Share Purchase Agreement DCH International A/S, CVR-no. 26 08 85 77

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Page 2 Table of Contents:

1 Definitions and interpretation ...................................................................... 5

2 Sale and Purchase of the Shares ................................................................. 14

3 Purchase Price ............................................................................................. 14

4 Payment of the Purchase Price ................................................................... 15

5 Leakage ........................................................................................................ 15

6 Signing ......................................................................................................... 16

7 Conduct of Business and Access ................................................................. 16

8 Conditions Precedent to Closing ................................................................ 17

9 Closing .......................................................................................................... 18

10 Due Diligence ............................................................................................... 22

11 Post Closing Tasks ....................................................................................... 22

12 Sellers’ Warranties ...................................................................................... 22

13 Buyer’s Warranties ...................................................................................... 23

14 Sellers’ obligation to indemnify .................................................................. 23

15 Sellers’ Specific Indemnities ....................................................................... 27

16 Buyer’s obligation to indemnify ................................................................. 28

17 Cessation of joint taxation ......................................................................... 28

18 Announcements .......................................................................................... 28

19 Confidentiality ............................................................................................ 28

20 Entire Agreement ........................................................................................29

21 Remedies and Waivers ................................................................................29

22 No Assignment ........................................................................................... 30

23 Amendments ............................................................................................... 30

24 Costs and Expenses .................................................................................... 30

25 Notices ......................................................................................................... 30

26 Invalidity ...................................................................................................... 31

27 Governing Law ............................................................................................. 31

28 Arbitration ................................................................................................... 32

29 Copies ........................................................................................................... 32

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Page 3 Schedules:

Schedule 1.1(a) Accounting Principles

Schedule 1.1(b) Key Employees

Schedule 1.1(c) Management Accounts

Schedule 1.1(d) Permitted Leakage

Schedule 1.1(e) List of Sellers, Shares and Sellers’ banks

Schedule 1.1(f) List of Shareholders

Schedule 1.1(g) Share Exchange Agreement

Schedule 1.1(h) Subsidiaries

Schedule 3.2 Description of Lawsuits

Schedule 3.3 List of 928 hectare of land in Tg. Bujor to be sold

Schedule 3.4 Brasib Business Case 13 December 2017

Schedule 10.1 Overview of meetings, Q&A sessions and site visits

Schedule 10.2 Due Diligence Documentation Index

Schedule 12.1 Sellers’ Warranties

Schedule 14.5.1 W&I Insurance Policy

Schedule 17.1 Procedures for cessation of joint taxation

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Page 4

This agreement (the “Agreement”) is made on [day] 2018

between:

The Sellers (as defined below in section 1),

and

Bidco af 28.04.2017 A/S, company registration number 38 62 09 08, a company incorporated and registered under the Laws of Denmark, having its registered address at Malmøgade 3, 1., 2100 Co-penhagen Ø, Denmark (the “Buyer”).

Whereas:

a. the Shareholders (as defined below in section 1) jointly own 100% of the issued share capi-tal, nominal value DKK 95,364,610, of DCH International A/S, company registration number 26088577, a company incorporated and registered under the Laws of Denmark, having its registered address at Dannevirkevej 6, 7000 Fredericia, Denmark (the “Compa-ny”);

b. the Buyer has made an offer to all Shareholders to purchase all or part of the shares owned by each Shareholder;

c. the Sellers have agreed to sell to the Buyer and the Buyer has agreed to purchase from the Sellers the Shares (as defined below) on the terms and subject to the conditions set forth in this Agreement and the individual Share Sales Notes (as defined below);

d. in order to facilitate an efficient process and coverage in the event of inaccuracies in the Sellers’ Warranties (as defined below), the Sellers and the Buyer have agreed that the Par-ties will arrange for a buyer-side warranty and indemnity insurance in the name of the Buyer, without the possibility of any recourse against the Sellers (except for (a) a Loss re-sulting from a Breach of one or more of the Sellers' Warranties in the nature of civil or criminal fines, but only to the extent that such fines are not legally insurable under Danish law; or (b) if there is fraud or wilful misconduct from the Sellers individually or jointly in which case the insurance will still be valid but there will be recourse against the Sellers), on the terms and conditions set forth in the W&I Insurance Policy; and

e. the Buyer and the Board Of Directors on behalf of the Sellers have participated jointly in the negotiation and drafting of this Agreement and agree that in the event of any ambigui-ty or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favouring or disfavouring any Party by virtue of the authorship of any provisions of this Agreement;

now it is hereby agreed as follows:

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Page 5 1 Definitions and interpretation 1.1 For the purposes of this Agreement, the following definitions apply:

“Accounting Principles” means the accounting policies, practices, and procedures of the Company set out in Schedule 1.1(a) as consistently applied by the Group;

“Accounts” means the audited financial statements of the Company (consolidating each of the Group Companies, if applicable) for the last three (3) financial years, including but not lim-ited to (i) audited Group consolidated annual report for 2017, (ii) audited Group consolidated semi-annual report for 1 January 2017 to 30 June 2017 and (iii) non-audited Group consolidated interim accounts for 1 January 2017 – 31 October 2017 (having been subject to a review by the Group's auditor);

“Accounts Date”

means 30 June 2017;

“Affiliate” means with respect to any Person, any other Person con-trolling, controlled by, or under common control with such Person, such control being determined in accordance with the term “koncern“ in Sections 6 and 7 of the Danish Companies Act (in Danish: “Selskabsloven”);

“Agreement” means this Agreement including the Schedules and all at-tachments hereto;

“Basket Amount” has the meaning as set out in Clause 14.3.7; “Board Of Directors” the Board of Directors of the Company as registered with

the Danish Business Authority (in Danish “Erhvervsstyrelsen”). The Sellers have by their signature on the Share Sales Notes authorised the Board Of Direc-tors to act on behalf of each Seller in connection with the negotiation and execution of this Agreement;

“Brasib Project Adjustment”

has the meaning as set out in Clause 3.3;

”Brasib Project Update” means (i) an updated progress status report (in Danish: “stadeopgørelse”), (ii) a budget follow-up and (iii) a well-founded estimate for completion of the “Brasib Project” prepared and signed by Johan Skovgård from Skovgård Agro Consulting and co-signed by the CEO and CFO of PPI;

“Breach” means any breach of the representations and warranties or

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Page 6 any covenant, agreement, or other failure to fulfil any obli-gation made in this Agreement by the Party in question;

“Bring Down of Disclo-sures”

means a review of the Sellers’ Warranties given at Closing with the Persons referred to in the definition of “Sellers’ Knowledge” immediately prior to the Closing Date to iden-tify any facts or circumstances constituting a Breach of any of the Sellers’ Warranties given at Closing;

“Business Day” means a day where banks are generally open for banking business in Denmark;

“Business Information” means any and all information related to the business ac-tivities carried out by the Company and the Group, in whatever form held, including without limitation, all know-how and records (whether or not confidential), for-mulas, designs, specifications, drawings, data, manuals, instructions, customer lists, sales information, business plans and forecasts, technical or other expertise, computer software, accounting and tax records, correspondence, or-ders and inquiries;

“Buyer” has the meaning set out in the recitals above;

“Buyer’s Knowledge” means the actual knowledge that those persons employed by the Buyer who have been involved in the transaction contemplated by this Agreement as well as the Buyer’s ad-visers involved in the transaction had at the Signing Date on the basis of (i) the content of this Agreement, or (ii) matters Disclosed;

“Buyer’s VP Deposit” means the Buyer’s VP Deposit where the Shares are to be transferred to;

“Buyer’s Warranties” means the warranties set out in Clause 13;

“Cap” has the meaning set out in Clause 14.3.8;

“Claim Notice”

has the meaning set out in Clause 14.1.2;

“Closing” means completion of the transactions contemplated by this Agreement as set out in Clause 9;

“Closing Date” means the date of Closing as set out in Clause 9.1;

“Closing Memorandum” means the memorandum setting out the actions and obli-gations of each of the Parties at Closing in accordance with

