).



 


		8.7	China Manufacturing Joint Venture



 


		8.7.1	For so long as any member of the Seller’s Group retains a majority shareholding in, and the
right to appoint a majority of the board of directors of, the China Manufacturing Joint Venture:



 


		(i)	the Seller shall exercise its powers as shareholder to ensure that, prior to the Closing Date,
the China Manufacturing Joint Venture shall comply with the terms of any existing contracts between the China Manufacturing Joint
Venture and a Group Company;



 


		(ii)	the Seller shall use its reasonable endeavours to ensure that, on and from the Closing Date, the
China Manufacturing Joint Venture shall comply with the terms of any existing contract(s) between the China Manufacturing Joint
Venture and a Group Company; and



 


		(iii)	the Seller shall use its reasonable endeavours to procure that any contractual proposals which
have been provided or will have been provided after Closing by the China Manufacturing Joint Venture to a Group Company and which
remain valid as at the Closing Date will remain valid following the Closing Date until the expiry of the validity period specified
in the relevant contractual proposal.



 


		8.7.2	In the event that any member of the Seller’s Group sells its majority shareholding in the
China Manufacturing Joint Venture to another party, the Seller shall, to the extent it is permitted to do so, notify the Purchaser
of such sale, as soon as reasonably practicable, after such sale has been agreed and shall, request that the purchaser of such
majority shareholding in the China Manufacturing Joint Venture meet with the Purchaser.




    	40



    	



    

		9	Post-Closing Adjustments



 


		9.1	Closing Statement



 


The Purchaser shall procure
that, as soon as practicable following Closing, there shall be drawn up a draft of the Final Closing Statement (the “Draft
Closing Statement”) in accordance with Parts 1 and 2 of Schedule 3.


 


		9.2	Determination of Final Closing Statement



 


		9.2.1	The Draft Closing Statement as agreed or determined pursuant to Clause 9.1:



 


		(i)	shall constitute the Final Closing Statement for the purposes of this Agreement; and



 


		(ii)	shall be final and binding on the parties.



 


		9.2.2	The Final Closing Statement shall set out the Closing Working Capital Adjustment, the Closing Cash,
the Closing Indebtedness and the Purchase Price.



 


		9.3	Adjustment to Purchase Price



 


		9.3.1	Cash Balances



 


If the Closing Cash:


 


		(i)	is less than the Estimated Cash, the Seller shall repay to the Purchaser an amount equal to the
deficiency in the manner set out in Clause 9.4; or



 


		(ii)	is greater than the Estimated Cash, the Purchaser shall pay to the Seller an additional amount
equal to the excess in the manner set out in Clause 9.4.



 


		9.3.2	Indebtedness



 


If the Closing Indebtedness:


 


		(i)	is greater than the Estimated Indebtedness, the Seller shall repay to the Purchaser an amount equal
to the excess in the manner set out in Clause 9.4; or



 


		(ii)	is less than the Estimated Indebtedness, the Purchaser shall pay to the Seller an additional amount
equal to the deficiency in the manner set out in Clause 9.4.



 


		9.3.3	Working Capital Adjustment



 


If the Closing Working
Capital Adjustment:


 


		(i)	is less than the Estimated Working Capital Adjustment, the Seller shall repay to the Purchaser
an amount equal to the deficiency in the manner set out in Clause 9.4; or



 


		(ii)	exceeds the Estimated Working Capital Adjustment, the Purchaser shall pay to the Seller an additional
amount equal to the excess in the manner set out in Clause 9.4.
	 	 	 



		9.4	Payment of Adjustments to Purchase Price



 


		9.4.1	If, pursuant to Clause 9.3, the aggregate of the amount of the payments due from the Seller to
the Purchaser is greater than the aggregate of the amount of the




    	41



    	



    

payments
due from the Purchaser to the Seller by an amount of at least US$200,000, the Seller shall pay to the Purchaser an additional amount
equal to such difference.


 


		9.4.2	If, pursuant to Clause 9.3, the aggregate of the amount of the payments due from the Seller to
the Purchaser is less than the aggregate of the amount of the payments due from the Purchaser to the Seller by an amount of at
least US$200,000, the Purchaser shall pay to the Seller an additional amount equal to such difference.



 


		9.4.3	For the avoidance of doubt, no adjustments to the Purchase Price are required pursuant to Clauses
9.4.1 and 9.4.2 to the extent that the aggregate of the amount of the payments due from the Seller to the Purchaser or from the
Purchaser to the Seller is less than US$200,000.



 


		9.5	Interest



 


Any payment to be made in
accordance with Clause 9.3 shall include interest thereon calculated from the Closing Date to the earlier of the date of payment
or the Final Payment Date at a rate per annum of 1.5 per cent. Such interest shall accrue from day to day.


 


		9.6	Payment



 


		9.6.1	Any payment pursuant to Clause 9.3, and any interest payable pursuant to Clause 9.5, shall be made
on or before the Final Payment Date.



 


		9.6.2	Where any payment is required to be made pursuant to Clause 9.3 or pursuant to Clause 9.5 (in relation
to a payment pursuant to Clause 9.3) the payment made on account of the Purchase Price shall be reduced or increased accordingly.



 


		10	Warranties



 


		10.1	AFW/Seller’s Warranties



 


		10.1.1	Subject to Clause 10.2, the Guarantor warrants to the Purchaser that statements set out in Schedule
4-A are true and accurate as of the date of this Agreement and the Seller warrants to the Purchaser that the statements set out
in Schedule 4 are true and accurate as of the date of this Agreement.



 


		10.1.2	The only Seller’s Warranties given:



 


		(i)	in respect of the Properties are those contained in paragraph 6.1 of Schedule 4 and each of the
other Seller’s Warranties shall be deemed not to be given in respect of the Properties;



 


		(ii)	in respect of Intellectual Property Rights are those contained in paragraphs 4.1.1, 4.1.2, 7 and
9.5 of Schedule 4 and each of the other Seller’s Warranties shall be deemed not to be given in respect of Intellectual Property
Rights;



 


		(iii)	in respect of employment or pension matters are those contained in paragraph 10 of Schedule 4 and
each of the other Seller’s Warranties shall be deemed not to be given in respect of such matters;




    	42



    	



    

		(iv)	in respect of Environmental Matters are those contained in paragraph 12 of Schedule 4 and each
of the other Seller’s Warranties shall be deemed not to be given in respect of Environmental Matters; and



 


		(v)	in respect of Tax matters are those contained in paragraphs 15 and 16 of Schedule 4 and each of
the other Seller’s Warranties shall be deemed not to be given in respect of such matters.



 


		10.1.3	The Seller does not give or make any warranty or representation as to the accuracy of the forecasts,
estimates, projections, statements of intent or statements of opinion provided to the Purchaser or any of its directors, officers,
employees, agents or advisers on or prior to the date of this Agreement, including in the documents provided in the Data Room.



 


		10.1.4	Any Seller’s Warranty qualified by the expression “so far as the Seller is aware”
or any similar expression shall, unless otherwise stated, be deemed to refer to the actual knowledge of the persons whose names
are set out in Schedule 8 and shall not be qualified in the manner as so stated unless the Seller establishes that such person
has made due and careful enquiries so as to verify the truth and accuracy of that Seller's Warranty.



 


		10.2	Seller’s Disclosures



 


		10.2.1	The Seller’s Warranties are subject to the following matters:



 


		(i)	any matter which is fairly and accurately disclosed or contained with sufficient details to enable
the Purchaser to identify the nature, scope and risks of the matters disclosed in any Transaction Document, in the Disclosure Letter
or in the documents listed in Schedule 1 of the Disclosure Letter which comprise all of the documents provided in the Data Room;
and



 


		(ii)	all matters which would be revealed by making a search on the date which falls five Business Days
before the date of this Agreement on the public file at the companies register or its equivalent for each of the Group Companies.



 


		10.2.2	References in the Disclosure Letter to paragraph numbers shall be to the paragraphs in Schedule
4 to which the disclosure is most likely to relate. Such references are given for convenience only and shall not limit the effect
of any of the disclosures, each of which is made against each other Seller’s Warranty to the extent fairly and accurately
disclosed in the context of that other Seller’s Warranty.



 


		10.3	Repeat of the Guarantor’s and Seller’s Warranties as at Closing



 


The Guarantor warrants to
the Purchaser that the statements set out in Schedule 4-A are true and accurate as of the date of this Agreement and the Guarantor
further warrants to the Purchaser that those will be true and accurate at Closing as if they had been repeated at Closing (except
those warranties that address matters only as of a specified date). Subject to Clauses 5.10 and 10.2, the Seller further warrants
to the Purchaser that all of the Seller’s Warranties will be true and accurate at Closing as if they had been repeated at
Closing (except those warranties that address matters only as of a specified date).



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		10.4	The Purchaser’s Warranties



 


The Purchaser warrants to
the Seller that the statements set out in Schedule 5 are true and accurate as of the date of this Agreement and the Purchaser further
warrants to the Seller that those will be true and accurate at Closing as if they had been repeated at Closing (except those warranties
that address matters only as of a specified date).


 


		10.5	The Seller undertakes to the Purchaser and to the Group Companies and their respective directors,
officers, employees and agents to unconditionally waive any rights, remedies or claims which it may have against any Group Company
or such respective directors, officers, employees and agents in respect of any misrepresentation, inaccuracy or omission in or
from any information or advice supplied or given by the Group Companies or their respective directors, officers, employees or agents
in connection with assisting the Seller in the giving of any Seller’s Warranty or the preparation of the Disclosure Letter.
It is intended that any Group Company and any member of the Purchaser’s Group (and any of their respective directors, officers,
employees or agents) shall be entitled to the benefit of the undertakings, releases and waivers provided for in this Clause for
the purpose of, inter alia, the Contracts (Rights of Third Parties) Act 1999.



 


		11	Limitation of Liability



 


The provisions of Schedule
7 shall apply in accordance with and pursuant to the provisions set out therein.


 


		12	Claims



 


		12.1	Notification of Potential Claims



 


Without prejudice to the
obligations of the Purchaser under Clause 12.2, if the Purchaser or any Group Company becomes aware of any fact, matter or circumstance
that may give rise to a Claim (ignoring for these purposes the application of paragraph 1 of Schedule 7 or paragraph 2 of Schedule
7) (other than a Tax Claim), the Purchaser shall as soon as reasonably practicable, and in any event within 10 Business Days, give
a notice in writing to the Seller setting out such information as is available to the Purchaser or Group Company in reasonable
detail. Failure to give notice within such period shall not affect the rights of the Purchaser except to the extent that the Seller
is prejudiced by the failure.


 


		12.2	Notification of Claims 



 


Notice of any Claim (other
than a Tax Claim) shall be given by the Purchaser to the Seller within the time limits specified in paragraph 1 of Schedule 7 and
shall specify in reasonable detail the legal and factual basis of the Claim and the evidence on which the party relies (including
where the Claim is the result of or in connection with a Third Party Claim, evidence of the Third Party Claim) and setting out
the Purchaser’s estimate of the amount of Losses which are, or are to be, the subject of the Claim (including any Losses
which are contingent on the occurrence of any future event).


 


		12.3	Commencement of Proceedings



 


Any Claim notified pursuant
to Clause 12.2 shall (if it has not been previously satisfied, settled or withdrawn) be deemed to be irrevocably withdrawn 12 months
after the notice is given pursuant to Clause 12.2, unless at the relevant time legal proceedings in respect of the relevant Claim
have been commenced by being both issued and served, provided that:



    	44



    	



    

		12.3.1	in the case of a contingent liability, the 12 month period shall commence on the earlier of the
date falling 18 months after the relevant time limit set out in paragraph 1 of Schedule 7 and the date the relevant contingent
liability becomes an actual liability and is due and payable;



 


		12.3.2	in the case of an actual liability that is notified pursuant to Clause 12.2 but is dependent on
a contingent liability becoming an actual liability in order for the threshold in paragraph 3 of Schedule 7 to be exceeded, the
12 month period shall commence on the earlier of the date falling 18 months after the relevant time limit set out in paragraph
1 of Schedule 7 and the date the relevant contingent liability becomes an actual liability and is due and payable; and



 


		12.3.3	where paragraph 12.2 of Schedule 7 applies, the 12 month period shall commence on the date the
Purchaser has notified the Seller that all reasonable steps have been taken to enforce recovery against the relevant third parties,
such notification having been made promptly upon the Purchaser having taken all reasonable steps.



 


		12.4	Investigation by the Seller



 


In connection with any matter
or circumstance that may give rise to a Claim (other than a Tax Claim):


 


		12.4.1	subject to Clause 12.4.2, the Purchaser shall disclose to the Seller or its financial, accounting
or legal advisers all books, records and information as it is reasonable to provide and which the Seller may reasonably request
from time to time, and (subject to being paid all reasonable costs and expenses) give the Seller reasonable access to premises,
assets and personnel, so as to enable the Seller to investigate the matter or circumstance alleged to give rise to the Claim and
whether and to what extent any amount is payable in respect of such Claim subject to the Seller agreeing in such form as the Purchaser
may reasonably require to keep all such information confidential and to use it only for the purpose of investigating and defending
the Claim in question; and



 


		12.4.2	in respect of the indemnity set out in Clause 7, in the event of any inconsistency between the
provisions of Schedule 6 and the terms of this Clause 12.4, the provisions of Schedule 6 shall prevail to the extent of such inconsistency.



 


		12.5	Conduct of Third Party Claims 



 


If the matter or circumstance
that may give rise to a Claim (other than a Tax Claim) is a result of or in connection with a claim by a third party (a “Third
Party Claim”), then:


 


		12.5.1	subject to Clause 12.5.2:



 


		(i)	the Purchaser shall keep the Seller informed of any material steps and development in the conduct
of the Third Party Claim;



 


		(ii)	no admissions in relation to the Third Party Claim shall be made by or on behalf of the Purchaser
or any other member of the Purchaser’s Group (including, after Closing, the Group) and the Third Party Claim shall not be
compromised, disposed of or settled without the prior written consent of the Seller, such consent not to be unreasonably withheld,
conditioned or delayed;




    	45



    	



    

		(iii)	subject to the Seller reimbursing the Purchaser or other member of the Purchaser’s Group
concerned all legal and professional costs and expenses that may be incurred thereby, the Purchaser shall, or the Purchaser shall
procure that any other members of the Purchaser’s Group (including, after Closing, the Group) shall, take such action as
the Seller may reasonably request to avoid, dispute, deny, defend, resist, appeal, compromise or contest the Third Party Claim;



 


		(iv)	to the extent permitted by Applicable Law and in relation to any Claim other than under the indemnities
set out in Clause 7 subject to prior written consent from the Purchaser, such consent not to be unreasonably withheld, conditioned
or delayed:



 


		(a)	the Seller may, at its own expense and in its discretion, take such action as it shall deem necessary
to avoid, dispute, deny, defend, resist, appeal, compromise or contest the Third Party Claim (including making counterclaims or
other claims against third parties) in the name of and on behalf of the Purchaser or other member of the Purchaser’s Group
concerned and to have the conduct and assume control over any related proceedings, negotiations or appeals, provided that the Seller
shall keep the Purchaser informed of any material steps and development in the conduct of such Third Party Claims; and



 


		(b)	if any admission, compromise, disposal or settlement proposed by the Seller would have a material
adverse effect on the business of the Group then the restrictions on admissions or compromise, disposal or settlement in relation
to the Third Party Claim set out in Clause 12.5.1(ii) shall apply by replacing the Purchaser with the Seller where relevant;



 


		(v)	if the Seller has taken conduct of the Third Party Claim pursuant to Clause 12.5.1(iv), the Purchaser
shall, and the Purchaser shall procure that any other member of the Purchaser’s Group shall give, subject to their being
paid all costs and expenses, all such information and assistance which it is reasonable to give, including access to premises and
personnel, and the right to examine and copy or photograph any assets, accounts, documents and records, as the Seller may reasonably
request, including instructing such professional or legal advisers as the Seller may nominate to act on behalf of the Purchaser
or other member of the Purchaser’s Group concerned but in accordance with the Seller’s instructions; and



 


		12.5.2	in respect of the indemnities set out in Clause 7, in the event of any inconsistency between the
provisions of Schedule 6 and the terms of Clause 12.5.1, the provisions of Schedule 6 shall prevail to the extent of such inconsistency.




    	46



    	



    

		13	Restrictions on the Seller



 


		13.1	Restrictions



 


The Seller undertakes to
the Purchaser that:


 


		13.1.1	no company which forms part of the Retained Group will, in any Relevant Capacity during the Restricted
Period, directly or indirectly, carry on, be engaged in or be economically interested in any Restricted Business; and



 


		13.1.2	no company which forms part of the Retained Group will, during the Restricted Period, induce or
seek to induce any Employee to become employed whether as employee, consultant or otherwise by any company which forms part of
the Retained Group, whether or not such Employee would thereby commit a breach of his or her contract of service. The placing of
an advertisement of a post available to a member of the public generally and the recruitment of a person through an employment
agency shall not constitute a breach of this Clause 13.1.2, provided that the Retained Group advises such agency not to approach
any Employee.



 


		13.2	Exceptions



 


The restrictions in Clause
13.1 shall not operate to prohibit any member (or director or officer of any member) of the Retained Group from:


 


		13.2.1	carrying on or being engaged in any business other than the Restricted Business;



 


		13.2.2	in the ordinary course of the business operations of the Retained Group as an EPC Contractor or
an owner of a plant project, purchasing and/or reselling any CFB Product and, in such circumstances, the relevant member of the
Retained Group will, to the extent permitted by the relevant client of the Retained Group, obtain a quotation for the purchase
of such CFB Product from the Purchaser;



 


		13.2.3	holding or being interested in up to 5 per cent. of the outstanding issued share capital of a company
listed on any stock exchange;



 


		13.2.4	holding or being interested in up to 5 per cent. of the outstanding issued share capital of a company
not listed on any stock exchange, provided that no member of the Retained Group exercises a management function or exercises material
influence over the company;



 


		13.2.5	fulfilling any obligation pursuant to this Agreement and any agreement to be entered into pursuant
to this Agreement;



 


		13.2.6	acquiring the whole or part of any business or the shares in any company, provided that the principal
purpose of the acquisition is not to acquire a business or company which engages in the Restricted Business and that the turnover
attributed to that part of the business or company which would otherwise cause a breach of Clause 13.1 is less than 10 per cent.
of the total turnover of the business or company for the last financial year; provided, however, that such member of the Retained
Group shall withdraw from or divest to a third party such business as soon as practically possible from such acquisition (and in
any event within 3 years from the acquisition and, if such member of the Retained Group intends to divest to a third party such
business, the Seller shall procure that such member of the Retained Group shall inform the Purchaser of such possible divestment
in advance;




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		13.2.7	conducting the Aftermarket Services Business for CFB Products located in United States, Canada,
Mexico;



 


		13.2.8	conducting the China Manufacturing Joint Venture, including the manufacture of CFB Products to
be provided to any Group Company and/or third parties;



 


		13.2.9	the sale by any member of the Retained Group of any interest in the China Manufacturing Joint Venture
to a third party, including to any third party who is engaged in a Restricted Business;



 


		13.2.10	performing any contract excluded pursuant to Part 1 of Schedule 10 or any Non-Transferring Contract;
and



 


		13.2.11	performing or conducting any aspect of the Excluded CFB Business.



 


		13.3	Reasonableness of Restrictions



 


The Seller agrees that the
restrictions contained in this Clause are no greater than is reasonable and necessary for the protection of the interest of the
Purchaser and the Group Companies but if any such restriction shall be held to be void but would be valid if deleted in
part or reduced in application, such restriction shall apply with such deletion or modification as may be necessary to make it
valid and enforceable.


 


		13.4	Interpretation



 


The following terms shall
have the following meanings, respectively, in this Clause:


 


		13.4.1	“Relevant Capacity” means for its own account or for that of any other person,
firm or company (other than the Purchaser or its Affiliates);



 


		13.4.2	“Restricted Business” means any business relating to research and development,
engineering, procurement, manufacturing, selling, licensing, installation and aftermarket servicing of the CFB Products; and



 


		13.4.3	“Restricted Period” means a period of three years commencing on Closing.



 


		14	Restrictions on the Purchaser



 


		14.1	Restrictions



 


The Purchaser undertakes
to the Seller that:


 


		14.1.1	no company which forms part of the Purchaser’s Group will, in any Purchaser Relevant Capacity
during the Purchaser Restricted Period, directly or indirectly, in the Purchaser Restricted Territory, carry on, be engaged in
or be economically interested in any Purchaser Restricted Business;



 


		14.1.2	no company which forms part of the Purchaser’s Group will use any Intellectual Property Rights
owned by the Purchaser’s Group for the purposes of, directly or indirectly, in the Purchaser Restricted Territory, carrying
on or being engaged in any Purchaser Restricted Business; and



 


		14.1.3	no company which forms part of the Purchaser’s Group will, during the Purchaser Restricted
Period, induce or seek to induce any employee of the Retained Group who is wholly or partly assigned to the Aftermarket Services
Business to become employed whether as employee,
consultant or otherwise by any company which forms part of the Purchaser’s Group or any Group Company, whether or not such







    	48



    	



    

employee
would thereby commit a breach of his or her contract of service. The placing of an advertisement of a post available to a member
of the public generally and the recruitment of a person through an employment agency shall not constitute a breach of this Clause
14.1.3, provided that the Purchaser’s Group advises such agency not to approach any employee of the Retained Group who is
wholly or partly assigned to the Aftermarket Services Business.


 


		14.2	Exceptions



 


The restrictions in Clause
14.1 shall not operate to prohibit any member (or director or officer of any member) of the Purchaser’s Group from:


 


		14.2.1	carrying on or being engaged in any business that is currently carried on or engaged in by the
Purchaser’s Group within the twelve (12) months immediately prior to the date of this Agreement;



 


		14.2.2	research and development activities;



 


		14.2.3	carrying on or being engaged in any business other than the Purchaser Restricted Business;



 


		14.2.4	holding or being interested in up to 5 per cent. of the outstanding issued share capital of a company
listed on any stock exchange;



 


		14.2.5	holding or being interested in up to 5 per cent. of the outstanding issued share capital of a company
not listed on any stock exchange, provided that no member of the Purchaser’s Group exercises a management function or exercises
material influence over the company;



 


		14.2.6	fulfilling any obligation pursuant to this Agreement and any agreement to be entered into pursuant
to this Agreement; and



 


		14.2.7	acquiring the whole or part of any business or the shares in any company, provided that the principal
purpose of the acquisition is not to acquire a business or company which engages in the Purchaser Restricted Business and that
the turnover attributed to that part of the business or company which would otherwise cause a breach of Clause 14.1 is less than
10 per cent. of the total turnover of the business or company for the last financial year; provided, however, that such member
of the Purchaser’s Group shall use reasonable endeavours to withdraw from or divest to a third party such business within
1 year from the acquisition.



 


		14.3	Reasonableness of Restrictions



 


The Purchaser agrees that
the restrictions contained in this Clause are no greater than is reasonable and necessary for the protection of the interest of
the Seller and the Retained Group, including to facilitate the sale by a member of the Seller’s Group of part of the
Retained Group to a third party who would expect such restrictions to apply, but if any such restriction shall be held to be void
but would be valid if deleted in part or reduced in application, such restriction shall apply with such deletion or modification
as may be necessary to make it valid and enforceable.



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		14.4	Interpretation



 


The following terms shall
have the following meanings, respectively, in this Clause:


 


		14.4.1	“Purchaser Relevant Capacity” means for its own account or for that of any other
person, firm or company (other than the Seller or its Affiliates);



 


		14.4.2	“Purchaser Restricted Territory” means the countries and territories in which
the Purchaser Restricted Business is carried on at Closing;



 


		14.4.3	“Purchaser Restricted Business” means any business relating to the GPG Business
other than the CFB Business and the Aftermarket Services Business; and



 


		14.4.4	“Purchaser Restricted Period” means a period of three years commencing on Closing.



 


		15	Confidentiality



 


		15.1	Announcements



 


Other than any announcements
in the Agreed Terms to be released by either party on the date of this Agreement, pending Closing, no announcement, communication
or circular concerning the existence or the subject matter of this Agreement shall be made or issued by or on behalf of any member
of the Seller’s Group or the Purchaser’s Group without the prior written approval of the Seller and the Purchaser (such
consent not to be unreasonably withheld or delayed). This shall not affect any announcement, communication or circular required
by law or any governmental or regulatory body or any consultation with or in respect of Employees and Transfer Employees required
of the Seller or any member of the Seller’s Group by law or pursuant to any agreement with any employee representative body,
or the rules of any stock exchange on which the shares of any party (or its holding company) are listed but the party with an obligation
to make an announcement or communication or issue a circular (or whose holding company has such an obligation) shall consult with
the other parties (or shall procure that its holding company consults with the other parties) insofar as is reasonably practicable
before complying with such an obligation.


 


		15.2	Confidentiality



 


		15.2.1	This Clause shall be without prejudice to the Confidentiality Agreement, which agreement shall
continue notwithstanding this Agreement.



 


		15.2.2	Subject to Clauses 15.1 and 15.2.3, each of the parties shall treat as strictly confidential, and
not disclose or use, any information received or obtained as a result of entering into this Agreement (or any agreement entered
into pursuant to this Agreement) which relates to:



 


		(i)	the existence and provisions of this Agreement and of any agreement entered into pursuant to this
Agreement;



 


		(ii)	the negotiations relating to this Agreement (and any such other agreements);



 


		(iii)	(in the case of the Seller’s Group and the Seller) any information relating to the Group
Companies following Closing and any other information relating to the business, financial or other affairs (including future plans
and targets)




    	50



    	



    



of
the Purchaser’s Group including, after Closing, the Group Companies and the CFB Business; or


 


		(iv)	(in the case of the Purchaser) any information relating to the business, financial or other affairs
(including future plans and targets) of the Seller’s Group, including, prior to Closing, the Group Companies.



 


		15.2.3	Clause 15.2.2 shall not prohibit disclosure or use of any information if and to the extent:



 


		(i)	the disclosure or use is required by law, any governmental or regulatory body or any stock exchange
on which the shares of any party (or its holding company) are listed;



 


		(ii)	the disclosure or use is required to vest the full benefit of this Agreement in any party;



 


		(iii)	the disclosure or use is required for the purpose of any arbitral or judicial proceedings arising
out of this Agreement or any other agreement entered into under or pursuant to this Agreement or in order to enable a determination
to be made by the Reporting Accountants under this Agreement;



 


		(iv)	the disclosure is made to a Tax Authority in connection with the Tax affairs of the disclosing
party or an Affiliate;



 


		(v)	the disclosure is made to professional advisers of any party on a need to know basis and
on terms that such professional advisers undertake to comply with the provisions of Clause 15.2.2 in respect of such information
as if they were a party to this Agreement;



 


		(vi)	the information is or becomes publicly available (other than by breach of the Confidentiality Agreement
or of this Agreement);



 


		(vii)	the other party has given prior written approval to the disclosure or use; or



 


		(viii)	the information is independently developed after Closing,



 


provided that prior to
disclosure or use of any information pursuant to Clause 15.2.3(i), (ii) or (iii), the party concerned shall, where not prohibited
by law, promptly notify the other parties of such requirement with a view to providing the other parties with the opportunity to
contest such disclosure or use or otherwise to agree the timing and content of such disclosure or use.


 


		16	Insurance



 


		16.1	No cover under Seller’s Group Insurance Policies from Closing



 


Subject to Clause 16.2,
the Purchaser acknowledges and agrees that, from the Closing Date:


 


		16.1.1	no Group Company shall have or be entitled to the benefit of any Seller’s Group Insurance
Policy in respect of any event, act or omission that (i) takes place after the Closing Date, or (ii) takes place prior to the Closing
Date where no notification has been made prior to the Closing Date, without prejudice to the Seller’s obligation in Clause
5.5.2, and it shall be the sole responsibility of the Purchaser to




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ensure
that adequate insurances are put in place for the Group with effect from the Closing Date; and


 


		16.1.2	neither the Seller nor any member of the Seller’s Group shall be required to maintain any
Seller’s Group Insurance Policy for the benefit of any Group Company.



 


		16.2	Existing claims under the Seller’s Group Insurance Policies



 


The Seller shall, at the
written direction of the Purchaser, save to the extent that:


 


		16.2.1	the Group has already recovered in respect of the Losses in respect of which the claim is made;



 


		16.2.2	the Losses in respect of which the claim is made have been taken into account in the Final Closing
Statement provided that such Losses have been included as Indebtedness; or



 


		16.2.3	payments have been made by the insurers directly to the relevant third party in respect of the
Losses in respect of which the claim is made,



 


use commercially reasonable
endeavours after Closing to recover all monies due from insurers in respect of any claim which has been notified to the insurers
before Closing by or on behalf of any Group Company under any Seller’s Group Insurance Policy and shall pay any monies received
in respect of such claim (after taking into account the applicable proportion (by reference to other claims made in the time period
to which it applies) of any deductible or excess and less any Taxation suffered on the proceeds and any reasonable out-of-pocket
costs or expenses suffered or incurred by the Seller or any member of the Seller’s Group in connection with such claim) to
the Purchaser or, at the Purchaser’s written direction, to the relevant Group Company as soon as practicable after receipt
by the Seller.


 


		16.3	Relationship with the Seller’s obligation under the warranty and indemnity clauses



 


Nothing in this Clause 16
shall qualify, affect or restrict in any way the Seller’s obligation under the Seller’s Warranties or Schedule 6 and
the Purchaser shall be entitled to make a claim for any Losses; provided, however, that the Seller shall not be liable for such
claim to the extent that the Losses in respect of such claim is made are actually recovered by the Seller’s Group Insurance
Policy in accordance with this Clause 16.


 


		17	Guarantee



 


		17.1	Unconditional Guarantee



 


In consideration of the
entry by the Purchaser into this Agreement, the Guarantor hereby unconditionally and irrevocably guarantees to the Purchaser the
full and prompt payment by the Seller of all amounts due from it to the Purchaser under or pursuant to this Agreement, the Transitional
Trade Mark Licence or the Tax Indemnity as and when they become due and payable pursuant to the terms of this Agreement or the
Tax Indemnity, as applicable (the “Guaranteed Obligations”), to the extent of any limit on the liability of
the Seller in this Agreement or the Tax Indemnity.


 


		17.2	Seller’s Default



 


If and whenever the Seller
defaults for any reason whatsoever in the performance of any of the Guaranteed Obligations, the Guarantor shall forthwith upon
demand unconditionally



    	52



    	



    

perform
(or procure performance of) and satisfy (or procure the satisfaction of) the Guaranteed Obligations in regard to which such default
has been made in the manner prescribed by this Agreement or the Tax Indemnity and so that the same benefits shall be conferred
on the Purchaser as it would have received if the Guaranteed Obligations had been duly performed and satisfied by the Seller.


 


		17.3	Continuing Guarantee



 


This guarantee is to be
a continuing guarantee and accordingly is to remain in force until all the Guaranteed Obligations shall have been performed or
satisfied. This guarantee is in addition to and without prejudice to and not in substitution for any rights or security which the
Purchaser may now or hereafter have or hold for the performance and observance of the Guaranteed Obligations.


 


		17.4	Guarantor as Sole or Principal Obligor



 


As a separate and independent
stipulation, the Guarantor agrees that any of the Guaranteed Obligations (including any monies payable) which may not be enforceable
against or recoverable from the Seller by reason of any legal limitation, disability or incapacity on or of the Seller or the dissolution,
amalgamation, reconstruction or reorganisation of the Seller or any other fact or circumstance (other than any limitation imposed
by this Agreement or the Tax Indemnity) shall nevertheless be enforceable against and recoverable from the Guarantor as though
the same had been incurred by the Guarantor and the Guarantor were the sole or principal obligor in respect thereof and shall be
performed or paid by the Guarantor on demand.


 


		17.5	Guarantor’s Liability



 


The liability of the Guarantor
under this Clause 17 shall not be affected, impaired, reduced or released by:


 


		17.5.1	any variation of the terms of the Guaranteed Obligations;



 


		17.5.2	any forbearance, neglect or delay in seeking performance of the Guaranteed Obligations or any granting
of time for, or waiver in relation to, such performance;



 


		17.5.3	the illegality, invalidity or unenforceability of, or any defect in, any provision of this Agreement
or the Tax Indemnity or the Seller’s obligations under either of them;



 


		17.5.4	any insolvency or similar proceedings; or



 


		17.5.5	any other fact or event which in the absence of this provision would or might constitute or afford
a legal or equitable discharge or release or a defence to a guarantor.



 


		17.6	Deferral of Guarantor’s Rights



 


Until all the Guaranteed
Obligations have been irrevocably performed or satisfied and, unless the Purchaser otherwise directs, the Guarantor shall not exercise
any rights which it may have by reason of performance by it of its obligations under this Clause 17.


 


		18	Other Provisions



 


		18.1	Further Assurances



 


		18.1.1	The Seller and the Purchaser shall, and shall use reasonable endeavours to procure that any necessary
third party shall, from time to time execute such




    	53



    	



    



documents
and perform such acts and things as the Seller or the Purchaser may reasonably require to transfer the Shares to the Purchaser
and to give the Seller and the Purchaser the full benefit of this Agreement.


 


		18.1.2	The Purchaser shall, and shall procure that the Purchaser’s Group shall, maintain any books,
records, data and documents of the Group Companies to the extent they relate to the period prior to Closing in accordance with
the Purchaser’s Group internal document preservation policy and shall, and shall procure that the relevant Group Companies
shall, if reasonably requested by the Seller, their representatives or their legal and professional advisers, allow the Seller,
their representatives or their legal and professional advisers access to, and the right to inspect and take a record of, any such
books, records and documents at the Seller’s expense.



 


		18.1.3	To the extent that the provision of any information pursuant to Clause 18.1.2 is restricted by
Applicable Law, the Purchaser shall, and shall procure that the relevant Group Companies shall, upon the request of the Seller,
take reasonable steps available to enable the Purchaser or the relevant Group Companies to provide any such information to the
Seller at the Seller’s expense.



 


		18.1.4	For a period of 10 years following Closing, if Shares are sold, assigned or otherwise disposed
of, the Purchaser shall use its reasonable endeavours to procure that any third party purchaser will maintain any books, records,
data and documents of the Group Companies to the extent they relate to (i) the period prior to Closing and (ii) accounting, taxation
or any Claim and allow the Seller reasonable access to any such books, records and documents of the Group Companies relating to
the period prior to Closing, including the right to take copies, at the Seller’s expense.



 


		18.1.5	Following Closing and subject to Applicable Law, subject to Clause 8.4.9 of this Agreement, the
Seller shall be entitled to retain:



 


		(i)	copies of all books, records, documents, data and information of or relating to (a) financials
or tax matters and (b) the period prior to Closing; and



 


		(ii)	ownership and control of all books, records, documents, data and information of or relating to
the period prior to Closing relating to the financials and tax matters of the Retained Group, including the Excluded CFB Business.



 


		18.1.6	Following Closing, the Seller shall, and shall procure that the Seller’s Group shall, give
relevant information to the Purchaser or the Group Companies, upon their reasonable request, in relation to the matters prior to
Closing in relation to the Group Companies and relevant members of the Retained Group including Tax matters relating to the Group
Companies but excluding Tax matters relating to the Retained Companies.



 


		18.2	Whole Agreement



 


		18.2.1	The Transaction Documents contain the whole agreement between the parties relating to the sale
and purchase of the Shares to the exclusion of any terms implied by law which may be excluded by contract and supersede any previous
written or oral agreement between the parties in relation to the sale and purchase of the Shares.




    	54



    	



    

		18.2.2	The Purchaser acknowledges that, in entering into the Transaction Documents, it is not relying
on any representation, warranty or undertaking not expressly incorporated into them.



 


		18.2.3	Each of the parties agrees and acknowledges that its only right and remedy in relation to any representation,
warranty or undertaking made or given in or in connection with the Transaction Documents shall be for breach of the terms of the
Transaction Documents and each of the parties waives all other rights and remedies (including rights and remedies to claim damages
in tort or under statute or civil codes, or to (wholly or partly) rescind, nullify or terminate (whether by court or arbitral order
or otherwise) the Transaction Documents) in relation to any such representation, warranty or undertaking.



 


		18.2.4	Nothing in this Clause 18.2 excludes or limits any liability for fraud or wilful misconduct.



 


		18.3	No Assignment



 


Except as otherwise expressly
provided by this Agreement, no party may, without the prior written consent of the other parties, assign, grant any security interest
over, hold on trust or otherwise transfer the benefit of the whole or any part of this Agreement.


 


		18.4	UK: Third Party Rights



 


A person who is not a party
to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of, or enjoy any benefit
under, this Agreement.


 


		18.5	Variation



 


No variation of this Agreement
shall be effective unless in writing and signed by or on behalf of each of the parties.


 


		18.6	Method of Payment 



 


		18.6.1	Payments pursuant to this Agreement shall be settled by payments between the Seller and the Purchaser.



 


		18.6.2	Any payments pursuant to this Agreement shall be effected by crediting for same day value the account
specified by the Seller or the Purchaser (as the case may be) on behalf of the party entitled to the payment (reasonably in advance
and in sufficient detail to enable payment by telegraphic or other electronic means to be effected) on or before the due date for
payment.



 


		18.6.3	Payment of a sum in accordance with this Clause 18.6 shall constitute a payment in full of the
sum payable and shall be a good discharge to the payer (and those on whose behalf such payment is made) of the payer’s obligation
to make such payment and the payer (and those on whose behalf such payment is made) shall not be obliged to see to the application
of the payment as between those on whose behalf the payment is received.



 


		18.7	Costs



 


		18.7.1	The Seller shall bear all costs incurred by it in connection with the preparation and negotiation
of, and the entry into, this Agreement, the Tax Indemnity and the sale of the Shares.




    	55



    	



    






		18.7.2	The Purchaser shall bear all such costs incurred by it in connection with the preparation and negotiation
of, and the entry into, this Agreement, the Tax Indemnity and the purchase of the Shares.



 


		18.8	Notarial Fees, Registration, Stamp and Transfer Taxes and Duties



 


The Purchaser shall bear
the cost of all notarial fees and all registration, stamp and transfer taxes and duties or their equivalents in all jurisdictions
where such fees, taxes and duties are payable as a result of the transactions contemplated by the Transaction Documents (other
than (i) any such fees, taxes or duties payable in respect of the Pre-Closing Reorganisation, of which taxes and duties shall be
borne by the Seller in accordance with the provisions of the Tax Indemnity and any other fees shall be borne by the Seller, and
(ii) any income or corporation tax in respect of chargeable gains (whether levied by way of withholding or otherwise) for which
the Seller is liable and responsible under the Applicable Laws which, to the extent applicable, shall be borne by the Seller in
accordance with the provisions of the Tax Indemnity). The Purchaser shall be responsible for arranging the payment of all such
fees, taxes and duties, including fulfilling any administrative or reporting obligation imposed by the jurisdiction in question
in connection with such payment. The Purchaser shall indemnify the Seller or any other member of the Seller’s Group against
any Losses suffered by the Seller or member of the Seller’s Group as a result of the Purchaser failing to comply with its
obligations under this Clause 18.8.


 


		18.9	Interest



 


If the Seller or the Purchaser
defaults in the payment when due of any sum payable under this Agreement, the liability of that party shall be increased to include
interest on such sum from the date when such payment is due until the date of actual payment (as well after as before judgment)
at a rate per annum of three per cent. Such interest shall accrue from day to day.


 


		18.10	Grossing-up 



 


		18.10.1	All sums payable under this Agreement shall be paid free and clear of all deductions, withholdings,
set-offs or counterclaims whatsoever save only as may be required by law (save that this Clause 18.10.1 shall not apply to any
deduction or withholding on account of Taxation imposed by the PRC or India which shall be dealt with in accordance with Clause
18.11). If any deductions or withholdings are required by law, the payer shall (except in the case of interest payable under Clause
9.5 or 18.9 and except for any payments made pursuant to Clause 8.5, 8.6, 16.2 or 18.10.3 or paragraph 12.3 of Schedule 7) be obliged
to pay to the recipient such sum as will, after such deduction or withholding has been made, leave the recipient with the same
amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding, provided
that if the recipient shall have transferred (for the avoidance of doubt, by whatever means, including by way of a declaration
of trust or anything that amounts in substance to a transfer) the benefit, in whole or in part, of this Agreement or shall have
changed its tax residence or the permanent establishment to which the rights under this Agreement are allocated, then the liability
of the payer under this Clause 18.10.1 shall be limited to that (if any) which it would have been had no transfer or change taken
place.



 


		18.10.2	The recipient or expected recipient of an amount paid under this Agreement shall (or shall procure
that any Affiliate shall) take such measures as are reasonable to




    	56



    	



    

claim
from the appropriate Tax Authority any exemption, rate reduction, refund, credit or similar benefit (including pursuant to any
relevant double tax treaty) to which it is entitled in respect of any deduction or withholding in respect of which a payment has
been made or would otherwise be required to be made pursuant to Clause 18.10.1 and for such purposes shall, within any applicable
time limits, submit any claims, notices, returns or applications and send a copy thereof to the payer.


 


		18.10.3	If the recipient of a payment made under this Agreement (or any Affiliates of such recipient) receives
a credit for or refund of any Taxation payable by it or similar benefit by reason of any deduction or withholding for or on account
of Taxation, then it shall reimburse to the payer such part of such additional amounts paid to it pursuant to Clause 18.10.1 as
the recipient of the payment certifies to the payer will leave it (together with any Affiliate (after such reimbursement) in no
better and no worse position than it would have been if the payer had not been required to make such deduction or withholding.



 


		18.10.4	Where any payment is made under this Agreement pursuant to an indemnity, compensation or reimbursement
provision (other than pursuant to Clause 8.5.3, 8.6.3, 16.2 or 18.10.3 or paragraph 12.3 of Schedule 7) and that sum is subject
to a charge to Taxation in the hands of the recipient or would be in the absence of any reliefs, then the sum payable shall be
increased to such sum as will ensure that after payment of such Taxation, including any Taxation which would have been charged
in the absence of any reliefs, the recipient shall be left with a sum equal to the sum that it would have received in the absence
of such a charge to Taxation, provided that if the recipient shall have transferred (for the avoidance of doubt, by whatever means,
including by way of a declaration of trust or anything that amounts in substance to a transfer) the benefit, in whole or in part,
of this Agreement or shall have changed its tax residence or the permanent establishment to which the rights under this Agreement
are allocated, then the liability of the payer under this Clause 18.10.4 shall be limited to that (if any) which it would have
been had no such transfer taken place.



 


		18.10.5	Clause 18.10.4 shall not apply to the extent that:



 


		(i)	the amount of the indemnity, compensation or reimbursement payment has already been increased to
take account of the Taxation that will or would be charged on receipt; or



 


		(ii)	the underlying amount in respect of which the indemnity, compensation or reimbursement payment
is being made would itself have been subject to such Taxation.



 


		18.11	Indirect Transfer Tax



 


		18.11.1	Within 30 days of the date of execution of this Agreement, the Seller shall inform the PRC Tax
Authority and the Indian Tax Authority of the execution of the Agreement and shall provide evidence reasonably satisfactory to
the Purchaser that it has done so.



 


		18.11.2	The Seller shall deal with all matters concerning the reporting of the transactions contemplated
by this Agreement to the PRC Tax Authority and the Indian Tax Authority pursuant to Clause 18.11.1 and any potential Tax liabilities
arising as a




    	57



    	



    

result
of the indirect transfer of any Group Company in the PRC or India pursuant to the Pre-Closing Reorganisation or the transactions
contemplated by this Agreement.


 


		18.11.3	The Seller shall account to the PRC Tax Authority or the Indian Tax Authority (as applicable) for
any Taxation that it is determined to be properly due and payable in respect of the Pre-Closing Reorganisation or the transactions
contemplated by this Agreement and shall provide evidence reasonably satisfactory to the Purchaser that it has done so.



 


		18.11.4	Subject to Clause 18.11.5, any payment of the Purchase Price shall be paid by the Purchaser to
the Seller without any withholding or deduction for or on account Taxation imposed by the PRC or India.



