SHARE PURCHASE AGREEMENT

Purchase and Sale Agreement

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This Purchase and Sale Agreement involves

GLOBAL TRAFFIC NETWORK, INC. | FINERS STEPHENS INNOCENT LLP | GLOBAL TRAFFIC NETWORK (UK) LIMITED | UBC MEDIA GROUP PLC | Unique Broadcasting Company Limited

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Title: SHARE PURCHASE AGREEMENT
Date: 2/3/2009
Industry: Broadcasting and Cable TV Sector: Services

SHARE PURCHASE AGREEMENT, Parties: global traffic network inc. , finers stephens innocent llp , global traffic network (uk) limited , ubc media group plc , unique broadcasting company limited

Exhibit 10.1

DATED 1 FEBRUARY 2009

UBC MEDIA GROUP PLC (1)

- and -

GLOBAL TRAFFIC NETWORK (UK) LIMITED (2)

- and-

GLOBAL TRAFFIC NETWORK, INC. (3)

SHARE PURCHASE AGREEMENT

relating to

The Unique Broadcasting Company Limited

FINERS STEPHENS INNOCENT LLP
179 Great Portland Street
London W1W 5LS
Tel: 020 7323 4000
DX: 42739 (Oxford Circus North)
Fax: 020 7580 7069

Ref: P325 /550389.3
FSI-3484001-5
Date: 2 February 2009

TABLE OF CONTENTS


		Page

1	INTERPRETATION		1
2	CONDITIONS		8
3	SALE AND PURCHASE		8
4	CONSIDERATION		9
5	COMPLETION		13
6	WARRANTIES		15
7	LIMITATIONS ON CLAIMS		16
8	RECOVERY FROM THIRD PARTIES		19
9	CONDUCT OF THIRD PARTY CLAIMS		19
10	INDEMNITIES		21
11	INFORMATION TECHNOLOGY		22
12	RESTRICTIONS		23
13	CONFIDENTIALITY AND ANNOUNCEMENTS		24
14	FURTHER ASSURANCE		25
15	ASSIGNMENT		26
16	WHOLE AGREEMENT		26
17	VARIATION AND WAIVER		26
18	COSTS		26
19	NOTICES AND SERVICE OF PROCEEDINGS		27
20	INTEREST ON LATE PAYMENT		28
21	SEVERANCE		28
22	AGREEMENT SURVIVES COMPLETION		28
23	THIRD PARTY RIGHTS		28
24	SUCCESSORS		29
26	COUNTERPARTS		30
27	LANGUAGE		30
28	GOVERNING LAW AND JURISDICTION		30
SCHEDULE 1 — Particulars of the Company			31
SCHEDULE 2 — Conditions			32
SCHEDULE 3 — Completion			34
	Part 1 — Conduct between exchange and completion		34
	Part 2 — What the Seller shall deliver to the Buyer at Completion		37
SCHEDULE 4 — Warranties			40
	Part 1 — General warranties		40
	Part 2 — Tax Warranties		65


		Page

SCHEDULE 5 — Commercial Agreements			74
SCHEDULE 6 — Intellectual Property Rights			75
	Part 1 — Registered intellectual property rights
	Part 2 — Material unregistered intellectual property rights
	Part 3 — Intellectual property rights licensed from third parties
	Part 4 — Intellectual property rights licensed to third parties
SCHEDULE 7 — Information Technology			76
	Part 1 — Particulars of IT system
	Part 2 — Particulars of IT contracts
SCHEDULE 8 — Particulars of Underlet Property			77
SCHEDULE 9 — Basis for preparation of the Completion Accounts			78
SCHEDULE 10 — The Retention			79

THIS AGREEMENT is dated 1 February 2009

PARTIES

(1)		UBC MEDIA GROUP PLC incorporated and registered in England and Wales with company number 3958483 whose registered office is at 50 Lisson Street, London, NW1 5DF (“Seller”).

(2)		GLOBAL TRAFFIC NETWORK (UK) LIMITED incorporated and registered in England and Wales (company no. 5867987) whose registered office is at 179 Great Portland Street, London, W1W 5LS (“Buyer”).

(3)		GLOBAL TRAFFIC NETWORK, INC. incorporated and registered in the state of Nevada in the United States of America whose principal executive offices are at 880 Third Ave, 6 ^th Floor, New York, NY 10022, USA of which the Buyer is a wholly owned subsidiary (“Buyer’s Parent”).

BACKGROUND

(A)		The Company has an issued share capital of £67,090 divided into 67,090 ordinary shares of £1 each and such share capital is beneficially owned by and registered in the name of the Seller.

(B)		Further particulars of the Company at the date of this agreement are set out in Schedule 1.

(C)		The Seller has agreed to sell and the Buyer has agreed to buy the Sale Shares subject to the terms and conditions of this agreement.

AGREED TERMS

1.		INTERPRETATION

1.1		The definitions and rules of interpretation in this clause apply in this agreement.


“54 Lisson Street Lease”		the lease of 54 Lisson Street, London dated 26 July 2006 made between the Landlord (1) and the Company (2)

“Accounts”		the audited financial statements of the Company as at and to the Accounts Date, including the balance sheet, profit and loss account together with the notes thereon and the auditors’ and directors’ reports (copies of which are attached to the Disclosure Letter)

“Accounts Date”		31 March 2008

“Auditors”		the auditors for the time being of the Company

“Bad Debts”		the aggregate of those debts owed to the Company that remain outstanding on the date on which the Completion Accounts are unconditionally agreed in accordance with clause 4.3

“Business”		the commercial division of the Seller encompassing the Network Drive, Entertainment News, Fresh 40 Chart Show and the provision of advertising airtime sales services and sponsorship and promotions services to the radio industry


“Business Day”		a day (other than a Saturday, Sunday or public holiday) when banks in the City of London are open for the transaction of all normal banking business

“Buyer’s Accountants”		BDO Kendalls NSW

“Buyer’s Solicitors”		Finers Stephens Innocent LLP of 179 Great Portland Street, London W1W 5LS or their successors in practice or any other firm of solicitors appointed by the Buyer for the purposes of this agreement

“CAA 2001”		the Capital Allowances Act 2001

“Claim” and “Substantiated Claim”		have the meanings set out respectively in clause 7 (Limitations on Claims)

“Commercial Agreements”		those commercial agreements listed in Schedule 5

“Company”		The Unique Broadcasting Company Limited, a company incorporated and registered in England and Wales with company number 2229296 whose registered office is at 50 Lisson Street, London, NW1 5DF further details of which are set out in Part 1 of Schedule 1

“Companies Acts”		the Companies Act 1985, the Companies Act 1989 and/or the Companies Act 2006 to the extent the same are effective at law and applicable

“Completion”		completion of the sale and purchase of the Sale Shares in accordance with this agreement

“Completion Accounts”		the balance sheet to be prepared in accordance with clause 4.3

“Completion Date”		has the meaning given in clause 5.2 (Completion)

“Conditions”		the conditions set out in Schedule 2 (Conditions)

“Connected”		in relation to a person, has the meaning contained in section 839 of the Taxes Act

“Consideration”		the Initial Consideration and the Earn Out Consideration

“Control”		in relation to a body corporate, the power of a person to secure that the affairs of the body corporate are conducted in accordance with the wishes of that person:

		(a) by means of the holding of shares, or the possession of voting power, in or in relation to that or any other body corporate; or


		(b) by virtue of any powers conferred by the constitutional or corporate documents, or any other document, regulating that or any other body corporate,

		and a “Change of Control” occurs if a person who Controls any body corporate ceases to do so or if another person acquires Control of it

“Debt Exchange Agreement”		the debt exchange agreement to be made prior to Completion between (1) the New Unique Broadcasting Company Limited, (2) the Seller and (3) the Company in respect of a debt of (approximately) £500,000

“Deposit”		£350,000 held in an escrow account jointly by the Buyer’s Solicitors and the Seller’s Solicitors

“Director”		each person who is a director of the Company, the names of whom are set out in Schedule 1

“Disclosed”		fairly disclosed (with sufficient detail to identify the nature and scope of the matter disclosed) in or under the Disclosure Letter

“Disclosure Letter”		the letter from the Seller to the Buyer with the same date as this agreement that is described as the disclosure letter, including the bundle of documents attached to it (“Disclosure Bundle”)

“Doubtful Debts”		debts owed to the Company that have not been collected within the 60 day period commencing on the day after the last day of the relevant Earn Out Period

“Earn Out Consideration”		the additional cash consideration to be determined in accordance with clause 4.4

“Earn Out Revenue”		gross revenue of the Business less all agency commissions arising thereon and less Doubtful Debts

“Encumbrance”		any interest or equity of any person (including any right to acquire, option or right of pre-emption) or any mortgage, charge, pledge, lien, assignment, hypothecation, security, title, retention or any other security agreement or arrangement

