Common use of Completion Clause in Contracts

Completion. 4.1 Completion shall take place forthwith on execution and exchange of this Agreement at the offices of Maxwell Batley 27 Chancery Lane London WC2. 4.2 Upon Completio▇ ▇▇▇ ▇▇▇▇▇▇ ▇h▇▇▇ :- ▇.▇.▇ ▇eliver to the Purchaser duly completed and signed transfers of the Sale Shares by the registered holders thereof in favour of the Purchaser (or as it may direct) together with the respective bought/sold notes and original share certificates in relation to the Sale Shares together with a letter of confirmation that any existing trust between the Vendor and Hunt (UK) is cancelled; 4.2.2 cause a board meeting of ▇▇▇ Company to be held at which (inter alia) the existing directors of the Company shall :- (i) approve the registration of the Purchaser and or its nominee as members of the Company in respect of the Sale Shares subject to the production of duly stamped instruments of transfer; (ii) revoke all existing mandates for the operation of all the bank accounts of the Company and issue new mandates giving authority to persons nominated by the Purchaser provided that the Purchaser shall give at least 3 Business Days' advance notice of this in writing to the Vendor; (iii) appoint such persons as the Purchaser may nominate to be validly appointed as additional directors of the Company and upon such appointment forthwith cause all the existing directors of the Company to retire from their respective offices and resign as employees each delivering to the Purchaser a letter under seal in agreed terms acknowledging that the person so retiring and resigning has no entitlement to claim compensation for wrongful dismissal or unfair dismissal or to payment for redundancy or in respect of any other moneys or benefits due to him from the Company arising out of or in connection with his employment and/or its termination; (iv) [deleted] (v) deliver to the Purchaser a counterpart Deed of Assignment of Debt duly executed by Hunt (UK) and Hunt (NL) together with a let▇▇▇ of acknowl▇▇▇▇ment to the Deed of Assignment of Debt signed by the Company. 4.3 Upon Completion the Purchaser shall :- 4.3.1 effect a telegraphic transfer to the Vendor of HK$2,102,800 being the aggregate amount of the Share Price and the first instalment of the Debt Price as set out in the Deed of Assignment of Debt; 4.3.2 deliver to the Vendor certified true copies of the board resolutions of the Purchaser approving the acquisition of the Sale Shares, the execution of this Agreement and the completion of this Agreement and the transactions contemplated thereby; and 4.3.3 deliver to the Vendor a duly executed counterpart Deed of Assignment of Debt. 4.4 As soon as practicable after Completion the Purchaser shall present the instruments of transfer together with the share certificates in respect of the Sale Shares to the Company for registration of the transfer. 4.5 All the transactions described in Clauses 4.2 and 4.3 above shall take place at the same time, so that in default of the performance of any such transactions by one party, the other party shall not be obliged to complete the sale and purchase aforesaid (without prejudice to any further legal remedies).

Completion. 4.1 5.1 Subject as hereinafter provided, Completion shall take place forthwith at or such other place as the Parties may agree, on execution and exchange of this Agreement at the offices of Maxwell Batley 27 Chancery Lane London WC2Completion Date. 4.2 Upon Completio▇ ▇▇▇ ▇▇▇▇▇▇ ▇h▇▇▇ 5.2 On the Completion Date, the Vendors shall deliver to the Purchaser:- ▇.▇.▇ ▇eliver (a) evidence in form and substance satisfactory to the Purchaser of the satisfaction of the conditions specified in Clause 3.1 (other than Clause 3.1(a), 3.1(h), 3.1(i) and 3.1(k)); (b) duly completed executed and signed transfers valid share transfer forms in respect of the Sale Shares by the registered holders thereof in favour of the Purchaser (or as it may direct) together with accompanied by the respective bought/sold notes and original relevant share certificates in relation to for the Sale Shares together with a letter of confirmation that any existing trust between the Vendor and Hunt (UK) is cancelledShares; 4.2.2 cause (c) a board meeting of ▇▇▇ Company to be held at which (inter alia) working sheet computing the existing directors net asset value per share of the Company shall :signed by a director or secretary of such Company; (d) the written resignation of such number of directors and the secretary as the Purchaser may notify to the Vendors in writing from their directorships and/or offices or places of profit under each Group Company, such resignation to take effect from and on the Completion Date, with acknowledgments signed by each of them in a form satisfactory to the Purchaser to the effect that they have no claim whatsoever against such Group Company for compensation for loss of office, redundancy or unfair dismissal or otherwise howsoever; (e) if so required by the Purchaser and notified by the Purchaser to the Vendors in writing, the written resignations of the auditors of each Group Company to take effect from and on the Completion Date with an acknowledgment signed by them in a form satisfactory to the Purchaser to the effect that they have no claim whatsoever against such Group Company; (f) duly certified copies of the board and shareholders’ resolutions referred to in Clause 5.3; a letter from the company secretary of each Group Company confirming that the certificates of incorporation, common seals (if any), cheque books and statutory books of such Group Company (respectively duly up-to-date) are in such Group Company’s possession; (g) a letter from the company secretary of each Group Company confirming that all the corporate, financial and accounting books and records (including, if relevant, foreign exchange registration certificate, state and local tax registration certificates, import and export licenses, and foreign currency loan and security registration certificates) of such Group Company and all documents of title relating to its properties are in such Group Company’s possession; (h) a list of bank accounts maintained by each Group Company; and (i) approve a certificate signed by the Vendors confirming that the Warranties have been complied with and would be correct in all respects as if repeated on the Completion Date by reference to the circumstances then existing and that all the undertakings on the part of the Vendors contained in Clause 8 have been fully performed and observed by the Vendors. 5.3 On or before the Completion Date, the Vendors shall procure the passing of the following board and shareholders’ resolutions (as specified below) of the Company in terms approved by the Purchaser: (a) board resolution approving the transfer of the Sale Shares to the Purchaser, or the transfer of any part of the Sale Shares to nominees appointed by the Purchaser and registration of the share transfers referred to in Clause 5.2(a) subject only to their being duly stamped; (b) board resolution accepting the resignations referred to in Clause 5.2.(d) and appointing such persons as the Purchaser may nominate as directors and or its nominee as members secretary of the each Group Company; (c) board resolution revoking all existing authorities to bankers of each Group Company in respect of the Sale Shares subject to the production of duly stamped instruments of transfer; (ii) revoke all existing mandates for the operation of all the its bank accounts of the Company and issue new mandates giving authority to persons nominated by the Purchaser provided that the Purchaser shall give at least 3 Business Days' advance notice in favour of this in writing to the Vendor; (iii) appoint such persons as the Purchaser may nominate to be validly appointed as additional directors of the Company and upon operate such appointment forthwith cause all the existing directors of the Company to retire from their respective offices and resign as employees each delivering to the Purchaser a letter under seal in agreed terms acknowledging that the person so retiring and resigning has no entitlement to claim compensation for wrongful dismissal or unfair dismissal or to payment for redundancy or in respect of any other moneys or benefits due to him from the Company arising out of or in connection with his employment and/or its terminationaccounts; (ivd) [deleted]if required, shareholders’ resolution accepting the resignations referred to in Clause 5.2(e) and appointing such firm as the Purchaser may nominate as auditors of the Company; and (ve) deliver such board and/or shareholder’s resolutions of Excel Hero, the WFOE, the Designated PRC Company and HZY as may be necessary for the approval of the Restructuring (in so far as if relates to the Purchaser a counterpart Deed each of Assignment of Debt duly executed by Hunt (UKsuch entities) and Hunt (NL) together with a let▇▇▇ any of acknowl▇▇▇▇ment to the Deed of Assignment of Debt signed by the Company. 4.3 Upon Completion the Purchaser shall :- 4.3.1 effect a telegraphic transfer to the Vendor of HK$2,102,800 being the aggregate amount of the Share Price and the first instalment of the Debt Price as set out in the Deed of Assignment of Debt; 4.3.2 deliver to the Vendor certified true copies of the board resolutions of the Purchaser approving the acquisition of the Sale Shares, the execution of this Agreement and the completion of this Agreement and the transactions contemplated thereby; and 4.3.3 deliver to the Vendor a duly executed counterpart Deed of Assignment of Debt. 4.4 As soon as practicable after Completion 5.4 On completion and against compliance by the Vendors with Clauses 5.2 and 5.3, the Purchaser shall present the instruments of transfer together with the share certificates in respect of the Sale Shares issue and allot to the Company for registration of Vendors the transferCompletion Consideration Shares in accordance with Clause 4.2. 4.5 All the transactions described in Clauses 4.2 and 4.3 above shall take place at the same time, so that in default of the performance of any such transactions by one party, the other party 5.5 The Purchaser shall not be obliged to complete the purchase of any of the Sale Shares unless the sale and purchase aforesaid of all the Sale Shares are completed. 5.6 If any or all of the documents required to be delivered by either Party is not for any reason fully complied with in any respect at Completion, the Party not in default shall be entitled to (in addition and without prejudice to all other rights or remedies available to it, including the right to claim damages):- 5.6.1 rescind this Agreement; or 5.6.2 proceed with Completion so far as practicable having regard to the defaults which have occurred (without prejudice to its rights to claim damages from the defaulting Party for its failure to comply with any further legal remediesof the conditions in Clause 5 or any of its rights under this Agreement); or 5.6.3 defer Completion to a date not more than twenty eight (28) days after the Completion Date, in which case the provisions of this Clause 5 shall apply to Completion as so deferred. 5.7 In the event that Completion shall not take place due to any failure to satisfy any or all of the conditions precedent mentioned in Clause 3 or the occurrence of any event which is beyond the reasonable control of the Purchaser, this Agreement and the MOU shall ipso facto cease and all parties hereto shall have no claims against each other save for (a) antecedent breaches of any representations or undertakings and/or (b) as provided for in this Agreement.

Completion. 4.1 Completion of the Transaction shall take place forthwith on execution and exchange of this Agreement at the offices of Maxwell Batley 27 Chancery Lane London WC2. 4.2 Upon Completio▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇h, ▇▇▇▇▇▇ :- ▇.▇.▇ ▇eliver ▇▇ after the satisfaction of the condition referred to in paragraph 6 on date to be agreed by the parties hereto whereupon: (A) the Company shall procure that there shall be held a meeting of its board of directors at which it shall be resolved to allot and issue the Shares on the terms set out in Clause 2; (B) the liability to pay subscription monies for the Shares shall be set off against and shall extinguish the Debt and the Vendor shall deliver to the Company a receipt confirming the Debt is extinguished and the Company and the Vendor shall make the appropriate entries in their respective books of account; (C) the Company shall procure to be delivered to the Vendor a duly executed share certificate for the Shares stating them to be credited as fully paid and that the appropriate entries are made in its register of members to record the Vendor as being the registered holder of the Shares; (D) the Vendor shall deliver or cause to be delivered to the Purchaser duly completed and signed executed transfers of into the Sale Shares by the registered holders thereof in favour name of the Purchaser (or as it may direct) together with the respective bought/sold notes and original share certificates in relation to the Sale Shares together with a letter of confirmation that any existing trust between the Vendor and Hunt (UK) is cancelled; 4.2.2 cause a board meeting of ▇▇▇ Company to be held at which (inter alia) the existing directors of the Company shall :- (i) approve the registration of the Purchaser and or its nominee as members of the Company in respect of the Sale Shares subject to and Quest Sale Shares, together with the production of duly stamped instruments of transferrelevant share certificates; (iiE) revoke all existing mandates the £1 for the operation of all Sale Shares and the bank accounts of £1 for the Company and issue new mandates giving authority to persons nominated Quest Shares shall be paid by the Purchaser provided that the Purchaser shall give at least 3 Business Days' advance notice of this in writing to the Vendor; (iii) appoint such persons as the Purchaser may nominate to be validly appointed as additional directors of the Company and upon such appointment forthwith cause all the existing directors of the Company to retire from their respective offices and resign as employees each delivering to the Purchaser a letter under seal in agreed terms acknowledging that the person so retiring and resigning has no entitlement to claim compensation for wrongful dismissal or unfair dismissal or to payment for redundancy or in respect of any other moneys or benefits due to him from the Company arising out of or in connection with his employment and/or its termination; (iv) [deleted] (v) deliver to the Purchaser a counterpart Deed of Assignment of Debt duly executed by Hunt (UK) and Hunt (NL) together with a let▇▇▇ of acknowl▇▇▇▇ment to the Deed of Assignment of Debt signed by the Company. 4.3 Upon Completion the Purchaser shall :- 4.3.1 effect a telegraphic transfer to the Vendor of HK$2,102,800 being on demand and meanwhile left on inter-company account; and (F) the aggregate amount of the Share Price and the first instalment of the Debt Price as set out in the Deed of Assignment of Debt; 4.3.2 Company shall deliver to the Vendor certified true copies of the board resolutions of the Purchaser approving the acquisition of the Sale Shares, the execution of this Inter-company Credit Agreement and the completion of this Agreement and the transactions contemplated thereby; and 4.3.3 deliver to the Vendor a duly executed counterpart Deed of Assignment of Debt. 4.4 As soon as practicable after Completion the Purchaser shall present the instruments of transfer together with the share certificates in respect of the Sale Shares to instruct the Company for registration of Secretary to cause to be filed at Companies House the transfer. 4.5 All the transactions described in Clauses 4.2 and 4.3 above shall take place at the same time, so that in default of the performance of any such transactions by one party, the other party shall not be obliged to complete the sale and purchase aforesaid (without prejudice to any further legal remediesappropriate Form 88(2).

Completion. 4.1 3.1 Completion shall take place forthwith on execution and exchange of this Agreement at the offices of Maxwell Batley 27 Chancery Lane London WC2Mourant du Feu & Jeune, 22 Grenville Street, St Helier, Jersey immediately after the execution of this agreement. 4.2 Upon Completio▇ ▇▇▇ ▇▇▇▇▇▇ ▇h▇▇▇ :- ▇.▇.▇ ▇eliver 3.2 On Completion the Vendors shall deliver to, or procure the delivery to the Purchaser of:- (a) transfers in common form relating to all the Shares duly completed and signed transfers of the Sale Shares by the registered holders thereof executed in favour of the Purchaser (or as it may directhave directed in writing prior to the date hereof); (b) together with the respective bought/sold notes and original share certificates relating to the Shares; (c) effective written resignations executed as their respective deeds of ▇▇ ▇▇▇▇▇ and ▇▇ ▇ ▇ ▇▇▇▇▇▇▇▇▇▇▇ from their offices as director and any office or employment of or by the Company containing a confirmation that they have no claim against the Company for compensation for loss of office or termination of employment or otherwise whether statutory or otherwise or for unpaid remuneration; (d) the Deed of Indemnity duly executed by the Vendors; (e) a release duly executed as a deed by each of the Vendors in the agreed form, releasing the Company and the Subsidiaries from any liability whatsoever (actual or contingent) which may be owing to the Vendors by the Company or any of the Subsidiaries; (f) a certified copy of the release given by Bank of Ireland in relation to all security granted pursuant to the Sale Shares together with a letter Bank of confirmation that any existing trust between the Vendor and Hunt (UK) is cancelledIreland Facility; 4.2.2 cause (g) written confirmation from Barclays Bank plc that the initial conditions precedent contained in the Receivables Financing Agreement have been satisfied; (h) a board meeting copy of ▇▇▇ Company to be held at which (inter alia) the existing directors a legal opinion given by A & L Goodbody that there is a true sale in respect of the Company shall :-Receivables Financing Agreement; (i) approve the registration a certified copy of the Purchaser and or its nominee as members of the Company an amendment agreement in respect of the Sale Shares subject to TAGS Facility and the production of duly stamped instruments of transferLiquidity Facility; (iij) revoke all existing mandates for a copy of a legal opinion given by A & L Goodbody to, amongst others, National Westminster Bank Plc confirming that their opinion dated 29 May 1998 and given in respect of the operation TAGS Facility remains accurate and correct; (k) written confirmation from BHF BANK AG that it will not exercise any of all its rights to demand the bank accounts repayment of any amounts outstanding under the BHF Loan Agreement arising as a result of the acquisition; (l) the Indemnity Escrow and Stock Pledge Agreement duly executed by each of the Vendors and the Vendors' Representative, together with the 10 stock powers described in clause 3.1 of such agreement; (m) the Registration Rights Agreement duly executed by each of the Vendors; and (n) opinions in the agreed forms from the Vendor's Solicitors and the legal advisers to the Vendors and the Company in each relevant jurisdiction relating, inter alia, to the right, power and authority of the Vendors to enter into this agreement and the Transaction Documents. 3.3 On Completion the Vendors shall make available to, or procure the availability to the Purchaser of:- (a) the common seals, certificates of incorporation and statutory books and share certificate books of the Company and issue new mandates giving authority to persons nominated by the Purchaser provided that the Purchaser shall give at least 3 Business Days' advance notice of this in writing to the VendorSubsidiaries; (iiib) appoint to the extent that they are in the possession or control of the Company or the relevant Subsidiary, all books of account or reference as to customers and other records and all insurance policies in any way relating to or concerning the respective businesses of the Company and the Subsidiaries; (c) to the extent that they are in the possession or control of the Company or the Subsidiaries all licences, consents, permits and authorisations obtained by or issued to the Company or the Subsidiaries or any other person in connection with the business carried on by it and them and such contracts, deeds or other documents (including assignments of any such licences) as shall have been required by the Purchaser's Solicitors prior to the date hereof; (d) all land certificates, charge certificates, leases, title deeds and other documents relating to the Properties which are located in Ireland, Japan and the United States of America (save to the extent that the same are in the possession of mortgagees thereof disclosed in writing by or on behalf of the Vendors to the Purchaser or its representatives); and (e) share certificates relating to all of the issued shares of each of the Subsidiaries. 3.4 At Completion (and prior to the taking effect of the resignations of the directors referred to in clause 3.2 (c)) the Vendors shall procure the passing of board resolutions of the Company:- (a) sanctioning for registration (subject where necessary to due stamping) the transfers in respect of the Shares; (b) appointing such persons as the Purchaser may nominate to be validly appointed as additional directors of the Company Company; and (c) amending bank mandates by the removal and upon appointment of such appointment forthwith cause all persons as the existing Purchaser may nominate as authorised signatories. 3.5 On Completion the Purchaser shall deliver to the Vendors' Representative:- (a) written confirmation from the Purchaser's transfer agent ("Transfer Agent") that stock certificates evidencing that:- (i) the Consideration Shares, other than the Escrow Shares, have been issued to and in the name of each Vendor in the amounts set out opposite each Vendor's name in column 2 of part C of schedule 1; and (ii) the Escrow Shares have been issued to and in the name of the Escrow Agent (as nominee of the Vendors) in the aggregate amounts set out in column 3 of part C of schedule 1; (b) a certified copy of a resolution of the board of directors of the Company to retire from their respective offices and resign as employees each delivering to Purchaser authorising the entry into of this agreement by the Purchaser a letter under seal in agreed terms acknowledging that and the person so retiring and resigning has no entitlement to claim compensation for wrongful dismissal or unfair dismissal or to payment for redundancy or in respect allotment of any other moneys or benefits due to him from the Company arising out of or in connection with his employment and/or its terminationConsideration Shares; (ivc) [deleted] (v) deliver to an opinion in the Purchaser a counterpart Deed of Assignment of Debt duly executed by Hunt (UK) and Hunt (NL) together with a let▇▇▇ of acknowlagreed form from Arnall Golden & ▇▇▇▇ment ▇▇▇ relating, inter alia, to the Deed right, power and authority of Assignment of Debt signed the Purchaser to enter into this agreement and the Transaction Documents; (d) the Registration Rights Agreement duly executed by the CompanyPurchaser; and (e) the Indemnity Escrow and Stock Pledge Agreement duly executed by the Purchaser. 4.3 Upon Completion 3.6 On Completion, and on behalf of each of the Vendors, the Purchaser shall :- 4.3.1 effect a telegraphic transfer to procure that the Vendor Transfer Agent shall deposit into escrow that aggregate number of HK$2,102,800 being the aggregate amount of the Share Price and the first instalment of the Debt Price as Consideration Shares set out in the Deed column 3 of Assignment part C of Debt; 4.3.2 deliver to the Vendor certified true copies schedule 1 in respect of the board resolutions General Indemnified Claims (as defined in clause 4.7 below) (the "Escrow Shares"), which Escrow Shares shall be held by the Escrow Agent as a non-exclusive source for claims for indemnification hereunder in accordance with the terms of the Purchaser approving the acquisition of the Sale Shares, the execution of this Agreement Indemnity Escrow and the completion of this Agreement and the transactions contemplated thereby; and 4.3.3 deliver to the Vendor a duly executed counterpart Deed of Assignment of DebtStock Pledge Agreement. 4.4 3.7 As soon as reasonably practicable following Completion and in any event no later than 5 business days after Completion Completion, the Purchaser shall present procure that the instruments Transfer Agent shall despatch to the Vendors' Representative (for these purposes, care of transfer together with the share Vendors' Solicitors) stock certificates in respect of the Sale Consideration Shares referred to in clause 3.5(a)(i) above and shall despatch to the Company for registration Escrow Agent stock certificates in respect of the transferEscrow Shares referred to in clause 3.5(a)(ii) above. 4.5 All the transactions described in Clauses 4.2 and 4.3 above shall take place at the same time, so that in default of the performance of any such transactions by one party, the other party shall not be obliged to complete the sale and purchase aforesaid (without prejudice to any further legal remedies).

Completion. 4.1 7.1 Completion shall take place forthwith on execution and exchange of this Agreement at the offices of Maxwell Batley 27 Chancery Lane London WC2.the Seller’s Solicitors or at such other place as the parties may agree on the Completion Date when all of the following business shall be transacted: 4.2 Upon Completio7.1.1 the Seller shall deliver to the Buyer (or, in the case of the items described in clause 7.1.1(g), 7.1.1(h) and 7.1.1(q), make available at the Company’s registered office): (a) certified copies of the minutes recording the resolution of the board of directors of the Seller authorising the sale of the Sale Share and the other transactions contemplated by this Agreement; (b) a transfer in respect of the Sale Share duly executed and completed in favour of the Buyer (or any person the Buyer nominates for this purpose), together with the certificate for the Sale Share and the duly executed power of attorney or other authority under which the transfer has been executed; (c) irrevocable powers of attorney in the agreed form executed by each of the registered holders of the Sale Share in favour of the Buyer to enable the Buyer to exercise all voting and other rights attaching to the Sale Share pending registration of the transfer to the Buyer or its nominee; (d) written resignations (expressed to take effect from the end of the board meeting of the relevant Group Company from ▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇ ▇h▇▇▇ :-of each Group Company, resigning from their respective offices and employments, in each case executed as deeds in the agreed form; ▇.▇.▇ ▇eliver (e) a notice of immediate resignation from the auditor of each Group Company, complying in all respects with the requirements of sections 516 and 519 CA 2006 and containing a statement that there are no circumstances connected with the auditor ceasing to hold office that it considers should be brought to the Purchaser duly completed and signed transfers attention of the Sale Shares members or creditors of the relevant company, accompanied by the registered holders thereof a written confirmation that such auditors have no claims for unpaid fees or expenses; (f) duly executed transfers (in favour of such person or persons as the Purchaser (Buyer may direct or as it may directhave directed) of all shares in the Subsidiaries not registered in the name of any Group Company, together with the respective bought/sold notes certificates for those shares; (g) (as agents for each Group Company) all its statutory and original share minute books, its common seal (if any), certificate of incorporation, any certificate or certificates in relation of incorporation on change of name and other documents and records including copies of its memorandum and articles of association; (h) the deeds and documents of title relating to the Sale Shares Properties; (i) (if not already delivered) the duly executed Disclosure Letter and accompanying disclosure bundles; (j) (if not already delivered) the duly executed Taxation Deed; (k) evidence in a form satisfactory to the Buyer (acting reasonably and in good faith) that all Guarantees given by any Group Company in respect of liabilities of the Seller and any Seller’s Connected Person have been released; (l) the Transitional Services Agreement duly executed by the Seller and the Company; (m) evidence satisfactory to the Buyer (acting reasonably and in good faith) of the capacity and authority of each person executing a document referred to in this clause on the Seller’s behalf; (n) releases in a form acceptable to the Seller and the Buyer (each acting reasonably and in good faith) of all obligations of a Group Company arising under or in connection with finance facilities and all mortgages, charges, and debentures granted by a Group Company, properly executed by the facility provider or chargee, together with related declarations of satisfaction (Forms 403a) sworn by a letter director of confirmation the relevant Group Company; (o) the ICC2L Addendum duly executed by the Seller and Imagine Corporate Capital 2 Limited; (p) the Ancillary Costs and Services Agreement executed by (1) the Seller and (2) Imagine Syndicate Management Limited; (q) copies of the GP Data in the form and method determined in accordance with clause 5.11. 7.1.2 the Seller shall procure (so far as they are able) that any existing trust between the Vendor and Hunt (UKtransfer mentioned in clause 7.1.1(b) is cancelledresolved to be registered (subject only to its being stamped); 4.2.2 cause 7.1.3 the Seller shall procure that a board meeting of ▇▇▇ each Group Company to be is held at which which: (inter aliaa) the existing directors Buyer’s Accountants are appointed auditors of each Group Company in place of the Company shall :- (i) approve the registration of the Purchaser and or its nominee as members of the Company in respect of the Sale Shares subject to the production of duly stamped instruments of transferAuditors; (iib) revoke all existing bank mandates in force for each Group Company shall be altered (in the operation manner which the Buyer requires) to reflect the resignations and appointments referred to above; (c) the current accounting reference period of all each Group Company shall be altered so as to end on such lawful date as the bank accounts Buyer may specify; (d) the registered office of each Group Company shall be changed to such address(es) as the Company and issue new mandates giving authority to Buyer may specify; (e) cause such persons as are nominated by the Purchaser provided that the Purchaser shall give at least 3 Business Days' advance notice of this in writing to the Vendor; (iii) appoint such persons as the Purchaser may nominate Buyer and approved by any relevant Regulator to be validly appointed as additional directors and as secretary of each Group Company; and (f) approves such other matters as are necessary to give full effect to this Agreement; 7.1.4 the Seller shall procure that each Group Company amends its Articles of Association in such manner as the Buyer may prior to Completion have specified; and 7.1.5 the Buyer shall following compliance by the Seller with clauses 7.1.1 to 7.1.4: (a) deliver certified copies of the Company and upon such appointment forthwith cause all minutes recording the existing resolution of the board of directors of the Company to retire from their respective offices Buyer authorising the purchase of the Sale Share and resign as employees each delivering to the Purchaser a letter under seal in agreed terms acknowledging that the person so retiring and resigning has no entitlement to claim compensation for wrongful dismissal or unfair dismissal or to payment for redundancy or in respect of any other moneys or benefits due to him from the Company arising out of or in connection with his employment and/or its terminationtransactions contemplated by this Agreement; (ivi) [deleted]if the Agreed NAV has been determined pay the Purchase Price; (vii) deliver if the Agreed NAV has not been determined pay £9,179,567 on account of the Purchase Price, by electronic funds transfer for value on the Completion Date to the Purchaser a counterpart Deed client account of Assignment the Seller’s Solicitors numbered 16122869 at the Royal Bank of Debt duly executed by Hunt (UK) and Hunt (NL) together with a letScotland plc of ▇▇/▇▇ of acknowl▇▇▇▇ment ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, sort code 15-10-00 (or such other account or accounts as the Seller’s Solicitors shall specify) and the Seller authorises the payment of the Purchase Price into the specified account or accounts, which shall constitute a good discharge to the Deed of Assignment of Debt signed by the Company. 4.3 Upon Completion the Purchaser shall :- 4.3.1 effect a telegraphic transfer to the Vendor of HK$2,102,800 being the aggregate amount of the Share Price and the first instalment of the Debt Price as set out in the Deed of Assignment of Debt; 4.3.2 deliver to the Vendor certified true copies of the board resolutions of the Purchaser approving the acquisition of the Sale Shares, the execution of this Agreement and the completion of this Agreement and the transactions contemplated thereby; and 4.3.3 deliver to the Vendor a duly executed counterpart Deed of Assignment of Debt. 4.4 As soon as practicable after Completion the Purchaser shall present the instruments of transfer together with the share certificates Buyer in respect of the Sale Shares to the Company for registration of the transfer. 4.5 All the transactions described in Clauses 4.2 and 4.3 above shall take place at the same time, so that in default of the performance of any such transactions by one party, the other party shall not be obliged to complete the sale and purchase aforesaid (without prejudice to any further legal remedies).Purchase Price;

Completion. 4.1 The following events shall occur on the First Completion Date: (a) the Seller shall take place forthwith on execution and exchange of this Agreement at the offices of Maxwell Batley 27 Chancery Lane London WC2. 4.2 Upon Completio▇ ▇▇▇ ▇▇▇▇▇▇ ▇h▇▇▇ :- ▇.▇.▇ ▇eliver deliver or cause to be delivered to the Purchaser duly completed and signed transfers of the Sale Shares by the registered holders thereof in favour of the Purchaser (or as it may direct) together with the respective bought/sold notes and original share certificates in relation to the Sale Shares together with a letter of confirmation that any existing trust between the Vendor and Hunt (UK) is cancelled; 4.2.2 cause a board meeting of ▇▇▇ Company to be held at which (inter alia) the existing directors of the Company shall Buyer:- (i) approve the registration a duly executed instrument of the Purchaser and or its nominee as members of the Company transfer in respect of the Sale Shares subject to the production of duly stamped instruments of transferFirst Tranche Shares; (ii) revoke all existing mandates a share certificate and/or a duly executed indemnity for the operation of all the bank accounts a lost share certificate in respect of the Company and issue new mandates giving authority to persons nominated by the Purchaser provided that the Purchaser shall give at least 3 Business Days' advance notice of this in writing to the VendorFirst Tranche Shares; (iii) appoint such persons as a duly executed power of attorney granted by the Purchaser may nominate to be validly appointed as additional directors Seller in favour of the Company and upon such appointment forthwith cause all the existing directors of the Company to retire from their respective offices and resign as employees each delivering to the Purchaser a letter under seal in agreed terms acknowledging that the person so retiring and resigning has no entitlement to claim compensation for wrongful dismissal or unfair dismissal or to payment for redundancy or Buyer in respect of any the First Tranche Shares as regards the exercise by the Buyer of the voting and other moneys or benefits due rights attaching to him from the Company arising out First Tranche Shares pending stamping of or the stock transfer form in connection with his employment and/or its terminationrespect of the First Tranche Shares by HMRC; (iv) [deleted] (v) deliver to the Purchaser copies of a counterpart Deed of Assignment of Debt duly executed by Hunt (UK) and Hunt (NL) together with a let▇▇▇ of acknowl▇▇▇▇ment to the Deed of Assignment of Debt signed resolution passed by the Company. 4.3 Upon Completion the Purchaser shall :- 4.3.1 effect a telegraphic transfer to the Vendor board of HK$2,102,800 being the aggregate amount directors of the Share Price Seller and the first instalment of the Debt Price as set out in the Deed of Assignment of Debt; 4.3.2 deliver to the Vendor certified true copies of the board resolutions of the Purchaser Company, approving the Buyer’s acquisition of the Sale Shares, the execution of this Agreement and the completion of this Agreement and the transactions contemplated thereby; and 4.3.3 deliver (v) such other documents (including any necessary waivers of pre-emption rights, consents, release or other document) as may be required to enable the Buyer, subject to stamping of the instrument of transfer (or adjudication by HMRC that no stamp duty is payable), to be registered as the full legal and beneficial owner of the First Tranche Shares; and (b) conditional upon the Seller complying with its obligations in clause 4.1(a), the Buyer shall pay the relevant amount of the Consideration in accordance with clause 3.3(a) by electronic funds transfer to the Vendor Seller’s Nominated Account. 4.2 The following events shall, subject to the Second Completion Condition having been satisfied, occur on the Second Completion Date: (a) the Seller shall deliver or cause to be delivered to the Buyer: (i) a duly executed counterpart Deed of Assignment of Debt. 4.4 As soon as practicable after Completion the Purchaser shall present the instruments instrument of transfer together with the share certificates in respect of the Sale Second Tranche Shares; (ii) a share certificate and/or a duly executed indemnity for a lost share certificate in respect of the Second Tranche Shares; (iii) a duly executed power of attorney granted by the Seller in favour of the Buyer in respect of the Second Tranche Shares as regards the exercise by the Buyer of the voting and other rights attaching to the Second Tranche Shares pending stamping of the stock transfer form in respect of the Second Tranche Shares by HMRC; and (iv) such other documents (including any necessary waivers of pre-emption rights, consents, release or other document) as may be required to enable the Buyer to be registered as the full legal and beneficial owner of the Second Tranche Shares; and (b) conditional upon the Seller complying with its obligations in clause 4.2(a), the Buyer shall pay the relevant amount of the Consideration in accordance with clause 3.3(b) by electronic funds transfer to the Seller’s Nominated Account. 4.3 The following events shall, subject to the Third Completion Condition having been satisfied, occur on the Third Completion Date: (a) the Seller shall deliver or cause to be delivered to the Buyer: (i) a duly executed instrument of transfer in respect of the Third Tranche Shares; (ii) a share certificate and/or a duly executed indemnity for a lost share certificate in respect of the Third Tranche Shares; (iii) a duly executed power of attorney granted by the Seller in favour of the Buyer in respect of the Third Tranche Shares as regards the exercise by the Buyer of the voting and other rights attaching to the Third Tranche Shares pending stamping of the stock transfer form in respect of the Third Tranche Shares by HMRC; and (iv) such other documents (including any necessary waivers of pre-emption rights, consents, release or other document) as may be required to enable the Buyer to be registered as the full legal and beneficial owner of the Third Tranche Shares; and (b) conditional upon the Seller complying with its obligations in clause 4.3(a), the Buyer shall pay the relevant amount of the Consideration in accordance with clause 3.3(c) by electronic funds transfer to the Seller’s Nominated Account. 4.4 The Seller acknowledges and agrees that the receipt by the Seller from the Buyer of the Consideration shall be a complete discharge by the Buyer of its obligations under clause 3.3. 4.5 Promptly following stamping by HMRC (or adjudication by HMRC that no such stamping is required) of the relevant stock transfer form in respect of each of the First Tranche Shares, the Second Tranche Shares and the Third Tranche Shares, the Buyer shall present the duly stamped (or adjudicated) stock transfer form to the Company for registration and the Seller shall procure that the Company shall promptly: (a) register the transfer of the transferFirst Tranche Shares, the Second Tranche Shares and the Third Tranche Shares (as applicable) in the register of members of the Company; (b) provide a copy of an updated shareholders’ register of the Company, evidencing the transfer in favour of the Buyer of each of the First Tranche Shares, the Second Tranche Shares and the Third Tranche Shares (as applicable); and (c) cause to be dispatched to the Buyer at no cost to the Buyer a share certificate (which may be in electronic form) in respect of the First Tranche Shares, the Second Tranche Shares and the Third Tranche Shares (as applicable). 4.5 All the transactions described in Clauses 4.2 and 4.3 above shall take place at the same time, so that in default of the performance of any such transactions by one party, 4.6 A Party is not obligated to complete this Agreement unless the other party shall not be obliged to complete the sale and purchase aforesaid Parties comply with all of their obligations under clause 4.1, clause 4.2 or clause 4.3 (without prejudice to any further legal remediesas applicable).

Completion. 4.1 5.1 Completion shall take place forthwith on execution and exchange of this Agreement at the offices of Maxwell Batley 27 Chancery Lane London WC2.Completion Date when: 4.2 Upon Completio▇ ▇▇▇ ▇▇▇▇▇▇ ▇h▇▇▇ :- ▇.▇.▇ ▇eliver 5.1.1 the Sellers shall deliver to the Purchaser duly completed Buyer, or procure the delivery to the Buyer of, the documents and signed transfers other items referred to in Schedule 4; 5.1.2 the Sellers shall repay or procure the repayment in full of all amounts owing (even if not due for repayment) to the Company or the Subsidiary by any of the Sale Shares Sellers or any connected persons or associates or directors of them or any of them and shall procure that all guarantees or indemnities given by or binding on the registered holders thereof Company or the Subsidiary in favour respect of any liabilities (actual or contingent) of any of the Purchaser (Sellers or as it may direct) together with the respective bought/sold notes any of such connected persons or associates or directors are fully and original share certificates in relation effectively released without cost to the Sale Shares together with a letter Company or the Subsidiary save that this Clause shall not apply to advances made to members of confirmation that any existing trust between the Vendor and Hunt (UK) is cancelledstaff on account of expenses; 4.2.2 cause 5.1.3 the Sellers shall procure: (a) that there shall be held a board meeting of ▇▇▇ Company to be held at which (inter alia) the existing board of directors of the Company and of the Subsidiary at which there shall be duly passed the resolutions set out and contained in the board minutes or unanimous board consents of the Company and of the Subsidiary in the Agreed Form marked “C1” to “C2” respectively; and (b) that there shall be duly passed the Resolutions as written resolutions; and 5.1.4 the Buyer shall:- (a) pay: (i) approve the registration Initial Cash Consideration to the Sellers and the Other Sellers by way of transfer of funds to the Sellers’ Solicitor’s Account, receipt of which shall be an effective discharge of the Purchaser and or its nominee as members Buyer’s obligation to pay the Initial Cash Consideration, after deduction in relation to any Optionholder of the Company in respect of the Sale Shares subject amounts to the production of duly stamped instruments of transferbe withheld from such Optionholder pursuant to Clause 5.1.4(a)(ii) below; (ii) revoke all existing mandates for the operation of all the bank accounts of to the Company on behalf of Optionholders (who are also Sellers) the aggregate amounts in satisfaction of (i) the aggregate exercise monies due, and issue new mandates giving authority (ii) amounts due in respect of Tax (including employee and employer’s National Insurance contributions and PAYE contributions) pursuant to persons nominated the undertakings and authorisations provided by the Purchaser provided Optionholders in the Exercise Forms and such Optionholders agree that the Purchaser amount so payable in respect of any Optionholder shall give at least 3 Business Days' advance notice of this in writing be deducted from the cash amount otherwise payable to that Optionholder for his/her Option Shares and the Buyer agrees to procure that the Company shall pay to the Vendorrelevant Taxation Authority such amounts due in respect of Tax; (iii) appoint such persons as the Purchaser may nominate to be validly appointed as additional directors of the Company and upon such appointment forthwith (or cause all the existing directors of the Company to retire from their respective offices and resign as employees each delivering pay) to the Purchaser a letter under seal in agreed terms acknowledging that Seller's Solicitors the person so retiring and resigning has no entitlement to claim compensation for wrongful dismissal or unfair dismissal or to payment for redundancy or sum of £1,458,130 in respect of any other moneys or benefits due the Management Incentive Bonus, constituted by the anticipated principal amount of £1,281,310 and £176,820 in respect of National Insurance contributions anticipated to him from the Company arising out of or be payable thereon, to be held subject to and in connection accordance with his employment and/or its terminationClause 8.10; (iv) [deleted]the Escrow Cash Amount into the Escrow Account; (v) deliver (or cause the Company to pay) the WC Initial Payments to the Purchaser a counterpart Deed Sellers and Other Sellers in the amounts set against their names in column 9 of Assignment Schedule 1 by way of Debt transfer of funds to the Sellers’ Solicitor’s Account, receipt of which shall be an effective discharge of the Buyer’s obligation to pay the WC Initial Payments; (b) deliver the Escrow Agreement, duly executed by Hunt (UK) and Hunt (NL) together with a let▇▇▇ of acknowl▇▇▇▇ment to the Deed of Assignment of Debt signed by the Company. 4.3 Upon Completion the Purchaser shall :- 4.3.1 effect a telegraphic transfer to the Vendor of HK$2,102,800 being the aggregate amount of the Share Price and the first instalment of the Debt Price as set out in the Deed of Assignment of DebtBuyer; 4.3.2 deliver (c) issue such number of Initial Buyer Shares to each Seller and Other Seller as shown against his or her name in Parts A and B of column 4 of Schedule 1, with such legends as appropriate. It is Buyer’s current policy not to issue stock certificates representing shares of its capital stock, and all new issuances of capital stock are reflected on Buyer’s books and records in book entry only, with appropriate notations reflecting the Vendor certified true copies of the board resolutions of the Purchaser approving the acquisition of the Sale Shares, the execution of this Agreement and the completion of this Agreement and the transactions contemplated therebyapplicable legends; and 4.3.3 deliver (d) issue the Escrow Stock to US Bank National Association as escrow agent. 5.2 The performance by the Sellers of their respective obligations under Clause 5.1 shall be a condition precedent to the Vendor performance by the Buyer of its obligations under Clause 5.1 such that, if the Sellers or any of them shall fail or shall be unable to perform any of their obligations under Clause 5.1, the Buyer shall either: 5.2.1 defer Completion to a duly executed counterpart Deed of Assignment of Debt.later date to be agreed; 4.4 As soon as practicable after Completion 5.2.2 elect to proceed to Completion; or 5.2.3 if failure to perform would materially adversely affect the Purchaser shall present the instruments of transfer together with the share certificates in respect value of the Sale Shares, Other Shares and Outstanding Shares due to be acquired by the Company for registration of the transfer. 4.5 All the transactions described in Clauses 4.2 Buyer at its option (and 4.3 above shall take place at the same time, so that in default of the performance of any such transactions by one party, the other party shall not be obliged to complete the sale and purchase aforesaid (without prejudice to any further legal remedies)other remedies or rights which it may have against the Sellers or any of them in respect of such non-performance) cease to be liable to perform its obligations under Clause 5.1.

Completion. 4.1 Completion 7.1 The sale and purchase of the Sale Shares shall take place forthwith on execution and exchange of this Agreement be completed at the offices of Maxwell Batley 27 Chancery Lane London WC2the Purchaser's Solicitors forthwith following signing of this agreement (or at such other time or place as the parties shall agree). 4.2 Upon Completio7.2 On Completion the Vendors shall deliver or cause to be delivered to the Purchaser: (a) duly executed stock transfer forms in respect of the Sale Shares together with the related share certificates (such stock transfer forms to be in favour of the Purchaser or its nominees, as the Purchaser shall direct) together with such waivers, consents, or other documents as the Purchaser may require to enable it or its nominees to be registered as the holders of the Sale Shares free from all Encumbrances and other adverse rights whatsoever; (b) an acknowledgement in the agreed form from each of the Vendors to the Purchaser and the Company executed as a deed to the effect that save in relation to remuneration or reimbursement of expenses incurred in relation to his or her employment, details of which are specified in such deed, there is no outstanding indebtedness owing at Completion from any Group Company to such Vendor or to any such Vendor's Affiliate or vice versa; (c) letters of resignation in the agreed form from ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ as a director of ASL and from the secretary of each Group Company; (d) the statutory books of each Group Company complete and accurate up to Completion and any company seal(s), certificates of incorporation, certificates of incorporation on change of name and all unused share certificates of each Group Company and all cheque books of each Group Company; (e) the Tax Deed duly executed by the Vendors; (f) the Service Agreements duly executed by the relevant Vendors; (g) the Disclosure Letter duly executed by the Vendors or on behalf of the Vendors by the Vendors' Solicitors; (h) the Deferred Consideration Account Instruction Letter duly executed by the Vendors; (i) the ▇h▇▇▇▇▇ :-▇▇▇▇▇▇▇ letter; (j) a complete source code for the current version of ASL Connect and for the current version of IBM Mobile Connect; (k) the Waivers, duly executed by ▇.▇.▇▇ ▇eliver to ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ respectively; (l) the Purchaser Stock Option Agreements duly completed and signed transfers executed by the Vendors. 7.3 On Completion the Vendors shall procure the holding of a meeting of the Sale Shares by directors of the registered holders thereof in favour Company at which the directors of the Company shall: (a) (subject to stamping) approve the transfers to the Purchaser (or as it may directits nominees) together with the respective bought/sold notes and original share certificates in relation to of the Sale Shares together with a letter of confirmation that any existing trust between the Vendor and Hunt (UK) is cancelledShares; 4.2.2 cause a board meeting of (b) appoint ▇▇▇▇▇▇ Company to be held at which (inter alia) the existing directors of the Company shall :- (i) approve the registration of the Purchaser ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ and or its nominee as members of the Company in respect of the Sale Shares subject to the production of duly stamped instruments of transfer; (ii) revoke all existing mandates for the operation of all the bank accounts of the Company and issue new mandates giving authority to persons nominated by the Purchaser provided that the Purchaser shall give at least 3 Business Days' advance notice of this in writing to the Vendor; (iii) appoint such persons as the Purchaser may nominate to be validly appointed ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ as additional directors of the Company and upon such appointment forthwith cause all Company; (c) appoint TJG Secretaries Limited as the existing directors new secretary of the Company; (d) accept the resignation(s) referred to in sub-clause 6.2(c); (e) insofar as necessary change the accounting reference date of the Company to retire from their respective offices and resign as employees each delivering to the Purchaser a letter under seal in agreed terms acknowledging that the person so retiring and resigning has no entitlement to claim compensation for wrongful dismissal or unfair dismissal or to payment for redundancy or in respect of any other moneys or benefits due to him from the Company arising out of or in connection with his employment and/or its termination30 June; (ivf) [deleted] (v) deliver change the registered office of the Company to the Purchaser a counterpart Deed of Assignment of Debt duly executed by Hunt (UK) and Hunt (NL) together with a let▇Carmelite, ▇▇ of acknowl▇▇▇▇ment ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇; (g) alter the existing mandates to the Deed of Assignment of Debt signed Company's bankers by the Company. 4.3 Upon Completion the Purchaser shall :- 4.3.1 effect a telegraphic transfer to the Vendor of HK$2,102,800 being the aggregate amount of the Share Price adding ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and the first instalment of the Debt Price ▇▇▇▇▇ ▇▇▇▇ as set out in the Deed of Assignment of Debt; 4.3.2 deliver to the Vendor certified true copies of the board resolutions of the Purchaser approving the acquisition of the Sale Shares, the execution of this Agreement and the completion of this Agreement and the transactions contemplated therebyauthorised signatories; and 4.3.3 deliver to (h) pass any other resolutions reasonably requested by the Vendor a duly executed counterpart Deed of Assignment of DebtPurchaser. 4.4 As soon as practicable after 7.4 On Completion the Purchaser Vendors shall present also procure the instruments holding of transfer together with the share certificates in respect separate board meetings of each of the Sale Shares to Subsidiaries at which the Company for registration directors of each respective Subsidiary shall: (a) in the case of ASL, approve each of the transfer. 4.5 All Service Agreements and authorise one or more of the transactions described in Clauses 4.2 and 4.3 above shall take place at directors of ASL to execute the same timeon behalf of ASL; (b) appoint ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, so ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ as additional directors of that Subsidiary; (c) appoint TJG Secretaries Limited as the new secretary of that Subsidiary; (d) accept the resignation(s) referred to in default of the performance of any such transactions by one party, the other party shall not be obliged to complete the sale and purchase aforesaid (without prejudice to any further legal remedies).sub-clause 6.2

Completion. 4.1 5.1 Completion shall take place forthwith on execution and exchange of this Agreement at the offices of Maxwell Batley 27 Chancery Lane London WC2the Purchaser's Solicitors or at such other place as the parties may agree on the Completion Date when the following business (but not part only unless the Purchaser shall so agree) shall be transacted: (a) The Vendors shall deliver to the Purchaser: (i) transfers in respect of the Sale Shares duly executed and completed in favour of the Purchaser or as it may direct or have directed, together with the certificates therefor and the duly executed powers of attorney or other authorities under which any of the transfers have been executed and certified copies of the Minutes recording the Resolution of the trustees of such of the Vendors as are trustees, in each case authorising the sale of the Sale Shares held by those Vendors and the execution of the transfers in respect of them; (ii) such other documents as may be required to give a good title to the Sale Shares and to enable the Purchaser or its nominees to become the registered holders thereof; (iii) (in respect of the Company) its statutory and minute books written up to date, and its Common Seal, Certificate of Incorporation, any Certificate or Certificates of Incorporation on Change of Name and other documents and records including copies of its Memorandum and Articles of Association; (iv) the Taxation Deed duly executed by each of the parties thereto; (v) evidence in a form satisfactory to the Purchaser that all Guarantees given by any Group Company in respect of liabilities of any of the Vendors have been released; and (vi) a letter in a form reasonably acceptable to the Purchaser from ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. confirming that neither the Purchaser nor its parent nor any member of the Purchaser's group is a competitor of International Space Brokers Inc. and accordingly that the acquisition by the Purchaser of the Company pursuant to this Agreement will not trigger the option provision in the Stockholder Agreement dated 28 January 1994 in respect of International Space Brokers Inc. and made between the Company (1) ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. (2) and Le Blanc ▇▇ ▇▇▇▇▇▇▇ (3). 4.2 Upon Completio(b) The Vendors shall: (i) cause the transfers mentioned in clause 5.1(a) (i) to be resolved to be registered (subject only to their being duly stamped) notwithstanding any provision to the contrary in the Articles of Association of the Company; (ii) cause the persons named in part A of schedule 7 to be validly appointed as additional Directors of the Company; and (iii) procure that ▇. ▇▇▇▇▇▇, ▇. ▇▇▇▇▇▇▇ and ▇. ▇▇▇▇▇▇ shall retire as trustees, and that ▇. ▇▇▇▇▇, ▇. ▇▇▇▇▇ and ▇. ▇▇▇▇▇▇ shall be appointed as additional trustees, of the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇h▇▇▇ :-Pension Scheme; and ▇.▇.▇ ▇eliver (iv) repay to each Group Company, or procure the Purchaser duly completed and signed transfers repayment thereto of, all (if any) indebtedness outstanding at Completion from the Vendors or any of them (other than the Continuing Loans) to that Group Company (other than in respect of any trading in the ordinary course of business by that Group Company with any of the Sale Shares by the registered holders thereof Vendors, which shall be repaid in favour of the accordance with existing arrangements). (c) The Purchaser (or as it may direct) together with the respective bought/sold notes and original share certificates in relation to the Sale Shares together with a letter of confirmation that any existing trust between the Vendor and Hunt (UK) is cancelled; 4.2.2 cause a board meeting of ▇▇▇ Company to be held at which (inter alia) the existing directors of the Company shall shall:- (i) approve pay the registration Completion Amount by electronic funds transfer to the Nominated Account of the Vendors' Solicitors (who are hereby authorised to receive it in such account) and the Purchaser and shall have no obligation as to the distribution or its nominee as members allocation of the Company in respect of amount so paid between the Sale Shares subject to the production of duly stamped instruments of transferVendors; (ii) revoke issue the Loan Notes to, and execute certificates in favour of, each of the Designated Vendors; and (iii) pay the Escrow Amount by electronic funds transfer to the Escrow Account; and the payment of such monies into such accounts shall constitute a good discharge to the Purchaser. (d) The parties shall join in procuring that: (i) all existing bank mandates in force for the operation of all the bank accounts of the Company and issue new mandates giving authority to persons nominated by the Purchaser provided that shall be altered (in such manner as the Purchaser shall give at least 3 Business Days' advance notice Completion require) to reflect the resignations and appointments referred to above; (ii) all the Group Companies shall repay all (if any) loans made to them by the Vendors (or any of this in writing to the Vendorthem) and outstanding at Completion; (iii) appoint such persons as the Purchaser may nominate to be validly appointed as additional directors of Key Employees shall enter into the Company and upon such appointment forthwith cause all the existing directors of the Company to retire from their respective offices and resign as employees each delivering to the Purchaser a letter under seal in agreed terms acknowledging that the person so retiring and resigning has no entitlement to claim compensation for wrongful dismissal or unfair dismissal or to payment for redundancy or in respect of any other moneys or benefits due to him from the Company arising out of or in connection with his employment and/or its termination;Key Employment Agreements; and (iv) [deleted] (v) deliver to the Purchaser a counterpart Deed of Assignment of Debt duly executed by Hunt (UK) and Hunt (NL) together with a let▇▇▇ of acknowl▇▇▇▇ment to the Deed of Assignment of Debt signed by the Company. 4.3 Upon Completion the Purchaser shall :- 4.3.1 effect a telegraphic transfer to the Vendor of HK$2,102,800 being the aggregate amount each of the Share Price Contribution Agreements will be entered into by each of the Warrantors, his Associates and the first instalment of the Debt Price as set out in the Deed of Assignment of Debt; 4.3.2 deliver to the Vendor certified true copies of the board resolutions of the Purchaser approving the acquisition of the Sale Shares, the execution of this Agreement and the completion of this Agreement and the transactions contemplated thereby; and 4.3.3 deliver to the Vendor a duly executed counterpart Deed of Assignment of DebtPurchaser. 4.4 As soon as practicable after Completion the Purchaser shall present the instruments of transfer together with the share certificates in respect of the Sale Shares to the Company for registration of the transfer. 4.5 All the transactions described in Clauses 4.2 and 4.3 above shall take place at the same time, so that in default of the performance of any such transactions by one party, the other party shall not be obliged to complete the sale and purchase aforesaid (without prejudice to any further legal remedies).

Completion. 4.1 Completion shall take place forthwith on execution and exchange of this Agreement the Completion Date at the offices of Maxwell Batley 27 Chancery Lane London WC2. 4.2 Upon Completio▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ , #▇h▇-▇▇/▇▇, ▇▇▇ :-▇▇▇▇▇▇▇▇▇▇, Singapore 118261 or at such other place as may be mutually agreed in writing by the Parties hereto. ▇.▇.▇ ▇eliver to the Purchaser duly completed and signed transfers 4.2 At Completion, as soon as MC confirms receipt of the Sale Shares payment by the registered holders thereof PacNet pursuant to Section 4.3, MC shall deliver to PacNet: i. duly executed transfers in favour of PacNet or its nominee, of all the Purchaser (or as it may direct) together with the respective bought/sold notes and original share certificates in relation to the Sale Shares together with a letter of confirmation that any existing trust between such other documents which may be necessary to register PacNet or its nominee, as the Vendor and Hunt (UK) is cancelled; 4.2.2 cause a board meeting of ▇▇▇ Company to be held at which (inter alia) case may be, as the existing directors registered owner of the Company shall :-Shares; and (i) approve ii. letters of resignation from MC nominated directors on the registration board of the Purchaser and or its nominee as members of the Company in respect of the Sale Shares subject to the production of duly stamped instruments of transfer; (ii) revoke all existing mandates for the operation of all the bank accounts of the Company and issue new mandates giving authority to persons nominated by the Purchaser provided that the Purchaser shall give at least 3 Business Days' advance notice of this in writing to the Vendor; (iii) appoint such persons as the Purchaser may nominate to be validly appointed as additional directors of the Company and its subsidiary, namely, Pacfusion Group Holdings Pte Ltd, on terms that the persons resigning have no further claims whatsoever against the Company or Pacfusion Group Holdings Pte Ltd, as the case may be. 4.3 At Completion, PacNet shall pay the Purchase Price to MC in the form of telegraphic transfer to a Singapore Dollar bank account designated by MC or such other forms of payment as may be agreed upon such appointment forthwith cause by the Parties. 4.4 MC agrees and acknowledge that upon its receipt of all the existing directors of amounts due to it under this Agreement, all obligations owed by PacNet and/or the Company to retire from their respective offices MC under the Transaction Documents shall be deemed completely discharged, released and resign as employees each delivering to the Purchaser a letter under seal in agreed terms acknowledging that the person so retiring satisfied and resigning has MC shall have no entitlement to claim compensation for wrongful dismissal or unfair dismissal or to payment for redundancy or in respect of any other moneys or benefits due to him from further claims whatsoever against PacNet and/or the Company arising out of or in connection with his employment and/or its termination; (iv) [deleted] (v) deliver to under the Purchaser a counterpart Deed of Assignment of Debt duly executed by Hunt (UK) and Hunt (NL) together with a let▇▇▇ of acknowl▇▇▇▇ment to the Deed of Assignment of Debt signed by the Company. 4.3 Upon Completion the Purchaser shall :- 4.3.1 effect a telegraphic transfer to the Vendor of HK$2,102,800 being the aggregate amount of the Share Price and the first instalment of the Debt Price as set out in the Deed of Assignment of Debt; 4.3.2 deliver to the Vendor certified true copies of the board resolutions of the Purchaser approving the acquisition of the Sale Shares, the execution of this Agreement and the completion of this Agreement and the transactions contemplated thereby; and 4.3.3 deliver to the Vendor a duly executed counterpart Deed of Assignment of Debt. 4.4 As soon as practicable after Completion the Purchaser shall present the instruments of transfer together with the share certificates in respect of the Sale Shares to the Company for registration of the transferTransaction Documents. 4.5 All the transactions described in Clauses 4.2 Effective from Completion, PacNet shall release, waive and 4.3 above shall take place at the same timeforever discharge MC, so that in default including without limitation its shareholders, officers, directors, agents, employees, representatives, affiliates and all persons acting by, through or under any of the performance foregoing (hereinafter referred to as the "Released Parties"), from any and all actions, suits, debts, liens, contracts, agreements, promises, obligations, liabilities, damages, losses, costs and claims of any nature whatsoever ("Claims") arising from the Transaction Documents and the business of the Company, which PacNet and/or the Company may have against any or all of the Released Parties, whether such transactions claims be direct or indirect, known or unknown, save and except if such Claims were caused by one partyany of the Released Parties' negligence, default or omission. 4.6 Effective from Completion, PacNet shall indemnify MC and each of its current and former directors, employees (hereinafter collectively referred to as the "MC Indemnities"), and hold the MC Indemnities harmless from any and all civil liability, claims, causes of action, damages, fees and costs of any nature whatsoever (including, without limitation, attorneys' fees and costs) ("Indemnified Claims"), arising out of, concerning or relating to, directly or indirectly, the other party business of the Company, save and except if such Indemnified Claims were caused by any of MC Indemnities' negligence, default or omission. 4.7 Effective from Completion, the Original Shareholders Agreement and Supplemental Shareholders Agreement shall not be obliged to complete terminate save and except Section 5.7 of the sale Original Shareholders Agreement and purchase aforesaid (without prejudice to any further legal remedies)Section 9.8 of the Supplemental Shareholders Agreement. 4.8 Effective from Completion, MC Warrants shall become void and Warrant Agreement shall terminate.

