Placing Agreement

relating to The Stanley Gibbons Group plc

(1) The Stanley Gibbons Group plc

(2) Peel Hunt LLP

Dated Z6 ^^2013

Osborne Clarke

One London WallLondonEC2Y 5EBTel +44 (0) 20 7105 7000Fax +44 (0) 20 7105 7005

JTC1099937610182 75300.71JZK

Contents

1. Definitions and interpretation ...................................................................................................... 22. Conditions ................................................................................................................................... 93. Appointment and authority ........................................................................................................ 104. Application for Admission ......................................................................................................... 115. Delivery of documents .............................................................................................................. 126. The Placing ............................................................................................................................... 127. Allotment ................................................................................................................................... 138. Settlement and payment ........................................................................................................... 139. Fees, commissions and expenses ........................................................................................... 1410. Warranties ................................................................................................................................ 1511. Exclusion of liability ................................................................................................................... 1612. Indemnity ..... ........................................................................................ ......... ......................... . 1713. Undertakings ............................................................................................................................. 1914. Withholding and grossing up .................................................................................................... 19

............... .........15. General ............................................................................................................. 2016. Third Parties Act ....................................................................................................................... 2217. Notices ...................................................................................................................................... 2318. Governing law and jurisdiction ........ .......................................................................................... 24Schedule 1 (Warranty Confirmation Letter ) .......................................................................................... 25Schedule 2 ............................................................................................................................................. 26(Documents to be delivered) .................................................................................................................. 26Part A ..................................................................................................................................................... 26(Documents to be delivered on the date of this Agreement ) ................................................................. 26Part B ..................................................................................................................................................... 27(Documents to be delivered on the Publication Date ) ........................................................................... 27Part C ..................................................................................................................................................... 27(Documents to be delivered prior to Admission ) .................................................................................... 27Schedule 3 (Warranties ) ....................................................................................................................... 28Schedule 4 ( Undertakings ) ................................................................................................................... 44

This Agreement is made on

Between:

(1)

26 S^A^^^ 2013

The Stanley Gibbons Group plc (registered in Jersey, Channel Islands with companynumber 13177) whose registered office is at 2nd Floor, Minden House, Minden Place, St.Helier, Jersey, JE2 4WQ, Channel Islands (the "Company"); and

(2) Peel Hunt LLP (registered in England and Wales with number OC357088) whose registeredoffice is at Moor House, 120 London Wall, London EC2Y 5ET (the " Broker").

Background:

(A) The Company proposes to acquire the entire issued and to be issued share capital of Noblepursuant to the Scheme.

(B)

(C)

The Company has appointed the Broker to act as its:

(a) nominated adviser and broker for the purposes of the AIM Rules for Companies; and

(b) financial adviser for the purposes of the City Code in relation to the Acquisition.

The Company intends to raise approximately £40 million (before expenses) through the issueof the Placing Shares at the Placing Price pursuant to the Placing in order to fund the cashconsideration payable pursuant to the Acquisition.

(D) The Company intends to apply for the Placing Shares to be admitted to trading on AIM.

(E) The Broker has conditionally agreed, amongst other things, to use its reasonable endeavoursas agent for the Company, to procure subscribers for the Placing Shares at the Placing Priceupon the terms of this Agreement or failing which to subscribe for any Placing Shares at thePlacing Price for which it has not procured subscribers itself, as principal.

This Agreement witnesses as follows:

1. Definitions and interpretation

1.1 Definitions

In this Agreement, unless a contrary intention is expressly stated , the following definitions shallapply:

"Accountants" means Nexia Smith & Williamson of Portwall Place, Portwall Lane, BristolBS1 6NA.

"Accounts" means the audited consolidated balance sheet of the Group made up as at theAccounts Date and the audited consolidated income statement of the Group for the financialyear ended on the Accounts Date, including all documents required by law to be annexed tothem.

"Accounts Date" means 31 December 2012.

"Acquisition" means the acquisition by the Company of the entire issued and to be issuedshare capital of Noble pursuant to the Scheme.

"Admission" means the admission of the Placing Shares to trading on AIM becomingeffective in accordance with Rule 6 of the AIM Rules for Companies and references toAdmission becoming "effective" shall be construed accordingly.

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"Admission Date" means the date on which Admission becomes effective.

"affiliate " means any group undertaking as defined in section 1161 of the Companies Act oran associated company as defined in section 416 of the Taxes Act.

"Agreement" means this Agreement (including any schedule or annexures to it) as variedfrom time to time pursuant to its terms.

"AIM" means AIM, a market operated by the Exchange.

"AIM Rules for Companies" means the AIM Rules for Companies published by the Exchangefrom time to time (including, without limitation, any guidance notes or statements of practice).

"AIM Rules for ?Nominated Advisers" means the AIM Rules for Nominated Adviserspublished by the Exchange from time to time.

"Application " means the application made by the Company (or by the Broker on its behalf) tothe Exchange in respect of Admission.

'"associate" means, in relation to a party to this Agreement, a company or undertaking inwhich the party has, or at the relevant time had, a direct or indirect interest entitling it toreceive, or to include or reflect in its accounts, more than 30 per cent. of the annual income orprofits of the company or undertaking concerned or in relation to which the relevant party tothis Agreement is able to appoint or remove a majority of the directors (or their equivalent) orable to cast the majority of votes on any material matter and "associates " shall be construedaccordingly.

"Board " means the Company's board of directors or any duly authorised committee thereof.

"Broker's Solicitors" means Osborne Clarke of One London Wall, London EC2Y 5EB.

"Business Day" means a day (not being a Saturday, Sunday or public holiday in the UnitedKingdom) on which dealings in domestic securities may take place on, and with the authorityof, the Exchange.

"Certain Funds Period" means the period commencing on the date on which the PressAnnouncement is published in relation to the Acquisition pursuant to Rule 2.7 of the City Code,until the date on which the Scheme becomes effective, lapses or is withdrawn.

"City Code" means the City Code on Takeovers and Mergers published by the Panel onTakeovers and Mergers.

"Claims" means as defined in sub-clause 12.1.

"COB Rules" means the rules set out in the conduct of business sourcebook of the FCAHandbook.

"Companies Act" means the Companies Act 2006.

"Companies Law" means the Companies (Jersey) Law 1991 (as amended).

"Company's Solicitors " means Lawrence Graham LLP of 4 More London Riverside, LondonSE1 2AU, legal advisers to the Company as to English law.

"Company's Jersey Solicitors " means Mourant Ozannes of 22 Grenville Street, St. Helier,Jersey, JE4 8PX, Channel Islands, legal advisers to the Company as to the laws of Jersey.

"Conditions " means the conditions set out in sub-clause 2.1 and "Condition" shall beconstrued accordingly.

s

"Connected Person " means a person who is connected to a Director within the meaning ofsection 252 of the Companies Act (but such expression shall be deemed not to include anyother Director).

"Corporate Governance Code" means The UK Corporate Governance Code, published bythe Financial Reporting Council.

"CREST" means the relevant system (as defined in the Regulations) in respect of whichEuroclear is the Operator (as defined in the Regulations).

"CTA" means the Corporation Tax Act 2010.

"Day 28" means the date which is 28 days following publication of the Press Announcement.

"Data Protection Legislation " means the Data Protection Act 1998 and all applicable dataprotection laws, regulations and codes of practice, including, without limitation, laws governingthe use of personal data in connection with electronic communications and equivalentapplicable laws in any other relevant jurisdiction.

"Directors" means the directors of the Company as at the date of this Agreement.

"Disclosed" means properly and fairly disclosed in writing in the Accounts, the InterimAccounts, the Previous Announcements and the Press Announcement.

"Disclosure and Transparency Rules" means the disclosure rules and transparency rulesmade by the FCA pursuant to Part VI of the FSMA.

"Encumbrance" means any interest or equity of any person (including any right to acquire,option or right of pre-emption or conversion) or any mortgage, charge, pledge, lien,assignment, hypothecation, security interest, title retention, or any other security agreement orarrangement, or any agreement to create any of the foregoing.

"Engagement Letter" means the engagement letter dated 23 August 2013 confirming theBroker's terms and conditions of engagement in relation to the Placing, the Acquisition andAdmission.

"Enlarged Group" means the Company and its affiliates following completion of theAcquisition.

"Euroclear" means Euroclear UK & Ireland Limited, a company incorporated under the lawsof England and Wales.

"Exchange" means London Stock Exchange plc, a company incorporated under the laws ofEngland and Wales.

"FCA" means the Financial Conduct Authority in its capacity as the competent authority underPart VI of the FSMA.

"FCA Handbook " means the handbook of rules and guidance issued by the FCA.

"Financial Due Diligence Report" means the financial due diligence report in agreed formprepared by the Reporting Accountants in respect of the Noble Group, to be dated immediatelyprior to the publication of the Press Announcement.

"finally determined " means in respect of any claim under this Agreement, the amount:

(a) agreed in writing between the Company and the Broker; or

(b) determined or awarded by any court of competent jurisdiction or in any arbitration from

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which there is no further appeal or from which the time period for appeal has lapsed orfrom which the right to appeal has been waived in writing by the relevant party,

as being due to the Broker in respect of any such claim.

"FSMA" means the Financial Services and Markets Act 2000.

"Group" means the Company and its Subsidiaries as at the date of this Agreement and"Group Company" shall be construed accordingly.

"HMRC" means Her Majesty's Revenue & Customs.

"IA" means the Insolvency Act 1986.

"IFRS" means the International Financial Reporting Standards issued by the InternationalAccounting Standards Board.

"Indemnified Persons" means (a) the Broker (b) each affiliate and associate of the Broker (c)the Broker's connected persons (for the purposes of section 165 of the FSMA) (d) each of allof the foregoing's respective directors, officers, partners, members, employees and agentsand (e) any successors or assignees of the Broker, each of whom is an "IndemnifiedPerson" for the purposes of this Agreement.

"Indemnity" means the indemnity given to each Indemnified Person pursuant to sub-clause12.1.

"Intellectual Property" means patents, trademarks or names whether or not registered orcapable of registration, registered designs, design rights, domain names, copyrights, databaserights, the right to apply for and applications for any of the preceding items, together with therights in inventions, processes, software, know how, trade or business secrets, or any processor other similar right or asset capable of protection enjoyed, owned, used or licensed by theGroup.

"Interest" means any legal or beneficial interest or any other interest as defined in section 820(when read with sections 821 to 825 inclusive) of the Companies Act and "Interested" shall beconstrued accordingly.

"Interim Accounts" means the unaudited interim financial statements of the Group in respectof the six months ended 30 June 2013.

"IT Systems" means the information technology used by any Group Company or required foruse in its business , including, without limitation, hardware, proprietary and third party software,networks and peripherals.

"ITA" means the Income Taxes Act 2007.

"Lapse Date " means the date which is the earlier of:

(a) the latest date by which all of the conditions of the Scheme are required by theTakeover Panel to be fulfilled; and

(b) the date which is six months after the date of publication of the Scheme Document;

"Legal Due Diligence Report" means the legal due diligence report in agreed formaddressed to the Company and the Broker dated immediately prior to publication of the PressAnnouncement prepared by the Company's Solicitors in relation to the Noble Group.

"Losses" means as defined in sub-clause 12.1

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"Material Adverse Change " means any adverse change in, or any development reasonablylikely to involve a prospective adverse change in, or affecting, the condition (financial,operational, legal or otherwise), earnings, business, management, properties, assets , rights,results of operations, solvency, credit rating or prospects of the Group, which in each case ismaterial in the context of the Group taken as a whole, whether or not arising in the ordinarycourse of business.

"Noble" means Noble Investments (UK) plc, a company registered in England and Wales withregistered number 4075304.

"Noble Group" means Noble and its affiliates.

"Noble Reports" means, together, the Financial Due Diligence Report and the Legal DueDiligence Report.

"Ordinary Shares" means ordinary shares of 1 penny each in the capital of the Company.

"Placees" means the persons who agree conditionally to acquire the Placing Shares pursuantto the Placing.

"Placing" means the proposed placing by the Broker with Placees of the Placing Shares onthe terms of this Agreement and the Placing Documents.

"Placing Documents " means the Presentation and the Press Announcement.

"Placing Letter" means the letter in agreed form issued to prospective Placees by the Brokerwith the accompanying form of confirmation offering participation in the Placing on the terms ofthis Agreement.

"Placing Price" means 295 pence per Placing Share.

"Placing Shares" means the 13,559,322 new Ordinary Shares which are proposed to beallotted and issued by the Company and subscribed for by Placees pursuant to the Placing.

"Presentation" means the presentation in agreed form prepared by the Company for thepurposes of marketing the Placing Shares pursuant to the Placing.

"Press Announcement" means the press announcement, pursuant to Rule 2.7 of the CityCode in agreed form relating to the Acquisition, the Placing and Admission.

"Previous Announcements " means the announcements released by the Company through aRegulatory Information Service and any other document issued to Shareholders, or otherwiseto the public, by the Group in each case since the Accounts Date.

