Exhibit 10.1


 


EXECUTION COPY


 


KIT digital
FZ-LLC


 


KIT digital,
Inc.


 


and


 


Content Solutions
International N.V.


  


 






 


AGREEMENT
ON THE SALE AND

PURCHASE OF SHARES IN

THE COMPANIES





 





 



 


26 June 2012


 






    	 



    	 



    






 


THIS AGREEMENT
is made on 26 June 2012:


 


BETWEEN:


 


		(1)	KIT digital
                                                           FZ-LLC, a corporation duly incorporated under the laws of the Dubai
                                                           Technology and Media Free Zone, Dubai, United Arab Emirates having
                                                           its principal place of business at 2304A, Business Central Towers,
                                                           Dubai Media City, Dubai UAE, ("Seller Dubai");
                                                           and



 


		(2)	KIT digital,
                                                           Inc., a corporation duly incorporated under the laws of the laws
                                                           of the state of Delaware, with a place of business at 168 5th Ave,
                                                           Suite # 301, New York, NY 10010-5952 ("Seller US");
                                                           and



 


		(3)	Content
                                                           Solutions International N.V., a corporation incorporated and registered
                                                           under the laws of the Kingdom of the Netherlands, having its seat in
                                                           Amsterdam, Keizersgracht 62, 1015 CS, the Netherlands, Registration
                                                           number: 55571891 ("Purchaser");



 


BACKGROUND:


 


		(A)	The Sellers
                                                             are the owners of Shares in the Companies and wish to sell the Shares
                                                             to the Purchaser on the terms set out in this Agreement.



 


		(B)	The Purchaser
                                                             wishes to purchase all the Shares in the Companies free of any Encumbrance
                                                             on the terms set out in this Agreement.



 


IT IS AGREED
as follows:


 


		1.	DEFINITIONS
                                                                                                   AND INTERPRETATION



 


		1.1	In addition
                                                           to the terms defined elsewhere in this Agreement, and unless the context
                                                           otherwise requires:



 


"Accounting
Standards" means the mandatory accounting principles and standards that apply to the Companies;


 


"Accounts"
means the financial statements (i.e. balance sheet and cash flow statement) of the Companies for the period ending at the Accounts
Date prepared in accordance with Accounting Standards, and attached as Schedule 1;


 


"Accounts
Date" means 31 May 2012;


 


"Affiliate"
means in relation to anybody corporate or its successors, any holding company or subsidiary of such body corporate or its successors,
or any subsidiary of a holding company of such body corporate or its successors;


 


"Business"
means the business of the Companies as conducted by the Companies at the Date of this Agreement;


 


"Business
Day" means a day (other than a Saturday or Sunday) on which banks are generally open for normal business in New York
and in the Kingdom of the Netherlands;


 



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"Change
of Control" means (a) the sale, transfer or other conveyance of all or substantially all of the assets of the Purchaser
other than sales, transfers of assets and mergers and company transformations within the group of Companies, (b) the merger
or consolidation of the Purchaser with or into any other person whereafter the stockholders of the Purchaser, immediately prior
to such merger or consolidation, fail to ultimately own fifty per cent (50%) or more of the voting power of the surviving person,
(c) the sale (whether through one sale or multiple sales to a single person or group of related persons during any period
of time after the date hereof) by the stockholders of the Purchaser of an aggregate of fifty per cent (50%) or more of the capital
stock (by voting power) of the Purchaser owned by such stockholders in the aggregate, immediately prior to such sale or sales
or (d) the sale or exclusive licensing (whether through one sale or multiple sales to a single person or group of related persons
during any period of time after the date hereof) of a majority of the assets of the Purchaser and the Companies taken as a whole.
It is however agreed and understood that an event approved by Seller Dubai shall not constitute a Change of Control event.


 


"Companies"
means the companies listed in Schedule 5, and a "Company" means any of them;


 


"Compensation"
has the meaning given to it in Clause 7.1;


 


"Confidential
Information" means all information of a confidential nature which is used in or otherwise relates to the Companies or
their business, including but not limited to:


 


		(a)	the
                                                               accounts, finance or contractual arrangements or other dealings,
                                                               transactions or affairs of the Companies;



 


		(b)	the
                                                               marketing of goods or services, including customer names and lists
                                                               and other details of customers, sales targets, sales statistics,
                                                               market share statistics, prices, market research reports and surveys,
                                                               and advertising or other promotional materials;



 


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



 


		(d)	the
                                                               sale and purchase of the Shares under this Agreement and its other
                                                               terms,



 


but
excluding information made public with the prior consent of the Parties;


 


"Date
of this Agreement" means the date on which the Parties duly executed this Agreement;


 


"Disclosure
Letter" means the letter from the Sellers to the Purchaser in relation to the Sellers' Warranties of the same date as
this Agreement and which has been delivered to the Purchaser before signing of this Agreement and is attached as Schedule 6;


 


"Earn-Out"
means a series of payments as part of the Purchase Price hereunder to be made by Purchaser to Sellers in accordance with Clause
4.4. The initial payment shall be in an amount equal to $1,650,000 and all subsequent payments shall be $2,018,750 (“Base
Payments”), except as otherwise adjusted pursuant to either the next sentence. The initial payment shall be adjusted
(upward or downward) based on the percentage that the aggregate consolidated gross revenues of Purchaser and the Companies determined
in accordance with GAAP during the period July 1, 2012 through November 30, 2012 are above or below 5/6th of the budgeted revenue
amount for second half of the 2012 as set forth on Schedule 4.4. Base Payments shall be adjusted (upward or downward) based
on the percentage that the aggregate consolidated gross revenues of Purchaser and the Companies determined in accordance with
GAAP are above or below the budgeted revenue amount for such period set forth on Schedule 4.4; provided that if the initial
payment or any Base Payment is at any time reduced below its then current amount (e.g., any reduction from a previously increased
amount as result of a previous GAAP earnings based reduction) then all subsequent payments shall be increased by an amount equal
such shortfall divided by the number of remaining payments to be made pursuant to Clause 4.4 assuming that no event occurs terminating
the accrual of Earn-Out payments before January 1, 2017.


 



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"Employees"
means the Companies' employees listed in Schedule 4, and an "Employee" means any of them;


 


"Encumbrance"
means any encumbrance including, without limitation, a mortgage, pledge, attachment, note (or existence of other pending proceedings
or litigation), unresolved restitution claim, easement, right of retention, assignment by way of security, option, retention of
title, pre emptive right, right of first refusal, prescription of right, lease or any other right or preferential arrangement
held, or obligation to create any of the foregoing, or a claim that could be raised, by a third party; regardless of whether
these facts are obvious from a register or records;


 


"Formal
Consummation" means the formal consummation of the sale of the Shares under this Agreement described in the Clause 5,
which the parties acknowledge is ministerial in nature;


 


"Formal
Consummation Actions Agreement" has the meaning ascribed to it in Clause 5.1;


 


"Formal
Consummation Date" means the date when all actions under the Formal Consummation Actions Agreement are fully completed
or such other date as may be agreed upon by the Purchaser and the Sellers in writing;


 


"Governmental
Authority" means in relation to a person, any governmental agencies, departments, commissions, boards, bureaus, instrumentalities,
courts or tribunals of competent jurisdiction or other authority with binding jurisdiction over such person;


 


"Initial
Purchase Price" has the meaning given to it in Clause 4.1;


 


"Intellectual
Property Rights" means (i) patents, inventions, utility models, industrial designs, copyright and related rights, database
rights, trade marks and trade names (whether registered or unregistered), and rights to apply for registration for any of the
foregoing; (ii) proprietary rights in domain names; (iii) know-how and confidential information; (iv) applications, extensions
and renewals in relation to any of these rights; and (v) all other rights of a similar nature or having an equivalent effect anywhere
in the world;


 


"Intra-Group
Debts" means all Companies' debts payable to the Sellers or their affiliates (other than Companies) as of the Date of
this Agreement listed in Schedule 11;


 


"Maximum
Amount" has the meaning ascribed to such term in Clause 4.4;


 


"Parties"
means the parties to this Agreement and includes their respective successors;


 


"Purchase
Price" means the sum of the Initial Purchase Price, the Second Payment and the Earn-Out;


 


"Purchaser's
Bank Account" means Account 57.78.12.947, USD IBANNL67ABNA0577840576, ABN AMRO Bank N.V., Leidseplein 29, 1017 PS Amsterdam;


 


"Purchaser's
Group" means the Purchaser and its holding company (if any) and any subsidiary of the Purchaser or such holding company
(if any) or a person related to those companies and a "Purchaser's Group Companies" means any of them;


 


"Purchaser’s
Warranties" means the statements of the Purchaser set out in Schedule 7;


 



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"Restricted
Period" means the period of two (2) years commencing on the Date of this Agreement, or such shorter period of time recognised
by applicable law;


 


“Second
Payment” has the meaning ascribed to such term in Clause 4.1.2;


 


"Sellers"
means collectively the Seller Dubai and the Seller US and a "Seller" means any of them;


 


"Sellers'
Bank Account" means the bank account of the Sellers set out in Schedule 8;


 


"Sellers'
Group" means the Sellers and their holding company or companies (if any) and any subsidiary of the Sellers (excluding
the Companies) or such holding company or companies (if any) or a person related to those companies and a "Sellers' Group
Companies" means any of them;


 


"Sellers'
Warranties" means the statements of the Sellers set out in Schedule 9;


 


"Shares"
means all issued and outstanding shares in the Companies owned by the Sellers, the details of which are set out in Schedule 5;


 


"Tax"
or "Taxation" means without limitation and whatever the means by which it is levied all forms of statutory taxation,
governmental, state and municipal impositions, duties contributions and levies including but not limited to any tax imposed on
any income, withholding tax, value added tax ("VAT"), road tax, real estate tax, real estate transfer tax, gift
tax, inheritance tax, excise duties, customs or other duty, employment related levies, including social security contributions
and contributions to complementary welfare and health insurance, including both principal and potential related interest and penalties,
levied elsewhere;


 


"Tax
Sellers' Warranties" means the Sellers' Warranties contained in Paragraphs 10 and 11.8 of Schedule 9;


 


"USD"
means the United States Dollar;


 


"Warranty
Claim" means a claim for compensation in relation to any of the Sellers' Warranties being, or allegedly being, untrue,
inaccurate, incomplete or misleading; and


 


"Warranty
Tax Claim" means a Warranty Claim in relation to any of the Sellers' Tax Warranties being, or allegedly being, untrue,
inaccurate, incomplete or misleading.


 


		1.2	In this
                                                           Agreement:



 


		1.2.1	singular
                                                                     words include the plural and vice-versa and words
                                                                     in a particular gender include all genders, unless the context
                                                                     requires otherwise;



 


		1.2.2	references
                                                                     to a "person" includes legal entities, associations
                                                                     and partnerships without legal personality and natural persons;



 


		1.2.3	words
                                                                     "includes" or "including" must be construed
                                                                     without limitation;



 


		1.2.4	a
                                                                     document is in an "agreed form" if it has been
                                                                     approved and initialled by each Party;



 


		1.2.5	reference
                                                                     to any law shall include:



 



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		1.2.5.1	that
                                                                      law as respectively amended, modified, consolidated or re-enacted
                                                                      from time to time; and



 


		1.2.5.2	any
                                                                      law which that law re-enacts (with or without modification);
                                                                      and



 


		1.2.5.3	any
                                                                      subordinate legislation made under that law (as so amended,
                                                                      modified, consolidated or re-enacted) in each case before
                                                                      the Date of this Agreement;



 


		1.2.6	where
                                                                     any statement is qualified by the expression "so far
                                                                     as the Sellers are aware" or "to the best of the
                                                                     Sellers' knowledge" or any similar expression that statement
                                                                     shall include the knowledge the Sellers should have had as
                                                                     the owner of 100% of the Shares of the Companies, provided
                                                                     that, for avoidance of doubt, any matter known to Petr Stransky
                                                                     or members of the Companies management who remain with the
                                                                     Companies following the Date of this Agreement shall not
                                                                     be attributed to the Sellers, but will be deemed disclosed
                                                                     in the Disclosure Letter as contemplated by Clause 6.4;



 


		1.2.7	references
                                                                     to Sections, Clauses and Schedules are references to the
                                                                     sections of, and the schedules to, this Agreement, unless
                                                                     the context requires otherwise;



 


		1.2.8	Schedules
                                                                     form an integral part of this Agreement;



 


		1.2.9	headings
                                                                     in this Agreement are for convenience only and do not affect
                                                                     interpretation of this Agreement; and



 


		1.2.10	references
                                                                      to times of the day refer to the time in Prague (CET).



