DATED: 24 April, 2014


 


OLIVER BENGOUGH


as Chargor


 


and


 


JJAT Corp.


as
Chargee


 


SHARE CHARGE


 


in respect of


Ordinary Shares of £1
in


 


OBAR Camden Holdings
Limited


 




    	 



    	 



    

 


Contents


 


	Clause	Name	Page
	 	 	 
	1	Definitions and interpretation	1
	 	 	 
	2	Security	4
	 	 	 
	3	Perfection of security	5
	 	 	 
	4	Documentation for Charged Assets	5
	 	 	 
	5	Representations and warranties	6
	 	 	 
	6	Covenants	8
	 	 	 
	7	Rights of enforcement	8
	 	 	 
	8	Application of receipts	10
	 	 	 
	9	Notices	11
	 	 	 
	10	Discharge	12
	 	 	 
	11	Assignment and transfer	12
	 	 	 
	12	General provisions	12
	 	 	 
	13	Counterparts	14
	 	 	 
	14	Law and jurisdiction	14


 


	Schedule	Name	Page
	 	 	 
	 	Chargee’s powers	15
	 	 	 
	Execution Page 	17


 




    	 



    	 



    

 


DATED:
24 April, 2014


 


PARTIES


 


(1)         OLIVER
BENGOUGH of Flat 3, 48 Hans Place, London SW1X 0LA (the “Chargor”); and


 


(2)         JJAT
Corp. a Delaware corporation a limited liability corporation incorporated under the laws of the State of Delaware, whose principal
offices are situated at 3500 South Dupont Highway, Dover, Delaware 19901 (the “Chargee”).


 


BACKGROUND


 


		(A)	The Chargor (i) owns 46,410 ordinary shares of 5p each
and (ii) pursuant to a share sale agreement of today’s date entered into between the Chargor (as Purchaser) and the
Chargee (as Seller) the (“SPA”), Chargor acquired an additional 2,468 ordinary shares of 5p and 2,750 deferred
ordinary shares of 5p each, in each case issued as part of the capital of OBAR Camden Holdings Limited (collectively, the “Shares”).



		(B)	The Chargor has agreed to grant security over the Shares
in favour of the Chargee in respect of his obligations as a Guarantor under the SPA in accordance with the terms and conditions
set out in this Deed.



 


OPERATIVE
PROVISIONS


 


Definitions and interpretation


 


Definitions


 


In this Deed:


 


“Charged Assets”
means:


 


a.           all
the Shares; and


 


b.           the
Related Rights,


 


which in each case, shall extend
to:


 


(i)       all
beneficial interests of the Chargor in the Shares and the Related Rights;


 


(ii)      any
proceeds of sale or other realisation of all or any part of such Shares or Related Rights; and


 


(iii)     any
Shares (and all Related Rights thereto) which may be substituted or added to the existing Shares upon the agreement of the Chargee
and Chargor.


 


“Company”
means OBAR Camden Holdings Limited, a company incorporated in England under company number 08257455 and whose registered office
is at 191 Stonhouse Street, Clapham, London SW4 6BB.


 




    	1



    	 



    

 


“Default” means
a failure on the part of the Chargor to make payment to the Chargee of any Secured Liabilities following such time as those Secured
Liabilities become due and payable to any of the Chargee pursuant to the terms of the Loan Note.


 


“Event of Default”
means a Default unless such Default is capable of remedy and is remedied to the reasonable satisfaction of the Chargee within
20 days of the earlier of (i) the Chargee giving written notice to the Chargor of such Default and (ii) the Chargor becoming aware
of such Default.


 


“Financial Collateral”
shall have the same meaning as in the Financial Collateral Regulations.


 


“Financial Collateral
Regulations” means the Financial Collateral Arrangements (No. 2) Regulations 2003 (S.I. 2003/3226).


 


“Legal Reservations”
means: (a) the principle that equitable remedies may be granted or refused at the discretion of a court and the limitation
of enforcement by laws relating to insolvency, reorganisation and other laws generally affecting the rights of creditors; and (b)
the time barring of claims under the Limitation Act 1980, the possibility that an undertaking to assume liability for or indemnify
a person against non-payment of UK stamp duty may be void and defences of set-off or counterclaim.


