STOCK
      PURCHASE AGREEMENT

    


    dated
      as
      of October 8, 2008

    


    by
      and
      among

    


    Mandalay
      Media, Inc.,


    


    Jonathan
      Cresswell (a/k/a Jack Cresswell), Nathaniel MacLeitch and the shareholders
      of
      AMV signatories hereto

    


    relating
      to the purchase and sale 

    


    of
      

    


    100%
      of
      the share capital 

    


    of
      

    


    AMV
      Holding Limited 

    


    and
      

    


    80%
      of
      the share capital of Fierce Media Limited


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF CONTENTS

    


    
      	 	 	
              Page

            
	 	 	 
	
              ARTICLE I

            	
              DEFINITIONS

            	
              1

            
	
              1.1

            	
              Definitions

            	
              1

            
	
              1.2

            	
              Interpretation

            	
              10

            
	 	 	 
	
              ARTICLE II

            	
              PURCHASE
                AND SALE

            	
              11

            
	
              2.1

            	
              Purchase
                and Sale of the Shares

            	
              11

            
	
              2.2

            	
              Closing
                Date

            	
              12

            
	
              2.3

            	
              Transactions
                to be Effected at the Closing

            	
              12

            
	
              2.4

            	
              Earn-Out
                Payments

            	
              14

            
	
              2.5

            	
              Sellers’
                Representative

            	
              17

            
	
              2.6

            	
              Closing
                Working Capital.

            	
              19

            
	
              2.7

            	
              Adjustment
                of Purchase Price

            	
              20

            
	
              2.8

            	
              Working
                Capital Following Closing

            	
              21

            
	
              2.9

            	
              Working
                Capital Adjustment

            	
              22

            
	 	 	 
	
              ARTICLE III

            	
              REPRESENTATIONS
                AND WARRANTIES OF THE SELLERS

            	 
	
              3.1

            	
              Authority
                and Enforceability

            	
              23

            
	
              3.2

            	
              The
                Shares.

            	
              23

            
	
              3.3

            	
              Receipt
                of Stock Consideration for Seller’s Own Account

            	
              23

            
	
              3.4

            	
              Accredited
                Investor

            	
              23

            
	
              3.5

            	
              Disclosure
                of Information

            	
              23

            
	
              3.6

            	
              Restricted
                Securities

            	
              24

            
	
              3.7

            	
              Legends

            	
              24

            
	 	 	 
	
              ARTICLE IV

            	
              REPRESENTATIONS
                AND WARRANTIES RELATING
                TO THE ACQUIRED COMPANIES

            	
              24

            
	
              4.1

            	
              Organization
                and Good Standing

            	
              25

            
	
              4.2

            	
              Capitalization

            	
              25

            
	
              4.3

            	
              Subsidiaries
                of the Acquired Companies.

            	
              26

            
	
              4.4

            	
              No
                Conflicts; Consents

            	
              27

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF CONTENTS

    (continued)

    


    
      	 	 	
              Page

            
	 	 	 
	
              4.5

            	
              Financial
                Statements

            	
              27

            
	
              4.6

            	
              No
                Undisclosed Liabilities

            	
              28

            
	
              4.7

            	
              Inventory

            	
              28

            
	
              4.8

            	
              Accounts
                Receivable

            	
              28

            
	
              4.9

            	
              Taxes

            	
              29

            
	
              4.10

            	
              Compliance
                with Law

            	
              34

            
	
              4.11

            	
              Authorizations

            	
              34

            
	
              4.12

            	
              Title
                to Personal Properties

            	
              34

            
	
              4.13

            	
              Condition
                of Tangible Assets

            	
              35

            
	
              4.14

            	
              Real
                Property

            	
              35

            
	
              4.15

            	
              Intellectual
                Property.

            	
              38

            
	
              4.16

            	
              Absence
                of Certain Changes or Events

            	
              41

            
	
              4.17

            	
              Contracts

            	
              43

            
	
              4.18

            	
              Litigation.

            	
              45

            
	
              4.19

            	
              Employee
                Benefits.

            	
              45

            
	
              4.20

            	
              Labor
                and Employment Matters

            	
              46

            
	
              4.21

            	
              Environmental.

            	
              49

            
	
              4.22

            	
              Insurance.

            	
              49

            
	
              4.23

            	
              Product
                Warranty.

            	
              50

            
	
              4.24

            	
              Books
                and Records

            	
              51

            
	
              4.25

            	
              Suppliers
                and Customers

            	
              51

            
	
              4.26

            	
              Brokers
                or Finders

            	
              52

            
	
              4.27

            	
              Bank
                Accounts

            	
              52

            
	
              4.28

            	
              Powers
                of Attorney

            	
              52

            
	
              4.29

            	
              Fierce
                Sale

            	
              52

            
	
              4.30

            	
              Completeness
                of Disclosure

            	
              52

            
	 	 	 
	
              ARTICLE V

            	
              REPRESENTATIONS
                AND WARRANTIES OF BUYER

            	
              52

            
	
              5.1

            	
              Organization
                and Good Standing

            	
              53

            
	
              5.2

            	
              Authority
                and Enforceability

            	
              53

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF CONTENTS

    (continued)

    


    
      	 	 	
              Page

            
	 	 	 
	
              5.3

            	
              No
                Conflicts; Consents

            	
              53

            
	
              5.4

            	
              Litigation

            	
              54

            
	
              5.5

            	
              Purchase
                for Investment

            	
              54

            
	
              5.6

            	
              Availability
                of Funds

            	
              54

            
	
              5.7

            	
              Brokers
                or Finders

            	
              54

            
	
              5.8

            	
              Indebtedness

            	
              55

            
	
              5.9

            	
              Completeness
                of Disclosure

            	
              55

            
	 	 	 
	
              ARTICLE VI

            	
              COVENANTS
                OF SELLERS

            	
              55

            
	
              6.1

            	
              Conduct
                of Business

            	
              55

            
	
              6.2

            	
              Negative
                Covenants

            	
              56

            
	
              6.3

            	
              Access
                to Information

            	
              58

            
	
              6.4

            	
              Resignations

            	
              58

            
	
              6.5

            	
              Release
                of Liens.

            	
              58

            
	
              6.6

            	
              Confidentiality

            	
              58

            
	
              6.7

            	
              Consents

            	
              59

            
	
              6.8

            	
              Notification
                of Certain Matters

            	
              59

            
	
              6.9

            	
              [INTENTIONALLY
                LEFT BLANK].

            	
              59

            
	
              6.10

            	
              Insurance.

            	
              60

            
	
              6.11

            	
              No
                Solicitation of Other Proposals

            	
              60

            
	
              6.12

            	
              Change
                inYear End.

            	
              61

            
	
              6.13

            	
              Financial
                Statements

            	
              61

            
	
              6.14

            	
              Directors’
                Accounts

            	
              62

            
	 	 	 
	
              ARTICLE VII

            	
              COVENANTS
                OF BUYER AND SELLERS

            	
              62

            
	
              7.1

            	
              Regulatory
                Approvals.

            	
              62

            
	
              7.2

            	
              Public
                Announcements

            	
              62

            
	
              7.3

            	
              Tax
                Matters

            	
              62

            
	
              7.4

            	
              Further
                Assurances

            	
              63

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF CONTENTS

    (continued)

    


    
      	 	 	
              Page

            
	 	 	 
	
              7.5

            	
              Key
                Man Life Insurance

            	
              63

            
	
              7.6
                

            	
              Board
                Observer Rights

            	
              63

            
	
              7.7
                

            	
              Rule
                144 Sales

            	
              63

            
	
              7.8
                

            	
              AMV
                Options

            	
              63

            
	
              7.9
                

            	
              Drag-Along

            	
              64

            
	 	 	 
	
              ARTICLE VIII

            	
              CONDITIONS
                TO CLOSING

            	
              64

            
	
              8.1

            	
              Conditions
                to Obligations of Buyer and Sellers

            	
              64

            
	
              8.2

            	
              Conditions
                to Obligation of Buyer

            	
              64

            
	
              8.3

            	
              Conditions
                to Obligation of Sellers

            	
              67

            
	 	 	 
	
              ARTICLE IX

            	
              TERMINATION

            	
              68

            
	
              9.1

            	
              Termination

            	
              68

            
	
              9.2

            	
              Effect
                of Termination

            	
              69

            
	
              9.3

            	
              Remedies

            	
              69

            
	 	 	 
	
              ARTICLE X

            	
              INDEMNIFICATION

            	
              70

            
	
              10.1

            	
              Survival.

            	
              70

            
	
              10.2

            	
              Indemnification
                by Sellers

            	
              70

            
	
              10.3

            	
              Indemnification
                by Buyer

            	
              72

            
	
              10.4

            	
              Indemnification
                Procedure for Third Party Claims

            	
              72

            
	
              10.5

            	
              Indemnification
                Procedures for Non-Third Party Claims

            	
              75

            
	
              10.6

            	
              [INTENTIONALLY
                LEFT BLANK]

            	
              75

            
	
              10.7

            	
              Contingent
                Claims

            	
              75

            
	
              10.8

            	
              Effect
                of Investigation; Waiver.

            	
              75

            
	
              10.9

            	
              Tax
                Indemnification

            	
              76

            
	
              10.10

            	
              Procedures
                Relating to Indemnification of Tax Claims

            	
              79

            
	
              10.11

            	
              Tax
                Treatment of Indemnification Payments

            	
              80

            
	
              10.12

            	
              Other
                Rights and Remedies Not Affected

            	
              80

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    TABLE
      OF CONTENTS

    (continued)

    


    
      	 	 	
              Page

            
	 	 	 
	
              ARTICLE XI

            	
              MISCELLANEOUS

            	
              80

            
	
              11.1

            	
              Notices

            	
              80

            
	
              11.2

            	
              Amendments
                and Waivers

            	
              81

            
	
              11.3

            	
              Expenses

            	
              81

            
	
              11.4

            	
              Successors
                and Assigns

            	
              81

            
	
              11.5

            	
              Governing
                Law

            	
              82

            
	
              11.6

            	
              Arbitration

            	
              82

            
	
              11.7

            	
              Counterparts

            	
              82

            
	
              11.8

            	
              Third
                Party Beneficiaries

            	
              82

            
	
              11.9

            	
              Entire
                Agreement

            	
              83

            
	
              11.10

            	
              Captions

            	
              83

            
	
              11.11

            	
              Severability

            	
              83

            
	
              11.12

            	
              Specific
                Performance

            	
                

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    STOCK
      PURCHASE AGREEMENT

    


    STOCK
      PURCHASE AGREEMENT, dated as of October 8, 2008 (the "Agreement"),
      by
      and among Mandalay Media, Inc., a Delaware corporation ("Buyer"),
      Jonathan Cresswell (a/k/a Jack Cresswell) (“Cresswell”),
      Nathaniel MacLeitch (“MacLeitch”,
      and
      together with Cresswell, the " Founding
      Sellers")
      and
      the shareholders of AMV signatories hereto (collectively, the “Non-Founding
      Sellers”).
      

     

    WHEREAS,
      the Sellers, at Closing, shall collectively be the registered and beneficial
      owners of 100% of the issued and outstanding share capital, £0.001 par value per
      share (the “AMV Shares”),
      of
      AMV Holding Limited (registered in England and Wales under company number
      05811953), whose registered office is at 65 High Street, Marlow, SL7 1AB
      ("AMV");
      and

     

    WHEREAS,
      the Founding Sellers are collectively the registered and beneficial owners
      of
      80% of the issued and outstanding share capital, £0.001 par value per share (the
“Fierce Shares”,
      and
      together with the AMV Shares, the “Shares”),
      of
      Fierce Media Limited (registered in England and Wales under company number
      06467675), whose registered office is at 65 High Street, Marlow, SL7 1AB
      ("Fierce",
      and
      together with AMV, the “Acquired
      Companies”);
      and

     

    WHEREAS,
      Founding Sellers and the Non-Founding Sellers desire to sell the Shares, each
      in
      the amounts set forth opposite his name on Schedule
      A,
      to
      Buyer, and Buyer desires to purchase the Shares from each of the Founding
      Sellers and Non-Founding Sellers as set forth on Schedule
      A,
      upon
      the terms and subject to the conditions set forth in this Agreement;
      and

     

    WHEREAS,
      at Closing, the Option Holder Sellers and Tim Parsons shall sell the shares
      of
      capital stock of AMV that each will own at the time of Closing, each in the
      amounts set forth opposite his name on Schedule
      A,
      to
      Buyer, and Buyer desires to purchase such shares of capital stock of AMV from
      each of the Option Holder Sellers as set forth on Schedule
      A,
      upon
      the terms and subject to the conditions set forth in this
      Agreement.

     

    NOW,
      THEREFORE, in consideration of the foregoing premises and the respective
      representations and warranties, covenants and agreements contained herein,
      the
      parties hereto agree as follows: 

     

    ARTICLE
      I

    


    DEFINITIONS 


     

    1.1 Definitions.
      When
      used in this Agreement, the following terms shall have the meanings assigned
      to
      them in this Section 1.1,
      or in
      the applicable Section of this Agreement to which reference is made in this
      Section 1.1.

     

    “AAA”
has
      the
      meaning set forth in Section 11.6 hereof. 


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    "Acquired
      Companies"
      has the
      meaning set forth in the recitals hereto.

     

    "Acquired
      Company Owned Intellectual Property"
      has the
      meaning set forth in Section 4.15(b) hereof.

     

    "Acquired
      Company Registered Items"
      has the
      meaning set forth in Section 4.15(f) hereof.

     

    "Acquisition"
      has the
      meaning set forth in Section 2.1 hereof.

     

    “Acquisition
      Proposal”
has
      the
      meaning set forth in Section 6.11 hereof

     

    "Action"
      has the
      meaning set forth in Section 4.18(a) hereof.

     

    "Actual
      Tax Liability"
      means
      any liability of any of the Seller Companies to make a payment of or in respect
      of Tax whether or not presently payable, whether satisfied or unsatisfied at
      Closing, whether or not the same is primarily payable by any of the Acquired
      Companies or the Buyer and whether or not any of the Acquired Companies or
      the
      Buyer has, or may have, any right of reimbursement against any other person
      or
      persons.

     

    "Affiliate"
      means,
      with respect to any specified Person, any other Person directly or indirectly
      controlling, controlled by or under common control with such specified
      Person.

     

    "Agreement"
      has the
      meaning set forth in the preamble above.

     

    “AMV”
has
      the
      meaning set forth in the preamble above.

     

    “AMV
      Shares”
has
      the
      meaning set forth in the preamble above.

     

    "Applicable
      Survival Period"
      has the
      meaning set forth in Section 10.1(d) hereof.

     

    "ASB"
      means
      the Accounting Standards Board Limited, a company registered in England and
      Wales (registered number 2526824), or such other body prescribed by the
      Secretary of State from time to time pursuant to the Companies
      Acts.

     

    “A
      Shares”
has
      the
      meaning set forth in Section 4.2 hereof. 

     

    "Audited
      Financial Statements"
      has the
      meaning set forth in Section 4.5 hereof.

     

    "Authorization"
      means
      any franchise, license, approval, consent, permit or registration of any
      Governmental Entity or pursuant to any Law.

     

    "Balance
      Sheet"
      has the
      meaning set forth in Section 4.5 hereof.

     

    "Balance
      Sheet Date"
      has the
      meaning set forth in Section 4.5 hereof.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    "Business
      Day"
      means a
      day other than a Saturday, Sunday or other day on which banks located in New
      York City are authorized or required by Law to close.

     

    "Buyer"
      has the
      meaning set forth above.

     

    “Buyer
      Common Stock”
has
      the
      meaning set forth in Section 2.1(b)

     

    "Buyer
      Disclosure Schedule"
      has the
      meaning set forth in the preamble to Article V hereof.

     

    "Buyer
      Indemnitees"
      has the
      meaning set forth in Section 10.2(a) hereof.

     

    “Buyer
      SEC Reports”
has
      the
      meaning set forth in Section 5.6(a) hereof.

     

    “Buyer’s
      Tax Relief”
means
      (a) any Relief arising to the Buyer, (b) any Relief arising as a consequence
      of,
      or by reference to, an Event occurring (or deemed to have occurred) or income
      earned after the Balance Sheet Date, and (c) any Relief the availability of
      which was taken into account in the Balance Sheet.

     

    "Capital
      Stock"
      means
      (a) in the case of a corporation, its share capital, (b) in the case
      of a partnership or limited liability company, its partnership or membership
      interests or units (whether general or limited), and (c) any other interest
      that confers on a Person the right to receive a share of the profits and losses
      of, or distribution of assets, of the issuing entity.

     

    “Cash
      Consideration”
has
      the
      meaning set forth in Section 2.1(a).

     

    "Charter
      Documents"
      means,
      with respect to any entity, the certificate of incorporation, articles of
      association, the articles of incorporation, by-laws, articles of organization,
      limited liability company agreement, partnership agreement, formation agreement,
      joint venture agreement or other similar organizational documents of such entity
      (in each case, as amended).

     

    "Closing"
      has the
      meaning set forth in Section 2.2 hereof.

     

    "Closing
      Date"
      has the
      meaning set forth in Section 2.2 hereof.

     

    "Closing
      Working Capital"
      has the
      meaning set forth in Section 2.6(a) hereof.

     

    "Closing
      Working Capital Statement"
      has the
      meaning set forth in Section 2.6(a) hereof.

     

    "Companies
      Act"
      means
      the applicable provisions of the Companies Act 1985 and the Companies Act 2006
      from time to time in force and as they are supplemented and
      amended.

     

    “Company
      Representatives”
has
      the
      meaning set forth in Section 6.11(a) hereof.

     

    "Consents"
      has the
      meaning set forth in Section 6.7.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    "Contract"
      means
      any agreement, contract, commitment, arrangement or understanding, written
      or
      oral.

     

    "Copyrights"
      has the
      meaning set forth in Section 4.15(a) hereof.

     

    "Deficit
      Amount"
      has the
      meaning set forth in Section 2.7(a) hereof.

     

    “Drag-Along”
has
      the
      meaning set forth in Section 7.9 hereof. 

     

    “Earn-Out
      Payment”
has
      the
      meaning set forth in Section 2.4(c) hereof.

     

    “Earn-Out
      Period”
has
      the
      meaning set forth in Section 2.4(c) hereof.

     

    “Earn-Out
      Term”
has
      the
      meaning set forth in Section 2.4(c) hereof. 

     

    “Earn-Out
      Worksheet”
has
      the
      meaning set forth in Section 2.4(a) hereof.

     

    “EBITDA”
has
      the
      meaning set forth in Section 2.4(a) hereof.

     

    “Effective
      Tax Liability”
means
      (a) the Non-availability in whole or in part of any Relief which has been taken
      into account in preparing the Balance Sheet (in which case the value of the
      Effective Tax Liability shall be the amount of the repayment which is not
      available if the relevant Relief is a right to repayment of Tax and, in any
      other case, the amount of Tax which would not have been payable but for the
      Non-availability of the Relief), and (b) the utilisation or set-off of any
      Buyer's Tax Relief against any Tax or against income, profits or gains in
      circumstances where but for such utilisation or set-off an Actual Tax Liability
      would have arisen in respect of which the Sellers would have been liable to
      the
      Buyer under Section 10.9 (in which case the value of the Effective Tax Liability
      shall be the amount of Tax saved by such utilisation or set-off).

     

    "Employment
      Agreements"
      has the
      meaning set forth in Section 4.20(a) hereof.

     

    “English
      Law”
means
      the laws of England and Wales.

     

    "Equity
      Securities"
      means
      (a) shares of Capital Stock, and (b) options, warrants, purchase
      rights, subscription rights, conversion rights, exchange rights or other
      Contracts that, directly or indirectly, could require the issuer thereof to
      issue, sell or otherwise cause to become outstanding shares of Capital Stock.
      

     

    “Excess
      Amount”
has
      the
      meaning set forth in Section 2.7(a) hereof.

     

    “Fierce”
has
      the
      meaning set forth in the preamble above.

     

    “Fierce
      Sale”
has
      the
      meaning set forth in Section 4.29 hereof.

     

    “Fierce Shares”
has
      the
      meaning set forth in the preamble above. 

     

    "Final
      Closing Working Capital"
      has the
      meaning set forth in Section 2.7(a) hereof.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    "Final
      Determination"
      means
      (a) a decision, judgment, decree or other order by any court of competent
      jurisdiction, which decision, judgment, decree or other order has become final
      after all allowable appeals by either party to the action have been exhausted
      or
      the time for filing such appeals has expired and is not subject to further
      review or modification, (b) a closing agreement entered into under Section
      7121
      of the Code or any other settlement or other agreement entered into in
      connection with an administrative or judicial proceeding, (c) execution of
      an Internal Revenue Service Form 870-AD, or (d) the expiration of the time
      for
      instituting suit with respect to a claimed deficiency.

     

    "Final
      Working Capital"
      has the
      meaning set forth in Section 2.9(a) hereof.

     

    "Financial
      Statements"
      has the
      meaning set forth in Section 4.5 hereof.

     

    “Financing”
has
      the
      meaning set forth in Section 8.2(i) hereof. 

     

    “Founding
      Sellers”
has
      the
      meaning set forth in the preamble above. 

     

    "Governmental
      Entity"
      means
      any entity or body exercising executive, legislative, judicial, regulatory
      or
      administrative functions of or pertaining to United Kingdom or United States
      federal, state, local, or municipal government or foreign, international,
      multinational or other government, including any department, commission, board,
      agency, bureau, official or other regulatory, administrative or judicial
      authority thereof.

     

    “Health
      Plan”
means
      the Acquired Companies’ HSBC Health Cash Plan.

     

    "Indebtedness"
      means
      any of the following: (a) any indebtedness for borrowed money, (b) any
      obligations evidenced by bonds, debentures, notes or other similar instruments,
      (c) any obligations to pay the deferred purchase price of property or services,
      except trade accounts payable and other current liabilities arising in the
      Ordinary Course of Business, (d) any obligations as lessee under capitalized
      leases, (e) any indebtedness created or arising under any conditional sale
      or
      other title retention agreement with respect to acquired property, (f) any
      obligations, contingent or otherwise, under bankers acceptance, letters of
      credit or similar facilities, and (g) any guaranty of any of the
      foregoing.

     

    "Indemnitee"
      means
      any Person which is seeking indemnification from an Indemnitor pursuant to
      the
      provisions of this Agreement.

     

    "Indemnitor"
      means
      any party hereto from which any Indemnitee is seeking indemnification pursuant
      to the provisions of this Agreement.

     

    "Independent
      Expert"
      has the
      meaning set forth in Section 2.6(c) hereof.

     

    "Intellectual
      Property"
      has the
      meaning set forth in Section 4.15(a) hereof.

     

    "Intellectual
      Property Rights"
      has the
      meaning set forth in Section 4.15(a) hereof.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    "Interim
      Balance Sheet"
      has the
      meaning set forth in Section 4.5 hereof.

     

    "Interim
      Balance Sheet Date"
      has the
      meaning set forth in Section 4.5 hereof.

     

    "Interim
      Financial Statements"
      has the
      meaning set forth in Section 4.5 hereof.

     

    "Knowledge"
      of
      Sellers or any similar phrase means, with respect to any fact or matter, the
      actual knowledge of Cresswell, MacLeitch and Marcus King, together with such
      knowledge that such persons could be expected to discover after reasonable
      investigation concerning the existence of the fact or matter in
      question.

     

    "Law"
      means
      any statute, law (including common law), constitution, treaty, ordinance, code,
      order, decree, judgment, rule, regulation and any other binding requirement
      or
      determination of any Governmental Entity. 

     

    "Leased
      Real Property"
      has the
      meaning set forth in Section 4.14(a) hereof.

     

    "Letter
      of Intent"
      has the
      meaning set forth in Section 6.3 hereof.

     

    "Liabilities"
      has the
      meaning set forth in Section 4.7 hereof.

     

    "Lien"
      means,
      with respect to any property or asset, any mortgage, lien, pledge, debenture,
      charge, rent charge, security interest or other encumbrance securing the
      repayment of monies or other obligation or liability of the Acquired Companies
      or any of their Subsidiaries in respect of such property or asset.

     

    "Losses"
      has the
      meaning set forth in Section 10.2(a) hereof.

     

    "Marks"
      has the
      meaning set forth in Section 4.15(a) hereof.

     

    "Material
      Contracts"
      has the
      meaning set forth in Section 4.17(b) hereof.

     

    "Minor
      Contracts"
      has the
      meaning set forth in Section 4.17(f) hereof.

     

    “Nine-Month
      Closing Working Capital Statement”
has
      the
      meaning set forth in Section 2.8(a) hereof. 

     

    “Nine-Month
      Working Capital”
has
      the
      meaning set forth in Section 2.8(a) hereof. 

     

    "Non-availability"
      means
      loss, reduction, modification, cancellation, non-availability or
      non-existence.

     

    "Noncompetition
      Period"
      has the
      meaning set forth in Section 6.9(a) hereof.

     

    "Nondisclosure
      Agreements"
      has the
      meaning set forth in Section 4.15(i) hereof.

     

    “Note”
has
      the
      meaning set forth in Section 2.1(c) hereof. 

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    "Notice
      of Claim"
      has the
      meaning set forth in Section 10.4(a) hereof.

     

    "Notice
      of Objection"
      has the
      meaning set forth in Section 2.6(b) hereof.

     

    “Observer”
has
      the
      meaning set forth in Section 7.6 hereof.

     

    “Option
      Holder Sellers”
means
      the Option Holders of AMV who have delivered their shares of capital stock
      of
      AMV to Buyer at Closing pursuant to the provisiosn of Sections 7.8, 7.9, 8.2(s)
      and 8.2(t). 

     

    “Ordinary
      Course of Business” means
      an
      action taken by a Person only if that action is consistent in the nature, scope
      and magnitude with the past practices of such Person and is taken in the
      ordinary course of the normal, day-to-day operations of such person.


     

    “Other
      Interests in Real Property”
has
      the
      meaning set forth in Section 4.14(a) hereof.

     

    "Owned
      Real Property"
      has the
      meaning set forth in Section 4.14(a) hereof.

     

    "Patents"
      has the
      meaning set forth in Section 4.15(a) hereof.

     

    “Permit”
means
      any permit, licenses, registrations or other authorization by any Governmental
      Entity.

     

    "Person"
      means
      an individual, a corporation, a partnership, a limited liability company, a
      trust, an unincorporated association, a Governmental Entity or any agency,
      instrumentality or political subdivision of a Governmental Entity, or any other
      entity or body.

     

    "Policies"
      has the
      meaning set forth in Section 4.22(a) hereof.

     

    "Products"
      has the
      meaning set forth in Section 4.23(a) hereof.

     

    "Proprietary
      Information
      " has
      the meaning set forth in Section 4.15(a) hereof.

     

    "Purchase
      Price"
      has the
      meaning set forth in Section 2.1 hereof.

     

    "Real
      Property"
      has the
      meaning set forth in Section 4.14(a) hereof.

     

    "Relevant
      Group"
      means
      any affiliated, combined, consolidated, unitary or similar group of which any
      Seller Company is or was a member.

     

    "Relief"
      means
      any loss, allowance, credit, relief, deduction, exemption or set-off from or
      against or in respect of Tax or any right to a repayment of Tax.

     

    "Representatives"
      has the
      meaning set forth in Section 6.3 hereof.

     

    "Review
      Period"
      has the
      meaning set forth in Section 2.6(b) hereof.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    “SEC”
has
      the
      meaning set forth in Section 5.4(a) hereof.

     

    “Second
      Notice of Objection”
has
      the
      meaning set forth in Section 2.8(b) hereof.

     

    “Second
      Review Period”
has
      the
      meaning set forth in Section 2.8(b) hereof.

     

    “Section
      2.4(b) Accountants”
has
      the
      meaning set forth in Section 2.4(b) hereof.

     

    “Section
      2.4(b) Notice”
has
      the
      meaning set forth in Section 2.4(b) hereof. 

     

    “Securities
      Act”
has
      the
      meaning set forth in Section 3.4 hereof.

     

    "Seller
      Company"
      means
      the Acquired Companies and each of the Subsidiaries of the Acquired Companies,
      and "Seller
      Companies"
      means,
      collectively, the Acquired Companies and all such Subsidiaries.

     

    "Seller
      Disclosure Schedule"
      has the
      meaning set forth in the preamble to Article IV hereof.

     

    "Seller
      Indemnitees"
      has the
      meaning set forth in Section 10.3(a) hereof.

     

    “Sellers”
means,
      collectively, the Founding Sellers, the Non-Founding Sellers and the Option
      Holder Sellers. 

     

    “Sellers’
      Representative”
has
      the
      meaning set forth in Section 2.5(a) hereof.

     

    "Shares"
      has the
      meaning set forth in the recitals hereto.

     

    “Stock
      Consideration”
has
      the
      meaning set forth in Section 2.1(b) hereof.

     

    “Stub
      Period Adjustment”
has
      the
      meaning set forth in Section 2.6(a) hereof. 

     

    "Subsidiary"
      or
      "Subsidiaries"
      means,
      with respect to any party, any corporation or other organization, of which
      (a)
      such party or any other Subsidiary of such party is a general partner (excluding
      partnerships, the general partnership interests of which held by such party
      or
      any Subsidiary of such party do not have a majority of the voting interest
      in
      such partnership), or (b) at least a majority of the securities or other
      interests having by their terms ordinary voting power to elect a majority of
      the
      board of directors or others performing similar functions with respect to such
      corporation or other organization is directly or indirectly owned or controlled
      by such party and/or by any one or more of their Subsidiaries.

