Deed of Assignment and Novation



 Exhibit 10.1 
 DATED 23 January 2012 
 (1) ANDREW BIRNIE AND OTHERS 

(2) TOTAL CAPITAL FINANCE LIMITED 
 (3) R & D SYSTEMS EUROPE LIMITED 
 (4) RESEARCH & DIAGNOSTIC
SYSTEMS, INC 
  
  

DEED OF ASSIGNMENT AND NOVATION 
 in connection with a share purchase agreement 
 relating to Tocris
Holdings Limited 
  
  

Cobbetts LLP 

No.1 Whitehall Riverside 
 Leeds 
 LS1 4BN 

Tel: +44 (0)161 833 3333 
 MJZD/TE274-2 







 CONTENTS 

					
	Clause	  	Page	 
	 1             DEFINITIONS AND INTERPRETATION
	  	 	1	  
	 2             ASSIGNMENT, TRANSFER AND NOVATION
	  	 	2	  
	 3             FURTHER ASSURANCE
	  	 	2	  
	 4             OTHER PROVISIONS
	  	 	3	  
	 THE SCHEDULE
	  	 	4	  








 THIS DEED IS MADE ON 23 JANUARY 2012 
 BETWEEN: 
  

	(1)	THE SEVERAL PERSONS whose names and addresses are set out in the Schedule (together the “Sellers”); and 


 

	(2)	TOTAL CAPITAL FINANCE LIMITED (incorporated and registered in England and Wales with company number 5984100) whose registered office is at 1 Princes Street,
London EC2R 8PB (“TCF”); 

  

	(3)	R&D SYSTEMS EUROPE LIMITED (incorporated and registered in England and Wales with company number 2490104) whose registered office is at 19 Barton Lane,
Abingdon Science Park, Abingdon, Oxfordshire, OX14 3NB (“RDSEL”); and 

  

	(4)	RESEARCH AND DIAGNOSTIC SYSTEMS, INC a corporation incorporated in Minnesota and whose registered office is at 614 McKinley Place NE, Minneapolis, MN 55413
(“RDSI”). 

 BACKGROUND 
  

	1	The Sellers, TCF, RDSEL and RDSI entered into a share purchase agreement on 28 April 2011 (the “Agreement”) pursuant to which the Sellers and TCF
sold and RDSEL and RDSI acquired the entire issued share capital of Tocris Holdings Limited (incorporated in England and Wales with number 6008610 (the “Company”)). Under the Agreement, certain of the Sellers gave, inter
alia, warranties relating to the Company and its subsidiary undertakings to each of RDSEL and RDSI. 

  

	2	On 30 June 2011: 

  

	 	2.1	the entire issued share capital of Tocris Cookson, Inc (incorporated in Delaware with number 2485172 (“Tocris US”)) was transferred:


  

	 	(a)	from Tocris Cookson Limited (incorporated in England and Wales with number 2869577 (“TCL”)) to Tocris Investments Limited (incorporated in England and
Wales with number 7013194 (“TCI”)) by way of a dividend in specie declared by TCL; and, subsequently 

  

	 	(b)	from TCI to the Company by way of a dividend in specie declared by TCI; 

 and so that, following such transfers, the entire issued share capital of Tocris US was held by the Company; and 
  

	 	2.2	an intra-group share purchase agreement dated 30 June 2011 (the “Intra-Group Agreement”) was entered into between the Company and RDSI pursuant to
which the Company sold and RDSI acquired the entire issued share capital of Tocris US. 

  

	3	The parties to this deed have agreed that, on and subject to the terms of this deed: 


 

	 	3.1	certain of RDSI’s rights under the Agreement shall be assigned and transferred to RDSEL; and 


 

	 	3.2	certain of RDSEL’s rights under the Agreement shall be assigned and transferred to RDSI. 

 IT IS AGREED AS FOLLOWS: 
  

	1	DEFINITIONS AND INTERPRETATION 

  

	 	1.1	Unless the context requires otherwise: 

  

	 	1.1.1	words and expressions defined in the Agreement shall have the same meaning in this deed; and 


 

	 	1.1.2	the principles of interpretation set out in Clause 1 of the Agreement shall apply in this deed. 