 


“Loan Notes” means
the Share Loan Note and the Transaction Expenses Loan Note. 


 


“Party” means
a party to this Deed.


 


“Related Rights”
means any (a) dividend, interest or other distribution paid or payable in relation to any of the Charged Assets; and (b) right,
money, shares or property accruing, offered or issued at any time in relation to any of the Charged Assets by way of redemption,
substitution, exchange, conversion, bonus, preference or otherwise, under option rights or otherwise.


 


“Security Financial Collateral
Arrangement” shall have the same meaning as in the Financial Collateral Regulations.


 


“Secured Liabilities”
means all present and future obligations and liabilities (whether actual or contingent) owed by the Chargor to the Chargee pursuant
to the Loan Notes together with all costs, charges and expenses incurred by the Chargee in connection with the protection, preservation
or enforcement of its respective rights under the Loan Notes and shall include interest on the above calculated in accordance with
the Loan Notes.


 


“Security Interest”
means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other
agreement or arrangement having a similar effect.


 




    	2



    	 



    

 


“Security Period”
means the period starting on the date of this Deed and ending on the date on which the Secured Liabilities have been unconditionally
and irrevocably paid and discharged in full to the satisfaction of the Chargee (acting reasonably).


 


“Share Loan Note”
means the loan note issued by the Chargor in favour of the Chargee in relation to the consideration payable to the Chargee
for the Shares pursuant to the SPA.


 


“Transaction Expenses
Loan Note” means the loan note issued by the Chargor in favour of the Chargee in relation to 50% of the Transaction Expenses,
as defined in the certain shareholders’ agreement dated 12 February 2014, between, amongst others, the Chargor and the Chargee.



 


Construction


 


Unless the contrary intention
is expressed, defined or interpreted all defined terms in the SPA shall have the same meaning here.


 


The construction provisions
set out at clause 1.2 (Construction) of the SPA shall apply equally to this Deed.


 


1.1.1           Unless
the contrary intention appears, references in this Deed to “insolvency” includes any of the following or any
steps in relation to the following:


 


any insolvency, bankruptcy, liquidation, reorganisation, administration,
receivership or dissolution;


 


any voluntary arrangement or assignment for the benefit of creditors;
or


 


any similar or analogous event in any jurisdiction whatsoever.


 


If any provision of this Deed
shall conflict with any term of the SPA then the relevant term of the SPA shall prevail.


 


A reference to continuing
in relation to a Default or Event of Default means a Default of Event of Default which has not been remedied or waived. 


 


COVENANT TO PAY


 


The Chargor covenants that he will pay and
discharge the Secured Liabilities to the Chargee when due/in accordance with the terms of the Loan Notes.         


 




    	3



    	 



    

 


Security


 


General


 


All the security created under this Deed is created with full
title guarantee in favour of the Chargee as continuing security for the payment and discharge of the Secured Liabilities the death,
bankruptcy or incapacity of the Chargor, any intermediate payment or settlement of all or any part of the Secured Liabilities or
other matter or thing whatsoever.


 


Any release, discharge or settlement between the Chargor and
the Chargee shall be conditional upon no security, disposition or payment to the Chargee by the Chargor or any other person being
void, set aside or ordered to be refunded pursuant to any enactment or law relating to bankruptcy or insolvency or for any other
reason whatsoever, and if such condition shall not be fulfilled the Chargee shall be entitled to enforce this Deed subsequently
as if such release, discharge or settlement had not occurred and any such payment had not been made.


 


Fixed charge


 


The Chargor charges all of his interest
in the Charged Assets by way of fixed charge including all rights of enforcement of the same.


 




    	4



    	 



    

 


Financial Collateral


 


To
the extent that (i) the Charged Assets constitute Financial Collateral; and (ii) this Deed and the obligations of the Chargee hereunder
constitute a Security Financial Collateral Arrangement, the Chargee shall have the right at any time after the security constituted
by this Deed has become enforceable, to appropriate all or any part of the Charged Assets in or towards the payment or discharge
of the Secured Liabilities in any order that the Chargee may from time to time reasonably determine. 


