Exhibit 10.1


 


Date       October
1, 2014


 


Share
purchase agreement


 


relating to


 


ELEQT
Limited


 




    	 



    	 



    

  




	Contents


 


	Clauses	 	 
	1.	Interpretation	1
	2.	Sale and purchase	5
	3.	Purchase Price	5
	4.	Completion	6
	5.	Warranties	7
	6.	Forced sale of EFactor Shares	8
	7.	Limitations on Claims	8
	8.	Tax Covenant	10
	9.	Restrictive covenants	10
	10.	Confidentiality and announcements	13
	11.	Costs	15
	12.	Notices	15
	13.	General	17
	 	 	 
	Schedules	 
	 	 
	Schedule
    1      Particulars of Sellers	21
	 	 
	Schedule
    2      Particulars of the Company
    and the Subsidiaries	23
	 	 
	Schedule
    3      Completion	25
	 	 	 
	Part 1.	What the Sellers shall deliver to EFactor at Completion	25
	 	 	 
	Part 2.	Matters for the board meetings at Completion	26
	 	 	 
	Schedule
    4        Earn-out Consideration	27
	1	Definitions	27
	2.	Revenue Growth Amount	28
	3.	Gross Profit Margin Amount	28
	4.	Member Spend Growth Amount	29
	5.	Membership Growth Amount	29
	6.	Earn-out Consideration	29
	7.	Earn-out Statement and agreement of Earn-out Consideration	30
	8.	Expert determination	30
	 	 	 
	Schedule
    5        Warranties	33
	 	 	 
	Part 1.	General Warranties	33
	1.	Power to sell the Sale Shares	33
	2.	Shares in ELEQT and the Subsidiaries	33
	3.	Constitutional and corporate documents	34
	4.	Information	34
	5.	Compliance with laws	35
	6.	Licences and consents	35
	7.	Insurance	35
	8.	Powers of attorney	35


 




    	 



    	 



    

 


	9.	Disputes and investigations	36
	10.	Defective products and services	36
	11.	Customers and suppliers	37
	12.	Contracts	37
	13.	Transactions with the Sellers	38
	14.	Finance and guarantees	39
	15.	Liabilities	40
	16.	Effect of sale of Sale Shares	40
	17.	Insolvency	41
	18.	Accounts	42
	19.	Changes since Accounts Date	42
	20.	Financial and other records	43
	21.	Assets	43
	22.	Plant and equipment	44
	23.	Intellectual property	44
	24.	Information technology	46
	25.	Data protection	48
	26.	Employment	48
	27.	Retirement benefits	51
	28.	Property	51
	29.	Anti-corruption	53
	30.	Competition	53
	 	 	 
	Part 2.	Tax Warranties	54
	1.	General	54
	2.	Chargeable gains	55
	3.	Capital Losses	55
	4.	Distributions and other payments	55
	5.	Loan relationships	55
	6.	Close companies	55
	7.	Group relief	55
	8.	Groups of companies	55
	9.	Intangible assets	56
	10.	Company residence and overseas interests	56
	11.	Transfer pricing	56
	12.	Anti-avoidance	56
	13.	Value Added Tax	56
	 	 	 
	Schedule
    6      Tax Covenant	57
	1.	Interpretation	57
	2.	Covenant	59
	3.	Payment date and interest	60
	4.	Exclusions	61
	5.	Limitations	61
	6.	Savings	62
	7.	Corporation tax returns	62
	8.	Conduct of Tax Claims	62


 




    	 



    	 



    

 


	9.	Grossing up	63
	10.	General	63
	 	 	 
	Schedule
    7       Intellectual Property
    Rights	64
	 	 	 
	Part 1.	Registered Intellectual Property Rights	64
	 	 	 
	Part 2.	Material unregistered Intellectual Property Rights	64
	 	 	 
	Part 3.	Intellectual Property Rights licensed from third parties	64
	 	 	 
	Part 4.
    Intellectual Property Rights licensed to third parties 
	 	 	 
	Schedule 8	Information technology	65
	 	 	 
	Part 1.	Particulars of IT System	65
	 	 	 
	Part 2.	Particulars of IT Contracts	66
	 	 	 
	Schedule 9	The Properties	68
	 	 	 
	Schedule 10	The Seller Representative	69
	 	 	 
	Schedule 11	Provisions relating
    to EFactor Shares	71


 




    	 



    	 



    

 


DATE


 


2014


 


Parties


 


		(1)	The several
                                         persons whose names and addresses are set out in Part 1 of Schedule 1 (Sellers).



 


		(2)	The several
                                         persons whose names and addresses are set out in Part 2 of Schedule 1 (Managers).



 


		(3)	EFactor
                                         Group Corp., a corporation incorporated and registered
                                         in Nevada, USA whose principal executive office is at 605 Market Street, Suite 600, San
                                         Francisco, CA 94105, USA (EFactor).



 


Introduction


 


		(A)	ELEQT
                                         is a private company limited by shares incorporated in England and Wales.



 


		(B)	ELEQT
                                         has an issued share capital of £123.75 divided into 12,375
                                         ordinary shares of £0.01 each.



 


		(C)	Further
                                         particulars of ELEQT and of the Subsidiaries at the date of this agreement are set out
                                         in Schedule 2Schedule 2.



 


		(D)	Each
                                         Seller is the legal and beneficial owner of the legal and beneficial title to the number
                                         of Sale Shares set out opposite his name in Schedule 1.



 


		(E)	The
                                         Sellers have agreed to sell and EFactor 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.



 


Accounts:
the audited financial statements of ELEQT and the Subsidiaries as at and to the Accounts Date and 31 December 2012, comprising
the individual accounts of ELEQT and the Subsidiaries, and in the case of ELEQT, the consolidated group accounts of ELEQT and
the Subsidiaries, including in each case the balance sheet and profit and loss account for the 12 months period ending on such
dates together with the notes on them, the cash flow statement and the auditors' and directors' reports (copies of which are included
in the Disclosure Bundle).


 


Accounts
Date: 31 December 2013.


 


Business:
the business carried on by ELEQT and the Subsidiaries, namely a social media platform company targeting high net worth individuals.


 


Business
Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.


 


CAA
2001: the Capital Allowances Act 2001.


 


Claim:
a claim for breach of any of the Warranties or a claim under the Tax Covenant.


 


Combined
Membership: The Membership of both EFactor.com and Eleqt, Ltd.


 


Completion:
completion of the sale and purchase of the Sale Shares in accordance with this agreement.


 


Completion
Date: has the meaning given in clause 4.2.




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Completion
Consideration: 31,000,000 shares of EFactor Group Corp $0.001 par value common stock


 


Completion
Shares: 31,000,000 shares of EFactor Group Corp $0.001 par value common stock


 


Connected:
has, in relation to a person, the meaning given in section 1122 of the CTA 2010.


 


Control:
shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression change of Control shall be
construed accordingly.


 


CTA
2009: the Corporation Tax Act 2009.


 


CTA
2010: the Corporation Tax Act 2010.


 


Director:
the directors of ELEQT and its Subsidiaries named in Schedule 2.


 


Disclosed:
fairly disclosed (with sufficient details to identify the nature and scope of the matter disclosed) in or under the Disclosure
Letter.


 


Disclosure
Bundle: as defined in the Disclosure Letter.


 


Disclosure
Letter: the letter from the Warrantors to EFactor, in agreed form, with the same date as this agreement that is described
as the Disclosure Letter, including the Disclosure Bundle.


 


DPA
1998: the Data Protection Act 1998.


 


Earn-out
Consideration: the aggregate additional consideration (if any) payable for the Sale Shares as calculated in accordance with
Schedule 4.


 


EFactor.com:
E-Factor Corp a Delaware corporation located at 650 Market Street, Suite 600, San Francisco CA 94105, USA.


 


EFactor
Shares: shares of common stock of $0.001 each in the capital of EFactor Group
Corp.


 


EFactor's
Solicitors: Keystone Law of 53 Davies Street, London W1K 5JH.


 


ELEQT:
ELEQT Limited, a company incorporated and registered in England and Wales with company number 07865035 whose registered office
is at 29 Portland Place, London W1B 1QB, further details of which are set out in Part 1 of Schedule 2.


 


Employee:
has the meaning set out in paragraph 26.1 of Part 1 of Schedule 5.


 


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


 


FSMA:
the Financial Services and Markets Act 2000.


 


Group:
in relation to a company, that company, any subsidiary or any holding company from time to time of that company, and any subsidiary
from time to time of a holding company of that company. Each company in a Group is a member of the Group.


 


ICTA
1988: the Income and Corporation Taxes Act 1988.


 


IHTA
1984: the Inheritance Tax Act 1984.


 


Intellectual
Property Rights: has the meaning given in paragraph 23.1 of Part 1 of Schedule 5.


 


ITA
2007: the Income Tax Act 2007.




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ITEPA
2003: the Income Tax (Earnings and Pensions) Act 2003.


 


Leak
Out Agreement: the leak out agreement, in the agreed form, setting out certain limitations on the Sellers’ ability to
sell EFactor Group Shares.


 


Liability:
the amount of any Substantiated Claim plus the amount of any claim under the Tax Covenant that has been:


 


		(a)	agreed
                                         in writing by the parties to that claim, both as to liability and quantum; or



 


		(b)	finally
                                         adjudicated 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.



 


Management
Accounts: the unaudited consolidated balance sheet as at 31st July 2014 and the unaudited consolidated profit and
loss account of ELEQT and the Subsidiaries (including any notes thereon) for the period of 7 months ended 31st July
2014 (a copy of which is included in the Disclosure Bundle).


 


Manager
Entities: the Managers, Leaderstreight Ltd, Porsiencaso Ltd and Universe Consulting Ltd.


 


Properties:
the properties referred to in Schedule 9 and Property means any one of them or part or parts of any one of them.


 


Purchase
Price: the consideration for the Sale Shares to be paid by EFactor in accordance with clause 3.


 


Sale
Shares: the 12,375 ordinary shares of £0.01 each in ELEQT, all of which have been issued and are fully paid, and which
comprise the whole of the issued share capital of ELEQT.


 


Seller
Proportions: the proportions (expressed as a percentage) set out against the names of the Sellers in Schedule 1.


 


Seller
Representative: as defined in Schedule 10.


 


Sellers’
Warranties: each Warranty in paragraphs 1.1 to 1.5 (inclusive) of Part 1 of Schedule 5.


 


Subsidiaries:
the companies, details of which are set out in Schedule 2, each a Subsidiary.


 


Substantiated
Claim: a Claim that has been:


 


		(c)	agreed
                                         in writing by the parties to the Claim, both as to liability and quantum; or



 


		(d)	finally
                                         adjudicated by a court of competent jurisdiction and no right of appeal lies in respect
                                         of such adjudication, or the parties are debarred by passage of time or otherwise from
                                         making an appeal.



 


Tax
or Taxation: has the meaning given in paragraph 1.1 of Schedule 6.


 


Tax
Covenant: the tax covenant set out in Schedule 6.


 


Tax
Warranties: the Warranties set out in Part 2 of Schedule 5.


 


Taxation
Authority: has the meaning given in paragraph 1.1 of Schedule 6.


 


Taxation
Statute: has the meaning given in paragraph 1.1 of Schedule 6.


 


TCGA
1992: the Taxation of Chargeable Gains Act 1992.


 


TIOPA
2010: the Taxation (International and Other Provisions) Act 2010.




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TMA
1970: the Taxes Management Act 1970.


