Exhibit
10.1


 





	
	 	 	DATED
    13 April	2017
    	 
	 	
	 	EBONEX
                                         LIMITED

         

        and

         

        AQUA
        METALS, INC.

         
	(1)

         

        (2)

         

	 	 

                                                                                                                                               AGREEMENT

         

        for
        the sale and purchase of the entire issued share capital of Ebonex IPR Limited and other matters related to the proposed
        acquisition

         
	 
	 	 	 	 	 



 


 


 



     


     


    

 


THIS
AGREEMENT is made on 13 April 2017


 


BETWEEN:


 


		(1)	EBONEX
                                         LIMITED, a company registered in England and Wales with company number 09224581 whose
                                         registered address is at Second Floor, 16 St. Cuthberts Street, Bedford, Bedfordshire,
                                         MK40 3JG (“Seller”); and



 


		(2)	AQUA
                                         METALS, INC., a
                                         company registered in Delaware, U.S.A. (company registration number 47-1169572 whose
                                         address is at 1010 Atlantic Avenue, Alameda CA 94501 (“Buyer”).



 


WHEREAS:


 


		(A)	The
                                         Seller is the registered holder and the beneficial owner of all of the issued shares
                                         in EIPRL.



 


		(B)	The
                                         Seller is willing to sell such shares to the Buyer, and the Buyer is willing to purchase
                                         them, by exercising the EIPRL Option (as defined below) and on the terms of this Agreement.



 


NOW
IT IS AGREED:


 


		1	Definitions
                                         and interpretation



 


		1.1	In
                                         this Agreement unless the context otherwise requires:



 


“Accounts”
means the audited financial statements of EIPRL comprising EIPRL’s individual accounts as defined in sections 394 and 396
CA 2006 including the cash flow statement, notes to those accounts and the associated directors’ and auditors’ reports,
for the financial year ended on the Accounts Date;


 


“Accounts
Date” means 30 June 2015;


 


“AQM”
means Aqua Metals, Inc., a company listed on NASDAQ with stock code “AQMS”;


 


“AQM
Common Stock” means the $0.001 par value common stock of the Buyer;


 






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“AQM
Consideration Shares” means such number of shares of AQM Common Stock equal to USD2,200,000 divided by the AQM VWAP
as of the date of this Agreement;


 


“AQM
VWAP” means, for any date, the daily volume weighted average price of the AQM Common Stock for the ten (10) trading
days prior to such date (or the nearest preceding date) on NASDAQ as reported by Bloomberg L.P. (based on a Trading Day from 9:30
a.m. New York City time to 4:02 p.m. New York City time);


 


“Associated
Person” means in relation to a company, a person (including an employee, agent or subsidiary) who performs or has performed
services for or on that company’s behalf;


 


“business
day” means a day on which banks are ordinarily open for the transaction of normal banking business in London;


 


“business
hours” means between 9.00 a.m. and 5.00 p.m. on a business day;


 


“Business
IPR” means all EIPRL IPR and rights in any Relevant Third Party IPR;


 


“Buyer’s
Solicitors” means K&L Gates LLP, One New Change, London EC4M 9AF;


 


“CA
2006” means the Companies Act 2006;


 


“Call
Option Agreement” means the call option agreement dated 5 April 2016 between the Seller and the Buyer;


 


“Claim”
means a claim by the Buyer against the Seller under the Warranties or any other provision of this Agreement;


 


“Competition
Law” means the national and directly effective legislation of any jurisdiction which governs the conduct of companies
or individuals in relation to restrictive or other anti-competitive agreements or practices, dominant or monopoly market positions
(whether held individually or collectively) and the control of acquisitions or mergers;


 


“Completion”
means completion of the sale and purchase of the Sale Shares by the performance by the parties of their respective obligations
under Clause 6 and Schedule 3;


 






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“Completion
Date” means the date of this Agreement;


 


“Confidential
Information” means all industrial, commercial, technical, financial and other information wherever located and of whatever
nature and in whatever form (whether written, oral, visual, recorded, graphical, electronic or otherwise) relating to the activities
of EIPRL, which is, or may be, secret or confidential and including (but not limited to) records, trade secrets, formulae, processes,
methods and equivalent information in connection with the products manufactured, produced, distributed and sold and the services
supplied by EIPRL and the customers and suppliers of EIPRL;


 


“Data
Protection Legislation” means the DPA, the EU Data Protection Directive 95/46/EC, the Regulation of Investigatory Powers
Act 2000, the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000 (SI 2000/2699),
the Electronic Communications Data Protection Directive 2002/58/EC, the Privacy and Electronic Communications (EC Directive) Regulations
2003 and all applicable laws and regulations relating to processing personal data and privacy, including where applicable the
guidance and codes of practice issued by the Information Commissioner;


 


“Disclosure
Letter” means the letter of the same date as this Agreement in the agreed form from the Seller to the Buyer qualifying
the Warranties;


 


“Domain
Names” means the domain names listed in Schedule 7;


 


“DPA”
means the Data Protection Act 1998;


 


“EIPRL”
means Ebonex IPR Limited, a company registered in England and Wales with company number 09288783 whose registered address is at
Second Floor 16 St. Cuthberts Street, Bedford, Bedfordshire, England, MK40 3JG (details of which are set out in Schedule 1);


 


“EIPRL
IPR” means all Intellectual Property Rights solely or jointly owned by EIPRL, including but not limited to all items
identified as EIPRL IPR in Schedule 7;


 


“EIPRL
Option” means the option to purchase the entire issued share capital of EIPRL pursuant to the Call Option Agreement;


 






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“EIPRL
Software” means any Software in which the Intellectual Property Rights are solely or jointly owned by EIPRL, including
but not limited to all items identified as EIPRL Software in Schedule 7;


 


“EL
Equity” means all the shareholders of the Seller as at Completion, which include 1) Clive Anthony Davies; 2) Low Carbon
Innovation Fund Limited; 3) NES Partners; and 4) Atraverda USA;


 


“Encumbrance”
means any mortgage, charge, pledge, lien, hypothecation, assignment by way of security, option or obligation to grant an option,
restriction, claim, right of pre-emption, right of first refusal, third party right or interest, other encumbrance or security
interest of any kind or other preferential arrangement having similar effect, not including restrictions on transfer under the
Securities Act;


 


“ETL”
means Ebonex Technologies Limited, a company registered in England and Wales with company number 08249948 whose registered address
is at Units A&B Roseheyworth Business Park, Abertillery, Gwent, Wales, NP13 1SX;


 


“Guarantee”
means any guarantee, suretyship, indemnity, letter of comfort or other obligation, bonding liability or similar contingent liability
whether given directly or by way of counter-indemnity, by EIPRL to any third party in respect of a liability of any person other
than EIPRL;


 


“HMRC”
means HM Revenue and Customs;


 


“holding
company” means a holding company as defined by section 1159 CA 2006 or a parent undertaking as defined by section 1162
CA 2006;


 


“Intellectual
Property Rights” means rights to inventions (whether patentable or not), rights in get-up, patents and supplementary
protection certificates, utility models, trade marks (including logos and strap lines), service marks, domain names, websites,
rights in designs, trade or business names, copyrights, rights in the nature of copyright, database and unfair extraction rights
and rights in confidential information (including trade secrets and know-how), in each case for the full term thereof throughout
the world, whether past, present or future and whether or not registered or recorded in any manner, and all similar or equivalent
rights, together with applications (and the right to make applications) for and renewals, re-issues, extensions, divisions and
continuations of, and goodwill and the right to sue for passing off or in unfair competition relating to, any of the above;


 






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“IP
Licence” means any licence, sub-licence, agreement, authorisation or permission, whether express or implied and whether
or not in writing, to which EIPRL is a party, relating to the use, enjoyment and/or exploitation by EIPRL of any Third Party IPR
or by any third party of any Business IPR, including (for the avoidance of doubt) the Deed of Assignment of Business IP dated
12 December 2014 between Atraverda USA, Inc, the Seller and EIPRL;


 


“ITA
2007” means the Income Tax Act 2007;


 


“Management
Accounts” means the unaudited management accounts of EIPRL for the period from the Accounts Date to the Management Accounts
Date;


 


“Management
Accounts Date” means 28 February 2017;


 


“Non-Tax
Claim” means any Claim which is not a Tax Claim;


 


“Personal
Data” means personal data (as defined in the DPA) processed by EIPRL;


 


“Registered
EIPRL IPR” means all EIPRL IPR that have been registered or that are applications for registration of Intellectual Property
Rights or for registered Intellectual Property Rights;


 


“related
company” in relation to any company means any subsidiary or holding company of that company or any other subsidiary
of that company’s holding company;


 


“Relevant
Breach” means any event, matter or circumstance which is inconsistent with, contrary to or otherwise a breach of any
of the Warranties (as qualified by Clause 8.2);


 


“Relevant
Third Party IPR” means all Third Party IPR licensed to EIPRL or the subject matter of which is used by EIPRL, including
but not limited to all Intellectual Property Rights identified as Relevant Third Party IPR in Schedule 7;


 


“Residual
Liability” means a potential liability of the Seller in respect of a Claim at the time of a novation thereof pursuant
to paragraph 9 of Schedule 6;


 






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“Sale
Shares” means the issued 1,448,263 ordinary shares of £1 each in the capital of EIPRL, being the entire issued
share capital of EIPRL as at the date of this Agreement;


 


“SEC”
means the U.S. Securities and Exchange Commission;


 


“Securities
Act” means the U.S. Securities Act of 1933, as amended, including all rules and regulations promulgated thereunder;


 


“Seller’s
Solicitors” means Mills & Reeve LLP registered in England & Wales with number OC326165 of Botanic House, 100
Hills Road, Cambridge, CB2 1PH (ref: CBM/4036682-0001);


 


“Software”
means computer programs (including but not limited to software applications, databases, operating systems, compilers, and firmware
and any other computer programs embedded in any information or communications technology equipment) whether in source code or
object code form, and including any accompanying user guides and/or manuals;


 


“Software
Licence” means any licence, sub-licence, agreement, authorisation or permission, whether express or implied and whether
or not in writing, relating to the use, enjoyment and/or exploitation by EIPRL of any Third Party Software or by any third party
of any EIPRL Software;


 


“subsidiary”
means a subsidiary as defined by section 1159 CA 2006;


 


“subsidiary
undertaking” means a subsidiary undertaking as defined by section 1162 CA 2006;


 


“Tax
Claim” means a Claim by the Buyer against the Seller under the Tax Warranties;


 


“Tax
Covenant” means the covenant in relation to tax set out in part C of Schedule 5;


 


“Tax
Warranties” means the Warranties relating to taxation set out in part B of Schedule 5;


 


“Third
Party IPR” means all Intellectual Property Rights not solely owned by EIPRL;


 






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“Third
Party Software” means any Software used by EIPRL that is not solely owned by EIPRL, including but not limited to all
items identified as Third Party Software in Schedule 7;


 


“use”
in the context of any Intellectual Property Rights means use of the subject matter of such rights including but not limited to
any such use that would, without the consent of the owner of the Intellectual Property Rights, be an infringement or breach of
such Intellectual Property Rights;


 


“VATA
1994” means the Value Added Tax Act 1994;


 


“Virus”
means any software programme or code intended to destroy, interfere with, corrupt, or cause undesired effects on programme
files, data or other information, executable code or application software macros, whether or not its operation is immediate or
delayed, and whether such software programme is introduced wilfully, negligently or without knowledge of its existence;


 


“Warranties”
means the warranties set out in Schedule 4 and part B of Schedule 5; and


 


“Websites”
means the websites owned and/or operated by or on behalf of EIPRL at the Domain Names, including but not limited to any content
appearing at such websites.


 


		1.2	In
                                         this Agreement unless the context otherwise requires:



 


		1.2.1	a
                                         document expressed to be “in the agreed form” means a document in
                                         a form which has been agreed by the parties on or before the date of this Agreement;



 


		1.2.2	references
                                         to a Clause or Schedule are to a Clause of, or a schedule to, this Agreement, references
                                         to this Agreement include its schedules and references in a schedule or part of a schedule
                                         to a paragraph are to a paragraph of that schedule or that part of that schedule;



 


		1.2.3	references
                                         to this Agreement or any other document or to any specified provision of this Agreement
                                         or any other document are to this Agreement, that document or that provision as in force
                                         for the time being and as amended from time to time in accordance with the terms of this
                                         Agreement or that document or, as the case may be, with the agreement of the relevant
                                         parties;



 






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		1.2.4	words
                                         importing the singular include the plural and vice versa and words importing a gender
                                         include every gender;



 


		1.2.5	the
                                         table of contents and the descriptive headings to Clauses, Schedules and paragraphs are
                                         inserted for convenience only, have no legal effect and shall be ignored in the interpretation
                                         of this Agreement;



 


		1.2.6	references
                                         to persons or companies, except where used in reference to EIPRL, will include any partnership,
                                         undertaking or other body of persons, whether incorporated or not incorporated and whether
                                         now existing or hereafter to be formed;



 


		1.2.7	references
                                         to any enactment (meaning any statute or statutory provision, whether of the United Kingdom
                                         or elsewhere, any subordinate legislation (as defined by section 21(1) Interpretation
                                         Act 1978) and any other subordinate legislation made under any such statute or statutory
                                         provision) shall be construed as references to:



 


		(i)	any
                                         enactment which that enactment has directly or indirectly replaced (whether with or without
                                         modification); and



 


		(ii)	that
                                         enactment as re-enacted, replaced or modified from time to time, before or on the date
                                         of this Agreement, or after the date of this Agreement except to the extent that the
                                         liability of any party is thereby increased or extended; and



 


		1.2.8	the
                                         words and phrases “other”, “including” and “in
                                         particular” shall not limit the generality of any preceding words or be construed
                                         as being limited to the same class as the preceding words where a wider construction
                                         is possible.



 


		2	Exercise
                                         of Call Option



 


		2.1	Pursuant
                                         to the Call Option Agreement, the Buyer hereby gives notice of its exercise of the EIRL
                                         Option on the date of this Agreement and the parties agree that the Exercise Period under
                                         the Call Option Agreement shall be deemed extended to permit this (but without any additional
                                         monthly fee being due).



 






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		2.2	The
                                         Seller acknowledges that it has received the monthly payments of US$15,000 payable by
                                         the Buyer pursuant to clause 2.3 of the Call Option Agreement and covenants that is has
                                         at all times complied with its obligations and undertakings in the Call Option Agreement,
                                         including, without limitation, each of them set out in clause 2.4, clause 7 and clause
                                         8 therein.



 


		3	Sale
                                         of the Sale Shares



 


		3.1	The
                                         Seller shall sell to the Buyer and the Buyer shall purchase from the Seller the Sale
                                         Shares.



 


		3.2	The
                                         Seller shall sell and transfer the Sale Shares with full title guarantee and free from
                                         any Encumbrance and with all rights and benefits attached or accruing to them at or after
                                         the date of this Agreement (including the right to receive all dividends, distributions
                                         or any return of capital declared, paid or made by EIPRL on or after Completion).



 


		4	Consideration



 


		4.1	The
                                         consideration for the sale of the Sale Shares shall be a cash amount of US$100,000 (the
                                         “Completion Payment”) and the issuance by the Buyer to the Seller
                                         of the AQM Consideration Shares, being in such number as is US$2,200,000, divided by
                                         the AQM VWAP as measured as at the date of this Agreement.



 


		4.2	The
                                         Buyer covenants with the Seller that:



 


		4.2.1	it
                                         has all the right to issue the AQM Consideration Shares on the terms set out in this
                                         Agreement, and particularly:



 


		(i)	it
                                         has obtained the relevant approval by the board of directors of AQM (and that by the
                                         required majority of shareholders in AQM, if applicable) for the issuance of the AQM
                                         Consideration Shares on the terms set out in this Agreement;



 


		(ii)	all
                                         the necessary filing, notification or other submission to the SEC for the purpose of
                                         giving effect to the issuance of the AQM Consideration Shares on the terms set out in
                                         this Agreement has been or will be made in a timely manner to, and accepted by the SEC
                                         at the cost of the Buyer; and



 






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		(iii)	the
                                         Buyer will fully cooperate in any transfer of AQM Consideration Shares by the Seller
                                         to EL Equity in a transaction exempt from the registration requirements of Section 5
                                         of the Securities Act, including the provision of any required opinion of counsel at
                                         AQM’s expense; and



 


		4.2.2	it
                                         shall issue the AQM Consideration Shares free from all Encumbrances.



 


		4.3	The
                                         Seller acknowledges that the AQM Consideration Shares issuable pursuant to Clause 4.1
                                         will be issued as restricted securities within the meaning of Rule 144 under the Securities
                                         Act, and may not be sold or otherwise transferred other than pursuant to an effective
                                         registration statement or an exemption from registration. The Seller represents and warrants
                                         that it is acquiring the AQM Consideration Shares for its own account and with no present
                                         expectation of further distributing the AQM Consideration Shares. The Seller understands
                                         and agrees that the certificates for the AQM Consideration Shares shall bear a restrictive
                                         legend in substantially the following form:



 


“The
Securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not
be offered for sale, sold, or otherwise disposed of, except in compliance with the registration provisions of such Act or pursuant
to an exemption from such registration provisions, the availability of which is to be established to the satisfaction of the Company
and confirmed by an opinion of counsel acceptable to the Company in its reasonable discretion.”


 


		4.4	The
                                         Seller acknowledges that it has accessed and reviewed the Buyer’s reports on file
                                         with the SEC, including Buyer’s Annual Report on Form 10-K for the fiscal year
                                         ended December 31, 2015 and all subsequently filed reports (“SEC Filings”).
                                         The Seller acknowledges that the offer and sale of the AQM Consideration Shares is being
                                         made only by means of this Agreement and understands that the Buyer has not authorised
                                         the use of, and the Seller confirms that it is not relying upon, any other information,
                                         written or oral, other than material contained in this Agreement for the SEC Filings.
                                         The Seller is aware that the purchase of the Consideration Shares involves a high degree
                                         of risk and that the Seller may sustain, and has the financial ability to sustain, the
                                         loss of its entire investment in the Consideration Shares.



 






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		4.5	The
                                         Seller undertakes not to transfer the AQM Consideration Shares save for a market sale.



 


		5	Pre-Completion
                                         matters (including conditions precedent and related undertakings)



 


		5.1	The
                                         obligations of the parties for the sale and purchase of the Sale Shares under this Agreement
                                         are conditional on the outstanding intercompany loan of £1,500,000 owed by EIPRL
                                         to the Seller together with accrued interest thereon being repaid in full by way of EIPRL
                                         allotting and issuing 1,500,000 ordinary shares of £1.00 each in its share capital
                                         to the Seller, prior to Completion (“Condition”);



 


		5.2	The
                                         Buyer reserves the right to waive (to such extent as it may think fit) the Condition.



 


		5.3	Any
                                         waiver by the Buyer under Clause 5.2 is without prejudice to any other rights which the
                                         Buyer (as the case may be) may have under this Agreement.



 


		6	Completion



 


		6.1	Completion
                                         shall take place at the offices of the Seller’s Solicitors or at such other place
                                         as the parties may agree immediately after the signing and exchange of this Agreement
                                         when all (but not part only unless the parties shall so agree) of the business referred
                                         to in Schedule 3 shall be transacted.



 


		6.2	The
                                         Seller undertakes to use the Completion Payment promptly to pay for certain costs, including
                                         the rent for certain units at the Abertillery industrial estate, for a period of six
                                         months from the Completion Date in accordance with such timetable for payment as the
                                         parties agree.



 


		7	Post-Completion
                                         matters



 


		7.1	The
                                         Seller undertakes that for so long as it remains the registered holder of any of the
                                         Sale Shares after Completion it will:



 


		7.1.1	hold
                                         the Sale Shares and any dividends and other distributions of profits or surplus or other
                                         assets declared, paid or made in respect of them after Completion and all rights arising
                                         out of or in connection with them in trust for the Buyer and its successors in title;
                                         and



 






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		7.1.2	deal
                                         with and dispose of the Sale Shares and all such dividends, distributions and rights
                                         as are described in Clause 7.1.1 as the Buyer (or any such successor) may direct.



 


		7.2	From
                                         Completion until such time as the Buyer is entered in the register of members of EIPRL
                                         as the registered holder of the Sale Shares the Seller irrevocably appoints the Buyer
                                         as its lawful attorney for the purpose of:



 


		7.2.1	signifying
                                         agreement to any written resolution of EIPRL circulated in accordance with Chapter 2
                                         of Part 13 of CA 2006; and



 


		7.2.2	receiving
                                         notices of and attending and voting at all meetings of the members of EIPRL.



 


		7.3	The
                                         Seller authorises and directs:



 


		7.3.1	EIPRL
                                         to send any written resolutions and notices in respect of its holding of the Sale Shares
                                         to the Buyer; and



 


		7.3.2	the
                                         Buyer to complete the same in such manner as it thinks fit and to return proxy cards,
                                         consents to short notice and any other documents required to be signed by it in its capacity
                                         as a member of EIPRL.



 


		7.4	The
                                         Seller shall at its own cost execute or, so far as each is able, procure that any necessary
                                         third party shall execute all such documents and/or do or, so far as each is able, procure
                                         the doing of such acts and things as the Buyer shall after Completion reasonably require
                                         in order to give effect to this Agreement and any documents entered into pursuant to
                                         it.



 


		8	Warranties



 


		8.1	In
                                         consideration of the Buyer entering into this Agreement the Seller warrants to the Buyer:



 


		8.1.1	(subject
                                         to Clause 8.2) in the terms of the Warranties;



 






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		8.1.2	that
                                         each statement set out in Schedule 4 is true and accurate at the date of this Agreement;
                                         and



 


		8.1.3	that
                                         any Warranty which is qualified as being made “so far as the Seller is aware”
                                         or “to the best of the knowledge, information and belief of the Seller” has
                                         been so qualified after making reasonable enquiry of the directors of EIPRL, Mr Keith
                                         Ellis of ETL and Mr Edward Morse of Boult Wade Tennant.



 


		8.2	The
                                         Warranties are qualified by the matters fairly disclosed in the Disclosure Letter and
                                         for this purpose “fairly disclosed” means accurate and clearly understand
                                         the nature and scope of the matter and disclosed in such manner and in such detail as
                                         to enable the Buyer to make an informed assessment of the matter concerned.



 


		8.3	Each
                                         Warranty shall be construed independently and shall not be limited by reference to any
                                         other Warranty or by any other provision of this Agreement.



 


		8.4	The
                                         Warranties shall not in any respect be extinguished or affected by Completion.



 


		8.5	All
                                         claims by the Buyer for damages or compensation in respect of any Relevant Breach under
                                         this Agreement shall be subject to the provisions for the protection of the Seller in
                                         Schedule 6.



 


		8.6	None
                                         of the limitations contained in Schedule 6 or elsewhere in this Agreement shall apply
                                         to exclude or limit the liability of the Vendor in respect of any claim under the Warranties
                                         which arises or is increased or which is delayed as a result of fraud, wilful misconduct
                                         or wilful concealment by the Vendor or the Company or any their respective directors,
                                         officers, employees, agents or advisers.



 


		9	Tax
                                         Covenant



 


		9.1	The
                                         Seller covenants with the Buyer on the terms of the Tax Covenant whose provisions, together
                                         with the provisions in Schedule 5 generally, shall take effect from Completion.



 


		10	Continuing
                                         effects of this Agreement



 


		10.1	All
                                         provisions of this Agreement shall so far as they are capable of being performed or observed
                                         continue in full force and effect notwithstanding Completion except in respect of those
                                         matters then already performed and Completion shall not constitute a waiver of any of
                                         the Buyer’s rights in relation to this Agreement.



 






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		11	Announcements
                                         and confidentiality



 


		11.1	Save
                                         as (but only to the extent) expressly required by law or by any relevant regulatory,
                                         governmental or quasi-governmental authority, all announcements by, for or on behalf
                                         of any of the parties to this Agreement concerning the existence or content of this Agreement
                                         and any document in the agreed form shall be in a form approved in writing by the parties
                                         in advance of issue.



 


		11.2	Each
                                         party shall at all times after the date of this Agreement keep and procure to be kept
                                         strictly confidential all information belonging to any of the other parties received
                                         or obtained as a result of entering into or performing this Agreement and any document
                                         in the agreed form which relates to:



 


		11.2.1	the
                                         subject matter and provisions of this Agreement;



 


		11.2.2	the
                                         negotiations relating to this Agreement; and



 


		11.2.3	the
                                         business, operations, assets, liabilities or financial or other affairs (including future
                                         plans and targets ) of each of the other parties,



 


and
shall neither use nor disclose any such information except for the purposes of the proper performance of this Agreement or with
the prior written consent of the other parties. Where disclosure is made to any employee, consultant, adviser or agent, it shall
be made subject to obligations equivalent to those set out in this Agreement and each party shall use its reasonable endeavours
to procure that any such employee, consultant, adviser or agent complies with all those obligations. Each party shall be responsible
to each of the other parties in respect of any disclosure or use of any such information belonging to the other parties by a person
to whom disclosure is made. In this Clause 11.2 disclosure includes disclosure in writing or by any other means.


 


		11.3	The
                                         obligations of confidentiality in this Clause 11 shall not extend to a party in respect
                                         of any matter which that party can show:



 


		11.3.1	is
                                         in or the public domain other than as a result of a breach of the obligations of confidentiality
                                         under this Agreement;



 






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		11.3.2	was
                                         in that party’s written records prior to the date of this Agreement and not subject
                                         to any obligations of confidentiality;



 


		11.3.3	was
                                         independently disclosed to that party by a third party entitled to disclose it;



 


		11.3.4	is
                                         required to be disclosed for the purposes of stamping, by law of any relevant jurisdiction
                                         or for the purpose of any judicial or quasi-judicial proceedings;



 


		11.3.5	is
                                         required by or for the purposes of any filing or registration by a party with any regulatory,
                                         governmental or quasi-governmental authority to which any party is subject or submits
                                         and wherever situated, (including the UK Listing Authority, the Land Registry and HMRC)
                                         and whether or not the requirement for information has the force of law; or



 


		11.3.6	is
                                         disclosed on a strictly confidential, need to know basis to the employees, professional
                                         advisors, auditors, potential financiers and bankers of such party.



 


		12	Releases,
                                         waivers, etc by the Buyer



 


		12.1	No
                                         variation of this Agreement shall be effective unless it is in writing and signed by
                                         or on behalf of each party.



 


		12.2	Failure
                                         or delay by any party in exercising any right or remedy under this Agreement will not
                                         in any circumstances operate as a waiver of it, nor will any single or partial exercise
                                         of any right or remedy in any circumstances preclude any other or further exercise of
                                         it or the exercise of any other right or remedy.



 


		12.3	Any
                                         waiver of any breach of, or any default under, any of the terms of this Agreement will
                                         not be deemed a waiver of any subsequent breach or default and will in no way affect
                                         the other terms of this Agreement.



 


		13	Notices



 


		13.1	Except
                                         as otherwise provided in this Agreement, every notice (including any request, demand,
                                         instructions, communication or other document) under this Agreement shall be in writing
                                         and shall be deemed to be duly given if it is addressed to the party to whom it is intended
                                         (if intended for the Seller, addressed to David Casale, c/o Turquoise International Limited,
                                         2 Lambeth Hill, EC4V 4GG and Dr. Stephen Clarke of Aqua Metals, Inc., 101 Atlantic Avenue,
                                         Alameda, CA 94501 if intended for the Buyer) to be given at its authorised address and:



 






    16 


     


    

 


		13.1.1	delivered
                                         by hand personally to the addressee; or



 


		13.1.2	duly
                                         sent by prepaid first class post (or by airmail registered post if overseas),



 


and,
in proving the giving or service of such notice, it shall be conclusive evidence to prove that the envelope containing such notice
was addressed to the authorised address of the relevant party and delivered either to that address or into the custody of the
postal authorities as a pre-paid first class post (or airmail registered post if overseas) letter. The fact that the intended
recipient of a notice shows that he did not receive the same, whether or not that fact was known to the giver of the notice, shall
not derogate from the effectiveness in law of the service as provided by this Clause 13.


