DATED13JANUARY2014 (1) BRAUNSTONE PROPERTIES LIMITED (2) TILDA RICE LIMITED (3) SALCOTT ASSOCIATES LIMITED AND (4) HAIN FROZEN FOODS UK LIMITED AND (5) THE HAIN CELESTIAL GROUP, INC.

BRAUNSTONE PROPERTIES LIMITED a company registered in England and Wales under number 00450836 whose registered office is at Coldharbour Lane, Rainham, Essex, RM13 9YQ (“BPL”);

TILDA RICE LIMITED a company registered in England and Wales under number 03444811 whose registered office is at Coldharbour Lane, Rainham, Essex, RM13 9YQ (“TRL”);

SALCOTT ASSOCIATES LIMITED a company registered in the Isle of Man whose registered office is at International House, Castle Hill, Victoria Road, Douglas, Isle of Man, IM2 4RB (“Salcott”);

HAIN FROZEN FOODS UK LIMITED, a company registered in England and Wales (registered no. 05830980), whose registered office is at Masters House, 107 Hammersmith Road, London, W14 0QH (the “Buyer”); and

THE HAIN CELESTIAL GROUP, INC. incorporated and registered in Delaware, USA, with company file number ###-###-#### whose principal office is at 1111 Marcus Avenue, Lake Success, New York 11042, USA (the “Guarantor”).

The Tilda Reporting Group (“Tilda Reporting Group”) has the meaning given to such term on page 10 of the Information Memorandum distributed by Tilda dated September 2013.

As at the date of this Agreement, (i) BPL and TRL own the Tilda Shares (as defined below) and (ii) Salcott owns the Brand Shares (as defined below).

The Sellers wish to sell and transfer the Shares (as defined below), and the Buyer wishes to purchase the Shares (other than the Brand Shares) from BPL and TRL on the terms of this Agreement and the Guarantor wishes to purchase the Brand Shares from Salcott on the terms of this Agreement.

In addition, the Guarantor has agreed to guarantee the Buyer’s obligations under this Agreement and the other Transaction Documents (as defined below).

In this Agreement, unless the context otherwise requires, the following terms shall have the following meanings:

In this Agreement, unless the context otherwise requires:

references to a party mean a party to this Agreement and shall include its permitted assignees (if any) and/or the successors in title to that part of its undertaking which includes this Agreement;

references to a person shall include any natural person, individual, company, unincorporated association, firm, partnership, trust, government, state or agency of a state, and any undertaking (in each case, whether or not having separate legal personality and irrespective of the jurisdiction in or under the laws of which it was incorporated or exists);

references to a company shall include any company, corporation or any body corporate (in each case, irrespective of the jurisdiction in or under the laws of which it was incorporated or exists);

references to one gender shall include all genders and references to the singular shall include the plural and vice versa;

a person shall be deemed to be connected with another if that person is connected with such other within the meaning of section 1122 of CTA 2010;

the words subsidiary, holding company, subsidiary undertaking, parent undertaking, undertaking and group shall have the same meaning in this Agreement as in the Companies Act;

references to a statute or statutory provision shall include:

that statute or provision as from time to time amended, modified, re-enacted or consolidated whether before or after the date of this Agreement;

any past statute or statutory provision as from time to time amended, modified, re-enacted or consolidated which that statute or provision has directly or indirectly replaced; and

any subordinate legislation made from time to time under that statute or statutory provision;

references to any English legal term (including any statute, regulation, by-law or other requirement of English law) shall, in respect of any jurisdiction other than England, be construed as references to the term or concept which most nearly corresponds to it in that jurisdiction;

references to any time of day or date shall be construed as references to the time or date prevailing in London, England;

references to this Agreement shall include the Schedules (and the Schedules form part of the operative provisions of this Agreement and shall have the same force and effect as if expressly set out in the body of this Agreement);

references to clauses, Schedules, paragraphs or Parts are (unless otherwise stated) to clauses of and schedules to this Agreement and to paragraphs and parts of the Schedules;

a reference to fairly disclosed means disclosed with sufficient detail and prominence to allow a reasonable purchaser to identify the nature, scope and extent of the matter disclosed;

the index to and the headings in this Agreement are for convenience only and shall not affect its meaning;

references to documents in the agreed form are documents in the form agreed by the parties and initialled by or on behalf of them for identification;

references to writing or written includes faxes but not e-mail;

references to a document are to that document as varied or novated (in each case, other than in breach of the provisions of this Agreement) at any time; and

any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words introduced by those terms.

At and with effect from Completion,

each of BPL and TRL shall sell and the Buyer shall purchase, the Tilda Shares; and

Salcott shall sell, and the Guarantor shall purchase, the Brand Shares,

BPL and TRL shall procure that the Buyer acquires good title to the Shares (other than the Brand Shares); and

Salcott shall procure that the Guarantor acquires good title to the Brand Shares,

The Buyer shall purchase the Shares (other than the Brand Shares) and the Guarantor shall purchase the Brand Shares with effect from and including the Completion Date to the intent that as from that date all rights, benefits and advantages accruing to the Shares (other than the Brand Shares) shall belong to the Buyer, and all rights, benefits and advantages accruing to the Brand Shares shall belong to the Guarantor, in each case including any dividends or distributions declared, made or paid on or after the Locked Box Accounts Date (other than the Pre-Sale Dividend).

Each of the Sellers waives any right of pre-emption or other restriction on transfer in respect of the Shares or any of them conferred on any of the Sellers under the articles of association of any of the Target Companies (or any other agreement, arrangement or understanding, including any shareholders agreement) or otherwise and shall procure the irrevocable waiver of any such right or restriction conferred on any other person who is not a party to this agreement.

The Buyer and the Guarantor shall not be obliged to complete the purchase of any of the Shares unless the purchase of all the Shares is completed simultaneously in accordance with this Agreement, but completion of the purchase of some of the Shares shall not affect the rights of the Buyer or the Guarantor with respect to its rights to the other Shares.

The consideration for the sale and purchase of:

the Tilda Shares shall be the sum of £171,372,483; and

the Brand Shares shall be the sum of £13,000,000,

If any payment is made by the Sellers to the Buyer in respect of any Leakage Claim, Claim or Tax Claim, the payment shall be made by way of adjustment of the consideration paid by the Buyer for the Shares under this Agreement and the consideration shall be deemed to have been reduced by the amount of such payment.

Payment by the Buyer to the Sellers’ Solicitors of the Cash Consideration at Completion shall constitute a full discharge of the Buyer’s and the Guarantor’s obligations to pay the Cash Consideration at Completion. The Buyer shall not be required to (or otherwise be deemed in any way to be required to) concern itself with the allocation of any part of the Consideration between the Sellers.

The Consideration Shares shall constitute common stock of the Guarantor and shall rank pari passu with the existing common stock issued in the capital of the Guarantor.

The Guarantor covenants with respect to the Consideration Shares for the benefit of BPL for itself and on behalf of Salcott and Cailey:

before commencement of trading on the first Business Day following Completion, the Guarantor will file a prospectus supplement (together with any amendments or supplements thereto, the “Prospectus Supplement”) to the Registration Statement with the SEC, which permits the sale of the Consideration Shares pursuant to the Registration Statement;

the Guarantor will use its commercially reasonable efforts to cause the Registration Statement to remain effective and available for resale of the Consideration Shares and to file with the SEC such amendments and supplements as may be necessary to keep the prospectus included in the Registration Statement (including the Prospectus Supplement) (the “Prospectus”) current and in compliance with the Securities Act and the rules and regulations of the SEC promulgated thereunder, including filing any post-effective amendments or prospectus supplements thereto, until the expiration of the twenty-four (24) month period following the Completion Date provided that BPL, upon receipt from the Guarantor of notice that an event has occurred which requires a post-effective amendment to the Registration Statement, a supplement to the Prospectus or a supplemental filing with the SEC to be incorporated by reference therein, shall promptly discontinue and procure that Salcott and Cailey discontinue the sales of any Consideration Shares until the Guarantor prepares and files such amendment and supplement and provides BPL with notice of such filing, which the Guarantor shall do promptly after such notice of discontinuance;

the Guarantor will furnish to BPL a conformed copy of the Registration Statement and each post-effective amendment thereto, and such number of copies of the final Prospectus and each post-effective amendment, supplement or Prospectus Supplement thereto relating to the Consideration Shares (collectively, the “Disclosure Package”) as BPL may reasonably request. BPL agrees that it has not and will not offer or sell any Consideration Shares by means of, or using, any “prospectus” (within the meaning of the Securities Act) other than the Disclosure Package, and that it has not prepared, used or referred to, and will not prepare, use or refer to, any “free writing prospectus” (as defined in Rule 405 under the Securities Act) in connection with any offer or sale of any Consideration Shares;

the Buyer will permit BPL, Salcott and/or Cailey and their respective legal counsel to review and comment on any amendments or supplements to the Prospectus (other than the Prospectus Supplement), at least three (3) Business Days prior to its filing with the SEC and shall not file any such documents in a form to which the Sellers’ Representative commercially reasonably objects;

the Guarantor will cooperate with BPL, Salcott and Cailey in connection with the registration or qualification of the Consideration Shares for offering and sale by each of BPL, Salcott and Cailey under the securities or “Blue Sky” laws and regulations of such states of the United States as the Sellers’ Representative may reasonably request, including the filing of any necessary registration statements or applications in any such state; provided that the Guarantor shall not be required to do so in states which would require of the Guarantor a general consent to the jurisdiction of such state (except that the foregoing provisions shall not apply in states in which the Buyer has already consented or qualified and the Guarantor shall inform the Sellers’ Representative of the identity of such states); and

the Guarantor will cause all Consideration Shares to be qualified for quotation on the NASDAQ and qualified for listing on each securities exchange on which securities of the same class of the Guarantor are then listed; and

the Guarantor shall pay all expenses incurred by it in connection with any registrations or qualifications of the Consideration Shares pursuant to this clause 3.6, including all registration and filing fees, all fees and expenses for qualifying the Consideration Shares

BPL covenants and agrees (for itself and on behalf of Salcott and Cailey) with the Guarantor that they:

will cooperate with the Guarantor in connection with the preparation of the Prospectus Supplement prior to and after the Completion Date for so long as the Guarantor is obligated to keep the Registration Statement effective, and will provide to the Guarantor, in writing, for use in the Prospectus Supplement, all information reasonably requested by the Guarantor regarding BPL or any person connected with BPL and its plan of distribution and such other information as may be reasonably necessary to enable the Guarantor to prepare the Prospectus Supplement and to maintain the currency and effectiveness thereof. If BPL breaches its covenants under this clause 3.6, the Guarantor may exclude the Consideration Shares held by any of BPL, Salcott and/or Cailey from the Registration Statement until such time as the breach is cured; and

will not offer or sell any Consideration Shares:

while in possession of any material non-public information concerning the Guarantor and its subsidiaries; or

for so long as any person connected with BPL is an employee of the Guarantor (and for 90 days after termination of or resignation from such employment) in violation of the Buyer’s then current insider trading policy.