 


Transaction:
the transaction contemplated by this agreement or any part of that transaction.


 


US
GAAP: generally accepted accounting principles, standards and practices applied in the United States.


 


VATA
1994: the Value Added Tax Act 1994.


 


Warranties:
the warranties given pursuant to clause 5 and set out in Schedule 5.


 


Warrantors:
shall mean:


 


		(a)	in
                                         respect of all of the Warrantors’ Warranties and the Tax Covenant, the Manager
                                         Entities; and



 


		(b)	in
                                         respect of the Sellers’ Warranties, all of the Sellers.



 


Warrantors’
Warranties: all of the Warranties other than the Sellers’ Warranties.


 


$:
United States dollars.


 


		1.2	Clause,
                                         Schedule and paragraph headings shall not affect the interpretation of this agreement.



 


		1.3	References
                                         to clauses and Schedules are to the clauses of and Schedules to this agreement and references
                                         to paragraphs are to paragraphs of the relevant Schedule.



 


		1.4	The Schedules
                                         form part of this agreement and shall have effect as if set out in full in the body of
                                         this agreement. Any reference to this agreement includes the Schedules.



 


		1.5	A reference
                                         to this agreement or to any other agreement or document referred to in this
                                         agreement is a reference to this agreement or such other agreement or document as
                                         varied or novated in accordance with its terms from time to time.



 


		1.6	Unless the
                                         context otherwise requires, words in the singular shall include the plural and the plural
                                         shall include the singular.



 


		1.7	Unless the
                                         context otherwise requires, a reference to one gender shall include a reference to the
                                         other genders.



 


		1.8	A person
                                         includes a natural person, corporate or unincorporated body (whether or not having
                                         separate legal personality) and that person's personal representatives, successors and
                                         permitted assigns.



 


		1.9	A reference
                                         to a party shall include that party's personal representatives, successors and
                                         permitted assigns.



 


		1.10	A reference
                                         to a company shall include any company, corporation or other body corporate, wherever
                                         and however incorporated or established.



 


		1.11	A reference
                                         to a holding company or a subsidiary means a holding company or a subsidiary
                                         (as the case may be) as defined in section 1159 of the Companies Act 2006 and for the
                                         purposes only of the membership requirement contained in sections 1159(1)(b) and (c),
                                         a company shall be treated as a member of another company even if its shares in that
                                         other company are registered in the name of:



 


		(a)	another
                                         person (or its nominee), by way of security or in connection with the taking of security;
                                         or



 


		(b)	its
                                         nominee.



 


		1.12	A reference
                                         to the Sellers shall include a reference to each of them.



 


		1.13	A reference
                                         to writing or written includes fax and e-mail.





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		1.14	Any words
                                         following the terms including, include, in particular, for example
                                         or any similar expression shall be construed as illustrative and shall not limit
                                         the sense of the words, description, definition, phrase or term preceding those terms.



 


		1.15	Where the
                                         context permits, other and otherwise are illustrative and shall not limit
                                         the sense of the words preceding them.



 


		1.16	References
                                         to a document in agreed form are to that document in the form agreed by the parties
                                         and initialled by them or on their behalf for identification.



 


		1.17	A reference
                                         to a statute or statutory provision is a reference to it as amended, extended or re-enacted
                                         from time to time provided that, as between the parties, no such amendment, extension
                                         or re-enactment made after the date of this agreement shall apply for the purposes of
                                         this agreement to the extent that it would impose any new or extended obligation, liability
                                         or restriction on, or otherwise adversely affect the rights of, any party.



 


		1.18	A reference
                                         to a statute or statutory provision shall include all subordinate legislation made from
                                         time to time under that statute or statutory provision.



 


		1.19	Any reference
                                         to an English legal term for any action, remedy, method of judicial proceeding, legal
                                         document, legal status, court, official or any legal concept or thing shall, in respect
                                         of any jurisdiction other than England, be deemed to include a reference to that which
                                         most nearly approximates to the English legal term in that jurisdiction.



 


		1.20	Any obligation
                                         on a party not to do something includes an obligation not to allow that thing to be done.



 


		2.	Sale and
                                         purchase



 


		2.1	On the terms
                                         of this agreement, the Sellers shall sell and EFactor shall buy, with effect from Completion,
                                         the Sale Shares with full title guarantee free from all Encumbrances and together with
                                         all rights that attach (or may in the future attach) to the Sale Shares including, in
                                         particular, the right to receive all dividends and distributions declared, made or paid
                                         on or after the date of this agreement.



 


		2.2	Each Seller
                                         severally waives any right of pre-emption or other restriction on transfer in respect
                                         of the Sale Shares (or any of them) conferred on him under the articles of association
                                         of ELEQT or otherwise.



 


		2.3	EFactor
                                         is not obliged to complete the purchase of any of the Sale Shares unless the purchase
                                         of all the Sale Shares is completed simultaneously.



 


		3.	Purchase
                                         Price



 





	3.1	The
    Purchase Price is the aggregate of:







 


		(a)	the
                                         Completion Consideration, which shall be satisfied on Completion by the allotment and
                                         issue to each of the Sellers, credited as fully paid, of the Completion Shares in the
                                         Seller Proportions; and



 


		(b)	the
                                         Earn-out Consideration, which shall be calculated and satisfied in accordance with Schedule
                                         4.



 


		3.2	The provisions
                                         of Schedule 11 shall apply in relation to all EFactor Shares issued pursuant to this
                                         agreement.



 


		3.3	The Purchase
                                         Price shall be deemed to be reduced by the amount of any payment made to EFactor for
                                         each and any:



 


		(a)	Claim;
                                         or



 


		(b)	claim
                                         under the Tax Covenant.





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		4.	Completion



 


		4.1	Completion
                                         shall take place on the Completion Date via EchoSign (or at any other place or in any
                                         other method as may have been agreed in writing by the parties).



 


		4.2	In this
                                         agreement, Completion Date means the date of this agreement.



 


		4.3	At Completion:



 


		(a)	the
                                         Sellers shall:



 


		(i)	deliver
                                         or cause to be delivered to EFactor the documents and evidence set out in Part 1 of Schedule
                                         3;



 


		(ii)	procure
                                         that a board meeting of ELEQT and each of the Subsidiaries is held at which the matters
                                         set out in Part 2 of Schedule 3 are carried out; and



 


		(iii)	deliver
                                         any other documents referred to in this agreement as being required to be delivered by
                                         the Sellers; and



 


		(iv)	provide
                                         evidence of the working capital source for the next six months preceding the closing
                                         of the of the Transaction, with the following guidelines.



 


		(A)	Revenue
                                         collected, during the initial six (6) months along with direct costs associated with
                                         this incremental Revenue collected from EFactor.com will be attributed to the ELEQT P&L
                                         and can be contributed to ELEQT/EFactor.com working capital., fixed costs such as hosting
                                         expense and website maintenance will continue with EFactor Group Corp. until such time
                                         ELEQT has had an opportunity to review, 



 


		(B)	Unpaid
                                         parts of ELEQT agreed upon management team fees and unpaid expenses incurred for ELEQT/Efactor.com
                                         business during these six (6) months, will be accrued and paid out as cash flow allows,
                                         after the successful completion of the next substantial raise (defined as: greater than
                                         $2,000,000) in increments limited to 10% of net proceeds) or may be converted after six
                                         (6) months to common stock at the price per share on the Closing Date.



 


		(C)	During
                                         these six (6) months fees, expenses and out of pocket costs related to EFactor Group
                                         Corp or any group company other than the two social networking companies will be paid
                                         out in a normal fashion by those respective entities.



 


		(b)	EFactor
                                         shall (subject to the Sellers complying with their obligations in clause 4.3(a)):



 


		(i)	Instruct
                                         its Transfer Agent, Pacific Stock Transfer, to issue to the Seller Representative share
                                         certificates in respect of the Completion Shares;



 


		(ii)	disclose
                                         all particulars and terms of the funds raised under their most recent offering





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		(iii)	appoint
                                         Ruud Smeets as member of the board of directors of EFactor, and subsequently file a Board
                                         Resolution confirming such appointment; and



 


		(iv)	warrant
                                         and provide evidence of the working capital source for the next six months preceding
                                         the closing of the of the Transaction and warrant that none of the funds provided to
                                         Eleqt Ltd will be used for other group companies including the holding company of EFactor
                                         Group Corp,‏ and



 


		(v)	deliver
                                         to the Seller Representative a copy of the resolution adopted by the board of directors
                                         of EFactor approving Completion and the execution and delivery of any documents to be
                                         delivered by EFactor at Completion.



 


		4.4	If either
                                         party does not comply with their obligations in clause 4.3 in any material respect, the
                                         other party may (without prejudice to any other rights or remedies it has):



 


		(a)	proceed
                                         to Completion; or



 


		(b)	defer
                                         Completion to a date no more than 14 days after the date on which Completion would otherwise
                                         have taken place; or



 


		(c)	rescind
                                         this agreement by notice in writing to the appointed representative of the other party.



 


		4.5	EFactor
                                         may defer Completion under clause 4.4(b) only once, but otherwise this clause 4 applies
                                         to a Completion so deferred as it applies to a Completion that has not been deferred.



 


		4.6	As soon
                                         as possible after Completion, the Sellers shall send to EFactor (at 944 Hidden Lake Road,
                                         Naperville, Il 60565 ATT Mark V Noffke Chief Financial Officer) all records, correspondence,
                                         documents, files, memoranda and other papers relating to ELEQT and the Subsidiaries which
                                         are not kept at any of the Properties and which are not required to be delivered at Completion.



 


		5.	Warranties



 


		5.1	Each Seller
                                         warrants to EFactor in the terms of the Sellers’ Warranties in relation to the
                                         Sale Shares held by it.



 


		5.2	The Warrantors
                                         warrant to EFactor in the terms of the Warrantors’ Warranties.



 


		5.3	Warranties
                                         qualified by the expression so far as the Warrantors are aware or any similar
                                         expression are deemed to be given to the best of the knowledge, information and belief
                                         of the Warrantors after they have made due and careful enquiries including (but not limited
                                         to) enquiries of:



 


		(a)	the
                                         other Warrantors and the directors of ELEQT and each of the Subsidiaries; and



 


		(b)	the
                                         professional advisers to ELEQT and the Subsidiaries, including (but not limited to) their
                                         legal advisers, accountants and auditors.



 


		5.4	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.



 


		5.5	The Warranties
                                         are given subject to matters Disclosed in the Disclosure Letter.





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		5.6	The Warrantors
                                         agree that the supply of any information by or on behalf of ELEQT, any of the Subsidiaries
                                         or any of their respective employees, directors, agents or officers (Officers)
                                         to the Warrantors or their advisers in connection with the Warranties, the Disclosure
                                         Letter or otherwise shall not constitute a warranty, representation or guarantee as to
                                         the accuracy of such information in favour of the Warrantors. Each Warrantor unconditionally
                                         and irrevocably waives all and any rights and claims that he may have against any of
                                         ELEQT, the Subsidiaries or the Officers on whom that Warrantor has, or may have, relied
                                         in connection with the preparation of the Disclosure Letter, or agreeing the terms of
                                         this agreement, and further undertakes to EFactor, ELEQT, each of the Subsidiaries and
                                         the Officers not to make any such claims.



 


The
rights and remedies of EFactor in respect of any Claim or claim under the Tax Covenant shall not be affected by Completion or
any rescission or failure by EFactor to rescind this agreement.


