EXECUTION VERSION


 


DATED: 12TH FEBRUARY, 2014


 


SHAREHOLDERS’ AGREEMENT IN RELATION
TO OBAR CAMDEN HOLDINGS LIMITED


 


Between


 


OLIVER BENGOUGH


 


And


 


KOKO (CAMDEN) LIMITED


 


And


 


ROBERT ELLIN


 


And


 


OBAR CAMDEN HOLDINGS LIMITED


 


And


 


TRINAD CAPITAL MASTER FUND LIMITED


 




    	 



    	 



    

 


	CONTENTS


 


CLAUSE


	1.	Interpretation	2
	2.	Business of OBAR Camden Holdings	4
	3.	OB Share Exchange	5
	4.	Matters requiring consent of the Shareholders	6
	5.	Transfer of shares	7
	6.	Events of default	8
	7.	Completion of share purchase	9
	8.	Fair value	10
	9.	Issue of further shares	10
	10.	The board	11
	11.	Termination	12
	12.	Accounting	13
	13.	Status of this agreement and the parties’ obligations	14
	14.	No partnership	14
	15.	Confidentiality	14
	16.	Notices	14
	17.	Power of Attorney	16
	18.	Severance	16
	19.	Variation and waiver	16
	20.	Assignment	16
	21.	Transaction expenses	16
	22.	Entire agreement	17
	23.	Third party rights	17
	24.	Counterparts	17
	25.	Governing law and jurisdiction	17


 




    	 



    	 



    

 


THIS DEED is dated 12th February, 2014


 


PARTIES


 


(1)         OLIVER
BENGOUGH of (“OB”); and


 


(2)         KOKO
(CAMDEN) LIMITED, a private limited company registered in England and Wales under company number 08763877 and whose registered
office is at (“KOKO UK Holdco”); and


 


(3)         ROBERT
ELLIN of c/o (“RE”); and


 


(4)         TRINAD
CAPITAL MASTER FUND LIMITED of (“Trinad”);


 


(5)         OBAR
CAMDEN HOLDINGS LIMITED, a private limited company registered in England and Wales under company number 08257455 and whose
registered office is at (“OBAR Camden Holdings”).


 


BACKGROUND


 


(A)         OBAR
Camden Holdings has an issued share capital of £5,162.80 divided into 97,756 ordinary shares of £0.05 each and 5,500
deferred ordinary shares of £0.05 each all of which are issued and fully paid.


 


(B)         OBAR
Camden Holdings is the legal and beneficial owner of 100% of the issued share capital of OBAR Camden Limited.


 


(C)         RE
and the RE Affiliates currently own 100% of shares in KOKO US Holdco which is the 100% shareholder of KOKO UK Holdco.


 


(D)         Pursuant
to separate sale and purchase agreements dated on or about the date hereof (i) Alex Rutherford has agreed to sell to KOKO UK Holdco
46,410 ordinary shares of £0.05 each in OBAR Camden Holdings (the “First Sale Agreement”) and (ii) Hugh
Doherty and Laurence Seymour have collectively agreed to sell to KOKO UK Holdco 4,936 ordinary shares of £0.05 each and 5,500
deferred ordinary shares in OBAR Camden Holdings (the “Second Sale Agreement”)- The First Sale Agreement and
the Second Sale Agreement are collectively referred to as the “Purchase Transaction” and Alex Rutherford, Hugh
Doherty and Laurence Seymour are collectively referred to as the “Sellers”.


 


(E)         Following
completion of the First Sale Agreement, OB and KOKO UK Holdco will be the registered owners of the following ordinary shares of
£0.05 each in the capital of OBAR Camden Holdings:


 




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	OLIVER BENGOUGH	46,410 ordinary shares
	 	 
	KOKO (CAMDEN) LIMITED	46,410 ordinary shares


 


Hugh Doherty and Laurence Seymour will hold the following shares
pending completion of the Second Sale Agreement:


 


	HUGH DOHERTY	2,498 ordinary shares and 2,750 deferred ordinary shares
	 	 
	LAURENCE SEYMOUR	2,498 ordinary shares and 2,750 deferred ordinary shares


 


(F)         Immediately
following completion under the Second Sale Agreement, Koko UK Holdco will sell to OB, and OB will purchase from Koko UK Holdco,
2,468 ordinary shares of £0.05 each and 2,750 deferred ordinary shares in OBAR Camden Holdings on the terms and conditions
specified in this agreement (“OB Purchase Agreement”). Following completion of that transaction, the ownership
of OBAR Camden Holdings will be:


 


	OLIVER BENGOUGH	46,410 ordinary shares
	 	 
	 	2,750 deferred ordinary shares
	 	 
	KOKO (CAMDEN) LIMITED	46,410 ordinary shares
	 	 
	 	2,750 deferred ordinary shares


 


(G)         The
Shareholders have agreed to enter into this agreement for the purpose of:


 


(a)          OB
and KOKO UK Holdco controlling their capacity as shareholders of OBAR Camden Holdings, before and after completion of the Purchase
Transaction;


 


(b)          agreeing
on the responsibility for Transaction Expenses relation to the Purchase Transaction; and


 


(c)          implementing
the OB Purchase Agreement between OB and KOKO UK Holdco, in a form agreed between OB and KOKO UK Holdco which shall include the
assignment of ail rights acquired by KOKO UK Holdco under the Second Sale Agreement in relation to 50% of the Minority Holding.