The Guarantor agrees that, so far as it is legally able, BPL, Salcott and/or Cailey, in respect of their holdings of Consideration Shares from time to time, will be provided with access to information in a way which is not materially less favourable than the way other shareholders who have a similar level of shareholding are provided with access to information.

The Guarantor covenants and agrees that it shall continue, for so long as the Guarantor is obligated to keep the Registration Statement effective, to file or furnish with the SEC in a timely manner all documents that the Buyer is required to file or furnish under the United States Securities Exchange Act of 1934, as amended.

The Guarantor shall (i) indemnify and hold harmless, to the fullest extent permitted by law, BPL, Salcott, Cailey and their respective officers, directors, managers, members, partners, stockholders and affiliates, each underwriter, broker or any other person acting on behalf of BPL, Salcott and/or Cailey (as the case may be) and each other person, if any, who controls any of the foregoing persons within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (each a “Seller Indemnitee”), against all losses, claims, damages, liabilities and expenses (or actions in respect thereof), joint or several, to which any of the foregoing persons may become subject under the Securities Act or applicable law in connection with the registration, qualification, or offer or sale of the Consideration Shares, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) arise out of or are based upon (a) any untrue or alleged untrue statement of a material fact contained in the Registration Statement, including the Prospectus, the Prospectus Supplement, any related free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) or any amendment thereof or supplement thereto, or (b) any omission or alleged omission to state in the Registration Statement, including the Prospectus, the Prospectus Supplement, any related free writing prospectus or any amendment thereof or supplement thereto, a material fact required to be stated therein or necessary to make the statements therein not misleading, or (c) any other violation or alleged violation by the Guarantor of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Guarantor and relating to any action or inaction required of the Guarantor in connection with the registration, qualification or offer or sale of the Consideration Shares; and (ii) reimburse each Seller Indemnitee for any legal or other expenses reasonably incurred by any of them in connection with

BPL for itself and on behalf of each of Cailey and Salcott, and Salcott for itself, shall indemnify and hold harmless, to the fullest extent permitted by law, the Guarantor, each director of the Guarantor, each officer of the Guarantor who shall sign such Registration Statement or otherwise assists the Guarantor in connection with the registration, qualification or compliance of the Consideration Shares, each underwriter, broker or other person acting on behalf of the Guarantor in connection with the registration, qualification or compliance of the Consideration Shares and each person who controls any of the foregoing persons within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each a “Guarantor Indemnitee”) against any losses, claims, damages, liabilities or expenses (or actions in respect thereof) (joint or several) to which they may become subject under the Securities Act or applicable law in connection with any registration, qualification or offer or sale of the Consideration Shares insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) arise out of or are based upon any statement, omission or violation to the extent that such statement, omission or violation occurs in reliance upon and in conformity with written information furnished by such person expressly for use by the Guarantor in connection with the registration of the Consideration Shares, and BPL will reimburse (or will procure that Cailey and/or Salcott reimburse) each Guarantor Indemnitee for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that BPL’s and Salcott’s indemnification obligations contained in this clause 3.10 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of BPL (which consent shall not be unreasonably withheld, conditioned or delayed); and provided further, however, that neither BPL, Salcott nor Cailey shall be required to indemnify the Guarantor or any other Guarantor Indemnitee with respect to any amount in excess of the amount of the total net proceeds received by BPL, Salcott and/or Cailey (as the case may be) from sales of the Consideration Shares under such Registration Statement.

Promptly after receipt by an indemnified party under either clause 3.9 or clause 3.10 of notice of the commencement of any action (including governmental action) involving a claim referred to in this clause 3.11, such indemnified party shall, if a claim in respect thereof is made against an indemnifying party under either clause 3.9 or clause 3.10, give written notice to the indemnifying party of the commencement of such action.

The failure of any indemnified party to notify an indemnifying party of any such action shall not (unless such failure shall have a material adverse effect on the indemnifying party or such failure shall otherwise cause the indemnifying party to be materially prejudiced as a result thereof) relieve the indemnifying party from any liability in respect of such action that it may have to such indemnified party hereunder.

In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate in and to assume the defence of the claims in any such action that are subject or potentially subject to indemnification hereunder, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after written notice from the indemnifying party to such indemnified party of its election so to assume the defence thereof, the indemnifying party shall not be responsible for any legal or other expenses subsequently incurred by the indemnified party in connection with the defence thereof; provided, that if:

any indemnified party shall have reasonably concluded that there may be one or more legal or equitable defences available to such indemnified party which are additional to or conflict with those available to the indemnifying party, or that such claim or litigation involves or

such action seeks an injunction or equitable relief against any indemnified party or involves actual or alleged criminal activity,

If the indemnifying party is not entitled to, or elects not to, assume the defence of a claim, it shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. In such instance, the conflicting indemnified parties shall have a right to retain one separate counsel, chosen by the holders of a majority of the Consideration Shares included in the registration, at the expense of the indemnifying party.

If the indemnification provided for hereunder is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, claim, damage, liability or expense (or action in respect thereof) referred to herein, then the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amounts paid or payable by such indemnified party as a result of such loss, claim, damage, liability or expense (or action in respect thereof) in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the statements or omissions which resulted in such loss, claim, damage, liability or expense (or action in respect thereof) as well as any other relevant equitable considerations; provided, that the maximum amount of such contribution shall be limited, in the case of BPL, Salcott and/or Cailey (as the case may be), to an amount equal to the net proceeds (after underwriting fees, commissions or discounts) actually received by such Seller from the sale of Consideration Shares effected pursuant to such Registration Statement. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or to the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

Notwithstanding anything contained in this Agreement to the contrary or in any other Transaction Document, the provisions of clauses 3.5 to 3.12 shall govern indemnification with respect to the post-completion registration of the Consideration Shares governed by such clauses.

Each of BPL, Salcott and Cailey is either (i) an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the United States Securities Act of 1933, as amended (Securities Act), or (ii) (a) has such knowledge and experience in financial and business matters that such person is capable of evaluating the merits and risks of the prospective investment in the Consideration Shares, or (b) has been represented throughout the Transaction by one or more Purchaser Representatives (as defined in Rule 501 of the Securities Act (Rule 501)), each of whom has met the requirements set forth in Rule 501.

Each of BPL, Salcott and Cailey (as the case may be) is acquiring the Consideration Shares solely for such person’s own account (not as a nominee or agent) and, except pursuant to registration rights being provided to BPL (for itself and on behalf of Salcott and Cailey) in this agreement, each of BPL, Salcott

BPL (for itself and on behalf of Salcott and Cailey) acknowledges and understands that the Consideration Shares have not been registered under the Securities Act or any other securities laws by reason of a specific exemption thereunder, and that subject to the registration rights granted pursuant to this Agreement, any stock certificates evidencing the Consideration Shares will be imprinted with legends restricting their transfer other than in compliance with the Securities Act and other applicable securities laws. BPL (for itself and on behalf of each of Salcott and Cailey) acknowledges that the Consideration Shares must be held unless subsequently registered under the Securities Act or the Guarantor receives an opinion of counsel satisfactory to the Guarantor that such registration is not required.

If and to the extent that the Actual Normalised 2013 EBITDA is less than £24,000,000 the Sellers shall pay to the Buyer an amount equal to the amount of such shortfall multiplied by 9.17 (the “Normalised EBITDA Adjustment”).

The amount of the Actual Normalised 2013 EBITDA and the corresponding amount of the Normalised EBITDA Adjustment shall be determined after Completion in accordance with the provisions of Schedule 7 and the Sellers shall pay to the Buyer the amount of the Normalised EBITDA Adjustment (if any) within three (3) Business Days of the date of such determination to such bank account as the Buyer shall specify in writing to the Sellers’ Representative.

If and to the extent that:

the Actual Cash Profits are less than the Estimated Cash Profits, the Sellers shall pay to the Buyer an amount equal to the difference; or

the Actual Cash Profits are greater than the Estimated Cash Profits, the Buyer shall pay to the Sellers an amount equal to the difference,

The amount of the Actual Cash Profits shall be determined after Completion in accordance with the provisions of Schedule 7 and the Sellers shall pay to the Buyer or the Buyer shall pay to the Sellers (as the case may be) the amount of the Cash Profits Adjustment within 3 Business Days of the date of such determination to such bank account as the Buyer or the Sellers’ Representative (as the case may be) shall specify in writing to the other.

Completion shall take place at the offices of the Sellers’ Solicitors immediately following execution of this Agreement.

At Completion the Sellers, the Buyer and the Guarantor shall comply with their respective obligations set out in Schedule 2.

If any of the Sellers (on the one hand) and the Buyer or the Guarantor (on the other hand) fails to comply with any obligation in clause 4.2 or Schedule 2, the Buyer and the Guarantor (in the case of a default

terminate this Agreement (other than clauses 1, 11, 12, 14 and 20 to 28 (inclusive)), save that the rights and liabilities of the parties which have accrued prior to termination shall continue to subsist, without liability on its part; or

defer Completion to any subsequent Business Day falling not more than 20 Business Days after the date on which Completion should have taken place in accordance with clause 4.1 but for the default in question, in which case the provisions of Schedule 2 shall apply as so deferred but provided such deferral may only occur once; or

proceed to Completion so far as practicable having regard to the defaults that have occurred and without prejudice to its rights under this Agreement or otherwise.

The Sellers shall, so far as they are reasonably able, procure the delivery within three Business Days following Completion of each of the Payment Waiver Letters, duly executed. Subject always to the receipt by the Buyer of the duly executed Payment Waiver Letters, the Buyer shall procure that Tilda will pay in the first payroll immediately following Completion, to each of the persons whose names are set out in the schedule in the agreed form the amount set out against each such person’s name in column 2 of that schedule.

BPL warrants to the Buyer in the terms of the Warranties other than the Warranties in Part 2 of Schedule 3. BPL warrants to the Guarantor in terms of the Warranties in Part 2 of Schedule 3.

Each Warranty is given subject only to the matters fairly disclosed in or by means of the Disclosure Letter and the information fairly disclosed in the Data Room.

Each of the Warranties shall be construed as separate and independent, and (unless expressly provided to the contrary) shall not be limited by the terms of any of the other Warranties or by any other term of this Agreement.

Each of the Warranties applies (where the context so permits) in relation to each of the Subsidiaries as it applies to Tilda.

Any statement in the Warranties qualified by the expression to the best of BPL’s knowledge or so far as BPL is aware or any similar expression shall be deemed to include an additional statement that it has been made after due and careful enquiry of Shilen Thakrar and additionally:

in the case of Warranties relating to the Tilda Group, Robert Bailie, Umesh Parmar, Lesley Woodward and Rohit Samani; and

in the case of Warranties relating to Tilda International DMCC, Sunil Bhanji.

