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(1)	NIGEL CLEAVE of A1, 16/F, Flora Garden, 50 Cloud View Road, North Point, Hong Kong (Holder of Hong Kong Identity Card No. M 280156(1)) (the “Seller”); and

(2)	KVH MEDIA GROUP LIMITED, a company incorporated in England with registered number 06462774 whose registered office is 2A Queen Street, Leeds, West Yorkshire, LS1 2TW, United Kingdom (the “Buyer”).

A	Super Dragon Limited (“SDL”) and Videotel Marine Asia Limited (“VMA”, together with SDL, the “Targets” and each a “Target”) were incorporated in Hong Kong under the Companies Ordinance and each Target is a private company limited by shares.

B	The Seller is the legal and beneficial owner of the whole of the issued share capital of each of the Targets.

C	The Seller has agreed to sell the whole of the issued share capital of each of the Targets to the Buyer on the terms of this agreement.

1.	DEFINITIONS AND INTERPRETATION

1.1	In this agreement the following words and expressions shall have the following meanings:

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(a)	the business methods, technical processes, corporate plans, management systems, finances, new business opportunities or development projects of the Target Group; or

(b)	the marketing or sales of any past or present or future products, content or services of the Target Group including, without limitation, customer names and lists and other details of customers, sales targets, sales statistics, market share statistics, prices, market research reports and surveys and advertising and other promotional materials; or

(c)	future projects, business development or planning, commercial relationships and negotiations; or

(d)	any trade secrets or other information relating to the provision of any product or service of the Target Group.

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(a)	any member of the Target Group of any Third Party Intellectual Property Rights; and

(b)	any third party of any Target Intellectual Property Rights.

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1.2

Any reference to a statute, statutory provision or subordinate legislation shall be construed as referring to that statute, statutory provision or subordinate legislation as amended, modified, consolidated, re-enacted or replaced and in force from time to time, whether before or after the date of this agreement and shall also be construed as referring to any previous statute, statutory provision or subordinate legislation amended, modified, consolidated, re-enacted or replaced by such statute, statutory provision or subordinate legislation.

1.3	Any reference to a statutory provision shall be construed as including references to all statutory instruments, orders, regulations or other subordinate legislation made pursuant to that statutory provision.

1.4	Unless the context otherwise requires, all words and expressions which are defined in the Companies Ordinance shall have the same meanings in this agreement.

1.5	Unless the context otherwise requires:

(a)	words denoting the singular include the plural and vice versa;

(b)	words denoting any gender include all other genders;

(c)	any reference to a “person” includes individual, partnership, limited liability company, corporation, association, joint stock company, trust, entity, joint venture, labour organisation, unincorporated organisation or Governmental Authority;

(d)	any references to time are to Hong Kong time;

(e)	any reference to a party is to a party to this agreement.

1.6	Clause headings are for convenience only and shall not affect the interpretation of this agreement. Any reference to a clause, sub-clause, paragraph or schedule is to the relevant clause, sub-clause, paragraph or schedule of this agreement.

1.7	The schedules to this agreement shall for all purposes form part of this agreement.

1.8	Any reference to a document being in the “agreed form” means a document in a form agreed and initialed by the parties for the purpose of identification on or prior to Completion.

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1.9	Any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

2.	SALE AND PURCHASE

2.1	Subject to the terms and conditions of this agreement, the Seller shall sell the Shares with full title guarantee and the Buyer shall purchase the Shares.

2.2	The Seller covenants with the Buyer that:

(a)	the Shares are fully paid (or credited as fully paid) and constitute the whole of his interest in the allotted and issued share capital of the Targets;

(b)	he is entitled to sell and transfer the full legal and beneficial ownership of the Shares on the terms of this agreement without the consent of any third party; and

(c)	he will sell and transfer the Shares to the Buyer free and clear from all Security Interests and together with all accrued benefits and rights attaching or accruing to the Shares, including all dividends declared on or after the date of this agreement.

2.3	The Seller waives all rights of pre-emption (if any) over the Shares to which he may be entitled under the Articles of Association of each Target or otherwise in relation to the sale and purchase of the Shares pursuant to this agreement.

3.	CONSIDERATION

3.1	The total consideration for the sale of the Shares shall, subject to clause 6.8, be an amount equal to the sum of (i) the Initial Payment; (ii) plus or minus, as the case may be, any adjustments made pursuant to the provisions of Schedule 5.

3.2	Any consideration payable to the Seller under the terms of this agreement shall be allocated 80% to the SDL Shares and 20% to the VMA Shares.

3.3	On Completion, the Buyer shall pay, on account of the consideration:

(a)	an amount equal to the Initial Payment (less amounts equal to the Escrow Sum and the Holdback Amount) to the Seller;

(b)	an amount equal to the Escrow Sum into the Holding Account, in accordance with clause 4.7(b); and

(c)	an amount equal to the Holdback Amount into the Holding Account, in accordance with clause 4.7(c).

3.4	Any adjustment to be made to the Initial Payment pursuant to the provisions of Schedule 5 shall be paid as provided in Schedule 5.

3.5	The provisions of Schedule 8 shall apply in relation to the Escrow Account.

3.6	The provisions of Schedule 9 shall apply in relation to the Holdback Account.

3.7

The Seller agrees that the sum due to the Seller under clause 3.3(a) shall be paid by the Buyer to RSRB’s trust account prior to Completion pursuant to the RSRB Solicitors’ Undertakings, and RSRB’s receipt of such funds and RSRB’s receipt of the Undertakings Instruction from the Buyer’s Solicitors shall constitute a full discharge of the Buyer’s obligations to make such a payment. All other sums payable to the Seller hereunder shall be paid to the bank account of the Seller as notified by it in writing from time to time.

4.	COMPLETION

4.1	Completion shall take place at the offices of the Seller’s Solicitors immediately after the signing of this agreement on the date of this agreement when each of the events set out in clauses 4.2 to 4.5 shall occur.

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4.2	At Completion, the Seller shall deliver to the Buyer:

(a)	duly executed instruments of transfer in favour of the Buyer in respect of all of the Shares;

(b)	duly executed sold notes in favour of the Buyer in respect of all of the Shares;

(c)	the share certificates representing the Shares in the name of the Buyer;

(d)

the resignations of the directors of each member of the Target Group and the secretary of each member of the Target Group (other than any director or secretary whom the Buyer may wish to remain in office) as a deed in the agreed form from their respective offices and employment with each member of the Target Group containing a written acknowledgement from each of them that he or she has no claim (whether for loss of office or otherwise) against any member of the Target Group on any grounds whatsoever, along with a Form ND2A for each Target completed with the information of the outgoing directors and secretary;

(e)	the Deed of Release duly executed by the Seller;

(f)	the Tax Indemnity duly executed by the Seller; and

(g)	the Seller Employment Agreement duly executed by the parties thereto.