 


The
value of any Charged Assets appropriated in accordance with this Clause shall be (a) in the case of cash, the amount standing to
the credit of any account, together with accrued but unposted interest, at the time the right of appropriation is exercised, and
(b) in the case of the Shares, the market price of that Charged Assets at the time the right of appropriation is exercised, as
listed on any recognised market index, or as determined by such other method as the Chargee may select acting reasonably (including
independent valuation). 


 


The
Chargor agrees that the methods of valuation provided for in this Clause are commercially reasonable for the purposes of Regulation
18 of the Financial Collateral Regulations. 


 


Perfection of security


 


Further assurance


 


The Chargor shall execute and do at his
own cost and in such form as may be reasonably required by the Chargee such assurances, deeds, documents, acts and things as the
Chargee may reasonably require to perfect or protect the security created or intended to be created by this Deed and/or to facilitate
or effect any dealing with or realisation of the Charged Assets in connection with this Deed following a Default, including the
execution of any additional security over the Charged Assets or other document to perfect the security granted by the Chargor in
relation to the Charged Assets (in such form as the Chargee may reasonably require), the giving of any notice and the making of
any registration in relation to the Charged Assets which the Chargee, acting reasonably, may think expedient.


 


Documentation for Charged Assets


 


Charged Assets title documentation


 


Upon execution of this Deed the Chargor
will deposit with the Chargee in respect of the Charged Assets:


 




    	5



    	 



    

 


all certificates, warrants or other documents of title;


 


duly executed undated blank stock transfer forms; and


 


forms of waiver of any pre-emption rights and any other documents,
consents and monies necessary to enable such transfers to be registered by the Chargee.


 


Voting prior to a Default


 


Prior to a Default which is continuing,
the Chargor may continue to:


 


receive and retain all dividends, distributions, interest, principal
and other monies paid or derived from the Charged Assets; and


 


exercise all voting and other rights relating to the Charged
Assets provided that such rights are not exercised in a way which (and the Chargor shall not permit anything which) jeopardises
the security constituted by this Deed or which varies the rights attaching to the Charged Assets.


 


Voting after a Default


 


Following a Default which
is continuing, the Chargee may (without notice to or consent from the Chargor and in the Chargor’s name or otherwise) exercise
any rights (including the right to collect dividends, interest, principal or other payments of money but excluding the right to
vote) in respect of the Charged Assets and may do anything necessary to complete any transfer form in favour of itself or otherwise.


 


Following a Default which
is continuing and the service of notice upon the relevant Chargor, the Chargee may (without consent from the Chargor) exercise
any right to vote in respect of the Charged Assets.


 


Following a Default which remains continuing,
the Chargor shall procure that all dividends, distributions and other moneys paid on or derived from the Charged Assets are paid
immediately to (or to the order of) the Chargee (and pending such payment shall hold such amounts on trust for the Chargee).


 


Obligations


 


The Chargor shall promptly pay all calls,
costs and/or other payments in respect of the Charged Assets and shall give to the Chargee, at the time of issue, copies of all
information, offers, notices or other materials supplied to the shareholders of the Company and shall advise the Chargee promptly
of any material occurrence affecting the Charged Assets or any other part of the security granted to the Chargee and shall give
to the Chargee such information as they may reasonably require relating to the Charged Assets.


 


Representations and warranties


 


The Chargor makes the representations and
warranties set out in this Clause 6 (Representations and warranties )
to each Chargee.


 




    	6



    	 



    

 


Binding Obligations


 


Subject to Legal Reservations, the obligations
expressed to be assumed by it in this Deed are legal, valid, binding and enforceable obligations.


 


Non-conflict


 


The entry into and performance by the Chargor
of, and the transactions contemplated by, this Deed do not and will not conflict with any agreement or instrument binding upon
the Chargor or any of the Secured Assets or constitute a default or termination event (howsoever described) under any such agreement
or instrument.