 

	 	1.2	In this deed, the following words and expressions shall have the meaning defined in this Clause 1.2 of this deed: 









	             RDSEL Rights 

	the rights and interest of RDSEL under the Warranties, the warranties in Clause 10 of the Agreement, the indemnities in Clause 11 of the Agreement and the Tax Covenant, in each case, to the
extent the same relate to Tocris US and/or any of the business, assets, undertaking, officers and employees of Tocris US; and 

  

	             RDSI Rights 

	the rights and interest of RDSI under the Warranties, the warranties in Clause 10 of the Agreement, the indemnities in Clause 11 of the Agreement and the Tax Covenant, in each case, to the
extent the same relate to the Company, TCI and/or TCL and/or any of the business, assets, undertaking, officers and employees of any of the Company, TCI and TCL. 


 

	 	1.3	For the purposes of the definition of “Transaction Documents” in the Agreement, this deed shall be deemed to be a Transaction Document and the
Agreement shall be varied accordingly. 

  

	2	ASSIGNMENT, TRANSFER AND NOVATION 

  

	 	2.1	In accordance with Clause 13 of the Agreement and Clause 6.12 of the Agreement: 


 

	 	2.1.1	RDSI assigns to RDSEL all its rights, title, interest, and benefit in and to the RDSI Rights; and 


 

	 	2.1.2	RDSEL assigns to RDSI all its rights, title, interest, and benefit in and to the RDSEL Rights. 


 

	 	2.2	This deed constitutes notice of the assignments made pursuant to Clause 2.1 of this deed to the Sellers’ Representative, the Sellers and TCF and acknowledgment by
each of such persons of such notice of assignment is given by the execution of this deed by or on behalf of each of such persons. 

  

	 	2.3	Without prejudice to the assignments in Clause 2.1 of this deed, each of the parties to this deed acknowledges and agrees that: 


 

	 	2.3.1	RDSI shall have transferred to RDSEL all of the RDSI Rights including, without limitation, all rights in respect of and to pursue a Relevant Claim in relation to any of
the RDSI Rights and to recover all losses suffered or incurred by any member of the Buyers’ Group in respect of the same and that RDSEL shall enjoy all the rights and benefits of RDSI in respect of the RDSI Rights as if it was named in the
Agreement as having the benefit of the RDSI Rights in place of RDSI; 

  

	 	2.3.2	RDSEL shall have transferred to RDSI all of the RDSEL Rights including, without limitation, all rights in respect of and to pursue a Relevant Claim in relation to any
of the RDSEL Rights and to recover all losses suffered or incurred by any member of the Buyers’ Group in respect of the same and that RDSI shall enjoy all the rights and benefits of RDSEL in respect of the RDSEL Rights as if it was named in the
Agreement as having the benefit of the RDSEL Rights in place of RDSEL. 

  

	 	2.4	Each of the Sellers and TCF agrees to continue to perform the Agreement and be bound by its terms in every way and as if: 


 

	 	2.4.1	RDSEL was always entitled under the original terms of the Agreement to the RDSI Rights in place of RDSI; and 


 

	 	2.4.2	RDSI was always entitled under the original terms of the Agreement to the RDSEL Rights in place of RDSEL. 


 

	3	FURTHER ASSURANCE 

 Each
party to this deed shall do, or procure the doing of, all acts and things, and execute or procure the execution of, all documents and deeds, as may reasonably be required by RDSI and/or RDSEL to give full effect to this deed and/or to ensure that
RDSEL obtains the full benefit of the RDSI Rights and that RDSI obtains the full benefit of the RDSEL Rights, in each case, in accordance with the terms of this deed. 








	4	SEVERANCE 

  

	 	4.1	If any provision of this deed (or part of any provision of this deed) is found by any court or administrative body of competent jurisdiction to be invalid,
unenforceable or illegal, all other provisions of this deed (and parts of provisions of this deed) shall not be affected and shall remain in force and effective. 


 

	 	4.2	If any invalid, unenforceable or illegal provision of this deed would be valid, enforceable or legal if some part of it were deleted, that provision shall apply with
whatever modification is necessary to give effect to the commercial intention of the parties to this deed. 