Completion. 4.1 5.1 Subject to fulfilment (or waiver by the Purchaser) of the Condition, Completion shall take place forthwith at 10:00 a.m. on execution and exchange of this Agreement the Completion Date, at the offices of Maxwell Batley 27 Chancery Lane London WC2. 4.2 Upon Completio20/F, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇-▇▇ ▇▇▇▇▇▇ ▇h▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ :-▇▇▇▇ (or at such other place and time as may be agreed by the Parties in writing) when all (but not some only) of the events described in this Clause 5 shall occur. ▇.▇.▇ ▇eliver 5.2 At Completion, the Vendor and the Vendor Guarantor shall deliver to the Purchaser Purchaser: 5.2.1 duly completed and signed transfers executed transfer form(s) in respect of all of the Sale Shares by the registered holders thereof in favour of the Purchaser (or as it may directits wholly owned subsidiary referred to in Clause 2 designated by the Purchaser or the nominee(s) of either of them together with the respective bought/sold notes and original share certificates in relation to the Sale Shares together with a letter of confirmation that any existing trust between the Vendor and Hunt (UK) is cancelled; 4.2.2 cause a board meeting of ▇▇▇ Company to be held at which (inter alia) the existing directors of the Company shall :- (i) approve the registration of the Purchaser and or its nominee as members of the Company in respect of the relevant physical Sale Shares) the relative share certificate(s) and/or (in respect of the relevant Sale Shares subject held in CCASS) the relevant instructions to the production of duly stamped instruments of transfer; (iirelevant CCASS participant(s) revoke all existing mandates for to effect the operation of all the bank accounts transfer(s) of the Company and issue new mandates giving authority relevant Sale Shares through CCASS to persons nominated the Purchaser or its wholly owned subsidiary referred to in Clause 2 designated by the Purchaser provided that or such person(s) having an account(s) with CCASS as may he notified in writing by the Purchaser shall give at least 3 Business Days' advance notice of this in writing to the Vendor; (iii) appoint such persons as the Purchaser may nominate to be validly appointed as additional directors of the Company and upon such appointment forthwith cause all the existing directors of the Company to retire from their respective offices and resign as employees each delivering to the Purchaser a letter under seal in agreed terms acknowledging that the person so retiring and resigning has no entitlement to claim compensation for wrongful dismissal or unfair dismissal or to payment for redundancy or in respect of any other moneys or benefits due to him from the Company arising out of or in connection with his employment and/or its termination; (iv) [deleted] (v) deliver to the Purchaser a counterpart Deed of Assignment of Debt duly executed by Hunt (UK) and Hunt (NL) together with a let▇▇▇ of acknowl▇▇▇▇ment to the Deed of Assignment of Debt signed by the Company. 4.3 Upon Completion the Purchaser shall :- 4.3.1 effect a telegraphic transfer to the Vendor of HK$2,102,800 being at least 2 Business Days prior to the aggregate amount of the Share Price and the first instalment of the Debt Price as set out in the Deed of Assignment of DebtCompletion Date; 4.3.2 deliver to the Vendor 5.2.2 certified true copies of the board resolutions minutes of the Purchaser approving meetings of shareholders and meetings of directors, or the acquisition written approvals of the shareholders or directors (as the case maybe), of each of the Vendor and the Vendor Guarantor required to authorise the execution and completion of this Agreement by the Vendor and the Vendor Guarantor, and the performance by the Vendor and the Vendor Guarantor of their respective obligations hereunder; 5.2.3 a legal opinion from Messrs Deacons, Hong Kong legal counsel for the Vendor and the Vendor Guarantor, confirming that the Vendor and the Vendor Guarantor are each validly incorporated and have the capacity to enter into this Agreement and that this Agreement constitutes the legal, valid and enforceable obligations of each of them; and 5.2.4 if Hong Kong stamp duty is payable on the transfer of the Sale Shares, a cheque drawn in favour of "The Government of the execution Hong Kong Special Administrative Region" in the amount of this Agreement and the completion Vendor's 50% share of this Agreement and the transactions contemplated thereby; and 4.3.3 deliver to the Vendor a duly executed counterpart Deed of Assignment of Debt. 4.4 As soon as practicable after Completion the Purchaser shall present the instruments of transfer together with the share certificates estimated stamp duty payable in respect of the Sale Shares to the Company for registration of the transfer. 4.5 All the transactions described in Clauses 4.2 and 4.3 above shall take place at the same time, so that in default of the performance of any such transactions by one party, the other party shall not be obliged to complete the sale and purchase aforesaid (without prejudice to any further legal remedies)of the Sale Shares.

Completion. 4.1 6.1 Completion shall take place forthwith on execution and exchange of this Agreement at the offices Company's registered office (or such other place as the Buyer and the Seller shall agree) on the Completion Date whereupon: (a) the Seller shall cause to be delivered to each of Maxwell Batley 27 Chancery Lane London WC2.the Buyers (a) share transfer(s) into the name of each of the Buyers in respect of 50% of the then total issued share capital of the Company duly executed and accompanied by the relevant share certificate(s); 4.2 Upon Completio▇ (b) the Seller shall procure the transfers mentioned in clause 6.1 (a) shall be approved for registration (subject to their being represented duly stamped); (c) the Seller shall procure that all minute books, share registers and other statutory books (duly written up to date), the common seal and share certificate books, Certificate of Incorporation and copies of the Memorandum and Articles of Association of the Company shall be delivered to or made available for collection by the Buyers; (d) the Seller shall procure that ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇h▇▇, ▇▇▇▇▇▇▇▇ :- ▇.▇.▇ ▇eliver to the Purchaser duly completed and signed transfers of the Sale Shares by the registered holders thereof in favour of the Purchaser (or as it may direct) together with the respective bought/sold notes and original share certificates in relation to the Sale Shares together with a letter of confirmation that any existing trust between the Vendor and Hunt (UK) is cancelled; 4.2.2 cause a board meeting of ▇▇▇ Company to be held at which (inter alia) the existing directors of the Company shall :- (i) approve the registration of the Purchaser and or its nominee ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ resign as members of the Company in respect of the Sale Shares subject to the production of duly stamped instruments of transfer; (ii) revoke all existing mandates for the operation of all the bank accounts officers of the Company and issue that a resolution of the Company is passed for the Company to adopt new mandates giving authority to persons nominated by Articles of Association in such form as the Purchaser provided that the Purchaser shall give at least 3 Business Days' advance notice of this in writing to the VendorBuyers may reasonably require; (iiie) appoint such persons as the Purchaser may nominate to be validly appointed as additional directors of the Company and upon such appointment forthwith cause all the existing directors of the Company to retire from their respective offices and resign as employees each delivering to the Purchaser a letter under seal in agreed terms acknowledging Seller shall procure that the person so retiring and resigning has no entitlement to claim compensation for wrongful dismissal or unfair dismissal or to payment for redundancy or in respect of any other moneys or benefits due to him from the Company arising out of or in connection with his employment and/or its termination; (iv) [deleted] (v) deliver to the Purchaser a counterpart Deed of Assignment of Debt duly executed by Hunt (UK) and Hunt (NL) together with a let▇▇▇ of acknowl▇▇▇▇ment ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ resign as officers of Hago Products Limited; (f) the Seller shall procure that ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ resign as trustees of the Beldray Pension Scheme; (g) the Seller shall procure that the deeds relating to the Deed of Assignment of Debt signed Property which are in the Seller's possession or control shall be delivered to or/made available for collection by the Company. 4.3 Upon Completion the Purchaser shall :- 4.3.1 effect a telegraphic transfer to the Vendor of HK$2,102,800 being the aggregate amount of the Share Price and the first instalment of the Debt Price as set out in the Deed of Assignment of Debt; 4.3.2 deliver to the Vendor certified true copies of the board resolutions of the Purchaser approving the acquisition of the Sale Shares, the execution of this Agreement and the completion of this Agreement and the transactions contemplated therebyBuyers; and 4.3.3 deliver (h) the Seller shall procure that the appropriate forms to amend the mandate given by the Company to its bankers are supplied to the Vendor a duly executed counterpart Deed of Assignment of DebtBuyers. 4.4 As soon as practicable after Completion the Purchaser shall present the instruments of transfer together with the share certificates in respect of the Sale Shares to the Company for registration of the transfer. 4.5 All the transactions described in Clauses 4.2 and 4.3 above shall take place at the same time, so that in default of the performance of any such transactions by one party, the other party shall not be obliged to complete the sale and purchase aforesaid (without prejudice to any further legal remedies).

Completion. 4.1 Completion shall take place forthwith on execution and exchange of this Agreement 28 February 1997 at the offices of Maxwell Batley 27 Chancery Lane London WC2.the Purchaser's Solicitors or such other offices as the parties may subsequently agree when:- 4.2 Upon Completio▇ ▇▇▇ ▇▇▇▇▇▇ ▇h▇▇▇ :- ▇.▇.▇ ▇eliver 4.1.1 the Vendors shall deliver or cause to be delivered to the Purchaser Purchaser:- (a) duly completed and signed transfers of the Sale Shares by the registered holders thereof in favour of the Purchaser (or as it may direct) executed Transfers together with the respective bought/sold notes and original relative share certificates in relation to respect of the Sale Shares together with a letter of confirmation that any existing trust between the Vendor and Hunt (UK) is cancelledShares; 4.2.2 cause a board meeting of ▇▇▇ Company to be held at which (inter aliab) the existing directors certificate of incorporation, all certificates on change of name, the seal and statutory books of the Company shall :-made up to the date of Completion; (ic) approve the registration Leases to the Property; (d) if the Purchaser so requires an effective waiver by each of the Purchaser and or its nominee as members of the Company in respect of any rights which he may have under the Articles of Association of the Sale Company to have the Shares subject or any of them offered to him for purchase and any other documents necessary to substantiate the production right of duly stamped instruments the transferors of transferthe Shares pursuant to this Agreement to transfer the same; (iie) revoke all existing mandates for written confirmation pursuant to Clause 3.1; (f) written resignation letters executed under seal by such of the operation of all the bank accounts directors and secretaries of the Company and issue new mandates giving authority to persons nominated by the Subsidiaries as the Purchaser provided may nominate, each such letter incorporating an acknowledgement that the Purchaser party resigning has no claims (whether for compensation for loss of office or termination of employment, unpaid remuneration or otherwise howsoever) against the Company or any of the Subsidiaries; and 4.1.2 the Vendors shall give procure that the Directors shall hold a meeting of the Board of the Company at least 3 Business Days' advance notice of this in writing to the Vendor;which (iiia) the Directors shall appoint such persons as the Purchaser may nominate to be validly appointed as additional directors of the Company and upon procure the resignation without compensation of any nature whatsoever of such appointment forthwith cause all of the existing directors Directors and Secretary of the Company to retire from their respective offices and resign as employees each delivering to the Purchaser a letter under seal in agreed terms acknowledging that the person so retiring and resigning has no entitlement to claim compensation for wrongful dismissal or unfair dismissal or to payment for redundancy or in respect of any other moneys or benefits due to him from the Company arising out of or in connection with his employment and/or its terminationmay nominate; (ivb) [deleted]the Directors shall vote in favour of the registration of the Purchaser or its nominees as members of the Company subject to the production of duly stamped and completed Transfers; (vc) deliver there shall be presented the written resignation of the present Auditors which shall contain a statement that there are no circumstances connected with such resignation which they consider should be brought to the Purchaser attention of the shareholders or creditors of the Company and a counterpart Deed statement of Assignment the amount of Debt duly executed by Hunt their outstanding fees and costs; (UKd) Messrs Price Waterhouse shall be appointed Auditors; 15 4.1.3 the Vendors shall procure the convening of an extraordinary general meeting of the Company and Hunt (NL) together with the passing of a let▇▇▇ special resolution to adopt new articles of acknowl▇▇▇▇ment association in the approved terms; 4.1.4 the Vendors shall procure that the Company will and the other persons and parties thereto shall enter into the Service Agreements; 4.1.5 Subject to the Deed of Assignment of Debt signed performance by the Company. 4.3 Upon Completion Vendors of their obligations in accordance with the foregoing provisions of this Clause 5, the Purchaser shall :- 4.3.1 effect a telegraphic transfer allot to the Vendor of HK$2,102,800 being the aggregate amount each of the Share Price and Vendors the first instalment number of the Debt Price as set out in the Deed of Assignment of Debt; 4.3.2 deliver to the Vendor certified true copies of the board resolutions Consideration Shares of the Purchaser approving to which he is entitled hereunder and deliver the acquisition relative documents of title. 4.2 If in any respect the Sale Sharesprovisions of sub-clauses 4.1.1, 4.1.2, 4.1.3 and 4.1.4 are not complied with on the execution date for Completion set by clause 4.1 the Purchaser and/or the Vendors if appropriate may:- 4.2.1 defer Completion to a date not more than 10 days after the date set out above (and so that the provisions of this Agreement and the completion of this Agreement and the transactions contemplated therebysub-clause shall apply to Completion as so deferred); andor 4.3.3 deliver 4.2.2 proceed to the Vendor a duly executed counterpart Deed of Assignment of Debt. 4.4 As soon Completion so far as practicable after Completion the Purchaser shall present the instruments of transfer together with the share certificates in respect of the Sale Shares to the Company for registration of the transfer. 4.5 All the transactions described in Clauses 4.2 and 4.3 above shall take place at the same time, so that in default of the performance of any such transactions by one party, the other party shall not be obliged to complete the sale and purchase aforesaid (without prejudice to any further legal remediesits rights hereunder).; or

Completion. 4.1 3.1 Completion shall take place forthwith on execution and exchange of this Agreement at the offices of Maxwell Batley 27 Chancery Lane London WC2Mourant du Feu & Jeune, 22 Grenville Street, St Helier, Jersey immediately after the execution of this agreement. 4.2 Upon Completio▇ ▇▇▇ ▇▇▇▇▇▇ ▇h▇▇▇ :- ▇.▇.▇ ▇eliver 3.2 On Completion the Vendors shall deliver to, or procure the delivery to the Purchaser of:- (a) transfers in common form relating to all the Shares duly completed and signed transfers of the Sale Shares by the registered holders thereof executed in favour of the Purchaser (or as it may directhave directed in writing prior to the date hereof); (b) together with the respective bought/sold notes and original share certificates relating to the Shares; (c) effective written resignations executed as their respective deeds of ▇▇ ▇▇▇▇▇ and ▇▇ ▇ ▇ ▇▇▇▇▇▇▇▇▇▇▇ from their offices as director and any office or employment of or by the Company containing a confirmation that they have no claim against the Company for compensation for loss of office or termination of employment or otherwise whether statutory or otherwise or for unpaid remuneration; (d) the Deed of Indemnity duly executed by the Vendors; (e) a release duly executed as a deed by each of the Vendors in the agreed form, releasing the Company and the Subsidiaries from any liability whatsoever (actual or contingent) which may be owing to the Vendors by the Company or any of the Subsidiaries; (f) a certified copy of the release given by Bank of Ireland in relation to all security granted pursuant to the Sale Shares together with a letter Bank of confirmation that any existing trust between the Vendor and Hunt (UK) is cancelledIreland Facility; 4.2.2 cause (g) written confirmation from Barclays Bank plc that the initial conditions precedent contained in the Receivables Financing Agreement have been satisfied; (h) a board meeting copy of ▇▇▇ Company to be held at which (inter alia) the existing directors a legal opinion given by A & L Goodbody that there is a true sale in respect of the Company shall :-Receivables Financing Agreement; (i) approve the registration a certified copy of the Purchaser and or its nominee as members of the Company an amendment agreement in respect of the Sale Shares subject to TAGS Facility and the production of duly stamped instruments of transferLiquidity Facility; (iij) revoke all existing mandates for a copy of a legal opinion given by A & L Goodbody to, amongst others, National Westminster Bank Plc confirming that their opinion dated 29 May 1998 and given in respect of the operation TAGS Facility remains accurate and correct; (k) written confirmation from BHF BANK AG that it will not exercise any of all its rights to demand the bank accounts repayment of any amounts outstanding under the BHF Loan Agreement arising as a result of the acquisition; (l) the Indemnity Escrow and Stock Pledge Agreement duly executed by each of the Vendors and the Vendors' Representative, together with the 10 stock powers described in clause 3.1 of such agreement; (m) the Registration Rights Agreement duly executed by each of the Vendors; and (n) opinions in the agreed forms from the Vendor's Solicitors and the legal advisers to the Vendors and the Company in each relevant jurisdiction relating, inter alia, to the right, power and authority of the Vendors to enter into this agreement and the Transaction Documents. 3.3 On Completion the Vendors shall make available to, or procure the availability to the Purchaser of:- (a) the common seals, certificates of incorporation and statutory books and share certificate books of the Company and issue new mandates giving authority to persons nominated by the Purchaser provided that the Purchaser shall give at least 3 Business Days' advance notice of this in writing to the VendorSubsidiaries; (iiib) appoint to the extent that they are in the possession or control of the Company or the relevant Subsidiary, all books of account or reference as to customers and other records and all insurance policies in any way relating to or concerning the respective businesses of the Company and the Subsidiaries; (c) to the extent that they are in the possession or control of the Company or the Subsidiaries all licences, consents, permits and authorisations obtained by or issued to the Company or the Subsidiaries or any other person in connection with the business carried on by it and them and such contracts, deeds or other documents (including assignments of any such licences) as shall have been required by the Purchaser's Solicitors prior to the date hereof; (d) all land certificates, charge certificates, leases, title deeds and other documents relating to the Properties which are located in Ireland, Japan and the United States of America (save to the extent that the same are in the possession of mortgagees thereof disclosed in writing by or on behalf of the Vendors to the Purchaser or its representatives); and (e) share certificates relating to all of the issued shares of each of the Subsidiaries. 3.4 At Completion (and prior to the taking effect of the resignations of the directors referred to in clause 3.2 (c)) the Vendors shall procure the passing of board resolutions of the Company:- (a) sanctioning for registration (subject where necessary to due stamping) the transfers in respect of the Shares; (b) appointing such persons as the Purchaser may nominate to be validly appointed as additional directors of the Company Company; and (c) amending bank mandates by the removal and upon appointment of such appointment forthwith cause all persons as the existing Purchaser may nominate as authorised signatories. 3.5 On Completion the Purchaser shall deliver to the Vendors' Representative:- (a) written confirmation from the Purchaser's transfer agent ("TRANSFER AGENT") that stock certificates evidencing that:- (i) the Consideration Shares, other than the Escrow Shares, have been issued to and in the name of each Vendor in the amounts set out opposite each Vendor's name in column 2 of part C of schedule 1; and (ii) the Escrow Shares have been issued to and in the name of the Escrow Agent (as nominee of the Vendors) in the aggregate amounts set out in column 3 of part C of schedule 1; (b) a certified copy of a resolution of the board of directors of the Company to retire from their respective offices and resign as employees each delivering to Purchaser authorising the entry into of this agreement by the Purchaser a letter under seal in agreed terms acknowledging that and the person so retiring and resigning has no entitlement to claim compensation for wrongful dismissal or unfair dismissal or to payment for redundancy or in respect allotment of any other moneys or benefits due to him from the Company arising out of or in connection with his employment and/or its terminationConsideration Shares; (ivc) [deleted] (v) deliver to an opinion in the Purchaser a counterpart Deed of Assignment of Debt duly executed by Hunt (UK) and Hunt (NL) together with a let▇▇▇ of acknowlagreed form from Arnall Golden & ▇▇▇▇ment ▇▇▇ relating, inter alia, to the Deed right, power and authority of Assignment of Debt signed the Purchaser to enter into this agreement and the Transaction Documents; (d) the Registration Rights Agreement duly executed by the CompanyPurchaser; and (e) the Indemnity Escrow and Stock Pledge Agreement duly executed by the Purchaser. 4.3 Upon Completion 3.6 On Completion, and on behalf of each of the Vendors, the Purchaser shall :- 4.3.1 effect a telegraphic transfer to procure that the Vendor Transfer Agent shall deposit into escrow that aggregate number of HK$2,102,800 being the aggregate amount of the Share Price and the first instalment of the Debt Price as Consideration Shares set out in the Deed column 3 of Assignment part C of Debt; 4.3.2 deliver to the Vendor certified true copies schedule 1 in respect of the board resolutions General Indemnified Claims (as defined in clause 4.7 below) (the "ESCROW SHARES"), which Escrow Shares shall be held by the Escrow Agent as a non-exclusive source for claims for indemnification hereunder in accordance with the terms of the Purchaser approving the acquisition of the Sale Shares, the execution of this Agreement Indemnity Escrow and the completion of this Agreement and the transactions contemplated thereby; and 4.3.3 deliver to the Vendor a duly executed counterpart Deed of Assignment of DebtStock Pledge Agreement. 4.4 3.7 As soon as reasonably practicable following Completion and in any event no later than 5 business days after Completion Completion, the Purchaser shall present procure that the instruments Transfer Agent shall despatch to the Vendors' Representative (for these purposes, care of transfer together with the share Vendors' Solicitors) stock certificates in respect of the Sale Consideration Shares referred to in clause 3.5(a)(i) above and shall despatch to the Company for registration Escrow Agent stock certificates in respect of the transferEscrow Shares referred to in clause 3.5(a)(ii) above. 4.5 All the transactions described in Clauses 4.2 and 4.3 above shall take place at the same time, so that in default of the performance of any such transactions by one party, the other party shall not be obliged to complete the sale and purchase aforesaid (without prejudice to any further legal remedies).

Completion. 4.1 Completion Subject to the provisions in Clause 2 hereof, completion of the sale and purchase of the Sale Shares shall take place forthwith on execution and exchange of this Agreement at the offices of Maxwell Batley 27 Chancery Lane London WC2. 4.2 Upon Completio▇ Arculli Fong & Ng (the "PURCHASER'S SOLICITORS"), the Solicitors for the Purchaser, at ▇▇▇ ▇▇▇▇▇▇ ▇h▇▇▇ ▇▇▇▇▇, Central, Hong Kong or any other place as the Parties may agree at 5:00 p.m. on a Friday of the week immediately following the week when the Approval is granted by the SFC, when the following business shall simultaneously be transacted :- ▇.▇.▇ ▇eliver (a) the Purchaser shall deliver to the Vendor the following :- (i) a solicitor's cheque for payment of the balance of the Consideration and the Vendor's Solicitors will release the Deposit to the Vendor; and (ii) a certified copy of each of the minutes of the board of directors of the Purchaser and the Guarantor approving this Agreement and authorizing/confirming the authorization of an authorised person for signing of this Agreement and (for the Purchaser) the bought note and the instrument of transfer and any other incidental documents hereof; (b) the Vendor shall deliver to the Purchaser duly completed the following :- (i) sold notes and signed transfers instrument of the Sale Shares by the registered holders thereof transfer in favour of the Purchaser (or as it may direct) together in respect of the Sale Shares all executed by the Vendor in accordance with the respective bought/sold notes and Stamp Duty Ordinance; (ii) original share certificates certificate(s) or re-issued share certificate(s) in relation respect of the Sale Shares; (iii) such other documents as may be reasonably required to give a good and effective transfer of title to the Sale Shares together with to the Purchaser and to enable them to become the registered holders thereof; (iv) a letter cheque drawn in favour of confirmation that any existing trust between the Government of the Hong Kong Special Administrative Region for an amount equivalent to the stamp duty payable under the Stamp Duty Ordinance in respect of the sold notes in respect of the Sale Shares; (v) a certified copy of the minutes of the board of directors of the Vendor (if the Vendor is a corporate) approving the sale of the Sale Shares and Hunt (UK) is cancelledauthorizing/confirming the authorization of an authorised person for signing of this Agreement and the sold note and the instrument of transfer and any other incidental documents hereof; 4.2.2 (vi) to the extent that the same are not already in the possession of the Company or its agents, the certificate of incorporation, business registration certificate, common seal of the Company, all copies of memorandum and articles of association of the Company, the statutory books of the Company duly made up to date, any unissued share certificates, all current insurance policies, books and accounts and other records, cheque books, title deeds and evidence of ownership to all assets of the Company and all current contracts; (vii) an original of the Disclosure Letter duly executed by the Vendor in the form identical to that attached as Schedule 3 hereto or with lesser disclosures; (c) the Vendor shall cause a board meeting of ▇▇▇ the board of directors of the Company to be held at which (inter alia) the existing directors of the Company resolutions shall be passed to :- (i) approve the registration transfer of the Sale Shares; (ii) register (subject to stamping) the transfer of the Sale Shares referred to above and to issue new certificate(s) for the Sale Shares in the name(s) of the Purchaser; (iii) appoint one person as the Purchaser and or its nominee may nominate as members the Chairman of the Company and such person(s) as the Purchaser may nominate as director(s) of the Company and (subject to the approval of the SFC) one person as the Purchaser may nominate as the Responsible Officer of the Company all to take effect from the close of business of the said meeting if so required by the Purchaser; and (iv) amend all banking authorisations, instructions and mandates of the Company in such manner as the Purchaser may direct; and (d) the Purchaser shall :- (i) produce for inspection by the Vendor the bought notes in respect of the Sale Shares subject to executed by the production of duly stamped instruments of transfer;Purchaser in compliance with the Stamp Duty Ordinance; and (ii) revoke all existing mandates for procure the operation of all the bank accounts stamping of the Company bought and issue new mandates giving authority to persons nominated by sold notes and the Purchaser provided that the Purchaser shall give at least 3 Business Days' advance notice instrument of this in writing to the Vendor; (iii) appoint such persons as the Purchaser may nominate to be validly appointed as additional directors of the Company and upon such appointment forthwith cause all the existing directors of the Company to retire from their respective offices and resign as employees each delivering to the Purchaser a letter under seal in agreed terms acknowledging that the person so retiring and resigning has no entitlement to claim compensation for wrongful dismissal or unfair dismissal or to payment for redundancy or transfer in respect of any other moneys or benefits due to him from the Company arising out of or in connection with his employment and/or its termination; (iv) [deleted] (v) deliver to the Purchaser a counterpart Deed of Assignment of Debt duly executed by Hunt (UK) and Hunt (NL) together with a let▇▇▇ of acknowl▇▇▇▇ment to the Deed of Assignment of Debt signed by the Company. 4.3 Upon Completion the Purchaser shall :- 4.3.1 effect a telegraphic transfer to the Vendor of HK$2,102,800 being the aggregate amount of the Share Price and the first instalment of the Debt Price as set out in the Deed of Assignment of Debt; 4.3.2 deliver to the Vendor certified true copies of the board resolutions of the Purchaser approving the acquisition of the Sale Shares, the execution of this Agreement and the completion of this Agreement and the transactions contemplated thereby; and 4.3.3 deliver to the Vendor a duly executed counterpart Deed of Assignment of Debt. 4.4 As Shares as soon as practicable after Completion the Purchaser shall thereafter and present the instruments said instrument of transfer together with the share certificates certificate(s) in respect of the Sale Shares to the Company for registration of the transfer. 4.5 All the 4.2 The transactions described in Clauses 4.2 and 4.3 above Clause 4.1 hereof shall take place at the same time, so that in default of the performance of any such transactions by one partya Party, the other party Party shall not be obliged to complete the sale and purchase aforesaid (without prejudice to any further legal remedies)aforesaid. 4.3 Immediately after Completion, the Purchaser and the Vendor shall enter into an option agreement in the form and substance as set out in Schedule 4 hereto.

Completion. 4.1 7.1 Completion shall take place forthwith on execution and exchange of this Agreement at the offices of Maxwell Batley 27 Chancery Lane London WC2the Buyer's Solicitors on 28th February, 2005. 4.2 Upon Completio▇ ▇▇▇ ▇▇▇▇▇▇ ▇h▇▇▇ :- ▇.▇.▇ ▇eliver 7.2 At Completion the Seller shall deliver or procure to be delivered to the Purchaser duly completed Buyer those items set out in Schedule 3. 7.3 The Seller shall procure that the directors of each Target Group Company shall convene and signed transfers at Completion hold a meeting of board of directors at which the Sale Shares by directors shall (to the registered holders thereof extent relevant to each such company): (a) vote in favour of the Purchaser (or as it may direct) together with the respective bought/sold notes and original share certificates in relation to the Sale Shares together with a letter of confirmation that any existing trust between the Vendor and Hunt (UK) is cancelled; 4.2.2 cause a board meeting of ▇▇▇ Company to be held at which (inter alia) the existing directors of the Company shall :- (i) approve the registration of the Purchaser and or Buyer and/or its nominee nominee(s) as members member(s) of the Company company in respect of the Sale Shares (subject to the production of duly stamped instruments of transfertransfers); (iib) revoke all existing mandates for the operation of all the bank accounts of the Company and issue new mandates giving authority to persons nominated by the Purchaser provided that the Purchaser shall give at least 3 Business Days' advance notice of this in writing to the VendorBuyer; (iiic) change the registered office of the company to such place as is nominated by the Buyer; (d) change the financial year end of the company to 31st December; (e) appoint such persons as the Purchaser Buyer may nominate to be validly appointed as additional directors directors, secretary and auditors of the Company company with immediate effect and upon approve the resignations of such appointment forthwith cause all persons as directors, secretary and auditors as may be required by the existing directors Buyer; (f) convene an extraordinary general meeting of the Company company to retire from their respective offices consider a resolution to adopt Articles of Association in a form approved by the Buyer; (g) approve and resign as employees each delivering to authorise the Purchaser a letter under seal in agreed terms acknowledging that execution by the person so retiring company of the Tax Deed; and (h) approve and resigning has no entitlement to claim compensation for wrongful dismissal or unfair dismissal or to payment for redundancy or in respect authorise the execution by the company of any other moneys of the Service Agreements (if any) to which it is a party. 7.4 The Warrantors and the Seller shall procure at Completion: (a) the payment of all monies owing to each Target Group Company (whether then due for payment or benefits due not) by the Seller or the Warrantors or any director of any Target Group Company or by any of them or any Connected Person; (b) the release of any and all guarantees or indemnities or security given by any Target Group Company for or on behalf of the Seller or the Warrantors or for or on behalf of any director of any Target Group Company or for or on behalf of any of them or any Connected Person. 7.5 The Seller and the Warrantors shall procure at Completion that: (a) any Intellectual Property or Know-How owned, used or held by the Warrantors or the Seller Group is assigned or otherwise transferred to him from one of the Company arising out Target Group Companies; (b) the rights and claims (if any) of or the Warrantors and any member of the Seller Group in connection with his employment past infringements of the Intellectual Property Rights or any inventions or discoveries described therein shall be assigned to one of the Target Group Companies; and (c) that an amount equal to the Escrow Amount is paid to the Escrow Agents who shall deal with the same in accordance with terms of the Escrow Agreement. 7.6 The Seller and the Warrantors shall, and shall procure that any member of the Seller Group shall: (a) assign and/or its terminationdeliver to a Target Group Company any asset whatever (including bank balances, agencies or appointments) in their name or in the name of a company or companies controlled by them which asset is related to the Business of any Target Group Company carried on at Completion; (ivb) [deleted] (v) deliver to the Purchaser a counterpart Deed of Assignment of Debt duly executed by Hunt (UK) and Hunt (NL) together with a let▇▇▇ of acknowl▇▇▇▇ment to the Deed of Assignment of Debt signed by the Companyirrevocably waive any claims against any Target Group Company its agents, or employees which they may have outstanding at Completion. 4.3 Upon Completion the Purchaser shall :- 4.3.1 effect a telegraphic transfer to the Vendor of HK$2,102,800 being the aggregate amount 7.7 At Completion, each of the Share Price and parties thereto shall enter into the first instalment of the Debt Price as set out in the Deed of Assignment of Debt; 4.3.2 deliver to the Vendor certified true copies of the board resolutions of the Purchaser approving the acquisition of the Sale Shares, the execution of this Agreement and the completion of this Agreement and the transactions contemplated thereby; and 4.3.3 deliver to the Vendor a duly executed counterpart Deed of Assignment of DebtTax Deed. 4.4 As soon as practicable after Completion the Purchaser shall present the instruments of transfer together with the share certificates in respect of the Sale Shares to the Company for registration of the transfer. 4.5 All the transactions described in Clauses 4.2 and 4.3 above shall take place at the same time, so that in default of the performance of any such transactions by one party, the other party shall not be obliged to complete the sale and purchase aforesaid (without prejudice to any further legal remedies).

Completion. 4.1 Unless otherwise agreed Completion shall take place forthwith on execution and exchange of this Agreement at the offices of Maxwell Batley 27 Chancery Lane London WC2the Purchaser's Solicitors on or before 2.00 p.m. on the Completion Date. 4.2 Upon Completio▇ On Completion the Vendor shall:- (A) deliver to the Purchaser:- (i) duly executed transfers of the Shares in favour of the Purchaser or the Purchaser's nominee(s) together with the share certificates therefor or an indemnity in a form reasonably required by the Purchaser in the case of any missing share certificates; (ii) to the extent not given in this Agreement, irrevocable powers of attorney in the Agreed Form executed by each of the registered holders of the Shares authorising the Purchaser or its nominees to exercise all voting and other rights attaching to the Shares until registration of the Purchaser or such nominees as the holder(s) thereof; (iii) share certificates in respect of all the issued shares in the Subsidiary and duly executed transfers in blank in respect of all of such shares not registered in the name of the Company; (iv) the Certificate(s) of Incorporation the Common Seal Minute Book Register of Members (duly written up to date) Share Certificate book and all other statutory records of each of the Companies; (v) the Tax Deed duly executed as a deed by each of the Covenantors therein mentioned; (vi) a confirmation in Agreed Form executed as a deed by each of the Vendor and Mr. ▇▇▇ . ▇▇▇▇▇▇ ▇h▇▇▇ :-the effect that (except as expressly therein mentioned) he has no claim whether as officer employee or otherwise against any of the Companies and that none of the Companies is in any way indebted to him; 9 ▇.▇.▇ ▇eliver (vii) the written resignations of each of the Directors and the Secretary of each of the Companies, each such resignation to be executed as a deed and to confirm that the person resigning has no claims against such Company for compensation for loss of office or otherwise; (viii) the written resignations of the auditors of each of the Companies, each such resignation to be in the form required by Section 394 of the Companies Act and to confirm that such Auditors are of the opinion that there are no circumstances of the nature referred to in Section 394(1) of the Companies Act that need to be brought to the Purchaser duly completed and signed transfers attention of the Sale Shares by members or creditors of such Company in connection with their resignation; (ix) a statement showing the registered holders thereof in favour balances on all bank accounts of the Purchaser (or as it may direct) Group at the latest practicable date prior to Completion together with a list of all sums received and cheques drawn in excess of (pound)1,000 for any one item since the respective bought/sold notes date of the relevant statement; (x) all cheque books and original share certificates credit cards of the Group and a letter to each of the bankers of the Group, signed by sufficient duly authorised signatories, cancelling the existing mandates of the Group and authorising the bankers to deal with such authorised representatives as the Purchaser shall nominate in relation to the Sale Shares together with a letter terms of confirmation that any existing trust between the Vendor and Hunt (UK) is cancelled; 4.2.2 cause a board meeting of ▇▇▇ Company to be held at which (inter alia) the existing directors of the Company shall :- (i) approve the registration of the Purchaser and or its nominee as members of the Company in respect of the Sale Shares subject to the production of duly stamped instruments of transferreplacement mandates therefor; (iixi) revoke all existing mandates for the operation title deeds to the Properties (except to the extent in the possession of mortgagees or other security holders as specifically disclosed, with reference to this Clause, in the Disclosure Letter). (B) repay or procure the repayment in full of all amounts owing (even if not due for repayment) to the bank accounts Group by the Vendor or any of his connected persons or associates and shall procure that all guarantees or indemnities given by or binding on any of the Company and issue new mandates giving authority to persons nominated by the Purchaser provided that the Purchaser shall give at least 3 Business Days' advance notice of this in writing to the Vendor; (iii) appoint such persons as the Purchaser may nominate to be validly appointed as additional directors of the Company and upon such appointment forthwith cause all the existing directors of the Company to retire from their respective offices and resign as employees each delivering to the Purchaser a letter under seal in agreed terms acknowledging that the person so retiring and resigning has no entitlement to claim compensation for wrongful dismissal or unfair dismissal or to payment for redundancy or Companies in respect of any other moneys liabilities or benefits due obligations (actual or contingent) of the Vendor or any of such connected persons or associates are fully and effectively released without cost to him from any of the Company arising out of or in connection with his employment and/or its termination;Companies. (ivC) [deleted] (v) deliver to procure that each of the Purchaser a counterpart Deed of Assignment of Debt duly executed by Hunt (UK) and Hunt (NL) together with a let▇▇▇ of acknowlVendor, Mr. ▇▇▇▇ment to the Deed of Assignment of Debt signed by the Company. 4.3 Upon Completion the Purchaser shall :- 4.3.1 effect a telegraphic transfer to the Vendor of HK$2,102,800 being the aggregate amount of the Share Price and the first instalment of the Debt Price as set out in the Deed of Assignment of Debt; 4.3.2 deliver to the Vendor certified true copies of the board resolutions of the Purchaser approving the acquisition of the Sale Shares, the execution of this Agreement and the completion of this Agreement and the transactions contemplated thereby; and 4.3.3 deliver to the Vendor a duly executed counterpart Deed of Assignment of Debt. 4.4 As soon as practicable after Completion the Purchaser shall present the instruments of transfer together with the share certificates in respect of the Sale Shares to the Company for registration of the transfer. 4.5 All the transactions described in Clauses 4.2 and 4.3 above shall take place at the same time, so that in default of the performance of any such transactions by one party, the other party shall not be obliged to complete the sale and purchase aforesaid (without prejudice to any further legal remedies).▇▇ ▇▇▇ Mr.

Completion. 4.1 Completion Part 1: What the Sellers shall take place forthwith deliver to the Buyer at Completion 1. At Completion, the Sellers shall deliver or cause to be delivered to the Buyer the following documents and evidence: (a) transfers of the Sale Shares executed by the registered holders in favour of the Buyer or its nominees; (b) the share certificates for the Sale Shares in the names of the registered holders or an indemnity in the agreed form for any lost certificates; (c) the waivers, consents and other documents required to enable the Buyer and/or its nominees to be registered as the holders of the Sale Shares including, but not limited to, those relating to limitations on execution transfer of shares/pre-emption rights contained in the Articles of Association; (d) an irrevocable power of attorney in agreed form given by the Sellers in favour of the Buyer or its nominees to enable the Buyer (or its proxies) to exercise all voting and exchange other rights attaching to the Sale Shares before the transfer of the Sale Shares is registered in the register of members; (e) the original of any power of attorney under which any document to be delivered to the Buyer under this Agreement paragraph 1 has been executed; (f) The statutory registers and minute books (written up to the time of Completion), certificate of incorporation and any certificates of incorporation on change of name of the Company; (g) the written resignation, executed as a deed and in the agreed form, of the directors and secretaries of the Company from their offices and employment with the Company and in each case acknowledging under seal that he has no claim against the Company whether for loss of office or otherwise; (h) the written resignation of the auditors of the Company by: (i) a statement that there are no circumstances connected with the auditors´ resignation which should be brought to the notice of the members or creditors of the Company; and (ii) a written assurance that the resignation and statement have been, or will be, deposited at the offices registered office of Maxwell Batley 27 Chancery Lane London WC2. 4.2 Upon Completio▇ the Company in accordance with section 394 of the Companies ▇▇▇ ▇▇▇▇▇▇ ▇h▇▇▇ :-; ▇.▇.▇ ▇eliver to the Purchaser duly completed and signed transfers (i) a copy of the Sale Shares by the registered holders thereof in favour new articles of association of the Purchaser Company appropriate for filing at Companies House; (or as it may directj) together with a certified copy of the respective bought/sold notes and original share certificates minutes of the board meetings held pursuant to Part 2 of this Schedule 3; (k) in relation to the Sale Shares together with a letter of confirmation that any existing trust between the Vendor and Hunt (UK) is cancelled; 4.2.2 cause a board meeting of ▇▇▇ Company to be held at which (inter alia) the existing directors of the Company shall Company:- (i) approve statements from each bank at which it has an account, giving the registration balance of each account at the Purchaser and or its nominee as members close of business on the Company in respect of the Sale Shares subject to the production of duly stamped instruments of transferlast Business Day before Completion; (ii) revoke all existing mandates for the operation of all the bank accounts of the Company cheque books in current use and issue new mandates giving authority to persons nominated by the Purchaser provided written confirmation that the Purchaser shall give at least 3 Business Days' advance notice of this in writing to the Vendorno cheques have been written since those statements were prepared; (iii) appoint such persons as the Purchaser may nominate to be validly appointed as additional directors details of the Company and upon such appointment forthwith cause all the existing directors of the Company to retire from their respective offices and resign as employees each delivering to the Purchaser a letter under seal in agreed terms acknowledging that the person so retiring and resigning has no entitlement to claim compensation for wrongful dismissal or unfair dismissal or to payment for redundancy or in respect of any other moneys or benefits due to him from the Company arising out of or in connection with his employment and/or its termination;cash book balances; and (iv) [deleted]reconciliation statements reconciling the cash book balances and the cheque books with the bank statements delivered; (vl) deliver to the Purchaser a counterpart Deed of Assignment of Debt duly executed by Hunt (UK) and Hunt (NL) together with a let▇▇▇ of acknowl▇▇▇▇ment to the Deed of Assignment of Debt signed by the CompanySurrender. 4.3 Upon Completion the Purchaser shall :-(m) The New Lease 4.3.1 effect a telegraphic transfer to the Vendor of HK$2,102,800 being the aggregate amount (n) evidence, in agreed form, that any indebtedness or other liability of the Share Price and the first instalment kind described in paragraph 13 of the Debt Price as set out in the Deed of Assignment of DebtPart 2.1 (Transactions with Warrantors) has been discharged; 4.3.2 deliver to the Vendor certified true copies of the board resolutions of the Purchaser approving the acquisition of the Sale Shares(o) evidence, the execution of this Agreement and the completion of this Agreement and the transactions contemplated thereby; and 4.3.3 deliver to the Vendor a duly executed counterpart Deed of Assignment of Debt. 4.4 As soon as practicable after Completion the Purchaser shall present the instruments of transfer together with the share certificates in respect of the Sale Shares to agreed form, that the Company has been discharged from any responsibility for registration of the transfer. 4.5 All indebtedness, or for the transactions described default in Clauses 4.2 and 4.3 above shall take place at the same time, so that in default of the performance of any obligation, of any other person; and (p) all charges, mortgages, debentures and guarantees to which the Company is a party and, in relation to each such transactions by one party, instrument and any covenants connected with it: (i) a sealed discharge or release in the other party shall not be obliged to complete agreed form; and (ii) a sworn and completed Form 403a (declaration that part of the sale and purchase aforesaid (without prejudice to any further legal remediesproperty or undertaking charged has been released from the charge).

Completion. 4.1 5.1 Completion shall take place forthwith at 12:00 noon (Hong Kong time) on execution the Completion Date or at such other time or place as CDI and exchange of this Agreement at the offices of Maxwell Batley 27 Chancery Lane London WC2DAPL may agree in writing. 4.2 Upon Completio5.2 At Completion, DAPL shall deliver or procure to be delivered to CDI: (a) a copy (certified as a true copy by a director or the company secretary of DAPL) of the resolutions of the board of directors of DAPL authorising the execution of, and performance by, DAPL of its obligations under the Transaction Documents to which it is a party; (b) the original instrument of transfer and sold note in respect of the Repurchase Shares duly executed by DAP▇ ▇▇ favour of CDI; (c) the original share certificate(s) in respect of the Repurchase Shares issued in the name of DAPL; (d) the original instrument of transfer and bought note in respect of the Mengniu Conversion Shares duly executed by DAP▇ ▇▇ ▇▇▇▇favour of CDI; and (e) the original instrument of transfer and bought note in respect of the CMD Conversion Shares duly executed by DAP▇ ▇▇ ▇h▇▇▇ :-favour of CDI; and ▇.▇.▇ ▇eliver to the Purchaser duly completed and signed transfers (f) a copy of the Sale Shares by the registered holders thereof in favour duly signed resignation letters or removal notices for each of the Purchaser DAPL nominated directors on the Board and on the board of directors of Prominent Achiever Limited. 5.3 At Completion, CDI shall: (a) deliver or procure to be delivered to DAPL: (i) a copy (certified as it may directa true copy by a director or the company secretary of CDI) together with of the respective bought/sold notes resolutions of the Board authorising the execution of, and original share certificates performance by, CDI of its obligations under, (A) this Agreement, (B) the deed in relation to transfer costs and Tax arising from the Transactions, and (C) the deed of termination in relation to the Sale Shares together with a letter of confirmation that any existing trust between the Vendor and Hunt (UK) is cancelled; 4.2.2 cause a board meeting of ▇▇▇ Company to be held at which (inter alia) the existing directors of the Company shall :- (i) approve the registration of the Purchaser and or its nominee as members of the Company in respect of the Sale Shares subject to the production of duly stamped instruments of transferCDI Shareholders’ Agreement; (ii) revoke all existing mandates for a copy (certified as a true copy by a director or the operation company secretary of all the bank accounts COFCO Dairy) of the Company resolutions of the board of directors of COFCO Dairy authorising the execution of, and issue new mandates giving authority to persons nominated by performance by, COFCO Dairy of its obligations under, (A) this Agreement, and (B) the Purchaser provided that the Purchaser shall give at least 3 Business Days' advance notice deed of this termination in writing relation to the VendorCDI Shareholders’ Agreement; (iii) appoint such persons a copy (certified as a true copy by a director or the Purchaser may nominate to be validly appointed as additional company secretary of CSL) of the resolutions of the board of directors of CSL authorising the Company execution of, and upon such appointment forthwith cause all performance by, CSL of its obligations under, (A) this Agreement, and (B) the existing directors deed of the Company to retire from their respective offices and resign as employees each delivering termination in relation to the Purchaser a letter under seal in agreed terms acknowledging that the person so retiring and resigning has no entitlement to claim compensation for wrongful dismissal or unfair dismissal or to payment for redundancy or in respect of any other moneys or benefits due to him from the Company arising out of or in connection with his employment and/or its terminationCDI Shareholders’ Agreement; (iv) [deleted]the original instrument of transfer and bought note in respect of the Repurchase Shares duly executed by CDI in favour of DAPL; (v) deliver to the Purchaser a counterpart Deed of Assignment of Debt duly executed by Hunt (UK) and Hunt (NL) together with a let▇▇▇ of acknowl▇▇▇▇ment to the Deed of Assignment of Debt signed by the Company. 4.3 Upon Completion the Purchaser shall :- 4.3.1 effect a telegraphic transfer to the Vendor of HK$2,102,800 being the aggregate amount of the Share Price and the first instalment of the Debt Price as set out in the Deed of Assignment of Debt; 4.3.2 deliver to the Vendor certified true copies of the board resolutions of the Purchaser approving the acquisition of the Sale Shares, the execution of this Agreement and the completion of this Agreement and the transactions contemplated thereby; and 4.3.3 deliver to the Vendor a duly executed counterpart Deed of Assignment of Debt. 4.4 As soon as practicable after Completion the Purchaser shall present the instruments original instrument of transfer together with the share certificates and sold note in respect of the Sale Mengniu Conversion Shares duly executed by CDI in favour of DAPL; and (vi) the original instrument of transfer and sold note in respect of the CMD Conversion Shares duly executed by CDI in favour of DAPL; (b) procure that its designated CCASS participant gives an irrevocable delivery instruction to effect a Free of Payment book-entry settlement of the Mengniu Conversion Shares and the CMD Conversion Shares in accordance with the General Rules and Operational Procedures of CCASS to the Company for registration credit of the transferstock account of the designated CCASS participant of DAPL (whose details will be provided by DAPL prior to Completion) and deliver to DAPL evidence of such irrevocable delivery instruction; and (c) pay to DAPL the amount of the CDI Cash Consideration in accordance with Clause 11. 4.5 All 5.4 The sale and buy-back of the transactions described in Clauses 4.2 Repurchase Shares and 4.3 above the transfer of the Mengniu Conversion Shares and the CMD Conversion Shares shall take place at as simultaneously as possible on the same time, so that Completion Date. 5.5 CDI undertakes to execute or procure to be executed all such documents and do all such acts and things as may be reasonably requested in default of order to give effect to the performance of any such transactions by one party, the other party shall not be obliged Transactions and to complete enable the sale and purchase aforesaid buy-back of the Repurchase Shares, the transfer to DAPL of the Mengniu Conversion Shares and the CMD Conversion Shares, and the payment to DAPL of the CDI Cash Consideration to be carried out and given full force and effect. 5.6 If the provisions of Clauses 5.2 and 5.3 are not fully complied with by DAPL or by CDI before or on the date set for Completion, DAPL (in the case of non- compliance by CDI) or CDI (in the case of non-compliance by DAPL) shall be entitled (in addition to and without prejudice to all other rights and remedies available to the terminating Party, including the right to claim damages) by written notice to the other Parties: (a) to elect to terminate this Agreement (other than Clauses 1 and 10 to 22 (the Surviving Provisions)) without liability on the part of the terminating Party, except in respect of any further legal remediesrights and liabilities which have accrued prior to termination or under any of the Surviving Provisions; (b) to effect Completion so far as practicable having regard to the defaults which have occurred; or (c) to fix a new date for Completion (not being more than five Business Days after the agreed date for Completion), in which case the foregoing provisions of this Clause 5 shall apply to Completion as so deferred. 5.7 Subject to Completion having taken place, DAPL shall arrange for: (a) the lodging with the Stamp Office of the instrument(s) of transfer and bought and sold notes in respect of, (i) the sale and buy-back of the Repurchase Shares, and

Completion. 4.1 Completion of the purchase of the Shares shall take place forthwith on execution and exchange of this Agreement at the offices of Maxwell Batley 27 Chancery Lane London WC2the Civil Law Notary on the Completion Date. 4.2 Upon Completio▇ The notarial deed of transfer of the Shares will be executed before M▇▇▇ . ▇▇▇▇▇▇ ▇h▇▇▇ :-van Waateringe, Civil Law Notary in Amsterdam, The Netherlands, or a deputy of Mr. Van Waateringe, Mr. Van Waateringe, is a civil law notary of Holland Van Gijzen Advocaten en Notarissen, the firm of the external legal advisors of Purchaser. Vendors acknowledge that they are aware of the provisions 9 and 10 of the guidelines concerning the association between civil law notaries and banisters/solicitors as established by the Royal Professional Association of civil Law Notaries (Koninklijke Notariele Beroepsorganisatie). Vendors agree that Holland Van Gijzen Advocaten en Notarissen might in the future advise and act on behalf of Purchaser with respect to this Agreement and the execution thereof, including any dispute. ▇.▇.▇ ▇eliver 4.3 On the Completion Date the Vendors shall deliver to the Purchaser duly completed Purchaser: 4. 3.1 Relevant authorisations and signed transfers powers of attorney (if necessary), and 4. 3.2 the resignation letters of the Sale Shares by the registered holders thereof in favour of the Purchaser (or as it may direct) together with the respective bought/sold notes and original share certificates in relation to the Sale Shares together with a letter of confirmation that any existing trust between the Vendor and Hunt (UK) is cancelled; 4.2.2 cause a board meeting of ▇▇▇ Company to be held at which (inter alia) the existing directors of the Company shall :- (i) approve the registration of the Purchaser and or its nominee as members of the Company in respect supervisory board of the Sale Shares subject to Company, each resignation including a waiver of any non-paid consideration and/or (rights to) damages, which resignations will be accepted by Purchaser under the production discharge of duly stamped instruments each member of transfer;the supervisory board for its liability arising out of the performance of its duties fulfilled in its capacity as member of the supervisory board, (ii) revoke all existing mandates for the operation of all the bank accounts 4.4 A shareholders' meeting of the Company and issue new mandates giving authority to persons nominated by of each of the Purchaser provided that Subsidiaries shall be held on the Purchaser shall give Completion Date at least 3 Business Days' advance notice of this in writing to the Vendor;which: 4. (iii) appoint 4.1 such persons as the Purchaser may nominate to shall be validly appointed as additional directors of the Company and upon each of the Subsidiaries with immediate effect; 4. 4.2 such appointment forthwith cause all persons as the existing directors Purchaser may nominate shall be appointed members of the supervisory board of the Company with immediate effect; 4. 4.3 the Facility Agreement shall be approved; 4. 4.4 each member of the board of directors of each of the Company and each of the Subsidiaries will be instructed and granted powers of attorney to retire from their respective offices represent the Company and resign as employees each delivering the Subsidiaries with respect to the (entering into the) Facility. 4.5 There shall be delivered to the Purchaser a letter under seal in agreed terms acknowledging that on the person so retiring and resigning has no entitlement to claim compensation for wrongful dismissal or unfair dismissal or to payment for redundancy or in respect of any other moneys or benefits due to him from Completion Date: 4. 5.1 the Company arising out of or in connection with his employment and/or its termination; (iv) [deleted] (v) deliver to the Purchaser a counterpart Deed of Assignment of Debt Management Agreements duly executed signed by Hunt (UK) and Hunt (NL) together with a let▇▇M▇ of acknowl▇▇▇▇ment to the Deed of Assignment of Debt signed by the Company. 4.3 Upon Completion the Purchaser shall :- 4.3.1 effect a telegraphic transfer to the Vendor of HK$2,102,800 being the aggregate amount of the Share Price ▇▇▇▇ and the first instalment of the Debt Price as set out in the Deed of Assignment of Debt; 4.3.2 deliver to the Vendor certified true copies of the board resolutions of the Purchaser approving the acquisition of the Sale Shares, the execution of this Agreement and the completion of this Agreement and the transactions contemplated therebyM▇ ▇▇▇▇▇▇▇▇; and 4.3.3 deliver to the Vendor a duly executed counterpart Deed of Assignment of Debt. 4.4 As soon as practicable after Completion the Purchaser shall present the instruments of transfer together with the share certificates in respect of the Sale Shares to the Company for registration of the transfer. 4.5 All the transactions described in Clauses 4.2 and 4.3 above shall take place at the same time, so that in default of the performance of any such transactions by one party, the other party shall not be obliged to complete the sale and purchase aforesaid (without prejudice to any further legal remedies).4