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Page 7 this Agreement, to be signed by the Board of Directors (on behalf of the Sellers) and the Buyer as documentation for the completion of the transaction to take place to effect Closing;

“Company” has the meaning set out in the recitals above;

“Confidential Information” has the meaning set out in Clause 19.1;

“Data Room” means the virtual data room established in connection with the transactions contemplated by the Agreement with High Q under the project name “Orson”;

“DKK” means Danish kroner, the lawful currency of the Kingdom of Denmark;

“Disclosed” means any and all matters, facts and circumstances which are fairly disclosed in writing in this Agreement or in the Data Room, including responses to requests and queries raised by the Buyer (or the Buyer's advisors). For the pur-poses of this definition, “fairly” means that a fact, circum-stance or matter shall be deemed "Disclosed" if it has been disclosed with sufficient particularity to enable a reasona-ble buyer to assess the importance of such matter, fact or circumstance;

“Due Diligence Documenta-tion”

means the information provided to the Buyer and its advi-sors in the Data Room as of the Signing Date as well as written responses to requests submitted by the Buyer or its advisors;

“Due Diligence Documenta-tion Index”

means the index of the information provided to the Buyer and its advisors in the Data Room as of the Signing Date enclosed as Schedule 10.2;

“Encumbrance” means any claim, charge, mortgage, pledge, lien, option, warrant, retention of title, right of pre-emption, right of first refusal or other third party right, security right or se-curity interest of any kind, or an agreement to create any of the foregoing;

“EUR” means the single currency of the member states of the Eu-ropean Communities that have adopted or will adopt the euro as their lawful currency under the legislation of the European Union for the European Monetary Union;

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Page 8 “Fundamental Warranties” means those of the Sellers’ Warranties set out in Clauses 1 (Corporate) and 2 (Capacity) of Schedule 12.1;

“Group”

means the Company and the Subsidiaries;

“Group Company”

means the Company or a Subsidiary;

“Information Technology” or “IT”

means computer hardware, software, networking hard-ware and related software, connecting media, and/or other information technology (whether embedded or otherwise) as well as all Intellectual Property used in or related there-to;

“Initial Purchase Price” Means a DKK amount corresponding to the Purchase Price less the Reserved Amount as described in Clause 4.1;

“Intellectual Property”

means all intellectual property rights, including, but not limited to, patents, patentable inventions, utility models, trademarks and service marks, rights in designs, trade or business names, domain names, copyrights, topography rights, rights in confidential know-how and confidential information, rights in databases (whether or not any of these are registered and including applications for regis-tration of any such right), rights under licences and con-sents in relation to any such right, and rights or forms of protection of a similar nature or having an equivalent or similar effect to any of these which may subsist anywhere in the world;

“Key Employees”

means the employees listed in Schedule 1.1(b) and “Key Employee” means each of them;

“Law(s)” means any Danish, EU, federal, national, state, provincial, local, or other law (including case law, administrative practice, and applicable legal principles) or regulation in any country or jurisdiction, and the regulations and orders issued there under;

”Lawsuits” means the lawsuits in Rumania involving Subsidiaries of

the Company as further described in Schedule 3.2;

“Leakage” means, except for Permitted Leakage, any of the following during the period from the Locked Box Date until the Closing Date: 1) any dividend, distribution, salary, fee, charge or

other compensation, including director's, manage-ment, advisory or professional fee or expense, or

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Page 9 other kind of payment (whether in cash or in kind, including any liability assumed, indemnified, in-creased or incurred, or benefit(s) having monetary or financial value granted by any Group Company (save for the Company) in favour of or for the bene-fit of) undertaken, declared, paid, made or agreed to be made by a Group Company (save for the Compa-ny) to or for the benefit of the Company, a Seller or any Affiliate of a Seller, whether against delivery of any assets or services or not;

2) any loan to the Company, a Seller or any Affiliate of

a Seller, or any payment of interest or principal in respect of any amount owed by a Group Company (save for the Company) to the Company, a Seller or any Affiliate of a Seller;

3) any other payment in respect of share capital, war-rants pursuant to the Warrant Programme, loan capital or other securities by any Group Company (save for the Company) to or for the benefit of the Company, a warrant holder under the Warrant Pro-gramme employed by a Group Company, a Seller or any Affiliate of a Seller, or any amount payable to or for the benefit of the Company, a Seller or any Affil-iate of a Seller on the repurchase, redemption, re-duction or cancellation of any shares, loans or other securities by a Group Company (save for the Com-pany);

4) the waiver, deferral, set-off or release by a Group Company (save for the Company) of any amount owed to a Group Company (save for the Company) by the Company, a Seller or any Affiliate of a Seller;

5) any payment made or liability incurred by a Group Company (save for the Company) relating to the Sellers' sale of the Shares (including any transaction cost, transaction or retention bonus for manage-ment or employees of the Group or other fee paya-ble in connection with such sale) or for the benefit of the Company, a Seller or any Affiliate of a Seller;

6) any payment of any Tax paid in connection with 1) to 5) above; and

7) any agreement or commitment by or on behalf of a

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Page 10 Group Company (save for the Company) to do any of the matters referred to in 1) to 6) above;

“Loan Agreements” means a (i) EUR 55,000,000 secured facilities agreement

dated 17 August 2017 for Premium Porc Group arranged by UniCredit Bank S.A. with UniCredit Bank S.A., acting as agent and as security agent and a (ii) EUR 15,838,340 Facility Agreement dated 5 September 2014 between Degaro SRL, as borrower, the Company and Premium Porc SRL, as guarantors, and UniCredit Bank Austria AG as lender;

“Locked Box Date” means 30 June 2017;

“Loss” means any direct and reasonably foreseeable (in Danish: adækvate) indirect loss suffered by a Party, recoverable under the laws of Denmark calculated pursuant to the provisions of this Agreement in respect of which such Par-ty has raised or may raise a claim for Breach;

“Lower Threshold” has the meaning as set out in Clause 14.3.6; “Management Accounts” means the unaudited consolidated accounts for the Group

prepared in accordance with the Accounting Principles by the management of the Company for the period 1 January 2017 through to the latest version which shall not be earli-er than 31 December 2017 (the Management Accounts to include the Brasib Project Update (as defined above), cop-ies of which are attached as Schedule 1.1(c);

“Material Adverse Change”

means any change, event, circumstance, condition, state of fact, development, or other matter which has had or could reasonably be expected to have a material adverse effect on the business, assets, financial condition, prospects, re-sult, or operations of the Company or the Group as a whole;

“Parties”/“Party”

means the Sellers (or the Board Of Directors acting on be-half of the Sellers) and the Buyer, and “Party” means ei-ther of them;

“Permitted Leakage” means the transactions specifically set out in Schedule 1.1(d);

“Person”

means an individual or an entity with its own legal per-sonality;

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Page 11 “PPI” means the Company’s Danish Subsidiary, Premium Pork International A/S, CVR no 37 87 50 58;

“Purchase Price”

means the purchase price for the Shares as set out in Clause 3.1;

”Purchase Price Increase” has the meaning set out in Clause 3.1. ”Reserved Amount” has the meaning set out in Clause 3.2. “Schedules”

means the Schedules (with all attachments) to this Agree-ment;

“Sellers”

means each of the Sellers listed in Schedule 1.1(e) having duly signed and executed a Share Sales Note (individually mentioned a “Seller”);

“Sellers’ Bank Account” has the meaning set out in Clause 4.1;

“Sellers’ Knowledge”

means (i) the actual knowledge of each of the Key Employ-ees, the members of the Company’s and the Subsidiaries’ respective board of directors and management boards, and professional advisers to the Company who have been in-volved in the preparation and negotiation of the transac-tion contemplated by this Agreement; and (ii) the knowledge which such Persons would have obtained after having made due inquiries with relevant employees of the Group;

”Sellers’ Specific

Indemnities”

has the meaning as set out in Clause 15;

“Sellers’ Warranties”

means the warranties set out in Schedule 12.1;

“Shareholders” means all current shareholders of the Company as listed in Schedule 1.1(f) and “Shareholder” means any one of them;