 


		13.2	For
                                         the purposes of this Clause 13, the authorised address of the Seller shall be the address
                                         of the Seller’ Solicitors, the authorised address of the Buyer shall be 1010 Atlantic
                                         Avenue, Alameda, CA 94501 and the authorised address of EIPRL and ETL shall be the address
                                         of its respective registered office for the time being.



 


		13.3	Any
                                         notice duly given within the meaning of Clause 13.1 shall be deemed to have been both
                                         given and received:



 


		13.3.1	if
                                         it is delivered in accordance with Clause 13.1.1, upon such delivery; or



 


		13.3.2	if
                                         it is duly posted in accordance with Clause 13.1.2, on the second (or, when sent by airmail,
                                         fifth) business day after the day of posting.



 


		13.4	No
                                         party shall attempt to prevent or delay the service upon it of any notice connected with
                                         this Agreement.



 


		14	Entire
                                         Agreement



 


		14.2	This
                                         Agreement (together with all documents which are required by its terms to be entered
                                         into by the parties or any of them) constitutes the entire agreement between the parties
                                         and supersedes and replaces any previous oral or written agreement between the parties
                                         relating to the subject matter of this Agreement.



 






    17 


     


    

 


		14.3	Nothing
                                         in this Clause will have the effect of limiting or restricting any liability of the parties
                                         arising as a result of any fraud.



 


		15	Severability



 


		15.1	Each
                                         provision of this Agreement is severable and distinct from the others. The parties intend
                                         that every such provision shall be and remain valid and enforceable to the fullest extent
                                         permitted by law. If any such provision is or at any time becomes to any extent invalid,
                                         illegal or unenforceable under any enactment or rule of law, it shall to that extent
                                         be deemed not to form part of this Agreement but (except to that extent in the case of
                                         that provision) it and all other provisions of this Agreement shall continue in full
                                         force and effect and their validity, legality and enforceability shall not be thereby
                                         affected or impaired, provided that the operation of this Clause 15 would not negate
                                         the commercial intent and purpose of the parties under this Agreement.



 


		15.2	If
                                         any provision of this Agreement is illegal or unenforceable as a result of any time period
                                         being stated to endure for a period in excess of that permitted by a regulatory authority,
                                         that provision shall take effect with a time period that is acceptable to the relevant
                                         regulatory authorities subject to it not negating the commercial intent of the parties
                                         under this Agreement.



 


		16	Counterparts



 


		16.1	This
                                         Agreement may be entered into in any number of counterparts, and each of the executed
                                         counterparts, when duly exchanged or delivered, shall be deemed to be an original, but,
                                         taken together, they shall constitute one instrument.



 


		17	Payment
                                         of costs



 


		17.1	Each
                                         of the parties shall be responsible for its respective legal and other costs incurred
                                         in relation to the negotiation, preparation and completion of this Agreement and all
                                         ancillary documents.



 


		18	Successors
                                         and assigns



 


		18.1	This
                                         Agreement shall be binding on and shall enure for the benefit of the successors in title
                                         and personal representatives of each party.



 






    18 


     


    

 


		19	Third
                                         Party Rights



 


		19.1	Subject
                                         to Clause 21.2, no person who is not a party to this Agreement shall have any rights
                                         under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement,
                                         provided that no right or remedy of any such third party which exists or is available
                                         otherwise than by virtue of that Act shall be adversely affected by this Agreement.



 


		20	Applicable
                                         law and submission to jurisdiction



 


		20.1	This
                                         Agreement shall be governed by and construed in accordance with English law. Each party
                                         irrevocably agrees to submit to the exclusive jurisdiction of the courts of England over
                                         any claim or matter arising under or in connection with this Agreement (including any
                                         non-contractual dispute or claim).



 


		21	Assignment



 


		21.1	Subject
                                         to Clause 21.2, neither party may assign, grant any security interest over, hold on trust
                                         or otherwise transfer the benefit of the whole or any part of this Agreement or all or
                                         any of its rights or benefits arising under or out of this Agreement without the prior
                                         written consent of each other party.



 


		21.2	The
                                         Purchaser may at any time, without the consent of the Vendor, assign, grant a security
                                         interest over, hold on trust or otherwise transfer the benefit of the whole or any part
                                         of this Agreement or all or any of its rights or benefits arising under or out of this
                                         Agreement to or for:



 


		21.2.1	any
                                         other member of the Purchaser’s Group; or



 


		21.2.2	any
                                         person providing any loan or other financial facility to the Purchaser or any other member
                                         of the Purchaser’s Group; or



 


		21.2.3	any
                                         person to whom any of the Shares are sold or transferred following Completion.



 


		22	Buyer’s
                                         Assurances



 


		22.1	The
                                         Buyer warrants to the Seller that it has the requisite power and authority to enter into
                                         and perform this Agreement and that this Agreement constitutes a valid, legal and binding
                                         obligation on the Buyer in accordance with its terms and, without prejudice to the generality
                                         of the foregoing, the Buyer further warrants that all authorisations, approvals, consents
                                         and licences required by the Buyer to permit the Buyer to enter into this Agreement and
                                         the arrangements herein contemplated have been unconditionally and irrevocably obtained
                                         and are in full force and effect.



 






    19 


     


    

 


		22.2	The
                                         Buyer warrants to the Seller that there are no circumstances within the actual knowledge
                                         of the Buyer or its officers or employees at the date of this Agreement which entitle
                                         the Buyer to make a Claim.



 


IN
WITNESS of which this Agreement has been executed as a deed and delivered on the date stated at the beginning.


 




    20 


     


    

 


Schedule
1


 


EIPRL


 


	Date
    and place of incorporation:	30
    October 2014, England and Wales
	Registered
    number:	09288783
	Registered
    office:	Second
    Floor 16 St. Cuthberts Street, Bedford, Bedfordshire, England, MK40 3JG
	Issued
    share capital:	1,448,263
    ordinary shares of £1.00 each
	Directors:	Clive
                                         Anthony Davies;

         

        Poul
        Erik Schou-Pedersen;

         

        Michael
        Greenlee;

         

        LCIF
        Representatives

         

	Secretary:	N/A
	Bankers:	HSBC
	Accounting
    reference date:	30
    June



 



    21 


     


    

 


Schedule
2


 


The
assets


 




    22 


     


    

 


Fixed
Asset – Plant & Machinery


 


	Asset
    Ref	Details
    	 	Company	Date	Cost
    Price	Dep’n
    To

 Date	Net
    Book
	A1211/05	Impression
    Tooling - Accuma Plastic - WITH SUPPLIER	S	ACC002	13/12/2011	£11,550.60	£1,925.10	£9,625.50
	0609/627	A
    Frame Gantry with electric travelling hoist - Unit A	 	ARB001	18/06/2009	£3,558.00	£2,372.00	£1,186.00
	0709/634	Scissor
    Type Lift Tongs - Unit A	 	ARB001	28/07/2009	£458.00	£297.69	£160.31
	1005/620	Benetec
    - Composite Plate saw - Unit A	 	BEN001	01/10/2005	£3,980.00	£3,980.00	£0.00
	1205/626	Benetec
    - Plate Saw - Unit A	 	BEN001	01/12/2005	£3,970.00	£3,970.00	£0.00
	1106/642	Bipel
    Press 300/400  2/3 payment - Unit B	 	BIP001	01/11/2006	£26,100.00	£26,100.00	£0.00
	0305/601	Bipel
    Press - Unit B	 	BIP001	01/03/2006	£14,334.00	£14,334.00	£0.00
	0606/623	Bipel
    Press 300/400 Press 1/3 payt - Unit B	 	BIP001	01/06/2006	£13,050.00	£13,050.00	£0.00
	0210/611	Bipel
    150T Press Upgrade - Unit B	 	BIP001	03/02/2010	£11,240.00	£5,994.64	£5,245.36
	1204/601	Bipel
    Press - Deposit - Unit B	 	BIP001	01/12/2004	£7,167.00	£7,167.00	£0.00
	1106/645	Bipel
    Press - Cartridge heated platens for r400T - Unit B	 	BIP001	01/11/2006	£6,440.00	£6,440.00	£0.00
	1106/644	Bipel
    300/400 press 10% payment - Unit B	 	BIP001	01/11/2006	£4,350.00	£4,350.00	£0.00
	0107/600	Bipel
    Press - Base Plate for 400T - Unit B	 	BIP001	01/01/2007	£3,532.20	£3,532.20	£0.00
	0309/608	Bipel
    Press - Heated Platen - Unit B	 	BIP001	01/03/2009	£3,359.72	£2,351.82	£1,007.90
	1106/643	Bipel
    Press - Delivery & siting - Unit B	 	BIP001	01/11/2006	£2,900.00	£2,900.00	£0.00
	0706/626	Bipel
    Press - 30% deposit Heated Platens - Unit B	 	BIP001	01/07/2006	£2,760.00	£2,760.00	£0.00
	1109/647	Bipel
    Press - Temperature Controller - Unit B	 	BIP001	23/09/2008	£1,337.92	£780.46	£557.46
	1106/647	Bipel
    Press - Packing block - 30% - Unit B	 	BIP001	01/11/2006	£795.00	£795.00	£0.00
	1106/646	Bipel
    Press - Base plate for 400T - 30% deposit - Unit B	 	BIP001	01/11/2006	£580.80	£580.80	£0.00
	0209/692	Bipel
    Press - Heater Cartridges - Unit B	 	BIP001	10/02/2009	£434.12	£246.04	£188.08
	1208/624	Bitrode
    - Life Cycle Tester - Battery Testing - Unit B	O	BIT001	01/12/2008	£31,150.35	£23,362.75	£7,787.60
	1208/625	Bitrode
    Formation Rectifier - LCV8-50-48 - Lincon Batteries	O	BIT001	01/12/2008	£12,754.00	£9,565.56	£3,188.44
	0408/613	Bitrode
    Cycle Life Tester - Lincon Batteries	O	BIT001	01/04/2008	£11,990.50	£10,591.62	£1,398.88
	1208/627	Bitrode
    Formation Rectifier - LCV8-50-48 - Lincon Batteries	O	BIT001	01/12/2008	£5,466.00	£4,099.50	£1,366.50
	1210/010	Bitrode
    Formation Rectifier - LCV8-50-48 - Lincon Batteries	O	BIT001	31/12/2008	£5,140.00	£2,827.07	£2,312.93
	0408/612	BOGE
    SDF 24/2 Compressor - Unit A	 	BOG001	01/04/2008	£9,545.00	£8,431.44	£1,113.56
	A0711/01	BOGE
    Compressor SDF CLF9 - Unit A	 	BOG001	27/07/2011	£6,020.00	£1,504.99	£4,515.01
	A1011/01	M502Hi
    240KHZ Linear VW Machine	 	BRA001	01/10/2011	£66,362.30	£13,272.46	£53,089.84



 






    23 


     


    

 



	Asset
    Ref	Details
    	 	Company	Date	Cost
    Price	Dep’n
    To

 Date	Net
    Book
	A0511/04	Branson
    Linear VW Machine M502Hi - Unit B - Shop Floor	 	BRA001	27/05/2011	£28,733.91	£8,141.28	£20,592.63
	A0911/07	Branson
    VWF for Battery Frame - Unit B - Shop Floor	 	BRA001	26/09/2011	£17,503.00	£3,792.32	£13,710.68
	B0812/01	Branson
    Vibration Weld Machine - Unit B - Shop Floor	 	BRA001	01/08/2012	£12,825.00	£712.42	£12,112.58
	A0911/04	VW
    Tooling For Frame LH40071/RH40072 & End Caps-Unit B	 	BRA001	22/09/2011	£12,825.00	£2,778.75	£10,046.25
	A0511/03	Branson
    VWF for Battery Frame - Unit B - Shop Floor	 	BRA001	27/05/2011	£8,787.00	£2,489.65	£6,297.35
	0805/614	Buehler
    - Grinder Polisher - Lab B	 	BUE001	01/08/2005	£5,035.00	£5,035.00	£0.00
	0809/670	Fluke
    8845A Precision Multimeter - Battery Testing - Unit B	 	CAL001	01/08/2009	£343.48	£194.60	£148.88
	A1211/06	Coater
    Laminator - Unit B	 	CAP001	30/11/2011	£11,842.00	£1,973.70	£9,868.30
	0108/601	Furnace
    Carry fwd amount - Unit A	 	CMF001	01/01/2008	£126,452.51	£126,452.51	£0.00
	0906/633	Furnace
    30% pmt - Unit A	 	CMF001	01/09/2006	£78,439.02	£78,439.02	£0.00
	0207/609	10%
    Furnace payment - Unit A	 	CMF001	01/02/2007	£50,893.87	£50,893.87	£0.00
	0806/631	Prelim
    CM Furnace Pusher details - Unit A	 	CMF001	01/08/2006	£28,985.74	£28,985.74	£0.00
	1209/661	VG/AM
    costs incurred for Furnace setup - Unit A	 	CMF001	31/12/2009	£21,729.11	£21,729.11	£0.00
	1209/659	Furnace
    - Shipping, Commissioning & Training	F	CMF001	31/12/2009	£16,524.13	£16,524.13	£0.00
	0609/666	Furnace
    labour and expenses incurred - Unit A	F	CMF001	10/06/2009	£11,672.28	£6,614.32	£5,057.96
	0709/635	Furnace
    Asset Improvement - Unit A	F	CMF001	01/07/2009	£11,672.28	£10,838.01	£834.27
	1009/640	Furnace
    Parts - Unit A	F	CMF001	01/10/2009	£10,786.72	£6,472.02	£4,314.70
	0509/624	Installation
    & Modification of Furnace - Unit A	F	CMF001	18/05/2009	£7,292.20	£4,983.02	£2,309.18
	1209/660	Furnace
    Parts - Unit A	F	CMF001	25/08/2009	£5,127.74	£2,905.70	£2,222.04
	0909/673	Furnaces
    upgrade parts - Unit A	F	CMF001	02/09/2009	£3,647.95	£2,067.18	£1,580.77
	0207/610	Furnace
    - Batt Pusher 12” - Unit A	F	CMF001	01/02/2007	£3,645.33	£3,645.33	£0.00
	0905/616	Furnace
    Upgrade - Unit A	F	CMF001	01/09/2005	£3,155.00	£3,155.00	£0.00
	0707/642	Furnace
    - Saggers (24) - Unit A	F	CMF001	01/07/2007	£2,278.80	£2,278.80	£0.00
	0607/639	Furnace
    - Saggers (47) - Unit A	F	CMF001	01/06/2007	£2,234.10	£2,234.10	£0.00
	0907/651	Furnace
    - Saggers (5) - Unit A	F	CMF001	01/09/2007	£2,193.83	£2,193.83	£0.00
	0110/602	Furnace
    - Moly Grid Element - Unit A	F	CMF001	18/01/2010	£2,185.40	£1,201.94	£983.46
	0210/607	Furnace
    - Parts - Unit A	F	CMF001	16/02/2010	£1,898.55	£1,012.54	£886.01
	1209/662	Type
    C Ass’y for Furnace - Unit A	F	CMF001	30/06/2009	£1,466.64	£831.06	£635.58
	0707/643	Furnace
    - Saggers 24 - Unit A	F	CMF001	01/07/2007	£1,111.01	£1,111.01	£0.00
	0407/622	Furnace
    - Saggers (21) - Unit A	F	CMF001	01/04/2007	£994.99	£994.99	£0.00
	1209/658	Furnace
    Part - Unit A	F	CMF001	16/12/2009	£941.02	£533.20	£407.82



 






    24 


     


    

 



	Asset
    Ref	Details
    	 	Company	Date	Cost
    Price	Dep’n
    To

 Date	Net
    Book
	1109/653	Furnace
    addition - Unit A	F	CMF001	11/06/2009	£710.33	£414.38	£295.95
	1209/664	Furnace
    - Trigger Board - Unit A	F	CMF001	09/08/2009	£577.28	£327.12	£250.16
	1209/663	Furnace
    - Fiber optic cables & Fuse indicator - Unit A	F	CMF001	18/08/2009	£568.57	£322.22	£246.35
	1009/682	Furnace
    upgrade parts - Unit A	F	CMF001	15/10/2009	£505.52	£286.50	£219.02
	A0911/08	Cool
    Technic - 1 x 4 Way Cassette System - OUTSIDE UNIT B	 	COO002	29/09/2011	£4,359.00	£944.45	£3,414.55
	A0911/10	Cool
    Technic - 2 x Wall Mounted Units - OUTSIDE UNIT B	 	COO002	29/09/2011	£4,299.00	£931.45	£3,367.55
	A0911/09	Cool
    Technic - 1 x Split System (Air con ) - OUTSIDE UNIT B	 	COO002	29/09/2011	£1,699.00	£368.12	£1,330.88
	0207/612	Nilfisk
    Floor Cleaner - Shop Floor	 	CRF001	01/02/2007	£1,280.00	£1,280.00	£0.00
	0905/619	Digatron
    - IBT 50-72-8 ME - Battery Testing	 	DIG001	01/09/2005	£41,123.10	£41,123.10	£0.00
	1006/213	Digatron
    UBT 50-18-11(20) - Battery Tester	 	DIG001	01/10/2006	£36,778.60	£36,778.60	£0.00
	0507/630	Digatron
    - LEG 50-18 ME with CAN LC - Battery Testing	 	DIG001	01/05/2007	£22,735.62	£22,735.62	£0.00
	B0512/03	Digatron
    - Commissioning of Equipment	 	DIG001	01/05/2012	£3,702.26	£514.15	£3,188.11
	B0312/04	Digatron
    Digital Firing Circuits - Battery Testing - Unit B	 	DIG003	01/03/2012	£40,418.82	£4,715.55	£35,703.27
	1010/628	Digatron
    Firing Circuits - UBT-10-12 (18)-24 ME - Lincon	 	DIG003	01/10/2010	£37,586.66	£14,408.17	£23,178.49
	A1211/04	Digatron
    Digital Firing Circuits - Battery Testing - Unit B	 	DIG003	01/12/2011	£23,851.89	£5,962.41	£17,889.48
	A0211/08	Digatron
    Commissiong for Equipment - Battery Testing	 	DIG003	02/02/2011	£2,208.77	£699.42	£1,509.35
	A0211/07	Digatron
    Additional Field Engineer for Circuits - Batt Test	 	DIG003	02/02/2011	£756.65	£239.60	£517.05
	B0512/04	One
    Day Engineer for Commissioning Cost	 	DIG003	01/05/2012	£719.32	£99.90	£619.42
	0609/626	Hydrogen
    Detection System - Installation - Unit A	F	DRA002	10/06/2009	£4,260.00	£2,840.00	£1,420.00
	0309/612	Hydrogen
    Detetion System - Unit A	F	DRA002	01/05/2009	£3,010.00	£2,107.02	£902.98
	0407/619	Furnace
    - SWA Cable - Unit A	F	EFS001	01/04/2007	£2,568.00	£2,568.00	£0.00
	A0611/07	7060VF-1786
    VW Fixture Prototype VWF - Unit B	F	EME001	01/06/2011	£2,240.00	£597.32	£1,642.68
	0309/613	Fisher
    Saggers - Furnace - Unit A	F	FIS002	01/03/2009	£3,444.25	£2,410.95	£1,033.30
	1009/644	Twin
    Cavity Compression Mould - On Large Bipel Press	 	FSG001	30/10/2009	£12,966.00	£7,779.60	£5,186.40
	0407/627	Installation
    of furnace - Unit A	F	GEM001	01/04/2007	£7,158.77	£7,158.77	£0.00
	0407/628	1st
    Phase installation of furnace - Unit A	F	GEM001	01/04/2007	£2,885.89	£2,885.89	£0.00
	1109/655	Hoiki
    3554 Battery HiTESTER - Battery Testing	 	GMC001	27/02/2009	£1,399.00	£816.12	£582.88
	0608/615	Soben
    Microscope - Lab B	 	GOI001	01/06/2008	£486.45	£413.50	£72.95
	0310/614	DT505
    Universal Data Logger - Battery Testing	 	GRA003	01/03/2010	£1,881.00	£971.85	£909.15
	0710/619	Guyson
    - Phasebead Blasting Cabinet - Unit A	 	GUY001	07/07/2010	£5,860.74	£2,637.34	£3,223.40
	1009/641	Rotary
    Furnace & Set Up - Unit A	 	HAR002	08/10/2009	£15,034.45	£9,020.67	£6,013.78



 






    25 


     


    

 



	Asset
    Ref	Details
    	 	Company	Date	Cost
    Price	Dep’n
    To

 Date	Net
    Book
	0809/636	Rotary
    Set Up and Lab Test Days - SERVICES	 	HAR002	12/08/2009	£10,824.97	£7,406.45	£3,418.52
	B0412/04	Conveyor
    - Medium Wave Infra Red Heater Panel - Unit B	 	HIR001	16/04/2012	£3,595.00	£599.10	£2,995.90
	0709/632	Induction
    welding equipment - Unit B	 	IND002	22/07/2009	£15,750.00	£10,237.50	£5,512.50
	0509/622	Air
    Cooled Chiller - Unit B	 	IND003	30/04/2009	£8,188.00	£5,595.15	£2,592.85
	0309/609	Acid
    Filler	 	KAL001	01/03/2009	£29,559.92	£20,691.96	£8,867.96
	0809/637	Acid
    Filler	 	KAL001	01/08/2009	£9,017.17	£5,710.87	£3,306.30
	A0411/01	Mould
    Tooling for 2V Cell Box/Lid/Wedge Spacer - WITH SUPPLIER	S	KPT001	08/04/2011	£8,360.00	£2,507.98	£5,852.02
	A0611/03	Mould
    Tooling for 2V Cell Box/Lid Wedge Spacer - WITH SUPPLIER	S	KPT001	09/06/2011	£6,270.00	£1,672.00	£4,598.00
	A0511/02	Knights
    Mould Tooling for 2v Cell Box & Lid - WITH SUPPLIER	S	KPT001	25/05/2011	£6,270.00	£1,776.50	£4,493.50
	0610/617	LR10KPLUS
    MT Machine - Lab B	 	LLO001	28/06/2010	£11,831.00	£5,521.12	£6,309.88
	0808/617	LF
    Plus Universal Test Machine - Lab A	 	LLO001	01/08/2008	£8,321.50	£6,795.90	£1,525.60
	0407/626	Mahr
    LP Powder mix & dispenser - Unit A	 	MAH002	01/04/2007	£68,325.26	£68,325.26	£0.00
	0207/611	MAHR
    - Powder mi & dispenser - Unit A	 	MAH002	01/02/2007	£32,927.23	£32,927.23	£0.00
	0309/607	Malvern
    PSD Machine - Hydro 2000G - Powder QC	 	MAL001	01/03/2009	£29,150.00	£20,404.98	£8,745.02
	0606/620	Winkworth
    MZ28 Mixer - Pasting Lab - Unit B	 	MIX001	01/06/2006	£11,500.00	£11,500.00	£0.00
	B0412/02	New
    Conveyor & Belt - Unit B	 	MJE001	01/04/2012	£6,418.00	£1,069.56	£5,348.44
	1107/668	Circulaire
    Fume Cupboard - Pasting Lab - Unit B	 	MSC001	01/11/2007	£7,340.00	£7,095.31	£244.69
	0406/200	National
    Instruments - NI PXI-1042  (Pax Hardware) - Unit B	 	NAT001	01/04/2006	£11,370.12	£11,370.12	£0.00
	A1111/06	MV300/2Q/C3
    Galileo Video Measuring System - Lab A	 	OPT001	11/11/2011	£16,080.00	£2,948.00	£13,132.00
	B0212/07	Pro-Ox
    Curing Chamber - Pasting Lab - Unit B	 	POM001	01/02/2012	£29,985.01	£3,998.00	£25,987.01
	0605/609	Connection
    to Furnace - Unit A	 	POW001	01/06/2005	£583.28	£583.28	£0.00
	0409/617	MK2
    End Plate Mould - WITH SUPPLIER	S	PPI001	01/04/2009	£12,850.00	£8,995.02	£3,854.98
	0409/620	Gen
    4 MK2 Battery Mould Frame - WITH SUPPLIER	S	PPI001	01/04/2009	£9,750.00	£6,825.00	£2,925.00
	0609/631	Gen4
    MK2 Battery Mould End Plate 2&3/3 - WITH SUPPLIER	S	PPI001	01/07/2009	£8,566.66	£5,568.33	£2,998.33
	0609/630	2nd
    & 3rd payment for Mould frame Gen4 - WITH SUPPLIER	S	PPI001	25/06/2009	£6,500.00	£4,333.32	£2,166.68
	0409/618	End
    Cap Mould - WITH SUPPLER	S	PPI001	01/04/2009	£5,466.67	£3,826.65	£1,640.02
	0209/603	End
    Plate Tool (Gen4) - WITH SUPPLIER	S	PPI001	01/02/2009	£4,283.33	£3,069.74	£1,213.59
	0409/615	Gen
    4 suite of tooling - WITH SUPPLIER	S	PPI001	01/04/2009	£4,140.00	£2,898.00	£1,242.00
	0209/601	Frame
    Tool (Gen4) - WITH SUPPLIER	S	PPI001	01/02/2009	£3,250.00	£2,329.19	£920.81



 






    26 


     


    

 



