exv10w1






Exhibit 10.1




 DATED 1 FEBRUARY 2009




UBC MEDIA GROUP PLC (1)




- and -




GLOBAL TRAFFIC NETWORK (UK) LIMITED (2)




- and-




GLOBAL TRAFFIC NETWORK, INC. (3)

 






SHARE PURCHASE AGREEMENT




relating to




The Unique Broadcasting Company Limited




 






FINERS STEPHENS INNOCENT LLP

179 Great Portland Street

London W1W 5LS

Tel: 020 7323 4000

DX: 42739 (Oxford Circus North)

Fax: 020 7580 7069




Ref: P325/550389.3

FSI-3484001-5

Date: 2 February 2009




 









 







TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page
	 
	1

	 	INTERPRETATION
	 	 	1	 
	2

	 	CONDITIONS
	 	 	8	 
	3

	 	SALE AND PURCHASE
	 	 	8	 
	4

	 	CONSIDERATION
	 	 	9	 
	5

	 	COMPLETION
	 	 	13	 
	6

	 	WARRANTIES
	 	 	15	 
	7

	 	LIMITATIONS ON CLAIMS
	 	 	16	 
	8

	 	RECOVERY FROM THIRD PARTIES
	 	 	19	 
	9

	 	CONDUCT OF THIRD PARTY CLAIMS
	 	 	19	 
	10

	 	INDEMNITIES
	 	 	21	 
	11

	 	INFORMATION TECHNOLOGY
	 	 	22	 
	12

	 	RESTRICTIONS
	 	 	23	 
	13

	 	CONFIDENTIALITY AND ANNOUNCEMENTS
	 	 	24	 
	14

	 	FURTHER ASSURANCE
	 	 	25	 
	15

	 	ASSIGNMENT
	 	 	26	 
	16

	 	WHOLE AGREEMENT
	 	 	26	 
	17

	 	VARIATION AND WAIVER
	 	 	26	 
	18

	 	COSTS
	 	 	26	 
	19

	 	NOTICES AND SERVICE OF PROCEEDINGS
	 	 	27	 
	20

	 	INTEREST ON LATE PAYMENT
	 	 	28	 
	21

	 	SEVERANCE
	 	 	28	 
	22

	 	AGREEMENT SURVIVES COMPLETION
	 	 	28	 
	23

	 	THIRD PARTY RIGHTS
	 	 	28	 
	24

	 	SUCCESSORS
	 	 	29	 
	26

	 	COUNTERPARTS
	 	 	30	 
	27

	 	LANGUAGE
	 	 	30	 
	28

	 	GOVERNING LAW AND JURISDICTION
	 	 	30	 
	SCHEDULE 1 — Particulars of the Company	 	 	31	 
	SCHEDULE 2 — Conditions	 	 	32	 
	SCHEDULE 3 — Completion	 	 	34	 
	 

	 	Part 1 — Conduct between exchange and completion
	 	 	34	 
	 

	 	Part 2 — What the Seller shall deliver to the Buyer at Completion
	 	 	37	 
	SCHEDULE 4 — Warranties	 	 	40	 
	 

	 	Part 1 — General warranties
	 	 	40	 
	 

	 	Part 2 — Tax Warranties
	 	 	65	 






 









 






	 	 	 	 	 	 	 
	 	 	 	 	Page
	 
	SCHEDULE 5 — Commercial Agreements	 	 	74	 
	SCHEDULE 6 — Intellectual Property Rights	 	 	75	 
	 

	 	Part 1 — Registered intellectual property rights
	 	 		 
	 

	 	Part 2 — Material unregistered intellectual property rights
	 	 		 
	 

	 	Part 3 — Intellectual property rights licensed from third parties
	 	 		 
	 

	 	Part 4 — Intellectual property rights licensed to third parties
	 	 		 
	SCHEDULE 7 — Information Technology	 	 	76	 
	 

	 	Part 1 — Particulars of IT system
	 	 		 
	 

	 	Part 2 — Particulars of IT contracts
	 	 		 
	SCHEDULE 8 — Particulars of Underlet Property	 	 	77	 
	SCHEDULE 9 — Basis for preparation of the Completion Accounts	 	 	78	 
	SCHEDULE 10 — The Retention	 	 	79	 







 











 




THIS AGREEMENT is dated 1 February 2009




PARTIES





	(1)	 	UBC MEDIA GROUP PLC incorporated and registered in England and Wales with company number
3958483 whose registered office is at 50 Lisson Street, London, NW1 5DF (“Seller”).
	 
	(2)	 	GLOBAL TRAFFIC NETWORK (UK) LIMITED incorporated and registered in England and Wales (company
no. 5867987) whose registered office is at 179 Great Portland Street, London, W1W 5LS
(“Buyer”).
	 
	(3)	 	GLOBAL TRAFFIC NETWORK, INC. incorporated and registered in the state of Nevada in the United
States of America whose principal executive offices are at 880 Third Ave, 6th
Floor, New York, NY 10022, USA of which the Buyer is a wholly owned subsidiary (“Buyer’s
Parent”).





BACKGROUND





	(A)	 	The Company has an issued share capital of £67,090 divided into 67,090 ordinary shares of £1
each and such share capital is beneficially owned by and registered in the name of the Seller.
	 
	(B)	 	Further particulars of the Company at the date of this agreement are set out in Schedule 1.
	 
	(C)	 	The Seller has agreed to sell and the Buyer has agreed to buy the Sale Shares subject to the
terms and conditions of this agreement.





AGREED TERMS





	1.	 	INTERPRETATION
	 
	1.1	 	The definitions and rules of interpretation in this clause apply in this agreement.





	 	 	 
	“54 Lisson Street Lease”

	 	the lease of 54 Lisson Street, London dated 26 July
2006 made between the Landlord (1) and the Company (2)
	 
	 	 
	“Accounts”

	 	the audited financial statements of the Company as at
and to the Accounts Date, including the balance sheet,
profit and loss account together with the notes thereon
and the auditors’ and directors’ reports (copies of
which are attached to the Disclosure Letter)
	 
	 	 
	“Accounts Date”

	 	31 March 2008
	 
	 	 
	“Auditors”

	 	the auditors for the time being of the Company
	 
	 	 
	“Bad Debts”

	 	the aggregate of those debts owed to the Company that
remain outstanding on the date on which the Completion
Accounts are unconditionally agreed in accordance with
clause 4.3
	 
	 	 
	“Business”

	 	the commercial division of the Seller encompassing the
Network Drive, Entertainment News, Fresh 40 Chart Show
and the provision of advertising airtime sales services
and
sponsorship and promotions services to the radio
industry






1









 






	 	 	 
	“Business Day”

	 	a day (other than a Saturday, Sunday or public holiday)
when banks in the City of London are open for the
transaction of all normal banking business
	 
	 	 
	“Buyer’s Accountants”

	 	BDO Kendalls NSW
	 
	 	 
	“Buyer’s Solicitors”

	 	Finers Stephens Innocent LLP of 179 Great Portland
Street, London W1W 5LS or their successors in practice
or any other firm of solicitors appointed by the Buyer
for the purposes of this agreement
	 
	 	 
	“CAA 2001”

	 	the Capital Allowances Act 2001
	 
	 	 
	“Claim” and
“Substantiated Claim”

	 	have the meanings set out respectively in clause 7

(Limitations on Claims)
	 
	 	 
	“Commercial Agreements”

	 	those commercial agreements listed in Schedule 5
	 
	 	 
	“Company”

	 	The Unique Broadcasting Company Limited, a company
incorporated and registered in England and Wales with
company number 2229296 whose registered office is at 50
Lisson Street, London, NW1 5DF further details of which
are set out in Part 1 of Schedule 1
	 
	 	 
	“Companies Acts”

	 	the Companies Act 1985, the Companies Act 1989 and/or
the Companies Act 2006 to the extent the same are
effective at law and applicable
	 
	 	 
	“Completion”

	 	completion of the sale and purchase of the Sale Shares
in accordance with this agreement
	 
	 	 
	“Completion Accounts”

	 	the balance sheet to be prepared in accordance with
clause 4.3
	 
	 	 
	“Completion Date”

	 	has the meaning given in clause 5.2 (Completion)
	 
	 	 
	“Conditions”

	 	the conditions set out in Schedule 2 (Conditions)
	 
	 	 
	“Connected”

	 	in relation to a person, has the meaning contained in
section 839 of the Taxes Act
	 
	 	 
	“Consideration”

	 	the Initial Consideration and the Earn Out Consideration
	 
	 	 
	“Control”

	 	in relation to a body corporate, the power of a person
to secure that the affairs of the body corporate are
conducted in accordance with the wishes of that person:
	 
	 	 
	 

	 	(a)    by means of the holding of shares, or the
possession of voting power, in or in relation to that
or any other body corporate; or







2









 






	 	 	 
	 

	 	(b)    by virtue of any powers conferred by the
constitutional or corporate documents, or any other
document, regulating that or any other body corporate,

	 
	 	 
	 

	 	and a “Change of Control” occurs if a person who
Controls any body corporate ceases to do so or if
another person acquires Control of it
	 
	 	 
	“Debt Exchange
Agreement”

	 	the debt exchange agreement to be made prior to
Completion between (1) the New Unique Broadcasting
Company Limited, (2) the Seller and (3) the Company in
respect of a debt of (approximately) £500,000
	 
	 	 
	“Deposit”

	 	£350,000 held in an escrow account jointly by the
Buyer’s Solicitors and the Seller’s Solicitors
	 
	 	 
	“Director”

	 	each person who is a director of the Company, the names
of whom are set out in Schedule 1
	 
	 	 
	“Disclosed”

	 	fairly disclosed (with sufficient detail to identify
the nature and scope of the matter disclosed) in or
under the Disclosure Letter
	 
	 	 
	“Disclosure Letter”

	 	the letter from the Seller to the Buyer with the same
date as this agreement that is described as the
disclosure letter, including the bundle of documents
attached to it (“Disclosure Bundle”)
	 
	 	 
	“Doubtful Debts”

	 	debts owed to the Company that have not been collected
within the 60 day period commencing on the day after
the last day of the relevant Earn Out Period
	 
	 	 
	“Earn Out Consideration”

	 	the additional cash consideration to be determined in
accordance with clause 4.4
	 
	 	 
	“Earn Out Revenue”

	 	gross revenue of the Business less all agency
commissions arising thereon and less Doubtful Debts
	 
	 	 
	“Encumbrance”

	 	any interest or equity of any person (including any
right to acquire, option or right of pre-emption) or
any mortgage, charge, pledge, lien, assignment,
hypothecation, security, title, retention or any other
security agreement or arrangement
	 
	 	 
	“Event”

	 	has the meaning given in the Tax Deed
	 
	 	 
	“FSMA”

	 	the Financial Services and Markets Act 2000
	 
	 	 
	“GM”

	 	the general meeting of the shareholders of the Seller
convened for 11.00 am on 23 February 2009
	 
	 	 
	“Group”

	 	in relation to a company (wherever incorporated) that
company, any company of which it is a subsidiary (its
holding company) and any other subsidiaries of any such
holding company; and each company in a Group is a
member of the Group and unless the context otherwise
requires, the application of the definition of Group to
any company at any time will apply to the company as it
is at that time






3









 






	 	 	 
	“Hive Out Agreement”

	 	the agreed form business and share transfer agreement
between (1) the Company and (2) the New Unique
Broadcasting Company Limited proposed to be entered
into prior to GM
	 
	 	 
	“Identified Station
Contracts”

	 	the Business’ agreements with GMG Radio Limited, Bauer
Radio (or) EMAP Radio Limited, UTV Radio (GB) Limited,
Global Radio Holdings Limited (or) GCAP Media Services
Limited and Virgin Radio Limited for the receipt of
advertising airtime sales services
	 
	 	 
	“Initial Consideration”

	 	£9,000,000 sterling
	 
	 	 
	“Intellectual Property
Rights”

	 	has the meaning given in paragraph 20.1 of Part 1 of
Schedule 4 (Warranties)
	 
	 	 
	“ITEPA”

	 	the Income Tax (Earnings and Pensions) Act 2003
	 
	 	 
	“IT Services Agreement”

	 	the agreed form transition IT services agreement
between (1) The New Unique Broadcasting Company
Limited, (2) the Seller and (3) the Company proposed to
be entered into simultaneously with the Hive Out
Agreement
	 
	 	 
	“ITTOIA”

	 	the Income Tax (Trading and Other Income) Act 2005
	 
	 	 
	“Landlord”

	 	Clearvalley Properties Limited or the owner from time
to time of the immediate reversion to the Lease and the
54 Lisson Street Lease
	 
	 	 
	“Lease”

	 	has the meaning given in paragraph 24.1 of Part 1 of
Schedule 4
	 
	 	 
	“Letter of Intent”

	 	the letter of intent entered into between the Seller
and the Buyer’s Parent on 7 May 2008 (as amended on 30
June 2008, 11 July 2008, 14 July 2008, 26 September
2008) and 30 September 2008 setting out the key terms
and conditions that form the basis of this Transaction
	 
	 	 
	“Licence to Assign”

	 	a licence to assign between the Landlord (1) the
Company (2) The New Unique Broadcasting Company Limited
(3) and the Seller (4) in the agreed form or in such
other form as the Buyer and the Seller shall agree
(each party acting reasonably) authorising the
assignment of the Lease and the 54 Lisson Street Lease.
	 
	 	 
	“Licence to Underlet”

	 	a licence to underlet in the agreed form or in such
other form as the Buyer or the Seller may agree (each
party acting reasonably) made between the Landlord (1),
The New Unique Broadcasting Company Limited (2) and the
Company (3) authorising the grant of the Underlease






4









 






	 	 	 
	“Loan Waiver Agreement”

	 	the loan waiver agreement to be entered into prior to
Completion between (1) the Company and (2) the Seller
in respect of an inter-company debt of (approximately)
£8,000,000
	 
	 	 
	“Management Accounts”

	 	the unaudited balance sheet of the Business as at 31
December 2008 and the unaudited profit and loss account
of the Business (including any notes thereon) for the
period of eight months ended 31 December 2008 (a copy
of such updated accounts is attached to the Disclosure
Letter)
	 
	 	 
	“News Business”

	 	the business previously conducted by the commercial
division of the Seller encompassing Sky News Radio and
the related provision of advertising airtime sales
services and sponsorship and promotions services to the
radio industry
	 
	 	 
	“Pension Scheme”

	 	the Money Purchase Group Personal Pension Scheme with
Standard Life
	 
	 	 
	“Previously-owned Land
and Buildings”

	 	has the meaning given in paragraph 24.1 of Part 1 of
Schedule 4 (Warranties)
	 
	 	 
	“Property”

	 	has the meaning given in paragraph 24.1 of Part 1 of
Schedule 4 (Warranties)
	 
	 	 
	“Recognised Investment
Exchange”

	 	has the meaning contained in section 285 of FSMA
	 
	 	 
	“Regulations”

	 	the Transfer of Undertaking (Protection of Employment)
Regulations 1981 and 2006
	 
	 	 
	“Retention”

	 	the amount to be paid to the Retention Holders in
accordance with clause 4.2
	 
	 	 
	“Retention Agreement”

	 	the agreement in the agreed form between the Seller,
the Buyer and the Retention Holders relating to the
Retention
	 
	 	 
	“Retention Holders”

	 	the Seller’s Solicitors and the Buyer’s Solicitors
	 
	 	 
	“Sale Shares”

	 	the 67,090 ordinary shares of £1 each in the Company,
all of which have been issued and are fully paid
	 
	 	 
	“Seller’s Accountants”

	 	Deloitte LLP of Hill House, 1 Little New Street, London
EC4A 3TR
	 
	 	 
	“Seller’s Solicitors”

	 	Wragge & Co LLP of 55 Colmore Row, Birmingham, B3 2AS
or their successors in practice or any other firm of
solicitors appointed by the Seller for the purposes of
this agreement
	 
	 	 
	“Taxation Authority”

	 	HM Revenue and Customs and any other authority
competent to impose any Taxation (whether within or
without the United Kingdom)






5









 






	 	 	 
	“Taxes Act”

	 	the Income and Corporation Taxes Act 1988
	 
	 	 
	“Tax Deed”

	 	the separate tax deed to be entered into on the date of
this agreement between the Seller and the Buyer
	 
	 	 
	“Tax Losses”

	 	the trading losses of the Company available for carry
forward pursuant to section 393 ICTA 1988
	 
	 	 
	“Tax Opinion”

	 	the professional opinion of the Seller’s tax adviser,
Deloitte, as to the nature, level and availability of
the Tax Losses (subject to assumptions about the
Buyer’s future conduct of the business of the Company)
after Completion, such opinion to be addressed to and
reasonably acceptable to the Buyer
	 
	 	 
	“Tax” or “Taxation”

	 	has the meaning given in the Tax Deed
	 
	 	 
	“Tax Warranties”

	 	the Warranties in Part 2 of Schedule 4 (Warranties)
	 
	 	 
	“Taxation Statute”

	 	means any legislation relating to Taxation enacted in
the United Kingdom by parliament whether by act of
parliament or statutory instrument or tertiary
legislation with binding force or any similar
legislation of any other jurisdiction
	 
	 	 
	“TCGA”

	 	the Taxation of Chargeable Gains Act 1992
	 
	 	 
	“TMA 1970”

	 	the Taxes Management Act 1970
	 
	 	 
	“Transaction”

	 	the transaction contemplated by this agreement or any
part of that transaction
	 
	 	 
	“UK GAAP”

	 	generally accepted accounting principles in accordance
with legislation, standards, policies and practices
effective or adopted in the United Kingdom from time to
time
	 
	 	 
	“Underlease”

	 	the agreed form underlease of the Property between (1)
The New Unique Broadcasting Company Limited and (2) the
Company proposed to be entered into immediately prior
to Completion
	 
	 	 
	“VATA”

	 	the Value Added Tax Act 1994
	 
	 	 
	“Warranties”

	 	the representations and warranties in Clause 6
(Warranties) and Schedule 4 (Warranties)
	 
	 	 
	“Warranty Insurance”

	 	the insurance policy to be taken out by the Buyer on
the date of this agreement and with effect from
Completion with AIG UK Limited, to cover claims under
the Warranties and the Tax Deed
	 
	 	 
	“Warranty Insurance
Premium”

	 	the £60,684 payable in respect of the Warranty
Insurance for which the Seller is responsible for
paying £58,509 (being the amount required to cover (i)
any and all claims under the general Warranties in Part
1 of Schedule 4 up to £3,000,000 and (ii) for any and
all claims under the Tax






6









 






	 	 	 
	 

	 	Warranties or the Tax Deed up
to £1,000,000) for a period of 12 months from the date
of Completion and of which the Buyer is responsible for
paying £2,175 (being the increase in the premium
resulting from the Buyer’s decision to extend the cover
for an additional 12 months beyond the initial 12 month
period of cover)
	 
	 	 
	“Working Capital”

	 	all debtors less all creditors of the Company as at the
Completion Date as set out in the Completion Accounts
once the same have been finally agreed or determined in
accordance with clause 4.3. For the avoidance of
doubt, tax assets are not considered debtors for the
purposes of such calculation.







	1.2	 	Clause and schedule headings do not affect the interpretation of this agreement.
	 
	1.3	 	Any reference to a “person” includes a corporate or unincorporated body.
	 
	1.4	 	Words in the singular include the plural and in the plural include the singular.
	 
	1.5	 	A reference to one gender includes a reference to the other gender.
	 
	1.6	 	A reference to a particular law is a reference to it as it is in force for the time being
taking account of any amendment, extension, or re-enactment and includes any subordinate
legislation for the time being in force made under it, provided that nothing in this
sub-clause shall operate to increase the liability of a party after the date of this
agreement.
	 
	1.7	 	“Writing” or “written” includes faxes but not e-mail.
	 
	1.8	 	Documents “in agreed form” are documents in the form agreed by the parties or on their behalf
and initialled by them or on their behalf for identification.
	 
	1.9	 	A reference in this agreement to “other documents referred to in this agreement” or similar
expression is a reference to all documents referred to herein as being in agreed form.
	 
	1.10	 	References to clauses and schedules are to the clauses and schedules of this agreement;
references to paragraphs are to paragraphs of the relevant schedule.
	 
	1.11	 	References to “subsidiary” or “subsidiaries” in relation to a company wherever incorporated
(a holding company) means a “subsidiary” as defined in section 1159 of the Companies Act 2006
and any other company which is a subsidiary (as so defined) of a company which is itself a
subsidiary of such holding company, and unless the context otherwise requires the application
of the definition of subsidiary to any company at any time will apply to the company as it is
at that time.
	 
	1.12	 	Reference to this agreement include this agreement as amended or varied in accordance with
its terms.
	 
	1.13	 	Obligations and liabilities assumed by more than one person are assumed jointly and severally
unless otherwise specified.






7











 






	2.	 	CONDITIONS
	 
	2.1.1	 	Completion of this agreement is subject to the Conditions being satisfied on or before the
Completion Date or waived.
	 
	2.1.2	 	If any of the Conditions are not satisfied or waived by the date and time referred to in
Clause 2.1.1 and 2.3 as the case may be, this agreement shall cease to have effect immediately
after that date and time except for:
	 
	2.1.3	 	the provisions set out in clause 2.2; and
	 
	2.1.4	 	any rights or liabilities that have accrued under this agreement.
	 
	2.2	 	The following provisions shall continue to have effect, notwithstanding failure to waive or
satisfy the Conditions:
	 
	2.2.1	 	clause 1 (Interpretation);
	 
	2.2.2	 	clause 2.1.2 and clause 2.2 (Conditions);
	 
	2.2.3	 	clause 13 (Confidentiality and announcements);
	 
	2.2.4	 	clause 16 (Whole agreement);
	 
	2.2.5	 	clause 17 (Variation and waiver);
	 
	2.2.6	 	clause 18 (Costs);
	 
	2.2.7	 	clause 19 (Notice);
	 
	2.2.8	 	clause 26 (Language); and
	 
	2.2.9	 	clause 25 (Governing law and jurisdiction).
	 