  

	5	OTHER PROVISIONS 

 The
provisions of Clauses 9 (Announcements), 13 (Assignment), 14 (Whole Agreement), 15 (Variation and Waiver), 16 (Costs), 17 (Sellers’ Representative), 18 (Buyers’ Representative), 19 (Notices), 21 (Agreement Survives Completion), 22 (Third
Party Rights). 23 (Limitation Act 1980), 24 (Successors), 25 (Counterparts), 26 (Governing Law and Jurisdiction) of the Agreement shall apply mutatis mutandis to this deed. 
 This document has been executed as a deed and is delivered and takes effect on the date stated at the beginning of it. 







 THE SCHEDULE 

 

			
	NAME	  	ADDRESS
		
	 Graham Miller
	  	 Fosseway Lodge
 Fosseway
Lodge
 Fosse Lane
 Bath

BA1 7JS

		
	 Andrew Birnie
	  	 Ashburnham
 69 Coombe
Lane
 Stoke Bishop
 Bristol

BS9 2AZ

		
	 Jennifer Birnie
	  	 Ashburnham
 69 Coombe
Lane
 Stoke Bishop
 Bristol

BS9 2AZ

		
	
Richard Morley                     
   
	  	 31 Ffordd y Capel
 Efail
Isaf
 Pontypridd
 CF38
1AP

		
	 Rhod Samuel
	  	 127 Roundways
 Coalpit
Heath
 Bristol
 BS36
2LU

		
	 Graham Marsh
	  	 21 Gauntlet Road

Brockworth
 Gloucester

GL3 4EB

		
	 Sophie Newton
	  	 65 Cumbria Close

Thornbury
 BS35 2YF

		
	 Stewart Read
	  	 Knole Close

Almondsbury
 Bristol

BS32 4EJ










			
		
	 Adele Sheehan
	  	 First Floor Flat
 60 Lower
Redland Road
 Bristol
 BS6
6SS

		
	 Natalie Harker
	  	 54 Parliament Street

Chippenham
 SN14 0DE

		
	 Julian Wherlock
	  	 8 Broadfield Road

Knowle
 Bristol

BS4 2UQ

		
	 Tina Humphries
	  	 Waterslade
 Kites
Croft
 Westbury-sub-Mendip
 BA5
1HU

		
	 Mark Cooper
	  	 16 Nightingale Rise

Portishead
 Bristol

BS20 8LN

		
	 Pierre Lacrouts
	  	 15 Northend

Batheaston
 Bath

BA1 7EE

		
	 Justin Cowell
	  	 Sunnybank
 Stowell Hill
Road
 Tytherington
 GL12
8UH

		
	 Robert Felix
	  	 36 West View Road

Bristol
 BS3 3JJ

		
	 Stephen Raynolds
	  	 33 Napier Road

Bath
 BA1 4LN

		
	 Didier Bruyere
	  	 12 Station Road
 Ashley
Down
 Bristol
 BS7
9LB

		
	 Louise Argent
	  	 52 The Glebe

Wrington
 Bristol

BS40 5LX










			
		
	 Burhan Karadogan
	  	 31 Ffordd y Capel
 Efail
Isaf
 Pontypridd
 CF38
1AP

		
	 Elsa Crawford
	  	 47A Park Road

Congresbury
 Bristol

BS49 5HJ

		
	 Karl Swift
	  	 30 Chasewood Corner

Chalford
 Stroud

GL6 8JS

		
	 Kim Swift
	  	 30 Chasewood Corner

Chalford Stroud
 GL6 8JS

		
	 Sarah Edwards
	  	 44 Clarkson Avenue

Milton
 West super Mare

BS22 8EJ

		
	 David Peters
	  	 12 Nightingale Rise

Portishead
 Bristol

BS20 8LN

		
	 Catherine Peters
	  	 12 Nightingale Rise

Portishead
 Bristol

BS20 8LN

		
	 Esmond Jones
	  	 36 Westmead Crescent

Trowbridge
 Bath

BA1 0LY

		
	 Duncan Crawford
	  	 47A Park Road

Congresbury
 Bristol

BS49 5HJ

		
	 Laurence Ede
	  	 41 High Bannerdown

Bath
 BA1 7JZ










			
		