	Asset
    Ref	Details
    	 	Company	Date	Cost
    Price	Dep’n
    To

 Date	Net
    Book
	0209/602	End
    Cap Tool (Gen4) - WITH SUPPLIER	S	PPI001	01/02/2009	£2,733.33	£1,958.93	£774.40
	A0611/05	Refurb
    Mitutoyo  Euro M574 Manual - Lab A	 	QCT001	21/06/2011	£4,997.50	£1,332.66	£3,664.84
	A0611/06	Mitutoyo
    Euro M574 Manual CMM - Lab A	 	QCT001	30/06/2011	£4,997.00	£1,332.52	£3,664.48
	0409/614	Rigaku
    Miniflex 11X-Ray diffraction System - Powder QC	 	RIG001	01/04/2009	£58,400.00	£40,879.98	£17,520.02
	A0911/11	Automated
    Paste Aplicator 40% Deposit (Full Cost £ 36,600)	 	ROL001	02/09/2011	£12,200.00	£2,643.33	£9,556.67
	 	(£24,400
    posted as an expense) - Pasting Lab	 	ROL001	 	 	 	 
	A1211/12	Rospen
    - Loss In Weight Metering Twin Screw Feeder - Pasting Lab	 	ROS002	06/12/2011	£5,710.50	£1,586.10	£4,124.40
	A0111/04	Firing
    Circuits Airfrieght - Battery testing - Unit B	 	SCH002	31/01/2011	£2,329.94	£815.46	£1,514.48
	0510/002	Safety
    Shower & Eye Bath - Unit B - Shop Floor	 	SES001	21/05/2010	£6,106.00	£2,951.25	£3,154.75
	0307/617	Carbolite
    - Genlab oven - Unit A	 	SEV001	01/03/2007	£1,290.00	£1,290.00	£0.00
	0706/627	Carbolite
    - Genlab oven - Unit B	 	SEV001	01/07/2006	£1,290.00	£1,290.00	£0.00
	0706/624	Chiller
    Unit - Unit A	 	TRI002	01/07/2006	£5,995.00	£5,995.00	£0.00
	0509/623	Induction
    Welding Generator - Unit B	 	TRU001	06/05/2009	£11,800.00	£8,063.35	£3,736.65
	0410/614	Battery
    Research & Development Equipment - DISMANTLED	 	UGC001	06/05/2010	£40,000.00	£20,000.02	£19,999.98
	A1211/15	Casket
    2 Cavity Tooling 70% Charge - WITH SUPPLIER	S	UPG001	01/12/2011	£14,662.51	£6,109.40	£8,553.11
	A0911/02	U1
    LH&RH End Plates 1+1 Tooling - WITH SUPPLIER	S	UPG001	22/09/2011	£14,560.00	£3,154.67	£11,405.33
	A0911/01	Injection
    Mould Tooling For U1 Battery - WITH SUPPLIER	S	UPG001	19/09/2011	£11,960.00	£2,591.33	£9,368.67
	B0412/09	LH&RH
    U1 Frame Tools Inv 82613 - WITH SUPPLIER	S	UPG001	11/04/2012	£10,920.00	£1,819.80	£9,100.20
	A1111/01	U1
    LH & RH End Plate 1&1 Tooling - WITH SUPPLIER	S	UPG001	07/11/2011	£10,920.00	£2,002.00	£8,918.00
	B0912/02	Injection
    Mould Tooling Valve - WITH SUPPLIER	S	UPG001	30/09/2012	£9,000.00	£0.00	£9,000.00
	A1111/02	1&1
    LH & RH U1 Frame Tools - WITH SUPPLIER	S	UPG001	07/11/2011	£8,970.00	£1,644.50	£7,325.50
	A1211/16	Aux
    Baffle 1 Cavity Tooling - WITH SUPPLIER	S	UPG001	01/12/2011	£8,096.24	£3,373.40	£4,722.84
	B0412/05	Gaskey
    2 Cavity Tooling Inv 82614 - WITH SUPPLIER	S	UPG001	11/04/2012	£6,900.00	£1,149.90	£5,750.10
	A1211/18	Vent
    Cap Cover 2 Cavity Tooling - WITH SUPPLIER	S	UPG001	01/12/2011	£6,693.75	£2,789.10	£3,904.65
	A1211/17	Termination
    Housing 2 Cavity Tooling - WITH SUPPLIER	S	UPG001	01/12/2011	£5,137.49	£2,140.60	£2,996.89
	B0412/06	Aux
    Baffle 1 Cavity Tooling Inv 82615 - WITH SUPPLIER	S	UPG001	11/04/2012	£3,810.00	£634.92	£3,175.08
	B0412/08	Vent
    Cap Cover 2 Cavity Tooling inv 82617 - WITH SUPPLIER	S	UPG001	11/04/2012	£3,150.00	£524.94	£2,625.06
	B0412/07	Termination
    Housing 2 Cavity Tooling Inv 82616 - WITH SUPPLIER	S	UPG001	11/04/2012	£2,460.00	£409.98	£2,050.02
	A1111/08	USON
    - Single Channel Diff Pressure Decay tester - Unit B	 	USON001	21/11/2011	£7,687.36	£1,409.32	£6,278.04



 






    27 


     


    

 



	Asset
    Ref	Details
    	 	Company	Date	Cost
    Price	Dep’n
    To

 Date	Net
    Book
	1010/623	USON
    - Qualitek MR Single Channel Diff Pressure - Unit B	 	USON001	31/10/2010	£5,820.46	£2,328.18	£3,492.28
	0810/622	Workpoint
    - Airbench,Integ speed control & filters - Unit B	 	WOR002	27/08/2010	£7,003.40	£3,034.80	£3,968.60
	0609/629	(Yuasa)
    - Microform - Firing circuits rectifier set - Unit A	 	YUA001	25/06/2009	£20,000.00	£13,333.32	£6,666.68
	0702/606	Parstat
    2263 - Potentiostat/Galvanostat - Lab B	 	 	01/07/2002	£14,756.00	£14,756.00	£0.00
	1201/603	Microscope
    & Nikon coolpix digital camera - Lab B	 	 	01/12/2001	£3,676.96	£3,676.96	£0.00
	0909/672	timber
    prototype tooling vacuum	 	4TE001	14/09/2009	£580.00	£328.70	£251.30
	1009/639	Timber
    Prototype Vacum	 	4TE001	14/09/2009	£580.00	£348.00	£232.00
	1109/649	Supply
    & Install Airline run from furnace	 	ADM001	30/08/2008	£485.00	£282.88	£202.12
	1109/645	Pump
    Unit	 	AFS001	10/11/2009	£565.00	£329.62	£235.38
	0306/611	Helium
    Test Chamber	 	ALC001	01/03/2006	£679.00	£679.00	£0.00
	0408/605	Rotating
    disk electrode	 	AME001	01/04/2008	£2,995.00	£2,645.60	£349.40
	0110/603	Portable
    Density Meter & Case	 	ANT001	19/01/2010	£1,644.00	£904.20	£739.80
	0109/691	Oven
    certification	 	A-T001	01/01/2009	£623.76	£353.50	£270.26
	0709/674	To
    change oven dial temperature control	 	A-T001	01/07/2009	£487.50	£276.30	£211.20
	0305/604	Comp
    415v serial no 51114	 	BAR001	01/03/2005	£662.20	£662.20	£0.00
	1010/625	Hepa
    Comb Filter	 	BAS001	26/10/2010	£183.60	£73.44	£110.16
	0298/601	Mettler
    Toledo P.E.E	 	BAT001	01/02/1998	£3,774.40	£3,774.40	£0.00
	0298/603	Batchit	 	BAT001	01/02/1998	£1,995.00	£1,995.00	£0.00
	0298/602	Sleeve
    Shaker	 	BAT001	01/02/1998	£1,271.19	£1,271.19	£0.00
	0905/618	Astecaire
    500-S Fume Cupboard	 	BAT001	01/09/2005	£1,020.00	£1,020.00	£0.00
	0298/604	Morganile	 	BAT001	01/02/1998	£615.00	£615.00	£0.00
	0305/602	Work
    Platens	 	BDC001	01/03/2005	£4,095.00	£4,095.00	£0.00
	1204/602	Deposit
    BDC eng	 	BDC001	01/12/2004	£1,365.00	£1,365.00	£0.00
	A0911/05	MCP
    CDF Process Ceramic Piston Drive	 	BEN003	14/09/2011	£3,880.95	£840.87	£3,040.08
	B0312/03	Termination
    Strap 40078	 	BIR001	27/03/2012	£1,850.00	£215.81	£1,634.19
	1006/635	Chemical
    Storage Bins	 	BIS001	01/10/2006	£1,727.50	£1,727.50	£0.00
	0198/600	Oven	 	BIS001	01/01/1998	£760.00	£760.00	£0.00
	1006/637	Workbenches
    Steel Tops	 	BIS001	01/10/2006	£500.00	£500.00	£0.00
	0209/605	Steel
    Work Platform	 	BIS001	01/02/2009	£329.00	£235.76	£93.24
	0607/640	Steel
    work platform	 	BIS001	01/06/2007	£292.85	£292.85	£0.00
	0107/601	Steel
    Bench	 	BIS001	01/01/2007	£120.00	£120.00	£0.00



 






    28 


     


    

 



	Asset
    Ref	Details
    	 	Company	Date	Cost
    Price	Dep’n
    To

 Date	Net
    Book
	0408/608	Particle
    Board Shelving	 	BIS001	01/04/2008	£109.69	£96.91	£12.78
	0307/615	Single
    Compartment Locker	 	BIS001	01/03/2007	£98.00	£98.00	£0.00
	0209/604	Twin
    Cavity Compression Mould (Gen4)	 	BIT001	01/02/2009	£5,834.70	£4,181.62	£1,653.08
	0809/671	Gate
    control Board	 	BIT001	11/08/2009	£292.22	£165.58	£126.64
	0707/646	Install
    Metals Area - Hydrogen	 	BOC001	01/07/2007	£2,569.00	£2,569.00	£0.00
	1109/646	Motor
    Controller	 	BUE001	12/11/2009	£537.60	£313.60	£224.00
	0406/612	Microscope
    Eyepiece	 	BUE001	01/04/2006	£375.20	£375.20	£0.00
	B0612/01	Impression
    Tool for Producing	 	BUR001	25/06/2012	£9,800.00	£1,088.80	£8,711.20
	0909/678	Glue
    Jig	 	CAM001	03/09/2009	£202.50	£114.80	£87.70
	A1211/00	Cutter
    Assembly & Lower Conveyor	 	CAP001	19/12/2011	£4,914.00	£819.00	£4,095.00
	1106/639	Compression
    Jig capex 27	 	CAP001	01/11/2006	£2,346.00	£2,346.00	£0.00
	1109/651	Pasting
    Plates	 	CAP001	23/07/2009	£2,194.00	£1,279.87	£914.13
	A0911/06	Mix
    Feeder - Driven	 	CAP001	13/09/2011	£2,039.00	£441.78	£1,597.22
	1007/658	Compression
    Jig	 	CAP001	01/10/2007	£1,987.00	£1,953.94	£33.06
	1007/660	Compression
    Tool	 	CAP001	01/10/2007	£1,987.00	£1,953.94	£33.06
	0107/606	Vent
    & Plugs - Press	 	CAP001	01/01/2007	£1,982.80	£1,982.80	£0.00
	0409/621	Compression
    moulds	 	CAP001	01/04/2009	£1,848.00	£1,293.60	£554.40
	1007/659	Large
    & Small Compression Jig	 	CAP001	01/10/2007	£1,701.60	£1,673.24	£28.36
	1007/663	Large
    & Small pasting Jig	 	CAP001	01/10/2007	£1,681.60	£1,653.63	£27.97
	A0111/02	Hinged
    Low Pressure Tester	 	CAP001	18/01/2011	£1,649.00	£577.12	£1,071.88
	B0512/02	USON
    Tester & MODS	 	CAP001	31/05/2012	£1,475.00	£204.85	£1,270.15
	0508/614	Small
    Frames	 	CAP001	01/05/2008	£1,216.90	£1,054.66	£162.24
	1009/642	Compression
    Jig Clamp	 	CAP001	30/10/2009	£1,166.00	£699.60	£466.40
	1209/675	Pasting
    Frame Improvement	 	CAP001	14/12/2009	£1,037.00	£587.60	£449.40
	A0311/01	Porosity
    Test Chamber Gauge & Test Plate	 	CAP001	14/03/2011	£924.00	£292.60	£631.40
	0407/623	Pair
    HN Jigs	 	CAP001	01/04/2007	£864.00	£864.00	£0.00
	1207/670	Lasrge
    Pasting jig	 	CAP001	01/12/2007	£860.00	£816.98	£43.02
	1207/672	Large
    Pasting jib	 	CAP001	01/12/2007	£860.00	£816.98	£43.02
	1007/664	Large
    & Small pasting jigs	 	CAP001	01/10/2007	£840.80	£826.77	£14.03
	1007/662	Pasting
    Frames Small	 	CAP001	01/10/2007	£820.80	£807.12	£13.68
	0507/631	4HN
    Hinged Jig	 	CAP001	01/05/2007	£741.00	£741.00	£0.00



 






    29 


     


    

 



	Asset
    Ref	Details
    	 	Company	Date	Cost
    Price	Dep’n
    To

 Date	Net
    Book
	1109/652	Gen4
    Glue Jig	 	CAP001	07/09/2009	£679.00	£396.12	£282.88
	0909/677	Glue
    Jig	 	CAP001	20/01/2010	£654.00	£370.60	£283.40
	0206/607	Plate
    Mould	 	CAP001	01/02/2006	£561.00	£561.00	£0.00
	1207/671	Bench
    Frames	 	CAP001	01/12/2007	£499.00	£474.11	£24.89
	0109/600	2
    Caviity Mould	 	CAP001	01/01/2009	£498.00	£365.20	£132.80
	0107/605	4HN
    Pasting Template	 	CAP001	01/01/2007	£456.00	£456.00	£0.00
	0507/632	SR
    Drying Racks	 	CAP001	01/05/2007	£402.00	£402.00	£0.00
	0506/618	Racking
    for plates	 	CAP001	01/05/2006	£361.00	£361.00	£0.00
	0706/625	Drying
    rack	 	CAP001	01/07/2006	£361.00	£361.00	£0.00
	0506/615	Battery
    Clamping Jig	 	CAP001	01/05/2006	£351.20	£351.20	£0.00
	0210/610	Pasting
    Frames 1.20mm & 1.50 mm	 	CAP001	24/02/2010	£300.00	£160.00	£140.00
	0110/607	2.925mm
    Pasting Jig	 	CAP001	11/01/2010	£295.00	£162.28	£132.72
	1009/681	Commpression
    Jig Clamp	 	CAP001	06/10/2009	£248.00	£140.50	£107.50
	0408/604	Acid
    Tank for cells	 	CAP001	01/04/2008	£226.00	£199.65	£26.35
	0307/613	PTFE
    Vibrating Blade	 	CAP001	01/03/2007	£225.00	£225.00	£0.00
	0107/607	Mods
    tp pasting jig	 	CAP001	01/01/2007	£192.00	£192.00	£0.00
	0110/606	Z
    Blade Lid	 	CAP001	12/01/2010	£187.00	£102.88	£84.12
	0110/609	Paster  Applicator	 	CAP001	29/01/2010	£110.00	£60.47	£49.53
	A0911/03	Hobart
    HSM10-B1S 10L Bench Planetary Mixer	 	CAT001	26/09/2011	£1,846.00	£399.97	£1,446.03
	0807/650	Small
    seperator	 	CAU001	01/08/2007	£1,541.00	£1,541.00	£0.00
	0407/624	Injection
    moulding Large separator frame	 	CAU001	01/04/2007	£1,150.00	£1,150.00	£0.00
	0407/625	Injection
    moulding small seperator	 	CAU001	01/04/2007	£1,001.00	£1,001.00	£0.00
	0807/649	Large
    end Plates	 	CAU001	01/08/2007	£583.00	£583.00	£0.00
	0709/667	Call
    out replace chute & handle	 	CDS001	01/07/2009	£551.30	£312.42	£238.88
	1209/690	Square
    Compactor bags	 	CDS001	08/12/2009	£420.00	£238.00	£182.00
	B0412/03	TAE
    Evo 121 - Lincon Batteries	 	CEN001	27/04/2012	£1,521.00	£253.50	£1,267.50
	0907/657	Profile
    cut outs	 	CON001	01/09/2007	£2,712.00	£2,712.00	£0.00
	0809/638	Gen
    4 Collector Short & long	 	CON001	01/08/2009	£1,356.00	£858.80	£497.20
	0507/634	Profile
    Cut Outs	 	CON001	01/05/2007	£678.00	£678.00	£0.00
	0707/645	Profile
    Cut Outs	 	CON001	01/07/2007	£678.00	£678.00	£0.00
	0307/614	Booster
    set/pump unit pressure vessels	 	CON002	01/03/2007	£4,884.00	£4,884.00	£0.00



 






    30 


     


    

 



	Asset
    Ref	Details
    	 	Company	Date	Cost
    Price	Dep’n
    To

 Date	Net
    Book
	0110/604	Air
    operated grease pump	 	COU001	21/01/2010	£349.95	£272.45	£77.50
	0210/608	Digital
    Micrometer plus veniers	 	COU001	15/02/2010	£201.85	£107.62	£94.23
	0709/669	IBS
    Sum pallet	 	DAR001	22/07/2009	£565.20	£320.28	£244.92
	0109/696	Dpq
    Comm Cable	 	DAT001	14/01/2009	£230.00	£130.30	£99.70
	0908/618	Humidity
    Test Chamber	 	DES001	01/09/2008	£6,500.70	£5,200.59	£1,300.11
	1209/698	Service
    on 2 environmental chambers	 	DES001	31/12/2009	£429.25	£243.20	£186.05
	A1211/13	Takeover
    Emergency Lighting & Installation	 	DFS001	25/10/2011	£1,300.20	£361.10	£939.10
	1107/667	 	 	DPU001	01/11/2007	£212.00	£204.91	£7.09
	1109/650	Gen4
    Drying racks	 	ELE004	29/05/2009	£888.60	£518.35	£370.25
	0709/676	Top
    Hat dor drum & motor	 	ELE004	21/07/2009	£295.00	£167.20	£127.80
	A1211/09	NPU
    510m3 240 Hose	 	ENV002	07/12/2011	£782.30	£217.30	£565.00
	1009/683	Fisherbrand
    plate sirrer package	 	FIS001	16/10/2009	£333.00	£188.70	£144.30
	0409/619	TC
    Mould Tool	 	FSG001	01/04/2009	£7,177.30	£5,024.10	£2,153.20
	A1211/03	FSG
    Lower Outer Insert & Twin Cavity Compression	 	FSG001	08/11/2011	£2,852.00	£792.10	£2,059.90
	0609/628	Manufacture
    & Supply spare lower onsert frame	 	FSG001	23/06/2009	£2,392.00	£1,594.68	£797.32
	B0212/04	FSG3867
    DET 05 Lower Outer Insert	 	FSG001	27/02/2012	£2,392.00	£797.36	£1,594.64
	B0212/05	Modify
    FSG3867  DET03 Upper Inserts	 	FSG001	24/02/2012	£710.00	£236.64	£473.36
	B0212/06	Modify
    FSG3867 Tool	 	FSG001	24/02/2012	£520.00	£173.36	£346.64
	0609/695	Regrind
    damaged carbide inserts	 	FSG001	02/06/2009	£472.00	£267.50	£204.50
	1206/655	Incubator	 	GEN002	01/12/2006	£500.00	£500.00	£0.00
	1206/654	Incubator
    Shelves	 	GEN002	01/12/2006	£100.00	£100.00	£0.00
	0805/611	Mould
    Gripper Tool	 	GKP001	01/08/2005	£6,000.00	£6,000.00	£0.00
	1005/621	Gripper
    Tool Mould 66.6% deposit	 	GKP001	01/10/2005	£6,000.00	£6,000.00	£0.00
	1105/623	Gripper
    tool last 1/3	 	GKP001	01/11/2005	£6,000.00	£6,000.00	£0.00
	1205/624	Tooling
    Plate Modifications	 	GKP001	01/12/2005	£1,400.00	£1,400.00	£0.00
	0507/633	Racks
    for plates	 	GKP001	01/05/2007	£1,360.00	£1,360.00	£0.00
	0907/652	Plate
    Racks	 	GKP001	01/09/2007	£1,100.00	£1,100.00	£0.00
	1107/666	Plate
    racks	 	GKP001	01/11/2007	£824.50	£797.01	£27.49
	0107/603	Plate
    Racks	 	GKP001	01/01/2007	£800.00	£800.00	£0.00
	0907/653	Plate
    Racks	 	GKP001	01/09/2007	£800.00	£800.00	£0.00
	0106/601	Plates
    for drying racks	 	GKP001	01/01/2006	£650.00	£650.00	£0.00



 






    31 


     


    

 



	Asset
    Ref	Details
    	 	Company	Date	Cost
    Price	Dep’n
    To

 Date	Net
    Book
	1205/625	Clamp
    Plate Assembly	 	GKP001	01/12/2005	£530.00	£530.00	£0.00
	1205/627	Perspex
    Plates/Straps	 	GKP001	01/12/2005	£476.00	£476.00	£0.00
	0106/600	Plates
    for Bipel Press	 	GKP001	01/01/2006	£225.00	£225.00	£0.00
	B0812/02	Portable
    Data Logger Hioki	 	GMC001	13/08/2012	£2,511.00	£139.48	£2,371.52
	0810/620	Hioki
    LR8402-20, memory card & adaptor	 	GMC001	10/08/2010	£2,454.30	£1,063.54	£1,390.76
	0610/615	Hoiki
    LR8400-20 Memory HilOGGER	 	GMC001	29/06/2010	£2,229.30	£1,040.36	£1,188.94
	B0712/02	Hioki
    3554 Battery HiTester With Temp Probe	 	GMC001	13/07/2012	£1,423.20	£118.59	£1,304.61
	1009/643	Universal
    Data Logger	 	GRA003	29/10/2009	£2,090.00	£1,254.00	£836.00
	1209/657	Universal
    Data logger	 	GRA003	07/12/2009	£1,463.00	£829.00	£634.00
	0206/604	2
    Cavity Tool	 	GRO001	01/02/2006	£6,989.00	£6,989.00	£0.00
	1106/640	Single
    Cavity Ridge Tool	 	GRO001	01/11/2006	£5,993.00	£5,993.00	£0.00
	1206/653	Set
    of risers	 	GRO001	01/12/2006	£5,863.00	£5,863.00	£0.00
	0906/632	3
    Cavity Mould tool	 	GRO001	01/09/2006	£4,376.00	£4,376.00	£0.00
	1206/651	3
    Cavity mould tool	 	GRO001	01/12/2006	£4,376.00	£4,376.00	£0.00
	1206/652	3
    Cavity Mould tool	 	GRO001	01/12/2006	£4,376.00	£4,376.00	£0.00
	0806/629	Single
    Cavity Mould Tool	 	GRO001	01/08/2006	£2,074.00	£2,074.00	£0.00
	0706/628	Mods
    to 4HN tool	 	GRO001	01/07/2006	£1,989.67	£1,989.67	£0.00
	0206/603	Vacuum
    fixture	 	GRO001	01/02/2006	£1,937.00	£1,937.00	£0.00
	0907/654	Double
    Cavity 4HN Tool	 	GRO001	01/09/2007	£1,863.00	£1,863.00	£0.00
	1106/641	Mods
    to development tool	 	GRO001	01/11/2006	£1,680.00	£1,680.00	£0.00
	1006/638	Inspection
    fixture no.2	 	GRO001	01/10/2006	£1,643.00	£1,643.00	£0.00
	1006/636	Inspection
    Fixture No.1	 	GRO001	01/10/2006	£1,412.00	£1,412.00	£0.00
	0307/618	2
    Cavity 4hn Mould mods	 	GRO001	01/03/2007	£1,375.00	£1,375.00	£0.00
	0206/610	Vacuum
    Fixture	 	GRO001	01/02/2006	£1,265.00	£1,265.00	£0.00
	0206/602	Leads
    Handling Jig	 	GRO001	01/02/2006	£865.00	£865.00	£0.00
	0408/610	Project
    Blk Vacum Test	 	GRO001	01/04/2008	£643.00	£568.00	£75.00
	0408/611	Single
    Ridge Test Tank	 	GRO001	01/04/2008	£643.00	£568.00	£75.00
	0907/656	Top
    & Bottom sub plate (Bipel Press)	 	GRO001	01/09/2007	£560.00	£560.00	£0.00
	0907/655	Mixer
    Machine Stand	 	GRO001	01/05/2007	£497.60	£497.60	£0.00
	0206/609	Single
    Cavity Mould Tool	 	GRO001	01/02/2006	£487.00	£487.00	£0.00
	0408/606	Base
    Mounted Fixture (Robot Pick up Station)	 	GRO001	01/04/2008	£478.00	£422.25	£55.75



 






    32 


     


    

 



	Asset
    Ref	Details
    	 	Company	Date	Cost
    Price	Dep’n
    To

 Date	Net
    Book
	1206/648	Top
    Tool Mounting plate	 	GRO001	01/12/2006	£384.00	£384.00	£0.00
	1206/649	Bottom
    tool Mounting plate	 	GRO001	01/12/2006	£384.00	£384.00	£0.00
	0408/609	Frame
    for spreading trials	 	GRO001	01/04/2008	£296.00	£261.49	£34.51
	1005/622	Stand
    for lead rolls	 	GRO001	01/10/2005	£293.00	£293.00	£0.00
	0206/606	Bottom
    Die Insert	 	GRO001	01/02/2006	£263.00	£263.00	£0.00
	1208/626	Manufacture
    Inserts	 	HAR001	01/12/2008	£3,250.00	£2,437.56	£812.44
	0908/619	Inserts
    for Two Cavity Single Ridge Tool	 	HAR001	01/09/2008	£2,000.00	£1,600.02	£399.98
	1007/665	Single
    ridge tool modifications	 	HAR001	03/04/2009	£800.00	£786.65	£13.35
	A1111/09	Gold
    Swift Fix Gold Kit & Baseplate Kit	 	HEX001	01/11/2011	£2,095.00	£640.09	£1,454.91
	B0712/01	24kW
    Power Controller for Infra Red Heater	 	HIR001	01/07/2012	£2,770.00	£230.82	£2,539.18
	0309/610	Smogmobile	 	HOR001	01/03/2009	£2,426.00	£1,698.18	£727.82
	0909/679	External
    tray connector block	 	HOW001	21/09/2009	£654.00	£370.60	£283.40
	0709/668	Lead
    roller transfer Jig	 	HOW001	01/07/2009	£494.00	£279.90	£214.10
	1009/684	Aluminium
    Jig with glass insert	 	HOW001	21/10/2009	£410.00	£232.30	£177.70
	0509/693	Modify
    Copper Blocks	 	HOW001	15/05/2009	£320.00	£181.30	£138.70
	0110/611	Preform
    Jig Modification	 	HOW001	28/01/2010	£123.00	£67.65	£55.35
	0408/607	Completion
    2 cavity Intergration	 	IND001	01/04/2008	£1,464.00	£1,293.20	£170.80
	A1211/07	Modifications
    to 1W	 	IND002	30/09/2011	£5,995.00	£999.20	£4,995.80
	0707/644	Air
    Conditioning Wiring & Unit	 	KEL001	01/07/2007	£896.00	£896.00	£0.00
	0906/634	IK-g
    Controller	 	KEY001	01/09/2006	£5,620.00	£5,620.00	£0.00
	0210/612	Diaphragm
    Vacuum Pump	 	KNF001	03/02/2010	£691.80	£368.96	£322.84
	1209/665	Vacuum
    pump	 	KNF001	24/06/2009	£424.98	£240.80	£184.18
	0610/616	Tooling
    modifications	 	KPT001	30/06/2010	£5,564.00	£2,596.52	£2,967.48
	A0511/01	Knights
    Precision Zero Test Plate Steel	 	KPT001	01/05/2011	£1,620.00	£459.00	£1,161.00
	1108/622	Leadcell
    Testing System	 	LLO001	01/11/2008	£1,171.00	£897.83	£273.17
	B0612/02	Design
    & Manufacture Battery Leak Tester	 	MAG001	27/06/2012	£4,250.00	£472.16	£3,777.84
	B0212/03	Design
    & man Leak Test Fixture for U1 Vent	 	MAG001	29/02/2012	£1,700.00	£566.64	£1,133.36
	B0212/02	Design
    & Man Leak Test Jig	 	MAG001	01/02/2012	£1,600.00	£533.36	£1,066.64
	0110/601	Material
    Pressure Tank,Spray Gun	 	MAR004	10/01/2010	£513.86	£282.58	£231.28
	0107/604	Spray
    Gun/Tank/Estension	 	MAR004	01/01/2007	£444.15	£444.15	£0.00
	1206/650	Spray
    Gun/Pressure Tank	 	MAR004	01/12/2006	£444.15	£444.15	£0.00



 






    33 


     


    

 