4.3	At Completion, there shall be delivered or made available to the Buyer:

(a)	the certificate of incorporation (and, where relevant, any certificate of incorporation on change of name), by-laws or comparable organisational documents of each member of the Target Group;

(b)	the minute books of each member of the Target Group duly made up to Completion;

(c)	the register of members, register of directors and other statutory registers of each member of the Target Group duly made up to Completion, including in respect of each Target reflecting the Seller as the sole shareholder thereof;

(d)	any common seal of any member of the Target Group;

(e)	all unissued share certificates of each member of the Target Group;

(f)	the title deeds relating to each of the Properties;

(g)	all books of accounts and documents of record and all other documents in the possession, custody or control of the Seller in connection with each member of the Target Group all complete and up to date;

(h)	all bank statements of all bank accounts of each member of the Target Group as at a date not more than two Business Days prior to Completion together with bank reconciliation statements in respect of each such account made up to Completion;

(i)	all the current cheque books, paying in books and unused cheques of each member of the Target Group;

(j)	evidence satisfactory to the Buyer that all outstanding indebtedness owed by a Target Group Company on the one hand to Newton Cheng or his Associates (other than accounts payable arising in the ordinary course of business under the administration and service agreement dated 1 April 2013 between VMA and Winwell Services Limited) on the other hand has been extinguished;

(k)	a copy of the duly executed Cleave-Cheng SPA;

(l)	evidence satisfactory to the Buyer that the entire issued share capital of Videotel Pte. Ltd. is fully paid up according to the Singapore corporate registry; and

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(m)	evidence satisfactory to the Buyer that all employment agreements between the Seller on the one hand and any member of the Target Group on the other hand have been terminated, together with a written acknowledgement from the Seller that he has no claim under any such employment agreement.

4.4	At Completion, the Seller shall and shall procure that his Associates shall pay all monies (if any) then owing by them to any member of the Target Group, whether due for payment or not.

4.5	At Completion, a board meeting of each member of the Target Group shall be duly convened and held at which, with effect from Completion:

(a)	the transfers referred to in clause 4.2(a) shall (subject to stamping) be approved and registered;

(b)	such persons as the Buyer may nominate shall be appointed as directors and as the secretary of each member of the Target Group and the resignations referred to in clause 4.2(d) shall be submitted and accepted.

4.6	At Completion, the Buyer shall deliver to the Seller the Tax Indemnity duly executed by the Buyer.

4.7	Upon Completion and simultaneously with the matters specified in clauses 4.2 to 4.5 the Buyer shall:

(a)	pay the Initial Payment (less amounts equal to the Escrow Sum and the Holdback Amount) by procuring the provision of the Undertakings Instruction to RSRB;

(b)	pay the Escrow Sum by telegraphic transfer into the Holding Account;

(c)	pay the Holdback Amount by telegraphic transfer into the Holding Account;

(d)	deliver to the Seller the duly executed bought notes in favour of the Seller in respect of all of the Shares; and

(e)	deliver to the Seller the duly executed Parent Company Acknowledgement.

4.8	The Buyer may in its absolute discretion waive any requirement contained in clauses 4.2 to 4.5 (inclusive).

4.9	Neither party shall be obliged to complete the purchase or sale (as the case may be) of any of the Shares unless the purchase and sale of all the Shares is completed simultaneously in accordance with such clauses and this agreement.

5.	POST-COMPLETION OBLIGATIONS

5.1

The Seller undertakes that, immediately following Completion until such time as the transfers of the Shares have been registered in the register of members of the Targets, the Seller will hold the Shares registered in his name on trust for and as nominee for the Buyer or its nominees and undertakes to hold all dividends and distributions and exercise all voting rights available in respect of the Shares in accordance with the directions of the Buyer or its nominees and if the Seller is in breach of the undertakings contained in this clause the Seller irrevocably authorises the Buyer to appoint some person or persons to execute all instruments or proxies (including consents to short notice) or other documents which the Buyer or its nominees may reasonably require and which may be necessary to enable the Buyer or its nominees to attend and vote at general meetings of the Targets and to do any thing or things necessary to give effect to the rights contained in this clause 5.1.

5.2	The Seller shall cause the audit of the Last Accounts by the Buyer’s Accountants to be completed and the relevant audit letter to be delivered to the Target Group as soon as practicable following Completion, but in any event no later than 21 July 2014.  For purposes of this agreement, notwithstanding anything to the contrary herein, on or after the date of such audit letter:

(a)	“Last Accounts” shall mean “the audited consolidated balance sheet of the Target Group as at the Last Accounts Date and the audited consolidated profit and loss account of the Target Group for the two-year period ending on such date, together with the auditor’s and the directors’ reports and notes thereon”;

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(b)	all references to “Last Accounts” in this agreement shall be construed accordingly; and

(c)	the copy of the audited Last Accounts shall be added to the disclosed unaudited Last Accounts attached to the Disclosure Letter.

5.3	At any time after Completion, the Seller at his own expense shall (and shall use his reasonable endeavours to procure that any necessary third party shall) sign and execute all such documents and do all such acts and things as are necessary for effectively vesting the Shares in the Buyer and otherwise giving the Buyer the full benefit of all the provisions of this agreement.

5.4	Each of the Seller and the Buyer shall bear fifty per cent of the stamp duty payable on the instruments of transfer and the bought and sold notes in respect of the Shares as contemplated by this agreement.

5.5

The Seller and the Buyer agree that the Buyer’s Solicitors shall submit to the Stamp Office the instruments of transfer and bought and sold notes referred to in clause 5.4, together with other documents required by the Stamp Office in relation to the transactions contemplated by this agreement as soon as practicable after Completion (but in any event within 30 days of Completion). The Buyer shall indemnify the Seller and hold him harmless in respect of any liability (including any fines, penalties or interest) arising from the Buyer’s failure to submit the relevant documents to the Stamp Office within 30 days of Completion. For the purpose of this clause 5.5, the Seller shall provide to the Buyer:

(a)	a copy of the memorandum and articles of association of SDL and VMA;

(b)	statements from SDL and VMA confirming that company has acquired landed property, rights to acquire landed property or investments;

(c)	the latest audited accounts for SDL and VMA;

(d)	certified management accounts of each Target made up to a date close to the date of Completion; and

(e)	certified copies of the resolutions of meetings of directors relating to dividends paid or payable during the period since the date of the latest audited accounts.

5.6

As soon as practicable (but in any event within 10 days) following receipt by the Buyer’s Solicitors of the definitive assessment from the Stamp Office with respect to the submission contemplated by clause 5.5, the Buyer and the Seller shall cause an amount equal to fifty per cent of the stamp duty adjudged payable with respect to the transactions under this agreement, to be released to the Buyer from the Escrow Account, which sum (the “Seller Stamp Duty Amount”) shall be paid by the Buyer’s Solicitors to the Stamp Office on behalf of the Seller, in discharge of the Seller’s obligation under clause 5.4. The Buyer shall procure the payment of the remaining fifty per cent to the Stamp Office at the same time, in discharge of its obligation under clause 5.4.

