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DATED 1JUNE 2011 (1) BLUE GATE CAPITAL LIMITED (2) CONNAUGIIT ASSET MANAGEMENT LIMITED ASSET MANAGEMENT AGREEMENT Relating to The Connaught Income Fund, Series 1 (the "Fund") EMW Picton Howell LLP LONDON MILTON KEYNES

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DATED 1JUNE 2011

(1) BLUE GATE CAPITAL LIMITED

(2) CONNAUGIIT ASSET MANAGEMENT LIMITED

ASSET MANAGEMENT AGREEMENT Relating to The Connaught Income Fund, Series 1 (the "Fund")

EMW Picton Howell LLP LONDON MILTON KEYNES

CONTENTS

1 DEFINITIONS AND INTERPRETATION .....................................................................................3

2 TERM..................................................................................................................................

3 APPOINTMENT AND FUNCTIONS OF THE ASSET MANAGER ................. ....... . ......... . .................... 5

4 TERMINATION...................................................................................................... ... ... . ......... 7

5

CONFIDENTIALITY............................. .. ........... ....................................................... ... ....... . .... 8

6 ASSETMANAGER’S OBLIGATIONS ..........................................................................................9

7 FEES............ ............................................. ............. ......................... . ................ . ................... 9

8 ASSIGNMENTAND DELEGATION ............................................................................................9

9 cONFLICT OF INTEREST AND LIABILITY ...............................................................................10

10 INDEMNITY............. .......................... .... . ........ . ............................... .. .................. . ............... 11

11 ACKNOWLEDGEMENTS............................................................................. . ....... ........ ... ... .....11

12 WAIVERS............................................ ............................................................................... 11.

13 TUPE..................................................................................... Error! Bookmark not defined.

14 PROPERLAW ................................................................................ . ................ .. ........... . ....... 11

15 NOTICES............................... .. ........................................................................................... 12

16 GENERAL...........................................................................................................................12

THIS AGREEMENT IS MADE ON 1 JUNE 2011

BETWEEN

(1) BLUE GATE CAPITAL LIMITED incorporated in England and Wales with registered number 06252776 and having its registered office at 4th Floor, Biackfriars House, Parsonage, Manchester M3 23A (the "Operator").

(2) CONNAUGHT ASSET MANAGEMENT LIMITED incorporated in England and Wales with registered numbered 06058768 and having Its registered office at 1 Royal Exchange Avenue, London EC3V 3LT (the "Asset Manager").

WHEREAS:

(A) The Operator is the operator of the Fund LP and has appointed the Asset Manager in accordance with the terms of this Agreement.

(B) The Fund LP has been set up to provide Tiuta Plc ("Tiuta") with a revolving credit facility to be utilised for onward lending to Tiuta’s customers on approved terms including security at approved loan to value ratios.

(C) The Asset Manager has been appointed to consider, review and approve and generally administer any loan proposals made by Tiuta and ensure that any Investment and loan decisions ("Investments") are made in the best interest of the Fund LP

IT IS AGREED AS FOLLOWS:

DEFINITIONS AND INTERPRETATION

1.1 Save to the extent that the context or the express provisions of this Agreement require otherwise, in this Agreement:

1.1.1 "Business Day" means a day other than a Saturday or Sunday on which banks are open for business in London

1.1.2 ’Employee’ means each employee employed by the Asset Manager in connection with any of the functions to be provided by the Asset Manager under this Agreement;

1.1.3 "General Partner" means the entity which acts as the general partner to the Fund, namely Connaught Administration Services Limited;

1,1.4 "Group’ means the Asset Manager and its subsidiaries (if any) from time to time and "subsidiary"/"subsidiaries" shall bear the same meaning as in section 1159 of the Companies Act and shall also include any limited liability partnerships controlled by the Asset Manager and "Group Company"/"Group Companies’ shall be construed accordingly

1.1.5 "Investment Committee" means members of the senior management team of the Asset Manager

1.1.6 "Investment Criteria" means the criteria as agreed by the Investment Criteria from time to time

1.1.7 "Investors" means any person who subscribes for participation in the Fund LP in the form of capital contribution and a loan

1.1.8 "Limited Partners" means each of the Investors in the Fund LP

1.1.9 "Partnership Agreement" means the partnership agreement in respect of the Fund LP between Connaught Administration Services Limited (the general partner) and Connaught Asset Management Limited (the founder partner and Asset Manager) dated 29 August 2009.