“Event”		has the meaning given in the Tax Deed

“FSMA”		the Financial Services and Markets Act 2000

“GM”		the general meeting of the shareholders of the Seller convened for 11.00 am on 23 February 2009

“Group”		in relation to a company (wherever incorporated) that company, any company of which it is a subsidiary (its holding company) and any other subsidiaries of any such holding company; and each company in a Group is a member of the Group and unless the context otherwise requires, the application of the definition of Group to any company at any time will apply to the company as it is at that time


“Hive Out Agreement”		the agreed form business and share transfer agreement between (1) the Company and (2) the New Unique Broadcasting Company Limited proposed to be entered into prior to GM

“Identified Station Contracts”		the Business’ agreements with GMG Radio Limited, Bauer Radio (or) EMAP Radio Limited, UTV Radio (GB) Limited, Global Radio Holdings Limited (or) GCAP Media Services Limited and Virgin Radio Limited for the receipt of advertising airtime sales services

“Initial Consideration”		£9,000,000 sterling

“Intellectual Property Rights”		has the meaning given in paragraph 20.1 of Part 1 of Schedule 4 (Warranties)

“ITEPA”		the Income Tax (Earnings and Pensions) Act 2003

“IT Services Agreement”		the agreed form transition IT services agreement between (1) The New Unique Broadcasting Company Limited, (2) the Seller and (3) the Company proposed to be entered into simultaneously with the Hive Out Agreement

“ITTOIA”		the Income Tax (Trading and Other Income) Act 2005

“Landlord”		Clearvalley Properties Limited or the owner from time to time of the immediate reversion to the Lease and the 54 Lisson Street Lease

“Lease”		has the meaning given in paragraph 24.1 of Part 1 of Schedule 4

“Letter of Intent”		the letter of intent entered into between the Seller and the Buyer’s Parent on 7 May 2008 (as amended on 30 June 2008, 11 July 2008, 14 July 2008, 26 September 2008) and 30 September 2008 setting out the key terms and conditions that form the basis of this Transaction

“Licence to Assign”		a licence to assign between the Landlord (1) the Company (2) The New Unique Broadcasting Company Limited (3) and the Seller (4) in the agreed form or in such other form as the Buyer and the Seller shall agree (each party acting reasonably) authorising the assignment of the Lease and the 54 Lisson Street Lease.

“Licence to Underlet”		a licence to underlet in the agreed form or in such other form as the Buyer or the Seller may agree (each party acting reasonably) made between the Landlord (1), The New Unique Broadcasting Company Limited (2) and the Company (3) authorising the grant of the Underlease


“Loan Waiver Agreement”		the loan waiver agreement to be entered into prior to Completion between (1) the Company and (2) the Seller in respect of an inter-company debt of (approximately) £8,000,000

“Management Accounts”		the unaudited balance sheet of the Business as at 31 December 2008 and the unaudited profit and loss account of the Business (including any notes thereon) for the period of eight months ended 31 December 2008 (a copy of such updated accounts is attached to the Disclosure Letter)

“News Business”		the business previously conducted by the commercial division of the Seller encompassing Sky News Radio and the related provision of advertising airtime sales services and sponsorship and promotions services to the radio industry

“Pension Scheme”		the Money Purchase Group Personal Pension Scheme with Standard Life

“Previously-owned Land and Buildings”		has the meaning given in paragraph 24.1 of Part 1 of Schedule 4 (Warranties)

“Property”		has the meaning given in paragraph 24.1 of Part 1 of Schedule 4 (Warranties)

“Recognised Investment Exchange”		has the meaning contained in section 285 of FSMA

“Regulations”		the Transfer of Undertaking (Protection of Employment) Regulations 1981 and 2006

“Retention”		the amount to be paid to the Retention Holders in accordance with clause 4.2

“Retention Agreement”		the agreement in the agreed form between the Seller, the Buyer and the Retention Holders relating to the Retention

“Retention Holders”		the Seller’s Solicitors and the Buyer’s Solicitors

“Sale Shares”		the 67,090 ordinary shares of £1 each in the Company, all of which have been issued and are fully paid

“Seller’s Accountants”		Deloitte LLP of Hill House, 1 Little New Street, London EC4A 3TR

“Seller’s Solicitors”		Wragge & Co LLP of 55 Colmore Row, Birmingham, B3 2AS or their successors in practice or any other firm of solicitors appointed by the Seller for the purposes of this agreement

“Taxation Authority”		HM Revenue and Customs and any other authority competent to impose any Taxation (whether within or without the United Kingdom)


“Taxes Act”		the Income and Corporation Taxes Act 1988

“Tax Deed”		the separate tax deed to be entered into on the date of this agreement between the Seller and the Buyer

“Tax Losses”		the trading losses of the Company available for carry forward pursuant to section 393 ICTA 1988

“Tax Opinion”		the professional opinion of the Seller’s tax adviser, Deloitte, as to the nature, level and availability of the Tax Losses (subject to assumptions about the Buyer’s future conduct of the business of the Company) after Completion, such opinion to be addressed to and reasonably acceptable to the Buyer

“Tax” or “Taxation”		has the meaning given in the Tax Deed

“Tax Warranties”		the Warranties in Part 2 of Schedule 4 (Warranties)

“Taxation Statute”		means any legislation relating to Taxation enacted in the United Kingdom by parliament whether by act of parliament or statutory instrument or tertiary legislation with binding force or any similar legislation of any other jurisdiction

“TCGA”		the Taxation of Chargeable Gains Act 1992

“TMA 1970”		the Taxes Management Act 1970

“Transaction”		the transaction contemplated by this agreement or any part of that transaction

“UK GAAP”		generally accepted accounting principles in accordance with legislation, standards, policies and practices effective or adopted in the United Kingdom from time to time

“Underlease”		the agreed form underlease of the Property between (1) The New Unique Broadcasting Company Limited and (2) the Company proposed to be entered into immediately prior to Completion

“VATA”		the Value Added Tax Act 1994

“Warranties”		the representations and warranties in Clause 6 (Warranties) and Schedule 4 (Warranties)

“Warranty Insurance”		the insurance policy to be taken out by the Buyer on the date of this agreement and with effect from Completion with AIG UK Limited, to cover claims under the Warranties and the Tax Deed

“Warranty Insurance Premium”		the £60,684 payable in respect of the Warranty Insurance for which the Seller is responsible for paying £58,509 (being the amount required to cover (i) any and all claims under the general Warranties in Part 1 of Schedule 4 up to £3,000,000 and (ii) for any and all claims under the Tax


		Warranties or the Tax Deed up to £1,000,000) for a period of 12 months from the date of Completion and of which the Buyer is responsible for paying £2,175 (being the increase in the premium resulting from the Buyer’s decision to extend the cover for an additional 12 months beyond the initial 12 month period of cover)

“Working Capital”		all debtors less all creditors of the Company as at the Completion Date as set out in the Completion Accounts once the same have been finally agreed or determined in accordance with clause 4.3. For the avoidance of doubt, tax assets are not considered debtors for the purposes of such calculation.

1.2		Clause and schedule headings do not affect the interpretation of this agreement.

1.3		Any reference to a “person” includes a corporate or unincorporated body.

1.4		Words in the singular include the plural and in the plural include the singular.

1.5		A reference to one gender includes a reference to the other gender.

1.6		A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it, provided that nothing in this sub-clause shall operate to increase the liability of a party after the date of this agreement.

1.7		“Writing” or “written” includes faxes but not e-mail.

1.8		Documents “in agreed form” are documents in the form agreed by the parties or on their behalf and initialled by them or on their behalf for identification.

1.9		A reference in this agreement to “other documents referred to in this agreement” or similar expression is a reference to all documents referred to herein as being in agreed form.

1.10		References to clauses and schedules are to the clauses and schedules of this agreement; references to paragraphs are to paragraphs of the relevant schedule.

1.11		References to “subsidiary” or “subsidiaries” in relation to a company wherever incorporated (a holding company) means a “subsidiary” as defined in section 1159 of the Companies Act 2006 and any other company which is a subsidiary (as so defined) of a company which is itself a subsidiary of such holding company, and unless the context otherwise requires the application of the definition of subsidiary to any company at any time will apply to the company as it is at that time.

1.12		Reference to this agreement include this agreement as amended or varied in accordance with its terms.

1.13		Obligations and liabilities assumed by more than one person are assumed jointly and severally unless otherwise specified.

2.		CONDITIONS

2.1.1		Completion of this agreement is subject to the Conditions being satisfied on or before the Completion Date or waived.