“Shares” means nominal DKK [amount] shares issued by the Com-

pany to be sold by the Sellers and listed in Schedule 1.1(e), which represent [number] % of the Company’s issued share capital;

“Share Sales Note” a share sales note for the sale of the shares owned by a Seller duly signed by a Seller and authorizing the Board of Directors to sign on behalf of such Seller any documents necessary to effect the transactions contemplated by this Agreement and to complete Closing;

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Page 12 “Share Exchange Agree-ment”

means the share exchange agreement (attached as Sched-ule 1.1(g)) between the Company and the Buyer regarding the Company’s subsequent acquisition of the Shares from the Buyer immediately after Closing (i.e. at the Closing Date) whereby the Buyer receives shares in PPI;

“Signing” means the signing of this Agreement by the Buyer and the Board Of Directors as set out in Clause 6 as well as each Sellers signing of the Share Sales Note, which regardless of the actual signature date is deemed to have occurred on the Signing Date;

“Signing Date” means the date on which the Buyer and the Board Of Di-

rectors sign the Agreement; “Subsidiaries”

means the Group Companies listed in Schedule 1.1(h) and “Subsidiary” means any one of them;

“Tax” or “Taxation” means any taxes and duties of whatever nature, including without limitation income taxes, corporate taxes, capital gains taxes, payroll taxes, VAT, labour market and other social contribution taxes and duties, including but not lim-ited to withholding taxes, real estate taxes, energy and en-vironmental taxes and duties, duties on salaries, contribu-tion to any labour market pension funds and/or special pension funds. Also included are any and all payments to be made from/to PPI to/from the Company, in its capacity as administration company, under the Danish joint taxation and all other taxes and duties of any kind payable by any Group Company or for which such Group Company may be held liable, and all penalties, sur-charges, levies, costs, and interests related hereto regard-less of whether such taxes, levies, duties, etc. are chargea-ble directly or primarily against, or attributable directly or primarily to a Group Company or any other person and regardless of whether any amount in respect to any of them is recoverable from any other person or entity;

“VAT” means the Tax imposed by any national legislation imple-menting the Sixth VAT Directive of the European Com-munity together with legislation supplemental thereto, or Taxes with similar effect for jurisdictions where the Sixth VAT Directive is not implemented (including jurisdictions where the sixth VAT Directive is not applicable). In rela-tion to Denmark, “VAT” specifically means the Tax im-posed by the Value Added Tax Act (in Danish: “Momslov-

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Page 13 en”) and legislation supplemental thereto. In relation to Rumania, “VAT” specifically means the Tax imposed by the Rumanian Fiscal Code (In Romanian: “Codul Fical”) and legislation supplemental thereto;

“Venturelli Farm” means the real estate properties located in Avrig, Sibiu County, composed of 12 plots of land with a total surface of approximately 131,000 sqm and buildings located thereon;

“VP Securities” means the Danish Security Center (in Danish “Værdi-papircentralen”). A central securities depository author-ised by the Danish Financial Supervisory Authority (in Danish “Finanstilsynet”) according to the Danish Securi-ties Trading Act;

“Warrant Programme” mean the Group’s warrant programme pursuant to which 11 employees have been granted in aggregate 467,460 warrants to subscribe for shares in the Company at a total price of DKK 1,707,324, CFO Morten Beider has been granted 600.000 warrants to subscribe for shares in the Company at a total price of DKK 2.190.000 and Group CEO Lars Vesten Drascher) has been granted in Aggregate6,439,195 warrants to subscribe for shares in the Company at a total price of DKK 11,412,021.;

“W&I Insurance” means the warranty and indemnity insurance with the Buyer as the insured and the W&I Insurer as the insurer as regards the liability for Breach of Sellers' Warranties;

“W&I Insurance Policy” means the insurance policy / policies governing the W&I Insurance;

“W&I Insurer” means Allied World; “Working Hours” means from 9.00 a.m. to 4.00 p.m. on a Business Day in

the country in question.

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Page 14 2 Sale and Purchase of the Shares 2.1 Subject to the terms and conditions of this Agreement, the Sellers hereby agree to sell and

deliver the Shares to the Buyer and the Buyer hereby undertakes to buy and take delivery of the Shares from the Sellers effective as of Closing.

2.2 The Shares are registered at VP Securities and thus, the sale of the Shares is registered there.

2.3 The Shares shall be delivered at Closing free and clear from any and all Encumbrances.

2.4 From Closing onwards, the Buyer is entitled to exercise all rights attached to or accruing to the Shares. These rights include, without limitation, voting rights and rights to receive all dividends, distributions, and any return of capital declared or made by the Company.

3 Purchase Price 3.1 The purchase price for the Shares shall be DKK [amount] corresponding to DKK 6.05 per

Share of nominal DKK 1 (the “Purchase Price”). If Closing has not been completed on 28 February 2018, the Purchase Price is to be increased by an amount equivalent to 0.25% of the Purchase Price per full calendar month as from 1 March 2018 and until Closing (the “Purchase Price Increase”).

3.2 The Parties have agreed that an amount of EUR 3,200,000 (the “Reserved Amount”) has been reserved in the assessment of the value of the Company. Notwithstanding anything to the contrary herein, and regardless of what has been Disclosed, the Reserved Amount shall serve as security and cover for any and all Losses, including but not limited to rea-sonable legal fees and other costs of defence, suffered by a Group Company or the Buyer (as the case may be) that arise directly or indirectly in relation to (i) Breach of the Funda-mental Warranties and (ii) the Sellers’ Specific Indemnities set out in Clause 15 including Lawsuits, and without applying the limitations and qualifications set out in Clauses 12 (Sellers’ Warranties) and 14 (Sellers’ obligation to indemnify). No further claims can be made towards the Sellers in respect of the Sellers’ Specific Indemnities. A claim by the Buyer for breach of Sellers’ Specific Indemnities will lapse and cease to exist 60 (sixty) months from the Closing Date. In respect of the Fundamental Warranties, please refer to Clause 14.5.2(b). Where a Loss in accordance with this Clause 3.2 occur after the Reserved Amount has been paid to the Sellers in accordance with Clause 3.3 the Buyer will only be able to file a claim towards each of the Sellers for an amount less than or equal to each Sellers’ cash payment in accordance with Clause 3.3. For the sake of good order it is out-lined that the Sellers cannot be held jointly and several liable for any such claim.

3.3 No later than forty five (45) Business Days after the later of either (i) final judgement has been delivered in the last of the Lawsuits or (ii) approval of the audited Group consolidat-ed annual report for the 2019 financial year, the Buyer must prepare and deliver to the Board Of Directors in writing a draft calculation of the Losses suffered by the Subsidiaries (if any) in connection with the matters set out in Clause 3.2. Some of the Lawsuits may as set out in Schedule 3.2 result in a gain. Such net gains shall be off set in the Losses. Fur-ther the gain (compared to book value) net of all costs and taxes of the sale of 928 hectare of land in Tg. Bujor as set out in Schedule 3.3 shall be set off in the Losses. The calculation of Losses cannot imply a positive amount to be added to the Reserved Amount. The Board

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Page 15 Of Directors shall as soon as possible and no later than thirty (30) Business Days from the submission by the Buyer provide notice to the Buyer if the Board Of Directors have any objections to such calculation. If the Losses suffered by the Subsidiaries amount to less than the Reserved Amount such surplus must be paid to the Sellers in accordance with Clause 4.

3.4 With reference to Clause 9.2(p), the Board Of Directors shall on behalf of the Sellers deliv-er or procure delivery of a Brasib Project Update as per Closing. If the revised CAPEX budget in the Brasib Project Update as per Closing shows an aggregated negative devia-tion in terms of CAPEX in excess of 10% compared to the original CAPEX budget as set out in the revised Brasib Business Case presented to the Buyer on 13 December 2017 and attached hereto as Schedule 3.4, the Parties agree that the Purchase Price shall be adjust-ed EUR for EUR – and without applying the limitations and qualifications set out in Clauses 12 (Sellers’ Warranties) and 14 (Sellers’ obligation to indemnify) - with an amount corresponding to the amount exceeding the 10% deviation (the “Brasib Project Adjust-ment”). For the sake of good order, the Parties agree that CAPEX in terms of this Clause 3.4 shall include land, building and all other investments needed to complete the Brasib project as set out in Schedule 3.4. The Sellers/Board Of Directors shall ensure that the Group's management is sufficiently intensified to fulfil the Brasib Business Case on time.