	 Hazel Ede
	  	 41 High Bannerdown

Bath
 BA1 7JZ

		
	 Anthony Kenny
	  	 30 Druid Stoke Avenue

Bristol
 BS9 1DD

		
	 Robert Crews
	  	 34 Old Sneed Park

Bristol
 BS9 1RF

		
	 Joanne Clarke
	  	 Fosseway Lodge
 Fosse
Lane
 Bath
 BA1
7JS

		
	 Jennie Williams
	  	 90 St Mary’s Road

Shirehampton
 BS11 9PF

		
	 Ruth Cuffe
	  	 Steepyfields,

Shirehampton
 Bristol

BS11 0DR

		
	 Janice Beale
	  	 92 Stockwood Road

Stockwood
 Bristol

BS14 8JE










					
	SIGNED by R&D SYSTEMS EUROPE LIMITED acting
by a director in the presence of
		  		  	Thomas E. Oland                         
               
		  		  	Director
			
	 WITNESS:        
	  		  	
			
	 Signature:
	  	Frank Mortari	  	
			
	 Address:
	  	614 Mckinley Place N.E.	  	
		  	Minneapolis, MN 55413	  	
		  	USA	  	
			
	 Occupation:
	  	Dir. Of Business Development	  	

  

					
	SIGNED by RESEARCH AND DIAGNOSTIC
SYSTEMS, INC acting by a director in the presence of:
		  		  	Gregory J. Melsen                         
               
		  		  	Director
			
	 WITNESS:        
	  		  	
			
	 Signature:
	  	Frank Mortari	  	
			
	 Address:
	  	614 Mckinley Place N.E.	  	
		  	Minneapolis, MN 55413	  	
		  	USA	  	
			
	 Occupation:
	  	Dir. of Business Development	  	









					
	SIGNED (but not delivered until the date hereof) as a DEED
by TOTAL CAPITAL FINANCE LIMITED acting by a director
in the presence
of:
		  		  	
		  		  	Lee Morse                           
             
		  		  	Director
	 WITNESS:
	  		  	
			
	 Signature:
	  	 	  	
			
	 Name (in block capitals)    
	  	STEPHEN BRENIER	  	
			
	 Address:
	  	C/O 280 Bishopsgate	  	
		  	London	  	
		  	EC2m 4RB	  	
			
	 Occupation:
	  	Banker	  	

  

					
	 SIGNED (but not delivered until the date hereof) as a 

DEED by LAURENCE EDE in the presence of:

		  		  	Laurence Ede                           
         
		  		  	
Laurence Ede                      
             

			
	
WITNESS:                       
 
	  		  	
			
	 Signature:
	  	DAVID FERRIS	  	
			
	 Address:
	  	2 Temple Back East	  	
		  	Temple Quay	  	
		  	Bristol, BS1 GEG	  	
			
	 Occupation:
	  	Solicitor	  	









					
	SIGNED (but not delivered until the date hereof) as a
DEED by GRAHAM MILLER acting by his duly appointed
and authorised attorney and
representative, Laurence Ede,
in the presence of:	  	
		  		  	Laurence Ede                           
             
		  		  	Attorney
			
	 WITNESS:
	  		  	
			
	 Signature:
	  	DAVID FERRIS	  	
			
	 Address:                
	  	As Above	  	
			
		  	 	  	
			
		  	 	  	
			
	 Occupation:
	  	Solicitor	  	

  

					
	SIGNED (but not delivered until the date hereof) as a DEED
by ANDREW BIRNIE acting by his duly appointed and
authorised attorney and
representative, Laurence Ede, in the
presence of:	  	
		  		  	Laurence Ede                           
             
		  		  	Attorney
			
	 WITNESS:
	  		  	
			
	 Signature:
	  	DAVID FERRIS	  	
			
	 Address:                
	  	As Above	  	
			
		  	 	  	
			
		  	 	  	
			
	 Occupation:
	  	Solicitor	  	









					
	SIGNED (but not delivered until the date hereof) as a DEED
by JENNIFER BIRNIE acting by her duly appointed and
authorised attorney and
representative, Laurence Ede, in
the presence of:	  	
		  		  	Laurence Ede                           
             
		  		  	
			
	 WITNESS:
	  		  	
			
	 Signature:
	  	DAVID FERRIS	  	
			
	 Address:                
	  	As Above	  	
			
		  	 	  	
			
		  	 	  	
			
