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COKAL LIMITED — Major Shareholding Notification 2017
May 2, 2017
64656_rns_2017-05-02_d2cef52b-cb85-4387-8033-fa560058b2d3.pdf
Major Shareholding Notification
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Form 604 Corporations Act 2001 Notice of change of interests of substantial holder
| To Company Name/Scheme | Cokal Limited | |||
|---|---|---|---|---|
| 082 641 437 ACN/ARSN |
||||
| 1. Details of substantial holder (1) | ||||
| Name | Platinum Partners Value Arbitrage Fund LP and Wintercreat Advisors LLC | |||
| ACN/ARSN (If applicable) | NÁ | |||
| There was a change in the interests of the substantial holder on |
26/07/2016 | |||
| The provious notice was given to the company on The previous notice was dated |
07/04/2016 06/04/2016 |
- Previous and present voling power
The total number of votes allached to all the voting ahares in the company or voting interests in the acheme that the substantial holder or an associate (2) had a relevant interest (3) In when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:
| Class of securities (4) | Previous notice | Present riotica. | ||
|---|---|---|---|---|
| Person a voles | Voling power (5) | Person's votes | Voling power (5) | |
| Ordinary shares | 168.109.766 | 17.66% | 76,123,243 | 1 12.B% |
3. Changes in refevent interests
Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the comp
| $-$ we learned in the a encontrust normal hours in the combany or increme are as follows: | |||||
|---|---|---|---|---|---|
| Date of change |
Person whose relevant Interest changed |
Nature of change (6) |
Consideration given (o relation, to change (7). |
Class and number of securities affected |
Person's yotes affected |
| 28/07/16 | Platinum Pertoers Velue Arbitrage Fund LP |
Ollutton resulting from the Company's private share placement |
INA | 88.109.786 | 88,109,786 |
| 29/07/16 | Plaunum Pariners Value Arbitrage Fürjd lР |
Dilution resulting from the Company's privale share placement |
N/A | 88,109,788 | 100.100.780 |
| 03/00/16 | Platinum Partners Value Arbitrage Fund l P |
Dilution resulting from iha Company'e privale share placement |
MА واستداده |
08,109,786 | 88,109,786 |
| 1200/16 | Platinum Partners Value Arbitrage Fund l۳ |
Dilution resulting from the Company's private sharo placement |
IN/A | 68,109,786 | 86,109,786 |
| 16/12/16 | Platinum Partners Value Aroltrage Fund ĹP |
Geased to be an associate of Plalinum Periners Ligula Opportunity Master Fund LP |
lwa | 44.039.638 | 44.639.638 |
| 19/12/16 | Pialinum Partners Value Arbitrage Furid LЫ. |
Sale of shares on markel |
A\$3,042:00 | 113,000 | 113.000 |
| 20/12/16 | Flatinum Partners Valua Arbitrage Fund ΙĎ |
Salc of shares on Imarkel |
A310,491.04 | 333,049 | 333.049 |
| 21/12/16 | Platinum Partners Value Arbitrage Fund I P |
Sale of shares on Imarkol |
A\$24,069.70 | K14.757 | 774.757 |
| 22/12/16 | Platinum Partners Velue Arblinage Fund ١P۰ |
Sale of shares on market |
$\sim$ 1 A56,459,97 |
राजन $-1$ 101,999 |
161.999 |
| 23/12/10 | Plaunum Padners Value Arultrage Fund ı۵ |
Sala ol shares on markot |
A\$3,406.41 | 143,647 | 113.547 |
| 20/12/10 | Pletinum Perinara Value Arbitraga Fund |
Sale of shares on mərkal |
AS34,982.78 | 1,501,407 | 1.601.407 |
| 29/12/18 | Platinum Partners Value Arbitrage Fund ١P |
