Exhibit 2.1
 Dated
  Share purchase agreement
  Sajid Ghani and others
  PRGX UK Ltd




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Contents
 
 Clause1. Interpretation
    
    
    12. Sale and Purchase and Waiver of Pre-emption rights
    
    
    113. Purchase Price
    
    
    114. Completion
    
    
    125. Determination of Initial Consideration
    
    
    136. Warranties
    
    
    147. Liability and Limitations on Claims
    
    
    168. Rights of Set-off
    
    
    209. conditions for payment of the purchase price
    
    
    2210. Indemnities
    
    
    2311. Restrictions on Sellers and Michael McVicar
    
    
    2512. Tax Covenant
    
    
    2713. Confidentiality and Announcements
    
    
    2814. Further Assurance
    
    
    2915. Assignment
    
    
    2916. Whole Agreement
    
    
    2917. Variation and Waiver
    
    
    3018. Costs
    
    
    3019. Notice
    
    
    3020. Interest on Late Payment
    
    
    3221. Severance
    
    
    3322. Agreement Survives Completion
    
    
    3323. Third Party Rights
    
    
    3324. Successors
    
    
    3325. Counterparts
    
    
    3326. Language
    
    
    3327. Governing Law and Jurisdiction
    
    
    34ScheduleSchedule 1 Particulars of Sellers
    
    
    34Schedule 2 Particulars of the Company
    
    
    36Schedule 3 Completion
    
    
    38Part 1. What the Sellers shall deliver to the Buyer at Completion
    
    
    38Part 2. Matters for the board meetings at Completion
    
    
    39Schedule 4 Earn-Out
    
    
    41Part 1. Calculation of Earn-Out Consideration
    
    
    41




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Part 2. Payment of Earn-Out Consideration
    
    
    46Part 3. Earn-Out Protections
    
    
    49Schedule 5 Warranties
    
    
    50Part 1. General warranties
    
    
    501. Power to sell the company
    
    
    502. Shares in the company
    
    
    503. Constitutional and corporate documents
    
    
    514. Information
    
    
    525. Compliance with laws
    
    
    526. Licences and consents
    
    
    537. Insurance
    
    
    538. Power of attorney
    
    
    549. Disputes and investigations
    
    
    5410. Defective products and services
    
    
    5411. Customers and suppliers
    
    
    5512. Competition
    
    
    5513. Contracts
    
    
    5614. Transactions with warrantors
    
    
    5715. Finance and guarantees
    
    
    5716. Insolvency
    
    
    5917. Assets
    
    
    6018. Condition of plant and equipment and stock in trade
    
    
    6019. Environment and health and safety
    
    
    6020. Intellectual property
    
    
    6221. Information technology
    
    
    6422. Data protection
    
    
    6623. Employment
    
    
    6824. Property
    
    
    7225. Accounts
    
    
    7626. Financial and other records
    
    
    7727. Changes since accounts date
    
    
    7828. Effect of sale
    
    
    7829. Retirement benefits
    
    
    79Part 2. Tax warranties
    
    
    791. General
    
    
    792. Chargeable gains
    
    
    833. Capital losses
    
    
    854. Capital allowances
    
    
    855. Distributions and other payments
    
    
    866. Loan relationships
    
    
    877. Close companies
    
    
    888. Group relief
    
    
    889. Intangible assets
    
    
    89




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10. Company residence, treasury consents and overseas interests
    
    
    8911. Anti-avoidance
    
    
    9112. Inheritance tax
    
    
    9313. Value Added Tax
    
    
    9314. Premiums and sale and lease back of land
    
    
    9515. Employees and pensions
    
    
    9516. Stamp duty, stamp duty land tax and stamp duty reserve tax
    
    
    9617. Tax sharing
    
    
    9718. Construction industry sub-contractors scheme
    
    
    9719. Research and Development Relief
    
    
    97Schedule 6 Tax Covenant
    
    
    981. Interpretation
    
    
    982. Covenant
    
    
    1013. Limitation of liability under tax covenant
    
    
    1024. Payment date and interest
    
    
    1035. Exclusions
    
    
    1046. Recovery from third parties
    
    
    1057. Corporation tax returns
    
    
    1068. Conduct of tax claims
    
    
    1079. Grossing up
    
    
    10910. Costs and expenses
    
    
    11011. Over-provisions, refunds and savings
    
    
    11012. Buyers covenant
    
    
    111Schedule 7 Completion accounts
    
    
    113Part 1. General
    
    
    1131. Preparation of completion accounts
    
    
    1132. Basis of computation
    
    
    113Part 2. Accounting policies
    
    
    115Schedule 8 Intellectual Property Rights
    
    
    116Part 1. Registered Intellectual Property Rights
    
    
    116Part 2. Material unregistered Intellectual Property Rights
    
    
    117Part 3. Intellectual Property Rights licensed from third parties
    
    
    119Part 4. Intellectual Property Rights licensed to third parties
    
    
    120Schedule 9 Information technology
    
    
    122Part 1. Particulars of IT system
    
    
    122Part 2. Particulars of IT contracts
    
    
    127Schedule 10 Particulars of the Property
    
    
    129




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THIS AGREEMENT
 Parties
 (1)
    
    The several persons whose names and addresses are set out in
Schedule 1 (Particulars of Sellers)
(the Sellers).(2)
    
    PRGX UK LTDa private company limited by shares incorporated and registered in England and
Wales with company number 01478123 whose registered office is at First Floor, 731 Capability
Green, Luton, Bedfordshire LU1 3LU (the Buyer).(3)
    
    MICHAEL MCVICARof Oaklands, High Street, Whixley,
Yorkshire YO26 8AW (Michael McVicar).
 Background
 (A)
    
    The Company has an issued share capital of £950 divided
into 304 A Shares and 646 B shares.(B)
    
    Further particulars of the Company at the date of this agreement are set out in
Schedule 2 (Particulars of the Company).(C)
    
    The Sellers are the legal and beneficial owners of, or are otherwise able to procure
the transfer of, the legal and beneficial title to the number of Sale Shares set out opposite
their respective names in Schedule 1 (Particulars of Sellers) comprising in aggregate the whole of the
issued share capital of the Company.(D)
    
    The Sellers have agreed to sell and the Buyer has agreed to buy the Sale Shares
subject to the terms and conditions of this agreement.
 Agreed terms
 1.
    
    Interpretation1.1
    
    The definitions and rules of interpretation in this clause apply in this agreement.1.2
    
    In this agreement following expressions shall have the following meanings:
 Accounts
    
    the financial statements of the Company as at
and to the Accounts Date consisting of the
balance sheet, profit and loss account together
with the notes thereon, the cash flow statement
and Directors reports (copies of which are
included in the Disclosure Bundle);Accounts Date
    
    31 December 2008;
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A Shares
    
    the 304 A ordinary shares of £1 each in the
capital of the Company registered in the names
of, or beneficially owned by, those persons
whose names are set out in Schedule 1 (Particulars of
Sellers);B Shares
    
    the 646 B ordinary shares of £1 each in the
capital of the Company registered in the names
of, or beneficially owned by, those persons
whose names are set out in Schedule 1 (Particulars of
Sellers);Business
    
    the business of the Company, namely the
provision of recovery audit services, fraud
prevention software and services and spend
analytics software and services, as carried on
immediately prior to Completion;Business Day
    
    a day (other than a Saturday, Sunday or public
holiday) when banks in the City of London are
open for business;Buyers Accountants
    
    BDO LLP of 55 Baker Street, London W1U 7EU;Buyers Solicitors
    
    McGuireWoods London LLP, Imperial House, 15-19
Kingsway, London WC2B 6UN;CAA 2001
    
    the Capital Allowances Act 2001;Claim
    
    a claim for breach of any of the Warranties; a
Claim is connectedwith another Claim or
Substantiated Claim if they all arise out of
the occurrence of the same or similar event or
relate to the same or similar subject matter;Companies Acts
    
    the Companies Act 1985 and the Companies Act
2006;Company
    
    Etesius Limited, a private company limited by
shares incorporated and registered in England
and Wales with company number 04715093 whose
registered office is at One London Wall, London
EC2Y 5AB, further details of which are set out
in Schedule 2
(Particulars of the Company);Company Intellectual
Property Rights
    
