Exhibit 10.42


 





 


	
   

  	
  Lett  Law Firm

  
	
   

  	
   

  
	
  EXECUTION
  VERSION

  	
  Dan
  Moalem, 

  Attorney

  
	
   

  	
   

  
	
   

  	
  Our
  ref: 224925-BNO

  



 


SHARE SALE AND PURCHASE AGREEMENT


 


By and between of the first part


 


Mobile People Holding ApS


Central Business Register (CVR) No. 26 36
24 66


Tyrsbakke 6


DK-2840 Holte


Denmark


 


and


 


Mathias Schrøder


Mølledammen 17


DK-3550 Slangerup


Denmark


 


and


 


Jonas Donovan Hansen


Esbern Snares Gade 3, 4.tv


DK-1725 København V


Denmark


 


and


 


Kasper Nikolaj Berntsen


Stendyssevej 3


DK-2900 Hellerup


Denmark


 


and


 


Brian Sejr Weinreich Jakobsen


 


Copenhagen
Aarhus Kolding


 

















 


Vidarsvej 3


DK-3600 Frederikssund


Denmark


 


and


 


Jens Jakob Kramhøft


Højsgårds Alle 57, 1.


DK-2900 Hellerup


Denmark


 


and


 


Tue Haste Andersen


Jellerødvænge 20


DK-2980 Kokkedal


Denmark


 


and


 


Claudia Poepperl


26 Holland Park Gardens


W14 8EA London


United Kingdom


 


and


 


Jesper Wermuth


Vespervej 11, 1.


DK-2900 Hellerup


Denmark


 


(“Sellers”) 


 


and of the second part


 


Local Matters, Inc.


Corporate Headquarters Denver


1221 Auraria Parkway


Denver, Colorado 80204


(“Purchaser”)


 


2

















 


relating to


 


Mobile People A/S


Central Business Register (CVR) No. 26 36
23 18


Toldbodgade 12


DK-1253 København K


Denmark


 


(“Company”)


 


3

















 


Table of contents:


 


	
  1.

  	
  Definitions

  	
  8

  
	
  2.

  	
  Transfer of the Shares

  	
  15

  
	
   

  	
  2.1

  	
  Transfer of the Shares

  	
  15

  
	
   

  	
  2.2

  	
  Warrants

  	
  15

  
	
   

  	
  2.3

  	
  Further Assurance

  	
  16

  
	
  3.

  	
  Extraordinary dividend payment

  	
  16

  
	
  4.

  	
  Purchase Price

  	
  16

  
	
   

  	
  4.1

  	
  Total Purchase Price

  	
  16

  
	
   

  	
  4.2

  	
  Payment in cash

  	
  16

  
	
   

  	
  4.3

  	
  Payment in Closing Shares

  	
  17

  
	
   

  	
  4.4

  	
  Payment in Performance Shares

  	
  17

  
	
   

  	
  4.5

  	
  Purchaser’s
  continued financial support to the Company in the Performance Periods

  	
  20

  
	
  5.

  	
  Conditions precedent to Closing

  	
  20

  
	
   

  	
  5.1

  	
  Conditions Precedent to the Purchaser’s obligations

  	
  20

  
	
   

  	
  5.2

  	
  Conditions Precedent to the Sellers’ Obligations

  	
  21

  
	
   

  	
  5.3

  	
  Conduct of Business

  	
  22

  
	
  6.

  	
  Closing

  	
  23

  
	
   

  	
  6.1

  	
  Closing

  	
  23

  
	
   

  	
  6.2

  	
  Actions to be taken by the Purchaser

  	
  23

  
	
   

  	
  6.3

  	
  Actions to be taken by the Sellers

  	
  24

  
	
   

  	
  6.4

  	
  Actions to be taken by the Sellers and the Purchaser

  	
  25

  
	
   

  	
  6.5

  	
  Post Closing Tasks

  	
  25

  
	
  7.

  	
  No IPO

  	
  26

  
	
  8.

  	
  Due Diligence Documentation

  	
  27

  
	
   

  	
  8.1

  	
  Due Diligence Documentation

  	
  27

  
	
  9.

  	
  Warranties of the Sellers

  	
  28

  
	
   

  	
  9.1

  	
  Authority

  	
  28

  
	
   

  	
  9.2

  	
  No breach

  	
  28

  
	
   

  	
  9.3

  	
  Title

  	
  29

  
	
   

  	
  9.4

  	
  The Company

  	
  29

  
	
   

  	
  9.5

  	
  Share Capital

  	
  29

  
	
   

  	
  9.6

  	
  Warrants, Options or Other Rights in relation to the Shares

  	
  29

  
	
   

  	
  9.7

  	
  Constituent Documents

  	
  30

  
	
   

  	
  9.8

  	
  Financial Statements

  	
  30

  
	
   

  	
  9.9

  	
  Compliance with Material Agreements

  	
  32

  
	
   

  	
  9.10

  	
  Absence of Adverse Changes

  	
  33

  
	
   

  	
  9.11

  	
  Taxes

  	
  33

  
	
   

  	
  9.12

  	
  Employment Matters

  	
  34

  



 


4

















 


	
   

  	
  9.13

  	
  Insolvency

  	
  35

  
	
   

  	
  9.14

  	
  Largest customers and largest suppliers

  	
  35

  
	
   

  	
  9.15

  	
  Related Party Matters

  	
  36

  
	
   

  	
  9.16

  	
  Intellectual Property Rights

  	
  36

  
	
   

  	
  9.17

  	
  Compliance with Legal Requirements

  	
  37

  
	
   

  	
  9.18

  	
  Change of Control Contracts

  	
  38

  
	
   

  	
  9.19

  	
  Actions and Proceedings

  	
  38

  
	
   

  	
  9.20

  	
  Insurance

  	
  38

  
	
   

  	
  9.21

  	
  Bank Accounts

  	
  39

  
	
   

  	
  9.22

  	
  Transaction costs

  	
  39

  
	
   

  	
  9.23

  	
  Full Disclosure

  	
  39

  
	
   

  	
  9.24

  	
  Qualification of subcontractor

  	
  39

  
	
  10.

  	
  Representations and Warranties of the Purchaser

  	
  40

  
	
   

  	
  10.1

  	
  Incorporation

  	
  40

  
	
   

  	
  10.2

  	
  Authority

  	
  40

  
	
   

  	
  10.3

  	
  No Breach

  	
  40

  
	
   

  	
  10.4

  	
  IPO

  	
  41

  
	
   

  	
  10.5

  	
  Escrow Account

  	
  41

  
	
   

  	
  10.6

  	
  Title to the Sellers Shares

  	
  41

  
	
  11.

  	
  Covenants and agreements

  	
  41

  
	
   

  	
  11.1

  	
  Closing Shares – lock-up period

  	
  41

  
	
   

  	
  11.2

  	
  Change of Control Contracts

  	
  42

  
	
   

  	
  11.3

  	
  Share Transfer Duty

  	
  42

  
	
   

  	
  11.4

  	
  Expenses

  	
  42

  
	
   

  	
  11.5

  	
  Joint taxation

  	
  43

  
	
  12.

  	
  Indemnification

  	
  46

  
	
   

  	
  12.1

  	
  Obligation of the Sellers to indemnify

  	
  46

  
	
   

  	
  12.2

  	
  Obligation of the Purchaser to indemnify

  	
  46

  
	
   

  	
  12.3

  	
  Notice of Asserted Liability

  	
  46

  
	
   

  	
  12.4

  	
  Limitations

  	
  47

  
	
   

  	
  12.5

  	
  Exclusion of limitations and the Purchaser’s other remedies

  	
  49

  
	
   

  	
  12.6

  	
  Specific Indemnities

  	
  49

  
	
  13.

  	
  Restrictive covenant

  	
  49

  
	
   

  	
  13.1

  	
  Restrictive covenant for the Key Employees

  	
  49

  
	
  14.

  	
  Miscellaneous

  	
  51

  
	
   

  	
  14.1

  	
  Publicity

  	
  51

  
	
   

  	
  14.2

  	
  Notices

  	
  51

  
	
   

  	
  14.3

  	
  Waivers and Amendments

  	
  52

  
	
   

  	
  14.4

  	
  No Assignment

  	
  53

  
	
   

  	
  14.5

  	
  Governing Law and Arbitration

  	
  53

  
	
   

  	
  14.6

  	
  Severability

  	
  54

  



 


5

















 


	
   

  	
  14.7

  	
  Schedules

  	
  54

  
	
   

  	
  14.8

  	
  Headings

  	
  54

  
	
   

  	
  14.9

  	
  Bookkeeping and Accounting Documentation

  	
  54

  
	
   

  	
  14.10

  	
  Confidentiality

  	
  54

  
	
   

  	
  14.11

  	
  Costs and Expenses

  	
  55

  
	
   

  	
  14.12

  	
  Entire Agreement

  	
  55

  
	
   

  	
  14.13

  	
  Counterparts

  	
  55

  



 


6

















 


Schedules:


 


	
  Schedule A

  	
  The Mobile People Contracts

  
	
  Schedule B

  	
  Service Agreements with Key Employees

  
	
  Schedule C

  	
  Standard Employee Agreement

  
	
  Schedule D

  	
  Minutes of extraordinary
  general meeting

  
	
  Schedule E

  	
  Articles of Association as of Closing

  
	
  Schedule F

  	
  List of warrant holders and specification of
  allotted warrants prior to Closing

  
	
  Schedule 1A

  	
  Draft of annual accounts 2007

  
	
  Schedule 2.2.2

  	
  Acceptance Form

  
	
  Schedule 4.2(a)

  	
  Loan Agreements with outstanding balances as
  per Signing

  
	
  Schedule 4.2(b)

  	
  Loan Agreements with outstanding balances as
  per Closing

  
	
  Schedule 4.3.3

  	
  Escrow Agreement

  
	
  Schedule 8.1.5

  	
  List of Due Diligence Documentation

  
	
  Schedule 9.8.6 

  	
   

  
	
  through 9.8.17

  	
  Material Agreements

  
	
  Schedule 9.12.1

  	
  List of Employees and key terms

  
	
  Schedule 9.12.5

  	
  List of bargaining agreements and local
  agreements

  
	
  Schedule 9.14.1(a)

  	
  List of the largest customers

  
	
  Schedule 9.14.1(b)

  	
  List of the largest suppliers

  
	
  Schedule 9.16.2

  	
  List of IP rights

  
	
  Schedule 9.16.3

  	
  List of open software

  
	
  Schedule 9.18

  	
  List of agreements with change of control
  Clauses

  
	
  Schedule 9.20

  	
  List of insurance policies

  
	
  Schedule 9.21

  	
  List of bank accounts

  



 


7

















 


On March 2008,
the following


 


SHARE SALE AND PURCHASE
AGREEMENT


 


has been entered into by and between Mobile
People Holding ApS (the “Seller”) of the first part and Local Matters Inc. (the
“Purchaser”) of the second part.


 


WHEREAS


 


	
  (A)

  	
  the Sellers control and own 100% of the
  outstanding share capital of the Company (as defined in Clause 1), which is
  engaged in the business of local mobile search solutions for publishers.

  
	
   

  	
   

  
	
  (B)

  	
  the Purchaser is engaged in the business of
  providing local search services and solutions to yellow pages publishers
  and voice-based directory assistance providers, as well as internet media
  publishing;

  
	
   

  	
   

  
	
  (C)

  	
  the continued efforts of the Key Employees
  are of key interest to the Purchaser;

  
	
   

  	
   

  
	
  (D)

  	
  the Purchaser wishes to acquire the Shares
  (as defined in Clause 1) in the Company from the Sellers, and the Sellers
  wish to divest the Shares in the Company to the Purchaser;

  
	
   

  	
   

  
	
  (E)

  	
  the Sellers and the Purchaser wish to set out
  the terms and conditions on which the Sellers will sell and transfer all of
  the Shares to the Purchaser and on which the Purchaser will acquire all, and
  not less than all, the Shares from the Sellers.

  



 


SO NOW THEREFORE THE
PARTIES HERETO have agreed as follows:


 


1.                Definitions


 


As used in this Agreement, the following terms
shall have the following meanings unless the context requires otherwise:


 


8

















 


“Accounting Principles” shall mean the
accounting principles applied when preparing the Accounts 2007 as further set
out in the Schedule 1A, which are in accordance with US GAAP.


 


“Accounts Date”  shall
mean 31 December 2007.


 


“Accounts 2007”  shall
mean the audited consolidated annual accounts of the Company as at the Accounts
Date, which are in accordance with the Accounting Principles.


 


“Affiliate” shall
mean, in respect of a Person, any Person that is controlled by, controls, or is
under common control with the first Person, in each case for so long as such
control continues. For purposes of this definition, “control” (including its
correlative meanings, “controlled by” and “under common control with”) shall
mean the possession, directly or indirectly, of power to direct or cause the
direction of management or policies of a Person (whether through ownership of
securities or other ownership interests, by contract or otherwise), provided
that, in any event, any Person which owns, directly or indirectly, more than
50% of the securities having ordinary voting power for the election of
directors or other governing body of a corporation or more than 50% of the
partnership or other ownership interest of any other Person will be deemed to
control such corporation or Person.


 


“Agreement” shall
mean this share sale and purchase agreement and its Schedules as amended from
time to time pursuant to Clause 15.3.


 


“Acquisition Transaction” means any transaction
involving: (a) the sale or other disposition of all or any portion of the
Company’s business or (b) any merger, consolidation, business combination,
share exchange, reorganization or similar transaction involving the Company or
the Sellers.