"properties" means the properties occupied by each Group Company at the date of thisAgreement and "property" shall be construed accordingly.

"Proposals " means all or any of the Acquisition, the Placing and Admission,

"Publication Date" means the date of publication of the Scheme Document.

"Registrars" means Capita Registrars (Jersey) Limited of 12 Castle Street, St Helier, JerseyJE2 3R7.

"Regulation D" means Regulation D promulgated under the Securities Act.

"Regulation S" means Regulation S promulgated under the Securities Act.

"Regulations" means the Companies (Uncertificated Securities) (Jersey) Order 1999.

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"Regulatory Information Service" means a regulatory information service appearing on thelist of approved regulatory information services maintained by the FCA.

"Reporting Accountants " means Pricewaterhouse Coopers LLP of 1 Embankment Place,London WC2N 6RH.

"Securities Act" means the United States Securities Act, 1933.

"Scheme" means the scheme of arrangement under Part 26 of the Companies Act betweenNoble and its shareholders to implement the Acquisition, with or subject to any modificationthereof or addition thereto or condition approved or imposed by the Court and agreed by theCompany and Noble.

"Scheme Effective Date" means the date on which the Scheme becomes effective inaccordance with its terms.

"Scheme Document" means the circular to be sent by Noble to its shareholders, of which theScheme forms part.

"Shareholder" means a holder of Ordinary Shares from time to time.

"Specified Event" means any event, matter or circumstance which arises on or after the dateof this Agreement and prior to Admission which would, if the Warranties had been repeated atsuch time by reference to the circumstances then existing, would have rendered any of theWarranties untrue, inaccurate or misleading.

"subordinate legislation" means as defined in section 21(1) of the Interpretation Act 1978.

"Subsidiaries" means the subsidiaries of the Company as at the date of this Agreement, asset out in the Annex to this Agreement (including Stanley Gibbons (US), Inc. and StanleyGibbons E-Commerce Limited) and "Subsidiary" shall be construed accordingly.

"Tax" or "Taxation" means all taxes, duties, levies, imposts, charges and withholdings of anynature whatsoever, whether created or imposed in Jersey, the United Kingdom or elsewhereand at whatever time created or imposed which are collected and administered by any TaxAuthority, and includes:

(a) within the United Kingdom, income tax, corporation tax, advance corporation tax,capital gains tax, development land tax, value added tax, customs` duties (includingimport duties, excise duties), capital duty, stamp duty, stamp duty reserve tax, capitaltransfer tax, inheritance tax, national insurance contributions, and any other forms oftaxes, duties, levies, imposts, charges or withholdings similar to or supplementing orreplaced by or replacing the foregoing or any of them and shall also include the cost ofremoving any charge imposed on assets by any Tax Authority; and

(b) outside the United Kingdom, any liability to any taxes, levies, duties, imposts, chargesand withholdings of any nature whatsoever, including (without limitation) taxes ongross or net income, taxes on profits or gains and taxes on receipts, sales, use,occupation, franchise, value added, and personal property,

in all cases together with all incidental or supplemental penalties, charges, interest, fines anddefault surcharges and costs.

"Takeover Offer" means a general offer to be made by or on behalf of the Company for theentire issued and to be issued share capital of Noble (not already held by or on behalf of theCompany) and, where the context so requires, any revision, extension or variation thereof.

"Takeover Panel" means the Panel on Takeovers and Mergers.

"Tax Authority" means any taxing or other authority (whether within or outside the UnitedKingdom) competent to impose, administer or collect any Tax.

"Taxes Act" means the Income and Corporation Taxes Act 1988.

"Third Parties Act" means the Contracts (Rights of Third Parties) Act 9999.

"U5" or "United States" means as defined in Regulation S.

"VAT" means United Kingdom value added tax.

"Vendor" means as defined in the Asset Purchase Agreement.

"Verification Notes" means the verification notes, questions and answers in agreed formprepared by the Company with the assistance of the Company's Solicitors to verify statementsin the Press Announcement (in so far as they relate to the Group), the Scheme Document (inso far as they relate to the Group) and the Presentation, including all supporting evidence anddocumentation, to be dated the same date as this Agreement.

"Warranties" means the warranties referred to in clause 10 and set out in schedule 3 and"Warranty" shall be construed accordingly.

"Warranty Confirmation Letter " means the letter from the Company to the Broker in the formset out in schedule 1.

1.2 Interpretation

In this Agreement:

(a) words in the singular include the plural and vice versa and words in one genderinclude any other gender;

(b) a reference to a statute or statutory provision includes:

(i) any subordinate legislation made under it;

(ii) any repealed statute or statutory provision which it re-enacts (with or withoutmodification); and

(iii) any statute, statutory provision or subordinate legislation which modifies,consolidates , re-enacts or supersedes it,

except to the extent that such subordinate legislation, re-enactment, statute orstatutory provision comes into force after the date of this Agreement and wouldimpose any new or extended obligation, liability or restriction on, or otherwiseadversely affect the rights of, any party;

(c) a reference to:

(i) any "party" means any party to this Agreement as set out at the head of page1 (and "parties " means all of the parties to this Agreement) and includes itssuccessors in title and permitted assigns;

(ii) a "person " includes any individual, firm, corporation, body corporate,association or partnership, trust, unincorporated organisation, employeerepresentative body, government or state or agency or department thereof,executors administrators or successors in title (whether or not having aseparate legal personality);

a

(iii) clauses and schedules are to clauses and schedules of this Agreement andreferences to sub-clauses and paragraphs are references to sub -clauses andparagraphs of the clause or schedule in which they appear;

(iv) any provision of this Agreement is to that provision as amended in accordancewith the terms of this Agreement;

(v) any document being " in agreed form " means in a form which has beenagreed by the parties on or before the date of this Agreement, or on theirbehalf by the Company's Solicitors, the Company's Jersey Solicitors andBroker's Solicitors (as appropriate);

(d) the table of contents and headings are for convenience only and shall not affect theinterpretation of this Agreement;

(e) "writing " shall not, for the avoidance of doubt, include e-mail or any othercommunication in electronic form, other than facsimile where explicitly stated, and"written " shall be construed accordingly;

(f) general words shall not be given a restrictive meaning:

W if they are introduced by the word "other" or "including" or similar words byreason of the fact that they are preceded by words indicating a particular classof act, matter or thing;

(g)

(ii) by reason of the fact that they are followed by particular examples intended tobe embraced by those general words;

(without prejudice to sub-clause 10.5) where any statement its qualified to theawareness andlor knowledge and/or information andlor belief of any person or wordsto similar effect it shall be deemed to include a statement that it has been made aftermaking such enquires as are reasonable in the context of the Placing and Admission;

(h) references to time of day are to London times;

(i)

(J )

references to " uncertificated" or "in uncertificated form" in relation to a share orother security are references to a share or other security title to which is recorded onthe relevant register of the share or other security as being held in uncertificated form,and title to which, by virtue of the Regulations, may be transferred by means ofCREST. References to "certificated" or "in certificated farm" in relation to a shareor other security are references to a share or other security title to which is not inuncertificated form; and

references to "material" means (unless otherwise stated) material in the context ofthe Placing and Admission in the reasonable opinion of the Broker.

2. Conditions

2.1 Conditions

The obligations of the Broker under this Agreement (save in respect of sub-clauses 3.1, 4.3and 6.1) are conditional upon the following conditions:

(a) the publication of the Press Announcement through a Regulatory Information Serviceat 7.00 a.m. (or as soon as reasonably practicable thereafter) on the date of thisAgreement (or such later date as the Broker may agree);

(b) the Scheme Document being published and made available to shareholders of Nobleby no later than 2.00 p.m. on Day 28 (or such later date or time as may be agreedbetween the Company, Noble, the Broker and the Takeover Panel);

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(c) the Scheme becoming effective in accordance with its terms; and

(d) Admission taking place not later than 8.00 a.m. on the Business Day following theScheme Effective Date (or such later date as the Broker and the Company may agreeas the date for Admission).

2.2 Fulfilment of Conditions

Until such time as any of any of the Conditions becomes incapable of being fulfilled (and is notvaried or waived) or shall not have been satisfied in all respects in each case by the time anddate specified in sub-clause 2.1 then each of the parties hereto shall comply with theobligations on its part contained in this Agreement for the purpose of implementing thisAgreement.

2.3 Lapse or withdrawal of the Scheme

Upon the Scheme being withdrawn or if any of the Conditions have not been fulfilled or waivedon or before the time and date set for their fulfilment (or where no time or date is specified, byno later than 5.00 p.m. on the Lapse Date) or become incapable of being fulfilled, theobligations of the Broker under this Agreement shall immediately cease and determine. In thatevent, none of the parties shall have any claim against any other party whatsoever in respectof this Agreement provided that:

(a) the Company shall no later than five Business Days from the date of termination of thisAgreement pay to the Broker any costs and expenses in respect of which the Broker isentitled to be reimbursed pursuant to sub-clauses 9.2 and 9.3;

(b) the provisions of clauses 1, 2, 9 (excluding sub-clause 9.1), 10, 11, 12 and 14 to 18(inclusive) shall remain in full force and effect;

(c) the Company and the Broker shall withdraw the Application and the Company shallmake an announcement in a form reasonably required by the Broker;

(d) the Broker shall, as soon as practicable, procure that any monies received fromPlacees pursuant to the Placing be repaid to them; and

(e) such termination shall be without prejudice to any accrued rights or obligations of anyparty under this Agreement.

3. Appointment and authority

3.1 Appointment

The Company irrevocably appoints the Broker to act as its agent for the purpose ofundertaking the Placing and procuring Placees for the Placing Shares at the Placing Price andon the terms and subject to the conditions of this Agreement, the Placing Documents and thePlacing Letters ( the "Appointment").

3.2 Acceptance of appointment

The Broker accepts the Appointment.

3.3 The Broker's authorities and powers

The Company:

(a) confers on the Broker all powers, authorities and discretions which are necessary tocomplete, or reasonably incidental to the carrying out of, the Placing or the Application(including the power to appoint sub-agents or to delegate the exercise of any of itspowers, authorities and discretions to such persons as the Broker thinks ft but without

10

releasing the Broker from liability under this Agreement in respect of suchperformance); and

(b) agrees to ratify and confirm everything which the Broker reasonably and lawfully hasdone or shall do in the exercise of its Appointment under this Agreement and in theexercise of the powers, authorities and discretions granted under this Agreement.

3.4 Responsibility as nominated adviser

Without prejudice to any advice or assistance provided by the Broker to the Company, theCompany acknowledges that the Broker's responsibility as nominated adviser, as set out in theAIM Rules for Nominated Advisers, is owed solely to the Exchange.

3.5 Provision of information

The Company undertakes to the Broker that it will (so far as is within its powers), at any timebefore or after the Admission Date, provide to the Broker all information and assistancereasonably requested by the Broker or which may reasonably be required by the Broker tosatisfy its obligations to the Exchange or to comply with any applicable law or regulation(including, without limitation, the AIM Rules for Companies) in relation to the Appointment,including (without limitation) to provide to the Exchange with any information or explanation asthe Exchange may require for the purpose of verifying whether the AIM Rules for Companiesor AIM Rules for Nominated Advisers are being or have been complied with by the Companyand/or the Broker.

3.6 Identity of Placees

The Broker shall consult and agree with the Company the identity of the proposed Placees andthe allocation of the Placing Shares at the Placing Price.

4. Application for Admission

4.1 The Application

The Company undertakes to the Broker that it will formally apply, though the Broker, to theExchange for Admission.

42 Assistance by the Company

The Company undertakes to execute or procure to be executed all such relevant documents(signed if required by an appropriate person), provide or procure to be provided all suchrelevant information and do or procure to be done all such relevant things which:

(a) may reasonably be required of the Company by the Exchange for the purposes of, orin connection with, Admission and the Placing and, so far as lies within its control, tosecure Admission by 8.00 a.m. on the Business Day following the Scheme EffectiveDate; and

(b) the Broker may reasonably request to enable it to discharge its obligations under thisAgreement and give effect to Admission or may reasonably be required of theCompany to comply with the requirements of the Exchange.

4.3 Assistance by the Broker

The Broker shall provide the Company with such assistance as it reasonably requires inconnection with the Placing and Admission.

4.4 Authority to Registrars

The Company shall provide the Registrars with all necessary authorisations and (to the extent

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it is reasonably able) information to enable the Registrars to perform their duties as registrarsin accordance with, and as contemplated by, this Agreement, the Placing Documents and thePlacing Letter. Prior to Admission, the Broker confirms that it shall liaise with the Registrars onbehalf of the Company and the Company confirms that it shall, upon request by the Broker,provide such information to the Registrars as shall reasonably be required.

