Exhibit 10.4


 


Execution Version


Exchange
Agreement


 


This
Exchange Agreement (this “Agreement”) is executed and delivered as a Deed as of September 19, 2021,
by and among Cartesian Growth Corporation,
a Cayman Islands exempted company (the “Company”), Alvarium
Investments Limited, an English private limited company (“Alvarium”), and the holders of shares set forth
on the signature pages hereto (each, a “Holder” and, collectively, the “Holders”).


 


Recitals


 


Whereas,
on the date hereof, the Company has entered into that certain Business Combination Agreement (the “BCA”), by
and among the Company, Rook MS LLC, a Delaware limited liability company, Alvarium Tiedemann Capital, LLC, a Delaware limited liability
company, Alvarium, Tiedemann Wealth Management Holdings, LLC, a Delaware limited liability company, TIG Trinity GP, LLC, a Delaware limited
liability company, and TIG Trinity Management, LLC, a Delaware limited liability company. Capitalised words not otherwise defined in this
Agreement shall have the meaning given to them in the BCA.


 


Whereas,
the Company will redomicile as a Delaware corporation prior to the Alvarium Exchange (as defined below).


 


WHEREAS, prior to the
Closing, in accordance with, and pursuant to, the Alvarium Reorganization Plan, Alvarium shall take, or cause to be taken, all actions
necessary to implement the Alvarium Reorganization such that, upon completion of the Alvarium Reorganization, Alvarium shall be the wholly
owned indirect subsidiary of Alvarium Topco and Alvarium Topco shall be owned solely by the Alvarium Shareholders;


 


Whereas,
the Holders and the Company desire to exchange that number of Alvarium Ordinary Shares and Alvarium Class A Shares which, upon implementation
of the Alvarium Reorganization, will be owned by the Holders as set forth on Exhibit A
attached hereto, plus any other Alvarium Ordinary Shares and Alvarium Class A Shares that the Holders may acquire, be issued or transferred,
or otherwise come to hold (including, for the avoidance of doubt, as a result of exercise of any of the Alvarium Option Agreements) prior
to the Exchange Closing (the “Shares”), for that number and type of SPAC Class A Common Stock as is equal to
each Holder’s portion of the Alvarium Shareholders Share Consideration as determined in accordance with the BCA (collectively, the
“Exchange Shares”), as set forth herein.


 


Now,
Therefore, in order to induce the Company to enter into the BCA and for other good and valid consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Holders agree as follows:


 


Agreement


 


1. Agreement
To Exchange.


 


1.1 Authorization
of the Domestication and Issuance of Exchange Shares. Subject to and in accordance with the terms and conditions set forth in the
BCA, the Company shall, at Closing, effect the Domestication, following which the Company shall be domiciled as a Delaware corporation.
The Domestication and issuance of the Exchange Shares in exchange for the Shares, as set forth herein, shall, in accordance with the BCA,
be subject to approval by the Company’s shareholders at the SPAC Shareholders’ Meeting. After the Domestication Effective
Time, the Exchange Shares shall have the rights, preferences, privileges and restrictions set forth in the SPAC Certificate of Incorporation.


 






     


     


    

 


1.2 Exchange
of Shares. In accordance with, and pursuant to the provisions of, Section 3.03 of the BCA, subject the conditions to Closing set forth
in Article XI of the BCA being satisfied or waived (in accordance with the BCA), at the Exchange Closing (as defined below), each of the
Holders shall surrender, transfer and assign the Shares held by such Holder to the Company with full title guarantee and free of any encumbrance,
together with all rights attaching or accruing thereto, and the Company will issue to each such Holder, in exchange for such Shares, the
Exchange Shares as specified in the Alvarium Payment Spreadsheet (the exchange of the Shares for the Exchange Shares, as described in
this Agreement, being hereinafter referred to as the “Alvarium Exchange”). Not less than two (2) Business Days
prior to Closing, Alvarium shall deliver an updated copy of Exhibit A which shall be a true and accurate statement of the Shares held
by all Holders (and any new shareholders of Alvarium, each of whom shall adhere to this Agreement (or otherwise agree to participate in
the Exchange on substantially the same terms as set forth in this Agreement)) immediately prior to Exchange Closing (which information
shall be included in the Alvarium Payment Spreadsheet).


