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Claim No:  CFI 016/2016

          THE DUBAI INTERNATIONAL FINANCIAL CENTRE COURTS

IN THE COURT OF FIRST INSTANCE

BETWEEN

RASMALA INVESTMENTS HOLDINGS LIMITED

                                                                                                                                   Claimant

and

AMER SAAD FAWZI AL KHAYYAT

Defendant

 CONSENT ORDER

UPON the Claimant and the Defendant agreeing to the terms set out hereto

IT IS HEREBY ORDERED BY CONSENT THAT:

1.The Order of Justice Sir Richard Field dated 16 May 2016 against the Defendant is varied for the sole purpose of allowing the Parties to complete the transactions documented in the Framework Agreement dated on or around 19 October 2016 (the "Framework Agreement") between the Defendant, the Claimant (now known as Rasmala Holdings Limited, "Rasmala") and Madaares Sell-Down Vehicle and the related Escrow Agreement dated on or around the same date. In this respect alone, the Defendant shall be allowed to whether by himself, for and on behalf of Madaares Sell-Down Vehicle, any of its shareholders or otherwise howsoever (1) redeem his or any other shareholder's shares in Madaares Sell-Down Vehicle, a company incorporated under the laws of the Cayman Islands; and (2) sell or otherwise dispose of all or any of the shares held by Madaares Sell-Down Vehicle in Madaares PJSC (a private joint stock company incorporated under the laws of the UAE) to Mr. Ahmad Saad Fawzi Al Khayyat and/or Al Mal Capital PSC and/or to any person nominated pursuant to clause 2.10 of the Framework Agreement by: (i) Rasmala; or (ii) any other shareholder of Madaares Sell-Down Vehicle (provided that the requirements of clause 2.10 are satisfied), whether on his own behalf, for and on behalf of Madaares Sell-Down Vehicle or any shareholder of Madaares Sell-Down Vehicle or otherwise (and whether in his role as director and/or shareholder of Madaares Sell-Down Vehicle or otherwise) in each case subject to and in accordance with the terms of the Framework Agreement in each case subject to and in accordance with the terms of the Framework Agreement.

2. Each party shall bear its own costs.

Issued by:

Natasha Bakirci

Assistant Registrar

Date:10 November 2016

At: 1pm