 


		2.	SALE
                                                                                                   AND PURCHASE OF THE SHARES
                                                                                                   



 


		2.1	On the terms
                                                           of this Agreement, the Sellers hereby sell, and the Purchaser hereby
                                                           purchases, all of Sellers right, title and beneficial interest in the
                                                           Shares effective as of the Date of this Agreement. Legal title for
                                                           the Shares of each of the Companies will remain with the Sellers until
                                                           such time as certificates, where applicable, for such Shares are transferred
                                                           of record to the Purchaser. All of the Shares will be transferred to
                                                           the Purchaser free from Encumbrances and together with all rights attached
                                                           to them at the Formal Consummation Date. The parties hereto acknowledge
                                                           that the Formal Consummation is ministerial in nature and the Purchaser
                                                           shall be entitled to the benefit of ownership of the Companies as of
                                                           the Date of this Agreement as well as assume all obligations arising
                                                           therefrom. With respect to any shares owned beneficially or of record
                                                           by an Affiliate of Sellers, Sellers must ensure that such beneficial
                                                           or of record ownership is transferred free from Encumbrances to the
                                                           Purchaser so that the Purchaser becomes beneficial or of record owner
                                                           of such shares.



 


		2.2	Subject
                                                           to Section 3.2.3, the Sellers shall procure that on or before Formal
                                                           Consummation Date any and all rights of pre-emption over the Shares
                                                           or any of them are waived irrevocably by the persons entitled thereto.



 


		3.	EFFECTIVE
                                                                                                   DATE



 


		3.1	The effective
                                                           date of the transactions pursuant to this Agreement is the Date of
                                                           this Agreement.



 


		3.2	The Purchaser
                                                           shall as from the Date of this Agreement assume full responsibility
                                                           to:



 


		3.2.1	operate
                                                                     and manage the Companies;



 



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		3.2.2	provide
                                                                     the Companies with the funds required to conduct their business;



 


		3.2.3	promptly
                                                                     prepare and, upon approval and execution by the Sellers,
                                                                     if applicable, file or otherwise process proxies and stock
                                                                     transfer documents;



 


		3.2.4	take
                                                                     all actions reasonably necessary or appropriate to ensure
                                                                     that the Formal Completion occurs as soon as possible after
                                                                     the Date of this Agreement.



 


		3.3	The Employees
                                                           shall cease being considered by the Sellers or their Affiliates at
                                                           the Date of this Agreement.



 


		3.4	The Sellers
                                                           shall as from the Date of this Agreement until Formal Consummation
                                                           Date:



 


		3.4.1	refrain
                                                                     from interfering with the Purchaser's management of the Companies;



 


		3.4.2	issue
                                                                     proxies and other documents as prepared by the Purchaser
                                                                     and reasonably approved by the Sellers to allow the Purchaser
                                                                     to operate and manage the Companies;



 


		3.4.3	cooperate
                                                                     with the Purchaser to effectuate the Formal Consummation;



 


		3.4.4	subject
                                                                     to Clause 3.1, refrain from anything that could turn the
                                                                     Sellers' Warranties untrue, inaccurate, incomplete or misleading;



 


		3.4.5	refrain
                                                                     from exerting any influence on the Companies except with
                                                                     the Purchaser's written consent and in accordance with such
                                                                     consent.



 


		3.5	The Purchaser,
                                                           and where applicable the Sellers too, shall as from the Date of this
                                                           Agreement until Formal Consummation Date procure that the Companies:



 


		3.5.1	do
                                                                     not pay any of the Intra-Group Debts;



 


		3.5.2	allow
                                                                     the Parties and their agents, upon reasonable notice, access
                                                                     to, and to take copies of, the books, records and documents
                                                                     of or relating in whole or in part to the Companies.



 


		3.6	From the
                                                           Date of this Agreement until Formal Consummation Date, the Sellers
                                                           must promptly notify the Purchaser in writing if they become aware
                                                           of the fact or circumstance which:



 


		3.6.1	constitutes
                                                                     (or would after the lapse of time constitute) a breach of
                                                                     any of the obligations on the part of the Sellers under this
                                                                     Agreement or makes any Sellers' Warranty untrue, inaccurate,
                                                                     incomplete or misleading; or



 


		3.6.2	would
                                                                     mean (or be likely to mean) that any of the Sellers' Warranties
                                                                     would be untrue, inaccurate, incomplete or misleading; or



 


		3.6.3	might
                                                                     otherwise reasonably be expected to have an adverse effect
                                                                     on the financial condition, prospects or business (as presently
                                                                     carried on) of the Companies.



 


		4.	PURCHASE
                                                                                                   PRICE



 


		4.1	The consideration
                                                           for the purchase of the Shares under this Agreement amounts to the
                                                           sum of:



 


		4.1.1	USD
                                                                     $250,000 (the "Initial Purchase Price");



 


		4.1.2	USD
                                                                     $750,000 (the “Second Payment”); and



 



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		4.1.3	the
                                                                     Earn-Out.



 


		4.2	Within one
                                                           (1) Business Day following the Date of this Agreement, the Purchaser
                                                           shall:



 


		4.2.1	instruct
                                                                     the bank maintaining the Purchaser's Bank Account to transfer
                                                                     from the Purchaser's Bank Account the amount of the Initial
                                                                     Purchase Price to the Sellers' Bank Accounts; and



 


		4.2.2	deliver
                                                                     to the Sellers the written payment order for the bank maintaining
                                                                     the Purchaser's Bank Account; and



 


		4.2.3	procure
                                                                     that the bank maintaining the Purchaser's Bank Account issues
                                                                     and delivers to the Sellers the written confirmation on payment
                                                                     of the amount of the Initial Purchase Price to the Sellers'
                                                                     Bank Accounts.



 


		4.3	Prior
                                                                                                    to June 30, 2012, the Purchaser
                                                                                                    shall:



 


		4.3.1	instruct
                                                                     the bank maintaining the Purchaser's Bank Account to transfer
                                                                     from the Purchaser's Bank Account the amount of the Second
                                                                     Payment to the Sellers' Bank Accounts; and



 


		4.3.2	deliver
                                                                     to the Sellers the written payment order for the bank maintaining
                                                                     the Purchaser's Bank Account; and



 


		4.3.3	procure
                                                                     that the bank maintaining the Purchaser's Bank Account issues
                                                                     and delivers to the Sellers the written confirmation on payment
                                                                     of the amount of the Second Payment to the Sellers' Bank
                                                                     Accounts.



 


		4.4	The initial
                                                           Earn-Out payment must be actually received by Sellers prior to December
                                                           31, 2012. Thereafter, within 30 days following each subsequent June
                                                           30th and December 31st, Purchaser will provide Seller Dubai with the
                                                           calculation of the Earn-Out payment alongside an audit report on the
                                                           period revenue. The Purchaser and Seller Dubai shall approve the amount
                                                           of the Earn-Out payment and within 30 days following the approval the
                                                           Purchaser will send to Sellers an amount equal to the Earn-Out payment
                                                           then due. No further Earn-Out payments will accrue after the earlier
                                                           of (a) January 1, 2017 (b) such time as Sellers have received aggregate
                                                           Earn-Out Payments in an amount equal to $17,800,000 (as so adjusted,
                                                           the “Maximum Amount”), or (c) the occurrence of
                                                           a Change of Control; provided that all accrued but unpaid Earn-Out
                                                           payments will remain due and payable.



 


		4.5	Upon the
                                                           occurrence of a Change of Control, Purchaser shall without undue delay
                                                           either (i) pay to Seller Dubai an amount equal to the Maximum Amount
                                                           less the aggregate Earn-Out payments made to Seller Dubai prior to
                                                           such date, or (ii) arrange for a third person assuming all obligations
                                                           hereunder to the Seller's Dubai satisfaction.



 


		5.	FORMAL
                                                                                                   CONSUMMATION



 


		5.1	The Parties
                                                           shall agree on the steps to effectuate Formal Consummation ("Formal
                                                           Consummation Actions Agreement") as soon as reasonably possible
                                                           following the Date of this Agreement. The Formal Consummation Actions
                                                           Agreement shall include the allocation of the Purchase Price to individual
                                                           Shares and Sellers.



 


		5.2	The individual
                                                           actions of the Formal Consummation shall take place on a rolling basis
                                                           with the final actions taking place and on the date and time as the
                                                           Sellers and the Purchaser agree.



 



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		5.3	If either
                                                           the Sellers or the Purchaser fails to (i) agree on the terms of the
                                                           Formal Consummation Actions Agreement, or (ii) comply with any material
                                                           obligation under the Formal Consummation Actions Agreement, the other
                                                           Party(ies) shall be entitled to claim damages, including lost profits,
                                                           consequential damages.



 


		5.4	The Parties
                                                           shall provide each other with all necessary assistance and co-operation
                                                           and, as need be, any documents necessary for successful Formal Consummation.



 


		6.	SELLERS'
                                                                                                   WARRANTIES 



 


		6.1	The Sellers
                                                           warrant to the Purchaser that, in all material respects, each of the
                                                           Sellers' Warranties is true, accurate, complete and not misleading
                                                           at the Date of this Agreement.



 


		6.2	The Sellers
                                                           acknowledge that the Purchaser is entering into this Agreement in reliance
                                                           on the Sellers' Warranties.



 


		6.3	The Sellers'
                                                           Warranties are provided to the Purchaser as the legal basis for making
                                                           Warranty Claims and receiving the Compensation.



 


		6.4	The Sellers'
                                                           Warranties are given subject to matters fully and fairly disclosed
                                                           in the Disclosure Letter with sufficient detail to identify the nature
                                                           and scope of the matters disclosed. Except in relation to matters fairly
                                                           disclosed in the Disclosure Letter, none of the Sellers' Warranties
                                                           will be qualified by any actual, imputed or constructive knowledge
                                                           on the part of Purchaser, its agents or advisers and no such knowledge
                                                           shall prejudice or be used as a defence to any Warranty Claim or otherwise
                                                           operate to reduce the amount recoverable; provided that anything that
                                                           Petr Stransky and the members of the Companies' management knew or
                                                           should have known shall be deemed to have been disclosed in the Disclosure
                                                           Letter and Sellers’ Warranties shall be deemed modified as though
                                                           such information was set forth in the Disclosure Letter.



 


		6.5	Each of
                                                           the Sellers' Warranties is separate and independent and is not limited
                                                           by reference to any other Sellers' Warranty or by anything in this
                                                           Agreement.



 


		6.6	None of
                                                           the Sellers' Warranties will be deemed in any way modified or discharged
                                                           by reason of Formal Consummation.



 


		7.	PURCHASER'S
                                                                                                   REMEDIES



 


		7.1	If any of
                                                           the Sellers' Warranties is materially untrue, inaccurate, incomplete
                                                           or materially misleading as of the Date of this Agreement, the Sellers
                                                           must pay the Purchaser the compensation ("Compensation").
                                                           The Compensation will be equal to an amount sufficient to put the Companies
                                                           into the position which would have existed if the Sellers' Warranties
                                                           had been true, accurate, complete and not misleading when given or
                                                           repeated together with all costs, expenses and disbursements suffered
                                                           or incurred, directly or indirectly, by the Purchaser or the Companies
                                                           which would not have existed or arisen if the relevant Sellers' Warranty
                                                           had not been untrue, incomplete, inaccurate or misleading.



 


		7.2	In no event
                                                           shall the Sellers have any liability from the Sellers' Warranties for
                                                           lost profits, consequential damages.



 


		7.3	The Sellers'
                                                           obligation to pay the Compensation is the sole remedy that Purchaser
                                                           has with respect to any breach of the Sellers’ Warranties.



 


		7.4	The
                                                                                                Sellers' obligation to pay the
                                                                                                Compensation is subject to the
                                                                                                limitations set out in Clause
                                                                                                8.



 



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		8.	SELLERS'
                                                                                                   WARRANTIES LIMITS



 


		8.1	The Sellers
                                                           will not be liable in respect of any Warranty Claim:



 


		8.1.1	if
                                                                     the fact, circumstance or occurrence giving rise to or forming
                                                                     the basis of the Warranty Claim has been fairly disclosed
                                                                     (or deemed disclosed) to the Purchaser in the Disclosure
                                                                     Letter;



 


		8.1.2	to
                                                                     the extent that provision or allowance for the matter or
                                                                     liability has been made in the Accounts or is otherwise taken
                                                                     account of, or reflected in, the Accounts;



 


		8.1.3	to
                                                                     the extent that the Warranty Claim would not have arisen
                                                                     but for a change in law made after the Date of this Agreement;



 


		8.1.4	to
                                                                     the extent the liability of the Sellers in respect of the
                                                                     Warranty Claim is affected by any voluntary act of the Purchaser
                                                                     or of the Companies carried out on or after the Date of this
                                                                     Agreement but only in that extent.