The Warranties shall continue in full force and effect notwithstanding Completion.

The only warranties given by BPL in respect of or relating to:

Tilda are contained in Part 1 of Schedule 3;

Brand are contained in paragraphs 2 and 13 of Part 1 of Schedule 3 and Part 2 of Schedule 3; and

Taxation are contained in paragraphs 2 and 13 of Part 1 of Schedule 3,

In addition to the limitations set out in this clause 5, the liability of the Sellers shall be limited in the circumstances and to the extent set out in Schedule 4.

Each of the Sellers undertakes to the Buyer (in respect of the Tilda Group) and the Guarantor (in respect of Brand) that neither it nor any person connected with it or any member of the Sellers’ Group shall make any claim against any Target Company or any of its officers or employees; enforce any right which it may have; or raise any defence to any claim for breach of this Agreement in respect of any misrepresentation, inaccuracy or omission (other than one made fraudulently) in or from any information or advice provided by any Target Company or any of its officers or employees for the purpose of assisting BPL or the Sellers to give any Warranty, enter into this Agreement and/or prepare the Disclosure Letter.

Except as fairly disclosed, no information of which the Buyer, its agents or its advisers has knowledge (whether actual, constructive or imputed) or which could have been discovered (whether by investigation made by the Buyer or on its behalf), shall prejudice or prevent any Claim or reduce the amount recoverable under any Claim.

The Buyer and the Guarantor each warrant that:

it is entering into this Agreement and the other Transaction Documents on its own behalf and not on behalf of any other person(s) and it has full power and authority and has obtained all corporate authorisations and all other applicable governmental, statutory, regulatory and other consents, approvals, licences, waivers and exemptions required to enter into and perform the obligations expressed to be assumed by it under this Agreement and each other Transaction Document;

the obligations expressed to be assumed by it under this Agreement and the other Transaction Documents are (or, when the relevant document is executed, will be) legal, valid, binding and enforceable against it in accordance with their terms;

the execution, delivery and performance by it of this Agreement and each other Transaction Document will not:

result in a breach of, or constitute a default under, any agreement or arrangement to which it is a party or by which it is bound or under its constitutional documents; or

result in a breach of any law or order, judgement or decree of any court, governmental agency or regulatory body to which it is a party or by which it is bound;

the Buyer is not aware (which, for these purposes, means the actual knowledge of Irwin Simon, Ira Lamel, Stephen Smith and Denise Faltischek) of any actual breach of Warranty in respect of which a Claim is being formulated;

no order has been made, petition presented or resolution passed for its winding up or for the appointment of a provisional liquidator of it;

it has not been and is not in administration (as defined in schedule B1 of the Insolvency Act 1986) and no step (including the service of any notice or the filing of any document(s)) has been taken under schedule B1 of the Insolvency Act 1986 by any person to place it in administration;

no receiver, receiver and manager or administrative receiver has been appointed of the whole or part of its business or assets;

no voluntary arrangement under section 1 of the Insolvency Act 1986 has been proposed or approved in respect of it. No compromise or arrangement under section 895 of the Companies Act has been proposed, agreed to or sanctioned in respect of it. It has not entered into any compromise or arrangement with its creditors or any class of its creditors generally;

it is not unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (but for this purpose ignoring the reference to “if it is proved to the satisfaction of the court that” in section 123(1)(e) and 123(2));

it has not stopped paying its debts as they fall due, save for debts disputed in good faith;

no distress, execution or other process relating to insolvency has been levied on any of its assets;

no action is being taken by the Registrar of Companies to strike it off the register under sections 1000 to 1002 of the Companies Act;

the creation, issue and allotment of the Consideration Shares in the manner proposed by this Agreement will comply with the Guarantor's certificate of incorporation, by-laws, relevant corporate statutes and all other statutes and regulations applicable to the issue of new securities by a company having its shares quoted on NASDAQ or registered with the SEC under section 12 of the Securities Exchange Act of 1934, as amended (Exchange Act) and the Guarantor has obtained all authorisations and consents which are required in relation to such creation, issue and allotment;

the Consideration Shares will be the existing common stock of the Guarantor and will have equal rights of seniority, voting, distributions (including to any distributions of dividends to shareholders of record after the Completion), and otherwise with all other common shares of the Guarantor, and there are no outstanding share classes in the Guarantor other than common shares;

as of the date hereof, the Guarantor has available and reserved shares of the Guarantor’s common stock sufficient for issuance of the Consideration Shares pursuant to this Agreement. The Consideration Shares, when so issued pursuant to this Agreement, will be duly authorised and validly issued, fully paid, non-assessable, free of pre-emptive rights and free and clear of all Encumbrances;

no stop order, restraining order, injunction or denial of an application for approval has been issued, and no proceedings, litigations or investigations have been initiated or threatened, by or before the SEC or any other governmental agency (including any court) with respect to this Agreement or the other Transaction Documents and the transactions contemplated hereby and thereby;

the Guarantor has filed all reports required to be filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended, since January 1, 2012 (collectively, the “Guarantor SEC Reports”), and has previously furnished or made available (through EDGAR) to the Sellers true and complete copies of all Guarantor SEC Reports. None of the Guarantor SEC Reports contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading (in each case as at the date thereof); and

the common stock is listed on the NASDAQ Global Select Market (the “Principal Market”). The Guarantor is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the Principal Market. The Guarantor has not, in the preceding twelve (12) months, received notice from the Principal Market to the effect that Guarantor is not in compliance with the listing or maintenance requirements of the Principal Market. As at the date of this Agreement, neither the Guarantor nor Denise  M. Faltischek is actually aware of any circumstances which will give rise to material non-compliance with any such listing and/or maintenance requirements.

The Sellers each warrant (severally and not jointly and severally) to the Buyer and the Guarantor that:-

no order has been made, petition presented or resolution passed for its winding up or for the appointment of a provisional liquidator of it;

it has not been and is not in administration (as defined in schedule B1 of the Insolvency Act 1986) and no step (including the service of any notice or the filing of any document(s)) has been taken under schedule B1 of the Insolvency Act 1986 by any person to place it in administration;

no receiver, receiver and manager or administrative receiver has been appointed of the whole or part of its business or assets;

no voluntary arrangement under section 1 of the Insolvency Act 1986 has been proposed or approved in respect of it. No compromise or arrangement under section 895 of the Companies Act has been proposed, agreed to or sanctioned in respect of it. It has not entered into any compromise or arrangement with its creditors or any class of its creditors generally;

it is not unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (but for this purpose ignoring the reference to “if it is proved to the satisfaction of the court that” in section 123(1)(e) and 123(2))”;

it has not stopped paying its debts as they fall due;

no distress, execution or other process relating to insolvency has been levied on any of its assets;

no action is being taken by the Registrar of Companies to strike it off the register under sections 1000 to 1002 of the Companies Act.

In this clause 7:

Each Seller hereby severally undertakes with the Buyer and each Target Company (and each member of the Target Group shall have the benefit of and be entitled to enforce rights under this clause) that it will not and shall procure that each member of the Sellers’ Group and Tilda Riceland shall not, either directly or indirectly, solely or jointly with any other person (either on its own account or as the agent of any other person) and in any capacity whatsoever:

for a period of two years from the Completion Date carry on or be engaged in or be concerned or interested in any business which manufactures, sells or distributes rice products of any description in the United Kingdom, MENA, North America, Europe, India, South Africa, New Zealand, Singapore and/or Australia;

for a period of two years from the Completion Date induce, solicit or endeavour to entice to leave the service or employment of the Tilda Reporting Group, or otherwise engage or employ any person who during the period of 12 months prior to the Completion Date was a Senior Employee of any company within the Tilda Reporting Group (other than Shilen

at any time entice or endeavour to entice any person to breach his contract for services with any company within the Tilda Reporting Group;

at any time use any trade or domain name (including the Restricted Words) used by the Tilda Reporting Group at any time during the 12 months immediately preceding the date of this Agreement; or

at any time:

do or say anything with the deliberate intention of leading any material customer or supplier of the Tilda Reporting Group in the 12 months prior to the Completion Date (which for the purposes of this clause 7.2.5 shall mean a customer or supplier representing more than 5% of sales or supplies in the 12 months prior to the Completion Date), to withdraw from or cease to do business with, or to materially reduce the amount of business it transacts with, or adversely change in any material respect the terms on which it does business with the Tilda Reporting Group; or

do or say anything which is intended to damage the goodwill or reputation of the Tilda Reporting Group.

Each Seller agrees that the restrictions contained in this clause 7 are no greater than is reasonable and necessary for the protection of the interests of the Buyer but if any such restriction shall be held to be void but would be valid if deleted in part or reduced in application, such undertaking shall apply with such deletion or modification as may be necessary to make it valid and enforceable.

Nothing in clauses 7.2.2 or 7.2.3 shall prevent any Seller from placing or procuring the placing of any bona fide recruitment advertisement for employees and communication with or the recruitment or employment of any person who, unsolicited by such Seller, responds to such advertisement.

Nothing in this clause 7 shall prevent any Seller from holding, for investment purposes, shares quoted or dealt on a recognised investment exchange (as defined in FSMA) in any company carrying on a business which directly competes with the business of the Tilda Reporting Group as long as not more than five per cent. of the shares of any class of any such company is indirectly or directly held.

Nothing in this clause 7 shall prevent or otherwise restrict:

any employee who immediately prior to Completion holds a beneficial interest in Tilda Shares and who remains an employee of the Target Group following Completion from carrying on any matters connected with his employment for a Target Company;

Tilda Holdings Africa Limited, its affiliates, and/or any member of the Thakrar family from involvement in operating and conducting a rice business in Kenya, Uganda and/or Tanzania under the names “Tilda”, Tilda Holdings Africa Limited and/or Tilda Uganda Limited (to the extent provided in the IP Licence and/or the Restrictive Covenant Deed);

each of Tilda Uganda Limited and Tilda Holdings Africa Limited from retaining the name “Tilda” as part of their corporate names indefinitely following the termination and/or expiry of the IP Licence (howsoever occurring) provided that, for so long as it retains ‘Tilda’ as part of its corporate name, following such termination and/or expiry of the IP Licence neither company acquires, manufactures, packs, distributes and/or sells rice or any product where rice is the main ingredient (i) outside of Kenya, Uganda and/or Tanzania and/or (ii) using any of the Brand Trade Marks;

Tilda Riceland from retaining the name “Tilda” as part of its corporate name indefinitely following Completion provided that, for so long as it retains ‘Tilda’ as part of its corporate name, it does not carry on, control or operate any business which, as its principal business

Tilda Riceland from acquiring and/or manufacturing, packing, selling and/or distributing up to 10,000 tonnes per annum of non-Basmati rice and/or Basmati broken rice in India for a period of up to 5 years following Completion provided that it shall in no circumstances engage in any of such activities using any of the Brand Trade Marks;

any Seller or any other member of the Sellers’ Group and/or any member of the Thakrar family from carrying on, being engaged, concerned, interested or otherwise involved in any restaurant business or operation which sells rice dishes or any retail business or operation that sells rice, in each case as an ancillary part of its business;

Tilda Rice Limited, Tilda Investments Limited, The Tilda Foundation, Tilda Uganda Aviation Inc Trustee and Tilda Africa Marketing Limited from using the word “Tilda” in their names for a period not exceeding 12 months from the Completion Date whilst the names of such entities are being changed to names not including the word “Tilda”;

Inter-Gulf Foods Inc, currently trading as Tilda International, from using the word “Tilda” in its trading style for a period not exceeding 12 months from the Completion Date whilst the trading style of such entity is being changed to a trading style not including the word “Tilda”; and/or

any person from carrying out any activities permitted by, and in accordance with the DMCC TSA and the UK TSA and/or the Sourcing Agreements.