 


1.3 Waiver
of pre-emption rights. Each Holder irrevocably waives all rights of pre-emption over, or other rights to restrict the transfer of,
the Shares held by it, whether conferred by the certificate of incorporation or memorandum and/or articles of association of Alvarium
Topco, any shareholders’ agreement or in any other way, and shall procure that all such rights conferred on any other person are
waived no later than Exchange Closing so as to permit the transfer of the Shares pursuant to and in accordance with this Agreement. The
Company may, at its sole discretion, request evidence of such valid waivers of each such Holder pursuant to this Section 1.3 and upon
such request, each such Holder shall promptly provide such evidence.


 


2. Closing;
Delivery.


 


2.1 Closing.
The closing of the Alvarium Exchange (the “Exchange Closing”) shall take place on the Closing Date, immediately
following the Domestication and immediately prior to the effectiveness of the Umbrella Merger, remotely via the electronic exchange of
documents.


 


2.2 Delivery.
At the Exchange Closing, upon the terms and subject to the conditions hereof, the Company shall issue the Exchange Shares to the Holders
in non-certificated book-entry form against the tender of the Shares, in each case duly endorsed for transfer. At the Exchange Closing,
each Holder shall deliver to the Company: (a) a duly executed share transfer form in respect of the Shares held by it; (b) the share certificates
representing such Shares or, in lieu thereof, or an indemnity in a customary and reasonable form provided by the Company; and (c) an irrevocable
power of attorney, in the agreed form, duly executed by such Holder and any other registered owner of the Shares in favor of the Company
or its nominee(s) to enable the Company (pending registration of the relevant transfers) to exercise all voting and other rights attaching
to the Shares and to appoint proxies for this purpose. The register of members of Alvarium shall be updated to reflect the Alvarium Exchange
in accordance with the terms of the BCA.


 






    2


     


    

 


2.3 Failure
to Deliver. If, at the Exchange Closing, a Holder shall fail to tender and deliver any Shares (the “Non-Tendered Shares”),
either by failure to execute and deliver any appropriate share transfer form, share certificate or indemnity in lieu thereof, or voting
power of attorney, the SPAC and each of its directors shall be authorised to execute and deliver on behalf of each such Holder the relevant
share transfer form, share certificate indemnity or voting power of attorney, as applicable, and the Alavarium Exchange with respect to
any such Non-Tendered Shares shall proceed in accordance with this Agreement and the BCA.


 


2.4 English
Law Power of Attorney. By way of security to secure the performance of obligations owed by each Holder to the Company under this Agreement
(and in default of execution by the relevant Holder), each Holder hereby irrevocably, unconditionally and severally appoints the Company
and each of the Company’s directors to be that Holder’s attorney (each, an “Attorney”) with the
power on that Holder’s behalf to execute and deliver all instruments, deeds and documents and to do all acts and things as may be
required to discharge each of that Holder’s obligations pursuant to this Agreement. Each Attorney shall have the power to sub-delegate
this power and to appoint a substitute attorney in addition to the Company and/or such directors. Each Holder undertakes to ratify and
confirm whatever any Attorney, substitute attorney or other person to whom the power is sub-delegated, does or purports to do in good
faith in the exercise of any power conferred by this power of attorney and each Holder agrees that a person who deals in good faith with
any Attorney, substitute attorney or other person to whom the power is sub-delegated, may accept a written statement signed by the Company,
any of its directors or any other such person, to the effect that this power of attorney has not been revoked as conclusive evidence of
that fact.


 


3. Alvarium
Reorganization.


 


3.1 Alvarium
shall take, or cause to be taken, all actions necessary to implement the Alvarium Reorganization in accordance with, and pursuant to the
provisions of, Section 2.01(a)(ii) of the BCA.


 


3.2 Each
Holder irrevocably, unconditionally and severally appoints Alvarium and each of Alvarium’s directors to be that Holder’s attorney
(each, an “Alvarium Attorney”) with the power on that Holder’s behalf to take, or cause to be taken, all
actions, and to do, or cause to be done, such things as are necessary, proper, advisable, requested or required by Alvarium or otherwise,
including executing and delivering all instruments, deeds and documents to consummate, make effective and implement the Alvarium Reorganization.
Each Alvarium Attorney shall have the power to sub-delegate this power and to appoint a substitute attorney in addition to the Company
and/or such directors. Each Holder undertakes to ratify and confirm whatever any Alvarium Attorney, substitute attorney or other person
to whom the power is sub-delegated, does or purports to do in good faith in the exercise of any power conferred by this power of attorney
and each Holder agrees that a person who deals in good faith with any Alvarium Attorney, substitute attorney or other person to whom the
power is sub-delegated, may accept a written statement signed by the Company, any of its directors or any other such person, to the effect
that this power of attorney has not been revoked as conclusive evidence of that fact.