	2.3	 	The Seller and the Buyer shall use all reasonable endeavours (so far as lies within their
respective powers) to procure that the Conditions are satisfied as soon as practicable and in
any event no later than:
	 
	2.3.1	 	6.00 pm (GMT) on the Completion Date; or
	 
	2.3.2	 	such later time and date as may be agreed in writing by the Seller and the Buyer.
	 
	2.4	 	The Buyer and the Seller shall co-operate fully in all actions necessary to procure the
satisfaction of the Conditions including, but not limited to, the provision by all parties of
all information reasonably necessary to make any notification or filing that the Buyer deems
to be necessary or as requested by any relevant authority, keeping all parties informed of the
progress of any notification or filing and providing such assistance as may reasonably be
required.
	 
	2.5	 	The Buyer may, to such extent as it thinks fit and is legally entitled to do so, waive any of
the Conditions by written notice to the Seller.
	 
	3.	 	SALE AND PURCHASE
	 
	3.1	 	On the terms of this agreement and subject to the Conditions, the Seller shall sell and the
Buyer shall buy, with effect from Completion, the Sale Shares with full title




8









 






	 	 	guarantee free from all Encumbrances and together with all rights that attach (or may in
the future attach) to them including, in particular, the right to receive all dividends
and distributions declared, made or paid on or after the Completion Date.






	3.2	 	The Buyer shall not be obliged to complete the purchase of any of the Sale Shares unless the
purchase of all such Sale Shares is completed simultaneously, but completion of the purchase
of some of the Sale Shares will not affect the rights of the Buyer with respect to the others.
	 
	3.3	 	The Seller hereby waives and agrees to procure the waiver of any restrictions on transfer
(including pre-emption rights) which may exist in relation to the Sale Shares under the
existing articles of association of the Company or otherwise.
	 
	4.	 	CONSIDERATION
	 
	4.1	 	Subject to the Retention provided for in Clause 4.2 the Initial Consideration shall be
satisfied by payment in cash at Completion in accordance with clauses 5.5.1 and 5.6.
	 
	4.2	 	Out of the Initial Consideration an amount of £75,000 shall be retained by the Retention
Holders in the joint account holding the Deposit (to be paid, dealt with and applied in
accordance with the provisions set out in Schedule 10) and the Seller and the Buyer shall on
the date of this Agreement enter into the Retention Agreement with the Retention Holders.
	 
	4.3	 	 
	 
	4.3.1	 	The Seller shall, as soon as is reasonably practicable and in any event within 45 days of
Completion, prepare a draft balance sheet as at the close of business on the Completion Date
in accordance with the principles set out in Schedule 9 and shall within that time procure the
delivery to the Buyer of a copy thereof.
	 
	4.3.2	 	The Buyer shall have 90 days (“Review Period”) from receipt of the draft Completion Accounts
by the Buyer to notify the Seller of any disagreement (setting out in detail the areas of, and
reasons for, disagreement) relating to the Completion Accounts (“Notice of Disagreement”). If
no Notice of Disagreement is received within the Review Period then the draft Completion
Accounts shall become the Completion Accounts and deemed agreed for the purpose of this
Agreement. During the Review Period the Buyer and its agents shall be afforded all reasonable
access on reasonable notice during normal working hours to the books and records and to all
working papers of the Company to enable the Buyer to carry out their review, with the right to
take copies thereof (at the Seller’s expense) and to take extracts therefrom. If no Notice of
Disagreement is received by the Seller during the Review Period the Completion Accounts shall
be deemed to be agreed.
	 
	4.3.3	 	If, within the Review Period, the Buyer serves Notice of Disagreement, the Seller and the
Buyer shall have 10 Business Days from receipt of the Notice of Disagreement by the Seller to
resolve such disagreement.
	 
	4.3.4	 	If the Seller and the Buyer are unable to reach agreement within 10 Business Days of the
Notice of Disagreement then either party shall be entitled to require that the dispute
(“Dispute”) concerning the Completion Accounts be referred for final decision to an
independent chartered accountant (“Independent Accountant”) agreed upon between the Seller and
the Buyer or, failing agreement within 5 Business Days of the expiry of the said period of 10
Business Days, nominated for
this purpose on the application of any party by the President for the time being of The
Institute of Chartered Accountants in England and Wales.




9









 












	4.3.5	 	The Seller and the Buyer shall provide the Independent Accountant with such access to the
books and records of the Company as the Independent Accountant may reasonably request. The
Seller and the Buyer shall each be entitled to make representations to the Independent
Accountant concerning the Dispute.
	 
	4.3.6	 	The Independent Accountant shall be instructed to decide the Dispute within 20 Business Days
of it being referred to him and in deciding the Dispute shall be deemed to act as an expert
and not as an arbitrator. The provisions of the Arbitration Act 1996 shall not apply. The
decision of the Independent Accountant, shall, in the absence of manifest error, be final and
binding on the parties.
	 
	4.3.7	 	The costs of the Independent Accountant shall be payable as he shall direct or, in the
absence of direction, equally by the Buyer and the Seller.
	 
	4.3.8	 	Subject to clause 4.3.10, if the aggregate of the Working Capital less any Bad Debts (the
“Working Capital Adjustment”) is less than £40,000 (such deficit being termed the “Deficit”)
the Initial Consideration stated in clause 4.1 shall be reduced by an amount equal to the
Deficit and the Buyer shall be entitled to be paid the amount of the Deficit out of the
Retention Account together with any interest accrued on such amount from the date of
Completion until the date of payment. To the extent that the Deficit is more than £75,000,
the Seller shall pay the amount by which the Deficit exceeds £75,000 in cash to the Buyer
without delay. To the extent that the Working Capital Adjustment is in credit (i.e. more than
£40,000) the Buyer shall pay the amount of such credit in cash to the Seller without delay.
	 
	4.3.9	 	Any payment to be made pursuant to sub-clause 4.3.8 shall be made within 10 Business Days of
the Working Capital being agreed by the Seller and the Buyer or determined by the Independent
Accountant pursuant to this sub-clause 4.3 by an electronic transfer to either (i) the client
account of the Buyer’s Solicitors with the Royal Bank of Scotland plc of London Belgravia
Branch, 24 Grosvenor Place, London SW1X 7HP, Sort Code: 16-00-16 and Account Number 10010004
or (ii) the client account of the Seller’s Solicitors with the Lloyds TSB plc of 125 Colmore
Row, Birmingham, B3 3AD, Sort Code: 30-00-03 and Account Number 0660947 as may apply and the
Buyer’s Solicitors and Seller’s Solicitor respectively are hereby authorised to receive the
same and whose receipt shall be an absolute discharge of the obligation to make such payment.
	 
	4.3.10	 	Any amount payable by the Seller pursuant to clause 4.3.8 shall be satisfied first to the
extent that the amount of the Retention is sufficient by payment out of the Retention in
accordance with Schedule 10.
	 
	4.4	 	Subject to clause 4.5, the Buyer shall pay to the Seller the Earn Out Consideration based on
the Earn Out Revenue delivered by the Business during the applicable 12 month period (each an
“Earn Out Period”) which shall be calculated as follows:
	 
	4.4.1	 	in respect of the 12 month Earn Out Period commencing on 1 January 2009, as follows:




10









 











	 	 	 	 	 
	Earn Out Revenue delivered	 	Amount of Earn Out Consideration
	less than £11,000,000
	 	£	0	 
	£11,000,000 - £11,999,999.99
	 	£	1,000,000	 
	£12,000,000 - £12,399,999.99
	 	£	2,000,000	 
	£12,400,000 - £12,599,999.99
	 	£	2,500,000	 
	£12,600,000 - £12,799,999.99
	 	£	3,000,000	 
	£12,800,000 - £13,199,999.99
	 	£	4,000,000	 
	£13,200,000 - £13,399,999.99
	 	£	4,500,000	 
	£13,400,000 - £13,599,999.99
	 	£	5,000,000	 
	£13,600,000 or greater
	 	£	5,500,000	 







	4.4.2	 	in respect of the 12 month Earn Out Period commencing on 1 January 2010, 50% of any Earn Out
Revenue exceeding £12,000,000 delivered by the Business during that period; and
	 
	4.4.3	 	in respect of the 12 month Earn Out Period commencing on 1 January 2011, 50% of any Earn Out
Revenue exceeding £12,500,000 delivered by the Business during that period.
	 
	4.4.4	 	The Buyer shall provide the Seller with a statement of the relevant Earn Out Revenue
calculations (the “Statement”) within 75 days of the end of the relevant Earn Out Period.
	 
	4.4.5	 	Within 90 days (such period commencing on the day after the last day of the relevant Earn
Out Period), the parties shall use their reasonable endeavours to agree upon the amount of the
relevant Earn Out Revenue and the consequent Earn Out Consideration.
	 
	4.4.6	 	In the absence of an agreement under 4.4.5 the parties shall use their reasonable endeavours
to procure that such amounts shall be determined by an independent accountant jointly
appointed by the parties (or, in the case that the parties cannot agree upon such appointment,
by the President for the time being of the Institute of Chartered Accountants of England and
Wales).
	 
	4.4.7	 	The Buyer shall pay the relevant Earn Out Consideration, if any, by way of a telegraphic
transfer of immediately available funds or as otherwise agreed upon among the parties,
promptly following agreement upon or determination of the amount of the Earn Out Consideration
as contemplated by clauses 4.4.5 and 4.4.6, as applicable, and in any event within 5 Business
Days of such agreement or determination.
	 
	4.4.8	 	The Buyer shall provide the Seller with details of any Doubtful Debts which have been
settled within the 120 day period (such period commencing on the day after the expiration of
the relevant Earn Out Period), such information being provided within 15 Business Days of the
end of the 120 day period. The calculation of the




11









 






	 	 	Earn Out Consideration shall be adjusted accordingly (with the amount of any settled
Doubtful Debts added to the amount of the Earn Out Revenue) and, to the extent that the
adjustment results in an increased amount of Earn Out Consideration then the Buyer
shall pay to the Seller the amount of such increase. Any such payment will be made by
way of a telegraphic transfer of immediately available funds or as otherwise agreed
upon by the parties, within 5 Business Days following Buyer’s provision of adjusted
amount of the Earn Out Consideration.






	4.5	 	Subject to clause 4.6, if, prior to the Buyer being required to pay any Earn Out
Consideration or any other sum due under this agreement (including any Bad Debts received by
the Buyer under clause 4.9), the Buyer gives to the Seller notice of a claim (not being a
Claim) the Buyer shall be entitled to retain such amount as reflects the amount of the claim,
pending settlement of the claim. Following settlement of any such claim, if the amount
retained pursuant to this clause 4.5 exceeds the amount of the settlement, the excess together
with the interest accrued thereon in respect of the period from the date on which the payment
should have been made pursuant to the date of payment shall be payable to the Seller in cash
within 5 Business Days of such settlement.
	 
	4.6	 	If, following receipt of a notice given under 4.5, the Seller requests in writing that the
Buyer instruct Queen’s Counsel (without delay and in accordance with 4.12) to provide an
opinion on the merit of such claim, the Buyer shall only be entitled to retain any Earn Out
Consideration under clause 4.5 if such opinion confirms that the claim has merit based on the
facts and circumstances presented in the instructions to Queen’s Counsel.
	 
	4.7	 	The Consideration shall be deemed to be reduced by the amount of any payment made to the
Buyer:
	 
	4.7.1	 	in accordance with clause 4.3.8; or
	 
	4.7.2	 	for a breach of any Warranty; or
	 
	4.7.3	 	under clause 10 (Indemnities); or
	 
	4.7.4	 	under the Tax Deed.
	 
	4.8	 	From the date of Completion until the date on which the Completion Accounts are agreed in
accordance with clause 4.3, the parties agree to co-operate by using reasonable commercial
endeavours to collect and account for all debtors of the Company in the Completion Accounts
PROVIDED that any actions against third parties shall not be detrimental to the value or
reputation of the Business and the Seller agrees to indemnify the Buyer accordingly.
	 
	4.9	 	The parties agree that all debtor receipts shall first be applied to settle the account (or
part thereof) of the oldest invoice of that debtor UNLESS that debtor states otherwise in
writing.
	 
	4.10	 	From the date on which the Completion Accounts are agreed or determined in accordance with
clause 4.3, the Bad Debts shall be assigned to the Seller by the Company (the Buyer procuring
that the Company shall do this) and the Seller shall, at its own cost and effort, be entitled
to collect and receive the Bad Debts PROVIDED that any such actions against third parties
shall not be materially detrimental to the value or reputation of the Business and the Seller
agrees to indemnify the Buyer accordingly. In the event that the Buyer receives any Bad Debts
after the date on which the
Completion Accounts are agreed or determined it shall transmit such sums to the Seller within 10
Business Days of receipt of such amount in cleared funds.




12









 












	4.11	 	A claim shall be regarded as settled for the purpose of clause 4.5 if either:
	 
	4.11.1	 	the Seller and the Buyer (or their respective solicitors) so agree; or
	 
	4.11.2	 	a court has awarded judgment in respect of the claim and no right of appeal lies in respect
of such judgment or a the parties are debarred, whether by passage of time or otherwise, from
exercising any right of appeal.
	 
	4.12	 	For the purpose of clause 4.6, the Buyer shall have the sole right, but after reasonable
consultation with the Seller, to select the Queen’s Counsel to be instructed. A copy of such
instruction shall be provided to the Seller.
	 
	4.13	 	The interest rate payable under clause 4.5 only shall be 2% per annum above base lending rate
for the time being of Barclays Bank plc. Interest shall accrue on a daily basis and be
compounded quarterly.
	 
	5.	 	COMPLETION
	 
	5.1	 	Completion shall take place on the Completion Date at:
	 
	5.1.1	 	the offices of the Buyer’s Solicitors; or
	 
	5.1.2	 	any other place or time as agreed in writing by the Seller and the Buyer.
	 
	5.2	 	“Completion Date” means:
	 
	5.2.1	 	2 March 2009, in which case the effective date of Completion is deemed to be 00.01 on 1
March 2009 and for the purposes of this agreement the parties agree that this shall be the
time and date of Completion; or
	 
	5.2.2	 	or such later date as may be agreed in writing by the Seller and the Buyer; or
	 
	5.2.3	 	if Completion is deferred in accordance with clause 5.9, means the date to which it is
deferred.
	 
	5.3	 	The Seller undertakes to the Buyer that the Business shall be conducted in the manner
provided in Part 1 of Schedule 3 (Completion) from the date of this agreement until Completion
and undertakes to the Buyer in the terms of that Schedule.
	 
	5.4	 	At Completion the Seller shall:
	 
	5.4.1	 	deliver or cause to be delivered the documents and evidence set out in Part 2 of Schedule 3;
	 
	5.4.2	 	procure that a board meeting of the Company is held at which the business specified in Part
3 of Schedule 3 is carried out;
	 
	5.4.3	 	deliver any other documents referred to in this agreement as being required to be delivered
by the Seller as detailed in Part 2 of Schedule 3; and
	 
	5.4.4	 	enter into the Retention Agreement.




13









 












	5.5	 	Subject to the Seller satisfying all of the Conditions and its obligations under clause 5.4,
at Completion the Buyer shall:
	 
	5.5.1	 	pay the Initial Consideration (less the Deposit, any interest accrued thereon and the
Seller’s portion of the Warranty Insurance Premium) by an electronic transfer to the client
account of the Seller’s Solicitors with Lloyds TSB Bank plc of 125 Colmore Row, Birmingham B3
3AD, Sort Code: 30-00-03 and Account Number 0660947 (who are irrevocably authorised to receive
the same) and payment in accordance with this clause and clause 5.5.2 shall constitute a valid
discharge of the Buyer’s obligations under clause 4.1;
	 
	5.5.2	 	deliver a certified copy of the resolution adopted by the board of directors of the Buyer
authorising the Transaction and the execution and delivery by the officers specified in the
resolution of this agreement, and any other documents referred to in this agreement as being
required to be delivered by it; and
	 
	5.5.3	 	enter into the Retention Agreement.
	 
	5.6	 	At Completion the Buyer and the Seller shall instruct their respective solicitors to
authorise the payment of the Deposit together with any accrued interest thereon but less the
Retention by an electronic transfer to the same account as detailed at clause 5.5.1.
	 
	5.7	 	The Seller confirms that the Seller’s Solicitors may receive and give a good receipt for the
Consideration and all documents to be delivered to them at Completion, as agent for the Seller
and the Buyer shall not be concerned with the basis upon which the Consideration and such
documents are distributed by the Seller’s Solicitors.
	 
	5.8	 	The Seller agrees to indemnify the Buyer (for itself and as trustee for the Company) against
all claims which may be made against the Buyer or the Company arising out of the resignation
from office by any person whose resignation the Seller is obliged to procure in order to
comply with Part 2 of Schedule 3.
	 
	5.9	 	If the Seller does not comply with clause 5.4 or, in the event that the Seller has complied
with clause 5.4, the Buyer does not comply with clause 5.5 in any material respect, the party
not in default may, without prejudice to any other rights it has:
	 
	5.9.1	 	proceed to Completion insofar as it in its discretion considers practicable having regard to
the default which has occurred and defer in part Completion in accordance with sub-clause
5.9.2; or
	 
	5.9.2	 	defer Completion with respect to all of the Sale Shares to a date no more than 28 days after
the date on which Completion would otherwise have taken place; or
	 
	5.9.3	 	rescind this agreement.
	 
	5.10	 	The relevant party may defer Completion under clause 5.9 only once, but otherwise clause 5
applies to a Completion deferred under that clause as it applies to a Completion that has not
been deferred.
	 
	5.11	 	As soon as possible after Completion the Seller shall send to the Buyer (at the Buyer’s
registered office for the time being) all records, correspondence, documents, files, memoranda
and other papers relating to the Company and the Business in its possession and not required
to be delivered at Completion and which are not kept at the Property.




14









 












	5.12	 	The Seller undertakes to the Buyer that within 60 days of Completion the Seller shall deliver
to the Buyer, at the joint cost of the Seller and the Buyer, audited and unaudited financial
statements for the Company and, to the extent not comprised in the Company, for the Business,
in the form and for the period as determined by the rules and regulations of the United States
Securities and Exchange Commission and the listing requirements of the Nasdaq Stock Market,
LLC.
	 
	5.13	 	The Seller shall within 10 days of Completion deliver to the Landlord a Notice of Assignment
and a Notice of Underletting in accordance with the Lease along with certified copies of the
instruments effecting such assignment and underletting and any registration fee that is
payable.
	 
	6.	 	WARRANTIES
	 
	6.1	 	The Buyer is entering into this agreement on the basis of, and in reliance on, the
Warranties.
	 
	6.2	 	The Seller warrants to the Buyer that each Warranty is true and not misleading on the date of
this agreement except as Disclosed.
	 
	6.3	 	The Warranties are deemed to be repeated on each day up to and including the Completion Date
and any reference made to the date of this agreement (whether express or implied) in relation
to any Warranty shall be construed, in relation to any such repetition, as a reference to each
such day. However, in the event that before or at Completion it becomes apparent that a
Warranty has been breached then the only recourse the Buyer shall have shall be under clauses
6.6 and 10.1.7.
	 
	6.4	 	The Seller shall use all reasonable endeavours to ensure that the Company does not do or omit
to do anything which would, at any time before or at Completion, be inconsistent with any of
the Warranties, breach any Warranty or make any Warranty untrue or misleading.
	 
	6.5	 	If at any time before or at Completion the Seller becomes aware that a Warranty has been
breached, is untrue or is misleading, or have a reasonable expectation that any of those
things might occur, it shall without delay:
	 
	6.5.1	 	notify the Buyer in sufficient detail to enable the Buyer to make an accurate assessment of
the situation; and
	 
	6.5.2	 	if requested by the Buyer, use all reasonable endeavours to prevent or remedy the notified
occurrence.
	 
	6.6	 	If at any time before or at Completion the Buyer becomes aware that:

	 
	6.6.1	 	a Warranty has been breached; or

	 
	6.6.2	 	an existing disclosure has subsequently become untrue; or
	 
	6.6.3	 	the Seller has breached any other term of this agreement (and the Seller acknowledges that
it is obliged to inform the Buyer of all and any such breaches that it is aware of prior to
Completion), that in any such case is material to the sale of the Sale Shares, the Buyer may (without
prejudice to any other rights it may have in relation to the breach):




15









 












	6.6.4	 	rescind this agreement by notice to the Seller (and in which such instance the Deposit
together with all accrued interest thereon will be returned to the Buyer without delay); or
	 
	6.6.5	 	proceed to Completion,
and for the purposes of this clause 6.6 “material” shall be interpreted as meaning, likely
in the reasonable estimation of the Buyer to result in a prospective loss to the Buyer or
the Business exceeding £30,000 during the period of 12 months following that breach in the
reasonable estimation of the Buyer. For the avoidance of doubt, the Buyer’s only remedies
for a “material breach” shall be, as set out in sub clauses 6.6.4 and 6.6.5. The Buyer’s
sole remedy for a non-“material” breach is that described in clause 10.1.7.
	 
	6.7	 	Warranties qualified by the expression “so far as the Seller is aware” (or any similar
expression) are deemed it has given to the best of the knowledge, information and belief of
the Seller after it has made all reasonable and careful enquiries of Simon Cole, Simon Howell,
Gavin Rigby, John Quinn, John Falcon, Denise Perry, Clare Styles and Constandia Kallis and the
Seller’s Accountants.
	 
	6.8	 	Each of the Warranties is separate and, unless otherwise specifically provided, is not
limited by reference to any other Warranty or any other provision in this agreement.
	 
	6.9	 	With the exception of the matters Disclosed in the case only of a Claim, no information of
which the Buyer and/or its agents and/or advisers has knowledge (actual, constructive or
imputed) or which could have been discovered (whether by investigation made by the Buyer or
made on its behalf) shall prejudice or prevent any Claim, a claim under the Tax Deed or a
claim under clause 10 (Indemnities) or reduce any amount recoverable thereunder.
	 