4 Payment of the Purchase Price 4.1 At Closing, the Buyer shall pay to the Sellers in cash:

the Purchase Price

plus the Purchase Price Increase (if any)

less the Brasib Project Adjustment (if any)

less the Reserved Amount

(the “Initial Purchase Price”)

4.2 The transfer of the Initial Purchase Price shall be carried out by the Buyer’s and each of the Sellers’ banks to the effect that the Initial Purchase Price is paid in exchange of trans-fer of the Shares to the Buyer’s VP Deposit.

4.3 The Buyer must arrange for his bank to contact each of the Seller’s banks in order to ar-range the performing of the transfer of Shares. The Sellers shall provide the Buyer with all such assistance and cooperation as may be required in order for the Buyer to arrange for and execute an immediate exchange of the Initial Purchase Price for the Shares at Closing.

5 Leakage 5.1 Except as required by the transactions contemplated by this Agreement, or with the Buy-

er’s prior written consent, the Sellers (i) represent and warrant that no Leakage has oc-curred from the Locked Box Date until the Signing Date, and (ii) undertake to procure that no Leakage will occur from the Signing Date until (and including) the Closing Date.

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Page 16 The Sellers undertake to procure that the Group’s auditor as part of the 2017 audit pre-pares a separate overview of all Leakage transactions made from the Subsidiaries to the Company.

6 Signing 6.1 At Signing the Board Of Directors shall (on behalf of the Sellers) deliver to the Buyer:

(a) copies of the duly signed Share Sales Notes by each of the Sellers;

(b) documentary evidence that that the board of directors of PPI has approved the transactions (involving transfer of shares in PPI to the Buyer) contemplated by the Share Exchange Agreement; and

(c) the reviewed Group consolidated interim accounts for 1 January 2017 – 31 October 2017.

6.2 At Signing the Buyer shall deliver to the Board Of Directors:

(a) documentary evidence from relevant corporate bodies of the Buyer authorising the Signing of this Agreement and the consummation of the necessary transactions un-der this Agreement;

(b) documentary evidence satisfactory to the Board Of Directors (acting reasonably) confirming the Buyer’s ability to pay Purchase Price when due; and

(c) documentary evidence that the W&I Insurance Policy has been taken out by the Buyer with effect as from the Signing Date, see Schedule 14.5.1.

7 Conduct of Business and Access 7.1 Except (i) as may be required by applicable Law, or (ii) as contemplated by this Agree-

ment, or (iii) as the Buyer may prior consent to in writing (such consent not to be unrea-sonably withheld or delayed), the Board Of Directors shall ensure that between the Sign-ing Date and the Closing Date, the Company and the Subsidiaries will carry on business in the ordinary course.

7.2 Subject to mandatory requirements between the Signing Date and the Closing Date, the Board of Directors shall ensure that neither the Company nor the Subsidiaries will (a) change their accounting methods, (b) revalue or divest their assets or write off debts other than in the ordinary course of business, nor will they (c) enter into or terminate any agreement with or for the benefit of a Seller or any Seller Affiliate except in the ordinary course of business, (d) postpone any investments and payments, (e) divest any shares in the Subsidiaries, (f) incur or accept to incur any significant capital expenditure not includ-ed in the Group's investment budgets or business plan included in the Due Diligence Doc-umentation or (g) authorise or declare any dividends or other distributions of capital to holders of share capital. The Board Of Directors shall ensure that between Signing and Closing, the Company and the Subsidiaries shall take all necessary and adequate actions to ensure that the Group fully complies with the upcoming May 2018 rules regarding col-

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Page 17 lection and processing of personal data. Further, the Group' management will continue its positive work on improving the Biosecurity standards on all farms including preparing and initiating actions to handle issues identified and recommendations made by Danvet International ApS.

7.3 The Board Of Directors shall ensure that the Buyer in the period between the Signing Date and the Closing Date receives (a) the same information about the Group (and at the same time) as the Board Of Directors, (b) monthly (unaudited) consolidated accounts for the Group prepared in accordance with the Accounting Principles by the management of the Company, (c) ongoing updates on the “Brasib” project, including updates on timing, budgeting and potential obstacles and (d) a 1-2 hours monthly meeting with the manage-ment of the Company and the chairman of the Board Of Directors. If the budgeting or tim-ing of the "Brasib" project materially deviates from the project plan, the Sellers shall dis-cuss and agree with the Buyer adequate measures in order to achieve satisfactory comple-tion of the project.

8 Conditions Precedent to Closing 8.1 The Buyer’s obligation to consummate the transactions contemplated by this Agreement

is subject to the following conditions precedent being satisfied (or waived by the Buyer, as applicable) on or before Closing:

(a) the Board Of Directors delivering the Share Exchange Agreement duly signed on behalf of the Company;

(b) the Board Of Directors delivering documentary evidence satisfactory to the Buyer that all IPPC permits expiring prior to the estimated Closing date and potential new IPPC permits being necessary to obtain prior to the estimated Closing date in order for the Group to conduct its business as contemplated in the (Disclosed) business plan have been renewed/and or obtained (and handed over by the local environ-mental authorities to the respective farms) on terms not less favourable or more re-strictive than the terms applying to the existing IPPC permits (save for changed terms due to the subsequent adoption of new Laws);

(c) the Board Of Directors delivering copies of the relevant letters issued by all compe-tent Romanian authorities, in a form satisfactory to the Buyer, attesting that there are no restitution claims pending in relation with the properties owned by the Ro-manian Companies;

(d) the Board Of Directors delivering documentary evidence satisfactory to the Buyer attesting that Premium Porc Sibiu was duly registered in the Land Books as owner of the Venturelli Farm;

(e) the Company and PPI having complied fully with all their obligations provided in this Agreement between the Signing Date and Closing;

(f) the Buyer's obligation to acquire shares in excess of 67% of the total shares, directly or indirectly, in PPI (and following consummation of the transactions set out in the

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Page 18 Share Exchange Agreement) is subject to the Buyer obtaining third party financing on terms which, in the Buyer's sole discretion, are considered satisfactory by the Buyer;

(g) the Board Of Directors delivering documentary evidence satisfactory to the Buyer (in the Buyer’s sole discretion) that the financing banks under the Loan Agreements have given their unqualified consent to the transactions contemplated by this Agreement;

(h) adoption of subsidiary arrangement satisfactory to the Buyer;

(i) no effective statute, rule, or regulation makes it illegal for the Buyer to consummate the transactions contemplated hereby; and

(j) no order, decree, or judgment prevents the Buyer from consummating the transac-tions contemplated hereby.

8.2 The Sellers’ obligation to consummate the transactions contemplated by this Agreement is subject to the following conditions precedent being satisfied (or waived by the Board of Directors, as applicable) on or before Closing:

(a) no effective statute, rule, or regulation makes it illegal for the Sellers to consum-mate the transactions contemplated hereby; and

(b) no order, decree, or judgment prevents the Sellers from consummating the transac-tions contemplated hereby.

8.3 Each Party shall use its best endeavours to fulfil or procure the fulfilment of the respective conditions precedent listed in Clause 8.1 and Clause 8.2, and shall notify the other Party immediately upon the satisfaction of all such conditions precedent.

8.4 Each Party shall provide the other Party with all such assistance and cooperation as may be reasonably required in connection with fulfilment of the conditions precedent listed in Clauses 8.1 and 8.2.

8.5 Each Party undertakes to disclose in writing to the other Party any circumstances, which will or may prevent any of the conditions listed in Clauses 8.1 or 8.2 from being satisfied on the Closing Date as soon as the Party becomes aware of such circumstances.