    Intellectual Property Rights owned, used or
held for use by the Company;Competition Law
    
    the national and directly effective legislation
of any jurisdiction which governs the conduct
of companies or individuals in relation to
restrictive or other anti-competitive
agreements or practices (including, but not
limited to, cartels, pricing, resale pricing,
market sharing, bid rigging, terms of trading,
purchase or
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supply and joint ventures),
dominant or monopoly market positions (whether
held individually or collectively) and the
control of acquisitions or mergers;Completion
    
    completion of the sale and purchase of the Sale
Shares in accordance with clause 4 of this
agreement;Completion Accounts
    
    the partial balance sheet of the Company, as at
the Completion Date stating the amount of the
Completion Net Assets and the Completion Net
Debt prepared in accordance with and subject to
the provisions of Schedule 7 (Completion Accounts);Completion Date
    
    the date of this agreement;
 Completion Net Assets
    
    (a)
    
    the current assets; less(b)
    
    the
current liabilities and all liabilities for
taxation of the Company at Completion,
excluding cash at bank and including any
amounts owing to Paradigm or any Seller or
Warrantor and also including 50% of fees plus
VAT due by the Company to Aon Limited and
Chartis Insurance UK Limited, all as calculated
in accordance with Schedule 7
(Completion Accounts);
 Completion Net Debt
    
    bank debt of the Company less cash at bank each
at Completion determined in accordance with
Schedule 7 (Completion
Accounts);Completion Payment
    
    the amount to be paid at Completion in respect
of the Initial Consideration pursuant to clause
4.3(a) (Completion);Completion Period
    
    the period commencing on the day after the
Accounts Date up to and including the
Completion Date;Connected
    
    in relation to a person, has the meaning
contained in section 839 of the ICTA 1988;Control
    
    in relation to a body corporate, the power of a
person to secure that the affairs of the body
corporate are conducted in accordance with the
wishes of that person:
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(a)
    
    by means of the holding
of shares, or the possession of voting power,
in or in relation to that or any other body corporate;(b)
    
    or by virtue of any powers conferred
by the constitutional or corporate documents,
or any other document, regulating that or any
other body corporate,
 and a Change of Control
occurs if a person who controls any body
corporate ceases to do so or if another person
acquires control of it;Deed of Termination
    
    the deed of termination in agreed form between
the Buyer and Paradigm with respect to the
termination of the Consultancy Agreement
between the Company and Paradigm dated 15
September 2006;Deferred Consideration
    
    the sum of $1,200,000 being aggregate of the
First Deferred Payment, the Second Deferred
Payment, the Third Deferred Payment and the
Fourth Deferred Payment constituting (to the
extent paid) part of the Purchase Price and
being payable in accordance with clause 3.1(b)
(Purchase Price);Determined Claim
    
    is a claim under this agreement or any document
entered into pursuant to this agreement in
respect of which liability is admitted by the
party against whom such claim is brought or
which has been adjudicated on by a court of
competent jurisdiction and no right of appeal
lies in respect of such adjudication or the
parties were prevented by the passage of time
or otherwise from making an appeal;Director
    
    each person who is a director, de facto
director or shadow director of the Company;Disclosed
    
    fairly disclosed (with sufficient explanation
and detail to identify the nature and scope of
the matter disclosed) in the Disclosure Letter;Disclosure Bundle
    
    the bundle of documents agreed by parties and
attached to the Disclosure Letter;Disclosure Letter
    
    the letter from the Sellers to the Buyer with
the same date as this agreement and described
as the disclosure letter;
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Discrimination Acts
    
    the Sex Discrimination Act 1975, the Race
Relations Act 1976, the Disability
Discrimination Act 1995, the Employment
Equality (Religion or Belief) Regulations 2003,
the Employment Equality (Sexual Orientation)
Regulations 2003 and the Employment Equality
(Age) Regulations 2006;Draft Completion
Accounts
    
    a draft of the Completion Accounts prepared in
accordance with the requirements of Schedule 7 (Completion
Accounts);Earn-Out Consideration
    
    those sums constituting (to the extent paid)
part of the Purchase Price calculated in
respect of each of Year 1 to Year 4 in
accordance with Schedule 4 (Earn-Out) and payable in accordance
with clause 3 (Purchase Price);Earn-Out End Date
    
    the date on which the last payment of any
Earn-Out Consideration shall be made or due to
be made following the end of the Earn-Out
Period.Earn-Out Period
    
    the period from Completion to the end of Year 4
or if earlier to such date as the last Seller
to be entitled to Earn-Out Consideration,
ceases to be so entitled;EBITDA
    
    has the meaning given in Part 1 (Calculation of
Earn-Out Consideration) of Schedule 4 (Earn-Out);Encumbrance
    
    any interest or equity of any person (including
any right to acquire, option or right of
pre-emption) or any mortgage, charge, pledge,
lien, assignment, hypothecation, security,
interest, title, retention or any other
security agreement or arrangement;Event
    
    has the meaning given in Schedule 6 (Tax Covenant);Expert
    
    a person appointed in accordance with paragraph
5 of Part 2 of Schedule 4 (Earn-Out) to resolve any dispute
arising in the preparation of the Earn-Out
Accounts or the calculation of the Earn-Out
Consideration or to resolve any dispute arising
in the preparation of the Completion Accounts;First Deferred Payment
    
    the sum of $100,000 constituting part of the
Deferred Consideration and being payable
pursuant to 3.1(b)(i) (Purchase Price);
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Fourth Deferred Payment
    
    the sum of $700,000 constituting part of the
Deferred Consideration and being payable
pursuant to 3.1(b)(iv) (Purchase Price);FSMA
    
    the Financial Services and Markets Act 2000;Group
    
    in relation to a company (wherever
incorporated) that company, any company of
which it is a Subsidiary (its holding company)
and any other Subsidiaries of any such holding
company; and each company in a group is a
member of the group;
unless the context
otherwise requires, the application of the
definition of Group to any company at any time
will apply to the company as it is at that
time;HSBC Amount
    
    £218,630.06;ICTA 1988
    
    the Income and Corporation Taxes Act 1988;IHTA 1984
    
    the Inheritance Tax Act 1984;Initial Consideration
    
    that part of the Consideration payable at or
around Completion and determined in accordance
with clause 5 (Determination of Initial
Consideration) and Schedule 7 (Completion Accounts);Intellectual Property
Rights
    
    has the meaning given in paragraph 20.1 (Intellectual
Property) of Part 1 of Schedule 5
(Warranties);Indemnities
    
    the indemnities in clause 10 (Indemnities);IT System
    
    all computer hardware (including network and
telecommunications equipment) and software
(including associated source code preparatory
materials, user manuals and other related
documentation) owned, used, leased or licensed
by the Company or used in the Business;Loan Notes
    
    the loan notes of an aggregate principal amount
equal to the aggregate amount of the Deferred
Consideration and the Earn-Out Consideration to
be issued from time to time by the Buyer to the
Management Sellers in satisfaction of part of
the Purchase Price;Loan Note Instrument
    
    the loan note instruments in the agreed form
constituting the Loan Notes;
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Losses
    
    all liabilities, costs, expenses, damages and
losses (including all interest, penalties and
legal and other professional costs and expenses
incurred);Management Accounts
    
    the unaudited balance sheet and the unaudited
profit and loss account of the Company
(including any notes thereon) for each of: (i)
the 12 monthly periods from 1 January 2009 to
31 December 2009 and (ii) the period of one
month to 31 January 2010 (a copy of each of
which is included in the Disclosure Bundle);Management Sellers or
Management Warrantors
    
    Sajid Ghani, Mathew Harrowing and Andrew
Mitchell;Management Sellers
Representative
    
    has the meaning given in clause 19.2 (Notice);Material Contract
    
    an agreement or arrangement to which the
Company is a party or is bound by and which is
of material importance to the business,
profits, prospects or assets of the Company;Payment Date
    
    a day on which any payment in respect of the
Consideration falls to be made either by way of
the issue of Loan Notes or the making of a cash
payment (whether under the Loan Notes or
otherwise);Paradigm
    
    Paradigm Global Ventures LLP, a limited
liability partnership existing under the laws
of England and Wales under registered number
OC318886 and having its registered office at
One London Wall, London EC2Y 5AB;Paradigm Sellers
    
    Clifford Herbertson and Alison McVicar;Paradigm Sellers
Representative
    
    has the meaning given in clause 19.3 (Notice);Paradigm Warrantors
    
    Michael McVicar and Clifford Herbertson;Previously-owned Land
and Buildings
    
    has the meaning given in paragraph 24.1 (Property) of
Part 1 of Schedule 5 (Warranties);Property
    
    has the meaning given in paragraph 24.1 (Property) of
Part 1 of Schedule 5 (Warranties);Purchase Price
    
    the purchase price for the Sale Shares to be
paid by
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the Buyer to the Sellers in accordance
with clause 3 (Purchase Price);Relevant Revenues
    
    has the meaning given to it in Part 1
(Calculation of Earn-Out Consideration) of Schedule 4
(Earn-Out);Sale Shares
    
    the A Shares and the B Shares;Second Deferred Payment
    
    the sum of $100,000 constituting part of the
Deferred Consideration and being payable
pursuant to 3.1(b)(ii) (Purchase Price);Sellers Accountants
    