 


AGREED TERMS


 


1.            Interpretation


 


1.1           The
following definitions shall apply in this agreement.


 


Board means the board of directors
of OBAR Camden Holdings and the Subsidiary as constituted from time to time.


 


Business Day: a day (other than a
Saturday, Sunday or public holiday in the United Kingdom) when banks in the City of London are generally open for business.


 




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Continuing Shareholders: has the
meaning given in clause 5.3 and Continuing Shareholder means any of them.


 


Director: means a director of OBAR
Camden Hoidings and the Subsidiary.


 


Guarantor: has the same meaning as
defined in the First Sale Agreement and the Second Sale Agreement.


 


JJAT: JJAT CORP., a private company
limited by shares incorporated and registered under the laws of the State of Delaware.


 


Price Notice: has the meaning given
in clause 5.4.


 


Sale Price: subject to clause 5.2(a),
the Proposed Sale Price or, following service of a Price Notice, the price per Sale Share determined in accordance with clause
5.4.


 


Shareholder: each of the parties
from time to time to this agreement (including any person who becomes a party by executing a deed of adherence pursuant to clause
5.8(b)) and who hold shares in OBAR Camden Holdings or the Subsidiary, together with their respective successors and assigns
and Shareholders means all of them together.


 


Transaction Expenses: means the purchase
price payable in connection with the Purchase Transaction and the transaction costs and expenses incurred by the parties in connection
with the Purchase Transaction, including, without limitation, the costs and expenses as set out in accordance with the Schedule
hereto and such other reasonable additional costs as may be agreed between OB and RE.


 


OB Director: means any Director appointed
to the Board by OB.


 


RE Affiliates: means each of The
Robert Ellin 2011 Family Trust III, Maile Moore, Robert & Nancy Ellin Family Foundation, and Robert S. Ellin Profit Sharing
Plan.


 


RE Director: means any Director appointed
to the Board by KOKO UK Holdco.


 


Subsidiary: means OBAR Camden Limited.


 


Valuers: an independent firm of accountants
appointed by the Seller and by the Continuing Shareholder(s) or, in the absence of agreement between them on the identity of the
expert within 30 days of the expiry of the 30 day period following service of a Price Notice, an independent firm of accountants
appointed by the President, for the time being, of the Institute of Chartered Accountants of England and Wales (in each case acting
as an expert and not as an arbitrator).


 


1.2           Clause
headings do not affect the interpretation of this agreement.


 




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1.3           A
reference to a person includes a natural person, a corporate or unincorporated body (whether or not having a separate legal
personality).


 


1.4           A
reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension,
application or re-enactment, and includes any subordinate legislation for the time being in force made under it.


 


1.5           A
reference to writing or written includes faxes but not e-mail.


 


1.6           Words
in the singular include the plural and in the plural include the singular.


 


2.            Business
of OBAR Camden Holdings


 


2.1           Each
Shareholder shall, for as long as he holds any shares in the capital of OBAR Camden Holdings, procure (so far as is lawfully possible
in the exercise of his rights and powers as a shareholder of OBAR Camden Holdings) that the business of OBAR Camden Holdings is
carried on in accordance with the memorandum and articles of association as bye-laws, as the case may be, as adopted by OBAR Camden
Holdings for the time being.


 


2.2           RE
shall obtain, or shall arrange for not less than US$ 4,000,000 in financing to KOKO UK Holdco in order to fund KOKO UK Holdco’s
obligation to acquire the shares of Alex Rutherford under the terms of the First Sale Agreement.


 


2.3           Each
Shareholder intends that KOKO UK Holdco shall complete the Second Sale Agreement by acquiring the minority shareholding in OBAR
Camden Holdings from Hugh Doherty and Laurence Seymour (“Minority Holding”). The payment of Transaction Expenses,
including the purchase of the Minority Holding by KOKO UK Holdco, shall be funded from the first US$ 300,000 of net revenue generated
by OBAR Camden Holdings or the Subsidiary after the date of the First Sale Agreement, and each of RE and OB shall take all reasonable
actions as necessary to make these funds available.


