AGREEMENT FOR THE ACQUISITION OF THE ENTIRE ISSUED SHARE CAPITAL OF EVENTIS GROUP B.V

Clause

Page

CLAUSE 1

DEFINITIONS AND INTERPRETATIONS

4

CLAUSE 2

SALE AND PURCHASE

5

CLAUSE 3

CONSIDERATION AND PAYMENT

6

CLAUSE 4

CLOSING

9

CLAUSE 5

POST-CLOSING COVENANTS

11

CLAUSE 6

WARRANTIES

14

CLAUSE 7

BREACH

15

CLAUSE 8

LIMITATION OF VENDOR’S LIABILITY FOR BREACHES

15

CLAUSE 9

INDEMNIFICATION

19

CLAUSE 10

TREATMENT OF CLAIMS

20

CLAUSE 11

PARENT’S WARRANTIES

21

CLAUSE 12

PURCHASER’S WARRANTIES

23

CLAUSE 13

CONFIDENTIALITY

24

CLAUSE 14

ANNOUNCEMENTS

25

CLAUSE 15

MISCELLANEOUS

26

CLAUSE 16

GOVERNING LAW AND JURISDICTION

29

SCHEDULE 1.1

DEFINITIONS

SCHEDULE 3.5.1

DETERMINATION OF WORKING CAPITAL ADJUSTMENT

SCHEDULE 3.5.1A

PRO FORMA CONSOLIDATED NET WORKING CAPITAL CALCULATION OF THE COMPANY FOR THE FINANCIAL YEARS 2006, 2007 AND 2008, ENDING ON 31 DECEMBER

SCHEDULE 3.6.2

AGREED FORM RESTRICTED STOCK AGREEMENT

SCHEDULE 3.7.2

LIST OF RESERVED CUSTOMERS

SCHEDULE 3.8

DETERMINATION OF DEFERRED PERFORMANCE-BASED PURCHASE PRICE

SCHEDULE 4.5

AGREED FORM DEPOSIT AGREEMENT

SCHEDULE 4.6

AGREED FORM SHAREHOLDERS RESOLUTIONS

SCHEDULE 4.8

AGREED FORM NOTARIES DEED OF TRANSFER

SCHEDULE 4.9

AGREED FORM EMPLOYMENT AGREEMENTS AND MANAGEMENT AGREEMENTS

SCHEDULE 6.1

WARRANTIES

(i)

Ventise Holding B.V. , a private company with limited liability ( besloten vennootschap met beperkte aansprakelijkheid ), incorporated under the laws of The Netherlands, having its registered office at Eindhoven, the Netherlands and its place of business at Hulst 16, 5507 MH Veldhoven, the Netherlands (the " Vendor ");

(ii)

SeaChange B.V. a private company with limited liability ( besloten vennootschap met beperkte aansprakelijkheid ), incorporated under the laws of the Netherlands, having its registered office at Teleportboulevard 140, 1043 EJ Amsterdam, the Netherlands (the " Purchaser "); and

(iii)

SeaChange International, Inc. , a public corporation, incorporated under the laws of Delaware (United States of America), with corporate seat at Delaware, office address at 50 Nagog Park, Acton, Massachusetts 01720 and with registration number 2343307 (the " Parent ");

(A)

the Vendor is the legal and beneficial owner of 360 (three hundred sixty) ordinary shares, numbered 1 up to and including 360, each with a nominal value of EUR 50 (fifty euro) (the " Shares "), constituting one hundred percent (100 %) of the issued share capital of eventIS Group B.V. , a private company with limited liability, incorporated under the laws of the Netherlands, having its registered office at Veldhoven, The Netherlands and its place of business at Flight Forum 882, 5657 DV Eindhoven, the Netherlands (the " Company ");

(B)

the Company has implemented a restructuring of the eventIS group of companies (the " Restructuring ") as a result of which the Company is the direct or indirect legal and beneficial owner of all issued shares in the capital of the Group Companies;

(C)

the Company and its Group Companies (the " Group ") are engaged in – inter alia – the business of developing new and advanced Digital TV products focusing on metadata management and distribution (the " Business ");

(D)

the Vendor initiated a structured sale process for the sale of the Shares and provided the Parent and its advisors with an information memorandum in respect of the Group dated March 2009 (the " Information Memorandum "), a legal vendor due diligence report prepared by AKD Prinsen Van Wijmen N.V. and a financial and tax vendor due diligence report prepared by Deloitte (the " Vendor Due Diligence Reports "). The Parent has furthermore performed a confirmatory due diligence investigation of the electronic data room that was prepared on behalf of the Vendor (the " Data Room "). Finally, the Parent has submitted a final and non-binding offer to purchase the Shares, which offer has been accepted by the Vendor, on the terms and conditions set out in the Agreement;

(E)

the Vendor wishes to sell and the Purchaser wishes to purchase the Shares on the terms and conditions set out in this Agreement; and

(F)

the Vendor and the Purchaser have made, in respect of the envisaged transactions under the Agreement (the " Transaction "), all required notifications and have provided all required information and documents to, and have obtained all required consents, advice and approvals from, all relevant authorities, agencies, works councils, trade unions and other bodies, under all applicable laws and regulations, including but not limited to the relevant provisions of the Social and Economic Council Merger Regulation ( SER-Fusiegedragsregels 2000 ).

1.1

Definitions

In this Agreement, unless the context otherwise requires or unless otherwise specified hereinafter, the definitions as set forth in Schedule 1.1 (Definitions) are used.

1.2

Interpretations

In this Agreement, unless the context otherwise requires or unless otherwise specified hereinafter:

1.2.1

references to Clauses and Schedules are references to clauses (including all sub-clauses) of, and schedules to the Agreement and form an integral part of this Agreement and shall have the same force and effect as if expressly set out in the body of this Agreement and any reference to this Agreement shall include the Schedules and any other attachments to this Agreement;

1.2.2

any reference to "includes" or "including" shall mean "including but without limitation to the generality of the foregoing";

1.2.3

a reference to any statute or statutory provision shall be construed as a reference to the same as applicable on Closing Date;

1.2.4

references to a "person" shall be construed so as to include any individual ( natuurlijke persoon ), firm, company or other legal entity ( rechtspersoon ) or any joint venture, association or partnership (whether or not being a separate legal entity;

1.2.5

references to times of the day are to Central European Time;

1.2.6

words importing the singular include the plural and vice versa and words importing gender or the neuter include both genders and the neuter;