    Bird Luckin, Aquila House, Waterloo Lane,
Chelmsford CM1 1BN;Sellers Solicitors
    
    Maclay Murray & Spens LLP, 151 Vincent Street,
Glasgow G2 5NJ;Service Agreements
    
    the employment agreements in
agreed form to be entered into between:
 (a)   Sajid Ghani and the Buyer; 
(b)   Mathew Harrowing and the
Buyer; and 
(c)   Andrew Mitchell and the Buyer;Subsidiary
    
    in relation to a company wherever incorporated
(a holding company) means a subsidiary as
defined in section 1159 of the Companies Act
2006 and any other company which is a
subsidiary (as so defined) of a company which
is itself a subsidiary of such holding
company;
unless the context otherwise requires,
the application of the definition of Subsidiary
to any company at any time will apply to the
company as it is at that time;Substantiated Claim
    
    a Claim in respect of which liability is
admitted by the party against whom such Claim
is brought, or which has been adjudicated on by
a Court of competent jurisdiction and no right
of appeal lies in respect of such adjudication,
or the parties are debarred by passage of time
or otherwise from making an appeal;Tax or Taxation
    
    has the meaning given in Schedule 6 (Tax Covenant);Tax Covenant
    
    the tax covenant as set out in Schedule 6 (Tax Covenant);Tax Claim
    
    has the meaning given in Schedule 6 (Tax Covenant);
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Tax Warranties
    
    the Warranties in Part 2 of Schedule 5 (Warranties);Taxation Authority
    
    has the meaning given in Schedule 6 (Tax Covenant);Taxation Statute
    
    has the meaning given in Schedule 6 (Tax Covenant);TCGA 1992
    
    the Taxation of Chargeable Gains Act 1992;Third Deferred Payment
    
    the sum of $300,000 constituting part of the
Deferred Consideration and being payable
pursuant to 3.1(b)(iii) (Purchase Price);TMA 1970
    
    the Taxes Management Act 1970;Transaction
    
    the transaction contemplated by this agreement
or any part of that transaction;US GAAP
    
    generally accepted accounting principles
applied in the US;UK GAAP
    
    generally accepted accounting principles
applied in the UK, incorporating Statements of
Standard Accounting Practice, Financial
Reporting Standards and Urgent Issues Task
Force Abstracts issued by the Accounting
Standards Board, in each case as in force at
date of this agreement;VATA 1994
    
    the Value Added Tax Act 1994;Warranties
    
    the warranties in clause 6 (Warranties) and
Schedule 5
(Warranties);Warrantors
    
    the Management Warrantors and the Paradigm
Warrantors;Withheld Amount
    
    has the meaning given in clause 8.1(b) (Rights
of Set-Off);Year 1
    
    the period of 12 months commencing on 1 January
2010 and ending on 31 December 2010;Year 2
    
    the period of 12 months commencing on 1 January
2011 and ending on 31 December 2011;Year 3
    
    the period of 12 months commencing on 1 January
2012 and ending on 31 December 2012;Year 4
    
    the period of 12 months commencing on 1 January
2013 and ending on 31 December 2013; andYear
    
    means any of Year 1, Year 2, Year 3 or Year 4.
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1.3
    
    Clause and schedule headings do not affect the interpretation of this agreement.1.4
    
    A personincludes a corporate or unincorporated body.1.5
    
    Words in the singular include the plural and in the plural include the singular.1.6
    
    A reference to one gender includes a reference to the other gender.1.7
    
    A reference to a particular statute, statutory provision or subordinate legislation
is a reference to it as it is in force from time to time taking account of any amendment or
re-enactment and includes any statute, statutory provision or subordinate legislation which it
amends or re-enacts and subordinate legislation for the time being in force made under it.
Provided that, as between the parties, no such amendment or re-enactment made after the date
of this agreement shall apply for the purposes of this agreement to the extent that it would
impose any new or extended obligation, liability or restriction on, or otherwise adversely
affect the rights of, any party.1.8
    
    Writingor writtenincludes faxes but not e-mail.1.9
    
    Documents in agreed formare documents in the form agreed by the parties or on their
behalf and executed or initialled by them or on their behalf for identification, including,
inter alia:
 (a)
    
    the Disclosure Letter;(b)
    
    Service Agreements;(c)
    
    Loan Note Instrument;(d)
    
    Deed of Termination.
 1.10
    
    References to clauses and schedules are to the clauses and schedules of this
agreement; references to paragraphs are to paragraphs of the relevant schedule.1.11
    
    Unless otherwise expressly provided, the obligations and liabilities of the Sellers
and/or the Warrantors under this agreement are joint and several.1.12
    
    Reference to this agreement include this agreement as amended or varied in
accordance with its terms.1.13
    
    Unless otherwise expressly provided where it is necessary or desirable in order to
apply any provision of this agreement to convert sums expressed or calculated in
sterling into dollars the exchange rate applicable shall be the midmarket rate at close of
business on the Completion Date as published by Bloomberg.com.
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2.
    
    Sale and Purchase and Waiver of Pre-emption rights2.1
    
    On the terms of this agreement, the Sellers shall sell and the Buyer shall buy, with
effect from Completion, the Sale Shares with full title guarantee, free from all Encumbrances
(whether known or unknown or discoverable or undiscoverable) and together with all rights that
attach (or may in the future attach) to them including, in particular, the right to receive
all dividends and distributions declared, made or paid on or after 22 October 2009.2.2
    
    Each of the Sellers severally waives any right of pre-emption or other restriction on
transfer in respect of the Sale Shares or any of them conferred on him under the articles of
association of the Company or otherwise and shall procure the irrevocable waiver of any such
right or restriction conferred on any other person who is not a party to this agreement.2.3
    
    The Buyer is not obliged to complete the purchase of any of the Sale Shares unless
the purchase of all the Sale Shares is completed simultaneously.3.
    
    Purchase Price3.1
    
    The Purchase Price for the Sale Shares is:
 (a)
    
    the Initial Consideration to be satisfied in accordance with clause 4.3(a)
(Completion) and clause 5 (Determination of Initial Consideration) and Schedule 7
(Completion Accounts); and(b)
    
    subject to clause 9 (Conditions for the Payment of the Purchase Price),
the Deferred Consideration, to be satisfied by the issue of Loan Notes by the Buyer
to Mathew Harrowing and by the payment of cash to Andrew Mitchell and Sajid Ghani:
 (i)
    
    as to the First Deferred Payment, on the first anniversary of the
Completion Date; and(ii)
    
    as to the Second Deferred Payment, on the second anniversary of
the Completion Date; and(iii)
    
    as to the Third Deferred Payment, on the third anniversary of the
Completion Date; and(iv)
    
    as to the Fourth Deferred Payment, on the fourth anniversary of
the Completion Date; and
 (c)
    
    subject to clause 9 (Conditions for the Payment of the Purchase Price),
the Earn-Out Consideration to be satisfied by the issue of Loan Notes by the Buyer
to the Sellers in accordance with Schedule 4 (Earn-Out).
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3.2
    
    The Purchase Price shall be due to the Sellers in the amounts or the proportions (as
the case may be) set out opposite the Sellers respective names in Schedule 1 (Particulars of
Sellers).3.3
    
    The procedure and other terms relating to the Earn-Out Consideration are set out in
Schedule 4 (Earn-Out).3.4
    
    The Purchase Price shall be reduced by the amount of any payment made to the Buyer:
 (a)
    
    for a breach of any Warranty; or(b)
    
    under clause 10 (Indemnities); or(c)
    
    under the Tax Covenant.
 3.5
    
    The Buyer undertakes to the Management Sellers that, except with the prior written
consent of Management Sellers (not be unreasonably withheld or delayed), the Buyer shall not,
during the period commencing on Completion and ending on the Earn-Out End Date (other than
disposals, sales or transfers to the Buyer or any subsidiary of the Buyer):
 (a)
    
    sell or transfer (or allow any subsidiary to sell or transfer) any
fixed asset for a consideration of, or having a book value or market value of, more
than £500,000 whether by way of a single transaction or a series of transactions;
or(b)
    
    sell or otherwise dispose of its entire assets or undertaking or any
substantial part thereof;(c)
    
    sell, transfer or otherwise dispose of the shares in the capital of the
Company or any interest therein while the Company is the beneficial owner of any
material assets of the Business.
 without first providing a bank guarantee (reasonably acceptable to the Management Sellers)
or a guarantee from the ultimate holding company of the Buyer for the whole amount of the
Deferred Consideration and potential Earn-Out Consideration, failing which the full amount
of any outstanding Deferred Consideration and any ascertained Earn-Out Consideration shall
become immediately due and payable.
 4.
    