	6.10	 	The Seller agrees that any information supplied by the Company or by or on behalf of any of
the employees, directors, agents or officers of the Company (“Officers”) to the Seller or its
advisers in connection with the Warranties, the information Disclosed in the Disclosure Letter
or otherwise shall not constitute a warranty, representation or guarantee as to the accuracy
of such information in favour of the Seller, and the Seller hereby undertakes to the Buyer and
to the Company and each Officer that it waives any and all claims which they might otherwise
have against any of them in respect of such claims.
	 
	7.	 	LIMITATIONS ON CLAIMS
	 
	7.1	 	The definitions and rules of interpretation in this clause apply in this agreement.
	 
	 	 	“Claim”: a claim for breach of any of the Warranties.
	 
	 	 	“Substantiated Claim”: a Claim or a claim under the Tax Deed in respect of which liability
is admitted by the party against whom such Claim is brought, or which has been adjudicated
on by a Court of competent jurisdiction and no right of appeal lies in respect of such
adjudication, or the parties are debarred by passage of time or otherwise from making an
appeal.
	 
	 	 	A Claim is “connected” with another Claim or Substantiated Claim if it arises out of the
occurrence of the same event or relates to the same subject matter.
	 
	7.2	 	This clause limits the liability of the Seller in relation to certain Claims (other than for
a claim made under Warranty number 2 in Part 1 of Schedule 4 relating to title to the
Sale Shares which such claim shall not exceed the Consideration) and, where so specified,
claims under the Tax Deed.




16









 












	7.3	 	The liability of the Seller for all Claims under Warranty numbers 19.5 to 19.7 in Part 1 of
Schedule 4 shall not exceed the aggregate amount of £3,000,000.
	 
	7.4	 	Subject to clauses 7.3 and 7.5, all Claims (other than for a claim made under Warranty number
2 in Part 1 of Schedule 4 relating to title to the Sale Shares) and all claims under the Tax
Deed shall be solely satisfied against the Warranty Insurance and the Seller shall have no
liability in respect of such claims.
	 
	7.5	 	Subject to clause 7.3, the Seller shall be liable for all Substantiated Claims up to £100,000
(being the amount of the excess under the Warranty Insurance).
	 
	7.6	 	Subject to clause 7.3, the Seller shall not be liable for a Substantiated Claim unless the
amount of all Substantiated Claims when taken together, exceeds £30,000, in which case the
whole amount (and not just the amount by which the limit in this clause 7.6 is exceeded) is,
subject to the remainder of this clause 7, recoverable by the Buyer.
	 
	7.7	 	The Seller is not liable for a Claim to the extent that the Claim:
	 
	7.7.1	 	relates to matters Disclosed;
	 
	7.7.2	 	relates to any matter specifically and fully provided for or reserved against in the
Accounts;
	 
	7.7.3	 	relates to a matter specifically disclosed in this Agreement or done in the execution and
performance of this agreement or solely by reason or in consequence of the execution of this
agreement PROVIDED that the Seller has fairly disclosed to the Buyer such disclosure, act or
consequence of which it is aware;
	 
	7.7.4	 	would not have arisen or occurred but for an act, omission or transaction of any of the
directors, employees or agents of the Seller or the Company before Completion with the
specific written approval of the Buyer;
	 
	7.7.5	 	would not have arisen or occurred but for a written request, act, omission or transaction of
the Buyer or any of its directors, employees or agents acting in accordance with this
agreement; or
	 
	7.7.6	 	pursuant to a legally binding commitment of the Company created before Completion which has
been fairly disclosed to the Buyer before Completion;
	 
	7.7.7	 	results from or is incurred by a change after Completion in the accounting policies or
practices of the Buyer or the Company;
	 
	7.7.8	 	arises from or is increased as a result of or is otherwise attributable to:






	 	7.7.8.1	 	any change in or introduction of new law; or
	 
	 	7.7.8.2	 	any change in rates of Tax; or
	 
	 	7.7.8.3	 	any change or withdrawal by any authority of any published
administrative practice;

	 
	 	
in each case taking effect after Completion unless announced prior to
Completion;




17









 












	7.7.9	 	is recoverable under a policy of insurance or otherwise at no cost to the Buyer or the
Company;
	 
	7.7.10	 	is in respect of a sum which would have been recoverable under such a policy by the Buyer or
the Company but for any change made after Completion in the terms of such insurance;
	 
	7.7.11	 	is contingent only unless and until that contingent liability becomes an actual loss and is
due and payable.
	 
	7.8	 	The Seller is not liable for a Claim or a claim under the Tax Deed unless the Buyer has given
the Seller notice in writing of the Claim or the claim under the Tax Deed, summarising the
nature of the Claim or claim under the Tax Deed as far as it is known to the Buyer and the
amount claimed:
	 
	7.8.1	 	in the case of a claim made under the Tax Warranties or the Tax Deed, within the period of
seven years beginning with the Completion Date;
	 
	7.8.2	 	in the case of a claim made under the Warranties relating to title of the Sale Shares
(Warranty number 2.1 to 2.5 in Part 1 of Schedule 4), indefinitely; and
	 
	7.8.3	 	in any other case, within the period beginning with the Completion Date and ending 18 months
thereafter.
	 
	7.9	 	Nothing in this clause 7 applies to a Claim or a claim under the Tax Deed that arises or is
delayed as a result of dishonesty, fraud, wilful misconduct or wilful concealment by the
Seller.
	 
	7.10	 	The Seller shall not plead the Limitation Act 1980 in respect of any claims made under the
Tax Warranties or the Tax Deed up to seven years after the Completion Date.
	 
	7.11	 	If the Seller shall have made any payment in respect of a Claim and the Buyer shall receive a
monetary benefit or refund which the Seller can demonstrate was not taken into account in
computing the liability of the Seller in respect of that Claim and would have reduced that
liability had it been taken into account, then unless payment of that benefit or refund has
already been made by the Buyer to the Seller, the Buyer shall forthwith repay to the Seller a
sum corresponding to that benefit or refund as the case may be.
	 
	7.12	 	The Seller shall not be liable more than once in respect of any loss, damage or liability,
whether by reason of both a Claim being made under both this agreement and the Tax Deed or
otherwise, so that any amount paid under the Warranties shall reduce the amount otherwise
payable under the Tax Deed in respect of the same matter by that amount and vice versa.
	 
	7.13	 	Except as otherwise provided for in this agreement, a breach by the Seller of any of the
terms of this agreement (including the Warranties but excluding warranty number 2.1 to 2.5 in
Part 1 of Schedule 4) shall give rise only to an action by the Buyer for damages and shall not
entitle the Buyer to rescind or repudiate this agreement.
	 
	7.14	 	The Buyer acknowledges that it has not entered into this agreement in reliance on any
warranties, representations, covenants, undertakings or indemnities except those contained in
this agreement. Without prejudice to that acknowledgement, the Buyer irrevocably and
unconditionally waives any right it may have to claim damages and/or to rescind this agreement
for any misrepresentation not contained in this agreement (or




18









 






	 	 	the documents and agreements contemplated herein) or for breach of any warranty not
contained in this agreement (or the documents and agreements contemplated herein) unless
that misrepresentation or warranty was made or given fraudulently. Accordingly no Claim
may be made by the Buyer against the Seller and the Seller shall have no liability to the
Buyer under this agreement (including the Warranties) (or the documents and agreements
contemplated herein) or otherwise in respect of any supposed warranty, representation,
indemnity, covenant or undertaking or otherwise arising out of or in connection with the
sale of the Sale Shares unless expressly contained in this agreement.






	7.15	 	Where the matter or default giving rise to a breach of any Warranty is capable of remedy, the
breach shall not entitle the Buyer to damages or other compensation if, following written
notice of the breach having been given to the Seller in accordance with clause 7.8, the matter
or default is remedied to the reasonable satisfaction of the Buyer and without cost to the
Buyer or the Company within 30 days after the date on which that notice is served.
	 
	8.	 	RECOVERY FROM THIRD PARTIES
	 
	8.1	 	Where the Buyer or the Company or any of its Subsidiaries is at any time entitled to recover
from some other person (not being the Buyer or any member of the Buyer’s Group or the
Company’s Group) (“Third Party”) any sum in respect of any matter giving rise to a Claim, the
Buyer shall take all steps reasonably necessary to enforce such recovery before making a
Claim.
	 
	8.2	 	If the Buyer recovers any amount from a Third Party, the amount of the Claim shall then be
reduced by the amount recovered (less all reasonable costs, charges and expenses incurred and
not recovered by the Buyer in recovering that sum from such Third Party) or be extinguished if
the amount recovered exceeds the amount of the Claim.
	 
	8.3	 	If the Seller at any time pays to the Buyer an amount pursuant to a Claim and the Buyer
subsequently becomes entitled to recover from a Third Party any sum in respect of the matter
giving rise to such Claim, the Buyer shall take all commercially reasonable steps to enforce
such recovery, and shall repay to the Seller as soon as practicable so much of the amount paid
to the Buyer as does not exceed the sum recovered from such Third Party (less all reasonable
costs, charges and expenses incurred by the Buyer in recovering that sum from such Third
Party).
	 
	8.4	 	If any amount is repaid to the Seller by the Buyer in accordance with clause 8.3, an amount
equal to the amount so repaid shall be deemed never to have been paid by the Seller to the
Buyer.
	 
	9.	 	CONDUCT OF THIRD PARTY CLAIMS
	 
	9.1	 	The following provisions of this clause 9 shall:
	 
	9.1.1	 	not apply to any claims under the Tax Deed; and
	 
	9.1.2	 	only apply (with the exception of clause 9.2 which shall apply) to the extent that such
third party claim, when taken in aggregate with all other Claims, does not exceed (at any
time) the excess under the Warranty Insurance specified in clause 7.5 herein.
	 
	9.2	 	The Buyer shall inform, or shall procure that the Company shall inform, the Seller in writing
of any claim by any third party (“Third Party Claim”) which comes to the notice




19









 






	 	 	of the Buyer
or any other member of the Buyer’s Group whereby it appears that the Seller is likely to
become liable under any Claim within 14 days from the day on which such Third Party Claim
comes to the notice of the Buyer or other member of the Buyer’s Group PROVIDED that failure to
so inform the Seller shall not relieve any indemnification obligation of the Seller except to
the extent that the Seller has actually been prejudiced by such failure.






	9.3	 	Subject to clause 9.6 and the Buyer being indemnified and secured to its satisfaction in
accordance with clause 9.5 and provided that the Seller has accepted in writing its obligation
to pay the Buyer any liability which may be suffered by the Buyer (or any member of the
Buyer’s Group) in relation to any Third Party Claim:
	 
	9.3.1	 	the Buyer shall, and shall procure that the Company and any of its Subsidiaries shall, take
such action and give such information and assistance as the Seller may reasonably request in
writing to avoid, dispute, resist, mitigate, compromise or defend any Third Party Claim and to
appeal against any judgment given in respect thereof including (without limitation) applying
to postpone so far as legally possible the payment of any Taxation; and
	 
	9.3.2	 	on the written request of the Seller, the sole conduct of any legal proceedings of
whatsoever nature arising out of any Third Party Claim (“Proceedings”) shall be delegated to
the Seller. For this purpose, the Buyer shall give or procure to be given to the Seller all
such assistance as the Seller may reasonably require and shall appoint such solicitors and
other professional advisers as the Seller may nominate to act on behalf of the Buyer or the
Company in accordance with the Seller’s instructions.
	 
	9.4	 	Where Proceedings are delegated to the Seller in accordance with clause 9.3.2:
	 
	9.4.1	 	the Seller shall keep the Buyer fully and promptly informed of the Proceedings, shall
consult the Buyer on any matter which is or is likely to be material in relation to any
Proceedings and shall take account of all reasonable requirements of the Buyer in relation to
such Proceedings; and
	 
	9.4.2	 	the Seller shall not make any settlement or compromise of the Third Party Claim which is the
subject of Proceedings, or agree to any matter in the conduct of such Proceedings which may
affect the amount of the liability in connection with such Third Party Claim without the prior
written approval of the Buyer, such approval not to be unreasonably withheld or delayed and
provided always that, in the event of the Buyer refusing approval of such settlement or
compromise, the Seller shall have no liability in respect of any Claim or Indemnity Claim
arising therefrom in excess of the figure at which it could have settled or compromised the
relevant Third Party Claim. The Buyer shall be liable for any costs incurred since the
proposed date of settlement or compromise.
	 
	9.5	 	Where the Seller takes over the conduct of any Proceedings pursuant to the provisions of
clause 9.3.2, the Seller shall indemnify and secure the Buyer to its reasonable satisfaction
in respect of all costs, charges and expenses incurred by the Buyer as a consequence of any
actions taken at the request of the Seller pursuant to clause 9.3.2.
	 
	9.6	 	If the Buyer (or relevant member of the Buyer’s Group) can show to the reasonable
satisfaction of the Seller that the merits and quantum of the Third Party Claim are such that
it would be unreasonable for such action to be taken given the likely detrimental
effect to its (or the Buyer’s Group) reputation or goodwill or significantly increase its
potential liability in relation to such Third Party Claim, the suggested action shall not
be required to be taken in relation to such Third Party Claim.




20









 












	10.	 	INDEMNITIES
	 
	10.1	 	The Seller undertakes to indemnify, and to keep indemnified, the Buyer and the Company
against all losses or liabilities (including, without limitation, any direct or indirect
consequential losses, loss of profit and loss of reputation, damages, claims, demands,
proceedings, costs, expenses, penalties, legal and other professional fees and costs but
excluding any Tax liabilities) which may be suffered or incurred by any of them and which
arise directly or indirectly in connection with the following matters:
	 
	10.1.1	 	the Seller’s valid and effective disposal of all subsidiaries of the Company including, but
not limited to, those subsidiaries listed in the latest annual accounts of the company dated
31 March 2007 and the joint venture company Oneword Radio Limited;
	 
	10.1.2	 	the Seller’s valid and effective disposal from the Company of all assets and contracts that
do not relate to, nor are required for the continued operation of, the Business as part of the
sale of the Company;
	 
	10.1.3	 	the Seller’s valid and effective disposal from the Company of all liabilities that do not
relate to the Business as part of the sale of the Company;
	 
	10.1.4	 	the Seller’s valid and effective transfer to the Company of its all of the assets comprising
the Business including, but not limited to, all of its rights under the Commercial Agreements;
	 
	10.1.5	 	the loss of, or any amendment whatsoever to, any of the Commercial Agreements during the
period commencing on the date hereof until the time of Completion;
	 
	10.1.6	 	from the transfer of employees under the Regulations or by contract into the employment of
the Company or out of the employment of the Company prior to Completion and in respect of any
claim by any person that as a result of any transfer under the Regulations such person is
entitled to be an employee of the Company but has not been disclosed as an employee pursuant
to this Agreement;
	 
	10.1.7	 	if between the signing of this Agreement and Completion an event, fact or circumstance
occurs which constitutes a breach of Warranty then the Seller shall indemnify the Buyer in
respect of and for the value of such breach up to a maximum of £30,000 (without regard to the
liability threshold referred to in clause 7.6) but only to the extent it is not otherwise
recoverable under the Warranty Insurance;
	 
	10.1.8	 	any liability to taxation (as specified in paragraph (d) of the definition of “Relevant
Taxation Claim” under the Tax Deed) arising as a result of the de-grouping of the Company from
the Seller’s Group;
	 
	10.1.9	 	from a breach by the Seller and/or the Company (as may be relevant) of their obligations
under Part 1 of Schedule 3;
	 
	10.1.10	 	any attempt by the Landlord to enforce any guarantee given prior to Completion by the
Company in respect of the assignment of the Lease and the 54 Lisson Street Lease to The New
Unique Broadcasting Company Limited;






21











 






	10.1.11	 	from a breach by the Seller of Warranty number 2 in Part 1 of Schedule 4 relating to title
to the Sale Shares;
	 
	10.1.12	 	from the existence of any share options granted prior to Completion including, but not
limited to, the cost of acquiring such options prior to their exercise and/or the cost of
acquiring any shares issued pursuant to such options and/or the diminution in value of the
Sale Shares as a result of them not being the entire issued share capital of the Company
following the exercise of any such options.
	 
	10.2	 	The Buyer undertakes to indemnify, and to keep indemnified, the Seller against all losses or
liabilities (including, without limitation, any direct or indirect consequential losses, loss
of profit and loss of reputation, damages, claims, demands, proceedings, costs, expenses,
penalties, legal and other professional fees and costs but excluding any Tax liabilities)
which may be suffered or incurred by the Seller or any member of its Group as a result of:
	 
	10.2.1	 	the performance by the Company or any member of its Group of the Commercial Agreements after
Completion; or
	 
	10.2.2	 	any act or omission of the Company or any member of its Group after Completion giving rise
to or contributing to any breach or frustration of any Commercial Agreements or any claim or
demand in respect of the subject matter of any Commercial Agreements relating to the period
after Completion.
	 
	10.3	 	Any payment made in respect of a claim under this clause 10 shall include
	 
	10.3.1	 	an amount in respect of all costs and expenses incurred by the relevant party or the Company
in relation to the bringing of the claim (including a reasonable amount in respect of
management time); and
	 
	10.3.2	 	any amount necessary to ensure that, after any Taxation of the payment, the party is left
with the same amount it would have had if the payment was not subject to Taxation.
	 
	11.	 	INFORMATION TECHNOLOGY
	 
	11.1	 	To the extent that the Business had the benefit of any IT Systems or IT Contracts immediately
prior to Completion, whether on an exclusive basis or jointly with other parts of the Seller’s
Group, but which has not been included in Schedule 6 then the Seller agrees, as soon as is
commercially practicable, that where the IT System was provided to or IT Contract beneficially
held by the Business on an exclusive basis or substantially for its benefit, to use its
reasonable commercial endeavours:
	 
	11.1.1	 	to assign or procure that such IT System and/or IT Contract shall be assigned from the
relevant party in the Seller’s Group to the Company as soon as is commercially practicable as
if it had been incorporated into that Schedule 6 from completion of the Hive Out save where
the Seller is, using its reasonable commercial endeavours, unable to or is unable to procure
that any benefits as well as any burdens under or in relation to such IT System or IT Contract
are simultaneously assigned to the Company; or
	 
	11.1.2	 	to transfer or procure that such IT System and/or IT Contract shall be transferred from the
relevant party in the Seller’s Group to the Company as soon as is commercially practicable as
if it had been incorporated into that Schedule 6 from
completion of the Hive Out save where the Seller or any relevant party in the Seller’s




22









 






	 	 	Group is, using its reasonable commercial endeavours, unable to procure the consent to
such transfer of any relevant third parties on reasonable commercial terms.






	11.2	 	Where an IT System or IT Contract is transferred or assigned under clause 11.1, it is agreed
by the parties that such title as the Seller or any company in the Seller’s Group has to such
IT System or IT Contract shall be deemed to have been transferred or assigned at completion of
the Hive Out.
	 
	11.3	 	For the purpose of this clause 11, the terms “IT System” and “IT Contract” shall be deemed to
have the same meaning as that given at 21.1 of part 1 of Schedule 4 but omitting the words
“and as listed in Schedule 6”.
	 
	12.	 	RESTRICTIONS
	 
	12.1	 	The Seller covenants with the Buyer that it shall not and shall procure that no member of its
Group for the time being shall:
	 
	12.1.1	 	at any time during the period of 3 (three) years beginning with the Completion Date, in any
geographic areas in which any business of the Company was carried on at the Completion Date,
carry on, be employed, engaged or interested in any business which would be in competition
with any part of the Business as the Business was carried out at the Completion Date or the
News Business; or
	 
	12.1.2	 	at any time during the period of 3 (three) years beginning with the Completion Date, deal in
competition with the Company with any person who is at the Completion Date, or who has been at
any time during the period of 12 months immediately preceding that date, a client or customer
of the Business or the News Business; or
	 
	12.1.3	 	at any time during the period of 3 (three) years beginning with the Completion Date, in
competition with the Company canvass, solicit or otherwise seek the custom of any person who
is at the Completion Date, or who has been at any time during the period of 12 months
immediately preceding that date, a client or customer of the Business; or
	 
	12.1.4	 	at any time during the period of 3 (three) years beginning with the Completion Date:






	 	12.1.4.1	 	offer employment to, enter into a contract for the services of, or
attempt to entice away from the Company any individual who is at the time
of the offer or attempt, and was at the Completion Date, employed or
directly engaged in an executive or managerial position with the Company;
or
	 
	 	12.1.4.2	 	procure or facilitate the making of any such offer or attempt by any
other person; or






	12.1.5	 	at any time during a period of 3 (three) years beginning with the Completion Date, solicit
or entice away from the Company any supplier to the Company who had supplied goods and/or
services to the Business at any time during the 12 months immediately preceding the Completion
Date, if that solicitation or enticement causes or would cause such supplier to cease
supplying, or materially reduce its supply of, those goods and/or services to the Company.
	 
	12.2	 	The covenants in this clause 12 are intended for the benefit of the Buyer and the Company and
apply to actions carried out by the Seller or any person Connected with it
in any capacity and
whether directly or indirectly, on its own behalf, on behalf of any other person or jointly
with any other person.




23









 












	12.3	 	Nothing in this clause 12 prevents any Seller or any person Connected with him from holding
for investment purposes only:
	 
	12.3.1	 	any units of any authorised unit trust; or
	 
	12.3.2	 	not more than 1 per cent. of any class of shares or securities of any company traded on a
Recognised Investment Exchange.
	 
	12.4	 	Each of the covenants in this clause 12 is a separate undertaking and shall be enforceable by
the Buyer separately and independently of its right to enforce any one or more of the other
covenants contained in this clause 12. Each of the covenants in this clause 12 is considered
fair and reasonable by the parties, but if any restriction is found to be unenforceable, but
would be valid if any part of it were deleted or the period or area of application reduced,
the restriction shall apply with such modifications as may be necessary to make it valid and
enforceable.
	 
	12.5	 	The parties agree that damages may not be an adequate remedy for any breach or threatened
breach by the Seller of the covenants in this Clause 12 and that the Company and the Buyer
shall (in addition to any other rights or remedies available to any of them) be entitled
without proof of special damage to injunctive and other equitable remedy.
	 