1.1.10 "TUPE Regulations" means the Transfer of Undertakings (Protection of Employment) Regulations 2006;

1.1.11 words importing the singular shall include the plural and vice versa;

1.1.12 words importing any gender shall include all other genders;

1.1.13 any reference to a recital, clause, the schedule or part of the schedule is to the relevant recital, clause, schedule or part of the schedule of or to this Agreement;

1.1.14 references to this Agreement or to any other document shall be construed as references to this Agreement or to that document as modified, amended, vaned, supplemented, assigned, novated or replaced from time to time;

1.1.15 references to any statute or statutory provision (including any subordinate legislation) includes any statute or statutory provision which amends, extends, consolidates or replaces the same, or which has been amended, extended, consolidated or replaced by the same, and shall include any orders, regulations, instruments or other subordinate legislation made under the relevant statute or statutory provision provided that, no such amendment, extension, consolidation or replacement shall be included in the reference or apply for the purposes of this Agreement to the extent that it would impose any new or extended obligation, liability or restriction on, or otherwise adversely affect the rights of, any party;

1.1.16 references to a "person" includes any individual, firm, company, corporation, body corporate, government, state or agency of state, trust or foundation, or any association, Fund LP or unincorporated body (whether or not having separate legal personality and wherever incorporated or established) or 2 or more foregoing;]

1.2 The table of contents and the headings in this Agreement are included for convenience only and shall be ignored In construing this Agreement.

1.3 The recitals form part of this Agreement and shall have effect as if set out in full in the body of this Agreement and any reference to this Agreement includes the recitals.

2 TERM

2.1 This Agreement shall commence on the date of this Agreement and shall continue thereafter unless and until terminated in accordance with clause 4.

3 APPOINTMENT AND FUNCTIONS OF THE ASSET MANAGER

3.1 The Operator hereby appoints the Asset Manager as the manager of Investments of the Fund LP, subject to the provisions of this Agreement, with full power and authority to act on behalf of the Fund LP, and with the power to bind the Fund LP, to undertake the following aspects of the management of the Investments of the Fund LP

3.1.1 to consider and employ appropriate risk management techniques in any decisions to make Investments made by the Asset Manager or the Investment Committee;

3.1.2 to review the independent valuations on any properties (such properties being purchased by funds held by the Fund LP) before making any Investments;

3.1.3 to ensure that prior to any Investments being made to fund a property purchase there is a valid and enforceable legal charge over such properties in favour of the Fund LP and the Asset Manager shall be responsible for filling such legal charges with Companies House and the Land Registry within the registration time limits;

3.1.4 to ensure that any Investment Committee Member shall have all expertise and knowledge reasonably necessary for the performance of the functions of the Asset Manager in accordance with the terms of this Agreement;

3.1,5 to ensure that the correct amount of interest monies is paid to each Investor;

3.1.6 (without the prior written approval of the Operator to ensure no single loan to Tiuta exceeds more than 15% of aggregate funds held by the Fund LP (from time to time);

3.1.7 to ensure that all monies (including accrued interest) are repaid to the Fund LP following the repayment of the loan to Tiuta;

3.1.8 to provide the functions of the Asset Manager in accordance with the terms of this Agreement to a standard that could reasonably be expected of a reasonably experienced and skilled asset manager carrying out functions similar to those set Out in this Agreement and shall at all times act in good faith towards the Operator.

3.1.9 to authorise and oversee all Investments of the Fund subject to the approval of the Investment Committee;

3.1.10 to ensure that (at the written request of the General Partner or the Operator a representative of the Operator shall be entitled to attend meetings of the Investment Committee and to attend to the business of the Investment Committee;

3.1.11 to consider information provided to the Investment Committee in relation to any new Investment opportunities (a "New Opportunity") and:

3.1.11.1 to consider whether a New Opportunity meets the Investment Criteria;

3.1.11.2 to report to the Investment Committee on whether the Fund LP should proceed with a New Opportunity;

3.1,11.3 to consider if the Fund LP requires any further information relating to a New Opportunity;

3.1.12 to ensure that the Investment Committee meets at least once a month and has a number of specialist functions including but not limited to:-

3.1.12.1 discussing the economic, political and market considerations applicable to the Fund LP’s strategies and their risk levels;

3.1.12.2 approving the implementation of internal procedural changes to respond to external factors;

3.1.12.3 to taking decisions on lending strategy;

3.1.12.4 to report on the progress of each Investment; and

3.1.12.5 ensuring that the Investment Criteria are adhered to.

