Exhibit 4.4
**SHARE PURCHASE AGREEMENT**
**BY AND AMONG**
**The Holders of Shares and Stock Options of Setec Oy,**
**Gemplus Nordic Oy, under formation,**
**AND**
**Gemplus International S.A.**
**Concerning the shares and stock options of**
**SETEC OY**
**April 22, 2005**
 

 

INDEX       **1** **PARTIES**  **7** **1.1** **Sellers**  **7** **1.2** **Purchaser**  **8** **1.3** **Gemplus International S.A.**  **8** **2** **PREAMBLE**  **8** **3** **DEFINITIONS**  **8** **4** **PURCHASE AND SALE**  **11** **4.1** **Object of the Transaction**  **11** **5** **PURCHASE PRICE**  **11** **5.1** **Base Purchase Price**  **11** 5.1.1 Amount of the Base Purchase Price  12 5.1.2 Payment of the Cash Component of the Purchase Price  12 5.1.3 Delivery of Equity Component of the Base Purchase Price  12 **5.2** **Additional Purchase Price**  **12** 5.2.1 Amount of the Additional Purchase Price  12 5.2.2 Payment of the Additional Purchase Price  15 5.2.3 Escrow Agreement  16 **6** **TRANSFER OF TITLE**  **16** **6.1** **Transfer of Title to Shares and Stock Options**  **16** **6.2** **Transfer of Title to the GISA Stock**  **16** **7** **PRE-CLOSING COVENANTS**  **16** **7.1** **Consents and Approvals**  **16** **7.2** **Operation of the Group Companies**  **17** **7.3** **No Inconsistent Negotiations**  **17** **8** **CLOSING**  **17** **8.1** **Closing**  **17** **8.2** **Conditions Precedent to Obligation of the Parties to Proceed with Closing**  **17** **8.3** **Deliveries by Purchaser and GISA**  **18** **8.4** **Deliveries by Sellers**  **18** **9** **DUE DILIGENCE**  **18** **10** **REPRESENTATIONS AND WARRANTIES OF SELLERS**  **19** **10.1** **Power and Authorization**  **19** **10.2** **Shares and Shareholding**  **19** **10.3** **Organization**  **19** **10.4** **Corporate Documents**  **20** **10.5** **Accounts; Dividends; No Indebtedness**  **20** **10.6** **Bankruptcy, Execution or Reorganization**  **20** **10.7** **Title to Properties; Encumbrances**  **20** **10.8** **Assets; Working Order and Condition**  **20** **10.9** **Material Agreements**  **21** **10.10** **Labor Relations; Employment Agreements; Pension and Benefits**  **21** **10.11** **Land, Buildings and other Premises**  **22** **10.12** **Environmental, Health and Safety Matters**  **22** **10.13** **Insurance**  **22** **10.14** **Intellectual Property Rights**  **22** **10.15** **Litigation and other disputes**  **22** 
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       **10.16** **Taxation**  **22** **10.17** **Ordinary Course of Business; Absence of Material Adverse Change**  **23** **10.18** **Compliance with law; Absence of Violations**  **23** **10.19** **Qualifications of Representations and Warranties**  **23** **10.20** **No Implied Representations or Warranties**  **23** **10.21** **Transactions with Related Parties**  **23** **10.22** **No Side Agreements with Company Management**  **23** **10.23** **Restrictions and Consents**  **24** **10.24** **Compliance with Law**  **24** **10.25** **No Authority Approvals**  **24** **10.26** **Setec Danmark A/S**  **24** **10.27** **No Brokers**  **24** **11** **REPRESENTATIONS AND WARRANTIES OF PURCHASER AND GISA**  **24** **11.1** **Capacity and Organization**  **24** **11.2** **Validity of this Agreement**  **24** **11.3** **Financing**  **25** **11.4** **GISA Stock**  **25** **11.5** **Compliance with Law**  **25** **11.6** **No Authority Approvals**  **25** **11.7** **No Brokers**  **25** **11.8** **Proper Disclosure**  **25** **12** **INDEMNITY**  **25** **12.1** **Indemnification by Sellers**  **25** **12.2** **Indemnification by Purchaser and GISA**  **26** **12.3** **Limitation of Liability for Sellers, Purchaser and GISA**  **26** **12.4** **Third Party Claims**  **27** **13** **ADDITIONAL UNDERTAKINGS**  **28** **13.1** **Confidentiality**  **28** **13.2** **Sellers’ and GISA Representative**  **28** **13.3** **Transfer Tax**  **29** **13.4** **Expenses**  **29** **13.5** **Release from Liability of the Directors of the Company**  **29** **13.6** **Company Management Incentive Program**  **29** **13.7** **No Side Agreements with Company Management**  **29** **13.8** **Restriction on Sale of GISA Stock**  **29** **13.9** **Block Sales of GISA Stock by Institutional Sellers**  **30** **13.10** **Liability of GISA on the Obligations of the Purchaser**  **30** **14** **TERMINATION**  **30** **14.1** **Termination**  **30** **14.2** **Effect of Termination**  **30** **15** **MISCELLANEOUS**  **31** **15.1** **Additional Actions and Documents**  **31** **15.2** **Notices**  **31** **15.3** **Non-Assignment**  **33** **15.4** **Headings**  **33** **15.5** **No Waiver**  **33** **15.6** **Severable Provisions**  **34** **15.7** **Reference to Statutory Provisions**  **34** **15.8** **Entire Agreement**  **34** **15.9** **Amendments**  **34** **15.10** **Governing Law**  **34** **15.11** **Settlement of Disputes**  **34** 
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**LIST OF SCHEDULES**   **Schedule 1.13** Certain Private Persons among Sellers   **Schedule 3.2** Accounting Principles   **Schedule 3.23** GISA’s Knowledge   **Schedule 3.384** Sellers’ Knowledge   **Schedule.3.41** Stock Options   **Schedule 4.1** Sellers’ Shares and Stock Options   **Schedule 5.1.3A** Base Purchase Price   **Schedule 5.1.3 B** Sellers Bank Account   **Schedule 5.2.1 A.** Order Backlog   **Schedule 5.2.1 B** Effective Date Order Backlog   **Schedule 5.2.1 C** Material Sales Agreements   **Schedule 7.1.A** Application to German Federal Cartel Office   **Schedule 7.1.B** Application to Norwegian Competition Authority   **Schedule 9 A** Disclosure Materials   **Schedule 9 B** Sellers’ Disclosure Letter   **Schedule 10.4A** Articles of Association and Trade Register information of the Group Companies   **Schedule 10.4B** Share and Shareholder Registers of the Group Companies   **Schedule 10.5 A** The Accounts of the Group Companies for the financial periods ending on December 31, 2003 and December 31,2004   **Schedule 10.5 B** List of mortgages, guarantees and financial agreements   **Schedule 10.9** Material Agreements   **Schedule 10.10A** Key Employment Agreements   **Schedule 10.10 B** Pension and Benefit Arrangements   **Schedule 10.11** Land, Buildings and other Premises   **Schedule 10.14** Intellectual Property Rights   **Schedule 10.26** Letter from Poul Kjaerboll
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   **Schedule 13.7** Agreement between the Institutional Sellers and certain members of the management of the Company
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**LIST OF EXHIBITS**   **Exhibit 5.2.3** Form of Escrow Agreement   **Exhibit 13.6** Form of Company Management Incentive Plan
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**SHARE PURCHASE AGREEMENT**
**1** **PARTIES**
 **1.1** **Sellers**
 1.1.1 Capman Equity VII A L.P. PO BOX 86, Hambro House, St Julian`sAvenues, St Peter Port GY 13EA, Guernsey Channel Islands; and  1.1.2 Capman Equity VII C L.P. PO BOX 86, Hambro House, St Julian`sAvenues, St Peter Port GY 13EA, Guernsey Channel Islands; and  1.1.3 Capman Equity Sweden KB, Grev Turegatan 30, PO BOX 5745, 11487,Stockholm, Sweden; and  1.1.4 Swedestart Tech KB, P.O.BOX 5745, SE-11487, Stockholm, Sweden;and  1.1.5 Maneq Fund 2004 Ky, Korkeavuorenkatu 32, 00130 Helsinki,Finland; and  1.1.6 Maneq 2004 AB, Grev Turegatan 30, PO BOX 5745, SE-11487,Stockholm; Sweden, and  1.1.7 Oy Knowledge Connection Ab, c/o Timo Tiihonen, Merikatu 29 B 7,00150 Helsinki, Finland; and  1.1.8 Yewtree Fund Investments, Private Limited, c/o Temasek Holding60B, Orchard Road, # 06-18 Tower 2, Singapore 238891, Singapore; and  1.1.9 Finnish National Fund for Research and Development (Sitra),Itämerentori 2, 00180 Helsinki, Finland; and  1.1.10 Varma Mutual Pension Insurance Company, Annankatu 18, 00098 VARMA, Finland;and  1.1.11 Sampo Life Insurance Company, Bulevardi 56, 00120 Helsinki, Finland; and  1.1.12 Finnish Industry Investment Ltd, Kalevankatu 9 A, 00100 Helsinki, Finland; and  1.1.13 Private persons with addresses identified in **Schedule 1.13**, and    The parties mentioned above in **Sections 1.1.1 – 1.13**are collectivelyreferred to in this Agreement as “**Sellers**” or individually as “**Seller**”.    The parties mentioned above in **Section**s **1.1.1 – 1.1.12**are collectivelyreferred to in this Agreement as “**Institutional Sellers**” or individually as“**Institutional Seller**.    The parties mentioned above in **Sections 1.1.1 – 1.1.8**are collectivelyreferred to in this Agreement as “**Capman Entities**”.    The parties mentioned above in **Sections 1.1.13**are collectively referred toin this Agreement as “**Private Sellers**” or individually as “**Private Seller”**.
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 **1.2** **Purchaser**    Gemplus Nordic Oy, under formation, Finnish limited liability company under the lawsof Finland with an initial share capital of 8,000 euro (€8,000), and registereddomicile at Helsinki, Finland, address c/o Roschier Holmberg, Attorneys Ltd,Keskuskatu 7A, 00100 Helsinki, Finland (“**Purchaser**”).  **1.3** **Gemplus International S.A.**    Gemplus International S.A., a corporation organized and existing under the laws ofLuxembourg, having its registered domicile at 46A, Avenue JF Kennedy, L-1855Luxembourg, Luxembourg (“**GISA**”).
