BRISAMAR LOGISTICS SA

Polígono Industrial Los Almendros, Calle del Almendro 14, 46988 Paterna (Valencia), Spain

BY E-MAIL AND RECORDED DELIVERY

Tidewell Fabrication Ltd Unit 4, Kestrel Quay Industrial Estate Southampton ZZ1 4BL United Kingdom

For the attention of Ms Priya Nair, Project Manager, and Mr Daniel Mercer, Managing Director

2 May 2025

Our ref: NWL-VAL-2024-07 / LEGAL-0193

NOTICE OF TERMINATION — Supply and Installation Agreement dated 4 November 2024 as amended and restated on 20 January 2025 (the "Agreement")

Dear Sirs,

1. We refer to the Agreement and to the re-baselined Milestone Dates agreed in Amendment No. 1, under which Tidewell Fabrication Ltd ("Tidewell") undertook to achieve Mechanical Completion by 21 March 2025 and Practical Completion by 25 April 2025.

2. Practical Completion has not been achieved. As at today's date the Acceptance Tests under Schedule 4 have not been run, the sorter in Bay 3 is not complete between grid lines C4 and C7, and Brisamar's distribution centre cannot go live on 5 May 2025 as planned. Tidewell's own progress report 11 dated 25 April 2025 forecasts Practical Completion no earlier than 29 May 2025.

3. Tidewell's failure to achieve Practical Completion by the Milestone Date, time being of the essence under clause 4.4, is a material breach of the Agreement. Brisamar does not accept that Tidewell is entitled to any extension of time. Brisamar's own survey shows the Bay 3 slab within tolerance, and Tidewell was in any event instructed on 24 February 2025 to proceed. The permanent power supply was available from 18 March 2025, well before Tidewell was in a position to commission.

4. Brisamar hereby terminates the Agreement with immediate effect pursuant to clause 12.1.

5. Brisamar claims liquidated damages under clause 10.1 at 0.5% of the Contract Price per week from 21 March 2025, the date on which Mechanical Completion should have been achieved and from which Brisamar's losses began to accrue, to the date of this letter, being seven weeks: €45,080. Brisamar reserves the right to claim further liquidated damages up to the cap in clause 10.2 and all other losses arising from Tidewell's breach, including the cost of engaging a replacement contractor to complete the System.

6. Pursuant to clause 3.5, Brisamar gives notice that it withholds payment of Tidewell's invoice 0417 dated 24 March 2025 in the sum of €257,600 in full, on the grounds that Mechanical Completion was not achieved and that Brisamar's liquidated damages and other claims exceed that sum.

7. Tidewell is required to remove its personnel, tools and plant from the Site and to leave the Site in a safe condition by 9 May 2025. All Equipment delivered to the Site, title to which has passed under clause 7.2, is to remain on Site. Brisamar will arrange a joint inspection of the Site on 8 May 2025 at 10:00.

8. Tidewell is to deliver to Brisamar by 9 May 2025 all design documentation, PLC source code, SCADA configuration and as-built drawings in its or Velden Controls BV's possession, which Brisamar requires to complete the System.

9. This letter is sent without prejudice to Brisamar's rights under the Agreement and at law, all of which are expressly reserved, including the right to recover the cost of completion from Tidewell.

Yours faithfully,

Lucía Ortega Project Director, Brisamar Logistics SA

cc: Brisamar Logistics (UK) Ltd, 22 Saltmarsh Wharf, Tilbury ZZ10 7BA (agent for service)