3.1.13 within 28 days of the end of each quarter provide a report to the Fund LP, the Limited Partners of the Fund LP and the Operator (as appointed from time to time) of the Fund LP detailing transactions undertaken by the Fund LP in the previous 3 months and a report on the performance of the Fund LP;

3.1.14 Request that the Operator review and approve any press release, fund summary, or other fund document that it may wish to issue;

11.15 generally to communicate with the General Partner and Operator, to deal with correspondence from Tiuta and to report to the Operator at such times as it shall think fit; and

3.1.16 to do all or any other acts as are required of the Asset Manager by this Agreement or as are in the Asset Manager’s reasonable opinion necessary or desirable, to give effect to the terms of this Agreement provided that such things do not represent a material extension of the scope of the obligations and duties of the Asset Manager as set out in the remainder of this clause 3.

3.2 The Operator shall on behalf of the Fund LP be entitled to veto the decision of the Investment Committee when it reasonably believes a New Opportunity does not meet the Investment Criteria and is not In the overall interests of the Fund LP.

3.3 The Operator shall on behalf of the Fund LP be entitled to veto the decision of the Investment Committee to make an Investment when it reasonably believes the decision made (including but not limited to):

3.3.1 causes a conflict of interest howsoever they arise and have not been adequately addressed; and/or

3.3.2 the interests of Limited Partners of the Fund LP have not been adequately and appropriately taken into account.

3.4 The Operator shall be entitled by notice in writing to the Asset Manager to veto any decision of the Asset Manager relating to any transaction which in the opinion of the Operator is inconsistent with the purposes of the Fund LP or which is otherwise unacceptable to the Operator, provided always that:

3.4.1 the exercise of any such veto shall not affect the validity or enforceability of actions taken or obligations incurred in accordance with the terms of this Agreement before notice of such exercise is received by the Asset Manager;

3.4.2 the Asset Manager shall not be responsible for any loss incurred as a consequence of not implementing any transaction that is the subject of such veto; and

3.4.3 the Operator shall not be entitled to exercise any veto If as a result the Asset Manager would or might become liable for breach of any lawful obligation or duty, whether in contract or under the regulatory regime applicable to the Asset Manager or otherwise howsoever.

3.5 The Asset Manager, to the extent it may lawfully do so, will give the Operator access to Inspect all documents supplied to the Asset Manager by any other person in connection with the Fund LP and will, to the same extent, provide the Operator with copies of any such documents upon written request by the Operator within 5 Business Days of receipt of such a request.

4 TERMINATION

4.1 This Agreement will terminate on the occurrence of the following events:

4.1.1 the termination of the Fund LP in accordance with the terms of the Partnership Agreement;

4.1.2 the Operator serving written notice on the Asset Manager terminating this Agreement forthwith, following a material default by the Asset Manager of Its obligations and duties under this Agreement which, only if capable of remedy, is not remedied within 28 days of notice being given by the General Partner to the Asset Manager requiring such remedy;

4.1.3 the Operator serving written notice on the Asset Manager terminating this Agreement on 3 months’ notice; The Asset Manager serving written notice on the Operator terminating this Agreement forthwith, following a material default by the Operator in the performance of Its obligations under this Agreement (including, without limitation, the failure to provide the Asset Manager with the necessary information to enable the Asset Manager to discharge its obligations under this Agreement) which, only if capable of remedy, is not remedied within 28 days of notice being given by the Asset Manager to the General Partner requiring such remedy;

4.1.4 resignation by the Asset Manager on 6 months’ notice to the Operator;

4.1.5 the Asset Manager:

4.1.5.1 has a petition for winding up or for an administration order lodged against it or passes a resolution for winding up (other than for the purpose of a solvent amalgamation or reconstruction) or resolves to present a petition for winding up or is wound up or its

directors and shareholders resolve to present a petition for an administration order or an administrative receiver or receiver or receiver and Asset Manager Is appointed in respect of the whole or any material part of the assets or undertaking of the Asset Manager or