 


Power and authority


 


The Chargor has the power to enter into,
perform and deliver, and has taken all necessary action to authorise the entry into, performance and delivery by the Chargor of,
this Deed and the transactions contemplated by this Deed.


 


No proceedings pending or threatened


 


No litigation, arbitration or administrative
proceedings of or before any court, arbitral body or agency which, if adversely determined, might prevent the Chargor from accepting
and performing any of his obligations under this Deed, have (to the best of his knowledge and belief) been started or threatened
against him.


 


Restrictions on transfer


 


Save for the provisions of article 6 of
the Company’s articles of association, which the Chargor hereby waives, the constitutional documents of the Company in respect
of which the Charged Assets are issued do not and could not restrict or inhibit (whether absolutely, partly, under a discretionary
power or otherwise) the transfer of the Charged Assets in relation to the enforcement of the security created by or under this
Deed.


 


Legal and beneficial ownership


 


The Chargor is the sole legal and beneficial
owner of the Charged Assets free from any encumbrance or Security Interest except as created by this Deed or as permitted by the
SPA.


 


Fully paid


 


Any shares falling within the definition
of Charged Assets are fully paid.


 


Centre of Main Interests


 


For the purposes of the Council of the European
Union Regulation No. 1346/2000 on insolvency proceedings (the “EU Regulation”), the Chargor’s centre of
main interests (as that expression is used in Article 3(1) of the EU Regulation, is situated in England and Wales and the Chargor
has no other “establishment” (as that term is used in Article 2(h) of the EU Regulation) in any other jurisdiction.


 




    	7



    	 



    

 


Covenants


 


During
the Security Period, the Chargor shall not do any of the following without the prior written consent of the Chargee:


 


create or permit to subsist any Security Interest over any of
the Charged Assets save for the Security Interest created pursuant to this Deed; or


 


enter into a single transaction or a series of transactions
(whether related or not and whether voluntary or involuntary) to sell, discount, factor, transfer, assign or otherwise dispose
of any of the Charged Assets.


 


During
the Security Period, the Chargor shall promptly on becoming aware of any of the same, notify the Chargee in writing of:


 


(a)          any
representation or warranty set out in clause 6 which is incorrect or misleading in any respect when made; and


 


any breach of any material provision of this Deed.


 


At the written request of Chargee at any time after the expiration
of 75 days from the date of issue of the Transaction Expenses Loan Note, if the aggregate Principal Amount outstanding under the
Loan Notes shall not have been reduced by at least US $500,000 (whether through crediting fifty percent of any payments made by
Obar Camden Holdings or the Subsidiary under that certain Senior Promosory Note of ecev date herewith executed by the Company and
its subsidiary in favor of Chargee (as a result of funds made available from a debt financing, payments from net revenues or otherwise),
and/or by payment by Chargor, Chargor shall grant a charge against his owned real property securing Chargor’s obligation
as a Guarantor under that certain Share Purchase Agreement dated February 13, 2014 among certain parties, including Alex Rutherford
and Koko (Camden) Holdings.


 


Rights of enforcement


 


Enforcement


 


The security created
by this Deed shall become immediately exercisable at any time after:


 


an Event of Default which
is continuing;


 


a
bankruptcy petition is presented for the bankruptcy of the Chargor;


 


an official receiver or insolvency
practitioner is appointed as trustee of the Chargor’s estate;


 


a
creditor obtains a court judgment against the Chargor in respect of any debt in excess of US$250,000);


 


a County Court makes an administration
order against the Chargor;


 




    	8



    	 



    

 


the Chargor enters into an
individual voluntary arrangement; or


 


the
Chargor enters into any informal arrangements with any of his creditors in respect to any repayment or rescheduling of any debt(s)
owed to such creditor;


 


the
Chargor breaches any material provision of this Deed and fails to remedy the same within 30 days of receiving written notice of
such breach or, if earlier, being made actually aware that such fact or circumstance constitutes a material breach of any material
provision of this Deed; or


 


the Chargor ceasing to be
the beneficial owner and/or have full rights to the Shares.