9 Closing 9.1 Closing shall be initiated at a meeting held at the offices of Accura Advokatpartnerselskab,

Tuborg Boulevard 1, 2900 Hellerup, Denmark, on [Date] 2018 when all of the conditions precedent listed in Clauses 8.1 and 8.2 have been satisfied (or waived in writing by the rel-evant Party). Closing will take place by the Sellers’ banks issuing a sell order in the VP Se-curities system and the Buyer’s bank issuing corresponding orders to purchase the Shares. Closing is completed when all of the closing deliveries listed in Clauses 9.2 and 9.3 have been satisfied (or waived in writing by the relevant Party).

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Page 19 9.2 At the meeting the Board Of Directors shall on behalf of the Sellers deliver or procure de-livery of the following to the Buyer:

(a) documentary evidence by way of extracts from the Trade Register that the Company is (directly or indirectly) the sole and legal owner of the shares of the Subsidiaries;

(b) documentary evidence satisfactory to the Buyer that the Subsidiaries have legal, valid and enforceable title over the following properties (i.e., lands and buildings and business related agricultural land): (i) Slobozia, Ciorasti commune, Vrancea county, (ii) Negreni village, Scornicesti commune, Olt county, (iii) Brasov, Vestem town, Sibiu county, (iv) Golesti commune, Vrancea county, (v) Sibioara village, Mihail Kogalniceanu, Constanta county, (vi) Fantanele commune, Constanta coun-ty, (vii) Salcia Tudor, Braila county, (viii) Avrig, Sibiu county, (ix) Feldioara, Brasov county and the barns leased by the Group Companies and located in Stilpu and Grebanu villages, Buzau county and Ianca, Braila county and any other properties related to the business;

(c) evidence that that the condition precedent set forth in clause 8.1(a) (Share Ex-change Agreement duly signed by the Company) has been satisfied;

(d) a list of Sellers who have duly signed the Share Sale Note listing (i) the Shares sold by each individual Seller and (ii) all contact details enabling Closing to take place;

(e) documentary evidence (i) that the Warrant Programme (save for the 6,439,195 war-rants held by Group CEO Lars Vesten Drescher; see Clause 9.2(f) below) has been settled in cash (in Danish: “differenceafregnet”) by the respective Group Company in which the warrant holders are employed, and (ii) that the Company has paid or assumed to pay the Warrant Programme settlement cost (net the tax value of the relevant deductible value (if any));

(f) documentary evidence (i) that Group CEO Lars Vesten Drescher has exercised his 6,439,195 warrants granted pursuant to the Warrant Programme by subscribing for 6,439,195 shares of nominal DKK 1 in the Company at a total price of DKK 11,412,021 and (ii) that such new shares have been duly registered in the VP Securi-ties system;

(g) documentary evidence satisfactory to the Buyer attesting that the Romanian Com-panies notified the transactions contemplated by this Agreement to the relevant en-vironmental protection agencies in Romania;

(h) documentary evidence satisfactory to the Buyer attesting that the Agency for Rural Development and Fishing Payments was notified on the transactions contemplated by this Agreement, in accordance with the financing agreement concluded by Dega-ro with the Agency for Rural Development and Fishing Payments dated 10 March 2014;

(i) copies of tax attestation certificates, valid as of Closing, provided by the Romanian

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Page 20 tax law (in Romanian: “Certificat de atestare fiscal”) issued for each Romanian Company by ANAF (in Romanian: “Agentia Nationala de Administrare Fiscala”), attesting that there are no outstanding debts owed by any Romanian Company to-wards the Romanian state’s budget;

(j) documentary evidence satisfactory to the Buyer that Degaro fulfilled all obligations arising under the financing agreement dated 10 March 2014, concluded with the Agency for Payments for Rural and Fishing Development under the Rural Devel-opment Programme;

(k) documentary evidence that written consents to the transactions contemplated by this Agreement and the Share Exchange Agreement have been obtained from each of Topdanmark Forsikring A/S and Tryg Forsikring A/S in order for the Group to continue to be covered post-Closing by the Group's (i) directors’ and officers’ liabil-ity insurance, (ii) business property and general liability insurance, and (iii) work-ers’ compensation insurance;

(l) a certificate evidencing the results of the Bring Down Disclosures;

(m) a DVD or flash-drive (USB key) (in sealed form or otherwise confirmed by High Q to be a true copy of the Due Diligence Documentation as of the Signing Date) con-taining a copy of the Due Diligence Documentation;

(n) documentary evidence that the Subsidiaries have registered in the relevant land registries the leases listed in Exhibit 8.1.1 (Property and Leases) to Schedule 12.1 (Sellers’ Warranties);

(o) documentary evidence that Asset Leasing IFN SA approved the lease between Con-sinterfin and Ferma Verom SRL until the expiry of its term; and

(p) a Brasib Project Update as per Closing.

9.3 At the meeting the Buyer shall deliver or procure to be delivered the following to the Board Of Directors:

(a) documentation to the effect that the Buyer have instructed the Buyer’s bank to ini-tiate the process of the transfer of the Initial Purchase Price in accordance with Clauses 4.1 and 4.2 to the Sellers’ bank accounts and the transfer of the Shares in the VP Securities system.

9.4 Closing is to be documented by a Closing Memorandum to be signed by the Board of Di-rectors (on behalf of the Sellers) and the Buyer as documentation for the completion of the transaction to take place to effect Closing. The Sellers shall provide the Buyer with a draft of the Closing Memorandum not later than eight (8) Business Days prior to the Closing Date.

9.5 The performance by the Parties of their respective obligations under Clauses 9.2 and 9.3

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Page 21 shall be deemed to have taken place simultaneously so that no action is deemed to have occurred and no document is deemed to have been delivered unless and until all other ac-tions have occurred and all other documents have been delivered. If Closing is not com-pleted none of the Parties performances pursuant to Clauses 9.2 and 9.3 shall be deemed to have taken place.

9.6 If the either the Sellers' obligations under Clause 9.2, or the Buyer’s obligations under Clause 9.3, as the case may be, are not complied with by the Closing Date, then the Sellers' or the Buyer, as applicable, may:

(a) waive any deliverable by the non-complying Party with the effect that Closing may occur; or

(b) defer Closing (so that the provisions of this Clause 9 will apply to the deferred Clos-ing);

(c) proceed to Closing as far as practicable (without limiting its rights under this Agreement as a consequence thereof) or

(d) submit a written notice of termination of this Agreement to the non-complying Par-ty, which will effectuate termination if the obligations have not been complied with within five (5) Business Days after the non-complying Party has received such writ-ten notice of termination.

With the necessary adjustments, this Clause 9.6 applies accordingly vis-à-vis non-satisfaction prior to Closing of one or more of the conditions precedent set out in Clauses 8.1 and 8.2, or in case the Buyer or the Board Of Directors become aware of any fact, which prevents any of these conditions being satisfied prior to Closing.

9.7 If a Party terminates this Agreement in accordance with Clause 9.6, all obligations of the Parties under this Agreement will end immediately, except for those expressly stated to continue without limitation in time and those set out in the Clauses 20 through 29. How-ever, for the avoidance of doubt, all rights and liabilities of the Parties which have accrued before termination will continue to exist. In case termination in accordance with Clause 9.6 is due to an event under the control of the other Party, the other Party shall reimburse to the terminating Party on demand an amount equal to all costs, expenses, and any rele-vant VAT incurred by the terminating Party and which would otherwise be payable by the terminating Party in accordance with Clause 24.

9.8 If Closing has not occurred on or before 30 September 2018, this Agreement may be ter-minated by either the Sellers or the Buyer by giving written notice of immediate termina-tion of the Agreement to the other Party, provided, however, that the right to terminate this Agreement pursuant to this Clause 9.8 shall not be available to any Party whose ac-tion or failure to act has been a principal cause of the failure of Closing to have occurred on or before the aforementioned date and such action or failure to act constitutes a breach of this Agreement.