2.1.2		If any of the Conditions are not satisfied or waived by the date and time referred to in Clause 2.1.1 and 2.3 as the case may be, this agreement shall cease to have effect immediately after that date and time except for:

2.1.3		the provisions set out in clause 2.2; and

2.1.4		any rights or liabilities that have accrued under this agreement.

2.2		The following provisions shall continue to have effect, notwithstanding failure to waive or satisfy the Conditions:

2.2.1		clause 1 (Interpretation);

2.2.2		clause 2.1.2 and clause 2.2 (Conditions);

2.2.3		clause 13 (Confidentiality and announcements);

2.2.4		clause 16 (Whole agreement);

2.2.5		clause 17 (Variation and waiver);

2.2.6		clause 18 (Costs);

2.2.7		clause 19 (Notice);

2.2.8		clause 26 (Language); and

2.2.9		clause 25 (Governing law and jurisdiction).

2.3		The Seller and the Buyer shall use all reasonable endeavours (so far as lies within their respective powers) to procure that the Conditions are satisfied as soon as practicable and in any event no later than:

2.3.1		6.00 pm (GMT) on the Completion Date; or

2.3.2		such later time and date as may be agreed in writing by the Seller and the Buyer.

2.4		The Buyer and the Seller shall co-operate fully in all actions necessary to procure the satisfaction of the Conditions including, but not limited to, the provision by all parties of all information reasonably necessary to make any notification or filing that the Buyer deems to be necessary or as requested by any relevant authority, keeping all parties informed of the progress of any notification or filing and providing such assistance as may reasonably be required.

2.5		The Buyer may, to such extent as it thinks fit and is legally entitled to do so, waive any of the Conditions by written notice to the Seller.

3.		SALE AND PURCHASE

3.1		On the terms of this agreement and subject to the Conditions, the Seller shall sell and the Buyer shall buy, with effect from Completion, the Sale Shares with full title

guarantee free from all Encumbrances and together with all rights that attach (or may in the future attach) to them including, in particular, the right to receive all dividends and distributions declared, made or paid on or after the Completion Date.

3.2		The Buyer shall not be obliged to complete the purchase of any of the Sale Shares unless the purchase of all such Sale Shares is completed simultaneously, but completion of the purchase of some of the Sale Shares will not affect the rights of the Buyer with respect to the others.

3.3		The Seller hereby waives and agrees to procure the waiver of any restrictions on transfer (including pre-emption rights) which may exist in relation to the Sale Shares under the existing articles of association of the Company or otherwise.

4.		CONSIDERATION

4.1		Subject to the Retention provided for in Clause 4.2 the Initial Consideration shall be satisfied by payment in cash at Completion in accordance with clauses 5.5.1 and 5.6.

4.2		Out of the Initial Consideration an amount of £75,000 shall be retained by the Retention Holders in the joint account holding the Deposit (to be paid, dealt with and applied in accordance with the provisions set out in Schedule 10) and the Seller and the Buyer shall on the date of this Agreement enter into the Retention Agreement with the Retention Holders.

4.3

4.3.1		The Seller shall, as soon as is reasonably practicable and in any event within 45 days of Completion, prepare a draft balance sheet as at the close of business on the Completion Date in accordance with the principles set out in Schedule 9 and shall within that time procure the delivery to the Buyer of a copy thereof.

4.3.2		The Buyer shall have 90 days (“ Review Period ”) from receipt of the draft Completion Accounts by the Buyer to notify the Seller of any disagreement (setting out in detail the areas of, and reasons for, disagreement) relating to the Completion Accounts (“ Notice of Disagreement ”). If no Notice of Disagreement is received within the Review Period then the draft Completion Accounts shall become the Completion Accounts and deemed agreed for the purpose of this Agreement. During the Review Period the Buyer and its agents shall be afforded all reasonable access on reasonable notice during normal working hours to the books and records and to all working papers of the Company to enable the Buyer to carry out their review, with the right to take copies thereof (at the Seller’s expense) and to take extracts therefrom. If no Notice of Disagreement is received by the Seller during the Review Period the Completion Accounts shall be deemed to be agreed.

4.3.3		If, within the Review Period, the Buyer serves Notice of Disagreement, the Seller and the Buyer shall have 10 Business Days from receipt of the Notice of Disagreement by the Seller to resolve such disagreement.

4.3.4		If the Seller and the Buyer are unable to reach agreement within 10 Business Days of the Notice of Disagreement then either party shall be entitled to require that the dispute (“ Dispute ”) concerning the Completion Accounts be referred for final decision to an independent chartered accountant (“ Independent Accountant ”) agreed upon between the Seller and the Buyer or, failing agreement within 5 Business Days of the expiry of the said period of 10 Business Days, nominated for this purpose on the application of any party by the President for the time being of The Institute of Chartered Accountants in England and Wales.

4.3.5		The Seller and the Buyer shall provide the Independent Accountant with such access to the books and records of the Company as the Independent Accountant may reasonably request. The Seller and the Buyer shall each be entitled to make representations to the Independent Accountant concerning the Dispute.

4.3.6		The Independent Accountant shall be instructed to decide the Dispute within 20 Business Days of it being referred to him and in deciding the Dispute shall be deemed to act as an expert and not as an arbitrator. The provisions of the Arbitration Act 1996 shall not apply. The decision of the Independent Accountant, shall, in the absence of manifest error, be final and binding on the parties.

4.3.7		The costs of the Independent Accountant shall be payable as he shall direct or, in the absence of direction, equally by the Buyer and the Seller.

4.3.8		Subject to clause 4.3.10, if the aggregate of the Working Capital less any Bad Debts (the “ Working Capital Adjustment ”) is less than £40,000 (such deficit being termed the “ Deficit ”) the Initial Consideration stated in clause 4.1 shall be reduced by an amount equal to the Deficit and the Buyer shall be entitled to be paid the amount of the Deficit out of the Retention Account together with any interest accrued on such amount from the date of Completion until the date of payment. To the extent that the Deficit is more than £75,000, the Seller shall pay the amount by which the Deficit exceeds £75,000 in cash to the Buyer without delay. To the extent that the Working Capital Adjustment is in credit (i.e. more than £40,000) the Buyer shall pay the amount of such credit in cash to the Seller without delay.

4.3.9		Any payment to be made pursuant to sub-clause 4.3.8 shall be made within 10 Business Days of the Working Capital being agreed by the Seller and the Buyer or determined by the Independent Accountant pursuant to this sub-clause 4.3 by an electronic transfer to either (i) the client account of the Buyer’s Solicitors with the Royal Bank of Scotland plc of London Belgravia Branch, 24 Grosvenor Place, London SW1X 7HP, Sort Code: 16-00-16 and Account Number 10010004 or (ii) the client account of the Seller’s Solicitors with the Lloyds TSB plc of 125 Colmore Row, Birmingham, B3 3AD, Sort Code: 30-00-03 and Account Number 0660947 as may apply and the Buyer’s Solicitors and Seller’s Solicitor respectively are hereby authorised to receive the same and whose receipt shall be an absolute discharge of the obligation to make such payment.

4.3.10		Any amount payable by the Seller pursuant to clause 4.3.8 shall be satisfied first to the extent that the amount of the Retention is sufficient by payment out of the Retention in accordance with Schedule 10.

4.4		Subject to clause 4.5, the Buyer shall pay to the Seller the Earn Out Consideration based on the Earn Out Revenue delivered by the Business during the applicable 12 month period (each an “ Earn Out Period ”) which shall be calculated as follows:

4.4.1		in respect of the 12 month Earn Out Period commencing on 1 January 2009, as follows:


Earn Out Revenue delivered	Amount of Earn Out Consideration
less than £11,000,000	£	0
£11,000,000 - £11,999,999.99	£	1,000,000
£12,000,000 - £12,399,999.99	£	2,000,000
£12,400,000 - £12,599,999.99	£	2,500,000
£12,600,000 - £12,799,999.99	£	3,000,000
£12,800,000 - £13,199,999.99	£	4,000,000
£13,200,000 - £13,399,999.99	£	4,500,000
£13,400,000 - £13,599,999.99	£	5,000,000
£13,600,000 or greater	£	5,500,000

4.4.2		in respect of the 12 month Earn Out Period commencing on 1 January 2010, 50% of any Earn Out Revenue exceeding £12,000,000 delivered by the Business during that period; and

4.4.3		in respect of the 12 month Earn Out Period commencing on 1 January 2011, 50% of any Earn Out Revenue exceeding £12,500,000 delivered by the Business during that period.

4.4.4		The Buyer shall provide the Seller with a statement of the relevant Earn Out Revenue calculations (the “ Statement ”) within 75 days of the end of the relevant Earn Out Period.

4.4.5		Within 90 days (such period commencing on the day after the last day of the relevant Earn Out Period), the parties shall use their reasonable endeavours to agree upon the amount of the relevant Earn Out Revenue and the consequent Earn Out Consideration.