     

    "Subsidiary
      Shares"
      has the
      meaning set forth in Section 4.3(b) hereof.

     

    "Tax"
      or
      "Taxes"
      means
      any and all local or foreign net or gross income, gross receipts, net proceeds,
      sales, use, ad valorem, value added, franchise, bank shares, withholding,
      payroll, employment, excise, property, deed, stamp, alternative or add-on
      minimum, environmental, profits, windfall profits, transaction, license, lease,
      service, service use, occupation, severance, energy, unemployment, social
      security, worker's compensation, capital, premium, and other taxes, assessments,
      customs, duties, fees, levies, or other governmental charges of any nature
      whatever, whether disputed or not, together with any interest, penalties,
      additions to tax, or additional amounts with respect thereto,
      whether
      of the United States of America, the United Kingdom or elsewhere.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    "Taxes
      Act"
      means
      the Income and Corporation Taxes Act 1988.

     

    "Taxing
      Authority"
      means
HM
      Revenue & Customs
      and any
      other Governmental Entity responsible for the administration
      or
      collection of any Tax.

     

    "Tax
      Claim"
      means
      any written claim with respect to Taxes made by any Taxing Authority or other
      Person that, if pursued successfully, could serve as the basis for a claim
      in
      respect of Tax by the Buyer under this Agreement.

     

    "Tax
      Returns"
      means
      any return, computation, declaration, report, claim for refund, or information
      return or statement relating to Taxes, including any schedule or attachment
      thereto, and including any amendment thereof.

     

    1.1  “Tax
      Statute”
means
      any primary or secondary statute, instrument, enactment, order, law, by-law,
      or
      regulation making any provision for or in relation to Tax whether of the United
      States of America, the United Kingdom or elsewhere.

     

    1.2  “Tax Withholding”
has
      the
      meaning set forth in Section 2.1(a) hereof.

     

    "Third
      Party Claim"
      has the
      meaning set forth in Section 10.4(a) hereof.

     

    "Third
      Party Defense"
      has the
      meaning set forth in Section 10.4(b) hereof.

     

    "Transfer
      Taxes"
      means
      sales, use, transfer, real property transfer, recording, documentary, stamp,
      registration and stock transfer taxes and fees.

     

    "TUPE"
      means
      the Transfer of Undertakings (Protection of Employment) Regulations
      2006.

     

    "UK
      GAAP"
      shall
      mean generally accepted accounting practices, principles and standards in
      compliance with all applicable laws in the United Kingdom including without
      limitation the legal principles set out in the Companies Acts, rulings and
      abstracts of the ASB and guidelines, conventions, rules and procedures of
      accounting practice in the United Kingdom which are regarded as permissible
      by
      the ASB.

     

    "US
      GAAP"
      shall
      mean generally accepted accounting practices, principles and standards in
      compliance with all applicable laws in the United States.

     

    “ValueAct”
has
      the
      meaning set forth in Section 5.8 hereof.

     

    “ValueAct
      Note”
has
      the
      meaning set forth in Section 5.8 hereof.

     

    “VAT”
      means
      value added tax.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    “VATA”
means
      the Value Added Tax Act 1994.

     

    "Work
      Product Agreements"
      has the
      meaning set forth in Section 4.15(j) hereof.

     

    "Working
      Capital"
      shall
      mean current assets (including any amounts received by AMV from Option Holder
      Sellers in connection with the exercise of their options subsequent to September
      30, 2008) less current liabilities as defined under UK GAAP, including without
      limitation amounts to be paid in connection with corporation tax on the profit
      for the period and unpaid amounts from prior periods, any bank borrowings and
      any other liabilities which are payable within one year from the date of
      Closing. 

     

    "$"
      means
      United States dollars.

     

    “£”
means
      English pounds.

     

    1.2 Interpretation.

     

    (a) The
      meaning assigned to each term defined herein shall be equally applicable to
      both
      the singular and the plural forms of such term and vice versa, and words
      denoting either gender shall include both genders as the context requires.
      Where
      a word or phrase is defined herein, each of its other grammatical forms shall
      have a corresponding meaning.

     

    (b) The
      terms
      "hereof", "herein" and "herewith" and words of similar import shall, unless
      otherwise stated, be construed to refer to this Agreement as a whole and not
      to
      any particular provision of this Agreement.

     

    (c) When
      a
      reference is made in this Agreement to an Article, Section, paragraph, Exhibit
      or Schedule, such reference is to an Article, Section, paragraph, Exhibit or
      Schedule to this Agreement unless otherwise specified.

     

    (d) The
      word
      "include", "includes", and "including" when used in this Agreement shall be
      deemed to by the words "without limitation", unless otherwise
      specified.

     

    (e) A
      reference to any party to this Agreement or any other agreement or document
      shall include such party's predecessors, successors and permitted
      assigns.

     

    (f) Reference
      to any Law means such Law as amended, modified, codified, replaced or reenacted,
      and all rules and regulations promulgated thereunder.

     

    (g) The
      parties have participated jointly in the negotiation and drafting of this
      Agreement. Any rule of construction or interpretation otherwise requiring this
      Agreement to be construed or interpreted against any party by virtue of the
      authorship of this Agreement shall not apply to the construction and
      interpretation hereof. 

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      II

     

    PURCHASE
      AND SALE

     

    2.1 Purchase
      and Sale of the Shares.
      At the
      Closing, upon the terms and subject to the conditions of this Agreement, each
      of
      the Sellers shall sell to Buyer in the amounts set forth opposite his name
      on
Schedule
      A,
      which
      Schedule shall be delivered to Buyer prior to Closing, and Buyer agrees to
      purchase from Sellers, the Shares free and clear of all Liens. The aggregate
      purchase price to be paid to the Sellers’ Representative on behalf of the
      Sellers by Buyer hereunder (the "Purchase
      Price"),
      shall
      consist of the following: 

     

    (a) $5,375,000
      in cash, subject to adjustment as provided herein (the “Cash
      Consideration”),
      of
      which (i) the exercise price of the AMV Options being exercised by the Option
      Holder Sellers pursuant to Sections 7.8 and 8.2(s) shall be paid to AMV as
      consideration for such Option Holder Seller’s exercise of such options, and
      shall be deducted from the amount of Cash Consideration otherwise payable to
      such Option Holder Seller, and be treated for all purposes under this Agreement
      as having been paid to the person to whom such amounts would otherwise have
      been
      paid; and (ii) an amount equal to the maximum taxation liability that would
      be
      incurred with respect to the payment of the Cash Consideration to any Option
      Holder Sellers under applicable Tax laws (the “Tax Withholding”)
      (in
      the amounts set forth next to such Option Holder Sellers’ names, as set forth on
Schedule
      2.1(a)(ii)),
      shall
      be delivered to AMV and held by AMV in a separate account. The amount of the
      Tax
      Withholding shall be deducted from the amount of the Cash Consideration
      otherwise payable to the applicable Seller, and treated for all purposes under
      this Agreement as having been paid to the person to whom such amounts would
      otherwise have been paid. Such amounts shall be held by AMV and subsequently
      delivered by AMV to the applicable taxing authority or Seller, as applicable,
      upon clarification or resolution of any potential tax liability or,
      alternatively, upon receipt of a definitive opinion from a recognized United
      Kingdom taxation expert that the time period during which the valuation of the
      AMV EMI share option plan could be disputed has elapsed. 

     

    (b) 4,500,000
      fully paid non-assessable shares of common stock of Buyer (the “Buyer
      Common Stock”),
      par
      value $0.0001 per share (the “Stock
      Consideration”);
      

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    (c) a
      secured
      promissory note in the aggregate original principal amount of $5,375,000,
      substantially in the form attached hereto as Exhibit
      A
      and
      issued to the Sellers’ Representative (the “Note”),
      the
      repayment of which with respect to the payments otherwise payable to Marcus
      King
      and Dan Boss shall be reduced by the amount of Tax Withholding to be withheld
      with respect to each of Marcus King and Dan Boss (except to the extent already
      so withheld), as required to satisfy the taxation liability of such persons
      (as
      set forth on Schedule
      2.1(c)),
      pursuant to Section 2.1(a)(ii). The Sellers’ Representative shall be responsible
      for directing the distribution of the Note proceeds to the Sellers (pro-rata
      in
      proportion to each Seller’s interest after giving effect to the Tax Withholding)
      and the Buyer shall be entitled to fully rely on such directions;
      and

    


    (d) subject
      to the limitations set forth herein, the earn-out amounts, if any, as determined
      in accordance with the provisions of Section 2.6. 

    


    The
      Purchase Price shall be paid as provided in Section 2.3 and shall be
      subject to adjustment as provided herein. The purchase and sale of the Shares
      is
      referred to in this Agreement as the "Acquisition".

    


    2.2 Closing
      Date.
      The
      closing of the Acquisition (the "Closing")
      shall
      take place at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
      P.C., 666 Third Avenue, New York, New York 10017, as soon as possible, but
      in no
      event later than five Business Days after satisfaction (or waiver as provided
      herein) of the conditions set forth in Article VIII (other than those
      conditions that by their nature will be satisfied at the Closing), or such
      other
      place, time and date as Buyer and Sellers may agree. The date on which the
      Closing occurs is referred to in this Agreement as the "Closing
      Date."

     

    2.3 Transactions
      to be Effected at the Closing.

     

    (a) At
      the
      Closing Buyer shall deliver:

     

    (i) to
      Sellers’ Representative on behalf of each Seller, the Cash Consideration (less
      the sums set forth in Section 2.1(a)), in the amounts set forth on Schedule
      A,
      in
      immediately available funds by wire transfer to an account of Sellers’
Representative designated in writing by Sellers’ Representative to Buyer no
      later than three Business Days prior to the Closing Date;

     

    (ii) to
      each
      Seller, duly executed stock certificates (or an irrevocable instruction letter
      to the Buyer’s transfer agent) for the shares of Buyer Common Stock representing
      each Seller’s proportionate share of the Stock Consideration, in the amounts set
      forth on Schedule
      A;
      

     

    (iii) to
      Sellers’ Representative, the Note; and 

     

    (iv) to
      AMV,
      an amount equal to the Tax Withholding; and

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    (v) all
      other
      documents, instruments or certificates required to be delivered by Buyer at
      or
      prior to the Closing pursuant to this Agreement.

     

    (b) At
      the
      Closing Sellers shall deliver to Buyer:

     

    (i)  duly
      completed and executed transfers of the Shares in favour of the Buyer or as
      it
      directs; 

     

    (ii) certificates
      for the Shares
      or an
      indemnity in the form reasonably required by Buyer for any lost
      certificates;

     

    (iii) (A)
      the
      resignations of all persons, other than the Founding Sellers, as directors
      of
      the Acquired Companies and their Subsidiaries and the secretary of the Acquired
      Companies and their Subsidiaries in the agreed form from their respective
      offices and employment in the Acquired Companies and their Subsidiaries
      containing a written acknowledgement under seal from each of them that he has
      no
      claim against the relevant Acquired Company or its Subsidiary on any grounds
      whatsoever, and (B) the appointment of three of Buyer’s nominees to serve as
      directors of AMV and each of its Subsidiaries; 

     

    (iv) Form
      288a’s and 288b’s in respect of appointments and resignations of officers of
the
      Acquired Companies or their Subsidiaries;

     

    (v) the
      certificate of incorporation, any certificate or certificates of incorporation
      on change of name, any common seal, all statutory books duly completed up to
      Closing, all share certificate books (with any unissued share certificates),
      copies of the up to date memorandum and articles of association and all existing
      Companies House electronic filing company authentication codes of the Acquired
      Companies or any of their Subsidiaries;

     

    (vi) all
      title
      deeds and documents (including plans and consents) relating to the Real Property
      occupied by the Acquired Companies or any of their Subsidiaries;

     

    (vii) the
      appropriate forms to amend all existing bank mandates and authorities of the
      Acquired Companies or any of their Subsidiaries;

     

    (viii) bank
      statements in respect of each account of the Acquired Companies as at the close
      of business on the last Business Day prior to the Closing Date, together with
      in
      each case a reconciliation statement prepared by the Seller to show the position
      at the Closing Date;

     

    (ix) evidence
      to the satisfaction of the Buyer that all debts and accounts between the Sellers
      and any Affiliates of the Sellers (on the one hand) and the Acquired Companies
      (on the other hand) have been fully paid and settled;

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    (x) all
      other
      documents and instruments reasonably necessary to vest in Buyer all of Sellers’
right, title and interest in and to the Shares, with full title guarantee under
      English Law, free and clear of all Liens; and

     

    (x) all
      other
      documents, instruments or certificates reasonably required to be delivered
      by
      Sellers at or prior to the Closing pursuant to this Agreement.

     

    (c) At
      the
      Closing, a board meeting of each of the Acquired Companies and their
      Subsidiaries shall be duly convened and held at which, with effect from
      Closing:

     

    (i) the
      transfers referred to in Section 2.3(b)(i) shall (subject to stamping) be
      approved and registered; 

     

    (ii) such
      persons as the Buyer may nominate shall be appointed as directors and as the
      secretary of the Acquired Companies and their Subsidiaries and the resignations
      referred to in clause 2.3(b)(iii) shall be submitted and accepted;

     

    (iii) all
      authorities to the bankers of the Acquired Companies and their Subsidiaries
      relating to bank accounts shall be revoked and new authorities to such persons
      as the Buyer may nominate shall be given to operate the same;

     

    (iv) the
      registered office of the Acquired Companies and their Subsidiaries shall be
      changed to such address as the Buyer shall specify; and

     

    (v) the
      accounting reference date of the Acquired Companies and their Subsidiaries
      shall
      be changed to such date as the Buyer shall specify.

     

    2.4 Earn-Out
      Payments. (a)
      Delivery
      of Financial Information.
      Within
      90 days after the last Business Day of each Earn-Out Period (as defined below),
      Buyer shall deliver to Sellers’ Representative (at Buyer’s cost and expense) a
      worksheet (the “Earn-Out
      Worksheet”)
      prepared by AMV’s accountants or Buyer’s accountants (or its designee), setting
      forth Buyer’s determination of earnings before interest, tax, depreciation and
      amortization (each measured in accordance with UK GAAP) as determined from
      the
      Seller Companies’ historical financial statements consistent with past practice
      (“EBITDA”).
      Notwithstanding the foregoing, the determination of EBITDA for any Earn-Out
      Period shall be made using the following guidelines: (i) except as set forth
      below, any profits, losses or other items relating to Fierce shall be excluded
      from the EBITDA determination, (ii) any payments or management charges made
      by
      AMV at the written direction of Buyer or the board of directors of AMV, which
      are outside of the normal course of operations of AMV shall be excluded from
      the
      EBITDA determination, and/or (iii) any revenue from any source, except as
      contemplated by the parties, other than the existing business of the Acquired
      Companies on the date hereof shall not be included in the EBITDA determination.
      Subject to execution of a Non-Disclosure Agreement in customary form, Sellers
      shall have the right, at Sellers’ expense, during each Earn-Out Period, at
      reasonable times and upon reasonable notice, to examine, and to have the
      Sellers’ Representative and their advisors examine, the books and records of the
      Seller Companies to determine whether the calculation and payment of the
      Earn-Out Payment are being conducted in accordance with the provisions of this
      Agreement. 

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    (b) Disputes
      Regarding Earn-Out Worksheet.
      In the
      event that Sellers dispute any amounts reflected on any Earn-Out Worksheet,
      Sellers’ Representative shall notify Buyer in writing (such notice, a
“Section
      2.4(b) Notice”),
      within 30 days after the delivery of the Earn-Out Worksheet, setting forth
      the
      amount, nature and basis of the dispute. Within the following 10 days, the
      parties shall use their reasonable best efforts to resolve in good faith such
      dispute. Upon their failure to do so, Sellers’ Representative and Buyer shall
      within 10 days from the end of such 10 day period jointly engage an independent
      accountant (the “Section
      2.4(b) Accountants”),
      or in
      the absence of agreement, within seven days of the first disagreement being
      expressed, such firm as the President of the Institute of Chartered Accountants
      in England and Wales (or in his absence the next most senior officer) shall
      determine to act as the Section 2.4(b) Accountants on the application of either
      Buyer or the Sellers’ Representative. The Section 2.4(b) Accountants shall be
      engaged jointly by Buyer and Sellers’ Representative to decide the dispute with
      respect to the Earn-Out Worksheet within 30 days from its appointment, such
      decision to be communicated to both parties in writing. The decision of the
      Section 2.4(b) Accountants shall be final and binding upon the parties and
      accordingly a declaratory judgment by a court of competent jurisdiction may
      be
      entered in accordance therewith. For greater certainty, the Section 2.4(b)
      Accountants shall act in a capacity which under English Law would be deemed
      to
      be as expert and not as arbitrator. The fees and expenses of such accounting
      firm shall be borne one-half by Buyer and one-half by Sellers.

     

    (c) Calculation
      of Earn-Out Payment.
      The
      Earn-Out Payment (the “Earn-Out
      Payment”)
      for
      each of the periods from October 1, 2008 to March 31, 2009, from April 1, 2009
      to March 31, 2010, and from April 1, 2010 to September 30, 2010 (each, an
“Earn-Out
      Period,”
and
      collectively, the “Earn-Out
      Term”)
      shall
      be determined as follows:

     

    (i) if
      the
      Acquired Companies’ EBITDA for the period of October 1, 2008 to March 31, 2009
      exceeds £1,566,000, then the Sellers shall be entitled to an Earn-Out Payment
      equal to 50% of the Acquired Companies’ EBITDA for such period, provided, that,
      the calculation of the Acquired Companies’ EBITDA for such period shall be
      reduced by 50% of the Stub Period Adjustment; 

     

    (ii) if
      the
      Acquired Companies’ EBITDA for the period of April 1, 2009 to March 31, 2010
      exceeds £3,422,000, then the Sellers shall be entitled to an Earn-Out Payment
      equal to 50% of the Acquired Companies’ EBITDA for such period; and

     

    (iii) if
      the
      Acquired Companies’ EBITDA for the period of April 1, 2010 to September 30, 2010
      exceeds £1,800,000, then the Sellers shall be entitled to an Earn-Out Payment
      equal to 50% of the Acquired Companies’ EBITDA for such period.



    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    


    Notwithstanding
      the foregoing, in no event shall the aggregate amount of the three potential
      Earn-Out Payments made to the Sellers exceed the result of the following formula
      in pounds sterling:

    


    

    


    Where:
      

     

    P
      = C
      plus the Acquired Companies’ EBITDA for the period of October 1, 2008 to March
      31, 2009

    


    C
      =
£5,000,000 

    


    F
      =
      0.0005

    


    D
      =
      0.1

    


    (d) Payment.
      Subject
      to the provisions of Section 2.4(e), Buyer shall deliver any Earn-Out Payment
      that may be due to Sellers to Sellers’ Representative on behalf of each Seller.
      Any Earn-Out Payments that may be due will be paid not later than ten (10)
      Business Days following the date that it is finally determined that such
      Earn-Out Payment is payable in accordance with the provisions of this Section
      2.4. 

     

    (e) Right
      of Set-Off.
      Buyer’s
      obligation to make the Earn-Out Payments is subject to reduction or non-payment
      (for each Sellers’ pro rata share of the Earn-Out Payment) due to any claim for
      damages that a Buyer Indemnitee has against Sellers in accordance with Article
      X. In the event that Buyer determines to exercise its right of set-off pursuant
      to this Section 2.4, Buyer shall comply with the provisions of this Section
      2.4
      in determining the Earn-Out Payment and shall pay the amount, if any, by which
      the Earn-Out Payment exceeds the amount set-off by Buyer. 

     

    (f) Conduct
      During Earn-Out Term.
      During
      the Earn-Out Term, the Buyer will operate the Acquired Companies in the Ordinary
      Course of Business, including, but not limited to, not making any material
      changes in the nature of their businesses as they exist at the date of this
      Agreement (except with respect to a potential sale or shutdown of Fierce),
      not
      incurring any major capital expenditures, not diverting customers or income
      away
      from the Acquired Companies and using its reasonable endeavours to promote
      the
      businesses of the Acquired Companies. The Founding Sellers shall manage the
      day-to-day operations of AMV and its Subsidiaries, pursuant to and in accordance
      with the terms of their employment agreements. During the Earn-Out Term,
      dividends, loans or other similar payments may only be made by AMV to Buyer
      to
      the extent that AMV has cash surplus to the Working Capital requirements of
      AMV
      following Closing. 

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    (g) Sale
      of Fierce.
      In the
      event that Buyer determines, prior to September 30, 2010, to sell all or
      substantially all of Fierce, whether by way of merger, stock sale, asset sale
      or
      otherwise, then, after taking into account any losses, charges or other
      liabilities incurred by AMV, Buyer or Fierce in the ownership and operation
      of
      Fierce through the closing of any such transaction (including the costs and
      expenses of such transaction), but excluding any amounts relating to Fierce
      that
      were used as an adjustment to the Purchase Price in determining Final Closing
      Working Capital (as defined below), Sellers shall be entitled to receive, as
      a
      credit to the determination of EBITDA in the applicable Earn-Out Period (and
      not
      in cash), 12% of the gain of such transaction, determined in accordance with
      the
      principles set forth in this Section 2.4(g). 

    


    (h) Founding
      Sellers’ Employment.
      If,
      during the Earn-Out Term, a Founding Seller resigns from employment with any
      Acquired Company, then such Founding Seller shall not be entitled to receive
      any
      portion of any Earn-Out Payment that may become due to Sellers in the applicable
      Earn-Out Period and any subsequent Earn-Out Periods and any aggregate Earn-Out
      Payment that may otherwise be deliverable to the Sellers’ Representative shall
      be reduced by the pro rata amount that such Founding Seller would otherwise
      have
      been entitled to if he had not resigned. 

    


    2.5 Sellers’
      Representative.
      

    


    (a) In
      order
      to administer efficiently (i) the implementation of the Agreement on behalf
      of
      the Sellers and (ii) the settlement of any dispute with respect to this
      Agreement or the Note, the Sellers hereby designate Nathaniel MacLeitch as
      the
      Sellers’ representatives (the “Sellers’
      Representative”).
      Sellers’ Representative is also empowered to take all actions of an “authorized
      person” pursuant to and under clause 6.5 of Article 6 of the Articles of
      Association of AMV.

    


    (b) From
      and
      after the Closing, the Sellers hereby authorize the Sellers’ Representative (i)
      to take all action necessary in connection with the implementation of the
      Agreement on behalf of the Sellers or the settlement of any dispute, including,
      without limitation, with regard to matters pertaining to the indemnification
      provisions of this Agreement and the Note, (ii) to give and receive all notices
      required to be given under the Agreement and (iii) to take any and all
      additional action as is contemplated to be taken by or on behalf of the Sellers
      by the terms of this Agreement and the Note.

    


    (c) In
      the
      event that the Sellers’ Representative dies, becomes legally incapacitated or
      resigns from such position, another individual designated by the Sellers, who
      shall be identified to Buyer as soon as practicable, shall fill such vacancy
      and
      shall be deemed to be the Sellers’ Representative for all purposes of this
      Agreement; provided, however, that no change in the Sellers’ Representative
      shall be effective until Buyer is given written notice of such change by the
      Sellers.

    


    (d) All
      decisions and actions by the Sellers’ Representative as provided in this Section
      2.5 or under the Note shall be binding upon all of the Sellers, and no Seller
      shall have the right to object, dissent, protest or otherwise contest the
      same.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


    (e) By
      their
      execution and/or approval of this Agreement and the Acquisition, the Sellers
      agree that:

    


    (i) Buyer
      shall be able to rely conclusively on the instructions and decisions of the
      Sellers’ Representative as to any actions required or permitted to be taken by
      the Sellers or the Sellers’ Representative hereunder, and no party hereunder
      shall have any cause of action against Buyer for any action taken by Buyer
      in
      reasonable reliance upon the instructions or decisions of the Sellers’
Representative;

     

    (ii) all
      actions, decisions and instructions of the Sellers’ Representative shall be
      conclusive and binding upon all of the Sellers and no Seller shall have any
      cause of action against the Sellers’ Representative for any action taken,
      decision made or instruction given by the Sellers’ Representative under this
      Agreement and under the Note, except for fraud or willful breach of this
      Agreement or the Note by the Sellers’ Representative; and

     

    (iii) the
      provisions of this Section 2.5 are independent and severable, shall constitute
      an irrevocable power of attorney, coupled with an interest and surviving death,
      granted by the Sellers to the Sellers’ Representative and shall be binding upon
      the executors, heirs, legal representatives and successors of the
      Sellers.

     

    (f) All
      fees
      and expenses incurred by the Sellers’ Representative shall be paid by the
      Sellers severally to the extent of their pro rata interest in the aggregate
      of
      the Purchase Price.

     

    (g) In
      taking
      any action hereunder and under the Note, the Sellers’ Representative shall be
      protected in relying upon any notice, paper or other document reasonably
      believed by it to be genuine, or upon any evidence reasonably deemed by it,
      in
      its good faith judgment, to be sufficient; provided,
      however,
      that
      the Sellers’ Representative shall not waive any rights with respect to any
      individual Seller’s interest(s) if such waiver would have the effect of
      disproportionately and adversely affecting such individual Seller as compared
      to
      the interests of the other Sellers, without the prior consent of the affected
      Sellers. The Sellers’ Representative shall not be liable to Buyer or the Sellers
      for any act performed or omitted to be performed by it in the good faith
      exercise of its duties and shall be liable only in the case of bad faith or
      willful misconduct or gross negligence. The Sellers’ Representative may consult
      with counsel in connection with its duties hereunder and shall be fully
      protected in any act taken, suffered or permitted by it in good faith in
      accordance with the advice of counsel. The Sellers’ Representative shall not be
      responsible for determining or verifying the authority of any person acting
      or
      purporting to act on behalf of any party to this Agreement. The Sellers’
Representative may be replaced at any time by affirmative vote or written
      consent of the Sellers.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    


    2.6 Closing
      Working Capital.

     

    (a)Within
      75
      days after the Closing Date, Buyer will prepare, or cause to be prepared, and
      deliver to Sellers’ Representative an audited Closing Working Capital Statement
      (the "Closing
      Working Capital Statement"),
      which
      shall set forth (i) Buyer's calculation of Working Capital as of September
      30,
      2008, (ii) which calculation shall also include (as an adjustment to the
      Purchase Price) an amount equivalent to all other debt of AMV and its
      Subsidiaries as at September 30, 2008 not included as part of the Working
      Capital calculation, including debt that is payable longer than 12 months
      relating to the acquisition of the Connection Makers business and (iii) which
      calculation shall also include (as an adjustment to the Purchase Price) an
      amount equivalent to a pro rata portion of the net profit after tax of AMV
      and
      its Subsidiaries for the period October 1, 2008 through the Closing Date, based
      on the number of whole days elapsed from October 1, 2008 to the Closing Date
      as
      a proportion of the total net profit after tax of AMV and its Subsidiaries
      for
      the month of October 2008 (the “Stub
      Period Adjustment”)
      ("Closing
      Working Capital").
      The
      Closing Working Capital Statement and its components shall be prepared in
      accordance with UK GAAP applied on a basis substantially consistent with those
      used in the preparation of the Balance Sheet and the exchange rate used shall
      be
      the exchange rate as of the Closing Date as specified by the New York Federal
      Reserve Bank.

     

    (b)Upon
      receipt from Buyer, Sellers’ Representative shall have 15 days to review the
      Closing Working Capital Statement (the "Review
      Period").
      If
      Sellers’ Representative disagrees with Buyer's computation of Closing Working
      Capital, Sellers’ Representative may, on or prior to the last day of the Review
      Period, deliver a notice to Buyer (the "Notice
      of Objection"),
      which
      sets forth its objections to Buyer's calculation of Closing Working Capital;
      provided that
      the
      Notice of Objection shall include only objections based on
      (i) non-compliance with the standards set forth in Section 2.6(a) for the
      preparation of the Closing Working Capital Statement and (ii) mathematical
      errors in the computation of Closing Working Capital. Any Notice of Objection
      shall specify those items or amounts with which Sellers’ Representative
      disagrees, together with a detailed written explanation of the reasons for
      disagreement with each such item or amount, and shall set forth Sellers’
Representative’s calculation of Closing Working Capital based on such
      objections. To the extent not set forth in the Notice of Objection, Sellers’
Representative shall be deemed to have agreed with Buyer's calculation of all
      other items and amounts contained in the Closing Working Capital Statement.
      