 


2.4           Trinad
and RE hereby jointly and severally agree that OB shall only become liable as Guarantor under the Purchase Transaction in the event
that Trinad in its capacity as Guarantor under the Purchase Transaction fails to fund the full amount of the $4,000,000 commitment
set forth in clause 2.2 to any of the Sellers pursuant to the terms of the Purchase Transaction, Trinad and RE shall indemnify,
and keep indemnified, OB against all liabilities, costs, expenses, damages and losses and other reasonable professional costs and
expenses suffered or incurred by OB arising out of or in connection with any claim raised by the Sellers against OB in his capacity
as Guarantor under the Purchase Transaction as a direct result of Trinad’s failure to meet its financial obligations under
clause 2.2. In the event that OB is required to satisfy any liability as a Guarantor as a result of the failure of KOKO UK Holdco,
Trinad or RE failing to satisfy their respective obligations pursuant to the Purchase Transaction or this Agreement, without limitation
to any other rights OB may have, the amount satisfied by OB as a Guarantor as a result of the failure of KOKO UK Holdco, Trinad
or RE failing to satisfy their respective obligations pursuant to the Purchase Transaction or this Agreement shall remain outstanding
as a promissory note due from KOKO UK Holdco to OB (the “KOKO UK Note”), which will be in a form substantially
similar to the OB Note referred to below), which will mature eighteen months following its date of issue, bear interest at 8% per
annum over the base rate of Barclays Bank PLC, payable semi-annually, have a cure period of 60 days and be secured by (i) KOKO
UK’s shares in OBAR Camden Holdings; and (ii) Trinad’s on-going obligations pursuant to this clause 2.4.


 




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2.5           In
the event that (i) any guarantees or security, granted to the Sellers by KOKO UK Holdco or OB; or (ii) the provisions of clause
3 of the First Sale Agreement or the Second Sale Agreement (Consequences of Failure to Pay Deferred Consideration) is enforced
and this results in the sale of OBAR Camden Holdings or the Subsidiary or any of their assets, then the proceeds of such sale shall
be split equally between KOKO UK Holdco and OB once KOKO UK Holdco has satisfied its commitment to contribute not less than US$
4,000,000 in accordance with clause 2.2 of this agreement. If OB has satisfied any balance of the KOKO UK Holdco US$ 4,000,000
commitment on behalf of KOKO UK Holdco, then he shall be repaid such amount due to him from the proceeds of the sale prior to the
distribution of any remaining balance equally between KOKO UK Holdco and OB.


 


3.           OB
Share Purchase


 


3.1           OB
and RE have agreed that the amount of any Transaction Expenses over and above US$ 4,000,000 shall be split equally between OB and
RE. This business terms will be implemented pursuant to the OB Purchase Agreement, under which OB will purchase 2,468 ordinary
shares of £0.05 each and 2,750 deferred ordinary shares of OBAR Camden Holdings for a purchase price equal to 50% of the
Consideration payable under the Second Sale Agreement. The purchase price under the OB Purchase Agreement and 50% of the excess
of Transaction Expenses over and above US$ 4,000,000 will be made in the form of a promissory note payable by OB to KOKO UK Holdco
(“OB Note”). The OB Note shall be reduced by an amount equal to 50% of any payments made by OBAR Camden Holdings
and/or the Subsidiary to satisfy any portion of the Transaction Expenses (including the consideration due for the Minority Holding).
The OB Note will be in the form attached to the OB Purchase Agreement, will mature eighteen months following its date of issue,
bear interest at 8% per annum, payable annually, have a cure period of 60 days and be secured by (i) OB’s stock in OBAR Camden
Holdings and (ii) OB’s real property securing OB’s obligation as a Guarantor under the First Sale Agreement (which
shall be in second position if OB’s obligation as Guarantor remains outstanding following March 31, 2014). The Shareholders
agree that (i) operating revenue of OBAR Camden Holdings available for distribution will be distributed in equal parts to KOKO
UK Holdco and OB to satisfy OB’s obligation on the OB Note and KOKO UK Holdco’s obligations to JJAT for Transaction
Expenses and (ii) they will use their commercially reasonable efforts to obtain financing from Barclays (or any other financial
institution) to permit distributions to OB and KOKO UK Holdco to satisfy the foregoing obligations and/or to use for OBAR Camden
Holding’s working capital, as mutually agreed by the Shareholders.


 


3.2           The
OB Purchase Agreement, OB Note and related security documentation shall be executed by the parties thereto concurrently with completion
of the Second Sale Agreement, and shall close the transactions contemplated therein upon execution thereof.


 


3.3           RE
agrees that OB’s shares in OBAR Camden Holdings shall not be subject to any liens or security interests securing any funding
provided by RE or any third party to fund up to U.S. $4,000,000 of the Transaction Expenses.