	Asset
    Ref	Details
    	 	Company	Date	Cost
    Price	Dep’n
    To

 Date	Net
    Book
	A1111/05	Pasting
    Application Jigx2	 	NID001	15/11/2011	£1,960.00	£359.37	£1,600.63
	A1111/04	Leak
    Test Jig to Suit 4 Derivatives of Substrate	 	NID001	17/11/2011	£1,500.00	£275.00	£1,225.00
	A1111/03	Push
    Test Jug ID ATRA1001-1028	 	NID001	17/11/2011	£690.00	£126.50	£563.50
	1109/685	Lester
    Electrical	 	NWC001	13/11/2009	£364.96	£206.78	£158.18
	1009/680	Ohaus
    Ranger Ind - Bench Scale	 	NWC001	01/10/2009	£325.00	£184.20	£140.80
	1109/686	Sanivite
    - Macerator	 	NWC001	30/11/2009	£304.34	£172.44	£131.90
	0110/610	Crownspear
    PK3QB-3.5  Probe	 	NWC001	28/02/2010	£218.70	£120.33	£98.37
	B0312/02	WAG-WE20200
    COD Kit	 	PAL002	26/03/2012	£1,639.10	£191.24	£1,447.86
	1201/601	PEC	 	PEC001	01/12/2001	£3,778.80	£3,778.80	£0.00
	0502/603	PEC
    (Euro 6046.08)	 	PEC001	01/05/2002	£3,732.15	£3,732.15	£0.00
	0801/600	PEC	 	PEC001	01/08/2001	£3,709.25	£3,709.25	£0.00
	0502/604	PEC
    (Euro 2015.36)	 	PEC001	01/05/2002	£1,244.05	£1,244.05	£0.00
	0805/613	Environmental
    Chamber	 	PEL001	01/08/2005	£1,000.00	£1,000.00	£0.00
	0506/617	Atom
    Clicker Press	 	PEL001	01/05/2006	£900.00	£900.00	£0.00
	A1211/19	Porvair
    Tooling	 	POR003	01/12/2011	£4,500.00	£1,124.91	£3,375.09
	0609/625	Modification
    to induction welded end plate & frame	 	PPI001	12/06/2009	£2,500.00	£1,666.68	£833.32
	1110/631	Weld
    inserts	 	PPI001	26/11/2010	£1,966.67	£753.91	£1,212.76
	A0211/05	1-IMP
    Frame Vibration Weld Inserts	 	PPI001	03/02/2011	£1,966.66	£655.57	£1,311.09
	A0211/06	1-IMP
    Frame Vibration Weld Insertes	 	PPI001	03/02/2011	£1,966.66	£655.57	£1,311.09
	0309/606	Single
    Impression P20	 	PPI001	01/03/2009	£1,133.33	£793.35	£339.98
	0309/611	Single
    Impression p20	 	PPI001	01/03/2009	£1,133.33	£793.35	£339.98
	0409/616	Single
    Impression P20 Prototype	 	PPI001	01/04/2009	£1,133.33	£793.35	£339.98
	1110/632	ABS
    Gasket Tool	 	PPI001	26/11/2010	£966.67	£370.54	£596.13
	A0211/04	ABS
    Gasket Tool 2nd Installment	 	PPI001	03/02/2011	£966.67	£322.21	£644.46
	A0211/03	ABS
    Gasket 3rd Installment	 	PPI001	03/02/2011	£966.66	£322.21	£644.45
	0110/605	Modify
    existing 4 side cores to increase chimney dia.	 	PPI001	26/01/2010	£575.00	£316.22	£258.78
	0310/613	Cold
    pressure welder & Die	 	PWM001	10/03/2010	£1,332.00	£688.20	£643.80
	0110/600	Cold
    Pressure Welder	 	PWM001	15/01/2010	£1,127.00	£619.82	£507.18
	0208/602	Bulk
    Density Apparatus	 	RAY001	01/02/2008	£867.00	£794.75	£72.25
	1010/624	Labcaire
    750E Fume Cupboard	 	RIC001	15/10/2010	£1,400.00	£560.00	£840.00
	0206/608	1.5kw
    Motor	 	RIE001	01/02/2006	£980.00	£980.00	£0.00



 






    34 


     


    

 



	Asset
    Ref	Details
    	 	Company	Date	Cost
    Price	Dep’n
    To

 Date	Net
    Book
	1009/646	Lowara
    Multistage Pump	 	ROT001	24/09/2009	£645.00	£387.00	£258.00
	0210/609	Hyprolog
    NT3 with display, probedicking station & stand	 	ROT002	26/02/2010	£3,010.00	£1,605.36	£1,404.64
	1109/648	Power
    supply unit	 	RSC001	09/09/2008	£811.00	£473.12	£337.88
	0406/614	Scales	 	RSC001	01/04/2006	£305.00	£305.00	£0.00
	0206/605	Temp
    Controller	 	RSC001	01/02/2006	£220.00	£220.00	£0.00
	0606/622	RSC
    Digital Temp Controller	 	RSC001	01/06/2006	£220.00	£220.00	£0.00
	0307/616	Weighscales	 	RSC001	01/03/2007	£185.00	£185.00	£0.00
	0309/697	Fluke
    Digital multimeter	 	RSC001	06/03/2009	£149.38	£84.66	£64.72
	0606/621	Digital
    Temp Comtroller	 	RSC001	01/06/2006	£110.00	£110.00	£0.00
	0810/621	HH
    Horizontal Pump	 	SER002	27/08/2010	£1,392.00	£603.20	£788.80
	0805/612	Indutrial
    Scales/Acid Cabinets	 	SEV001	01/08/2005	£1,174.00	£1,174.00	£0.00
	0807/648	Grant
    GD120/RI Cooled Circulator	 	SEV001	01/08/2007	£950.00	£950.00	£0.00
	1209/656	Seta
    Penetrometer	 	SEV001	07/12/2009	£860.00	£487.30	£372.70
	A0211/02	Sieve
    Shaker	 	SEV001	01/02/2011	£760.00	£253.36	£506.64
	0406/613	Scout
    Pro	 	SEV001	01/04/2006	£240.00	£240.00	£0.00
	A0211/00	18”
    Startrite Bandsaw 9400V- 3Phase)	 	STA004	16/02/2011	£1,116.00	£372.00	£744.00
	0807/647	Parry
    PG4 Electric Griddle	 	STO001	01/08/2007	£225.75	£225.75	£0.00
	0806/630	Environmental
    Test Chamber	 	TAS001	01/08/2006	£6,032.00	£6,032.00	£0.00
	A0611/04	Insulation
    Tester Metrel MI3200 Teraohm 10kV	 	TES001	17/06/2011	£1,465.00	£390.68	£1,074.32
	0509/694	Engineering
    Inspection	 	TOW002	04/05/2009	£510.00	£289.00	£221.00
	B0512/01	Development
    Cost High Temp Corrosion Test - SERVICES	 	TWI001	17/05/2012	£5,265.00	£1,096.90	£4,168.10
	0607/637	30%
    advanced claim - Bonding Battery Sections - SERVICES	 	TWI001	01/06/2007	£3,190.20	£3,190.20	£0.00
	0710/618	Pasting
    Line	 	UGC001	12/07/2010	£13,887.84	£6,249.52	£7,638.32
	0709/633	Chest
    Type Temperature Chamber	 	UNI007	20/07/2009	£1,612.50	£1,048.14	£564.36
	B0412/10	LH&RH
    U1 End Plates Inv 82612	 	UPG001	11/04/2012	£8,970.00	£1,494.84	£7,475.16
	B0112/01	Order
    No 5896 Article Part	 	UPG001	16/01/2012	£5,525.00	£2,071.89	£3,453.11
	A1211/08	Tool
    Modifications	 	UPG001	06/12/2011	£2,390.00	£398.30	£1,991.70
	B0412/01	TMODT84720
    Tool Modifications	 	UPG001	20/04/2012	£2,390.00	£398.28	£1,991.72
	B0712/03	Electrode
    for the Frame Engraving	 	UPG001	10/07/2012	£1,250.00	£104.16	£1,145.84
	B0112/03	Order
    No 5916 Tool Modifications	 	UPG001	27/01/2012	£974.99	£365.58	£609.41
	A1211/14	T2
    Req Moulding Charge Resin	 	UPG001	15/12/2011	£870.00	£241.60	£628.40



 






    35 


     


    

 



	Asset
    Ref	Details
    	 	Company	Date	Cost
    Price	Dep’n
    To

 Date	Net
    Book
	1110/629	Cal.std
    leak pack/swagelock tail	 	USON001	11/11/2010	£313.15	£120.05	£193.10
	0407/621	Single
    person access platform	 	VAL001	01/04/2007	£440.00	£440.00	£0.00
	0107/608	1500mm
    forks	 	VAL001	01/01/2007	£384.00	£384.00	£0.00
	0708/616	Zircar
    Ceramics	 	VGR001	01/07/2008	£2,701.00	£2,250.85	£450.15
	0507/629	Transformer
    for furnace conversion	 	VGR001	01/05/2007	£643.71	£643.71	£0.00
	0607/638	2
    x Toshiba Portable Air Con Units	 	WES001	01/06/2007	£498.00	£498.00	£0.00
	0107/602	Scales	 	WES002	01/01/2007	£2,138.00	£2,138.00	£0.00
	A1011/03	Modify
    Prototype Testing Rig for Concept	 	WTS001	27/10/2011	£1,250.00	£416.63	£833.37
	B0912/01	Helium
    Leak Test Tooling	 	WTS001	01/09/2012	£1,091.00	£30.30	£1,060.70
	0502/602	Lauffer
    Model VSK Press	 	 	01/05/2002	£3,900.00	£3,900.00	£0.00
	0505/607	Electrical
    Supplies for compressor	 	 	01/02/2005	£2,330.00	£2,330.00	£0.00
	1201/602	12
    Positon Test Station	 	 	01/12/2001	£1,445.63	£1,445.63	£0.00
	1108/623	Rotary
    Valve Vacum Pump	 	 	01/11/2008	£1,170.00	£897.00	£273.00
	0102/600	Magentic
    platten 200mm	 	 	01/01/2002	£1,034.00	£1,034.00	£0.00
	0505/608	Install
    Presses	 	 	01/05/2005	£808.75	£808.75	£0.00
	1098/606	New
    Pipelines fixtures & fittings	 	 	01/10/1998	£523.00	£523.00	£0.00
	0402/601	Emachines
    140a DVD cel 1.1	 	 	01/04/2002	£501.28	£501.28	£0.00
	0505/615	Vacuum
    Pump Connection	 	 	01/05/2006	£106.45	£106.45	£0.00
	 	 	 	 	 	£2,187,808.30	£1,459,141.02	£728,667.28



 



    36 


     


    

 


Fixed
Asset - Property & Buildings


 


	 	 	Property/Buildings
    Referb	 
	Asset
    Ref	Details
    	Company	Date	Cost
    Price	To
    Date	Net
    Book
	0805/808	 	Lab
    Cupboards	BAT001	01/08/2005	1000.00	1000.00	0.00
	A0111/05	 	Repairs
    to Compound Pavers	BGC003	01/01/2011	2094.41	733.07	1361.34
	0605/801	 	Lab
    & Canteen Partitioning	BIS001	01/06/2007	15720.04	15720.04	0.00
	0806/800	 	Building
    Work (Knock through Unit A/B)	BIS001	01/08/2007	7680.00	7680.00	0.00
	0605/802	 	Building
    Signage	BIS001	01/06/2007	3998.00	3998.00	0.00
	0706/010	 	(Unit
    B) Reception Table/Chairs	BIS001	01/07/2006	1128.00	1128.00	0.00
	0609/003	 	Heavy
    Duty work benches p/o 3403	BIS001	01/06/2009	1060.74	883.97	176.77
	0305/813	 	Panasonic
    Phone System	BIS001	01/03/2005	640.00	640.00	0.00
	0305/814	 	Panasonic
    Phone System	BIS001	01/03/2005	375.00	375.00	0.00
	0706/009	 	(Unit
    B) LCD Phones	BIS001	01/07/2006	345.00	345.00	0.00
	0706/008	 	(Unit
    B) Executive Chairs	BIS001	01/06/2006	196.50	196.50	0.00
	0305/812	 	Additional
    work to Security Alarm	BIS001	01/03/2005	75.00	75.00	0.00
	B0112/02	 	Refurbishment
    of Reception	BOL001	18/01/2012	8112.04	1216.80	6895.24
	0110/608	 	Low
    Pressure Test Rig	CAP001	25/01/2010	270.00	148.50	121.50
	1205/811	 	Heating
    System	GEM001	01/05/2007	8760.00	8760.00	0.00
	1105/810	 	Water
    mains to test lab	GEM001	01/11/2005	1550.00	1550.00	0.00
	0709/636	 	Additional
    Pipework	IND003	01/07/2009	874.00	568.11	305.89
	0707/800	 	Gas
    Storage Area Unit	KEL001	01/07/2007	36200.00	36200.00	0.00
	0807/803	 	Lab
    Partitioning Area	KEL001	01/08/2007	24500.00	24500.00	0.00
	1107/804	 	New
    Lab build	KEL001	01/11/2007	16603.80	16603.80	0.00
	0707/801	 	Lab
    Partioning Area	KEL001	01/07/2007	10500.00	10500.00	0.00
	0707/802	 	Parking
    bays unit A	KEL001	01/07/2007	4000.00	4000.00	0.00
	0505/800	 	Supply
    & Fit Nitrogen/Hydrogen Lines	OTP001	01/05/2005	3306.00	3306.00	0.00
	0609/004	 	Boardroom
    table, side table & cabinet p/o 3439	PRO003	18/06/2009	0.00	0.00	0.00
	A1211/10	 	Cisatern
    Urinals & Shower Enclosure	ROB002	18/11/2011	1560.09	433.30	1126.79
	A1211/11	 	Renovation
    Work on Bathroom	SMA002	01/12/2011	4500.00	1249.90	3250.10
	0705/804	 	Upstairs
    office partitioning 40%	TEN001	01/07/2005	2593.20	2593.20	0.00
	0705/805	 	Upstairs
    Office Partitioning 40%	TEN001	01/07/2005	2593.20	2593.20	0.00



 






    37 


     


    

 


 


	 	 	Property/Buildings
    Referb	 
	Asset
    Ref	Details
    	Company	Date	Cost
    Price	To
    Date	Net
    Book
	0905/809	 	Alerations
    to Battery Test Area	TEN001	01/09/2005	2097.00	2097.00	0.00
	0705/806	 	Upstairs
    office partitioning 20%	TEN001	01/07/2005	1296.60	1296.60	0.00
	0705/807	 	Lab
    workbenches	TEN001	01/07/2005	1285.00	1285.00	0.00
	0705/803	 	Security
    Lock to workshop	UNI001	01/07/2005	159.00	159.00	0.00
	 	 	 	 	 	165072.62	151834.99	13237.63



 



    38 


     


    

 


Fixed
Asset - Office Equipment


 


	 	Office
    Equipment	Dep’n	 
	Asset
    Ref	Details
    	Company	Date	Cost
    Price	To
    Date	Net
    Book
	0605/408	    X	Digital
    Projector - Epsom EMP70 - Reception - Unit B	BIS001	01/06/2005	669.00	669.00	0.00
	0305/400	    X	Fx
    machine/Comb Binder - Reception - Unit B	BIS001	01/03/2005	423.20	423.20	0.00
	0307/401	    X	Safe
    - Datacare 200 - Reception - Unit B	BIS001	01/03/2007	256.26	256.26	0.00
	0705/409	    X	Laminator
    - Rexel LP35HS	BIS001	01/07/2005	99.27	99.27	0.00
	0506/400	    X	Shredder
    - Rexel P335 - Reception - Unit B	COS001	01/05/2006	359.00	359.00	0.00
	0298/402	 	Office
    Equipment	BIS001	01/02/1998	1291.85	1291.85	0.00
	0199/400	 	Office
    Furnitiure	BIS001	01/01/1999	790.00	790.00	0.00
	0405/402	 	9
    x Filing Cabinet & Coat Stand	BIS001	01/04/2005	733.92	733.92	0.00
	0198/400	 	Filing
    Cabinet	BIS001	01/01/1998	523.00	523.00	0.00
	0405/403	 	4
    x Exec Chairs & Rexel Guillotine	BIS001	01/04/2005	423.99	423.99	0.00
	0305/401	 	Polycom
    Soundstation - Board Room - Unit B	BIS001	01/03/2005	349.95	349.95	0.00
	0807/405	 	Acoustic
    Screens	BIS001	01/08/2007	145.99	145.99	0.00
	0605/405	 	Filling
    Cabinet	BIS001	01/06/2005	72.00	72.00	0.00
	0605/407	 	Stapler	BIS001	01/06/2005	3.49	3.49	0.00
	0706/401	 	DCL
    Extension Card	EXC001	01/07/2006	320.00	320.00	0.00
	0907/406	 	Air
    Con Unit	GDA001	01/09/2007	153.18	153.18	0.00
	1010/627	 	Infocus
    IN3116 Projector	NWC001	19/10/2010	913.98	365.60	548.38
	0709/008	 	DELETE
    (Duplicate)	WIL002	01/07/2009	0.00	0.00	0.00
	 	20691.14	18920.47	1770.67



 



    39 


     


    

 


Fixed
Asset - Computer Equipment


 


	 	Computer
    Equipment	Dep’n	 
	Asset
    Ref	Details
    	Company	Date	Cost
    Price	To
    Date	Net
    Book
	0708/204	 	Epygi
    Quadro Telephone System	EXC001	01/07/2008	7562.50	7562.50	0.00
	0307/204	 	Extension
    of Atraverda Network	EXC001	01/03/2007	6458.00	6458.00	0.00
	0405/205	 	CW
    expenses	 	01/04/2005	1752.00	1752.00	0.00
	 	 	 	 	 	142832.52	123556.96	19275.56



 



    40 


     


    

 


Fixed
Asset - Fixtures & Fittings


 


	 	Fixtures
    & Fittings	Dep’n	 
	Asset
    Ref	Details
    	Company	Date	Cost
    Price	To
    Date	Net
    Book
	A1111/11	    X	Progeny
    Door Access Control System - Corridor - Unit B	DFS001	01/11/2011	3352.60	1024.32	2328.28
	0505/004	 	Office
    Blinds - Reception - Unit B	A1B001	01/05/2005	245.00	245.00	0.00
	0706/012	 	(Unit
    B) Office Blinds	A1B001	01/07/2006	245.00	245.00	0.00
	1210/005	 	Install
    2 Gas main pipe-work	ADM001	30/12/2010	7248.00	2536.80	4711.20
	1009/010	 	Tools,Transport,Labour
    to dismantle mezzanine flooring	ADM001	28/09/2009	3720.00	2232.00	1488.00
	0510/003	 	Supply
    & Install of Louvered vent in furnace wall - Unit A	ADM001	14/05/2010	2234.00	1079.75	1154.25
	0409/002	 	Double
    Skin Partitioning	ARE001	28/05/2009	4600.00	3143.35	1456.65
	A0811/01	 	New
    Partition for Pasting Lab & Adam Jones Office	ARE001	22/08/2011	4150.00	968.34	3181.66
	B0212/01	 	Remove
    3 Panels to allow new machinery & Alter Suspended	ARE001	29/02/2012	2650.00	588.80	2061.20
	1107/025	 	S/H
    Lab benching	BAT001	01/11/2007	925.00	894.23	30.77
	0905/013	 	Sink/Worktops	BAT001	01/09/2005	670.00	670.00	0.00
	1107/024	 	Kitchen
    Equipment for Labs	BAT001	01/11/2007	229.24	221.60	7.64
	1107/026	 	Benches
    for Lab	BAT001	01/11/2007	160.00	154.73	5.27
	0408/005	 	Heating/Plug/Sockets	BIP001	01/04/2008	695.00	613.94	81.06
	0305/001	 	Downstairs
    Office Furniture	BIS001	01/03/2005	5316.00	5316.00	0.00
	0307/013	 	Company
    Signs	BIS001	01/03/2007	3696.50	3696.50	0.00
	0605/006	 	Additional
    3 Phase supply	BIS001	01/06/2005	1795.00	1795.00	0.00
	0298/001	 	Fixtures
    & Fittings	BIS001	01/02/1998	1573.70	1573.70	0.00
	1006/022	 	Security
    Cage	BIS001	01/10/2006	1233.14	1233.14	0.00
	0608/014	 	Shelving
    & IBC Spill pallet	BIS001	01/06/2008	996.35	846.92	149.43
	1006/023	 	Steel
    workbenches	BIS001	01/10/2006	873.00	873.00	0.00
	0507/017	 	Barrier
    System for furnace	BIS001	01/05/2007	855.26	855.26	0.00
	0505/002	 	Dowstairs
    Office Furniture - Reception - Unit B	BIS001	01/05/2005	795.50	795.50	0.00
	0308/003	 	Desk	BIS001	01/03/2008	727.98	655.18	72.80
	0806/015	 	(Unit
    B) Telephone Systems	BIS001	01/08/2006	680.00	680.00	0.00
	0808/018	 	Desks
    for New Lab	BIS001	01/08/2008	663.00	541.45	121.55
	0706/011	 	(Unit
    B) Workstations	BIS001	01/07/2006	630.00	630.00	0.00
	1109/011	 	Metal
    base post and chain	BIS001	17/06/2009	578.12	337.28	240.84



 






    41 


     


    

 


	 	Fixtures
    & Fittings	Dep’n	 
	Asset
    Ref	Details
    	Company	Date	Cost
    Price	To
    Date	Net
    Book
	1107/027	 	Dolly,
    mobile lift table	BIS001	01/11/2007	516.51	499.30	17.21
	1109/012	 	8
    Office Chairs	BIS001	26/06/2009	500.20	291.82	208.38
	0605/009	 	Digital
    Print on Signage	BIS001	01/06/2005	500.00	500.00	0.00
	1006/024	 	Floor
    Screens	BIS001	01/10/2006	496.00	496.00	0.00
	1107/032	 	Four
    Shelf Level Unit	BIS001	01/11/2007	484.00	467.93	16.07
	1106/026	 	Racking	BIS001	01/11/2006	483.00	483.00	0.00
	1108/024	 	Floor
    Standing Screen	BIS001	01/11/2008	482.28	369.79	112.49
	0705/011	 	Canteen
    Tables Unit A	BIS001	01/07/2005	464.00	464.00	0.00
	0408/004	 	Posture
    Chairs	BIS001	01/04/2008	438.00	386.90	51.10
	0506/006	 	Spillage
    Retention Flooring	BIS001	01/05/2006	427.56	427.56	0.00
	0210/001	 	Steel
    Hoop Guards and bolts	BIS001	19/02/2010	372.00	198.40	173.60
	0107/008	 	Acid
    Cabinet	BIS001	01/01/2007	365.79	365.79	0.00
	1006/025	 	Canteen
    Tables/Chairs - Unit A	BIS001	01/10/2006	364.64	364.64	0.00
	1207/037	 	Canteen
    Tables - Unit A	BIS001	01/12/2007	360.00	342.00	18.00
	1207/038	 	Worktops	BIS001	01/12/2007	340.43	323.40	17.03
	1207/036	 	Workbench	BIS001	01/12/2007	324.77	308.50	16.27
	0906/021	 	Steel
    Board Rack	BIS001	01/09/2006	320.00	320.00	0.00
	1007/022	 	Lockers
    - Unit A	BIS001	01/10/2007	318.00	312.70	5.30
	0507/018	 	Barrier
    System for Furnace	BIS001	01/05/2007	313.79	313.79	0.00
	0806/016	 	Lockers	BIS001	01/08/2006	288.00	288.00	0.00
	0107/010	 	Combi
    Desk/Shelves	BIS001	01/01/2007	287.80	287.80	0.00
	0505/003	 	Glass
    Display - Reception - Unit B	BIS001	01/05/2005	280.00	280.00	0.00
	0906/020	 	Black
    strip curtain	BIS001	01/09/2006	263.00	263.00	0.00
	1107/029	 	Fridge/Freezer
    - Canteen - Unit A	BIS001	01/11/2007	255.28	246.75	8.53
	1206/029	 	Workbench	BIS001	01/12/2006	234.00	234.00	0.00
	0605/005	 	Cupboard	BIS001	01/06/2005	230.00	230.00	0.00
	0508/006	 	Racking	BIS001	01/05/2009	227.69	197.37	30.32
	1206/028	 	Workbench	BIS001	01/12/2006	224.00	224.00	0.00
	0107/004	 	Acid
    Cupboard	BIS001	01/01/2007	220.95	220.95	0.00
	1008/023	 	Cupboards
    & Shelves	BIS001	01/10/2008	208.67	163.49	45.18



 






    42 


     


    

 


	 	Fixtures
    & Fittings	Dep’n	 
	Asset
    Ref	Details
    	Company	Date	Cost
    Price	To
    Date	Net
    Book
	0808/016	 	Hi
    Res Scales	BIS001	01/08/2008	189.00	154.35	34.65
	0107/006	 	Cupboard
    AD	BIS001	01/01/2007	186.45	186.45	0.00
	1107/030	 	Service
    Trolly	BIS001	01/11/2007	184.00	177.93	6.07
	0107/009	 	S/H
    Table for board room	BIS001	01/01/2007	177.75	177.75	0.00
	0507/020	 	Cupboard
    & Shelf Unit	BIS001	01/05/2007	168.65	168.65	0.00
	0507/019	 	Secure
    Cupboard	BIS001	01/05/2007	162.95	162.95	0.00
	0806/017	 	(Unit
    B) Fax Cupboard	BIS001	06/05/2009	160.90	160.90	0.00
	1206/027	 	Bench	BIS001	01/12/2006	149.00	149.00	0.00
	0806/014	 	(Unit
    B) Filing Cabinets	BIS001	01/08/2006	144.00	144.00	0.00
	0806/018	 	Lockers	BIS001	01/08/2006	144.00	144.00	0.00
	0208/002	 	Chairs	BIS001	01/02/2008	135.35	124.12	11.23
	0407/015	 	Lockers	BIS001	01/04/2007	134.50	134.50	0.00
	0208/001	 	Chairs	BIS001	01/02/2008	131.00	120.06	10.94
	0508/011	 	Flammable
    Storage Cabinet	BIS001	01/05/2008	125.84	109.08	16.76
	1206/030	 	Lockers	BIS001	01/12/2006	118.00	118.00	0.00
	0605/008	 	H&S
    Signs	BIS001	01/06/2005	114.28	114.28	0.00
	1008/022	 	Cupboards
    & Bookcase	BIS001	01/10/2008	109.00	85.44	23.56
	0207/011	 	Bookcase	BIS001	01/02/2008	98.00	98.00	0.00
	0306/005	 	Chairs	BIS001	01/03/2006	86.85	86.85	0.00
	1207/033	 	Cupboard/
    Shelves	BIS001	01/12/2007	82.86	78.70	4.16
	1107/028	 	Blue
    Locker	BIS001	01/11/2007	82.29	79.54	2.75
	0107/007	 	Chair	BIS001	01/01/2007	65.50	65.50	0.00
	1107/031	 	Cabinet	BIS001	01/11/2007	61.82	59.75	2.07
	0605/007	 	Cupboard
    Shelves	BIS001	01/06/2005	43.50	43.50	0.00
	0908/019	 	Steel
    Benches for Lab	CAP001	01/09/2008	668.00	534.42	133.58
	0908/021	 	Benches
    For Lab	CAP001	01/09/2008	520.00	416.02	103.98
	0508/009	 	Lab
    Bench	CAP001	01/05/2009	113.50	98.38	15.12
	0508/010	 	Small
    Bench	CAP001	01/05/2008	95.00	82.35	12.65
	A0311/03	 	LG
    Wall Mount	COO002	23/03/2011	1799.00	569.66	1229.34
	1007/023	 	Everyday
    filing cabinet	COS001	01/10/2007	139.20	136.88	2.32