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    


    (c)Unless
      Sellers’ Representative delivers the Notice of Objection to Buyer within the
      Review Period, Sellers’ Representative shall be deemed to have accepted Buyer's
      calculation of Closing Working Capital and the Closing Working Capital Statement
      shall be final, conclusive and binding. If Sellers’ Representative delivers the
      Notice of Objection to Buyer within the Review Period, Buyer and Sellers’
Representative shall, during the 30 days following such delivery or any mutually
      agreed extension thereof, use their commercially reasonable efforts to reach
      agreement on the disputed items and amounts in order to determine the amount
      of
      Closing Working Capital. If, at the end of such period or any mutually agreed
      extension thereof, Buyer and Sellers’ Representative are unable to resolve their
      disagreements, they shall jointly retain and refer their disagreements to an
      independent accounting firm mutually acceptable to Buyer and Sellers’
Representative (the "Independent
      Expert"),
      or in
      the absence of agreement, within seven days of the first disagreement being
      expressed, such firm as the President of the Institute of Chartered Accountants
      in England and Wales (or in his absence the next most senior officer) shall
      determine to act as the Independent Expert on the application of either Buyer
      or
      the Sellers’ Representative. The parties shall instruct the Independent Expert
      promptly to review this Section 2.6 and to determine solely with respect to
      the
      disputed items and amounts so submitted whether and to what extent, if any,
      the
      Closing Working Capital set forth in the Closing Working Capital Statement
      requires adjustment. The Independent Expert shall base its determination solely
      on written submissions by Buyer and Sellers’ Representative and not on an
      independent review. Buyer and Sellers’ Representative shall make available to
      the Independent Expert all relevant books and records and other items reasonably
      requested by the Independent Expert. As promptly as practicable but in no event
      later than 45 days after its retention, the Independent Expert shall deliver
      to
      Buyer and Sellers’ Representative a report which sets forth its resolution of
      the disputed items and amounts and its calculation of Closing Working Capital;
      provided that
      in no
      event shall Closing Working Capital as determined by the Independent Expert
      be
      less than Buyer's calculation of Closing Working Capital set forth in the
      Closing Working Capital Statement nor more than Sellers’ Representative’s
      calculation of Closing Working Capital set forth in the Notice of Objection.
      The
      decision of the Independent Expert shall be final, conclusive and binding on
      the
      parties. The costs and expenses of the Independent Expert shall be borne
      one-half by Buyer and one-half by Sellers.

     

    2.7 Adjustment
      of Purchase Price.

     

    (a) "Final
      Closing Working Capital"
      means
      the Closing Working Capital (i) as shown in the Closing Working Capital
      Statement delivered by Buyer to Sellers’ Representative pursuant to Section
      2.6(a), if no Notice of Objection with respect thereto is timely delivered
      by
      Sellers’ Representative to Buyer pursuant to Section 2.6(b); or (ii) if a
      Notice of Objection is so delivered, (A) as agreed by Buyer and Sellers’
Representative pursuant to Section 2.6(c) or (B) in the absence of such
      agreement, as shown in the Independent Expert's calculation delivered pursuant
      to Section 2.6(c). If the deficit amount of Final Closing Working Capital
      exceeds $1,500,000, Sellers shall pay to Buyer, as an adjustment to the Purchase
      Price, in the manner as provided in Section 2.7(b), an amount equal to the
      difference between $1,500,000 and Final Closing Working Capital (the
“Excess
      Amount”).
      If
      the deficit amount of Final Closing Working Capital is less than $1,500,000,
      Buyer shall pay to Sellers, in the manner as provided in Section 2.7(b), an
      amount equal to the difference between Final Working Capital and $1,500,000
      (the
“Deficit
      Amount”).

     

    (b) Within
      three Business Days after Final Working Capital has been finally determined
      pursuant to Section 2.6, (i) if there is an Excess Amount, Sellers shall pay
      to
      Buyer by means of a downward adjustment in the principal sum due under the
      Note,
      an amount equal to such Excess Amount, and (ii) if there is a Deficit Amount,
      the aggregate amount outstanding under the Note shall be increased by such
      Deficit Amount. 

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    


    (c) Any
      rights accruing to a party under this Section 2.7 shall be in addition to and
      independent of the rights to indemnification under Article X and any payments
      made to any party under this Section 2.7 shall not be subject to the terms
      of
      Article X; provided,
      that,
      Buyer
      shall not be entitled to indemnification for any breach of any representation,
      warranty or covenant of Sellers of this Agreement to the extent that amounts
      paid to Buyer under this Section 2.7 may be attributed solely to such breach.
      Nothing herein shall preclude Buyer from seeking indemnification to the extent
      that payments to Buyer under this Section 2.7 do not satisfy all Losses arising
      from such breach. 

     

    2.8 Working
      Capital Following Closing.
      

     

    (a) Within
      60
      days after June 30, 2009, Buyer will prepare, or cause to be prepared, and
      deliver to Sellers an audited Working Capital Statement (the "Nine-Month
      Closing Working Capital Statement"),
      which
      shall set forth Buyer's calculation of Working Capital as of the nine-month
      anniversary of September 30, 2008, which calculation shall exclude any
      particular remaining debt of AMV and its Subsidiaries which were included as
      part of the calculation of Final Closing Working Capital and shall exclude
      any
      costs and liabilities relating to Fierce ("Nine-Month
      Working Capital").
      The
      Nine-Month Working Capital Statement shall be prepared in accordance with UK
      GAAP applied on a basis substantially consistent with those used in the
      preparation of the Balance Sheet and the exchange rate used shall be the
      exchange rate as of the Closing Date as specified by the New York Federal
      Reserve Bank. 

     

    (b) Upon
      receipt from Buyer, Sellers’ Representative shall have 15 days to review the
      Nine-Month Working Capital Statement (the "Second Review
      Period").
      If
      Sellers’ Representative disagrees with Buyer's computation of Nine-Month Working
      Capital, Sellers’ Representative may, on or prior to the last day of the Second
      Review Period, deliver a notice to Buyer (the "Second Notice
      of Objection"),
      which
      sets forth its objections to Buyer's calculation of Nine-Month Working Capital;
      provided that
      the
      Second Notice of Objection shall include only objections based on
      (i) non-compliance with the standards set forth in Section 2.8(a) for the
      preparation of the Nine-Month Working Capital Statement and
      (ii) mathematical errors in the computation of Nine-Month Working Capital.
      Any Second Notice of Objection shall specify those items or amounts with which
      Sellers’ Representative disagrees, together with a detailed written explanation
      of the reasons for disagreement with each such item or amount, and shall set
      forth Sellers’ Representative’s calculation of Nine-Month Working Capital based
      on such objections. To the extent not set forth in the Second Notice of
      Objection, Sellers’ shall be deemed to have agreed with Buyer's calculation of
      all other items and amounts contained in the Nine-Month Working Capital
      Statement. 

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    


    (c) Unless
      Sellers’ Representative delivers the Second Notice of Objection to Buyer within
      the Second Review Period, Sellers shall be deemed to have accepted Buyer's
      calculation of Nine-Month Working Capital and the Nine-Month Working Capital
      Statement shall be final, conclusive and binding. If Sellers’ Representative
      delivers the Notice of Objection to Buyer within the Second Review Period,
      Buyer
      and Sellers’ Representative shall, during the 30 days following such delivery or
      any mutually agreed extension thereof, use their commercially reasonable efforts
      to reach agreement on the disputed items and amounts in order to determine
      the
      amount of Nine-Month Working Capital. If, at the end of such period or any
      mutually agreed extension thereof, Buyer and Sellers’ Representative are unable
      to resolve their disagreements, they shall jointly retain and refer their
      disagreements to an Independent Expert mutually acceptable to Buyer and Sellers’
Representative, or in the absence of agreement, within seven days of the first
      disagreement being expressed, such firm as the President of the Institute of
      Chartered Accountants in England and Wales (or in his absence the next most
      senior officer) shall determine to act as the Independent Expert on the
      application of either Buyer or the Sellers’ Representative. The parties shall
      instruct the Independent Expert promptly to review this Section 2.8 and to
      determine solely with respect to the disputed items and amounts so submitted
      whether and to what extent, if any, the Nine-Month Working Capital set forth
      in
      the Nine-Month Working Capital Statement requires adjustment. The Independent
      Expert shall base its determination solely on written submissions by Buyer
      and
      Sellers’ Representative and not on an independent review. Buyer and Sellers’
Representative shall make available to the Independent Expert all relevant
      books
      and records and other items reasonably requested by the Independent Expert.
      As
      promptly as practicable but in no event later than 45 days after its retention,
      the Independent Expert shall deliver to Buyer and Sellers’ Representative a
      report which sets forth its resolution of the disputed items and amounts and
      its
      calculation of Nine-Month Working Capital; provided that
      in no
      event shall Nine-Month Working Capital as determined by the Independent Expert
      be less than Buyer's calculation of Nine-Month Working Capital set forth in
      the
      Nine-Month Working Capital Statement nor more than Sellers’ Representative’s
      calculation of Closing Working Capital set forth in the Second Notice of
      Objection. The decision of the Independent Expert shall be final, conclusive
      and
      binding on the parties. The costs and expenses of the Independent Expert shall
      be borne one-half by Buyer and one-half by Sellers.

     

    2.9 Working
      Capital Adjustment. 

     

    (a) "Final
      Working Capital"
      means
      the Nine-Month Working Capital (i) as shown in the Nine-Month Working
      Capital Statement delivered by Buyer to Sellers pursuant to Section 2.8 (a),
      if
      no Second Notice of Objection with respect thereto is timely delivered by
      Sellers’ Representative to Buyer pursuant to Section 2.8 (b); or (ii) if a
      Second Notice of Objection is so delivered, (A) as agreed by Buyer and
      Sellers’ Representative pursuant to Section 2.8 (c) or (B) in the absence
      of such agreement, as shown in the Independent Expert's calculation delivered
      pursuant to Section 2.8 (c). If the deficit amount of Final Working Capital
      exceeds Final Closing Working Capital, then the aggregate principal sum then
      due
      under the Note shall automatically be reduced by such amount. 

     

    (b) Any
      rights accruing to a party under this Section 2.9 shall be in addition to and
      independent of the rights to indemnification under Article X and any payments
      made to any party under this Section 2.9 shall not be subject to the terms
      of
      Article X; provided,
      that,
      Buyer
      shall not be entitled to indemnification for any breach of any representation,
      warranty or covenant of Sellers of this Agreement to the extent that amounts
      paid to Buyer under this Section 2.9 may be attributed solely to such breach.
      Nothing herein shall preclude Buyer from seeking indemnification to the extent
      that payments to Buyer under this Section 2.9 do not satisfy all Losses arising
      from such breach. 

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      III

     

    REPRESENTATIONS
      AND WARRANTIES OF THE SELLERS

     

    Each
      Seller represents and warrants to Buyer as of the date hereof as follows:


     

    3.1 Authority
      and Enforceability.
      Each of
      the Founding Sellers and Non-Founding Sellers has the requisite power and
      authority to enter into this Agreement and to complete the Acquisition. This
      Agreement has been duly executed and delivered by each of the Founding Sellers
      and Non-Founding Sellers and, assuming due authorization, execution and delivery
      by Buyer, constitutes the valid and binding obligation of each Founding Seller
      and Non-Founding Seller, enforceable against it in accordance with its terms.
      Sellers’ Representative has the requisite power and authority to enter into this
      Agreement and, at Closing, to complete the Acquisition on behalf of the Option
      Holder Sellers. This Agreement has been duly executed and delivered by Sellers’
Representative, and assuming due authorization, execution and delivery by Buyer,
      at Closing, shall constitute the valid and binding obligation of each Option
      Holder Seller, enforceable against them in accordance with its
      terms.

     

    3.2 The
      Shares.
      Each
      Founding Seller and Non-Founding Seller is the record and beneficial owner
      of
      the Shares to be sold by such Founding Seller or Non-Founding Seller hereunder,
      and at Closing, each Option Holder Seller will be the record and beneficial
      owner of the Shares to be sold by such Option Holder Seller, as set forth on
      Schedule
      A,
      free
      and clear of any Liens and, upon transfer of the Shares to Buyer on the Closing
      Date in accordance with the terms of this Agreement, Buyer will receive good
      and
      valid title to the Shares (which for greater certainty would mean under English
      Law with full title guarantee), free and clear of any Liens. 

     

    3.3 Receipt
      of Stock Consideration for Seller’s Own Account.
      The
      Stock Consideration is being acquired for investment for each Seller’s own
      account, not as a nominee or agent, and not with a view to the sale or
      distribution of all or any part thereof in violation of federal or state
      securities laws.

     

    3.4 Issuance
      of Securities.
      Each
      Seller satisfies the requirements of Regulation S under the Securities Act
      of
      1933 (the “Securities Act”)
      to
      receive securities pursuant to this Agreement. Such Seller agrees to furnish
      any
      additional information requested to assure compliance with applicable federal
      and state securities laws in connection with the issuance of the Stock
      Consideration.

     

    3.5 
      Disclosure of Information.
      Each
      Seller represents and warrants that he (a) has had an opportunity to discuss
      the
      Buyer’s business, management, financial affairs and is aware of the character,
      business acumen and general business and financial circumstances of Buyer,
      (b)
      has the requisite knowledge and experience to assess the relative merits and
      risks of a sale of the Shares and acquisition of the Stock Consideration, (c)
      has received and has carefully read and evaluated copies of all documents
      relevant to the sale and purchase contemplated by this Agreement, and (d) has
      had full opportunity to ask questions and receive answers concerning the
      historical business and operations of the Buyer, as well to evaluate the
      prospects, future financial condition and the likelihood of success of
      Buyer.

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    


    3.6 Restricted
      Securities.
      Each
      Seller is aware that the Stock Consideration is subject to significant
      restrictions on transfer and may not be freely sold. Each Seller represents
      that
      he or she (a) has liquid assets sufficient to assure that the purchase
      contemplated by this Agreement will cause no undue financial difficulties,
      (b)
      can afford the complete loss of his or her investment, and (c) can provide
      for
      current needs and possible contingencies without the need to sell or dispose
      of
      the Stock Consideration.

     

    3.7 Legends.
      In
      addition to any legend placed on the certificates pursuant to any other
      agreement or arrangement among the parties, each certificate evidencing the
      Stock Consideration shall bear the following legends (unless Buyer receives
      an
      acceptable opinion of counsel that any such legend is not required):


     

    THE
      SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED OR
      QUALIFIED UNDER THE SECURITIES ACT OF 1933 OR THE LAWS OF ANY STATE, AND MAY
      NOT
      BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
      STATEMENT UNDER SAID ACT AND APPLICABLE STATE LAWS, OR AN EXEMPTION FROM THE
      REGISTRATION AND QUALIFICATION REQUIREMENTS THEREOF.

     

    ARTICLE
      IV

     

    REPRESENTATIONS
      AND WARRANTIES RELATING
      TO THE SELLER COMPANIES

     

    Each
      Founding Seller represents and warrants to Buyer as of the date hereof that
      the
      statements contained in this Article IV are true and correct, except as set
      forth in the disclosure schedule dated and delivered as of the date hereof
      by
      Sellers to Buyer (the "Seller
      Disclosure Schedule"),
      which
      is attached to this Agreement and is designated therein as being the Seller
      Disclosure Schedule. The Seller Disclosure Schedule shall be arranged in
      sections corresponding to each Section of this Article IV. Each exception to
      a
      representation and warranty set forth in the Seller Disclosure Schedule shall
      be
      deemed to qualify the specific representation and warranty which is referenced
      in the applicable section of the Seller Disclosure Schedule, and no other
      representation or warranty; provided,
      however,
      that
      any
      disclosures made therein shall apply to any other section or subsection where
      it
      is reasonably apparent from a reading of the disclosure that such disclosure
      is
      applicable to such other section or subsection.

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    


    4.1 Organization
      and Good Standing.
      (a) Each
      of the Acquired Companies and their Subsidiaries is a limited company duly
      organized, validly existing and in good standing under the laws of the
      jurisdiction of its incorporation, has all requisite power to own, lease and
      operate its properties and to carry on its business as currently conducted
      and
      as proposed to be conducted, and is duly qualified to do business and is in
      good
      standing in each jurisdiction in which it owns or leases property or conducts
      any business so as to require such qualification. The Seller Disclosure Schedule
      contains a complete and accurate list of each jurisdiction in which the Acquired
      Companies and each of their Subsidiaries carries on its business.

     

    (b) None
      of
      the Acquired Companies nor any of their Subsidiaries is in default under its
      Charter Documents. The Charter Documents of the Acquired Companies and each
      of
      their Subsidiaries in the forms attached to the Seller Disclosure Schedule
      are
      the Charter Documents of the Acquired Companies and their Subsidiaries as in
      effect on the date of this Agreement. 

     

    4.2 Capitalization.
      (a) The
      authorized Capital Stock of AMV consists of 980,000 ordinary shares, par value
      £0.001 per share and 20,000 A Shares, par value £0.001 per share (“A
      Shares”).
      All
      of the AMV Shares are duly authorized, validly issued, fully paid and non
      assessable and are owned legally and beneficially by the Sellers free and clear
      of all Liens. Upon transfer of the AMV Shares to Buyer in accordance with the
      terms of Article II, Buyer will receive valid title to the AMV Shares, free
      and
      clear of all Liens. As of the date hereof, 104,075 ordinary shares are issued
      and outstanding, 7,142 A Shares are issued and outstanding, 15,881 AMV Shares
      are reserved for issuance pursuant to outstanding options to purchase AMV
      Shares, no AMV Shares are reserved for issuance upon exercise of outstanding
      warrants to purchase AMV Shares and no shares are reserved for issuance upon
      the
      conversion of any convertible notes issued by the AMV. Schedule
      4.2(a)
      of the
      Seller Disclosure Schedule sets forth a true, complete and correct list of
      all
      holders of AMV Shares and all holders of options and warrants to purchase AMV
      Shares, indicating the number held by each of them. 

     

    (b) The
      authorized Capital Stock of Fierce consists of 100 ordinary shares, par value
      £0.001 per share. All of the Fierce Shares are duly authorized, validly issued,
      fully paid and non assessable and, on the Closing Date, and are owned legally
      and beneficially by Founding Sellers free and clear of all Liens. Upon transfer
      of the Fierce Shares to Buyer in accordance with the terms of Article II, Buyer
      will receive valid title to the Fierce Shares, free and clear of all Liens.
      

     

    (c)
       All
      of
      the Shares were issued in compliance with applicable Laws and with the Charter
      Documents. None of the Shares was issued in violation of any Contract to which
      Sellers or the Acquired Companies is a party or is subject. All preemption
      rights with respect to the Shares have been waived by the Sellers and any other
      shareholders. 

     

    (d) Other
      than the Shares, the Acquired Companies do not have outstanding any Equity
      Securities or any other securities. The Acquired Companies are not a party or
      subject to any Contract obligating the Company to issue any Equity Securities
      or
      any other securities. 

     

    (e)
       The
      Acquired Companies do not have outstanding or authorized any stock appreciation,
      phantom stock, profit participation, or similar rights. 

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    


    (f) Neither
      Sellers nor the Acquired Companies is a party or subject to any stockholder
      agreement, voting agreement, voting trust or any other similar arrangement
      which
      has the effect of restricting or limiting the transfer, voting or other rights
      associated with the Shares. 

     

    (g) There
      are
      no obligations, contingent or otherwise, of the Acquired Companies to provide
      funds to or make any investment (in the form of a loan, capital contribution
      or
      otherwise) in any Person.

     

    4.3 Subsidiaries
      of the Acquired Companies.
      (a) Each
      Subsidiary of the Acquired Companies is validly existing and in good standing
      under the laws of the jurisdiction of its formation, has all requisite power
      to
      own, lease and operate its properties and to carry on its business as currently
      conducted and as proposed to be conducted, and is duly qualified to do business
      and is in good standing in each jurisdiction in which it owns or leases property
      or conducts any business so as to require such qualification.

     

    (b) 
      The
      Seller Disclosure Schedule contains a true and complete list of the Subsidiaries
      of the Acquired Companies and sets forth with respect to each such Subsidiary
      the jurisdiction of formation, the authorized and outstanding Capital Stock
      of
      such Subsidiary and the owner(s) of record of such outstanding Capital Stock.
      The outstanding shares of Capital Stock of each Subsidiary (collectively, the
      "Subsidiary Shares")
      are
      duly authorized, validly issued, fully paid and non assessable, and are owned
      by
      one of the Acquired Companies or a Subsidiary of one of the Acquired Companies
      free and clear of all Liens. 

     

    (c) All
      of
      the Subsidiary Shares were issued in compliance with applicable Laws. None
      of
      the Subsidiary Shares was issued in violation of any Contract to which Sellers,
      the Acquired Companies or any Subsidiary of the Acquired Companies is a party
      or
      is subject. 

     

    (d) Other
      than the Subsidiary Shares set forth in the Seller Disclosure Schedule, no
      Subsidiary of the Acquired Companies has outstanding any Equity Securities
      or
      any other securities. No Subsidiary of the Acquired Companies is a party or
      subject to any Contract obligating such Subsidiary to issue any Equity
      Securities or any other securities. 

     

    (e) No
      Subsidiary of the Acquired Companies has outstanding or authorized any stock
      appreciation, phantom stock, profit participation, or similar rights.


     

    (f) Other
      than the Subsidiaries set forth in the Seller Disclosure Schedule, neither
      the
      Acquired Companies nor any Subsidiary of the Acquired Companies directly or
      indirectly owns any Equity Securities or other securities in any Person.


     

    (g) No
      Subsidiary of the Acquired Companies is a party or subject to any stockholder
      agreement, voting agreement, voting trust or any other similar arrangement
      which
      has the effect of restricting or limiting the transfer, voting or other rights
      associated with the Subsidiary Shares. 

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    


    (h) There
      are
      no obligations, contingent or otherwise, of any Subsidiary of the Acquired
      Companies to provide funds to or make any investment (in the form of a loan,
      capital contribution or otherwise) in any Person.

     

    4.4 
      No
      Conflicts; Consents.
      (a) The
      execution and delivery of this Agreement by Sellers does not, and the completion
      of the Acquisition by Sellers (in each case, with or without the passage of
      time
      or the giving of notice), will not, directly or indirectly, (i) violate the
      provisions of any of the Charter Documents of the Acquired Companies or any
      Subsidiary of the Acquired Companies, (ii) violate or constitute a default,
      an
      event of default or an event creating rights of acceleration, termination,
      cancellation, imposition of additional obligations or loss of rights under
      any
      Material Contract (A) to which Sellers, the Acquired Companies or any Subsidiary
      of the Acquired Companies is a party, (B) of which Sellers, the Acquired
      Companies or any Subsidiary of the Acquired Companies is a beneficiary or (C)
      by
      which Sellers, the Acquired Companies or any Subsidiary of the Acquired
      Companies or any of their respective assets is bound, (iii) violate or conflict
      with any Law, Authorization or Order applicable to Sellers, the Acquired
      Companies or any Subsidiary of the Acquired Companies, or give any Governmental
      Entity or other Person the right to challenge any of the transactions
      contemplated hereby or to exercise any remedy, obtain any relief under or revoke
      or otherwise modify any rights held under, any such Law, Authorization or Order,
      or (iv) result in the creation of any Liens upon any of the assets owned or
      used
      by Sellers, the Acquired Companies or any Subsidiary of the Acquired Companies.
      

     

    (b) No
      consent, approval, order or authorization of, or registration, declaration
      or
      filing with, any Governmental Entity or other Person, is required by or with
      respect to the Acquired Companies or any Subsidiary of the Acquired Companies
      in
      connection with the execution and delivery of this Agreement and the completion
      of the Acquisition, except for (i) such filings as may be required under the
      antitrust or competition Laws of any foreign country, and (ii) such consents,
      approvals, orders, authorizations, registrations, declarations and filings
      as
      may be required under applicable federal and state securities laws and the
      laws
      of any foreign country.

     

    4.5 Financial
      Statements.
      True
      and complete copies of the Acquired Companies’ audited consolidated financial
      statements consisting of the consolidated balance sheet of the Acquired
      Companies and their Subsidiaries as at December 31 in each of the years 2006
      through 2007 and the related statements of income and retained earnings,
      stockholders' equity and cash flow, for the years then ended (the "Audited
      Financial Statements"),
      and
      unaudited consolidated financial statements consisting of the balance sheet
      of
      the Acquired Companies and their Subsidiaries as at July 31, 2008 and the
      related statements of income and retained earnings, stockholders' equity (the
      "Interim
      Financial Statements"
      and
      together with the Audited Financial Statements, the "Financial
      Statements"),
      are
      included in the Seller Disclosure Schedule. The Audited Financial Statements
      are
      true, complete and correct in all material respects and have been prepared
      in
      accordance with UK GAAP (but includes audited footnotes reconciling UK GAAP
      to
      US GAAP in a form suitable for filing with the SEC) applied on a consistent
      basis throughout the periods involved, subject, in the case of the Interim
      Financial Statements, to normal and recurring year end adjustments (the effect
      of which will not be materially adverse) and the absence of notes. The Financial
      Statements are based on the books and records of the Acquired Companies and
      their Subsidiaries, and fairly present the financial condition of the Acquired
      Companies and their Subsidiaries as of the respective dates they were prepared
      and the results of the operations of the Acquired Companies and their
      Subsidiaries for the periods indicated. The consolidated balance sheet of the
      Acquired Companies and their Subsidiaries as of December 31, 2007 is referred
      to
      herein as the "Balance
      Sheet"
      and the
      date thereof as the "Balance
      Sheet Date"
      and the
      consolidated balance sheet of the Acquired Companies and their Subsidiaries
      as
      of July 31, 2008 is referred to herein as the "Interim
      Balance Sheet"
      and the
      date thereof as the "Interim
      Balance Sheet Date."
      Each
      of the Acquired Companies and their Subsidiaries maintains a standard system
      of
      accounting established and administered in accordance with UK GAAP. 

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    


    4.6 No
      Undisclosed Liabilities.
      The
      Acquired Companies and their Subsidiaries have no material liabilities,
      obligations or commitments of any nature whatsoever, including but not limited
      to any regulatory penalties, asserted or unasserted, known or unknown, absolute
      or contingent, accrued or unaccrued, matured or unmatured or otherwise
      ("Liabilities"),
      except (a) those which are adequately reflected or reserved against in the
      Balance Sheet as of the Balance Sheet Date, and (b) those which have been
      incurred in the Ordinary Course of Business and consistent with past practice
      since the Balance Sheet Date and which are not, individually or in the
      aggregate, material in amount.

     

    4.7 Inventory.
      All
      inventory of the Acquired Companies and their Subsidiaries (including materials,
      supplies, parts, work-in-process and finished goods) is of a quality, quantity
      and condition useable or saleable in the Ordinary Course of Business. None
      of
      such inventory is obsolete and no write-down of such inventory has been made
      or
      should have been made in the period since December 31, 2007. The quantities
      of
      each item of inventory are not excessive and are reasonable in the present
      circumstances of the Acquired Companies and their Subsidiaries. All
      work-in-process and finished goods inventory is free of any defect or other
      deficiency. All of such inventory is located at the facilities of the Acquired
      Companies or a Subsidiary of the Acquired Companies and no inventory is held
      on
      a consignment basis.

     

    4.8 Accounts
      Receivable.
      The
      accounts receivable of the Acquired Companies and their Subsidiaries as set
      forth on the Interim Balance Sheet or arising since the date thereof are, to
      the
      extent not paid in full by the account debtor prior to the date hereof, (a)
      valid and genuine and have arisen solely out of bona fide sales and deliveries
      of goods, performance of services and other business transactions in the
      Ordinary Course of Business, (b) not subject to valid defenses, set-offs or
      counterclaims, and (c) to Sellers’ Knowledge, are collectible within 90 days
      after billing at the full recorded amount thereof less, in the case of accounts
      receivable appearing on the Interim Balance Sheet, the recorded allowance for
      collection losses on the Interim Balance Sheet. The allowance for collection
      losses on the Interim Balance Sheet has been determined in accordance with
      UK
      GAAP consistent with past practice. The accounts receivable existing as of
      the
      Closing Date will be collectible within 90 days after billing at the full
      recorded amount thereof net of the reserves shown on the accounting records
      of
      the Acquired Companies and their Subsidiaries as of the Closing Date (which
      reserves shall be adequate and shall not represent a greater percentage of
      the
      accounts receivable as of the Closing Date than the reserves reflected in the
      Interim Balance Sheet represented of the accounts receivable reflected
      therein).

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    


    4.9 Taxes. (a)
      All
      Tax Returns required to have been filed by or with respect to each Seller
      Company or a Relevant Group have been duly and timely filed (or, if due between
      the date hereof and the Closing Date, will be duly and timely filed), and each
      such Tax Return correctly and completely reflects liability for Taxes and all
      other information required to be reported thereon. All Taxes owed by any Seller
      Company or any member of a Relevant Group (whether or not shown on any Tax
      Return) have been timely paid (or, if due between the date hereof and the
      Closing Date, will be duly and timely paid). The Seller Companies have
      adequately provided for, in their books of account and related records,
      liability for all unpaid Taxes, being current Taxes not yet due and payable.
      

     

    (b) To
      Sellers’ Knowledge, there is no action or audit now proposed, threatened or
      pending against, or with respect to, the Seller Companies in respect of any
      Taxes. No Seller Company is the beneficiary of any extension of time within
      which to file any Tax Return, nor have any of the Seller Companies made (or
      had
      made on their behalf) any requests for such extensions. No claim has ever been
      made by an authority in a jurisdiction where any of the Seller Companies do
      not
      file Tax Returns that any of them is or may be subject to taxation by that
      jurisdiction or that any of them must file Tax Returns. There are no Liens
      on
      any of the stock or assets of any Seller Company with respect to
      Taxes.

     

    (c) The
      Seller Companies have withheld and timely paid all Taxes required to have been
      withheld and paid and have complied with all information reporting and backup
      withholding requirements, including maintenance of required records with respect
      thereto. 