Sale of shares on Imarkot |
AS9,454.09 | 442,394 | 412.394 |
| 30/12/16 | Plalinum Partners Vəlus Arbitraga Fund |
Sele of shares on lmarket. |
A\$4,100.00 | 200.000 | 1200,000 |
| 03/01/17 | Platinum Partners Value Arbitrage Fund |
Sele of shares on markal |
AS1.305.10 | 07,900 | 67.900 |
|---|---|---|---|---|---|
| 04/01/17 | Plalinum Partners Value Arbitrage Fund |
Sale of shares on markel |
A\$14,396,87 | 769,886 | 789,886 |
| 05/01/17 | Platinum Partners Value Arbinage Fund |
Sale of shares on market |
A\$3,841.83 | 213,435 | 213,435 |
| 06/01/17 | Platinum Pariners Value Arbitrage Fund |
Sale of shares on market |
AS14 394 89 | 822.566 | 822, 65 |
| 09/01/17 | Pielinum Perincis Value Arbitrage Fund |
Sale of shares on markel |
AS 14.953.79 | 770,814 | 770,014 |
| 10/01/17 | Piatinum Partners Value Arbitraga Fund |
Salé of sharaa on market |
A\$24,732,69 | 1,545,787 | 1,545,787 |
| 11/01/17 | Platinum Partners Value Arbitrage Fund |
Sale of shares on markel |
A\$2,763.60 | 179.460 | 179,460 |
| 11/01/17 | Platinum Periners Value Arbitrage Fund |
Sale of shares on market |
A\$12,008,37 | 823,790 | 823,790 |
| 12/01/17 | Platinum Partners Value Arbitrage Fund |
Sale of shares on market. |
AS12,444.66 | 1024,149 | 824,149 |
| 13/01/17 | Platinum Partners Value Arbitrage Fund Plaunum Parinera |
Bale of shares on market |
A\$11.31 | 764 | 751 |
| 16/01/17 | Value Adulrage Fund Platinum Partners |
Sale of shares on market |
A\$11,648.48 | B26,133 | 826,133 |
| 17/01/17 | Velue Arbitrage Fund Platinum Pertnara |
Sele of shares on lmarket |
A \$2,800.00 | 200,000 | 200,000 |
| 18/01/17 | Value Arbitrago Fund Platinum Pariners |
Sale of shares on markel |
A\$10,001.03 | 1,316,622 | 1,315,822 |
| 19/01/17 | Velua Adijirage Fund Platinum Partners |
Sale of shares on market |
AS40,234.12 | 2,423,742 | 2.423.742 |
| 20/01/17 | Velue Arbitrago Fund Platinum Partners |
Sale of enares on market |
AS4,000.00 | 300,000 | 300,000 |
| 23/01/17 | Velua Artikraga Fund Platinum Pertriers |
Sale of shares on market |
A\$11,035.98 | 680 749 | 089,749 |
| 24/01/17 | Value Arbitrage Fund Pladnum Partnera |
Sale of shares on markel |
AS3,200.00 | 200.000 | 200,000 |
| 25/01/17 | Value Arbilrago Fund Platinum Parlners |
Sale of shares on markot |
AS6 400.00 | 400.000 | 400,000 |
| 27/01/17 | Value Arbitrago Fund Platinum Parlners |
Sale of shares on markel |
A\$24,000.00 | 1,500,000 | 1 500,000 |
| 30/01/17 | Velue Arcikage Fund Pietinum Partners |
Sale of shares on markel |
As1.072.50 | 85,000 | 05.000 |
| 1102/17 | Valua Arbitrago Fund Platinum Partners |
Sala of shares on market |
A\$12,621.42 | 779,100 | 779.100 |
| 12/02/17 | Value Aruitraga Fund Platidum Partners |
Sele of shares on market |
A\$15,838,60 | 1,065,000 | 1,055,000 |
| 13/02/17 | Value Arbikago Fund Platinum Partners |
Sale of shares on market |
A\$21,000.00 | 1,400,000 | 1.100,000 |
| 19/02/17 | Value Arojirago Fund Platinum Pannera |
Bale of shares on markel |
489,650.02 | 616,001 | 616,001 |
| 17/02/17 | Valua Arbitrago Fund Platnum Pertners |
Sale of charce on market |
(AS 34,400.30 | 2,283,998 | 2,283,999 |
| 8/02/17 | Value Arbitrage Fund Platinum Partners |
Sale of shares on markel |
A\$1,600.0D | 100,000 | 100,000 |
| 0/02/17 | Value Arbitrage Fund Pletinum Perinars |
Gale of shares on markol |
AS24,000 | 1,000,000 | 1,600,000 |