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Page 22 10 Due Diligence 10.1 During the period 12 October 2017, through [date] January 2018, the Buyer and its legal,

commercial, technical, financial, accounting, tax and other advisers have conducted a thorough due diligence of the Group, including having (a) had access to documentation concerning or relevant for the Group and the business of the Group (the “Due Diligence Documentation”) provided in the Data Room and (b) participated in the management presentations, meetings, Q&A sessions and site visits as outlined in Schedule 10.1.

10.2 A Due Diligence Documentation Index is attached as Schedule 10.2.

11 Post Closing Tasks 11.1 Keeping of books and records

11.1.1 The Buyer shall ensure that each Group Company will keep such books and other business records that relate to the period prior to Closing at least to the extent and for the period prescribed by applicable Law. The Buyer shall further ensure that for such period each Group Company will allow the Board Of Directors and the Board Of Directors’ advisers, subject to appropriate confidentiality undertakings as required by the Buyer, reasonable access to such books and other business records to comply with any relevant law or regu-lations or in connection with the preparation and filing of Tax returns. Such access shall be within Working Hours, after reasonable prior notice to the Buyer and at no charge.

11.2 Further assurances 11.2.1 Subject to the terms and conditions of the Agreement, each Party undertakes to submit

such additional documentation, sign such supplementary statements, and take such other action as may be required for the proper consummation of the Agreement and the Trans-actions contemplated by the Share Exchange Agreement.

12 Sellers’ Warranties 12.1 By executing this Agreement, the Sellers have made the representations and warranties

set out in Schedule 12.1 (the “Sellers’ Warranties”) to the Buyer as of the date hereof and has undertaken to repeat each of the Sellers' Warranties as of the Closing Date. The Sellers’ Warranties, except for the Fundamental Warranties, are qualified in all respects by matters Disclosed and the Sellers shall not be liable to the Buyer for a Breach of any of the Sellers’ Warranties (other than Fundamental Warranties) to the extent that such Breach was within Buyer’s Knowledge as of Signing.

12.2 The Sellers’ Warranties are the Sellers’ complete representations and warranties regarding the Group and, consequently, the Buyer cannot rely on any implied warranties, represen-tations, assumptions etc. Notwithstanding anything to the contrary in this Agreement, the Sellers give no representation or warranty and accepts no liability whatsoever in respect of any matter which is, or may amount to, an opinion, budget, forecast, estimate, assessment or projection as to the future operation or profitability of the Group. Any such opinion, budget, forecast, estimate, assessment or projection provided to the Buyer during the due diligence or otherwise, have been provided by the Sellers in good faith.

12.3 In respect of Clause 5.2.3 of Schedule 12.1 (Sellers’ Warranties) and Clause 9.2(p), the

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Page 23 Board Of Directors shall, upon request from the Buyer, procure that Johan Skovgård be available for a verification and elaboration of the Brasib Project Update.

13 Buyer’s Warranties 13.1 By executing this Agreement, the Buyer has made the following representations and war-

ranties (the “Buyer’s Warranties”) to the Sellers as of the date hereof and has undertaken to repeat each of the Warranties (save for Clauses 13.1.3 and 13.1.5) as of Closing:

13.1.1 The Buyer has the corporate power and authority to enter into and perform its obligations under this Agreement. This Agreement and any other documents executed by the Buyer which are to be delivered at Closing will, when executed, constitute binding obligations on the Buyer and will be enforceable against the Buyer in accordance with their respective terms.

13.1.2 The execution of, entering into, performance of, and compliance with this Agreement and the consummation of the transactions contemplated hereby will not violate, conflict with, result in a breach of, or constitute a default under, any order, judgment, injunction award, or decree of any court or arbitrator or governmental board against or binding on the Buy-er or violate any statute, Law, or regulation applicable to the Buyer.

13.1.3 There are no actions, claims, other proceedings, or investigations pending or threatened against or involving the Buyer which, individually or in the aggregate, may affect the valid-ity or enforcement of this Agreement or prevent the Buyer from consummating the trans-actions contemplated hereby.

13.1.4 The Buyer is entering into this Agreement on its own behalf and not as agent, intermedi-ary, representative of, or otherwise on behalf of, any third party.

13.1.5 To the Buyer’s Knowledge, no matters, facts or circumstances exist, which render, or are likely to render any of the Sellers’ Warranties untrue or incorrect.

14 Sellers’ obligation to indemnify 14.1 General

14.1.1 Subject to the limitations of this Clause 14, the Sellers agree to indemnify the Buyer in ac-cordance with the general rules of Danish law from and against all Losses suffered or based upon any Breach by the Sellers. Only Losses which have been effectively sustained are subject to indemnification.

14.1.2 The Sellers shall be entitled, at the sole cost and expense of the Sellers, to remedy a Breach within 20 Business Days after receipt of the Buyer's notice of a claim if the matters or cir-cumstances constituting the basis for a Breach are reasonably capable of remedy, and the claim and the Breach will cease to exist in whole or in part, as the case may be, if the Sellers remedy the Breach in whole or in part, as the case may be, before expiry of this deadline.

14.1.3 The Buyer shall not be entitled to claim indemnification from the Sellers to the extent that

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Page 24 the Buyer’s Loss is attributable to matters, facts or circumstances within the Buyer’s Knowledge at the Signing Date or at the Closing Date, see Clause 12.1.

14.1.4 Each Seller shall be liable to repay to a Group Company (save for the Company) or reim-burse the Buyer, as the case may be, an amount equal to the amount of Leakage in respect of each Seller or any of its Affiliates. Any Leakage which do not concern any specific Seller or any of its Affiliates shall be repaid by the Sellers in proportion to each Seller's pro rata portion of the Purchase Price.

14.2 Claim Notice

14.2.1 The Sellers shall have no obligation to indemnify the Buyer's Loss in respect of a Breach unless the Buyer gives notice (the “Claim Notice”) to the Sellers (in accordance with Clause 25) within the timeframes set out in Clause 14.3.2. The Claim Notice must describe the asserted liability in reasonable detail, be accompanied by documentation necessary to support the claim, and indicate the size of the Loss (estimated if necessary).

14.2.2 If the Sellers cannot accept the claim, as notified to it by the Buyer, the Board Of Directors shall, within 30 (thirty) days from receipt of the Claim Notice, inform the Buyer accord-ingly in writing (in accordance with Clause 25). Such dispute is to be resolved by arbitra-tion proceedings in accordance with the provisions of Clause 28.

14.2.3 If the grounds for a claim arise as a result of, or in connection with, a claim by, or alleged liability to, a third party, the Sellers’ shall (through the Board Of Directors) be entitled to participate in the defence of any such third party claim and to employ separate counsel of its choice for such purpose at its own expense.

14.3 Limitations

14.3.1 A claim by the Buyer with respect to a Breach by the Sellers will lapse and cease to exist (i) if not notified to the Board Of Directors within 24 (twenty-four) months from the Closing Date, irrespective of whether such claim or the circumstances related to such claim was within the Buyer’s Knowledge prior to such date, except for claims for Leakage, where claims by the Buyer must be made no later than 18 (eighteen) months from the Closing Date

14.3.2 Notwithstanding the time limitations in Clause 14.3.1, any claim for Breach of the Funda-mental Warranties can be made until 84 (eighty-four) months from the Closing Date, however, only 60 (sixty) months from the Closing Date in relation a claim for Breach of the Fundamental Warranties in accordance with Clause 14.5.2(b). Any claim for Breach of the Sellers’ Warranties set out in Clause 13 (Tax) of Schedule 12.1 can be made until 3 (three) months after expiry of the applicable time limit barring the tax authorities from raising claims against a Group Company.

14.3.3 The amount of Losses of the Buyer is calculated on a DKK for DKK basis, and in no event shall any multiple or similar ratio be used in calculating the amount of Losses. However, for the avoidance of doubt, to the extent available under Danish law, the Buyer shall not

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Page 25 be prevented from applying ordinary or customary calculation methods to determine a Loss in the event of any recurring items.