Completion. 4.1 5.1 Completion shall take place forthwith on execution and exchange of this Agreement at the offices of Maxwell Batley 27 Chancery Lane London WC2the Buyer's Solicitors: (a) on a date to be mutually agreed by the Seller and the Buyer; and (b) failing such agreement on the date of the Target Group's accounting period end date immediately following the date when the Works Councils Opinions (as defined in clause 4.5) have been expressed (or the parties have agreed (each acting reasonably) that all information reasonably necessary to allow the Works Councils to give the Works Councils Opinions has been provided and the Works Councils have been given all reasonable opportunity to give their opinions) and all of the Conditions shall have been fulfilled or waived (the "SATISFACTION DATE") (provided that there are at least three clear Business Days between the Satisfaction Date and the date of the Target Group's accounting period end date). 4.2 Upon Completio▇ ▇▇▇ ▇▇▇▇▇▇ ▇h▇▇▇ :- ▇.▇.▇ ▇eliver 5.2 On Completion the Seller shall deliver to, or procure the delivery by the relevant Vendor, or, if the Buyer shall so agree, make available to the Purchaser Buyer:- (a) transfers in common form relating to all the Acquisition Shares duly completed and signed transfers of the Sale Shares executed by the registered holders thereof in favour of the Purchaser Buyer (or as it may direct) together with the respective bought/sold notes and original share certificates in relation to the Sale Shares together with a letter of confirmation that any existing trust between the Vendor and Hunt (UK) is cancelled; 4.2.2 cause a board meeting of ▇▇▇ Company to be held at which (inter alia) the existing directors of the Company shall :-and (i) approve the registration written resolutions of the Purchaser and or its nominee as members sole participants of the Czech Company in respect authorising the transfer of 100% of the Sale Shares subject ownership interests therein to the production of Buyer duly stamped instruments of transferexecuted before a Czech notary public; (ii) revoke all existing mandates for the operation of all the bank accounts Ownership Interest Transfer Agreement, duly executed before a Czech notary public by or on behalf of the Company and issue new mandates giving authority to persons nominated by sole participants of the Purchaser provided that the Purchaser shall give at least 3 Business Days' advance notice of this in writing to the Vendor;Czech Company; and (iii) appoint such persons a deed duly executed by Draftex Industries Limited and Draftex Industries No. 1 Limited before a notary pursuant to which Draftex Industries Limited and Draftex Industries No. 1 Limited irrevocably transfer their entire shareholding in Draftex Beteiligungsgesellschaft mbH to a member of the Buyer's Group nominated by the Buyer and a unanimous resolution of the shareholders' meeting of Draftex Beteiligungsgesellschaft mbH authorising the transfer of the shares to the member of the Buyer's Group nominated by the Buyer; and in relation to the Acquisition Shares of the French Target Group, only: (iv) original share transfer forms (ordres de mouvement) of the French Target Group Company dated as of the Completion Date and duly signed by the registered owners thereof in favour of the Buyer or as the Purchaser latter may nominate direct; (v) share transfer registers and shareholders' accounts for each French Target Group Company (written up to be validly appointed but not including Completion), showing the Vendor as additional directors the owner of all of each French Target Group Company's shares and containing no indication of the Company and upon such appointment forthwith cause all the existing directors existence of the Company to retire from their respective offices and resign as employees each delivering to the Purchaser a letter under seal in agreed terms acknowledging that the person so retiring and resigning has no entitlement to claim compensation for wrongful dismissal or unfair dismissal or to payment for redundancy any Encumbrances over or in respect of any other moneys or benefits due to him from of the Company arising out of or in connection with his employment and/or its terminationFrench Target Group Company's Shares; (ivvi) [deleted]records of proceedings of the board of directors of each of the French Target Group Companies and the minutes of general meetings of each of the French Target Group Companies, together with the attendance registers for meetings of the board of directors and the attendance sheets for the general meetings of the shareholders of each such company as are in the possession of the French Target Group Companies; (vvii) deliver resignations in agreed terms from each of the members of the board of the French Target Group Company retiring from office with effect from Completion and confirming that they have no claim against the French Target Group Company for compensation; and (viii) resolutions of a general meeting of the shareholders of each French Target Group Company appointing such persons as the Buyer shall nominate as members of the board of the French Target Group Company and copies of certified as true and complete minutes of such general meetings by the chairman of the meeting; and (ix) (if applicable) provide a certified copy of the minutes of the EGM held by Snappon SA to adopt new Articles to permit the free transfer of any Snappon Director's shares in Snappon SA. (b) share certificates relating to the Purchaser Acquisition Shares; (c) any waivers or consents by members of any Target Group Company or other persons which the Buyer has specified prior to Completion in the agreed terms so as to enable the Buyer or its nominees to be registered as the holders of the Acquisition Shares; (d) resignations duly executed as deeds of such of the directors and the secretary of any Target Group Company as the Buyer shall request in writing from their offices as director or secretary of any Target Group Company containing a counterpart confirmation that they have no claims (whether statutory, contractual or otherwise) against any Target Group Company for compensation for loss of office together with delivery to the Buyer of all property of any Target Group Company in their possession or under their control; (e) the written resignations of the auditors of each Target Group Company; (f) the common seals, certificates of incorporation and statutory books, share certificate books and cheque books of each Target Group Company; (g) the Tax Deed of Assignment of Debt duly executed by Hunt the Seller; and (UKh) and Hunt counterparts of each of the required Intellectual Property Assignments duly executed by the relevant assignor in each instance; (NLi) together with a let▇counterpart of the Intellectual Property Deed duly executed by the Seller; (j) a counterpart of the IT Transitional Services Procurement Agreement duly executed by Draftex S.A; (k) counterparts of the Supply Agreements duly executed by the relevant member of the Seller's Group; (l) powers of attorney in the customary form for each relevant jurisdiction; (m) a deed duly executed before a German notary pursuant to which Jurg▇▇ of acknowl▇▇▇▇ment ▇▇▇ ▇▇▇evocably transfers his entire shareholding in Draftex Verwaltungs GmbH to Draftex Beiteilligungsgesellschaft mbH and a unanimous resolution of the shareholders' meeting of Draftex Verwaltungsgesellschaft mbH authorising the transfer of the shares to a member of the Buyer's Group nominated by the Buyer; (n) a deed duly executed before a notary pursuant to which Mart▇▇ ▇▇▇▇▇▇▇ ▇▇▇evocably transfers his entire shareholding in Draftex International European Technical Centre GmbH to a member of the Buyer's Group nominated by the Buyer and a unanimous resolution of the shareholders' meeting of Draftex International European Technical Centre GmbH authorising the transfer of the shares to a member of the Buyer's Group nominated by the Buyer; and (o) licences with respect to the Deed Third Party Software and the Atos Software (provided however that the Seller does not undertake to procure the delivery of Assignment or make available to the Buyer a licence in the terms of Debt signed clause 2.3 of the IT Transitional Services Procurement Agreement for any Atos Software which is not software owned by the CompanySeller or the Seller's Group). 4.3 Upon 5.3 At or prior to Completion (and prior to the Purchaser taking effect of the resignations of the directors referred to in clause 5.2(d) above) the Seller shall procure the passing of board resolutions (and/or passing of shareholder resolutions where relevant) of each relevant Target Group Company (where appropriate) under relevant local laws :- 4.3.1 effect a telegraphic transfer (a) sanctioning for registration (subject where necessary to due stamping) the transfers in respect of the Acquisition Shares and any shares to which clause 5.2 refers; (b) authorising the delivery to the Vendor Buyer of HK$2,102,800 being the aggregate amount of the Share Price and the first instalment of the Debt Price as set out in the Deed of Assignment of Debt; 4.3.2 deliver to the Vendor certified true copies of the board resolutions of the Purchaser approving the acquisition of the Sale Shares, the execution of this Agreement and the completion of this Agreement and the transactions contemplated thereby; and 4.3.3 deliver to the Vendor a duly executed counterpart Deed of Assignment of Debt. 4.4 As soon as practicable after Completion the Purchaser shall present the instruments of transfer together with the share certificates in respect of the Sale Shares Acquisition Shares; (c) appointing such persons as are nominated by the Buyer to be the directors and secretary of each Target Group Company (if applicable); (d) tendering and accepting the resignations and acknowledgements of the directors and secretary referred to in clause 5.2(d); (e) tendering and accepting the resignation of the auditors and appointing auditors nominated by the Buyer as new auditors of each of the Target Group Companies. 5.4 As soon as practicable following Completion (and in any event within 3 months of Completion), the Seller shall procure the passing of board resolutions and special resolutions of any member of the Seller's Group which bear or include the name "Draftex" in their corporate name, changing their corporate name so that it does not include or bear the "Draftex" name. 5.5 Upon compliance by the Seller with the provisions of clauses 5.2, and 5.3 the Buyer shall:- (a) In relation to the Company for registration Czech Company (i) deliver to the Seller the counterparts of the transferOwnership Interest Transfer Agreement, duly executed by or on behalf of the Buyer before a notary public; (ii) deliver to the Seller the written resolutions of the Buyer as the new sole participant in the Czech Company resolving (a) to remove the current executives and replace them with new executives and (b) in notarial deed form amending the current Czech Company Memoranda of Association to change the name of the Czech Company removing "Draftex" therefrom; and (iii) deliver petitions to the relevant Czech court reflecting the transfer of the ownership interests in the Czech Company duly signed on behalf of the Czech Company. 4.5 All (b) provide for the transactions described transfer by CHAPS of an amount in Clauses 4.2 and 4.3 above shall take place Euro equal to the Estimated Consideration less the Deferred Amount to the Seller's Account (the Seller receiving such transfer as agent for the Vendors) at the same timeHSBC Bank plc, so that of 27-3▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇rt Code 40-05-15, Account No. 3911▇▇▇▇; (c) in default respect of Intra-Group Debt provide on behalf of the performance relevant member(s) of the Target Group for the transfer by CHAPS of an amount in Euro equal to the Estimated Intra-Group Debt to the Seller's Account (the Seller receiving such transfer on behalf the relevant member of the Seller's Group) at HSBC Bank plc, of 27-3▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇rt Code 40-05-15, Account No. 3911▇▇▇▇; (d) deliver to the Seller a counterpart of the Tax Deed duly executed by the Buyer; (e) deliver to the Seller a counterpart of the Intellectual Property Deed duly executed by the Buyer; (f) a counterpart of the IT Transitional Services Procurement Agreement duly executed by the Buyer; and (g) counterparts of the Supply Agreements duly executed by the relevant member of the Target Group. 5.6 The Seller acknowledges that, immediately following Completion until such time as the transfer(s) of the Acquisition Shares (and the transfers of the entire issued share capital of each of Draftex International European Technical Centre GmbH and Draftex Verwaltungsgesellschaft mbH) have been registered in the register of members of the relevant Target Group Company, the Seller or a member of the Seller's Group will hold those Acquisition Shares (and those shares in the share capital of each of Draftex International European Technical Centre GmbH and Draftex Verwaltungsgesellschaft mbH) registered in its name on trust for and as nominee for the Buyer or its nominees and undertakes to hold all dividends and distributions and exercise all voting rights available in respect of those shares in accordance with the directions of the Buyer or its nominees and if the Seller is in breach of the undertakings contained in this clause the Seller irrevocably authorises the Buyer to appoint some person or persons as its attorney to execute all instruments or proxies (including consents to short notice) or other documents which the Buyer or its nominees may reasonably require and which may be necessary to enable the Buyer or its nominees to attend and vote at general meetings of the relevant Target Group Company and to do any thing or things necessary to give effect to the rights contained in this clause. 5.7 At or prior to Completion, the Seller shall procure that all Tax sharing agreements and arrangements to which a Target Group Company is party shall be terminated or, to the extent not so terminated, that the relevant Target Group Company (or Companies as the case may be) shall with effect from Completion cease to be party to and/or liable in respect of any such transactions agreements or arrangements. 5.8 Notwithstanding any other provision of this clause 5: (a) if the Seller is unable to deliver to the Buyer on the Completion Date any immaterial item (as reasonably determined by one partythe Buyer) required to be delivered to the terms of this clause 5, then at the other party Buyer's option: (1) the parties can proceed to Completion against the provision of appropriate assurances and/or undertakings in a form reasonably satisfactory to the Buyer; or (2) Completion shall be deferred to a date not more than 15 Business Days after the Completion Date (and so that the provisions of this clause 5.8, apart from this clause 5.8(a), shall apply to Completion as so deferred) by means of a notice to that effect in writing served by the Buyer on the Seller; (b) if the Buyer is unable to deliver to the Seller on the Completion Date any immaterial item (as reasonably determined by the Seller) required to be obliged delivered to complete the sale terms of this clause 5, then at the Seller's option: (1) the parties can proceed to Completion against the provision of appropriate assurances and/or undertakings in a form reasonably satisfactory to the Seller; or (2) Completion shall be deferred to a date not more than 15 Business Days after the Completion Date (and purchase aforesaid so that the provisions of this clause 5.8, apart from this clause 5.8(b), shall apply to Completion as so deferred) by means of a notice to that effect in writing served by the Seller on the Buyer. 5.9 If Completion has not occurred by the Long Stop Date, this agreement shall automatically terminate save that the rights and liabilities of the parties under clauses 12, 13 and 17 to 23 (without prejudice inclusive) only shall continue to any further legal remedies)subsist.

Completion. 4.1 4.01 Completion shall take place forthwith on execution and exchange of this Agreement or before 25th August 2006 at the offices of Maxwell Batley 27 Chancery Lane London WC2. 4.2 Upon Completio▇▇▇▇ ▇▇▇▇/▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇h▇▇, ▇▇▇▇ :South 12th Road, High-Tech Industrial Park, Nanshan District, Shenzhen, PRC or such other place as the parties shall agree. ▇.▇.▇ ▇eliver 4.02 At Completion, the Seller shall deliver to the Purchaser Purchaser: (i) duly completed and signed transfers executed instruments of the Sale Shares by the registered holders thereof transfer in favour of the Purchaser (or as it may direct) together with the respective bought/sold notes and original share certificates in relation to the Sale Shares together with a letter of confirmation that any existing trust between the Vendor and Hunt (UK) is cancelled; 4.2.2 cause a board meeting of ▇▇▇ Company to be held at which (inter alia) the existing directors of the Company shall :- (i) approve the registration of the Purchaser and or its nominee as members of the Company in respect of the Sale Shares subject to the production of duly stamped instruments of transferShares; (ii) revoke all existing mandates the share certificates for the operation Sale Shares or evidence of all the bank accounts title of the Company and issue new mandates giving authority to persons nominated by the Purchaser provided that the Purchaser shall give at least 3 Business Days' advance notice of this in writing Sale Shares satisfactory to the VendorPurchaser; (iii) appoint such persons all the statutory and other books of the Company in the possession of the Seller (including common seal and company chops (if any)); (iv) all books and accounts and other records, including without limitation, the cheque books and bank records of the Company in the possession of the Seller; (v) the original written shareholders resolution attached hereto as Exhibit B signed by a duly authorized officer of the Purchaser may nominate to be validly appointed Seller and dated as additional of the date of Completion; (vi) the original written board resolutions attached hereto as Exhibit C signed by Hope Ni and ▇▇▇▇ ▇▇▇▇▇▇▇ as directors of the Company and upon such appointment forthwith cause all the existing Subsidiary and dated as of the date of Completion; (vii) the original duly executed counterpart of the Termination Agreement signed by a duly authorized officer of the Seller, the Company and the Subsidiary and dated as of the date of Completion; (viii) the original duly executed letter of release attached hereto as Exhibit E signed by a duly authorized officer of the Seller and dated as of the date of Completion, in respect of the Repayment of Loan; and (ix) the original resignation letter of Hope Ni and ▇▇▇▇ ▇▇▇▇▇▇▇ as directors of the Company to retire from their respective offices and resign the Subsidiary, each in the form attached hereto as employees Exhibit F, duly signed by each delivering to of them and dated as at the date of Completion. 4.03 At Completion, the Purchaser a letter under seal in agreed terms acknowledging that the person so retiring and resigning has no entitlement to claim compensation for wrongful dismissal or unfair dismissal or to payment for redundancy or in respect of any other moneys or benefits due to him from the Company arising out of or in connection with his employment and/or its termination; (iv) [deleted] (v) shall deliver to the Purchaser Seller : (i) a counterpart Deed of Assignment of Debt duly executed by Hunt (UK) and Hunt (NL) together with a let▇▇▇ of acknowl▇▇▇▇ment to the Deed of Assignment of Debt signed by the Company. 4.3 Upon Completion the Purchaser shall :- 4.3.1 effect a telegraphic transfer to the Vendor of HK$2,102,800 being the aggregate amount of the Share Price and the first instalment of the Debt Price as set out in the Deed of Assignment of Debt; 4.3.2 deliver to the Vendor certified true copies of the board resolutions of the Purchaser approving the acquisition of the Sale Shares, the execution of this Agreement and the completion of this Agreement and the transactions contemplated thereby; and 4.3.3 deliver to the Vendor a duly executed counterpart Deed of Assignment of Debt. 4.4 As soon as practicable after Completion the Purchaser shall present the instruments of transfer together with the share certificates banker's draft for US$1,250,000 in respect of the Sale Shares Consideration, such draft to be payable to the Company for registration Seller. The delivery of such banker's draft as aforesaid shall constitute a complete discharge to the Purchaser in respect of the transfer.Consideration to be provided by it under this Agreement; 4.5 All the transactions described (ii) a banker's draft for US$2,500,000 in Clauses 4.2 and 4.3 above shall take place at the same time, so that in default respect of the performance Repayment of any Loan, such transactions draft to be payable to the Seller. The delivery of such banker's draft as aforesaid shall constitute a complete discharge to the Purchaser in respect of the Repayment of Loan to be made by one partythe Purchaser under this Agreement; and (iii) the original duly executed counterpart of the Termination Agreement signed by Chen, Lin, ▇▇▇, ▇▇▇▇ and Pioneer and dated as of the other party shall not be obliged to complete the sale and purchase aforesaid (without prejudice to any further legal remedies)date of Completion.

Completion. 4.1 5.1 Completion of the sale and purchase of the Sale Shares and the assignment of the Shareholder’s Loan under this Agreement shall take place forthwith on execution the Completion Date at 11:00 a.m. at Room 1905, 19th Floor, Queen’s Place, No.74 Queen’s Road Central, Central, Hong Kong (or such other place and exchange time as the parties hereto may agree in writing) when all (but not part only) of this Agreement at the offices following business shall be transacted:- (a) the Vendors shall deliver to the Purchaser:- (1) sold notes and instruments of Maxwell Batley 27 Chancery Lane London WC2.transfer in respect of Sale Shares duly executed by the Vendors and/or the registered holder of the Sale Shares; 4.2 Upon Completio(2) resignation letters of ▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ and ▇▇▇ ▇h▇▇▇▇ :- ▇.▇.▇ ▇eliver to the Purchaser duly completed and signed transfers of the Sale Shares by the registered holders thereof in favour of the Purchaser (or as it may direct) together with the respective bought/sold notes and original share certificates in relation to the Sale Shares together with a letter of confirmation that any existing trust between the Vendor and Hunt (UK) is cancelled; 4.2.2 cause a board meeting of , ▇▇▇▇ as directors and ▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as secretary of the Company, confirming no claim against the Company to be held at which for loss of office; (inter alia3) the existing directors original Title Certificates and the keys to the Properties; (4) all the Company’s statutory books of account and records, the company chop, the common seal, together with all unissued share certificates of the Company shall :- (i) approve the registration Company, certificate of incorporation and copies of the Purchaser memorandum and or its nominee as members articles of association of the Company in the possession of the Vendors; and (5) the Deed of Assignment of the Shareholder’s Loan duly executed by Super Insight and the Company, (b) the Purchaser shall deliver to the Vendorsr:- (1) evidence of bank transfer in respect of the Sale Shares subject to the production of duly stamped instruments of transferconsideration specified in Clause 4.l(b); (ii2) revoke all existing mandates for bought notes and instruments of transfer in respect of Sale Shares duly executed by the operation Purchaser and/or the registered holder; (3) consent to act as directors and company secretary by persons nominated by the Purchaser; (4) a deed of all undertaking duly executed by the bank accounts Purchaser to the Stamp Office of the Hong Kong Inland Revenue Department in respect of his share of stamp duty assessable in respect of the transaction contemplated under this Agreement; and (5) the Deed of Assignment of Shareholder’s Loan duly executed by the Purchaser. (c) the Vendors shall procure that board meeting of the Company be held and issue new mandates giving authority resolutions be passed to approve (i) the transfer of the Sale Shares, subject to payment of stamp duty (if required) and (ii) the appointment of persons nominated by the Purchaser provided that the Purchaser shall give at least 3 Business Days' advance notice of this in writing to the Vendor; (iii) appoint such persons as the Purchaser may nominate to be validly appointed as additional directors and company secretary of the Company and upon such appointment forthwith cause all acknowledge the existing directors resignation of the Company to retire from their respective offices and resign as employees each delivering to the Purchaser a letter under seal in agreed terms acknowledging that the person so retiring and resigning has no entitlement to claim compensation for wrongful dismissal or unfair dismissal or to payment for redundancy or in respect of any other moneys or benefits due to him from the Company arising out of or in connection with his employment and/or its termination; (iv) [deleted] (v) deliver to the Purchaser a counterpart Deed of Assignment of Debt duly executed by Hunt (UK) and Hunt (NL) together with a let▇▇▇ of acknowl▇▇▇▇ ▇▇▇▇ment to the Deed , ▇▇▇▇ and ▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as directors and ▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as secretary of Assignment of Debt signed by the Company. 4.3 Upon Completion 5.2 If the Purchaser shall :- 4.3.1 effect a telegraphic transfer fails to complete the purchase on the Completion Date (unless such failure is due to the Vendor of HK$2,102,800 being the aggregate amount wilful default of the Share Price and Vendors) or if the first instalment Purchaser fails to observe or comply with any of the Debt Price as conditions set out in the Deed of Assignment of Debt; 4.3.2 deliver to Proposed Sale or if the Vendor certified true copies balance of the board resolutions of purchase price shall not be paid on the Purchaser approving the acquisition of the Sale Sharesdue date for payment thereof, the execution of deposit referred to in Clause 4.1 shall be absolutely forfeited by the Vendors as and for liquidated damages and not as penalty and the Vendors shall be at liberty, if the Vendors see fit, to rescind this Agreement and to retain the completion of this Agreement Company or to resell the Company or any part or parts thereof by public auction or public or private tender or private contract or partly by the other or others and subject to any conditions and stipulations as the transactions contemplated thereby; and 4.3.3 deliver Vendors may think fit without notice to the Vendor a duly executed counterpart Deed of Assignment of DebtPurchaser. Any deficiency arising from such resale (after giving credit for monies forfeited as aforesaid) and all expenses attending the same or any attempted resale shall be made good and paid by the Purchaser as and for liquidated damages and not as penalty and any increase in price realized by any such resale shall belong to the Vendors. 4.4 As soon as practicable after Completion 5.3 In the Purchaser shall present the instruments of transfer together with the share certificates in respect event of the Sale Shares to the Company for registration of the transfer. 4.5 All the transactions described in Clauses 4.2 and 4.3 above shall take place at the same time, so that in default of the performance of any such transactions by one party, the other party shall not be obliged Vendors failing to complete the sale and purchase aforesaid (in accordance with the terms hereof, the deposit paid by the Purchaser to the Vendors pursuant to the provisions hereof shall be returned, without prejudice interest, to any further legal remedies)the Purchaser.

Completion. 4.1 Unless otherwise agreed Completion shall take place forthwith on execution and exchange of this Agreement at the offices of Maxwell Batley 27 Chancery Lane London WC2the Purchaser's Solicitors on or before 3.00 p.m. on the Completion Date. 4.2 Upon Completio▇ ▇▇▇ ▇▇▇▇▇▇ ▇h▇▇▇ :-On Completion the Vendors shall:- ▇.▇.▇ ▇eliver (A) deliver to the Purchaser Purchaser:- (i) duly completed and signed executed transfers of the Sale Shares by the registered holders thereof in favour of the Purchaser (or as it may directthe Purchaser's nominee(s) together with the respective bought/sold notes and original share certificates therefor or an indemnity in relation to the Sale Shares together with a letter Agreed Form in the case of confirmation that any existing trust between the Vendor and Hunt (UK) is cancelled; 4.2.2 cause a board meeting of ▇▇▇ Company to be held at which (inter alia) the existing directors of the Company shall :- (i) approve the registration of the Purchaser and or its nominee as members of the Company in respect of the Sale Shares subject to the production of duly stamped instruments of transfermissing share certificates; (ii) revoke all existing mandates for the operation of all the bank accounts duly executed releases in respect of the Company and issue new mandates giving authority to persons nominated by Options in the Purchaser provided that Agreed Form together with the Purchaser shall give at least 3 Business Days' advance notice option certificates relating thereto or an indemnity in the Agreed Form in the case of this in writing to the Vendorany missing option certificates; (iii) appoint share certificates in respect of all the issued shares in the Subsidiaries or an indemnity in the Agreed Form in the case of any missing share certificates and duly executed transfers in blank in respect of all of such persons as shares not registered in the Purchaser may nominate to be validly appointed as additional directors name of the Company and upon such appointment forthwith cause all the existing directors of the Company to retire from their respective offices and resign as employees each delivering to the Purchaser a letter under seal in agreed terms acknowledging that the person so retiring and resigning has no entitlement to claim compensation for wrongful dismissal (or unfair dismissal or to payment for redundancy or in respect of any other moneys or benefits due to him from the Company arising out of or in connection with his employment and/or its terminationSubsidiary); (iv) [deleted]the Certificate(s) of Incorporation the Common Seal Minute Book Register of Members (duly written up to date) Share Certificate book and all other statutory records of each of the Companies; (v) deliver the Tax Deed duly executed as a deed by each of the Covenantors therein mentioned; (vi) a confirmation in Agreed Form executed as a deed by each of the Vendors to the Purchaser a counterpart Deed effect that (except as expressly therein mentioned) he has no claim whether as officer employee or otherwise against any of Assignment the Companies and that none of Debt duly executed by Hunt the Companies is in any way indebted to him; (UKvii) the written resignations in the Agreed Form of each of the Directors (other than Mr Roots) and Hunt the Secretary of each of the Companies, each such resignation to be executed as a deed and to confirm that the person resigning has no claims against such Company for compensation for loss of office or otherwise; (NLviii) the written resignations of the auditors of each of the Companies, each such resignation to be in the form required by Section 394 of the Companies Act and to confirm that such auditors are of the opinion that there are no circumstances of the nature referred to in Section 394(1) of the Companies Act that need to be brought to the attention of the members or creditors of such Company in connection with their resignation; (ix) a statement showing the balances on all bank accounts of the Group as at a date not more than seven days prior to Completion together with a let▇▇▇ list of acknowl▇▇▇▇ment to all sums received and cheques drawn in excess of [pound]1,000 for any one item since the Deed of Assignment of Debt signed by the Company. 4.3 Upon Completion the Purchaser shall :- 4.3.1 effect a telegraphic transfer to the Vendor of HK$2,102,800 being the aggregate amount date of the Share Price and the first instalment relevant statement; (x) a list of all credit cards of the Debt Price as set out in the Deed of Assignment of DebtGroup; 4.3.2 deliver to the Vendor certified true copies of the board resolutions of the Purchaser approving the acquisition of the Sale Shares, the execution of this Agreement and the completion of this Agreement and the transactions contemplated thereby; and 4.3.3 deliver to the Vendor a duly executed counterpart Deed of Assignment of Debt. 4.4 As soon as practicable after Completion the Purchaser shall present the instruments of transfer together with the share certificates in respect of the Sale Shares to the Company for registration of the transfer. 4.5 All the transactions described in Clauses 4.2 and 4.3 above shall take place at the same time, so that in default of the performance of any such transactions by one party, the other party shall not be obliged to complete the sale and purchase aforesaid (without prejudice to any further legal remedies).

Completion. 4.1 Subject to the fulfilment (or waiver, where applicable) of all the Conditions on or before the Long Stop Date, Completion shall take place forthwith on execution and exchange of this Agreement the Completion Date at the offices principal place of Maxwell Batley 27 Chancery Lane London WC2. 4.2 Upon Completio▇ business of the Issuer in Hong Kong (Unit 3308, 33rd Floor, Office Tower, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇ ▇h▇▇▇ :- ▇.▇.▇ ▇eliver to the Purchaser duly completed and signed transfers of the Sale Shares by the registered holders thereof in favour of the Purchaser (or as it may direct) together with the respective bought/sold notes and original share certificates in relation to the Sale Shares together with a letter of confirmation that any existing trust between the Vendor and Hunt (UK) is cancelled; 4.2.2 cause a board meeting of ▇▇▇ Company to be held at which (inter alia) the existing directors of the Company shall :- (i) approve the registration of the Purchaser and or its nominee as members of the Company in respect of the Sale Shares subject to the production of duly stamped instruments of transfer; (ii) revoke all existing mandates for the operation of all the bank accounts of the Company and issue new mandates giving authority to persons nominated by the Purchaser provided that the Purchaser shall give at least 3 Business Days' advance notice of this in writing to the Vendor; (iii) appoint such persons as the Purchaser may nominate to be validly appointed as additional directors of the Company and upon such appointment forthwith cause all the existing directors of the Company to retire from their respective offices and resign as employees each delivering to the Purchaser a letter under seal in agreed terms acknowledging that the person so retiring and resigning has no entitlement to claim compensation for wrongful dismissal or unfair dismissal or to payment for redundancy or in respect of any other moneys or benefits due to him from the Company arising out of or in connection with his employment and/or its termination; (iv) [deleted] (v) deliver to the Purchaser a counterpart Deed of Assignment of Debt duly executed by Hunt (UK) and Hunt (NL) together with a let▇▇▇ of acknowl▇▇▇▇ment ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇) (or such other place as the Parties may agree), when all (but not some only) of the events described in this Clause 4 shall occur. 4.2 At Completion, the Issuer shall: (a) deliver or cause to be delivered to the Deed of Assignment of Debt signed by the Company. 4.3 Upon Completion the Purchaser shall :- 4.3.1 effect Subscriber a telegraphic transfer to the Vendor of HK$2,102,800 being the aggregate amount of the Share Price and the first instalment of the Debt Price as set out in the Deed of Assignment of Debt; 4.3.2 deliver to the Vendor certified true copies copy of the board resolutions of the Purchaser approving Issuer approving, amongst others: (i) the acquisition execution, consummation and completion of the Sale Shares, Transaction Documents and the execution transactions contemplated under the Transaction Documents; (ii) the issue of the Bonds in accordance with this Agreement and the completion of this Agreement Bond Instrument and the transactions contemplated therebyentry of the Subscriber (or her nominee(s)) in the register of Bondholders in respect of such Bonds; and 4.3.3 deliver (iii) any necessary actions to be undertaken by the Directors for the purpose of giving effect to the Vendor above board resolutions; (b) deliver or cause to be delivered to the Subscriber a copy of the resolutions of the Shareholders referred to in Clause 3.1(a); (c) duly execute the Bond Instrument under seal and issue the Bonds to the Subscriber (or her nominee(s)) as fully paid and free from any Encumbrances by delivering the Bond Certificate(s) representing the principal amount of the Bonds in such denominations as notified by the Subscriber to the Issuer three (3) Business Days prior to the Completion Date; and (d) deliver or cause to be delivered to the Subscriber the Deed of Set-Off, duly executed counterpart by the Issuer and the Borrower. 4.3 At Completion, the Subscriber shall deliver or cause to be delivered to the Issuer the Deed of Assignment Set-Off duly executed by the Subscriber and such delivery shall constitute a valid discharge of Debt. 4.4 As soon as practicable after Completion the Purchaser shall present the instruments of transfer together with the share certificates Subscriber's payment obligation in respect of the Sale Shares subscription of the Bonds under Clause 2.2. 4.4 Without prejudice to any other remedies available to the Company for registration of Parties, neither the transfer. 4.5 All Subscriber nor the transactions described in Clauses 4.2 and 4.3 above Issuer shall take place at the same time, so that in default of the performance of any such transactions by one party, the other party shall not be obliged to complete proceed with the sale Completion or perform any obligations hereunder unless the other Party complies fully with the requirements of Clause 4.2 or Clause 4.3 (as the case may be). In the event of a breach by either Party of its/her obligation under Clause 4.2 or Clause 4.3 (as the case may be), the non-defaulting Party may in its/her absolute discretion (in addition and purchase aforesaid (without prejudice to any further legal remedies)other right or remedy available to it) by written notice to the other Party: (a) defer Completion to a date falling not more than 28 Business Days after the original Completion Date (so that the provisions of this Clause 4 other than Clause 4.1 as regards the Completion Date shall apply to the deferred Completion) provided that, time shall be of the essence as regards the deferred Completion and if Completion is not effected on such deferred date, the non-defaulting Party may rescind this Agreement; or (b) proceed to Completion so far as practicable (but without prejudice to the non- defaulting Party’s rights hereunder) insofar as the defaulting Party shall not have complied with its/her obligations hereunder; or (c) treat this Agreement as terminated for breach by the defaulting Party of a condition of this Agreement without liability on the part of the non-defaulting Party provided that termination of this Agreement shall be without prejudice to any rights or remedies accrued to any Party prior to its/her termination.

Completion. 4.1 Sellers’ Stage 1 Completion Arrangements Completion of the sale and purchase of the Stage 1 Completion Shares shall take place forthwith on execution and exchange of this Agreement at the offices of Maxwell Batley 27 Chancery Lane London WC2.the Purchaser’s Solicitors on the Stage 1 Completion Date. At Stage 1 Completion, the Sellers shall: 4.2 Upon Completio▇ 4.1.1 deliver to the Purchaser evidence, to the Purchaser’s reasonable satisfaction, of the authority of any person or persons executing or attesting the execution of this Agreement and any other document entered into pursuant to this Agreement on its behalf to do so; 4.1.2 deliver to the Purchaser and / or its nominees duly executed share transfers in respect of the Stage 1 Completion Shares together with the relevant certificates (or, in the case of any missing share certificates, an indemnity in a form satisfactory to the Purchaser acting reasonably in respect thereof); 4.1.3 deliver to the Purchaser evidence to its reasonable satisfaction that any debt owed by or to any Group Company to or by any Seller (or any Connected Person of any Seller) has been repaid; 4.1.4 deliver to the Purchaser, in relation to each Group Company, the statutory books, records and registers (complete and duly written up-to-date), the common seal, the certificate of incorporation, any certificates of incorporation on change of name and all documents, contracts, licences, agreements, insurance policies, records, papers, correspondence files and books of trading and account of each Group Company; 4.1.5 procure that each Director resigns from his directorships of each Group Company and deliver to the Purchaser his written resignation under seal containing an acknowledgement that he has no claim against such Group Company in respect of breach of contract, compensation for loss of office or otherwise howsoever arising from such resignation; 4.1.6 deliver to the Purchaser a copy of all letters and / or email correspondence with AIB in relation to the change of control of the Company; 4.1.7 deliver to the Purchaser a letter of resignation under seal from the secretary of each Group Company containing an acknowledgement that he has no claim against such Group Company in respect of breach of contract, compensation for loss of office or otherwise howsoever arising from such resignation; 4.1.8 deliver to the Purchaser confirmation under seal of the discharge and waiver of any monies owing to any Group Company (whether then due for payment or not) by the Sellers or the Directors or by any of them or by any Connected Person of any of them; 4.1.9 procure the release of any and all guarantees or indemnities or security given by any Group Company for or on behalf of the Sellers or the Directors or any of them or any Connected Person of any of them; 4.1.10 deliver to the Purchaser the Tax Deed duly executed by the Warrantors; 4.1.11 deliver to the Purchaser the Service Agreements, duly executed by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇h▇▇▇▇▇ :-▇▇▇▇▇▇▇▇; ▇.▇.▇ ▇eliver 4.1.12 deliver to the Purchaser the duly completed and signed transfers of the Sale Shares by the registered holders thereof in favour of executed Termination Agreement; 4.1.13 deliver to the Purchaser (or as it may direct) copies of all bank mandates of each Group Company together with the respective bought/sold notes and original share certificates copies of bank statements in relation to all bank accounts as at a date not earlier than the Sale Shares together day immediately preceding the Stage 1 Completion Date and all cheque books of each Group Company in use and the cash book balances of each Group Company as at the Stage 1 Completion Date with a letter of confirmation that any existing trust between reconciliation statements reconciling such balances with the Vendor and Hunt (UK) is cancelledaforementioned bank statements; 4.2.2 cause 4.1.14 deliver to the Purchaser appropriate forms to amend any mandates of each Group Company; 4.1.15 deliver to the Purchaser all credit cards in the name of or for the account of each Group Company in the possession of any officer or employee of such Group Company resigning at Stage 1 Completion; 4.1.16 deliver to the Purchaser satisfactory evidence of the adoption of the Constitution (being a board shareholder resolution and CRO form G1 duly signed); 4.1.17 procure that a meeting of ▇▇▇ the board of directors of each Group Company to be is held at which (which, inter alia) the existing directors of the Company shall :- (i) approve the registration of the Purchaser and or its nominee as members of the Company in respect of the Sale Shares Company only, the share transfers referred to in clause 4.1.2 are approved (subject only to the production of duly stamped instruments of transferstamping); (ii) revoke the entry into of any other documents required to be executed by any Group Company pursuant to the Transaction is approved (including, in respect of the Subsidiary only, the entry into of the Service Agreements); (iii) such persons as the Purchaser may nominate are appointed as directors and secretary of such Group Company with immediate effect; (iv) all existing mandates for the operation of all the bank accounts of the such Group Company are revoked and issue new mandates are approved and adopted giving authority to persons nominated by the Purchaser provided that the Purchaser shall give at least 3 Business Days' advance notice of this in writing to the Vendor; (iii) appoint such persons as the Purchaser may nominate nominate; and (v) the resignations referred to be validly appointed in clauses 4.1.5 and 4.1.6 are accepted; 4.1.18 deliver to such places as additional directors the Purchaser directs all motor vehicles owned by each Group Company which are in the possession of any of the officers or employees of any Group Company resigning on Stage 1 Completion together with the keys and any registration documents and certificates of insurance in respect thereof; 4.1.19 deliver to the Purchaser either a certificate of the kind described in section 980 of the TCA or a letter from the auditors of the Company and upon such appointment forthwith cause all the existing directors of the Company to retire from their respective offices and resign as employees each delivering addressed to the Purchaser (and in a letter under seal form reasonably satisfactory to Purchaser), confirming that none is required; 4.1.20 deliver to the Purchaser letters of resignation from each of the following family members in agreed terms acknowledging that the person so retiring and resigning has no entitlement to claim compensation for wrongful dismissal or unfair dismissal or to payment for redundancy or in respect of any other moneys or benefits due to him from the Company arising out of or in connection with his employment and/or its terminationform: (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇; (ii) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇; (iii) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇; and (iv) [deleted]Zara ▇▇▇▇▇▇▇▇; (together, the “Family Resignation Letters”); (v) 4.1.21 deliver to the Purchaser a counterpart Deed of Assignment of Debt duly executed by Hunt (UK) evidence to its reasonable satisfaction that the Directors’ Loans have been fully repaid and Hunt (NL) together with a let▇▇▇ of acknowl▇▇▇▇ment to the Deed of Assignment of Debt signed by the Company.settled; and 4.3 Upon Completion the Purchaser shall :- 4.3.1 effect a telegraphic transfer to the Vendor of HK$2,102,800 being the aggregate amount of the Share Price and the first instalment of the Debt Price as set out in the Deed of Assignment of Debt; 4.3.2 4.1.22 deliver to the Vendor certified true copies Purchaser details of its Irish tax reference number including in relation to each of the board resolutions Employee Shareholders, as applicable (including evidence reasonably satisfactory to the Purchaser allowing it to verify the accuracy of the Purchaser approving the acquisition of the Sale Shares, the execution of this Agreement and the completion of this Agreement and the transactions contemplated thereby; and 4.3.3 deliver to the Vendor a duly executed counterpart Deed of Assignment of Debt. 4.4 As soon as practicable after Completion number provided) which the Purchaser shall present the instruments of transfer together with the share certificates in respect of the Sale Shares to the Company for registration of the transfermay reasonably require. 4.5 All the transactions described in Clauses 4.2 and 4.3 above shall take place at the same time, so that in default of the performance of any such transactions by one party, the other party shall not be obliged to complete the sale and purchase aforesaid (without prejudice to any further legal remedies).

Completion. 4.1 Completion 3.1 The Parties agree that the following matters shall take place forthwith on or prior to the date of Completion: (a) Vitol will transfer the B Shares to Grindrod in accordance with the Share Transfer Agreement and the other completion steps in the Share Transfer Agreement shall take place; (b) execution of the Novation Agreements by Elandra and exchange each Owner; (c) the Parties shall pay to Elandra the Novation Consideration due under each Novation Side Letter; (d) Elandra shall issue the Agency Letter to Vitol and Grindrod; (e) the Parties shall convene such meetings of the members of each Group Company and their respective Boards to be held as it was necessary to: (i) appoint two (2) persons nominated by Vitol as A Directors (to the extent such appointments were not made upon the incorporation of such Group Company) and two (2) persons nominated by Grindrod as B Directors thereof; (ii) appoint the secretary of that Group Company; (iii) appoint auditors of that Group Company; (iv) appoint principal bankers to that Group Company and arrange for the opening of any necessary bank accounts in its name (the requirements of the Approved Finance always being considered); (v) if necessary, resolve that the financial year of that Group Company shall end on 31 December in each year; and (vi) amend the Articles of any Group Company to the extent necessary to ensure compliance by it with the terms of this Agreement; (f) each Owner shall enter into a commercial shipmanagement agreement with the Approved Commercial Manager in respect of its Vessel; (g) the Owners shall jointly enter into a Supervision Agreement at on materially the offices of Maxwell Batley 27 Chancery Lane London WC2. 4.2 Upon Completio▇ ▇▇▇ same terms and conditions as per the ▇▇▇▇▇▇ ▇h▇▇▇ :- ▇.▇.▇ ▇eliver to Supervision Agreement with the Purchaser duly completed and signed transfers Construction Supervisor in respect of the Sale Shares Vessels; and (h) the relevant owners or disponent owners of each of the Other Grindrod Vessels shall each enter into a commercial shipmanagement agreement with the Approved Commercial Manager in respect of those Other Grindrod Vessels. 3.2 Following the date of Completion, Vitol shall use all reasonable endeavours to arrange the following matters: (a) execution of the Novation Agreements by the registered holders thereof Builder; and (b) issuance of each Refund Guarantee in favour of the Purchaser (or as it may direct) together with relevant Owner. Pending the respective bought/sold notes and original share certificates in relation to the Sale Shares together with a letter of confirmation that any existing trust between the Vendor and Hunt (UK) is cancelled; 4.2.2 cause a board meeting of ▇▇▇ Company to be held at which (inter alia) the existing directors occurrence of the Company shall :- (i) approve effective date under the registration Novation Agreements and following payment of the Purchaser and or its nominee Novation Consideration, Vitol shall procure that Elandra acts as members of the Company agent for each Owner in respect of the Sale Shares subject to relevant Shipbuilding Contract and related Refund Guarantee in accordance with the production of duly stamped instruments of transfer; (ii) revoke all existing mandates for the operation of all the bank accounts of the Company and issue new mandates giving authority to persons nominated by the Purchaser provided that the Purchaser shall give at least 3 Business Days' advance notice of this in writing to the Vendor; (iii) appoint such persons as the Purchaser may nominate to be validly appointed as additional directors of the Company and upon such appointment forthwith cause all the existing directors of the Company to retire from their respective offices and resign as employees each delivering to the Purchaser a letter under seal in agreed terms acknowledging that the person so retiring and resigning has no entitlement to claim compensation for wrongful dismissal or unfair dismissal or to payment for redundancy or in respect of any other moneys or benefits due to him from the Company arising out of or in connection with his employment and/or its termination; (iv) [deleted] (v) deliver to the Purchaser a counterpart Deed of Assignment of Debt duly executed by Hunt (UK) and Hunt (NL) together with a let▇▇▇ of acknowl▇▇▇▇ment to the Deed of Assignment of Debt signed by the CompanyAgency Letter. 4.3 Upon Completion the Purchaser shall :- 4.3.1 effect a telegraphic transfer to the Vendor of HK$2,102,800 being the aggregate amount of the Share Price and the first instalment of the Debt Price as set out in the Deed of Assignment of Debt; 4.3.2 deliver to the Vendor certified true copies of the board resolutions of the Purchaser approving the acquisition of the Sale Shares, the execution of this Agreement and the completion of this Agreement and the transactions contemplated thereby; and 4.3.3 deliver to the Vendor a duly executed counterpart Deed of Assignment of Debt. 4.4 As soon as practicable after Completion the Purchaser shall present the instruments of transfer together 3.3 Each Party agrees with the share certificates in respect of the Sale Shares to the Company for registration of the transfer. 4.5 All the transactions described in Clauses 4.2 and 4.3 above other Party that it shall take place at such steps as lie within its power to procure and ensure that each Group Company performs its respective obligations under the same time, so that in default of the performance of any such transactions by one Transaction Documents to which they are respectively a party, the other party shall not be obliged to complete the sale and purchase aforesaid (without prejudice to any further legal remedies).

Completion. 4.1 5.1 Completion shall take place forthwith on execution and exchange of this Agreement at the offices of Maxwell Batley 27 Chancery Lane London WC2. 4.2 Upon Completio▇ ▇▇▇ ▇▇▇▇▇▇ ▇h▇▇▇ :- ▇.▇.▇ ▇eliver to the Purchaser duly completed and signed transfers of the Sale Shares Seller unless otherwise agreed by the registered holders thereof in favour of Parties, on the Purchaser dates set out as follows: (or as it may directa) together with On Completion Date, the respective bought/sold notes and original share certificates in relation to the Sale Shares together with a letter of confirmation that any existing trust between the Vendor and Hunt (UK) is cancelled; 4.2.2 cause a board meeting of ▇▇▇ Company to be held at which (inter alia) the existing directors of the Company shall Seller shall:- (i) approve the registration of cause to be delivered to the Purchaser and or copies of its nominee as members of the Company corporate approvals referred to in respect of the Sale Shares subject to the production of duly stamped instruments of transferclause 2(a) above; (ii) revoke all existing mandates for cause to be delivered to the operation Purchaser instruments of all the bank accounts transfer in respect of the Company and issue new mandates giving authority to persons nominated by Shares duly completed in favour of the Purchaser provided that the Purchaser shall give at least 3 Business Days' advance notice of this in writing to the Vendor;Purchaser; and (iii) appoint procure that a meeting of the board of directors of the Company is held pursuant to board resolutions of the Company to be in the agreed form by Completion dealing with all those matters required to be approved by the Company at Completion including the following: (1) the Registered Agent is instructed to provide a certified copy of the updated register of members to the Purchaser and the Seller and such other persons as the Purchaser or the Seller may nominate to be validly appointed as additional directors nominate; and (2) any director of the Company is authorised to execute share certificates in the names of the Seller; (3) the execution of the Shareholders Agreement by the Company is approved and upon such appointment forthwith cause all the existing directors any director of the Company is authorised to retire from their respective offices execute the Shareholders Agreement for and resign on behalf of the Company; (4) any changes to the directors and officers (as employees each delivering appropriate) of the Company as required by the Shareholders Agreement are approved and the Registered Agent is authorised and instructed to update the Company’s registers of directors and officers (as appropriate) to reflect such changes and deliver copies of the same to the Seller and to the Purchaser a letter under seal and consents from relevant so appointed directors to act and relevant directors’ resignation letters shall be produced in the agreed terms acknowledging that form. unless in any case waived by the person so retiring and resigning has no entitlement to claim compensation for wrongful dismissal or unfair dismissal or to payment for redundancy or in respect of any other moneys or benefits due to him from the Company arising out of or in connection with his employment and/or its terminationPurchaser; (ivb) [deleted]Within fifteen Business Days after the Completion Date (or if such day is not a Business Day, the next Business Day), the Purchaser shall, following compliance by the Seller with the provisions of clause 5.1(a) above: (vi) deliver cause to be delivered to the Purchaser a counterpart Deed Seller copies of Assignment its corporate approvals referred to in clause 2(a) above; (ii) pay the Purchase Price into the account of Debt duly executed by Hunt (UK) and Hunt (NL) together with a let▇▇▇ the Seller, details of acknowl▇▇▇▇ment which must have been notified to the Deed Purchaser, by electronic transfer of Assignment of Debt signed funds for same day value; unless in either case waived by the Company.Seller; and 4.3 Upon (c) On Completion Date, the Seller, a second investor and the Purchaser shall :- 4.3.1 effect a telegraphic transfer to execute the Vendor of HK$2,102,800 being the aggregate amount of the Share Price and the first instalment of the Debt Price as set out in the Deed of Assignment of Debt; 4.3.2 deliver to the Vendor certified true copies of the board resolutions of the Purchaser approving the acquisition of the Sale Shares, the execution of this Agreement and the completion of this Agreement and the transactions contemplated thereby; and 4.3.3 deliver to the Vendor a duly executed counterpart Deed of Assignment of DebtShareholders Agreement. 4.4 As soon as practicable after Completion the Purchaser shall present the instruments of transfer together with the share certificates in respect of the Sale Shares to the Company for registration of the transfer. 4.5 All the transactions described in Clauses 4.2 and 4.3 above shall take place at the same time, so that in default of the performance of any such transactions by one party, the other party shall not be obliged to complete the sale and purchase aforesaid (without prejudice to any further legal remedies).

Completion. 4.1 Completion 7.1 Subject to the provisions of schedule 5, the sale and purchase of the Sale Shares shall take place forthwith on execution and exchange of this Agreement be completed at the offices of Maxwell Batley 27 Chancery Lane London WC2the Purchaser's Solicitors at 9.00 a.m. on 3 May 1999 (or at such other time or place as the parties shall agree). 4.2 Upon Completio▇ 7.2 On Completion 3i shall deliver to the Purchaser a duly executed stock transfer forms in respect of its Sale Shares together with the related share certificates (such stock transfer forms to be in favour of the Purchaser or its nominees, as the Purchaser shall direct) to enable it or its nominees to be registered as the holders of the Sale Shares free from all encumbrances. 7.3 On Completion the Warrantors shall deliver or cause to be delivered to the Purchaser: (a) duly executed stock transfer forms in respect of the Sale Shares together with the related share certificates (such stock transfer forms to be in favour of the Purchaser or its nominees, as the Purchaser shall direct) to (b) an acknowledgement from each of the Warrantors to the Purchaser and the Company executed as a deed to the effect that save in relation to remuneration or reimbursement of expenses incurred in relation to his or her employment details of which are specified in such deed, there is no outstanding indebtedness owing at Completion from the Company to such Warrantor or to any such Warrantor's Affiliate or vice versa; (c) letters of resignation in the agreed form from Ian ▇▇▇▇, ▇▇hn ▇▇▇▇▇, ▇▇n ▇▇▇▇▇, ▇▇ah▇▇▇ ▇▇▇▇▇▇ ▇h▇▇▇ :- ▇.▇.▇ ▇eliver to the Purchaser duly completed and signed transfers of the Sale Shares by the registered holders thereof in favour of the Purchaser (or as it may direct) together with the respective bought/sold notes and original share certificates in relation to the Sale Shares together with a letter of confirmation that any existing trust between the Vendor and Hunt (UK) is cancelled; 4.2.2 cause a board meeting of ▇▇▇ Ian ▇▇▇▇▇▇ ▇▇ directors of the Company; (d) written confirmation to the Company to be held at which (inter alia) and the existing Purchaser that each of the aforementioned departing directors of the Company shall :-(other than Ian ▇▇▇▇▇ ▇▇▇ Ian ▇▇▇▇▇▇) ▇▇s returned or delivered to the Company all property of the Company used, enjoyed or held by them in their capacity as employees or officers of the Company including without prejudice to the generality of the foregoing books, records, papers and information of the Company (on whatever medium stored), motor vehicles, credit cards, keys, security cards, personal computers, software, magnetic or other discs on which information is stored; (e) the written resignation of the auditors of the Company together with a statement in accordance with section 394 of the Companies Act that there are no circumstances connected with such resignation which they consider should be brought to the attention of the members or creditors of the Company; (f) the statutory books of the Company complete and accurate up to Completion (but not including any acts or transactions to take place at Completion) and any company seal(s), certificates of incorporation, certificates of incorporation on change of name and all unused share certificates of the Company and all cheque books of the Company; (g) the Warrantors' Disclosure Letter; (h) revised contracts in the agreed form between the Purchaser and each of Simon Best and Piers Lincoln duly executed by the parties. (i) approve consultancy agreements in the registration of agreed form between the Purchaser and or its nominee as members each of the Company in respect of the Sale Shares subject to the production of duly stamped instruments of transfer; (ii) revoke all existing mandates for the operation of all the bank accounts of the Company and issue new mandates giving authority to persons nominated by the Purchaser provided that the Purchaser shall give at least 3 Business Days' advance notice of this in writing to the Vendor; (iii) appoint such persons as the Purchaser may nominate to be validly appointed as additional directors of the Company and upon such appointment forthwith cause all the existing directors of the Company to retire from their respective offices and resign as employees each delivering to the Purchaser a letter under seal in agreed terms acknowledging that the person so retiring and resigning has no entitlement to claim compensation for wrongful dismissal or unfair dismissal or to payment for redundancy or in respect of any other moneys or benefits due to him from the Company arising out of or in connection with his employment and/or its termination; (iv) [deleted] (v) deliver to the Purchaser a counterpart Deed of Assignment of Debt duly executed by Hunt (UK) and Hunt (NL) together with a let▇▇▇ of acknowlJohn ▇▇▇▇ment to the Deed of Assignment of Debt signed ▇ ▇▇▇ Ian ▇▇▇▇▇▇ ▇▇▇y executed by the Companyparties. 4.3 Upon Completion the Purchaser shall :- 4.3.1 effect a telegraphic transfer to the Vendor of HK$2,102,800 being the aggregate amount of the Share Price and the first instalment of the Debt Price as set out in the Deed of Assignment of Debt; 4.3.2 deliver to the Vendor certified true copies of the board resolutions of the Purchaser approving the acquisition of the Sale Shares, the execution of this Agreement and the completion of this Agreement and the transactions contemplated thereby; and 4.3.3 deliver to the Vendor a duly executed counterpart Deed of Assignment of Debt. 4.4 As soon as practicable after Completion the Purchaser shall present the instruments of transfer together with the share certificates in respect of the Sale Shares to the Company for registration of the transfer. 4.5 All the transactions described in Clauses 4.2 and 4.3 above shall take place at the same time, so that in default of the performance of any such transactions by one party, the other party shall not be obliged to complete the sale and purchase aforesaid (without prejudice to any further legal remedies).