**2** **PREAMBLE**   Sellers own all of the outstanding shares and stock options entitled to be converted intoshares in Setec Oy, a corporation organized and existing under the laws of Finland (Y-code0826277-7), with a fully paid share capital of 6,822,530 euro, having its registereddomicile at Vantaa, Finland and engaged in the business of development, manufacturing andsales of products and services relating to payment, identification and security (hereinafterreferred to as “**Company**”). The Company owns the remaining 145 issued shares in the Company.   Purchaser desires to purchase from Sellers, and Sellers desire to sell and transfer theShares and Stock Options, as defined below, to Purchaser, subject to the terms andconditions set forth hereunder.   In consideration of the foregoing premises and the mutual covenants contained herein, theParties (as defined below) mutually agree as follows:
**3** **DEFINITIONS**   **3.1 “Accounts”** shall mean the audited statutory financial statements of the GroupCompanies enclosed hereto as Schedule 10.5 for the financialperiods ending on December 31, 2003 and December 31, 2004 preparedby the Group Companies in accordance with the AccountingPrinciples and certified by the external auditors of the GroupCompanies.   **3.2 “AccountingPrinciples”** shall mean generally accepted local accounting principles, as thecase may be, complying with relevant accounting laws, asconsistently applied by the Group Companies and enclosed hereto asSchedule 3.2.   **3.3 “Additional PurchasePrice”** shall mean the additional purchase price defined in Section 5.2.   **3.4 “Affiliate”** shall mean any legal entity which, within the meaning of theFinnish Companies Act (734/1978, as amended), belongs to the samegroup of companies as, respectively, Sellers, the Company orPurchaser.   **3.5 “Agreement”** shall mean this Share Purchase Agreement and the Schedules thereto.   **3.6 “Base Purchase Price”** shall mean the basic purchase price defined in Section 5.1.   **3.7 “CapmanRepresentative”** shall have the meaning set forth in Section 13.2   **3.8 “Cash Component ofthe Base PurchaseAgreement”** shall mean the portion of the Basic Purchase Price which shall bepaid in cash as set forth in Section 5.1.1(a).
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   **3.9 “Claim”** shall mean any claim made by Purchaser or GISA against Sellers, orby Sellers against Purchaser and GISA, respectively, in respect ofany breach of the Warranties.   **3.10 “Closing”** shall occur when the Parties effectuate the deliveriescontemplated by Sections 8.3 and 8.4.   **3.11 “Closing Date”** shall be the date that is the fifth business day (excludingnational holidays recognized in Finland and weekends) followingthe satisfaction of the conditions set forth in Section 8.2.   **3.12 “Company”** shall mean Setec Oy, a corporation organized and existing underthe laws of Finland (Y-code 0826277-7), with a fully paid sharecapital of 6,906,185 euro, having its registered domicile atVantaa, Finland.   **3.13 “ConfidentialInformation”** shall mean any and all information of any kind or naturewhatsoever, whether written or oral, including, without limitationfinancial information, trade secrets, client lists and otherproprietary business information regarding the Company, Sellers,Purchaser or GISA or any of the Affiliates, which information isnot generally available to the public or to persons unaffiliatedwith the Company, Sellers, Purchaser or GISA or any of theirrespective Affiliates, as the case may be.   **3.14 “Disclosure Letter”** shall mean the letter (together with any documents attachedthereto) attached hereto as Schedule 9 issued to Purchaser andGISA by Sellers on the Effective Date setting out the disclosuresto which the Warranties are subject.   **3.15 “Due DiligenceReview”** shall mean the financial, technical, legal, environmental and taxdue diligence review regarding the affairs of the Group Companies conducted by Purchaser and its advisors prior to the EffectiveDate as described below in Section 9.   **3.16 “Effective Date”** shall be April 22, 2005, the date of execution and delivery ofthis Agreement.   **3.17 “Equity Component ofBase Purchase Price”** shall mean the portion of the Base Purchase Price which shall be paid by delivering the amount of GISA Stock as consideration tothe Sellers as set forth in Section 5.1.1(b).   **3.18 “Escrow Agent”** shall mean Nordea Bank Finland Ltd.   **3.19 “Escrow Agreement”** shall mean the Escrow Agreement attached hereto as Exhibit 5.2.3.   **3.20 “Gemplus Finance SA”** is a Luxembourg company that is the direct subsidiary of GISA.   **3.21 “GISA”** shall mean Gemplus International S.A., a corporation organized andexisting under the laws of Luxembourg, having its registereddomicile at 46A, Avenue JF Kennedy, L-1855 Luxembourg, Luxembourg   **3.22 “GISA Stock”** shall mean shares of issued and outstanding common stock ofGemplus International S.A.
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   **3.23 “GISA’s Knowledge”** shall mean the actual knowledge of the persons listed in Schedule3.23.   **3.24 “Government andCorporate Business”** shall the business segment of the Company marketing and sellingpassports, ID cards, EID cards, travel or immigration visastickers, security printing products and associated services.   **3.25 “Group Companies”** shall mean Setec Danmark A/S, AB Svenska Pass and the Company andany corporation or other entity of which more than 50% of theoutstanding securities or other interests having rights to vote,or otherwise exercise control, are held, directly or indirectly,by the Company.   **3.26 “IntellectualProperty Rights”** shall mean all trademarks, trade or business or domain names,patents, design rights, trade secrets, know how, rights incomputer software, licenses, inventions, copyrights, including anyregistration and applications of such rights, as listed inSchedule 10.14.   **3.27 “Key EmploymentAgreements”** shall mean those agreements between the Group Companies andcertain employees listed in Schedule 10.10B.   **3.28 “Loss”** shall mean any deficiency, cost, expense, loss or damage(including reasonable attorneys’ fees and costs but excluding allindirect, consequential losses or damages)   **3.29 “Material Agreements”** shall mean the agreements of the Group Companies listed inSchedule 10.9.   **3.30 “Material SalesAgreements”** shall mean the legally binding agreements which are listed inSchedule 5.2.1 C   **3.31 “Order Backlog”** shall mean the estimations of future revenue, based on informationmade available at the time of estimation, to be recognized by theGovernment & Corporate Business of the Group Companies in theyears 2006 and 2007 arising from a legally binding agreementforming a basis for subsequent orders, or another arrangementunder which there have been at least two orders having beenfulfilled by the Group Companies for each class of applicableproduct.   **3.32 “Ordinary Course ofBusiness”** shall mean the day-to-day business of the Group Companiesconsistent with past practices and in accordance with good andprudent business practice.   **3.33 “Party ”** shall mean Sellers, Company, Purchaser and/or GISA, as required bythe context, and **“Parties”**shall be construed accordingly.   **3.34 “Pension and BenefitArrangement”** shall mean the pension and benefit arrangements of the GroupCompanies as set forth in **Schedule 10.10C**.   **3.35 “Private Persons’Representative”** shall mean Mr. Pekka Eloholma.   **3.36 “Purchase Price”** shall mean the purchase price for the Shares as calculated inaccordance with Section 5.   **3.37 “Purchaser”** shall mean Gemplus Nordic Oy, under formation, a corporation tobe organized and existing under the laws of Finland with aninitial share capital of 8,000 euro (€8,000) and registereddomicile at Helsinki, Finland.
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   **3.38 “Seller’s Knowledge”** shall mean the actual knowledge of the persons listed in Schedule3.38.   **3.39 “Seller’sRepresentative”** shall have the meaning set forth in Section 13.2.   **3.40.6 “Shares”** shall mean 40,720 issued and outstanding shares of the Company,each such share with a nominal value of 169 euro.   **3.41 “Stock Options”** shall mean 1,840 issued and outstanding personnel stock optionssubscribed by the personnel of the Group Companies entitling eachholder of such stock option to subscribe for one common share ofthe Company at the subscription price and on the terms set forthin Schedule 3.41.   **3.42 “Taxes”** shall mean all income taxes, value added taxes, transfer taxes andany other taxes or social and governmental charges imposed by anytax authority, including all adjustments, penalties, fines andinterest, which any of the Group Companies is required to pay,withhold or collect.   **3.43 “Third Party Claim”** shall mean any claim by a third party (including tax and otherauthorities) against any of the Group Companies.   **3.44 “Transaction”** shall have the meaning set forth in Section 4.1.   **3.45 “Warranties”** shall mean the representations and warranties of Sellers asdefined in Section 10, on the one hand, and the representationsand warranties of Purchaser and GISA as defined in Section 11, onthe other hand.
Other capitalized terms used herein shall have the meaning given to them below.
**4** **PURCHASE AND SALE**
 **4.1** **Object of the Transaction**    On the Closing Date and upon the terms and subject to the conditions set forthherein, each of the Sellers shall sell and Purchaser shall purchase the Shares andStock Options as are set forth opposite the name of such Seller on **Schedule 4.1**(hereinafter referred to as the “**Transaction**”).
**5** **PURCHASE PRICE**   The Purchase Price to be paid to the Sellers for the Shares and Stock Options iscomposed of the Base Purchase Price and the Additional Purchase Price, if any (theBase Purchase Price and the Additional Purchase Price together “**Purchase Price**”), asset forth below in this Agreement.
 **5.1** **Base Purchase Price**    Purchaser shall pay to each of the Sellers the Base Purchase Price, upon thefollowing terms and conditions:
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 5.1.1 Amount of the Base Purchase Price    The Base Purchase Price of the Shares and Stock Options is composed of theCash Component and the Equity Component, as follows:
 a) the amount of the Cash Component of the BasePurchase price is thirty million euro (€30,000,000); and  b) the Equity Component of the Base Purchase Priceis the cash equivalent in euro of the market value of nineteen million(19,000,000) shares of GISA Stock.