14.3.4 When calculating a Loss of the Buyer due to a Breach by the Sellers, the following princi-ples apply to the calculation:

(a) the effect of any realised or actual imminent and calculable tax benefit or saving by the Buyer or any Group Company (save for the Company) within three (3) years of the relevant Breach shall be deducted;

(b) the amount of any compensation or other recovery (including, without limitation, any insurance proceeds) to which the Buyer or any Group Company (save for the Company) is entitled to shall be deducted. If the Sellers have settled a claim and the Buyer, or any Group Company (save for the Company), subsequently recovers any payment or compensation with respect to such claim, the Buyer shall immediately transfer to the Sellers the amount so recovered until the amount settled by the Sell-er has been reimbursed;

(c) the occurrence of or the increase of a Loss attributable to any change in the applica-ble Law, or any change in tax rates, or accounting principles adopted after the Sign-ing Date shall be disregarded;

(d) the occurrence of or increase of a Loss being the result of any act or omission after the Closing Date on the part of the Buyer, or any Group Company (save for the Company), or their respective directors, officers, employees or agents shall be dis-regarded; and

(e) in the event that a specific reserve has been established in the Accounts, only Losses incurred, which are in excess of such specific reserve, shall be included in the calcu-lation of a Loss.

14.3.5 The Buyer is under an obligation to mitigate the Losses in accordance with the general rules of Danish Law (in Danish: "tabsbegrænsningsforpligtelse").

14.3.6 The Sellers shall incur no liability in respect of any individual Loss suffered by the Buyer due to a Seller’s Breach, unless the amount of such individual Loss as finally determined exceeds an amount of DKK [●] (the “Lower Threshold”). Any claim less than the Lower Threshold shall, therefore, not be taken into account for the calculation of the Basket Amount, cf. Clause 14.3.7.

14.3.7 The Seller shall incur no liability in respect of Losses suffered by the Buyer due to a Breach, unless the aggregate amount of such Losses as finally determined exceeds an amount of DKK [●] (the “Basket Amount”), and the Sellers shall in such event, be liable only for the amount of Losses exceeding the Basket Amount.

14.3.8 In no event shall the aggregate indemnification payable by the Sellers in respect of any Loss related to a Breach exceed an amount of [●] (the “Cap”).

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Page 26 14.3.9 The Lower Threshold, the Basket Amount and the Cap shall not apply to any Breach of the Fundamental Warranties or to any Breach caused by fraud or wilful misconduct by a Sell-er, where the maximum aggregate indemnification claimable in no event shall exceed the Purchase Price.

14.3.10 Any payment by the Sellers to the Buyer pursuant to this Clause 14, shall be deemed an adjustment to the Purchase Price whereby the Purchase Price is decreased by the amount paid by the Sellers on a DKK for DKK basis.

14.4 Other remedies

14.4.1 Save as otherwise specifically set forth in this Agreement, including but not limited to the Sellers’ Specific Indemnities, the remedies provided in this Clause 14 are the exclusive remedies available to the Buyer with respect to any Breach by the Sellers. Subject to ter-mination in accordance with the terms of this Agreement, the Buyer is not entitled to re-scind the Agreement (in Danish: “hæve aftalen”) or claim for a proportionate reduction of the Purchase Price (in Danish: “forholdsmæssigt afslag”).

14.5 W&I Insurance

14.5.1 The Sellers and the Buyer have agreed that a representative and warranties insurance will be taken out in the name of the Buyer with the Insurer (the “W&I Insurance”). The W&I Insurance Policy is attached as Schedule 14.5.1.

14.5.2 Notwithstanding anything to the contrary in this Agreement, the Parties have agreed that the Buyer shall make any claim for compensation for a Loss resulting from a breach of the Sellers’ Warranties under the W&I Insurance only and in no event against the Sellers, ex-cept in case such claim is the consequence of:

(a) a Loss resulting from a Breach of one or more of the Sellers' Warranties in the na-ture of civil or criminal fines, in which case the Sellers shall indemnify the Buyer in accordance with the terms and conditions of this Agreement, but only to the extent that the Buyer has been unable to recover the relevant Loss under the W&I Insur-ance;

(b) a Breach by the Sellers of the Fundamental Warranties, in which case the Sellers shall indemnify the Buyer in accordance with the terms and conditions of this Agreement, including the time bar of sixty (60) months from the Closing Date in Clause 14.3.2, but only to the extent that the Buyer has been unable to recover the relevant Loss under the W&I Insurance and/or in the Reserved Amount;

(c) fraud or wilful misconduct by the Sellers on or prior to the Closing Date, in which case the Sellers shall indemnify the Buyer in accordance with the terms and condi-tions of this Agreement, but only to the extent the Buyer has been unable to recover the relevant Loss under the W&I Insurance; and

(d) a Loss resulting from a Breach of the Sellers' Warranties that has occurred after

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Page 27 Signing but prior to the Closing Date, to the extent a Breach occurring after Signing is not covered by the W&I Insurance Policy and the circumstances giving rise to such Breach was reasonably within the control of the Sellers or the Group.

14.5.3 The Buyer undertakes to ensure that the W&I Insurance provides that any provider of in-surance thereunder or any other parties deriving rights under the W&I Insurance shall not raise any claim against any of the Sellers in respect of or as a result of payments made un-der the W&I Insurance, except if the relevant claim arose as a consequence of fraud or wil-ful misconduct by a Seller.

14.5.4 For the avoidance of doubt and subject to Clause 14.5.2 the Buyer shall have no claim or recourse against the Sellers for a breach of any of the Sellers’ Warranties that may be ex-cluded from coverage under the W&I Insurance on the account of the content of the Bring Down of Disclosures.

14.5.5 The Parties have agreed that the insurance costs relating to the W&I Insurance shall be paid by the Buyer.

15 Sellers’ Specific Indemnities 15.1 With reference to Clause 3.2 above, the Reserved Amount shall serve as security and cover

for any and all Losses, including but not limited to reasonable legal fees and other costs of defence, suffered by a Group Company or the Buyer (as the case may be) that arise directly or indirectly in relation to:

15.1.1 Any liability for Taxes of the Group with respect to Taxes in Denmark, Romania and else-where abroad for the period ending on or prior to Closing to the extent such Taxes have not been provided for in the Accounts;

15.1.2 Any Leakage suffered or based upon any Breach of Clause 5 (Leakage);

15.1.3 Any breaches of the applicable Law at the execution of the previous share assignment agreements for the sale of shares of the Subsidiaries at nominal value;

15.1.4 The breach of the applicable Law at the execution of the sale and purchase agreements concluded on 6 April 2017 between Salcia Tudor commune (acting as seller) and Sabsuin, Olsuin and Gulsuin (each acting as buyer), respectively;

15.1.5 Any litigations between a Subsidiary and the Agency for Payments and Intervention in Ag-riculture (in Romanian: “Agentia pentru Plati si Interventii in Agricultura”);

15.1.6 The expiry of Premium Porc Negreni's integrated environmental permit and any and all litigations and disputes in this respect (including regarding the suspension of Premium Porc Negreni's activities);

15.1.7 The work accident occurred in Sibioara whereby Mr Ionut – Lucian Husanu, an employee of Premium Porc Feed, lost his life;

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Page 28 15.1.8 (i) any contamination and pollution on properties owned by a third party or currently or previously owned by a Group Company, (ii) any failure to observe applicable Laws con-cerning the health and safety at work, (iii) the Group Companies not obtaining any and all environmental authorizations, licenses, endorsements, permits, and/or consents which are required by the applicable legislation or requested by any public authority for or in connection with the operation of their business, and (iv) the failure of a Group Company to observe the restrictions and/or obligations for the construction of the farms and/or for the operation of its business. For this Clause 15.1.8, a Loss shall for the avoidance of doubt include (but not be limited to) any and all cost and expenses related to clean-up of such contamination and pollution, any and all loss of value of involved properties and any and all loss of revenue caused by a property having to be taken out of operation; and

15.1.9 The lawsuits

15.2 The limitations and qualifications set out in Clauses 12 (Sellers’ Warranties) and 14 (Sellers’ obligation to indemnify) shall not apply to claims raised in respect of the Sellers’ Specific Indemnities. However, the principles set out in clause 14.3.4 and14.3.5 shall apply to calculation of any Losses due to the Specific Indemnities.