 


		8.2	The Sellers
                                                           will not be liable for breach of any Sellers' Warranty unless a notice
                                                           of the Warranty Claim is given by the Purchaser to the Sellers:



 


		8.2.1	in
                                                                     the case of any Warranty Claim within one (1) year after
                                                                     the Date of this Agreement; and



 


		8.2.2	in
                                                                     the case of any Warranty Tax Claim, within four (4) years
                                                                     after the Date of this Agreement unless the relevant Tax
                                                                     authority initiated any proceedings or Tax audit in relation
                                                                     to a matter constituting a claim under the Sellers' Tax Warranty
                                                                     before the expiry of that period of time in which case the
                                                                     Sellers shall cease to be liable for the relevant claim if
                                                                     the Purchaser does not serve the notice of the Warranty Claim
                                                                     on the Seller within seven (7) years after the Date of this
                                                                     Agreement.



 


		8.3	The Sellers
                                                           will not be liable for breach of any Sellers' Warranty in respect of
                                                           any Warranty Claim:



 


		8.3.1	where
                                                                     the liability in respect of any such Warranty Claim for which
                                                                     the Sellers would otherwise be liable (disregarding the provisions
                                                                     of this Clause 8.3) does not exceed USD 10,000; where the
                                                                     liability in respect of any such Warranty Claim exceeds USD
                                                                     10,000, the Sellers will be liable for the whole amount of
                                                                     the Warranty Claim and not for the excess only; and



 


		8.3.2	except
                                                                     to the extent that the aggregate amount of all Warranty Claims
                                                                     for which the Sellers would otherwise be liable subject to
                                                                     Clause 8.3.1 (disregarding the provisions of this Clause
                                                                     8.3.2) exceeds USD 20,000; whereupon, the Sellers will be
                                                                     liable for the aggregate amount of all Warranty Claims and
                                                                     not for the excess only.



 


		8.4	The aggregate
                                                           liability of the Sellers in respect of all breaches of the Sellers'
                                                           Warranties will not exceed the lesser of (a) 35% of the Purchase Price
                                                           or (b) USD 70,000.



 


		8.5	The Parties
                                                           must take and procure that all reasonable steps are taken and all reasonable
                                                           assistance is given in order to avoid or mitigate the amount of the
                                                           Compensation.



 


		8.6	The
                                                                                                limitations contained in this
                                                                                                Clause 8
                                                                                                will apply to all Warranty Claims,
                                                                                                excepting only any Warranty Claim
                                                                                                arising pursuant to Paragraphs
                                                                                                1, 3.8, 7, 13 of Schedule 9 or
                                                                                                any Tax Warranty Claim to the
                                                                                                extent that (and only to the extent
                                                                                                that) such Warranty Claim or Tax
                                                                                                Warranty Claim arises or is increased,
                                                                                                as the consequence of, or which
                                                                                                is delayed as a result of, fraud,
                                                                                                wilful misconduct, wilful concealment
                                                                                                or gross negligence by the Sellers
                                                                                                or any of their respective directors,
                                                                                                officers, employees or persons
                                                                                                in similar positions, where no
                                                                                                limits apply. 



 



    	9



    	 



    

 


		9.	PURCHASER'S
                                                                                                   WARRANTIES 



 


		9.1	The Purchaser
                                                           warrants to the Sellers that, in all material respects, each of the
                                                           Purchaser's Warranties is true, accurate, complete and not misleading
                                                           at the Date of this Agreement.



 


		10.	PURCHASER'S
                                                                                                                          WARRANTIES
                                                                                                                          LIMITS



 


		10.1	Clause
                                                            8, 7.2 and 7.3 shall apply mutatis mutandis to the Purchaser's
                                                            liability in respect of any claim from the Purchaser's Warranties.



 


		11.	RESTRICTIONS
                                                                                                    ON THE SELLERS



 


		11.1	The Sellers
                                                            undertake that they will not and undertake to procure that no Sellers'
                                                            Group Companies from time to time will:



 


		11.1.1	during
                                                                      the Restricted Period, be concerned in any business carrying
                                                                      on business which is competitive or likely to be competitive
                                                                      with any of the businesses carried on by the Companies at
                                                                      the Date of this Agreement; or



 


		11.1.2	during
                                                                      the Restricted Period, induce or attempt to induce any supplier
                                                                      of the Companies to cease to supply, or to restrict or vary
                                                                      the terms of supply, to the Companies; or



 


		11.1.3	during
                                                                      the Restricted Period, induce or attempt to induce any key
                                                                      Employee of the Companies to leave the employment or a similar
                                                                      position of the Companies; or



 


		11.1.4	during
                                                                      the Restricted Period, do anything with the intent of harming
                                                                      the reputation of the Companies; or



 


		11.1.5	misuse
                                                                      Confidential Information.



 


		11.2	The restrictions
                                                            in Clause 11.1 shall not operate to prohibit the Sellers and any Sellers'
                                                            Group Companies from:



 


		11.2.1	holding
                                                                      or being interested in up to five (5) per cent of the registered
                                                                      capital of a company listed on any recognised stock exchange.



 


		11.3	Each of
                                                            the restrictions in Clause 11.1 shall be enforceable independently
                                                            of each of the others and its validity shall not be affected if any
                                                            of the others is invalid.



 


		11.4	If any
                                                            of those restrictions is invalid but would be valid if some part of
                                                            the restriction were deleted, the restriction shall apply with such
                                                            modification as may be necessary to make it valid.



 


		11.5	The Sellers
                                                            acknowledge that the provisions of Clause 11.1 are no more extensive
                                                            than is reasonable to protect the Purchaser as the purchaser of the
                                                            Shares.



 


		12.	ADDITIONAL
                                                                                                                          TERMS
                                                                                                                          AND
                                                                                                                          CONDITIONS
                                                                                                                          



 


		12.1	No more
                                                            than 30 days after the Date of this Agreement, the Sellers and the
                                                            Sellers' affiliates shall undertake the appropriate accounting and
                                                            legal measures to eliminate the Intra-Group Debts. The Parties acknowledge
                                                            and agree that the Earn-Out to be paid hereunder has been agreed upon
                                                            in exchange for the cancellation of the Intra-Group Debts between
                                                            the Companies and Sellers.



 



    	10



    	 



    

 


		12.2	Promptly
                                                            following the Date of this Agreement, the Sellers and the Purchaser
                                                            shall, or the Purchaser will procure that any of the Companies shall,
                                                            enter into a reseller agreement in such form as shall be mutually
                                                            agreed by the Parties ("Reseller Agreement").



 


		12.3	Subject
                                                            to the last sentence of this Section 12.3, the Purchaser and the Companies
                                                            shall be entitled to use those current names of each of the Companies
                                                            that include a word "KIT" and the domain names and e-mail
                                                            addresses including “KIT” or any derivation thereof for
                                                            a period of from the Date of this Agreement until December 31,
                                                            2012. If a Seller at any time changes its name or loses right to use
                                                            “KIT” as part of its name, the Purchaser shall promptly
                                                            change (and cause the Companies to change) the name of the Purchaser
                                                            or the Companies, as applicable, whose current names include a word
                                                            "KIT" to such name as the Purchaser shall in its sole discretion
                                                            determine which does not include “KIT” or any derivation
                                                            thereof. The Sellers grant the Purchaser a license to permit any of
                                                            the Companies to use the name "KIT digital Content Solutions"
                                                            in the form as used at the Date of this Agreement from the Date of
                                                            this Agreement until December 31, 2012. Such license is non-assignable
                                                            except for assignments within the Purchaser's Group. The license to
                                                            use the name “KIT digital Content Solutions” shall immediately
                                                            terminate if at any time Seller US is determined by any court to not
                                                            legally be entitled to use the “KIT” name (or otherwise
                                                            ceases to use the KIT name) and at such time Purchaser and the Companies
                                                            shall immediate cease using “KIT” or any derivation thereof
                                                            in their respective legal names, as part of any trade name, trademark,
                                                            logo or otherwise.



 


		12.4	The Purchaser
                                                            and the Companies shall be entitled to use the Sellers' internal accounting
                                                            and financial system until 31 March 2013 and the Sellers shall maintain
                                                            the system and provide the Purchaser and the Companies with the support;
                                                            provided that Purchaser shall promptly upon invoice reimburse Sellers
                                                            the reasonable costs incurred by them in connection with the Purchaser
                                                            and Companies to utilize such system and any support.



 


		12.5	No more
                                                            than 30 days after the Date of this Agreement, the Sellers shall transfer
                                                            possession (and title if not already in the name of the Companies)
                                                            of all equipment predominantly used by the Companies in Los Angeles,
                                                            California, London and in Prague for no consideration to the Purchaser
                                                            or a Company designated by the Purchaser. Promptly following the Date
                                                            of this Agreement, the Sellers shall procure that their Affiliate
                                                            enters into a sublease agreement regarding the lease of the Prague
                                                            offices in the extent as currently used by the Companies with the
                                                            Company selected by the Purchaser; provided that should the Sellers
                                                            or their Affiliate enter into an agreement with the landlord of such
                                                            offices to vacate such space, then the Purchaser shall either (a)
                                                            enter into a lease directly with such landlord if it wishes to remain
                                                            a tenant in such building or (b) vacate such offices no later than
                                                            the date that Sellers or their Affiliates vacate them. The Sellers
                                                            agree that the Companies will use the Sellers' or their Affiliate's
                                                            offices in Singapore on substantially same terms as before the Date
                                                            of this Agreement. The Sellers agree that the Companies will use the
                                                            Sellers' or their Affiliate's offices in London on substantially same
                                                            terms as before the Date of this Agreement during the period of three
                                                            months following the Date of this Agreement.



 


		12.6	Before
                                                            the Date of this Agreement, the Sellers have assigned for no consideration
                                                            all of their rights and obligations under the certain Securities Purchase
                                                            Agreement dated as of 21 September 2011 between the Sellers and the
                                                            stockholders of Digital Media Production a.s., a company existing
                                                            under the laws of the Czech Republic ("DMP"), as
                                                            such agreement is amended and in effect on the date hereof ("DMP
                                                            SPA"), to KIT digital Content Solutions s.r.o. and arranged
                                                            for that Brickbox UK assumed all of the Sellers' obligations under
                                                            the DMP SPA. The Purchaser agrees to procure that the earn-out liability
                                                            under the DMP SPA be paid and settle same if and when due. The Purchaser
                                                            shall indemnify the Seller Dubai on a USD 1.00 one basis for any liability
                                                            (including reasonable legal fees and expenses) if it fails to meet
                                                            such obligation (without regard to baskets). The Purchaser covenants
                                                            to run the DMP business as a stand-along unit with separate books
                                                            and records (auditable by the Sellers) until such time as the Sellers
                                                            are fully released from any further earn-out liability with respect
                                                            to the DMP SPA.



 



    	11



    	 



    

 


		12.7	The Purchaser
                                                            agrees to grant to the Sellers and any representative of the Sellers
                                                            access to and the books and records of the Companies after the Date
                                                            of this Agreement until such time that the Purchaser has paid the
                                                            Purchase Price in full.



 


		12.8	Within
                                                            sixty (60) days following the Date of this Agreement, the Purchaser
                                                            shall acquire and thereafter maintain until such time as the Earn-Out
                                                            is paid in full and no further Earn-Out payments shall accrue pursuant
                                                            to Clause 4.4, a term life insurance on the life of Petr Stransky
                                                            in such amount as may be purchased from a reputable insurance company
                                                            with annual premiums in an amount of around USD 50,000. In addition,
                                                            until such time as the Earn-Out is paid in full and no further Earn-Out
                                                            payments shall accrue pursuant to Clause 4.4 neither the Purchaser
                                                            nor any of the Companies shall, without the prior written consent
                                                            of Seller Dubai, (a) pay any dividends or make any distributions with
                                                            respect to any securities of such entity other than to extract cash
                                                            to be paid as the Earn-Out under this Agreement, (b) pay any compensation
                                                            (directly or indirectly) to any senior officer of the Purchaser or
                                                            any of the Companies above market rate compensation, or (c) engage
                                                            in any transactions with the purpose of evading the obligation of
                                                            the Purchaser to accrue or pay the Earn-Out in full and on a time
                                                            basis. The Purchaser shall be responsible for ensuring that the Companies
                                                            comply with the requirements of this Clause 12.8. Purchaser must notify
                                                            Seller Dubai of any breach of the foregoing restrictions and Seller
                                                            Dubai must provide the Purchaser with a reasonable period of time
                                                            to remedy the breach. If the Purchaser fails to remedy the breach
                                                            of the foregoing restrictions, all future Earn-Out payments will automatically
                                                            become payable as if there has been a Change of Control event pursuant
                                                            to Clause 4.5.