 


		6.	Forced
                                         sale of EFactor Shares



 


		6.1	Subject
                                         to the provisions of clause 7, each Seller irrevocably agrees to pay to EFactor the amount
                                         of any Liability owed by such Seller (Seller Liability).



 


		6.2	If a Seller’s
                                         obligations under clause 6.1 in respect of any Seller Liability are not satisfied (for
                                         any reason) within 10 Business Days after the Seller Liability arising, EFactor (if it
                                         is able to do so) may sell, on behalf of that Seller, a sufficient number of that Seller’s
                                         EFactor Shares to meet those obligations or any part of them (after deduction of brokerage
                                         and any other charges or taxes on the sale).



 


		6.3	From the
                                         net proceeds of sale, EFactor shall meet (or reimburse) the relevant Seller Liability
                                         and pay any balance to the Seller. However, the Seller’s obligations under clause
                                         6.1 shall not be affected by any failure or inability of EFactor to sell EFactor Shares
                                         under clause 6.2.



 


		6.4	Each Seller
                                         appoints EFactor (acting by any of its officers from time to time) as the Seller’s
                                         attorney to sell EFactor Shares and deal with the proceeds of sale in accordance with
                                         clause 6.2 in the Seller’s name and on the Seller’s behalf.



 


		6.5	EFactor
                                         may appoint one or more persons to act as substitute attorney for the Seller and to exercise
                                         one or more of the powers conferred on EFactor by this clause 6.4, other than the power
                                         to appoint a substitute attorney. EFactor may subsequently revoke any such appointment.



 


		6.6	The power
                                         of attorney granted in clause 6.4 may not be revoked without the consent of EFactor and
                                         is given by way of security to secure the interest of EFactor (for itself and as trustee
                                         under this agreement on behalf of ELEQT or any Subsidiary) as a person entitled to the
                                         amount of the Seller Liability.



 


		6.7	A person
                                         who deals in good faith with the Seller’s attorney appointed under clause 6.4 may
                                         accept a written statement signed by that person that this power of attorney has not
                                         been revoked as conclusive evidence of that fact.



 


		6.8	A Seller
                                         shall have no rights to compensation or damages on account of any loss which arises or
                                         is increased in whole or in part from the actions of an attorney pursuant to and in accordance
                                         with this clause 6.



 


		7.	Limitations
                                         on Claims



 


		7.1	Save as
                                         provided in clause 7.6, the provisions of:



 


		(a)	this
                                         clause 7 limit the liability of the Warrantors in relation to any Claim and (where specifically
                                         provided) any claim under the Tax Covenant; and



 


		(b)	paragraphs
                                         4 and 5 of Schedule 6 limit the liability of the Warrantors in relation to any claim
                                         under the Tax Covenant.





    	8



    	 



    

  


		7.2	The total
                                         aggregate liability of the Warrantors for all Claims and Substantiated Claims and all
                                         claims under the Tax Covenant shall not exceed an amount equal to the sum of:



 


		(a)	in
                                         respect of any Claim, Substantiated Claim or claim under the Tax Covenant notified to
                                         the Warrantors prior to the end of the Earn-out Period, the Earn-out Amount (as defined
                                         in Schedule 4) at
                                         a value of the average weighted share price in the twelve (12) months preceding the completion
                                         date; and



 


		(b)	in
                                         respect of any Claim, Substantiated Claim or claim under the Tax Covenant notified to
                                         the Warrantors after the end of the Earn-out Period, $500,000.



 


		7.3	The Warrantors
                                         shall not be liable for a Claim unless the amount of the Warrantors' liability in respect
                                         of such Claim (together with any connected Claims), when aggregated with the Warrantors'
                                         liability for all Substantiated Claims and all claims under the Tax Covenant, exceeds
                                         $50,000 or individually exceeds $25,000, in which case the Warrantors shall be liable
                                         for the whole amount claimed (and not just the amount by which either such threshold
                                         is exceeded). For the purposes of this clause 7, a Claim is connected with another Claim
                                         if the Claims arise from the same event or set of circumstances, or relate to the same
                                         subject matter.



 


		7.4	The Warrantors
                                         shall not be liable for a Claim unless notice in writing summarising the nature of the
                                         Claim (in so far as it is known to EFactor) and, as far as is reasonably practicable,
                                         the amount claimed, has been given by or on behalf of EFactor to the Seller Representative
                                         or the relevant Warrantors:



 


		(a)	in
                                         the case of a claim made under the Tax Warranties, on or before the seventh anniversary
                                         of Completion; or



 


		(b)	in
                                         any other case, prior to the expiry of the period of 2 years commencing on the Completion
                                         Date.



 


		7.5	The Warrantors
                                         shall not be liable for a Claim or a claim under the Tax Covenant to the extent that
                                         the Claim or claim under the Tax Covenant:



 


		(a)	relates
                                         to matters Disclosed; or



 


		(b)	relates
                                         to any matter specifically provided against, reserved for or otherwise specifically taken
                                         into account and fully provided for in the Accounts.



 


		7.6	Nothing
                                         in this clause 7 or Schedule 6 applies to exclude or limit the liability of the Warrantors:



 


		(a)	to
                                         the extent that a Claim or a claim under the Tax Covenant arises or is delayed as a result
                                         of dishonesty, fraud, wilful misconduct or wilful concealment by any of the Sellers or
                                         Warrantors; or



 


		(b)	in
                                         respect of a breach of any of the warranties in paragraphs 1.1 to 1.5 (inclusive), 2.1,
                                         2.2, 2.4 or 2.5 of Part 1 of Schedule 5.



 


		7.7	In the case
                                         of:



 


		(a)	a
                                         Claim against all of the Sellers or all of the Warrantors; or



 


		(b)	a
                                         claim under the Tax Covenant;



 


EFactor
agrees that the Sellers’ or Warrantors’ liability for each such claim shall first be satisfied by reducing the Earn-out
Amount (as defined in Schedule 4) by the amount of such liability. If and to the extent that the total liability for all such
claims exceeds the Earn-out Amount, the remaining amount shall be satisfied by the Manager Entities and Arthur de Groot only,
subject to the other provisions of this clause 7.




    	9



    	 



    

 


		7.8	The Warrantors
                                         shall not be liable for any Claim to the extent that the Claim would arise or the amount
                                         of the Claim would be increased after the date of this Agreement as a result of:



 


		(a)	the
                                         enactment of any legislation with retrospective effect; or



 


		(b)	a
                                         judgement or change in the interpretation or application of any law or of any ruling
                                         or practice of any administrative



 


		7.9	The amount
                                         of the Warrantors’ liability for any Claim shall be reduced by any sum which is
                                         recovered (whether by way of insurance, indemnification or otherwise) by EFactor in respect
                                         of the loss or damage suffered by reason of the relevant breach, less the amount of any
                                         reasonable costs and expenses incurred in obtaining payment of that sum and of any Tax
                                         for which EFactor may be liable by reason of its receipt of that sum and if the Warrantors
                                         have paid to EFactor any amount in respect of the Claim before the recovery of that sum,
                                         EFactor shall repay to them, or procure the repayment to them of, the amount by which
                                         its liability is so reduced.



 


		7.10	EFactor
                                         shall not be entitled to recover damages or otherwise obtain reimbursement or restitution
                                         more than once in respect of the same loss.



 


		7.11	If any
                                         matter which will or might give rise to a Claim comes to the notice of EFactor, the following
                                         provisions shall apply:



 


		(a)	EFactor
                                         shall as soon as reasonably possible notify the Warrantors in writing of the matter and
                                         make available to them all information and documents in the possession or under the control
                                         of EFactor in so far as they relate to that matter; and



 


		(b)	EFactor
                                         shall not make any admission of liability or take any other action (except as required
                                         by law) in connection with the matter without the previous written consent of the Warrantors
                                         (which shall not be unreasonably delayed or withheld) subject to such consent having
                                         been received within 5 business days of notification by EFactor.



 


		7.12	EFactor
                                         shall in accordance with its obligations at comment law take steps to mitigate its loss
                                         which in the absence of mitigation might give rise to a liability in respect of a Claim.



 


		8.	Tax Covenant



 


The
provisions of Schedule 6 apply in this agreement in relation to Taxation.


 


		9.	Restrictive
                                         covenants



 


		9.1	In this
                                         clause, the following words and expressions shall have the following meanings:



 


Covenantors:
the Managers.


 


QPL
Business: the business of providing concierge services and travel agency services carried on by Quintessentially Publishing
Limited and its subsidiaries.


 


QPL
Customer: any person who is at Completion, or who has been at any time during the period of 12 months immediately preceding
the Completion Date, a member, client or customer of, or in the habit of dealing with, Quintessentially Publishing Limited or
any of its subsidiaries and whose contact details are in the possession of EFactor, ELEQT or any Subsidiary.


 


Restricted
Business: any business which is or would be in competition with any part of the Business, as the Business was carried on at
the Completion Date.




    	10



    	 



    

 


Restricted
Customer: any person who is at Completion, or who has been at any time during the period of 12 months immediately preceding
the Completion Date, a member, client or customer of, or in the habit of dealing with, ELEQT or any of the Subsidiaries.


 


Restricted
Person: any person who is at Completion, employed or directly or indirectly engaged by ELEQT or any of the Subsidiaries in
an executive, managerial, sales or technical role.


 


		9.2	Each Covenantor
                                         covenants that he shall not:



 


		(a)	at
                                         any time during the period of 3 years commencing on the Completion Date, in the United
                                         States, the United Kingdom or The Netherlands, carry on or be employed, engaged, concerned
                                         or interested in, a Restricted Business; or



 


		(b)	at
                                         any time during the period of 3 years commencing on the Completion Date:



 


		(i)	canvass,
                                         solicit or otherwise seek the custom of any Restricted Customer with a view to providing
                                         services to that Restricted Customer in competition with the Business (or any part of
                                         it); or



 


		(ii)	induce
                                         or attempt to induce a Restricted Customer to cease or refrain from conducting business
                                         with, or to reduce the amount of business conducted with or to vary adversely the terms
                                         upon which it conducts business with ELEQT or any of the Subsidiaries, or do any other
                                         thing which is reasonably likely to have such an effect; or



 


		(c)	at
                                         any time during the period of 3 years commencing on the Completion Date, have any business
                                         dealings with a Restricted Customer in connection with the provision of services to that
                                         Restricted Customer in competition with the Business (or any part of it); or



 


		(d)	at
                                         any time during the period of 3 years commencing on the Completion Date, have any business
                                         dealings with, solicit, entice or attempt to entice away any person who is at Completion,
                                         or has been at any time during the period of 12 months immediately preceding the Completion
                                         Date, a supplier of services to ELEQT or any of the Subsidiaries, if such dealings, solicitation
                                         or enticement causes or is reasonably likely to cause such supplier to cease supplying,
                                         or reduce its supply of services to ELEQT or any of the Subsidiaries, or to vary adversely
                                         the terms upon which it conducts business with ELEQT or any of the Subsidiaries; or



 


		(e)	at
                                         any time during the period of 3 years commencing on the Completion Date:



 


		(i)	offer
                                         employment to, enter into a contract for the services of, or otherwise entice or attempt
                                         to entice away from ELEQT or any of the Subsidiaries, any Restricted Person; or



 


		(ii)	procure
                                         or facilitate the making of any such offer or attempt by any other person in relation
                                         to a Restricted Person; or



 


		(f)	at
                                         any time after Completion, use in the course of any business:



 


		(i)	the
                                         word "ELEQT"; or



 


		(ii)	any
                                         trade or service mark, business or domain name, design or logo which, at Completion,
                                         was or had been used by ELEQT or any of the Subsidiaries in connection with the Business;
                                         or





    	11



    	 



    

  


		(iii)	anything
                                         which is, in the reasonable opinion of EFactor, capable of confusion with such words,
                                         mark, name, design or logo; or



 


		(g)	at
                                         any time after Completion, present himself or permit himself to be presented as:



 


		(i)	connected
                                         in any capacity with ELEQT or any of the Subsidiaries (save in the normal course of his
                                         employment or engagement by ELEQT, EFactor or a Subsidiary, to the extent that such employment
                                         continues after Completion); or



 


		(ii)	interested
                                         or concerned in any way in the Sale Shares (or any of them); or



 


		(h)	at
                                         any time after Completion, do or say anything which may be harmful to the reputation
                                         of EFactor, ELEQT or any of the Subsidiaries.