 






    43 


     


    

 


	 	Fixtures
    & Fittings	Dep’n	 
	Asset
    Ref	Details
    	Company	Date	Cost
    Price	To
    Date	Net
    Book
	0508/007	 	Cold
    Gun	DAS001	01/05/2008	272.00	235.75	36.25
	0808/017	 	Supply
    & Install Electricty	EFS001	01/08/2008	484.00	395.29	88.71
	0107/002	 	16a
    Supply to benches	EFS001	01/01/2007	420.00	420.00	0.00
	0307/012	 	Smoke
    Alarm	EFS001	01/03/2007	365.00	365.00	0.00
	0107/003	 	Cable
    tray for battery charge room	EFS001	01/01/2007	335.00	335.00	0.00
	0107/001	 	3
    Phase supply for Compactor	EFS001	01/01/2007	310.00	310.00	0.00
	0706/013	 	Computer
    Data Points	EXC001	01/07/2006	2350.00	2350.00	0.00
	1206/031	 	Pipeworok
    for Bipel Press	GEM001	01/12/2006	3250.00	3250.00	0.00
	0508/008	 	Box
    section frame adj feet	GRO001	01/05/2008	357.00	309.40	47.60
	0107/005	 	Mods
    to PBK monopole tooling	GRO001	01/01/2007	346.00	346.00	0.00
	1105/019	 	Distribution
    Board	HAP001	01/11/2005	965.00	965.00	0.00
	1208/026	 	Unit
    B Building work, Office Partitions	KEL001	01/12/2008	18469.88	13852.41	4617.47
	0508/013	 	Electrics
    & Plumbing for New lab	KEL001	01/05/2008	13514.94	11712.96	1801.98
	0508/012	 	New
    Lab Stores	KEL001	01/05/2008	12232.00	10601.09	1630.91
	0707/021	 	Air
    Conditioning Units - Unit A	KEL001	01/01/2007	11890.00	11890.00	0.00
	1207/035	 	Air
    Con for Lab	KEL001	01/12/2007	10728.45	10192.07	536.38
	A0111/03	 	Steel
    Partition	KEL001	25/01/2011	8711.16	3048.94	5662.22
	0307/014	 	Work
    done on Boardroom fit out & AD Office	KEL001	01/03/2007	4000.00	4000.00	0.00
	1208/025	 	MH
    New Office	KEL001	01/12/2008	3876.66	2907.48	969.18
	1207/034	 	Cold
    Water Mains	KEL001	01/12/2007	253.00	240.41	12.59
	0909/006	 	Supply
    & Install Shower Cubicle	LON001	07/09/2009	1572.00	969.40	602.60
	0709/009	 	Supply
    and install new cold water to main machinery	LON001	29/07/2009	656.00	393.60	262.40
	1010/626	 	Longspan
    & Pallet Racking	NWC001	15/10/2010	995.00	398.00	597.00
	0906/019	 	Boardroom
    table & chairs	NWC001	01/09/2006	455.00	455.00	0.00
	0708/015	 	Stores
    Racking & Cage	PEL001	01/07/2008	2500.00	2083.35	416.65
	1109/013	 	Office
    furniture	PEL001	29/07/2009	656.52	382.94	273.58
	A1111/10	 	Shower
    Room - Unit B	ROB002	15/11/2011	3393.61	1036.86	2356.75
	0407/016	 	Anti
    Fatigue Matting	RSC001	01/04/2007	459.00	459.00	0.00
	1110/630	 	Vertical
    Plan Chest	STO002	30/11/2010	670.00	260.77	409.23
	0905/012	 	Upstairs
    Office Furniture	TEN001	01/09/2005	1371.00	1371.00	0.00



 






    44 


     


    

 


	 	Fixtures
    & Fittings	Dep’n	 
	Asset
    Ref	Details
    	Company	Date	Cost
    Price	To
    Date	Net
    Book
	1105/018	 	Freestanding
    bays	TEN001	01/11/2005	806.00	806.00	0.00
	1005/015	 	Table
    Trolleys	TEN001	01/10/2005	454.00	454.00	0.00
	1105/016	 	Probe
    Lockers	TEN001	01/11/2005	368.25	368.25	0.00
	1105/017	 	Shelving	TEN001	01/11/2005	295.00	295.00	0.00
	0206/001	 	Freestanding
    bays	TEN001	01/02/2006	205.00	205.00	0.00
	0206/003	 	Shelving	TEN001	01/02/2006	181.00	181.00	0.00
	0306/004	 	Shelving
    for Lab	TEN001	01/03/2006	161.00	161.00	0.00
	0206/002	 	Lockers	TEN001	01/02/2006	156.00	156.00	0.00
	1207/039	 	Smart
    Meter - Unit B	UPL001	01/12/2007	1300.00	1235.06	64.94
	0606/007	 	Air
    Con Unit	WES001	01/06/2006	675.00	675.00	0.00
	0709/005	 	Board
    Room Chairs - Unit B	WIL002	01/07/2009	2235.00	1452.75	782.25
	0908/020	 	Air
    Bench & Frames	WOR002	01/09/2008	7118.00	5694.42	1423.58
	0108/001	 	 	 	01/01/2009	8766.30	8181.97	584.33
	0605/010	 	Generics
    - PO 000498M	 	01/06/2005	2817.30	2817.30	0.00
	1001/001	 	White
    top benches	 	01/10/2001	1010.00	1010.00	0.00
	0109/001	 	Lab
    Stool & Benches	 	01/01/2009	699.00	512.60	186.40
	1005/014	 	IBC
    Units	 	01/10/2005	189.16	189.16	0.00
	 	 	 	 	 	201812.17	159029.91	42782.26



 



    45 


     


    

 


Schedule
3


 


Completion
arrangements


 


On
Completion:


 


		1	The
                                         Seller shall deliver to the Buyer:



 


		1.1	executed
                                         transfers in respect of the Sale Shares in favour of the Buyer, together with the share
                                         certificates for the Sale Shares (or in the case of any lost share certificate an indemnity
                                         in the agreed form in relation to it);



 


		1.2	certified
                                         copies of any powers of attorney or other authorities under which the transfer of the
                                         Sale Shares have been executed;



 


		1.3	(as
                                         agents for EIPRL) all its statutory and minute books and registers (written up to the
                                         business day immediately preceding the date of this Agreement), its common seal (if any),
                                         certificate of incorporation, any certificate or certificates of incorporation on change
                                         of name, details of all user names, passwords and codes used by EIPRL for online filing
                                         of corporate documents, all books of account, cheque books and other documents and records
                                         including copies of its memorandum and articles of association of EIPRL;



 


		1.4	a
                                         bank statement showing the credit or debit balance on each bank account of EIPRL at the
                                         close of business on the last business day preceding Completion, details of EIPRL’s
                                         cash book balances at Completion and a statement reconciling EIPRL’s cash book
                                         balances at Completion with the bank statements referred to above;



 


		1.5	evidence
                                         satisfactory to the Buyer of the repayment of all amounts owed to EIPRL by the Seller
                                         and ETL and repayments of all amounts owed by EIPRL to the Seller or ETL;



 


		1.6	signed
                                         minutes, in the Agreed Form, of the meeting of the directors of EIPRL required to held
                                         under to paragraph 4;



  






    46 


     


    

 





		1.7	where
                                         any document delivered to the Buyer under this Schedule has been executed by a company,
                                         a copy (certified as a true copy by a director of the company) of:





 


		1.7.1	the
                                         resolution of the board of directors of the company (or committee of the board) which
                                         authorised the execution of that document; and



 


		1.7.2	in
                                         the case of a resolution of a committee, the resolution of the board of directors of
                                         the company constituting that committee.



 


		1.8	written
                                         resignations from Michael Greenlee and LCIF Representatives Limited, as directors of
                                         EIPRL in the agreed form;



 


		1.9	a
                                         duly executed, in the agreed form, deed of capitalisation of the £1,488,261 loan
                                         from the Seller to EIPRL;



 


		1.10	a
                                         duly executed waiver of claims from the Seller;



 


		1.11	a
                                         copy of the documentation, duly completed, necessary to (a) remove EIPRL from the Seller’s
                                         current VAT group, and (b) change the representative member of that VAT group to a company
                                         other than EIPRL (as per the provisions of paragraph 15.1 of Part D of Schedule 5 and
                                         in each case with effect from the date of Completion), and shall submit the same to HMRC
                                         on or immediately following Completion; and



 


		1.12	the
                                         Disclosure Letter executed by the Seller.



 


		2	The
                                         Seller shall:



 


		2.1	procure
                                         the passing of a resolution approving the registration of the transfer referred to in
                                         paragraph 1.1 (subject only to their being duly stamped) notwithstanding any provision
                                         to the contrary in the articles of association of EIPRL; and



 


		2.2	procure
                                         that Stephen Clarke and Mark Slade are validly appointed as additional directors and
                                         Anthony Davies is validly appointed as secretary of EIPRL and on such appointments being
                                         made, procure that Michael Greenlee and LCIF Representatives Limited shall cease to be
                                         directors of EIPRL. The Seller shall procure the resignation of Poul Erik Schou-Pedersen
                                         as a director as soon as reasonably practicable following Completion and shall deliver
                                         a written resignation from him in the agreed form;



 






    47 


     


    

 


		3	The
                                         Buyer shall:



 


		3.1	pay
                                         the Completion Payment to the nominated account of the Seller by electronic transfer
                                         in cleared funds; and



 


		3.2	procure
                                         to transfer the AQM Consideration Shares to the Seller, deliver to the Seller the relevant
                                         share certificate (to include the necessary restrictive wording set out in Clause 4.3
                                         for such AQM Consideration Shares, update the relevant registers of AQM, as well as submit
                                         the relevant official filings, if required.



 


		4	At
                                         Completion, the Seller shall procure that a meeting of the board of directors of EIPRL
                                         is duly convened and held and that resolutions are duly passed at that meeting:



 


		4.1	approving
                                         the registration of the transfer of the Sale Shares (subject only to the transfer being
                                         duly stamped) and authorising the issue and delivery to the Buyer (or its nominee) of
                                         a new share certificate in respect of the Shares;



 


		4.2	accepting
                                         the resignations of the directors of EIPRL with effect from the end of the meeting;



 


		4.3	appointing
                                         such persons as the Buyer may nominate as directors of EIPRL (but not exceeding any maximum
                                         number of directors specified in the articles of association of EIPRL) with effect from
                                         the end of the meeting;



 


		4.4	appointing
                                         such person as the Buyer may nominate as the secretary of EIPRL with effect from the
                                         end of the meeting;



 


		4.5	the
                                         Seller shall procure that David Casale shall continue to operate EIPRL’s bank accounts
                                         in accordance with the reasonable instructions of the Buyer and/or Stephen Clarke and
                                         Mark Slade pending the amendment of the existing bank mandates which the Buyer will effect
                                         as soon as reasonably practicable after Completion.



 






    48 


     


    

 


Schedule
4



 


General
Warranties


 


		1	Share
                                         capital



 


		1.1	The
                                         information contained in Schedules 1 and 2 and 7 is true and accurate and up to date
                                         in all material respects.



 


		1.2	The
                                         Sale Shares are fully paid and are beneficially owned and registered in the name of the
                                         Seller free from any Encumbrances.



 


		1.3	No
                                         share or loan capital of EIPRL is now under option or is agreed or resolved conditionally
                                         or unconditionally to be created or issued or put under option.



 


		1.4	EIPRL
                                         has not at any time reduced or redenominated or purchased or redeemed or repaid or forfeited
                                         or agreed to reduce, redenominate, purchase, redeem, repay or forfeit any share capital.



 


		2	Powers
                                         and obligations of the Seller



 


		2.1	The
                                         Seller has full power to execute, deliver and perform its obligations under this Agreement.



 


		2.2	This
                                         Agreement constitutes, and the other documents executed by the Seller which are to be
                                         delivered at Completion will, when executed, constitute legal, valid and binding obligations
                                         of the Seller enforceable in accordance with their respective terms.



 


		2.3	The
                                         Seller is not insolvent, nor has it proposed a voluntary arrangement or has made or proposed
                                         any arrangement or composition with its creditors or any class of its creditors.



 


		2.4	The
                                         Seller has the requisite power and authority to enter into and perform this Agreement
                                         and that this Agreement constitutes a valid, legal and binding obligation on the Seller
                                         in accordance with its terms and, without prejudice to the generality of the foregoing,
                                         all authorisations, approvals, consents and licences required by the Seller to permit
                                         the Seller to enter into this Agreement and the arrangements herein contemplated have
                                         been unconditionally and irrevocably obtained and are in full force and effect.



 






    49 


     


    

 


		2.5	The
                                         Seller has at all times complied with its obligations under the Call Option Agreement.



 


		2.6	The
                                         information contained in the Disclosure Letter (including the documents attached to or
                                         referred to in the Disclosure Letter) is true, complete and accurate and not misleading.
                                         All expressions of opinion, expectation and belief contained in the Disclosure Letter
                                         are made on reasonable grounds after due and careful consideration and enquiry and are
                                         truly and honestly held.



 


		2.7	All
                                         information contained in any written document or communication (including, for this purpose,
                                         any document or communication sent or received in electronic form) provided by or on
                                         behalf of the Seller or any of them or EIPRL to the Buyer or any of its advisers in the
                                         course of the negotiations leading to this Agreement or in the course of any due diligence
                                         or other investigation carried out by or on behalf of the Buyer prior to entering into
                                         this Agreement was when given and remains true, complete and accurate and not misleading.
                                         All expressions of opinion, expectation and belief contained in such information were
                                         made on reasonable grounds after due and careful consideration and enquiry and were and
                                         continue to be truly and honestly held.



 


		3	Compliance
                                         with legal requirements



 


		3.1	Compliance
                                         has, in all material respects, been made with all legal and procedural requirements and
                                         other formalities in relation to EIPRL concerning:



 


		3.1.1	the
                                         articles of association and other constitutional documents (including all resolutions
                                         passed or purported to have been passed);



 


		3.1.2	the
                                         filing of all documents required by CA 2006 to be filed at Companies House;



 


		3.1.3	issues
                                         and grants of shares, debentures, notes, mortgages or other securities; and



 


		3.1.4	payments
                                         of interest and dividends and the making of other distributions.



  






    50 


     


    

 





		4	Accounts



 


		4.1	The
                                         Accounts, (copies of which are attached to the Disclosure Letter):





 


		4.1.1	comply
                                         with the requirements of the CA 2006;



 


		4.1.2	comply
                                         with all generally accepted accounting principles and practices in the United Kingdom
                                         at the Accounts Date; and



 


		4.1.3	give
                                         a true and fair view of the state of affairs of EIPRL as at the Accounts Date and of
                                         its assets and liabilities as at the Accounts Date and its profits or losses for the
                                         financial year ended on the Accounts Date.



 


		4.2	The
                                         accounting records of EIPRL have been properly written up and comply with the CA 2006.
                                         All relevant financial books and records of EIPRL are in its possession or otherwise
                                         under its direct control.



 


		4.3	The
                                         Management Accounts (a copy of which is attached to the Disclosure Letter) have been
                                         carefully prepared on a prudent basis and, taking into account the purpose for which
                                         they were prepared, fairly represent the assets, liabilities and state of affairs of
                                         the Company at the Management Accounts Date.



 


		4.4	EIPRL
                                         is not entitled to the benefit of any debt otherwise than as the original creditor and
                                         has not factored or discounted any of its debts or agreed to do so or engaged in financing
                                         of a type which would not be required to be shown or reflected in the Accounts.



 


		5	Ownership
                                         and condition of assets



 


		5.1	All
                                         of the assets listed in Schedule 2 and all other fixed and loose plant, machinery, furniture,
                                         fixtures, fittings, equipment, vehicles and all other equipment used in relation to the
                                         business of EIPRL are the property of EIPRL free from any hire or hire-purchase agreement
                                         or agreement for payment on deferred terms or any Encumbrance, and have at all material
                                         times been and are in the possession of or under the control of EIPRL.



 


		5.2	All
                                         of the assets listed in Schedule 2 and all other plant, machinery, vehicles and equipment
                                         owned or used by EIPRL is in good repair and condition fair wear and tear excepted and
                                         in satisfactory working order and has been serviced and maintained in accordance with
                                         appropriate safety regulations.



 


		6	Insurance



 


		6.1	EIPRL
                                         has effected all insurances required by law to be effected by it.



 






    51 


     


    

 


		6.2	Full
                                         particulars of all insurance policies maintained by EIPRL and currently in force the
                                         (“Policies”) are contained in the Disclosure Letter.



 


		6.3	All
                                         premiums due on the Policies have been paid and all the other material conditions of
                                         the Policies have been performed and observed and none of the Policies has or may become
                                         void or voidable as a result of an act or omission of EIPRL.



 


		6.4	No
                                         claim exceeding £5,000 is outstanding either by the insurer or the insured under
                                         any of the Policies.



 


		6.5	The
                                         Seller is not aware of any circumstances which would or might entitle EIPRL to make a
                                         claim under any of the Policies or which would or might be required under any of the
                                         Policies to be notified to the insurers.



 


		7	Material
                                         transactions



 


		7.1	Since
                                         the Accounts Date:



 


		7.1.1	EIPRL
                                         has entered into transactions and incurred liabilities in the ordinary course of day
                                         to day trading operations and not otherwise; and



 


		7.1.2	There
                                         has been no material adverse change in the financial or trading position of EIPRL including
                                         any adverse change in respect of turnover, profits, margins of profitability, liabilities
                                         (actual or contingent) or expenses (direct or indirect) of EIPRL.



 


		8	EIPRL
                                         Personnel



 


		8.1	EIPRL
                                         does not have any employees, nor has it ever had any.



 


		9	Contracts



 


		9.1	EIPRL
                                         is not a party to any legally binding contract, obligation or arrangement which:



 


		9.1.1	is
                                         an agreement or arrangement (whether by way of guarantee, indemnity, warranty, representation
                                         or otherwise) under which EIPRL is under a prospective or contingent liability in respect
                                         of:



 


		(i)	any
                                         disposal by EIPRL of its assets or businesses or any substantial part of them; or



 






    52 


     


    

 


		(ii)	the
                                         obligations of any other person;



 


		9.1.2	is
                                         of an unusual or abnormal nature, or outside the ordinary course of trading;



 


		9.1.3	is
                                         of a long term nature (that is, unlikely to have been fully performed in accordance with
                                         its terms within 6 months after the date on which it was entered into or undertaken);
                                         or



 


		9.1.4	is
                                         a contract for hire or rent, hire-purchase or purchase by way of credit or instalment
                                         payment or for maintenance of EIPRL’s assets; or



 


		9.1.5	was
                                         not entered into on arm’s length terms



 


and
EIPRL has no offer, bid, tender or proposal outstanding which by the acceptance or other act of some other person would give rise
to any such transaction.


 


		10	The
                                         properties and other interests in land



 


		10.1	EIPRL
                                         has no properties or any other interests in land.



 


		11	Intellectual
                                         Property Rights



 


		11.1	All
                                         EIPRL IPR is legally and beneficially owned solely by EIPRL free from and clear of any
                                         Encumbrance.



 


		11.2	The
                                         Registered EIPRL IPR listed in Schedule 7 are all the registered Intellectual Property
                                         Rights of which EIPRL is legal or beneficial owner together with all applications for
                                         the registration of Intellectual Property Rights or for registered Intellectual Property
                                         Rights that EIPRL has made or caused to be made. Schedule 7 is accurate, complete and
                                         up to date.



 


		11.3	EIPRL
                                         is the sole registered proprietor (or, where relevant, sole applicant for registration)
                                         of all the Registered EIPRL IPR.



 


		11.4	All
                                         renewal, registration, prosecution or other official fees, charges or dues that have
                                         become due for payment (or that will become due in the three month period following the
                                         Completion Date) in respect of any Registered EIPRL IPR, and all fees or charges of any
                                         person payable in connection with the prosecution or maintenance of any Registered EIPRL
                                         IPR have been paid in full and in due time.



 






    53 


     


    

 


		11.5	So
                                         far as the Seller is aware, there is no fact or matter (including any act or omission
                                         of EIPRL) that might result in any registration of any of the Registered EIPRL IPR, either
                                         in whole or in part, being revoked, invalidated or rendered unenforceable or, in the
                                         case of applications for registration forming part of the Registered EIPRL IPR, that
                                         might prejudice the prospects of registration as filed.



 


		11.6	EIPRL
                                         is and will be, unless any IP Licence is properly terminated by reason of EIPRL being
                                         in breach thereof, fully entitled under valid and subsisting IP Licences to use all Relevant
                                         Third Party IPR for all purposes for which the Relevant Third Party IPR has been or is
                                         being used by EIPRL or for which EIPRL intends or is likely to use the Relevant Third
                                         Party IPR.



 


		11.7	Complete
                                         and accurate particulars of all IP Licences (including but not limited to the parties,
                                         the relevant Intellectual Property Rights, the rights licensed or otherwise granted in
                                         relation to such Intellectual Property Rights, the term, the consideration payable and
                                         rights of termination) are set out in the Disclosure Letter and complete and accurate
                                         copies of all written IP Licences have been disclosed to the Buyer.



 


		11.8	Neither
                                         EIPRL nor so far as the Seller is aware any other party to any IP Licence is in material
                                         breach of any IP Licence.



 


		11.9	EIPRL
                                         has not received any notice terminating any IP Licence or terminating, restricting or
                                         altering any right granted under any IP Licence, and so far as the Seller is aware no
                                         other party to any IP Licence is entitled without the consent of EIPRL to terminate,
                                         restrict or alter or give a valid notice of termination, restriction or alteration of
                                         any IP Licence.



 


		11.10	The
                                         fact that EIPRL has proposed to or has entered into this Agreement, the performance by
                                         EIPRL of any obligation pursuant to this Agreement or consequent on EIPRL entering into
                                         this Agreement will not entitle any other party to an IP Licence to terminate any IP
                                         Licence or to terminate, restrict or alter any right granted to EIPRL under any IP Licence.



 


		11.11	Whether
                                         in the carrying on of its business or otherwise (including but not limited to the copying,
                                         use and possession of computer software and databases), EIPRL at the date of this Agreement:



 


		11.11.1	so
                                         far as the Seller is aware, does not infringe and has not infringed any Third Party IPR;



 






    54 


     


    

 


		11.11.2	is
                                         not breaching and has not breached any obligations of confidence owed to any third party;



 


		11.11.3	does
                                         not engage and has not engaged in activities that constitute or have constituted passing
                                         off or actionable unfair competition in any jurisdiction;



 


		11.11.4	does
                                         not acquiesce, induce or procure, and has not acquiesced, induced or procured, any of
                                         the activities referred to in paragraphs, 11.11.2 and 11.11.3 above; and



 


		11.11.5	as
                                         a result of any of the activities referred to in paragraphs 11.11.1, 11.11.2 and 11.11.3
                                         above, has or had any obligation to pay any royalty, fee, fine, compensation, damages,
                                         account of profits or any other sum whatsoever, or been or become subject to any restriction
                                         or limitation on its activities.



 


		11.12	So
                                         far as the Seller is aware, there is no:



 


		11.12.1	misappropriation,
                                         unauthorised use or infringement by any person of any of the EIPRL IPR;



 


		11.12.2	any
                                         breach by any third party of any obligations of confidence owed to EIPRL;



 


		11.12.3	any
                                         misappropriation or misuse of any Confidential Information; or



 


		11.12.4	activities
                                         that constitute or constituted passing off or actionable unfair competition in respect
                                         of which EIPRL does or may have a claim against any person.



 


		11.13	None
                                         of the EIPRL IPR are the subject of any existing, pending or threatened proceedings (other
                                         than the normal prosecution to grant of any application for registration) or claim for
                                         opposition, cancellation, revocation, rectification, transfer, licence of right, whether
                                         in whole or in part, or relating to title, or any similar proceedings or claim anywhere
                                         in the world and the Seller is not aware of any circumstances that might result in any
                                         such proceedings or claim.



 


		11.14	The
                                         Confidential Information and all information that is of a type that EIPRL could reasonably
                                         have been expected to maintain confidential has been kept secret and is under EIPRL’s
                                         lawful possession and under its sole control.



 






    55 


     


    

 


		11.15	EIPRL
                                         has not disclosed or permitted, agreed to, undertaken or arranged the disclosure to any
                                         person other than the Buyer of any Confidential Information or information that is of
                                         a type that EIPRL could reasonably have been expected to maintain confidential (including
                                         but not limited to any unpublished or confidential Business IPR (including but not limited
                                         to the source code of any computer software owned by EIPRL) and EIPRL is not obliged
                                         to make any such disclosure, except properly and in the ordinary course of business and
                                         pursuant to a written obligation of confidence that is valid and enforceable).



 


		11.16	EIPRL
                                         is not party to any confidentiality agreement or other agreement, obligation or duty
                                         other than a statutory duty that imposes on it a material restriction on the use of or
                                         disclosure of any information in its possession.



 


		12	Data
                                         Protection



 


		12.1	EIPRL
                                         complies with and has not breached the Data Protection Legislation.



 


		12.2	EIPRL
                                         has not received a notice, letter or complaint from the Information Commissioner’s
                                         Office.



 


		12.3	EIPRL
                                         has complied with all requests from the subjects of the Personal Data for access, changes
                                         to or deletions of the Personal Data and no such requests are outstanding.



 


		13	Litigation



 


		13.1	Apart
                                         from the collection of debts in the ordinary course of the business neither EIPRL nor
                                         any person for whose acts EIPRL may be contractually or vicariously liable is engaged
                                         in any capacity in any litigation, arbitration, prosecution or other legal proceedings
                                         or in any proceedings or hearings before, nor has been the subject of any investigation
                                         or inquiry by any statutory, governmental, administrative or regulatory body, department,
                                         board or agency; no such matters are pending or threatened; and the Seller is not aware
                                         of any circumstances which are likely to give rise to any such matter.



 


		13.2	There
                                         is no outstanding judgment, order, decree, arbitral award or decision of any court, tribunal,
                                         arbitrator or governmental agency against EIPRL or any person for whose acts EIPRL may
                                         be contractually or vicariously liable.



 






    56 


     


    

 


		13.3	EIPRL
                                         is not a party to any subsisting undertaking given to any court or third party arising
                                         out of any proceedings of the kind described in paragraph 13.1.



 


		14	Anti-bribery
                                         and corruption



 


		14.1	EIPRL
                                         is not nor has it at any time engaged in any activity, practice or conduct which would
                                         constitute an offence under the Bribery Act 2010 or under any other applicable anti-bribery
                                         and corruption laws or regulations.



 


		14.2	So
                                         far as the Seller is aware no Associated Person of EIPRL has bribed another person (within
                                         the meaning given in section 7(3) of the Bribery Act 2010) intending to obtain or retain
                                         business or an advantage in the conduct of business for EIPRL and EIPRL has in place
                                         adequate procedures in line with the guidance published by the Secretary of State under
                                         section 9 of the Bribery Act 2010 designed to prevent its Associated Persons from undertaking
                                         any such conduct.



 


		14.3	Neither
                                         EIPRL nor any of its Associated Persons is or has been the subject of any investigation,
                                         inquiry or enforcement proceedings by any governmental, administrative or regulatory
                                         body regarding any offence or alleged offence under the Bribery Act 2010 so far as the
                                         Seller is aware, and no such investigation, inquiry or proceedings have been threatened
                                         or are pending and there are no circumstances likely to give rise to any such investigation,
                                         inquiry or proceedings.