 5.1.2 Payment of the Cash Component of the Purchase Price    On the Closing Date, subject to satisfaction of the Closing conditions setforth in **Section 8.2**, Purchaser shall cause to be paid to a single person orentity designated by Sellers on or before the Closing the Cash Component ofthe Base Purchase Price as set forth in **Schedule 5.1.2A,**which shall be paidin immediately available funds by wire transfer to the bank account which theSellers have identified in **Schedule 5.1.2B**, and be in full satisfaction ofthe Cash Component of the Base Purchase Price.  5.1.3 Delivery of Equity Component of the Base Purchase Price    On the Closing Date, subject to satisfaction of the Closing conditions setforth in **Section 8.2**:
 a) Sellers shall subscribe for and accept all of theGISA Stock representing the Equity Component of the Base Purchase Price;  b) Sellers instruct the Purchaser to transfer andpay on their behalf the Equity Component in payment for the subscriptionof the GISA Stock, and  c) Purchaser shall cause to be delivered to theSellers their respective share of the Equity Component of the BasePurchase Price as set forth in **Schedule 5.1.2 A**by causing GISA totransfer the GISA Stock representing the Equity Component of the BasePurchase Price to the joint book entry account which the Sellers willidentify to the Purchaser prior to Closing, and which shall be in fullsatisfaction of the Equity Component of the Base Purchase Price.
 **5.2** **Additional Purchase Price**    Purchaser shall pay to each of the Sellers the Additional Purchase Price, upon thefollowing terms and conditions:
 5.2.1 Amount of the Additional Purchase Price
 a) The Parties agree that the amount of theAdditional Purchase Price may vary from zero euro (€0) to thirtymillion euro (€30,000,000) depending on the amount of the OrderBacklog determined and set forth in **Schedule 5.2.1 A**. Pursuant to**Schedule 5.2.1 A**the Parties agree that the amount of the AdditionalPurchase Price shall be the maximum of thirty million euro(€30,000,000) in case the amount of the Order Backlog is one hundredmillion euro (€100,000,000) or more (“**Full Backlog**”). In no eventwill the Additional Purchase Price exceed thirty million euro(€30,000,000).
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 b) The Parties agree that the amount of the OrderBacklog as of the Effective Date is set forth in **Schedule 5.2.1 B**andexceeds the amount of the Full Backlog (“**Effective Date Order Backlog**”)which, if it was the Order Backlog as of December 31, 2005**,**would resultin the amount of the Additional Purchase Price being thirty million euro(€30,000,000), subject to **Section 5.2.1(c)**. The Parties agree thatexcept as expressly agreed below in **Section 5.2.1(c)**, the Effective DateOrder Backlog is a final agreement between the Parties upon the amountof the Order Backlog. For the avoidance of doubt, the Partiesacknowledge that the inclusion of an item on the Effective Date OrderBacklog is not determinative of whether a subject agreement is valid orwill be valid on December 31, 2005.  c) The Parties agree that on December 31, 2005, whenthe final amount of the Order Backlog shall be determined, the only andsole reason to deduct from the amount of the Effective Date OrderBacklog is that any of the agreements listed in **Schedule 5.2.1 C**(“**Material Sales Agreements**”):
 i. has by December 31, 2005 beenterminated in writing or a written notice to terminate therespective Material Sales Agreement has been delivered to the GroupCompanies by the respective contracting party (“**Termination**”) or  ii. an equivalent event as Termination hasoccurred regarding the Material Sales Agreement which can beobjectively expected to finally cause that all of the revenuesbased on the Effective Date Backlog pursuant to that respectiveMaterial Sales Agreement will not be generated to the GroupCompanies in 2006 or 2007 (“**Equivalent Event**”). The Partiesacknowledge that a circumstance where the Material Sales Agreementof the Group Companies is still valid but the respectivecontracting party has agreed with a third party upon the samesubject matter could as an example cause that all the revenues ofthe respective Material Sales Agreement would not be generated andwould establish the Equivalent Event as well as the case that therespective Material Sales Agreement would not have been validoriginally.
   The Parties explicitly agree that in case the Termination or theEquivalent Event is due to or caused by reasons attributable to thePurchaser, GISA and / or their Affiliates, or the Transactioncontemplated by this Agreement, such Termination or Equivalent Eventwill not cause deduction of the amount from the Effective Date OrderBacklog.    For the avoidance of doubt, the Parties agree that any othercircumstance, fact or effect relating to and/or affecting the MaterialSales Agreement, its content schedules, schedules of the revenues to bepaid on the basis of the Material Sales Agreement will not cause anychange to the Effective Date Order Backlog other than those described in**Section 5.2.1(c)**.  d) In case the Termination or the Equivalent Eventshall occur, the Purchaser shall inform the Capman Representative inwriting promptly after the Group Company has been informed of suchconsequence and explain its knowledge of the reasons for the Terminationor the Equivalent Event. The amount, by which the Effective Date OrderBacklog shall be reduced, shall be the amount by which the respectiveTermination or Equivalent Event is objectively expected to decrease theamount of the revenues of the respective Material Sales Agreement
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   during 2006 and 2007, if any. In case the Parties are not able to agreeupon the amount by which the Termination or Equivalent Event will reducethe Effective Date Order Backlog, the amount shall be finally determinedin an expedited arbitration proceeding pursuant to Section 15.11 b)below.    The amount of the Order Backlog, which is not based on the Effective DateOrder Backlog (“December 2005 Backlog”) shall be determined as follows:
 - i. The December 2005 Backlog shallinclude the Order Backlog on December 31, 2005 pursuant to sameprinciples, methodologies, practices and techniques as theEffective Date Order Backlog has been defined and established **andalso fulfilling the requirements set forth in Schedule 5.2.1 A**.For the avoidance of doubt, it is acknowledged and agreed that:(a) the Effective Date Order Backlog shall not be included in theDecember 2005 Backlog; and (b) the entire Order Backlog of theGroup Companies’ Government &Corporate Business shall be includedwhether or not the order or assessment of revenue originated fromacts or measures of the Purchaser and / or its Affiliates afterthe Effective Date; and  - ii. The December 2005 Backlogshall be based on the Ordinary Course of Business of the GroupCompanies, and the Purchaser, GISA and their Affiliates agreenot to take any action, directly or indirectly, to cause that (a)the amount of the December 2005 Backlog would be lower than itwould be pursuant to Ordinary Course of Business; or (b) theorders and assessment of revenues to be included in the December2005 Backlog would be artificially delayed or postponed with thepurpose that those would not be included in the December 2005Backlog; and  - iii. Within 10 days prior to theend of the months of June, September, and November in 2005,Purchaser shall deliver to the Capman Representative a writtennotification (“**Order Backlog Note**”) in which the amount of theorders and assessment of revenues as of the respective date isidentified and which also include the following information: Foreach Order Backlog Note: if the objective estimation is that theamount of the Order Backlog exceeds one hundred twenty millioneuro (€120,000,000), then the Order Backlog Note need onlystate such fact, and identify any Material Sales Agreements thatPurchaser believes has been subject to a Termination orEquivalent Event since the last report, and provide a descriptionthe basis for Purchaser’s conclusion that such an event hasoccurred; or if the Purchaser believes that the amount of theOrder Backlog is less than one hundred twenty million euro(€120,000,000), then the Order Backlog Note shall include thePurchaser’s estimation of the amount of the Order Backlog as ofthe applicable date and provide the Capman Entities with accessto such information generated by the Company in the OrdinaryCourse of Business and access to executive management of theCompany, as is necessary in order to verify the informationcontained in the Order Backlog Note.
 e) In order to determine the December 2005Backlog, the Purchaser shall on December 31, 2005, deliver to theSellers’ Representative the Order Back
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   log Note in which the actual Order Backlog as of December 31, 2005 isidentified (“Final Order Backlog Note”); and  f) The Parties agree that after December 31,2005, and until the Parties have agreed upon the amount of theAdditional Purchase Price, one of the Sellers collectively appointedby the other Sellers and the auditor and legal advisor of suchSeller shall have full access to such tenders, offers, agreementsand books and records of the Group Companies as are necessary inorder to verify that the actual Order Backlog confirms with theinformation given by Purchaser in the Order Backlog Note(s) andFinal Order Backlog Note. The Sellers’ Representatives shall givetheir comments in writing regarding the amount and content of theFinal Order Backlog Note by January 15, 2006; and  g) In case the Parties are not able to agreeupon the amount of the December 2005 Backlog, it shall be finallydetermined in an expedited arbitration proceeding pursuant to**Section 15.11**b) below.
 5.2.2 Payment of the Additional Purchase Price
 a) The Purchaser shall pay the amount of theAdditional Purchase Price calculated in accordance with the above infull to a single person or entity designated by the Sellers inwriting on the Closing on December 31, 2005, or when the partieshave agreed on the applicable amount. For the avoidance of doubt,the Parties agree that; (i) in case the Purchaser has not deliveredto the Sellers written notice as referred to above in **Section 5.2.1d)**of the occurrence of the Termination or the Equivalent Event byDecember 31, 2005, the Additional Purchase Price shall be based onthe Effective Date Order Backlog and the Purchaser shall pay thirtymillion euro (€30,000,000) to Sellers; or (ii) in case theParties are not able to agree the amount by which the Effective DateBacklog shall be reduced in accordance with **Section 5.2.****1(c)** and /or the sum of the Additional Purchase Price payable on the basis ofthe December 2005 Backlog, the Purchaser shall, in any case, pay onDecember 31, 2005, any undisputed amount of the Additional PurchasePrice to the Sellers; and (iii) the Purchaser is not entitled towithhold any sum actually payable as the Additional Purchase Priceto the Sellers based on the fulfillment of other obligations of theSellers pursuant to this Agreement, or based on a claim made by thePurchaser against the Sellers pursuant to **Section 12.1**(Indemnification by Sellers) of this Agreement.  b) The Purchaser shall pay on December 31,2005 to the Sellers any Amount of the Additional Purchase Pricewhich is based on the Final Order Backlog Note delivered by thePurchaser to the Sellers and required to be paid pursuant to thisAgreement.  c) Any additional amount payable as theAdditional Purchase Price and which is not paid on December 31,2005, if any, shall be paid by the Purchaser to the Sellersimmediately after the Parties have agreed upon such amount or incase of a dispute after the arbitrators have given their decision.  d) All payments described hereunder as dueon December 31, 2005, shall be deemed made on that date if made byJanuary 5, 2006. Should any amounts of the Additional Purchase Pricebe paid after January 5, 2006, the Pur
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   chaser shall pay a penalty interest according to the rate calculatedpursuant to the Finnish Law on Penalty Interest from January 5, 2006until the actual payment date of such amount.