 


		18.11.5	If the Seller and Purchaser agree, prior to Closing, that any deduction or withholding on account
of Taxation imposed by the PRC or India is required by Applicable Law, the Seller shall calculate (at its absolute discretion,
acting in good faith) the amount required to be withheld and notify the Purchaser of such amount (the “Withholding Amount”).
The Purchaser shall withhold the amount notified by the Seller from the relevant payment of the Purchase Price. The Purchaser shall
promptly account to the relevant Tax Authority for any amounts so withheld and shall provide evidence reasonably satisfactory to
the Seller that it has done so.



 


		18.11.6	If the PRC Tax Authority or the Indian Tax Authority notifies the Purchaser or the Seller, or takes
any action from which it appears, that it considers that the Withholding Amount is less than the amount required to have been withheld
by the Purchaser under Applicable Law then:



 


		(i)	where the Purchaser is so notified (whether formally or informally) it shall immediately notify
the Seller; and



 


		(ii)	the Seller shall have the right to conduct any discussion, correspondence or dispute regarding
the matter, or make any settlement, with the PRC Tax Authority or Indian Tax Authority (as applicable) and the Buyer shall assist
the Seller in all respects in its discussions with the PRC Tax Authority or Indian Tax Authority (as applicable) (including, without
limitation, by assisting the Seller in the preparation of supporting documentation), and shall not settle, compromise, dispose
of or make any admission in relation to the matter without the express consent of the Seller (unless required to do so by Applicable
Law); and



 


		(iii)	if the Purchaser is required to pay any extra Tax to the PRC Tax Authority or Indian Tax Authority
(as applicable) as a result of the Withholding Amount having been too low, the Seller shall indemnify the Purchaser for all losses
(including additional Tax payable to the PRC Tax Authority or Indian Tax Authority (as applicable) by the Purchaser) and costs
reasonably and properly incurred by the Purchaser as a result.



 


		18.11.7	The Purchaser shall indemnify the Seller for any loss incurred by the Seller if the Purchaser fails
to pay the Withholding Amount to the relevant Tax Authority.



 


		18.11.8	The Purchaser shall reimburse to the Seller any refund of the Withholding Amount that the Purchaser
or any member of the Purchaser’s Group may receive from the




    	58



    	



    

PRC
Tax Authority or Indian Tax Authority (as applicable) or any other relevant Governmental Entity.


 


		18.11.9	In any event, the Purchaser and the Seller shall cooperate to provide all supporting information
and documentation required by the PRC Tax Authority or Indian Tax Authority (as applicable) in support of the calculation and payment
of the Withholding Amount.



 


		18.11.10	The Purchaser shall procure that the Seller and its duly authorised agents are afforded such information
and assistance as may reasonably be required by the Seller in connection with the discharge of its obligations under this Clause
18.11.



 


		18.12	VAT



 


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



 


		18.12.2	If any payment under this Agreement constitutes the consideration for a taxable supply for VAT
purposes, then (i) the recipient shall provide to the payer a valid VAT invoice, and (ii) except where the reverse charge procedure
applies, and subject to the provision of a valid VAT invoice in accordance with (i), in addition to that payment, the payer shall
pay to the recipient any VAT due.



 


		18.13	Notices



 


		18.13.1	Any notice or other communication in connection with this Agreement (each, a “Notice”)
shall be:



 


		(i)	in writing in English; and



 


		(ii)	delivered by hand, recorded delivery or by courier using an internationally recognised courier
company.



 


		18.13.2	A Notice to the Seller shall be sent to such party at the following address, or such other person
or address as the Seller may notify to the Purchaser from time to time:



 


Foster Wheeler LLC


 


Address: Foster Wheeler
LLC, Perryville Corporate Park, 53 Frontage Road, P.O. Box 9000, Hampton, New Jersey 08827-9000


 


Attention: Timothy Langan,
Assistant Secretary


 


		18.13.3	A Notice to the Purchaser shall be sent to such party at the following address, or such other person
or address as the Purchaser may notify to the Seller from time to time:



 


Sumitomo
Heavy Industries, Ltd.


 


Address: ThinkPark Tower,
1-1 Osaki 2-chome, Shinagawa-ku, Tokyo 141-6025, Japan


 


Attention: Tatsuro Ito,
General Manager, Corporate Legal Department



    	59



    	



    

		18.13.4	A Notice to the Guarantor shall be sent to such party at the following address, or such other person
or address as the Guarantor may notify to the Purchaser from time to time:



 


Amec Foster Wheeler plc


 


Address: Booths Park,
Chelford Road, Knutsford, Cheshire, WA16 8QZ


 


Attention: Alison Yapp,
General Counsel


 


		18.13.5	Subject to Clause 18.13.6, a Notice shall be effective upon receipt and shall be deemed to have
been received:



 


		(i)	at the time recorded by the delivery company, in the case of recorded delivery; or



 


		(ii)	at the time of delivery, if delivered by hand or courier.



 


		18.13.6	A Notice that is deemed by Clause 18.13.5 to be received after 5.00 p.m. on any day, or on a Saturday,
a Sunday or a public holiday in the place of receipt, shall be deemed to be received at 9.00 a.m. on the next day that is not a
Saturday, a Sunday or a public holiday in the place of receipt.



 


		18.13.7	For the purposes of this Clause 18.13, all references to time are to local time in the place of
receipt.



 


		18.14	Invalidity



 


		18.14.1	If any provision in this Agreement shall be held to be illegal, invalid or unenforceable, in whole
or in part, the provision shall apply with whatever deletion or modification is necessary so that the provision is legal, valid
and enforceable and gives effect to the commercial intention of the parties.



 


		18.14.2	To the extent it is not possible to delete or modify the provision, in whole or in part, under
Clause 18.14.1, then such provision or part of it shall, to the extent that it is illegal, invalid or unenforceable, be deemed
not to form part of this Agreement and the legality, validity and enforceability of the remainder of this Agreement shall, subject
to any deletion or modification made under Clause 18.14.1, not be affected.



 


		18.15	Counterparts



 


This Agreement may be entered
into in any number of counterparts, all of which taken together shall constitute one and the same instrument. Any party may enter
into this Agreement by executing any such counterpart.


 


		18.16	Arbitration



 


Any dispute arising out
of or connected with this Agreement, including a dispute as to the validity, existence or termination of this Agreement or this
Clause 18.16 or any non-contractual obligation arising out of or in connection with this Agreement, shall be resolved by arbitration
in Singapore conducted in English pursuant to the Rules of Arbitration of the International Chamber of Commerce. The arbitral tribunal
shall consist of three arbitrators, one selected by the claimant in the request for arbitration, the second selected by the respondent
within 30 days of receipt of the request for arbitration, and the third, who shall act as presiding arbitrator, selected by the
two party appointed arbitrators within 30 days of the selection of the second arbitrator. If any arbitrators are not selected within
these time



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periods,
the International Court of Arbitration shall, upon the request of any party, make the selection(s).


 


		18.17	Governing Law and Submission to Jurisdiction



 


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



 


		18.17.2	Each of the parties irrevocably submits to the non-exclusive jurisdiction of the courts of Singapore
to support and assist the arbitration process pursuant to Clause 18.16, including, if necessary, the grant of interlocutory relief
pending the outcome of that process.



 


		18.18	Appointment of Process Agent



 


		18.18.1	The Seller hereby irrevocably appoints Amec Foster Wheeler Asia Pacific Pte. Ltd. of 991E Alexandra
Road #01-25 Singapore 119973 as its agent to accept service of process in Singapore in any legal action or proceedings arising
out of or in connection with this Agreement, service upon whom shall be deemed completed whether or not forwarded to or received
by the Seller.



 


		18.18.2	The Guarantor hereby irrevocably appoints Amec Foster Wheeler Asia Pacific Pte. Ltd. of 991E Alexandra
Road #01-25 Singapore 119973 as its agent to accept service of process in Singapore in any legal action or proceedings arising
out of or in connection with this Agreement, service upon whom shall be deemed completed whether or not forwarded to or received
by the Guarantor.



 


		18.18.3	The Seller and the Guarantor shall, as applicable, inform the Purchaser in writing of any change
of address of such process agent within 14 days of such change.



 


		18.18.4	If such process agent ceases to be able to act as such or to have an address in Singapore, the
Seller and the Guarantor (as the case may be) irrevocably agree to appoint a new process agent in Singapore acceptable to the Purchaser
and to deliver to the Purchaser within 30 days a copy of a written acceptance of appointment by the process agent.



 


		18.18.5	The Purchaser hereby irrevocably appoints BluTrust Corporate Services Pte Ltd of 6 Raffles Quay
#14-06 Singapore 048580 as its agent to accept service of process in Singapore in any legal action or proceedings arising out of
this Agreement, service upon whom shall be deemed completed whether or not forwarded to or received by the Purchaser.



 


		18.18.6	The Purchaser shall inform the Seller in writing of any change of address of such process agent
within 14 days of such change.



 


		18.18.7	If such process agent ceases to be able to act as such or to have an address in Singapore, the
Purchaser irrevocably agrees to appoint a new process agent in Singapore acceptable to the Seller and to deliver to the Seller
within 30 days a copy of a written acceptance of appointment by the process agent.



 


		18.18.8	Nothing in this Agreement shall affect the right to serve process in any other manner permitted
by law.



 


This Agreement has been entered
into on the date stated at the beginning.



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	SIGNED by Tarun Bafna
on behalf of AMEC FOSTER
WHEELER PLC:	 	/s/ TARUN BAFNA
	 	 	 
	 	 	 
	SIGNED by Gary T.
Nedelka
on behalf of FOSTER WHEELER LLC:	 	/s/ GARY NEDELKA
	 	 	 
	SIGNED by Shinji

 Nishimura

on behalf of SUMITOMO HEAVY

 INDUSTRIES, LTD.:	 	/s/ SHINJI NISHIMURA




    	62



    	



    

Schedule
1

Companies and Subsidiaries






 


		1	Particulars of the Company



 


FW
Energie B.V. 


 


	Name of Company:	FW Energie B.V.
	 	 
	Registered Number:	33297184
	 	 
	Fiscal Number:	56.17.662
	 	 
	Registered Office:	Naritaweg 165, Telestone 8, 1043 BW Amsterdam, the Netherlands
	 	 
	Date of incorporation:	4 December 1973
	 	 
	Issued share capital:	211 shares with a nominal value of EUR 90.75 each
	 	 
	Shareholders and shares held:	FW Investments Holdings S.a.r.l holding 211 shares
	 	 
	Directors:	
        Trust International Management (T.I.M.) B.V.

         

        Anthony Scerbo

         

        Hans-Peter Visser

         

	Secretary:	N/A
	 	 
	Managing Director/Chief Executive Officer:	N/A
	 	 


		2	Particulars of the Subsidiaries



 


		2.1	Amec Foster Wheeler Power Group Asia Limited



 


	Name of Company:	Amec Foster Wheeler Power Group
 Asia Limited
	 	 
	Registered Number:	1175713
	 	 
	Registered Office:	Level 2, Neich Tower, 128 Gloucester Road, Wan Chai, Hong Kong, China
	 	 
	Date and place of incorporation:	15 October 2007, Hong Kong, China
	 	 
	Issued share capital:	10,000,000 shares of HK$1each
	 	 
	Shareholders and shares held:	Foster Wheeler LLC holding 10,000,000 ordinary shares
	 	 
	Directors:	
        Antony Scerbo

         

        David J. Parham

         

        Gary T. Nedelka

         

        Ka Mee Natalia Seng Sze





    	63



    	



    

	Name of Company:	Amec Foster Wheeler Power Group
 Asia Limited
	 	 
	Secretary:	N/A
	 	 
	
        Chief Executive Officer:

         

        VP Finance:
	
        Tomas Harju-Jeanty

         

        Ellen Zhang


	 	 


		2.2	Amec Foster Wheeler Energia Polska Sp. z.o.o. (Poland-Warsaw)



 


	Name of Subsidiary:	Foster Wheeler Energia Polska Sp.
 z.o.o. (Poland-Warsaw)
	 	 
	Registered Number:	N/A
	 	 
	Company Number: 	KRS 65443
	 	 
	Employer Tax ID Number:	527-00-50-536
	 	 
	Registered Office:	Ul.Chmielna 85/87, Warsaw, 00-805, Poland
	 	 
	Registration date and place:	17 December 1992, Poland
	 	 
	Issued share capital:	27,640 ordinary shares of 600.00 Polish Zloty each
	 	 
	Shareholders and shares held:	
        FW Europe B.V. holding 27,637.00 ordinary shares/99.99%

         

        Amec Foster Wheeler Energia Oy holding 3.00 ordinary shares/0.01%



	 	 
	Directors:	
        Anthony Scerbo, Member of the Management Board

         

        Bartosz Dudek, Member of the Management Board

         

        David J. Parham, Member of the Management Board

         

        Gary T. Nedelka, Member of the Management Board

         

        Grzegorz Szastok, Member of the Management Board

         

        Slawomir Gorecki, Member of the Management Board

         

        Tomas William Harju-Jeanty, Member of the Management Board

         

        Jaroslaw Mlonka, President of the Management Board

	 	 
	Secretary:	N/A
	 	 
	Managing Director/Chief Executive Officer:	N/A




    	64



    	



    

		2.3	Amec Foster Wheeler Energy FAKOP Sp. z.o.o. (Poland-Katowice)



 


	Name of Subsidiary:	Amec Foster Wheeler Energy
 FAKOP Sp. z.o.o. (Poland-Katowice) 
	 	 
	Registered Number:	N/A
	 	 
	Company Number:	KRS71681
	 	 
	Employer Tax Number:	6440514640
	 	 
	Registered Office and Primary Address:	ul. Staszica 31, Sosnowiec, 41-200, Poland
	 	 
	Registration date and place:	22 November 1991, Poland
	 	 
	Issued share capital:	
        Group 1 issued shares = 30,234.00 at 250.00 Polish Zloty
        each

         

        Group 2 issued shares = 7,040.00 at 250.00 Polish Zloty
        each

         

        Group 3 issued shares = 27,776.00 at 250.00 Polish Zloty
        each





    	65



    	



    

	Name of Subsidiary:	Amec Foster Wheeler Energy
 FAKOP Sp. z.o.o. (Poland-Katowice) 
	 	 
	Shareholders and shares held:	
        Amec Foster Wheeler Energia Polska, Sp. z.o.o holding
        19,218.00/63.56% of group 1 shares, 1,598.00/22.70% of group 2 shares, 13,888.00/50% of group 3 shares; overall holding of 53.35%

         

        CNIM holding 3,628.00/12% of group 1 shares, 1,843.00/26.18%
        of group 2 shares

         

        Marubeni Europower Development holding 3,628.00/12% of
        group 1 shares and 1,843.00/26.18% of group 2 shares

         

        Egmont Consulting Sp. z.o.o holding 3,760.00/12.44% of
        group 1 shares.

         

        Warsaw Equity Management S.A. holding 1,711.00/24.30%
        of group 2 shares

         

        Workers holding 45.00/0.64% of group 2 shares

         

        NEFCO holding 13,888.00/50% of group 3 shares






    	66



    	



    

	Name of Subsidiary:	Amec Foster Wheeler Energy
 FAKOP Sp. z.o.o. (Poland-Katowice) 
	 	 
	Directors:	
        Arkadiusz Osuch, Member of the Management Board

         

        Daniel Rossi, Member (CNIM)

         

        Jaakko Jantti, Member (Foster Wheeler Energia Oy)

         

        Bartosz Dudek, Member (Foster Wheeler Energia Polska)

         

        Grzegorz Szastok, Member (Foster Wheeler Energia Polska)

         

        Jaroslaw Mlonka, Member (Foster Wheeler Energia Polska)

         

        Slawomir Gorecki, Member (Foster Wheeler Energia Polska)

         

        Maciej Rózycki, Member (Warsaw Equity Management
        S.A./Egmont Consulting Sp. z o.o.)

         

        Mariusz Karcz, Member of the Board Zbigniew Gluchowski,
        Member of the Supervisory Board (NEFCO)

         

	Secretary:	N/A
	 	 
	Managing Director/Chief Executive Officer:	N/A
	 	 


		2.4	Amec Foster Wheeler Energia Oy



 


	Name of Subsidiary:	Amec Foster Wheeler Energia Oy
	 	 
	Registered Number: 	N/A
	 	 
	State File Number:	1018123-9
	 	 
	Federal ID Number:	1018123-9
	 	 
	Reference ID Number:	636.575
	 	 
	
        Primary Office:

        	Metsänneidonkuja 8, P.O. Box 7, Espoo, 02130, Finland 02130
	 	 
	Formation date and place: 	13 September 1995, Finland
	 	 
	Issued share capital:	85,765.00 common shares of EUR€174.90 each
	 	 
	Shareholders and shares held:	FW Energie B.V. holding 85,765.00 common shares




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	Name of Subsidiary:	Amec Foster Wheeler Energia Oy
	 	 
	Directors:	
        Anthony Scerbo, Chairman of the Board

         

        Gary T. Nedelka, Member of the Board

         

        Tomas William Harju-Jeanty, Member of the Board

         

	Secretary: 	N/A
	 	 
	
        President/Chief Executive Officer:

        	Tomas William Harju-Jeanty
	 	 


		2.5	Amec Foster Wheeler Energi Aktiebolag



 


	Name of Subsidiary:	Amec Foster Wheeler Energi Aktiebolag
	 	 
	Registered Number:	N/A
	 	 
	Company Number:	556518-8769
	 	 
	Employer Tax ID Number:	556518-8769
	 	 
	Primary Address:	Box 6071 (Lindövägen 75), Norrkoping, 600 06, Sweden
	 	 
	Registration date and place:	12 July 1995, Sweden
	 	 
	Issued share capital:	50,000 ordinary shares of 100.00 Swedish Krona each
	 	 
	Shareholders and shares held:	Amec Foster Wheeler Energia Oy holding 50,000 ordinary shares
	 	 
	Directors:	
        Bartosz Dudek

         

        Kari Matti Antero Kohvakka

         

	Secretary:	N/A
	 	 
	
        Managing Director:

         

        Chairman of the Board:
	
        Claes Moqvist

         

        Tomas William Harju-Jeanty

	 	 


		2.6	OOO Foster Wheeler Energia (Russia)



 


	Name of Subsidiary:	OOO Foster Wheeler Energia (Russia)
	 	 
	Registered Number:	N/A
	 	 
	Company Number:	1097746390675
	 	 
	Employer Tax Number:	OGRN 1097746390675




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	Name of Subsidiary:	OOO Foster Wheeler Energia (Russia)
	 	 
	Registered Office:	c/o ZAO Konsu M, Sadovnicheskaya naberezhnaya, 79, Moscow, 115035, Russian Federation
	 	 
	Registration date and place:	9 July 2009, Russia
	 	 
	Issued share capital:	1.00 ordinary share of 10,000.00 Russian Rubles
	 	 
	Shareholders and shares held:	Amec Foster Wheeler Energia Oy holding 1.00 ordinary share
	 	 
	Directors:	Lillia Sergeevna Belobrova, General Director
	 	 
	Secretary:	N/A
	 	 
	General Director:	
        Lillia Sergeevna Belobrova

         



		2.7	Amec Foster Wheeler Energie GmbH (Germany)



 


	Name of Subsidiary:	Amec Foster Wheeler Energie GmbH (Germany)
	 	 
	Registered Number:	N/A
	 	 
	Company Number:	HRB13371
	 	 
	Employer Tax Number:	117/5811/1336
	 	 
	Primary Address:	Peterstrasse 120, Krefeld, 47798, Germany
	 	 
	Registration date and place:	14 November 1996, Germany
	 	 
	Issued share capital:	1.00 common share of EUR€25,564.59 
	 	 
	Shareholders and shares held:	Amec Foster Wheeler Energia Oy holding 1.00 common share
	 	 
	Directors:	
        Jaakko Rialli, Managing Director

         

        Tomas William Harju-Jeanty, Chairman

         

        Bartosz Dudek, Member of the Board

         

        Kari Matti Antero Kohvakka, Member of the Board

         

	Secretary:	N/A
	 	 
	
        Managing Director:

         

        Chairman:

        	
        Jaakko Riiali

         

        Tomas William Harju-Jeanty






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		2.8	Graf-Wulff US Corp.



 


	Name of Subsidiary:	Graf-Wulff US Corp.
	 	 
	Registered Number:	N/A
	 	 
	Charter Number:	4394277
	 	 
	Employer Tax Number: 	75-3248028
	 	 
	Primary Address:	Perryville Corporate Park, 53 Frontage Road, P.O. Box 9000, Hampton, NJ, 08827-9000, United States
	 	 
	Formation date and place:	23 July 2007, Delaware
	 	 
	Issued share capital:	100.000 common shares of US$0.01 each
	 	 
	Shareholders and shares held:	Amec Foster Wheeler Energie GmbH holding 100.00 common shares
	 	 
	Directors:	
        Anthony Scerbo

         

        Gary T. Nedelka

         

	Secretary:	John A. Doyle, Jr.
	 	 
	President/Chief Executive Officer:	Byron Roth
	 	 


		2.9	CLIC Innovation Oy (Finland)



 


	Name of Subsidiary:	CLIC Innovation Oy (Finland)
	 	 
	Registered Number:	N/A
	 	 
	Company Number: 	2689612-4
	 	 
	Registered Office:	N/A
	 	 
	Registration date and place:	1 September 2015, Finland
	 	 
	Issued share capital:	4,642 ordinary shares 
	 	 
	Shareholders and shares held:	Amec Foster Wheeler Energia Oy holding 100 ordinary shares/2.15% and 46 other shareholders holding varying proportions
	 	 
	Directors:	Tommy Jacobson, Managing Director
	 	 
	Secretary:	N/A
	 	 
	Managing Director/Chief Executive Officer:	Ilari Kallio (Wartsila Finland Oy)




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		2.10	ISGEC Foster Wheeler Boilers Private Limited



 


	Name of Subsidiary:	ISGEC Foster Wheeler Boilers Private Limited
	 	 
	Registered Number:	U74900HR2015PTC054608
	 	 
	Registered Office:	Radaur Road, Yamunanagar 135001, Haryana, India
	 	 
	Date and place of incorporation:	17 February 2015, India
	 	 
	Issued share capital:	2,000,000 equity shares of 10 Rupees each
	 	 
	Shareholders and shares held:	
        Amec Foster Wheeler North America Corp. holding 980,000
        equity shares /49% ownership

         

        Isgec Heavy Engineering Limited holding 1,020,000 equity
        shares/51% ownership

         

	Directors:	
        David J. Parham

         

        Tomas Harju-Jeanty

         

        Aditya Puri (Isgec)

         

        Krishnamurthy Viswanathan (Isgec)

         

        Suman Kumar Jain (Isgec)

         

	Secretary:	S. K. Khorana (Isgec)
	 	 
	Chairman:	Aditya Puri
	 	 


		2.11	Amec Foster Wheeler Service (Thailand) Limited



 


	Name of Subsidiary:	Amec Foster Wheeler Service (Thailand) Limited
	 	 
	Registered Number:	0215543000268
	 	 
	Registered Office:	20th Floor Bhiraj Tower at EmQuartier, 689 Sukhumvit Road, North Klongton, Wattana, Bangkok 10110, Thailand
	 	 
	Date and place of incorporation:	22 February 2000, Thailand
	 	 
	Issued share capital:	20,000 ordinary shares at 100 Thai Baht each
	 	 
	Shareholders and shares held:	
        Amec Foster Wheeler Power Group Asia Limited holding 19,998
        ordinary shares

         

        Amec Foster Wheeler North America Corp. holding 1 ordinary
        share

         

        FW Europe B.V. holding 1 ordinary share





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	Name of Subsidiary:	Amec Foster Wheeler Service (Thailand) Limited
	 	 
	Directors:	
        Anthony Scerbo

         

        Gary T. Nedelka

         

        Tomas Harju-Jeanty

         

        Kari Matti Antero Kohvakka

         

	Secretary:	N/A
	 	 
	General Manager:	Kari Matti Antero Kohvakka
	 	 


		2.12	Amec Foster Wheeler International Trading (Shanghai) Company Limited



 


	Name of Subsidiary:	Amec Foster Wheeler International Trading (Shanghai) Company Limited
	 	 
	Unified Social Credit Code:	913101157030985346 
	 	 
	Registered Office:	323 Room, Sanlian Tower, 8 Jinhua Road, Shanghai Pilot Free Trade Zone, PR China
	 	 
	Date and place of incorporation:	8 March 2001, China
	 	 
	Issued share capital:	
        Membership interest based on capital contribution

         

        Registered capital of US$200,000

         

	Shareholders and shares held:	Amec Foster Wheeler Power Group Asia Limited holding 100% membership interest
	 	 
	Directors:	
        Anthony Scerbo

         

        Gary T. Nedelka

         

        David J. Parham

         

	Secretary:	N/A
	 	 
	General Manager:	Gary T. Nedelka
	 	 


		2.13	Amec Foster Wheeler Energy Management (Shanghai) Company Limited



 


	Name of Subsidiary:	Amec Foster Wheeler Energy
 Management (Shanghai) Company
 Limited
	 	 
	Unified Social Credit Code:	91310000607428767J

                                   

	Registered Office:	8th Floor, UC Tower, 500 Fu Shan Road, Shanghai Pilot Free Trade Zone, PR China
	 	 
	Date and place of incorporation:	9 April 2001, China




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	Name of Subsidiary:	Amec Foster Wheeler Energy Management (Shanghai) Company Limited
	 	 
	Issued share capital:	
        Membership interest based on capital contribution


         

        Registered capital of US$2,000,000

	 	 
	Shareholders and shares held:	Amec Foster Wheeler Power Group Asia Limited holding 100% membership interest
	 	 
	Directors:	
        Anthony Scerbo

         

        Gary T. Nedelka

         

        David J. Parham

         

	Secretary:	N/A
	 	 
	Chairman/General Manager:	Gary T. Nedelka
	 	 


		2.14	Amec Foster Wheeler Power Vietnam Limited Liability Company



 


	Name of Subsidiary:	Amec Foster Wheeler Power
 Vietnam Limited Liability Company
	 	 
	Registered Number:	0105397352
	 	 
	Registered Office:	Suite 706-708, Central Building, 31 Hai Ba Trung, Trang Tien Ward, Hoan Kiem District, Hanoi, Vietnam
	 	 
	Date and place of incorporation:	27 June 2011, Vietnam
	 	 
	Issued share capital:	Contributed capital from sole member of 4,875,000,000 Vietnam Dong
	 	 
	Shareholders and shares held:	Amec Foster Wheeler Power Group Asia Limited holding 100% contributed capital
	 	 
	Directors:	
        Steve Di Lauri

         

        Nguyen Duc Hung

         

	Secretary:	N/A
	 	 
	General Director:	Nguyen Duc Hung, General Director
	 	 


		2.15	Foster Wheeler Europe B.V. 



 


	Name of Subsidiary:	FW Europe B.V.
	 	 
	Registered Number:	33242592
	 	 
	Registered Office:	Naritaweg 165, Telestone 8, 1043 BW, Amsterdam, the Netherlands




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	Name of Subsidiary:	FW Europe B.V.
	 	 
	Date and place of incorporation:	27 November 1991
	 	 
	Issued share capital:	1,500 shares with a nominal value of EUR 45 each
	 	 
	Shareholders and shares held:	FW Energie B.V. holding 1,500 shares
	 	 
	Directors:	
        Anthony Scerbo

         

        Gerrit Jan Stam

         

        Hans-Peter Visser





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Schedule
2

Closing Obligations


 


		1	General Obligations



 


		1.1	The Seller’s Obligations



 


On Closing, the Seller shall
deliver or make available to the Purchaser the following:


 


		1.1.1	evidence of the due fulfilment of the Pre-Closing Reorganisation Condition;



 


		1.1.2	the Tax Indemnity duly executed by the Seller;



 


		1.1.3	the Transitional Services Agreement duly executed by the Company and Amec Foster Wheeler E&C
Services Inc.;



 


		1.1.4	the Transitional Trade Mark Licence duly executed by the Seller;



 


		1.1.5	evidence that Amec Foster Wheeler PLC, the Seller, the Guarantor and, as applicable, the Company
are authorised to execute this Agreement, the Tax Indemnity, the Transitional Services Agreement and the Transitional Trade Mark
Licence (including, where relevant, any notarial deeds referred to in this Schedule 2); and



 


		1.1.6	the shareholders’ register of the Company.



 


		1.2	The Purchaser’s Obligations



 


On Closing, the Purchaser
shall deliver or make available to the Seller the following:


 


		1.2.1	evidence of the due fulfilment of the Antitrust Conditions;



 


		1.2.2	the Tax Indemnity duly executed by the Purchaser;



 


		1.2.3	the Transitional Services Agreement duly executed by the Purchaser;



 


		1.2.4	the Transitional Trade Mark Licence duly executed by the Purchaser;



 


		1.2.5	evidence that the Purchaser is authorised to execute this Agreement, the Tax Indemnity, the Transitional
Services Agreement and the Transitional Trade Mark Licence (including, where relevant, any notarial deeds referred to in this Schedule
2).



 


		2	Transfer of the Shares



 


		2.1	General Transfer Obligations



 


On Closing, after confirmation
by the Seller to the parties of receipt of the amount due, the Seller shall transfer the Shares to the Purchaser, the Purchaser
shall accept the transfer, and the Seller shall procure that the Company acknowledges such transfer, the foregoing to be effected
by execution by the Seller, the Purchaser and the Company, before a Dutch civil law notary (the “Notary”) of
a notarial deed of transfer of shares in the Agreed Terms (the “Transfer Deed”).


 


The parties do not intend
this Agreement to transfer title to any of the Shares. Title to any of the Shares shall be transferred by the Transfer Deed.



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To the extent that the provisions
of the Transfer Deed are inconsistent with or (except to the extent they implement a transfer in accordance with this Agreement)
additional to the provisions of this Agreement, the provisions of this Agreement shall prevail.


 


		2.2	Updating shareholders’ register



 


After Closing, the Purchaser
shall procure that the Notary updates the shareholders’ register of the Company and the information of the Company at the
Dutch Trade Register of the Chamber of Commerce in respect of the resigned and newly appointed directors, share ownership and name
change of the Company.


 


		3	Further Obligations in Addition to Transfer



 


		3.1	General Obligations



 


The Seller shall deliver
or make available to the Purchaser the following:


 


		3.1.1	the written resignations in the Agreed Terms (and legalised by a notary where required) of each
of those individuals to be specified by the Purchaser after the date of this Agreement (and, in any event, within five Business
Days prior to Closing), to take effect on Closing;



 


		3.1.2	evidence as to the acceptance by the general meeting of the Company of the resignation(s) referred
to in paragraph 3.1.1 above and of the appointment of such person(s) as the Purchaser may nominate as managing director(s) and
of the amendment of the articles of association of the Company, all to take effect on Closing; and



 


		3.1.3	in each case where the said information is not in the possession of the relevant Group Company,
the corporate books and records, duly written and up-to-date, including the shareholders’ register and share certificates
in respect of the Subsidiaries, and all other books and records, all to the extent required to be kept by each Group Company under
the law of its jurisdiction of incorporation.




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Schedule
3


 


Part 1

Final Closing Statement

(Clause 9)


 


		1	Accounting Policies



 


		1.1	The Final Closing Statement shall be drawn up in accordance with:



 


		1.1.1	the accounting principles, policies, procedures, practices, methods, definitions and estimation
techniques, as set out in paragraphs 1.2 to 1.19 below;



 


		1.1.2	to the extent not inconsistent with paragraph 1.1.1 above, the accounting principles, policies,
procedures, practices, methods, definitions and estimation techniques (each including with regard to the exercise of management
judgment) adopted in the Reference Balance Sheet, applied on a consistent basis;



 


		1.1.3	to the extent not inconsistent with paragraphs 1.1.1 and 1.1.2 above, IFRS as at the Accounts Date.



 


		1.2	The Final Closing Statement shall be drawn up as at close of business in the relevant locations
on the Closing Date (the “Effective Time”). No account shall be taken of events taking place after the Effective
Time, and regard shall only be had to the information available to the parties to this Agreement up to the date that the Draft
Closing Statement is delivered by the Purchaser to the Seller, such as invoices, disbursements, receipts and correspondence.



 


		1.3	The Final Closing Statement shall be expressed in US Dollars. Amounts in other currencies shall
be translated into US Dollars in accordance with Clause 1.11.



 


		1.4	The Final Closing Statement shall be drawn up in accordance with this Schedule 3 and in the form
set out in Part 2 of this Schedule 3.



 


		1.5	The Final Closing Statement shall include only the assets and liabilities that are accounted for
within the line items set forth on the Reference Balance Sheet. No other categories of assets or liabilities will be included in
the Final Closing Statement.



 


		1.6	The Final Closing Statement shall be prepared on the basis that the Group is a going concern and
shall exclude the effect of change of control or ownership of the Group and will not take into account the effects of any post-Closing
reorganisations or the post-Closing intentions or obligations of the Purchaser.



 


		1.7	For the purposes of the Final Closing Statement, the Effective Time shall be treated as the end
of a financial and tax accounting period.



 


		1.8	The provisions of this Schedule 3 shall be interpreted so as to avoid double counting (whether
positive or negative) of any item to be included in the Final Closing Statement.



 


		1.9	No minimum materiality limits shall be applied in the preparation and review of the Final Closing
Statement.



 


		1.10	Items shall be classified consistently in the Final Closing Statement as in the Reference Balance
Sheet (i.e. items included as “Cash” in the Reference Balance Sheet shall be included as “Cash” in the
Final Closing Statement, items included as “Indebtedness” in the




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Reference
Balance Sheet shall be included as “Indebtedness” in the Final Closing Statement, items included as “Working
Capital” in the Reference Balance Sheet shall be included as “Working Capital” in the Final Closing Statement.
For the avoidance of doubt, no amounts in relation to those line items included as “Excluded” in the Reference Balance
Sheet shall be included in “Cash”, “Indebtedness” or “Working Capital” in the Final Closing
Statement.


 


		1.11	Indebtedness in the Final Closing Statement shall include all interest accrued thereon prior to
but unpaid at the Effective Time and any prepayment premiums or penalties payable in order to retire or extinguish such amounts
at their redemption value but shall exclude any unamortised debt issuance costs.



 


		1.12	Subject to any specific policies in this paragraph 1, where an accrual or provision was recognised
in the Reference Balance Sheet in relation to any matter or series of related matters, no increase in accrual or provision shall
be made in the Final Closing Statement unless and to the extent that since the preparation of the Reference Balance Sheet (and
prior to the delivery of the Draft Closing Statement pursuant to paragraph 1.2 above) new facts or circumstances have arisen which,
in accordance with paragraph 1.1.2 above, justify such increase.



 


		1.13	No new type of provision or reserve shall be included in the Final Closing Statement that was not
included in the Reference Balance Sheet unless and to the extent that since the preparation of the Reference Balance Sheet (and
prior to the delivery of the Draft Closing Statement pursuant to paragraph 1.2 above) new facts or circumstances have arisen which,
in accordance with paragraph 1.1.2 above, justify such increase.



 


		1.14	Contracts in Process assets in the Final Closing Statement shall only be adjusted if and to the
extent that since the preparation of the Reference Balance Sheet (and prior to the delivery of the Draft Closing Statement pursuant
to paragraph 1.2 above) new facts or circumstances have arisen which, in accordance with paragraph 1.1.2 above, justify such adjustment.
The Purchaser shall ensure that management judgment estimates in respect of Contracts in Process assets in the Reference Balance
Sheet are not adjusted in the Final Closing Statement in the absence of such new facts or circumstances.



 


		1.15	The Final Closing Statement shall be prepared so as to include no provision with respect to any
matter which is the subject of an indemnity in favour of the Purchaser or any member of the Group under the terms of this Agreement.



 


		1.16	A liability will be included in the Final Closing Statement for any Seller's transaction costs
(including transaction bonuses) to the extent unpaid at the Effective Time and payable by the Group after the Effective Time.



 


		1.17	No liability shall be included in the Final Closing Statement in respect of the Romania VAT legal
case (as detailed in folder 3.1.8.2 of the Data Room).



 


		1.18	Environmental provisions (Account 4819 PPA – Environmental) shall be included as a liability
of US$3,699,852. No other environmental provisions shall be included in the Final Closing Statement.



 


		1.19	Assets and liabilities in respect of pensions and other post-retirement benefits (Accounts 4831
Pension Benefits and 4741 Postr-Liab-FAS 106) shall be as set out in the Reference Balance Sheet.




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		2	Preparation



 


		2.1	No later than 45 days following Closing, the Purchaser shall deliver to the Seller the Draft Closing
Statement.



 


		2.2	Each of the Seller and the Purchaser shall co-operate with the other with regard to the preparation,
review, agreement or determination of the Draft Closing Statement and shall, subject to reasonable notice, make available during
normal office hours to the other party and its representatives and accountants all books and records, together with the services
of any employees of the Group, as the other party may reasonably require.



 


		2.3	If the Seller does not within 45 days of presentation to it of the Draft Closing Statement give
notice to the Purchaser that it disagrees with the Draft Closing Statement or any item thereof, such notice stating the reasons
for the disagreement in reasonable detail and specifying the adjustments which, in the Seller’s opinion, should be made to
the Draft Closing Statement (the “Seller’s Disagreement Notice”), the Draft Closing Statement shall be
final and binding on the parties for all purposes. If the Seller gives a Seller’s Disagreement Notice within such 30 days,
the Purchaser and the Seller shall attempt in good faith to reach agreement in respect of the Draft Closing Statement and, if they
are unable to do so within 21 days of such notification, the Purchaser or the Seller may by notice to the other require that the
Draft Closing Statement be referred to the Reporting Accountants.



 


		2.4	The Reporting Accountants shall be engaged jointly by the Purchaser and the Seller on the terms
set out in this paragraph 2 and otherwise on such terms as shall be agreed; provided that neither the Purchaser nor the Seller
shall unreasonably (having regard, inter alia, to the provisions of this paragraph 2) refuse its agreement to terms proposed
by the Reporting Accountants or by the other party. If the terms of engagement of the Reporting Accountants have not been settled
within 15 days of their identity having been determined (or such longer period as the Purchaser and the Seller may agree) then,
unless the Purchaser or the Seller is unreasonably refusing its agreement to those terms, those accountants shall be deemed never
to have become the Reporting Accountants and new Reporting Accountants shall be selected in accordance with the provisions of this
Agreement. For the avoidance of doubt, any work undertaken by the Reporting Accountants in relation to the unaudited Draft Closing
Statement prepared by the Purchaser shall be undertaken in accordance with paragraph 2.5 below and shall not be conducted to audit
standard.



 


		2.5	Except to the extent that the Purchaser and the Seller agree otherwise, the Reporting Accountants
shall determine their own procedure but:



 


		2.5.1	apart from procedural matters and as otherwise set out in this Agreement shall determine only:



 


		(i)	whether any of the arguments for an alteration to the Draft Closing Statement put forward in the
Seller’s Disagreement Notice is correct in whole or in part; and



 


		(ii)	if so, what alterations should be made to the Draft Closing Statement in order to correct the relevant
inaccuracy in it;



 


		2.5.2	shall apply the accounting principles, policies, procedures, practices and estimation techniques
set out in paragraph 1 above;




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		2.5.3	shall make their determination pursuant to paragraph 2.5.1 above as soon as is reasonably practicable
and in any event, within 20 days; and



 


		2.5.4	the procedure of the Reporting Accountants shall:



 


		(i)	give the Purchaser and the Seller a reasonable opportunity to make written representations to them;



 


		(ii)	require that the Seller and the Purchaser supply the other with a copy of any written representations
at the same time as they are made to the Reporting Accountants; and



 


		(iii)	permit the Seller and the Purchaser to be present while oral submissions are being made by the
other party,



 


for the avoidance of
doubt, the Reporting Accountants shall not be entitled to determine the scope of their own jurisdiction.


 


		2.6	The determination of the Reporting Accountants pursuant to paragraph 2.5.1 above:



 


		2.6.1	shall be made available to the Purchaser and the Seller in writing; and



 


		2.6.2	unless otherwise agreed by the Purchaser and the Seller shall include reasons for each relevant
determination.



 


		2.7	The Reporting Accountants shall act as experts and not as arbitrators and their determination of
any matter falling within their jurisdiction shall be final and binding on the Seller and the Purchaser save in the event of manifest
error (when the relevant part of their determination shall be void and the matter shall be remitted to the Reporting Accountants
for correction). In particular, their determination shall be deemed to be incorporated into the Draft Closing Statement.



 


		2.8	The expenses (including VAT) of the Reporting Accountants shall be borne as they shall direct at
the time they make any determination under paragraph 2.5.1(i) above or, failing such direction, equally between the Purchaser and
the Seller.



 


		2.9	The Seller and Purchaser shall co-operate with the Reporting Accountants and comply with their
reasonable requests made in connection with the carrying out of their duties under this Agreement. In particular the Purchaser
shall keep up-to-date and, subject to reasonable notice, make available to the Seller’s representatives, the Seller’s
accountants and the Reporting Accountants all books and records relating to the Group and access to all relevant systems relating
to the Group (as the case may be) during normal office hours as the Reporting Accountants may reasonably request during the period
from the appointment of the Reporting Accountants down to the making of the relevant determination.



 


		2.10	Nothing in this Schedule shall entitle a party or the Reporting Accountants access to any information
or document which is protected by legal professional or litigation privilege, provided that neither the Seller nor the Purchaser
shall be entitled to refuse to supply such part or parts of documents as contain only the facts on which the relevant claim or
argument is based.



 


		2.11	The Seller and the Purchaser and the Reporting Accountants shall, and shall procure that its accountants
and other advisers shall, keep all information and documents provided to them pursuant to this Schedule confidential and shall
not use the same for any purpose, except for disclosure or use in connection with the preparation of the Draft Closing




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Statement,
the proceedings of the Reporting Accountants or another matter arising out of this Agreement.


 


		3	Cash, Indebtedness and Working Capital



 


The following items shall
comprise the Final Closing Statement, all as set out in more detail in Part 2 of Schedule 3.


 


		3.1	Working Capital Items



 


		3.1.1	Accounts Receivable-Trade (net of account receivables reserves and uncollectible/doubtful receivables);



 


		3.1.2	Inventories;



 


		3.1.3	Contracts in Process;



 


		3.1.4	Accounts Payable;



 


		3.1.5	Accrued Expenses;



 


		3.1.6	Estimated Cost to Complete Long-Term Contracts;



 


		3.1.7	Accounts Receivable – Other;



 


		3.1.8	Prepaid Expenses; and



 


		3.1.9	Intercompany accounts receivable and payables.



 


		3.2	Cash



 


		3.2.1	Cash and cash equivalents (exclusive of restricted cash);



 


		3.2.2	Prepaid & Refundable income taxes;



 


		3.2.3	50% of Other Assets; and



 


		3.2.4	100% of Deferred Tax Assets.



 


		3.3	Indebtedness



 


		3.3.1	Loans (including overdrafts) and payables due to financial institutions and out-scope companies;



 


		3.3.2	Capital leases;



 


		3.3.3	Income tax payables;



 


		3.3.4	Accrued interests;



 


		3.3.5	Environmental LT liabilities (provisions);



 


		3.3.6	50% of claim reserves for the Samcheok, Cebu and Alto projects, being:



 


		(i)	in respect of the Samcheok project, line items 201 and 301 from the section entitled “Execution
Risks” and line item 11 from the section entitled “PPA reservation – Delay Risks” of document 3.2.9.47.1.2
in the Data Room;


 

		(ii)	in respect of the Cebu project, line item 13.1.8 from the section entitled “Execution Risks”
of document 3.2.9.47.1.4 in the Data Room;



    	81



    	



    

		(iii)	in respect of the Alto project, line items 2, 4 and 5 from the section entitled “Execution
Risks” and item 1 from the section entitled “Warranty Risks” of document 3.2.9.47.1.3 in the Data Room; and



 


		(iv)	in respect of all three projects, the currency figures included in the columns entitled “Current
Cost Report” of document 3.2.9.47.1.1 in the Data Room,



 


as
such line items may be updated in the Final Closing Statement;


 


		3.3.7	Unpaid transaction costs (including transaction related bonuses and advisory costs);



 


		3.3.8	Capex payable;



 


		3.3.9	Pension obligation & other post-retirement benefits;



 


		3.3.10	50% of Dilapidation Provision;



 


		3.3.11	Restructuring Reserve.



 


		3.3.12	Unpaid liability in respect of non-CFB Business.



 


		3.3.13	Retirement/severance accrual.



 


		3.3.14	Financial Instruments – Derivatives.



 


		3.4	Avoidance of double recovery



 


If Indebtedness items on
the same subject matter/project have already been taken into account, indemnification/recovery amount in case of warranty breaches
will be reduced by the same amount in order to avoid double recovery.