 


“Business Day” shall
mean any day on which the banks are generally open for business to the public
in Copenhagen, Denmark and New York, New York.


 


“Change of Control
Contracts” shall mean any contracts relating to the Company entered into by the
Company with third parties listed in Schedule 9.18 hereto.


 


9

















 


“Closing” shall mean
the consummation of the transactions contemplated by this Agreement, as
provided for in Clause 6.


 


“Closing Date” shall
mean the date on which Closing occurs, as set out in Clause 6.1.


 


“Company” shall mean
Mobile People A/S, CVR no. 26 36 23 18, a public limited liability company
incorporated under the laws of Denmark, having its principal office at
Toldbodgade 12, DK-1253, Copenhagen K, Denmark.


 


“Constituent
Documents” shall mean the memorandum and articles of association of the
Company.


 


“DKK” shall mean Danish
Kroner, being the lawful currency of the Kingdom of Denmark.


 


“Due Diligence
Documentation” shall mean the due diligence documentation referred to in Clause
8.1 and listed in Schedule 8.1.5.


 


“Effective Date”
shall mean the date at which the Purchasers’ Shares commence trading on the
first day offering price to the public of the Purchaser’s Shares in the IPO.


 


“Effective Price”
shall mean the offering price to the public of the Purchaser’s Shares in the
IPO.


 


“Employees” shall
mean all employees employed with the Company as of the date of Closing of this
Agreement including (without limitation) the managing director.


 


“Escrow Account”
shall mean the escrow account as set forth in the Escrow Agreement.


 


“Escrow Agreement”
shall mean the agreement attached to the Agreement as Schedule 4.3.3.


 


“Funding” shall mean up to six monthly loans of
USD 100,000 each in cash granted by the Purchaser to the Company in the period
from July


 


10














 


2008 to December 2008, such loans
in the period not to exceed a total of USD 600,000.


 


“Intellectual
Property Rights” means any or all of the following and all rights in, arising
out of, or associated therewith:  (i) all
Danish, international and foreign patents and applications therefore and all
reissues, divisions, renewals, extensions, provisionals, continuations and
continuations-in-part thereof, and the right to sue for past infringement; (ii) all
software inventions (whether patentable or not), invention disclosures,
improvements, trade secrets, proprietary information, know how, technology,
technical data, business plans and customer lists, and all documentation
relating to any of the foregoing; (iii) all copyrights, copyright
registrations and applications therefore, and all other rights corresponding
thereto throughout the world; (iv) all industrial designs and any
registrations and applications therefore throughout the world; (v) all
domain names, URLS, trade names, logos, common law trademarks and service
marks, trademark and service mark registrations and applications therefore
throughout the world; (vi) all databases and data collections and all
rights therein throughout the world; (vii) all moral and economic rights
of authors and inventors, however denominated, throughout the world; (viii) any
similar or equivalent rights to any of the foregoing anywhere in the world.


 


“Interim Accounts” shall mean
monthly non-audited financial statements of the Company, including P/L and cash
flow.


 


“IPO” shall mean an
initial public offering of the Purchaser’s Shares on the Toronto Stock
Exchange, Canada (TSX).


 


“Key Employees” shall
mean Jens Andersen and Carsten Gildum.


 


“Law” shall mean any
EU, federal, national, state, provincial, local or other law or regulation in
any country or jurisdiction and the regulations and orders promulgated there
under.


 


11

















 


“Loans” shall mean
the loans and any other financial facilities as outlined in Schedule 4.2 (a) –
(b).


 


“Lock-up Agreement”
shall mean the agreement attached hereto as Schedule 11.1.


 


“Master Loan
Agreement” shall mean the loan agreement entered into between the Company and
the Purchaser regarding loan facilities of up to USD 900,000.


 


“Material
Adverse Effect” means any material adverse
change or effect on the business, assets, liabilities or results of operations
of the Company, except any such change or effect resulting from (i) the
execution or the announcement of this Agreement or the execution, or (ii) changes
generally affecting the industry in which the Company operates other than any
such change that disproportionately impacts the Company.


 


“Material Agreements”
shall mean the agreements listed in Schedules 9.8.6 through 9.8.17.


 


“Mobile People
Contracts” shall mean the contracts entered into between the Purchaser (or an
Affiliate of such) and the Company as listed in Schedule A.


 


“Mobile People Gross
Revenue” shall mean the revenue expressed in USD of the total sales revenue
recognized of the financial statements of the Purchaser for business
corresponding to the products and services of the Company as determined by
Ernst & Young in Copenhagen, Denmark. US GAAP principles of accounting
will be employed by the Purchaser for these purposes.


 


“Parties” shall mean
the Sellers and the Purchaser of this Agreement collectively.


 


“Party” shall mean
any one of the Parties individually.


 


“Performance Period
2008” means the calendar year 2008.


 


“Performance Period
2009” means the calendar year 2009.


 


12

















 


“Person” shall mean
any individual, corporation, partnership, firm, joint venture, association,
Joint Stock Company, trust, incorporated or unincorporated organisation,
governmental or regulatory body or other entity.


 


“Purchase Price”
shall mean the purchase price for the Shares as provided for in Clause 4.


 


“Purchaser’s Shares”
shall mean the registered share capital of the Purchaser, having been admitted
for trading on the Toronto Stock Exchange, Canada (TSX) as of Closing but not
as of Signing.


 


“Purchaser’s
Warranties” shall mean the representations and warranties (erklæringer og
indeståelser) given by the Purchaser to the Sellers as set forth in Clause 10.


 


“Recurring Revenue”
shall mean the amount of gross revenue recognized which is considered to be of
a recurring nature. Specifically, this equals the sum of all transactional
revenues, advertising revenues, hosted service revenues and annual license and
support revenues and labour cost for professional services revenues in which
the customer contracts for a minimum of 12 months of service. By definition,
this excludes all one-time labour fees and the portions of enterprise license
fees which are explicitly or “reasonably interpreted” as one-time in nature in
accordance with previous calculations reviewed and agreed by the Parties.


 


 “Required Consents”
means those consents set forth in Schedule 9.18 hereto.


 


“Schedule”(s) shall
mean any and all schedules attached to this Agreement.


 


“Sellers” shall mean
Mobile People Holding ApS as holder of nominal DKK 501,000 shares in the
Company and the Warrantholders, as defined in Schedule F, as holder of
totally nominal DKK 25,000 shares in the Company.


 


“Sellers’ Closing
Shares” shall mean the part of the Sellers’ Shares to be delivered to the
Sellers according to Clause 4.3.


 


13

















 


“Sellers’ Knowledge”
shall mean the best knowledge and belief that Jens Andersen, Carsten Gildum,
Brian Jakobsen, Allan Smidt, Jørn Svendsen, Florus Buth and Lisa Sommer, who
are all the members of the management of the Company,  had
or should have had at the execution of this Agreement and at Closing.


 


“Sellers’ Performance
Shares” shall mean the part of the Sellers’ Shares to be delivered to the Sellers
according to Clause 4.4.


 


“Sellers’ Shares”
shall mean a number of Purchaser’s Shares all listed on the Toronto Stock
Exchange corresponding to a total value of USD 15,000,000 and to be delivered
to the Sellers as further specified in Clauses 4.3 and 4.4 of this Agreement.
The number of shares to be issued shall be calculated based on the Effective
Price. Sellers’ Closing Shares and Sellers’ Performance Shares shall together
constitute the Sellers’ Shares.


 


“Sellers’ Warranties”
shall mean the representations and warranties given by the Sellers to the
Purchaser as set forth in Clause 9.


 


“Shares” shall mean
nominally DKK 526,000 shares in the Company, representing 100 per cent of the
shares issued by the Company, to be amended only if Warrants are duly exercised
after which the nominal amount of shares may be increased accordingly.


 


“Signing” shall mean
19 March, 2008, at which date this Agreement shall be signed by all Parties,
and being subject to the conditions to Closing laid down in this Agreement.


 


“Taxes” or “Tax” shall mean all tax liabilities, whether actual or
deferred, in respect of income taxes, sales taxes, VAT, withholding taxes,
stamp duties, share transfer taxes, payroll taxes, social security taxes and
property taxes and all other taxes and public duties of any kind.


 


 “USD” shall mean United States Dollars, being
the lawful currency of the United States of America.


 


“Warranties” shall
mean the representations and warranties set out in Clauses 9 and 10 of this
Agreement.


 


14

















 


	
   

  	
  “Warrantholder(s)” shall mean the holders of Warrants as
  specified in Schedule F.

  
	
   

  	
   

  
	
   

  	
  “Warrants” shall mean the 25,000 warrants issued by the
  Company to Warrantholders, any and all of such warrants to be exercised prior
  to Closing, or in case they are not exercised prior to Closing to be
  considered null and void as of Closing. Hence, any shares resulting from the
  exercising of the warrants shall be considered encompassed by the definition
  of Shares in this Agreement.

  
	
   

  	
   

  
	
  2.

  	
  Transfer of the Shares

  
	
   

  	
   

  
	
  2.1

  	
  Transfer of the Shares

  
	
   

  	
   

  
	
   

  	
  The Sellers hereby agree to sell and transfer
  the Shares to the Purchaser at Closing and the Purchaser hereby agrees to
  purchase the Shares from the Sellers at Closing on the terms and conditions
  of this Agreement.

  
	
   

  	
   

  
	
  2.2

  	
  Warrants

  
	
   

  	
   

  
	
  2.2.1

  	
  It is acknowledged that
  certain Sellers, the Warrantholders as defined in Schedule F, will, prior to
  Closing, exercise Warrants issued to him/her and pay in the relevant
  subscription amount in order to subscribe for and receive the Shares that
  such Sellers will transfer under this Agreement.

  
	
   

  	
   

  
	
  2.2.2

  	
  Any and all Warrantholders
  shall have signed the Acceptance Form attached hereto as Schedule 2.2.2
  according to which all Warrantholders agree to be legally bound to exercise
  all their respective Warrants fully and to pay in the relevant amount to the
  Company prior to Closing. It is the Sellers’ responsibility to procure the
  signatures of all the Warrantholders prior to Closing, cf. Clause 2.2.3
  below.

  
	
   

  	
   

  
	
  2.2.3

  	
  It is further acknowledged
  and agreed that the following shall apply in relation to Sellers that
  pre-Closing will exercise Warrants issued to him/her in order to receive the
  Shares that such Sellers will transfer under this Agreement. In the event
  that such Warrantholder has not paid the full exercise price under the
  Warrants to the Company at the latest three Business Days prior to the
  Closing, then such Warrantholder has not acquired the Shares concerned and
  accordingly, such Shares do not exist and can not be sold and the
  Warrantholder cannot be considered a

  



 


15

















 


	
   

  	
  Seller. Each of the Sellers and the Warrantholders
  confirm that they are aware of and accept (both in relation to the Purchaser
  and in relation to the Company and also in relation to the other Sellers),
  conditional upon Closing occurring hereunder, that the Warrants that have not
  been effectively exercised by such Warrantholder through effective payment by
  the Warrantholder to the Company no later than three Business Days prior to
  Closing of the subscription amount stipulated by the Company shall lapse at
  Closing and shall no longer be valid and exercisable Warrants.

  
	
   

  	
   

  
	
  2.3

  	
  Further Assurance

  
	
   

  	
   

  
	
   

  	
  Each of the Parties shall execute such documents and
  other instruments and take such actions, as may be reasonably required or
  desirable to carry out the provisions of this Agreement and the transactions
  contemplated hereby, including in relation to the Warrants.

  
	
   

  	
   

  
	
  3.

  	
  Extraordinary dividend payment

  
	
   

  	
   

  
	
   

  	
  In the period between Signing and Closing the Sellers
  have no right to receive, and shall cause the Company not to pay or
  distribute, any extraordinary dividend payment pertaining to the Shares.

  
	
   

  	
   

  
	
  4.

  	
  Purchase Price

  
	
   

  	
   

  
	
  4.1

  	
  Total Purchase Price

  
	
   

  	
   

  
	
   

  	
  The Purchase Price amounts to a total payment
  of a value of up to USD 20,000,000.

  
	
   

  	
   

  
	
   

  	
  The Purchase Price shall be comprised of a
  payment in cash and a partly performance based payment made up by the
  delivery of the Sellers’ Shares. The Purchase Price shall be distributed in
  accordance with Clause 4.2, Clause 4.3, and Clause 4.4.

  
	
   

  	
   

  
	
  4.2

  	
  Payment in cash

  
	
   

  	
   

  
	
   

  	
  USD 5,000,000 minus the outstanding balances
  on the loans as mentioned in Schedule 4.2(a) shall be paid to the
  Sellers (pro rata based on their relative ownership of the Shares) at Closing
  by transfer of

  



 


16

















 


	
   

  	
  immediately available
  funds to the Sellers’ client account with Accura Advokataktieselskab, Reg.
  number.: 3001, account number 3001 913 808, Swift: DABADKKK, IBAN:
  DK8030003001913808.

  
	
   

  	
   

  
	
   

  	
  The
  outstanding balances including interest on the loans mentioned in Schedule
  4.2(a) shall be repaid by the borrower (Mobile People A/S) to the lender
  (Mobile People Holding ApS) at Closing by transfer of
  immediately available funds to the Sellers client account with Accura
  Advokataktieselskab, Reg. number.: 3001, account number 3001 913 808, Swift:
  DABADKKK, IBAN: DK8030003001913808. The total amount which will be
  transferred to the Sellers’ client account at Closing is thus USD 5,000,000.