 




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4.            Matters
Requiring Consent of the Shareholders


 


Each Shareholder shall, for as long as he
holds any shares in the capital of OBAR Camden Holdings, procure (so far as is lawfully possible in the exercise of his rights
and powers as a shareholder of OBAR Camden Holdings) that OBAR Camden Holdings shall not, and shall procure that the Subsidiary
shall not, without the prior written consent of OB and RE:


 


(a)          cease
to be a private company or change (by whatever means) the nature of its business from the type of business conducted on or prior
to the date of this agreement as varied from time to time in accordance with this clause 4(a); or


 


(b)          amend
its memorandum and articles of association or bylaws; or


 


(c)          change
the name of OBAR Camden Holdings or the Subsidiary; or


 


(d)          sell
or otherwise dispose of the whole or any part of its undertaking, property, assets, or any interest in them or contract to do so
whether or not for valuable consideration; or


 


(e)          increase,
reduce, sub-divide, consolidate, redenominate, cancel, purchase or redeem any of the capital of, or allot or issue any shares or
other securities in the capital of, OBAR Camden Holdings or the Subsidiary; or


 


(f)          alter
any rights attaching to any class of share in the capital of OBAR Camden Holdings or the Subsidiary, or create any option, warrant
or any other right to acquire or subscribe for any shares or other securities in the capital of OBAR Camden Holdings or the Subsidiary;
or


 


(g)         declare
any dividend or other form of distribution; or


 


(h)         adopt
or amend any business plan; or


 


(i)          conduct
its business otherwise than in the ordinary course of business on an arm’s length basis; or


 


(j)          do,
permit or allow to be done any act or thing whereby OBAR Camden Holdings or the Subsidiary may be wound-up, or enter into any compromise
or arrangement under the laws of any relevant jurisdiction; or


 


(k)         merge
or amalgamate with any other company or undertaking, or acquire directly or indirectly any interest in any shares or other security
convertible into shares of any other company, or form or acquire any subsidiary; or


 


(l)          purchase,
lease or otherwise acquire assets, or any interests in assets, which in aggregate exceed the value of £15,000 or for consideration
which exceeds £15,000; or


 


(m)        enter
into any other contract, transaction or arrangement of a value exceeding £15,000; or


 




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(n)         borrow
any money or create any mortgage, debenture, pledge, lien or other encumbrances over the undertaking or assets of OBAR Camden Holdings
or the Subsidiary, or factor, assign, discount or otherwise dispose of any book debts or other debts of OBAR Camden Holdings or
the Subsidiary; or


 


(o)         give
any guarantee, make any payment or incur any obligation or act as surety otherwise than in connection with OBAR Camden Holdings’
or the Subsidiary’s ordinary business for the time being; or


 


(p)         lend
or agree to lend, grant any credit or make any advance to any person otherwise than in the ordinary course of the business of OBAR
Camden Holdings or the Subsidiary; or


 


(q)         remove
any director appointed by a Shareholder; or


 


(r)          hold
any meeting of the shareholders or purport to transact any business at such meeting, unless each Shareholder is present, whether
in person or by proxy; or


 


(s)         until
all Transaction Expenses shall have been paid in full, pay any compensation to RE, OB or any other Shareholder; or


 


(t)          make
any payments (by check, wire transfer or otherwise) in excess of £15,000 [Note: approximately $25,000] to any
person.


 


5.            Transfer
of Shares


 


5.1           No
Shareholder shall sell, transfer, assign, pledge, charge or otherwise dispose of any share or any interest in any share in the
capital of OBAR Camden Holdings or the Subsidiary, except (i) the pledge of OB’s shares in OBAR Camden Holdings to secure
the OB Note or (ii) or with the prior written consent of all other Shareholders.


 


5.2           Except
for transfers to which all Shareholders give their prior written consent, no Shareholder shall transfer any shares unless he transfers
all (and not some only) of the shares held by him.


 


5.3           A
Shareholder (Seller) wishing to transfer shares in the capital of OBAR Camden Holdings (Sale Shares) shall give notice in
writing (Transfer Notice) to the other parties (Continuing Shareholders) specifying the details of the proposed transfer,
including the number of Sale Shares comprised within the Transfer Notice, the identity of the proposed buyer(s), the proposed price
for each Sale Share (Proposed Sale Price) and each Continuing Shareholder’s proportionate entitlement to the Sale
Shares, being the same proportion of the Sale Shares as the proportion that the number of ordinary shares held by him bears to
the total number of ordinary shares held by the Continuing Shareholders (in respect of each Continuing Shareholder, his Entitlement).