 




    3


     


    

 


4. Representations
of the Holders. Each Holder hereby represents and warrants to the Company as follows:


 


4.1 Title.
The Holder is, as at the date of this Agreement, the sole legal and beneficial owner of, and has good and valid title to, the shares
in the capital of Alvarium set out opposite such Holder’s name in columns 2 and 3 of Exhibit A, free of any liens, encumbrances,
claims or restrictions, and, upon implementation of the Alvarium Reorganization, as at Closing, will be the sole legal and beneficial
owner of, and will have good and valid title to, the Shares free of any liens, encumbrances, claims or restrictions, as set out opposite
such Holder’s name in columns 4 and 5 of Exhibit A.


 


4.2 Order,
Action or Proceedings. The Holder is not and at the Closing will not be subject to any order or bound by any contract or other instrument
that may have an adverse effect on the Holder’s ability to comply with this Agreement or to deliver the Shares free of any liens,
encumbrances, claims or restrictions, and there is no legal, administrative, regulatory or governmental proceeding or investigation (a
“Proceeding”) pending, and no person or entity has threatened in writing to commence any Proceeding, that would
reasonably be expected to have such effect. No event has occurred, and no claim, dispute or other condition or circumstance exists, that
might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding against the Holder or the Shares.


 


4.3 Requisite
Power and Authority. The Holder has all necessary power and authority under all applicable provisions of law to execute and deliver
this Agreement and to carry out its provisions. All action on the Holder’s part required for the lawful execution and delivery of
this Agreement has been and at the Closing will have been taken. Upon its execution and delivery, this Agreement will be valid and binding
obligations of the Holder, enforceable against the Holder in accordance with its terms, except (a) as limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (b) as
limited by general principles of equity that restrict the availability of equitable remedies.


 


4.4 Investment
Representations. The Holder understands that none of the Exchange Shares (the “Securities”) have been registered
under the Securities Act of 1933, as amended (the “Securities Act”). The Holder also understands that the Securities
are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon the Holders’
representations contained in this Agreement. The Holder further represents and warrants as follows:


 


(a) Purchaser
Bears Economic Risk. The Holder has substantial experience in evaluating and investing in private placement transactions of securities
in companies similar to the Company so that it is capable of evaluating the merits and risks of its investment in the Company and has
the capacity to protect its own interests. The Holder must bear the economic risk of this investment indefinitely unless the Securities
are registered pursuant to the Securities Act, or an exemption from registration is available. The Holder understands that the Company
has no present intention of registering the Securities. The Holder also understands that there is no assurance that any exemption from
registration under the Securities Act will be available and that, even if available, such exemption may not allow the Holder to transfer
all or any portion of the Securities under the circumstances, in the amounts or at the times the Holders might propose.


 






    4


     


    

 


(b) Acquisition
for Own Account. The Holder is acquiring the Securities for Holder’s own account for investment only, and not with a view towards
their distribution.


 


(c) Purchaser
Can Protect Its Interest. The Holder represents that by reason of its, or of its management’s, business or financial experience,
it has the capacity to protect its own interests in connection with the transactions contemplated in this Agreement. Further, the Holder
is aware of no publication of any advertisement in connection with the Exchange Transaction.


 


(d) Accredited
Investor. The Holder represents that it is an accredited investor within the meaning of Regulation D under the Securities Act.


 


(e) Company
Information. The Holder has had an opportunity to discuss the Company’s business, management and financial affairs with directors,
officers and management of the Company and has had the opportunity to review the Company’s operations and facilities. The Holder
has also had the opportunity to ask questions of and receive answers from, the Company and its management regarding the terms and conditions
of its investment in the Company.


 


(f) Rule
144. The Holder acknowledges and agrees that the Securities are “restricted securities” as defined in Rule 144 promulgated
under the Securities Act as in effect from time to time and must be held indefinitely unless they are subsequently registered under the
Securities Act or an exemption from such registration is available. The Holder has been advised or are aware of the provisions of Rule
144, which permits limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions, including,
among other things: the availability of certain current public information about the Company, the resale occurring following the required
holding period under Rule 144 and the number of shares being sold during any three-month period not exceeding specified limitations.