In this clause 9:

The Buyer and the Sellers’ Representative shall instruct the Escrow Agent to procure that the SPA Escrow Account is established on or before Completion.

The SPA Escrow Amount (together with interest accrued thereon) shall be released from the SPA Escrow Account in accordance with the SPA Escrow Terms and the SPA Escrow Agreement. The Sellers’ Representative and the Buyer shall give the Escrow Agent in accordance with the SPA Escrow Agreement any instructions required by the SPA Escrow Terms.

Any amount paid to the Sellers out of the SPA Escrow Account under this clause 9 shall be paid to such account as the Sellers’ Representative may nominate for and on behalf of the Sellers. Any amount paid to the Buyer out of the SPA Escrow Account under this clause 9 shall be paid to such account as the Buyer may nominate.

The Buyer and the Sellers shall each be responsible for one half of the costs of the Escrow Agent in operating and maintaining the SPA Escrow Account.

Subject to the provisions of this clause 9, on the First SPA Release Date the Sellers’ Representative and the Buyer will irrevocably instruct the Escrow Agent to instruct the Escrow Bank to release from the SPA Escrow Account to:

the Buyer, or the Guarantor (as the case may be) the aggregate of any amounts payable to the Buyer or the Guarantor (as the case may be) in respect of Agreed Claims (if any) which have not been satisfied prior to the First SPA Release Date (either by payment from the SPA Escrow Account or otherwise); and

the Sellers, subject to the SPA Release Conditions, an amount equal to:

Subject to the provisions of this clause 9, on the Second SPA Release Date the Sellers’ Representative and the Buyer will irrevocably instruct the Escrow Agent to instruct the Escrow Bank to release from the SPA Escrow Account to:

the Buyer or the Guarantor (as the case may be), the aggregate of any amounts payable to the Buyer or the Guarantor (as the case may be) in respect of Agreed Claims (if any) which have not been satisfied prior to the Second SPA Release Date (either by payment from the SPA Escrow Account or otherwise); and

the Sellers, subject to the SPA Release Conditions, an amount equal to:

Subject to the provisions of this clause 9, on the Third SPA Release Date the Sellers’ Representative and the Buyer will irrevocably instruct the Escrow Agent to instruct the Escrow Bank to release from the SPA Escrow Account to:

the Buyer or the Guarantor (as the case may be), the aggregate of any amounts payable to the Buyer or the Guarantor (as the case may be) in respect of Agreed Claims (if any) which have not been satisfied prior to the Third SPA Release Date (either by payment from the SPA Escrow Account or otherwise); and

the Sellers, subject to the SPA Release Conditions, an amount equal to:

Clause 9.4.2 applies if, at any time before or on the Third SPA Release Date (or after the Third SPA Release Date pursuant to the provisions of Clause 9.5), any Claim, Tax Claim becomes an Agreed Claim in favour of the Buyer, but the amount of the Agreed Claim has not been paid to the Buyer within five Business Days after the due date of such claim.

The Sellers’ Representative and the Buyer will irrevocably instruct the Escrow Agent to instruct the Escrow Bank to transfer to the Buyer from the SPA Escrow Account the amount payable to the Buyer in respect of such Agreed Claim or, if less, the amount standing to the credit of the Escrow Account.

If at any time prior to the Third SPA Release Date the Buyer or the Guarantor (as the case may be) has given notice of a Claim or Tax Claim (within the relevant time period as set out in this Agreement in respect of such a Claim or Tax Claim) (“Notice of Claim”) the Buyer or the Guarantor (as the case may be) shall include in the relevant Notice of Claim its best estimate (which shall be expressed as an amount and not a range) of the amount it reasonably believes it will be entitled to recover in respect of that claim (“Best Estimate”). On receipt of a Notice of Claim, such claim shall be an Outstanding Claim until settled or otherwise determined in accordance with this clause 9.

In respect of any Outstanding Claim, there shall be retained in the SPA Escrow Account following the First SPA Release Date or the Second SPA Release Date or the Third SPA Release Date (as the case may be) an amount equal to the Best Estimate of such Outstanding Claim provided that if the Sellers’ Representative is not satisfied that the Buyer’s or the Guarantor’s (as the case may be) Best Estimate is or remains reasonable then the Sellers’ Representative shall be entitled at any time but only once in respect of any one Outstanding Claim to serve a notice (“Dispute Notice”) upon the Buyer requiring the Buyer or the Guarantor (as the case may be) to instruct English counsel (being a barrister who shall have been called and in practice for at least 10 years in commercial disputes) selected by the Buyer or the Guarantor (as the case may be) and the Sellers’ Representative or, if not agreed, as nominated by the President of the Law Society of England and Wales (on the application of the Buyer or Sellers’ Representative) (an “Expert”) to give a written opinion on whether or not the Expert considers that the Outstanding Claim (a) is not frivolous or vexatious; and (b) has some merit, and, if so, the Expert’s estimate of the amount (expressed as a range) which is likely to be recovered by the Buyer in respect thereof.

An Expert appointed in accordance with clause 9.5.2 shall be instructed in writing by the Buyer or the Guarantor (as the case may be) and the Sellers’ Representative and the Buyer or the Guarantor (as the case may be) and the Sellers’ Representative shall each be entitled to see such instructions (and any revision or supplement thereof) prior to such instructions being submitted to the Expert and to attend and speak at all conferences with such Expert.

If the Expert opines that the Outstanding Claim (a) is not frivolous or vexatious; and (b) has some merit, and the Buyer or the Guarantor (as the case may be) is reasonably likely to recover an amount:

at least equal to the Best Estimate in respect of the relevant Outstanding Claim (by reference to the bottom of the range of the Expert’s estimate) then an amount equal to the Best Estimate; or

less than the Best Estimate in respect of the relevant Outstanding Claim (by reference to the top of the range of the Expert’s estimate) (“Revised Estimate”) then an amount equal to the Revised Estimate,

If the Expert opines that the Outstanding Claim (a) is not frivolous or vexatious; and (b) has some merit, then no amount shall continue to be retained in the SPA Escrow Account in respect of that Outstanding Claim.

The costs of seeking the Expert’s opinion shall be borne by the Sellers, on the one hand, and the Buyer, on the other hand in such proportion as the Expert shall in its sole discretion determine.

at any time to the Buyer in accordance with clauses 9.3 and 9.4 to the extent that they represent an Agreed Claim in favour of the Buyer;

subject to satisfaction of the SPA Release Conditions, to the Sellers to the extent that the relevant claim or any amount thereof:

represents an Agreed Claim in favour of any of the Sellers;

has been withdrawn by the Buyer or shall otherwise cease to be capable of being pursued by the Buyer; or

represents an amount retained in the SPA Escrow Account based on an estimate of an Outstanding Claim which estimate exceeded the amount eventually paid to the Buyer pursuant to the relevant Agreed Claim;

if in relation to an Outstanding Claim the Expert opines that such Outstanding Claim (a) is not frivolous or vexatious; and (b) has some merit, but is likely to recover less than the Best Estimate then:

an amount equal to the Revised Estimate shall be retained in the SPA Escrow Account in accordance with clause 9.5.4; and

subject to satisfaction of the SPA Release Conditions, an amount equal to the Best Estimate less the Revised Estimate in respect of the relevant Outstanding Claim shall be released to the Sellers from the SPA Escrow Account within five (5) Business Days of the date of the Expert’s opinion being delivered; or

if, in relation to an Outstanding Claim, clause 9.5.5 applies then subject to the satisfaction of the SPA Release Conditions, an amount equal to the Best Estimate in respect of the relevant Outstanding Claim shall be released to the Sellers from the SPA Escrow Account within five (5) Business Days of the date of the Expert’s opinion being delivered,

in respect of the First SPA Escrow Amount, the First SPA Release Date has arrived;

in respect of the Second SPA Escrow Amount, the Second SPA Release Date has arrived;

in respect of the Third SPA Escrow Amount, the Third SPA Release Date has arrived;

The Guarantor unconditionally and irrevocably undertakes to the Sellers:

to procure that the Buyer and each member of the Buyer’s Group duly and punctually performs and discharges all its respective obligations (“Obligations”) under or pursuant to the Transaction Documents;

without prejudice to the generality of clause 10.1.1, as primary obligor, to guarantee the due and punctual payment of all and any sums now and subsequently payable by the Buyer and/or any member of the Buyer’s Group arising out of or in conjunction with the Transaction Documents (“Payments”) when the same shall become due and following default in the performance of such obligations by the Buyer and/or any member of the Buyer's Group, and the Guarantor shall pay such sums upon demand (without requiring any or all of the Sellers first to take steps against the Buyer or any other person); and

as a continuing obligation, to indemnify the Sellers against, and to pay on demand such sum equal to, any Losses which the Sellers and/or any member(s) of the Sellers’ Group may incur at any time in respect of, arising out of or as a result of:

any failure by the Buyer and/or any member of the Buyer’s Group to perform and discharge the Obligations or make any Payments; or

any of the Obligations becoming invalid, illegal, void, voidable or unenforceable for any reason whatsoever whether known to the Sellers (or any relevant third party).

The Guarantor’s obligations under this clause 10 constitute a continuing security which shall not be capable of being determined by Notice and shall remain in full force and effect until all of the Obligations have been fully performed and discharged and all Payments have been made in full. Where any discharge (whether in respect of the Obligations or any security for those Obligations or otherwise) is made in whole or in part, or any arrangement is made on the faith of any payment, security or other disposition, which is avoided, or must be restored upon insolvency, liquidation or otherwise, the liability of the Guarantor under this clause 10 shall continue as if the discharge or arrangement had not occurred.