	 Occupation:
	  	Solicitor	  	

  

					
	SIGNED (but not delivered until the date hereof) as a DEED
by RICHARD MORLEY acting by his duly appointed and
authorised attorney and
representative, Laurence Ede, in the
presence of:	  	
		  		  	Laurence Ede                           
             
		  		  	Attorney
			
	 WITNESS:
	  		  	
			
	 Signature:
	  	DAVID FERRIS	  	
			
	 Address:                
	  	As Above	  	
			
		  	 	  	
			
		  	 	  	
			
	 Occupation:
	  	Solicitor	  	









					
	SIGNED (but not delivered until the date hereof) as a DEED
by RHOD SAMUEL acting by his duly appointed and authorised attorney and
representative, Laurence Ede, in the presence of:	  	
		  		  	Laurence Ede                           
             
		  		  	Attorney
			
	 WITNESS:
	  		  	
			
	 Signature:
	  	DAVID FERRIS	  	
			
	 Address:                
	  	As Above	  	
			
		  	 	  	
			
		  	 	  	
			
	 Occupation:
	  	Solicitor	  	

  

					
	SIGNED (but not delivered until the date hereof) as a DEED
by GRAHAM MARSH acting by his duly appointed and
authorised attorney and
representative, Laurence Ede, in the
presence of:	  	
		  		  	Laurence Ede                           
             
		  		  	Attorney
			
	 WITNESS:
	  		  	
			
	 Signature:
	  	DAVID FERRIS	  	
			
	 Address:                
	  	As Above	  	
			
		  	 	  	
			
		  	 	  	
			
	 Occupation:
	  	Solicitor	  	









					
	SIGNED (but not delivered until the date hereof) as a DEED
by SOPHIE NEWTON acting by her duly appointed and
authorised attorney and
representative, Laurence Ede, in the
presence of:	  	
		  		  	Laurence Ede                           
             
		  		  	Attorney
			
	 WITNESS:
	  		  	
			
	 Signature:
	  	DAVID FERRIS	  	
			
	 Address:                
	  	As Above	  	
			
		  	 	  	
			
		  	 	  	
			
	 Occupation:
	  	Solicitor	  	

  

					
	SIGNED (but not delivered until the date hereof) as a DEED
by STEWART READ acting by his duly appointed and
authorised attorney and
representative, Laurence Ede, in the
presence of:	  	
		  		  	Laurence Ede                           
             
		  		  	Attorney
			
	 WITNESS:
	  		  	
			
	 Signature:
	  	DAVID FERRIS	  	
			
	 Address:                
	  	As Above	  	
			
		  	 	  	
			
		  	 	  	
			
	 Occupation:
	  	Solicitor	  	








  

					
	SIGNED (but not delivered until the date hereof) as a DEED
by ADELE SHEEHAN acting by her duly appointed and
authorised attorney and
representative, Laurence Ede, in the
presence of:	  	
		  		  	Laurence Ede                           
             
		  		  	Attorney
			
	 WITNESS:
	  		  	
			
	 Signature:
	  	DAVID FERRIS	  	
			
	 Address:                
	  	As Above	  	
			
		  	 	  	
			
		  	 	  	
			
	 Occupation:
	  	Solicitor	  	

  

					
	SIGNED (but not delivered until the date hereof) as a DEED
by NATALIE HARKER acting by her duly appointed and
authorised attorney and
representative, Laurence Ede, in the
presence of:	  	
		  		  	Laurence Ede                           
             
		  		  	Attorney
			
	 WITNESS:
	  		  	
			
	 Signature:
	  	DAVID FERRIS	  	
			
	 Address:                
	  	As Above	  	
			
		  	 	  	
			
		  	 	  	
			
	 Occupation:
	  	Solicitor	  	









					
	SIGNED (but not delivered until the date hereof) as a DEED
by JULIAN WHERLOCK acting by his duly appointed and
authorised attorney and
representative, Laurence Ede, in the
presence of:	  	
		  		  	Laurence Ede                           
             
		  		  	Attorney
			
	 WITNESS:
	  		  	
			
	 Signature:
	  	DAVID FERRIS	  	
			
	 Address:                
	  	As Above	  	
			
		  	 	  	
			
		  	 	  	
			
