exv10w1






April 16, 2010




 






SALE AND PURCHASE AGREEMENT




OF THE COMPANY DATA PRESSE




 

























 








BETWEEN



Mr Jacques Hamel, residing La Mayoufière – 42370 Renaison, France



Ms Martine Perron, residing La Mayoufière – 42370 Renaison, France



Miss Eugénie Hamel, residing La Mayoufière – 42370 Renaison, France, represented by Mr Jacques
Hamel, duly entitled by a power which a copy is set out in Schedule 0 hereto,



Mr. Nicolas Hamel, residing 53 rue des Prairies – 75020 PARIS, France, represented by Mr Jacques
Hamel, duly entitled by a power which a copy is set out in Schedule 0 hereto,



Ms Julie Noirard, residing 13 rue de l’Arsenal – 75004 PARIS, France, represented by Ms Martine
Perron, duly entitled by a power which a copy is set out in Schedule 0 hereto,



Ms Clémentine Noirard, residing Meursault (21190), France, represented by Ms Martine Perron, duly
entitled by a power which a copy is set out in Schedule 0 hereto,



Mr. Eric Noirard, residing 269 rue Bernard Ouest QC H2V1T5, Montréal, CANADA, represented by Ms
Martine Perron, duly entitled by a power which a copy is set out in Schedule 0 hereto,




Hereinafter referred to as the “Sellers”,




OF THE FIRST PART




AND



VOCUS HOLDINGS B.V., a private company with limited liability (“besloten vennootschap”)
organised under the laws of The Netherlands with its corporate seat in Amsterdam, The Netherlands,
and its place of business at Strawinskylaan 3105, 1077 ZX Amsterdam, The Netherlands (the
“Purchaser”), represented by Stephen Vintz and Equity Trust Co. N.V., acting in their capacity as
managing directors.




Hereinafter referred to as the “Purchaser”




OF THE SECOND PART






1









 








TABLE OF CONTENTS




	 	 	 	 	 

	1. SALE AND PURCHASE
	 	 	5	 
	 
	 	 	 	 
	1.1 Sale and purchase of the Shares
	 	 	5	 
	1.2 Joint and several obligation of the Sellers
	 	 	5	 
	 
	 	 	 	 
	2. PRICE
	 	 	5	 
	 
	 	 	 	 
	2.1 Estimated Price
	 	 	6	 
	2.2 Purchase Price Adjustment.
	 	 	6	 
	2.3 Earn-Out
	 	 	8	 
	 
	 	 	 	 
	3. CONDITIONS PRECEDENT Intentionally deleted
	 	 	9	 
	 
	 	 	 	 
	4. CLOSING
	 	 	9	 
	 
	 	 	 	 
	4.1 Closing Date
	 	 	9	 
	4.2 Documents to be delivered to the Purchaser
	 	 	9	 
	4.3 Appointment of the President and Assistance of Pressetel
	 	 	10	 
	4.4 Refunding of the current accounts of Mr. Jacques Hamel and Ms. Martine Perron
	 	 	11	 
	 
	 	 	 	 
	5. SELLERS’ OBLIGATIONS PENDING CLOSING Intentionally Deleted
	 	 	11	 
	 
	 	 	 	 
	6. REPRESENTATIONS AND WARRANTIES
	 	 	11	 
	 
	 	 	 	 
	6.1 The Guarantors’ representations and warranties
	 	 	11	 
	6.2 Guarantors’ liability
	 	 	23	 
	 
	 	 	 	 
	7. INDEMNIFICATION
	 	 	23	 
	 
	 	 	 	 
	7.1 Guarantors’ undertaking
	 	 	23	 
	7.2 Absence of Guarantors’ liability
	 	 	24	 
	7.3 Claim period
	 	 	24	 
	7.4 Intentionally Deleted
	 	 	24	 
	7.5 Third party claims
	 	 	24	 
	7.6 Damage relating to a change in timing
	 	 	25	 
	7.7 Payment
	 	 	25	 
	 
	 	 	 	 
	8. NON COMPETITION
	 	 	25	 
	 
	 	 	 	 
	8.1 Non-Competition, Non-Solicitation and Non-Disclosure
	 	 	25	 
	 
	 	 	 	 
	9. ASSIGNMENT
	 	 	28	 
	 
	 	 	 	 
	9.1 Personal contract
	 	 	28	 
	9.2 Death or incapacity
	 	 	28	 
	 
	 	 	 	 
	10. EXPENSES
	 	 	28	 
	 
	 	 	 	 
	11. CONFIDENTIALITY
	 	 	28	 






2









 






	 	 	 	 	 

	11.1 Confidentiality of the transaction
	 	 	28	 
	11.2 Announcements
	 	 	28	 
	11.3 Obligations of the parties
	 	 	28	 
	 
	 	 	 	 
	12. NOTICES
	 	 	28	 
	 
	 	 	 	 
	12.1 Provision of notice
	 	 	28	 
	12.2 Authority to accept notices
	 	 	29	 
	 
	 	 	 	 
	13. CHOICE OF LAW AND JURISDICTION
	 	 	29	 
	 
	 	 	 	 
	13.1 Choice of law
	 	 	29	 
	13.2 Jurisdiction
	 	 	29	 
	 
	 	 	 	 
	14. WAIVERS
	 	 	29	 
	 
	 	 	 	 
	15. HEADINGS
	 	 	29	 
	 
	 	 	 	 
	16. WHOLE AGREEMENT
	 	 	29	 






TABLE OF SCHEDULES AND EXHIBITS




	 	 	 

	Schedule 0

	 	Powers
	Schedule 1

	 	List of the documents mentioned in the online dataroom
	Schedule 2

	 	Registration Fee Reimbursement Calculation, Allocation of Purchase Price
	Schedule 3

	 	The contracts
	Schedule 4

	 	The Company’s and Subsidiary’s status
	Schedule 5

	 	K-bis excerpt
	Schedule 6

	 	Holdings and mandates
	Schedule 7

	 	The Financial Statements
	Schedule 8

	 	The Shares
	Schedule 9

	 	Tangible Assets
	Schedule 10

	 	Leases
	Schedule 11

	 	Intellectual Property
	Schedule 12

	 	Security interests and pledges
	Schedule 13

	 	Contracts
	Schedule 14

	 	Personnel
	Schedule 15

	 	Insurance
	Schedule 16

	 	Litigation
	Schedule 17

	 	Lists of the persons who have received powers






3









 






	 	 	 

	Schedule 18

	 	Products, Services and Authorizations
	Schedule 19

	 	Customers and Suppliers
	Schedule 20

	 	Banking Facilities
	Exhibit A

	 	Estimated Balance Sheet
	Exhibit B

	 	Form of Sellers’ Release Agreement
	Exhibit C

	 	Management Agreement between Pressetel and the Company
	Exhibit D

	 	Form of Release Agreement from Former Shareholders of the Subsidiary
	Exhibit E

	 	Riorges Lease Amendment






4









 





WHEREAS
 :





DATA PRESSE (the “Company”) is a société par actions simplifiée with a capital of
EUR 200,000 whose registered office is at 137 rue du 8 mai 1945 – 42153 Riorges and
which is registered under n°400 631 990 at the Commercial and Companies Registry of
Roanne.




The capital of the Company is EUR 200,000 divided into 8,000 shares of EUR 25 each
(the “Shares”). The Sellers together hold all the Shares in the proportions set out in
Schedule 8 hereto.




The Company’s principal business is the creation, production, acquisition,
marketing of all software and databases for management and distribution of press
releases to the Medias (the “Business”).




The Company has acquired all of the shares (the “Subsidiary’s Shares”) of Archipel
Productions, S.A.R.L., a Moroccan company (the “ Subsidiary”), incorporated under the
corporate form of a société à responsabilité limitée with a capital of MAD 250,000
whose registered office is at 7 rue Assilah, Casablanca, Morocco and which is
registered under n°175369 at the Companies Registry of Casablanca.




The Sellers wish to sell and the Purchaser wishes to purchase all, but not less
than all, of the Shares.




For purposes hereof, each of the Sellers and the Purchaser have received a CD-Rom
which contains all the documents set out in the online dataroom. The list of these
documents is set out in Schedule 0. The Schedules to this Agreement reference the
numbers on this list.



NOW THEREFORE IT IS HEREBY AGREED AS FOLLOWS:





	1.	 	SALE AND PURCHASE
	 
	1.1	 	Sale and purchase of the Shares
	 
	 	 	The Sellers hereby sell and the Purchaser hereby purchases all, but not less than all, of
the Shares in accordance with the terms and conditions of this Agreement together with all
rights now or hereafter attaching thereto.
	 
	1.2	 	Joint and several obligation of the Sellers
	 
	 	 	Each obligation of the Sellers under this Agreement is joint and several. With respect to
the sale of each Seller’s Shares, each Seller undertakes to sell the Shares owned by him,
and to procure the sale by the other Seller of those Shares owned by the other Seller, so
that at Closing the Purchaser will own and have good title to all 8,000 Shares, including
all voting rights thereto.
	 