 


		14.4	EIPRL
                                         is not ineligible to be awarded any contract or business under section 23 of the Public
                                         Contracts Regulations 2006 or section 26 of the Utilities Contracts Regulations 2006
                                         (each as amended).



 


		15	Insolvency



 


		15.1	No
                                         order has been made and no resolution has been passed for the winding up of EIPRL or
                                         for a provisional liquidator to be appointed in respect of EIPRL and no petition has
                                         been presented and no meeting has been convened for the purpose of winding up EIPRL and
                                         EIPRL has not been a party to any transaction which could be avoided in a winding up.



 


		15.2	No
                                         administrator has been appointed by court order or any other means in respect of EIPRL,
                                         no notice has been served of an intention to appoint an administrator in respect of EIPRL
                                         and no petition for such an order has been presented in respect of EIPRL.



 






    57 


     


    

 


		15.3	No
                                         receiver (which expression shall include an administrative receiver) has been appointed
                                         in respect of EIPRL or in respect of all or any part of its assets.



 


		15.4	No
                                         voluntary arrangement has been proposed under Part 1 Insolvency Act 1986 in respect of
                                         EIPRL and EIPRL has not made or proposed any arrangement or composition with its creditors
                                         or any class of them.



 


		15.5	EIPRL
                                         is not insolvent, is not unable to pay and does not have no reasonable prospect of being
                                         able to pay its debts, within the meaning of section 123 Insolvency Act 1986, and has
                                         not received a written demand pursuant to section 123(a) Insolvency Act 1986 or stopped
                                         paying its debts as they fall due.



 


		15.6	No
                                         distress, execution or other process has been levied in respect of any asset of EIPRL.



 


		15.7	No
                                         composition in satisfaction of the debts of EIPRL or scheme of arrangement of its affairs
                                         or compromise or arrangement between it and its creditors and/or members or any class
                                         of its creditors and/or members has been proposed, sanctioned or approved.



 


		15.8	No
                                         unsatisfied judgement is outstanding against EIPRL.



 


		15.9	No
                                         guarantee, loan capital, borrowed money or interest is overdue for payment and no other
                                         obligation or indebtedness is outstanding which is substantially overdue for performance
                                         or payment.



 


		15.10	No
                                         circumstances have arisen which are likely to result in:



 


		15.10.1	a
                                         transaction to which EIPRL is a party being set aside; or



 


		15.10.2	a
                                         third party claim involving any asset owned or used by EIPRL being made under section
                                         238 or 339 (Transactions at an undervalue) or sections 239 or 340 (Preferences) Insolvency
                                         Act 1986.



 


		15.11	No
                                         disqualification order has at any time been made pursuant to the provisions of the Company
                                         Directors Disqualification Act 1986 against any former or current officer of EIPRL.



 






    58 


     


    

 


		16	Competition



 


		16.1	EIPRL
                                         is not engaged in any agreement, arrangement, practices or conduct which would amount
                                         to an infringement of Competition Law of any jurisdiction in which any Group EIPRL conducts
                                         business.



 


		16.2	EIPRL
                                         has not received notice that it is the subject of any investigation, inquiry or proceedings
                                         by the Office of Fair Trading, the Competition Commission or the European Commission
                                         in connection with any actual or alleged infringement of Competition Law.



 


		16.3	No
                                         such investigation, inquiry or proceedings as are mentioned in paragraph 16.2 have been
                                         threatened or are pending and so far as the Seller are aware there are no circumstances
                                         likely to give rise to any such investigation, inquiry or proceedings.



 




    59 


     


    

 


Schedule
5


 


Taxation


 


Part
A


 


Definitions
and interpretation


 


		1	In
                                         this Schedule the following words and expressions shall (unless the context otherwise
                                         requires) have the following meanings:



 


“Accounts
Relief” means:


 


		(a)	any
                                         Relief that has been taken into account in computing (and so reducing or eliminating)
                                         any provision for deferred tax in the Accounts or which, but for such Relief, would have
                                         appeared in the Accounts; and



 


		(b)	any
                                         Relief that has been shown as an asset in the Accounts;



 


“Buyer’s
Relief” means:


 


		(c)	any
                                         Post-Completion Relief;



 


		(d)	any
                                         Relief arising to any member of the Buyer’s Tax Group (other than EIPRL) at any
                                         time; and



 


		(e)	any
                                         Accounts Relief;



 


“Buyer’s
Tax Group” means the Buyer and any company in the same group of companies as the Buyer for any Tax purpose (other than
EIPRL);


 


“CAA
2001” means the Capital Allowances Act 2001;


 


“CTA
2009” means the Corporation Tax Act 2009;


 


“CTA
2010” means the Corporation Tax Act 2010;


 


“Event”
includes any event, occurrence, transaction, act or omission (or any deemed event, occurrence, transaction, act or omission) including
for the avoidance of doubt the making of this Agreement and Completion, and any reference to an Event occurring on or before a
particular date shall include Events which for Tax purposes are deemed to have or are regarded as having occurred on or before
that date;


 






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“FA”
followed by a year means the Finance Act of that year or where there was more than one, “FA” followed
by a number in brackets and a year shall be construed accordingly;


 


“ICTA
1988” means the Income and Corporation Taxes Act 1988;


 


“IHTA
1984” means the Inheritance Tax Act 1984;


 


“ITA
2007” means the Income Tax Act 2007;


 


“ITTOIA
2005” means the Income Tax (Trading and Other Income) Act 2005;


 


“ITEPA
2003” means the Income Tax (Earnings and Pensions) Act 2003;


 


“loss”
means, in relation to a Relief, the reduction, modification, claw-back, counteraction, disallowance, non-existence, non-availability,
cancellation of or failure to obtain all or part of that Relief, and “lost” shall be construed accordingly;


 


“PAYE”
means the mechanism prescribed by United Kingdom legislation relating to Tax for the collection of Tax to which Part 11 ITEPA
2003 and associated regulations apply;


 


“Post-Completion
Relief” means any Relief which arises in consequence of or by reference to an Event occurring or deemed to occur after
Completion;


 


“Relevant
Person” means the Seller and any person which is or has been in the same group of companies as the Seller for any Tax
purpose or otherwise connected or associated with the Seller at any time (other than EIPRL);


 


“Relief”
means any loss, relief, allowance, exemption, set-off, deduction, credit or other relief from or relating to any Tax or to the
computation of income, profits or gains for the purposes of any Tax and any right to any repayment of or in respect of Tax;


 


“Retained
Company” means the Seller and any company, other than EIPRL, that may be treated for the purposes of any Tax as being,
or as having at any time been, either a member of the same group of companies as the Seller or otherwise associated with the Seller;


 






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“Saving”
means the amount by which any Tax Liability of EIPRL which has resulted in a payment having become due from the Seller under this
Schedule has given rise to a Relief for the Buyer, EIPRL or any member of the Buyer’s Tax Group;


 


“Seller’s
Relief” means any Relief other than a Buyer’s Relief;


 


“Tax”
means any form of tax, charge in the nature of or in respect of tax, duty, impost, levy, tariff, withholding or other amount (including
amounts due under PAYE, national insurance or social security contributions but excluding rates and other local authority taxes)
whatsoever whenever created or imposed and whether of the United Kingdom or elsewhere, payable to or imposed by any Tax Authority
and any fine, penalty, surcharge or interest relating to such tax or to its collection or administration;


 


“Tax
Authority” means HM Revenue & Customs, or any other revenue, customs, fiscal, governmental, statutory, state, provincial,
local governmental or municipal authority, body or person competent to assess, demand, impose, administer or collect Tax, whether
of the United Kingdom or elsewhere;


 


“Tax
Covenant Claim” means a claim by the Buyer under the covenant given by the Seller in Part C of this Schedule;


 


“Tax
Demand” means any claim, assessment, self-assessment, notice, demand, letter or other document issued or any action
taken by or on behalf of any Tax Authority or by EIPRL whether before or after the date of this Agreement from which it appears
that EIPRL is subject to, or is sought to be made subject to, or might become subject to, any Tax Liability or is denied or is
sought to be denied any Relief;


 


“Tax
Liability” means:


 


		(f)	a
                                         liability to make an actual payment of Tax whether or not such Tax is also or alternatively
                                         chargeable against or attributable to any other person and whether or not such Tax has
                                         been discharged prior to Completion, in which case the amount of the Tax Liability shall
                                         be the amount of the actual payment;



 






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		(g)	the
                                         loss of all or any part of an Accounts Relief within paragraph (a) of the definition
                                         of that term, in which case the amount of the Tax Liability will be the amount of Tax
                                         which would (on the basis of Tax rates current at the date of Completion) have been saved
                                         but for such loss, on the assumption that there are sufficient profits against which
                                         to set the Accounts Relief, or where the Relief is the right to repayment of Tax or to
                                         a payment in respect of Tax, the amount of the repayment or payment;



 


		(h)	the
                                         loss of all or part of an Accounts Relief within paragraph (b) of the definition of that
                                         term, in which case the amount of the Tax Liability shall be equal to the amount of the
                                         reduction that there would have been in the value of the asset had the loss been known
                                         about when the Accounts were prepared;



 


		(i)	the
                                         use or setting off of any Buyer’s Relief in circumstances where, but for such use
                                         or set off, EIPRL would have had a liability to make a payment of or in respect of Tax
                                         for which the Buyer would have been able to make a Tax Covenant Claim, in which case,
                                         the amount of the Tax Liability shall be the amount of Tax for which the Seller would
                                         have been liable but for such use or set off; and



 


		(j)	any
                                         liability of EIPRL to make a payment pursuant to an indemnity, guarantee or covenant
                                         entered into before Completion under which EIPRL has agreed to meet or pay a sum equivalent
                                         to or by reference to another person’s Tax liability, in which case the Tax Liability
                                         shall be equal to the amount of the liability;



 


“Tax
Statute” means any primary or secondary statute, instrument, enactment, order, law, by-law or regulation making any
provision for or in relation to Tax;


 


“TCGA
1992” means the Taxation of Chargeable Gains Act 1992;


 


“VAT”
means:


 


		(k)	within
                                         the European Union, any tax imposed by any Member State in conformity with the Directive
                                         of the Council of the European Union on the common system of value added tax (2006/112/EC);
                                         and



 






    63 


     


    

 


		(l)	outside
                                         the European Union, any tax corresponding to, or substantially similar to, the common
                                         system of value added tax referred to in paragraph (a) of this definition,



 


and
(whether or not the United Kingdom is a member of the European Union) VAT includes the tax as currently constituted by the VATA
and any other tax imposed in addition or in substitution for it at the rate from time to time imposed;


 


“VATA
1994” means the Value Added Tax Act 1994; and


 


“VAT
Group” means any group of companies for the purposes of section 43 VATA 1994 of which EIPRL is or has been a member
on or before Completion.


 


		2	For
                                         the purposes of this Schedule, an Event occurring in the ordinary course of business
                                         of EIPRL shall not include the following:



 


		2.1	any
                                         distribution (within the meaning of Part 23 CTA 2010 or Chapters 3, 4 or 5 Part 4 ITTOIA
                                         2005) or deemed distribution;



 


		2.2	the
                                         disposal or acquisition of any asset (including trading stock) or the supply or obtaining
                                         of any service or business facility of any kind (including a loan of money or the letting,
                                         hiring or licensing of any tangible or intangible property) in circumstances where the
                                         consideration (if any) actually received or given by EIPRL for such disposal, acquisition,
                                         supply or obtaining is different from the consideration deemed to have been received
                                         for any Tax purpose;



 


		2.3	any
                                         Event which gives rise to a Tax Liability in respect of deemed (as opposed to actual)
                                         income, profits, or gains;



 


		2.4	EIPRL
                                         ceasing, or being deemed to cease, to be a member of any group of companies or associated
                                         with any other company for any Tax purpose;



 


		2.5	any
                                         Event which gives rise to a Tax Liability under Chapters 2B or 2C Part 14 ITA 2007, or
                                         Part 7A TCGA 1992 (UK representatives of non-UK residents);



 


		2.6	any
                                         Event which gives rise to a Tax Liability primarily chargeable against or attributable
                                         to any other person;



 


		2.7	any
                                         scheme, arrangement or transaction which had as its main objects or one of its main objects
                                         the avoiding or reducing or deferring of a Tax Liability;



 






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		2.8	the
                                         creation, cancellation or reorganisation of any share or loan capital of EIPRL on or
                                         before Completion;



 


		2.9	any
                                         failure by the Company to deduct Tax from a payment where required to do so by law or
                                         the failure to account to the appropriate Tax Authority for any such Tax;



 


		2.10	any
                                         Event which gives rise to any fine, penalty, surcharge, interest or other imposition
                                         relating to any Tax.



 


		3	Words
                                         and phrases which are defined or referred to in or for the purposes of Tax Statutes have
                                         the same meanings in this Schedule unless otherwise expressly defined in this Schedule.



 


		4	Any
                                         reference to a “Part” is (except where the context requires otherwise)
                                         to a part of this Schedule and any reference to a paragraph contained within any Part
                                         of this Schedule is (except where the context requires otherwise) to a paragraph of that
                                         Part.



 


		5	Any
                                         stamp duty which is charged on any document or, in the case of a document which is outside
                                         the UK, any stamp duty which would be charged on the document if it were brought into
                                         the UK, which is necessary to establish the title of EIPRL to any asset, and any interest,
                                         fine or penalty relating to such stamp duty, shall be deemed to be a liability of EIPRL
                                         to make an actual payment of Tax in consequence of an Event arising on the last day on
                                         which it would have been necessary to pay such stamp duty in order to avoid any liability
                                         to interest or penalties arising on it.



 




    65 


     


    

 


Part
B


 


Tax
Warranties


 


		1	Returns,
                                         notices and records



 


		1.1	EIPRL
                                         has in the six years prior to the date of this Agreement duly, and within any applicable
                                         time limits, made all returns, computations, assessments, claims and elections, given
                                         all notices and supplied all other information required by law to be supplied to all
                                         relevant Tax Authorities. All such information, returns, computations, assessments, claims,
                                         elections and notices were and, so far as the Seller is aware, remain complete and accurate
                                         in all material respects and none of them is or, so far as the Seller is aware, is likely
                                         to be the subject of any material dispute with any Tax Authority.



 


		1.2	EIPRL
                                         maintains complete and accurate records, invoices and other information in relation to
                                         Tax that meet all legal requirements and enable the Tax liabilities and Tax reliefs of
                                         EIPRL to be calculated accurately in all material respects.



 


		1.3	The
                                         Disclosure Letter contains details of all concessions, agreements and arrangements that
                                         EIPRL has entered into with a Tax Authority.



 


		1.4	The
                                         Accounts make full provision or reserve within generally accepted accounting principles
                                         for all Tax for which EIPRL is accountable at that date. Proper provision has been made
                                         and shown in the Accounts for deferred tax in accordance with generally accepted accounting
                                         principles.



 


		2	Payment
                                         of Tax, deductions on account of Tax



 


		2.1	All
                                         Tax for which EIPRL is liable to account and in respect of which the due date arose before
                                         Completion has been paid to the applicable Tax Authority.



 


		2.2	EIPRL
                                         is not liable, and has not within three years prior to the date of this Agreement, been
                                         liable to pay any penalty, fine, surcharge or interest in connection with any Tax or
                                         the administration of any Tax.



 


		2.3	EIPRL
                                         has within the six years prior to the date of this Agreement made all deductions and
                                         retentions of or on account of Tax as it was or is obliged by law to make and all such
                                         payments of or on account of Tax as should by law have been made to any Tax Authority
                                         in respect of such deductions or retentions.



 






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		3	Disputes,
                                         investigation



 


		3.1	EIPRL
                                         is not, nor has within the six years prior to the date of this Agreement been, involved
                                         in any dispute with any Tax Authority.



 


		3.2	No
                                         Tax Authority is at present conducting any review, audit or investigation into the business
                                         or affairs of the Company or any aspect of them and, so far as the Seller is aware, no
                                         circumstances exist that are likely to give rise to any such review, audit or investigation.



 


		4	Secondary
                                         liability, Agency etc



 


		4.1	No
                                         event has occurred and no circumstances exist which may result in EIPRL becoming liable
                                         to pay or bear a Tax liability directly or primarily chargeable against or attributable
                                         to another person, firm or company.



 


		4.2	EIPRL
                                         is not nor has, within the six years prior to the date of this Agreement, been liable
                                         for any Tax as the agent of any other person or business and does not constitute a permanent
                                         establishment of any other person, business or enterprise for any Tax purposes.



 


		5	Close
                                         Company / Inheritance Tax



 


		5.1	EIPRL
                                         is not a close investment-holding company within the meaning of section 34 CTA 2010 for
                                         financial years before the financial year commencing 1 April 2015.



 


		5.2	EIPRL
                                         is not liable to Tax under the provisions of Part 10 CTA 2010 (close companies).



 


		5.3	No
                                         transfer of value has been made to or by EIPRL within the meaning of IHTA 1984.



 


		5.4	Neither
                                         the assets owned by nor the shares of EIPRL are subject to an outstanding Inland Revenue
                                         charge as defined in section 237 IHTA 1984 (imposition of charge).



 


		5.5	No
                                         circumstances exist, or but for section 204(6) IHTA 1984 (contingent liability of transferee
                                         for unpaid capital transfer tax or inheritance tax) would exist, such that a power of
                                         sale could be exercised in relation to any assets or shares of EIPRL pursuant to section
                                         212 IHTA 1984 (powers to raise tax).



 






    67 


     


    

 


		6	Capital
                                         gains



 


		6.1	EIPRL
                                         does not own any asset in relation to which the consideration treated as provided for
                                         the purposes of TCGA 1992 has been reduced below the consideration actually given for
                                         the acquisition of that asset by reason of a claim made under section 152 to 155 TCGA
                                         1992 or under section 175 TCGA 1992.



 


		6.2	The
                                         book value shown in, or adopted for the purposes of, the Accounts as the value of each
                                         of the assets of EIPRL, on the disposal of which a chargeable gain or allowable loss
                                         could arise, does not exceed the amount which on a disposal of such asset at the date
                                         of this Agreement would be deductible, in each case, disregarding any statutory right
                                         to claim any allowance or relief other than amounts deductible under section 38 TCGA
                                         1992.



 


		6.3	Details
                                         of all capital losses available for carry-forward by EIPRL are set out in the Disclosure
                                         Letter.



 


		7	Notifiable
                                         arrangements



 


		7.1	EIPRL
                                         has not entered into any notifiable arrangements for the purposes of Part 7 FA 2004,
                                         any notifiable contribution arrangement for the purpose of the National Insurance Contribution
                                         (Application of Part 7 of the Finance Act 2004) Regulations 2007 or any notifiable schemes
                                         for the purposes of Schedule 11A VATA 1994.



 


		7.2	EIPRL
                                         has not been a party to, or has otherwise been involved in, any transaction, scheme or
                                         arrangement designed wholly or mainly or containing steps or stages having no commercial
                                         purpose and designed wholly or mainly for the purpose of avoiding or deferring Tax or
                                         reducing a liability to Tax or amounts to be accounted for under PAYE.



 


		8	International



 


		8.1	EIPRL
                                         is and has at all times been resident for Tax purposes in the United Kingdom and is not
                                         and has not been treated as resident in any other jurisdiction for any Tax purposes (including
                                         under any double taxation agreement).



 






    68 


     


    

 


		8.2	EIPRL
                                         does not have and has not had in the period of three years ending on the date of this
                                         Agreement any branch, agent or permanent establishment (within the meaning of the OECD
                                         Model Double Taxation Agreement) outside the United Kingdom.



 


		9	VAT1



 


		9.1	In
                                         relation to VAT:



 


9.1.1       EIPRL
is registered for the purposes of VATA 1994 under the registration number specified in the Disclosure Letter, has been so registered
at all times that it has been required to be registered, and no such registration is subject to any special conditions imposed
by or agreed with the relevant Tax Authority;


 


9.1.2       EIPRL
is not and has never been treated as a member of a group for the purposes of section 43 VATA 1994 (groups of companies), and has
not applied for such treatment;


 


9.1.3       no
asset of EIPRL is a capital item in respect of which the input tax reclaimed may be subject to adjustment in accordance with the
provisions of Part XV of the Value Added Tax Regulations 1995;


 


9.1.4       neither
EIPRL nor any “relevant associate” of EIPRL (within paragraph 3 Schedule 10 VATA 1994) has made an option to tax under
Part 1 Schedule 10 VATA 1994 in respect of any land or buildings in respect of which any Group Company holds any interest or right;


 


9.1.5       EIPRL
has not registered, and is not required to register, for the purposes of value added tax or any similar sales or turnover tax
in any jurisdiction other than the United Kingdom.


 


		10	R&D



 


		10.1	Any
                                         claim for an R&D tax credit under sections 1054 to 1060 CTA 2009 (Tax relief for
                                         expenditure on research and development) by EIPRL has been properly and validly made.



 





 



 


1
  KLG Tax note: Mills & Reeve to revise to reflect EIPRL VAT group arrangements.


 






    69 


     


    

 


		11	Employees



 


		11.1	The
                                         Disclosure Letter contains details of all schemes established in relation to EIPRL approved
                                         by HMRC under Schedules 2, 3 and 4 to ITEPA 2003 or notified to HMRC as meeting the relevant
                                         statutory requirements (“Tax-advantaged Schemes”). HMRC’s approval
                                         was not, before 6 April 2014, withdrawn in respect of any Tax-advantaged Scheme for which
                                         approval had previously been given, and so far as the Seller is aware no circumstances
                                         have arisen under which a Tax-advantaged Scheme may cease to meet the relevant statutory
                                         requirements.



 


		11.2	So
                                         far as the Seller is aware, no circumstances have arisen in relation to any option granted
                                         by EIPRL under the provisions of Schedule 5 ITEPA 2003 which would constitute a disqualifying
                                         event in relation to that option for the purposes of chapter 9 Part 7 ITEPA 2003.



 


		11.3	The
                                         Disclosure Letter contains details of any payments or loans made to, any assets made
                                         available or transferred to, or any assets earmarked, however informally, for the benefit
                                         of, any employee or former employee (or anyone linked with such employee or former employee)
                                         of EIPRL by an employee benefit trust or another third party, falling within the provisions
                                         of Part 7A ITEPA 2003 and details of any trust or arrangement capable of conferring such
                                         a benefit.



 


		11.4	There
                                         are no trusts or other arrangements in place, whether funded or established by EIPRL
                                         or of which the Seller is aware, under which any employees or former employees of EIPRL
                                         or any persons associated with such employees or former employees can obtain a benefit
                                         in any form.



 


		12	Stamp
                                         Taxes



 


		12.1	All
                                         documents which are necessary to establish the title of EIPRL to any asset and which
                                         attract stamp or transfer duty in the United Kingdom or elsewhere have been duly stamped
                                         and any applicable stamp duties or similar duties or charges in respect of such documents
                                         have been duly accounted for and paid.



 


		12.2	The
                                         sale of the Shares at Completion will not give rise to the withdrawal of relief from
                                         stamp duty or stamp duty land tax where such relief was given or claimed in respect of
                                         a transaction entered into by EIPRL on or before Completion.



 






    70 


     


    

 


		12.3	EIPRL
                                         has duly, and within any applicable time limits, submitted to HM Revenue & Customs
                                         all necessary land transaction returns and paid any stamp duty land tax that has become
                                         due and EIPRL will not be required to submit any additional land transaction returns
                                         or pay any additional stamp duty land tax in respect of land transactions the effective
                                         date of which falls on or fell before the Completion Date.



 


		13	Capital
                                         allowances



 


EIPRL
has not claimed first-year tax credits within the meaning of Schedule A1 to CAA 2001, business renovation allowances under Part
3A of CAA 2001, flat conversion allowances under Part 4A of CAA 2001 or owned at the Accounts Date any asset which, if disposed
of at the date of this Agreement for consideration equal to its net book value as included in the Accounts, would give rise to
a balancing charge or clawback of allowances.


 


		14	Distributions
                                         and other payments



 


		14.1	No
                                         distribution or deemed distribution, within the meaning of section 1000 or sections 1022
                                         to 1027 of CTA 2010, has been made (or will be deemed to have been made) by EIPRL, except
                                         dividends shown in the Accounts, and EIPRL is not bound to make any such distribution.



 


		14.2	EIPRL
                                         has not, within the six years prior to the date of this Agreement, been engaged in, or
                                         been a party to, any of the transactions set out in Chapter 5 of Part 23 of CTA 2010
                                         (demergers).



 


		15	Loan
                                         relationships



 


		15.1	All
                                         financing costs, including interest, discounts and premiums payable by EIPRL in respect
                                         of its loan relationships within the meaning of section 302 of CTA 2009 are eligible
                                         to be brought into account by EIPRL as a debit for the purposes of Part 5 of CTA 2009
                                         at the time, and to the extent that such debits are recognised in the statutory accounts
                                         of EIPRL.



 


		16	Groups
                                         of companies



 


		16.1	Except
                                         as provided in the Accounts, EIPRL is not, nor will be, obliged to make or be entitled
                                         to receive any payment for the surrender of group relief as defined in section 183 of
                                         CTA 2010 in respect of any period ending on or before Completion, or any payment for
                                         the surrender of the benefit of an amount of advance corporation tax or any repayment
                                         of such a payment.



 






    71 


     


    

 


		16.2	EIPRL
                                         has not entered into, or agreed to enter into, an election pursuant to sections 171A
                                         of TCGA 1992, paragraph 16 of Schedule 26 to FA 2008, or section 792 of CTA 2009 (or
                                         paragraph 66 of Schedule 29 to FA 2002).



 


		16.3	Neither
                                         the execution nor completion of this Agreement, nor any other event since the Accounts
                                         Date, will result in any chargeable asset being deemed to have been disposed of and re-acquired
                                         by EIPRL for Tax purposes or to the clawback of any relief previously given.



 


		16.4	EIPRL
                                         has never been party to any arrangements pursuant to sections 59F of the Taxes Management
                                         Act 1970 (group payment arrangements).



 


		17	Transfer
                                         pricing



 


		17.1	All
                                         transactions or arrangements made by EIPRL have been made on arm’s length terms
                                         and the processes by which prices and terms have been arrived at have, in each case,
                                         been fully documented. No notice, enquiry or adjustment has been made or, so far as the
                                         Seller is aware, is likely to be made by any Tax Authority in connection with any such
                                         transactions or arrangements.



 


		18	Construction
                                         Industry Scheme



 


		18.1	EIPRL
                                         is not required to register as a Contractor under the provisions of section 59 of FA
                                         2004 and the expenditure incurred by EIPRL on construction, refurbishment and fitting-out
                                         works in each of the three years ending on the date of this Agreement is less than £1
                                         million.