 


		9.3	The covenants
                                         in clause 9.2 are intended for the benefit of, and shall be enforceable by each of EFactor,
                                         ELEQT and the Subsidiaries and apply to actions carried out by a Covenanter in any capacity
                                         (including as shareholder, partner, director, principal, consultant, officer, employee,
                                         agent or otherwise) and whether directly or indirectly, on a Covenantor's own behalf
                                         or on behalf of, or jointly with, any other person.



 


		9.4	Nothing
                                         in clause 9.2 shall prevent any Covenantor from holding for investment purposes only:



 


		(a)	units
                                         of any authorised unit trust; or



 


		(b)	not
                                         more than 3% of any class of shares or securities of any company traded on a recognised
                                         investment exchange (within the meaning of FSMA).



 


		9.5	Each of
                                         the covenants in clause 9.2 is a separate undertaking by each Covenantor in relation
                                         to himself and his interests and shall be enforceable by EFactor, ELEQT and the Subsidiaries
                                         separately and independently of their right to enforce any one or more of the other covenants
                                         contained in that clause.



 


		9.6	The parties
                                         acknowledge that the Covenantors have confidential information relating to the Business
                                         and that EFactor is entitled to protect the goodwill of the Business as a result of buying
                                         the Sale Shares. Accordingly, each of the covenants in clause 9.2 is considered fair
                                         and reasonable by the parties.



 


		9.7	Quintessentially
                                         Publishing Limited covenants that it shall not:



 


		(a)	at
                                         any time during the period of 3 years commencing on the Completion Date, in the United
                                         States, the United Kingdom or The Netherlands, carry on or be employed, engaged, concerned
                                         or interested in, a Restricted Business; or



 


		(b)	at
                                         any time during the period of 3 years commencing on the Completion Date, canvass, solicit
                                         or otherwise seek the custom of any Restricted Customer whose contact details are in
                                         the possession of Quintessentially Publishing Limited or any of its subsidiaries with
                                         a view to providing services to that Restricted Customer in competition with the Business
                                         (or any part of it); or



 


		(c)	at
                                         any time during the period of 3 years commencing on the Completion Date:



 


		(i)	offer
                                         employment to, enter into a contract for the services of, or otherwise entice or attempt
                                         to entice away from ELEQT or any of the Subsidiaries, any Restricted Person; or





    	12



    	 



    

  


		(ii)	procure
                                         or facilitate the making of any such offer or attempt by any other person in relation
                                         to a Restricted Person;



 


		(d)	at
                                         any time after Completion, use in the course of any business:



 


		(i)	the
                                         word "ELEQT"; or



 


		(ii)	any
                                         trade or service mark, business or domain name, design or logo which, at Completion,
                                         was or had been used by ELEQT or any of the Subsidiaries in connection with the Business;
                                         or



 


		(iii)	anything
                                         which is, in the reasonable opinion of EFactor, capable of confusion with such words,
                                         mark, name, design or logo.



 


		9.8	EFactor
                                         covenants that it shall not (and shall ensure that ELEQT and any Subsidiaries shall not)
                                         at any time during the period of 3 years commencing on the Completion Date, in the United
                                         States, the United Kingdom or The Netherlands, canvass, solicit or otherwise seek the
                                         custom of any QPL Customer with a view to providing services to that QPL Customer in
                                         competition with the QPL Business (or any part of it). For the avoidance of doubt, this
                                         shall not preclude EFactor, ELEQT or any of the Subsidiaries from entering into any referral
                                         agreement for introductions to third party travel suppliers or advertising partnerships
                                         with travel agencies).



 


		9.9	The consideration
                                         for the covenants contained in clause 9.2 is included in the Purchase Price.



 


		9.10	The obligations
                                         and liability of the parties under this clause 9 shall be several and extend only to
                                         any loss or damage arising out of their own breaches.



 


		10.	Confidentiality
                                         and announcements



 


		10.1	Each Seller
                                         severally undertakes to each of EFactor, ELEQT and the Subsidiaries that he shall:



 


		(a)	keep
                                         confidential the terms of this agreement and all confidential information or trade secrets
                                         in his possession concerning the business, affairs, customers, clients or suppliers of
                                         ELEQT, the Subsidiaries or any member of EFactor's Group;



 


		(b)	not
                                         disclose any of the information referred in clause 10.1(a) in whole or in part to any
                                         third party, except as expressly permitted by this clause 10; and



 


		(c)	not
                                         make any use of any of the information referred in clause 10.1(a), other than to the
                                         extent necessary for the purpose of exercising or performing his rights and obligations
                                         under this agreement.



 


		10.2	EFactor
                                         undertakes to each Seller that it shall:



 


		(a)	keep
                                         confidential the terms of this agreement and all confidential information or trade secrets
                                         in its possession concerning the business, affairs, customers, clients or suppliers of
                                         any Seller;



 


		(b)	not
                                         disclose any of the information referred in clause 10.2(a) in whole or in part to any
                                         third party, except as expressly permitted by this clause 10; and



 


		(c)	not
                                         make any use of any of the information referred in clause 10.2(a), other than to the
                                         extent necessary for the purpose of exercising or performing its rights and obligations
                                         under this agreement.



 


		(d)	Such
                                         confidentiality shall not apply where regulations dictate any of this information shall
                                         be made public by EFactor Group Corp.





    	13



    	 



    

  


		10.3	Nothing
                                         in this agreement shall be construed as imposing on EFactor an obligation to keep confidential,
                                         or restrict its use after Completion, of any information relating to ELEQT or any of
                                         the Subsidiaries.



 


		10.4	Notwithstanding
                                         any other provision of this agreement, no party shall be obliged to keep confidential
                                         or to restrict its use of any information that:



 


		(a)	is
                                         or becomes generally available to the public (other than as a result of its disclosure
                                         by the receiving party or any person to whom it has disclosed the information in accordance
                                         with clause 10.5(a) in breach of this agreement); or



 


		(b)	was,
                                         is or becomes available to the receiving party on a non-confidential basis from a person
                                         who, to the receiving party's knowledge, is not bound by a confidentiality agreement
                                         with the disclosing party or otherwise prohibited from disclosing the information to
                                         the receiving party.



 


		10.5	Any party
                                         may disclose any information that it is otherwise required to keep confidential under
                                         this clause 10:



 


		(a)	to
                                         those of its employees, officers, consultants, representatives or advisers (or those
                                         of any member of its Group) who need to know such information to enable them to advise
                                         on this agreement, or to facilitate the Transaction, provided that the party making the
                                         disclosure informs the recipient of the confidential nature of the information before
                                         disclosure and procures that each recipient shall, in relation to any such information
                                         disclosed to him, comply with the obligations set out in this clause 10 as if they were
                                         that party. The party making a disclosure under this shall, at all times, be liable for
                                         the failure of its recipients to comply with the obligations set out in this clause 10;
                                         or



 


		(b)	in
                                         the case of EFactor only, to a proposed transferee of the Sale Shares for the purpose
                                         of enabling the proposed transferee to evaluate the proposed transfer; or



 


		(c)	in
                                         the case of EFactor only, to its funders, potential investors and their respective advisers,
                                         employees, officers, representatives or consultants; or



 


		(d)	in
                                         the case of EFactor only, with the prior consent in writing of the Seller Representative;
                                         or



 


		(e)	if
                                         such information relates to one party only, with the prior consent in writing of that
                                         party; or



 


		(f)	to
                                         confirm that the Transaction has taken place, or the date of the Transaction (but without
                                         otherwise revealing any other terms of the Transaction or making any other announcement);
                                         or



 


		(g)	to
                                         the extent that the disclosure is required:



 


		(i)	by
                                         the laws of any jurisdiction to which that party is subject; or



 


		(ii)	by
                                         an order of any court of competent jurisdiction, or any regulatory, judicial, governmental
                                         or similar body, or any Taxation Authority or securities exchange of competent jurisdiction;
                                         or



 


		(iii)	to
                                         make any filing with, or obtain any authorisation from, a regulatory, governmental or
                                         similar body, or any Taxation Authority or securities exchange of competent jurisdiction;
                                         or



 


		(iv)	to
                                         protect that party's interest in any legal proceedings,





    	14



    	 



    

  


PROVIDED
that in each case (and to the extent it is legally permitted to do so) the party making the disclosure gives the other parties
as much notice of such disclosure as possible.


 


		10.6	Each party
                                         shall supply any other party with such information about itself, its Group or this agreement
                                         as that other party may reasonably require for the purposes of satisfying the requirements
                                         of any law or any judicial, governmental, regulatory or similar body or any securities
                                         exchange of competent jurisdiction to which that other party is subject.



 


		10.7	Subject
                                         to clauses 10.8, 10.9 and 10.10, no party shall make, or permit any person to make, any
                                         public announcement, communication or circular (announcement) concerning this
                                         agreement or the Transaction without the prior written consent of the other parties (such
                                         consent not to be unreasonably withheld or delayed).



 


		10.8	Nothing
                                         in clause 10.7 shall prevent any party from making any announcement required by law or
                                         any governmental or regulatory authority (including, without limitation, any relevant
                                         securities exchange), or by any court or other authority of competent jurisdiction.



 


		10.9	The parties
                                         shall issue a press release written by EFactor’s Investor Relations Manager in
                                         mutually agreed form within 4 days following Completion.



 


		10.10	EFactor
                                         may, at any time after Completion announce its acquisition of the Sale Shares in the
                                         agreed form to any employees, clients, customers or suppliers of ELEQT, the Subsidiaries
                                         or any other member of EFactor's Group.



 


		10.11	The obligations
                                         and liability of the Sellers under this clause 10 shall be several and extend only to
                                         any loss or damage arising out of their own breaches.



 


		11.	Costs



 


		11.1	Except
                                         as expressly provided in this agreement, each party shall pay its own costs and expenses
                                         incurred in connection with the negotiation, preparation and execution of this agreement
                                         (and any documents referred to in it). For the avoidance of doubt, none of ELEQT or the
                                         Subsidiaries shall be liable to pay any of such costs and expenses of the Sellers.



 


		12.	Notices



 


		12.1	For the
                                         purposes of this clause 12, but subject to clause 12.9, notice includes any other communication.