	12.6	 	The consideration for the undertakings contained in this clause 12 is included in the
Consideration.
	 
	12.7	 	The Buyer covenants with the Seller that it shall not (without the Seller’s written consent)
and shall procure that none of its related companies nor the Company shall at any time after
Completion directly or indirectly, whether itself, or by its employees or agents or otherwise
carry on any trade or business with any person (other than the Seller’s Group) involved in any
trade or business using the names “The Unique Broadcasting Company”, Unique Interactive,
Unique, Gilmour Broadcasting, G-One, UBC Media, Oneword, Unique Digital or any name
incorporating those names in a confusingly similar manner or any confusingly similar name.
	 
	13.	 	CONFIDENTIALITY AND ANNOUNCEMENTS
	 
	13.1	 	The Seller undertakes to the Buyer to keep confidential the terms of this agreement and all
information which it has acquired about the Company and the Buyer and the Buyer’s Group (as
such Group is constituted immediately before Completion) and to use the information only for
the purposes contemplated by this agreement.
	 
	13.2	 	The Buyer undertakes to the Seller to keep confidential the terms of this agreement and all
information that it has acquired about the Seller and the Seller’s Group (as such Group is
constituted immediately before Completion) and to use the information only for the purposes
contemplated by this agreement.
	 
	13.3	 	The Buyer does not have to keep confidential or restrict its use of information about the
Company after Completion.
	 
	13.4	 	A party does not have to keep confidential or to restrict its use of:




24









 












	13.4.1	 	information that is or becomes public knowledge other than as a direct or indirect result of
a breach of this agreement; or
	 
	13.4.2	 	information that it receives from a source not connected with the party to whom the duty of
confidence is owed that it acquires free from any obligation of confidence to any other
person.
	 
	13.5	 	Any party may disclose any information that it is otherwise required to keep confidential
under this clause 13:
	 
	13.5.1	 	to such of its professional advisers, consultants and employees or officers as are
reasonably necessary to advise on this agreement, or to facilitate the Transaction, if the
disclosing party procures that the people to whom the information is disclosed keep it
confidential as if they were that party; or
	 
	13.5.2	 	with the written consent of all the other party; or
	 
	13.5.3	 	to confirm that the sale has taken place and the date of the sale (but without otherwise
revealing any other terms of sale or making any other announcement).
	 
	13.5.4	 	to the extent that the disclosure is required:






	 	13.5.4.1	 	by law; or
	 
	 	13.5.4.2	 	by a regulatory body, Taxation Authority or securities exchange; or
	 
	 	13.5.4.3	 	to make any filing with, or obtain any authorisation from, a
regulatory body, Taxation Authority or securities exchange; or
	 
	 	13.5.4.4	 	under any arrangements in place under which negotiations relating to
terms and conditions of employment are conducted; or
	 
	 	13.5.4.5	 	to protect the disclosing party’s interest in any legal proceedings,






but shall use reasonable endeavours to consult the other parties and to take into account
any reasonable requests they may have in relation to the disclosure before making it.




	13.6	 	Each party shall supply any other party with any information about itself, its Group or this
agreement as such other party may reasonably require for the purposes of satisfying the
requirements of a law, regulatory body or securities exchange to which such other party is
subject.
	 
	14.	 	FURTHER ASSURANCE
	 
	 	 	Each party shall (at its expense) promptly execute and deliver all such documents, and do
all such things, as any other party may from time to time require for the purpose of
giving full effect to the provisions of this agreement.




25









 












	15.	 	ASSIGNMENT
	 
	15.1	 	Except as provided otherwise in this agreement, no party may assign, or grant any Encumbrance
or security interest over, any of its rights under this agreement or any document referred to
in it.
	 
	15.2	 	Each party that has rights under this agreement is acting on its own behalf.
	 
	15.3	 	The Buyer may assign its rights under this agreement (or any document referred to in this
agreement) but not its obligations to a member of its Group or to any person to whom it
transfers all (but not some only) of the Sale Shares.
	 
	15.4	 	If there is an assignment pursuant to clause 15.3:
	 
	15.4.1	 	the Seller may discharge its obligations under this agreement to the assignor until they
receive notice of the assignment; and
	 
	15.4.2	 	the assignee may enforce this agreement as if it were a party to it, but the Buyer shall
remain liable for any obligations under this agreement.
	 
	16.	 	WHOLE AGREEMENT
	 
	16.1	 	This agreement, and any documents referred to in it, constitute the whole agreement between
the parties and supersede any arrangements, understanding or previous agreement between them
relating to the subject matter they cover.
	 
	16.2	 	Nothing in this clause 16 operates to limit or exclude any liability for fraud.
	 
	17.	 	VARIATION AND WAIVER
	 
	17.1	 	Any variation of this agreement shall be in writing and signed by or on behalf of each party.
	 
	17.2	 	Any waiver of any right under this agreement is only effective if it is in writing and signed
by the waiving or consenting party and it applies only in the circumstances for which it is
given and shall not prevent the party who has given the waiver from subsequently relying on
the provision it has waived.
	 
	17.3	 	No failure to exercise or delay in exercising any right or remedy provided under this
agreement or by law constitutes a waiver of such right or remedy or shall prevent any future
exercise in whole or in part thereof.
	 
	17.4	 	No single or partial exercise of any right or remedy under this agreement shall preclude or
restrict the further exercise of any such right or remedy.
	 
	17.5	 	Unless specifically provided otherwise, rights arising under this agreement are cumulative
and do not exclude rights provided by law.
	 
	18.	 	COSTS
	 
	 	 	Unless otherwise provided, all costs in connection with the negotiation, preparation,
execution and performance of this agreement, and any documents referred to in it, shall be
borne by the party that incurred the costs.




26









 












	19.	 	NOTICES AND SERVICE OF PROCEEDINGS
	 
	19.1	 	A notice given under this agreement:
	 
	19.1.1	 	shall be in writing (which shall not include electronic mail) in the English language;
	 
	19.1.2	 	shall be sent for the attention of the person, and to the address or fax number, specified
in this clause 19 (or such other address, fax number or person as each party may notify to the
others in accordance with the provisions of this clause 19); and
	 
	19.1.3	 	shall be:






	 	19.1.3.1	 	delivered personally; or
	 
	 	19.1.3.2	 	sent by fax; or
	 
	 	19.1.3.3	 	sent by pre-paid first-class post or recorded delivery; or
	 
	 	19.1.3.4	 	(if the notice is to be served by post outside the country from which
it is sent) sent by airmail.






	19.2	 	The addresses for service of notice are:
	 
	19.2.1	 	SELLER






	 	19.2.1.1	 	50 Lisson Street, London, NW1 5DF
	 
	 	19.2.1.2	 	for the attention of: Simon Cole
	 
	 	19.2.1.3	 	fax number: 0207 723 6132






	19.2.2	 	BUYER






	 	19.2.2.1	 	address: P.O. Box 442, 252 School Street, Howard, PA 16841
	 
	 	19.2.2.2	 	for the attention of: Scott E. Cody (COO and CFO)
	 
	 	19.2.2.3	 	fax number: 814-625-3556 (USA)






	19.3	 	A notice is deemed to have been received:
	 
	19.3.1	 	if delivered personally, at the time of delivery; or
	 
	19.3.2	 	in the case of fax, at the time of transmission; or
	 
	19.3.3	 	in the case of pre-paid first class post or recorded delivery, five Business Days from the
date of posting; or
	 
	19.3.4	 	in the case of airmail, ten Business Days from the date of posting; or
	 
	19.3.5	 	if deemed receipt under the previous paragraphs of this clause 19.3 is not within business
hours (meaning 9.00 am to 5.30 pm Monday to Friday on a day that is not
a public holiday in the place of receipt), when business next starts in the place of
receipt.




27









 












	19.4	 	To prove service of a notice, it is sufficient to prove on the balance of probabilities that
the notice was transmitted by fax to the fax number of the party or, in the case of post, that
the envelope containing the notice was properly addressed and posted.
	 
	20.	 	INTEREST ON LATE PAYMENT
	 
	20.1	 	Where a sum is required to be paid under this agreement (other than under the Tax Deed) but
is not paid before or on the date the parties agreed, the party due to pay the sum shall also
pay an amount equal to interest on that sum for the period beginning with that date and ending
with the date the sum is paid (and the period shall continue after as well as before
judgment).
	 
	20.2	 	The rate of interest applicable under clause 20.1 shall be 8% per annum above the base
lending rate for the time being of Barclays Bank PLC. Interest shall accrue on a daily basis
and be compounded quarterly.
	 
	20.3	 	This clause 20 is without prejudice to any claim for interest under the law.
	 
	21.	 	SEVERANCE
	 
	21.1	 	If any provision of this agreement (or part of a provision) is found by any court or
administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the
other provisions shall remain in force.
	 
	21.2	 	If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if
some part of it were deleted, the provision shall apply with whatever modification is
necessary to give effect to the commercial intention of the parties.
	 
	22.	 	AGREEMENT SURVIVES COMPLETION
	 
	 	 	This agreement (other than obligations that have already been fully performed) shall
remain in full force after Completion.
	 
	23.	 	THIRD PARTY RIGHTS
	 
	23.1	 	Subject to clause 23.2, this agreement and the documents referred to in it are made for the
benefit of the parties and their successors and permitted assigns and are not intended to
benefit, or be enforceable by, anyone else.
	 
	23.2	 	The following provisions are intended to benefit future buyers of the Sale Shares from the
Buyer and, where they are identified in the relevant clauses, the Company and shall be
enforceable by them to the fullest extent permitted by law:
	 
	23.2.1	 	clause 6 (Warranties) and Schedule 4 (Warranties), subject to clause 7 (Limitations on
Claims);
	 
	23.2.2	 	clause 10 (Indemnities);
	 
	23.2.3	 	clause 12 (Restrictions on the Seller);
	 
	23.2.4	 	clause 13 (Confidentiality and announcements); and
	 
	23.2.5	 	clause 20 (Interest on late payment).




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	23.3	 	Each party represents to the other that his respective rights to terminate, rescind or agree
any amendment, variation, waiver or settlement under this agreement are not subject to the
consent of any person that is not a party to this agreement.
	 
	24.	 	SUCCESSORS
	 
	 	 	The rights and obligations of the Seller and the Buyer under this agreement shall continue
for the benefit of, and shall be binding on, their respective successors and assigns.
	 
	25.	 	GUARANTEE
	 
	25.1	 	In consideration of the Seller entering into this Agreement and the sum of £1 (receipt of
which is acknowledged) the Buyer’s Parent unconditionally guarantees to the Seller as
principal obligor full, prompt and complete performance by the Buyer of all its obligations
and covenants under this Agreement (as varied, extended or renewed from time to time),
including the due and punctual payment of all sums payable now or in the future to the Seller
by the Buyer and the performance of all covenants under this Agreement when and as they shall
become due for payment or performance (as the case may be). Accordingly, the Buyer’s Parent
undertakes to the Seller that if and each time that the Buyer shall be in default in the
payment of any sum or the performance of any obligations under this Agreement the Buyer’s
Parent shall on demand make good the default and pay all sums which may be payable and do all
things required as if the Buyer’s Parent instead of the Buyer were expressed to be the primary
obligor or covenantor.
	 
	25.2	 	The guarantee contained in clause 25.1 (the “Guarantee”) is a continuing guarantee and shall
remain in force until all obligations and covenants of the Buyer under this Agreement have
been discharged and performed in full.
	 
	25.3	 	The obligations of the Buyer’s Parent under the Guarantee shall not be affected by any act,
omission, matter or thing which, but for this clause 25.3, might operate to release or
otherwise exonerate the Buyer from these obligations or affect these obligations or covenants
including:
	 
	25.3.1	 	any time or indulgence granted to or composition with the Buyer;
	 
	25.3.2	 	the taking, variation, compromise, renewal or release of or refusal or neglect to perfect of
enforce any right or remedies against the Buyer;
	 
	25.3.3	 	any legal limitation, disability, incapacity or other circumstances relation to the Buyer of
any other person or any amendment to or variation of the terms of this Agreement or any other
document or security; or
	 
	25.3.4	 	any irregularity, unenforceability of any obligations of the Buyer under this Agreement with
the intent that the Buyer’s Parent’s obligations under the Guarantee shall remain in full
force and the Guarantee shall be construed accordingly as if there were no such irregularity,
unenforceability or invalidity.
	 
	25.4	 	The Buyer’s Parent waives any right it may have of first requiring the Seller to proceed
against or enforce any guarantee or security of or claim payment from the Buyer.




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	26.	 	COUNTERPARTS
	 
	 	 	This agreement may be executed in any number of counterparts, each of which is an original
and which together have the same effect as if each party had signed the same document.
	 
	27.	 	LANGUAGE
	 
	 	 	If this agreement is translated into any language other than English, the English language
text shall prevail.
	 
	28.	 	GOVERNING LAW AND JURISDICTION
	 
	28.1	 	This agreement and any disputes or claims arising out of or in connection with its subject
matter are and shall be governed by and construed in accordance with the law of England.
	 
	28.2	 	The parties irrevocably agree that the courts of England have exclusive jurisdiction to
settle any dispute or claim that arises out of or in connection with this agreement.
	 
	28.3	 	This agreement has been entered into as a Deed on the date stated at the beginning of it.




30









 











SCHEDULE 1




Particulars of the Company




31









 





SCHEDULE 2

Conditions





	1.	 	Save in respect of the agreements with UTV Radio (GB) Limited, in the agreed form any third
party consents necessary under the Commercial Agreements or otherwise, in particular in
respect of any consents required as the result of a change of control and/or as a result of an
assignment in respect of any such agreements.
	 
	2.	 	In terms reasonably satisfactory to the Buyer and to the extent required:
	 
	2.1	 	subject to paragraph 1, the valid assignment (in the agreed form) to the Company from the
Seller’s Group of the Commercial Agreements;
	 
	2.2	 	the transfer of the contracts of employment of those employees specified in schedule 4 part 2
of the Hive Out Agreement so as that their employment is properly recorded as being with the
Company;
	 
	2.3	 	the transfer to the Company of any other (to the extent there are any) material assets of the
Business;
	 
	2.4	 	the approval of the Transaction by the Seller’s shareholders in general meeting;
	 
	2.5	 	since the date hereof there has been no loss of, nor amendment to, any of the Identified
Station Contracts or otherwise as described in Warranty 13.5 of Part 1 of Schedule 4;
	 
	2.6	 	the Seller having complied in all material respects with all covenants under this agreement
required to be complied with by the Seller on or before the date of Completion, to include
those as set out in clause 5.4 and Schedule 3;
	 
	2.7	 	receipt of the Tax Opinion in which it is demonstrated that the tax losses available to the
Buyer are at least £2,466,861;
	 
	2.8	 	the valid execution of the Hive Out Agreement prior to the approval of the Transaction by the
Seller’s shareholders at the GM;
	 
	2.9	 	the valid completion of the Underlease (although the parties herein agree that the Buyer may
confirm in writing to the Seller prior to the date of Completion that the Underlease is not
required), the Licence to Assign (and for the avoidance of doubt such Licence to Assign shall
not require the Company to enter into any authorised guarantee agreement as defined in the
Landlord and Tenant (Covenants) Act 1995 section 28(1) with the Landlord in respect of the
Lease and/or the 54 Lisson Street Lease) and the Licence to Underlet;
	 
	2.10	 	the valid execution of the restrictive covenants by Simon Cole in the agreed form;
	 
	2.11	 	a sales report prepared by the Seller in the week prior to Completion covering the four month
period to include the month in which Completion occurs, the preceding month and the two months
following; and
	 
	2.12	 	no material adverse change having occurred in the Business since the date of this Agreement
with the exception of any anticipated or actual decrease in revenues of the Business.
	 
	3.	 	No person:




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	3.1	 	having commenced, or threatened in writing to commence, any proceedings or investigation for
the purpose of prohibiting or otherwise challenging or materially interfering with the
Transaction; or
	 
	3.2	 	having taken or threatened to take any action as a result of or in anticipation of the
Transaction that would be inconsistent with any of the Warranties and would have a material
adverse effect on the Company; or
	 
	3.3	 	having enacted any legislation (including any subordinate legislation) which would prohibit,
materially restrict or materially delay the implementation of the Transaction or the
operations of the Company.




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SCHEDULE 3

Completion




Part 1

Conduct between exchange and completion





	1.	 	The Seller undertakes to procure that the Business shall be conducted in the manner provided
in this Part of Schedule 3 from the date of this agreement to Completion.
	 
	2.	 	The Seller shall carry on the Business in the normal course consistent with past practice.
	 
	3.	 	The Seller (only to the extent to which it relates to the Business) and the Company shall not
(other than specifically envisaged under this agreement or any of the agreed form documents):






	 	(a)	 	dispose of any material assets used or required for the operation of the
Business; or
	 
	 	(b)	 	allot or agree to allot any shares or other securities, repurchase, redeem
or agree to repurchase or redeem any of its shares; or
	 
	 	(c)	 	pass any resolution other than as is required to facilitate the
Transaction; or
	 
	 	(d)	 	enter into, modify or agree to terminate any Material Contract (as defined
in paragraph 13 of Part 1 of Schedule 4); or
	 
	 	(e)	 	incur any capital expenditure on any individual item in excess of £1,000;
or
	 
	 	(f)	 	borrow any sum; or
	 
	 	(g)	 	enter into any lease, lease hire or hire purchase agreement or agreement
for payment on deferred terms; or
	 
	 	(h)	 	pay any dividend or make any other distribution of its assets; or
	 
	 	(i)	 	make, or agree to make, material alterations to the terms of employment
(including benefits) of any of its directors, officers or Employees (as defined in
Schedule 4); or
	 
	 	(j)	 	provide or agree to provide any benefit to any director, officer, employee
or their dependants not provided for under existing contracts; or
	 
	 	(k)	 	dismiss any of its Employees (as defined in Schedule 4) or employ or engage
(or offer to employ or engage) any person; or
	 
	 	(l)	 	create any Encumbrance over any of its assets or its undertaking; or
	 
	 	(m)	 	institute, settle or agree to settle any legal proceedings relating to the
Business, except debt collection in the normal course of business; or
	 
	 	(n)	 	grant, modify, agree to terminate or permit the lapse of any Intellectual
Property Rights or enter into any agreement relating to any such rights; or




34









 












	 	(o)	 	pay any management charge to the Seller (other than in the ordinary course
of business and Disclosed to the Buyer); or
	 
	 	(p)	 	incur any liability to the Seller, other than trading liabilities incurred
in the normal course of business; or
	 
	 	(q)	 	enter into any (or modify any subsisting) agreement with any trade union or
any agreement that relates to any works council; or
	 
	 	(r)	 	except as otherwise agreed in writing with the Seller, vary the terms on
which it holds the Property or settle any rent review; or
	 
	 	(s)	 	make any material change to the accounting procedures or principles by
reference to which its accounts are drawn up.






	4.	 	The Company may do anything falling within paragraph 3 of this Schedule 3 if the Buyer has
given prior written consent.
	 
	5.	 	The Company shall maintain in force insurance policies:






	 	(a)	 	that have limits of indemnity at least equal to; and
	 
	 	(b)	 	the other terms of which are no less favourable than,






	 	 	those policies of insurance maintained by the Company on the date of this agreement.
	 
	6.	 	The Seller shall use all reasonable endeavours to maintain the trade and trade connections of
the Company.
	 
	7.	 	The Seller shall give to the Buyer as soon as possible full details of any material change in
the business, financial position or assets of the Company.
	 
	8.	 	The Seller shall not:






	 	(a)	 	induce, or attempt to induce, any of the Employees of the Company (as
defined in Schedule 4), whether directly or indirectly, to terminate their employment
before the Completion Date; or
	 
	 	(b)	 	incur any liabilities to the Company, other than trading liabilities
incurred in the normal course of business.






	9.	 	No amendment, other than one made solely to comply with legislative requirements, shall be
made to any agreements or arrangements for the payment of pensions or other benefits on
retirement:






	 	(a)	 	to present or former directors, officers or employees of the Company; or
	 
	 	(b)	 	to the dependants of any of those people.






	10.	 	The Seller shall, at the Buyer’s request and the Seller’s expense, provide the Buyer with
such information or documents as it may reasonably require relating to the terms of employment
or any other matter concerning any Employee or Worker (as defined in paragraph 23 of Part 1 of
Schedule 4) or any body of employees or their representatives in the period prior to the
Completion Date.




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	11.	 	The Seller shall, at its own expense and subject to its obligations under the Data Protection
Act 1998, give such assistance as the Buyer or its representatives may reasonably require to
contest any claim by anyone employed or engaged by the Company prior to the Completion Date
resulting from or in connection with this agreement to the extent that such claims relate to
an act or omission of the Seller.






36












 





Part 2




What the Seller shall deliver to the Buyer at Completion



At Completion, the Seller shall deliver or cause to be delivered to the Buyer the following
documents and evidence:





	(a)	 	a transfer of the Sale Shares executed by the registered holder in favour of the Buyer;
	 
	(b)	 	a share certificate for the Sale Shares in the name of the registered holder or an indemnity
in such form as the Buyer may reasonably require for any lost certificates;
	 
	(c)	 	any waivers, consents or other documents required to enable the Buyer to be registered as the
holder of the Sale Shares;
	 
	(d)	 	an irrevocable power of attorney for 30 days (under which the Buyer shall procure that the
Seller incurs no cost, demand, expense or liability) in agreed form given by the Seller in
favour of the Buyer to enable the Buyer (or its proxies) to exercise all voting and other
rights attaching to the Sale Shares before the transfer of the Sale Shares is registered in
the register of members of the Company;
	 
	(e)	 	the original of any power of attorney under which any document to be delivered to the Buyer
under this part of this Schedule has been executed;
	 
	(f)	 	in relation to the Company, the statutory registers and minute books (written up to the time
of Completion), certificate of incorporation and any certificates of incorporation on change
of name;
	 
	(g)	 	the written resignation, executed as a deed and in the agreed form, of the directors and
secretary of the Company from their offices and employment with the Company, except for John
Quinn, who is not resigning;
	 
	(h)	 	the written resignation of the auditors in the agreed form
	 
	(i)	 	signed copies of special resolutions of the Company in a form appropriate for filing at
Companies House to:






	 	(i)	 	change the name of the Company to Global Traffic Network (UK) Commercial
Limited; and
	 
	 	(ii)	 	adopt new articles of association of the Company in the form the Buyer
requires;






	(j)	 	a copy of the new articles of association of the Company appropriate for filing at Companies
House;
	 
	(k)	 	a certified copy of the minutes of the board meetings held pursuant to Part 3 of this
Schedule 3;
	 
	(l)	 	all title deeds and other documents relating to the Property;
	 
	(m)	 	evidence, in agreed form, that any indebtedness or other liability of the kind described in
paragraph 14 of Part 1 of Schedule 4 (Transactions with the Seller) has been discharged;




37









 












	(n)	 	originals and/or copies of counterparts of the executed agreed form Hive Out Agreement,
Underlease, Loan Waiver Agreement and the Debt Exchange Agreement.
	 