4.5 Holdings of shares in uncertificated form

The Company undertakes to procure that all such steps are taken, including the making of anyapplications required by the Regulations or the rules of CREST and providing all necessaryauthorisations and issuing all necessary instructions to the Registrars, to enable the PlacingShares to be held in uncertificated form as may be required by the Regulations or the rules ofCREST and otherwise as the Broker shall reasonably direct.

5. Delivery of documents

5.1 Documents to be delivered on the date of this Agreement

The Company shall by not later than 5.00 p.m. on the date of this Agreement (or such latertime and/or date the Broker and the Company may agree) cause the documents specified inPart A of schedule 2 (in each case in agreed form) to be delivered to the Broker.

5.2 Documents to be delivered on the Publication Date

The Company shall by not later than 5.00 p.m, on the Publication Date (or such later timeand/or date the Broker and the Company may agree) cause the documents specified in Part Bof schedule 2 (in each case in agreed form) to be delivered to the Broker.

5.3 Documents to be delivered prior to Admission

The Company shall by not later than 5.00 p.m. on the Business Day prior to the AdmissionDate (or such later time and/or date as the Broker and the Company may agree) cause thedocuments specified in Part C of schedule 2 (in each case in agreed form) to be delivered tothe Broker.

5.4 Recipients

The documents required to be delivered to the Broker pursuant to this clause 5 shall bedelivered at the offices of the Broker or those of the Broker's Solicitors (on behalf of theBroker), as the Broker may direct.

5.5 Authority to deliver documents to regulatory authorities

The Broker is hereby authorised (subject to the prior consent and approval of the Company) todeliver such information or documents to the Exchange or any other regulatory body if and tothe extent required by law or applicable regulation.

6. The Placing

6.1 Procuring of Placees

Pursuant to, but without limiting the authority set out in sub-clause 3.3, the Broker agrees touse its reasonable endeavours as agent for the Company, to procure subscribers for thePlacing Shares at the Placing Price upon the terms of this Agreement, the Placing Documentsand the Placing Letter.

6.2 Placing List

The Broker shall by no later than 11.00 a.m. on the Business Day before the Admission Date:

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(a) deliver to the Company a list of the names, addresses and entitlements to PlacingShares of the Placees procured by the Broker to subscribe for the Placing Shares,specifying which of such shares are to be held in certificated form or uncertificatedform (the "Placing List");

(b) notify the Company of the number of Placing Shares to be subscribed for by theBroker (or its nominee) as principal in accordance with its underwriting obligation setout in sub-clause 6.3; and

(c) notify the Company of the participant 1D and member account ID of the CREST stockaccount into which all Placing Shares to be held initially in uncertificated form are to bedeposited.

6.3 Underwriting

If and to the extent that the Broker is unable pursuant to the Placing to procure subscribers forall of the Placing Shares prior to the time specified in this clause, the Broker shall, subject tothe satisfaction of the Conditions, itself subscribe for, as principal, the Placing Shares for whichit has not procured Placees at the Placing Price and this Agreement shall constitute theBroker's application to subscribe for such shares.

6.4 Subscription monies

The Broker shall hold all subscription monies received by it from Placees in a separatedesignated escrow account pending payment of the sums due under clause 9.

7. Allotment

7.1 Conditional allotment

The Company irrevocably undertakes to procure that a meeting of the Board is held by no laterthan 5.00 p.m. on the Business Day before the Admission Date for the purposes of allotting thePlacing Shares conditionally only upon Admission.

7.2 Rights attaching to the Placing Shares

Upon Admission, the Placing Shares allotted pursuant to the Placing shall be issued subject tothe memorandum and articles of association of the Company and (subject to payment in full ofthe Placing Price for each such share) shall be fully paid free from all Encumbrances and onterms that they rank parr passu in all respects with the existing Ordinary Shares then in issue.

8. Settlement and payment

81 Company's obligations

The Company shall procure that:

(a) the Registrars shall promptly register (without registration fee, conditional onAdmission and at the Placing Price) as holders of the Placing Shares the persons sonominated on the Placing List, including the Broker in respect of any Placing Shares itis required to subscribe for pursuant to sub-clause 6.3;

(b) definitive share certificates in respect of the Placing Shares which are to be issued toPlacees in certificated form are sent to the persons entitled to them by not later than 7Business Days following Admission; and

(c) Placing Shares which are to be issued in uncertificated form to Placees are credited byway of a registrars free credit to the Broker's CREST account to enable the Broker todistribute such shares to Placees through the CREST system.

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8.2 CREST delays

In the event of any delays in the use of CREST in relation to the Placing, the Company and theBroker may agree that all of the Placing Shares should be held in certificated form and theprovisions of this Agreement will thereby be deemed to be modified accordingly.

8.3 Payment of Placing proceeds

As soon as reasonably practicable on the Admission Date, the Broker shall pay the Company(or as it shall direct in writing), to such account as it may direct in writing, an amount equal tothe aggregate number of the Placing Shares multiplied by the Placing Price less all sumspayable by the Company pursuant to sub-clauses 9.1 to 9.3 which the Broker elects to deductpursuant to sub-clause 9.4.

8.4 Instruction to credit bank accounts

The Company irrevocably instructs the Broker either itself or through its agents to makepayments to the Company (or as it shall direct in writing) due pursuant to sub-clause 8.3 byelectronic funds transfer and such payments shall be deemed effective forthwith uponirrevocable instructions being issued by the Broker or any such agent to any bank or personobliged to comply with those instructions to transfer the relevant amounts by electronic fundstransfer to the relevant bank accounts and shall accordingly constitute a complete discharge ofthe Broker's obligations to the Company.

9. Fees, commissions and expenses

9.1 Fees and commissions

Subject to the Agreement not having been terminated, in consideration of the Broker'sobligations under this Agreement and the Broker's services in connection with the Placing andthe Application, the Broker shall:

(a) be paid a cash commission equal to 3.375 per cent. of the aggregate value of thePlacing Shares at the Placing Price; and

(b) a corporate finance fee of £200,000,

together in each case with any applicable VAT thereon.

92 Expenses

The Company shall be liable for and pay all reasonable expenses of the Broker , all fees andexpenses properly payable in connection with Admission, the Application and the Placing, theexpenses of the Registrars , printing and advertising expenses, postage and all reasonablelegal, accountancy , actuarial and other professional fees and expenses including the fees,disbursements and expenses of the Broker 's legal advisers ( not exceeding £40,000 plus VAT),all hotel accommodation and travel expenses and all other reasonable costs, charges andexpenses of, or incidental to, the Application and the Placing , together with any applicable VATthereon.

9.3 VAT

All sums payable under this Agreement by the Company to the Broker are deemed to beexclusive of VAT. Where pursuant to the terms of this Agreement the Broker makes a supplyto the Company, the Company shall pay to the Broker a sum equal to the amount of any VATchargeable by the Broker on that supply at the same time as payment for the supply. Wherethe Company is required by the terms of this Agreement to reimburse the Broker for any costsand expenses constituting supplies made to the Broker , the Company shall pay to the Broker,in addition to those costs and expenses , an amount equal to any input VAT incurred by theBroker in respect of those supplies at the same time such reimbursement is made except to

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the extent that the Broker receives repayment or credit in respect of that input VAT. Wherethe Company is required by the terms of this Agreement to reimburse the Broker for any costsand expenses incurred by the Broker as agent of the Company , the Company shall pay to theBroker , in addition to those costs and expenses , an amount equal to any VAT incurred by theBroker on those costs and expenses at the same time as such reimbursement is made.

9.4 Right of deduction

The Broker may (but is not under any obligation to do so) deduct from the gross proceeds ofthe Placing the fees, costs, expenses and any VAT payable by the Company pursuant to sub-clauses 9.1 to 9.3 (inclusive) and the deductions of any such fees, costs and expenses shallbe an absolute discharge of the Company's obligations to pay them. If such deduction ismade, the Broker shall provide a statement itemising the amounts so deducted. In the eventthat all or some of the amounts payable in respect of costs and expenses are not deducted bythe Broker from the gross proceeds of the Placing, the Company shall pay all such fees, costsand expenses on request.

10. Warranties

10.1 The Company

The Company warrants to the Broker in the terms of schedule 3 as at the date of thisAgreement , the Publication Rate and at Admission (with reference to the facts, matters andcircumstances then subsisting).

10.2 Avoidance of Specified Event

The Company undertakes not to cause, and to use reasonable endeavours not to permit, anyevent to occur or to allow any omission which would comprise a Specified Event prior toAdmission.

10.3 Independence

Each Warranty is to be construed independently and (except where this Agreement providesotherwise) is not limited by a provision of this Agreement or another Warranty.

10.4 Survival

The Warranties shall remain in full force and effect notwithstanding Admission and all othermatters and arrangements referred to or contemplated by this Agreement.

10.5 Knowledge

For the purposes of the Warranties (and notwithstanding sub-clause 1.2(g)), the Companyshall be deemed to have knowledge of all matters known to the Directors or which would havebeen discovered by them if they had made such enquiries as could reasonably be expected tobe made in the context of the Placing and Admission.

10.6 Disclosure to the Broker

The Company undertakes to notify the Broker without delay on becoming aware at any timeprior to Admission,

(a) that any of the Warranties was (or was likely to have been) untrue, inaccurate ormisleading when given, has ceased (or is likely to have ceased) to be true andaccurate or has become (or is likely to become) misleading;

(b) of any matter which is likely to give rise to a claim under the Indemnity; and

(c) of any circumstance which would or is likely to result in the occurrence of a Specified

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Event;

and shall provide the Broker with such information as it shall reasonably require in this regard.

10.7 Warranty Confirmation Letter

The Company shall procure that the Warranty Confirmation Letter is delivered to the Broker inaccordance with sub-clause 5.3.

10.8 Consequence of disclosure

If, at any time prior to Admission, the Broker becomes aware that any of the Warranties was, isor has become untrue, inaccurate or misleading, the Broker may require the Company at itsown expense to make such announcements and/or despatch such communications as itreasonably considers necessary or desirable in connection with the untruth, inaccuracy ormisleading nature of the Warranty concerned.

11. Exclusion of liability

11.1 No claims against indemnified Persons

Without prejudice to sub-clause 11 .2, the Company agrees with the Broker (for itself and astrustee for each Indemnified Person) that no claim shall be made against any IndemnifiedPerson to recover any loss, damage , liability, costs, charges or expenses which any GroupCompany or any of the Directors or any other person may suffer or incur by reason of orarising, directly or indirectly, from the performance by any Indemnified Person of its obligationsor services under this Agreement or in connection with the Proposals or the publication anddespatch of any of the Placing Documents, the Scheme Document or of the terms upon whichPlacees may be procured by the Broker, or the timing of any subscription for the PlacingShares, unless and to the extent that such loss, damage, liability, costs, charges or expensesarise as a result of:

(a) the finally determined fraud, negligence or wilful default of such Indemnified Person;

(b) a breach of the Broker's obligations under this Agreement; or

(c) any contravention by such Indemnified Person of its duties or obligations under theregulatory system (as defined in the FCA Handbook) or the provisions of the FSMA.

11.2 No claims against directors , officers and employees

The Company agrees with the Broker (for itself and as trustee for each Indemnified Person)that, without prejudice to any claim the Company may have against the Broker or anIndemnified Person, no proceedings may be taken against any director, officer or employee ofthe Broker or of an Indemnified Person in respect of a claim the Company may have againstthe Broker or an Indemnified Person. This clause may be relied upon and enforced by eachsuch director, officer or employee of the Broker or an Indemnified Person.

11.3 Limitations on liability

The Company agrees with the Broker (for itself and as trustee for each Indemnified Person)that any liability that any Indemnified Person may have to the Company for any damage or losssuffered by the Company arising out of or in connection with this Agreement shall be limited soas not to extend to or include any liability for damage or loss suffered by the Company whichany Indemnified Person would not be subject to but for an agreement which the Company hasmade or may make with any other party which limits the liability of that other party arising out ofor in connection with the Placing or Admission ( a "Relevant Limitation"). To the extent thatany such agreement made by the Company with any other party has the effect of reducing orextinguishing any Indemnified Person's ability to recover under rights of contribution orsubrogation against that party in respect of a claim brought by the Company against any

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Indemnified Person, that Indemnified Person's liability to the Company shall becorrespondingly reduced or extinguished as it would have been in the absence of the RelevantLimitation. The Company undertakes to notify the Broker immediately in writing of theexistence and terms of any Relevant Limitation.

11.4 Verification

The Company agrees with and acknowledges to the Broker (for itself and as trustee for eachIndemnified Person) that no Indemnified Person nor any of their respective officers, directors,employees, agents or advisers are or shall be responsible to any other party for verifying theaccuracy and/or fairness of any information in any of the Placing Documents.