    	82



    	



    

EXECUTION VERSION


 



Schedule 3


 


Part 2

Form of Final Closing Statement

(Clause 9)


 


	Account #	 	Description	 	Working

Capital 	 	Cash	 	Indebtedness	 	Excluded	 	Total

$m
	2110	 	CO-Land	 	-	 	-	 	-	 	X	 	X
	2120	 	CO-Land/Yard Improvements	 	-	 	-	 	-	 	X	 	X
	2130	 	CO-Building & Improvements	 	-	 	-	 	-	 	X	 	X
	2140	 	CO-Machinery and Equipment	 	-	 	-	 	-	 	X	 	X
	2141	 	CO-Computers	 	-	 	-	 	-	 	X	 	X
	2142	 	CO-Plant Equipment	 	-	 	-	 	-	 	X	 	X
	2143	 	CO-Construction Equipment	 	-	 	-	 	-	 	X	 	X
	2144	 	CO-Other M & E	 	-	 	-	 	-	 	X	 	X
	2150	 	CO-Furniture & Fixtures	 	-	 	-	 	-	 	X	 	X
	2160	 	CO-Vehicles	 	-	 	-	 	-	 	X	 	X
	2170	 	CO-Laboratory Equipment	 	-	 	-	 	-	 	X	 	X
	2180	 	CO-Leasehold Improvements	 	-	 	-	 	-	 	X	 	X
	2198	 	CO-Appr. (Self Construct)	 	-	 	-	 	-	 	X	 	X
	2199	 	CO-Capital Lease	 	-	 	-	 	-	 	X	 	X
	2299	 	CO-LBE-Reclass	 	-	 	-	 	-	 	X	 	X
	 	 	PPA ADJUST	 	-	 	-	 	-	 	X	 	X




    	83



    	



    


	Account #	 	Description	 	Working

Capital 	 	Cash	 	Indebtedness	 	Excluded	 	Total

$m
	2100 	 	Land, Buildings and Equipment 	 	-	 	-	 	-	 	X	 	X
	2210	 	AD-Land (No Depreciation)	 	-	 	-	 	-	 	X	 	X
	2220	 	AD-Land/Yard Improvements	 	-	 	-	 	-	 	X	 	X
	2230	 	AD-Building & Improvements	 	-	 	-	 	-	 	X	 	X
	2240	 	AD-Machinery and Equipment	 	-	 	-	 	-	 	X	 	X
	2241	 	AD-Computers	 	-	 	-	 	-	 	X	 	X
	2242	 	AD-Plant Equipment	 	-	 	-	 	-	 	X	 	X
	2243	 	AD-Construction Equipment	 	-	 	-	 	-	 	X	 	X
	2244	 	AD-Other M & E	 	-	 	-	 	-	 	X	 	X
	2250	 	AD-Furniture & Fixtures	 	-	 	-	 	-	 	X	 	X
	2260	 	AD-Vehicles	 	-	 	-	 	-	 	X	 	X
	2270	 	AD-Laboratory Equipment	 	-	 	-	 	-	 	X	 	X
	2280	 	AD-Leasehold Improvements	 	-	 	-	 	-	 	X	 	X
	2199	 	AD-Capital Lease	 	-	 	-	 	-	 	X	 	X
	2299	 	AD-LBE Reclass	 	-	 	-	 	-	 	X	 	X
	 	 	PPA ADJUST	 	-	 	-	 	-	 	X	 	X
	2200	 	Accumulated Depreciation 	 	-	 	-	 	-	 	X	 	X
	 	 	Land, Buildings and Equipment, Net 	 	-	 	-	 	-	 	X	 	X
	2611	 	CIE-Goodwill -Gross	 	-	 	-	 	-	 	X	 	X
	2619	 	CIE-Amort.   -Goodwill	 	-	 	-	 	-	 	X	 	X




    	84



    	



    

	Account #	 	Description	 	Working

Capital 	 	Cash	 	Indebtedness	 	Excluded	 	Total

$m
	 	 	Goodwill 	 	-	 	-	 	-	 	X	 	X
	2511	 	INA-Invest-Subsidiaries	 	-	 	-	 	-	 	X	 	X
	2531	 	INA-Invest-Other	 	-	 	-	 	-	 	X	 	X
	2533	 	INA-Gli-A/R-Equity Companies	 	-	 	-	 	-	 	X	 	X
	 	 	Investments and Advances 	 	-	 	-	 	-	 	X	 	X
	2621	 	CIE-Trademark-Gross	 	-	 	-	 	-	 	X	 	X
	2629	 	CIE-Amort.   -Trademark	 	-	 	-	 	-	 	X	 	X
	2631	 	CIE-Patents  -Gross	 	-	 	-	 	-	 	X	 	X
	2639	 	CIE-Amort. - Patents   	 	-	 	-	 	-	 	X	 	X
	2666	 	CIE-Other - Intangibles   	 	-	 	-	 	-	 	X	 	X
	2600	 	Intangible Assets, Net 	 	-	 	-	 	-	 	X	 	X
	2311	 	NAR-Notes Rec-Long Term	 	-	 	-	 	-	 	X	 	X
	2314	 	Lease Rec-Finance Loan (PPA adj)	 	-	 	-	 	-	 	X	 	X
	2321	 	NAR-Long Term IRC	 	-	 	-	 	-	 	X	 	X
	2399	 	NAR-Reclass	 	-	 	-	 	-	 	X	 	X
	 	 	Notes, Lease & Accounts Receivable Long-Term 	 	-	 	-	 	-	 	X	 	X
	2710	 	Other Assets 	 	-	 	X	 	-	 	-	 	X
	1311	 	ART-Contracts	 	X	 	-	 	-	 	-	 	X
	1321	 	ART-Retention	 	X	 	-	 	-	 	-	 	X






    	85



    	



    



	Account #	 	Description	 	Working

Capital 	 	Cash	 	Indebtedness	 	Excluded	 	Total

$m
	1331	 	ART-Allo. Bad Debt	 	X	 	-	 	-	 	-	 	X
	1351	 	ART-Plants	 	X	 	-	 	-	 	-	 	X
	1361	 	ART-Unbilled Receivable	 	X	 	-	 	-	 	-	 	X
	1399	 	ART-Reclass	 	X	 	-	 	-	 	-	 	X
	 	 	Accounts Receivable - Trade 	 	X	 	-	 	-	 	-	 	X
	1411	 	ARO-Interco Receivable 	 	X	 	-	 	-	 	-	 	X
	1610	 	CIP-Job Cost-Labor	 	X	 	-	 	-	 	-	 	X
	1620	 	CIP-Job Cost-Material,Sub Cont	 	X	 	-	 	-	 	-	 	X
	1630	 	CIP-Job Cost-Repro,Computer	 	X	 	-	 	-	 	-	 	X
	1640	 	CIP-Job Cost-Misc Charges	 	X	 	-	 	-	 	-	 	X
	1671	 	CIP-Other-Intercompany	 	X	 	-	 	-	 	-	 	X
	1672	 	CIP-Other-Mat In Transit	 	X	 	-	 	-	 	-	 	X
	1673	 	CIP-Other-Sundry	 	X	 	-	 	-	 	-	 	X
	1681	 	CIP-Inventory-Profit Recog	 	X	 	-	 	-	 	-	 	X
	1698/1699	 	CIP-Contract Revenue	 	X	 	-	 	-	 	-	 	X
	 	 	Contracts In Progress 	 	X	 	-	 	-	 	-	 	X
	1710	 	INV-Consigned Stock	 	X	 	-	 	-	 	-	 	X
	1711	 	INV-Arcy Mfg. Co.	 	X	 	-	 	-	 	-	 	X
	1712	 	INV-Mcgregor Texas	 	X	 	-	 	-	 	-	 	X
	1721	 	INV-Finished Goods	 	X	 	 -	 	-	 	- 	 	X






    	86



    	



    



	Account #	 	Description	 	Working

Capital 	 	Cash	 	Indebtedness	 	Excluded	 	Total

$m
	1723	 	INV-Raw Materials	 	X	 	-	 	-	 	-	 	X
	1724/1725	 	INV-Raw Materials-Other	 	X	 	-	 	-	 	-	 	X
	1726	 	INV-Raw Materials-Other	 	X	 	-	 	-	 	-	 	X
	1740	 	INV-Bogalusa, LA	 	X	 	-	 	-	 	-	 	X
	 	 	Inventories 	 	X	 	-	 	-	 	-	 	X
	3311	 	AP-Trade Payable	 	X	 	-	 	-	 	-	 	X
	3312	 	AP-Retention Payable	 	X	 	-	 	-	 	-	 	X
	3313	 	AP-Material in Transit	 	X	 	-	 	-	 	-	 	X
	3314	 	AP-Other-Accts Pay	 	X	 	-	 	-	 	-	 	X
	3320	 	AP-Salaries Payable	 	X	 	-	 	-	 	-	 	X
	3330	 	AP-EE-Witholdings-Benefits	 	X	 	-	 	-	 	-	 	X
	3332	 	AP-HMO-Plans	 	X	 	-	 	-	 	-	 	X
	3333	 	AP-Blue Cross Blue Shield Pl	 	X	 	-	 	-	 	-	 	X
	3334	 	AP-EE-401K-Employee	 	X	 	-	 	-	 	-	 	X
	3335	 	AP-EE-Dental Plan	 	X	 	-	 	-	 	-	 	X
	3336	 	AP-EE Universal Life Insurance	 	X	 	-	 	-	 	-	 	X
	3339	 	AP-EE-Accidental Death	 	X	 	-	 	-	 	-	 	X
	3341	 	AP-EE-Federal Tax-Total	 	X	 	-	 	-	 	-	 	X
	3342	 	AP-EE FICA-Total	 	X	 	-	 	-	 	-	 	X






    	87



    	



    



	Account #	 	Description	 	Working

Capital 	 	Cash	 	Indebtedness	 	Excluded	 	Total

$m
	3350	 	AP-EE-Withholding State	 	X	 	-	 	-	 	-	 	X
	3351	 	AP-EE-State Income Tax-Total	 	X	 	-	 	-	 	-	 	X
	3352	 	AP-EE-SUI-Total	 	X	 	-	 	-	 	-	 	X
	3354	 	AP-EE-Disability L/T	 	X	 	-	 	-	 	-	 	X
	3362	 	AP-EE-City Withholdings Total	 	X	 	-	 	-	 	-	 	X
	3364	 	AP-EE-Country Withholdings	 	X	 	-	 	-	 	-	 	X
	3365	 	AP-EE-VAT Witholdings	 	X	 	-	 	-	 	-	 	X
	3372	 	AP-EE-FSA-Medical Costs	 	X	 	-	 	-	 	-	 	X
	3373	 	AP-EE-FSA-Dependent Care	 	X	 	-	 	-	 	-	 	X
	3374	 	AP-EE-Garnishee Wages	 	X	 	-	 	-	 	-	 	X
	3378	 	AP-EE-Plant Emp-Other	 	X	 	-	 	-	 	-	 	X
	3381	 	AP-EE-Union Dues	 	X	 	-	 	-	 	-	 	X
	3382	 	AP-EE-United Way	 	X	 	-	 	-	 	-	 	X
	3385	 	AP-EE-Misc Field Deductions	 	X	 	-	 	-	 	-	 	X
	3386	 	AP-EE-Vacation Accrual-Field	 	X	 	-	 	-	 	-	 	X
	3391	 	AP-EE-State of NJ Dept of Energy	 	X	 	-	 	-	 	-	 	X
	3391	 	AP-Other	 	X	 	-	 	-	 	-	 	X
	 	 	Accounts Payable 	 	X	 	-	 	-	 	-	 	X
	1412	 	AP-Download Intercompany	 	X	 	-	 	-	 	-	 	X
	3399	 	AP-Download IC / Reclass	 	X	 	-	 	-	 	-	 	X






    	88



    	



    



	Account #	 	Description	 	Working

Capital 	 	Cash	 	Indebtedness	 	Excluded	 	Total

$m
	 	 	Intercompany Accounts Payable 	 	X	 	-	 	-	 	-	 	X
	3611	 	ECC-Cost to Come-Overbilling 	 	X	 	-	 	-	 	-	 	X
	3711	 	ADPT-Advance Payments-Gross 	 	X	 	-	 	-	 	-	 	X
	1423	 	ARO-Claims	 	X	 	-	 	-	 	-	 	X
	1424	 	ARO-Misc	 	X	 	-	 	-	 	-	 	X
	1430	 	ARO-Other	 	X	 	-	 	-	 	-	 	X
	1431	 	ARO-Unapplied Cash	 	X	 	-	 	-	 	-	 	X
	1441	 	ARO-Employee Travel	 	X	 	-	 	-	 	-	 	X
	1442	 	ARO- Employee Notes Rec.	 	X	 	-	 	-	 	-	 	X
	1443	 	ARO-Employee Travel Contra	 	X	 	-	 	-	 	-	 	X
	1447	 	ARO-Employee Salaries	 	X	 	-	 	-	 	-	 	X
	1515	 	ARO-ST Lease Rec = Loan PPA	 	X	 	-	 	-	 	-	 	X
	1499	 	ARO-Reclass	 	X	 	-	 	-	 	-	 	X
	1421	 	ARO - Refundable deposits	 	X	 	-	 	-	 	-	 	X
	1451	 	ARO - VAT Tax	 	X	 	-	 	-	 	-	 	X
	1440	 	ARO - Employee receivables	 	X	 	-	 	-	 	-	 	X
	1421	 	ARO - Interest and other	 	X	 	-	 	-	 	-	 	X
	 	 	Accounts Receivable - Other 	 	X	 	-	 	-	 	-	 	X
	1811	 	PE-Other	 	X	 	-	 	-	 	-	 	X






    	89



    	



    



	Account #	 	Description	 	Working

Capital 	 	Cash	 	Indebtedness	 	Excluded	 	Total

$m
	1812	 	PE-Postage/Office Supplies	 	X	 	-	 	-	 	-	 	X
	1814	 	PE-Prepaid Taxes / VAT Taxes / Payroll	 	X	 	-	 	-	 	-	 	X
	1815	 	PE-Prepaid Travel	 	X	 	-	 	-	 	-	 	X
	1820	 	PE-Prepaid Insurance  	 	X	 	-	 	-	 	-	 	X
	1821	 	PE-Ins-Property	 	X	 	-	 	-	 	-	 	X
	1822	 	PE-Ins-Liability	 	X	 	-	 	-	 	-	 	X
	1823	 	PE-Prepaid Insurance-Other	 	X	 	-	 	-	 	-	 	X
	1832	 	PE-Deposits	 	X	 	-	 	-	 	-	 	X
	1851	 	PE-Prpd Rent	 	X	 	-	 	-	 	-	 	X
	1850	 	PE-Rent & Deposits accrual	 	X	 	-	 	-	 	-	 	X
	 	 	PE-Computer Expense	 	X	 	-	 	-	 	-	 	X
	 	 	PE-Finnish Standards Assoc	 	X	 	-	 	-	 	-	 	X
	 	 	PE-Misc	 	X	 	-	 	-	 	-	 	X
	 	 	PE-Property Taxes	 	X	 	-	 	-	 	-	 	X
	 	 	PE-Software and licence fees	 	X	 	-	 	-	 	-	 	X
	 	 	PE-Financial Instruments	 	X	 	-	 	-	 	-	 	X
	 	 	PE-Salaries	 	X	 	-	 	-	 	-	 	X
	 	 	PE-Reclass	 	X	 	-	 	-	 	-	 	X
	 	 	Prepaid Expenses 	 	X	 	-	 	-	 	-	 	X
	1911	 	Current DTA-State	 	-	 	X	 	-	 	-	 	X






    	90



    	



    



	Account #	 	Description	 	Working

Capital 	 	Cash	 	Indebtedness	 	Excluded	 	Total

$m
	1912	 	Current DTA-State Val Allow	 	-	 	X	 	-	 	-	 	X
	1921	 	Current DTA-Federal	 	-	 	X	 	-	 	-	 	X
	1922	 	Current DTA-Fed Val Allow	 	-	 	X	 	-	 	-	 	X
	1941	 	State of New Jersey	 	-	 	X	 	-	 	-	 	X
	1942	 	Current DTA-PPA Adj	 	-	 	X	 	-	 	-	 	X
	1930	 	PRT-Foreign Taxes	 	-	 	X	 	-	 	-	 	X
	 	 	Prepaid and Refundable Income Taxes 	 	-	 	X	 	-	 	-	 	X
	3410	 	 AE-Other State Taxes	 	X	 	-	 	-	 	-	 	X
	3412	 	 AE-Auto Sales-Use Tax	 	X	 	-	 	-	 	-	 	X
	3413	 	 AE-Other Sales-Use Tax	 	X	 	-	 	-	 	-	 	X
	3417	 	 AE-Other Foreign Tax Accrued	 	X	 	-	 	-	 	-	 	X
	3418	 	 AE-State Franchise Tax	 	X	 	-	 	-	 	-	 	X
	3420	 	 AE-Audit-Current Annual / Audit Exp	 	X	 	-	 	-	 	-	 	X
	3426	 	 AE-Audit-Prior Annual	 	X	 	-	 	-	 	-	 	X
	3430	 	 AE-ER-Other Withholding	 	X	 	-	 	-	 	-	 	X
	3434	 	 AE-ER-401k	 	X	 	-	 	-	 	-	 	X
	3442	 	 AE-ER-FICA-Total	 	X	 	-	 	-	 	-	 	X
	3443	 	 AE-ER-FUTA-Total	 	X	 	-	 	-	 	-	 	X
	3452	 	 AE-ER-SUI-Total	 	X	 	-	 	-	 	-	 	X






    	91



    	



    



	Account #	 	Description	 	Working

Capital 	 	Cash	 	Indebtedness	 	Excluded	 	Total

$m
	3453	 	 AE-ER-Disability S/T-Total	 	X	 	-	 	-	 	-	 	X
	3456	 	 AE-ER-Workers Comp Assessment	 	X	 	-	 	-	 	-	 	X
	3463	 	 AE-Legal-Accrual/Payments	 	X	 	-	 	-	 	-	 	X
	3471	 	 AE-Salaries Payable	 	X	 	-	 	-	 	-	 	X
	3472	 	 AE-Payroll Clearing	 	X	 	-	 	-	 	-	 	X
	3476	 	 AE-Workmans Comp Total	 	X	 	-	 	-	 	-	 	X
	3479	 	 AE-Other Insurance	 	X	 	-	 	-	 	-	 	X
	3480	 	 AE-Accrued Exp-Reserve	 	X	 	-	 	-	 	-	 	X
	3481	 	 AE-Other-General Reserve / IRC	 	X	 	-	 	-	 	-	 	X
	3482	 	 AE-Other-mainly Deferred Income / Utility Credit	 	X	 	-	 	-	 	-	 	X
	3483	 	 AE-Other-Special Reserve (bank fee/severance)	 	X	 	-	 	-	 	-	 	X
	3484	 	 AE-Bonus Accrual	 	X	 	-	 	-	 	-	 	X
	3485	 	 AE-Royalties	 	X	 	-	 	-	 	-	 	X
	3487	 	 AE-Restructuring Reserve	 	X	 	-	 	-	 	-	 	X
	3490	 	 AE-Accrued Exp-Other	 	X	 	-	 	-	 	-	 	X
	3911	 	 AE-Financial Instruments	 	X	 	-	 	-	 	-	 	X
	3492	 	 AE-Property Taxes	 	X	 	-	 	-	 	-	 	X
	3493	 	 AE-Subcontractors	 	X	 	-	 	-	 	-	 	X
	3494	 	 AE- Other-Real Estate-Div	 	X	 	-	 	-	 	-	 	X
	3497	 	 AE-Other	 	X	 	-	 	-	 	-	 	X






    	92



    	



    



	Account #	 	Description	 	Working

Capital 	 	Cash	 	Indebtedness	 	Excluded	 	Total

$m
	 	 	 AE-Other EE	 	X	 	-	 	-	 	-	 	X
	 	 	 AE-Accrued holidays	 	X	 	-	 	-	 	-	 	X
	 	 	 AE-Utilities	 	X	 	-	 	-	 	-	 	X
	 	 	 AE-Short term portion of Lomelina	 	X	 	-	 	-	 	-	 	X
	 	 	 AE-Leavers provision	 	X	 	-	 	-	 	-	 	X
	 	 	 AE-Retirement and other benefits	 	X	 	-	 	-	 	-	 	X
	 	 	 AE-Rent	 	X	 	-	 	-	 	-	 	X
	 	 	 AE-Consulting fee	 	X	 	-	 	-	 	-	 	X
	 	 	 AE-DPE Security fund	 	X	 	-	 	-	 	-	 	X
	 	 	 AE-Project cost accruals	 	X	 	-	 	-	 	-	 	X
	 	 	 AE-Interest payable	 	X	 	-	 	-	 	-	 	X
	 	 	 AE-R&D accrual	 	X	 	-	 	-	 	-	 	X
	 	 	 AE-IT	 	X	 	-	 	-	 	-	 	X
	3499	 	 AE-Other-Reclass	 	X	 	-	 	-	 	-	 	X
	 	 	Accrued Expenses 	 	X	 	-	 	-	 	-	 	X
	2811	 	 DTA-L/T-State Taxes	 	-	 	X	 	-	 	-	 	X
	2812	 	 DTA-L/T-State Tax Allowance	 	-	 	X	 	-	 	-	 	X
	2821	 	 DTA-L/T-Federal Taxes	 	-	 	X	 	-	 	-	 	X
	2822	 	 DTA-L/T-Federal Tax Allowance	 	-	 	X	 	-	 	-	 	X






    	93



    	



    



	Account #	 	Description	 	Working

Capital 	 	Cash	 	Indebtedness	 	Excluded	 	Total

$m
	2831	 	 DTA-L/T-Foreign Taxes	 	-	 	X	 	-	 	-	 	X
	 	 	Deferred Income Tax Asset 	 	-	 	X	 	-	 	-	 	X
	4511	 	 DTL-L/T-State Taxes	 	-	 	-	 	-	 	X	 	X
	4512	 	 DTL-L/T-State Taxes ALLOW	 	-	 	-	 	-	 	X	 	X
	4521	 	 DTL-L/T-Federal Taxes	 	-	 	-	 	-	 	X	 	X
	4522	 	 DTL-L/T-Fed Val A	 	-	 	-	 	-	 	X	 	X
	4531	 	 DTL-L/T-Foreign Taxes	 	-	 	-	 	-	 	X	 	X
	4541	 	 DTL-PPA ADJUST	 	-	 	-	 	-	 	X	 	X
	 	 	Deferred Income Taxes 	 	-	 	-	 	-	 	X	 	X
	3811	 	 IT-Current-State Tax	 	-	 	-	 	X	 	-	 	X
	3821	 	 IT-Current-Federal Tax	 	-	 	-	 	X	 	-	 	X
	3822	 	 IT-Federal Valuation Allowance	 	-	 	-	 	X	 	-	 	X
	3831	 	 IT-Current-Foreign Tax	 	-	 	-	 	X	 	-	 	X
	 	 	Income Taxes 	 	-	 	-	 	X	 	-	 	X
	4859	 	L/T liab for uncertain taxes 	 	-	 	-	 	X	 	-	 	X
	4831	 	Pension Benefits 	 	-	 	-	 	X	 	-	 	X
	4741	 	Postr-Liab-FAS 106 	 	-	 	-	 	X	 	-	 	X
	4811	 	OLT-Liab-Other	 	-	 	-	 	-	 	X	 	X
	4816	 	OLT-Environmental Reserve	 	-	 	-	 	-	 	X	 	X
	4819	 	OLT-Environmental Reserve	 	-	 	-	 	-	 	X	 	X






    	94



    	



    



	Account #	 	Description	 	Working

Capital 	 	Cash	 	Indebtedness	 	Excluded	 	Total

$m
	 	 	OLT-Deferred items	 	-	 	 	 	X	 	-	 	X
	4863	 	PPA - DILAPIDATIONS	 	-	 	-	 	X	 	-	 	X
	4864	 	PPA - UNFAVORABLE LEASES	 	-	 	-	 	-	 	X	 	X
	4819	 	PPA - ENVIRONMENTAL	 	-	 	-	 	X	 	-	 	X
	4842	 	PPA - MATERIAL DISPUTES	 	-	 	-	 	-	 	X	 	X
	4842	 	PPA - CONTRACT ADJUST DEC2015	 	-	 	-	 	X	 	-	 	X
	 	 	Other Long-Term Liabilities 	 	-	 	-	 	X	 	X	 	X
	1111	 	Cash In Bank-Functional	 	-	 	X	 	-	 	-	 	X
	1112	 	Cash in Bank-Non-Functional	 	-	 	X	 	-	 	-	 	X
	1120	 	Petty Cash Total	 	-	 	X	 	-	 	-	 	X
	1132	 	Cash-Payroll PNC	 	-	 	X	 	-	 	-	 	X
	1141	 	Cash-Field Offices / Branch	 	-	 	X	 	-	 	-	 	X
	1142	 	Cash-District Offices	 	-	 	X	 	-	 	-	 	X
	1143	 	Cash-Project	 	-	 	X	 	-	 	-	 	X
	1231	 	STI- Money Market Accounts	 	-	 	X	 	-	 	-	 	X
	1241	 	STI-Other S/T Investments	 	-	 	X	 	-	 	-	 	X
	 	 	Cash and Equivalents 	 	-	 	X	 	-	 	-	 	X
	1182	 	Restricted Cash 	 	-	 	-	 	X	 	-	 	X
	1511	 	INRS-Interco S/T Notes Rec 	 	-	 	-	 	X	 	-	 	X






    	95



    	



    



	Account #	 	Description	 	Working

Capital 	 	Cash	 	Indebtedness	 	Excluded	 	Total

$m
	2411	 	INRL-Interco Notes Rec L/T 	 	-	 	-	 	X	 	-	 	X
	3511	 	INPS-Interco S/T Notes Payable 	 	-	 	-	 	X	 	-	 	X
	4311	 	INPL-Interco L/T Notes Payable 	 	-	 	-	 	X	 	-	 	X
	3199	 	CILD-Reclass 	 	-	 	-	 	X	 	-	 	X
	4811	 	Capital Lease Obligation 	 	-	 	-	 	X	 	-	 	X
	 	 	Loan (including overdrafts) and payables due to financial institutions and out-scope companies 	 	-	 	-	 	X	 	-	 	X
	 	 	Accrued interests  	 	-	 	-	 	X	 	-	 	X
	 	 	Claim reserves for known disputes (Sch 3 Part 1 3.3.6) 	 	-	 	-	 	X	 	-	 	X
	 	 	Capex payable 	 	-	 	-	 	X	 	-	 	X
	 	 	Unpaid liability in respect of non-CFB Business 	 	-	 	-	 	X	 	-	 	X
	 	 	Unpaid Transaction Costs 	 	-	 	-	 	X	 	-	 	X
	 	 	Total 	 	X	 	X	 	X	 	X	 	X






    	96



    	



    

EXECUTION VERSION


 


Schedule 3


 


Part 3

Working Capital Adjustment

(Clause 9)


 


	 	US$
	Working Capital	[●]
	Base Working Capital	(73,400,000)
	Working Capital Adjustment	[●]




    	97



    	



    

EXECUTION VERSION


 


Schedule 3


 


Part 4

Reference Balance Sheet


 


	Reported
    Balance Sheet	 	 	 	 	 	 	Group
    	FW
    	 	CFB
    	 	 	 	 	 
	Account #	Description	Equip
    

    Consulting +

    NAP	China	Finland	Poland	Europe
    

    BV	BV	Eliminations	CFB	 	$m	 	Working

    Capital 	Cash	Indebtedness	Intercompany	Tax	Provisions	Excluded	Total

    $m	 	Balance
    Sheet Line Item
	2110	CO-Land	 	 	 	 	 	 	 	1,064,160	 	1.1	 	-	-	-	-	-	-	1.1	1.1	 	Land, Buildings and Equipment, Net
	2120	CO-Land/Yard Improvements	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Land, Buildings and Equipment, Net
	2130	CO-Building & Improvements	 	 	 	 	 	 	 	4,861,554	 	4.9	 	-	-	-	-	-	-	4.9	4.9	 	Land, Buildings and Equipment, Net
	2140	CO-Machinery and Equipment	 	 	 	 	 	 	 	 	 	-	 	-	-	-	-	-	-	-	-	 	Land, Buildings and Equipment, Net
	2141	CO-Computers	 	 	 	 	 	 	 	1,355,505	 	1.4	 	-	-	-	-	-	-	1.4	1.4	 	Land, Buildings and Equipment, Net
	2142	CO-Plant Equipment	 	 	 	 	 	 	 	5,833,185	 	5.8	 	-	-	-	-	-	-	5.8	5.8	 	Land, Buildings and Equipment, Net
	2143	CO-Construction Equipment	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Land, Buildings and Equipment, Net
	2144	CO-Other M & E	 	 	 	 	 	 	 	3,689,606	 	3.7	 	-	-	-	-	-	-	3.7	3.7	 	Land, Buildings and Equipment, Net
	2150	CO-Furniture & Fixtures	 	 	 	 	 	 	 	490,185	 	0.5	 	-	-	-	-	-	-	0.5	0.5	 	Land, Buildings and Equipment, Net
	2160	CO-Vehicles	 	 	 	 	 	 	 	568,653	 	0.6	 	-	-	-	-	-	-	0.6	0.6	 	Land, Buildings and Equipment, Net
	2170	CO-Laboratory Equipment	 	 	 	 	 	 	 	487,336	 	0.5	 	-	-	-	-	-	-	0.5	0.5	 	Land, Buildings and Equipment, Net
	2180	CO-Leasehold Improvements	 	 	 	 	 	 	 	207,032	 	0.2	 	-	-	-	-	-	-	0.2	0.2	 	Land, Buildings and Equipment, Net
	2198	CO-Appr. (Self Construct)	 	 	 	 	 	 	 	139,738	 	0.1	 	-	-	-	-	-	-	0.1	0.1	 	Land, Buildings and Equipment, Net
	2199	CO-Capital Lease	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Land, Buildings and Equipment, Net
	2299	CO-LBE-Reclass	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Land, Buildings and Equipment, Net
	 	PPA ADJUST	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Land, Buildings and Equipment, Net
	2100 	Land, Buildings and Equipment 	8,726	1,394,818	10,906,274	6,387,135	-	-	-	18,696,953	 	18.7	 	-	-	-	-	-	-	18.7	18.7	 	Land, Buildings and Equipment, Net
	2210	AD-Land (No Depreciation)	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Land, Buildings and Equipment, Net
	2220	AD-Land/Yard Improvements	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Land, Buildings and Equipment, Net
	2230	AD-Building & Improvements	 	 	 	 	 	 	 	(1,301,435)	 	(1.3)	 	-	-	-	-	-	-	(1.3)	(1.3)	 	Land, Buildings and Equipment, Net




    	98



    	



    

	Reported
    Balance Sheet	 	 	 	 	 	 	Group
    	FW
    	 	CFB
    	 	 	 	 	 
	Account #	Description	Equip
    

    Consulting +

    NAP	China	Finland	Poland	Europe
    

    BV	BV	Eliminations	CFB	 	$m	 	Working

    Capital 	Cash	Indebtedness	Intercompany	Tax	Provisions	Excluded	Total

    $m	 	Balance
    Sheet Line Item
	2240	AD-Machinery and Equipment	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Land, Buildings and Equipment, Net
	2241	AD-Computers	 	 	 	 	 	 	 	(842,808)	 	(0.8)	 	-	-	-	-	-	-	(0.8)	(0.8)	 	Land, Buildings and Equipment, Net
	2242	AD-Plant Equipment	 	 	 	 	 	 	 	(1,874,811)	 	(1.9)	 	-	-	-	-	-	-	(1.9)	(1.9)	 	Land, Buildings and Equipment, Net
	2243	AD-Construction Equipment	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Land, Buildings and Equipment, Net
	2244	AD-Other M & E	 	 	 	 	 	 	 	(1,091,342)	 	(1.1)	 	-	-	-	-	-	-	(1.1)	(1.1)	 	Land, Buildings and Equipment, Net
	2250	AD-Furniture & Fixtures	 	 	 	 	 	 	 	(223,786)	 	(0.2)	 	-	-	-	-	-	-	(0.2)	(0.2)	 	Land, Buildings and Equipment, Net
	2260	AD-Vehicles	 	 	 	 	 	 	 	(226,780)	 	(0.2)	 	-	-	-	-	-	-	(0.2)	(0.2)	 	Land, Buildings and Equipment, Net
	2270	AD-Laboratory Equipment	 	 	 	 	 	 	 	(315,869)	 	(0.3)	 	-	-	-	-	-	-	(0.3)	(0.3)	 	Land, Buildings and Equipment, Net
	2280	AD-Leasehold Improvements	 	 	 	 	 	 	 	(66,091)	 	(0.1)	 	-	-	-	-	-	-	(0.1)	(0.1)	 	Land, Buildings and Equipment, Net
	2199	AD-Capital Lease	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Land, Buildings and Equipment, Net
	2299	AD-LBE Reclass	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Land, Buildings and Equipment, Net
		PPA ADJUST	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Land, Buildings and Equipment, Net
	2200	Accumulated Depreciation 	(8,726)	(535,680)	(3,437,919)	(1,960,596)	-	-	-	(5,942,923)	 	(5.9)	 	-	-	-	-	-	-	(5.9)	(5.9)	 	Land, Buildings and Equipment, Net
	 	Land, Buildings and Equipment, Net 	-	859,138	7,468,354	4,426,539	-	-	-	12,754,030	 	12.8	 	-	-	-	-	-	-	12.8	12.8	 	Land, Buildings and Equipment, Net
	2611	CIE-Goodwill -Gross	 	 	 	 	 	 	 	 	 	-	 	-	-	-	-	-	-	-	-	 	Goodwill
	2619	CIE-Amort.   -Goodwill	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Goodwill
	 	Goodwill 	-	1,306,579	2,235,094	-	44,643,032	329,307,640	(48,184,637)	329,307,708	 	329.3	 	-	-	-	-	-	-	329.3	329.3	 	Goodwill
	2511	INA-Invest-Subsidiaries	 	22,350,000	651	165,623	3,604,288	119,266,733	(78,854,998)	66,532,297	 	66.5	 	-	-	-	-	-	-	66.5	66.5	 	Investments and Advances
	2531	INA-Invest-Other	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Investments and Advances
	2533	INA-Gli-A/R-Equity Companies	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Investments and Advances
	 	Investments and Advances 	-	22,350,000	651	165,623	3,604,288	119,266,733	(78,854,998)	66,532,297	 	66.5	 	-	-	-	-	-	-	66.5	66.5	 	Investments and Advances
	2621	CIE-Trademark-Gross	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Intangible Assets, Net
	2629	CIE-Amort.   -Trademark	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Intangible Assets, Net
	2631	CIE-Patents  -Gross	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Intangible Assets, Net
	2639	CIE-Amort. - Patents   	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Intangible Assets, Net



    	99



    	



    

	Reported
    Balance Sheet	 	 	 	 	 	 	Group
    	FW
    	 	CFB
    	 	 	 	 	 
	Account #	Description	Equip
    

    Consulting +

    NAP	China	Finland	Poland	Europe
    

    BV	BV	Eliminations	CFB	 	$m	 	Working

    Capital 	Cash	Indebtedness	Intercompany	Tax	Provisions	Excluded	Total

    $m	 	Balance
    Sheet Line Item
	2666	CIE-Other - Intangibles   	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Intangible Assets, Net
	2600	Intangible Assets, Net 	-	511,749	2,949,954	-	-	-	-	3,461,703	-	3.5	 	-	-	-	-	-	-	3.5	3.5	 	Intangible Assets, Net
	2311	NAR-Notes Rec-Long Term	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Notes & Accounts Receivable Long Term
	2314	Lease Rec-Finance Loan (PPA adj)	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	 	Notes & Accounts Receivable Long Term
	2321	NAR-Long Term IRC	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Notes & Accounts Receivable Long Term
	2399	NAR-Reclass	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Notes & Accounts Receivable Long Term
	 	Notes, Lease & Accounts Receivable Long-Term 	-	-	-	-	-	-	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Notes & Accounts Receivable Long Term
	2710	Other Assets 	-	679,539	116,305	17,013	-	-	-	812,857	 	0.8	 	-	-	-	-	-	-	0.8	0.8	 	Licences and Other Long Term Assets
	1311	ART-Contracts	12,880,051	8,155,500	24,605,319	3,651,279	 	 	 	49,292,149	 	49.3	 	49.3	-	-	-	-	-	-	49.3	 	Accounts Receivable Trade
	1321	ART-Retention	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Accounts Receivable Trade
	1331	ART-Allo. Bad Debt	 	(1,577,380)	(871,622)	(7,899)	 	 	 	(2,456,901)	 	(2.5)	 	(2.5)	-	-	-	-	-	-	(2.5)	 	Accounts Receivable Trade
	1351	ART-Plants	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Accounts Receivable Trade
	1361	ART-Unbilled Receivable	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Accounts Receivable Trade
	1399	ART-Reclass	 	-	-	 	-	-	-	-	 	-	 	-	-	-	-	-	-	-	-	 	Accounts Receivable Trade
	 	Accounts Receivable - Trade 	12,880,051	6,578,120	23,733,697	3,643,381	-	-	-	46,835,248	 	46.8	 	46.8	-	-	-	-	-	-	46.8	 	Accounts Receivable Trade
	1411	ARO-Interco Receivable 	200,000	1,814,707	5,292,128	751,025	5,760	1,083,238	(2,204,500)	6,942,358	 	6.9	 	6.9	-	-	-	-	-	-	6.9	 	Intercompany Accounts Receivable
	1610	CIP-Job Cost-Labor	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Contracts in Process
	1620	CIP-Job Cost-Material,Sub Cont	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Contracts in Process
	1630	CIP-Job Cost-Repro,Computer	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Contracts in Process
	1640	CIP-Job Cost-Misc Charges	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Contracts in Process
	1671	CIP-Other-Intercompany	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Contracts in Process
	1672	CIP-Other-Mat In Transit	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Contracts in Process
	1673	CIP-Other-Sundry	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Contracts in Process
	1681	CIP-Inventory-Profit Recog	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Contracts in Process
	1698/1699	CIP-Contract Revenue	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Contracts in Process
	 	Contracts In Progress 	13,573	28,539,695	918,530	7,572,983	-	-	1	37,044,782	 	37.0	 	37.0	-	-	-	-	-	-	37.0	 	Contracts in Process
	1710	INV-Consigned Stock	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Inventories



    	100



    	



    

	Reported
    Balance Sheet	 	 	 	 	 	 	Group
    	FW
    	 	CFB
    	 	 	 	 	 
	Account #	Description	Equip
    

    Consulting +

    NAP	China	Finland	Poland	Europe
    

    BV	BV	Eliminations	CFB	 	$m	 	Working

    Capital 	Cash	Indebtedness	Intercompany	Tax	Provisions	Excluded	Total

    $m	 	Balance
    Sheet Line Item
	1711	INV-Arcy Mfg. Co.	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Inventories
	1712	INV-Mcgregor Texas	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Inventories
	1721	INV-Finished Goods	 	19,899	 	 	 	 	 	19,899	 	0.0	 	0.0	-	-	-	-	-	-	0.0	 	Inventories
	1723	INV-Raw Materials	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Inventories
	1724/1725	INV-Raw Materials-Other	 	483,614	945,470	2,905,047	 	 	 	4,334,131	 	4.3	 	4.3	-	-	-	-	-	-	4.3	 	Inventories
	1726	INV-Raw Materials-Other	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Inventories
	1740	INV-Bogalusa, LA	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Inventories
	 	Inventories 	-	503,513	945,470	2,905,047	-	-	-	4,354,030	 	4.4	 	4.4	-	-	-	-	-	-	4.4	 	Inventories
	3311	AP-Trade Payable	(236,433)	(17,442,451)	(7,023,928)	(10,779,519)	 	 	 	(35,482,331)	 	(35.5)	 	(35.5)	-	-	-	-	-	-	(35.5)	 	Accounts Payable
	3312	AP-Retention Payable	 	 	 	(1,642,447)	 	 	 	(1,642,447)	 	(1.6)	 	(1.6)	-	-	-	-	-	-	(1.6)	 	Accounts Payable
	3313	AP-Material in Transit	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Accounts Payable
	3314	AP-Other-Accts Pay	 	(118,875)	2,099,452	(859,143)	 	 	 	1,121,434	 	1.1	 	1.1	-	-	-	-	-	-	1.1	 	Accounts Payable
	3320	AP-Salaries Payable	 	(439,460)	 	(62,113)	 	 	 	(501,573)	 	(0.5)	 	(0.5)	-	-	-	-	-	-	(0.5)	 	Accounts Payable
	3330	AP-EE-Witholdings-Benefits	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Accounts Payable
	3332	AP-HMO-Plans	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Accounts Payable
	3333	AP-Blue Cross Blue Shield Pl	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Accounts Payable
	3334	AP-EE-401K-Employee	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Accounts Payable
	3335	AP-EE-Dental Plan	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Accounts Payable
	3336	AP-EE Universal Life Insurance	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Accounts Payable
	3339	AP-EE-Accidental Death	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Accounts Payable
	3341	AP-EE-Federal Tax-Total	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Accounts Payable
	3342	AP-EE FICA-Total	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Accounts Payable
	3350	AP-EE-Withholding State	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Accounts Payable
	3351	AP-EE-State Income Tax-Total	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Accounts Payable
	3352	AP-EE-SUI-Total	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Accounts Payable
	3354	AP-EE-Disability L/T	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Accounts Payable
	3362	AP-EE-City Withholdings Total	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Accounts Payable
	3364	AP-EE-Country Withholdings	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Accounts Payable
	3365	AP-EE-VAT Witholdings	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Accounts Payable



    	101



    	



    