  
	
   

  	
   

  
	
  4.3

  	
  Payment in
  Closing Shares

  
	
   

  	
   

  
	
  4.3.1

  	
  At Closing, the Sellers will be paid (pro rata based on their
  relative ownership of the Shares) in Sellers’ Closing Shares totalling a
  value of (a) USD 8,000,000 (based on the Effective Price) minus the
  outstanding balance on the Loans listed in Schedule 4.2(b). At Closing
  Schedule 4.2(b) will be replaced by Schedule 4.2(c) (not yet
  prepared), which calculates the outstanding balance on the Loans listed in
  Schedule 4.2(b), including interest on the date prior to Closing. The
  official DKK/USD exchange rate on the date prior to Closing will be used, if
  applicable.

  
	
   

  	
   

  
	
  4.3.2

  	
  Simultaneously with Closing, Sellers’ Closing Shares, totalling a
  value of 2,000,000 USD (based of the Effective Price), shall be placed in the
  Escrow Account for a period equal to fifteen (15) months as a source of
  indemnity for the Warranties, and may be released subject to any Claims
  pursuant to Clause 12 hereof.

  
	
   

  	
   

  
	
  4.3.3

  	
  Sellers’ Closing Shares delivered to the Sellers at Closing shall be
  transferred to the Sellers free and clear of any lien, option, claim, charge,
  encumbrance or other security interest at Closing and in accordance with
  Schedule 4.3.3.

  
	
   

  	
   

  
	
  4.4

  	
  Payment in
  Performance Shares

  
	
   

  	
   

  
	
  4.4.1

  	
  Simultaneously with the closing of the IPO, a number of Sellers’
  Shares of a totalling value of USD 5,000,000 based on the Effective Price,
  will

  



 


17

















 


	
   

  	
  be placed in
  the Escrow Account and may be released if and to the extent the conditions as
  set out in Clause 4.4.2 are met.

  
	
   

  	
   

  
	
  4.4.2

  	
  The number
  of Sellers’ Performance Shares will be adjusted, released, and/or cancelled
  and returned to treasury depending on the performance of the Company’s
  business as outlined below, corresponding to the business results for the
  Performance Periods 2008 and 2009

  
	
   

  	
   

  
	
  4.4.2.1

  	
  If the
  Mobile People Gross Revenue Performance 2008 is less than USD 5,000,000, all
  the Sellers’ Performance Shares placed at the Escrow Account shall be
  cancelled, and the Sellers shall have no further claims whatsoever to such
  Sellers’ Performance Shares. The Mobile People Gross Revenue Performance 2008
  shall be calculated in accordance with US GAAP.

  
	
   

  	
   

  
	
  4.4.2.2

  	
  If the
  Mobile People Gross Revenue 2008 exceeds USD 5,000,000 but is less than USD
  6,000,000, the Performance Shares may be released following the determination
  of Mobile People Gross Revenue 2009, but the number of Performance Shares for
  release shall be adjusted as follows:

  
	
   

  	
   

  	
   

  
	
   

  	
  a)

  	
  If the
  average closing price of the Purchaser’s Shares in the last 30 days of the
  Performance Period 2008 is equal to or greater than 30 % above the Effective
  Price, the quantity of Sellers’ Performance Shares eligible for release based
  on Mobile People Gross Revenue 2009 will be recalculated to reset the value
  to equal USD 5,000,000 using the closing price over the same 30 day-period.
  The balance of the Performance Shares shall be cancelled and returned to
  treasury.

  
	
   

  	
   

  	
   

  
	
   

  	
  b)

  	
  If the
  average share price of the Purchaser’s Shares in this period is not equal to
  or greater than 30 % above the Effective Price, then no adjustments will be
  made to the number of the Sellers’ Performance Shares eligible for release
  based on Mobile People Gross Revenue 2009.

  
	
   

  	
   

  	
   

  
	
  4.4.2.3

  	
  If the
  Mobile People Gross Revenue Performance 2008 exceeds USD 6,000,000, no
  adjustment in the number of Sellers’ Performance Shares shall be made, and
  Sellers’ Performance Shares placed in the Escrow Account shall be released to
  the Sellers following the determination of

  



 


18

















 


	
   

  	
  Mobile
  People Gross Revenue 2009 and if and to the extent the agreed terms in Clause
  4.4 have been met.

  
	
   

  	
   

  
	
  4.4.3

  	
  Mobile
  People Gross Revenue Performance 2009

  
	
   

  	
   

  
	
  4.4.3.1

  	
  The Sellers’
  Performance Shares may be paid, as earned, after the Mobile People Gross
  Revenue 2009 performance has been determined. The Sellers’ Performance Shares
  will be released in two portions – 50% of the Performance Shares (as adjusted
  pursuant to Clause 4.4.2 above, if applicable) shall be eligible for release
  based on the 50% Gross Revenue Portion (as defined below) and 50% of the
  Performance Shares (as adjusted) shall be eligible for release based on the
  50% Recurring Revenue Portion (as defined below):

  
	
   

  	
   

  
	
   

  	
  a)

  	
  50% Gross
  Revenue Portion: 25% of this portion will be payable for Mobile People Gross
  Revenue 2009 of USD 8,500,000 and 100% for Mobile People Gross Revenue 2009
  of USD 10,000,000. Mobile People Gross Revenue 2009 below USD 8,500,000 will
  result in zero payment, and Mobile People Gross Revenue 2009 between USD
  8,500,000 and USD 10,000,000 will be proportionally calculated on a linear
  basis.

  
	
   

  	
   

  	
   

  
	
   

  	
  b)

  	
  50% portion:
  25% of this portion will be payable when the ratio of Recurring Revenue to
  Mobile People Gross Revenue 2009 equals 35 %, and 100 % will be paid when
  this ratio equals or exceeds 50 %. Recurring Revenues of less than 35 % of
  Mobile People Gross Revenue 2009 will result in zero payment, and revenue
  ratio performance in between 35% and 50% will be proportionally calculated on
  a linear basis.

  
	
   

  	
   

  	
   

  
	
   

  	
  The Mobile
  People Gross Revenue Performance 2008 and 2009 shall be calculated in
  accordance with US GAAP and in accordance with Schedule 1A.  

  
	
   

  	
   

  
	
  4.4.4

  	
  Escrow –
  other matters

  
	
   

  	
   

  
	
  4.4.4.1

  	
  The shares
  deposited in the Escrow Accounts are subject to terms and conditions in the
  draft Escrow Agreement cf. Schedule 4.3.3.

  
	
   

  	
   

  
	
  4.4.4.2

  	
  All costs
  related to the Escrow Accounts shall be paid by the Purchaser.

  



 


19

















 


	
  4.4.4.3

  	
  The Escrow
  Accounts may be used for settling claims arising under this Agreement, for
  which purpose the Sellers and the Purchaser shall jointly instruct the escrow
  agent to promptly pay out the relevant amounts as further set out in the
  Escrow Agreements. Any shares of Purchaser’s stock used to settle claims
  arising under this Agreement shall be valued, for such purpose, at the
  Effective Price.

  
	
   

  	
   

  
	
  4.5

  	
  Purchaser’s continued financial support to
  the Company in the Performance Periods

  
	
   

  	
   

  
	
  4.5.1

  	
  The
  Purchaser shall be obliged to support the Company on a going concern basis
  and not wilfully distress the business of the Company, e.g. by way of
  transfer of the Intellectual Property Rights or major contracts to the
  Purchaser or its Affiliates, during the Performance Periods in such a way as
  is intended to cause the Company to be unable to meet the Mobile People Gross
  Revenue for the Performance Periods 2008 and 2009.

  
	
   

  	
   

  
	
  4.5.2

  	
  Should any
  of the above conditions for release of the Performance Shares not be met due
  to the Purchaser not fulfilling its material obligation that rests with the
  Purchaser as set forth in Clause 4.5.1 above, the conditions shall, for the
  purpose of release of the Performance Shares, be considered to have been met
  and release (or payments as applicable) is therefore due to the Sellers,
  however, only to the extent such action/inaction has materially influenced
  the Company’s failure meeting the Mobile People Gross Revenue for the
  Performance Periods 2008 and 2009. The obligations of the Purchaser are in
  particular the obligation to provide the financial support as described in
  the Company’s budget for the Performance Periods 2008 and 2009.

  
	
   

  	
   

  
	
  5.

  	
  Conditions precedent to
  Closing

  
	
   

  	
   

  
	
  5.1

  	
  Conditions Precedent to the
  Purchaser’s obligations

  
	
   

  	
   

  
	
   

  	
  The obligations of the
  Purchaser to consummate the transactions contemplated by this Agreement shall
  be subject to the satisfaction of the following conditions, any and all of
  which may be waived by the Purchaser at its sole discretion.

  



 


20














 


	
   

  	
  1.

  	
   

  	
  The Sellers shall have performed and
  complied with all material covenants and agreements required by this
  Agreement to be performed by the Sellers prior to or at Closing, including
  all actions required to be taken by the Sellers pursuant to Clause 5.3.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.

  	
   

  	
  The representations and warranties of the
  Sellers set forth herein shall have been true and correct as of the date of
  this Agreement, and shall be true and correct as of the Closing as if made on
  the date hereof.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.

  	
   

  	
  The Company shall have prepared the
  Accounts 2007, which must have been audited by Ernst & Young,
  Copenhagen, to the satisfaction of the Purchaser.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.

  	
   

  	
  No Material Adverse Effect has occurred.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.

  	
   

  	
  That written consents from customers have
  been obtained if so required in the agreements between the Company and the
  customer, including but not limited to the agreement with Sensys Pty.

  
	
   

  	
   

  	
   

  	
   

  
	
  5.2

  	
  Conditions Precedent to the
  Sellers’ Obligations

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  The obligations of the Sellers
  to consummate the transactions contemplated by this Agreement shall be
  subject to the satisfaction of the following conditions, any and all of which
  may be waived by the Sellers at their sole discretion:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.

  	
   

  	
  The Purchaser shall have performed and
  complied with all material covenants and agreements required by this
  Agreement to be performed by the Purchaser prior to or at Closing, including
  all actions required to be taken by the Purchaser pursuant to Clause 6.3.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.

  	
   

  	
  An IPO of the Purchaser’s Shares has been
  concluded no later than on 1 July 2008.

  



 


21

















 


	
  5.3

  	
  Conduct of Business

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  The Sellers hereby covenant
  that in the period from the Parties’ signing of the Agreement until Closing,
  the Sellers shall cause the Company to comply with the following, except as
  otherwise authorized by the Purchaser:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.

  	
   

  	
  The Company shall conduct its business in
  the ordinary and usual course, and except as set forth herein with regards to
  the Accounting Principles, not change its accounting methods, revalue any
  assets or any debts other than in the ordinary course of business and not
  authorize or issue any dividends or other distribution of capital to holders
  of any outstanding shares of any member of the Company.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.

  	
   

  	
  The Company shall not change the manner or
  time of payment by the Company to its creditors, or the issuance of invoices
  or collection of debts, or its policy of reserving for bad debts, and the
  Company shall not pay or undertake to pay any material sum or debt other than
  under a liability incurred in the ordinary course of business.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.

  	
   

  	
  The Company shall not take any other action
  that would or could reasonably be expected to result in any of the Sellers’
  Warranties becoming materially untrue.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.

  	
   

  	
  The Sellers shall promptly report any
  irregularities in the Company’s conduct of business and disclose any breaches
  of the Sellers’ representations and warranties as set out in Clause 9 in
  writing to the Purchaser (which disclosure shall have no effect on the conditions
  to Closing set forth in Clause 5.1 above).

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.

  	
   

  	
  The Company shall deliver, as soon as
  practicable following the end of each month, the Company’s Interim Accounts.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.

  	
   

  	
  The managing director of the Company shall
  confer regularly with Purchaser concerning operational matters and otherwise
  report regularly to the Purchaser concerning the status of Company’s
  business, conditions, assets, liabilities, operations, financial performance,
  prospects and consent solicitation.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7.

  	
   

  	
  Neither Seller nor any of their respective
  Affiliates or representatives, directly or indirectly: (1) solicit or
  encourage

  



 


22

















 


	
   

  	
   

  	
   

  	
  the initiation of any inquiry, proposal or
  offer from any Person (other than Purchaser) relating to any Acquisition
  Transaction; (2) participate in any discussions or negotiations with, or
  provide any non-public information to, any Person (other than Purchaser)
  relating to any Acquisition Transaction; or (3) consider the merits of
  any unsolicited inquiry, proposal or offer from any Person (other than
  Purchaser) relating to any Acquisition Transaction.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  8.

  	
   

  	
  Sellers do not, and cause the Company not
  to, effect or become a party to any Acquisition Transaction (except with
  respect to this Agreement).

  
	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
  Closing

  
	
   

  	
   

  	
   

  	
   

  
	
  6.1

  	
  Closing

  
	
   

  	
   

  	
   

  	
   

  
	
  6.1.1

  	
  Subject to
  the terms and conditions of this Agreement, Closing shall take place at the
  offices of Lett Law Firm, Rådhuspladsen 4, DK-1550 Copenhagen, Denmark, at
  09:00 (Copenhagen time) on the date five (5) Business Days following the
  Effective Date.

  
	
   

  	
   

  	
   

  	
   

  
	
  6.2

  	
  Actions to be taken by the
  Purchaser

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  At Closing, the Purchaser
  shall take the following actions and deliver to the Sellers or procure the
  following:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.

  	
   

  	
  Pay the cash payment of USD 5,000,000 in
  immediate available funds to the Sellers’ client account with Accura
  Advokataktieselskab, Reg. number: 3001, account number 3001 913 808, Swift:
  DABADKKK, IBAN: DK8030003001913808 in accordance with Clause 4.2.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.