| 4/02/17 | Value Apriliage Fund. Plalloum Printners |
Sele of shares on market Sele of shares on |
AS646.00 | 43,000 | 43,000 |
| 5/02/17 | Value Arbitrage Fund | market | A\$28,376.50 | 1,957,000 | 1,957,000 |
| 8/03/17 | Ralinum Partners Valuo Arblinga Fund LF (Inrough its controlled enlis. Wintercrest Advisors цc) |
Acquisition of a relevant interest" in ahares pursuant to the as baieb trust deed. March 2017, a copy of Which is annexed as Annexuro A |
Inwa | 60,057,034 | 60.067,034 |
- Present relevant Interests
Particulars of each relevant interest of the substantial holder in volting securities after the change are as follows:
| Holder of relevant Interest $\overline{\cdots}$ |
Registered holder of Becuriles |
Person entitled to be registered as holder (6) |
Nature of relevant Inlores) (8) |
Class and number of Becuntios |
Person's votes! |
|---|---|---|---|---|---|
| fPlathium lPariners Voluo IArbitrege Fund |
Platinum Partners Nálue Arbitraga íFund LP. |
Pialinum Perincra Value Arbitrage Fund LP |
Pletinum Partners Value Arbitrage If und LP has a "relevant interest" pursuant to section 608(1)(a) of the (Comoralions Adi 2001 (Cih) as Platinum Pariners Value Arbitrage Fund LP is the registered holder. |
lOrdinarv | 10.000.209 |
| lPlatinum Partners Value Blumoni Group Ltd Wintercrest Advisors LLC Arbitrogo Fund ם ו |
Platinum Partners Value Arbitrage Fund LP has a "relevant interest" pursuant to section 608(3)(b) of the Comorations Act 2001 (Cin) as Platinum Partners Value Arbitrane Fund LP controls Wintercrest IAdvisors LLC. |
Ordinarv | 60.057.034 |
|---|---|---|---|
| ----------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------- | ------------ |
6. Changes in sesociation
The persons who have become associates (2) of, cessed to be associates of, or have changed the nature of thair association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:
| Name and ACN/ARSN (if applicable) | Nature of association |
|---|---|
| Platinum Partners Liquid Opportunity Master Fund LP |
Ceased to be an associate of Platinum Partners Value Arbitrage Fund LP |
| Wintercreat Advisors LLC | Wintercreal Advisors LLC is controlled by Platinum Partners Value Arbitrage Fund LP |
6. Addresses
The addresses of persons named in lhis form are as follows:
| Name | September Address |
|---|---|
| Pialinum Pariners Value Arbitrage Fund LP |
C/o RHSW (Cayman) Limited, PO Box 897, Windward 1, Regalta Office Park, Grand Cayman, KY1-1103, Gayman Islands |
| Wintercrest Advisors LLC | Camegie Hall Tower, 152 West 57th Street, Fourth Floor, New York, NY 10019, United States of lAmerica |
Signature
| print name | $\sim$ Chris Kennedy $m_{\rm H} = -1.5$ |
capacity | Joint Official Liquidator |
|---|---|---|---|
| sign here | September date |
4 May 2017 | |
| $\cdots$ $\leq$ |
$\ddot{\phantom{a}}$
$\frac{1}{2}$
$\ddot{\phantom{0}}$
$\overline{a}$
Platinum Partners Value Arbitrage Fund LP
Annexure "A"
This is the annexure of 11 pages referred to in the Form 604 "Notice of change of Interests of substantial holder" as Annexure "A" signed by me and dated 1 May 2017.
$\hat{\mathcal{A}}$
$\frac{1}{4}$
$\ddot{\phantom{a}}$
$\ddot{\phantom{a}}$
Signed
Chris Kennedy Joint Official Liquidator Platinum Partners Value Arbitrage Fund LP
Date: 1 May 2017
$\omega \sim 1$ $\sim$
DATED THIS 28th DAY-OF MARCH 2012
BLUMONT GROUP LTD.