11.5 Company acknowledgement - securities laws

For the avoidance of doubt and save in respect of the Broker's obligations as nominatedadviser under the AIM Rules for Nominated Advisers and AIM Rules for Companies, noIndemnified Person shall be responsible for advising the Company in respect of any applicablelaws or regulations in any jurisdiction in relation to the Proposals or other matterscontemplated in connection with the Proposals and the Company acknowledges that noIndemnified Person shall incur any liability to the Company in respect of any breach of suchapplicable laws or regulations where such Indemnified Person has acted in good faith andstrictly accordance with, any advice the Company has received and communicated to it.

11.6 Broker undertaking - securities laws

The Broker undertakes to the Company that, in carrying out its obligations under thisAgreement it will not, directly or indirectly, offer for subscription or sale or solicit anyapplications for any of the Placing Shares, nor will they distribute or publish any documents inrelation to the Placing in any country or jurisdiction except those in which such offer,solicitation, distribution or publication is in compliance with any applicable laws and it will useall reasonable endeavours not to undertake any action which would impose upon the Companyany obligations to satisfy any public filing or registration requirements of any relevant country orjurisdiction or to publish any information of any kind whatsoever in connection with the Placing,including but not limited to a prospectus (as defined in the Companies Law), save as expresslyauthorised by this Agreement.

12. Indemnity

12.1 Indemnity

The Company agrees with the Broker (for itself and as trustee for each Indemnified Person) toindemnify and keep indemnified to the fullest extent permitted by law each Indemnified Personagainst all claims, actions, demands, liabilities, judgments and proceedings in any jurisdictionwhich may be made, brought or established against any such person (together "Claims") andagainst all loss, damage, liability, costs, charges and expenses in any jurisdiction which anysuch person may suffer or incur in relation to any Claim (including those suffered or incurred indisputing any Claim or in establishing the right to be indemnified under this clause 12.1 and/orin seeking advice as to any Claim and including all legal and other expenses reasonably andproperly incurred) (together "Losses") and which in each such case, directly or indirectly,result from or are attributable to or would not have arisen but for the placing of the PlacingShares, Admission, the Acquisition, or the transactions contemplated by this Agreementincluding, but not limited to:

(a) the preparation, approval and/or despatch or publication of the Placing Documents orthe Scheme Document;

(b) the allotment and issue of the Placing Shares;

(c) any breach, or alleged breach, by the Company of any of the Warranties or any of itsother obligations under this Agreement or the happening of a Specified Event;

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(d) the Placing Documents and/or the Scheme Document not containing, or being allegednot to contain, all information required to be contained in them or any statement inthem being, or being alleged to be, untrue, inaccurate or misleading or as having beenmade negligently or otherwise without the required standard of skill and care;

(e) any breach, or alleged breach, of the laws or regulations of any part of the UnitedKingdom or elsewhere resulting from the issue or distribution of the PlacingDocuments and/or the Scheme Document or the entering into or completion of thisAgreement or otherwise as a result of the Placing and/or the Acquisition;

(f)

(g)

the approval or issue by the Broker of the Press Announcement or of any otherfinancial promotion (for the purposes of section 21(1) of the FSMA) relating to thePlacing;

the performance by any Indemnified Person of its obligations or services in connectionwith the Acquisition, the Placing, Admission or the Application; or

(h) any failure, or alleged failure, by any Group Company or any of its agents, employees,officers or professional advisers (other than Indemnified Persons) to comply with theCompanies Law, the FSMA, the Financial Services Act 2012, the AIM Rules forCompanies, the rules and regulations of the Exchange, the City Code, the Regulationsor the rules or requirements of Euroclear in relation to CREST or any otherrequirements of statute or statutory regulations in relation to the Placing, Admission orthe Application.

12.2 Exclusions

The Indemnity shall not;

(a) extend to any Claims or Losses that arise from:

(i)

(ii) a finally determined breach of the Broker's obligations under this Agreement;

(iii) any contravention by any Indemnified Person of its duties or obligations underthe regulatory system (as defined in the FCA Handbook) or the provisions ofthe FSMA;

the finally determined fraud, negligence or wilful default of any IndemnifiedPerson;

(b) apply to the extent prohibited by COB Rule 2.1.28; and

(c) apply to the extent prohibited by law.

12.3 Costs and expenses

The Indemnity shall extend to all costs, charges and expenses (including, without limitation, alllegal fees and expenses) (together with any applicable VAT or equivalent tax thereon) whichany Indemnified Person may reasonably incur or bear in disputing any claim made against it orin establishing any claim on its part under the provisions of this clause 12 or in seeking adviceas to any claim in respect of which it is entitled to be indemnified pursuant to this clause 12.

12.4 Conduct of claims

As soon as reasonably practicable after it becomes aware of any Claim made or threatenedwhich may fall within the scope of the Indemnity, the Broker shall notify the Company of therelevant Claim (provided that failure to so notify by the Indemnified Persons shall not relievethe Company of its obligation to indemnify the Broker under this clause) and the IndemnifiedPerson shall thereafter (to the extent lawful) (i) on request keep the Company informed of theprogress of the Claim (ii) provide the Company with copies of such documentation relating to

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the Claim as the Company may reasonably request and (iii) give the Company suchopportunities as the Company may reasonably request to make representations regarding theconduct of the Claim, in each case subject to the Indemnified Person being indemnified in amanner satisfactory to it against any and all reasonable costs, charges and expenses incurredby it in complying with any such request, and provided that nothing in this sub-clause 12.4 shallrequire any Indemnified Person to:

(a) provide a copy of any document or provide any information which it is legally advised isprivileged in the context of any litigation connected with the Claim or subject to a dutyof confidentiality;

(b) do, or refrain from doing, anything which would, or which such Indemnified Person ingood faith considers is likely to, prejudice any insurance cover to which any ofIndemnified Person may from time to time be entitled to or from which it or any of themmay benefit;

(c) do, or refrain from doing, anything the doing of or failure to do, the Broker in good faithconsiders would damage its reputation or the goodwill attaching to its business or thatof any Indemnified Person or which would conflict with the Broker's duties under anylaw or regulatory requirement; or

(d) settle, compromise, dispute or defend any Claim.

12.5 No settlement without the Brokers consent

The Company agrees that it will not, without the prior written consent of the Broker (which isnot to be unreasonably withheld or delayed) settle, compromise or otherwise admit liability inrespect of or consent to the entry of any judgment with respect to any pending or threatenedClaim in respect of which indemnification may be sought under this clause 12 unless the termsof such settlement, compromise or consent:

(a) include an unconditional release of all Indemnified Persons from all liability arising outof such Claim; and

(b) do not include a statement as to or an admission of fault, culpability or a failure to actby or on behalf of any Indemnified Person.

12.6 Survival

The Indemnity shall remain in full force and effect notwithstanding Admission and all othermatters and arrangements referred to or contemplated by this Agreement.

13. Undertakings

The provisions of schedule 4 shall have effect as undertakings on the part of the Company tothe Broker.

14. Withholding and grossing up

14.1 No withholding

All sums payable to any Indemnified Person (for the purposes of this clause 14 only, each a"payee") pursuant to this Agreement shall be paid gross, free of any right of counterclaim orset off and without deduction or withholding of any kind, unless the deduction or withholding isrequired by law, in which event the relevant person (the "payer") shall pay such additionalamount as shall be required to ensure that the net amount received by the payee will equal thefull amount which would have been received by it had no such deduction been made.

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14.2 Grossing up

If HMRC or any other Tax Authority brings into charge to Tax (or into any computation ofincome, profits or gains for the purposes of any charge to Tax) any sum payable to a payeeunder this Agreement or any sum withheld in accordance with this Agreement from anypayment made to a payee (other than, in either case, the fees or commissions due underclause 9 and other than interest), the person liable under this Agreement to make suchpayment or suffer such withholding shall pay such additional amount as shall be required toensure that the total amount received by the payee, less the Tax chargeable thereon (or thatwould be so chargeable but for the availability of relief in respect of that charge Tax), is equalto the amount that would otherwise be so received (additional payments being made ondemand of the Indemnified Person).

14.3 Reimbursement

If and to the extent that a payee receives an additional amount under clause 14.1 and thepayee receives and retains the benefit of a refund of Tax or credit against Tax on its overall netincome which is identified by the payee as attributable to the Tax that was withheld ordeducted, then the payee shall reimburse to the payer such amount as the payee shallreasonably determine so as to leave that payee, after reimbursement, in no better or worseposition than it would have been in if payment of the relevant additional amount had not beenrequired. Each payee shall use absolute discretion as to whether to claim any refund of Tax orcredit against Tax and, if it does so claim, the extent, order and manner in which it does so andwhich reliefs and credits are to be regarded as used for these purposes.

15. General

15.1 Entire agreement and conflicts

(a) This Agreement sets out the entire agreement and understanding between the partiesin respect of the subject matter of this Agreement and supersedes all prioragreements, understandings or arrangements (whether oral or written), except theEngagement Letter, which shall continue in full force and effect.

(b) To the extent that the provisions of this Agreement conflict with the provisions of theEngagement Letter, this Agreement shall prevail.

(c) The parties acknowledge that they have entered into this Agreement in reliance onlyupon the warranties and terms specifically contained or expressly referred to in thisAgreement and, save as expressly set out in this Agreement, no party shall have anyliability in respect of any other representation, warranty or promise made prior to thedate of this Agreement, unless it was made fraudulently.

15.2 Assignment

(a) This Agreement shall be binding upon and enure for the benefit of the successors intitle of the parties but, except as set out in sub-clause 15.2(b), shall not be assignableby any party without the prior written consent of the other.

(b) The Broker may assign the benefit of this Agreement to any subsidiary undertaking orparent undertaking of the Broker provided that upon any subsidiary undertaking orparent undertaking ceasing to be the same such subsidiary undertaking or parentundertaking shall assign the benefit of this Agreement to the Broker or a subsidiaryundertaking or parent undertaking of the Broker.

15.3 Variation

No purported variation of this Agreement shall be effective unless it is in writing and signed byor on behalf of each of the parties.

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15.4 Effect of Admission

Except to the extent already performed, all the provisions of this Agreement shall, so far asthey are capable of being performed or observed, continue in full force and effectnotwithstanding Admission.

15.5 Invalidity

To the extent that any provision of this Agreement is found by any court or competent authorityto be invalid, unlawful or unenforceable in any jurisdiction, that provision shall be deemed notto be a part of this Agreement, it shall not affect the enforceability of the remainder of thisAgreement nor shall it affect the validity, lawfulness or enforceability of that provision in anyother jurisdiction.

15.6 Releases and waivers

(a) Any party may, in whole or in part, release, compound, compromise, waive orpostpone, in its absolute discretion, any liability owed to it or right granted to it in thisAgreement by any other party or parties without in any way prejudicing or affecting itsrights in respect of that or any other liability or right not so released, compounded,compromised, waived or postponed.

(b) No single or partial exercise, or failure or delay in exercising any right, power orremedy by any party shall constitute a waiver by that party of, or impair or preclude anyfurther exercise of, that or any right, power or remedy arising under this Agreement orotherwise.

15.7 Further assurance

Each party shall execute such documents and take such steps as the other party mayreasonably require to fulfil the provisions of and to give to each party the full benefit of thisAgreement.

15.8 Counterparts

(a) This Agreement may be executed in any number of counterparts and by the parties onseparate counterparts, which may include faxed copies or copies sent by email butshall not be effective until each party has executed at least one counterpart.

(b) Each counterpart, when executed, shall be an original of this Agreement and allcounterparts shall together constitute one instrument.

15.9 Time of the essence

Except as otherwise expressly provided, time is of the essence as regards every obligation ofany party under this Agreement.

15.10 Confidentiality

(a) Except as referred to in sub -clause 15.10(b), each party shall treat as strictlyconfidential all information received or obtained as a result of entering into orperforming this Agreement which relates to the provisions or subject matter of thisAgreement , to any other party or the negotiations relating to this Agreement.

(b) Any party may disclose information which would otherwise be confidential if and to theextent:

(i) it is required to do so by law or any securities exchange or regulatory orgovernmental body to which it is subject wherever situated;

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(ii) it considers it necessary to disclose the information to its professionaladvisers, auditors and bankers provided that it does so on a confidential basis;

(iii) the information has come into the public domain through no fault of that party;or

(iv) each party to whom it relates has given its consent in writing.

16. Third Parties Act

16.1 Rights

The rights comprising the benefit of all provisions in this Agreement intended to apply to, andbe for the benefit of, any Indemnified Person (other than the Broker) (the "Third PartyRights") are conferred on those persons and are enforceable in accordance with the ThirdParties Act, subject always to this clause 16. In the event of any conflict between the ThirdParties Act (including, for the avoidance of doubt, any judicial interpretation of that Act) and theremainder of this clause 16, this clause shall prevail.

16.2 Exercise of Third Party Rights

(a) The Broker may exercise the Third Party Rights in all respects on behalf of anyIndemnified Person at the Broker 's sole discretion as if the Broker were suchIndemnified Person.