5.7	As soon as practicable following Completion, the Seller and the Buyer shall jointly instruct the Escrow Bank to open:

(a)	the Escrow Account on the terms and conditions of the Escrow Agreement; and

(b)	the Holdback Account on the terms and conditions of the Holdback Agreement.

5.8	The Buyer irrevocably undertakes, in favour of the Seller, upon being notified by the Escrow Bank of the opening of the Escrow Account, to procure the transfer of £2,865,100 from the Holding Account to the Escrow Account.

5.9	The Buyer irrevocably undertakes, in favour of the Seller, upon being notified by the Escrow Bank of the opening of the Holdback Account by the Escrow Bank, to procure the transfer of £1,000,000 from the Holding Account to the Holdback Account.

5.10	Until such time as the Escrow Account and Holdback Account are opened, the Buyer shall procure that:

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(a)	the monies standing to the balance of the Holding Account are held on trust for the joint benefit of the Seller and the Buyer; and

(b)	the Holding Account is operated in accordance with the provisions of Schedule 8 and Schedule 9 as if such Holding Account were the Escrow Account or the Holdback Account as the context determines.

6.	WARRANTIES

6.1	The Seller warrants to the Buyer that each Warranty and Tax Warranty is true and accurate and not misleading as at the date of this agreement, subject to:

(a)	any matter fairly disclosed in the Disclosure Letter;

(b)	the limitations and qualifications set out in this clause and Schedule 7; and

(c)	in relation to the Tax Warranties only, the limitations and qualifications set out in the Tax Indemnity.

6.2	Each Warranty and Tax Warranty made or given in respect of any Target shall be deemed to be a warranty of the Seller made or given in respect of each member of the Target Group and (unless the context or subject matter otherwise requires) the expression the “Target” in the Warranties and the Tax Warranties shall be construed accordingly.

6.3	Each Warranty and Tax Warranty shall be construed as a separate and independent warranty and, except where expressly stated, shall not be limited or restricted by reference to or inference from the terms of any other warranty or any other provision of this agreement.

6.4	The rights and remedies of the Buyer in respect of any breach of the Warranties or the Tax Warranties shall not be affected by completion of the purchase of the Shares, by any failure to exercise or delay in exercising any right or remedy or by any other event or matter whatsoever, except a specific and duly authorised written waiver or release expressly referring to such breach.

6.5

The Seller agrees with the Buyer to waive any claim or remedy or right which he may have in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by any member of the Target Group or a director, officer or employee of any member of the Target Group for the purpose of assisting the Seller in giving any warranty, representation, undertaking or covenant, in preparing the Disclosure Letter and in entering into this agreement or any agreement or document entered into pursuant to this agreement.

6.6

If any Warranty or Tax Warranty is qualified by the expression “so far as the Seller is aware” or “to the best of the knowledge, information and belief of the Seller” or words to such effect, such expression shall be deemed to refer to the actual knowledge, information or belief of the Seller, the Seller having made reasonable enquiries of the directors of the Target Group (including Newton Cheng), Somerton Consultancy Ltd (in its capacity as accountant to the UK Subsidiaries), Hoosang, Lyn, Li & Co. Ltd (in its capacity as auditors of the Targets) and BSL Public Housing Corporation (in its capacity as auditors of Videotel Pte. Ltd.).

6.7

Notwithstanding any other provisions of this agreement or any other agreement or document entered into pursuant to this agreement, none of the limitations contained in this clause 6, Schedule 7, the Tax Indemnity, the Disclosure Letter nor any statutory limitation shall apply to any claim for breach of the Warranties or the Tax Warranties where the fact, matter or circumstance giving rise to the claim arises as a result of fraud, wilful concealment or deliberate non-disclosure on the part the Seller, any member of the Target Group or any of their respective officers, employees or advisers.

6.8	If any amount is paid by the Seller in respect of a breach of any Warranty or Tax Warranty or otherwise pursuant to this agreement, the amount of such payment shall be deemed to constitute a reduction in the consideration payable under this agreement for the Shares to which the breach or other matter most relates.

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6.9	The Seller will indemnify the Buyer for any damages, losses, liabilities, proceedings and reasonably incurred costs and expenses in connection with any claims brought by employees of any Target Group Company or third parties with respect to Intellectual Property used in the Target Group’s business.

6.10

The Seller will indemnify the Buyer for any damages, losses, liabilities or proceedings relating or attributable to the period prior to the Completion, together with reasonably incurred costs and expenses, in connection with any claims, other than any Tax-Related Claims or any claims related to the termination, howsoever arising on or after Completion, of any engagement or employment (or any alleged engagement or employment), that may be brought by an individual who is not listed in the Disclosure Letter as an employee of a Target Group Company, but who is or was engaged in providing services to any Target Group Company whether under a formal consultancy agreement or otherwise (or who alleges to have been so engaged), and who alleges or is found to have been an employee of that Target Group Company during the period prior to the Completion.

7.1	For the purposes of this clause 7:

(a)	a customer of any Restricted Company; and/or

(b)	in negotiations or discussions with any Restricted Company in relation to the provision of any Restricted Services,

7.2

As the Seller, in the course of his employment, consultancy and/or directorship is likely to obtain knowledge of trade secrets and other confidential information of Restricted Companies from time to time and will have dealings with the customers and suppliers of Restricted Companies, and in order to protect such trade secrets and other confidential information and the goodwill of the Restricted Companies, the Seller hereby covenants with and undertakes to the Buyer and, on the same basis separately covenants with and undertakes with the Target as agent and trustee for each of the Restricted Companies, that, without prejudice to any other duty implied by Law, he will not directly or indirectly, either alone or jointly, at any time during the Protected Period (other than in the case of clauses 7.2(h), 7.2(i), 7.2(j) and 7.2(k) below which shall apply indefinitely following the Relevant Date):

(a)

be concerned (whether as a director, shareholder, partner, lender, proprietor, agent, consultant or otherwise) in any business which competes with any of the Restricted Companies in or in relation to any territory in which business was carried on by any of the Restricted Companies at the Relevant Date other than the Seller’s pre-existing role as Non-Executive Director of Paragon Shipping, Inc. and Chairman of the Cayman Islands Shipowners’ Advisory Council;

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(b)	be employed or engaged by any Restricted Client;

(c)	canvass or solicit or attempt to canvass or solicit business, orders or custom for Competing Services from any Restricted Client or interfere with or entice away or attempt to interfere with or entice away the custom or prospective custom of any Restricted Client with a view to providing any Competing Services to any Restricted Client in competition with any Restricted Company;

(d)	have any commercial dealings in respect of any Competing Services to or in relation to any Restricted Client otherwise than in relation to the Seller’s pre-existing role as Non-Executive Director of Paragon Shipping, Inc. and Chairman of the Cayman Islands Shipowners’ Advisory Council;

(e)

on his own account or for any other person, solicit or attempt to solicit the services of, or endeavour to entice away from any Restricted Company any Key Staff Member (whether or not such person would commit any breach of his contract of employment or engagement by reason of leaving the service of such company) provided that nothing shall give rise to any liability of the Seller in the event that any Key Staff Member undertakes such employment on their own initiative without inducement or encouragement by the Seller.