 


		12.9	Without
                                                            providing the Purchaser with at least twenty (20) days advance notice
                                                            the Purchaser shall not engage in any transaction or series of transactions
                                                            that would result in a Change of Control.



 


		13.	EMPLOYMENT
                                                                                                                          AND
                                                                                                                          RELATED
                                                                                                                          MATTERS
                                                                                                                          



 


		13.1	The employment
                                                            of other persons may be transferred from the Sellers to one of the
                                                            Companies upon the mutual agreement of the Sellers and the Purchaser.



 


		13.2	Promptly
                                                            following the Date of this Agreement, the Sellers must, or the Sellers
                                                            must procure their Affiliate that upon termination of Consultancy
                                                            Agreement with Mr. Petr Stransky, Mr. Petr Stránský
                                                            will be paid severance pay in the amount of six (6) times average
                                                            monthly fee paid to Mr. Petr Stránský during the term
                                                            of the agreement.



 


		13.3	All warrants
                                                            outstanding, employee stock options and other incentive programs of
                                                            the Sellers held by any Employee of the Companies at the Date of this
                                                            Agreement (or those employees of Sellers or their Affiliates transferred
                                                            by the Sellers or their Affiliates to a Company within thirty (30)
                                                            days following the Date of this Agreement) shall continue as non-incentive
                                                            stock options for the shorter period of (a) 12 months, (b) such period
                                                            of time following the Date of this Agreement as the Purchaser and/or
                                                            the Companies act as a reseller of KIT products pursuant to the Reseller
                                                            Agreement, or (c) the date that any such person ceases to be employed
                                                            by one the Companies.



 



    	12



    	 



    

  





		14.	DEBT
                                                                                                                          AND
                                                                                                                          GUARANTEES
                                                                                                                          



  


		14.1	Any shareholder
                                                            loans, third party loans and other financing for borrowed monies provided
                                                            to the Companies are set out in Schedule 11.



 


		14.2	The Purchaser
                                                            undertakes with the Sellers to procure, within seven (7) months from
                                                            Date of this Agreement, the release of the Sellers from all guarantees,
                                                            indemnities, bonds, letters of comfort, undertakings, licenses and
                                                            other arrangements to which they or any of them are a party in respect
                                                            of the Companies or their business or the leased properties (and to
                                                            indemnify and hold harmless and to keep indemnified and held harmless
                                                            on a continuing basis the Sellers from all claims, liabilities, costs
                                                            and expenses (including without limitation, reasonable legal and other
                                                            professional advisers' fees and disbursements) arising in respect
                                                            or by reason thereof. During the period of time referred to above,
                                                            the Sellers shall continue to support the Companies' bank financing
                                                            to the extent that this will be required to maintain the Companies'
                                                            current bank financing as at the the Date of this Agreement. The foregoing
                                                            notwithstanding, without the prior written consent of Sellers, neither
                                                            the Purchaser nor any of the Companies shall extend, renew or amend
                                                            any obligation for which any of the Sellers are obligated under any
                                                            guarantees, indemnities, bonds, letters of comfort, undertakings,
                                                            licenses or other arrangements unless Sellers are released from any
                                                            further liability thereunder from any after the date of such extension,
                                                            renewal or amendment.



 


		15.	CONFIDENTIALITY
                                                                                                    



 


		15.1	Neither
                                                            Party may communicate or disclose Confidential Information to any
                                                            third party without the prior written consent of the other Party.
                                                            This restriction does not apply to any disclosure:



 


		15.1.1	required
                                                                      by law, by a ruling issued by a governmental authority,
                                                                      or by the listing authority or a stock exchange; the Party
                                                                      under obligation to make a disclosure must use its best
                                                                      efforts to notify the other Party before making the disclosure;
                                                                      or



 


		15.1.2	made
                                                                      to either Party’s professional advisers if they are
                                                                      bound by confidentiality undertakings at least equivalent
                                                                      to those contained in this Agreement.



 


		16.	ANNOUNCEMENTS



 


		16.1	Without
                                                            prejudice to Clause 15.1, no announcement in connection with the existence
                                                            or the subject matter of this Agreement shall be made or issued by
                                                            or on behalf of a Party without the prior written approval of
                                                            the other Party except to the extent required by applicable law or
                                                            by the requirements of any exchange or market on which the common
                                                            stock of Seller US is listed for trading.



 


		17.	NOTICES



 


		17.1	All notices
                                                            or other communications under this Agreement must be in writing in
                                                            the English language and must be:



 


		17.1.1	delivered
                                                                      personally; or



 


		17.1.2	sent
                                                                      by fax; or



 


		17.1.3	sent
                                                                      by courier; or



 


		17.1.4	sent
                                                                      by registered post



 


to
the following persons and addresses:


 



    	13



    	 



    

 


		If to the Purchaser:	Content
                                                                                                   Solutions International N.V.



		;;;	Keizersgracht
                                                                                  62, 1015 CJ,



the
Netherlands


EUROPE


Fax:
+31(0)20-5207577


Attn:
Jop Fellinger


 


		If to the Sellers:	KIT
                                                                                                 digital, FZ-LLC



c/o
KIT digital, Inc.


168
5th Ave, Suite 301

New York, NY 10010-5952


Facsimile:
+1 (212) 937-3999


		Attn:	Barak
                                                                                  Bar-Cohen, CEO



 


With
a copy to:Pedley & Gordinier, PLLC


10600
Timberwood Circle, Unit 1


Louisville,
KY 40223


Tel:
+502-214-3141


Fax:
+502-214-3121


		Attn:	David
                                                                                  M. Pedley



 


		17.2	A Party
                                                            may change its communication address for the purpose of this Agreement
                                                            by giving a notice of such change to the other Party in accordance
                                                            with the provisions of this Clause 17.



 


		17.3	In the
                                                            absence of evidence of an earlier receipt, a notice or other communication
                                                            is deemed given:



 


		17.3.1	if
                                                                      delivered personally, when delivered;



 


		17.3.2	if
                                                                      sent by fax, when the fax machine of the sender prints out
                                                                      a confirmation of the successful dispatch of the message
                                                                      to the fax number of the recipient provided, however, that
                                                                      if this confirmation occurs at any time other than on a
                                                                      Business Day between 09:00 and 18:00 hours local time at
                                                                      the location of the recipient’s fax machine, such
                                                                      notice will be deemed to have been delivered at 10:00 hours
                                                                      local time at the location of the recipient’s fax
                                                                      machine on the first Business Day after the date of dispatch;



 


		17.3.3	if
                                                                      sent by courier, at the end of the day shown as the day
                                                                      of the receipt;



 


		17.3.4	if
                                                                      sent by registered post with on the fifth (5th) Business
                                                                      Day after the day when it was posted.



 


		18.	DEFAULTS



 


		18.1	No interest
                                                            shall accrue or be payable to the Purchaser or the Companies if the
                                                            Sellers fail to pay any amount payable by it under this Agreement
                                                            when due.



 


		18.2	In the
                                                            event the Purchaser fails to pay the Initial Purchase Price or Second
                                                            Payment in accordance with the terms of this Agreement, the Sellers
                                                            shall provide the Purchaser with written notice of default of the
                                                            relevant payment amount giving the Purchaser thirty (30) days to cure
                                                            the default, failing which the Sellers may require the Purchaser to
                                                            transfer the Shares to the Sellers for the amount of the Purchase
                                                            Price paid by the Purchaser as at the date of default, less 20% or
                                                            the sum of USD 100,000 whichever is lower shall be paid to the Sellers
                                                            as agreed liquidated damages.



 



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		19.	JOINT
                                                                                                    AND SEVERAL LIABILITY



 


		19.1	Except
                                                            for the obligation to transfer the Shares under Clause 2.1 which is
                                                            several, the Sellers will be jointly and severally liable to the Purchaser
                                                            with respect to their obligations under this Agreement.



 


		19.2	The Sellers
                                                            may only exercise their rights under this Agreement jointly.



 


		20.	COSTS
                                                                                                    AND DISBURSEMENTS



 


		20.1	Except
                                                            as expressly provided to the contrary in this Agreement, each Party
                                                            must bear all costs and expenses incurred by it in connection with
                                                            the entering into, and performance of, this Agreement.



 


		21.	ASSIGNMENT
                                                                                                    



 


		21.1	Save as
                                                            set out in Clause 21.2 and 21.3, none of the rights or obligations
                                                            under this Agreement may be assigned or transferred without the prior
                                                            written consent of the other Party.



 


		21.2	The Purchaser
                                                            may, without the consent of the Sellers, assign to any Purchaser's
                                                            Group Companies the benefit of the whole or any part of this Agreement
                                                            provided that if the assignee ceases to be a member of the Purchaser's
                                                            Group it must before so leaving assign the benefit so far as assigned
                                                            to it to another Purchaser's Group Companies.



 


		21.3	Except
                                                            as otherwise expressly provided in this Agreement, the Sellers may,
                                                            without the consent of the Purchaser, assign to any Sellers' Group
                                                            Companies the benefit of the whole or any part of this Agreement provided
                                                            that if the assignee ceases to be a member of the Sellers' Group it
                                                            must before so leaving assign the benefit so far as assigned to it
                                                            to another Sellers' Group Companies.



 


		22.	SEVERABILITY



 


		22.1	The unenforceability
                                                            or invalidity of any provision of this Agreement, in whole or in part,
                                                            may not affect the enforceability or validity of the remainder of
                                                            this Agreement.



 


		23.	WHOLE
                                                                                                    AGREEMENT



 


		23.1	This Agreement
                                                            together with the exhibits, schedules, Disclosure Letter and other
                                                            agreements referenced herein contains the whole agreement between
                                                            the Parties relating to the subject matter of this Agreement at the
                                                            Date of this Agreement to the exclusion of any non-mandatory terms
                                                            implied by law and supersedes any previous written or oral agreement
                                                            between the Parties in relation to the matters dealt with in this
                                                            Agreement.



 


		24.	AMENDMENTS
                                                                                                    AND WAIVERS



 


		24.1	No amendment
                                                            of this Agreement will be valid and effective unless in writing and
                                                            signed by or on behalf of each of the Parties.



 


		24.2	No failure
                                                            to exercise and no delay on the part of any Party in exercising any
                                                            right under this Agreement and no course of dealing between the Parties
                                                            may be construed or operate as a waiver thereof, nor may any single
                                                            or partial exercise of any right preclude any other or further exercise
                                                            thereof, or the exercise of any other right.



 



    	15



    	 



    

 


		24.3	Any waiver
                                                            of a breach of any of the terms of this Agreement or of any default
                                                            under this Agreement may not be deemed to be a waiver of any subsequent
                                                            breach or default and may in no way affect the other terms of this
                                                            Agreement.



 


		25.	FURTHER
                                                                                                    ASSURANCES



 


		25.1	Each Party
                                                            must take (or procure that a third party, as the case may be, takes)
                                                            any action not expressly provided for in this Agreement which may
                                                            be necessary or desirable for the consummation of the transfer of
                                                            the Shares free of any Encumbrances or which otherwise may be necessary
                                                            to give full effect to this Agreement.



 


		26.	NET
                                                                                                                          OF VAT
                                                                                                                          AND
                                                                                                                          TAX
                                                                                                                          



 


		26.1	All amounts
                                                            payable under this Agreement are expressed net of VAT, which (to the
                                                            All amounts payable under this Agreement) are expressed net of VAT,
                                                            which must be paid in addition to such amounts in the rate applicable
                                                            from time to time. Purchaser shall pay any stamp, transfer taxes or
                                                            similar fees or expenses incurred in connection with the transfer
                                                            of the Shares and shall indemnify and hold the Sellers harmless against
                                                            same.



 


		26.2	If a payment
                                                            under this Agreement is subject to a deduction or withholding required
                                                            by law, the sum due must be increased to the extent necessary to ensure
                                                            that, after making of any deduction or withholding, the Party to whom
                                                            the amount is due receives the sum equal to the sum it would have
                                                            received had no deduction or withholding been made.



 


		27.	NO
                                                                                                                          RESCISSION
                                                                                                                          



 


		27.1	Neither
                                                            Party may rescind or otherwise unilaterally terminate this Agreement
                                                            other than due to the reasons expressly set out in this Agreement.
                                                            The Parties expressly disapply all non-mandatory statutory provisions
                                                            which may otherwise give either of the Parties the right to rescind
                                                            this Agreement.



