Common use of Completion Clause in Contracts

Completion. 4.1 Completion shall take place at the Company's offices on the Completion Date. 4.2 On 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 Maria-Isabel Gabarro Miquel pu▇▇▇▇▇▇ ▇▇ ▇▇i▇▇ ▇he 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 John MacLean and Mr ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ offi▇▇▇ ▇▇ ▇▇▇▇▇▇▇r or secretary of the Company 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; (d) 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 transfers in respect of the Shares;

Completion. 4.1 6.1 Completion shall take place on the date, at the Company's offices on time and/or place within 5 days after the Completion Date. 4.2 On 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 Maria-Isabel Gabarro Miquel pu▇▇▇▇▇▇ ▇▇ ▇▇i▇▇ ▇he 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 fulfilment 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 John MacLean and Mr ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ offi▇▇▇ ▇▇ ▇▇▇▇▇▇▇r or secretary of the Company 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; (d) 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 waiver (as the case may be) of the conditions precedent set out in Clause 3.1 at which time all (but not part only) of the following shall be transacted: (a) the Vendor shall deliver to the Purchaser: (i) instrument of transfer and sold contract note in respect of the Sale Share duly executed by the Vendor in favour of the Purchaser; (ii) original of the existing share certificate in respect of the Sale Share issued in the agreed terms name of the Vendor (if applicable); (iii) original of the new share certificate in respect of the Sale Share issued in the name of the Purchaser (if applicable); (iv) a certified copy (certified as a true copy by any director of the Vendor) of the resolutions of the board of directors of the Vendor approving and authorising the transactions under this Agreement; (v) a certified copy (certified as a true copy by any director of the Company) of the resolutions of the board of directors of the Company approving and authorising the sale followings: (i) any documents to be entered into by the Company and the execution of the Shares same pursuant to or as contemplated by this Agreement; (ii) the transfer the Sale Share and the Venture Loans:- (a) sanctioning for registration of the transfers Purchaser or its nominee as the registered holder of the Sale Share; and (iii) such other matters as the Purchaser may reasonably require to be dealt with and resolved upon to give effect to this Agreement; (vi) all Corporate Records, websites, domain names, cheque books, statements, passbooks of the accounts of all company(ies) in the Group; (vii) the log-in details and passwords of all email accounts, Microsoft accounts, online platforms, online drives, mandatory provident fund accounts, company websites and communication platforms maintained by the Group; (viii) (if so requested and specified by the Purchaser) the duly signed resignation letters of the directors, secretary and auditor (if appointed) of the company(ies) in the Group with effect from the Completion Date with acknowledgement under seal executed by him/her/it and to the effect that he/she/it has no claim against any company(ies) in the Group for loss of office or otherwise and that he/she/it has no entitlement to claim any remuneration for such office or compensation for wrongful dismissal or to payment for redundancy or in respect of any other moneys or benefits due to him/her/it from any company(ies) in the SharesGroup arising out of or in connection with the resignation; (ix) all books of records, accounts, financial statements, tax computation, documents, articles, things, and instruments in relation to the affairs of the Company in the Vendor’s possession; and (x) (if so requested by the Purchaser) the appropriate forms amending the mandates duly signed by the director(s) and/or authorized signatories thereof for giving to the relevant banks for which any company(ies) in the Group has maintained account(s). (b) against compliance with Clause 6.1(a) by the Vendor, the Purchaser shall deliver to the Vendor cashier’s orders issued by a licensed bank in Hong Kong or solicitors’ cheque(s) drawn on a licensed bank in Hong Kong in the amount of the Consideration and made payable to the Vendor or effect an electronic fund transfer in the amount of the Consideration to the designated bank account of the Vendor, which may be an account held by the Vendor or its nominee as notified in writing by the Vendor in accordance with Clause 2.4. Payment into such designated account shall constitute full satisfaction and discharge of the Purchaser’s obligation to pay the Consideration under this Agreement. 6.2 No party shall be obliged to complete the sale and purchase of the Sale Share or perform any obligations under Clause 6.1 unless all the parties hereto comply fully with their obligations and all actions and deliveries under Clause 6.1. 6.3 If either party is unable to or does not comply with any of its obligations under Clause 6.1 on or before the Completion Date, the other non-defaulting party may defer Completion to a date not more than twenty (28) days after the Completion Date (and so that the provisions of Clause 6.1 shall apply to Completion so deferred).

Completion. 4.1 Completion 5.01 Consummation of the transactions contemplated in this Agreement ("Completion") shall take place at 10.00 a.m., prevailing business time, at the Companyoffices of CAIH's offices legal advisers, Baker & McKenzie, in London on the Completion DateDate or at such o▇▇▇▇ pla▇▇ ▇▇▇ ▇ime as shall be mutually agreed (time in either case being of the essence). 4.2 On Completion 5.02 At Completion, the Vendor shall deliver to or, if the Purchaser shall so agree, make available to the Purchaser:-Company shall: (a) transfers in deliver to CAIH: (i) certified true copies of the agreed form relating to all certificates of incorporation and by-laws of the Shares Company and CAP-D and the Venture Loans duly executed in favour memorandum and articles of the Purchaser before a Notary Publicassociation of CAP-G; (bii) the original certificates of good standing of the transfer deed executed on 31 December 1998 before Spanish Notary Public MariaCompany and CAP-Isabel Gabarro Miquel pu▇▇▇▇▇▇ ▇▇ ▇▇i▇▇ ▇he Vendor acquired D issued not earlier than ten (10) days prior to the Shares together with Completion Date, by the original secretary of transfer deed executed on 25 February 1999 pursuant to which state of the Vendor acquired the Venture Loans and any reports or documents lodged with any relevant Spanish foreign investment authority concerning the Venture LoansState of Delaware; (ciii) resignations in an incumbency and specimen signature certificate with respect to the agreed terms duly executed as deeds of Mr John MacLean and Mr ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ offi▇▇▇ ▇▇ ▇▇▇▇▇▇▇r or secretary officers of the Company containing a confirmation that they have no claims (whether statutory, contractual or otherwise) against executing any document delivered by the Company for compensation for loss of office hereunder or unpaid emoluments; (d) in connection with the Company's Memorandum and articles of associationtransactions contemplated hereby, Register of Minutes of meetings of shareholders and directors, Register of agreements with sole shareholder, Shareholders Register, Companies House Certificate and cheque books on behalf of the Company; (eiv) evidence in form and substance satisfactory to CAIH that the documents evidencing the Venture Loans, including any cancelled Loans, the Investigation Permits and all Material AgreementsNew Shares have been issued to CAIH; (fv) the Technical Data Note, validly issued by the Company and CAP-G to CAIH, together with the contents of Warrant, validly issued by the Data RoomCompany to CAIH, both in the form attached as Schedule 6; (gvi) certified copies of the board minutes, powers of attorney or other authorities pursuant to which the New Shares and the Note and Warrant were issued and allotted to CAIH or its nominee; (vii) a legal opinion from the Company's legal counsel, in form and substance acceptable to CAIH opining that: (A) the Disclosure Letter Company is duly signed incorporated and in good standing; (B) the Company is duly authorised and has all necessary powers to execute the Agreement and perform all of the transactions contemplated hereby; (C) no taxes are payable or consents are required in connection with the issue of the New Shares and the Note and the Warrant ; and (D) the New Shares are validly issued and free from all Claims; (viii) such waivers or consents as CAIH may require to enable CAIH or its nominee to be registered as the holder of the New Shares; (ix) such other documents as may be required to give to CAIH or its nominee good title to the New Shares and to enable CAIH or its nominee to become the registered holder thereof; (x) duly executed letters of resignation by each of the Directors (other than the Continuing Directors) in the form attached as Schedule 3, and letters appointing the persons designated by CAIH as directors effective as of the Completion Date; (xi) all necessary consents with respect to any contract, lease, agreement, permit or license which are required as a result of a change of control of the Company, or alternate arrangements with respect thereto which are acceptable to CAIH, and any other consents required pursuant to the provisions of this Agreement; (xii) a certified true copy of the agreement between the Company and Exeter for the redemption by the Company of the Preferred Shares, in such form as was approved by CAIH; (xiii) a certified true copy of the agreement executed by the Company and evidencing the purchase by the Company, directly or indirectly, of all of the shares in MTI, in such form as was approved by CAIH; (xiv) a closing certificate duly executed on behalf of the VendorCompany pursuant to which the Company represents and warrants that the Company's Warranties to CAIH are true and correct as of the Completion Date as if made on such date and that all covenants, obligations and undertakings required by the terms of this Agreement to be performed on or before the Completion Date have been fully and properly performed (to the extent the same have not been waived in writing by CAIH) or, if any such covenant, obligation or undertaking has not been performed, indicating that it has not been performed, and that all documents to be executed and delivered to the Company have been executed and delivered by duly authorised officers of the Company; and 4.3 At (xv) without limitation, all other documents required to consummate the transactions contemplated hereby; (b) pay the Refinancing Fee by wire transfer of immediately available funds to CAIH to such bank account or accounts as CAIH shall designate by written notice delivered to the Company not later than five days 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 transfers in respect of the Shares;Completion.

Completion. 4.1 Completion 7.1 The sale and purchase of the Sale Shares shall take place be completed at the Companyoffices of the Purchaser's offices on Solicitors forthwith following signing of this agreement (or at such other time or place as the Completion Dateparties shall agree). 4.2 7.2 On Completion the Vendor Vendors shall deliver or cause to or, if the Purchaser shall so agree, make available be delivered to the Purchaser:-Purchaser: (a) transfers in the agreed form relating to all the Shares and the Venture Loans 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 before a Notary Publicor 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 original agreed form from each of the transfer Vendors to the Purchaser and the Company executed as a deed executed on 31 December 1998 before Spanish Notary Public Maria-Isabel Gabarro Miquel puto 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 ▇▇▇▇▇▇ ▇he Vendor acquired ▇▇▇▇▇▇ letter; (j) a complete source code for the Shares together with current version of ASL Connect and for the original current version of transfer deed IBM Mobile Connect; (k) the Waivers, duly executed on 25 February 1999 pursuant to by ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ respectively; (l) the Stock Option Agreements duly executed by the Vendors. 7.3 On Completion the Vendors shall procure the holding of a meeting of the directors of the Company at which the Vendor acquired directors of the Venture Loans Company shall: (a) (subject to stamping) approve the transfers to the Purchaser (or its nominees) of the Sale Shares; (b) appoint ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ and any reports or documents lodged with any relevant Spanish foreign investment authority concerning ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ as additional directors of the Venture LoansCompany; (c) resignations appoint TJG Secretaries Limited as the new secretary of the Company; (d) accept the resignation(s) referred to in sub-clause 6.2(c); (e) insofar as necessary change the agreed terms duly executed as deeds accounting reference date of Mr John MacLean and Mr the Company to 30 June; (f) change the registered office of the Company to Carmelite, ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇; (g) alter the existing mandates to the Company's bankers by adding ▇▇▇▇▇▇▇ ▇▇▇▇▇ offi▇▇▇ and ▇▇▇▇▇ ▇▇▇▇ as authorised signatories; and (h) pass any other resolutions reasonably requested by the Purchaser. 7.4 On Completion the Vendors shall also procure the holding of separate board meetings of each of the Subsidiaries at which the directors of each respective Subsidiary shall: (a) in the case of ASL, approve each of the Service Agreements and authorise one or more of the directors of ASL to execute the same on behalf of ASL; (b) appoint ▇▇▇▇▇▇ ▇▇▇▇▇▇▇r or , ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ as additional directors of that Subsidiary; (c) appoint TJG Secretaries Limited as the new secretary of the Company containing a confirmation that they have no claims (whether statutory, contractual or otherwise) against the Company for compensation for loss of office or unpaid emolumentsSubsidiary; (d) accept 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; (eresignation(s) 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 sub-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 transfers in respect of the Shares;6.2

Completion. 4.1 Completion The sale and purchase of the Business and the Seller’s Assets shall take place be completed at the Company's offices of the Seller’s Solicitors on the Completion DateDate (or such later date as agreed between the Seller and the Buyer) when each of the events set out in clause 4.2 shall occur. 4.2 On Completion the Vendor shall deliver to or, if the Purchaser shall so agree, make available in relation to the Purchaser:-transfer of the Seller’s Premises: (a) transfers in the agreed form relating to all the Shares Buyer and the Venture Loans duly executed in favour Seller shall complete the transfer of the Purchaser before a Notary PublicSeller’s Premises in accordance with the provisions of Schedule 6; (b) the original Buyer and the Seller shall deliver duly executed transfers of the transfer deed Seller’s Premises in the agreed form to the Buyer; and (c) the Buyer shall without further delay complete all necessary registrations with regard to the Seller’s Premises and pay the required stamp duties. 4.3 On Completion the Seller shall, deliver to the Buyer: (a) where applicable but subject to clause 18, agreements, in the agreed form, duly executed on 31 December 1998 before Spanish Notary Public Maria-Isabel Gabarro Miquel pu▇▇by the Seller, for the assignment or novation of the of the Seller’s Contracts to the Buyer and all requisite third party consents for such assignments and/or novations; (b) the Seller’s Trade ▇▇▇▇ ▇▇ ▇▇i▇▇ ▇he Vendor acquired Assignment duly completed and executed by 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 LoansSeller; (c) duly completed and executed transfers of the Subsidiary Shares in favour of the Buyer or as it directs; (d) the resignations in the agreed terms duly executed as deeds of Mr John MacLean and Mr ▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇ offi▇▇▇ ▇▇ ▇▇▇▇▇▇▇r or ▇▇ as directors of each and the secretary (where such persons are directors and/or the secretary) of each of the Company Subsidiaries in the agreed form from their respective offices and employment in each containing a confirmation written acknowledgement from each of them that they have he has no claims (whether statutory, contractual or otherwise) claim against the Company for compensation for loss of office or unpaid emoluments; (d) 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 any of the CompanySubsidiaries on any grounds whatsoever; (e) the documents evidencing Management Accounts; (f) evidence that the Venture Loansseven floating charges registered over the Seller’s Assets and the mortgage over the Seller’s Premises as disclosed in the Disclosure Letter against the Warranty set out in paragraph 3.1 of Schedule 2 are not used as collateral. 4.4 On Completion the Seller shall, including any cancelled Loans, make available to the Investigation Permits Buyer at the Seller’s Premises or the Subsidiaries’ Premises: (a) such of the Seller’s Assets as are capable of being transferred by delivery; (b) the extract from the land register (Sw. CFD-utdrag) relating to the Seller’s Premises; (c) all records of social security contributions (or equivalent) and income tax or other taxes deducted at source relating to all the Seller’s Employees on the Transfer Date duly completed up to that date and all Material Agreementsrecords required to be kept according to relevant provisions of law; (d) a copy of the certificate of incorporation (and, where relevant, any certificate of incorporation on change of name) of each of the Subsidiaries; (e) the minute books of each of the Subsidiaries duly made up to Completion; (f) the Technical Data register of members and the contents other statutory registers of each of the Data Room;Subsidiaries duly made up to Completion; and (g) so far as the Disclosure Letter duly signed for and on behalf Seller is reasonably able, the appropriate corporate resolutions evidencing the change of company name of the Vendor; and 4.3 At or prior to Completion (Seller 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) any other company in the agreed terms Seller’s Group (except for the Subsidiaries) so that the company names of such companies do not include the Company approving the sale of the Shares and the Venture Loans:- (a) sanctioning for registration of the transfers in respect of the Shares;word “Bycosin”.

Completion. 4.1 6.1 Completion shall take place at the Company's offices immediately on the Completion Date. 4.2 On Completion Date at 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 offices of the Purchaser before a Notary Public; (b) the original of the transfer deed executed on 31 December 1998 before Spanish Notary Public Maria-Isabel Gabarro Miquel puPurchaser's Solicitors at ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇i▇▇ ▇he 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 John MacLean and Mr ▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ when all (but not part only unless either the Warrantor or the Purchaser so agrees other than in the case of Clause 6.1(d)) of the following business shall be transacted: (a) the Warrantor shall use its reasonable endeavours to deliver or cause to be delivered to the Purchaser or as it may direct: (i) in respect of the Shares, the Sale Notice and Transfer Deeds and the relative certificates together with duly executed transfers thereof in favour of the Purchaser's subsidiary, TMP Worldwide Holdings Limited; (ii) in respect of those shares of the Subsidiaries which are not registered in the name of the Company or another Subsidiary, duly executed transfers endorsed with the relevant certificate of the transferor that the shares comprised therein are held by him as nominee of the Company (or the relevant Subsidiary) together with the relative share certificates; (iii) all deeds and documents relating to the title of the Company or any of the Subsidiaries to each of the Properties; (iv) a letter from the Group's bankers in the Agreed Form confirming at close of business on the last Business Day preceding the Completion Date the level of indebtedness or liability or contingent liability to such bankers on any account; (v) notices of resignation from the existing auditors of the Company and each of the Subsidiaries containing statements complying with s.394 Companies ▇▇▇ ▇▇▇▇▇ offi▇▇▇ ▇▇ ▇▇▇▇▇▇▇r or secretary ; (vi) the written resignations of those non-executive directors of the Company containing a confirmation and the Subsidiaries on terms that they shall resign from their offices confirming that they have no claims (whether statutory, contractual or otherwise) whatsoever against the Company for compensation or the relevant Subsidiary on any account (including, without limitation, for loss of office or unpaid emolumentsoffice); (dvii) the Company's Memorandum Deed of Indemnity duly executed by the Warrantor; (viii) an accurate list of the Shareholders as at Completion; (ix) the Certificates of Incorporation, Minute Books, Registers, Common Seals of the Company and articles of association, Register of Minutes of the Subsidiaries; (b) the Warrantor shall use its reasonable endeavours to procure that the following business is transacted at meetings of shareholders the directors of the Company and directors, Register each of agreements with sole shareholder, Shareholders Register, Companies House Certificate the Subsidiaries: (i) the directors of the Company shall approve the transfers of the Shares for registration and cheque books the entry of the transferees in the register of members of the Company, in each case subject only to the transfers being subsequently presented duly stamped; (eii) the documents evidencing situation of the Venture Loans, including any cancelled Loans, registered office of the Investigation Permits Company and all Material Agreementseach of the Subsidiaries shall be changed to that nominated by the Purchaser; (fiii) all existing mandates for the Technical Data and the contents operation of the Data Roombank accounts of the Company and each of the Subsidiaries shall be revoked and new mandates issued giving authority to those persons nominated by the Purchaser; (giv) 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 accounting reference date of the Company approving the sale and each of the Shares and Subsidiaries shall, if required by the Venture Loans:-Purchaser, be changed to that nominated by the Purchaser; (av) sanctioning any person nominated by the Purchaser for registration appointment as a director or the secretary of the transfers in respect Company or any of the Shares;Subsidiaries shall be so appointed; and

Completion. 4.1 4A.1 Subject to the satisfaction of the Conditions, Completion shall take place at the Company's offices on the Completion DateDate at such place as may be agreed between the Parties when all the acts and requirements set out in Clauses 4A.2 to 4A.4 shall be complied with. 4.2 On Completion the 4A.2 The Vendor shall deliver to or, if the Purchaser shall so agree, make available to all the Purchaser:-following: (a1) transfers standard transfer forms and sold notes in respect of the agreed form relating to all the Sale Shares and the Venture Loans duly executed by the Vendor in favour of the Purchaser accompanied by the relevant original share certificates in the name of the Vendor (unless the share certificates issued in the name of the Vendor have been deposited with the Purchaser before a Notary PublicCompletion under Clause 4A.7); (b2) the original copy, certified as true and complete by a director of the transfer deed executed Vendor, of resolutions of its board of directors approving 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 31 December 1998 before Spanish Notary Public Maria-Isabel Gabarro Miquel pu▇▇▇▇▇▇ ▇▇ ▇▇i▇▇ ▇he 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 Loansits behalf; (c3) resignations a banker’s draft drawn in the agreed terms duly executed as deeds favour of Mr John MacLean and Mr ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ offi▇▇▇ ▇▇ ▇▇▇▇▇▇▇r or secretary The Government of the Company containing a confirmation that they have no claims (whether statutory, contractual or otherwise) against Hong Kong Special Administrative Region for the Company sum equivalent to the Vendor’s share of stamp duty for compensation for loss of office or unpaid emoluments;the Sale Shares; and (d4) the Company's Memorandum a copy, certified true 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 complete by a director of the Company; (e) AMTD Buyer, of resolutions of the documents evidencing board of directors of the Venture Loans, including any cancelled Loans, the Investigation Permits AMTD Buyer approving this Agreement and all Material Agreements; other transactions contemplated under this Agreement and authorising a person or persons to execute the same and all other documents relating or incidental thereto (funder seal where appropriate) the Technical Data and the contents of the Data Room; (g) the Disclosure Letter duly signed for and on behalf of the Vendor; andAMTD Buyer. 4.3 At or prior to Completion (and prior 4A.3 The Purchaser shall deliver 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:-Vendor: (a1) sanctioning for registration of the transfers standard transfer form and 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 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 same 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. 4A.6 In the event that the Vendor, the Purchaser or the AMTD Seller shall without reasonable ground fail to do anything required to be done by it under Clause 4A.2 (for the Vendor), Clause 4A.3 (for the Purchaser) or Clause 4A.4 (for the AMTD Seller), without prejudice to any other 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 6.1 Completion of the sale and purchase of the Sale Share shall take place at the Company's offices on the Completion Date. 4.2 On 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 Maria-Isabel Gabarro Miquel pu▇▇▇▇▇▇ ▇▇ ▇▇i▇▇ ▇he 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 John MacLean and Mr ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ offi▇▇▇ ▇▇ Purchaser's solicitors, Freshfields Bruckhaus ▇▇▇▇▇▇▇r or secretary ▇, 11th Floor, Two Exchange Square, Central, Hong Kong, on the Completion Date. All of the Company containing events referred to in the clauses 6.2 to 6.5 shall take place at Completion. 6.2 The Vendor shall deliver (or cause to be delivered) to the Purchaser: (a) a confirmation that they have no claims (whether statutory, contractual duly executed instrument of transfer in respect of the Sale Share in favour of the Purchaser or otherwise) against such person as the Company Purchaser may nominate and the share certificate for compensation for loss the Sale Share in the name of office or unpaid emolumentsthe relevant transferor and any power of attorney under which any transfer is executed on behalf of the Vendor; (db) a counterpart of the Company's Memorandum original of the Tax Indemnity duly executed by the Vendor and articles each Group Company which is a party to it; (c) in Hong Kong, the Certificates of associationIncorporation, Common Seal, Share Register and Share Certificate Book (with any unissued share certificates) and all minute books and other statutory books (which shall be written-up to but not including the date of Minutes of meetings of shareholders and directors, Register of agreements with sole shareholder, Shareholders Register, Companies House Certificate and cheque books Completion) of the Company; (d) in the PRC, the statutory books of each of the Subsidiary and LTWJi (which shall be written up to but not including the Completion Date), the approval reply and the approval certificate issued by the relevant Foreign Economic and Trade Commission (and any certificate relating to any change of name if any), the current business licence (and any previous business licences), each of their chops and any other documents issued by any relevant PRC government authority relating to the Subsidiary and/or LTWJi; (e) the all such other documents evidencing the Venture Loans, (including any cancelled Loans, necessary waivers of pre-emption rights or other consents) as may be required to enable the Investigation Permits and all Material AgreementsPurchaser and/or its nominee to be registered as the holder of the Sale Share; (f) letters of resignation under seal in the Technical Data and the contents agreed form executed by each of the Data Roomdirectors of each Group Company who the Purchaser requests resign at Completion; (g) if requested by the Disclosure Letter duly signed for and on behalf Purchaser, a letter of resignation in the agreed form by the secretary of the VendorCompany; (h) an extract of the minutes of the meeting of the directors of each Group Company authorising the execution by each Group Company of the Tax Indemnity (such extract being certified by a director of each respective Group Company as being a true copy of the original); and 4.3 At or prior to Completion (and prior to the taking effect i) a certified true copy of the resignations resolutions of the board of directors referred to in clause 4.2(c) above) of the Vendor approving the execution by the Vendor of this Agreement and the transactions contemplated under this Agreement. 6.3 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 Board by which the sale of the Shares and the Venture Loans:-following business is transacted: (a) sanctioning for the registration of the transfers transfer of the Sale Share referred to in clause 6.2(a) is approved; (b) the execution of the Tax Indemnity by the Company is approved; (c) (if relevant) the resignations referred to in each of clauses 6.2(f) and (g) are accepted; and (d) such persons as are nominated by the Purchaser are appointed as directors and/or secretary of each Group Company. 6.4 The Vendor shall procure a meeting of the board of directors of each of the Group Companies at which it shall be resolved that: (a) the execution of the Tax Indemnity by each of the Group Companies is approved; (b) (if relevant) the resignations referred to in each of clauses 6.2(f) and (g) are accepted; and (c) such persons as the Purchaser may nominate be appointed as directors in accordance with relevant provision of the articles of association of each of the Group Companies. 6.5 The Purchaser shall deliver (or cause to be delivered) to the Vendor: (a) a counterpart of the original of the Tax Indemnity duly executed by the Purchaser; (b) a certified true extract of the resolutions of the board of directors of the Purchaser approving the execution by the Purchaser of this Agreement and the transactions contemplated under this Agreement; and (c) a certified true extract of the resolutions of the shareholders of ▇▇▇ referred to in clause 2.1(b). 6.6 If the Vendor fails or is unable to perform any of its obligations required to be performed by it on or before Completion, the Purchaser shall not be obliged to complete the Acquisition and may, in its absolute discretion, by written notice to the Vendor at the time Completion would otherwise be due to take place: (a) terminate this Agreement (other than clauses 1, 16 to 23, 26 and 27), and 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 Shares;Parties which have accrued before termination or in relation to any of clauses 1, 16 to 23, 26 and 27.); or (b) elect to defer the Completion by not more than ten (10) Business Days to such other date as it may specify in such notice, in which event the provisions of this clause 6.6(b) shall apply, mutatis mutandis, if the Vendor fails or is unable to perform any of its obligations on such other date; or (c) elect to complete the Acquisition on that date and specify a later date (not being more than 28 days after the Completion Date) on which the Vendor shall be obliged to complete its outstanding obligations.

Completion. 4.1 Completion shall take place at the Company's offices on of the Completion DatePurchasers' Solicitors immediately following the passing of the special resolution and extraordinary resolutions referred to in clause 2. 4.2 On Completion Completion, the Vendor Vendors shall deliver to or, if the Purchaser shall so agree, make available to the Purchaser:-AHI:- (a) transfers in the agreed common form relating to all the Ordinary Shares and the Venture Loans Deferred Shares, duly executed in favour of AHI, together with the Purchaser before a Notary Publicshare certificates relating thereto; (b) the original resignations IN THE AGREED FORM of the transfer deed executed on 31 December 1998 before Spanish Notary Public Maria-Isabel Gabarro Miquel pu▇▇▇▇▇▇ ▇▇ ▇▇i▇▇ ▇he 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 John MacLean and Mr ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ Hustler and ▇▇▇▇ ▇▇▇▇▇ offifrom 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, ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇r or secretary of the Company 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; (d) 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 (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 At 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(c) above) 4.2), the Vendor Vendors 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 and each of the Shares and the Venture Loans:-Subsidiaries:- (a) sanctioning for registration of (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, ▇▇ ▇▇▇ ▇▇▇▇▇, ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, sort code: 60-00-01, account no: ▇▇▇▇▇▇▇▇.

Completion. 4.1 Subject to the provisions of clause 4, Completion of the sale and purchase of the Shares shall take place at the Companyoffices of the Purchaser's offices Solicitors on the Completion Date. 4.2 On Date and at Completion the Vendor shall Vendors shall:- 4.1.1 where any of the Vendors is a corporate body, deliver to or, if the Purchaser shall so agreeevidence, make available to the Purchaser:-Purchaser's satisfaction, of the authority of any person or persons executing or attesting the execution of this Agreement and any other document on its behalf to do so; (a) 4.1.2 deliver to the Purchaser and/or its nominees duly executed share transfers in the agreed form relating to all the Shares and the Venture Loans duly executed in favour respect of the Purchaser before a Notary Public; (b) the original of the transfer deed executed on 31 December 1998 before Spanish Notary Public Maria-Isabel Gabarro Miquel pu▇▇▇▇▇▇ ▇▇ ▇▇i▇▇ ▇he Vendor acquired the Shares together with the original relevant certificates (or, in the case of transfer deed executed on 25 February 1999 pursuant any share certificates found to which be missing, an indemnity, in a form satisfactory to the Vendor acquired the Venture Loans and any reports or documents lodged with any relevant Spanish foreign investment authority concerning the Venture LoansPurchaser); (c) resignations 4.1.3 deliver to the Purchaser, in a form satisfactory to it, powers of attorney executed under seal by the agreed terms duly executed as deeds of Mr John MacLean and Mr ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ offi▇▇▇ ▇▇ ▇▇▇▇▇▇▇r or secretary registered holders of the Company containing a confirmation Shares conferring on the Purchaser or such person as may be nominated by it the entitlement to exercise all rights exercisable by the registered holders thereof; 4.1.4 deliver to the Purchaser such waivers or consents as are necessary to enable the Purchaser and/or its nominees to be registered as the holders of the Shares; 4.1.5 deliver to the Purchaser in relation to each of the Companies the statutory books, records and registers (complete and duly written up-to-date), the common seals, the certificates 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 of the Companies; 4.1.6 procure that they have no claims all of the Directors (whether statutory, contractual or otherwiseother than the Continuing Directors) against resign from their directorships in and offices of profit under and employment with the Company for and deliver to the Purchaser their written resignations under seal containing an acknowledgement that each has no claim against any of the Companies in respect of breach of contract, compensation for loss of office or unpaid emoluments;otherwise howsoever arising; 4. (d) 1.7 deliver to the Company's Memorandum and articles Purchaser a letter of association, Register resignation under seal from the secretaries of Minutes of meetings of shareholders and directors, Register of agreements with sole shareholder, Shareholders Register, Companies House Certificate and cheque books each of the Company;Companies containing an acknowledgement that they have no claim against any relevant company in respect of breach of contract, compensation for loss of office or otherwise howsoever arising; 4. 1.8 discharge or procure the discharge of all monies owing to any of the Companies (ewhether then due for payment or not) by the documents evidencing Vendors or the Venture Loans, including Directors or by any cancelled Loans, the Investigation Permits and all Material Agreements; (f) the Technical Data of them or by any Connected Person of any of them 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 Companies shall procure the passing discharge of board and/or shareholder resolutions (as any monies owed to 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 transfers in respect of the SharesVendors;

Completion. 4.1 Completion shall take place at the Company's offices on the Completion Date. 4.2 On Completion the Vendor shall deliver to or, if the Purchaser shall so agree, make available to the Purchaser:-immediately following signature and exchange of this Agreement when: (a) the Sellers shall deliver or cause to be delivered to the Purchasers (as appropriate): (i) transfers in the agreed form relating to all of the Shares and the Venture Loans duly executed completed in favour of the Purchaser before a Notary Publiceither Marquee Inc. or Marquee UK (as appropriate) or as it may direct; (bii) the original 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 transfer deed Company and its Common Seal and the Certificates of Incorporation on Change of Names (if any); (iv) the Tax Deed duly executed on 31 December 1998 before Spanish Notary Public Mariaby 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-Isabel Gabarro Miquel puclause (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 ▇▇▇ ▇▇i▇▇ ▇he Vendor acquired , confirming that there are no circumstances connected with their resignation which should be brought to the Shares together with notice of the original members or creditors of transfer deed executed on 25 February 1999 pursuant the Company and that there are no fees due to which the Vendor acquired the Venture Loans and any reports or documents lodged with any relevant Spanish foreign investment authority concerning the Venture Loansthem; (cvii) resignations in the agreed terms duly executed as deeds letter terminating the employment of Mr John MacLean and Mr ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ as an employee of the Company; (viii) the Property Licence duly executed by ▇▇▇▇ ▇▇▇▇▇ offi▇▇▇ ▇▇ ▇▇▇▇▇▇▇r or secretary ▇ 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 Company containing a confirmation that they have no claims (whether statutory, contractual Warrantors or otherwise) against 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 compensation for loss payment) shall have been satisfied in full without payment of office or unpaid emolumentsinterest prior to the Effective Date; (d) the Company's Memorandum Sellers shall cause a meeting of the Board of the Company to be held at which the Board shall:- (i) appoint such persons as the Purchasers may nominate as Directors 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 Secretary of the Company; (eii) accept the documents evidencing the Venture Loans, including any cancelled Loans, the Investigation Permits letters of resignation referred to in sub-clause (a)(v) and all Material Agreements(a)(vi) above; (fiii) the Technical Data and the contents vote in favour of the Data Room; (g) the Disclosure Letter duly signed for and on behalf registration 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 Purchasers and/or shareholder resolutions (their nominees as the case may be) in the agreed terms members of the Company approving subject only to the sale production of duly stamped and completed transfers in favour of the Shares and the Venture Loans:- (a) sanctioning for registration of the transfers 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) the Property Licence; (iii) 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 full and unconditional release of the Personal Guarantees and Marquee Inc. shall fully indemnify the Warrantors and Struan ▇▇▇▇▇▇▇▇ and ▇▇▇ ▇. Holmes against any liability, loss, cost or claim arising out of or in connection with the Personal Guarantees at any time after the Effective Date.