(b) All Third Party Rights (including, without limitation, enforcement rights) are exercisableagainst the Company only indirectly, through the Broker in accordance with this clause16 and are not exercisable by any other Indemnified Person directly against theCompany other than with the Broker's prior written consent and then only to the extentpermitted by such consent. Any such consent may be withheld at the Broker'sabsolute discretion and may be given subject to such restrictions as the Broker mayimpose in its absolute discretion on the Indemnified Person. The terms of any suchconsent may be varied or waived by the Broker at its absolute discretion.

(c) The Broker may enter into an agreement, arrangement or transaction with a person(including, without limitation, the Company) and may deal with its rights under thisAgreement without regard to any other Indemnified Person's interests and it is notliable to account to any Indemnified Person for any benefit realised by that agreement,arrangement, transaction or dealing.

163 Extent of liability

The Broker does not owe any duty to any other Indemnified Person or to any other person thatis not a party to this Agreement (including, without limitation, any Placee), nor shall the Brokerbe liable to any other Indemnified Person, Placee or to any other such person for any act oromission of any kind or for any exercise of the Broker's discretion in anyway, in respect of anyThird Party Rights or in respect of any other matter concerning or relating to this Agreement.

16.4 Enforcement

No term of this Agreement is enforceable by any person who is not a party to it other than asreferred to in clauses 11 and 12 or in this clause 16.

16.5 Consents

This Agreement may be terminated, rescinded or varied in any respect by agreement betweenthe parties without the need for any consent from any third party (including, without limitation,any other Indemnified Person).

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17. Notices

17.1 Form of notice

Any notice to a party under this Agreement shall be in writing signed by or on behalf of theparty giving it and shall, unless delivered to a party personally, be left at, or sent by prepaid firstclass post, prepaid recorded delivery, email or fax to the address of the party as set out in thisclause 17 or as otherwise notified in writing from time to time. For this purpose, any party notordinarily resident in the united Kingdom shall maintain an address for service within theUnited Kingdom.

17.2 Deemed service

Except as referred to in sub-clause 17.3, a notice shall be deemed to have been served:

(a) at the time of delivery if delivered personally;

(b) 48 hours after posting; and

(c) 2 hours after transmission if served by fax on a Business Day prior to 3.00 p,m, or inany other case at 10.00 a.m. on the Business Day after the date of despatch.

17.3 Exceptions

The deemed service provisions set out in sub-clause 17.2 shall not apply to:

(a) a notice served by post, if there is a national or local suspension, curtailment ordisruption of postal services which affects the collection of the notice or is such thatthe notice cannot reasonably be expected to be delivered within 48 hours after posting;and

(b) a notice served by fax, if, before the time at which the notice would otherwise bedeemed to have been served, the receiving party informs the sending party that thenotice has been received in a form which is unclear in any material respect, and, if itinforms the sending party by telephone, it also despatches a confirmatory fax within 2hours.

17.4 Proof of service

In proving service it shall be sufficient to prove:

(a) in the case of personal service, that it was handed to the party or delivered to or left inan appropriate place for receipt of letters at its address;

(b) in the case of a letter sent by post, that the letter was properly addressed, stampedand posted;

(c) in the case of fax, that it was properly addressed and despatched to the number of theparty; and

(d) in the case of email, at 10.00 a.m. on the Business Day after the date of despatch.

17.5 No prevention

A party shall not knowingly attempt to prevent or delay the service on it of a notice connectedwith this Agreement.

17.6 Addresses for service

All notices, demands or other communications given under this Agreement shall be given to

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the following addresses and numbers:

(a) If to the Company:

The Stanley Gibbons Group plc2nd FloorMinden HouseMinden PlaceSt. HelierJerseyJE2 4WQ

Fax number : +44 (0)1534 766177

For the attention of: John Byfield

Email: ibvtield c stanlev

(b) if to the Broker:

Peel Hunt LLPMoor House120 London WallLondon EC2Y 5ET

bbons.com

Fax number: +44 (0)20 7418 8900

For the attention of. Ran Webster

Email (copied to all of the following recipients): dan.webster'n 2elhunt.corn;richard. brown )?eglhunt.cam;

18. Governing law and jurisdiction

18.9 Governing law

This Agreement and any dispute, claim or obligation (whether contractual or non-contractual)arising out of or in connection with it, its subject matter or formation shall be governed byEnglish law.

18.2 Jurisdiction

The parties irrevocably agree that the English courts shall have exclusive jurisdiction to settleany dispute or claim (whether contractual or non-contractual) arising out of or in connectionwith this Agreement, its subject matter or formation.

This Agreement has been signed on the date appearing at the head of page 1.

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Schedule 1

(Warranty Confirmation Letter)

[To be retyped onto the headed notepaper of the Company]

Peel Hunt LLPMoor House120 Moor HouseLondonEC2Y5ET

(For the attention of Dan Webster)

r 2013

Dear Sirs,

The Stanley Gibbons Group plc (the "Company") - Placing

We refer to the Placing Agreement dated a 2013 (the "Placing Agreement ") and made between (1)the Company and (2) Peel Hunt LLP. Words and expressions defined in the Placing Agreement havethe same meanings in this letter.

We confirm that (subject to the giving of this letter):

(a) the Company has complied with its undertakings and obligations under the Placing Agreementwhich are to be performed prior to Admission; and

(b) save as notified to you pursuant to clause 10.7 of the Placing Agreement, none of theWarranties contained in the Placing Agreement has been breached or was untrue, inaccurateor misleading when given and, so far as we are aware, none of such Warranties would bebreached or untrue, inaccurate or misleading when repeated by reference to the facts andcircumstances subsisting on the date of this letter.

This letter, which has been delivered to you prior to the date of Admission, is to be released to youimmediately prior to Admission.

Yours faithfully

Directorfor and on behalf ofThe Stanley Gibbons Group plc

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Schedule 2

(Documents to be delivered)

The documents set in this schedule 2 have been prepared in connection with the Placing andAdmission and specimens of each have been agreed by or on behalf of each of the Broker and theCompany. References in this Agreement to these documents are to such prints or drafts with suchamendments to them as may be agreed by or on behalf of the Company and the Broker.

Part A

(Documents to be delivered on the date of this Agreement)

Public documents and submissions to the Exchange

1 Press Announcement Copy initialled by a Director

2 Application Signed original

Placing documents

3 Presentation Copy initialled by a Director

4 Placing Letter Agreed form copy

Board documents

5 Board minutes approving the Presentation Certified copy

6 Board minutes approving, inter atia, the execution of this Certified copyAgreement, the Press Announcement and the Acquisition

7 Responsibility letters signed by each Director Certified copies

8 Powers of attorney signed by each Director Certified copies

9 Verification Notes Signed copy

Documents from the Company's Jersey Solicitors

10 A legal opinion addressed to the Broker in agreed form Original

Documents from the Company 's Solicitors

11 Legal Due Diligence Report Copy

Documents from the Reporting Accountants

12 Financial Due Diligence Report Copy

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Part B

(Documents to be delivered on the Publication Date)

1 Scheme Document (and all documents stated as being Copies initialled by a Directoravailable for inspection)

2 , Forms of proxy for use at the Schema meetings Copies initialled by a Director

Part C

(Documents to be delivered prior to Admission)

1 Board minutes approving, inter alia, completion of the CopyAcquisition and the conditional allotment of the PlacingShares

2 Warranty Confirmation letter (to be held in escrow and Signed originalreleased prior to Admission)

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Schedule 3

(Warranties)

1 The Placing Documents and the Scheme Document

1.1 Accuracy of information

All statements of fact in the Placing Documents and, when published, the Scheme Document(in so far as the Directors are responsible for them in accordance with the City Code) are:

(a) in relation to Stanley Gibbons, true and accurate in all material respects and are notmisleading in any material respect; and

(b) in relation to Noble, so far as the Company is aware, true and accurate in all materialrespects and are not misleading in any material respect.

12 Expressions of opinion and intention

All expressions of opinion, intention or expectation contained in the Placing Documents and,when published, the Scheme Document (in so far as the Directors are responsible for them inaccordance with the City Code) are honestly given, expressed or held and have been made onreasonable grounds after due and careful consideration having regard to all the informationcurrently available to the Group and the Directors and were not given recklessly, casually orwithout due regard for their accuracy.

1.3 Omissions

There are no facts or considerations known or which could on proper enquiry have beenknown to the Company which are not disclosed in the Placing Documents and/or, whenpublished, the Scheme Document (in so far as the Directors are responsible for them inaccordance with the City Code) and which by their omission would or might reasonably beconsidered to:

(a) make any statement in them (whether of fact, opinion, intention or expectation) untrue,inaccurate or misleading in any material respect; or

(b) affect the import of the information contained in them.

1.4 Compliance

The Placing Documents and, when published, the Scheme Document contain all informationrequired by, and the allotment of the Placing Shares and the publication of the PlacingDocuments and the Scheme Document in the manner proposed shall comply with, the FSMA,the Financial Services Act 2012, the Companies Law, the Companies Act, the AIM Rules forCompanies, the rules and regulations of the Exchange, the Regulations or the rules orrequirements of Euroclear in relation to CREST and all other applicable laws, rules andregulations of Jersey and the United Kingdom.

1.5 The Presentation

The information contained in the Presentation is not inconsistent with the PressAnnouncement or, when published, the Scheme Document, as at the respective dates thereof.There is no material information contained in the Presentation which has not been Disclosed,or otherwise made publically available.

1.6 Distribution of the Placing Documents

There has been no distribution of any offering material in connection with the offering of the

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Placing Shares other than the Placing Documents and the Placing Letters, unless such asotherwise been agreed with the Broker.

1.7 Previous Announcements

The Previous Announcements were true and accurate in all material respects and notmisleading in any material respect when made and all (if any) statements, forecasts, estimatesand expression of opinion, belief, intention and expectation contained in the PreviousAnnouncements which are material in the context of the Placing and Admission were fairly andhonestly given, expressed or held and were made on reasonable grounds after due and properconsideration and were reasonably based on facts then known to the Company and none ofsuch statements were or are rendered materially inaccurate or misleading in the context of thePlacing and/or Admission by the omission of any fact or matter.

Since the Previous Announcements were published, no corrective statement has beenrequired to be made in accordance with the AIM Rules for Companies, the FSMA or theFinancial Services Act 2012.

The Previous Announcements complied with all relevant requirements of the FSMA, theFinancial Services Act 2012, the AIM Rules for Companies, the memorandum and articles ofassociation of the Company and all other relevant statutes and regulations as were in force atthe time of publication of the relevant Previous Announcement.

1.8 Information

So far as the Company is aware, since the Accounts Date, there is no information other thanthat contained in the Previous Announcements which the Company is required by the AIMRules for Companies, the FSMA or the Financial Services Act 2012to publish, whether tocorrect a misleading impression as to the market in or the price or value of the OrdinaryShares or to avoid behaviour which could constitute market abuse (within the meaning of theFSMA) or which is otherwise relevant to the Exchange in considering the Application.

1,9 Required announcements

The Company is not aware of any circumstances now subsisting or proposed which are notDisclosed and which are likely to lead to any obligation for the Company to make anyannouncement pursuant to the FSMA, the AIM Rules for Companies or the City Code.

2 Statements to the Exchange

2.1 Disclosure of information

All statements of fact made and factual information provided by or on behalf of the Company inwriting to the Exchange and/or the Broker in connection and for the purposes of the Placingand Admission was when made or provided (or, when made, will be) true and accurate in allmaterial respects and were not (or, when made, will not be) misleading in any material respectand all expressions of opinion, intention or expectation made by the Company to the Exchangein connection with the Placing and Admission was when made or provided (or, when made, willbe) truly and honestly held and fairly made on reasonable grounds and/or assumptions afterdue and careful consideration and enquiry and there are no facts which have not beendisclosed to the Exchange and/or the Broker which, by their omission, make any suchstatements misleading or which are material for disclosure to any of them in the context of thePlacing and Admission.

2.2 Suitability

All of the documents required by the FSMA and the AIM Rules for Companies in connectionwith the Application have been or will be supplied to the Exchange and all other relevantrequirements of the FSMA and the AIM Rules for Companies have been complied with. So faras the Company is aware, there are no matters other than those Disclosed, or disclosed

29

otherwise in writing to the Exchange, which should be taken into account by the Exchange inconsidering the suitability for the admission of the Placing Shares to trading on AIM.

2.3 Verification

The factual information contained in the replies to the Verification Notes is true and accurate inall material respects and not misleading in any material respect nor has any information beenomitted from it the absence of which would make the replies to the Verification Notesmisleading in any material respect and all expressions of opinion, intention, belief andexpectation contained in them were honestly given and were made on reasonable groundsafter due and careful consideration and such replies have been prepared or approved bypersons having appropriate knowledge and responsibilities to enable them properly to providesuch replies and all such replies have been given in good faith.

3 Financial information

3.1 The Accounts

The Accounts:

(c) have been prepared in accordance with IFRS (as adopted in the European Union) andcomply with the requirements of the Companies Law and all applicable laws andregulations; and

(d) give a true and fair view of the state of affairs and financial condition of the Group, aswas known at the Accounts Date, and of the profit and loss and cash flows of theGroup for the year ended on the Accounts Date, as was known at the Accounts Date.