  	
   

  	
  Deliver the Closing Shares in accordance
  with Section 4.3 hereof.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.

  	
   

  	
  Deposit the Closing Shares in the Escrow
  Account subject to terms and conditions in the Escrow Agreement cf. Schedule
  4.3.3.

  



 


23

















 


	
   

  	
  4.

  	
   

  	
  Deposit the Performance Shares in the
  Escrow Account subject to terms and conditions in the Escrow Agreement cf.
  Schedule 4.3.3.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.

  	
   

  	
  Repay the outstanding balance including
  interest pursuant to the loans as mentioned in Schedule 4.2(c). The
  outstanding balance including interest as of Closing shall not exceed DKK
  5,600,000.

  
	
   

  	
   

  	
   

  	
   

  
	
  6.3

  	
  Actions to be taken by the
  Sellers

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  At Closing, the Sellers shall take the
  following actions and deliver to the Purchaser or procure the following:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.

  	
   

  	
  Enter or cause the name of the Purchaser,
  or any intra-group entity designated by the Purchaser, to be entered into the
  Company’s register of shareholders, it being understood that irrespective of
  the fact that another entity within the Purchaser’s group may be entered into
  the Company’s register of shareholders, the Purchaser shall remain fully
  liable for any and all obligations under this Agreement.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.

  	
   

  	
  Settle or cause the settlement by the
  Company of any debt facility provided by the Sellers or the Sellers’
  Affiliates to the Company.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.

  	
   

  	
  Procure and deliver documentary evidence,
  in the form of resignation letters, that all of the members of the Board of
  Directors or supervisory board of the Company (save for such members which
  are elected or appointed by organisations of employees or by employees of the
  Company) appointed by the Sellers resign and waive the right to any Board fee
  regarding the period after the Closing and confirm that they do not have any
  claims against any members of the Company, except for a pro rata fee for the
  period from Signing until Closing. In case a member of the Board of Directors
  will be asked to stay as a member of the Board of Directors, such member
  shall as of the Closing Date waive any right to any Board fee regarding the
  period up and until Closing and confirm that such member does not have any
  claims against the Company or any former or current member of the Board of
  Directors.

  



 


24

















 


	
   

  	
  4.

  	
   

  	
  Procure and deliver documentary evidence of
  the total amount outstanding on the Loans.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.

  	
   

  	
  Procure signed service agreements between
  the Company and the Key Employees.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.

  	
   

  	
  Procure signed employment agreements
  between the Company and the Employees as mentioned in Schedule 9.12.1 within
  a period of 5 Business Days after Closing.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7.

  	
   

  	
  Procure written documentation that written
  consents from customers have been obtained, if so required in the agreements
  between the Company and the customer, including but not limited to the
  agreement with Sensys Pty.

  
	
   

  	
   

  	
   

  	
   

  
	
  6.4

  	
  Actions to be taken by the
  Sellers and the Purchaser

  
	
   

  	
   

  	
   

  	
   

  
	
  6.4.1

  	
  At Closing,
  the Sellers and the Purchaser shall execute and deliver any and all other
  appropriate documents necessary to transfer and perfect title to the Shares
  and to the Sellers’ Shares, respectively.

  
	
   

  	
   

  	
   

  	
   

  
	
  6.4.2

  	
  At Closing,
  the Sellers and the Purchaser shall cause extraordinary meetings of
  shareholders to be held in the Company (such
  meetings to be convened prior to Closing) in order to elect new members to
  the Board of Directors of the Company and new auditors, if applicable.

  
	
   

  	
   

  	
   

  	
   

  
	
  6.4.3

  	
  Each of the
  actions required to be performed at Closing pursuant to Clauses 6.1 - 6.4
  shall be deemed to have occurred simultaneously, and none of such actions
  shall be considered performed until and unless all such actions have been
  performed or explicitly waived by the recipient Party.

  
	
   

  	
   

  	
   

  	
   

  
	
  6.5

  	
  Post Closing Tasks

  
	
   

  	
   

  	
   

  	
   

  
	
  6.5.1

  	
  The
  Purchaser shall procure that within 10 (ten) Business Days of the Closing
  Date, the individuals set out in Clause 6.3, having resigned at Closing shall
  be de-registered with any relevant company registers and pending such
  de-registration the Purchaser shall indemnify and hold harmless (without the
  limitations found in Clause 12.4) such individuals

  



 


25

















 


	
   

  	
  against any
  and all claims of whatever nature arising out of the operations of the
  Company after the Closing Date.

  
	
   

  	
   

  	
   

  	
   

  
	
  6.5.2

  	
  At and after
  the Closing, each Party shall do or procure to be done all reasonable acts
  necessary to consummate the transactions contemplated hereby.

  
	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
  No IPO

  
	
   

  	
   

  	
   

  	
   

  
	
  7.1.1

  	
  In the event
  that the Purchaser decides not to pursue an IPO, which the Purchaser
  currently aim to complete no later than 1 July 2008, this Agreement
  shall be considered null and void as of the date the Purchaser notifies the
  Sellers hereof in writing which date must be within three (3) Business
  Days after such decision is taken by the Purchaser.

  
	
   

  	
   

  	
   

  	
   

  
	
  7.1.2

  	
  However, the
  Parties agree that in that event, they shall use good efforts for 20 Business
  Days following the day of notification, cf. Clause 7.1.1, to try to negotiate
  and agree on a term sheet for another transaction, whereby the Purchaser
  acquires all or some of the Shares.

  
	
   

  	
   

  	
   

  	
   

  
	
  7.1.3

  	
  In the event
  that the Purchaser has not successfully completed an IPO by 1 July 2008
  a cash break-up fee of USD 150,000 must be paid from the Purchaser to the
  Sellers’ client account with Accura Advokataktieselskab, Reg. number.: 3001,
  account number 3001 913 808, Swift: DABADKKK, IBAN: DK8030003001913808 or the
  Purchaser may exercise the Purchaser’s option as set forth in Clause 7.1.4.

  
	
   

  	
   

  	
   

  	
   

  
	
  7.1.4

  	
  As an
  alternative to the Purchaser paying the break-up fee as stipulated in Clause
  7.1.3, the Purchaser may at its sole discretion choose to provide the Funding
  to the Company, and the Company shall be obliged to accept such Funding as
  compensation for the break up fee.

  
	
   

  	
   

  	
   

  	
   

  
	
  7.1.5

  	
  If the
  Purchaser chooses to provide Funding to the Company as stated in Clause
  7.1.4, the Purchaser shall from 1 July 2008 to 31 December 2008
  have the right of first refusal – on terms identical to those governing the
  transaction in question - if the Sellers or the Company, as the case may be,
  decides (i) to accept any substantial equity or equity related investment
  in the Company exceeding USD 500,000, (ii) to enter into a share swap,
  merger, transfer of material assets, pledge of material assets or license to
  material assets. As an alternative to the right of first refusal,

  



 


26

















 


	
   

  	
  the
  Purchaser has the right to convert the loans into shares (including
  preference shares if such are offered in the relevant transaction) in the
  Company prior to such transaction taking place. The convertion rate shall be
  defined by a Danish independent state authorised accountant jointly appointed
  by the Sellers and the Purchaser, or in case an agreement cannot be reached,
  by a state authorised accountant to be appointed by the Institute of State
  Authorised Accountants in Denmark (in Danish: Foreningen af
  statusautoriserede revisorer). In case of the Purchaser converting the loans
  into shares in the Company, the Purchaser shall accept a drag-along clause,
  on terms identical to those of the Sellers or any other shareholder in the
  Company, in order for the Sellers to be able to sell all the Shares in the
  Company. If the Purchaser chooses not to exercise its right of first refusal
  or its right to convert the loans into share capital, all outstanding loans
  to the Purchaser provided to the Company, including accrued interest, shall
  be repaid to the Purchaser no later than 31 December 2009. The terms and
  conditions in the Master Loan Agreement entered into between the Purchaser
  and the Company in January 2008 shall, mutatis mutantis, apply to the
  Funding.

  
	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
  Due Diligence Documentation

  
	
   

  	
   

  	
   

  	
   

  
	
  8.1

  	
  Due Diligence Documentation

  
	
   

  	
   

  	
   

  	
   

  
	
  8.1.1

  	
  In the
  period 6 December 2007 – 31 January 2008 the Purchaser – through
  its management and its professional advisors - has conducted a due diligence
  investigation of the Company. In a data room located at the offices of the
  Sellers’ legal counsel, Accura Law Firm, Tuborg Boulevard 1, DK-2900
  Hellerup, Denmark, the Purchaser has been given access to the Due Diligence
  Documentation.

  
	
   

  	
   

  	
   

  	
   

  
	
  8.1.2

  	
  To the best
  of the Sellers’ Knowledge, the content of the Due Diligence Documentation has
  been compiled in a way which is loyal and fair to the Purchaser.

  
	
   

  	
   

  	
   

  	
   

  
	
  8.1.3

  	
  The Sellers
  state that the Purchaser has received full and complete answers to any and
  all questions raised during the Purchaser’s due diligence investigation.

  
	
   

  	
   

  	
   

  	
   

  
	
  8.1.4

  	
  The Sellers
  provide no representation or warranty which is or may amount to an opinion,
  estimate, forecast or projections as to the future

  



 


27

















 


	
   

  	
  value and
  profitability of the Company following Closing or any warranties about any
  opinion, estimate, forecast or projection with regard to any information
  provided to the Purchaser as part of the Due Diligence Documentation.

  
	
   

  	
   

  	
   

  	
   

  
	
  8.1.5

  	
  A list of the
  Due Diligence Documentation made available to the Purchaser until the date
  hereof is set forth in Schedule 8.1.5.

  
	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
  Warranties of the Sellers

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  The Sellers, severally and not
  jointly, pro rata to its ownership percentage, make the following Warranties
  to the Purchaser subject to and qualified by all matters, facts, information
  or circumstances mentioned in this Agreement or any Schedules hereto. For the
  sake of clarity, Warranties given under Clauses 9.3 (Title) and 9.5 (Share
  Capital), are not subject to any qualifications, including the qualifications
  mentioned above and are hence given as strict Warranties.

  
	
   

  	
   

  	
   

  	
   

  
	
  9.1

  	
  Authority

  
	
   

  	
   

  	
   

  	
   

  
	
  9.1.1

  	
  The Sellers
  have the power and lawful authority required to enter into, execute and
  deliver this Agreement and to perform their obligations hereunder. The Board
  of Directors of the respective Sellers (if applicable) have taken all action
  required to authorise the execution of this Agreement and the consummation of
  the transactions contemplated hereby.

  
	
   

  	
   

  	
   

  	
   

  
	
  9.1.2

  	
  This
  Agreement has been duly executed by the Sellers and is a valid and binding
  obligation of the Sellers enforceable in accordance with its terms, except as
  such enforceability may be limited by applicable bankruptcy, insolvency or
  other similar Laws which affect the enforcement of creditors’ rights in
  general.

  
	
   

  	
   

  	
   

  	
   

  
	
  9.2

  	
  No breach

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  The execution and performance
  of this Agreement and the consummation of the transactions contemplated
  hereby will not:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.

  	
   

  	
  Violate any provision of the Constituent
  Documents of the Sellers or, if applicable, of the Company.

  



 


28

















 


	
   

  	
  2.

  	
   

  	
  Violate any material order, judgement,
  injunction, award or decree of any court, arbitrator or governmental or
  regulatory body against, or binding upon, the Sellers or the Company.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.

  	
   

  	
  Violate any material statute, Law or
  regulation applicable to the Sellers or the Company.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.

  	
   

  	
  Violate or constitute a breach of any
  Material Agreements entered into between the Company and third parties.

  
	
   

  	
   

  	
   

  	
   

  
	
  9.3

  	
  Title

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  The Sellers have full and
  unrestricted title to the Shares, free and clear of any lien, option, claim,
  charge, encumbrance or other security interest.

  
	
   

  	
   

  	
   

  	
   

  
	
  9.4

  	
  The Company

  
	
   

  	
   

  	
   

  	
   

  
	
  9.4.1

  	
  The Company
  is duly organised, validly existing under applicableLaw and have the
  corporate power and lawful authority to own, lease and operate the assets and
  business as now being conducted.

  
	
   

  	
   

  	
   

  	
   

  
	
  9.4.2

  	
  The Company
  has no subsidiaries or associated companies.

  
	
   

  	
   

  	
   

  	
   

  
	
  9.5

  	
  Share Capital

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  As at Closing, the Company
  will have issued the Shares and the Sellers will be the sole holders of the
  Shares. The shares constitute 100% of the outstanding share capital of the
  Company.

  
	
   

  	
   

  	
   

  	
   

  
	
  9.6

  	
  Warrants, Options or Other
  Rights in relation to the Shares

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Except for the Warrants as
  mentioned in Schedule F, there is no outstanding right, subscription,
  warrant, call, unsatisfied pre-emptive right, option or other agreement of
  any kind to purchase or otherwise to receive from the Sellers or the Company
  any shares or equity related instrument of the Company, and there is no
  outstanding security of any kind convertible into shares of the Company.

  



 


29

















 


	
  9.7

  	
  Constituent Documents

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  The Due Diligence
  Documentation contains complete and correct copies of the Constituent
  Documents of the Company.

  
	
   

  	
   

  	
   

  	
   

  
	
  9.8

  	
  Financial Statements

  
	
   

  	
   

  	
   

  	
   

  
	
  9.8.1

  	
  The Accounts
  2007 are, and the Interim Accounts shall be, true and accurate in all
  material respects. The Accounts, and the Interim Accounts shall:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.