 


		12.2	A notice
                                         given to a party under or in connection with this agreement:



 


		(a)	shall
                                         be in writing and in English;



 


		(b)	shall
                                         be sent to the relevant party for the attention of the contact and to the address or
                                         fax number or email address specified in Schedule 1 or clause 12.5 (as the case may be),
                                         or such other address, fax number, email address or person as that party may notify to
                                         the others in accordance with the provisions of this clause 12;



 


		(c)	shall
                                         be:



 


		(i)	delivered
                                         by hand; or



 


		(ii)	sent
                                         by fax; or



 


		(iii)	sent
                                         by email; or



 


		(iv)	sent
                                         by pre-paid first class post, recorded delivery or special delivery; or



 


		(v)	Sent
                                         by Echosign; or





    	15



    	 



    

  


		(vi)	sent
                                         by airmail or by reputable international overnight courier (if the notice is to be served
                                         by post to an address outside the country from which it is sent); and



 


		(d)	is
                                         deemed received as set out in clause 12.7.



 


		12.3	Any notice
                                         to be given under this agreement to:



 


		(a)	all
                                         of the Sellers, is deemed to have been properly given if it is given to 12.5the Seller
                                         Representative; or



 


		(b)	some
                                         only of the Sellers, shall be given to the Seller concerned to his address or fax number
                                         or email address as set out in or to the Seller Representative.



 


		12.4	Any
                                         notice to be given under this agreement by:



 


		(a)	all
                                         of the Sellers, is deemed to have been properly given if it is given by the Seller Representative;
                                         or



 


		(b)	some
                                         only of the Sellers, shall be given by the Seller concerned or by the Seller Representative.



 


		12.5	The addresses,
                                         fax numbers and email addresses for service of notices on the Seller Representative and
                                         EFactor are:



 


		(a)	Seller
                                         Representative:



 


		(i)	name:
                                         Ruud Smeets



 


		(ii)	address:
                                         Damasco Resort 116-118



 


		(iii)	for
                                         the attention of: Ruud Smeets



 


		(iv)	fax
                                         number: +31 848392604



 


		(v)	email
                                         address: ruud.smeets@eleqt.com



 


		(b)	EFactor:



 


		(i)	address:
                                         605 Market Street, Suite 600 San Francisco, CA 94105, USA



 


		(ii)	for
                                         the attention of: Adriaan Reinders or Marion Freijsen



 


		(iii)	fax
                                         number: +1 647 390-2407



 


		(iv)	email
                                         address adrie@efactorgroup.com



 


		12.6	A party
                                         may change its details for service of notices as specified in clause 12.5 or Schedule
                                         1 (as the case may be) by giving notice to each of the other parties. Any change notified
                                         pursuant to this clause shall take effect at 9.00 am (UK time) on the later of:



 


		(a)	the
                                         date (if any) specified in the notice as the effective date for the change; or



 


		(b)	5
                                         Business Days after deemed receipt of the notice of change.



 


		12.7	Delivery
                                         of a notice is deemed to have taken place (provided that all other requirements in this
                                         clause have been satisfied):



 


		(a)	if
                                         delivered by hand, on signature of a delivery receipt or at the time the notice is left
                                         at the address; or



 


		(b)	if
                                         sent by fax or email, at the time of transmission; or



 


		(c)	if
                                         sent by pre-paid first class post, recorded delivery or special delivery to an address
                                         in the UK, at 9.00 am on the second Business Day after posting; or





    	16



    	 



    

  


		(d)	if
                                         sent by pre-paid airmail to an address outside the country from which it is sent, at
                                         9.00 am on the fifth Business Day after posting; or



 


		(e)	if
                                         sent by reputable international overnight courier to an address outside the country from
                                         which it is sent, on signature of a delivery receipt or at the time the notice is left
                                         at the address; or



 


		(f)	if
                                         deemed receipt under the previous paragraphs of this clause 12.7 would occur outside
                                         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 deemed receipt), at 9.00 am on the day when business next starts
                                         in the place of deemed receipt. For the purposes of this clause, all references to time
                                         are to local time in the place of deemed receipt.



 


		12.8	To prove
                                         service, it is sufficient to prove that:



 


		(a)	if
                                         delivered by hand or by reputable international overnight courier, the notice was delivered
                                         to the correct address; or



 


		(b)	if
                                         sent by fax or email, a transmission report was received confirming that the notice was
                                         successfully transmitted to the correct fax number or email address; or



 


		(c)	if
                                         sent by post or by airmail, the envelope containing the notice was properly addressed,
                                         paid for and posted.



 


		12.9	This clause
                                         12 does not apply to the service of any proceedings or other documents in any legal action
                                         or, where applicable, any arbitration or other method of dispute resolution.



 


		12.10	A notice
                                         given under or in connection with this agreement is valid if sent by e-mail.



 


		13.	General



 


		13.1	The provisions
                                         of Schedule 10 shall have effect in respect of the appointment of a Seller Representative.



 


		13.2	Each party
                                         shall (at its own expense) promptly execute and deliver such documents and perform such
                                         acts as another party may reasonably require from time to time for the purpose of giving
                                         full effect to this agreement.



 


		13.3	Each Seller
                                         severally undertakes to EFactor that, if and for so long as he remains the registered
                                         holder of any of the Sale Shares after Completion, he shall:



 


		(a)	hold
                                         such Sale Shares together with all dividends and any other distributions of profits,
                                         surplus or other assets in respect of such Sale Shares and all rights arising out of
                                         or in connection with them, in trust for EFactor;



 


		(b)	at
                                         all times after Completion, deal with and dispose of such Sale Shares, dividends, distributions,
                                         assets and rights as EFactor shall direct;



 


		(c)	exercise
                                         all voting rights attached to such Sale Shares in such manner as EFactor shall direct;
                                         and



 


		(d)	if
                                         required by EFactor, execute all instruments of proxy or other documents as may be necessary
                                         to enable EFactor to attend and vote at any meeting of ELEQT.



 


		13.4	Subject
                                         to the further provisions of this clause 13, no party shall assign, transfer, mortgage,
                                         charge, declare a trust of, or deal in any other manner with any or all of its rights
                                         and obligations under this agreement (or any other document referred to in it).



 


		13.5	Each party
                                         confirms it is acting on its own behalf and not for the benefit of any other person,
                                         except as stated in Schedule 10.





    	17



    	 



    

 


		13.6	EFactor
                                         may assign or transfer its rights (but not its obligations) under this agreement (or
                                         any document referred to in this agreement) to:



 


		(a)	another
                                         member of its Group; or



 


		(b)	any
                                         person to whom the Sale Shares are sold or transferred by EFactor following Completion.



 


		13.7	EFactor
                                         may grant security over, or assign by way of security, any or all of its rights under
                                         this agreement for the purposes of, or in connection with, the financing (whether in
                                         whole or in part) by EFactor of any of its working capital or other requirements. On
                                         the enforcement of any security of a kind referred to in this clause 13.7, EFactor, or
                                         any administrative receiver of EFactor or any person having the benefit of such security
                                         may assign any or all of the relevant rights to any person, but the continuing party's
                                         liability to any assignee in respect of those rights shall not be greater than if no
                                         assignment had taken place.



 


		13.8	If there
                                         is an assignment or transfer of EFactor's rights in accordance with clause 13.6 or 13.7:



 


		(a)	the
                                         Sellers may discharge their obligations under this agreement to EFactor until the Seller
                                         Representative receives notice of the assignment or transfer; and



 


		(b)	the
                                         assignee may enforce this agreement as if it were named in this agreement as EFactor,
                                         but EFactor shall remain liable for any obligations under this agreement.



 


		13.9	This agreement
                                         (together with the documents referred to in it) constitute the entire agreement between
                                         the parties and supersede and extinguish all previous discussions, correspondence, negotiations,
                                         drafts, agreements, promises, assurances, warranties, representations and understandings
                                         between them, whether written or oral, relating to their subject matter.



 


		13.10	No variation
                                         of this agreement shall be effective unless it is in writing and signed by the parties
                                         (or their authorised representatives).



 


		13.11	A waiver
                                         of any right or remedy under this agreement or by law is only effective if it is given
                                         in writing and is signed by the person waiving such right or remedy. Any such waiver
                                         shall apply only to the circumstances for which it is given and shall not be deemed a
                                         waiver of any subsequent breach or default.



 


		13.12	A failure
                                         or delay by any person to exercise any right or remedy provided under this agreement
                                         or by law shall not constitute a waiver of that or any other right or remedy, nor shall
                                         it prevent or restrict any further exercise of that or any other right or remedy.



 


		13.13	No single
                                         or partial exercise of any right or remedy provided under this agreement or by law shall
                                         prevent or restrict the further exercise of that or any other right or remedy.



 


		13.14	A party
                                         that waives a right or remedy provided under this agreement or by law in relation to
                                         one party, or takes or fails to take any action against that party, does not affect its
                                         rights in relation to any other party.



 


		13.15	If a party
                                         fails to make any payment due to any other party under this agreement by the due date
                                         for payment, then the defaulting party shall pay interest on the overdue amount at the
                                         rate of 4% per annum above HSBC's base rate from time to time. Such interest shall accrue
                                         on a daily basis from the due date until actual payment of the overdue amount, whether
                                         before or after judgment. The defaulting party shall pay the interest together with the
                                         overdue amount.





    	18



    	 



    

 


		13.16	If any
                                         provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable,
                                         it shall be deemed modified to the minimum extent necessary to make it valid, legal and
                                         enforceable. If such modification is not possible, the relevant provision or part-provision
                                         shall be deemed deleted. Any modification to or deletion of a provision or part-provision
                                         under this clause shall not affect the validity and enforceability of the rest of this
                                         agreement.



 


		13.17	This agreement
                                         (other than obligations that have already been fully performed) remains in full force
                                         after Completion.



 


		13.18	Except
                                         as expressly provided in clause 13.19, a person who is not a party to this agreement
                                         shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce
                                         any term of this agreement.



 


		13.19	The following
                                         provisions are intended to benefit future buyers of the Sale Shares and (to the extent
                                         that they are identified in the relevant clauses as recipients of rights or benefits
                                         under that clause), ELEQT, the Subsidiaries and the Officers (as defined in clause 5.6),
                                         and shall be enforceable by each of them to the fullest extent permitted by law:



 


		(a)	clause
                                         5 and Schedule 5 (subject to clause 6);



 


		(b)	clause
                                         8 and Schedule 6;



 


		(c)	clause
                                         9; and



 


		(d)	clause
                                         10.



 


		13.20	The rights
                                         of the parties to terminate, rescind or agree any variation, waiver or settlement under
                                         this agreement are not subject to the consent of any other person.



 


		13.21	This agreement
                                         (and the documents referred to in it) are made for the benefit of the parties and their
                                         successors and permitted assigns, and the rights and obligations of the parties under
                                         this agreement shall continue for the benefit of, and shall be binding on, their respective
                                         successors and permitted assigns.



 


		13.22	This agreement
                                         may be executed in any number of counterparts, each of which when executed shall constitute
                                         a duplicate original, but all the counterparts shall together constitute the one agreement.



 


		13.23	No counterpart
                                         shall be effective until each party has executed at least one counterpart.



 


		13.24	Transmission
                                         of the executed signature page of a counterpart of this agreement by:



 


		(a)	fax;
                                         or



 


		(b)	e-mail
                                         (in PDF, JPEG or other agreed format),



 


		(c)	or
                                         Echosign,



 


shall
take effect as delivery of an executed counterpart of this agreement. If any such method of delivery is adopted, without prejudice
to the validity of the agreement thus made, each party shall provide the others with the original of such counterpart as soon
as reasonably possible thereafter.