4.1.5.2 calls a meeting of creditors or makes an application to the Court under Section 425 of the Companies Act 1985 or submits to its Creditors a proposal under Part I of the insolvency Act 1986 or enters into any arrangement or composition with Its creditors; or

4.1.5.3 suffers any lawful distress or execution to be levied on Its goods which is not paid out or sealed within 7 days;

PROVIDED THAT any termination pursuant to any of clauses 4.1.5 to 4.1.6 shall not take effect unless and until the earlier of 6 months after the occurrence of the relevant event and the date on which a replacement asset manager is appointed by the Operator in agreement with the General Partner, which agreement shall not be unreasonably withheld

4.2 Upon termination of the Asset Manager’s appointment hereunder for any reason the Asset Manager shall return forthwith to the Fund LP all papers, documents and other property belonging to the Fund LP or relating to the business or affairs of the Fund LP or the Fund LPs property which it has in its possession, custody or control provided that the Asset Manager shall be entitled to retain copies of any information required to enable the Asset Manager to comply with any applicable regulatory, tax or insurance requirements or for the purposes of any litigation in which it is a party.

4.3 Any termination of this Agreement shall be without prejudice to any rights accrued in favour of either party In respect of any breach committed prior to the date of such termination by the other party Including (without limitation) the breach giving rise to termination.

4.4 Notwithstanding the expiry or the termination of this Agreement under any of its provisions, this clause 4.4 and all the provisions of this Agreement which are expressed to have effect on, or at any time after, the expiration or determination of this Agreement, shall survive such expiration or determination, and the parties shall perform and observe their respective obligations and discharge their respective liabilities under all such provisions of this Agreement.

4.5 On termination of this Agreement howsoever terminated, the Asset Manager shall use all reasonable endeavours to effect or procure a smooth and efficient transfer to the relacement Asset Manager appointed by the Operator of Its obligations and duties hereunder, including, without limitation, the completion of any transactions in real estate assets already initiated and the handing over of documentation and title documents and shall comply with all reasonable requests of the Operator In connection therewith within a reasonable timescale.

5 CONFIDENTIALITY

5.1 The Asset Manager shall (and shall use its reasonable endeavours to procure that its directors, officers, agents, contractors, and employees shall) at all times keep confidential (including after termination of this Agreement) and not disclose or use without the prior written consent of the Operator any confidential information about the Fund LP, the Limited Partners, its activities and other assets of the Fund LP,

5.2 The Operator agrees that the Asset Manager may disclose such confidential information:

5.2.1 to its professional advisers for the purpose of taking advice relating to the Asset Manager’s compliance with its obligations under this Agreement; or

5.2.2 if required to do so by any competent regulatory authority or agency or by or under any applicable law or for the purpose of complying with the requests of its Insurers.

5.3 Before the Asset Manager discloses confidential information pursuant to this clause 5, it must inform the person to whom It is disclosing it as to its confidentiality and after that disclosure, it must procure that all persons to whom it has disclosed confidential information and their employees comply with the same obligations that the Asset Manager has under this Agreement.

6 ASSET MANAGER’S OBLIGATIONS

6.1 The Asset Manager hereby represents and warrants to the Operator and the Fund LP as follows:

6.1.1 that it has full corporate power and authority and has taken all necessary corporate action to enable it effectively to enter into and perform its obligations under this Agreement;

6.1.2 that this Agreement, when executed by all parties, will create obligations on the Asset Manager which are valid and binding on It, and enforceable in accordance with their terms; and

6.1.3 that it does not require the consent, approval or authority of any other person to enter into or perform its obligations under this Agreement and Its entry Into and performance of this Agreement will not constitute any breach of or default under any contractual or legal obligation binding upon it at the date of this Agreement.

6.2 The Asset Manager shall devote and hereby agrees to devote as much of its time and attention to the performance of Its responsibilities, duties and powers hereunder as is necessary for the purpose of fulfilling its obligations and duties to the Operator and the Fund LP under this Agreement.

6.3 In performing its responsibilities, duties and powers hereunder the Asset Manager shall exercise that degree of skill and care as could reasonably be expected of a person experienced and skilled In the financial management In the nature of the Fund LP.