 5.2.3 Escrow Agreement    In order to facilitate payment of the Additional Purchase Price, GISA,Purchaser, Sellers and Nordea Bank Finland Ltd. (**“Escrow Agent”**), shall, atthe Closing, enter into the escrow agreement attached as Exhibit 5.2.3(“**Escrow Agreement**”). According to the Escrow Agreement, on the Closing Datethe Purchaser shall deposit the amount of thirty million euro(€30,000,000) (“**Escrow Amount**”) to an account with the Escrow Agent forthe benefit of the Sellers for the payment of the maximum amount of theAdditional Purchase Price. The Escrow Agreement shall stipulate, among otherthings, that; (i) in case the Purchaser has not by January 5, 2006 instructedin writing the Escrow Agent not to release the Escrow Amount to the Sellers,the Escrow Agent shall release and pay the Escrow Amount to the Sellers, and;(ii) in case the Purchaser has instructed the Escrow Agent not to release theEscrow Amount to the Sellers, the Escrow Agent shall release and pay to theSellers the undisputable amount of the Escrow Amount identified by thePurchaser in the respective instruction; and (iii) the Escrow Amount shallnot be used, withheld or attached by the Escrow Agent or the Purchaser orGISA to fulfill any of the other obligations of the Sellers or other claimsor demands made by the Purchaser or GISA against the Sellers pursuant to thisAgreement.
**6** **TRANSFER OF TITLE**
 **6.1** **Transfer of Title to Shares and Stock Options**    On the Closing Date, subject to satisfaction of the Closing conditions set forth in**Section 8.2**and to receipt by the Sellers and the Sellers’ Representative of thedeliveries contemplated by **Section 8.3**including but not limited to the receipt of theEquity Component of the Base Purchase Price to the joint book entry account of theSellers as referred to in **Section 5.1.3 (c)**, as well as receipt of the EscrowAgreement executed by the Escrow Agent, each of the Sellers shall transfer toPurchaser the full and unrestricted title (free and clear of any encumbrance) to theShares and Stock Options.  **6.2** **Transfer of Title to the GISA Stock**    On the Closing Date, subject to satisfaction of the Closing conditions set forth in**Section 8.2**and to receipt by Purchaser and GISA of the deliveries contemplated by**Section 8.4**as well as receipt of the Escrow Agreement executed by the Escrow Agent,GISA shall transfer to each of the Sellers the full and unrestricted title (free andclear of any encumbrance, other than pursuant to applicable securities laws or marketregulations) to the GISA Stock representing the Equity Component of the Base PurchasePrice.
**7** **PRE-CLOSING COVENANTS**
  The Parties hereby covenant and agree with each other as follows:
 **7.1** **Consents and Approvals**    Promptly following the execution and delivery of this Agreement: (i) GISA, Purchaserand the Company shall file with the German Federal Cartel Office (*Bundeskartellamt*)an application (the **”German Competition Filing”**), attached hereto as **Schedule 7.1A**,for approval
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   of the Transaction; (ii) GISA and Purchaser shall file with the Norwegian CompetitionAuthority (*Konkurransetilsynet*) a standardized notification (*alminnelig melding*) (the**”Norwegian Competition Filing”**), attached hereto as **Schedule 7.1B**, for approval ofthe Transaction; (iii) the Parties shall cooperate in the prompt filing of additionalforms, notifications, reports and information, if any, required or reasonably deemedadvisable pursuant to applicable statutes, rules, regulations or orders of anygovernmental or supragovernmental authority to facilitate approval of the Transactioncontemplated by this Agreement with such authorities; and (iv) use their respectivegood faith efforts to cause the approval of the German Competition Filing and theNorwegian Competition Filing, to cause any applicable waiting periods thereunder toexpire and any objections to the Transaction to be withdrawn, in each instance beforethe Closing**.**  **7.2** **Operation of the Group Companies**    Until and up through the Closing, the Group Companies shall (i) preserve their businessorganizations and their present relationships with customers, suppliers, consultants,employees and any other persons having business relations with them and (ii) maintain all oftheir respective Assets in customary repair and condition.    Except as contemplated by this Agreement or as reasonably required to carry out theirobligations hereunder, the Group Companies shall, through the Closing Date, conduct theirrespective businesses only in the Ordinary Course of Business.  **7.3** **No Inconsistent Negotiations**    Until and up through the Closing, none of the Sellers shall, nor shall any of them permit orauthorize any director, officer, employee or other agent of the Group Companies, to (i) takeany action to solicit, initiate or encourage the submission of an offer to purchase theCompany or (ii) participate in any negotiations regarding, or furnish to any other person,entity or group any non-public information with respect to, or otherwise cooperate in anyway with, or assist or participate in, facilitate, or encourage, any effort or attempt byany other person, entity or group to do or seek any of the foregoing.
**8** **CLOSING**
 **8.1** **Closing**    The Closing shall take place on the Closing Date starting at 10.00 at the offices ofCastrén & Snellman, Attorneys Ltd., Erottajankatu 5 A, 00130 Helsinki.    The Closing Date shall be the date that is the fifth business day following thesatisfaction of the condition set forth in **Section 8.2**, or such other date as isagreed among the Parties.  **8.2** **Conditions Precedent to Obligation of the Parties to Proceed with Closing**    The obligation of the Sellers, the Purchaser and GISA to proceed to Closing hereundershall be subject to the conditions precedent that the Parties have received (unlesswaived by the relevant authority, person or entity):
 a) written approval, from the German Federal Cartel Office, of theGerman Competition Filing to approve the Transaction materially as contemplatedby this Agreement;
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 b) expiration of the applicable waiting period (constitutingpermission to proceed to Closing) or, if a complete notification (*fullstendigmelding*) is required, written approval by the Norwegian Competition Authority,of the Norwegian Competition Filing to approve the Transaction materially ascontemplated by this Agreement;  c) written confirmation from each of the Parties addressed to theother Party(ies) that the Warranties in this Agreement or in any documentfurnished by a Party pursuant to this Agreement remain true, accurate, andcorrect as of the Closing Date;  d) there are no legal or administrative proceedings involving anassertion that the Transaction or consummation thereof is unlawful; and  e) the Escrow Agreement, executed by a duly authorizedrepresentative of the Escrow Agent.
 **8.3** **Deliveries by Purchaser and GISA**    At the Closing, Purchaser and GISA shall pay or deliver, or cause to be paid, delivered orexecuted and delivered (as the case may be) the following:
 a) the Cash Component of the Base Purchase Price and the Equity Component of theBase Purchase Price, to the Sellers;  b) the Escrow Agreement contemplated by **Section 5.2.3**, executed by a dulyauthorized representative of Purchaser and GISA, to the Sellers’ Representative;  c) the Escrow Amount to the Escrow Agent; and  d) such other documents as the Sellers’ Representative may reasonably request toeffectuate the Transaction contemplated by this Agreement.
 **8.4** **Deliveries by Sellers**    At the Closing, Sellers shall deliver or execute and deliver (as the case may be)the following:
 a) the Shares and Stock Options, to Purchaser;  b) The Escrow Agreement contemplated by **Section 5.2.3**, executed by the Sellers’Representative, to Purchaser and to GISA; and  c) such other documents as Purchaser or GISA may reasonably request to effectuatethe Transaction contemplated by this Agreement.
**9** **DUE DILIGENCE**   Prior to the Effective Date, Purchaser and GISA have conducted financial, technical, legal,environmental and tax due diligence review regarding the affairs of the Group Companies. Inaddition, Purchaser and GISA’s professional legal, financial, environmental and technicaladvisers have received certain information and documentation on the Company requested byPurchaser or GISA’s professional advisers in connection with the Due Diligence Review. Thematerials made available in the Due Diligence Review are identified in **Schedule 9 A**(the“**Disclosure Materials**”).   The liability of Sellers under, and the rights and remedies of Purchaser and GISA in respectof, the Warranties shall not in general be affected by Purchaser and GISA having conductedthe Due Dili
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  gence Review, but only the facts, matters, occurrences or events (i) specifically disclosedby Sellers in the Disclosure Letter attached hereto as **Schedule 9 B**or (ii) presented toPurchaser and GISA in the Due Diligence Review in a manner and substance that would haveallowed a diligent purchaser to understand that such facts, matters, occurrences or eventsconstitute exceptions from the Warranties and make a fair assessment of possibleconsequences thereof on the Group Companies shall constitute exceptions to the Warrantiesfor which Sellers are not liable. **10** **REPRESENTATIONS AND WARRANTIES OF SELLERS**   Sellers acknowledge that Purchaser and GISA are entering into this Agreement in reliance onthe Warranties given herein by Sellers to Purchaser and GISA being true, accurate andcorrect in all material respects as of the Effective Date and the Closing Date, and,consequently, Sellers hereby represent and warrant to Purchaser and GISA the accuracy andvalidity of the Warranties, as follows, provided however, that the Warranties are subject tothe qualifications and limitations in **Section 12**below.