Completion. 4.1 5.1 Subject to the provisions of Clause 4, Completion shall take place at the Companyoffices of the Purchaser's offices Solicitors at 9.00am on the Completion DateDate 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 On Completion 5.2 At Completion, the Vendor shall deliver or cause to or, if the Purchaser shall so agree, make available be delivered to the Purchaser:-Purchaser: (a) transfers in the agreed form relating to all the Shares and the Venture Loans duly executed instrument of transfer in respect of the Sale Shares in favour of the Purchaser before a Notary Public(or its nominees) accompanied by the relevant share certificates in respect of the Sale Shares; (b) the original certified true copies of the transfer deed executed on 31 December 1998 before Spanish Notary Public Maria-Isabel Gabarro Miquel pu▇▇▇▇▇▇ ▇▇ ▇▇resolutions passed by the board of directors of the Vendor in the form set out in Appendix K; (i▇▇ ▇he Vendor acquired ) approving the sale of the Sale Shares together with to the original Purchaser in the terms set out in this Agreement; and (ii) authorising the execution of the instrument of transfer deed executed in respect of the Sale Shares in favour of the Purchaser and giving authority to execute the instrument of transfer on 25 February 1999 pursuant to which behalf of the Vendor acquired to the Venture Loans party who executed it; and (iii) authorising the execution and any reports or documents lodged with any relevant Spanish foreign investment authority concerning delivery by the Venture LoansVendor of each of this Agreement, the Tenancy Agreement, the Employment Contracts, the Subcontract, the Services Agreement, the Shareholders' Agreement and the Deed of Indemnity; (c) resignations certified true copies of the resolutions in the agreed terms duly executed as deeds form set out in Appendix J passed by the board of Mr John MacLean and Mr ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ offi▇▇▇ ▇▇ ▇▇▇▇▇▇▇r or secretary directors of the Company containing 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 confirmation nominee appointed by the Purchaser; (ii) approving the entering in the register of members of the Company, the name of the Purchaser or that they have no claims 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 (whether statutory, contractual iii) authorising the issue of the new share certificate in respect of the Sale Shares in favour of the Purchaser or otherwise) against such nominee of the Company Purchaser and the cancellation of the existing share certificates for compensation for loss of office or unpaid emoluments;the Sale Shares. (d) a duly completed and executed Stamp Duty Form - PDS 6 together with 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 Audited Accounts of the Company; (e) such waivers or consents or other documents as may be required to give to the documents evidencing Purchaser good title to the Venture Loans, including Sale Shares and to enable the Purchaser or its nominees to be registered as the holders of any cancelled Loans, of the Investigation Permits and all Material AgreementsSale Shares; (f) all the Technical Data statutory and the contents other books and records (including financial records) duly written and updated of the Data RoomCompany and 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 Disclosure Letter 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 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 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 signed for complied with and on behalf 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; (j) 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 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(cn) above) the Vendor shall procure the passing of board and/or shareholder resolutions (cause such persons as the case Purchaser may be) in the agreed terms nominate to be validly appointed as directors of the Company approving and upon such appointment forthwith cause the sale Directors other than the Continuing Directors and the company secretary of the Shares Company to resign from their respective offices, each delivering to the Purchaser a letter addressed to the Company acknowledging that the person so resigning has no 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 such claims, which letter shall be in the Venture Loans:-form set out in Appendix A; and (o) evidence that the Vendor has procured the revocation of all authorities to the bankers of the Company relating to bank accounts and procure the giving of authority to such persons as the Purchaser may nominate to operate the same; (p) 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: (a) sanctioning deliver to the Company: (i) an unconditional application in writing for registration the allotment to the Purchaser of 191,025 Shares at the premium of approximately RM54.55 per share for a total amount of the transfers Subscription Share Consideration, in respect the form set out in Appendix L; and (ii) part of the Shares;Subscription Shares Consideration in the amount stated in Clause 3.3 of this Agreement in favour of the Company (whose receipt shall be an absolute discharge therefor) either by bankers' draft or by telegraphic transfer into the designated bank account of the Company,

Completion. 4.1 6.1 Completion shall take place at the Company's offices on of the Completion DateVendor’s Solicitors within 21 days after this Agreement has become unconditional or at such other place and time as shall be mutually agreed. 4.2 On Completion 6.2 At Completion, the Vendor shall shall: 6.2.1. deliver or cause to or, if the Purchaser shall so agree, make available be delivered to the Purchaser:-Purchaser: a. (aif not previously delivered) transfers in a certified true copy of the agreed form relating to all minutes of the Shares meeting of the board of directors of the Vendor approving this Agreement and the Venture Loans execution and completion thereof and of all documents contemplated thereunder; b. a duly executed instrument of transfer in respect of the Purchase Shares in favour of the Purchaser before a Notary Public(or its nominees) accompanied by the relevant certificates for the Purchase Shares; c. all powers of attorney (bif any) or other authorities (if any) under which the original transfer in respect of the transfer deed Purchase Shares have been executed; d. duly executed transfers and sold notes in favour of the Company (or its nominees) in respect of such shares in the Subsidiaries as are registered in the names of nominee holders on 31 December 1998 before Spanish Notary Public Maria-Isabel Gabarro Miquel pu▇▇▇▇▇▇ ▇▇ ▇▇i▇▇ ▇he Vendor acquired behalf of the Shares Company, 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 Loansshare certificates; e. (cif not previously delivered) resignations in a certified true copy of a legal opinion prepared by a Bermudan lawyer on the agreed terms duly executed as deeds of Mr John MacLean procedure and Mr ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ offi▇▇▇ ▇▇ ▇▇▇▇▇▇▇r or secretary legality of the Company containing a confirmation that they have no claims (whether statutory, contractual or otherwise) against Share Buyback and Cancellation of Shares to the Company for compensation for loss reasonable satisfaction of office or unpaid emolumentsthe Purchaser; (d) f. certified true copies of all documents, included but not limited to the Company's Memorandum and articles of association, Register of Minutes of meetings of shareholders and directorsboard resolution, Register in relation to the Share Buyback and Cancellation of agreements with sole shareholder, Shareholders Register, Companies House Shares; g. Certificate and cheque books of Compliance dated the Completion Date issued by the registered agent of the Company; h. certified copies of the Register of Directors and Officers and Register of Members updated as at the Completion Date certified by the registered agent of the Company; i. if applicable, the resignation of the Auditors as the auditors of the Company; j. all confirmation letters in relation to agreements concerning the Company or any of its Subsidiaries which can be terminated upon a change in control of the relevant Group company being obtained from the other contracting parties confirming their agreement not to terminate such agreements by reason of the transactions contemplated under this Agreement and all notices in relation to agreements concerning the Company or any of its Subsidiaries which are required to be sent to the other contracting parties upon a change in control of the relevant Group company; k. termination documents of the two Support Services Agreement dated 31 December 2004 and 2 January 2006 respectively both made between the Company and the Vendor with effect from 30 June 2006; l. the Deed of Indemnity and its counterparts duly executed by the Vendor; m. all the statutory and other books and records (eincluding financial records) duly written up to date of each member of the Group and their respective certificate(s) of incorporation, current business registration certificate(s) and common seal(s) and any other papers, records and documents evidencing of each member of the Venture LoansGroup; n. evidence that the current and all other liabilities of any member of the Group as stated in the Accounts and the Agreed SPA Accounts, including but not limited to the Inter-group Management Fee, Inter-group SRS Expenses Stock Option, sums payable under the Group’s commission and bonus scheme and long-service payment and/or severance payment and/or any cancelled Loanscompensation to any departing officer of the Group who has resigned or whose employment contract is terminated within 3 months prior and after the signing of this Agreement, have been paid and fully settled by the Investigation Permits Company or adequate and all Material Agreementsproper provisions or reserves have been made in the Accounts (and reflected in the Agreed SPA Accounts) for such settlement out of the Agreed Net Current Asset Value; o. evidence that all loans (fif any) the Technical Data and the contents or other indebtedness (if any) due or owing to any member of the Data Room; (g) the Disclosure Letter duly signed for and on behalf Group by any of the Vendor; and 4.3 At Vendor or prior to Completion Directors or other officers of any member of the Group have been repaid in full or adequate and proper provisions or reserves have been made in the accounts (and prior reflected in the Agreed SPA Accounts) for such settlement out of the Agreed Net Current Asset Value; p. such other documents as may be required to give to the taking effect of Purchaser good title to the resignations of Purchase Shares and to enable the directors referred Purchaser or its nominees to in clause 4.2(c) above) become the Vendor shall procure registered holders thereof including but not limited to the passing of board and/or shareholder resolutions (as the case may be) in the agreed terms of the Company approving the sale transfer of the Purchase Shares from the Vendor to the Purchaser and the Venture Loans:- registration thereof in the Company’s Register of Members; and q. (aif not previously delivered) sanctioning for registration a copy of the transfers in respect Agreed SPA Account signed and confirmed by the Vendor. 6.2.2. cause such persons as the Purchaser may nominate to be validly appointed as directors of each member of the SharesGroup and upon such appointment forthwith cause the Directors other than the Continuing Directors to resign from their respective offices and as employees, each delivering to the Purchaser a letter under seal in the form set out in Schedule 5 acknowledging that the person so retiring has no claim outstanding for compensation or otherwise; 6.2.3. cause such persons as the Purchaser may nominate to be validly appointed as secretary of each member of the Group and upon such appointment forthwith cause the secretary (as listed in Schedules 1 and 2) to resign from his respective office and as employee, delivering to the Purchaser a letter under seal similar to the form set out in Schedule 5 acknowledging that the person so retiring has no claim outstanding for compensation or otherwise; and 6.2.4. procure the revocation of all authorities to the bankers of each member of the Group relating to bank accounts and procure the giving of authority to such persons as the Purchaser may nominate to operate the same. 6.3 Against delivery of all the documents and completion of the matters set out in Clauses 6.2, the Purchaser shall: 6.3.1 wire transfer the total amount of the Consideration to the Vendor (or such other payment method as the Vendor may direct); and 6.3.2 deliver to the Vendor the counterpart(s) of the Deed of Indemnity duly executed by the Purchaser. 6.4 Without prejudice to any other remedies available to the Purchaser, if in any respect the provisions of Clause 6.2 are not complied with by the Vendor on the Completion Date the Purchaser may: 6.4.1 defer Completion to a date, to be mutually agreed with the Vendor after the Completion Date (and so that the provisions of this Clause 6.4 shall apply to Completion as so deferred); or 6.4.2 proceed to Completion so far as practicable (without prejudice to its rights hereunder); or 6.4.3 rescind this Agreement.

Completion. 4.1 Completion shall take place at the Company's ’s offices on the Completion Date. 4.2 On 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 Maria▇▇▇▇▇-Isabel Gabarro Miquel pu▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇i▇▇▇▇ ▇he 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 John MacLean ▇▇▇▇ ▇▇▇▇▇▇▇ and Mr ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ offi▇▇▇ ▇▇ ▇▇▇▇▇▇▇r from their offices as director or secretary of the Company 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; (d) the Company's ’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 transfers in respect of the Shares;

Completion. 4.1 Completion shall take place on Completion Date at a place in Florida of the Company's offices on United States of America as shall be mutually agreed (time being of the Completion Date.essence) when all (but not part only) of the following business shall be transacted: 4.2 On Completion the (a) The Vendor shall will deliver or cause to or, if the Purchaser shall so agree, make available be delivered to the Purchaser:- (ai) transfers instruments of transfer in respect of the agreed form relating to all the Sale Shares and the Venture Loans duly executed by the Vendor and its nominee, respectively, in favour of the Purchaser before a Notary Publicand/or its nominee; (bii) the original sold notes in respect of the transfer deed Sale Shares duly executed on 31 December 1998 before Spanish Notary Public Maria-Isabel Gabarro Miquel pu▇▇▇▇▇▇ ▇▇ ▇▇i▇▇ ▇he Vendor acquired the Shares together with the original of transfer deed executed on 25 February 1999 pursuant to which by the Vendor acquired in favour of the Venture Loans and any reports or documents lodged with any relevant Spanish foreign investment authority concerning the Venture LoansPurchaser; (ciii) resignations the definitive share certificates in respect of the agreed terms duly executed as deeds Sale Shares; (iv) the certificate of Mr John MacLean and Mr ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ offi▇▇▇ ▇▇ ▇▇▇▇▇▇▇r or secretary incorporation, business registration certificate, all licences required for the operation of the business of the Company which are issued in the name of the Company, common seal, all statutory and minute and other record books and share certificate books of the Company together with all unused share certificate forms and all accounting books and records of the Company; (v) a list of all bank accounts maintained by the Company, a copy of all existing mandates for the operation of those bank accounts, together with copies of statements of those accounts as at a date not earlier than the fifth Business Day before Completion; (vi) if so requested by the Purchaser, the written resignations of all the directors of the Company and/or the Secretary of the Company in the form satisfactory to the Purchaser and containing a confirmation statements by the persons resigning to the effect that they have no claims (whether statutory, contractual or otherwise) against the Company outstanding claim for compensation for loss of office or unpaid emolumentsany other claim against the Company from which they are resigning their position(s); (dvii) any waivers, consents or other documents required to vest in 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 Purchaser the full beneficial ownership of the CompanySale Shares, and enable the Purchaser to procure the Sale Shares to be registered in the name of the Purchaser and its nominee; (eviii) certified true copies of all powers of attorney or other authorities (if any) under which the documents evidencing the Venture Loans, including any cancelled Loans, the Investigation Permits instruments of transfer and/or bought 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 transfers sold notes in respect of the SharesSale Shares and/or any other documents contemplated hereby to be executed by the Vendor and/or its nominee have been executed; (ix) all consents or approvals or notices required under Hong Kong law in relation to this Agreement as of the Completion Date; and (x) certified copies of the minutes of the meeting of the board of directors of the Vendor approving and authorising the execution of each of the documents contemplated to be executed at Completion to which it is a party. (b) The Vendor will procure that the following business is transacted at a meeting of the directors of the Company:- (i) the directors of the Company will approve the entry in its register of members of the Purchaser and its nominee as the holders of the Sale Shares (subject to stamping) and entries will be made in the register and definitive share certificates issued at the direction of the Purchaser; (ii) if required by the Purchaser, the acceptance of the resignation of all existing directors and secretary of the Company pursuant to Clause 4.1(a)(vi) and the appointment of such persons nominated by the Purchaser as directors and secretary of the Company; and (iii) if required by the Purchaser, all existing mandates for the operation of the bank accounts of the Company will be revoked and new mandates issued giving authority to such persons nominated by the Purchaser. (c) The Purchaser shall deliver to the Vendor (or as it may direct) a cashier's order (drawn on a licensed bank in Hong Kong or otherwise in immediately available funds) in the sum of HK$10,000 (receipt of the same shall be a valid discharge of the Purchaser's obligation under Clause 3).

Completion. 4.1 Completion of the sale and purchase of the Businesses and the Assets:- 4.1.1 shall take place at be conditional upon the Company's offices on satisfaction of the Completion Date. 4.2 On Completion following conditions precedent to the Vendor shall deliver to or, if satisfaction of the Purchaser shall so agree, make available to and in the Purchaser:-case of Clause 4.1.1. (d) only the Vendors' Representative:- (a) transfers no material adverse change in the agreed form relating Businesses and Assets having taken place prior to all the Shares and the Venture Loans duly executed in favour of the Purchaser before a Notary PublicCompletion; (b) the original of the transfer deed executed on 31 December 1998 before Spanish Notary Public Maria-Isabel Gabarro Miquel pu▇▇▇▇▇▇ ▇▇ ▇▇i▇▇ ▇he 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 no interdict or documents lodged with any relevant Spanish foreign investment authority concerning the Venture Loansother legal prohibition preventing Completion taking place; (c) resignations 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 the agreed terms duly executed as deeds of Mr John MacLean and Mr ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ offi▇▇▇ ▇▇ ▇▇▇▇▇▇▇r or secretary favour of the Company containing person instituting such proceedings, be reasonably likely to have a confirmation that they have no claims (whether statutory, contractual or otherwise) against material adverse effect on the Company for compensation for loss of office or unpaid emolumentsBusinesses and/or the Assets; (d) the Company's Memorandum Vendors and articles the Purchaser having complied with the terms 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 Companythis Agreement in all material respects; (e) none of the documents evidencing Key Employees having left the Venture Loans, employment of the Vendors or working any applicable notice period and no more than 15 of the Transferred Employees (not including any cancelled Loansof 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 Investigation Permits and all Material Agreementsoperation 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 Technical Data Purchaser being provided with updated lists of Plant and Equipment and being satisfied that any additions or deletions to the contents lists of the Data RoomPlant and Equipment are permitted in terms of Clause 4.3; (g) the Disclosure Letter duly signed for and on behalf Purchaser being satisfied with the transfer of the Vendor; and 4.3 At or prior to Completion (Data Suppliers Contracts, the Development Agreements and prior the Existing Reuters Agreement to the Purchaser (such transfer being conditional on Completion taking effect of the resignations place); (h) none of the directors referred of UK having refused to in clause 4.2(c) aboveallow the Purchaser to contact any of the customers of the Businesses pursuant to Clause 4.3.9; (i) the Vendor shall procure the passing of board and/or shareholder resolutions (as the case may be) Purchaser being satisfied regarding searches in the agreed terms of the Company approving the sale of the Shares and the Venture Loans:- (a) sanctioning for registration of the transfers appropriate registers in respect of UK's ownership of the Sharestrade marks contained within the Specific IP; (j) the Purchaser being reasonably satisfied with enquiries of customers of the Businesses as set out in the Execution SRR Schedule;

Completion. 4.1 Completion shall take place at the Company's offices of the Seller’s Solicitors immediately after the signing of this agreement on the Completion Datedate of this agreement when each of the events set out in clauses 4.2 to 4.5 shall occur. 4.2 On Completion At Completion, the Vendor Seller shall deliver to or, if the Purchaser shall so agree, make available to the Purchaser:-Buyer: (a) transfers duly executed instruments of transfer in favour of the Buyer in respect of all of the Shares; (b) duly executed sold notes in favour of the Buyer in respect of all of the Shares; (c) the share certificates representing the Shares in the name of the Buyer; (d) the resignations of the directors of each member of the Target Group and the secretary of each member of the Target Group (other than any director or secretary whom the Buyer may wish to remain in office) as a deed in the agreed form relating to all from their respective offices and employment with each member of the Shares Target Group containing a written acknowledgement from each of them that he or she has no claim (whether for loss of office or otherwise) against any member of the Target Group on any grounds whatsoever, along with a Form ND2A for each Target completed with the information of the outgoing directors and secretary; (e) the Venture Loans Deed of Release duly executed in favour by the Seller; (f) the Tax Indemnity duly executed by the Seller; and (g) the Seller Employment Agreement duly executed by the parties thereto. 4.3 At Completion, there shall be delivered or made available to the Buyer: (a) the certificate of incorporation (and, where relevant, any certificate of incorporation on change of name), by-laws or comparable organisational documents of each member of the Purchaser before a Notary PublicTarget Group; (b) the original minute books of each member of the transfer deed executed on 31 December 1998 before Spanish Notary Public Maria-Isabel Gabarro Miquel pu▇▇▇▇▇▇ ▇▇ ▇▇i▇▇ ▇he Vendor acquired the Shares together with the original of transfer deed executed on 25 February 1999 pursuant Target Group duly made up to which the Vendor acquired the Venture Loans and any reports or documents lodged with any relevant Spanish foreign investment authority concerning the Venture LoansCompletion; (c) resignations the register of members, register of directors and other statutory registers of each member of the Target Group duly made up to Completion, including in respect of each Target reflecting the Seller as the sole shareholder thereof; (d) any common seal of any member of the Target Group; (e) all unissued share certificates of each member of the Target Group; (f) the title deeds relating to each of the Properties; (g) all books of accounts and documents of record and all other documents in the agreed terms duly executed possession, custody or control of the Seller in connection with each member of the Target Group all complete and up to date; (h) all bank statements of all bank accounts of each member of the Target Group as deeds at a date not more than two Business Days prior to Completion together with bank reconciliation statements in respect of Mr John MacLean each such account made up to Completion; (i) all the current cheque books, paying in books and Mr unused cheques of each member of the Target Group; (j) evidence satisfactory to the Buyer that all outstanding indebtedness owed by a Target Group Company on the one hand to ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ offi▇▇▇ ▇▇ ▇▇▇▇▇▇▇r or secretary his Associates (other than accounts payable arising in the ordinary course of business under the Company containing a confirmation that they have no claims (whether statutory, contractual or otherwiseadministration and service agreement dated 1 April 2013 between VMA and Winwell Services Limited) against on the Company for compensation for loss of office or unpaid emolumentsother hand has been extinguished; (dk) 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 a copy of the Companyduly executed Cleave-Cheng SPA; (el) evidence satisfactory to the documents evidencing Buyer that the Venture Loans, including any cancelled Loans, entire issued share capital of Videotel Pte. Ltd. is fully paid up according to 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 VendorSingapore corporate registry; and 4.3 At or prior to Completion (and prior m) evidence satisfactory to the taking effect Buyer that all employment agreements between the Seller on the one hand and any member of the resignations of Target Group on the directors referred to in clause 4.2(c) above) other hand have been terminated, together with a written acknowledgement from 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 transfers in respect of the Shares;Seller that he has no claim under any such employment agreement.

Completion. 4.1 (1) Completion shall take place at the Company's offices on the Completion Date. 4.2 On Completion the Vendor shall deliver to orof. ACL Asia Ltd., 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 Maria-Isabel Gabarro Miquel puTwo ▇▇▇▇▇▇ ▇▇ ▇▇i▇▇ ▇he 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 John MacLean and Mr ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ offi▇▇▇ , ▇▇ ▇▇▇▇▇▇▇r ▇▇, ▇▇▇▇ ▇▇▇▇ immediately after the signature of this agreement (2) At completion the Seller shall procure: (a) the delivery to the Purchaser of: (i) duly executed transfers and bought and sold notes in favour of the Purchaser or its nominee(s) of all the Brewing Shares and SCB Shares; (ii) the share certificates representing the Brewing Shares and SCB Shares (or an express indemnity in a form satisfactory to the purchaser in the case of any found to be missing); (iii) 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 the Company containing a confirmation Brewing and SCB, in each case acknowledging under seal that they have he has no claims (claim against Brewing or SCB whether statutory, contractual or otherwise) against the Company for compensation for loss of office or unpaid emolumentsotherwise; (dv) 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 execution copies of the CompanyDistribution Agreements duly executed by the seller; (evi) an execution copy of the documents evidencing Options Agreement duly signed by the Venture Loans, including any cancelled Loans, the Investigation Permits and all Material AgreementsSeller; (fvii) confirmation from the Technical Data and the contents landlord of the Data RoomPremises, in a form acceptable to the Purchaser, that the existing tenancy shall remain in place following change of ownership of Brewing and SCB; (gviii) new contracts of employment, on terms approved by the Disclosure Letter duly signed for Purchaser, that have been entered into with the senior management (as defined by the parties) Brewing and on behalf of the VendorSCB; and 4.3 At or prior to Completion (and prior ix) confirmation that all sums have been paid in relation to the taking effect balance of the resignations 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 nominates are appointed as additional directors and the secretary of Brewing and SCB; (ii) the transfers referred to in clause 4.2(cparagraph (a) aboveare 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 assignment of the Shareholders's Loans to the Purchaser duly signed by Brewing and SCB. (3) Upon Completion of all the matters referred to in subclause (2) the Vendor Purchaser shall procure deliver to the passing of board and/or shareholder resolutions (as Seller by with transfer the case may be) in the agreed terms of the Company approving consideration for the sale of the Brewing Shares and SCB Shares and the Venture Loans:-assignment of the Shareholder's Loans pursuant to clause 3 hereof. (a4) sanctioning 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 the Seller. (5) If the transfers and 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 stamping the Brewing Shares and the SCB Shares. The stamp duty shall be borne equally by the parties and the sum of US$1,000 shall be withheld from the sum payable as consideration pursuant to clause 3 in respect thereof (6) If for registration any reason the provisions of subclause (2) are not finally complied with as at the date of Completion the Purchaser may elect (in addition and without prejudice to all 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 transfers in respect of the Shares;final payment under clause 3 (b) (1).

Completion. 4.1 Completion shall take place at the Company's offices Vendor’s office on the Completion DateDate when all the acts and requirements set out in this Clause 4 shall be complied with. 4.2 On Completion Completion, the Vendor shall deliver delivers or procure the delivery to or, if the Purchaser shall so agree, make available to of all the Purchaser:-following: (a) transfers the Vendor deliver the relevant instruments of transfer and contract notes in respect of the agreed form relating to all transfer of the Sale Shares and the Venture Loans duly executed by the Vendor in favour of the Purchaser before or such other nominee(s) as the Purchaser may direct and such other documents as may be required to give a Notary Publicgood and effective transfer of title to the Sale Shares 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) the original Vendor deliver definitive share certificates in respect of the transfer deed executed on 31 December 1998 before Spanish Notary Public Maria-Isabel Gabarro Miquel pu▇▇▇▇▇▇ ▇▇ ▇▇i▇▇ ▇he Vendor acquired Sale Shares and other evidence as may be required by the Shares together with the original of transfer deed executed on 25 February 1999 pursuant to which Purchaser showing that the Vendor acquired is the Venture Loans and any reports or documents lodged with any relevant Spanish foreign investment authority concerning beneficial owner of the Venture LoansSale Shares, free from all Encumbrances; (c) resignations in the agreed terms duly executed Vendor deliver copies, certified as deeds of Mr John MacLean true and Mr ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ offi▇▇▇ ▇▇ ▇▇▇▇▇▇▇r or secretary complete by a director of the Company containing a confirmation that they have no claims (whether statutoryrespective Sale Companies, contractual or otherwise) against of resolutions of the Company for compensation for loss shareholders meeting/board of office or unpaid emoluments;directors approving the matters as stipulated in Clauses 4.3; and (d) the Company's Memorandum Vendor shall deliver to the Purchaser in respect of each Sale Companies: (i) all statutory records and articles of associationminute books (which shall be written up to date as at Completion), Register of Minutes of meetings of shareholders all unissued share certificates (if any) and directors, Register of agreements with sole shareholder, Shareholders Register, Companies House Certificate and cheque books of the Companyall other statutory records then; (eii) the documents evidencing the Venture Loans, including any cancelled Loans, the Investigation Permits all common seals and all Material Agreementsrubber 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 assets and all current contracts and all other accounting records; (fiii) copies of all tax returns and assessments (receipted where the Technical Data and due dates for payment fell on or before the contents of the Data RoomCompletion Date); (giv) the Disclosure Letter duly signed for all correspondence and on behalf of the Vendor; and 4.3 At or prior to Completion (and prior other documents belonging to the taking effect respective Sale Companies (including its constitutional documents); and provided that, if the Purchaser so agrees, delivery of the resignations of the directors all documents and records as referred to in clause 4.2(cthis Clause 4.2(d) above) shall be deemed to have been effected where they are situated in premises and shall continue to be in the sole occupation of each respective Sale Companies following Completion or otherwise in the custody of persons who shall remain officers and/or employees of the respective Sale Companies following Completion. 4.3 On Completion, the Vendor shall procure a meeting of the passing of board and/or shareholder resolutions shareholders/directors (as the case may beappropriate) in the agreed terms of the Company approving respective Sale Companies at which such matters shall be dealt with and resolved upon as the sale Purchaser shall require for the purposes of giving effect to the Shares and the Venture Loans:-provisions of this Agreement including: (a) sanctioning for registration approving the sale and purchase of the transfers in respect Sale Shares and this Agreement; and (b) amending the memorandum and articles of association of the Shares;respective Sale Companies as may be required by the Purchaser in writing prior to the Completion. 4.4 Against performance of the obligations by the Vendor under Clauses 4.2 and 4.3 above, the Purchaser shall deliver to the Vendor: (a) a certified copy of the directors’ and or members’ resolutions of the Purchaser approving this Agreement; and (b) a cashier cheque for the Consideration as set out in Clause 3.1. 4.5 If the Vendor, the Purchaser or the Company, as appropriate, shall fail to do anything required to be done by them under Clauses 4.2, 4.3 and 4.4, without prejudice to any other right or remedy available to the Vendor and the Purchaser, as applicable, the applicable party 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 parties’ rights to the extent that the other party shall not have complied with their obligations hereunder; or (c) rescind this Agreement without liability on its part.

Completion. 4.1 6.1 Subject to clause 2, Completion shall will take place at the Companyoffices of the Seller's offices Solicitors (or such other place as the Buyer and Seller may agree) on the Completion Date.Date when the following will take place: 4.2 On Completion 6.1.1 the Vendor shall deliver to orSeller will deliver, if the Purchaser shall so agreeor procure delivery, make available to the Purchaser:-Buyer of: (a) transfers all the Assets capable of passing by delivery including a copy of the Central Data Store (and title to those assets will pass by delivery); (b) such documents as are required by the Buyer’s Solicitors to complete the sale and purchase of the Assets and vest title to the Assets in the agreed form Buyer; (c) all documents of title and certificates for the lawful operation and use of, and all service documents pertaining to, the Plant and the Stock; (d) all documents of title, certificates, deeds, licences, agreements and other documents relating to the Business Intellectual Property (including all correspondence with the Shares patent and trade ▇▇▇▇ agents relating to any registered Business Intellectual Property and all registration certificates therefor) and all manuals, drawings, plans, documents and other materials and media on which the Venture Loans Business Information is recorded; (e) the Business Contracts (to the extent they are written); (f) duly executed releases in favour the Agreed Form in respect of all Security Interests on or affecting any of the Purchaser before a Notary PublicAssets; (g) the Completion Documents duly executed; (h) the Agreed Form schedules duly initialled by or on behalf of the Seller; and (i) all records required to be kept under the Working Time Regulations 1998 relating to the Employees. 6.1.2 the Buyer will deliver, or procure delivery, to the Seller of: (a) the Completion Documents duly executed; (b) the original of the transfer deed executed on 31 December 1998 before Spanish Notary Public Maria-Isabel Gabarro Miquel pu▇▇▇▇▇▇ ▇▇ ▇▇i▇▇ ▇he 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 Agreed Form schedules duly initialled by 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 John MacLean and Mr ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ offi▇▇▇ ▇▇ ▇▇▇▇▇▇▇r or secretary of the Company 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; (d) 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; andBuyer; 4.3 At or prior to Completion (and prior 6.1.3 against compliance by the Seller with its obligations under clause 6.1.1 the Buyer will pay the Price by electronic transfer to the taking effect Seller’s Solicitors (who are hereby authorised to receive the same and whose receipt shall be an absolute discharge of the resignations of Buyer) and which shall be distributed on Completion by the directors referred to in clause 4.2(c) above) the Vendor shall procure the passing of board and/or shareholder resolutions (Seller's Solicitors as the case may be) in the agreed terms of the Company approving the sale of the Shares and the Venture Loans:-follows: (a) sanctioning for registration the Retention by electronic transfer to the Escrow Account which shall be dealt with in accordance with Schedule 3; and (b) the balance of the transfers in respect Price to the account of the Shares;Seller. 6.2 The Buyer will not be obliged to complete the purchase of any of the Assets unless the purchase of all the Assets is completed in accordance with this Agreement. 6.3 The Buyer may, in its absolute discretion, waive any requirement contained in clause 6.1.1.

Completion. 4.1 6.1 Completion shall take place at the Company's offices of the Sellers' Solicitors on the Completion DateDate or at such other place and/or on such other date as may be agreed between the parties. 4.2 6.2 On Completion the Vendor AJ shall deliver to or, if the Purchaser Seller an original of the Tax Deed executed by the AJ Companies who are named therein and the Seller shall so agree, make available cause to the Purchaser:-be delivered to AJ: (a) duly executed transfers of the Shares specified in Schedule 1, Part 1 as being sold by them in each case in favour of AJ (or as it may direct) together with the share certificates relating to such Shares (b) the Certificate of Incorporation, Common Seal, Statutory Books and minute books of CGIL; (c) written resignations (with effect from the end of the relevant board meeting referred to in clause 6.3) of all directors and the secretary of CGIL, resigning from their respective offices with CGIL; (d) an unqualified letter of resignation from the auditors of CGIL complying in all respects with the requirements of section 392 Companies ▇▇▇ ▇▇▇▇, accompanied by a written confirmation that such auditors have no claims for unpaid fees or expenses; (e) if appropriate, a power of attorney in the agreed form relating duly executed by each of the Sellers; and (f) an original of the Tax Deed duly executed by each of the Sellers. 6.3 On Completion the Sellers shall (to all the extent they are each able) cause a board meeting of CGIL, to be duly convened and held at which: (a) the said transfers of the Shares shall be approved for registration (subject only to their being duly stamped by, and at the Venture Loans duly executed in favour of the Purchaser before a Notary Publiccost of, AJ); (b) such persons as may be nominated by AJ shall be appointed directors and secretary of CGIL (within the original maximum number, if any, permitted under their respective Articles of the transfer deed executed on 31 December 1998 before Spanish Notary Public Maria-Isabel Gabarro Miquel pu▇▇▇▇▇▇ ▇▇ ▇▇i▇▇ ▇he 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 LoansAssociation); (c) resignations in the agreed terms duly executed as deeds registered office of Mr John MacLean and Mr the Company is changed to ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ offi▇▇▇ ▇▇ ▇▇▇▇▇▇▇r or secretary of the Company containing a confirmation that they have no claims (whether statutory, contractual or otherwise) against the Company for compensation for loss of office or unpaid emolumentsLondon WC2E 5PT; (d) 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;bank mandates are revised in such manner as AJ reasonably requires; and (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 Ernst & Young are appointed as auditors 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 transfers in respect of the Shares;Company.

Completion. 4.1 5.1 Subject to the provisions of Clause 4, Completion shall take place at the Company's offices on the Completion DateDate at the offices of the Purchaser's Lawyers (or some other place as the parties may agree) when all (but not some only) of the events described in this Clause 5 shall occur. 4.2 On 5.2 At Completion, provided that all the conditions precedent to Completion provided in Clause 4.1 shall have been fulfilled or otherwise waived by the Vendor shall deliver to orrelevant party, if the Purchaser shall so agree, make available to the Purchaser:-Vendors shall: (a) transfers in deliver (or procure the agreed form relating delivery of) to all the Shares and the Venture Loans Purchaser: (i) duly executed transfers of its respective Sale Shares in favour of the Purchaser before a Notary Publictogether with the relevant share certificates in respect of such Sale Shares; (bii) such waivers or consents as the original Purchaser may require to enable the Purchaser or its nominees to be registered as holders of any of the transfer deed executed on 31 December 1998 before Spanish Notary Public MariaSale Shares; (iii) all the corporate records, statutory and other books (duly written up to date), consisting of the Articles of Incorporation and the By-Isabel Gabarro Miquel pu▇▇▇▇▇▇ ▇▇ ▇▇i▇▇ ▇he Vendor acquired the Shares Laws and all amendments thereto together with the original corresponding Securities and Exchange Commission Certificates of transfer deed executed on 25 February 1999 pursuant to which Registration therefor, the Vendor acquired Stock and Transfer Books, the Venture Loans Stock Certificate Books and the Minutes Books (or their equivalent) of the BVI Companies, the Company and the Investee Companies, common seals and any reports other papers and documents of the BVI Companies, the Company or documents lodged with any relevant Spanish foreign investment authority concerning the Venture LoansInvestee Companies in their possession; (cv) resignations written confirmation that the Vendors and none of the Company Directors or BVI Companies Directors are aware of any matter or thing which is a breach of or inconsistent with any of the Warranties; (vi) a legal opinion in form and substance satisfactory to the Purchaser issued by the Vendors' Lawyers confirming that the particulars of the Company and the Investee Companies (set out in Schedule 4) (including without limitation, the particulars of the registered shareholders and identity of the beneficial owners of the Investee Companies, if different from the registered shareholders) are true and accurate in all material aspects; (vii) an irrevocable proxy in favour of the Purchaser in the agreed approved terms (executed by each Vendor separately) to allow the Purchaser to vote in respect of the Sale Shares while ownership by the Purchaser over the Sale Shares has not been recorded in the books of the BVI Companies. Such proxy shall lapse as soon as the ownership of the Purchaser over the Sale Shares is recorded in the books of the BVI Companies; (viii) the Shareholders Agreement duly executed by such persons as deeds the Vendors shall advise pursuant to Clause 3.1(a); (ix) undated letters of Mr John MacLean resignation in the approved terms from all the BVI Companies Directors; (x) confirmation having been obtained, on terms satisfactory to the Purchaser, from the corporate agent, the registered agent and Mr company secretary of each BVI Company that on the Completion Date, the registers and other corporate records of each BVI Company shall be updated to reflect that the Purchaser shall be the sole shareholder in each BVI Company and that such corporate agent, registered agent and company secretary shall take instructions relating to the BVI Companies only from the Purchaser or the Purchaser's representatives; (xi) a certified true copy of a resolution passed by the board of directors of each BVI Company and AML Trading Limited, and certified by its respective company secretary, approving the execution of this Agreement and authorising ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ offi▇▇▇ ▇▇ ▇▇▇▇▇▇▇r Tanseco to negotiate and enter into this Agreement on the terms herein and provide all necessary approvals, consents, waivers, endorsements or secretary other documents referred to in this Agreement, in each case, on its behalf, and approving the transfers of the Company containing a confirmation that they have no claims (whether statutory, contractual or otherwise) against Sale Shares in favour of the Company for compensation for loss of office or unpaid emolumentsPurchaser; (dxii) a certified true copy of a resolution passed by the Company's Memorandum and articles board 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 directors of the Company, and certified by its company secretary, approving the execution of this Agreement and authorising Antonio Boglosa Villaruel to negotiate and enter into this Agreement on the terms herein and provide all necessary approvals, consents, waivers, endorsements or other documents referred to in this Agreement on its behalf, and approving the transfers of the Sale Shares in favour of the Purchaser; (exiii) the executed service agreements with the Continuing Employees pursuant to Clause 4.1(f); and (xiv) any other document required to vest title in the Sale Shares to the Purchaser. (b) do and execute or procure to be done and executed all such further acts, deeds, documents evidencing and things as may be necessary to give effect to the Venture Loans, terms of this Agreement (including any cancelled Loansthe sale of the Sale Shares). 5.3 At Completion, the Investigation Permits Purchaser shall: (a) allot the Consideration Shares in accordance with Clause 3.1(a) above, and all Material Agreementsshall deliver to the Vendors the share certificates in respect of the Consideration Shares; (fb) 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 deliver to the taking effect Vendors a bankers' draft for, or arrange for payment by telegraphic transfer of, the sum of US$1,500,000 to AML Trading Limited, or the resignations of bank account specified by AML Trading Limited in writing to the directors referred to in clause 4.2(c) above) Purchaser at least three business days before the Vendor shall procure the passing of board and/or shareholder resolutions Completion Date (as the case may be); (c) in deliver to the agreed terms Vendors the Promissory Note required to be delivered under Clause 3.1(c) of this Agreement and the Shareholders Agreement duly executed by it; (d) deliver to the Vendors written confirmation that the Purchaser and none of the Company approving the sale directors of the Shares Purchaser are aware of any matter or thing which is a breach of or inconsistent with any of the Purchaser's Warranties; (e) to the extent that Completion takes place before 18 December 2002 and the Venture Loans:-instalment payment of US$5,000,000 due to be paid to the shareholders of Viko Technology, Inc on 18 December 2002 pursuant to the Viko Share Purchase Agreement ("RELEVANT VIKO INSTALLMENT") shall not have been paid by the Purchaser, deliver an undertaking to the Vendors that the Purchaser shall make payment of the Relevant Viko Installment on or before 18 December 2002; (af) sanctioning for registration of deliver to the transfers Vendors written confirmation from the financial institution re-financing the Company's loan facilities referred to in respect of the Shares;Clause 4.1

Completion. 4.1 7.1 Completion shall take place at the CompanyLondon offices of the Purchaser's offices on Solicitors immediately after the Completion Datesigning of this Agreement when the events set out in Clauses 7.2 to 7.7 shall occur. 4.2 On 7.2 At Completion the Vendor Vendors shall deliver to or, if the Purchaser shall so agree, make available to the Purchaser:-Purchaser's Solicitors: (a) 7.2.1 duly completed and executed transfers in the agreed form relating to all of the Shares and the Venture Loans duly executed in favour of the Purchaser before or as it directs together with a Notary Publicpower of attorney from each Vendor in the agreed form enabling the Purchaser to vote the Shares pending its registration as shareholder; (b) 7.2.2 the original certificates for the Shares; 7.2.3 duly completed and signed transfers in favour of the transfer deed Purchaser (or as it may direct) of all shares of the Group Companies (other than the Company) not registered in the name of the Company and/or any other Group Company together with the relative share certificates; 7.2.4 the Tax Deed duly executed by the Vendors; 7.2.5 the resignations of each of the directors and the secretary of each Group Company from their respective offices in each Group Company, with a written acknowledgement under seal expressed to be subject to English Law from each of them in such form as the Purchaser requires that he has no claim against any Group Company on 31 December 1998 before Spanish Notary Public Maria-Isabel Gabarro Miquel pu▇▇▇any grounds whatsoever in respect of their positions as directors and secretary; 7.2.6 a letter in the Agreed Form from the existing auditors of the Company confirming that had they resigned at Completion they would have had no outstanding claims of any kind against the Company and confirming that had they so resigned there would have been 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; 7.2.7 evidence satisfactory to the Purchaser that all charges, debentures and other Security Interests and all guarantees affecting each Group Company (including without limitation Security Interests in favour of 3i plc) have been discharged in full; and 7.2.8 a letter of release in Agreed Form duly executed by Hero and Rens▇▇▇ ▇▇ ▇▇i▇▇ ▇he 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 John MacLean and Mr ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ offi▇▇▇ ▇▇ ▇▇▇▇▇▇▇r ited for itself and as duly authorised agent for each of its Associates confirming that with effect from Completion no sums are owed by any Group Company to Hero or secretary any of its Associates on any account whatsoever except in relation to monies owing to the Vendors or any of their Associates in relation to inter company trading in the ordinary course of business. 7.3 At Completion the following items in Clauses 7.3.1 to 7.3.8 and 7.3.10 shall be delivered or made available to the Purchaser by the Vendors, and the Purchaser shall procure the delivery of the items in 7.3.9 and 7.3.11: 7.3.1 the Certificate of Incorporation (and, where relevant, on Change of Name) of each Group Company (other than copies of the Certificate of Incorporation of the Company containing a confirmation that they have no claims (whether statutory, contractual or otherwise) against in respect of which constructive delivery shall be given); 7.3.2 the minute books of each Group Company duly made up to Completion; 7.3.3 the register of members and other statutory registers of each Group Company duly made up to Completion; 7.3.4 the common seal of the Company for compensation for loss and constructive delivery shall be given of office or unpaid emolumentsthe common seals of all other Group Companies; (d) the Company's Memorandum and articles 7.3.5 all unissued share certificates 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 each Group Company; (e) 7.3.6 the title deeds relating to each of the Properties together with the statutory declaration in relation to the property at Sawley; 7.3.7 constructive delivery of all books, accounts and documents evidencing the Venture Loans, including any cancelled Loans, the Investigation Permits of record and all Material Agreementsother documents in the possession or control of any of the Vendors in connection with each Group Company all complete and up to date; (f) the Technical Data and the contents 7.3.8 all bank statements of the Data Roomall bank accounts of each Group Company as at a date not more than three Business Days prior to Completion; (g) 7.3.9 new bank mandates to be given by each Group Company; 7.3.10 constructive delivery of all the Disclosure Letter duly signed for current cheque books, paying in books and on behalf unused cheques of the Vendoreach Group Company; 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 7.3.11 a written special resolution of the Company in the Agreed Form (i) effecting changes to its memorandum of association so as to confer, inter alia, an express power to give financial assistance (ii) approving certain transactions for the sale purpose of Chapter VI CA 1985 and (iii) changing the name of the Shares and Company to exclude reference to the Venture Loans:- (a) sanctioning for registration of the transfers in respect of the Shares;word "Hero".