  	
   

  	
  give a true and fair view of
  and accurately present the financial position, the state of affairs and the
  assets and liabilities of the Company respectively, at the Accounts Date, and
  its results of operations for the period to which they relate;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.

  	
   

  	
  the Accounts have been
  prepared in accordance with the Accounting Principles.

  
	
   

  	
   

  	
   

  	
   

  
	
  9.8.2

  	
  The Company
  has no material accrued, contingent or other liabilities of any nature,
  either matured or unmatured (whether or not required to be reflected in
  financial statements in accordance with generally accepted accounting
  principles, and whether due or to become due), except for:
  (a) liabilities identified as such in the “liabilities” column of the
  Accounts 2007; (b) accounts payable that have been incurred by the
  Company since the date of the Accounts Date in the ordinary course of
  business and consistent with the Company’s past practices; and
  (c) liabilities under the Material Contracts, to the extent the nature and
  magnitude of such liabilities can be specifically ascertained by reference to
  the text of such Material Contracts.

  
	
   

  	
   

  	
   

  	
   

  
	
  9.8.3

  	
  Since the
  Account Date, there has been no material change in the manner or time of
  payment by the Company to its creditors, or the issue of invoices or
  collection of debts, or policy of reserving for bad debts and the Company has
  not paid or undertaken to pay any material sum or debt other than under a
  liability incurred in the ordinary course of business.

  
	
   

  	
   

  	
   

  	
   

  
	
  9.8.4

  	
  The
  accounting registers, books and records of the Company are up-to-date and
  have been maintained in accordance with applicable Laws and regulations, and
  kept for a duration which complies with the standards and common practices in
  force and are filed in such way that they can

  



 


30














 


	
   

  	
   

  	
  be easily
  and quickly retrieved if necessary. At the Closing Date, all of the books and
  records concerning the Company will be in the possession of the Company.

  
	
   

  	
   

  	
   

  
	
  9.8.5

  	
   

  	
  Material
  Agreements

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Schedules 9.8.6 through
  9.8.17 contain an exhaustive, complete, true and not misleading list of all
  of the following agreements and commitments, each agreement and commitment
  with a minimum annual value of USD 10,000 or of a substantial importance for
  the Company other than those concluded with Purchaser or an Affiliate of the
  Purchaser, whether written or oral, (i) to which the Company is a party
  and (ii) which have not yet been completely fulfilled and/or under which
  recurring obligations exist:

  
	
   

  	
   

  	
   

  
	
  9.8.6

  	
   

  	
  agreements
  securing indebtedness of third parties such as pledges, guarantees,
  securities or letters of comfort extended by the Company to any third parties
  that will continue in effect or with respect to which the Company will have
  any liabilities after the Closing Date;

  
	
   

  	
   

  	
   

  
	
  9.8.7

  	
   

  	
  non-compete,
  restrictive covenants or other agreements that restrict the Company from
  operating its business as conducted on the date hereof except for vertical
  restrictions under distributorship, agency agreements and alike agreements;

  
	
   

  	
   

  	
   

  
	
  9.8.8

  	
   

  	
  license
  agreements (in-license or out-license) for material Intellectual Property
  Rights (other than standard commercially available, off-the-shelf licenses in
  the amount of less than USD 10,000 per year);

  
	
   

  	
   

  	
   

  
	
  9.8.9

  	
   

  	
  loan or
  other credit agreements entered into by the Company as lender (except for
  customary extensions of payment periods for receivables or payables granted
  or received in the ordinary course of business) as well as factoring
  agreements;

  
	
   

  	
   

  	
   

  
	
  9.8.10

  	
   

  	
  contracts
  relating to the construction, the acquisition or the sale of fixed assets or
  other capital expenditures involving an amount in excess of DKK 150,000 per
  year;

  
	
   

  	
   

  	
   

  
	
  9.8.11

  	
   

  	
  agreements
  with authorised dealers or commercial agents, sales representative or similar
  contract under which any third party is

  



 


31

















 


	
   

  	
   

  	
  authorised
  to sell, sublicense, lease, distribute, market or take orders for any of the
  Company’s products, services or technology;

  
	
   

  	
   

  	
   

  
	
  9.8.12

  	
   

  	
  agreements
  with advisors or consultants;

  
	
   

  	
   

  	
   

  
	
  9.8.13

  	
   

  	
  joint venture,
  consortium, cooperation, joint development or similar agreements with third
  parties;

  
	
   

  	
   

  	
   

  
	
  9.8.14

  	
   

  	
  agreements
  pertaining to services in the fields of sales, distribution, marketing,
  advertising and/or research and development with third parties and any
  agreements pertaining to the outsourcing of material business operations of
  the Company;

  
	
   

  	
   

  	
   

  
	
  9.8.15

  	
   

  	
  agreements
  with annual payment obligations of the Company or its contractual partners of
  more than DKK 150,000 per year;

  
	
   

  	
   

  	
   

  
	
  9.8.16

  	
   

  	
  contracts
  that would terminate or could be terminated by the other contract party or
  under which any other rights are triggered, in each case as a result of the
  consummation of the transaction contemplated under this Agreement;

  
	
   

  	
   

  	
   

  
	
  9.8.17

  	
   

  	
  agreements
  or obligations which (a) are not at arm’s length conditions or
  (b) have been entered into or incurred outside the ordinary course of
  business.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Besides the Mobile People
  Contracts, the Company has not concluded any Material Agreements which have
  proved substantially less favourable to the Company than assumed at the date
  of conclusion due to changed circumstances or upon further examination, and
  which were not performed in full until this financial year or which have not
  yet been performed in full.

  
	
   

  	
   

  	
   

  
	
  9.9

  	
   

  	
  Compliance with Material
  Agreements

  
	
   

  	
   

  	
   

  
	
  9.9.1

  	
   

  	
  All Material
  Agreements are valid, legally binding and, to Sellers’ Knowledge, enforceable
  and entered into at arm’s length terms and conditions.

  
	
   

  	
   

  	
   

  
	
  9.9.2

  	
   

  	
  None of the
  Material Agreements have been terminated by any party and no party to a
  Material Agreement has given written notice to terminate a Material
  Agreement.

  



 


32

















 


	
   

  	
   

  	
  Neither the Company nor, to Sellers’
  Knowledge, any counterparty to any Material Agreement has, within the past
  one (1) year prior to the date hereof, been, or is currently, in breach
  of any obligation under any Material Agreement. In particular, without
  limitation, neither the Company nor, to Sellers’ Knowledge, any counterparty
  to any Material Agreement is in default with any material obligation under,
  or has repudiated any provision of, any Material Agreements.

  
	
   

  	
   

  	
   

  
	
  9.10

  	
   

  	
  Absence of Adverse Changes

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Since 1 January 2008 and until the
  Closing Date, the Company:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1.

  	
  has conducted its business in
  the ordinary course and has not made any material unusual contracts, contract
  changes or commitments and has not sold, assigned or transferred any material
  tangible or intangible assets, except in the ordinary course of business.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  2.

  	
  has not incurred any material
  obligation or liability (absolute or contingent) except liabilities incurred
  in the ordinary course of business.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  3.

  	
  has not made any declaration
  or setting aside or payment of any dividend not provided for in the Accounts
  2007.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  4.

  	
  paid or agreed to pay
  (settled) any claim which will constitute a violation of the Warranties.

  
	
   

  	
   

  	
   

  	
   

  
	
  9.11

  	
   

  	
  Taxes

  
	
   

  	
   

  	
   

  
	
  9.11.1

  	
   

  	
  The Company has duly and
  timely filed all Tax returns required to be filed by it on or prior to the
  date hereof with the national or local tax authorities and all Taxes relating
  to the period prior to the signing of this Agreement have, to the extent they
  have fallen due prior hereto, been fully and timely paid or, if not, due and
  payable, adequately reserved for in the accounts of the Company.

  



 


33

















 


	
  9.12

  	
   

  	
  Employment
  Matters

  
	
   

  	
   

  	
   

  
	
  9.12.1

  	
   

  	
  Schedule
  9.12.1 contains a complete and accurate list of all Employees including the
  Key Employees, including relevant information on:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1.

  	
  their position/occupation,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  2.

  	
  date of entry and the applicable notice period or, in case of a
  fixed-term contract, the contractual term,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  3.

  	
  the overall
  cost for salary and other remuneration components (including flexible
  elements such as bonus etc. and non-cash benefits such as company cars etc.)
  as well as

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  4.

  	
  any other employment related cost incurred during the last business
  year.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  5.

  	
  compensation payments payable under post-contractual restriction
  provisions as well as any

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6.

  	
  other
  benefits (including bonus, incentive payments, company car, share schemes or
  similar, pension entitlements, severance payment entitlements etc.)

  
	
   

  	
   

  	
   

  	
   

  
	
  9.12.2

  	
   

  	
  The
  consummation of the transactions contemplated in this Agreement will not
  (i) entitle any Employee or Key Employee of the Company to severance
  pay, unemployment compensation, bonus payment or any other payment, or
  (ii) entitle any Employee or Key Employee to terminate or shorten his or
  her employment.

  
	
   

  	
   

  	
   

  
	
  9.12.3

  	
   

  	
  None of the
  Employees or Key Employees have given written notice of termination of his or
  her employment or has declared any intention to this effect.

  
	
   

  	
   

  	
   

  
	
  9.12.4

  	
   

  	
  Up to
  Signing/Closing, the Company has paid in full and in due time all payable
  claims of its Employees as well as all payable statutory contributions
  relating to its Employees, premiums for insurances taken out in favour of
  Employees as well as any other Taxes or contributions due under statutory or
  contractual provisions. With respect to any remuneration or entitlements
  which have accrued but are not yet payable, sufficient provision to cover
  fully the respective payments has been set aside in the Accounts 2007.

  



 


34

















 


	
  9.12.5

  	
   

  	
  The Company
  is party to the bargaining agreements and local agreements mentioned in
  Schedule 9.12.5.

  
	
   

  	
   

  	
   

  
	
  9.12.6

  	
   

  	
  The Company
  has in all material respects complied with all statutes, collective
  bargaining agreements, works agreements and other terms and conditions of
  employment, whether contractual, collective or statutory.

  
	
   

  	
   

  	
   

  
	
  9.12.7

  	
   

  	
  No material
  disputes or claims for remuneration or working time adjustments or any other
  employment related matter exist on the part of Employees or of the relevant
  trade unions or employee representative bodies. No Employees or directors owe
  the Company money for any reason.

  
	
   

  	
   

  	
   

  
	
  9.12.8

  	
   

  	
  There is no
  accrued pension claims of the present and past employees of the Company not
  fully provided for in the Accounts 2007.

  
	
   

  	
   

  	
   

  
	
  9.12.9

  	
   

  	
  The Company
  in all materiality complies with all applicable Laws in respect of health and
  hygiene in the workplace, occupational health and safety and prevention of
  workplace accidents.

  
	
   

  	
   

  	
   

  
	
  9.13

  	
   

  	
  Insolvency

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  No order has been made,
  petitioned or presented and no meeting convened for the purpose of
  considering a resolution for the winding-up of or appointment of any
  administrator or receiver for any member of the Company.

  
	
   

  	
   

  	
   

  
	
  9.14

  	
   

  	
  Largest customers and largest
  suppliers

  
	
   

  	
   

  	
   

  
	
  9.14.1

  	
   

  	
  Schedule
  9.14.1(a) contains a complete, correct and not misleading list of the
  five (5) largest customers, as measured by the business volume for the
  fiscal year ended on December 31, 2007, and Schedule
  9.14.1(b) contains a complete, correct and not misleading list of the
  five (5) largest suppliers of the Company, as measured by the business
  volume for the fiscal year ended on 31 December 2007. To the Sellers’
  Knowledge, no circumstances suggesting that any of said customers or
  suppliers will materially reduce the volume of its previous commercial activity
  with the Company, except for the Purchaser, are present.

  



 


35

















 


	
  9.15

  	
   

  	
  Related Party Matters

  
	
   

  	
   

  	
   

  
	
  9.15.1

  	
   

  	
  No material
  contracts or arrangements outside the ordinary course of business exist as of
  the date hereof between of the first part the Company and of the second part
  the Sellers or Affiliates of such.

  
	
   

  	
   

  	
   

  
	
  9.16

  	
   

  	
  Intellectual Property Rights

  
	
   

  	
   

  	
   

  
	
  9.16.1

  	
   

  	
  The Company
  either owns or has all necessary licenses to use the Intellectual Property
  Rights used in the operation of the Company (including for the avoidance of
  any doubt standard software), and the Company has duly paid all material
  license fees to any third party. The exercise and use of any third party
  intellectual property rights is in conformity with agreements made with third
  parties, and the Company or relevant third parties have not terminated and
  are not in breach of any intellectual property related agreement.

  
	
   

  	
   

  	
   

  
	
  9.16.2

  	
   

  	
  The Company
  owns the Intellectual Property Rights to the software, products and
  technologies listed in Schedule 9.16.2. To the Sellers’ Knowledge, the
  Company is the sole legal and beneficial owner of all Intellectual Property
  Rights listed in Schedule 9.16.2, and no such Intellectual Property Rights
  are subject to any lien, option, claim, charge, encumbrance or other security
  interest.