    Completion4.1
    
    Completion shall take place on the Completion Date:
 (a)
    
    at the offices of the Buyers Solicitors; or(b)
    
    at any other place or time as agreed in writing by the Sellers and the
Buyer.
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4.2
    
    At Completion the Sellers shall:
 (a)
    
    deliver or cause to be delivered the documents and evidence set out in
Part 1 (What the Sellers shall deliver to the Buyer at Completion) of Schedule 3
(Completion); and(b)
    
    procure that a board meeting of the Company is held at which the matters
identified in Part 2 (Matters for the board meetings at Completion) of Schedule 3
(Completion) are carried out.
 4.3
    
    At Completion the Buyer shall:
 (a)
    
    pay $2,800,000 on account of the Initial Consideration together with
£57,010 on account of the amounts owed by the Company to Paradigm, Paradigm Sellers
or Management as at the Completion Date by CHAPS transfer to the Sellers
Solicitors (who are irrevocably authorised by the Sellers to receive the same and
such transfer shall be a complete discharge to the Buyer which shall not be obliged
to enquire as to the distribution of the same) and otherwise in accordance with
clause 3 (Purchase Price);(b)
    
    pay to HSBC the HSBC Amount;(c)
    
    deliver a certified copy of the resolution adopted by the board of
directors of the Buyer authorising the Transaction and the execution and delivery
by the officers specified in the resolution of this agreement, the Loan Note
Instrument and any other documents referred to in this agreement as being required
to be delivered by it; and(d)
    
    deliver the Loan Note Instrument duly executed together with duly executed
counterparts of the Service Agreements, Deed of Termination and Disclosure Letter.
 4.4
    
    As soon as possible, and not later than 5 Business Days after Completion, the Sellers
shall send to the Buyer (at the Buyers registered office for the time being) all records,
correspondence, documents, files, memoranda and other papers relating to the Company not
required to be delivered at Completion and which are not kept at the Property.5.
    
    Determination of Initial Consideration5.1
    
    The Initial Consideration shall be $2,800,000 provided that:
 (a)
    
    where the Completion Net Assets are positive, the Initial Consideration
shall be reduced by the amount, if any, by which the magnitude of the
Completion Net Debt exceeds the magnitude of the Completion Net Assets by a sum
greater than £100,000; and
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(b)
    
    where the Completion Net Assets are negative, the Initial Consideration
shall be reduced by the amount, if any, by which the absolute value of that
negative figure when aggregated with the Completion Net Debt exceeds £100,000.
 5.2
    
    Within 7 days, starting on the day after agreement or determination of the Completion
Accounts and the Initial Consideration in accordance with the provisions of Schedule 7
(Completion Accounts):
 (a)
    
    if:
 (i)
    
    the Initial Consideration exceeds the amount of the Completion
Payment then, subject to clause 8 (Rights of Set-Off), the Buyer shall pay
an amount equal to the excess, to the Sellers in the same proportions as
the respective payments to be made to each of the Sellers in respect of
the Initial Consideration set out opposite the Sellers respective names
in Schedule 1 (Particulars of Sellers); or(ii)
    
    the amount of the Completion Payment exceeds the amount of the
Initial Consideration the Sellers shall repay to the Buyer the amount of
the excess; and
 (b)
    
    the balance of any amounts owed as at the Completion Date from the Company
to Paradigm Sellers or Management will be paid (or set off in whole or in part
against any amount payable under paragraph (b) above).
 5.3
    
    Any payment or repayment to be made under clause 5.2 (Determination of Initial
Consideration) shall be made:
 (a)
    
    if to the Sellers, in the same manner as payments made under clause 4.3(a)
(Completion); and(b)
    
    if to the Buyer, by CHAPS transfer to an account notified by the Buyer to
the Sellers and if not paid in accordance with the provision of clause 5.2
(Determination of Initial Consideration) may be set-off by the Buyer against any
payments falling due to the Sellers under this agreement.
 6.
    
    Warranties6.1
    
    The Buyer is entering into this agreement on the basis of, and in reliance on, the
Warranties.6.2
    
    The Management Warrantors, warrant to the Buyer that each Warranty is true, accurate
and not misleading on the date of this agreement.6.3
    
    Subject to clause 6.5 (Warranties) but notwithstanding any other provision of this
agreement, the Paradigm Warrantors warrant to the Buyer that so far as the Paradigm
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Warrantors
are aware each Warranty is true, accurate and not misleading on the date of this agreement.
 6.4
    
    Without prejudice to the right of the Buyer to claim on any other basis or take
advantage of any other remedies available to it, if any Warranty is breached or is untrue or
misleading, the Warrantors liable for such breach shall pay to the Buyer in respect of a
Substantiated Claim:
 (a)
    
    the amount necessary to put the Buyer or the Company into the position it
would have been in if the Warranty had not been breached or had not been untrue or
misleading; and(b)
    
    all Losses incurred by the Buyer or the Company as a result of such breach
or of the Warranty being untrue or misleading (including a reasonable amount in
respect of management time).
 A payment made in accordance with the provisions of this clause 6.4 (Warranties) shall
include any amount necessary to ensure that, after any Taxation of the payment, the Buyer
is left with the same amount it would have had if the payment was not subject to Taxation,
except to the extent the payment was subject to such Taxation because the Buyer assigned
the benefit of this agreement to another party, directed that payment be made otherwise
than to the Buyer, or was not resident in the United Kingdom for Tax purposes.
 6.5
    
    Warranties qualified by the expression so far as the Warrantors are awareor any
similar expression:
 (a)
    
    in the case of the Management Warrantors, are deemed to include an
additional Warranty to the effect the Management Warrantors have made reasonable
enquiries of each other and of Andrew Lightfoot, Carol OBrien, Grant Watling and
Ian Kirkaldy into the subject matter of such Warranty;(b)
    
    in the case of the Paradigm Warrantors, means the actual awareness of the
Paradigm Warrantors having made reasonable enquiries of the Management Sellers into
the subject matter of such Warranty.
 6.6
    
    Each of the Warranties is separate and, unless otherwise specifically provided, is
not limited by reference to any other Warranty or any other provision in this agreement.6.7
    
    With the exception (and to the extent expressly provided herein) of the matters
Disclosed, no information of which the Buyer and/or its agents and/or advisers has knowledge
(actual, constructive or imputed) or which could have been discovered (whether by
investigation made by the Buyer or made on its behalf) shall prejudice or prevent any Claim or
reduce any amount recoverable thereunder.
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6.8
    
    The Warrantors agree that any information supplied by the Company or by or on behalf
of any of the employees, directors, agents or officers of the Company to the Warrantors or
their advisers in connection with the Warranties, the information Disclosed in the Disclosure
Letter or otherwise shall not constitute a warranty, representation or guarantee as to the
accuracy of such information in favour of the Warrantors, and the Warrantors hereby undertake
to the Buyer and to the Company and each Officer that they waive any and all claims which they
might otherwise have against any of them in respect of such claims.7.
    
    Liability and Limitations on Claims7.1
    
    The liability of the Warrantors for all Substantiated Claims and claims under the Tax
Covenant when taken together shall not exceed the Purchase Price previously paid or payable in
the future to the Sellers, provided that to the extent that such liability exceeds the amount
of the Purchase Price already paid to the Sellers at the date such liability is due to be
settled the excess shall only be recoverable when and to the extent that further amounts of
the Purchase Price subsequently fall due for payment.7.2
    
    No Warrantor shall be required to make payments for Substantiated Claims and claims
under the Tax Covenant in an amount in excess of the amount of the Purchase Price paid or due
to that Warrantor (or in the case of Michael McVicar due to Alison McVicar), provided that
where such liability exceeds the amount of the Purchase Price already paid to that Warrantor
(or in the case of Michael McVicar, by or to Alison McVicar) at the date such liability is due
to be settled the excess shall only be recoverable when and to the extent that further amounts
of the Purchase Price subsequently fall due for payment to that Warrantor.7.3
    
    The Warrantors shall not be liable for a Claim unless:
 (a)
    
    the amount of a Substantiated Claim, or of a series of connected
Substantiated Claims of which that Substantiated Claim is one, exceeds $3,000; and(b)
    
    the amount of all Substantiated Claims that are not excluded under clause
7.3(a) (Liability and Limitations on Claims) when taken together, exceeds $75,000
in which case the whole amount (and not just the amount by which the limit in this
clause 7.3(b) (Liability and Limitations on Claims) is exceeded) is recoverable by
the Buyer.
 7.4
    
    The Warrantors are not liable for a Claim to the extent that the liability or loss or
other matter (and the monetary consequences thereof) giving rise to the Claim was Disclosed
and the Warranties are deemed qualified to such extent.7.5
    
    The Warrantors are not liable for a Claim unless the Buyer has given the relevant
Warrantors notice in writing of the Claim, within the period of 30 months beginning
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with the Completion Date in respect of Claims other than Tax Claims and within the period
of 6 years beginning with the Completion Date in respect of Tax Claims.
 7.6
    