(f)	employ in any capacity or offer employment in any capacity to or enter into or offer to enter into business or partnership with any Key Staff Member provided that nothing shall give rise to any liability of the Seller in the event that any Key Staff Member undertakes such employment on their own initiative without inducement or encouragement by the Seller;

(g)	induce or attempt to induce any supplier of a Restricted Company to cease to supply, or to restrict or vary the terms of supply, to a Restricted Company;

(h)	represent himself or permit himself to be held out as being in any way connected with or interested (except as shareholder if that is the case) in the business of any Restricted Company;

(i)	use or allow to be used (except by a member of the Target Group) any trade name used by any member of the Target Group at the Relevant Date, or any other name calculated or likely to be confused with such a trade name;

(j)	except so far as may be required by Law, use or disclose to any person any confidential information of a technical, trade or other character which he has acquired in the course of or as a result of his directorship of or employment by a Restricted Company or his ownership of shares in the capital of a Restricted Company; or

(k)	act in any manner or make any public statement which is or is calculated to be prejudicial to the interests of a Restricted Company or its business.

7.3	The Seller shall not induce, procure or authorise any other person to do or procure to be done anything which if done by the Seller would be a breach of any of the provisions of clause 7.2.

7.4	The Seller, having obtained professional advice, acknowledges and agrees that the covenants contained in this clause 7 in favour of the Buyer and the Target Group are no more extensive than is reasonable to protect the legitimate interests of the Buyer and the Target Group.

7.5

Each of the restrictions contained in clause 7.2 shall be construed as a separate restriction and is considered reasonable by the parties but in the event that any such restriction shall be found to be void or for any reason unenforceable but would be valid and enforceable if some part thereof were deleted or the period or area of application reduced such restriction shall apply with such modification as may be necessary to make it valid and enforceable.

7.6	The Seller shall procure that each of his Associates shall comply with the provisions of this clause as if each such person were a party covenanting with the Buyer in place of the Seller.

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7.7

The Seller acknowledges that the Buyer is accepting the benefit of the covenants contained in this clause 7 both on its own behalf and on behalf of each member of the Buyer’s Group and the Target Group with the intention that the Buyer may claim against the Seller on behalf of any such person for loss sustained by that person as a result of any breach of any of the covenants contained in this clause.

8.1	The Seller shall not at any time after the date of Completion use or disclose or permit there to be disclosed any Confidential Business Information which he has or acquires, provided that this clause shall not apply if and to the extent that:

(a)	such Confidential Business Information has come into the public domain (other than as a result of breach of any obligation of confidence by the Seller or any of his Associates); or

(b)	any disclosure of such Confidential Business Information has been authorised in writing by the Buyer; or

(c)	disclosure of the Confidential Business Information concerned is required by Law or by any regulatory body.

8.2

The Seller shall not at any time after the date of Completion either as principal or partner, alone or jointly with, through or as manager, adviser, consultant or agent for any person or in any other capacity use any of the Target Intellectual Property Rights (in particular, but without limitation, any name including the words “Videotel”, “Videotel on Demand”, “Videotel Online Assessment” and webFTA”, or any similar words) or use anything which is intended, or is likely to be confused with any of the Target Intellectual Property Rights.

8.3	The Seller shall procure that each of his Associates shall comply with the provisions of this clause as if each such person were a party covenanting with the Buyer.

8.4	Notwithstanding anything to the contrary in this clause 8, nothing in this clause 8 shall prevent the Seller from carrying out his bona fide duties for and on behalf of the Target Group in accordance with the terms of an employment or consultancy agreement entered into between the Seller and the relevant member of the Target Group.

9.1	Subject to clause 9.2 and clause 9.3, the parties shall not make or authorise another person to make any public announcement concerning the terms of or any matters contemplated by or ancillary to this agreement without the prior written consent of all the other parties (such consent not to be unreasonably withheld or delayed).

9.2	A party may make or authorise an announcement if:

(a)	that party concludes in its reasonable discretion that the announcement is required by Law or regulation or any securities exchange or regulatory or governmental body or the rules and regulations thereof (whether or not such requirement has the force of Law); and

(b)	that party has consulted with and considered the reasonable comments of the other parties.

9.3	The parties agree to the release of the press announcement in the agreed form.

10.1

Except where this agreement provides otherwise, each party shall pay its own costs relating to or in connection with the negotiation, preparation, execution and performance by it of this agreement and of each agreement or document entered into pursuant to this agreement and the transactions contemplated by this agreement (including the due diligence exercise conducted prior to Completion). No such costs incurred by or on behalf of the Seller shall be charged to any member of the Target Group.

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10.2	No variation of this agreement or any agreement or document entered into pursuant to this agreement shall be valid unless it is in writing and signed by or on behalf of each of the parties.

10.3	No delay, indulgence or omission in exercising any right, power or remedy provided by this agreement or by Law shall operate to impair or be construed as a waiver of such right, power or remedy or of any other right, power or remedy.

10.4	No single or partial exercise or non-exercise of any right, power or remedy provided by this agreement or by Law shall preclude any other or further exercise of such right, power or remedy or of any other right, power or remedy.

10.5	The rights, powers and remedies of the parties provided by this agreement are cumulative and are not exclusive of any rights, powers and remedies provided by Law.

10.6	The provisions of this agreement insofar as they have not been performed at Completion shall remain in full force and effect notwithstanding Completion.

10.7	This agreement and each of the agreements and documents executed pursuant to this agreement shall be binding upon and enure for the benefit of the successors in title of the parties.

10.8	If any provision of this agreement is or becomes illegal, invalid or unenforceable under the Law of any jurisdiction, that shall not affect or impair:

(a)	the legality, validity or enforceability in that jurisdiction of any other provision of this agreement; or

(b)	the legality, validity or enforceability under the Law of any other jurisdiction of that or any other provision of this agreement.

10.9	Subject to the provisions of this clause 10, no person who is not a party to this agreement may enforce any term of this agreement.

10.10	Where a term of this agreement is expressed to be for the benefit of or confers a right on a member of the Buyer’s Group, other than the Buyer, (the “Third Party Rights”), such rights are enforceable by each such member of the Buyer’s Group.

10.11	The Buyer may, at its discretion, exercise the Third Party Rights on behalf of any relevant Buyer’s Group member as if the Buyer were such person.

10.12	All sums payable under this Agreement shall be paid without deduction, counterclaim, set off or withholding, except as may be required by law or as otherwise expressly stated in this Agreement.

10.13	The parties shall bear all costs relating to the Escrow Account and the Holdback Account in equal amounts.

11.1	Subject to clauses 11.2 and 11.3, no party may assign, transfer, charge, make the subject of a trust or deal in any other manner with any of its rights under it or purport to do any of the same nor sub-contract any or all of its obligations under this agreement without the prior written consent of all of the other parties.