 


5. Conditions
to Closing


 


5.1 Mutual
Conditions. The obligations of each party to this Agreement to proceed with the Exchange Closing are subject to the satisfaction or
appropriate waiver, as applicable, of the conditions to Closing set forth in Article XI of the BCA and the parties to the BCA having proceeded
to Closing.


 




    5


     


    

 


6. Miscellaneous


 


6.1 Governing
Law. This Agreement (other than Section 2.4 of this Agreement (the “English Law Provisions”)) shall be governed
by, and construed in accordance with, the Laws of the State of New York applicable to contracts executed in and to be performed in the
State of New York. Any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, bid protest,
hearing, proceeding (including any civil, criminal, administrative, investigative or appellate or informal proceeding), litigation, citation,
summons, subpoena or investigation of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equity
arising out of or relating to this Agreement or the transactions contemplated hereby, in each case other than the English Law Provisions
(an “Action”) shall, to the fullest extent permitted by applicable Law, be heard and determined exclusively
in any New York State court or Federal court of the United States of America sitting in New York City in the Borough of Manhattan. To
the fullest extent permitted by applicable Law, the parties hereby (a) irrevocably submit to the exclusive jurisdiction of the aforesaid
courts for themselves and with respect to their respective properties for the purpose of any Action, and (b) agree not to commence any
such Action except in the courts described above in New York, other than any Action in any court of competent jurisdiction to enforce
any judgment, decree or award rendered by any such court in New York as described herein. To the fullest extent permitted by applicable
Law, each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties
further waive any argument that such service is insufficient. To the fullest extent permitted by applicable Law, each of the parties hereby
irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any
Action, (i) any claim that it is not personally subject to the jurisdiction of the courts in New York as described herein for any reason,
(ii) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts
(whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or
otherwise) and (iii) that (A) the Action in any such court is brought in an inconvenient forum, (B) the venue of such Action is improper
or (C) this Agreement or the transactions contemplated hereby, or the subject matter hereof, may not be enforced in or by such courts.


 


6.2 Governing
Law of Section 2.4. The English Law Provisions and any disputes or claims arising out of or in connection with them, their subject
matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England
and Wales. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection
with the English Law Provisions or their subject matter or formation (including non-contractual disputes or claims).


 


6.3 Waiver
of Jury Trial. Each of the parties hereto hereby waives to the fullest extent permitted by applicable Law, any right it may have to
a trial by jury with respect to any Action directly or indirectly arising out of or relating to this Agreement or the transactions contemplated
hereby. Each of the parties hereto (a) certifies that no officer, director, employee, accountant, consultant, financial advisor, legal
counsel, agent, attorney or other representative of any other party has represented, expressly or otherwise, that such other party would
not, in the event of any Action, seek to enforce that foregoing waiver and (b) acknowledges that it and the other parties have been induced
to enter into this Agreement and the transactions contemplated hereby, as applicable, by, among other things, the mutual waivers and certifications
in this Section 6.3.


 






    6


     


    

 


6.4 Entire
Agreement; Assignment. This Agreement and the Exhibits hereto constitutes the entire agreement among the parties with respect to the
subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the parties, or any of them,
with respect to the subject matter hereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or
otherwise) by any party without the prior express written consent of the other parties.


 


6.5 Parties
in Interest. This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement,
express or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or
by reason of this Agreement.


 


6.6 Severability.
If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy,
all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party hereto. Upon such determination
that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith
to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible in a mutually acceptable manner
in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.


 


6.7 Amendment.
This Agreement may be amended or modified in whole or in part, only by a duly authorized agreement in writing executed in the same
manner as this Agreement and which makes reference to this Agreement, and only upon the written consent of the Company and the Holders.


 


6.8 Notices.
All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed
to have been duly given upon receipt) by delivery in person, by email or by registered or certified mail (postage prepaid, return receipt
requested) to the respective parties at the address indicated for such party on the signature pages hereto (or at such other address for
a party as shall be specified in a notice given in accordance with this Section 6.8).


 


6.9 Headings.
The descriptive headings contained in this Agreement are included for convenience of reference only and shall not affect in any way the
meaning or interpretation of this Agreement.