    The Buyer shall together with the notice given under clause 7.5 (Liability and
Limitations on Claims) send to the relevant Warrantors a summary of the nature of the Claim
and the then anticipated amount (which anticipated amount shall not be binding on the Buyer)
of the Claim or state in the notice the fact that the amount of the Claim is uncertain.7.7
    
    Nothing in this clause 7 (Liability and Limitations on Claims) applies to a Claim or
a claim under the Tax Covenant that arises or is delayed as a result of dishonesty, fraud,
wilful misconduct or wilful concealment by any Warrantor.7.8
    
    The Warrantors shall not plead the Limitation Act 1980 in respect of any claims made
under the Tax Warranties or Tax Covenant up to 6 years after the Completion Date.7.9
    
    Any Claim under the Warranties shall (if it has not been previously satisfied,
settled or withdrawn) be deemed to have been withdrawn, and all and any liability of the
Warrantors in respect of such Claim shall be extinguished, unless proceedings in respect of
such Claim have commenced within 12 months of such Claim being notified to the Warrantors.7.10
    
    The Warrantors liability in respect of any breach or non fulfilment of the
Warranties other than the Tax Warranties shall be extinguished or reduced if and to the extent
that:
 (a)
    
    specific provision or reserve for the matter giving rise to such breach or
non-fulfilment is made in the Completion Accounts; or(b)
    
    the Claim would not have arisen but for, or is increased as a result of,
an alteration or enactment (other than a re-enactment) of any statute, statutory
instrument or regulation or other legislative or regulatory act which was announced
or enacted or imposed or became effective on or after the Completion Date, whether
with or without retrospective effect, or(c)
    
    the Claim arises as a result of, or is increased by, any changes on or
after the Completion Date in UK GAAP or US GAAP; or(d)
    
    the Claim arises as a result of, or is increased by, any changes on or
after the Completion Date in the accounting policies or practices of the Company,
including, without limitation, the policies and practices in terms of which the
Company values its assets, makes provisions or recognises liabilities or the length
of any accounting period other than changes necessary because the relevant policy
or practice adopted prior to Completion was not in accordance with UK GAAP or any
UK law; or
 17




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(e)
    
    the Claim would not have arisen but for, or is increased as a result of,
any voluntary act, omission or transaction of the Buyer or the Company or any other
member of the Buyers Group on or after Completion other than any act, omission or
transaction:
 (i)
    
    in pursuance of any contractual obligation binding on the Company
at Completion; or(ii)
    
    in the ordinary and proper course of the Buyers Groups or
Companys business;
 (f)
    
    the loss in respect of which the Claim is made is reimbursed without any
right of relief, set off, subrogation or deduction of excess against the Company or
another member of the Buyers Group under a policy of third party insurance or any
other similar form of insurance, (not being any policy of insurance effected to
cover breaches of the Warranties) subject to the Warrantors reimbursing the Company
on demand for any increase in insurance premiums (not being an amount in excess of
any Warrantors liability set out in clause 7.2) payable as a direct result of
seeking reimbursement under such policy.
 7.11
    
    Where the Buyer or any member of the Buyers Group is or may be entitled to recover
from some other person any sum in respect of any matter or event which has given rise to a
Claim which the Warrantors shall have previously satisfied in full (including all related
costs and expenses), the person so entitled shall use reasonable commercial endeavours to
recover that sum (subject first to being indemnified to their reasonable satisfaction against
all costs and expenses (including (in respect of indemnification only) in the case of a claim
under any insurance policy as to any increase in premiums which may result) which it or they
may reasonably incur thereby) and the Buyer will account to the Seller for the lesser of:
 (a)
    
    the sum so received (net of any Taxation payable hereon and the proper and
reasonable costs of effecting the recovery); and(b)
    
    the sum paid by the relevant Warrantors in satisfaction of the Claim.
 7.12
    
    The Warrantors shall not be liable in respect of any claim for any alleged breach or
non-fulfilment of any of the Warranties or under the Tax Covenant to the extent that such
claim arises as a result of the Buyer assigning or purporting to assign any of its rights
under this agreement other than pursuant to clause 15.7.13
    
    If any Warrantor has paid any amount to the Buyer or a member of the Buyers Group
in full satisfaction of any Claim or claim under the Tax Covenant (including all related
proper and reasonable costs and expenses), and the Buyer or any member of the Buyers Group
receives any payment in respect of the same matter giving rise to the Claim or the claim under
the Tax Covenant from any third party (other than
 18




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any insurer), then the Buyer shall pay, or shall ensure that the relevant member of the
Buyers Group pays, to the relevant Warrantor(s) an amount equal to the lesser of:
 (i)
    
    the amount paid by the relevant Warrantor(s); and(ii)
    
    the amount of the payment from the third party net of any Tax payable hereon
and any costs incurred in obtaining such payment.
 7.14
    
    The Warrantors shall be under no liability in respect of any breach or non
fulfilment of the Warranties or under any claim under the Tax Covenant or the Indemnities if
and to the extent that the loss occasioned thereby or arising out of the same set of
circumstances has been recovered under any other provision of this agreement, including any of
the other Warranties, the Tax Covenant or the Indemnities.7.15
    
    For the avoidance of doubt, nothing in this agreement shall in any way restrict or
limit the general obligation at law of the Buyer and/or the Company to mitigate any loss or
damage which they may respectively suffer in consequence of any breach or non-fulfilment by
the Warrantors of the Warranties and the Buyer undertakes to take, and procure that the
Company and each other relevant member of the Buyers Group takes, reasonable steps to avoid
and/or mitigate their loss or damage and the Warrantors liability in consequence of any
matter giving to a claim under the Warranties.7.16
    
    A Claim may be made under the Warranties in respect of a contingent liability
provided that no liability under the Warranties shall arise in respect of such contingent
liability until such contingent liability becomes an actual liability and provided that such
Claim has been notified to the Warrantors in accordance with clause 7.5, the 12 month period
referred to in clause 7.9 shall be deemed to have commenced on the date on which the said
liability ceases to be contingent.7.17
    
    The Buyer hereby acknowledges and agrees that none of the Warrantors nor any person
on their behalf makes any representation or promise or gives any warranty, assurance or
undertaking to the Buyer or any member of the Buyers Group with respect to the matters
provided for in this agreement other than as expressly set out in this agreement. The Buyer
hereby further acknowledges and admits that it has not entered into this agreement (or any of
the documents referred to in it or executed at Completion) in reliance on any representation,
promise, warranty, assurance or undertaking, written or oral to or by whomsoever made other
than the Warranties and undertakings expressly contained in this agreement.The Buyer warrants to the Sellers and Michael McVicar that there are no facts (save as
disclosed in the Disclosure Letter) within the knowledge of the Buyer at the date of this
agreement in respect of which the Buyer has the current intention of making a claim under
this agreement or the Tax Covenant.
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7.18
    
    If a claim is made against the Company for which or as a result of which the
Warrantors may be liable under the Warranties the Buyer or the Company shall, within 21 days
after concluding that the claim is of that nature, give written notice thereof to the
Warrantors above and:
 (a)
    
    shall invite the Management Sellers Representative and/or Paradigm
Sellers Representative (as appropriate) to give their views and (in addition to
their duty to mitigate set out in clause 7.15) both the Buyer and the Company shall
give due consideration to any such views before making any admission of liability,
agreement, settlement or compromise in relation thereto; and(b)
    
    each of them shall invite the Management Sellers Representative and/or
the Paradigm Sellers Representative (as appropriate) from time to time, to give
their views as to action they may be contemplating to avoid, resist, appeal,
compromise, defend, mitigate or otherwise deal with the claim or the liability the
subject thereof and (in addition to their duty to mitigate set out in clause 7.15)
both the Buyer and the Company shall give due consideration to such views.
 7.19
    
    The Warrantors liability in respect of any breach or non-fulfilment of the Tax
Warranties shall be extinguished or reduced to the extent provided for in paragraph 4.1 of the
Tax Covenant.8.
    