     

    (d) There
      is
      no dispute or claim concerning any liability for Taxes with respect to any
      Seller Company for which notice has been provided, or which is asserted or
      threatened, or which is otherwise known to Seller or any other Seller Company.
      No issues have been raised in any Taxes examination with respect to any Seller
      Company which, by application of similar principles, could be expected to result
      in liability for Taxes for any other Seller Company or period not so examined.
      The Seller Disclosure Schedule (i) lists all federal, state, local, corporation
      and foreign income Tax Returns filed with respect to any Seller Company for
      taxable periods ended on or after December 31, 2006, (ii) indicates those Tax
      Returns that have been audited, and (iii) indicates those Tax Returns that
      currently are the subject of audit. Sellers have delivered to Buyer correct
      and
      complete copies of all federal income Tax Returns, examination reports, and
      statements of deficiencies assessed against or agreed to by any Seller Company
      since December 31, 2006. No Seller Company has waived (or is subject to a waiver
      of) any statute of limitations in respect of Taxes or has agreed to (or is
      subject to) any extension of time with respect to a Tax assessment or
      deficiency.

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    


    (e) Each
      of
      the Acquired Companies and their Subsidiaries has maintained and has in its
      possession and under its control all records and documentation which it is
      required by any of the Tax Statutes to maintain and the Acquired Companies
      and
      their Subsidiaries have complete and accurate books and records and/or
      information to enable them to calculate their future liability to Tax upon
      the
      disposal of any asset owned by any of the Acquired Companies or their
      Subsidiaries at the Closing Date.

     

    (f) No
      Tax
      Authority has agreed to operate any special arrangement (being an arrangement
      which is not based on a strict application of the Tax Statutes) in relation
      to
      the affairs of any of the Acquired Companies or their Subsidiaries.

     

    (g) All
      transactions or arrangements made by each of the Acquired Companies and their
      Subsidiaries have been made on fully arm’s length terms there are no
      circumstances in which any rule or provision contained within the Tax Statutes
      could apply causing any Taxing Authority to make an adjustment to the terms
      on
      which such transaction or arrangement is treated as being made for Tax
      purposes.

     

    (h) Since
      the
      Balance Sheet Date:

     

    (i) no
      accounting period of either of the Acquired Companies and their Subsidiaries
      has
      ended or could be treated as having ended;

     

    (ii) none
      of
      the Acquired Companies or their Subsidiaries has been involved in any
      transaction for which any statutory tax clearance or other tax clearance
      commonly obtained by companies carrying on businesses similar to those carried
      on by the relevant Acquired Companies and their Subsidiaries has been sought
      or
      obtained or ought to have been sought or obtained;

     

    (iii) none
      of
      the Acquired Companies or their Subsidiaries has declared, made or paid any
      distribution for Tax purposes;

     

    (iv) there
      has
      been no:

     

    (A)
      disposal of any material asset (including trading stock) outside the Ordinary
      Course of Business by any of the Acquired Companies or their Subsidiaries;
      or

     

    (B)
      supply of any service or business facility of any kind (including a loan of
      money or the letting, hiring or licensing of any property whether tangible
      or
      intangible) by any of the Acquired Companies or their Subsidiaries;

     

    in
      circumstances where the consideration actually received or receivable for such
      disposal or supply was less than the consideration which could be deemed to
      have
      been received for Tax purposes;

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    


    (v) no
      event
      has occurred which will or may have the effect of crystallising a liability
      to
      Tax which was or should have been included in the provision for deferred
      taxation contained in the Financial Statements;

     

    (vi) no
      event
      has occurred which will (or may) give rise to a liability to Tax on any of
      the
      Acquired Companies or their Subsidiaries where such liability would be computed
      by reference to deemed income, profits or gains;

     

    (vii) no
      event
      has occurred which will (or may) give rise to a liability to Tax on any of
      the
      Acquired Companies or their Subsidiaries where such liability is directly or
      primarily chargeable against or attributable to another person, firm or
      company;

     

    (viii) none
      of
      the Acquired
      Companies or their Subsidiaries:

     

    (A)
      has
      paid (or become liable to pay) any surcharge, interest or penalty in connection
      with any Tax;

     

    (B)
      has
      otherwise paid any Tax after its due date for payment; or

     

    (C) owes
      any
      Tax the due date for payment of which has passed or will arise within 45 days
      following the date of this Agreement; and

     

    (D) has
      received any notice from any Taxation Authority which required or will (or
      may)
      require such Acquired Companies or
      any of
      their Subsidiaries to withhold Tax from any payment actually made since the
      Balance Sheet Date or which is likely to be or may be made after the date of
      this Agreement.

     

    (i) Each
      of
      the Acquired Companies and their Subsidiaries is resident in its country of
      incorporation for Tax purposes and has not been at any time resident in any
      jurisdiction other than (or in addition to) its country of incorporation for
      Tax
      purposes.

     

    (j) Each
      of
      the Acquired Companies and their Subsidiaries is treated as a member of a group
      of companies for the purposes of section 43 VATA (groups of companies) (the
      "VAT
      Group")
      of
      which the representative member is AMV (the "Representative
      Member")
      and no
      company other than the Acquired Companies and their Subsidiaries is a member
      of
      the VAT Group nor has any such company been a member of the VAT Group within
      the
      last six years.

    


    (k) The
      Representative Member has made, given, obtained and kept full, complete, correct
      and up to date records, invoices and other documents appropriate or required
      for
      the purposes of the VATA and is not in arrears with any payments or returns
      due
      and has not been required by HM Revenue and Customs to give security under
      paragraph 4 schedule 11 VATA.

    



    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    


    (l) None
      of
      the Seller Companies has ever made any supplies which are exempt from VAT of
      such proportion that it is unable to claim credit for all input tax paid or
      suffered by it.

    


    (m) None
      of
      the Acquired Companies or their Subsidiaries has applied to waive its right
      to
      exemption from VAT in relation to property pursuant to Schedule 10 to
      VATA.

     

    (n) No
      Tax
      liability will be suffered by any of the Acquired Companies or their
      Subsidiaries in consequence of Closing otherwise by virtue of this Agreement
      or
      of the relevant Acquired Companies ceasing to be a member of a group of
      companies with any other company.

     

    (o) All
      expenditure which any of the Acquired Companies or their Subsidiaries has
      incurred or may incur under any subsisting commitment on the provision of
      machinery, plant or buildings which, (if not deductible as a trading expense
      of
      a trade carried on by the relevant Acquired Companies or
      any
      Subsidiary) has qualified for capital allowances, industrial buildings allowance
      or other form of depreciation or amortization for Tax purposes (as the case
      may
      be) is disclosed in the capital allowance calculation included within the most
      recent Tax computations filed with a Taxation Authority.

     

    (p) No
      balancing charge under the Capital Allowances Act 2001 would be made on any
      of
      the Seller Companies on the disposal of any asset, or of any pool of assets
      (that is to say all those assets expenditure relating to which would be taken
      into account in computing whether a balancing charge would arise on a disposal
      of any other of those assets) on the assumption that the disposals are made
      for
      a consideration equal to the book value shown in or adopted for the purpose
      of
      the Balance Sheet for each of the assets.

    


    (q) If
      each
      of the capital assets of the Seller Companies were to be disposed of for a
      consideration equal to the book value of the asset in, or adopted for the
      purpose of, the Balance Sheet (or, in respect of any asset acquired after the
      Balance Sheet Date, for a value equal to the actual consideration given for
      its
      acquisition) no chargeable profit or gain would arise and for this purpose
      there
      shall be disregarded any relief and allowances available other than amounts
      falling to be deducted under section 38 Taxation of Chargeable Gains Act
      1992.

    


    (r) Neither
      the Seller Companies nor any company which was a member of the same group of
      companies as any of the Seller Companies at the relevant time has made any
      claim
      under sections 152 to 157 inclusive Taxation of Chargeable Gains Act
      1992.

    


    (s) No
      distributions within section 418 Taxes Act or transfers of value within section
      94 Inheritance Tax Act 1984 have been made by any of the Seller
      Companies.

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    


    (t) No
      loan
      or advance within section 419 Taxes Act has been made or agreed to be made
      by
      the Seller Companies and the Seller Companies have not since the Balance Sheet
      Date released or written off, and there is no agreement or arrangement for
      the
      release or writing off of the whole or part of the debt in respect of any such
      loan or advance.

    


    (u) In
      respect of every surrender or claim for group or consortium relief pursuant
      to
      sections 402 to 413 Taxes Act made or received or agreed to be made or received
      by the Seller Companies in the six years ending on Closing no payment remains
      due or outstanding and relevant claims, elections and surrenders will be allowed
      in full and no further action is required of the Seller Companies.

    


    (v) All
      instruments (other than those which have ceased to have any legal effect) to
      which any of the Seller Companies is a party or in the enforcement of which
      any
      of the Seller Companies is interested and which, whether in the United Kingdom
      or elsewhere, either attract stamp duty or are required to be stamped with
      a
      particular stamp denoting that no duty is chargeable or that the document has
      been produced to the appropriate authority, have been properly stamped, and
      no
      such documents which are outside the United Kingdom would attract stamp duty
      if
      they were brought into the United Kingdom.

    


    (w) No
      liability under section 111 or section 113 of the Finance Act 2002, or paragraph
      3 or paragraph 9 of Schedule 7 of the Finance Act 2003, will arise as a
      consequence of the execution and performance of this Agreement.

    


    (x) None
      of
      the Seller Companies have entered into or been a party to any schemes or
      arrangements designed partly or wholly for the purpose of avoiding or deferring
      any liability to Tax.

    


    (y) None
      of
      the Seller Companies have entered into or been party to or otherwise been
      concerned with any Event as a result of which any provision of Part XVII Taxes
      Act or Part 13 Income Tax Act 2007 applied, applies or may apply.

    


    (z) The
      Seller Companies have properly operated the PAYE system, making such deductions
      and payments of tax as required by law from all payments to or treated as made
      to employees, ex-employees, officers and ex-officers of the Acquired Companies
      and punctually accounted to HM Revenue and Customs for all such tax and all
      returns required pursuant to section 684 Income Tax (Earnings and Pensions)
      Act
      2003 and regulations made thereunder have been punctually made and are accurate
      and complete in all respects.

    


    (aa) No
      circumstances exist whereby any of the Acquired Companies or their Subsidiaries
      may at any time be liable to pay any inheritance tax to any Taxation
      Authority.

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

    


    4.10 Compliance
      with Law.
      (a) To
      Sellers’ Knowledge, each of the Acquired Companies and their Subsidiaries has
      complied with each, and is not in violation of, any applicable Law to which
      the
      Acquired Companies and their Subsidiaries or its respective business,
      operations, assets or properties is or has been subject. 

     

    (b)
       To
      Sellers’ Knowledge, no event has occurred or circumstances exist that (with or
      without the passage of time or the giving of notice) may result in a violation
      of, conflict with or failure on the part of the Acquired Companies or any of
      their Subsidiaries to comply with, any Law. None of the Acquired Companies
      nor
      any of their Subsidiaries has received notice regarding any violation of,
      conflict with, or failure
      to comply with, any Law.

     

    4.11 Authorizations.
      (a) Each
      of the Acquired Companies and their Subsidiaries owns, holds, possesses or
      lawfully uses in the operation of its business all Authorizations which are
      required or otherwise necessary for it to conduct its business as currently
      conducted or as proposed to be conducted or for the ownership and use of the
      assets owned or used by the Acquired Companies or any such Subsidiary in the
      conduct of its business, free and clear of all Liens. Such Authorizations are
      valid and in full force and effect and none of such Authorizations will be
      terminated or impaired or become terminable as a result of the transactions
      contemplated by this Agreement. All Authorizations are listed in the Seller
      Disclosure Schedule. 

     

    (b) No
      event
      has occurred or circumstances exist that (with or without the passage of time
      or
      the giving of notice) may result in a violation of, conflict with, failure
      on
      the part of the Acquired Companies or any of their Subsidiaries to comply with
      the terms of, or the revocation, withdrawal, termination, cancellation,
      suspension or modification of any Authorization. Neither the Acquired Companies
      nor any of their Subsidiaries has received notice regarding any violation of,
      conflict with, failure to comply with the terms of, or any revocation,
      withdrawal, termination, cancellation, suspension or modification of, any
      Authorization. Neither the Acquired Companies nor any of their Subsidiaries
      is
      in default, nor has the Acquired Companies or any of their Subsidiaries received
      notice of any claim of default, with respect to any Authorization.

     

    (c) 
      No
      Person other than the Acquired Companies or one of their Subsidiaries owns
      or
      has any proprietary, financial or other interest (direct or indirect) in any
      Authorization which the Acquired Companies or such Subsidiary owns, possesses
      or
      uses in the operation of its business as currently conducted or as proposed
      to
      be conducted.

     

    4.12 Title
      to Assets.
      (a) The
      Seller Disclosure Schedule sets forth a complete and accurate list of all the
      tangible assets owned or leased by the Acquired Companies or any of their
      Subsidiaries as of the Balance Sheet Date or acquired thereafter, with a current
      fair market value in excess of $5,000, specifying whether each such asset is
      owned or leased and, in the case of leased assets, indicating the parties to,
      execution dates of and annual payments under, the lease. 

     

    (b) 
      With
      respect to assets that are owned, the Acquired Companies or a Subsidiary of
      the
      Acquired Companies has good and valid title to all of such assets, including,
      without limitation, all assets reflected as owned in the books and records
      of
      the Acquired Companies and their Subsidiaries, the Balance Sheet (except for
      inventory sold since the Balance Sheet Date in the Ordinary Course of Business),
      free and clear of all Liens. 

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    


    (c) With
      respect to tangible assets that are leased, the Acquired Companies or a
      Subsidiary of the Acquired Companies has a valid contractual right to use such
      assets and all such contracts are in full force and effect and constitute valid
      and binding obligations of the other party(ies) thereto. None of the Acquired
      Companies, the Subsidiaries of the Acquired Companies or any other party thereto
      is in breach of any of the terms of any such contract.

     

    4.13 Condition
      of Tangible Assets.
      To
      Sellers’ Knowledge, all buildings, plants, leasehold improvements, structures,
      facilities, equipment and other items of tangible property and assets which
      are
      owned, leased or used by the Acquired Companies or any of their Subsidiaries
      are
      structurally sound, are in good operating condition and repair (subject to
      normal wear and tear given the use and age of such assets), are usable in the
      regular and Ordinary Course of Business and conform to
      all
      Laws and Authorizations relating to their construction, use and operation.
      No
      Person other than the Acquired Companies, and a Subsidiary of the Acquired
      Companies owns, or has any interest in, any equipment or other tangible assets
      or properties owned, leased or used by the Acquired Companies or any of their
      Subsidiaries.

     

    4.14 Real
      Property.
      (a) The
      Seller Disclosure Schedule contains (i) a list of all freehold properties owned
      by the Acquired Companies or any Subsidiary of the Acquired Companies (the
      "Owned
      Real Property"),
      (ii)
      a list of all interests in real property leased by the Acquired Companies or
      any
      Subsidiary of the Acquired Companies (the "Leased
      Real Property"),
      and
      (iii) all other estates, interests, rights and titles whatsoever in respect
      of
      any land or premises owned by the Acquired Companies or a Subsidiary of the
      Acquired Companies (the “Other
      Interests in Real Property”).
      The
      Owned Real Property, the Leased Real Property and the Other Interests in Real
      Property are hereafter collectively referred to as the "Real
      Property".
      The
      Real Property listed on the Seller Disclosure Schedule includes all interests
      in
      real property necessary to conduct the business and operations of the Acquired
      Companies and their Subsidiaries as currently conducted and as proposed to
      be
      conducted. 

     

    (b) With
      respect to each parcel of the Real Property: 

     

    (i) The
      Acquired Companies or the Subsidiary of the Acquired Companies is the sole
      legal
      and beneficial owner of the Real Property and is in sole and undisputed
      occupation subject only to the (sub)leases, tenancies or other rights of
      occupation in favour of third parties details of which are summarized in the
      Seller Disclosure Schedule.

     

    (ii) The
      legal
      description for the Real Property including the tenure of the Real Property,
      the
      principal terms of the lease or licences held by the Acquired Companies or
      the
      Subsidiary of the Acquired Companies, and the principal terms of the tenancies
      and licences subject to and with the benefit of which the Real Property held
      are
      true and are accurately described in the Seller Disclosure Schedule. The present
      use of the Real Property is correctly described in the Seller Disclosure
      Schedule. 

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    


    (iii) The
      Acquired Companies or a Subsidiary of the Acquired Companies has good and
      marketable title to each such parcel of Real Property and is clear of all Liens.
      

     

    (iv) The
      Real
      Property is not subject to any outgoings other than business rates water and
      sewerage charges and insurance premiums and, in the case of Leased Real
      Property, rent and service charges and all outgoings have been duly paid to
      date
      and none is in dispute.

     

    (v) The
      Real
      Property is not subject to any covenants, obligations, exceptions, reservations,
      stipulations, easements, quasi-easements, profits á prendre, wayleaves,
      licences, grants, restrictions, overriding interests or any other matters which
      may adversely affect the value of the Real Property or their proper use,
      occupation or enjoyment for the purposes of the business of the Acquired
      Companies or any Subsidiary of the Acquired Companies.

     

    (vi) There
      is
      no person who is in occupation (other than pursuant to any of the tenancies
      referred to in the Seller Disclosure Schedule) or who , has or claims any rights
      or easements of any kind, in respect of the Real Property that adversely affect
      the estate, interest, right or title of the Acquired Companies of the Subsidiary
      of the Acquired Companies.

     

    (vii) There
      is
      no circumstance which would entitle any third party to exercise a right of
      power
      of entry or to take possession or which would in any other way affect or
      restrict its continued possession, enjoyment or use of the Real
      Property.

     

    (viii) All
      fixtures, fittings, plant and equipment (other than any tenant's property and
      meters and other equipment belonging to the suppliers of telephone, electricity,
      gas and water services) are the Acquired Companies’ or the Subsidiary of the
      Acquired Companies’ own absolute property free from any
      encumbrances.

     

    (ix) The
      Sellers have delivered or made available to Buyer copies of all the deeds and
      other instruments (including any leases, licenses and tenancies) by which the
      Acquired Companies or a Subsidiary of the Acquired Companies acquired such
      parcel of Real Property, and copies of all title insurance policies, opinions,
      abstracts and surveys in the possession of Seller, the Acquired Companies or
      any
      Subsidiary of the Acquired Companies relating thereto. 

     

    (x) There
      are
      no outstanding options, rights of pre-emption or rights of first refusal to
      purchase such parcel of Real Property, or any portion thereof or interest
      therein. 

     

    (c) The
      use
      of Real Property is the lawful use for the purposes of the Planning Acts. All
      consents applicable to such use are either unconditional or are subject only
      to
      conditions which have been satisfied or are subject to continuing conditions
      all
      of which have been and are being duly complied with and which are not onerous.
      No consents are personal or for a limited period only.

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    


    (d) All
      necessary planning permissions, bye-law consents, building regulation consents
      and other statutory permissions and approvals have been obtained and complied
      with, with respect to all development, alterations and improvements to the
      Real
      Property. 

     

    (e) There
      is
      no outstanding and unobserved or unperformed obligation with respect to the
      Real
      Property necessary to comply with the requirements (whether formal or informal)
      of any competent authority exercising statutory or delegated
      powers.

     

    (f) There
      are
      no compulsory purchase notices, orders or resolutions or blight notices
      affecting the Real Property nor are there any circumstances likely to lead
      to
      any being made.

     

    (g) The
      Real
      Property is insured against all normally insurable risks (including terrorism)
      in their respective full reinstatement values (with no unusual exclusions)
      and
      for not less than 3 years' loss of rent and against third party and public
      liabilities to an adequate extent.

     

    (h) In
      respect of the Leased Real Property:

     

    (i) The
      Acquired Companies or the Subsidiary of the Acquired Companies has paid the
      rent
      and all other sums payable under the lease on the due dates for payment and
      the
      last demand for rent was unqualified and the Acquired Companies or the
      Subsidiary of the Acquired Companies observed and performed the covenants on
      the
      part of the tenant and the conditions contained in any leases (which expressions
      includes underleases) under which the Leased Real Property is held and all
      such
      leases are valid and in full force and contain no unusual or onerous
      provisions.

     

    (ii) There
      are
      no circumstances which would entitle any landlord to exercise any powers of
      entry or to take possession, whether by way of forceable re-entry or
      proceedings, or which would otherwise restrict the continued possession and
      enjoyment of the properties.

     

    (iii) There
      are
      no side letters, collateral assurances, undertakings or concessions which have
      been made by any party to the leases under which the Acquired Companies or
      the
      Subsidiary of the Acquired Companies occupies any of the properties, other
      than
      as disclosed in the Seller Disclosure Schedule.

     

    (i) The
      Acquired Companies or the Subsidiary of the Acquired Companies has not at any
      time where there is a continuing obligation:

     

    (i) had
      vested in it (whether as an original tenant or undertenant or as an assignee,
      transferee or otherwise) any Owned Real Property or Leased Real Property other
      than the Real Property; or

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    


    (ii) given
      any
      covenant or entered into any agreement, deed or other document (whether as
      a
      tenant or undertenant or as an assignee, transferee, guarantor or otherwise)
      in
      respect of any Owned Real Property or Leased Real Property other than those
      disclosed in the Seller Disclosure Schedule respect of which any contingent
      or
      potential liability remains with the Acquired Companies or Subsidiary of the
      Acquired Companies.

     

    (j) The
      Real
      Property is in suitable condition for the Acquired Companies’ and each
      Subsidiary's business as currently conducted and as proposed to be conducted.
      Each of the Acquired Companies and their Subsidiaries has good and valid rights
      of ingress and egress to and from all Real Property from and to a publicly
      maintained road and no means of access is shared with any other party nor
      subject to rights of determination by any other party.

     

    4.15 Intellectual
      Property.
      (a) As
      used in this Agreement, "Intellectual
      Property"
      means:


     

    (i)
      inventions (whether or not patentable), trade secrets, technical data,
      databases, customer lists, designs, tools, methods, processes, technology,
      ideas, know how and other confidential or proprietary information and materials
      ("Proprietary
      Information");
      

     

    (ii)
      trade marks and service marks (whether or not registered), applications for
      trade marks and service marks, trade names, logos, trade dress and other
      proprietary indicia and all goodwill associated therewith ("Marks");
      

     

    (iii)
      documentation, advertising copy, marketing materials, specifications, mask
      works, drawings, graphics, databases, recordings and other works of authorship,
      whether or not protected by Copyright; 

     

    (iv)
      source code, object code, data and operating files, user manuals, documentation,
      flow charts, algorithms, compilers, development tools, maintenance records
      and
      other materials related to computer programs; 

     

    (v)
      internet web-sites and domain names; and 

     

    (vi)
      all
      forms of legal rights and protections that may be obtained for, or may pertain
      to, the Intellectual Property set forth in clauses (i) through (v) in any
      country of the world ("Intellectual
      Property Rights"),
      including, without limitation, all letters
      patent,
      patent applications, provisional patents, design patents and other rights to
      inventions or designs ("Patents"),
      all
      registered and unregistered copyrights in both published and unpublished works
      ("Copyrights"),
      trade
      secret rights, mask works, moral rights or other literary property or authors
      rights, rights regarding trademarks and other proprietary indicia, and all
      applications, registrations, issuances, divisions, continuations, renewals,
      reissuances and extensions of the foregoing.

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    


    (b)
       The
      Seller Disclosure Schedule lists (by name, owner and, where applicable,
      registration number and jurisdiction of registration, application, certification
      or filing) all Intellectual Property that is owned by the Acquired Companies
      and/or one or more of their Subsidiaries ("Acquired
      Company Owned Intellectual Property"),
      other
      than items of Acquired Company Owned Intellectual Property that are neither
      (i)
      registered or the subject of an application for registration nor (ii) material
      to the Acquired Companies or any of their Subsidiaries. 

     

    (c) The
      Seller Disclosure Schedule lists all material licenses, sublicenses and other
      agreements ("Third
      Party Licenses")
      pursuant to which the Acquired Companies or any of their Subsidiaries is
      authorized to use any Intellectual Property owned by a third party other than
      Third Party Licenses that consist solely of "shrink-wrap" and similar
      commercially available end-user licenses. 

     

    (d) The
      Seller Disclosure Schedule lists all material licenses, sublicenses and other
      agreements ("Acquired
      Company Licenses")
      pursuant to which a third party is authorized to use any Acquired Company Owned
      Intellectual Property. 

     

    (e) The
      Acquired Companies and/or one or more of their Subsidiaries (i) own the entire
      right, interest and title to each item of Intellectual Property that is used
      in
      or necessary for the business of the Acquired Companies and their Subsidiaries
      as it is currently conducted or as proposed to be conducted free and clear
      of
      Liens, or (ii) are otherwise licensed to use such Intellectual Property pursuant
      to the terms of a valid and enforceable Third Party License that is listed
      in
      the Seller Disclosure Schedule. Without limiting the foregoing, neither the
      Acquired Companies nor any of their Subsidiaries uses any Intellectual Property
      in its business which is not (A) Acquired Company Owned Intellectual Property,
      or (B) subject to a valid and enforceable Third Party License that is listed
      in
      the Seller Disclosure Schedule.

     

    (f) All
      Patents, Marks, Copyrights and any other certifications, filings or
      registrations that are owned by the Acquired Companies or any of their
      Subsidiaries ("Acquired
      Company Registered Items")
      are
      valid and subsisting. All registration, maintenance and renewal fees related
      to
      Acquired Company Registered Items that are currently due have been paid and
      all
      documents and certificates related to such Acquired Company Registered Items
      have been filed with the relevant Governmental Entity or foreign jurisdictions,
      as the case may be, for the purposes of maintaining such Acquired Company
      Registered Items. There are no actions that must be taken by the Acquired
      Companies or any of their Subsidiaries within 60 days of the Closing Date,
      including the payment of any registration, maintenance or renewal fees or the
      filing of any documents, applications or certificates for the purposes of
      maintaining, perfecting or preserving or renewing any Acquired Company
      Registered Items. 

     

    (g) Sellers
      are not aware of any challenges (or any basis therefor) with respect to the
      validity or enforceability of any Acquired Company Intellectual Property. The
      Seller Disclosure Schedule lists the status of any proceedings or actions before
      the UK Intellectual Property Office or any other Governmental Entity anywhere
      in
      the world related to any of the Acquired Company Owned Intellectual Property,
      including the due date for any outstanding response by the Acquired Companies
      or
      any of their Subsidiaries in such proceedings. 

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

     

    (h) To
      Sellers’ Knowledge, neither the Acquired Companies nor any of their Subsidiaries
      has infringed, does infringe or, by conducting its business as currently
      conducted or as proposed to be conducted, will infringe upon or unlawfully
      or
      wrongfully use, any Intellectual Property Rights of a third party. None of
      Sellers, the Acquired Companies or any of their Subsidiaries has received any
      communication alleging that the Acquired Companies or any of their Subsidiaries
      has violated or, by conducting its business as now conducted or as currently
      proposed to be conducted, would violate, any Intellectual Property Rights of
      a
      third party. No action, suit, proceeding or investigation has been instituted,
      or, to Sellers’ Knowledge, threatened, relating to any Intellectual Property
      formerly or currently used by the Acquired Companies or any of their
      Subsidiaries and none of the Acquired Company Owned Intellectual Property is
      subject to any outstanding Order. To Sellers’ Knowledge, no Person is infringing
      any Intellectual Property Rights of the Acquired Companies or any of their
      Subsidiaries or otherwise misappropriating any Acquired Company Owned
      Intellectual Property. 

     

    (i) The
      Acquired Companies and their Subsidiaries have taken commercially reasonable
      steps to protect and preserve the confidentiality of all Proprietary Information
      owned by the Acquired Companies or any of their Subsidiaries. Without limiting
      the generality of the foregoing, the trade secrets of the Acquired Companies
      and
      their Subsidiaries are not part of the pubic knowledge and have not been used
      or
      divulged for the benefit of any Person other than the Acquired Companies and
      their Subsidiaries. Any receipt or use by, or disclosure to, a third party
      of
      Proprietary Information owned by the Acquired Companies or any of their
      Subsidiaries has been pursuant to the terms of binding written confidentiality
      and non-use agreement between the Acquired Companies or such Subsidiary and
      such
      third party ("Nondisclosure
      Agreements").
      True
      and complete copies of the Nondisclosure Agreements, and any amendments thereto,
      have been provided to Buyer. The Acquired Companies and their Subsidiaries
      are,
      and to Sellers’ Knowledge, all other parties thereto are, in compliance with the
      provisions of the Nondisclosure Agreements. 

     

    (j) All
      current and former employees, consultants and contractors of the Acquired
      Companies and their Subsidiaries have executed and delivered, and are in
      compliance with, enforceable agreements regarding the protection of proprietary
      information and providing valid written assignments of all Intellectual Property
      conceived or developed by such employees, consultants or contractors in
      connection with their services for the Acquired Companies and their Subsidiaries
      ("Work
      Product Agreements").
      True
      and complete copies of the Work Product Agreements have been provided to Buyer.
      No current or former employee, consultant or contractor or any other Person
      has
      any right, claim or interest to any of the Acquired Company Intellectual
      Property. 