The Guarantor’s obligations under this clause 10 are to be in addition and without prejudice to, and shall not merge with, any other right, remedy, guarantee, indemnity or security which the Sellers may now or hereafter hold in respect of all or any of the obligations of the Buyer under this Agreement.

Each payment to be made by the Guarantor under this clause 10 shall be made in the currency in which the relevant amount is payable by the Buyer, free and clear of all deductions or withholdings of any kind.

The Guarantor’s obligations under this clause 10 shall not be affected, impaired or discharged by any act, omission, matter or thing which but for this provision might operate to affect or prejudice those obligations (or otherwise to release or exonerate the Guarantor from those obligations), including:

any amendment or modification to, or replacement of, any of the Transaction Documents or any variation, waiver or release of the Obligations;

any time or indulgence granted to, or agreed to be granted to, or any composition or arrangement made with the Buyer or any other person;

the taking, variation, compromise, renewal or release of, or neglect to perfect or enforce, the Transaction Documents or any right, guarantee, remedy or security from or against the Buyer or any other person;

any unenforceability or invalidity of the Obligations for any reason, so that this clause 10 shall be construed as if there were no such unenforceability or invalidity;

any incapacity of, lack of powers, authority or legal personality of, or dissolution or change in the members or status or constitution of, or any other matter whatsoever affecting, the Buyer, any member(s) of the Buyer’s Group, the Guarantor or any other person;

any postponement, discharge, reduction, non-provability or other similar circumstances affecting any of the Obligations and/or the Payments resulting from:

any composition or arrangement by the Buyer or any member of the Buyer’s Group with its creditors;

any insolvency, liquidation, receivership, administration or dissolution proceedings; or

any law, regulation or order,

Following default in the performance of its obligations by the Buyer and/or any member of the Buyer's Group, the Sellers may enforce the provisions of this clause 10 without first taking any steps or proceedings against the Buyer or any other member of the Buyer’s Group.

The Guarantor shall not, after a claim has been made or by virtue of any payment or performance by it under this clause 10:

be subrogated to any rights, security or monies held, received or receivable by the Sellers (or any person on its behalf) or be entitled to any right of contribution or indemnity in respect of any payment made or monies received on account of the Guarantor’s liability under this clause 10;

claim, rank, prove or vote as a creditor of the Buyer in competition with the Sellers (or any person on its behalf); or

receive, claim or have the benefit of any payment, distribution or security from or on account of the Buyer or exercise any rights of set-off against the Buyer unless the Sellers otherwise direct,

No failure or delay by the Sellers (or time or indulgence given) in exercising any remedy, right, power or privilege under or in relation to this clause 10 shall operate as a waiver of the same, nor shall any single or partial exercise of any remedy, right, power or privilege preclude any other or further exercise of the same or the exercise of any other remedy, right, power or privilege.

If at any time any provision of this clause 10 shall be held to be or have become illegal, void, invalid or unenforceable, in whole or in part, in any respect under the law of any jurisdiction, the provision shall apply with whatever deletion or modification is necessary so that the provision is legal, valid and enforceable and gives effect to the commercial intention of the parties.

To the extent that it is not possible to delete or modify the provision, in whole or in part, under clause 10.9 then such provision or part of it shall, to the extent that it is illegal, void, invalid or unenforceable, be deemed not to form part of this clause 10 and the legality, validity and enforceability:

under the law of that jurisdiction of any other provision of this clause 10; and

under the law of any other jurisdiction of that or any other provision of this clause 10,

The Seller shall (and shall procure that each other member of its group and their respective officers, employees, agents and advisers shall) in all respects keep confidential and not at any time disclose or make known in any way to any person or use for its own or any other person’s benefit or to the detriment of another party to this Agreement:

any Confidential Information; and

the terms of this Agreement and each of the Transaction Documents.

The Buyer and the Guarantor shall (and each of the Buyer and the Guarantor shall procure that each other member of their group and their respective officers, employees, agents and advisers shall) in all respects keep confidential and not at any time disclose or make known in any way to any person or use for its own or any other person’s benefit or to the detriment of another party to this Agreement the terms of this Agreement and each of the Transaction Documents.

Provided that in respect of the obligations set out in clauses 11.1 and 11.2:

such obligation shall not apply to information which becomes publicly available (other than through a breach of this clause 11);

each party shall be entitled at all times to disclose such information as may be required by law or by any competent judicial or regulatory authority or by any recognised investment exchange (as such term is defined in section 285 of FSMA) to whose rules such party or any member of its group is subject, provided that, so far as practicable:

the Sellers shall consult with the Buyer; and

the Buyer and the Guarantor shall consult with BPL,

each party shall be entitled to disclose to its officers, employees, agents or advisers such information as may be necessary to enable them to carry out their duties (conditional upon any such person being informed of the confidential nature of such information and agreeing to keep such information confidential for as long as such party is obliged to do so in accordance with this clause 11).

Other than:

as required by law or by any competent judicial or regulatory authority or by any recognised investment exchange (as such term is defined in section 285 of FSMA) to whose rules either a Seller (or any member of the Sellers’ Group) or, as the case may be, the Buyer (or any member of the Buyer’s Group) is subject, in which case the provisions of clause 12.2 shall apply; or

those matters set out in the press release in the agreed form; or

announcements, communications or circulars made or sent by or on behalf of the Buyer and/or any other member of the Buyer’s Group after Completion to customers, clients or suppliers of any Group Company, to the extent that it informs them only of the Buyer’s acquisition of the Shares and the Tilda Reporting Group,

For the purposes of clause 12.1.1, the party with an obligation to make an announcement or issue a circular shall take all such steps as may be reasonable in the circumstances to agree the contents of any such announcement with the other party (and provided that any such announcement shall be made only after Notice to the other party) and, unless otherwise agreed by the parties, any such required announcement shall only be made to such person(s) and in the manner required by such law, competent judicial or regulatory authority or recognised investment exchange.

the Sellers’ Representative (in the case of the Buyer and/or the Guarantor); and

the Buyer (in the case of any Seller),

If, following assignment to a member of the Buyer’s Group (or any subsequent onward assignment by a member of the Buyer’s Group in accordance with clause 13.2), such assignee ceases to be a member of the Buyer’s Group, the Buyer shall procure that immediately before such assignee ceases to be a member of the Buyer’s Group the benefit of this Agreement and any Transaction Document assigned shall be reassigned to the Buyer or to another member of the Buyer’s Group.

If a deduction or withholding in accordance with clause 15 is required to be made from any payment by a party, then such party shall pay such additional amount as will ensure that the net amount the payee receives and retains equals the full amount which it would have received and retained had the deduction or withholding not been required.

If any Tax Authority brings any sum paid by a party under or pursuant to any indemnity, covenant to pay or similar contained in this Agreement into charge to Tax then such party shall pay such additional amount as will ensure that the total amount paid, less the Tax chargeable on such amount (and the Tax chargeable on any additional amount) is equal to the amount that would otherwise be payable under this Agreement.

This Agreement contains the whole and only agreement between the parties relating to the subject matter of this Agreement, and therefore excludes any terms implied by law which may be excluded by contract, and supersedes any previous written or oral agreement between the parties (or any of them) in relation to matters dealt with in this Agreement.

The Buyer acknowledges that it has not been induced to enter this Agreement by, and has not been given, any representation, warranty, statement, assurance, covenant, undertaking, indemnity, commitment or other agreement of any nature whatsoever which is not expressly incorporated into this Agreement.

So far as is permitted by law and except in the case of fraud, each party agrees and acknowledges that its only right and remedy in relation to any representation, warranty or undertaking made or given in connection with this Agreement shall be for breach of the terms of this Agreement to the exclusion of all other rights and remedies (including those in tort or arising under statute).

In this clause 20, this Agreement includes the Transaction Documents.

If at any time any provision of this Agreement shall be held to be illegal, void, invalid or unenforceable, in whole or in part, the provision shall apply with whatever deletion or modification is necessary so that the provision is legal, valid and enforceable and gives effect to the commercial intention of the parties.

To the extent that it is not possible to delete or modify the provision, in whole or in part, under clause 21.1, then such provision or part of it shall, to the extent that it is illegal, invalid or unenforceable, be deemed not to form part of this Agreement and the legality, validity and enforceability of the remainder of this Agreement shall, subject to any deletion or modification made under clause 21.1, not be affected.

No variation of this Agreement shall be effective unless in writing and signed by or on behalf of each of the parties.

No failure or delay by any party (or time or indulgence given) in exercising any remedy, right, power or privilege under or in relation to this Agreement shall operate as a waiver of the same, nor shall any single or partial exercise of any remedy, right, power or privilege preclude any other or further exercise of the same or the exercise of any other remedy, right, power or privilege.

No waiver by any party of any requirement, term, provision or condition of this Agreement, or of any remedy or right under this Agreement, and no consent granted under this Agreement, shall have effect unless in writing and signed by or on behalf of the waiving or consenting party and then only in the instance and for the purpose for which it is given.

A person who is not a party to this Agreement who is given any rights or benefits under or in connection with clauses 3.5 to 3.16 (inclusive), 7.2, 7.6, 10, 11 and 12 (a “Third Party”) shall be entitled to enforce those rights or benefits against the parties in accordance with the Contracts (Rights of Third Parties) Act 1999.

Save as provided in clause 23.1, the operation of the Contracts (Rights of Third Parties) Act 1999 is excluded.

The parties may terminate, rescind or agree any variation, amendment, waiver or settlement of or under this Agreement in such a way as affects, or may affect, any rights or benefits of any Third Party which are directly enforceable against the parties under the Contracts (Rights of Third Parties) Act 1999 without the consent of such Third Party. For clarity, any Third Party may not veto any termination, rescission or agreement to any variation, amendment, waiver or settlement of or under this Agreement which is proposed by the parties and which affects, or may affect, the rights or benefits of such Third Party.

Each Seller hereby irrevocably constitutes Shilen Thakrar as Sellers’ Representative for the purpose of:

performing and completing the transactions and delivering all documents contemplated by this Agreement and each Transaction Document;

receiving all notices and communications pursuant to this Agreement and each Transaction Document and service of process in any legal action or other proceeding arising out of or related to this Agreement and each Transaction Document or any of the transactions thereunder;

instructing the Escrow Agent to release funds from the SPA Escrow Account;

settling or agreeing any dispute or claim arising out of or related to this Agreement and each Transaction Document and giving any waivers, consents or other approvals required to be given by the Sellers (in whatever capacity, whether as Sellers or otherwise) pursuant to this Agreement and each Transaction Document; and

taking all actions and exercising all rights of the Sellers pursuant to this Agreement and each Transaction Document.

Each Seller:

irrevocably agrees that any Notice to be given to it is deemed to have been properly given if it is given to the Sellers’ Representative in accordance with the provisions of clause 26 (whether or not such notice is forwarded to or received by such Seller); and

irrevocably agrees that failure by the Sellers’ Representative to notify it of the process will not invalidate the legal action or proceedings concerned.