    Rights of Set-off8.1
    
    If the Buyer has any bona fide claim of whatever nature under this agreement or any
document referred to in this agreement (a Bona Fide Claim) for which a Seller may be liable
which on any Payment Date has not been paid or satisfied in accordance with the terms of this
agreement then:
 (a)
    
    if the Bona Fide Claim is a Determined Claim then the Buyer shall be entitled
to:
 (i)
    
    in the case of cash payment, deduct from any such payment under
this agreement or due on redemption of Loan Notes issued to that Warrantor
on that Payment Date an amount equal to; and(ii)
    
    in the case of payments yet to be made to that Warrantor or by
the issue of Loan Notes, reduce the aggregate redemption value of the Loan
Notes to be issued to that Warrantor;
 in aggregate the amount (including costs forming that part of the Determined
Claim) due from such Warrantor in respect of such Determined Claim and the amount
of the deduction or reduction (as the case may be) will pro tanto satisfy the
liability concerned;
 (b)
    
    if the Bona Fide Claim is not a Determined Claim:
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(i)
    
    the Buyer shall be entitled to withhold an amount (the Withheld
Amount) from any cash payment due on that Payment Date to that Warrantor
under this agreement or due on redemption of Loan Notes originally issued
to that Warrantor until such time as the Bona Fide Claim is or becomes a
Determined Claim, provided that the Buyer shall notify the Warrantor or,
if different, the holder of the relevant Loan Notes in writing its
estimate of the amount of such Withheld Amount accompanied by the written
opinion of Counsel of not less than 7 years call to the effect that it
has at least a 50% chance of succeeding with such claim to at least the
extent of the Withheld Amount; and(ii)
    
    the Withheld Amount shall be the alleged amount of the Bona Fide
Claim less the redemption value of any Loan Notes in issue on the Payment
Date which are not due to be redeemed on such Payment Date being Loan
Notes originally issued to that Warrantor;
 (c)
    
    when any Bona Fide Claim in respect of which there exists a Withheld Amount
becomes a Determined Claim, then an amount equal to the liability of the relevant
Warrantor (including any liability in respect of costs) shall be deemed to be set-off
against and to satisfy pro tanto the original payment in respect of which it was
withheld and the balance (if any) of the withheld amount shall be paid (with interest
on that sum at the rate actually earned on deposit for the period beginning with the
date on which the part of the Purchase Price would have otherwise been due and ending
with the date the sum is paid (and the period shall continue after as well as before
judgement)) within 20 Business Days provided that no other Bona Fide Claim shall then
be outstanding.
 8.2
    
    For the avoidance of doubt:
 (a)
    
    nothing contained in this clause 8 (Rights of Set-Off) shall prejudice or
limit the right of the Buyer to make any claim in respect of any breach of the
Warranties or the Indemnities or otherwise under the provisions of this agreement;
and(b)
    
    the par value of the notes will not be reduced by any withholding or
set-off made pursuant to this clause 8 (Rights of Set-Off). Any such withholding
or set-off will apply to the proceeds arising from redemption and only the balance
remaining after such withholding or set-off shall be paid to the relevant
Noteholder.
 8.3
    
    The provisions of this clause 8 (Rights of Set-Off) shall apply notwithstanding any
provisions to the contrary in the Loan Note Instrument.
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9.
    
    conditions for payment of the purchase price9.1
    
    The conditions of this clause 9 shall apply to the payment of any Deferred
Consideration and/or Earn-Out Consideration.9.2
    
    If, as at a Payment Date:
 (a)
    
    a Management Seller is no longer employed by the Company or the Buyer or a
member of the Buyers Group as a result of dismissal (or the relevant employer has
given notice to terminate the relevant employment) and the Management Seller has
been guilty of gross misconduct, being conduct so serious as to justify summary
dismissal because the Management Sellers conduct materially compromised (or, in
the reasonable opinion of the Buyer, if it were known by the relevant persons and
if that Management Seller were to remain an employee of that company would be
likely to materially compromise) the employing companys standing (or that of any
other member of the Buyers Group) within the business community and/or the
Management Sellers standing within the employing company or any other member of
the Buyers Group; or(b)
    
    a Management Seller has resigned or given notice to resign from his
employment by the Company or the Buyer or a member of the Buyers Group (other
than in circumstances amounting to constructive dismissal where the Management
Seller is not guilty of the conduct set out in paragraph (a), above); or(c)
    
    a Management Seller has committed a material breach of the restrictions
placed on him under clause 11 (Restrictions on Sellers); or(d)
    
    in Sajid Ghanis case, he fails after 6 months from the Completion Date to
habitually use during the business week a place of residence within 50 miles of
Central London (or as may otherwise be agreed from time to time in writing between
Sajid Ghani and the Buyer); or(e)
    
    in Mathew Harrowings case, he fails to relocate to Atlanta, Georgia as
and when the Buyer may reasonably require (allowing reasonable time for appropriate
arrangements to be made), where:
 (i)
    
    it is possible for him to obtain permission from US immigration
authorities to lawfully do so; and(ii)
    
    a member of the Buyers Group has offered to employ him under a
contract on terms no less favourable than his employment contract with the
Buyer and on terms comparable to those applicable to employees of the
Buyers Group of a comparable position,
 such Management Seller shall have no right to payment of any of the Deferred Consideration
or of Earn-Out Consideration due for payment on such Payment Date or any future Payment
Date.
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9.3
    
    Where a Management Seller is not entitled to payment of any part of the Deferred
Consideration or the Earn-Out Consideration as a result of the operation of clause 9.2
(Conditions for the Payment of the Purchase Price) no other Seller shall be entitled to
payment of that part of such Deferred Consideration or Earn-Out Consideration to which such
Management Seller would have been entitled had the provisions of such clause not applied and
the Purchase Price shall be reduced pro tanto.10.
    
    Indemnities10.1
    
    The Management Warrantors and, in respect of the Indemnities in clauses 10.1 (e),
(f) and (g) only, the Paradigm Warrantors, undertake to indemnify, and to keep indemnified,
the Buyer from time to time against all Losses which may be suffered or incurred by the Buyer,
the Company or any member of the Buyers Group and which arise in connection with the
following matters:
 (a)
    
    any claim made by any third party that the Company Intellectual Property
Rights or the use of the IT System in the way it is currently used infringe any
Intellectual Property Rights of any third party;(b)
    
    any failure by the Company on or before Completion to obtain from any
employees or contractors who are or have been involved in or have contributed to
the development of any software or other intellectual property developed for the
use of or otherwise at the request of the Company an effective absolute legal and
equitable assignment to the Company of the Intellectual Property Rights relating to
such software and intellectual property and to any materials produced in relation
to such software and intellectual property;(c)
    
    any claim (whether contractual or statutory) arising out of the
termination of the employment:
 (i)
    
    by the Company of any of the Warrantors at or as a consequence of
Completion; or(ii)
    
    by the Buyer as a consequence of Mathew Harrowing relocating to
the USA, being a claim for redundancy or unfair dismissal only due to the
termination of his UK contract of employment where he has been offered
employment by another Buyer Group company on terms no less favourable than
his employment contract with the Buyer and on terms comparable to those
applicable to employees of the Buyers Group of a comparable
position);
 (d)
    
    the use or holding for use or future exploitation by the Company of any
Company Intellectual Property Rights in respect of which the Company requires but
has not obtained prior to the date of this agreement any licence, permission,
consent or other agreement from any third party;(e)
    
    any claim made by IBM against the Company for fees paid to the Company by
IBM for recovery audit work in respect of DVLA undertaken by the
 23




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Company as a subcontractor for IBM relating to the accuracy of a tax recovery
item referred to in the Disclosure Letter;
 (f)
    
    any claim by employees arising from any failure prior to Completion by the
Company to provide pension and health benefits in accordance with agreements made
with them;(g)
    
    any claim within 12 months of the Completion Date for breach of the
repairing covenants or for dilapidations under the Lease in so far as claims relate
to the period prior to Completion and the value of which exceeds £10,000.
 10.2
    
    For the avoidance of doubt, the indemnities set out in this clause 10 (Indemnities)
shall not be subject to the provisions of clause 7 (Liability and Limitations on Claims) and
shall not be qualified by anything contained or referred to in the Disclosure Letter or the
Disclosure Bundle. The only limitations applicable to the indemnities set out in clause 10.1
(Indemnities) shall be those set out in clause 10.3 to 10.9 (Indemnities) (inclusive).10.3
    
    The liability of the Management Warrantors for all claims under clause 10.1
(Indemnities) taken together shall not exceed in aggregate the Purchase Price previously paid
or payable in the future to the Management Warrantors, provided that to the extent that such
liability exceeds the amount of the Purchase Price already paid to the Management Warrantors
at the date such liability is due to be settled the excess shall only be recoverable when and
to the extent that further amounts of the Purchase Price subsequently fall due for payment.10.4
    
    No Management Warrantor shall be required to make payments for a claim under clause
10.1 (Indemnities) in an amount in excess of the amount of the Purchase Price paid or due to
that Management Warrantor, provided that where such liability exceeds the amount of the
Purchase Price already paid to that Management Warrantor at the date such liability is due to
be settled the excess shall only be recoverable when and to the extent that further amounts of
the Purchase Price subsequently fall due for payment to that Management Warrantor.10.5
    
    The Warrantors are not liable for a claim under clause 10.1 (Indemnities) unless the
Buyer has given the relevant Warrantors notice in writing of that claim, within the period of
30 months beginning with the Completion Date.10.6
    
    The Warrantors shall not be liable in respect of any claim under this clause 10
(Indemnities) to the extent that such claim arises as a result of the Buyer assigning or
purporting to assign any of its rights under this agreement other than pursuant to clause 15
(Assignment).
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10.7
    