7 FEES

7.1 The Fund LP shall upon receipt of a valid value added tax invoice pay the Asset Manager, or such persons as the Asset Manager has properly delegated the performance of its obligations under this Agreement to (the "Delegates"):

8 ASSIGNMENT AND DELEGATION

8.1 The Asset Manager may only assign the benefit of this Agreement to a Group Company of the Asset Manager and only then if:

8.1.1 the identity of the assignee (Including all relevant shareholders) is approved by the General Partner and the Operator, such approval not to be unreasonably withheld or delayed;

8.1.2 the assignment shall cease to take effect and shall cease to be recognised immediately the assignee ceases to be a Group Company of the Asset Manager; and

8,1.3 the assignee shall enter into a deed with the Fund LP in a form and substance reasonably satisfactory to the Fund LP to observe and perform all the obligations, covenants and duties on the part of the Asset Manager contained in this Agreement to the Intent and effect that the assignee shall assume precisely the responsibilities of Asset Manager of the Fund LP as they are set out In this Agreement.

8.2 Subject to and without prejudice to the provisions of clause 3.5, the Asset Manager undertakes that the functions, duties, obligations, discretions, rights and powers of the Asset Manager contained in this Agreement will be performed and exercised by the Asset Manager save (but subject then to the prior approval of the Operator which shall not be unreasonably withheld or delayed) In circumstances which in the reasonable opinion of the Asset Manager necessitate the use of external professional advice or services not of the kind possessed or available to those persons engaged, employed or seconded to the Asset Manager provided always that, subject to the provisions of this Agreement, the Asset Manager shall remain liable in respect of its obligations and duties under this Agreement so delegated.

9 CONFLICT OF INTEREST AND LIABILITY

9.1 The functions and duties which the Asset Manager undertakes on behalf of the Operator and the Fund LP shall not be exclusive In that the Asset Manager and any Group Company of the Asset Manager may act as General Partner, manager or Asset Manager in or of other investment vehicles provided the Asset Manager continues properly to observe and perform all of its obligations and duties In relation to this Agreement.

9,2 The Asset Manager shall disclose to the Operator any known conflicts of interest between its (or any Group Company) own interests in respect of any asset or Investment, matter or circumstance and its obligations to the Fund LP, but otherwise, the Asset Manager shall be deemed not to have notice of, and shall be under no duty to disclose to the the Operator or any Limited Partner, any fact or thing which may come to the notice of it or any servant or agent of it in the course of It rendering services to others or in the course of its business in any other capacity or in any manner whatsoever otherwise than in the course of carrying out Its obligations and duties under this Agreement. If a conflict of interest is disclosed to the Operator and the Fund LP by the Asset Manager, the Operator may notify the Asset Manager that it shall not perform any of its obligations under this Agreement in respect of the property, matter or circumstance the subject of the conflict of interest and the Operator in agreement with the General Partner, such agreement shall not be unreasonably withheld, shall thereafter procure the appointment of a replacement asset manager to operate, manage and administer the Fund LP in respect of the property, matter or circumstance the subject of the conflict of interest only.

9.3 The Asset Manager shall be under no liability on account of anything done or suffered by it in good faith in accordance with or in reliance upon any instructions, request, advice or information given to it by or on behalf of the Operator.

9.4 The Asset Manager will not be responsible In respect of the fraud, gross negligence, wilful misconduct, bad faith or reckless disregard of the obligations and duties of any third person, firm or company to whom any duties or services are delegated pursuant to this Agreement provided

that (i) the Asset Manager has exercised reasonable care and good faith in selecting such third party and (ii) the Asset Manager shall remain liable when the delegate is a Group Company.

10 INDEMNITY

10.1 The Asset Manager and its directors, officers, agents and employees (Indemnified Persons") shall be entitled to be indemnified by the Fund LP against any and all liabilities, actions, proceedings, claims, costs, demands, damages and expenses (Including reasonable legal fees) which may be incurred by or recovered against the Indemnified Persons by third parties by reason of it carrying out any of its/their duties hereunder (including without limitation as a result of the exercise by the Operator of the veto referred to in clause 3.2), save in respect of any matter resulting from (i) a breach by the Indemnified Persons of its/their obligations or duties under this Agreement, or (ii) the fraud, gross negligence, wilful misconduct, bad faith or reckless disregard of the obligations and duties of the Indemnified Persons under this Agreement.