3.2 The Interim Accounts

The Interim Accounts:

(a) have been prepared on a basis which is consistent with the preparation of theAccounts; and

(b) give a true and fair view of the state of affairs of the Group as was known at 30 June2013 and of the profit and loss and cashflow of the Group as was known at for the sixmonths ended 30 June 2013.

3.3 Events since the Accounts Date

Since the Accounts Date, save as Disclosed:

(a) each Group Company has carried on its business in the ordinary and usual course;

(b) neither the Company nor any Director has entered into any memorandum ofunderstanding, heads of terms or similar arrangements in respect of the issue ortransfer of any Ordinary Shares or an offer of the same;

(c) there has been no Material Adverse Change, nor so far as the Company is aware, hasthere been any development which the Directors consider is likely to give rise to aMaterial Adverse Change;

(d) there has been no material depletion in the net assets of the Group, nor so far as theCompany is aware any development likely to give rise to such a material depletion;

(e) no Group Company has entered into any contract or commitment:

(i) which is outside the ordinary course of its business;

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(ii) which is of a long term, onerous or unusual nature; or

(f)

(g)

(iii) which involves or could involve an obligation of a material nature ormagnitude,

in each case which is material in the context of the Group;

no Group Company has acquired or disposed of or agreed to acquire or dispose ofany business, company or asset or assumed or acquired any liability, in either casewhich is material in the context of the Group;

no dividend or other distribution has been, or is treated as having been, declared, paidor made by any Group Company;

(h) so far as the Company is aware, no Group Company has been involved in anytransaction which has resulted, or could result, in any liability for Taxation otherwisethan in the ordinary course of business and trading; and

(i) the business of the Group has not been adversely affected by the loss of anyimportant customer or supplier or any similar abnormal factor (s) not affecting similarbusinesses to a similar extent and there are no facts or circumstances known to theCompany which are likely to give rise to any such effect , whether before or afterAdmission.

3.4 Off balance sheet financing

No Group Company has any financing, investment or liability of an off balance sheet nature.

4 Working capital statement

In the opinion of the Company, having made reasonable enquiry in the context of the Placingand Admission, taking into account the net proceeds of the Placing, the Enlarged Group hassufficient working capital for its present requirements, that is for at least 12 months from thedate of Admission.

5 Internal accounting controls

5.1 Financial reporting procedures

The Directors have established procedures which provide a reasonable basis for them tomake proper judgements as to the financial position and prospects of the Group.

5.2 Internal systems

Each Group Company maintains a system of internal accounting controls sufficient to providereasonable assurances that:

(a) transactions are executed in accordance with management's general or specificauthorisation;

(b) transactions are recorded as necessary to permit preparation of financial statementsby the relevant Group Company on a consolidated basis in conformity with IFRS andthe Companies Law and the rules and regulations thereunder and to maintainaccountability for assets;

(c) access to assets is permitted only in accordance with management's general orspecific authorisation; and

(d) the recorded accountability for assets is compared with the existing assets atreasonable intervals and appropriate action is taken with respect to any differences.

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6 Reports

6.1 The Noble Reports

So far as the Company is aware, all statements of fact in the Noble Reports were, whenwritten, and remain true and accurate in all material respects and not misleading in anymaterial respect, and no material fact or matter has been omitted from such reports whichwould make any statement of fact in such reports misleading in any material respect and anyexpressions of opinion, expectation and intention (if any) attributed to the Company in suchreports are honestly held by the Company and are either fairly based on facts which are withinthe Company's knowledge or made on reasonable grounds.

6.2 Information

All information requested from the Company and the Directors by the Broker (or any personsacting on its behalf) for the purposes of the Proposals has been supplied to them and wasgiven in good faith, such information was when supplied and is now true and accurate in allmaterial respects and no information has been withheld, the absence of which would rendermisleading in any material respect the information provided and where such information wasexpressed as an opinion of any Director such opinion was and continues to be honestly andreasonably held by the person giving it by reference to the facts and circumstances nowsubsisting.

7 indebtedness

7.1 No repayment

No outstanding indebtedness of any Group Company has become repayable before its statedmaturity, nor has any security in respect of such indebtedness become enforceable by reasonof default by any Group Company, and no event has occurred or is, to the best of theknowledge, information and belief of the Company, impending which, with the lapse of time orthe fulfilment of any condition or the giving of notice or the compliance with any other formality,may reasonably be expected to result in any such indebtedness becoming so repayable or anysuch security becoming enforceable and no Group Company has received notice from anyperson to whom any indebtedness of any Group Company being indebtedness which isrepayable on demand is owed, demanding or threatening to demand repayment of, or to takeany steps to enforce any security for, the same.

7.2 Borrowing facilities

All the borrowing facilities of the Group have been duly executed on behalf of the relevantGroup Company and are in full force and effect and so far as the Company is aware:

(a) all undrawn amounts under such borrowing facilities are or will be capable ofdrawdown; and

(b) there is nothing which could cause any undrawn amounts under any such borrowingfacilities to be unavailable for drawing as required.

7.3 Investments

Save as Disclosed, there are no companies, undertakings, partnerships or joint ventures inexistence whose results are not consolidated with the results of the Group, but whose defaultwould affect the indebtedness or increase the contingent liabilities of the Group to an extentwhich would have a Material Adverse Change on the financial or trading position of the Grouptaken as a whole.

7.4 Borrowing restrictions

The amounts borrowed by each Group Company do not exceed any limitation on its borrowing

32

contained in its articles of association, any debenture or other deed or document binding uponit and no Group Company has outstanding any loan capital, nor has it factored any of its debts,or engaged in financing of a type which would not require to be shown or reflected in auditedaccounts or borrowed any money which it has not repaid.

8 Authority and capacity

8.1 Capacity

The Company is a company with limited liability, duly incorporated, validly existing under thelaws of Jersey with full power and authority under its articles of association and otherwise toown, lease and operate its properties and to conduct its business and to enter into and performits obligations pursuant to the Placing and Admission and this Agreement and to enter into andconsummate all transactions in connection therewith.

8.2 Authority

The Company has duly authorised, executed and delivered this Agreement.

8.3 Subsidiaries

The Subsidiaries are the only subsidiaries or subsidiary undertakings of the Company andeach Subsidiary has been duly organised and is validly existing and, insofar as such conceptexists under its jurisdiction of organisation, is in good standing, in each case, under the laws ofthe jurisdiction of its organisation, has the requisite power and authority to own, lease andoperate its properties (if any) and to conduct its current business and is duly qualified as aforeign corporation (or other applicable entity) to transact its current business in eachjurisdiction in which such qualification is required, whether by reason of the ownership orleasing of property or the conduct of business.

9 Share capital

9.1 Issued share capital

The issued share capital of the Company will, upon Admission, be as described in the PressAnnouncement and the terms of the Ordinary Shares will conform to the description of them inthe articles of association of the Company. On Admission, all of the Ordinary Shares in issuewill be duly and validly authorised and issued, fully paid and not subject to further assessment.

9.2 No pre-emption rights

The issue of the Placing Shares is not, and will not be, subject to pre-emptive or other similarrights. There are no restrictions on the subsequent transfer of the Placing Shares and thePlacing Shares will rank pad passu in all respects with and be identical to each other and allother Ordinary Shares.

9.3 No calls

Save as Disclosed , there are in force no options or other agreements to which any GroupCompany is party which call for the issue of, or accord to any person the right to call for theissue of, any shares or other securities of any Group Company now or at any time hereafter.

9.4 No additional rights

None of the Shareholders has any rights, in their capacity as such, in relation to the Companyother than as set out in the Company's articles of association and under Jersey law.

9,5 Compliance

The creation, allotment , issue and Admission of the Placing Shares and the making and

33

implementation of the Placing in accordance with this Agreement will comply with the FSMA,the Companies Law, the AIM Rules for Companies, the rules and regulations of the Exchange,the Regulations or the rules or requirements of Euroclear in relation to CREST and all otherapplicable laws, rules and regulations of the United Kingdom and in all other jurisdictionsrelevant to the Placing and, so far as the Company is aware, all agreements or arrangementsof which each Group Company is a party or by which each Group Company is bound, and sofar as the Company is aware, will not exceed or infringe any restrictions or the terms of anycontract, obligation or commitment by or binding upon any such Group Company, or result inthe imposition or variation of any rights or obligations of each Group Company.

9.6 Authority to issue the Placing Shares

Subject to Admission and all necessary resolutions of the Company and of the Directorsbecoming unconditional in accordance with their terms, the Company and the Directors have,or will have, power and authority to effect the Placing in the manner proposed and to enter intoand perform this Agreement and all arrangements relating to the Placing without any furtherauthorisation, sanction or consent by members of the Company or any class of them or anyother person and, subject as aforesaid, there is no authorisation, approval, consent or licencerequired by the Company for the entry into and performance of this Agreement or to effect thePlacing which has not been unconditionally and irrevocably obtained.

9.7 Prior issues of shares

Since the Accounts Date, all issues of shares by the Company prior to the date of thisAgreement were validly made with proper authority and there have been no allotments ortransfers of shares in the capital of the Company in breach of the memorandum and articles ofassociation of the Company or in breach of any obligation or duty of the Company imposedpursuant to any statute, contract or otherwise and all consents, approvals, confirmations andauthorities were duly obtained.

9.8 Share capital of Subsidiaries

Since the Accounts Date, all of the issued share capital of each Group Company (other thanthe Company) has been duly and validly authorised and issued, is fully paid and is owned bythe Company or one or more wholly-owned subsidiaries of the Company and save asDisclosed, is free and clear of all Encumbrances. None of the issued share capital of anysubsidiary was issued in violation of the pre-emptive or similar rights of any security holder ofsuch subsidiary.

9.9 Subscription rights

Save as Disclosed, there are no outstanding securities convertible into or exchangeable for, orwarrants, rights or options to purchase from the Company or any Group Company orobligations, commitments or intentions of the Company or any Group Company to create thesame or to issue, sell or otherwise dispose of, any shares of the Company or any GroupCompany.

9.10 No voting or transfer restrictions

There are and will, following Admission, be no restrictions, other than those imposed by lawand the articles of association of the Company, upon the voting or transfer of the PlacingShares or upon the declaration or payment of any dividend or distribution thereon.

10 Consents and authorisations

10.1 The Placing

All consents, approvals, authorisations, orders, registrations, clearances and qualifications ofany court or governmental, supranational, regulatory, Taxation or stock exchange authority,agency or body having jurisdiction over the Company or any Group Company or any of their

34

properties or any stock exchange authorities required for the issue of the Placing Shares (savefor Admission and delivery of the Application and the documents required to accompany it) andfor the execution and delivery by the Company of this Agreement to be duly and validlyauthorised and to give effect to the arrangements referred to in or contemplated by thisAgreement have been obtained or made and, as far as the Company is aware, are in full forceand effect.

10.2 The Group

Each Group Company has carried on, and is carrying on, its businesses and operations ineach jurisdiction in which it operates in accordance with all applicable laws, regulations andbye-laws and all statutory and other licences, permissions, consents, permits, approvals andall material authorisations necessary for the carrying on of the businesses and operations ofeach such Group Company, as now carried on, have been obtained and are valid andsubsisting, except where the failure to do so would not reasonably be expected to have amaterial adverse effect on the Group taken as a whole, and with respect to all such GroupCompanies all material conditions applicable to any such licence, permission, consent, permit,approval or authorisation have been and are being complied with and there are nocircumstances known to the relevant Group Company (after due and careful enquiry by theCompany) which indicate that any of them is likely to be revoked, rescinded, varied, limited,subjected to the imposition of conditions or further conditions, avoided or repudiated or notrenewed, in whole or in part, in the ordinary course of events or otherwise, save where anysuch outcome would not reasonably be expected to have a material adverse effect on thebusiness of the Group taken as a whole.

10.3 Absence of default and conflicts

Save as otherwise disclosed to the Broker on the date of this Agreement, no Group Companyis:

(a)

(b)

in violation of its memorandum or articles of association or other constitutionaldocuments;

in default in the performance or observance of any obligation, agreement, covenant orcondition contained in any contract, document of title, bond, indenture, mortgage, deedof trust, loan or credit agreement, note, lease, license or other agreement orinstrument to which the Company or any other Group Company is a party or by whichthe Company or any other Group Company may be bound, or to which any of theirproperties or assets is subject, which is material in the context of the business of theGroup taken as a whole; or

(c) in violation or has violated any applicable law, statute, rule, regulation, judgment,order, writ or decree of any government, government instrumentality, regulatoryauthority or court, domestic or foreign, having jurisdiction over any Group Company orany of its respective assets or properties, which is material in the context of thebusiness of the Group taken as a whole.