    If any Warrantor has paid any amount to the Buyer or a member of the Buyers Group
in full satisfaction of any claim under the Indemnities (including all related proper and
reasonable costs and expenses), and the Buyer or any member of the Buyers Group receives any
payment in respect of the same matter giving rise to the claim from any third party (other
than any insurer), then the Buyer shall pay, or shall ensure that the relevant member of the
Buyers Group pays, to the relevant Warrantor(s) an amount equal to the lesser of:
 (a)
    
    the amount paid by the relevant Warrantor(s); and(b)
    
    the amount of the payment from the third party net of any Tax payable
hereon and any costs incurred in obtaining such payment.
 10.8
    
    A Claim may be made under the Indemnities in respect of a contingent liability
provided that no liability under the Indemnities shall arise in respect of such contingent
liability until such contingent liability becomes an actual liability and provided that such
claim has been notified to the Warrantors in accordance with clause 10.5 (Indemnities).10.9
    
    Notwithstanding any other provision of this agreement, the Warrantors shall be under
no liability in respect of any breach or non fulfilment of the Warranties or under any claim
under the Tax Covenant or the Indemnities if and to the extent that the loss occasioned
thereby or arising out of the same set of circumstances has been recovered under any other
provision of this agreement, including any of the other Warranties, the Tax Covenant or the
Indemnities.10.10
    
    Any payment made in respect of a claim under this clause 10.1 (Indemnities) shall
include:
 (a)
    
    an amount in respect of all costs and expenses properly and reasonably
incurred by the Buyer in relation to the bringing of the claim; and(b)
    
    any amount necessary to ensure that, after any Taxation of the payment,
the payee is left with the same amount it would have had if the payment was not
subject to Taxation, unless the payment was subject to Taxation because the Buyer
assigned the benefit of this agreement to another party, directed that payment be
made otherwise than to the Buyer or was not resident in the United Kingdom for Tax
purposes.
 11.
    
    Restrictions on Sellers and Michael McVicar11.1
    
    Each of the Sellers and Michael McVicar severally covenants with the Buyer that such
person shall not:
 (a)
    
    at any time during the Relevant Period and within the Relevant Territory,
carry on or be employed, engaged or interested in any business which would be in
competition with any part of the Business; or
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(b)
    
    at any time during the Relevant Period, canvass, solicit or otherwise seek
the custom of any person who is at the Completion Date, or who has been at any time
during the period of 12 months immediately preceding that date, a client or
customer of the Company; or(c)
    
    at any time during the Relevant Period:
 (i)
    
    offer employment to, enter into a contract for the services of, or
attempt to entice away from the Company or any member of the Buyers Group,
any individual who was at the Completion Date, employed or directly or
indirectly engaged in an executive or managerial position with the Company
and who is at the time of the offer or attempt employed or directly or
indirectly engaged in an executive or managerial position with the Company
or any other member of the Buyers Group; or(ii)
    
    procure or facilitate the making of any such offer or attempt by
any other person; or
 (d)
    
    at any time during the Relevant Period use (in connection with a business
other than a business of any member of the Buyers Group):
 (i)
    
    the word Etesius; or(ii)
    
    any trade or service mark, business or domain name, design or logo
which, at Completion, was or had been used by the Company (including without
limitation the name SpendGuardian); or(iii)
    
    anything which is, in the reasonable opinion of the Buyer,
capable of confusion with such words, mark, name, design or logo; or
 (e)
    
    at any time the Relevant Period, solicit or entice away from the Company
any supplier to the Company who had supplied goods and/or services to the Company
at any time during the 12 months immediately preceding the Completion Date, if that
solicitation or enticement causes or would cause such supplier to cease supplying,
or materially reduce its supply of, those goods and/or services to the Company.
 11.2
    
    The Relevant Period for the purposes of this clause 11 (Restrictions on Sellers
and Michael McVicar) means:
 (a)
    
    in the case of any action by any Management Seller, a period commencing on
Completion and ending on the later of:
 (i)
    
    2 years after the date on which the relevant Management Seller
ceases to be in the Buyers or a member of the Buyers Groups employment;
or(ii)
    
    18 months after the date on which the relevant Management Seller
last receives confidential information of the Buyer provided for the
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purpose of determining any payment of Earn-Out Consideration; and
 (b)
    
    in the case of any action of any Paradigm Sellers, the period commencing
on Completion and ending 2 years following the Completion Date.
 11.3
    
    The Relevant Territories for the purposes of this clause 11 (Restrictions on
Sellers and Michael McVicar) means the State of Georgia in the United States, the United
States, United Kingdom, the European Economic Area and the European Union.11.4
    
    The covenants in this clause 11 (Restrictions on Sellers and Michael McVicar) are
intended for the benefit of the Buyer, the Company and the Buyers Group and apply to actions
carried out by the Sellers in any capacity and whether directly or indirectly, on the Sellers
own behalf, on behalf of any other person or jointly with any other person.11.5
    
    Nothing in this clause 11 (Restrictions on Sellers and Michael McVicar) prevents the
Sellers or any of them from holding for investment purposes only:
 (a)
    
    any units of any authorised unit trust; or(b)
    
    not more than 3% of any class of shares or securities of any company
traded on a recognised investment exchange.
 11.6
    
    Each of the covenants in this clause 11 (Restrictions on Sellers and Michael
McVicar) is a separate undertaking by each Seller in relation to himself and his interests and
shall be enforceable by the Buyer separately and independently of its right to enforce any one
or more of the other covenants contained in this clause 11 (Restrictions on Sellers and
Michael McVicar). Each of the covenants in this clause 11 (Restrictions on Sellers and
Michael McVicar) is considered fair and reasonable by the parties, but if any restriction is
found to be unenforceable, but would be valid if any part of it were deleted or the period or
area of application reduced, the restriction shall apply with such modifications as may be
necessary to make it valid and enforceable.11.7
    
    The consideration for the undertakings contained in this clause 11 (Restrictions on
Sellers and Michael McVicar) is included in the Purchase Price.12.
    
    Tax CovenantThe Provisions of Schedule 6 (Tax Covenant) apply in this agreement.
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13.
    
    Confidentiality and Announcements13.1
    
    Each of the Warrantors severally undertakes to the Buyer to keep confidential the
terms of this agreement and all information which they have acquired about the
Company and the Buyers Group on or prior to the date of this agreement or subsequently
acquire as a consequence of the provisions relating to the Earn-Out Consideration, and to
use the information only for the purposes contemplated by this agreement.13.2
    
    The Buyer undertakes to each of the Warrantors to keep confidential the terms of
this agreement and all information that it has acquired about that Warrantor and to use the
information only for the purposes contemplated by this agreement.13.3
    
    Subject to clause 13.2, the Buyer does not have to keep confidential or restrict its
use of information about the Company after Completion.13.4
    
    A party does not have to keep confidential or to restrict its use of:
 (a)
    
    information that is or becomes public knowledge other than as a direct or
indirect result of a breach of this agreement; or(b)
    
    information that it receives from a source not connected with the party to
whom the duty of confidence is owed that it acquires free from any obligation of
confidence to any other person.
 13.5
    
    Any party may disclose any information that it is otherwise required to keep
confidential under this clause 13 (Confidentiality and Announcements):
 (a)
    
    to such professional advisers, consultants and employees or officers of
its Group as are reasonably necessary to advise on this agreement, or to facilitate
the Transaction, if the disclosing party procures that the people to whom the
information is disclosed keep it confidential as if they were that party; or(b)
    
    with the written consent of all the other parties; or(c)
    
    to the extent it is information contained in an announcement in agreed
form;(d)
    
    to the extent that the disclosure is required:
 (i)
    
    by law; or(ii)
    
    by a regulatory body, Taxation Authority or securities exchange;
or(iii)
    
    to make any filing with, or obtain any authorisation from, a
regulatory body, Taxation Authority or securities exchange; or(iv)
    
    under any arrangements in place under which negotiations relating
to terms and conditions of employment are conducted; or(v)
    
    to protect the disclosing partys interest in any legal
proceedings,
 28




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but the Warrantors and (in the case of sub-paragraphs (d) (iv) and (v) only) the Buyer
shall use reasonable endeavours to consult the Buyer or the Paradigm Sellers
Representative (as the case may be) and to take into account any reasonable requests it may
have in relation to the disclosure before making it.13.6
    
    Each party shall supply any other party with any information about itself, its Group
or this agreement as such other party may reasonably require for the purposes of satisfying
the requirements of a law, regulatory body or securities exchange to which such other party is
subject.14.
    
    Further AssuranceThe Warrantors shall (at their expense) promptly execute and deliver all such documents,
and do all such things, as the Buyer may from time to time reasonably require for the
purpose of giving full effect to the transfer of the Sale Shares.15.
    