	Reported
    Balance Sheet	 	 	 	 	 	 	Group
    	FW
    	 	CFB
    	 	 	 	 	 
	Account #	Description	Equip
    

    Consulting +

    NAP	China	Finland	Poland	Europe
    

    BV	BV	Eliminations	CFB	 	$m	 	Working

    Capital 	Cash	Indebtedness	Intercompany	Tax	Provisions	Excluded	Total

    $m	 	Balance
    Sheet Line Item
	3372	AP-EE-FSA-Medical Costs	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Accounts Payable
	3373	AP-EE-FSA-Dependent Care	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Accounts Payable
	3374	AP-EE-Garnishee Wages	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Accounts Payable
	3378	AP-EE-Plant Emp-Other	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Accounts Payable
	3381	AP-EE-Union Dues	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Accounts Payable
	3382	AP-EE-United Way	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Accounts Payable
	3385	AP-EE-Misc Field Deductions	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Accounts Payable
	3386	AP-EE-Vacation Accrual-Field	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Accounts Payable
	3391	AP-EE-State of NJ Dept of Energy	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Accounts Payable
	3391	AP-Other	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Accounts Payable
	 	Accounts Payable 	(236,433)	(18,000,786)	(4,924,476)	(13,343,222)	-	-	-	(36,504,917)	-	(36.5)	 	(36.5)	-	-	-	-	-	-	(36.5)	 	Accounts Payable
	1412	AP-Download Intercompany	(968,298)	(8,923,241)	(3,036,095)	(1,502,754)	-	-	2,204,499	(12,225,889)	 	(12.2)	 	(12.2)	-	-	-	-	-	-	(12.2)	 	Intercompany Accounts Payable
	3399	AP-Download IC / Reclass	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Intercompany Accounts Payable
	 	Intercompany Accounts Payable 	(968,298)	(8,923,241)	(3,036,095)	(1,502,754)	-	-	2,204,499	(12,225,889)	-	(12.2)	 	(12.2)	-	-	-	-	-	-	(12.2)	 	Intercompany Accounts Payable
	3611	ECC-Cost to Come-Overbilling 	(31,490,694)	(26,042,163)	(59,800,842)	(8,980,145)	-	 	 	(126,313,844)	 	(126.3)	 	(126.3)	-	-	-	-	-	-	(126.3)	 	Estimated costs to complete
	3711	ADPT-Advance Payments-Gross 	-	-	-	-	-	-	 	 	 	-	 	-	-	-	-	-	-	-	-	 	Advance payments by customers
	1423	ARO-Claims	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Accounts Receivable-Other/Net Operating Losses
	1424	ARO-Misc	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Accounts Receivable-Other/Net Operating Losses
	1430	ARO-Other	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Accounts Receivable-Other/Net Operating Losses
	1431	ARO-Unapplied Cash	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Accounts Receivable-Other/Net Operating Losses
	1441	ARO-Employee Travel	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Accounts Receivable-Other/Net Operating Losses
	1442	ARO- Employee Notes Rec.	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Accounts Receivable-Other/Net Operating Losses
	1443	ARO-Employee Travel Contra	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Accounts Receivable-Other/Net Operating Losses
	1447	ARO-Employee Salaries	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Accounts Receivable-Other/Net Operating Losses
	1515	ARO-ST Lease Rec = Loan PPA	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Accounts Receivable-Other/Net Operating Losses
	1499	ARO-Reclass	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Accounts Receivable-Other/Net Operating Losses
	1421	ARO - Refundable deposits	 	20,865	 	 	 	 	 	20,865	 	0.0	 	0.0	-	-	-	-	-	-	0.0	 	Accounts Receivable-Other/Net Operating Losses
	1451	ARO - VAT Tax	 	8,693,826	(1,523,522)	1,123,722	 	 	 	8,294,026	 	8.3	 	8.3	-	-	-	-	-	-	8.3	 	Accounts Receivable-Other/Net Operating Losses
	1440	ARO - Employee receivables	 	63,229	19,592	-	 	 	 	82,821	 	0.1	 	0.1	-	-	-	-	-	-	0.1	 	Accounts Receivable-Other/Net Operating Losses



    	102



    	



    

	Reported
    Balance Sheet	 	 	 	 	 	 	Group
    	FW
    	 	CFB
    	 	 	 	 	 
	Account #	Description	Equip
    

    Consulting +

    NAP	China	Finland	Poland	Europe
    

    BV	BV	Eliminations	CFB	 	$m	 	Working

    Capital 	Cash	Indebtedness	Intercompany	Tax	Provisions	Excluded	Total

    $m	 	Balance
    Sheet Line Item
	1421	ARO - Interest and other	8,632	987,639	16,393	-	-	-	-	1,012,664	 	1.0	 	1.0	-	-	-	-	-	-	1.0	 	Accounts Receivable-Other/Net Operating Losses
	 	Accounts Receivable - Other 	8,632	9,765,559	(1,487,537)	1,123,722	-	-	-	9,410,376	 	9.4	 	9.4	-	-	-	-	-	-	9.4	 	Accounts Receivable-Other/Net Operating Losses
	1811	PE-Other	 	-	385,530	72	 	 	 	385,603	 	0.4	 	0.4	-	-	-	-	-	-	0.4	 	Prepaid Expenses
	1812	PE-Postage/Office Supplies	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Prepaid Expenses
	1814	PE-Prepaid Taxes / VAT Taxes / Payroll	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	 	Prepaid Expenses
	1815	PE-Prepaid Travel	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Prepaid Expenses
	1820	PE-Prepaid Insurance  	 	24,584	1,575,770	36,428	 	 	 	1,636,783	 	1.6	 	1.6	-	-	-	-	-	-	1.6	 	Prepaid Expenses
	1821	PE-Ins-Property	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Prepaid Expenses
	1822	PE-Ins-Liability	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Prepaid Expenses
	1823	PE-Prepaid Insurance-Other	 	49,944	-	62,726	 	 	 	112,670	 	0.1	 	0.1	-	-	-	-	-	-	0.1	 	Prepaid Expenses
	1832	PE-Deposits	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Prepaid Expenses
	1851	PE-Prpd Rent	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Prepaid Expenses
	1850	PE-Rent & Deposits accrual	 	121,932	105,582	 	 	 	 	227,514	 	0.2	 	0.2	-	-	-	-	-	-	0.2	 	Prepaid Expenses
	 	PE-Computer Expense	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Prepaid Expenses
	 	PE-Finnish Standards Assoc	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Prepaid Expenses
	 	PE-Misc	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Prepaid Expenses
	 	PE-Property Taxes	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Prepaid Expenses
	 	PE-Software and licence fees	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Prepaid Expenses
	 	PE-Financial Instruments	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Prepaid Expenses
	 	PE-Salaries	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Prepaid Expenses
	 	PE-Reclass	 	 	 	 	 	 	-	-	 	-	 	-	-	-	-	-	-	-	-	 	Prepaid Expenses
	 	Prepaid Expenses 	-	196,460	2,066,883	99,227	-	-	-	2,362,569	 	2.4	 	2.4	-	-	-	-	-	-	2.4	 	Prepaid Expenses
	1911	Current DTA-State	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Prepaid & Refundable Income Taxes
	1912	Current DTA-State Val Allow	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Prepaid & Refundable Income Taxes
	1921	Current DTA-Federal	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Prepaid & Refundable Income Taxes
	1922	Current DTA-Fed Val Allow	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Prepaid & Refundable Income Taxes
	1941	State of New Jersey	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Prepaid & Refundable Income Taxes
	1942	Current DTA-PPA Adj	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Prepaid & Refundable Income Taxes



    	103



    	



    

	Reported Balance Sheet	 	 	 	 	 	 	Group 	FW
    	 	CFB
    	 	 	 	 	 
	Account #	Description	Equip
    

    Consulting +

    NAP	China	Finland	Poland	Europe
    

    BV	BV	Eliminations	CFB	 	$m	 	Working

    Capital 	Cash	Indebtedness	Intercompany	Tax	Provisions	Excluded	Total

    $m	 	Balance Sheet
    Line Item
	1930	PRT-Foreign Taxes	16,275	3,607,683	1,926,167	771,174	 	 	 	6,321,299	 	6.3	 	6.3	-	-	-	-	-	-	6.3	 	Prepaid & Refundable Income Taxes
	 	Prepaid and Refundable Income Taxes 	16,275	3,607,683	1,926,167	771,174	-	-	-	6,321,299	 	6.3	 	6.3	-	-	-	-	-	-	6.3	 	Prepaid & Refundable Income Taxes
	3410	AE-Other State Taxes	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Accrued Expenses
	3412	AE-Auto Sales-Use Tax	 	(3,077)	 	 	 	 	 	(3,077)	 	(0.0)	 	(0.0)	-	-	-	-	-	-	(0.0)	 	Accrued Expenses
	3413	AE-Other Sales-Use Tax	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Accrued Expenses
	3417	AE-Other Foreign Tax Accrued	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Accrued Expenses
	3418	AE-State Franchise Tax	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Accrued Expenses
	3420	AE-Audit-Current Annual / Audit Exp	(836)	(94,852)	(139,548)	(48,833)	(22,841)	 	(306,910)	 	(0.3)	 	(0.3)	-	-	-	-	-	-	(0.3)	 	Accrued Expenses
	3426	AE-Audit-Prior Annual	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Accrued Expenses
	3430	AE-ER-Other Withholding	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Accrued Expenses
	3434	AE-ER-401k	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Accrued Expenses
	3442	AE-ER-FICA-Total	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Accrued Expenses
	3443	AE-ER-FUTA-Total	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Accrued Expenses
	3452	AE-ER-SUI-Total	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Accrued Expenses
	3453	AE-ER-Disability S/T-Total	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Accrued Expenses
	3456	AE-ER-Workers Comp Assessment	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Accrued Expenses
	3463	AE-Legal-Accrual/Payments	 	 	(16,300)	 	 	 	 	(16,300)	 	(0.0)	 	(0.0)	-	-	-	-	-	-	(0.0)	 	Accrued Expenses
	3471	AE-Salaries Payable	 	(102,614)	(5,022,493)	(156,128)	 	 	 	(5,281,235)	 	(5.3)	 	(5.3)	-	-	-	-	-	-	(5.3)	 	Accrued Expenses
	3472	AE-Payroll Clearing	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Accrued Expenses
	3476	AE-Workmans Comp Total	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Accrued Expenses
	3479	AE-Other Insurance	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Accrued Expenses
	3480	AE-Accrued Exp-Reserve	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Accrued Expenses
	3481	AE-Other-General Reserve / IRC	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Accrued Expenses
	3482	AE-Other-mainly Deferred Income / Utility Credit	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Accrued Expenses
	3483	AE-Other-Special Reserve (bank fee/severance)	(18,494)	(85,970)	 	 	 	(104,464)	 	(0.1)	 	(0.1)	-	-	-	-	-	-	(0.1)	 	Accrued Expenses
	3484	AE-Bonus Accrual	 	(437,211)	(103,951)	(199,548)	 	 	 	(740,710)	 	(0.7)	 	(0.7)	-	-	-	-	-	-	(0.7)	 	Accrued Expenses
	3485	AE-Royalties	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Accrued Expenses
	3487	AE-Restructuring Reserve	 	(156,000)	 	 	 	 	 	(156,000)	 	(0.2)	 	(0.2)	-	-	-	-	-	-	(0.2)	 	Accrued Expenses



    	104



    	



    

	Reported
    Balance Sheet	 	 	 	 	 	 	Group
    	FW
    	 	CFB
    	 	 	 	 	 
	Account #	Description	Equip
    

    Consulting +

    NAP	China	Finland	Poland	Europe
    

    BV	BV	Eliminations	CFB	 	$m	 	Working

    Capital 	Cash	Indebtedness	Intercompany	Tax	Provisions	Excluded	Total

    $m	 	Balance
    Sheet Line Item
	3490	AE-Accrued Exp-Other	 	(19,394)	(20,966)	 	 	 	 	(40,360)	 	(0.0)	 	(0.0)	-	-	-	-	-	-	(0.0)	 	Accrued Expenses
	3911	AE-Financial Instruments	 	(4,501,463)	 	(274,849)	 	 	 	(4,776,312)	 	(4.8)	 	(4.8)	-	-	-	-	-	-	(4.8)	 	Accrued Expenses
	3492	AE-Property Taxes	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Accrued Expenses
	3493	AE-Subcontractors	 	(9,826)	 	 	 	 	 	(9,826)	 	(0.0)	 	(0.0)	-	-	-	-	-	-	(0.0)	 	Accrued Expenses
	3494	AE- Other-Real Estate-Div	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Accrued Expenses
	3497	AE-Other	 	(174,747)	(25,011)	(8,222)	 	 	 	(207,980)	 	(0.2)	 	(0.2)	-	-	-	-	-	-	(0.2)	 	Accrued Expenses
	 	AE-Other EE	 	 	(464,789)	 	 	 	 	(464,789)	 	(0.5)	 	(0.5)	-	-	-	-	-	-	(0.5)	 	Accrued Expenses
	 	AE-Accrued holidays	 	 	(166,777)	 	 	 	 	(166,777)	 	(0.2)	 	(0.2)	-	-	-	-	-	-	(0.2)	 	Accrued Expenses
	 	AE-Utilities	 	(21,388)	(126,090)	 	 	 	 	(147,478)	 	(0.1)	 	(0.1)	-	-	-	-	-	-	(0.1)	 	Accrued Expenses
	 	AE-Short term portion of Lomelina	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Accrued Expenses
	 	AE-Leavers provision	 	 	 	(169,120)	 	 	 	(169,120)	 	(0.2)	 	(0.2)	-	-	-	-	-	-	(0.2)	 	Accrued Expenses
	 	AE-Retirement and other benefits	 	 	(51,413)	(499,707)	 	 	 	(551,120)	 	(0.6)	 	(0.6)	-	-	-	-	-	-	(0.6)	 	Accrued Expenses
	 	AE-Rent	 	(113,889)	 	 	 	 	 	(113,889)	 	(0.1)	 	(0.1)	-	-	-	-	-	-	(0.1)	 	Accrued Expenses
	 	AE-Consulting fee	 	(55,863)	(48,422)	 	 	 	 	(104,285)	 	(0.1)	 	(0.1)	-	-	-	-	-	-	(0.1)	 	Accrued Expenses
	 	AE-DPE Security fund	 	(63,823)	 	 	 	 	 	(63,823)	 	(0.1)	 	(0.1)	-	-	-	-	-	-	(0.1)	 	Accrued Expenses
	 	AE-Project cost accruals	 	(97,148)	 	 	 	 	 	(97,148)	 	(0.1)	 	(0.1)	-	-	-	-	-	-	(0.1)	 	Accrued Expenses
	 	AE-Interest payable	 	(57,236)	 	 	 	 	 	(57,236)	 	(0.1)	 	(0.1)	-	-	-	-	-	-	(0.1)	 	Accrued Expenses
	 	AE-R&D accrual	 	 	(139,575)	 	 	 	 	(139,575)	 	(0.1)	 	(0.1)	-	-	-	-	-	-	(0.1)	 	Accrued Expenses
	 	AE-IT	 	(90,710)	(65,629)	 	 	 	 	(156,339)	 	(0.2)	 	(0.2)	-	-	-	-	-	-	(0.2)	 	Accrued Expenses
	3499	AE-Other-Reclass	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Accrued Expenses
	 	Accrued Expenses 	(836)	(6,017,735)	(6,476,934)	(1,356,407)	(22,841)	-	-	(13,874,754)	 	(13.9)	 	(13.9)	-	-	-	-	-	-	(13.9)	 	Accrued Expenses
	2811	DTA-L/T-State Taxes	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Deferred Income Tax Asset



    	105



    	



    

	Reported
    Balance Sheet	 	 	 	 	 	 	Group
    	FW
    	 	CFB
    	 	 	 	 	 
	Account #	Description	Equip
    

    Consulting +

    NAP	China	Finland	Poland	Europe
    

    BV	BV	Eliminations	CFB	 	$m	 	Working

    Capital 	Cash	Indebtedness	Intercompany	Tax	Provisions	Excluded	Total

    $m	 	Balance
    Sheet Line Item
	2812	DTA-L/T-State Tax Allowance	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Deferred Income Tax Asset
	2821	DTA-L/T-Federal Taxes	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Deferred Income Tax Asset
	2822	DTA-L/T-Federal Tax Allowance	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Deferred Income Tax Asset
	2831	DTA-L/T-Foreign Taxes	 	537,723	3,297,451	1,716,520	 	 	 	5,551,694	 	5.6	 	-	-	-	-	5.6	-	-	5.6	 	Deferred Income Tax Asset
	 	Deferred Income Tax Asset 	-	537,723	3,297,451	1,716,520	-	-	-	5,551,694	 	5.6	 	-	-	-	-	5.6	-	-	5.6	 	Deferred Income Tax Asset
	4511	DTL-L/T-State Taxes	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Deferred Income Tax liability
	4512	DTL-L/T-State Taxes ALLOW	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Deferred Income Tax liability
	4521	DTL-L/T-Federal Taxes	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Deferred Income Tax liability
	4522	DTL-L/T-Fed Val A	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Deferred Income Tax liability
	4531	DTL-L/T-Foreign Taxes	 	(1,464,878)	176,860	-	 	 	 	(1,288,018)	 	(1.3)	 	-	-	-	-	(1.3)	-	-	(1.3)	 	Deferred Income Tax liability
	4541	DTL-PPA ADJUST	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Deferred Income Tax liability
	 	Deferred Income Taxes 	-	(1,464,878)	176,860	-	-	-	-	(1,288,018)	 	(1.3)	 	-	-	-	-	(1.3)	-	-	(1.3)	 	Deferred Income Tax liability
	3811	IT-Current-State Tax	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Income Taxes
	3821	IT-Current-Federal Tax	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Income Taxes
	3822	IT-Federal Valuation Allowance	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Income Taxes
	3831	IT-Current-Foreign Tax	(31,988)	(3,156,025)	6,560	(13,542)	-	(184,556)	 	(3,379,551)	 	(3.4)	 	-	-	-	-	(3.4)	-	-	(3.4)	 	Income Taxes
	 	Income Taxes 	(31,988)	(3,156,025)	6,560	(13,542)	-	(184,556)	-	(3,379,551)	 	(3.4)	 	-	-	-	-	(3.4)	-	-	(3.4)	 	Income Taxes
	4859	L/T liab for uncertain taxes 	-	-	-	-	-	-	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Liabilities for uncertain taxes
	4831	Pension Benefits 	-	-	(3,324,572)	-	-	-	 	(3,324,572)	 	(3.3)	 	-	-	-	-	-	(3.3)	-	(3.3)	 	Pension benefits
	4741	Postr-Liab-FAS 106 	-	(193,119)	 	-	-	-	 	(193,119)	 	(0.2)	 	-	-	-	-	-	(0.2)	-	(0.2)	 	Post retirement & other employee benefits
	4811	OLT-Liab-Other	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Other long term liabilities
	4816	OLT-Environmental Reserve	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Other long term liabilities
	4819	OLT-Environmental Reserve	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Other long term liabilities
	 	OLT-Deferred items	 	 	(1,306,443)	(18,232)	-	-	1,306,443	(18,232)	 	(0.0)	 	-	-	-	-	-	(0.0)	-	(0.0)	 	Other long term liabilities
	4863	PPA - DILAPIDATIONS	 	(486,284)	(3,743,086)	(11,411)	 	 	 	(4,240,781)	 	(4.2)	 	-	-	-	-	-	(4.2)	-	(4.2)	 	Other long term liabilities
	4864	PPA - UNFAVORABLE LEASES	 	 	(175,521.21)	 	 	 	 	(175,521)	 	(0.2)	 	-	-	-	-	-	-	(0.2)	(0.2)	 	Other long term liabilities



    	106



    	



    

	Reported
    Balance Sheet	 	 	 	 	 	 	Group
    	FW
    	 	CFB
    	 	 	 	 	 
	Account #	Description	Equip
    

    Consulting +

    NAP	China	Finland	Poland	Europe
    

    BV	BV	Eliminations	CFB	 	$m	 	Working

    Capital 	Cash	Indebtedness	Intercompany	Tax	Provisions	Excluded	Total

    $m	 	Balance
    Sheet Line Item
	4819	PPA - ENVIRONMENTAL	 	 	(3,699,852)	 	 	 	 	(3,699,852)	 	(3.7)	 	-	-	-	-	-	(3.7)	-	(3.7)	 	Other long term liabilities
	4842	PPA - MATERIAL DISPUTES	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Other long term liabilities
	4842	PPA - CONTRACT ADJUST DEC2015	 	 	(1,435,005)	 	 	 	 	(1,435,005)	 	(1.4)	 	-	-	-	-	-	(1.4)	-	(1.4)	 	Other long term liabilities
	 	Other Long-Term Liabilities 	-	(486,284)	(10,359,907)	(29,643)	-	-	1,306,443	(9,569,391)	 	(9.6)	 	-	-	-	-	-	(9.4)	(0.2)	(9.6)	 	Other long term liabilities
	1111	Cash In Bank-Functional	 	11,964,416	11,123,139	10,127,240	6,364	101,920	 	33,323,080	 	33.3	 	-	33.3	-	-	-	-	-	33.3	 	Cash and Cash Equivalents
	1112	Cash in Bank-Non-Functional	399,739.00	8,016,082	3,951	4,888,884	-	-	 	13,308,657	 	13.3	 	-	13.3	-	-	-	-	-	13.3	 	Cash and Cash Equivalents
	1120	Petty Cash Total	 	7,381	840	 	 	 	 	8,221	 	0.0	 	-	0.0	-	-	-	-	-	0.0	 	Cash and Cash Equivalents
	1132	Cash-Payroll PNC	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Cash and Cash Equivalents
	1141	Cash-Field Offices / Branch	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Cash and Cash Equivalents
	1142	Cash-District Offices	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Cash and Cash Equivalents
	1143	Cash-Project	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Cash and Cash Equivalents
	1231	STI- Money Market Accounts	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Cash and Cash Equivalents
	1241	STI-Other S/T Investments	 	 	 	 	 	 	 	-	 	-	 	-	-	-	-	-	-	-	-	 	Cash and Cash Equivalents
	 	Cash and Equivalents 	399,739	19,987,880	11,127,930	15,016,125	6,364	101,920	-	46,639,958	 	46.6	 	-	46.6	-	-	-	-	-	46.6	 	Cash and Cash Equivalents
	1182	Restricted Cash 	-	33	-	20,972	-	-	 	21,006	 	0.0	 	-	0.0	-	-	-	-	-	0.0	 	Restricted Cash
	1511	INRS-Interco S/T Notes Rec 	197,472	30,216,340	26,075,814	7,316,855	1,060,595	21,132,737	-	85,999,812	 	86.0	 	-	-	-	86.0	-	-	-	86.0	 	Intercompany Receivables / Payables, net
	2411	INRL-Interco Notes Rec L/T 	-	-	23,083,885	-	-	-	-	23,083,885	 	23.1	 	-	-	-	23.1	-	-	-	23.1	 	Intercompany Receivables / Payables, net
	3511	INPS-Interco S/T Notes Payable 	-	(6,981,193)	-	-	-	-	-	(6,981,193)	 	(7.0)	 	-	-	-	(7.0)	-	-	-	(7.0)	 	Intercompany Receivables / Payables, net
	4311	INPL-Interco L/T Notes Payable 	(4,516,765)	 	 	-	-	-	-	(4,516,765)	 	(4.5)	 	-	-	-	(4.5)	-	-	-	(4.5)	 	Intercompany Receivables / Payables, net
	3199	CILD-Reclass 	-	 	(411,864)	-	 	-	 	(411,864)	 	(0.4)	 	-	-	(0.4)	-	-	-	-	(0.4)	 	Current Installments on LT Capital Lease
	4811	Capital Lease Obligation 	-	-	(8,613,819)	-	-	-	 	(8,613,819)	 	(8.6)	 	-	-	(8.6)	-	-	-	-	(8.6)	 	Capital lease obligation
	 	Total 	 	 	 	 	 	 	 	 	 	460.2	 	(75.6)	46.7	(9.0)	97.6	0.9	(12.9)	412.7	460.2	 	 



 


NWC reclassifications and perimeter



    	107



    	



    

 


	Reported
    Balance Sheet	 	 	 	 	 	 	Group
    	FW
    	 	CFB
    	 	 	 	 	 
	Account #	Description	Equip
    

    Consulting +

    NAP	China	Finland	Poland	Europe
    

    BV	BV	Eliminations	CFB	 	$m	 	Working

    Capital 	Cash	Indebtedness	Intercompany	Tax	Provisions	Excluded	Total

    $m	 	Balance
    Sheet Line Item
	 	adjustments	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1)	Prepaid & Refundable Income Taxes	 	 	 	 	 	 	 	 	 	 	(6.3)	6.3	-	-	-	-	-	-	 
	2)	Intercompany Accounts Receivable	 	 	 	 	 	 	 	 	 	 	(6.9)	-	-	6.9	-	-	-	-	 
	3)	Intercompany Accounts Payable	 	 	 	 	 	 	 	 	 	 	 	12.2	-	-	(12.2)	-	-	-	-	 	 
	4)	Power Machinery recharges	 	 	 	 	 	 	 	 	 	 	 	(7.1)	-	-	-	-	-	-	(7.1)	 	 
	5)	IT recharges	 	 	 	 	 	 	 	 	 	 	 	(0.3)	-	-	-	-	-	-	(0.3)	 	 
	6)	Perimeter Adjustment - Thailand contracts	 	 	 	 	 	 	 	 	 	(7.5)	(1.1)	-	-	-	-	-	(8.6)	 	 
	7)	Perimeter adjustment - Rio Turbio	 	 	 	 	 	 	 	 	 	 	 	(0.7)	(0.4)	-	-	-	-	-	(1.1)	 	 
	8)	Perimeter adjustment - Essar Salaya	 	 	 	 	 	 	 	 	 	1.7	-	-	-	-	-	-	1.7	 	 
	9)	Restructuring Reserve - Asia	 	 	 	 	 	 	 	 	 	 	 	0.2	-	(0.2)	-	-	-	-	-	 	 
	10)	PPA - Project	 	 	 	 	 	 	 	 	 	 	 	-	-	-	-	-	-	-	-	 	 
	11)	PPA - Deven release	 	 	 	 	 	 	 	 	 	 	 	-	-	-	-	-	-	-	-	 	 
	12)	PPA - Mong Duong release	 	 	 	 	 	 	 	 	 	 	 	-	-	-	-	-	-	-	-	 	 
	13)	PPA - Romanian VAT reserve	 	 	 	 	 	 	 	 	 	 	 	2.4	-	-	-	-	-	(2.4)	-	 	 
	14)	PPA - Samcheok Accounts Receivable	 	 	 	 	 	 	 	 	 	 	-	-	-	-	-	-	-	-	 
	15)	Retirement accrual - Poland	 	 	 	 	 	 	 	 	 	 	 	0.5	-	(0.5)	-	-	-	-	-	 	 
	16)	Tax reserve - Poland and China	 	 	 	 	 	 	 	 	 	 	 	0.1	-	(0.1)	-	-	-	-	-	 	 
	17)	Financial Instruments - Derivatives	 	 	 	 	 	 	 	 	 	 	 	4.5	-	(4.5)	-	-	-	-	-	 	 
	18)	Lomellina	 	 	 	 	 	 	 	 	 	 	 	-	-	-	-	-	-	-	-	 	 
	19)	Thai Binh accounts payable adjustment	 	 	 	 	 	 	 	 	 	0.2	-	-	-	-	-	-	0.2	 	 
	 	Total working capital adjustments	 	 	 	 	 	 	 	 	 	(7.0)	4.8	(5.3)	(5.3)	-	-	(2.4)	(15.2)	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Cash and indebtedness reclassifications
    and perimeter adjustments	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Restricted cash	 	 	 	 	 	 	 	 	 	 	 	-	(0.0)	-	-	-	-	0.0	-	 	 
	 	Environmental LT liabilities	 	 	 	 	 	 	 	 	 	 	 	-	-	(3.7)	-	-	3.7	-	-	 	 
	 	Pension Benefits	 	 	 	 	 	 	 	 	 	 	 	-	-	(3.3)	-	-	3.3	-	-	 	 
	 	Postr-Liab-FAS 106	 	 	 	 	 	 	 	 	 	 	 	-	-	(0.2)	-	-	0.2	 	-	 	 
	 	Capital leases	 	 	 	 	 	 	 	 	 	 	 	-	-	(1.4)	-	-	1.4	-	-	 	 
	 	Other LT liabilities	 	 	 	 	 	 	 	 	 	 	 	-	-	(0.0)	-	-	0.0	 	-	 	 



    	108



    	



    

	Reported
    Balance Sheet	 	 	 	 	 	 	Group
    	FW
    	 	CFB
    	 	 	 	 	 
	Account #	Description	Equip
    

    Consulting +

    NAP	China	Finland	Poland	Europe
    

    BV	BV	Eliminations	CFB	 	$m	 	Working

    Capital 	Cash	Indebtedness	Intercompany	Tax	Provisions	Excluded	Total

    $m	 	Balance
    Sheet Line Item
	 	Dilapidations provisions	 	 	 	 	 	 	 	 	 	 	 	-	-	(2.1)	-	-	4.2	(2.1)	-	 	 
	 	Income taxes payable	 	 	 	 	 	 	 	 	 	 	 	-	-	(3.4)	-	3.4	-	-	-	 	 
	 	Income Taxes Payable (Rio Turbio adj)	 	 	 	 	 	 	 	 	 	-	-	0.0	-	-	-	-	0.0	 	 
	 	Long term liability for uncertain tax	 	 	 	 	 	 	 	 	 	 	 	-	-	-	-	-	-	-	-	 	 
	 	Deferred Tax	 	 	 	 	 	 	 	 	 	 	 	-	5.6	-	-	(4.3)	-	(1.3)	-	 	 
	 	Other Assets	 	 	 	 	 	 	 	 	 	 	 	-	0.4	-	-	-	-	(0.4)	-	 	 
	 	Intercompany	 	 	 	 	 	 	 	 	 	 	 	-	-	92.3	(92.3)	-	-	-	-	 	 
	 	Loan (including overdrafts) and payables due to financial institutions and out-scope companies	 	 	 	 	 	 	 	 	 	 	 	-	-	-	-	-	-	-	-	 	 
	 	Accrued interest	 	 	 	 	 	 	 	 	 	 	 	-	-	-	-	-	-	-	-	 	 
	 	Claim reserves for known disputes (Sch 3 Part 1 3.3.6)	 	 	 	 	 	 	 	 	-	-	(4.4)	-	-	-	-	(4.4)	 	 
	 	Capex payable	 	 	 	 	 	 	 	 	 	 	 	-	-	-	-	-	-	-	-	 	 
	 	Unpaid liability in respect of non-CFB Business	 	 	 	 	 	 	 	 	 	-	-	-	-	-	-	-	-	 	 
	 	Unpaid Transaction Costs	 	 	 	 	 	 	 	 	 	 	 	-	-	-	-	-	-	-	-	 	 
	 	Reference Balance Sheet	 	 	 	 	 	 	 	 	 	  	 	(82.7)	57.4	59.5	-	-	-	406.5	440.7	 	 




    	109



    	



    

EXECUTION VERSION


 


Schedule 4-A

Warranties given by the Guarantor under Clause 10.1


 


		1	Authority and Capacity



 


		1.1	Incorporation



 


The Guarantor is validly existing
and a company duly incorporated under the law of its jurisdiction of incorporation.


 


		1.2	Authority to enter into Transaction Documents



 


		1.2.1	The Guarantor has the legal right and full power and authority to enter into and perform this Agreement
and the other Transaction Documents to be executed by it.



 


		1.2.2	The documents referred to in paragraph 1.2.1 above will, when executed, constitute valid and binding
obligations on the Guarantor in accordance with their respective terms.



 


		1.3	Authorisation



 


		1.3.1	The Guarantor has taken or will have taken by Closing all corporate action required by it to authorise
it to enter into and perform this Agreement and the other Transaction Documents to be executed by it.



 


		1.3.2	Guarantor is not required to obtain any Governmental Authorisations in connection with the execution,
delivery or performance of this Agreement or other Transaction Documents.



 


		2	Insolvency etc.



 


		2.1.1	The Guarantor is not insolvent or unable to pay its debts as they fall due.



 


		2.1.2	There are no proceedings in relation to any compromise or arrangement with creditors or any winding
up, bankruptcy or other insolvency proceedings concerning Guarantor or any Affiliate of Guarantor which may adversely affect the
ability of the Guarantor to comply with the Transaction Documents.



 


		2.1.3	No steps have been taken to enforce any security over any assets of Guarantor or any Affiliate
of Guarantor which may adversely affect the ability of the Guarantor to comply with the Transaction Documents.








    	110



    	



    



Schedule 4

Warranties given by the Seller under Clause 10.1


 


		1	Corporate Information



 


		1.1	The Shares and the Group Companies



 


		1.1.1	The Seller:



 


		(i)	is the sole legal and beneficial owner of the Shares; and



 


		(ii)	has the right to exercise all voting and other rights over the Shares.



 


		1.1.2	The Shares comprise the whole of the issued share capital of the Company, have been properly and
validly issued and are each fully paid.



 


		1.1.3	The shareholders specified in Schedule 1:



 


		(i)	are the sole legal and beneficial owners of the shares in the Subsidiaries; and



 


		(ii)	have the right to exercise all voting and other rights over such shares.



 


		1.1.4	The shareholders specified in Annexure A of the Pre-Closing Reorganisation Plan are the sole legal
and beneficial owners of the shares in the NewCos as of the Closing Date.



 


		1.1.5	The shares in the Subsidiaries, as set out in Schedule 1, comprise the whole of the issued share
capital of the Subsidiaries, have been properly and validly issued and each are fully paid. As of the Closing Date, the shares
in the NewCos have been properly and validly issued and each are fully paid at the time of Closing.



 


		1.1.6	No person has the right (whether exercisable now or in the future and whether contingent or not)
to call for the conversion, issue, registration, sale or transfer or repayment of any share capital or any other security giving
rise to a right over, or an interest in, the capital of any Group Company under any option, agreement or other arrangement (including
conversion rights and rights of pre-emption).



 


		1.1.7	There are no Encumbrances on the shares in any Group Company.



 


		1.1.8	All Third Party Consents for the transfer of the Shares have been obtained by Closing.



 


		1.1.9	The Shares and the shares in the Group Companies have not been and are not listed or traded on
any stock exchange or regulated market.



 


		1.1.10	As of the date hereof, the ownership structure of the Company and the Subsidiaries set forth in
Schedule 1 is true and accurate and as of the Closing Date the ownership structure of the Group Companies set forth in Schedule
1 and, in respect of the NewCos only, Annexure A of the Pre-Closing Reorganisation Plan, are true and accurate.



 


		1.1.11	The particulars contained in Schedule 1 are true and accurate and as of the Closing Date the particulars
contained in Schedule 1 and Annexure A of the Pre-Closing Reorganisation Plan are true and accurate.







    	111



    	



    

		1.2	Constitutional Documents, Corporate registers and minute books



 


The constitutional documents
set forth in folders 3.1.2.3, 3.1.5.1, 3.1.5.3, 3.1.5.3.1, 3.1.5.4, 3.2.9.31.1.28, 3.2.9.31.1.29, 3.1.2.3.15.1 and 3.2.9.31.1 of
the Data Room are true and accurate copies of the constitutional documents of the Group Companies (other than the NewCos) and as
of the Closing Date the documents disclosed after the date hereof to the Purchaser as the constitutional documents of the NewCos
are true and accurate copies of the constitutional documents of the NewCos and there have not been and are not any breaches by
any Group Company of its constitutional documents.


 


		2	General



 


		2.1	Authority and Capacity



 


		2.1.1	Each of the Seller and the Group Companies is validly existing and is a company duly incorporated
under the law of its jurisdiction of incorporation.



 


		2.1.2	The Seller has the legal right and full power and authority to enter into and perform this Agreement
and the other Transaction Documents to be executed by it.



 


		2.1.3	The documents referred to in paragraph 2.1.2 above, when executed, constitute valid and binding
obligations on the Seller, in accordance with their respective terms.



 


		2.1.4	The Seller has taken by Closing all corporate action required by it to authorise it to enter into
and to perform this Agreement and the other Transaction Documents to be executed by it.



 


		2.2	Governmental Authorisations



 


None of the Seller and the Seller’s
Group is required to obtain any Governmental Authorisations in connection with the execution, delivery or performance of this Agreement
or other Transaction Documents except for the competition law clearance to be obtained from the Competition Authority in the Philippines.


 


		3	Accounts



 


		3.1	Latest Accounts



 


Each of the Accounts:


 


		3.1.1	have been prepared in respect of the CFB Business in accordance with IFRS as of the respective
reference dates therefor and for the periods covered thereby; and



 


		3.1.2	are fair and not misleading and accurately state the assets and liabilities of the CFB Business
as at the relevant reference dates and the profits or losses of the CFB Business for the periods concerned.



 


Each of the Individual Accounts:


 


		3.1.3	have been prepared in accordance with the applicable generally accepted accounting principles;
and



 


		3.1.4	are fair and not misleading and accurately state the assets and liabilities of the Group Companies
as at the relevant reference dates and the profits or losses of the Group Companies for the period concerned.




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		3.2	No Undisclosed Liabilities 



 


		3.2.1	So far as the Seller is aware, there are no Liabilities of the CFB Business incurred after the
Accounts Date, other than (i) those which are incurred in the ordinary course of business consistent with past practice since the
Accounts Date and would not, individually or in the aggregate, have a material adverse effect on the CFB Business and (ii) those
which are incurred in accordance with the Pre-Closing Reorganisation or otherwise in accordance with this Agreement.



 


		3.2.2	So far as the Seller is aware, there are no Liabilities of each of the Group Companies (other than
the NewCos) incurred after the Accounts Date, other than (i) those which are incurred in the ordinary course of business consistent
with past practice since the reference date of the most recent Individual Account pertaining to it and would not, individually
or in the aggregate, have a material adverse effect on the CFB Business and (ii) those which are incurred in accordance with the
Pre-Closing Reorganisation or otherwise in accordance with this Agreement.



 


		3.2.3	So far as the Seller is aware, there are no Liabilities of each of the NewCos except for (i) those
which have been transferred to it in accordance with the Pre-Closing Reorganisation, (ii) those which are incurred in the ordinary
course of business consistent with past practice since the date of its incorporation and would not, individually or in the aggregate,
have a material adverse effect on the CFB Business and (iii) those which have been incurred in accordance with the Pre-Closing
Reorganisation or otherwise in accordance with this Agreement.



 


		3.3	Off-Balance Sheet Financing



 


No Group Company
has engaged in any financing of a type which would not be required to be shown or reflected in the Accounts.


 


		3.4	NewCos



 


Other than any activities or
actions taken pursuant to or in connection with the Pre-Closing Reorganisation Plan, the NewCos have not, since the date of their
incorporation, engaged in any trading activities.


 


		4	Business



 


		4.1	Sufficiency



 


		4.1.1	General



 


As of the Closing Date, the
assets (including all Intellectual Property Rights), personnel, contracts, technology and other business infrastructure owned by
the Group to be effectively transferred to the Purchaser by virtue of (i) undertaking the transactions to give effect to the Pre-Closing
Reorganisation; and (ii) the transfer of the Shares pursuant to the terms of this Agreement, together with the benefits and rights
granted under the Transitional Services Agreement and the Transitional Trade Mark Licence,
comprise all of the assets (including all Intellectual Property Rights), personnel, contracts, technology and other business
infrastructure that are sufficient to carry on the CFB Business in the manner in,
and to the extent to, which it is conducted by the Seller’s Group. 



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		4.1.2	Intellectual Property Rights



 


Without
limiting paragraph 4.1.1 above, as of the Closing Date: (i) the Owned Business IPR, (ii) the rights granted under the Licences-in,
and (iii) the rights granted under the Transitional Trade Mark Licence, comprise all the Intellectual Property Rights (excluding
any relating to Business IT) that are sufficient to carry on the CFB Business in the manner in, and to the extent to, which it
is conducted by the Seller’s Group.


 


		4.1.3	Pre-Closing Reorganisation



 


As
of the Closing Date, the Pre-Closing Reorganisation has been conducted in compliance with Applicable Laws and has been carried
out in accordance with the Pre-Closing Reorganisation Plan. For the avoidance of doubt:


 


		(i)	as of the date hereof, except for the Non-Transferring Assets, the Group Companies do not have
any assets that are not primarily used by the CFB Business and as of the Closing Date, all the Non-Transferring Assets
including the shares of the China Manufacturing Joint Venture, Wuhan Chang Long Power Boiler Company Ltd., Amec Foster Wheeler
Energia S.L.U. and Amec Foster Wheeler Consulting Poland Sp. z.o.o. have been assigned into the ownership of the Seller’s
Group in accordance with the Pre-Closing Reorganisation Plan;



 


		(ii)	as of the date hereof, except for the assets to be transferred pursuant to the Pre-Closing Reorganisation
Plan and assets for the Aftermarket Services Business, the Seller’s Group does not have any assets that are primarily used
by the CFB Business and as of the Closing Date, all the assets to be transferred pursuant to the Pre-Closing Reorganisation Plan
have been assigned into the ownership of the relevant Group Company in accordance with the Pre-Closing Reorganisation Plan;



 


		(iii)	as of the date hereof, there are no contracts with the clients of the CFB Business that are not
fully performed (“CFB Clients Contracts”) to which any member of the Retained Group is a party other
than those included in the Transferring Contracts and as of the Closing Date, all the Transferring Contracts have been assigned
to the relevant Group Company in accordance with the Pre-Closing Reorganisation Plan except to the extent any Third Party Consent
necessary for such assignment has not been obtained;



 


		(iv)	as of the date hereof, there are no contracts to which any Group Company is a party that are not
fully performed and are not relevant to the conduct of the CFB Business other than the Non-Transferring Contracts and as of the
Closing Date, all the Non-Transferring Contracts have been assigned to the relevant member of the Retained Group in accordance
with the Pre-Closing Reorganisation Plan except to the extent any Third Party Consent necessary for such assignment has not been
obtained;



 


		(v)	as of the Closing Date, each Transfer Employee has been transferred
to the relevant Group Company in accordance with the Pre-Closing Reorganisation Plan except to the extent any Third Party Consent
from




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such
employees necessary under Applicable law for such transfer has not been obtained; and


 


		(vi)	as of the Closing Date, the Company does not have any subsidiaries
other than the companies listed in paragraph 2 of Schedule 1 and the NewCos and no member of the Seller’s Group conducts
the CFB Business other than the Group Companies.



 


		4.2	No Other Business



 


As of the Closing Date, none
of the Group Companies are engaged in any business other than the CFB Business except in respect of (i) the leasing of the Properties
listed in folders 3.1.10.1.1 and 3.1.10.1.2 of the Data Room, such lists being true, accurate and not misleading lists of such
Properties; and (ii) the operations of “service centres” and “service corners” relating to the business
carried out by Group Companies as a service centre or service corner for general aftermarket power plant maintenance work, and
do not have any liabilities or contingencies in connection with or arising from the Non-CFB Business (including liabilities or
contingencies related to Asbestos as to which the provisions of Part 1 of Schedule 6 shall apply).


 


		4.3	Absence of Certain Changes, Events and Conditions.



 


Since the Accounts Date, and
other than in the ordinary course of business consistent with past practice, there has not been, with respect to the CFB Business
or the Group Companies, any event, occurrence or development that has had, or could reasonably be expected to have, individually
or in the aggregate, a material adverse effect on the Group Companies or the CFB Business, other than any event listed in paragraphs
(i) to (vi) of the definition of “Material Adverse Effect”.


 


		4.4	Projects



 


The Material Projects comprise
all of the ongoing projects for the customers of the CFB Business, of which the contract price exceeds US$5 million, and the particulars
of such Material Projects set out in folders 3.2.5 and 3.2.5.1.2 of the Data Room (other than any forecasts) are true and accurate.
Particulars of the projected revenue streams from the Material Projects set out in folders 3.2.5, 3.2.5.1.2 and 3.2.5.1.3
of the Data Room were prepared in good faith and the Seller is not aware at the date of this Agreement of any fact or circumstance
that means such projections are unreasonable. There has not been any event, occurrence or development in relation to a Material
Project which is likely to lead to a material adverse effect on the revenue to the Group from such Material Project (whether due
to a material delay in completion of any such Material Project or otherwise), other than any event listed in paragraphs (i) to
(vi) of the definition of “Material Adverse Effect”.


 


		5	Financial Obligations



 


		5.1	Financial Facilities



 


Details of (i) all financial
facilities (including loans, bonds and hedging instruments), in each case exceeding US$1 million, outstanding or available to the
Group Companies; (ii) all securities, guarantees, indemnities and other similar assurances against financial loss given by or binding
upon the Seller or any member of the Retained Group relevant to the CFB Business; and (iii) all securities, guarantees, indemnities
and other similar assurances against financial loss given by or binding upon a Group Company in relation to the



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Retained Group are provided
in folders 3.1.9, 3.1.9.1.1.2 (Bonding), 3.1.9.2.1.1 (Parent Company Guarantees), 3.1.9.3.1 (FX Hedging), 3.1.9.4 and 3.1.9.5 of
the Data Room and such details are true and accurate.


 


		5.2	Guarantees



 


Other than in the ordinary course
of business consistent with past practice, there is no outstanding guarantee, indemnity, or other security or arrangement having
an effect equivalent to the granting of security given:


 


		5.2.1	by any Group Company; or



 


		5.2.2	for the benefit of any Group Company.



 


		6	Assets



 


		6.1	The Properties



 


The Properties comprise all
of the premises, buildings, land or other property rights owned, occupied or otherwise used by the Group Companies and all of the
premises, buildings, land or other property rights owned, occupied or otherwise used by any member of the Retained Group that are
relevant to the CFB Business as of the date hereof and the particulars of the Properties set out in folders 3.1.10, 3.1.10.2.6,
3.1.10.1.1 and 3.1.10.1.2 (CFB Leased/Owned Properties) and 3.1.10.3.1 (Residential Leases paid by CFB Companies for Expatriate
Personnel) of the Data Room (including the owner, occupant or user of the relevant Properties) are true and accurate.