 


		28.	LANGUAGE
                                                                                                    AND NUMBER OF COUNTERPARTS



 


		28.1	This Agreement
                                                            is executed in three (3) originals in the English language version,
                                                            each Party receiving one (1) original.



 


		29.	NO
                                                                                                                          STRICT
                                                                                                                          CONSTRUCTION



 


		29.1	The Parties
                                                            have participated jointly in the negotiation and drafting of this
                                                            Agreement. In the event an ambiguity or question of intent or interpretation
                                                            arises, this Agreement shall be construed as if drafted jointly by
                                                            the Parties, and no presumption or burden of proof shall arise favouring
                                                            or disfavouring any Party by virtue of the authorship of any of the
                                                            provisions of this Agreement.



 


		30.	GOVERNING
                                                                                                    LAW AND JURISDICTION



 


		30.1	This Agreement
                                                            shall be construed and enforced in accordance with, and the rights
                                                            of the Parties shall be governed by, the laws of the state of New
                                                            York without regard to its rules on conflict of law.



 



    	16



    	 



    

 


		30.2	The Parties
                                                            will attempt in good faith to negotiate a settlement to any claim
                                                            or dispute between them arising out of or in connection with this
                                                            Agreement. If the matter is not resolved by negotiation within twenty
                                                            (20) days the Parties will refer the dispute to mediation in accordance
                                                            with the rules of the American Arbitration Association ("Mediation
                                                            Rules"). Where the dispute is not solved by mediation, within
                                                            the period of time prescribed by the Mediation Rules, the dispute
                                                            shall be finally settled by arbitration in Vienna, Austria in accordance
                                                            with the rules of the International Chamber of Commerce (ICC). The
                                                            arbitral tribunal shall be composed of three (3) arbitrators appointed
                                                            in accordance with the rules of Arbitration of the International Chamber
                                                            of Commerce (ICC) and the language to be used in the arbitral proceedings
                                                            shall be English.



 


		30.3	The Parties
                                                            undertake and agree that all mediation and arbitral proceedings conducted
                                                            with reference to this Clause 30 will be kept strictly confidential.
                                                            This confidentiality undertaking shall cover all information disclosed
                                                            in the course of such mediation and/or arbitral proceedings, as well
                                                            as any decision or award that is made or declared during the proceedings.
                                                            Information covered by this confidentiality undertaking may not, in
                                                            any form, be disclosed to a third party without the written consent
                                                            of the other Party. This notwithstanding, a Party shall not be prevented
                                                            from disclosing such information in order to safeguard in the best
                                                            possible way his rights in connection with the dispute, or if obligated
                                                            to do so pursuant to statute, regulation, a decision by an authority,
                                                            a stock exchange agreement or similar.



 



    	17



    	 



    

 


IN WITNESS
of which this Agreement is signed by the Parties.


 


SIGNED:


 





	KIT digital FZ-LLC	 
	 	 
	By:	/s/ Barak Bar-Cohen	 
	Name: Barak Bar-Cohen	 
	Title: Chief Executive Officer	 
	Location: Prague	 
	 	 
	KIT digital, Inc.	 
	 	 
	 	 
	By:	/s/ Barak Bar-Cohen	 
	Name: Barak Bar-Cohen	 
	Title: Chief Executive Officer	 
	Location: Prague	 
	 	 
	Content Solutions International N.V.	 
	 	 
	By:	/s/ Petr Stránský	 
	Name: Petr Stránský	 
	Title: Company director	 
	Location: Prague	 







 



    	18



    	 



    




Schedule
4.4


 


	 	 	H2/2012 2012	 	 	H1/2013	 	 	H2/2013	 	 	H1/2014	 	 	H2/2014	 	 	H1/2015	 	 	H2/2015	 	 	H1/2016	 	 	H2/2016	 	 	SUM*	 
	Revenues	 	$	7,500,000	 	 	$	8,560,000	 	 	$	9,159,200	 	 	$	9,800,344	 	 	$	10,486,368	 	 	$	11,220,414	 	 	$	12,005,843	 	 	$	12,846,252	 	 	$	13,745,489	 	 	$	91,823,910	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Earnout payment	 	$	1,650,000	 	 	$	2,018,750	 	 	$	2,018,750	 	 	$	2,018,750	 	 	$	2,018,750	 	 	$	2,018,750	 	 	$	2,018,750	 	 	$	2,018,750	 	 	$	2,018,750	 	 	$	17,800,000	 






 


For
avoidance of doubt, if during H1/2013, Purchaser and the Companies achieve aggregate revenues of only $7,000,000 then the Earn-Out
payment actually due and payable will be $ 1,650,846.96 (i.e., $2,018,750 * (7.0/8.56)) and
the unpaid $367,903.04 will result in an increase in the subsequent 7 periods to $2,071,307.58 (i.e., $2,018,750 + ($367,903.04/7).
Alternatively, if during H1/2016, Purchaser and the Companies achieve aggregate revenues of only $10,000,000 then the Earn-Out
payment actually due and payable will be $1,571,470.03 (i.e., $2,018,750 * ($10,000,000 /$12,846,252)) and the unpaid $447,279.97
will result in an increase in the subsequent 1 period to $2,466,029.97 (i.e., $2,018,750 + ($447,279.97/1).


 



    	19



    	 



    

 





Schedule
5


 


COMPANIES


   


	Name of Company	KIT digital Content Solutions s.r.o. ("KIT CZ")
	 	 
	Country of incorporation	Czech Republic
	 	 
	Date of Incorporation	7 June 2005
	 	 
	Registration number	Company identification number: 272 47 481;
    Section C, Insert 107427
	 	 
	Registered office	Czech Republic, Praha 4, Nusle, Na Hřebenech
    II 1718/10, postal code 147 00
	 	 
	Accounting Reference date	1 September to 31 August
	 	 
	Directors (names and addresses)	(i)
        Ing. Daniel Hromádko

        (ii) Gavin Alan Campion
        (not registered)

	 	 
	Issued Share Capital	CZK 6,000,000
	 	 
	Number of issued Shares	not applicable
	 	 
	Shareholders	(i)
        KIT DIGITAL Inc. (1%)

        (ii) KIT digital FZ-LLC
        (99%)



 


	Name of Company	Digital Media Production a.s. ("DMP CZ")
	 	 
	Country of incorporation	Czech Republic
	 	 
	Date of Incorporation	30 December 1996
	 	 
	Registration number	Company identification number: 250 97 083;
    Section B, insert 4364.
	 	 
	Registered office	Czech Republic, Praha 4, Mečislavova
    164/7, postal code 140 00
	 	 
	Accounting Reference date	Calendar year
	 	 
	Directors (names and addresses)	(i)
        Ing. Lubomír Celar

        (ii) Ing. Vít Komrzý

        (iii) Ing. Miroslav Kozel

	 	 
	Issued Share Capital	CZK 3,500,000
	 	 
	Number of issued Shares	125
	 	 
	Shareholders	KIT digital FZ-LLC (100%)


 



    	20



    	 



    

 


	Name of Company	BRICKBOX DIGITAL MEDIA Magyarország Korlátolt Felelösségü
    Társaság ("Brickbox Hungary")
	 	 
	Country of incorporation	Hungary
	 	 
	Date of Incorporation	21 January 2010
	 	 
	Registration number	Cg.01-09-932352
	 	 
	Registered office	Hungary, 1115 Budapest, Kelenföldi
    út 2.
	 	 
	Accounting Reference date	Calendar year
	 	 
	Directors (names and addresses)	Gavin Alan Campion
	 	 
	Issued Share Capital	HUF 500,000
	 	 
	Number of issued Shares	not applicable
	 	 
	Shareholders	KIT digital FZ-LLC (100%)


 


	Name of Company	BRICKBOX DIGITAL MEDIA S.R.L. ("Brickbox Romania")
	 	 
	Country of incorporation	Romania
	 	 
	Date of Incorporation	11 August 2010
	 	 
	Registration number	RO 27268367
	 	 
	Registered office	Romania, Bucuresti, Str. Paleologu 24, sector
    3, postal code: 30552
	 	 
	Accounting Reference date	Calendar year
	 	 
	Directors (names and addresses)	Robin Smyth
	 	 
	Issued Share Capital	RON 1,000
	 	 
	Number of issued Shares	100
	 	 
	Shareholders	KIT
        DIGITAL Inc. (1%)

        KIT digital FZ-LLC (99%)



 



    	21



    	 



    

 


	Name of Company	BRICKBOX Ltd. ("Brickbox UK")
	 	 
	Country of incorporation	United Kingdom
	 	 
	Date of Incorporation	16 May 2000
	 	 
	Registration number	03994938
	 	 
	Registered office	1 Innovation Close, York Science Park, YO10
    5ZD York, United Kingdom
	 	 
	Accounting Reference date	31 December
	 	 
	Directors (names and addresses)	Gavin
        Alan Campion

        Robin
        Smyth

	 	 
	Issued Share Capital	GBP 1,000
	 	 
	Number of issued Shares	1,000
	 	 
	Shareholders	KIT digital FZ-LLC (100%)


 


	Name of Company	Brickbox Research And Development
    s.r.o. ("Brickbox
    Research")
	 	 
	Country of incorporation	Czech Republic
	 	 
	Date of Incorporation	29 July 2008
	 	 
	Registration number	282 98 128
	 	 
	Registered office	Brno, Příkop 843/4, PSČ 602 00, Czech Republic
	 	 
	Accounting Reference date	 
	 	 
	Directors (names and addresses)	Ing. Daniel Hromádko, dat. nar. 9. dubna 1978
	 	 
	Issued Share Capital	200, 000 CZK
	 	 
	Number of issued Shares	Not applicable
	 	 
	Shareholders	KIT digital Content Solutions, s.r.o. (100%)


 



    	22



    	 



    

 


	Name of Company	KIT Digital Sweden AB ("KIT Sweden")
	 	 
	Country of incorporation	Sweden
	 	 
	Date of Incorporation	13 September 2004
	 	 
	Registration number	556666-2135
	 	 
	Registered office	Sweden, Stockholm, Drottninggatan
    92-94, 111 36
	 	 
	Accounting Reference date	Calendar year
	 	 
	Directors (names and addresses)	Gavin Alan Campion

        Kaleil Isaza Tuzman

        Robin Smyth

	 	 
	Issued Capital	 
	 	 
	Number of issued Shares	 
	 	 
	Shareholders	 


   


	Name of Company	Kit Digital Egypt l.l.c. ("KIT Egypt")
	 	 
	Country of incorporation	Egypt
	 	 
	Date of Incorporation	 
	 	 
	Registration number	48651
	 	 
	Registered office	Egypt, 13, Al Gul Gamal St., El Mohandeseen
	 	 
	Accounting Reference date	 
	 	 
	Representative (names)	Robin Smyth

        Mohamed Mustapha

        Dieter Axel Ruther

	 	 
	Issued Share Capital	Limited Liability Company
	 	 
	Number of issued Shares	Ioko365, Inc. 50% of Shares
        


KIT digital
        Czech Republic 50% of Shares

	 	 
	Shareholders	Ioko365, Inc. 50% of

        KIT digital Czech Republic



 



    	23



    	 



    

 


	Name of Company	International Digital Management LLC ("IDM US")
	 	 
	Country of incorporation	U.S.A.
	 	 
	Date of Incorporation	14 July 2008
	 	 
	Registration number	200819810100
	 	 
	Registered office	5340
        W 102nd Street

        Los Angeles, CA 90045-6021

        U.S.A.

        1706 Morgan Ln, Redondo
        Beach, CA 90278

	 	 
	Accounting Reference date	Calendar year
	 	 
	Directors (names and addresses)	Not Applicable
	 	 
	Issued Share Capital	Not Applicable
	 	 
	Number of issued Shares	1,500 units
	 	 
	Shareholders	KIT
        digital FZ-LLC (15%)

        Brickbox
        UK (85%)



 


	Name of Company	International Digital Management EOOD ("IDM Bulgaria")
	 	 
	Country of incorporation	Bulgaria
	 	 
	Date of Incorporation	 
	 	 
	Registration number	131332400
	 	 
	Registered office	Bulgaria, Sofia 1164, 2, James Bourchier
    Blvd.
	 	 