	2.	 	PRICE
	 
	 	 	The purchase price (the “Price”) for all of the Shares, shall be EUR SEVEN MILLION THREE
HUNDRED THOUSAND (7,300,000) i.e., EUR 912.5 per Share, subject to the




5









 






	 	 	adjustments set forth in Articles 2.2 and 2.3. Such Price shall be paid by the Purchaser to
the Seller in the following manner:






	2.1	 	Estimated Price
	 
	 	 	On the Closing Date as defined in Article 4.1 below, the Purchaser shall pay a proportionate
share of the Estimated Price to each Seller by certified check or wire transfer in
proportion to his respective holding of Shares in the proportions set forth in Schedule 8
and each Seller shall give to the Purchaser a receipt for that part of the Estimated Price
received by him For purposes of this Article 2.1, the “Estimated Price” shall be EUR
7,161,701.
	 
	2.2	 	Purchase Price Adjustment.






	 	2.2.1	 	The Price shall be increased or decreased, on a euro-for-euro basis, by the
amount (if any) by which the total liabilities of the Company and the Subsidiary on a
consolidated basis as of the Closing Date is less than or exceeds the Company’s and the
Subsidiary’s (on a consolidated basis) current assets as of the Closing Date (the
“Working Capital Adjustment”). For purposes of computing the working capital
adjustment, the reasonable costs incurred by Data Presse in (i) Data Presse’s
acquisition of the shares of Archipel Production (not to exceed EUR 66,810) and (ii)
preparing the different financial statements or estimated interim accounts at January
31, February 28, and March 31, 2010 (not to exceed EUR 31,900) shall be excluded. The
Sellers acknowledge and agree that they shall reimburse the Purchaser for the portion
of the registration fee (which reimbursement shall not be an adjustment to the Price)
as set forth in Schedule 2, and the wire instructions contained in Schedule 1 have
reflected that reimbursement.
	 
	 	2.2.2	 	The Sellers delivered to the Purchaser an estimated balance sheet of the
Company as of March 31, 2010, prepared in accordance with GAAP (the “Estimated Balance
Sheet”), together with supporting schedules, including lists of all trade payables,
accrued expenses and accounts receivable of the Company reflected in the Estimated
Balance Sheet. A copy of the Estimated Balance Sheet is attached hereto as Exhibit A.
Pursuant to the Estimated Balance Sheet the estimated Working Capital Adjustment to the
Price (the “Estimated Working Capital Adjustment”) is EUR 237,009.
	 
	 	2.2.3	 	Within 75 days following the Closing, the Purchaser shall prepare, or cause to
be prepared, a balance sheet of the Company as of the Closing Date, prepared in
accordance with GAAP (the “Closing Date Balance Sheet”). Promptly thereafter, the
Purchaser shall prepare and deliver to the Sellers a certificate, verified as to
accuracy by an officer of the Purchaser (the “Closing Date Payment Certificate”) (i)
attaching a copy of the Closing Date Balance Sheet and (ii) setting forth its
determination of the Working Capital Adjustment, if any, which shall be prepared in
accordance with GAAP. If within 30 days after the Closing Date Payment Certificate is
delivered to the Sellers, the Sellers shall not have given written notice to the
Purchaser setting forth in reasonable detail any objection to the Working Capital
Adjustment, then such determination of the Working Capital Adjustment shall be final
and binding on the parties. If the Sellers, within such 30 day period following
delivery of the Closing Date Payment Certificate, shall give written notice to




6









 






	 	 	 	the Purchaser setting forth in reasonable detail any objection to such
determination of the Working Capital Adjustment, the Purchaser and the Sellers
shall endeavor to reach agreement within the ten business day period following
the receipt by the Purchaser of any notice of objection. If the parties are
unable to reach agreement within such ten business day period, then the matter
shall be submitted to the Independent Accountants for determination of the
Working Capital Adjustment, which determination shall be final and binding on the
Purchaser and Sellers. In connection with the resolution of any dispute
described herein, each party shall pay its own fees and expenses, including its
own legal, accounting and consulting fees and expenses. If the Working Capital
Adjustment (as determined by the Independent Accountants) does not exceed the
Working Capital Adjustment as set forth in the Closing Date Payment Certificate
by at least €100,000, then the cost and expense of the Independent Accountants
shall be paid by the Sellers, on a joint and several basis; in all other cases,
the cost and expense of the Independent Accountants shall be borne equally by the
Purchaser and the Sellers (in each case, jointly and severally).






	 	2.2.4	 	If the Working Capital Adjustment is greater than the Estimated Working
Capital Adjustment as set forth in the Estimated Closing Date Payment Certificate, then
the Sellers shall jointly and severally repay to the Purchaser within ten (10) business
days following receipt of the Closing Date Payment Certificate or, if disputed, within
ten business days following the earlier of the date on which the parties resolve the
dispute or the date of determination of the Working Capital Adjustment by the
Independent Accountants, the difference between the Working Capital Adjustment and the
Estimated Working Capital Adjustment. If the Estimated Working Capital Adjustment is
less than the Working Capital Adjustment as determined herein, then the Purchaser shall
pay to the Sellers, on a pro rata basis in accordance with their respective Shares,
within ten (10) business days following receipt of the Closing Date Payment Certificate
or, if disputed, within ten business days following the earlier of the date on which
the parties resolve their dispute or the date of determination of the Working Capital
Adjustment by the Independent Accountants, the difference between the Estimated Working
Capital Adjustment and the Working Capital Adjustment.
	 
	 	2.2.5	 	For all purposes of this Agreement, the term “Independent Accountants” shall
mean an independent accounting firm of national or regional reputation which is
selected by the Purchaser and the Sellers (or if they cannot agree by decision of the
President of the Commercial Court of Paris given in summary proceedings (statuant en
référé), upon request of either party).
	 
	 	2.2.6	 	For all purposes of this Agreement, the term “GAAP” shall mean the accounting
principles generally accepted in France and defined in the Nouveau Plan Comptable
Français and drawn up in accordance with the standards of the Ordre des
Experts-Comptables Français and the Conseil National de la Comptabilité.




7









 







	2.3	 	Earn-Out.
	 
	 	 	As additional consideration for the purchase of the Shares, the Sellers shall be entitled to
receive the amount of cash payable in accordance with this Article 2.3.






	 	2.3.1	 	The Sellers shall be entitled to receive an amount equal to
€175,000 (the
“Transition Amount”) if Mr Jacques Hamel exercises his functions directly, or through
one of his Affiliates (including Pressetel) in the Company during a period of one year
from the Closing Date. In case of his or his Affiliate’s dismissal without Cause (as
defined herein), by the Purchaser, of its functions during this time period, Sellers
will be entitled to receive the Transition Amount pro rata based on the portion of the
year he was working with the Company.
	 
	 	2.3.2	 	If the Company’s Turnover Growth is equal to or greater than 10%, then
Purchaser shall pay the Sellers an amount equal to €189,000 (the “Turnover Amount”).
Additionally, for each full percentage point that the Company’s Turnover Growth
exceeds 10%, the Turnover Amount shall be increased by €21,000. If the Company’s
Turnover Growth is less than 10%, no Turnover Amount shall be paid; and in no event
shall the Turnover Amount exceed €315,000.
	 
	 	2.3.3	 	If the Company’s EBIT Margin equals or exceeds 18.6%, then Purchaser shall pay
the Sellers an amount equal to €210,000 (the “EBIT Amount,” and together with the
Transition Amount, if applicable, and the Turnover Amount, if applicable, the “Earn-Out
Amount”). If the Company’s EBIT Margin is less than 18.6%, no EBIT Amount shall be
paid. For purposes hereof, all incremental costs and expenses incurred by the Company
on demand of the Purchaser that are incurred solely in connection with the adaptation
of the administrative structure of the Company and the Subsidiary will be excluded from
the determination of the Company’s EBIT Margin (for example: incremental fees and
expenses associated solely with the implementation of the Vocus reporting process,
transformation of the financial statements into US GAAP, recruitment of a financial
controller or accountant and recruitment of a successor managing director or gérance.
	 
	 	2.3.4	 	For purposes hereof, (i) “Turnover Growth” means the percentage increase
(rounded down to the nearest full percentage point), if any, in the Turnover between
the 12 month periods ended April 30, 2011 and April 30, 2010, (ii) “Turnover” means the
Company’s turnover for the applicable period, determined on a consolidated basis in
accordance with GAAP, but excluding any applicable capitalized software expenses, (iii)
“EBIT Margin” means the Company’s EBIT for the 12 month period ended April 30, 2011
divided by the Company’s Turnover for the same period, (iv) “EBIT” means the Company’s
Net Income for such period, with the extraordinary result, the amount of the employee
profit sharing plan if applicable, all charges for interest expense and income taxes
for such period added back and (v) “Net Income” means the net income (or loss) of the
Company, determined on a consolidated basis and in accordance with GAAP for the 12
month period ended April 30, 2011, exclusive of any recoveries relating to the
Presshall matter.
	 
	 	2.3.5	 	In no event shall the Earn-Out Amount exceed €700,000 in the aggregate. The
Earn-Out Amount, if any, shall be paid to the Sellers, on a pro rata basis




8









 






	 	 	 	in
accordance with their respective Shares, within ten business days following the date of
the final determination of the Earn-Out Amount in accordance with Article 2.3.7. The
parties hereto agree that no interest shall accrue on, or be due and payable with
respect to, any Earn-Out Amount.