Completion. 4.1 6.1 Completion shall take place at Units 7208-10, 72nd Floor, The Center, 99 Queen’s Road C., Central, Hong Kong (or at such other place as the Company's offices parties may agree) at 2:00 p.m. (time being of the essence) on the Completion Date.Date when all (but not part only) of the following businesses shall be transacted: 4.2 On Completion the (1) each Vendor shall deliver to or, if the Purchaser shall so agree, make available to the Purchaser:-Purchaser: (a) transfers the original instrument of transfer in the agreed form relating to all the respect of its Sale Shares and the Venture Loans duly executed in favour of the Purchaser before a Notary Publicand, where appropriate, its nominee, duly executed by such Vendor as transferor and the related sold note; (b) the original share certificate registered in the name of the transfer deed executed on 31 December 1998 before Spanish Notary Public Maria-Isabel Gabarro Miquel pu▇▇▇▇▇▇ ▇▇ ▇▇i▇▇ ▇he such Vendor acquired the Shares together with the original in respect 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 Loansits Sale Shares; (c) resignations (if applicable) all powers of attorney or other authorities under which the transfer in respect of its Sale Shares have been executed by or on behalf of such Vendor; (d) (AA) a certificate of good standing issued by the Registrar of Corporate Affairs in the agreed terms British Virgin Islands in respect of such Vendor and (BB) a certificate of incumbency issued by the registered agent of such Vendor in respect of such Vendor (including without limitation details of outstanding charges or securities created by such Vendor as recorded in the register of charges of such Vendor), both in customary form and dated no earlier than five (5) Business Days prior to the Completion Date; (e) the original written confirmation of such Vendor that there is no matter or thing which is in breach of or inconsistent with any of the Warranties; (f) where applicable, all documents and records relating to the Company and its subsidiaries which are in the possession or under the control of such Vendor; (g) three (3) counterparts of the Termination Agreement duly signed and executed by such Vendor; (i) a certified true copy or a certified true extract of board minutes or board resolutions and (ii) a certified true copy or a certified true extract of shareholders’ resolutions of such Vendor approving and authorizing the execution of this Agreement and performance of the transactions contemplated in this Agreement (including without limitation the entering into of the Termination Agreement); (i) (if applicable) the duly signed resignation letter(s) of the existing directors of the Company and each of its subsidiaries (if any) nominated by it with effect from the Completion Date, acknowledging and confirming that each of them has no claim, demand, litigation or proceeding whatsoever whether present or future against the Company and its subsidiaries in respect of disbursements, compensation for loss of office, unpaid fees or otherwise howsoever; (2) each of the Vendors shall deliver to the Purchaser cheque(s) in the respective sums of (for Estate Sun) HK$18,064.50 and (for Red Metro) HK$9,033.50, being the estimate of their share of the stamp duty payable by the Vendors in respect of the transfer of the Sale Shares as contemplated under this Agreement; (3) the Vendors jointly shall deliver to the Purchaser a certified true extract of the board minutes or board resolutions of the Vendor Guarantor approving and authorizing the execution of this Agreement and performance of the transactions contemplated in this Agreement; (4) the Vendors and the Purchaser shall procure written resolutions of the board of director(s) of the Company and each of its subsidiaries to be passed to approve (as applicable): (a) (in case of the Company only) the transfer of the Sale Shares from the Vendors to the Purchaser (or its nominee) and the registration of the Purchaser (or its nominee) as holder of the Sale Shares with effect from Completion; (b) (if so requested by the Purchaser) appoint such person(s) as nominated by the Purchaser as the director(s) of the Company and each of its subsidiaries with effect from the close of business of the relevant board meeting or passing of the relevant resolution and (if applicable) note the resignation of each of the existing director(s) of the Company and each of its subsidiaries, which resignation shall take effect from the date of the said appointment of the new director(s) of the Company or its subsidiaries (as the case may be); (c) (in the case of the Company only) the issue of share certificate in respect of the Sale Shares in the name of the Purchaser (or its nominee) with the common seal of the Company affixed thereon; (d) (in the case of the Company only) the entering into of the Termination Agreement by the Company; (e) the amendments to all existing authorities in respect of the operation of the bank accounts of the Company and each of its subsidiaries as the Purchaser shall require. (f) approve or note such other matters as may be incidental to the above matters and/or the Completion; (5) the Purchaser shall effect payment of the Consideration in accordance with Clause 4, and deliver to each of the Vendors and the Vendor Guarantor a certified true copy of the board minutes or board resolutions of the Purchaser approving and authorizing the execution of this Agreement and performance of the transactions contemplated in this Agreement; and (6) the Purchaser shall deliver to the Vendors two (2) counterparts of the Termination Agreement duly executed as deeds of Mr John MacLean by Financial Elite Limited, the Company and Mr ▇▇▇▇▇▇ ▇▇▇▇ Tang Sing ▇▇▇▇ ▇▇▇▇▇ offi▇▇▇ ▇▇ ▇▇▇▇▇▇▇r or . The Purchaser acknowledges that it will liaise with the company secretary of the Company containing a confirmation that they have no claims (whether statutory, contractual or otherwise) against then in office for the Company for compensation for loss of office or unpaid emoluments; (d) 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 issue of the Company; (enew share certificate(s) 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(cClause 6.1(4)(c) above) to it after Completion. 6.2 The transactions described in Clause 6.1 shall take place at the Vendor shall procure the passing of board and/or shareholder resolutions (as the case may be) same time, so that in the agreed terms default of the Company approving performance of any such transactions by a party, the other party shall not be obliged to complete the sale and purchase aforesaid (without prejudice to any further legal remedies). 6.3 Forthwith after Completion, the Purchaser shall arrange for the instrument of transfer relating to all the Sale Shares and the Venture Loans:- (a) sanctioning related bought and sold notes to be presented to the Stamp Office of Hong Kong for registration assessment of the transfers stamp duty payable in respect of the Shares;transfer of the Sale Shares as contemplated under this Agreement within the prescribed time limit under the Stamp Duty Ordinance so that no penalty for late stamping shall be payable by any party to such transfer.

Completion. 4.1 3.1 Completion shall take place at the Company's offices on of the Completion DateBuyer’s Solicitors (or at such other place as the parties may agree) immediately after the execution of this agreement. 4.2 3.2 On Completion the Vendor Seller shall deliver to or, if the Purchaser Buyer shall so agree, make available to the Purchaser:-Buyer: (a) transfers in the agreed common form relating to all the Shares and the Venture Loans duly executed in favour of the Purchaser before a Notary PublicBuyer (or as it may direct); (b) the original of the transfer deed executed on 31 December 1998 before Spanish Notary Public Maria-Isabel Gabarro Miquel pu▇▇▇▇▇▇ ▇▇ ▇▇i▇▇ ▇he Vendor acquired a share certificate relating to the Shares together with (or an indemnity in respect of a lost share certificate in a form reasonably acceptable to 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 LoansBuyer); (c) resignations in the agreed terms duly executed as deeds of Mr John MacLean and Mr J▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, D▇▇▇▇▇ ▇▇▇▇▇ offi▇, D▇▇▇▇▇ ▇’▇▇▇▇▇, J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇r ▇ Lass from their offices as director or secretary of the and their employment with any Group Company containing a confirmation that they have no claims (whether statutory, contractual or otherwise) against the Company for compensation for loss of office or unpaid emolumentsany Group Company; (d) the Company's Memorandum common seals, certificates of incorporation and articles of associationstatutory books, Register of Minutes of meetings of shareholders and directors, Register of agreements with sole shareholder, Shareholders Register, Companies House Certificate share certificate books and cheque books of the each Group Company; (e) the documents evidencing Tax Deed duly executed by the Venture Loans, including any cancelled Loans, the Investigation Permits and all Material AgreementsSeller; (f) all leases, title deeds and other documents relating to the Technical Data and Properties (except to the contents extent that the same are in the possession of the Data Roommortgagees 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 signed for and on behalf executed by the Seller; (j) share certificates relating to all of the Vendorissued 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 holder of the Shares in favour of the Buyer, appointing the Buyer to be its lawful attorney in respect of the Shares; (m) a deed of release executed by W▇▇▇▇ Fargo Foothill Inc. as facility agent and security agent for GSO Luxembourg Onshore Funding SARL in relation to the Third Party Debt; (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▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and A▇▇▇▇▇ ▇▇▇▇; (p) compromise agreements in the agreed form executed by K▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and A▇▇▇▇▇ ▇▇▇▇; and 4.3 (q) the Special Resolution. 3.3 At or prior to Completion (and prior to Completion, the taking effect of the resignations of the directors referred to in clause 4.2(c) above) the Vendor Seller 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:-each Group Company: (a) sanctioning for registration of (subject where necessary to due stamping) the transfers in respect of the Shares; (b) appointing P▇▇▇▇ ▇▇▇▇▇▇▇▇, J▇▇▇ ▇▇▇▇▇, P▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and B▇▇ ▇▇▇▇▇▇▇ as directors and J▇▇▇ ▇▇▇▇▇ as secretary of each Group Company; (c) revoking all mandates to bankers and giving authority in favour of the directors appointed under clause 3.3(b) above or such other persons as the Buyer may nominate to operate the bank accounts thereof; (d) resolving to repay a sum equal to that proportion of the Intra-Group Indebtedness owed by each relevant Group Company; (e) authorising the delivery to the Buyer of share certificate in respect of the Shares; (f) note the resignations referred to in clause 3.2(c) and 3.2(p) above; (g) 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 Seller a counterpart of the Tax Deed and the Transitional Services Agreement, both duly executed by the Buyer.

Completion. 4.1 3.1 Completion shall take place at the Company's offices on of Mourant du Feu & Jeune, 22 Grenville Street, St Helier, Jersey immediately after the Completion Dateexecution of this agreement. 4.2 3.2 On Completion the Vendor Vendors shall deliver to, or procure the delivery to or, if the Purchaser shall so agree, make available to the Purchaser:-of:- (a) transfers in the agreed common form relating to all the Shares and the Venture Loans duly executed in favour of the Purchaser before a Notary Public(or as it may have directed in writing prior to the date hereof); (b) share certificates relating to the original of the transfer deed executed on 31 December 1998 before Spanish Notary Public Maria-Isabel Gabarro Miquel pu▇▇▇▇▇▇ ▇▇ ▇▇i▇▇ ▇he 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 LoansShares; (c) effective written resignations in the agreed terms duly executed as their respective deeds of Mr John MacLean and Mr ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ offi▇and ▇▇ ▇▇ ▇ ▇▇▇▇▇▇▇r ▇▇▇▇ from their offices as director and any office or secretary employment of or by the Company containing a confirmation that they have no claims (whether statutory, contractual or otherwise) claim against the Company for compensation for loss of office or termination of employment or otherwise whether statutory or otherwise or for unpaid emolumentsremuneration; (d) the Company's Memorandum and articles Deed 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 Indemnity duly executed by the CompanyVendors; (e) a release duly executed as a deed by each of the documents evidencing Vendors in the Venture Loansagreed form, including releasing the Company and the Subsidiaries from any cancelled Loans, liability whatsoever (actual or contingent) which may be owing to the Investigation Permits and all Material AgreementsVendors by the Company or any of the Subsidiaries; (f) the Technical Data and the contents a certified copy of the Data Roomrelease given by Bank of Ireland in relation to all security granted pursuant to the Bank of Ireland Facility; (g) written confirmation from Barclays Bank plc that the Disclosure Letter initial conditions precedent contained in the Receivables Financing Agreement have been satisfied; (h) a copy of a legal opinion given by A & L Goodbody that there is a true sale in respect of the Receivables Financing Agreement; (i) a certified copy of an amendment agreement in respect of the TAGS Facility and the Liquidity Facility; (j) 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 TAGS Facility remains accurate and correct; (k) written confirmation from BHF BANK AG that it will not exercise any of its rights to demand the 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 signed for 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 the Subsidiaries; (b) 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 VendorVendors to the Purchaser or its representatives); and 4.3 (e) share certificates relating to all of the issued shares of each of the Subsidiaries. 3.4 At or prior to Completion (and prior to the taking effect of the resignations of the directors referred to in clause 4.2(c) above3.2 (c)) the Vendor Vendors 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:-Company:- (a) sanctioning for registration of (subject where necessary to due stamping) the transfers in respect of the Shares; (b) appointing such persons as the Purchaser may nominate to be additional directors of the Company; and (c) amending bank mandates by the removal and appointment of such persons as the 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 Purchaser authorising the entry into of this agreement by the Purchaser and the allotment of the Consideration Shares; (c) an opinion in the agreed form from Arnall Golden & ▇▇▇▇▇▇▇ relating, inter alia, to the right, power and authority of the Purchaser to enter into this agreement and the Transaction Documents; (d) the Registration Rights Agreement duly executed by the Purchaser; and (e) the Indemnity Escrow and Stock Pledge Agreement duly executed by the Purchaser. 3.6 On Completion, and on behalf of each of the Vendors, the Purchaser shall procure that the Transfer Agent shall deposit into escrow that aggregate number of Consideration Shares set out in column 3 of part C of schedule 1 in respect of the 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 Indemnity Escrow and Stock Pledge Agreement. 3.7 As soon as reasonably practicable following Completion and in any event no later than 5 business days after Completion, the Purchaser shall procure that the Transfer Agent shall despatch to the Vendors' Representative (for these purposes, care of the Vendors' Solicitors) stock certificates in respect of the Consideration Shares referred to in clause 3.5(a)(i) above and shall despatch to the Escrow Agent stock certificates in respect of the Escrow Shares referred to in clause 3.5(a)(ii) above.

Completion. 4.1 Completion 6.1 The sale and purchase of the Sale Shares shall take place be completed on the date hereof at the Company's offices on of the Completion DateSellers’ Solicitors (or at any other date or place agreed by the parties in writing). 4.2 6.2 On Completion the Vendor Sellers shall deliver or shall procure that the Company shall deliver to or, if the Purchaser shall so agree, make available to the Purchaser:-Buyer: (a) completed and signed transfers in of the agreed form relating Sale Shares to all the Shares Buyer or as it directs and the Venture Loans duly executed related share certificates or lost share certificate indemnities in favour of a form acceptable to the Purchaser before a Notary PublicBuyer; (b) if required by the original Buyer, any document necessary in order to enable the Buyer or its nominees to be registered as the holder of the transfer deed executed on 31 December 1998 before Spanish Notary Public Maria-Isabel Gabarro Miquel pu▇▇▇▇▇▇ ▇▇ ▇▇i▇▇ ▇he Vendor acquired the Sale 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 Loansfree from Encumbrances; (c) resignations 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; (d) letters of resignation in the agreed terms duly executed as deeds of Mr John MacLean and Mr form from Alexander ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ offiand ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇r or secretary ▇▇ as director of the Company 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; (d) 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 each Group Company; (e) the documents evidencing resignation of the Venture Loans, including any cancelled Loans, auditors of each Group Company and a statement under section 519 of the Investigation Permits Companies Act that none of the circumstances mentioned in that section exist and all Material Agreementsthat there are no fees or other payments due to them from the relevant Group Company; (f) the Technical Data and Tax Deed signed by the contents of the Data RoomWarrantors; (g) the Disclosure Letter duly signed for Letter; (h) in so far as in its possession, the title deeds and on behalf documents relating to the Real Property and in relation to those deeds and documents relating to the Real Property not within their or its possession the Sellers confirm that such deeds and documents are held to the order of the VendorCompany; and 4.3 At or prior to Completion (i) revised service agreements in agreed form between the Company and prior to the taking effect each of the Principal Shareholders. 6.3 On Completion the Warrantors shall procure the holding of meetings of the directors of each Group Company to do such of the following things as are applicable to it: (a) approve (subject to stamping) the transfers referred to in clause 6.2(a) and 6.2(i) above; (b) appoint the persons nominated by the Buyer as directors and the secretary (if any); (c) note the resignations referred to in clauses 6.2(d) and 6.2(e); (d) approve the documents referred to in clauses, 6.2(a) and 6.2.(i)and authorise one or more of the directors referred to in clause 4.2(c6.3(b) aboveto execute them on behalf of the relevant Group Company; (e) the Vendor shall procure the passing of board and/or shareholder resolutions (appoint Ernst & Young as the case may benew auditors; (f) in change the agreed terms of accounting reference date to 31 January 2012; (g) cancel the Company approving existing bank mandates and replace them with new mandates as requested by the sale of Buyer; and (h) pass any other resolutions reasonably requested by the Shares and Buyer. 6.4 On Completion the Venture Loans:-Buyer shall: (a) sanctioning for registration of the transfers pay £34,391,779 in respect of the SharesConsideration by electronic funds transfer in the manner specified in clause 3.2(a) which payment shall constitute a good discharge for the Buyer of its obligations to pay that amount; (b) pay £522,481 to the Company on behalf of Optionholders representing the aggregate amounts in satisfaction of (i) the aggregate exercise monies due (being £228,400) and (ii) £294,081.59 in respect of Tax (including employee national insurance contributions and PAYE) pursuant to the undertakings and authorisations provided by the Optionholders in the Exercise Forms and each of the Optionholders agrees that the amount so payable in respect of any Optionholder (other than employer’s national insurance contributions) shall be deducted from the cash amount otherwise payable to that Optionholder for his/her Ordinary Shares and the Buyer agrees to procure that the Company shall pay to the relevant Taxation Authority such amounts due in respect of Tax; (c) procure that on or shortly after Completion £9,200,000 is paid by the Company together with interest accrued thereon to the holders of the Outstanding Notes (subject to any required deduction of Tax) and the Principal Sellers confirm such payment shall discharge in full such Outstanding Notes; (d) pay £17,515,689 to the Company in respect of the Cash Bonus and the Buyer shall procure that the sum of £17,515,689 is paid out in respect of the Cash Bonus to the Employees as the Sellers’ Agent may direct subject to deduction of Tax as required (which the Company shall pay to the relevant Taxation Authority as and when required); (e) pay £3,397,270 to the Company in respect of the employer’s National Insurance and PSRI payable in relation to (i) the Cash Bonus; (ii) the appointment by the EBT of the beneficial ownership of 1,928 shares on or shortly before Completion; and (iii) the exercise of the Options by the Optionholders and that the Company pays £3,397,270 to the relevant Taxation Authority as and when required in respect of the employer’s National Insurance and PSRI payable in relation to the matters listed in (i). (ii) and (iii) above; (f) pay £1,000,000 into the Escrow Account in accordance with clause 3.2(d). (g) pay to the Sellers’ Solicitors £9,734,620 being the amount of the Consideration to be distributed to each Optionholder after taking account of the amounts to be withheld from such Optionholder pursuant to clause 6.4(b) above; (h) pay £2,681,700 to the Company in respect of the swap cancellation costs and £570,000 to the Company in respect of accrued interest on the borrowings from Lloyds Bank plc and on the Outstanding Notes; (i) procure that the Company:- (i) adopts and maintains in force through the period during which any sum is payable thereunder the Management Bonus Scheme and pays the Management Bonus (if any) in accordance with its terms; (ii) adopts and maintains in force through the period during which any sum is payable thereunder the Executive Bonus Scheme and pays the Executive Bonus (if any) in accordance with its terms and (j) deliver to the Sellers or to the Sellers’ Solicitors (whose receipt shall be a sufficient discharge): (i) a counterpart of the Tax Deed executed by the Buyer; (ii) a certified copy of the minutes of the board of directors of the Buyer and any shareholder resolutions which are required authorising the execution and performance by the Buyer of its obligations under this agreement and the Tax Deed; (iii) the Consideration Loan Notes and a certified copy of the executed Consideration Loan Note Instrument and the Consideration Loan Note Security; (iv) the Retention Loan Notes and a certified copy of the Retention Loan Note Instrument; (v) the B Loan Notes and a certified copy of the B Loan Note Instrument; and (vi) the Genesco Minutes and an opinion letter in the agreed form setting out certain details in respect of Genesco, including its ability to enter into this agreement and the Consideration Loan Note Instrument. 6.5 The parties hereto agree and comply with the terms of the Management Bonus Scheme.

Completion. 4.1 Completion of the sale and purchase of the Shares shall take place at the Company's offices on of the Purchaser’s Solicitors immediately after signature and exchange of this agreement (‘the Completion Date.’) when and where the matters referred to in clauses 4.1 to 4.4 shall be carried out: 4.2 On Completion the Vendor 4.1 The Vendors shall deliver to or, if the Purchaser shall so agree, make available to the Purchaser:-Purchaser: (a) 4.1.1 transfers in the agreed form relating to all of the Shares and the Venture Loans duly executed by the registered holders in favour of the Purchaser before a Notary Public(or as it in writing directs), accompanied by their respective share certificates, in such form as is necessary for the Purchaser to establish legal ownership in accordance with English law; (b) 4.1.2 the original share certificate in respect of 1,500 shares of common stock, representing all of the transfer deed executed on 31 December 1998 before Spanish Notary Public Maria-Isabel Gabarro Miquel pu▇▇▇▇▇▇ ▇▇ ▇▇i▇▇ ▇he Vendor acquired outstanding equity shares of the Shares Subsidiary; 4.1.3 the certificates of incorporation, statutory books (including minute books) and all books of account and other records of the Company and the Subsidiary complete and (where appropriate) written up to date immediately prior to the Completion Date; 4.1.4 the title deeds to the Properties and all ancillary documents, together with confirmation of 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 lost title deeds indemnity insurance cover in the agreed terms duly executed as deeds amount; 4.1.5 the resignation of Mr John MacLean each of the existing directors and Mr ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ offi▇▇▇ ▇▇ ▇▇▇▇▇▇▇r or secretary of the Company containing and of the Subsidiary, with a confirmation written acknowledgement, waiver and release from each (executed as a deed in the Agreed Form) that they have he has no claims (claim whatever against ISS, the Company, the Subsidiary or their respective Affiliates, whether statutory, contractual or otherwise) against the Company for in respect of compensation for loss of office office, damages, pensions, loans or unpaid emolumentsotherwise, and whether under any agreement to which he is a party (excluding any usual salary, other remuneration, benefits and any expenses due and payable by the Company to such directors and secretary under their current service agreements with the Company); (d) 4.1.6 a Tax Deed in the form set out in Schedule 5, duly executed by each of the Vendors, the Company and the Subsidiary; 4.1.7 statements from the Company's Memorandum ’s and articles the Subsidiary’s bankers as to the current and deposit account balances of associationthe Company and of the Subsidiary covering the period from 1 June 2010 through the close of business on the last Business Day preceding Completion; 4.1.8 appropriate forms to amend the mandates given by the Company and the Subsidiary to its bankers; 4.1.9 written confirmation from the Vendors in the Agreed Form that there are no subsisting guarantees given by the Company or the Subsidiary in their favour and that, Register of Minutes of meetings of shareholders after compliance with clause 4.3.2, there will remain no debt outstanding between the Vendors or their Affiliates and directors, Register of agreements with sole shareholder, Shareholders Register, Companies House Certificate and cheque books of the Company; (e) 4.1.10 appropriate certified resolutions of the documents evidencing Company and the Venture Loans, including any cancelled LoansSubsidiary authorising execution of this agreement, the Investigation Permits Tax Deed and any other ancillary documentation required to be executed by such companies in the Agreed Form; 4.1.11 original certificates in respect of the Registered IPR; 4.1.12 evidence (in the Agreed Form) of the release from any and all Material AgreementsIncumbrances created by the Company or the Subsidiary, or to which any of their assets is subject, or (as appropriate) certificates of non-crystallisation; (f) the Technical Data and the contents of the Data Room; (g) 4.1.13 the Disclosure Letter duly signed for and on behalf of executed by the VendorVendors; 4.1.14 the Lock-Up Agreements duly executed by the Vendors; 4.1.15 the Shareholder Representation Agreements duly executed by the Vendors; and 4.3 At or prior to Completion (4.1.16 the Escrow Agreement duly executed by the Vendors. 4.2 The Vendors will procure that a board meeting of the Company and prior to of the taking effect Subsidiary shall be held at which: 4.2.1 those persons nominated and designated by the Purchaser shall be appointed as directors, secretary and as other officers of the Company and the Subsidiary; 4.2.2 the resignations of the directors and officers referred to in clause 4.2(c4.1.5 shall be submitted and accepted; 4.2.3 the transfers of the Shares (subject to stamping) above) shall be approved for registration; 4.2.4 the Vendor existing bank mandates given by the Company and the Subsidiary shall procure be cancelled; and 4.2.5 the passing registered offices of board and/or shareholder resolutions (the Company and the Subsidiary shall be changed as the case Purchaser may be) direct. 4.3 The Purchaser and/or ISS shall: 4.3.1 pay by a telegraphic transfer of funds from Purchaser’s Solicitors’ bank account to the Vendors’ Solicitors’ bank account in respect of that part of the Purchase Price as is payable in cash, to and in favour of the Vendors’ Solicitors (whose receipt shall be a full discharge to the Purchaser and ISS); 4.3.2 procure that the Company repay to the Second Vendor the Vendor’s Loan within 10 Business Days of the Completion Date; 4.3.3 deliver to the Vendors the Disclosure Letter duly executed by the Purchaser and ISS; 4.3.4 deliver to the Vendors the Escrow Agreement duly executed by the Purchaser and ISS; 4.3.5 deliver to the Vendors a certified copy of resolutions of the board of directors of the Purchaser: 4.3.5.1 approving the Transactions; and 4.3.5.2 authorising the directors of the Purchaser to take any and all steps necessary to complete this agreement. 4.4 ISS shall deliver certificates evidencing the Consideration Shares to the Escrow Agent for deposit in the agreed Escrow Account under the terms of the Company approving Escrow Agreement. 4.5 If the sale provisions of clauses 4.1 through 4.3 are not complied with in any respect on the Shares Completion Date, the Purchaser may, in its discretion, and without prejudice to any other rights it has under this agreement or otherwise: 4.5.1 defer Completion to a date not more than 28 days after the Venture Loans:-Completion Date (in which case the provisions of clauses 4.1 through 4.5 shall apply to Completion as so deferred); or (a) sanctioning for registration 4.5.2 proceed to Completion so far as practicable; or 4.5.3 terminate this agreement without incurring any liability to the Vendors or any of the transfers in respect of the Shares;them.

Completion. 4.1 Unless otherwise agreed Completion shall take place at the Companyoffices of the Purchaser's offices Solicitors on or before 2.00 p.m. on the Completion Date. 4.2 On Completion the Vendor shall Vendors shall:- (A) deliver to or, if the Purchaser shall so agree, make available to the Purchaser:- (a) duly executed transfers in the agreed form relating to all of the Shares and the Venture Loans duly executed in favour of the Purchaser before together with the share certificates therefor or an indemnity in a Notary Publicform required by the Purchaser in the case of any missing share certificates; (b) to the original extent not given in this Agreement, irrevocable powers of attorney in the Agreed Form executed by each of the transfer deed executed on 31 December 1998 before Spanish Notary Public Maria-Isabel Gabarro Miquel pu▇▇▇▇▇▇ ▇▇ ▇▇i▇▇ ▇he Vendor acquired registered holders of the Shares together with authorising the original Purchaser or its nominees to exercise all voting and other rights attaching to the Shares until registration of transfer deed executed on 25 February 1999 pursuant to which the Vendor acquired Purchaser or such nominees as the Venture Loans and any reports or documents lodged with any relevant Spanish foreign investment authority concerning the Venture Loansholder(s) thereof; (c) resignations save as otherwise agreed, share certificates in respect of all the issued shares in the agreed terms Subsidiaries and duly executed transfers in blank in respect of all of such shares not registered in the name of the Company (or any Subsidiary) or in the case of the Excluded Subsidiaries such of the share certificates as are in the Vendors= control; (d) save as otherwise agreed, 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 (other than the Excluded Subsidiaries in respect of which the Vendors shall deliver such of the statutory records as are in their control); (e) the Tax Deed duly executed as a deed by each of the Covenantors therein mentioned; (f) a confirmation in Agreed Form executed as a deed by each of the Vendors to 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; (g) save as otherwise agreed, the written resignations of each of the Directors and the Secretary of each of the Companies to the extent required by the Purchaser, 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; (h) save as otherwise agreed, a statement showing the balances on all bank accounts of each Company (other than the Excluded Subsidiaries), at 28 February 1999 together with a list of all sums received and cheques drawn in excess of ,250 for any one item since the date of the relevant statement; (i) save in respect of the Excluded Subsidiaries and as otherwise agreed, all cheque books and 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 terms of any replacement mandates therefor; (j) the title deeds to the Properties; (k) the Service Agreements duly executed by each of Mr John MacLean those Vendors selling A Shares pursuant to this Agreement; (l) a certified copy of the minutes of a meeting of the remuneration committee of the Company approving and Mr ▇authorising signature of and delivery of the Option Letters, conditional only upon Completion, to the Vendors. (B) repay or procure the repayment in full (even if not due for repayment) within 20 business days of Completion: (a) of all amounts owing by the Group to third parties (other than such debts which are or are to be provided for in the determination of the Net Current Assets in accordance with Schedule 5); and (b) of ,49,666 owed to the Group by ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ offi▇▇▇ ▇▇ ▇▇▇▇▇▇▇r or secretary Limited, and of all amounts owing by any of the Company containing Vendors or any connected persons or associates or directors of them or any of them or any company in which any of the Vendors is a confirmation participator (other than any such amounts which are or will be provided for in the determination of the Net Current Assets, in accordance with Schedule 5); (C) procure that they have no claims all guarantees or indemnities given by or binding on any of the Companies in respect of any liabilities or obligations (whether statutoryactual or contingent) of any of the Vendors or any of such connected persons or associates or directors or companies in which any of the Vendors is a participator are fully and effectively released without cost to any of the Companies (other than any such guarantees, contractual liabilities or otherwiseobligations which are or will be provided for in the determination of the Net Current Assets, in accordance with Schedule 5; (D) against procure that a meeting of the Company board of directors of each of the Companies (including the Excluded Subsidiaries) shall be held at which, save as otherwise agreed:- (a) the transfers of the Shares and, as the case may be, the transfers in blank referred to in clause 4.2(A), if completed by the Purchaser, shall be approved for compensation for loss registration subject only to them being duly stamped; (b) the said resignations shall be accepted with effect from the conclusion of office or unpaid emolumentsthe meeting and such persons as the Purchaser shall nominate shall be appointed directors, the secretary and auditors; (c) all existing bank mandates shall be cancelled and fresh instructions shall be issued to bankers as the Purchaser shall require; (d) such other business shall be attended to as 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 Purchaser shall reasonably require. 4.3 Subject to conclusion of the Companymatters referred to in clause 4.2 above the Purchaser shall on Completion:-~ (A) deliver to the Vendors= Solicitors by telegraphic transfer ,8,750,000 pursuant to clause 3.2(A); (eB) issue and allot such number of Loan Notes and Consideration Shares (in the documents evidencing case of the Venture LoansConsideration Shares, including any cancelled Loanswithin seven business days of Completion) to each Vendor as determined in accordance with clause 3.2(B) and shall deliver the certificates in respect of the Loan Notes and the Consideration Shares to the Escrow Agent (in the case of the Consideration Shares, within such seven business days of Completion) in accordance with the Investigation Permits Escrow Arrangements and all Material shall promptly send copies thereof to the Vendors= Solicitors certifying that the same have been deposited with the Escrow Agent but that such copies are not valid for making a demand under the guarantee contained in the Loan Note Instrument; (D) deliver to the Vendors' Solicitors counterparts of the Tax Deed and the Service Agreements; (fE) deliver to the Technical Data Vendors= Solicitors a secretary=s certificate in Agreed Form confirming the passing of the resolutions of the board of directors of the Purchaser authorising, inter alia, execution of this Agreement and the contents issue of the Data RoomConsideration Shares; (gF) deliver to the Disclosure Letter Vendors= Representative a copy of the guarantee in the form set out in Schedule 5 of the Loan Note Instrument to each of the Vendors duly signed for and on behalf by the Royal Bank of the VendorScotland plc as guarantor; and 4.3 At or prior to Completion (and prior G) deliver to the taking effect of Vendors= Representative confirmation in the resignations of Agreed Form that the directors insurance cover referred to in clause 4.2(c7.9(d) above) the Vendor is in place. 4.4 The Purchaser shall procure the passing of board and/or shareholder resolutions (as the case may be) in the agreed terms delivery of the Company approving Option Letters to the sale Vendors= Representative on Completion. 4.5 The parties shall procure that their respective solicitors or other agents shall duly retain and deal with all deeds, documents, agreements and payments delivered to them in accordance with the provisions of the Shares and the Venture Loans:- (a) sanctioning for registration of the transfers in respect of the Shares;this clause 4.

Completion. 4.1 Completion shall take place at the Companyoffices of the Purchaser's offices on Solicitors immediately after the Completion Dateexchange of this agreement when the parties shall comply with their respective obligations as set out in this clause. 4.2 On Completion the Vendor The Vendors shall deliver to or, if the Purchaser shall so agree, make available or (at the option of the Purchaser) to the Purchaser:-its nominee(s):- (a) 4.2.1 duly executed share transfers in the agreed form relating to all respect of 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 Maria-Isabel Gabarro Miquel pu▇▇▇▇▇▇ ▇▇ ▇▇i▇▇ ▇he Vendor acquired the Shares or as it may direct, 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 Loansshare certificates; (c) 4.2.2 written resignations in the agreed terms duly and releases executed as deeds of Mr John MacLean and Mr ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ offiin the Agreed Form from all persons other than Vinc▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇r ▇▇ Malc▇▇▇ ▇▇▇▇▇-▇▇▇▇▇ ▇▇▇, on or secretary immediately prior to Completion, may be directors or secretaries of the Company, resigning their offices and releasing the Company from all claims and rights of action whether by way of compensation, remuneration, redundancy payments or otherwise except for accrued remuneration and reasonable business expenses (if any) for the month then current; 4.2.3 the unqualified resignation with effect from Completion of the present Auditors as auditors of the Company containing by notice in accordance with section 392 of the Companies Act which shall contain a statement in accordance with section 394 of the Companies Act together with confirmation that they have no claims (whether statutory, contractual or otherwise) against the Company for compensation for loss of office unpaid fees or unpaid emolumentsexpenses; (d) 4.2.4 The certificate of incorporation and the Company's Memorandum and articles 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 Association of the CompanyCompany and the registers and books required by the Companies Act to be kept by it all of which shall be written up to date as at Completion; (e) 4.2.5 a letter from the Vendors specifying the whereabouts of any title deeds, agreements, books and records and other documents evidencing of the Venture Loans, including any cancelled Loans, Company which shall not be held at the Investigation Permits Property and all Material Agreementsdirecting the holders of them to deliver them up to the Purchaser's authorised representatives immediately upon request; (f) the Technical Data and the contents 4.2.6 certificates from each of the Data Room; (g) banks at which the Disclosure Letter duly signed for and on behalf Company maintain accounts of the Vendoramounts standing to the credit or debit of such accounts at the close of business on the second business day preceding Completion together with a list of all unpresented cheques and uncleared lodgements which upon presentation or clearance would be debited or credited to such accounts. 4.3 The Vendors shall on the Completion Date:- 4.3.1 procure that none of them or any of their Associates has any claims or rights of action against the Company and that the Company is not in any way obligated or indebted to any of them or to any such Associates save for arrears of salary and reasonable business expenses no more than one month due, for bonuses not to exceed 81,026.55 pounds in aggregate in respect of bonuses due to Mich▇▇▇ ▇▇▇▇▇ ▇▇▇c▇▇▇ ▇▇▇▇▇ ▇▇▇e▇, ▇▇ne ▇▇ ▇▇▇▇▇▇▇ ▇▇▇ Vinc▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇ save for indebtedness not exceeding 250,000 pounds owed to Infomart in respect of services supplied prior to Completion; and 4.3 At or prior to Completion (4.3.2 procure that each of them and prior their Associates shall have repaid to the taking effect Company all sums which may be owed by any of them to the Company on any account whatsoever, whether or not such sums shall be due and payable on or before Completion; 4.3.3 deliver to the Purchaser letters executed as deeds in the Agreed Form confirming that they have complied with clauses 4.3.1 and 4.3.2 and irrevocably and unconditionally releasing the Company from all obligations and liabilities as contemplated by clause 4.3.1. 4.4 The Vendors shall procure that a board meeting of the resignations Company will be held which will transact the following business:- 4.4.1 ( subject only to them being stamped) the approval of the directors transfers of the Shares referred to in clause 4.2(c4.2.1 and the Purchaser and/or its nominee(s) above) the Vendor shall procure the passing of board and/or shareholder resolutions (as the case may be) being entered in the agreed terms register of members of the Company approving as the sale holders of the Shares and the Venture Loans:- (a) sanctioning for registration of the transfers specified in respect of the Sharesthose transfers;

Completion. 4.1 8.1 Subject to clause 5, Completion shall will take place at the Company's offices of the Seller’s Solicitors on the Completion Date.Date (or such other place as the parties may agree), when the following will take place: 4.2 On Completion 8.1.1 the Vendor shall deliver Seller will deliver, or procure delivery, (in the case of items (a) to or, if (d) below at the Purchaser shall so agree, make available Property) to the Purchaser:-Buyer of: (a) transfers in the agreed form relating to all the Shares Assets capable of passing by delivery (and the Venture Loans duly executed in favour of the Purchaser before a Notary Publictitle to those assets will pass by delivery); (b) all documents of title and certificates it may hold exclusively relating to the original of lawful operation and use of, and all service documents pertaining to the transfer deed executed on 31 December 1998 before Spanish Notary Public Maria-Isabel Gabarro Miquel pu▇▇▇▇▇▇ ▇▇ ▇▇i▇▇ ▇he Vendor acquired Plant, and 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 LoansStock; (c) resignations in all documents of title, certificates, deeds, licences, agreements and other documents it may hold exclusively relating to the agreed terms duly executed as deeds of Mr John MacLean Business Intellectual Property (including any correspondence with the patent and Mr ▇▇▇trade m▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ offi▇▇▇ ▇▇ ▇▇▇▇▇▇▇r or secretary of agents relating to any registered Business Intellectual Property and all registration certificates therefor) and all manuals, drawings, plans, documents and other materials and media it may hold on which the Company containing a confirmation that they have no claims (whether statutory, contractual or otherwise) against the Company for compensation for loss of office or unpaid emolumentsBusiness Information is exclusively recorded; (d) 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 Business Contracts to the Companyextent they are written; (e) the documents evidencing duly executed HBoS Release in the Venture Loans, including any cancelled Loans, the Investigation Permits and all Material Agreementsagreed form; (f) the Technical Data and Licence duly executed by the contents of the Data RoomSeller; (g) duly executed board minutes and written resolution evidencing the Disclosure Letter change of name of McMurdo Limited, McMurdo Marine Limited, McMurdo Lights Limited and Nova Marine Systems Limited; (h) the NAV 7 Licence duly executed by the Seller; (i) the Trade M▇▇▇ Assignment duly executed by the Seller; (j) the Transitional Services Agreement duly signed for and on behalf of by the VendorSeller; 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) abovek) the Vendor shall procure Patent Assignment duly executed by the passing of board and/or shareholder resolutions (as Seller 8.1.2 against compliance by the case may be) in Seller with its obligations under clause 8. 1.1 the agreed terms of the Company approving the sale of the Shares and the Venture Loans:-Buyer will: (a) sanctioning for registration deliver, or procure delivery, to the Seller of: (i) the Licence duly executed by the Buyer; (ii) the NAV 7 Licence duly executed by the Seller; (iii) the Trade M▇▇▇ Assignment duly executed by the Seller; and (iv) the Patent Assignment duly executed by the Seller; (v) the Transitional Services Agreement duly signed by the Buyer; (b) pay £2,792,020 of the transfers in respect Initial Price by electronic transfer to the Seller’s Solicitors Account and the Seller’s Solicitors are hereby authorised to receive the same and whose receipt will be an absolute discharge of the Shares;Buyer; and (c) pay the Retention by electronic transfer to the Retention Account. 8.2 The Buyer will not be obliged to complete the purchase of any of the Assets unless the purchase of all the Assets is completed in accordance with this Agreement.