	Accounting Reference date	Calendar year
	 	 
	Directors (names and addresses)	Gavin
        Alan Campion

        Kaleil
        Isaza Tuzman

        Robin
        Smyth

	 	 
	Issued Share Capital	BGN 5,000
	 	 
	Number of issued Shares	100
	 	 
	Shareholders	KIT digital FZ-LLC (100%)







  



    	24



    	 



    

  


Schedule
6


 


DISCLOSURE
LETTER


In New York, NY 26 June 2012


Content Solutions International
NV


Keizersgracht 62. 1015 CJ,


the Netherlands


Europe


 


Re: Disclosure
Letter


 


This is the Disclosure Letter referred
to in the Securities Purchase Agreement dated 26 June 2012 between Content Solutions International NV on the one hand and KIT
digital, FZ-LLC and KIT digital, Inc. on the other hand ("SPA").


 


The capitalised terms in this letter
have the meaning ascribed to them in the SPA.


 


The purpose of this letter is to
disclose matters that may be relevant for you as buyers in relation to the Representations and Warranties of the Sellers, which
will be qualified by the facts disclosed in this letter.


 


The inclusion of any fact or item
in a section on this letter, which section requires the listing of a "material" item, is not deemed to be an admission
or representation that the included item is "material."


 


Any heading on any section of this
letter is inserted for convenience only and shall not create a different standard for disclosure than that provided for in the
SPA.


 


Any item, document or disclosure
contained in one section o r sections of this letter shall be deemed to also be disclosed in any other section or sections of
this letter in which it is applicable, but only if it is reasonably apparent on the face of such other section or sections that
such item, document or disclosure was applicable to such other section or sections.


 


Specific matters:


 


The following matters are disclosed
specifically in relation to the individual representations and warranties of Sellers in the SPA:


 


Thank you


 


Yours sincerely


 





	KIT DIGITAL, INC.	KIT DIGITAL, FZ-LLC
	 	 
	By:	By:
	 	 
	Name: Barak Bar Cohen	Name: Barak Bar Cohen
	 	 
	Title: Chief Executive Officer	Title: Chief Executive Officer







 


  



    	25



    	 



    







 


Receipt acknowledged effective as
of June 26. 2012 by:


 


CONTENT SOLUTIONS INTERNATIONAL
NV


 


By:


 


Name: Petr Stránský


 


Title: Company Director


 



    	26



    	 



    

 


Schedule
7


 


PURCHASER’S
WARRANTIES


 


The
Purchaser warrants to the Sellers that:


 


		1.	The Purchaser
                                                          has the power to enter into and to perform its obligations under this
                                                          Agreement.



 


		2.	All necessary
                                                          or appropriate corporate, governmental or statutory approvals have been
                                                          obtained by the Purchaser.



 


		3.	This Agreement
                                                          will, when executed, constitute legally valid and binding obligations,
                                                          enforceable in accordance with its terms.



 


		4.	The execution
                                                          of this Agreement and the fulfilment of its obligations do not conflict
                                                          with law or with the Purchaser's statutes, and do not constitute, and
                                                          will not result in a breach of, any agreement to which it is a party,
                                                          nor shall they conflict with any court, arbitration or administrative
                                                          decision binding upon the Purchaser.



 


		5.	There is
                                                          no bankruptcy in respect of the Purchaser.



 


		6.	There are
                                                          no actions, suits or proceedings pending or threatened, in respect of
                                                          the Purchaser that could have the effect of preventing, delaying or
                                                          otherwise interfering with the transactions contemplated by this Agreement.



 


		7.	The Purchaser
                                                          has no liability or obligation to pay any fees or commissions to any
                                                          broker, finder, or agent with respect to the transactions contemplated
                                                          by this Agreement for which the Sellers could become liable or obligated.



 


		8.	The Purchaser
                                                          has access to all funds necessary to pay the Purchase Price and related
                                                          fees and expenses, and the Purchaser has the financial capacity to perform
                                                          all of its other obligations under this Agreement.



 



    	27



    	 



    

 





Schedule
9


 


SELLERS'
WARRANTIES


 


		1.	The Sellers



 


		1.1	The Seller
                                                           Dubai is duly incorporated and validly existing under the laws of the
                                                           Dubai Technology and Media Free Zone, Dubai, United Arab Emirates.



 


		1.2	The Seller
                                                           US is duly incorporated and validly existing under the laws of the
                                                           state of Delaware in the United States of America.



 


		1.3	The Sellers
                                                           have the power to enter into and to perform its obligations under this
                                                           Agreement.



 


		1.4	All necessary
                                                           or appropriate corporate or statutory approvals have been obtained
                                                           by the Sellers.



 


		1.5	This Agreement
                                                           will, when executed, constitute legally valid and binding obligations,
                                                           enforceable in accordance with its terms.



 


		1.6	The execution
                                                           of this Agreement and the fulfilment of its obligations do not conflict
                                                           with law or with the Sellers' organizational documents, and do not
                                                           constitute, and will not result in a breach of, any agreement to which
                                                           it is a party, nor shall they conflict with any court, arbitration
                                                           or administrative decision binding upon the Sellers.



 


		1.7	There is
                                                           no bankruptcy in respect of the Sellers.



 


		1.8	There are
                                                           no actions, suits or proceedings pending or threatened, in respect
                                                           of the Sellers that could have the effect of preventing, delaying or
                                                           otherwise interfering with the transactions contemplated by this Agreement.



 


		2.	Information



 


		2.1	All information
                                                           provided by, or on behalf of, the Sellers and the Companies to the
                                                           Purchaser in the this Agreement, its Schedules and the Disclosure Letter
                                                           is true, accurate, complete and not misleading in all material respects.



 


		3.	Corporate
                                                          



 


		3.1	The Companies
                                                           incorporation



 


		(a)	The
                                                               Companies are duly existing and its articles of association are
                                                               in accordance with all applicable laws.



 


		3.2	Powers of
                                                           attorney



 


		(a)	The
                                                               Companies have given no power of attorney or any other authority
                                                               (express or implied) which is still effective to any person to
                                                               enter into any contract or commitment or to do anything on its
                                                               behalf.



 


		3.3	The Companies'
                                                           documents, registers and minutes



 


		(a)	The
                                                               minutes from the Companies' bodies meetings have been duly kept
                                                               under applicable law and are in the possession of the Companies.



 



    	28



    	 



    

 


		(b)	All
                                                               material documents required by law to be delivered to or registered
                                                               in public registries have been duly and correctly delivered or
                                                               made on a timely basis.



 


		(c)	The
                                                               Companies operate and has always operated while owned by Sellers
                                                               their respective business in accordance with their articles of
                                                               association at the relevant time.



 


		3.4	The Companies'
                                                           board members and directors



 


		(a)	Each
                                                               director, member of the board of directors and supervisory board
                                                               of the Companies have been properly appointed, re-appointed or
                                                               removed from the office.



 


		(b)	No director,
                                                               member of the board of directors and supervisory board of the Companies
                                                               have any unsettled or outstanding claim against the Companies.



 


		3.5	The Companies'
                                                           intra group relationships



 


		(a)	Except
                                                               for KIT CZ and Brickbox UK, the Companies have no subsidiaries.



 


		(b)	The
                                                               Companies are not a party to any control and/or profit transfer
                                                               agreement.



 


		(c)	The
                                                               Companies have fully complied with all rules on intra group relationships,
                                                               duties to disclose information about transactions effected with
                                                               connected companies, and substantive rule enforcing fair dealings
                                                               with connected companies.



 


		(d)	Since
                                                               the acquisition of the Companies by the Sellers, none of the Companies
                                                               have been involved in a corporate or group restructuring, including
                                                               by way of merger, de-merger or take-over of assets.



 


		3.6	Insolvency



 


		(a)	The
                                                               Companies are not in bankruptcy.



 


		3.7	Winding-up



 


		(a)	No decision
                                                               or resolution has been passed and no petition was filed for the
                                                               winding-up the Companies.



 


		3.8	The Shares



 


		(a)	The
                                                               Sellers are the legal owners of the Shares and have the right to
                                                               exercise all voting and other rights over the Shares.



 


		(b)	The
                                                               Shares comprise the whole of the issued share capital of the Companies
                                                               except as otherwise disclosed in Schedule 5.



 


		(c)	The
                                                               Shares have been properly and validly issued and are each fully
                                                               paid.



 


		(d)	To the
                                                               knowledge of Sellers there has never been any contribution to the
                                                               Companies' equity outside the registered capital.



 


		(e)	No person
                                                               has the right (whether exercisable now or in the future and whether
                                                               contingent or not) to call for the issue or transfer of any of
                                                               the Companies' shares.



 


		(f)	There
                                                               is no Encumbrance on, over or affecting any of the Shares, nor
                                                               is there any commitment to give or create any of the foregoing,
                                                               and no person has claimed to be entitled to any of the foregoing.



 



    	29



    	 



    

 


		(g)	No rights,
                                                               which may be detached from the Shares, have been detached and all
                                                               such rights remain associated only with the Shares.



 


		(h)	Subject
                                                               to Clause 3.2.3, all consents for the transfer of the Shares have
                                                               been obtained or will be obtained by the Formal Consummation Date.



 


		(i)	The
                                                               Shares have not been and are not listed on any stock exchange or
                                                               regulated market.



 


		4.	Assets



 


		4.1	Save as
                                                           set out in the Disclosure Letter, the Companies owned at the Accounts
                                                           Date all the assets included in the Accounts.



 


		4.2	The assets
                                                           comprise all assets owned or otherwise used by the Companies to carry
                                                           out their business except for (a) the accounting system of the Sellers
                                                           and (b) those located in Los Angeles, California, London and in Prague
                                                           which are to be transferred to the Purchaser or the Companies in accordance
                                                           with the Agreement.



 


		4.3	The Companies
                                                           acquired all assets in compliance with applicable law and have with
                                                           respect to such assets a full and valid legal title to them, a valid
                                                           license to use them or a valid lease to such assets.



 


		4.4	Except as
                                                           contemplated by this Agreement, none of the assets owned by the Companies
                                                           is subject to any Encumbrance or any agreement or commitment to give
                                                           or create any Encumbrance, and no person has claimed to be entitled
                                                           to any of the foregoing, except that if the Companies own any property
                                                           under a lease-purchase agreement they will be subject to Encumbrances
                                                           in favour of the sellers thereof.



 


		4.5	The Companies
                                                           have not been a party to a transaction pursuant to or as a result of
                                                           which an asset owned, purportedly owned or otherwise held by the Companies
                                                           as at the Accounts Date, must be transferred or re-transferred to another
                                                           person or which gives or may give rise to a right of compensation or
                                                           payment in favour of another person.



 


		5.	Real estate



 


		5.1	The Companies
                                                           do not own any real estate property.



 


		5.2	The leases
                                                           pursuant to which the properties are occupied by the Companies are,
                                                           to the knowledge of the Sellers, valid and subsisting.



 


		5.3	So far as
                                                           the Sellers are aware none of the landlords have issued any written
                                                           notices of breach in respect of the covenants, conditions and agreements
                                                           contained in the leases relating to the leased properties and there
                                                           are no breaches of the leases pursuant to which the properties are
                                                           held (including, without limitation, the obligation to keep the properties
                                                           in a good state of repair and condition).



 


		5.4	In addition
                                                           to the premises leased by the Companies, the Companies occupy the properties
                                                           leased by the Sellers or their Affiliates and located in Prague, Na
                                                           Hřebenech II, in London, Curzon Street, and in Singapore.



 


		6.	Commercial



 


		6.1	To the knowledge
                                                           of Sellers, the Companies are not a party to or subject to any contract,
                                                           transaction, arrangement, understanding or obligation which:



 



    	30



    	 



    

 


		(a)	is not
                                                               in the ordinary and usual course of business;



 


		(b)	is not
                                                               wholly on an arm’s length basis;



 


		(c)	is of
                                                               a long term nature (that is, unlikely to have been fully performed,
                                                               in accordance with its terms, more than six (6) months after the
                                                               date on which it was entered into or undertaken or is incapable
                                                               of termination in accordance with its terms by the Companies on
                                                               six (6) months’ notice or less);



 


		(d)	is of
                                                               a loss-making nature (that is, known to be likely to result in
                                                               material loss on completion or performance);



 


		(e)	cannot
                                                               readily be fulfilled or performed without undue or unusual expenditure
                                                               of money or effort; or



 


		(f)	restricts
                                                               its freedom to carry on its business in any part of the world in
                                                               such manner as it thinks fit.



 


		6.2	To the knowledge
                                                           of Sellers, the Companies are not party to any agency, distributorship,
                                                           marketing, purchasing, manufacturing or licensing agreement or arrangement.



 


		6.3	The Companies
                                                           are, or have agreed to become, a member of any joint venture, consortium,
                                                           partnership or other unincorporated association (other than a recognised
                                                           trade association in relation to which the Companies have no liability
                                                           or obligation except for the payment of annual subscription or membership
                                                           fees).