	 	2.3.6	 	Sellers acknowledge and agree that Purchaser shall make business decisions
that it believes are in the best interests of the Company, the Purchaser and
Purchaser’s overall business and financial affairs and that Purchaser shall not be
required to act in a manner that Purchaser does not believe is in its or the Company’s
best interests, in order to achieve or maximize the Earn-Out Amount and Purchaser has
given no assurance or representation to Sellers that any Earn-Out Amount will be
achieved.
	 
	 	2.3.7	 	Within 75 days following April 30, 2011, the Purchaser shall prepare and
deliver to Sellers a copy of the unaudited financial statements of the Company for the
twelve month period ended April 30, 2011 along with a statement setting forth the
Purchaser’s calculation of the Earn-Out Amount, if any, and financial data related to
the Company’s EBIT and Turnover (the “Earn-Out Statement”). The Purchaser shall
deliver and furnish to Sellers any other supporting or underlying documentation
pertinent to the calculation of the Earn-Out Amount included in the Earn-Out Statement
as may be reasonably requested by the Sellers. If within 30 days after the Earn-Out
Statement is delivered to the Sellers, the Sellers shall not have given written notice
to the Purchaser setting forth in reasonable detail any objection to the Earn-Out
Amount, then such determination of the Earn-Out Amount shall be final and binding on
the parties. If the Sellers, within such 30 day period following delivery of the
Earn-Out Statement, shall give written notice to the Purchaser setting forth in
reasonable detail any objection to such determination of the Earn-Out Amount, the
Purchaser and the Sellers shall endeavor to reach agreement within the ten business day
period following the receipt by the Purchaser of any notice of objection. If the
parties are unable to reach agreement within such ten business day period, then the
matter shall be submitted to the Independent Accountants for determination of the
Earn-Out Amount, which determination shall be final and binding on the Purchaser and
Sellers. In connection with the resolution of any dispute described herein, each party
shall pay its own fees and expenses, including its own legal, accounting and consulting
fees and expenses and except at provided in Article 2.2.3, the cost and expense of the
Independent Accountants shall be borne equally by the Purchaser and the Sellers (in
each case, jointly and severally).






	3.	 	CONDITIONS PRECEDENT INTENTIONALLY DELETED.
	 
	4.	 	CLOSING
	 
	4.1	 	Closing Date
	 
	 	 	Closing shall take place on the date of this Agreement (hereinafter called “the Closing
Date”).
	 
	4.2	 	Documents to be delivered to the Purchaser




9









 






	 	 	On the Closing Date, the following documents shall be delivered by the Sellers to the
Purchaser:






	 	4.2.1	 	duly executed share transfer forms (ordres de mouvement) in respect of all of
the Shares in favor of such person or persons as the Purchaser may specify and duly
completed and executed tax forms No. 2759 (acte de cession de droits sociaux mon
constaté par un écrit”)
	 
	 	4.2.2	 	a certified copy of the decision of the shareholders of the Company approving
the Purchaser and such other persons or corporations as the Purchaser may specify as
shareholders of the Company;
	 
	 	4.2.3	 	the shareholder accounts of the Company together with the Transfer Register in
both cases up-to-date to record the transfers made pursuant to the share transfer forms
referred to in Article 4.2.1 hereof;
	 
	 	4.2.4	 	the complete minute books of the president, the General Manager (gérance) and
shareholders’ meetings of the Company in all cases up to date together with the
attendance book in respect of president and general manager meetings and the relevant
attendance sheets and proxies in respect of shareholders’ meetings;
	 
	 	4.2.5	 	a Release Agreement from each Seller in the form of Exhibit B attached hereto,
duly executed by such Seller;
	 
	 	4.2.6	 	a Management Agreement between Pressetel and the Company in the form of
Exhibit C attached hereto, duly executed by M. Hamel on behalf of both Pressetel and
the Company;
	 
	 	4.2.7	 	the articles of association of the Subsidiary evidencing that the Company is
the record owner of all of the Subsidiary’s Shares;
	 
	 	4.2.8	 	a Release Agreement from each former shareholder of the Subsidiary in the form
of Exhibit D attached hereto, duly executed by such former shareholder and by Mr. Hamel
on behalf of the Subsidiary;
	 
	 	4.2.9	 	the bank guaranty referenced in Article 7; and
	 
	 	4.2.10	 	The Riorges Lease Amendment signed by the landlord and tenant thereof, in the form of
Exhibit E attached hereto.






	4.3	 	Appointment of the President and Assistance of Pressetel
	 
	 	 	At the Closing Date the Sellers shall ensure that such board and/or shareholders’ meetings
of the Company are held as the Purchaser may request to effect the
appointment of such persons as the Purchaser may require as members of the supervisory board
of the Company and as President of the Company.
	 
	 	 	Furthermore, the Sellers shall cause Pressetel to enter into a Management Agreement with the
Company on the Closing Date in the form attached hereto as Exhibit C. The Management
Agreement shall provide that the reasonable expenses the President incurs may be reimbursed
to it upon presentation of supporting documents; that the one-




10









 






	 	 	year period may continue by
renewal by tacit agreement for a period of one year whose mains terms, including
compensation, are to be agreed upon between the parties; and that Pressetel shall cause its
representatives or employees, including Mr. Jacques Hamel, to cooperate with all reasonable
requests of Purchaser with respect to Purchaser’s or its Affiliate’s securities law filings,
and in that regard Pressetel shall acknowledge and agree that during the one year term it
shall cause its officers and employees to give Purchaser access to all financial information
applicable to the Company and the Subsidiary, to be available to answer questions regarding
the Company and the Subsidiary and to sign representation letters with respect to audited
financial statements for the Company and/or the Subsidiary, which audited statements will be
prepared in accordance with U.S. GAAP principles. The Management Agreement shall also
provide that unless Pressetel is terminated or dismissed as President for “Cause”, which
shall include only (i) the conviction of Pressetel or of any officer, representative or
employee of Pressetel of a crime, (ii) the failure of any officer or employee of Pressetel
to work full-time for the Business or (iii) any breach of the Management Agreement
(including the cooperation provisions referenced herein) or Article 8 of this Agreement, it
shall continue to receive the remainder of the gross remuneration fee through the end of the
first year following the Closing Date (the “Termination Indemnity”). However, all such
payments will cease if either (a) Pressetel terminates or resigns from its functions or
duties under the Management Agreement, (b) Mr. Hamel ceases to be Pressetel’s legal
representative, (c) Mr. Jacques Hamel terminates his employment or other relationship with
Pressetel voluntarily, whether as a result of death, disability, retirement or otherwise or
(d) Pressetel is terminated for “Cause” (as such term is defined in this Article 4.3). For
the avoidance of doubt, in light of its status of President of the Company Pressetel can be
dismissed at will (ad nutum), and in this respect, the only indemnification it may be
entitled to in case of dismissal is the Termination Indemnity due in case of termination
without “Cause”.






	4.4	 	Refunding of the current accounts of Mr. Jacques Hamel and Ms. Martine Perron
	 
	 	 	At the Closing Date the Company has refunded the shareholders’ currents accounts (in an
amount not to exceed the amount booked as liabilities of the Company on the Estimated
Balance Sheet) held by Mr. Jacques Hamel and Ms Martine Perron in the Company which amounts
are EUR 73,197 in the aggregate.






	5.	 	SELLERS’ OBLIGATIONS PENDING CLOSING INTENTIONALLY DELETED.
	 
	6.	 	REPRESENTATIONS AND WARRANTIES
	 
	6.1	 	The Guarantors’ representations and warranties
	 
	 	 	Jacques Hamel and Martine Perron (the “Guarantors”) make the representations and give the
warranties (the “Representations and Warranties”) set forth below:






	 	6.1.1	 	Corporate existence and capitalization of the Company and the Subsidiary
	 
	 	6.1.1.1	 	the Company DATA PRESSE is a duly organized société par actions simplifiée, validly
existing under the laws of France whose registered office is at 137 rue du 8 mai 1945 –
42153 Riorges, registered with the Commercial and Companies Registry of Roanne under
number 400 631 990 and whose 




11









 






	 	 	 	registered capital is EUR 200,000 divided into 8,000
shares of EUR 25 each. The Company DATA PRESSE was previously a société à
responsabilité limitée and was validly transformed in accordance with applicable law
from the corporate form of a société par actions simplifiée on January 4, 2010;






	 	6.1.1.2	 	The Subsidiary ARCHIPEL PRODUCTION is a duly organized société à responsabilité
limitée validly existing under the laws of Morocco whose registered office is at 7 rue
Assilah, Casablanca, Morocco under number 175369 and whose registered capital is MAD
250,000 divided into 1000 shares of MAD 250 each. The share capital of the Subsidiary
was validly increased from MAD 100,000 to MAD 250,000 as of April 2, 2010;
	 
	 	6.1.1.3	 	a certified true and up-to-date copy of the Company’s statuts and of the
Subsidiary’s statuts are attached as Schedule 4 hereto; the minutes and other corporate
records of the Company and of the Subsidiary are accurate and up-to-date; the Company’s
filings with the Commercial and Companies Registry and the Subsidiary’s filings with
the Companies Registry are complete and up-to-date in all respects; the k-bis excerpt
(company good-standing sheet) from the Commercial and Companies Registry of Roanne
dated April 8, 2010 regarding the Company and the modèle 7 (company good-standing
sheet) from the Companies Registry of Casablanca dated April 12,2010 regarding the
Subsidiary and attached hereto as Schedule 5 is true and accurate;
	 