     

    (k) To
      Sellers’ Knowledge, no employee, consultant or independent contractor of the
      Acquired Companies or any of their Subsidiaries has been, is or will be, by
      performing services for the Acquired Companies or such Subsidiary, in violation
      of any term of any employment, invention disclosure or assignment,
      confidentiality, non competition agreement or other restrictive covenant or
      any
      Order as a result of such employee's, consultant's or independent contractor's
      employment by the Acquired Companies or any Subsidiary or any services rendered
      by such employee, consultant or independent contractor.  

     

    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

       

    

    (l) All
      Intellectual Property that has been distributed, sold or licensed to a third
      party by the Acquired Companies or any of their Subsidiaries that is covered
      by
      a currently effective warranty conforms to and performs in accordance with
      the
      representations and warranties provided with respect to such Intellectual
      Property by or on behalf of the Acquired Companies or such Subsidiary for the
      time period during which such representations and warranties apply.

     

    4.16 Absence
      of Certain Changes or Events.
      Since
      the Balance Sheet Date to the date of this Agreement (with respect to the
      representation and warranty made as of the date of this Agreement) and to the
      Closing Date (with respect to the representation and warranty made as of the
      Closing Date): 

     

    (a)
       there
      has
      not been any material adverse change in the business, financial condition,
      operations or results of operations of the Acquired Companies and their
      Subsidiaries taken as a whole; 

     

    (b)
       neither
      the Acquired Companies nor any of their Subsidiaries has amended or changed
      its
      Charter Documents; 

     

    (c)
       neither
      the Acquired Companies nor any of their Subsidiaries has declared, set aside
      or
      paid any dividend or other distribution (whether in cash, stock or property)
      with respect to any Equity Security or any other security;

     

    (d)
       neither
      the Acquired Companies nor any of their Subsidiaries has split, combined or
      reclassified any Equity Security or other security, or issued, or authorized
      for
      issuance, any Equity Security or other security;

     

    (e) neither
      the Acquired Companies nor any of their Subsidiaries has altered any term of
      any
      outstanding Equity Security or other security;

     

    (f) neither
      the Acquired Companies nor any of their Subsidiaries has (i) increased or
      modified the compensation or benefits payable or to become payable by the
      Acquired Companies or any of their Subsidiaries to any of its current or former
      directors, employees or consultants, (ii) increased or modified any bonus,
      severance, termination, pension, insurance or other employee benefit plan,
      payment or arrangement made to, for or with any current or former directors,
      employees or consultants of the Acquired Companies or any of their Subsidiaries,
      or (iii) entered into any employment, severance or termination agreement;


     

    (g) other
      than (i) the sale of inventory in the Ordinary Course of Business, and (ii)
      the
      grant of non-exclusive Acquired Company Licenses in the Ordinary Course of
      Business, neither the Acquired Companies nor any of their Subsidiaries has
      sold,
      leased, transferred or assigned any property or assets of the Acquired Companies
      or any such Subsidiary;

     

    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    

     

    (h) neither
      the Acquired Companies nor any of their Subsidiaries has incurred, assumed
      or
      guaranteed any Indebtedness;

     

    (i) neither
      the Acquired Companies nor any of their Subsidiaries has created or assumed
      any
      Lien on any asset (other than Liens arising under lease financing arrangements
      existing as of the Balance Sheet Date and Liens for Taxes not yet due and
      payable with respect to which the Acquired Companies and their Subsidiaries
      maintain adequate reserves); 

     

    (j) neither
      the Acquired Companies nor any of their Subsidiaries has made any loan, advance
      or capital contribution to, or investment in, any Person other than travel
      loans
      or advances in the Ordinary Course of Business; 

     

    (k) neither
      the Acquired Companies nor any of their Subsidiaries has entered into any
      Contract or transaction involving more than $25,000 or outside the Ordinary
      Course of Business; 

     

    (l) neither
      the Acquired Companies nor any of their Subsidiaries and, to Sellers’ Knowledge,
      no other party has accelerated, terminated, modified or cancelled any Contract,
      Acquired Company License or Third Party License or transaction involving more
      than $25,000; 

     

    (m) neither
      the Acquired Companies nor any of their Subsidiaries has sold, transferred,
      pledged, assigned or granted, and there has been no material reduction in the
      value of, any Acquired Company Intellectual Property other than grant of
      non-exclusive Acquired Company Licenses in the Ordinary Course of Business;
      

     

    (n) there
      has
      not been any trade dispute as defined by section 218 Trade Union and Labour
      Relations (Consolidation) Act 1992. 

     

    (o) to
      Sellers’ Knowledge, there has not been any violation of or conflict with any Law
      to which the business, operations, assets or properties of the Acquired
      Companies or any of their Subsidiaries are subject; 

     

    (p) none
      of
      Sellers, the Acquired Companies or the Subsidiaries of the Acquired Companies
      has agreed or entered into any arrangement to take any action which, if taken
      prior to the date hereof, would have made any representation or warranty set
      forth in this Article IV untrue or incorrect;  

     

    (q) there
      has
      not been any material damage, destruction or loss with respect to the property
      and assets of the Acquired Companies or any of their Subsidiaries, whether
      or
      not covered by insurance; 

     

    (r) none
      of
      the Acquired Companies or any Subsidiary of the Acquired Companies has made
      any
      change in accounting practices; 

     

    (s) none
      of
      the Acquired Companies or any Subsidiary of the Acquired Companies has made
      any
      Tax election, changed its method of Tax accounting or settled any claim for
      Taxes; or 

     

    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    

     

    (t) none
      of
      Seller, the Acquired Companies or any Subsidiary of the Acquired Companies
      has
      agreed, whether in writing or otherwise, to do any of the
      foregoing.

     

    4.17 Contracts.
      (a) The
      Seller Disclosure Schedule contains a complete and accurate list of each
      Contract or series of related Contracts to which the Acquired Companies or
      any
      of their Subsidiaries is a party or is subject, or by which any of their
      respective assets are bound: 

     

    (i)
      for
      the purchase of materials, supplies, goods, services, equipment or other assets
      and which involves (A) annual payments by the Acquired Companies or any of
      their
      Subsidiaries of $25,000 or more, or (B) aggregate payments by the Acquired
      Companies or any of their Subsidiaries of $100,000 or more; 

     

    (ii)
      (A)
      for the sale by the Acquired Companies or any of their Subsidiaries of
      materials, supplies, goods, services, equipment or other assets, and which
      involves a specified annual minimum dollar sales amount by the Acquired
      Companies or any of their Subsidiaries of $25,000 or more, or (B) pursuant
      to
      which the Acquired Companies or any of their Subsidiaries received payments
      of
      more than $100,000 in the year ended December 31, 2007;

     

    (iii)
      that requires the Acquired Companies or any of their Subsidiaries to purchase
      its total requirements of any product or service from a third party;


     

    (iv)
      that
      (A) continues over a period of more than six months from the date hereof or
      (B)
      involves payments to or by the Acquired Companies or any of their Subsidiaries
      exceeding $25,000, other than arrangements disclosed pursuant to the preceding
      subsections (i) and (ii); 

     

    (v)
      that
      is a partnership, joint venture or similar Contract; 

     

    (vi)
      that
      is a distribution, dealer, representative or sales agency Contract;


     

    (vii)
      that is a (A) Lease or (B) Contract for the lease of personal property, in
      either case which provides for payments to or by the Acquired Companies or
      any
      of their Subsidiaries in any one case of $25,000 or more annually or $100,000
      or
      more over the term of the lease; 

     

    (viii)
      that provides for the indemnification by the Acquired Companies or any of their
      Subsidiaries of any Person, the undertaking by the Acquired Companies or any
      of
      their Subsidiaries to be responsible for consequential damages, or the
      assumption by the Acquired Companies or any of their Subsidiaries of any Tax,
      environmental or other Liability; 

     

    (ix)
      with
      any Governmental Entity;

     

    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    

     

    (x)
      that
      is a note, debenture, bond, equipment trust, letter of credit, loan or other
      Contract for Indebtedness or lending of money (other than to employees for
      travel expenses in the Ordinary Course of Business) or Contract for a line
      of
      credit or guarantee, pledge or undertaking of the Indebtedness of any other
      Person;

     

    (xi)
      for
      a charitable or political contribution in any one case in excess of $1,000
      or in
      the aggregate greater than $5,000;

     

    (xii)
      for
      any capital expenditure or leasehold improvement in any one case in excess
      of
      $5,000 or in the aggregate greater than $25,000; 

     

    (xiii)
      that restrains the ability of the Acquired Companies or any of their
      Subsidiaries to engage or compete in any manner or in any business;


     

    (xiv)
      that is an Acquired Company License or Third Party License; 

     

    (xv)
      relating to the acquisition or disposition of any material business (whether
      by
      merger, sale of stock, sale of assets or otherwise); 

     

    (xvi)
      that is a collective bargaining Contract or other Contract with any labor
      organization, union or association; and 

     

    (xvii)
      that is otherwise material to the Acquired Companies and their Subsidiaries
      as a
      whole and not previously disclosed pursuant to this Section 4.17. 

     

    (b)
       Each
      Contract required to be listed in the Seller Disclosure Schedule (collectively,
      the "Material
      Contracts")
      is
      valid and enforceable in accordance with its terms. The Acquired Companies
      or a
      Subsidiary of the Acquired Companies, as applicable, has complied with and
      is in
      compliance with, and to Sellers’ Knowledge, all other parties thereto have
      complied with and are in compliance with,
      the
      provisions of each Material Contract.

     

    (c) Neither
      the Acquired Companies nor any of their Subsidiaries is, and to Sellers’
Knowledge, no other party thereto is, in default in the performance, observance
      or fulfillment of any obligation, covenant or condition contained in any
      Material Contract, and neither the Acquired Companies nor any of their
      Subsidiaries has given or received notice to or from any Person relating to
      any
      such alleged or potential default that has not been cured. No event has occurred
      which with or without the giving of notice or lapse of time, or both, may
      conflict with or result in a violation or breach of,
      or
      give any Person the right to exercise any remedy under or accelerate the
      maturity or performance of, or cancel, terminate or modify, any Material
      Contract. 

     

    (d) None
      of
      the rights of the Acquired Companies or any of their Subsidiaries under any
      Material Contract will be terminated or impaired by the completion of the
      Acquisition, and all such rights contained in such Material Contract will be
      enforceable by the Acquired Companies or a Subsidiary of the Acquired Companies
      after the Acquisition without the consent or agreement of any other Person
      and
      without payment of any kind. The Seller Disclosure Schedule sets forth an
      accurate and complete list of all Material Contracts that require the consent
      of
      any third party to the Acquisition, a consent to assignment in connection with
      the Acquisition or that are otherwise subject to termination, cancellation,
      imposition of additional obligations or loss of rights in connection with the
      Acquisition. 

     

    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

    

     

    (e) Sellers
      have delivered accurate and complete copies of each Material Contract to Buyer.
      

     

    (f) All
      Contracts other than Material Contracts to which the Acquired Companies or
      any
      of their Subsidiaries is a party or is subject, or by which any of their
      respective assets are bound (collectively, the "Minor
      Contracts")
      are to
      Sellers’ Knowledge, in all material respects valid and enforceable in accordance
      with their terms. Neither the Acquired Companies nor any of their Subsidiaries
      is in default in the performance, observance or fulfillment of any obligation,
      covenant or condition contained therein, and no event has occurred which with
      or
      without the giving of notice or lapse of time, or both, would constitute a
      default thereunder by the Acquired Companies or any of their Subsidiaries,
      except in either case where such default would not and would not reasonably
      be
      expected to have, individually or collectively, a material adverse effect on
      the
      Acquired Companies and their Subsidiaries taken as a whole. None of the rights
      of the Acquired Companies or any of their Subsidiaries under the Minor Contracts
      will be terminated or impaired by the completion of the Acquisition, except
      where any such termination or impairment would not and would not reasonably
      be
      expected to have, individually or collectively, a material adverse effect on
      the
      Acquired Companies and their Subsidiaries taken as a whole. 

     

    4.18 Litigation.
      (a)
      There is no action, suit or proceeding, claim, arbitration, litigation or
      investigation (each, an "Action")
      (i)
      pending or, to Sellers’ Knowledge, threatened against or affecting the Acquired
      Companies or any of their Subsidiaries, or (ii) that challenges or seeks to
      prevent, enjoin or otherwise delay the transactions contemplated by this
      Agreement. No event has occurred or circumstances exist that may give rise
      or
      serve as a basis for any such Action. There is no Action against any current
      or,
      to Sellers’ Knowledge, former director or employee of the Acquired Companies or
      any of their Subsidiaries with respect to which the Acquired Companies or any
      such Subsidiary has or is reasonably likely to have an indemnification
      obligation. 

     

    (b) There
      is
      no unsatisfied judgment, penalty or award against or affecting the Acquired
      Companies or any of their Subsidiaries or any of their respective properties
      or
      assets. There is no award, injunction, judgment, decree, order, ruling, subpoena
      or verdict or other decision (each, an "Order")
      entered, issued or rendered by any Governmental Entity to which the Acquired
      Companies or any of their Subsidiaries or any of their respective properties
      or
      assets are subject. Each of the Acquired Companies and their Subsidiaries is
      in
      compliance with the terms of each Order required to be set forth on the Seller
      Disclosure Schedule. No event has occurred or circumstances exist that may
      constitute or result in (with or without notice or lapse of time) a violation
      of
      any such Order.

     

    4.19 Employee
      Benefits.  (a)
      The
      Seller Companies have not prior to Completion paid, provided or contributed
      towards, and the Seller Companies have not proposed nor are under any
      obligation, liability or commitment however established and whether or not
      legally enforceable to pay, provide or contribute towards, any benefits under
      a
      pension scheme (as defined by section 150 of the Finance Act 2004) for or in
      respect of any present or past officer or employee (or any spouse, child or
      dependant of any of them) of the Seller Companies or of any predecessor in
      business of the Seller Companies.

     

    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

    

     

    (b) The
      Seller Disclosure Schedule contains full and correct details of all benefits
      payable to any officers or employees of the Seller Companies under the Health
      Plan or otherwise and all of the governing documentation of the Health Plan,
      including, without limitation to the generality of the foregoing, copies of
      all
      trust deeds and rules and amendments and additions to them, members’
announcements and booklets. The documents in respect of the Health Plan
      disclosed in the Seller Disclosure Schedule give full particulars of the
      benefits and entitlements payable or prospectively payable under the Health
      Plan
      in respect of the employees or their spouses or dependants.

     

    (c) There
      has
      been supplied to the Buyer a list of all employees who are members of the Health
      Plan, including full details of length of service, date of birth, sex,
      pensionable salary and length of membership, and a list of all employees who
      could become eligible to join the Health Plan upon the satisfaction of any
      conditions of eligibility.

     

    4.20 Labor
      and Employment Matters. 

     

    (a) Terms
      of Employment.
      (i) The
      Seller Disclosure Schedule sets forth a list of all employees and consultants
      of
      the Acquired Companies and their Subsidiaries (including full particulars of
      the
      date of commencement of employment or engagement, period of continuous
      employment in respect of employees, job title or grade, age, salary and all
      material benefits (including pension and medical insurance coverage) provided
      and the applicable terms and conditions of employment and/or engagement) as
      of
      the date hereof. All such information is true, complete and accurate.


     

    (ii) All
      employees and consultants of the Acquired Companies and their Subsidiaries
      may
      be terminated by the Acquired Companies or a Subsidiary on three months notice
      at any time with or without cause and without any severance (other than
      statutory severance) or other Liability to the Acquired Companies or such
      Subsidiary. The Seller Disclosure Schedule sets forth a list of any written,
      and
      a written summary of any oral, employment, consulting, termination or severance
      agreements to which the Acquired Companies or any of their Subsidiaries is
      a
      party or by which any of them is bound ("Employment
      Agreements").
      The
      individuals listed in Section 4.20(a) of the Seller Disclosure Schedule have
      been properly characterized as independent contractors by HM Revenue and
      Customs.

     

    (iii) No
      employees of the Acquired Companies and their Subsidiaries are on secondment,
      maternity leave or absent on other long term leave of absence.

     

    
      
        
        

      

      
        46

        
          

        

      

      
        
        

      

    

     

    (iv) No
      outstanding offer of employment or engagement has been made by the Acquired
      Companies and their Subsidiaries to any person nor has any person accepted
      an
      offer of employment or engagement made by the Acquired Companies and their
      Subsidiaries but who has not yet commenced such employment or
      engagement.

     

    (b) Bonus
      and Other Schemes.
      (i)
      The Acquired Companies and their Subsidiaries do not have in existence or
      participate in any share incentive scheme or share option scheme nor are they
      proposing to introduce or participate in any such scheme.

     

    (ii) There
      are
      no schemes (whether contractual or discretionary) in operation by, or in
      relation to, the Acquired Companies and their Subsidiaries under which any
      director or employee of the Acquired Companies and their Subsidiaries or former
      director or employee is entitled to any bonus, profit-share, commission or
      other
      incentive scheme (whether calculated by reference to the whole or part of the
      turnover, profits/losses or sales of the Acquired Companies and their
      Subsidiaries or otherwise).

     

    (iii) The
      Acquired Companies and their Subsidiaries are not bound nor accustomed to pay
      any monies (other than in respect of contractual remuneration or emoluments
      of
      employment or pension benefits) to or for the benefit of any director or
      employee of the Acquired Companies and their Subsidiaries.

     

    (c) Changes
      in remuneration and terms and conditions.
      (i)
      Since January 1, 2008, no material change has been made in the rate of
      remuneration, emoluments, pension benefits or other terms of employment, of
      any
      director, employee or consultant of the Acquired Companies and the
      subsidiaries;

     

    (ii) No
      agreement has been reached with any director, employee, trade union or other
      body representing employees that will or may on a future date result in an
      increase in any director’s or employee’s rate of remuneration or enhanced
      emoluments of employment or pension benefits. 

     

    (d) Compliance.
      (i)
      Each person employed, hired or engaged by the Acquired Companies and their
      Subsidiaries has valid and subsisting permission to live and work full time
      in
      the United Kingdom in the role in which they are employed, hired or engaged
      for
      the purposes of section 8 of the Asylum and Immigration Act 1996 or sections
      15
      and 21 of the Immigration, Asylum and Nationality Act 2006 and the Acquired
      Companies and their Subsidiaries have complied with their obligations under
      such
      legislation.

     

    (ii) In
      relation to any contract of employment between the Acquired Companies and their
      Subsidiaries and any of their directors, all statutory requirements (including
      without limitation, and provision for enforcement of fair dealing by directors)
      have been fulfilled.

     

    (iii) In
      relation to each of its employees and so far as relevant in relation to each
      of
      its former employees, consultants and workers the Acquired Companies and their
      Subsidiaries have complied with all statutes, regulations, codes of conduct,
      collective agreements, terms and conditions of employment, orders and awards
      relevant to their conditions of service or to the relations between it and
      its
      employees, consultants and workers (or former employees, consultants and workers
      as the case may be) or any recognised trade union.

     

    
      
        
        

      

      
        47

        
          

        

      

      
        
        

      

    

     

    (iv) During
      the period of 6 years preceding the date of this Agreement, the Acquired
      Companies and their Subsidiaries have not been a party to any "relevant
      transfer" (as defined in the Transfer of Undertakings (Protection of Employment)
      Regulations 2006, as amended). 

    


    (e) Employment
      Claims.
      (i)
      There are no legal or other proceedings between the Acquired Companies and
      their
      Subsidiaries on the one hand and any director, employee, consultant or former
      director or employee of the Acquired Companies and their Subsidiaries on the
      other hand nor are any such proceedings pending or threatened.

    


    (ii) There
      are
      no claims pending or, to Sellers’ Knowledge, threatened or capable of arising
      against the Acquired Companies and their Subsidiaries by an employee,
      independent contractor or any other third party, in respect of any accident,
      disease, illness or injury, which are not fully covered by
      insurance.

    


    (iii) In
      the 12
      months preceding this Agreement, no improvement or prohibition notice has been
      served on the Acquired Companies and their Subsidiaries in connection with
      the
      conduct of its business by any body responsible for health and
      safety.

    


    (f) Discrimination.
      (i) Each
      of
      the Acquired Companies and their Subsidiaries has complied with each, and is
      not
      in violation of any, Law relating to unlawful discrimination and equal pay
      and
      there are, and have been, no violations of any other Law respecting the hiring,
      hours, wages, occupational safety and health, employment, promotion, termination
      or benefits of any employee or other Person.

     

    (ii) There
      are
      no terms or conditions under which any director or employee of the Acquired
      Companies and their Subsidiaries is employed nor has anything occurred or not
      occurred that may give rise to any claim for any form of unlawful
      discriminationor equal pay either under domestic United Kingdom, European law
      or
      the laws of any other jurisdiction to the extent applicable whether by such
      director or employee or a former director or employee or a prospective director
      or employee or otherwise.

     

    (iii) In
      the 12
      months preceding this Agreement, there has been no recommendation made by an
      employment tribunal nor any investigation by any body responsible for
      investigating or enforcing matters relating to any unlawful
      discrimination.

     

    (g) Effect
      of Sale.
      (i) No
      director nor any employee of the Acquired Companies and their Subsidiaries
      has
      given or received notice terminating his employment or office, except as
      expressly contemplated in this agreement and no such director or employee will
      be entitled to give such notice as a result of the provisions of this
      agreement.

     

    
      
        
        

      

      
        48

        
          

        

      

      
        
        

      

    

     

    (ii) No
      director or employee will be entitled by reason of the transactions contemplated
      by this agreement to any one-off payment, bonus or commission or to terminate
      his employment other than on normal contractual terms.

     

    (h) Redundancies.
      (i)
      During the 12 months preceding the date of this Agreement, the Acquired
      Companies and their Subsidiaries have not given notice of any redundancies
      to
      the relevant Secretary of State or started consultations with any trade union
      under Chapter II of Part IV Trade Union and Labour Relations (Consolidation
      )
      Act 1992 or failed to comply with any of their obligations under Chapter II
      of
      Part IV of such Act.

     

    (ii)
      There are no current severance, redundancy or other similar agreements or
      schemes conferring any entitlement on any of the directors and employees of
      the
      Acquired Companies and their Subsidiaries to receive any payment on the
      termination of their employment (except for contractual notice
      pay).

     

    (i) Collective
      Agreements.
      The
      Acquired Companies and their Subsidiaries have not entered into any collective
      agreement or arrangement with nor do they recognise a trade union, works
      council, staff association or other body representing any of their employees
      nor
      have they done any act which might be construed as recognition.

     

    (j) Industrial
      disputes.
      (i)
      Neither the Acquired Companies and their Subsidiaries nor their directors or
      employees is involved in any actual or threatened trade dispute as defined
      by
      section 218 Trade Union and Labour Relations (Consolidation) Act
      1992.

     

    (ii) No
      dispute has arisen during the 6 years preceding the date of this Agreement
      between the Acquired Companies and their Subsidiaries and any material number
      or
      category of their employees (or any trade union or other body representing
      all
      or any of such employees) and there are no facts, matters or circumstances
      which
      may give rise to any such dispute.

     

    4.21 Environmental.
      Except
      as disclosed in the Seller Disclosure Schedule, (a) each of the Acquired
      Companies complies with all applicable Laws protecting the quality of the
      ambient air, soil, surface water or groundwater or otherwise relating to
      pollution, contamination or protection of the environment and possesses and
      complies with all applicable Permits required under any such Laws to operate
      as
      it currently operates and (b) there are no legal proceedings pending or, to
      the
      Knowledge of Sellers, threatened, that seek to enforce or impose liability
      under
      any such Law against the Acquired Companies, or to revoke or modify any such
      Permit held by the Acquired Companies. 

     

    4.22 Insurance.
      (a) The
      Seller Disclosure Schedule sets forth (i) an accurate and complete list of
      each
      insurance policy which covers the Acquired Companies or any of their
      Subsidiaries or their respective businesses, properties, assets, directors
      or
      employees (the "Policies")
      and
      (ii) a list of all pending claims and the claims history for the Acquired
      Companies and their Subsidiaries during the current year and the preceding
      three
      years (including with respect to insurance obtained but not currently
      maintained). There are no pending claims under any of such Policies as to which
      coverage has been questioned, denied or disputed by the insurer or in respect
      of
      which the insurer has reserved its rights.

     

    
      
        
        

      

      
        49

        
          

        

      

      
        
        

      

    

     

    (b) All
      Policies are issued by an insurer that is reputable, are in full force and
      effect and, to Sellers’ Knowledge are enforceable in accordance with their terms
      and will continue in full force and effect with respect to the Acquired
      Companies and their Subsidiaries following the Acquisition. Such Policies
      provide adequate insurance coverage for the Acquired Companies and their
      Subsidiaries and their respective businesses, properties, assets and employees,
      and are sufficient for compliance with all Laws and Contracts to which the
      Acquired Companies or any of their Subsidiaries is a party or by which it is
      bound.

     

    (c) All
      premiums due under the Policies have been paid in full or, with respect to
      premiums not yet due, accrued. Neither the Acquired Companies nor any Subsidiary
      of the Acquired Companies has received a notice of cancellation of any Policy
      or
      of any material changes that are required in the conduct of the business of
      the
      Acquired Companies and their Subsidiaries as a condition to the continuation
      of
      coverage under, or renewal of, any such Policy. There is no existing default
      or
      event which, with the giving of notice or lapse of time or both, would
      constitute a default under any Policy or entitle any insurer to terminate or
      cancel any Policy. Sellers have no Knowledge of any threatened termination
      of,
      or material premium increase with respect to, any Policy and none of such
      Policies provides for retroactive premium adjustments.

     

    4.23 Product
      Warranty.
      (a)
      There are no warranties (express or implied) outstanding with respect to any
      products currently or formerly manufactured, sold, distributed or licensed,
      or
      any services rendered, by the Acquired Companies or any of their Subsidiaries
      ("Products"),
      beyond that set forth in the applicable standard conditions of sale, copies
      of
      which are included in the Seller Disclosure Schedule. 

     

    (b) Each
      Product manufactured, sold, distributed or licensed by the Acquired Companies
      or
      any of their Subsidiaries has been in conformity with all applicable contractual
      commitments and warranties. There are no material design, manufacturing or
      other
      material defects, latent or otherwise, with respect to any Products and such
      Products are not toxic when used in accordance with their intended use. Each
      Product which has been sold or shipped prior to Closing contains all warnings
      required by applicable Law and such warnings are in accordance with reasonable
      industry practice.

     

    (c) The
      Interim Balance Sheet reflects adequate reserves (in accordance with UK GAAP)
      for product design and warranty claims and other damages in connection with
      any
      Product manufactured, shipped or sold by the Acquired Companies or any of their
      Subsidiaries on or prior to the Interim Balance Sheet Date. The accounting
      records of the Acquired Companies and their Subsidiaries will reflect adequate
      reserves (in accordance with UK GAAP) for all such claims in connection with
      Products manufactured, shipped or sold by the Acquired Companies and their
      Subsidiaries on or prior to the Closing Date.

     

    
      
        
        

      

      
        50

        
          

        

      

      
        
        

      

    

     

    4.24 Books
      and Records.
      The
      minute books (containing the records of the meetings, or written consents in
      lieu of such meetings, of the stockholders, the board of directors and any
      committees of the board of directors), the stock certificate books, and the
      stock record books of the Acquired Companies and their Subsidiaries are correct
      and complete, and have been maintained in accordance with the Companies Acts
      and
      otherwise in accordance with sound business practices. The minute books of
      the
      Acquired Companies and their Subsidiaries contain accurate and complete records
      of all meetings, or actions taken by written consent, of the stockholders,
      the
      board of directors and any committees of the board of directors, of the Acquired
      Companies and their Subsidiaries, and no meeting, or action by written consent
      in lieu of such meeting, of any such stockholders, board of directors or
      committee of such board of directors, has been held for which minutes have
      not
      been prepared and not contained in the minute books. At the Closing, all of
      the
      books and records of the Acquired Companies and their Subsidiaries will be
      in
      the possession of the Acquired Companies. At the Closing, Sellers will deliver,
      or cause to be delivered, to Buyer or its designee all of the minute books
      of
      the Acquired Companies and their Subsidiaries.

     

    4.25 Suppliers
      and Aggregators.
      The
      Seller Disclosure Schedule sets forth with respect to each of the Acquired
      Companies and their Subsidiaries (a) each supplier from whom purchases exceeded
      $25,000 in the year ended December 31, 2006 or December 31, 2007 or that is
      otherwise material to the Acquired Companies or any of their Subsidiaries,
      (b)
      each supplier who constitutes a sole source of supply to the Acquired Companies
      or any of their Subsidiaries; and (c) with respect to each year ended December
      31, 2006 or December 31, 2007 and the eight-month period ended August 31, 2008,
      each aggregator that has contributed in excess of 15% percent of the Companies’
revenues on a consolidated basis for such year or period. The relationships
      of
      each of the Acquired Companies and their Subsidiaries with each such supplier
      and aggregator are good commercial working relationships. No such supplier
      or
      aggregator has canceled or otherwise terminated, or threatened to cancel or
      otherwise terminate, its relationship with the Acquired Companies or any of
      their Subsidiaries. None of Sellers, the Acquired Companies or the Subsidiaries
      of the Acquired Companies has received notice that any such supplier or
      aggregator may cancel or otherwise materially and adversely modify its
      relationship with the Acquired Companies or any Subsidiary of the Acquired
      Companies or limit its services, supplies or materials to the Acquired Companies
      or any Subsidiary of the Acquired Companies, either as a result of the
      Acquisition or otherwise.