 **10.1** **Power and Authorization**    Each Seller represents and warrants that the Seller has full power and authority; (i) toown, hold and sell to Purchaser the Shares and/or Stock Options, and; (ii) to execute anddeliver this Agreement and consummate the Transaction. This Agreement is a valid and bindingobligation of each of the Sellers, enforceable against them in accordance with its terms,and to the Sellers’ Knowledge its execution and delivery do not; (iii) conflict with, orviolate any provision of, any law having applicability to any Group Company; (iv) conflictwith, or result in any breach of, or constitute a default under, any agreement to which anyGroup Company is a party; or (v) result in or require the creation or imposition of orresult in the acceleration of any indebtedness, or of any encumbrance upon, or with respectto, any Group Company.  **10.2** **Shares and Shareholding**    The authorized and issued share capital of the Company is 6,906,185 euro, 169 euro par valueper share divided into 40,865 shares. There exist no stock options, rights of conversion orother issue of shares or securities that could increase or reduce the number of the shares,except the Stock Options. There is no outstanding obligation for the Company to redeem orotherwise acquire any of its shares.    The issued and outstanding shares of the Company are fully paid-up and all the Shares aresold and transferred to Purchaser free and clear of any mortgages, charges, pledges, liens,encumbrances, restrictions (including, but not limited, to restrictions on the ability tovote the Shares), claims or other security interests of any kind whatsoever. The Company hasnot issued share certificates.    Each Seller represents and warrants that the Seller has, and will have on the Closing Date,good and marketable title to his Shares and to all of the rights afforded thereby, free andclear of all options, liens, pledges, guarantees and any other Encumbrances.  **10.3** **Organization**    The Group Companies are duly organized and validly existing corporations under the laws oftheir respective jurisdiction of incorporation, have the legal capacity and full authorityto own their property and assets and carry on their business as currently conducted and arenot, by virtue of this Agreement or consummation of the Transaction or otherwise in breachof their Articles of Association. The Disclosure Letter lists each of the equity and votinginterests held by Company in the Group Companies and in any other person or entity outsideof the Group Companies. Except as set forth in the Disclosure Letter, Company has no equityinvestment or other interest in, nor has Company made advances or loans to, any person orentity other than the Group Companies.
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 **10.4** **Corporate Documents**    The Articles of Association and Trade Register information of the Group Companies attachedhereto as **Schedule 10.4A**are currently in force. All necessary meetings and other corporateactions of or by the Group Companies, their shareholders and directors have been legally andproperly held or taken, and all resolutions passed by the meetings of shareholders anddirectors have been duly recorded in the minutes of the Group Companies.    The share and shareholder registers of the Group Companies attached hereto as **Schedule 10.4B**are accurate, up-to-date, true and complete and all transfer and other taxes levied on or inrelation to the transfers of Shares of the Group Companies have been duly paid.  **10.5** **Accounts; Dividends; No Indebtedness**    The Accounts attached hereto as **Schedule 10.5.A**have been prepared in accordance with theAccounting Principles, and are complete and correct in all material respects and truly andcorrectly reflect the financial condition, the assets and liabilities and results of theoperations of the Group Companies as of their respective dates and for the periods given.    As per the Effective Date, there are no unpaid dividends or other payments to shareholdersof the Company, and the dividend authorized by the shareholders of the Company on April 20,2005 for the amount of 1,363,712.80 euro shall be fully paid to the shareholders of theCompany prior to the Closing Date.  ** **** ****Schedule 10.5.B**lists any mortgages, indentures, notes, guarantees and other agreements foror relating to borrowed money (including, without limitation and capital leases) eachexceeding the level of fifty thousand euro (€50,000) to which any of the Group Company isa party or which have been assumed by any of the Group Company or to which any Assets of anyof the Group Company are subject. To the Sellers’ Knowledge the Group Companies haveperformed all the obligations required to be performed by any of them to date and are not indefault in any respect under any of the foregoing.  **10.6** **Bankruptcy, Execution or Reorganization**    To the Sellers’ Knowledge, there is no threat of action against any of the Group Companiesto commence bankruptcy, execution or reorganization procedures.  **10.7** **Title to Properties; Encumbrances**    The Group Companies are the owners of each of the properties and assets, tangible andintangible, included in the Accounts as being owned by the Group Companies, as well as anyproperties and assets, tangible and intangible, except to changes due to Ordinary Course ofBusiness, and have title to all of such properties and assets, tangible and intangible, freeand clear of any lien or other encumbrance.  **10.8** **Assets; Working Order and Condition**    The Group Companies have valid title to all assets respectively owned by them, including,without limitation, all assets included in the Accounts. To the Sellers’ Knowledge, allmaterial properties and assets of the Group Companies, including, *inter alia*, machinery andequipment owned or used by the Group Companies, are in adequate repair, condition andworking order, taking into account their age and reasonable wear and tear, and have beenmaintained normally pursuant to industry practices.
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 **10.9** **Material Agreements**
 a) **Schedule 10.9**lists all agreements; (i) with a purchase or lease commitment inany one year of more than €400,000; and (ii) with a purchase or lease commitment ofmore than €1,000,000 over the term of the agreement (the agreements referenced in(i) and (ii), the “**Material Agreements**”) currently in effect. Each such Agreement isin full force and effect and constitutes a legal, valid and binding obligation of, andis legally enforceable against, the respective parties thereto. To the Sellers’Knowledge there have been no threatened cancellations thereof and are no outstandingdisputes thereunder. To the Sellers’ Knowledge, the Group Companies are not inviolation of any Material Agreement.  b) To Sellers Knowledge, none of the Group Companies is a party to any oral orwritten (i) joint venture agreement, commercial agency agreement or other agreementinvolving the sharing of profits, or (ii) other agreement which by its terms does notterminate or is not terminable by a Group Company within one year or upon one year’s(or less) notice. None of the Group Companies are a party to an agreement thatreasonably could be interpreted to impose any restriction on any business operations ofany of the Group Companies.  c) No customer of the Group Companies or other person has made a claim based upona breach of warranty concerning any products or services which has not been settled,and there are no facts within Sellers’ Knowledge that may give rise to such a claim,arising out of a defect in a product or a delay in delivery of a product that wouldresult in a Loss in excess of the provisions made in the Accounts for warranty claimsfor the period ending December 31, 2004.
 **10.10** **Labor Relations; Employment Agreements; Pension and Benefits**    The Group Companies have complied and are in compliance with all laws relating to employmentand the workplace.    Except as disclosed in the Disclosure Letter, all the employment agreements of the GroupCompanies are consistent with customary local practices for comparable employmentcircumstances and do not provide for exceptional compensation or benefits to the employeesor exceptional liabilities to the Group Companies.    The Key Employment Agreements listed in **Schedule 10.10A**are in full force and effect and, Tothe Sellers’ Knowledge, none of the Key Employees has given notice to terminate his/her KeyEmployment Agreement.    The consummation of the Transaction will not cause the Purchaser or any of the GroupCompanies to incur or suffer any liability relating to, or obligation to pay, severance,termination or other payments to any person or entity.    Beyond the Pension and Benefit Arrangements listed in **Schedule 10.10B**, and except compulsorypension and benefit arrangements under applicable laws and regulations, none of the GroupCompanies (i) maintains or ever has maintained any other pension, benefit or other similararrangement or program for its directors, officers or other employees or (ii) is or ever hasbeen a party to any such arrangements or programs.    To the extent required by applicable law and the Accounting Principles, provisions have beenmade in the Accounts for the full amount of all present and future liabilities in respect ofemployment and pension undertakings under the Pension and Benefit Arrangements to be paid tocurrent or former directors, officers or other employees.
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 **10.11** **Land, Buildings and other Premises**    All land, buildings and other premises owned, leased, used or occupied by the GroupCompanies being material to the Group Companies and / or their businesses, as well as anylease, rent and other agreements related to such premises, are specified in **Schedule 10.11**attached hereto. Each of the Group Companies is the sole owner of valid title to the land,buildings and other premises owned by each of them, including, without limitation, allbuildings, structures, fixtures and improvements thereon and all equipment, machinery andpersonal property therein, in each case free and clear of any encumbrance. All buildings,structures, fixtures and other improvements on the land are in normal repair, free ofdefects subject however to ordinary wear and tear, normally fitting for the uses to whichthey are currently devoted, and conform to applicable laws  **10.12** **Environmental, Health and Safety Matters**    To the Sellers’ Knowledge, the Group Companies have been and continue to be in fullcompliance with all applicable environmental, health and safety laws and regulations. To theSellers’ Knowledge, none of the Group Companies has any liability under any applicableenvironmental, health or safety law. There are no pending or, to the Sellers’ Knowledge,threatened claims, legal or administrative proceedings or enforcement actions against, orinvestigations of, the Group Companies relating to any environmental, health or safety lawor regulation.  **10.13** **Insurance**    The Group Companies have normal and adequate insurance policies of title, asset, fire,hazard, casualty, liability, life, workers’ compensation and other forms of insurance ownedor held by the Group Companies. The insurance policies currently in effect in respect of theGroup Companies will remain in full force and effect until the Closing Date and nothing hasbeen done or omitted to be done which could make any of them void or unenforceable.  **10.14** **Intellectual Property Rights**    The Group Companies own the entire right, title and interest in and to the IntellectualProperty Rights listed in **Schedule 10.14**attached hereto**.**To the Sellers’ Knowledge, thereare no pending proceedings or litigation or other adverse claims made in writing withrespect to the Intellectual Property Rights. The rights owned or possessed by GroupCompanies have been sufficient to the conduct of the present business of the GroupCompanies.  **10.15** **Litigation and other disputes**    There are no suits, or actions, or other legal, administrative, arbitration or alternativedispute resolution proceedings or governmental investigations pending or, to the Sellers’Knowledge, threatened, against any of the Group Companies, or their respective business orassets nor are there any outstanding or threatened orders, judgments, injunctions, awards ordecrees of any governmental body, court or arbitration tribunal against, or brought by, anyof the Group Companies or their respective businesses or assets.  **10.16** **Taxation**    The Group Companies have timely and accurately filed with the appropriate tax authoritiesall required tax returns and reports and paid, when due, all Taxes required to be paid. NoTaxes have been levied on any of the Group Companies with respect to events taking place orhaving taken place on or prior to December 31, 2004 and until the Closing Date with respectto taxes other than those arising out of the Ordinary Course of Business.