	 	6.1.1.4	 	the Company is not in a state of insolvency or in suspension of payments (cessation
des paiements) and is not and has never been subject to a court-ordered reorganization
or court-ordered liquidation proceedings or any other conciliation (règlement amiable)
or collective bankruptcy proceedings provided for by the titre 1er du Livre
VI of the commercial code. The Company is not in mandate ad hoc and has not requested a
grace period in application of Article 1244-1 of the French Civil Code;
	 
	 	6.1.1.5	 	the Company (i) has the corporate power and authority and holds all governmental and
other authorizations and permits to own all of its properties and other assets and to
carry on its business as it is currently being conducted, and (ii) is in compliance
with all laws and regulations to which it is subject. The Company is not in default
with respect to any judgment or order of any court, arbitral tribunal or government
department or agency;
	 
	 	6.1.1.6	 	the Company is not directly or indirectly a member of any partnership, joint
venture, economic interest group or any other organization or structure having
unlimited liability and does not have any branches, agencies or permanent
establishments outside of France;
	 
	 	6.1.1.7	 	except as set forth in Schedule 6, the Company has not (i) held any shares in any
corporation or other entity, or subscribed for such shares or (ii) exercised any
mandate as board member or manager of any corporation or other entity or (iii) acted as
de facto manager of any corporation or other entity.
	 
	 	6.1.2	 	The Shares




12









 












	 	6.1.2.1	 	The Shares represent all of the Company’s share capital and are fully paid in and
are freely transferable
	 
	 	6.1.2.2	 	there exists no agreement or undertaking pursuant to which any person is or could
become entitled to request the issue of new shares by the Company. The Company has not
issued any securities which could give rise to a capital increase or the issue of
securities granting the right to any amount which the Company may distribute or voting
rights or which could result in any limitation of the rights attached to the Shares;
	 
	 	6.1.2.3	 	each of the Sellers has full and valid title to those of the Shares set out across
from his name in Schedule hereto, free from any lien, charge or encumbrance or any
other third party rights, and at the Closing Date such title shall be validly
transferred to the Purchaser or to such person or persons as the Purchaser may specify.
All the authorizations which must be obtained prior to the transfer of the Shares, in
application of the Company’s statuts and the law, have been or will, at the Closing
Date, have been obtained.
	 
	 	6.1.2.4	 	Sellers collectively own, beneficially and of record, 100% of the Shares. Each
Seller’s ownership of the Shares is as set forth on Schedule 8. No subscription,
warrant, option, convertible security or other right (contingent or otherwise) to
purchase or acquire any Shares is authorized or outstanding. The Company has no
obligation (contingent or otherwise) to issue any subscription, warrant, option,
convertible security or other such right or to issue or distribute to holders of any
Shares any evidences of indebtedness or assets of the Company. The Company has no
obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any
Shares or any interest therein or to pay any distribution in respect thereof. There
are no outstanding or authorized share appreciation, phantom equity or similar rights
with respect to the Company. All of the issued and outstanding Shares were offered,
issued and sold by the Company in compliance with applicable laws.
	 
	 	6.1.3	 	Effects of the Transfer of the Shares
	 
	 	6.1.3.1	 	To the best of the Guarantors’ knowledge, the transfer of the Shares to or in
accordance with the Purchaser’s instructions will not result in:






	 	(i)	 	any breach of any agreement or undertaking by the Company
or the Company’s organizational documents;
	 
	 	(ii)	 	the violation of any legal requirements applicable to the
Company or the Sellers;
	 
	 	(iii)	 	the violation of, conflict with, breach of, default
under (whether with or without notice or the lapse of time or both),
acceleration of the performance required by, or right to terminate, any
contract or permit binding upon or applicable to the Company or the Sellers;
or
	 
	 	(iv)	 	the creation of any lien on any of the Shares or on any
of the assets of the Company.




13









 












	 	 	 	Except for the contracts listed in Schedule 3.
	 
	 	6.1.4	 	Financial Statements of the Company and the Subsidiary
	 
	 	6.1.4.1	 	Copies of (i) the balance sheet, profit and loss account, and appendices of the
Company as at September 30, 2009 (the “Company Balance Sheet Date”) certified by the
statutory auditor of the Company (the “Company Financial Statements”) and (ii) the
balance sheet, profit and loss account, and appendices of the Subsidiary as of December
31, 2009 (the “Subsidiary Balance Sheet Date”) certified by an officer of the
Subsidiary (the “Subsidiary Financial Statements”; and together with the Company
Financial Statements, the “Financial Statements”) are annexed as Schedule 7;
	 
	 	6.1.4.2	 	the Financial Statements were prepared in accordance GAAP, consistently applied;
	 
	 	6.1.4.3	 	the Financial Statements were prepared in the form required by relevant law and show
a true, accurate and fair view of the financial situation, results and operations of
the Company for the financial period ended on the Company Balance Sheet Date and for
the Subsidiary for the financial period ended on the Subsidiary Balance Sheet Date;
	 
	 	6.1.4.4	 	at the Company or Subsidiary Balance Sheet Date, as applicable, neither the Company
nor the Subsidiary had liabilities or obligations other than those set out, or for
which adequate provision has been made, in the Financial Statements;
	 
	 	6.1.4.5	 	the depreciation and other provisions accounted for in the Financial Statements are
sufficient, have been determined in accordance with applicable legislation and are
conservative;
	 
	 	6.1.4.6	 	on the Closing Date there are no liabilities of the Company or the Subsidiary of any
kind whatsoever, whether accrued, contingent, absolute, determined, determinable or
otherwise, and there is no existing condition, situation or set of circumstances which
would reasonably be expected to result in such a liability, other than (a) liabilities
provided for in the Financial Statements and (b) liabilities which have arisen since
the Company or Subsidiary Balance Sheet Date, as applicable, in the ordinary course of
business;
	 
	 	6.1.4.7	 	all the accounts, books and records of the Company and the Subsidiary have been
fully, properly and accurately kept and completed. They give a true,
complete and fair view of the financial, contractual and business situation of
the Company and the Subsidiary, as applicable, fixed and current assets and
liabilities (actual and contingent), debtors, creditors and inventories and work
in progress of the Company and the Subsidiary, as applicable.
	 
	 	6.1.5	 	Payables and Receivables
	 
	 	 	 	The estimated interim accounts at March 31, 2010 set out in Exhibit A contain (i)
all trade payables and accrued expenses of the Company incurred in the ordinary
course of business that are currently due and owing, and (ii) any other
liabilities incurred by the Company that are currently due and owing are




14









 






	 	 	 	set out
in Exhibit A. The trade and other receivables of the Company or the Subsidiary
as shown in the Financial Statements and any receivables which have arisen since
the applicable Balance Sheet Date are valid and have been recovered, or are
recoverable in full (subject, in the case of receivables shown in the Financial
Statements, to any provision for bad and/or doubtful debts appearing therein).
	 
	 	6.1.6	 	Taxes
	 
	 	6.1.6.1	 	The provisions for taxes and the provisions for social and parafiscal charges
(including, but not limited to, social security contributions, and contributions to
complementary welfare and pension schemes) which appear in the Financial Statements are
sufficient for the payment of all taxes, social and parafiscal charges due or accrued
at the Company or Subsidiary Balance Sheet Date, as applicable, (regardless of the date
of the event which is the origin of the taxes, social or parafiscal charges and
regardless of the date on which payment thereof is due). Each of the Company and the
Subsidiary has filed all national, departmental and local tax and social declarations
at the required time and has kept copies of the originals filed. All State,
departmental and local taxes, and duties (including, but not limited to, corporation
tax, value added tax, business tax, registration tax, land tax and customs duties) and
all social and parafiscal charges owed by the Company or the Subsidiary or payable at
the date hereof have been paid within the legal time limits;
	 
	 	6.1.6.2	 	each of the Company and the Subsidiary has withheld all tax and/or social or
parafiscal charges to be withheld by it in respect of wages, license fees, interest or
any other sum payable by it.
	 
	 	6.1.7	 	Ownership of Assets
	 
	 	6.1.7.1	 	Each of the Company and the Subsidiary has full and unencumbered title to all of its
assets including its on-going business. All tangible assets (both real estate and
otherwise) are properly constructed and in good condition, subject only to normal wear
and tear, and have been consistently and properly maintained. None of such tangible
assets is out of order or has any apparent defect which prevents or could prevent its
use in the future in accordance with the purpose for which it was intended;
	 
	 	6.1.7.2	 	to the best of the knowledge of the Guarantors, each of the Company and the
Subsidiary conducts its business and uses its assets in accordance with all legal or
regulatory requirements, particularly with regard to health and safety.
	 
	 	6.1.7.3	 	Each of the Company and the Subsidiary owns, leases or otherwise has the right to
use, without charge, all tangible and intangible assets necessary for the conduct of
its business as presently conducted. The Company’s tangible assets are reflected in
Schedule 9A and the Subsidiary’s tangible assets are reflected in Schedule 9B.
	 