     

    
      
        
        

      

      
        51

        
          

        

      

      
        
        

      

    

     

    4.26 Brokers
      or Finders.
      Sellers
      represent, as to themselves and their Affiliates, including the Acquired
      Companies and the Subsidiaries of the Acquired Companies, that no agent, broker,
      investment banker or other firm or person is or will be entitled to any broker's
      or finder's fee or any other commission or similar fee in connection with any
      of
      the transactions contemplated by this Agreement.

     

    4.27 Bank
      Accounts.
      The
      Seller Disclosure Schedule sets forth the name of each bank, safe deposit
      company or other financial institution in which the Acquired Companies or any
      of
      their Subsidiaries has an account, lock box or safe deposit box and the names
      of
      all persons authorized to draw thereon or have access thereto.

     

    4.28 Powers
      of Attorney.
      Except
      as set forth in the Seller Disclosure Schedule, there are no outstanding powers
      of attorney executed by or on behalf of the Acquired Companies or any of their
      Subsidiaries in favor of any Person.

     

    4.29 Fierce
      Sale.
      The
      total costs and expenses that would be incurred by AMV in connection with a
      shut-down, dissolution, liquidation or similar closing of the business of Fierce
      as it currently exists without any material change or the entering into of
      any
      material commitment prior to such event (except for the costs and expenses
      of
      the acquisition of the Sky Channel) (a “Fierce Sale”),
      prior
      to January 1, 2009 are less than £25,000, Sellers acknowledge that in the event
      that the total costs and expenses of such a Fierce Sale exceed £25,000, then the
      excess amount of such costs and expenses over £25,000 shall be borne by Sellers
      in accordance with Article X. In the event that a Fierce Sale occurs on or
      after
      January 1, 2009, then the costs and expenses incurred in connection with such
      Fierce Sale shall be borne by Buyer. 

     

    4.30 Completeness
      of Disclosure.
      No
      representation or warranty by Sellers in this Agreement, and no statement made
      by Sellers in the Seller Disclosure Schedule, or any certificate or other
      document furnished or to be furnished to Buyer pursuant hereto, or in connection
      with the execution or performance of this Agreement, when taken together,
      contains or will at the Closing contain any untrue statement of a material
      fact
      or omits or will omit to state a material fact required to be stated herein
      or
      therein or necessary to make any statement herein or therein not misleading.
      

     

    ARTICLE
      V

     

    REPRESENTATIONS
      AND WARRANTIES OF BUYER

     

    Buyer
      represents and warrants to Sellers that each statement contained in this Article
      IV is true and correct as of the date hereof, except as set forth in the
      disclosure schedule dated and delivered as of the date hereof by Buyer to
      Sellers (the "Buyer
      Disclosure Schedule"),
      which
      is attached to this Agreement and is designated therein as being the Buyer
      Disclosure Schedule. The Buyer Disclosure Schedule shall be arranged in sections
      corresponding to each Section of this Article V. Each exception to a
      representation and warranty set forth in the Buyer Disclosure Schedule shall
      be
      deemed to qualify the specific representation and warranty which is referenced
      in the applicable section of the Buyer Disclosure Schedule, and no other
      representation or warranty.

     

    
      
        
        

      

      
        52

        
          

        

      

      
        
        

      

    

     

    5.1 Organization
      and Good Standing.
      Buyer
      is a corporation duly organized, validly existing and in good standing under
      the
      laws of the jurisdiction of its incorporation, has all requisite corporate
      power
      to own, lease and operate its properties and to carry on its business as now
      being conducted. 

     

    5.2 Authority
      and Enforceability.
      (a) Buyer
      has
      the requisite power and authority to enter into this Agreement and to complete
      the Acquisition. The execution and delivery of this Agreement and the completion
      of the Acquisition have been duly authorized by all necessary corporate action
      on the part of Buyer. This Agreement has been duly executed and delivered by
      Buyer and, assuming due authorization, execution and delivery by Sellers,
      constitutes the valid and binding obligation of Buyer, enforceable against
      it in
      accordance with its terms.
      

     

    (b) The
      shares of Buyer Common Stock to be issued by Buyer in connection with the
      Acquisition, upon issuance in accordance with the terms of this Agreement,
      will
      be duly authorized and validly issued, and, assuming that the representations
      and warranties of the Sellers contained herein and in the Regulation S
      Certificate are true, will be issued in accordance with the exemption provisions
      of the Securities Act and in compliance with state and Federal securities
      laws.

     

    (c) Buyer
      is
      not a party or subject to any stockholder agreement, voting agreement, voting
      trust or any other similar arrangement which has the effect of restricting
      or
      limiting the transfer, voting or other rights associated with the Stock
      Consideration. 

     

    5.3 No
      Conflicts; Consents.

     

    (a) Except
      as
      set forth on Schedule 5.3 of the Buyer Disclosure Schedule, the execution and
      delivery of this Agreement by Buyer does not, and the completion of the
      Acquisition by Buyer will not, (i) violate the provisions of any of the Charter
      Documents of Buyer, (ii) violate any Contract to which Buyer is a party, (iii)
      to the knowledge of Buyer, violate any Law of any Governmental Entity applicable
      to Buyer on the date hereof, or (iv) to the knowledge of Buyer, result in the
      creation of any Liens upon any of the assets owned or used by Buyer, except
      in
      each such case where such violation or Lien would not reasonably be expected
      materially to impair or delay the ability of Buyer to perform its obligations
      under this Agreement or consummate the Acquisition. 

     

    (b) No
      consent of or filing with any Governmental Entity is required by Buyer in
      connection with the execution and delivery of this Agreement and the completion
      of the Acquisition, except for (i) such filings as may be required under the
      antitrust or competition Laws of any foreign country, (ii) such consents,
      approvals, orders, authorizations, registrations, declarations and filings
      as
      may be required under applicable federal and state securities laws and the
      laws
      of any foreign country, and (iii) such consents or filings the failure to obtain
      which would not reasonably be expected to materially impair or delay the ability
      of Buyer to perform its obligations under this Agreement or complete the
      Acquisition.

     

    
      
        
        

      

      
        53

        
          

        

      

      
        
        

      

    

     

    5.4 Litigation.
      There
      is no Action pending or, to the knowledge of Buyer, threatened against or
      affecting, Buyer which (a) in any manner challenges or seeks to enjoin, alter
      or
      materially delay the Acquisition, or (b) would reasonably be expected to have
      a
      material adverse effect on Buyer.

     

    5.5 Purchase
      for Investment.
      The
      Shares purchased by Buyer pursuant to this Agreement are being acquired for
      investment only and not with a view to any public distribution thereof. Buyer
      shall not offer to sell or otherwise dispose of, or sell or otherwise dispose
      of, the Shares so acquired by it in violation of any of the registration
      requirements of the Securities Act.

     

    5.6 SEC
      Filings; Financial Statements.
      (a)
      Buyer has made available to the Sellers a correct and complete copy of each
      report, registration statement and definitive proxy statement filed by Buyer
      with the Securities and Exchange Commission (the “SEC”)
      (the
“Buyer
      SEC Reports”)
      on or
      since January 1, 2008, which are all the forms, reports and documents required
      to be filed by Buyer with the SEC since such date. As of their respective dates
      the Buyer SEC Reports: (i) were prepared in accordance and complied in all
      material respects with the requirements of the Securities Act or the Exchange
      Act of 1934, as amended (the “Exchange Act”),
      as
      the case may be, and the rules and regulations of the SEC thereunder applicable
      to such Buyer SEC Reports, and (ii) did not at the time they were filed (and
      if
      amended or superseded by a filing prior to the date of this Agreement then
      on
      the date of such filing and as so amended or superseded) contain any untrue
      statement of a material fact or omit to state a material fact required to be
      stated therein or necessary in order to make the statements therein, in light
      of
      the circumstances under which they were made, not misleading. Except to the
      extent set forth in the preceding sentence, Buyer makes no representation or
      warranty whatsoever concerning the Buyer SEC Reports as of any time other than
      the time they were filed. 

     

    (b) Each
      set
      of financial statements (including, in each case, any related notes thereto)
      contained in Buyer SEC Reports, including each Buyer SEC Report filed after
      the
      date hereof until the Closing, complied or will comply as to form in all
      material respects with the published rules and regulations of the SEC with
      respect thereto, was or will be prepared in accordance with US GAAP applied
      on a
      consistent basis throughout the periods involved (except as may be indicated
      in
      the notes thereto or, in the case of unaudited statements, do not contain
      footnotes as permitted by Form 10-Q of the Exchange Act) and each fairly
      presents or will fairly present in all material respects the financial position
      of Buyer at the respective dates thereof and the results of its operations
      and
      cash flows for the periods indicated, except that the unaudited interim
      financial statements were, are or will be subject to normal adjustments which
      were not or are not expected to have a material adverse effect on Buyer taken
      as
      a whole.

     

    5.7 Brokers
      or Finders.
      Buyer
      represents, as to itself and its Affiliates, that no agent, broker, investment
      banker or other firm or person is or will be entitled to any broker's or
      finder's fee or any other commission or similar fee in connection with any
      of
      the transactions contemplated by this Agreement.

     

    
      
        
        

      

      
        54

        
          

        

      

      
        
        

      

    

     

    5.8 Indebtedness.
      Except
      for as set forth in that certain Amendment and Waiver to Senior Secured Note,
      entered into as of February 12, 2008, relating to that certain Senior Secured
      Note issued by Twistbox Entertainment, Inc. (a wholly-owned subsidiary of Buyer)
      to ValueAct Smallcap Master Fund, L.P. (“ValueAct”),
      as
      amended on February 12, 2008, due on January 30, 2010 (the “ValueAct
      Note”),
      Buyer
      has not agreed to assume, incur or guarantee any Indebtedness. The ValueAct
      Note
      is valid and enforceable in accordance with its terms. Buyer and its
      wholly-owned subsidiary, Twistbox Entertainment, Inc., have complied with and
      are in compliance with the provisions of the ValueAct Note applicable to them.
      

     

    5.9 Completeness
      of Disclosure.
      No
      representation or warranty by Buyer in this Agreement, and no statement made
      by
      Buyer in the Buyer Disclosure Schedule, or any certificate or other document
      furnished or to be furnished to Sellers pursuant hereto, or in connection with
      the execution or performance of this Agreement, when taken together, contains
      or
      will at the Closing contain any untrue statement of a material fact or omits
      or
      will omit to state a material fact required to be stated herein or therein
      or
      necessary to make any statement herein or therein not misleading.

     

    ARTICLE
      VI

     

    COVENANTS
      OF SELLERS

     

    6.1 Conduct
      of Business.
      During
      the period from the date of this Agreement and continuing until the earlier
      of
      the termination of this Agreement or the Closing Date, except with the prior
      written consent of Buyer, Founding Sellers shall cause the Acquired Companies
      and each Subsidiary of the Acquired Companies to:

     

    (a) maintain
      its corporate existence, pay its debts and Taxes when due, pay or perform other
      obligations when due, and carry on its business in the usual, regular and
      ordinary course in a manner consistent with past practice and in accordance
      with
      the provisions of this Agreement and in compliance with all Laws, Authorizations
      and Contracts;

     

    (b) use
      its
      reasonable best efforts consistent with past practices and policies to preserve
      intact its present business organization, keep available the services of its
      present employees and preserve its relationships with customers, suppliers,
      distributors, licensors, licensees, and others having business dealings with
      it,
      to the end that its goodwill and ongoing businesses be substantially unimpaired
      on the Closing Date;

     

    (c) maintain
      its facilities and assets in the same state of repair, order and conditions
      as
      they are on the date hereof, reasonable wear and tear excepted;

     

    (d) maintain
      its books and records in accordance with past practice, and use its reasonable
      best efforts to maintain in full force and effect all Authorizations and
      Policies;

     

    
      
        
        

      

      
        55

        
          

        

      

      
        
        

      

    

     

    (e) promptly
      notify Buyer of any event or occurrence not in the Ordinary Course of Business;
      and

     

    (f) use
      its
      reasonable best efforts to conduct its business in such a manner that on the
      Closing Date the representations and warranties of Sellers contained in this
      Agreement shall be true and correct, as though such representations and
      warranties were made on and as of such date, and Sellers shall use their
      reasonable best efforts to cause all of the conditions to the obligations of
      Buyer under this Agreement to be satisfied on or prior to the Closing
      Date.

     

    6.2 Negative
      Covenants.
      Except
      as expressly provided in this Agreement, during the period from the date of
      this
      Agreement and continuing until the earlier of the termination of this Agreement
      or the Closing Date, Founding Sellers shall not permit the Acquired Companies
      or any Subsidiary of the Acquired Companies to, without the prior written
      consent of Buyer except in the Ordinary Course of Business and consistent with
      past practices:

     

    (a) adopt
      or
      propose any amendment to the Charter Documents of the Acquired Companies or
      any
      Subsidiary of the Acquired Companies;

     

    (b) declare,
      set aside or pay any dividend or other distribution (whether in cash, stock
      or
      other property) with respect to any Equity Security or other security;


     

    (c) issue
      or
      authorize for issuance any Equity Security or other security, or make any change
      in any issued and outstanding Equity Security or other security, or redeem,
      purchase or otherwise acquire any Equity Security or other
      security;

     

    (d) (i)
      other
      than pursuant to a written agreement or the schemes disclosed in the Seller
      Disclosure Schedule in the amount required thereunder, (A) increase or modify
      the compensation or benefits payable or to become payable by the Acquired
      Companies or any Subsidiary of the Acquired Companies to any of its current
      or
      former directors, employees or consultants, or (B) increase or modify any bonus,
      severance, termination, pension or insurance, payment or arrangement made to,
      for or with any current or former directors, employees or consultants of the
      Acquired Companies or any Subsidiary of the Acquired Companies, or (ii) enter
      into any employment, severance or termination agreement;

     

    (e) establish,
      adopt, enter into, amend or terminate any schemes, collective bargaining,
      thrift, compensation or other plan, agreement, trust, fund, policy or
      arrangement for the benefit of any current or former directors, employees or
      consultants of the Acquired Companies or any Subsidiary of the Acquired
      Companies;

     

    (f) sell,
      lease, transfer or assign any property or assets of the Acquired Companies
      or
      any Subsidiary of the Acquired Companies, except (i) sales of inventory in
      the
      Ordinary Course of Business consistent with past practice and (ii) the grant
      of
      non-exclusive Acquired Company Licenses in the Ordinary Course of Business
      consistent with past practice; 

     

    
      
        
        

      

      
        56

        
          

        

      

      
        
        

      

    

     

    (g) assume,
      incur or guarantee any Indebtedness, except for endorsements for collection
      in
      the Ordinary Course of Business, or modify the terms of any existing
      Indebtedness;

     

    (h) mortgage,
      pledge or subject to Liens any properties or assets of the Acquired Companies
      or
      any Subsidiary of the Acquired Companies;

     

    (i) make
      any
      loans, advances or capital contributions to, or investments in, any Person
      other
      than travel loans or advances in the Ordinary Course of Business consistent
      with
      past practice;

     

    (j) (i)
      amend, modify, cancel or waive any rights under any Material Contract, (ii)
      enter into any Contract which, if entered into prior to the date hereof, would
      have been required to be set forth in the Seller Disclosure Schedule, or (iii)
      otherwise take any action or engage in any transaction that is material to
      the
      Acquired Companies and their Subsidiaries taken as a whole;

     

    (k) make
      any
      capital expenditure, or commit to make any capital expenditure which in any
      one
      case exceeds $5,000 or capital expenditures which in the aggregate exceed
      $25,000;

     

    (l) acquire
      any assets other than inventory in the Ordinary Course of Business consistent
      with past practice;

     

    (m) make
      any
      filings or registrations, with any Governmental Entity, except routine filings
      and registrations made in the Ordinary Course of Business; 

     

    (n) be
      party
      to any merger, acquisition, consolidation, recapitalization, liquidation,
      dissolution or similar transaction involving, or any purchase of all or any
      substantial portion of its assets or Equity Securities or other
      securities;

     

    (o) take
      any
      actions outside the Ordinary Course of Business;

     

    (p) make
      any
      changes in its accounting methods, principles or practices;

     

    (q) make
      any
      Tax election, change its method of Tax accounting or settle any claim relating
      to Taxes; 

     

    (r) take
      any
      action or omit to do any act within its control which action or omission will
      cause it to breach any obligation contained in this Agreement or cause any
      representation or warranty of Sellers not to be true and correct as of the
      Closing Date; or

     

    (s) agree,
      whether in writing or otherwise, to do any of the foregoing.

     

    
      
        
        

      

      
        57

        
          

        

      

      
        
        

      

    

     

    6.3 Access
      to Information.
      Subject
      to the terms of Section 8 of that certain letter of intent, by and between
      Buyer, the Founding Sellers and AMV, dated August 20, 2008 (the "Letter
      of Intent"),
      Founding Sellers shall, and shall cause the Acquired Companies and the
      Subsidiaries of the Acquired Companies to, afford to Buyer's officers,
      directors, employees, accountants, counsel, consultants, advisors and agents
      ("Representatives")
      free
      and full access to and the right to inspect, during normal business hours,
      all
      of the Real Property, properties, assets, records, Contracts and other documents
      related to the Acquired Companies and the Subsidiaries of the Acquired
      Companies, and shall permit them to consult with the officers, employees,
      accountants, counsel and agents of the Seller Companies for the purpose of
      making such investigation of the Acquired Companies and the Subsidiaries of
      the
      Acquired Companies as Buyer shall desire to make. Sellers shall furnish to
      Buyer
      all such documents and copies of documents and records and information with
      respect to the Acquired Companies and the Subsidiaries of the Acquired Companies
      and copies of any working papers
      relating thereto as Buyer may request. Without limiting the foregoing, Sellers
      shall permit Buyer and its Representatives to conduct environmental due
      diligence of the Acquired Companies and their Subsidiaries and the Real
      Property, including, without limitation, the collecting and analysis of samples
      of indoor or outdoor air, surface water, groundwater or surface or subsurface
      land on, at, in, under or from the Acquired Companies, their Subsidiaries and
      the Real Property. 

     

    6.4 Resignations;
      Appointments.
      (a) On
      the Closing Date, Founding Sellers shall cause to be delivered to Buyer, from
      all Persons other than the Founding Sellers, duly signed resignations, effective
      immediately after the Closing, of all directors or members of other similar
      governing body of their position as a director (and, if requested by Buyer
      prior
      to Closing, of officers of their position as an officer) of the Acquired
      Companies and the Subsidiaries of the Acquired Companies.

     

    (b) Buyer
      shall appoint three nominees to serve as directors (or officers, as requested)
      of AMV and each of its Subsidiaries.

     

    6.5 Release
      of Liens.
      Except
      with respect to the charge existing in favor of HSBC, prior to the Closing
      Date,
      Founding Sellers shall have caused to be released all mortgages, liens, pledges,
      debentures, charges, rent charges, security interests or similar encumbrances
      in
      and upon any of the properties and assets of the Acquired Companies and the
      Subsidiaries of the Acquired Companies. 

     

    6.6 Confidentiality.
      From
      and after the Closing Date, Founding Sellers will severally and not jointly,
      and
      will cause their Affiliates to, hold, and will use its reasonable best efforts
      to cause its and their respective Representatives to hold, in confidence any
      and
      all information, whether written or oral, concerning the Acquired Companies
      and
      the Subsidiaries of the Acquired Companies, except to the extent that Founding
      Sellers can show that such information (a) is in the public domain through
      no
      fault of Founding Sellers or any of their Affiliates or (b) is lawfully acquired
      by Founding Sellers or any of their Affiliates after the Closing Date from
      sources which are not prohibited from disclosing such information by a legal,
      contractual or fiduciary obligation. If Founding Sellers or any of their
      Affiliates or Representatives is compelled to disclose any such information
      by
      judicial or administrative process or by other requirements of Law, Founding
      Sellers shall promptly notify Buyer in writing and shall disclose only that
      portion of such information which Founding Sellers are advised by their counsel
      in writing is legally required to be disclosed, provided that
      Founding
      Sellers shall exercise their reasonable best efforts to obtain an appropriate
      protective order or other reasonable
      assurance that confidential treatment will be accorded such
      information.
      Notwithstanding anything else in this Agreement to the contrary, Founding
      Sellers (and each employee, representative, or other agent of Founding Sellers)
      may disclose to any and all persons, without limitation of any kind, the tax
      treatment and tax structure of any and all transaction(s) contemplated herein
      and all materials of any kind (including opinions or other tax analyses) that
      are or have been provided to Founding Sellers (or to any employee,
      representative, or other agent of Founding Sellers) relating to such tax
      treatment or tax structure; provided that
      this
      authorization of disclosure shall not apply to restrictions reasonably necessary
      to comply with securities laws.

     

    
      
        
        

      

      
        58

        
          

        

      

      
        
        

      

    

     

    6.7 Consents.
      Founding Sellers shall, and shall cause the Acquired Companies and each
      Subsidiary of the Acquired Companies to, obtain the consents, waivers,
      assignments and approvals (collectively, "Consents")
      under
      each material Contract to which it is a party as may be required in connection
      with the Acquisition so as to preserve all rights of, and benefits to, Buyer,
      the Acquired Companies and the Subsidiaries of the Acquired Companies
      thereunder; provided that
      no
      Indebtedness shall be repaid, and no Contract shall be amended nor any right
      thereunder be waived, to obtain any such Consent. All of the Consents are set
      forth in the Seller Disclosure Schedule. 

     

    6.8 Notification
      of Certain Matters.
      Sellers'
      Representative shall give prompt notice to Buyer of (a) the occurrence or
      non-occurrence of any event, the occurrence or non-occurrence of which would
      reasonably be expected to cause any representation or warranty of Sellers
      contained in this Agreement to be untrue
      or
      inaccurate at or prior to the Closing and (b) any failure of Sellers
      to comply
      with or satisfy any covenant, condition or agreement to be complied with or
      satisfied by it hereunder.
      Sellers' representative shall notify Buyer in writing of the existence or
      happening of any fact, event or occurrence which should be included in the
      Seller Disclosure Schedule in order to make the representations and warranties
      set forth in Articles III and IV true and correct as of the Closing Date (each
      such additional written disclosure, a "Seller Disclosure Schedule Supplement").
      Within 15 days of the date of receipt of such a Seller Disclosure Schedule
      Supplement, Buyer may elect to terminate this Agreement by giving written notice
      to the Buyer pursuant to Section 9.1;
      provided,
      however,
      that
Seller
      shall be granted a reasonable opportunity to cure any events occurring prior
      to
      Closing disclosed pursuant to such Seller Disclosure Schedule Supplement.
      Buyer's failure to terminate this Agreement within such 15 day period shall
      be
      deemed Buyer's acceptance of any such Seller Disclosure Schedule Supplement
      as
      if it was part of the Seller Disclosure Schedules as of the date of this
      Agreement.

     

    6.9 [INTENTIONALLY
      LEFT BLANK].

     

    
      
        
        

      

      
        59

        
          

        

      

      
        
        

      

    

     

    6.10 Insurance.
      

     

    (a) To
      the
      extent that Founding Sellers shall be entitled under the terms and conditions
      of
      "occurrence" based Policies in effect on the date hereof to coverage for losses
      suffered by the Acquired Companies or any Subsidiary of the Acquired Companies
      after the Closing arising out of any occurrences covered by such Policies
      occurring prior to the Closing, Founding Sellers shall, and shall cause their
      Subsidiaries to, use such efforts and take such actions to recover such losses
      on behalf of the Acquired Companies or such Subsidiary of the Acquired Companies
      pursuant to such Policies as it would use or take in conducting its own
      businesses in the ordinary course if such losses were suffered by Founding
      Sellers, and shall deliver the proceeds thereby recovered to the Acquired
      Companies or such Subsidiary of the Acquired Companies. In the event of any
      dispute regarding the date of any loss or occurrence, the terms of the
      applicable Policy shall govern. Founding Sellers shall continue to maintain
      such
      Policies, to the extent they apply on the date hereof to the Acquired Companies
      and the Subsidiaries of the Acquired Companies, in full force and effect (and
      without any amendment that would be adverse, in any material respect, to the
      Acquired Companies or any Subsidiary of the Acquired Companies) with respect
      to
      occurrences prior to and including the Closing. Founding Sellers shall continue
      to have the Acquired Companies and each Subsidiary of the Acquired Companies
      as
      a named insured party under each such Policy with respect to occurrences prior
      to and including the Closing.

     

    (b) Following
      the Closing, Buyer shall provide, and shall cause the Acquired Companies and
      the
      Subsidiaries of the Acquired Companies to provide, Founding Sellers with all
      records and other information necessary for the reporting, investigation,
      negotiation and, if applicable, prosecution of any claim made by Founding Seller
      pursuant to this Section 6.10.

     

    6.11 No
      Solicitation of Other Proposals. (a)
      From
      the date hereof until the earlier of the Closing or the termination of this
      Agreement in accordance with its terms, the Founding Sellers shall not and
      shall
      cause the Acquired Companies to not, authorize or permit any of their respective
      officers, directors, employees, representatives or agents (collectively, the
      “Company
      Representatives”)
      directly or indirectly to, (i) solicit, facilitate, initiate, encourage or
      take
      any action to solicit, facilitate, initiate or encourage, any inquiries or
      communications or the making of any proposal or offer that constitutes or may
      constitute an Acquisition Proposal or (ii) participate or engage in any
      discussions or negotiations with, or provide any information to or take any
      other action with the intent to facilitate the efforts of, any Person concerning
      any possible Acquisition Proposal or any inquiry or communication which might
      reasonably be expected to result in an Acquisition Proposal. For purposes of
      this Agreement, the term “Acquisition
      Proposal”
shall
      mean any inquiry, proposal or offer from any Person (other than Buyer or any
      of
      its Affiliates) relating to any merger, consolidation, recapitalization,
      liquidation or other direct or indirect business combination or reorganization,
      involving the Acquired Companies or the issuance or acquisition of shares of
      capital stock or other securities of the Acquired Companies or any tender or
      exchange offer that if consummated would result in any Person, together with
      all
      Affiliates thereof, beneficially owning shares of capital stock or other
      securities of the Acquired Companies, or the sale, lease, exchange, license
      (whether exclusive or not), or other disposition of any significant portion
      of
      the business or other assets of the Acquired Companies, or any other
      transaction, the completion of which could reasonably be expected to impede,
      interfere with, prevent or materially delay the completion of the transactions
      contemplated hereby or which would reasonably be expected to diminish
      significantly the benefits to Buyer or its Affiliates of the transactions
      contemplated hereby. The Founding Sellers shall and shall cause the Acquired
      Companies to immediately cease and cause to be terminated and shall cause all
      Company Representatives to immediately terminate and cause to be terminated
      all
      existing discussions or negotiations with any Persons conducted heretofore
      with
      respect to, or that could reasonably be expected to lead to, an Acquisition
      Proposal. The Founding Sellers shall and shall cause the Acquired Companies
      to
      promptly notify the Company Representative of its obligations under this Section
      6.11. Without limiting the foregoing, it is agreed that any violation of the
      restrictions set forth above by any Affiliate of the Acquired Companies or
      any
      Company Representative, whether or not such Person is purporting to act on
      behalf of the Acquired Companies, shall be deemed to be a breach of this Section
      6.11 by the Acquired Companies. 

     

    
      
        
        

      

      
        60

        
          

        

      

      
        
        

      

    

     

    (b) From
      the
      date hereof until the earlier of the Closing or the termination of this
      Agreement in accordance with its terms, neither the Founding Sellers or the
      Board of Directors of the Acquired Companies nor any committee thereof shall
      (i)
      approve or recommend, or propose to approve or recommend, any Acquisition
      Proposal other than the sale of the Shares to Buyer contemplated by this
      Agreement, (ii) subject to applicable Law, withdraw or modify or propose to
      withdraw or modify in a manner adverse to Buyer its approval or recommendation
      of the sale of the Shares to Buyer, this Agreement or the transactions
      contemplated hereby, (iii) upon a request by Buyer to reaffirm its approval
      or
      recommendation of this Agreement or the sale of the Shares to Buyer, fail to
      do
      so within two Business Days after such request is made, (iv) approve, enter
      or
      permit or cause the Acquired Companies to enter, into any letter of intent,
      agreement in principle, acquisition agreement or other similar agreement related
      to any Acquisition Proposal or (v) resolve or announce its intention to do
      any
      of the foregoing.

     

    (c) In
      addition to the other obligations of the Founding Sellers and the Acquired
      Companies set forth in this Section 6.11, the Sellers shall and shall cause
      the
      Acquired Companies to immediately advise Buyer orally and in writing of any
      Acquisition Proposal, any request for information with respect to any
      Acquisition Proposal, or any inquiry with respect to or which could result
      in an
      Acquisition Proposal, the material terms and conditions of such request,
      Acquisition Proposal or inquiry, and the identity of the Person making the
      same.

     

    6.12 Change
      in Year End.
      Following Closing, the Acquired Companies shall change their year-end from
      December 31 to March 31, and the current accounting reference period shall
      be
      extended from December 31, 2008 to cover the 15 months ended on March 31, 2009.


     

    6.13 Financial
      Statements.
      Within
      60 days following Closing, Sellers shall use commercially reasonable best
      efforts to deliver complete copies of the Acquired Companies’ audited
      consolidated financial statements for the nine month period ending on September
      30, 2008, prepared in accordance with UK GAAP (reconciled to US GAAP in a form
      suitable for filing with the SEC). 