1.2.7

this Agreement is drafted in the English language. In this Agreement Dutch terms and legal concepts are expressed in English terms and not in their original Dutch terms. Where indicated in italics, Dutch equivalents of these English terms have been given. Terms and expressions of law and of legal concepts as used in this Agreement have the meaning attributed to them under the laws of the Netherlands and this Agreement should be read and interpreted accordingly;

1.2.8

headings to Clauses and Schedules are for convenience only and do not affect in any way the interpretation thereof;

1.2.9

where any obligation is qualified or phrased by reference to use " reasonable endeavours ", " reasonable efforts " or wording of a similar nature, it means the efforts that a similarly situated person desirous of achieving a result would use in similar circumstances to achieve that result and, regard shall be had, among other factors, to (i) the price, financial interest and other terms of the obligation; (ii) the degree of risk normally involved in achieving the intended result; and (iii) the ability of an unrelated person to influence the performance of the obligation;

1.2.10

for the purpose of this Agreement and the documents pertaining hereto, any statement which refers to the knowledge, information, belief or awareness of the Vendor or the Vendor Parties – including the expressions " to Vendor’s best knowledge " or " known to Vendor " – or any similar expression, shall be deemed to refer to the actual knowledge, belief or awareness of the Vendor at the date of this Agreement, as well as the knowledge the Vendor and the Vendor Parties are reasonably expected to have as managing directors of the Company and the Group Companies; and

1.2.11

the terms "material" or "materially", or any other words to that effect, when used with respect to the Company, one or more of the Group Companies and/or the Business, mean material to the Group Companies and the Business as a whole.

1.3

The Parties hereto have participated jointly in the negotiation and drafting of this Agreement and no provision of this Agreement shall be interpreted against a Party solely as a result of the fact that such Party was responsible for the drafting of such provision. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties hereto, and no presumption or burden of proof shall arise favouring or disfavouring any Party by virtue of the authorship of any of the provisions of this Agreement.

2.1

Sale and Purchase

Subject to the terms and conditions set forth in this Agreement, the Vendor hereby sells and undertakes to transfer on Closing Date the Shares to the Purchaser and the Purchaser hereby purchases and undertakes to accept on Closing Date the transfer of the Shares from the Vendor to the Purchaser.

2.2

Effective Date

Subject to the terms and conditions set forth in this Agreement, the Parties hereby agree that the transfer of the beneficial ownership of the Shares is deemed effective as of the Effective Date.

3.1

Purchase Price

The aggregate purchase price for the Shares (the " Purchase Price ") shall be comprised as follows:

3.1.1

the Initial Purchase Price plus or minus the Working Capital Adjustment;

3.1.2

the Deferred Fixed Purchase Price; and

3.1.3

the Deferred Performance-Based Purchase Price.

3.2

Initial Purchase Price

The initial purchase price for the Shares consists of a payment of EUR 24,000,000 (twenty-four million Euros) in cash by the Purchaser to the Vendor in accordance with Clause 4.10 (the " Initial Purchase Price ").

3.3

Estimated Working Capital Adjustment

Not more than five (5) Business Days, but in no event less than three (3) Business Days, before Closing Date, the Vendor shall prepare the Estimated Working Capital Adjustment based on a good faith estimate of the Working Capital as of the Closing Date based on the accounting principles generally accepted in the Netherlands as in force as per the respective date and as applied on a consistent basis by the Company over the previous three (3) financial years (the " Estimated Working Capital "). The Vendor shall deliver written notice of the Estimated Working Capital Adjustment to the Parent within the time periods set forth in the first sentence of this Clause 3.3. The Parent and its advisors shall have the right to participate in the determination of and approve the Estimated Working Capital Adjustment, which approval shall not be unreasonably withheld, delayed or conditioned.

3.4

Transfer Notary Account

The Purchaser shall transfer the Initial Purchase Price plus the Estimated Working Capital Adjustment by wire transfer to the Notary’s third party account prior to Closing, so as to ensure that said amounts are credited to the Notary’s third party account prior to Closing.

3.5

Working Capital Adjustment

3.5.1

The Working Capital Adjustment shall be determined in accordance with the procedure set out in Schedule 3.5.1 .

3.5.2

Within five (5) Business Days following determination of the final Working Capital Adjustment in accordance with Schedule 3.5.1, the Purchaser or the Vendor, as the case may be, shall make a transfer of immediately available funds as follows:

3.5.2.1

by the Purchaser to the Vendor’s bank account, if and to the extent that the Working Capital exceeds the Estimated Working Capital; or

3.5.2.2

by the Vendor to the Purchaser’s bank account, if and to the extent that the Estimated Working Capital exceeds the Working Capital.

3.6

Deferred Fixed Purchase Price

The deferred and fixed parts of the Purchase Price comprise (i) the Annual Cash Payments and (ii) the Annual Restricted Stock Payment (the " Deferred Fixed Purchase Price "):

3.6.1

subject to Clause 8.2, the Purchaser shall on the first, second and third anniversary of Closing pay an amount of EUR 1,200,000 (one million two hundred thousand Euros) in cash to the Vendor by means of a wire transfer of the relevant amount to the bank account designated by the Vendor (the " Annual Cash Payments ");

3.6.2

subject to Clause 8.2, the Purchaser shall on the first, second and third anniversary of Closing pay an amount of EUR 800,000 (eight hundred thousand Euros) by means of procuring the issuance of common shares in the capital of the Parent (the " Restricted Stock ") to the Vendor (the " Annual Restricted Stock Payment "). The number of Restricted Stock to be paid each year by the Purchaser shall be based on the 10-day volume-weighted average of the closing price of common shares of the Parent on the Nasdaq Stock Market, ending on the applicable anniversary date. All Restricted Stock issued as an Annual Restricted Stock Payment shall be free from any Encumbrance, other than such as exists pursuant to the Restricted Stock Agreement. Vendor’s receipt of each Annual Restricted Stock Payment shall be conditioned on Vendor executing the Restricted Stock Agreement in the Agreed Form attached as Schedule 3.6.2 (the " Restricted Stock Agreement "), which Restricted Stock Agreement provides for the vesting on the terms set forth therein of one-third (33.3%) of the Restricted Stock so issued on the anniversary of the date of issuance of such Restricted Stock. Provided that the Vendor shall provide written notification to the Parent and the Purchaser of its election not later than ninety (90) days prior to issuance of the Restricted Stock to the Vendor, the Vendor shall have the option to take up to forty percent (40%) of the Annual Restricted Stock Payment as a cash payment for equal value which shall be paid by the Purchaser in equal parts on the next three (3) anniversaries of Closing. The Parties agree that, in connection with the calculation of the number of Restricted Stock to be paid to the Vendor each year, the 10-day volume weighted average of the closing price of common shares of the Parent on the Nasdaq Stock Market, which is expressed in U.S. dollars, shall be converted to Euros based on the exchange rate of the date of payment, as calculated on the website 'www.xe.com’.