 


Clause 8.1 shall not apply
by reason only of a moratorium being obtained, or anything being done with a view to a moratorium being obtained, under section
1A of the Insolvency Act 1986.


 


The Chargee’s powers and rights


 


At any time after the security
has become enforceable, the Chargee shall have the power (without becoming a mortgagee in possession and with no liability to account
as a mortgagee in possession in respect of all or any part of the Charged Assets or be liable for any loss upon realisation or
for any neglect, default, or omission for which a mortgagee in possession might otherwise be liable) to:


 


exercise all statutory and other powers and rights (including
the powers conferred upon an administrative receiver by Schedule 1 to the Insolvency Act 1986) whether or not the Chargee is or
become an administrative receiver;


 


to exercise those powers and rights specified in the Schedule
and exercise them in the name of the Chargor and in such manner and on such terms as the person exercising them shall in their
sole absolute discretion consider appropriate.


 


The power of sale conferred
on the Chargee and on any receiver by this Deed shall operate as a variation and extension of the statutory power of sale under
Section 101 of the Law of Property Act 1925 and such power shall arise (and the Secured Liabilities shall be deemed due and payable
for that purpose) on execution of this Deed. Sections 93 and 103 of Law of Property Act 1925 shall not apply to this Deed.


 


Each of the Chargee and any
receiver shall have full power to delegate (either generally or specifically) the powers, authorities and discretions conferred
on it by this Deed (including the power of attorney) on such terms and conditions as it shall see fit which delegation shall not
preclude either the subsequent exercise of such power, authority or discretion by the Chargee or the receiver itself or any subsequent
delegation or revocation thereof.


 


If at any time the Chargor
does not comply with any of his obligations under this Deed, the Chargee may (but shall not be obliged to) rectify such default
and the Chargor irrevocably authorises the Chargee, its employees and agents, at the Chargor’s expense, to do all such things
are as necessary or desirable to rectify such default.


 




    	9



    	 



    

 


Power of attorney


 


The Chargor by way of security irrevocably
and severally appoints the Chargee as his attorney in his name and on his behalf to take any action which the Chargor is obliged
to take under this Deed provided that such power of attorney shall not be exercised unless and until the security becomes enforceable
under clause 8.1 of this Deed.


 


The Chargor ratifies and confirms to agree
to ratify and confirm all things done and all documents executed by any attorney in the exercise or purported exercise of all or
any of his powers.


 


Application of receipts


 


Priority of enforcement


 


In the event that the security created by
this Deed becomes exercisable, the Chargee agree to firstly set off any amounts due in respect of any dividends, interest or other
distribution paid or payable in relation to any of the Charged Assets in order to reduce the amount of the Secured Liabilities.


 


Priority of payment


 


All monies received by the Chargee in the
enforcement of this Deed shall (subject as follows) be applied in the following order, in payment:


 


firstly, of all fees, costs, charges, taxes, liabilities
and expenses in relation to any enforcement of this Deed;


 


secondly, in satisfaction of the obligations and liabilities
owed to the Chargee by the Chargor pursuant to the SPA and the Loan Notes in any order that the Chargee may, in its discretion,
from time to time determine, provided that, in relation to the priority of payments due under the Loan Notes, the Loan Note in
relation to amounts due under the SPA shall be paid in priority to the Loan Note in relation to expenses.


 


Avoidance of Payment


 


If the Chargee reasonably considers that
any amount paid or credited to it is capable of being avoided or reduced by virtue of any bankruptcy, insolvency, liquidation or
similar laws, the liability of the Chargor under this Deed and the security instituted hereby shall continue and such amount shall
not be considered to have been irrevocably paid.


 




    	10



    	 



    

 


Expenses and Indemnity


 


Expenses


 


The
Chargor shall within 20 business days of demand of the Chargee, pay or reimburse the Chargee for reasonable costs and expenses
(including reasonable legal fees) together with any VAT or similar taxes thereon incurred by it in connection with the preparation,
execution, perfection, amendment, enforcement, discharge and/or assignment of this Deed. 