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   There is no dispute with any tax authority or investigation pending by any tax authority, inrelation to the Group Companies and, to the Sellers’ Knowledge, no circumstances exist thatmay give rise to any such dispute or investigation. Company has furnished to Purchaser trueand complete copies of the Group Companies’ tax returns, and any written communicationsrelating to any such tax returns, with respect to which the applicable statute oflimitations has not expired.  **10.17** **Ordinary Course of Business; Absence of Material Adverse Change**    Since December 31, 2004 there has not been any; (a) material adverse deviation from theOrdinary Course of Business; (b) material adverse change to the businesses of the GroupCompanies; or (c) payment of dividends or other distributions to any shareholders of theCompany, except as set forth in **Section 10.5.**  **10.18** **Compliance with law; Absence of Violations**    The Group Companies have carried on their business and operations in all material respectsin accordance with the applicable laws and regulations.    None of the Group Companies is in violation of or default under, nor has it breached, anyterm or provision of its articles of association. To Sellers Knowledge, none of the GroupCompanies nor any of their officers, directors, or employees have paid, given or received orhave offered or promised to pay, give or receive any bribe or other unlawful payment ofmoney or other thing of value, or any other unlawful inducement, to or from any person,business association or governmental official or entity in connection with or in furtheranceof the business of any of the Group Companies.  **10.19** **Qualifications of Representations and Warranties**    The Parties expressly agree and understand that no Claim may be asserted that is based on afact, matter or circumstance which has been disclosed to Purchaser in the Disclosure Letterand Disclosure Materials in the manner set forth in **Section 9**.  **10.20** **No Implied Representations or Warranties**    Sellers make no representation or warranty whatsoever, express or implied, except for thoseexpressly stated in this Agreement. In particular, Sellers make no representation orwarranty with respect to any forecast or projections relating to the Group Companies ortheir business.    It is specifically agreed that subparagraphs 1 and 3 of Section 19 of the Finnish Sale ofGoods Act (355/1987) are not applicable to the Transaction.  **10.21** **Transactions with Related Parties**    Neither any present or former officer, director of stockholder of any Group Company, nor anyAffiliate of such officer, director or stockholder, is currently a party to any transactionwith any Group Company, including, without limitation, any agreement providing for theemployment of, furnishing of services by, rental of assets from or to, or otherwiserequiring payments to, any such officer, director, stockholder or Affiliate.  **10.22** **No Side Agreements with Company Management**    Except as set forth in the Disclosure Letter, there are no agreements among any of theSellers and any member(s) of management of the Group Companies with respect to themanagement or the operation of the Group Companies.
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 **10.23** **Restrictions and Consents**    To the Sellers’ Knowledge, there are no agreements, laws or other restrictions of any kindto which any of the Group Companies is a party or subject that would prevent or restrict theexecution, delivery or performance of this Agreement or result in any penalty, forfeiture,agreement termination or restriction on business operations of Purchaser, GISA or any GroupCompany as a result of the execution, delivery or performance of this Agreement.  **10.24** **Compliance with Law**    To the Sellers’ Knowledge, neither execution nor delivery of this Agreement, theconsummation of the Transaction, nor the fulfillment of the terms hereof will result in abreach of any judgment, decree or order of any court or government body, or any applicablelaw.  **10.25** **No Authority Approvals**    To the Sellers’ Knowledge other than with respect to the German Competition Filing and theNorwegian Competition Filing, there are no necessary authorisations, approvals, clearancesand consents required from the relevant national or supranational authorities for the lawfuland valid completion of the Transaction.  **10.26** **Setec Danmark A/S**  ** **** ****Schedule 10.26**is a true and correct copy of the letter dated April 1, 2005 and signed byPoul Kjaerboll.  **10.27** **No Brokers**    The Sellers have not used the services of any broker, finder, financial advisor or otherperson, firm or corporation who would be entitled to receive any brokerage or finder’s orfinancial advisory fee from Purchaser or the Company in connection with the Transactioncontemplated by this Agreement.
**11** **REPRESENTATIONS AND WARRANTIES OF PURCHASER AND GISA**   Purchaser and GISA acknowledge that Sellers are entering into this Agreement in reliance onthe Warranties given herein by Purchaser and GISA to Sellers as being true, accurate andcorrect in all material respects as of the Effective Date and the Closing Date, and,consequently, Purchaser and GISA hereby represent and warrant to Sellers the accuracy andvalidity of the Warranties, as follows, provided however, that the Warranties are subject tothe qualifications and limitations in **Section 12**below.
 **11.1** **Capacity and Organization**    Purchaser and GISA are; (i) duly organized and validly existing under the laws of theirrespective jurisdictions of incorporation; (ii) have the legal capacity and corporateauthority to own their property and carry on their business as currently conducted; and(iii) are neither prohibited nor restrained by their respective articles of association fromeither entering into this Agreement or from consummating the Transaction.  **11.2** **Validity of this Agreement**    This Agreement has been duly authorized and approved by all the required corporate actionsof Purchaser and GISA. This Agreement is a valid and binding obligation of Purchaser andGISA enforceable against each of them in accordance with its terms.
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 **11.3** **Financing**    On the Closing Date, the Purchaser shall have sufficient funds available for the payment ofthe Purchase Price and to satisfy its other obligations hereunder.  **11.4** **GISA Stock**    All acts, decisions, and measures to issue and deliver the GISA Stock as the payment of theEquity Component of the Base Purchase Price to the Sellers have been properly and validlyexecuted and made and are in full force and effect, and there are no matters orcircumstances depending on the Purchaser, GISA, their respective Boards of Directors orshareholders which could impede the contemplated delivery of the GISA Stock to the Sellers.  **11.5** **Compliance with Law**    To GISA’s Knowledge, neither execution nor delivery of this Agreement, the consummation ofthe Transaction, nor the fulfillment of the terms hereof will result in a breach of anyjudgment, decree or order of any court or government body, or any applicable law.  **11.6** **No Authority Approvals**    To GISA’s Knowledge, other than with respect to the German Competition Filing and theNorwegian Competition Filing, there are no necessary authorisations, approvals, clearancesand consents required from the relevant national or supranational authorities for the lawfuland valid completion of the Transaction.  **11.7** **No Brokers**    Purchaser has not used the services of any broker, finder, financial advisor or otherperson, firm or corporation who would be entitled to receive any brokerage or finder’s orfinancial advisory fee from Sellers or the Company in connection with the Transactioncontemplated by this Agreement.  **11.8** **Proper Disclosure**    To GISA’s Knowledge, since October 31, 2004 there is no material financial information thatGISA is required to publicly disclose under applicable securities laws and regulations andwhich GISA has not publicly disclosed.
**12** **INDEMNITY**
 **12.1** **Indemnification by Sellers**    In the event of any breach of the Warranties or any other term of this Agreement by Sellers,where such breach is not cured within sixty (60) business days from the date of the writtennotice sent by the Purchaser or GISA, Sellers shall indemnify and hold harmless Purchaserand GISA for any Loss arising out of such breach, subject to the provisions of this Section12. The amount of indemnity to which Purchaser is entitled shall, subject to the limitationsset out in this Section 12.3, be the full amount of the Loss suffered by Purchaser as aresult of any breach by Sellers of the Warranties or any other covenants or undertakingsmade or to be performed by Sellers under this Agreement.    Each Seller shall be independently and severally but not jointly liable for any liabilityarising out of or in connection with this Agreement. Sellers are liable to indemnify thePurchaser in the same proportion as they are selling Shares and / or Stock Options toPurchaser.
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   The Purchaser may make Claims with respect to all other Warranties set forth in Section 10only by September 30, 2006, except for the Warranties relating to Taxation (Section 10.16)and Environmental, Health and Safety Matters (Section 10.12) regarding which the Purchasermay make Claims within three (3) years from the Closing Date, and except for the Warrantiesrelating to Power and Authorization (Section 10.1 (i) and (ii)), Shares and Shareholding(Section 10.2) regarding which the Purchaser may make Claims at any time during the statuteof limitations period applicable to the subject matter applicable of such Warranties.  **12.2** **Indemnification by Purchaser and GISA**    In the event of any breach of the Warranties or any other term of this Agreement byPurchaser, where such breach is not cured within 30 (thirty) business days, Purchaser andGISA shall indemnify and hold harmless Sellers for any Loss arising out of such breach,subject to the provisions of this Section 12. The amount of indemnity to which Sellers areentitled shall, subject to the limitations set forth in Section 12.3, be the full amount ofthe Loss suffered by Sellers as a result of any breach by Purchaser or GISA of theWarranties or any other covenants or undertakings made or to be performed by Purchaser orGISA under this Agreement.    Other than with respect to the Warranty relating to Capacity and Organization (**Section 11.1**)and GISA Stock (**Section 11.4**), with respect to which the Sellers may make a Claim at anytime during the statute of limitations period applicable to the subject matter of suchguarantee, the Sellers may make Claims with respect to all Warranties set forth in **Section11**only by September 30, 2006.  **12.3** **Limitation of Liability for Sellers, Purchaser and GISA**    The Parties` respective liability under this Agreement and on the basis of the Warranties ishereby limited as follows:
 (a) A liability, which is contingent, shall not constitute adeficiency, cost or loss, unless and until such contingent liability becomes anactual liability;  (b) No claim in respect of any individual event or occurrence shallbe deemed to give rise to any liability unless and until the individualliability, loss or damage claimed exceeds €60,000, it being understood thatthis Section 12.3 (b) shall not apply to any Claim made by Purchaser on thebasis of the Warranties relating to Power and Authorization (Section 10.1 (i)and (ii)) or Shares and Shareholding (Section 10.2);  (c) No Party shall be entitled to make a Claim hereunder unless anduntil the aggregate amount of claims for any liability under clause (b) aboveexceeds €600,000, whereupon the claimant shall be entitled to indemnificationfor the full amount (and not just the excess) thereof, except for Claims by thePurchaser against the Sellers on the breach of the Warranty relating to Taxation(Section 10.16) in which case the Purchaser is entitled to make a Claimhereunder unless and until the aggregate amount of claims for any liabilityexceeds €300,000, whereupon the Purchaser shall be entitled toindemnification for the full amount and further this Section 12.3 (c) shall notapply to any Claim made by Purchaser on the basis of the Warranties relating toPower and Authorization (Section 10.1 (i) and (ii)) or Shares and Shareholding(Section 10.2);  (d) The aggregate indemnification obligations of Sellers underSection 12.1 hereinabove or Purchaser under Section 12.2 hereinabove shall notexceed in the aggregate twenty percent (20%) of the Purchase Price, except forindemnification for breach of the Warranties by Sellers given in Section 10.1(i) and (ii) and 10.2 or breach of the Warranties given by Purchaser and GISA inSection 11.4, for which the respective aggregate indemnification shall notexceed 100% of the Purchase Price;
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 (e) No Claim shall be brought unless notice in writing of any suchClaim, accompanied by all relevant particulars thereof specifying the nature ofthe breach and the amount claimed in respect thereof, has been given to theother Party(ies) within sixty (60) days from the date the claimant Party becameaware of the Claim;  (f) The Parties shall not be liable for indirect, incidental orconsequential damages (such as loss of business reputation, new businessopportunities or loss of value of shares);  (g) There shall be no entitlement to recover more than once inrespect of the same breach of Warranties under this Agreement; and  (h) Claims shall exclude any amounts (i) that have been reservedagainst in the Accounts; (ii) of any tax savings accruing to and actuallyrealized by a Party as a result of the circumstances giving rise to the Loss;(iii) recoverable form a third party under indemnity or insurance policy; (iv)resulting from or attributable to any legislation that is not in force on theEffective Date or any change of law, regulation, directive, requirement oradministrative practice or any change in a tax rate which is not in force on theEffective Date; and (v) that would not have arisen but for an act, omission ortransaction carried out after the Effective Date by Purchaser or Seller, as thecase may be, or any of its representatives or successors in title.
