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SCHEDULE 1

1. INTERESTS IN THE COMPANY

My “interests” (as defined in Part 22 of the Companies Act 2006) (including those of myself and members of my immediate family, related trusts and connected persons) in the securities (including securities convertible thereto, rights to subscribe therefor, options (including traded options) in respect thereof and derivatives referenced thereto) of the Company on the date hereof are as stated below:

No. and class of security

Registered Holder

Beneficial Owner

Options (including number of shares under option, the exercise period, exercise price and date of grant)

Derivatives (including details of underlying security, maturity date and reference price)

6,469,120 ordinary shares

The Bank of New York (Nominees) Limited

Bart Campbell

n/a n/a

2. COMMITTED SHARES

The details of the Committed Shares are as follows:

Name of registered holder Name of beneficial owner

No. and class of Committed Shares

The Bank of New York

(Nominees) Limited

Bart Campbell 6,469,120 ordinary shares

3. LTIP

The details of my TLAA LTIP Shares are as follows:

Name of registered holder Name of beneficial owner

No. of TLAA LTIP Shares

The Bank of New York

(Nominees) Limited

Bart Campbell 5,839,128

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4. INTERESTS IN THE OFFEROR

My “interests” (as defined in the Code and in Part 22 of the Companies Act 2006 and related regulations) (including those of myself, members of my immediate family, related trusts and connected persons) in the securities (including securities convertible thereto, rights to subscribe therefor, options (including traded options) in respect thereof and derivatives referenced thereto) of Offeror on the date hereof are as stated below:

Class of security

Registered Holder

Beneficial Owner

Options (including number of shares under option, exercise period, exercise price and date of grant)

Derivatives (including details of underlying security, maturity date and reference price)

n/a n/a n/a n/a n/a

5. DEALINGS IN RELEVANT SECURITIES OF THE COMPANY

The “dealings” (as defined in the Code) in respect of any interests in the Company (as defined in paragraph 1 above) during the period between the start of the offer period and the latest date prior to the publication of the Press Announcement are as stated below:

Date Party Nature of transaction

Number of securities (registered or beneficial)

Price per security (p)

n/a n/a n/a n/a n/a

6. DEALINGS IN RELEVANT SECURITIES OF THE OFFEROR

The “dealings” (as defined in the Code) in respect of any interests in the Offeror (as defined in paragraph 4 above) during the period between the start of the offer period and the latest date prior to the publication of the Press Announcement are as stated below:

Date Party Nature of transaction

Number of securities

(registered or beneficial)

Price per security

(p)

n/a n/a n/a n/a n/a

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SCHEDULE 2 FORM OF LOCK-UP AGREEMENT

This lock-up agreement (the “Agreement”) is made on ___________________ between: (1) BART CAMPBELL of ____________________________________

(the “Restricted Party”); and

(2) ATLANTIC ALLIANCE PARTNERSHIP CORP., a limited liability company incorporated in the British Virgin Islands with registered number 1858780 whose registered office is at Nemours Chambers, Road Town, Tortola, British Virgin Islands (the “Offeror”).

1. RESTRICTIONS The Restricted Party hereby severally agrees with the Offeror that, except as provided below, during the period of 12 months from and including the date on which the Offer becomes effective (the “Restricted Period”), he will not directly or indirectly effect any Disposal (as such term is defined below) of the shares in the Offeror to be received by him pursuant to the Offer becoming effective but excluding that number of such shares in the Offeror received by him in respect of 1,333,334 ordinary shares of 2 pence each held by him in the Company (the “AAPC Shares”). “Business Days” means any day (other than a Saturday, Sunday, public or bank holiday) on which banks are generally open for business in London (other than solely for settlement and trading in Euro). “Disposal” includes any offer, sale, contract to sell, grant or sale of options over, purchase of any option or contract to sell, transfer, charge, pledge, grant of any right or warrant to purchase or otherwise transfer, lend, or dispose of, directly or indirectly, any AAPC Shares or the entry into of any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of AAPC Shares, whether any such transaction described above is to be settled by delivery of AAPC Shares or such other securities, in cash or otherwise or any other disposal or agreement to dispose of any AAPC Shares or any announcement or other publication of the intention to do any of the foregoing and “dispose” shall be construed accordingly.

2. EXCEPTIONS

The restriction contained in clause 1 of this Agreement shall not apply to any of the following: 2.1 any Disposal notified in writing in advance to the Offeror and to which the Offeror

gives its prior consent in writing (such consent not to be unreasonably withheld or delayed);

2.2 (i) an acceptance of a general offer for the ordinary share capital of the Offeror (or

any part of it) made in accordance with any laws or regulations applicable to the Offeror; or (ii) the provision of an irrevocable undertaking to accept such an offer; or

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(iii) a sale of AAPC Shares to an offeror or potential offeror during the currency of any offer period;

2.3 any Disposal of AAPC Shares pursuant to a formal scheme of reconstruction entered

into by the Offeror in order to pay its debts; 2.4 if applicable, any Disposal of AAPC Shares pursuant to a compromise or arrangement

between the Offeror, its members and/or its creditors providing for the acquisition by any person (or group of persons acting together, either directly or indirectly) of 50 per cent. or more of the ordinary share capital of the Offeror;

2.5 any Disposal by way of gift:

(i) by the Restricted Party to his spouse, parent, widow, widower, cohabitee, adult

sibling, child or grandchild (including such child or grandchild by adoption or step child) (such persons being “Family Members”);