 


		6.4	There are
                                                           no existing contracts, arrangements or understandings between the Companies
                                                           and the Sellers or any person who is or was a shareholder in the Companies
                                                           or any other member of the Sellers' Group or any person connected with
                                                           any of them; except for any employment or acquisition related contracts
                                                           or obligations of Sellers, including without limitation options granted
                                                           by Sellers.



 


		6.5	The Companies
                                                           are not party to any contract, arrangement or understanding with any
                                                           current or former employee or current or former director of the Companies
                                                           or any person connected with any of such persons, or in which any such
                                                           person is interested (whether directly or indirectly), other than on
                                                           normal commercial terms in the ordinary and usual course of business;
                                                           except for any employment or acquisition related obligations of Sellers,
                                                           including without limitation options granted by Sellers.



 


		6.6	No person
                                                           is entitled to receive from the Sellers any finder’s fee, brokerage
                                                           or other commission in connection with the acquisition of the Shares
                                                           and the Seller has not entered into any agreement providing for the
                                                           Companies to be obligated to pay any such fees or commissions.



 


		6.7	To the knowledge
                                                           of Sellers:



 


		(a)	all
                                                               the agreements, licences and concessions of whatever nature to
                                                               which the Companies are a party are valid, binding and enforceable
                                                               obligations of the parties thereto and the terms thereof have been
                                                               complied with in all material respects by the Companies and ,to
                                                               the best of the Sellers' knowledge, by each other party to such
                                                               agreements;



 


		(b)	there
                                                               are no grounds for termination of any of such agreements or matters
                                                               referred to in Paragraph (a) above and no notice of termination
                                                               or of intention to terminate has been received in respect of any
                                                               of them.



 



    	31



    	 



    

 


		6.8	To the knowledge
                                                           of the Sellers, neither entering into, nor compliance with, nor completion
                                                           of this Agreement will, or is likely to:



 


		(a)	cause
                                                               the Companies to lose the benefit of any right or privilege they
                                                               presently enjoy;



 


		(b)	cause
                                                               any person who normally does business with or gives credit to the
                                                               Companies not to continue to do so on the same basis;



 


		(c)	prejudicially
                                                               affect the attitude or action of customers, suppliers, employees
                                                               and other persons with regard to the Companies;



 


		(d)	result
                                                               in a breach of, or give any third party a right to terminate or
                                                               vary, or result in any Encumbrance under, any contract or arrangement
                                                               to which the Companies are a party.



 


		6.9	Incentives
                                                           and donations



 


		(a)	The
                                                               Companies while owned by the Sellers have not obtained any incentive
                                                               or subsidy in relation to its business or investment, which could
                                                               be re-claimed if its conditions are not met.



 


		(b)	The
                                                               Companies while owned by the Sellers have neither incurred any
                                                               political expenditure nor made any political donation nor is under
                                                               any commitment to do so.



 


		6.10	Product
                                                            liability



 


		(a)	The
                                                               Companies have not designed, manufactured, sold, distributed or
                                                               supplied products or services which are, or were, or are likely
                                                               to become, or are alleged to be, faulty, defective or contaminated,
                                                               or which do not comply with any warranties or representations expressly
                                                               or impliedly made by the Companies, or with any relevant law.



 


		(b)	There
                                                               have not been any product recalls, reworks or post-sale warnings
                                                               issued by the Companies or by agents acting on its behalf relating
                                                               to any product designed, manufactured, distributed, sold or supplied
                                                               by it nor any internal investigation or consideration by the Companies
                                                               of or decision concerning whether or not to do so.



 


		7.	Anti-competitive
                                                          arrangements



 


		7.1	The Companies
                                                           are not and has not been a party to any agreement, arrangement, concerted
                                                           practice, business practice or course of conduct which:



 


		(a)	is or
                                                               was subject to notification, registration or requires or required
                                                               approval or individual exemption under the Council Regulation EC
                                                               139/2004 ("Regulation") or any merger regulation
                                                               in any jurisdiction in which the Companies carries on business
                                                               or has assets or sales, or any other applicable national competition
                                                               law;



 


		(b)	infringes
                                                               Article 81 or 82 (formerly Articles 85 and 86) of the Treaty establishing
                                                               the European Community or any other antitrust or similar law in
                                                               any jurisdiction in which the Companies carries on business or
                                                               has assets or sales;



 


		(c)	is or
                                                               has been subject to any notification or application for negative
                                                               clearance, exemption, early guidance, guidance or a decision made
                                                               to the Commission of the European Communities or any competition
                                                               authority under any applicable national competition law; or



 



    	32



    	 



    

 


		(d)	is invalid
                                                               or unenforceable (whether in whole or in part) or may render the
                                                               Companies liable to proceedings under any such legislation as is
                                                               referred to in Paragraphs above.



 


		7.2	The Companies
                                                           have not given any undertaking and no decision or order has been made,
                                                           against or in relation to the Companies pursuant to any antitrust or
                                                           similar legislation in any jurisdiction in which the Companies carries
                                                           on business or has assets or sales.



 


		7.3	No investigation,
                                                           request for information, or statement of objections or similar matter
                                                           has been carried out or, as the case may be, received from any court,
                                                           tribunal, governmental, national or supra-national authority in respect
                                                           of the Companies.



 


		7.4	The Companies
                                                           have not received any unlawful state aid.



 


		8.	Accounts



 


		8.1	General



 


To
the knowledge of Seller Dubai, the Accounts:


 


		(a)	have
                                                               been prepared on a proper and consistent basis in accordance with
                                                               the Accounting Standards and law and using methods which are consistent
                                                               with those used in the preparation of each of the accounts of the
                                                               Companies for any accounting period falling wholly or partly within
                                                               the period of one (1) year ended on the Accounts Date;



 


		(b)	correctly
                                                               state the assets and liabilities of the Companies and give a true
                                                               and fair view of the state of affairs of the Companies as at the
                                                               Accounts Date and of the profit or loss of the Companies for the
                                                               period ended on the Accounts Date or in respect of the periods
                                                               for which they were prepared;



 


		(c)	contain
                                                               either provisions adequate to cover, or full particulars in notes
                                                               of, all Taxation (including deferred Taxation) and other liabilities
                                                               (whether quantified, contingent or otherwise) of the Companies
                                                               as at the Accounts Date;



 


		(d)	fully
                                                               provide for all bad and doubtful debts as at the Accounts Date;



 


		(e)	are
                                                               not affected by any unusual or non-recurring items; and



 


		(f)	have
                                                               been duly filed in accordance with applicable law.



 


In
the Accounts reasonable provision has been made for redundant, obsolete, unsaleable, deteriorated or slow moving stocks;


 


		8.2	Indebtedness,
                                                           loans and bank accounts



 


		(a)	The
                                                               Companies does not have outstanding any indebtedness for borrowed
                                                               money or any money raised (other than those truly and fully described
                                                               in the Disclosure Letter and Schedule 11) including money raised
                                                               by promissory note or debt factoring or any liability (whether
                                                               present or future) in respect of any guarantee or indemnity.



 


		(b)	The
                                                               Companies have not lent any money which has not been repaid to
                                                               them nor do they own the benefit of any debt (whether present of
                                                               future) other than debts accrued to it in the ordinary course of
                                                               its business.



 



    	33



    	 



    

 


		(c)	There
                                                               is no indebtedness (actual or contingent) nor any indemnity, guarantee
                                                               or security arrangement between the Companies and any current or
                                                               former employee, current or former director or any current or former
                                                               consultant of the Companies or any person connected with any of
                                                               such persons or in which any such person is interested (whether
                                                               directly or indirectly).



 


		8.3	Accounting
                                                           records. To the knowledge of Seller Dubai:



 


		(a)	The
                                                               Companies' accounting records are up-to-date, in its possession
                                                               or under its control and fully and accurately completed in accordance
                                                               with law and the Accounting Standards.



 


		(b)	The
                                                               Companies have and after the Date of this Agreement will retain
                                                               access to their accounting records and all related documents.



 


		8.4	Capital
                                                           commitments



 


Except
as disclosed in the Accounts, the Companies have not made or agreed to make any, or otherwise incurred, any commitment involving
a capital expenditure.


 


		8.5	Derivative
                                                           transactions and promissory notes



 


		(a)	The
                                                               Companies do not have outstanding any obligations in respect of
                                                               a derivative transaction including any foreign exchange transaction.



 


		(b)	The
                                                               Companies have not issued, nor are or may become liable under,
                                                               promissory notes or bills of exchange.



 


		9.	Changes
                                                          from the Accounts Date



 


		9.1	Since the
                                                           Accounts Date, to the knowledge of the Sellers:



 


		(a)	the
                                                               Companies have carried on its business in the ordinary and usual
                                                               course and without any interruption or alteration in the nature,
                                                               scope or manner thereof;



 


		(b)	Companies
                                                               have not acquired or disposed of any asset, assumed any liability,
                                                               made any payment or entered into any other transaction which was
                                                               not in the ordinary course of its business and for full value;



 


		(c)	the
                                                               Companies have paid its creditors within the times agreed with
                                                               them and no debt owed by the Companies have been outstanding for
                                                               more than 90 days;



 


		(d)	there
                                                               has been no material deterioration in the financial position or
                                                               prospects of the Companies;



 


		(e)	no event
                                                               has occurred which would entitle any third party to call for the
                                                               repayment of indebtedness of the Companies before the normal maturity
                                                               date;



 


		(f)	no dividend
                                                               or other distribution of profits or assets has been agreed, declared,
                                                               made or paid by the Companies;



 


		(g)	the
                                                               Companies have not settled any existing litigation;



 


		(h)	no resolution
                                                               of the Companies' general meeting has been adopted.



 


		10.	Tax



 


		10.1	General



 



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		(a)	The
                                                               Companies have duly made and filed with the Tax authority all returns,
                                                               provided all information and maintained all records in relation
                                                               to Tax as they are required to make, provide or maintain.



 


		(b)	The
                                                               Companies have fully complied on a timely basis with all notices
                                                               served on them and any other requirements lawfully made of them
                                                               by any Tax authority.



 


		(c)	No return
                                                               (and nothing in a return) has been disputed or is yet to be determined
                                                               by, or is subject to an agreement with, a Tax authority.



 


		(d)	The
                                                               Companies are not and do not expect to be involved in a dispute
                                                               in relation to Tax.



 


		(e)	The
                                                               Companies have not been subject to any investigation, audit or
                                                               visit by any Tax authority and there is no fact or circumstance,
                                                               which would suggest that any such investigation, audit or visit
                                                               should be expected in the next twelve (12) months.



 


		(f)	The
                                                               Companies have properly operated the system for payments on account
                                                               of Tax on the income it pays (or has paid in the past) to their
                                                               employees and have complied with each reporting obligation in connection
                                                               with benefits provided for the Companies' directors and employees.



 


		10.2	Secondary
                                                            liability



 


		(a)	To the
                                                               knowledge of Sellers, no event has occurred, which could result
                                                               in the Companies becoming liable for Tax, which is primarily or
                                                               directly chargeable against a third person or which is charged
                                                               by reference to the income or gains of a third person.



 


		(b)	The
                                                               Companies will not incur any income or profit that would be subject
                                                               to Tax as a result of the transaction contemplated by this Agreement.



 


		(c)	The
                                                               Companies are not liable for or in connection with Taxes payable
                                                               by a third party whether as a guarantor, a joint and several creditor,
                                                               or otherwise.



 


		10.3	Payments



 


		(a)	The
                                                               Companies have paid all Tax which they have become liable to pay
                                                               and are not liable to pay, and have never been liable to pay, a
                                                               penalty, penalty interest or similar penalty payment in connection
                                                               with Tax. No penalties due to unpaid Tax are threatened.



 


		10.4	Tax residence



 


		(a)	The
                                                               Companies are and has always been resident only in the country
                                                               of their incorporation for Tax purposes. The Companies have no
                                                               permanent establishment for Tax purposes in any other country,
                                                               and are not registered, subject to or liable to Tax in any other
                                                               country.



 


		(b)	The
                                                               Companies are not liable to pay, and have at no time incurred any
                                                               liability to, Tax chargeable under the laws of any jurisdiction
                                                               other than the country of their incorporation.



 


		10.5	VAT



 



    	35



    	 



    

 


		(a)	The
                                                               Companies are duly registered for the purposes of VAT in the country
                                                               of their incorporation.



 


		(b)	The
                                                               Companies have no permanent establishment for VAT purposes outside
                                                               the country of their incorporation.