	(o)	 	all charges, mortgages, debentures and guarantees to which the Company is a party and, in
relation to each such instrument and any covenants connected with it:






	 	(i)	 	a sealed discharge or release in the agreed form;
	 
	 	(ii)	 	if applicable, a sworn and completed Form 403a (declaration that part of
the property or undertaking charged has been released from the charge); and
	 
	 	(iii)	 	a certified copy of a resolution by the Seller’s shareholders authorising
the Transaction;






	(p)	 	the Tax Opinion;
	 
	(q)	 	a certified copy of the Seller’s shareholders resolution approving the Transaction;
	 
	(r)	 	an executed copy of the restrictive covenants by Simon Cole in the agreed form together with
an independent solicitor’s certificate confirming that Simon Cole has received independent
legal advice in respect of the same; and
	 
	(s)	 	the Tax Deed.




38









 











Part 3




Matters for the board meetings at Completion





	1.	 	The Seller shall cause a board meeting of the Company to be held at Completion at which the
matters set out in this Part 3 of this Schedule 3 shall take place.
	 
	2.	 	A resolution to register the transfer of the Sale Shares shall be passed at such board
meeting of the Company, subject to the transfer being stamped at the cost of the Buyer.
	 
	3.	 	A resolution to change the Company’s name from The Unique Broadcasting Company Limited to
Global Traffic Network (UK) Commercial Limited shall be passed at such board meeting and a
shareholder meeting shall be convened (or written resolution properly executed) at which an
appropriate special resolution shall be passed.
	 
	4.	 	All directors, the secretary and auditors of the Company shall resign from their offices and
employment with the Company with effect from the end of the relevant board meeting, except for
John Quinn.
	 
	5.	 	The persons the Buyer nominates shall be appointed as directors and secretary of the Company
(but not exceeding any maximum number of directors contained in the Company’s articles of
association). The appointments shall take effect at the end of the board meeting.
	 
	6.	 	The Buyer’s Accountants shall be appointed as the auditors of the Company with effect from
the end of the relevant board meeting.
	 
	7.	 	The address of the registered office of the Company shall be changed to an address specified
by the Buyer
	 
	8.	 	The accounting reference date of the Company shall be changed to 30 June.




39









 











SCHEDULE 4

Warranties




Part 1

General warranties





	1.	 	POWER TO SELL THE COMPANY
	 
	1.1	 	The Seller has taken all necessary action and has all requisite power and authority to enter
into and perform this agreement in accordance with its terms and the other documents referred
to in it.
	 
	1.2	 	This agreement and the other documents referred to in it constitute (or shall constitute when
executed) valid, legal and binding obligations on the Seller in the terms of the agreement and
such other documents.
	 
	1.3	 	Compliance with the terms of this agreement and the documents referred to in it shall not
breach or constitute a default under any of the following:
	 
	1.3.1	 	any agreement or instrument to which the Seller is a party or by which the Seller is bound;
or
	 
	1.3.2	 	any order, judgment, decree or other restriction applicable to the Seller.
	 
	2.	 	SHARES IN THE COMPANY
	 
	2.1	 	The Sale Shares constitute the whole of the allotted and issued share capital of the Company
and are fully paid.
	 
	2.2	 	The Seller is the sole legal and beneficial owner of the Sale Shares.
	 
	2.3	 	The Sale Shares are free from all Encumbrances.
	 
	2.4	 	No right has been granted to any person to require the Company to issue any share capital and
no Encumbrance has been created in favour of any person affecting any unissued shares or
debentures or other unissued securities of the Company.
	 
	2.5	 	No commitment has been given to create an Encumbrance affecting the Sale Shares (or any
unissued shares or debentures or other unissued securities of the Company) or to issue any
share capital and no person has claimed any rights in connection with any of those things.
	 
	2.6	 	The Company does not:
	 
	2.6.1	 	hold or beneficially own, or has agreed to acquire, any securities of any corporation; or
	 
	2.6.2	 	is or has agreed to become a member of any partnership or other unincorporated association,
joint venture or consortium (other than recognised trade associations); or
	 
	2.6.3	 	has, outside its country of incorporation, any branch or permanent establishment; or
	 
	2.6.4	 	has allotted or issued any securities that are convertible into shares.
	 
	2.7	 	The Company has not at any time:




40









 












	2.7.1	 	purchased, redeemed or repaid any of its own share capital; or
	 
	2.7.2	 	given any financial assistance in connection with any acquisition of its share capital or
the share capital of its holding company (as that expression is defined in section 736 of the
Companies Act 1985) as would fall within sections 151 to 158 (inclusive) of the Companies Act
1985.
	 
	2.8	 	All dividends or distributions declared, made or paid by the Company have been declared, made
or paid in accordance with its memorandum, articles of association, the applicable provisions
of the Companies Acts and any agreements or arrangements made with any third party regulating
the payment of dividends and distributions.
	 
	3.	 	CONSTITUTIONAL AND CORPORATE DOCUMENTS
	 
	3.1	 	The copies of the memorandum and articles of association or other constitutional and
corporate documents of the Company Disclosed are true, accurate and complete in all respects
and copies of all the resolutions and agreements required to be annexed to or incorporated in
those documents by the law applicable are so annexed or incorporated.
	 
	3.2	 	All statutory books and registers of the Company have been properly kept and no notice or
allegation that any of them is incorrect or should be rectified has been received.
	 
	3.3	 	All returns, particulars, resolutions and other documents which the Company is required by
law to file with or deliver to the Registrar of Companies in England and Wales have been
correctly made up and filed or, as the case may be, delivered.
	 
	4.	 	INFORMATION
	 
	4.1	 	All written information provided by the Seller and its advisers to the Buyer and its advisers
in the course of negotiations which is reproduced at document 2 of the Disclosure Bundle was
true and accurate as at the date provided.
	 
	4.2	 	The particulars relating to the Company in Schedule 1 are accurate and not misleading.
	 
	4.3	 	The Disclosed documents are true and complete copies of the originals.
	 
	5.	 	COMPLIANCE WITH LAWS
	 
	 	 	The Company currently conducts and has at all previous times conducted its business in
accordance with all applicable laws and regulations.
	 
	6.	 	LICENCES AND CONSENTS
	 
	6.1	 	The Company has all necessary licences, consents, permits and authorities necessary to carry
on its business in the places and in the manner in which its business is now carried on, all
of which are valid and subsisting.
	 
	6.2	 	There is no reason of which the Seller is aware why any of those licences, consents, permits
and authorities should be suspended, cancelled, revoked or not renewed on the same terms.
	 
	7.	 	INSURANCE
	 
	7.1	 	Full details of the insurance policies maintained by or on behalf of or for the benefit of
the Company are accurately set out in the Disclosure Letter.




41









 












	7.2	 	There are no material outstanding claims under, or in respect of the validity of, any of
those policies and so far as the Seller is aware, there are no circumstances likely to give
rise to any claim under any of those policies.
	 
	7.3	 	So far as the Seller is aware, all the insurance policies are in full force and effect, are
not void or voidable, nothing has been done or not done which could make any of them void or
voidable and Completion will not terminate, or entitle any insurer to terminate, any such
policy.
	 
	8.	 	POWER OF ATTORNEY
	 
	8.1	 	There are no powers of attorney in force given by the Company.
	 
	8.2	 	No person, as agent or otherwise, is entitled or authorised to bind or commit the Company to
any obligation not in the ordinary course of the Company’s business.
	 
	9.	 	DISPUTES AND INVESTIGATIONS
	 
	9.1	 	Neither the Company nor any person in respect of whom the Company is vicariously liable:
	 
	9.1.1	 	is engaged in any litigation, administrative, mediation or arbitration proceedings or other
proceedings or hearings before any statutory or governmental body, department, board or agency
(except for debt collection in the normal course of business); or
	 
	9.1.2	 	is, so far as the Seller is aware, the subject of any investigation, inquiry or enforcement
proceedings by any governmental, administrative or regulatory body.
	 
	9.2	 	No director of the Company is, to the extent that it relates to the business of the Company
engaged in or subject to any of the matters mentioned in paragraph 9.1 of this Schedule 4.
	 
	9.3	 	So far as the Seller is aware no such proceedings, investigation or inquiry as are mentioned
in paragraph 9.1 or paragraph 9.2 of this Schedule 4 have been threatened or are pending and
there are no circumstances likely to give rise to any such proceedings.
	 
	9.4	 	So far as the Seller is aware the Company is not affected by any existing or pending
judgments or rulings and has not given any undertakings arising from legal proceedings to a
court, governmental agency, regulator or third party.
	 
	10.	 	DEFECTIVE SERVICES
	 
	10.1	 	No proceedings have been notified and so far as the Seller is aware there are no outstanding
liabilities or claims pending or threatened against the Company in respect of any services
supplied by the Company for which the Company is or may become liable so far as the Seller is
aware and no dispute exists between the Company and any of its customers or clients.
	 
	11.	 	CUSTOMERS AND SUPPLIERS
	 
	11.1	 	In the 12 months ending with the date of this agreement, the business of the Company has not
been materially affected in an adverse manner as a result of any one or more of the following
things happening to the Company:




42









 












	11.1.1	 	the loss of any of its customers or suppliers; or
	 
	11.1.2	 	a reduction in trade with its customers or in the extent to which it is supplied by any of
its suppliers; or
	 
	11.1.3	 	a change in the terms on which it trades with or is supplied by any of its customers or
suppliers.
	 
	11.2	 	So far as the Seller is aware, no one or more of the things mentioned in paragraph 11.1 of
this Schedule 4 is likely to happen to the extent that the business of the Company will be
materially affected in an adverse manner as a direct result of the parties entering into this
Transaction.
	 
	11.3	 	In respect of the sales reports prepared by the Seller, that all sales reports prepared since
7 May 2008:
	 
	11.3.1	 	have been Disclosed;
	 
	11.3.2	 	have been prepared on the same basis and in a reasonable and consistent manner with the sale
reports produced by the Seller in the 12 months prior to 7 May 2008; and
	 
	11.3.3	 	at the time that they were produced were in all material respects accurate and not
misleading.
	 
	12.	 	COMPETITION
	 
	12.1	 	The definition in this paragraph applies in this agreement.
	 
	 	 	“Competition Law”: the national and directly effective legislation of any jurisdiction
which governs the conduct of companies or individuals in relation to restrictive or other
anti-competitive agreements or practices (including, but not limited to, cartels, pricing,
resale pricing, market sharing, bid rigging, terms of trading, purchase or supply and
joint ventures), dominant or monopoly market positions (whether held individually or
collectively) and the control of acquisitions or mergers.
	 
	12.2	 	The Company is not engaged in any agreement, arrangement, practice or conduct which amounts
to an infringement of the Competition Law of any jurisdiction in which the Company conducts
business and no Director is engaged in any activity which would be an offence or infringement
under any such Competition Law.
	 
	12.3	 	The Company is not the subject of any investigation, inquiry or proceedings by any relevant
government body, agency or authority in connection with any actual or alleged infringement of
the Competition Law of any jurisdiction in which the Company conducts business.
	 
	12.4	 	No such investigation, inquiry or proceedings as mentioned in paragraph 12.3 of this Schedule
4 have been threatened or are pending and so far as the Seller is aware there are no
circumstances likely to give rise to any such investigation, inquiry or proceedings.
	 
	12.5	 	The Company is not the subject of any existing or pending decisions, judgments, orders or
rulings of any relevant government body, agency or authority responsible for enforcing the
Competition Law of any jurisdiction and the Company has not given any undertakings or
commitments to such bodies which affect the conduct of the Business.




43









 












	12.6	 	The Company is not in receipt of any payment, guarantee, financial assistance or other aid
from the government or any state body which was not, but should have been, notified to the
European Commission under Article 88 of the EC Treaty for decision declaring such aid to be
compatible with the common market.
	 
	13.	 	CONTRACTS
	 
	13.1	 	The definitions in this paragraph apply in this agreement.
	 
	 	 	“Material Contract”: an agreement or arrangement to which the Company is a party or is
bound by and which is of material importance to the business, profits or assets of the
Company, including but not limited to the Commercial Agreements.
	 
	13.2	 	Except for the agreements and arrangements Disclosed, the Company is not a party to or
subject to any agreement or arrangement which:
	 
	13.2.1	 	is a Material Contract; or
	 
	13.2.2	 	is not in the ordinary and usual course of business of the Company; or
	 
	13.2.3	 	may be terminated as a result of any Change of Control of the Company; or
	 
	13.2.4	 	restricts the freedom of the Company to carry on the whole or any part of its business in
any part of the world in such manner as it thinks fit; or
	 
	13.2.5	 	involves agency or distributorship; or
	 
	13.2.6	 	involves partnership, joint venture, consortium, joint development, shareholders or similar
arrangements; or
	 
	13.2.7	 	cannot be readily fulfilled or performed by the Company on time and without undue or unusual
expenditure of money and effort; or
	 
	13.2.8	 	involves or is likely to involve an aggregate consideration payable by or to the Company in
excess of £1,000 per annum; or
	 
	13.2.9	 	requires the Company to pay any commission, finder’s fee, royalty or the like; or
	 
	13.2.10	 	is for the supply of goods and/or services by or to the Company on terms under which
retrospective or future discounts, price reductions or other financial incentives are given;
or
	 
	13.2.11	 	is not on arm’s length terms; or
	 
	13.2.12	 	provides for the exclusive provision of goods or services; or
	 
	13.2.13	 	provides a customer or client with the right to a level of service or pricing that is equal
or preferential to the level granted to other customer or clients of the Company.
	 
	13.3	 	Each Material Contract is in full force and effect and binding on the parties to it. The
Company has not defaulted under or breached a Material Contract and:
	 
	13.3.1	 	no other party to a Material Contract has defaulted under or breached such a contract; and




44









 












	13.3.2	 	no such default or breach by the Company, or any other party has been threatened.
	 
	13.4	 	No notice of termination of a Material Contract has been received or served by the Company
and, so far as the Seller is aware, there are no grounds for determination, rescission,
avoidance, repudiation or a material change in the terms of any such contract.
	 
	13.5	 	Since the date hereof there has been no loss of, or any amendment to:
	 
	13.5.1	 	any of the Identified Station Contracts; and
	 
	13.5.2	 	any other contracts which in aggregate provide more than 5 per cent. of current audience
delivery to the Business as measured by Radio Joint Audience Research.
	 
	13.6	 	The agreements pursuant to which the Company provides content to radio stations in exchange
for free advertising spots (“Spots”), including the annexes, appendices and schedules thereto,
accurately set forth the number and timing of Spots that the Company has the right to receive,
and that the Company actually receive, in each case pursuant to such agreement and all such
agreements have been Disclosed.
	 
	13.7	 	The Retained Contracts (as such term is defined in the Hive Out Agreement) represent all of
the contracts used in the Business and that all of the terms of the Retained Contracts,
whether in writing or otherwise, have been Disclosed.
	 
	13.8	 	Neither the Company nor the Seller have received notice, either written or oral, from any of
the advertising customers that are material to the Business that such customer intends to
cease being a customer of the Business.
	 
	14.	 	TRANSACTIONS WITH THE SELLER
	 
	14.1	 	There is no outstanding indebtedness or other liability (actual or contingent) and no
outstanding contract, commitment or arrangement between the Company and any of the Seller or
any person Connected with it.
	 
	14.2	 	The Seller nor any persons Connected with it, is entitled to a claim of any nature against
the Company or has assigned to any person the benefit of a claim against the Company to which
the Seller or any person Connected with it would otherwise be entitled.
	 
	15.	 	FINANCE AND GUARANTEES
	 
	15.1	 	Other than trade credit in the ordinary course of business, full particulars of all money
borrowed by the Company (including full particulars of the terms on which such money has been
borrowed) have been Disclosed.
	 
	15.2	 	No guarantee, mortgage, charge, pledge, lien, assignment or other security agreement or
arrangement has been given by or entered into by the Company or any third party in respect of
borrowings or other obligations of the Company.
	 
	15.3	 	The total amount borrowed by the Company does not exceed any limitations on the borrowing
powers contained:
	 
	15.3.1	 	in the memorandum and articles of association of the Company; or
	 
	15.3.2	 	in any debenture or other deed or document binding on the Company.




45









 












	15.4	 	The Company does not have any outstanding loan capital, and has not lent any money that has
not been repaid, and there are no debts owing to the Company other than debts that have arisen
in the normal course of business.
	 
	15.5	 	The Company has not:
	 
	15.5.1	 	factored any of its debts or discounted any of its debts or engaged in financing of a type
which would not need to be shown or reflected in the Accounts; or
	 
	15.5.2	 	knowingly waived any right of set-off it may have against any third party.
	 
	15.6	 	All debts (less any provision for bad and doubtful debts) owing to the Company reflected in
the Accounts and all debts subsequently recorded in the books of the Company have either prior
to the date of this agreement been realised or so far as the Sellers is aware will, within
three months after the date of this agreement, realise in cash their full amount as included
in those Accounts or books and none of those debts nor any part of them has been outstanding
for more than two months from its due date for payment.
	 
	15.7	 	No indebtedness of the Company is due and payable and no security over any of the assets of
the Company is now enforceable, whether by virtue of the stated maturity date of the
indebtedness having been reached or otherwise. The Company has not received any notice whose
terms have not been fully complied with and/or carried out from any creditor requiring any
payment to be made and/or intimating the enforcement of any security which it may hold over
the assets of the Company.
	 
	15.8	 	The Company has not given or entered into any guarantee, mortgage, charge, pledge, lien,
assignment or other security agreement or arrangement or is responsible for the indebtedness,
or for the default in the performance of any obligation, of any other person.
	 
	15.9	 	The Company is not subject to any arrangement for receipt or repayment of any grant, subsidy
or financial assistance from any government department or other body.
	 
	15.10	 	Particulars of the balances of all the bank accounts of the Company, showing the position as
at the day immediately preceding the date of this agreement, have been Disclosed and the
Company has no other bank accounts. Since those particulars were given, there have been no
payments out of those accounts other than routine payments in the ordinary course of business.
	 
	15.11	 	A Change of Control of the Company will not result in:
	 
	15.11.1	 	termination of or a material effect on any financial agreement or arrangement to which the
Company is a party or subject; or
	 
	15.11.2	 	any indebtedness of the Company becoming due, or capable of being declared due and payable,
prior to its stated maturity.
	 
	16.	 	INSOLVENCY
	 
	16.1	 	The Company:
	 
	16.1.1	 	is not insolvent or unable to pay its debts within the meaning of the Insolvency Act 1986 or
any other insolvency legislation applicable to the company concerned; and
	 
	16.1.2	 	has not stopped paying its debts as they fall due.




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	16.2	 	No step has been taken to initiate any process by or under which:
	 
	16.2.1	 	the ability of the creditors of the Company to take any action to enforce their debts is
suspended, restricted or prevented; or
	 
	16.2.2	 	some or all of the creditors of the Company accept, by agreement or in pursuance of a court
order, an amount less than the respective sums owing to them in satisfaction of those sums
with a view to preventing the dissolution of the Company; or
	 
	16.2.3	 	a person is appointed to manage the affairs, business and assets of the Company, on behalf
of the Company’s creditors; or
	 
	16.2.4	 	the holder of a charge over the Company’s assets is appointed to control the business and
assets of the Company.
	 
	16.3	 	In relation to the Company:
	 
	16.3.1	 	no administrator has been appointed;
	 
	16.3.2	 	no documents have been filed with the court for the appointment of an administrator; and
	 
	16.3.3	 	no notice of an intention to appoint an administrator has been given by the relevant
company, its directors or by a qualifying floating charge holder (as defined in paragraph 14
of Schedule B1 to the Insolvency Act 1986).
	 
	16.4	 	No process has been initiated which could lead to the Company being dissolved and its assets
being distributed among the relevant company’s creditors, shareholders or other contributors.
	 
	16.5	 	No distress, execution or other process has been levied on an asset of the Company.
	 
	17.	 	ASSETS
	 
	17.1	 	The Company is the full legal and beneficial owner of and has good and marketable title to
all the assets included in the Accounts, any assets acquired since the Accounts Date and all
other assets owned by the Company except for those disposed of since the Accounts Date in the
normal course of business.
	 
	17.2	 	None of the assets shown in the Accounts, acquired by the Company since the Accounts Date or
used by the Company is the subject of any lease, lease hire agreement, hire purchase agreement
or agreement for payment on deferred terms or is the subject of any licence or factoring
arrangement.
	 
	17.3	 	The Company is in possession and control of all the assets included in the Accounts or
acquired since the Accounts Date and all other assets used by the Company except for those
Disclosed as being in the possession of a third party in the normal course of business.
	 
	17.4	 	None of the assets, undertakings or goodwill of the Company is subject to an Encumbrance, or
to any agreement or commitment to create an Encumbrance, and no person has claimed to be
entitled to create such an Encumbrance.
	 
	17.5	 	The assets of the Company comprise all of the assets necessary for the continuation of the
Business in substantially the same manner in which such business has been carried on by the
Seller’s Group as at the Accounts Date and as at Completion.