	 	6.1.8	 	Leases
	 
	 	6.1.8.1	 	Attached to Schedule 10 are true, correct and complete copies of all lease
agreements to which either the Company or the Subsidiary is a party whether 




15









 






	 	 	 	as lessor
or lessee (the “Leases”), which Leases include an executed amendment (for the Riorge
property) in the form attached hereto as Exhibit D, which the lessor and the lessee
accept to reduces the term of such Lease to two (2) years from the Closing Date (the
“Riorges Lease Amendment”) and to grant the lessee an option to extend the term of the
lease for an additional two (2) years.
	 
	 	6.1.8.2	 	each of the Leases of real or personal property to which the Company or the
Subsidiary is a party, either as lessor or lessee, is valid and enforceable in
accordance with its terms and no consent of any lessor is required to maintain such
Leases in full force and effect following the transfer of the Shares as contemplated by
this Agreement. Save as set out in Schedule 10 none of the Leases contains any unusual
provisions;
	 
	 	6.1.8.3	 	no notice to terminate has been given to the Company in respect of any of the Leases
and to the best of the knowledge of the Guarantors the Company has not been responsible
for any act or omission which could justify the lessor in terminating any such Lease.
	 
	 	6.1.9	 	Intellectual Property
	 
	 	6.1.9.1	 	Schedule11 contains a list of the patents, trademarks, trade names, domain names,
websites, copyright, logos, designs, software and other intellectual property rights
(hereinafter called “the Rights”) used by either the Company or the Subsidiary. The
Rights are owned by the Company or the Subsidiary free from any charge or encumbrance
save as specified in said Schedule 12 or are used pursuant to valid licenses from third
parties of which details are given in said Schedule11;
	 
	 	6.1.9.2	 	to the best of the Guarantors’ knowledge, neither the Company nor the Subsidiary has
infringed, and neither the Company nor the Subsidiary does infringe upon, any right
belonging to any third party relating to any patent, trademark, trade name, copyright,
logo, design or software or any other intellectual property rights belonging to third
parties;
	 
	 	6.1.9.3	 	none of the directors or employees of the Company or the Subsidiary owns, directly
or indirectly, in whole or in part, any patent, trademark or other intellectual or
industrial property right to which the Company or the Subsidiary has a license or which
are necessary or desirable for its commercial activities as currently conducted;
	 
	 	6.1.9.4	 	each of the Company and the Subsidiary has the unfettered right to use its corporate
name, to which it has full title and enjoyment, without paying any royalty to a third
party.
	 
	 	6.1.10	 	Contracts
	 
	 	6.1.10.1	 	Set forth in Schedule 13 hereto is a list of all the contracts, commitments,
agreements and guarantees or other undertakings to which the Company or the Subsidiary
is a party which (i) account for more than 10 per cent of the turnover of the Company
or the Subsidiary for the financial period ended on




16









 






	 	 	 	the Closing Date; or (ii) are for a
period of more than 24 months; or (iii) provide for capital expenditure or the disposal
of capital assets for an aggregate amount in excess of EUR 15,000; or (iv) contain any
exclusivity commitment by, or for the benefit of, the Company or the Subsidiary; or
(v) contain any commitment by any party not to compete with any other; or (vi) are
otherwise material to the management, development and marketing of the Company or the
Subsidiary (hereinafter called “Material Contracts”);
	 
	 	6.1.10.2	 	to the best of the Guarantors’ knowledge, neither the Company nor the Subsidiary
(i) has entered into any Material Contract which gives rise to duties or liabilities
which are unusual in relation to the normal rules of proper management of a commercial
enterprise, and (ii) is in breach of any of its obligations under any Material
Contract;
	 
	 	6.1.10.3	 	to the best of the knowledge of the Guarantors, all contracts, agreements or
arrangements, whether written or verbal, to which the Company or the Subsidiary is a
party represent valid and enforceable obligations. No such contract, agreement or
arrangement has been entered into in violation of applicable laws or regulations and
the Company, the Subsidiary and the other contracting parties have respected their
obligations thereunder. Such contracts, agreements or arrangements were entered into in
the ordinary course of business, are valid, and are not liable to be declared null and
void;
	 
	 	6.1.10.4	 	to the best of the Guarantors’ knowledge, the transfer of the Shares on the Closing
Date will not result in the accelerated maturity of any loan or guarantee agreement or
any other payment to be made to any third party under any other contract or arrangement
to which the Company or the Subsidiary is a party, or require the consent of any third
party to the continuing effectiveness of any Material Contract;
	 
	 	6.1.10.5	 	to the best of the Guarantors’ knowledge, the execution and performance of this
Agreement (i) do not and will not result in the termination of any Material Contract or
any other instrument or arrangement to which either the Company or the Subsidiary is a
party or by which any of them may be bound or affected, (ii) do not and will not
conflict with or result in any violation or breach by the Company or the Subsidiary
under any Material Contract or other instrument or arrangement, and (iii) will not
grant to any other contracting party the right to terminate or modify any such Material
Contract or other instrument or arrangement;
	 
	 	6.1.10.6	 	neither the Guarantors, the Company or the Subsidiary have received any notice
whatever pursuant to which any of the 10 largest customers or suppliers or lenders of
the Company or the Subsidiary has disclosed its intention to cease or substantially
reduce its commercial relationship with the Company or the Subsidiary, as applicable,
for any reason whatsoever including, without limitation, as a result of the transfer of
the Shares to the Purchaser or the transfer of the Subsidiary Shares to the Company;
	 
	 	6.1.10.7	 	neither the Company nor the Subsidiary is bound by any contract, commitment or
other arrangement directly or indirectly with any of the Sellers or any legal entity
controlled by any of them except for the Riorges lease.




17









 












	 	6.1.11	 	Personnel
	 
	 	6.1.11.1	 	Set out in Schedule 14 are:






	 	(i)	 	a list of all the employees of the Company and the
Subsidiary including their duties, the nature of the contract (indefinite or
fixed term), their age, seniority and current annual remuneration (including
any right to bonus, benefits in kind, profit sharing and any departure or
retirement indemnities) and, for persons having an employment contract for a
definite period, the date of expiration of the contract;
	 
	 	(ii)	 	a list of all pension benefits offered by the Company or
the Subsidiary to any of its present or former employees or corporate
officers all of which benefits are, save as mentioned in Schedule 14, fully
funded;
	 
	 	(iii)	 	a list of temporary personnel, of outside collaborators,
of sales representatives (VRPs) and any other persons who do not have the
status of salaried employees but who regularly collaborate in the operations
of the Company or the Subsidiary;
	 
	 	(iv)	 	a list of the collective bargaining and other collective
agreements applicable to the personnel of the Company and the Subsidiary
(including any agreement relating to bonuses, pensions, deferred
remuneration, profit sharing or share option schemes); and
	 
	 	(v)	 	a copy of all of the welfare and healthcare benefit
contracts.






	 	6.1.11.2	 	none of the employees or corporate officers of the Company or the Subsidiary is
entitled to any benefits that are unusual in the light of the prevailing industry
standards in the place of employment of such employee or officer and no employee or
director of the Company or the Subsidiary;
	 
	 	6.1.11.3	 	to the best of the knowledge of the Guarantors none of the employees of the Company
or the Subsidiary has made it known that he intends to terminate his employment
agreement;
	 
	 	6.1.11.4	 	there have been no strikes, lock-outs, sit-ins or other industrial action at any of
the premises of the Company or the Subsidiary during the 24 months prior to
the date hereof and the Sellers have no knowledge of any such industrial action
being threatened or pending;
	 
	 	6.1.11.5	 	the number of full-time equivalent employees of the Company and the Subsidiary is,
respectively, 49.45 and 16, and neither the Company nor the Subsidiary has (and would
not have if requested by any employee) any obligation to establish or permit a Work
Council, or to establish a profit-sharing plan for the Company’s or the Subsidiary’s
employees. To the best of the knowledge of the Guarantors, the Company could establish
a profit-sharing plan for the Company’s or the Subsidiary’s employees, from this fiscal
year, according to the applicable legal dispositions;




18









 












	6.1.11.6	 	The Company and the Subsidiary comply with the legislative and regulatory
provisions applicable to representation of the employees, particularly as concerns
creation of a Workers Council, establishment of programs for employee profit-sharing,
or creation of a Hygiene and Safety Committee. The Companies or their senior managers
have not been the object of any inquiry or proceedings relating to the offense of
hindrance of, or any proceedings resulting from a refusal to create or delay in,
creating a Workers Council, programs for employee profit-sharing, or establishment of a
Hygiene and Safety Committee. The Company and the Subsidiary have each filed all
social declarations before the competent authorities and at the required time with
respect to any person working or having worked for the Company or the Subsidiary.
	 
	6.1.11.7	 	The Company and the Subsidiary have respected the terms of the industry-wide
conventions and collective bargaining agreements that are legally applicable to it (and
of all the employment contracts they have concluded). They have complied with the
provisions of all group insurance plans and policies, and in particular the policies
concerning health, disability, death and legal retirement. None of the employees of
the Company and the Subsidiary benefit from conditions that are more favorable than
those provided by the collective bargaining agreement and by applicable law (droit
commun). No employee any longer holds any share subscription or purchase options
issued by any of the Company or the Subsidiary and more generally, any right of any
kind whatsoever that would enable him to purchase immediately or in the future any
            shares issued or to be issued by any of the Company and the Subsidiary.
	 