Completion. 4.1 7.1 Completion shall take place outside the UK at such place agreed upon in writing by the Company's offices parties on the Completion Date, when all the business referred to in Clauses 7.2 to 7.4 (inclusive) shall be transacted. 4.2 On Completion the Vendor 7.2 At Completion, THG shall deliver to or, if or shall procure the Purchaser shall so agree, make available delivery to the Purchaser:-Buyer of: 7.2.1 original executed transfers of the Shares in favour of the Buyer (aor such other person as the Buyer directs) transfers from each relevant Seller (as applicable) in the agreed form relating to together with the share certificates for all the Shares and (or an indemnity in the Venture Loans duly executed agreed form in the case of any missing, lost or destroyed certificates); 7.2.2 original powers of attorney in favour of the Purchaser before a Notary Public; Buyer (bor as it directs) the original of the transfer deed executed on 31 December 1998 before Spanish Notary Public Maria-Isabel Gabarro Miquel pu▇▇▇▇▇▇ ▇▇ ▇▇i▇▇ ▇he 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 form executed by each relevant Seller (as deeds applicable) to enable the Buyer (or other such person) to exercise all voting and other rights attaching to the Shares held by each such relevant Seller pending registration; 7.2.3 an original or copy of Mr John MacLean and Mr a letter of resignation from ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ offi▇▇▇ ▇▇ ▇▇▇▇▇▇▇r or secretary in respect of each Group Company of which he is a director in the agreed form; 7.2.4 to the extent not in the possession of a Group Company, such share certificates showing the name of the relevant Company containing a confirmation that they have no claims or another of the Group Companies as registered holder in respect of all the shares in each of the Subsidiaries as may be in the possession of THG (whether statutoryor an indemnity in the agreed form in the case of any missing, contractual lost or otherwisedestroyed certificates); 7.2.5 the original or copy of the HSIB Coverholder Agreement executed by HSIB and CSL on behalf of the Members of Syndicate 1084 and the HSIB transitional services agreement executed by HSIB and CSL; 7.2.6 the originals or copies of the executed agreements (or, as the case may be, deeds) against and other relevant documentation effecting or, as applicable, evidencing the Company for compensation for loss termination and final settlement, discharge and release of office or unpaid emolumentsall liabilities and obligations of the relevant Group Companies under: (a) the THIC Loan and the THG Line of Credit; (b) the THG USD Loan and the THG AUD Loan pursuant to the THG Loan Reorganisation; (c) the Services Agreements; (d) 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;THIC Guarantee; and (e) the documents evidencing the Venture Loans, including any cancelled Loans, the Investigation Permits recharge agreement between THG and all Material AgreementsCSL dated 1 January 2016; (f) 7.2.7 the Technical Data and the contents originals or copies of the Data Room; executed agreements (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 (or, as the case may be, deeds) and other relevant documentation effecting or, as applicable, evidencing either (in each case to the agreed terms of extent entered into, without prejudice to the Company approving the sale of the Shares and the Venture Loans:-parties’ obligations with respect thereto under Clause 6.5): (a) sanctioning the termination, cancellation and final settlement, discharge and release of all liabilities and obligations of the relevant Group Companies under the FAL LOC Facility Agreement, any letters of credit issued thereunder and the Charge over Account, as referred to in Clause 6.5.3; or (b) the amendment of the FAL LOC Facility Agreement and, to the extent necessary, the Charge over Account to reflect the renegotiated position reached with the FAL LOC Finance Parties, as described in Clause 6.5.2, including in either case any ancillary and condition precedent documentation required by the LOC Finance Parties in connection therewith; 7.2.8 an original or a copy of the Transitional Services Agreement executed by THIC and CUSL; 7.2.9 an original or a copy of the agreements described in Clause 7.4.3(c) executed by THIC and CIC, and Clause 7.4.3(d) executed by the relevant parties; 7.2.10 an original or a copy of the Leakage Certificate; 7.2.11 an original or a copy of the MAE Certificate; 7.2.12 an original or a copy of a letter from Hanover Australia BidCo Pty Ltd to BGF Nominees Pty Ltd notifying BGF Nominees Pty Ltd of the change of control of SLE Holdings Pty Ltd, in accordance with Clause 7.5(a) of the share purchase agreement in relation to SLE Holdings Pty Ltd dated 1 July 2017; 7.2.13 to the extent not in the possession of a Group Company, such Leases as may be in the possession of THG; 7.2.14 to the extent not in the possession of a Group Company, such statutory books and minute books (which shall be written up to the time immediately prior to Completion) of each Group Company as may be in the possession of THG; 7.2.15 to the extent applicable, and to the extent not in the possession of a Group Company, the company authentication code for online filing with Companies House for each Group Company and confirmation as to which Group Companies have signed up to “protected online filing” with Companies House (otherwise known as “PROOF”), and the equivalent details (where available) for those Group Companies incorporated outside the UK; 7.2.16 to the extent required by the Buyer in connection with its obligations under Clauses 10.11 to 10.13 (inclusive), and to the extent not in the possession of a Group Company, the username and passwords for the Information Technology Systems (including any social media accounts opened by the Group) but excluding any Information Technology Systems that remain in THG’s control post-completion; 7.2.17 to the extent not in the possession of a Group Company, a copy of the board minutes of the board meetings referred to in Clause 7.3; and 7.2.18 an original or a copy of any power of attorney or other authority under which this Agreement or any document referred to in it is executed on behalf of THG. 7.3 At Completion, THG shall procure that a board meeting of each of the Group Companies is held at which the directors of each Group Company: 7.3.1 (in the case of each Company only) approve the registration of the share transfers referred to in respect Clause 7.2.1 (subject only to stamping); and 7.3.2 accept the resignations referred to in Clause 7.2.3 and the appointment of new directors nominated by the SharesBuyer in advance of Completion (with such appointments being conditional on any regulatory approvals or consents which are required in advance from an Authority). 7.4 At Completion, the Buyer shall: 7.4.1 pay the Consideration in accordance with Clause 4.2; 7.4.2 deposit the Contingent Consideration into the Escrow Account in accordance with Clause 4.7; and

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 at the Company's offices on the Completion Date.Date at the offices of 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 On Completion (i) the Vendor Vendors shall (so far as it is within their respective powers and capacities so to do) deliver or cause to or, if the Purchaser shall so agree, make available be delivered to the Purchaser:- (a) transfers in the agreed form relating to all the Shares and the Venture Loans duly executed in favour certified true copies of the Purchaser before a Notary Publicdocuments referred to in Clauses 2(A) (vi) to (ix); (b) the original Deed of Indemnity duly executed by each of the transfer deed executed on 31 December 1998 before Spanish Notary Public Maria-Isabel Gabarro Miquel pu▇▇▇▇▇▇ ▇▇ ▇▇i▇▇ ▇he 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 LoansVendors; (c) resignations in evidence to the agreed terms duly executed as deeds of Mr John MacLean and Mr ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ offi▇▇▇ ▇▇ ▇▇▇▇▇▇▇r or secretary satisfaction of the Company containing a confirmation Purchaser that they have no claims (whether statutory, contractual or otherwise) against the Company for compensation for loss term of office or unpaid emolumentsthe Joint Venture Contract has been validly extended from 20 years to 31 years; (d) certified true copies of such legal opinions to the Company's Memorandum satisfaction of the Purchaser (in form and articles of association, Register of Minutes of meetings of shareholders substance) as the Purchaser may request; (ii) the Vendors (so far as it is within their respective powers and directors, Register of agreements capacities so to do) shall procure that with sole shareholder, Shareholders Register, Companies House Certificate and cheque books effect from Completion: (a) 5 persons nominated by the Purchaser be appointed as new directors of the Company; (eb) the documents evidencing General Manager, Chief Accountant, and such other managerial personnel as nominated by the Venture Loans, including any cancelled Loans, Purchaser be appointed by the Investigation Permits and all Material Agreementsboard of directors of the Company in accordance with the meeting rules of the Company; (fc) the Technical Data and the contents resignation of such number of directors of the Data RoomCompany 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 may request; (giii) the Disclosure Letter duly signed for Vendors shall (so far as it is within their respective powers and on behalf capacities so to do) produce evidence to the satisfaction of the Vendor; andPurchaser 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 terminated with effect from the Completion Date by mutual agreement between the respective parties thereto without liability on the part of the Company ; 4.3 At (iv) the Vendors shall (so far as it is within their respective powers and capacities so to do) return or prior deliver and cause to Completion 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 written confirmation that the Vendors are not aware of any matter or thing which is in breach of any of the Warranties when they take effect on Completion; (vi) the Vendors shall deliver such other documents to the Purchaser as may be required to give the Purchaser good title to the Sale Capital and to enable the Purchaser or its nominees to become the owner thereof;and (vii) the Purchaser shall procure that the Purchaser's Solicitors shall pay to each of the Vendors the Initial Consideration in cash or in the manner as the Vendors and the Purchaser shall have agreed and as the Purchaser shall have been notified in writing at least two Business Days prior to the taking effect Completion Date, such notification shall in any event be binding on each of the resignations Vendors. (B) The Purchaser shall not be obliged to complete this Agreement or perform any obligations hereunder unless the 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 directors referred essence as regards the deferred Completion and if Completion is not effected on such deferred date, the Purchaser may rescind this Agreement; or (ii) proceed to in clause 4.2(cCompletion so far as practicable (but without prejudice to the Purchaser's rights hereunder) above) the Vendor shall procure the passing of board and/or shareholder resolutions (insofar 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 transfers in respect of the Shares;Vendors shall not have complied with their obligations hereunder; or

Completion. 4.1 5.1 Date and place of Completion Completion shall take place at the Company's offices on the Completion Date. 4.2 On 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 Maria-Isabel Gabarro Miquel pu▇▇▇▇▇▇▇ 8 ▇▇▇▇▇▇▇ at ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇i▇▇▇▇▇▇▇ ▇he 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 John MacLean and Mr ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ within two Business Days after this Agreement ceases to be subject to any of the Conditions. 5.2 NXT's and NTL's obligations On Completion: (A) NXT shall allot and issue the NXT Consideration Shares free from all Encumbrances to NCT Audio (as evidenced by the delivery to NCT Audio of a certified copy of the resolution of the directors of NXT making such allotment) and deliver to NCT Audio duly executed share certificates in respect of the NXT Consideration Shares; and (B) NXT and NTL shall deliver to NCT: (1) the Cancellation Letter duly executed by NXT and NTL; (2) the IP Sale Agreement duly executed by NTL; (3) a new General Licence in the Agreed Form together with a letter in relation to the General Licence in the Agreed Form both duly executed by NTL, (4) a transfer of the 533 shares of common stock, par value US$0.01, in NCT Audio duly executed by NXT as the registered shareholder thereof; (5) the Gekko Letter duly executed by NTL; and (6) the Registration Rights Agreement duly executed by NXT. 5.3 NCT's and NCT Audio's obligations On Completion: (A) NCT and NCT Audio shall deliver to NXT: (1) the Cancellation Letter duly executed by NCT and NCT Audio; (2) the IP Sale Agreement duly executed by NCT and NCT Audio; (3) the Gekko Letter duly executed by NCT; (4) a new General Licence in the Agreed Form together with a letter in relation to the General Licence in the Agreed Form both duly executed by NCT: (5) the Registration Rights Agreement duly executed by NCT, and (6) a duly signed legal opinion of ▇▇ ▇▇▇▇▇ offi▇▇▇ ▇▇ & & ▇▇▇▇▇▇▇r or secretary ▇ in the Agreed Form that this Agreement and the other agreements and documents referred to herein have been duly authorised and executed by and are within the corporate powers of NCT and NCT Audio as a matter of applicable U.S. state and federal laws. (B) NCT shall confirm the valid exercise by NXT of the Company containing Common Stock Purchase Option and shall issue the NCT Option Shares free from all Encumbrances to NXT and deliver to NXT a confirmation that they have no claims (whether statutory, contractual or otherwise) against the Company for compensation for loss of office or unpaid emoluments; (d) 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 transfers executed share certificate in respect of the NCT Option Shares; 5.4 Failure to complete If in any respect the obligations of NXT and NTL or the obligations of NCT and NCT Audio are not complied with on the date for Completion set by clause 5.1 NXT (in the case of a default by NCT or NCT Audio) or NCT (in the case of a default by NXT or NTL) may: (A) defer Completion to a date not more than 14 days after the date set by clause 5.1 (and so that the provisions of this clause 5.4, apart from this clause 5.4(A), shall apply to Completion as so deferred); or (B) proceed to Completion so far as practicable (without prejudice to its rights hereunder): or (C) rescind this Agreement.

Completion. 4.1 10.1 Completion shall take place at the Company's offices on the Completion Date. 4.2 On 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 Maria-Isabel Gabarro Miquel pu▇▇▇▇▇▇ ▇▇ ▇▇i▇▇ ▇he 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 John MacLean and Mr ▇Wikborg Rein Advokatfirma AS. at Dronning ▇▇▇▇▇ ▇▇▇▇ ▇▇, ▇▇ ▇▇▇, ▇▇▇▇▇▇ offi▇▇▇ ▇▇ ▇▇▇▇▇▇▇r or secretary within ten Business Days after the Completion Conditions are satisfied. 10.2 At Completion, the Seller shall: (a) deliver to the Company a notice of its intention to transfer the shares in the Company; (b) deliver to the Buyer evidence of the Company containing authority of the individual completing the Agreement on behalf of the Seller, as well as a confirmation that they have no claims board resolution and shareholder resolution of the Seller approving the Transaction; (whether statutory, contractual or otherwisec) against deliver to the Buyer a copy of duly signed minutes from a board meeting in the Company for compensation for loss approving the transfer of office or unpaid emolumentsthe Shares to the Buyer; (d) deliver to the Company's Memorandum Buyer a copy of the Novation Agreement executed by the Seller 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) deliver to the documents evidencing Buyer a copy of the Venture Loans, including any cancelled Loans, share transfer deed in form SH-4 executed by the Investigation Permits and all Material AgreementsSeller; (f) deliver to the Technical Data Buyer and the contents Company a copy of Form 4 executed by the Data RoomSeller; (g) deliver share certificates or letter of allotment (as applicable) for the Disclosure Letter Shares to the Company; (h) procure that share certificates for the Shares are issued by the Company in favour of the Buyer; (i) procure that SH-4 and Form 4 to be duly signed for stamped as required by Indian law; (j) procure that the Shares are transferred to the Buyer, free and clear of any Encumbrances; (k) deliver to the Buyer a copy of the Company’s shareholder register showing that the Buyer has been registered as the owner of the Shares, free and 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 board at such time; (m) deliver to the Buyer documentation satisfactory to the Buyer evidencing (i) that the creditor rights under any Approved Shareholder Loan has been transferred to the Buyer from the relevant Approved Shareholder Creditor and (ii) that the Company has been notified of and approved such transfer of creditor rights under such Approved Shareholder Loan; and (n) deliver to the Buyer evidence of the authority of the individual completing documentation in paragraph (m) above on behalf of the Vendor; and 4.3 At or prior to Completion (Approved Shareholder Creditor, as well as a board resolution and prior to the taking effect shareholder resolution of the resignations Approved Shareholder Creditor approving the transfer of the directors referred to in clause 4.2(c) above) creditor rights under 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 transfers in respect of the Shares;Approved Shareholder Loan.

Completion. 4.1 7.1 Completion shall take place at the Company's offices of the Seller’s Solicitors or at such other place as the parties may agree on the Completion Date.Date when all of the following business shall be transacted: 4.2 On Completion 7.1.1 the Vendor Seller shall deliver to the Buyer (or, if in the Purchaser shall so agreecase of the items described in clause 7.1.1(g), 7.1.1(h) and 7.1.1(q), make available to at the Purchaser:-Company’s registered office): (a) transfers in certified copies of the agreed form relating to all minutes recording the Shares resolution of the board of directors of the Seller authorising the sale of the Sale Share and the Venture Loans duly executed in favour of the Purchaser before a Notary Publicother transactions contemplated by this Agreement; (b) the original a transfer in respect of the transfer deed Sale Share duly executed on 31 December 1998 before Spanish Notary Public Maria-Isabel Gabarro Miquel pu▇▇▇▇▇▇ ▇▇ ▇▇i▇▇ ▇he Vendor acquired and completed in favour of the Shares Buyer (or any person the Buyer nominates for this purpose), together with the original certificate for the Sale Share and the duly executed power of transfer deed executed on 25 February 1999 pursuant to attorney or other authority under which the Vendor acquired the Venture Loans and any reports or documents lodged with any relevant Spanish foreign investment authority concerning the Venture Loanstransfer has been executed; (c) resignations irrevocable powers of attorney in the agreed terms duly form executed as deeds by each of Mr John MacLean the registered holders of the Sale Share in favour of the Buyer to enable the Buyer to exercise all voting and Mr 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 ▇▇▇▇ ▇▇▇▇▇ offi▇▇▇ ▇▇ ▇▇▇▇▇▇▇r or secretary ▇ of each Group Company, resigning from their respective offices and employments, in each case executed as deeds in the agreed form; (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 attention of the Company containing members or creditors of the relevant company, accompanied by a written confirmation that they such auditors have no claims (whether statutory, contractual for unpaid fees or otherwise) against the Company for compensation for loss of office or unpaid emolumentsexpenses; (df) 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's Memorandum , 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, Register ; (h) the deeds and documents of Minutes 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 a form satisfactory to the Buyer (acting reasonably and in good faith) that all Guarantees given by any Group Company in respect of meetings liabilities of shareholders the Seller and directors, Register of agreements with sole shareholder, Shareholders Register, Companies House Certificate any Seller’s Connected Person have been released; (l) the Transitional Services Agreement duly executed by the Seller and cheque books of the Company; (em) evidence satisfactory to the documents evidencing Buyer (acting reasonably and in good faith) of the Venture Loans, including any cancelled Loans, capacity and authority of each person executing a document referred to in this clause on the Investigation Permits and all Material AgreementsSeller’s behalf; (fn) releases in a form acceptable to the Technical Data Seller and the contents 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 director of the Data Roomrelevant Group Company; (go) the Disclosure Letter ICC2L Addendum duly signed for executed by the Seller and on behalf 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 Vendor; andGP Data in the form and method determined in accordance with clause 5.11. 4.3 At or prior to Completion 7.1.2 the Seller shall procure (and prior to so far as they are able) that the taking effect of the resignations of the directors referred to transfer mentioned 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 transfers in respect of the Shares;7.1.1

Completion. 4.1 5.1 Completion shall take place at the Companyoffices of the Purchaser's offices Solicitors on the Completion Dateearlier 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 5.2 On Completion the Vendor 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:- (a) transfers in the agreed common form relating to all the Shares and the Venture Loans duly executed in favour of the Purchaser before a Notary Public(or as it may direct) and share certificates relating to the Shares; (b) the original of the transfer deed executed on 31 December 1998 before Spanish Notary Public Maria-Isabel Gabarro Miquel pu▇▇▇▇▇▇ ▇▇ ▇▇i▇▇ ▇he 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[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 terms duly executed as deeds of Mr John MacLean all the directors and Mr the secretary of any Group Company (other than ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ offi▇▇▇ ▇▇ ▇▇▇▇▇▇▇r ▇▇) 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 containing a 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 the any Group Company for compensation for loss of office or termination of employment or for unpaid emoluments; (d) remuneration or otherwise together with delivery to the Company's Memorandum and articles Purchaser of association, Register all property 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 AgreementsGroup Company in their possession or under their control; (f) service agreements duly executed as deeds, in each case, between the Technical Data Company and the contents of Principal Management Employees in the Data Roomagreed terms; (g) the Disclosure Letter duly signed for and on behalf written resignations of the Vendorauditors of each Group Company 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) to the extent not in the possession or under the control of any Group Company, all books of account 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; (j) to the extent not in the possession or under the control of any Group Company, all licences, consents, permits and authorisations obtained by or issued to any Group Company or any other person in connection with the business carried on by any of 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; (k) 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 4.3 At (m) such other documents, consents 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 (waivers as the case Purchaser 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 transfers in respect of the Shares;reasonably request.

Completion. 4.1 Sellers’ Stage 1 Completion Arrangements Completion of the sale and purchase of the Stage 1 Completion Shares shall take place at the Company's offices of the Purchaser’s Solicitors on the Stage 1 Completion Date.. At Stage 1 Completion, the Sellers shall: 4.2 On Completion the Vendor shall 4.1.1 deliver to or, if the Purchaser shall so agreeevidence, make available to the Purchaser:-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; (a) 4.1.2 deliver to the Purchaser and / or its nominees duly executed share transfers in the agreed form relating to all the Shares and the Venture Loans duly executed in favour respect of the Purchaser before a Notary Public; (b) the original of the transfer deed executed on 31 December 1998 before Spanish Notary Public Maria-Isabel Gabarro Miquel pu▇▇▇▇▇▇ ▇▇ ▇▇i▇▇ ▇he Vendor acquired the Stage 1 Completion Shares together with the original relevant certificates (or, in the case of transfer deed executed on 25 February 1999 pursuant any missing share certificates, an indemnity in a form satisfactory to which the Vendor acquired the Venture Loans and any reports or documents lodged with any relevant Spanish foreign investment authority concerning the Venture LoansPurchaser 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 (cor any Connected Person of any Seller) resignations has been repaid; 4.1.4 deliver to the Purchaser, in relation to each Group Company, the agreed terms 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 as deeds of Mr John MacLean and Mr by the Warrantors; 4.1.11 deliver to the Purchaser the Service Agreements, duly executed by ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇ offi▇▇▇ ▇▇ ▇▇▇▇▇▇▇r ▇; 4.1.12 deliver to the Purchaser the duly executed Termination Agreement; 4.1.13 deliver to the Purchaser copies of all bank mandates of each Group Company together with copies of bank statements in relation to all bank accounts as at a date not earlier than the 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 reconciliation statements reconciling such balances with the aforementioned bank statements; 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 secretary 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 shareholder resolution and CRO form G1 duly signed); 4.1.17 procure that a meeting of the board of directors of each Group Company is held at which, inter alia: (i) in respect of the Company 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; (d) 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 Loansonly, 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 share transfers referred to in clause 4.2(c) above4.1.2 are approved (subject only to stamping); (ii) the Vendor shall procure entry into of any other documents required to be executed by any Group Company pursuant to the passing of board and/or shareholder resolutions Transaction is approved (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 transfers including, in respect of the SharesSubsidiary 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 bank accounts of such Group Company are revoked and new mandates are approved and adopted giving authority to such persons as the Purchaser may nominate; and (v) the resignations referred to in clauses 4.1.5 and 4.1.6 are accepted; 4.1.18 deliver to such places as 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 addressed to the Purchaser (and in a 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 form: (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇; (ii) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇; (iii) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇; and (iv) Zara ▇▇▇▇▇▇▇▇; (together, the “Family Resignation Letters”); 4.1.21 deliver to the Purchaser evidence to its reasonable satisfaction that the Directors’ Loans have been fully repaid and settled; and 4.1.22 deliver to the Purchaser details of its Irish tax reference number including in relation to each of the Employee Shareholders, as applicable (including evidence reasonably satisfactory to the Purchaser allowing it to verify the accuracy of the number provided) which the Purchaser may reasonably require.

Completion. 4.1 Completion 6.1 The sale and purchase of the Sale Shares shall take place be completed at the Companyoffices of the Purchaser's offices Irish solicitors at 2.00pm on 24 August 2000 (or at such other time or place as the Completion Dateparties shall agree). 4.2 6.2 On Completion the Vendor shall deliver or cause to or, if the Purchaser shall so agree, make available be delivered to the Purchaser:-Purchaser: (a) transfers in the agreed form relating to all the Shares and the Venture Loans 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 before a Notary Publicor 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) the original of the transfer deed executed on 31 December 1998 before Spanish Notary Public Maria-Isabel Gabarro Miquel pu▇▇▇▇▇▇ ▇▇ ▇▇i▇▇ ▇he Vendor acquired the Shares together with the original of transfer deed executed on 25 February 1999 pursuant to which an acknowledgement from the Vendor acquired to the Venture Loans 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 reports such Vendor's Affiliate or documents lodged with any relevant Spanish foreign investment authority concerning the Venture Loansvice versa; (c) resignations in the agreed terms duly executed as deeds letter of Mr John MacLean and Mr ▇resignation from ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇ offi▇▇▇ ▇▇ St. ▇▇▇▇▇▇▇r or secretary ▇ as directors of the Company containing a confirmation that they have no claims (whether statutory, contractual or otherwise) against the Company for compensation for loss of office or unpaid emolumentsCompany; (d) the Company's Memorandum statutory books of the Company complete and articles accurate up to Completion and any company seal, certificates of associationincorporation, Register certificates of Minutes incorporation on change of meetings name and all unused share certificates of shareholders the Company and directors, Register of agreements with sole shareholder, Shareholders Register, Companies House Certificate and all cheque books of the Company; (e) the documents evidencing Tax Deed duly executed by the Venture Loans, including any cancelled Loans, the Investigation Permits and all Material AgreementsVendor; (f) the Technical Data and the contents of the Data RoomDisclosure Letter; (g) revised service agreements in the Disclosure Letter agreed form between the Company and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ duly signed for executed by the parties; (h) the Escrow Agreement duly executed by the Vendor and on behalf the Vendor's Solicitors; (i) the written resignation of the Vendor; andauditors of the Compa 4.3 At or prior to Completion (j) the title deeds and prior documents to the taking effect Properties; (k) letter of non-crystallisation in the resignations of the directors referred to in clause 4.2(c) above) agreed form executed by NatWest Bank plc. 6.3 On Completion the Vendor shall procure the passing holding of board and/or shareholder resolutions (as a meeting of the case may be) in the agreed terms directors of the Company approving at which the sale directors of the Shares and the Venture Loans:-Company shall: (a) sanctioning for registration (subject to stamping) approve the transfers to the Purchaser (or its nominee(s)) of the transfers in respect of the Sale Shares;

Completion. 4.1 Subject as hereinafter provided, Completion shall take place at the Company's offices of the Purchaser (or at such other place as the Parties may agree in writing) on the Completion Date. 4.2 On the Completion Date, the following events shall occur, (a) the Vendor shall deliver to or, if the Purchaser shall so agree, make available to the Purchaser:-following documents: (ai) transfers a duly executed transfer form in respect of the Sale Shares in the agreed form relating to all the Shares and the Venture Loans duly executed Company in favour of the Purchaser before a Notary Public(or such other person as it may direct) accompanied by the relevant share certificates for the Sale Shares in the Company and the Stamp Duty Documents; (ii) the certificate of incorporation, corporate seals (if any) and cheque books and statutory books of each Company; (iii) duly certified copies of the board resolutions approving the transfer of the Sale Shares in the Company to the Purchaser and registration of the share transfers; and (iv) such waivers or consents as the Purchaser may require signed by the members of the Company or any third party to enable the Purchaser or its nominees to be registered as holders of the Sale Shares in the Company; and (b) against compliance with Clause 4.2(a) above by the original Vendor, the Purchaser shall: (i) issue and allot or procure the issue and allotment of the transfer deed executed on 31 December 1998 before Spanish Notary Public Maria-Isabel Gabarro Miquel pu▇▇▇▇▇▇ ▇▇ ▇▇i▇▇ ▇he Vendor acquired Purchase Consideration Shares to 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 LoansVendor; (cii) resignations in lodge the agreed terms duly executed as deeds relevant return of Mr John MacLean and Mr ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ offi▇▇▇ ▇▇ ▇▇▇▇▇▇▇r or secretary of the Company 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; (d) 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 transfers allotment in respect of the issue and allotment of the Purchase Consideration Shares with the Registrar of Companies and deliver to the Vendor the share certificate(s) in respect of the Purchase Consideration Shares;; and (iii) deliver duly certified copies of the board resolutions and shareholders’ resolutions approving, among other things, (A) the acquisition of the Sale Shares in each Company, (B) the issue and allotment of the Purchase Consideration Shares to the Vendor, and (C) the lodgment of a return of allotment of the issue and allotment of the Purchase Consideration Shares with the Registrar of Companies.

Completion. 4.1 Completion shall take place on 28 February 1997 at the Companyoffices of the Purchaser's Solicitors or such other offices on as the Completion Date.parties may subsequently agree when:- 4.2 On Completion 4.1.1 the Vendor Vendors shall deliver or cause to or, if the Purchaser shall so agree, make available be delivered to the Purchaser:- (a) transfers in the agreed form relating to all the Shares and the Venture Loans duly executed Transfers together with the relative share certificates in favour respect of the Purchaser before a Notary PublicShares; (b) the original certificate of incorporation, all certificates on change of name, the seal and statutory books of the transfer deed executed on 31 December 1998 before Spanish Notary Public Maria-Isabel Gabarro Miquel pu▇▇▇▇▇▇ ▇▇ ▇▇i▇▇ ▇he Vendor acquired Company made up to the Shares together with the original date 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 LoansCompletion; (c) resignations in the agreed terms duly executed as deeds Leases to the Property; (d) if the Purchaser so requires an effective waiver by each of Mr John MacLean and Mr ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ offi▇▇▇ ▇▇ ▇▇▇▇▇▇▇r or secretary the members of the Company containing a of any rights which he may have under the Articles of Association of the Company to have the Shares or any of them offered to him for purchase and any other documents necessary to substantiate the right of the transferors of the Shares pursuant to this Agreement to transfer the same; (e) written confirmation pursuant to Clause 3.1; (f) written resignation letters executed under seal by such of the directors and secretaries of the Company and the Subsidiaries as the Purchaser may nominate, each such letter incorporating an acknowledgement that they have the party resigning has no claims (whether statutory, contractual or otherwise) against the Company for compensation for loss of office or termination of employment, unpaid emolumentsremuneration or otherwise howsoever) against the Company or any of the Subsidiaries; and 4.1.2 the Vendors shall procure that the Directors shall hold a meeting of the Board of the Company at which (a) the Directors shall appoint such persons as the Purchaser may nominate as directors of the Company and procure the resignation without compensation of any nature whatsoever of such of the Directors and Secretary of the Company as the Purchaser may nominate; (b) 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; (c) 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 attention of the shareholders or creditors of the Company and a statement of the amount of their outstanding fees and costs; (d) Messrs Price Waterhouse shall be appointed Auditors; 15 4.1.3 the Company's Memorandum 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, Register of Minutes of meetings of shareholders and directors, Register of agreements with sole shareholder, Shareholders Register, Companies House Certificate and cheque books of association in the Companyapproved terms; (e) 4.1.4 the documents evidencing Vendors shall procure that the Venture Loans, including any cancelled Loans, Company will and the Investigation Permits other persons and all Material parties thereto shall enter into the Service Agreements; (f) 4.1.5 Subject to the Technical Data and performance by the contents Vendors of their obligations in accordance with the foregoing provisions of this Clause 5, the Purchaser shall allot to each of the Data Room; (g) Vendors the Disclosure Letter duly signed for and on behalf number of the Vendor; andConsideration Shares of the Purchaser to which he is entitled hereunder and deliver the relative documents of title. 4.3 At or prior 4.2 If in any respect the provisions of sub-clauses 4.1.1, 4.1.2, 4.1.3 and 4.1.4 are not complied with on the 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 sub-clause shall apply to Completion as so deferred); or 4.2.2 proceed to Completion so far as practicable (and prior without prejudice 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 transfers in respect of the Shares;its rights hereunder); or

Completion. 4.1 4.01 Completion shall take place on or before 25th August 2006 at the Company's offices on the Completion Date. 4.2 On 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 Maria-Isabel Gabarro Miquel pu▇▇▇▇▇▇ ▇▇ ▇▇i▇▇ /▇he 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 John MacLean and Mr ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ South 12th Road, High-Tech Industrial Park, Nanshan District, Shenzhen, PRC or such other place as the parties shall agree. 4.02 At Completion, the Seller shall deliver to the Purchaser: (i) duly executed instruments of transfer in favour of the Purchaser in respect of the Sale Shares; (ii) the share certificates for the Sale Shares or evidence of title of the Sale Shares satisfactory to the Purchaser; (iii) 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 Seller and dated as of the date of Completion; (vi) the original written board resolutions attached hereto as Exhibit C signed by Hope Ni and ▇▇▇▇ ▇▇▇▇▇ offi▇▇▇ as directors of the Company and the 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 ▇▇▇▇ ▇▇▇▇▇▇▇r or secretary ▇ as directors of the Company containing a confirmation that they have no claims (whether statutoryand the Subsidiary, contractual or otherwise) against each in the Company for compensation for loss form attached hereto as Exhibit F, duly signed by each of office or unpaid emoluments;them and dated as at the date of Completion. 4.03 At Completion, the Purchaser shall deliver to the Seller : (di) the Companya banker'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 draft 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 transfers US$1,250,000 in respect of the SharesConsideration, such 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 Consideration to be provided by it under this Agreement; (ii) a banker's draft for US$2,500,000 in respect of the Repayment of Loan, such 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 the 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 date of Completion.