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	18.	 	CONDITION OF PLANT AND EQUIPMENT
	 
	18.1	 	The machinery and equipment used in connection with the Business:
	 
	18.1.1	 	are in good working order and have been regularly and properly maintained;
	 
	18.1.2	 	at Completion are capable of doing the work for which they were designed; and
	 
	18.1.3	 	so far as the Seller is aware, are not surplus to the current requirements of the Business.
	 
	19.	 	ENVIRONMENT AND HEALTH AND SAFETY
	 
	19.1	 	The definitions in this paragraph apply in this agreement.
	 
	 	 	“Environment”: the natural and man-made environment, including all or any of the
following media, namely air, water and land (including air within buildings and other
material or man-made structures above or below the ground) and any living organisms
(including man) or systems supported by those media.
	 
	 	 	“Environmental Laws”: all applicable laws, statutes, regulations, secondary legislation,
bye-laws, common law, directives, treaties and other measures, judgements and decisions of
any court or tribunal, codes of practice and guidance notes which are legally binding and
in force as at the date of this agreement in so far as they relate to or apply to the
Environment, including Part IIA of the Environmental Protection Act 1990 and any
regulations and guidance made or issued thereunder.
	 
	 	 	“Environmental and Health and Safety Matters”: all matters relating to:
	 
	19.1.1	 	pollution or contamination of the Environment;
	 
	19.1.2	 	the presence, existence, disposal, release, spillage, deposit, escape, discharge, leak,
migration or emission of Hazardous Substances or Waste;
	 
	19.1.3	 	the exposure of any person to any Hazardous Substances or Waste;
	 
	19.1.4	 	the health and safety of any person, including any accidents, injuries, illnesses and
diseases;
	 
	19.1.5	 	the creation or existence of any noise, vibration, odour, radiation, common law or statutory
nuisance or other adverse impact on the Environment; or
	 
	19.1.6	 	the condition, protection, maintenance, remediation, reinstatement, restoration or
replacement of the Environment or any part of it.
	 
	 	 	“Environmental and Health and Safety Permits”: any permits, licences, consents,
certificates, registrations, notifications or other authorisations required under any
Environmental Laws or Health and Safety Laws for the operation of the Business or in
relation to the Property.
	 
	 	 	“Harm”: harm to the Environment, and in the case of man any physical harm including harm
caused to any of his senses and any neurological harm or harm to his property.
	 
	 	 	“Hazardous Substances”: any material, substances or organisms which, alone or in
combination with others, are capable of causing Harm, including without limitation
radioactive substances and asbestos containing materials.




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	 	 	“Health and Safety Laws”: all applicable laws, statutes, regulations, secondary
legislation, bye-laws, common law, directives, treaties and other measures, judgements and
decisions of any court or tribunal, codes of practice and guidance notes which are legally
binding and in force as at the date of this agreement in so far as they relate to or apply
to the health and safety of any person, including the Health and Safety at Work etc. Act
1974, the Control of Asbestos at Work Regulations 2002 and the Construction (Design and
Management) Regulations 1994.
	 
	 	 	“Waste”: any waste, including any by-product of an industrial process and anything which
is discarded, disposed of, spoiled, abandoned, unwanted or surplus, irrespective of
whether it is capable of being recovered or recycled or has any value.
	 
	19.2	 	The Company has obtained and has at all times complied with all Environmental and Health and
Safety Permits, all Environmental and Health and Safety Permits are in full force and effect,
and there are no facts or circumstances that may lead to the revocation, suspension,
variation, non-renewal of or inability to transfer any Environmental and Health and Safety
Permits.
	 
	19.3	 	The Company has at all times complied with all Environmental Laws and Health and Safety Laws
and there are no facts or circumstances which may lead to any breach of or liability under any
Environmental Laws or Health and Safety Laws.
	 
	19.4	 	All information provided by or on behalf of the Company to any relevant enforcement authority
and all records and data required to be maintained by the Company under the provisions of any
Environmental Laws or Health and Safety Laws are complete and accurate.
	 
	19.5	 	There are no Hazardous Substances at, on or under, nor have any Hazardous Substances been
emitted, escaped or migrated from, the Property.
	 
	19.6	 	There are and have been no landfills, underground storage tanks or mining operations,
uncontained or unlined storage treatment or disposal areas for Hazardous Substances or Waste
(whether permitted by Environmental Laws or otherwise) present or carried out at, on or under
any of the Property or within 200 metres of any of the Property. There are no polychlorinated
biphenyls or asbestos-containing materials at, on or under any of the Property.
	 
	19.7	 	There have been no claims, investigations, prosecutions or other proceedings against or
threatened against the Company, or any of its directors, officers or employees in respect of
Harm arising from the operation of the Business or occupation of any of the Property or for
any breach or alleged breach of any Environmental and Health and Safety Permits, Environmental
Laws or Health and Safety Laws and there are no facts or circumstances which may lead to any
such claims, investigations, prosecutions or other proceedings. At no time has the Company
received any notice, communication or information alleging any liability in relation to any
Environmental and Health and Safety Matters or that any works are required.
	 
	19.8	 	The Company has not received any enforcement, prohibition, stop, remediation, improvement or
any other notice from any enforcement authority, including the Environment Agency, the Health
and Safety Executive and the relevant local authority, with regard to any breach or alleged
breach of any Environmental Laws or Health and Safety Laws.




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	19.9	 	The Company has not any actual or potential liability under any Environmental Laws or Health
and Safety Laws by reason of it having owned, occupied or used any Previously-owned Land and
Buildings.
	 
	19.10	 	The Company has employers’ liability and public liability insurance cover in respect of the
Business and the Property. No claims have been made or are contemplated by the Seller’s Group
under any such insurance cover.
	 
	19.11	 	Copies of all:
	 
	19.11.1	 	current Environmental and Health and Safety Permits;
	 
	19.11.2	 	environmental and health and safety policy statements;
	 
	19.11.3	 	reports in respect of environmental and health and safety audits, investigations or other
assessments;
	 
	19.11.4	 	records of accidents, illnesses and reportable diseases;
	 
	19.11.5	 	assessments of substances hazardous to health;
	 
	19.11.6	 	correspondence between the Company and any relevant enforcement authority; and
	 
	19.11.7	 	copies or details of all waste disposal contracts
	 
	 	 	relating to the Business or any of the Property have been Disclosed and all such
statements, reports, investigations, assessments, records, correspondence and other
information are complete and accurate and are not misleading.
	 
	19.12	 	The Company has not given or received any warranties or indemnities in respect of, does not
have any insurance in respect of, and has not otherwise attempted to apportion any
liabilities, duties or obligations that arise under Environmental Laws or Health and Safety
Laws.
	 
	19.13	 	The Company either has no obligations under the Producer Responsibility Obligations
(Packaging Waste) Regulations 2005 to recycle or recover packaging or participate in any
scheme or other arrangement for the recycling or recovery of packaging, or has fully complied
with all such obligations and full details of those obligations have been Disclosed.
	 
	20.	 	INTELLECTUAL PROPERTY
	 
	20.1	 	The definition in this paragraph applies in this agreement.
	 
	 	 	“Intellectual Property Rights”: patents, rights to inventions, utility models, copyright,
trade marks, service marks, trade, business and domain names, rights in trade dress or
get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in
designs, rights in computer software, database rights, topography rights, moral rights,
rights in confidential information (including know-how and trade secrets) and any other
intellectual property rights, in each case whether registered or unregistered and
including all applications for and renewals or extensions of such rights, and all similar
or equivalent rights or forms of protection in any part of the world.
	 
	20.2	 	Complete and accurate particulars are set out in Part 1 and Part 2 of Schedule 6 respectively
of all registered Intellectual Property Rights (including applications for such
rights) and unregistered Intellectual Property Rights owned, used or held for use by the
Company that are material to the continued operations of the Business.




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	20.3	 	Complete and accurate particulars are set out in Part 3 and Part 4 of Schedule 6 respectively
of all licences, agreements, authorisations and permissions (in whatever form and whether
express or implied) under which:
	 
	20.3.1	 	save on standard or shrink wrap terms the Company uses or exploits Intellectual Property
Rights owned by any third party; or
	 
	20.3.2	 	the Company has licensed or agreed to license to a third party Intellectual Property Rights
to, or otherwise permitted the use of any of its Intellectual Property Rights by, any third
party.
	 
	20.4	 	Except as set out in Part 3 and Part 4 of Schedule 6, the Company is the sole legal and
beneficial owner of (or applicant for) the Intellectual Property Rights set out in Part 1 and
Part 2 of Schedule 6, free from all Encumbrances.
	 
	20.5	 	No Intellectual Property Rights other than those set out in Part 1 and Part 2 of Schedule 6
are essential in order for the Company to carry on the Business.
	 
	20.6	 	The Intellectual Property Rights set out in Part 1 and Part 2 of Schedule 6 are valid,
subsisting and enforceable and so far as the Seller is aware nothing has been done or not been
done as a result of which any of them has ceased or might cease to be valid, subsisting and
enforceable. In particular:
	 
	20.6.1	 	all application and renewal fees and other steps required for the maintenance or protection
of such rights have been paid on time or taken;
	 
	20.6.2	 	all confidential information (including know how and trade secrets) owned or used by the
Company has been kept confidential and has not been disclosed to third parties (other than
parties who have signed written confidentiality undertakings in respect of such information)
details of which are set out in the Disclosure Letter;
	 
	20.6.3	 	there are and have been no claims, challenges, disputes or proceedings, pending or
threatened, in relation to the ownership, validity or use of such rights.
	 
	20.7	 	Nothing is required to be done by the Company within 30 days of Completion the omission of
which would jeopardise the maintenance or prosecution of any of the Intellectual Property
Rights owned or used by the Business which are registered or the subject of an application for
registration.
	 
	20.8	 	So far as the Seller is aware there has been no infringement by any third party of any
Intellectual Property Rights set out in Part 1 and Part 2 of Schedule 6 nor any third party
breach of confidence, passing off or actionable act of unfair competition in relation to the
Business, and no such infringement, breach of confidence, passing off or actionable act of
unfair competition is current or anticipated.
	 
	20.9	 	The agreements and licences set out in Part 3 and Part 4 of Schedule 6:
	 
	20.9.1	 	are valid and binding;
	 
	20.9.2	 	have not been the subject of any breach or default by any party or of any event which, with
the giving of notice or lapse of time, would constitute a default;




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	20.9.3	 	as regards the Company are not the subject of any claim, dispute or proceeding, pending or
threatened; and
	 
	20.9.4	 	have, where required to have been by the Company, been duly recorded or registered.
	 
	20.10	 	A Change of Control of the Company will not result in the termination of or materially
affect any of the Intellectual Property Rights set out in Schedule 6.
	 
	20.11	 	So far as the Seller is aware, the activities of the Company in relation to the Business and
of any licensee of Intellectual Property Rights granted by the Company:
	 
	20.11.1	 	have not infringed and do not infringe the Intellectual Property Rights of any third party;
or
	 
	20.11.2	 	have not constituted and do not constitute any breach of confidence, passing off or
actionable act of unfair competition; or
	 
	20.11.3	 	have not given and do not give rise to any obligation to pay any royalty, fee compensation
or any other sum whatsoever in respect of the Intellectual Property Rights.
	 
	21.	 	INFORMATION TECHNOLOGY
	 
	21.1	 	The definitions in this paragraph apply in this agreement.
	 
	 	 	“IT System”: all computer hardware (including network and telecommunications equipment)
and software (including associated preparatory materials, user manuals and other related
documentation) owned, used, leased or licensed by or to the Company in respect of the
Business and as listed in Schedule 6.
	 
	 	 	“IT Contracts”: all arrangements and agreements under which any third party (including
without limitation any person Connected with any Seller and any source code deposit
agents) provides any element of, or services relating to, the IT System, including
leasing, hire purchase, licensing, maintenance and services agreements and as listed in
Schedule 6.
	 
	21.2	 	Complete and accurate particulars of the IT System and all IT Contracts are set out in Part 1
and Part 2 of Schedule 7.
	 
	21.3	 	Save to the extent provided in the IT Contracts, the Company is the owner of the IT System
free from Encumbrances. The Company has obtained all necessary rights from third parties to
enable them to use the IT System.
	 
	21.4	 	The IT Contracts are valid and binding and no act or omission has occurred which would, if
necessary with the giving of notice or lapse of time, constitute a breach of any such
contract.
	 
	21.5	 	There are and have been no claims, disputes or proceedings arising or threatened under any IT
Contracts.
	 
	21.6	 	None of the IT Contracts is liable to be terminated or otherwise materially affected by a
Change of Control of the Company, and the Seller has no reason to believe that any IT
Contracts will not be renewed on the same or substantially the same terms when they expire.




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	21.7	 	The elements of the IT System:
	 
	21.7.1	 	have not been materially defective or materially failed to function during the last twelve
months;
	 
	21.7.2	 	have been satisfactorily and regularly maintained and the IT System has the benefit of
appropriate maintenance and support agreements.
	 
	21.8	 	The Company has implemented appropriate procedures, including in relation to off-site working
where applicable, for ensuring the security of the IT System and the confidentiality and
integrity of all data stored in it.
	 
	21.9	 	The Company has in place a disaster recovery plan which is fully documented and would enable
the business of the Company to continue if there was significant damage to or destruction of
some or all of the IT System.
	 
	21.10	 	The IT System and the IT Contracts are all that are required for the operation of the
Business.
	 
	22.	 	DATA PROTECTION
	 
	22.1	 	The Company has notified registrable particulars under the Data Protection Act 1998 of all
personal data held by them and:
	 
	22.1.1	 	have renewed such notifications and have notified any changes occurring in between such
notifications as required by that Act;
	 
	22.1.2	 	have paid all fees payable in respect of such notifications;
	 
	22.1.3	 	the contents of such notifications are complete and accurate; and
	 
	22.1.4	 	there has been no unauthorised disclosure of personal data outside the terms of such
notifications.
	 
	22.2	 	No personal data have been transferred outside the European Economic Area.
	 
	22.3	 	The Company has:
	 
	22.3.1	 	complied in all respects with the Data Protection Act 1984 and the Data Protection Act 1998;
	 
	22.3.2	 	satisfied any requests for access to personal data subject to paragraph 22.3.1 of this
Schedule 4;
	 
	22.3.3	 	established the procedures necessary to ensure continued compliance with such legislation;
and
	 
	22.3.4	 	complied with the requirements of the seventh principle of the Data Protection Act 1998 in
respect of any processing of data carried out by a data processor on behalf of the Company,
including by entering into a written contract with the data processor confirming that the data
processor will only act on the instructions of the Company and requiring the data processor to
comply with obligations relating to security measures equivalent to those imposed on the
Company by the seventh principle as mentioned above.
	 
	22.4	 	The Company has not received any:




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	22.4.1	 	notice or complaint under the Data Protection Act 1998 alleging non-compliance with the Act
(including any information or enforcement notice, or any transfer prohibition notice); or
	 
	22.4.2	 	claim for compensation for loss or unauthorised disclosure of data; or
	 
	22.4.3	 	notification of an application for rectification or erasure of personal data,
	 
	 	 	and the Seller is not aware of any circumstances which may give rise to the giving of any
such notice or the making of any such notification.
	 
	22.5	 	The Company is not relying on the transitional exemptions for manual data under Schedule 8 of
the Data Protection Act 1998.
	 
	22.6	 	The Company has complied with their obligations under the Privacy and Electronic
Communications (EC Directive) Regulations 2003 in respect of the use of electronic
communications (including e-mail, text messaging, fax machines, automated calling systems and
non-automated telephone calls) for direct marketing purposes.
	 
	23.	 	EMPLOYMENT
	 
	23.1	 	The definitions in this paragraph apply in this agreement.
	 
	 	 	“Employment Legislation”: legislation applying in England and Wales affecting contractual
or other relations between employers and their employees or workers including, but not
limited to, any legislation and any amendment, extension or re-enactment of such
legislation and any claim arising under European treaty provisions or directives
enforceable against the Company by any Employee or Worker.
	 
	 	 	“Employee”: the individuals specifically listed in the Disclosure Letter who are employed
by the Company under a contract of employment.
	 
	 	 	“Worker”: the individuals specifically listed in the Disclosure Letter who personally
perform work for the Company but who are not in business on their own account or in a
client/customer relationship.
	 
	23.2	 	The name of each person who is a Director is set out in Schedule 1.
	 
	23.3	 	The Disclosure Letter includes anonymised details of all Employees and Workers of the
Company, the particulars of each Employee and Worker and the principal terms of their contract
including:
	 
	23.3.1	 	the company which employs or engages them;
	 
	23.3.2	 	their remuneration (including any benefits and privileges provided or which the Company is
bound to provide to them or their dependants whether now or in the future);
	 
	23.3.3	 	the commencement date of each contract and, if an Employee, the date on which their
continuous service began;
	 
	23.3.4	 	the length of notice necessary to terminate each contract or, if a fixed term, the expiry
date of the fixed term and details of any previous renewals;
	 
	23.3.5	 	the type of contract (whether full or part-time or other);




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	23.3.6	 	their date of birth;
	 
	23.3.7	 	any country in which the Employee or Worker works or performs services and/or is paid, if
the Employee or Worker works or is paid outside England and Wales; and
	 
	23.3.8	 	the law governing the contract, if the Employee or Worker works or is paid outside England
and Wales.
	 
	23.4	 	The Disclosure Letter includes anonymised details of all persons who are not Workers and who
are providing services to the Company under an agreement which is not a contract of employment
with the Company (including, in particular, where the individual acts as a consultant or is on
secondment from an employer which is not a member of the Company’s Group) and the particulars
of the terms on which the individual provides services, including:
	 
	23.4.1	 	the company which engages them;
	 
	23.4.2	 	the remuneration of each individual (including any benefits and privileges provided or which
the Company is bound to provide) to them or their dependants, whether now or in the future;
	 
	23.4.3	 	the length of notice necessary to terminate each agreement or, if a fixed term, the expiry
date of the fixed term and the details of any previous renewals;
	 
	23.4.4	 	any country in which the individual provides services, if the individual provides services
wholly or mainly outside England and Wales; and
	 
	23.4.5	 	the law governing the agreement, if the individual provides services wholly or mainly
outside England and Wales.
	 
	23.5	 	The contracts of employment and service agreements for all Employees of the Company comply
with the provisions and requirements of Section 1 of the Employment Rights Act 1996.
	 
	23.6	 	The Company does not operate a retirement age (contractual or otherwise) for any of the
Employees which is below age 65.
	 
	23.7	 	The Disclosure Letter includes anonymised details of all Employees and Workers who are on
secondment, maternity, paternity, adoption, parental or other leave or absent due to
ill-health or for any other reason.
	 
	23.8	 	No notice to terminate the contract of employment of any Employee or Worker (whether given by
the relevant employer or by the Employee or Worker) is pending, outstanding or threatened and
no dispute under any Employment Legislation or otherwise is outstanding between:
	 
	23.8.1	 	the Company and any of its current or former Employees relating to their employment, its
termination and any reference given by the Company regarding them; or
	 
	23.8.2	 	the Company and any current or former Workers relating to their contract, its termination
and any reference given by the Company regarding them.
	 
	23.9	 	No procedure is pending or ongoing in respect of any Employee pursuant to the Employment Act
2002 (Dispute Resolution) Regulations 2004 or any such contractual procedure operated by the
Company.




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	23.10	 	No dispute under any Employment Legislation or otherwise is outstanding between the Company
and any applicant for employment which relates to or arises from their application for
employment with the Company.
	 
	23.11	 	No dispute with transferee or transferor employers or previous employee claims arising under
the Transfer of Undertakings (Protection of Employment) Regulations 1981 or 2006 is
outstanding in respect of the Company.
	 
	23.12	 	No questionnaire has been served on the Company by an Employee or Worker under any
Employment Legislation which remains unanswered in full or in part.
	 
	23.13	 	No Employee of the Company is required to have a work permit in order to perform his duties
in full.
	 
	23.14	 	No offer of employment or engagement has been made by the Company that has not yet been
accepted, or which has been accepted but where the employment or engagement has not yet
started.
	 
	23.15	 	The acquisition of the Sale Shares by the Buyer and compliance with the terms of this
agreement will not entitle any Directors, officers or Employees of the Company to terminate
their employment or receive any payment or other benefit.
	 
	23.16	 	All contracts between the Company and its Employees and Workers are terminable at any time
on not more than three months  ́ notice without compensation (other than compensation under the
Employment Rights Act 1996).
	 
	23.17	 	All contracts between the Company and their Directors, Employees or Workers comply with any
relevant requirements of section 188 of the Companies Act 2006.
	 
	23.18	 	The Company is not a party to, bound by or proposing to introduce in respect of any of its
Directors or Employees any redundancy payment scheme in addition to statutory redundancy pay,
nor is there any agreed procedure for redundancy selection.
	 
	23.19	 	The Company is not a party to, bound by or proposing to introduce in respect of any of its
Directors, Employees or Workers any share option, profit sharing, bonus, commission or any
other scheme relating to the profit or sales of the Company.
	 
	23.20	 	The Company has not incurred any actual or known contingent liability in connection with any
termination of employment of its Employees (including redundancy payments) or for failure to
comply with any order for the reinstatement or re-engagement of any Employee.
	 
	23.21	 	The Company has not incurred any liability for failure to provide information or to consult
with Employees under any Employment Legislation.
	 
	23.22	 	The Company has not made or agreed to make a payment or provided or agreed to provide a
benefit to a Director or officer, Employee or Worker or to their dependants in connection with
the actual or proposed termination or suspension of employment or variation of an employment
contract.
	 
	23.23	 	The Company is not involved in any material industrial or trade dispute or negotiation
regarding a claim with any trade union, group or organisation of employees or their
representatives representing Employees or Workers and so far as the Seller is aware there is
nothing likely to give rise to such a dispute or claim.






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	23.24	 	No subject access requests made to the Company pursuant to the Data Protection Act 1998 by
Employees or Workers are outstanding and the Company has complied in all material respects
with the provisions of the Data Protection Act 1998 in respect of all personal data held or
processed by them relating to their Employees, Workers, and former Employees and Workers.
	 