	6.1.11.8	 	The Company and the Subsidiary are not subject to any obligation of any nature
whatsoever (because of the effect of law or otherwise) to make payment to any person
for past services or in connection with termination of an employment contract that
would not be duly covered by provisions in the Financial Statements.
	 
	6.1.11.9	 	None of the employees or officers of the Company or the Subsidiary benefits from
provisions, in case of termination or dismissal, that would make the Company or the
Subsidiary subject to payment of amounts (i) exceeding the ones provided for by law and
any applicable collective bargaining agreements, or (ii) due to a “Golden Parachute”
provision. None of the Company’s or Subsidiary’s employees, except Ms Martine Perron,
is entitled to a pension or
other benefit at the time of his retirement exceeding what is provided for by law
and under the applicable collective bargaining agreements.
	 
	6.1.11.10	 	There have been no disputes during the last three complete years before the
Closing Date between the Company or the Subsidiary and any of their employees (past or
present), or any labor disputes with individuals which have led to a firm and final
settlement agreement during such three-year period except the disputes listed in
Schedule 14.
	 
	6.1.12	 	Insurance




19









 












	6.1.12.1	 	The business activities of the Company and the Subsidiary and all the assets owned,
leased or used by it are validly insured with reputable companies and the terms of the
policies are such as would be acceptable to a prudent entrepreneur carrying on a
similar business with similar assets. Brief details of the policies (copies of which
have been supplied to the Purchaser) are set out in Schedule 15;
	 
	6.1.12.2	 	to the best of the Guarantors’ knowledge, each of the Company and the Subsidiary
have fulfilled all of its obligations pursuant to the insurance policies, in particular
with respect to the declarations of risks and claims and the payment of premiums
relating to such policies. As at the date hereof neither the Company nor the
Subsidiary has received or given any notice of termination or non-renewal or received
any notice from any of the relevant insurance companies of their intention
substantially to increase the premiums due, or to raise the franchises or to reduce the
cover provided.
	 
	6.1.13	 	Environment
	 
	6.1.13.1	 	To the best of the Guarantors’ knowledge, the business activities of each of the
Company and the Subsidiary have always been and are currently operated in compliance
with the applicable laws and regulations in force concerning the protection of the
environment, and no product manufactured, assembled or sold or any service supplied by
the Company or the Subsidiary is in violation of such laws and regulations;
	 
	6.1.13.2	 	to the best of the Guarantors’ knowledge, each of the Company and the Subsidiary
have at all times obtained and complied with all authorizations, licenses and other
approvals required by the laws and regulations in force and has not received any
notification from any competent body to the effect that any such authorization, license
or approval has not been complied with or has been withdrawn.
	 
	6.1.14	 	Litigation
	 
	 	 	Save for the cases listed in Schedule 16, there is no current litigation,
arbitration, claim, administrative proceeding, administrative proceeding or
investigation or any other current action or proceeding whether as plaintiff or
defendant in relation to the Company, the Subsidiary or the Guarantors, and the
Guarantors are unaware of any facts which might give rise to any such action or
proceeding.
	 
	6.1.15	 	Absence of Changes
	 
	6.1.15.1	 	Since the Company Balance Sheet Date or the Subsidiary Balance Sheet Date, as
applicable, and pending the Closing Date there has not been and will not be in relation
to either the Company or the Subsidiary:






	 	(i)	 	any declaration or payment of any dividend or any other
distribution of profits or reserves, or the payment of any bonus or other
amount to the Guarantors or any other Company or Subsidiary employee or the
granting of any raise to any Company or Subsidiary employee except the
distribution of dividends decided on January 4, 2010 and the payments of the
bonus of the employees of the Company in December 2009 ;




20









 












	 	(ii)	 	any purchase or sale of securities, or any issue by the
Company of shares or other securities, rights or options to purchase or
subscribe shares in the Company or which are capable of granting the right
to acquire or subscribe securities which represent a share in the capital of
the Company;
	 
	 	(iii)	 	the assumption of an obligation or liability other than
current obligations or liabilities incurred in the normal course of
business;
	 
	 	(iv)	 	any guarantee surety or letter of comfort in respect of
the obligations of third parties;
	 
	 	(v)	 	any lien, security interest, pledge, mortgage, easement,
or other charge granted over any tangible or intangible assets;
	 
	 	(vi)	 	any action or event materially and adversely affecting
the Company, the Subsidiary, the Business, the Company’s assets, the Shares
or the Subsidiary Shares;
	 
	 	(vii)	 	the receipt of any license fees or other prepayment for
a period of more than one year;
	 
	 	(viii)	 	any transaction or capital expenditure (a) having a value in excess of
€20,000, that is outside the ordinary course of business of the Company
or the Subsidiary or (b) that is inconsistent with the Company’s or the
Subsidiary’s practices prior to the Balance Sheet Date, except the
acquisition of the Shares of the Subsidiary.






	6.1.16	 	Lists






	6.1.16.1	 	Set out in Schedule 17 are lists showing in relation to the Company and the
Subsidiary:






	 	(i)	 	the name and address of each person who has received
general or special powers.






	6.1.17	 	Absence of Certain Business Practices
	 
	 	 	None of the Sellers, the Company, the Subsidiary nor any other affiliate or agent
of the Sellers, the Company or the Subsidiary, or any other person acting on
behalf of or associated with the Company or the Subsidiary, acting alone or
together, has (a) received, directly or indirectly, any rebates, payments,
commissions, promotional allowances or any other economic benefits, regardless of
their nature or type, from any customer, supplier, employee or agent of any
customer or supplier to obtain favorable treatment in securing business from the
Company or the Subsidiary; or (b) directly or indirectly given or agreed to give
any money, gift or similar benefit to any customer, supplier, employee or agent
of any customer or supplier, any 




21









 






	 	 	 	official, employee or agent of any government
(domestic or foreign), or any political party or candidate for office (domestic
or foreign), or other person who was, is or may be in a position to help or
hinder the business of the Company or the Subsidiary (or assist the Company or
the Subsidiary in connection with any actual or proposed transaction).






	6.1.18	 	Products, Services and Authorizations
	 
	 	 	Schedule 18 sets forth a list of all of the products and services developed by
the Company or the Subsidiary, or otherwise sold or licensed by the Company or
the Subsidiary. Each such product or service has been designed, manufactured or
serviced, and as of the date hereof operates, in accordance with in all material
respects (i) the specifications set forth in the manuals for such product or
service, and (ii) the provisions of all legal requirements.






	 	(i)	 	None of the Company’s or the Subsidiary’s material
products or services (i) contain any bug, defect or error that affects the
use, functionality or performance of such product or service; or (ii) fails
to materially comply with any applicable warranty or other contractual
commitment relating to the use, functionality or performance of such product
or service or any product, service or system containing or used in
conjunction with such product or service.
	 
	 	(ii)	 	There are no claims existing or threatened under or
pursuant to any warranty, whether express or implied, on products or
services sold by the Company or the Subsidiary.






	6.1.19	 	Customers and Suppliers
	 
	 	 	Except as set forth in Schedule 19, none of the current customers of the Company
or the Subsidiary that are a party to a contract has indicated in writing to the
Company or the Subsidiary from October 1st, 2009 until the closing
date that it intends to terminate its contract to receive services or products
from the Company or the Subsidiary. No material supplier or exclusive supplier
of the Company or the Subsidiary that is a party to a contract has indicated in
writing to the Company or the Subsidiary within the past year that it intends to
terminate its contract with the Company or the Subsidiary.






	6.1.20	 	Banking Facilities
	 
	 	 	Schedule 20 identifies each bank, savings and loan or similar financial
institution in which the Company or the Subsidiary has an account or safety
deposit box and the numbers of the accounts or safety deposit boxes maintained by
the Company or the Subsidiary thereat and the names of all persons authorized to
draw on each such account or to have access to any such safety deposit box
facility, together with a description of the authority (and conditions thereof,
if any) or each such person with respect thereto.






	6.1.21	 	Compliance With Law
	 
	 	 	Each of the Company and the Subsidiary are and have been in compliance with all
applicable laws, rules, regulations and ordinances applicable to it; and





22









 











	 	 	 	no
notice of any failure to comply with any such applicable laws, rules, regulations
and ordinances have been received by the Company or the Subsidiary for the
two-year period prior to the Closing Date.
	 
	 	6.1.22	 	General






	 	 	 	All of the information contained in this Agreement, including the recitals and
the Schedules hereto, is complete and accurate in all material respects.
	 
	 	6.1.23	 	Authority Relative to this Agreement
	 
	 	6.1.23.1	 	The execution and performance of this Agreement by the Sellers do not and will not
conflict with or result in any violation or breach of, or any default under, any law or
any obligation of the Sellers or any of them or any other agreement to which any of
them is a party, nor is there any litigation current or pending involving any of the
Sellers which could prevent or hinder their execution and performance of this
Agreement.
	 
	 	6.1.23.2	 	the Sellers have full power, authority and right to enter into this Agreement and
to consummate the transactions contemplated hereby.
	 