 


6.10 Counterparts.
This Agreement may be executed and delivered (including by facsimile or portable document format (pdf) transmission) in one or more counterparts,
and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of
which taken together shall constitute one and the same agreement.


 


6.11 Specific
Performance. The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in
accordance with the terms hereof, and, accordingly, that the parties hereto shall, to the fullest extent permitted by law, be entitled
to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions
hereof (including such parties’ obligation to consummate the transactions contemplated hereby) in any New York State court or Federal
court of the United States of America sitting in New York City in the Borough of Manhattan without proof of actual damages or otherwise,
in addition to any other remedy to which they are entitled at law or in equity as expressly permitted in this Agreement. To the fullest
extent permitted by applicable law, each of the parties hereby further waives (a) any defense in any Action for specific performance that
a remedy at law would be adequate and (b) any requirement under any law to post security or a bond as a prerequisite to obtaining equitable
relief.


 


[Signature Page Follows.]


 




    7


     


    

 


In
Witness Whereof, the Company and the Holders have executed the Exchange
Agreement as a Deed as of the date set forth above.


 


	 	COMPANY:
	 	 
	 	CARTESIAN GROWTH CORPORATION
	 	 
	 	By:	/s/ Peter Yu
	 	Name: 	Peter Yu
	 	Title:	Chief Executive Officer



 


	 	In the presence of:
	 	 
	 	Witness: 	/s/ Diana Vargas
	 	Name:	 Diana Vargas
	 	Address:





 






    8


     


    

 


	 	ALVARIUM:
	 	 
	 	ALVARIUM INVESTMENTS LIMITED
	 	 
	 	By:	/s/ Alexander de Meyer
	 	Name: 	Alexander de Meyer
	 	Title:	CEO



 


	 	In the presence of:
	 	 
	 	Witness: 	/s/ Sydney Gallagher
	 	Name:	Sydney Gallagher
	 	Address:


 




    9


     


    

 


HOLDERS:


 


 


	SIGNED AS A DEED by	)	 	 
	NEIL BEATON	)	/s/ Neil Beaton	 
	 	 	 	 
	in the presence of	 	 	 



 


	Witness signature:	/s/ Barnaby Horwich	 
	Witness name:	Barnaby Horwich	 
	Witness address:		 



 


	SIGNED AS A DEED by	)	 	 
	CHARLES HAMILTON	) 	/s/ Charles Hamilton	 
	 	 	 	 
	in the presence of	 	 	 



 


	Witness signature:	/s/ Sydney Gallagher	 
	Witness name:	Sydney Gallagher	 
	Witness address:	 	 


 


	SIGNED AS A DEED by	)	 	 
	STUART DAVIES	) 	/s/ Stuart Davies 	 
	 	 	 	 
	in the presence of	 	 	 



 


	Witness signature:	/s/ Barnaby Horwich	 
	Witness name:	 Barnaby Horwich	 
	Witness address:		 


 




    10


     


    

  


	SIGNED AS A DEED by	)	 	 
	ANDREW WILLIAMS	)	/s/ Andrew Williams	 
	 	 	 	 
	in the presence of	 	 	 


 


	Witness signature:	/s/ Catherine Gillibrand	 
	Witness name:	 Catherine Gillibrand	 
	Witness address:		 


 


	SIGNED AS A DEED by	)	 	 
	JONATHAN ELKINGTON	)	/s/ Jonathan Elkington	 
	 	 	 	 
	in the presence of	 	 	 



 


	Witness signature:	/s/ Rahma Begum	 
	Witness name:	Rahma Begum	 
	Witness address:		 


 


	SIGNED AS A DEED by	)	 	 
	ELLIOT SHAVE	)	/s/ Elliot Shave	 
	 	 	 	 
	in the presence of	 	 	 


 


	Witness signature:	/s/ Edwarde McKillen-Barrow	 
	Witness name:	Edwarde McKillen-Barrow	 
	Witness address:	 	 


 




    11


     


    

 


	SIGNED AS A DEED by	)	 	 
	ALEXANDER DE MEYER	)	/s/ Alexander de Meyer	 
	 	 	 	 
	in the presence of	 	 	 


 


	Witness signature:	/s/ Sydney Gallagher	 
	Witness name:	Sydney Gallagher	 
	Witness address:	 	 


 