The Sellers may from time to time appoint such other person to be the Sellers’ Representative provided that such appointment shall not take effect until it has been notified to the Buyer in writing signed by BPL.

In connection with the performance of its obligations under any Transaction Document, the Sellers’ Representative shall have the right at any time and from time to time to select and engage, at the cost and expense of the Sellers, attorneys, accountants, investment bankers, advisors, consultants and clerical personnel and obtain such other professional and expert assistance, and maintain such records, as such Sellers’ Representative may deem necessary or desirable and incur other out-of-pocket expenses related to performing its services under any Transaction Document.

Each of the Sellers irrevocably:

undertakes to the Buyer that the Sellers’ Representative has and shall retain the authority to bind it in relation to each matter referred to in clause 25.1 (“Relevant Matter”);

agrees that the Buyer shall be entitled to rely on any Notice or communication in writing provided by the Sellers’ Representative in relation to any Relevant Matter as binding on it; and

agrees that any Notice or communication in writing by the Sellers’ Representative to the Buyer in relation to any Relevant Matter shall be deemed (unless the context requires otherwise) to be provided by the Sellers’ Representative as agent for all of the Sellers.

Any notice, demand or other communication to be given or made under or in connection with this Agreement (a “Notice”) shall be:

in writing in the English language;

signed by or on behalf of the party giving it; and

delivered personally by hand, by pre-paid first class post (or by airmail if overseas) or by courier using an internationally recognised courier company.

A Notice to a Seller shall be sent to the following address, or such other person or address as the Sellers’ Representative or BPL may notify to the other parties from time to time:

c/o Ableman Shaw & Co, Mercury House, 1 Heather Park Drive, Wembley HAO 1SX

A Notice to the Buyer shall be sent to the following address, or such other person or address as the Buyer may notify to the other parties from time to time:

A Notice to the Guarantor shall be sent to the following address, or such other person or address as the Guarantor may notify to the other parties from time to time:

In the absence of evidence of earlier receipt, any Notice served in accordance with clause 26.1 shall be deemed given:

in the case of personal delivery by hand, at the time of delivery;

in the case of first class post (other than airmail), at 10 am on the second Business Day after posting;

in the case of airmail, at 10 am on the fifth Business Day after posting; and

in the case of delivery by an internationally recognised courier company, on the date and at the time of signature of the courier’s delivery receipt.

For the purposes of this clause 26:

all times are to be read as local time in the place of deemed receipt; and

if deemed receipt under this clause 26 is not within business hours (meaning 9.00 am to 5.30 pm on Monday to Friday on a day that is not a public holiday in the place of receipt), the Notice is deemed to have been received when business next starts in the place of receipt.

To prove delivery, it is sufficient to prove that if sent by pre-paid first-class post, airmail or by courier the envelope containing the Notice or other communication was properly addressed and posted or despatched (as the case may be).

The provisions of this clause 26 shall not apply to the service of any proceedings or other documents in any legal action.

Notice shall not be validly given if sent by email.

This Agreement (and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way in connection with it or its subject matter or formation (including non-contractual disputes or claims)) shall be governed by and construed in accordance with the law of England.

The parties irrevocably agree that the courts of England shall have exclusive jurisdiction to hear and decide any suit, action or proceedings and/or to settle any dispute or claim that arises out of or in any way in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims) and, for these purposes, each party irrevocably submits to the exclusive jurisdiction of the courts of England. Each party waives (and agrees not to raise) any objection, whether on the ground of inconvenient forum or venue or on any other ground, which it might have to the bringing of proceedings in such courts.

Without prejudice to any other permitted mode of service, the Guarantor agrees that service of any claim form, notice or other document for the purpose of any proceedings under clause 27 shall be duly served (if served by any of the methods permitted under clause 26) upon it to the Buyer (marked for the attention of Denise Faltischek) (and a copy sent to Denise Faltischek at 1111 Marcus Avenue, Lake Success, New York 11642, USA (such entity or any replacement agent appointed pursuant to clause 28.2, the “Agent”).

If for any reason the Agent appointed by either the Guarantor or the Buyer at any time ceases to be able to act as agent or no longer has an address in England, the relevant party shall promptly appoint another person with an address in England to act as the Agent and such party promptly notify the other parties of the appointment and the new Agent’s name and address. If the party concerned does not make such an appointment within five Business Days of such cessation, then any other party may do so on its behalf and shall notify the other parties if it does so.

At Completion, the Sellers shall deliver or procure the delivery to the Buyer of:

the following Transaction Documents:

the Tax Deed, duly executed by BPL;

the Disclosure Letter, duly executed by BPL;

the SPA Escrow Agreement duly executed by the Sellers’ Representative;

the UK TSA duly executed by BPL;

the DMCC TSA duly executed by Intergulf Foods, Inc. trading as Tilda International;

the Restrictive Covenant Deed duly executed by each of Tilda, Shilen Thakrar, Vipul Thakrar and Rashmikant Thakrar; and

the Seller Waiver Letter;

the Payment Waiver Letters (to the extent in the possession of the Sellers).

evidence that each of the Sellers is duly authorised to execute this Agreement, the Disclosure Letter, the Tax Deed and the other Transaction Documents to which it is party.

transfers of the Shares (other than the Brand Shares) duly executed by the registered holders in favour of the Buyer (or as it may direct) and transfers of the Brand Shares duly executed by the registered holders in favour of the Guarantor (or as it may direct) in each case accompanied by the relevant share certificate(s) (or an express indemnity in the agreed form in the case of any certificate found to be missing);

a transfer of the share in Tilda India Private Limited not held by Tilda Limited duly executed by BPL in favour of the Buyer (or as it may direct) accompanied by the relevant share certificate(s) (or an express indemnity in the agreed form in the case of any certificate found to be missing);

the written resignations in the agreed form of each of Shilen Thakrar, Shamil Thakrar and Vipul Thakrar as directors and/or officers of each Target Company in each case, that they serve as director and/or officer, in each case to take effect on the Completion Date;

the certificates of incorporation and corporate seals (if any) of each Target Company;

to the extent not in the possession of the relevant Target Company, a letter stating where each of the following items is located:

the financial and accounting books of each Target Company;

the material insurance policies relating to the businesses of any Target Company;

the title deeds and leases relating to the Properties; and

cheque books, statutory and other books of each Target Company (duly written up to the Completion Date, but excluding the transactions to be effected at Completion).

approving the registration of the share transfers referred to in paragraph 1.1(c) and 1.1(c) subject only to their being duly stamped and authorising the issue to the Buyer (or such person as the Buyer may have nominated) of shares certificates relating thereto; and

accepting the resignations referred to in paragraph 1.1(e) and appointing such persons as the Buyer may nominate as directors;

the following Transaction Documents:

the Tax Deed, duly executed by the Buyer;

an acknowledgement of the Disclosure Letter, duly executed by the Buyer;

the UK TSA duly executed by Tilda;

the DMCC TSA duly executed by Tilda International DMCC; and

the Vendor Loan Note duly executed by the Guarantor together with the relevant vendor loan note certificates issued pursuant thereto;

the SPA Escrow Agreement duly executed by the Buyer; and

the Restrictive Covenant Deed duly executed by the Buyer; and

evidence that each of the Buyer and the Guarantor is duly authorised to execute this Agreement, the Tax Deed and the other Transaction Documents;

the letter of appointment of its and the Guarantor’s Agent, countersigned by the relevant Agent acknowledging its appointment; and

pay:

the consideration set out in clause 3.1(a) by telegraphic transfer to the Sellers’ Solicitors’ account at

the SPA Escrow Amount by telegraphic transfer to the SPA Escrow Account,

Authority and Capacity

BPL and TRL each have full power and authority and have obtained all material corporate authorisations and material governmental and statutory consents, approvals and licences required to enter into and perform the obligations expressed to be assumed by them under this Agreement and each other Transaction Document;

the obligations expressed to be assumed by BPL and TRL under this Agreement and the other Transaction Documents are (or, when the relevant document is executed, will be) legal, valid, binding and enforceable against them in accordance with their terms;

the execution, delivery and performance by BPL and TRL of this Agreement and each other Transaction Document will not:

result in a breach of, or constitute a default under, any agreement or arrangement to which they are a party or by which they are bound or under their constitutional documents; or

result in a breach of any law or order, judgement or decree of any court, governmental agency or regulatory body to which they are a party or by which they are bound.

Incorporation and existence

Each of BPL, Tilda, TRL, Tailor Properties Limited and Mardi Gras Properties are limited companies incorporated under English law;

Tilda International DMCC is a limited company incorporated under the laws of the DMCC, United Arab Emirates;

Tilda Marketing Inc. is a company incorporated under the laws of the State of Delaware, United States of America; and

Tilda India Private Limited is a company incorporated under the laws of India,

The Tilda Shares

BPL is the sole legal and beneficial owner of the Tilda Shares registered in its name as shown in Part 1 of Schedule 1.

TRL is the sole legal owner, with full right and capacity to transfer the beneficial ownership, of the Tilda Shares registered in its name as shown in Part 1 of Schedule 1.

BPL and TRL are the registered owners of all of the Tilda Shares.

Tilda has not allotted any shares other than the Tilda Shares and the Tilda Shares are fully paid or credited as fully paid.

There is no Encumbrance over or in relation to any of the Tilda Shares.

Other than this Agreement there is no agreement, arrangement or obligation requiring the allotment, sale, transfer, redemption or repayment of, or the grant to a person of the right (conditional or not) to require the allotment, sale, transfer, redemption or repayment of, a share in the capital of Tilda (including an option or right of pre-emption or conversion).

The information set out in Part 1 of Schedule 1 is true and accurate in all material respects.

The Subsidiaries

Tilda does not have any subsidiary undertakings other than the Subsidiaries. The Subsidiaries are directly or indirectly wholly-owned subsidiaries of Tilda and each of the shares of each of the Subsidiaries has been properly allotted and issued and is fully paid or credited as fully paid.

There is no Encumbrance over or in relation to any of the shares in the capital of any Subsidiary.

Other than this Agreement there is no agreement, arrangement or obligation requiring the allotment, sale, transfer, redemption or repayment of, or the grant to a person of the right (conditional or not) to require the allotment, sale, transfer, redemption or repayment of, a share in the capital of any Subsidiary (including an option or right of pre-emption or conversion).

Tilda does not own any shares or stock in the capital of nor does it have any beneficial or other interest in any company or business organisation other than the Subsidiaries nor does Tilda control or, so far as BPL is aware, take part in the management of any other company or business organisation.

The information set out Part 3 of Schedule 1 is true and accurate in all material respects.

General

The Accounts give a true and fair view of the:

financial position, state of affairs and assets and liabilities of the Tilda Group at the Accounts Date; and

profits and losses of the Tilda Group for the period ended on the Accounts Date.