Completion. 4.1 5.1 Completion shall take place on the date hereof at the Companyoffices of the Purchaser's offices on Solicitors (or as otherwise agreed between the Completion DateParties). 4.2 On 5.2 At Completion the Vendor Vendors shall deliver to or, if (where appropriate as agent for the Purchaser shall so agree, make available Company and the Subsidiaries) to the Purchaser:-Purchaser: (a) 5.2.1 transfers in the agreed form relating to all Agreed Form in respect of the Shares and the Venture Loans duly executed by the registered holders thereof in favour of the Purchaser before a Notary Publicor its nominees; 5.2.2 certificates for the Shares (bor an indemnity, in a form acceptable to the Purchaser, for any lost certificate in respect thereof) and any other documents (including any necessary waivers or consents) which may be required to give good title to the original Shares and to enable the Purchaser to procure registration of the transfer deed executed on 31 December 1998 before Spanish Notary Public Maria-Isabel Gabarro Miquel pu▇▇▇▇▇▇ ▇▇ ▇▇i▇▇ ▇he 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 same in its name or documents lodged with any relevant Spanish foreign investment authority concerning the Venture Loansas it may direct; (c) resignations in 5.2.3 the agreed terms Deed of Tax Covenant duly executed as deeds by each of Mr John MacLean the Warrantors; 5.2.4 the Disclosure Letter duly executed by or on behalf of the Warrantors; 5.2.5 the resignations under seal of all the directors and Mr ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ offi▇▇▇ ▇▇ ▇▇▇▇▇▇▇r or the secretary of the Company containing a and the Subsidiaries substantially in the form set out in Part I of Schedule 3 and confirmation under seal by each of the Vendors in the form set out in Part 2 of Schedule 3 that they have no claims (whether statutory, contractual or otherwise) against the Company for compensation for loss or any of office or unpaid emolumentsthe Subsidiaries; (d) 5.2.6 cheque books in respect of all bank accounts operated by the Company's Memorandum Company and articles the Subsidiaries together with bank balances as at the close of association, Register business on 21st May 1997 relating to such accounts and a reconciliation of Minutes of meetings of shareholders and directors, Register of agreements with sole shareholder, Shareholders Register, Companies House Certificate and cheque such bank statements to the cash books of the CompanyCompany and the Subsidiaries; 5.2.7 the certificate of incorporation, certificate of incorporation on change of name, common seal, statutory register, minute book, share certificate book and all other books of the Company (eall duly written up to date save for matters relating to the sale and purchase referred to herein); 5.2.8 all title deeds and documents relating to the Property which comprises the Lease and copy Court Order preceding it; 5.2.9 the resignation of the Auditors in the form set out in Part 3 of Schedule 3 together with a duplicate thereof; 5.2.10 the Service Agreements duly executed by Messrs. Allen. Bishop and Dellow; ▇.▇.▇▇ any power of attorney under which any document required to be delivered under this Clause 5 has been executed. 5.3 The Vendors shall procure that resolutions of the Board of Directors of the Company and each of the Subsidiaries arc passed and the Vendors shall deliver to the Purchaser certified copies of such board resolutions, in the Agreed Form, at Completion: 5.3.1 authorising the execution of and the performance by the Company and each of the Subsidiaries of its obligations under each of the documents to be executed by it; 5.3.2 recording acceptance of the migration from office of all the directors and the secretary and the auditors of the Company and each of the Subsidiaries; 5.3.3 revoking all existing authorities in respect of all bank accounts operate by the Company and each of the Subsidiaries and approving the opening of such new bank accounts at such banks as the Purchaser shall nominate and the transfer of such funds to such new accounts from existing bank accounts of the Company and each of the Subsidiaries as the Purchaser shall specify; 5.3.4 approving (subject only to proper stamping) the documents evidencing transfers of the Venture Loans, including Shares delivered hereunder and any cancelled Loans, shares in the Investigation Permits and all Material AgreementsSubsidiaries; 5.3.5 approving (fsubject only to proper stamping) the Technical Data placing on the register of members of the Company 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 Subsidiaries (as the case may be) of the names of the transferees for registration in accordance with the agreed terms share transfer forms referred to above and authorizing the issue of appropriate share certificates; 5.3.6 recording the appointment of such persons as the directors (within the maximum number permitted by the articles of association of the relevant company), secretaries and auditors of the Company approving and the sale Subsidiaries as the Purchaser shall nominate; 5.3.7 changing the situation of the Shares registered office of the Company and the Venture Loans:-Subsidiaries to such place as the Purchaser may direct; and (a) sanctioning for registration 5.3.8 adopting a new accounting reference date of the transfers in respect Company and the Subsidiaries. 5.4 Provided that the Vendors comply with all their obligations under Clauses 5.1, 5.2 and 5.3 (subject only to the Purchaser fulfilling its obligations under this Clause 5.4) the Purchaser shall at Completion: 5.4.1 pay to each of the SharesVendors the sums set out in Clause 4.1 as consideration for the Shares held by that Vendor, such payment to be made either by way of a banker's draft in favour of or by way of telegraphic transfer to the client account of the Vendor's Solicitors and provided that such payment shall be subject to the provisions of Clause 4.8; 5.4.2 deliver to the Vendors duplicates of the Deed of Tax Covenant executed by the Purchaser and the Company; 5.4.3 deliver to each of Messrs. Allen, Bishop and Dellow a duplicat▇ ▇▇ the relevant Service Agreement duly executed by the Company. 5.5 If for any reason the provisions of Clauses 5.1 to 5.3 are not fully complied with the Purchaser shall be entitled (in addition and without prejudice to any other right or remedy available to it) to elect: 5.5.1 to rescind this Deed without any liability on the part of the Purchaser; or 5.5.2 to fix a new date for Completion in which event the provisions of this Clause 5.5 shall apply, mutatis mutandis, if the Vendors fail or are unable to perform any such obligations on such other date; or 5.5.3 to proceed to Completion so & as practicable, the Vendors then being obliged to use their best endeavours to perform or procure the performance of any of the outstanding provisions of Clauses 5.1 and 5.3 by such later date as is specified by the Purchaser.

Completion. 4.1 Unless otherwise agreed Completion shall take place at the Companyoffices of the Purchaser's offices Solicitors on or before 3.00 p.m. on the Completion Date. 4.2 On Completion the Vendor shall Vendors shall:- (A) deliver to or, if the Purchaser shall so agree, make available to the Purchaser:- (ai) duly executed transfers in the agreed form relating to all of the Shares and the Venture Loans duly executed in favour of the Purchaser before a Notary Publicor the Purchaser's nominee(s) together with the share certificates therefor or an indemnity in the Agreed Form in the case of any missing share certificates; (bii) the original duly executed releases in respect of the transfer deed executed on 31 December 1998 before Spanish Notary Public Maria-Isabel Gabarro Miquel pu▇▇▇▇▇▇ ▇▇ ▇▇i▇▇ ▇he Vendor acquired Options in the Shares Agreed Form together with the original option certificates relating thereto or an indemnity in the Agreed Form in the case 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 Loansmissing option certificates; (ciii) 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 shares not registered in the name of the Company (or any Subsidiary); (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 Vendors to 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; (vii) the written resignations in the agreed terms duly Agreed Form of each of the Directors (other than Mr Roots) and the Secretary of each of the Companies, each such resignation to be executed as deeds of Mr John MacLean a deed and Mr ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ offi▇▇▇ ▇▇ ▇▇▇▇▇▇▇r or secretary of to confirm that the Company containing a confirmation that they have person resigning has no claims (whether statutory, contractual or otherwise) against the such Company for compensation for loss of office or unpaid emolumentsotherwise; (dviii) 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 written resignations of the Companyauditors 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; (eix) a statement showing the documents evidencing balances on all bank accounts of the Venture Loans, including Group as at a date not more than seven days prior to Completion together with a list of all sums received and cheques drawn in excess of [pound]1,000 for any cancelled Loans, one item since the Investigation Permits and all Material Agreementsdate of the relevant statement; (fx) the Technical Data and the contents a list of all credit cards of the Data RoomGroup; (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 transfers in respect of the Shares;

Completion. 4.1 5.1 Completion shall take place at the Companyoffices of the Purchaser's offices Solicitors or at such other place as the parties may agree on the Completion Date. 4.2 On Completion Date when the Vendor shall deliver to or, if following business (but not part only unless the Purchaser shall so agree, make available to the Purchaser:-) shall be transacted: (a) The Vendors shall deliver to the Purchaser: (i) transfers in respect of the agreed form relating to all the Sale Shares and the Venture Loans duly executed and completed in favour of the Purchaser before a Notary Publicor 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; (bii) 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 original Taxation Deed duly executed by each of the transfer deed executed on 31 December 1998 before Spanish Notary Public Maria-Isabel Gabarro Miquel puparties 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) ▇▇▇▇▇ ▇▇i▇▇▇▇▇ & Co. (2) and Le Blanc ▇▇ ▇he Vendor acquired ▇▇▇▇▇▇ (3). (b) The Vendors shall: (i) cause the Shares together with 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 original contrary in the Articles of transfer deed executed on 25 February 1999 pursuant to which Association of the Vendor acquired the Venture Loans and any reports or documents lodged with any relevant Spanish foreign investment authority concerning the Venture LoansCompany; (cii) resignations cause the persons named in part A of schedule 7 to be validly appointed as additional Directors of the agreed terms duly executed Company; and (iii) procure that ▇. ▇▇▇▇▇▇, ▇. ▇▇▇▇▇▇▇ and ▇. ▇▇▇▇▇▇ shall retire as deeds trustees, and that ▇. ▇▇▇▇▇, ▇. ▇▇▇▇▇ and ▇. ▇▇▇▇▇▇ shall be appointed as additional trustees, of Mr John MacLean and Mr the ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ offi▇▇▇ ▇▇ ▇▇▇▇▇▇▇r Pension Scheme; and (iv) repay to each Group Company, or secretary procure the 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 Company containing a confirmation that they Vendors, which shall be repaid in accordance with existing arrangements). (c) The Purchaser shall: (i) pay the 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 shall have no claims obligation as to the distribution or allocation of the amount so paid between the Vendors; (whether statutoryii) issue the Loan Notes to, contractual or otherwiseand execute certificates in favour of, each of the Designated Vendors; and (iii) against pay the Company for compensation for loss Escrow Amount by electronic funds transfer to the Escrow Account; and the payment of office or unpaid emoluments;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 Company's Memorandum Company shall be altered (in such manner as the Purchaser shall at Completion require) to reflect the resignations 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 Companyappointments referred to above; (eii) all the documents evidencing Group Companies shall repay all (if any) loans made to them by the Venture Loans, including Vendors (or any cancelled Loans, the Investigation Permits of them) and all Material Agreementsoutstanding at Completion; (fiii) the Technical Data and Key Employees shall enter into the contents of the Data Room; (g) the Disclosure Letter duly signed for and on behalf of the VendorKey Employment Agreements; and 4.3 At or prior to Completion (and prior to the taking effect iv) each of the resignations Contribution Agreements will be entered into by each 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 Warrantors, his Associates and the Venture Loans:- (a) sanctioning for registration of the transfers in respect of the Shares;Purchaser.

Completion. 4.1 Completion 5.1 Subject to the fulfillment of the Approvals contained in Clause 2, completion of the sale and purchase of the Said Shares shall take place at the Companyoffice of the Purchaser's offices Solicitors on the Completion Date. 4.2 5.2 On the Completion Date, the Vendor Vendors shall deliver to or, if the Purchaser shall so agree, make available to or the Purchaser:-Purchaser's Solicitors the following:- (a) transfers 5.2.1 the share certificates in respect of the agreed form relating to all Said Shares; 5.2.2 the Shares valid and the Venture Loans registrable Memoranda of Transfer in Form 32A duly executed by them in favour of the Purchaser before in respect of the said Shares (hereinafter referred to as the "Transfer Forms"). 5.2.3 such other documents as may be required to give good title of the Said Shares to the Purchaser and to enable the Purchaser or its nominees to be the registered proprietor of the said Shares 5.2.4 a Notary Publiccertified extract of the resolutions of the Directors:- (a) approving the transfer and registration of the Said Shares in favour of the Purchaser; (b) appointing the original nominees of the transfer deed executed on 31 December 1998 before Spanish Notary Public Maria-Isabel Gabarro Miquel pu▇▇▇▇▇▇ ▇▇ ▇▇i▇▇ ▇he 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;Purchaser as Directors; and (c) resignations amending the mandates given by the Company to its bankers as the Purchaser may direct (together with all such forms necessary to amend the mandates duly executed); 5.2.5 letters of resignation of all Directors in the agreed terms Company in such form as may be prescribed by the Purchaser with effect from the Completion Date without payment, compensation, damages or any other sum for loss of office, which said resignations shall be duly executed as deeds accepted; 5.2.6 letters of Mr John MacLean resignation of the secretary and Mr ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ offi▇▇▇ ▇▇ ▇▇▇▇▇▇▇r or secretary auditors of the Company containing from their respective office, with written acknowledgment from each of them executed as a confirmation deed in such form as the Purchaser may prescribe that they have he has no claims (whether statutory, contractual or otherwise) claim against the Company for in respect of breach of contract, compensation for loss of office or unpaid emolumentson any other grounds whatsoever; (d) 5.2.7 the Company's common seal, its certificate of incorporation and all available copies of its Memorandum and articles Articles of associationAssociation; 5.2.8 copies of all licenses, Register documents, schedules, records, notices, certificates and all other documents whatsoever in respect of Minutes of meetings of shareholders and directors, Register of agreements with sole shareholder, Shareholders Register, Companies House Certificate and cheque books carrying on the business of the Company;. 5.3 On the Completion Date, the Purchaser shall pay the sum of Ringgit Malaysia One Hundred Thousand (eRM100,000.00) to the Vendors by way of bank draft or cashiers order in exchange for all 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 Item 5.2. 5.4 If any of the Company approving documents required to be delivered by the sale Vendors to the Purchaser on the Completion Date , are not forthcoming for any reason or if in any other respect the foregoing provisions of this Clause are not fully complied with the Shares Parties shall fix a new day, being a day not later than seven (7) days from the Completion Date, for completion. In the event that the Vendors shall still be unable to deliver such documents or comply fully with the provisions of this Clause on the new day fixed for completion, the Purchaser shall be entitled (in addition to and without prejudice to all other rights or remedies available to it) to elect to rescind this Agreement or to effect completion so far as practicable having regard to the Venture Loans:- (a) sanctioning for registration defaults which have occurred. In the event of rescission, all monies paid by the transfers in respect of the Shares;Purchaser shall be returned forthwith.

Completion. 4.1 6.1 Completion shall take place at the Company's offices of the Seller’s Solicitors (or remotely via the electronic exchange of executed documents) on the fifth Business Day following the day when all of the Conditions have been fulfilled or waived in accordance with clause 3.6, or if the parties agree, acting reasonably, that Completion Dateon such fifth Business Day is impracticable, Completion shall take place on the last Business Day of the month in which the last remaining Condition has been fulfilled or waived (or at such other venue and/or date as the Buyer and Seller may agree in writing). 4.2 6.2 On Completion the Vendor Seller shall deliver to the Buyer or, if in the Purchaser shall so agreecase of clause 6.2(d), make available to the Purchaser:-Buyer at the offices of the Group: (a) transfers in the agreed common form relating to all the Shares and the Venture Loans duly executed by the Seller in favour of the Purchaser before a Notary PublicBuyer; (b) share certificates (or an indemnity for lost share certificates in the original agreed terms) relating to the Shares each showing the name of the transfer deed executed on 31 December 1998 before Spanish Notary Public Maria-Isabel Gabarro Miquel pu▇▇▇▇▇▇ ▇▇ ▇▇i▇▇ ▇he Vendor acquired Seller as 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 Loansregistered holder; (c) letters of resignations in the agreed terms duly in respect of such directors or company secretaries of any Group Company as may be requested by the Buyer in writing at least five (5) Business Days prior to Completion executed as deeds of Mr John MacLean a deed and Mr ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ offi▇▇▇ ▇▇ ▇▇▇▇▇▇▇r or secretary of the Company containing a confirmation that they have no waiving all claims (whether statutory, contractual or otherwise) against the Company for compensation for loss of office or unpaid emolumentsand any Group Company; (d) the Company's Memorandum certificates of incorporation and articles of association, Register of Minutes of meetings of shareholders statutory books and directors, Register of agreements with sole shareholder, Shareholders Register, Companies House Certificate and cheque share certificate books of the each Group Company; (e) the documents evidencing Seller’s duly executed counterpart of the Venture Loans, including any cancelled Loans, the Investigation Permits and all Material Agreements;Tax Deed; and (f) an irrevocable power of attorney from the Technical Data and Seller in the contents agreed form relating to the exercise of rights in respect of the Data Room; (g) Shares pending their registration in the Disclosure Letter duly signed for and on behalf name of the Vendor; andBuyer. 4.3 6.3 At or prior to Completion (and prior to the taking effect of the resignations of the directors and company secretary referred to in clause 4.2(c) above6.2(c)) the Vendor Seller shall procure the passing of board and/or shareholder resolutions (as the case may be) of each Group Company in the agreed terms of the Company approving the sale of the Shares and the Venture Loans:-terms: (a) (in the case of the Company), subject where necessary to due stamping, sanctioning for registration of the transfers in respect of the Shares and authorising the delivery to the Buyer of share certificates in respect of the Shares; (b) accepting the resignations referred to in clause 6.2(c); and (c) appointing such persons as notified to the Seller by the Buyer in writing at least five (5) Business Days prior to Completion to be the directors and company secretaries of the relevant Group Companies;

Completion. 4.1 5.1 Completion shall take place at the CompanyPurchaser's offices office on the Completion DateDate at 5:00 p.m. (or at such other place and time as the parties may agree) when all the acts and requirements set out in this Clause 5 shall be complied with. 4.2 5.2 On Completion Completion, each of the Vendor Vendors shall deliver or procure the delivery to or, if the Purchaser shall so agree, make available to of all the Purchaser:-following: (a) transfers the relevant instruments of transfer and contract notes in respect of the agreed form relating to all transfer of the respective number of Sale Shares and the Venture Loans duly executed by the relevant Vendor in favour of the Purchaser before or such other nominee(s) as the Purchaser may direct and such other documents as may be required to give a Notary Publicgood and effective transfer of title to the Sale Shares 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) the original definitive share certificates in respect of the transfer deed executed on 31 December 1998 before Spanish Notary Public Maria-Isabel Gabarro Miquel pu▇▇▇▇▇▇ ▇▇ ▇▇i▇▇ ▇he Vendor acquired Sale Shares and other evidence as may be required by the Shares together with the original Purchaser showing that each of transfer deed executed on 25 February 1999 pursuant to which the Vendor acquired as set out in Column 1 of Schedule 2 is the Venture Loans and any reports or documents lodged with any relevant Spanish foreign investment authority concerning beneficial owner of the Venture Loansrespective number of Sale Shares as set out in Column 2 of Schedule 2, free from all Encumbrances; (c) resignations in the agreed terms duly executed copies, certified as deeds of Mr John MacLean true and Mr ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ offi▇▇▇ ▇▇ ▇▇▇▇▇▇▇r or secretary complete by a director of the Company containing a confirmation that they have no claims (whether statutoryCompany, contractual or otherwise) against of resolutions of the Company for compensation for loss shareholders meeting/board of office or unpaid emolumentsdirectors approving the matters as stipulated in Clauses 5.3; (d) in respect of the Company and any of its subsidiary companies: (i) all statutory records and minute books (which shall be written up to date as at Completion), all unissued share certificates (if any) and all other statutory records; (ii) all 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 assets and all current contracts and all other accounting records; (iii) copies of all tax returns and assessments (receipted where the due dates for payment fell on or before the Completion Date); (iv) execution of employment contracts in a form satisfactory to the Purchaser, at its sole discretion, for the Company's Memorandum executive management staff for a period of at least one year after the Completion Date; (v) all correspondence and articles other documents belonging to the Company (including its constitutional documents); and provided that, if the Purchaser so agrees, delivery of association, Register of Minutes of meetings of shareholders all documents and directors, Register of agreements with records as 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 shareholder, Shareholders Register, Companies House Certificate and cheque books occupation of the CompanyCompany following Completion or otherwise in the custody of persons who shall remain officers and/or employees of the Company following Completion; (e) the documents evidencing Audited Accounts and the Venture Loans, including Interim Accounts (which shall not have any cancelled Loans, deviation from the Investigation Permits and all Material Agreements;Accounts as defined in Schedule 3); and (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 estimated 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 transfers in respect of the Shares;Accounts.

Completion. 4.1 5.1 Completion shall take place at the Company's offices or before 1:00 p.m. on the Completion DateDate at the office of the 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 On 5.2 At Completion (or such other date as hereinafter specified), the Vendor shall deliver or cause to or, if the Purchaser shall so agree, make available be delivered to the Purchaser:-Purchaser: - (a) transfers in the agreed form relating to all the Shares and the Venture Loans duly executed instrument of transfer and sold notes in respect of the Sale Shares in favour of the Purchaser before a Notary Public(or its nominee(s)) together with the share certificate(s) for the Sale Shares; (b) all powers of attorney or other authorities under which the original instrument of transfer and sold notes in respect of the transfer deed Sale Shares, the Deed of Assignment (if any) and the Deed of Indemnity have been executed on 31 December 1998 before Spanish Notary Public Maria-Isabel Gabarro Miquel pu▇▇▇▇▇▇ ▇▇ ▇▇i▇▇ ▇he 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(if any); (c) resignations the resignation letters duly signed by (unless the Parties otherwise agree in the agreed terms duly executed as deeds of Mr John MacLean writing) all existing director, secretary, designated representative, responsible officer and Mr ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ offi▇▇▇ ▇▇ ▇▇▇▇▇▇▇r or secretary auditors of the Company containing a confirmation resigning from their respective offices of the Company confirming that they have no claims (whether statutory, contractual right or otherwise) claim of whatsoever nature against the Company for compensation for loss of office office, redundancy, unfair dismissal or unpaid emolumentsbreach 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 Company's Memorandum duly completed and articles signed prescribed forms for the notification of association, Register the resignation of Minutes directors and secretary to the Companies Registry (Form ND4); (e) (if there is Sale Debt upon Completion) the Deed of meetings Assignment duly executed by the Vendor and the Company (in duplicate); (f) the Deed of shareholders Indemnity duly executed by the Vendor and directors, Register the Company (in duplicate); (g) the written resolutions of agreements with the sole shareholder, Shareholders Register, Companies House Certificate director of the Company approving the followings: - (A) the transfer of the Sale Shares and cheque books 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; (eB) the documents evidencing resignation of all the Venture Loansdirectors, including any cancelled Loanssecretary, designated representative, responsible officer and auditors of the Investigation Permits Company as mentioned in Clause 5.2(c) and all Material Agreementsthe appointment of such person(s) as the Purchaser may nominate as director(s), secretary, designated representative and responsible officer of the Company; (fC) the Technical Data entering into and the contents authorization of the Data Room; (gexecution by such person(s) the Disclosure Letter duly signed for and 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 Purchaser may reasonably require from a qualified lawyer in BVI acceptable to the Purchaser and at the sole costs and expenses of 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 Company 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 At or prior (s) such other documents as may be required to Completion (and prior give to the taking effect 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 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 Sale Shares and the Venture Loans:-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) sanctioning for registration cause to be issued the Consideration Shares in favour of the transfers 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 within 30 Business Days from the Completion Date the evidence in respect of the Sharesissuance and allotment of the Consideration Shares duly executed by TRX CAY’s director for purposes of issuing and allotting the Consideration Shares in favour of the Vendor (or its nominee(s));

Completion. 4.1 Completion The following matters shall take place be completed by the Parties at the Company's offices a completion meeting to be held at 11h00 on the Completion Date. 4.2 On Completion Date at 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 Sandton offices of the Purchaser before a Notary Public; (b) the original of the transfer deed executed on 31 December 1998 before Spanish Notary Public Maria-Isabel Gabarro Miquel pu▇▇▇▇▇▇ ▇▇ ▇▇i▇▇ ▇he 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 John MacLean and Mr ▇▇▇▇▇▇ Inc. or at such other place as the Parties may agree in writing, pursuant to the receipt by the Sellers of the purchase prices in respect of the Caledonia’s Equity Interest and the CMSA Shares respectively, following payment thereof by the Purchaser in accordance with the provisions of clause 6. 7.1 Caledonia shall deliver to the Purchaser: 7.1.1 a written cession for the transfer of ownership of the Caledonia Shares to the Purchaser in the form attached hereto as Annexure A; 7.1.2 the certificate(s) for the Caledonia Shares; 7.1.3 a written cession of the Caledonia Claims in the form attached hereto as Annexure B; and 7.1.4 a copy of the written resignation with effect from the Completion Date of each of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ offi▇▇▇ ▇▇ ▇▇▇▇▇▇▇r or secretary ▇ as directors of the Company containing a confirmation including an unconditional acknowledgement by the director concerned, and to the Purchaser’s reasonable satisfaction, that they have he has no claims (whether statutory, contractual or otherwise) claim against the Company for any remuneration or compensation for loss arising out of office or unpaid emoluments; (d) the Company's Memorandum and articles his resignation, together with a current-dated colour copy of associationeach such persons’ current identity document and/or passport, 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 Vendorcertified as a true copy; and 4.3 At 7.1.5 all of the books, documents, records and other assets (including in particular but not limited to all statutory books, documents and files and any and all information, documents, records, samples, plans, borehole logs and other geological, geophysical and/or geostatistical information, including the original Conversion Application and related documents), in its possession or prior to Completion (under its control; alternatively place the Purchaser in possession and prior control thereof wherever situated. 7.2 CMSA shall deliver to the taking Purchaser: 7.2.1 a written cession for the transfer of ownership of the CMSA Shares to the Purchaser in the form attached hereto as Annexure A; 7.2.2 the certificate(s) for the CMSA Shares. 7.3 Fintona shall deliver to the Purchaser a written cession of the Fintona Claims in the form attached hereto as Annexure B. 7.4 The Sellers shall deliver to the Purchaser copies of the following resolutions passed by the Company’s board of directors, which may be expressed as being subject to the receipt by the Sellers of the purchase prices in respect of the Equity Interests of the Sellers, and which shall be certified by a duly authorised officer of the Company as having been duly passed and as being true copies of the resolutions so passed: 7.4.1 a resolution approving the registration of the transfer from Caledonia to the Purchaser or its nominee for registration of the Caledonia Shares, in accordance with the written cession delivered to the Purchaser in terms of clause 7.1.1 above; 7.4.2 a resolution approving the registration of the transfer from CMSA to the Purchaser or its nominee for registration of the CMSA Shares, in accordance with the written cession delivered to the Purchaser in terms of clause 7.2.1 above; 7.4.3 a resolution approving the registration in the Company’s securities register of the Purchaser or its nominee as the holder of the Caledonia Shares in accordance with the approval given in terms of clause 7.4.1 above; 7.4.4 a resolution approving the registration in the Company’s securities register of the Purchaser or its nominee as the holder of the CMSA Shares in accordance with the approval given in terms of clause 7.4.2 above; 7.4.5 a resolution approving the issue of appropriate new share certificates to the Purchaser or its nominee for the shares registered in its name or its nominee’s name (as the case may be) in accordance with the provisions of clauses 7.4.3 and 7.4.4 above; 7.4.6 a resolution approving the appointment with effect from the Completion Date to the Company’s board of directors of all the persons nominated by the Purchaser as its nominees for the board, as notified to the Sellers on the Signature Date, and accepting the resignations of the directors referred to in clause 4.2(c) above) 7.1.4; 7.4.7 a resolution approving the Vendor shall procure the passing of board and/or shareholder resolutions (as the case may be) in the agreed terms cession of the Company Caledonia Claims to the Purchaser or its nominee; and 7.4.8 a resolution approving the sale cession of the Shares Fintona Claims to the Purchaser or its nominee. 7.5 Notwithstanding anything to the contrary anywhere else in this Agreement the Parties agree that all the matters to be completed pursuant to this clause 7 shall be deemed to have been completed simultaneously, and the Venture Loans:- (a) sanctioning for registration that none of the transfers in respect them shall be deemed to have been completed unless all of the Shares;them have been completed.

Completion. 6.1 Unless otherwise agreed by the parties hereto in writing and subject to Clause 4.1 of this Agreement, Completion of this Agreement shall take place at the Company's offices on the Completion DateDate at the office of the Purchaser or the Purchaser's Solicitors. 4.2 6.2 On or before the Completion Date, the Vendor following shall deliver to or, if the Purchaser shall so agree, make available to the Purchaser:-take place: (a) transfers The Vendor shall deliver or cause to be delivered to the Purchaser the following documents ("Completion Documents"): (i) the transfer forms in respect of the agreed form relating to all the Sale Shares and the Venture Loans duly executed by the Vendor in favour of the Purchaser; 14NEXT PAGE (ii) a certified true copy of the resolution of the board of directors of the Company which is in full force and effect and not revoked or amended and made in accordance with the memorandum and articles of association of the Company, approving the transfer of the Sale Shares to and the registration of the Sale Shares in the name of the Purchaser before in accordance with the terms and conditions of this Agreement; (iii) copies of the duly executed transfer forms together with the relevant share certificates and other documents evidencing the Company as the owner of the Japanese and Taiwanese Vsource Shares together with the legal opinions from local counsels for the Japanese and Taiwanese Vsource Companies confirming that the aforesaid transfers have been duly and properly completed and are valid and binding under the applicable laws of Japan and Taiwan; (iv) a Notary Publiccopy of the legal opinion referred to in Clause 4.1.1(c); (v) a copy each of the resignation letters of the two (2) Vendor-related directors from their offices in the Company, each stating that such person has no claims against the Company in respect of breach of contract, compensation for loss of office, redundancy or unfair dismissal or on any other grounds whatsoever under the applicable laws of Malaysia; (vi) the annual operating budget and annual capital expenditure plan of the Company for the financial year ending 31 January 2005 (which shall include the operating budget and capital expenditure plans for the Japanese and Taiwanese Vsource Companies); and (vii) the Company's revolving three (3) year business plan (which shall include the Japanese and Taiwanese Vsource Companies) for the financial years ending 31 January 2005 to 31 January 2007; (b) the original Simultaneously upon receipt of the transfer deed executed on 31 December 1998 before Spanish Notary Public Maria-Isabel Gabarro Miquel pu▇▇▇▇▇▇ ▇▇ ▇▇i▇▇ ▇he Completion Documents from the Vendor, the Purchaser shall pay the Balance Purchase Price to the Vendor acquired and either the Shares Vendor or the Purchaser may then proceed to notify the Vendor's Solicitors to release the Deposit Sum together with all interests accrued to 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;Vendor. (c) resignations in the agreed terms duly executed as deeds The Vendor shall cause to be convened a board of Mr John MacLean and Mr ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ offi▇▇▇ ▇▇ ▇▇▇▇▇▇▇r or secretary directors' meeting of the Company containing a confirmation that they have no claims (whether statutory, contractual or otherwise) against to pass the Company for compensation for loss of office or unpaid emoluments;following resolutions:- (di) to appoint one (1) nominee of the Company's Memorandum and articles Purchaser to the board 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 directors 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 (ii) if applicable, to accept the resignation of the designated Vendor-related directors from their respective offices in the Company; such that the composition of the board of directors shall be no more than three (3) directors (including the nominee of the Purchaser) as at the Completion Date. To facilitate the above resolutions, the Purchaser shall on or prior to Completion after the Unconditional Date but at least five (and 5) Business Days prior to the taking effect Completion Date, provide to the Vendor all relevant 15NEXT PAGE details of the resignations proposed director together with the duly executed statutory forms including Form 48A and Form 48F. In addition, the Purchaser shall also deliver to the Vendor, the approval letters from the relevant authorities and an extract of the directors referred to meeting of its shareholders approving the purchase of the Sale Shares in clause 4.2(c) above) accordance with the terms and conditions of this Agreement. 6.3 On or before the Completion Date, the Vendor shall procure do all things, acts and execute all documents necessary to cause the passing of board and/or shareholder resolutions (Purchaser to be registered as the case may be) in the agreed terms legal and beneficial owner of the Company approving Sale Shares. 6.4 Completion is conditional on the sale of the Shares Vendor and the Venture Loans:-Purchaser complying with all of their respective obligations under Clauses 4.4 and 6. If either the Vendor or the Purchaser shall fail to comply with their respective obligations and those obligations are not waived by the other party on the intended Completion Date, including the failure to deliver the Completion Accounts to the Purchaser pursuant to Clause 4.4, then Completion will not take place on the intended Completion Date, in which case the said date shall be referred to as the Unsuccessful Completion Date and either party may terminate this Agreement in accordance with Clause 10 herein; and (a) sanctioning for registration each party must do everything reasonably required by the other party to reverse any action taken pursuant to this Agreement; and (b) this Agreement and all ancillary agreements entered into pursuant to this Agreement will, save as otherwise agreed by the parties, be of no force or effect without prejudice to any other rights any party may have against the transfers other in respect of the Shares;any such failure or breach.

Completion. 4.1 Completion shall take place on 28 February 1997 at the Companyoffices of the Purchaser's Solicitors or such other offices on as the Completion Date.parties may subsequently agree when:- 4.2 On Completion 4.1.1 the Vendor Vendors shall deliver or cause to or, if the Purchaser shall so agree, make available be delivered to the Purchaser:- (a) transfers in the agreed form relating to all the Shares and the Venture Loans duly executed Transfers together with the relative share certificates in favour respect of the Purchaser before a Notary PublicShares; (b) the original certificate of incorporation, all certificates on change of name, the seal and statutory books of the transfer deed executed on 31 December 1998 before Spanish Notary Public Maria-Isabel Gabarro Miquel pu▇▇▇▇▇▇ ▇▇ ▇▇i▇▇ ▇he Vendor acquired Company made up to the Shares together with the original date 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 LoansCompletion; (c) resignations in the agreed terms duly executed as deeds Leases to the Property; (d) if the Purchaser so requires an effective waiver by each of Mr John MacLean and Mr ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ offi▇▇▇ ▇▇ ▇▇▇▇▇▇▇r or secretary the members of the Company containing a of any rights which he may have under the Articles of Association of the Company to have the Shares or any of them offered to him for purchase and any other documents necessary to substantiate the right of the transferors of the Shares pursuant to this Agreement to transfer the same; (e) written confirmation pursuant to Clause 3.1; (f) written resignation letters executed under seal by such of the directors and secretaries of the Company as the Purchaser may nominate, each such letter incorporating an acknowledgement that they have the party resigning has no claims (whether statutory, contractual or otherwise) against the Company for compensation for loss of office or termination of employment, unpaid emoluments; (dremuneration or otherwise howsoever) against 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 4.1.2 the taking effect Vendors shall procure that the Directors shall hold a meeting 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 Board of the Company approving the sale of the Shares and the Venture Loans:-at which (a) sanctioning for the Directors shall appoint such persons as the Purchaser may nominate as directors of the Company and procure the resignation without compensation of any nature whatsoever of such of the Directors and Secretary of the Company as the Purchaser may nominate; (b) the Directors shall vote in favour of the registration of the transfers in respect Purchaser or its nominees as members of the SharesCompany subject to the production of duly stamped and completed Transfers; (c) 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 performance by the Vendors of their obligations in accordance with the foregoing provisions of this Clause 4, the Purchaser shall allot to each of the Vendors the number of the Consideration Shares of the Purchaser to which he is entitled hereunder and deliver the relative documents of title; 4.2 If in any respect the provisions of sub-clauses 4.1.1, 4.1.2, 4.1.3 and 4.1.4 are not complied with on the 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 sub-clause shall apply to Completion as so deferred); or 4.2.2 proceed to Completion so far as practicable (without prejudice to its rights hereunder); or

Completion. 4.1 Completion shall take place at the Company's offices on the Completion DateDate at the offices of the Purchaser's Solicitors. 4.2 Vendor's Obligations On Completion the Vendor shall Vendors shall: (A) deliver to or, if the Purchaser shall so agree, make available to the Purchaser:- Purchaser: (a1) transfers in the agreed form relating to all the Shares and the Venture Loans duly executed transfers of the Sale Shares by the registered holders thereof 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 Maria-Isabel Gabarro Miquel pu▇▇▇▇▇▇ ▇▇ ▇▇i▇▇ ▇he Vendor acquired the Shares or its nominees together with the original relative 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 transfer 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 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 terms) made out in favour of Mr John MacLean the Company and/or the Subsidiaries acknowledging that he has no claim outstanding for compensation or otherwise and Mr ▇▇▇▇▇▇ ▇▇▇▇ ▇▇without any payment under the Employment Rights A▇▇ ▇▇▇▇▇ offi▇▇▇ ; (C) procure the resignation of the auditors of the Company and the Subsidiaries in accordance with s 293 of the Companies A▇▇ ▇▇▇▇▇▇▇r , 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 secretary 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 containing a confirmation that they have no claims and each of the Subsidiaries and its/their certificate(s) of incorporation, any certificates of incorporation on change of name and common seal(s); (whether statutory, contractual or otherwise2) against certificates in 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 for compensation for loss in favour of office or unpaid emoluments; such persons as the Purchaser shall direct; (d3) the title deeds to the Properties (4) (or procure the delivery of) service agreements, in the agreed terms, between [ ] and the Company's Memorandum , [each] executed by [ ]; (E) procure a board meeting of the Company and articles of associationeach of the Subsidiaries to be held at which there shall be: (1) passed a resolution to register, Register of Minutes of meetings of shareholders and directors, Register of agreements with sole shareholder, Shareholders Register, Companies House Certificate and cheque books in the case 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 transfers of the Data Room; (g) Sale Shares and, in the Disclosure Letter duly signed for and on behalf case of the Vendor; and 4.3 At or prior Subsidiaries, the share transfers referred to Completion in Sub-Clause (D)(2) and prior (subject only to due stamping) to register, in the taking effect register of members, each transferee as the holder of the shares concerned; (2) 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 clause 4.2(cSub-Clause (B) aboveeach such acceptance to take effect at the close of the meeting; (4) revoked all existing authorities to banks and new authorities shall be given to such banks and on such terms as the Purchaser may direct; (5) changed the situation of the registered office and (subject to the Companies Acts) the Vendor shall procure the passing of board and/or shareholder resolutions (accounting reference date, each as the case Purchaser may bedirect; and (6) in tendered and accepted the agreed terms resignation of the auditors and appointing [ ] as new auditors of each of the Company approving the sale of the Shares and the Venture Loans:- (a) sanctioning for registration of the transfers in respect of the Shares;Subsidiaries; and

Completion. 4.1 5.1 Completion shall take place at the Companyoffices of Fong & Ng at Suite 1101, 11th Floor, Nine Queen's offices on the Completion Date. 4.2 On Completion the Vendor shall deliver to orRoad Centra▇, 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 Maria-Isabel Gabarro Miquel pu▇▇▇▇▇▇ ▇▇ ▇▇i▇▇ ▇he 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 John MacLean and Mr ▇▇▇▇▇▇ ▇▇ong Kong ▇▇ ▇▇▇▇ ▇▇▇▇▇ offi▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇r or secretary ▇▇ ▇▇▇▇ the execution of this Agreement, when all the following business will be simultaneously transacted:- 5.1.1 each of the Company containing Vendors shall deliver to the Purchaser or as it may direct the following:- (a) instruments of transfer in favour of the Purchaser in respect of the Sale Shares duly executed by the registered holders thereof; (b) original share certificates in respect of the Sale Shares (if any); (c) such other documents as may be required to give a confirmation that they have no claims (whether statutory, contractual or otherwisegood and effective transfer of title of the Sale Shares to the Purchaser and/or its nominee(s) against and to enable it/them to become the Company for compensation for loss of office or unpaid emoluments;registered holders thereof; and (d) the Company's Memorandum statutory books (which shall be written up to and articles including the Completion Date), the certificate of associationincorporation, Register business registration certificate and common seal of Minutes of meetings of shareholders and directors, Register of agreements with sole shareholder, Shareholders Register, Companies House Certificate and cheque books each 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 BVI Company and the contents Subsidiaries and such other statutory records of the Data Room;BVI Company and the Subsidiaries as are in his possession or control. (g) the Disclosure Letter duly signed for and on behalf 5.1.2 each of the VendorVendors and the Warrantors shall cause a meeting of the board of directors of the BVI Company to be held at which resolutions shall be passed to approve the transfer of the Sale Shares referred to; and 4.3 At or prior to Completion 5.1.3 the Purchaser shall:- (and prior to the taking effect of the resignations of the directors referred to in clause 4.2(ca) above) the Vendor shall procure the passing of the shareholder's resolution in the form set out in Schedule 4 and the board and/or shareholder resolutions in Schedule 5 to authorise the allotment and issue of the Consideration Shares to the Vendors (or as the case Vendors may beotherwise direct) in and the agreed payment of the capital of the nil-paid shares on the terms of the Company approving the sale of the Shares and the Venture Loans:-Clause 3.1; (ab) sanctioning deliver to the Vendors original share certificates for registration the Consideration Shares issued by the Purchaser (if requested by the Vendors); and (c) arrange to present the instruments of transfer together with the transfers share certificates received from the Vendors in respect of the Shares;Sale Shares to the BVI Company for registration of such transfer. 5.2 The transactions described in Clause 5.1 shall take place at the same time, so that in default of the performance of any such transactions by either party, the other party shall not be obliged to complete this Agreement or perform any obligations hereunder (without prejudice to any further legal remedies).