 **12.4** **Third Party Claims**    In the event Purchaser becomes aware of any Third Party Claim constituting a breachof the Warranties, Purchaser shall:
 (i) as soon as reasonably practicable, but in no event later thanthirty (30) days after the date Purchaser became aware of any Third Party Claim,provide written notice of the Third Party Claim to Sellers’ Representative;  (ii) take such action and give such information and access topersonnel, premises, chattels, documents and records (and allow to take copiesor make photocopies, thereof) to Sellers ’ Representative and its professionaladvisers as Sellers’ Representative may reasonably request andSellers’Representative shall be entitled to reasonably require Purchaser or the Companyto take such action and give such information and assistance in order to avoid,dispute, resist, mitigate, settle compromise, defend or appeal any claim inrespect thereof or adjudication with respect thereto;  (iii) at the request of Sellers’ Representative, allow Sellers’Representative to take the sole conduct of such actions as Sellers’Representative may deem reasonably appropriate in connection with any suchassessment or claim in the name of Purchaser or the Company and in thatconnection Purchaser shall give or cause to be given to Sellers’ Representativeall such assistance as Sellers’ Representative may reasonably require inavoiding, disputing, resisting, settling, compromising, defending or appealingany such claim and shall instruct such professional advisers as Sellers’Representative may nominate to act on behalf of Purchaser of the Company, asappropriate, but to act in accordance with Sellers’ Representative soleinstructions;  (iv) not make any admission of liability, agreement or compromise withany person, body or authority in relation to the Third Party Claim, withoutfirst obtaining the consent of Sellers’ Representative;  (v) take all commercially reasonable steps to mitigate any Loss; and
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 (vi) in any action, resist, defend, appeal or, if appropriate andconsented by the Sellers’ Representative settle (in each case at Sellers’expense, with reasonable attorneys’ fees and costs to be included in Sellers’expense) such Third Party Claim in the best interest of Sellers.
   In case a Third Party Claim arises that could lead, in Sellers’ Representative’sreasonable judgment, to a breach of the Warranties, any negotiation, dispute orlitigation relating thereto with any third party shall be handled by Sellers.    In any event, Sellers shall be entitled at any stage and at its sole discretion tosettle any such third party assessment or claim. Sellers shall notify Purchaser andGISA of Sellers’ decision to settle such assessment or claim.    If Sellers have made any payment to Purchaser or GISA as a settlement of any ThirdParty Claim and Purchaser or GISA has the right to recover from any third party anyamount payable as a result of facts or circumstances forming the basis of such ThirdParty Claim, then Purchaser or GISA shall, upon request ofSellers’ Representative, either (a) assign that right toSellers or, (b) if Sellers’ Representative sodirects, at Sellers’ cost pursue said recovery and account to Sellers for any moniesor property recovered.
**13** **ADDITIONAL UNDERTAKINGS**
 **13.1** **Confidentiality**    The Parties undertake not to disclose or use any Confidential Information (except forpurposes of consummating the Transaction) to any person or entity other thanAffiliates of or advisors to the Parties unless a) required to do so by law or b) anyapplicable stock exchange regulations, or c) such disclosure has been consented to inwriting by the other Party. The Parties shall prepare public announcements regardingthe signing of this Agreement, and agree in good faith on the time and manner of thedistribution thereof, subject to any mandatory stock exchange requirements.    The public announcement shall include disclosure of the material terms and conditionsof the Additional Purchase Price.  **13.2** **Sellers’ and GISA Representative**    Wherever contemplated by this Agreement, each of (i) the Private Sellers appoints MrPekka Eloholma and (ii) the Capman Entities appoints Mr Petri Niemi (“CapmanRepresentative”) act, to act as their lawful representative to take any actions onPrivate Sellers’ or Capman Entities’ behalf, respectively, as contemplated by thisAgreement, including the power and authority to confer any approvals or waivers, andit is furthermore agreed, for the avoidance of doubt, that Purchaser or GISA shall bedeemed to have fulfilled their notice and other obligations, if presenting claimsagainst Private Sellers under this Agreement, by presenting such claims to Mr PekkaEloholma and against Capman Entities by presenting claims to Mr Petri Niemi. Wherevercontemplated by this Agreement, GISA appoints the Purchaser (“GISA Representative”)to act as their lawful representative to take any actions on GISA’s behalf,respectively, as contemplated by this Agreement, including the power and authority toconfer any approvals or waivers, and it is furthermore agreed, for the avoidance ofdoubt, that Sellers shall be deemed to have fulfilled their notice and otherobligations, if presenting claims against GISA under this Agreement, by presentingsuch claims to Purchaser.
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 **13.3** **Transfer Tax**    Purchaser shall pay any asset transfer tax and any related fees levied on thepurchase of the Shares and Stock Options. Purchaser shall, at its own expense,properly file on a timely basis all necessary transfer tax and other documentationrelating to any transfer tax or other applicable tax or fee and provide Sellersevidence of payment thereof.  **13.4** **Expenses**    Each Party shall bear its own expenses and costs relating to the execution anddelivery of this Agreement and the consummation of the Transaction including the feesof any legal and financial advisors retained by it.  **13.5** **Release from Liability of the Directors of the Company**    In the Annual General Meeting of Shareholders of the Company in the year 2006Purchaser undertakes to grant discharge to and release the liability of the membersof the Board of Directors for their administration of their duties as Board membersuntil the Closing Date, provided that the auditors of the Company do not recommendagainst such discharge and release in their report. Immediately following theClosing, the Purchaser and GISA agree to hold an extraordinary shareholders meetingof the Company, and elect new members to the Board of Directors of the Company. TheInstitutional Sellers shall cause that the present members of the Board of Directorsshall simultaneously resign from the Board of Directors of the Company.  **13.6** **Company Management Incentive Program**    Purchaser and GISA agree to establish a Management Incentive Plan substantially inthe form attached hereto as **Exhibit 13.6**being effective on the Closing.  **13.7** **No Side Agreements with Company Management**    Sellers shall not enter into agreements with any member(s) of management of the GroupCompanies with respect to the management or the operation of the Group Companies,provided however that the Purchaser is aware and accepts the agreement entered intobetween the Institutional Sellers and certain members of the management of theCompany attached hereto as **Schedule 13.7**.  **13.8** **Restriction on Sale of GISA Stock**    The Institutional Sellers, either acting alone, in groups or as a collective unit,shall not sell on any single trading date (“Trade Date”) of the Nasdaq NationalMarket and the Euronext Paris Market a cumulative number of shares of GISA Stock thatis greater than 500,000 shares.    The restriction set forth in this **Section 13.8**shall expire and the InstitutionalSellers shall be permitted to sell or otherwise dispose (without any restrictions) ofthe GISA Stock acquired pursuant to this Agreement (i) after twelve (12) monthsfollowing the Closing Date or (ii) after the aggregate amount of the shares of GISAStock purchased pursuant to this Agreement that are collectively held by theInstitutional Sellers is less than six million (6,000,000) shares.
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 **13.9** **Block Sales of GISA Stock by Institutional Sellers**    Purchaser and GISA shall have a right of first offer in the event of any proposedsale or transfer of GISA Stock by the Institutional Sellers in a single or series ofrelated transactions in excess of 5,000,000 shares of GISA Stock to a third party orthird parties in accordance with the terms set forth in this **Section 13.9**. In theevent of such a proposed sale or transfer, the Institutional Seller(s) shall notifyPurchaser and GISA in writing, at least three (3) business days] prior to theanticipated sale. GISA shall have two (2) business days after receipt of the purchaseinformation (including price, terms and conditions) to notify the Seller(s) inwriting whether GISA wishes to exercise its right to acquire in whole or in part theshares of GISA Stock. In the event that GISA notifies the Sellers’ Representative inwriting within the above two (2) business days periods, or gives a notice to Sellers’Representative indicating that GISA shall not exercise its purchase right, therespective Seller(s) shall be entitled to offer the GISA Stock to a third party.    The restrictions set forth in this **Section 13.9**shall expire and the InstitutionalSellers shall be permitted to sell or otherwise dispose (without any restrictions) ofthe GISA Stock acquired pursuant to this Agreement (i) after twelve (12) monthsfollowing the Closing Date or (ii) after the aggregate amount of the shares of GISAStock purchased pursuant to this Agreement that are collectively held by theInstitutional Sellers is less than six million (6,000,000) shares.  **13.10** **Liability of GISA on the Obligations of the Purchaser**    GISA agrees to be fully liable for any and all obligations of the Purchaser as for itsown debt (“*omavelkainen takaus*”) which are based on this Agreement including but notlimited the obligation to pay and deliver the Purchase Price. The Sellers are entitledto present claims directly to GISA also in the event such claim is based on theobligation of the Purchaser pursuant to this Agreement and are not required to makeprior claims, demands or notices to the Purchaser.