 


		6.2	Ownership and Use of Assets



 


		6.2.1	All assets that are treated as “owned assets” in the September 2016 balance sheet within
the Accounts or acquired by any of the Group Companies since the Accounts Date or the relevant reference date therefor, as the
case may be, other than any assets disposed of or realised in the ordinary course of business consistent with the past practice,
and excepting rights and retention of title arrangements arising by operation of law in the ordinary course of business consistent
with the past practice:



 


		(i)	are owned by the Group Companies;



 


		(ii)	are, where capable of possession, in the possession or under the control of the relevant Group
Company; and



 


		(iii)	free from Encumbrances.



 


		6.2.2	Each of the Group Companies has a right to lawfully use all the assets (including, if applicable,
properties but excluding any Intellectual Property Rights) used but not owned by it.



 


		6.2.3	All tangible assets with a value over US$200,000 and which are owned or used by the Group Companies
or for conducting the CFB Business are, subject to normal wear and tear, in good repair and condition and in reasonable working
order having regard to their age and use.




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		7	Intellectual Property Rights 



 


		7.1	The CFB Business IPR comprises:



 


		7.1.1	the Owned Patents listed in Part A of Schedule 11, legally and beneficially owned by: (i) at the
date of this Agreement, a member of the Retained Group; and (ii) on Closing, Amec Foster Wheeler Energia Oy;



 


		7.1.2	the Owned Patents listed in Part B of Schedule 11, legally and beneficially owned by Amec Foster
Wheeler Energia Oy at the date of this Agreement;



 


		7.1.3	the Owned Trade Marks listed in Schedule 11, legally and beneficially owned by Amec Foster Wheeler
Energia Oy at the date of this Agreement;



 


		7.1.4	the Transferring Non-Registered IP, legally and beneficially owned by: (i) at the date of this
Agreement, a member of the Retained Group; and (ii) on Closing, Amec Foster Wheeler Energia Oy;



 


		7.1.5	all Non-Registered IP that is legally and beneficially owned by Amec Foster Wheeler Energia Oy
or any other Group Company at the date of this Agreement;



 


		7.1.6	the rights granted under the Licences-in; and



 


		7.1.7	the rights granted under the Transitional Trade Mark Licence.



 


		7.2	The Owned Business IPR:



 


		7.2.1	is or, in the case of the Owned Patents listed in Part A of Schedule 11 and the Transferring Non-Registered
IP, will on the Closing Date be, legally and beneficially owned by a Group Company; and



 


		7.2.2	is not subject to any Encumbrance or any licence or authority in favour of another, except: (i)
those licences which are disclosed in Section B of Part 1 of Schedule 9 and the Licences-out; and (ii) in respect of the Licensed-back
Intellectual Property only, licences granted by members of the Retained Group for use of the Licensed-back Intellectual Property
in respect of products other than CFB Products and any businesses other than business relating to the CFB Products.



 


		7.3	No member of the Seller’s Group has assigned or licensed to a third party any Intellectual
Property Rights owned, or previously owned, by a member of the Seller’s Group such as to enable any such third party assignee
or licensee to prevent the Purchaser’s Group from exploiting the CFB Products in the manner in which they are exploited at
Closing or in the twelve (12) months immediately prior to Closing. Without limiting the foregoing, no member of the Seller’s
Group has assigned to a third party any Intellectual Property Rights protecting the CFB Products within the 12-month period immediately
preceding the date of this Agreement.



 


		7.4	Schedule 11 lists complete and accurate details of all Registered IP that is used, or Intended
To Be Used, in relation to any CFB Product or has been filed to protect any aspect of any CFB Product, in each case, that are owned
by a member of the Seller’s Group as of the date of this Agreement (excluding any Seller Trade Mark), and at the date of
this Agreement no member of the Seller’s Group owns any Registered IP (excluding any Seller Trade Mark) that: (i) is used,
or Intended To Be Used, in relation to any CFB Product; or (ii) has been filed to protect any aspect of any CFB Product, other
than the Owned Registered IPR, and on the Closing Date no member of the Seller’s Group owns any Registered IP (excluding
any Seller Trade Mark) that: (i) is used, or Intended To Be




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Used, in relation
to any CFB Product; or (ii) has been filed to protect any aspect of any CFB Product.


 


		7.5	No member of the Retained Group owns on the Closing Date any: (i) CFB Exclusive Non-Registered
IP; or (ii) any Non-Registered IP that is used, or Intended To Be Used, in relation to any CFB Product, in each case, that is not
Transferring Non-Registered IP, and no member of the Retained Group, as of the Closing Date, is in possession of any tangible embodiment
of any CFB Exclusive Non-Registered IP except for the Seller and those Affiliates of the Seller notified to the Purchaser pursuant
to Clause 5.7.9.



 


		7.6	In respect of the Owned Registered IPR:



 


		7.6.1	all fees which are due, and steps which are required, for their maintenance, renewal, prosecution
and protection have been paid and taken;



 


		7.6.2	no registrations or applications for registration are the subject of any action or proceedings
(actual or threatened) for amendment, opposition, revocation, cancellation or invalidity; and



 


		7.6.3	so far as Seller is aware, all Owned Registered IPR is valid and in full force and effect.



 


		7.7	Data Room Document 3.1.18.41.1 lists true, accurate and not misleading details of certain documents
and manuals embodying, or otherwise setting out, Know-how, and proprietary software applications (in all cases in human readable
source code save where expressly identified in Data Room Document 3.1.18.41.1 as being third party licensed-in software), used
by the CFB Business prior to the Closing Date (the “CFB Know-how Materials”). The Intellectual Property
Rights that protect the CFB Know-how Materials form part of the Owned Business IPR save where expressly identified in Data Room
Document 3.1.18.41.1 as being a third party licensed-in right. These CFB Know-how Materials comprise all the Know-how that has
been recorded in document form, and all proprietary software applications, that are used, or Intended To Be Used, in relation to
any CFB Product that are material to any CFB Product. Each of the documents, manuals and proprietary software applications (in
all cases in human-readable source code save where expressly identified in Data Room Document 3.1.18.41.1 as being third party
licensed-in software) listed in Data Room Document 3.1.18.41.1, together with any material underlying data and databases, reports
of R&D results and basic designs that were created in the course of producing CFB Know-how Materials (to the extent still in
existence), is in the possession of a Group Company.



 


		7.8	As of the Closing Date, no Group Company is in possession of any tangible embodiment of any China
Manufacturing JV IP. The China Manufacturing Joint Venture is not in possession of any tangible embodiment of any: (i) Non-Registered
IP forming part of the Owned Business IPR; or (ii) CFB Exclusive Non-Registered IP, save for any drawings and documents for components
that have been provided to the China Manufacturing Joint Venture under an agreement between a member of the Seller’s Group,
or of the Purchaser’s Group, and the China Manufacturing Joint Venture limiting its use of such designs for the purpose of
manufacturing those components, and no member of the Seller’s Group has provided the China Manufacturing Joint Venture with
access (including by way of a licence or an assignment of rights) to any Intellectual Property Rights that would give the China
Manufacturing Joint Venture the technical capability to design any CFB Product or to manufacture a complete CFB Product (as opposed
to its component parts).




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		7.9	All Owned Registered IPR that has been developed and/or created and/or invented by any current
or former director, officer, employee, contractor or consultant employed by or engaged by (as relevant) any member of the Seller’s
Group, has been validly and irrevocably assigned to the relevant member of the Seller’s Group or has otherwise vested in
a member of the Seller’s Group by operation of law. No director, officer or employee of any member of the Seller’s
Group is in default or breach of any assignment agreement in respect of any Intellectual Property Rights to be assigned into the
ownership of a member of the Seller’s Group. Each member of the Seller’s Group has complied with its applicable internal
rules with respect to payment of inventor awards, including any obligation to pay fair compensation to inventors of any Patents.



 


		7.10	All licences of Intellectual Property Rights to or from any member of the Seller’s Group
(including the Group Companies) that relate to the CFB Products are disclosed in the Data Room.



 


		7.11	The operation of the CFB Business does not, and the products or services of the CFB Business do
not, infringe or misappropriate any Intellectual Property Rights of any third party or constitute unfair competition or unfair
trade practices under Applicable Law. No members of the Seller’s Group and its licensees, contractors or customers have,
during the preceding 24 months, received a written notice that could be reasonably construed as an allegation, including an invitation
to take a licence from any third party, that the operation, products or services of the CFB Business infringe or misappropriate
any Intellectual Property Rights of a third party or constitutes unfair competition or unfair trade practices under Applicable
Law. No Group Company is involved in any outstanding dispute which could be reasonably construed as an allegation that the operations
or products or services of the CFB Business infringe or misappropriate any Intellectual Property Rights of a third party or constitutes
unfair competition or unfair trade practices under Applicable Law.



 


		7.12	So far as the Seller is aware, the Owned Business IPR is not being infringed or used without authorisation
or misappropriated by any third party. No member of the Seller’s Group has sent a notice during the preceding 24 months to
any third party alleging any such claims against such party with respect to any of the Owned Business IPR.



 


		7.13	All members of the Seller’s Group have taken reasonable steps, including having established
internal rules and safeguards, to maintain the secrecy and confidentiality of all Owned Business IPR that is not: (i) Registered
IP, or (ii) a general principle of science or physics or common engineering knowledge or otherwise publicly available information
(which has not been made publicly available by a member of the Seller’s Group) (“Confidential Owned Business IPR”),
and have complied with such internal rules to avoid such Confidential Owned Business IPR being abandoned or passed into the public
domain. Any third party to whom a member of the Seller’s Group has disclosed any Confidential Owned Business IPR is obliged
pursuant to a written agreement, or by Applicable Law, to keep such Confidential Owned Business IPR confidential.



 


		7.14	Compliance with the licence terms for any third party software (including any open source software
or free software) used by any member of the Seller’s Group in respect of any CFB Product, does not require the (i) disclosure
or distribution of any human-readable source code of any software comprising part of the Owned Business IPR; or (ii) license of
any software comprising part of the Owned Business IPR for the purpose of making derivative works.




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		7.15	Each Aftermarket Affiliate is: (i) a direct or indirect wholly owned subsidiary of the Seller,
(ii) a company of which the Seller is a direct or indirect wholly owned subsidiary, or (iii) a direct or indirect wholly owned
subsidiary of a company falling within sub-paragraph (ii), and the China Manufacturing Joint Venture is not an Aftermarket Affiliate.



 


		8	Information Technology and Data Protection



 


		8.1	Definitions



 


For the purposes of this paragraph:


 


“Business IT”
means all Information Technology which is owned or used primarily by any Group Company and which is material to the business of
the Group;


 


“Data Protection Authority”
means any body responsible for the enforcement of Data Protection Legislation;


 


“Data Protection Legislation”
means any legislation in force from time to time which implements the European Community’s Directive 95/46/EC and Directive
2002/58/EC and all other similar applicable privacy laws in the countries and regions where the CFB Business is conducted as of
the date of this Agreement;


 


“Information Technology”
means computer systems, communication systems, software and hardware; and


 


“Systems”
means all Information Technology and other plant, equipment, systems, devices and components which contain or are controlled or
monitored by computer systems, microprocessors or software.


 


		8.2	Information Technology



 


		8.2.1	The Systems used in the CFB Business as at the date of this Agreement are sufficient to carry on
the CFB Business in the manner in, and to the extent to, which it is conducted by the Seller’s Group, including as to the
system capacity and ability to process current peak volumes in a timely manner.



 


		8.2.2	In the 24 months prior to the date of this Agreement, no Group Company has suffered any failures
or bugs in or breakdowns of any System used in/by the CFB Business which have caused any substantial disruption or interruption
to the CFB Business.



 


		8.2.3	So far as the Seller is aware, each Group Company either owns or is validly licensed to use the
Systems, including Information Technology used in its business and no action will be necessary to enable it to continue to use
such Systems in the manner in, and to the extent to, which it is conducted by the Seller’s Group.



 


		8.3	Data Protection 



 


		8.3.1	So far as the Seller is aware, each Group Company has complied in the 24 months prior to the date
of this Agreement in all material respects with the Data Protection Legislation.



 


		8.3.2	No notice alleging non-compliance with the Data Protection Legislation (including any enforcement
notice or monetary penalty notice) has been received by any of




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the Group
Companies from any Data Protection Authority in the 24 months prior to the date of this Agreement.


 


		9	Contracts



 


		9.1	Joint Ventures etc.



 


		9.1.1	No Group Company is, or has agreed to become, a member of any joint venture, consortium, partnership
or other unincorporated association (other than a recognised trade association in relation to which the Group Company has no liability
or obligation except for the payment of annual subscription or membership fees which do not exceed US$200,000 in the aggregate).



 


		9.1.2	Amec Foster Wheeler Energia Polska Sp. z.o.o. is not a party to any shareholders agreement with
respect to shares in Amec Foster Wheeler Energy FAKOP Sp. z o.o. For the avoidance of doubt, the Seller explicitly warrants that
the Joint Venture and Shareholders Agreement dated 11 February 1993 entered into by and between Ahlstrom Pyropower Europe B.V.,
Elektrim, Constructions Industrialles de la Mediterranee and Marubeni Corporation does not bind Amec Foster Wheeler Energy FAKOP
Sp. z o.o.



 


		9.2	Contracts with Connected Parties



 


		9.2.1	All the Intra-Group Contracts that are not fully performed are listed in Schedule 13 and such list
is true, accurate and not misleading.



 


		9.2.2	There are no Intra-Group Contracts that contain any terms other than normal commercial terms determined
on an arm’s length basis.



 


		9.2.3	No Group Company is party to any contract (save for any employment contract) with any current or
former employee or current or former director or officer of any such Group Company or any person connected (as defined by Applicable
Laws in the relevant jurisdiction) with any of such persons, or in which any such person as aforesaid is interested (whether directly
or indirectly), that contains any terms other than normal commercial terms determined on an arm’s length basis.



 


		9.3	No Unusual Contracts



 


There are no contracts to which
any of the Group Companies is a party that contain (A) non-compete obligation; (B) most favoured nation requirement; (C) any commercial
or legal terms grossly disadvantageous to it; or (D) any grossly significant restriction on its ability to conduct its business.


 


		9.4	No Conflict



 


There are no contracts to which
any of the Group Companies is a party or Transferring Contracts that contain any clause which would allow the counterparty to terminate
such contract or give rise to disadvantages to any of the Group Companies due to a change of Control of the Group Companies or
other consequences of the transactions contemplated hereunder.



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		9.5	Compliance with Major Contracts 



 


		9.5.1	Each Major Contract to which any Group Company is a party is valid and binding on the applicable
Group Company in accordance with its terms and is in full force and effect;



 


		9.5.2	no Group Company is in default or breach of any Major Contract to which it is a party;



 


		9.5.3	so far as the Seller is aware, none of the counterparties (other than Group Companies) to a Major
Contract to which a Group Company is a party is in default or breach of such Major Contract; and



 


		9.5.4	so far as the Seller is aware, there is no event, condition or omission that would constitute such
a default or breach (whether by lapse of time or notice or both) under any Major Contract to which any Group Company is a party.



 


		10	Employees and Employee Benefits



 


		10.1	Employees and Terms of Employment



 


The folders
3.1.6, 3.1.18.21.1, 3.2.6, 3.2.6.15, 3.2.9.19, 3.2.9.19.9, 3.2.9.21.2.2, 3.2.9.31.2.2, and files, 3.2.9.21.2.1.1, 3.2.9.21.2.1.2,
3.2.9.7.2, 3.2.9.31.2.1.4, 3.2.9.31.2.1.5, 3.2.9.31.2.2.1 to 3.2.9.31.2.2.20, 3.2.9.21.2.2.2, 3.2.9.21.2.2.3, 3.2.9.21.2.2.4, 3.2.9.21.2.1.2,
3.2.9.31.2.1.4, 3.2.9.19.10.1, 3.2.9.19.10.2, 3.2.9.19.10.3, 3.2.9.19.10.4, 3.2.9.31.2.1.3, 3.2.9.19.10.5 and 3.2.9.19.10.6 in
the Data Room contain true, accurate and not misleading details (redacted for data protection purposes) of:


 


		10.1.1	the total number of employees employed by each Group Company;



 


		10.1.2	the salary and other benefits, period of continuous employment, location and grade of each Senior
Employee and Transfer Employee;



 


		10.1.3	the material terms, including any unusual terms, of the contract of employment of each Senior Employee
and Transfer Employee; and



 


		10.1.4	the standard terms and conditions of each title or category of employee in relation to each Group
Company,



 


and (i), other than in respect
of the services to be provided pursuant to the Transitional Services Agreement, there are no functions required to conduct the
CFB Business which are not able to be performed by the Transfer Employees or the employees of any Group Company and no involvement
is required from any other employees of the Retained Group to conduct the CFB Business; and (ii) there are no employees of any
member of the Group Companies, including Transfer Employees, who are not mainly involved in the CFB Business.


 


		10.2	No Labour Union



 


No Group Company is a party
to, bound by, or negotiating any collective bargaining agreement or other contract with a union, works council or labour organisation.


 


		10.3	No Strikes etc.



 


In the 24 months prior to the
date of this Agreement, there has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted
refusal to



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work overtime or other similar
labour disruption or dispute affecting the Group Company or any of its employees or the CFB Business.


 


		10.4	Termination of Employment



 


No Senior Employee has given
or received notice to terminate his or her employment.


 


		10.5	Bonus or other Profit-related Schemes



 


There are included in folders
3.2.9.31.2.1, 3.2.9.31.2.2, 3.1.18.21.1, 3.2.9.19 and 3.2.6 of the Data Room all the rules and other documentation relating to
all share incentive, share option, profit sharing, bonus or other incentive arrangements currently in place for any directors,
officers and employees of the Group Companies.


 


		10.6	No Unpaid Compensation



 


Any and all compensation, including
wages, commissions and bonuses, payable to all directors, officers, employees, independent contractors or consultants of the Group
Companies for services performed by them have been paid in full when they become due.


 


		10.7	No Deficiency of Pension Assets



 


All the pension schemes of which
the directors, officers and employees of the Group Companies are beneficiaries have been fully funded and there is no deficiency
of the value of the accumulated assets for the Liabilities owed by the Group Companies, each as determined in accordance with the
IFRS under these pension schemes.


 


		10.8	Compliance with Employment Law



 


Each Group Company is and has
been in compliance with all Applicable Laws pertaining to employment and employment practices, including all Applicable Laws relating
to labour relations, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation,
reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, child labour, hiring,
promotion and termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’
compensation, leaves of absence and unemployment insurance, and any contracts with its directors, officers and employees in all
material respects. No Group Company is involved whether as claimant or defendant in any Proceeding in connection with the employment
of any current or former applicant, employee, consultant or independent contractor of any Group Company, nor so far as the Seller
is aware is any such Proceeding pending or threatened by or against any Group Company.


 


		11	Legal Compliance



 


		11.1	Licences and Consents



 


		11.1.1	All Governmental Authorisations required for the business of the Group or the CFB Business conducted
by the Retained Group have been obtained, are in force and are being complied with in all material respects.



 


		11.1.2	No written notification has been received by the Seller, Retained Group or Group Company in the
past two years that any of such Governmental Authorisation is likely to be suspended, modified or revoked.




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		11.2	Compliance with Laws



 


		11.2.1	All the Group Companies have, in all material respects, complied, and presently comply, with all
Applicable Laws in conducting their business.



 


		11.2.2	There is no Proceeding or Order outstanding against any Group Company or any person for whose acts
or defaults it may be vicariously liable.



 


		11.2.3	No Group Company has received any written notice during the past 24 months from any Governmental
Entity with respect to a violation and/or failure to comply with any Applicable Laws in all material respects, or requiring it
to take or omit any action.



 


		11.3	Anti-Corruption Laws 



 


So far as the Seller is aware,
no Group Company nor any of its directors, officers or employees, nor any other person acting on a Group Company’s behalf,
has engaged in any activity or conduct during the past 24 months that has resulted in a violation of: (i) any Anti-Corruption Laws;
and/or (ii) any Applicable Laws relating to economic or trade sanctions, including the laws or regulations implemented by the Office
of Foreign Assets Controls of the United States Department of the Treasury.


 


		12	Environment



 


		12.1	For the purposes of this paragraph 12:



 


“Asbestos”
means all or any of the following naturally occurring minerals: chrysotile, amosite, crocidolite, anthophyllite, tremolite and
actinolite;


 


“Asbestos Law”
means all applicable laws (including, for the avoidance of doubt, common law), statutes, regulations, statutory guidance notes
and final and binding court and other tribunal decisions applicable to the Group Companies and in force in the relevant jurisdictions
on the date of this Agreement and/or the Closing Date whose purpose is to regulate the use, treatment, storage, disposal, management,
release, removal, handling or containment of Asbestos and all bye-laws, codes, regulations, decrees or orders issued or promulgated
or approved thereunder or in connection therewith to the extent that the same have force of law at the date of this Agreement and/or
the Closing Date;


 


“Environment”
means all or any of the following media (alone or in combination): air (including the air within buildings and the air within other
natural or man-made structures whether above or below ground); water (including water under or within land or in drains or sewers);
soil and land; and any ecological systems and living organisms supported by any of those media;


 


“Environmental Authority”
means any legal person or body of persons (including any Governmental Entity) having jurisdiction to determine any matter arising
under Environmental Law and/or relating to the Environment;


 


“Environmental Law”
means all applicable laws (including, for the avoidance of doubt, common law and the Asbestos Law), statutes, regulations, statutory
guidance notes and final and binding court and other tribunal decisions applicable to the Group Companies and in force in the relevant
jurisdictions on the date of this Agreement and/or on the Closing Date whose purpose is to protect, or prevent pollution of, the
Environment or to regulate emissions, discharges, or releases of Hazardous Substances into the Environment, or to regulate the
use, treatment, storage, burial, disposal, transportation or handling of



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Hazardous Substances, or to
regulate the creation of any noise, smoke, nuisance, fumes, gases, dust, steam, odour, vibration or material adverse impact on
the Environment, and all bye-laws, codes, regulations, decrees or orders issued or promulgated or approved thereunder or in connection
therewith to the extent that the same have force of law at the date of this Agreement and/or the Closing Date;


 


“Environmental Matters”
means: (i) the pollution, contamination or protection of, or compensation for the remediation of damage or harm to, the Environment;
(ii) environmental compliance matters, including, without limitation, the control, use, treatment, storage, handling, disposal,
transportation or handling of or with regard to the placing on the market of Hazardous Substances; (iii) emissions, discharges,
exposures to or releases into, or the presence in the Environment of Hazardous Substances; (iv) the creation of any noise, smoke,
nuisance, fumes, gases, dust, steam, odour, vibration or material adverse impact on the Environment or human health and/or (v)
occupational health and safety;


 


“Environmental Permit”
means any Governmental Authorization which is issued, granted or required under Environmental Law and which is material to (i)
the operation of the business of each Group Company and/or (ii) the use of any property owned or occupied by any Group Company;


 


“Environmental Proceeding”
means any material civil, criminal, judicial, administrative or regulatory proceeding, suit, arbitration, claim, or regulatory
investigation in relation to any Environmental Matter; and


 


“Hazardous Substances”
means any natural or artificial substance of any nature whatsoever (whether in the form of a solid, liquid, gas or vapour alone
or in combination with any other substance) which is capable of causing harm or damage to the Environment (including, for the avoidance
of doubt, Asbestos).


 


		12.2	Each Group Company is conducting, and in the preceding six years has conducted, the business of
the Group and the CFB Business, in compliance with Environmental Law in all material respects.



 


		12.3	All Environmental Permits:



 


		12.3.1	have been obtained and maintained;



 


		12.3.2	are in force and effect; and



 


		12.3.3	have been complied with in all material respects in the preceding six years.



 


		12.4	In the preceding six years, no Group Company has received written notice that either (i) an Environmental
Authority is intending to revoke, suspend, materially vary or limit any Environmental Permit; or (ii) any material amendment to
any Environmental Permit is required to enable the continued operation of the business of the Group.



 


		12.5	In the preceding six years, no Group Company has received written notice of any Environmental Proceeding
which has not been discharged or satisfied in all material respects.



 


		12.6	There are no Hazardous Substances present at, in, on or under any property currently owned, occupied
or used by any Group Company in contravention of Environmental Law.



 


		12.7	There are no Hazardous Substances present at, in, on or under any property currently owned, occupied
or used by any Group Company the release of which would, after the




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Closing Date,
materially increase the costs associated with the ownership, occupation or use of such property.


 


		12.8	So far as the Seller is aware, in the preceding six years, no Group Company, the Seller nor the
Retained Group has received any written notice that any property currently owned, occupied or used in connection with the business
of any Group Company or the CFB Business (including soils, groundwater, surface water, buildings and other structure located on
any such property) has been contaminated with any Hazardous Substances.



 


		12.9	So far as the Seller is aware, there is no pollution or contamination of the Environment at, on,
in, under or emanating from any property:



 


		12.9.1	formerly owned, leased or occupied by the CFB Business during the past two years; or



 


		12.9.2	in which a Group Company formerly held an interest during the past two years,



 


in each case
in respect of which any Group Company could incur liability under Environmental Law as at the date of this Agreement.


 


		12.10	There exists no Asbestos within any of the products sold by any Group Company prior to Closing.



 


		12.11	So far as the Seller is aware, there are included in folders 3.1.10.4, 3.1.12.2, 3.1.13, 3.2.9.30.1,
3.2.9.31.1, 3.2.9.34.1.1 and 3.2.9.39.1 of the Data Room true and complete copies of all audits, reviews, reports, surveys, studies,
assessments, programmes, investigations, any correspondence with any Environmental Authority or third party in each case relating
to material Environmental Matters in relation to any property owned or occupied by any Group Company which has been commissioned
by or on behalf of the Seller or is in its possession prior to Closing.



 


		13	Litigation, Disputes and No Infringement



 


		13.1	Current Proceedings



 


No Group Company is involved
whether as claimant or defendant or other party in any Proceeding.


 


		13.2	Pending or Threatened Proceedings



 


So far as the Seller is aware,
no such Proceeding is pending or threatened by or against any Group Company.


 


		13.3	Disputes and Claims and Project Warranties/Defects



 


		13.3.1	All the outstanding disputes and claims with clients, vendors, suppliers, subcontractors or any
other persons involving any Group Company or concerning the CFB Business and relating to the Material Projects (including in relation
to defects, or alleged defects, of CFB Products delivered to clients) and with a value of US$250,000 or greater are set out in
folders 3.1.8, 3.1.8.2, 3.1.18.16.2, 3.2.9.31.1, 3.2.9.32.1.1, 3.2.9.37.1 and 3.2.9.30.1 of the Data Room and the particulars of
such disputes and claims set out therein are true and accurate.



 


		13.3.2	Except for the disputes and claims referred to in paragraph 13.3.1 above, there is no claim or
dispute (including any warranty claim, dispute or other claim) arising from the relevant contracts or the relevant projects current,
or so far as the Seller is




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aware,
pending or threatened involving any Group Company or concerning the CFB Business.


 


		13.3.3	So far as the Seller is aware, there is no material defect of the CFB products supplied or parts
procured by the CFB Business that is likely to give rise to such claim or dispute.



 


		13.4	No Infringement



 


		13.4.1	No member of the Sellers’ Group uses or possesses assets (excluding Intellectual Property
Rights) of third parties without the express or implied consent of the relevant third party in conducting the CFB Business and
no notice or claim in relation to such use or possession has been received by any of the members of the Sellers’ Group during
the preceding 24 months. No Group Company uses or possesses assets (excluding Intellectual Property Rights) of third parties without
the express or implied consent of the relevant third party and no notice or claim in relation to such use or possession has been
received by any of the Group Companies during the preceding 24 months.



 


		13.4.2	As far as the Seller is aware, no third party uses or possesses assets (excluding Intellectual
Property Rights) of any member of the Seller’s Group without the express or implied consent of the relevant member of the
Seller’s Group. As far as the Seller is aware, no third party uses or possesses assets (excluding Intellectual Property Rights)
of any Group Company without the express or implied consent of the relevant Group Company.



 


		14	Insurance



 


		14.1	Particulars of Insurances



 


Summary particulars of the Target
Group Insurance Policies and the Seller’s Group Insurance Policies material to the business of the Group or the CFB Business
are disclosed in folder 3.2.9.4.4 in the Data Room and such summary particulars are true and accurate. Except for the Seller’s
Group Insurance Policies, the Target Group Insurance Policies are in full force and effect and shall not be terminated on Closing.
All of the Target Group Insurance Policies (a) are valid and binding in accordance with their terms; (b) are provided by carriers
who are financially solvent; and (c) have not been subject to any lapse in coverage.


 


		15	Tax



 


		15.1	Returns, Information and Clearances



 


		15.1.1	All material returns, computations, notices and information which are or have been required to
be made or given by each Group Company for any Taxation purpose (i) have been made or given within the requisite periods (including
any applicable extension to the deadline for making or giving any such return, computation, notice or information) and on a proper
basis and are up to date and correct in all material respects; and (ii) none of them is, or, so far as the Seller is aware, is
likely to be, the subject of any dispute with or investigation by any Tax Authority.



 


		15.1.2	Each Group Company is in possession of sufficient information or has reasonable access to sufficient
information to enable it and/or its directors, officers, employees




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or representatives
to compute its liability to Taxation insofar as it depends on any Transaction (as defined in the Tax Indemnity) occurring on or
before the date of this Agreement, and to meet any other legal obligation relating to Taxation or accounting matters.


 


		15.2	Taxation Claims, Liabilities and Reliefs



 


		15.2.1	Without prejudice to any liability which may arise under the Tax Indemnity, each Group Company
has duly and punctually paid all Taxation which it has become liable to pay and is not liable
nor has it within three years prior to the date hereof been liable to pay any penalty or interest in connection therewith.



 


		15.2.2	The Group Company is not a party to any Proceeding by any Tax Authority and, so far as the Seller
is aware, there is no pending or threatened Proceeding by any Tax Authority.



 


		15.3	Company Residence



 


		15.3.1	Each Group Company has been resident for Taxation purposes in its place of incorporation and nowhere
else at all times since its incorporation.



 


		15.3.2	No Group Company has ever paid, and no claim has been made by any Tax Authority that a Group Company
is required to pay, Taxation on net income, profits or gains to any Tax Authority outside its place of incorporation.



 


		15.3.3	No claim has been made by any Tax Authority in any jurisdiction where the Group Company does not
file tax returns that it is, or may be, subject to Tax by that jurisdiction on net income, profits or gains.



 


		15.3.4	There is no “permanent establishment” of any Group Company for the purpose of Taxation.



 


		15.4	Transfer Pricing and Balancing Payments



 


No Group Company has entered
into any material Transactions (as defined in the Tax Indemnity) which were not on arm’s length terms.


 


		15.5	Provision for Tax in the Accounts



 


The Accounts make proper provision
or reserve (in accordance with generally accepted accounting practice applicable to the relevant Accounts) in respect of any period
ended on or before the Accounts Date for all Tax assessed or liable to be assessed on each Group Company or for which any Group
Company is accountable at the Accounts Date whether or not the relevant Group Company has or may have any right of reimbursement
against any other person.


 


		15.6	Post Accounts Date Events



 


Other than any transaction carried
out pursuant to the Pre-Closing Reorganisation and the transactions contemplated by this Agreement, from the Accounts Date to and
including Closing no Group Company has been involved in any transaction which has given, or, so far as the Seller is aware, is
likely to give (or would be likely to give, but for the availability of any Relief), rise to any Tax other than in respect of actual
income earned by any Group Company in the course of its trade.



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		15.7	Indemnities etc.



 


No Group Company has entered
into any indemnity, guarantee or covenant under which any Group Company has agreed to pay or discharge any amount equivalent to
or by reference to any other person’s liability to Tax other than another Group Company.


 


		15.8	Value Added Tax



 


		15.8.1	Each Group Company has not at any time been treated as a member of a group of companies for VAT
purposes and has not made any application to be so treated in each case with a person other than a Group Company, and no circumstances
exist whereby any Group Company would or might become liable for value added tax as an agent for a person other than a Group Company.



 


		15.8.2	Each Group Company has complied in all respects with the requirements and provisions of the VAT
legislation and has made and maintained and will pending Closing make and maintain accurate and up-to-date records, invoices, accounts
and other documents required by or necessary for the purposes of the VAT legislation and each Group Company has at all times punctually
paid and made all payments and returns required thereunder.



 


		15.8.3	No Group Company has made any exempt supplies in consequence of which it is or will be unable to
obtain credit for all input tax paid by it during any VAT quarter ending after the Accounts Date.



 


		15.9	Consolidated Returns



 


No Group Company either itself
(or through its agents) files Consolidated Returns or is part of an arrangement to file Consolidated Returns with any person other
than another Group Company.


 


		16	Employment Taxes and Social Security Management



 


		16.1.1	Each Group Company has properly operated, in all material respects, any system of social security,
income tax and payroll deductions required for its directors, officers and employees in accordance with Applicable Laws.



 


		16.1.2	Each Group Company has deducted at the relevant time all income taxes, social security contributions
and other payroll deductions from payments made by it (or in its behalf) to its directors, officers and employees and paid and
accounted to the relevant taxation or other authority all the sums so deducted in compliance with, and to the extent required by,
Applicable Laws.



 


		17	Insolvency etc.



 


		17.1.1	No Group Company is insolvent under the laws of its jurisdiction of incorporation or unable to
pay its debts as they fall due.



 


		17.1.2	There are no proceedings in relation to any compromise or arrangement with creditors or any winding
up, bankruptcy or other insolvency proceedings concerning any Group Company.



 


		17.1.3	No steps have been taken to enforce any security over any assets of any Group Company.




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		18	No Brokers



 


No Group Company has paid, or
is obligated to pay, any fees or commissions to any financial adviser, investment banker, lawyer, accountant or other experts or
advisers in connection with the transactions contemplated by this Agreement or any other Transaction Document.


 


		19	Data Room



 


The Data Room has been collated
by the Seller in good faith and the Seller has not knowingly included any information which is untrue or knowingly omitted any
matter the omission of which would make the contents of the Data Room materially misleading. 



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Schedule 5

Warranties given by the Purchaser under Clause 10.4


 


		1	Authority and Capacity



 


		1.1	Incorporation



 


The Purchaser is validly existing
and a company duly incorporated under the law of its jurisdiction of incorporation.


 


		1.2	Authority to enter into Transaction Documents



 


		1.2.1	The Purchaser has the legal right and full power and authority to enter into and perform this Agreement
and the other Transaction Documents to be executed by it.



 


		1.2.2	The documents referred to in paragraph 1.2.1 above will, when executed, constitute valid and binding
obligations on the Purchaser in accordance with their respective terms.



 


		1.3	Authorisation



 


The Purchaser has taken or will
have taken by Closing all corporate action required by it to authorise it to enter into and perform this Agreement and the other
Transaction Documents to be executed by it.


 


		1.4	Governmental Authorisations



 


The Purchaser is not required
to obtain any Governmental Authorisations in connection with the execution, delivery or performance of this Agreement or other
Transaction Documents except for the competition law clearance to be obtained from the Competition Authority in the Philippines,
Bulgaria, Republic of Korea, Poland, Russia and Turkey.


 


		2	Financing



 


At the relevant time for payment,
the Purchaser will be able to pay the Purchase Price from its existing banking facilities and available cash.


 


		3	Insolvency etc.



 


		3.1.1	The Purchaser is not insolvent or unable to pay its debts as they fall due.



 


		3.1.2	There are no proceedings in relation to any compromise or arrangement with creditors or any winding
up, bankruptcy or other insolvency proceedings concerning any member of the Purchaser’s Group which may adversely affect
the ability of the Purchaser to comply with the Transaction Documents.



 


		3.1.3	No steps have been taken to enforce any security over any assets of any member of the Purchaser’s
Group which may adversely affect the ability of the Purchaser to comply with the Transaction Documents.




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		4	Knowledge



 


None of the
directors, officers, employees or agents of the Purchaser is aware of any facts, matters or circumstances which could reasonably
be expected to give rise to a claim being made against the Seller for breach of any Seller’s Warranty under this Agreement.



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Schedule 6


 


Part 1

Asbestos Indemnity

Clause 7.1


 


		1	Definitions



 


For the purposes of this Part 1 of
Schedule 6:


 


“Asbestos” means
all or any of the following naturally occurring minerals: chrysotile, amosite, crocidolite, anthophyllite, tremolite and actinolite;


 


“Asbestos Claim Notice”
means any notice required under paragraph 4 of this Part 1 of Schedule 6 which shall be made pursuant to and marked for the attention
of the Seller’s representative as listed in Clause 18.13 (or to such other representative as the Seller may notify to the
Purchaser in writing from time to time) setting out particulars of any Purchaser Asbestos Claim (having regard to the particulars
available to the relevant Asbestos Indemnified Person), including, without limitation, a copy of the document evidencing the claim,
details of the claimant, nature and quantum of the claim, the identity of the claimant’s advisers and the status of the claim;


 


“Asbestos Claim”
means any civil claim, legal proceedings, action or suit for damages or other legal remedies in respect of death, personal injury
or other impairment as a result of actual or alleged exposure to Asbestos prior to the Closing Date:


 


		(i)	brought by or on behalf of any person or such person’s estate:



 


		(a)	in relation to the exposure or alleged exposure of that person to Asbestos prior to the Closing
Date while acting in the course of employment or engagement in the capacity of an employee, director officer or contractor of or
for the Seller’s Group prior to the Closing Date;



 


		(b)	in relation to the exposure or alleged exposure at any time of that person to Asbestos within,
or applied as insulation to the outside of, any product or component of a product manufactured or supplied by any member of the
Seller’s Group to their customers prior to the Closing Date; and



 


		(c)	in relation to the secondary exposure or alleged exposure at any time of that person to Asbestos
due to sustained periods of close proximity to any person entitled to make a claim under paragraphs (i)(a) and (i)(b) above as
a result of a familial relationship;



 


		(ii)	brought by or on behalf of any dependent of any person entitled to make a claim under subparagraph
(a) where that dependent is legally entitled to bring proceedings in relation to the death, personal injury or other impairment
of that person; or



 


		(iii)	where any liability arising from the exposure or alleged exposure at any time of any person referred
to in subparagraph (a) to Asbestos passed to or was assumed by any Group Company prior to the Closing Date whether by law or agreement
or other legally binding arrangement;



 


“Asbestos Indemnified Persons”
means any member of the Purchaser’s Group;



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“Asbestos Law” means
all applicable laws (including, for the avoidance of doubt, common law), statutes, regulations, statutory guidance notes and final
and binding court and other tribunal decisions applicable to the Group Companies and in force in the relevant jurisdiction on the
date of this Agreement whose purpose is to regulate the use, treatment, storage, disposal, management, release, removal, handling
or containment of Asbestos and all bye-laws, codes, regulations, decrees or orders issued or promulgated or approved thereunder
or in connection therewith to the extent that the same have force of law at the date of this Agreement;


 


“Asbestos Matters”
means the presence of Asbestos in any Premises and the management of such Asbestos in accordance with Asbestos Law;


 


“Asbestos Proceedings”
means any criminal, civil, judicial, administrative or regulatory proceeding, suit or formal order or formal process by any
regulatory authority or any formal claim by any third party under Asbestos Law, received by or issued against the Purchaser and/or
any member of the Purchaser’s Group and/or any Group Company before or after the Closing Date;


 


“Asbestos Survey” means
an asbestos survey produced in respect of the Varkaus Property and Fakop Property by an independent and reputable environmental
consultant pursuant to Clause 5.6 of this Agreement which (i) in the professional opinion of such consultant, comprises a reasonable
assessment of any Asbestos Matters and (ii) recommends any Remedial Action necessary to make the Premises comply with applicable
Asbestos Law;


 


“Asbestos Survey Guidelines”
means the guidelines set out at Schedule 14 of this Agreement;


 


“Fakop Property”
means the property located at ul. Staszica 31, Sosnowiec, 41-200, Poland;


 


“Premises” means
the land (including beneath the surface thereof), premises, factory, building (including its structures, walls, ceilings, floors,
pipes and fixtures and furnishings), facilities and/or office at, in, on or under the Varkaus Property and Fakop Property which
is owned, occupied or used by any Group Company prior to the Closing Date;


 


“Purchaser Asbestos Claim”
means any Asbestos Claim commenced or threatened in writing by any person (including, without limitation, employees) against any
Asbestos Indemnified Person (after the Closing Date) or against any Group Company (whether before or after the Closing Date);


 


“Purchaser Asbestos Loss(es)”
means any losses, damages, costs, charges and reasonable expenses (including, but not limited to, the reasonable cost of legal
and other expert advice and the costs of defending any criminal prosecutions commenced in relation to Purchaser Asbestos Claims)
which are suffered or incurred by any Asbestos Indemnified Person after the Closing Date in connection with any (i) Purchaser Asbestos
Claim and/or (ii) Remedial Action;


 


“Remedial Action”
means those measures necessary to inspect, monitor, manage, remove, remedy, contain, control or treat Asbestos or the impacts of
Asbestos which are specified in the Asbestos Survey;


 


“Seller Asbestos Claims”
means any Asbestos Claims commenced or threatened in writing by any person (including, without limitation, employees) against any
member of the



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Seller’s Group (excluding any
Group Company) whether before or after the Closing Date; and


 


“Varkaus Property”
means the property located at Relanderinkatu 2, FI-78200, Varkaus, Finland.


 


		2	Indemnity



 


		2.1	Subject to the provisions of this Part 1 of Schedule 6, the Seller agrees to pay to the Purchaser
such amount as would, if paid to the Asbestos Indemnified Persons, keep indemnified the Asbestos Indemnified Persons from and against
any Purchaser Asbestos Losses actually suffered or incurred by an Asbestos Indemnified Person after the Closing Date.



 


		2.2	The Purchaser shall not be entitled to claim for itself or any Group Company or to notify a claim
pursuant to this Part 1 of Schedule 6 unless and until:



 


		2.2.1	it or the relevant Group Company has been served with an Asbestos Proceeding in relation to the
matter to which the claim relates;



 


		2.2.2	it or the relevant Group Company has received a written threat of an Asbestos Proceeding being
commenced (including a letter before action from a third party in relation to Asbestos within the scope of this indemnity); or



 


		2.2.3	the Asbestos Survey identifies Asbestos that is present (or reasonable grounds which demonstrate
it is likely to be present) at any Premises on or prior to the Closing Date and:



 


		(i)	that survey recommends certain Remedial Action and, until such Remedial Action is undertaken, the
relevant Group Company would be in breach of Asbestos Law; or



 


		(ii)	such Asbestos is both friable and visible without any further investigatory measures being undertaken.



 


		2.3	The Seller shall not be obliged to pay any amount to the Purchaser pursuant to this paragraph 2
in connection with any Purchaser Asbestos Losses suffered or incurred by an Asbestos Indemnified Person if such Asbestos Indemnified
Person does not form part of the Purchaser’s Group at the time of notification of the relevant Asbestos Claim in accordance
with the provisions of this Part 1 of Schedule 6.



 


		3	General Limitations on Liability



 


		3.1	The Seller shall not be liable in relation to any claim under paragraph 2 above to the extent that
Purchaser Asbestos Losses result from or would not have occurred but for or are increased or exacerbated by:



 


		3.1.1	any indemnity, covenant, undertaking, warranty, assurance or other contractual protection or allocation
entered into, granted or agreed by any Asbestos Indemnified Person after the Closing Date unless it includes limitations and obligations
on any relevant counterparty consistent with the provisions of this Part 1 of Schedule 6;



 


		3.1.2	the volunteering of information (or the authorisation of its disclosure) concerning Asbestos or
any breach of Asbestos Law by any Group Company or by any




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member of the Purchaser’s
Group after the Closing Date to any regulatory authority or to any third party in circumstances where the information was provided
other than: (a) in response to an unsolicited requirement of a regulatory authority for such information; (b) pursuant to a notification
obligation at law or (c) with the prior written consent of the Seller;


 


		3.1.3	the introduction of Asbestos at the relevant property after the Closing Date;



 


		3.1.4	the carrying out by, or on behalf of, any member of the Purchaser’s Group of any investigations
other than the Asbestos Survey at or in relation to the relevant Premises after the Closing Date save where such investigation
is undertaken (i) in response to an unsolicited written requirement of a regulatory authority, (ii) in order to comply with any
Asbestos Law, or (iii) is necessary to investigate a written letter of complaint received by the Purchaser presenting a significant
and imminent risk of Asbestos Proceedings being commenced (subject to the written consent of the Seller (not to be unreasonably
withheld or delayed));



 


		3.1.5	the closure, mothballing, change of use or development of any Premises after the Closing Date;
or



 


		3.1.6	any Remedial Action taken by any member of the Purchaser’s Group which exceeds what is recommended
in the Asbestos Survey or otherwise expressly required in writing by the relevant regulatory authority.