 


5.4           The
Continuing Shareholders (or any of them) may, by giving notice in writing (Price Notice) to the Seller at any time within
30 days of receipt of a Transfer Notice, notify the Seller that the Proposed Sale Price is too high. Following service of a Price
Notice, the parties shall endeavour to agree a price for each of the Sale Shares. If the parties have not agreed such a price within
30 days of the Seller’s receipt of a Price Notice, they (or any of them) shall immediately instruct the Valuers to determine
the Fair Value of each Sale Share in accordance with clause 8.


 




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5.5           If,
following delivery to him of the Valuers’ written notice in accordance with clause 8, the Seller does not agree with
Valuers’ assessment of the Fair Value of the Sale Shares, he shall be entitled to revoke the Transfer Notice by giving notice
in writing to the Continuing Shareholders within 30 days of delivery to him of the Valuers’ written notice. If the Seller
revokes the Transfer Notice, he is not entitled to transfer the Sale Shares except in accordance with this agreement.


 


5.6           Within
30 days of receipt (or deemed receipt) of a Transfer Notice or, if later, within 30 days of receipt of the Valuers’ determination
of the Fair Value (and provided the Seller has not withdrawn the Transfer Notice in accordance with clause 5.5), a Continuing
Shareholder shall be entitled (but not obliged) to give notice in writing (Acceptance) to the Seller stating that he wishes
to purchase the Sale Shares at the Sale Price.


 


5.7           Completion
of those Sale Shares accepted by Continuing Shareholders under clause 5.6 shall take place in accordance with clause
7.


 


5.8           In
relation to any Sale Shares not accepted by Continuing Shareholders under clause 5.6:


 


(a)          the
Seller shall be entitled to transfer those Sale Shares to the third party buyer identified in the Transfer Notice at a price per
Sale Share not less than the Sale Price; and


 


(b)          the
Seller shall procure that any buyer of Sale Shares that is not, immediately prior to completion of the transfer in question, a
party to this agreement shall, at completion, enter into a deed of adherence with the Continuing Shareholders, agreeing to be bound
by the terms of this agreement, in such form as the Continuing Shareholders may reasonably require (but not so as to oblige the
buyer to have any obligations or liabilities greater than those of the Seller).


 


6.            Events
of Default


 


6.1           A
Shareholder is deemed to have served a Transfer Notice under clause 5.3 immediately before any of the following events of
default:


 


(a)          his
death; or


 


(b)          a
bankruptcy order being made against him, or an arrangement or composition being made with his creditors, or where he otherwise
takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors; or


 


(c)          he
fails to remedy a material breach by him of any obligation under this agreement within 30 days of notice to remedy the breach being
served by all the other Shareholders.


 




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6.2           The
deemed Transfer Notice has the same effect as a Transfer Notice, except that:


 


(a)          the
deemed Transfer Notice takes effect on the basis that it does not identify a proposed buyer or state a price for the shares and
the Sale Price shall be the Fair Value of those shares, determined by the Valuers in accordance with clause 8; and


 


(b)          the
Seller does not have a right to withdraw the Transfer Notice following a valuation.


 


7.            Completion
of Share Purchase


 


7.1           Completion
of the sale and purchase of shares under clause 5 and clause 6 of this agreement shall take place 30 days after:


 


(a)          the
date of delivery (or deemed date of delivery) of the Transfer Notice to the Continuing Shareholders, unless the Continuing Shareholders
(or any of them) have served a Price Notice under clause 5.4; or


 


(b)          the
date of delivery of determination of the Sale Price in accordance with clause 5.4.


 


7.2           At
such completion:


 


(a)          the
Seller shall deliver, or procure that there is delivered to each Continuing Shareholder who is to purchase Sale Shares, a duly
completed stock transfer form transferring the legal and beneficial ownership of the relevant Sale Shares to him, together with
the relevant share certificate(s) (or an indemnity in lieu thereof) and such other documents as the Continuing Shareholders or
OBAR Camden Holdings may reasonably require to show good title to the shares, or to enable him to be registered as the holder of
the shares;


 


(b)          each
relevant Continuing Shareholder shall deliver or procure that there is delivered to the Seller a bankers’ draft made payable
to the Seller or to his order for the Sale Price for the Sale Shares being transferred to him (or such other method of payment
agreed between a Continuing Shareholder and the Seller); and


 


(c)          if,
following a sale of shares in accordance with this agreement, the Seller holds no further shares in OBAR Camden Holdings:


 


(i)          the
Seller shall deliver, or procure that there are delivered to OBAR Camden Holdings, his resignation as a director of OBAR Camden
Holdings and resignations from any directors appointed by him, such resignations to take effect at completion of the sale of the
Sale Shares; and


 


(ii)         the
Seller shall automatically cease to be a party to this agreement, but without prejudice to any rights or obligations of the Seller
which accrued before such cessation (including, without limitation, his obligations under clause 15 which shall survive
such cessation), including in respect of any prior breach of this agreement.