 


Indemnity


 


The Chargor shall, notwithstanding any release
or discharge of all or any part of the security constituted by this Deed, indemnify the Chargee, its agents, attorneys and any
receiver against any action, proceeding, claim, loss, liability and cost which it may sustain:


 


(b)        in
the exercise (or purported exercise) of any of the rights, powers or discretions vested in them by this Deed (or by law); and/or


 


(c)        in
connection with or otherwise relating to this Deed or the Charged Assets,


 


provided always that this indemnity shall
have no effect to the extent that any such action, proceeding, claim, loss, liability or cost is caused or increased in whole or
in part as a result of the negligence, wilful misconduct or fraud of the Chargee.


 


Notices


 


Communications in writing


 


Any communication to be made under or in
connection with this Deed shall be made in writing and, unless otherwise stated, may be made by fax or letter.


 


Addresses


 


The address of each Party for any communication
or document to be made or delivered under or in connection with this Deed is the address set opposite the name of such Party at
the beginning of this document or any substitute address, as the Party may notify to the other Parties by not less than five Business
Days’ notice.


 




    	11



    	 



    

 


Delivery


 


Any communication or document
made or delivered by one person to another person in connection with this Deed will only be effective when it has been left at
the relevant address or five Business Days after being deposited in the post postage prepaid in an envelope addressed to him at
that address.


 


Any communication or document
made or delivered to any Chargor in accordance with this clause Clause 0 (Delivery )
will be deemed to have been made or delivered to each of the Chargors.


 


Discharge


 


Upon
the satisfaction and discharge in full of the Secured Liabilities the Chargee will, at the request and cost of the Chargor, discharge
this Deed.


 


No
discharge will be of any effect if any security or payment given or made in respect of the Secured Liabilities is rescinded, avoided,
reduced or invalidated whether in respect of any insolvency or otherwise.


 


Notwithstanding
any other provision of this Deed, it is expressly agreed and understood that the liability of the Chargor under this Deed shall
not exceed and shall be limited to an amount equal to that received or receivable by the Chargee as a result of the realisation
of the Charged Assets and the application of the proceeds thereof. The provisions of this Clause 10.3. shall survive termination
of this Deed and/or the release of the security created hereunder.


 


Assignment and transfer


 


Assignment


 


The Chargee shall not assign, transfer or
novate any of his rights or obligations under this Deed without the prior written consent of the Chargor.


 


General provisions


 


Rights of third parties


 


Unless the right of enforcement
is expressly granted, it is not intended that a third party should have the right to enforce a provision of this Deed pursuant
to the Contracts (Rights of Third Parties) Act 1999.


 


The parties may rescind or
vary this Deed without the consent of a third party to whom an express right to enforce any of its terms has been provided.


 


Partial invalidity


 


The illegality, invalidity or unenforceability
for whatever reason of any provision of this Deed in any jurisdiction, shall not affect the legality, validity or enforceability
of that provision in any other jurisdiction or legality, validity or enforceability of the remaining provisions in any jurisdiction.


 




    	12



    	 



    

 


Remedies and waivers


 


No failure to exercise, nor any delay in
exercising, on the part of any Secured Party, any right or remedy under this Deed shall operate as a waiver, nor shall any single
or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy.
The rights and remedies provided in this Deed are cumulative and not exclusive of any right or remedies provided by law.


 


Chargor’s obligations


 


Neither the Security Interest in the Charged
Assets created under this Deed nor the obligations of the Chargor under this Deed will be affected by any act, omission, matter
or thing which, but for this Clause 0 (Chargor’s obligations ),
would reduce, release or prejudice that Security Interest or any of its obligations under this Deed (without limitation and whether
or not known to it or any Secured Party) including:


 


any time, waiver or consent granted to, or composition with,
any other person;


 


the release of any other person under the terms of any composition
or arrangement with any creditor of the Chargor;


 


the taking, variation, compromise, exchange, renewal or release
of, or refusal or neglect to perfect, take up or enforce, any rights against, or Security over assets of any other person or any
non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise
the full value of any Security;


 


any incapacity or lack of power, authority or legal personality
of or dissolution or change in the members or status of any other person;


 


any amendment, novation, supplement, extension (whether of maturity
or otherwise) or restatement (in each case, however fundamental and whether or not more onerous), or replacement, assignment, avoidance
or termination of the SPA;


 


any unenforceability, illegality or invalidity of any obligation
of any person under the SPA or any other document or security; or


 


any insolvency or similar proceedings.