4.4.6		In the absence of an agreement under 4.4.5 the parties shall use their reasonable endeavours to procure that such amounts shall be determined by an independent accountant jointly appointed by the parties (or, in the case that the parties cannot agree upon such appointment, by the President for the time being of the Institute of Chartered Accountants of England and Wales).

4.4.7		The Buyer shall pay the relevant Earn Out Consideration, if any, by way of a telegraphic transfer of immediately available funds or as otherwise agreed upon among the parties, promptly following agreement upon or determination of the amount of the Earn Out Consideration as contemplated by clauses 4.4.5 and 4.4.6, as applicable, and in any event within 5 Business Days of such agreement or determination.

4.4.8		The Buyer shall provide the Seller with details of any Doubtful Debts which have been settled within the 120 day period (such period commencing on the day after the expiration of the relevant Earn Out Period), such information being provided within 15 Business Days of the end of the 120 day period. The calculation of the

Earn Out Consideration shall be adjusted accordingly (with the amount of any settled Doubtful Debts added to the amount of the Earn Out Revenue) and, to the extent that the adjustment results in an increased amount of Earn Out Consideration then the Buyer shall pay to the Seller the amount of such increase. Any such payment will be made by way of a telegraphic transfer of immediately available funds or as otherwise agreed upon by the parties, within 5 Business Days following Buyer’s provision of adjusted amount of the Earn Out Consideration.

4.5		Subject to clause 4.6, if, prior to the Buyer being required to pay any Earn Out Consideration or any other sum due under this agreement (including any Bad Debts received by the Buyer under clause 4.9), the Buyer gives to the Seller notice of a claim (not being a Claim) the Buyer shall be entitled to retain such amount as reflects the amount of the claim, pending settlement of the claim. Following settlement of any such claim, if the amount retained pursuant to this clause 4.5 exceeds the amount of the settlement, the excess together with the interest accrued thereon in respect of the period from the date on which the payment should have been made pursuant to the date of payment shall be payable to the Seller in cash within 5 Business Days of such settlement.

4.6		If, following receipt of a notice given under 4.5, the Seller requests in writing that the Buyer instruct Queen’s Counsel (without delay and in accordance with 4.12) to provide an opinion on the merit of such claim, the Buyer shall only be entitled to retain any Earn Out Consideration under clause 4.5 if such opinion confirms that the claim has merit based on the facts and circumstances presented in the instructions to Queen’s Counsel.

4.7		The Consideration shall be deemed to be reduced by the amount of any payment made to the Buyer:

4.7.1		in accordance with clause 4.3.8; or

4.7.2		for a breach of any Warranty; or

4.7.3		under clause 10 (Indemnities); or

4.7.4		under the Tax Deed.

4.8		From the date of Completion until the date on which the Completion Accounts are agreed in accordance with clause 4.3, the parties agree to co-operate by using reasonable commercial endeavours to collect and account for all debtors of the Company in the Completion Accounts PROVIDED that any actions against third parties shall not be detrimental to the value or reputation of the Business and the Seller agrees to indemnify the Buyer accordingly.

4.9		The parties agree that all debtor receipts shall first be applied to settle the account (or part thereof) of the oldest invoice of that debtor UNLESS that debtor states otherwise in writing.

4.10		From the date on which the Completion Accounts are agreed or determined in accordance with clause 4.3, the Bad Debts shall be assigned to the Seller by the Company (the Buyer procuring that the Company shall do this) and the Seller shall, at its own cost and effort, be entitled to collect and receive the Bad Debts PROVIDED that any such actions against third parties shall not be materially detrimental to the value or reputation of the Business and the Seller agrees to indemnify the Buyer accordingly. In the event that the Buyer receives any Bad Debts after the date on which the Completion Accounts are agreed or determined it shall transmit such sums to the Seller within 10 Business Days of receipt of such amount in cleared funds.

4.11		A claim shall be regarded as settled for the purpose of clause 4.5 if either:

4.11.1		the Seller and the Buyer (or their respective solicitors) so agree; or

4.11.2		a court has awarded judgment in respect of the claim and no right of appeal lies in respect of such judgment or a the parties are debarred, whether by passage of time or otherwise, from exercising any right of appeal.

4.12		For the purpose of clause 4.6, the Buyer shall have the sole right, but after reasonable consultation with the Seller, to select the Queen’s Counsel to be instructed. A copy of such instruction shall be provided to the Seller.

4.13		The interest rate payable under clause 4.5 only shall be 2% per annum above base lending rate for the time being of Barclays Bank plc. Interest shall accrue on a daily basis and be compounded quarterly.

5.		COMPLETION

5.1		Completion shall take place on the Completion Date at:

5.1.1		the offices of the Buyer’s Solicitors; or

5.1.2		any other place or time as agreed in writing by the Seller and the Buyer.

5.2		“Completion Date” means:

5.2.1		2 March 2009, in which case the effective date of Completion is deemed to be 00.01 on 1 March 2009 and for the purposes of this agreement the parties agree that this shall be the time and date of Completion; or

5.2.2		or such later date as may be agreed in writing by the Seller and the Buyer; or

5.2.3		if Completion is deferred in accordance with clause 5.9, means the date to which it is deferred.

5.3		The Seller undertakes to the Buyer that the Business shall be conducted in the manner provided in Part 1 of Schedule 3 (Completion) from the date of this agreement until Completion and undertakes to the Buyer in the terms of that Schedule.

5.4		At Completion the Seller shall :

5.4.1		deliver or cause to be delivered the documents and evidence set out in Part 2 of Schedule 3;

5.4.2		procure that a board meeting of the Company is held at which the business specified in Part 3 of Schedule 3 is carried out;

5.4.3		deliver any other documents referred to in this agreement as being required to be delivered by the Seller as detailed in Part 2 of Schedule 3; and

5.4.4		enter into the Retention Agreement.

5.5		Subject to the Seller satisfying all of the Conditions and its obligations under clause 5.4, at Completion the Buyer shall :

5.5.1		pay the Initial Consideration (less the Deposit, any interest accrued thereon and the Seller’s portion of the Warranty Insurance Premium) by an electronic transfer to the client account of the Seller’s Solicitors with Lloyds TSB Bank plc of 125 Colmore Row, Birmingham B3 3AD, Sort Code: 30-00-03 and Account Number 0660947 (who are irrevocably authorised to receive the same) and payment in accordance with this clause and clause 5.5.2 shall constitute a valid discharge of the Buyer’s obligations under clause 4.1;

5.5.2		deliver a certified copy of the resolution adopted by the board of directors of the Buyer authorising the Transaction and the execution and delivery by the officers specified in the resolution of this agreement, and any other documents referred to in this agreement as being required to be delivered by it; and

5.5.3		enter into the Retention Agreement.

5.6		At Completion the Buyer and the Seller shall instruct their respective solicitors to authorise the payment of the Deposit together with any accrued interest thereon but less the Retention by an electronic transfer to the same account as detailed at clause 5.5.1.

5.7		The Seller confirms that the Seller’s Solicitors may receive and give a good receipt for the Consideration and all documents to be delivered to them at Completion, as agent for the Seller and the Buyer shall not be concerned with the basis upon which the Consideration and such documents are distributed by the Seller’s Solicitors.

5.8		The Seller agrees to indemnify the Buyer (for itself and as trustee for the Company) against all claims which may be made against the Buyer or the Company arising out of the resignation from office by any person whose resignation the Seller is obliged to procure in order to comply with Part 2 of Schedule 3.

5.9		If the Seller does not comply with clause 5.4 or, in the event that the Seller has complied with clause 5.4, the Buyer does not comply with clause 5.5 in any material respect, the party not in default may, without prejudice to any other rights it has:

5.9.1		proceed to Completion insofar as it in its discretion considers practicable having regard to the default which has occurred and defer in part Completion in accordance with sub-clause 5.9.2; or

5.9.2		defer Completion with respect to all of the Sale Shares to a date no more than 28 days after the date on which Completion would otherwise have taken place; or

5.9.3		rescind this agreement.

5.10		The relevant party may defer Completion under clause 5.9 only once, but otherwise clause 5 applies to a Completion deferred under that clause as it applies to a Completion that has not been deferred.

5.11		As soon as possible after Completion the Seller shall send to the Buyer (at the Buyer’s registered office for the time being) all records, correspondence, documents, files, memoranda and other papers relating to the Company and the Business in its possession and not required to be delivered at Completion and which are not kept at the Property.

5.12		The Seller undertakes to the Buyer that within 60 days of Completion the Seller shall deliver to the Buyer, at the joint cost of the Seller and the Buyer, audited and unaudited financial statements for the Company and, to the extent not comprised in the Company, for the Business, in the form and for the period as determined by the rules and regulations of the United States Securities and Exchange Commission and the listing requirements of the Nasdaq Stock Market, LLC.