  
	
   

  	
   

  	
   

  
	
  9.16.3

  	
   

  	
  Save as set
  out in Schedule 9.16.3 in respect of third party software used internally by
  the Company for providing hosted services to customers, no open source
  software or similar has been used in, or during the development of, any of
  the current products, software or technology of the Company which could
  materially affect the Company’s possibilities to exploit such products,
  software or technology materially or limit the Company’s full title to such
  products, software or technology. Further, no open source software used by
  the Company has been conveyed to any third party. Schedule 9.16.3 further
  includes all applicable license terms and conditions of any open source
  software or similar used by the Company.

  
	
   

  	
   

  	
   

  
	
  9.16.4

  	
   

  	
  None of the
  products or technology developed by or for the Company (including products or
  technology currently under development) incorporate any software which is
  licensed on terms which provide for derivatives of the licensed software to
  be made available to the public.

  



 


36

















 


	
  9.16.5

  	
   

  	
  No third
  party products, technology or software has been included or embedded in the
  products, software or technology of the Company without a valid license.

  
	
   

  	
   

  	
   

  
	
  9.16.6

  	
   

  	
  The Company
  is not engaged in any dispute in which any third party is claiming that the
  Company infringes the intellectual property rights of the third party and
  undertakes no activities which infringe any material intellectual property
  rights of any third party.

  
	
   

  	
   

  	
   

  
	
  9.16.7

  	
   

  	
  The Company
  is not engaged in any dispute in which the Company is claiming that a third
  party infringes the Intellectual Property Rights of the Company.

  
	
   

  	
   

  	
   

  
	
  9.17

  	
   

  	
  Compliance with Legal
  Requirements

  
	
   

  	
   

  	
   

  
	
  9.17.1

  	
   

  	
  The Company
  has not in any material manner violated applicable Laws, including national
  and EU competition Law or other regulatory matters and have obtained all
  permits and approvals materially required for the conduct of the operations
  of the Company.

  
	
   

  	
   

  	
   

  
	
  9.17.2

  	
   

  	
  To the
  Sellers’ Knowledge, no applicable statutes, regulations or other legislation,
  and no terms or conditions laid down by the authorities prescribe any duty
  for the Company to change existing conditions which will cause material
  expenses or inconvenience.

  
	
   

  	
   

  	
   

  
	
  9.17.3

  	
   

  	
  To the
  Sellers’ Knowledge, neither the Company nor any current Employee or former
  managing director or employee of the Company has, for or on behalf of the
  Company,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1.

  	
  used any funds for unlawful
  contributions, gifts, entertainment or other unlawful expenses relating to
  political activity,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  2.

  	
  made any unlawful payment to
  foreign or domestic government officials or employees or to foreign or
  domestic political parties or campaigns, or

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  3.

  	
  made
  any other payment in violation of applicable Law.

  
	
   

  	
   

  	
   

  	
   

  
	
  9.17.4

  	
   

  	
  Within three
  (3) years prior to the date hereof, the Company has not received written
  notice of an investigation or review by any governmental authority with
  respect to a material violation of any Law

  



 


37

















 


	
   

  	
   

  	
  or
  regulation relating to the Company’s business and no such investigation or
  review is pending or threatened. To the Sellers’ Knowledge, no circumstances
  exist which would be likely to give rise to such investigation or review.

  
	
   

  	
   

  	
   

  
	
  9.17.5

  	
   

  	
  After 1
  January 2008 the Company has had no inspection visits from the National
  Working Environment Authority (Arbejdstilsynet) and has received no enquiries
  in respect hereof.

  
	
   

  	
   

  	
   

  
	
  9.17.6

  	
   

  	
  The Company
  is in compliance with all applicable data protection and privacy laws.

  
	
   

  	
   

  	
   

  
	
  9.18

  	
   

  	
  Change of Control Contracts

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  No Change of Control Contracts, except the
  agreements listed in Schedule 9.18, exist which have contributed or will
  contribute more than 5 per cent of the aggregate annual revenue of the
  Company as of the Accounts Date.

  
	
   

  	
   

  	
   

  
	
  9.19

  	
   

  	
  Actions and Proceedings

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Except as described above,
  there are no outstanding orders, judgements, injunctions, awards or decrees
  of any court, governmental or regulatory body or arbitration tribunal against
  the Company which, individually or in the aggregate, could have a material
  adverse effect upon the transactions contemplated by this Agreement or upon
  the financial position of the Company and to the Sellers’ Knowledge no such
  orders, judgements, injunctions, awards or decrees are threatened.

  
	
   

  	
   

  	
   

  
	
  9.20

  	
   

  	
  Insurance

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  All insurance policies held by
  the Company and their respective renewal dates are listed in Schedule 9.20.
  All such insurance policies are in full force and effect as of the date
  hereof and the Company is in compliance with all terms and conditions
  contained in such insurance policies. All premiums required to be paid under
  the insurance policies for the period up to the Closing Date have been paid.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  No claims have been made by
  the Company under any insurance policy.

  



 


38

















 


	
   

  	
   

  	
  To the Sellers’ Knowledge,
  there are no facts, matters or circumstances likely to give rise to any
  future material insurance claims and/or likely to have a material adverse
  affect on future insurance premiums payable in respect of the Company.

  
	
   

  	
   

  	
   

  
	
  9.21

  	
   

  	
  Bank Accounts

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Schedule 9.21 contains a
  complete and correct list of all bank accounts of the Company and the
  authorised signatories.

  
	
   

  	
   

  	
   

  
	
  9.22

  	
   

  	
  Transaction costs

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  None of the Sellers’ costs
  relating to the transaction contemplated by this Agreement have been or shall
  be paid by the Company, neither have such costs otherwise been placed with
  the Company.

  
	
   

  	
   

  	
   

  
	
  9.23

  	
   

  	
  Full Disclosure

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Sellers have fulfilled
  their obligations under Danish law to loyally inform the Purchaser of
  material facts and information of material adverse significance to the
  Company which are within the Sellers’ Knowledge (Sælgerens
  loyale oplysningsforpligtelse).

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  To the best of the Sellers’
  Knowledge, the information listed in the Due Diligence Documentation and all
  other information provided to the Purchaser prior to the date hereof is true
  and correct in all material aspects, and there are no material facts not
  disclosed to the Purchaser rendering such information untrue or misleading.

  
	
   

  	
   

  	
   

  
	
  9.24

  	
   

  	
  Qualification of subcontractor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Sellers shall indemnify
  the Purchaser for any and all claims raised by the tax authorities and/or
  Søren Steen Pedersen, if the tax authorities consider Søren Steen Pedersen to
  be an employee and not an independent subcontractor.

  



 


39

















 


	
  10.

  	
   

  	
  Representations and Warranties
  of the Purchaser

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Purchaser represents and Warrants to
  the Sellers as follows:

  
	
   

  	
   

  	
   

  
	
  10.1

  	
   

  	
  Incorporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Purchaser is duly organised, validly
  existing and in good standing under the laws of its jurisdiction of
  incorporation and has the corporate power and lawful authority to own, lease
  and operate its assets and business and to carry on its business as now being
  conducted.

  
	
   

  	
   

  	
   

  
	
  10.2

  	
   

  	
  Authority

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Purchaser has the full
  legal right and power and all authority and approval required to enter into,
  execute and deliver this Agreement and to perform its obligations under this
  Agreement. This Agreement has been duly executed and delivered and is the
  valid and binding obligation of the Purchaser enforceable in accordance with
  its terms, except as such enforceability may be limited by applicable
  bankruptcy, insolvency or other similar laws which affect the enforcement of
  creditors’ rights in general.

  
	
   

  	
   

  	
   

  
	
  10.3

  	
   

  	
  No Breach

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The execution, delivery and
  performance of this Agreement and the consummation of the transactions contemplated
  hereby will not

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1.

  	
  violate any provision of the Constituent
  Documents of the Purchaser;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  2.

  	
  violate any material order, judgement,
  injunction, award or decree of any court, arbitrator or governmental or
  regulatory body against, or binding upon, the Purchaser; or

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  3.

  	
  violate any material statute, Law or
  regulation applicable to the Purchaser.

  



 


40














 


	
  10.4

  	
   

  	
  IPO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  In the event the Purchaser
  completes an IPO, the Purchaser will comply with all applicable United States
  and Canadian securities laws in respect to this initial public offering.

  
	
   

  	
   

  	
   

  
	
  10.5

  	
   

  	
  Escrow Account

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Purchaser will comply with
  all applicable Laws including, but not limited to, the securities laws in
  respect to the establishment of the Escrow Account.

  
	
   

  	
   

  	
   

  
	
  10.6

  	
   

  	
  Title to the Sellers Shares

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  At Closing and when placed in the Escrow
  Account, the Sellers’ Shares shall be free and clear of any lien, option,
  claim, charge, encumbrance or other security interest, other than in
  accordance with this Agreement.

  
	
   

  	
   

  	
   

  
	
  11.

  	
   

  	
  Covenants and agreements

  
	
   

  	
   

  	
   

  
	
  11.1

  	
   

  	
  Closing Shares – lock-up
  period

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a)

  	
   

  	
  Mobile People Holding ApS hereby agrees to
  accept and acknowledge the Lock-up Agreement as mentioned in Schedule 11.1,
  and thus not to sell, transfer, make any short sale of, grant any option for
  the purchase of, or enter into any hedging or similar transaction with the
  same economic effect as a sale, any of the Closing Shares held by Mobile
  People Holding ApS for (i) the 12-month period following the
  Effective Date and (ii) the 90-day period following the effective date
  of a registration statement of the Purchaser filed under the Securities
  Act (or such longer period, not to exceed 18 days after the expiration of the
  90-day period, as the underwriters or the Company shall request in order to
  facilitate compliance with FINRA Rule 2711); provided,  that  all officers and directors of
  the Purchaser and holders of at least one percent (1%)
  of Purchaser’s voting securities enter into similar agreements. The
  obligations described in this Clause 11.1 shall not apply to a
  registration relating solely to employee benefit plans on Form S-1 or
  Form S-8 or similar forms that may be promulgated in the future, or a
  registration relating

  



 


41

















 


	
   

  	
   

  	
   

  	
   

  	
  solely to a transaction on Form S-4 or
  similar forms that may be promulgated in the future;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  b)

  	
   

  	
  Mobile People Holding ApS agrees to execute
  and deliver such other agreements as may be reasonably requested by
  the Purchaser and/or the managing underwriter(s) which are
  consistent with the foregoing or which are necessary to give further effect
  thereto. In order to enforce the foregoing covenant, the Purchaser may
  impose stop-transfer instructions with respect to Mobile People Holding ApS’
  Closing Shares (or other securities) until the end of such period. The
  underwriters of the IPO are intended third party beneficiaries of this
  Section 11.1 and shall have the right, power and authority to enforce
  the provisions hereof as though they were a party hereto.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  c)

  	
   

  	
  The Warrantholdes shall not be sucject to
  Clause 11.1.

  
	
   

  	
   

  	
   

  
	
  11.2

  	
   

  	
  Change of Control Contracts

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Sellers shall obtain any
  and all consents under any Change of Control Contracts as laid down in
  Schedule 9.18.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Sellers shall cooperate
  with the Purchaser in taking all reasonable steps to obtain consents under
  any Change of Control Contracts.

  
	
   

  	
   

  	
   

  
	
  11.3

  	
   

  	
  Share Transfer Duty

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  No Danish share transfer duty
  shall be payable in connection with the transactions contemplated by this
  Agreement. Any share transfer duty payable under the Laws of the Purchaser’s
  jurisdiction in connection with this Agreement shall be paid by the
  Purchaser.

  
	
   

  	
   

  	
   

  
	
  11.4

  	
   

  	
  Expenses

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Parties
  to this Agreement shall, except otherwise specifically provided herein, bear
  their respective expenses incurred in connection with the preparation,
  execution and performance of this Agreement and the transactions contemplated
  hereby, including, without limitation, all

  



 


42

















 


	
   

  	
   

  	
  fees and
  expenses of investment banks, agents, representatives, counsel and
  accountants.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  All costs to Ernst &
  Young, in connection with the Company’s transfer of accounting principles
  into US GAAP, shall be paid by the Purchaser.

  
	
   

  	
   

  	
   

  
	
  11.5

  	
   

  	
  Joint taxation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Mobile People Holding ApS is the
  administrative company according to the Danish joint taxation rules. Mobile
  People Holding ApS and the Company is part of the mandatory Danish joint
  taxation. Consequently, the income of the Company is subject to joint
  taxation with Mobile People Holding ApS, until the control of the Company is
  transferred from Mobile People Holding ApS to the Purchaser. The joint
  taxation between Mobile People Holding ApS and the Company will cease upon
  Closing.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Mobile People Holding ApS shall give notice
  to the relevant Danish tax authorities of the termination of the joint
  taxation between Mobile People Holding ApS and the Company per the Closing
  Date as soon as possible and no later than twenty (20) Business Days after
  the Closing Date. The Purchaser shall receive copies of all correspondence
  with the Danish tax authorities in this respect.