and
WINTERCREST ADVISORS LLC
DEED OF TRUST
| TABLE OF CONTENTS | |||
|---|---|---|---|
| Clause | Heading | Page | |
| 1. | DEFINITIONS AND CONSTRUCTION | 1 | |
| 2. | DECLARATION OF TRUST | 3 | |
| З. | POWERS, DUTIES AND OBLIGATIONS OF TRUSTEE | 4 | |
| 4. | POWERS OF TRUSTEE | 5 | |
| 5. | TRUSTEE'S INTEREST | 5 | |
| 6. | AMENDMENT | 5 | |
| 7. | WAIVER | 5 | |
| 8. | TERMINATION OF THE TRUST | 5 | |
| 9. | EXPIRY OF THE TRUST | 5 | |
| 10. | CONFIDENTIALITY | 6 | |
| 11. | ENTIRE AGREEMENT | 6 | |
| 12. | WAIVER | 6 | |
| 13. | COUNTERPARTS | 6 | |
| 14. | NOTICE | 6 | |
| 15. | SEVERANCE OF INVALID PROVISIONS | 7 | |
| 16. | CONTRACTS (RIGHTS OF THIRD PARTIES) ACT | 7 | |
| 17. | GOVERNING LAW AND JURISDICTION | 7 |
$\mathbf{\hat{I}}$
THIS DEED is made on the $ZZ^{#n}$ day of $\mathcal{Y}_\mathcal{B}\mathcal{K}H$ 2017
BETWEEN:
- BLUMONT GROUP LIMITED (Company Registration Number: 199302554G), a company $(1)$ incorporated in Singapore and having its registered address at 298 Tiong Bahru Road #11-03 Central Plaza Singapore 168730 (hereinafter called the "Trustee"); and
- WINTERCREST ADVISOR5 LLC (Company Registration Number: 5400491), a company $(2)$ incorporated in Delaware and having its registered address at 1325 Avenue of the Americas, 27th Floor, Suite 2717, New York, NY 10019, United States of America (hereinafter called the "Beneficiary").
WHEREAS:
The Trustee and the Beneficiary entered into the Settlement Agreement on 7 April 2016 $(A)$ pursuant to which the Beneficiary agreed to settle the outstanding amount of US\$29,374,783.58 owed by the Trustee (in its capacity as borrower) to the Beneficiary (in its capacity as lender) under a facility agreement dated 24 December 2013 (as amended on 29 May 2014 and 15 March 2015) by way of the issuance of the Conversion Shares (as defined in the Settlement Agreement), the transfer to the Beneficiary of the Shares (as defined below) and an assignment of the Assigned Debt (as defined below).
The Settlement Agreement was approved by the Trustee's shareholders on 22 November $(B)$ 2016 ("Date of Approval"). As and from the Date of Approval, in accordance with the Settlement Agreement, the Trustee has yet to transfer and assign the Trust Shares and the Assigned Debt respectively to the Beneficiary. The Trustee, therefore, continues to hold legal title to, but conveys fully and absolutely the beneficial ownership of all the Trust Shares and the Assigned Debt to the Beneficiary and shall hold such Trust Shares and Assigned Debt on trust as bare trustee for the Beneficiary on the terms and conditions set out herein.
NOW THIS DEED WITNESSES AND IT IS HEREBY AGREED AND DECLARED AS FOLLOWS:
1. DEFINITIONS AND CONSTRUCTION
In this Deed, unless the context otherwise requires, the following terms or expressions shall $1.1$ have the following meanings:
"Assigned Debt" means the debt held by the Trustee as creditor of the Company for a sum of approximately USD 3,742,534 (being approximately SGD 5,290,072) as at 31 December 2015, which was agreed to be assigned to the Beneficiary under the Settlement Agreement;
"Azarga Shares" means the 18,053,810 ordinary shares in the capital of Azarga Uranium Corp, a company listed on the Toronto Stock Exchange under company registration number CU SIP 05477Y.