3.7

Deferred Performance-Based Purchase Price

Subject to Clause 8.2, additional deferred and performance-based parts of the Purchase Price shall be comprised as follows (the " Deferred Performance-Based Purchase Price "):

3.7.1

the Purchaser shall as per the thirty-first of January 2011, 2012 and 2013 be obligated to pay to the Vendor an amount in Euros equal to fifteen percent (15%) of the Group’s product revenue on a U.S. GAAP basis with respect to Qualifying EventIS Products (excluding SeaChange products) in excess of a twenty percent (20%) compound growth target based on the Group’s revenue in the twelve month period then ended as compared to the twelve month period ended January 31, 2010, which has been agreed by the Parties to be EUR 11,800,000. " Qualifying EventIS Products " shall mean services and/or proprietary products of the Group as of the date hereof, services and/or proprietary products developed solely by the Group subsequent to the Closing Date, as well as all services, third party software and third party hardware included in the sale of proprietary products of the Group.

As an example, if the Group’s product revenue with respect to Qualifying EventIS Products for the 12-month period ending January 31, 2010 is X, then the annual payment is paid on revenue exceeding (X*1.2) for the year ending January 31, 2011, (X*1.44) for the year ending January 31, 2012 and (X*1.73) for the year ending January 31, 2013;

3.7.2

the Purchaser shall as per the thirty-first of January 2011, 2012 and 2013 be obligated to pay to the Vendor an amount in Euros equal to ten percent (10%) of the U.S. GAAP revenue generated by the Group during the twelve month period then ended with respect to sales of SeaChange Qualifying Products to Qualifying Customers. " SeaChange Qualifying Products " means services and/or proprietary products of the Parent and its Affiliates (other than the Group) as of the Closing Date, services and/or proprietary products developed solely by the Parent and its Affiliates (other than the Group) subsequent to the Closing Date, as well as all services provided and all hardware related to said products. For purposes of clarity, SeaChange Qualifying Products shall not include ODG products or services. " Qualifying Customers " means customers that satisfy the following criteria: (i) all customers located in a country on the European continent (for purposes of clarity, not including the Middle-East), except for the customers listed in Schedule 3.7.2 attached hereto (" Reserved Customers "), (ii) customers located in a country outside of the European continent, provided that the Group has requested and the Parent has granted the Group written approval indicating that such customer shall be a Qualifying Customer for purposes hereof, and (iii) customers whose account sales responsibility is assigned in writing by an authorized officer of the Parent to the Group, referencing this Clause 3.7.2, indicating that such customer shall be a Qualifying Customer for purposes hereof. No amounts shall be payable by Purchaser to Vendor pursuant to this Clause 3.7.2 with respect to sales by either Media Power, SeaChange EMEA SARL or SeaChange EMEA LLP. The Parties hereto agree that, and the Parent shall procure that, if the Parent and its Affiliates (other than the Group) as of the Closing Date, during the period as from the Closing Date up to and including the thirty-first of January 2013, sell SeaChange Qualifying Products to Qualifying Customers, it shall be treated as though it was a sale by the Group of SeaChange Qualifying Products to Qualifying Customers for purposes of this Clause 3.7.2. In the event of such a sale, the Parent shall inform the Vendor thereof.

3.7.3

the Purchaser shall as per the thirty-first of January 2011, 2012, 2013 and 2014 be obligated to pay to the Vendor an amount in Euros equal to fifty percent (50%) of any Qualifying Net Proceeds that the Group has received on the basis of an entitlement solely relating to the years ended on the thirty-first of January 2011, 2012 and 2013, provided that the payment is received and/or netted against a cash payment due by the Group prior to 1 February 2014. " Qualifying Net Proceeds " shall mean cash received and/or netted against a cash payment due by the Group from third party sources unrelated to the sales of products and services related to the years ending on the thirty-first of January 2011, 2012 and 2013, netted for any costs and expenses to achieve said proceeds. For purposes of clarity, Qualifying Net Proceeds shall include government grants (federal, state, or local) or subsidies, as well as Tax refunds that result in an actual reduction in Tax payments of the Group; Qualifying Net Proceeds shall not include (i) amounts that otherwise would constitute Qualifying Net Proceeds but that were committed to be received by the Group prior to the Closing Date, and/or (ii) amounts received in connection with the sale of assets or equity or debt securities. For the avoidance of doubt, Qualifying Net Proceeds shall include – but shall not be limited to – WBSO, Op Zuid, Patentbox, Internationaal Innoveren and EU subsidies (such as Mediaplus and ITEA).

3.8

Determination of the Deferred Performance-Based Purchase Price

The Deferred Performance-Based Purchase Price shall be determined in accordance with the procedures, covenants and conditions set out in Schedule 3.8 .

3.9

Security by Vendor

Except for a Breach of Clause 2 of Schedule 6.1 and a breach or violation by the Vendor of Clause 5.3.1, the Deferred Fixed Purchase Price and the Deferred Performance-Based Purchase Price shall form sole security for the Purchaser and/or the Parent in respect of the Vendor’s liability under this Agreement. The Purchaser has the right to withhold payment or to claim set-off of any payment to the extent of the respective amounts of the Deferred Fixed Purchase Price and the Deferred Performance-Based Purchase Price in accordance with Clause 8.

4.1

Closing Venue

Closing shall take place at 14:00 hours on the Closing Date at the offices of AKD Prinsen Van Wijmen N.V., Orlyplein 10, 1043 DP Amsterdam, the Netherlands, unless otherwise agreed between the Parties in writing. At Closing the Parties shall do or cause to be done all such acts and execute all such documents as shall in the reasonable opinion of the Vendor and the Parent be necessary to fully effect the Transactions, including all of the actions referred to in Clause 4.2 up to and including Clause 4.10 in the following order.

4.2

Notary Letter

The Parties and the Notary shall sign and enter into an agreement containing the fund flows as per Closing as contemplated by the Parties and an instruction to the Notary by the Parties to effect payment in accordance with the provisions of the relevant agreement (the " Notary Letter ").