     

    
      
        
        

      

      
        61

        
          

        

      

      
        
        

      

    

     

    6.14 Directors’
      Accounts.
      Any
      amounts owed by any directors of the Acquired Companies to AMV or any of its
      Subsidiaries in connection with any overdrawn accounts, shall be repaid by
      such
      directors to AMV prior to Closing. Any tax liabilities, excluding normal PAYE
      tax, that may be incurred by AMV in connection with any over-drawn accounts
      that
      have not been repaid prior to October 1, 2008, shall be subject to the
      indemnification provisions set forth in Article X.

     

    ARTICLE
      VII

     

    COVENANTS
      OF BUYER AND SELLERS

     

    7.1 Regulatory
      Approvals.
      Each of
      Buyer and Founding Sellers shall promptly apply for, and take all reasonably
      necessary actions to obtain or make, as applicable, all consents, approvals,
      orders and authorizations of, and all registrations, declarations and filings
      with, any Governmental Entity or other Person required to be obtained or made
      by
      it for the completion of the Acquisition. Each party shall cooperate with and
      promptly furnish information to the other party necessary in connection with
      any
      requirements imposed upon such other party in connection with the completion
      of
      the Acquisition. 

     

    7.2 Public
      Announcements.
      Neither
      Buyer nor Sellers shall, and Sellers shall cause the Acquired Companies not
      to,
      issue any press releases or otherwise make any public statements with respect
      to
      the transactions contemplated by this Agreement; provided that
      Buyer or
      Sellers may, without such approval, make such press releases or other public
      announcement as it believes are required pursuant to any listing agreement
      with
      any national securities exchange or stock market or applicable securities laws,
      in which case the party required to make the release or announcement shall
      allow
      the other party reasonable time to comment on such release or announcement
      in
      advance of such issuance; provided,
      further,
      that
      each of the parties may make internal announcements to their respective
      employees that are consistent with the parties' prior public disclosures
      regarding the Acquisition.

     

    7.3 Tax
      Matters. 

     

    (a) Preparation
      and Filing of Pre-Closing and Post-Closing Period Tax Returns.

     

    (i) Tax
      Periods Ending on or Before the Closing Date.
      Buyer
      shall prepare, or cause to be prepared, and file, or cause to be filed, all
      Tax
      Returns of the Acquired Companies and the Subsidiaries of the Acquired Companies
      for all periods ending on or prior to the Closing Date which are filed after
      the
      Closing Date. Buyer shall permit Sellers to review and comment on each such
      Tax
      Return described in the preceding sentence prior to filing. 

     

    (ii) Tax
      Periods Beginning Before and Ending After the Closing Date.
      Buyer
      shall prepare, or cause to be prepared, and file, or cause to be filed, all
      Tax
      Returns of the Acquired Companies and the Subsidiaries of the Acquired Companies
      for Tax periods which begin before the Closing Date and end after the Closing
      Date. Buyer shall permit Sellers to review and comment upon such Tax
      Returns.


    
      
        
        

      

      
        62

        
          

        

      

      
        
        

      

    

     

    7.4 Further
      Assurances.
      Subject
      to the terms of this Agreement, each of Buyer and Sellers shall execute such
      documents and other instruments and take such further actions as may be
      reasonably required to carry out the provisions hereof and complete the
      Acquisition.
      Following Closing, to the extent that any Intellectual Property, including
      URL’s
      and other items of Intellectual Property, are in or under the Founding Sellers’
names that relate to the business of the Acquired Companies, the Founding
      Sellers shall take all actions reasonably necessary to transfer such
      Intellectual Property to Buyer, AMV or its Subsidiaries, as requested by Buyer.
      

     

    7.5 Key
      Man Life Insurance.
      Buyer
      may obtain (at the cost and expense of Buyer) after the Closing key man life
      insurance on the life of each of Nathaniel MacLeitch and Jonathan Cresswell,
      who
      shall cooperate with Buyer in obtaining such life insurance (the “Key
      Man Policy”).
      The
      Key Man Policy shall be in such amounts and on terms reasonably acceptable
      to
      Buyer, with the proceeds from such policies to be payable to the order of
      Buyer.

     

    7.6 Board
      Observer Rights.
      Prior
      to the Closing, the Founding Sellers shall designate one representative,
      reasonably acceptable to Buyer, to serve as an observer (the “Observer”)
      who
      shall be entitled to attend all meetings of Buyer’s Board of Directors in a
      nonvoting, observer capacity, and to receive copies of all notices, minutes,
      consents and other materials that Buyer provides to its directors; provided,
      however, that the Observer shall agree in writing to be bound by the same duties
      of confidentiality, good faith and loyalty as if such Observer were a director
      of Buyer, with respect to all information provided to him in such materials
      and
      in the course of his attendance at any meeting of Buyer’s Board of Directors.
      Notwithstanding the foregoing, Buyer reserves the right to withhold any
      information and exclude such Observer from any meeting of the Board of
      Directors, or any portion thereof, if access to such information or attendance
      at such meeting could adversely affect the attorney-client privilege, or to
      protect confidential information or avoid a potential conflict of interest.
      The
      Observer shall not be entitled to vote on any matter as to which action of
      the
      Board of Directors is to be taken. The right to designate the Observer set
      forth
      in this Section 7.6 shall cease and be of no force or effect at such time as
      the
      Founding Sellers own, in the aggregate, less than 50% of the shares of Buyer
      Common Stock issued to the Founding Sellers at Closing.

     

    7.7 Rule
      144 Sales.
      Provided that Sellers provide customary evidence to Buyer of their compliance
      with the requirements of Rule 144, including obtaining a standard opinion of
      counsel, Buyer will provide the appropriate instructions to its transfer agent
      to permit any such sale of Buyer Common Stock by Sellers pursuant to Rule
      144.

     

    7.8 AMV
      Options.
      On or
      before the Closing, Founding Sellers shall ensure that each outstanding option
      (an “AMV Option”)
      to
      purchase AMV Shares will either be exercised in full or terminated on or before
      the Closing. Prior to the Closing, Founding Sellers or AMV, as applicable,
      shall
      give written notice to the holders of all AMV Options then outstanding, that
      (a)
      the AMV Options will not be assumed in the Acquisition, and the vesting of
      all
      AMV Options will accelerate in full, effective as of a date determined by AMV
      on
      or prior to the Closing, (b) such holder must notify AMV of its intent to
      exercise its AMV Options and deliver to AMV by cash or by check the exercise
      price for the AMV Options to be exercised, and (c) if not so exercised, the
      AMV
      Options shall terminate prior to the Closing. 

     

    
      
        
        

      

      
        63

        
          

        

      

      
        
        

      

    

     

    7.9 Drag-Along.
      On or
      before Closing, the Founding Sellers and the Non-Founding Sellers shall ensure
      that the “drag-along” provisions of Article 6 of AMV’s Articles of Association
      have been initiated and that all shares of capital stock of AMV, including
      shares issued upon the exercise of AMV Options referred to in Section 7.8,
      shall
      be delivered to Buyer at Closing (the “Drag-Along”).
      

     

    ARTICLE
      VIII

     

    CONDITIONS
      TO CLOSING

     

    8.1 Conditions
      to Obligations of Buyer and Sellers.
      The
      obligations of Buyer and Sellers to complete the Acquisition are subject to
      the
      satisfaction on or prior to the Closing Date of the following
      conditions:

     

    (a) All
      applicable UK, US federal and state and foreign filing and licensing
      requirements related to or in connection with the Acquisition, which are
      required to permit the completion of the Acquisition, shall have been satisfied.
      

     

    (b) All
      applicable UK, US and federal, state and foreign regulatory approvals, consents,
      orders and authorizations required to permit the completion of the Acquisition
      shall have been obtained.

     

    (c) Any
      consents, waivers and approvals from ValueAct that are required in order to
      consummate the Acquisition or the Financing shall have been obtained.


     

    8.2 Conditions
      to Obligation of Buyer.
      The
      obligation of Buyer to complete the Acquisition is subject to the satisfaction
      (or waiver by Buyer in its sole discretion) of the following further
      conditions:

     

    (a) Representations
      and Warranties.
      The
      representations and warranties of Sellers set forth in this Agreement shall
      have
      been true and correct at and as of the date hereof and shall be true and correct
      at and as of the Closing Date as if made at and as of the Closing Date, except
      to the extent that such representations and warranties refer specifically to
      an
      earlier date, in which case such representations and warranties shall have
      been
      true and correct as of such earlier date, and Buyer shall have received a
      certificate dated the Closing Date signed by Sellers to such
      effect.

     

    (b) Agreements
      and Covenants.
      Sellers
      shall have performed or complied with
      all
      obligations and covenants required by this Agreement to be performed or complied
      with by Sellers at or prior to the Closing Date. Buyer shall have received
      a
      certificate dated the Closing Date signed by Sellers to such
      effect.


    
      
        
        

      

      
        64

        
          

        

      

      
        
        

      

    


    (c) No
      Litigation.
      No
      Action shall be pending or threatened before any court or other Governmental
      Entity or before any other Person wherein an unfavorable Order would (i) prevent
      completion of any of the transactions contemplated by this Agreement, (ii)
      cause
      any of the transactions contemplated by this Agreement to be rescinded following
      completion, (iii) affect adversely
      the right of Buyer to own the Shares and to control the Acquired Companies
      and
      the Subsidiaries of the Acquired Companies, or (iv) affect the right of any
      of
      the Acquired Companies and the Subsidiaries of the Acquired Companies to own
      its
      assets and to operate its businesses. No such Order shall be in
      effect.

     

    (d) Legal
      Opinion.
      Buyer
      shall have received a written opinion from Nicholas Hart Solicitors, counsel
      to
      Sellers, addressed to Buyer, dated as of the Closing Date, in the form attached
      hereto as Exhibit
      B.
      

    


    (e) Consents.
      The
      Acquired Companies shall have obtained all consents, waivers, permits and
      approvals required to be obtained by the Acquired Companies in connection with
      the completion of the transactions contemplated hereby. 

     

    (f) Resignations
      and Appointments.
      The
      persons listed in Schedule 8.2(f) hereto and those persons identified by Buyer
      to the Acquired Companies prior to the Closing with respect to the Subsidiaries
      shall have resigned from their positions and offices with the Acquired Companies
      and the Subsidiaries, as applicable, and three of Buyer’s nominees shall have
      been appointed to the board of directors of AMV and each of its Subsidiaries.
      

     

    (g)
       Directors’
      Accounts.
      Any
      amounts owed by any directors of the Acquired Companies to AMV or any of its
      Subsidiaries in connection with any overdrawn accounts, shall have been repaid
      by such directors to AMV, and Founding Sellers shall have delivered to Buyer
      a
      certificate to such effect signed by the Chief Financial Officer (or comparable
      person) of AMV. 

     

    (h) Key
      Executive Employment Agreements.
      The
      Acquired Companies shall have entered into employment agreements or similar
      agreements with MacLeitch and Cresswell prior to Closing, on terms and
      conditions acceptable to Buyer and such executives.

    


    (i) Financing.
      Buyer
      shall have completed a financing on terms acceptable to it and sufficient to
      enable it to complete the transactions contemplated by this Agreement (the
      “Financing”).

    


    (j) [INTENTIONALLY
      LEFT BLANK]


    
      
        
        

      

      
        65

        
          

        

      

      
        
        

      

    


     

    (k) Working
      Capital.
      Founding Sellers shall have delivered to Buyer a certificate setting forth
      the
      estimated Working Capital of the Acquired Companies and their Subsidiaries
      as of
      the Closing Date, and certified by the Chief Financial Officer (or comparable
      person) of AMV, to be used only as guidance for reference.

     

    (l) Financial
      Statements.
      The
      Founding Sellers
      shall have delivered to Buyer audited financial statements for the fiscal years
      ended December 31, 2006 and December 31, 2007 for the Acquired Companies and
      their Subsidiaries. 

    


    (m) Lock-Up
      Agreements.
      Buyer
      and each of the Sellers shall have entered into lock-up agreements,
      substantially in the form of Exhibit
      C,
      to the
      effect that for a period of one year following the Closing, Sellers shall not,
      without the written consent of Buyer, sell, transfer, grant an option to, make
      a
      gift of or otherwise dispose of any shares of the Stock Consideration acquired
      under this Agreement or make any short sale of the Stock Consideration.


     

    (n) No
      Material Adverse Change.
      There
      shall have been no material adverse change in the financial condition, business,
      assets or operations of the Acquired Companies nor shall any event have occurred
      which so far as can reasonably be foreseen on the applicable Closing Date
      appears reasonably likely materially and adversely to affect the financial
      condition, business, assets or operations of the Acquired
      Companies.

     

    (o) Non-Competition
      Agreements.
      Buyer
      shall have received copies of the executed Non-Competition Agreements
      substantially in the form of Exhibit
      D
      attached
      hereto, as of the Closing from each of the Founding Sellers, Dan Boss, and
      Sellers shall use their best efforts to obtain executed Non-Competition
      Agreements from Karen Schill and Alistair Austen.

     

    (p) Regulation
      S Certificate.
      Buyer
      shall have received from each of the Sellers, an executed Regulation S
      Certificate, substantially in the form of Exhibit
      E attached
      hereto.

    


    (q) SkyNet
      Shares. The
      Founding Sellers shall have taken all necessary action to ensure that prior
      to
      closing, AMV is the registered and beneficial owner of 100% of the issued and
      outstanding share capital of SkyNet Interactive Limited, and the Founding
      Sellers shall have delivered documents reasonably satisfactory to Buyer to
      such
      effect. 

    


    (r) Power
      of Attorney.
      The
      Founding Sellers shall have obtained and delivered to Buyer certified copies
      of
      the Power of Attorney, substantially in the form of Exhibit
      F
      attached
      hereto, executed by each of the Sellers listed on the signature page hereto
      (other than the Founding Sellers) in favor of Nathaniel MacLeitch, evidencing
      such Seller’s agreement for Nathaniel MacLeitch to consummate the Acquisition
      and the transactions contemplated hereby on behalf of such Seller. The Founding
      Sellers shall have delivered evidence reasonably satisfactory to Buyer that
      the
      Option Holder Sellers will at Closing be bound to the terms and conditions
      of
      this Agreement, including the representations, warranties, covenants and other
      terms and conditions of this Agreement. 

     

    
      
        
        

      

      
        66

        
          

        

      

      
        
        

      

       

    

    (s) AMV
      Options.
      All AMV
      Options shall have been properly exercised or terminated, the exercise price
      for
      each AMV Option that has been exercised shall have been received by AMV, and
      the
      AMV EMI Share Option Plan (the “AMV Stock Plan”)
      shall
      have been terminated in accordance with its terms. At or prior to Closing,
      Sellers shall have delivered a certificate to Buyer signed by an authorized
      officer of AMV confirming that all outstanding AMV Options entitling any person
      to acquire any interest in the Company and the AMV Stock Plan have been
      exercised or cancelled. 

     

    (t) Drag-Along.
      The
      Drag-Along shall have been properly completed and all shares of capital stock
      of
      AMV shall be delivered to Buyer at Closing. The Founding Sellers and the
      Sellers’ Representative shall have delivered a certificate to Buyer confirming
      that the Drag-Along has been duly and properly completed. 

     

    8.3 Conditions
      to Obligation of Sellers.
      The
      obligation of Sellers to complete the Acquisition is subject to the satisfaction
      (or waiver by Sellers in their sole discretion) of the following further
      conditions:

     

    (a) Representations
      and Warranties.
      The
      representations and warranties of Buyer set forth in this Agreement shall have
      been true and correct at and as of the date hereof and shall be true and correct
      at and as of the Closing Date as if made at and as of the Closing Date, except
      to the extent that such representations and warranties refer specifically to
      an
      earlier date, in which case such representations and warranties shall have
      been
      true and correct as of such earlier date, and Sellers shall have received a
      certificate dated the Closing Date signed by Buyer to such effect.

     

    (b) Agreements
      and Covenants.
      Buyer
      shall have performed or complied with
      all
      obligations and covenants required by this Agreement to be performed or complied
      with by Buyer at or prior to the Closing Date, and Sellers shall have received
      a
      certificate signed on behalf of Buyer by the President of Buyer to such
      effect.

     

    (c) No
      Litigation.
      No
      Action shall be pending or threatened before any court or other Governmental
      Entity or other Person wherein an unfavorable Order would (i) prevent completion
      of any of the transactions contemplated by this Agreement or (ii) cause any
      of
      the transactions contemplated by this Agreement to be rescinded following
      completion. No such Order shall be in effect.

     

    (d) Legal
      Opinion.
      Sellers
      shall have received from Mintz Levin, counsel to Buyer, an opinion of counsel
      in
      substantially the form of Exhibit
      G
      annexed
      hereto.

     

    (e) Security
      Agreement.
      Sellers
      shall have received an executed security agreement in favor of Sellers securing
      Buyer’s obligation (subordinate to Buyer’s obligations to ValueAct) to pay the
      Note, which such agreement shall be in form and substance satisfactory to
      Sellers’ Representative. 


    
      
        
        

      

      
        67

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      IX

     

    TERMINATION
      

     

    9.1 Termination.

     

    (a) This
      Agreement may be terminated and the Acquisition abandoned at any time prior
      to
      the Closing:

     

    (i) by
      mutual
      written consent of Buyer and Sellers; 

     

    (ii) by
      Buyer
      or Sellers if:

     

    (A) the
      Closing does not occur on or prior to October 31, 2008; provided that
      the
      right to terminate this Agreement under this clause (ii)(A) shall not be
      available to any party whose breach of a representation, warranty, covenant
      or
      agreement under this Agreement has been the cause of or resulted in the failure
      of the Closing to occur on or before such date; or

     

    (B) a
      Governmental Entity shall have issued an Order or taken any other action, in
      any
      case having the effect of permanently restraining, enjoining or otherwise
      prohibiting the Acquisition, which Order or other action is final and
      non-appealable;

     

    (iii) by
      Buyer
      if:

     

    (A) any
      condition to the obligations of Buyer hereunder becomes incapable of fulfillment
      other than as a result of a breach by Buyer of any covenant or agreement
      contained in this Agreement, and such condition is not waived by Buyer;
      or

     

    (B) there
      has
      been a breach by Sellers of any representation, warranty, covenant or agreement
      contained in this Agreement or the Seller Disclosure Schedule, or if any
      representation or warranty of Sellers shall have become untrue, in either case
      such that the conditions set forth in Sections 8.2(a) or 8.2(b) would not be
      satisfied;

     

    (C) and,
      in
      either case, such breach is not curable, or if curable, is not cured within
      15
      days after written notice of such breach is given to Sellers; or

     

    (iv) by
      Sellers if:

     

    (A) any
      condition to the obligations of Sellers hereunder becomes incapable of
      fulfillment other than as a result of a breach by Sellers of any covenant or
      agreement contained in this Agreement, and such condition is not waived by
      Seller; or


    
      
        
        

      

      
        68

        
          

        

      

      
        
        

      

    

     

    (B) there
      has
      been a breach by Buyer of any representation, warranty, covenant or agreement
      contained in this Agreement or the Buyer Disclosure Schedule, or if any
      representation or warranty of Buyer shall have become untrue, in either case
      such that the conditions set forth in Sections 8.3(a) or 8.3(b) would not be
      satisfied;

     

    (C)
       and,
      in
      either case, such breach is not curable, or if curable, is not cured within
      15
      days after written notice of such breach is given to Buyer.

     

    (b) The
      party
      desiring to terminate this Agreement pursuant to clause (ii), (iii) or (iv)
      shall give written notice of such termination to the other party hereto. If
      this
      Agreement so terminates, it shall become null and void and have no further
      force
      or effect, except as provided in Section 9.2.

     

    9.2 Effect
      of Termination.
      In the
      event of termination of this Agreement as provided in Section 9.1, this
      Agreement shall immediately become void and there shall be no liability or
      obligation on the part of Buyer or Sellers or their respective officers,
      directors, stockholders or Affiliates, except as set forth
      in
      Section 9.3; provided that
      the
      provisions of Section 7.2 (Public Announcements) and Section 9.3 (Remedies)
      and
      Article XI of this Agreement shall remain in full force and effect and survive
      any termination of this Agreement.

     

    9.3 Remedies.
      Any
      party terminating this Agreement pursuant to Section 9.1 shall have the right
      to
      recover damages sustained by such party as a result of any breach by the other
      party of this Agreement or failure to perform hereunder; provided that
      the
      party seeking relief is not in breach of its obligations hereunder under
      circumstances which would have permitted the other party to terminate the
      Agreement under Section 9.1.

     

    9.4 Break-Up
      Fee.
      If this
      Agreement is terminated pursuant to Section 9.1(a)(ii)(A):

     

    (a) by
      reason
      of the failure of the Sellers to satisfy any of Buyer’s closing conditions
      contained in Section 8.2, and Buyer is ready, willing and able to satisfy the
      conditions set forth in Section 8.3, then AMV shall promptly pay to Buyer up
      to
      an aggregate of $75,000 for all of Buyer’s out-of-pocket costs and expenses
      associated with the Acquisition; or

     

    (b) by
      reason
      of the failure of Buyer to obtain or consummate the Financing or to satisfy
      any
      of Sellers’ closing conditions contained in Sections 8.1 or 8.3, and Sellers are
      ready, willing and able to satisfy the conditions set forth in Section 8.2,
      then
      Buyer shall promptly pay to Sellers’ Representative for the benefit of the
      Sellers up to an aggregate of $75,000 for all of Sellers’ out-of-pocket costs
      and expenses associated with the Acquisition.


    
      
        
        

      

      
        69

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      X

     

    INDEMNIFICATION

     

    10.1 Survival.

     

    (a)  Except
      as
      set forth in Section 10.1(b), all representations and warranties contained
      in
      this Agreement, or in any Schedule, certificate or other document delivered
      pursuant to this Agreement, shall survive the Closing until June 30,
      2010.

     

    (b) The
      representations and warranties of Sellers contained in Sections 3.1 (Authority
      and Enforceability), 3.2 (The Shares), 4.1 (Organization and Good Standing),
      4.2
      (Capitalization), 4.26 (Brokers or Finders), and the representation and
      warranties of Buyer contained in Sections 5.1 (Organization and Good Standing),
      5.2 (Authority and Enforceability) and 5.7 (Brokers or Finders) shall survive
      the Closing indefinitely. The representations and warranties of Sellers
      contained in Sections 4.9 (Taxes) and 4.19 (Employee Benefits) shall survive
      the
      Closing until 60 days after the expiration of the applicable statute of
      limitations period (after giving effect to any waivers and extensions thereof).
      The representations and warranties of Sellers contained in Section 4.21
      (Environmental Laws) shall survive the Closing for a period of six years
      following the Closing.

     

    (c)  The
      covenants and agreements which by their terms do not contemplate performance
      after the Closing Date shall survive the Closing for a period of one year.
      The
      covenants and agreements which by their terms contemplate performance after
      the
      Closing Date shall survive the Closing in accordance with their
      terms.

     

    (d) The
      period for which a representation or warranty, covenant or agreement survives
      the Closing is referred to herein as the "Applicable
      Survival Period."
      In the
      event a Notice of Claim for indemnification under Section 10.2 or 10.3 is given
      within the Applicable Survival Period, the representation or warranty, covenant
      or agreement that is the subject of such indemnification claim (whether or
      not
      formal legal action shall have been commenced based upon such claim) shall
      survive with respect to such claim until such claim is finally resolved. The
      Indemnitor shall indemnify the Indemnitee for all Losses (subject to the
      limitations set forth herein, if applicable) that the Indemnitee may incur
      in
      respect of such claim, regardless of when incurred. 

     

    10.2 Indemnification
      by Sellers. 

     

    (a)  Sellers
      shall indemnify and defend Buyer and its Affiliates (including, following the
      Closing, the Acquired Companies and their Subsidiaries) and their respective
      stockholders, officers, directors, employees, agents, successors and assigns
      (the "Buyer
      Indemnitees")
      against, and shall hold them harmless from, and shall reimburse Buyer
      Indemnitees first by set-off against their pro rata entitlement to the proceeds
      of the Note during the term of the Note for, any and all losses, damages, claims
      (including, without limitation, third-party claims), charges, interest,
      penalties, damages, Taxes, diminution in value, reasonable costs and expenses
      (including, without limitation, reasonable legal, consultant, accounting and
      other professional fees, and costs of sampling, testing, investigation, removal,
      treatment and remediation of contamination) (collectively, "Losses")
      resulting from, arising out of, or incurred by any Buyer Indemnitee in
      connection with, or otherwise with respect to:


    
      
        
        

      

      
        70

        
          

        

      

      
        
        

      

    


    (i) the
      failure of any representation and warranty or other statement by Sellers
      contained in this Agreement, the Seller Disclosure Schedule, or any certificate
      or other document furnished or to be furnished to Buyer in connection with
      the
      transactions contemplated hereby, to be true and correct in all respects as
      of
      the date of this Agreement and as of the Closing Date; 

     

    (ii) any
      breach of any covenant or agreement of Sellers contained in this Agreement,
      the
      Seller Disclosure Schedule or any certificate furnished or to be furnished
      to
      Buyer in connection with the transactions contemplated hereby;

     

    (iii) any
      fees,
      expenses or other payments incurred or owed by Seller, the Acquired Companies
      or
      any Subsidiary of the Acquired Companies to any agent, broker, investment banker
      or other firm or person retained or employed by it in connection with the
      transactions contemplated by this Agreement; and

     

    (iv) fraud
      of
      Sellers in connection with this Agreement or any Schedule, Exhibit or
      certificate delivered pursuant to this Agreement;

     

    provided, that,
      this
      Section 10.2 shall not apply with respect to any Loss relating to Taxes to
      the
      extent that indemnification payments for such Loss have been made pursuant
      to
      Section 10.8.

     

    (b)
       Sellers
      shall not be liable for any Loss or Losses or any liabilities on the part of
      the
      Sellers pursuant to this Agreement ("Buyer
      Warranty Losses"):
      (i)
      unless and until the aggregate amount of all Buyer Warranty Losses incurred
      by
      the Buyer Indemnitees exceeds £100,000, in which event Sellers shall be liable
      for all Buyer Warranty Losses from the first dollar, and (ii) to the extent
      that
      any Buyer Warranty Loss exceeds, in the aggregate, the Purchase Price received
      by Sellers; provided, that,
      (y) the
      limitations set forth in this Section 10.2 shall not apply to any Buyer Warranty
      Loss based on any breach of the representations, warranties and covenants set
      forth in Sections 3.1, 3.2, 4.1, 4.2, 4.6, 4.9, 4.19, 4.21, 4.26, 4.29, 6.14,
      7.8, 7.9, 8.2(s) and 8.2(t), and (z) nothing contained in this Section 10.2
      shall be deemed to limit or restrict in any manner any rights or remedies which
      Buyer has, or might have, at law, in equity or otherwise, based on fraud.
      Further, Sellers shall not be liable for Losses to the extent that such
      liability only arises as a result of changes in legislation following the
      Closing that have a retrospective effect. Notwithstanding anything to the
      contrary set forth herein, in seeking any recovery for Losses or liabilities
      on
      the part of the Sellers pursuant to this Agreement, Buyer may have recourse
      against the Non-Founding Sellers and Option Holder Sellers only with respect
      to
      the breach or failure of a representation or warranty of such Non-Founding
      Seller or Option Holder Seller as set forth in Article III and then only, pro
      rata in accordance with such Non-Founding Seller’s or Option Holder Seller’s
      ownership interest to be set forth on Schedule
      A,
      for
      Losses only in the aggregate amount of up to $2,451,500 and by means of set-off
      against the Note or their pro rata entitlement to any Earn-Out Payment. Further,
      Buyer shall not be entitled to indemnification for any breach or failure of
      any
      representation or warranty of Non-Founding Sellers or Option Holder Sellers
      to
      the extent that Buyer has already been or can be indemnified by such
      Non-Founding Seller or Option Holder Seller pursuant to the terms of this
      Agreement. Nothing herein shall preclude Buyer from seeking indemnification
      from
      Founding Sellers to the extent that indemnification of Non-Founding Sellers
      or
      Option Holder Sellers does not satisfy Losses arising from such breach or
      failure of a representation or warranty of Non-Founding Sellers or Option Holder
      Sellers as set forth in Article III hereof. 


    
      
        
        

      

      
        71

        
          

        

      

      
        
        

      

    

    


    10.3 Indemnification
      by Buyer.

     

    (a) Buyer
      shall indemnify and defend Sellers and its Affiliates and their respective
      stockholders, officers, directors, employees, agents, successors and assigns
      (the "Seller
      Indemnitees")
      against, and shall hold them harmless from, any and all Losses resulting from,
      arising out of, or incurred by any Seller Indemnitee in connection with, or
      otherwise with respect to:

     

    (i) the
      failure of any representation and warranty or other statement by Buyer contained
      in this Agreement, the Buyer Disclosure Schedule, or any certificate or other
      document furnished or to be furnished to Sellers in connection with the
      transactions contemplated hereby, to be true and correct in all respects as
      of
      the date of this Agreement and as of the Closing Date; and

     

    (ii) any
      breach of any covenant or agreement of Buyer contained in this Agreement or
      any
      other document furnished or to be furnished to Sellers in connection with the
      transactions contemplated hereby.