11.2	Notwithstanding clause 11.1, the Buyer shall be entitled to assign its rights under this agreement and/or any agreement or document entered into pursuant to this agreement to:

(a)	any member of the Buyer’s Group provided that the Buyer shall procure that any such company to whom it assigns any of its rights under this clause shall re-assign all such rights to the Buyer immediately prior to its ceasing to be a member of the Buyer’s Group; or

(b)	any parent undertaking of the Target on or following a change of control of the Target,

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11.3	Notwithstanding clause 11.1, the Buyer may assign by way of security all or any of its rights under this agreement and/or any agreement or document entered into pursuant to this agreement to any bank and/or any financial institution lending money or making banking facilities available to the Buyer.

13.1

Any notice given under this agreement shall be in writing and signed by or on behalf of the party giving it and may be served by delivering it by hand or sending it by internationally recognized courier (for which a signed acknowledgement of receipt is give) or by fax to the party due to receive it, at the address or fax number set out below or to such other address or fax number as are last notified in writing to the parties:

(a)	in case of the Buyer:

Address:	50 Enterprise Center

Fax Number:	+1 401 849 0045

Attention:	Felise Feingold

(b)	in case of the Seller:

Address:	A1, 16/F, Flora Garden

13.2	Subject to clause 13.3, in the absence of evidence of earlier receipt, any notice given pursuant to this clause shall be deemed to have been received:

(a)	if delivered by hand, at the time of actual delivery to the address referred to in clause 13.1;

(b)	if delivered by courier, the date stated on the signed acknowledgement of receipt; and

(c)	if sent by fax, at the time of completion of transmission.

13.3	If deemed receipt under clause 13.2 occurs before 9.00 am on a Business Day, the notice shall be deemed to have been received at 9.00 am on that day. If deemed receipt occurs on any day which is not a Business Day or after 5.00 pm on a Business Day the notice shall be deemed to have been received at 9.00 am on the next Business Day.

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15.1	This agreement shall be governed by and construed in accordance with laws of England and Wales.

15.2	Each party irrevocably agrees to submit to the exclusive jurisdiction of the English courts, in relation to any claim or matter arising under or in connection with this agreement (or any agreement or document entered into pursuant to this agreement), including any non-contractual claims or matters.

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1.	For the purposes of this Schedule:

2.	Within 2 months after the date of Completion, the Buyer shall prepare (or shall procure that the Buyer’s Accountants shall prepare) a draft of the Completion Accounts and a draft of the Statement of Net Assets and submit both for approval to the Seller.

3.	The Completion Accounts and the Statement of Net Assets shall be prepared:

(a)	on the basis of the accounting principles, policies, bases, practices used in preparing the Pro Forma Statement of Net Assets and audit adjustments;

(b)	after making the following adjustments:

(i)	fixed assets shall be valued at net book value;

(ii)	all cash shall be valued at £ 697,000;

(iii)	all intangible assets shall be valued at nil;

(iv)	all goodwill shall be valued at nil;

(v)	full provision shall be made against all agreed bad and doubtful debtors;

(vi)	full provision shall be made for deferred tax;

(vii)	full provision shall be made for any liabilities of any member of the Target Group;

(viii)	dividends payable and customer deposits shall be valued at nil; and

(ix)	any shareholder or director related amounts due shall be valued at nil.

(c)	subject to paragraph (a) above and subject to the adjustments referred to in paragraph (a) above, in accordance with UK GAAP as at the date of Completion;

(d)	having due regard to all matters set out or referred to in the Disclosure Letter insofar as the same discloses any liability (actual or contingent) which ought properly to be provided for in the Completion Accounts; and

(e)	subject to the preceding provisions of this paragraph 3 and in so far as not inconsistent therewith, in a manner consistent with the procedures and policies, bases and methods of valuation adopted in the preparation of the Last Accounts.

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4.	Within 60 Business Days of the receipt by the Seller of the draft Completion Accounts and the draft Statement of Net Assets, the Seller shall inform the Buyer in writing whether or not he accepts the draft Completion Accounts and the draft Statement of Net Assets and, if not, shall specify in writing the amount and nature of any item which he does not accept.

5.	If the Seller confirms in writing that he accepts the draft Completion Accounts and the draft Statement of Net Assets, or if he fails to inform the Buyer within 20 Business Days of receipt whether or not he accepts the draft Completion Accounts and the draft Statement of Net Assets, such drafts shall be the Completion Accounts and Statement of Net Assets for the purposes of this Schedule.

6.

If the Seller informs the Buyer, in accordance with paragraph 4, that he does not accept the draft Completion Accounts and the draft Statement of Net Assets, the Seller and the Buyer shall hold discussions in good faith with a view to agreeing any particular item in relation to the Completion Accounts or the Statement of Net Assets the amount and nature of which has been specified by the Seller in accordance with paragraph 4. If such agreement is reached and is confirmed in writing by the parties, it shall be final and binding on the parties but without prejudice to the Buyer’s right to claim under the Warranties, Schedule 6 or otherwise in respect of any matter.

7.

Any dispute about the draft Completion Accounts and the draft Statement of Net Assets which remains unresolved 30 Business Days after receipt by the Seller of the draft Completion Accounts and the draft Statement of Net Assets shall, at the request of either the Buyer or the Seller, be referred for final determination to an independent firm of certified public accountants nominated jointly by the Buyer and the Seller or, failing such nomination within 10 Business Days after a request by either the Buyer or the Seller, such firm shall be nominated at the request of either the Buyer or the Seller by the President for the time being of the Hong Kong Institute of Certified Public Accountants. Such independent firm shall act as experts and not as arbitrators and (in the absence of manifest error) its decisions (both as to the manner in which its determination is to be made and as to the subject matter of its determination) shall be final and binding on the parties but shall be without prejudice to the Buyer’s right to claim under the Warranties, Schedule 6 or otherwise in respect of any matter.

8.

All costs incurred by the Seller in reviewing and agreeing the Completion Accounts and the Statement of Net Assets shall be borne by the Seller and all such costs incurred by the Buyer shall be borne by the Buyer. The fees of such independent firm shall be payable by the Buyer and the Seller in such proportions as such independent firm determines (or failing such determination equally by the Seller on the one hand and the Buyer on the other hand).

9.

Each party will co-operate fully with the others and, if applicable, with the independent firm appointed under paragraph 7 (including giving all reasonable access to records, information, and to personnel) with a view to enabling the draft Completion Accounts and the draft Statement of Net Assets to be prepared and subsequently discussed and, if applicable, with a view to enabling any such independent firm to make any determination required by paragraph 7, and in particular the Buyer shall procure that the Target Group shall permit the Seller and their advisers (and, if applicable, such independent firm) to have reasonable access to, and (where reasonable) at their own cost to take copies of any records or information belonging to the Target Group which the Seller may reasonably require for the purpose of reviewing the draft Completion Accounts and the draft Statement of Net Assets.