"Beneficiary" has the meaning ascribed to it in the Preamble;
"Beneficiary's Bank Account" means:
Bank: Capital One Bank ABA#: 021407912 Bank Address: 3090 Ocean Avenue, Brooklyn, NY 11235 Account Number: 7047565051 Account Name: Platinum Partners Credit Opportunities Master Fund LP Account Address: 1325 Avenue of the Americas #2717 New York, NY 10019:
"Celsius Shares" means the 202,213 ordinary shares in the capital of Celsius Resources Limited (formerly known as Celsius Coal Limited), a company listed on the Australian Stock Exchange Limited under company registration number ACN 009 162 949. The number of shares has been reduced from 404,424,253 due to a share consolidation by Celsius Resources Limited on 28 January 2016;
"Cokal Shares" means the 60,057,034 ordinary shares in the capital of the Company;
"Company" means Cokal Limited a company listed on the Australia Stock Exchange Limited under company registration number ACN 082 541 437;
"Date of Approval" has the meaning ascribed to it in Recital (B);
"Encumbrance" means, with respect to the Trust Shares or the Assigned Debt, the creation of any security interest, charge, mortgage, pledge, lien or other encumbrance affecting title to or ownership of such Trust Shares or Assigned Debt;
"Elvsium Shares" means the 4,000,000 ordinary shares in the capital of Elysium Resources Limited, a company listed on the Australian Stock Exchange Limited under company registration number ACN 45 115 593 005. The number of shares has been reduced from 100,000,000 due to a share consolidation by Elyslum Resources Limited on 19 July 2016;
"Genesis Shares" means the 33,002,561 ordinary shares in the capital of Genesis Resources Limited, a company listed on the Australian Stock Exchange Limited under company registration number ACN 114 787 469;
"Kidman Shares" means the 11,300,000 ordinary shares in the capital of Kidman Resources Limited, a company listed on the Australian Stock Exchange Limited under company registration number ACN 143 526 096;
"Merlin Shares" means the 27,538,461 ordinary shares in the capital of Merlin Diamonds Limited, a company listed on the Australian Stock Exchange Limited under company registration number ACN 009 153 119;
"Parties" shall mean the Beneficiary and the Trustee and "Party" shall be construed accordingly;
"Settlement Agreement" has the meaning ascribed to it in the Preamble;
"Shares" means the Azarga Shares, the Cokal Shares, the Genesis Shares, the Kidman Shares, the Merlin Shares, the Elysium Shares and the Celsius Shares;
"SIAC" has the meaning ascribed to it in Clause 17;
"SIAC Rules" has the meaning ascribed to It In Clause 17:
"Trust" has the meaning ascribed to it in Clause 2:
"Trust Period" means the period commencing on the date of this Deed and ending upon the earlier of:
$(a)$ the transfer of legal title to all of the Trust Shares and the Assigned Debt to the Beneficiary; and
$(b)$ the expiry of twelve (12) months from the date of this Deed; and
"Trust Shares" means the Azarga Shares and the Cokal Shares.
- $1.2$ In this Deed;
- $(a)$ except to the extent that the context otherwise requires, any references to "this Deed" are to this Deed as from time to time amended, modifed or supplemented and any document which is supplemental hereto or which is expressed to be collateral herewith or which is entered into or in accordance with the terms hereof;
- $(b)$ references to Clauses and the Schedule relate to the clauses and the schedule of this Deed unless otherwise stated;
- $(c)$ words importing the singular number shall include the plural number and vice versa:
- $(d)$ words importing a gender shall include every gender:
- words importing persons shall include companies, corporations and $(e)$ public bodies and vice versa; and
- $(6)$ the clause headings are for reference only and shall be ignored in construing this Deed.
$\mathbf{2}$ DECLARATION OF TRUST
$\alpha$ and $\alpha$
- May. 2017 12:32 DLA PIPER
By this Deed, the Trustee hereby irrevocably and unconditionally agrees and confirms that effective from the Date of Approval that it has transferred fully and absolutely the beneficial ownership interest In all of the Trust Shares and the Assigned Debt to the Beneficiary and further irrevocably and unconditionally declares, acknowledges and confirms that it holds the legal title to the Trust Shares and the Assigned Debt on trust for the Beneficiary as a bare trustee on the terms and conditions as set out in this Deed (the "Trust").
$3.$ POWERS, DUTIES AND OBLIGATIONS OF TRUSTEE
- $3.1$ The Trustee shall hold the Trust Shares and the Assigned Debt on trust for the Beneficiary as a bare trustee for the duration of the Trust Period.