11 Contractual arrangements

11.1 Validity

To the best of the knowledge, information and belief of the Company, there is no invalidity, orground (including the implementation of the Placing) for termination, rescission, avoidance,repudiation or disclaimer, of any agreement, undertaking, instrument or arrangement to whicha Group Company is a party or by which a Group Company or any of its assets are bound andwhich is material in the context of the Group taken as a whole, or which materially andadversely affects or is likely to have a material and adverse effect on, the financial or tradingposition of that Group Company and no Group Company has received notice of any intentionto terminate, repudiate or disclaim any such agreement, undertaking, arrangement orobligation.

35

11.2 No default

No event has occurred or, to the best of the knowledge, information and belief of theCompany, is about to occur or has been alleged which constitutes or would constitute adefault, or which could result in the acceleration by reason of default, of an obligation underany agreement, undertaking, instrument or arrangement to which a Group Company is a partyor by which a Group Company or any of its assets is bound which would be material in thecontext of the Group taken as a whole, or which would materially and adversely affect or belikely to have a material adverse effect on the financial or trading position of that GroupCompany.

11.3 Arms' length agreements

No Group Company is a party to, or affected by, any agreement, undertaking, instrument orarrangement entered into other than by way of a bargain at arms' length, save those to whicheach party is a Group Company and guarantees given in respect of the liabilities or obligationsof a Group Company.

11.4 Agreements with interested persons

Save as Disclosed, no agreement, undertaking, instrument or arrangement (whether legallyenforceable or not) exists between any Group Company and a person (or a person connectedwith such a person) who owns, or has an interest in or rights in relation to, Ordinary Shareswith regard to the management of the business of a Group Company, the appointment orremoval of a director of a Group Company, the ownership of, or the transfer of ownership of,any assets which are material to the business of a Group Company, or the provision of anyfinance, goods, services or other facilities to or by a Group Company or any other matterconcerning a Group Company or its affairs.

11.5 Guarantees and indemnities

Save as Disclosed and otherwise in the ordinary course of the business of the Group, noGroup Company is liable under or has agreed to enter into any guarantee, indemnity or similarobligation in favour of any person other than another Group Company which, if called upon,could give rise to a liability which is material in the context of the Group taken as a whole.

12 Insolvency

12.1 No winding up

Except for any proceedings, meetings, resolutions or orders in connection with a winding-up ofa Group Company for the purposes of a solvent reorganisation or reconstruction which is notmaterial in the context of the Group taken as a whole, as far as the Company is aware, noorder has been made, petition presented, resolution passed or meeting convened for thewinding-up (or other process whereby the business is terminated and the assets of thecompany concerned are distributed amongst the creditors and/or shareholders or othercontributories) of any Group Company and save as aforesaid, as far as the Company is aware,there are no cases or proceedings under any applicable insolvency, reorganisation, or similarlaws in any jurisdiction concerning any Group Company and no events have occurred which,under applicable laws, would justify any such cases or proceedings.

12.2 No administration

So far as the Company is aware, no petition has been presented or other proceedings havebeen commenced for an administration order to be made (or any other order to be made bywhich during the period it is in force, the affairs, business and assets of the companyconcerned are managed by a person appointed for the purpose by a court, governmentalagency or similar body) in relation to any Group Company, nor has any such order been made.

36

12.3 No appointment of receiver

No receiver (including an administrative receiver), liquidator, trustee, administrator, custodianor similar official has been appointed in any jurisdiction in respect of the whole or any part ofthe business or assets of any Group Company and, so far as the Company is aware, no stephas been taken for or with a view to the appointment of such a person.

12.4 No insolvency

Save in relation to the Group's ordinary course banking facilities, no Group Company isinsolvent or unable to pay its debts as they fall due.

13 Litigation

131 No litigation

Save as Disclosed, no Group Company has any claims outstanding against it, or is engagedin, or has within the last 12 months immediately preceding the date of this Agreement beenengaged in, any litigation or arbitration or similar proceedings or in any governmental,regulatory or similar investigation or enquiry, which individually or collectively may have or,during the last 12 months prior to the date of this Agreement, has had a material effect on thefinancial or trading position or prospects of the Group taken as a whole, or which couldmaterially and adversely affect the Placing and/or Admission, and, so far as the Company isaware there is no such claim, litigation, proceeding, investigation or enquiry pending orthreatened and there are no circumstances known to the Company which are likely to give riseto any such claim, litigation, proceeding, investigation or enquiry, which the Directors consideris likely to have a material effect on the financial or trading position or prospects of the Grouptaken as a whole.

13.2 No investigations

No Group Company has received notice from any regulator of any current investigation,enquiry, disciplinary proceedings, prohibition, order, penalty or recent censure (an"investigation ") nor (and so far as the Company is aware) are there any circumstances whichare reasonably likely to give rise to an Investigation, except an Investigation as may arise in theordinary course of the regulation of the business of the Group and except where the Directorsconsider such an Investigation is unlikely to have a material effect on the financial or tradingposition or prospects of the Group taken as a whole.

14 Competition

14.1 Anti-competitive behaviour

No Group Company is, nor has been, a party to any agreement or arrangement nor has it beenengaged in any practice, which in whole or in part infringes, or is likely to be invalidated, by anyanti-trust, restrictive trade practice, fair trading laws or legislation in any jurisdiction in which theGroup carries on or intends to carry on business or where its activities may have an effectincluding Articles 81 or 82 of the EC Treaty or any subordinate regulations or directives, theFair Trading Act 1973, Chapters I or 11 of the Competition Act 1998, the Enterprise Act 2002 orany secondary legislation made under any of them and which is material in the context of thebusiness of the Group taken as a whole.

14.2 General

No Group Company has:

(a) given any assurances, undertakings or commitments to, or is subject to, any order ofor investigation by, or has received any request for information from;

(b) received, nor so far as the Company is aware, is it likely to receive any process, notice

37

or communication, formal or informal by or on behalf of;

(c) been or is a party to, or is or has been concerned in, any agreement or arrangement inrespect of which a request for guidance or an application for negative clearance and/orexemption has been made to,

the Office of Fair Trading, the Competition Commission, the Secretary of State, the EuropeanCommission or any other governmental or other authority, court, tribunal, department, board,body or agency of any country having jurisdiction in anti-trust or similar matters in relation toany business of the Group.

15 /insurance

Each Group Company has valid insurances in full force and effect, in respect of all its materialassets and business, against all the risks, and for such amounts, which are normally insuredagainst by other companies carrying on the same or similar businesses. The Companyconsiders that such insurances provide satisfactory cover against the risks of the businessesof the Group.

No Group Company has done or omitted to do or suffered anything to be done or not to bedone nor, so far as the Company is aware, is there any circumstance or event which hasoccurred which has rendered or is likely to render any policies of insurance effected void orvoidable.

There are no material insurance claims pending, threatened or outstanding against any GroupCompany and all premiums due in respect of all insurances have been duly paid in full.

16 Pension schemes

16.1 No material liabilities

Save as Disclosed, there are no material liabilities associated with, or arising from, any GroupCompany participating in, or contributing to, either currently or in the past, any retirementbenefits scheme or arrangement (occupational or personal) ( the "Pension Schemes'") whichare now underfunded, uninsured or not provided for in any material respect, and, in the opinionof the directors (as far as they are aware), no liability is likely to arise which will have a materialeffect on the business of the Group taken as a whole.

16.2 Con tributions

All material amounts currently due to the trustees of each of the Pension Schemes and to anyinsurance company in connection with any of the Pension Schemes have been paid.

16.3 No other arrangements

No Group Company has an obligation to contribute towards the pension arrangements of theDirectors or employees or former directors or employees of any Group Company, other thanas Disclosed.

17 Employment

17.1 Notice

Save for Richard Purkis, the company secretary to the Group, No Director or senior employeeof any Group Company is currently serving notice.

Save for the executive directors of the Company, who have a notice period of one year, thereare no service contracts between any Group Company and its directors or employees whichcannot be terminated by the relevant Group Company by six months' notice or less withoutgiving rise to a claim for damages or compensation (other than a statutory redundancy

38

payment).

17.2 No liabilities

Since the Accounts Date and save as Disclosed, no Group Company has incurred anymaterial liability for:

(a) breach of any service contract, contract for services or consultancy agreement (or anycompensation for any such breach);

(b) redundancy payments (including protective awards);

(c) breach of any statutory requirements;

(d) failure to comply with any order for the reinstatement or reengagement of anyemployee; or

(e) the actual or proposed termination or suspension of employment or variation of anyterms of employment,

in respect of any present or former employee of any Group Company.

17.3 Outstanding payments

Save as Disclosed, there are no material amounts owing or promised to any present or formerdirectors, employees, consultants or independent contractors of any Group Company otherthan remuneration accrued due or for reimbursement of business expenses.

18 The Directors

18.1 No other directors

No person is a shadow director of any Group Company.

18.2 Loans to Directors

Save as Disclosed, there is not now outstanding any loan made by any Group Company to, ordebt owing to any Group Company by, any of the Directors or any person connected with anyof them (within the meaning of section 1122 of the CTA or, as the case may be, section 993 ofthe ITA).

18.3 Transactions with Directors

Since the Accounts Date, no Group Company has been a party to any transaction which wouldrequire the approval of any Group Company's members as a result of the operation of sections190 to 214 of the Companies Act, or any other equivalent laws.

19 Intellectual Property

19.1 General

All material Intellectual Property used in relation to the business of the Group is either legallyand beneficially owned by a Group Company (the "Company Intellectual Property") or islawfully used under licence (the "Licensed Intellectual Property Agreements").

19.2 Ownership

The Company, or another Group Company, is the sole legal and beneficial owner (free fromEncumbrances) of the Company Intellectual Property and (where such Intellectual Property is

39

registered) is the sole registered proprietor thereof, or is otherwise entitled to use allIntellectual Property used in or in connection with the Group's business free from any licence,sub-licence or royalty obligations (save in respect of the Licensed Intellectual PropertyAgreements).

19.3 Validity

To the best of the knowledge, information and belief of the Company:

(a) all Company Intellectual Property, which is material to the business of the Group takenas a whole, is valid and enforceable;

(b) nothing has been done, omitted or permitted by any Group Company whereby any ofthe Company Intellectual Property, which is material to the business of the Grouptaken as a whole, has ceased or is likely to cease to be valid and enforceable and/orusable by such Group Company;

(c) none of the Company Intellectual Property, which is material to the business of theGroup taken as a whole, is being claimed against, applied for, opposed or attacked byany person;

(d) no Group Company, in carrying on its business , infringes the intellectual Property ofany other person; and

(e) no Group Company has made unauthorised use of confidential information disclosedto such Group Company in circumstances which is likely to entitle any person to makea claim against such Group Company.

19A Absence of claims

There are no proceedings, actions or claims for infringement of Intellectual Property againstany Group Company which are outstanding or which have been settled by the giving ofundertakings which remain in force and, so far as the Company is aware, no proceedings,actions or claims are pending or threatened.

19.5 Renewals and maintenance

All registration and renewal fees have been paid in relation to the Intellectual Property which isregistered or applied for in the name of a Group Company, which is material to the business ofthe Group.

19.6 Licensed Intellectual Property Agreements

To the best of the knowledge, information and belief of the Company:

(a) all of the Licensed Intellectual Property Agreements are valid and binding;

(b) no event has occurred or is about to occur which would entitle any other person toterminate any of the Licensed Intellectual Property Agreements;

(c) no Group Company is in breach of any of the provisions of any of the LicensedIntellectual Property Agreements where such breach would have a material adverseeffect on the business, assets or prospects of the Group taken as whole; and

(d) none of the Licensed Intellectual Property Agreements is now being or has beeninfringed or used without authorisation by any person, where such infringement or usewould have a material adverse effect on the business, assets or prospects of theGroup taken as a whole.

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20 lT Systems

20.1 Adequacy

The IT Systems are in satisfactory working order, are fit for the purpose for which they arebeing used and so far as the Company is aware, there are no material defects relating to suchIT Systems and in the opinion of the Company, such IT Systems have the capacity andcapabilities necessary to fulfil the present and reasonably foreseeable requirements of theGroup's businesses during the 12 month period following the date of this Agreement.

20.2 Absence of failures

There have been no material failures of any part of the IT Systems during the 12 monthspreceding the date of this Agreement and the data that the IT Systems process has not beencorrupted during the 12 months preceding the date of this Agreement and the relevant GroupCompanies have , in accordance with good industry practice , taken appropriate precautions topreserve the availability , security and integrity of the IT Systems and the data and informationstored on the IT Systems.

21 Data protection

21,1 Compliance with Data Protection Legislation

Each Group Company has complied in all material respects with all relevant requirements ofapplicable Data Protection Legislation and no notice alleging non-compliance with DataProtection Legislation or claiming compensation for unauthorised disclosure of data has beenreceived by any Group Company from a competent authority and which is material in thecontext of the Group taken as a whole.