5.13		The Seller shall within 10 days of Completion deliver to the Landlord a Notice of Assignment and a Notice of Underletting in accordance with the Lease along with certified copies of the instruments effecting such assignment and underletting and any registration fee that is payable.

6.		WARRANTIES

6.1		The Buyer is entering into this agreement on the basis of, and in reliance on, the Warranties.

6.2		The Seller warrants to the Buyer that each Warranty is true and not misleading on the date of this agreement except as Disclosed.

6.3		The Warranties are deemed to be repeated on each day up to and including the Completion Date and any reference made to the date of this agreement (whether express or implied) in relation to any Warranty shall be construed, in relation to any such repetition, as a reference to each such day. However, in the event that before or at Completion it becomes apparent that a Warranty has been breached then the only recourse the Buyer shall have shall be under clauses 6.6 and 10.1.7.

6.4		The Seller shall use all reasonable endeavours to ensure that the Company does not do or omit to do anything which would, at any time before or at Completion, be inconsistent with any of the Warranties, breach any Warranty or make any Warranty untrue or misleading.

6.5		If at any time before or at Completion the Seller becomes aware that a Warranty has been breached, is untrue or is misleading, or have a reasonable expectation that any of those things might occur, it shall without delay:

6.5.1		notify the Buyer in sufficient detail to enable the Buyer to make an accurate assessment of the situation; and

6.5.2		if requested by the Buyer, use all reasonable endeavours to prevent or remedy the notified occurrence.

6.6		If at any time before or at Completion the Buyer becomes aware that:

6.6.1		a Warranty has been breached; or

6.6.2		an existing disclosure has subsequently become untrue; or

6.6.3		the Seller has breached any other term of this agreement (and the Seller acknowledges that it is obliged to inform the Buyer of all and any such breaches that it is aware of prior to Completion), that in any such case is material to the sale of the Sale Shares, the Buyer may (without prejudice to any other rights it may have in relation to the breach):

6.6.4		rescind this agreement by notice to the Seller (and in which such instance the Deposit together with all accrued interest thereon will be returned to the Buyer without delay); or

6.6.5		proceed to Completion, and for the purposes of this clause 6.6 “material” shall be interpreted as meaning, likely in the reasonable estimation of the Buyer to result in a prospective loss to the Buyer or the Business exceeding £30,000 during the period of 12 months following that breach in the reasonable estimation of the Buyer. For the avoidance of doubt, the Buyer’s only remedies for a “material breach” shall be, as set out in sub clauses 6.6.4 and 6.6.5. The Buyer’s sole remedy for a non-“material” breach is that described in clause 10.1.7.

6.7		Warranties qualified by the expression “so far as the Seller is aware” (or any similar expression) are deemed it has given to the best of the knowledge, information and belief of the Seller after it has made all reasonable and careful enquiries of Simon Cole, Simon Howell, Gavin Rigby, John Quinn, John Falcon, Denise Perry, Clare Styles and Constandia Kallis and the Seller’s Accountants.

6.8		Each of the Warranties is separate and, unless otherwise specifically provided, is not limited by reference to any other Warranty or any other provision in this agreement.

6.9		With the exception of the matters Disclosed in the case only of a Claim, no information of which the Buyer and/or its agents and/or advisers has knowledge (actual, constructive or imputed) or which could have been discovered (whether by investigation made by the Buyer or made on its behalf) shall prejudice or prevent any Claim, a claim under the Tax Deed or a claim under clause 10 (Indemnities) or reduce any amount recoverable thereunder.

6.10		The Seller agrees that any information supplied by the Company or by or on behalf of any of the employees, directors, agents or officers of the Company (“ Officers ”) to the Seller or its advisers in connection with the Warranties, the information Disclosed in the Disclosure Letter or otherwise shall not constitute a warranty, representation or guarantee as to the accuracy of such information in favour of the Seller, and the Seller hereby undertakes to the Buyer and to the Company and each Officer that it waives any and all claims which they might otherwise have against any of them in respect of such claims.

7.		LIMITATIONS ON CLAIMS

7.1		The definitions and rules of interpretation in this clause apply in this agreement.

		“ Claim ”: a claim for breach of any of the Warranties.

		“ Substantiated Claim ”: a Claim or a claim under the Tax Deed in respect of which liability is admitted by the party against whom such Claim is brought, or which has been adjudicated on by a Court of competent jurisdiction and no right of appeal lies in respect of such adjudication, or the parties are debarred by passage of time or otherwise from making an appeal.

		A Claim is “ connected ” with another Claim or Substantiated Claim if it arises out of the occurrence of the same event or relates to the same subject matter.

7.2		This clause limits the liability of the Seller in relation to certain Claims (other than for a claim made under Warranty number 2 in Part 1 of Schedule 4 relating to title to the Sale Shares which such claim shall not exceed the Consideration) and, where so specified, claims under the Tax Deed.

7.3		The liability of the Seller for all Claims under Warranty numbers 19.5 to 19.7 in Part 1 of Schedule 4 shall not exceed the aggregate amount of £3,000,000.

7.4		Subject to clauses 7.3 and 7.5, all Claims (other than for a claim made under Warranty number 2 in Part 1 of Schedule 4 relating to title to the Sale Shares) and all claims under the Tax Deed shall be solely satisfied against the Warranty Insurance and the Seller shall have no liability in respect of such claims.

7.5		Subject to clause 7.3, the Seller shall be liable for all Substantiated Claims up to £100,000 (being the amount of the excess under the Warranty Insurance).

7.6		Subject to clause 7.3, the Seller shall not be liable for a Substantiated Claim unless the amount of all Substantiated Claims when taken together, exceeds £30,000, in which case the whole amount (and not just the amount by which the limit in this clause 7.6 is exceeded) is, subject to the remainder of this clause 7, recoverable by the Buyer.

7.7		The Seller is not liable for a Claim to the extent that the Claim:

7.7.1		relates to matters Disclosed;

7.7.2		relates to any matter specifically and fully provided for or reserved against in the Accounts;

7.7.3		relates to a matter specifically disclosed in this Agreement or done in the execution and performance of this agreement or solely by reason or in consequence of the execution of this agreement PROVIDED that the Seller has fairly disclosed to the Buyer such disclosure, act or consequence of which it is aware;

7.7.4		would not have arisen or occurred but for an act, omission or transaction of any of the directors, employees or agents of the Seller or the Company before Completion with the specific written approval of the Buyer;

7.7.5		would not have arisen or occurred but for a written request, act, omission or transaction of the Buyer or any of its directors, employees or agents acting in accordance with this agreement; or

7.7.6		pursuant to a legally binding commitment of the Company created before Completion which has been fairly disclosed to the Buyer before Completion;

7.7.7		results from or is incurred by a change after Completion in the accounting policies or practices of the Buyer or the Company;

7.7.8		arises from or is increased as a result of or is otherwise attributable to:

	7.7.8.1		any change in or introduction of new law; or

	7.7.8.2		any change in rates of Tax; or

	7.7.8.3		any change or withdrawal by any authority of any published administrative practice;

	in each case taking effect after Completion unless announced prior to Completion;

7.7.9		is recoverable under a policy of insurance or otherwise at no cost to the Buyer or the Company;

7.7.10		is in respect of a sum which would have been recoverable under such a policy by the Buyer or the Company but for any change made after Completion in the terms of such insurance;

7.7.11		is contingent only unless and until that contingent liability becomes an actual loss and is due and payable.

7.8		The Seller is not liable for a Claim or a claim under the Tax Deed unless the Buyer has given the Seller notice in writing of the Claim or the claim under the Tax Deed, summarising the nature of the Claim or claim under the Tax Deed as far as it is known to the Buyer and the amount claimed:

7.8.1		in the case of a claim made under the Tax Warranties or the Tax Deed, within the period of seven years beginning with the Completion Date;

7.8.2		in the case of a claim made under the Warranties relating to title of the Sale Shares (Warranty number 2.1 to 2.5 in Part 1 of Schedule 4), indefinitely; and

7.8.3		in any other case, within the period beginning with the Completion Date and ending 18 months thereafter.

7.9		Nothing in this clause 7 applies to a Claim or a claim under the Tax Deed that arises or is delayed as a result of dishonesty, fraud, wilful misconduct or wilful concealment by the Seller.

7.10		The Seller shall not plead the Limitation Act 1980 in respect of any claims made under the Tax Warranties or the Tax Deed up to seven years after the Completion Date.