The Accounts have been properly prepared and audited in accordance with the Companies Act and UK GAAP.

The results shown by the Accounts were not affected by any extraordinary item.

Except as stated in the Accounts, the Accounts have been prepared on a basis consistent with the basis upon which all audited accounts of Tilda have been prepared in respect of the three years before the Accounts Date and using consistent accounting policies, practices and procedures.

Management Accounts

contain a record of the assets and liabilities of the relevant Target Company and disclose with reasonable accuracy the financial position of the relevant Target Company as at the time they were prepared;

were prepared in all material respects using accounting practices, policies and procedures consistent with those adopted in the preparation of (i) the management accounts in respect of the period from 1 July 2012; and (ii) the Accounts;

do not materially overstate the value of the assets nor materially understate the liabilities of the Target Companies as at the date to which they were drawn up; and

do not materially overstate the profits or materially understate the losses of the Target Companies in respect of the periods to which they relate,

Locked Box Accounts

contain a record of the assets and liabilities of the relevant Target Company and disclose with reasonable accuracy the financial position of the relevant Target Company as at the time they were prepared;

were prepared in all material respects using accounting practices, policies and procedures consistent with those adopted in the preparation of (i) the management accounts in respect of the period from 1 July 2012; and (ii) the Accounts;

do not materially overstate the value of the assets nor materially understate the liabilities of the relevant Target Companies as at the date to which they were drawn up; and

do not materially overstate the profits or materially understate the losses of the relevant Target Companies in respect of the periods to which they relate,

BPL is not aware of any material factual inaccuracies within Volume 1 of the KPMG LLP’s ‘Project Noble’ Vendor Due Diligence Report (in the form contained in folder 16.3.1 of the Data Room) or Volume 3 of the KPMG LLP’s ‘Project Noble’ Vendor Due Diligence Report (in the form contained in folder 16.3.3 of the Data Room). BPL is not aware of any material facts or information which have been omitted from either such report which may cause the view it gives of the Tilda Group to be misleading in any material respect.

Since the Accounts Date:

Tilda has carried on its business in the ordinary and usual course and so as to maintain the business as a going concern;

Tilda has not made, or agreed to make, capital expenditure exceeding in total £250,000 which is not reflected in the Management Accounts and/or the Locked Box Accounts;

no resolution of the shareholders of Tilda has been passed (except for those representing the ordinary business of an annual general meeting) and no dividend or distribution has been declared, authorised or paid (except for dividends provided for in the Management Accounts) and/or the Locked Box Accounts;

no Target Company has made any changes in the terms of employment, including pension fund commitments which, taken together, could increase the total staff costs of the Target Group by more than £500,000 per annum or the remuneration of any one director or employee by more than £100,000 per annum;

no agreements or arrangements have been entered into (or existing agreements or arrangements otherwise amended) with any member of the Sellers’ Group;

no Senior Employee has ceased to be employed by a Target Company or has otherwise given or been given any notice in respect of termination of employment with any Target Company;

Since the Locked Box Accounts Date:

no Target Company has acquired or disposed of, or agreed to acquire or dispose of, any one or more assets in a single transaction or series of related transactions where the value of such assets exceeds £250,000, save for transactions in the ordinary course of business and consistent with past practice;

no Target Company has repaid any borrowings or indebtedness in advance of its stated maturity;

no Target Company has incurred any Borrowings (or raised any money or taken any form of financial security) other than amounts owing to suppliers, service providers or other persons in the ordinary course of its trade consistent with past practice;

no Target Company has provided any lending to any third party other than individual loans to employees, directors and officers of Target Companies not exceeding £10,000 each; and amounts payable by customers, distributors or other persons in the ordinary course of its trade in relation to late settlement of debts owed to the Target Companies, in each case, consistent with past practice in all material respects; and

no debtor of any Target Company has been released on terms that it pays less than the book value of its debt and no debt in excess of £50,000 owing to any Target Company has been deferred, subordinated or written off or has proved to any extent irrecoverable.

There are no Encumbrances nor has Tilda agreed to create any Encumbrances, over any material part of its assets or any single material asset and each material asset included in the Accounts or acquired by it since the Accounts Date (other than assets sold in the ordinary course of business):

The Tilda Group owns or has a right to use all of the assets (including intellectual property) necessary for the conduct of its business as it is carried on at the date of this Agreement and was carried on in the 6 months prior to the date of this Agreement.

No member of the Tilda Group depends in any material respect on the use of assets owned, or facilities and services provided, by any member of the Sellers’ Group (or any person connected with any member of the Sellers’ Group) which will not be transferred to the Buyer at Completion or provided to the Buyer pursuant to the terms of a transitional services arrangement.

All the property (including real property), plant, machinery, equipment and vehicles used by each member of the Tilda Group and necessary for the conduct of its business as it is carried on at the date of this Agreement is in a reasonable state of repair and condition (fair wear and tear accepted).

The list of assets contained at folder 4 of the Data Room is, in all material respects, a true and accurate list of each of the material assets owned by the Tilda Group.

The Tilda Group’s stocks of raw materials, consumables, packaging and unfinished goods comprise items of the type and quality regularly used by or produced in their businesses and are useable in the ordinary and usual course of their businesses for the purposes for which they were acquired or produced.

The Tilda Group’s stocks of finished goods are saleable at prices which are consistent with past practice.

The Tilda Group’s stock and work in progress are adequate for the current requirements of its business, having regard to current trading and reasonably anticipated demand.

Ultra vires

Articles

Powers of attorney

A copy of the standard terms and conditions of business of Tilda is included in the Data Room.

In the one year period prior to the date of this Agreement, there has been no indebtedness or other liability (actual or contingent) and no contract, commitment or arrangement between any Tilda Group Company and any of the following, or between any of the Tilda Group Companies and any of the following:

any of the Sellers or any person connected with any of the Sellers or any person connected with any member of the Sellers’ Group; or

any director of a member of a Tilda Group Company or any person connected with such a member or director,

The definition in this paragraph applies in this section:

revenue in excess of £100,000; and/or

expenditure in excess of £100,000.

Each written Material Contract to which a Tilda Group Company is party (other than contracts on the other party’s standard terms and conditions, standard call off orders or standard purchase orders) is contained in folder 2 of the Data Room.

So far as BPL is aware, each Material Contract is in full force and effect and binding on the parties to it.

The terms of all Material Contracts have been complied with by the Tilda Group Companies in all material respects and, so far as BPL is aware, by the other parties to the Material Contracts in all material respects. So far as BPL is aware, there are no circumstances likely to give rise to a default by the Tilda Group Companies or, so far as BPL is aware, by the other parties under any such Material Contract.

No written notice of termination of any Material Contract has been received by any Tilda Group Company and, so far as BPL is aware, there are no circumstances which could reasonably be expected to give rise to a notice of termination.

No Tilda Group Company is party to any agreement, arrangement or understanding that would restrict it from doing business in any part of the world.

No counterparty to a Material Contract has claimed in writing that any term of a Material Contract is void, voidable or unenforceable.

In the 12 months ending with the date of this Agreement, the Tilda Reporting Group has not suffered: (i) the loss of any Material Customer; (ii) a material reduction in trade with any Material Customer; or (iii) a substantial change to the terms of trading with any Material Customer, in each case, to the extent that the same had a material adverse effect on the business of the Tilda Group and, so far as BPL is aware, there are no circumstances which are likely to result in any of such things. For the purposes of this paragraph 6.10 a “Material Customer” is a customer identified on the list of customers attached to the Disclosure Letter.

In the 24 months ending with the date of this Agreement, the Tilda Group has not experienced a material shortage of supply of rice which caused it in any material respect to be unable to meet its customer demands.

So far as BPL is aware the discount and market promotions spend which has been committed to for 2014 by Target Companies (as at the date of this Agreement) is not materially inconsistent with past practice.

There are no Material Contracts not disclosed in the Data Room under which a Target Company is contractually obliged to purchase minimum quantities of raw materials, packaging or products from suppliers.

Debts owed by Tilda

Guarantees and indemnities

Tilda is not currently a party to any material guarantee, indemnity, or suretyship with respect to another person’s obligations, other than a member of the Tilda Group.

No part of the loan capital, borrowing or indebtedness in the nature of borrowing of Tilda is dependent on the guarantee or indemnity of, or security provided by, another person, other than a member of the Tilda Group.

No order has been made, petition presented or resolution passed for the winding up of Tilda or for the appointment of a provisional liquidator of Tilda.

Tilda has not been and is not in administration (as defined in schedule B1 of the Insolvency Act 1986) and no step (including the service of any notice or the filing of any document(s)) has been taken under schedule B1 of the Insolvency Act 1986 by any person to place Tilda in administration.

No receiver, receiver and manager or administrative receiver has been appointed of the whole or part of Tilda’s business or assets.

No voluntary arrangement under section 1 of the Insolvency Act 1986 has been proposed or approved in respect of Tilda. No compromise or arrangement under section 895 of the Companies Act has been proposed, agreed to or sanctioned in respect of Tilda. Tilda has not entered into any compromise or arrangement with its creditors or any class of its creditors generally.

Tilda is not unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (but for this purpose ignoring the reference to “if it is proved to the satisfaction of the court that” in section 123(1)(e) and 123(2))”.

Tilda has not stopped paying its debts as they fall due save for trade debts in dispute in good faith.

No distress, execution or other process relating to insolvency has been levied on an asset of Tilda.

No action is being taken by the Registrar of Companies to strike Tilda off the register under sections 1000 to 1002 of the Companies Act.

Litigation

Tilda, during the two years ending on the date of this Agreement, has not been involved in any civil, criminal, arbitration, administrative or other proceeding in any jurisdiction which is material to the operation of its business. No civil, criminal, arbitration, administrative or other proceeding in any jurisdiction is pending or threatened by or, so far as BPL is aware, against Tilda which is material to the operation of its business and, as far as BPL is aware, no circumstances exist which are likely to lead to any such proceedings.

There is no outstanding judgment, arbitral award or decision of a court, tribunal, arbitrator or governmental agency in each relevant jurisdiction against Tilda which is material to the operation of its business.

Compliance with law

Particulars of officers

Terms and conditions

Industrial relations

Claims by officers and employees

in respect of any accident or injury which is not fully covered by insurance; or

for breach of any contract of services or for services; or

for loss of office or arising out of or connected with the termination of his office or employment,

Save as fairly disclosed in the Data Room, no Target Company is party to any bonus, commission or profit sharing arrangement and no amounts in respect of any bonus, commission or profit sharing arrangement have accrued (in whole or in part) but are not yet due for payment.

No amounts due from any Target Company to or in relation to any of its employees or former employees are (including PAYE and national insurance and pension contributions) are in arrears or unpaid.