 


		13.25	Except
                                         as expressly provided in this agreement, the rights and remedies provided under this
                                         agreement are in addition to, and not exclusive of, any rights or remedies provided by
                                         law.



 


		13.26	Without
                                         prejudice to any other rights or remedies that any party may have, the parties acknowledge
                                         and agree that damages alone would not be an adequate remedy for any breach of the terms
                                         of clause 9 or 10 by a party. Accordingly, each party shall be entitled to the remedies
                                         of injunction, specific performance or other equitable relief for any threatened or actual
                                         breach of the terms of such clauses.





    	19



    	 



    

  


		13.27	If this
                                         agreement is translated into any language other than English, the English language version
                                         shall prevail.



 


		13.28	This agreement
                                         and any dispute or claim arising out of or in connection with it or its subject matter
                                         or formation (including non-contractual disputes or claims) shall be governed by and
                                         construed in accordance with the law of England and Wales.



 


		13.29	Each party
                                         irrevocably agrees that the courts of England and Wales shall have non-exclusive jurisdiction
                                         to settle any dispute or claim arising out of or in connection with this agreement or
                                         its subject matter or formation (including non-contractual disputes or claims).



 


		13.30	Each
                                         Seller irrevocably appoints the Sellers’ Representative as its agent to receive
                                         on its behalf in England or Wales service of any process in any legal action or any other
                                         proceedings under or in relation to this agreement. Such service shall be deemed completed
                                         on delivery to such agent (whether or not it is forwarded to and received by the relevant
                                         Seller) and shall be valid until such time as EFactor has received prior written notice
                                         that such agent has ceased to act as agent. If for any reason such agent ceases to be
                                         able to act as agent or no longer has an address in England or Wales, each Seller shall
                                         forthwith appoint a firm of solicitors in England or Wales as substitute agent and deliver
                                         to EFactor the new agent's name and address.



 


This agreement
has been entered into on the date stated at the beginning of it.


 




    	20



    	 



    

  


Schedule
1 Particulars of Sellers


 


Part 1 –
The Sellers


 


	Seller	 	Number
    of Sales

    Shares Held	 	 	Seller
    

    Proportions	 	 	Address	 
		 	 	1,741	 	 	 	14.07	%	 	 		 
	 	 	 	291	 	 	 	2.35	%	 	 	 	 
	 	 	 	978	 	 	 	7.90	%	 	 	 	 
	 	 	 	151	 	 	 	1.22	%	 	 	 	 
	 	 	 	159	 	 	 	1.28	%	 	 	 	 
	 	 	 	172	 	 	 	1.39	%	 	 	 	 
	 	 	 	241	 	 	 	1.95	%	 	 	 	 
	 	 	 	301	 	 	 	2.43	%	 	 	 	 
	 	 	 	142	 	 	 	1.15	%	 	 	 	 
	 	 	 	65	 	 	 	0.53	%	 	 	 	 
	 	 	 	119	 	 	 	0.96	%	 	 	 	 
	 	 	 	69	 	 	 	0.56	%	 	 	 	 
	 	 	 	57	 	 	 	0.46	%	 	 	 	 
	 	 	 	32	 	 	 	0.26	%	 	 	 	 
	 	 	 	84	 	 	 	0.68	%	 	 	 	 
	 	 	 	126	 	 	 	1.02	%	 	 	 	 
	 	 	 	59	 	 	 	0.48	%	 	 	 	 
	 	 	 	385	 	 	 	3.11	%	 	 	 	 
	 	 	 	180	 	 	 	1.45	%	 	 	 	 
	 	 	 	57	 	 	 	0.46	%	 	 	 	 
	 	 	 	701	 	 	 	5.66	%	 	 	 	 
	 	 	 	80	 	 	 	0.65	%	 	 	 	 
	 	 	 	4	 	 	 	0.03	%	 	 	 	 
	 	 	 	4	 	 	 	0.03	%	 	 	 	 
	 	 	 	36	 	 	 	0.29	%	 	 	 	 
	 	 	 	15	 	 	 	0.12	%	 	 	 	 
	 	 	 	81	 	 	 	0.65	%	 	 	 	 
	 	 	 	71	 	 	 	0.57	%	 	 	 	 
	 	 	 	276	 	 	 	2.23	%	 	 	 	 
	 	 	 	4,976	 	 	 	40.21	%	 	 	 	 
	 	 	 	140	 	 	 	1.13	%	 	 	 	 
	 	 	 	303	 	 	 	2.45	%	 	 	 	 
	 	 	 	58	 	 	 	0.47	%	 	 	 	 
	 	 	 	58	 	 	 	0.47	%	 	 	 	 
	 	 	 	39	 	 	 	0.32	%	 	 	 	 
	 	 	 	30	 	 	 	0.24	%	 	 	 	 
	 	 	 	40	 	 	 	0.32	%	 	 	 	 
	 	 	 	4	 	 	 	0.03	%	 	 	 	 
	 	 	 	30	 	 	 	0.24	%	 	 	 	 
	 	 	 	20	 	 	 	0.16	%	 	 	 	 
	Total	 	 	12,375	 	 	 	 	 	 	 	 	 



 






    	21



    	 



    

 


Part 2 –
The Managers


 


	Name	 	Address
	Ruud Smeets	 	Damasco
    Resort 116-118, Willemstad, Curacao
	Ronald de
    la Fuente-Saez	 	Anasaweg 74, Willemstad, Curacao
	Jim van
    Luipen	 	Ajaxweg 14, Willemstad, Curacao
	Arthur de
    Groot	 	Watteaustraat
        48hs

        1077ZN
        Amsterdam‏

         



 




    	22



    	 



    

  


Schedule
2   Particulars of the Company and the Subsidiaries





 


Part 1ELEQT


 


	Name:	ELEQT
    Limited
	Registration
    number:	07865035
	Registered
    office:	29 Portland
    Place, London W1B 1QB
	Issued
    share capital:	Amount:
        £123.75

        Divided
        into: 12,375 ordinary shares of £0.01 each

        

	Registered
    shareholders (and number of Sale Shares held):	As set
    out in Schedule 1
	Directors:	Paul
        Thomas Drummond

        

        Jonathan
        Andrew Goss

        

        Simon
        Johannes Quist

        

        Ruud
        Matthijs Smeets

        

        Thomas
        Thomsen

        

	Secretary:	None 
	Accountants:	Beckstead
    & Company, Henderson, NV
	Registered
    charges:	None


  


Part 2 Subsidiaries


 


	Name:	Elysiants
        N.V. 

        

	Registration
    number:	102614
	Registered
    office:	Hoogstraat,
    20 – 22 Curacao, Netherlands Antilles
	Issued
    share capital:	Amount:
        $19,907.11 

        

        Divided
        into: 566,766 Class A shares, 1,323,945 B shares and 100,000 C shares

        

	Registered
    shareholders (and number of shares held):	566,766
    Class A shares, 1,323,945 B shares and 100,000 C shares all registered in the name of ELEQT 
	Directors:	Ronald
        de la Fuente-Saez

        Ruud
        Smeets

        

	Accountants:	Beckstead
    & Company
	Registered
    charges:	None  


 




    	23



    	 



    

 


	Name:
    Qubers Limited.
	Registration
    number: Registered in England and Wales under registration no. 07908912
	Registered
    office:  29 Portland Place, London W1B 1QB
	Issued
        share capital

        Amount:
        £100

        Divided
        into: 10,000 ordinary shares of £0.01 each

	Registered
    shareholders (and number of shares held): 10,000 ordinary shares of £1.00 each registered in the name of ELEQT 
	Directors:
    ELEQT, Paul Drummond
	Secretary:
    None


 


	Name: Elysiants
    International B.V.
	Registration
    number: Registered with the Amsterdam Chamber of Commerce under number 34386332
	Registered
    office: Saxen-Weimarlaan 58hs, 1075 CE, Amsterdam
	Issued
        share capital

        Amount:
        €90,000

        Divided
        into: 90,000 Ordinary Shares of €1 each

	Registered
    shareholder (and number of shares held): 90,000 Ordinary Shares of €1 each registered in the name of Elysiants N.V.
	Directors:
    Elysiants N.V.
	Secretary:
    None


 


	Name: Elysiants
    Hong Kong Limited
	Registration
    number: 1487703
	Registered
    office: 14a Union Bay, Commercial Centre, 283 Queen’s Road Central, Hong Kong
	Issued
        share capital

        Amount:
        HKD1

        Divided
        into: 90 Ordinary Shares of HKD0.01 each

	Registered
    shareholder (and number of shares held): Elysiants International BV (60 shares) and Superspeed Holdings Limited (BVI)
    (30 shares)
	Directors:
    Ronald de la Fuente and Valerie Soh 
	Secretary:
    None


 




    	24



    	 



    

  


Schedule
3Completion


 


Part
1.What the Sellers shall deliver to EFactor at Completion


 


At
Completion, the Sellers shall deliver, or cause to be delivered, to EFactor the following:


 


		(a)	transfers
                                         of the Sale Shares, in agreed form, executed by the registered holders in favour of EFactor;



 


		(b)	the
                                         share certificates for the Sale Shares in the names of the registered holders or an indemnity,
                                         in agreed form, for any lost certificates;



 


		(c)	any
                                         waivers, consents or other documents required to enable EFactor to be registered as the
                                         holder of the Sale Shares, in each case in agreed form;



 


		(d)	an
                                         irrevocable power of attorney, in agreed form, given by each Seller in favour of EFactor
                                         to enable the attorney (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 ELEQT; the original or a duly certified copy of any power of attorney under
                                         which any document to be delivered to EFactor under this agreement has been executed;



 


		(e)	the
                                         share certificates in respect of all issued shares in the capital of each of the Subsidiaries;



 


		(f)	in
                                         relation to ELEQT and each of the Subsidiaries, the statutory registers and minute books
                                         (duly written up to the time of Completion), the common seal (if any), certificate of
                                         incorporation and any certificates of incorporation on change of name;



 


		(g)	the
                                         written resignation, in agreed form and executed as a deed, of the following directors
                                         of ELEQT and the Subsidiaries, from their respective offices and any further remuneration
                                         agreements if applicable with ELEQT or Subsidiary:



 


Thomas
Thomsen


 


Paul
Drummond


 


Simon
Quist


 


Jon
Goss


 


		(h)	signed
                                         prints of the special resolution of ELEQT, in agreed form to adopt new articles of association
                                         of ELEQT in such form as EFactor requires;



 


		(i)	a
                                         print of the new articles of association of ELEQT in the form required by EFactor, and
                                         appropriate for filing at Companies House;



 


		(j)	signed
                                         minutes, in agreed form, of each of the board meetings required to be held pursuant to
                                         Part 2 of this Schedule;



 


		(k)	in
                                         relation to ELEQT and each Subsidiary:



 


		(i)	statements
                                         from each bank at which it has an account, giving the balance of each account at the
                                         close of business on the last Business Day before Completion;



 


		(ii)	all
                                         cheque books in current use and written confirmation that no cheques have been written
                                         since the statements delivered above were prepared;



 


		(iii)	details
                                         of its cash book balances; and





    	25



    	 



    

  


		(iv)	reconciliation
                                         statements reconciling the cash book balances and the cheque books with the bank statements
                                         delivered above;



 


		(l)	all
                                         leases relating to the Properties;



 


		(m)	evidence,
                                         in agreed form, that any indebtedness or other liability of the kind described in paragraph
                                         13.1 of Part 1 of Schedule 5 has been repaid or discharged;



 


		(n)	a
                                         Leak Out Agreement signed by each Seller;



 


		(o)	the
                                         service agreements, in agreed form, to be made between EFactor and the Managers (or their
                                         Management Companies) on Completion, duly executed by the relevant persons.