7.11		If the Seller shall have made any payment in respect of a Claim and the Buyer shall receive a monetary benefit or refund which the Seller can demonstrate was not taken into account in computing the liability of the Seller in respect of that Claim and would have reduced that liability had it been taken into account, then unless payment of that benefit or refund has already been made by the Buyer to the Seller, the Buyer shall forthwith repay to the Seller a sum corresponding to that benefit or refund as the case may be.

7.12		The Seller shall not be liable more than once in respect of any loss, damage or liability, whether by reason of both a Claim being made under both this agreement and the Tax Deed or otherwise, so that any amount paid under the Warranties shall reduce the amount otherwise payable under the Tax Deed in respect of the same matter by that amount and vice versa.

7.13		Except as otherwise provided for in this agreement, a breach by the Seller of any of the terms of this agreement (including the Warranties but excluding warranty number 2.1 to 2.5 in Part 1 of Schedule 4) shall give rise only to an action by the Buyer for damages and shall not entitle the Buyer to rescind or repudiate this agreement.

7.14		The Buyer acknowledges that it has not entered into this agreement in reliance on any warranties, representations, covenants, undertakings or indemnities except those contained in this agreement. Without prejudice to that acknowledgement, the Buyer irrevocably and unconditionally waives any right it may have to claim damages and/or to rescind this agreement for any misrepresentation not contained in this agreement (or

the documents and agreements contemplated herein) or for breach of any warranty not contained in this agreement (or the documents and agreements contemplated herein) unless that misrepresentation or warranty was made or given fraudulently. Accordingly no Claim may be made by the Buyer against the Seller and the Seller shall have no liability to the Buyer under this agreement (including the Warranties) (or the documents and agreements contemplated herein) or otherwise in respect of any supposed warranty, representation, indemnity, covenant or undertaking or otherwise arising out of or in connection with the sale of the Sale Shares unless expressly contained in this agreement.

7.15		Where the matter or default giving rise to a breach of any Warranty is capable of remedy, the breach shall not entitle the Buyer to damages or other compensation if, following written notice of the breach having been given to the Seller in accordance with clause 7.8, the matter or default is remedied to the reasonable satisfaction of the Buyer and without cost to the Buyer or the Company within 30 days after the date on which that notice is served.

8.		RECOVERY FROM THIRD PARTIES

8.1		Where the Buyer or the Company or any of its Subsidiaries is at any time entitled to recover from some other person (not being the Buyer or any member of the Buyer’s Group or the Company’s Group) (“ Third Party ”) any sum in respect of any matter giving rise to a Claim, the Buyer shall take all steps reasonably necessary to enforce such recovery before making a Claim.

8.2		If the Buyer recovers any amount from a Third Party, the amount of the Claim shall then be reduced by the amount recovered (less all reasonable costs, charges and expenses incurred and not recovered by the Buyer in recovering that sum from such Third Party) or be extinguished if the amount recovered exceeds the amount of the Claim.

8.3		If the Seller at any time pays to the Buyer an amount pursuant to a Claim and the Buyer subsequently becomes entitled to recover from a Third Party any sum in respect of the matter giving rise to such Claim, the Buyer shall take all commercially reasonable steps to enforce such recovery, and shall repay to the Seller as soon as practicable so much of the amount paid to the Buyer as does not exceed the sum recovered from such Third Party (less all reasonable costs, charges and expenses incurred by the Buyer in recovering that sum from such Third Party).

8.4		If any amount is repaid to the Seller by the Buyer in accordance with clause 8.3, an amount equal to the amount so repaid shall be deemed never to have been paid by the Seller to the Buyer.

9.		CONDUCT OF THIRD PARTY CLAIMS

9.1		The following provisions of this clause 9 shall:

9.1.1		not apply to any claims under the Tax Deed; and

9.1.2		only apply (with the exception of clause 9.2 which shall apply) to the extent that such third party claim, when taken in aggregate with all other Claims, does not exceed (at any time) the excess under the Warranty Insurance specified in clause 7.5 herein.

9.2		The Buyer shall inform, or shall procure that the Company shall inform, the Seller in writing of any claim by any third party (“ Third Party Claim ”) which comes to the notice

of the Buyer or any other member of the Buyer’s Group whereby it appears that the Seller is likely to become liable under any Claim within 14 days from the day on which such Third Party Claim comes to the notice of the Buyer or other member of the Buyer’s Group PROVIDED that failure to so inform the Seller shall not relieve any indemnification obligation of the Seller except to the extent that the Seller has actually been prejudiced by such failure.

9.3		Subject to clause 9.6 and the Buyer being indemnified and secured to its satisfaction in accordance with clause 9.5 and provided that the Seller has accepted in writing its obligation to pay the Buyer any liability which may be suffered by the Buyer (or any member of the Buyer’s Group) in relation to any Third Party Claim:

9.3.1		the Buyer shall, and shall procure that the Company and any of its Subsidiaries shall, take such action and give such information and assistance as the Seller may reasonably request in writing to avoid, dispute, resist, mitigate, compromise or defend any Third Party Claim and to appeal against any judgment given in respect thereof including (without limitation) applying to postpone so far as legally possible the payment of any Taxation; and

9.3.2		on the written request of the Seller, the sole conduct of any legal proceedings of whatsoever nature arising out of any Third Party Claim (“ Proceedings ”) shall be delegated to the Seller. For this purpose, the Buyer shall give or procure to be given to the Seller all such assistance as the Seller may reasonably require and shall appoint such solicitors and other professional advisers as the Seller may nominate to act on behalf of the Buyer or the Company in accordance with the Seller’s instructions.

9.4		Where Proceedings are delegated to the Seller in accordance with clause 9.3.2:

9.4.1		the Seller shall keep the Buyer fully and promptly informed of the Proceedings, shall consult the Buyer on any matter which is or is likely to be material in relation to any Proceedings and shall take account of all reasonable requirements of the Buyer in relation to such Proceedings; and

9.4.2		the Seller shall not make any settlement or compromise of the Third Party Claim which is the subject of Proceedings, or agree to any matter in the conduct of such Proceedings which may affect the amount of the liability in connection with such Third Party Claim without the prior written approval of the Buyer, such approval not to be unreasonably withheld or delayed and provided always that, in the event of the Buyer refusing approval of such settlement or compromise, the Seller shall have no liability in respect of any Claim or Indemnity Claim arising therefrom in excess of the figure at which it could have settled or compromised the relevant Third Party Claim. The Buyer shall be liable for any costs incurred since the proposed date of settlement or compromise.

9.5		Where the Seller takes over the conduct of any Proceedings pursuant to the provisions of clause 9.3.2, the Seller shall indemnify and secure the Buyer to its reasonable satisfaction in respect of all costs, charges and expenses incurred by the Buyer as a consequence of any actions taken at the request of the Seller pursuant to clause 9.3.2.

9.6		If the Buyer (or relevant member of the Buyer’s Group) can show to the reasonable satisfaction of the Seller that the merits and quantum of the Third Party Claim are such that it would be unreasonable for such action to be taken given the likely detrimental effect to its (or the Buyer’s Group) reputation or goodwill or significantly increase its potential liability in relation to such Third Party Claim, the suggested action shall not be required to be taken in relation to such Third Party Claim.

10.		INDEMNITIES

10.1		The Seller undertakes to indemnify, and to keep indemnified, the Buyer and the Company against all losses or liabilities (including, without limitation, any direct or indirect consequential losses, loss of profit and loss of reputation, damages, claims, demands, proceedings, costs, expenses, penalties, legal and other professional fees and costs but excluding any Tax liabilities) which may be suffered or incurred by any of them and which arise directly or indirectly in connection with the following matters:

10.1.1		the Seller’s valid and effective disposal of all subsidiaries of the Company including, but not limited to, those subsidiaries listed in the latest annual accounts of the company dated 31 March 2007 and the joint venture company Oneword Radio Limited;

10.1.2		the Seller’s valid and effective disposal from the Company of all assets and contracts that do not relate to, nor are required for the continued operation of, the Business as part of the sale of the Company;

10.1.3		the Seller’s valid and effective disposal from the Company of all liabilities that do not relate to the Business as part of the sale of the Company;

10.1.4		the Seller’s valid and effective transfer to the Company of its all of the assets comprising the Business including, but not limited to, all of its rights under the Commercial Agreements;

10.1.5		the loss of, or any amendment whatsoever to, any of the Commercial Agreements during the period commencing on the date hereof until the time of Completion;

10.1.6		from the transfer of employees under the Regulations or by contract into the employment of the Company or out of the employment of the Company prior to Completion and in respect of any claim by any person that as a result of any transfer under the Regulations such person is entitled to be an employee of the Company but has not been disclosed as an employee pursuant to this Agreement;

10.1.7		if between the signing of this Agreement and Completion an event, fact or circumstance occurs which constitutes a breach of Warranty then the Seller shall indemnify the Buyer in respect of and for the value of such breach up to a maximum of £30,000 (without regard to the liability threshold referred to in clause 7.6) but only to the extent it is not otherwise recoverable under the Warranty Insurance;

10.1.8		any liability to taxation (as specified in paragraph (d) of the definition of “Relevant Taxation Claim” under the Tax Deed) arising as a result of the de-grouping of the Company from the Seller’s Group;

10.1.9		from a breach by the Seller and/or the Company (as may be relevant) of their obligations under Part 1 of Schedule 3;

10.1.10		any attempt by the Landlord to enforce any guarantee given prior to Completion by the Company in respect of the assignment of the Lease and the 54 Lisson Street Lease to The New Unique Broadcasting Company Limited;

10.1.11		from a breach by the Seller of Warranty number 2 in Part 1 of Schedule 4 relating to title to the Sale Shares;

10.1.12		from the existence of any share options granted prior to Completion including, but not limited to, the cost of acquiring such options prior to their exercise and/or the cost of acquiring any shares issued pursuant to such options and/or the diminution in value of the Sale Shares as a result of them not being the entire issued share capital of the Company following the exercise of any such options.