10.	Within 5 Business Days of the agreement or determination of the Completion Accounts and the Statement of Net Assets pursuant to this Schedule:

(f)	if the Net Assets exceed (i.e. is more positive, or less negative than) (minus) £1,160,000, the full amount of any such excess shall be paid by or on behalf of the Buyer to the Seller; or

(g)	if the Net Assets are less than (i.e. is more negative than) (minus) £1,160,000, the full amount of any such shortfall shall be paid by or on behalf of the Seller to the Buyer from the funds standing to the credit of the Escrow Account (in so far as there are sufficient funds standing to the credit of the Escrow Account).

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11.

Within 10 days of the first anniversary of the date of Completion, the Buyer shall prepare (or shall procure that the Buyer’s Accountants shall prepare) a statement showing the amount of the Receivables (as shown in the Statement of Net Assets agreed in accordance with Part 1 of this Schedule 5) which have been written-off in the ordinary course of business (less any provisions for all agreed bad and doubtful debtors (as referred to in paragraph 3(b)(v) of this Schedule 5) during the twelve month period following the date of Completion (the “Post-Completion Write-Off”).

12.	Within 5 Business Days of the agreement or determination of the Post-Completion Write-Off pursuant to this Schedule 5 if the Post-Completion Write-Off exceeds £200,000, the amount of any such excess shall be paid by or on behalf of the Buyer to the Seller.

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1.	Within the last 5 years, the Target has complied with relevant legal requirements for Taxation purposes in all material respects.

2.	The Target has paid or accounted for all Taxation (if any) due to be paid or accounted for by it, and has filed returns which ought to have been filed by it for Taxation purposes, within the past 4 years on a timely basis.

3.

All notices, returns, reports, accounts, computations, statements, assessments, registrations and any other necessary information submitted by the Target to any Tax Authority for the purposes of Taxation within the past 5 years have been made on a proper basis, were submitted within applicable time limits and, so far as the Seller is aware, were accurate and complete when submitted and remain accurate and complete in all material respects. So far as the Seller is aware, none of the above is, or is likely to be, the subject of any dispute with any Tax Authority.

4.

There is no dispute or disagreement outstanding nor is any contemplated by the Seller as at the date of this Agreement with the Hong Kong Inland Revenue Department or any other Tax Authority regarding liability or potential liability for any Tax (including in each case penalties or interest) recoverable from the Target or regarding the availability of any relief from Tax to the Target, and so far as the Seller is aware there are no circumstances which make it likely that any such dispute or disagreement will commence.

5.	The Target has not, within the past 12 months, been subject to any visit, audit, investigation, discovery or access order by any Tax Authority, and so far as the Seller is aware there are no circumstances existing which make it likely that a visit, audit, investigation, discovery or access order will be made in the next 12 months.

6.	Within the last 5 years, the Target has, within applicable time periods, maintained all records in relation to Taxation as it is required to maintain.

7.	Within the last 5 years, the Target has complied within applicable time limits with all notices serviced on them and any other requirements lawfully made of them by any Tax Authority.

8.	Within the last 5 years, the Target has not received from any Tax Authority (and has not subsequently repaid to or settled with that Tax Authority) any payment to which it was not entitled, or any notice in which, so far as the Seller is aware, its liability to Taxation was understated.

9.	The Target has not paid or become liable to pay any penalty, fine, surcharge or interest in relation to Tax in the 5 year period prior to the date hereof, and so far as the Seller is aware there are no circumstances which make it likely that the Target will become liable to pay any penalty, fine, surcharge or interests in relation to Tax.

10.	The Target has complied with all requirements to deduct or withhold Taxation from any payments it has made in the 5 year period prior to the date hereof and has accounted in full to the appropriate authorities for all amounts so deducted or withheld.

11.	During the 5 year period prior to the date hereof the Target has not engaged in or been a party to any transaction which is artificial or fictitious or any transaction or series of transactions or scheme or arrangement the main or dominant purpose of which was the avoidance of the Tax liability of the Target or which contravened or contravenes any Taxation Statute.

12.	The Target has duly submitted all claims, disclaimers and elections the making of which have been assumed for the purposes of the Last Accounts.

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13.	Within the last 5 years, the Target has not made to any person (including any Tax Authority) any payment in respect of any liability to Taxation which is primarily or directly chargeable against, or attributable to, any other person (other than the Target or any other member of the Target Group).

14.

The Last Accounts of the Target make proper provision or reserve in accordance with UK GAAP for any period ending on or before the date to which they were drawn up for all Taxation assessed or liable to be assessed on the Target or for which the Target is accountable at that date, whether or not such member has (or may have) the right to reimbursement against any other person. Proper provision has been made and shown in the Last Accounts for deferred taxation in accordance with UK GAAP.

15.	All transactions and other dealings within the past 5 years between the Target on the one hand and any non-resident person with which it does business and with whom it is closely connected pursuant to Section 20 to 20B of the Inland Revenue Ordinance on the other, have been conducted at arm’s length.

16.	Any document that may be necessary in proving the title of the Target to any asset which is owned by the Target at Completion, and each document which the Target is required to enforce or produce in evidence, which is subject to stamp duty is duly stamped for stamp duty purposes. No such documents which are outside Hong Kong would attract stamp duty if they were brought into Hong Kong.

17.	Neither entering into this agreement nor Completion will result in the withdrawal of a stamp duty relief granted to the Target on or before Completion.

18.	The Target has complied with all its obligations in respect of salaries tax and has complied with all its reporting, accounting and payment obligations to the relevant authorities in connection with payments (including notional payments) and benefits provided for its employees (including former employees) of the Target or others.

19.	The Target will not be liable after Completion to account for salaries tax in respect of, or in consequence of any event occurring in relation to, any shares, securities or options over or interests in any shares or securities of the Target held before Completion by any employee or director or former employee or director of the Target or any person associated with any of them.

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1.1

The Seller shall not be liable for in respect of any Claim, Tax-Related Claim or Independent Indemnity Claim unless, subject to paragraph 1.2, the Buyer gives to the Seller written notification of the particulars of such claim specifying in reasonable detail the nature of the Claim, Tax-Related Claim or Independent Indemnity Claim and if practicable, an estimate of the amount claimed and including copies of all relevant documentation excluding that which attracts legal privilege in any claim against the Seller and in any event:

(a)	in the case of a Claim (excluding any Claim in respect of the Fundamental Warranties), Tax-Related Claim or Independent Indemnity Claim, before the Payment Date;

(b)	in the case of a Claim in respect of the Fundamental Warranties, before the end of the relevant statutory limitation period.

1.2

Any Claim, Tax-Related Claim or Independent Indemnity Claim shall (if not previously satisfied, withdrawn or settled) be deemed to have been withdrawn and waived by the Buyer unless legal proceedings in respect of such Claim, Tax-Related Claim or Independent Indemnity Claim have been commenced (by being both issued and served on the relevant parties) within 6 months of the notification of such Claim, Tax-Related Claim or Independent Indemnity Claim to the Seller pursuant to paragraph 1.1 of this Schedule, provided that such 6 month period shall not exceed the three month period immediately following the relevant period set out in 1.1 above.