 


		(p)	Confirmation
                                         of sufficient working capital for the first six (6) months held in ELEQT’s bank
                                         accounts or written agreements that such shall be transferred to said bank accounts within
                                         three (3) month following Completion.



 


Part
2.Matters for the board meetings at Completion


 


The
Sellers shall cause a board meeting of ELEQT and each of the Subsidiaries to be held at Completion at which the following matters
shall take place:


 


		(a)	in
                                         the case of ELEQT only, the approval of the registration of the transfer of the Sale
                                         Shares, subject only to the transfers being stamped at the cost of EFactor;



 


		(b)	approval
                                         of Adriaan Reinders and Marion Freijsen as directors of ELEQT and of each of the Subsidiaries;



 


The
directors of EFactor shall hold a board meeting at or within 4 days post Completion at which the following matters shall take
place:


 


		(c)	the
                                         approval of the appointment of Ruud Smeets as member of the board of directors of EFactor;



 


 




    	26



    	 



    

 


Schedule
4Earn-out Consideration


 


		1	Definitions



 


The
definitions in this paragraph apply in this Schedule.


 


Earn-out
Amount: will not exceed the amount of 3,633,333 shares of EFactor Group Corp $0.001 par value Common Stock...


 


Earn-out
Consideration: the above amount of Shares to be released at the end of the Earn-Out Period subject to financial milestones
having been achieved.


 


Earn-out
Period: the period beginning on 1 October 2014 and ending on 31st September 2015.


 


Earn-out
Statement: has the meaning given in paragraph 7.2.


 


EFactor.com:
EFactor.com, a subsidiary of EFactor Group Corp.


 


Expert:
a member of an independent firm of chartered accountants of international repute appointed in accordance with paragraph 8
to resolve any dispute arising between the parties in connection with the preparation of any Earn-out Statement or the calculation
of the resulting Earn-out Consideration in relation to the Earn-out Period.


 


Gross
Profit: in relation to the Earn-out Period, the sum of:


 


Gross
profit (Net sales – Cost of goods sold) of
EFactor.com’s social networking business for that period; and


 


Gross
profit (Net sales – Cost of goods sold) of
the social networking business of ELEQT and the Subsidiaries for that period, as shown in the Reference Accounts for the Earn-out
Period.


 


Gross
Profit Margin: the Gross Profit divided by the Revenues, expressed as a percentage.


 


Gross
Profit Margin Amount: has the meaning given in paragraph 3.1.


 


Membership:
the total number of people who are members of one or more of the social networks owned and operated by:


 


		(a)	EFactor.com;
                                         and



 


		(b)	ELEQT
                                         and the Subsidiaries,



 


as
at the end of the Earn-out Period, as shown in the Reference Accounts for the Earn-out Period. For the avoidance of doubt, a person
who is a member of more than one such social networks shall be counted as one member for the purposes of calculating the Membership.


 


Membership
Growth: the amount by which the Combined Membership at the end of the Earn-out Period exceeds the Combined Membership as of
October 1, 2014. (2014 Membership), expressed as a percentage of the 2014 Membership.


 


Membership
Growth Amount: has the meaning given in paragraph 5.13.1.


 


Member
Spend: in relation to the Earn-out Period, the amount of the Revenues received from the Membership, as shown in the Reference
Accounts for the Earn-out Period.


 


Member
Spend Growth: the amount by which the Member Spend exceeds $100,000 (2014 Member Spend), expressed as a percentage
of the 2014 Member Spend.


 


Member
Spend Growth Amount: has the meaning given in paragraph 4.13.1.




    	27



    	 



    

 


Objection
Notice: has the meaning given in paragraph 7.3.


 


Reference
Accounts: in relation to the Earn-out Period, the individual audited financial statements of EFactor.com, ELEQT and the Subsidiaries
as at and to the last day of the Earn-out Period, including in each case an audited balance sheet and profit and loss account.


 


Resolution
Notice: has the meaning set out in paragraph 7.6.


 


Revenue
Growth Amount: has the meaning given in paragraph 2.1.


 


Revenues:
in relation to the Earn-out Period, the sum of:


 


		(c)	the
                                         revenues of EFactor.com’s social networking business; and



 


		(d)	the
                                         consolidated revenues of the social networking business of ELEQT and the Subsidiaries
                                         for that period,



 


as
shown in the Reference Accounts for the Earn-out Period.


 


Review
Period: has the meaning set out in paragraph 7.3.


 


		2.	Revenue
                                         Growth Amount



 


		2.1	Subject
                                         to paragraph 2.2, a portion of the Earn-out Consideration shall be calculated on the
                                         basis of an amount (Revenue Growth Amount) which shall not exceed 1,090,000 Shares
                                         of Common Stock and which shall depend on the amount of the Revenues, as determined from
                                         the following table:



 


	Revenues	 	Revenue
    Growth Amount	 
	No more than 125% of $1,500,000	 	 	Nil	 
	More than 125%
    of $1,500,000 but no more than 140% of $1,500,000	 	 	272,500	 
	More than 140% of $1,500,000
    but no more than 150% of $1,500,000	 	 	545,000	 
	More than 150% of $1,500,000
    but no more than 167% of $1,500,000	 	 	817,500	 
	More than 167% of $1,500,000	 	 	1,090,000	 



 


		2.2	Notwithstanding
                                         the foregoing, if the Gross Profit Margin is not more than 20%, the Revenue Growth Amount
                                         shall be nil in any event.



 


		3.	Gross
                                         Profit Margin Amount



 


		3.1	A
                                         portion of the Earn-out Consideration shall be calculated on the basis of an amount (Gross
                                         Profit Margin Amount) which shall not exceed 1,090,000
                                         Shares of Common Stock and which shall depend on the amount of the Gross Profit
                                         Margin, as determined from the following table:



 


	Gross
    Profit Margin	 	Gross
    Profit Margin Amount	 
	No more than 15%	 	 	Nil	 
	More than 15%
    but no more than 25%	 	 	272,500	 
	More than 25% but no more
    than 30%	 	 	545,000	 
	More than 30% but no more
    than 50%	 	 	817,500	 
	More than 50%	 	 	1,090,000	 



 






    	28



    	 



    

 


		4.	Member
                                         Spend Growth Amount



 


		4.1	A
                                         portion of the Earn-out Consideration shall be calculated on the basis of an amount (Member
                                         Spend Growth Amount) which shall not exceed 726,667 Shares
                                         of Common Stock and which shall depend on the amount of the Member Spend Growth,
                                         as determined from the following table:



 

	Member
    Spend Growth	 	Member
    Spend Growth Amount	 
	No more than 25%	 	 	Nil	 
	More than 25%
    but no more than 50%	 	 	181,667	 
	More than 50% but no more
    than 75%	 	 	363,333	 
	More than 75% but no more
    than 100%	 	 	545,000	 
	More than 100%	 	 	726,667	 



 


		5.	Membership
                                         Growth Amount



 


		5.1	A portion
                                         of the Earn-out Consideration shall be calculated on the basis of an amount (Membership
                                         Growth Amount) which shall not exceed $400,000 and which shall depend on the amount
                                         of the Membership Growth, as determined from the following table:



 


	Membership
    Growth	 	Membership
    Growth Amount	 
	No more than 20%	 	 	Nil	 
	More than 20%
    but no more than 40%	 	 	181,667	 
	More than 40% but no more
    than 60%	 	 	363,333	 
	More than 60% but no more
    than 80%	 	 	545,000	 
	More than 80%	 	 	726,667	 



 


		6.	Earn-out
                                         Consideration



 


		6.1	EFactor
                                         shall pay the Earn-out Consideration to the Sellers in respect of the Earn-out Period.
                                         The Earn-out Consideration shall be satisfied by the allotment and issue to each of the
                                         Sellers, credited as fully paid, of the relevant EFactor Shares in the Seller Proportions.



 


		6.2	EFactor
                                         shall satisfy the Earn-out Consideration to the Sellers within 15 Business Days of the
                                         first of the following to occur:



 


		(a)	the
                                         Sellers accept, or are deemed to have accepted, the Earn-out Statement in accordance
                                         with paragraph 7.4; or



 


		(b)	EFactor
                                         and the Seller Representative agree in writing all disputed matters relating to the preparation
                                         of the Earn-out Statement; or



 


		(c)	EFactor
                                         and the Seller Representative receive notice of the Expert's determination of the Revenues
                                         and EBITDA in accordance with paragraph 8.





    	29



    	 



    

 


		6.3	EFactor
                                         shall be entitled to withhold and set off against any Earn-out Consideration otherwise
                                         due and payable to any Warrantor under this Schedule any amount due and payable by that
                                         Warrantor to EFactor in respect of any Claim or claim under the






 


Tax
Covenant, or which may become payable by that Warrantor upon the settlement or determination of any outstanding Claim or claim
under the Tax Covenant.


 


		7.	Earn-out
                                         Statement and agreement of Earn-out Consideration



 


		7.1	In relation
                                         to the Earn-out Period, EFactor shall use its reasonable endeavours to procure that the
                                         Reference Accounts for the Earn-out Period are prepared and audited within 45 days of
                                         the last day of the Earn-out Period. The Reference Accounts shall be prepared in accordance
                                         with US GAAP as in force at the time of preparation.



 


		7.2	Within 45
                                         days of completion of the audit of the Reference Accounts in respect of the Earn-out
                                         Period, EFactor shall deliver to the Seller:



 


		(a)	a
                                         copy of the relevant Reference Accounts; and



 


		(b)	a
                                         statement prepared by EFactor's auditors (Earn-out Statement) setting out:



 


their
calculation of the Revenue Growth Amount, the Gross Profit Margin Amount, the Member Spend Growth Amount and the Membership Growth
Amount; and


 


any
adjustments made to the Reference Accounts in calculating the Revenue Growth Amount, the Gross Profit Margin Amount, the Member
Spend Growth Amount and the Membership Growth Amount.


 


		7.3	The Seller
                                         Representative shall, within 5 days from receipt of the Reference Accounts and the Earn-out
                                         Statement (Review Period), deliver to EFactor a written notice stating whether
                                         or not the Sellers agree with the Earn-out Statement. In the case of disagreement, the
                                         notice (Objection Notice) shall specify the areas disputed by the Sellers and
                                         describe, in reasonable detail, the basis for the dispute.



 


		7.4	If the Sellers
                                         fail to deliver an Objection Notice within the Review Period the Sellers shall, with
                                         effect from the expiry of the Review Period, be deemed to have agreed with the Earn-out
                                         Statement in the form delivered by EFactor.



 


		7.5	During the
                                         Review Period, the Seller Representative (and its agents and advisers) shall have the
                                         right to inspect the books and records of ELEQT and the Subsidiaries during normal business
                                         hours, and upon reasonable prior notice, for the purpose of reviewing the Earn-out Statement
                                         and the calculation of the Revenue Growth Amount, the Gross Profit Margin Amount, the
                                         Member Spend Growth Amount and the Membership Growth Amount set out in it.