 




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7.3           Any
transfer of shares by way of a sale under this agreement shall be deemed to include a warranty that the Seller sells the shares
with full title guarantee.


 


7.4           If
any Continuing Shareholder fails to pay the Sale Price payable by him on the due date, without prejudice to any other remedy which
the Seller may have, the outstanding balance of that Sale Price shall accrue interest at a rate equal to 2% per annum above the
base rate of Barclays Bank Pic from time to time.


 


7.5           Each
of the Continuing Shareholders shall procure (so far as is lawfully possible in the exercise of his rights and powers as a shareholder
of OBAR Camden Holdings) the registration (subject to due stamping by the Continuing Shareholders) of the transfers of the Sale
Shares under this clause 7 and each of them consents to such transfers and registrations.


 


8.            Fair
Value


 


The Fair Value for any Sale Share shall
be the price per share determined in writing by the Valuers on the following bases and assumptions:


 


(a)          valuing
each of the Sale Shares as a proportion of the total value of all the issued shares in the capital of OBAR Camden Holdings without
any premium or discount being attributable to the percentage of the issued share capital of OBAR Camden Holdings which they represent;


 


(b)          if
OBAR Camden Holdings is then carrying on business as a going concern, on the assumption that it will continue to do so;


 


(c)          the
sale is to be on arms’ length terms between a willing seller and a willing buyer;


 


(d)          the
shares are sold free of all restrictions, liens, charges and other encumbrances; and


 


(e)          the
sale is taking place on the date the Valuers were requested to determine the Fair Value.


 


9.            Issue
of Further Shares


 


9.1           If
OBAR Camden Holdings wishes to issue further shares, each of the Shareholders shall procure (so far as is lawfully possible in
the exercise of his rights and powers as a shareholder of OBAR Camden Holdings) that OBAR Camden Holdings offers, by giving written
notice to each respective Shareholder, that proportion of the shares proposed to be issued which the number of ordinary shares
held by that Shareholder bears to the total number of ordinary shares in issue at the time OBAR Camden Holdings gives its notice.
Such offer shall state the number of shares to be issued and the price of the shares.


 


9.2           Each
Shareholder may accept the offer by giving notice to OBAR Camden Holdings, at any time within 30 days following OBAR Camden Holdings’
notice, accompanied by a banker’s draft made payable to OBAR Camden Holdings in respect of full payment for the shares to
be subscribed for.


 




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9.3           Any
shares referred to in OBAR Camden Holdings’ offer, for which the Shareholders do not subscribe, may be issued by OBAR Camden
Holdings as it thinks fit, provided that any such issue is completed within BO days after OBAR Camden Holdings’ notice of
the offer.


 


10.          The
Board


 


10.1         The
Board has responsibility for the supervision and management of OBAR Camden Holdings and the Subsidiary and its business shall require
the consent in writing of all Directors at a duly convened and held meeting of the Board.


 


10.2         There
shall be two (2) Directors on the Board of each of OBAR Camden Holdings and its Subsidiary, in each case made up of: (i) one (1)
OB Director; and (ii) one (1} RE Director.


 


10.3         The
Board shall appoint OB and RE as co-chairmen of the Board, each to serve in such position for so long as he is a member of the
Board and OB and RE shall each be appointed to all committees of the Board, to the extent permissible by law.


 


10.4         A
party may nominate a Director, and remove a Director whom it nominated, by giving notice to OBAR Camden Holdings and the other
party. The appointment or removal takes effect on the date on which the notice is received by OBAR Camden Holdings or, if a later
date is given in the notice, on that date. Each party will consult with the other prior to any appointment or removal of a Director.


 


10.5         The
parties intend that meetings of Directors shall take place at least six times each year, at any such time and place as shall be
agreed unanimously among the Directors. The dates for the minimum annual Board meetings shall be agreed at the beginning of each
calendar year.


 


10.6         The
quorum at any meeting of Directors (including adjourned meetings) is one OB Director (or his alternate) and one RE Director (or
his alternate).


 


10.7         No
business shall be conducted at any meeting of Directors unless a quorum is present at all times of the meeting and at the time
when there is to be voting on any business.


 


10.8         If
a quorum is not present within 30 minutes after the time specified for a Directors’ meeting in the notice of the meeting
then it shall be adjourned for one Business Day at the same time and place.


 


10.9         The
parties shall use their respective reasonable endeavours to ensure that each meeting of the Board and each general meeting of OBAR
Camden Holdings has the requisite quorum.


 




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10.10         Any
Director may participate in a Board meeting by means of a telephone or video conference by means of which all persons participating
in the meeting can hear each other throughout the duration of the meeting. Participation in such meeting shall constitute attendance
and presence at the meeting for the Director so participating.