2.1	Subject to clause 2.2 below, the aggregate liability of the Seller in respect of all Claims (other than any Claim in respect of the Fundamental Warranties) in connection with the terms of this agreement shall not in any circumstances exceed the Escrow Sum.

2.2	The aggregate liability of the Seller for a Claim in respect of the Fundamental Warranties shall not in any circumstances, exceed the total amount of consideration received by him under the terms of this agreement less the aggregate amount of any Claims referred to under paragraph 2.1 above.

2.3	The Seller shall not be liable in respect of any Claim (other than a Claim in respect of the Fundamental Warranties):

(a)	unless the amount of the liability of the Seller for such Claim exceeds £100,000 (in which event, subject to paragraph 2.3(b) below, the Seller shall be liable for the whole amount of such Claim and not only the excess over such amount); and

(b)	unless the aggregate amount of the liability of the Seller for all such Claims exceeds £300,000 (in which event, the Seller shall be liable for the whole amount of such Claims and not only the excess over such amount).

3.	ESCROW ACCOUNT

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4.	NO DOUBLE COUNTING

5.	THIRD PARTY RECOVERIES

5.1	The Seller shall not be liable for any Claim, Tax-Related Claim or Independent Indemnity Claim:

(a)	to the extent that recovery is made by the Buyer or any member of the Buyer’s Group under any policy of insurance; or

(b)	to the extent that the Buyer or any member of the Buyer’s Group or those deriving title from the Buyer have already obtained reimbursement or restitution in respect of such claim from any third party.

5.2

If the Seller pays to the Buyer an amount in respect of any Claim, Tax-Related Claim or Independent Indemnity Claim and the Buyer or any member of the Buyer’s Group subsequently recovers from a third party (including, without limitation, any insurer or any Tax Authority) a sum which is referable to that claim, the Buyer shall repay to the Seller so much of the amount originally paid by the Seller as does not exceed the sum recovered from the third party after deduction of all the reasonable costs and expenses of recovery incurred.

6.	ACTS OF THE BUYER, CHANGES IN LEGISLATION, ETC

(a)	any breach by the Buyer of any of its obligations under this agreement;

(b)	such claim would not have arisen but for any transaction, arrangement, act or omission (or any combination of the same) carried out or effected at any time after Completion by the Buyer or any member of the Buyer’s Group outside the ordinary course of its business;

(c)	the enactment of any legislation with retrospective effect;

(d)	a judgment or change in the interpretation or application of any Law or of any ruling or practice of any administrative authority (including Tax Authorities);

(e)	the liability arises out of any act, transaction or omission authorized by or carried out at the request of the Buyer or any member of the Buyer’s Group; and/or

(f)	any penalties, charges or interest arising directly or indirectly from any transaction or omission of the Buyer or the Target Group after Completion.

7.	ACCOUNTING

8.	REDUCTION IN CONSIDERATION

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9.	NO TERMINATION OR RESCISSION

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2.1	The Seller Stamp Duty Amount shall be released to the Buyer in accordance with clause 5.6 of this agreement.

2.2	Subject to paragraphs 4.4 and 4.5, all sums standing to the credit of the Escrow Account shall be released to the Seller on the Payment Date.

2.3

If, at any time before the Payment Date, the Buyer has notified any Claim in writing to the Seller and such Claim is Finally Determined before the Payment Date, an amount equal to the amount determined to be payable to the Buyer in relation to such Claim (if any) together with interest accrued on such amount since Completion (net of any Taxation required by law to be withheld from such interest) shall be released to the Buyer as soon as possible.

2.4

If, at any time before the Payment Date, the Buyer has notified any Claim in writing to the Seller, the Retained Amount in relation to any such Claim (except to the extent that such Claim has been Finally Determined and any sums payable in relation to such Claim has been paid in full before the Payment Date) shall be retained in the Escrow Account and the balance (if any) shall be released to the Seller on the Payment Date.

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2.5

Upon any Claim referred to in paragraph 4.4 being Finally Determined on or after the Payment Date, an amount equal to the amount (if any) determined to be payable to the Buyer in relation to such Claim together with interest accrued on such amount since Completion (net of any Taxation required by law to be withheld from such interest) shall be released to the Buyer (in so far as there are sufficient funds standing to the credit of the Escrow Account) and:

(a)	if any Claim remains outstanding, the Retained Amount in relation to such outstanding Claim or Claims shall be retained in the Escrow Account and the balance (if any) shall be released to the Seller (net of any Taxation required by law to be withheld from interest on the balance); or

(b)	if no Claim remains outstanding, all sums standing to the credit of the Escrow Account (if any) shall be released to the Seller (net of any Taxation required by law to be withheld from interest on those sums).

5.1	Subject to paragraph 5.2, in relation to any Claim or Claims, the Retained Amount shall be whichever is the lesser of:

(b)	a sum equal to the aggregate amount of such Claim or Claims plus all interest accrued on such aggregate amount since Completion.

5.2	In the event of a dispute as to the calculation of the Retained Amount the Seller or the Buyer may refer the dispute for determination by the Independent Expert in accordance with paragraph 6. The Retained Amount shall be the amount so determined by the Independent Expert.

6.1

The disputes referred to in paragraph 5.2 shall be decided by an independent Counsel of at least 7 years standing with commercial expertise (“Independent Expert”) nominated jointly by the Buyer and the Seller or, failing such nomination within 10 Business Days of notification of the relevant dispute, at the request of either party, by the Chairman for the time being of the Hong Kong Bar Association.

6.2

The Independent Expert shall be instructed by the Buyer and the Seller to act as an expert and not as an arbitrator and to reach a decision, a written copy of which shall be sent to the Buyer and Seller within 20 Business Days of his nomination or appointment. Subject to the Independent Expert agreeing to comply with such confidentiality undertakings as the Buyer may reasonably require, the Buyer shall provide the Independent Expert with such documents and other information in the possession of the Buyer or the Target Group as the Independent Expert may reasonably request for the purpose of making his determination. In the absence of manifest error, his decision shall be final and binding on the parties who shall pay his costs as he directs or, in the absence of any such direction, such costs shall be divided equally between the parties.

6.3	For the avoidance of doubt, no Claim shall be (or be deemed to be) Finally Determined by the Independent Expert unless otherwise agreed between the parties.

7.1	For the purposes of this Schedule a Claim will be deemed to have been withdrawn (and therefore Finally Determined for the purposes of paragraph 4.4) unless proceedings in respect of such Claim have been commenced in accordance with paragraph 1.2 of Schedule 7.

7.2	The payment of any sum to the Buyer pursuant to this Schedule in or towards satisfaction of any Claim shall in no way prejudice or affect any other rights or remedies of the Buyer for the purpose of recovering any amount due to the Buyer.