In the last three years, no Target Company has been party to a relevant transfer (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 or the Transfer of     Undertakings (Protection of Employment Regulations) 2006 and, within in this period, none of its employees or former employees has transferred under any such regulations.

No Target Company is party to any agreement, arrangement or understanding including in relation to any outsourcing, which pursuant to the terms of that agreement, arrangement or understanding could require it to employ more than 10 people in the United Kingdom (whether under the terms of such agreement or by operation of law).

The details relating to the Properties which are set out in Schedule 5 are true and accurate and not misleading.

The Properties comprise all the freehold and leasehold land and premises currently owned, occupied or otherwise used by the Tilda Group, and save as disclosed in the Data Room and so far as BPL is aware there are no circumstances in existence which are likely to affect adversely the rights of occupation of the Properties by the relevant Tilda Group Company.

Tilda is the legal and beneficial owner of the Properties located at Rainham, England (title numbers EGL161573 and EGL452322). So far as BPL is aware, there have been no changes to the title since 3^rd October 2013 and no Target Company has, since 3^rd October 2013, received written notice from the Land Registry proposing a change to the registered title of the Properties located at Rainham, England (title numbers EGL161573 and EGL452322).

The Tilda Group is not under any material liability (actual or contingent) in respect of any obligation which it may have undertaken as tenant, licensee, assignee or surety relating to property other than the Properties.

The Tilda Group has no right to own, right to use, option, right of first refusal or contractual obligation to purchase, or any other legal or equitable right or obligation in respect of, estate or interest in any land or buildings other than the Properties.

The replies to Commercial Property Standard Enquiries 1 given by BPL to the Buyer in relation to the Properties located at Rainham, England (title numbers EGL161573 and EGL452322) are in all material respects true, accurate and not misleading.

In respect of any leasehold property, copies of all material documents are contained in the Data Room the relevant Tilda Group Company has paid the rent and observed and performed the tenants covenants and the conditions in the lease. So far as BPL is aware, all leases under which any Tilda Group Company occupies any property are in effect.

No Tilda Group Company has received any written notice concerning an upcoming rent review in relation to any leasehold property occupied by any Tilda Group Company.

So far is BPL is aware, there is no unfulfilled obligation to reinstate any leasehold property by removing or dismantling any alteration made to it by any Tilda Group Company.

Except to the extent provided for in the Accounts, no Tilda Group Company has incurred any liability for dilapidations.

Save as disclosed in the Data Room, no Tilda Group Company has leased, sub-leased, licenced or otherwise assigned any of the Properties or any leasehold property to any third party.

Accounts

Events since the Accounts Date

No Target Company has been involved in any transaction, nor has there been any event, act or omission arising outside the ordinary course of business which has given or is likely to give rise to a liability to Taxation on a Target Company (or would have given or is likely to give rise to such a liability but for the availability of any relief, allowance, deduction or credit); and

no accounting period of Tilda has ended for the purposes of Taxation.

Tax Administration

Each Target Company has made all returns and supplied all information and given all notices to any Tax Authority as reasonably requested or required by law within any requisite period and all such returns and information and notices are correct and accurate in all material respects and are not the subject of any dispute.

No Target Company is nor is likely to be involved in any material dispute in relation to Tax and no Tax Authority has investigated or indicated that it intends to investigate the Tax affairs of any Target Company.

All elections, notices, claims and disclaimers which have been assumed to have been made for the purposes of computing any provision for Taxation in the Accounts or the Brand Accounts have been so made within the requisite periods and have either been accepted as valid or their validity has not been and is not likely to be questioned by the relevant Tax Authority.

No Target Company nor any director or officer of any Target Company (in his capacity as such) has paid or become liable to pay, within the four years prior to Completion, and so far as BPL is aware, there are no circumstances by reason of which it is or they are likely to become liable to pay, any penalty, fine, surcharge or interest relating to Taxation.

Each Target Company has in its possession or control all material records and information which it needs to determine its liabilities to Taxation and all records and information it is required to preserve by law.

The Disclosure Letter contains material details of all subsisting material concessions, arrangements or other agreements entered into by a Target Company in writing with a Tax Authority with regard to any of its Tax affairs that are not based on the strict application of any legislation.

Employee Taxation

Deductions and Withholdings

Capital Gains

Tilda has not acquired an asset within the last four years otherwise than by way of a bargain made at arm’s length and for a consideration equal to its market value.

Tilda has not disposed of any asset for deferred or contingent consideration where such consideration is still outstanding.

Tilda has not within the last four years acquired any asset from any other company (including another Target Company) which was, at the time of such acquisition, a member of the same group of companies as the relevant Target Company for the purposes of any Tax as defined in section 170 TCGA.

Group Relief

Distributions

Stamp Duty and Stamp Duty Land Tax

Value Added Tax

Tilda is a registered and taxable person for the purposes of the VATA.

Tilda has complied with and observed in all material respects the terms of the VATA and all regulations made or notices issued thereunder, has maintained and obtained full, complete, correct and up-to-date records, invoices and other records (as the case may be) appropriate or requisite for the purposes thereof and is not and will not (nor any of its officers or directors is or will) be liable (in respect of anything done before Completion) to any interest, penalty or surcharge in respect of VAT.

The Disclosure Letter contains full particulars of any option to tax under paragraph 2 or paragraph 21 of Schedule 10 VATA in relation to any land made by Tilda or by any member or former member of any group of companies of which Tilda is or was registered for VAT purposes.

International

Close Company

Tilda is and has always been a close company for Taxation purposes but is not and never has been a close-investment holding company.

Tilda has not made a distribution within the meaning of Chapter 4 of Part 23 CTA 2010.

Tilda has no loan outstanding to which the provisions of Chapter 3 of Part 10 CTA 2010 would apply.

Inheritance Tax

No shares in or assets of Tilda were acquired by it or (as the case may be) the Sellers in circumstances such that they continued to be subject to any H.M. Revenue & Customs charge to which they were subject immediately prior to such acquisition or such that, if they had been subject to a H.M. Revenue & Customs charge immediately prior to such acquisition, they would have continued to be subject to it.

No shares in or assets of any Target Company are subject to any such power of sale, charge or mortgage as is mentioned in section 212 IHTA and there are no circumstances which might lead to such a power arising.

There is no unsatisfied liability to inheritance tax attached to or attributable to the shares in or assets of any Target Company.

No Target Company has made any transfer of value (within sections 94 or 202 IHTA), received any transfer of value (such that a liability to inheritance tax might arise under section 199 IHTA) or been party to any associated operation (as defined in section 268 IHTA) in relation to any transfer of value.

Customs Duties

Miscellaneous

So far as BPL is aware, no Relief claimed by a Target Company prior to Completion is likely to be disallowed, lost, reduced or modified or be the subject of a dispute with a Tax Authority.

Each Target Company has discharged every Tax liability (whether or not a primary liability of such Target Company) due from that Target Company on or before Completion and there is no Tax liability in respect of which the date for payment has been postponed by agreement with the relevant Tax Authority.

No Target Company has, in the past four years made any application for any statutory consent or clearance relating to Tax.

No Target Company has been party to any transaction or arrangement under which it has been or is or may be required to pay for any asset, service or facility an amount which is in excess of the market value of such asset, service or facility; or under which it has been or is or may be required to provide any asset, service or facility for a consideration which is less than the market value of such asset, service or facility.

No Target Company is subject to any subsisting arrangement for the group payment of Tax with any company that is not another Target Company.

There are no subsisting options (or similar rights) in respect of shares in any Target Company and no employee of any Target Company holds any subsisting options (or similar rights) in any company where such options were made available in connection with that employee's employment with any Target Company.

No Target Company has been party to or concerned with any scheme or arrangement of which the main purpose or one of the main purposes was the avoidance of or a reduction in liability to Tax.

So far as BPL is aware, no event, transaction, act or omission has occurred prior to Completion which could result in a Target Company becoming secondarily liable for Tax which is primarily or directly chargeable against or attributable to another person (other than another Target Company) or which is charged by reference to the income or gains of or supplies, acquisitions or importations made by another person (other than a Target Company) prior to Completion.

All Intellectual Property Rights owned or used by the Tilda Group are either owned by a Tilda Group Company (“Owned IPR”) or used under a licence (including from Brand in relation to the Brand Trade Marks) (“Licensed-In IPR”).

A Tilda Group Company is the sole beneficial owner of all the Owned IPR free from Encumbrances. All Owned IPR which are registered or in respect of which there are current applications for registration are listed in Folder 7 of the Data Room.

Tilda has not received written notice that is still subsisting alleging that the Owned IPR that are registered (“Registered IPR”) are invalid or otherwise attacking Tilda’s ownership thereof and BPL is not aware of any circumstances which are likely to give rise to the same. All fees required to be paid by Tilda to maintain a registration for the Registered IPR have been paid when due.

Tilda has subsisting written licences (each a “Licence-In”) to use the Brand Trade Marks and other material Licensed-In IPR.

Copies of the Licences-In are contained in the Data Room and, so far as BPL is aware, the Licences-In authorise Tilda to use the subject Licensed-In IPR substantially in the ways in which they are in fact used in connection with the business of Tilda as it is now carried on.

No right has been granted by or on behalf of Tilda to any person to do anything which would otherwise materially infringe the Owned IPR or the Licensed-In IPR except under written licence copies of which are contained in the Data Room (“Licences-Out”).

There has not been any material default (or any event which with notice or lapse of time or both would constitute such a default) under any of Licences-In or the Licences-Out by Tilda or, so far as BPL is aware, by any other party to such licences and BPL is not aware of any circumstances which are likely to give rise to the same.

The business of Tilda as carried on in the last 3 (three) years and the use of the Intellectual Property Rights owned or used by Tilda does not infringe in a material manner any Intellectual Property Rights of any other person.

So far as BPL is aware, the Owned IPR have not in the three years before Completion been infringed in a material manner by any person.

All material computer software used by Tilda is either owned by it or held by it on licence (a “Software Licence”). All Software Licences that are not packages readily available on standard terms are contained in the Data Room.

So far as BPL is aware, the Software Licences authorise Tilda to use the computer software that is not owned by it in the ways in which they are in fact used in connection with its business as it is now carried on.

Tilda has in force maintenance contracts for all material items of computer hardware (including operating systems) which it uses and software support contracts for all material items of software which it uses and BPL is not aware of any reason to believe that these maintenance and support contracts will not be renewed by the other contracting party upon their expiry.

Tilda did not suffer any material failures or breakdowns of or bugs in the computer hardware or software which it now uses during the year preceding the date of this Agreement.

Tilda’s disaster recovery plan is contained in the Data Room.

Each Tilda Group Company and its officers, agents and employees have complied in all material respects with, and have not caused any liabilities to arise under, any Environmental Laws and, so far as BPL is aware, there are no circumstances which are likely to give rise to any liability or obligation under Environmental Laws.