definiens: means the audited consolidated accounts of the Company and its subsidiary undertakings comprising, inter alia, the audited consolidated balance sheet as at the Accounts Date and the audited consolidated profit and loss account for theperiod ended on the Accounts Date, the notes and the cash flow statement relating thereto and the reports of the directors andauditors thereon ; means the requirements of the Companies Act and other relevant English law statutes, Statements of Standard Accounting Practice, Financial Reporting Standards, Statements of Recommended Practice andabstracts of the Urgent Issues Task Force issued or adopted by The Accounting Standards Board Limited, any otherrequirement of a United Kingdom accounting body having mandatory effect and other generally accepted accountingprinciples and practices in the United Kingdom ; means 31 May 2009 ; means the Disclosure Letter, this agreement and any documents entered into pursuant to thisagreement ; 2 means any activity, operation or process, act or omission carried out or made by or on behalf of the Companyor for which the Company may have any liability ; means all the Vendors save for the Warrantors and the Corporate Vendors ; means the personal guarantee provided by Ian Shott to Barclays Bank plc on or about 24 December2009 ; means a day other than a Saturday, Sunday or public holiday on which banks are open for commercialbusiness in the City of London ; means all Intellectual Property used by the Company or the Subsidiary in, or inconnection with, their businesses ; means the Companies Act 2006 ; means the following amounts owed by members of the Group to the respective lenders set out below : Ian Shott : £ 684,346.85 North East Regional Investment Fund Three Limited : £ 83,085.40 ; means the performance of all the obligations of the parties to this agreement set out in clause 0 ; means the accounts to be prepared and agreed, deemed agreed or determined in accordance withschedule 7 ; means minutes of meetings of the boards of directors of the Company and the Subsidiary inthe agreed form ; means the date of this agreement ; has the meaning given to clause 0 ; means the computer systems used by or for the benefit of the Company or the Subsidiary at any time, or computer processors, associated and peripheral equipment, computer programs, technical and other documentation anddata entered into or created by the foregoing from time to time ; means information ( however stored ) relating to or connected with the business, customers orfinancial or other affairs of the Company or the Subsidiary details of which are not in the public domain including, withoutlimitation, information concerning or relating to : ( a)the Business Intellectual Property and any other property of the Company or the Subsidiary in thenature of intellectual property ; ( b)any technical processes, future projects, business development or planning, commercial relationshipsand negotiations ; and ( c)the marketing of goods or services including, without limitation, customer, client and supplier lists, price lists, sales targets, sales statistics, market share statistics, market research reports and surveys andadvertising or other promotional materials and details of contractual arrangements and any othermatters concerning the clients or customers of or other persons having dealings with the Company orthe Subsidiary ; means the consideration for the Shares set out in clause 0 ; the consultancy agreement to be entered into between the Company and Ian Shott ; means Endless and Northstar ; means the electronic data room made available to the Purchaser and its advisers, the index to which is inagreed form ; means specifically disclosed to the Purchaser in the Disclosure Letter, with sufficient clarity and detail to enablea reasonable purchaser to identify clearly and accurately the nature, scope and effect of the matter disclosed ; 3 means the letter of even date with this agreement from the Vendors to the Purchaser relating to theWarranties together with any documents annexed to it ; the service agreements in agreed form to be entered into between the Company and each ofPaul Ryan Dave Rowles, Dave Parry, Mark Milligan, Gareth Jenkins and Dave Shepard respectively ; means a mortgage, charge, pledge, lien, option, restriction, equity, right to acquire, right of pre - emption, third party right or interest, other encumbrance or security interest of any kind or any other type of preferential arrangement(including, without limitation, a title transfer and retention arrangement ) having similar effect ; means Endless ( No . 6 ) LLP, further details of which are set out in schedule 1 ; means any and all living organisms or ecosystems ( including, without limitation man, flora and fauna ), andthe media of air ( including without limitation, air within buildings, other man - made structures and natural structures aboveor below ground ), water ( including without limitation controlled waters as defined in section 104 ( 1 ) of the Water ResourcesAct 1991, and water within drains and sewers ), and land ( including without limitation buildings and other man - madestructures above or below ground ) ; means any consents, approvals, permits, licences, certificates, orders, filings, authorisations, exemptions, registrations, permissions, reporting or notice requirements and any related agreement required under anyEnvironmental Law ; means all applicable directives or regulations, statutes or subordinate legislation, civil or commonlaw, all