 


Perpetuity Period


 


The perpetuity period under the rule against
perpetuities, if applicable to this Deed, shall be the period of eighty years from the date of this Deed.


 


No Liability


 


None of the Chargee, its delegate(s) nominee(s)
or any receiver shall be liable for any loss by reason of (a) taking any action permitted by this Deed or (b) any neglect or default
in connection with the Charged Assets or (c) taking possession of or realising all or any part of the Charged Assets, except in
the case of gross negligence or wilful default upon its part. The Chargee, its delegate(s) nominee(s) or any receiver shall not
in any circumstances incur any liability whatsoever in respect of any calls, instalments or otherwise in connection with the Charged
Assets.


 




    	13



    	 



    

 


Counterparts


 


This Deed may be executed in any number
of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Deed.


 


Law and jurisdiction


 


Governing Law


 


This Deed and any non-contractual obligations
arising out of or in relation to this Deed shall be governed by English law.


 


The courts of England shall have exclusive
jurisdiction to settle any dispute, including without limitation, disputes relating to non-contractual obligations arising out
of or in connection with this Deed.


 


This Deed has been executed as a Deed
and delivered on the date stated at the beginning of this Deed.


 




    	14



    	 



    

 


Schedule


 


Chargee’s
powers


 


		1	DEALING WITH CHARGOR’S ASSETS



 


		(a)	Possession



 


To get in, use and/or collect any Charged
Assets.


 


		(b)	Compromise claims



 


To compromise any claim relating to the
Charged Assets.


 


		(c)	Payments



 


To pay any outgoings and payments charged
on or otherwise relating to the Charged Assets or their ownership or use.


 


		(d)	Receipts



 


To give receipts and releases for any sums
received.


 


		(e)	Assumption of rights



 


To assume, exercise, cancel and/or vary
all or any of the powers and rights conferred on the Chargor under any Charged Asset.


 


		2	DISPOSALS



 


To sell or otherwise realise and deal with,
and transfer title to, the Charged Assets, in return for such consideration as it thinks fit and whether or not:


 


(i)        for
immediate or deferred consideration;


 


(ii)       in
return for a single payment or instalments; and


 


(iii)      for
consideration wholly or partly in cash, property or securities in whatever form,


 


and in all cases the terms of which shall
bind any subsequent mortgagee.


 


		3	GENERAL



 


		(a)	General powers



 


To do or abstain from doing all such things
as it considers necessary or desirable for perfecting, maintaining preserving or enhancing the value of any of the Charged Assets
or for or in connection with the enforcement of the security created by this Deed or the realisation of any of the Charged Assets
including:


 


(i)          executing,
delivering and completing all or any deeds or other documents;


 




    	15



    	 



    

 


(ii)         using
the name the Chargor in connection with any of the purposes in this Schedule (Chargee’s powers );


 


(b)          commencing,
carrying out and completing any acts, matters or proceedings in relation to any Charged Asset as if it were the sole and absolute
beneficial owner of the Charged Assets;


 


(c)          General


 


All his powers and discretions under this
Deed shall be:


 


(i)          exercisable
on such terms and conditions and otherwise as it may think fit; and


 


(ii)         as
if he was the absolute and beneficial owner.


 




    	16



    	 



    

 


EXECUTION PAGE


 


	Executed as a deed by	 
	 	 
	OLIVER BENGOUGH	 
	 	 
	in the presence of:	 
	 	 
	Witness name:	 
	 	 
	Signature of witness:	 
	 	 
	Address:	 
	 	 
	Occupation:	 
	 	 
	Executed as a deed by	 
	 	 
	JJAT CORP.	 
	 	 
	By:	 
	 	 
	(Director) and	 
	 	 
	By:	 
	 	 
	(Director/Secretary)	 


 




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