- $3.2$ The Trustee undertakes:
- $3.2.1$ not to transfer, assign, charge, create any Encumbrance over or otherwise deal with the Trust Shares and the Assigned Debt except as directed by the Beneficiary;
- $3.2.2$ that the Trustee shall, upon receiving written instructions from the Beneficiary from time to time, transfer legal title to any or all of the Trust Shares and/or the Assigned Debt to the Beneficiary or to the shareholders and interest holders of the Beneficiary directly and in the proportion as the Beneficiary may direct in writing from time to time. In this respect, the Beneficiary hereby irrevocably appoints the Trustee to complete the appropriate securities transfer instruments and to transfer all or part of the Trust Shares, to execute such other documents and do all other acts in respect of the Trust Shares as required to give effect to the Beneficiary's written directions:
- $3.2.3$ inform the Beneficiary of and shall further forward all notices and communications that it receives in respect of the Trust Shares and the Assigned Debt within 1 day of the Trustee's recelpt of the same; and
- $3.2.4$ comply with all directions of the Beneficiary as to the exercise of any and all voting rights carried by such Trust Shares and Assigned Debt PROVIDED ALWAYS THAT the Beneficiary shall have given written instructions to the Trustee In respect of all notices of meetings forwarded by the Trustee to the Beneficiary at least 1 day prior to the relevant meeting.
- The Trustee by this Deed shall not have, and irrevocably waives, any right to receive for its 3.3 own benefit any and all income, dividends or distributions due or accruing on (or to become due or will accrue) at any time or times in the future in respect of any Trust Shares and/or the Assigned Debt. The Trustee further undertakes:
- $3.3.1$ to notify the Beneficiary in writing as soon as possible upon receipt of any notification of any and all income, dividends or distributions it may receive in respect of the Trust Shares and/or the Assigned Debt and to further pay and turnover such Income. dividends or distributions to the Beneficiary's Bank Account within 7 days of the Trustee's receipt of such income, dividends or distributions; and
- $3.3.2$ not to invest or otherwise deal with any of the Trust Shares and/or any income, dividends or distributions due or accruing on (or which shall become due or will accrue) in respect of the Trust Shares and/or the Assigned Debt, except with the Beneficiary's prior written instructions.
4
$\overline{\mathbf{4}}$ . POWERS OF TRUSTEE
Subject to Clause 3, in furtherance of the objects of the Trust but not further or otherwise, the Trustee shall have all such necessary and incidental powers and authority generally to administer the Trust in accordance with the provisions of this Deed.
5. TRUSTEE'S INTEREST
The Trustee shall not take or hold any interest or benefit in the Trust Shares and/or the Assigned Debt otherwise than as bare trustee for the benefit of the Beneficiary and the Trustee's interest as Trustee shall not be sold, transferred, assigned or otherwise dealt with without the prior written consent of the Beneficiary, other than in accordance with Clauses 3 and $4.$
AMENDMENT 6.
No variation of this Deed shall be valid unless it is in writing and signed by or on behalf of each of the Parties hereto.
7. WAIVER
The Beneficiary hereby waives all claims against the Trustee arising from or in connection with any loss or damage suffered by the Beneficiary in relation to any act of the Trustee properly undertaken in accordance with the terms of this Deed and in transferring the Trust Shares and Assigned Debt to the Beneficiary under the Settlement Agreement, save for any loss or damage arising out of relating to the Trustee's fraud, the Trustee's breach of this Deed, the Trustee's wilful default or the Trustee's negligence.
8. TERMINATION OF THE TRUST
The Trust shall remain in full force and effect until terminated by the Beneficiary by issuing a written notice to the Trustee, whereupon the Trustee shall transfer legal title to all of the Trust Shares and the Assigned Debt to the Beneficlary or to the shareholders and interest holders of the Beneficiary directly and in the proportion as the Beneficiary may direct in writing. In this respect, the Beneficiary hereby appoints the Trustee to complete the appropriate securities transfer instruments and to transfer all or part of the Trust Shares, to execute such other documents and do all other acts in respect of the Trust Shares as required to give effect to the Beneficiary's written directions.
9. EXPIRY OF THE TRUST
Upon the expiration of the Trust Period, the Trustee will transfer legal title to all of the Trust Shares and the Assigned Debt to the Beneficiary or to the shareholders and interest holders of the Beneficiary directly and in the proportions as the Beneficiary may direct in writing. In
this respect, the Beneficiary hereby irrevocably appoints the Trustee to complete the appropriate securities transfer instruments and to transfer all or part of the Trust Shares, to execute such other documents and do all other acts in respect of the Trust Shares as required to give effect to the Beneficiary's written directions, falling which, the Trustee shall transfer the Trust Shares and the Assigned Debt to the Beneficiary directly and the Beneficiary shall accept such transfer.