	 	6.1.24	 	Compliance with the Moroccan foreign exchange control regulations.
	 
	 	 	 	The Sellers, the Company and the Subsidiary, and to the knowledge of the Sellers,
the former shareholders of the Subsidiary, are and have been in compliance with
any applicable Moroccan foreign exchange control regulations.






	6.2	 	Guarantors’ liability
	 
	 	 	The Guarantors and the Sellers recognize and accept that the Purchaser has entered into this
Agreement in reliance on the Representations and Warranties.
	 
	7.	 	INDEMNIFICATION
	 
	7.1	 	Guarantors’ undertaking
	 
	 	 	The Guarantors jointly and severally undertake to indemnify the Purchaser or the Company, as
applicable, by way of reduction in the Price or, and if the Purchaser in its absolute
discretion so wishes, by making good and holding harmless the Company and the Subsidiary for
the full amount of any damage, loss, liability or expense of any kind, including legal and
court fees, settlement amounts and loss of value (“Damage”) which results from:






	 	7.1.1	 	any failure of the Sellers to respect their obligations hereunder;
	 
	 	7.1.2	 	any inaccuracy, error or omission in the Representations and Warranties (and
in each case without regard to any knowledge or materiality qualifiers); and
	 
	 	7.1.3	 	any civil or criminal complaint or action with respect to Presshall’s alleged
ownership of all or any part of the Company’s or the Subsidiary’s data base.






	 	 	Notwithstanding, anything in this Article 7.1 to the contrary, with respect to matters that
are indemnified solely under Article 7.1.3 hereof, the amount of Damages for which




23









 






	 	 	Guarantors are responsible shall be limited to twenty-five percent (25%) of the total amount
of such Damages.






	7.2	 	Absence of Guarantors’ liability
	 
	 	 	The Guarantors shall not be liable to the Purchaser pursuant to Article 7.1:






	 	7.2.1	 	in respect of any single items of Damage of a value of less than EUR FIVE
THOUSAND (5,000) and any such items of Damage shall not be taken into account for the
purpose of determining whether or not the threshold referred to in Article 7.2.2 has
been reached; or
	 
	 	7.2.2	 	unless the aggregate Damage claimed in accordance with Article 7.3 (excluding
that referred to in Article 7.2.1) exceeds the sum of EUR SIXTY THOUSAND (60,000) and
then only in respect of such excess; or
	 
	 	7.2.3	 	for any amount in excess of twenty-five percent (25%) of the sum of (i) the
Price, after the adjustment required by Article 2.2 and (ii) the Earn-Out Amount
actually paid to the Sellers.






	7.3	 	Claim period
	 
	 	 	Save for claims in respect of fiscal, parafiscal or social security matters which may be
made up to thirty (30) days after the expiry of the relevant legal prescription period, or
claims for fraud, for which there is no time limit, any claim for indemnification pursuant
to Article 7.1 must be made not later than two years following the Closing Date by notice in
writing to the Sellers in accordance with Article 12 hereof. Such notice shall give brief
details of the relevant facts and an estimate of the Damage. Indemnification shall be due
if notice of the relevant facts is given within the relevant period even if the
quantification of the Damage does not take place until after the expiration of such period.
	 
	7.4	 	Intentionally Deleted
	 
	7.5	 	Third party claims
	 
	 	 	In the event that any Damage results from a demand or claim made by a third party the
Purchaser shall notify the Guarantors within thirty days of the Purchaser becoming aware of
the same (or such longer period as to which the Guarantors’ right to defend the
claim is not materially impaired) and the Guarantors, or their counsel, shall have access to
all relevant books and other documents of the Company concerning such a demand or claim, and
these shall be made available at the registered office of the Company or any other place
mutually agreed upon, subject to reasonable notice, and for a reasonable period. The
Guarantors shall have the right, at their own expense, to join in the defense or the
conclusion, by way of settlement or amicable agreement of any such demand or claim. The
Purchaser and the Company shall alone have the power to settle, negotiate or otherwise
conclude all matters concerning such demands or claims provided that the Purchaser shall act
and shall procure that the Company shall act in a reasonable manner (in the light of the
commercial interests of the Company) without regard to the fact that they may be able to
claim an indemnity for Damage from the Guarantors.




24









 












	7.6	 	Damage relating to a change in timing
	 
	 	 	Any Damage claimed by the Purchaser pursuant to Article 7.3 in respect of any tax liability
which constitutes a simple change in timing (e.g., deferring depreciation or a VAT
deduction) shall be limited to the financing cost to the Company resulting from such change
in timing.
	 
	7.7	 	Payment






	 	7.7.1	 	All payments due under this Article 7 shall be made within ten business days
from the date upon which notice of the Damage is given by the Purchaser to the
Guarantors under Article 7.3, or, if later, from the date on which the Damage is
quantified, provided, however, that no payment shall be due in respect of any claim
unless and until the Purchaser shall have given to the Guarantors and/or their advisors
full details of the claim, including all supporting documentation, and shall have given
to the Guarantors a reasonable period to assess the same.
	 
	 	7.7.2	 	At Closing, Sellers shall present to Purchaser a two-year bank guarantee, in
form and substance reasonably satisfactory to the Purchaser, in the initial amount of
€700,000, which amount may be drawn upon by Purchaser toward payment of any and all
Damage claims due hereunder. The amount of the bank guaranty shall be reduced to
€233,633 on the first anniversary of the Closing Date; but such reduction shall not
apply with respect to any claim for Damage presented to Guarantor on or before the
first anniversary of the Closing Date. If there is any claim that is not resolved at
the end of the two year period, the Purchaser can draw on the bank guaranty and hold
such funds in escrow.
	 
	 	7.7.3	 	Purchaser may, at its option, apply all or any portion of the Earn Out
Amounts, if any, due under Article 2.2 to offset any Damage due under this Article 7.






	8.	 	NON COMPETITION
	 
	8.1	 	Non-Competition, Non-Solicitation and Non-Disclosure.






	 	8.1.1	 	In order to induce the Purchaser to enter into this Agreement and to
consummate the transactions contemplated hereby, each of the Guarantors hereby jointly
and severally covenants and agrees as follows:
	 
	 	8.1.1.1	 	Such Guarantor shall not for a period beginning on the date hereof and ending on the
third anniversary of the date hereof (the “Non-Competition Period”), directly,
indirectly, or in concert with any other Person (including those Persons in actual
competition with Vocus, Inc. or the Company on the Closing Date, such as Business Wire,
Cision AB, Critical Mention, Inc., dna13 Inc., Dow Jones & Company, Durrants Ltd.,
Meltwater News, Moreover Technologies Ltd., PR Newswire Association LLC, TEKgroup
International, Inc., Thompson Reuters, any parent or subsidiary thereof, or any other
company or other business directly or indirectly engaged in providing Conflicting
Services: (A) acquire or have any interest in, whether as a proprietor, partner,
co-venturer, financier, or investor, any Person that directly or through a controlled
Affiliate, offers, solicits, provides, or engages in




25









 






	 	 	 	Conflicting Services; or (B) be
employed by or serve as director, officer, agent, representative, or consultant to any
Person that directly or through a controlled Affiliate, offers, solicits, provides, or
engages in Conflicting Services. Such Guarantor agrees that the market for the
Purchaser’s products and services is the European Union and Switzerland, so that this
Section 8.1 applies to their activities in the European Union and Switzerland.






	 	8.1.1.2	 	Such Guarantor shall not, during the Non-Competition Period, directly, indirectly,
or in concert with any other Person (including those Persons in actual competition with
Vocus, Inc. or the Company on the Closing Date, such as Business Wire, Cision AB,
Critical Mention, Inc., dna13 Inc., Dow Jones & Company, Durrants Ltd., Meltwater News,
Moreover Technologies Ltd., PR Newswire Association LLC, TEKgroup International, Inc.,
Thompson Reuters, any parent or subsidiary thereof, or any other company or other
business directly or indirectly engaged in providing Conflicting Services), whether as
a proprietor, partner, co-venturer, financier, investor, director, officer, employer,
employee, agent, representative, consultant or otherwise request, induce, or attempt to
induce any Customer to terminate its relationship with the Company or any of its
Affiliates (including the Purchaser).
	 
	 	8.1.1.3	 	Such Guarantor shall not, during the Non-Competition Period, directly, indirectly,
or in concert with any other Person (including those Persons in actual competition with
Vocus, Inc. or the Company on the Closing Date, such as Business Wire, Cision AB,
Critical Mention, Inc., dna13 Inc., Dow Jones & Company, Durrants Ltd., Meltwater News,
Moreover Technologies Ltd., PR Newswire Association LLC, TEKgroup International, Inc.,
Thompson Reuters, any parent or subsidiary thereof, or any other company or other
business directly or indirectly engaged in providing Conflicting Services), whether as
a proprietor, partner, co-venturer, financier, investor, director, officer, employer,
employee, agent, representative, consultant or otherwise offer employment to or solicit
(directly or indirectly, individually or in connection with any new employer or other
business partner) any individual who is an employee of the Company at Closing;
provided, however, the foregoing restrictions shall not apply to any employee who (i)
has been terminated after the Closing or (ii) responds to a general solicitation
through the media.
	 