	SIGNED AS A DEED by	)	 	 
	CHARLES FILMER	)	 /s/ Charles Filmer 	 
	 	 	 	 
	in the presence of	 	 	 


 


	Witness signature:	/s/ Hazel Legg	 
	Witness name:	 Hazel Legg	 
	Witness address:	 	 


 


	SIGNED AS A DEED by	)	 	 
	ANTONIA FILMER	)	/s/ Antonia Filmer	 
	 	 	 	 
	in the presence of	 	 	 


 


	Witness signature:	/s/ Hazel Legg	 
	Witness name:	 Hazel Legg	 
	Witness address:	 	 


 




    12


     


    

 


	SIGNED AS A DEED by	)	 	 
	SOPHIE ROWNEY	)	/s/ Sophie Rowney	 
	 	 	 	 
	in the presence of	 	 	 


 


	Witness signature:	/s/ Phillippa Beach	 
	Witness name:	 Phillippa Beach	 
	Witness address:		 


 


	SIGNED AS A DEED by	)	 	 
	CLARA BULLRICH	)	/s/ Clara Bullrich 	 
	 	 	 	 
	in the presence of	 	 	 


 


	Witness signature:	/s/ Jamie Grossman 	 
	Witness name:	Jamie Grossman	 
	Witness address:		 


 


	SIGNED AS A DEED by	)	 	 
	JOSE REMY	)	/s/ Jose Remy 	 
	 	 	 	 
	in the presence of	 	 	 


 


	Witness signature:	/s/ Jamie Grossman 	 
	Witness name:	Jamie Grossman	 
	Witness address:		 


 




    13


     


    

 


	SIGNED AS A DEED by	)	 	 
	RICARDO DE LA SERNA	)	/s/ Ricardo de la Serna 	 
	 	 	 	 
	in the presence of	 	 	 


 


	Witness signature:	/s/ Jamie Grossman 	 
	Witness name:	Jamie Grossman	 
	Witness address:		 


 


	SIGNED AS A DEED by	)	 	 
	JORGE REGANHA	)	/s/ Jorge Reganha 	 
	 	 	 	 
	in the presence of	 	 	 


 


	Witness signature:	/s/ Ricardo Louro	 
	Witness name:	 Ricardo Louro	 
	Witness address:	 	 


 


	SIGNED AS A DEED by	)	 	 
	LUXAC SARL	)	/s/ Antonio Champalimand 	 
	Acting by Manager A	 	 	 
	 	 	 	 
	in the presence of	 	 	 


 


	Witness signature:	/s/ Ricardo Rodrigues	 
	Witness name:	 Ricardo Rodrigues	 
	Witness address:	 	 


 




    14


     


    

 


	SIGNED AS A DEED by	)	 	 
	LUXAC SARL	) 	/s/ Elisa Paola Armandola 	 
	Acting by Elisa Paola Armandola	 	 	 
	 	 	 	 
	in the presence of	 		 


 


	Witness signature:	/s/ Julie Parison 	 
	Witness name:	Julie Parison	 
	Witness address:	 	 



 



    15


     


    

 


	SIGNED AS A DEED by	)	 	 
	ROBERT BURTON	)	/s/ Robert Burton	 
	 	 	 	 
	in the presence of	 	 	 


 


	Witness signature:	/s/ Alison Burton	 
	Witness name:	 Alison Burton	 
	Witness address:	 	 


 


	SIGNED AS A DEED by	)	 	 
	ALI BOUZARIF	)	/s/ Ali Bouzarif	 
	 	 	 	 
	in the presence of	 	 	 


 


	Witness signature:	/s/ Olivia J. Reynolds	 
	Witness name:	 Olivia J. Reynolds	 
	Witness address:	 	 


 


	SIGNED AS A DEED by	)	 	 
	KENNETH COSTA	)	/s/ Kenneth Costa	 
	 	 	 	 
	in the presence of	 	 	 


 


	Witness signature:	/s/ Alexandra Jackson	 
	Witness name:	 Alexandra Jackson	 
	Witness address:	 	 


 




    16


     


    

 


	SIGNED AS A DEED by	)	 	 
	CARLOS MEJIA	)	/s/ Carlos Mejia 	 
	 	 	 	 
	in the presence of	 	 	 


 


	Witness signature:	/s/ Jamie Grossman 	 
	Witness name:	Jamie Grossman	 
	Witness address:		 


 