10.2		The Buyer undertakes to indemnify, and to keep indemnified, the Seller against all losses or liabilities (including, without limitation, any direct or indirect consequential losses, loss of profit and loss of reputation, damages, claims, demands, proceedings, costs, expenses, penalties, legal and other professional fees and costs but excluding any Tax liabilities) which may be suffered or incurred by the Seller or any member of its Group as a result of:

10.2.1		the performance by the Company or any member of its Group of the Commercial Agreements after Completion; or

10.2.2		any act or omission of the Company or any member of its Group after Completion giving rise to or contributing to any breach or frustration of any Commercial Agreements or any claim or demand in respect of the subject matter of any Commercial Agreements relating to the period after Completion.

10.3		Any payment made in respect of a claim under this clause 10 shall include

10.3.1		an amount in respect of all costs and expenses incurred by the relevant party or the Company in relation to the bringing of the claim (including a reasonable amount in respect of management time); and

10.3.2		any amount necessary to ensure that, after any Taxation of the payment, the party is left with the same amount it would have had if the payment was not subject to Taxation.

11.		INFORMATION TECHNOLOGY

11.1		To the extent that the Business had the benefit of any IT Systems or IT Contracts immediately prior to Completion, whether on an exclusive basis or jointly with other parts of the Seller’s Group, but which has not been included in Schedule 6 then the Seller agrees, as soon as is commercially practicable, that where the IT System was provided to or IT Contract beneficially held by the Business on an exclusive basis or substantially for its benefit, to use its reasonable commercial endeavours:

11.1.1		to assign or procure that such IT System and/or IT Contract shall be assigned from the relevant party in the Seller’s Group to the Company as soon as is commercially practicable as if it had been incorporated into that Schedule 6 from completion of the Hive Out save where the Seller is, using its reasonable commercial endeavours, unable to or is unable to procure that any benefits as well as any burdens under or in relation to such IT System or IT Contract are simultaneously assigned to the Company; or

11.1.2		to transfer or procure that such IT System and/or IT Contract shall be transferred from the relevant party in the Seller’s Group to the Company as soon as is commercially practicable as if it had been incorporated into that Schedule 6 from completion of the Hive Out save where the Seller or any relevant party in the Seller’s

Group is, using its reasonable commercial endeavours, unable to procure the consent to such transfer of any relevant third parties on reasonable commercial terms.

11.2		Where an IT System or IT Contract is transferred or assigned under clause 11.1, it is agreed by the parties that such title as the Seller or any company in the Seller’s Group has to such IT System or IT Contract shall be deemed to have been transferred or assigned at completion of the Hive Out.

11.3		For the purpose of this clause 11, the terms “IT System” and “IT Contract” shall be deemed to have the same meaning as that given at 21.1 of part 1 of Schedule 4 but omitting the words “and as listed in Schedule 6”.

12.		RESTRICTIONS

12.1		The Seller covenants with the Buyer that it shall not and shall procure that no member of its Group for the time being shall:

12.1.1		at any time during the period of 3 (three) years beginning with the Completion Date, in any geographic areas in which any business of the Company was carried on at the Completion Date, carry on, be employed, engaged or interested in any business which would be in competition with any part of the Business as the Business was carried out at the Completion Date or the News Business; or

12.1.2		at any time during the period of 3 (three) years beginning with the Completion Date, deal in competition with the Company with any person who is at the Completion Date, or who has been at any time during the period of 12 months immediately preceding that date, a client or customer of the Business or the News Business; or

12.1.3		at any time during the period of 3 (three) years beginning with the Completion Date, in competition with the Company canvass, solicit or otherwise seek the custom of any person who is at the Completion Date, or who has been at any time during the period of 12 months immediately preceding that date, a client or customer of the Business; or

12.1.4		at any time during the period of 3 (three) years beginning with the Completion Date:

	12.1.4.1		offer employment to, enter into a contract for the services of, or attempt to entice away from the Company any individual who is at the time of the offer or attempt, and was at the Completion Date, employed or directly engaged in an executive or managerial position with the Company; or

	12.1.4.2		procure or facilitate the making of any such offer or attempt by any other person; or

12.1.5		at any time during a period of 3 (three) years beginning with the Completion Date, solicit or entice away from the Company any supplier to the Company who had supplied goods and/or services to the Business at any time during the 12 months immediately preceding the Completion Date, if that solicitation or enticement causes or would cause such supplier to cease supplying, or materially reduce its supply of, those goods and/or services to the Company.

12.2		The covenants in this clause 12 are intended for the benefit of the Buyer and the Company and apply to actions carried out by the Seller or any person Connected with it in any capacity and whether directly or indirectly, on its own behalf, on behalf of any other person or jointly with any other person.

12.3		Nothing in this clause 12 prevents any Seller or any person Connected with him from holding for investment purposes only:

12.3.1		any units of any authorised unit trust; or

12.3.2		not more than 1 per cent. of any class of shares or securities of any company traded on a Recognised Investment Exchange.

12.4		Each of the covenants in this clause 12 is a separate undertaking and shall be enforceable by the Buyer separately and independently of its right to enforce any one or more of the other covenants contained in this clause 12. Each of the covenants in this clause 12 is considered fair and reasonable by the parties, but if any restriction is found to be unenforceable, but would be valid if any part of it were deleted or the period or area of application reduced, the restriction shall apply with such modifications as may be necessary to make it valid and enforceable.

12.5		The parties agree that damages may not be an adequate remedy for any breach or threatened breach by the Seller of the covenants in this Clause 12 and that the Company and the Buyer shall (in addition to any other rights or remedies available to any of them) be entitled without proof of special damage to injunctive and other equitable remedy.

12.6		The consideration for the undertakings contained in this clause 12 is included in the Consideration.

12.7		The Buyer covenants with the Seller that it shall not (without the Seller’s written consent) and shall procure that none of its related companies nor the Company shall at any time after Completion directly or indirectly, whether itself, or by its employees or agents or otherwise carry on any trade or business with any person (other than the Seller’s Group) involved in any trade or business using the names “The Unique Broadcasting Company”, Unique Interactive, Unique, Gilmour Broadcasting, G-One, UBC Media, Oneword, Unique Digital or any name incorporating those names in a confusingly similar manner or any confusingly similar name.

13.		CONFIDENTIALITY AND ANNOUNCEMENTS

13.1		The Seller undertakes to the Buyer to keep confidential the terms of this agreement and all information which it has acquired about the Company and the Buyer and the Buyer’s Group (as such Group is constituted immediately before Completion) and to use the information only for the purposes contemplated by this agreement.

13.2		The Buyer undertakes to the Seller to keep confidential the terms of this agreement and all information that it has acquired about the Seller and the Seller’s Group (as such Group is constituted immediately before Completion) and to use the information only for the purposes contemplated by this agreement.

13.3		The Buyer does not have to keep confidential or restrict its use of information about the Company after Completion.

13.4		A party does not have to keep confidential or to restrict its use of:

13.4.1		information that is or becomes public knowledge other than as a direct or indirect result of a breach of this agreement; or

13.4.2		information that it receives from a source not connected with the party to whom the duty of confidence is owed that it acquires free from any obligation of confidence to any other person.

13.5		Any party may disclose any information that it is otherwise required to keep confidential under this clause 13:

13.5.1		to such of its professional advisers, consultants and employees or officers as are reasonably necessary to advise on this agreement, or to facilitate the Transaction, if the disclosing party procures that the people to whom the information is disclosed keep it confidential as if they were that party; or

13.5.2		with the written consent of all the other party; or

13.5.3		to confirm that the sale has taken place and the date of the sale (but without otherwise revealing any other terms of sale or making any other announcement).