     

    10.4 Indemnification
      Procedure for Third Party Claims.

     

    (a) In
      the
      event that an Indemnitee receives notice of the assertion of any claim or the
      commencement of any Action by a third party in respect of which indemnity may
      be
      sought under the provisions of this Article X ("Third
      Party Claim"),
      the
      Indemnitee shall promptly notify the Indemnitor in writing ("Notice
      of Claim")
      of
      such Third Party Claim. Failure or delay in notifying the Indemnitor will not
      relieve the Indemnitor of any liability it may have to the Indemnitee, except
      and only to the extent that such failure or delay causes actual harm to the
      Indemnitor with respect to such Third Party Claim. The Notice of Claim shall
      set
      forth the amount, if known, or, if not known, an estimate of the foreseeable
      maximum amount of claimed Losses (which estimate shall not be conclusive of
      the
      final amount of such Losses) and a description of the basis for such Third
      Party
      Claim.


    
      
        
        

      

      
        72

        
          

        

      

      
        
        

      

    


    (b) Subject
      to the further provisions of this Section 10.4, the Indemnitor will have 10
      days
      (or less if the nature of the Third Party Claim requires) from the date on
      which
      the Indemnitor received the Notice of Claim to notify the Indemnitee that the
      Indemnitor will assume the defense or prosecution of such Third Party Claim
      and
      any litigation resulting therefrom with counsel of its choice and at its sole
      cost and expense (a "Third
      Party Defense").
      If
      the Indemnitor assumes the Third Party Defense in accordance with the preceding
      sentence, the Indemnitor shall be conclusively deemed to have acknowledged
      that
      the Third Party Claim is within the scope of its indemnity obligation hereunder
      and shall hold the Indemnitee harmless from and against the full amount of
      any
      Losses resulting therefrom (subject to the terms and conditions of this
      Agreement). Any Indemnitee shall have the right to employ separate counsel
      in
      any such Third Party Defense and to participate therein, but the fees and
      expenses of such counsel shall not be at the expense of the Indemnitor unless
      (A) the Indemnitor shall have failed, within the time after having been notified
      by the Indemnitee of the existence of the Third Party Claim as provided in
      the
      first sentence of this paragraph (b), to assume the defense of such Third Party
      Claim, or (B) the employment of such counsel has been specifically authorized
      in
      writing by the Indemnitor, which authorization shall not be unreasonably
      withheld.

     

    (c) The
      Indemnitor will not be entitled to assume the Third Party Defense:

     

    (i) to
      the
      extent that the Third Party Claim seeks, in addition to or in lieu of monetary
      damages, any injunctive or other equitable relief (except where non-monetary
      relief is merely incidental to a primary claim or claims for monetary
      damages);

     

    (ii) the
      Third
      Party Claim relates to or arises in connection with any criminal proceeding,
      action, indictment, allegation or investigation;

     

    (iii) under
      applicable standards of professional conduct, a conflict on any significant
      issue exists between the Indemnitee and the Indemnitor in respect of the Third
      Party Claim;

     

    (iv) the
      Third
      Party Claim involves a material customer or supplier of the Acquired Companies
      or any of their Subsidiaries;

     

    (v) the
      Indemnitee reasonably believes an adverse determination with respect to the
      Third Party Claim would be detrimental to or injure the Indemnitee's reputation
      or future business prospects;

     

    (vi) upon
      petition by the Indemnitee, the appropriate court rules that the Indemnitor
      has
      failed or is failing to vigorously prosecute or defend such Third Party Claim;
      or

     

    (vii) if
      the
      Indemnitor fails to provide reasonable assurance to the Indemnitee of its
      financial capacity to prosecute the Third Party Defense and provide
      indemnification in accordance with the provisions of this
      Agreement.

     

    (d) If
      by
      reason of the Third Party Claim a Lien, attachment, garnishment or execution
      is
      placed upon any of the property or assets of the Indemnitee, the Indemnitor,
      if
      it desires to exercise its right to assume such Third Party Defense, must
      furnish a satisfactory indemnity bond to obtain the prompt release of such
      Lien,
      attachment, garnishment or execution. 


    
      
        
        

      

      
        73

        
          

        

      

      
        
        

      

    


    (e) If
      the
      Indemnitor assumes a Third Party Defense, it will take all steps necessary
      in
      the defense, prosecution, or settlement of such claim or litigation and will
      hold all Indemnitees harmless from and against all Losses caused by or arising
      out of such Third Party Claim. The Indemnitor will not consent to the entry
      of
      any judgment or enter into any settlement except with the written consent of
      the
      Indemnitee; provided, that,
      the
      consent of the Indemnitee shall not be required if all of the following
      conditions are met: (i) the terms of the judgment or proposed settlement include
      as an unconditional term thereof the giving to the Indemnitees by the third
      party of a release of the Indemnitees from all liability in respect of such
      Third Party Claim, (ii) there is no finding or admission of (A) any violation
      of
      Law by the Indemnitees (or any Affiliate thereof), (B) any violation of the
      rights of any Person and (C) no effect on any other Action or claims of a
      similar nature that may be made against the Indemnitees (or any Affiliate
      thereof), and (iii) the sole form of relief is monetary damages which are paid
      in full by the Indemnitor. The Indemnitor shall conduct the defense of the
      Third
      Party Claim actively and diligently, and the Indemnitee will provide reasonable
      cooperation in the defense of the Third Party Claim. So long as the Indemnitor
      is reasonably conducting the Third Party Defense in good faith, the Indemnitee
      will not consent to the entry of any judgment or enter into any settlement
      with
      respect to the Third Party Claim without the prior written consent of the
      Indemnitor (not to be unreasonably withheld or delayed). Notwithstanding the
      foregoing, the Indemnitee shall have the right to pay or settle any such Third
      Party Claim, provided, that,
      in such
      event it shall waive any right to indemnity therefor by the Indemnitor for
      such
      claim unless the Indemnitor shall have consented to such payment or settlement
      (such consent not to be unreasonably withheld or delayed). 

     

    (f) In
      the
      event that an Indemnitee timely gives Notice of Claim to the Indemnitor and
      the
      Indemnitor fails or elects not to assume a Third Party Defense which the
      Indemnitor had the right to assume under this Section 10.4, the Indemnitee
      shall
      have the right, at the sole cost and expense of the Indemnitor, to conduct
      the
      Third Party Defense in such manner as it may reasonably deem appropriate and
      consent to the entry of any judgment or enter into any settlement with respect
      to the Third Party Claim on such terms as it may deem appropriate. The
      Indemnitor shall reimburse the Indemnitee promptly for any Losses incurred
      in
      connection with any settlement of any such Third Party Claim. If no settlement
      of any such Third Party Claim is made, the Indemnitor shall reimburse the
      Indemnitee promptly for any Losses arising out of any judgment rendered with
      respect to such Third Party Claim. The Indemnitor will be bound by any such
      judgment or any settlement effected by the Indemnitee. If the Indemnitor does
      not elect to assume a Third Party Defense which it has the right to assume
      hereunder, the Indemnitee shall have no obligation to do so. 

     

    (g) In
      the
      event that the Indemnitor is not entitled to assume the Third Party Defense
      pursuant to Section 10.4(c), the Indemnitee shall have the right (i) to defend,
      conduct and control the Third Party Defense with counsel of its choice at the
      expense of the Indemnitor and (ii) to consent to the entry of any judgment
      or
      enter into any settlement with respect to the Third Party Claim in any manner
      and on such terms as it may deem appropriate; provided, that,
      the
      Indemnitor will not be bound by any judgment or settlement effected without
      its
      consent (not to be unreasonably withheld or delayed). In each case, the
      Indemnitee shall conduct the Third Party Defense actively and diligently, and
      the Indemnitor will provide reasonable cooperation in the Third Party
      Defense.


    
      
        
        

      

      
        74

        
          

        

      

      
        
        

      

    


    (h) Each
      party to this Agreement shall use its commercially reasonable efforts to
      cooperate and to cause its employees to cooperate with and assist the Indemnitee
      or the Indemnitor, as the case may be, in connection with any Third Party
      Defense, including attending conferences, discovery proceedings, hearings,
      trials and appeals and furnishing records, information and testimony, as may
      reasonably be requested; provided, that,
      each
      party shall use its best efforts, in respect of any Third Party Claim of which
      it has assumed the defense, to preserve the confidentiality of all confidential
      information and the attorney-client and work-product privileges.

     

    10.5 Indemnification
      Procedures for Non-Third Party Claims.
      In the
      event of a claim that does not involve a Third Party Claim being asserted
      against it, the Indemnitee shall send a Notice of Claim to the Indemnitor.
      The
      Notice of Claim shall set forth the amount, if known, or, if not known, an
      estimate of the foreseeable maximum amount of claimed Losses (which estimate
      shall not be conclusive of the final amount of such Losses) and a description
      of
      the basis for such claim. The Indemnitor will have 30 days from receipt of
      such
      Notice of Claim to dispute the claim and will reasonably cooperate and assist
      the Indemnitee in determining the validity of the claim for indemnity. If the
      Indemnitor does not give notice to the Indemnitee that it disputes such claim
      within 30 days after its receipt of the Notice of Claim, the claim specified
      in
      such Notice of Claim will be conclusively deemed a Loss subject to
      indemnification hereunder.

     

    10.6 [INTENTIONALLY
      LEFT BLANK].
      

     

    10.7 Contingent
      Claims.
      Nothing
      herein shall be deemed to prevent an Indemnitee from making a claim hereunder
      for potential or contingent claims or demands; provided, that,
      such
      claim or demand is reasonably likely to be made in the foreseeable future,
      and
      that the Notice of Claim sets forth the specific basis for any such contingent
      claim to the extent then feasible and the Indemnified Party has reasonable
      grounds to believe that such a claim may be made.

     

    10.8 Effect
      of Investigation; Waiver.
      

     

    (a) An
      Indemnitee's right to indemnification or other remedies based upon the
      representations and warranties and covenants and agreements of the Indemnitor
      will not be affected by any investigation or knowledge of the Indemnitee or
      any
      waiver by the Indemnitee of any condition based on the accuracy of any
      representation or warranty, or compliance with any covenant or agreement. Such
      representations and warranties and covenants and agreements shall not be
      affected or deemed waived by reason of the fact that the Indemnitee knew or
      should have known that any representation or warranty might be inaccurate or
      that the Indemnitor failed to comply with any agreement or covenant. Any
      investigation by such party shall be for its own protection only and shall
      not
      affect or impair any right or remedy hereunder. Notwithstanding the foregoing,
      as of the date hereof, Buyer is not aware of any facts that would cause any
      of
      the Sellers, representations and warranties not to be true in all material
      respects. 


    
      
        
        

      

      
        75

        
          

        

      

      
        
        

      

    


    (b) Sellers
      acknowledge and agree that, upon and following the Closing, neither the Acquired
      Companies nor any of their Subsidiaries shall have any liability or obligation
      to indemnify, save or hold harmless or otherwise pay, reimburse or make Sellers
      whole for or on account of any indemnification or other claims made by any
      Buyer
      Indemnitee hereunder. Sellers shall have no right of contribution against the
      Acquired Companies or any of their Subsidiaries with respect to any such
      indemnification or other claim.

     

    10.9 Tax
      Indemnification. 

     

    (a)Subject
      as provided in this Section 10.9 the Founding Sellers jointly and severally
      covenant with and undertake to the Buyer to pay to the Buyer an amount equal
      to:

     

    (i) any
      Actual Tax Liability which arises directly or indirectly, and whether before,
      on
      or after Closing, by reference to an Event occurring (or deemed to occur for
      the
      purposes of any Tax) or income profits or gains earned, accrued or received
      on
      or before Closing;

     

    (ii) the
      value
      of any Effective Tax Liability;

     

    (iii) any
      Actual Tax Liability arising as a result of the application of section 767A
      or
      section 767AA Taxes Act, or any other secondary liability arising as a result
      of
      the failure of the Founding Sellers, or any company treated as associated with
      the Founding Sellers other than one of the Seller Companies, failing to pay
      Tax
      due to be paid by it at any time; and

     

    (iv) any
      costs
      or expenses incurred by the Buyer or any of the Seller Companies in connection
      with or in consequence of any of the matters referred to at Section 10.9(a)(i)
      to (iii) above or in connection with any Tax Claim or in taking or defending
      any
      action under this Section 10.9.

     

    (b) The
      Founding Sellers shall not be liable under Section 10.9(a) in respect of any
      liability for Tax to the extent that:

     

    (i) provision,
      reserve or allowance was made for such liability for Tax in the Balance Sheet
      or
      to the extent that payment or discharge of such liability has been taken into
      account in the Balance Sheet;

     

    (ii) such
      liability for Tax arises solely in the ordinary course of business of the
      Acquired Companies carried on since the Balance Sheet Date and for this purpose,
      but without limitation, the following shall not be regarded as being in the
      ordinary course of business:

     


    
      
        
        

      

      
        76

        
          

        

      

      
        
        

      

    


    (A) the
      declaration or payment of any dividend or the making of any other distribution
      or deemed distribution for Tax purposes;

     

    (B) any
      transaction entered into in circumstances where the consideration (if any)
      received by, or as the case may be, paid in respect thereof is less than or
      more
      than the consideration deemed to have been received or paid for Tax purposes
      but
      to the extent only of the Actual Tax Liability arising in respect of the amount
      by which the deemed consideration exceeds or is less than the actual
      consideration;

     

    (C) any
      of
      the Seller Companies ceasing or being deemed to cease, for Tax purposes, to
      be
      the member of any group or associated with any other company or person whether
      in consequence of the entering into of this Agreement or anything done under
      it
      or otherwise;

     

    (D) an
      Event
      which results in any of the Seller Companies becoming liable for Tax for which
      it is not primarily liable;

     

    (E) the
      failure by any of the Seller Companies to deduct, charge, recover or account
      for
      Tax;

     

    (F) the
      acquisition or disposal (including any deemed disposal) of a capital
      asset;

     

    (G) any
      Event
      which gives rise to any interest, fine, penalty, charge or surcharge in
      connection with Tax; and

     

    (H) a
      transaction or arrangement which includes, or a series of transactions or
      arrangements which includes, any step or steps having no commercial or business
      purpose apart from the deferral, reduction or avoidance of a liability to
      Tax;

     

    (iii) such
      liability for Tax arises in consequence of any act or transaction which could
      reasonably have been avoided, and which was carried out without the agreement
      of
      the Founding Sellers by the Buyer or one of the Seller Companies after Closing
      otherwise than in the ordinary course of business of the Seller Companies,
      and
      which the Buyer was or should reasonably have been aware would give rise to
      the
      Tax liability in question;

     

    (iv) such
      liability for Tax arises or is increased only as a result of any increase in
      rates of Tax made after Closing or of any change in law occurring after Closing;
      or


    
      
        
        

      

      
        77

        
          

        

      

      
        
        

      

    


    (v) such
      liability for Tax arises or is increased as a result of any change after Closing
      in the bases, methods or policies of accounting of the Seller Companies save
      where such change is made to comply with generally accepted accounting practice,
      the published practice of any Taxing Authority or the law or rule of any
      regulating authority or body in force at Closing.

     

    (c) Except
      in
      the case of fraud or negligence, the Founding Sellers shall not be liable under
      Section 10.9(a) in respect of a liability for Tax unless they have received
      from
      the Buyer written notice of the Tax Claim which relates to that Tax liability
      within seven years from Closing.

     

    (d) All
      sums
      payable by the Founding Sellers under Section 10.9 shall be paid free and clear
      of all deductions or withholdings (including for or on account of Tax) unless
      the deduction or withholding is required by law, in which event or in the event
      that the Buyer shall incur any liability for Tax in respect of such payment
      the
      Founding Sellers shall pay such additional amounts as shall be required to
      ensure that the net amount received and retained by the Buyer (after Tax) will
      equal the full amount which would have been received and retained by it had
      no
      such deduction or withholding been required to be made and/or no such liability
      to Tax been incurred.

     

    (e) Where
      the
      Founding Sellers become liable to make any payment pursuant to Section 10.9(a),
      the due date for the making of that payment shall be the later of the date
      falling seven days after the date of written demand by the Buyer to the Founding
      Sellers and:

     

    (i) in
      the
      case of a claim that arises in respect of any Actual Tax Liability, the date
      falling seven days before the last day on which a payment of Tax may be made
      by
      the relevant Seller Company without incurring any liability to interest and/or
      penalties;

     

    (ii) in
      the
      case of an amount in respect of an Effective Tax Liability within (a) of the
      definition of Effective Tax Liability, seven days before the date on which
      Tax
      becomes payable which would not have been payable if no liability had arisen
      Section 10.9(a) or, in the case of a repayment of Tax, the date on which such
      repayment would have been made;

     

    (iii) in
      the
      case of an amount in respect of an Effective Tax Liability within (b) of the
      definition of Effective Tax Liability, seven days before the date on which
      the
      Tax saved thereby would otherwise have become due and payable to the relevant
      Tax Authority;

     

    (iv) in
      the
      case of an amount under Section 10.9(a)(iv) within seven days of the Buyer
      giving written notice of the costs and expenses to the Sellers.


    
      
        
        

      

      
        78

        
          

        

      

      
        
        

      

    


    (f) Reference
      in this Section 10.9 to income, profits or gains earned, accrued or received
      on
      or before Closing includes income, profits or gains which are deemed to be
      or
      are treated or regarded as earned, accrued or received on or before Closing
      for
      any Tax purpose.

     

    10.10 Procedures
      Relating to Indemnification of Tax Claims.

     

    (a) If
      any
      Taxing Authority or other Person asserts a Tax Claim, then the party hereto
      first receiving notice of such Tax Claim shall promptly provide written notice
      of such Tax Claim to the other party hereto. Such notice shall specify in
      reasonable detail the basis for such Tax Claim and shall include a copy of
      any
      relevant correspondence received from the Taxing Authority or other
      Person.

     

    (b) Subject
      to this Section 10.10(b) and Sections 10.10(c) to (e) the Buyer shall or shall
      procure that the relevant Seller Company shall take such action to avoid,
      dispute, resist, appeal, compromise or contest any Tax Claim as the Sellers
      may
      reasonably request in writing provided, that:

     

    (i) neither
      the Buyer nor any of the Seller Companies shall be required to delegate the
      conduct of such action to the Founding Sellers or any professional agent or
      adviser of the Founding Sellers;

     

    (ii) the
      Buyer
      shall not be obliged to procure any such action unless the Founding Sellers
      have
      indemnified the Buyer and the relevant Seller Company to their reasonable
      satisfaction against any liabilities, costs or expenses (including additional
      Tax) which may be incurred; and

     

    (iii) neither
      the Buyer nor any of the Seller Companies shall be obliged to take any action
      requested by the Founding Sellers which could reasonably be said to be frivolous
      or vexatious or which could adversely affect any of the Seller Companies or
      the
      Buyer's future Tax position, and the Buyer shall not be obliged to procure
      that
      such action is taken.

     

    (c) Neither
      the Buyer nor any of the Seller Companies shall be obliged to comply with any
      request of the Founding Sellers which involves contesting any Tax Claim before
      any court or other appellate body unless the Founding Sellers obtain the written
      opinion of counsel of at least ten years call that such contest will, on the
      balance of probabilities, be successful.

     

    (d) The
      Buyer
      and the Seller Companies shall be free to take such action as they may in their
      absolute discretion think fit and without prejudice to their rights and remedies
      under this Agreement if within fourteen days of service of the notice under
      Section 10.10(a) the Founding Sellers fail to notify the Buyer of their
      intention to resist such Tax Claim or fail within that period to give the
      indemnity referred to in Section 10.10(b)(ii).


    
      
        
        

      

      
        79

        
          

        

      

      
        
        

      

    


    (e) Section
      10.10(b) shall not apply if any of the Founding Sellers or the Seller Companies
      has committed acts or omissions which constitute or are alleged to constitute
      fraud, willful default or negligent conduct.

     

    10.11 Tax
      Treatment of Indemnification Payments.
      Except
      as otherwise required by applicable Law, the parties shall treat any
      indemnification payment made hereunder as an adjustment to Purchase
      Price.

     

    ARTICLE
      XI

     

    MISCELLANEOUS

     

    11.1 Notices.
      Any
      notice, request, demand, waiver, consent, approval or other communication which
      is required or permitted hereunder shall be in writing and shall be deemed
      given
      (a) on the date established by the sender as having been delivered personally,
      (b) on the date delivered by a private courier as established by the sender
      by
      evidence obtained from the courier, (c) on the date sent by facsimile, with
      confirmation of transmission, if sent during normal business hours of the
      recipient, if not, then on the next business day, or (d) on the fifth day after
      the date mailed, by certified or registered mail, return receipt requested,
      postage prepaid. Such communications, to be valid, must be addressed as
      follows:

     

    If
      to
      Buyer, to:

     

    Mandalay
      Media, Inc. 

    2121
      Avenue of the Stars, Suite 2550

    Los
      Angeles, California 90067

    Attention:
      James Lefkowitz

    Telephone:
      (310)
      601-2500

    


    With
      a
      required copy to: 

     

    Kenneth
      R. Koch, Esq.

    Mintz
      Levin Cohn Ferris Glovsky and Popeo, P.C.

    666
      Third
      Avenue

    New
      York,
      New York 10017

    Telephone:
      (212) 935-3000

    


    If
      to
      Sellers, to:

     

    Jonathan
      Cresswell

    Nathaniel
      MacLeitch

    AMV
      Holding Limited

    65
      High
      Street

    Marlow

    Buckinghamshire,
      United Kingdom


    
      
        
        

      

      
        80

        
          

        

      

      
        
        

      

    

     

    With
      a
      required copy to: 

     

    Nicholas
      Hart Solicitors

    39
      Hatton
      Garden

    London
      EC1N 8EH

    Telephone:
      011 44 0207 242 9222

    


    or
      to
      such other address or to the attention of such Person or Persons as the
      recipient party has specified by prior written notice to the sending party
      (or
      in the case of counsel, to such other readily ascertainable business address
      as
      such counsel may hereafter maintain). If more than one method for sending notice
      as set forth above is used, the earliest notice date established as set forth
      above shall control.

     

    11.2 Amendments
      and Waivers.

     

    (a) Any
      provision of this Agreement may be amended or waived if, and only if, such
      amendment or waiver is in writing and is signed, in the case of an amendment,
      by
      each party to this Agreement, or in the case of a waiver, by the party against
      whom the waiver is to be effective.

     

    (b) No
      failure or delay by any party in exercising any right or privilege hereunder
      shall operate as a waiver thereof, nor shall any single or partial exercise
      thereof preclude any other or further exercise thereof or the exercise of any
      other right, power or privilege.

     

    (c) To
      the
      maximum extent permitted by Law, (i) no waiver that may be given by a party
      shall be applicable except in the specific instance for which it was given
      and
      (ii) no notice to or demand on one party shall be deemed to be a waiver of
      any
      obligation of such party or the right of the party giving such notice or demand
      to take further action without notice or demand.

     

    11.3 Expenses.
      Each
      party shall bear its own costs and expenses in connection with this Agreement
      and the transactions contemplated hereby, including, without limitation, all
      legal, accounting, financial advisory, consulting and all other fees and
      expenses of third parties, whether or not the Acquisition is
      completed.

     

    11.4 Successors
      and Assigns.
      This
      Agreement may not be assigned, transferred, changed or made the subject of
      a
      trust by either party hereto without the prior written consent of the other
      party; provided, that,
      without
      such consent, Buyer may transfer or assign, in whole
      or
      in part or from time to time, to one or more of its Affiliates, the right to
      purchase all or a portion of the Shares, but no such transfer or assignment
      will
      relieve Buyer of its obligations hereunder. Subject to the foregoing, all of
      the
      terms and provisions of this Agreement shall inure to the benefit of and be
      binding upon the parties hereto and their respective successors and
      assigns.


    
      
        
        

      

      
        81

        
          

        

      

      
        
        

      

    


    11.5 Governing
      Law.
      This
      Agreement and the Exhibits and Schedules hereto shall be governed by and
      interpreted and enforced in accordance with the Laws of the State of New York,
      without giving effect to any choice of law or conflict of laws rules or
      provisions (whether of the State of New York or any other jurisdiction) that
      would cause the application of the laws of any jurisdiction other than the
      State
      of New York.

     

    11.6 Arbitration.
      Any
      disputes or claims arising under or in connection with this Agreement or the
      transactions contemplated hereunder shall be resolved by binding arbitration.
      Notice of a demand to arbitrate a dispute by either party shall be given in
      writing to the other at their last known address. Arbitration shall be commenced
      by the filing by a party of an arbitration demand with the American Arbitration
      Association (“AAA”).
      The
      arbitration and resolution of the dispute shall be resolved by a single
      arbitrator appointed by the AAA pursuant to AAA rules. The arbitration shall
      in
      all respects be governed and conducted by applicable AAA rules, and any award
      and/or decision shall be conclusive and binding on the parties. The arbitration
      shall be conducted in New York, New York. The arbitrator shall supply a written
      opinion supporting any award, and judgment may be entered on the award in any
      court of competent jurisdiction. Each party shall pay its own fees and expenses
      for the arbitration, except that any costs and charges imposed by the AAA and
      any fees of the arbitrator for his services shall be assessed against the losing
      party by the arbitrator. In the event that preliminary or permanent injunctive
      relief is necessary or desirable in order to prevent a party from acting
      contrary to this Agreement or to prevent irreparable harm prior to a
      confirmation of an arbitration award, then either party is authorized and
      entitled to commence a lawsuit solely to obtain equitable relief against the
      other pending the completion of the arbitration in a court having jurisdiction
      over the parties. Each party hereby consents to the non-exclusive jurisdiction
      of the federal and state courts located in the City of New York in the State
      of
      New York, New York, for such purpose. 

     

    11.7 Counterparts.
      This
      Agreement may be executed in counterparts, and either party hereto may execute
      any such counterpart, each of which when executed and delivered shall be deemed
      to be an original and both of which counterparts taken together shall constitute
      but one and the same instrument. This Agreement shall become effective when
      each
      party hereto shall have received a counterpart hereof signed by the other party
      hereto. 

     

    11.8 Third
      Party Beneficiaries.
      No
      provision of this Agreement is intended to confer upon any Person other than
      the
      parties hereto any rights or remedies hereunder, except that in the case of
      Article X hereof, the other Indemnitees and their respective heirs, executors,
      administrators, legal representatives, successors and assigns, are intended
      third-party beneficiaries of such sections and shall have the right to enforce
      such sections in their own names.

     

    
      
        
        

      

      
        82

        
          

        

      

      
        
        

      

       

    

    11.9 Entire
      Agreement.
      This
      Agreement and the documents, instruments and other agreements specifically
      referred to herein or delivered pursuant hereto set forth the entire
      understanding of the parties hereto with respect to the Acquisition. All
      Schedules referred to herein are intended to be and hereby are specifically
      made
      a part of this Agreement. Any and all previous agreements, understandings or
      representations between or among the parties regarding the subject matter
      hereof, whether written or oral, are superseded by this Agreement, except for
      the provisions of Section 8 of the Letter of Intent which shall continue in
      full
      force and effect in accordance with its terms.

     

    11.10 Captions.
      All
      captions contained in this Agreement are for convenience of reference only,
      do
      not form a part of this Agreement and shall not affect in any way the meaning
      or
      interpretation of this Agreement. 

     

    11.11 Severability.
      Any
      provision of this Agreement which is invalid or unenforceable in any
      jurisdiction shall be ineffective to the extent of such invalidity or
      unenforceability without invalidating or rendering unenforceable the remaining
      provisions hereof, and any such invalidity or unenforceability in any
      jurisdiction shall not invalidate or render unenforceable such provision in
      any
      other jurisdiction.

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]


    
      
        
        

      

      
        83

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
      executed by their respective authorized officers as of the date first above
      written.

    


    
      	 	BUYER:
              
	 	 	 
	 	MANDALAY
              MEDIA, INC.
	 	 	 
	 	
              By:

            	
              /s/
                James Lefkowitz

            
	 	Name:
              James Lefkowitz
	 	Title:
              President


    

    


    
      	 	
              FOUNDING
                SELLERS:

            
	 	 
	 	
              /s/
                Jonathan Cresswell

            
	 	
              Jonathan
                Cresswell (a/k/a Jack Cresswell)

            
	 	 
	 	
              /s/
                Nathaniel MacLeitch

            
	 	
              Nathaniel
                MacLeitch

            
	 	 
	 	
              NON-FOUNDING
                SELLERS:

            
	 	 
	 	
              /s/
                Nathaniel MacLeitch, as attorney for:

            
	 	
              Dave
                Vernon

            
	 	 
	 	
              /s/
                Nathaniel MacLeitch, as attorney for:

            
	 	
              Ivo
                Petrov

            
	 	 
	 	
              /s/
                Nathaniel MacLeitch, as attorney for:

            
	 	
              Hrair
                Mekhsian

            
	 	 
	 	
              /s/
                Nathaniel MacLeitch, as attorney for:

            
	 	
              John
                Holgate

            
	 	 
	 	
              Acknowledged
                and Agreed:

            
	 	 
	 	
              SELLERS’
                REPRESENTATIVE:

            
	 	 
	 	
              /s/
                Nathaniel MacLeitch

            
	 	
              Nathaniel
                MacLeitch

            


    

     

    
      
        
        

      

      
        84