	23.25	 	No material change has been made nor agreed to be made by the Company in the terms of
employment of any of its Directors or Employees in the last 12 months. In particular there
have been no changes to the terms and conditions of employment of any Employee who may still
enjoy the protection conferred on them by the Transfer of Undertakings (Protection of
Employment) Regulations 1981 or 2006 where such changes were made in connection with such a
relevant transfer.
	 
	23.26	 	Save as set out in the Disclosure Letter there has been no transfer of an undertaking
pursuant to the Transfer of Undertakings (Protection of Employment) Regulations 1981 or 2006.
	 
	23.27	 	The Company has not nor will transfer or agree to transfer any Employee or Worker from
working for the Company, or induce any Employee or Worker to resign their employment with the
Company without the prior written consent of the Buyer.
	 
	23.28	 	There are no sums owing to or from any Employee or Worker other than reimbursement of
expenses, wages for the current salary period and holiday pay for the current holiday year.
	 
	23.29	 	The Company has not offered, promised or agreed to any future variation in the contract of
any Employee or Worker other than reviews of salary and benefits in the ordinary course of
business.
	 
	23.30	 	The Disclosure Letter includes true, complete and accurate:
	 
	23.30.1	 	copies of all contracts, handbooks, policies and other documents which apply to any of the
Employees and Workers;
	 
	23.30.2	 	copies of all agreements or arrangements with any trade union, employee representative or
body of employees or their representatives (whether binding or not) and details of any such
unwritten agreements or arrangements which may affect any Employee or Worker.
	 
	23.31	 	In respect of each Employee and Worker, the Company has:
	 
	23.31.1	 	performed all obligations and duties it is required to perform (and settled all outstanding
claims) and whether arising under contract, statute, at common law or in equity or under any
treaties including the EC Treaty or laws of the European Community or otherwise;
	 
	23.31.2	 	complied with the terms of any relevant agreement or arrangement with any trade union,
employee representative or body of employees or their representatives (whether binding or
not);
	 
	23.31.3	 	maintained adequate, suitable and up to date records.
	 
	23.32	 	Part 7 of the Income Tax (Earnings and Pensions) Act 2003 does not apply to any shares in
the Company.




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	23.33	 	The Employees comprise all of the Employees necessary for the continuation of the Business
in substantially the same manner in which such business has been carried on by the Seller’s
Group as at the Accounts Date and as at Completion.
	 
	24.	 	PROPERTY
	 
	24.1	 	The definitions in this paragraph apply in this agreement.
	 
	 	 	“Current Use”: the use for the Property as set out in Schedule 8.
	 
	 	 	“Lease”: the lease under which 50 Lisson Street, London and other land has been held up to
Completion dated 3 May 2006 and made between Clearvalley Properties Limited (1) and The
Unique Broadcasting Company Limited (2).
	 
	 	 	“Previously-owned Land and Buildings”: land and buildings that have, at any time before
the date of this agreement, been owned (under whatever tenure) and/or occupied and/or used
by the Company, but which are either no longer owned, occupied or used by the Company, or
are owned, occupied or used by it but pursuant to a different lease, licence, transfer or
conveyance.
	 
	 	 	“Planning Acts”: the Town and Country Planning Act 1990; the Planning (Listed Buildings
and Conservation Areas) Act 1990; the Planning (Hazardous Substances) Act 1990; the
Planning (Consequential Provisions) Act 1990; the Planning and Compensation Act 1991; the
Planning and Compulsory Purchase Act 2004.
	 
	 	 	“Property”: the leasehold property held under the 54 Lisson Street Lease and the Lease and
reference to the Property shall mean to the whole or any part of it.
	 
	 	 	“Statutory Agreement”: an agreement or undertaking entered into under section 18 of the
Public Health Act 1936; section 52 of the Town and Country Planning Act 1971; section 33
of the Local Government (Miscellaneous Provisions) Act 1982; section 106 of the Town and
Country Planning Act 1990; section 104 of the Water Industry Act 1991; and any other
legislation (later or earlier) similar to these statutes.
	 
	 	 	“Underlet Property” the leasehold property to be held under the Underlease as set out in
Schedule 8.
	 
	24.2	 	The particulars of the Underlet Property and the Property set out in Schedule 8 are true,
complete and accurate.
	 
	24.3	 	The Property is the only land and buildings owned, used or occupied by the Company.
	 
	24.4	 	The Company does not have any rights or interest in any land or buildings other than the
Property.
	 
	24.5	 	So far as the Seller is aware, neither the Company, nor any company that is or has at any
time been a subsidiary of the Company, has any actual or contingent liability in respect of
Previously-owned Land and Buildings.
	 
	24.6	 	So far as the Seller is aware, neither the Company, nor any company that is or has at any
time been a subsidiary of the Company, has given any guarantee or indemnity for any liability
relating to the Property, any Previously-owned Land and Buildings or any other land or
buildings.




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	24.7	 	All written replies given by or on behalf of the Seller in response to any written enquiries
raised by or on behalf of the Buyer in relation to the Property and/or the Underlet Property
were complete and accurate at the date they were given.
	 
	24.8	 	The company will on Completion be solely, legally and beneficially entitled and will have a
good title to the Underlet Property.
	 
	24.9	 	The Company is in possession of the whole of all the Underlet Property on an exclusive basis
and no right of occupation or enjoyment has been acquired and the Company has not granted (so
far as the Seller is aware) or agreed to grant any right of occupation or enjoyment in respect
of the Underlet Property to any third party.
	 
	24.10	 	The Seller has in its possession and control and has disclosed copies of all the title deeds
and documents necessary to prove good title to the Underlet Property.
	 
	24.11	 	All the documents of title to be delivered to the Buyer on the Completion Date shall be
original documents.
	 
	24.12	 	There are no insurance policies relating to any issue of title affecting the Underlet
Property.
	 
	24.13	 	In relation to the Lease, so far as the Seller is aware the Landlord and the Company has
observed and performed in all material respects all covenants and there has not been
(expressly or impliedly) any waiver of or acquiescence to any breach of them.
	 
	24.14	 	In relation to the Property, all principal rent and additional rent and all other sums
payable by the Company under the Lease and 54 Lisson Street Lease (“Lease Sums”) have been
paid as and when they became due and no Lease Sums have been:
	 
	24.14.1	 	set off or withheld; or
	 
	24.14.2	 	commuted, waived or paid in advance of the due date for payment.
	 
	24.15	 	So far as the Seller is aware no collateral assurances, undertakings or concessions have
been made by any party to the Lease.
	 
	24.16	 	The Property is free from:
	 
	24.16.1	 	any mortgage, debenture, charge (whether legal or equitable and whether fixed or floating);
and
	 
	24.16.2	 	any agreement for sale, option, right of pre-emption or right of first refusal,
	 
	 	 	and there is no agreement or commitment to give or create any of them.
	 
	24.17	 	The Property is not subject to the payment of any outgoings other than non-domestic local
business rates and water and sewerage charges and the charges payable pursuant to the
Underlease and all outgoings have been paid when due and none are disputed.
	 
	24.18	 	The Seller is not aware of any covenants, restrictions, stipulations, easements, profits à
prendre, wayleaves, licences, grants or other encumbrances (whether of a private or public
nature, and whether legal or equitable) affecting the Underlet Property which are of an
onerous or unusual nature, or which conflict with the Current Use of the Underlet Property.




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	24.19	 	So far as the Seller is aware, all covenants, restrictions, stipulations and other
encumbrances affecting the Property have been fully observed and performed and no notice of
any alleged breach has been received by the Company (or its predecessors in title).
	 
	24.20	 	Save for as provided in the Underlease and the Lease the Seller is not aware of any
circumstances which (with or without taking other action) would entitle any third party to
exercise a right of entry to, or take possession of all or any part of the Underlet Property,
or which would in any other way affect or restrict the continued possession, enjoyment or use
of the Underlet Property.
	 
	24.21	 	All of the Property is actively used by the Company in connection with the Business.
	 
	24.22	 	So far as the Seller is aware no claim or liability (contingent or otherwise) under the
Planning Acts in respect of the Property, or any Statutory Agreement affecting the Property,
are outstanding, nor is the Property the subject of a notice to treat or a notice of entry,
and no notice, order resolution or proposal has been published for the compulsory acquisition,
closing, demolition or clearance of the Property, and the Seller is not aware of any matter or
circumstances which would lead to any such notice, order, resolution or proposal.
	 
	24.23	 	So far as the Seller is aware, all planning permissions, orders and regulations issued under
the Planning Acts, and all building regulations, consents and byelaws for the time being in
force have been fully complied with in relation to the Property.
	 
	24.24	 	The Underlet Property:
	 
	24.24.1	 	has had a fire risk assessment undertaken in relation to it pursuant to The Regulatory
Reform (Fire Safety) Order 2005, such assessment remains valid and the recommendations and
requirements therein have been and remain fully implemented, and a complete copy of the
assessment is at the Property, and no alterations or improvements have been made, or are
proposed, to the Property which would require a new fire risk assessment to be undertaken; or
	 
	24.24.2	 	does not require a fire risk assessment to be undertaken in respect of it.
	 
	24.25	 	So far as the Seller is aware the Company has complied with all applicable statutory and
bye-law requirements, and all regulations, rules and delegated legislation, relating to the
Property and its Current Use, including (without limitation) all requirements under the
Property Statutes.
	 
	24.26	 	The Underlet Property is in good state of repair and condition and fit for the current use.
	 
	24.27	 	So far as the Seller is aware the building in which the Underlet Property is situate has not
suffered from any of the following which are having a material adverse effect on the Underlet
Property:
	 
	24.27.1	 	flooding;
	 
	24.27.2	 	subsidence;
	 
	24.27.3	 	heave
	 
	24.27.4	 	landslip;




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	24.27.5	 	mining activities;
	 
	24.27.6	 	structural defects;
	 
	24.27.7	 	defects in the drains and services from time to time serving the Property; or
	 
	24.27.8	 	dry rot, rising damp and any infestation.
	 
	24.28	 	The Company has not received any adverse report from any engineer, surveyor or other
professional relating to the Underlet Property since May 2006.
	 
	24.29	 	So far as the Seller is aware, no notices, complaints or requirements have been issued or
made (whether formally or informally) by any competent authority or undertaking exercising
statutory or delegated powers in relation to any of the Property, the Current Use of the
Property or any machinery, plant or equipment in them, and the Seller is not aware of any
matter which could lead to any such notice, complaint or requirement being issued or made.
	 
	24.30	 	There exists no dispute between the Company and the owner or occupier of any other premises
adjacent to or neighbouring the Property and the Seller neither expects, nor is aware of, any
circumstances that may give rise to any such dispute after the date of this agreement.
	 
	25.	 	ACCOUNTS
	 
	25.1	 	The Accounts have been prepared in accordance with UK GAAP.
	 
	25.2	 	The Accounts have been audited by an auditor or firm of accountants qualified to act as
auditors in the United Kingdom and the auditors  ́ report(s) required to be annexed to the
Accounts is unqualified.
	 
	25.3	 	The Accounts:
	 
	25.3.1	 	make proper provision or reserve for all bad and doubtful debts, obsolete or slow-moving
stocks and for depreciation on fixed assets;
	 
	25.3.2	 	do not overstate the value of current or fixed assets; and
	 
	25.3.3	 	do not understate any liabilities (whether actual or contingent).
	 
	25.4	 	The Accounts show a true and fair view of the commitments and financial position and affairs
of the Company as at the Accounts Date and of the profit and loss of the Company for the
financial year ended on that date.
	 
	25.5	 	The Accounts contain proper provision for Taxation (including deferred Taxation) and other
liabilities (whether quantified, contingent, disputed or otherwise) of the Company as at the
Accounts Date.
	 
	25.6	 	The Accounts are not affected by any unusual or non-recurring items.
	 
	25.7	 	The Accounts have been filed and laid before the Company in general meeting in accordance
with the requirements of the Companies Acts.
	 
	25.8	 	The Accounts have been prepared on a basis consistent with the audited accounts of the
Company for the two prior accounting periods without any change in accounting policies used.




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	25.9	 	The Management Accounts have been prepared on a basis consistent with that employed in
preparing the Accounts and truly and fairly represent in all material aspects the assets and
liabilities and the profits and losses of the Company as at and to the date and period for
which they have been prepared.
	 
	26.	 	FINANCIAL AND OTHER RECORDS
	 
	26.1	 	All financial and other records of the Company:
	 
	26.1.1	 	have been properly prepared and maintained;
	 
	26.1.2	 	constitute an accurate record of all matters required by law to appear in them;
	 
	26.1.3	 	do not contain any material inaccuracies or discrepancies; and
	 
	26.1.4	 	are in the possession of the Company.
	 
	26.2	 	No notice has been received or allegation made that any of those records are incorrect or
should be rectified.
	 
	26.3	 	All statutory records, including accounting records, required to be kept or filed by the
Company have been properly kept or filed and comply with the requirements of the Companies
Acts.
	 
	26.4	 	All deeds and documents belonging to the Company are in the possession of the Company.
	 
	27.	 	CHANGES SINCE ACCOUNTS DATE
	 
	 	 	Since the Accounts Date:
	 
	27.1.1	 	the Company has conducted its business in the normal course and as a going concern;
	 
	27.1.2	 	there has been no material adverse change in the turnover, financial position or prospects
of the Company;
	 
	27.1.3	 	the Company has not issued or agreed to issue any share or loan capital;
	 
	27.1.4	 	no dividend or other distribution of profits or assets has been, or has been agreed to be,
declared, made or paid by the Company;
	 
	27.1.5	 	the Company has not borrowed or raised any money or taken any form of financial security and
no capital expenditure has been incurred on any individual item by the Company in excess of
£5,000 and the Company has not acquired, invested or disposed of (or agreed to acquire,
invest or dispose of) any individual item by the Company in excess of £5,000; and
	 
	27.1.6	 	no shareholder resolutions of the Company have been passed other than as routine business at
the annual general meeting or as may be required for the purposes of this Transaction.
	 
	28.	 	EFFECT OF SALE ON SALE SHARES
	 
	 	 	The sale of the Sale Shares by the Seller will not:




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	28.1.1	 	so far as the Seller is aware, cause the Company to lose the benefit of any right or
privilege it presently enjoys; or
	 
	28.1.2	 	relieve any person of any contractual obligation to the Company or enable any person to
determine any such obligation enjoyed by the Company; or
	 
	28.1.3	 	give rise to, or cause to become exercisable, any right of pre-emption over the Sale Shares;
or
	 
	28.1.4	 	entitle any person to receive from the Company any finder’s fee, brokerage or other
commission in connection with the purchase of the Sale Shares by the Buyer; or
	 
	28.1.5	 	result in any customer or supplier being entitled to cease dealing with the Company or to
reduce materially its existing level of business or to change the terms on which it deals with
the Company; or
	 
	28.1.6	 	so far as the Seller is aware, result in any officer or senior Employee leaving the Company;
or
	 
	28.1.7	 	result in a breach of contract, law, regulation, order, judgment, injunction, undertaking,
decree or other like imposition; or
	 
	28.1.8	 	result in the loss or impairment of or any default under any licence, authorisation or
consent required by the Company for the purposes of its business; or
	 
	28.1.9	 	result in the creation, imposition, crystallisation or enforcement of any Encumbrance on any
of the assets of the Company; or
	 
	28.1.10	 	result in any present or future indebtedness of the Company becoming due and payable, or
capable of being declared due and payable, prior to its stated maturity date or in any
financial facility of the Company being withdrawn; or
	 
	28.1.11	 	entitle any person to acquire or affect the entitlement of any person to acquire shares in
the Company.
	 
	29.	 	RETIREMENT BENEFITS
	 
	29.1	 	In this paragraph 28 these definitions apply:
	 
	29.1.1	 	the “Scheme” means the money purchase pension scheme with Standard Life nominated by the
Company;
	 
	29.1.2	 	“Pension Arrangement” means an agreement or arrangement for the payment of or contribution
towards any Benefits;
	 
	29.1.3	 	“Benefits” means pensions, allowances, lump sums or other like benefits payable on or after
termination of service or retirement or on death;
	 
	29.1.4	 	“Employees” means the Company’s employees and directors.
	 
	29.2	 	Other than the Scheme there is no Pension Arrangement in operation for the benefit of any of
the Employees or for the benefit of any dependants of Employees and no assurance has been
given to any of the Employees about the introduction of any Pension Arrangement.




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	29.3	 	Details of the Scheme have been given to the Buyer in the form of copies of the booklets or
other explanatory literature issued to the Employees.
	 
	29.4	 	There is no obligation to provide benefits under, or make contributions to, the Scheme except
as revealed in the documents provided to the Buyer.
	 
	29.5	 	There are no claims outstanding, pending or threatened (including a complaint to the Pension
Ombudsman) against the administrator of the Scheme or against the Seller or the Company in
connection with the Scheme.
	 
	30.	 	REPRESENTATIONS GIVEN AND AGREED IN THE LETTER OF INTENT
	 
	30.1	 	The Identified Station Contracts are valid and binding written agreements and the Business
has valid and binding agreements to obtain reports from UBC Media Group plc and to obtain
traffic information and reports from TrafficLink Limited (the Identified Station Contracts and
the agreements with UBC Media Group plc and Traffic Link Limited are collectively referred to
as the “Identified Commercial Agreements”).
	 
	30.2	 	None of the Identified Station Contracts provide the radio group subject thereto with the
right to cancel, terminate or modify such Identified Station Contract prior to its scheduled
expiration date, other than (i) under standard change of control clauses that permit
termination only on ‘reasonable’ grounds, (ii) upon a breach of the applicable Identified
Station Contract by the Business and delivery of notice of such breach, or (iii) with respect
Bauer, upon reasonable notice in the absence of a scheduled contract expiration date.
	 
	30.3	 	The Transaction would not permit cancellation, termination or modification under the change
of control clause of any Identified Station Contract and there has been no breach of any of
the Identified Station Contracts giving the other contracting party the right to cancel,
terminate or modify such Identified Station Contract.
	 
	30.4	 	All of the Identified Commercial Agreements (i) are on normal commercial terms and contain
all such rights as might be reasonably expected in relation to an industry standard contract
of this nature; (ii) were entered into on an arm’s length basis; and (iii) do not provide for
any payment or obligation to any party other than the other contracting party, and in that
case, purely commission payments in relation to the Business.
	 
	30.5	 	The existing terms of the Identified Commercial Agreements do not provide for any material
increase in the expenses for financial periods commencing on or after 1 April 2008 which would
be inconsistent with the level of expenses used in calculating the net profit for the
accounting period ended 31 March 2008.
	 
	30.6	 	The existing terms of the Identified Station Contract do not provide that the number of
advertising spots may decrease by more than 5%.
	 
	30.7	 	Neither the Seller nor the Company have received any notice or other communication (in
writing or otherwise) regarding (i) any actual, threatened or possible termination of a
Identified Station Contract (including without limitation any election or intention not to
renew such Identified Station Contract), or (ii) any actual, threatened or possible
modification of the material terms of any Identified Station Contract.




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Part 2




Tax Warranties





	1.	 	Accounts, returns and information
	 
	1.1	 	The Accounts make proper provision for all Taxation for which the Company was at the Accounts
Date or thereafter became or may hereafter become liable or accountable in respect of or by
reference to any income, profit, receipt, gain, transaction, agreement, distribution or event
which was earned, accrued, received, realised, entered into, paid or made on or occurred
before the Accounts Date and proper provision was made therein for deferred taxation in
accordance with generally accepted accounting principles.
	 
	1.2	 	All returns, computations and payments which should have been made by the Company for any
taxation purpose have been made within the requisite periods and are up-to-date, materially
correct and on a proper basis.
	 
	1.3	 	The Company has preserved or maintained all records which it is required to preserve or
maintain for any Taxation purpose and is in possession of sufficient information or has
reasonable access to such information to enable it to compute its liability to Taxation
insofar as it depends on any act, omission, event or transaction occurring or treated for any
Taxation purpose as occurring on or before Completion.
	 
	1.4	 	The Company has not within the past six years paid or become liable to pay, and so far as the
Seller is aware there are no circumstances by reason of which it is likely to become liable to
pay, any penalty, fine, surcharge or interest whether charged by virtue of the provisions of
the TMA 1970 or VATA or otherwise.
	 
	1.5	 	The Seller is not aware of any circumstance which will or may, whether by lapse of time or
the issue of any notice of assessment or otherwise, give rise to any dispute with any relevant
Taxation Authority in relation to its liability or accountability for taxation, any claim made
by it, any relief, deduction, or allowance afforded to it, or in relation to the status or
character of the Company (whether as to its status as an unquoted company or as a trading
company or as a member of any group) under or for the purpose of any provision of any
legislation relating to taxation.
	 
	1.6	 	All clearances obtained by the Company have been properly obtained and all information
supplied to HM Revenue and Customs or other appropriate authority in connection with such
clearances was complete and accurate in all respects and any transaction for which such
clearance was obtained has been carried out in accordance only with the terms of the relevant
clearance and the application on which the clearance was based.
	 
	1.7	 	No Taxation Authority has agreed to operate any special arrangement (being an arrangement
which is not based on a strict and detailed application of the relevant legislation) in
relation to the Company’s affairs, whether in respect of benefits provided by the Company to
its officers or employees, or in relation to the valuation of stocks or in respect of any
administrative or other matter whatsoever.
	 
	1.8	 	The Company has fully complied with its obligations under Part 7 Finance Act 2004 (Disclosure
of Tax Avoidance Schemes). There are set out in the Disclosure Letter full details of any
disclosures made by any Group Company (or a promoter in respect of arrangements involving a
Group Company) under those rules together with any reference number supplied to a Group Company (or a promoter) by HM Revenue & Customs.




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	2.	 	Employees, payment of tax and withholdings
	 
	2.1	 	The Company has duly deducted and accounted for all amounts which it has been obliged to
deduct or withhold in respect of taxation and, in particular, has properly operated the PAYE
system, by deducting tax, as required by law, from all payments made, or treated as made, to
its employees or former employees (including, for the avoidance of doubt, any sums payable in
respect of benefits provided), and has accounted to HM Revenue and Customs for all tax so
deducted and for all tax chargeable on benefits provided for its employees or former
employees.
	 