 




    72 


     


    

 


Part
C


 


Tax
Covenant


 


		1	Covenant
                                         by the Seller



 


		1.1	The
                                         Seller hereby covenants with the Buyer to pay to the Buyer an amount or amounts equal
                                         to:



 


		1.1.1	any
                                         Tax Liability of EIPRL arising:



 


		(i)	as
                                         a result of, in respect of or by reference to any Event occurring or deemed for the purposes
                                         of any Tax to occur on or before Completion; or



 


		(ii)	as
                                         a result of, in respect of, or by reference to any income, profits or gains earned or
                                         received or deemed for the purposes of any Tax to have been earned or received on or
                                         before or in respect of any period ending on or before the Completion Date; or



 


		(iii)	in
                                         circumstances where such Tax Liability would not have arisen but for the failure of any
                                         Relevant Person to pay any Tax for which such Relevant Person is primarily liable;



 


		1.1.2	any
                                         Tax Liability of EIPRL or the Buyer in respect of inheritance tax which:



 


		(i)	arises
                                         as a result of a transfer of value occurring or being deemed to occur on or before Completion
                                         (whether or not in conjunction with the death of any person whensoever occurring);



 


		(ii)	has
                                         given rise at Completion to a charge on any of the Sale Shares or assets of EIPRL; or



 


		(iii)	gives
                                         rise after Completion to a charge on any of the Sale Shares in or assets of EIPRL as
                                         a result of the death of any person within seven years of a transfer of value which occurred
                                         before Completion;



 






    73 


     


    

 


PROVIDED
THAT in determining for the purposes of this Part C whether a charge on or power to sell, mortgage or charge any of the shares
or assets of EIPRL exists at any time or whether there is a liability for inheritance tax, the fact that any Tax is not yet payable
or may be paid by instalments shall be disregarded and such Tax shall be treated as becoming due and the charge or power to sell,
mortgage or charge as arising on the date of the transfer of value or other Event on or in respect of which it becomes payable
or arises;


 


		1.1.3	any
                                         Tax Liability of EIPRL or the Buyer which arises as a result of any Event which occurs
                                         after Completion pursuant to a legally binding obligation (whether or not conditional)
                                         entered into by EIPRL on or before Completion otherwise than in the ordinary course of
                                         business;



 


		1.1.4	any
                                         Tax Liability of EIPRL being:



 


		(i)	Employer
                                         Class 1 national insurance contributions (secondary) (together with any interest, fines
                                         and penalties); or



 


		(ii)	Employee
                                         Class 1 national insurance contributions (primary) and income tax (in each case together
                                         with any interest fines and penalties)



 


arising
at any time:


 


		(A)	in
                                         respect of the grant, exercise, surrender, exchange or other disposal of an option or
                                         other right to acquire securities where the grant of the option or other right to acquire
                                         the security occurred on or before Completion; or



 


		(B)	in
                                         respect of any acquisition, vesting, holding, variation or disposal of employment-related
                                         securities (as defined for the purposes of Part 7 ITEPA 2003) or any equivalent securities
                                         legally or beneficially held by individuals who are resident for Tax purposes outside
                                         the UK, where the acquisition of the security occurred on or before Completion; or



 






    74 


     


    

 


		(C)	in
                                         connection with or as a result of any part of the AQM Consideration Shares or the consideration
                                         for the ETL Option being treated as employment income;



 


		1.1.5	any
                                         Tax Liability that arises at any time under Part 7A ITEPA 2003 where the arrangement
                                         within section 554A ITEPA 2003 giving rise to the charge was entered into by EIPRL, ETL
                                         or the Seller (or anyone acting on their instructions) on or before Completion; and



 


		1.1.6	any
                                         reasonable costs and expenses properly incurred by the Buyer or EIPRL in connection with
                                         any such liability as is referred to in any of paragraphs 1.1.1 to 1.1.5 inclusive, any
                                         other liability in respect of which the Seller is liable under this Schedule 5 or taking
                                         or defending any action under this Schedule 5.



 


		2	Gross-up



 


		2.1	All
                                         sums payable under this Part C or in respect of a breach of the Warranties shall be paid
                                         free and clear of all deductions or withholdings unless the deduction or withholding
                                         is required by law, in which event the payer shall pay such additional amount as shall
                                         be required to ensure that the net amount received by the payee will equal the full amount
                                         which would have been received by it under this Part C or in respect of a breach of the
                                         Warranties had no such deduction or withholding been required to be made.



 


		2.2	If
                                         any Tax Authority brings into charge to Tax any sum paid under this Part C or in respect
                                         of a breach of the Warranties, then the payer shall pay such additional amount as shall
                                         be required to ensure that the total amount paid, less the Tax chargeable on such amount
                                         is equal to the amount that would otherwise be payable under this Part C or in respect
                                         of a breach of the Warranties.



 


		2.3	To
                                         the extent that any deduction, withholding or Tax in respect of which an additional amount
                                         has been paid under paragraphs 2.1 or 2.2 of this Part C results in the payee obtaining
                                         a Relief (reasonable endeavours having been used to obtain such Relief), the payee shall
                                         pay to the payer, within 14 days of obtaining the benefit of utilising such Relief, an
                                         amount equal to the lesser of the value of the Relief obtained and the additional sum
                                         paid under paragraph 2.1 or 2.2.



 






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		2.4	If
                                         the Buyer would, but for the availability of a Buyer’s Relief, or the Seller would,
                                         but for the availability of a Seller’s Relief, incur a Tax liability falling within
                                         paragraphs 2.2, the Buyer or the Seller (as the case may be) shall be deemed for the
                                         purposes of that paragraph to have incurred and paid that liability.



 


		2.5	Paragraphs
                                         2.1 and 2.2 of this Part C shall not apply to the extent that the deduction, withholding
                                         or Tax would not have arisen but for:



 


		2.5.1	a
                                         change in law after Completion; or



 


		2.5.2	an
                                         assignment by the payee of any of its rights under this Agreement.



 


		2.6	No
                                         additional payment shall be required under either paragraphs 2.1 or 2.2 to the extent
                                         that the relevant deducting withholding or Tax has already been taken account in respect
                                         of, and has accordingly increased, the amount payable in respect of any Claim for breach
                                         of Warranty.



 


		3	Payment



 


		3.1	Where
                                         any amount is required to be paid by the Seller under this Schedule the due date for
                                         the making of that payment in cleared funds shall be the date falling five (5) business
                                         days after the date on which the Buyer has notified the Seller of the amount of the payment
                                         required to be made or, if later:



 


		3.1.1	in
                                         the case of a Tax Liability that involves an actual payment of or in respect of Tax or
                                         in the case of a Tax Liability within paragraph (e) of the definition, on or before the
                                         fifth business day prior to the last date on which the payment of Tax or the Tax Liability
                                         in question may be paid (if appropriate, to the relevant Tax Authority) in order to avoid
                                         incurring a liability to interest or a charge fine or penalty in respect of that Tax
                                         Liability;



 


		3.1.2	in
                                         the case of the loss of a right to repayment of Tax ,which is a Tax Liability within
                                         paragraph (c) of the definition, or the set off of a right to repayment of Tax, the date
                                         on which the repayment would have been received but for such loss or set off; or



 






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		3.1.3	in
                                         the case of the set off of a Relief (other than a right to repayment of Tax), which is
                                         a Tax Liability within paragraph (d) of the definition, the last date on which, but for
                                         the set off, the Tax Liability which would have been payable could have been paid to
                                         the relevant Tax Authority in order to avoid incurring a liability to interest or a charge
                                         fine or penalty in respect of that Tax Liability; or



 


		3.1.4	in
                                         the case of the loss of an Accounts Relief (other than a right to repayment of Tax),
                                         the earlier of:



 


		(i)	the
                                         period in which the loss of the Accounts Relief gives rise to an actual Tax Liability;
                                         or



 


		(ii)	the
                                         period in which the loss of the Accounts Relief occurs.



 


		4	Buyer’s
                                         Covenants



 


		4.1	The
                                         Buyer hereby covenants with the Seller (for itself and/or, in the case of paragraphs
                                         4.1.2 and 4.1.3 below, as trustee for the relevant Retained Company or director of a
                                         Retained Company) to pay to the Seller an amount equal to:



 


		4.1.1	any
                                         liability for Tax of the Seller arising pursuant to Chapter 6 Part 14 CTA 2010 (recovery
                                         of unpaid corporation tax) in respect of Tax arising as a result of or attributable to
                                         or by reference to the activities of EIPRL prior to Completion;



 


		4.1.2	any
                                         liability or increased liability to Tax of any Retained Company which arises as a result
                                         of or by reference to any reduction or disallowance of group relief that would otherwise
                                         have been available to the Retained Company where and to the extent that such reduction
                                         or disallowance occurs as a result of or by reference to:



 


		(i)	any
                                         total or partial withdrawal effected by EIPRL after Completion of any surrender of group
                                         relief that was submitted by EIPRL to HM Revenue & Customs on or before Completion
                                         in respect of any accounting period ended on or before the Accounts Date; or



 


		(ii)	any
                                         total or partial disclaimer made by EIPRL after Completion of any capital allowances
                                         available to EIPRL in respect of any accounting period ended on or before the Accounts
                                         Date,



 






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save
where any such withdrawal or disclaimer is made at the express written request of the Seller;


 


		4.1.3	any
                                         liability or increased liability to Tax of any Retained Company or any director of a
                                         Retained Company which arises as a consequence of or by reference to any of the following
                                         occurring or being deemed to occur at any time after Completion:



 


		(i)	the
                                         disposal by EIPRL or any company in the Buyer’s Tax Group of any asset or of any
                                         interest in or right over any asset;



 


		(ii)	the
                                         making by EIPRL or any company in the Buyer’s Tax Group of any such payment or
                                         deemed payment as constitutes a chargeable payment for the purposes of Chapter 5 Part
                                         23 CTA 2010;



 


		(iii)	EIPRL
                                         or any member of the Buyer’s Tax Group ceasing to be resident in the United Kingdom
                                         for the purposes of any Tax;



 


		(iv)	the
                                         effecting by EIPRL or any member of the Buyer’s Tax Group of any such payment or
                                         transfer of assets as constitutes the receipt by another person of an abnormal amount
                                         by way of dividend (as defined in Part 15 CTA 2010); or



 


		(v)	the
                                         failure of EIPRL to pay an amount of stamp duty land tax which falls chargeable as a
                                         result of the withdrawal of group relief pursuant to paragraph 3 Schedule 7 FA 2003 on
                                         or after the Completion Date; and



 


		4.1.4	any
                                         reasonable costs and expenses properly incurred in connection with any liability to Tax
                                         referred to in this paragraph 4 or through taking or defending any successful action
                                         under this paragraph 4.



 


		4.2	Paragraphs
                                         2 and 3 of Part C shall apply to the covenant contained in paragraph 4.1 as they apply
                                         to the covenants contained in paragraph 1 of Part C, replacing references to the Seller
                                         with the Buyer (and vice versa) and making any other necessary modifications.



 






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		4.3	Paragraphs
                                         4.1 and 4.2 shall not apply to Tax to the extent that:



 


		4.3.1	it
                                         is Tax in respect of which the Seller is liable to make a payment under paragraph 1 of
                                         Part C to this Schedule; or



 


		4.3.2	it
                                         is Tax which has been recovered under section 717(2) CTA 2010 (and the Seller shall procure
                                         that no such recovery is sought to the extent that payment is made hereunder).



 


		5	Interaction
                                         with Part D



 


		5.1	The
                                         provisions in Part C are subject to the provisions in Part D.



 




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Part
D


 


Limitations
and Procedure


 


		6	Limitations



 


		6.1	Neither
                                         the covenant contained in paragraph 1 of Part C nor a claim for a breach of the Tax Warranties
                                         (or a breach of any other Warranty insofar as any such Claim relates to Tax) shall extend
                                         to any Tax Liability to the extent that:



 


		6.1.1	specific
                                         provision or reserve has been made for such liability in the Accounts; or



 


		6.1.2	such
                                         liability was paid or discharged on or before Completion and the discharge of such liability
                                         is reflected in the Accounts or cash sufficient to meet such liability has been retained
                                         by EIPRL on the date of Completion and such cash is not reflected as an asset in the
                                         Accounts; or



 


		6.1.3	such
                                         liability arises or is increased as a result of any change in the rates of Tax, or change
                                         in law (or a change in generally accepted interpretation on the basis of case law), regulation
                                         or directive, or any generally published practice of any Tax Authority coming into force
                                         after Completion (other than a change targeted specifically at countering a tax avoidance
                                         scheme); or



 


		6.1.4	such
                                         liability would not have arisen but for any act or omission effected by EIPRL or the
                                         Buyer after Completion:



 


		(i)	otherwise
                                         than pursuant to a legally binding obligation entered into by EIPRL on or before Completion;



 


		(ii)	other
                                         than any act or omission imposed on EIPRL or the Buyer by any legislation coming into
                                         force before, on or after Completion; or



 


		(iii)	otherwise
                                         than in the ordinary course of business as carried on by EIPRL prior to Completion; or



 






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		6.1.5	such
                                         liability arises as a result of:



 


		(i)	any
                                         income, profit or gains earned, accrued or received, or deemed to have been earned, accrued
                                         or received in respect of the period between the Accounts Date and Completion in the
                                         ordinary course of business of EIPRL to which the liability relates; or



 


		(ii)	any
                                         Event which occurred in the ordinary course of business of EIPRL since the Accounts Date
                                         and on or before Completion; or



 


		6.1.6	the
                                         liability arises by virtue of an underpayment of Tax prior to Completion, insofar as
                                         such underpayment would not have been an underpayment but for a bona fide estimate made
                                         prior to Completion of the amount of income, profits or gains to be earned, accrued or
                                         received after Completion proving to be incorrect; or



 


		6.1.7	the
                                         liability arises as a result of a change after Completion in the length of any accounting
                                         period for Tax purposes of EIPRL, or (other than a change which is necessary in order
                                         to comply with the law or generally accepted accounting principles applicable to the
                                         EIPRL at Completion) a change after Completion in any accounting policy or Tax reporting
                                         practice of EIPRL;



 


		6.1.8	such
                                         liability arises or is increased as a result of the failure by the Buyer to comply with
                                         any of its obligations under this Agreement; or



 


		6.1.9	EIPRL
                                         has recovered, at no cost to EIPRL or the Buyer, from any other person (other than any
                                         member of the Buyer’s Tax Group) any amount in respect of the liability; or



 


		6.1.10	



 


		6.1.11	such
                                         liability has been eliminated, satisfied or discharged at no cost to EIPRL or the Buyer
                                         by the application of a Seller’s Relief; or



 


		6.1.12	the
                                         liability arises as a result of the failure by EIPRL to submit the returns and computations
                                         required to be made by it or not submitting such returns and computations within the
                                         appropriate time limits or submitting such returns and computations otherwise than on
                                         a proper basis, in each case after Completion, save to the extent that any failure to
                                         submit, failure to comply with time limits or submission otherwise than on a proper basis
                                         results from EIPRL’s or the Buyer’s compliance with paragraphs 4 or 9 of
                                         this Part D; or



 






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		6.1.13	the
                                         liability would not have arisen but for:



 


		(i)	the
                                         making of a claim, election, surrender or disclaimer, the giving of a notice or consent,
                                         or the doing of any other thing under the provisions of any enactment or regulation relating
                                         to Tax, in each case after Completion and by EIPRL or the Buyer where the making, giving
                                         or doing of which was not taken into account in computing and so reducing any provision
                                         or reserve for Tax in the Accounts; or



 


		(ii)	the
                                         failure or omission on the part of EIPRL or the Buyer after Completion to make any valid
                                         claim, election, surrender or disclaimer, or to give any such notice or consent or to
                                         do any other such thing in circumstances where the making, giving or doing of which was
                                         taken into account in computing and so reducing any provision or reserve for Tax in the
                                         Accounts; or



 


		6.1.14	



 


		6.1.15	the
                                         liability would not have arisen (or been increased) but for an increase in the number
                                         of associated companies (within the meaning of section 25 CTA 2010) of EIPRL after Completion.



 


		7	Time
                                         limits



 


		7.1	No
                                         Tax Covenant Claim shall be brought by the Buyer unless notice in writing of such Tax
                                         Covenant Claim has been given to the Seller within seven years after Completion.



 


		8	Mitigation



 


		8.1	The
                                         Buyer shall, at sole cost and the direction in writing of the Seller, procure that EIPRL
                                         take all reasonable steps as the Seller may require to:



 


		8.1.1	use
                                         in the manner hereinafter mentioned all such Seller’s Reliefs as are available
                                         to EIPRL to reduce or eliminate any Tax Liability in respect of which the Buyer would
                                         have been able to make a claim against the Seller under this Agreement (such Seller’s
                                         Reliefs including, without limitation, Seller’s Reliefs made available to a company
                                         by means of a surrender from another company provided that such surrenders shall be made
                                         for no payment), the said use being to effect the reduction or elimination of any such
                                         Tax Liability to the extent specified by the Seller and permitted by law; and



 






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		8.1.2	allow
                                         the Seller to reduce or eliminate any Tax Liability of EIPRL by surrendering, or procuring
                                         the surrender by any company of group relief to EIPRL to the extent permitted by law
                                         but without any payment being made in consideration for such surrender.



 


		9	Conduct
                                         of Tax Demands



 


		9.1	If
                                         the Buyer shall become aware of any Tax Demand which is likely to give rise to a liability
                                         on the Seller under this Agreement, the Buyer shall, but not as a condition precedent
                                         to the liability of the Seller, give notice or procure that notice is given as soon as
                                         reasonably practicable to the Seller.



 


		9.2	If
                                         the Seller becomes aware of any Tax Demand which is likely to give rise to a liability
                                         on the Seller under this Agreement, the Seller shall give notice as soon as reasonably
                                         practicable to the Buyer and, on receipt of such notice, the Buyer shall be deemed to
                                         have given the Seller notice of the Tax Demand in accordance with the provisions of paragraph
                                         4.1.



 


		9.3	As
                                         regards any Tax Demand, the Buyer shall take or shall procure that EIPRL shall take such
                                         reasonable action as the Seller may, by written notice given to the Buyer reasonably
                                         and promptly, request to cause the Tax Demand to be withdrawn or to dispute, resist,
                                         appeal against, compromise or defend the Tax Demand and any determination in respect
                                         of it or to apply to postpone (so far as legally possible) the payment of any Tax pending
                                         the determination of any appeal but subject to the Buyer and EIPRL first being indemnified
                                         to their reasonable satisfaction by the Seller against all losses (including any additional
                                         Tax Liability), interest, costs, damages and expenses which may be thereby incurred,
                                         and PROVIDED THAT:



 


		9.3.1	any
                                         request made by the Seller pursuant to this paragraph 4.3 shall be made promptly following
                                         receipt by the Seller of any notice given by the Buyer to the Seller in accordance with
                                         paragraph 4.1 and in any event within 10 business days of such receipt;



 






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		9.3.2	the
                                         Buyer and EIPRL shall not be obliged to comply with any request of the Seller which involves
                                         contesting any assessment for Tax before any court or any other appellate body unless
                                         they have been advised in writing by tax counsel of at least ten years’ call, instructed
                                         by agreement between the Buyer and the Seller at the expense of the Seller, that an appeal
                                         against the assessment for Tax in question will, on the balance of probabilities, be
                                         won;



 


		9.3.3	the
                                         Seller shall not be entitled under paragraph 4.3 to require that the Buyer delegates
                                         (or procures that EIPRL delegates) the conduct of any proceedings or dealings arising
                                         in connection with the Tax Demand in question to the Seller, or its agents or advisers;



 


		9.3.4	the
                                         Buyer shall not be obliged to take any action (or procure the taking of any action by
                                         EIPRL) under this paragraph 4 if EIPRL is requested to appeal against any Tax Demand
                                         and it is a requirement for such an appeal that the Tax be paid, unless payment has previously
                                         been made by the Seller to the Buyer of an amount equal to such Tax and in respect of
                                         it;



 


		9.3.5	the
                                         Buyer or EIPRL shall have the conduct of any proceedings or dealings arising in connection
                                         with the Tax Demand absolutely (without prejudice to its rights under this Agreement)
                                         and shall be free to pay or settle the Tax Demand on such terms as the Buyer or EIPRL
                                         may in its absolute discretion consider fit if:



 


		(i)	the
                                         Seller does not request the Buyer to take any action under this paragraph 4; or



 


		(ii)	the
                                         Seller has (or EIPRL before Completion has) been involved in a case involving fraudulent
                                         conduct or deliberate default in respect of the Tax Liability which is the subject matter
                                         of Tax Demand; or



 


		(iii)	in
                                         the Buyer’s reasonable opinion, the action requested by the Seller under this paragraph
                                         4 is likely to affect adversely the Tax liability of the Buyer or EIPRL or the business
                                         or financial interests of any of them or is unreasonable or contrary to the legal obligations
                                         of any of them.



 






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		9.4	Neither
                                         the Buyer nor EIPRL shall be liable to the Seller for non-compliance with any of the
                                         provisions of this paragraph 4 if the Buyer or EIPRL has acted in good faith in accordance
                                         with the instructions of the Seller.



 


		10	Adjustment
                                         to Consideration



 


		10.1	Any
                                         payment made pursuant to paragraph 1 of Part C shall, so far as possible, be treated
                                         as an adjustment to the consideration paid by the Buyer for the Sale Shares under this
                                         Agreement.



 


		11	Savings
                                         



 


		11.1	If,
                                         within seven years after Completion and at the Seller’s request and expense, the
                                         auditors of EIPRL for the time being determine either that EIPRL has obtained a Saving
                                         (and that Saving has not been taken into account in computing any liability of the Seller
                                         for breach of the Tax Warranties or under the Tax Covenant), it will be applied as follows:



 


		11.1.1	first,
                                         the amount of the Saving, less any costs incurred by the Buyer or EIPRL, will be set
                                         off against any payment then due from the Seller under Part C to this Schedule;



 


		11.1.2	secondly,
                                         to the extent that there is an excess, the Buyer will, within ten business days, pay
                                         to the Seller the lesser of:



 


		(i)	the
                                         amount of the excess; and



 


		(ii)	any
                                         amount previously paid by the Seller under Part C less any amount previously repaid to
                                         the Seller under any provision of this Schedule;



 


		11.1.3	thirdly,
                                         to the extent that the excess referred to in paragraph 6.1.2 is not exhausted, the remainder
                                         of that excess will be carried forward and set off against any future liability of the
                                         Seller under Part C to this Schedule.



 






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		11.2	Neither
                                         EIPRL nor any member of the Buyer’s Tax Group will be treated as having obtained
                                         a Saving until the last date upon which it would have been obliged to make the actual
                                         payment of Tax which has been reduced or eliminated in order to avoid incurring interest
                                         thereon.



 


		11.3	The
                                         Buyer will inform the Seller as soon as reasonably practicable after it becomes aware
                                         that EIPRL may obtain or has obtained a Saving.



 


		11.4	Where
                                         a determination has been made by the auditors of EIPRL for the time being under paragraph
                                         6.1 as to whether or not EIPRL has obtained a Saving, the Seller or the Buyer may request
                                         the auditors to review such determination (within seven years after Completion and at
                                         the expense of the person making the request) in the light of all relevant circumstances,
                                         including any facts which have become known only since such determination, and to determine
                                         whether such determination remains correct or whether, in the light of those circumstances,
                                         the amount that was the subject of such determination should be amended. If the auditors
                                         determine under this paragraph 6.3 that an amount previously determined should be amended,
                                         that amended amount will be substituted for the purpose of paragraph 6.1 in place of
                                         the amount originally determined, and such adjusting payment (if any) as may be required
                                         by virtue of such substitution will as soon as reasonably practicable be made by the
                                         Seller to the Buyer or by the Buyer to the Seller, as the case may be.



 


		11.5	In
                                         making or reviewing any determination under this paragraph 6, the auditors (or other
                                         firm of chartered accountants) will act as experts and not as arbitrators and their determination
                                         will (in the absence of manifest error) be conclusive and binding on the parties.



  






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		12	Recovery
                                         from Third Parties



 


		12.1	Subject
                                         to this paragraph 7, the Buyer undertakes that if, after the Seller has paid any amount
                                         due under this Agreement in full discharge of any Tax Liability, EIPRL is or becomes
                                         entitled to recover from some other person (not being the Buyer, any other member of
                                         the Buyer’s Tax Group or any current officer, director or employee of any of them)
                                         any amount in respect of such Tax Liability, the Buyer shall repay to the Seller a sum
                                         equal to the lesser of:





 


		12.1.1	the
                                         amount of any payment so received, after deduction from it of an amount equal to any
                                         reasonable costs incurred in obtaining it and any Tax Liability in respect of it; and



 


		12.1.2	the
                                         amount paid by the Seller under this Agreement in respect of the Tax Liability in question.



 


		12.2	For
                                         the purposes of this paragraph 7, EIPRL shall be deemed to receive a refund or repayment
                                         of Tax if and when EIPRL would have received such a repayment but for another Tax Liability
                                         in respect of which the Buyer is not entitled to make a claim under this schedule.



 


		12.3	If
                                         the Buyer becomes aware that EIPRL is entitled to recover any amount mentioned in paragraph
                                         7.1, the Buyer will as soon as reasonably practicable give notice of the fact to the
                                         Seller and subject to the Seller first indemnifying EIPRL and the Buyer to their reasonable
                                         satisfaction against all reasonable costs and expenses which may be incurred thereby,
                                         the Buyer will procure that EIPRL takes such action as the Seller may reasonably and
                                         promptly request to effect such recovery.



 


		13	Assignment



 


		13.1	If
                                         the Buyer assigns the benefit of this Agreement or this Schedule, the Seller shall not
                                         be liable under this Schedule to any greater extent than the Seller would have been so
                                         liable in the absence of such assignment.



 


		14	Corporation
                                         tax computations2



 


		14.1	Subject
                                         to this paragraph 9, the Seller or its duly authorised agents shall be responsible for
                                         and have conduct of preparing, submitting to and agreeing with EIPRL’s Inspector
                                         of Taxes all corporation tax returns and computations of EIPRL in respect of any accounting
                                         period ending on or before Completion including, without limitation, the making of all
                                         associated claims and elections PROVIDED THAT
                                         the costs of preparing, submitting and agreeing such returns and computations
                                         shall be borne by EIPRL.



 





 



 


2  
KLG Tax: Subject to client comment.


 






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		14.2	All
                                         such returns, computations and any related documents and correspondence, shall be submitted
                                         in draft form to the Buyer or (at the Buyer’s request) its duly authorised agent
                                         for comments. The Buyer, or its duly authorised agent, shall provide comments, if any,
                                         within twenty (20) business days of such submission. If the Seller has not received any
                                         comments within thirty (30) business days, the Buyer and its duly authorised agents shall
                                         be deemed to have approved such draft documentation. The Seller shall incorporate all
                                         reasonable written comments which the Buyer or its duly authorised agent may have on
                                         the preparation of such computations, returns, documents or correspondence. The Seller
                                         will keep the Buyer fully informed of its conduct of EIPRL’s corporation tax affairs
                                         pursuant to paragraph 9.1 and this paragraph 9.2.



 


		14.3	The
                                         Buyer shall and shall procure that EIPRL shall give any authorisation or signature reasonably
                                         required by the Seller or their agents for the purposes of paragraph 9.1 provided that
                                         the Buyer shall not be required to procure that EIPRL signs any document which contains
                                         a material inaccuracy or which, if signed, would be unlawful.



 


		14.4	The
                                         Buyer or its duly authorised agents shall have the conduct of preparing, submitting and
                                         agreeing with EIPRL’s Inspector of Taxes the corporation tax returns and computations
                                         of EIPRL for all accounting periods commencing before and ending after Completion. Drafts
                                         of all such returns, computations and any related documents and correspondence shall
                                         be submitted in draft form to the Seller for comment in relation to the period of time
                                         ended on (and including) Completion. If the Buyer has not received any comments within
                                         thirty (30) business days the Seller shall be deemed to have approved such drafts. The
                                         Buyer shall incorporate all reasonable written comments which the Seller or its duly
                                         authorised agent may have on the preparation of such returns computations, documents
                                         and correspondence.



 


		14.5	The
                                         Seller and the Buyer shall and the Buyer shall procure that EIPRL shall each respectively
                                         provide (or procure the provision of) to the other or their duly authorised agents all
                                         information and assistance which may reasonably be required to prepare, submit, agree
                                         and finalise all outstanding corporation tax computations including all claims and elections
                                         made in connection therewith.