Completion. 4.1 7.1 Completion shall take place at the Company's offices on of the Completion Date. 4.2 On Completion [ ] immediately after the Vendor shall deliver to or, if the Purchaser shall so agree, make available to the Purchaser:-signature of this agreement when: (a) transfers each party shall provide to the others evidence in a form reasonably satisfactory to the agreed form relating others that it (and each of its relevant Affiliates entering into an Implementation Agreement) has all necessary corporate approvals and consents and its signatories have necessary authority to all the Shares enter into this agreement and the Venture Loans other agreements referred to herein; (b) each party shall (or shall procure that its relevant Affiliates will) duly execute and, to the extent applicable, complete the Implementation Agreements and the Tax Deed of Covenant; (c) the Seller shall deliver to the possession and control of the Purchaser: (i) a duly executed transfer or transfers in favour of the Purchaser before a Notary Public(or such Affiliate of the Purchaser as the Purchaser may nominate) of all the Sale Shares; (bii) share certificate(s) or other documents of title relating to the original Sale Shares (or an express indemnity in a form reasonably satisfactory to the Purchaser in the case of the transfer deed executed on 31 December 1998 before Spanish Notary Public Maria-Isabel Gabarro Miquel pu▇▇▇▇▇▇ ▇▇ ▇▇i▇▇ ▇he 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 missing certificates or documents lodged with any relevant Spanish foreign investment authority concerning the Venture Loansof title); (ciii) the company books relating to the Company, including certificates of incorporation, common seals, minute books, statutory registers, shareholders' agreements and share certificate books (duly written up to date); (iv) resignations in of all the agreed terms duly executed as deeds of Mr John MacLean directors and Mr ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ offi▇▇▇ ▇▇ ▇▇▇▇▇▇▇r or secretary of the Company; (v) the written resignation of the auditors of the Company containing a confirmation to take effect on Completion, with acknowledgments signed by them to the effect that they have no claims (whether statutory, contractual or otherwise) claim against the Company for compensation for loss and to the effect that there are no circumstances connected with their resignation which they consider should be brought to the notice of office the shareholders or unpaid emolumentscreditors of the Company; (vi) bank statements in respect of every account which the Company has, dated two days prior to the Completion Date and the relevant reconciliation statements prepared on the previous Business Day; (vii) the Business Data; (viii) the documentation and title deeds to the Property in accordance with the provisions of Part II of Schedule 2; (ix) the Implementation Agreements duly executed by the Seller and/or Affiliates of the Seller as applicable; and (x) the Disclosure Letter; (d) 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 Purchaser shall pay to the CompanySeller the Estimated Consideration; (e) the documents evidencing Purchaser or another member of the Venture Loans, including Purchaser's Group shall procure that all Intra-group Loans due from the Company to the Seller or any cancelled Loans, Affiliate of the Investigation Permits Seller are repaid by the Company and the Seller or another member of the Seller's Group shall procure that all Material AgreementsIntra-group Loans due to the Company from the Seller or any Affiliate of the Seller are repaid by the Seller or its relevant Affiliates; (f) the Technical Data Seller shall take or shall procure the taking of, such steps as may be necessary to: (i) approve the transfers referred to in Clause 7.1(c)(i) (subject only to the Purchaser arranging and paying any taxes or duties arising in relation to the transfer); and (ii) appoint such directors and secretary as the Purchaser may specify as directors and the contents secretary of the Data RoomCompany; and (iii) release the securities, guarantees, claims and indemnities existing immediately prior to Completion other than those arising in the Ordinary Course of Business, owed or due to or claimed by the Seller or any Affiliate (being an Affiliate after Completion) from the Company, true and complete particulars of which are set out in Schedule 10; (g) each party and the Disclosure Letter duly signed for and on behalf Purchaser shall deliver a copy of the Vendor; and 4.3 At or prior to Completion (and prior Tax Deed of Covenant duly executed 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 transfers in respect of the Shares;other parties.

Completion. 4.1 Completion shall take place at the Company's offices on the Completion Date. 4.2 On Completion Date at the Vendor offices of ▇▇▇▇▇▇ ▇▇▇▇ LLP at 3 More ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, or at another place the parties may agree when all (but not part only) of the following business shall deliver to or, if the Purchaser shall so agree, make available to the Purchaser:-be transacted: (a) the Sellers shall deliver to the Buyer: (i) transfers for the Sale Shares duly executed and completed in favour of the Buyer (or as it may direct), together with the certificates for the Sale Shares and the duly executed powers of attorney or other authorities under which any of the transfers have been executed; (ii) (as agents for each Group Company) in respect of each Group Company all statutory and minute books (written up to the Business Day immediately preceding Completion) and common seals (if any), certificates of incorporation, any certificate or certificates of incorporation on change of name and other statutory documents and records including copies of the respective Group Company’s articles of association (including, for any company incorporated before 1 October 2009, any provisions of its old-style Memorandum of Association which, by virtue of section 28 CA 2006, are treated as provisions of that company’s articles); (iii) the Taxation Deed duly executed by each of the parties to it (other than the Buyer); (iv) a letter of non-crystallisation from Barclays Bank plc in respect of the guarantee and debenture between itself and the Target and The Institute of Business and Management Limited; (v) a deed of termination in the agreed form in respect of the shareholders’ agreement dated 22 December 2006 in respect of the management of the Company signed by the Sellers and the Company; (vi) a resolution of the members of the Company in the agreed form ratifying (amongst other matters) the payment of all dividends by the Company to the extent that such payment of dividends (or other matters) are capable of ratification; (vii) a receipt from Bentley Financial Services confirming that the Company has paid the Settlement figure as outlined in its letter to the Company dated 22 June 2011; (viii) a copy of the Directors’ Loan Account; (ix) copies of the leases relating to all the Shares and Properties (x) the Venture Loans duly executed Disclosure Letter (xi) a statement setting out the Provisional Net Working Capital Deficit Target in favour of the Purchaser before a Notary Public;agreed form. (b) the original Sellers shall procure that a board meeting of the Company and each of the Subsidiaries (as appropriate) is held at which the following matters are carried out: (i) approve the transfers mentioned in clause 4.1(a)(i) for registration in the register of members of the Company (subject only to the transfers being subsequently presented duly stamped); (ii) approve the appointment of those persons that the Buyer may nominate at or prior to Completion as additional directors and/or as secretary of each Group Company; (iii) on those appointments being made, cause all of the Sellers save for ▇▇▇▇▇▇ ▇▇▇▇▇▇, and those other persons as the Buyer may direct at or prior to Completion to cease to be directors (and employees and secretaries, as applicable, as outlined in the Letters of Resignation) of each Group Company and deliver to the Buyer the Letters of Resignation (executed as deeds) in the agreed form from all these persons so resigning acknowledging that, save as provided for pursuant to the terms of any Share Purchase Documents, they have no claim outstanding for compensation for loss of office or otherwise, including, without limitation, redundancy and unfair dismissal in connection with such resignations; and (iv) procure that the Auditors resign their office as auditors of each Group Company by depositing their written notice of resignation at its registered office in accordance with section 516 CA 2006 along with a statement under section 519 CA 2006 that there are no circumstances connected with their resignation which they consider should be brought to the attention of the members or creditors of that Group Company, (c) the Buyer shall: (i) pay by direct electronic funds transfer deed executed on 31 December 1998 before Spanish Notary Public Maria-Isabel Gabarro Miquel puthe day of Completion to the client account of the Sellers’ Solicitors numbered ▇▇▇▇▇▇▇▇ at Bank of Scotland plc of ▇▇/▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇ ▇▇i▇▇ ▇he Vendor acquired , sort code 80-07-48 the Shares together Initial Consideration less the Retention Sum, less any amount payable by the Buyer under clause 4.1(c)(ii) and the Sellers irrevocably authorise payment of that amount into that account. Upon receipt of such funds by the Sellers’ Solicitors in accordance with this clause 4.1(c)(i) the original Buyer shall have no obligation as to the distribution or allocation of transfer deed executed on 25 February 1999 pursuant to which any sum among and between the Vendor acquired the Venture Loans and any reports or documents lodged with any relevant Spanish foreign investment authority concerning the Venture LoansSellers; (cii) resignations pay by direct electronic funds transfer on the day of Completion to the account of the Company numbered 80480851 at Barclays Bank PLC of Coventry, sort code 20-23-55, an amount equal to the aggregate of all amounts owing to the Company by each of the Sellers as set out in the agreed terms Directors’ Loan Account. The Sellers acknowledge the indebtedness that they owe to the Company as evidenced in the Directors’ Loan account and authorise the payment by the Buyer, on their behalf, to the Company of monies under this clause 4.1(c)(ii) in full satisfaction of that indebtedness. (iii) pay into the Retention Account the Retention Sum; (iv) acknowledge receipt of the Disclosure Letter; and (v) deliver to the Sellers a counterpart of the Taxation Deed duly executed by the Buyer; (d) the parties shall join in procuring that: (i) the Buyer’s Accountants are appointed auditors of each Group Company in place of the Auditors; (ii) all bank mandates in force for each Group Company shall be altered (as deeds the Buyer requires) to reflect the resignations and appointments referred to above; (iii) the current accounting reference period of Mr John MacLean and Mr each Group Company shall be altered so as to end on 31 December; (iv) the registered office of each Group Company incorporated in the United Kingdom shall be changed to Norose Company Secretarial Services Limited, 3 More ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ offi▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇r or secretary of the Company 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; (dv) the Company's Memorandum two parcels of freehold land adjoining numbers 727 and articles ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ are transferred by the Company to ▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇ for the sum 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£22,000; (evi) the documents evidencing Retention Escrow Letter shall be executed by the Venture Loans, including any cancelled Loans, the Investigation Permits and all Material Agreements; (f) the Technical Data parties thereto and the contents of the Data Room; (g) the Disclosure Letter duly signed for and on behalf of the VendorRetention Account opened; 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(cvii) above) the Vendor shall procure the passing of board and/or shareholder resolutions (as the case may be) an amendment letter in the agreed terms of form in connection with the existing service agreement between the Company approving and ▇▇▇▇▇▇ ▇▇▇▇▇▇ are executed by the sale of the Shares and the Venture Loans:- (a) sanctioning for registration of the transfers in respect of the Shares;parties thereto.

Completion. 4.1 Completion shall of this Agreement is to take place at the Company's offices on the Completion Date. 4.2 On 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 Maria-Isabel Gabarro Miquel pu▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇i▇▇ ▇he 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 John MacLean and Mr , ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ offi▇▇▇ ▇▇ ▇▇▇▇▇▇▇r (or secretary such other location as the Vendor and the Purchaser shall agree) immediately following exchange this Agreement. 4.2 At Completion, the Vendor shall deliver to the Purchaser the following: (a) share certificates in respect of the Company containing a confirmation Shares; (b) duly executed transfers in respect of the Shares in favour of the Purchaser (or as it may direct); (c) the resignations of each of the directors and the secretary confirming that they have there are no claims (whether statutory, contractual or otherwise) against the Company for compensation for loss of office or unpaid emolumentsin a form reasonably required by the Purchaser; (d) an irrevocable power of attorney executed by the Vendor to enable the Purchaser (during the period prior to the registration of the transfer of the Shares) to exercise all voting and other rights attaching to the Shares; (e) an acknowledgement from the Vendor in a form reasonably required by the Purchaser confirming that at and immediately after Completion nothing is owing nor are there any outstanding claims between the Vendor and the Company and to the extent that there are possible claims, then these are waived; (f) certificate of incorporation, certificate of incorporation on change of name, common seal, statutory register, minute books, share certificate book, books of account and all other books (all duly written up to date); (g) any service agreements to which the Company is a party; (h) releases and discharges from the Company's Memorandum bankers and articles all other persons 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 any fixed or floating charges over any property or any other assets of the Company; (ei) a tax deed of covenant in a form reasonably required by the documents evidencing the Venture Loans, including any cancelled Loans, the Investigation Permits and all Material AgreementsPurchaser; (f) the Technical Data and the contents of the Data Room; (gj) the Disclosure Letter duly signed for by the Vendor; (k) all waivers and on behalf consents in a form reasonably required by the Purchaser signed by the Vendor or any third party to enable the Purchaser or its nominee to be registered as the holder of the VendorShares (the Vendor hereby irrevocably waiving all and any rights of pre- emption to which it may be entitled under any articles of association, agreement, law or otherwise in respect of the transfer of the Shares delivered under this Agreement); 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(cl) above) the Vendor shall procure the passing certified copies of board and/or shareholder resolutions (as the case may be) in the agreed terms of the Company approving in a form reasonably required by the sale Purchaser between the parties to approve, inter alia, the transfer of the Shares Shares, the appointment of such new directors, secretary and auditors as the Purchaser shall direct and the Venture Loans:-adoption of new bank mandates. 4.3 If for any reason the provisions of clause 4.2 are not fully complied with, the Purchaser shall be entitled (in addition and without prejudice to any other right or remedy available to it) to elect: (a) sanctioning for registration to rescind this Agreement in which case the Purchaser shall not be obliged to purchase any of the transfers in respect Shares or issue any of the Consideration Shares;; or (b) to fix a new date for Completion; or 4.4 Following Completion the Vendor hereby agrees to enter into the following documents forthwith upon request by the Purchaser: (a) a service agreement between the Vendor and the Purchaser in a form to be agreed between the parties; and (b) following issue of the Consideration Shares, the IXL Stockholders' Agreement. 4.5 The Purchaser shall procure the issue and allotment to the Vendor of the Consideration Shares as soon as reasonably practicable following agreement or determination of the number of Consideration Shares to be issued in accordance with clause 3.3.

Completion. 4.1 Completion 5.1 Subject to the fulfilment of the Conditions Precedent, and payment of the Purchase Consideration and late interest, if any, the completion of the sale and purchase of the Sale Shares shall take place no later than fourteen (14) Business Days from the Payment Date with late interest, if any (whichever is the later) to the Vendor’s appointed solicitors as stakeholders at the Company's offices on Solicitors’ office or such other place as the Completion DateParties may agree in writing. 4.2 5.2 On Completion as stated above, the Vendor shall deliver to or, if or procure the Purchaser shall so agree, make available delivery to the Purchaser:-Solicitors of the following: (a) transfers an original certified true copy of the approval of the shareholders and/or the board of directors of the Vendor to approve the sale and purchase of the Sale Shares by the Vendor to the Purchaser, the affixation of the Vendor’s common seal onto this Agreement, where necessary and all other transaction contemplated under this Agreement, all in accordance with the agreed form relating terms and subject to all the Shares and terms of this Agreement; (a) an original certified true copy of the Venture Loans duly executed approval of the board of directors of the Company in favour respect of the registration of the Purchaser before as a Notary Publicmember of the Company upon the transfer of the Sale Shares on Completion; (b) the original share certificates in respect of the transfer deed executed on 31 December 1998 before Spanish Notary Public Maria-Isabel Gabarro Miquel pu▇▇▇▇▇▇ ▇▇ ▇▇i▇▇ ▇he 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 LoansSale Shares; (c) resignations the valid, registrable undated and unstamped share transfer form(s) in respect of the agreed terms Sale Shares duly executed as deeds of Mr John MacLean and Mr ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ offi▇▇▇ ▇▇ ▇▇▇▇▇▇▇r or secretary by the Vendor in favour of the Company containing a confirmation that they have no claims (whether statutory, contractual or otherwise) against the Company for compensation for loss of office or unpaid emolumentsPurchaser; (d) the duly signed and undated resolutions of the board of directors of the Company approving the registration of the transfer of the Sale Shares in favour of the Purchaser in the Company's Memorandum ’s register of members and articles the issuance of association, Register new share certificates in respect of Minutes the Sale Shares in favour of meetings the Purchaser; (e) the duly signed and undated resolution of shareholders and directors, Register the board of agreements with sole shareholder, Shareholders Register, Companies House Certificate and cheque books directors of the Company resolving to accept the appointment of the nominees of the Purchaser as non-executive director 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 duly executed form(s) for the contents of the Data Room;appointment of the nominees of the Purchaser as non-executive director of the Company; and (g) such other documents as may be required to give good title to the Disclosure Letter duly signed for Sale Shares and on behalf to enable the Purchaser to become the registered holder thereof. (collectively, referred to as “Completion Documents”). 5.3 Upon the Vendor satisfying their obligations under Clause 5.2 above to the satisfaction of the Vendor; and 4.3 At or prior to Completion (and prior to Purchaser, 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:-Purchaser shall: (a) sanctioning for registration deliver to the Company a certified true copy of the transfers in respect resolution of the Shares;board of directors of the Purchaser and of the members of the Purchaser approving: (i) the execution of this Agreement as well as the affixation of the Purchaser’s Common Seal onto this Agreement, where necessary, in accordance with its Constitution; and (ii) the acquisition of the Sale Shares from the Vendor and all other transaction contemplated under this Agreement, all in accordance with the terms and subject to the terms of this Agreement. 5.4 On Completion and upon receipt of the Completion Documents as described in Clause 5.2 above (“Completion Date”), the Solicitors shall be entitled to adjudicate the Transfer Form within fourteen (14) days from the date thereof. 5.5 The Vendor shall as at Completion cause the release of the Sale Shares from the Vendor to the Purchaser. Upon receipt of the adjudicated Transfer Form from the Purchaser’s Solicitors, the Vendor shall cause the transfer of the Sale Shares from the Vendor to the Purchaser to be registered in the Company’s register of transfers and cause the Sale Shares to be registered in the name of the Purchaser in the Company’s register of members within fourteen (14) days of Completion. 5.6 The Sale Shares shall, on Completion, be free from all Encumbrances and, subject to stamping of the same shall be transferred with the benefit of all rights and benefits attaching thereto within fourteen (14) days or such period after stamping of the Transfer Form, of Completion including the right to any dividends.

Completion. 4.1 Completion shall take place 7.1 Subject to any event of force majeure, AICA Engineering will endeavour to complete the installation of the Goods at the Company's offices on Premises before the end of the Completion DatePeriod. 4.2 7.2 On Completion completion of the Vendor shall deliver to orinstallation of the Goods at the Premises, if AICA Engineering will provide the Purchaser shall so agree, make available with a Completion Certificate that confirms that the Goods have been installed and are operational. 7.3 A Completion Certificate will not constitute a confirmation that the Goods have been connected to the Purchaser:-power grid (see clause 12). 7.4 AICA Engineering shall not be liable to the Purchaser to make good any damage or loss whether arising directly or indirectly out of the failure to complete the installation of the Goods before the end of the Completion Period. 6.3 Unless otherwise agreed by the Parties in writing, by executing this Agreement the Purchaser is taken to have accepted the Solar Credits Discount and to be bound by this clause 6. 6.4 The Purchaser undertakes warrants and represents that, as at the date of this Agreement and continuing until the installation of the Goods at the Premises is completed and the Purchaser has complied with its obligations under clause 2.2: (a) transfers no person, including the Purchaser, has received pre- approval or approval for financial assistance, nor is there any funding agreement in force, under any Program, in relation to the agreed form relating to all the Shares and the Venture Loans duly executed in favour of the Purchaser before a Notary PublicGoods; (b) no person, including the original Purchaser, has applied for, received or had approved any financial assistance under any Program or under the Photovoltaic Rebate Program in respect of any Small Generation Unit including but not limited to the transfer deed executed on 31 December 1998 before Spanish Notary Public Maria-Isabel Gabarro Miquel pu▇▇▇▇▇▇ ▇▇ ▇▇i▇▇ ▇he Vendor acquired Goods at 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;Premises; and (c) resignations in the agreed terms duly executed Goods will constitute the first Small Generation Unit installed at the Premises. 6.5 If, as deeds a result of Mr John MacLean and Mr ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ offi▇▇▇ ▇▇ ▇▇▇▇▇▇▇r or secretary a breach of any of the Company containing a confirmation that they have no claims (whether statutoryWarranties, contractual or otherwise) against the Company for compensation for loss of office or unpaid emoluments; (d) Solar Credits Discount does not apply to the Company's Memorandum supply 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 installation 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:-Goods: (a) sanctioning for registration the Sale Price and Final Amount will be increased by the value of the transfers Solar Credits Discount as determined by AICA Engineering, and AICA Engineering will provide the Purchaser with Notice in respect writing of the Shares;amount of

Completion. 4.1 6.1 Unless otherwise agreed by the Purchaser and the Vendor, Completion shall take place at the Company's Completion Date at the offices on the Completion Date. 4.2 On Completion the Vendor shall deliver to orof CMS ▇▇▇▇▇ Star Busmann N.V., if the Purchaser shall so agreeMondriaantoren, 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 Maria-Isabel Gabarro Miquel pu▇▇▇▇▇▇ ▇▇ ▇▇i▇▇ ▇he 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 John MacLean and Mr ▇▇▇▇▇▇ ▇▇▇▇ , ▇▇▇▇ ▇▇ Amsterdam, the Netherlands in the presence of the Notary. 6.2 At Completion, the Vendor and 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 (in the following order): (a) the Notary shall confirm to the parties that he has received the Consideration and that it is available to him; (b) the 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 Vendor shall deliver to the Purchaser: (i) the shareholders’ register of the Company in which the transfer of the Shares is to be recorded; (ii) a certificate in the Agreed Form to the effect that the Vendor Warranties continue to be true and accurate in all material respects and not misleading in any material respect as per Completion except to the extent 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) the Supplementary Disclosure Letter, if any; (iv) the written resignation of Messrs. ▇.▇▇▇ offi▇▇▇ ▇▇ . ▇▇▇▇▇▇▇r or secretary of the Company containing a ▇ 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 (whether statutory, contractual or otherwise) from any cause of action against any of the Company Group Companies for compensation for loss the period up to an including the date of office or unpaid emolumentstheir resignation; (dv) the Company's Memorandum and articles written resolutions of association, Register of Minutes of meetings the general meeting of shareholders and directors, Register of agreements with sole shareholder, Shareholders Register, Companies House Certificate and cheque books of the Company; (e) respective Group Companies in 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 Agreed Form in which it is resolved to Completion (and prior to the taking effect of accept 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 transfers in respect of the Shares;Messrs. ▇.▇.

Completion. 4.1 Completion 5.1 Subject as hereinafter provided completion shall take place at the Company's offices Hong Kong Special Administrative Region on the Completion DateDate between the hours of 9:00 a.m. to 5.00 p.m. or at such other place and between such other hours as may be agreed between the parties hereto. 4.2 5.2 On Completion the Vendor and the Company shall deliver and produce 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 transfers and contract notes of the Sale Share in favour of the Purchaser before a Notary Publicand/or such person(s) as the Purchaser may direct or nominate, accompanied by the relative share certificates in respect of the Sale Share; (b) the original such shares or any documents of the transfer deed executed on 31 December 1998 before Spanish Notary Public Maria-Isabel Gabarro Miquel pu▇▇▇▇▇▇ ▇▇ ▇▇i▇▇ ▇he Vendor acquired Company as the Shares together with Purchaser may require to enable the original Purchaser and/or its representative or nominee to be registered as holders 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 LoansSale Share; (c) resignations in written resolutions of the agreed terms duly executed as deeds of Mr John MacLean and Mr ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ offi▇▇▇ ▇▇ ▇▇▇▇▇▇▇r or secretary directors of the Company containing (as the Purchaser may require) approving and/or ratifying the entering into of this Agreement and the due performance thereof; (d) such written evidence as may be reasonably satisfactory to the Purchaser to prove that the directors of the Company have, before the signing of this Agreement duly made, and will, before and on completion, duly make full disclosure of their respective interests in, of or in relation to this Agreement or the transaction herein contemplated pursuant to the Law, the Articles of Association of the Company, and otherwise; (e) the originals as well as duly certified copies of the board resolutions of the then existing directors :- (i) revoking all existing authorities to bankers in respect of the operation of its bank accounts and giving authority in favour of such persons as the Purchaser may nominate to operate such accounts; (ii) appointing such persons (within the maximum number permitted by the Articles of Association) as the Purchaser may nominate as directors; and (iii) approving the registration of the said share transfers subject to the same being duly stamped; (f) the Existing Management Accounts which must show full compliance with the terms and conditions of this Agreement; (g) the statutory books of the Company which must be duly completed and written up to date; (h) all books, accounts, papers and records of the Company; (i) the written resignations of all the then existing directors of Company from their directorships with acknowledgements signed by each of them in a confirmation form annexed hereto as Appendix 6 to the effect that they have no claims (whether statutory, contractual or otherwise) claim against the Company for compensation for loss of office office, fees or unpaid emolumentsdisbursements or otherwise whatsoever; (j) the written resignations of the then existing Secretary of the Company if any to take effect on the date of completion with acknowledgements signed by each of them in a form annexed hereto as Appendix 6 to the effect that they have no claim against the Company for compensation for loss of office, fees or disbursements or otherwise whatsoever; (k) duly executed Share Mortgage Deed pursuant to Clause 2.2(i); (l) duly executed Escrow Deed pursuant to Clause 2.2(iii); (m) duly executed Deed of Settlement of Debt pursuant to Clause 2.2 (iv); (n) duly executed Guarantee Agreement pursuant to Clause 2.2(v); (o) duly executed Licence agreement pursuant to Clause 2.2 (vi); (p) all approval from the PRC authority for implementating matters arising in Clause 5.2 (a) to (o), if required. 5.3 Against compliance with the foregoing provisions the Purchaser shall pay or guarantee to pay and satisfy the balance of the Price in the manner specified in Clause 2. Also on completion the Purchaser shall deliver and produce to the Vendor :- (a) duly executed transfers and contract notes of the Sale Share in favour of the Vendor and/or such person(s) as the Vendor may direct or nominate, accompanied by the relative share certificates in respect of the Sale Share in accordance to the terms and conditions of the Share Mortgage Deed to be executed by the Purchaser and deposit the Sale Share to the Escrow Agent in accordance to the terms and conditions of the Escrow Deed pursuant to Clause 2.2(iii); (b) such waivers and/or consents and/or resolutions signed by directors as required; (c) duly executed Share Mortgage Deed pursuant to Clause 2.2(i); (d) 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 duly executed Assignment of the CompanyLanded Properties pursuant to Clause 2.2(ii) (if any or if not adjourned pursuant to Clause 2.2); (e) the documents evidencing the Venture Loans, including any cancelled Loans, the Investigation Permits and all Material Agreementsduly executed Escrow Deed pursuant to Clause 2.2(iii); (f) the Technical Data and the contents of the Data Roomduly executed Guarantee Agreement Pursuant to Clause 2.2(v); (g) all approvals from both the Disclosure Letter duly signed for PRC authority and on behalf its PRC Shareholder 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 Subsidiary, namely for implementating matters arising 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:- Clause 5.3 (a) sanctioning for registration of the transfers in respect of the Shares;to (f), if required.

Completion. 4.1 Completion 5.1 The sale and purchase of the Sale Shares shall take place at be completed on or before the Company's offices on 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:- 4.2 On Completion 5.1.1 the Vendor Vendors shall deliver or procure the delivery to or, if NHancement of the Purchaser shall so agree, make available to the Purchaser:-following:- (a) transfers in the agreed form relating to all the Shares and the Venture Loans duly executed in favour a copy of the Purchaser before resolution of the Board of Directors of the Company (duly certified by a Notary PublicDirector 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 original 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 transfer deed executed on 31 December 1998 before Spanish Notary Public Maria-Isabel Gabarro Miquel puresolutions 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 effect immediately and without any compensation for loss of office; (e) letters of resignation of the Auditors and the Company Secretary; 8 7 (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▇▇ ▇▇i▇▇ ▇he 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 John MacLean and Mr ▇▇Technical Manager Man ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ offi▇▇▇ Technical Manager Ahil▇▇ ▇▇▇▇▇▇▇r or secretary ▇▇ Divisional Manager, Sales; s/o S. O. Thevar (h) a market stand-off agreement signed by each Vendor substantially in a form acceptable to NHancement; (i) a Closing Certificate signed by each Vendor whereby the Vendors confirm that the representations, warranties and covenants provided by them under this Agreement remain true and accurate as at the Completion Date; (j) a Closing Certificate signed by the managing Director of the Company containing a confirmation confirming that they have no claims (whether statutorythe representations and warranties set out in Clauses 6.2.2 to 6.1.28 hereof remain true and accurate, contractual or otherwise) against the Company for compensation for loss of office or unpaid emoluments; (d) 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 undertakings set out in Clauses 7.1.1 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 transfers in respect of the Shares;7.

Completion. 4.1 Completion shall take place The sale and purchase of the Shares will be completed at the Company's offices on of the Completion Date.Vendors' Solicitors immediately after the execution of this Agreement when: 4.2 On Completion 7.1 the Vendor shall Vendors will produce and deliver to or, if the Purchaser: 7.1.1 duly executed transfers of the Shares in favour of the Purchaser shall so agree, make available together with all relevant share certificates (or in the case of any lost certificate an indemnity reasonably satisfactory to the Purchaser:-Purchaser in relation to it) and together also with such waivers and consents as the Purchaser may reasonably require to enable the Purchaser and its nominee(s) to be registered as the holders of the Shares; (a) 7.1.2 transfers of or declarations of trust over all shares in any Group Member not held in the agreed form relating to all name of the Shares and the Venture Loans Company or another Group Member duly executed in favour of the Purchaser before a Notary Public(or as it will direct) together with share certificates in respect of all the issued shares of each Group Member other than the Company (or in the case of any lost certificate an indemnity satisfactory to the Purchaser in relation to it); (b) the original of the transfer deed executed on 31 December 1998 before Spanish Notary Public Maria-Isabel Gabarro Miquel pu▇▇▇▇▇▇ ▇▇ ▇▇i▇▇ ▇he 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) 7.1.3 written resignations in the agreed terms duly executed as deeds of Mr John MacLean and Mr ▇▇▇▇▇▇ ▇▇from ▇▇ ▇▇▇▇ ▇▇▇▇▇ offi▇▇-Smith, Mr ▇▇▇▇▇▇▇▇ Street and Mr ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ as directors of each Group Member to which they have been appointed as directors, such resignations being in the agreed terms; 7.1.4 the certificate of incorporation, any certificate(s) of incorporation on change of name, the common seal and the statutory books and registers (all entered up to date) of each Group Member; 7.1.5 evidence reasonably satisfactory to the Purchaser that any additional or deferred consideration due by the Company under the ▇▇▇▇▇'▇ Acquisition Agreement has been paid in full; 7.1.6 all cheque books in current use of each Group Member; 7.1.7 bank statements in respect of each account of each Group Member as at the close of business on the day being 2 Business Days prior to Completion, together with a statement of outstanding cheques as at that date and drawn since that date but prior to Completion prepared by the Warrantors to show the position at Completion (listing unpresented cheques drawn or received by the relevant Group Member and standing orders payable since the date of such bank statements); 7.1.8 all mortgages or charges over the Shares or the assets (including in respect of assignments of keyman policies) of any Group Member (or any of them) duly vacated or (if the mortgages or charges also relate to other property) duly executed releases of the Shares or the assets of any Group Member (or any of them) from such mortgages or charges together with letters of non-crystallisation in relation to such charges, in each case in the agreed terms; 7.1.9 (on the part of Mr ▇▇▇▇▇▇▇▇ Street and Mr ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇) property (if any) of each Group Member which is in the possession or under their control other than board papers issued to them in their capacity as directors of the Company (but subject always to CLAUSE 6.2); 7.1.10 a deed of release, executed by all parties thereto of all obligations under the investment agreement entered into between, inter alia, certain of the Warrantors and the Company on 7 July 1997; 7.2 each Vendor will repay, and will procure that any spouse or child of such Vendor or any company ("controlled company") of which such Vendor (and/or any such spouse or child) has control (as defined in section 840 Income and Corporation Taxes Act 1988) will repay, all amounts owed by him, her or it to any Group Member, whether due for payment or not; 7.3 the Vendors will procure that duly convened meetings are held at which: 7.3.1 the transfers referred to in CLAUSE 7.1 (subject to stamping if not previously effected) are approved for registration in the books of the relevant Group Members; 7.3.2 persons nominated by the Purchaser are appointed as additional directors of specified Group Members (subject to any maximum number of directors imposed by the relevant articles of association), and any person nominated by the Purchaser is appointed as secretary of specified Group Members; and 7.3.3 the variation letters referred to in CLAUSE 7.4 are approved; 7.4 the Vendors will procure that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇r or secretary of ▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and the Company 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; (d) 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) enter into variation letters in the agreed terms of the Company approving the sale of the Shares and the Venture Loans:- (a) sanctioning for registration of the transfers in respect of their terms of employment with the SharesCompany and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall execute the stock option agreement referred to in CLAUSE 7.8; 7.5 the Purchaser will pay in accordance with CLAUSE 3 that part of the Consideration which is payable to the Vendors on Completion and as regards the Retention Fund the Purchaser and the Vendors shall take all such steps and give all such written instructions as are necessary or desirable to give effect to CLAUSE 3.3.3 and the provisions of SCHEDULE 6; 7.6 the Purchaser will allot and issue the Loan Notes, deliver to the relevant Vendors certificates for their respective entitlements of Loan Notes and enter their names in the register of holders of the Loan Notes and deliver a certified copy of the Loan Note Instrument, the Loan Note Guarantee and the board resolution approving the adoption of the Loan Note Instrument and the guarantee of and the creation of the Loan Notes; 7.7 the Purchaser will allot and issue the Further Loan Notes and will deliver to the relevant Vendors certificates for their respective entitlements of Further Loan Notes and will enter their names in the register of holders of the Further Loan Notes and deliver a certified copy of the Further Loan Notes Instrument, and the relevant board resolution; 7.8 the Purchaser shall deliver (and if not on Completion within 10 days of Completion) the stock option agreement in the agreed terms duly executed by the Guarantor granting to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ options over 25,000 common stock of par value US$0.01 in the capital of the Guarantor; and 7.9 the Purchaser shall make the Cash Collateral Deposit.

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 at the Company's offices on the Completion Date.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 time as the parties hereto may agree in writing) when all (but not part only) of the following business shall be transacted:- 4.2 On Completion (a) the Vendor Vendors shall deliver to or, if the Purchaser shall so agree, make available to the Purchaser:- (a1) transfers sold notes and instruments of transfer in the agreed form relating to all the respect of Sale Shares and the Venture Loans duly executed in favour by the Vendors and/or the registered holder of the Purchaser before a Notary PublicSale Shares; (b2) the original resignation letters of the transfer deed executed on 31 December 1998 before Spanish Notary Public Maria-Isabel Gabarro Miquel pu▇▇▇▇▇▇ ▇▇ ▇▇i▇▇ ▇he 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 John MacLean and Mr ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ offi, ▇▇▇▇ and ▇▇▇ ▇▇▇▇▇ ▇▇▇r or , ▇▇▇▇ as directors and ▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as secretary of the Company, confirming no claim against the Company for loss of office; (3) the 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, certificate of incorporation and copies of the memorandum and 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 consideration specified in Clause 4.l(b); (2) bought notes and instruments of transfer in respect of Sale Shares duly executed by the 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 undertaking duly executed by the 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 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 as directors and company secretary of the Company containing a confirmation that they have no claims (whether statutoryand acknowledge the resignation of ▇▇▇ ▇▇▇▇ ▇▇▇▇, contractual or otherwise) against the Company for compensation for loss of office or unpaid emoluments; (d) the Company's Memorandum ▇▇▇▇ and articles of association▇▇▇ ▇▇▇▇▇ ▇▇▇, Register of Minutes of meetings of shareholders ▇▇▇▇ as directors and directors▇▇▇ ▇▇▇▇▇ ▇▇▇, Register of agreements with sole shareholder, Shareholders Register, Companies House Certificate and cheque books ▇▇▇▇ as secretary of the Company;. 5.2 If the Purchaser fails to complete the purchase on the Completion Date (eunless such failure is due to the wilful default of the Vendors) or if the documents evidencing Purchaser fails to observe or comply with any of the Venture Loans, including any cancelled Loansconditions set out in the Proposed Sale or if the balance of the purchase price shall not be paid on the due date for payment thereof, 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 deposit referred to in clause 4.2(c) above) Clause 4.1 shall be absolutely forfeited by the Vendor Vendors as and for liquidated damages and not as penalty and the Vendors shall procure be at liberty, if the passing of board and/or shareholder resolutions (Vendors see fit, to rescind this Agreement and to retain the 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 case Vendors may bethink fit without notice to the Purchaser. 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 agreed terms Vendors. 5.3 In the event of the Company approving Vendors failing to complete the sale of in accordance with the Shares and terms hereof, the Venture Loans:- (a) sanctioning for registration of deposit paid by the transfers in respect of Purchaser to the Shares;Vendors pursuant to the provisions hereof shall be returned, without interest, to the Purchaser.