	2.2	 	The Company is not liable to pay or make reimbursement or indemnity in respect of any
Taxation (or amounts corresponding thereto) in consequence of the failure by any person (not
being a company in the Group) to discharge that Taxation within any specified period or
otherwise, where such taxation relates to a profit, income or gain, transaction, event,
omission or circumstance arising, occurring or deemed to arise or occur wholly prior to
Completion.
	 
	2.3	 	The Company is not and has never been a “large company” within the meaning of regulation 3 of
the Corporation Tax (Instalment Payments) Regulations 1998 (Statutory Instrument 1998/3175).
	 
	3.	 	Share schemes
	 
	3.1	 	In respect of each acquisition of securities within Chapter 2 of Part 7, ITEPA (Restricted
Securities), an election has been made under section 431 ITEPA in respect of all securities
and there is Disclosed full details of any liability to employment income which has arisen as
a result of that election.
	 
	3.2	 	The Company has not entered into any agreement to which the provisions of Chapter 3 of Part 7
(Convertible securities) to Chapter 4 (Post Acquisition benefits from Securities) (inclusive)
of ITEPA have applied.
	 
	3.3	 	There have been Disclosed in the Disclosure Letter all securities options granted or
purported to have been granted by the Company to an employee or by any other company to an
employee by reason of his employment with the Company under:
	 
	3.3.1	 	any scheme approved under Chapter 6 (Approved Share Incentive Plans), Chapter 7 (Approved
SAYE Option Schemes), and/or Chapter 8 (Approved Company Share Option Plan Schemes) of Part 7
of ITEPA; or
	 
	3.3.2	 	any other share scheme or arrangement under Chapter 5 (Securities and Options) and/or
Chapter 9 (Enterprise Management Incentives) of Part 7 of ITEPA.
	 
	3.4	 	Each securities option granted is in compliance with the requirements of the relevant
legislation and any applicable scheme rules.
	 
	3.5	 	The Company is not nor has been a party to any agreement under which any person has a right
to acquire securities in the Company other than by reason of his employment.
	 
	3.6	 	The Company has not established, lent or contributed to:




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	3.6.1	 	a qualifying employees’ share ownership trust as defined in Schedule 4 Finance Act 1989
(Employee Share Ownership Trusts); or
	 
	3.6.2	 	any other trust empowered to acquire by subscription, purchase or otherwise, any shares in
any company.
	 
	3.7	 	The Company has complied fully with its obligations under the provisions of Section 421J
ITEPA and Section 85 of the Finance Act 1988.
	 
	3.8	 	The Company has obtained full corporation tax relief under Schedule 23 of Finance Act 2003
(Corporation Tax Relief for Employee Share Acquisition) for each and every (if any):
	 
	3.8.1	 	acquisition of shares in that company; and
	 
	3.8.2	 	option to acquire shares in that company; and
	 
	 	 	so far as the Seller is aware, the corporation tax relief will not be reduced or
restricted in any way.
	 
	3.9	 	No restriction under Schedule 24 of Finance Act 2003 (Restriction on deductions for employee
benefit contributions) has or so far as the Seller is aware could apply to any corporation tax
deduction claimed or to be claimed for any accounting periods which have commenced on or
before Completion by the Company in respect of any employee benefit contributions made or to
be made on or before Completion.
	 
	3.10	 	The Company has entered into an arrangement under paragraphs 3A or 3B Schedule 1 to the
Social Security Contributions and Benefits Act 1992 in respect of every securities option
granted by reason of employment with the Company and the Disclosure Letter at item 3 of the
Tax Warranties disclosures Discloses all such arrangements.
	 
	3.11	 	The Company has established all necessary mechanisms for the retrieval of, collection and
payment of Secondary Class 1 National Insurance Contributions in accordance with such
arrangements authorised by paragraph 3B Schedule 1 to the Social Security Contributions and
Benefits Act 1992.
	 
	4.	 	Distributions, payments and share capital
	 
	4.1	 	Since the Accounts Date the Company has not paid or declared any dividend nor has it made any
payment which is (or is treated as) a distribution for Taxation purposes.
	 
	4.2	 	The Company has not at any time issued any share capital as paid up otherwise than by the
receipt of new consideration after repaying any share capital, as mentioned in Section 210 of
the Taxes Act.
	 
	4.3	 	The Company has not been concerned with or in any distribution for the purposes of Sections
213 to 218 of the Taxes Act (demerger).
	 
	5.	 	Loan relationships, foreign exchange etc
	 
	5.1	 	Each amount in relation to which the Company is a debtor or creditor and is reflected in the
Accounts or is existing at the date hereof constitutes a loan relationship of the Company
within the meaning of the Finance Act 1996 and no such loan relationship has an unallowable
purpose as defined in paragraph 13 of Schedule 9 to the Finance Act 1996.




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	5.2	 	No Taxation liability or non-trading deficit would arise from any loan relationship of the
Company as a result of any debt under such loan relationship being settled in full or in part
at the Completion Date.
	 
	5.3	 	In relation to each of its loan relationships, the Company operates and has operated an
accruals basis of accounting authorised under Section 85 Finance Act 1996.
	 
	5.4	 	No interest or other amount treated as a debit (including imputed interest under Sections 770
to 773 of the Taxes Act) in relation to any loan relationship remains unpaid and each such
debit can be deducted in computing the taxable profits of the Company.
	 
	5.5	 	The Company is not and never has been a party to any interest rate contract or option, or
currency contract or option which is or may become a qualifying contract as described in
Chapter 2 Part 3 of and Schedule 23 to the Finance Act 2002.
	 
	6.	 	Close company provisions
	 
	6.1	 	The Company is not, and at all times during the six years ended on the Accounting Date never
has been, a close company as defined in Sections 414 and 415 of the Taxes Act.
	 
	6.2	 	The Company is not a participator in a company which is not resident in the United Kingdom
and which would be a close company if it were resident in the United Kingdom in circumstances
such that a chargeable gain accruing to the company not resident in the United Kingdom could
be apportioned to the Company pursuant to Section 13 of the TCGA.
	 
	7.	 	Group transactions




The Company has not at any time:-





	7.1	 	acquired any asset from any company which at the time of the acquisition was a member of the
same group of companies as defined in Section 170 of the TCGA;
	 
	7.2	 	entered into or been otherwise involved in any transaction to which Section 774 of the Taxes
Act applies;
	 
	7.3	 	surrendered or claimed or agreed or arranged to surrender or claim (and prior to Completion
will not surrender or claim or agree to arrange to surrender or claim) any amount by way of
group relief pursuant to Sections 402 to 413 (inclusive) of the Taxes Act and has not made or
received and is not liable to make or entitled to receive a payment for such group relief
which has not been made or received as at Completion;
	 
	7.4	 	joined in the making of any election pursuant to Section 247 of the Taxes Act or made any
payment without deduction of income tax in circumstances such that income tax ought to have
been deducted;
	 
	7.5	 	been a party to any such reconstruction as is described in Section 343 of the Taxes Act;
	 
	7.6	 	acquired an asset as trading stock from a member of the same group where the asset did not
form part of the trading stock of any trade carried on by the other member, as mentioned in
Section 173(1) of the TCGA, or disposed of an asset which formed part of the trading stock of
any trade carried on by the Company to another member of the same group which acquired the asset otherwise than as trading stock of a trade carried on
by the other member, as mentioned in Section 173(2) of the TCGA;




68









 












	7.7	 	been, and so far as the Seller is aware there are no circumstances by virtue of which the
Company could be, assessed or charged to corporation tax by virtue of the provisions of
Section 190 of the TCGA and the Company is not entitled to recover or liable to have recovered
from it any sums paid pursuant to any of that section;
	 
	7.8	 	entered into an election under Section 179A of the TCGA to assume liability for a profit or
gain originally accruing to another company; or
	 
	7.9	 	ceased to be a member of a group of companies in such circumstances that a profit or gain was
deemed to accrue to the Company by virtue of Section 179 of the TCGA and neither the execution
of this Agreement nor Completion will result in any profit or gain being deemed to accrue to
the Company pursuant to Section 179 of the TCGA.
	 
	8.	 	General
	 
	8.1	 	So far as the Seller is aware there are no circumstances under which the Company is or could
become liable under Sections 767A or 767AA of the Taxes Act to pay any amount in respect of
any Taxation liability of another company.
	 
	8.2	 	The Company has not given or been required to give any security for Taxation.
	 
	9.	 	Chargeable gains
	 
	9.1	 	If each of the capital assets of the Company was disposed of for a consideration equal to the
book value of that asset in or adopted for the purpose of the Accounts no liability to
corporation tax on chargeable gains would arise (and for this purpose there shall be
disregarded any relief or allowance available to the Company other than amounts falling to be
deducted from the consideration receivable under Section 38 of the TCGA).
	 
	9.2	 	Neither the Company nor any other person has made any claim for relief under Sections
152-160, Section 175 or Section 179B of the TCGA (“roll-over reliefs”) or any other claim
which affects or could affect the amount of the chargeable gains or allowable losses which
would, but for such claim, arise on a disposal by the Company of any of its assets.
	 
	9.3	 	No debt (other than a debt on a security) owed to the Company would on its disposal give rise
to a liability to taxation by reason of Section 251 of the TCGA (disposals otherwise than as
original creditor).
	 
	10.	 	Capital allowances
	 
	10.1	 	No balancing charge under the Capital Allowances Act 2001 (or other legislation relating to
any capital allowances) would be made on the Company 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 or not 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 Accounts for each of the
assets.




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	10.2	 	The Company has not made any election under Chapter 9 of Part 2 of the Capital Allowances Act
2001 nor is it taken to have made any such election under Section 89(4) of the Capital
Allowances Act 2001.
	 
	10.3	 	The Company has not obtained any capital allowances under Chapter 14 of Part 2 of the Capital
Allowances Act 2001 (fixtures).
	 
	10.4	 	The Company does not own any asset which is, or is capable of being a long-life asset as
defined in Chapter 10 of Part 2 of the Capital Allowances Act 2001.
	 
	11.	 	Value Added Tax — General
	 
	11.1	 	The Company:-
	 
	11.1.1	 	is duly registered and is a taxable person for the purposes of value added tax;
	 
	11.1.2	 	has complied in all material respects with all statutory requirements, orders, provisions,
directions or conditions relating to value added tax;
	 
	11.1.3	 	maintains complete, materially correct and up-to-date records for the purposes of all
legislation relating to value added tax and is not subject to any condition imposed by HM
Revenue and Customs under paragraph 6 of Schedule 11 VATA;
	 
	11.1.4	 	is not in arrears with any payment or returns under legislation relating to value added tax,
or liable to any abnormal or non-routine payment, or any forfeiture or penalty, or to the
operation of any penal provision;
	 
	11.1.5	 	has not been required by HM Revenue and Customs to give security under paragraph 4 of
Schedule 11 VATA; and
	 
	11.1.6	 	has not applied for treatment as a member of a group for value added tax purposes under
Section 43 VATA.
	 
	11.2	 	All supplies of goods and services made by the Company are taxable supplies for the purposes
of VATA and the Company has not been denied credit for any input tax by reason of the
operation of Section 26 VATA.
	 
	11.3	 	All goods or services supplied to the Company, or goods imported by the Company, in respect
of which the Company has claimed credit for input tax under Section 25 VATA, are used or
intended to be used wholly for the purposes of the Company’s business.
	 
	11.4	 	No supplies of relevant services have been made to the Company to which Section 8 VATA
applied.
	 
	11.5	 	The Company is not, and has not agreed to become, an agent, manager or factor for the
purposes of Section 47 VATA of any person who is not resident in the United Kingdom or the VAT
representative of any such person for the purposes of Section 48 VATA.
	 
	11.6	 	The Disclosure Letter contains full particulars of any claim for bad debt relief made by the
Company under Section 36 VATA.
	 
	11.7	 	The Disclosure Letter contains full particulars of any asset in respect of which Part XV of
the Value Added Tax Regulations 1995 (Statutory Instrument 1995/2518) (capital goods scheme)
applies.




70









 












	11.8	 	The Company has never disposed of or acquired any business or assets in the circumstances
mentioned in Section 49 VATA or Article 5 of the Value Added Tax (Special Provisions) Order
1995.
	 
	11.9	 	The Company has fully complied with its obligations under Schedule 11A VATA 1994 (Disclosure
of Avoidance Schemes).
	 
	12.	 	Value Added Tax — Property transactions
	 
	12.1	 	The Company has not made any election under paragraph 2(1) of Schedule 10 to the VATA.
	 
	12.2	 	The Company has not incurred any liability under the provisions of paragraph 6 of Schedule 10
to the VATA.
	 
	12.3	 	The Company has not been involved in arrangements falling within paragraphs 2(3AA) or 3A of
Schedule 10 to the VATA.
	 
	13.	 	Intangible Fixed Assets
	 
	13.1	 	If any of the intangible fixed assets of the Company were disposed of at book value no
credits or debits would arise under Schedule 29 Finance Act 2002 (Gains and losses of a
company from intangible assets).
	 
	13.2	 	The Company has not made and is not entitled to make any claim to have the cost for Taxation
purposes of any intangible fixed asset reduced by reference to the proceeds of realisation of
any other intangible fixed asset whether owned by the Company or any other person.
	 
	13.3	 	The Company has not recognised a gain in respect of negative goodwill for the purposes of
paragraph 16, Schedule 29 Finance Act 2002.
	 
	13.4	 	Neither the signing of this agreement nor Completion will result in any profit or gain being
deemed to accrue to the Company under paragraph 58, Schedule 29 of the Finance Act 2002
(De-grouping).
	 
	13.5	 	The Company has not entered into nor will, on or before Completion, enter into an election
under paragraph 66, Schedule 29 of the Finance Act 2002 (Reallocation of de-grouping charge
within group).
	 
	13.6	 	The Company is not liable to Taxation under paragraph 68, Schedule 29 of the Finance Act 2002
(Recovery of charge from another Group Company or controlling director).
	 
	13.7	 	The Company has not sold or agreed to sell any patent rights for a capital sum (which would
be chargeable to income) under section 587 of ITTOIA (charge to tax on income from sales of
patent rights).
	 
	13.8	 	The Company has drawn up its accounts in accordance with generally accepted accounting
practice and has brought into account for Taxation purposes debits under paragraphs 8
(Expenditure written off as it is incurred) or 9 (Writing down on accounting basis) of
Schedule 29 Finance Act 2002.
	 
	14.	 	Stamp Duty, Stamp Duty Reserve Tax and Stamp Duty Land Tax




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	14.1	 	The Company has duly paid all stamp duty, stamp duty land tax and all stamp duty reserve tax
for which it is or has at any time been liable and the Company is not liable
to pay any penalty, interest or fine in respect of stamp duty or stamp duty reserve tax or
to forfeiture of any relief from any such duty, penalty, interest or fine and so far as
the Seller is aware there are no circumstances including execution, substantial
performance of any contract for a land transaction and performance of this agreement which
may result in the Company becoming liable to any such penalty, interest or fine or to any
such forfeiture.
	 
	14.2	 	Where required the Company has obtained all necessary adjudication in respect of each and
every exemption or relief from stamp duty, stamp duty reserve tax, or stamp duty land tax.
	 
	14.3	 	All documents in the possession or under the control of the Company or to the production of
which the Company is entitled which are necessary to establish the title of the Company to any
asset and which, in the United Kingdom or elsewhere, attract either stamp duty or require 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.
	 
	14.4	 	Within the three years ending on the date of this agreement the Company has not been
associated for the purposes of paragraph 1 of Schedule 7 to the Finance Act 2003 or Section 42
of the Finance Act 1930 (group relief) or section 151 Finance Act 1995 (Lease: associated
bodies) with any other company (other than the Company) which has been a party to any
transaction for which any claim for relief or exemption under those sections has been made by
the Company.
	 
	14.5	 	Within the three years ending on the date of this agreement the Company has not had control
of, or been under the control of or under the same control as, any other company which has
been a party to any transaction for which any claim for relief or exemption has been made by
the Company under Section 75 to the Finance Act 1986 or Paragraphs 7 and 8 of Schedule 7 to
the Finance Act 2003 (Reconstruction Relief and Acquisition Relief). For the purposes of this
warranty “control” has the meaning given in section 416 of the Taxes Act.
	 
	14.6	 	No contract for a land transaction has been entered into and substantially performed, but not
yet completed, without the required payment of stamp duty land tax.
	 
	14.7	 	The Company has not entered into a contract for a land transaction on which there will be an
outstanding balance of stamp duty land tax to pay on completion of the land transaction.
	 
	14.8	 	The Company has not entered into a contract for a land transaction which is within section 45
Finance Act 2003 (contract and conveyance: effect of transfer of rights).
	 
	14.9	 	A land transaction return (as defined by section 76 Finance Act 2003), has been promptly and
correctly filed with HM Revenue and Customs in respect of all notifiable land transactions.
	 
	14.10	 	The Disclosure Letter sets out full and accurate details of any chargeable interest (as
defined under section 48, Finance Act 2003) acquired or held by the Company before Completion
in respect of which the Vendors are aware or ought reasonably to be aware that an additional
land transaction return will be required to be filed with a Taxation Authority and/or a
payment of stamp duty land tax made on or after Completion.




72









 












	14.11	 	The Company has not entered into any transaction to which Schedule 19 to the Finance Act
2003 applies or could apply.
	 
	14.12	 	The Company has complied in all material respects with the provisions of Part IV of the
Finance Act 1986 (stamp duty reserve tax) and any regulations made thereunder.
	 
	15.	 	Residence and offshore interests
	 
	15.1	 	The Company is and has at all times been resident in the United Kingdom for the purposes of
all Taxation Statutes and has not at any time been resident outside the United Kingdom for the
purposes of any Taxation Statute or any double taxation arrangements.
	 
	15.2	 	The Company is not, and has never been, a dual-resident investing company within the meaning
of Section 404 of the Taxes Act.
	 
	15.3	 	The Company has not at any time entered into any transaction falling within Section 765 of
the Taxes Act or failed to comply with the requirements of Section 765A of the Taxes Act.
	 
	15.4	 	The Company has not at any time been subject to Taxation in any jurisdiction outside the
United Kingdom or had a branch outside the United Kingdom or any permanent establishment (as
that expression is defined in Section 148 of the Finance Act 2003) outside the United Kingdom.
	 
	15.5	 	No assessment in respect of a chargeable gain on the disposal of any asset of the Company
situated outside the United Kingdom or of overseas income which is temporarily or permanently
incapable of remittance to the United Kingdom has been postponed under the provisions of
Section 279 of the TCGA (foreign assets: delayed remittances) or Section 584 of the Taxes Act
(relief for unremittable overseas income — corporation tax).
	 
	15.6	 	The Company does not own and has not at any time owned a material interest in an offshore
fund which is or has at any material time been a non-qualifying offshore fund within the
meaning of Section 760 of the Taxes Act.
	 
	15.7	 	The Company does not own and has not at any time owned any interest in a controlled foreign
company within the meaning of Chapter IV of Part XVII of the Taxes Act.
	 
	15.8	 	The Company is not assessable and has not at any time been assessed to tax under Section 126
of the Finance Act 1995.
	 
	16.	 	Anti-avoidance
	 
	16.1	 	The Company has not been and is not now a party to any transaction or arrangement containing
steps inserted without any commercial or business purpose and designed partly or wholly to
avoid partly or wholly a liability to Taxation.
	 
	16.2	 	So far as the Seller is aware the Company has not in the six years ended on the date of this
agreement carried out or been engaged in any transaction or arrangement in respect of which
there may be substituted for the actual consideration given or received by the Company a
different consideration for any Taxation purposes.
	 
	16.3	 	The Company has not been a party to any notifiable arrangements or notifiable proposals
within the meaning of section 306 Finance Act 2004 (and relevant
regulations) and the Company has not been a party to any designated scheme or notifiable
scheme within the meaning of schedule 11A to the VATA.






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SCHEDULE 5

Commercial Agreements




74









 








SCHEDULE 6




Intellectual Property Rights




75









 





SCHEDULE 7

Information Technology




76









 








SCHEDULE 8

Particulars of Underlet Property




Leasehold Property




77









 





SCHEDULE 9

Basis for preparation of the Completion Accounts




78









 








SCHEDULE 10

The Retention




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	EXECUTED as a DEED by

	 	 	)	 	 	 
	UBC MEDIA GROUP PLC

	 	 	)	 	 	 
	acting by one director

	 	 	)	 	 	/s/ Simon Cole
	in the presence of:

	 	 	 	 	 	Director
	 
	 	 	 	 	 	 
	Witness signature: /s/ A. McArthur                 
	 	 	 	 	 	 
	Witness name: A. McArthur
	 	 	 	 	 	 
	Witness occupation: Production Designer
	 	 	 	 	 	 
	Address:                                   
                            
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	EXECUTED as a DEED by

	 	 	)	 	 	 
	GLOBAL TRAFFIC NETWORK (UK) LIMITED

	 	 	)	 	 	 
	acting by one director

	 	 	)	 	 	/s/ William L. Yde III
	in the presence of:

	 	 	 	 	 	Director
	 
	 	 	 	 	 	 
	Witness signature: /s/ Justine Yde                    
	 	 	 	 	 	 
	Witness name: Justine Yde
	 	 	 	 	 	 
	Witness occupation:                       
                  
	 	 	 	 	 	 
	Address:                                   
                            
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	EXECUTED as a DEED by

	 	 	)	 	 	 
	GLOBAL TRAFFIC NETWORK, INC.

	 	 	)	 	 	 
	acting by one director

	 	 	)	 	 	/s/ William L. Yde III
	in the presence of:

	 	 	 	 	 	Director
	 
	 	 	 	 	 	 
	Witness signature: /s/ Justine Yde                    
	 	 	 	 	 	 
	Witness name: Justine Yde
	 	 	 	 	 	 
	Witness occupation:                       
                  
	 	 	 	 	 	 
	Address:                                   
                            
	 	 	 	 	 	 







80