	 	8.1.1.4	 	Such Guarantor shall not, during the Non-Competition Period, directly or indirectly
disparage the Purchaser, Vocus, Inc., the Company, the Subsidiary
or any of their Affiliates, or any of their respective products or service, or
any of their respective officers, directors, employees, shareholders or members.
	 
	 	8.1.2	 	Nothing contained in Section 8.1.1 above shall be deemed to prevent such
Guarantor from acquiring through market purchases and owning, solely as an investment,
less than two percent (2%) in the aggregate of any publicly-traded equity securities.
	 
	 	8.1.3	 	Such Guarantor acknowledges and agrees that the covenants provided for in
Section 8.1.1 are reasonable and necessary in terms of time, area and line of business
to protect the Purchaser’s, Vocus, Inc.’s, the Company’s, the Subsidiary’s or their
Affiliates’ trade secrets. Such Guarantor further acknowledges and agrees that such
covenants are reasonable and necessary





26









 











	 	 	in terms of time, area and line of business to
protect the legitimate business interests of the Purchaser and its Affiliates, which
include its interests in protecting the Purchaser’s, Vocus, Inc.’s, the Company’s, the
Subsidiary’s or their Affiliates’ (i) valuable confidential business information,
(ii) substantial relationships with customers throughout the world, and (iii) customer
goodwill associated with the ongoing business of the Purchaser, the Company, the
Subsidiary or their Affiliates. Such Guarantor expressly authorizes the enforcement of
the covenants provided for in Section 8.1.1 by (A) the Purchaser, Vocus, Inc., the
Company, the Subsidiary or their Affiliates, (B) the Purchaser’s permitted assigns, and
(C) any successors to the Purchaser, Vocus, Inc., the Company, the Subsidiary or their
Affiliates or the Purchaser’s, the Company, the Subsidiary or their Affiliates
business. The Parties agree that they have attempted to restrict such Guarantor’s
activities to a reasonable degree appropriate to protect the interests of the
Purchaser, Vocus, Inc., and the Company although they agree that others may disagree
about this determination. Therefore, the Parties agree that a court or other trier of
fact may modify and enforce these restrictions to the minimum extent deemed necessary
to be found reasonable. If a court declines to modify and enforce this Agreement as
provided above, the Parties agree that this Agreement will be automatically modified to
provide the Purchaser with the maximum protection of its business interests allowed by
law and the Guarantors agree to be bound by such Agreement as modified; but in no event
shall the Purchaser be entitled to greater rights than it has under this Agreement.
	 
	8.1.4	 	For purposes of this Agreement, “Conflicting Services” means any product,
service or process which competes with a product, service or process performed, offered
or owned by the Company or Vocus, Inc. as of the date hereof, including news clipping,
customized online newsrooms, media relationship management, news and press release
distribution services, news monitoring and analytics.
	 
	8.1.5	 	Following the date hereof and for a one-year period thereafter, Mr. Jacques
Hamel shall, in order to guarantee the compliance with the U.S. regulations applicable
to Vocus, Inc, execute and deliver such documents, and take such other actions, as
shall be reasonably requested by the Company or Vocus, Inc., which actions will include
requesting the Company’s independent auditors and other agents of the Company for the
period on or prior to April 16, 2010 to cooperate with Vocus Inc. in connection with
any audit,
investigation, dispute or litigation, tax return or any other reasonable business
purpose relating to the Company. Without limiting the generality of the
foregoing, Mr. Hamel shall provide such cooperation as the Company or Vocus, Inc.
may reasonably request from time to time in connection with any financial
statements of the Company, Vocus, Inc. or any Affiliate thereof for any period on
or prior to the date hereof required to be filed with the U.S. Securities and
Exchange Commission, including, without limitation, by executing and delivering
such management representation letters as may be required by the Company’s or
Vocus, Inc.’s auditors. As appropriate, Mr. Hamel will cause Pressetel to comply
with the requirements of this Article 8.1.5.





27









 











	9.	 	ASSIGNMENT
	 
	9.1	 	Personal contract
	 
	 	 	This Agreement is personal to the parties and cannot be assigned by any of them save that
the Purchaser may assign its rights hereunder to an Affiliate, and for all purposes of this
Agreement the term “Affiliate” shall mean any company which, directly or indirectly,
controls or is controlled by or is under the same control as the Purchaser and the term
“control” shall mean the ability to exercise or to procure the exercise, directly or
indirectly, of at least fifty per cent (50%) of the voting shares of a company.
	 
	9.2	 	Death or incapacity
	 
	 	 	In the event of the death or permanent mental incapacity of one or more of the Sellers this
Agreement shall be binding on his heirs and successors.
	 
	10.	 	EXPENSES
	 
	 	 	Each of the parties shall bear all the costs and expenses incurred by it in connection with
this Agreement and its execution including, but not limited to, the fees and disbursements
of any counsel, independent accountant or any other person whose services may have been used
by said party in relation hereto. The cost incurred for the preparation of the different
financial statements or estimated interim accounts at January 31, February 28, and March 31,
2010 shall be beared by Data Presse.
	 
	11.	 	CONFIDENTIALITY
	 
	11.1	 	Confidentiality of the transaction
	 
	 	 	The Sellers and the Purchaser undertake to hold in confidence and not to disclose to third
parties (except to their professional advisors and, in the case of the Purchaser, to any of
its associated companies as defined in Article 9.1) without the prior written consent of the
other the terms and conditions of the transaction contemplated hereby.
	 
	11.2	 	Announcements
	 
	 	 	All announcements by or on behalf of the parties hereto relating to the transaction
contemplated hereby shall be in terms agreed by the parties save that the Purchaser shall be
entitled to make such announcement as it thinks fit to comply with the regulations of any
Stock Exchange on which the Purchaser or any associated company
of the Purchaser may be quoted, or as may be required by any law applicable to Purchaser.
	 
	11.3	 	Obligations of the parties
	 
	 	 	If for any reason the transaction contemplated hereby is not completed, the obligations of
the parties pursuant to this Article 11 will remain in force for a period of three years
from the date hereof.
	 
	12.	 	NOTICES
	 
	12.1	 	Provision of notice




28









 






	 	 	Any notice required to be given hereunder shall be validly given if sent by registered
letter (with return receipt requested) or by fax, confirmed by such registered letter, or by
hand delivery against written acknowledgement of receipt to the addresses of the parties.
	 
	 	 	Notices shall be effective as or the date of receipt
	 
	12.2	 	Authority to accept notices
	 
	 	 	The Sellers irrevocably confer on Mr. Jacques Hamel, who accepts, the authority to accept
notices on behalf of all of them and notice given to Mr. Jacques Hamel shall be deemed to be
notice to all of them.
	 
	13.	 	CHOICE OF LAW AND JURISDICTION
	 
	13.1	 	Choice of law
	 
	 	 	This Agreement shall be governed by and construed in accordance with French law.
	 
	13.2	 	Jurisdiction
	 
	 	 	Any dispute arising in relation to this Agreement, its interpretation or execution shall be
submitted to the Commercial Court of Paris (France).
	 
	14.	 	WAIVERS
	 
	 	 	The failure by any party hereto promptly to avail itself in whole or in part of any right,
power or privilege to which such party is entitled pursuant to the terms of this Agreement
shall not constitute a waiver of such right, power or privilege which may be exercised at
any time. To be valid, waiver by any party hereto of any such right, power or privilege
must be in writing and notified to the other parties as provided herein.
	 
	15.	 	HEADINGS
	 
	 	 	The descriptive words or phrases at the head of the Articles are inserted only as a
convenience and for reference purposes and are not intended to in any way define, limit or
describe the scope or intent of the Articles which they precede.
	 
	16.	 	WHOLE AGREEMENT
	 
	 	 	This Agreement constitutes the entirety of the agreement between the parties with regard to
the subject matter hereof and supersedes any previous agreement or agreements whether verbal
or written with regard thereto.




29









 











PURCHASER:




For and on behalf of

Vocus Holdings B.V.




	 	 	 	 	 	 	 

	By:

	 	/s/ Stephen Vintz
	 	By:
	 	Equity Trust Co. N.V.
	 

	 	 	 	 	 	 
	Title:

	 	Managing Director A
	 	 	 	/s/ M.F. Fratila
	Date:

	 	April 16, 2010
	 	 	 	/s/ W.H. Kamphuijs
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	Managing Director B
	 

	 	 	 	Date:
	 	April 16, 2010







	 	 	 

	SELLERS:
	 	 
	 
	/s/ Jacques Hamel

	 	/s/ Julie Noirard
	 

	 	 
	Mr. Jacques Hamel

	 	Ms. Julie Noirard
	Date: April 16, 2010

	 	Date: April 16, 2010
	 
	 	 
	/s/ Martine Perron

	 	/s/ Clémentine Noirard
	 

	 	 
	Ms. Martine Perron

	 	Ms. Clémentine Noirard
	Date: April 16, 2010

	 	Date: April 16, 2010
	 
	 	 
	/s/ Eugénie Hamel

	 	/s/ Eric Noirard
	 

	 	 
	Miss Eugénie Hamel

	 	Mr. Eric Noirard
	Date: April 16, 2010

	 	Date: April 16, 2010
	 
	 	 
	/s/ Nicolas Hamel
	 	 
	 

	 	 
	Mr. Nicolas Hamel
	 	 
	Date: April 16, 2010