Completion. 4.1 Subject to the Conditions Precedent being fulfilled (or, as the case may be, waived by the relevant Party(ies)), Completion shall take place forthwith on execution and exchange of this Agreement at the offices office of Maxwell Batley 27 Chancery Lane London WC2. 4.2 Upon Completio▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ at ▇▇▇▇ ▇▇▇▇▇▇ , ▇h▇▇▇▇▇▇▇▇▇ :- ▇.▇.▇ ▇eliver to the Purchaser duly completed and signed transfers of the Sale Shares by the registered holders thereof in favour of the Purchaser (or as it may direct) together with the respective bought/sold notes and original share certificates in relation to the Sale Shares together with a letter of confirmation that any existing trust between the Vendor and Hunt (UK) is cancelled; 4.2.2 cause a board meeting of ▇▇, ▇▇▇ Company to be ▇▇▇▇▇▇▇▇, 15 Queen’s Road Central, Hong Kong at 10:00 am (or at such other place, time or date as the Parties may agree) on the Completion Date. 4.2 At or before Completion, the Issuer shall procure that a meeting of the Board is duly convened and held in accordance with the Constitution at which the execution of each Warrant Document to which the Issuer is a party and the performance by the Issuer of its obligations under such Warrant Documents is approved and/or ratified. 4.3 At Completion, all (inter aliabut not some only, unless the Subscriber so agrees) of the following business shall be transacted: (a) the existing directors Issuer shall issue the Warrants to the Subscriber (or its nominee) free and clear of all Encumbrances and register the Subscriber (or its nominee) in the Register; (b) the Issuer shall deliver to the Subscriber, each in form and substance to the reasonable satisfaction of the Company shall Subscriber:- (i) approve the registration a certified true copy of the Purchaser Board resolutions approving and/or ratifying the matters below: (A) approving the terms of, and the transactions contemplated by, the Warrant Documents to which the it is a party and resolving that the Issuer executes the Warrant Documents to which it is a party; (B) authorising a specified person or persons to execute the Warrant Documents to which it is a party on its nominee as members behalf; (C) authorising a specified person or persons, on behalf of the Company Issuer, to sign, execute and/or despatch all documents and notices to be signed, executed and/or despatched by it under or in respect connection with any Warrant Documents to which the Issuer is a party; and (D) a specimen of the Sale Shares subject signature of each person authorised by the resolution referred to the production of duly stamped instruments of transferin Clause 4.3(b)(i)(B) above; (ii) revoke all existing mandates for the operation of all the bank accounts a certified true copy of the Company and issue new mandates giving authority to persons nominated Register, reflecting ownership of the Warrants by the Purchaser provided that the Purchaser shall give at least 3 Business Days' advance notice of this in writing to the VendorSubscriber (or its nominee); (iii) appoint such persons as the Purchaser may nominate to be validly appointed as additional directors a copy of the Company approval from the HKSE for the listing of, and upon such appointment forthwith cause permission to deal in, all the existing directors of the Company to retire from their respective offices and resign as employees each delivering to the Purchaser a letter under seal in agreed terms acknowledging that the person so retiring and resigning has no entitlement to claim compensation for wrongful dismissal or unfair dismissal or to payment for redundancy or in respect of any other moneys or benefits due to him from the Company arising out of or in connection with his employment and/or its terminationWarrant Shares; (iv) [deleted]a closing certificate, dated as at the Completion Date and addressed to the Subscriber from the Issuer, executed by a Director (or another duly authorised signatory) and substantially in the form set out in Schedule 2, and attaching thereto as exhibits all supporting documents, showing such fulfilment; and (v) deliver the original executed copies of the following documents: (A) the Warrant Instruments; and (B) the Warrant Certificates. 4.4 Subject to the Purchaser Issuer’s compliance with Clause 4.3, at Completion, the Subscriber shall pay or cause to be paid the Subscription Price, or, if Clause 12.1(b) applies, an amount equal to the Subscription Price less the Cost Reimbursement Amount deductible pursuant to Clause 12.1(b), in HKD or USD (based on a counterpart Deed fixed exchange rate of Assignment HKD7.775 : USD1) (at the Subscriber’s election) by wire transfer of Debt immediately available funds to the Issuer’s bank account (the “Closing Account”), provided that the details of the Closing Account shall be provided by the Issuer in the duly executed wire transfer instruction in the form and substance as set out in Appendix 4 (the “Wire Transfer Instruction”) to the Subscriber at least five Business Days prior to the Completion Date, and further provided that the duly executed Wire Transfer Instruction shall have been sent to the Subscriber on the Completion Date via email by Hunt (UK) and Hunt (NL) together with a let▇▇▇ of acknowlthe Issuer to ▇▇▇▇ment to the Deed of Assignment of Debt signed ▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇ (copying ▇▇▇▇.▇▇▇@▇▇▇.▇▇▇) or another email account as otherwise designated by the Company. 4.3 Upon Completion the Purchaser shall :- 4.3.1 effect a telegraphic transfer to the Vendor of HK$2,102,800 being the aggregate amount of the Share Price and the first instalment of the Debt Price as set out in the Deed of Assignment of Debt; 4.3.2 deliver to the Vendor certified true copies of the board resolutions of the Purchaser approving the acquisition of the Sale Shares, the execution of this Agreement and the completion of this Agreement and the transactions contemplated thereby; and 4.3.3 deliver to the Vendor a duly executed counterpart Deed of Assignment of Debt. 4.4 As soon as practicable after Completion the Purchaser shall present the instruments of transfer together with the share certificates in respect of the Sale Shares to the Company for registration of the transferSubscriber. 4.5 All If the transactions described in Clauses 4.2 and 4.3 above shall take place at the same time, so that in default obligations of the performance Issuer under Clause 4.3 or if the obligations of any such transactions by one party, the other party shall not be obliged to complete the sale and purchase aforesaid (without prejudice to any further legal remedies).Subscriber under Clause

Completion. 4.1 Completion 5.1 The sale and purchase of the Share and the Harvest Payables shall take place forthwith on execution and exchange of this Agreement be completed at the offices of Maxwell Batley 27 Chancery Lane London WC2. 4.2 Upon Completio▇ ▇Freshfields Bruckhaus Deringer, Moscow, on the third Business Day following the fulfilment (▇▇ ▇▇▇▇▇▇ ▇h▇▇▇ :- ▇.▇.▇ ▇eliver to er) of all the Purchaser duly completed and signed transfers of the Sale Shares by the registered holders thereof in favour of the Purchaser (Conditions or on such other day as it may direct) together with the respective bought/sold notes and original share certificates in relation to the Sale Shares together with a letter of confirmation that any existing trust be agreed between the Vendor and Hunt the Purchaser (UKbut, in any event, within five Business Days after such fulfilment or waiver). The events referred to in the following provisions of this clause 5 shall take place on Completion. 5.2 The Vendor and the Purchaser shall execute the notification of transfer of ownership of the Share in the form attached as Schedule 12 and shall procure that: (a) such notification is cancelled; 4.2.2 cause a board meeting delivered to the Company at its principal office located in the Gubkinsky Industrial Area, Purovsky District, Yamalo-Nenets Autonomous Region, the Russian Federation, in accordance with the provisions of the Foundation Documents and Article 21(6) of the LLC Law by one representative of each of Freshfields Bruckhaus Deringer (legal counsel to the Purchaser) and Baker & McKenzie (legal counsel to the Vendor) accompanied b▇ ▇▇▇ Company No▇▇▇▇; ▇▇d (b) such representatives and the Notary prepare a duly notarised statement recording the time, place and manner of such delivery and the name(s) and title(s) of the person(s), if any, to be held at which whom such delivery was made. 5.3 Upon receipt of verbal confirmation by the Moscow office of each of Freshfields Bruckhaus Deringer and Baker & McKenzie that their respective representatives a▇▇ ▇▇▇ ▇otary ▇▇▇▇ co▇▇▇▇▇▇▇ the actions specified in clauses 5.2(a) and 5.2(b): (inter aliaa) the existing directors of the Company Vendor shall :- (i) approve the registration of the Purchaser and or its nominee as members of the Company in respect of the Sale Shares subject to the production of duly stamped instruments of transfer; (ii) revoke all existing mandates for the operation of all the bank accounts of the Company and issue new mandates giving authority to persons nominated by the Purchaser provided that the Purchaser shall give at least 3 Business Days' advance notice of this in writing to the Vendor; (iii) appoint such persons as the Purchaser may nominate to be validly appointed as additional directors of the Company and upon such appointment forthwith cause all the existing directors of the Company to retire from their respective offices and resign as employees each delivering to the Purchaser a letter under seal in agreed terms acknowledging that the person so retiring and resigning has no entitlement to claim compensation for wrongful dismissal or unfair dismissal or to payment for redundancy or in respect of any other moneys or benefits due to him from the Company arising out of or in connection with his employment and/or its termination; (iv) [deleted] (v) deliver to the Purchaser a counterpart Deed deed of Assignment assignment in respect of Debt duly executed the Harvest Payables in the form attached as Schedule 13; and (b) the Purchaser and the Vendor shall, in satisfaction of the Purchaser's obligations under clauses 2.2 and 2.4, execute an irrevocable escrow release instruction in the form attached as Schedule 14 and cause the Escrow Agent to transfer the Escrow Amount (for same day value) by Hunt (UK) and Hunt (NL) wire transfer of immediately available funds from the Escrow Account to JPMorgan Chase Bank, Houston, TX, ABA Routing #: [____], SWIFT: [_______], FBO: Harvest Natural Resources, Inc., Account #: [_____], which transfer, together with a let▇▇the simultaneous crediting of the Earnest Money Deposit towards the total price payable for th▇ of acknowl▇▇▇▇ment to ▇ and the Deed of Assignment of Debt signed Harvest Payables as agreed by the Company. 4.3 Upon Completion Parties, shall amount to full payment of such total price. The Parties acknowledge and agree, for the avoidance of doubt, that the Purchaser shall :- 4.3.1 effect a telegraphic transfer be entitled to all interest and other income due and payable on the Vendor of HK$2,102,800 being funds held in the aggregate amount Escrow Account whether or not the sale and purchase of the Share Price and the first instalment Harvest Payables is completed as contemplated by this Agreement. Each of the Debt Price Parties hereby irrevocably instructs its respective legal counsel to execute the irrevocable escrow release instruction upon receipt of verbal confirmation as set out referred to in the Deed of Assignment of Debt;this clause 5.3. 4.3.2 deliver to 5.4 If the Vendor certified true copies of fails, is unable or declines to perform its material obligations required to be performed by it pursuant to clauses 5.2 and 5.3 by the board resolutions of last date on which Completion is required to occur, the Purchaser approving the acquisition of the Sale Shares, the execution of this Agreement and the completion of this Agreement and the transactions contemplated thereby; and 4.3.3 deliver to the Vendor a duly executed counterpart Deed of Assignment of Debt. 4.4 As soon as practicable after Completion the Purchaser shall present the instruments of transfer together with the share certificates in respect of the Sale Shares to the Company for registration of the transfer. 4.5 All the transactions described in Clauses 4.2 and 4.3 above shall take place at the same time, so that in default of the performance of any such transactions by one party, the other party shall not be obliged to complete the sale and purchase aforesaid of the Share and the Harvest Payables and may, in its absolute discretion, by written notice to the Vendor: (without prejudice a) terminate this Agreement (other than clauses 1, 2.3, 2.4 and 11 to 22 (apart from clauses 13 and 18)), in which case neither Party shall have any claim of any nature whatsoever against the other Party under this Agreement (save in respect of any rights and liabilities of the Parties which have accrued prior to termination); or (b) elect to complete this Agreement on that date, to the extent that the Vendor is ready, able and willing to do so, and specify a later date on which the Vendor shall be obliged to complete its outstanding obligations; or (c) elect to defer the completion of this Agreement by not more than twenty (20) Business Days to such other date as it may specify in such notice, in which event the provisions of this clause 5.4 shall apply, mutatis mutandis, if the Vendor fails or is unable to perform any such obligations on such other date. 5.5 If, due to any further legal remediesreason other than as contemplated by clause 5.4 or clause 10.1(a), (b) or (c), the Purchaser fails, is unable or declines to perform its material obligations required to be performed by it pursuant to clause 5.2 by the last date on which Completion is required to occur, the Vendor shall not be obliged to complete the sale and purchase of the Share and the Harvest Payables and may, in its absolute discretion, by written notice to the Purchaser terminate this Agreement (other than clauses 1, 2.3, 2.4 and 11 to 22 (apart from clauses 13 and 18)), in which case the Vendor shall be entitled to receive payment of the sum of USD 5,500,000 from the Escrow Amount as liquidated damages promptly upon such termination. Subject to the preceding sentence, in the event this Agreement is terminated pursuant to this clause 5.5, neither Party shall have any claim of any nature whatsoever against the other Party under this Agreement (save in respect of any rights and liabilities of the Parties which have accrued prior to termination). The Parties acknowledge and agree that the liquidated damages payable to the Vendor pursuant to this clause 5.5 represent a genuine pre-estimate of the loss which would be suffered by the Vendor, including opportunity costs, arising out of the failure by the Purchaser to proceed with Completion.

Completion. 4.1 5.1 The sale and purchase of the Sale Shares shall be completed on or before the expiry of thirty (30) days from the date the last of the approvals or conditions stated in Clause 4 have been obtained or fulfilled ("COMPLETION DATE") in the manner hereinafter set forth:- 5.1.1 the Vendors shall deliver or procure the delivery to NHancement of the following:- (a) a copy of the resolution of the Board of Directors of the Company (duly certified by a Director or the company Secretary of the Company) approving the transfer of the Sale Shares from the vendors to NHancement or its nominee(s) together with signed copies of the waiver(s) of pre-emption rights of any person whomsoever to the Sale Shares or any part thereof it such waiver(s) are required under the Articles of Association of the Company to enable NHancement or its nominee(s) to be registered as the transferee(s) of the Sale Shares; (b) the relevant share certificates relating to the Sale Shares and duly executed valid and registrable transfers in respect thereof in favour of Nhancement or its nominee(s); (c) a copy of the resolutions of the Board of Directors of the Company (duly certified by a Director or the Secretary of the Company) approving the appointment of four (4) nominees of Nhancement as directors of the Company; (d) letters of resignation of all directors of the Company other than the directors nominated by Nhan▇▇▇▇▇▇ ▇▇ take effect immediately and without any compensation for loss of office; (e) letters of resignation of the Auditors and the Company Secretary; 8 (f) the common seal and all assets and documents belonging to the Company; (g) employment agreements between the persons whose names appear below and the Company in a form acceptable to NHancement whereby the said persons agree to be employed by the Company in the designation which appears against their respective names for not less than two (2) years after the Completion shall take place forthwith on execution and exchange of this Agreement at the offices of Maxwell Batley 27 Chancery Lane London WC2. 4.2 Upon Completio▇ Date. Name Designation ---- ----------- Goh ▇▇▇ ▇▇▇▇▇ Managing Director Ng K▇▇ ▇h▇▇ Technical Manager Man ▇▇▇▇ :- ▇.▇.▇ ▇eliver to the Purchaser duly completed and signed transfers of the Sale Shares by the registered holders thereof in favour of the Purchaser (or as it may direct) together with the respective bought/sold notes and original share certificates in relation to the Sale Shares together with a letter of confirmation that any existing trust between the Vendor and Hunt (UK) is cancelled; 4.2.2 cause a board meeting of ▇▇▇ Company Technical Manager Ahil▇▇ ▇▇▇▇▇▇▇▇ Divisional Manager, Sales; s/o S.L. ▇▇▇▇▇▇ (h) a market stand-off agreement signed by each Vendor substantially in a form acceptable to be held at which (inter alia) the existing directors of the Company shall :-NHancement; (i) approve a Closing Certificate signed by each Vendor whereby the registration of Vendors confirm that the Purchaser representatives, warranties and or its nominee covenants provided by them under this Agreement remain true and accurate as members at the Completion Date; (j) a Closing Certificate signed by the Managing Director of the Company in respect of the Sale Shares subject to the production of duly stamped instruments of transfer; (ii) revoke all existing mandates for the operation of all the bank accounts of the Company and issue new mandates giving authority to persons nominated by the Purchaser provided confirming that the Purchaser shall give at least 3 Business Days' advance notice of this in writing to the Vendor; (iii) appoint such persons as the Purchaser may nominate to be validly appointed as additional directors of the Company representations and upon such appointment forthwith cause all the existing directors of the Company to retire from their respective offices and resign as employees each delivering to the Purchaser a letter under seal in agreed terms acknowledging that the person so retiring and resigning has no entitlement to claim compensation for wrongful dismissal or unfair dismissal or to payment for redundancy or in respect of any other moneys or benefits due to him from the Company arising out of or in connection with his employment and/or its termination; (iv) [deleted] (v) deliver to the Purchaser a counterpart Deed of Assignment of Debt duly executed by Hunt (UK) and Hunt (NL) together with a let▇▇▇ of acknowl▇▇▇▇ment to the Deed of Assignment of Debt signed by the Company. 4.3 Upon Completion the Purchaser shall :- 4.3.1 effect a telegraphic transfer to the Vendor of HK$2,102,800 being the aggregate amount of the Share Price and the first instalment of the Debt Price as warranties set out in the Deed of Assignment of Debt; 4.3.2 deliver Clauses 6.1.1 to the Vendor certified 6.1.28 hereof remain true copies of the board resolutions of the Purchaser approving the acquisition of the Sale Sharesand accurate, the execution of this Agreement and the completion of this Agreement and the transactions contemplated thereby; and 4.3.3 deliver to the Vendor a duly executed counterpart Deed of Assignment of Debt. 4.4 As soon as practicable after Completion the Purchaser shall present the instruments of transfer together with the share certificates in respect of the Sale Shares to the Company for registration of the transfer. 4.5 All the transactions described undertakings set out in Clauses 4.2 and 4.3 above shall take place at the same time, so that in default of the performance of any such transactions by one party, the other party shall not be obliged 7.1.1 to complete the sale and purchase aforesaid (without prejudice to any further legal remedies)7.

Completion. 4.1 5.1 Completion shall take place forthwith on execution and exchange of this Agreement at the offices of Maxwell Batley 27 Chancery Lane London WC2the Seller's Solicitors on the Completion Date or at such other place and/or on such earlier date as may be agreed between the parties. 4.2 Upon Completio▇ ▇▇▇ ▇▇5.2 On or before Completion the Seller shall procure and the Buyer shall permit that: (a) all loans and debts due to any member of the Seller's Group in respect of or in relation to the Hardware Business from, and all loans and debts due from any member of the Seller's Group in respect of or in relation to the Hardware Business to, the Seller and every other entity in the Seller's Group shall be repaid or paid in full; (b) all loans due to any member of the Seller's Group in respect of or in relation to the Hardware Business from, and all loans due from any member of the Seller's Group in respect of or in relation to Hardware Business to, directors or employees of any member of the Seller's Group in respect of or in relation to the Hardware Business shall be repaid in full; (c) all salaries, directors' fees, expenses and bonuses (if any) of all directors and employees of the Seller engaged in or employed in respect of the Hardware Business shall be paid up to the Completion Date including any pro-rated amounts for the period up to the Effective Date. 5.3 On Completion the Seller shall cause to be delivered to the Buyer: (a) certified minutes of the meetings of the board of directors of the Seller and the Sellers Guarantor approving the transactions contained in this Agreement to which they are party and the documents referred to herein and authorising the execution thereof by the Seller and the Sellers Guarantor (as the case may be). (b) physical possession of all the Assets capable of passing by delivery with the intent that title in such Assets shall pass by and upon such delivery; (c) duly executed agreements in the agreed terms for the assignment or novation of the benefit of the Business Contracts to the Buyer, or as the Buyer shall direct, and all requisite consents and licences therefor; (d) a duly executed assignment in the agreed terms to vest the the Goodwill in the Buyer or as the Buyer shall direct; (e) all documents of title and certificates for the lawful operation and use of, and all service documents pertaining to, the Fixed Assets and the Stock; (f) duly executed Trade ▇▇▇▇ ▇h▇▇▇ :-Assignments, Baltimore Licence and Sureware Licence in the agreed terms of the Business Intellectual Property; ▇.▇.▇ ▇eliver (g) all documents of title, certificates, deeds, licences, agreements and other documents relating to the Purchaser duly completed Business Intellectual Property and signed transfers all manuals, drawings, plans, documents and other materials and media on which the Business Information is recorded; (h) the Business Contracts and the books, accounts, reference lists of customers, credit reports, price lists, cost records, work tickets, catalogues, advertising and all other documents, papers and records in the possession or under the control of the Sale Shares by Seller relating to the registered holders thereof in favour Hardware Business or any of the Purchaser Assets duly written up to the Completion Date; (or as it may directi) together with the respective bought/sold notes all files and original share certificates documentation in relation to the Sale Shares together with a letter Trade Marks including those of confirmation that advisers to include correspondence from and to any existing trust between the Vendor and Hunt (UK) is cancelled; 4.2.2 cause a board meeting of Trade ▇▇▇▇ Company to be held at which Registry and any searches or search results; (inter aliaj) the existing directors of the Company shall :-Records; (ik) approve the registration of the Purchaser and or its nominee as members of the Company in respect of the Sale Shares subject to the production of duly stamped instruments of transfer; (ii) revoke all existing mandates for the operation of all the bank accounts of the Company and issue new mandates giving authority to persons nominated by the Purchaser provided that the Purchaser shall give at least 3 Business Days' advance notice of this in writing to the Vendor; (iii) appoint such persons as the Purchaser may nominate to be validly appointed as additional directors of the Company and upon such appointment forthwith cause all the existing directors of the Company to retire from their respective offices and resign as employees each delivering to the Purchaser a letter under seal in agreed terms acknowledging that the person so retiring and resigning has no entitlement to claim compensation for wrongful dismissal or unfair dismissal or to payment for redundancy or in respect of any other moneys or benefits due to him from the Company arising out of or in connection with his employment and/or its termination; (iv) [deleted] (v) deliver to the Purchaser a counterpart Deed of Assignment of Debt duly executed by Hunt (UK) and Hunt (NL) together with a let▇▇▇ of acknowl▇▇▇▇ment to the Deed of Assignment of Debt signed by the Company. 4.3 Upon Completion the Purchaser shall :- 4.3.1 effect a telegraphic transfer to the Vendor of HK$2,102,800 being the aggregate amount of the Share Price and the first instalment of the Debt Price as set out in the Deed of Assignment of Debt; 4.3.2 deliver to the Vendor certified true copies of the board resolutions of the Purchaser approving the acquisition of the Sale Shares, the execution of this Agreement and the completion of this Agreement Transitional Services Agreement, a written acknowledgement executed as a deed from the Seller that all arrangements to which the Seller is a party and which affect the transactions contemplated thereby; and 4.3.3 deliver Hardware Business or Assets other than the Business Contracts have been cancelled by mutual agreement and without any compensation or damages being payable by either party to the Vendor a duly executed counterpart Deed of Assignment of Debt.other; 4.4 As soon as practicable after Completion the Purchaser shall present the instruments of transfer together with the share certificates (l) all National Insurance PAYE records fully completed in respect of the Sale Shares Employees and showing that payments are up to date; (m) the Company for registration duly executed Transitional Services Agreement; (n) the duly executed Lease; (o) all necessary licences permits authorisation or authorities (public or private) to enable the Seller to carry on the Hardware Business as currently carried on and in accordance with law; (p) the duly executed Trusted World Partnership Agreement between BTL and AEP Systems Limited in the agreed terms; (q) the duly executed Licence and Licence List X; (r) the duly executed Deed of the transferCovenant. 4.5 All (s) the transactions described in Clauses 4.2 and 4.3 above shall take place at the same time, so that in default of the performance of any such transactions by one party, the other party shall not be obliged to complete the sale and purchase aforesaid (without prejudice to any further legal remedies)duly executed Reseller Agreement.

Completion. 4.1 3.1 Completion shall take place forthwith on execution and exchange of this Agreement at the offices of Maxwell Batley 27 Chancery Lane London WC2the Buyer’s Solicitors (or at such other place as the parties may agree) immediately after the execution of this agreement. 4.2 Upon Completio3.2 On Completion the Seller shall deliver to or, if the Buyer shall so agree, make available to the Buyer: (a) transfers in common form relating to all the Shares duly executed in favour of the Buyer (or as it may direct); (b) a share certificate relating to the Shares (or an indemnity in respect of a lost share certificate in a form reasonably acceptable to the Buyer); (c) resignations in the agreed terms duly executed as deeds of J▇▇▇▇▇▇ ▇▇▇▇▇▇▇, D▇▇▇▇▇ ▇▇▇▇▇, D▇▇▇▇▇ ▇’▇▇▇▇▇, J▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇h▇▇▇ :-Lass from their offices as director or secretary of and their employment with any Group Company containing a confirmation that they have no claims (whether statutory, contractual or otherwise) against any Group Company; ▇.▇.▇ ▇eliver (d) the common seals, certificates of incorporation and statutory books, share certificate books and cheque books of each Group Company; (e) the Tax Deed duly executed by the Seller; (f) all leases, title deeds and other documents relating to the Purchaser Properties (except to the extent that the same are in the possession of mortgagees pursuant to mortgages disclosed in schedule 5); (g) to the extent not in the possession of any Group Company, all books of account concerning the businesses of any Group Company; (h) an acknowledgement in the agreed terms from the Seller to the effect that following the repayments made in accordance with clause 3.4 and/or clause 3.5 as the case may be, there is no Intra-Group Indebtedness owing at Completion; (i) the Disclosure Letter and the Transitional Services Agreement, both duly completed and signed transfers executed by the Seller; (j) share certificates relating to all of the Sale Shares issued shares in the capital of the Subsidiaries (or an indemnity in respect of a lost share certificate in a form reasonably acceptable to the Buyer); (k) a copy of a resolution of the board of directors of the Seller authorising the execution of and the performance of its obligations under this agreement and each of the other documents to be executed by it; (l) an irrevocable power of attorney in the agreed terms executed by the registered holders thereof holder of the Shares in favour of the Purchaser Buyer, appointing the Buyer to be its lawful attorney in respect of the Shares; (or m) a deed of release executed by W▇▇▇▇ Fargo Foothill Inc. as it may direct) together with the respective bought/sold notes facility agent and original share certificates security agent for GSO Luxembourg Onshore Funding SARL in relation to the Sale Shares together with a letter of confirmation that any existing trust between the Vendor and Hunt (UK) is cancelledThird Party Debt; 4.2.2 cause a board meeting (n) the resignation of the auditors of each Group Company under section 394 of the Companies Act that none of the circumstances mentioned in that section exist and that there are no fees or other payments due to them from the relevant Group Company; (o) service contacts in the agreed form executed by K▇▇▇▇ Company to be held at which ▇▇▇▇▇▇▇▇▇▇ and A▇▇▇▇▇ ▇▇▇▇; (inter aliap) compromise agreements in the agreed form executed by K▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and A▇▇▇▇▇ ▇▇▇▇; and (q) the existing directors Special Resolution. 3.3 At or prior to Completion, the Seller shall procure the passing of the Company shall board resolutions of each Group Company:- (ia) approve sanctioning for registration (subject where necessary to due stamping) the registration of the Purchaser and or its nominee as members of the Company transfers in respect of the Sale Shares subject to the production of duly stamped instruments of transferShares; (iib) revoke appointing P▇▇▇▇ ▇▇▇▇▇▇▇▇, J▇▇▇ ▇▇▇▇▇, P▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and B▇▇ ▇▇▇▇▇▇▇ as directors and J▇▇▇ ▇▇▇▇▇ as secretary of each Group Company; (c) revoking all existing mandates for to bankers and giving authority in favour of the operation of all directors appointed under clause 3.3(b) above or such other persons as the Buyer may nominate to operate the bank accounts of the Company and issue new mandates giving authority to persons nominated by the Purchaser provided that the Purchaser shall give at least 3 Business Days' advance notice of this in writing to the Vendorthereof; (iiid) appoint such persons as the Purchaser may nominate resolving to be validly appointed as additional directors repay a sum equal to that proportion of the Company and upon such appointment forthwith cause all Intra-Group Indebtedness owed by each relevant Group Company; (e) authorising the existing directors of the Company to retire from their respective offices and resign as employees each delivering delivery to the Purchaser a letter under seal in agreed terms acknowledging that the person so retiring and resigning has no entitlement to claim compensation for wrongful dismissal or unfair dismissal or to payment for redundancy or Buyer of share certificate in respect of any other moneys or benefits due to him from the Company arising out of or in connection with his employment and/or its terminationShares; (ivf) [deleted]note the resignations referred to in clause 3.2(c) and 3.2(p) above; (vg) change the registered office to R▇▇▇▇▇▇ House, Elvicta Business Park, C▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇; and (h) pass the Shareholder Resolutions. 3.4 In the event that the Estimated Intra-Group Indebtedness is a positive figure, the Seller shall procure the payment of an amount equal to the Estimated Intra-Group Indebtedness by way of electronic transfer to the Buyer’s Solicitor’s Account at XXXXXXXX XXXXXXXXXXX Bank XXX XX XXX XXXXXX, XXXXXX XXX XXXXXX, PO BOX XXXXX, XXX XXXXXX, XXXXXX XXXX XXX, sort code XX-XX-XX, Account Number XXXXXXXX (the “Buyer’s Solicitor’s Account”) and the receipt of the Buyer’s Solicitors shall be a good discharge to the Seller. 3.5 Upon compliance by the Seller with all the provisions of clauses 3.2, 3.3 and 3.4 the Buyer shall (for the avoidance of doubt using finance procured by the Buyer in the case of sub-clauses (b) and (c) below): (a) provide for the electronic transfer of the Completion Share Payment to the Seller’s Solicitor’s Account at XXXXXXX Bank XXX, XX XX XXXXXXXXXXX, XXXXXX, XXXX XXX, sort code XX-XX-XX, Account No. XXXXXXXX (the “Seller’s Solicitor’s Account”) and the receipt of the Seller’s Solicitors shall be a good discharge to the Buyer; (b) in the event that the Estimated Intra-Group Indebtedness is a negative figure, procure the payment by the Company of an amount equal to the Estimated Intra-Group Indebtedness by way of electronic transfer to the Seller’s Solicitor’s Account and the receipt of the Seller’s Solicitors shall be a good discharge to the Buyer; (c) procure the payment by the Company of the Third Party Debt by way of electronic transfer to those persons and in such amounts as set out in schedule 6 by way of electronic transfer to such accounts as shall be notified to the Buyer in advance; (d) deliver to the Purchaser Seller a counterpart of the Tax Deed of Assignment of Debt and the Transitional Services Agreement, both duly executed by Hunt (UK) and Hunt (NL) together with a let▇▇▇ of acknowl▇▇▇▇ment to the Deed of Assignment of Debt signed by the CompanyBuyer. 4.3 Upon Completion the Purchaser shall :- 4.3.1 effect a telegraphic transfer to the Vendor of HK$2,102,800 being the aggregate amount of the Share Price and the first instalment of the Debt Price as set out in the Deed of Assignment of Debt; 4.3.2 deliver to the Vendor certified true copies of the board resolutions of the Purchaser approving the acquisition of the Sale Shares, the execution of this Agreement and the completion of this Agreement and the transactions contemplated thereby; and 4.3.3 deliver to the Vendor a duly executed counterpart Deed of Assignment of Debt. 4.4 As soon as practicable after Completion the Purchaser shall present the instruments of transfer together with the share certificates in respect of the Sale Shares to the Company for registration of the transfer. 4.5 All the transactions described in Clauses 4.2 and 4.3 above shall take place at the same time, so that in default of the performance of any such transactions by one party, the other party shall not be obliged to complete the sale and purchase aforesaid (without prejudice to any further legal remedies).

Completion. 4.1 Completion shall take place forthwith on execution and exchange the date of this Agreement at (or such other date as the offices of Maxwell Batley 27 Chancery Lane London WC2parties hereto may agree in writing). 4.2 Upon Completio▇ ▇▇▇ ▇▇▇▇▇▇ ▇h▇▇▇ :- ▇.▇.▇ ▇eliver At Completion, the Vendor A shall deliver or cause to be delivered to the Purchaser duly completed and signed transfers Purchaser: (a) instrument(s) of transfer in respect of the transfer of the Vendor A Sale Shares duly executed by the registered holders thereof Vendor A in favour of the Purchaser Purchaser; (or as it may directb) together with the respective bought/sold notes and original share certificates certificate(s) in relation respect of the Vendor A Sale Shares; and (c) an application letter duly signed by the Vendor A applying for the Vendor A Consideration Shares. At Completion, the Vendor B shall deliver or cause to be delivered to the Purchaser: (a) instrument(s) of transfer in respect of the transfer of the Vendor B Sale Shares together with a letter of confirmation that any existing trust between duly executed by the Vendor and Hunt (UK) is cancelledB in favour of the Purchaser; 4.2.2 cause (b) original share certificate(s) in respect of the Vendor B Sale Shares; and (c) an application letter duly signed by the Vendor B applying for the Vendor B Consideration Shares. 4.3 The Vendors shall procure a board meeting of ▇▇▇ the board of directors of the Company to be held at which (inter alia) resolutions shall be passed for the existing directors approval for the transfer of the Company shall :- (iSale Shares to the Purchaser and/or its nominee(s) approve and the registration of such transfer, subject to the relevant instrument(s) of transfer being produced for registration. 4.4 At Completion, the Purchaser and or its nominee as members shall: (a) produce instrument(s) of the Company transfer in respect of the Sale Shares subject to duly executed by the production of duly stamped instruments of transferPurchaser; (iib) revoke all existing mandates for the operation of all the bank accounts deliver a copy of the Company and issue new mandates giving authority to persons nominated by minutes of the Purchaser provided that the Purchaser shall give at least 3 Business Days' advance notice board of this in writing to the Vendor; (iii) appoint such persons as the Purchaser may nominate to be validly appointed as additional directors of the Company and upon such appointment forthwith cause all the existing directors of the Company to retire from their respective offices and resign as employees each delivering to the Purchaser certified by a letter under seal in agreed terms acknowledging that the person so retiring and resigning has no entitlement to claim compensation for wrongful dismissal or unfair dismissal or to payment for redundancy or in respect of any other moneys or benefits due to him from the Company arising out of or in connection with his employment and/or its termination; (iv) [deleted] (v) deliver to the Purchaser a counterpart Deed of Assignment of Debt duly executed by Hunt (UK) and Hunt (NL) together with a let▇▇▇ of acknowl▇▇▇▇ment to the Deed of Assignment of Debt signed by the Company. 4.3 Upon Completion the Purchaser shall :- 4.3.1 effect a telegraphic transfer to the Vendor of HK$2,102,800 being the aggregate amount of the Share Price and the first instalment of the Debt Price as set out in the Deed of Assignment of Debt; 4.3.2 deliver to the Vendor certified true copies of the board resolutions director of the Purchaser approving the acquisition allotment and issue of the Sale Shares, Consideration Shares to the execution of this Agreement Vendors as fully paid and the completion registration of this Agreement and the transactions contemplated thereby; andrespective names of each of the Vendors in the register of members of the Purchaser as the relevant registered holder of the Consideration Shares; 4.3.3 (c) deliver to the Vendor a duly executed counterpart Deed of Assignment of Debt. 4.4 As soon as practicable after Completion the Purchaser shall present the instruments of transfer together with the A share certificates certificate(s) in respect of the Sale Shares Vendor A Consideration Shares; (d) deliver to the Company for registration Vendor B share certificate(s) in respect of the transferVendor B Consideration Shares; and (e) deliver to the Vendors the updated register of members of the Purchaser. 4.5 All At Completion, the transactions described Vendors and the Purchaser shall enter into a shareholders’ agreement in Clauses 4.2 such form to be agreed by the Vendors and 4.3 above the Purchaser, which shall take place at the same time, so that in default be terminated upon listing of the performance of any such transactions by one party, the other party shall not be obliged to complete the sale and purchase aforesaid (without prejudice to any further legal remedies)Purchaser and/or its holding company.

Completion. 4.1 Completion 6.1 The sale and purchase of the Sale Shares shall take place forthwith on execution and exchange of this Agreement be completed at the offices of Maxwell Batley 27 Chancery Lane London WC2the Purchaser's Solicitors at 12 noon on 1 October 1999 (or at such other time or place as the parties shall agree). 4.2 Upon Completio6.2 On Completion the Vendors shall deliver or cause to be delivered to the Purchaser: (a) duly executed stock transfer forms in respect of the Sale Shares together with the related share certificates (such stock transfer forms to be in favour of the Purchaser or its nominees, as the Purchaser shall direct) together with such waivers, consents, or other documents as the Purchaser may require to enable it or its nominees to be registered as the holders of the Sale Shares free from all Encumbrances and other adverse rights whatsoever; (b) an acknowledgement from each of the Vendors to the Purchaser and the Company executed as a deed to the effect that save in relation to remuneration or reimbursement of expenses incurred in relation to his or her employment, there is no outstanding indebtedness owing at Completion from the Company to such Vendor or to any such Vendor's Affiliate or vice versa; (c) letter of resignation in the agreed form from the secretary of the Company; (d) letter of resignation from ▇▇ ▇▇▇▇ as a director of the Company and a compromise agreement in the agreed form between the Company and Mr P ▇▇▇▇'▇ duly executed by the parties in compliance with the provisions of section 203 of the Employment Rights ▇▇▇ ▇▇▇▇; in the agreed form from Mr P ▇▇▇▇; (e) the statutory books of the Company complete and accurate up to Completion and any company seal, certificates of incorporation, certificates of incorporation on change of name and all unused share certificates of the Company and all cheque books of the Company; (f) the Tax Deed duly executed by the Vendors; (g) the Disclosure Letter; (h) revised service agreement in the agreed form between the Company and Ms T ▇▇▇▇▇▇ and a consultancy agreement in the agreed form between the Company and Mr P ▇▇▇▇ duly executed by the parties; (i) the Escrow Agreement duly executed by the Vendors and the Vendors' Solicitors; (j) letters of non-crystallisation in the agreed form executed by NatWest Bank plc; and (k) such other documents relating to the Company as the Purchaser shall reasonably require. 6.3 On Completion the Vendors shall procure the holding of a meeting of the directors of the Company at which the directors of the Company shall: (a) (subject to stamping) approve the transfers to the Purchaser (or its nominees) of the Sale Shares; (b) appoint ▇▇▇▇▇ ▇▇▇▇ as chairman, Sar Ramadan and ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇h▇▇▇ :- ▇.▇.▇ ▇eliver to the Purchaser duly completed and signed transfers of the Sale Shares by the registered holders thereof in favour of the Purchaser (or as it may direct) together with the respective bought/sold notes and original share certificates in relation to the Sale Shares together with a letter of confirmation that any existing trust between the Vendor and Hunt (UK) is cancelled; 4.2.2 cause a board meeting of ▇▇▇ Company to be held at which (inter alia) the existing directors of the Company shall :- (i) approve the registration of the Purchaser and or its nominee as members of the Company in respect of the Sale Shares subject to the production of duly stamped instruments of transfer; (ii) revoke all existing mandates for the operation of all the bank accounts of the Company and issue new mandates giving authority to persons nominated by the Purchaser provided that the Purchaser shall give at least 3 Business Days' advance notice of this in writing to the Vendor; (iii) appoint such persons as the Purchaser may nominate to be validly appointed as additional directors of the Company and upon such appointment forthwith cause delegate to ▇▇▇▇▇ ▇▇▇▇▇▇ the following operating powers: (i) all the existing directors of the Company to retire from their respective offices UK direct and resign as employees each delivering to the Purchaser a letter under seal in agreed terms acknowledging that the person so retiring indirect channel sales responsibility ; (ii) all UK marketing functions and resigning has no entitlement to claim compensation for wrongful dismissal or unfair dismissal or to payment for redundancy or in respect of any other moneys or benefits due to him from the Company arising out of or in connection with his employment and/or its terminationresponsibilities; (iii) all UK finance and accounting functions; (iv) [deleted]all responsibility and authority in respect of UK service delivery covering all direct and channel support service including but not limited to consulting, education and maintenance revenues; and (v) deliver to direct line management responsibility for all UK managers but provided that the Purchaser a counterpart Deed of Assignment of Debt duly executed by Hunt (UK) and Hunt (NL) together shall have an indirect reporting relationship with a let▇▇▇ of acknowlUK financial controllers; provided that the Purchaser shall remain responsible after due consultation with ▇▇▇▇ment ▇ ▇▇▇▇▇▇ for establishing strategy and corporate policies in the UK in areas including but not limited to finance, accounting, legal and human resources and ▇▇▇▇▇ ▇▇▇▇▇▇ shall have the operating powers set out above in order to implement such strategic policies, but only pursuant to a business plan which has been reviewed and approved by the Purchaser (such approval not to be unreasonably withheld): (c) appoint TJG Secretaries Limited of Carmelite, ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ODX as the new secretary of the Company; (d) accept the resignations referred to in sub-clauses 6.2(c) and (d) relating to the Deed Company; (e) approve the documents referred to in sub-clause 6.2(h) and authorise one or more of Assignment the directors referred to in sub-clause (b) of Debt signed this clause to execute the same on behalf of the Company; (f) change the registered office of the Company to Carmelite, ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ODX; (g) cancel the existing mandates to the Company's bankers and replace them with new mandates as requested by the CompanyPurchaser; and (h) pass any other resolutions reasonably requested by the Purchaser. 4.3 Upon 6.4 On Completion the Purchaser shall deliver to the Vendors or to the Vendors' Solicitors (whose receipt shall be a sufficient discharge): (a) a counterpart of the Tax Deed duly executed by the Purchaser; (b) a certified copy of instructions to the Purchaser's Transfer Agent to prepare Share Stock Certificates in favour of the Vendors in respect of the number of Escrow Shares set out against their respective names in schedule 1; (c) a counterpart of the Escrow Agreement duly executed by the Purchaser and the Purchaser's Solicitors; (d) an opinion in the agreed form from ▇▇▇▇▇▇▇ Coie regarding (inter alia) the corporate authorisation and constitutional power of the Purchaser to enter into the arrangements and agreement contemplated by this agreement. 6.5 The Purchaser and the Vendors agree that the Vendors shall have those rights with respect to the Exchange Shares on the same terms and conditions, and subject to the same obligations, as provided in sections 1.3 and 1.12 of the Amended and Restated Investors' Rights Agreement dated 14 December 1998 by and among the Purchaser and the shareholders of the Purchaser named therein, a copy of which is attached hereto as Exhibit A . The Vendors shall be deemed to be "Holders" and "the Exchange Shares" held by the Vendors shall be deemed to be "Registrable Securities" for purposes of sections 1.3 and 1.12 of the Investors' Rights Agreement. 6.6 The Purchaser warrants to the Vendors that the granting of the rights to the Vendors referred to in clause 6.5 does not either: (a) require an amendment to the Investor Rights Agreement; or (b) conflict with any other obligations of the Purchaser. 6.7 On Completion the Purchaser shall on account of its obligation under sub- 4.3.1 effect a telegraphic clause 3.1 cause the sum of US$5,000,000 to be paid by electronic funds transfer to the Vendor of HK$2,102,800 being the aggregate amount bank account of the Share Price Vendors' Solicitors at NatWest Bank plc, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ sort code 560005 , Account No: ▇▇▇▇▇▇▇▇ and payment made in accordance with this clause shall constitute a good discharge for the first instalment Purchaser of its obligations under clauses 3.1 (a) (to the extent of the Debt Price as set out in the Deed of Assignment of Debt; 4.3.2 deliver to the Vendor certified true copies of the board resolutions of the Purchaser approving the acquisition of the Sale Shares, the execution of this Agreement payment so made) and the completion of this Agreement and the transactions contemplated thereby; and 4.3.3 deliver to the Vendor a duly executed counterpart Deed of Assignment of Debt3.2(a). 4.4 As 6.8 On or as soon as practicable after Completion Completion, the Purchaser Escrow Shares which each Vendor is entitled to receive pursuant to clause 3 of this agreement shall present without any act of such Vendor be registered in the instruments name of transfer together the relevant Vendor and shall be deposited in escrow in accordance with the share certificates in respect provisions of the Sale Shares to the Company for registration of the transferEscrow Agreement. 4.5 All the transactions described in Clauses 4.2 and 4.3 above shall take place at the same time, so that in default of the performance of any such transactions by one party, the other party shall not be obliged to complete the sale and purchase aforesaid (without prejudice to any further legal remedies).

Completion. 4.1 6.1 Unless otherwise agreed by the Purchaser and the Vendor, Completion shall take place forthwith on execution and exchange of this Agreement at the Completion Date at the offices of Maxwell Batley 27 Chancery Lane London WC2. 4.2 Upon Completio▇ CMS ▇▇▇▇▇ Star Busmann N.V., Mondriaantoren, ▇▇▇▇▇▇▇▇▇▇▇ ▇h▇, ▇▇▇▇ :- ▇.▇.▇ ▇eliver to Amsterdam, the Purchaser duly completed and signed transfers Netherlands in the presence of the Sale Shares by the registered holders thereof in favour of the Purchaser (or as it may direct) together with the respective bought/sold notes and original share certificates in relation to the Sale Shares together with a letter of confirmation that any existing trust between Notary. 6.2 At Completion, the Vendor and Hunt the Purchaser shall, and shall cause the relevant Group Companies to, do all such acts and execute all such documents as shall in the reasonable opinion of the Vendor or the Purchaser be necessary to fully effect the transactions contemplated in this Agreement, including (UKin the following order): (a) the Notary shall confirm to the parties that he has received the Consideration and that it is cancelledavailable to him; 4.2.2 cause a board meeting of ▇▇▇ Company to be held at which (inter aliab) the existing directors Vendor and the Purchaser shall confirm that the conditions precedent set out in Clause 4.1 have been either fulfilled or waived in accordance with the provisions of Clause 4.4 and parties will deliver to each other copies of all such documents executed pursuant to Clause 4 in fulfillment of those conditions precedent that have not been waived; (c) the Company Vendor shall deliver to the Purchaser:- (i) approve the registration of the Purchaser and or its nominee as members shareholders’ register of the Company in respect which the transfer of the Sale Shares subject is to the production of duly stamped instruments of transferbe recorded; (ii) revoke all existing mandates for a certificate in the operation of all Agreed Form to the bank accounts of the Company and issue new mandates giving authority to persons nominated by the Purchaser provided effect that the Purchaser shall give at least 3 Business Days' advance notice of this Vendor Warranties continue to be true and accurate in writing all material respects and not misleading in any material respect as per Completion except to the Vendorextent of those matters that are disclosed in the Disclosure Letter or any additional disclosures made in the Supplementary Disclosure Letter and that the Vendor has complied with its respective obligations under this Agreement; (iii) appoint such persons as the Purchaser may nominate to be validly appointed as additional directors of the Company and upon such appointment forthwith cause all the existing directors of the Company to retire from their respective offices and resign as employees each delivering to the Purchaser a letter under seal in agreed terms acknowledging that the person so retiring and resigning has no entitlement to claim compensation for wrongful dismissal or unfair dismissal or to payment for redundancy or in respect of any other moneys or benefits due to him from the Company arising out of or in connection with his employment and/or its terminationSupplementary Disclosure Letter, if any; (iv) [deleted]the written resignation of Messrs. ▇.▇. ▇▇▇▇▇▇▇ and A.S. Raaphorst, as per Completion, as managing director and employee from all Group Companies and their written confirmation that they have no claims from any cause of action against any of the Group Companies for the period up to an including the date of their resignation; (v) deliver to the Purchaser a counterpart Deed of Assignment of Debt duly executed by Hunt (UK) and Hunt (NL) together with a let▇▇▇ of acknowl▇▇▇▇ment to the Deed of Assignment of Debt signed by the Company. 4.3 Upon Completion the Purchaser shall :- 4.3.1 effect a telegraphic transfer to the Vendor of HK$2,102,800 being the aggregate amount of the Share Price and the first instalment of the Debt Price as set out in the Deed of Assignment of Debt; 4.3.2 deliver to the Vendor certified true copies of the board written resolutions of the Purchaser approving the acquisition general meeting of shareholders of the Sale Shares, respective Group Companies in the execution Agreed Form in which it is resolved to accept the resignations of this Agreement and the completion of this Agreement and the transactions contemplated thereby; and 4.3.3 deliver to the Vendor a duly executed counterpart Deed of Assignment of DebtMessrs. ▇. 4.4 As soon as practicable after Completion the Purchaser shall present the instruments of transfer together with the share certificates in respect of the Sale Shares to the Company for registration of the transfer▇. 4.5 All the transactions described in Clauses 4.2 and 4.3 above shall take place at the same time, so that in default of the performance of any such transactions by one party, the other party shall not be obliged to complete the sale and purchase aforesaid (without prejudice to any further legal remedies).

Completion. 4.1 Completion shall take place forthwith on execution and exchange of this Agreement at the offices of Maxwell Batley 27 Chancery Lane London WC2the Buyers’ Solicitors immediately following the signing of this Agreement. 4.2 Upon Completio▇ ▇▇▇ ▇▇▇▇▇▇ ▇h▇▇▇ :- ▇.▇.▇ ▇eliver The Seller shall deliver to the Purchaser duly Buyers: (a) a certified copy of the resolutions of the directors of the Seller authorising the entering into of this Agreement and any other transactions contemplated by it; (b) a copy of a legal opinion from counsel in the United States of America in the Agreed Form (as to capacity and registration); (c) completed and signed transfers of the Sale Shares by the registered holders thereof Shares, in favour of the Purchaser (Buyers or as it may direct) together with the respective bought/sold notes and original share certificates in relation to the Sale Shares together with a letter of confirmation that any existing trust between the Vendor and Hunt (UK) is cancelled; 4.2.2 cause a board meeting of ▇▇▇ Company to be held at which (inter alia) the existing directors of the Company shall :- (i) approve the registration of the Purchaser and or its nominee as members of the Company they direct in respect of the Sale Shares subject to the production being purchased by each of duly stamped instruments of transfer; (ii) revoke all existing mandates for the operation of all the bank accounts of the Company and issue new mandates giving authority to persons nominated by the Purchaser provided that the Purchaser shall give at least 3 Business Days' advance notice of this in writing to the Vendor; (iii) appoint such persons as the Purchaser may nominate to be validly appointed as additional directors of the Company and upon such appointment forthwith cause all the existing directors of the Company to retire from their respective offices and resign as employees each delivering to the Purchaser a letter under seal in agreed terms acknowledging that the person so retiring and resigning has no entitlement to claim compensation for wrongful dismissal or unfair dismissal or to payment for redundancy or in respect of any other moneys or benefits due to him from the Company arising out of or in connection with his employment and/or its termination; (iv) [deleted] (v) deliver to the Purchaser a counterpart Deed of Assignment of Debt duly executed by Hunt (UK) and Hunt (NL) together with a let▇▇▇ of acknowl▇▇▇▇ment to the Deed of Assignment of Debt signed by the Company. 4.3 Upon Completion the Purchaser shall :- 4.3.1 effect a telegraphic transfer to the Vendor of HK$2,102,800 being the aggregate amount of the Share Price and the first instalment of the Debt Price them as set out in the Deed Schedule (Number of Assignment of DebtShares being purchased by each Buyer ), together with the relevant share certificates; 4.3.2 deliver (d) written confirmation from the Seller that there are no outstanding guarantees given by a member of the Group in favour of the Seller or its Associates and that neither the Seller nor any of its Associates will be indebted to a member of the Group, save in relation to matters related to the Vendor certified true copies UK Legal Proceedings, and/or the US Legal Proceedings if applicable; (e) pre-registration powers of attorney in the Agreed Form executed by the Seller in favour of the board resolutions of Buyers; (f) the Purchaser approving Escrow Agreement in the acquisition of Agreed Form, executed by the Sale Shares, the execution of this Agreement and the completion of this Agreement and the transactions contemplated therebySeller; and 4.3.3 deliver (g) the Security Agreement in the Agreed Form, executed by the Seller. 4.3 Upon completion of the matters referred to in Clause 4.2, the Buyers shall pay by means of electronic funds transfer into the Seller’s Solicitors account and/or the Seller’s US Attorney’s account the aggregate amount of £308,000 or its US dollar equivalent, being the Purchase Price. A payment or series of payments made in accordance with this Clause 4 (Completion ) shall constitute a complete discharge of the Buyers’ obligations under Clause 3.1. Upon receipt of the Purchase Price (or any part of it) by the Seller’s Solicitors or the Seller’s US Attorney, the Seller shall procure that the Purchase Price is transferred to the Vendor a duly executed counterpart Deed of Assignment of DebtEscrow Account. 4.4 As soon as practicable after Completion the Purchaser shall present the instruments of transfer together with the share certificates in respect of the Sale Shares to the Company for registration of the transfer. 4.5 All the transactions described in Clauses 4.2 and 4.3 above shall take place at the same time, so that in default of the performance of any such transactions by one party, the other party shall not be obliged to complete the sale and purchase aforesaid (without prejudice to any further legal remedies).

Completion. 4.1 6.1 Completion shall take place forthwith on execution and exchange of this Agreement at the offices of Maxwell Batley 27 Chancery Lane London WC2the Buyer's Solicitors (or any other location agreed upon by the Seller and the Buyer) as soon as practicable following satisfaction or waiver pursuant to clause ‎4 of each of the Conditions and in any event within two Business Days of the satisfaction or waiver of the last remaining Condition. 4.2 Upon Completio▇ ▇▇▇ ▇▇▇▇▇▇ ▇h▇▇▇ :- ▇.▇.▇ ▇eliver 6.2 At Completion, the Seller shall deliver or cause to be delivered to the Purchaser duly completed and signed transfers Buyer the items listed in Part 2 of Schedule 2 (the Buyer receiving them, where appropriate, as agent for the Company). 6.3 Immediately following satisfaction of the Sale Shares by Seller's obligations pursuant to clause ‎6.2, the registered holders thereof Buyer shall: (a) procure the delivery to the Seller's Solicitors for the account of the Seller of an electronic transfer in favour of the Purchaser Seller's Solicitors for the amount of £20,000,000 (or being the Cash Consideration); and (b) procure the delivery to the Seller of the counterpart of the Tax Deed executed by the Buyer; (c) in relation to the Consideration Shares: (i) issue and allot such shares to the Seller fully paid; (ii) cause the name of the Seller to be entered into the register of members of the Buyer as it may directthe registered holder of such shares; and (iii) together with instruct its registrars to deliver to the respective bought/sold notes Seller’s Solicitors as soon as possible certificates for such shares; (d) procure the delivery to the Seller of the counterpart of the Telemarketing Agreement duly signed by the Buyer; and (e) procure the delivery to the Seller of the counterpart of the Facilities Transition Services Agreement duly signed by the Buyer; (f) procure the delivery to the Seller of the counterpart of the International Calls Termination Agreement duly signed by the Buyer; (g) provide to the Seller a copy of the Buyer’s application to AIM for Admission of the Consideration Shares; (h) procure the delivery to the Seller of a copy of the minutes of a meeting of the directors of the Buyer issuing and original allotting (subject only to Admission) the Consideration Shares to the Seller; (i) procure the delivery to the Seller of the counterpart of the Trade M▇▇▇ and Domain Name Assignment duly signed by the Buyer; and (j) procure the delivery to the Seller of the counterpart of the Systems Transition Agreement duly signed by the Buyer. 6.4 The Seller hereby confirms that the Seller's Solicitors are irrevocably authorised by the Seller to receive payment of the Consideration (including delivery of share certificates in relation to the Sale Shares together with a letter of confirmation that any existing trust between Consideration Shares) on the Vendor Seller's behalf and Hunt (UK) is cancelled; 4.2.2 cause a board meeting of ▇▇▇ Company to be held at which (inter alia) the existing directors receipt of the Company Seller's Solicitors shall be a sufficient discharge for the Buyer of its obligations under clause ‎3 and the Buyer shall not be concerned to see to the application thereof or be responsible for the loss or misapplication of such sum. 6.5 The Buyer undertakes with the Seller:- (ia) approve on the registration of the Purchaser and or its nominee as members of the Company in respect of the Sale Shares subject first Business Day following Completion, to the production of duly stamped instruments of transfer; (ii) revoke all existing mandates for the operation of all the bank accounts of the Company and issue new mandates giving authority to persons nominated by the Purchaser provided that the Purchaser shall give at least 3 Business Days' advance notice of this in writing to the Vendor; (iii) appoint such persons as the Purchaser may nominate to be validly appointed as additional directors of the Company and upon such appointment forthwith cause all the existing directors of the Company to retire from their respective offices and resign as employees each delivering to the Purchaser a letter under seal in agreed terms acknowledging that the person so retiring and resigning has no entitlement to claim compensation for wrongful dismissal or unfair dismissal or to payment for redundancy or in respect of any other moneys or benefits due to him from the Company arising out of or in connection with his employment and/or its termination; (iv) [deleted] (v) deliver to the Purchaser London Stock Exchange a counterpart Deed duly signed application for admission to AIM of Assignment the Consideration Shares; and (b) after Completion to use its reasonable endeavours to obtain Admission of Debt duly executed by Hunt (UK) and Hunt (NL) together with a let▇▇▇ the Consideration Shares as soon as practicable, but in no event following the date falling seven Business Days after Completion. If Admission of acknowl▇▇▇▇ment the Consideration Shares has not occurred on or before the date falling seven Business Days after Completion, the Buyer shall be required to satisfy in cash that part of the Consideration attributable to the Deed of Assignment of Debt signed Consideration Shares (being £4,000,000), such cash to be payable by the Company. 4.3 Upon Completion the Purchaser shall :- 4.3.1 effect a telegraphic electronic transfer to the Vendor of HK$2,102,800 being Seller's Solicitors for the aggregate amount account of the Share Price and Seller on or before the first instalment of ninth Business Day after Completion. In the Debt Price as set out in the Deed of Assignment of Debt; 4.3.2 deliver to the Vendor certified true copies of the board resolutions of the Purchaser approving the acquisition of the Sale Shares, the execution of this Agreement and the completion of this Agreement and the transactions contemplated thereby; and 4.3.3 deliver to the Vendor a duly executed counterpart Deed of Assignment of Debt. 4.4 As soon as practicable after Completion the Purchaser shall present the instruments of transfer together with the share certificates in respect of the Sale Shares to the Company for registration of the transfer. 4.5 All the transactions described in Clauses 4.2 and 4.3 above shall take place at the same time, so that in default of the performance event of any such transactions by one partycash payment being made in accordance with this clause, the other party Seller shall not irrevocably cease to be obliged entitled to complete the sale and purchase aforesaid (without prejudice to any further legal remedies)Consideration Shares.