  



 


43

















 


	
   

  	
   

  	
  As a consequence of the cessation of joint
  taxation, Mobile People Holding ApS shall prepare and file the Company’s
  income tax statements and tax returns for all income periods ending before or
  on the Closing Date including the income period from 1 January 2008 to
  the Closing Date (the “Final Income Period”). The income tax statement and
  the tax return for the Final Income Period shall in all materiality be drawn
  up in accordance with the same accounting and tax principles as have been
  applied to the Company’s income tax statement and tax returns for the income
  year 2007. The parties agree that the tax principles that shall be applied
  for the income year 2008 are in all materiality the same that were applied in
  respect of the tax return for the income year 2007. Mobile People Holding ApS
  shall procure that the tax return is completed in time for the Purchaser to
  review it. The Purchaser shall, no later than fourteen (14) Business Days
  after receipt of the tax return from Mobile People Holding ApS, inform Mobile
  People Holding ApS of any objections to the tax return. If the Purchaser has
  any objections, the Purchaser and Mobile People Holding ApS shall, with the
  assistance of the Company’s accountants, solve the dispute within ten
  (10) Business Days. Mobile People Holding ApS and the Company shall keep
  a copy of all relevant documents concerning the joint taxation which the
  relevant tax authorities may request for a period of 6 years after Closing.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Purchaser will on demand
  make available to Mobile People Holding ApS and its advisors all relevant
  book-keeping, accounting material and other documents which deems necessary
  in order to prepare the draft tax return for the period 1 January 2008
  until Closing.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Company shall be liable
  for any Taxes payable regarding the years 2005, 2006 and 2007 related to its
  own income. Due to the mandatory joint taxation, Mobile People Holding ApS
  shall – as the administration company in the tax consolidation – pay any
  Taxes payable until the termination of the joint taxation (Closing Date). In
  the following, all amounts to be reimbursed between Mobile People Holding ApS
  and the Company shall include all additional payments that may be due in
  respect of residual or overpaid Taxes.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  In the event the control of
  the Company for the purposes of the Danish tax consolidation rules is
  transferred or deemed to be transferred to the Purchaser on a date different
  to the Closing Date, the Parties agree that the income statement and tax
  return to be prepared for the Final Income

  



 


44

















 


	
   

  	
   

  	
  Period shall be adjusted
  accordingly by Mobile People Holding ApS. The said income tax statement and
  tax return shall in all materiality be drawn up in accordance with the same
  accounting and tax principles as have been applied to the tax statement and
  tax return prepared for the Company for the Final Income Period and the
  income year 2007.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The
  Purchaser shall:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (1)

  	
   

  	
  procure that the Company contributes, cf.
  Section 31 in the Danish Corporation Tax Act (in Danish:
  Selskabsskatteloven) (“Section 31”), to Mobile People Holding ApS no
  later than five (5) Business Days before the amount becomes due and
  payable to the Danish tax authorities an amount equal to any Tax which is to
  be or has been discharged by Mobile People Holding ApS on behalf of the
  Company pursuant to Section 31 provided that no such contribution
  (including for the avoidance of doubt any payment of on-account taxes) was
  made prior to or at the Closing Date.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (2)

  	
   

  	
  Procure that the Company repays to Mobile
  People Holding ApS any amounts received from Mobile People Holding ApS as
  reimbursement for utilization of the Company’s tax losses which the Company
  is or becomes obliged to repay to Mobile People Holding ApS pursuant to
  Section 31 due to an adjustment or reassessment of the Company’s tax
  losses, if applicable. Such repayment shall be made by the Company to Mobile
  People Holding ApS within twenty (20) Business Days from receipt of Mobile
  People Holding ApS’ written request for such repayment pursuant to
  Section 31 (6).

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Mobile People Holding ApS
  shall:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (3)

  	
   

  	
  pay to the Danish tax authorities when due
  and payable any tax amounts contributed to it by the Company pursuant to the
  rules on Danish joint taxation.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (4)

  	
   

  	
  pay to the Company a reimbursement amount
  corresponding to the tax value of any tax losses of the Company which have
  been utilized by Mobile People Holding ApS pursuant to Section 31 (6).

  



 


45

















 


	
   

  	
   

  	
  (5)

  	
   

  	
  pay to the Company within
  three (3) Business Days of receipt thereof from the Danish tax
  authorities an amount equal to any excess of the amount contributed by the
  Company to Mobile People Holding ApS pursuant to Section 31 in respect
  of any Taxes over the amount of Tax finally payable in respect of the
  Company.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Any payment of tax on account
  before Closing shall be credited the Company or Mobile People Holding ApS for
  the period before Closing. At Mobile People Holding ApS’ request, the
  Purchaser shall assist in reallocation according to Section 29B
  (2) in the Danish Corporate Tax Act regarding any payment of tax on
  account.

  
	
   

  	
   

  	
   

  
	
  12.

  	
   

  	
  Indemnification

  
	
   

  	
   

  	
   

  
	
  12.1

  	
   

  	
  Obligation of the Sellers to
  indemnify

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Subject to the limitations
  contained in this Clause 12, Mobile People Holding ApS agrees to indemnify,
  defend and hold harmless the Purchaser (with any payment to the Purchaser
  being a reduction of the Purchase Price) from and against all losses (tab) suffered or based upon any breach of any of the
  Sellers’ Warranties or any covenant or agreement of the Sellers contained in
  this Agreement. The loss shall be calculated in accordance with the general rules of
  Danish law.

  
	
   

  	
   

  	
   

  
	
  12.2

  	
   

  	
  Obligation of the Purchaser to
  indemnify

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Purchaser agrees to
  indemnify, defend and hold harmless the Sellers from and against all losses
  suffered or based upon any breach of any of the Purchaser’s Warranties or any
  covenant or agreement of the Purchaser contained in this Agreement. The loss
  shall be calculated in accordance with the general rules of Danish law.

  
	
   

  	
   

  	
   

  
	
  12.3

  	
   

  	
  Notice of Asserted Liability

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Without undue delay after
  receipt by either Party hereto (the “Indemnitee”) of notice of any demand,
  claim or circumstance which with the lapse of time would give rise to a claim
  or the commencement of any action, proceeding or investigation (an “Asserted
  Liability”) that may result in a loss, the Indemnitee shall give written
  notice thereof

  



 


46

















 


	
   

  	
   

  	
  (“the “Claim Notice”) to the
  other Party obligated to provide indemnification pursuant to Clauses 12.1 or
  12.2 (the “Indemnifying Party”). The Claim Notice shall describe the Asserted
  Liability in reasonable detail and shall indicate the amount of the loss
  (estimated if necessary) that has been or may be suffered by the Indemnitee.
  The Indemnitee shall not be entitled to settle any Asserted Liability without
  the prior written consent of the Indemnifying Party. If the Indemnifying
  Party is the Sellers, the Purchaser shall procure that the Sellers be granted
  full access to all relevant documentation relating to such Asserted
  Liability, including without limitation to the Due Diligence Documentation,
  and reasonable access during regular business hours to officers and employees
  of the Company for the purpose of the Sellers’ defence of any Asserted
  Liability. In any event the Indemnitee and the Indemnifying Party participate
  at their own expense in the defence of an Asserted Liability.

  
	
   

  	
   

  	
   

  
	
  12.4

  	
   

  	
  Limitations

  
	
   

  	
   

  	
   

  
	
  12.4.1

  	
   

  	
  Notwithstanding
  anything in this Agreement to the contrary, the Indemnifying Party shall not
  be obligated to pay any amounts for indemnification to the Indemnitee under
  this Clause 12 until a single amount or the aggregate of several amounts
  equal USD 250,000 (the “Basket Amount”), whereupon the Indemnifying Party
  shall be obligated to pay the full amount of such loss and not only such part
  of the loss which exceeds the Basket Amount. The amount of losses thus to be
  indemnified shall be paid by the Indemnifying Party on a 1 (one) USD for 1
  (one) USD basis in accordance with the general Danish law of torts. Where the
  Sellers, cf. Clause 12.1, are liable to make a payment, the Sellers shall pay
  the amount due to the Purchaser net of any tax reductions that arise for the
  Company as a consequence of such indemnification by the Sellers. The
  aggregate amount which may be due by the Sellers pursuant to any and all
  Claim Notices made in accordance with this Agreement shall be limited to USD
  7,500,000 (the “Cap”).

  
	
   

  	
   

  	
   

  
	
  12.4.2

  	
   

  	
  Notwithstanding
  the foregoing, if a loss has not been notified to the Indemnifying Party at
  the end of a period of 15 (fifteen) months commencing on the Closing Date
  (whether or not such circumstance, action or proceeding is within the
  Indemnitee’s knowledge at the end of such period of 15 (fifteen) months), the
  Indemnifying Party’s obligation to pay any amounts for indemnification to the
  Indemnitee under this Clause 13 shall expire, unless the claim is due to a
  result of wilful

  



 


47

















 


	
   

  	
   

  	
  and/or
  knowing misrepresentation, or fraudulent and/or criminal behaviour in which
  case the notice period mentioned in this Clause shall be extended to 5 (five)
  years.

  
	
   

  	
   

  	
   

  
	
  12.4.3

  	
   

  	
  The Sellers’
  obligation to pay any amounts of indemnification under Clauses 9.3 (Title),
  9.5 (Share Capital), 9.8 (Accounting) and 9.11 (Tax), shall, however, not
  expire until 2 (two) months after the expiry of the statute of limitation
  under which claims of competent tax authorities may be raised against the
  Company.

  
	
   

  	
   

  	
   

  
	
  12.4.4

  	
   

  	
  The Sellers’
  obligation to pay any amounts of indemnification to the Purchaser shall be
  calculated in accordance with the following principles:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a)

  	
   

  	
  the documented effect of any
  tax benefit by the Purchaser shall be deducted when calculating the loss;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  b)

  	
   

  	
  the amount of any compensation
  or other recovery (including without limitation insurance proceeds) actually
  paid to the Purchaser shall be deducted when calculating the loss. If the
  Sellers have paid an amount for indemnification and the Purchaser
  subsequently recovers any payment or compensation with respect to such
  payment, the Purchaser shall pay to the Sellers’ the net amount so recovered
  after any Taxes associated with the recovery;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  c)

  	
   

  	
  the occurrence of or increase
  of an amount to be paid by the Sellers being solely the result of any act or
  omission on the part of the Purchaser subsequent to Closing this amount shall
  be disregarded;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  d)

  	
   

  	
  the occurrence of or increase
  of amounts paid for indemnification being solely the result of any act or
  omission on the part of the Purchaser or their respective officers subsequent
  to Closing shall be disregarded;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  e)

  	
   

  	
  only direct losses and not
  indirect or consequential losses shall be eligible for indemnification by the
  Sellers;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  f)

  	
   

  	
  any indemnification to be made
  by the Sellers shall equal the amount of the loss sustained by the Purchaser
  or the Company

  



 


48

















 


	
   

  	
   

  	
   

  	
   

  	
  without taking into
  consideration any multiple based on price earnings or similar ratios; and

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  g)

  	
   

  	
  in calculating whether or not
  a loss exceeds the thresholds in Clause 12.4.1, losses sustained in foreign
  currencies shall be converted into USD at the time when the claim is made.

  
	
   

  	
   

  	
   

  
	
  12.5

  	
   

  	
  Exclusion of limitations and
  the Purchaser’s other remedies

  
	
   

  	
   

  	
   

  
	
  12.5.1

  	
   

  	
  None of the
  limitations of the liability of the Sellers shall apply to (i) claims
  for any breach of any Warranties or breach of any covenant arising out of or
  as a result of intentional misrepresentation or wilful or grossly negligent
  misconduct, (ii) claims in relation to Clauses 9.3 (Title), 9.5 (Share
  Capital), and/or (iii) claims relating to the Specific Indemnities, cf.
  Clause 12.6.

  
	
   

  	
   

  	
   

  
	
  12.5.2

  	
   

  	
  The Parties
  agree that the remedies provided in this Clause 12 shall be the exclusive
  remedy of the Parties with respect to any breach of any Warranties. In
  particular, the Purchaser shall not be entitled to rescind the Agreement (hæve aftalen), and the Purchaser shall not be entitled to
  a proportionate reduction of the Purchase Price (forholdsmæssigt
  afslag).

  
	
   

  	
   

  	
   

  
	
  12.6

  	
   

  	
  Specific Indemnities

  
	
   

  	
   

  	
   

  
	
  12.6.1

  	
   

  	
  The Sellers
  agree to indemnify the Purchaser against any loss, suffered by the Company or
  the Purchaser as a result of claims from third parties, including without
  limitation authorities, arising out of criminal acts or omissions committed
  by present or previous employees of the Company with respect to Taxes and VAT
  prior to Closing.

  
	
   

  	
   

  	
   

  
	
  13.

  	
   

  	
  Restrictive covenant

  
	
   

  	
   

  	
   

  
	
  13.1

  	
   

  	
  Restrictive covenant for the
  Key Employees

  
	
   

  	
   

  	
   

  
	
  13.1.1

  	
   

  	
  Subject to
  Closing occurring, the Key Employees shall not

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·

  	
   

  	
  for a period
  of two (2) years the latest of (i) the termination of the
  employment with the Company and/or (ii) the termination as a member of
  the Board of Directors, be engaged in any

  
						



 


49

















 


	
   

  	
   

  	
   

  	
   

  	
  business
  (whether as holder of participating interests, as investor or in any other
  way) which provides goods or services of a nature identical or similar to the
  Company if such business is in direct competition with the business conducted
  by the Company at Closing; and

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·

  	
   

  	
  for a period
  of two (2) years from the latest of (i) the termination of the
  employment with the Company and/or (ii) the termination as a member of
  the Board of Directors, employ or offer employment to any of the employees of
  the Company as long as such employees are employed with the Company; and

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·

  	
   

  	
  for a period
  of two (2) years from the latest of (i) the termination of the
  employment with the Company and/or (ii) the termination as a member of
  the Board of Directors, solicit costumers of the Company or the Purchaser
  with the purpose of providing services similar to the Company, the Purchaser
  or any of its Affiliates.