**14** **TERMINATION**
 **14.1** **Termination**    This Agreement may be terminated before the Closing only (i) by written agreementamong the Parties or (ii) by written notice of termination delivered by the Sellers’Representative to the Purchaser and GISA, or by Purchaser or GISA to Sellers’Representative, if the Closing conditions set forth in **Section 8.2**have not beenfulfilled by August 31, 2005.  **14.2** **Effect of Termination**    In the event this Agreement is terminated as provided in this **Section 14**, thisAgreement shall forthwith become wholly void and of no effect, and the Parties shallbe released from all future obligations hereunder; provided, however,that the obligations of the Parties as to confidentiality provided in **Section 13.1**,and the provisions of **Sections 13.4**relating to the payment of expenses, shall not beextinguished but shall survive such termination. The Parties shall have any and allremedies to enforce such obligations provided at law or in equity (including, withoutlimitation, specific performance).
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**15** **MISCELLANEOUS**
 **15.1** **Additional Actions and Documents**
Each of the Parties hereby agrees to take or cause to be taken such further actionsto execute, deliver and file or cause to be executed, delivered and filed suchfurther documents, and will obtain such consents as may be necessary or as may bereasonably requested in order to effectuate the purposes, terms and conditions ofthis Agreement and the Transaction.
 **15.2** **Notices**
All notices under this Agreement shall be in writing and shall be sent by facsimileand e-mail delivery to the Party being served at its facsimile number and e-mailaddress and marked to the attention of the person listed below (or to such otherfacsimile number, e-mail address or person as the Parties may specify subsequent tothe Effective Date, by due notice as aforesaid to the other) with the fax answerbackconfirmation and e-mail delivery confirmation being deemed conclusive, but notexclusive, evidence of such delivery:   If to Sellers:     Capman Entities Petri Niemi  Korkeavuorenkatu 32  00130 Helsinki  Finland     Tel. +358-9-615-5800  Facsimile +358-9-6155-8300  E-Mail: petri.niemi@capman.fi   Copy to: Jari Sonninen  Castrén & Snellman Attorneys Ltd.  Erottajankatu 5 A/P.O. Box 233  00131 Helsinki  Finland     Tel. +358-9-228-581  Facsimile +358-9-2285-8458  E-Mail: jari.sonninen@castren.fi   Oy Knowledge Connection Ab     Timo Tiihonen  c/o Capman Plc  Korkeavuorenkatu 32  00130 Helsinki  Finland  Tel. +358-9-6155-800  Facsimile: +358-9-6155-8300  E-mail: timo.tiihonen
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   Yewtree Fund Investments, Private Limited     c/o Temasek Holding 60B  Orchard Road  # 06-18 Tower 2  Singapore 238891  Singapore  Tel. +65-  Facsimile +65-  E-mail:   Finnish National Fund for Research and Development  Heikki Ojanperä  Itämerentori 2  00180 Helsinki  Finland     Tel. +358-9-618-991  Facsimile +358-9-645-072  E-Mail: heikki.ojanpera@sitra.fi   Varma Mutual Pension Insurance Company     Sakari Aaltonen  Annankatu 18  00098 VARMA  Finland  Tel. +358-10-515-13  Facsimile: +358-10-514-4752  E-mail: sakari.aaltonen@varma.fi   Sampo Life Insurance Company  Pekka Lankinen  Bulevardi 56  00120 Helsinki  Finland     Tel. +358-9-10-515-225  Facsimile: +358-10-516-0719  E-Mail: pekka.lankinen@sampo.fi   Finnish Industry Investment Ltd     Juha Marjosola  Kalevankatu 9 A  00100 Helsinki  Finland     Tel. +358-9-680-3680  Facsimile: +358-9-612-1680  E-mail: juha.marjosola@teollisuussijoitus.fi
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   Private Persons Pekka Eloholma  Kavallintie 2 D  02700 Kauniainen  Finland  Tel. +358-9-89-411  Facsimile: +358 9 891 887  E-mail: pekka.eloholma@setec.com   If to Purchaser: Gemplus Nordic Oy  Ulf-Henrik Kull  c/o Roschier Holmberg, Attorneys Ltd  Keskuskatu 7A  00100 Helsinki  Finland     Tel. +358-20-506-6000  Facsimile +358-20-506-6100  E-Mail: ulf-henrik.kull@roschier.com   If to GISA Gemplus International S.A.  General Counsel  46A, Avenue JF Kennedy  L-1855 Luxembourg  Luxembourg     Tel. +352-2-6005-226  Facsimile: +352-2-6005-832  E-Mail: Stephen.Juge@gemplus.com
The date of delivery shall be deemed to be date on which the notice wastransmitted.
Each Party shall notify the other Party of any change of address in accordancewith this section.
**15.3** **Non-Assignment**
This Agreement may not be assigned or otherwise transferred in whole or in partby any Party, without the prior written consent of the other Party.
**15.4** **Headings**
The headings of this Agreement are for convenience of reference only and shallnot in any way limit or affect the meaning or interpretation of the provisionsof this Agreement.
**15.5** **No Waiver**
Except as expressly provided herein, the failure or delay by either Party inexercising any right or remedy shall not constitute a waiver of such right orremedy. No waiver of any term or condition of this Agreement or of any right orremedy arising in connection herewith shall constitute a continuing waiver or awaiver of any right or remedy relating to a subsequent breach of such provisionor of any other right or remedy hereunder.
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**15.6** **Severable Provisions**
If any part of this Agreement is determined to be invalid or unenforceable, suchdetermination shall not invalidate any other provision of this Agreement; however,the Parties shall attempt, through negotiations in good faith, to replace any suchinvalid or unenforceable part of the Agreement with a comparable provision that isenforceable and valid. The failure of the Parties to reach an agreement on such areplacement provision shall not affect the validity of the remaining provisions ofthis Agreement.
**15.7** **Reference to Statutory Provisions**
A reference to any statute or statutory provision shall be construed as a referenceto the same as it may have been, or may from time to time be, amended, modified orre-enacted except to the extent that any amendment, re-enactment or modification madeafter the date of this Agreement would increase or alter the liability of Sellers orPurchaser under this Agreement.
**15.8** **Entire Agreement**
This Agreement constitutes the entire agreement and understanding among the Partiespertaining to its subject matter, and supersedes all prior agreements,understandings, undertakings, negotiations and discussions of the Parties. NeitherParty has relied upon any information relating to the value of any securities to bedelivered hereunder except as expressly set forth herein and publicly disclosedfinancial information regarding GISA or the Company, respectively.
**15.9** **Amendments**
No amendment, waiver or termination of this Agreement shall be binding unlessexecuted and delivered in writing and signed by an authorized representative of eachof the Parties.
**15.10** **Governing Law**
This Agreement shall be governed by and construed in accordance with the laws ofFinland.
**15.11** **Settlement of Disputes**
a) In the event of any dispute(s) or claim(s) arising out of or relating to anyprovision of this Agreement or breach thereof, the Parties shall endeavor to settlethose conflicts amicably among themselves in good faith. In the event the Parties areunable to agree on a mutually acceptable resolution to a dispute after a reasonableperiod of good faith negotiations which however do not exceed two months, the Partiesshall submit the matter in dispute for final settlement by arbitration under therules of the Arbitration Institute of Stockholm Chamber of Commerce by three (3)arbitrators appointed in accordance with its rules. For the purposes of this **Section15.11**, the Private Sellers shall be treated as one party and represented by PrivatePersons’ Representative, as contemplated by **Section 13.2**above. The arbitration shallbe held in Stockholm in the English language. Any judgment issued by the Arbitratorsagainst a Party shall include payment by the non-prevailing Party of the prevailingParty’s attorneys’ fees and costs, and shall be enforceable against thenon-prevailing Party in the court of such Party’s domicile country (without prejudiceto enforcement in any other jurisdiction).
Either Party, before or during any legal proceedings, may apply to a court havingjurisdiction for a temporary restraining order or preliminary injunction where suchrelief is necessary to protect its interests, pending completion of the legalproceedings.
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b) In the event that the Parties are not able to agree upon the amount by which theTermination or Equivalent Event will reduce the Effective Date Order Backlog asreferred to in **Section 5.2.1**c) above, or the Parties are not able to agree upon theamount of the December 2005 Backlog, as referred to in **Section 5.2.1 d)**, therespective disputes will be submitted to be resolved in an expedited arbitrationproceeding under the rules of the Arbitration Institute of Stockholm Chamber ofCommerce by one (1) arbitrator appointed in accordance with its rules in Englishlanguage without the Parties being required to conduct negotiations to resolve thedispute(s). The Parties agree to instruct the arbitrator to handle the matter withoutany delays in a manner that the arbitral award can be given within three (3) monthsfrom the date the arbitrator is appointed. The Parties agree to use all reasonableefforts in order to enable the arbitrator to give the award within the above time.
This Agreement has been made and executed in fifteen (15) counterparts, one (1)together for the Private Shareholders and one (1) for each other Party.         Helsinki, April 22, 2005     Capman Equity VII A L.P.     /s/     Jari Sonninen by proxy     Capman Equity VII C L.P.     /s/     Jari Sonninen by proxy     Capman Equity Sweden KB     /s/     Jari Sonninen by proxy     Swedestart Tech KB     /s/     Jari Sonninen by proxy     Maneq Fund 2004 Ky   /s/     Jari Sonninen by proxy
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         Maneq 2004 AB     /s/     Jari Sonninen by proxy     Oy Knowledge Connection Ab     /s/     Jari Sonninen by proxy     Yewtree Fund Investments, Private Limited     /s/     Jari Sonninen by proxy     Finnish National Fund for Research and Development (Sitra)     /s/     Heikki Ojanperä     Varma Mutual Pension Insurance Company     /s/     Jari Sonninen by proxy     Sampo Life Insurance Company     /s/     Jari Sonninen by proxy     Finnish Industry Investment Ltd.   /s/     Jarkko Viheriävaara by proxy
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         Pekka Eloholma on his own behalf and by proxy on behalf of     Tom Ahlers     Lauri Pesonen     Jarmo Rouhiainen     Tommi Nordberg     Mangus Segercrantz     Antti Metsäranta     Reijo Nikula     Jyrki Nurmi     Fred Granberg     Tapio Vailahti     Jukka Virtamo     Tuovi Henttu     Liisa Varjokallio     Tuula Wäyrynen     Jukka Yliuntinen   /s/     Gemplus Nordic Oy, under formation     /s/     Jean-Francois Schreiber  Chairman     Gemplus International S.A.     /s/     Jean-Francois Schreiber by proxy
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