4.3

Confirmation of Availability of Funds

The Notary shall confirm to the Vendor and the Parent, once it has received the entire Initial Purchase Price plus the Estimated Working Capital Adjustment, that said amount is available to the Notary.

4.4

Deliveries

4.4.1

The Vendor shall deliver to the Purchaser:

4.4.1.1

the shareholders’ register of the Company in which the transfer of the Shares to the Purchaser shall be registered;

4.4.1.2

evidence of the successful implementation of the Restructuring in accordance with applicable law.

4.5

Deposit Agreement

The Parties and the Notary shall enter into the Deposit Agreement in the Agreed Form of Schedule 4.5.

4.6

Managing Directors

Subject to Closing, all of the managing directors ( bestuurders ) shall resign in writing from their positions as managing directors of the Company and/or the respective Group Companies, which written resignations shall be confirmed by the Company and/or the relevant Group Companies and all of the managing directors shall be granted full discharge ( décharge ) by the Company and/or the relevant Group Companies for their management of the Company, for the period prior to their resignation up to Closing, the Agreed Form of such shareholders’ resolutions is attached hereto as Schedule 4.6 .

4.7

Restricted Stock Agreement

The Vendor and the Parent shall sign and enter into the Restricted Stock Agreement in the Agreed Form of Schedule 3.6.2.

4.8

Notaries Deed of Transfer

The Vendor and the Purchaser shall cause the Shares to be transferred through the execution of a notaries deed of transfer in the Agreed Form of Schedule 4.8 , which deed will be executed before the Notary and shall contain the acknowledgement by the Company of such transfer.

4.9

Employment Agreements and Management Agreements

The Company or the respective Group Companies shall either sign and enter into an employment agreement or into a management agreement, as the case may be, with each of the Vendor Ultimate Shareholders, each employment agreement and/or management agreement in the Agreed Form of Schedule 4.9 .

4.10

Transfer of Money

Upon fulfillment of the actions referred to in Clause 4.1 up to and including Clause 4.9, the Parties shall cause the Notary to wire transfer an amount equal to the Initial Purchase Price plus the Estimated Working Capital Adjustment to the Vendor’s bank account without any deduction or set-off.

4.11

Closing Actions taken before Closing

To the extent that any of the actions referred to in this Clause 4 shall have been taken before Closing, they shall be deemed to have been taken at Closing.

5.1

Further Actions

In the event that at any time after Closing, any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties shall take or cause to be taken all such required action, including the execution and delivery of such further instruments and documents, as may be reasonably requested by any other Party for such purposes or otherwise to complete or perfect the transactions contemplated by the abovementioned documents. Without limiting the generality of the foregoing, each of the Parties shall provide commercially reasonable efforts to assist the Parent in the preparation of the U.S. GAAP audited financial statements required to be filed by the Parent within seventy-five (75) days of the date hereof on a current report on Form 8-K with the U.S. Securities and Exchange Commission.

5.2

Employment Compensation Incentives

The Purchaser unconditionally and irrevocably agrees to pay upon the first anniversary of Closing to non shareholder employees of the Company and/or its Group Companies who remain employees of the Group as of such date employee bonuses in the aggregate an amount of EUR 250,000 (two hundred fifty thousand Euro). The distribution of the relevant amount to the employees shall be determined by Mr Erwin van Dommelen, one of the Vendor Ultimate Shareholders, or, should Mr. van Dommelen no longer be an employee of the Group as of such time, by Mr. Harry Koiter, or, should Mr. Koiter no longer be an employee of the Group as of such time either, by the Parent, with such list to be provided in writing to the Parent at least ninety (90) days prior to the first anniversary for review by the Parent. The Purchaser’s obligations pursuant to this Clause 5.2 shall be subject to compliance with applicable law.

This Clause is deemed to constitute an irrevocable third party clause ( derdenbeding ) for the benefit of each of the respective employees of the Company and/or the Group Companies so designated in accordance with the previous paragraph.

5.3

Noncompetition

5.3.1

During the Noncompetition Period (as hereinafter defined), neither the Vendor nor each of the Vendor Parties will (i) with the exception of stockholdings or shares which are held by the Vendor or any of the Vendor Parties for purely financial investment purposes, directly or indirectly, as a stockholder, partner, member, manager, employee, consultant or other owner or participant in any person other than the Purchaser, its Affiliates, the Company or any of the Group Companies, engage in or assist any other person to engage in any Covered Business (as hereinafter defined) anywhere in the Covered Area (as hereinafter defined), (ii) directly or indirectly, solicit or endeavor to entice away from the Company or any Group Company, or offer employment or a consulting position to, or otherwise interfere with the business relationship of the Company or any Group Company with, any person who is, or was within the one-year period prior thereto, an employee of or consultant to the Company or any Group Company, and (iii) directly or indirectly, solicit or endeavor to entice away from the Company or any Group Company, endeavor to reduce the business conducted with the Company or any Group Company by, or otherwise interfere with the business relationship of the Company or any Group Company with, any person who is, or was within the one-year period prior thereto, a customer or client of, supplier, vendor or service provider to, or other person having business relations with, the Company or any Group Company.

5.3.2

For purposes of this Clause 5.3, the following terms shall have the following meanings:

" Covered Area " means the geographic regions in which the Group operates, sells products or provides services on the Closing Date, as well as geographic regions which the Group plans to enter after Closing but in respect of which entries the Group has made investments prior to the Closing Date.

" Covered Business " means (i) any business in which the Company or any Group Company is engaged on the Closing Date and (ii) any business in which the Company or any Group Company plans to engage after the Closing and which business is in an advanced stage of development on the Closing Date.

" Noncompetition Period " means the period commencing as of the Closing and ending on the three (3) year anniversary of the Closing.

5.3.3

In the event of a breach or violation by the Vendor or by any of the Vendor Parties of their respective obligations under Clause 5.3.1, and such breach or violation remaining unremedied by the Vendor or the relevant Vendor Party after seven (7) Business Days after having been notified by the Parent of the breach or violation, such party shall forfeit to the Parent, an immediately payable penalty of EUR 100,000 (one hundred thousand Euros) for any breach or violation of these provisions, and of EUR 5,000 (five thousand Euros), for each day such breach or violation continues, without limiting or prejudice to the Parent's right to also claim any Losses which it may incur as a consequence of such breach or violation. Neither the Vendor nor any of the Vendor Parties shall be jointly and severally liable towards the Parent for any obligation of any of the other parties with respect to a breach or a violation of their respective obligations under Clause 5.3.1, but the Vendor and each of the Vendor Parties shall only be liable towards the Parent for any breach or violation committed by itself.