 


		4	Notification of Claims and Losses



 


		4.1	The Purchaser shall, and shall procure that any relevant member of its Group shall:



 


		4.1.1	in respect of a Purchaser Asbestos Claim which has been served on, or formally notified as part
of the legal process to, any Asbestos Indemnified Person, serve the Seller with an Asbestos Claim Notice within 10 Business Days
of service on or receipt of notification of such claim by, the relevant Asbestos Indemnified Person;



 


		4.1.2	in respect of any written notice served on any Asbestos Indemnified Person in respect of an intention
to commence legal proceedings in respect of a Purchaser Asbestos Claim, serve the Seller with an Asbestos Claim Notice as soon
as reasonably practicable (and in any event within 10 Business Days of receipt by the relevant Asbestos Indemnified Person of such
written notice); or



 


		4.1.3	in respect of any Purchaser Asbestos Losses which any Asbestos Indemnified Person has suffered
or incurred or any facts or circumstances which an Asbestos Indemnified Person has become aware of which are reasonably expected
to result in Purchaser Asbestos Losses, notify the Seller of such Purchaser Asbestos Losses or such facts or circumstances as soon
as practicably possible.



 


		5	Provision of information



 


		5.1	At all times the Purchaser shall (and shall procure that each Asbestos Indemnified Person shall)
promptly provide the Seller and its legal and professional advisers with all such information, data and assistance as the Seller
or its legal or professional advisers may reasonably request from time to time in relation to any Purchaser Asbestos Claims or
Seller Asbestos Claims, including (i) access to personnel (who shall be made available to attend meetings, participate in discovery
or depositions and to appear as witnesses on behalf of any of the Sellers and/or any Group Company before any tribunal or court)
and




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(ii) the right to examine and copy
or photograph all data, records, reports, documents, correspondence and other information in the possession, custody or under the
control of any Asbestos Indemnified Person relating to any Purchaser Asbestos Claims or Seller Asbestos Claims. The Seller agrees
to comply with requests to take reasonable steps to reduce the Purchaser’s and the Asbestos Indemnified Person’s indirect costs
and to reimburse the reasonable direct costs incurred by the Purchaser or any Asbestos Indemnified Person arising out of compliance
with this paragraph 5.1.


 


		6	Conduct of Claims



 


		6.1	Without prejudice to paragraph 2.2 above, if any Asbestos Indemnified Person becomes aware of any
Asbestos Claim or receives any material information in relation to any Asbestos Claim (including, for the avoidance of doubt, any
Seller Asbestos Claim), the Purchaser shall give the Seller notice of this awareness and/or information within 10 Business Days
of receiving it.



 


		6.2	For the avoidance of doubt, Clause 12.5 shall not apply to the conduct of Seller Asbestos Claim
or Purchaser Asbestos Claim.



 


		6.3	On and from the Closing Date, the Seller (or such member of the Seller’s Group as the Seller
specifies) shall have exclusive control, management and conduct of all Asbestos Claims.



 


		6.4	The parties agree that upon receipt of an Asbestos Claim Notice pursuant to paragraph 4.1 above
in respect of any Purchaser Asbestos Claims, the Seller shall:



 


		6.4.1	assume the conduct of such Purchaser Asbestos Claims and shall at its own expense take such action
(including retention of counsel) as it shall deem necessary to avoid, dispute, deny, defend, resist, appeal, compromise, settle
or contest such Purchaser Asbestos Claims, provided that, in respect of those Purchaser Asbestos Claims which in fact relate to
any Group Company, the Seller shall not accept any liability by or on behalf of any Asbestos Indemnified Person without the consent
of the Purchaser, such consent not to be unreasonably withheld or delayed;



 


		6.4.2	have the right at its option to make counterclaims or claims against third parties which may arise
out of any Purchaser Asbestos Claims in the name of and/or on behalf of the relevant Asbestos Indemnified Person;



 


		6.4.3	in respect of those Purchaser Asbestos Claims which in fact relate to any Group Company and if
so requested by the Purchaser in writing, keep the Purchaser informed as to the progress of any such Purchaser Asbestos Claims,
inform the Purchaser of any material steps in such claims and consult with the Purchaser regarding any material decision regarding
such claims.



 


		6.5	The Purchaser agrees to co-operate reasonably with the Seller in any action taken by the Seller
in accordance with its rights under paragraphs 6.3 and/or 6.4 above and the Purchaser further agrees that (whether or not an Asbestos
Claim Notice has been received and the provisions of paragraph 6.4 above thereby triggered) the Purchaser will not (and shall procure
that no Asbestos Indemnified Person shall) make any admission of liability by or on behalf of any Asbestos Indemnified Person nor
compromise, dispose of or settle any Purchaser Asbestos Claim or pursue any claim against any third party or take any other




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action which could potentially impact
the Seller’s ability to defend, compromise, dispose of or settle any Purchaser Asbestos Claim or any Seller Asbestos Claim.


 


		6.6	The Seller agrees to comply with the Purchaser’s requests to take reasonable steps to reduce
the Purchaser’s and the Asbestos Indemnified Person’s indirect costs and to reimburse the Purchaser the reasonable
direct costs incurred by the Purchaser or any Asbestos Indemnified Person arising out of compliance by the Purchaser with its obligations
under paragraph 6.5 above.



 


		7	Maintenance of Privilege and Confidentiality



 


		7.1	The Purchaser shall not (and shall procure that no Asbestos Indemnified Person shall) disclose
information concerning any Purchaser Asbestos Claim or Seller Asbestos Claim, the historic conduct and practices of the Seller’s
Group in relation to Asbestos or any information relating to this Part 1 of Schedule 6 to any third party without the prior written
consent of the Seller (such consent not to be unreasonably withheld), except where such disclosure is required by law, by court
order or in writing by any relevant regulatory authority. If disclosure is or may be so required, prior to making any such disclosure,
the Purchaser shall promptly notify the Seller through the representative specified in Clause 18.13 (or through such other representative
as the Seller may notify to the Purchaser from time to time) of the requirement or potential requirement for disclosure in sufficient
time to permit the Seller to contest such disclosure at the Seller’s cost if it so elects or otherwise to determine in consultation
with the Purchaser the timing, content and scope of such disclosure (including, without limitation, the intended recipients and
any confidentiality obligations to which those recipients should be required to agree).



 


		7.2	The Purchaser shall (and shall procure that the Asbestos Indemnified Persons shall) co-operate
with the Seller and comply with the Seller’s reasonable requirements to maintain confidentiality and legal privilege in relation
to any information or documentation relating to any Purchaser Asbestos Claims or Seller Asbestos Claims, including information
relating to this Part 1 of Schedule 6.



 


		8	Consequences of Breach



 


If the Purchaser breaches any of the
obligations under this Part 1 of Schedule 6, or fails to procure compliance by any Asbestos Indemnified Person with this Schedule,
the Seller shall to the extent that the breach or failure has increased the Seller Group’s liability:


 


		(i)	under this Schedule; or



 


		(ii)	in respect of any Asbestos Claims,



 


then the Seller shall be released from
its obligations to the Purchaser’s Group under this Part 1 of Schedule 6 but only to the extent of such increase in liability.


 


		9	Exclusive Remedies



 


The exclusive remedies of the Purchaser
(and the Purchaser on behalf of all Asbestos Indemnified Persons) in respect of Purchaser Asbestos Losses shall be under this Part
1 of Schedule 6.



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		10	Asbestos Survey and Conduct of Remedial Action



 


		10.1	Appointment



 


		10.1.1	The parties shall jointly instruct an independent environmental consultant, on terms to be agreed
between the parties, to produce the Asbestos Survey pursuant to Clause 5.6 of this Agreement and in accordance with the Asbestos
Survey Guidelines, to the extent applicable in accordance with the Asbestos Survey Guidelines.



 


		10.1.2	The Seller shall bear the costs of the Asbestos Survey.



 


		10.2	Completion of Asbestos Survey and Remedial Action 



 


		10.2.1	To the extent that:



 


		(i)	the Asbestos Survey identifies the presence of Asbestos or reasonable grounds which demonstrate
it is likely to be present at a Premises on or prior to the Closing Date; and



 


		(ii)	the conditions specified in paragraph 2.2.3 of this Part 1 of Schedule 6 are met,



 


the Seller shall, as soon as reasonably
practicable after such identification and to the extent necessary, provide a reasonably detailed description of the scope of works
for any relevant Remedial Action including (i) a cost estimate and (ii) the name of the Seller’s nominated third party environmental
consultant or contractor for the performance of the relevant Remedial Action to the Purchaser for the Purchaser’s approval
(such approval not to be unreasonably withheld or delayed).


 


		10.2.2	Subject to the other provisions of this paragraph, the Seller shall procure that any Remedial Action
determined to be required is carried out:



 


		(i)	as soon as reasonably practicable after agreeing the scope of works;



 


		(ii)	in compliance with Asbestos Law and any applicable requirements pursuant to any Environmental Permit
and, to the extent that this is necessary, having regard to the particular regulatory authority involved, in consultation with
the relevant authority;



 


		(iii)	in accordance with the agreed scope of works and ensuring that it is undertaken competently and
in accordance with generally recognised prudent asbestos management practice.



 


		10.2.3	The Seller shall give and shall procure, at its sole cost, that any Group Company gives the Purchaser
such access to the relevant Premises and such co-operation and assistance as is reasonable in the circumstances to permit it to
satisfy itself that the Seller is complying with this paragraph 10.



 


		10.2.4	The Seller shall provide upon the Purchaser’s reasonable request access to or copies of such
documents, information, correspondence or records as are in the Seller’s or the relevant Group Company’s possession
which relate to the Remedial Action (including correspondence or submissions to the relevant regulatory authority or court) and
shall keep the Purchaser informed as to progress of the Remedial Action and of any matters discovered during the Remedial Action
which could affect its scope, design, execution or cost.




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		10.2.5	Upon completion of any Remedial Action, the Seller shall (and shall procure that any member of
the Seller’s Group shall) use all reasonable endeavours to:



 


		(i)	procure that its environmental consultant (or contractor) provides the Purchaser with a written
certificate, in a form reasonably satisfactory to the Purchaser, to the effect that such Remedial Action has been completed in
accordance with and to any standard specified in the relevant agreed scope of works; and



 


		(ii)	at the Purchaser’s reasonable request, obtain written confirmation from the relevant regulatory
authority that either such Remedial Action has been completed or that no further action is required.



 


		10.3	Completion of the Asbestos Survey and Remedial Action after the
Closing Date



 


To the extent that the Asbestos Survey
is completed after the Closing Date, paragraphs 10.2.1, 10.2.2 and 10.2.5 above shall apply mutatis mutandis and, as for
paragraphs 10.2.3 and 10.2.4 above, other than in respect of costs in relation to paragraph 10.2.3 above which shall continue to
be borne solely by the Seller, all references to the Seller shall be read as references to the Purchaser and all references to
the Purchaser shall be read as references to the Seller.



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Schedule 6


 


Part 2

Excluded CFB Business Indemnity

Clause 7.3


 


		1	Definitions



 


For the purposes of this Part
2 of Schedule 6:


 


“Excluded CFB Business
Claim Notice” means any notice required under paragraph 3 below which shall be marked for the attention of the Seller’s
representative as listed in Clause 18.13 (or to such other representative as the Seller may notify to the Purchaser in writing
from time to time) setting out particulars of any Purchaser Excluded CFB Business Claim (having regard to the particulars available
to the relevant Excluded CFB Business Indemnified Person) including, without limitation, a copy of the document evidencing the
claim, details of the claimant, nature and quantum of the claim, the identity of the claimant’s advisers and the status of
the claim;


 


“Excluded CFB Business
Indemnified Person(s)” means any member of the Purchaser’s Group;


 


“Excluded CFB Business
Losses” means any losses, damages, costs, charges and expenses (including, but not limited to, the reasonable cost of
legal and other expert advice and the costs of defending any criminal prosecutions commenced in relation to Purchaser Excluded
CFB Business Claims or Seller Excluded CFB Business Claims but, without prejudice to Clause 18.12.1, excluding any losses, damages,
costs, charges or expenses in respect of Tax) which are incurred by any Excluded CFB Business Indemnified Person in connection
with or arising from the Excluded CFB Business;


 


“Excluded CFB Business
Proceeding” means any criminal, civil, judicial, administrative or regulatory proceeding, suit or formal order or formal
process by any regulatory authority or any formal claim by any third party in relation to the Excluded CFB Business that remains
with or is transferred to the Retained Group under Applicable Law (other than any proceeding, suit, order, process or claim in
respect of Tax), received by or issued against the Seller and/or any member of the Seller’s Group or the Purchaser and/or
any member of the Purchaser’s Group (as applicable);


 


“Purchaser Excluded
CFB Business Claim” means any Excluded CFB Business Proceeding commenced or threatened in writing by any person (including,
without limitation, employees) against any Excluded CFB Business Indemnified Person after the Closing Date or against any Group
Company (whether before or after the Closing Date); and


 


“Seller Excluded CFB
Business Claim” means any Excluded CFB Business Proceeding commenced or threatened in writing by any person (including,
without limitation, employees) against any member of the Seller’s Group (excluding any Group Company) whether before or after
the Closing Date.


 


		2	Indemnity



 


Subject to the provisions of
this Part 2 of Schedule 6, the Seller agrees to pay to the Purchaser such amount as would, if paid to the Excluded CFB Business
Indemnified



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Persons (ignoring any Tax that
would be suffered by such Excluded CFB Business Indemnified Persons or receipt thereof), keep indemnified the Excluded CFB Business
Indemnified Persons from and against any Excluded CFB Business Losses actually incurred by an Excluded CFB Business Indemnified
Person after the Closing Date.


 


		3	Notification of Claims



 


The Purchaser shall, and shall
procure that any relevant member of its Group shall, in relation to any Purchaser Excluded CFB Business Claim or Excluded CFB Business
Losses:


 


		3.1	in which an Excluded CFB Business Proceeding has been served on, or formally notified as part of
the legal process, to any Excluded CFB Business Indemnified Person, serve the Seller with an Excluded CFB Business Claim Notice
within ten (10) Business Days of service on or receipt of notification of such claim by, the relevant Excluded CFB Business Indemnified
Person;



 


		3.2	in respect of which any Excluded CFB Business Indemnified Person has received written notice of
an intention to commence legal proceedings in respect of an Excluded CFB Business Proceeding, serve the Seller with an Excluded
CFB Business Claim Notice as soon as reasonably practicable (and in any event within ten (10) Business Days of receipt by the relevant
Excluded CFB Business Indemnified Person of such written notice); or



 


		3.3	in respect of which any Excluded CFB Business Indemnified Person has suffered any Excluded CFB
Business Losses or become aware of any facts or circumstances which are reasonably expected to result in Excluded CFB Business
Losses, notify the Seller of such Excluded CFB Business Losses or such facts or circumstances as soon as practicably possible.



 


		4	Conduct of Claims



 


		4.1	If any Excluded CFB Business Indemnified Person becomes aware of any Excluded CFB Business Proceeding
or receives any information in relation to any Excluded CFB Business Proceeding (including, for the avoidance of doubt, any Seller
Excluded CFB Business Claim), the Purchaser shall give the Seller notice of this awareness and/or information within ten (10) Business
Days of receiving it.



 


		4.2	The parties agree that Clause 12.5 shall apply mutatis mutandis to the conduct of any Purchaser
Excluded CFB Business Claims.



 


		5	Maintenance of Privilege and Confidentiality



 


		5.1	The Purchaser shall not (and shall procure that no Excluded CFB Business Indemnified Person shall)
disclose information concerning any Purchaser Excluded CFB Business Claim or Seller Excluded CFB Business Claim, the historic conduct
and practices of the Seller’s Group or any information relating to this Part 2 of Schedule 6 to any third party without the
prior written consent of the Seller (such consent not to be unreasonably withheld), except where such disclosure is required by
law, by court order or by Governmental Entity. If disclosure is or may be so required, prior to making any such disclosure, the
Purchaser shall promptly notify the Seller through the representative specified in Clause 18.13 (or through such other representative
as the Seller may notify to the Purchaser from time to time) of the requirement or potential requirement for disclosure




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in sufficient
time to permit the Seller to contest such disclosure at the Seller’s cost if it so elects or otherwise to determine in consultation
with the Purchaser the timing, content and scope of such disclosure (including, without limitation, the intended recipients and
any confidentiality obligations to which those recipients should be required to agree).


 


		5.2	The Purchaser shall (and shall procure that the Excluded CFB Business Indemnified Persons shall)
co-operate with the Seller and comply with the Seller’s reasonable requirements to maintain confidentiality and legal privilege
in relation to any information or documentation relating to any Purchaser Excluded CFB Business Claims or Seller Excluded CFB Business
Claims, including information relating to this Part 2 of Schedule 6.



 


		6	Exclusive Remedies



 


The exclusive remedies of the
Purchaser (and the Purchaser on behalf of all Excluded CFB Business Indemnified Persons) in respect of Excluded CFB Business Losses
shall be under this Part 2 of Schedule 6.



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Schedule 6


 


Part 3

Known Dispute Indemnity

Clause 7.6


 


		1	Definitions



 


For the purposes of this Part
3 of Schedule 6:


 


“Known Dispute”
means the Samcheok, Cebu and Alto disputes which have been disclosed by the Seller to the Purchaser and which are referred to in
Data Room folders 3.2.5.2.7, 3.2.5.6, 3.2.9.26.1.1, 3.2.9.26.1.4, 3.2.9.27.1, 3.2.9.31.1, 3.2.9.37.1;


 


“Known Dispute Claim
Notice” means any notice required under paragraph 3 below which shall be marked for the attention of the Seller’s
representative as listed in Clause 18.13 (or to such other representative as the Seller may notify to the Purchaser in writing
from time to time) setting out particulars of any Purchaser Known Dispute Claim (having regard to the particulars available to
the relevant Known Dispute Indemnified Person) including, without limitation, a copy of the document evidencing the claim, details
of the claimant, nature and quantum of the claim, the identity of the claimant’s advisers and the status of the claim;


 


“Known Dispute Indemnified
Person(s)” means any member of the Purchaser’s Group;


 


“Known Dispute Losses”
means any losses, damages, costs, charges and expenses (including, but not limited to, the reasonable cost of legal and other expert
advice but, without prejudice to Clause 18.12.1, excluding any losses, damages, costs, charges or expenses in respect of Tax) which
are incurred by any Known Dispute Indemnified Person in connection with or arising from any Known Dispute;


 


“Known Dispute Proceeding”
means any criminal, civil, judicial, administrative or regulatory proceeding, suit or formal order or formal process by any regulatory
authority or any formal claim by any third party in relation to Known Disputes under Applicable Law (other than any proceeding,
suit, order, process or claim in respect of Tax), received by or issued against the Seller and/or any member of the Seller’s
Group or the Purchaser and/or any member of the Purchaser’s Group (as applicable);


 


“Purchaser Known Dispute
Claim” means any Known Dispute Proceeding commenced or threatened in writing by any person (including, without limitation,
employees) against any Known Dispute Indemnified Person after the Closing Date or against any Group Company (whether before or
after the Closing Date); and


 


“Seller Known Dispute
Claim” means any Known Dispute Proceeding commenced or threatened in writing by any person (including, without limitation,
employees) against any member of the Seller’s Group (excluding any Group Company) whether before or after the Closing Date.


 


		2	Indemnity



 


Subject to the provisions of
this Part 3 of Schedule 6, the Seller agrees to pay to the Purchaser such amount as would, if paid to the Known Dispute Indemnified
Persons (ignoring any Tax that would be suffered by such Known Dispute Indemnified Persons on receipt thereof), keep indemnified
the Known Dispute Indemnified Persons from and



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against any Known Dispute Losses
actually incurred by a Known Dispute Indemnified Person after the Closing Date.


 


		3	Notification of Claims



 


The Purchaser shall, and shall
procure that any relevant member of its Group shall, in relation to any Purchaser Known Dispute Claim or Known Dispute Losses:


 


		3.1	in which a Known Dispute Proceeding has been served on, or formally notified as part of the legal
process, to any Known Dispute Indemnified Person, serve the Seller with a Known Dispute Claim Notice within 10 Business Days of
service on or receipt of notification of such claim by, the relevant Known Dispute Indemnified Person;



 


		3.2	in respect of which any Known Dispute Indemnified Person has received written notice of an intention
to commence legal proceedings in respect of a Known Dispute Proceeding, serve the Seller with a Known Dispute Claim Notice as soon
as reasonably practicable (and in any event within 10 Business Days of receipt by the relevant Known Dispute Indemnified Person
of such written notice); or



 


		3.3	in respect of which any Known Dispute Indemnified Person has suffered any Known Dispute Losses
or become aware of any facts or circumstances which are reasonably expected to result in Known Dispute Losses, notify the Seller
of such Known Dispute Losses or such facts or circumstances as soon as practicably possible.



 


		4	Conduct of Claims



 


		4.1	If any Known Dispute Indemnified Person becomes aware of any Known Dispute Proceeding or receives
any information in relation to any Known Dispute Proceeding (including, for the avoidance of doubt, any Seller Known Dispute Claim),
the Purchaser shall give the Seller notice of this awareness and/or information within ten (10) Business Days of receiving it.



 


		4.2	The parties agree that Clause 12.5 shall apply mutatis mutandis to the conduct of any Purchaser
Known Dispute Claims.



 


		5	Maintenance of Privilege and Confidentiality



 


		5.1	The Purchaser shall not (and shall procure that no Known Dispute Indemnified Person shall) disclose
information concerning any Purchaser Known Dispute Claim or Seller Known Dispute Claim, the historic conduct and practices of the
Seller’s Group or any information relating to this Part 3 of Schedule 6 to any third party without the prior written consent
of the Seller (such consent not to be unreasonably withheld), except where such disclosure is required by law, by court order or
by any Governmental Entity. If disclosure is or may be so required, prior to making any such disclosure, the Purchaser shall promptly
notify the Seller through the representative specified in Clause 18.13 (or through such other representative as the Seller may
notify to the Purchaser from time to time) of the requirement or potential requirement for disclosure in sufficient time to permit
the Seller to contest such disclosure at the Seller’s cost if it so elects or otherwise to determine in consultation with
the Purchaser the timing, content and scope of such disclosure (including, without limitation, the intended recipients and any
confidentiality obligations to which those recipients should be required to agree).




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		5.2	The Purchaser shall (and shall procure that the Known Dispute Indemnified Persons shall) co-operate
with the Seller and comply with the Seller’s reasonable requirements to maintain confidentiality and legal privilege in relation
to any information or documentation relating to any Purchaser Known Dispute Claims or Seller Known Dispute Claims, including information
relating to this Part 3 of Schedule 6.



 


		6	Exclusive Remedies



 


The exclusive remedies of the
Purchaser (and the Purchaser on behalf of all Known Dispute Indemnified Persons) in respect of Known Dispute Losses shall be under
this Part 3 of Schedule 6.


 


		7	Provisions



 


The Seller shall not be liable
for the Known Dispute Losses if and to the extent that specific allowance, provision or reserve is made in the Final Closing Statement
for the matter giving rise to such Known Dispute Losses. Notwithstanding that only 50 per cent. of such allowance, provision or
reserve may be taken account in the Final Closing Statement under paragraph 3.3.6 of Part 1 of Schedule 3, this paragraph 7 shall
apply to the full amount of the relevant allowance, provision or reserve provided by the Seller or Seller’s Group in respect
of the relevant project.



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Schedule 7

Limitation of Liability under Clause 11


 


		1	Time Limitation for Specific Claims



 


The Seller shall not be liable
for any Specific Claim unless a notice of the Specific Claim is given by the Purchaser to the Seller specifying the matters set
out in Clause 12.2:


 


		1.1.1	in the case of any claim for breach of Fundamental Warranties: perpetual;



 


		1.1.2	in the case of any Tax Claim: within six years following Closing;



 


		1.1.3	in the case of any Asbestos Indemnity Claim made pursuant to paragraphs 2.2.1 and 2.2.2 of Part
1 of Schedule 6: on or before 1 January 2050;



 


		1.1.4	in the case of any Asbestos Indemnity Claim made pursuant to paragraph 2.2.3 of Part 1 of Schedule
6: 12 months following completion of the Asbestos Survey;



 


		1.1.5	in the case of any claim for breach of paragraph 12 of Schedule 4 other than Asbestos Indemnity
Claims: within five years following Closing;



 


		1.1.6	in the case of any claim concerning the indemnity in accordance with Clause 7.3 and Part 3 of Schedule
6: within four years following Closing; and



 


		1.1.7	in the case of any claim (i) for breach of Seller’s Warranties except for those otherwise
provided in this paragraph 1 and (ii) concerning the other specific indemnities in Clause 7 and Schedule 6: within 21 months following
Closing.



 


		2	Minimum Claims



 


		2.1	The Seller and the Guarantor shall not be liable for any individual Claim (or a series of Claims
arising from substantially identical facts or circumstances) where the liability agreed or determined for any such claim or series
of claims against the Seller and the Guarantor does not exceed US$175,000.



 


		2.2	Where the liability agreed or determined for any such Claim or series of Claims against the Seller
exceeds US$175,000, the Seller shall be liable for the amount of the claim or series of claims as agreed or determined and not
just the excess.



 


		2.3	This paragraph 2 shall not apply to any Claim under clause 2.2 of the Tax Indemnity.



 


		2.4	This paragraph 2 shall not apply to the Specific Indemnity in Clause 7.4.



 


		3	Aggregate Minimum Claims



 


		3.1	The Seller shall not be liable for any Specific Claim unless the aggregate amount of all Specific
Claims for which Seller would otherwise be liable exceeds US$1,750,000.



 


		3.2	Where the amount agreed or determined for all Specific Claims referred to in paragraph 3.1 above
exceeds US$1,750,000, the Seller shall be liable for all the amount of such Specific Claims and not just the excess.



 


		3.3	This paragraph 3 shall not apply to any Claim under clause 2.2 of the Tax Indemnity.



 


		3.4	This paragraph 3 shall not apply to the Specific Indemnity in Clause 7.4.




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		4	Maximum Liability



 


The aggregate liability of the
Seller:


 


		4.1.1	for all claims for breach of the Fundamental Warranties shall not exceed 100 per cent. of the Purchase
Price paid to the Seller pursuant to Clause 3.3;



 


		4.1.2	for all Asbestos Indemnity Claims shall not exceed 100 per cent. of the Purchase Price paid to
the Seller pursuant to Clause 3.3; and



 


		4.1.3	for all other respective Specific Claims shall not exceed 22.5 per cent. of the Purchase Price
paid to the Seller pursuant to Clause 3.3,



 


provided that for all Claims
including Tax Claims and claims for breach of Fundamental Warranties (but excluding Asbestos Indemnity Claims), the aggregate liability
of the Seller and the Guarantor shall not exceed 100 per cent. of the Purchase Price paid to the Seller pursuant to Clause 3.3.


 


		5	Contingent Liabilities



 


The Seller shall not be liable
for any Specific Claim (other than a Tax Claim) in respect of any liability which is contingent unless and until such contingent
liability becomes an actual liability and is due and payable.


 


		6	Losses



 


The Seller and the Guarantor
shall not be liable for any Claim in respect of any loss of profit or indirect or consequential losses.


 


		7	Provisions



 


The Seller shall not be liable
for any Specific Claim (other than a Tax Claim) if and to the extent that:


 


		7.1.1	allowance, provision or reserve is made in the Final Closing Statement for the matter giving rise
to such claim provided that such allowance, provision or reserve is treated as Indebtedness in the adjustment process pursuant
to Clause 9; or



 


		7.1.2	in respect of a Claim for breach of a Seller’s Warranty in paragraph 13.3 of Schedule 4 arising
from the warranty provided by the Seller or Seller’s Group in the relevant project only, an applicable portion of allowance,
provision or reserve corresponding to such warranty in relation to the project is made and that amount has been taken into account
in the Final Closing Statement; or



 


		7.1.3	in respect of a Claim for breach of a Seller’s Warranty in paragraph 13.3 of Schedule 4 arising
from matters other than paragraph 7.1.2 above only, an applicable portion of allowance, provision or reserve corresponding to the
risk of the relevant project is made and that amount has been taken into account in the Final Closing Statement.



 


		8	Matters Arising Subsequent to this Agreement



 


The Seller and the Guarantor
shall not be liable for any Claim (other than a Tax Claim) to the extent that such claim has arisen as a result of:



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		8.1	Agreed Matters



 


any matter or thing done or
omitted to be done pursuant to and in compliance with this Agreement or any other Transaction Document or otherwise at the request
in writing or with the approval in writing of the Purchaser;


 


		8.2	Acts of the Purchaser



 


any act, omission or transaction
of the Purchaser or any member of the Purchaser’s Group or any of the Group Companies, or their respective directors, officers,
employees or agents or successors in title, after Closing to the extent those would increase Losses;


 


		8.3	Changes in Legislation, Regulation or Practice



 


		8.3.1	the passing of, or any change in, after the date of this Agreement, any law, rule, regulation or
administrative practice of any government, governmental department, agency or regulatory body including (without prejudice to the
generality of the foregoing) any increase in the rates of Taxation or any imposition of Taxation or any withdrawal of relief from
Taxation not actually (or prospectively) in effect at the date of this Agreement;



 


		8.3.2	any change after the date of this Agreement of any generally accepted interpretation or application
of any legislation or regulation; and



 


		8.3.3	any change after the date of this Agreement of any generally accepted accounting principles, procedure
or practice;



 


		8.4	Accounting and Taxation Policies



 


any change in accounting or
Taxation policy, bases or practice of the Purchaser or any of the Purchaser’s Group introduced or having effect after the
date of this Agreement.


 


		9	Insurance



 


Without prejudice to Clause
16, the Seller shall not be liable for any Specific Claim to the extent that the Losses in respect of which such claim is made
are actually recovered under a policy of insurance.


 


		10	Purchaser’s breach



 


The Seller shall not be liable
in respect of any Specific Claim (other than a Tax Claim) to the extent that such claim arises as a result of, or is increased
by, the failure of the Purchaser to comply with any of its obligations under this Agreement or the Tax Indemnity to the extent
that such breach would increase Losses.


 


		11	Mitigation of Losses



 


The Purchaser shall procure
that reasonable steps are taken and reasonable assistance is given to avoid or mitigate any Losses which in the absence of mitigation
might give rise to a liability for any claim for breach of or under this Agreement or the Tax Indemnity.



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		12	Purchaser’s Right to Recover



 


		12.1	Recovery for Actual Liabilities



 


The Seller shall not be liable
to pay an amount in discharge of any Specific Claim (other than a Tax Claim) unless and until the liability for which such claim
is made has become due and payable.


 


		12.2	Prior to Recovery from the Seller etc.



 


If, before the Seller pays an
amount in discharge of any Specific Claim (other than a Tax Claim), neither the Purchaser nor any Group Company recovers or is
entitled to recover (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies
or compensates the Purchaser or Group Company (in whole or in part) for the loss or liability which is the subject matter of such
claim, the Purchaser shall procure that, before steps are taken to enforce such claim against the Seller following notification
under Clause 12.2 or Schedule 6, all reasonable steps are taken to enforce the recovery against the third party and any actual
recovery (less any reasonable costs incurred in obtaining such recovery) shall reduce or satisfy, as the case may be, such claim
to the extent of such recovery.


 


		12.3	Following Recovery from the Seller etc.



 


If the Seller has paid an amount
in discharge of any Specific Claim (other than a Tax Claim), and subsequently the Purchaser or any Group Company is entitled to
recover (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies or compensates
the Purchaser or Group Company (in whole or in part) for the loss or liability which is the subject matter of such claim, the Seller
shall be subrogated to all rights that the Purchaser has or would otherwise have in respect of the claim against the third party
or, if subrogation is not possible, the Purchaser shall procure that all reasonable steps are taken as the Seller may reasonably
require to enforce such recovery and shall, or shall procure that the relevant Group Company shall, pay to the Seller as soon as
practicable after receipt an amount equal to any sum recovered from the third party less any costs and expenses incurred in obtaining
such recovery less any Taxation attributable to the recovery after taking account of any Tax relief available in respect of any
matter giving rise to the claim. Any payment made by the Purchaser to the Seller under this Clause shall be made or procured by
way of further adjustment of the consideration paid by the Purchaser for the Shares and the provisions of Clause 3.3 shall apply
mutatis mutandis.


 


		13	No Double Recovery and no Double Counting



 


No party may recover for breach
of or under this Agreement or the Tax Indemnity or otherwise more than once in respect of the same Losses suffered or amount for
which the party is otherwise entitled to claim (or part of such Losses or amount), and no amount (including any Relief) (or part
of any amount) shall be taken into account, set off or credited more than once for breach of or under this Agreement or the Tax
Indemnity or otherwise, with the intent that there will be no double counting for breach of or under this Agreement or the Tax
Indemnity or otherwise.



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		14	Fraud and Wilful Misconduct



 


None of the limitations contained
in this Schedule 7 shall apply to any claim under, or for breach of, this Agreement or the Tax Indemnity against the Seller or
Guarantor to the extent it arises or is increased as a result of fraud or wilful misconduct by the Seller or Guarantor.


 


		15	Seller’s Right to Remedy Breaches



 


If a breach of this Agreement
is capable of remedy, the Purchaser shall only be entitled to bring a Specific Claim or Tax Claim in respect of such breach if
it gives the Seller written notice of the breach and the breach is not remedied within 60 days of the date on which such notice
is served on the Seller. Without prejudice to its duty to mitigate any loss, the Purchaser shall (or shall procure that any relevant
member of the Purchaser’s Group shall) provide all reasonable assistance to the Seller to remedy any such breach.



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Schedule 8

Seller’s Knowledge

Clause 10.1.4


 


	Name	Designation
	Gary Nedelka	President, Global Power Group 
	Tony Scerbo	Senior Vice President, Finance, Global Power Group
	Jim Vonkaenel	Senior Vice President, Legal, Global Power Group 
	Tomas Harju-Jeanty	President, Power Systems and Technology, Global Power Group
	Tarun Bafna	Head of M&A
	Robert Giglio	Chairman of the Technology Steering Committee of Global Power Group
	David J. Parham	Executive VP, Global Sales and Marketing
	Jaakko Riiali	SVP Commercial, Energia Group and AmecFWEOy
	Weigang Chen	VP Commercial, Deputy MD PGA
	Jaroslaw Mlonka	President, Energia Polska
	Richard G. Lively	SVP Human Resources




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Schedule 9


 


Part 1

Transferring Contracts


 


	A.	Commercial Contracts




 


	Project	Client	Seller Group 

Contracting Party	Scope of Agreement
	Cebu / Therma Visayas Project (Philippines)	Hyundai Engineering Co., Ltd.	Amec Foster Wheeler North America Corp.	Supply contract for boilers and auxiliaries
	Rio Turbio Gas Conversion Project in Argentina	Isolux Corsan	Amec Foster Wheeler North America Corp.	Gas Conversion Project
	Mong Duong Project in Vietnam	Hyundai Engineering & Construction Co., Ltd.	Amec Foster Wheeler North America Corp.	Amec Foster Wheeler North America Corp. has a contract dated December 20, 2011 with Hyundai Engineering & Construction Co., Ltd. for Amec Foster Wheeler North America Corp. to design and supply four steam generators of 250MWe each for the 2x500MW Mong Duong 1 Thermal Power Plant Project located at Mong Duong, Quang Ninh Province, Vietnam 
	SM200 Project in Philippines	Daelim Industrial Co., Ltd.	Amec Foster Wheeler North America Corp.	Amec Foster Wheeler North America Corp. has a contract dated February 5, 2013 with Daelim Industrial Co., Ltd. for Amec Foster Wheeler North America Corp. to design and supply one steam generator and auxiliaries for the SM200 1x100MW Coal Fired Power Plant Project (Phase I) located in the province of Sarangani on Southern Mindanao Philippines
	Seagull Project in South Korea	eTEC E&C Limited	Amec Foster Wheeler North America Corp.	Amec Foster Wheeler North America Corp. has a contract dated December 30, 2013 with eTEC E&C Ltd. for Amec Foster Wheeler North America Corp. to design and supply one steam generator for the Seagull Cogeneration Plant located at Gunsan, Korea




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	Project	Client	Seller Group 

Contracting Party	Scope of Agreement
	Site Services for Mittal Project in India	Isgec Heavy Engineering Limited	Amec Foster Wheeler North America Corp.	Amec Foster Wheeler North America Corp. has a contract dated January 21, 2015 with Isgec Heavy Engineering Limited for Amec Foster Wheeler North America Corp. to provide (i) quality checks for the manufacture of boiler pressure parts at the manufacturing shop, and (ii) consulting services at the project site during erection, commissioning and testing of the boilers for the 2x300 TPH boilers for the Guru Govind Singh Refinery Project located at Bhatinda, Punjab, India 
	Design Services for Mittal Project in India	Isgec Heavy Engineering Limited	Amec Foster Wheeler North America Corp.	Amec Foster Wheeler North America Corp. has a contract dated January 21, 2015 with Isgec Heavy Engineering Limited for Amec Foster Wheeler North America Corp. to provide review and checking or technical documentation prepared by Isgec for the 2x300 TPH boilers for the Guru Govind Singh Refinery Project located at Bhatinda, Punjab, India 
	Therma Visias (Cebu) CFB Boiler Project in Philippines	Galing Power & Energy Construction Co., Ltd.	Amec Services Limited (Philippine Branch)	Jobsite Technical Advisory Services
	Soma Kolin CFB Boiler Project in Turkey	Harbin Electric International Co., Ltd.	Amec Foster Wheeler Bimas Birlesik Insaat ve Muhendislik AS	Jobsite Technical Advisory Services




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	B.	Licences 




 


		I.	Licences



 


 


	Data Room 

Reference	Licensee	Seller’s 

Group 

licensor	Technology	
        Main


Territory

	3.2.8.1.2.1.4	BHI Co., Ltd.	Amec Foster Wheeler North America Corp.	CFB and Oil and Gas Boilers 	Korea
	3.2.8.1.2.1.5	Caldema Equipamentos Industriais Ltda.	FW America Latina Limitada	BFB Boilers – Know How	Brazil
	3.2.8.1.2.1.7	Essar Projects (India) Limited	FW Hungary Licensing LLC	CFB Boilers	India
	3.2.8.1.2.1.11	ISGEC Heavy Engineering Limited	Amec Foster Wheeler North America Corp.	CFB	India
	3.2.8.1.2.1.12	Kobelco Eco-Solutions Co., Ltd	Amec Foster Wheeler North America Corp.	CFB	Japan
	3.2.8.1.2.1.13	Sumitomo Heavy Industries, Ltd.	Foster Wheeler Energy Corporation	CFB Boilers	Far East countries (excluding Japan)
	3.2.8.1.2.1.14	Sumitomo Heavy Industries, Ltd.	Amec Foster Wheeler North America Corp.	CFB	Japan
	3.2.8.1.2.1.16	Wuxi Huaguang Boiler Co., Ltd	Amec Foster Wheeler North America Corp.	CFB	China
	3.2.8.1.2.1.17	Zanini Industria e Montagens Ltda.	FW America Latina Limitada	BFB Boilers – Know How	Brazil


 


		II.	Spot Licences



 


The spot licences are disclosed
in the Data Room at Data Room Document 3.2.8.1.2.2.5.


 


	Project Name	Licensee	Seller’s Group licensor	Technology	Main 

Territory
	Cosumar Project	ISGEC Heavy Engineering Limited	Amec Foster Wheeler North America Corp.	CFB	Morocco




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	Project Name	Licensee	Seller’s Group licensor	Technology	Main 

Territory
	EREN Corlu Project	ISGEC Heavy Engineering Limited	Amec Foster Wheeler North America Corp.	CFB	Turkey
	Vietracimex VNT 19 Project	ISGEC Heavy Engineering Limited	Amec Foster Wheeler North America Corp.	CFB	Vietnam
	Bontang Regency 2x100MW Power Plant	ISGEC Heavy Engineering Limited	Amec Foster Wheeler North America Corp.	CFB	Indonesia
	Fuzairah Cement CPP Project	ISGEC Heavy Engineering Limited	Amec Foster Wheeler North America Corp.	CFB	U.A.E.
	Roytex S.A. Project	ISGEC Heavy Engineering Limited	Amec Foster Wheeler North America Corp.	CFB	Guatemala
	Termoamaga Project	ISGEC Heavy Engineering Limited	Amec Foster Wheeler North America Corp.	CFB	Colombia
	T L Cement Project	ISGEC Heavy Engineering Limited	Amec Foster Wheeler North America Corp.	CFB	East Timor
	ISKO Project	ISGEC Heavy Engineering Limited	Amec Foster Wheeler North America Corp.	CFB	Turkey
	WILMAR NABATI Project	ISGEC Heavy Engineering Limited	Amec Foster Wheeler North America Corp.	CFB	Indonesia
	TERMOFRONTERA Project	ISGEC Heavy Engineering Limited	Amec Foster Wheeler North America Corp.	CFB	Colombia
	Trombay Power Plant Project	ISGEC Heavy Engineering Limited	Amec Foster Wheeler North America Corp.	CFB	Nigeria




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	Project Name	Licensee	Seller’s Group licensor	Technology	Main 

Territory
	Ministry of Energy and Petroleum Project	ISGEC Heavy Engineering Limited	Amec Foster Wheeler North America Corp.	CFB	Niger
	Wilmar Group Project	ISGEC Heavy Engineering Limited	Amec Foster Wheeler North America Corp.	CFB	Indonesia
	Balkupu Seker Project	ISGEC Heavy Engineering Limited	Amec Foster Wheeler North America Corp.	CFB	Turkey
	Modern Energy Supply (MES) Project	ISGEC Heavy Engineering Limited	Amec Foster Wheeler North America Corp.	CFB	Colombia
	Dangote (Okpella) Project	ISGEC Heavy Engineering Limited	Amec Foster Wheeler North America Corp.	CFB	Nigeria
	ICS (Industries Chimiques)	ISGEC Heavy Engineering Limited	Amec Foster Wheeler North America Corp.	CFB	Senegal
	Tire Kutsan Paper Mill Project	ISGEC Heavy Engineering Limited	Amec Foster Wheeler North America Corp.	CFB	Turkey
	McNally Bharat Engineering Co., Ltd. project	ISGEC Heavy Engineering Limited	Amec Foster Wheeler North America Corp.	CFB	Namibia
	Sumsel-5 Project 	Wuxi Huaguang Boiler Co., Ltd.	Amec Foster Wheeler North America Corp.	CFB	Indonesia
	Hai Duong Project 	Wuxi Huaguang Boiler Co., Ltd.	Amec Foster Wheeler North America Corp.	CFB	Vietnam






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	C.	Other Agreements



 


	Agreement	Counterparty	Seller Group 

Contracting Party	Scope of Agreement
	Repayment Agreement dated September 29, 1997	US Department of Energy	Foster Wheeler Energy Corporation	Repayment of funding provided by the Department of Energy for the Jacksonville Electric Authority CFB Project
	Repayment Agreements dated May 29, 1997 (1)	US Department of Energy	Foster Wheeler Energy Corporation	Repayment of funding provided by the Department of Energy for the PCFB Demonstration Project at the City of Lakeland, FL
	Repayment Agreements dated May 29, 1997 (2)	US Department of Energy	Foster Wheeler Energy Corporation	Repayment of funding provided by the Department of Energy for the PCFB Demonstration Project at the City of Lakeland, FL
	Technical Partnership Agreement dated February 15, 2010	Fundacion Ciudad de la Energia	Amec Foster Wheeler Energia S.L.U.	Relates to the Technology Development Plant (an Oxy-CFB boiler) (see folders 3.1.5.3 and 3.1.5.3.3 in the Data Room)
	Licence Termination Agreement dated 

April 9, 2014	Doosan Heavy Industries & Construction Co., Ltd.	Amec Foster Wheeler North America Corp.	Amec FW’s obligations for CFB projects sold by Doosan under the Licence Agreement before its termination
	Memorandum of Understanding dated 

May 21, 2014	Dongfang Electric Corporation, Dongfang Boiler Group Co., Ltd. and Dongfang Boiler Works	Foster Wheeler Energy Corporation and Amec Foster Wheeler North America Corp.	Termination of the original licence agreement and all rendered arbitral awards, prohibiting the use of AFW’s patents with allowance of know-how granted to Dongfang from AFW
	Joint Venture Agreement in respect of ISGEC Foster Wheeler Boilers Private Limited	Isgec Heavy Engineering Limited	Amec Foster Wheeler North America Corp.	ISGEC Joint Venture




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Schedule 9


 


Part 2

Non-Transferring Contracts


 


 


	Project	Client	Seller Group 

Contracting Party	Scope of Agreement
	Site Services for Nghi Son 2x300MW PC Boilers in Vietnam (1)	Marubeni Corporation	Amec Foster Wheeler Services (Thailand) Ltd.	Foster Wheeler Service (Thailand) Limited has a contract dated September 27, 2010 with Marubeni Corporation to perform site advisory services during erection, commissioning and testing of the pulverized coal boilers and auxiliary equipment for the 2x300MW Nghi Son Thermal Power Plant Construction Project (1) located in Vietnam 
	Site Services for Thai Binh 2x300MW PC Boilers in Vietnam (1)	Marubeni Corporation	Amec Foster Wheeler Services (Thailand) Ltd.	Foster Wheeler Service (Thailand) Limited has a contract dated March 20, 2014 with Marubeni Corporation to perform site advisory services during erection, commissioning and testing of the pulverized coal boilers and auxiliary equipment for the 2x300MW Thai Binh (1) Thermal Power Plant and Transmission Lines Construction Project located in Vietnam




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Schedule 10

Third Party Consents


 


Part 1

Transferring Contracts


 


		1	Obligation to obtain Third Party Consents



 


		1.1	The Seller shall use reasonable endeavours both before and after Closing to procure all necessary
Third Party Consents to achieve the novation (and in the event that a novation is not acceptable to any third party counterparty
to any Transferring Contract, the assignment or other transfer) from the relevant member of the Retained Group (the “Transferor”)
to the relevant Group Company (the “Transferee”) of each Transferring Contract and shall keep the Purchaser
informed of progress in obtaining such Third Party Consents.