 


		(c)	The
                                                               Companies have complied with law concerning VAT, including the
                                                               making due and accurate returns and payments and the maintenance
                                                               of records.



 


		(d)	The
                                                               Companies have not made any exempt supplies in the current or preceding
                                                               VAT year applicable to them and there are no circumstances by reason
                                                               of which there might not be a full entitlement to credit for all
                                                               VAT chargeable on supplies and acquisitions received and imports
                                                               made (or agreed or deemed to be received or made) by them.



 


		10.6	VAT on
                                                            import and duties



 


The
Companies have paid all VAT payable on the import of goods and all customs and excise duties payable to any Tax authority in respect
of any asset (including, without limitation, trading stock) imported or owned by the Companies.


 


		10.7	Tax relieves



 


No
relief (whether by way of deduction, reduction, write-off, exemption, postponement, payment in instalments, allowance or otherwise)
from, against, or in respect of any Taxation has been claimed and/or given to the Companies which could or might be effectively
withdrawn, postponed, restricted, clawed back, or otherwise lost as a result of any act, omission, event or circumstance arising
or occurring in the ordinary course of business.


 


		10.8	Arm's length
                                                            dealings



 


		(a)	The
                                                               Companies are not and have not been a party to or otherwise involved
                                                               in a transaction, agreement or other arrangement other than
                                                               by way of a bargain at arm's length.



 


		(b)	No transactions
                                                               or arrangements involving the Companies have taken place or are
                                                               in existence which is such that any provision relating to transfer
                                                               pricing might be invoked by a Tax authority.



 


		11.	Employees



 


		11.1	General



 


		(a)	There
                                                               is no employment contract between the Companies and any of its
                                                               Employees which cannot be terminated by the Companies by three
                                                               (3) months’ notice or less without giving rise to a claim
                                                               for damages or compensation (other than a statutory redundancy
                                                               payment or statutory compensation for unfair dismissal).



 


		(b)	All
                                                               agreements with the Employees are based on a standard agreement
                                                               with no unusual terms and conditions.



 


		(c)	No proposal,
                                                               assurance or commitment has been communicated to any person regarding
                                                               any change to the terms of employment or working conditions or
                                                               regarding the continuance, introduction, increase or improvement
                                                               of any benefit, custom or any discretionary arrangement or practice.



 



    	36



    	 



    

 


		(d)	The
                                                               Companies have not incurred a liability for breach or termination
                                                               of an employment contract including, without limitation, a redundancy
                                                               payment, protective award and compensation for unlawful dismissal
                                                               and failure to comply with an order for the reinstatement or re-engagement
                                                               of an employee.



 


		(e)	None
                                                               of the Employees is subject any secondment arrangement.



 


		11.2	No remuneration
                                                            increase



 


The
Companies are not obliged to increase the remuneration paid to the Employees. Since the Accounts Date there was no increase in
the remuneration paid to the Employees by the Companies.


 


		11.3	Trade unions
                                                            and work councils



 


The
Employees are not organised in any form of trade union and the Companies have no works council, staff association or other body
representing employees established.


 


		11.4	Collective
                                                            Agreements



 


The
Companies are not a party to any collective agreement or arrangement.


 


		11.5	Loans to
                                                            Employees



 


The
Companies have not made or promised loan or any advances to any of the Employees.


 


		11.6	No consultancy
                                                            or similar arrangements



 


There
are no consultancy agreements or agreements similar to employment agreements between the Companies and any person.


 


		11.7	Incentive
                                                            schemes



 


The
Companies does not have and is not proposing to introduce a share incentive, share option, profit sharing, bonus or other incentive
scheme for any of its Employees.


 


		11.8	Social
                                                            and health contributions



 


		(a)	The
                                                               Companies have duly deducted and accounted for all amounts which
                                                               they have been obliged to deduct in respect of Taxation and, in
                                                               particular, have properly deducted Taxation, including all social
                                                               and health insurance statutory and mandatory contributions to the
                                                               social and health insurance authorities, from all payments made
                                                               or treated as made to its employees or former employees, and accounted
                                                               to the relevant Tax authority for all Taxation deducted by them
                                                               and for all Taxation chargeable on benefits provided for their
                                                               employees or former employees.



 


		(b)	The
                                                               Companies have not been liable to pay a penalty, penalty interest
                                                               or similar penalty payment in connection with all social and health
                                                               insurance statutory and mandatory contributions to the social and
                                                               health insurance authorities.



 


		(c)	There
                                                               is no fact or circumstance by reason of which the Companies are
                                                               likely to become liable to pay any social and health insurance
                                                               statutory and mandatory contributions or any penalty, penalty interest
                                                               or similar penalty relating thereto for the period ending on the
                                                               Date of this Agreement.



 


		11.9	Pensions



 



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The
Companies are not committed towards its employees to operate, maintain or contribute into any employee pension, social or other
similar fund or scheme in addition to the statutory system.


 


		12.	Compliance
                                                           with law and licences



 


		12.1	Neither
                                                            the Companies nor any of their officers, agents, employees or persons
                                                            in similar positions (during the course of their duties) has done
                                                            or omitted to do anything which is a contravention of any law, regulation
                                                            or the requirements of any regulatory body giving rise to any fine,
                                                            penalty, other liability or sanction on the part of the Companies
                                                            and no complaints have been received in respect of such matters.



 


		12.2	The Companies
                                                            have valid and effective licences necessary to perform their business
                                                            and have complied in all material respects with all terms and conditions
                                                            of those licences. To the knowledge of Sellers, the licences will
                                                            remain valid and effective as result of transactions contemplated
                                                            by this Agreement.



 


		13.	Litigation



 


		13.1	Neither
                                                            the Companies nor to the knowledge of Sellers any person for whose
                                                            acts the Companies are liable are involved whether as claimant, defendant
                                                            nor other party in any claim, legal action, proceeding, suit, litigation,
                                                            prosecution, investigation, enquiry, mediation nor arbitration (other
                                                            than as claimant in the collection of debts arising in the ordinary
                                                            and usual course of its business).



 


		13.2	No claim,
                                                            legal action, proceeding, suit, litigation, prosecution, investigation,
                                                            enquiry, mediation or arbitration is pending or threatened in writing
                                                            by or against the Companies or, to the knowledge of Sellers, a person
                                                            for whose acts the Companies are liable.



 


		13.3	To the
                                                            knowledge of Sellers, there are no investigations, disciplinary proceedings
                                                            or other circumstances likely to lead to any such claim or legal action,
                                                            proceeding, suit, litigation, prosecution, investigation, enquiry,
                                                            mediation or arbitration against the Companies or a person for whose
                                                            acts the Companies are liable.



 


		13.4	The Companies
                                                            or their assets are not subject to any continuing injunction, judgment
                                                            or order of any court, arbitrator, governmental agency or regulatory
                                                            body, or in default under any order, licence, regulation or demand
                                                            of any governmental agency or regulatory body or with respect to any
                                                            order, suit, injunction or decree of any court.



 


		14.	Intellectual
                                                           Property



 


		14.1	Each of
                                                            the Companies is:



 


		(a)	The
                                                               sole owner, holder or registered proprietor (where it is capable
                                                               of registration) of; and/or



 


		(b)	Entitled
                                                               to use, either under binding and enforceable licence agreements
                                                               or otherwise under statutory law,



 


all
Intellectual Property Rights that are required in connection with the conduct of its activities as presently carried on and as
expected to be carried on in the future.


 


		14.2	All Intellectual
                                                            Property Rights owned and/or used by the Companies are valid and in
                                                            full force and effect; they are not pledged, given as security or
                                                            subject to any Encumbrance, except as specified in the Disclosure
                                                            Letter.



 



    	38



    	 



    

 


		14.3	To the
                                                            knowledge of Sellers, none of the licence agreements to which the
                                                            Companies are a party will or is likely to be terminated by the other
                                                            party by virtue of this Agreement. All parties to such licence agreements
                                                            to the knowledge of Sellers have fully complied with all obligations
                                                            set out therein and no disputes have arisen or are foreseeable in
                                                            connection with such licence agreements. Neither the Companies, nor
                                                            to the knowledge of Sellers any third party is in breach of any such
                                                            licence agreement. All licence agreements to which the Companies are
                                                            a party which are subject to any registration requirements have been
                                                            duly registered.



 


		14.4	To the
                                                            knowledge of Sellers, none of the activities, processes, or products
                                                            of the Companies or any licensee authorized by the Companies infringe,
                                                            or could be in conflict with, any Intellectual Property Rights of
                                                            any other person and no claim has been made against the Companies
                                                            or any such licensee in respect of such infringement.



 


		14.5	To the
                                                            knowledge of Sellers, none of the Intellectual Property Rights owned
                                                            and/or used by the Companies are being used by, or are being or have
                                                            been claimed, disputed, opposed or attacked by any other person.



 


		14.6	Neither
                                                            the Sellers nor the Companies are aware of any unauthorised use by
                                                            any person of any Intellectual Property Rights owned and/or used by
                                                            the Companies.



 


		14.7	No name
                                                            or mark identical or similar to the Intellectual Property Rights owned
                                                            and/or used by the Companies (other than marks owned by KIT digital,
                                                            Inc. or its affiliates) have been registered or is being used by any
                                                            person in the same or similar business as the business of the Companies
                                                            in the countries in which the Companies have registered or is using
                                                            such name or mark.



 


		14.8	To the
                                                            knowledge of Sellers, nothing has been done or omitted to be done,
                                                            whether by the Companies or by any person, which would jeopardise
                                                            the validity, enforceability or subsistence of any Intellectual Property
                                                            Rights owned and/or used by the Companies or any licence agreements
                                                            to which the Companies are a party.



 


		14.9	Except
                                                            in the ordinary course of business and on a strictly confidential
                                                            basis, no disclosure has been made of any of the confidential information,
                                                            know-how, technical processes, financial or trade secrets or customer
                                                            or supplier lists of the Companies.



 


		14.10	The Companies
                                                             do not use any software products, materials or IT systems which incorporate,
                                                             contain, or use in any manner (in whole or in part) any open source
                                                             materials.



 


		15.	Computer
                                                           Systems



 


For
the purposes of this Paragraph:


 


"Hardware"
means any computer equipment used by or for the benefit of the Companies at any time but excluding all Software;


 


"Software"
means any set of instructions for execution by microprocessor used by or for the benefit of the Companies at any time, irrespective
of application, language or medium.


 


		15.1	The Hardware
                                                            has been satisfactorily maintained and supported and has the benefit
                                                            of an appropriate maintenance and support agreement.



 


		15.2	Except
                                                            for accounting and similar records and software owned or maintained
                                                            Sellers, where any of the records of the Companies are stored electronically,
                                                            the Companies are the owner of all hardware and software licences
                                                            necessary to enable them to keep, copy, maintain and use such records
                                                            in the course of its business and do not share any hardware or software
                                                            relating to the records with any person.



 



    	39



    	 



    

 


		16.	Insurance



 


		16.1	All the
                                                            assets of the Companies which are capable of being insured have at
                                                            all material times been and are insured for amounts and with deductibles
                                                            and excesses reasonably regarded as adequate taking into account the
                                                            size and operations of the Companies and the jurisdictions in which
                                                            the operations of the Companies are carried on against risks normally
                                                            insured against by companies carrying on similar businesses or owning
                                                            assets of a similar nature.



 


		16.2	The Companies
                                                            have at all material times been and are adequately (taking into account
                                                            the size and operations of the Companies and the jurisdictions in
                                                            which the operations of the Companies are carried on) covered against
                                                            accident, physical loss or damage, confiscation or expropriation of
                                                            any such assets by any foreign government, third party liability (including
                                                            product liability), environmental liability (to the extent that insurance
                                                            is reasonably available), and other risks normally covered by insurance
                                                            by such companies.



 


		16.3	In respect
                                                            of the insurances referred to in Paragraph 16.1 all the policies are
                                                            in full force and effect



 


		16.4	In respect
                                                            of the insurances referred to in Paragraph 16.1 all premiums have
                                                            been duly paid to date.



 


		16.5	No act,
                                                            omission, misrepresentation or non-disclosure by or on behalf of the
                                                            Companies have occurred which makes any of these policies invalid
                                                            or unenforceable.



 


		16.6	There has
                                                            been no breach of the terms, conditions and warranties of any of the
                                                            policies that would entitle insurers to decline to pay all or any
                                                            part of any claim made under the policies or to terminate any policy.



 


		16.7	No insurance
                                                            claim in excess of USD 100,000 is outstanding and no circumstances
                                                            exist which are likely to give rise to any insurance claim.



 


		16.8	Since May
                                                            1, 2012 no claim has been refused or settled below the amount claimed.



 



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