5.4

Reasonable Restrictions

The Vendor and each Vendor Party (a) has carefully read and understands all of the provisions of this Agreement and has had the opportunity for this Agreement to be reviewed by counsel, (b) acknowledges that the duration, geographical scope and subject matter of Clause 5.3 and Clause 13 of this Agreement are reasonable and necessary to protect the goodwill, customer relationships, legitimate business interests, trade secrets and confidential and proprietary information of the Business, (c) acknowledges that the Parent and the Purchaser would not have closed the Transaction without the benefits contained in this Agreement, (d) will be able to earn a satisfactory livelihood without violating this Agreement and (e) understands that this Agreement is assignable by the Parent and the Purchaser and shall inure to the benefit of its successors and permitted assigns in accordance with Clause 15.4.

5.5

Company Intellectual Property

If the Vendor or any Vendor Party owns or shall at any time hereafter acquire any rights in any Company Intellectual Property, such Vendor Party shall, and hereby does, transfer all of its rights, title and interest in such Company Intellectual Property to the Company, and, to the extent such rights may not be transferable, such Vendor Party shall, and hereby does, to the extent permitted by law, renounce and waive all rights and claims relating to such Company Intellectual Property, all for no additional consideration. The Vendor and each Vendor Party shall execute and deliver such additional documents and instruments and take such other actions as the Parent or the Purchaser shall reasonably request to give effect to the provisions of this Section.

5.6

General Release

Effective as of the Closing, the Vendor and each Vendor Party voluntarily, knowingly and irrevocably releases and forever discharges the Company, the Group Companies and their respective officers, directors, managers, employees and Affiliates from any and all actions, agreements, amounts, claims, Losses, expenses, liabilities and obligations of every kind, nature or description, known or unknown, arising or existing prior to the Closing, except for any rights of such Vendor Party under this Agreement and any agreement entered into pursuant to this Agreement.

5.7

Vendor Parties’ undertakings

The Vendor Parties hereby undertake and agree towards the Parent and the Purchaser that they will not, during the period as from the Closing Date up to and including the thirty-first of January 2013, make any amendment or variation to the shareholders’ agreement concluded by and among them, as far as it relates to provisions that may affect the interests of the Parent and/or Purchaser, without the explicit prior written consent of the Parent, which consent shall not be unreasonably withheld.

5.8

Superseding Clauses

The Vendor and the Vendor Parties agree that the provisions of Clause 5.3, 5.4, 5.5, 5.6 and 5.7 will apply to the Vendor and the Vendor Party regardless of any other agreements to which the Vendor or Vendor Party, as applicable, is a party to with the Parent or its affiliates.

6.1

Vendor’s Representations and Warranties

The Vendor hereby represents and warrants to the Parent, the Purchaser and the Group Companies that on the Closing Date, each of the Warranties set forth in Schedule 6.1 attached hereto, is true and accurate.

6.2

Exclusive Representations and Warranties

The Parties agree and acknowledge that the Warranties are the only warranties that the Vendor provides to the Parent, the Purchaser and the Group Companies, and the Parties hereby explicitly exclude the applicability of section 7:17 of the Dutch Civil Code ( Burgerlijk Wetboek ) (" DCC ") and the Parent, the Purchaser and each of the Group Companies hereby waives any right to claim pursuant to said statutory provision.

6.3

Disclosed Information

The Parent and the Purchaser confirm that they have received the Information Memorandum, the Vendor Due Diligence Reports and have investigated the Data Room, acting in conjunction with its professional advisors, such as tax, legal, financial, accountancy and technical advisors, prior to the entering into of this Agreement.

6.4

No Warranties relating to the future

The Parent and the Purchaser acknowledge that the Vendor gives no representation, warranty or guarantee with respect to any projections, estimates or budgets relating to the future of the Group Companies or the Business.

6.5

Legal Successors

The Warranties shall also inure to the benefit of legal successors ( rechtsopvolgers ) that shall acquire the Shares, or part thereof.

6.6

No Knowledge of a Breach

The Purchaser and the Parent each confirm that as at the date hereof it or its professional advisers are not aware of a Breach.

CLAUSE 7

BREACH

7.1

Liability of the Vendor

In the event of a Breach, the Vendor shall be liable towards the Parent, or at the Parent’s discretion, to the Purchaser or the Group Companies, for the Losses incurred, whereby (i) the Parties agree that the amount of Losses shall be determined pursuant to sections 6:95 and 6:96 of the Dutch Civil Code, and (ii) the Losses incurred by the Group Companies shall be deemed to be Losses incurred by the Purchaser and the Parent, and vice versa.

7.2

Repayment Purchase Price

Any payments of Losses under this Clause 7 shall be deemed to be a partial repayment of the Purchase Price.

CLAUSE 8

LIMITATION OF VENDOR’S LIABILITY FOR BREACHES

8.1

Vendor’s Liability

The liability of the Vendor for compensation of Losses for a Breach will be limited as follows:

8.1.1

the Vendor’s maximum aggregate liability under this Agreement, other than for a Breach of Clause 2 of Schedule 6.1, is limited to an amount equal to the Deferred Fixed Purchase Price and the Deferred Performance-Based Purchase Price, provided that any portion of the Deferred Fixed Purchase Price and/or the Deferred Performance-Based Purchase Price already received by the Vendor at the time it receives the relevant claim for Losses, shall in no event have to be repaid by the Vendor and the Vendor’s maximum aggregate liability under this Agreement is progressively decreased with an amount equal to any such amounts paid by the Purchaser;

8.1.2

notwithstanding Clause 8.1.1, the liability of the Vendor for a Breach of Clause 5 of Schedule 6.1 shall survive the thirty-first January 2013 and remain EUR 1,200,000 (one million two hundred thousand Euros) until expiry of the statutory limitation period for such liability in the relevant jurisdiction plus three (3) months.