 


		14.6	Nothing
                                         done by the Buyer in accordance with this paragraph 9 shall restrict or reduce any rights
                                         the Buyer may have to make a claim against the Seller in respect of any Tax Liability
                                         under paragraph 1 of Part C.



 






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		15	VAT
                                         group



 


		15.1	The
                                         Seller will, on or before Completion, give notice to HMRC (copying the notice to the
                                         Buyer) that EIPRL will cease to be under its control with effect from Completion and
                                         will use its best endeavours to procure that the date on which EIPRL ceases to be a member
                                         of the Seller’s VAT Group, and the date on which it ceases to be the representative
                                         member of that VAT Group, falls on Completion.



 


		15.2	The
                                         Buyer will procure that EIPRL provides to the Seller all information relating to EIPRL
                                         which is reasonably required to prepare the VAT return of the Seller’s VAT Group
                                         for any period that EIPRL has been a member of that VAT Group at least ten Business Days
                                         before the last date for submission of that return.



 


		15.3	The
                                         Buyer will procure that EIPRL contributes that proportion of any VAT for which the Seller’s
                                         VAT Group is accountable that is properly attributable to supplies, acquisitions and
                                         importations (Supplies) made before Completion by EIPRL (less any amount of deductible
                                         input tax that is attributable to those Supplies) and for which specific provision is
                                         made in the Accounts or that relates to Supplies made or deemed to be made in EIPRL’s
                                         ordinary course of business after the Accounts Date and up to, and including, Completion.



 


		15.4	The
                                         Seller shall pay, or shall procure to be paid, to EIPRL an amount equivalent to the proportion
                                         of any repayment of VAT received by the new representative member from HMRC or of any
                                         credit obtained by reference to an excess of deductible input tax over output tax that
                                         is attributable to Supplies made, or deemed to be made, by EIPRL while a member of the
                                         Seller’s VAT Group (ignoring, for this purpose, the deeming provisions in section
                                         43(1) of VATA 1994) within ten Business Days of receipt by, or offset against a liability
                                         of, the new representative member.



 


		15.5	The
                                         Buyer shall not procure that EIPRL makes any contribution, under this paragraph 10, to
                                         the extent that it relates to an amount for which the Seller is liable to the Buyer under
                                         this Agreement (disregarding any financial limitations on claims imposed by Schedule
                                         7 of this agreement) or would have been so liable had EIPRL never been a member of the
                                         Seller’s VAT Group and had instead been separately registered for VAT.



 






    89 


     


    

 


		15.6	The
                                         Seller shall procure that an amount equal to any payment made by the Buyer under this
                                         paragraph shall be promptly and duly accounted for to HMRC.



 




    90 


     


    

 


Schedule
6


 


Provisions
for the protection of the Seller


 


		1	Time
                                         limits



 


		1.1	No
                                         Claim shall be brought by the Buyer unless notice in writing of such Claim (specifying
                                         in reasonable detail with supporting evidence the event, matter or default which gives
                                         rise to the Claim and an estimate of the amount claimed) has been given to the appropriate
                                         parties:



 


		1.1.1	in
                                         the case of a Tax Claim, within seven years after Completion; or



 


		1.1.2	in
                                         the case of any Non-Tax Claim, within two years after Completion.



 


		1.2	Any
                                         Claim that is made shall (if it has not been previously satisfied, settled or withdrawn)
                                         be deemed to have been waived or withdrawn on the expiration of 12 months after the date
                                         it was made unless court proceedings in respect of it shall then have been commenced
                                         against the appropriate parties.



 


		1.3	For
                                         the purposes of paragraph 1.2 court proceedings shall not be deemed to have been commenced
                                         unless they have been both issued and served on the appropriate parties.



 


		2	Threshold



 


		3	The
                                         Seller shall not be liable for any Claim unless:



 


		3.1	the
                                         amount of the liability in respect of that Claim exceeds £10,000; and



 


		3.2	the
                                         amount of the liability in respect of that Claim when aggregated with the amount of the
                                         liability in respect of all other Claims exceeds £50,000 (in which event the Seller
                                         will be liable for the whole amount of such liability and not merely the excess).



 






    91 


     


    

 


		4	Aggregate
                                         maximum



 


		4.1	The
                                         total liability of the Seller in respect of all claims under this Agreement shall not
                                         exceed an aggregate amount equal to the market value of the AQM Consideration Shares
                                         at Completion.



 


		5	Successful
                                         claims deemed to constitute a reduction in the consideration



 


		5.1	The
                                         satisfaction by the Seller of any Claim shall be deemed to constitute a reduction in
                                         the consideration set out in Clause 4.



 


		6	Other
                                         provisions for the protection of the Seller



 


		6.1	No
                                         Claim shall be made by the Buyer against the Seller and the Seller shall not have any
                                         liability to the Buyer under the Warranties:



 


		6.1.1	in
                                         respect of any liability or other matter or thing to the extent that it occurs as a result
                                         of or is otherwise attributable to:



 


		(i)	any
                                         legislation not in force at the date hereof or any change of law or administrative practice
                                         having retrospective effect which comes into force after the date hereof;



 


		(ii)	any
                                         increase hereafter in the rates of taxation in force at the date hereof;



 


		6.1.2	in
                                         respect of the Buyer or EIPRL disclaiming any part of the benefit of capital or other
                                         allowances against taxation claimed or proposed to be claimed on or before the date hereof;



 


		6.1.3	in
                                         respect of a liability which is contingent only unless and until such contingent liability
                                         becomes an actual liability and is due and payable, but this paragraph 6.1.3 shall not
                                         operate to avoid a Claim made with reasonable particularity in respect of a contingent
                                         liability within the applicable time limits specified in paragraph 1; or



 


		6.1.4	to
                                         the extent the subject matter of the Claim is a matter provided for, or included as a
                                         liability or disclosed, in the Accounts and/or the Management Accounts.



 






    92 


     


    

 


		6.2	Nothing
                                         in this Agreement will in any way restrict the Buyer’s common law duty to mitigate
                                         its loss.



 


		7	Recovery
                                         from third parties



 


		7.1	Where
                                         EIPRL or the Buyer is or becomes entitled (whether under insurance or by way of payment,
                                         discount, credit, set off, counterclaim or otherwise) to recover from any third party
                                         any sum in respect of loss, damage or liability which is or may be the subject of a claim
                                         under this Agreement the Buyer shall, if so required by the Seller and subject to the
                                         following provisions of this paragraph 7.1, take or procure EIPRL to take all such steps
                                         or proceedings as the Seller may reasonably require to enforce such recovery. The following
                                         provisions shall then apply:



 


		7.1.1	all
                                         such steps or proceedings shall be taken at the Seller’ cost and expense and the
                                         Buyer shall not be under any obligation to take them or procure them to be taken unless
                                         the Seller shall have provided indemnities to the reasonable satisfaction of the Buyer
                                         in respect of all costs, charges and expenses (to include any professional costs) likely
                                         to be thereby incurred;



 


		7.1.2	the
                                         Buyer shall ensure that the Seller is provided with all such information and reports
                                         concerning any such steps or proceedings taken by the Buyer or EIPRL as the Seller may
                                         from time to time reasonably request;



 


		7.2	If
                                         the Buyer recovers any amount from any third party in respect of a claim the amount of
                                         the claim shall then be reduced by the amount recovered (less all reasonable costs, charges
                                         and expenses incurred by the Buyer in recovering that sum from such third party) or be
                                         extinguished if the amount recovered exceeds the amount of the claim.



 


		8	Limitation
                                         of liability



 


Nothing
in this Schedule 7 or in any other provisions of this Agreement shall operate so as to exclude or limit the liability of any of
the Seller to the extent that any claim under this Agreement arises by reason of any fraud or dishonest, reckless or wilful misstatement
or omission by or on behalf of any of the Seller.


 






    93 


     


    

 


		9	Residual
                                         Liability



 


“LCIF”
means the University of East Anglia of The Registry, University of East Anglia, Earlham Road, Norwich, Norfolk NR4 7TJ as operator
of the Low Carbon Innovation Fund


 


“NES”
Means NES Partners New Energy Solutions II K/S, a limited partnership registered in Denmark with registered number 30244753, Langebrogade
4, Copenhagen K, DK-1411, Denmark


 


“LCIF
Group” means LCIF, Low Carbon Innovation Fund Limited, Turquoise International Limited, any new nominee of LCIF, the University
of East Anglia and any company, corporate body or organisation wholly owned directly or indirectly by the University of East Anglia.


 


“During
the period when the AQM Consideration Shares cannot be freely transferred the Seller may settle any Claim by transferring to the
Buyer, or as it may direct, such number of AQM Consideration Shares which, at the AQM VWAP on the Completion Date, are equivalent
to the value of the Claim.


 


When
the AQM Consideration Shares have become freely transferable which will be 6 months after the Completion Date, the Seller may
novate the Residual Liability in respect of Claims under this Agreement to any Residual Liability Permitted Transferee being;


 


		1.	LCIF
                                         or NES (or their nominee)



 


		2.	any
                                         member of the LCIF Group. If such Permitted Transferee ceases to be a member of the LCIF
                                         Group at any time, then the Residual Liability Permitted Transferee shall transfer Residual
                                         Liability held by it to LCIF or another member of the LCIF Group;



 


		3.	an
                                         Investment Manager; or



 


		4.	an
                                         Investment Fund; or



 


		5.	a
                                         nominee of an Investment Manager or an Investment Fund; or



 


		6.	a
                                         nominee of such Investment Manager or to any new nominee of such Investment Manager.



 






    94 


     


    

 


Such
transfer shall be by way of a deed of novation in a form agreed by the Buyer, acting reasonably, which shall also be executed
by the Buyer to confirm that from the point of execution of such deed the Seller has no further liability under this Agreement.


 


The
Seller shall present a deed of novation in respect of the Residual Liability to the Buyer for approval and execution pursuant
to this paragraph 9 prior to commencing winding up or a voluntary striking off of the Seller pursuant to section 1003 of the Companies
Act 2006.


 




    95 


     


    

 








Schedule
7 


 


IP/IT
Schedule


 




    	96 



     


    

 


	BWT
    Case Ref	Country	Applicant	Title	Status	Official
    No	Local
    Publication Date	Application
    No	Application
    Date	Registration
    No	Registration
    Date	Client
    Ref	Expiry
    Date	Next
    Renewal Date	Renewal
    Status	Examination
    Status for Pending cases
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	P103525IN00	India	Atraverda
    Limited	CERAMIC
    MATERIAL	Application
    Published	2766/MUMNP/2011	5/11/2012	2766/MUMNP/2011	30-Jun-2010	 	 	Pre-impregnation
    of Ebonex	 	 	 	No
    Examination Report yet received
	P103525US00	USA	Atraverda
    Limited	CERAMIC
    MATERIAL	Examination
    in Progress	13/381728	7/5/2012	13/381728	30-Jun-2010	 	 	Pre-impregnation
    of Ebonex	 	 	 	Third
    Office Action received. Response due by 19 February 2016
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	P108052CN00	China	Atraverda
    Limited	METHOD
    OF ASSEMBLING A BIPOLAR BATTERY	Registered/Granted	ZL201080034601.4	4/30/2012	201080034601.4	30-Jun-2010	ZL201080034601.4	01-Apr-2015	Induction
    Welding	30-Jun-2030	30-Jun-2016	Renewal
    - In Force	-
	P108052DE00	Germany	Atraverda
    Limited	METHOD
    OF ASSEMBLING A BIPOLAR BATTERY	Registered/Granted	2449619	18-Mar-2015	10730823.1	30-Jun-2010	2449619	18-Mar-2015	Induction
    Welding	30-Jun-2030	30-Jun-2016	Renewal
    - In Force	-
	P108052EP00	European	Atraverda
    Limited	METHOD
    OF ASSEMBLING A BIPOLAR BATTERY	Registered/Granted	2449619	5/9/2012	10730823.1	30-Jun-2010	2449619	18-Mar-2015	Induction
    Welding	 	 	No
    More Renewals Payable	-
	P108052FR00	France	Atraverda
    Limited	METHOD
    OF ASSEMBLING A BIPOLAR BATTERY	Registered/Granted	2449619	18-Mar-2015	10730823.1	30-Jun-2010	2449619	18-Mar-2015	Induction
    Welding	30-Jun-2030	30-Jun-2016	Renewal
    - In Force	-
	P108052GB01	United
    Kingdom	Atraverda
    Limited	METHOD
    OF ASSEMBLING A BIPOLAR BATTERY	Registered/Granted	2449619	18-Mar-2015	10730823.1	30-Jun-2010	2449619	18-Mar-2015	Induction
    Welding	30-Jun-2030	30-Jun-2016	Renewal
    - In Force	-
	P108052IN00	India	Atraverda
    Limited	METHOD
    OF ASSEMBLING A BIPOLAR BATTERY	Application
    Published	2765/MUMNP/2011	5/11/2012	2765/MUMNP/2011	30-Jun-2010	 	 	Induction
    Welding	 	 	 	No
    Examination Report yet received
	P108052US00	USA	Atraverda
    Limited	METHOD
    OF ASSEMBLING A BIPOLAR BATTERY	Examination
    in Progress	13/381719	6/21/2012	13/381719	30-Jun-2010	 	 	Induction
    Welding	 	 	 	Response
    to Second Office Action filed 24 November 2015. Awaiting further Communication
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	P115321CN00	China	Atraverda
    Limited	METHOD
    OF ASSEMBLING A BATTERY	Registered/Granted	201180068438.8	11/13/2013	201180068438.8	23-Dec-2011	 	 	Vibration
    Welding of Substrate to Frame	 	 	Renewal
    - In Force	Response
    to First Examination Report filed 22 May 2015. Awaiting further Communication



 






    	97 



     


    

 


	BWT
    Case Ref	Country	Applicant	Title	Status	Official
    No	Local
    Publication Date	Application
    No	Application
    Date	Registration
    No	Registration
    Date	Client
    Ref	Expiry
    Date	Next
    Renewal Date	Renewal
    Status	Examination
    Status for Pending cases
	P115321DE00	Germany	Atraverda
    Limited	METHOD
    OF ASSEMBLING A BATTERY	Registered/Granted	6020110153293	01-Apr-2015	11808910.1
    	23-Dec-2011	6020110153293	01-Apr-2015	Please
    advise	23-Dec-2031	31-Dec-2016	Renewal
    - In Force	—
	P115321EP00	European	Atraverda
    Limited	METHOD
    OF ASSEMBLING A BATTERY	Registered/Granted	2656430	10/30/2013	11808910.1
    	23-Dec-2011	2656430	01-Apr-2015	Please
    advise	 	 	No
    More Renewals Payable	—
	P115321FR00	France	Atraverda
    Limited	METHOD
    OF ASSEMBLING A BATTERY	Registered/Granted	2656430	01-Apr-2015	11808910.1
    	23-Dec-2011	2656430	01-Apr-2015	Please
    advise	23-Dec-2031	31-Dec-2016	Renewal
    - In Force	—
	P115321GB01	United
    Kingdom	Atraverda
    Limited	METHOD
    OF ASSEMBLING A BATTERY	Registered/Granted	2656430	01-Apr-2015	11808910.1
    	23-Dec-2011	2656430	01-Apr-2015	Please
    advise	23-Dec-2031	31-Dec-2016	Renewal
    - In Force	—
	P115321IN00	India	Atraverda
    Limited	METHOD
    OF ASSEMBLING A BATTERY	Application
    Published	6397/DELNP/2013	12/12/2014	6397/DELNP/2013	23-Dec-2011	 	 	Vibration
    Welding of Substrate to Frame	 	 	 	No
    Examination Report yet received
	P115321US00	USA	Atraverda
    Limited	METHOD
    OF ASSEMBLING A BATTERY	Application
    Accepted	13/997393	1/16/2014	13/997393	23-Dec-2011	 	 	Vibration
    Welding of Substrate to Frame	 	 	 	Application
    Accepted. Grant fee due by 18 March 2016.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	P99564BR00	Brazil	Atraverda
    Limited	ELECTRODE
    FOR A BATTERY	Registered/Granted	PI0206606-8	Unknown	PI0206606-8	21-Jan-2002	PI0206606-8	20-Sep-2011	 	21-Jan-2022	21-Apr-2016	Renewal
    Reminders Sent	—
	P99564CN00	China	Atraverda
    Limited	Electrode
    for a Battery	Registered/Granted	ZL02805737.6	Unknown	02805737.6	21-Jan-2002	ZL02805737.6	29-Jul-2009	 	21-Jan-2022	21-Jan-2016	Undergoing
    Renewal	—
	P99564IN00	India	Atraverda
    Limited	Electrode
    for a Battery	Registered/Granted	223428	Unknown	01293/DELNP/2003	21-Jan-2002	223428	10-Sep-2008	 	21-Jan-2022	21-Jan-2016	Undergoing
    Renewal	—
	P99564JP00	Japan	Atraverda
    Limited	ELECTRODE
    FOR A BATTERY	Registered/Granted	4790205	Unknown	558356/2002	21-Jan-2002	4790205	29-Jul-2011	 	21-Jan-2022	29-Jul-2016	Renewal
    - In Force	—
	P99564US00	USA	Atraverda
    Limited	Electrode
    for a Battery	Registered/Granted	7541113	Unknown	10/466861	21-Jan-2002	7541113	02-Jun-2009	 	13-Sep-2023	02-Dec-2016	Renewal
    - In Force	—
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	P99565BR00	Brazil	Atraverda
    Limited	Reduced
    Moisture Chemical Reactions	Examination
    in Progress	0511773-9	Unknown	0511773-9	01-Jun-2005	 	 	 	01-Jun-2025	01-Sep-2016	Renewal
    - In Force	Response
    to First Examination Report filed 18 November 2015. Awaiting further Communication



 






    	98 



     


    

 


	BWT
    Case Ref	Country	Applicant	Title	Status	Official
    No	Local
    Publication Date	Application
    No	Application
    Date	Registration
    No	Registration
    Date	Client
    Ref	Expiry
    Date	Next
    Renewal Date	Renewal
    Status	Examination
    Status for Pending cases
	P99565CN00	China	Atraverda
    Limited	REDUCED
    MOISTURE CHEMICAL REACTIONS	Registered/Granted	ZL200580017804.1	Unknown	200580017804.1	01-Jun-2005	ZL200580017804.1	22-Jun-2011	 	01-Jun-2025	01-Jun-2016	Renewal
    - In Force	—
	P99565EP00	European	Atraverda
    Limited	REDUCED
    MOISTURE CHEMICAL REACTIONS	Examination
    in Progress	05753089.1	Unknown	05753089.1	01-Jun-2005	 	 	 	01-Jun-2025	30-Jun-2016	Renewal
    - In Force	Response
    to Second Examination Report filed 26 June 2015. Awaiting further Communication
	P99565IN00	India	Atraverda
    Limited	REDUCED
    MOISTURE CHEMICAL REACTIONS	Registered/Granted	256918	Unknown	7505/DELNP/2006	01-Jun-2005	256918	12-Aug-2013	 	01-Jun-2025	01-Jun-2016	Renewal
    Reminders Sent	—
	P99565JP00	Japan	Atraverda
    Limited	Reduced
    Moisture Chemical Reactions	Registered/Granted	5046924	1/17/2008	514128/2007	01-Jun-2005	5046924	27-Jul-2012	 	01-Jun-2025	27-Jul-2016	Renewal
    - In Force	—
	P99565MX00	Mexico	Atraverda
    Limited	Reduced
    Moisture Chemical Reactions	Registered/Granted	297646	Unknown	PA/A/2006/013987	01-Jun-2005	297646	29-Mar-2012	 	01-Jun-2025	01-Jun-2017	Renewal
    - In Force	—
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	P99566BR00	Brazil	Atraverda
    Limited	ELECTRODE
    AND MANUFACTURING METHODS	Application
    Filed	PI0610835-0	 	PI0610835-0	26-Apr-2006	 	 	 	26-Apr-2026	26-Jul-2016	Renewal
    - In Force	No
    Examination Report yet received
	P99566CN00	China	Ebonex
    IPR Limited	ELECTRODE
    AND MANUFACTURING METHODS	Registered/Granted	ZL200680014093.7	6/4/2008	200680014093.7	26-Apr-2006	ZL200680014093.7	15-Feb-2012	 	26-Apr-2026	26-Apr-2016	Renewal
    Reminders Sent	—
	P99566HK00	Hong
    Kong	Atraverda
    Limited	ELECTRODE
    AND MANUFACTURING METHODS	Registered/Granted	HK1120660	6/4/2008	08113151.0	26-Apr-2006	HK1120660	15-Feb-2012	 	25-Apr-2026	26-Apr-2016	Renewal
    Reminders Sent	—
	P99566IN00	India	Atraverda
    Limited	ELECTRODE
    AND MANUFACTURING METHODS	Application
    Published	8209/DELNP/2007	7/4/2008	8209/DELNP/2007	26-Apr-2006	 	 	 	 	 	 	No
    Examination Report yet received
	P99566JP00	Japan	Atraverda
    Limited	ELECTRODE
    AND MANUFACTURING METHODS	Registered/Granted	5294844	11/13/2008	508289/2008	26-Apr-2006	5294844	21-Jun-2013	 	26-Apr-2026	21-Jun-2016	Renewal
    - In Force	—
	P99566MX00	Mexico	Atraverda
    Limited	ELECTRODE
    AND MANUFACTURING METHODS	Registered/Granted	303810	4/18/2008	MX/A/2007/013553	26-Apr-2006	303810	27-Sep-2012	 	26-Apr-2026	26-Apr-2017	Renewal
    - In Force	—



 






    	99 



     


    

 


	BWT
    Case Ref	Country	Applicant	Title	Status	Official
    No	Local
    Publication Date	Application
    No	Application
    Date	Registration
    No	Registration
    Date	Client
    Ref	Expiry
    Date	Next
    Renewal Date	Renewal
    Status	Examination
    Status for Pending cases
	P99566US00	USA	Atraverda
    Limited	ELECTRODE
    AND MANUFACTURING METHODS	Registered/Granted	8119290	14/08/2008	11/912005	26-Apr-2006	8119290	21-Feb-2012	 	26-Apr-2026	21-Aug-2019	Renewal
    - In Force	—
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	P99569GB00	United
    Kingdom	Atraverda
    Limited	Electrochemical
    Treatment of Reinforced Concrete	Registered/Granted	1055017	Unknown	99903825.0	04-Feb-1999	1055017	07-May-2003	 	04-Feb-2019	29-Feb-2016	Undergoing
    Renewal	—
	P99569US00	USA	Atraverda
    Limited	Electrochemical
    Treatment of Reinforced Concrete	Registered/Granted
    (CPD)	6332971	Unknown	09/601949	04-Feb-1999	6332971	25-Dec-2001	 	04-Feb-2019	 	CPD
    Case	—
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	P99570GB00	United
    Kingdom	Atraverda
    Limited	MANUFACTURING
    METHOD AND A JIG FOR USE IN THE MANUFACTURING METHOD	Registered/Granted	1755847	08-Apr-2009	05753087.5	03-Jun-2005	1755847	08-Apr-2009	 	03-Jun-2025	30-Jun-2016	Renewal
    - In Force	—
	P99570US00	USA	Atraverda
    Limited	MANUFACTURING
    METHOD AND A JIG FOR USE IN THE MANUFACTURING METHOD	Registered/Granted	8038739	Unknown	11/569455	03-Jun-2005	8038739	18-Oct-2011	 	28-Nov-2028	18-Apr-2019	Renewal
    - In Force	—
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	P99595GB00	United
    Kingdom	Atraverda
    Limited	Electrochemical
    Method and Electrode	Registered/Granted	0883700	18-Aug-1999	97902447.8	31-Jan-1997	0883700	18-Aug-1999	 	31-Jan-2017	31-Jan-2016	Undergoing
    Renewal	—
	P99595US00	USA	Atraverda
    Limited	Electrochemical
    Method and Electrode	Registered/Granted	6120675	Unknown	09/142390	31-Jan-1997	6120675	19-Sep-2000	 	31-Jan-2017	 	No
    More Renewals Payable	—
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	P99697BR00	Brazil	Atraverda
    Limited	POWDERS	Application
    Filed	PI0815706-5	Not
    yet published	PI0815706-5	19-Aug-2008	 	 	Powders	19-Aug-2028	19-Nov-2016	Renewal
    - In Force	No
    Examination Report yet received
	P99697CN00	China	Atraverda
    Limited	POWDERS	Registered/Granted	ZL
    200880102870.2	7/21/2010	200880102870.2	19-Aug-2008	ZL
    200880102870.2	17-Jul-2013	Powders	19-Aug-2028	19-Aug-2016	Renewal
    - In Force	—



 






    	100 



     


    

 


	BWT
    Case Ref	Country	Applicant	Title	Status	Official
    No	Local
    Publication Date	Application
    No	Application
    Date	Registration
    No	Registration
    Date	Client
    Ref	Expiry
    Date	Next
    Renewal Date	Renewal
    Status	Examination
    Status for Pending cases
	P99697EP00	European	Atraverda
    Limited	POWDERS	Examination
    in Progress	08788372.4	4/28/2010	08788372.4	19-Aug-2008	 	 	Powders	19-Aug-2028	31-Aug-2016	Renewal
    - In Force	Response
    to First Examination Report filed 13 September 2010. Awaiting further Communication
	P99697HK00	Hong
    Kong	Atraverda
    Limited	POWDERS	Application
    Published	10109596.7	4/28/2010	10109596.7	19-Aug-2008	 	 	Powders	18-Aug-2028	19-Aug-2016	Renewal
    - In Force	N/A
	P99697IN00	India	Atraverda
    Limited	POWDERS	Examination
    in Progress	325/MUMNP/2010	Unknown	325/MUMNP/2010	19-Aug-2008	 	 	Powders	 	 	 	Response
    to First Examination Report filed 24 February 2015. Awaiting further Communication
	P99697JP00	Japan	Atraverda
    Limited	POWDERS	Registered/Granted	5450414	10-Jan-2017	521470/2010	19-Aug-2008	5450414	10-Jan-2014	Powders	19-Aug-2028	10-Jan-2017	Renewal
    - In Force	—
	P99697US00	USA	Ebonex
    IPR Limited	POWDERS	Registered/Granted	8377342	5/26/2011	12/673804	19-Aug-2008	8377342	19-Feb-2013	Powders	19-Aug-2029	19-Aug-2016	Renewal
    - In Force	—


 




    	101 



     


    

 


	Signed
    as a deed by EBONEX LIMITED 

acting by a director in the presence of:	  )

          )

          )

          )
	 

         

         

        /s/
        D.J. Casale 

	 	Director’s signature
	 	LCIF
    Representatives Ltd 
	 	Director’s
    name
	 	 
	Witness’
    signature:	/s/
    C.A. Davies 
	Witness’
    name:	C
    A Davies 
	Witness’
    address:	 
	 	 
	 	 
	Witness’
    occupation:	Director
    Ebonex Ltd 
	 	 	 


 


 


	Signed
    as a deed by AQUA METALS, INC. acting by a director in the presence
    of:	  )

          )

          )

          )
	 

         

         

        /s/
        S R Clarke 

	 	Director’s signature
	 	Stephen
    R. Clarke 
	 	Director’s
    name
	 	 
	Witness’
    signature:	/s/
    Selwyn Mould 
	Witness’
    name:	Selwyn
    Mould 
	Witness’
    address:	 
	 	 
	Witness’
    occupation:	Executive 
	 	 	 


 






    102