	 Occupation:
	  	Solicitor	  	

  

					
	SIGNED (but not delivered until the date hereof) as a DEED
by TINA HUMPHRIES acting by her duly appointed and
authorised attorney and
representative, Laurence Ede, in the
presence of:	  	
		  		  	Laurence Ede                           
             
		  		  	Attorney
			
	 WITNESS:
	  		  	
			
	 Signature:
	  	DAVID FERRIS	  	
			
	 Address:                
	  	As Above	  	
			
		  	 	  	
			
		  	 	  	
			
	 Occupation:
	  	Solicitor	  	









					
	SIGNED (but not delivered until the date hereof) as a DEED
by MARK COOPER acting by his duly appointed and
authorised attorney and
representative, Laurence Ede, in the
presence of:	  	
		  		  	Laurence Ede                           
             
		  		  	Attorney
			
	 WITNESS:
	  		  	
			
	 Signature:
	  	DAVID FERRIS	  	
			
	 Address:                
	  	As Above	  	
			
		  	 	  	
			
		  	 	  	
			
	 Occupation:
	  	Solicitor	  	

  

					
	SIGNED (but not delivered until the date hereof) as a DEED
by PIERRE LACROUTS acting by his duly appointed and
authorised attorney and
representative, Laurence Ede, in the
presence of:	  	
		  		  	Laurence Ede                           
             
		  		  	Attorney
			
	 WITNESS:
	  		  	
			
	 Signature:
	  	DAVID FERRIS	  	
			
	 Address:                
	  	As Above	  	
			
		  	 	  	
			
		  	 	  	
			
	 Occupation:
	  	Solicitor	  	









					
	SIGNED (but not delivered until the date hereof) as a DEED
by JUSTIN COWELL acting by his duly appointed and
authorised attorney and
representative, Laurence Ede, in the
presence of:	  	
		  		  	Laurence Ede                           
             
		  		  	Attorney
			
	 WITNESS:
	  		  	
			
	 Signature:
	  	DAVID FERRIS	  	
			
	 Address:                
	  	As Above	  	
			
		  	 	  	
			
		  	 	  	
			
	 Occupation:
	  	Solicitor	  	

  

					
	SIGNED (but not delivered until the date hereof) as a DEED
by ROBERT FELIX acting by his duly appointed and
authorised attorney and
representative, Laurence Ede, in the
presence of:	  	
		  		  	Laurence Ede                           
             
		  		  	Attorney
			
	 WITNESS:
	  		  	
			
	 Signature:
	  	DAVID FERRIS	  	
			
	 Address:                
	  	As Above	  	
			
		  	 	  	
			
		  	 	  	
			
	 Occupation:
	  	Solicitor	  	









					
	SIGNED (but not delivered until the date hereof) as a DEED
by STEPHEN REYNOLDS acting by his duly appointed and
authorised attorney and
representative, Laurence Ede, in the
presence of:	  	
		  		  	Laurence Ede                           
             
		  		  	Attorney
			
	 WITNESS:
	  		  	
			
	 Signature:
	  	DAVID FERRIS	  	
			
	 Address:                
	  	As Above	  	
			
		  	 	  	
			
		  	 	  	
			
	 Occupation:
	  	Solicitor	  	

  

					
	SIGNED (but not delivered until the date hereof) as a DEED
by DIDIER BRUYERE acting by his duly appointed and
authorised attorney and
representative, Laurence Ede, in the
presence of:	  	
		  		  	Laurence Ede                           
             
		  		  	Attorney
			
	 WITNESS:
	  		  	
			
	 Signature:
	  	DAVID FERRIS	  	
			
	 Address:                
	  	As Above	  	
			
		  	 	  	
			
		  	 	  	
			
	 Occupation:
	  	Solicitor	  	









					
	SIGNED (but not delivered until the date hereof) as a DEED
by LOUISE ARGENT acting by her duly appointed and
authorised attorney and
representative, Laurence Ede, in the
presence of:	  	
		  		  	Laurence Ede                           
             
		  		  	Attorney
			
	 WITNESS:
	  		  	
			
	 Signature:
	  	DAVID FERRIS	  	
			
	 Address:                
	  	As Above	  	
			
		  	 	  	
			
		  	 	  	
			