8.1.3

the Vendor’s maximum aggregate liability for a Breach of Clause 2 of Schedule 6.1 is limited to the amount of the Purchase Price;

8.1.4

no claim for liability for a Breach can be made unless and until an individual claim exceeds an amount of EUR 10,000 (ten thousand Euros) per Breach and unless and until the amount of all claims made in respect of Breaches exceeds an amount of EUR 250,000 (two hundred and fifty thousand Euros), in which event the Vendor shall be liable for the entire amount of Losses and not merely the excess; and

8.1.5

the right to claim for a Breach will lapse:

8.1.5.1

in respect of Taxes, upon expiry of the statutory limitation period for such liability in the relevant jurisdiction plus three (3) months;

8.1.5.2

in respect of Clause 5.3, on the third anniversary of the Closing Date, notwithstanding the Noncompetition Period, if, prior to the close of business on the last Business Day of the Noncompetition Period, the Vendor has been notified of a Claim hereunder and such Claim has not yet been finally resolved or disposed of at such date, such Claim shall survive the aforesaid Noncompetition Period and shall remain a basis for compensation of Damages hereunder until such Claim is finally resolved or disposed of; and

8.1.5.3

in all other cases, on the 31 ^st of March 2011, provided that the Vendor’s liability for a Breach of Clause 2 of Schedule 6.1 will not be limited in time.

8.2

Sequence

In the event that a claim is submitted to the Vendor for Losses under this Agreement, any amount to be paid by the Vendor shall:

8.2.1

first be withheld and deducted from the Deferred Fixed Purchase Price then next payable to Vendor; and

8.2.2

second , if the amount of the Losses exceeds the amount of the Deferred Fixed Purchase Price, be deducted from the Deferred Performance-Based Purchase Price then next payable to Vendor.

8.3

Third Party Recovery

If the Parent, the Purchaser and/or the Group Companies or any other member of the Parent’s group of companies or affiliates recovers from a third party, including, for the avoidance of doubt, any Tax authority or insurance company, a sum that is directly related to Losses resulting from a Breach, the liability of the Vendor in respect thereof shall, without double counting, be reduced by the actual amount recovered from a third party.

8.4

No Liability

The Vendor shall not be liable for a Breach if:

8.4.1

the Parent failed to notify the Vendor of a Breach within a reasonable period, as set forth in section 7:23 of the Dutch Civil Code – which the Parties agree to be thirty (30) Business Days – after the Breach became known to the Parent and/or the Purchaser,;

8.4.2

the Accounts provide for a specific provision ( voorziening ) relating to such Breach, to the extent such provision covers the Losses as a consequence of such Breach;

8.4.3

the Parent and/or the Purchaser on the date of this Agreement were aware of the facts and circumstances constituting or leading to the Breach and/or a claim for Losses under a Breach, on the basis of the Disclosed Information, provided that such facts and circumstances were apparent on the face of the documents comprising the Disclosed Information;

8.4.4

to the extent the Breach would not have arisen, but for a change in the applicable legislation occurring after the Effective Date, or any amendment to or withdrawal of any practice or interpretation thereof, or a change in the rates, methods of calculation, basis, imposition or collection of Taxes, in each case effective after the Effective Date and whether or not such change, amendment or withdrawal purports to be effective retrospectively in whole or in part;

8.4.5

to the extent that Losses resulting from such Breach solely arise from the Purchaser’s or the Parent’s failure to perform their respective obligations under this Agreement, including any breach of the Warranties of the Purchaser or the Parent, respectively; and/or

8.4.6

the Breach is a result of a change after Closing in the accounting policies or practices of the Company.

8.5

Determination of Losses

In calculating the Vendor’s liability for a Breach and the amount of the Losses, any material adverse effect or other materiality qualifier contained in such representation or warranty will be disregarded, and such liability shall be reduced by the sum of the following economic benefits, if any, pertaining to that particular Breach:

8.5.1

any amount recovered under an insurance policy or from third parties by the Parent, the Purchaser, the Company, or any member of the Group, with respect to the matter to which such claim relates;

8.5.2

any relief from or deduction available to or benefit accruing to any member of the Group, the Parent or the Purchaser in respect of Taxes and actually arising by virtue of the Loss in respect of the Breach; and/or

8.5.3

any indemnification, compensation or reimbursement received from a third party by the Parent, the Purchaser and/or any member of the Group, further to the Loss in respect of the Breach.

Upon receipt of any payments as mentioned in Clause 8.5, the Purchaser and/or the Company, in case such payments are for the benefit of a member of the Group, shall reimburse the Vendor for any payments previously made by the Vendor, in relation to liability for Breaches related to such payment, provided that the amount of any Losses then still owed by the Vendor to the Parent or the Purchaser in respect of such Breach shall be reduced by the amount determined pursuant to Clause 8.5.

8.6

No Double Claims

The Purchaser shall not be entitled to recover from the Vendor more than once in respect of the same Loss suffered.

8.7

No Contingent Liabilities

If and to the extent a Breach pertains to a contingent liability, the Vendor shall only be liable under this Agreement if and to the extent the liability is no longer contingent and has materialised.

8.8

Mitigating Losses Regarding Third Party Claims

Without prejudice to Clauses 10.1.2 or 10.2, if any claim of the Parent or the Purchaser under this Agreement is a result of or in connection with a liability or alleged liability to a third party, the Parent or the Purchaser, as applicable, shall take reasonable efforts to prevent or limit any Losses for which the Vendor may be liable as a consequence of such Breach.

CLAUSE 9

INDEMNIFICATION

9.1

Indemnity

The Vendor shall indemnify and hold the Parent, the Purchaser and its Affiliates, or, at the election of the Parent, the Company or any of the Group Companies (collectively, the " Indemnified Parties "), harmless ( vrijwaren en schadeloos stellen ) from any and all Losses arising out of or in connection with:

(i)

all liability of the Group, the Parent or the Purchaser arising from the failure to complete in accordance with applicable law the transactions contemplated pursuant to that certain Master Restructuring Agreement dated as of April 6, 2009, by and among the Vendor Parties;

(ii)

all liability of the Group, Parent or Purchaser or any of their respective directors or managing directors arising from the Group’s failure to timely file its 2004 annual accounts;

(iii)

any and all Losses arising from any employee claim to (i) additional benefits or bonuses due to unlawful distinction among employees or (ii) an acquired right to a bonus despite such employee’s failure to meet bonus eligibility criteria for a given period;

(iv)

any and all Losses arising from the failure of the Company or any Group Company to comply with the Dutch Working Hours Act ( Arbeidstijdenwet ) with respect to required resting periods following on-call duties;

(v)

any and all Losses arising from the failure of the Group to accrue for long term disability benefits;

(vi)

any and all Losses arising from the failure of the Group to obtain VAR statements with respect to self-employed individuals predominantly employed by the Company;

(vii)

any and all Losses arising from the failure of Vendor Party owned management companies to pay relevant Taxes prior to Closing;