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1.1	The Seller and the Buyer agree that the Holdback Account shall be operated in accordance with the provisions of this Schedule and the Holdback Agreement. The Holdback Amount shall be retained in the Holdback Account and shall only be released in accordance with the provisions of this Schedule.

1.2	The Seller and the Buyer shall give such instructions to the Escrow Bank from time to time as may be necessary to enable them to operate the Holdback Account in accordance with the provisions of this Schedule. The Seller and the Buyer irrevocably authorise and instruct the Escrow Bank to operate the Holdback Account in accordance with the Holdback Agreement.

3.1	Subject to paragraphs 3.2 and 3.3 below, the Seller and the Buyer shall instruct the Escrow Bank to pay to the Seller the balance standing to the credit of the Holdback Account on the second anniversary of Completion provided that the Seller is, at that date, an employee of a Buyer’s Group Company (including any Target Group Company).

3.2	If at any time prior to the second anniversary of Completion, the Seller is a Bad Leaver, the full amount standing to the credit of the Holdback Account shall be paid to the Buyer.

3.3	If at any time prior to or on the second anniversary of Completion, the Seller is a Good Leaver, the full amount standing to the credit of the Holdback Account shall be paid to the Seller.

3.4	For the purpose of this Schedule 9:

(a)	The Seller will be a ‘Good Leaver’ where he ceases to be an employee of a Buyer Group Company (including any Target Group Company) otherwise than as a Bad Leaver including, but not limited to, by reason of his death, disability, mental or physical incapacity, redundancy, constructive, unfair or wrongful dismissal; and

(b)	The Seller will be a ‘Bad Leaver’ where he ceases to be an employee of a Buyer Group Company (including any Target Group Company) (i) for cause or (ii) following notice of termination of employment being served by the Seller other than under circumstances where the Seller is deemed to be a Good Leaver.

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1.01	Defined Terms.

1.02	Other Interpretive Provisions.

1.03	Accounting Terms.

1.04	Rounding.

1.05	Times of Day.

2.01	Loans.

2.02	Borrowings, Conversions and Continuations of Loans.

2.03	Intentionally Omitted.

2.04	Prepayments.

2.05	Termination or Reduction of Commitments.

2.06	Repayment of Loans.

2.07	Interest and Default Rate.

2.08	Fees.

2.09	Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate.

2.10	Evidence of Debt.

2.11	Payments Generally; Administrative Agent’s Clawback.

2.12	Sharing of Payments by Lenders.

2.13	Intentionally Omitted.

2.14	Defaulting Lenders.

3.01	Taxes.

3.02	Illegality.

3.03	Inability to Determine Rates.

3.04	Increased Costs.

3.05	Compensation for Losses.

3.06	Mitigation Obligations; Replacement of Lenders.

3.07	Survival.

4.01	Conditions of Initial Credit Extension.

4.02	Conditions to all Credit Extensions.

5.01	Existence, Qualification and Power.

5.02	Authorization; No Contravention.

5.03	Governmental Authorization; Other Consents.

5.04	Binding Effect.

5.05	Financial Statements; No Material Adverse Effect.

5.06	Litigation.

5.07	No Default.

5.08	Ownership of Property.

5.09	Environmental Compliance.

5.10	Insurance.

5.11	Taxes.

5.12	ERISA Compliance.

5.13	Margin Regulations; Investment Company Act.

5.14	Disclosure.

5.15	Compliance with Laws.

5.16	Solvency.

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5.17	Casualty, Etc.

5.18	Labor Matters.

5.19	Authorized Officers.

5.20	Subsidiaries; Equity Interests; Loan Parties.

5.21	Collateral Representations.

6.01	Financial Statements.

6.02	Certificates; Other Information.

6.03	Notices.

6.04	Payment of Obligations.

6.05	Preservation of Existence, Etc.

6.06	Maintenance of Properties.

6.07	Maintenance of Insurance.

6.08	Compliance with Laws.

6.09	Books and Records.

6.10	Inspection Rights.

6.11	Use of Proceeds.

6.12	Compliance with Environmental Laws.

6.13	Intentionally Omitted.

6.14	Material Contracts.

6.15	Covenant to Guarantee Obligations.

6.16	Covenant to Give Security.

6.17	Further Assurances.

7.01	Liens.

7.02	Indebtedness.

7.03	Investments.

7.04	Fundamental Changes.

7.05	Dispositions.

7.06	Restricted Payments.

7.07	Change in Nature of Business.

7.08	Transactions with Affiliates.

7.09	Burdensome Agreements.

7.10	Use of Proceeds.

7.11	Financial Covenants.

7.12	Amendments of Organization Documents; Fiscal Year; Legal Name, State of Formation and Form of Entity.

7.13	Accounting Changes.

7.14	Account Control Agreements; Additional Bank Accounts.

7.15	Sale and Leaseback Transactions.

8.01	Events of Default.

8.02	Remedies upon Event of Default.

8.03	Application of Funds.

9.01	Appointment and Authority.

9.02	Rights as a Lender.

9.03	Exculpatory Provisions.

9.04	Reliance by Administrative Agent.

9.05	Delegation of Duties.

9.06	Resignation of Administrative Agent.

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9.07	Non-Reliance on Administrative Agent and Other Lenders.

9.08	No Other Duties, Etc.

9.09	Administrative Agent May File Proofs of Claim; Credit Bidding.

9.10	Collateral and Guaranty Matters

9.11	Secured Cash Management Agreements and Secured Hedge Agreements.

10.01	Guaranty.

10.02	Rights of Lenders.

10.03	Certain Waivers.

10.04	Obligations Independent.

10.05	Subrogation.

10.06	Termination; Reinstatement.

10.07	Stay of Acceleration.

10.08	Condition of Borrower.

10.09	Appointment of Borrower.

10.10	Right of Contribution.

11.01	Amendments, Etc.

11.02	Notices; Effectiveness; Electronic Communications.

11.03	No Waiver; Cumulative Remedies; Enforcement.

11.04	Expenses; Indemnity; Damage Waiver.

11.05	Payments Set Aside.

11.06	Successors and Assigns.

11.07	Treatment of Certain Information; Confidentiality.

11.08	Right of Setoff.

11.09	Interest Rate Limitation.

11.10	Counterparts; Integration; Effectiveness.

11.11	Survival of Representations and Warranties.

11.12	Severability.

11.13	Replacement of Lenders.

11.14	Governing Law; Jurisdiction; Etc.

11.15	Waiver of Jury Trial.

11.16	Subordination.

11.17	No Advisory or Fiduciary Responsibility.

11.18	Electronic Execution of Assignments and Certain Other Documents.

11.19	USA PATRIOT Act Notice.

11.20	ENTIRE AGREEMENT.

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Schedule 5.20(a)	Subsidiaries, Joint Ventures, Partnerships and Other Equity Investments

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7.12	Amendments of Organization Documents; Fiscal Year; Legal Name, State of Formation and Form of Entity.

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