Completion. 4.1 5.1 The sale and purchase of the Sale Shares shall be completed on or before the expiry of thirty (30) days from the date the last of the approvals or conditions stated in Clause 4 have been obtained or fulfilled ("Completion Date") in the manner hereinafter set forth:- 5.1.1 the Vendors shall deliver or procure the delivery to NHancement of the following:- (a) a copy of the resolution of the Board of Directors of the Company (duly certified by a Director or the Company Secretary of the Company) approving the transfer of the Sale Shares from the Vendors to NHancement or its nominee(s) together with signed copies of the waiver(s) of pre-emption rights of any person whomsoever to the Sale Shares or any part thereof if such waiver(s) are required under the Articles of Association of the Company to enable NHancement or its nominee(s) to be registered as the transferee(s) of the Sale Shares; (b) the relevant share certificates relating to the Sale Shares and the duly executed valid and registrable transfers in respect thereof in favour of NHancement or its nominee(s); (c) a copy of the resolutions of the Board of Directors of the Company (duly certified by a Director or the Secretary of the Company) approving the appointment of four (4) nominees of NHancement as directors of the Company; (d) letters of resignation of all directors of the Company other than the directors nominated by NHancement to take place forthwith on execution effect immediately and exchange without any compensation for loss of this Agreement at office; (e) letters of resignation of the offices of Maxwell Batley 27 Chancery Lane London WC2.Auditors and the Company Secretary; 8 7 4.2 Upon Completio▇ (f) the common seal and all assets and documents belonging to the Company; (g) employment agreements between the persons whose names appear below and the Company in a form acceptable to NHancement whereby the said persons agree to be employed by the Company in the designation which appears against their respective names for not less than two (2) years after the Completion Date :- Name Designation ---- ----------- Goh ▇▇▇ ▇▇▇▇▇ Managing Director Ng K▇▇ ▇h▇▇ Technical Manager Man ▇▇▇▇ :- ▇.▇.▇ ▇eliver to the Purchaser duly completed and signed transfers of the Sale Shares by the registered holders thereof in favour of the Purchaser (or as it may direct) together with the respective bought/sold notes and original share certificates in relation to the Sale Shares together with a letter of confirmation that any existing trust between the Vendor and Hunt (UK) is cancelled; 4.2.2 cause a board meeting of ▇▇▇ Company Technical Manager Ahil▇▇ ▇▇▇▇▇▇▇▇▇ Divisional Manager, Sales; s/o S. O. Thevar (h) a market stand-off agreement signed by each Vendor substantially in a form acceptable to be held at which (inter alia) the existing directors of the Company shall :-NHancement; (i) approve a Closing Certificate signed by each Vendor whereby the registration of Vendors confirm that the Purchaser representations, warranties and or its nominee covenants provided by them under this Agreement remain true and accurate as members at the Completion Date; (j) a Closing Certificate signed by the managing Director of the Company in respect of the Sale Shares subject to the production of duly stamped instruments of transfer; (ii) revoke all existing mandates for the operation of all the bank accounts of the Company and issue new mandates giving authority to persons nominated by the Purchaser provided confirming that the Purchaser shall give at least 3 Business Days' advance notice of this in writing to the Vendor; (iii) appoint such persons as the Purchaser may nominate to be validly appointed as additional directors of the Company representations and upon such appointment forthwith cause all the existing directors of the Company to retire from their respective offices and resign as employees each delivering to the Purchaser a letter under seal in agreed terms acknowledging that the person so retiring and resigning has no entitlement to claim compensation for wrongful dismissal or unfair dismissal or to payment for redundancy or in respect of any other moneys or benefits due to him from the Company arising out of or in connection with his employment and/or its termination; (iv) [deleted] (v) deliver to the Purchaser a counterpart Deed of Assignment of Debt duly executed by Hunt (UK) and Hunt (NL) together with a let▇▇▇ of acknowl▇▇▇▇ment to the Deed of Assignment of Debt signed by the Company. 4.3 Upon Completion the Purchaser shall :- 4.3.1 effect a telegraphic transfer to the Vendor of HK$2,102,800 being the aggregate amount of the Share Price and the first instalment of the Debt Price as warranties set out in the Deed of Assignment of Debt; 4.3.2 deliver Clauses 6.2.2 to the Vendor certified 6.1.28 hereof remain true copies of the board resolutions of the Purchaser approving the acquisition of the Sale Sharesand accurate, the execution of this Agreement and the completion of this Agreement and the transactions contemplated thereby; and 4.3.3 deliver to the Vendor a duly executed counterpart Deed of Assignment of Debt. 4.4 As soon as practicable after Completion the Purchaser shall present the instruments of transfer together with the share certificates in respect of the Sale Shares to the Company for registration of the transfer. 4.5 All the transactions described undertakings set out in Clauses 4.2 and 4.3 above shall take place at the same time, so that in default of the performance of any such transactions by one party, the other party shall not be obliged 7.1.1 to complete the sale and purchase aforesaid (without prejudice to any further legal remedies)7.

Completion. 4.1 9.1 Completion shall take place forthwith on execution and exchange of this Agreement at the offices of Maxwell Batley 27 Chancery Lane London WC2. 4.2 Upon Completio▇ Wikborg Rein Advokatfirma AS. at Dronning ▇▇▇▇▇ ▇▇▇▇ ▇▇, ▇▇▇▇, ▇▇▇▇▇▇ ▇h▇▇▇ :-within ten Business Days after the Completion Conditions are satisfied. ▇.▇.▇ ▇eliver 9.2 At Completion in order to effect the NewCo Assets Transfer, the Seller shall immediately (and shall provide documentation to the Purchaser duly completed and signed transfers Buyer evidencing that such steps have been taken to the satisfaction of the Sale Shares by Buyer): (a) take the registered holders thereof steps set out in favour of the Purchaser (or as it may direct) together with the respective bought/sold notes and original share certificates NewCo Transfer Implementation Plan required in relation to NewCo Assets Transfer; and (b) procure that NewCo, as consideration for the Sale NewCo Assets Transfer, issue a promissory note as set out in Appendix 3 hereto to the Seller in a principal amount of USD25,000,000 (the “NewCo Promissory Note”). 9.3 At Completion, provided that the Buyer has exercised the Share Purchase Option and as soon as practically possible following the NewCo Assets Transfer having occurred in accordance with clause 9.2, in order to effect the Shares together with a letter Transfer, the Seller shall: (a) deliver to the Buyer evidence of confirmation that any existing trust between the Vendor authority of the individual executing the documents to be executed and Hunt (UK) is cancelleddelivered for and on behalf of the Seller at Completion; 4.2.2 cause (b) deliver to the Buyer a copy of duly signed minutes from a board meeting of ▇▇▇ Company to be held at which (inter alia) the existing directors of the Company shall in NewCo approving:- (i) approve the registration of the Purchaser transfer of the Shares to the Buyer; and (ii) acceptance of the resignations referred to in clause 9.3 (g) and the appointment of such persons nominated by the Buyer as directors of the NewCo with effect from Completion. (c) deliver to the Buyer a stock transfer form for the Shares executed by the Seller; (d) deliver to the Buyer the share certificate for the Shares or its nominee an indemnity, in agreed form, for any lost certificates; (e) procure that the Shares are transferred to the Buyer, free and clear of any Encumbrances; (f) deliver to the Buyer a copy of the NewCo’s shareholder register showing that the Buyer has been registered as the owner of the Shares, free and clear of any Encumbrances; and (g) letters of resignation from each of the board members of NewCo confirming that they resign from their respective offices with effect from Completion, and that they waive any right to any fees and other claims that they may have against NewCo in their capacity as members of the Company in respect of the Sale Shares subject to the production of duly stamped instruments of transfer; (ii) revoke all existing mandates for the operation of all the bank accounts of the Company and issue new mandates giving authority to persons nominated by the Purchaser provided that the Purchaser shall give board at least 3 Business Days' advance notice of this in writing to the Vendor; (iii) appoint such persons as the Purchaser may nominate to be validly appointed as additional directors of the Company and upon such appointment forthwith cause all the existing directors of the Company to retire from their respective offices and resign as employees each delivering to the Purchaser a letter under seal in agreed terms acknowledging that the person so retiring and resigning has no entitlement to claim compensation for wrongful dismissal or unfair dismissal or to payment for redundancy or in respect of any other moneys or benefits due to him from the Company arising out of or in connection with his employment and/or its termination; (iv) [deleted] (v) deliver to the Purchaser a counterpart Deed of Assignment of Debt duly executed by Hunt (UK) and Hunt (NL) together with a let▇▇▇ of acknowl▇▇▇▇ment to the Deed of Assignment of Debt signed by the Companytime. 4.3 Upon Completion the Purchaser shall :- 4.3.1 effect a telegraphic transfer to the Vendor of HK$2,102,800 being the aggregate amount of the Share Price and the first instalment of the Debt Price as set out in the Deed of Assignment of Debt; 4.3.2 deliver to the Vendor certified true copies of the board resolutions of the Purchaser approving the acquisition of the Sale Shares, the execution of this Agreement and the completion of this Agreement and the transactions contemplated thereby; and 4.3.3 deliver to the Vendor a duly executed counterpart Deed of Assignment of Debt. 4.4 As soon as practicable after Completion the Purchaser shall present the instruments of transfer together with the share certificates in respect of the Sale Shares to the Company for registration of the transfer. 4.5 All the transactions described in Clauses 4.2 and 4.3 above shall take place at the same time, so that in default of the performance of any such transactions by one party, the other party shall not be obliged to complete the sale and purchase aforesaid (without prejudice to any further legal remedies).

Completion. 4.1 4A.1 Subject to the satisfaction of the Conditions, Completion shall take place forthwith on execution the Completion Date at such place as may be agreed between the Parties when all the acts and exchange of this Agreement at the offices of Maxwell Batley 27 Chancery Lane London WC2requirements set out in Clauses 4A.2 to 4A.4 shall be complied with. 4.2 Upon Completio▇ ▇▇▇ ▇▇▇▇▇▇ ▇h▇▇▇ :- ▇.▇.▇ ▇eliver 4A.2 The Vendor shall deliver to the Purchaser duly completed all the following: (1) standard transfer forms and signed transfers of the Sale Shares by the registered holders thereof in favour of the Purchaser (or as it may direct) together with the respective bought/sold notes and original share certificates in relation to the Sale Shares together with a letter of confirmation that any existing trust between the Vendor and Hunt (UK) is cancelled; 4.2.2 cause a board meeting of ▇▇▇ Company to be held at which (inter alia) the existing directors of the Company shall :- (i) approve the registration of the Purchaser and or its nominee as members of the Company in respect of the Sale Shares subject to duly executed by the production Vendor in favour of duly stamped instruments the Purchaser accompanied by the relevant original share certificates in the name of transferthe Vendor (unless the share certificates issued in the name of the Vendor have been deposited with the Purchaser before Completion under Clause 4A.7); (ii2) revoke copy, certified as true and complete by a director of the Vendor, of resolutions of its board of directors approving this Agreement and authorising a person or persons to execute the same and all existing mandates other documents relating or incidental thereto (under seal, where appropriate) for and on its behalf; (3) a banker’s draft drawn in favour of The Government of the Hong Kong Special Administrative Region for the operation of all the bank accounts of the Company and issue new mandates giving authority to persons nominated by the Purchaser provided that the Purchaser shall give at least 3 Business Days' advance notice of this in writing sum equivalent to the Vendor;’s share of stamp duty for the Sale Shares; and (iii4) appoint such persons as a copy, certified true and complete by a director of the Purchaser may nominate to be validly appointed as additional AMTD Buyer, of resolutions of the board of directors of the Company AMTD Buyer approving this Agreement and upon such appointment forthwith cause all other transactions contemplated under this Agreement and authorising a person or persons to execute the existing directors same and all other documents relating or incidental thereto (under seal where appropriate) for and on behalf of the Company to retire from their respective offices and resign as employees each delivering to the AMTD Buyer. 4A.3 The Purchaser a letter under seal in agreed terms acknowledging that the person so retiring and resigning has no entitlement to claim compensation for wrongful dismissal or unfair dismissal or to payment for redundancy or in respect of any other moneys or benefits due to him from the Company arising out of or in connection with his employment and/or its termination; (iv) [deleted] (v) shall deliver to the Purchaser a counterpart Deed of Assignment of Debt duly executed by Hunt Vendor: (UK1) standard transfer form and Hunt (NL) together with a let▇▇▇ of acknowl▇▇▇▇ment to the Deed of Assignment of Debt signed by the Company. 4.3 Upon Completion the Purchaser shall :- 4.3.1 effect a telegraphic transfer to the Vendor of HK$2,102,800 being the aggregate amount of the Share Price and the first instalment of the Debt Price as set out in the Deed of Assignment of Debt; 4.3.2 deliver to the Vendor certified true copies of the board resolutions of the Purchaser approving the acquisition of the Sale Shares, the execution of this Agreement and the completion of this Agreement and the transactions contemplated thereby; and 4.3.3 deliver to the Vendor a duly executed counterpart Deed of Assignment of Debt. 4.4 As soon as practicable after Completion the Purchaser shall present the instruments of transfer together with the share certificates bought notes in respect of the Sale Shares duly executed by the Purchaser; (2) a banker’s draft drawn in favour of The Government of the Hong Kong Special Administrative Region for the sums equivalent to the Company Purchaser’s share of stamp duty for the Sale Shares; (3) a copy, certified true and complete by a director of the Purchaser, of resolutions of the board of directors of the Purchaser approving this Agreement and all other transactions contemplated under this Agreement and authorising a person or persons to execute the same and all other documents relating or incidental thereto (under seal where appropriate) for and on behalf of the Purchaser; and (4) a copy, certified true and complete by a director of the AMTD Seller, of resolutions of the board of directors of the AMTD Seller approving this Agreement and all other transactions contemplated under this Agreement and authorising a person or persons to execute the same and all other documents relating or incidental thereto (under seal where appropriate) for and on behalf of the AMTD Seller. 4A.4 The AMTD Seller shall deliver to the AMTD Buyer all the AMTD Shares in settlement of the Consideration in accordance with Clause 3. 4A.5 The Vendor and the Purchaser shall jointly procure the due stamping of the transfer form and bought and sold notes duly executed by the Purchaser and the Vendor within the time limit as prescribed by the Stamp Duty Ordinance (Cap. 117 of the Laws of Hong Kong) and registration of the transfersame with the branch share registrar of the Company in Hong Kong. The Vendor and the Purchaser hereby jointly instruct and authorize the Purchaser’s legal advisers to attend the stamping of the said transfer form and bought and sold notes. 4.5 All 4A.6 In the transactions described in Clauses 4.2 and 4.3 above shall take place at event that the same time, so that in default of the performance of any such transactions by one partyVendor, the other party Purchaser or the AMTD Seller shall not without reasonable ground fail to do anything required to be obliged to complete done by it under Clause 4A.2 (for the sale and purchase aforesaid Vendor), Clause 4A.3 (for the Purchaser) or Clause 4A.4 (for the AMTD Seller), without prejudice to any further legal remediesother right or remedy available to the non-defaulting parties, the non-defaulting party may: (1) defer Completion to a day not more than 14 days after the date fixed for Completion (and so that the provision of this paragraph (1) shall apply to Completion as so deferred); or (2) proceed to Completion so far as practicable but without prejudice to the non-defaulting party’s right to the extent that the defaulting party shall not have complied with its obligations hereunder. 4A.7 The Parties acknowledge that the Vendor’s application for new replacement certificates for the Sale Shares (Existing) is in process and the new original certificates or documents of title in respect of the Sale Shares in name of the Vendor from the branch registrar of the Company will be issued before Completion. The Vendor has agreed to grant authorisations to any of the Purchaser’s representatives or advisers as it may designate to act as authorised agents on behalf the Vendor to collect from (and, in the case of an issue by way of exchange/conversion, surrender to) and give valid receipts to the branch registrar of the Company any and all new original certificates, and other documents of title if applicable, issued in respect of any and all of: (1) the Sale Shares (Existing); (2) the Sale Shares (New) issued in exchange for or in respect of the Sale Shares (Existing); and (3) the Bonus Securities I and Bonus Securities II (if any) distributed to or received by the Vendor, or to which the Vendor is entitled, in respect of any of the Sale Shares (Existing) and/or Sale Shares (New) from the date of this Agreement to the Completion, and, upon collection, deposit the same with the Purchaser’s lawyers in escrow pending Completion.

Completion. 4.1 Completion shall take place forthwith on execution and exchange of this Agreement 28 February 1997 at the offices of Maxwell Batley 27 Chancery Lane London WC2.the Purchaser's Solicitors or such other offices as the parties may subsequently agree when:- 4.2 Upon Completio▇ ▇▇▇ ▇▇▇▇▇▇ ▇h▇▇▇ :- ▇.▇.▇ ▇eliver 4.1.1 the Vendors shall deliver or cause to be delivered to the Purchaser Purchaser:- (a) duly completed and signed transfers of the Sale Shares by the registered holders thereof in favour of the Purchaser (or as it may direct) executed Transfers together with the respective bought/sold notes and original relative share certificates in relation to respect of the Sale Shares together with a letter of confirmation that any existing trust between the Vendor and Hunt (UK) is cancelledShares; 4.2.2 cause a board meeting of ▇▇▇ Company to be held at which (inter aliab) the existing directors certificate of incorporation, all certificates on change of name, the seal and statutory books of the Company shall :-made up to the date of Completion; (ic) approve the registration Leases to the Property; (d) if the Purchaser so requires an effective waiver by each of the Purchaser and or its nominee as members of the Company in respect of any rights which he may have under the Articles of Association of the Sale Company to have the Shares subject or any of them offered to him for purchase and any other documents necessary to substantiate the production right of duly stamped instruments the transferors of transferthe Shares pursuant to this Agreement to transfer the same; (iie) revoke all existing mandates for written confirmation pursuant to Clause 3.1; (f) written resignation letters executed under seal by such of the operation of all the bank accounts directors and secretaries of the Company and issue new mandates giving authority to persons nominated by as the Purchaser provided may nominate, each such letter incorporating an acknowledgement that the Purchaser party resigning has no claims (whether for compensation for loss of office or termination of employment, unpaid remuneration or otherwise howsoever) against the Company; and 4.1.2 the Vendors shall give procure that the Directors shall hold a meeting of the Board of the Company at least 3 Business Days' advance notice of this in writing to the Vendor;which (iiia) the Directors shall appoint such persons as the Purchaser may nominate to be validly appointed as additional directors of the Company and upon procure the resignation without compensation of any nature whatsoever of such appointment forthwith cause all of the existing directors Directors and Secretary of the Company to retire from their respective offices and resign as employees each delivering to the Purchaser a letter under seal in agreed terms acknowledging that the person so retiring and resigning has no entitlement to claim compensation for wrongful dismissal or unfair dismissal or to payment for redundancy or in respect of any other moneys or benefits due to him from the Company arising out of or in connection with his employment and/or its terminationmay nominate; (ivb) [deleted]the Directors shall vote in favour of the registration of the Purchaser or its nominees as members of the Company subject to the production of duly stamped and completed Transfers; (vc) deliver Messrs Price Waterhouse shall be appointed Auditors; 4.1.3 the Vendors shall procure the convening of an extraordinary general meeting of the Company and the passing of a special resolution to adopt new articles of association in the approved terms; 4.1.4 Subject to the Purchaser a counterpart Deed of Assignment of Debt duly executed by Hunt (UK) and Hunt (NL) together with a let▇▇▇ of acknowl▇▇▇▇ment to the Deed of Assignment of Debt signed performance by the Company. 4.3 Upon Completion Vendors of their obligations in accordance with the foregoing provisions of this Clause 4, the Purchaser shall :- 4.3.1 effect a telegraphic transfer allot to the Vendor of HK$2,102,800 being the aggregate amount each of the Share Price and Vendors the first instalment number of the Debt Price as set out in the Deed of Assignment of Debt; 4.3.2 deliver to the Vendor certified true copies of the board resolutions Consideration Shares of the Purchaser approving to which he is entitled hereunder and deliver the acquisition relative documents of title; 4.2 If in any respect the Sale Sharesprovisions of sub-clauses 4.1.1, 4.1.2, 4.1.3 and 4.1.4 are not complied with on the execution date for Completion set by clause 4.1 the Purchaser and the Vendors as appropriate may:- 4.2.1 defer Completion to a date not more than 10 days after the date set out above (and so that the provisions of this Agreement and the completion of this Agreement and the transactions contemplated therebysub-clause shall apply to Completion as so deferred); andor 4.3.3 deliver 4.2.2 proceed to the Vendor a duly executed counterpart Deed of Assignment of Debt. 4.4 As soon Completion so far as practicable after Completion the Purchaser shall present the instruments of transfer together with the share certificates in respect of the Sale Shares to the Company for registration of the transfer. 4.5 All the transactions described in Clauses 4.2 and 4.3 above shall take place at the same time, so that in default of the performance of any such transactions by one party, the other party shall not be obliged to complete the sale and purchase aforesaid (without prejudice to any further legal remediesits rights hereunder).; or

Completion. 4.1 Completion shall take place forthwith on execution and exchange of this Agreement the Completion Date at the offices of Maxwell Batley 27 Chancery Lane London WC2the Purchaser's Solicitors. 4.2 Upon Completio▇ ▇▇▇ ▇▇▇▇▇▇ ▇h▇▇▇ :- ▇.▇.▇ ▇eliver Vendor's Obligations On Completion the Vendors shall: (A) deliver to the Purchaser Purchaser: (1) duly completed and signed executed transfers of the Sale Shares by the registered holders thereof in favour of the Purchaser (or as it may direct) its nominees together with the respective boughtrelative share certificates; (2) such waivers or consents as the Purchaser may require to enable the Purchaser or its nominees to be registered as holders of the Sale Shares; and (3) powers of attorney in an agreed form; (B) procure that the Directors (other than the Continuing Directors) and the secretary or secretaries of the Company and the Subsidiaries retire from all their offices and employments with the Company and the Subsidiaries, each delivering to the Purchaser a deed (in the agreed terms) made out in favour of the Company and/or the Subsidiaries acknowledging that he has no claim outstanding for compensation or otherwise and without any payment under the Employment Rights A▇▇ ▇▇▇▇; (C) procure the resignation of the auditors of the Company and the Subsidiaries in accordance with s 293 of the Companies A▇▇ ▇▇▇▇, accompanied by a written statement pursuant to s 394 of that Act that there are no circumstances connected with their resignation which should be brought to the notice of the members or creditors of each such company and that no fees are due to them and deliver such resignation and statement to the Purchaser; (D) deliver to the Purchaser as agent for the Company and the Subsidiaries: (1) all the statutory and other books (duly written up to date) of the Company and each of the Subsidiaries and its/sold notes their certificate(s) of incorporation, any certificates of incorporation on change of name and original share common seal(s); (2) certificates in relation respect of all issued shares in the capital of each of the Subsidiaries and transfers of all shares in any Subsidiary not held by the Company in favour of such persons as the Purchaser shall direct; (3) the title deeds to the Sale Shares together with a letter of confirmation that any existing trust Properties (4) (or procure the delivery of) service agreements, in the agreed terms, between [ ] and the Vendor and Hunt Company, [each] executed by [ ]; (UKE) is cancelled; 4.2.2 cause procure a board meeting of ▇▇▇ the Company and of each of the Subsidiaries to be held at which there shall be: (inter alia1) passed a resolution to register, in the existing directors case of the Company shall :- (i) approve Company, the registration of the Purchaser and or its nominee as members of the Company in respect transfers of the Sale Shares subject to and, in the production of duly stamped instruments of transfer; (ii) revoke all existing mandates for the operation of all the bank accounts case of the Company Subsidiaries, the share transfers referred to in Sub-Clause (D)(2) and issue new mandates giving authority (subject only to persons nominated by due stamping) to register, in the Purchaser provided that register of members, each transferee as the Purchaser shall give at least 3 Business Days' advance notice holder of this in writing to the Vendor; shares concerned; (iii2) appoint appointed as directors and/or secretary such persons as the Purchaser may nominate (3) tendered and accepted the resignations and acknowledgements of the directors and secretary referred to in Sub-Clause (B) each such acceptance to take effect at the close of the meeting; (4) revoked all existing authorities to banks and new authorities shall be validly appointed given to such banks and on such terms as additional directors the Purchaser may direct; (5) changed the situation of the registered office and (subject to the Companies Acts) the accounting reference date, each as the Purchaser may direct; and (6) tendered and accepted the resignation of the auditors and appointing [ ] as new auditors of each of the Company and upon such appointment forthwith cause all the existing directors of the Company to retire from their respective offices and resign as employees each delivering to the Purchaser a letter under seal in agreed terms acknowledging that the person so retiring and resigning has no entitlement to claim compensation for wrongful dismissal or unfair dismissal or to payment for redundancy or in respect of any other moneys or benefits due to him from the Company arising out of or in connection with his employment and/or its termination; (iv) [deleted] (v) deliver to the Purchaser a counterpart Deed of Assignment of Debt duly executed by Hunt (UK) and Hunt (NL) together with a let▇▇▇ of acknowl▇▇▇▇ment to the Deed of Assignment of Debt signed by the Company. 4.3 Upon Completion the Purchaser shall :- 4.3.1 effect a telegraphic transfer to the Vendor of HK$2,102,800 being the aggregate amount of the Share Price and the first instalment of the Debt Price as set out in the Deed of Assignment of Debt; 4.3.2 deliver to the Vendor certified true copies of the board resolutions of the Purchaser approving the acquisition of the Sale Shares, the execution of this Agreement and the completion of this Agreement and the transactions contemplated therebySubsidiaries; and 4.3.3 deliver to the Vendor a duly executed counterpart Deed of Assignment of Debt. 4.4 As soon as practicable after Completion the Purchaser shall present the instruments of transfer together with the share certificates in respect of the Sale Shares to the Company for registration of the transfer. 4.5 All the transactions described in Clauses 4.2 and 4.3 above shall take place at the same time, so that in default of the performance of any such transactions by one party, the other party shall not be obliged to complete the sale and purchase aforesaid (without prejudice to any further legal remedies).

Completion. 4.1 4A.1 Subject to the satisfaction of the Conditions, Completion shall take place forthwith on execution the Completion Date at such place as may be agreed between the Parties when all the acts and exchange of this Agreement at the offices of Maxwell Batley 27 Chancery Lane London WC2requirements set out in Clauses 4A.2 to 4A.4 shall be complied with. 4.2 Upon Completio▇ ▇▇▇ ▇▇▇▇▇▇ ▇h▇▇▇ :- ▇.▇.▇ ▇eliver 4A.2 The Vendor shall deliver to the Purchaser duly completed all the following: (1) standard transfer forms and signed transfers of the Sale Shares by the registered holders thereof in favour of the Purchaser (or as it may direct) together with the respective bought/sold notes and original share certificates in relation to the Sale Shares together with a letter of confirmation that any existing trust between the Vendor and Hunt (UK) is cancelled; 4.2.2 cause a board meeting of ▇▇▇ Company to be held at which (inter alia) the existing directors of the Company shall :- (i) approve the registration of the Purchaser and or its nominee as members of the Company in respect of the Sale Shares subject to duly executed by the production Vendor in favour of duly stamped instruments the Purchaser accompanied by the relevant original share certificates in the name of transferthe Vendor (unless the share certificates issued in the name of the Vendor have been deposited with the Purchaser before Completion under Clause 4A.7); (ii2) revoke copy, certified as true and complete by a director of the Vendor, of resolutions of its board of directors approving this Agreement and authorising a person or persons to execute the same and all existing mandates other documents relating or incidental thereto (under seal, where appropriate) for and on its behalf; (3) a banker’s draft drawn in favour of The Government of the Hong Kong Special Administrative Region for the operation of all the bank accounts of the Company and issue new mandates giving authority to persons nominated by the Purchaser provided that the Purchaser shall give at least 3 Business Days' advance notice of this in writing sum equivalent to the Vendor;’s share of stamp duty for the Sale Shares; and (iii4) appoint such persons as a copy, certified true and complete by a director of the Purchaser may nominate to be validly appointed as additional AMTD Buyer, of resolutions of the board of directors of the Company AMTD Buyer approving this Agreement and upon such appointment forthwith cause all other transactions contemplated under this Agreement and authorising a person or persons to execute the existing directors same and all other documents relating or incidental thereto (under seal where appropriate) for and on behalf of the Company to retire from their respective offices and resign as employees each delivering to the AMTD Buyer. 4A.3 The Purchaser a letter under seal in agreed terms acknowledging that the person so retiring and resigning has no entitlement to claim compensation for wrongful dismissal or unfair dismissal or to payment for redundancy or in respect of any other moneys or benefits due to him from the Company arising out of or in connection with his employment and/or its termination; (iv) [deleted] (v) shall deliver to the Purchaser a counterpart Deed of Assignment of Debt duly executed by Hunt Vendor: (UK1) standard transfer form and Hunt (NL) together with a let▇▇▇ of acknowl▇▇▇▇ment to the Deed of Assignment of Debt signed by the Company. 4.3 Upon Completion the Purchaser shall :- 4.3.1 effect a telegraphic transfer to the Vendor of HK$2,102,800 being the aggregate amount of the Share Price and the first instalment of the Debt Price as set out in the Deed of Assignment of Debt; 4.3.2 deliver to the Vendor certified true copies of the board resolutions of the Purchaser approving the acquisition of the Sale Shares, the execution of this Agreement and the completion of this Agreement and the transactions contemplated thereby; and 4.3.3 deliver to the Vendor a duly executed counterpart Deed of Assignment of Debt. 4.4 As soon as practicable after Completion the Purchaser shall present the instruments of transfer together with the share certificates bought notes in respect of the Sale Shares duly executed by the Purchaser; (2) a banker’s draft drawn in favour of The Government of the Hong Kong Special Administrative Region for the sums equivalent to the Company Purchaser’s share of stamp duty for the Sale Shares; (3) a copy, certified true and complete by a director of the Purchaser, of resolutions of the board of directors of the Purchaser approving this Agreement and all other transactions contemplated under this Agreement and authorising a person or persons to execute the same and all other documents relating or incidental thereto (under seal where appropriate) for and on behalf of the Purchaser; and (4) a copy, certified true and complete by a director of the AMTD Seller, of resolutions of the board of directors of the AMTD Seller approving this Agreement and all other transactions contemplated under this Agreement and authorising a person or persons to execute the same and all other documents relating or incidental thereto (under seal where appropriate) for and on behalf of the AMTD Seller. 4A.4 The AMTD Seller shall deliver to the AMTD Buyer all the AMTD Shares in settlement of the Consideration in accordance with Clause 3. 4A.5 The Vendor and the Purchaser shall jointly procure the due stamping of the transfer form and bought and sold notes duly executed by the Purchaser and the Vendor within the time limit as prescribed by the Stamp Duty Ordinance (Cap. 117 of the Laws of Hong Kong) and registration of the transfersame with the branch share registrar of the Company in Hong Kong. The Vendor and the Purchaser hereby jointly instruct and authorize the Purchaser’s legal advisers to attend the stamping of the said transfer form and bought and sold notes. 4.5 All 4A.6 In the transactions described in Clauses 4.2 and 4.3 above shall take place at event that the same time, so that in default of the performance of any such transactions by one partyVendor, the other party Purchaser or the AMTD Seller shall not without reasonable ground fail to do anything required to be obliged to complete done by it under Clause 4A.2 (for the sale and purchase aforesaid Vendor), Clause 4A.3 (for the Purchaser) or Clause 4A.4 (for the AMTD Seller), without prejudice to any further legal remediesother right or remedy available to the non-defaulting parties, the non-defaulting party may: (1) defer Completion to a day not more than 14 days after the date fixed for Completion (and so that the provision of this paragraph (1) shall apply to Completion as so deferred); or (2) proceed to Completion so far as practicable but without prejudice to the non- defaulting party’s right to the extent that the defaulting party shall not have complied with its obligations hereunder. 4A.7 The Parties acknowledge that the Vendor’s application for new replacement certificates for the Sale Shares (Existing) is in process and the new original certificates or documents of title in respect of the Sale Shares in name of the Vendor from the branch registrar of the Company will be issued before Completion. The Vendor has agreed to grant authorisations to any of the Purchaser's representatives or advisers as it may designate to act as authorised agents on behalf the Vendor to collect from (and, in the case of an issue by way of exchange/conversion, surrender to) and give valid receipts to the branch registrar of the Company any and all new original certificates, and other documents of title if applicable, issued in respect of any and all of: (1) the Sale Shares (Existing); (2) the Sale Shares (New) issued in exchange for or in respect of the Sale Shares (Existing); and (3) the Bonus Securities I and Bonus Securities II (if any) distributed to or received by the Vendor, or to which the Vendor is entitled, in respect of any of the Sale Shares (Existing) and/or Sale Shares (New) from the date of this Agreement to the Completion, and, upon collection, deposit the same with the Purchaser’s lawyers in escrow pending Completion.

Completion. 4.1 Subject to the fulfilment or a waiver of the conditions set out in Clause 3.1, Completion shall take place forthwith on execution and exchange of this Agreement the Completion Date at the offices of Maxwell Batley 27 Chancery Lane London WC2. 4.2 Upon Completio▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ at 35th Floor, ▇▇▇▇▇▇ Kong Center, ▇ ▇▇▇▇▇'▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇h▇, ▇▇▇▇ :- ▇.▇.▇▇ ▇eliver when all (but not part only) of the following businesses shall be transacted:- the Seller shall:- deliver to the Purchaser a duly completed executed instrument of transfer and signed transfers the share certificate(s) relating to the Purchased Shares; deliver to the Purchaser certified true copies of the Sale minutes of a meeting of the board of directors of the Seller approving this Agreement and all matters contemplated hereunder and evidencing the authority of the person(s) executing this Agreement and of N Ltd approving the transfer of the Purchased Shares and appointing the new director as the Purchaser may nominate pursuant to Clause 4.1(A)(3); and cause one person as the Purchaser may nominate as director of N Ltd with effect from Completion. the Purchaser shall:- allot and issue to the Seller the Consideration Shares; deliver to the Seller definitive share certificate(s) in respect of the Consideration Shares in board lots issued in the name of the Seller, or HKSCC Nominees Limited if so designated by the registered holders thereof Sellers; and deliver to the Seller a certified true copy of the minutes of a meeting of the board of directors of the Purchaser approving this Agreement and all matters contemplated hereunder and evidencing the authority of the person(s) executing this Agreement. The Purchaser shall: cause the three persons as the Seller may nominate and the one person as QPL may nominate in favour addition to the two existing executive directors of the Purchaser to be validly appointed as executive directors of the Purchaser with effect from the Completion Date; cause such existing non-executive directors of the Purchaser (or as it may direct) together with the respective bought/sold notes and original share certificates in relation to the Sale Shares together with a letter of confirmation that any existing trust between the Vendor and Hunt (UK) is cancelled; 4.2.2 cause a board meeting of save for Mr Ku ▇▇▇▇ Company ▇▇▇) to be held at which (inter aliaresign with effect from Completion Date in each case, each delivering to the Seller under seal confirmations that he/she has no claim against the relevant member(s) the existing directors of the Company shall :- (i) approve the registration of the Purchaser and HFG Group for compensation or its nominee as members of the Company otherwise, in respect of the Sale Shares subject a form reasonably acceptable to the production of duly stamped instruments of transfer; (ii) revoke all existing mandates for the operation of all the bank accounts of the Company and issue new mandates giving authority to persons nominated by the Purchaser provided that the Purchaser shall give at least 3 Business Days' advance notice of this in writing to the Vendor; (iii) appoint Seller; cause two such persons as the Purchaser Seller may nominate to be validly appointed as additional independent non-executive directors of the Company Purchaser (in addition to the three persons nominated by the Seller under Clause 4.2(A)) and upon cause such appointment forthwith cause all persons to be appointed to the existing directors audit committee of the Company to retire from their respective offices and resign as employees each delivering to the Purchaser a letter under seal in agreed terms acknowledging that the person so retiring and resigning has no entitlement to claim compensation for wrongful dismissal or unfair dismissal or to payment for redundancy or in respect of any other moneys or benefits due to him from the Company arising out of or in connection with his employment and/or its termination; (iv) [deleted] (v) deliver to the Purchaser a counterpart Deed of Assignment of Debt duly executed by Hunt (UK) and Hunt (NL) together with a letPurchaser; cause ▇▇. ▇▇▇ of acknowlChun ▇▇▇, ▇▇▇▇ment ▇▇▇▇ or such other person as he may nominate to the Deed of Assignment of Debt signed by the Company. 4.3 Upon Completion the Purchaser shall :- 4.3.1 effect a telegraphic transfer to the Vendor of HK$2,102,800 being the aggregate amount of the Share Price and the first instalment of the Debt Price be validly appointed as set out in the Deed of Assignment of Debt; 4.3.2 deliver to the Vendor certified true copies of the board resolutions chief executive officer of the Purchaser approving and of N Information and the acquisition other Subsidiaries of the Sale SharesCompany which are engaged in Internet-related businesses (other than ▇▇▇▇▇▇▇.▇▇▇ Inc.) respectively; cause such persons as the Seller may nominate to be validly appointed to a new management team of the Purchaser to manage the Internet-related businesses (other than ▇▇▇▇▇▇▇.▇▇▇ Inc.) of the Purchaser. If in any respect the provisions of Clause 4.1 are not complied with by the Seller or the Purchaser (as the case may be) on or before the Completion Date, or if at any time prior to Completion any of the Seller Warranties or the Purchaser Warranties is found to be untrue or incorrect in any material respect as at the date of its being made or if the Purchaser or the Seller has not complied in any material respect with its obligations under Clause 8.1 and Clause 9.1, without prejudice to any other remedies available to the Party not in default, the execution Party not in default may: defer Completion to a date not more than 14 days after the Completion Date (and so that the provisions of this Agreement and the completion of this Agreement and the transactions contemplated therebyClause 4.3 shall apply to Completion as so deferred); and 4.3.3 deliver or proceed to the Vendor a duly executed counterpart Deed of Assignment of Debt. 4.4 As soon Completion so far as practicable after Completion the Purchaser shall present the instruments of transfer together with the share certificates in respect of the Sale Shares to the Company for registration of the transfer. 4.5 All the transactions described in Clauses 4.2 and 4.3 above shall take place at the same time, so that in default of the performance of any such transactions by one party, the other party shall not be obliged to complete the sale and purchase aforesaid (without prejudice to any further legal remediesits rights under this Agreement); or rescind this Agreement.

Completion. 4.1 Completion shall will take place forthwith at on execution and exchange of this Agreement the Completion Date at the offices of Maxwell Batley 27 Chancery Lane London WC2the Company (or another time and place agreed by the Purchaser and the Vendor in writing). Completion may be effected by the parties providing documents electronically and confirming bank transfers have been validly initiated, with originals and bank confirmation to follow the next Business Day. 4.2 Upon Completio▇ ▇▇▇ ▇▇▇▇▇▇ ▇h▇▇▇ :- ▇.▇.▇ ▇eliver The Parties enter into this Agreement on the assumption that there will be no change to the Purchaser duly completed director/s, secretary and signed transfers public officers of the Sale Shares by Company. If the registered holders thereof in favour Purchaser wishes to change the director/s, secretary and/or public officers of the Company, the Purchaser (or as it may direct) together with the respective bought/sold notes and original share certificates in relation shall provide written notice to the Sale Shares together with a letter of confirmation that any existing trust between the Vendor and Hunt before Completion setting out details of: (UK) is cancelled; 4.2.2 cause a board meeting of ▇▇▇ Company to be held at which (inter aliaa) the existing directors persons who will be appointed as the new director/s, secretary and public officers of the Company from Completion together with original signed consents to act of such persons; (b) the persons who will be required to resign as director/s, secretary and public officers of the Company; (c) if applicable, the proposed new registered office from Completion; and (d) the proposed changes from Completion to the signatories of any bank account maintained by the Company, and provide specimen signatures of new signatories. 4.3 On or before the Completion Date: (a) the Vendor shall deliver or cause to be delivered to the Purchaser:- (i) approve the registration of the Purchaser and or its nominee as members of the Company all share certificates in respect of the Vendor’s Sale Shares subject (or evidence of the loss or destruction of the share certificates to the production reasonable satisfaction of duly stamped instruments of transferthe Purchaser); (ii) revoke instruments of transfer for all existing mandates for the operation of all the bank accounts of the Company Vendor’s Sale Shares duly completed and issue new mandates giving authority to persons nominated executed by the Purchaser provided that Vendor naming the Purchaser shall give at least 3 Business Days' advance notice of as transferee, substantially in the form annexed to this in writing to the VendorAgreement as Annexure A; (iii) appoint if applicable, duly stamped declarations of trust from any person for whom the Vendor holds its Sale Shares on trust, being declarations evidencing that trust and the authority of the Vendor to deliver its Sale Shares at Completion; (iv) any other document which the Purchaser reasonably requires to obtain good title to the Vendor’s Sale Shares and to enable the transfer of the Vendor’s Sale Shares to the Purchaser including any power of attorney under which any document delivered under this Agreement has been signed; and (v) the Certificate of Compliance. (b) the Vendor shall deliver or cause to be delivered to the Purchaser: (i) the minute books and other records of meetings or resolutions of members and directors of the Company or of any trust of which the Company is trustee; (ii) all registers of the Company (including the register of members, register of options, register of charges, registers of officeholders) all in proper order and condition and fully entered up to the Completion Date; (iii) all financial records, cheque books, financial and accounting books and records, copies of taxation returns and assessments, mortgages, leases, agreements, insurance policies, title documents, licences, indicia of title, certificates and all other records, papers, books and documents of the Company; (iv) confirmation that all electronic banking access, other than EFTPOS for receipts and refunds, has been suspended subject to and effective from Completion; (v) a duly completed authority for the alteration of the signatories of each bank account of the Company in the manner required by the Company’s bankers; (vi) all passwords, PINS (personal or merchant identification numbers), access codes, combinations, keys or similar items or information necessary for the operation of any electronic transactions, programs, computers, alarms, software, access points or otherwise being necessary for the operation of the Company’s business; (vii) all permits, licences and other documents issued to the Company under any legislation or ordinance relating to its business; (viii) the written resignations by such persons as the Purchaser may nominate notifies to be validly appointed the Vendor under clause 4.2(b) who are to resign as additional directors directors, secretaries and public officers of the Company; (c) the Vendor shall ensure that duly convened meetings of the board of the Company are held and upon such appointment forthwith cause all that at those meetings (as applicable) the existing directors board approves with effect from Completion: (i) the transfer and the registration (subject to payment of any stamp duty) of the Company to retire from their respective offices and resign as employees each delivering to the Purchaser a letter under seal in agreed terms acknowledging that the person so retiring and resigning has no entitlement to claim compensation for wrongful dismissal or unfair dismissal or to payment for redundancy or in respect of any other moneys or benefits due to him from the Company arising out of or in connection with his employment and/or its termination; (iv) [deleted] (v) deliver to the Purchaser a counterpart Deed of Assignment of Debt duly executed by Hunt (UK) and Hunt (NL) together with a let▇▇▇ of acknowl▇▇▇▇ment to the Deed of Assignment of Debt signed by the Company. 4.3 Upon Completion the Purchaser shall :- 4.3.1 effect a telegraphic transfer to the Vendor of HK$2,102,800 being the aggregate amount of the Share Price and the first instalment of the Debt Price as set out in the Deed of Assignment of Debt; 4.3.2 deliver to the Vendor certified true copies of the board resolutions of the Purchaser approving the acquisition of the Sale Shares, the execution issue of this Agreement a new share certificate for the Sale Shares in the name of the Purchaser or its nominee and the completion cancellation of this Agreement and the transactions contemplated thereby; and 4.3.3 deliver to the Vendor a duly executed counterpart Deed of Assignment of Debt. 4.4 As soon as practicable after Completion the Purchaser shall present the instruments of transfer together with the existing share certificates in respect of the Sale Shares (if share certificates have been issued); (ii) the appointment of such persons notified by the Purchaser to the Company for registration Vendor under clause 4.2(a) as additional directors, secretaries and public officers of the transferCompany, subject to the receipt of duly signed consents to act of such persons; (iii) the resignation of such persons as the Purchaser notifies to the Vendor under clause 4.2(b) resigning as directors, secretaries and public officers of the Company; (iv) the registered office of the Company being changed to the new address that the Purchaser notifies to the Vendor in accordance with clause 4.2(c); and (v) the signatories of any bank account maintained by the Company being changed to those notified by the Purchaser under clause 4.2(d). The Vendor and the Company shall do all other acts and execute all other documents that may be required to give effect to the transactions contemplated by this Agreement. 4.4 At Completion the Purchaser must, subject to clause 4.8: (a) pay to the Vendor the Purchase Price set out against the Vendor’s name in Part A of Schedule One; and (b) do and execute all other acts and documents that this Agreement requires the Purchaser to do or execute at Completion. 4.5 All After Completion and until the transactions described Sale Shares are registered in Clauses 4.2 and 4.3 above shall take place at the same time, so that in default name of the performance of any such transactions by one partyPurchaser, the other party Vendor must take all action as registered holders of the Sale Shares as the Purchaser may lawfully require from time to time by notice and shall not be obliged take any action in respect of the Sale Shares unless required or approved by the Purchaser. 4.6 On and from Completion, the Vendor shall not (unless in the capacity of employees or board members of the Company or if otherwise authorised by the Company with the consent of the Purchaser), and will procure that each of its Associated Persons does not: (a) represent itself as being connected with or affiliated to or associated with the Company; and (b) disclose or use any Confidential Information except where as permitted by clause 9. 4.7 Title to and risk in the Sale Shares and control of the Company transfer to the Purchaser at Completion. 4.8 The Purchaser is not required to complete the sale purchase of the Sale Shares from the Vendor unless all Warranties are true as at the Completion Date, the Vendor is not in breach of this Agreement, the Company is not in breach of this Agreement, and purchase aforesaid the Vendor performs their obligations under this clause 4, however the Purchaser may do so and reserve its rights against any party who is in breach of this Agreement or where the Vendor has not performed its obligations under this clause 4 (and the Purchaser’s rights will not merge in Completion). The Purchaser may (at its absolute discretion) grant further time or any indulgence in favour of the Vendor without prejudice being obliged to do so in favour of any further legal remedies)other party and without affecting its rights against any other party.

Completion. 4.1 5.1 Completion shall take place forthwith on execution and exchange of this Agreement at the offices of Maxwell Batley 27 Chancery Lane London WC2Unicom on the Completion Date at such time as the Parties may agree. 4.2 Upon Completio▇ ▇▇▇ ▇▇▇▇▇▇ ▇h▇▇▇ 5.2 At Completion, SKT shall:- ▇.▇.▇ ▇eliver to the Purchaser duly completed and signed transfers of the Sale Shares by the registered holders thereof in favour of the Purchaser (a) deliver or as it may direct) together with the respective bought/sold notes and original share certificates in relation to the Sale Shares together with a letter of confirmation that any existing trust between the Vendor and Hunt (UK) is cancelled; 4.2.2 cause a board meeting of ▇▇▇ Company procure to be held at which (inter alia) the existing directors of the Company shall delivered to Unicom:- (i) approve a copy (certified as a true copy by a director or the registration company secretary of SKT) of the Purchaser and or its nominee as members resolutions of the Company in respect board of directors of SKT authorising the Sale Shares subject execution of, and performance by, SKT of its obligations under the Transaction Documents to the production of duly stamped instruments of transfer;which it is a party; and (ii) revoke all existing mandates for the operation a certificate signed by a director of SKT confirming that all the bank accounts of SKT Warranties are true and accurate and not misleading as at the Company and issue new mandates giving authority to persons nominated by the Purchaser provided that the Purchaser shall give at least 3 Business Days' advance notice of this in writing to the Vendor; (iii) appoint such persons as the Purchaser may nominate to be validly appointed as additional directors of the Company and upon such appointment forthwith cause all the existing directors of the Company to retire from their respective offices and resign as employees each delivering to the Purchaser a letter under seal in agreed terms acknowledging that the person so retiring and resigning has no entitlement to claim compensation for wrongful dismissal or unfair dismissal or to payment for redundancy or in respect of any other moneys or benefits due to him from the Company arising out of or in connection with his employment and/or its termination; (iv) [deleted] (v) deliver to the Purchaser a counterpart Deed of Assignment of Debt duly executed by Hunt (UK) and Hunt (NL) together with a let▇▇▇ of acknowl▇▇▇▇ment to the Deed of Assignment of Debt signed by the Company. 4.3 Upon Completion the Purchaser shall :- 4.3.1 effect a telegraphic transfer to the Vendor of HK$2,102,800 being the aggregate amount of the Share Price and the first instalment of the Debt Price as set out in the Deed of Assignment of Debt; 4.3.2 deliver to the Vendor certified true copies of the board resolutions of the Purchaser approving the acquisition of the Sale Shares, the execution date of this Agreement and as at the completion Completion Date; (b) procure to be delivered to Citibank, N.A. Hong Kong Branch (Citi Hong Kong) (with a copy to Unicom) delivery free of payment (DF) instructions from its custodian, Korea Securities Depository (KSD), to transfer the Repurchase Shares from KSD’s securities account with Citi Hong Kong to Unicom’s securities account with Citi Hong Kong (the Unicom Securities Account) for same day settlement; (c) procure to be delivered to Unicom a certificate (in a form reasonably satisfactory to Unicom) from Citi Hong Kong confirming the receipt of the DF instructions referred to in Clause 5.2(b) above (the Citi Certificate); and (d) procure its nominee on Unicom Board, Mr. Man Won Jung, to resign as a director of Unicom with effect from the Completion Date and to deliver an acknowledgement to Unicom that he does not have any claims whatsoever against Unicom for compensation for loss of office (whether contractual, statutory or otherwise), unfair dismissal, redundancy or otherwise, he has no disagreement with the Unicom Board and he is not aware of any matters in respect of his resignation that needs to be brought to the attention of the shareholders of Unicom. 5.3 At Completion, Unicom shall: (a) deliver or procure to be delivered to SKT: (i) a copy (certified as a true copy by a director or the company secretary of Unicom) of the resolutions of the Unicom Board authorising the execution of, and performance by, Unicom of its obligations under the Transaction Documents to which it is a party; and (ii) a certificate signed by a director of Unicom confirming that all the Unicom Warranties are true and accurate and not misleading as at the date of this Agreement and as at the transactions contemplated therebyCompletion Date; (b) deliver to Citi Hong Kong (with a copy to SKT): (i) receive free of payment (RF) instructions to receive the Repurchase Shares in the Unicom Securities Account and to arrange for payment of Hong Kong stamp duty on behalf of the Parties; and 4.3.3 (ii) DF instructions to withdraw the Repurchase Shares from the Central Clearing and Settlement System (CCASS) and deliver to the Vendor a duly executed counterpart Deed of Assignment of Debt. 4.4 As soon as practicable after Completion the Purchaser shall present the instruments of transfer together with the physical share certificates in respect of the Sale Repurchase Shares to the Company for registration Unicom’s share registrar; and (c) upon receipt of the transferCiti Certificate, Unicom shall give irrevocable payment instructions to its bank to pay the Consideration (less the SFC Fee, the Initial Stamp Duty Amount and such other amounts as may be agreed by the Parties in writing) in immediately available funds by electronic funds transfer in HK$ to a bank account designated by SKT in writing at least three Business Days prior to the Completion Date and shall deliver to SKT a copy of such irrevocable payment instructions. 4.5 All the transactions described in Clauses 4.2 and 4.3 above 5.4 Neither Party shall take place at the same time, so that in default of the performance of any such transactions by one party, the other party shall not be obliged to complete the sale and purchase aforesaid of any of the Repurchase Shares unless the sale and purchase of all of the Repurchase Shares is completed simultaneously. 5.5 If the provisions of Clauses 5.2 and 5.3 are not fully complied with by Unicom or SKT by or on the date set for Completion, SKT (in the case of non-compliance by Unicom) or Unicom (in the case of non-compliance by SKT) shall be entitled (in addition to and without prejudice to all other rights and remedies available to the terminating party, including the right to claim damages) by written notice to the other Party served on such date: (a) to elect to terminate this Agreement (other than the Surviving Provisions) without liability on the part of the terminating party, except in respect of any further legal remediesrights and liabilities which have accrued prior to termination or under any of the Surviving Provisions; (b) to effect Completion so far as practicable having regard to the defaults which have occurred; or (c) to fix a new date for Completion (not being more than five Business Days after the agreed date for Completion), in which case the foregoing provisions of this Clause 5 shall apply to Completion as so deferred. 5.6 Upon Unicom’s share registrar receiving the physical share certificates in respect of the Repurchase Shares, Unicom shall procure Unicom’s share registrar to cancel the Repurchase Shares and any rights attached thereto shall cease with effect from the Completion Date. SKT confirms that it irrevocably authorises Unicom to take all such actions as may be necessary or expedient for the cancellation of the Repurchase Shares and acknowledges that it shall cease to have any rights to, or interests in, the Repurchase Shares with effect from the Completion Date. 5.7 Notwithstanding anything herein to the contrary, if Completion does not take place on or before 5:00 p.m. (Hong Kong time) on 10 November 2009 (or such other time and date as the Parties may agree in writing), this Agreement (other than the Surviving Provisions) shall automatically terminate. In such event, neither Party shall have any claim of any nature under this Agreement against the other Party (except in respect of any rights and liabilities which have accrued prior to termination or under any of the Surviving Provisions).” 2.2 The reference to “HK$9,991,669.06” in the second line of Clause 11.4 of the Share Repurchase Agreement shall be deleted and shall be replaced by “HK$9,991,670.00”.