	SIGNED AS A DEED by	)	 	 
	GIDEON KONG	)	/s/ Gideon Kong	 
	 	 	 	 
	in the presence of	 	 	 


 


	Witness signature:	/s/ Winnie Hui	 
	Witness name:	 Winnie Hui	 
	Witness address:	 	 


 


	SIGNED AS A DEED by	)	 	 
	JOSHUA GREEN	)	/s/ Josha Green	 
	 	 	 	 
	in the presence of	 	 	 


 


	Witness signature:	/s/ Pui Yan Iris Shum 	 
	Witness name:	Pui Yan Iris Shum	 
	Witness address:	 	 


 




    17


     


    

 


	SIGNED AS A DEED by	)	 	 
	JONATHAN GOODWIN	)	/s/ Jonathan Goodwin 	 
	 	 	 	 
	in the presence of	 	 	 


 


	Witness signature:	/s/ Alice Stannard	 
	Witness name:	 Alice Stannard	 
	Witness address:	 	 


 


	SIGNED AS A DEED by	)	 	 
	JULIAN CULHANE	)	/s/ Julian Culhane 	 
	 	 	 	 
	in the presence of	 	 	 


 


	Witness signature:	/s/ Samantha Culhane	 
	Witness name:	Samantha Culhane	 
	Witness address:		 


 


	SIGNED AS A DEED by	)	 	 
	SIMON LEE	)	/s/ Simon Lee 	 
	 	 	 	 
	in the presence of	 	 	 


 


	Witness signature:	/s/ Fiona Lee	 
	Witness name:	Fiona Lee	 
	Witness address:		 


 




    18


     


    

 


 


	SIGNED AS A DEED by	)	 	 
	JOHN WHITE	)	/s/ John White 	 
	 	 	 	 
	in the presence of	 	 	 


 


	Witness signature:	/s/ Carolyn White	 
	Witness name:	 Carolyn White	 
	Witness address:	 	 


 


	SIGNED AS A DEED by	)	 	 
	FREDERICK BROOKS	)	/s/ Frederick Brooks 	 
	 	 	 	 
	in the presence of	 	 	 


 


	Witness signature:	/s/ Beth Rowan	 
	Witness name:	 Beth Rowan	 
	Witness address:		 


 


	SIGNED AS A DEED by	)	 	 
	CFT ASSETS LIMITED	)	 	 
	acting by Edward Cain, Attorney...	)	/s/ Edward Cain	 
	 	 	 	 
	in the presence of	 	 	 


 


	Witness signature:	/s/ Helen Richards	 
	Witness name:	 Helen Richards	 
	Witness address:		 


 




    19


     


    

 


	SIGNED AS A DEED by	)	 	 
	TAILORSPACE LIMITED acting 	)	 	 
	by...Benjamin Thomas Gough......	)	/s/ Benjamin Thomas Gough	 
	 	 	 	 
	in the presence of	 	 	 


 


	Witness signature:	/s/ Rachel D Hansen	 
	Witness name:	Rachel D Hansen	 
	Witness address:	 	 


 


	SIGNED AS A DEED by	)	 	 
	WRG, ALV, LLC	)	 	 
	acting by...Trent Dawson...	)	/s/ Trent Dawson	 
	 	 	 	 
	in the presence of	 	 	 


 


	Witness signature:	/s/ Marta Polishchuk	 
	Witness name:	Marta Polishchuk 	 
	Witness address:		 
	 	 	 
	 	 	 


 


	SIGNED AS A DEED by	)	 	 
	GLOBAL GOLDFIELD LIMITED acting 	)		 
	by...Tony Yeung......	)	/s/ Tony Yeung 	 
	 	 	 	 
	in the presence of	 	 	 


 


	Witness signature:	/s/ YUEN Wan Man Amy 	 
	Witness name:	YUEN Wan Man Amy	 
	Witness address:	 	 


 


	SIGNED AS A DEED by	)	 	 
	ILWADDI CAYMAN HOLDINGS acting 	)	 	 
	by...HE Sheikh Jassim Abdulaziz J.H. Al-Thani	) 	/s/ HE Sheikh Jassim Abdulaziz J.H. Al-Thani	 
	 	 	 	 
	in the presence of	 		 


 


	Witness signature:	/s/ Tine De Beck 	 
	Witness name:	Tine De Beck	 
	Witness address:	 	 


 






    20