	 Occupation:
	  	Solicitor	  	

  

					
	SIGNED (but not delivered until the date hereof) as a DEED
by BURHAN KARADOGAN acting by his duly appointed and
authorised attorney and
representative, Laurence Ede, in the
presence of:	  	
		  		  	Laurence Ede                           
             
		  		  	Attorney
			
	 WITNESS:
	  		  	
			
	 Signature:
	  	DAVID FERRIS	  	
			
	 Address:                
	  	As Above	  	
			
		  	 	  	
			
		  	 	  	
			
	 Occupation:
	  	Solicitor	  	









					
	SIGNED (but not delivered until the date hereof) as a DEED
by ELSA CRAWFORD acting by her duly appointed and
authorised attorney and
representative, Laurence Ede, in the
presence of:	  	
		  		  	Laurence Ede                           
             
		  		  	Attorney
			
	 WITNESS:
	  		  	
			
	 Signature:
	  	DAVID FERRIS	  	
			
	 Address:                
	  	As Above	  	
			
		  	 	  	
			
		  	 	  	
			
	 Occupation:
	  	Solicitor	  	

  

					
	SIGNED (but not delivered until the date hereof) as a DEED
by KARL SWIFT acting by his duly appointed and
authorised attorney and
representative, Laurence Ede, in the
presence of:	  	
		  		  	Laurence Ede                           
             
		  		  	Attorney
			
	 WITNESS:
	  		  	
			
	 Signature:
	  	DAVID FERRIS	  	
			
	 Address:                
	  	As Above	  	
			
		  	 	  	
			
		  	 	  	
			
	 Occupation:
	  	Solicitor	  	









					
	SIGNED (but not delivered until the date hereof) as a DEED
by KIM SWIFT acting by her duly appointed and
authorised attorney and
representative, Laurence Ede, in the
presence of:	  	
		  		  	Laurence Ede                           
             
		  		  	Attorney
			
	 WITNESS:
	  		  	
			
	 Signature:
	  	DAVID FERRIS	  	
			
	 Address:                
	  	As Above	  	
			
		  	 	  	
			
		  	 	  	
			
	 Occupation:
	  	Solicitor	  	

  

					
	SIGNED (but not delivered until the date hereof) as a DEED
by SARAH EDWARDS acting by her duly appointed and
authorised attorney and
representative, Laurence Ede, in the
presence of:	  	
		  		  	Laurence Ede                           
             
		  		  	Attorney
			
	 WITNESS:
	  		  	
			
	 Signature:
	  	DAVID FERRIS	  	
			
	 Address:                
	  	As Above	  	
			
		  	 	  	
			
		  	 	  	
			
	 Occupation:
	  	Solicitor	  	









					
	SIGNED (but not delivered until the date hereof) as a DEED
by DAVID PETERS acting by his duly appointed and
authorised attorney and
representative, Laurence Ede, in the
presence of:	  	
		  		  	Laurence Ede                           
             
		  		  	Attorney
			
	 WITNESS:
	  		  	
			
	 Signature:
	  	DAVID FERRIS	  	
			
	 Address:                
	  	As Above	  	
			
		  	 	  	
			
		  	 	  	
			
	 Occupation:
	  	Solicitor	  	

  

					
	SIGNED (but not delivered until the date hereof) as a DEED
by CATHERINE PETERS acting by her duly appointed and
authorised attorney and
representative, Laurence Ede, in the
presence of:	  	
		  		  	Laurence Ede                           
             
		  		  	Attorney
			
	 WITNESS:
	  		  	
			
	 Signature:
	  	DAVID FERRIS	  	
			
	 Address:                
	  	As Above	  	
			
		  	 	  	
			
		  	 	  	
			
	 Occupation:
	  	Solicitor	  	









					
	SIGNED (but not delivered until the date hereof) as a DEED
by ESMOND JONES acting by his duly appointed and
authorised attorney and
representative, Laurence Ede, in the
presence of:	  	
		  		  	Laurence Ede                           
             
		  		  	Attorney
			
	 WITNESS:
	  		  	
			
	 Signature:
	  	DAVID FERRIS	  	
			
	 Address:                
	  	As Above	  	
			
		  	 	  	
			
		  	 	  	
			
	 Occupation:
	  	Solicitor	  	

  