(viii)

any and all Losses arising from the fact that a contractor agreement existing on or prior to the Closing Date is deemed to be an employment agreement and not a contractor agreement, including the " Be&C Agency Agreement ", the " EventIS NZ Agency Agreement " or the " Rooney Consulting Agency Agreement ";

(ix)

any and all Losses resulting from challenges to the Group’s sole ownership of the Intellectual Property relating to the CASIS product, as such exists on the Closing Date;

(x)

any and all Losses arising from the Group’s use of the GNU General Public License (GPL) included in the Group’s products prior to the Closing Date;

(xi)

any and all Losses arising from different profit recognition or valuation methods for Taxes due to lack of (sufficient) work in progress positions of the Company and/or the Group Companies for the period prior to Closing;

(xii)

any and all Losses arising from the improper capitalization or improper non-capitalization of intellectual property rights of the Company and/or the Group Companies for the period prior to Closing; and

(xiii)

any and all losses arising from the choice of Erwin van Dommelen Beheer B.V. and Harry Koiter Beheer B.V. to sign and enter into a management agreement instead of an employment agreement, including any amounts required to be paid in addition to those specified in Article 3 thereunder;

(i) to (xiii) of this Clause 9.1, collectively, the " Indemnified Events ". With regard to the indemnification under (xiii) of this Clause 9.1, the Parent, the Purchaser and its Affiliates, or, at the election of the Parent, the Company or any of the Group Companies, shall be, at the election of the Parent, fully indemnified and held harmless by Erwin van Dommelen Beheer B.V., Harry Koiter Beheer B.V., Erwin van Dommelen and/or Harry Koiter from any and all Losses arising out of, or in connection with, this specific indemnification.

This Clause is deemed to include an irrevocable third party clause ( derdenbeding ) for the benefit of the Company and each of the Group Companies.

9.2

Limitations of Liability

The Parties agree that the limitations of Vendor’s liability as set forth in Clauses 8.1.4 and 8.1.5 do not apply to the indemnities set forth in this Clause 9. The investigations carried out by, or information furnished to the Purchaser or representatives or advisers of each shall not relieve the Vendor from its liability under Clause 9, nor shall such investigation or information prejudice or mitigate in any way the right of the Parent or the Purchaser to make a claim relating to an Indemnified Event.

CLAUSE 10 TREATMENT OF CLAIMS   

10.1

Treatment of Claims

If the Parent or the Purchaser becomes aware of a Breach or an Indemnified Event, the Parent shall:

10.1.1

within a reasonable period of time, as set forth in section 7:23 of the Dutch Civil Code – which the Parties agree to be thirty (30) Business Days – after the Breach or Indemnified Event became known to the Parent and/or the Purchaser, deliver written notice in accordance with Clause 15.1, which written notice shall contain full details of such Breach or Indemnified Event, including the nature and amount of the claim and such other specifics as reasonably requested by the Vendor;

10.1.2

take such actions as the Vendor may reasonably request to avoid, dispute or mitigate any claim or matter which would give rise to a Breach or an Indemnified Event, unless the Parent’s commercial interests reasonably require otherwise;

10.1.3

take such actions as may in the reasonable opinion of the Parent be required to diminish the adverse effect of a Breach or an Indemnified Event on the Company, the Group, the Business or the business of the Parent, such actions to be in consultation with the Vendor; and

10.1.4

where a time limit applies to a claim giving rise to a liability or a potential liability under the Agreement, the Parent and the Purchaser shall use reasonable efforts to ensure that such time limit (whether for appeal or otherwise) is complied with (unless otherwise instructed by the Vendor).

10.2

Treatment of Third Party Claims

If a claim of the Parent or the Purchaser for a Breach or an Indemnified Event is based on a claim by a third party against an Indemnified Party (for the purposes of this Clause 10.2 referred to as: the " Third Party Claim "), the following shall apply:

10.2.1

the Parent shall notify the Vendor in writing of the Third Party Claim as soon as reasonably possible after becoming aware of the Third Party Claim. The Parent shall invite the Vendor to a meeting to discuss the Third Party Claim;

10.2.2

the Vendor shall be entitled, at its sole discretion, to notify the Parent in writing of its intention to and to subsequently take action or defend or settle the Third Party Claim, provided that the Vendor accepts and acknowledges its liability towards the Parent under such Third Party Claim;

10.2.3

if and when the Vendor takes over the defence of a Third Party Claim, the Parent shall leave the conduct of the Third Party Claim entirely to the Vendor, provide the Vendor with reasonable assistance to conduct the Third Party Claim on behalf of the Parent, the Purchaser, the Company and/or the relevant Group Company, including granting the Vendor with the necessary powers of attorney (( proces- ) volmachten ), and the Vendor shall regularly update the Parent and consult with the Parent as to the defence strategy regarding the Third Party Claim, provided, that (i) the Parent may participate in any such Third Party Claim with counsel of its choice and at its expense, (ii) the Parent, at any time when any Third Party Claim is having or could reasonably be expected to have a material adverse effect on the Parent and its Affiliates, taken as a whole, may assume the defence and otherwise deal with such Third Party Claim in good faith, with counsel of its choice, and (iii) at any time when a Third Party Claim relates to any criminal proceeding, indictment or investigation, the Parent may assume the defence of such Third Party Claim if the Vendor does not provide the Parent with the written notice contemplated by Clause 10.2.2 electing to assume the defence of a Third Party Claim, the Parent shall take reasonable action to defend the Third Party Claim, provided that and notwithstanding Clause 10.1.2 and 10.1.3:

10.2.3.1

without prejudice to Clause 10.1.2, regularly update the Vendor and consult with the Vendor as to the defence strategy regarding the Third Party Claim; and

10.2.3.2

all reasonable costs of the defence of such Third Party Claim shall constitute Losses;

10.2.4

none of the Parties may enter into a settlement of any Third Party Claim without the written consent of the respective other Party unless such settlement provides the latter Party with a full release from such Third Party Claim and does not require such Party to pay any amount or to agree to any restriction upon its future activities, and both Parties shall take the interests of the respective other Party into consideration; and

10.2.5

notwithstanding the aforegoing, each Party may take over the defence and prosecution of a Third Party Claim from the respective other Party if such other Party has failed or is failing to vigorously prosecute or defend such Third Party Claim.