 


		1.2	In relation to any Transferring Contract which cannot be novated, assigned or transferred by the
Transferor to the Transferee without a Third Party Consent, this Agreement shall not be construed as a novation or an assignment
or transfer or an attempted novation, assignment or transfer.



 


		1.3	The Seller shall deliver to the Purchaser, on Closing or, if later, as soon as possible after receipt,
evidence of any Third Party Consent and a copy of any documentation effecting an assignment, transfer or novation (as the case
may be) of the Transferring Contract duly executed by the appropriate parties. With effect from Closing, the Purchaser shall
procure such due execution by Group Companies.



 


In connection with the obtaining
of any Third Party Consent, the Purchaser shall co-operate and provide such assistance as may be required by the Seller, including
supplying to the Seller such information and references regarding the financial position of the Purchaser as may be reasonably
requested by the Seller or any relevant third party.


 


		1.4	The cost of any reasonable fee demanded by the third party as consideration for giving the Third
Party Consent shall be borne by the Seller. For the purposes of this Schedule 10, “fees or charges” shall mean
any one-off fees payable to the relevant third party counterparty to the Transferring Contract in consideration for its consent
and shall also include any ongoing fees or charges under any Transferring Contract, including any one-off increase in, or other
variation to, any fees or charges payable during the remaining term of the Transferring Contract and any fees or charges payable
during any renewals or extensions of term.



 


		2	Obligations until Third Party Consents are obtained



 


		2.1	In respect of any Transferring Contract, from Closing until the relevant Third Party Consent has
been obtained as contemplated by paragraph 1 above or where the Third Party Consent has been refused:



 


		2.1.1	the Transferor shall hold the benefit of the Transferring Contract on trust for the Transferee
to the extent it is lawfully able to do so or, where it is not lawfully able to do so, the Transferor and the Transferee shall
make such other arrangements between themselves to provide to the Transferee the benefits of the Transferring Contract, including
the enforcement at the cost and for the account of the





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			Transferee of all rights of the Transferor against any other party thereto in accordance
with the instructions of the Transferee;



 


		2.1.2	to the extent that the Transferee is lawfully able to do so, the Transferee shall perform the Transferor’s
obligations under the Transferring Contract as agent or subcontractor and the Purchaser shall indemnify, and keep indemnified,
the Seller (for itself and as trustee for the relevant Transferor) in respect of any and all Losses the Seller and/or the Transferor
may incur directly in connection therewith; and



 


		2.1.3	to the extent that the Transferee is not lawfully able to perform the Transferor’s obligations
as contemplated in paragraph 2.1.2 above, the Seller shall procure that the Transferor shall (subject to being indemnified by the
Purchaser for any Losses the Seller and/or Transferor may incur in connection therewith) do all such things as the Purchaser may
reasonably require to enable due performance of the Transferring Contract and the Purchaser shall indemnify the Seller and the
Transferor in respect thereof.



 


		3	Failure to Obtain Third Party Consents



 


If the Purchaser is not lawfully
able to perform or procure the performance of any Transferring Contract in accordance with paragraph 2.1.2 above or to receive
the benefits of any Transferring Contract in accordance with paragraph 2.1 above, or if a Third Party Consent or novation is refused
or otherwise not obtained on terms reasonably acceptable to both the Transferor and the Transferee within six months of Closing,
then the Seller shall use reasonable endeavours to achieve an alternative solution that is acceptable to the Purchaser by which
the Transferee shall receive the benefit of the relevant Transferring Contract.




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Schedule 10

Third Party Consents


 


Part 2

Non-Transferring Contracts


 


		1	Obligation to obtain Third Party Consents



 


		1.1	The Seller shall use reasonable endeavours both before and after Closing to procure all necessary
Third Party Consents to achieve the novation (and in the event that a novation is not acceptable to any third party counterparty
to any Non-Transferring Contract, the assignment or other transfer) from the relevant Group Company (the “Transferor”)
to the relevant member of the Retained Group (the “Transferee”) of each Non-Transferring Contract and shall
keep the Purchaser informed of progress in obtaining such Third Party Consents.



 


		1.2	In relation to any Non-Transferring Contract which cannot be novated, assigned or transferred by
the Transferor to the Transferee without a Third Party Consent, this Agreement shall not be construed as a novation or an assignment
or transfer or an attempted novation, assignment or transfer.



 


		1.3	The Seller shall deliver to the Purchaser, on Closing or, if later, as soon as possible after receipt,
evidence of any Third Party Consent and a copy of any documentation effecting an assignment, transfer or novation (as the case
may be) of the Non-Transferring Contract duly executed by the appropriate parties. With effect from Closing, the Purchaser
shall procure such due execution by Group Companies.



 


		1.4	In connection with the obtaining of any Third Party Consent, the Purchaser shall co-operate and
provide such assistance as may be required by the Seller.



 


		1.5	The cost of any reasonable fee demanded by the third party as consideration for giving the Third
Party Consent shall be borne by the Seller. For the purposes of this Schedule 10, “fees or charges” shall mean
any one-off fees payable to the relevant third party counterparty to the Non-Transferring Contract in consideration for its consent
and shall also include any ongoing fees or charges under any Non-Transferring Contract, including any one-off increase in, or other
variation to, any fees or charges payable during the remaining term of the Non-Transferring Contract and any fees or charges payable
during any renewals or extensions of term.



 


		2	Obligations until Third Party Consents are obtained



 


		2.1	In the event that a Third Party Consent has not been obtained prior to Closing, subject to paragraph
2.2 below, the Seller shall, from Closing:



 


		2.1.1	procure that each Transferee shall assume, carry out, perform and discharge all of the relevant
Transferor’s obligations under the Non-Transferring Contracts in accordance with the terms of the Non-Transferring Contracts;
and



 


		2.1.2	indemnify and keep indemnified the Purchaser (for itself and as trustee for the relevant Transferor)
against any liability incurred by the Purchaser and/or the Transferor arising from the failure by the Transferee to assume, carry
out, perform or discharge such obligations and against any Losses which the Purchaser and/or the Transferor may suffer by reason
of the Purchaser or the Transferor taking any





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			reasonable action to avoid, resist or defend any Liability referred to in this paragraph 2.1.2.



 


		2.2	In respect of any Non-Transferring Contract, from Closing until the relevant Third Party Consent
has been obtained as contemplated by paragraph 1 above or where the Third Party Consent has been refused:



 


		2.2.1	the Transferor shall hold the benefit of the Non-Transferring Contract on trust for the Transferee
to the extent it is lawfully able to do so or, where it is not lawfully able to do so, the Transferor and the Transferee shall
make such other arrangements between themselves to provide to the Transferee the benefits of the Non-Transferring Contract, including
the enforcement at the cost and for the account of the Transferee of all rights of the Transferor against any other
party thereto;



 


		2.2.2	to the extent that the Transferee is lawfully able to do so, the Transferee shall perform the Transferor’s
obligations under the Non-Transferring Contract as agent or subcontractor and the Seller shall indemnify, and keep indemnified,
the Purchaser (for itself and as trustee for the relevant Transferor) in respect of any and all Losses the Purchaser and/or the
Transferor may incur directly in connection therewith; and



 


		2.2.3	to the extent that the Transferee is not lawfully able to perform the Transferor’s obligations
as contemplated in paragraph 2.2.2 above, the Purchaser shall procure that the Transferor shall (subject to being indemnified by
the Seller for any Losses the Purchaser and/or Transferor may incur in connection therewith) do all such things as the Seller may
reasonably require to enable due performance of the Non-Transferring Contract and the Seller shall indemnify the Purchaser and
the Transferor in respect thereof.



 


		3	Failure to Obtain Third Party Consents



 


If the Seller is not lawfully
able to perform or procure the performance of any Non-Transferring Contract in accordance with paragraph 2.2 above or to receive
the benefits of any Non-Transferring Contract in accordance with paragraph 2.1 above, or if a Third Party Consent or novation is
refused or otherwise not obtained on terms reasonably acceptable to both the Transferor and the Transferee within six months of
Closing, then the Purchaser shall use reasonable endeavours to achieve an alternative solution that is acceptable to the Seller
by which the Transferee shall receive the benefit of the relevant Non-Transferring Contract.







    	163



    	



    

Schedule 11

Owned Registered IPR


 


Owned Patents


 


Part A – Patents in the name
of a member of the Retained Group at the date of this Agreement 


 


Proprietor: Foster Wheeler Energy
Corporation


 


	Country	Registration/Application
    Number	Status
	Czech
    Republic	304616	Granted
	Germany	1259758	Granted
	Finland	1259758	Granted
	France	1259758	Granted
	United
    Kingdom	1259758	Granted
	Hungary	229016	Granted
	Poland	198809	Granted
	Sweden	1259758	Granted
	Austria	1581768	Granted
	Czech
    Republic	1581768	Granted
	Germany	1581768	Granted
	Spain	1581768	Granted
	Finland	1581768	Granted
	France	1581768	Granted
	Hungary	1581768	Granted
	Poland	207231	Granted
	Sweden	1581768	Granted
	United
    States of America	6793013	Granted


 


Proprietor: Amec Foster Wheeler North
America Corp. 


 


	Country	Registration/Application
    Number	Status
	United
    States of America	9333476	Granted
	China	201580038239.0	Pending
	European
    Patent Office	15738748.1	Pending
	India	201747004814	Pending
	Japan	2017-502213	Pending
	Republic
    of Korea	2016-7036471	Pending
	South
    Africa	2016/08110	Pending



    	164



    	



    

Part B – Patents in the name
of a Group Company


 


Proprietor: Amec Foster Wheeler
Energia Oy


 


	Country	Registration/Application
    Number	Status
	United
    States of America	6117199	Granted
	Austria	1012502	Granted
	Germany	1012502	Granted
	Finland	110026	Granted
	France	1012502	Granted
	India	212438	Granted
	Sweden	1012502	Granted
	United
    States of America	6263837	Granted
	China	ZL 99815601.9	Granted
	Czech
    Republic	302863	Granted
	Germany	1141626	Granted
	Spain	1141626	Granted
	Finland	105499	Granted
	France	1141626	Granted
	United
    Kingdom	1141626	Granted
	Poland	194339	Granted
	United
    States of America	6470833	Granted
	United
    States of America	6290921	Granted
	Austria	1228332	Granted
	China	ZL00818321.X	Granted
	Czech
    Republic	304468	Granted
	Germany	1228332	Granted
	Finland	1228332	Granted
	France	1228332	Granted
	United
    Kingdom	1228332	Granted
	Japan	3984051	Granted
	Poland	196596	Granted
	Sweden	1228332	Granted
	Austria	1268036	Granted
	Canada	2404800	Granted
	Czech
    Republic	300881	Granted
	Germany	1268036	Granted
	Finland	1268036	Granted
	France	1268036	Granted
	United
    Kingdom	1268036	Granted
	India	205910	Granted




    	165



    	



    


	Country	Registration/Application
    Number	Status
	Japan	4284022	Granted
	Republic
    of Korea	0500303	Granted
	Poland	200528	Granted
	Sweden	1268036	Granted
	Austria	1613422	Granted
	China	ZL200480016675.X	Granted
	Czech
    Republic	1613422	Granted
	Germany	1613422	Granted
	Spain	1613422	Granted
	Finland	114115	Granted
	France	1613422	Granted
	United
    Kingdom	1613422	Granted
	Hungary	1613422	Granted
	India	220923	Granted
	Italy	1613422	Granted
	Japan	4230510	Granted
	Poland	1613422	Granted
	Sweden	1613422	Granted
	United
    States of America	7240639	Granted
	Austria	1766291	Granted
	China	ZL200580011983.8	Granted
	Czech
    Republic	1766291	Granted
	Germany	1766291	Granted
	Finland	116315	Granted
	Finland	1766291	Granted
	France	1766291	Granted
	Hungary	1766291	Granted
	India	239613	Granted
	Japan	4421650	Granted
	Republic
    of Korea	10-0765854	Granted
	Poland	1766291	Granted
	Sweden	1766291	Granted
	United
    States of America	7427384	Granted
	Australia	20043191129	Granted
	Brazil	PI0418787-3	Granted
	Canada	2564265	Granted
	China	ZL200480042920.4	Granted
	Estonia	05298	Granted




    	166



    	



    


	Country	Registration/Application
    Number	Status
	Israel	178594	Granted
	Russian
    Federation	2321799	Granted
	United
    States of America	7503286	Granted
	South
    Africa	2006/08803	Granted
	Austria	1771696	Granted
	China	ZL200580024837.9	Granted
	Czech
    Republic	1771696	Granted
	Germany	1771696	Granted
	Finland	121637	Granted
	France	1771696	Granted
	Hungary	1771696	Granted
	India	248464	Granted
	Japan	4331779	Granted
	Republic
    of Korea	10-0886665	Granted
	Poland	1771696	Granted
	United
    States of America	8117995	Granted
	Austria	1858622	Granted
	Czech
    Republic	1858622	Granted
	Germany	1858622	Granted
	Spain	1858622	Granted
	France	1858622	Granted
	Poland	1858622	Granted
	Russian
    Federation	2363883	Granted
	United
    States of America	8382470	Granted
	Australia	2006325190	Granted
	China	ZL200680046983.6	Granted
	Czech
    Republic	1963744	Granted
	Germany	1963744	Granted
	Finland	124429	Granted
	Finland	1963744	Granted
	India	258873	Granted
	Japan	5042234	Granted
	Poland	1963744	Granted
	Turkey	1963744	Granted
	United
    States of America	8393304	Granted
	South
    Africa	2008/05139	Granted
	Australia	2007247089	Granted
	China	ZL200780016720.5	Granted




    	167



    	



    


	Country	Registration/Application
    Number	Status
	India	269952	Granted
	Japan	4920081	Granted
	Republic
    of Korea	10-1118509	Granted
	Russian
    Federation	2393386	Granted
	United
    States of America	8807053	Granted
	South
    Africa	2008/08047	Granted
	Australia	2007253231	Granted
	China	ZL200780018048.3	Granted
	Czech
    Republic	2021691	Granted
	Germany	2021691/602007034651.7	Granted
	Finland	122210	Granted
	France	2021691	Granted
	India	265045	Granted
	Japan	4938845	Granted
	Republic
    of Korea	10-1147722	Granted
	Poland	2021691	Granted
	United
    States of America	9038577	Granted
	South
    Africa	2008/08397	Granted
	Australia	2007253230	Granted
	China	ZL200780018211.6	Granted
	Czech
    Republic	2021118	Granted
	Germany	2021118	Granted
	Finland	118436	Granted
	France	2021118	Granted
	India	263851	Granted
	Japan	4834150	Granted
	Republic
    of Korea	10-1120436	Granted
	Poland	2021118	Granted
	United
    States of America	8316783	Granted
	South
    Africa	2008/08399	Granted
	Australia	2007253232	Granted
	Czech
    Republic	2021692	Granted
	Germany	2021692	Granted
	Finland	121826	Granted
	France	2021692	Granted
	India	261133	Granted
	Japan	4920082	Granted
	Republic
    of Korea	10-1165297	Granted




    	168



    	



    


	Country	Registration/Application
    Number	Status
	Poland	2021692	Granted
	South
    Africa	2008/08398	Granted
	Australia	2007331421	Granted
	Bulgaria	2102577	Granted
	Canada	2671829	Granted
	China	ZL200780045964.6	Granted
	Germany	2102577	Granted
	Estonia	2102577	Granted
	Spain	2102577	Granted
	Finland	122703	Granted
	Finland	2102577	Granted
	Italy	2102577	Granted
	Japan	5006939	Granted
	Poland	2102577	Granted
	Russian
    Federation	2421673	Granted
	Sweden	2102577	Granted
	United
    States of America	8291560	Granted
	Austria	2219788/E670748	Granted
	Australia	2008309537	Granted
	China	ZL200880111362.0	Granted
	Czech
    Republic	2219788	Granted
	Germany	2219788/602008032613.6	Granted
	Spain	2219788	Granted
	Finland	2219788	Granted
	France	2219788	Granted
	United
    Kingdom	2219788	Granted
	Hungary	2219788/E022077	Granted
	India	277475	Granted
	Italy	2219788	Granted
	Japan	4932941	Granted
	Republic
    of Korea	10-1167514	Granted
	Poland	2219788	Granted
	Sweden	2219788	Granted
	United
    States of America	8506665	Granted
	South
    Africa	2010/02419	Granted
	Japan	5166556	Granted
	Republic
    of Korea	10-1227864	Granted
	Australia	2009312676	Granted




    	169



    	



    


	Country	Registration/Application
    Number	Status
	China	200980144366.3	Granted
	Czech
    Republic	2361148	Granted
	Germany	2361148	Granted
	Spain	2361148	Granted
	Finland	121284	Granted
	France	2361148	Granted
	Japan	5349606	Granted
	Republic
    of Korea	10-1255005	Granted
	Poland	2361148	Granted
	South
    Africa	2011/04190	Granted
	Germany	2370730	Granted
	Poland	2370730	Granted
	Australia	2010233624	Granted
	China	ZL201080016080.X	Granted
	Czech
    Republic	2417389	Granted
	Germany	2417389	Granted
	Finland	124762	Granted
	Finland	2417389	Granted
	France	2417389	Granted
	Japan	5274709	Granted
	Republic
    of Korea	10-1279529	Granted
	Poland	2417389	Granted
	Turkey	2417389/Turkey 2015 10911 T4	Granted
	United
    States of America	9016243	Granted
	South
    Africa	2011/07724	Granted
	Australia	2010233625	Granted
	China	2010080016036.9	Granted
	Czech
    Republic	2438355	Granted
	Germany	2438355/602010020532.0	Granted
	Spain	2438355/2527683	Granted
	Finland	124375	Granted
	Finland	2438355	Granted
	France	2438355	Granted
	Japan	5362901	Granted
	Republic
    of Korea	10-1343427	Granted
	Poland	2438355	Granted
	United
    States of America	9151496	Granted
	South
    Africa	2011/07725	Granted




    	170



    	



    


	Country	Registration/Application
    Number	Status
	Australia	2010244298	Granted
	China	ZL201080020222.X	Granted
	Czech
    Republic	2427695	Granted
	Germany	2427695	Granted
	Finland	121581	Granted
	France	2427695	Granted
	Japan	5613228	Granted
	Republic
    of Korea	10-1267827	Granted
	Poland	2427695	Granted
	United
    States of America	9163835	Granted
	South
    Africa	2011/08254	Granted
	China	ZL201080035677.9	Granted
	Germany	2440317	Granted
	Finland	121638	Granted
	France	2440317	Granted
	Japan	5584759	Granted
	Japan	5897658	Granted
	Republic
    of Korea	10-1129288	Granted
	Russian
    Federation	2495712	Granted
	United
    States of America	8992841	Granted
	China	ZL201080058810.2	Granted
	Japan	5563098	Granted
	Republic
    of Korea	10-1463739	Granted
	United
    States of America	9175851	Granted
	China	ZL201180006011.5	Granted
	Finland	124376	Granted
	Japan	5356613	Granted
	Republic
    of Korea	10-1378347	Granted
	United
    States of America	8967088	Granted
	China	ZL201180011090.9	Granted
	Finland	123548	Granted
	Japan	5748784	Granted
	Republic
    of Korea	10-1377245	Granted
	Russian
    Federation	2507445	Granted
	United
    States of America	9091481	Granted
	Germany	2524167/602011024644.5	Granted
	Finland	122154	Granted
	Poland	2524167	Granted




    	171



    	



    


	Country	Registration/Application
    Number	Status
	China	ZL201280010249.X	Granted
	Czech
    Republic	2678607	Granted
	Germany	2678607	Granted
	Finland	2678607	Granted
	France	2678607	Granted
	Japan	5739021	Granted
	Republic
    of Korea	10-1485477	Granted
	Poland	2678607	Granted
	Russian
    Federation	2543108	Granted
	Turkey	2678607/TR201507512 T4	Granted
	United
    States of America	9423122	Granted
	Finland	123166	Granted
	Canada	2813363	Granted
	Finland	123354	Granted
	United
    States of America	9296963	Granted
	Finland	123704	Granted
	China	ZL201380005355.3	Granted
	Finland	123693	Granted
	Japan	5806781	Granted
	Republic
    of Korea	1559758	Granted
	United
    States of America	9518688	Granted
	Finland	125773	Granted
	Japan	5844021	Granted
	Russian
    Federation	2599888	Granted
	South
    Africa	2015/02432	Granted
	Germany	2935526	Granted
	Finland	125951	Granted
	United
    Kingdom	2935526	Granted
	Republic
    of Korea	1464112	Granted
	United
    States of America	9533257	Granted
	Austria	3017248/E842221	Granted
	Czech
    Republic	3017248	Granted
	Germany	3017248	Granted
	Finland	126039	Granted
	Finland	3017248	Granted
	France	3017248	Granted
	Hungary	3017248	Granted
	Poland	3017248	Granted




    	172



    	



    


	Country	Registration/Application
    Number	Status
	Sweden	3017248	Granted
	Germany	3017157	Granted
	Finland	126149	Granted
	Finland	3017157	Granted
	France	3017157	Granted
	Republic
    of Korea	1626269	Granted
	Czech
    Republic	3024559	Granted
	Germany	3024559	Granted
	Finland	126040	Granted
	Finland	3024559	Granted
	France	3024559	Granted
	Japan	6049943	Granted
	Poland	3024559	Granted
	Turkey	3024559	Granted
	Japan	6076511	Granted
	European
    Patent Office	2417389	Opposition
	European
    Patent Office	2438355	Opposition
	European
    Patent Office	07730751.0	Pending
	India	3257/CHENP/2009	Pending
	India	3367/CHENP/2009	Pending
	India	3754/CHENP/2011	Pending
	India	8093/CHENP/2011	Pending
	India	8116/CHENP/2011	Pending
	India	8995/CHENP/2011	Pending
	India	269/CHENP/2012	Pending
	India*	4941/CHENP/2012	Pending
	European
    Patent Office	10838743.2	Pending
	India	6324/CHENP/2012	Pending
	European
    Patent Office	11732705.6	Pending
	India	7020/CHENP/2012	Pending
	European
    Patent Office	11746916.3	Pending
	India	8141/CHENP/2012	Pending
	India	7592/CHENP/2013	Pending
	European
    Patent Office	11771641.5	Pending
	European
    Patent Office	11783134.7	Pending
	European
    Patent Office	11852088.1	Pending
	European
    Patent Office	12741976.0	Pending
	United
    States of America	13/996663	Pending




    	173



    	



    


	Country	Registration/Application
    Number	Status
	European
    Patent Office	13705516.6	Pending
	India	5278/CHENP/2014	Pending
	China	201380052721.0	Pending
	European
    Patent Office	13788785.7	Pending
	India	2553/CHENP/2015	Pending
	Republic
    of Korea	2015-7011816	Pending
	Australia	2013366331	Pending
	United
    States of America	14/648321	Pending
	European
    Patent Office	14175957.1	Pending
	United
    States of America	14/374931	Pending
	European
    Patent Office	14704542.1	Pending
	Republic
    of Korea	2016-7022112	Pending
	India	7249/CHENP/2015	Pending
	Republic
    of Korea	2015-7036265	Pending
	United
    States of America	14/891712	Pending
	Brazil	BR1120150304125	Pending
	China	201580001190.1	Pending
	India	7951/CHENP/2015	Pending
	Japan	2015-563156	Pending
	Russian
    Federation	2015156462	Pending
	United
    States of America	14/891736	Pending
	Vietnam	1-2015-04796	Pending
	South
    Africa	2015/08588	Pending
	Finland	20155706	Pending
	Republic
    of Korea	2016-0129753	Pending
	Poland	P.419038	Pending
	China	201580001729.3	Pending
	India	201647006229	Pending
	Republic
    of Korea	2016-7004397	Pending
	Russian
    Federation	2016106912	Pending
	United
    States of America	14/911301	Pending
	South
    Africa	2016/00558	Pending
	Finland	20155805	Pending
	Patent
    Corporation Treaty	PCT/FI2016/050753	Pending
	Finland	20165029	Pending
	Patent
    Corporation Treaty	PCT/FI2017/050008	Pending
	Finland	20165287	Pending
	Patent
    Cooperation Treaty	PCT/FI2016/050447	Pending



    	174



    	



    

* Instructions have been issued
to the patent attorneys managing this application not to pursue this application.


 


Proprietor: Amec Foster Wheeler Energia
Oy; Valmet Automation Oy


 


	Country	Registration/Application
    Number	Status
	Finland**	124987 	Granted
	European
    Patent Office	12855987.9	Pending


 


** This patent is registered in the name
of Foster Wheeler Energia Oy and Metso Automation Oy, which is a former name of Valmet Automation Oy. This name change has not
been recorded at the relevant registry. 


 


Proprietor: Amec Foster Wheeler Energia
Oy; Pourin Welding Engineering Co., Ltd.


 


	Country	Registration/Application
    Number	Status
	United
    States of America***	15/405536 	Pending


 


*** Instructions have been issued to the
patent attorneys managing this application to withdraw it.



    	175



    	



    


Owned Trade Marks 


 


Proprietor: Amec Foster Wheeler Energia
Oy


 


	Country	Mark	Registration/

    Application Number	Class(es)	Status
	European Union

         

        (Madrid Protocol)


	FLEXI-BURN	1004707 (IR)	11	Registered
	Finland	FLEXI-BURN	245441	11	Registered
	Finland
    *	PYROFLOW	77277 	11	Registered 


 


* Instructions have been issued
to the trade mark attorneys managing this registration not to renew it on its next renewal date. 


 


CFB Exclusive Non-Registered IP


 


		1	Bubbling Fluidized Bed Boiler:



 


A steam generator utilizing the
principles of fluidized bed combustion with gas velocities between 0.5 and 3.5 meters/second in the upper section of the furnace.
The gas velocity causes the hot bed particles (solids) which can consist of fuel, fuel ash, and sand to churn and mix within the
furnace to evenly burn the fuel and transfer heat to the walls and other heat absorbing surfaces within the furnace. The gas velocity
is low enough so that most of the bed particles remain within the furnace. The low solids combustion gas then typically passes
through a convection Heat Recovery Area (HRA).


 


		2	Circulating Fluidized Bed Boiler:



 


A steam generator utilizing the
principles of fluidized bed combustion with gas velocities between 2 - 10 meters/second in the upper section of the combustion
furnace. The gas velocity causes the hot bed particles (solids) which can consist of fuel, fuel ash, limestone, and sand to churn
and mix within the furnace to evenly burn the fuel, capture sulfur oxides and transfer heat to the walls and other heat absorbing
surfaces within the furnace. The gas velocity is high enough to cause the particles to escape from the top of the furnace, which
are then captured by solid separators (such as cyclones) and continually returned to the bottom of the furnace. Circulating Fluidized
Bed Boilers may include heat absorbing surfaces to capture heat from the particles along their return path to the furnace. Large
units (over 300 MWe) can employ once through steam heating circuitry with steam conditions above the critical point of water (221
bar, 374°C) to improve power plant efficiency. The low solids combustion gas then typically passes through a convection Heat
Recovery Area (HRA).


 


		3	Circulating Fluidized Bed Scrubber:



 


A multi-pollutant flue gas cleaning
system utilizing the principles of fluidized bed reactor chemistry with gas velocities between 2 - 10 meters/second in the upper
section of an absorber charged with sodium bicarbonate, powder activated carbon and/or other reagents to churn and mix with flue
gas from boilers and industrial processes to capture



    	176



    	



    

 vapour phase acid gases including SO2, SO3, HCl and HF, and other such gases,
and also capture heavy metals including Hg, Cd, Pb and Br and other such metals, and also capture dioxins and furans. To improve
the chemical and surface absorption reactions, spray nozzles inject water into the absorber to cool and humidify the flue gas
and reacting particles. The absorber gas velocity is high enough to cause the particles to escape from the top of the absorber,
which are then captured by a particulate collection device (such as a fabric filter or electrostatic precipitator) and recirculated
back to the absorber vessel to continue absorbing acid gases and metals. A fabric filter may be used to provide final cleaning
as the flue gas passes through the absorbing dust layer on the fabric filter bags.


 


		4	Waste Heat Boiler for Non-Ferrous
                                         Metallurgical Industries:



 


Metallurgical Waste Heat Boilers
(“WHB“) are steam generators designed to recover heat from hot process flue gases produced by non-ferrous pyro-metallurgical
furnaces, or similar processes. These gases contain hot sticky corrosive ash and corrosive vapour phase elements such as chlorine
and alkali metals. These WHBs utilize robust materials, such as austenitic alloys, weld overlays, and composite tubes often coupled
with robust cleaning techniques such as spring hammer rapping and sonic cleaning to reliably produce steam for a multitude of
purposes including fuel dying, process steam, heating and power production.


 


		5	Biomass Gasifier:



 


A gasifier utilizing a fluidized
bed gasification process at atmospheric and higher pressure levels with gas velocities between 0.5 - 10 meters/second in the upper
section of the gasifier vessel. The gas velocity causes the hot bed particles, which can consist of high volatile fuels such as
woody biomass in combination with agricultural waste or byproducts, plastic, paper and refuse derived fuels to churn and mix within
the gasifier reactor under sub-stoichiometric conditions to produce a hot synthetic gas with low to medium heating value (1000-3000
kcal/Nm3). The gasifier can be designed for either a bubbling bed or circulating bed process with the gas velocity set low enough
to retain most of the bed particles within the gasifier vessel or high enough to cause the particles to escape from the top of
the gasifier, which are then captured by solid separators (such as cyclones) and continually returned to the bottom of the gasifier.
The gasifier can use air, oxygen enriched air, oxygen-steam mixture, steam or carbon dioxide as the fluidizing medium to control
the syngas composition and heating value.




    	177



    	



    

Schedule 12

Securities, Guarantees, etc.


 


Clause 5.9





 


		1	Guarantees for which the Purchaser
                                         is to Procure Release



 


	Obligor	Project	Beneficiary	Current
    Guarantor
	Amec
    Foster Wheeler Energia Polska	Bank
    facility	Bank
    Zachodni WBK	Amec
    Foster Wheeler plc
	Amec
    Foster Wheeler Energia Polska	Bank
    facility	ING
    Bank Śląski	Amec
    Foster Wheeler plc
	Foster
    Wheeler Energia Oy	Bonding
                                                                                                                                                                 facility

         
	Atradias
    Credit Insurance N.V.	Foster
                                                                                                                                                                 Wheeler
                                                                                                                                                                 Ltd.

         

	Foster
    Wheeler Energia Oy	Bonding
                                                                                                                                                                 facility

         
	Euler
    Hermes Europe S.A., Branch in Finland (Bank)	Amec
    Foster Wheeler plc
	Foster
    Wheeler Energia Oy	Bonding
    facility	Nordea
    Bank Finland and Nordea Bank AB	Foster
                                                                                                                                                                 Wheeler
                                                                                                                                                                 Ltd.

         

	Foster
    Wheeler Energia Oy	Bonding
                                                                                                                                                                 facility


	Danske
    Bank Plc	Foster
    Wheeler Ltd
	Isgec
    Heavy Engineering Limited	Foster
    Wheeler North America Corp. guarantees Isgec Heavy Engineering Limited contract obligations to HPCL-Mittal Energy Ltd. for
    2x300 t/h CFB boilers	HPCL-Mittal
    Energy Ltd.	Foster
    Wheeler North America Corp.
	Foster
    Wheeler Energia Oy*	Guarantee
    in respect of obligations under the Cebu contract to be novated from Amec Foster Wheeler North America Corp to Amec Foster
    Wheeler Energia Oy	Hyundai
    Engineering Co. Ltd.	Amec
    Foster Wheeler North America Corp.


 


*Proposed new parent company guarantee to
be provided by Amec Foster Wheeler North America Corp. and entered into between the date of this Agreement and Closing in respect
of the obligations of Foster Wheeler Energia Oy under the Cebu/Therma Visayas contract. This guarantee will be required in order
to novate the Cebu/Therma Visayas contract to Foster Wheeler Energia Oy.


 


		2	Guarantees for which the Seller
                                         is to Procure Release



 


	Obligor	Project	Beneficiary	Current
    Guarantor
	Foster
    Wheeler Energia SLU	Bonding Facility

         

        Bank facility

         
	Banco Popular Espanol, SA	Foster Wheeler Energia Oy
	Foster
    Wheeler Energia SLU	Hedging facility

         

        Bank facility

         
	Banco Popular Espanol, SA	Foster Wheeler Energia Oy




    	178



    	



    


		3	Bank Facilities, Bonds and Letters
                                         of Credit for which the Purchaser is to Procure Release



 


	Obligor	Project	Beneficiary	Expiry
	ANZ
	AmecFW
    Service (Thailand)	2980-S, Cebu / Therma Visayas
    Site Services	Hyundai Engineering Co., Ltd.	3 Apr 2018
	AmecFW
    Service (Thailand)	3042-P, Spare parts for burner	PT Dian Swastatika Sentosa	13 Apr 2017
	AmecFW
    Service (Thailand)	Sem-Calaca Power Corporation	Sem-Calaca Power Corporation	28 Feb 2017
	Amec
    Services Limited – Philippine Branch	Cebu / Therma Visayas	Galing Power & Energy Contruction
    Inc.	31 May 2019
	AmecFWNAC	Cebu / Therma Visayas	Hyundai Engineering	24 Aug 2018
	BNP
    Paribas
	AmecFWNAC	Mong Duong 1	Hyundai Engineering	10 Oct 2017
	AmecFWNAC	Mong Duong 1	Hyundai Engineering	3 Dec 2017
	AmecFWNAC	Alto SM 200	 Daelim	15 Dec 2017
	AmecFWNAC	Seagull Project	eTEC E&C	23 Jun 2018
	AmecFWNAC	Isgec Mittal Project	HPCL Mittal Energy	13 Feb 2018
	AmecFW
    Service (Thailand)	Seagull Project – Site
    services	eTEC E&C	23 Jun 2018
	AmecFW
    Energia Polska	Administrare Fiscala pentru
    Contribuabili Nerezidenti	Agentia Nationala de Administrare
    Fiscala	31 Jul 2017
	AmecFW
    Energy Fakop Sp. Z.o.o.	Georgia Pacific, Brewton AL	Andritz Oy	28 Feb 2017



    	179



    	



    

		4	Obligations issued under a local
                                         facility with a Parent Company Guarantee for which the Purchaser is to Procure Release



 


	Obligor	Branch	Beneficiary	Expiry
	Danske
    Bank
	AmecFW
    Energia Oy	Helsinki, Finland	Helen  Oy	4 Oct 2017
	AmecFW
    Energia Oy	Helsinki, Finland	Kilpilahden Voimalaitos Oy	31 Dec 2018
	AmecFW
    Energia Oy	Helsinki, Finland	Tulli	31 Dec 2017
	AmecFW
    Energia Oy	Helsinki, Finland	StoraEnso Oyj 	27 Jan 2019
	AmecFW
    Energia Oy	Helsinki, Finland	ESB Electricity Supply Board	16 Jun 2017
	AmecFW
    Energia Oy	Helsinki, Finland	ESB Electricity Supply Board	16 Jun 2017
	AmecFW
    Energia Oy	Helsinki, Finland	Napapiirin Energia ja Vesi Oy	30 Nov 2017
	AmecFW
    Energia Oy	Helsinki, Finland	Napapiirin Energia ja Vesi Oy	30 Nov 2017
	AmecFW
    Energia Oy	Helsinki, Finland	Kotkan Energia Oy	31 Jan 2019
	AmecFW
    Energia Oy	Helsinki, Finland	Yara Suomi Oy	03 Sept 2017
	AmecFW
    Energia Oy	Helsinki, Finland	Boliden Harjavalta Oy	23 Aug 2018
	AmecFW
    Energia Oy	Helsinki, Finland	Yara Suomi Oy	05 Sept 2017
	AmecFW
    Energia Oy	Helsinki, Finland	Stora Enso	18 Nov 2017
	AmecFW
    Energia Oy	Helsinki, Finland	Yara Suomi Oy	17 Mar 2017
	AmecFW
    Energia Oy	Helsinki, Finland	Savon Sellu Oy	28 Dec 2017
	AmecFW
    Energia Oy	Helsinki, Finland	Kotkan Energia Oy	29 Oct 2017
	AmecFW
    Energia Oy	Helsinki, Finland	UPM-Kymmene Oyj 	05 Nov 2018
	AmecFW
    Energia Oy	Helsinki, Finland	UPM France SAS	17 Sept 2018
	AmecFW
    Energia Oy	Helsinki, Finland	UPM France S.A.S.	10 May 2017
	AmecFW
    Energia Oy	Helsinki, Finland	ESB Electricity Supply Board	29 May 2017
	AmecFW
    Energia Oy	Helsinki, Finland	Oulun Kaupunki	1 Jul 2017




    	180



    	



    


	Obligor	Branch	Beneficiary	Expiry
	AmecFW
    Energia Oy	Helsinki, Finland	StoraEnso Oyj 	11 Mar 2018
	AmecFW
    Energia Oy	Helsinki, Finland	UPM Kymmene Oyj	7 Nov 2017
	AmecFW
    Energia Oy	Helsinki, Finland	Boliden Harja Valta Oy	03 Sept 2017
	AmecFW
    Energia Oy	Helsinki, Finland	UPM-Kymmene (UK) Ltd	30 Jul 2017
	AmecFW
    Energia Oy	Helsinki, Finland	UPM France S.A.S.	10 May 2017
	AmecFW
    Energia Oy	Helsinki, Finland	Helen  Oy	07 Nov 2017
	AmecFW
    Energia Oy	Helsinki, Finland	Adven Oy	24 Sept 2017
	AmecFW
    Energia Oy	Helsinki, Finland	Sachtleben Pigments Oy	30 Apr 2017
	AmecFW
    Energia Oy	Helsinki, Finland	Aurubis Bulgaria AD	01 Jul 2017
	AmecFW
    Energia Oy	Helsinki, Finland	KGHM Zanam S.A.	22 Oct 2017
	AmecFW
    Energia Oy	Helsinki, Finland	TSE-Naantali Oy	05 Jan 2018
	AmecFW
    Energia Oy	Helsinki, Finland	Wuxi Huaguang Boiler Co.	29 Mar 2020
	Foster
    Wheeler Energia OY	Helsinki, Finland	Napapiirin Energia ja Vesi Oy	01 Dec 2017
	Foster
    Wheeler Energia OY	Helsinki, Finland	Napapiirin Energia ja Vesi Oy	30 Nov 2018
	Foster
    Wheeler Energia OY	Helsinki, Finland	Boliden Harjavalta Oy	25 Aug 2018
	Foster
    Wheeler Energia OY	Helsinki, Finland	Yara Suomi Oy	30 Jun 2018
	Foster
    Wheeler Energia OY	Helsinki, Finland	Boliden Harjavalta Oy	30 Sept 2018
	Foster
    Wheeler Energia OY	Helsinki, Finland	Savon Voima Lämpö
    Oy	15 Dec 2018
	Foster
    Wheeler Energia OY	Helsinki, Finland	Boliden Kokkola Oy 	01 Aug 2018
	Foster
    Wheeler Energia OY	Helsinki, Finland	Savon Voima Lämpö
    Oy	22 Jan 2019
	Foster
    Wheeler Energia OY	Helsinki, Finland	Savon Sellu Oy	31 Aug 2018
	Foster
    Wheeler Energia OY	Helsinki, Finland	Yara Suomi Oy	31 Dec 2018
	Foster
    Wheeler Energia OY	Helsinki, Finland	StoraEnso Oyj 	29 Dec 2018




    	181



    	



    


	Obligor	Branch	Beneficiary	Expiry
	Foster
    Wheeler Energia OY	Helsinki, Finland	Altia Oyj	06 Oct 2017
	Foster
    Wheeler Energia OY	Helsinki, Finland	Vantaan Energia Oy	25 Nov 2018
	Foster
    Wheeler Energia OY	Helsinki, Finland	KGHM ZANAM Sp. z o.o.	02 Aug 2017
	Foster
    Wheeler Energia OY	Helsinki, Finland	seinajoen energia oy	31 Mar 2017
	Nordea
    Bank
	AmecFW
    Energia Oy	Helsinki, Finland	Nyrstar Port Pirie Pty Ltd	1 Oct 2017
	AmecFW
    Energia Oy	Helsinki, Finland	GS Engineering and Construction
    Corporation	1 Jul 2018
	AmecFW
    Energia Oy	Helsinki, Finland	NyrstarPort Pirie PTY Ltd.	1 Oct 2017
	AmecFW
    Energia Oy	Helsinki, Finland	Harbin Electric International
    Company Ltd	30 Jan 2018
	AmecFW
    Energia Oy	Helsinki, Finland	Tecnicas Reunidas S.A. And Samsung
    C&T EC UK	10 Nov 2017
	AmecFW
    Energia Oy	Helsinki, Finland	Tecnicas Reunidas S.A. And Samsung
    C&T EC UK	10 Apr 2020
	Foster
    Wheeler Energia AB	Helsinki, Finland	Kraftringen Produktion AB	31 Mar 2017
	Foster
    Wheeler Energia Oy	Helsinki, Finland	GS Engineering and Construction
    Corporation	31 Jul 2017

         