11 ACKNOWLEDGEMENTS

11.1 It is acknowledged that the Asset Manager has no responsibility to the Fund LP for the underlying Investment decisions made by the Fund LP.

11.2 The Operator hereby represents and warrants to the Asset Manager as follows:

11.2.1 that it has full corporate power and authority and has taken all necessary corporate action to enable it effectively to enter into or perform its obligations under this Agreement;

11.2.2 that this Agreement, when executed by all parties, will create obligations on the Operator which are valid and binding on it and enforceable in accordance with its terms; and

11.2.3 that It does not require the consent, approval or authority of any other person to enter into or perform its obligations under this Agreement and its entry into and performance of this Agreement will not constitute any breach of or default under any contractual or legal obligation binding upon it at the date of this Agreement.

12 WAIVERS

12.1 A Failure by any party to exercise and any delay, forbearance or indulgence by any party in exercising any right, power or remedy under this Agreement shall not operate as a waiver of that right, power or remedy or preclude its exercise at any subsequent time or on any subsequent occasion. The single or partial exercise of any right, power or remedy shall not preclude any other or further exercise of that right, power or remedy or the exercise of any other right, power or remedy. No custom or practice of the parties at variance with the terms of this Agreement shall constitute a waiver of the rights of any party under this Agreement. The rights, powers and remedies provided in this Agreement are cumulative and not exclusive of any rights, powers or remedies provided by law.

13 PROPER LAW

13.1 This Agreement (and any disputes or claims including non-contractual disputes and claims) is governed by and is to be interpreted and construed in accordance with English law and each of the

parties hereby irrevocably agree that the courts of England are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Agreement and that accordingly, any suit, action or proceedings arising out of or in connection with this Agreement shall be brought In such courts.

14 NOTICES

14.1 Any notice or other communication to be given under, or in connection with the matters contemplated by, this Agreement shall be in writing and shall be served by delivering it personally or sending it by pre-paid first class post to the registered office address of the relevant party (or as otherwise notified by that party hereunder). Any such notice shall be deemed to have been received:

14.1.1 if delivered personally, at the time of delivery; and

14.1.2 in the case of pre-paid first class post, 48 hours from the date of posting,

provided that if deemed receipt occurs before 9:00 am on a business day the notice shall be deemed to have been received at 9:00 am on that day and if deemed receipt occurs after 5:00 pm on a business day, or on a day which is not a business day, the notice shall be deemed to have been received at 9:00 am on the next business day. For the purpose of this clause 15.1, "business day" means any day which is not a Saturday, a Sunday or a public holiday in the place at or to which the notice is left or sent.

15 GENERAL

15.1 All amounts payable pursuant to this Agreement shall, unless otherwise stated, be exclusive of any value added tax which shall be charged in addition as applicable.

15.2 No party shall be entitled to make or permit or authorise the making of any press release or other public statement or disclosure concerning this Agreement without the prior written consent of the other parties hereto (except as required by the UK Listing Authority, by a court of competent jurisdiction or by any other competent authority when such party shall first supply a copy of such statement release or disclosure to the other parties and shall incorporate any amendments or additions reasonably required by such other parties thereto).

15.3 This Agreement (together with all agreements and documents referred to herein or executed contemporaneously herewith) constitutes the entire Agreement between the parties in relation to the subject matter hereof and supersedes all prior agreements and understandings (whether oral or written) with respect thereto.

15.4 In the event that any term, condition or provision of this Agreement is held to be a violation of any applicable law, statute or regulation the same shall be deemed to be deleted from this Agreement and shall be of no force and effect and this Agreement shall remain in full force and effect as if such term, condition or provision had not originally been contained in this Agreement. Notwithstanding the foregoing In the event of any such deletion the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable and satisfactory alternative provision in place of the provision so deleted.

15.5 Nothing in this Agreement shall be deemed to constitute a partnership between the Operator, the Limited Partners of the Fund LP and the Asset Manager.

15.6 This Agreement may be executed in any number of parts each of which, when executed by one or more Parties hereto, shall constitute an original document but all of which shall together constitute one and the same instrument.

IN WITNESS WHEREOF this Agreement has been executed as a deed the day and year written above.

[EXECUTED as a DEED and DELIVERED by ) BLUE GATE CAPITAL LIMITED acting by ) one director in the presence of:

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