  
	
   

  	
   

  	
   

  
	
  13.1.2

  	
   

  	
  Exceptions to restrictive
  covenant

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Notwithstanding the obligations under
  Clause 13.1.1, the Key Employees shall be entitled to make investments in
  companies with listed securities, however, maximized to 1 (one) per cent of
  the share capital of the respective company. The limitation of 1 per cent
  does not apply to investments in the Purchaser.

  
	
   

  	
   

  	
   

  
	
  13.1.3

  	
   

  	
  Remedies for breach of
  restrictive covenant

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  In case either of the Sellers breach his
  obligations under Clause 13.1.1 and in case such breach has not been remedied
  by such Sellers within 10 (ten) Business Days from having received written
  notice from the Purchaser alleging that a breach has occurred, the Sellers in
  breach shall pay the Purchaser a penalty of DKK 100,000, unless the general
  rules of Danish law provide for a higher amount of damages. Any payment
  of a penalty shall not exempt the Sellers from their obligations under Clause
  13.1.1. The Purchaser shall further be entitled to apply for restraining
  injunction against any such breach without provision of security.

  



 


50














 


	
  14.

  	
   

  	
  Miscellaneous

  
	
   

  	
   

  	
   

  
	
  14.1

  	
   

  	
  Publicity

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Except for a press release to
  be issued by the Purchaser and except otherwise required by Law, no publicity
  release or announcement concerning this Agreement or the transactions
  contemplated hereby shall be made without advance approval thereof by both
  Parties and the Parties undertake to keep in strict confidence, and unless
  required by Law, not to disclose to any third parties any information on the
  details of the transactions contemplated by this Agreement or the
  negotiations leading to the conclusion thereof. The Purchase Price shall be
  kept in strict confidence. However, the Purchaser shall accept that the
  Purchase Price might be deducted from accounts, etc. of the Sellers.

  
	
   

  	
   

  	
   

  
	
  14.2

  	
   

  	
  Notices

  
	
   

  	
   

  	
   

  
	
  14.2.1

  	
   

  	
  Any notice
  or other communication required or permitted hereunder shall be in writing
  and shall be delivered personally, sent by facsimile transmission or sent by
  certified or registered or any other means of mail that requires a signed
  receipt as follows:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i) If to the Sellers, to:

  	
   

  	
  With a copy to:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Mobile People Holding ApS

  Tyrsbakke 6

  DK-2840 Holte

  Denmark

  	
   

  	
  Accura Advokataktieselskab

  Tuborg Boulevard 1

  DK-2900 Hellerup

  Denmark

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  e-mail: ja@mobilepeople.com

  	
   

  	
  e-mail: kaare.stolt@accura.dk

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  For the
  attention of: Jens Andersen 

  	
   

  	
  For the
  attention of: Kåre Stolt

  



 


51

















 


 


	
   

  	
   

  	
  (ii) If to the Purchaser, to:

  	
   

  	
  With a copy to:

  
	
   

  	
   

  	
  Local Matters, Inc.

  	
   

  	
  Lett Law Firm

  
	
   

  	
   

  	
  1221 Auraria Parkway

  	
   

  	
  Rådhuspladsen 4

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Denver, Colorado, USA

  	
   

  	
  DK-1550 Copenhagen V

  
	
   

  	
   

  	
  80201

  	
   

  	
  Denmark

  
	
   

  	
   

  	
  Fax: +(303) 572-1123

   

  	
   

  	
  Fax +45 33 77 00 01

  
	
   

  	
   

  	
  e-mail: cfletcher@localmatters.com

  	
   

  	
  e-mail: dmo@lett.dk

  
	
   

  	
   

  	
  For the attention of:  Chief
  Executive Officer 

  	
   

  	
  For the attention of: Dan Moalem 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  and

  	
   

  	
  Cooley Godward Kronish LLP

  
	
   

  	
   

  	
   

  	
   

  	
  380 Interlocken Crescent

  
	
   

  	
   

  	
   

  	
   

  	
  Suite 900

  
	
   

  	
   

  	
   

  	
   

  	
  Broomfield, Colorado, 

  USA

  
	
   

  	
   

  	
   

  	
   

  	
  80304

  
	
   

  	
   

  	
   

  	
   

  	
  Fax:  +(720) 566-4099

  e-mail:mstack@cooley.com

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  For the attention of: Michael
  D. Stack

  
	
   

  	
   

  	
   

  
	
  14.2.2

  	
   

  	
  Any such notice shall be in the English language. Any Party may by
  notice given in accordance with Clause 14.2.1 to the other Party designate
  another address or Person for receipt of notices hereunder.

  
	
   

  	
   

  	
   

  
	
  14.3

  	
   

  	
  Waivers and
  Amendments

  
	
   

  	
   

  	
   

  
	
  14.3.1

  	
   

  	
  This Agreement may only be amended, superseded, cancelled, renewed or
  extended, and the terms hereof may only be waived by a written instrument
  signed by both Parties or, in the case of a waiver, by the Party waiving
  compliance.

  
	
   

  	
   

  	
   

  
	
  14.3.2

  	
   

  	
  No waiver of any of the provisions of this Agreement shall be
  effective unless signed by and on behalf of each of the Parties and
  subsequently attached as a Schedule to this Agreement.

  



 


52

















 


	
  14.4

  	
   

  	
  No Assignment

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  This Agreement shall not be assignable, except by operation of Law
  and except by the Purchaser, who in such case shall be entitled to assign
  this Agreement to any entity within the Purchaser’s group of companies.

  
	
   

  	
   

  	
   

  
	
  14.5

  	
   

  	
  Governing
  Law and Arbitration

  
	
   

  	
   

  	
   

  
	
  14.5.1

  	
   

  	
  This Agreement shall be governed and construed in accordance with the
  laws of Denmark to the exclusion of any rules on choice of law or
  jurisdiction that would refer the subject matter to another governing law or
  jurisdiction.

  
	
   

  	
   

  	
   

  
	
  14.5.2

  	
   

  	
  Any disputes, controversies or disagreements arising out of or in
  connection with this Agreement, including any questions regarding the
  understanding of or the extent or scope of this Agreement, which cannot be
  settled amicably between the Parties, cannot be brought before a regular
  court of law, but shall be referred to and decided by an arbitration tribunal
  in accordance with the Rules of Procedure (international procedure) of
  the Danish Institute of Arbitration (Danish Arbitration).

  
	
   

  	
   

  	
   

  
	
  14.5.3

  	
   

  	
  The arbitrational tribunal shall consist of three arbitrators. The
  Sellers and the Purchaser shall in such case each appoint an arbitrator, and
  the Danish Institute of Arbitration shall appoint the chairman who shall be a
  judge.

  
	
   

  	
   

  	
   

  
	
  14.5.4

  	
   

  	
  The arbitration tribunal is to attend to the case being expedited to
  the maximum extent and the tribunal may not, unless under very special
  circumstances, when the situation calls for it, allow any of the Parties
  longer than 6 (six) weeks of preparation of each pleading. In case a Party
  disregards the stipulated deadline without the consent of the tribunal, the
  Party in question has lost its right of replication, unless the tribunal may
  extraordinarily decide otherwise. When the case has been set down for
  judgement by the arbitration tribunal, the tribunal is obliged to
  rule within 4 (four) weeks.

  
	
   

  	
   

  	
   

  
	
  14.5.5

  	
   

  	
  The place of arbitration shall be in Copenhagen, Denmark.

  
	
   

  	
   

  	
   

  
	
  14.5.6

  	
   

  	
  The language of the arbitration proceedings shall be English, unless
  otherwise agreed by the Parties.

  



 


53

















 


	
  14.6

  	
   

  	
  Severability

  
	
   

  	
   

  	
   

  
	
  14.6.1

  	
   

  	
  The provisions hereof shall to the greatest extent possible be
  interpreted in such a manner as to comply with applicable law as set forth in
  Clause 14.5.1, but if any provision hereof should, notwithstanding such
  interpretation, be determined to be invalid, void or unenforceable, the
  remaining provisions of the Agreement shall not be affected thereby but shall
  remain in full force and effect and be binding upon the Parties.

  
	
   

  	
   

  	
   

  
	
  14.6.2

  	
   

  	
  Each Party acknowledges that this Agreement has been prepared jointly
  by the Parties and shall not be strictly construed against a Party.

  
	
   

  	
   

  	
   

  
	
  14.7

  	
   

  	
  Schedules

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Schedules shall be regarded as an integrated part of this
  Agreement. All references herein to Clauses, sub-Clauses and Schedules shall
  be deemed references to such parts of this Agreement, unless the context
  requires otherwise. In the event of any discrepancy between the Agreement and
  a Schedule, the Agreement shall outrank the Schedule.

  
	
   

  	
   

  	
   

  
	
  14.8

  	
   

  	
  Headings

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The headings
  herein shall be for convenience only and shall not constitute a part of this
  Agreement, nor be deemed to limit or affect any of the provisions hereof.

  
	
   

  	
   

  	
   

  
	
  14.9

  	
   

  	
  Bookkeeping
  and Accounting Documentation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Sellers
  and the Purchaser agree that the Purchaser shall cause the Company to keep on
  file all bookkeeping, accounting and tax documentation relating to the period
  prior to Closing for a period of six (6) years as of the relevant
  financial year. Upon the request of the Sellers, the Purchaser shall furnish
  to the Sellers copies of such bookkeeping, accounting or tax documentation as
  the Sellers may reasonably request.

  
	
   

  	
   

  	
   

  
	
  14.10

  	
   

  	
  Confidentiality

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Any
  information of whatever nature relating to the business activities outside
  the scope of this Agreement of the Sellers or any subsidiary or associated
  company of the Sellers which the Purchaser has obtained or will obtain either
  in writing or orally from the representatives of the

  



 


54

















 


	
   

  	
   

  	
  Sellers in
  connection with the negotiation and Closing of this Agreement shall be
  confidential.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Furthermore,
  the Sellers will treat as confidential any information relating to the
  business activities of the Company.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Finally, the
  Parties will treat the terms of this Agreement as confidential except as
  agreed by the Parties or as required of the Parties under applicable
  securities law, under the provisions of Danish laws or regulations or as
  necessary for the Parties to defend their rights under this Agreement. In
  these instances, the other Party shall be informed prior to such disclosure
  whereas no advance approval shall be required.

  
	
   

  	
   

  	
   

  
	
  14.11

  	
   

  	
  Costs and
  Expenses

  
	
   

  	
   

  	
   

  
	
  14.11.1

  	
   

  	
  Each Party shall defray its own costs in connection with the
  negotiation, preparation and execution of this Agreement, including the costs
  and expenses of its own legal, financial and other advisors and
  representatives.

  
	
   

  	
   

  	
   

  
	
  14.11.2

  	
   

  	
  Any duty or charge payable in order to transfer the Company from the
  Sellers to the Purchaser, except from any Tax payments, shall be for the
  account of the Purchaser.

  
	
   

  	
   

  	
   

  
	
  14.12

  	
   

  	
  Entire
  Agreement

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  This
  Agreement and any other agreements executed in connection with the
  consummation of the transactions contemplated herein contain the entire
  agreement between the Parties with respect to the purchase of the Shares and
  related transactions and supersede all prior agreements, written or oral,
  relating to the subject matter hereof.

  
	
   

  	
   

  	
   

  
	
  14.13

  	
   

  	
  Counterparts

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  This
  Agreement may be executed by the Parties hereto in 2 (two) separate
  counterparts, each of which when so executed and delivered, shall be an
  original, but such counterparts shall together constitute one and the same
  instrument.

  



 


55

















 


	
  IN WITNESS
  WHEREOF, the Parties have executed this Agreement as of the date first above
  written.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  For and on
  behalf of Local Matters, Inc.:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Curtis
  H. Fletcher

  	
   

  	
  /s/ Perry R.
  Evans

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Curtis H.
  Fletcher

  	
   

  	
  Name:

  	
  Perry R.
  Evans

  
	
  Title:Chief
  Financial Officer

  	
   

  	
  Title:President
  and Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  For and on
  behalf of Mobile People Holding ApS:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ Jens
  Andersen

  	
   

  	
  /s/ Carsten
  Gildum

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Jens Andersen

  	
   

  	
  Name:

  	
  Carsten
  Gildum

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  For and on
  behalf of Mathias Schrøder (Warrantholder No. 1):

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Mathias
  Schrøder

  	
   

  	
   

  
	
   

  	
   

  
	
  Name:

  	
  Mathias Schrøder

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  For and on
  behalf of Jonas Donovan Hansen (Warrantholder No. 2):

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Jonas
  Donovan Hansen

  	
   

  	
   

  
	
   

  	
   

  
	
  Name:

  	
  Jonas
  Donovan Hansen

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
   

  
									



 


56

















 


	
  For and on
  behalf of Kasper Nikolaj Berntsen (Warrantholder No. 3):

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Kasper
  Nikolaj Bernsten

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  For and on
  behalf of Brian Jakobsen (Warrantholder No. 4):

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Brian
  Jakobsen

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Brian
  Jakobsen

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  For and on
  behalf of Jakob Kramhøft (Warrantholder No. 5):

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Jakob Kramhøft

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Jakob Kramhøft

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  For and on
  behalf of Tue Haste Andersen (Warrantholder No. 6):

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Tue
  Haste Andersen

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Tue Haste
  Andersen

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  For and on
  behalf of Claudia Poepperl (Warrantholder No. 7):

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Claudia
  Poepperl

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Claudia
  Poepperl

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
   

  



 


57

















 


	
  For and on
  behalf of Jesper Wermuth (Warrantholder No. 8):

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Jesper
  Wermuth

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Jesper
  Wermuth

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
   

  



 


58