orders, judgments, notices, ordinances, decrees or regulatory codes of practice, circulars, guidance notes andequivalent controls which have as a purpose or effect the protection of, or prevention of harm to, human health or theEnvironment, or which relate to health and safety or compensation for harm ; means the interest bearing joint account to be opened with National Westminster Bank PLC in the nameof the Vendors ' Solicitors and the Purchaser 's Solicitors and to be operated in accordance with clause 0 and the EscrowAccount Letter ; means the joint letter of instruction from the Warrantors and the Purchaser to the Vendors'Solicitors and the Purchaser 's Solicitors in relation to the Escrow Account in the agreed form ; means £ 1,000,000 and after Completion, the balance of such sum held in the Escrow Accounts for the timebeing after any payments made from such account in accordance with the terms of this Agreement and deduction of anybank charges debited to the Escrow Account ; has the meaning given in part 2 of schedule 7 ; means Financial Services and Markets Act 2000 ; means the Company and its subsidiary undertakings from time to time and references to a or a shall be construed accordingly ; means the Company and the Subsidiary ; means any natural or artificial substance ( whether solid, liquid or a gas ), noise, ion, vapour, electromagnetic charge or radiation, and whether alone or in combination which is capable of causing harm to or having adeleterious effect on the Environment, or of being a nuisance, or which restricts or makes more costly the use, development, ownership or occupation of the Property or any controlled, special, hazardous, polluting, toxic or dangerous substance orwaste ; includes patents, inventions, know - how, trade secrets and other confidential information, registereddesigns, copyrights, data, database rights, design rights, rights affording equivalent protection to copyright, database rightsand design rights, semiconductor topography rights, trade marks, service marks, logos, domain names, business names, tradenames, moral rights, and all registrations or applications to register any of the aforesaid items, rights in the nature of any ofthe aforesaid items in any country or jurisdiction, rights in the nature of unfair competition rights and rights to sue forpassing - off ; means an amount equal to £ 1,000,000 less any and all amounts paid to the Purchaser from the EscrowAccount in accordance with clauses 0 and/or 0 ; 4 means the unaudited consolidated balance sheet and profit and loss account of the Company andits subsidiary undertakings in the agreed form as at and for the period ended 31 January 2010 ; means the amount of cash plus trade debtors plus other debtors plus prepayments plusstock and inventory less trade creditors less other creditors less non - debt other accrued liabilities less current liabilities ofthe Company and the Subsidiary as derived from the Completion Accounts in accordance with schedule 7 ; means the North East Co Investment Fund Limited Partnership further details of which are set out in schedule 1 ; means the freehold land and premises described in schedule 6 and any part or parts thereof ; means the Purchaser and any parent undertaking or subsidiary undertaking of the Purchaser ( suchterms being construed in accordance with section 1162 of the Companies Act ) ; means DLA Piper UK LLP of Princes Exchange, Princes Square, Leeds LS1 4BY ; means any claim by the Purchaser against any Vendor arising under the terms of this Agreement ( which, for the purposes of clauses 0 to 0 only ) the Purchaser, acting reasonably, believes is a bona fide claim ) ; means the proportions set out in column 5 of schedule 1 ; means the representations and warranties contained in clause 0 and schedule 3 ; means the 9,022,170 issued and allotted ordinary shares of £ 0.10 each of the Company and the 2,400,000 B sharesof £ 0.10 each of the Company comprising the whole of the issued share capital of the Company ; means the following : ( a)agreement dated 16 March 1981 between Delyn Borough Council and Palmer Research Limited ; ( b)agreement dated 19 August 1987 between Delyn Borough Council and Johnson Matthey ChemicalsLimited ; ( c)agreement dated 31 May 1994 between Delyn Borough Council and the Associated Octel CompanyLimited ; means the subsidiary undertaking of the Company at the date hereof further details of which are set out inpart 2 of schedule 2 ; Subsidiary Debt " means : The North East Co Investment Fund Limited Partnership : £ 1,229,877.47 ; Endless ( No.6 ) LLP : £ 1,114,068.11 ; KBC Business Capital, a division of KBC Bank N.V : £ 214,662.92 ; means any covenant set out in part 1 of schedule 4 ; means the representations and warranties in relation to taxation set out in part 2 of schedule 4 ; means the Income and Corporation Taxes Act 1988 ; means the Taxation of Chargeable Gains Act 1992 ; the form TR1 effecting the transfer of the Properties from Endless Investments LLP to the Subsidiaryin agreed form ; means value added tax ; means Dickinson Dees LLP of St Ann 's Wharf, 112 Quayside, Newcastle Upon Tyne, NE1 3DX ; 5 means the Share Warranties and the Tax Warranties ; means Ian Dermott Shott, Paul Christopher Ryan, David Kenneth Rowles, Malcolm Simpson and ReginaldShaw, further details of whom are set out in schedule 1 ; means Susan Lesley, Alicia Ryan and Ann Simpson, further details in respect of whom arecontained at schedule 1 ; and means the programme for the removal of certain waste from the Properties in the agreedform