21.2 Absence of claims

No individual has claimed, and so far as the Company is aware, no grounds exist for anindividual to claim, compensation from any Group Company for breaches of applicable DataProtection Legislation. Personal data relating to customers or other individuals has beencollected by or on behalf of the Group on terms that allow the data to be lawfully used byGroup Companies for their business.

22 Bribery and anti-corruption

22.1 Absence of bribery

No Group Company is, and so far as the Company are aware, no Group Company has, at anytime, engaged in any activity, practice or conduct which would be reasonably likely to constitutean offence under:

(a) the Bribery Act 2010; or

(b) any applicable law relating to anti-bribery or anti-corruption in any jurisdiction.

22.2 Company Associates

To the best of the knowledge, information and belief of the Company, no Company Associatehas bribed another person (within the meaning of section 7(3) of the Bribery Act 2010)intending to obtain or retain business or an advantage in the conduct of business for theCompany and/or any Group Company.

For the purposes of this paragraph 22, "Company Associate" means any person whoperforms services (within the meaning of section 8 of the Bribery Act 2010) for or on behalf ofthe Company and/or any Group Company and the meaning of "adequate procedures" shall bedetermined in accordance with section 7(2), and any guidance issued under section 9, of the

41

Bribery Act 2010.

22.3 Adequate procedures

Each Group Company has had in place at all times since 6 December 2011 adequateprocedures designed to prevent Company Associates from bribing another person (within themeaning of section 7(3) of the Bribery Act 2010) intending to obtain or retain business or anadvantage in the conduct of business for the Company and/or any Group Company.

23 US securities laws

23.1 Foreign issuer

The Company reasonably believes that there is no "substantial US market interest" (as definedin Regulation S) in the Ordinary Shares or any securities of the Company of the same class asthe Ordinary Shares and the Company is a "foreign issuer" (as such term is defined inRegulation S).

23.2 Genera! solicitation

No Group Company, or any person acting on its behalf, directly or indirectly, (which, for theavoidance of doubt, shall not include the Broker) has:

(a) made offers or sales of any security, or has solicited offers to buy, or otherwise hasnegotiated in respect of, any security, under circumstances that would require theregistration of the Placing Shares under the Securities Act; or

(b) engaged in any form of general solicitation or general advertising (within the meaningof Regulation D) in connection with any offer or sale of the Placing Shares in theUnited States.

213 Directed selling efforts

Neither the Company nor any of its affiliates (as defined in Rule 405 under the SecuritiesAct)(each a "Rule 405 Affiliate") nor any persons acting on its or their behalf (which, for theavoidance of doubt, shall not include the Broker) has engaged or will engage in any "directedselling efforts" (as defined in Regulation S) with respect to the Placing Shares.

23.4 FCPA

No Group Company nor, so far as the Company is aware , any director, officer, agent,employee or Rule 405 Affiliate of the relevant company is aware of or has taken any action,directly or indirectly , that would result in a violation by such persons of the US Foreign CorruptPractices Act of 1977, as amended , and the rules and regulations thereunder and the relevantcompany and the Group have instituted and maintain policies and procedures designed toensure continued compliance therewith.

23.5 Money laundering

The operations of Group are and have been conducted at all times in compliance withapplicable financial record-keeping and applicable reporting requirements of the US Currencyand Foreign Transactions Reporting Act of 1970, as amended , the money laundering statutesof all jurisdictions, the rules and regulations thereunder and any related or similar rules,regulations or guidelines, issued, administered or enforced by any governmental agency(together, the "Money Laundering taws") and no action, suit or proceeding by or before anycourt or governmental agency, authority or body or any arbitrator or non-governmentalauthority involving any Group Company with respect to the Money Laundering Laws is pendingor, so far as the Company is aware, threatened.

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24 Taxation

24.1 Compliance

Proper provision or reserve has been made in the Accounts in accordance with FRS for allTaxation liable to be assessed on each Group Company or for which it is or may becomeaccountable in respect of:

(a) profits, gains or income (as computed for Taxation purposes) accruing or arising ordeemed to accrue or arise on or before the Accounts Date;

(b) any transactions effected or deemed to be effected on or before the Accounts Date orprovided for in the Accounts.

24.2 Deferred Taxation

Proper provision or reserve has been made in the Accounts for deferred Taxation inaccordance with 1FRS.

24.3 Returns

All material information, returns, computations and notices of the Group for Taxation purposeshave been made for all purposes up to and including the date hereof within the requisite periodand on a proper basis and all such information, returns, computations and notices are up-to-date and correct and, so far as the Company is aware, are not, nor are likely to be, the subjectof any dispute between the Group, or claim against the Group, by HMRC or any other TaxationAuthority.

24.4 Payment

Save for any liability to Taxation incurred in the ordinary course of the business of the Groupsince the Accounts Date, each Group Company has paid all Taxation which it ought to havepaid and is not liable to any interest or penalties in connection therewith.

24.5 Residence

Save as Disclosed, each Group Company is and has at all times been resident for Taxationpurposes in its place of incorporation and is not and has not been treated as either resident orhaving a permanent establishment in any other jurisdiction for any Taxation purpose (includingany double tax arrangement).

24.6 Liability

As far as the Company is aware, no Group Company is or will become liable to pay, or makereimbursement or indemnify in respect of, any Taxation in consequence of the failure by anyother person (other than any other Group Company) to discharge that Taxation within anyspecified period or otherwise, where such Taxation relates to income, profits or gains, earned,accrued or received, or to any event or circumstance occurring or arising or deemed to occuror arise (whether wholly or partly) prior to Admission.

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Schedule 4

(Undertakings)

1. The Placing and Admission

At any time prior to Admission, the Company will duly perform all of its obligations inconnection with the Placing and Admission and arising pursuant to this Agreement, any of thePlacing Documents or otherwise and will not, without the prior written consent of the Broker(not to be unreasonably withheld or delayed), seek to modify, vary or supplement any of theterms and conditions of the Placing.

2. Required announcements

The Company undertakes to make all such announcements concerning the Application andthe Placing as shall be necessary to comply with the AIM Rules for Companies and/or anyother applicable regulatory or statutory requirement and/or any other provision of thisAgreement. If the Company fails (in the opinion of the Broker acting in good faith) to make anysuch announcement, the Broker may make such announcement on the Company's behalfinstead (but without any obligation for the Broker to do so).

3. General undertakings

The Company undertakes to procure (as far as it is able to do so) that for so long as theBroker is the nominated adviser and broker to the Company, that each Director (for so long ashe shall remain a director of the Company) complies (or procures compliance) with allstatements of intent and all obligations applicable to him and/or the Company contained orrepresented in the Press Announcement.

4. Undertakings prior to the date being 30 days after Admission

The Company undertakes to the Broker that it will not (and will use all reasonable endeavoursto procure that no Group Company will), without the prior written consent of the Broker (not tobe unreasonably withheld or delayed), before the date being 30 days after Admission:

(a) directly or indirectly, offer, issue, lend, sell or contract to sell, issue options in respectof or otherwise dispose of or announce an offer or issue of any Ordinary Shares (orany Interest therein or in respect thereof) or any other securities exchangeable for orconvertible into, or substantially similar to, Ordinary Shares or enter into anytransaction with the same economic effect as, or agree to do, any of the foregoing(whether or not legally or contractually obliged to do so), save in respect of:

(1) Placing Shares issued by the Company pursuant to the Placing;

(ii) Ordinary Shares issued in relation to, or in connection with, the Acquisitionand pursuant to the terms of the Scheme; and

(iii) the granting or exercise of options or other rights related to Ordinary Sharespursuant to the Company's share incentive schemes (save as Disclosed);

(b) circulate, distribute, publish, issue or make (nor authorise any other person tocirculate, distribute, publish, issue or make) any press or public announcement oradvertisement, statement or communication, either individually or jointly with any otherperson, in relation to the Company, the Group, the Proposals or otherwise relating tothe condition (financial, legal, operational or otherwise), earnings, business,management, properties, assets, rights, operations or prospects of the Company orthe Group (except for routine communications in the ordinary course of business),whether in response to enquiries or otherwise, unless, after notification to the Broker,such announcement, advertisement, statement or communication is required by and is

44

issued in accordance with applicable law or regulation; or

(c) enter into any commitment or agreement or arrangement or knowingly do or permit tobe done any other act or thing which is material in the context of the business of theGroup or the Proposals and would require the Company to make an announcementthrough a Regulatory Information Service.

5. Undertakings relating to the Acquisition

5.1 Undertakings

The Acquisition shall be made on the terms and subject to the conditions set out or referred toin the Press Announcement and subsequently in the Scheme Document. The Companyundertakes to the Broker that it will:

(a) promptly and in good time, keep the Broker informed as to the status of, and progresswith respect to, the Scheme and, in particular, will promptly give to the Broker suchinformation known to it concerning the Scheme or otherwise relevant to the Schemeas the Broker may reasonably request from time to time;

(b) comply, in all respects (if any) relevant in the context of the Scheme, with the CityCode (subject to any waivers granted by the Takeover Panel), the FSMA, the FinancialServices Act 2012, the AIM Rules for Companies, the Regulations, the CompaniesLaw, the Companies Act, the rules and requirements of Euroclear in relation toCREST and all other applicable statutes, laws and regulations;

(c) not without the prior written consent of the Broker:

(I)

(ii) waive, or request Noble to waive, any condition of the Scheme, in whole or inpart, unless required to do so by the Takeover Panel or where such conditionis a "negative" condition not capable of satisfaction by any action on the part ofthe Company or any member of the Group or the Noble Group and suchcondition has not been breached or where the Takeover Panel does notpermit the Company to rely on such "negative" condition to terminate orwithdraw the Scheme;

(Iii) request or procure that Noble revises, modifies or varies the terms of theScheme; or

request or procure that Noble makes any alteration to the terms and/orconditions of the Scheme or take or permit to be taken any step as a result ofwhich such terms and/or conditions are, or may be required to be, altered;

(iv) seek to implement the Acquisition by way of a Takeover Offer;

(d) notify the Broker in writing promptly upon it becoming aware of any circumstance orevent which is or could reasonably be construed as being covered by a condition ofthe Scheme which, if not waived, would entitle Noble, with the consent of the TakeoverPanel if needed, to withdraw the Scheme and it shall, if so required by the Broker,promptly procure that Noble (so far as it is reasonably able to do so) make suchrepresentations to the Takeover Panel as the Broker may reasonably deem necessaryto obtain such consent;

(e) not, without the prior written consent of the Broker, purchase any shares in Noble ortake any other step, if to do so would mean that the Company becomes obliged tomake a mandatory offer under Rule 9 of the City Code;

(f) not, without the prior written consent of the Broker , purchase any shares in Nobleabove the offer price (as defined for the purposes of Rule 6.2 of the City Code) or takeany other action that may result in an obligation to increase the offer price (as so

45

defined);

(g) not, and will procure that other members of its Group will not, during the Certain FundsPeriod, enter into any agreement, commitment or arrangement which is materiallyadverse in the context of the business or affairs of the Group as a whole or whichcould materially and adversely affect the Acquisition or the Placing; and

(h) use the net proceeds of the Placing to the extent required to satisfy the cashconsideration payable pursuant to, and the fees and expenses of, the Scheme, and asotherwise set out in the Placing Documents.

5.2 Interpretation

In the event that the Company, with the consent of the Takeover Panel and the Broker, electsto implement the Acquisition by way of a Takeover Offer references to the Scheme in thisAgreement shall, where the context requires, be read as references to the Takeover Offer (orboth the Takeover Offer and the Scheme, as appropriate). Without prejudice to the generalityof the foregoing and, for the avoidance of doubt, references in this Agreement to:

(a) forms of proxy shall be read and construed as references to forms of acceptance;

(b) the Scheme becoming effective shall be read and construed as references to the Offerbecoming unconditional in all respects; and

(c) the Scheme Document shall be read and construed as references to the offerdocument.

46

Signed by

i^r an an t;a3rats a^ .^. ..:_»^!

The Stanley Gibbons Group ptc ^

Signed byti

fut aril an be^la l cf ^Peet Hunt LLP

^

47

Signed by

for and on behalf ofThe Stanley Gibbons Group plc

(Director)

Signed by ^A-4

for and on behalf of )Peel Hunt LLP )

47

ANNEX-Subsidiaries of the Company

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`;;ianle Gibl)mis Ltd Stanley Gibbons Auctions Stanley Gibbons Publications Stanley Gibbons Museum Stanley Gibbons International I Plastic Wax RecordsUK Ltd UK Dormant Ltd UK Dormant Arts Ltd UK Dormant Ltd UK Dormant Ltd UK Dormant

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IStanley Gibbons Rare Stamp Investment Co

Ltd Bermuda Dormant

Chas Nissen & Stanley Gibbons Collector Cafe Ltd Communitic.cotm LtdCompany UK Dormant Currency Ltd UK Dormant UK Dormant UK Dormant

NB Companies in black are non-trading

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