16 Buyer’s obligation to indemnify 16.1 The Buyer shall indemnify and hold the Sellers harmless against any loss actually suffered

or incurred by the Sellers arising out of or resulting from any Breach by the Buyer of this Agreement.

17 Cessation of joint taxation 17.1 From 14 July 2016 (the incorporation date of PPI) PPI has been subject to mandatory

joint taxation with the Company. The Parties agree to comply with the procedure set out in Schedule 17.1 in connection with the termination of PPI’s participation in the joint taxa-tion scheme upon closing of the transactions contemplated by the Share Exchange Agreement.

18 Announcements 18.1 The Parties shall jointly prepare a press release and information to the employees of the

Group concerning this Agreement and the transactions contemplated hereby to be re-leased once Closing has been completed, or at such other date as agreed between the Board Of Directors and the Buyer.

18.2 Any information concerning this Agreement and the transactions contemplated hereby to other parties than employees, including customers and other business connections of the Group, to be issued by each of the Buyer, the Company and the Sellers, respectively, is to be agreed between the Parties and released in a coordinated manner.

19 Confidentiality 19.1 The Parties shall treat as confidential all information obtained as a result of entering into

or performing this Agreement which relates to:

(a) the provisions of this Agreement;

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Page 29 (b) the negotiations relating to this Agreement;

(c) the subject-matter of this Agreement, including Business Information; and

(d) the other Party;

(the “Confidential Information”)

and shall abstain from using and from disclosing any such Confidential Information to any third party.

19.2 Notwithstanding Clause 19.1, either Party may disclose Confidential Information:

(a) if and to the extent required by Law or for the purpose of any judicial proceedings between the Parties;

(b) if and to the extent required by any securities exchange, regulatory or governmental body to which that Party is subject or submits, wherever situated, whether or not the requirement for information has the force of Law;

(c) to its professional advisers, auditors, insurers, and bankers or prospective financing sources, its direct or indirect investors, co-investors together with their directors, officers, advisers or agents who are, in each case, subject to a duty of confidentiality to the disclosing party and who are made aware of the confidential nature of the in-formation disclosed;

(d) if and to the extent the Confidential Information has come into the public domain through no fault of that Party;

(e) if and to the extent the Party to whom the Confidential Information relates gives prior written consent to the disclosure;

(f) in respect of the Buyer, to any other of the Buyer’s Affiliates;

(g) if and to the extent required for the purpose of any arbitration pursuant to Clause 28.

Any information to be disclosed pursuant to paragraphs (a) or (b) shall be disclosed only after notice to the other Party and only to the extent required or necessary.

20 Entire Agreement 20.1 This Agreement and any other documents referred to in this Agreement or drawn up in

order to carry out the transaction contemplated hereby, as amended from time to time in accordance with Clause 23, constitute the whole and only agreement between the Parties relating to the transactions contemplated hereby.

21 Remedies and Waivers

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Page 30 21.1 No delay or omission by any Party to this Agreement in exercising any right, power, or remedy provided by Law or under this Agreement or any other documents referred to in it (a) affect that right, power, or remedy; or (b) operate as a waiver thereof, except as specifi-cally set out in this Agreement.

21.2 The single or partial exercise of any right, power, or remedy provided by Law or under this Agreement does not preclude any other or further exercise of it or the exercise of any oth-er right, power, or remedy.

21.3 The rights, powers and remedies provided in this Agreement are cumulative and do not exclude any rights, powers, and remedies provided by Law.

22 No Assignment 22.1 Neither this Agreement nor any rights according to this Agreement are assignable by ei-

ther of the Parties, except that the Buyer is entitled to assign any of its rights under the Agreement to its financing banks or co-investors.

23 Amendments 23.1 This Agreement may only be amended in writing signed by each of the Parties.

24 Costs and Expenses 24.1 Each Party shall pay its own costs and expenses in relation to the negotiations leading up

to the Agreement, in addition to the preparation, execution, and effectuation of this Agreement and other agreements referred to hereby. Notwithstanding the foregoing, the Parties have agreed that costs and expenses related to (i) the Sellers obtaining waiver statements from the financing banks under the Loan Agreements, (ii) the Group's auditors preparing the audited Group consolidated semi-annual report for 1 January 2017 to 30 June 2017 and the non-audited Group consolidated interim accounts for 1 January 2017 to 31 October 2017 (subject to a review by the Group's auditor) and (iii) local Rumanian legal assistance in answering question in connection with the Buyer's due diligence pro-cess and consummating Closing (such costs however not to exceed EUR 25,000) shall be paid by PPI without any adjustment of the Purchase Price.

25 Notices 25.1 Every communication and notice to be made under this Agreement must be made in writ-

ing and sent by registered mail or email to a Party at the address or email address and for the attention of the individual as set out below:

to the Sellers: DCH International A/S Dannevirkevej 6 DK-7000 Fredericia Denmark email: torben@torbensvejgaard.dk for the attention of Torben Svejgård

with a copy to: Gorrissen Federspiel Advokatpartnerselskab

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Page 31 Silkeborgvej 2 DK-8000 Aarhus C Denmark email: bho@gorrissenfederspiel.com

for the attention of Partner Bo Holse

to the Buyer: Bidco af 28.04.2017 A/S c/o Polaris Management

Malmøgade 3 DK-2100 Copenhagen Ø email: rg@polaris.equity.dk

for the attention of Rune Lillie Gornitzka

with a copy to:

Accura advokatpartnerselskab Tuborg Boulevard 1 DK-2900 Hellerup Denmark email: jacob.vinther@accura.dk for the attention of Partner Jacob Vinther

or to such other person, address or email address which either Party may in writing notify to the other Parties in accordance with this Clause 25.

26 Invalidity 26.1 The provisions of this Agreement are independent and separable from each other. If at

any time any provision of this Agreement is or becomes illegal or unenforceable in any re-spect under the Law of any jurisdiction, this does not affect or impair:

(a) the legality, validity, or enforceability in that jurisdiction of any other provision of this Agreement; nor

(b) the legality, validity, or enforceability under the Law of in any other jurisdiction of that or any other provision of this Agreement.

If one or more of the provisions of this Agreement are held to be illegal or unenforceable or in any other way contrary to the Law of any jurisdiction, the Parties agree to use their best endeavours to negotiate a legally valid replacement to the offending provision(s). In case the Parties cannot agree on such negotiation, the offending provision(s) must be amended in such way as may be necessary in accordance with the Law of the relevant ju-risdiction in a manner which maintains the contents of such provisions as closely as pos-sible to the contents thereof originally intended by the Parties.

27 Governing Law 27.1 This Agreement and any dispute or claim arising out of or in connection with the Agree-

ment, is governed by and construed in accordance with the Laws of the Kingdom of Den-

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Page 32 mark and disregarding its rules on choice of Law.

28 Arbitration 28.1 Any dispute or claim arising out of or in connection with this Agreement, including any

dispute concerning the existence, breach, termination, or invalidity thereof, is to be settled by arbitration in accordance with the Rules of Procedure of the Danish Institute of Arbi-tration (Danish Arbitration) as applicable and adopted by the Danish Institute of Arbitra-tion at the time when such arbitration proceedings are commenced.

28.2 The arbitration tribunal is to be composed of three (3) arbitrators.

28.3 The Buyer shall appoint one (1) arbitrator, the Sellers shall jointly appoint one (1) arbitra-tor and the Institute shall appoint a third arbitrator who shall be the Chairman of the arbi-tration tribunal. If a Party has not appointed an arbitrator within thirty (30) days of hav-ing requested or received Notice of the arbitration, such arbitrator shall be appointed by the Institute.

28.4 The place of arbitration will be Copenhagen.

28.5 The language(s) of the arbitration will be English.

29 Copies 29.1 This Agreement is to be signed in 2 counterparts. The Parties are each to receive one orig-

inal copy.

Signature page to follow

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Page 33

Signed in [place], [date]

For and on behalf of the Sellers:

__________________________ __________________________

For and on behalf of the Buyer:

__________________________