11.1

Representations and Warranties of the Parent

The Parent hereby represents and warrants to the Vendor that on the date of the Agreement and on the Closing Date each of the following statements set forth below (the " Parent’s Warranties ") is true and accurate:

11.1.1

the Parent is a corporation, duly incorporated and validly existing under the laws of the jurisdiction of its incorporation;

11.1.2

the Parent has the requisite power and authority (corporate and other) to enter into and execute the Agreement and to consummate the transactions contemplated herein. The execution of the Agreement and the consummation of the transactions herein have been duly and validly authorised and approved by all necessary corporate actions on behalf of the Parent, and no other proceedings are necessary to authorise the Parent entering into the Agreement or the consummation of the transactions contemplated herein;

11.1.3

the Agreement constitutes the legal, valid and binding obligations of the Parent, enforceable in accordance with its terms;

11.1.4

the execution and performance of the Agreement by the Parent and the Parent’s compliance with the transactions contemplated herein shall not:

11.1.4.1

conflict with any provision of the certificate of incorporation, by-laws or other constituent documents of the Parent, or any resolution of its board of directors or of its shareholders; and

11.1.4.2

violate any binding obligations of the Parent, or any statute, law, rule, regulation, order, writ, injunction, judgement, award, or decree or any court, arbitrator, stock exchange or (other) governmental authority;

11.1.5

the Parent has arranged on an unconditional basis all necessary financing or has sufficient funds available to it to enter into and consummate this Agreement, as well as to perform all obligations in connection therewith;

11.1.6

other than as explicitly provided for in this Agreement, no consent, approval, order or authorisation of, or registration with, declaration or filing with, any person, (governmental) body or authority, and/or entity is required on the part of the Parent in connection with the execution and delivery and consummation of this Agreement;

11.1.7

the Parent is not subject to any form of bankruptcy, liquidation, receivership, administration, arrangement or scheme with creditors, moratorium, interim or provisional supervision by a court or court appointee, whether in the jurisdiction of the place of control or incorporation (if elsewhere), and whether in or out of court;

11.1.8

all forms, reports, schedules, statements, exhibits and other documents – including pursuant to Item 601(b)(10) of Regulation S-K - required to be filed with the U.S. Securities and Exchange Commission (the " SEC ") under the U.S. Securities Act of 1933, as amended (the " Securities Act "), and the U.S. Securities Exchange Act of 1934, as amended (the " Exchange Act ") (such documents collectively, the " SEC Documents ") have been duly and timely filed with the SEC by the Parent and its subsidiaries under the Securities Act and the Exchange Act; and/or

11.1.9

the SEC Documents filed by the Parent and/or its Affiliates comply with the applicable requirements of the Securities Act and the Exchange Act, and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were or will be made, not misleading. To the best knowledge of Parent, there are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened, regarding the Parent.

11.2

Security by Parent

As security for the Purchaser’s obligations towards the Vendor under this Agreement, the Parent hereby:

11.2.1

guarantees as its own direct, primary, unconditional and irrevocable obligation to the Vendor, the payment and performance when due of all amounts and all obligations of the Purchaser under this Agreement or any agreement ancillary hereto; and

11.2.2

hereby undertakes, represents and warrants to the Vendor that it shall maintain its cash reserves at a level sufficient to pay the Deferred Fixed Purchase Price and the Deferred Performance-Based Purchase Price to the Vendor in full when due.

11.3

The Parent shall be jointly and severally liable ( hoofdelijk aansprakelijk ) for the Purchaser’s obligations under this Agreement or any agreement ancillary hereto and the obligations of the Parent under Clause 11.2:

11.3.1

constitute the Parent’s direct, primary and unconditional obligations to pay on demand any sum which the Purchaser is required to pay under this Agreement and to perform on demand any obligation of the Purchaser under this Agreement without requiring the Vendor first to take steps against the Purchaser or any other person; and

11.3.2

shall not be affected by any matter or thing which, but for this provision, might operate to affect or prejudice those obligations, including without limitation:

11.3.2.1

any time or indulgence granted to the Purchaser or any other person; or

11.3.2.2

the exercise, variation, renewal or release of, or refusal or neglect to perfect or enforce any right, remedy or security against the Vendor or any other person.

CLAUSE 12 PURCHASER’S WARRANTIES   

12.1

Representations and Warranties of the Purchaser

The Purchaser hereby represents and warrants to the Vendor that on the date of the Agreement and on the Closing Date each of the following statements set forth below (the " Purchaser’s Warranties ") is true and accurate:

12.1.1

the Purchaser is a private company with limited liability, duly incorporated and validly existing under the laws of the jurisdiction of its incorporation;

12.1.2

the Purchaser has the requisite power and authority (corporate and other) to enter into and execute the Agreement and to consummate the transactions contemplated herein. The execution of the Agreement and the consummation of the transactions herein have been duly and validly authorised and approved by all necessary corporate actions on behalf of the Purchaser, and no other proceedings are necessary to authorise the Purchaser entering into the Agreement or the consummation of the transactions contemplated herein;

12.1.3

the Agreement constitutes the legal, valid and binding obligations of the Purchaser, enforceable in accordance with its terms;

12.1.4

the execution and performance of the Agreement by the Purchaser and the Purchaser’s compliance with the transactions contemplated herein shall not:

12.1.4.1

conflict with any provision of the articles of association (including by-laws) or other constituent documents of the Purchaser, or any resolution of its supervisory board, management board or other corporate governing body or of its shareholders, or certificate holders; and

12.1.4.2

violate any binding obligations of the Purchaser, or any statute, law, rule, regulation, order, writ, injunction, judgement, award, or decree of any court, arbitrator, stock exchange or (other) governmental authority.

12.1.5

the Purchaser has arranged on an unconditional basis all necessary financing or has sufficient funds available to it to enter into and consummate this Agreement, as well as to perform all obligations in connection therewith;

12.1.6

other than as explicitly provided for in this Agreement, no consent, approval, order or authorisation of, or registration with, declaration or filing with, any person, (governmental) body or authority, and/or entity is required on the part of the Purchaser in connection with the execution and delivery and consummation of this Agreement; and

12.1.7

the Purchaser is not subject to any form of bankruptcy, liquidation, receivership, administration, arrangement or scheme with creditors, moratorium, interim or provisional supervision by a court or court appointee, whether in the jurisdiction of the place of control or incorporation (if elsewhere), and whether in or out of court.

CLAUSE 13 CONFIDENTIALITY  

13.1

Confidential Treatment

Without prejudice to their obligations under the Confidentiality Agreement and subject to Clause 13.2 and Clause 14, each of the Parties shall treat as strictly confidential all information received or obtained as a result of entering into or performing the Agreement which relates to:

13.1.1

the negotiations relating to the Agreement or any document referred to in the Agreement;

13.1.2

the provisions or