Completion. 4.1 5.1 Upon compliance with or fulfillment of all the conditions set out in Clause 3.2, Completion shall take place at the Company's offices of the Purchaser or such other place as the parties shall determine at 4:00 p.m. on the Completion DateDate when all the acts and requirements set out in this Clause 5 shall be complied with (except that any of such acts and requirements may be waived by the party not in default of its obligations hereunder, PROVIDED THAT such waiver shall not prejudice any of the rights which it or any other party may have under this Agreement). 4.2 On Completion 5.2 At Completion, the Vendor shall deliver or procure the delivery to or, if the Purchaser shall so agreeof all the following: (1) copy, make available certified by a director of the Company as true and complete and that the resolutions therein are subsisting and have not been amended or revoked as at the Completion Date, of the resolutions in such form to the Purchaser:-satisfaction of the Purchaser passed by the directors of the Company and its subsidiaries (as appropriate) approving the following matters: (ai) transfers in transfer of the agreed form relating Sale Shares to all the Shares Purchaser (or its nominee(s)) and the Venture Loans registration of such transfer subject to the relevant instrument of transfer being duly presented for registration; (ii) the appointments of up to three (3) nominees of the Purchaser as directors of the Company with effect from the Completion Date; (iii) the appointment of up to one (1) nominee of the Purchaser as director of each subsidiary of the Company with effect from the Completion Date; (iv) if so required by the Purchaser, accepting the resignation of the company secretary of the Company and the appointment of such person to the company secretary as the Purchaser may nominate by not less than three Business Days’ notice before Completion; (v) the revocation of all existing bank mandates of the Company and its subsidiaries and the appointment of such persons as the Purchaser may nominate for the operation of the Company’s and the subsidiaries’ bank accounts; and (vi) the entering into by the Company of and authorizing any one director thereof to execute the same on its behalf the Tax Indemnity; (2) valid share certificate(s) in respect of the Sale Shares; (3) duly executed instrument(s) of transfer of the Sale Shares in favour of the Purchaser before a Notary Public(or its nominee(s)); (b4) an application, in such form as the original Purchaser may reasonably prescribe, for the number of the transfer deed executed on 31 December 1998 before Spanish Notary Public Maria-Isabel Gabarro Miquel pu▇▇▇▇▇▇ ▇▇ ▇▇i▇▇ ▇he Vendor acquired the Consideration Shares together with the original of transfer deed executed on 25 February 1999 pursuant to which be issued and allotted to the Vendor acquired the Venture Loans and any reports (or documents lodged with any relevant Spanish foreign investment authority concerning the Venture Loansher nominee(s)); (c5) resignations in such other documents as may be required to give to the agreed terms duly executed as deeds of Mr John MacLean Purchaser good title to the Sale Shares and Mr ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ offi▇▇▇ ▇▇ ▇▇▇▇▇▇▇r to enable the Purchaser (or secretary of its nominee(s)) to become the Company containing a confirmation that they have no claims (whether statutory, contractual or otherwise) against the Company for compensation for loss of office or unpaid emolumentsregistered owner thereof; (d6) a certificate issued by each of the Vendor and the Guarantors confirming that she/he is not aware of any event which is in breach or inconsistent with any of the Vendor Warranties; (7) the Company's Memorandum Tax Indemnity duly executed by the Vendor, the Guarantors 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) 8) the documents evidencing Employment Agreements duly executed by the Venture Loans, including any cancelled Loans, Key Employees and the Investigation Permits and all Material AgreementsCompany; (f9) the Technical Data and Non-U.S. Shareholder Certificate duly executed by the contents of the Data RoomVendor (or her nominee(s)); (g10) 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(ci) above) the Vendor shall procure the passing of board and/or shareholder resolutions (as the case may be) in the agreed terms copies, certified by a director of the Company approving the sale as true and complete, of all statutory records and minute books (which shall be duly written up to date as at Completion) including an original copy of the Shares memorandum and the Venture Loans:- articles of association or other equivalent constitutional documents, certificate of incorporation and business registration certificates, business licence, governmental approval letters and certificates (aif any) sanctioning for registration and other statutory records of the transfers in respect of the Shareseach Group Company;

Completion. 4.1 Completion shall take place at the Company's offices registered office of the Seller (or at such other location as the Seller and Buyer agree) on the Completion DateDate immediately after the execution of this agreement. 4.2 On Completion Completion, the Vendor Seller shall deliver to or, if the Purchaser shall so agree, make available to the Purchaser:-Buyer at the Properties: (a) transfers in the agreed form relating to all the Shares Books and the Venture Loans duly executed in favour of the Purchaser before a Notary PublicRecords; (b) the original Loose Plant and shall deliver all other Assets hereby agreed to be sold, title to which can be transferred by delivery (and shall pass upon such delivery) and shall permit the Buyer to enter into and take possession of the Assets; and shall deliver to the Buyer: (c) where agreed as necessary between the parties, duly executed assignments or registered user agreements of the Business Intellectual Property in the Agreed Form; (d) where agreed as necessary between the parties, releases under seal or certificates of non-crystallisation of charge of any Encumbrances to which any of the Assets are subject duly executed by those entitled to the benefit thereof; (e) duly executed land registry transfers in the Agreed Form in respect of those parts of the Properties that consist of a registered title; (f) a duly executed land registry transfer deed executed on 31 December 1998 before Spanish Notary Public Maria-Isabel Gabarro Miquel pu▇▇▇of ▇▇▇ ▇▇ ▇▇i▇▇ ▇he 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 John MacLean and Mr ▇▇▇▇▇▇ ▇▇▇▇ ▇in the agreed form; (g) a duly executed deed of assignment in respect of the Leases in relation to which the provisions of clause 21.2 shall apply; (h) a duly signed Genzyme Side Letter and Agreed Credit Amount Side Letter; (i) all documents of title and certificates for the operation and use of, and all service documents within the possession of the Seller pertaining to, the Fixed Plant and the Loose Plant and make available Stock and stock records to the Buyer; (j) the Contracts and the books, accounts, reference lists of customers, credit reports, price lists, cost records, catalogues, advertising and all other documents, papers and records in the possession or under the control of the Seller relating to the Contracts duly written up to the Completion Date; (k) all such records (or copies if the originals have been properly retained) as are referred to in section 49 of the Value Added Tax ▇▇▇ ▇▇▇▇▇ offi▇▇▇ ▇▇ ▇▇▇▇▇▇▇r or secretary of the Company 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; (dl) 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 a copy of the Companyminutes of a meeting of the directors of the Seller in the Agreed Form authorising the execution by that party of this agreement and of any other documentation that may be necessary or desirable arising out of or in connection with this agreement or the transactions contemplated thereby and appointing the relevant signatory or signatories to sign this agreement and any such other documentation on its behalf; (em) originals and counterparts of the documents evidencing the Venture Loans, including any cancelled LoansSupply Agreement, the Investigation Permits Transitional Service Agreement, the Deed of Covenant and all Material Agreements; (f) the Technical Data and Agreement duly executed by the contents of the Data Room; (g) the Disclosure Letter duly signed for and on behalf of the VendorSeller; 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 transfers in respect of the Shares;

Completion. 4.1 Completion shall take place at the Company's offices on the Completion Date. 4.2 On Completion the Vendor shall deliver to or, if immediately following execution when all (but not part only unless the Purchaser and the Seller shall so agree, make available ) of the following business shall be transacted: 5.1 completion of the PTT and Talidan Agreements; 5.2 the Seller shall deliver (in the manner agreed between the parties) to the Purchaser:-Purchaser (to the extent not delivered prior thereto): (a) transfers in relation to the Sale Shares duly executed and completed in favour of the Purchaser 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 Board of Directors of the Seller authorizing the sale of the Sale Shares held by the Seller and the execution of transfers in respect of them; (b) legal opinions in respect of the Companies in the agreed form form; (c) service agreements in the agreed form; (d) copies of the completion documentation relating to all Tiller's acquisition of PTT and Talidan, including evidence of the Shares appointment of the Carnegie nominated director for each of those companies; and (e) a duly executed copy of the Service Agreement. 5.3 The Purchaser shall: (a) issue the Consideration Securities to the Seller (and the Venture Loans to its permitted assignees) in accordance with clauses 4. 1 (a) and 4. 1 (b) and certificates in respect of those Consideration Securities duly executed in favour of the Seller (or as it shall direct) and certified copy of the minutes of the board of directors of the Purchaser before a Notary Publicauthorizing the acquisition of the Sale Shares and the issue of the Consideration Securities and approving those further matters noted at clause 5.2(b) below provided in consideration of the Sale Shares; (b) deliver to the Seller duly executed original copies of each of the transfer deed executed on 31 December 1998 before Spanish Notary Public Maria-Isabel Gabarro Miquel pu▇▇▇▇▇▇ ▇▇ ▇▇following: (i▇▇ ▇he Vendor acquired ) the Shares together with Warrants in the original of transfer deed executed on 25 February 1999 agreed. form pursuant to which clause 4.1(b)(ii); (ii) the Vendor acquired Option Agreement in the Venture Loans and any reports or documents lodged with any relevant Spanish foreign investment authority concerning agreed form pursuant to clause 4.1 (b)(iii); and (iii) a duly executed copy of the Venture LoansService Agreement; (c) resignations in cause the agreed terms duly executed as deeds transfers of Mr John MacLean and Mr ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ offi▇▇▇ ▇▇ ▇▇▇▇▇▇▇r or secretary Carnegie Shares by the Seller to any of the Company containing a confirmation that sellers under each of the PTT Agreement or the Talidan Agreement (or as they shall direct) and as have no claims otherwise been agreed by the Purchaser to be resolved to be registered (whether statutorysubject only, contractual or otherwise) against the Company for compensation for loss of office or unpaid emoluments;where applicable, to their being duly stamped); and (d) pay to the Company's Memorandum Seller (and articles its assignees) an amount equal to one half of associationany required stamp duty, Register stamp duty reserve tax or other taxes payable by the Seller (and its assignees) as a result of Minutes of meetings of shareholders its acquisition and directors, Register of agreements with sole shareholder, Shareholders Register, Companies House Certificate and cheque books disposal of the Company; (e) PTT Shares and/or the documents evidencing the Venture Loans, including any cancelled Loans, the Investigation Permits Talidan Shares and all Material Agreements; (f) the Technical Data and the contents as a result of the Data Room; (g) the Disclosure Letter duly signed for and on behalf acquisition of the Vendor; and 4.3 At or prior to Completion (and prior to Sale Shares by 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 transfers in respect of the Shares;Purchaser.

Completion. 4.1 Subject to the other terms and conditions of this Agreement, Completion shall take place as soon as reasonably practicable and not later than two Business Days after satisfaction of the Offer Conditions. Completion shall take place at the Companyoffices of the Buyer's offices on Solicitors or any other time and location agreed by the Completion DateWarrantors' Solicitors and the Buyer's Solicitors and 3i Group plc and AII Holding Corporation. 4.2 On At Completion the Vendor Sellers shall (in so far as they are respectively able using board and shareholder voting powers at their disposal) deliver to or, if or procure delivery of the Purchaser shall so agree, make available following (where appropriate as agent for the Company or the Subsidiaries) to the Purchaser:-Buyer: (a) transfers in the agreed form relating to all respect of the Shares and held by or for each of the Venture Loans Sellers, duly executed by the registered holders thereof in favour of the Purchaser before a Notary PublicBuyer or as it may direct; (b) certificates for the original Shares held by the each of the transfer deed executed on 31 December 1998 before Spanish Notary Public Maria-Isabel Gabarro Miquel pu▇▇▇▇▇▇ ▇▇ ▇▇i▇▇ ▇he Vendor acquired Sellers and any other documents which may be required to give good title to the Shares together with and to enable the original Buyer to procure registration of transfer deed executed on 25 February 1999 pursuant to which the Vendor acquired the Venture Loans and any reports same in its name or documents lodged with any relevant Spanish foreign investment authority concerning the Venture Loansas it may direct; (c) resignations in the agreed terms Escrow Agreement duly executed as deeds by the Warrantors; (d) the resignations under seal of Mr John MacLean and Mr ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ offi▇▇▇ ▇each of the Directors (other than Davi▇ ▇▇▇▇▇) ▇▇r or secretary ▇ each of the Company containing a confirmation that they have no claims (whether statutory, contractual or otherwise) against Companies in the Company for compensation for loss of office or unpaid emoluments; (d) 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 Companyagreed form; (e) acknowledgements and waivers in the documents evidencing agreed form from each of the Venture LoansSellers and the Companies confirming that at and immediately after Completion nothing is owing nor is there any outstanding claims between any of the Companies on the one hand and any of the Sellers on the other and, including any cancelled Loansto the extent that there are possible claims by the Sellers, the Investigation Permits and all Material Agreementsthat these are waived; (f) statements drawn up to the Technical Data and preceding day relating to the contents of the Data RoomCompany's bank accounts; (g) the Disclosure Letter duly signed for and on behalf in relation to each of the Vendor; andCompanies, certificates of incorporation, certificates of incorporation on change of name (if applicable), common seals, statutory registers, minute books, share certificate books, books of account and all other books (all duly written up to date); 4.3 At or prior to Completion (h) all title deeds 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) documents in the agreed terms form relating to the Properties; (i) certificates for all shares in the Subsidiaries and duly executed transfers in favour of the Company approving or as the sale Buyer shall direct (to be delivered in the same manner as the Shares) of all such shares not registered in the Company's name; (j) all waivers and consents in the agreed form signed by all members of the Companies to enable the Buyer (or its nominee) to be registered as the holder of the Shares and the Venture Loans:- (a) sanctioning for registration each of the transfers Sellers hereby irrevocably waiving all and any rights of pre-emption to which it may be entitled under any articles of association, agreement, law or otherwise in respect of the transfer of the Shares); (k) a release, discharge and reassignment in the agreed form of all and any fixed or floating charges and other securities over the Properties or any other assets of each of the Companies; (l) any power of attorney under which any document required to be delivered under this clause 4.2 has been executed; (m) certified copies of resolutions of the Company in the agreed form, passed pursuant to the Offer Conditions and (n) Affiliates Agreements duly executed by parties thereto.

Completion. 4.1 9.1 Completion shall take place at the Company's offices on the Completion Date. 4.2 On 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 Maria-Isabel Gabarro Miquel pu▇▇▇▇▇▇ ▇▇ ▇▇i▇▇ ▇he 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 John MacLean and Mr ▇Wikborg Rein Advokatfirma AS. at Dronning ▇▇▇▇▇ ▇▇▇▇ ▇▇, ▇▇ ▇▇▇, ▇▇▇▇▇▇ offi▇▇▇ ▇▇ ▇▇▇▇▇▇▇r or secretary within ten Business Days after the Completion Conditions are satisfied. 9.2 At Completion in order to effect the NewCo Assets Transfer, the Seller shall immediately (and shall provide documentation to the Buyer evidencing that such steps have been taken to the satisfaction of the Company 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;Buyer): (da) take the Company's Memorandum steps set out in the NewCo Transfer Implementation Plan required in relation to NewCo Assets Transfer; and (b) procure that NewCo, as consideration for the 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 articles of associationas soon as practically possible following the NewCo Assets Transfer having occurred in accordance with clause 9.2, Register of Minutes of meetings of shareholders and directorsin order to effect the Shares Transfer, Register of agreements with sole shareholder, Shareholders Register, Companies House Certificate and cheque books the Seller shall: (a) deliver to the Buyer evidence of the Company; (e) authority of the individual executing the documents evidencing the Venture Loans, including any cancelled Loans, the Investigation Permits to be executed and all Material Agreements; (f) the Technical Data and the contents of the Data Room; (g) the Disclosure Letter duly signed delivered for and on behalf of the VendorSeller at Completion; (b) deliver to the Buyer a copy of duly signed minutes from a board meeting in NewCo approving: (i) the registration of the transfer of the Shares to the Buyer; and 4.3 At or prior to Completion (and prior to the taking effect ii) acceptance of the resignations of the directors referred to in clause 4.2(c9.3 (g) aboveand the appointment of such persons nominated by the Buyer as directors of the NewCo with effect from Completion. (c) deliver to the Vendor shall Buyer a stock transfer form for the Shares executed by the Seller; (d) deliver to the Buyer the share certificate for the Shares or an indemnity, in agreed form, for any lost certificates; (e) procure that the passing Shares are transferred to the Buyer, free and clear of board and/or any Encumbrances; (f) deliver to the Buyer a copy of the NewCo’s shareholder resolutions (register showing that the Buyer has been registered 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 transfers in respect 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 board at such time.

Completion. 4.1 4A.1 Subject to the satisfaction of the Conditions, Completion shall take place at the Company's offices on the Completion DateDate at such place as may be agreed between the Parties when all the acts and requirements set out in Clauses 4A.2 to 4A.4 shall be complied with. 4.2 On Completion the 4A.2 The Vendor shall deliver to or, if the Purchaser shall so agree, make available to all the Purchaser:-following: (a1) transfers standard transfer forms and sold notes in respect of the agreed form relating to all the Sale Shares and the Venture Loans duly executed by the Vendor in favour of the Purchaser accompanied by the relevant original share certificates in the name of the Vendor (unless the share certificates issued in the name of the Vendor have been deposited with the Purchaser before a Notary PublicCompletion under Clause 4A.7); (b2) the original copy, certified as true and complete by a director of the transfer deed executed Vendor, of resolutions of its board of directors approving 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 31 December 1998 before Spanish Notary Public Maria-Isabel Gabarro Miquel pu▇▇▇▇▇▇ ▇▇ ▇▇i▇▇ ▇he 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 Loansits behalf; (c3) resignations a banker’s draft drawn in the agreed terms duly executed as deeds favour of Mr John MacLean and Mr ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ offi▇▇▇ ▇▇ ▇▇▇▇▇▇▇r or secretary The Government of the Company containing a confirmation that they have no claims (whether statutory, contractual or otherwise) against Hong Kong Special Administrative Region for the Company sum equivalent to the Vendor’s share of stamp duty for compensation for loss of office or unpaid emoluments;the Sale Shares; and (d4) the Company's Memorandum a copy, certified true 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 complete by a director of the Company; (e) AMTD Buyer, of resolutions of the documents evidencing board of directors of the Venture Loans, including any cancelled Loans, the Investigation Permits AMTD Buyer approving this Agreement and all Material Agreements; other transactions contemplated under this Agreement and authorising a person or persons to execute the same and all other documents relating or incidental thereto (funder seal where appropriate) the Technical Data and the contents of the Data Room; (g) the Disclosure Letter duly signed for and on behalf of the Vendor; andAMTD Buyer. 4.3 At or prior to Completion (and prior 4A.3 The Purchaser shall deliver 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:-Vendor: (a1) sanctioning for registration of the transfers standard transfer form and 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 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 same 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. 4A.6 In the event that the Vendor, the Purchaser or the AMTD Seller shall without reasonable ground fail to do anything required to be done by it under Clause 4A.2 (for the Vendor), Clause 4A.3 (for the Purchaser) or Clause 4A.4 (for the AMTD Seller), without prejudice to any other 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 7.1 Subject to the due satisfaction or waiver of the condition contained in clause 2.1 and the Purchaser not having elected to rescind this Agreement pursuant to the provisions of clauses 3.1 or 6 and the provisions of this clause, Completion shall take place at the Companyoffices of the Purchaser's offices Solicitors on the Completion DateDate or at such other place and/or on such other date as may be agreed between the parties. 4.2 7.2 On Completion the Vendor shall deliver Purchaser will procure that the Seller and the Transferring Shareholder are released and discharged absolutely from their obligations, covenants and undertakings to or, if The Royal Bank of Scotland plc and the Purchaser shall so agree, make available under the Principal Deed and First Amendment Deed pursuant to the Purchaser:-terms of the Deed of Release with effect from Completion and will indemnify and keep the Seller and the Transferring Shareholder indemnified from any obligations, covenants and undertakings under the Principal Deed and First Amendment Deed with effect from Completion. 7.3 On Completion the Seller shall, subject to compliance by the Purchaser of its obligations under this Agreement (including specifically, its obligations under clause 7.2), cause to be delivered to the Purchaser: (a) duly executed transfers in of the agreed form relating to all the Autocar Shares and the Venture Loans duly executed Ansa Shares by the registered holders thereof in favour of the Purchaser before a Notary Public(or as it may direct), together with the share certificate relating to such shares; (b) the original a certified copy of the transfer deed executed on 31 December 1998 before Spanish Notary Public Maria-Isabel Gabarro Miquel pu▇▇▇▇▇▇ ▇▇ ▇▇i▇▇ ▇he Vendor acquired minutes of the Shares together with board of directors of the original Seller authorising the execution by the Seller of transfer deed executed on 25 February 1999 pursuant to which the Vendor acquired the Venture Loans this Agreement and any reports or associated documents lodged with any relevant Spanish foreign investment authority concerning required to complete and fulfil the Venture Loanstransactions contemplated by this Agreement; (c) written resignations (with effect from Completion) of each director appointed by the Transferring Shareholder to each of Ansa and Autocar, resigning from their respective offices and employments with each of Ansa and Autocar, in each case executed as deeds in the agreed terms terms; and (d) irrevocable powers of attorney in the agreed form executed by each of the holders of the Ansa Shares and Autocar Shares in favour of the Purchaser appointing the Purchaser to be its lawful attorney in respect of the Target Shares. 7.4 On Completion, the Purchaser shall cause to be delivered to the Seller a certified copy of the minutes of the board of directors of the Purchaser, authorising the execution by the Purchaser of this Agreement and any associated documents required to complete and fulfil the transactions contemplated by this Agreement. 7.5 On Completion the Seller and the Purchaser shall cause a Board Meeting of Ansa and Autocar to be duly convened and held at which: (a) the said transfers of the Ansa Shares and Autocar Shares shall be approved for registration (subject only to the transfers being duly stamped at the cost of the Purchaser); and (b) acceptance of the resignations of each director or officer appointed by the Transferring Shareholder to each Target Company. 7.6 On Completion the parties shall co-operate with the execution of a notarial deed of transfer of the Target Shares in VLC in the agreed form, executed as deeds of before Mr John MacLean and Mr ▇▇▇P H N Quist or any other duly appointed civil notary in Amsterdam, ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ offi▇▇▇ ▇▇ ▇▇▇▇▇▇▇r or secretary etherlands. 7.7 On Completion the Purchaser shall, subject to compliance by the Seller with its obligations under this Agreement, pay the sum of US$20,560,001 (in immediately available cleared funds) into the Seller's Solicitors client account in full satisfaction of the Company containing consideration payable to the Seller for the Target Shares and the receipt by the Seller's Solicitors of such sum shall be a confirmation full discharge to the Purchaser of its obligations to pay the consideration thereunder. 7.8 At Completion, the obligations of the parties under the Tax Covenant shall take effect. (a) Other than in respect of any rights arising under or in connection with this Agreement or under the Confidentiality Agreement or any of the agreed form documents: (i) the Seller (on behalf of itself and all members of the Allied Group) undertakes to the Purchaser (for itself and on behalf of the AutoLogic Group) that they have as at the date hereof neither it nor any member of the Allied Group has any Claims against any member of the AutoLogic Group and to the extent that there are any such Claims as at the date hereof, the Seller (on behalf of itself and all members of the Allied Group) hereby waives all such Claims; and (ii) the Purchaser (on behalf of itself and all members of the AutoLogic Group) undertakes to the Seller (for itself and on behalf of the Allied Group) that as at the date hereof neither it nor any member of the AutoLogic Group has any claims against any member of the Allied Group and to the extent there are any such Claims as at Completion, the Purchaser (on behalf of itself and all members of the AutoLogic Group) hereby waives all such Claims. (b) Without prejudice to clause 11, to the extent that there are any Assets owned or controlled by the Seller or any member of the Allied Group after Completion, then the Seller will execute and deliver or will procure the execution and delivery of all such deeds of transfer (for nominal consideration) and releases in favour of the Target Companies as the Purchaser may reasonably require. (c) The Seller undertakes that it will not and procure that no claims (whether statutory, contractual or otherwise) member of the Allied Group will make any claim after Completion against the Purchaser or the Target Companies in respect of any intellectual property or intellectual property rights owned or controlled by the Seller or any member of the Allied Group which were used in the businesses of any of the Target Companies prior to Completion. 7.10 The Seller (for itself and on behalf of each member of the Allied Group) acknowledges receipt of the Pre-Sale Dividend and agrees that none of the Target Companies shall have any liability whatsoever to the Seller or any member of the Allied Group in relation to any further payments in respect of the Pre-Sale Dividend. 7.11 The Purchaser acknowledges with effect from the Effective Acquisition Date, that no member of the Allied Group shall have any obligation or liability in respect of any obligation of or relating to any Target Company in relation to the following: (a) to Ford Motor Company for compensation for loss restructuring costs; (b) any capital expenditure to be incurred by the Target Companies; (c) any requirement to fund management incentive arrangements to any employees or consultants of office the Target Companies; and (d) any obligation to fund trading losses of any Target Companies. 7.12 Notwithstanding any other provision of this Agreement, (a) it is acknowledged by the parties to this Agreement that the VLC Shares to be transferred to the Purchaser pursuant to this Agreement are subject to pre-emption provisions contained in VLC's articles of association; (b) if waivers of pre-emption or unpaid emolumentsconsents to the transfer of all of the VLC Shares to the Purchaser from each of the current shareholders of VLC (other than the Purchaser) are not obtained on or before the Completion Date, then the Seller will procure the issue of an effective transfer notice in accordance with the provisions of the articles of association of VLC by the Transferring Shareholder in respect of the VLC Shares on or before Completion and the Seller undertakes that it shall not withdraw or amend such transfer notice once it has been given; (c) the Purchaser shall purchase at the earliest time permitted by the articles of association of VLC that number of shares in VLC which it is entitled so to purchase in accordance with the VLC articles of association; (d) following the Companycompletion of any pre-emption offers pursuant to VLC's Memorandum and articles of association, Register association the Seller will sell to the Purchaser and the Purchaser will purchase any remaining VLC shares not taken up by other existing shareholders of Minutes of meetings of shareholders VLC pursuant to the pre-emption offers and directors, Register of agreements with sole shareholder, Shareholders Register, Companies House Certificate and cheque books of the Companyconsideration paid pursuant to clause 4.1(c) shall be deemed to include the consideration for any VLC shares purchased pursuant to this clause; (e) the documents evidencing Purchaser agrees that the Venture LoansSeller shall be under no obligation to transfer to it any of the VLC Shares, including which are transferred to any cancelled Loans, of VLC's other existing shareholders on acceptance of the Investigation Permits and all Material Agreementspre-emption offers pursuant to the pre-emption provisions in VLC's articles of association; (f) to the Technical Data and extent that any VLC shares are transferred to any other shareholder in VLC in accordance with the contents foregoing provisions of this Clause, the Purchaser shall have no claim against the Seller or any member of the Data RoomAllied Group in respect of such VLC Shares or the failure of the Seller to procure the transfer thereof to the Purchaser; (g) the Disclosure Letter duly signed for and on behalf Purchaser acknowledges that if waivers of pre-emption rights or consents to the transfer of the VendorVLC Shares to the Purchaser from each of the current shareholders of VLC are not obtained on or before the Completion Date, it shall remain obliged to complete the purchase of the Ansa Shares and Autocar Shares in accordance with this Agreement and shall not be entitled to rescind this Agreement without any liability of any kind on its part; and 4.3 At or prior to Completion (and prior h) the Seller undertakes to the taking effect of the resignations of the directors referred to Purchaser that in clause 4.2(c) above) the Vendor shall any event it will procure the passing transfer to the Purchaser of board and/or shareholder resolutions (as the case may be) not less than 14,745 ordinary shares in the agreed terms of the Company approving the sale of the Shares and the Venture Loans:- (a) sanctioning for registration of the transfers in respect of the Shares;VLC on or before 26 March 2001.

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 at the Company's offices on the Completion Date.Date at the offices of 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 On Completion (i) the Vendor Vendors shall (so far as it is within their respective powers and capacities so to do) deliver or cause to or, if the Purchaser shall so agree, make available be delivered to the Purchaser:- (a) transfers in the agreed form relating to all the Shares and the Venture Loans duly executed in favour certified true copies of the Purchaser before a Notary Publicdocuments referred to in Clauses 2(A) (vi) to (ix); (b) the original Deed of Indemnity duly executed by each of the transfer deed executed on 31 December 1998 before Spanish Notary Public Maria-Isabel Gabarro Miquel pu▇▇▇▇▇▇ ▇▇ ▇▇i▇▇ ▇he 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 LoansVendors; (c) resignations in evidence to the agreed terms duly executed as deeds of Mr John MacLean and Mr ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ offi▇▇▇ ▇▇ ▇▇▇▇▇▇▇r or secretary satisfaction of the Company containing a confirmation Purchaser that they have no claims (whether statutory, contractual or otherwise) against the Company for compensation for loss term of office or unpaid emolumentsthe Joint Venture Contract has been validly extended from 20 years to 31 years; (d) certified true copies of such legal opinions to the Company's Memorandum satisfaction of the Purchaser (in form and articles of association, Register of Minutes of meetings of shareholders substance) as the Purchaser may request; (ii) the Vendors (so far as it is within their respective powers and directors, Register of agreements capacities so to do) shall procure that with sole shareholder, Shareholders Register, Companies House Certificate and cheque books effect from Completion: (a) 5 persons nominated by the Purchaser be appointed as new directors of the Company; (eb) the documents evidencing General Manager, Chief Accountant, and such other managerial personnel as nominated by the Venture Loans, including any cancelled Loans, Purchaser be appointed by the Investigation Permits and all Material Agreementsboard of directors of the Company in accordance with the meeting rules of the Company; (fc) the Technical Data and the contents resignation of such number of directors of the Data RoomCompany 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 may request; (giii) the Disclosure Letter duly signed for Vendors shall (so far as it is within their respective powers and on behalf capacities so to do) produce evidence to the satisfaction of the VendorPurchaser 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 terminated with effect from the Completion Date by mutual agreement between the respective parties thereto without liability on the part of the Company ; (iv) 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 written confirmation that the Vendors are not aware of any matter or thing which is in breach of any of the Warranties when they take effect on Completion; (vi) the Vendors shall deliver such other documents to the Purchaser as may be required to give the Purchaser good title to the Sale Capital and to enable the Purchaser or its nominees to become the owner thereof; and 4.3 At (vii) the Purchaser shall procure that the Purchaser's Solicitors shall pay to each of the Vendors the Initial Consideration in cash or prior to Completion (in the manner as the Vendors and the Purchaser shall have agreed and as the Purchaser shall have been notified in writing at least two Business Days prior to the taking effect Completion Date, such notification shall in any event be binding on each of the resignations Vendors. (B) The Purchaser shall not be obliged to complete this Agreement or perform any obligations hereunder unless the 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 directors referred essence as regards the deferred Completion and if Completion is not effected on such deferred date, the Purchaser may rescind this Agreement; or (ii) proceed to in clause 4.2(cCompletion so far as practicable (but without prejudice to the Purchaser's rights hereunder) above) the Vendor shall procure the passing of board and/or shareholder resolutions (insofar 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 transfers in respect of the Shares;Vendors shall not have complied with their obligations hereunder; or

Completion. 4.1 SUBJECT to the provisions of this Agreement Completion shall take place at the offices of the Purchaser's Solicitors immediately following exchange of this Agreement when and where:- 4.1 the Vendors will deliver or procure the delivery (where appropriate as agent for the Company's offices on the Completion Date. 4.2 On Completion the Vendor shall deliver ) to or, if the Purchaser shall so agree, make available to the Purchaser:-of:- (a) transfers in the agreed form relating to all the Shares and the Venture Loans duly executed transfers of the Sale Shares in favour of the Purchaser before a Notary Publicor 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; (b) the original letters of the transfer deed executed on 31 December 1998 before Spanish Notary Public Maria-Isabel Gabarro Miquel pu▇▇▇▇▇▇ ▇▇ ▇▇i▇▇ ▇he 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 resignation in the agreed terms duly Agreed Form executed as deeds of Mr John MacLean and Mr ▇▇▇▇▇a Deed from ▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ offi▇▇▇ ▇▇ ▇▇▇▇▇▇, N E V Martensson, P E N Martensson, P A ▇r or secretary ▇▇▇▇▇ and S Acland as Directors incorporating in each case an acknowledgement that he has no claim whatsoever against the Company; (c) acknowledgements in the Agreed Form executed as a Deed by each of the Company containing a confirmation Vendors confirming that they have no claims (whether statutory, contractual or otherwise) claim against the Company for compensation for loss 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 office or unpaid emolumentsany ongoing obligations in relation to that office; (d) powers of attorney in 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 Agreed Form executed by each of the CompanyVendors in favour of the Purchaser empowering the Purchaser to exercise the Vendors' rights as shareholders of the Company during the period prior to the stamping and registration of the transfers referred to in paragraph (a) above; (e) the documents evidencing the Venture Loans, including any cancelled Loans, the Investigation Permits and all Material duly executed Cancellation Agreements; (f) the Technical Data 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 contents common seal and certificate of incorporation thereof together with up-to-date prints of the Data Roommemorandum and articles of association and the share certificate book together with all unissued or cancelled share certificates of the Company; (gb) 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 Disclosure Letter duly signed for bank cheque books and on behalf paying-in books of the Vendor; and 4.3 At 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 prior to Completion (and prior to the taking effect Employees of the resignations 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 directors Company in the Agreed Form (i) regarding the acceptance of the resignation from office of those persons referred to in clause 4.2(c4.1.(b) above; (ii) approving (subject only to proper stamping) the Vendor shall procure transfers of the passing Sale Shares; (iii) approving the registration of board and/or shareholder resolutions (the Purchaser or its nominees as the case may be) in the agreed terms members of the Company approving subject to the sale production of duly stamped and completed stock transfer forms; (iv) amending all relevant bank mandates in accordance with the Shares and Purchaser's instructions; 4.3 Subject to the Venture Loans:-above the Purchaser will:- (a) sanctioning procure the delivery by way of telegraphic transfer to the Vendors' Solicitors for registration the account of the transfers in respect Vendors of the Shares;aggregate amount of the Cash Consideration (the Vendors' Solicitors are authorised by the Vendors to receive payment of the Cash Consideration on the Vendors' behalf and the receipt by the 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 relevant Vendors; and (c) deliver to the 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 Vendors of the aggregate amount of the cash entitlement (net of tax) of the Optionholders.