 


10.11         If
a Shareholder sells or disposes of all or part of his shares in OBAR Camden Holdings so that, following completion of the relevant
sale or disposal he holds less than 5% in nominal value of the issued ordinary share capital for the time being of OBAR Camden
Holdings, he shall immediately resign any office and employment with OBAR Camden Holdings without claim for compensation.


 


10.12         The
provisions of this clause 10 shall apply mutatis mutandis to any subsidiary of OBAR Camden Holdings.


 


11.          Termination


 


11.1         This
agreement terminates immediately upon the occurrence of any of the following events:


 


(a)          
the passing of a resolution for the winding up of OBAR Camden Holdings; or


 


(b)          
the appointment of a receiver, administrator or administrative receiver over the whole or any part of the assets of OBAR
Camden Holdings or the making of any arrangement with the creditors of OBAR Camden Holdings for the affairs, business and
property of OBAR Camden Holdings to be managed by a supervisor; or


 


(c)          
all the shares of OBAR Camden Holdings are held by one Shareholder; or


 


(d)          
admission of the shares of OBAR Camden Holdings to trading on a public market.


 


11.2         Termination
of this agreement shall be without prejudice to the rights or obligations of any Shareholder accrued prior to such termination,
or under any provision which is expressly stated not to be affected by such termination including in respect of any prior breach
of this agreement.


 


11.3         Following
the passing of a resolution for the winding-up of OBAR Camden Holdings, the Shareholders shall endeavour to agree a suitable basis
for dealing with the interests and assets of OBAR Camden Holdings and shall endeavour to ensure that:


 


(a)          all
existing contracts of OBAR Camden Holdings are performed so far as resources permit;


 


(b)          no
new contractual obligations are entered into by OBAR Camden Holdings; and


 


(c)          OBAR
Camden Holdings is wound up as soon as practicable.


 




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11.4         The
following provisions of this agreement remain in full force after termination:


 


(a)          this
clause 11;


 


(a)          Clause
14 (No partnership);


 


(b)          Clause
15 (Confidentiality};


 


(c)          Clause
16 (Notices);


 


(d)          Clause
21 (Transaction Expenses);


 


(e)          Clause
22 (Whole agreement); and


 


(f)          Clause
25 (Governing law and jurisdiction).


 


12.          Accounting


 


12.1         The
parties shall procure that OBAR Camden Holdings shall at all times maintain accurate and complete accounting and other financial
records including all corporation tax computations and related documents in accordance with the requirements of all applicable
laws and International Financing Reporting Standards (“IFRS”) or U.S. Generally Accepted Accounting Principals,
as applicable.


 


12.2         Each
party and its authorised representatives shall be allowed access at all reasonable times to examine the books and records of OBAR
Camden Holdings.


 


12.3         The
parties agree that OBAR Camden Holdings shall supply each party with the financial information necessary to keep the party informed
about how effectively the business is performing and in particular shall supply each party with a copy of each year’s business
plan for approval in accordance with clause 3.


 


12.4         Each
party shall be entitled to require that OBAR Camden Holdings shall as soon as possible ensure compliance with such a request, to
provide any documents, information and correspondence necessary (at the cost of the party making the request) to enable the relevant
party to comply with filing, elections, returns or any other requirements of any applicable revenue or tax authority.


 


12.5         Subject
to (i) clause 3, (ii) after taking into account treasury needs of OBAR Camden Holdings with respect to budget forecasts and sufficient
working capital and (iii) OB’s obligations under the OB Note, each of the Shareholders shall exercise all such rights and
powers as are available to them to procure that the full amount of OBAR Camden Holdings’ profits available for distribution
in respect of each financial year during the term of this agreement is distributed in pro-rata cash by OBAR Camden Holdings to
the Shareholders by way of dividends within six weeks of the end of the financial year.


 


12.6         In
respect of each calendar year, OBAR Camden Holdings shall deliver to each of the Shareholders the following information:


 




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(a)          annual
audited accounts within 15 days of completion;


 


(b)          monthly
management financial reporting on the basis of a monthly accounting close with budget reconciliation;


 


(c)          accounting
close consolidation package with 15 days following the end of each of March, June, September and October.


 


13.          Status
of this Agreement and the Parties’ Obligations


 


13.1         Each
Shareholder shall exercise all voting rights and other powers of control lawfully available to him as a shareholder of OBAR Camden
Holdings so as to procure that, at all times during the term of this agreement, the provisions of this agreement are duly and promptly
observed and given full force and effect according to its spirit and intention.


 


13.2         If
any provisions of the memorandum and articles of association of OBAR Camden Holdings at any time conflict with any provisions of
this agreement, this agreement shall prevail as between the parties to it and each of the Shareholders shall, whenever necessary,
exercise all voting and other rights and powers lawfully available to him as a shareholder of OBAR Camden Holdings so as to procure
the amendment, waiver or suspension of the relevant provision of the memorandum and articles of association to the extent necessary
to permit OBAR Camden Holdings and its affairs to be administered as provided in this agreement.