10. CONFIDENTIALITY
The Trustee hereby agrees and undertakes that the terms and conditions of this Deed are confidential and shall not be disclosed by the Trustee to any other person except with the prior written consent of the Beneficiary (including, to the extent required by the Beneficiary in writing, the registration of this Deed under the Singapore Registration of Deeds Act).
11. ENTIRE AGREEMENT
This Deed and the Settlement Agreement contains the entire agreement and understanding of the Parties in connection with the subject matter thereof and supersedes and extinguishes all previous agreements between the Parties relating to the subject matter hereof and all and any representations and warranties previously given and/or made other than those expressiv set forth herein or in any such documents.
$12.$ WAIVER
No failure to exercise or delay in exercising any right or remedy under this Deed shall constitute a waiver thereof and no waiver by any Party of any breach or non-fulfilment by the other Party of any provision of this Deed shall be deemed to be a walver of any subsequent or other breach of that or any other provision hereof and no single or partial exercise of any right or remedy under this Deed shall preclude or restrict the further exercise of any such right or remedy,
13. COUNTERPARTS
This Deed 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.
14. NOTICE
Any notice or other communication to be given by one Party to the other Party under this Deed shall be sent by registered post to the postal address (as written in the Preamble) of the Parties and shall deemed to have been received on the third day following posting.
SEVERANCE OF INVALID PROVISIONS 15.
Insofar as permitted by law, if any provision of this Deed is void or invalid for any reason whatsoever then such provision shall be severed from this Deed and shall not affect the validity or operation of any other provision of this Deed.
CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 16.
A person who is not party to this Deed has no rights under the Contracts (Rights of Third Parties) Act (Chapter 53B of Singapore) to enforce any term of this Deed, but this does not affect any right or remedy of a third party which exists or is available apart from the said Act.
$17.$ GOVERNING LAW AND JURISDICTION
The validity, construction and performance of this Deed shall be governed in all respects by the laws of the Republic of Singapore. The Parties further agree that any dispute arising out of or in connection with this Deed including its validity or termination shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre ("SIAC") in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force which rules are deemed to be incorporated by referenced to this clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of 1 arbitrator to be jointly appointed by the Parties. The language of the arbitration shall be English.
[signature page follows]
$\overline{7}$
In witness whereof this Deed has been executed on the date set out at the beginning.
$\pmb{\lambda}$
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ر
$\mathbf{\hat{y}}$
$\dot{\mathbf{H}}$
The Common Seal of BLUMONT GROUP LTD. was affixed hereto in the presence of
$\overline{\text{Name}}\text{Me}_{1}$ $E(\underline{m})$ HUATT Title. Director
Name: Lim Huan Kim Title: Olrector /-Secretary_

$\ddot{\phantom{a}}$ $\mu\mu$ and $\mu$ is a set of $\mu$ . The set of $\mu$ is a set of $\mu$
$\sim 10$
Executed as a Deed by MARTIN N J TROTT
of RHSW (BVI) Limited the authorised signatories for and on behalf of Wintercrest Advisors LLC In the presence of
$\lambda$ $\lambda$
$\lambda$
$\mathbf{I}$
$\lambda$
$\lambda$
$\lambda$
$\lambda$
$\lambda$ $\lambda$
$\lambda$
$\lambda$
$\lambda$ $\lambda$
9
Signature of Witness: Name: OWEN WALKER
Signed by Bart Schwartz
of the authorised signatories for and on behalf of Wintercrest Advisors LLC in the presence of
Signature of Witness: Name:
| Executed as a Deed by | |
|---|---|
| MARTIN N J TROTT | λ |
| of RHSW (BVI) Limited | |
| the authorised signatories | |
| for and on behalf of Wintercrest Advisors LLC | ١ |
| In the presence of | ð |
Signature of Witness: Name:
Signed by Døt M. Sci humt as Newin ULIT M Receiver of Platinum Partners Credit $\lambda$ Opportunities Master Fund LP $\lambda$ the authorised signatories $\lambda$ for and on behalf of Wintercrest Advisors LLC $\lambda$
$\sqrt{2}$ $\zeta$
Signature of Witness: Name: $D_{\text{awel}}$ $B_{\text{up}t}$
in the presence of
$\lambda$