Completion. 4.1 5.1 Completion of the sale and purchase of the Shares shall take place at the Company's offices on the Completion Date. 4.2 On Completion Date at 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 offices of the Purchaser before a Notary Public; (b) the original of the transfer deed executed on 31 December 1998 before Spanish Notary Public Maria-Isabel Gabarro Miquel pu▇▇▇▇▇▇ ▇▇ ▇▇i▇▇ ▇he Vendor acquired when: 5.1.1 the Seller shall deliver or procure to be delivered to the Purchaser: (a) a duly executed transfer of the Shares together with in favour of the original Purchaser accompanied by a share certificate (or an express indemnity in a form reasonably satisfactory to the Purchaser in the case of transfer deed executed on 25 February 1999 pursuant any certificate found to which be missing); (b) the Vendor acquired the Venture Loans certificate of incorporation (and any reports or documents lodged with any relevant Spanish foreign investment authority concerning certificate on a change of name), the Venture Loansmemorandum and articles of association (containing copies of all such resolutions and amendments as are referred to in section 380 Companies Act) of the Company and the registers and books required by the Companies Act to be kept by it, all of which shall be written up to date immediately prior to Completion; (c) written resignations in the agreed terms duly and releases executed as deeds of Mr John MacLean and Mr in the Agreed Form from ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ offi(directors) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇r or secretary of ▇ (secretary) resigning their offices and releasing the Company containing a confirmation that they have no from all claims (whether statutory, contractual or otherwise) against the Company for compensation for loss and rights of office or unpaid emolumentsaction; (d) a certificate from 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 bank at which the Company maintains its account of the Companyamount standing to the credit of its account at the close of business on the Business Day preceding Completion together with a list of all unpresented cheques and uncleared lodgements which upon presentation or clearance would be debited or credited to such accounts; (e) certificates from Lloyd’s showing the documents evidencing amount of the Venture Loans, including any cancelled Loans, the Investigation Permits and all Material AgreementsCompany’s Funds at Lloyd’s to be on or around £6,200,000; (f) the Technical Data and the contents a duly executed counterpart of the Data RoomTaxation Deed; (g) evidence to the Disclosure Letter duly signed for and satisfaction of the Purchaser that any person executing this agreement or any document to be executed pursuant to it on behalf of the VendorSeller has authority to do so; (h) a letter executed as a deed in the Agreed Form from the Seller confirming and warranting to the Purchaser the details of the PXRE FAL as at Completion; and 4.3 At or prior to Completion (and prior to the taking effect i) a proforma balance sheet of the resignations Company in the Agreed Form as at the Completion Date. 5.1.2 the Seller shall procure that a Board Meeting of the directors Company will be held which will transact the matters 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 minutes of the Company approving in the sale Agreed Form and will procure that a written resolution is passed pursuant to which the name of the Shares and Company is changed with effect from Completion to “Chaucer Corporate Capital (No. 2) Limited”; 5.1.3 the Venture Loans:- (a) sanctioning for registration Purchaser shall deliver or procure to be delivered to the Seller evidence to the satisfaction of the transfers in respect Seller that any person executing this agreement or any document to be executed pursuant to it on behalf of the SharesPurchaser has authority to do so; 5.1.4 the Purchaser shall provide copies of any requisite Lloyd’s consents including, but not limited to the change of control of the Company; and 5.1.5 the Purchaser shall pay the Purchase Price to the Seller. 5.2 If the Seller or the Purchaser (the “Affected Party”) fails or is unable to comply with any of its obligations under the preceding provisions of clause 5.1 on the Completion Date then the other (the “Unaffected Party”) may: 5.2.1 defer Completion to a date not more than 28 days after that date (in which case the provisions of this clause 5.2 shall apply to Completion as so deferred); or 5.2.2 proceed to Completion so far as practicable but without prejudice to the Unaffected Party’s rights where the Affected Party has not complied with its obligations under this Agreement; or

Completion. 4.1 8.1 Subject to clause 5, Completion shall will take place at the Company's offices of the Seller’s Solicitors on the Completion Date.Date (or such other place as the parties may agree), when the following will take place: 4.2 On Completion 8.1.1 the Vendor shall deliver Seller will deliver, or procure delivery, (in the case of items (a) to or, if (d) below at the Purchaser shall so agree, make available Property) to the Purchaser:-Buyer of: (a) transfers in the agreed form relating to all the Shares Assets capable of passing by delivery (and the Venture Loans duly executed in favour of the Purchaser before a Notary Publictitle to those assets will pass by delivery); (b) all documents of title and certificates it may hold exclusively relating to the original of lawful operation and use of, and all service documents pertaining to the transfer deed executed on 31 December 1998 before Spanish Notary Public Maria-Isabel Gabarro Miquel pu▇▇▇▇▇▇ ▇▇ ▇▇i▇▇ ▇he Vendor acquired Plant, and 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 LoansStock; (c) resignations in all documents of title, certificates, deeds, licences, agreements and other documents it may hold exclusively relating to the agreed terms duly executed as deeds of Mr John MacLean Business Intellectual Property (including any correspondence with the patent and Mr ▇▇▇trade m▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ offi▇▇▇ ▇▇ ▇▇▇▇▇▇▇r or secretary of agents relating to any registered Business Intellectual Property and all registration certificates therefor) and all manuals, drawings, plans, documents and other materials and media it may hold on which the Company containing a confirmation that they have no claims (whether statutory, contractual or otherwise) against the Company for compensation for loss of office or unpaid emolumentsBusiness Information is exclusively recorded; (d) 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 Business Contracts to the Companyextent they are written; (e) the documents evidencing duly executed HBoS Release in the Venture Loans, including any cancelled Loans, the Investigation Permits and all Material Agreementsagreed form; (f) the Technical Data and Licence duly executed by the contents of the Data RoomSeller; (g) duly executed board minutes and written resolution evidencing the Disclosure Letter change of name of McMurdo Limited, McMurdo Marine Limited, McMurdo Lights Limited and Nova Marine Systems Limited; (h) the NAV 7 Licence duly executed by the Seller; (i) the Trade M▇▇▇ Assignment duly executed by the Seller; (j) the Transitional Services Agreement duly signed for and on behalf of by the VendorSeller; and 4.3 At (k) the Patent Assignment duly executed by the Seller 8.1.2 against compliance by the Seller with its obligations under clause 8. 1.1 the Buyer will: (a) deliver, or prior to Completion (and prior procure delivery, to the taking effect Seller of: (i) the Licence duly executed by the Buyer; (ii) the NAV 7 Licence duly executed by the Seller; (iii) the Trade M▇▇▇ Assignment duly executed by the Seller; and (iv) the Patent Assignment duly executed by the Seller; (v) the Transitional Services Agreement duly signed by the Buyer; (b) pay £2,792,020 of the resignations Initial Price by electronic transfer to the Seller’s Solicitors Account and the Seller’s Solicitors are hereby authorised to receive the same and whose receipt will be an absolute discharge of the directors referred Buyer; and (c) pay the Retention by electronic transfer to the Retention Account. 8.2 The Buyer will not be obliged to complete the purchase of any of the Assets unless the purchase of all the Assets is completed in accordance with this Agreement. 8.3 At Completion the Seller and the Buyer shall sign the Escrow Letter and procure that the Escrow Agents sign and deliver the Retention Account Opening Form and the Mandate Letter to the Escrow Bank. 8.4 The Buyer may, in its absolute discretion, waive any requirement contained in clause 4.2(c) above) 8. 1.1. The Seller may, in its absolute discretion, waive any requirement contained in clause 8.1. 8.5 If any of the Vendor shall procure provisions obligations set out in clause 8.1 are not fully complied with on the passing of board and/or shareholder resolutions Completion Date by the Buyer or the Seller (as the case may be) (the “Party in Default”) the agreed terms of Party to whom the Company approving relevant obligation is owed may, on one or more occasions, by written notice to the sale of Party in Default 8.5.1 defer Completion to a date not more than 10 Business Days following the Shares intended Completion Date or the next following intended Completion Date if Completion has already been deferred under this Clause (and the Venture Loans:-provisions of Clause 8 apart from this Clause 8.5 will apply to the deferred Completion); or 8.5.2 proceed to Completion so far as practicable (a) sanctioning for registration of the transfers in respect of the Shares;without prejudice to its rights under this Agreement); or

Completion. 4.1 3.1 Completion shall take place at the Company's offices on of Mourant du Feu & Jeune, 22 Grenville Street, St Helier, Jersey immediately after the Completion Dateexecution of this agreement. 4.2 3.2 On Completion the Vendor Vendors shall deliver to, or procure the delivery to or, if the Purchaser shall so agree, make available to the Purchaser:-of:- (a) transfers in the agreed common form relating to all the Shares and the Venture Loans duly executed in favour of the Purchaser before a Notary Public(or as it may have directed in writing prior to the date hereof); (b) share certificates relating to the original of the transfer deed executed on 31 December 1998 before Spanish Notary Public Maria-Isabel Gabarro Miquel pu▇▇▇▇▇▇ ▇▇ ▇▇i▇▇ ▇he 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 LoansShares; (c) effective written resignations in the agreed terms duly executed as their respective deeds of Mr John MacLean and Mr ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ offi▇and ▇▇ ▇▇ ▇ ▇▇▇▇▇▇▇r ▇▇▇▇ from their offices as director and any office or secretary employment of or by the Company containing a confirmation that they have no claims (whether statutory, contractual or otherwise) claim against the Company for compensation for loss of office or termination of employment or otherwise whether statutory or otherwise or for unpaid emolumentsremuneration; (d) the Company's Memorandum and articles Deed 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 Indemnity duly executed by the CompanyVendors; (e) a release duly executed as a deed by each of the documents evidencing Vendors in the Venture Loansagreed form, including releasing the Company and the Subsidiaries from any cancelled Loans, liability whatsoever (actual or contingent) which may be owing to the Investigation Permits and all Material AgreementsVendors by the Company or any of the Subsidiaries; (f) the Technical Data and the contents a certified copy of the Data Roomrelease given by Bank of Ireland in relation to all security granted pursuant to the Bank of Ireland Facility; (g) written confirmation from Barclays Bank plc that the Disclosure Letter initial conditions precedent contained in the Receivables Financing Agreement have been satisfied; (h) a copy of a legal opinion given by A & L Goodbody that there is a true sale in respect of the Receivables Financing Agreement; (i) a certified copy of an amendment agreement in respect of the TAGS Facility and the Liquidity Facility; (j) 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 TAGS Facility remains accurate and correct; (k) written confirmation from BHF BANK AG that it will not exercise any of its rights to demand the 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 signed for 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 the Subsidiaries; (b) 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 VendorVendors to the Purchaser or its representatives); and 4.3 (e) share certificates relating to all of the issued shares of each of the Subsidiaries. 3.4 At or prior to Completion (and prior to the taking effect of the resignations of the directors referred to in clause 4.2(c) above3.2 (c)) the Vendor Vendors 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:-Company:- (a) sanctioning for registration of (subject where necessary to due stamping) the transfers in respect of the Shares; (b) appointing such persons as the Purchaser may nominate to be additional directors of the Company; and (c) amending bank mandates by the removal and appointment of such persons as the 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 Purchaser authorising the entry into of this agreement by the Purchaser and the allotment of the Consideration Shares; (c) an opinion in the agreed form from Arnall Golden & ▇▇▇▇▇▇▇ relating, inter alia, to the right, power and authority of the Purchaser to enter into this agreement and the Transaction Documents; (d) the Registration Rights Agreement duly executed by the Purchaser; and (e) the Indemnity Escrow and Stock Pledge Agreement duly executed by the Purchaser. 3.6 On Completion, and on behalf of each of the Vendors, the Purchaser shall procure that the Transfer Agent shall deposit into escrow that aggregate number of Consideration Shares set out in column 3 of part C of schedule 1 in respect of the 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 Indemnity Escrow and Stock Pledge Agreement. 3.7 As soon as reasonably practicable following Completion and in any event no later than 5 business days after Completion, the Purchaser shall procure that the Transfer Agent shall despatch to the Vendors' Representative (for these purposes, care of the Vendors' Solicitors) stock certificates in respect of the Consideration Shares referred to in clause 3.5(a)(i) above and shall despatch to the Escrow Agent stock certificates in respect of the Escrow Shares referred to in clause 3.5(a)(ii) above.

Completion. 4.1 7.1 Completion shall take place at the Company's offices of the Seller’s Solicitors or at such other place as the parties may agree on the Completion Date.Date when all of the following business shall be transacted: 4.2 On Completion 7.1.1 the Vendor Seller shall deliver to the Buyer (or, if in the Purchaser shall so agreecase of the items described in clause 7.1.1(g), 7.1.1(h) and 7.1.1(q), make available to at the Purchaser:-Company’s registered office): (a) transfers in certified copies of the agreed form relating to all minutes recording the Shares resolution of the board of directors of the Seller authorising the sale of the Sale Share and the Venture Loans duly executed in favour of the Purchaser before a Notary Publicother transactions contemplated by this Agreement; (b) a transfer in respect of the original 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 deed executed on 31 December 1998 before Spanish Notary Public Maria-Isabel Gabarro Miquel puto 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 ▇▇▇▇ ▇▇i▇▇▇▇▇▇ ▇he Vendor acquired of each Group Company, resigning from their respective offices and employments, in each case executed as deeds in the Shares agreed form; (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 attention of the members or creditors of the relevant company, accompanied by 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 Buyer may direct or have directed) of all shares in the Subsidiaries not registered in the name of any Group Company, together with the original 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 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 director of 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 the transfer deed executed on 25 February 1999 pursuant mentioned in clause 7.1.1(b) is resolved to be registered (subject only to its being stamped); 7.1.3 the Seller shall procure that a board meeting of each Group Company is held at which: (a) the Buyer’s Accountants are appointed auditors of each Group Company in place of the Auditors; (b) all bank mandates in force for each Group Company shall be altered (in the manner which the Vendor acquired Buyer requires) to reflect the Venture Loans resignations and any reports or documents lodged with any relevant Spanish foreign investment authority concerning the Venture Loansappointments referred to above; (c) resignations the current accounting reference period of each Group Company shall be altered so as to end on such lawful date as the Buyer may specify; (d) the registered office of each Group Company shall be changed to such address(es) as the Buyer may specify; (e) cause such persons as are nominated by the 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 agreed terms duly executed as deeds 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 Mr John MacLean the minutes recording the resolution of the board of directors of the Buyer authorising the purchase of the Sale Share and Mr the other transactions contemplated by this Agreement; (i) if the Agreed NAV has been determined pay the Purchase Price; (ii) 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 client account of the Seller’s Solicitors numbered 16122869 at the Royal Bank of Scotland plc of ▇▇/▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ offi▇▇▇ ▇▇ ▇▇▇▇▇▇▇r , sort code 15-10-00 (or secretary such other account or accounts as the Seller’s Solicitors shall specify) and the Seller authorises the payment of the Company containing Purchase Price into the specified account or accounts, which shall constitute a confirmation that they have no claims (whether statutory, contractual or otherwise) against the Company for compensation for loss of office or unpaid emoluments; (d) 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 good discharge 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 transfers Buyer in respect of the SharesPurchase Price;

Completion. 4.1 Completion shall will take place at the Company's offices on the Completion DateDate at the offices of the 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 On Completion The Parties enter into this Agreement on the Vendor shall deliver assumption that there will be no change to orthe director/s, if secretary and public officers of the Company. If the Purchaser wishes to change the director/s, secretary and/or public officers of the Company, the Purchaser shall so agree, make available provide written notice to the Purchaser:-Vendor before Completion setting out details of: (a) transfers in the agreed form relating to all persons who will be appointed as the Shares new director/s, secretary and the Venture Loans duly executed in favour public officers of the Purchaser before a Notary PublicCompany from Completion together with original signed consents to act of such persons; (b) the original of the transfer deed executed on 31 December 1998 before Spanish Notary Public Maria-Isabel Gabarro Miquel pu▇▇▇▇▇▇ ▇▇ ▇▇i▇▇ ▇he Vendor acquired the Shares together with the original of transfer deed executed on 25 February 1999 pursuant persons who will be required to which the Vendor acquired the Venture Loans resign as director/s, secretary 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 John MacLean and Mr ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ offi▇▇▇ ▇▇ ▇▇▇▇▇▇▇r or secretary of the Company 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; (d) 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 public officers of the Company; (ec) the documents evidencing the Venture Loans, including any cancelled Loansif applicable, 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 Vendorproposed new registered office from Completion; and 4.3 At or prior to (d) the proposed changes from Completion (and prior to the taking effect signatories of any bank account maintained by the resignations Company, and provide specimen signatures of new signatories. 4.3 On or before the directors referred to in clause 4.2(c) aboveCompletion Date: (a) the Vendor shall procure deliver or cause to be delivered to the passing Purchaser: (i) all share certificates in respect of board and/or shareholder resolutions the Vendor’s Sale Shares (or evidence of the loss or destruction of the share certificates to the reasonable satisfaction of the Purchaser); (ii) instruments of transfer for all of the Vendor’s Sale Shares duly completed and executed by the Vendor naming the Purchaser as the case may be) transferee, substantially in the agreed terms form annexed to this Agreement as Annexure A; (iii) 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 approving or of any trust of which the sale Company is trustee; (ii) all registers of the Shares 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 notifies to the Vendor under clause 4.2(b) who are to resign as 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 that at those meetings (as applicable) the board approves with effect from Completion: (i) the transfer and the Venture Loans:-registration (subject to payment of any stamp duty) of the transfer of the Sale Shares, the issue of a new share certificate for the Sale Shares in the name of the Purchaser or its nominee and the cancellation of 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 Vendor under clause 4.2(a) as additional directors, secretaries and public officers of the Company, 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) sanctioning for registration 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 After Completion and until the Sale Shares are registered in the name of the transfers Purchaser, the 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 take any action in respect of the Shares;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 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 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 being obliged to do so in favour of any other party and without affecting its rights against any other party.

Completion. 4.1 A. Completion shall take place at the Company's offices 3.00 p.m. on the Completion Date. 4.2 On 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 Business Day following satisfaction of the Purchaser before a Notary Public; (b) the original last of the transfer deed executed conditions set out in Clause 2.1 (other than Clause 2.1.6) or on 31 December 1998 before Spanish Notary Public Maria-Isabel Gabarro Miquel pusuch date as may be agreed between the parties at the offices of ▇▇▇▇▇▇ and Co, London or at such other place as may be agreed between the parties. B. At Completion all of the following shall take place (conditionally upon each of the other steps having taken place): 1. Cox shall deliver to the Company: a) a certified copy of resolutions of the board of directors of Cox resolving to enter into and perform its obligations under this Agreement; b) duly executed transfers of the Programming Shares in favour of the Company or its nominee together with the definitive certificates in respect thereof; c) such waivers, consents or documents as may reasonably be required by the Company to vest in the Company the full beneficial ownership of the Programming Shares; and d) the certificate of incorporation, common seal, all statutory and minute books (which shall be written up to, but not including the date of Completion) and share certificate book of Cox Programming together with all unused share certificate forms; e) the definitive certificates in respect of the Cox Interests or an indemnity in respect of the same on such terms as the Company may reasonably require; f) the written resignations of all directors of and the secretary of Cox Programming executed as a deed in a form reasonably required by the Company; g) notice of resignation of the existing auditors of Cox Programming containing statements as specified in Section 394 of the Companies ▇▇▇ ▇▇i▇▇ ▇he Vendor acquired ; h) the Shares together with the original of transfer deed executed on 25 February 1999 notice required pursuant to which Section 198 of 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 John MacLean and Mr ▇▇▇Companies ▇▇▇ ▇▇▇▇ in respect of its interest in the Company following the issue of the Consideration Shares; and 2. Cox shall procure that the following business is transacted at a meeting of the board of directors of Cox Programming or by written resolution of the directors of Cox Programming: a) the directors of Cox Programming shall approve the transfer of the Programming Shares for registration and the entry of the transferee in the register of members of Cox Programming, subject only to the transfer being subsequently presented duly stamped; b) the situation of the registered office of Cox Programming shall be changed to that nominated by the Company; c) any person nominated by the Company for appointment as a director or secretary of Cox Programming shall be so appointed; d) KPMG shall be appointed to replace the existing auditors of Cox Programming; and e) the mandate relating to the Bank Account shall be modified in such manner as the Company may reasonably require. 3. the Company shall deliver to Cox: a) a certified copy of the resolutions of the Board of Directors of the Company resolving to enter into and perform its obligations under this Agreement and to allot the Consideration Shares to Cox and that ▇▇▇▇ ▇▇▇▇▇ offibe appointed to the Board of Directors of the Company pursuant to the Articles; b) share certificates in respect of the Consideration Shares; and c) written confirmation that the conditions set out in Clause 2.1 other than those in 2.1.6 and 2.1.7 have been satisfied; and 4. the Company shall procure ▇▇▇'▇ registration as holder of the Consideration Shares at a meeting of the Directors. ▇. ▇▇▇ ▇▇ shall procure that, at Completion, Cox Programming shall have not less than (Pounds)1,660,479 in the Bank Account. The Company acknowledges that Cox Programming has an opportunity to purchase losses of up to (Pounds)1,130,000 from European Channel Management Limited at a price of 24 ▇▇▇▇▇▇▇r or secretary ▇ for every (Pounds)1.00 of losses purchased and: (a) the Company containing a confirmation consents to Cox Programming purchasing those losses at that they have no claims (whether statutory, contractual or otherwise) against price in the Company for compensation for loss of office or unpaid emoluments; (d) 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 period prior to Completion (and if any such purchase is made, ▇▇▇'▇ obligations under this Clause 6.3 to procure that not less than (Pounds)1,660,479 is contained in the Bank Account at Completion shall be reduced by reference to the purchase monies for those losses); (b) if no such purchase is made 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 Completion, the Company approving agrees that if Cox so requests following Completion, the sale of Company will promptly cause Cox Programming to purchase those losses at that price. D. Neither party shall be obliged to complete this Agreement unless the Shares and the Venture Loans:- (a) sanctioning for registration of the transfers other shall have complied in respect of the Shares;full with its obligations under clause 6.2.

Completion. 4.1 5.1 Completion shall take place at the Company's offices 12:00 noon (Hong Kong time) on the Completion DateDate or at such other time or place as CDI and DAPL may agree in writing. 4.2 On Completion the Vendor 5.2 At Completion, DAPL shall deliver or procure to or, if the Purchaser shall so agree, make available be delivered to the Purchaser:-CDI: (a) transfers in a copy (certified as a true copy by a director or the agreed form relating to all the Shares and the Venture Loans duly executed in favour company secretary of DAPL) of the Purchaser before 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 Notary Publicparty; (b) the original instrument of transfer and sold note in respect of the transfer deed Repurchase Shares duly executed on 31 December 1998 before Spanish Notary Public Maria-Isabel Gabarro Miquel pu▇▇▇▇▇by DAP▇ ▇▇ ▇▇i▇▇ ▇he Vendor acquired the Shares together with the original favour 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 LoansCDI; (c) resignations the original share certificate(s) in respect of the Repurchase Shares issued in the agreed terms duly executed as deeds name of Mr John MacLean and Mr ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ offi▇▇▇ ▇▇ ▇▇▇▇▇▇▇r or secretary of the Company containing a confirmation that they have no claims (whether statutory, contractual or otherwise) against the Company for compensation for loss of office or unpaid emolumentsDAPL; (d) the Company's Memorandum original instrument of transfer 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 bought note in respect of the Company;Mengniu Conversion Shares duly executed by DAP▇ ▇▇ favour of CDI; and (e) the documents evidencing original instrument of transfer and bought note in respect of the Venture Loans, including any cancelled Loans, the Investigation Permits and all Material Agreements;CMD Conversion Shares duly executed by DAP▇ ▇▇ favour of CDI; and (f) the Technical Data and the contents a copy of the Data Room; (g) the Disclosure Letter duly signed resignation letters or removal notices for each of the DAPL nominated directors on the Board and on behalf the board of the Vendor; anddirectors of Prominent Achiever Limited. 4.3 5.3 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:-Completion, CDI shall: (a) sanctioning for registration deliver or procure to be delivered to DAPL: (i) a copy (certified as a true copy by a director or the company secretary of CDI) of the transfers resolutions of the Board authorising the execution of, and 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 CDI Shareholders’ Agreement; (ii) a copy (certified as a true copy by a director or the company secretary of COFCO Dairy) of the resolutions of the board of directors of COFCO Dairy authorising the execution of, and performance by, COFCO Dairy of its obligations under, (A) this Agreement, and (B) the deed of termination in relation to the CDI Shareholders’ Agreement; (iii) a copy (certified as a true copy by a director or the company secretary of CSL) of the resolutions of the board of directors of CSL authorising the execution of, and performance by, CSL of its obligations under, (A) this Agreement, and (B) the deed of termination in relation to the CDI Shareholders’ Agreement; (iv) the original instrument of transfer and bought note in respect of the Repurchase Shares duly executed by CDI in favour of DAPL; (v) the original instrument of transfer and sold note in respect of the 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 credit of the stock 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. 5.4 The sale and buy-back of the Repurchase Shares and the transfer of the Mengniu Conversion Shares and the CMD Conversion Shares shall take place as simultaneously as possible on the 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 order to give effect to the Transactions and to enable the sale and 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 rights 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 at the Company's offices of the Civil Law Notary on the Completion Date. 4.2 On 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 notarial deed of transfer of the Shares and the Venture Loans duly will be 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 Maria-Isabel Gabarro Miquel puM▇▇▇▇▇▇ ▇▇ ▇▇i▇▇ ▇he 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 John MacLean and Mr . ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ offi▇▇▇ ▇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. 4.3 On the Completion Date the Vendors shall deliver to the Purchaser: 4. 3.1 Relevant authorisations and powers of attorney (if necessary), and 4. 3.2 the resignation letters of the members of the supervisory board of the 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 discharge of each member of the supervisory board for its liability arising out of the performance of its duties fulfilled in its capacity as member of the supervisory board, 4.4 A shareholders' meeting of the Company and of each of the Subsidiaries shall be held on the Completion Date at which: 4. 4.1 such persons as the Purchaser may nominate shall be appointed directors of the Company and each of the Subsidiaries with immediate effect; 4. 4.2 such persons as the 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 represent the Company and the Subsidiaries with respect to the (entering into the) Facility. 4.5 There shall be delivered to the Purchaser on the Completion Date: 4. 5.1 the Management Agreements duly signed by M▇ ▇▇▇▇▇▇▇r or secretary of the Company 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; (d) 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 VendorM▇ ▇▇▇▇▇▇▇▇; 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 transfers in respect of the Shares;4

Completion. 4.1 3.1 Completion shall take place at the Companyoffices of the Purchaser's offices on Solicitors immediately after the Completion Dateexecution of this agreement. 4.2 3.2 On Completion the Vendor Vendors shall deliver to or, if the Purchaser shall so agree, make available to the Purchaser:- (a) transfers in the agreed common form relating to all the Shares and the Venture Loans duly executed in favour of the Purchaser before a Notary Public(or as it may direct); (b) share certificates relating to the original Shares; (c) any waivers or consents by members of 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 transfer deed executed on 31 December 1998 before Spanish Notary Public Maria-Isabel Gabarro Miquel puShares and any shares of Subsidiaries or a representation from the Vendors that no such waivers or consents are required; (i) service agreements in the agreed terms with Mr A ▇▇▇▇▇▇, Mr A ▇▇▇▇▇▇ ▇▇ ▇▇i▇▇ ▇he 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 LoansMr P Croft; (cii) resignations in the agreed terms duly executed as deeds resignation of Mr John MacLean and Mr ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇as secretary of each Group Company; and (iii) the resignations of all directors of Olwen International Direct Mail Inc from their offices as directors (but they will other- wise remain as employees of that company on the same terms). (e) the written resignations of the auditors of each Group Company (effective from Completion) containing an acknowledgement that they have no claim against any Group Company for compensation for loss of office, professional fees or otherwise and a statement under section 394(1) of the Companies ▇▇▇ ▇▇▇▇▇ offi▇▇▇ ▇▇ ; (f) the Tax Deed duly executed by ▇▇▇▇▇▇▇r or secretary of the Company 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; (d) 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) all land certificates, charge certificates, leases, title deeds and other documents relating to the Disclosure Letter Properties (except to the extent that the same are in the possession of mortgagees pursuant to mortgages disclosed in schedule 5 in which case copies will be provided); (h) the common seals, certificates of incorporation and statutory books, share certificate books and cheque books of each Group Company; (i) to the extent not in the possession of any Group Company, all books of account 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; (j) to the extent not in the possession of any Group Company, all licences, consents, permits and authorisations obtained by or issued to any Group Company or any other person in connection with the business carried on by any of 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; (k) duly signed for and on behalf executed transfers of each share in the Subsidiaries not registered in the name of any Group Company in favour of the VendorCompany (or as the Purchaser may direct); (l) share certificates relating to all of the issued shares in the capital of each of the Subsidiaries; and 4.3 (m) a release in the form set out in Schedule 4 duly executed as a deed, in a form satisfactory to the Purchaser, releasing each Group Company from any liability whatsoever (actual or contingent) which may be owing to a Vendor Associate by any Group Company. 3i shall have no liability under this clause 3.2 save in respect of the 3i Shares under paragraphs (a), (b) and (c). 3.3 At or prior to Completion (and prior to the taking effect of the resignations of the directors referred to in clause 4.2(c3.2(d) above) each of the Vendor Vendors 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:-each Group Company:- (a) sanctioning for registration of (subject where necessary to due stamping) the transfers in respect of the SharesShares and any shares to which clause 3.2(k) refers; (b) appointing such persons as are specified by the Purchaser to be the directors and secretary of each Group Company; (c) revoking all mandates to bankers and giving authority in favour of the directors appointed under clause 3.3(b) above or such other persons as the Purchaser may nominate to operate the bank accounts thereof; (d) changing the accounting reference date of each Group Company to 31 December; (e) resolving that the Company and the persons named in clause 3.2(d)(i) enter into service agreements in the agreed terms.

Completion. 4.1 Completion shall take place at the Companyoffices of the Purchaser's offices on Solicitors immediately following the Completion Datesigning of this Agreement or at such other place or time as the Vendor and the Purchaser may agree. 4.2 On At Completion the Vendor shall deliver to or, if the Purchaser shall so agree, make available to the Purchaser:-procure: (a) the delivery to the Purchaser of duly completed and executed transfers in the agreed form relating to all of the Shares and by the Venture Loans duly executed registered holders of the Shares in favour of the Purchaser before a Notary Publicor 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 original 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 deed executed on 31 December 1998 before Spanish Notary Public Maria-Isabel Gabarro Miquel pu▇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 ▇▇▇▇▇ ▇▇ ▇▇i▇▇ ▇he 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 John MacLean and Mr ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ offi▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇r or ) and the secretary of the Company containing by delivery of a confirmation 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 they have he has no claims (whether statutory, contractual or otherwise) claim against the Company for either actual or contingent in respect of any cause matter or thing (statutory or otherwise); (l) the resignation of the auditors of the Company (without compensation for loss of office or unpaid emoluments; (dany other claim save for proper professional fees for services rendered in respect of their duties as auditors prior to the completion of the 1997 Audit) with effect from completion of the Company's Memorandum 1997 Audit and articles the delivery of association, Register 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 Minutes of meetings of shareholders and directors, Register of agreements with sole shareholder, Shareholders Register, Companies House Certificate and cheque books the members or creditors of the Company; (em) revocation of all existing authorities to the documents evidencing bankers of the Venture Loans, including any cancelled Loans, Company relating to bank accounts and the Investigation Permits and all Material Agreementsgrant of authority to such persons as the Purchaser may nominate to operate the same; (fn) the Technical Data that all books, records and the contents files of the Data RoomCompany are in its possession or under its control and where any such are not at the Properties that the Purchaser is given details of their whereabouts and any necessary authority to collect them; (go) the Disclosure Letter delivery to the Purchaser of duly signed 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 and 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 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 4.3 At or prior to Completion (and prior d) as agent for the Company, repay the Inter-Company Debt by bankers draft to the taking effect Vendor's Solicitors (who are hereby irrevocably authorised to receive that payment) on behalf of the resignations Vendor and its subsidiaries and Associates. The delivery of a bankers draft to the directors referred Vendor's Solicitors shall be a full and sufficient discharge to in clause 4.2(c) above) the Vendor shall procure Purchaser for 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 monies payable on Completion and the Venture Loans:-Purchaser shall not be concerned to see to the application of any payment by the Purchaser under this Clause 4.3. 4.4 If all the provisions of Clause 4.2 are not complied with in full on Completion the Purchaser may: (a) sanctioning for registration 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 sole discretion of the transfers 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 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 termination and shall not limit or exclude any other rights or remedies of the Purchaser in respect of any 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 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 had on or before Completion given or undertaken any guarantees, indemnities or similar securities in respect of the Shares;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 such guarantees, indemnities or similar obligations.

Completion. 4.1 5.1 Completion shall take place at the Company's offices ’s office on the Completion DateDate 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 5.2 On Completion Completion, the Vendor shall deliver to orVendors, if the Purchaser shall so agreeindividually and collectively, 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 Maria-Isabel Gabarro Miquel pu▇▇▇▇▇▇ ▇▇ ▇▇i▇▇ ▇he 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 John MacLean and Mr ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ offi▇▇▇ ▇▇ ▇▇▇▇▇▇▇r or secretary of the Company 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; (d) 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) deliver or procure the delivery to the Purchaser of all the following: (a) each Vendor delivers their respective relevant instruments of transfer and contract notes in respect of the transfer of their respective Sale Shares duly executed by the respective Vendor in favor of the Purchaser or such other nominee(s) as the Purchaser may direct and such other documents as may be required to give a good and effective transfer of title to the Sale Shares 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 their respective Sale Shares and other evidence as may be required by the Purchaser showing that the Vendor is the beneficial owner of the number of their respective Sale Shares free from all Encumbrances; (c) the 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 delivers in respect of the Company: (i) all statutory records and minute books (which shall be written up to date as at Completion), all unissued share certificates (if any) and all other statutory records then; (ii) all 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 assets and all current contracts and all other accounting records; (iii) copies of all tax returns and assessments (receipted where the due dates for payment fell on or before the Completion Date); (iv) 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) 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 agreed terms 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 meeting of the shareholders/directors (as appropriate) of the Company at which such matters shall be dealt with and resolved upon as the Purchaser shall require for the purposes of giving effect to the provisions of this Agreement including: (a) approving the sale and purchase of 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. 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: (a) cause to be delivered to each of the Vendors their respective Depository Trust Certificate in MGI in the name of the respective Vendor or their respective nominee(s) for the respective Consideration Shares; and (b) deliver to each of the Vendors a certified copy of the directors’ resolutions of the Purchaser approving this Agreement, and a certified copy of the directors’ resolutions of the Company approving this Agreement. 5.5 If the sale of Vendors, individually or collectively, or the Shares Company, as appropriate, shall fail to do anything required to be done by them under Clauses 5.2 and 5.3, without prejudice to any other right or remedy available to the Venture Loans:-Purchaser, the Purchaser may: (a) sanctioning defer Completion to a day not later than 14 days after the date fixed for registration 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 transfers in respect of Purchaser’s rights to the Shares;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 shall take place at the Companyoffices of the Purchaser's offices on solicitors immediately after the Completion Datecondition set out in clause 7 has been satisfied. 4.2 On Completion the Vendor will deliver and Derby shall deliver to or, if procure the Purchaser shall so agree, make available delivery to the Purchaser:-Purchaser's Solicitors: (a) duly executed transfers in the agreed form relating to all of the Shares and the Venture Loans duly executed in favour of the Purchaser before a Notary Public(or as it directs) together with any power of attorney under which such transfers have been executed; (b) the original of certificates representing the transfer deed executed on 31 December 1998 before Spanish Notary Public Maria-Isabel Gabarro Miquel pu▇▇▇▇▇▇ ▇▇ ▇▇i▇▇ ▇he 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 LoansShares; (c) resignations in any waiver, consent or other document necessary to give the agreed terms duly executed as deeds of Mr John MacLean Purchaser (or its nominee) full legal and Mr ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ offi▇▇▇ ▇▇ ▇▇▇▇▇▇▇r or secretary beneficial ownership of the Company containing a confirmation that they have no claims (whether statutory, contractual or otherwise) against the Company for compensation for loss of office or unpaid emolumentsShares; (d) duly executed transfers in favour of the Company's Memorandum and articles Purchaser (or as it directs) 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 all shares in the Subsidiaries not registered in the name of the Company, together with the relevant share certificates; (e) the documents evidencing written resignations, executed as a deed, of the Venture Loansdirectors and the secretary of the Company, including any cancelled Loans, in each case acknowledging that he has no outstanding claim against the Investigation Permits and all Material Agreements;Company whether for loss of office or otherwise; and (f) the Technical Data and the contents a print of a resolution of the Data Roommembers of the Vendor for delivery to Companies House changing the name of the Vendor to ▇▇▇ Limited or such other name as may be agreed between the parties. 4.3 The Vendor and Derby will procure delivery at the property of the following to the Purchaser (or as it may direct): (a) the certificate of incorporation and common seal of the Company and each register, minute book and other book required to be kept by the Company under the Act duly made up to Completion; (gb) all financial and accounting books and records relating exclusively to the Disclosure Letter duly signed Company; (c) copies of statements for and on behalf all bank accounts (if any) of the VendorCompany made up to a date not more than two Business Days prior to Completion and bank reconciliation statements in respect of each such account for the period up to (and including) Completion; (d) all current cheque books, credit cards, paying books and unused cheques of the Company; and 4.3 At or prior to Completion (and prior e) releases in a form satisfactory to the taking effect Purchaser of all mortgages or charges affecting the Shares. 4.4 The Vendor and Derby will, and will procure that the Associates will, repay all monies owing by it to the Company save for the intra-group loan of (Pounds)176,025 from the Company to the Vendor and will execute a Deed of Release, in the agreed form, releasing the Company from any Liabilities which may be owing to the Vendor or Derby by the Company. 4.5 The Vendor and Derby will procure that a board meeting of the resignations Company is held at which the directors of the directors Company shall resolve to: (a) register the transfers referred to in clause 4.2(c4.2(d) above(subject to stamping); (b) change the Vendor shall procure Company's registered office to a place nominated by the passing of board and/or shareholder resolutions Purchaser; (c) change the Company's accounting reference date to 30 June; (d) appoint such persons as the case may be) in the agreed terms Purchaser nominates as directors and/or secretary of the Company approving Company; and (e) accept the sale resignations referred to in clause 4.2(e). 4.6 The Purchaser will not be obliged to complete the purchase of any of the Shares and the Venture Loans:-unless: (a) sanctioning for registration the Vendor and Derby comply with all their obligations under clauses 4.2 to 4.5; and (b) the purchase of all the Shares is completed simultaneously. 4.7 Upon completion of the transfers matters referred to in clauses 4.1 to 4.5 the Purchaser shall pay the consideration stated in clause 3.1 in cash to the Vendor or as the Vendor directs in writing and the consideration stated in clause 3.2 in cash to Derby or as Derby directs in writing or in respect of both sums, to the Shares;Vendor's solicitors.

Completion. 4.1 Completion 5.1 The sale and purchase of the Sale Shares shall take place at be completed on or before the Company's offices on expiry of thirty (30) days from the Completion Date.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:- 4.2 On Completion 5.1.1 the Vendor Vendors shall deliver or procure the delivery to or, if NHancement of the Purchaser shall so agree, make available to the Purchaser:-following:- (a) transfers in the agreed form relating to all the Shares and the Venture Loans duly executed in favour a copy of the Purchaser before resolution of the Board of Directors of the Company (duly certified by a Notary PublicDirector 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 original 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 transfer deed executed on 31 December 1998 before Spanish Notary Public Maria-Isabel Gabarro Miquel puresolutions 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 Date. Name Designation ---- ----------- Goh ▇▇i▇▇ ▇he 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 John MacLean and Mr ▇▇▇▇ Managing Director Ng K▇▇ ▇▇▇ Technical Manager Man ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ offi▇▇▇ Technical Manager Ahil▇▇ ▇▇▇▇▇▇▇r or secretary ▇ Divisional Manager, Sales; s/o S.L. ▇▇▇▇▇▇ (h) a market stand-off agreement signed by each Vendor substantially in a form acceptable to NHancement; (i) a Closing Certificate signed by each Vendor whereby the Vendors confirm that the representatives, warranties and covenants provided by them under this Agreement remain true and accurate as at the Completion Date; (j) a Closing Certificate signed by the Managing Director of the Company containing a confirmation confirming that they have no claims (whether statutorythe representations and warranties set out in Clauses 6.1.1 to 6.1.28 hereof remain true and accurate, contractual or otherwise) against the Company for compensation for loss of office or unpaid emoluments; (d) 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 undertakings set out in Clauses 7.1.1 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 transfers in respect of the Shares;7.