Completion. 4.1 Completion shall take place forthwith on execution immediately after the signing and exchange exchanging of this Agreement Agreement, at the offices of Maxwell Batley 27 Chancery Lane London WC2.the Purchaser's Solicitors when: 4.2 Upon Completio(a) the Sellers shall deliver or cause to be delivered to the Purchaser: (i) transfers of the Shares duly completed in favour of the Purchaser or as it may direct; (ii) the share certificates representing the Shares (or an express indemnity in a form satisfactory to the Purchaser in the case of any found to be missing); (iii) all the Statutory and Minute Books of the Company, Certificate of Incorporation and the Certificate of Incorporation on Change of Name; (iv) a letter from the Bankers to the Company and dated with the date of Completion, confirming that the existing fixed and floating charges created by the Company in favour of such Bankers have not crystallized and confirming that such Bankers do not have any claim over any of the assets of the Company; (v) a letter of instruction to the Bankers to the Company and written confirmation from such Bankers that it will not allow any further debits from the bank account of the Company until the authorised signatories of that bank account have been replaced pursuant to the instructions of the Purchaser; (vi) the resignation of the auditors of the Company in accordance with section 394 of the Companies ▇▇▇ ▇▇▇▇, confirming that there are no circumstances connected with their resignation which should be brought to the notice of the members or creditors of the Company and that there are no fees due to them; (vii) a letter from ▇▇▇▇▇ ▇▇▇▇▇▇ of ▇h▇▇▇ :- ▇., ▇.▇ ▇eliver to the Purchaser duly completed and signed transfers of the Sale Shares by the registered holders thereof in favour of the Purchaser (or as it may direct) together with the respective bought/sold notes and original share certificates in relation to the Sale Shares together with a letter of confirmation that any existing trust between the Vendor and Hunt (UK) is cancelled; 4.2.2 cause a board meeting of ▇▇▇▇▇ ▇▇▇▇▇▇, London W 1 P 5HP acknowledging that any Intellectual Property Rights that he developed during his employment by Cougar are the property of Cougar; and (viii) the Intellectual Property Rights Agreement, duly executed by Cougar. (b) the Sellers shall procure that all indebtedness due from any of the Sellers or any person connected with them to the Company shall be satisfied in full; (c) all indebtedness due from the Company to any of the Sellers (full particulars of which are contained in the Disclosure Letter) shall be satisfied in full without payment of interest; (d) the Sellers shall cause a meeting of the Board of the Company to be held at which (inter alia) the existing directors of the Company shall Board shall:- (i) approve the registration of the Purchaser and or its nominee as members of the Company in respect of the Sale Shares subject to the production of duly stamped instruments of transfer; (ii) revoke all existing mandates for the operation of all the bank accounts of the Company and issue new mandates giving authority to persons nominated by the Purchaser provided that the Purchaser shall give at least 3 Business Days' advance notice of this in writing to the Vendor; (iii) appoint such persons as the Purchaser may nominate to be validly appointed as additional directors Directors and Secretary of the Company; (ii) vote in favour of the registration of the Purchaser and/or its nominees as members of the Company subject only to the production of duly stamped and upon such appointment forthwith cause all completed transfers in favour of the existing directors Purchaser and/or its nominees in respect of the Shares; (iii) appoint ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇'▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇ as auditors; and (iv) alter the accounting reference date of the Company to retire from their respective offices and resign as employees each delivering to the Purchaser a letter under seal in agreed terms acknowledging that the person so retiring and resigning has no entitlement to claim compensation for wrongful dismissal or unfair dismissal or to payment for redundancy or in respect of any other moneys or benefits due to him from the Company arising out of or in connection with his employment and/or its termination1st January; (ive) [deleted] the parties shall join in procuring that all existing bank mandates in force for the Company shall be altered (v) deliver to the Purchaser a counterpart Deed of Assignment of Debt duly executed by Hunt (UK) and Hunt (NL) together with a let▇▇▇ of acknowl▇▇▇▇ment to the Deed of Assignment of Debt signed by the Company. 4.3 Upon Completion in such manner as the Purchaser shall :- 4.3.1 effect a telegraphic transfer at Completion require) so as, inter alia, to reflect the Vendor of HK$2,102,800 being the aggregate amount of the Share Price resignations and the first instalment of the Debt Price as set out in the Deed of Assignment of Debt; 4.3.2 deliver appointments referred to the Vendor certified true copies of the board resolutions of the Purchaser approving the acquisition of the Sale Shares, the execution of this Agreement and the completion of this Agreement and the transactions contemplated therebyabove; and 4.3.3 deliver to the Vendor a duly executed counterpart Deed of Assignment of Debt. 4.4 As soon as practicable after Completion (f) the Purchaser shall present the instruments of transfer together with the share certificates in respect of the Sale Shares to the Company for registration of the transfer. 4.5 All the transactions described in Clauses 4.2 and 4.3 above shall take place at the same time, so that in default of the performance of any such transactions by one party, the other party shall not be obliged to complete this Agreement unless the sale Sellers comply fully with the requirements of paragraphs (a), (b), (d), and purchase aforesaid (e) of this Clause. 4.2 Upon completion of all the matters referred to in sub-clause 4.1 the Purchaser shall procure the allotment (or transfer, as the case may be) of the Consideration Shares (less the Deferred Consideration Shares) to the Sellers. 4.3 If for any reason the provisions of Clause 4.1 are not fully complied with the Purchaser may elect (in addition and without prejudice to any further legal remedies)all other rights or remedies available to it) to rescind this Agreement or fix a new date for Completion.

Completion. 4.1 6.1 Completion place and date Completion shall take place forthwith on execution and exchange of this Agreement at the offices of Maxwell Batley 27 Chancery Lane London WC2. 4.2 Upon CompletioL▇▇▇▇ ▇▇, ▇ ▇'▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇h▇▇▇ :-, Sydney on the day being 2 Business Days after the date on which this Agreement becomes binding under clause 2.1 or on such other date as the parties may agree upon in writing. ▇.▇.▇ ▇eliver 6.2 Vendors' obligations on Completion Subject to the Purchaser duly satisfying its obligations under clause 6.3, on Completion the Vendors will: (a) (Delivery): give and deliver to the Purchaser a written authority addressed to the Purchaser's solicitors, to release from escrow and to deliver to the Purchaser the following: (i) the share certificates for the Sale Shares; (ii) completed and signed transfers of the Sale Shares duly executed by the registered holders thereof holder of those shares in favour of the Purchaser (or as it may direct) together with the respective bought/sold notes and original share certificates in relation to the Sale Shares together with a letter of confirmation that any existing trust between the Vendor and Hunt (UK) is cancelledtransferee; 4.2.2 (iii) written and duly executed resignations with effect from the Completion Date from: A. the directors of the Company that have been appointed as nominees of the Vendors; B. the secretary of the Company that have been appointed as nominees of the Vendors; and C. if so requested by the Purchaser, the Auditors. (b) (Meetings): cause a board meeting of ▇▇▇ the directors of the Company to be held at which which: (inter aliai) persons nominated in writing for that purpose by the Purchaser and having consented in writing to appointment will be appointed directors of the Company; (ii) persons nominated in writing for that purpose by the Purchaser and having consented in writing to appointment will be appointed secretaries of the Company; (iii) the existing directors of the Company shall :- resolve to accept the resignations referred to in clause 6.2(a)(iii); (iiv) approve the registration of the Purchaser and or its nominee as members of the Company in respect of the Sale Shares subject to the production of duly stamped instruments of transfer; (ii) revoke all existing mandates for the operation of all the bank accounts of the Company and issue new mandates giving authority to persons nominated by the Purchaser provided that the Purchaser shall give at least 3 Business Days' advance notice of this in writing to the Vendor; (iii) appoint such persons as the Purchaser may nominate to be validly appointed as additional directors of the Company and upon such appointment forthwith cause all the existing directors of the Company resolve to retire from their respective offices and resign as employees each delivering to the Purchaser a letter under seal in agreed terms acknowledging that the person so retiring and resigning has no entitlement to claim compensation for wrongful dismissal or unfair dismissal or to payment for redundancy or in respect of any other moneys or benefits due to him from the Company arising out of or in connection with his employment and/or its termination; (iv) [deleted] (v) deliver to the Purchaser a counterpart Deed of Assignment of Debt duly executed by Hunt (UK) and Hunt (NL) together with a let▇▇▇ of acknowl▇▇▇▇ment to the Deed of Assignment of Debt signed by the Company. 4.3 Upon Completion the Purchaser shall :- 4.3.1 effect a telegraphic transfer to the Vendor of HK$2,102,800 being the aggregate amount of the Share Price and the first instalment of the Debt Price as set out in the Deed of Assignment of Debt; 4.3.2 deliver to the Vendor certified true copies of the board resolutions of the Purchaser approving the acquisition of the Sale Shares, the execution of this Agreement and the completion of this Agreement and the transactions contemplated thereby; and 4.3.3 deliver to the Vendor a duly executed counterpart Deed of Assignment of Debt. 4.4 As soon as practicable after Completion the Purchaser shall present the instruments of transfer together with register the share certificates transfers referred to in respect of the Sale Shares clause 6.2(a)(ii) subject to the Company for registration of the transferthose transfers being stamped. 4.5 All the transactions described in Clauses 4.2 and 4.3 above shall take place at the same time, so that in default of the performance of any such transactions by one party, the other party shall not be obliged to complete the sale and purchase aforesaid (without prejudice to any further legal remedies).

Completion. 4.1 5.1 Completion shall take place forthwith at or before 1:00 p.m. on execution and exchange of this Agreement the Completion Date at the offices office of Maxwell Batley 27 Chancery Lane London WC2the Purchaser’s Solicitors or at such other place and time as shall be mutually agreed between the Parties in writing (time in either case being of the essence) subject to the satisfaction of all (but not some only) Conditions Precedents. 4.2 Upon Completio▇ ▇▇▇ ▇▇▇▇▇▇ ▇h▇▇▇ :5.2 At Completion (or such other date as hereinafter specified), the Vendor shall deliver or cause to be delivered to the Purchaser: - ▇.▇.▇ ▇eliver to the Purchaser (a) duly completed executed instrument of transfer and signed transfers sold notes in respect of the Sale Shares by the registered holders thereof in favour of the Purchaser (or as it may directits nominee(s)) together with the respective bought/sold notes and original share certificates in relation to certificate(s) for the Sale Shares together with a letter of confirmation that any existing trust between the Vendor and Hunt (UK) is cancelled; 4.2.2 cause a board meeting of ▇▇▇ Company to be held at which (inter alia) the existing directors of the Company shall :- (i) approve the registration of the Purchaser and or its nominee as members of the Company in respect of the Sale Shares subject to the production of duly stamped instruments of transferShares; (iib) revoke all existing mandates for powers of attorney or other authorities under which the operation instrument of all the bank accounts of the Company transfer and issue new mandates giving authority to persons nominated by the Purchaser provided that the Purchaser shall give at least 3 Business Days' advance notice of this in writing to the Vendor; (iii) appoint such persons as the Purchaser may nominate to be validly appointed as additional directors of the Company and upon such appointment forthwith cause all the existing directors of the Company to retire from their respective offices and resign as employees each delivering to the Purchaser a letter under seal in agreed terms acknowledging that the person so retiring and resigning has no entitlement to claim compensation for wrongful dismissal or unfair dismissal or to payment for redundancy or sold notes in respect of any other moneys or benefits due to him from the Company arising out of or in connection with his employment and/or its termination; (iv) [deleted] (v) deliver to the Purchaser a counterpart Deed of Assignment of Debt duly executed by Hunt (UK) and Hunt (NL) together with a let▇▇▇ of acknowl▇▇▇▇ment to the Deed of Assignment of Debt signed by the Company. 4.3 Upon Completion the Purchaser shall :- 4.3.1 effect a telegraphic transfer to the Vendor of HK$2,102,800 being the aggregate amount of the Share Price and the first instalment of the Debt Price as set out in the Deed of Assignment of Debt; 4.3.2 deliver to the Vendor certified true copies of the board resolutions of the Purchaser approving the acquisition of the Sale Shares, the Deed of Assignment (if any) and the Deed of Indemnity have been executed (if any); (c) the resignation letters duly signed by (unless the Parties otherwise agree in writing) all existing director, secretary, designated representative, responsible officer and auditors of the Company resigning from their respective offices of the Company confirming that they have no right or claim of whatsoever nature against the Company for loss of office, redundancy, unfair dismissal or breach of contract or on any other ground whatsoever and unconditionally and irrevocably waives whatever sums due to them from the Company, in such form set out in Schedule 4; (d) the duly completed and signed prescribed forms for the notification of the resignation of directors and secretary to the Companies Registry (Form ND4); (e) (if there is Sale Debt upon Completion) the Deed of Assignment duly executed by the Vendor and the Company (in duplicate); (f) the Deed of Indemnity duly executed by the Vendor and the Company (in duplicate); (g) the written resolutions of the sole director of the Company approving the followings: - (A) the transfer of the Sale Shares and the issue of share certificate to the Purchaser (or its nominee(s)) and the entry of the name of the Purchaser (or its nominee(s)) in the register of members of the Company; (B) the resignation of all the directors, secretary, designated representative, responsible officer and auditors of the Company as mentioned in Clause 5.2(c) and the appointment of such person(s) as the Purchaser may nominate as director(s), secretary, designated representative and responsible officer of the Company; (C) the entering into and authorization of the execution by such person(s) on behalf of the Company of the Deed of Assignment (if any) and Deed of Indemnity; (D) change the situation of the registered office of the Company to such place(s) as the Purchaser may nominate; (E) amendment of all authorities and mandates for the operation of the Bank Accounts in such manner as the Purchaser shall have requested; (F) any other matters as reasonably required by the Purchaser; (h) the Audited Accounts and all other audited accounts of the Company; (i) the Completion Accounts certified by the sole director of the Company; (j) the completed and signed Form IRSD 102 (Schedule of Landed Properties); (k) the certificate of incumbency of the Vendor issued by its registered agent dated not more than seven (7) Business Days prior to the Completion Date; (l) the certificate of good standing of the Vendor issued by the Registrar of Companies of BVI dated not more than seven (7) Business Days prior to the Completion Date; (m) the legal opinion relating to the Vendor, its establishment and existence in its place of incorporation, its execution of this Agreement and such other matters as the completion Purchaser may reasonably require from a qualified lawyer in BVI acceptable to the Purchaser and at the sole costs and expenses of this the Vendor and such legal opinion shall be in such form and substance acceptable to the Purchaser; (n) all the statutory books (which shall be duly made up to date but excluding the Completion Date) and other books and records, finanical statements, certificate of incorporation, business registration certificates, the share certificate book containing all unused share certificates, common seal and authorised signatory chops and any other papers, correspondences, records and documents of the Company (including in the case of any of the aforementioned which are kept or maintained in computer or otherwise electronically, such printouts, disks, tapes and other copies as the Purchaser may reasonably require); (o) all documents (whether in paper or electronic form) related to the Company, as requested by the Purchaser's Solicitors and agreed upon by the Vendor during the due diligence investigation; (p) all documents pertaining to the Insurance Intermediary License; (q) [evidence showing that the Tenancy Agreement has been terminated and that all deposits paid in connection therewith have been returned to the transactions contemplated therebyCompany without any disputes]; (r) all items and documents in relation to the Bank Accounts including but not limited to bank passbook (if any), bank statements, cheque book and security code/device giving access to e-banking account (if any), etc; and 4.3.3 (s) such other documents as may be required to give to the Purchaser good title to the Sale Shares and/or the Sale Debt (if any) and/or to enable the Purchaser or its nominee(s) to become the registered holder of the Sale Shares and the legal and beneficial owner of the Sale Debt (if any). 5.3 At Completion, against compliance with the provisions of Clause 5.2, the Purchaser shall: - (a) cause to be issued the Consideration Shares in favour of the Vendor (or its nominee(s)) and deliver the followings to the Vendor: - (i) an irrevocable letter of undertaking from a director of TRX CAY to deliver to the Vendor a duly executed counterpart Deed of Assignment of Debt. 4.4 As soon as practicable after within 30 Business Days from the Completion Date the Purchaser shall present the instruments of transfer together with the share certificates evidence in respect of the Sale Shares to the Company for registration issuance and allotment of the transfer. 4.5 All Consideration Shares duly executed by TRX CAY’s director for purposes of issuing and allotting the transactions described Consideration Shares in Clauses 4.2 and 4.3 above shall take place at the same time, so that in default favour of the performance of any such transactions by one party, the other party shall not be obliged to complete the sale and purchase aforesaid Vendor (without prejudice to any further legal remediesor its nominee(s).);

Completion. 4.1 Completion shall take place forthwith on execution and exchange of this Agreement at the offices of Maxwell Batley 27 Chancery Lane London WC2Boekel De Nerée N.V. in Amsterdam, Gustav Mahlerplein 2, 1028 MA, at 18 July 2007. 4.2 Upon CompletioOn Completion the Parties shall ensure that the following takes place:- (a) Seller NL shall deliver to the Purchaser the resolution of its general meeting of shareholders and of its Supervisory Board, authorising Completion; (b) Seller UK shall deliver to the Purchaser the resolution of its board of directors authorising Completion; (c) the Purchaser and the Sellers shall enter into the SES Escrow Agreement; (d) Seller NL shall resign as Managing Director (“bestuurder”) of SES and the Supervisory Director (“commissaris”) of SES shall resign and shall be replaced by a Supervisory Board appointed by the Purchaser; (e) Seller NL and the Purchaser shall ensure the execution of the share transfer deed before the Civil-Law notary, Alexander ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇h▇▇▇ :-or his substitute of Boekel De Nerée N.V. transferring the SES Shares to the Purchaser; ▇.▇.▇ ▇eliver (f) Seller UK shall deliver to the Purchaser duly completed and signed transfers an executed transfer of the Sale Sun HML Shares by the registered holders thereof in favour of the Purchaser (or as it may direct) together with the respective bought/sold notes and original share certificates certificate for the shares in Sun HML (or in the case of any lost certificate an indemnity reasonably satisfactory to the Purchaser in relation to the Sale Shares together with a letter of confirmation that any existing trust between the Vendor and Hunt (UK) is cancelled; 4.2.2 cause a board meeting of ▇▇▇ Company to be held at which (inter alia) the existing directors of the Company shall :- (i) approve the registration of the Purchaser and or its nominee as members of the Company in respect of the Sale Shares subject to the production of duly stamped instruments of transferthereto); (iig) revoke all existing mandates for the operation of all the bank accounts of the Company and issue new mandates giving authority to persons nominated by the Purchaser provided that the Purchaser Seller UK shall give at least 3 Business Days' advance notice of this in writing to the Vendor; (iii) appoint such persons as the Purchaser may nominate to be validly appointed as additional directors of the Company and upon such appointment forthwith cause all the existing directors of the Company to retire from their respective offices and resign as employees each delivering deliver to the Purchaser a letter under seal in agreed terms acknowledging that the person so retiring and resigning has no entitlement to claim compensation for wrongful dismissal or unfair dismissal or to payment for redundancy or in respect of any other moneys or benefits due to him resignation from the Company arising out ▇▇▇▇ ▇▇▇▇▇ as director of or in connection with his employment and/or its termination;Sun HML; and (ivh) [deleted] (v) Seller UK shall deliver to the Purchaser a counterpart Deed letter of Assignment of Debt duly executed by Hunt (UK) and Hunt (NL) together with a letresignation from ▇▇▇▇ of acknowl▇▇▇▇ment to ▇▇ as the Deed secretary of Assignment of Debt signed by the CompanySun HML. 4.3 Upon The consideration as referred to in Clause 2.2 shall be paid to Seller NL and Seller UK, for which payment Seller NL and Seller UK will provide a discharge. 4.4 The Sellers shall make the payments pursuant to Clause 2.5 into the SES Escrow. 4.5 Within 10 (ten) Business Days after the Completion Date, the Purchaser shall :-provide the Sellers with all necessary information to complete the Closing Financial Statement. 4.3.1 effect a telegraphic transfer to the Vendor of HK$2,102,800 being the aggregate amount of the Share Price 4.6 The Sellers and the first instalment Purchaser agree that following the distribution of the Debt Price dividend by SES as set out in Clause 3.7(b) any and all intra-group obligations of whatever nature due or owed by any of the Deed Sellers or by any of Assignment their Affiliated Parties have been satisfied in full, with the exception of Debt;the Transition Services Agreement, possible obligations arising out of the Asset Transfer Agreement Sun HML dated [ ] and the adjustment and set off set out in Clauses 2.6 and 3.5. 4.3.2 deliver 4.7 In the event that, at any time after Completion, funds are paid to any of the Sellers that INITIALS OF SIGNATORIES were due to SES and/or Sun HML, or vice versa, the receiving Party shall immediately transmit such funds to the Vendor certified true copies of Party to which such funds were due. 4.8 In the board resolutions of event that either Party fails to perform in accordance with the Purchaser approving the acquisition of the Sale Sharesprovisions set out in Clause 4.2, the execution of non-defaulting Party may, at its election, terminate this Agreement and or defer Completion for 14 days in view of granting the completion of this Agreement and defaulting Party a term to remedy its default. If the transactions contemplated thereby; and 4.3.3 deliver to the Vendor a duly executed counterpart Deed of Assignment of Debt. 4.4 As soon as practicable after Completion the Purchaser shall present the instruments of transfer together with the share certificates in respect of the Sale Shares to the Company for registration of the transfer. 4.5 All the transactions described in Clauses 4.2 and 4.3 above shall take place at the same time, so that in defaulting party has not remedied its default of the performance of any such transactions by one partywithin said period, the other non defaulting party shall not be obliged to complete may waive its right or may terminate the sale and purchase aforesaid (Agreement without prejudice to any further legal remediesof its other rights and claims (including, even if this Agreement is terminated, any right to payment of damages). In the event, however, that Completion should be deferred to a date beyond 15 August 2007, this Agreement shall be terminated by operation of law regardless of remedy still being possible.

Completion. 4.1 (A) Subject to satisfaction of all the Conditions in full (save for any Condition the full compliance or satisfaction of which has been waived by the Purchaser) and the provisions under Clauses 2 and 5, Completion shall take place forthwith on execution and exchange of this Agreement the Completion Date at the offices of Maxwell Batley 27 Chancery Lane London WC2.the Company at 3.00 p.m. or at such other place and time as shall be mutually agreed by the parties hereto (time in either case being of the essence) when all (but not part only) of the following business shall be transacted:- 4.2 Upon Completio▇ ▇▇▇ ▇▇▇▇▇▇ ▇h▇▇▇ :- ▇.▇.▇ ▇eliver (i) the Vendors shall (so far as it is within their respective powers and capacities so to do) deliver or cause to be delivered to the Purchaser duly completed and signed transfers Purchaser:- (a) certified true copies of the Sale Shares documents referred to in Clauses 2(A) (vi) to (ix); (b) the Deed of Indemnity duly executed by each of the registered holders thereof in favour Vendors; (c) evidence to the satisfaction of the Purchaser that the term of the Joint Venture Contract has been validly extended from 20 years to 31 years; (d) certified true copies of such legal opinions to the satisfaction of the Purchaser (or in form and substance) as it may direct) together with the respective bought/sold notes and original share certificates in relation to the Sale Shares together with a letter of confirmation that any existing trust between the Vendor and Hunt (UK) is cancelled; 4.2.2 cause a board meeting of ▇▇▇ Company to be held at which (inter alia) the existing directors of the Company shall :- (i) approve the registration of the Purchaser and or its nominee as members of the Company in respect of the Sale Shares subject to the production of duly stamped instruments of transfermay request; (ii) revoke all existing mandates for the operation of all the bank accounts of the Company Vendors (so far as it is within their respective powers and issue new mandates giving authority capacities so to do) shall procure that with effect from Completion: (a) 5 persons nominated by the Purchaser provided be appointed as new directors of the Company; (b) the General Manager, Chief Accountant, and such other managerial personnel as nominated by the Purchaser be appointed by the board of directors of the Company in accordance with the meeting rules of the Company; (c) the resignation of such number of directors of the Company so that the number of directors in the new board of the Company after the appointments referred to in Clause 9(A)(ii)(a) above shall be 8; and (d) the resignation of such managerial personnel as the Purchaser shall give at least 3 Business Days' advance notice of this in writing to the Vendormay request; (iii) appoint such persons the Vendors shall (so far as it is within their respective powers and capacities so to do) produce evidence to the satisfaction of the Purchaser may nominate to that save for those related party transactions which have been disclosed in writing by the Vendors, any arrangements and agreements between the Vendors and the Company shall be validly appointed as additional directors terminated with effect from the Completion Date by mutual agreement between the respective parties thereto without liability on the part of the Company and upon such appointment forthwith cause all the existing directors of the Company to retire from their respective offices and resign as employees each delivering to the Purchaser a letter under seal in agreed terms acknowledging that the person so retiring and resigning has no entitlement to claim compensation for wrongful dismissal or unfair dismissal or to payment for redundancy or in respect of any other moneys or benefits due to him from the Company arising out of or in connection with his employment and/or its termination; (iv) [deleted]the Vendors shall (so far as it is within their respective powers and capacities so to do) return or deliver and cause to be returned or delivered to the Company or the Purchaser all Corporate Documents of the Company; (v) the Vendors shall (so far as it is within their respective powers and capacities so to do) deliver and cause to be delivered to the Purchaser a counterpart Deed written confirmation that the Vendors are not aware of Assignment any matter or thing which is in breach of Debt duly executed by Hunt any of the Warranties when they take effect on Completion; (UKvi) and Hunt (NL) together with a let▇▇▇ of acknowl▇▇▇▇ment the Vendors shall deliver such other documents to the Deed of Assignment of Debt signed by Purchaser as may be required to give the Company.Purchaser good title to the Sale Capital and to enable the Purchaser or its nominees to become the owner thereof; and 4.3 Upon Completion (vii) the Purchaser shall :- 4.3.1 effect a telegraphic transfer procure that the Purchaser's Solicitors shall pay to the Vendor of HK$2,102,800 being the aggregate amount each of the Share Price and Vendors the first instalment of the Debt Price as set out Initial Consideration in cash or in the Deed of Assignment of Debt; 4.3.2 deliver to manner as the Vendor certified true copies of the board resolutions of the Purchaser approving the acquisition of the Sale Shares, the execution of this Agreement Vendors and the completion of this Agreement and the transactions contemplated thereby; and 4.3.3 deliver to the Vendor a duly executed counterpart Deed of Assignment of Debt. 4.4 As soon as practicable after Completion the Purchaser shall present have agreed and as the instruments of transfer together with Purchaser shall have been notified in writing at least two Business Days prior to the share certificates Completion Date, such notification shall in respect any event be binding on each of the Sale Shares to the Company for registration of the transferVendors. 4.5 All the transactions described in Clauses 4.2 and 4.3 above shall take place at the same time, so that in default of the performance of any such transactions by one party, the other party (B) The Purchaser shall not be obliged to complete this Agreement or perform any obligations hereunder unless the sale Vendors comply fully with the requirements of Clause 9(A). Without prejudice to any other remedies which may be available to the Purchaser hereunder, if any provision of this Clause 9 is not complied with by the Vendors on the Completion Date, the Purchaser may:- (i) defer Completion to a date falling not more than 28 days after the original Completion Date (so that the provisions of this Clause 9 shall apply to the deferred Completion) provided that, time shall be of the essence as regards the deferred Completion and purchase aforesaid if Completion is not effected on such deferred date, the Purchaser may rescind this Agreement; or (ii) proceed to Completion so far as practicable (but without prejudice to any further legal remedies).the Purchaser's rights hereunder) insofar as the Vendors shall not have complied with their obligations hereunder; or

Completion. 4.1 SUBJECT to the provisions of this Agreement Completion shall take place forthwith on execution and at the offices of the Purchaser's Solicitors immediately following exchange of this Agreement at when and where:- 4.1 the offices Vendors will deliver or procure the delivery (where appropriate as agent for the Company) to the Purchaser of:- (a) duly executed transfers of Maxwell Batley 27 Chancery Lane London WC2.the Sale Shares in favour of the Purchaser or its nominees together with the relevant share certificates and any power of attorney under which any such transfers are executed on behalf of any of the Vendors; 4.2 Upon Completio(b) letters of resignation in the Agreed Form executed as a Deed from ▇ ▇▇▇ ▇▇▇▇▇▇ ▇h, N E V Martensson, P E N Martensson, P A ▇▇▇▇▇▇ :-and S Acland as Directors incorporating in each case an acknowledgement that he has no claim whatsoever against the Company; ▇.▇.▇ ▇eliver to (c) acknowledgements in the Purchaser duly completed and signed transfers Agreed Form executed as a Deed by each of the Sale Shares Vendors confirming that they have no claim against the Company on any account whatsoever and that there are no arrangements outstanding under which the Company has or could have any obligation to them other than in relation to those Vendors who are continuing in office in respect of any ongoing obligations in relation to that office; (d) powers of attorney in the Agreed Form executed by each of the registered holders thereof Vendors in favour of the Purchaser (or empowering the Purchaser to exercise the Vendors' rights as it may direct) together with the respective bought/sold notes and original share certificates in relation to the Sale Shares together with a letter of confirmation that any existing trust between the Vendor and Hunt (UK) is cancelled; 4.2.2 cause a board meeting of ▇▇▇ Company to be held at which (inter alia) the existing directors shareholders of the Company shall :during the period prior to the stamping and registration of the transfers referred to in paragraph (a) above; (e) the duly executed Cancellation Agreements; (f) the Disclosure Letter duly executed by the Warrantors. 4.2 the Vendors will deliver to the Purchaser as agents for the Company or otherwise make available at the Company's registered office all papers documents records and accounts belonging to or in the possession or under the control of the Company including:- (a) the statutory and minute books of the Company duly made up-to-date and the common seal and certificate of incorporation thereof together with up-to-date prints of the memorandum and articles of association and the share certificate book together with all unissued or cancelled share certificates of the Company; (b) all books of account or reference as to customers and other records and all insurance policies in any way relating to or concerning the business of the Company; (c) all deeds and documents of title to all assets and properties including the Property of the Company; (d) the bank cheque books and paying-in books of the Company and current statements of all its bank accounts all fuel agency cards and other credit cards issued to any Vendors in their capacity as Directors or Employees of the Company who are not continuing in such capacity after Completion; (e) all employment and PAYE records, VAT records and service agreements or hire purchase leasing or other agreements of any kind entered into by the Company. (f) certified copies of board resolutions of the Company in the Agreed Form (i) approve regarding the acceptance of the resignation from office of those persons referred to in clause 4.1.(b) above; (ii) approving (subject only to proper stamping) the transfers of the Sale Shares; (iii) approving the registration of the Purchaser and or its nominee nominees as members of the Company in respect of the Sale Shares subject to the production of duly stamped instruments of transfer; (ii) revoke all existing mandates for the operation of all the bank accounts of the Company and issue new mandates giving authority to persons nominated by the Purchaser provided that the Purchaser shall give at least 3 Business Days' advance notice of this in writing to the Vendor; (iii) appoint such persons as the Purchaser may nominate to be validly appointed as additional directors of the Company and upon such appointment forthwith cause all the existing directors of the Company to retire from their respective offices and resign as employees each delivering to the Purchaser a letter under seal in agreed terms acknowledging that the person so retiring and resigning has no entitlement to claim compensation for wrongful dismissal or unfair dismissal or to payment for redundancy or in respect of any other moneys or benefits due to him from the Company arising out of or in connection with his employment and/or its terminationcompleted stock transfer forms; (iv) [deleted]amending all relevant bank mandates in accordance with the Purchaser's instructions; 4.3 Subject to the above the Purchaser will:- (va) deliver to procure the Purchaser a counterpart Deed delivery by way of Assignment of Debt duly executed by Hunt (UK) and Hunt (NL) together with a let▇▇▇ of acknowl▇▇▇▇ment to the Deed of Assignment of Debt signed by the Company. 4.3 Upon Completion the Purchaser shall :- 4.3.1 effect a telegraphic transfer to the Vendor Vendors' Solicitors for the account of HK$2,102,800 being the Vendors of the aggregate amount of the Share Price Cash Consideration (the Vendors' Solicitors are authorised by the Vendors to receive payment of the Cash Consideration on the Vendors' behalf and the first instalment of receipt by the Debt Price as set out Vendors' Solicitors shall be a good and sufficient discharge to the Purchaser); and (b) allot and issue the Consideration Shares in accordance with clause 3.1(b) and appropriate share certificates to the Deed of Assignment of Debt;relevant Vendors; and 4.3.2 (c) deliver to the Vendor certified true copies relevant Optionholders option certificates for the options granted to them as referred to in the Cancellation Agreements and procure the delivery by way of telegraphic transfer to the Vendors' Solicitors for the account of the board resolutions Vendors of the Purchaser approving the acquisition aggregate amount of the Sale Shares, the execution cash entitlement (net of this Agreement and the completion of this Agreement and the transactions contemplated thereby; and 4.3.3 deliver to the Vendor a duly executed counterpart Deed of Assignment of Debt. 4.4 As soon as practicable after Completion the Purchaser shall present the instruments of transfer together with the share certificates in respect tax) of the Sale Shares to the Company for registration of the transferOptionholders. 4.5 All the transactions described in Clauses 4.2 and 4.3 above shall take place at the same time, so that in default of the performance of any such transactions by one party, the other party shall not be obliged to complete the sale and purchase aforesaid (without prejudice to any further legal remedies).

Completion. 4.1 7.1 Completion shall will take place forthwith on execution and exchange of this Agreement at the offices office of Maxwell Batley 27 Chancery Lane London WC2the Sellers' Lawyers on the Completion Date. 4.2 Upon Completio7.2 At Completion each of the Sellers must: 7.2.1 give the Buyer those items set out in the Completion Agenda in respect of the Sale Shares to be sold by him hereunder and, in the case of John ▇▇▇▇▇ ▇▇▇ Rene ▇▇▇anen his duly executed resignation as a director of the Company in the agreed form and in the case of Citicorp Capital Investors Europe Limited, the duly executed resignations of each of Mich▇▇▇ ▇▇▇▇▇ ▇▇▇ Jame▇ ▇▇▇ ▇h▇▇▇ :- ▇.▇.▇ ▇eliver to the Purchaser duly completed and signed transfers of the Sale Shares by the registered holders thereof in favour of the Purchaser (or as it may direct) together with the respective bought/sold notes and original share certificates in relation to the Sale Shares together with a letter of confirmation that any existing trust between the Vendor and Hunt (UK) is cancelled; 4.2.2 cause a board meeting of ▇▇▇ Company to be held at which (inter alia) the existing directors of the Company shall :- (i) approve in the registration agreed form and each of the Purchaser and or its nominee Sellers will use all reasonable endeavors to procure (so far as members lies within his power to procure) that Dr. J Seml▇▇ ▇▇▇ivers his duly executed resignation as director of the Company in the agreed form. 7.2.2 only in the circumstances described in Clause 4.1, give the Buyer a copy of the Escrow Letter and the Sellers Escrow Instruction signed by him and (insofar as it is within his power to procure) a copy of the Optionholders Escrow Instructions instruction signed by all the Optionholders and (insofar as it lies within his power to procure) a copy of the Escrow Letter and of the Sellers Escrow Instruction and the Optionholders Escrow Instruction signed on behalf of the Sellers Lawyers and (insofar as lies within his power to procure) a copy of the Escrow Letter signed on behalf of the Company. 7.3 At Completion the Buyer must: 7.3.1 pay the Aggregate Consideration to the Sellers Lawyers Client Account in accordance with Clause 3.5; and 7.3.2 only in the circumstances described in Clause 4.1, deliver to the Sellers lawyers a copy of the Escrow Letter and the Sellers Escrow Instructions and the Optionholders Escrow Instructions signed on behalf of the Buyer 7.4 At Completion each of the Sellers (in respect of the Sale Shares subject being sold by it hereunder) and the Buyer shall execute, and the Company shall execute, in the presence of a Dutch notary (notaris), Share Transfer Deeds in relation to the production of duly stamped instruments of transfer; (ii) revoke all existing mandates for the operation of all the bank accounts Sale Shares. (For the avoidance of doubt, the Deeds in respect of the Company shares being sold by W. P▇▇▇▇, ▇ Bail▇▇▇, ▇. ▇▇▇▇▇▇ ▇▇▇ D. O▇▇ ▇▇▇l be executed by Mourant & Co Trustees Limited, the registered holder of those shares and issue new mandates giving authority to persons nominated the Deeds in respect of the shares being sold by Bott▇ & ▇ompany Limited will be executed by Goulditar Nominees Limited, the Purchaser provided that the Purchaser shall give at least 3 Business Days' advance registered holder of those shares.) 7.5 The Buyer may elect by notice of this in writing to the VendorCEO on behalf of the Sellers to request a Completion Date earlier than 31 October 1997 and the Sellers will agree to such request provided that: (a) on Completion the distribution referred to in Clause 2.2 will be calculated and paid as if Completion was taking place on 31 October 1997; (iiib) appoint such persons as the Purchaser may nominate to be validly appointed as additional directors of the Company and upon such appointment forthwith cause all the existing directors of the Company to retire from their respective offices and resign as employees each delivering notwithstanding any provision to the Purchaser a letter under seal contrary in agreed terms acknowledging that the person so retiring and resigning has no entitlement to claim compensation for wrongful dismissal or unfair dismissal or to payment for redundancy or in respect of any other moneys or benefits due to him from the Company arising out of or in connection with his employment and/or its termination; (iv) [deleted] (v) deliver to the Purchaser a counterpart Deed of Assignment of Debt duly executed by Hunt (UK) and Hunt (NL) together with a let▇▇▇ of acknowl▇▇▇▇ment to the Deed of Assignment of Debt signed by the Company. 4.3 Upon Completion the Purchaser shall :- 4.3.1 effect a telegraphic transfer to the Vendor of HK$2,102,800 being the aggregate amount of the Share Price and the first instalment of the Debt Price as set out in the Deed of Assignment of Debt; 4.3.2 deliver to the Vendor certified true copies of the board resolutions of the Purchaser approving the acquisition of the Sale Sharesthis Agreement, the execution provisions of this Agreement Clauses 4, 5, 7.2.2 and the completion of this Agreement and the transactions contemplated thereby; and 4.3.3 deliver to the Vendor a duly executed counterpart Deed of Assignment of Debt7. 4.4 As soon as practicable after Completion the Purchaser shall present the instruments of transfer together with the share certificates in respect of the Sale Shares to the Company for registration of the transfer. 4.5 All the transactions described in Clauses 4.2 and 4.3 above shall take place at the same time, so that in default of the performance of any such transactions by one party, the other party shall not be obliged to complete the sale and purchase aforesaid (without prejudice to any further legal remedies).

Completion. 4.1 Subject to fulfilment of the Conditions Precedent, Completion shall take place forthwith on execution the Completion Date and exchange of this Agreement at each party referred to below shall perform its respective obligations as follows:- 4.1 The Company shall: (a) (if required by the offices of Maxwell Batley 27 Chancery Lane London WC2. 4.2 Upon Completio▇ ▇▇▇ ▇▇▇▇▇▇ ▇h▇▇▇ :- ▇.▇.▇ ▇eliver Investors) deliver evidence in a form reasonably satisfactory to the Purchaser Majority Investors that the Conditions Precedent referred to in Clause 3 hereof have been duly completed satisfied and signed transfers of the Sale Shares fully complied with (unless otherwise waived by the registered holders thereof in favour of the Purchaser (or as it may direct) together with the respective bought/sold notes and original share certificates in relation to the Sale Shares together with a letter of confirmation that any existing trust between the Vendor and Hunt (UK) is cancelled; 4.2.2 cause a board meeting of ▇▇▇ Company to be held at which (inter alia) the existing directors of the Company shall :- (i) approve the registration of the Purchaser and or its nominee as members of the Company in respect of the Sale Shares subject to the production of duly stamped instruments of transferMajority Investors); (ii) revoke all existing mandates for the operation of all the bank accounts of the Company and issue new mandates giving authority to persons nominated by the Purchaser provided that the Purchaser shall give at least 3 Business Days' advance notice of this in writing to the Vendor; (iii) appoint such persons as the Purchaser may nominate to be validly appointed as additional directors of the Company and upon such appointment forthwith cause all the existing directors of the Company to retire from their respective offices and resign as employees each delivering to the Purchaser a letter under seal in agreed terms acknowledging that the person so retiring and resigning has no entitlement to claim compensation for wrongful dismissal or unfair dismissal or to payment for redundancy or in respect of any other moneys or benefits due to him from the Company arising out of or in connection with his employment and/or its termination; (iv) [deleted] (vb) deliver to the Purchaser Investors a counterpart Deed of Assignment of Debt duly executed by Hunt (UK) and Hunt (NL) together with a let▇▇▇ of acknowl▇▇▇▇ment to the Deed of Assignment of Debt signed by the Company. 4.3 Upon Completion the Purchaser shall :- 4.3.1 effect a telegraphic transfer to the Vendor of HK$2,102,800 being the aggregate amount certified copy of the Share Price and the first instalment Board resolution of the Debt Price as set out in the Deed of Assignment of Debt; 4.3.2 deliver to the Vendor certified true copies of the board resolutions of the Purchaser Company approving the acquisition of the Sale Shares, the and authorising execution of this Agreement and the completion of this Agreement and the transactions contemplated therebyissue of the Debenture and the Certificate upon the terms and subject to the Conditions contained herein; (c) deliver to the Investors a certified copy of the Board resolution of SAI (i) approving and authorising execution and completion of this Agreement; (ii) the issue of the Debenture and Certificate by the Company upon the terms and subject to the conditions; (iii) approving and authorising the execution of the Guarantee; (iv) approving the issuance of the Conversion Shares upon conversion of the Debenture; and (v) resolving to effect and do all that is necessary to give effect to the Agreement, the Debenture, the Guarantee and the conversion under the Debentures; (d) deliver to the Investors a certified copy of Board resolution from each of CIBHL and SPC in each case approving and authorising the execution and completion of this Agreement and the Guarantee and resolving to effect and do all that is necessary to give effect to the Agreement, the Debenture, the Guarantee and the conversion under the Debentures; (e) deliver to the Investors, a certified copy of Board resolution from ACL approving and authorising the execution and completion of this Agreement and the ACL Undertaking and resolving to effect and do all that is necessary to give effect to the Agreement, the Debenture and the ACL Undertaking; and 4.3.3 (f) (against reasonable evidence that the monies referred in 4.2 below having been received from the Investors by the Company) deliver to the Vendor a duly executed counterpart Deed of Assignment of Debt. 4.4 As soon as practicable after Completion the Purchaser shall present the instruments of transfer together with the share certificates in respect each of the Sale Shares Investors (or to such persons at such place as the Company relevant Investor may direct) a Certificate or Certificates duly issued for registration the amount representing the subscription in favour of the transfer. 4.5 All the transactions described in Clauses 4.2 and 4.3 above shall take place at the same time, so that in default of the performance of any such transactions by one party, the other party shall not be obliged to complete the sale and purchase aforesaid relevant Investor (without prejudice to any further legal remediesor its nominee).

Completion. 4.1 (A) Completion shall take place forthwith on execution and exchange of this Agreement at the offices of Maxwell Batley 27 Chancery Lane London WC2. 4.2 Upon CompletioChao and ▇▇▇▇▇ at Suite 601, Asia Pacific Finance Tower, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇ ▇h▇▇▇▇▇ :- ▇.▇.▇ ▇eliver to the Purchaser duly completed and signed transfers of the Sale Shares by the registered holders thereof in favour of the Purchaser (or as it may direct) together with the respective bought/sold notes and original share certificates in relation to the Sale Shares together with a letter of confirmation that any existing trust between the Vendor and Hunt (UK) is cancelled; 4.2.2 cause a board meeting of ▇, ▇▇▇▇ Company to be held at which ▇▇▇▇ upon the signing of this Agreement. (inter aliaB) At Completion, the existing directors following transactions shall take place:- (1) SAI in its capacity as the sole shareholder of the Company entitled to vote at its general meetings shall :-pass in writing the resolution as set out in Schedule 2 of this Agreement; (2) the Company shall:- (i) approve deliver to the registration Investors a certified copy of the Purchaser and or its nominee as members Board resolution of the Company in respect and SIHL (i) approving and authorising execution and completion of the Sale Shares subject this Agreement; and (ii) resolving to the production of duly stamped instruments of transfereffect and do all that is necessary to give effect to this Agreement; (ii) revoke all existing mandates for deliver to the operation of all the bank accounts Investors a certified copy of the Company Board resolution of SAI (i) approving and issue new mandates giving authority to persons nominated by the Purchaser provided that the Purchaser shall give at least 3 Business Days' advance notice authorising execution and completion of this in writing Agreement; (ii) approving and authorising the execution of the Guarantee and the issue of the SAI Shares; and (iii) resolving to effect and do all that is necessary to give effect to this Agreement and the VendorGuarantee; (iii) appoint such persons as the Purchaser may nominate to be validly appointed as additional directors of the Company and upon such appointment forthwith cause all the existing directors of the Company to retire from their respective offices and resign as employees each delivering deliver to the Purchaser Investors a letter under seal certified copy of Board resolution from each of CIBHL and SPC in agreed terms acknowledging each approving and authorising the execution and completion of this Agreement and the Guarantee and resolving to effect and do all that is necessary to give effect to this Agreement and the person so retiring and resigning has no entitlement to claim compensation for wrongful dismissal or unfair dismissal or to payment for redundancy or in respect of any other moneys or benefits due to him from the Company arising out of or in connection with his employment and/or its terminationGuarantee; (iv) [deleted]deliver to the Investors a certified copy of Board resolution from ACL approving and authorising the execution and completion of this Agreement and the ACL Undertaking and resolving to effect and do all that is necessary to give effect to this Agreement and the ACL Undertaking; (v) deliver to the Purchaser Investors a counterpart Deed certified copy of Assignment Board resolution from ERL approving and authorising the execution and completion of Debt duly executed by Hunt this Agreement and resolving to effect and do all that is necessary to give effect to this Agreement; and (UKvi) and Hunt (NL) together with a let▇▇▇ of acknowl▇▇▇▇ment deliver evidence satisfactory to the Deed of Assignment of Debt signed Investors that the Company has effected payment by the Company. 4.3 Upon Completion the Purchaser shall :- 4.3.1 effect a telegraphic transfer to the Vendor Investors of HK$2,102,800 being the aggregate amount of $520,000.00 required to be paid by the Share Price and the first instalment of the Debt Price Company on completion as set out in the Repayment Schedule; (3) ERL shall execute and deliver to Brilliant Future Holdings Limited the Deed of Assignment Share Mortgage and the Board resolution of DebtERL approving its execution of the same; 4.3.2 deliver to (4) SAI, CIBHL and SPC shall enter into the Vendor certified true copies of Guarantee in the board resolutions of the Purchaser approving the acquisition of the Sale Shares, the execution of this Agreement and the completion of this Agreement and the transactions contemplated therebyform as set out in Schedule 4 hereof; and 4.3.3 deliver to (5) ACL shall enter into the Vendor a duly executed counterpart Deed of Assignment of DebtACL Undertaking in the form as set out in Schedule 5 hereof. 4.4 As soon as practicable after Completion the Purchaser shall present the instruments of transfer together with the share certificates in respect of the Sale Shares to the Company for registration of the transfer. 4.5 (C) All the transactions described in Clauses 4.2 and 4.3 above events which are to take place at Completion shall take place at the same time, so that in default of the performance of any such transactions by one party, the other simultaneously and no party shall not be obliged to complete this Agreement unless the sale and purchase aforesaid other parties simultaneously comply with their respective obligations contained in sub-clause (without prejudice to any further legal remedies)B) of this clause. (D) For the avoidance of doubt, the continuing obligations of the Default Parties under this Agreement shall not cease as a result of Completion.

Completion. 4.1 Completion shall take place forthwith on execution and exchange of this Agreement at the offices of Maxwell Batley 27 Chancery Lane London WC2.the Purchaser's Solicitors on the Completion Date and all (but not part only unless the parties shall so agree) of the following business shall be transacted: 4.2 Upon Completio▇ ▇▇▇ ▇▇▇▇▇▇ ▇h▇▇▇ :- ▇.▇.▇ ▇eliver (a) the Vendors shall deliver to the Purchaser duly completed or, in the case of paragraphs (ii) and signed (iii) below, make available for collection by the Purchaser or its authorised representatives: (i) transfers in respect of the Sale Shares by the registered holders thereof duly executed and completed in favour of the Purchaser (or as it may direct) its nominee, together with the respective bought/sold notes and original share certificate or certificates therefore in relation to the Sale Shares together with a letter of confirmation that any existing trust between the Vendor and Hunt (UK) is cancelled; 4.2.2 cause a board meeting of ▇▇▇ Company to be held at which (inter alia) the existing directors names of the Company shall :- (i) approve the registration of the Purchaser and or its nominee as members of the Company in respect of the Sale Shares subject to the production of duly stamped instruments of transfertransferors; (ii) revoke all existing mandates (as agents for the operation of Company) all the bank accounts of the Company Company's statutory and issue new mandates giving authority minute books written up to persons nominated by the Purchaser provided that the Purchaser shall give at least 3 Business Days' advance notice date and its Common Seal, Certificate of this in writing to the VendorIncorporation, any Certificate or Certificates of Incorporation on Change of Name and copies of its Memorandum and Articles of Association; (iii) appoint such persons as the deeds and documents of title to the Leasehold Properties; (iv) a letter from the Vendors and the Purchaser may nominate to the Vendors' Solicitors and the Purchaser's Solicitors in the agreed form duly executed by the Vendors and the Purchaser (being the Escrow Letter); (v) the Property Sale Agreement duly executed by AT&T ISTEL; (vi) the Transitional Services Amendment Agreements duly executed by the parties thereto; (b) the Vendors shall: (i) cause the transfers mentioned in clause 4.1(a)((i)) to be resolved to be registered by the Company (subject only to their being duly stamped); (ii) cause the persons named in part A of Schedule 4 to be validly appointed as additional directors Directors and the person named in part B of Schedule 4 to be validly appointed as Secretary of the Company; and (iii) on such appointments being made, cause the persons named in part C of Schedule 4 to cease to be Directors and the person named in part D of Schedule 4 to cease to be Secretary of the Company; (c) the Purchaser shall pay: (i) $125,000,000 (being the Purchase Price payable pursuant to clause 3.2(a)) and the sum of $7,763,921 on account of any Working Capital Payment payable pursuant to clause 3.2(b) by electronic funds transfer for value to the US Account; and (ii) shall pay an amount equal to the Escrow Amount to the Escrow Account (and the Vendors' Solicitors and the Purchaser's Solicitors are hereby authorised to receive it in such account); (d) the parties shall join in procuring that: (i) the current accounting reference period of the Company and upon such appointment forthwith cause all shall be altered so as to end on the existing directors of Completion Date; (ii) an agreement for lease in the Company to retire from their respective offices and resign as employees each delivering to the Purchaser a letter under seal in agreed terms acknowledging that the person so retiring and resigning has no entitlement to claim compensation for wrongful dismissal or unfair dismissal or to payment for redundancy or form in respect of any other moneys or benefits due to him from each of the Company arising out Properties described in Part B of or in connection with his employment and/or its terminationSchedule 2 is entered into by the parties identified against each such property; (iviii) [deleted] (v) deliver to the Purchaser a counterpart Deed of Assignment of Debt duly executed by Hunt (UK) and Hunt (NL) together with a let▇▇▇ of acknowl▇▇▇▇ment to the Deed of Assignment of Debt signed by the Company. 4.3 Upon Completion the Purchaser shall :- 4.3.1 effect a telegraphic transfer to the Vendor of HK$2,102,800 being the aggregate amount of the Share Price and the first instalment of the Debt Price as set out an agreement for lease in the Deed of Assignment of Debt; 4.3.2 deliver to the Vendor certified true copies of the board resolutions of the Purchaser approving the acquisition of the Sale Shares, the execution of this Agreement and the completion of this Agreement and the transactions contemplated thereby; and 4.3.3 deliver to the Vendor a duly executed counterpart Deed of Assignment of Debt. 4.4 As soon as practicable after Completion the Purchaser shall present the instruments of transfer together with the share certificates agreed form in respect of the Sale Shares to Property described in Part C of Schedule 2 is entered into by the Company for registration of the transferparties identified against such property. 4.5 All 4.2 Neither the transactions described in Clauses 4.2 and 4.3 above Purchaser nor the Vendors shall take place at be obliged to complete this Agreement unless the same timeVendors comply or procure compliance with or, so that in default of as the performance of any such transactions by one partycase may be, the other party Purchaser complies or procures compliance with, the requirements of clause 4.1. 4.3 Neither the Purchaser nor the Vendors shall not be obliged to complete the sale and purchase aforesaid (without prejudice to any further legal remedies)of some but not all of the Shares.

Completion. 4.1 (A) Completion shall take place forthwith on execution and exchange of this Agreement at the offices of Maxwell Batley 27 Chancery Lane London WC2. 4.2 Upon CompletioChao and ▇▇▇▇▇ at Suites 2601-5, Asia Pacific Finance Tower, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇ ▇h▇▇▇▇▇ :- ▇.▇.▇ ▇eliver to the Purchaser duly completed and signed transfers of the Sale Shares by the registered holders thereof in favour of the Purchaser (or as it may direct) together with the respective bought/sold notes and original share certificates in relation to the Sale Shares together with a letter of confirmation that any existing trust between the Vendor and Hunt (UK) is cancelled; 4.2.2 cause a board meeting of ▇, ▇▇▇▇ Company ▇▇▇▇ on the second Business Day (or such other day as the Company, SAI and the Investors may agree) following the last to be held at which occur (inter aliai) completion of the Sale; (ii) receipt by the Investors from the Escrow Agent of the Completion Amount pursuant to the Escrow Letter; and (iii) release of the Release by the Escrow Agent pursuant to the Escrow Letter. (B) At Completion, the following transactions shall take place:- (1) the existing directors of the Company shall :-shall:- (i) approve deliver to the registration Investors a certified copy of the Purchaser and or its nominee as members board resolution of the Company in respect approving and authorising execution and completion of the Sale Shares subject this Agreement and resolving to the production of duly stamped instruments of transfereffect and do all that is necessary to give effect to this Agreement; (ii) revoke all existing mandates for deliver to the operation of all the bank accounts Investors a certified copy of the Company board resolution of SAI approving and issue new mandates giving authority to persons nominated by the Purchaser provided that the Purchaser shall give at least 3 Business Days' advance notice authorising execution and completion of this in writing Agreement and resolving to effect and do all that is necessary to give effect to this Agreement and the VendorGuarantee; (iii) appoint such persons as deliver to the Purchaser may nominate to be validly appointed as additional directors Investors a certified copy of the Company board resolution of CIBHL approving and upon such appointment forthwith cause authorising the execution and completion of this Agreement and resolving to effect and do all that is necessary to give effect to this Agreement and the existing directors of the Company to retire from their respective offices and resign as employees each delivering to the Purchaser a letter under seal in agreed terms acknowledging that the person so retiring and resigning has no entitlement to claim compensation for wrongful dismissal or unfair dismissal or to payment for redundancy or in respect of any other moneys or benefits due to him from the Company arising out of or in connection with his employment and/or its terminationGuarantee; (iv) [deleted]deliver to the Investors a certified copy of the board resolution of ACL approving and authorising the execution and completion of this Agreement and resolving to effect and do all that is necessary to give effect to this Agreement and the ACL Undertaking; (v) deliver to the Purchaser Investors a counterpart Deed certified copy of Assignment the board resolution of Debt duly executed SIHL approving and authorising the execution and completion of this Agreement and resolving to effect and do all that is necessary to give effect to this Agreement; and (vi) deliver evidence satisfactory to the Investors that the Company has effected payment by Hunt (UK) cashier order to Chao and Hunt (NL) together with a let▇▇▇ of acknowl▇▇▇▇ment ▇ in respect of all the costs and expenses referred to in Clause 6 hereof, the amount of which shall be notified to the Deed of Assignment of Debt signed Company by the Company.Investors prior to Completion; 4.3 Upon Completion (2) ERL shall execute and deliver to Brilliant Future Holdings Limited the Purchaser shall :- 4.3.1 effect a telegraphic transfer to the Vendor of HK$2,102,800 being the aggregate amount of the New Share Price Mortgage and the first instalment board resolution of the Debt Price as set out in the Deed of Assignment of Debt; 4.3.2 deliver to the Vendor certified true copies of the board resolutions of the Purchaser ERL approving the acquisition of the Sale Shares, and authorising the execution of this Agreement and the completion of this Agreement and the transactions contemplated therebyNew Share Charge and resolving to effect and do all that is necessary to give effect to this Agreement and the New Share Charge; and 4.3.3 deliver to the Vendor a duly executed counterpart Deed of Assignment of Debt. 4.4 As soon as practicable after Completion the Purchaser shall present the instruments of transfer together with the share certificates in respect of the Sale Shares to the Company for registration of the transfer. 4.5 (C) All the transactions described in Clauses 4.2 and 4.3 above events which are to take place at Completion shall take place at the same time, so that in default of the performance of any such transactions by one party, the other simultaneously and no party shall not be obliged to complete this Agreement unless the sale other parties simultaneously comply with their respective obligations contained in sub-clause (B) of this clause. (D) For the avoidance of doubt, the continuing obligations of the Sunbase Parties under the Settlement Agreement shall not cease as a result of Completion other than for SPC, whose continuing obligations under the Settlement Agreement are released by the operation and purchase aforesaid (without prejudice to any further legal remedies)effect of the Release after Completion.