					
	SIGNED (but not delivered until the date hereof) as a DEED
by DUNCAN CRAWFORD acting by his duly appointed and
authorised attorney and
representative, Laurence Ede, in the
presence of:	  	
		  		  	Laurence Ede                           
             
		  		  	Attorney
			
	 WITNESS:
	  		  	
			
	 Signature:
	  	DAVID FERRIS	  	
			
	 Address:                
	  	As Above	  	
			
		  	 	  	
			
		  	 	  	
			
	 Occupation:
	  	Solicitor	  	









					
	SIGNED (but not delivered until the date hereof) as a DEED
by HAZEL EDE acting by her duly appointed and
authorised attorney and
representative, Laurence Ede, in the
presence of:	  	
		  		  	Laurence Ede                           
             
		  		  	Attorney
			
	 WITNESS:
	  		  	
			
	 Signature:
	  	DAVID FERRIS	  	
			
	 Address:                
	  	As Above	  	
			
		  	 	  	
			
		  	 	  	
			
	 Occupation:
	  	Solicitor	  	

  

					
	SIGNED (but not delivered until the date hereof) as a DEED
by ANTHONY KENNY acting by his duly appointed and
authorised attorney and
representative, Laurence Ede, in the
presence of:	  	
		  		  	Laurence Ede                           
             
		  		  	Attorney
			
	 WITNESS:
	  		  	
			
	 Signature:
	  	DAVID FERRIS	  	
			
	 Address:                
	  	As Above	  	
			
		  	 	  	
			
		  	 	  	
			
	 Occupation:
	  	Solicitor	  	









					
	SIGNED (but not delivered until the date hereof) as a DEED
by ROBERT CREWS acting by his duly appointed and
authorised attorney and
representative, Laurence Ede, in the
presence of:	  	
		  		  	Laurence Ede                           
             
		  		  	Attorney
			
	 WITNESS:
	  		  	
			
	 Signature:
	  	DAVID FERRIS	  	
			
	 Address:                
	  	As Above	  	
			
		  	 	  	
			
		  	 	  	
			
	 Occupation:
	  	Solicitor	  	

  

					
	SIGNED (but not delivered until the date hereof) as a DEED
by JOANNE CLARKE acting by her duly appointed and
authorised attorney and
representative, Laurence Ede, in the
presence of:	  	
		  		  	Laurence Ede                           
             
		  		  	Attorney
			
	 WITNESS:
	  		  	
			
	 Signature:
	  	DAVID FERRIS	  	
			
	 Address:                
	  	As Above	  	
			
		  	 	  	
			
		  	 	  	
			
	 Occupation:
	  	Solicitor	  	









					
	SIGNED (but not delivered until the date hereof) as a DEED
by JENNIE WILLIAMS acting by her duly appointed and
authorised attorney and
representative, Laurence Ede, in the
presence of:	  	
		  		  	Laurence Ede                           
             
		  		  	Attorney
			
	 WITNESS:
	  		  	
			
	 Signature:
	  	DAVID FERRIS	  	
			
	 Address:                
	  	As Above	  	
			
		  	 	  	
			
		  	 	  	
			
	 Occupation:
	  	Solicitor	  	

  

					
	SIGNED (but not delivered until the date hereof) as a DEED
by RUTH CUFFE acting by her duly appointed and
authorised attorney and
representative, Laurence Ede, in the
presence of:	  	
		  		  	Laurence Ede                           
             
		  		  	Attorney
			
	 WITNESS:
	  		  	
			
	 Signature:
	  	DAVID FERRIS	  	
			
	 Address:                
	  	As Above	  	
			
		  	 	  	
			
		  	 	  	
			
	 Occupation:
	  	Solicitor	  	









					
	SIGNED (but not delivered until the date hereof) as a DEED
by JANICE BEALE acting by her duly appointed and
authorised attorney and
representative, Laurence Ede, in the
presence of:	  	
		  		  	Laurence Ede                           
             
		  		  	Attorney
			
	 WITNESS:
	  		  	
			
	 Signature:
	  	DAVID FERRIS	  	
			
	 Address:                
	  	As Above	  	
			
		  	 	  	
			
		  	 	  	
			
	 Occupation:
	  	Solicitor