(ii) by the Restricted Party to any person or persons acting in the capacity of

trustee or trustees of a trust created by the Restricted Party or, upon any change of trustees of a trust so created, to the new trustee or trustees, provided that the trust is established for charitable purposes only or there are no persons beneficially interested under the trust other than the Restricted Party and their Family Members; or

(iii) by the trustee or trustees of a trust to which clause 2.5(ii) applies to any person

beneficially interested under that trust; or (iv) by one nominee holder to another nominee holder for the same beneficial

owner, provided that, prior to the making of any such Disposal, the Restricted Party shall have satisfied the Offeror that the transferee falls within one of the categories in (i) to (ii) above;

2.6 any Disposal pursuant to any offer by the Offeror to purchase its own ordinary shares

which is made on identical terms to all holders of ordinary shares in the Offeror; 2.7 any Disposal required by law or by any regulatory authority to which the Offeror

submits; 2.8 any Disposal of AAPC Shares in accordance with any order made by a court of

competent jurisdiction; 2.9 any Disposal to or by the Restricted Party’s personal representatives in the event of

the Restricted Party’s death during the Restricted Period; and

2.10 any Disposal required to fund payment of any federal, local or state taxes of any kind which may arise as a result of the receipt by the Restricted Party of shares in the Offeror pursuant to the Offer,

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provided that:

(a) any transfer to personal representatives pursuant to paragraph 2.9 shall be notified to the Offeror as soon as reasonably practicable after such transfer; and

(b) any Disposal pursuant to clause 2.1 (insofar as it relates to a sale by the

personal representatives only) will take into account reasonable requirements of the Offeror so as to ensure an orderly market in the Offeror’s listed securities.

3. NOTICES

3.1 Any notice, consent, request, demand, approval or other communication to be given or made under or in connection with this agreement (each a "Notice" for the purposes of this Clause) shall be in English, in writing and signed by or on behalf of the person giving it and any Notice under or in connection with this agreement shall be delivered:

(i) in the case of the Restricted Party to:

Address: __________________________________________________

(ii) in the case of the Offeror to:

Address: __________________________________________________

(or to its registered office from time to time)

marked "For the Urgent Attention of the Company Secretary"

or transmitted by registered mail or by airmail in each case to the address and marked as set out above.

3.2 Any such Notice shall be effected by one of the following methods and shall be deemed to have been served as follows:

(i) by hand to the relevant address set out in clause 3.1 and shall be deemed served on delivery if delivered between 9.00 a.m. and 5.00 p.m. on a day (other than a Saturday or a Sunday or a public holiday) on which banks are generally open to transact a full range of normal banking transactions in London (a "Business Day") and, if delivered outside such hours, at the time when such hours re-commence on the first Business Day following delivery;

(ii) by prepaid first-class post to the relevant address set out in Clause 3 and shall be deemed served on the second Business Day after the day on which it was posted; or

(iii) if sent by pre-paid airmail to an address outside the country from which it is sent, at 9.00 am on the fifth Business Day after posting.

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3.3 Subject to clause 3.2, in proving such service it shall be sufficient to prove that the notice or correspondence was properly addressed and left at or posted by registered mail or by airmail to the place to which it was so addressed.

3.4 A party may notify any other party to this agreement of a change to its name, the person for whose attention any Notice should be marked or its address for the purposes of this clause 3, provided that such Notice shall only be effective on:

(i) the date specified in the notice as the date on which such change is to occur; or

(ii) if no such date is specified or the date specified is less than five Business Days after the date on which notice is given, the date which is five Business Days after the date on which the Notice of the change is given.

3.5 For the avoidance of doubt, any Notice given under this agreement shall not be validly served if sent by e-mail.

4. GENERAL

4.1 If any term or provision in this agreement shall be held to be illegal or unenforceable, in whole or in part, under any enactment or rule of law, such term or provision or part shall to that extent be deemed not to form part of this agreement but the enforceability of the remainder of this agreement shall not be affected.

4.2 This agreement may be signed in any number of counterparts, each of which, when signed and delivered, shall be an original, but all the counterparts shall together constitute one and the same instrument.

4.3 No party shall be entitled to assign, transfer or create any trust in respect of the benefit or burden of any provisions of the deed (or any of the documents referred to therein) without the prior written consent of the other party.

4.4 This agreement does not create any right enforceable by any person who is not a party, except that a person who is the permitted successor to or assignee of the rights of a party is deemed to be a party to this agreement and the rights of such successor or assignee shall, subject to and upon any succession or assignment permitted by this agreement, be regulated by the terms of this agreement.

4.5 No variation of this agreement shall be effective unless made in writing and signed: (i) on behalf of the Offeror by any person occupying the post of director of the

Offeror at the date of such variation; and (ii) by the Restricted Party or his duly appointed nominee.

4.6 No waiver of any term, provision or condition of this deed shall be effective except to the extent made in writing and signed by the waiving party.

4.7 This agreement shall be governed by and construed in accordance with the laws of England and the parties submit to the exclusive jurisdiction of the English Courts.

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IN WITNESS whereof this agreement has been executed and delivered as a deed on the date first above written.

Signed as a deed by BART CAMPBELL in the presence of:

) ) )

Signature of witness: ………………………………………………

Name of witness: ………………………………………………

Address of witness: ………………………………………………

………………………………………………

Occupation of witness: ………………………………………………

Signed as a deed by ATLANTIC ALLIANCE PARTNERSHIP CORP., a company incorporated in the British Virgin Islands, by _________________ and ______________________, being persons whom, in accordance with the laws of that territory, are acting under the authority of the company

) ) ) ) ) ) ) ) )

……………………………………………… Authorised Signatory

) )

……………………………………………… Authorised Signatory

233313.6

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