13.5.4		to the extent that the disclosure is required:

	13.5.4.1		by law; or

	13.5.4.2		by a regulatory body, Taxation Authority or securities exchange; or

	13.5.4.3		to make any filing with, or obtain any authorisation from, a regulatory body, Taxation Authority or securities exchange; or

	13.5.4.4		under any arrangements in place under which negotiations relating to terms and conditions of employment are conducted; or

	13.5.4.5		to protect the disclosing party’s interest in any legal proceedings,

but shall use reasonable endeavours to consult the other parties and to take into account any reasonable requests they may have in relation to the disclosure before making it.

13.6		Each party shall supply any other party with any information about itself, its Group or this agreement as such other party may reasonably require for the purposes of satisfying the requirements of a law, regulatory body or securities exchange to which such other party is subject.

14.		FURTHER ASSURANCE

		Each party shall (at its expense) promptly execute and deliver all such documents, and do all such things, as any other party may from time to time require for the purpose of giving full effect to the provisions of this agreement.

15.		ASSIGNMENT

15.1		Except as provided otherwise in this agreement, no party may assign, or grant any Encumbrance or security interest over, any of its rights under this agreement or any document referred to in it.

15.2		Each party that has rights under this agreement is acting on its own behalf.

15.3		The Buyer may assign its rights under this agreement (or any document referred to in this agreement) but not its obligations to a member of its Group or to any person to whom it transfers all (but not some only) of the Sale Shares.

15.4		If there is an assignment pursuant to clause 15.3:

15.4.1		the Seller may discharge its obligations under this agreement to the assignor until they receive notice of the assignment; and

15.4.2		the assignee may enforce this agreement as if it were a party to it, but the Buyer shall remain liable for any obligations under this agreement.

16.		WHOLE AGREEMENT

16.1		This agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any arrangements, understanding or previous agreement between them relating to the subject matter they cover.

16.2		Nothing in this clause 16 operates to limit or exclude any liability for fraud.

17.		VARIATION AND WAIVER

17.1		Any variation of this agreement shall be in writing and signed by or on behalf of each party.

17.2		Any waiver of any right under this agreement is only effective if it is in writing and signed by the waiving or consenting party and it applies only in the circumstances for which it is given and shall not prevent the party who has given the waiver from subsequently relying on the provision it has waived.

17.3		No failure to exercise or delay in exercising any right or remedy provided under this agreement or by law constitutes a waiver of such right or remedy or shall prevent any future exercise in whole or in part thereof.

17.4		No single or partial exercise of any right or remedy under this agreement shall preclude or restrict the further exercise of any such right or remedy.

17.5		Unless specifically provided otherwise, rights arising under this agreement are cumulative and do not exclude rights provided by law.

18.		COSTS

		Unless otherwise provided, all costs in connection with the negotiation, preparation, execution and performance of this agreement, and any documents referred to in it, shall be borne by the party that incurred the costs.

19.		NOTICES AND SERVICE OF PROCEEDINGS

19.1		A notice given under this agreement:

19.1.1		shall be in writing (which shall not include electronic mail) in the English language;

19.1.2		shall be sent for the attention of the person, and to the address or fax number, specified in this clause 19 (or such other address, fax number or person as each party may notify to the others in accordance with the provisions of this clause 19); and

19.1.3		shall be:

	19.1.3.1		delivered personally; or

	19.1.3.2		sent by fax; or

	19.1.3.3		sent by pre-paid first-class post or recorded delivery; or

	19.1.3.4		(if the notice is to be served by post outside the country from which it is sent) sent by airmail.

19.2		The addresses for service of notice are:

19.2.1		SELLER

	19.2.1.1		50 Lisson Street, London, NW1 5DF

	19.2.1.2		for the attention of: Simon Cole

	19.2.1.3		fax number: 0207 723 6132

19.2.2

BUYER

	19.2.2.1		address: P.O. Box 442, 252 School Street, Howard, PA 16841

	19.2.2.2		for the attention of: Scott E. Cody (COO and CFO)

	19.2.2.3		fax number: 814-625-3556 (USA)

19.3		A notice is deemed to have been received:

19.3.1		if delivered personally, at the time of delivery; or

19.3.2		in the case of fax, at the time of transmission; or

19.3.3		in the case of pre-paid first class post or recorded delivery, five Business Days from the date of posting; or

19.3.4		in the case of airmail, ten Business Days from the date of posting; or

19.3.5		if deemed receipt under the previous paragraphs of this clause 19.3 is not within business hours (meaning 9.00 am to 5.30 pm Monday to Friday on a day that is not a public holiday in the place of receipt), when business next starts in the place of receipt.

19.4		To prove service of a notice, it is sufficient to prove on the balance of probabilities that the notice was transmitted by fax to the fax number of the party or, in the case of post, that the envelope containing the notice was properly addressed and posted.

20.		INTEREST ON LATE PAYMENT

20.1		Where a sum is required to be paid under this agreement (other than under the Tax Deed) but is not paid before or on the date the parties agreed, the party due to pay the sum shall also pay an amount equal to interest on that sum for the period beginning with that date and ending with the date the sum is paid (and the period shall continue after as well as before judgment).

20.2		The rate of interest applicable under clause 20.1 shall be 8% per annum above the base lending rate for the time being of Barclays Bank PLC. Interest shall accrue on a daily basis and be compounded quarterly.

20.3		This clause 20 is without prejudice to any claim for interest under the law.

21.		SEVERANCE

21.1		If any provision of this agreement (or part of a provision) is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

21.2		If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

22.		AGREEMENT SURVIVES COMPLETION

		This agreement (other than obligations that have already been fully performed) shall remain in full force after Completion.

23.		THIRD PARTY RIGHTS

23.1		Subject to clause 23.2, this agreement and the documents referred to in it are made for the benefit of the parties and their successors and permitted assigns and are not intended to benefit, or be enforceable by, anyone else.

23.2		The following provisions are intended to benefit future buyers of the Sale Shares from the Buyer and, where they are identified in the relevant clauses, the Company and shall be enforceable by them to the fullest extent permitted by law:

23.2.1		clause 6 (Warranties) and Schedule 4 (Warranties), subject to clause 7 (Limitations on Claims);

23.2.2		clause 10 (Indemnities);

23.2.3		clause 12 (Restrictions on the Seller);

23.2.4		clause 13 (Confidentiality and announcements); and

23.2.5		clause 20 (Interest on late payment).

23.3		Each party represents to the other that his respective rights to terminate, rescind or agree any amendment, variation, waiver or settlement under this agreement are not subject to the consent of any person that is not a party to this agreement.

24.		SUCCESSORS

		The rights and obligations of the Seller and the Buyer under this agreement shall continue for the benefit of, and shall be binding on, their respective successors and assigns.

25.		GUARANTEE

25.1		In consideration of the Seller entering into this Agreement and the sum of £1 (receipt of which is acknowledged) the Buyer’s Parent unconditionally guarantees to the Seller as principal obligor full, prompt and complete performance by the Buyer of all its obligations and covenants under this Agreement (as varied, extended or renewed from time to time), including the due and punctual payment of all sums payable now or in the future to the Seller by the Buyer and the performance of all covenants under this Agreement when and as they shall become due for payment or performance (as the case may be). Accordingly, the Buyer’s Parent undertakes to the Seller that if and each time that the Buyer shall be in default in the payment of any sum or the performance of any obligations under this Agreement the Buyer’s Parent shall on demand make good the default and pay all sums which may be payable and do all things required as if the Buyer’s Parent instead of the Buyer were expressed to be the primary obligor or covenantor.

25.2		The guarantee contained in clause 25.1 (the “ Guarantee ”) is a continuing guarantee and shall remain in force until all obligations and covenants of the Buyer under this Agreement have been discharged and performed in full.

25.3		The obligations of the Buyer’s Parent under the Guarantee shall not be affected by any act, omission, matter or thing which, but for this clause 25.3, might operate to release or otherwise exonerate the Buyer from these obligations or affect these obligations or covenants including:

25.3.1		any time or indulgence granted to or composition with the Buyer;

25.3.2		the taking, variation, compromise, renewal or release of or refusal or neglect to perfect of enforce any right or remedies against the Buyer;

25.3.3		any legal limitation, disability, incapacity or other circumstances relation to the Buyer of any other person or any amendment to or variation of the terms of this Agreement or any other document or security; or

25.3.4		any irregularity, unenforceability of any obligations of the Buyer under this Agreement with the intent that the Buyer’s Parent’s obligations under the Guarantee shall remain in full force and the Guarantee shall be construed accordingly as if there were no such irregularity, unenforceability or invalidity.

25.4		The Buyer’s Parent waives any right it may have of first requiring the Seller to proceed against or enforce any guarantee or security of or claim payment from the Buyer.

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