Completion. 4.1 Completion shall take place forthwith on execution and exchange of this Agreement at the offices of Maxwell Batley 27 Chancery Lane London WC2the Purchaser's Solicitors on the Completion Date when, subject to clause 4.6, all the transactions mentioned in the following provisions of this clause 4 shall take place. 4.2 Upon Completio▇ ▇▇▇ The Vendor shall deliver to the Purchaser: 4.2.1 duly completed and signed transfers in favour of the Purchaser or as it may direct in respect of all of the Sale Shares together with the relative share certificates in the name of the Vendor or, in respect of any of the Sale Shares which are not registered in the name of the Vendor, executed Stock Transfer forms in respect of such shares in favour of the Purchaser, together with the relative share certificates in the names of the relevant transferors; 4.2.2 the Deed of Tax Covenant duly executed by the Vendor; 4.2.3 the resignations of the Vendor's Directors and the secretary (Michelle Jay Palmer) from their respective o▇▇▇▇▇▇ ▇hn ▇▇▇▇ :-member of the Group, with a written acknowledgement under seal from each of them in such form as the Purchaser requires that he has no claim against any member of the Group in respect of breach of contract, compensation for loss of office, redundancy or unfair dismissal or on any other grounds whatsoever; ▇.▇.▇ ▇eliver 4.2.4 the written resignation of the existing auditors of each member of the Group to take effect on the Completion Date confirming that they have no outstanding claims of any kind against any member of the Group and containing a statement complying with CA s394; 4.2.5 such waivers or consents as the Purchaser may require to enable the Purchaser or its nominees to be registered as holders of any of the Sale Shares in the Agreed Form; 4.2.6 an unconditional deed of release from each member of the Group's bankers evidencing the release and discharge of all guarantees and charges granted by each member of the Group together with a release from the Vendor Group's bankers in respect of any security granted by the Vendor Group over the Sale Shares; 4.2.7 certified copies of any powers of attorney under which any of the documents referred to in this clause 4.2 is executed or evidence satisfactory to the Purchaser duly completed and signed of the authority of any person signing on its behalf; 4.2.8 irrevocable powers of attorney (in the Agreed Form) executed by the Vendor in favour of the Purchaser, or its nominees, enabling the Purchaser or its nominees, pending registration of the transfers of the Sale Shares by the registered holders thereof in favour of the Purchaser (or as it may direct) together with the respective bought/sold notes to exercise all voting and original share certificates in relation other rights attaching to the Sale Shares together and to appoint proxies for such purpose; 4.2.9 the statutory books of each member of the Group complete and up to date and their certificates of incorporation, cheque books, common seals (if any) and any unused share certificate forms; 4.2.10 the title deeds relating to each of the Properties; 4.2.11 written confirmation from the Vendor for itself and on behalf of the Vendor Group that there are no subsisting guarantees given by any member of the Group in their favour and that after compliance with a letter of confirmation that any existing trust between clause 4.3 the Vendor and Hunt (UK) is cancelled; 4.2.2 cause a board meeting of ▇▇▇ Company to be held at which (inter alia) the existing directors any member of the Company shall :- (i) approve the registration Vendor Group will not be indebted to any member of the Purchaser and Group or its nominee as members of the Company in respect of the Sale Shares subject to the production of duly stamped instruments of transfer; (ii) revoke all existing mandates for the operation of all the bank accounts of the Company and issue new mandates giving authority to persons nominated by the Purchaser provided that the Purchaser shall give at least 3 Business Days' advance notice of this in writing to the Vendor; (iii) appoint such persons as the Purchaser may nominate to be validly appointed as additional directors of the Company and upon such appointment forthwith cause all the existing directors of the Company to retire from their respective offices and resign as employees each delivering to the Purchaser a letter under seal in agreed terms acknowledging that the person so retiring and resigning has no entitlement to claim compensation for wrongful dismissal or unfair dismissal or to payment for redundancy or in respect of any other moneys or benefits due to him from the Company arising out of or in connection with his employment and/or its termination; (iv) [deleted] (v) deliver to the Purchaser a counterpart Deed of Assignment of Debt duly executed by Hunt (UK) and Hunt (NL) together with a let▇▇▇ of acknowl▇▇▇▇ment to the Deed of Assignment of Debt signed by the Companyvice versa. 4.3 Upon Completion the Purchaser shall :- 4.3.1 effect a telegraphic transfer to the Vendor of HK$2,102,800 being the aggregate amount of the Share Price and the first instalment of the Debt Price as set out in the Deed of Assignment of Debt; 4.3.2 deliver to the Vendor certified true copies of the board resolutions of the Purchaser approving the acquisition of the Sale Shares, the execution of this Agreement and the completion of this Agreement and the transactions contemplated thereby; and 4.3.3 deliver to the Vendor a duly executed counterpart Deed of Assignment of Debt. 4.4 As soon as practicable after Completion the Purchaser shall present the instruments of transfer together with the share certificates in respect of the Sale Shares to the Company for registration of the transfer. 4.5 All the transactions described in Clauses 4.2 and 4.3 above shall take place at the same time, so that in default of the performance of any such transactions by one party, the other party shall not be obliged to complete the sale and purchase aforesaid (without prejudice to any further legal remedies).

Completion. 4.1 10.1 Completion shall take place forthwith on execution and exchange of this Agreement at the offices of Maxwell Batley 27 Chancery Lane London WC2. 4.2 Upon Completio▇ Wikborg Rein Advokatfirma AS. at Dronning ▇▇▇▇▇ ▇▇▇▇ ▇▇, ▇▇▇▇, ▇▇▇▇▇▇ ▇h▇▇▇ within ten Business Days after the Completion Conditions are satisfied. 10.2 At Completion, the Seller shall:- ▇.▇.▇ ▇eliver (a) deliver to the Purchaser duly completed and signed transfers Company a notice of its intention to transfer the shares in the Company; (b) deliver to the Buyer evidence of the Sale authority of the individual completing the Agreement on behalf of the Seller, as well as a board resolution and shareholder resolution of the Seller approving the Transaction; (c) deliver to the Buyer a copy of duly signed minutes from a board meeting in the Company approving the transfer of the Shares to the Buyer; (d) deliver to the Buyer a copy of the Novation Agreement executed by the registered holders thereof Seller and the Company; (e) deliver to the Buyer a copy of the share transfer deed in form SH-4 executed by the Seller; (f) deliver to the Buyer and the Company a copy of Form 4 executed by the Seller; (g) deliver share certificates or letter of allotment (as applicable) for the Shares to the Company; (h) procure that share certificates for the Shares are issued by the Company in favour of the Purchaser (or as it may direct) together with the respective bought/sold notes and original share certificates in relation to the Sale Shares together with a letter of confirmation that any existing trust between the Vendor and Hunt (UK) is cancelledBuyer; 4.2.2 cause a board meeting of ▇▇▇ Company to be held at which (inter alia) the existing directors of the Company shall :- (i) approve procure that SH-4 and Form 4 to be duly stamped as required by Indian law; (j) procure that the registration Shares are transferred to the Buyer, free and clear of any Encumbrances; (k) deliver to the Buyer a copy of the Purchaser Company’s shareholder register showing that the Buyer has been registered as the owner of the Shares, free and or its nominee clear of any Encumbrances; (l) deliver to the Buyer letters of resignation from each of the board members of the Company confirming that they resign from their respective offices with effect from Completion and that they waive any right to any fees and other claims that they may have against the Company in their capacity as members of the Company in respect of the Sale Shares subject to the production of duly stamped instruments of transferboard at such time; (ii) revoke all existing mandates for the operation of all the bank accounts of the Company and issue new mandates giving authority to persons nominated by the Purchaser provided that the Purchaser shall give at least 3 Business Days' advance notice of this in writing to the Vendor; (iii) appoint such persons as the Purchaser may nominate to be validly appointed as additional directors of the Company and upon such appointment forthwith cause all the existing directors of the Company to retire from their respective offices and resign as employees each delivering to the Purchaser a letter under seal in agreed terms acknowledging that the person so retiring and resigning has no entitlement to claim compensation for wrongful dismissal or unfair dismissal or to payment for redundancy or in respect of any other moneys or benefits due to him from the Company arising out of or in connection with his employment and/or its termination; (iv) [deleted] (vm) deliver to the Purchaser a counterpart Deed of Assignment of Debt duly executed by Hunt (UK) and Hunt (NL) together with a let▇▇▇ of acknowl▇▇▇▇ment Buyer documentation satisfactory to the Deed of Assignment of Debt signed by Buyer evidencing (i) that the Company. 4.3 Upon Completion the Purchaser shall :- 4.3.1 effect a telegraphic transfer creditor rights under any Approved Shareholder Loan has been transferred to the Vendor Buyer from the relevant Approved Shareholder Creditor and (ii) that the Company has been notified of HK$2,102,800 being the aggregate amount and approved such transfer of the Share Price and the first instalment of the Debt Price as set out in the Deed of Assignment of Debt;creditor rights under such Approved Shareholder Loan; and 4.3.2 (n) deliver to the Vendor certified true copies Buyer evidence of the board resolutions authority of the Purchaser individual completing documentation in paragraph (m) above on behalf of the Approved Shareholder Creditor, as well as a board resolution and shareholder resolution of the Approved Shareholder Creditor approving the acquisition transfer of the Sale Shares, creditor rights under the execution of this Agreement and the completion of this Agreement and the transactions contemplated thereby; and 4.3.3 deliver to the Vendor a duly executed counterpart Deed of Assignment of DebtApproved Shareholder Loan. 4.4 As soon as practicable after Completion the Purchaser shall present the instruments of transfer together with the share certificates in respect of the Sale Shares to the Company for registration of the transfer. 4.5 All the transactions described in Clauses 4.2 and 4.3 above shall take place at the same time, so that in default of the performance of any such transactions by one party, the other party shall not be obliged to complete the sale and purchase aforesaid (without prejudice to any further legal remedies).

Completion. 4.1 7.1 Completion shall take place forthwith on execution and exchange of this Agreement at the offices of Maxwell Batley 27 Chancery Lane London WC2.the Seller’s Solicitors or at such other place as the parties may agree on the Completion Date when all of the following business shall be transacted: 4.2 Upon Completio7.1.1 the Seller shall deliver to the Buyer (or, in the case of the items described in clause 7.1.1(g), 7.1.1(h) and 7.1.1(q), make available at the Company’s registered office): (a) certified copies of the minutes recording the resolution of the board of directors of the Seller authorising the sale of the Sale Share and the other transactions contemplated by this Agreement; (b) a transfer in respect of the Sale Share duly executed and completed in favour of the Buyer (or any person the Buyer nominates for this purpose), together with the certificate for the Sale Share and the duly executed power of attorney or other authority under which the transfer has been executed; (c) irrevocable powers of attorney in the agreed form executed by each of the registered holders of the Sale Share in favour of the Buyer to enable the Buyer to exercise all voting and other rights attaching to the Sale Share pending registration of the transfer to the Buyer or its nominee; (d) written resignations (expressed to take effect from the end of the board meeting of the relevant Group Company from ▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇ ▇h▇▇▇ :- ▇.▇.▇ ▇eliver to the Purchaser duly completed and signed transfers of the Sale Shares by the registered holders thereof in favour of the Purchaser (or as it may direct) together with the respective bought/sold notes and original share certificates in relation to the Sale Shares together with a letter of confirmation that any existing trust between the Vendor and Hunt (UK) is cancelled; 4.2.2 cause a board meeting of ▇▇▇ Company to be held at which (inter alia) the existing directors of the Company shall :- (i) approve the registration of the Purchaser and or its nominee as members of the Company in respect of the Sale Shares subject to the production of duly stamped instruments of transfer; (ii) revoke all existing mandates for the operation of all the bank accounts of the Company and issue new mandates giving authority to persons nominated by the Purchaser provided that the Purchaser shall give at least 3 Business Days' advance notice of this in writing to the Vendor; (iii) appoint such persons as the Purchaser may nominate to be validly appointed as additional directors of the Company and upon such appointment forthwith cause all the existing directors of the Company to retire each Group Company, resigning from their respective offices and resign employments, in each case executed as employees deeds in the agreed form; (e) a notice of immediate resignation from the auditor of each delivering Group Company, complying in all respects with the requirements of sections 516 and 519 CA 2006 and containing a statement that there are no circumstances connected with the auditor ceasing to hold office that it considers should be brought to the Purchaser attention of the members or creditors of the relevant company, accompanied by a letter under written confirmation that such auditors have no claims for unpaid fees or expenses; (f) duly executed transfers (in favour of such person or persons as the Buyer may direct or have directed) of all shares in the Subsidiaries not registered in the name of any Group Company, together with the certificates for those shares; (g) (as agents for each Group Company) all its statutory and minute books, its common seal (if any), certificate of incorporation, any certificate or certificates of incorporation on change of name and other documents and records including copies of its memorandum and articles of association; (h) the deeds and documents of title relating to the Properties; (i) (if not already delivered) the duly executed Disclosure Letter and accompanying disclosure bundles; (j) (if not already delivered) the duly executed Taxation Deed; (k) evidence in agreed terms acknowledging a form satisfactory to the Buyer (acting reasonably and in good faith) that the person so retiring and resigning has no entitlement to claim compensation for wrongful dismissal or unfair dismissal or to payment for redundancy or all Guarantees given by any Group Company in respect of liabilities of the Seller and any other moneys or benefits due Seller’s Connected Person have been released; (l) the Transitional Services Agreement duly executed by the Seller and the Company; (m) evidence satisfactory to him from the Buyer (acting reasonably and in good faith) of the capacity and authority of each person executing a document referred to in this clause on the Seller’s behalf; (n) releases in a form acceptable to the Seller and the Buyer (each acting reasonably and in good faith) of all obligations of a Group Company arising out of under or in connection with his employment and/or its terminationfinance facilities and all mortgages, charges, and debentures granted by a Group Company, properly executed by the facility provider or chargee, together with related declarations of satisfaction (Forms 403a) sworn by a director of the relevant Group Company; (ivo) [deleted] (v) deliver to the Purchaser a counterpart Deed of Assignment of Debt ICC2L Addendum duly executed by Hunt (UK) the Seller and Hunt (NL) together with a let▇▇▇ of acknowl▇▇▇▇ment to the Deed of Assignment of Debt signed by the Company. 4.3 Upon Completion the Purchaser shall :- 4.3.1 effect a telegraphic transfer to the Vendor of HK$2,102,800 being the aggregate amount of the Share Price and the first instalment of the Debt Price as set out in the Deed of Assignment of DebtImagine Corporate Capital 2 Limited; 4.3.2 deliver to (p) the Vendor certified true Ancillary Costs and Services Agreement executed by (1) the Seller and (2) Imagine Syndicate Management Limited; (q) copies of the board resolutions of GP Data in the Purchaser approving the acquisition of the Sale Shares, the execution of this Agreement form and the completion of this Agreement and the transactions contemplated thereby; and 4.3.3 deliver to the Vendor a duly executed counterpart Deed of Assignment of Debtmethod determined in accordance with clause 5.11. 4.4 As soon 7.1.2 the Seller shall procure (so far as practicable after Completion they are able) that the Purchaser shall present the instruments of transfer together with the share certificates mentioned in respect of the Sale Shares to the Company for registration of the transfer. 4.5 All the transactions described in Clauses 4.2 and 4.3 above shall take place at the same time, so that in default of the performance of any such transactions by one party, the other party shall not be obliged to complete the sale and purchase aforesaid (without prejudice to any further legal remedies).clause 7.1.1

Completion. 4.1 5.1 Completion shall take place forthwith on execution and exchange of this Agreement at the offices of Maxwell Batley 27 Chancery Lane London WC2the Purchaser's Solicitors on the earlier of (i) the second Business Day following the date when all of the Conditions shall have been fulfilled or waived, and (ii) September 3, 1999. 4.2 Upon Completio▇ ▇▇▇ ▇▇▇▇▇▇ ▇h▇▇▇ :- ▇.▇.▇ ▇eliver 5.2 On Completion the Principal Management Employees and/or each Group Company, insofar as it is within their power to do, shall deliver to or, if the Purchaser shall so agree, make available to the Purchaser Purchaser:- (a) transfers in common form relating to all the Shares duly completed and signed transfers of the Sale Shares by the registered holders thereof executed in favour of the Purchaser (or as it may direct) together with the respective bought/sold notes and original share certificates in relation relating to the Sale Shares together with a letter of confirmation that any existing trust between the Vendor and Hunt (UK) is cancelledShares; 4.2.2 cause a board meeting (b) [deliberately left blank]; (c) waivers and releases, in each case duly executed in the agreed form to discharge the Company's obligations under or pursuant to (i) the Investment Agreement, (ii) the Bank Agreement, (iii) any option, right or warrant or other instrument convertible into or exchangeable for share capital of the Company, including without limitation those held by the Principal Management Employees, and (iv) any other waivers or consents by the Principal Management Employees or by any Group Company or other persons which the Purchaser has specified prior to Completion so as to enable the Purchaser or its nominees to be registered as the holders of the Shares free of any Encumbrance; (d) resignations in the form to be agreed duly executed as deeds of all the directors and the secretary of any Group Company (other than ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇) from their offices as director or secretary of, and their employment with, any Group Company; (e) confirmations executed as deeds of all the Principal Management Employees confirming that they do not have, and will not have, any claims (whether statutory, contractual or otherwise) against any Group Company at or following the Completion, including without limitation, confirmation executed as deeds of all the directors and Principal Management Employees and the secretary of each Group Company confirming that they have no claims (whether statutory, contractual or otherwise) against any Group Company for compensation for loss of office or termination of employment or for unpaid remuneration or otherwise together with delivery to be held at which the Purchaser of all property of any Group Company in their possession or under their control; (inter aliaf) service agreements duly executed as deeds, in each case, between the Company and the Principal Management Employees in the agreed terms; (g) the existing directors written resignations of the auditors of each Group Company shall :-containing an acknowledgment that they have no claim against any Group Company for compensation for loss of office, except for professional fees accrued up to the date of Completion or otherwise and a statement under section 394(1) of the Companies ▇▇▇ ▇▇▇▇; or written confirmation from the auditors of each Group Company confirming that were they to resign at Completion they would have no claim against any Group Company for compensation for loss of office, professional fees (except for professional fees accrued up to the date of Completion) or otherwise and a statement of any matters they believe should be brought to the attention of the members or creditors of any Group Company, or if they consider that there are no such matters a statement that there are none; (h) the common seals, certificates of incorporation and statutory books, share certificate books and cheque books of each Group Company; (i) approve the registration of the Purchaser and or its nominee as members of the Company in respect of the Sale Shares subject to the production extent not in the possession or under the control of duly stamped instruments any Group Company, all books of transferaccount or references as to customers and/or suppliers and other records and all insurance policies in any way relating to or concerning the businesses of any Group Company; (iij) revoke to the extent not in the possession or under the control of any Group Company, all existing mandates for licences, consents, permits and authorisations obtained by or issued to any Group Company or any other person in connection with the operation business carried on by any of all the bank accounts them and such contracts, deeds or other documents (including assignments of the Company and issue new mandates giving authority to persons nominated any such licences) as shall have been required by the Purchaser provided that the Purchaser shall give at least 3 Business Days' advance notice of this in writing Purchaser's Solicitors prior to the Vendordate hereof; (iiik) appoint share certificates relating to all of the issued shares in the capital of each of the Subsidiaries; (l) a release in the terms to be agreed duly executed as a deed, in a form satisfactory to the Purchaser, releasing each Group Company and their respective officers and employees from any liability whatsoever (actual or contingent) which may be owing to any Vendor by any Group Company except in the ordinary course of trade; and (m) such persons other documents, consents or waivers as the Purchaser may nominate to be validly appointed as additional directors of the Company and upon such appointment forthwith cause all the existing directors of the Company to retire from their respective offices and resign as employees each delivering to the Purchaser a letter under seal in agreed terms acknowledging that the person so retiring and resigning has no entitlement to claim compensation for wrongful dismissal or unfair dismissal or to payment for redundancy or in respect of any other moneys or benefits due to him from the Company arising out of or in connection with his employment and/or its termination; (iv) [deleted] (v) deliver to the Purchaser a counterpart Deed of Assignment of Debt duly executed by Hunt (UK) and Hunt (NL) together with a let▇▇▇ of acknowl▇▇▇▇ment to the Deed of Assignment of Debt signed by the Companyreasonably request. 4.3 Upon Completion the Purchaser shall :- 4.3.1 effect a telegraphic transfer to the Vendor of HK$2,102,800 being the aggregate amount of the Share Price and the first instalment of the Debt Price as set out in the Deed of Assignment of Debt; 4.3.2 deliver to the Vendor certified true copies of the board resolutions of the Purchaser approving the acquisition of the Sale Shares, the execution of this Agreement and the completion of this Agreement and the transactions contemplated thereby; and 4.3.3 deliver to the Vendor a duly executed counterpart Deed of Assignment of Debt. 4.4 As soon as practicable after Completion the Purchaser shall present the instruments of transfer together with the share certificates in respect of the Sale Shares to the Company for registration of the transfer. 4.5 All the transactions described in Clauses 4.2 and 4.3 above shall take place at the same time, so that in default of the performance of any such transactions by one party, the other party shall not be obliged to complete the sale and purchase aforesaid (without prejudice to any further legal remedies).

Completion. 4.1 Completion shall take place forthwith on execution and exchange of this Agreement at the Company’s offices of Maxwell Batley 27 Chancery Lane London WC2on the Completion Date. 4.2 Upon CompletioOn Completion the Vendor shall deliver to or, if the Purchaser shall so agree, make available to the Purchaser:- (a) transfers in the agreed form relating to all the Shares and the Venture Loans duly executed in favour of the Purchaser before a Notary Public; (b) the original of the transfer deed executed on 31 December 1998 before Spanish Notary Public ▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ pursuant to which the Vendor acquired the Shares together with the original of transfer deed executed on 25 February 1999 pursuant to which the Vendor acquired the Venture Loans and any reports or documents lodged with any relevant Spanish foreign investment authority concerning the Venture Loans; (c) resignations in the agreed terms duly executed as deeds of Mr ▇h▇▇▇ :- ▇.▇.▇ ▇eliver to the Purchaser duly completed and signed transfers of the Sale Shares by the registered holders thereof in favour of the Purchaser (or as it may direct) together with the respective bought/sold notes and original share certificates in relation to the Sale Shares together with a letter of confirmation that any existing trust between the Vendor and Hunt (UK) is cancelled; 4.2.2 cause a board meeting of ▇▇▇▇ Company to be held at which (inter alia) the existing directors and ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ from their offices as director or secretary of the Company shall :-containing a confirmation that they have no claims (whether statutory, contractual or otherwise) against the Company for compensation for loss of office or unpaid emoluments; (id) approve the Company’s Memorandum and articles of association, Register of Minutes of meetings of shareholders and directors, Register of agreements with sole shareholder, Shareholders Register, Companies House Certificate and cheque books of the Company; (e) the documents evidencing the Venture Loans, including any cancelled Loans, the Investigation Permits and all Material Agreements; (f) the Technical Data and the contents of the Data Room; (g) the Disclosure Letter duly signed for and on behalf of the Vendor; and 4.3 At or prior to Completion (and prior to the taking effect of the resignations of the directors referred to in clause 4.2(c) above) the Vendor shall procure the passing of board and/or shareholder resolutions (as the case may be) in the agreed terms of the Company approving the sale of the Shares and the Venture Loans:- (a) sanctioning for registration of the Purchaser and or its nominee as members of the Company transfers in respect of the Sale Shares subject to the production of duly stamped instruments of transferShares; (ii) revoke all existing mandates for the operation of all the bank accounts of the Company and issue new mandates giving authority to persons nominated by the Purchaser provided that the Purchaser shall give at least 3 Business Days' advance notice of this in writing to the Vendor; (iii) appoint such persons as the Purchaser may nominate to be validly appointed as additional directors of the Company and upon such appointment forthwith cause all the existing directors of the Company to retire from their respective offices and resign as employees each delivering to the Purchaser a letter under seal in agreed terms acknowledging that the person so retiring and resigning has no entitlement to claim compensation for wrongful dismissal or unfair dismissal or to payment for redundancy or in respect of any other moneys or benefits due to him from the Company arising out of or in connection with his employment and/or its termination; (iv) [deleted] (v) deliver to the Purchaser a counterpart Deed of Assignment of Debt duly executed by Hunt (UK) and Hunt (NL) together with a let▇▇▇ of acknowl▇▇▇▇ment to the Deed of Assignment of Debt signed by the Company. 4.3 Upon Completion the Purchaser shall :- 4.3.1 effect a telegraphic transfer to the Vendor of HK$2,102,800 being the aggregate amount of the Share Price and the first instalment of the Debt Price as set out in the Deed of Assignment of Debt; 4.3.2 deliver to the Vendor certified true copies of the board resolutions of the Purchaser approving the acquisition of the Sale Shares, the execution of this Agreement and the completion of this Agreement and the transactions contemplated thereby; and 4.3.3 deliver to the Vendor a duly executed counterpart Deed of Assignment of Debt. 4.4 As soon as practicable after Completion the Purchaser shall present the instruments of transfer together with the share certificates in respect of the Sale Shares to the Company for registration of the transfer. 4.5 All the transactions described in Clauses 4.2 and 4.3 above shall take place at the same time, so that in default of the performance of any such transactions by one party, the other party shall not be obliged to complete the sale and purchase aforesaid (without prejudice to any further legal remedies).

Completion. 4.1 Completion shall take place forthwith on execution and exchange of this Agreement at the offices of Maxwell Batley 27 Chancery Lane London WC2the Vendors' Solicitors on a date which is not earlier than 31 December 2004 and not later than 5 Business Days after 31 December 2004. 4.2 On Completion: (a) each Vendor will deliver to the Purchaser: (i) duly executed transfers of the Sale Shares held by him in favour of the Purchaser (or as it directs) together with any power of attorney under which such transfers have been executed; (ii) the certificates representing the Sale Shares; and (iii) any waiver, consent or other document necessary to give the Purchaser (or its nominees) full legal and beneficial ownership of the Sale Shares; and (b) each Vendor shall approve, or vote in favour of, a resolution to adopt the New Articles of Association. 4.3 Immediately upon the signing of this Agreement and on Completion, the Purchaser will deliver to the Vendors' Solicitors a legal opinion, addressed to the Vendors and the Company, in a form acceptable to the Vendors and the Company, confirming that: (a) the Purchaser is a corporation duly incorporated and validly existing under the laws of the State of Florida, U.S.A.; (b) the Purchaser has all necessary corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder and this Agreement constitutes a valid and binding obligation of the Purchaser, enforceable against it in accordance with the terms hereof; and (c) no governmental or regulatory authorisation, approval, order, consent or filing is required on the part of the Purchaser in connection with the execution, delivery and performance of this Agreement or any documents or agreements to be delivered under this Agreement. 4.4 The Vendors will use their reasonable endeavours to procure that a board meeting of the Company is held at which the directors of the Company shall resolve to: (a) register the transfers of the Sale Shares to the Purchaser or as it directs (subject to stamping); and (b) appoint such person as the Purchaser nominates as a director of the Company. 4.5 Upon Completio▇ Completion the Purchaser will pay the consideration stated in clause 3.1 by means of an electronic funds transfer to the account of the Vendors' Solicitors with National Westminster Bank PLC, City of London Office, PO Box 12258, 1 Princes Street, London EC2R 8PA, Sort Code 60-00-01 and a▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇h▇▇▇ :- ▇.▇.▇ ▇eliver to the Purchaser duly completed and signed transfers of the Sale Shares by the registered holders thereof in favour of the Purchaser (or as it may direct) together with the respective bought/sold notes and original share certificates in relation to the Sale Shares together with a letter of confirmation that any existing trust between the Vendor and Hunt (UK) is cancelled; 4.2.2 cause a board meeting of ▇▇▇ Company to be held at which (inter alia) the existing directors of the Company shall :- (i) approve the registration of the Purchaser and or its nominee as members of the Company in respect of the Sale Shares subject to the production of duly stamped instruments of transfer; (ii) revoke all existing mandates for the operation of all the bank accounts of the Company and issue new mandates giving authority to persons nominated by the Purchaser provided that the Purchaser shall give at least 3 Business Days' advance notice of this in writing to the Vendor; (iii) appoint such persons as the Purchaser may nominate to be validly appointed as additional directors of the Company and upon such appointment forthwith cause all the existing directors of the Company to retire from their respective offices and resign as employees each delivering to the Purchaser a letter under seal in agreed terms acknowledging that the person so retiring and resigning has no entitlement to claim compensation for wrongful dismissal or unfair dismissal or to payment for redundancy or in respect of any other moneys or benefits due to him from the Company arising out of or in connection with his employment and/or its termination; (iv) [deleted] (v) deliver to the Purchaser a counterpart Deed of Assignment of Debt duly executed by Hunt (UK) and Hunt (NL) together with a let▇▇▇ of acknowl▇▇▇▇ment to the Deed of Assignment of Debt signed by the Company▇▇▇. 4.3 Upon Completion the Purchaser shall :- 4.3.1 effect a telegraphic transfer to the Vendor of HK$2,102,800 being the aggregate amount of the Share Price and the first instalment of the Debt Price as set out in the Deed of Assignment of Debt; 4.3.2 deliver to the Vendor certified true copies of the board resolutions of the Purchaser approving the acquisition of the Sale Shares, the execution of this Agreement and the completion of this Agreement and the transactions contemplated thereby; and 4.3.3 deliver to the Vendor a duly executed counterpart Deed of Assignment of Debt. 4.4 As soon as practicable after Completion the Purchaser shall present the instruments of transfer together with the share certificates in respect of the Sale Shares to the Company for registration of the transfer. 4.5 All the transactions described in Clauses 4.2 and 4.3 above shall take place at the same time, so that in default of the performance of any such transactions by one party, the other party shall not be obliged to complete the sale and purchase aforesaid (without prejudice to any further legal remedies).

Completion. 4.1 Completion shall take place forthwith on execution and exchange of this Agreement at the offices of Maxwell Batley 27 Chancery Lane London WC2the Purchaser's Solicitors immediately following the signing of this Agreement or at such other place or time as the Vendor and the Purchaser may agree. 4.2 Upon CompletioAt Completion the Vendor shall procure: (a) the delivery to the Purchaser of duly completed and executed transfers of the Shares by the registered holders of the Shares in favour of the Purchaser or its nominees together with valid share certificates representing the Shares and all (if any) other documents required to give good title to the Shares; (b) the delivery to the Purchaser of powers of attorney in the agreed form duly executed by the registered holders of the Shares; (c) the delivery to the Purchaser of the Tax Covenant duly executed by the Vendor; (d) the delivery to the Purchaser of the following, each duly executed and in form and substance satisfactory to the Purchaser:- (i) a deed of release given in relation to the Company Guarantee; (ii) a deed of release by each person holding or being entitled to any Encumbrance over the Shares or any of the assets of the Company; (iii) a deed of waiver by the Vendor waiving any claim it or any of its subsidiaries or Associates may have against the Company; (iv) deeds of waiver by each co-guarantor of the Company in respect of the Company Guarantee; (e) the delivery to the Purchaser of the statutory books (duly written up to date) and the certificate(s) of incorporation of the Company; (f) the delivery to the Purchaser of all current cheque books and deposit books relating to all bank accounts of the Company; (g) the delivery to the Purchaser of all documents of title relating to the Properties; (h) the delivery to the Purchaser of copies of the minutes of the meetings of the boards of directors of the Vendor in the agreed form, authorising (in each case) the entry into of the transaction the subject of this Agreement, approving this Agreement and any other agreements or documents to be executed pursuant to or in connection with it and appointing the relevant signatory to sign this Agreement and such other agreements and documents on their behalf certified by the company secretary of the Vendor together with (in each case) confirmation, in the agreed form, from the company secretary that the authority conferred remains valid at Completion; (i) the passing of effective resolutions of the Directors resolving to register the transfers of the Shares subject only to stamping of the share transfers; (j) (at the cost of the Vendor) the convening and holding of all such meetings, the passing of all such resolutions, the execution and delivery of all such documents and the taking of all other action to the extent reasonably necessary in order to complete the transfer of title to the Shares to the Purchaser free from all Encumbrances and to enable the Purchaser to exercise and receive all rights and benefits attaching to or arising from the Shares; (k) with effect from Completion, the appointment as directors and secretary of the Company of such person or persons as the Purchaser shall have nominated and the resignation of each of the Directors (except ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇h▇▇▇, ▇▇▇▇▇▇ :- ▇.▇.▇ ▇eliver to the Purchaser duly completed and signed transfers of the Sale Shares by the registered holders thereof in favour of the Purchaser (or as it may direct) together with the respective bought/sold notes and original share certificates in relation to the Sale Shares together with a letter of confirmation that any existing trust between the Vendor and Hunt (UK) is cancelled; 4.2.2 cause a board meeting of ▇▇▇ Company to be held at which (inter alia▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇) and the existing directors secretary of the Company shall :-by delivery of a letter under seal from each such Director and the secretary resigning from his offices and from any employment he may have with the Company with effect from Completion and acknowledging that he has no claim against the Company either actual or contingent in respect of any cause matter or thing (statutory or otherwise); (il) approve the registration resignation of the Purchaser and or its nominee as members auditors of the Company (without compensation for loss of office or any other claim save for proper professional fees for services rendered in respect of the Sale Shares subject their duties as auditors prior to the production completion of duly stamped instruments the 1997 Audit) with effect from completion of transferthe 1997 Audit and the delivery of a statement by them that there are no circumstances connected with their ceasing to hold office which they consider should be brought to the attention of the members or creditors of the Company; (iim) revoke revocation of all existing mandates for authorities to the operation of all the bank accounts bankers of the Company relating to bank accounts and issue new mandates giving the grant of authority to persons nominated by the Purchaser provided that the Purchaser shall give at least 3 Business Days' advance notice of this in writing to the Vendor; (iii) appoint such persons as the Purchaser may nominate to be validly appointed as additional directors operate the same; (n) that all books, records and files of the Company are in its possession or under its control and upon where any such appointment forthwith cause all are not at the existing directors Properties that the Purchaser is given details of their whereabouts and any necessary authority to collect them; (o) the Company to retire from their respective offices and resign as employees each delivering delivery to the Purchaser of duly completed and executed transfers of all shares in the capital of Firstpoint Services Limited not registered in the name of the Company, the statutory books and common seal (if any) of Firstpoint Services Limited and certificates for all of the issued shares in Firstpoint Services Limited. 4.3 Immediately following fulfilment of all the matters referred to in Clause 4.2 the Purchaser shall: (a) procure that that part of the Consideration payable in cash on Completion is paid by bankers draft to the Vendor's Solicitors (who are hereby irrevocably authorised to receive that consideration) on behalf of the Vendor; (b) deliver to the Vendor's Solicitors a letter counterpart of the Tax Covenant duly executed by the Purchaser; (c) if requested, and at the Vendor's cost, deliver to the Vendor's Solicitors a legal opinion in a form reasonably satisfactory to the Vendor as to the validity and enforceability of the guarantee contained within Clause 11 of this Agreement and if such opinion is that such guarantee is not valid and enforceable such amendments shall be made to the guarantee as render it valid and enforceable; and (d) as agent for the Company, repay the Inter-Company Debt by bankers draft to the Vendor's Solicitors (who are hereby irrevocably authorised to receive that payment) on behalf of the Vendor and its subsidiaries and Associates. The delivery of a bankers draft to the Vendor's Solicitors shall be a full and sufficient discharge to the Purchaser for the monies payable on Completion and the Purchaser shall not be concerned to see to the application of any payment by the Purchaser under seal this Clause 4.3. 4.4 If all the provisions of Clause 4.2 are not complied with in agreed terms acknowledging full on Completion the Purchaser may: (a) defer Completion to a date not more than 28 days after the date specified in Clause 4.1 in which event the provisions of this Clause 4.4 shall apply to Completion as so deferred; or (b) proceed to Completion so far as practicable without prejudice to its rights under this Agreement or otherwise and so that any provision of Clause 4.2 which may not have been complied with at Completion shall at the person so retiring sole discretion of the Purchaser be held over to such future date or dates as the Purchaser may in its sole discretion determine; or (c) terminate this Agreement (save for Clauses 12, 13, 14 and resigning has no entitlement 20, which shall remain in full force and effect) provided that such termination shall not affect the rights and obligations of the parties which have accrued prior to claim compensation for wrongful dismissal termination and shall not limit or unfair dismissal exclude any other rights or to payment for redundancy or remedies of the Purchaser in respect of any other moneys or benefits failure by the Vendor to comply with the requirements of Clause 4.2 on the due date. 4.5 The Vendor shall use all reasonable endeavours to him from procure compliance with the provisions of Clause 4.2 on any date set for Completion in accordance with this Agreement. 4.6 The Vendor undertakes to and covenants with the Purchaser (for itself and as trustee for the Company) that if, after Completion, it is discovered that the Company arising out had on or before Completion given or undertaken any guarantees, indemnities or similar securities in respect of the obligations or liabilities of any person other than the Company and such guarantees, indemnities or similar securities were not finally and unconditionally released on or before Completion, the Vendor will fully indemnify the Purchaser and the Company and keep each of them fully indemnified on demand against all claims, demands, actions, proceedings, damages, losses, costs, expenses or liabilities suffered or incurred by the Purchaser or the Company under or in connection with his employment and/or its termination; (iv) [deleted] (v) deliver to the Purchaser a counterpart Deed of Assignment of Debt duly executed by Hunt (UK) and Hunt (NL) together with a let▇▇▇ of acknowl▇▇▇▇ment to the Deed of Assignment of Debt signed by the Companysuch guarantees, indemnities or similar obligations. 4.3 Upon Completion the Purchaser shall :- 4.3.1 effect a telegraphic transfer to the Vendor of HK$2,102,800 being the aggregate amount of the Share Price and the first instalment of the Debt Price as set out in the Deed of Assignment of Debt; 4.3.2 deliver to the Vendor certified true copies of the board resolutions of the Purchaser approving the acquisition of the Sale Shares, the execution of this Agreement and the completion of this Agreement and the transactions contemplated thereby; and 4.3.3 deliver to the Vendor a duly executed counterpart Deed of Assignment of Debt. 4.4 As soon as practicable after Completion the Purchaser shall present the instruments of transfer together with the share certificates in respect of the Sale Shares to the Company for registration of the transfer. 4.5 All the transactions described in Clauses 4.2 and 4.3 above shall take place at the same time, so that in default of the performance of any such transactions by one party, the other party shall not be obliged to complete the sale and purchase aforesaid (without prejudice to any further legal remedies).

Completion. 4.1 5.1 Completion shall take place forthwith on execution and exchange of this Agreement at the offices of Maxwell Batley 27 Chancery Lane London WC2Company’s office on the Completion Date at 5:00 p.m. (or at such other place and time as the parties may agree) when all the acts and requirement set out in this Clause 5 shall be complied with. 4.2 Upon Completio▇ ▇▇▇ ▇▇▇▇▇▇ ▇h▇▇▇ :- ▇.▇.▇ ▇eliver 5.2 On Completion, the Vendors, individually and collectively, and or the Company (as the case may be) deliver or procure the delivery to the Purchaser duly completed of all the following: (a) each Vendor delivers their respective relevant instruments of transfer and signed transfers contract notes in respect of the transfer of their respective Sale Shares duly executed by the registered holders thereof respective Vendor in favour favor of the Purchaser (or such other nominee(s) as it the Purchaser may direct) together with the respective bought/sold notes direct and original share certificates in relation such other documents as may be required to give a good and effective transfer of title to the Sale Shares together with a letter to the Purchaser or such nominee(s) and to enable the Purchaser or such nominee(s) to become the registered and beneficial holder thereof free from all Encumbrances to the Purchaser’s satisfaction; (b) each Vendor delivers their definitive share certificates in respect of confirmation their respective Sale Shares and other evidence as may be required by the Purchaser showing that any existing trust between the Vendor and Hunt (UK) is cancelledthe beneficial owner of the number of their respective Sale Shares free from all Encumbrances; 4.2.2 cause a board meeting of ▇▇▇ Company to be held at which (inter aliac) the existing directors Company delivers copies, certified as true and complete by a director of the Company, of resolutions of the shareholders meeting/board of directors approving the matters as stipulated in Clauses 5.3; (d) the Company shall delivers in respect of the Company:- (i) approve the registration of the Purchaser all statutory records and or its nominee minute books (which shall be written up to date as members of the Company in respect of the Sale Shares subject to the production of duly stamped instruments of transferat Completion), all unissued share certificates (if any) and all other statutory records then; (ii) revoke all existing mandates for the operation common seals and all rubber stamps, cheque books, cheque stubs and bank statements, receipt books, all current insurance policies, books and accounts and title deeds and evidence of ownerships to all the bank accounts of the Company assets and issue new mandates giving authority to persons nominated by the Purchaser provided that the Purchaser shall give at least 3 Business Days' advance notice of this in writing to the Vendorall current contracts and all other accounting records; (iii) appoint such persons as copies of all tax returns and assessments (receipted where the Purchaser may nominate to be validly appointed as additional directors of due dates for payment fell on or before the Company and upon such appointment forthwith cause all the existing directors of the Company to retire from their respective offices and resign as employees each delivering to the Purchaser a letter under seal in agreed terms acknowledging that the person so retiring and resigning has no entitlement to claim compensation for wrongful dismissal or unfair dismissal or to payment for redundancy or in respect of any other moneys or benefits due to him from the Company arising out of or in connection with his employment and/or its terminationCompletion Date); (iv) [deleted]execution of employment contracts in a form satisfactory to the Purchaser, at its sole discretion, for the Company’s executive management staff for a period of at least one year after the Completion Date; (v) deliver all correspondence and other documents belonging to the Company (including its constitutional documents); and provided that, if the Purchaser so agrees, delivery of all documents and records referred to in this Clause 5.2(d) shall be deemed to have been effected where they are situated in premises and shall continue to be in the sole occupation of the Company following Completion or otherwise in the custody of persons who shall remain officers and/or employees of the Company following Completion; and (e) the 2016 Accounts (which shall not have any deviation from the Accounts as contained in Schedule 3). 5.3 On Completion, the Company shall procure a counterpart Deed meeting of Assignment the shareholders/directors (as appropriate) of Debt duly executed by Hunt (UK) the Company at which such matters shall be dealt with and Hunt (NL) together with a let▇▇▇ resolved upon as the Purchaser shall require for the purposes of acknowl▇▇▇▇ment giving effect to the Deed provisions of Assignment this Agreement including: (a) approving the sale and purchase of Debt signed the Sale Shares; and (b) amending the memorandum and articles of association of the Company as may be required by the Purchaser in writing prior to the Completion. (c) issued share certificates in the name of the Purchaser or its nominee and to register the Purchaser or its nominee in the share register of the Company. 4.3 Upon Completion 5.4 Against performance of the obligations by the Vendors and or the Company (as the case may be) under Clauses 5.2 and 5.3 above, the Purchaser shall shall:- 4.3.1 effect a telegraphic transfer (a) cause to the Vendor of HK$2,102,800 being the aggregate amount be delivered to each of the Share Price and Vendors their respective Depository Trust Certificate in MGI in the first instalment name of the Debt Price as set out in respective Vendor or their respective nominee(s) for the Deed of Assignment of Debt;respective Consideration Shares; and 4.3.2 (b) deliver to the Vendor certified true copies each of the board Vendors a certified copy of the directors’ resolutions of the Purchaser approving the acquisition this Agreement, and a certified copy of the Sale Shares, directors’ resolutions of the execution of Company approving this Agreement and the completion of this Agreement and the transactions contemplated thereby; and 4.3.3 deliver to the Vendor a duly executed counterpart Deed of Assignment of DebtAgreement. 4.4 As soon 5.5 If the Vendors, individually or collectively, or the Company, as practicable after Completion the Purchaser appropriate, shall present the instruments of transfer together with the share certificates in respect of the Sale Shares fail to the Company for registration of the transfer. 4.5 All the transactions described in do anything required to be done by them under Clauses 4.2 5.2 and 4.3 above shall take place at the same time5.3, so that in default of the performance of any such transactions by one party, the other party shall not be obliged to complete the sale and purchase aforesaid (without prejudice to any further legal remediesother right or remedy available to the Purchaser, the Purchaser may: (a) defer Completion to a day not later than 14 days after the date fixed for Completion (and so that the provisions of this paragraph (a) shall apply to Completion as so deferred); or (b) proceed to Completion so far as practicable but without prejudice to the Purchaser’s rights to the extent that the Vendor shall not have complied with their obligations (c) rescind this Agreement without liability on its part. 5.6 The parties to the Agreement confirm and agree that Clauses 6 to 17 shall survive the Completion.

Completion. 4.1 Completion of the sale and purchase of the Businesses and the Assets:- 4.1.1 shall take place forthwith on execution and exchange be conditional upon the satisfaction of this Agreement at the offices of Maxwell Batley 27 Chancery Lane London WC2. 4.2 Upon Completio▇ ▇▇▇ ▇▇▇▇▇▇ ▇h▇▇▇ :- ▇.▇.▇ ▇eliver following conditions precedent to the Purchaser duly completed and signed transfers satisfaction of the Sale Shares by Purchaser and in the registered holders thereof case of Clause 4.1.1. (d) only the Vendors' Representative:- (a) no material adverse change in the Businesses and Assets having taken place prior to Completion; (b) no interdict or other legal prohibition preventing Completion taking place; (c) no litigation, arbitration or other proceeds of a similar nature having been commenced or being pending against the Vendors or any of them which would, if decided in favour of the person instituting such proceedings, be reasonably likely to have a material adverse effect on the Businesses and/or the Assets; (d) the Vendors and the Purchaser having complied with the terms of this Agreement in all material respects; (e) none of the Key Employees having left the employment of the Vendors or working any applicable notice period and no more than 15 of the Transferred Employees (not including any of the Key Employees) having left the employment of the Vendors or having given formal notice terminating their contracts of employment with any of the Vendors without appropriate replacements having been found for such -------------------------------------------------------------------------------- 62 persons (provided that the transfer of the HK Employees, Singapore Employees, Japan Employees and USAV Employees and related terminations pursuant to Clause 14 shall be excluded from the operation of this sub-Clause (e) to the extent that such employees accept the offer of employment made by the various members of the Purchaser Group pursuant to Clause 14); (f) the Purchaser being provided with updated lists of Plant and Equipment and being satisfied that any additions or deletions to the lists of Plant and Equipment are permitted in terms of Clause 4.3; (g) the Purchaser being satisfied with the transfer of the Data Suppliers Contracts, the Development Agreements and the Existing Reuters Agreement to the Purchaser (or as it may direct) together with the respective bought/sold notes and original share certificates in relation to the Sale Shares together with a letter of confirmation that any existing trust between the Vendor and Hunt (UK) is cancelledsuch transfer being conditional on Completion taking place); 4.2.2 cause a board meeting (h) none of ▇▇▇ Company to be held at which (inter alia) the existing directors of UK having refused to allow the Company shall :- Purchaser to contact any of the customers of the Businesses pursuant to Clause 4.3.9; (i) approve the registration of the Purchaser and or its nominee as members of being satisfied regarding searches in the Company appropriate registers in respect of the Sale Shares subject to the production of duly stamped instruments of transfer; (ii) revoke all existing mandates for the operation of all the bank accounts UK's ownership of the Company and issue new mandates giving authority to persons nominated by trade marks contained within the Specific IP; (j) the Purchaser provided that the Purchaser shall give at least 3 Business Days' advance notice being reasonably satisfied with enquiries of this in writing to the Vendor; (iii) appoint such persons as the Purchaser may nominate to be validly appointed as additional directors customers of the Company and upon such appointment forthwith cause all the existing directors of the Company to retire from their respective offices and resign as employees each delivering to the Purchaser a letter under seal in agreed terms acknowledging that the person so retiring and resigning has no entitlement to claim compensation for wrongful dismissal or unfair dismissal or to payment for redundancy or in respect of any other moneys or benefits due to him from the Company arising out of or in connection with his employment and/or its termination; (iv) [deleted] (v) deliver to the Purchaser a counterpart Deed of Assignment of Debt duly executed by Hunt (UK) and Hunt (NL) together with a let▇▇▇ of acknowl▇▇▇▇ment to the Deed of Assignment of Debt signed by the Company. 4.3 Upon Completion the Purchaser shall :- 4.3.1 effect a telegraphic transfer to the Vendor of HK$2,102,800 being the aggregate amount of the Share Price and the first instalment of the Debt Price Businesses as set out in the Deed of Assignment of DebtExecution SRR Schedule; 4.3.2 deliver to the Vendor certified true copies of the board resolutions of the Purchaser approving the acquisition of the Sale Shares, the execution of this Agreement and the completion of this Agreement and the transactions contemplated thereby; and 4.3.3 deliver to the Vendor a duly executed counterpart Deed of Assignment of Debt. 4.4 As soon as practicable after Completion the Purchaser shall present the instruments of transfer together with the share certificates in respect of the Sale Shares to the Company for registration of the transfer. 4.5 All the transactions described in Clauses 4.2 and 4.3 above shall take place at the same time, so that in default of the performance of any such transactions by one party, the other party shall not be obliged to complete the sale and purchase aforesaid (without prejudice to any further legal remedies).

Completion. 4.1 5.1 Completion shall take place forthwith on execution and exchange of this Agreement at the offices of Maxwell Batley 27 Chancery Lane London WC2Completion Date. 4.2 Upon Completio▇ ▇▇▇ ▇▇▇▇▇▇ ▇h▇▇▇ 5.2 At Completion the Seller shall deliver or cause to be delivered:- ▇.▇.▇ ▇eliver to the Purchaser duly completed and signed transfers (a) transfer of the Sale Shares by in such form as is necessary for the registered holders thereof in favour Buyer to acquire legal ownership of the Purchaser (or as it may direct) together with the respective bought/sold notes and original share certificates in relation to the Sale Shares together in accordance with a letter the laws of confirmation that any existing trust between the Vendor and Hunt (UK) is cancelledIceland; 4.2.2 cause a board meeting of ▇▇▇ Company to be held at which (inter aliab) the existing share registry of the Company confirming that the Buyer has been registered as the owner of the Sale Shares and that the Sale Shares are free from all Encumbrances; (c) the written resignation of all of the directors of the Company shall :-Company; (id) approve the registration a waiver of the Purchaser and any pre-emption rights or its nominee as members of the Company other restrictions on transfer which may exist in respect of the Sale Shares subject under the articles of association of the Company or otherwise, and any other document or consent necessary to enable the production Buyer to be registered as the holder of duly stamped instruments of transferthe Sale Shares; (iie) revoke all existing mandates for the operation of all the bank accounts a copy of the Company and issue new mandates giving authority to persons nominated minutes of a meeting of the board of directors of the Seller authorising the execution by the Purchaser provided Seller of this agreement and all other documents ancillary to it or the Transactions, and appointing the relevant signatory or signatories to execute this agreement and any such other documents on its behalf; and (f) a copy of the minutes of a meeting of the shareholders of the Seller authorising the Transaction and the Service Agreement in accordance with article 70.a. of the Companies Act. 5.3 On the Completion Date the Seller shall procure that the Purchaser shall give at least 3 Business Days' advance notice of this in writing to the Vendor; (iii) appoint such persons as the Purchaser may nominate to be validly appointed as additional directors of the Company and upon such appointment forthwith cause all shall hold a board meeting at which the existing directors of the Company to retire from their respective offices and resign as employees each delivering to the Purchaser a letter under seal in agreed terms acknowledging that the person so retiring and resigning has no entitlement to claim compensation for wrongful dismissal or unfair dismissal or to payment for redundancy or in respect of any other moneys or benefits due to him from the Company arising out of or in connection with his employment and/or its termination; (iv) [deleted] (v) deliver to the Purchaser a counterpart Deed of Assignment of Debt duly executed by Hunt (UK) and Hunt (NL) together with a let▇▇▇ of acknowl▇▇▇▇ment to the Deed of Assignment of Debt signed by the Company. 4.3 Upon Completion the Purchaser shall :- 4.3.1 effect a telegraphic transfer to the Vendor of HK$2,102,800 being the aggregate amount of the Share Price and the first instalment of the Debt Price as set out in the Deed of Assignment of Debt; 4.3.2 deliver to the Vendor certified true copies of the board resolutions of the Purchaser approving the acquisition of the Sale Shares, the execution of this Agreement and the completion of this Agreement and the transactions contemplated thereby; and 4.3.3 deliver to the Vendor a duly executed counterpart Deed of Assignment of Debt. 4.4 As soon as practicable after Completion the Purchaser shall present the instruments of transfer together with the share certificates in respect of the Sale Shares to the Company Buyer shall be approved for registration in the Company’s shareholder register and provide the minutes of the transfermeeting, signed by members of the board of directors, to the Buyer. 4.5 All 5.4 At Completion the transactions described in Clauses 4.2 and 4.3 above shall take place at Buyer shall: (a) pay the same timePurchase Price, so that in default by entering into an irrevocable subscription agreement with the Seller, with respect to the Convertible Bond; and (b) deliver a copy of the performance minutes of a meeting of the board of directors of the Buyer authorising the execution by the Buyer of this agreement and all other documents ancillary to it or the Transactions, the issuance of the Convertible Bond to the Seller, and appointing the relevant signatory or signatories to execute this agreement and any such transactions by one partyother documents on its behalf. 5.5 As soon as possible after Completion the Seller shall deliver to the Buyer all documents of title, records, correspondence, documents, files, memoranda and other documents relating to the other party shall Company not required to be obliged to complete the sale and purchase aforesaid (without prejudice to any further legal remedies)delivered at Completion which are in its possession.

Completion. 4.1 Completion Subject to the provisions in Clause 2 hereof, completion of the sale and purchase of the Sale Shares shall take place forthwith on execution and exchange of this Agreement at the offices of Maxwell Batley 27 Chancery Lane London WC2. 4.2 Upon Completio▇ Arculli Fong & Ng (the "PURCHASER'S SOLICITORS"), the Solicitors for the Purchaser, at ▇▇▇ ▇▇▇▇▇▇ ▇h▇▇▇ ▇▇▇▇▇, Central, Hong Kong or any other place as the Parties may agree at 5:00 p.m. on a Friday of the week immediately following the week when the Approval is granted by the SFC, when the following business shall simultaneously be transacted :- ▇.▇.▇ ▇eliver (a) the Purchaser shall deliver to the Vendor the following :- (i) a solicitor's cheque for payment of the balance of the Consideration and the Vendor's Solicitors will release the Deposit to the Vendor; and (ii) a certified copy of each of the minutes of the board of directors of the Purchaser and the Guarantor approving this Agreement and authorizing/confirming the authorization of an authorised person for signing of this Agreement and (for the Purchaser) the bought note and the instrument of transfer and any other incidental documents hereof; (b) the Vendor shall deliver to the Purchaser duly completed the following :- (i) sold notes and signed transfers instrument of the Sale Shares by the registered holders thereof transfer in favour of the Purchaser (or as it may direct) together in respect of the Sale Shares all executed by the Vendor in accordance with the respective bought/sold notes and Stamp Duty Ordinance; (ii) original share certificates certificate(s) or re-issued share certificate(s) in relation respect of the Sale Shares; (iii) such other documents as may be reasonably required to give a good and effective transfer of title to the Sale Shares together with to the Purchaser and to enable them to become the registered holders thereof; (iv) a letter cheque drawn in favour of confirmation that any existing trust between the Government of the Hong Kong Special Administrative Region for an amount equivalent to the stamp duty payable under the Stamp Duty Ordinance in respect of the sold notes in respect of the Sale Shares; (v) a certified copy of the minutes of the board of directors of the Vendor (if the Vendor is a corporate) approving the sale of the Sale Shares and Hunt (UK) is cancelledauthorizing/confirming the authorization of an authorised person for signing of this Agreement and the sold note and the instrument of transfer and any other incidental documents hereof; 4.2.2 (vi) to the extent that the same are not already in the possession of the Company or its agents, the certificate of incorporation, business registration certificate, common seal of the Company, all copies of memorandum and articles of association of the Company, the statutory books of the Company duly made up to date, any unissued share certificates, all current insurance policies, books and accounts and other records, cheque books, title deeds and evidence of ownership to all assets of the Company and all current contracts; (vii) an original of the Disclosure Letter duly executed by the Vendor in the form identical to that attached as Schedule 3 hereto or with lesser disclosures; (c) the Vendor shall cause a board meeting of ▇▇▇ the board of directors of the Company to be held at which (inter alia) the existing directors of the Company resolutions shall be passed to :- (i) approve the registration transfer of the Sale Shares; (ii) register (subject to stamping) the transfer of the Sale Shares referred to above and to issue new certificate(s) for the Sale Shares in the name(s) of the Purchaser; (iii) appoint one person as the Purchaser and or its nominee may nominate as members the Chairman of the Company and such person(s) as the Purchaser may nominate as director(s) of the Company and (subject to the approval of the SFC) one person as the Purchaser may nominate as the Responsible Officer of the Company all to take effect from the close of business of the said meeting if so required by the Purchaser; and (iv) amend all banking authorisations, instructions and mandates of the Company in such manner as the Purchaser may direct; (d) the Purchaser shall :- (i) produce for inspection by the Vendor the bought notes in respect of the Sale Shares subject to executed by the production of duly stamped instruments of transfer;Purchaser in compliance with the Stamp Duty Ordinance; and (ii) revoke all existing mandates for procure the operation of all the bank accounts stamping of the Company bought and issue new mandates giving authority to persons nominated by sold notes and the Purchaser provided that the Purchaser shall give at least 3 Business Days' advance notice instrument of this in writing to the Vendor; (iii) appoint such persons as the Purchaser may nominate to be validly appointed as additional directors of the Company and upon such appointment forthwith cause all the existing directors of the Company to retire from their respective offices and resign as employees each delivering to the Purchaser a letter under seal in agreed terms acknowledging that the person so retiring and resigning has no entitlement to claim compensation for wrongful dismissal or unfair dismissal or to payment for redundancy or transfer in respect of any other moneys or benefits due to him from the Company arising out of or in connection with his employment and/or its termination; (iv) [deleted] (v) deliver to the Purchaser a counterpart Deed of Assignment of Debt duly executed by Hunt (UK) and Hunt (NL) together with a let▇▇▇ of acknowl▇▇▇▇ment to the Deed of Assignment of Debt signed by the Company. 4.3 Upon Completion the Purchaser shall :- 4.3.1 effect a telegraphic transfer to the Vendor of HK$2,102,800 being the aggregate amount of the Share Price and the first instalment of the Debt Price as set out in the Deed of Assignment of Debt; 4.3.2 deliver to the Vendor certified true copies of the board resolutions of the Purchaser approving the acquisition of the Sale Shares, the execution of this Agreement and the completion of this Agreement and the transactions contemplated thereby; and 4.3.3 deliver to the Vendor a duly executed counterpart Deed of Assignment of Debt. 4.4 As Shares as soon as practicable after Completion the Purchaser shall thereafter and present the instruments said instrument of transfer together with the share certificates certificate(s) in respect of the Sale Shares to the Company for registration of the transfer. 4.5 All the 4.2 The transactions described in Clauses 4.2 and 4.3 above Clause 4.1 hereof shall take place at the same time, so that in default of the performance of any such transactions by one partya Party, the other party Party shall not be obliged to complete the sale and purchase aforesaid (without prejudice to any further legal remedies)aforesaid. 4.3 Immediately after Completion, the Purchaser and Yayeka shall enter into an option agreement in the form and substance as set out in Schedule 4 hereto.