    Assignment15.1
    
    Except as provided otherwise in this agreement, no party may assign, or grant any
Encumbrance or security interest over, any of its rights under this agreement or any document
referred to in it.15.2
    
    Each party that has rights under this agreement is acting on its own behalf.15.3
    
    The Buyer may assign its rights under this agreement (or any document referred to in
this agreement) but not its obligations to a member of its Group.15.4
    
    If there is an assignment:
 (a)
    
    the Warrantors may discharge their obligations under this agreement to the
assignor until they receive notice of the assignment; and(b)
    
    the assignee may enforce this agreement as if it were a party to it, but
the Buyer shall remain liable for any obligations under this agreement.
 16.
    
    Whole Agreement16.1
    
    This agreement, and any documents referred to in it, constitute the whole agreement
between the parties and supersede any arrangements, understanding or previous agreement
between them relating to the subject matter they cover. In particular, the Buyer acknowledges
that none of the Warrantors nor Alison McVicar makes any representation or promise or gives
any warranty, assurance or undertaking to the Buyer or any member of the Buyers Group other
than as expressly set out in this agreement.
 29




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##### 



16.2
    
    Nothing in this clause 16 (Whole Agreement) operates to limit or exclude any
liability for fraud.17.
    
    Variation and Waiver17.1
    
    Any variation of this agreement shall be in writing and signed by or on behalf of
the parties.17.2
    
    Any waiver of any right under this agreement is only effective if it is in writing
and it applies only to the party to whom the waiver is addressed and to the circumstances for
which it is given and shall not prevent the party who has given the waiver from subsequently
relying on the provision it has waived.17.3
    
    A party that waives a right in relation to one party, or takes or fails to take any
action against that party, does not affect its rights in relation to any other party.17.4
    
    No failure to exercise or delay in exercising any right or remedy provided under
this agreement or by law constitutes a waiver of such right or remedy or shall prevent any
future exercise in whole or in part thereof.17.5
    
    No single or partial exercise of any right or remedy under this agreement shall
preclude or restrict the further exercise of any such right or remedy.17.6
    
    Unless specifically provided otherwise, rights arising under this agreement are
cumulative and do not exclude rights provided by law.18.
    
    CostsUnless otherwise provided, all costs in connection with the negotiation, preparation,
execution and performance of this agreement, and any documents referred to in it, shall be
borne by the party that incurred the costs.19.
    
    Notice19.1
    
    A notice given under this agreement:
 (a)
    
    shall be in writing in the English language (or be accompanied by a
properly prepared translation into English);(b)
    
    shall be sent for the attention of the person, and to the address or fax
number, specified in this clause 19 (Notice) (or such other address, fax number or
person as each party may notify to the others in accordance with the provisions of
this clause 19 (Notice)); and
 30




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(c)
    
    shall be:
 (i)
    
    delivered personally; or(ii)
    
    sent by fax; or(iii)
    
    sent by pre-paid first-class post or recorded delivery; or(iv)
    
    (if the notice is to be served by post outside the country from
which it is sent) sent by airmail.
 19.2
    
    Any notice to be given to or by all of the Management Sellers under this agreement
is deemed to have been properly given if it is given to or by the Management Sellers
representative (Management Sellers Representative) named in clause 19.4(a) (Notice). Any
notice required to be given to or by some only of the Management Sellers shall be given to or
by the Management Sellers concerned (and in the case of a notice to the Management Sellers) at
their address as set out in Schedule 1 (Particulars of Sellers).19.3
    
    Any notice to be given to or by all of the Paradigm Sellers and Michael McVicar
under this agreement is deemed to have been properly given if it is given to or by the
Paradigm Sellers representative (Paradigm Sellers Representative) named in clause 19.4(b)
(Notice). Any notice required to be given to or by some only of the Paradigm Sellers shall be
given to or by the Paradigm Sellers concerned (and in the case of a notice to the Paradigm
Sellers) at their address as set out in Schedule 1 (Particulars of Sellers).19.4
    
    The addresses for service of notice are:
 (a)
    
    the Management Sellers Representative
 (i)
    
    name: Sajid Ghani(ii)
    
    address: 3 Penylan Oval, Cyncoed, Cardiff, Wales CF23 6AU(iii)
    
    copy to: Alastair Wyper, Maclay Murray & Spens LLP(iv)
    
    address: 66 Queens Road, Aberdeen AB15 4YE(v)
    
    fax number: 01224 356 131
 (b)
    
    the Paradigm Sellers Representative
 (i)
    
    name: Michael McVicar(ii)
    
    address: Oaklands High Street, Whixley, York YO26 8AW(iii)
    
    fax number: 0871 431 0462(iv)
    
    copy to: Alastair Wyper, Maclay Murray & Spens LLP(v)
    
    address: 66 Queens Road, Aberdeen AB15 4YE(vi)
    
    fax number: 01224 356 131
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(c)
    
    the Buyer: PRGX UK Ltd
 (i)
    
    address: First Floor, 731 Capability Green, Luton, Bedfordshire LU1
3LU(ii)
    
    for the attention of Joseph Kelly with a copy to Victor A. Allums
at PRGX Global, Inc., 600 Galleria Parkway, Suite 100, Atlanta, Georgia
30339, USA.
 19.5
    
    A notice is deemed to have been received:
 (a)
    
    if delivered personally, at the time of delivery; or(b)
    
    in the case of fax, at the time of transmission; or(c)
    
    in the case of pre-paid first class post or recorded delivery 2 days from
the date of posting; or(d)
    
    in the case of airmail, 5 days from the date of posting; or(e)
    
    if deemed receipt under the previous paragraphs of this clause 19.5
(Notice) is not within business hours (meaning 9.00 am to 5.30 pm Monday to Friday
on a day that is not a public holiday in the place of receipt), when business next
starts in the place of receipt.
 19.6
    
    To prove service, it is sufficient to prove that the notice was transmitted by fax
to the fax number of the party or, in the case of post, that the envelope containing the
notice was properly addressed and posted.20.
    
    Interest on Late Payment20.1
    
    Where a sum is required to be paid under this agreement (other than under the Tax
Covenant) but is not paid before or on the date the parties agreed, the party due to pay the
sum shall also pay an amount equal to interest on that sum for the period beginning with that
date and ending with the date the sum is paid (and the period shall continue after as well as
before judgment).20.2
    
    The rate of interest shall be 12% per annum above the base lending rate for the time
being of The Royal Bank of Scotland plc. Interest shall accrue on a daily basis and be
compounded quarterly.20.3
    
    This clause 20 (Interest on Late Payment) is without prejudice to any claim for
interest under the law.
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21.
    
    Severance21.1
    
    If any provision of this agreement (or part of a provision) is found by any court or
administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the
other provisions shall remain in force.21.2
    
    If any invalid, unenforceable or illegal provision would be valid, enforceable or
legal if some part of it were deleted, the provision shall apply with whatever modification is
necessary to give effect to the commercial intention of the parties.22.
    
    Agreement Survives CompletionThis agreement (other than obligations that have already been fully performed) remains in
full force after Completion and no party shall be entitled to terminate or rescind this
agreement following Completion.23.
    
    Third Party Rights23.1
    
    This agreement and the documents referred to in it are made for the benefit of the
parties and their successors and permitted assigns and are not intended to benefit, or be
enforceable by, anyone else save to the extent specifically provided for in this agreement.23.2
    
    Each of the parties represents to the others that their respective rights to agree
any amendment, variation, waiver or settlement under this agreement are not subject to the
consent of any person that is not a party to this agreement.24.
    
    SuccessorsThe rights and obligations of the Sellers and the Buyer under this agreement shall continue
for the benefit of, and shall be binding on, their respective successors and assigns.25.
    
    CounterpartsThis agreement may be executed in any number of counterparts, each of which is an original
and which together have the same effect as if each party had signed the same document.26.
    
    LanguageIf this agreement is translated into any language other than English, the English language
text shall prevail.
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27.
    
    Governing Law and Jurisdiction27.1
    
    This agreement and any disputes or claims arising out of or in connection with its
subject matter or formation (including non-contractual disputes or claims) are governed by and
construed in accordance with the law of England.27.2
    
    The parties irrevocably agree that the courts of England have exclusive jurisdiction
to settle any dispute or claim that arises out of or in connection with this agreement or its
subject matter or formation (including non-contractual disputes and claims).
  34




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Signed by SAJID GHANI
   

/s/ Sajid GhaniSigned by CLIFFORD HERBERTSON
    

/s/ Michael McVicar, as AttorneySigned by MATHEW HARROWING
    

/s/ Sajid Ghani, as AttorneySigned by ALISON MCVICAR
    

/s/ Michael McVicar, as AttorneySigned by MICHAEL MCVICAR
    

/s/ Michael McVicarSigned by ANDREW MITCHELL
    

/s/ Andrew MitchellSigned by JOSEPH KELLYthe dulyauthorised attorney of PRGX UK LTD
    

/s/ Joseph Kelly
 35