 


14.          No
Partnership


 


The Shareholders are not in partnership
with each other, nor are they agents of each other.


 


15.         Confidentiality


 


Each Shareholder undertakes that he shall
not at any time after the date of this agreement (or, if later, the date he became a party to it) use, divulge or communicate to
any person (except to his professional representatives or advisers or as may be required by law or any legal or regulatory authority)
any confidential information concerning the terms of this agreement, the business or affairs of the other Shareholders or OBAR
Camden Holdings which may have (or may in future) come to his knowledge, and each of the Shareholders shall use his reasonable
endeavours to prevent the publication or disclosure of any confidential information concerning such matters.


 


16.          Notices


 


16.1         Any
notice given under this agreement shall be in writing and shall be delivered by hand, transmitted by email, or sent by pre-paid
first class post, recorded delivery post or international courier to the address of the party as set out in clause 14.2, or to
such other address notified to the other parties (provided that, in the case of email transmission, a successful email alert is
received confirming successful delivery of such email). A notice delivered by hand is deemed to have been received when delivered
(or if delivery is not in business hours, 9.00 am on the first Business Day following delivery). A correctly addressed notice sent
by pre-paid first class post or recorded delivery post shall be deemed to have been received 9.00 am on the second Business Day
after posting or at the time recorded by the delivery service. A correctly addressed notice sent by international courier shall
be deemed to have been received at the time recorded by the courier service. In the case of email, any such notice shall be deemed
to have been received at the time of receipt of the email notification alerting the sender that the e mail has been successfully
delivered.


 




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16.2        The
addresses for service of notices are:


 


(a)          OB:


 


(i)          


 


(ii)         


 


(iii)        


 


(b)          KOKO
UK Holdco:


 


(i)          


 


(ii)         


 


(iii)        


 


(c)          RE:


 


(i)          


 


(ii)         


 


(iii)        


 


(d)          Trinad:


 


(i)          


 


(ii)         


 


(iii)        


 


(e)          OBAR
Camden Holdings:


 


(i)          


 




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(ii)         


 


(iii)        


 


(iv)        


 


17.          Power
of Attorney [Omitted]


 


18.          Severance


 


18.1         If
any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction
to be invalid, unenforceable or illegal, the other provisions shall remain in force.


 


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


 


19.          Variation
and Waiver


 


19.1         Any
variation of this agreement shall be in writing and signed by or on behalf of all the parties for the time being.


 


19.2         No
failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of
that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy.
No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right
or remedy.


 


19.3         Unless
specifically provided otherwise, rights and remedies arising under this agreement are cumulative and do not exclude rights and
remedies provided by law.


 


20.          Assignment


 


20.1         No
person may assign, or grant any encumbrance over, or deal in any way with, any of his rights under this agreement or any document
referred to in it, or purport to do any of the same, without, in each case, the prior written consent of all the parties for the
time being.


 


20.2         Each
person that has rights under this agreement is acting on his own behalf.


 


21.          Transaction
Expenses


 


21.1         Each
Shareholder shall pay his own costs relating to the negotiation, preparation, execution and implementation by him of this agreement.


 


21.2         If
a payment due from either party under this clause is subject to tax (whether by way of direct assessment or withholding at its
source), the other party shah be entitled to receive from the party obligated to make the payment such amounts as shall ensure
that the net receipt, after tax, to recipient in respect of the payment is the same as it would have been were the payment not
subject to tax.


 




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22.          Entire
Agreement


 


22.1         This
agreement constitutes the whole agreement between the parties and supersedes any previous arrangement, understanding or agreement
between them relating to the subject matter they cover.


 


22.2         Each
party acknowledges that, in entering into this agreement, he does not rely on, and shall have no remedy in respect of, any statement,
representation, assurance or warranty of any person other than as expressly set out in this agreement or those documents.


 


22.3         Nothing
in this clause 22 operates to limit or exclude any liability for fraud.


 


23.          Third
Party Rights


 


A person who is not a party to this agreement
shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.


 


24.         Counterparts


 


This agreement may be executed in any number
of counterparts, each of which when executed and delivered shall constitute an original of that agreement, but all the counterparts
shall together constitute the same agreement. No counterpart shall be effective until each party has executed at least one counterpart.


 


25.         Governing
Law and Jurisdiction


 


25.1         This
agreement and any disputes or claims arising out of or in connection with its subject matter or formation (including non-contractual
disputes or claims} are governed by and construed in accordance with the laws of England.


 


25.2         The
parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out
of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).


 


This document has been executed as a deed and is delivered
and takes effect on the date stated at the beginning of it.


 




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