	Foster
    Wheeler Energia Oy	Helsinki, Finland	Enefit Energiatootmine AS	29
    Jun 2019
	Euler
    Hermes S.A.
	Amec
    Foster Wheeler Energie GmbH	Helsinki, Finland	Wien Energie Bundesforste Biomasse
    Kraftwerk	30
    May 2017
	Local
    Facility                 Fronting Bank
	AmecFW
    Energia Polska Sp. z o.o.	Bank Zachodni WBK	TAURON Wytwarzanie SA	29
    May 2018




    	182



    	



    


	Obligor	Branch	Beneficiary	Expiry
	AmecFW
    Energia Polska Sp. z o.o.	Bank Zachodni WBK	TAURON Wytwarzanie Spólka
    Akcyjna	15
    Jul 2018
	AmecFW
    Energia Polska Sp. z o.o.	Bank Zachodni WBK	Tauron Wytwarzanie SA	18
    Mar 2017
	AmecFW
    Energia Polska Sp. z o.o.	Bank Zachodni WBK	Elektrocieplownia Chorzow Elcho	31
    July 2017
	AmecFW
    Energia Polska Sp. z o.o.	Bank Zachodni WBK	ZAKLADY REMONTOWE ENERGETYKI
    KATOWICE SA	24
    Oct 2019
	AmecFW
    Energia Polska Sp. z o.o.	ING	Elektrobudowa SA	05
    Jul 2019
	AmecFW
    Energia Polska Sp. z o.o.	ING Bank Slaski	Tauron Wytrzarzanie SA	19
    May 2017
	AmecFW
    Energia Polska Sp. z o.o.	ING Bank Slaski	Polimex Energetyka Sp zoo	16
    Apr 2018
	AmecFW
    Energia Polska Sp. z o.o.	ING Bank Slaski	TAURON Wytwarzanie Spólka
    Akcyjna	30
    Apr 2017
	AmecFW
    Energia Polska Sp. z o.o.	ING Bank Slaski	Deven JSCo	14
    Jul 2017
	AmecFW
    Energia Polska Sp. z o.o.	ING	Polimex Energetyka Sp zoo	16
    Apr 2018
	AmecFW
    Energia Polska Sp. z o.o.	ING Bank Slaski	Deven JSCo	01
    Apr 2017
	AmecFW
    Energia Polska Sp. z o.o.	Bank Zachodni WBK	Deven JSCo	30
    Jun 2017




    	183



    	



    


	Obligor	Branch	Beneficiary	Expiry
	AmecFW
    Energia Polska Sp. z o.o.	ING	Elektrobudowa SA	05
    Jul 2019
	AmecFW
    Energia Polska Sp. z o.o.	ING	Polimex Energetyka Sp zoo	28
    Feb 2018
	AmecFW
    Energia Polska Sp. z o.o.	Bank Zachodni WBK	Fortum Silesia SA	31
    May 2019
	AmecFW
    Energy Fakop Sp. z o.o.	Bank Zachodni WBK	Andritz OY	30
    Aug 2017
	AmecFW
    Energy Fakop Sp. z o.o.	Bank Zachodni WBK	Andritz	31
    Jul 2018
	AmecFW
    Energy Fakop Sp. z o.o.	Bank Zachodni WBK	Andritz OY	24
    Jun 2018
	AmecFW
    Energy Fakop Sp. z o.o.	Bank Zachodni WBK	Andritz OY	15
    Mar 2018
	AmecFW
    Energy Fakop Sp. z o.o.	Bank Zachodni WBK	Andritz OY	31
    Oct 2018


 

		5	FX arrangements



 


	Deal
    Reference	Entity	Counterparty	Trade
    Date	Maturity
    Date	Pay	P-Amount	Rec	R-Amount	Rate1	Project
    Name
	FXFD56930	Amec Foster Wheeler Energia
    Polska Sp. z o.o.	CREDIT AGRICOLE	02/03/2016	23/02/2017	EUR	80,000.00	PLN	351,408.08	4.392601	Intercompany with AFW Energia
    OY
	FXFD58780	Amec Foster Wheeler Energia
    Polska Sp. z o.o.	THE ROYAL BANK OF SCOTLAND PLC	07/07/2016	06/04/2017	EUR	1,300,000.00	PLN	5,832,066.50	4.486205	Andrintz Inc
	FXFD60543	Amec Foster Wheeler Energia
    Polska Sp. z o.o.	CITIBANK N.A. LONDON	21/10/2016	31/01/2017	EUR	870,000.00	PLN	3,786,515.79	4.352317	Intercompany with AFW Energia
    OY




    	184



    	



    


	Deal
    Reference	Entity	Counterparty	Trade
    Date	Maturity
    Date	Pay	P-Amount	Rec	R-Amount	Rate1	Project
    Name
	FXFD60545	Amec Foster Wheeler Energia
    Polska Sp. z o.o.	CITIBANK N.A. LONDON	21/10/2016	28/04/2017	EUR	870,000.00	PLN	3,806,748.51	4.375573	Intercompany with AFW Energia
    OY
	FXFD60547	Amec Foster Wheeler Energia
    Polska Sp. z o.o.	CITIBANK N.A. LONDON	21/10/2016	29/06/2017	EUR	1,300,000.00	PLN	5,707,240.50	4.390185	Intercompany with AFW Energia
    OY
	FXFD60549	Amec Foster Wheeler Energia
    Polska Sp. z o.o.	BARCLAYS BANK PLC	21/10/2016	29/08/2017	EUR	800,000.00	PLN	3,524,248.00	4.405310	Intercompany with AFW Energia
    OY
	FXFD60551	Amec Foster Wheeler Energia
    Polska Sp. z o.o.	CITIBANK N.A. LONDON	21/10/2016	19/10/2017	EUR	1,700,000.00	PLN	7,510,889.00	4.418170	Intercompany with AFW Energia
    OY
	FXFD60553	Amec Foster Wheeler Energia
    Polska Sp. z o.o.	BARCLAYS BANK PLC	21/10/2016	29/01/2018	EUR	2,200,000.00	PLN	9,772,312.00	4.441960	Intercompany with AFW Energia
    OY




    	185



    	



    

Schedule 13

Internal Work Orders


 


Part 1

Contracts of purchase by in-scope companies from out-of-scope companies (including Xinhui)


 


	Purchase
    / Order

Number	Order

Date	Description	Supplier	Category
	AMECFW
    FOY
	15031255	11/12/2015	CO1 Expediting visit, T/R	AMEC FOSTER WHEELER NORTH AMERICA
    CORP. 	Engineering / Services
	15031337	12/14/2015	Contract price deduction	AMEC FOSTER WHEELER NORTH AMERICA
    CORP.	Engineering / Services
	16040297	3/22/2016	E1 after Implementation 2016	AMEC FOSTER WHEELER NORTH AMERICA
    CORP.	Engineering / Services
	16040458	5/9/2016	Intrex collar samples	AMEC FOSTER WHEELER NORTH AMERICA
    CORP.	Engineering / Services
	16041056	9/16/2016	Varkaus GEO environmental investigation	AMEC FW ENVIRONMENT & INFRASTRUCTURE
    UK	Engineering / Services
	16031218	11/1/2016	Pressure parts manufacturing	AMEC FOSTER WHEELER POWER MACHINERY
    	Manufacturing
	16041155	11/14/2016	Engineering work

        

         

        (Note: minority-owned in-scope JV company)


	ISGEC FOSTER WHEELER BOILERS
    PRIVATE LTD	Engineering / Services
	16041163	11/22/2016	Varkaus GEO environmental legislation	AMEC FW ENVIRONMENT & INFRASTRUCTURE
    UK	Engineering / Services
	16031315	12/2/2016	Analysis of COD cracks	AMEC FOSTER WHEELER NORTH AMERICA
    CORP. 	Engineering / Services
	16041199	12/13/2016	Flights, daily allowances

         

        (Note: minority-owned in-scope JV company)

         
	ISGEC FOSTER WHEELER BOILERS
    PRIVATE LTD	Engineering / Services
	AFWEP
	103912	12/6/2016	Tees FGT	AMEC FOSTER WHEELER NORTH AMERICA
    CORP.	Engineering / Services
	95007	6/8/2015	Zabrze CHP Plant	AMEC FOSTER WHEELER NORTH AMERICA
    CORP.	Engineering / Services
	AMECFW
    EMC
	418320280.01.CN0	-	Pressure Parts	AMEC FOSTER WHEELER POWER MACHINERY
    	Manufacturing
	418320270.01.CN0	-	Pressure Parts Fabrication	AMEC FOSTER WHEELER POWER MACHINERY
    	Manufacturing
	418051380.01.CN0	-	Pressure Parts 	AMEC FOSTER WHEELER POWER MACHINERY
    	Manufacturing
	418320260.02.CN5	-	Pressure Parts Fabrication	AMEC FOSTER WHEELER POWER MACHINERY
    	Manufacturing




    	186



    	



    


	Purchase
    / Order

Number	Order

Date	Description	Supplier	Category
	418320260.26.CN4	-	ESP Engineering Service	AMEC FOSTER WHEELER NORTH AMERICA
    CORP.	Engineering / Services
	Payroll
    Service	-	Monthly Payroll Service	AMEC PROJECT INVESTMENTS LIMITED


    - KOREA BRANCH	Engineering / Services
	TVEP	-	Technical and admin support
    services	AMEC SERVICES LTD. – PHILIPPINE
    ROHQ	Engineering / Services
	AMEC
    FW ITC
	7623360.01.CN0	10/21/16	Overlay tubes	AMEC FOSTER WHEELER POWER MACHINERY	Procurement
	AMEC
    FWST
	BK1605008R1	-	HRA side wall 	AMEC FW PMCL	Manufacturing
	BK1605023R4	-	Supply material	AMEC FW PMCL	Manufacturing
	Bk1606031R1	-	Material and Manpower	AMEC FW PMCL	Manufacturing / Engineering
    / Services
	BK1608012	-	Spray Header	AMEC FW PMCL	Manufacturing
	Bk1608024R1	-	Tube & Inconel 625 overlay
    wire	AMEC FW PMCL	Manufacturing
	BK1609006	-	Fabrication Reheater R11 and
    R13 Replacement	AMEC FW PMCL	Manufacturing
	BK1609007	-	Fabrication R11 and R13 Tube
    Spare Part	AMEC FW PMCL	Manufacturing
	BK1609010	-	Supply and fabrication 	AMEC FW PMCL	Manufacturing
	BK1609014	-	Spray Header 	AMEC FW PMCL	Manufacturing
	BK1610020	-	Quezon Reheater	AMEC FW PMCL	Manufacturing
	BK1610031	-	Tube SA210C 	AMEC FW PMCL	Manufacturing
	BK1506027	-	Reducer Assembly	AMEC FW PMCL	Procurement



    	187



    	



    

Part 2

Contracts of sale by in-scope companies to out-of-scope companies (including Xinhui)


 


	Project
    Number	Description	Status	Client
    Name	Category
	AMEC
    FOSTER WHEELER ENERGIA OY
	40100098600	ETEC SEAGULL	-	AMEC FOSTER WHEELER NORTH AMERICA
    CORP. 	Engineering / Services
	40111102700	DOOSAN LICENSE SUPPORT	-	AMEC FOSTER WHEELER NORTH AMERICA
    CORP.	Engineering / Services
	40111102800	ISGEC LICENSE SUPPORT	-	AMEC FOSTER WHEELER NORTH AMERICA
    CORP.	Engineering / Services
	40113606900	eTec Seagull FX-variance	-	AMEC FOSTER WHEELER NORTH AMERICA
    CORP.	Engineering / Services
	40113809801	HPCL-Mittal site services	-	AMEC FOSTER WHEELER NORTH AMERICA
    CORP.	Engineering / Services
	40113902400	Allocation of SHI Royalty	-	AMEC FOSTER WHEELER NORTH AMERICA
    CORP.	Engineering / Services
	40113905600	Allocation of ISGEC Royalty	-	AMEC FOSTER WHEELER NORTH AMERICA
    CORP.	Engineering / Services
	40113917800	Mong Duong Process Engineering	-	AMEC FOSTER WHEELER NORTH AMERICA
    CORP.	Engineering / Services
	40113988401	GRP Franklin	-	AMEC FOSTER WHEELER NORTH AMERICA
    CORP.	Engineering / Services
	40114032100	Petrox plant boiler support	-	AMEC FOSTER TALCAHUANO LTDA.	Engineering / Services
	40114111200	Proposal support for AmecFWNAC	-	AMEC FOSTER WHEELER NORTH AMERICA
    CORP.	Engineering / Services
	40114121800	Global Technology support	-	AMEC FOSTER WHEELER NORTH AMERICA
    CORP.	Engineering / Services
	40114124400	MDP4 coordination and services	-	AMEC FOSTER WHEELER NORTH AMERICA
    CORP.	Engineering / Services
	40114142500	MPD8 coordination services	-	AMEC FOSTER WHEELER NORTH AMERICA
    CORP.	Engineering / Services
	40114143700	Polaniec SB system maintenance	-	AMEC FOSTER WHEELER CONSULTING
    POLAND	Engineering / Services
	40114164700	SocarCivil eng 3rd
    party verif	-	AMEC FOSTER WHEELER NORTH AMERICA
    CORP.	Engineering / Services
	40114188100	Engineering JV Alignment	-	AMEC FOSTER WHEELER NORTH AMERICA
    CORP.	Engineering / Services
	40114217300	CFB users conference New Orleans	-	AMEC FOSTER WHEELER NORTH AMERICA
    CORP.	Engineering / Services
	40114231900	AFWNAC / Oil lance nozzle	-	AMEC FOSTER WHEELER NORTH AMERICA
    CORP.	Procurement
	40114242100	Thai Oil ERU eng services	-	AMEC FOSTER WHEELER ITALIANA
    S.R.L.	Engineering / Services
	AMEC
    FW POLSKA
	40640000900	Support services for FWCP	These are contracts with no
    lump sum price reimbursable paid on monthly basis	AMEC FW CONSULTING POLAND	Engineering / Services




    	188



    	



    


	Project
    Number	Description	Status	Client
    Name	Category
	40640009300	Aegis	These are contracts with no
    lump sum price reimbursable paid on monthly basis	AMEC FW CONSULTING POLAND	Engineering / Services
	AMEC
    FOSTER WHEELER EMC
	41805057000	Nghi Son-1	In warranty, open AR

         

        * Contract may be terminated

         
	AMEC FOSTER WHEELER NORTH AMERICA
    CORP.	Engineering / Services / Procurement
	418055057001	Nghi Son-1 supplemental 	In warranty, open AR

         

        * Contract may be terminated

         
	AMEC FOSTER WHEELER NORTH AMERICA
    CORP.	Engineering / Services / Procurement
	41805079000	MONGDUONG 1 2X500MW CFB Boiler	In warranty, open AR	AMEC FOSTER WHEELER NORTH AMERICA
    CORP.	Engineering / Services / Procurement
	41805079001	MONGDUONG – Supplemental
    	In warranty, open AR	AMEC FOSTER WHEELER NORTH AMERICA
    CORP.	Engineering / Services / Procurement
	41805114000	Thai Binh 1	In Progress

         

        * Contract may be terminated

         
	AMEC FOSTER WHEELER NORTH AMERICA
    CORP.	Engineering / Services / Procurement
	41805114001	Thai Binh – Supplemental
    	In Progress

         

        * Contract may be terminated

         
	AMEC FOSTER WHEELER NORTH AMERICA
    CORP.	Engineering / Services / Procurement
	41805138000	TVEP Project	In Progress	AMEC FOSTER WHEELER NORTH AMERICA
    CORP.	Engineering / Services / Procurement
	41805138001	TVEP Project – Supplemental	In Progress	AMEC FOSTER WHEELER NORTH AMERICA
    CORP.	Engineering / Services / Procurement
	41832025000	ETEC Seagull 	In Warranty, open AR	AMEC FOSTER WHEELER NORTH AMERICA
    CORP.	Engineering / Services / Procurement
	41832025001	ETEC Seagull – Supplemental
    	In Warranty, open AR	AMEC FOSTER WHEELER NORTH AMERICA
    CORP.	Engineering / Services / Procurement
	41803000320	E&C Hebei Support	On Reimbursable Basis	FW (HEBEI) ENGINEERING DESIGN
    CO LTD	Engineering / Services
	41805158000	FWPML expense	On Reimbursable Basis	AMEC FW POWER MACHINERY	Engineering / Services
	41805223000	Technical Advisory Services	On Reimbursable Basis 	AMEC SERVICES LTD. – PHILIPPINE
    ROHQ 	Engineering / Services
	41805227000	GRP Franklin	In Progress	AMEC FOSTER WHEELER NORTH AMERICA
    CORP.	Engineering / Services




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	Project
    Number	Description	Status	Client
    Name	Category
	41805237000	Tube pipe inspection service	Open AR	AMEC FW POWER MACHINERY	Engineering / Services
	41805238000	Tube pipe inspection service	Open AR	AMEC FW POWER MACHINERY	Engineering / Services
	41805239000	Tube pipe inspection service	Open AR	AMEC FW POWER MACHINERY	Engineering / Services
	41805240000	Tube pipe inspection service	Open AR	AMEC FW POWER MACHINERY	Engineering / Services
	41805242000	Tube pipe inspection service	Open AR	AMEC FW POWER MACHINERY	Engineering / Services
	41805245000	Tube pipe inspection service	Open AR	AMEC FW POWER MACHINERY	Engineering / Services
	41805246000	Tube pipe inspection service	Open AR	AMEC FW POWER MACHINERY	Engineering / Services
	41805247000	Tube pipe inspection service	CIP unbilled	AMEC FW POWER MACHINERY	Engineering / Services
	41805250000	Tube pipe inspection service	Open AR	AMEC FW POWER MACHINERY	Engineering / Services
	41805251000	Tube pipe inspection service	Open AR	AMEC FW POWER MACHINERY	Engineering / Services
	41805253000	Tube pipe inspection service	Open AR	AMEC FW POWER MACHINERY	Engineering / Services
	41805254000	Tube pipe inspection service	Open AR & CIP Unbilled	AMEC FW POWER MACHINERY	Engineering / Services
	41805255000	Burner Expeditor	Open AR & CIP Unbilled	AMEC FW ENERGY LIMITED	Engineering / Services
	FAKOP
	40700028900	MAYO	-	AMEC FW ENERGIA S.L.U. 	Manufacturing
	40700081100	Probki testowe dla MTT	-	AMEC FW NORTH AMERICA CORP.
    	Engineering / Services
	40700081300	Redzikowo Steel embeds	-	AMEC FW CONSULTING POLAND	Manufacturing
	AMEC
    FOSTER WHEELER ITC 
	41705028000	YCI LNTP pre-engineering	Open AR	AMEC FOSTER WHEELER NORTH AMERICA
    CORP.	Engineering / Services
	41762326000	SP-Equipment Amec FWPML	In Progress	AMEC FOSTER WHEELER POWER MACHINERY	Procurement
	41762332000	SP-Equipment PML	Open AR	AMEC FOSTER WHEELER POWER MACHINERY	Procurement
	41762335000	SP-Service PML	CIP unbilled and accrued cost	AMEC FOSTER WHEELER POWER MACHINERY	Procurement
	41762337000	SP-Service PML	CIP unbilled and accrued cost	AMEC FOSTER WHEELER POWER MACHINERY	Procurement
	41762339000	SP-Equipment PML	Open AR and accrued cost	AMEC FOSTER WHEELER POWER MACHINERY	Procurement




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	Project
    Number	Description	Status	Client
    Name	Category
	41762340000	SP-Service PML

         
	CIP unbilled and accrued cost	AMEC FOSTER WHEELER POWER MACHINERY	Procurement
	AMEC
    FW SERVICES THAILAND
	2686-F	Alto SM200 – Fabrication
    of compact separator	A part of Alto 1 in progress	FWNAC	Manufacturing
	2922-F	Fabrication and Supply HRA Roof	CIP unbilled	FWNAC	Manufacturing
	3139-S	Support FWNAC for 3 years RSE
    agreement with Formosa, Taiwan (16 October 2015 – 15 October 2018) 	In Progress	FWNAC/FORMOSA RSE	Engineering / Services
	3224-S	MD1 – Cost of Mr Hieu
    and Mr Ed Oziersko during Dec 15. 1st half of Jan, 2nd half of March 16 (HDEC 2472-S)	In Progress	FWNAC 	Engineering / Services
	3254-S	Tech Consulting Services to
    Optimize Power Plant Operational Efficiency and Performance (China JV Tech Support) 	In Progress	AMEC FW ENVIRONMENT AND INFRASTRUCTURE	Engineering / Services
	3257-S
    	Thai Binh 1 – Local Sourcing
    Misc. Material (Reimbursement) 	A part of Thai Binh. In progress	AMEC FOSTER NORTH AMERICA CORP.
    	Procurement
	3257-I
    	Tube Thickness Inspection and
    Repair	In Progress	AMEC FOSTER NORTH AMERICA CORP.	Engineering / Services
	3302-S	Condenser Foundation Supervision
    (Base Plate Slotting) : SPD-C-27464 / GULF-01	In Progress	AMEC FOSTER WHEELER ENERGIA
    S.L.U	Engineering / Services




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Schedule 14

Asbestos Survey Guidelines


 


		1	Visual
                                         confirmation of the buildings



 


		1.1.1	To
                                         conduct a thorough walk through across the target sites and to cover all buildings (covering
                                         all floors, all rooms, attics and basements) which potentially contain friable or non-friable
                                         asbestos containing materials (“ACMs”).



 


		1.1.2	To
                                         use a site auditor with a reasonable level of experience to identify any possible friable/non-friable
                                         ACMs as part of the Asbestos Survey.



 


		2	Sampling



 


		2.1.1	To
                                         take samples from all identified potential ACMs in sufficient amounts for a laboratory
                                         to be able to test for asbestos.



 


		2.1.2	Samplings
                                         to be conducted and the sampling process may, at the discretion of the site auditor,
                                         include (but are not limited to) taking a sample of:



 


		(i)	wall board materials;



 


		(ii)	floor tiles;



 


		(iii)	roof materials;



 


		(iv)	insulation materials;



 


		(v)	gaskets;



 


		(vi)	pipe coverings; and/or



 


		(vii)	exterior paint.



 


		2.1.3	Each
                                         sample is to be individually stored in separate container (e.g. in plastic bags) and
                                         labelled appropriately (e.g. date taken, location and material taken).



 


		2.1.4	Photo
                                         logs of the sampling locations should be taken in order to identify where all the relevant
                                         samples were taken.



 


		2.1.5	During
                                         the sampling, the condition and status of the potential ACMs should also be recorded
                                         along with confirmation on whether such materials are deteriorated or damaged to the
                                         extent that they must be replaced/removed, should they contain asbestos.



 


		2.1.6	All
                                         samples should be sent to the laboratory with record taken of the relevant chain of custody.



 


		3	Analysis



 


		3.1.1	The
                                         analysis should be conducted at an accredited and certified laboratory with a reasonable
                                         level of experience in assessing ACMs.




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		3.1.2	The
                                         results generated by the laboratory should be accompanied by an assessment on whether
                                         the ACMs contain asbestos, the type of asbestos and the relative percentage concentration
                                         of asbestos contained in the samples.







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Schedule 15

Terms and Conditions

Clause 6.6.1


 


Terms and Conditions of Sale/Purchase


 


Article 1, General: These
Terms and Conditions are applicable to Intra-Group Contracts (Contracts) for the purchase and sale of goods and services between
the relevant members of the Seller’s Group (as such term is defined in the SPA) and the Group (as such term is defined in
the SPA) where the Intra-Group Contracts do not specify formal mutually agreed terms and conditions.


 


The Intra-Group Contracts are sometimes
issued in the form of an Inter-Company Work Order (IWO).


 


As used herein, the term “Purchaser”
shall mean the purchaser of the goods or services under the Contract, and the term “Seller” shall mean the Seller
of the goods and services under the Contract.


 


Article 2, Price: The price
shall be as a set forth in the Contract.


 


Article 3, Terms of Payment:
Unless otherwise stated in the Contract, the payments terms shall be as follows:


 


Sale of Goods: Invoices shall be issued
upon shipment of goods based upon 100% of the price of the goods shipped and pro rata invoices shall be issued for partial shipments.


 


Consulting and Advisory Services and Construction
Services: Invoices shall be issued each month for the services performed during the prior month.


 


General: No offset or retention shall
be applicable to invoices issued by the Seller. Invoices shall be payable by the end of the month following the month the Purchaser
receives invoice, and interest shall be charged on past due accounts. If any payments are delayed, the Seller may suspend the
work upon fifteen (15) days prior written notice to the Purchaser, and the Seller shall be entitled to an extension of time and
compensation for any additional costs as a result of such suspension. If any payments are delayed by more than thirty (30) days,
the Seller may terminate the Contract upon fifteen (15) days prior written notice to the Purchaser, and such termination shall
be treated as a termination for the convenience of the Purchaser.


 


Article 4, Taxes: The Seller’s
price is exclusive of all taxes or assessments of any kind that may be imposed by any taxing jurisdiction, directly or indirectly,
on the sale of the goods or services including but not limited to sales, use, license, income, franchise, business, gross receipts,
turnover, value added tax (VAT), Goods and Services Tax (GST), stamp, withholding tax or retention in lieu of withholding tax,
or consumption taxes and customs duties or fees, clearance charges, port charges, or inspection charges, if applicable to the
goods or services rendered.  If the Seller is required to pay or collect any such taxes or duties, or the Purchaser is required
to withhold such taxes or duties, then all such amounts shall be paid by the Purchaser in addition to the Seller’s price. 


 


Article 5, Time of Performance:
All schedule dates are estimated dates, and in no event shall Seller be liable for any delay damages.


 


All schedule dates shall be extended for
delays attributable to fires, floods, labor disputes, riots, thefts, accidents, act of the Government, acts of subsuppliers, acts
of other contractors, acts of the Purchaser or Owner/User, changes in applicable laws or regulations, unavailability of qualified




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labor or materials, or any other cause beyond the reasonable control of Seller which may delay the work.


 


The Seller may terminate this Contract
if performance becomes impossible or illegal, or if an unacceptable danger to the Seller’s personnel arises.


 


Article 6, Title and Risk of Loss:
Title and risk of loss to the goods shall pass to the Purchaser upon delivery of the goods to the delivery point specified
in the Contract.


 


Seller shall not be responsible for loss or damage, including
loss or damage in transit when the risk lies with Seller, unless the delivered goods are checked against the bill of lading and
Seller’s shipping list immediately upon arrival and any claims are promptly reported.


 


Article 7, Changes: Any
changes requested by the Purchaser shall be subject to the agreement of the Seller, including agreement on an appropriate adjustment
to the price, schedule and other affected conditions of the Contract. Any such changes and the adjustments to the Contract resulting
therefrom shall be documented in a formal change order executed by Purchaser and Seller prior to the commencement of the change.


 


The Contract is based upon applicable
laws that are in effect on the date of the Seller’s Proposal. Any changes in such laws that impact the performance of the
work or the time or cost to perform the work shall be considered a change to the Contract and an appropriate adjustment shall
be made to the price, schedule and other affected conditions of the Contract.


 


Article 8, Subcontracting and Substitution:
Seller may subcontract all or any part of the work. In addition, Seller reserves the right to select the manufacturer or supplier
of purchased items of goods. In the event the Proposal or Contract should name specific vendors, the reference to such vendors
shall be construed as a general indication of the type of goods to be furnished and shall not limit Seller’s selection to
that particular vendor.


 


Article 9, Suspension and Termination:
The Purchaser shall have the right to postpone or suspend the work at any time upon ten days written notice to Seller. In
such event, the Purchaser shall compensate Seller for any additional costs incurred by Seller as a result of such postponement
or suspension, and Purchaser shall grant an appropriate extension to the schedule which shall take into consideration both the
period of postponement and its consequences.


 


In the event the aggregate total of suspensions
exceeds two (2) months Seller shall be entitled to be paid for all costs for work performed including any partially completed
work. In the event the aggregate total of suspensions exceeds six (6) months Seller shall be entitled to terminate the Contract
by notice to the Purchaser and such termination shall be deemed to be a termination for Purchaser’s convenience.


 


If shipment is delayed at the request
of the Purchaser or by any other cause which is beyond the control of Seller, the date when the goods are reported ready for shipment
shall be regarded as the date of shipment and payments shall be made accordingly. The goods shall be held at the Purchaser’s risk,
and the Purchaser shall pay for storage, maintenance and handling charges.


 


The Purchaser shall have the right to
terminate this Contract at any time upon ten days written notice to Seller. In the event this Contract should be terminated by
the Purchaser for any reason, or by the Seller for reasons specified in this Contract, the Purchaser shall pay Seller an appropriate
amount to compensate Seller for work performed prior to termination and cost to bring the work to a conclusion.



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Article 10, Warranty: 


 


Goods: The Seller warrants
that the goods furnished by Seller pursuant to the Contract shall be free from defects in materials and workmanship. Should any
such goods be discovered to fail to conform to this warranty and the Seller be notified in writing of such failure prior to the
expiration of the warranty period, Seller shall correct such failure by repair or replacement.


 


The warranty period applicable to the
goods shall extend until twelve (12) months from the date of initial operation or twenty-four (24) months from the date of delivery,
whichever should occur first.


 


Corrections shall be performed by replacement
of the defective part to the same delivery point and under the same delivery term as were applicable to the original delivery
(in which case the Seller shall not be responsible for the costs related to the Jobsite dismantling or reinstalling of such part),
or repair of the defective part at the Jobsite on a normal straight time work hours basis (in which case the Purchaser shall provide
the Seller free access to the part to perform the repair).


 


Seller shall be responsible for the proper
selection and specification requirements for accessory equipment that is purchased by Seller from third party suppliers. Warranties
for such items are limited to those extended to Seller by the suppliers.


 


Services: The Seller warrants that
any engineering or consulting services or any construction services furnished by the Seller shall be performed in accordance with
good practices and procedures. Should any such services be discovered to fail to conform to this warranty within twelve (12) months
from the date of performance of the services and the Seller be notified in writing of such failure prior to the expiration of
such warranty period, the Seller shall at its option either (a) correct or reperform the services, or (b) refund to the Purchaser
a portion of the price that is applicable to the nonconforming portion of the services.


 


Any and all work performed or decisions
made by the Purchaser or others on the engineering or consulting services provided by Seller shall be at the risk and expense
of the Purchaser.


 


General: The Seller shall not be
held responsible for corrections made by the Purchaser or by others unless prior written approval is given to the Purchaser by
Seller.


 


The foregoing warranty is conditioned
upon prompt notification by the Purchaser and substantiation that the goods has been properly handled, erected, maintained and
operated in accordance with good industry practice and any specific recommendations of Seller, including the use of fuels and
consumables within the specified range. The Seller makes no performance guarantees and the Seller shall not be responsible for
the effects of corrosion, erosion, and wear.


 


THE FOREGOING WARRANTIES ARE EXCLUSIVE
AND IN LIEU OF ALL OTHER WARRANTIES EXCEPT THAT OF TITLE, WHETHER WRITTEN, ORAL OR IMPLIED, IN FACT OR IN LAW (INCLUDING ANY WARRANTY
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.) Correction of defects, whether latent or patent, in the manner and within
the period of time provided above, shall constitute the entire liability of Seller with respect to defects in the work, whether
in contract, tort (including negligence), warranty, strict liability or any other legal theory.


 


Article 11, Limitation of Liability:
In no event shall the Seller or its subcontractors or vendors be liable, whether in contract, tort (including negligence),
warranty, strict liability or any other legal theory, for any loss of anticipated profits or revenue or for any special, indirect,
consequential, punitive or exemplary damages, such as, but not limited to, cost of capital, loss of use or increased expense of
use of equipment or plant, loss of power or production, cost of purchased or replacement power or production, or claims of customers
for loss of power or production. The remedies of the Purchaser set forth in this Contract are exclusive.



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The liability of the Seller and its subcontractors
or vendors arising out of or relating to this Contract or the breach thereof, whether in contract, tort (including negligence),
warranty, strict liability or any other legal theory, shall be limited to the Contract price.


 


The liability of Seller and its subcontractors and vendors
for damage to property of the Purchaser or damage to the facility for which the work hereunder is performed (including the goods
and other work furnished by Seller under this Contract after risk of loss has passed to the Purchaser) shall be limited to the
lesser of (i) US$1,000,000 or (ii) the Contract price, and Seller and its subcontractors and vendors shall be released from any
such liability in excess of such amount.


 


Article 12, Liability to Owner/User:
In the event the Purchaser is different than the Owner/User of the facility for which the work is performed, the Purchaser
shall obtain a written agreement from the Owner/User, and every party in the contracting chain between the Purchaser and the Owner/User,
(a) releasing the Seller and its subcontractors and vendors from liability for loss of anticipated profits or revenue and any
special, indirect, consequential, punitive or exemplary damages, and (b) releasing Seller and its subcontractors and vendors from
liability for damage to the facility and Owner’s/User’s and each releasing Party’s property in excess of US$1,000,000.


 


Article 13, Governing Law:
This Contract shall be governed by and construed in accordance with the laws of the England and Wales without regard to its conflicts
of law doctrine.


 


Article 14, Dispute Resolution:
Any dispute between the Purchaser and Seller arising out of or relating to this Contract, including the validity, interpretation,
execution or breach of this Contract or the rights of Purchaser and Seller under this Contract, that Purchaser and Seller cannot
settle by mutual agreement shall be finally settled by arbitration in Singapore under the Rules of Arbitration of the International
Chamber of Commerce in effect on the date of this Contract by three arbitrators. The arbitration proceedings shall be held in
the English language. Any and all awards made by the arbitrators shall be considered final and binding upon Purchaser and Seller,
and may be entered in any court having jurisdiction for a judicial acceptance of the award and an order of enforcement.



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Schedule 16

Terms and Conditions

Clause 6.6.2


 


Contract for Services


 


Article 1, General: This
Contract applicable to the services provided from Amec Foster Wheeler Energia Polska Sp. z.o.o. (“Supplier”) to Amec
Foster Wheeler Consulting Poland Sp. z.o.o. (“Customer”) as are specified in Schedule A (“Services”).


 


Article 2, Price: The price
shall be as set forth in Schedule A.


 


Article 3, Terms of Payment:
The payments terms shall be as follows:


 


Invoices shall be issued each month for
the Services performed during the prior month.


 


No offset or retention shall be applicable
to invoices issued by the Supplier. Invoices shall be payable by the end of the month following the month the Customer receives
invoice, and interest shall be charged on past due accounts. If any payments are delayed, the Supplier may suspend the work upon
fifteen (15) days prior written notice to the Customer, and the Supplier shall be entitled to an extension of time and compensation
for any additional costs as a result of such suspension. If any payments are delayed by more than thirty (30) days, the Supplier
may terminate this Contract and end the provision of the Services upon fifteen (15) days prior written notice to the Customer,
and such termination shall be treated as a termination for the convenience of the Customer.


 


Article 4, Taxes: The Supplier’s
price is exclusive of all taxes or assessments of any kind that may be imposed by any taxing jurisdiction, directly or indirectly,
on the services including but not limited to sales, use, license, income, franchise, business, gross receipts, turnover, value
added tax (VAT), Goods and Services Tax (GST), stamp, withholding tax or retention in lieu of withholding tax, or consumption
taxes and customs duties or fees, clearance charges, port charges, or inspection charges, if applicable to the goods or services
rendered.  If the Supplier is required to pay or collect any such taxes or duties, or the Customer is required to withhold
such taxes or duties, then all such amounts shall be paid by the Customer in addition to the Supplier’s price. 


 


Article 5, Time of Performance:
All schedule dates are estimated dates, and in no event shall Supplier be liable for any delay damages.


 


All schedule dates shall be extended for
delays attributable to fires, floods, labor disputes, riots, thefts, accidents, act of the Government, acts of subsuppliers, acts
of other contractors, acts of the Customer or Owner/User, changes in applicable laws or regulations, unavailability of qualified
labor or materials, or any other cause beyond the reasonable control of Supplier which may delay the work.


 


The Supplier may terminate this Contract
and end the provision of the Services if performance becomes impossible or illegal, or if an unacceptable danger to the Supplier’s
personnel arises.


 


Article 6, Changes: Any
changes to this Contract requested by the Customer shall be subject to the agreement of the Supplier, including agreement on an
appropriate adjustment to the price, schedule and other affected conditions hereof. Any such changes and the adjustments shall
be documented in a formal change order executed by Customer and Supplier prior to the commencement of the change.



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This Contract is based upon applicable
laws that are in effect as of the date hereof. Any changes in such laws that impact the performance of the work or the time or
cost to perform the work shall be considered a change to this Contract and an appropriate adjustment shall be made to the price,
schedule and other affected conditions hereof.


 


Article 7, Subcontracting and Substitution:
Supplier may subcontract all or any part of the work to a third party at Supplier’s own discretion.


 


Article 8, Term, Suspension and
Termination: The term of the provision of the Services shall be 12 months commencing on the date hereof.


 


The Customer shall have the right to postpone
or suspend the work at any time upon ten days written notice to Supplier. In such event, the Customer shall compensate Supplier
for any additional costs incurred by Supplier as a result of such postponement or suspension, and Customer shall grant an appropriate
extension to the schedule which shall take into consideration both the period of postponement and its consequences.


 


In the event the aggregate total of suspensions
exceeds two (2) months Supplier shall be entitled to be paid for all costs for work performed including any partially completed
work. In the event the aggregate total of suspensions exceeds six (6) months Supplier shall be entitled to terminate this Contract
and end the provision of the Services by notice to the Customer and such termination shall be deemed to be a termination for Customer’s
convenience.


 


The Customer shall have the right to terminate
this Contract and end the provision of the Services at any time upon ten days written notice to Supplier. In the event terminated
by the Customer for any reason, or by the Supplier for reasons specified in this Contract the Customer shall pay Supplier an appropriate
amount to compensate Supplier for work performed prior to termination and cost to bring the work to a conclusion.


 


Article 9, Warranty: 


 


The Supplier warrants that any Services
furnished by the Supplier shall be performed in accordance with good practices and procedures. Should any such Services be discovered
to fail to conform to this warranty within twelve (12) months from the date of performance of the Services and the Supplier be
notified in writing of such failure prior to the expiration of such warranty period, the Supplier shall at its option either (a)
correct or reperform the Services, or (b) refund to the Customer a portion of the price that is applicable to the nonconforming
portion of the Services.


 


Any and all work performed or decisions
made by the Customer or others on the Services provided by Supplier shall be at the risk and expense of the Customer.


 


The Supplier shall not be held responsible
for corrections made by the Customer or by others unless prior written approval is given to the Customer by Supplier.


 


The foregoing warranty is conditioned
upon prompt notification by the Customer and substantiation that the goods has been properly handled, erected, maintained and
operated in accordance with good industry practice and any specific recommendations of Supplier, including the use of fuels and
consumables within the specified range. The Supplier makes no performance guarantees and the Supplier shall not be responsible
for the effects of corrosion, erosion, and wear.


 


THE FOREGOING WARRANTIES ARE EXCLUSIVE
AND IN LIEU OF ALL OTHER WARRANTIES EXCEPT THAT OF TITLE, WHETHER WRITTEN, ORAL OR IMPLIED, IN FACT OR IN LAW (INCLUDING ANY WARRANTY
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.) Correction of defects, whether latent or patent, in 



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the manner and within
the period of time provided above, shall constitute the entire liability of Supplier with respect to defects in the work, whether
in contract, tort (including negligence), warranty, strict liability or any other legal theory.


 


Article 10, Limitation of Liability:
In no event shall the Supplier or its subcontractors or vendors be liable, whether in contract, tort (including negligence),
warranty, strict liability or any other legal theory, for any loss of anticipated profits or revenue or for any special, indirect,
consequential, punitive or exemplary damages, such as, but not limited to, cost of capital, loss of use or increased expense of
use of equipment or plant, loss of power or production, cost of purchased or replacement power or production, or claims of customers
for loss of power or production. The remedies of the Customer set forth in this Contract are exclusive.


 


The liability of the Supplier and its
subcontractors or vendors arising out of or relating to this Contract or the breach thereof, whether in contract, tort (including
negligence), warranty, strict liability or any other legal theory, shall be limited to the total price provided in Article 2.


 


The liability of Supplier and its subcontractors and vendors
for damage to property of the Customer or damage to the facility for which the work hereunder is performed shall be limited to
the lesser of (i) US$1,000,000 or (ii) the total price provided in Article 2, and Supplier and its subcontractors and vendors
shall be released from any such liability in excess of such amount.


 


Article 11, Liability to Owner/User:
In the event the Customer is different than the Owner/User of the facility for which the work is performed, the Customer shall
obtain a written agreement from the Owner/User, and every party in the contracting chain between the Customer and the Owner/User,
(a) releasing the Supplier and its subcontractors and vendors from liability for loss of anticipated profits or revenue and any
special, indirect, consequential, punitive or exemplary damages, and (b) releasing Supplier and its subcontractors and vendors
from liability for damage to the facility and Owner’s/User’s and each releasing Party’s property in excess of
US$1,000,000.


 


Article 12, Governing Law:
This Contract shall be governed by and construed in accordance with the laws of the England and Wales without regard to its conflicts
of law doctrine.


 


Article 13, Dispute Resolution:
Any dispute between the Customer and Supplier arising out of or relating to this Contract, including the validity, interpretation,
execution or breach of this Contract or the rights of Customer and Supplier under this Contract, that Customer and Supplier cannot
settle by mutual agreement shall be finally settled by arbitration in Singapore under the Rules of Arbitration of the International
Chamber of Commerce in effect on the date of this Contract by three arbitrators. The arbitration proceedings shall be held in
the English language. Any and all awards made by the arbitrators shall be considered final and binding upon Customer and Supplier,
and may be entered in any court having jurisdiction for a judicial acceptance of the award and an order of enforcement.


 


Amec Foster Wheeler Energia Polska Sp. z.o.o. Amec Foster Wheeler
Consulting Poland Sp. z.o.o.


 


	By:	     	 	By:	                  	 
	Print Name:	 	Print Name:	 
	Title:	 	Title:	 






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Schedule A


 


		1.	Scope
                                         of Services



 


Support Services (including, Commercial, Legal, Information
Technology Human Resources and Engineering Services), Aegis support (including, Human Resources, Information Technology, Legal,
Project Management, Engineering, Project Control and Accounting)


 


		2.	[Price]



 


[ ]



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Annexure



    	202



    	



    


Table of Contents


 





	Contents	Page
	 	 
	1	Interpretation	2
	 	 	 
	2	Sale and Purchase of the Shares	16
	 	 	 
	3	Consideration	16
	 	 	 
	4	Conditions	17
	 	 	 
	5	Pre-Closing	21
	 	 	 
	6	Closing	29
	 	 	 
	7	Special Indemnity	31
	 	 	 
	8	Post-Closing Obligations	31
	 	 	 
	9	Post-Closing Adjustments	41
	 	 	 
	10	Warranties	42
	 	 	 
	11	Limitation of Liability	44
	 	 	 
	12	Claims	44
	 	 	 
	13	Restrictions on the Seller	47
	 	 	 
	14	Restrictions on the Purchaser	48
	 	 	 
	15	Confidentiality	50
	 	 	 
	16	Insurance	51
	 	 	 
	17	Guarantee	52
	 	 	 
	18	Other Provisions	53
	 	 	 
	Schedule 1 Companies and Subsidiaries	63
	 	 
	Schedule 2 Closing Obligations	75
	 	 
	Schedule 3	77
	 	 
	Schedule 4 Warranties given by the Seller under Clause 10.1	111
	 	 
	Schedule 5 Warranties given by the Purchaser under Clause 10.4	131




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	Schedule 6	133
	 	 	 
	Schedule 7 Limitation of Liability under Clause 11	147
	 	 
	Schedule 8 Seller’s Knowledge Clause 10.1.4	152
	 	 
	Schedule 9	153
	 	 
	Schedule 10 Third Party Consents	160
	 	 
	Schedule 11 Owned Registered IPR	164
	 	 
	Schedule 12 Securities, Guarantees, etc.	178
	 	 
	Schedule 13 Internal Work Orders	186
	 	 
	Schedule 14 Asbestos Survey Guidelines	192
	 	 
	Schedule 15 Terms and Conditions Clause 6.6.1	194
	 	 
	Schedule 16 Terms and Conditions Clause 6.6.2	198






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