Completion. 4.1 Completion shall take place forthwith on execution and exchange of this Agreement at the offices of Maxwell Batley 27 Chancery Lane London WC2the Buyer's Solicitors on the Completion Date upon the execution hereof. 4.2 Upon Completio▇ ▇▇▇ ▇▇▇▇▇▇ ▇h▇▇▇ :- ▇.▇.▇ ▇eliver At Completion the Seller shall deliver or procure to be delivered to the Purchaser duly completed and signed transfers of Buyer those items set out in Schedule 2. 4.3 The Seller shall procure that the Sale Shares by the registered holders thereof in favour of the Purchaser (or as it may direct) together with the respective bought/sold notes and original share certificates in relation to the Sale Shares together with a letter of confirmation that any existing trust between the Vendor and Hunt (UK) is cancelled; 4.2.2 cause a board meeting of ▇▇▇ Company to be held at which (inter alia) the existing directors of the Company shall convene and at Completion hold a meeting of the board of directors of the Company at which the directors shall:- (ia) approve vote in favour of the registration of the Purchaser Buyer and or its nominee nominee(s) as members member(s) of the Company in respect of the Sale Shares (subject to the production of duly stamped instruments of transfertransfers); (iib) revoke all existing mandates for the operation of all the bank accounts of the Company and issue new mandates giving authority to persons nominated by the Purchaser provided that the Purchaser shall give at least 3 Business Days' advance notice of this in writing to the VendorBuyer; (iiic) change the registered office of the Company to such place as is nominated by the Buyer; (d) appoint such persons as the Purchaser Buyer may nominate as directors, secretary and auditors of the Company with immediate effect and approve the resignations of such persons as directors, secretary and auditors as may be required by the Buyer; (e) approve and authorise the execution by the Company of the Tax Deed; and (f) approve and authorise the execution by the Company of the Trade ▇▇▇▇ Licence. 4.4 The Seller shall procure at Completion: (a) the waiver and release of all debts owed by the Company (whether then due for payment or not) to the Seller and Brightpoint, Inc. or its Affiliates; (b) the discharge of all monies owing to the Company (whether then due for payment or not) by the Seller or any director of the Company or by any of them or any Connected Person; and (c) the release of any and all guarantees or indemnities or security given by the Company for or on behalf of the Seller or for or on behalf of any director of the Company or for or on behalf of any of them or any Connected Person. 4.5 The Seller shall: (a) assign and/or deliver to the Company any asset whatever (including bank balances, agencies or appointments) in its name or in the name of a company or companies controlled by it which is required to carry on the Business of the Company as it was carried on immediately prior to Completion; and (b) irrevocably waive any claims against the Company, its agents, or employees which it may have outstanding at Completion but, for the avoidance of doubt, this shall be validly appointed as additional directors without prejudice to any claim the Seller may have against the Buyer pursuant to this Agreement or other agreements entered into pursuant to this Agreement. 4.6 At Completion the Buyer shall deliver to the Seller: (a) the Consideration by way of wire transfer to a bank account nominated by the Seller; (b) the Tax Deed duly executed by the Buyer; (c) certified copies of or extracts from the board minutes of the Buyer approving the entry into and execution, delivery and performance of the obligations contained in this Agreement and other agreements contemplated hereby; (d) the Lease Guarantee, Rent Deposit and Indemnity Agreement duly executed by the Buyer and ▇▇▇▇▇ ▇▇▇▇▇▇; and (e) a release, in a form reasonably satisfactory to the Seller, of the Nokia Guarantee. 4.7 At Completion, each of the parties thereto shall enter into the Tax Deed. 4.8 Prior to registration of stock transfer forms in respect of the Shares in the register of shareholders of the Company and upon such appointment forthwith cause all after Completion, the existing directors Seller shall co-operate in any manner reasonably required by the Buyer for the convening, holding at short notice and conduct of general meetings of the Company Company, shall execute on a timely basis all proxy forms, appointments of representatives, documents of consent to retire from their respective offices short notice and resign as employees each delivering to the Purchaser a letter under seal in agreed terms acknowledging such like that the person so retiring Buyer may reasonably require, and resigning has no entitlement to claim compensation for wrongful dismissal or unfair dismissal or to payment for redundancy or shall generally act in respect of any other moneys or benefits due to him from all respects as the Company arising out of or in connection with his employment and/or its termination; (iv) [deleted] (v) deliver to nominee and at the Purchaser a counterpart Deed of Assignment of Debt duly executed by Hunt (UK) and Hunt (NL) together with a let▇▇▇ of acknowl▇▇▇▇ment to the Deed of Assignment of Debt signed by the Company. 4.3 Upon Completion the Purchaser shall :- 4.3.1 effect a telegraphic transfer to the Vendor of HK$2,102,800 being the aggregate amount direction of the Share Price and the first instalment of the Debt Price as set out in the Deed of Assignment of Debt; 4.3.2 deliver to the Vendor certified true copies of the board resolutions of the Purchaser approving the acquisition of the Sale Shares, the execution of this Agreement and the completion of this Agreement and the transactions contemplated thereby; and 4.3.3 deliver to the Vendor a duly executed counterpart Deed of Assignment of Debt. 4.4 As soon as practicable after Completion the Purchaser shall present the instruments of transfer together with the share certificates Buyer in respect of the Sale Shares sold by them and all rights and interests attaching thereto and shall issue letters of direction to the Company for registration registered holders of any of the transfer. 4.5 All Shares who hold such shares as their nominee requiring them to act on the transactions described in Clauses 4.2 and 4.3 above shall take place at the same time, so that in default reasonable instructions of the performance of any such transactions by one partyBuyer for the aforesaid purposes, but the other party Seller shall not be obliged required to complete incur any expenditure in performing its obligations under this clause 4.8. 4.9 On and with effect from Completion, the sale Seller shall: (a) and purchase aforesaid hereby appoints the Buyer to be its attorney to exercise all rights attaching to the Shares or exercisable by the Seller in its capacity as a member of the Company. The powers exercisable by the Buyer will include the power to execute, deliver and do all deeds, instruments and acts in the Seller's name and on the Seller's behalf in pursuance of the foregoing; (b) not exercise any rights attaching to the Shares or exercisable by the Seller in its capacity as a member of the Company or appoint any other person to exercise such rights, other than at the written request of the Buyer; (c) receive and hold in trust for the Buyer any dividends, securities or notices, documents or other communications which may be received by the Seller from the Company or any third party in respect of the Shares or in the Seller's capacity as a member of the Company. Without prejudice to the generality of the obligations imposed by the foregoing, the Seller undertakes and agrees to promptly procure the forwarding to the Buyer of all such benefits, notices, documents and communications and to account to the Buyer for all benefits arising from the Shares registered in the Seller's name and/or from the Seller's capacity as a member of the Company; and (d) on the written request of the Buyer, ratify all lawful deeds, instruments and acts exercised by the Buyer in pursuance of this power; and (e) acknowledge that in acting under the power or powers set out in this Power of Attorney the Buyer may act by its secretary or any director or person acting pursuant to authority conferred by the Buyer's board of directors or any director. The power or powers and undertakings set out in this clause 4.9 will cease to have effect when the Seller ceases to be a member of the Company, but without prejudice to any further legal remedies)power exercised prior to that date. 4.10 The Buyer shall, within five Business Days of Completion, give to the Company such notice as is required by section 53 of the Companies Act, 1990.

Completion. 4.1 (1) Completion shall take place forthwith on execution and exchange of this Agreement at the offices of Maxwell Batley 27 Chancery Lane London WC2. 4.2 Upon Completio▇ of. ACL Asia Ltd., Two ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇h▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ immediately after the signature of this agreement (2) At completion the Seller shall procure:- ▇.▇.▇ ▇eliver (a) the delivery to the Purchaser of: (i) duly completed executed transfers and signed transfers of the Sale Shares by the registered holders thereof bought and sold notes in favour of the Purchaser (or as it may direct) together with the respective bought/sold notes and original share certificates in relation to the Sale Shares together with a letter of confirmation that any existing trust between the Vendor and Hunt (UK) is cancelled; 4.2.2 cause a board meeting of ▇▇▇ Company to be held at which (inter alia) the existing directors of the Company shall :- (i) approve the registration of the Purchaser and or its nominee as members nominee(s) of all the Company in respect of the Sale Brewing Shares subject to the production of duly stamped instruments of transferand SCB Shares; (ii) revoke all existing mandates for the operation of all share certificates representing the bank accounts of the Company Brewing Shares and issue new mandates giving authority to persons nominated by the Purchaser provided that the Purchaser shall give at least 3 Business Days' advance notice of this SCB Shares (or an express indemnity in writing a form satisfactory to the Vendorpurchaser in the case of any found to be missing); (iii) appoint the certificate of incorporation, common seal, minute books, statutory registers and share certificate books of Brewing and SCB; (iv) the resignations of all the directors and the secretary of Brewing and SCB, in each case acknowledging under seal that he has no claim against Brewing or SCB whether for loss of office or otherwise; (v) execution copies of the Distribution Agreements duly executed by the seller; (vi) an execution copy of the Options Agreement duly signed by the Seller; (vii) confirmation from the landlord of the Premises, in a form acceptable to the Purchaser, that the existing tenancy shall remain in place following change of ownership of Brewing and SCB; (viii) new contracts of employment, on terms approved by the Purchaser, that have been entered into with the senior management (as defined by the parties) Brewing and SCB; and (ix) confirmation that all sums have been paid in relation to the balance of the purchase price and shipping cost of the bottler, labeler and pasteurizer and a shipping date has been agreed. (b) that a Board Meeting of Brewing and SCB is held at which it is resolved that: (i) such persons as the Purchaser may nominate to be validly nominates are appointed as additional directors and the secretary of Brewing and SCB; (ii) the transfers referred to in paragraph (a) are approved for registration; and (iii) Brewing's and SCB's bank mandates are revised in such manner as the Purchaser requires. (c) an acknowledgment of the Company and upon such appointment forthwith cause all the existing directors assignment of the Company to retire from their respective offices and resign as employees each delivering Shareholders's Loans to the Purchaser a letter under seal in agreed terms acknowledging that the person so retiring duly signed by Brewing and resigning has no entitlement to claim compensation for wrongful dismissal or unfair dismissal or to payment for redundancy or in respect of any other moneys or benefits due to him from the Company arising out of or in connection with his employment and/or its termination;SCB. (iv3) [deleted] Upon Completion of all the matters referred to in subclause (v2) the Purchaser shall deliver to the Purchaser a counterpart Deed Seller by with transfer the consideration for the sale of Assignment the Brewing Shares and SCB Shares and the assignment of Debt duly the Shareholder's Loans pursuant to clause 3 hereof. (4) Upon Completion, the Shareholder's Loans shall be deemed to have been assigned hereby without any further act or document to be done or executed by Hunt the Seller. (UK5) If the transfers and Hunt (NL) together the bought and sold notes are signed in Hong Kong and within thirty days if they are signed outwith Hong Kong, the Purchaser shall proceed with a let▇▇▇ of acknowl▇▇▇▇ment to stamping the Deed of Assignment of Debt signed Brewing Shares and the SCB Shares. The stamp duty shall be borne equally by the Company.parties and the sum of US$1,000 shall be withheld from the sum payable as consideration pursuant to clause 3 in respect thereof 4.3 Upon (6) If for any reason the provisions of subclause (2) are not finally complied with as at the date of Completion the Purchaser shall :- 4.3.1 effect a telegraphic transfer to the Vendor of HK$2,102,800 being the aggregate amount of the Share Price may elect (in addition and the first instalment of the Debt Price as set out in the Deed of Assignment of Debt; 4.3.2 deliver to the Vendor certified true copies of the board resolutions of the Purchaser approving the acquisition of the Sale Shares, the execution of this Agreement and the completion of this Agreement and the transactions contemplated thereby; and 4.3.3 deliver to the Vendor a duly executed counterpart Deed of Assignment of Debt. 4.4 As soon as practicable after Completion the Purchaser shall present the instruments of transfer together with the share certificates in respect of the Sale Shares to the Company for registration of the transfer. 4.5 All the transactions described in Clauses 4.2 and 4.3 above shall take place at the same time, so that in default of the performance of any such transactions by one party, the other party shall not be obliged to complete the sale and purchase aforesaid (without prejudice to any further legal remediesall other rights or remedies available to it) to rescind this agreement or to fix a new date for Completion. (7) The parties hereby agree that the bottling and labeling line currently ordered will be paid for and shipped by the Seller to the purchaser in Hong Kong. The Purchaser shall be responsible for installation and commissioning, and it is agreed that the consideration in clause 3 shall be reduced by US$5,000 upon release of the final payment under clause 3 (b) (1).

Completion. 4.1 Completion 6.1 The sale and purchase of the Sale Shares shall take place forthwith on execution and exchange of this Agreement be completed at the offices of Maxwell Batley 27 Chancery Lane London WC2the Purchaser's Irish solicitors at 2.00pm on 24 August 2000 (or at such other time or place as the parties shall agree). 4.2 Upon Completio▇ 6.2 On Completion the Vendor shall deliver or cause to be delivered to the Purchaser: (a) duly executed stock transfer forms in respect of the Sale Shares together with the related share certificates (such stock transfer forms to be in favour of the Purchaser or its nominees, as the Purchaser shall direct) together with such waivers, consents, or other documents as the Purchaser may require to enable it or its nominees to be registered as the holders of the Sale Shares free from all Encumbrances and other adverse rights whatsoever; (b) an acknowledgement from the Vendor to the Purchaser and the Company executed as a deed to the effect that save in relation to remuneration or reimbursement of expenses incurred in relation to his or her employment, there is no outstanding indebtedness owing at Completion from the Company to such Vendor or to any such Vendor's Affiliate or vice versa; (c) letter of resignation from ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇h▇▇▇▇▇ :- St. ▇.▇.▇ ▇eliver to the Purchaser duly completed and signed transfers of the Sale Shares by the registered holders thereof in favour of the Purchaser (or as it may direct) together with the respective bought/sold notes and original share certificates in relation to the Sale Shares together with a letter of confirmation that any existing trust between the Vendor and Hunt (UK) is cancelled; 4.2.2 cause a board meeting of ▇▇▇ Company to be held at which (inter alia) the existing as directors of the Company shall :-Company; (id) approve the registration of the Purchaser and or its nominee as members statutory books of the Company in respect complete and accurate up to Completion and any company seal, certificates of the Sale Shares subject to the production incorporation, certificates of duly stamped instruments incorporation on change of transfer; (ii) revoke name and all existing mandates for the operation of all the bank accounts unused share certificates of the Company and issue new mandates giving authority to persons nominated all cheque books of the Company; (e) the Tax Deed duly executed by the Purchaser provided that the Purchaser shall give at least 3 Business Days' advance notice of this in writing to the Vendor; (iiif) appoint such persons as the Purchaser may nominate Disclosure Letter; (g) revised service agreements in the agreed form between the Company and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ duly executed by the parties; (h) the Escrow Agreement duly executed by the Vendor and the Vendor's Solicitors; (i) the written resignation of the auditors of the Compa (j) the title deeds and documents to be validly appointed as additional the Properties; (k) letter of non-crystallisation in the agreed form executed by NatWest Bank plc. 6.3 On Completion the Vendor shall procure the holding of a meeting of the directors of the Company and upon such appointment forthwith cause all at which the existing directors of the Company shall: (a) (subject to retire from their respective offices and resign as employees each delivering stamping) approve the transfers to the Purchaser a letter under seal in agreed terms acknowledging that the person so retiring and resigning has no entitlement to claim compensation for wrongful dismissal (or unfair dismissal or to payment for redundancy or in respect of any other moneys or benefits due to him from the Company arising out of or in connection with his employment and/or its termination; (ivnominee(s)) [deleted] (v) deliver to the Purchaser a counterpart Deed of Assignment of Debt duly executed by Hunt (UK) and Hunt (NL) together with a let▇▇▇ of acknowl▇▇▇▇ment to the Deed of Assignment of Debt signed by the Company. 4.3 Upon Completion the Purchaser shall :- 4.3.1 effect a telegraphic transfer to the Vendor of HK$2,102,800 being the aggregate amount of the Share Price and the first instalment of the Debt Price as set out in the Deed of Assignment of Debt; 4.3.2 deliver to the Vendor certified true copies of the board resolutions of the Purchaser approving the acquisition of the Sale Shares, the execution of this Agreement and the completion of this Agreement and the transactions contemplated thereby; and 4.3.3 deliver to the Vendor a duly executed counterpart Deed of Assignment of Debt. 4.4 As soon as practicable after Completion the Purchaser shall present the instruments of transfer together with the share certificates in respect of the Sale Shares to the Company for registration of the transfer. 4.5 All the transactions described in Clauses 4.2 and 4.3 above shall take place at the same time, so that in default of the performance of any such transactions by one party, the other party shall not be obliged to complete the sale and purchase aforesaid (without prejudice to any further legal remedies).;

Completion. 4.1 Completion shall take place forthwith on execution and exchange of this Agreement at the offices of Maxwell Batley 27 Chancery Lane London WC2the Purchasers' Solicitors immediately following the passing of the special resolution and extraordinary resolutions referred to in clause 2. 4.2 Upon CompletioOn Completion, the Vendors shall deliver to AHI:- (a) transfers in common form relating to the Ordinary Shares and the Deferred Shares, duly executed in favour of AHI, together with the share certificates relating thereto; (b) resignations IN THE AGREED FORM of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ Hustler and ▇▇▇▇ ▇▇▇▇▇ from their offices as director and/or secretary and any office or employment of or by the Company or the Subsidiaries; (c) the common seals, certificates of incorporation and statutory books of the Company and DSL Holdings Limited; (d) transfers relating to each share in the Subsidiaries not registered in the name of the Company or a Subsidiary, duly executed in favour of AHI or as it may direct; (e) share certificates (or the equivalent evidence of title to the relevant shares in each jurisdiction) relating to all of the issued shares of each of the Subsidiaries; (f) a deed of release IN THE AGREED FORM (releasing the Company and the Subsidiaries from any liability whatsoever (actual or contingent) which may be owing to the Institutional Vendors by the Company or any of the Subsidiaries), duly executed by each of the Institutional Vendors; (g) a Registration Rights Agreement IN THE AGREED FORM, duly executed by each of the Vendors; (h) Investment Letters IN THE AGREED FORM, duly executed by each of the Vendors; (i) a Termination Agreement IN THE AGREED FORM, duly executed by each of the Vendors and the other parties to the agreements to which it relates; (j) forms of proxy IN THE AGREED FORM, duly executed by each of the Vendors, appointing any director for the time being of AHI as the Vendors' proxy for the purposes of exercising the voting rights attaching to the Shares, with power to consent to short notice of any general meeting of the shareholders or any class thereof; (k) an Escrow Agreement IN THE AGREED FORM, duly executed by each of the Warrantors; (l) service agreements IN THE AGREED FORM, duly executed by each of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇; (m) letters IN THE AGREED FORM (amending their respective service agreements), duly executed by each of ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ Beat, ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇; and (n) a copy of the option agreement referred to at clause 4.5, duly certified as a true copy by the Management Vendors' Solicitors, and the Institutional Vendors shall deliver to AHL transfers in common form relating to the Preference Shares, duly executed in favour of AHL, together with the share certificates relating thereto. 4.3 On or prior to Completion (and in any event prior to the taking effect of the resignations of the directors referred to in paragraph (b) of clause 4.2), the Vendors shall procure the passing of board resolutions of the Company and each of the Subsidiaries:- (a) sanctioning for registration (subject where necessary to due stamping) the transfers in respect of any shares referred to in clause 4.2; (b) appointing ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ to be additional directors of the Company and ▇▇▇ ▇▇▇▇▇▇▇▇ to be an additional director of DSL Holdings Limited; and (c) appointing ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ to be secretary of each of the Subsidiaries incorporated in England and Wales. 4.4 On Completion, immediately upon compliance by the Vendors with the provisions of clauses 4.2 and 4.3:- (a) AHI shall:- (i) allot the Consideration Shares to the Vendors, in the respective proportions which the number of Ordinary Shares held by them bears to the total number of Ordinary Shares; (ii) enter the names of the Vendors in the register of members of AHI as the holders of the Consideration Shares; (iii) deliver to ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ in New York (on behalf of the Vendors) duly executed stock certificates in respect of the Consideration Shares, save as envisaged pursuant to the Escrow Agreement IN THE AGREED FORM; (iv) effect the listing of the Consideration Shares on the American Stock Exchange; (v) deliver to the Management Vendors' Solicitors and the Institutional Vendors' Solicitors (on behalf of, respectively, the Management Vendors and the Institutional Vendors):- (A) a counterpart of the Registration Rights Agreement IN THE AGREED FORM, duly executed by AHI; (B) a counterpart of the Escrow Agreement IN THE AGREED FORM, duly executed by AHI; (C) a certified copy of a duly executed Certificate of Good Standing in respect of AHI IN THE AGREED FORM; (D) a certificate (which certificate shall in the absence of manifest error be conclusive):- (I) stating the number of the Consideration Shares; and (II) attaching a print-out of Bloomberg showing the closing price of a share of common stock of par value $0.01 in the capital of AHI for the 20 consecutive trading days ended five consecutive trading days prior to 1 April 1997 (that is, ended on (and including) 24 March 1997); and (E) a copy of the lock-up letter agreement made by way of letter dated 18 January 1996 from ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ to Kanders Florida Holdings, Inc; and (vi) procure that the Company forthwith repays the Rothschild Loan; and (b) AHL shall pay to the Institutional Vendors Solicitors the sum of (pound)4,635,000, in full and final settlement of the consideration due by AHL to the Institutional Vendors for the Preference Shares, which sum shall be paid by telegraphic transfer to National Westminster Bank plc, City of London office, ▇▇ ▇▇▇ ▇▇▇▇▇, ▇ ▇h▇▇▇ :- ▇.▇.▇ ▇eliver to the Purchaser duly completed and signed transfers of the Sale Shares by the registered holders thereof in favour of the Purchaser (or as it may direct) together with the respective bought/sold notes and original share certificates in relation to the Sale Shares together with a letter of confirmation that any existing trust between the Vendor and Hunt (UK) is cancelled; 4.2.2 cause a board meeting of ▇▇▇ Company to be held at which (inter alia) the existing directors of the Company shall :- (i) approve the registration of the Purchaser and or its nominee as members of the Company in respect of the Sale Shares subject to the production of duly stamped instruments of transfer; (ii) revoke all existing mandates for the operation of all the bank accounts of the Company and issue new mandates giving authority to persons nominated by the Purchaser provided that the Purchaser shall give at least 3 Business Days' advance notice of this in writing to the Vendor; (iii) appoint such persons as the Purchaser may nominate to be validly appointed as additional directors of the Company and upon such appointment forthwith cause all the existing directors of the Company to retire from their respective offices and resign as employees each delivering to the Purchaser a letter under seal in agreed terms acknowledging that the person so retiring and resigning has no entitlement to claim compensation for wrongful dismissal or unfair dismissal or to payment for redundancy or in respect of any other moneys or benefits due to him from the Company arising out of or in connection with his employment and/or its termination; (iv) [deleted] (v) deliver to the Purchaser a counterpart Deed of Assignment of Debt duly executed by Hunt (UK) and Hunt (NL) together with a let▇▇▇ of acknowl▇▇▇▇ment to the Deed of Assignment of Debt signed by the Company▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, sort code: 60-00-01, account no: ▇▇▇▇▇▇▇▇. 4.3 Upon Completion the Purchaser shall :- 4.3.1 effect a telegraphic transfer to the Vendor of HK$2,102,800 being the aggregate amount of the Share Price and the first instalment of the Debt Price as set out in the Deed of Assignment of Debt; 4.3.2 deliver to the Vendor certified true copies of the board resolutions of the Purchaser approving the acquisition of the Sale Shares, the execution of this Agreement and the completion of this Agreement and the transactions contemplated thereby; and 4.3.3 deliver to the Vendor a duly executed counterpart Deed of Assignment of Debt. 4.4 As soon as practicable after Completion the Purchaser shall present the instruments of transfer together with the share certificates in respect of the Sale Shares to the Company for registration of the transfer. 4.5 All the transactions described in Clauses 4.2 and 4.3 above shall take place at the same time, so that in default of the performance of any such transactions by one party, the other party shall not be obliged to complete the sale and purchase aforesaid (without prejudice to any further legal remedies).

Completion. 4.1 Completion shall take place forthwith on execution immediately following signature and exchange of this Agreement at when: (a) the offices Sellers shall deliver or cause to be delivered to the Purchasers (as appropriate): (i) transfers of Maxwell Batley 27 Chancery Lane London WC2.the Shares duly completed in favour of either Marquee Inc. or Marquee UK (as appropriate) or as it may direct; 4.2 Upon Completio(ii) the share certificates representing the Shares (or an express indemnity in a form satisfactory to the Purchasers in the case of any found to be missing); (iii) all the Statutory and Minute Books of the Company and its Common Seal and the Certificates of Incorporation on Change of Names (if any); (iv) the Tax Deed duly executed by each of the Warrantors; (v) a letter of resignation (expressed to be with effect from the end of the meeting) of the Board of the Company referred to in sub-clause (d) below, from ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ resigning office as Director of the Company, executed as a deed in the agreed terms; (vi) the resignation of the auditors of the Company in accordance with section 394 of the Companies ▇▇▇ ▇▇▇▇, confirming that there are no circumstances connected with their resignation which should be brought to the notice of the members or creditors of the Company and that there are no fees due to them; (vii) the letter terminating the employment of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ as an employee of the Company; (viii) the Property Licence duly executed by ▇h▇▇▇▇ :- ▇.▇.▇ ▇eliver to the Purchaser duly completed and signed transfers of the Sale Shares by the registered holders thereof in favour of the Purchaser (or as it may direct) together with the respective bought/sold notes and original share certificates in relation to the Sale Shares together with a letter of confirmation that any existing trust between the Vendor and Hunt (UK) is cancelled; 4.2.2 cause a board meeting of ▇▇▇▇▇ and ▇▇▇ ▇. Holmes; (ix) the Service Agreement, duly executed by ▇▇▇ ▇▇▇▇▇▇; (x) the Consultancy Agreement, duly executed by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇; and (xi) the Disclosure Letter. (b) the Warrantors shall procure that all indebtedness due from any of the Warrantors or any person connected with them to the Company shall have been satisfied in full prior to the Effective Date; (c) all indebtedness due from the Company to any of the Warrantors (full particulars of which are contained in the Disclosure Letter but excluding remuneration accrued but not yet due for payment) shall have been satisfied in full without payment of interest prior to the Effective Date; (d) the Sellers shall cause a meeting of the Board of the Company to be held at which (inter alia) the existing directors of the Company shall :-Board shall:- (i) approve appoint such persons as the Purchasers may nominate as Directors and Secretary of the Company; (ii) accept the letters of resignation referred to in sub-clause (a)(v) and (a)(vi) above; (iii) vote in favour of the registration of the Purchaser and or its nominee Purchasers and/or their nominees as members of the Company in respect of the Sale Shares subject only to the production of duly stamped instruments and completed transfers in favour of the Purchasers and/or their nominees in respect of the Shares; (iv) appoint Ernst & Young as auditors; (e) the parties shall join in procuring that all existing bank mandates in force for the Company shall be altered (in such manner as the Purchasers shall at Completion require) so as (inter alia) to reflect the resignations and appointments referred to above. (f) the Purchasers shall not be obliged to complete this Agreement unless the Sellers comply fully with the requirements of paragraphs (a), (b), (d), and (e) of this Clause; 4.2 Upon completion of all the matters referred to in sub-clause 4.1 Marquee UK shall: (a) pay to the Sellers' Solicitors (whose receipt shall be a sufficient discharge therefor) the Cash Consideration by way of telegraphic transfer; (b) deliver to the Sellers' Solicitors a duly executed counterpart of the Tax Deed; (c) deliver to the Sellers' Solicitors a duly executed counterpart of the Disclosure Letter. 4.3 Upon Completion of all the matters referred to in sub-clause 4.1 Marquee Inc. shall: (a) allot the Initial Consideration Shares and issue the Loan Notes to the Sellers and deliver to the Sellers' Solicitors definitive share certificates in respect of the Initial Consideration Shares and certificates in the agreed terms in respect of the Loan Notes in the names of the Sellers; and (b) deliver to the Sellers' Solicitors a duly executed counterpart of: (i) the Tax Deed; (ii) revoke all existing mandates for the operation of all the bank accounts of the Company and issue new mandates giving authority to persons nominated by the Purchaser provided that the Purchaser shall give at least 3 Business Days' advance notice of this in writing to the VendorProperty Licence; (iii) appoint such persons the Service Agreement; (iv) the Consultancy Agreement; and (v) the Disclosure Letter; (c) the Sellers shall not be obliged to complete this Agreement unless the Purchasers have complied fully with their respective requirements of Clause 4.2 and paragraphs (a) and (b) of this Clause. 4.4 If in any respect either the Sellers or the Purchasers fail to comply with all the provisions of Clauses 4.1, 4.2 and 4.3 on the date for Completion then the other of them may: (a) defer Completion to a date not more than 28 days after the date for Completion set by this Clause 4 (and so that the provisions of this sub-clause 4.4 shall apply to Completion as so deferred); or (b) proceed to Completion as far as practicable; or (c) rescind this Agreement (without prejudice to its accrued rights and remedies). 4.5 Marquee Inc. shall procure as soon as reasonably practicable following Completion (and in any event within 7 days after Completion) the Purchaser may nominate to be validly appointed as additional directors full and unconditional release of the Company Personal Guarantees and upon such appointment forthwith cause all Marquee Inc. shall fully indemnify the existing directors of the Company to retire from their respective offices Warrantors and resign as employees each delivering to the Purchaser a letter under seal in agreed terms acknowledging that the person so retiring Struan ▇▇▇▇▇▇▇▇ and resigning has no entitlement to ▇▇▇ ▇. Holmes against any liability, loss, cost or claim compensation for wrongful dismissal or unfair dismissal or to payment for redundancy or in respect of any other moneys or benefits due to him from the Company arising out of or in connection with his employment and/or its termination; (iv) [deleted] (v) deliver to the Purchaser a counterpart Deed of Assignment of Debt duly executed by Hunt (UK) and Hunt (NL) together with a let▇▇▇ of acknowl▇▇▇▇ment to Personal Guarantees at any time after the Deed of Assignment of Debt signed by the CompanyEffective Date. 4.3 Upon Completion the Purchaser shall :- 4.3.1 effect a telegraphic transfer to the Vendor of HK$2,102,800 being the aggregate amount of the Share Price and the first instalment of the Debt Price as set out in the Deed of Assignment of Debt; 4.3.2 deliver to the Vendor certified true copies of the board resolutions of the Purchaser approving the acquisition of the Sale Shares, the execution of this Agreement and the completion of this Agreement and the transactions contemplated thereby; and 4.3.3 deliver to the Vendor a duly executed counterpart Deed of Assignment of Debt. 4.4 As soon as practicable after Completion the Purchaser shall present the instruments of transfer together with the share certificates in respect of the Sale Shares to the Company for registration of the transfer. 4.5 All the transactions described in Clauses 4.2 and 4.3 above shall take place at the same time, so that in default of the performance of any such transactions by one party, the other party shall not be obliged to complete the sale and purchase aforesaid (without prejudice to any further legal remedies).

Completion. 4.1 5.1 Subject to the provisions of Clause 4, Completion shall take place forthwith on execution and exchange of this Agreement at the offices of Maxwell Batley 27 Chancery Lane London WC2the Purchaser's Solicitors at 9.00am on the Completion Date or at such other place and time as shall be mutually agreed, where all (and not some only) of the events described in this Clause 5 shall occur. 4.2 Upon Completio▇ ▇▇▇ ▇▇▇▇▇▇ ▇h▇▇▇ :- ▇.▇.▇ ▇eliver 5.2 At Completion, the Vendor shall deliver or cause to be delivered to the Purchaser Purchaser: (a) duly completed and signed transfers executed instrument of transfer in respect of the Sale Shares by the registered holders thereof in favour of the Purchaser (or as it may directits nominees) together with accompanied by the respective bought/sold notes and original relevant share certificates in relation to respect of the Sale Shares together with a letter of confirmation that any existing trust between the Vendor and Hunt (UK) is cancelledShares; 4.2.2 cause a (b) certified true copies of the resolutions passed by the board meeting of ▇▇▇ Company to be held at which (inter alia) the existing directors of the Company shall :-Vendor in the form set out in Appendix K; (i) approve approving the registration sale of the Sale Shares to the Purchaser and or its nominee as members in the terms set out in this Agreement; and (ii) authorising the execution of the Company instrument of transfer in respect of the Sale Shares subject in favour of the Purchaser and giving authority to execute the instrument of transfer on behalf of the Vendor to the production party who executed it; and (iii) authorising the execution and delivery by the Vendor of duly stamped instruments each of transferthis Agreement, the Tenancy Agreement, the Employment Contracts, the Subcontract, the Services Agreement, the Shareholders' Agreement and the Deed of Indemnity; (c) certified true copies of the resolutions in the form set out in Appendix J passed by the board of directors of the Company: (i) approving the transfer of the Sale Shares to the Purchaser, or the transfer of all or any part of the Sale Shares to a nominee appointed by the Purchaser; (ii) revoke all approving the entering in the register of members of the Company, the name of the Purchaser or that of its nominee as holder of the Sale Shares, upon the presentation of the instrument of transfer duly stamped in accordance with the Stamp Act; and (iii) authorising the issue of the new share certificate in respect of the Sale Shares in favour of the Purchaser or such nominee of the Purchaser and the cancellation of the existing mandates share certificates for the operation Sale Shares. (d) a duly completed and executed Stamp Duty Form - PDS 6 together with the Audited Accounts of the Company; (e) such waivers or consents or other documents as may be required to give to the Purchaser good title to the Sale Shares and to enable the Purchaser or its nominees to be registered as the holders of any of the Sale Shares; (f) all the bank accounts statutory and other books and records (including financial records) duly written and updated of the Company and issue new mandates giving authority to persons nominated their respective certificate(s) of incorporation, current business registration certificate(s) (if applicable) and common seal(s) and any other papers, records and documents of the Company; (g) deeds executed by the Purchaser provided Vendor confirming that the Vendor has no claim against the Company and if there are any claims that the Vendor shall release and disclaim all their rights to such claims, which letter shall be in the form set out in Appendix B; (h) execute and deliver to the Purchaser a certificate (the "Vendor's Completion Certificate") which shall give at least 3 Business Days' advance notice be in the form set out in Appendix P, setting forth the Vendor's representations and warranties that: (i) each of the Warranties in Schedule 6 was accurate in all respects as of the date of this Agreement; (ii) each of the Warranties in writing Schedule 6 is accurate in all respects as of the Completion Date as if made on the Completion Date; (iii) each of the covenants and obligations that the Vendor is required to have complied with or performed pursuant to this Agreement at or prior to Completion has been duly complied with and performed in all respects; (iv) each of the conditions set forth in Clause 4.1 has been satisfied in all respects; and (v) the Vendor is not aware of any matter or thing which is in breach of or inconsistent with any of the Warranties in Schedule 6; (i) the Deed of Indemnity duly executed by the Vendor; (iiij) appoint the Tenancy Agreement duly executed by the Vendor and the Company; (k) the Employment Contracts duly executed by the Company and each of the Key Employees; (l) the Subcontract duly executed by the Company and the Vendor; (m) the Services Agreement duly executed by the Company and the Vendor; and (n) cause such persons as the Purchaser may nominate to be validly appointed as additional directors of the Company and upon such appointment forthwith cause all the existing directors Directors other than the Continuing Directors and the company secretary of the Company to retire resign from their respective offices and resign as employees offices, each delivering to the Purchaser a letter under seal in agreed terms addressed to the Company acknowledging that the person so retiring and resigning has no entitlement claim outstanding for compensation or otherwise against the Company, and if there are any claims, that they shall release and disclaim all their rights to claim compensation for wrongful dismissal or unfair dismissal or such claims, which letter shall be in the form set out in Appendix A; and (o) evidence that the Vendor has procured the revocation of all authorities to payment for redundancy or in respect the bankers of any other moneys or benefits due to him from the Company arising out relating to bank accounts and procure the giving of or in connection with his employment and/or its terminationauthority to such persons as the Purchaser may nominate to operate the same; (ivp) [deleted]a document signed by the Vendor confirming that at Completion the Vendor has been repaid or has discharged in full all Shareholder's Loan owed by the Company to the Vendor or vice versa. 5.3 At Completion, and upon compliance with the provisions set out in Clauses 2.2 and 5.2, the Purchaser shall: (va) deliver to the Purchaser a counterpart Deed of Assignment of Debt duly executed by Hunt Company: (UKi) and Hunt (NL) together with a let▇▇▇ of acknowl▇▇▇▇ment an unconditional application in writing for the allotment to the Deed Purchaser of Assignment 191,025 Shares at the premium of Debt signed by the Company. 4.3 Upon Completion the Purchaser shall :- 4.3.1 effect approximately RM54.55 per share for a telegraphic transfer to the Vendor of HK$2,102,800 being the aggregate total amount of the Subscription Share Price and Consideration, in the first instalment of the Debt Price as form set out in the Deed of Assignment of Debt;Appendix L; and 4.3.2 deliver to the Vendor certified true copies (ii) part of the board resolutions of Subscription Shares Consideration in the Purchaser approving the acquisition of the Sale Shares, the execution amount stated in Clause 3.3 of this Agreement and the completion of this Agreement and the transactions contemplated thereby; and 4.3.3 deliver to the Vendor a duly executed counterpart Deed of Assignment of Debt. 4.4 As soon as practicable after Completion the Purchaser shall present the instruments of transfer together with the share certificates in respect favour of the Sale Shares to Company (whose receipt shall be an absolute discharge therefor) either by bankers' draft or by telegraphic transfer into the Company for registration designated bank account of the transfer. 4.5 All the transactions described in Clauses 4.2 and 4.3 above shall take place at the same time, so that in default of the performance of any such transactions by one party, the other party shall not be obliged to complete the sale and purchase aforesaid (without prejudice to any further legal remedies).Company,

Completion. 4.1 5.1 Completion shall take place forthwith on execution and exchange of this Agreement at the offices of Maxwell Batley 27 Chancery Lane London WC2Unicom on the Completion Date at such time as the Parties may agree. 4.2 Upon Completio▇ ▇▇▇ ▇▇▇▇▇▇ ▇h▇▇▇ 5.2 At Completion, SKT shall:- ▇.▇.▇ ▇eliver to the Purchaser duly completed and signed transfers of the Sale Shares by the registered holders thereof in favour of the Purchaser (a) deliver or as it may direct) together with the respective bought/sold notes and original share certificates in relation to the Sale Shares together with a letter of confirmation that any existing trust between the Vendor and Hunt (UK) is cancelled; 4.2.2 cause a board meeting of ▇▇▇ Company procure to be held at which (inter alia) the existing directors of the Company shall delivered to Unicom:- (i) approve a copy (certified as a true copy by a director or the registration company secretary of SKT) of the Purchaser and or its nominee as members resolutions of the Company in respect board of directors of SKT authorising the Sale Shares subject execution of, and performance by, SKT of its obligations under the Transaction Documents to the production of duly stamped instruments of transferwhich it is a party; (ii) revoke all existing mandates for the operation a certificate signed by a director of SKT confirming that all the bank accounts of SKT Warranties are true and accurate and not misleading as at the Company and issue new mandates giving authority to persons nominated by the Purchaser provided that the Purchaser shall give at least 3 Business Days' advance notice date of this in writing to Agreement and as at the VendorCompletion Date; (iii) appoint such persons as the Purchaser may nominate to be validly appointed as additional directors instrument(s) of the Company transfer and upon such appointment forthwith cause all the existing directors of the Company to retire from their respective offices and resign as employees each delivering to the Purchaser a letter under seal in agreed terms acknowledging that the person so retiring and resigning has no entitlement to claim compensation for wrongful dismissal or unfair dismissal or to payment for redundancy or sold note(s) in respect of any other moneys or benefits due to him from the Company arising out Repurchase Shares duly executed by SKT in favour of or in connection with his employment and/or its termination;Unicom; and (iv) [deleted]the share certificate(s) in respect of the Repurchase Shares issued in the name of SKT; and (vb) procure its nominee on Unicom Board, Mr. Man Won Jung, to resign as a director of Unicom with effect from the Completion Date and to deliver an acknowledgement to Unicom that he does not have any claims whatsoever against Unicom for compensation for loss of office (whether contractual, statutory or otherwise), unfair dismissal, redundancy or otherwise, he has no disagreement with the Unicom Board and he is not aware of any matters in respect of his resignation that needs to be brought to the attention of the shareholders of Unicom. 5.3 At Completion, Unicom shall: (a) deliver or procure to be delivered to SKT: (i) a copy (certified as a true copy by a director or the Purchaser a counterpart Deed company secretary of Assignment of Debt duly executed by Hunt (UKUnicom) and Hunt (NL) together with a let▇▇▇ of acknowl▇▇▇▇ment to the Deed of Assignment of Debt signed by the Company. 4.3 Upon Completion the Purchaser shall :- 4.3.1 effect a telegraphic transfer to the Vendor of HK$2,102,800 being the aggregate amount of the Share Price and the first instalment of the Debt Price as set out in the Deed of Assignment of Debt; 4.3.2 deliver to the Vendor certified true copies of the board resolutions of the Purchaser approving the acquisition of the Sale Shares, Unicom Board authorising the execution of, and performance by, Unicom of its obligations under the Transaction Documents to which it is a party; and (ii) a certificate signed by a director of Unicom confirming that all the Unicom Warranties are true and accurate and not misleading as at the date of this Agreement and as at the completion of this Agreement and the transactions contemplated therebyCompletion Date; and 4.3.3 deliver (b) give irrevocable payment instructions to its bank to pay the Consideration (less the SFC Fee and the Initial Stamp Duty Amount) in immediately available funds by electronic funds transfer in HK$ to a bank account designated by SKT in writing at least three Business Days prior to the Vendor Completion Date and shall deliver or procure to be delivered to SKT a duly executed counterpart Deed copy of Assignment of Debtsuch irrevocable payment instructions. 4.4 As soon as practicable after Completion the Purchaser 5.4 Neither Party shall present the instruments of transfer together with the share certificates in respect of the Sale Shares to the Company for registration of the transfer. 4.5 All the transactions described in Clauses 4.2 and 4.3 above shall take place at the same time, so that in default of the performance of any such transactions by one party, the other party shall not be obliged to complete the sale and purchase aforesaid of any of the Repurchase Shares unless the sale and purchase of all of the Repurchase Shares is completed simultaneously. 5.5 If the provisions of Clauses 5.2 and 5.3 are not fully complied with by Unicom or SKT by or on the date set for Completion, SKT (in the case of non-compliance by Unicom) or Unicom (in the case of non-compliance by SKT) shall be entitled (in addition to and without prejudice to all other rights and remedies available to the terminating party, including the right to claim damages) by written notice to the other Party served on such date: (a) to elect to terminate this Agreement (other than the Surviving Provisions) without liability on the part of the terminating party, except in respect of any further legal remediesrights and liabilities which have accrued prior to termination or under any of the Surviving Provisions; (b) to effect Completion so far as practicable having regard to the defaults which have occurred; or (c) to fix a new date for Completion (not being more than five Business Days after the agreed date for Completion), in which case the foregoing provisions of this Clause 5 shall apply to Completion as so deferred. 5.6 Unicom shall arrange for the lodging of the instrument(s) of transfer and bought and sold notes in respect of the Repurchase Shares with the Stamp Office for stamping within the time prescribed by applicable law. 5.7 Upon completion of the stamping of the transfer of the Repurchase Shares referred to in Clause 5.6, Unicom shall cancel the Repurchase Shares and any rights attached thereto shall cease with effect from the Completion Date. By delivering the share certificate(s) in respect of the Repurchase Shares to Unicom on the Completion Date pursuant to Clause 5.2(a)(iv), SKT confirms that it irrevocably authorises Unicom to take all such actions as may be necessary or expedient for the cancellation of the Repurchase Shares and acknowledges that it shall cease to have any rights to, or interests in, the Repurchase Shares with effect from the Completion Date. 5.8 Notwithstanding anything herein to the contrary, if Completion does not take place on or before 5:00 p.m. (Hong Kong time) on 10 November 2009 (or such other time and date as the Parties may agree in writing), this Agreement (other than the Surviving Provisions) shall automatically terminate. In such event, neither Party shall have any claim of any nature under this Agreement against the other Party (except in respect of any rights and liabilities which have accrued prior to termination or under any of the Surviving Provisions).

Completion. 4.1 Upon compliance with or fulfillment of the conditions set out in Clause 3.1, Completion for the First Tranche shall take place forthwith at the principal place of business of the Company or such other place as the parties hereto shall determine on the First Tranche Completion Date at 4.00 p.m. when all (but not part only) of the following businesses shall be transacted: (a) the Company shall deliver to each of the Subscribers a certified copy of the board resolution of the Company approving and authorising the execution and exchange completion of this Agreement at Agreement, the offices Instruments and the issue of Maxwell Batley 27 Chancery Lane London WC2.the Convertible Bonds and the Certificates for the Convertible Bonds to be delivered to each of the Subscribers; 4.2 Upon Completio▇ ▇▇▇ (b) the Company shall execute the First Tranche Instrument and deliver a certified copy of the duly executed First Tranche Instrument to each of the Subscribers together with a duly executed Certificate of the First Tranche; and (c) the Subscribers shall effect payment to the Company of an amount equal to the face value of the First Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ ▇h▇▇▇ :- ▇.▇.▇ ▇eliver order issued by a licensed bank in Hong Kong for such face value and made payable to the Purchaser duly completed and signed transfers Company or such party as the Company may direct in writing. 4.2 Upon compliance with or fulfillment of the Sale Shares by the registered holders thereof in favour of the Purchaser (or as it may direct) together with the respective bought/sold notes and original share certificates in relation to the Sale Shares together with a letter of confirmation that any existing trust between the Vendor and Hunt (UK) is cancelled; 4.2.2 cause a board meeting of ▇▇▇ Company to be held at which (inter alia) the existing directors of the Company shall :- (i) approve the registration of the Purchaser and or its nominee as members of the Company in respect of the Sale Shares subject to the production of duly stamped instruments of transfer; (ii) revoke all existing mandates for the operation of all the bank accounts of the Company and issue new mandates giving authority to persons nominated by the Purchaser provided that the Purchaser shall give at least 3 Business Days' advance notice of this in writing to the Vendor; (iii) appoint such persons as the Purchaser may nominate to be validly appointed as additional directors of the Company and upon such appointment forthwith cause all the existing directors of the Company to retire from their respective offices and resign as employees each delivering to the Purchaser a letter under seal in agreed terms acknowledging that the person so retiring and resigning has no entitlement to claim compensation for wrongful dismissal or unfair dismissal or to payment for redundancy or in respect of any other moneys or benefits due to him from the Company arising out of or in connection with his employment and/or its termination; (iv) [deleted] (v) deliver to the Purchaser a counterpart Deed of Assignment of Debt duly executed by Hunt (UK) and Hunt (NL) together with a let▇▇▇ of acknowl▇▇▇▇ment to the Deed of Assignment of Debt signed by the Company. 4.3 Upon Completion the Purchaser shall :- 4.3.1 effect a telegraphic transfer to the Vendor of HK$2,102,800 being the aggregate amount of the Share Price and the first instalment of the Debt Price as conditions set out in the Deed of Assignment of Debt; 4.3.2 deliver to the Vendor certified true copies Clause 3.4, Completion of the board resolutions of the Purchaser approving the acquisition of the Sale Shares, the execution of this Agreement and the completion of this Agreement and the transactions contemplated thereby; and 4.3.3 deliver to the Vendor a duly executed counterpart Deed of Assignment of Debt. 4.4 As soon as practicable after Completion the Purchaser shall present the instruments of transfer together with the share certificates in respect of the Sale Shares to the Company for registration of the transfer. 4.5 All the transactions described in Clauses 4.2 and 4.3 above Second Tranche shall take place at the same timeprincipal place of business of the Company or such other place as the parties hereto shall determine on the Second Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted: (a) the Company shall execute the Second Tranche Instrument and deliver a certified copy of the Second Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and (b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing. 4.3 Upon compliance with or fulfillment of the conditions set out in Clause 3.7, Completion of the Third Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Third Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted: (a) the Company shall execute the Third Tranche Instrument and deliver a certified copy of the Third Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and (b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to Company or such party as the Company may direct in writing. 4.4 No party shall be obliged to complete the subscription for and the issue of each of the First Tranche, the Second Tranche and the Third Tranche or perform any obligations hereunder unless all the parties hereto comply fully with their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be). 4.5 If the Company on the one hand or the Subscribers on the other hand shall be unable to comply with any of their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be) on or before the date fixed for Completion, the party not in default may: (a) defer Completion to a date not more than 10 Business Days after the said date (and so that the provisions of this Clause 4 shall apply to Completion as so deferred); or (b) proceed to Completion so far as practicable; or (c) rescind this Agreement, without prejudice, in default of each case, to that party's rights (whether under this Agreement generally or under this Clause) to the performance of any such transactions by one party, extent that the other party shall not be obliged to complete the sale and purchase aforesaid (without prejudice to any further legal remedies)have complied with its obligations thereunder.

Completion. 4.1 30.1 Completion shall take place forthwith on execution and exchange of this Agreement at the offices of Maxwell Batley 27 Chancery Lane London WC2the Seller on the Completion Date or at such other time(s) and place(s) as the Parties may agree. 4.2 Upon Completio▇ 30.2 At Completion, the Purchaser shall: 30.2.1 Deliver to the Seller a copy of the board resolution of the board of directors of the Purchaser authorizing the execution of this Agreement (the copy of the board resolution being certified as a true copy of the original by a director of the Purchaser) together with a true copy of any relevant powers of attorney (if any) pursuant to which this Agreement is to be executed. 30.2.2 Make payment of the Debt Repayment Amount as per Clause 5 above. 30.3 At Completion, the Seller shall: 30.3.1 Deliver or cause to be delivered to the Purchaser all of the Business Assets including Business Plant and Machinery which are capable of transfer by delivery, with the intent that title in such Business Assets including the Business Plant and Machinery shall pass by such delivery by making the same available for collection at the place in which they are situate or such other place which may be mutually agreed upon by the Parties; 30.3.2 Deliver or cause to be delivered to the Purchaser (or shall certify to the Purchaser an address or addresses for collection of originals of) all such records, documents, lists, catalogues, literature and materials as are included in the Business Assets and the Business Plant and Machinery by making the same available for collection at the place in which they are situate or such other place which may be mutually agreed upon by the Parties; 30.3.3 Sign the assignment deeds in respect of the Business Properties in favour of the Purchaser upon the Purchaser paying the stamp duty thereon, if any. 30.3.4 Deliver or cause to be delivered to the Purchaser all original deeds and documents of title (without prejudice to the other provisions of Clause 5.1.2) relating to any of the Business Assets including the Business Plant and Machinery and the Business Properties in its possession; 30.3.5 Sign the novation deed and procure the signature of ▇▇▇ . ▇▇▇▇▇▇▇▇▇ Security Services in respect of the contract dated March 27, 2006 between the Seller and ▇h▇. ▇▇▇▇▇▇▇▇▇ :- ▇.▇.▇ ▇eliver to the Purchaser duly completed and signed transfers of the Sale Shares by the registered holders thereof Security Services in favour of the Purchaser (or as it may direct) together Purchaser. 30.3.6 Make reasonable efforts to procure the written confirmation of the Employees confirming that they shall continue their employment with the respective bought/sold notes Purchaser on the same terms and original share certificates in relation conditions as they are currently employed with the Employees and shall provide the originals of the same to the Sale Shares together with Purchaser. 30.3.7 Deliver a letter copy of confirmation that any existing trust between an extract from the Vendor and Hunt (UK) is cancelled; 4.2.2 cause minutes of a board meeting of ▇▇▇ Company to be held at which (inter alia) the existing board of directors of the Company shall :- Seller authorising the execution by the Seller of this Agreement (i) approve the registration those copy minutes being certified as a true copy of the Purchaser and or its nominee as members original by the secretary of the Company in respect of the Sale Shares subject to the production of duly stamped instruments of transfer; (ii) revoke all existing mandates for the operation of all the bank accounts of the Company and issue new mandates giving authority to persons nominated by the Purchaser provided that the Purchaser shall give at least 3 Business Days' advance notice of this in writing to the Vendor; (iii) appoint such persons as the Purchaser may nominate to be validly appointed as additional directors of the Company and upon such appointment forthwith cause all the existing directors of the Company to retire from their respective offices and resign as employees each delivering to the Purchaser a letter under seal in agreed terms acknowledging that the person so retiring and resigning has no entitlement to claim compensation for wrongful dismissal or unfair dismissal or to payment for redundancy or in respect of any other moneys or benefits due to him from the Company arising out of or in connection with his employment and/or its termination; (iv) [deleted] (v) deliver to the Purchaser a counterpart Deed of Assignment of Debt duly executed by Hunt (UK) and Hunt (NLSeller) together with a let▇▇▇ true copy of acknowl▇▇▇▇ment any relevant powers of attorney pursuant to the Deed of Assignment of Debt signed by the Company. 4.3 Upon Completion the Purchaser shall :- 4.3.1 effect a telegraphic transfer to the Vendor of HK$2,102,800 being the aggregate amount of the Share Price and the first instalment of the Debt Price as set out in the Deed of Assignment of Debt; 4.3.2 deliver to the Vendor certified true copies of the board resolutions of the Purchaser approving the acquisition of the Sale Shares, the execution of which this Agreement and the completion of this Agreement and the transactions contemplated thereby; and 4.3.3 deliver is to the Vendor a duly executed counterpart Deed of Assignment of Debt. 4.4 As soon as practicable after Completion the Purchaser shall present the instruments of transfer together with the share certificates in respect of the Sale Shares to the Company for registration of the transfer. 4.5 All the transactions described in Clauses 4.2 and 4.3 above shall take place at the same time, so that in default of the performance of any such transactions by one party, the other party shall not be obliged to complete the sale and purchase aforesaid (without prejudice to any further legal remedies).executed;