 


		7.6	If the Seller
                                         Representative serves an Objection Notice, the parties shall negotiate in good faith
                                         to resolve the disputed matters and agree the amount of the Revenue Growth Amount, the
                                         Gross Profit Margin Amount, the Member Spend Growth Amount and the Membership Growth
                                         Amount. If the parties are unable to reach agreement within 30 days following the service
                                         of an Objection Notice, then at any time following the expiry of such period either EFactor
                                         or the Seller Representative may, by written notice to the other (Resolution Notice),
                                         require the disputed matters to be referred to an Expert for determination in accordance
                                         with paragraph 8.



 


		7.7	Each party
                                         shall bear its own costs incurred in connection with the preparation, review and agreement
                                         of the Earn-out Statement.



 


		8.	Expert
                                         determination



 


		8.1	If a Resolution
                                         Notice is served by either EFactor or the Seller Representative, EFactor and the Seller
                                         Representative shall use all reasonable endeavours to reach agreement regarding the identity
                                         of the person to be appointed as the Expert and to agree the terms of his appointment
                                         with the Expert as soon as reasonably possible. Neither EFactor nor the Seller Representative
                                         shall unreasonably withhold its agreement to the proposed terms of appointment of the
                                         Expert.





    	30



    	 



    

 


		8.2	If EFactor
                                         and the Seller Representative fail to agree on an Expert and the terms of his appointment
                                         within 30 days of a Resolution Notice being served, then either EFactor or the Seller
                                         Representative shall be entitled to request the President for the time being of the Institute
                                         of Chartered Accountants of England and Wales to appoint the Expert and to agree his
                                         of terms of appointment on behalf of the parties.



 


		8.3	Except for
                                         any procedural matters, or as otherwise expressly provided in this Schedule, the Expert
                                         shall only be required to make a determination on the matters in dispute regarding the
                                         calculation of the Revenue Growth Amount, the Gross Profit Margin Amount, the Member
                                         Spend Growth Amount and the Membership Growth Amount, and any adjustments, corrections
                                         or modifications (if any) that should be made to the Earn-out Statement.



 


		8.4	The parties
                                         shall co-operate with the Expert and they shall provide (and in the case of EFactor shall
                                         procure that EFactor.com, ELEQT and each of the Subsidiaries provides) such assistance
                                         and access to such documents, personnel, books and records as the Expert may reasonably
                                         require for the purpose of making his determination.



 


		8.5	EFactor
                                         and the Seller Representative shall be entitled to make submissions to the Expert, including
                                         oral submissions, and each party shall, with reasonable promptness, supply the other
                                         party with such information and access to its documentation, books and records as the
                                         other party may reasonably require in order to make a submission to the Expert in accordance
                                         with this paragraph.



 


		8.6	To the extent
                                         not provided for in this paragraph 8, the Expert may, in his reasonable discretion, determine
                                         such procedures to assist with the conduct of his determination as he considers just
                                         or appropriate, including, to the extent he considers necessary, instructing advisers
                                         to assist him in reaching his determination.



 


		8.7	The Expert
                                         shall be required to make his determination in writing (including the reasons for his
                                         determination) and to give notice of his determination (including a copy) to each party
                                         as soon as reasonably practicable and in any event within 30 days of his appointment.



 


		8.8	All matters
                                         under this Schedule shall be conducted, and the Expert's decision shall be written, in
                                         the English language.



 


		8.9	The Expert
                                         shall act as an expert and not as an arbitrator. Save in the event of manifest error
                                         or fraud the Expert's determination of any matters referred to him in accordance with
                                         this Schedule shall be final and binding on the parties.



 


		8.10	If an appointed
                                         Expert dies or becomes unwilling or incapable of acting, or does not deliver his determination
                                         within the period required by paragraph 8.7:



 


		(a)	the
                                         parties shall use all reasonable endeavours to agree the identity and terms of appointment
                                         of a replacement Expert;



 


		(b)	if
                                         the parties fail to agree and appoint a replacement Expert within 30 days of a replacement
                                         being proposed in writing by a party, then either party may apply to the President for
                                         the time being of the Institute of Chartered Accountants of England and Wales to discharge
                                         the appointed Expert and to appoint a replacement Expert; and



 


		(c)	this
                                         paragraph 8.10 shall apply in relation to each and any replacement Expert as if he were
                                         the first Expert appointed.





    	31



    	 



    

 


		8.11	Each party
                                         shall bear and pay its own costs incurred in connection with the Expert's determination.
                                         The Expert's fees and any costs or expenses incurred by the Expert in making his determination
                                         (including the fees and costs of any advisers appointed by the Expert) shall be borne
                                         in such proportions as the Expert may direct.



 


		8.12	Each party
                                         shall act reasonably and co-operate to give effect to the provisions of this paragraph
                                         8 and shall not otherwise do anything to hinder or prevent the Expert from reaching his
                                         determination.





    	32



    	 



    

  


Schedule
5Warranties


 


Part
1.General Warranties


 


		1.	Power
                                         to sell the Sale Shares



 


		1.1	Each Seller
                                         is the legal and beneficial owner of the number of Sale Shares set out opposite its,
                                         his or her name in Part 1 of Schedule 1 and is entitled to transfer the legal and beneficial
                                         title to such Sale Shares to EFactor free from all Encumbrances, without the consent
                                         of any other person.



 


		1.2	None of
                                         the Sellers or the Warrantors has any claims or other rights against ELEQT or any of
                                         the Subsidiaries, whether under any shareholders’ agreement or otherwise.



 


		1.3	Each Seller
                                         has taken all necessary actions and has all requisite power and authority to enter into
                                         and perform this agreement and the other documents referred to in it (to which they are
                                         a party) in accordance with their respective terms.



 


		1.4	This agreement
                                         constitutes a valid, legal and binding obligation on each Seller in accordance with its
                                         terms.



 


		1.5	The execution
                                         and delivery by the Sellers of this agreement and the documents referred to in it, and
                                         compliance with their respective terms shall not breach or constitute a default:



 


		(a)	under
                                         any agreement or instrument to which any Seller is a party or by which any Seller is
                                         bound; or



 


		(b)	of
                                         any order, judgment, decree or other restriction applicable to any Seller.



 


		2.	Shares
                                         in ELEQT and the Subsidiaries



 


		2.1	The Sale
                                         Shares constitute the whole of the allotted and issued share capital of ELEQT and are
                                         fully paid or credited as fully paid.



 


		2.2	ELEQT is
                                         the sole legal and beneficial owner of the whole of the allotted and issued share capital
                                         of each of the Subsidiaries.



 


		2.3	The issued
                                         shares of each Subsidiary are fully paid or credited as fully paid.



 


		2.4	No person
                                         has any right to require, at any time, the transfer, creation, issue or allotment of
                                         any share, loan capital or other securities (or any rights or interest in them) of ELEQT
                                         or any of the Subsidiaries, and neither the Sellers, ELEQT nor any of the Subsidiaries
                                         has agreed to confer any such rights, and no person has claimed any such right.



 


		2.5	No Encumbrance
                                         has been granted to any person or otherwise exists affecting:



 


		(a)	the
                                         Sale Shares or any issued shares of the Subsidiaries; or



 


		(b)	any
                                         unissued shares, debentures or other unissued securities of ELEQT or any of the Subsidiaries.



 


No
commitment to create any such Encumbrance has been given, nor has any person claimed any such rights.


 


		2.6	Neither
                                         ELEQT nor any of the Subsidiaries:



 


		(a)	holds
                                         or beneficially owns, or has agreed to acquire, any shares, loan capital or any other
                                         securities in any company (other than the Subsidiaries); or



 


		(b)	has
                                         at any time had any subsidiaries or subsidiary undertakings, other than the Subsidiaries;
                                         or





    	33



    	 



    

 


		(c)	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



 


		(d)	controls
                                         or takes part in the management of any company or business organisation (other than the
                                         Subsidiaries), nor has it agreed to do so; or



 


		(e)	has
                                         any branch or permanent establishment, outside its country of incorporation.



 


		2.7	Neither
                                         ELEQT nor any of the Subsidiaries has at any time:



 


		(a)	purchased,
                                         redeemed, reduced, forfeited or repaid any of its own share capital; or



 


		(b)	given
                                         any financial assistance in contravention of any applicable law or regulation; or



 


		(c)	allotted
                                         or issued any securities that are convertible into shares.



 


		2.8	No shares
                                         in the capital of ELEQT or any of the Subsidiaries have been issued, and no transfer
                                         of any such shares has been registered, except in accordance with all applicable laws
                                         and the memorandum and articles of association of ELEQT or the relevant Subsidiary (as
                                         the case may be) and all such transfers have been duly stamped (where applicable).



 


		3.	Constitutional
                                         and corporate documents



 


		3.1	Copies of
                                         the memorandum and articles of association (or other constitutional and corporate documents)
                                         of ELEQT and the Subsidiaries have been Disclosed. Such documents:



 


		(a)	are
                                         true, accurate and complete in all respects;



 


		(b)	have
                                         attached to them copies of all resolutions and agreements required by applicable law
                                         to be so attached; and



 


		(c)	fully
                                         set out all the rights and restrictions attaching to each class of shares in the capital
                                         of ELEQT and the Subsidiaries.



 


		3.2	All statutory
                                         books and registers of ELEQT and the Subsidiaries have been properly kept, are written
                                         up to date and contain a true, complete and accurate record of all matters which should
                                         be contained in them. No notice or allegation has been received that any such books or
                                         registers are incorrect or should be rectified.



 


		3.3	All returns,
                                         particulars, resolutions and other documents that ELEQT or any of the Subsidiaries is
                                         required by law to file with, or deliver to, any authority in any jurisdiction (including,
                                         in particular, the Registrar of Companies in England and Wales) have been correctly made
                                         up and duly filed or delivered



 


		3.4	All dividends
                                         or distributions declared, made or paid by ELEQT or any of the Subsidiaries have been
                                         declared, made or paid in accordance with its memorandum and articles of association,
                                         all applicable laws and regulations and any agreements or arrangements made with any
                                         third party regulating the payment of dividends and distributions.



 


		3.5	All deeds
                                         and documents belonging to ELEQT or any of the Subsidiaries, or to which any of them
                                         is a party, are in the possession of ELEQT or the relevant Subsidiary (as the case may
                                         be).



 


		4.	Information



 


		4.1	The particulars
                                         of ELEQT and the Subsidiaries set out in Schedule 2 are true, accurate, complete and
                                         not misleading.





    	34



    	 



    

  


		5.	Compliance
                                         with laws



 


		5.1	So far as
                                         the Warrantors are aware, each of ELEQT and the Subsidiaries has at all times conducted
                                         its business in accordance with, and has acted in compliance with all applicable laws
                                         and regulations of any relevant jurisdiction.



 


		5.2	Neither
                                         ELEQT nor any of the Subsidiaries, nor any of their respective directors or employees
                                         (current or past), has been convicted of an offence in relation to the business or affairs
                                         of ELEQT or any of the Subsidiaries.



 


		6.	Licences
                                         and consents



 


		6.1	ELEQT and
                                         each of the Subsidiaries holds all licences, consents, permits and authorities necessary
                                         to carry on its business in the places and in the manner in which it is carried on at
                                         the date of this agreement (Consents). Details of the Consents and copies of all
                                         related documentation have been Disclosed.



 


		6.2	Each of
                                         the Consents is valid and subsisting, and neither ELEQT nor any of the Subsidiaries is
                                         in breach of the terms or conditions of the Consents (or any of them).



 


		6.3	There is
                                         no reason why any of the Consents may be revoked, suspended or cancelled (in whole or
                                         in part), or may not be renewed on the same terms.



 


		7.	Insurance



 


		7.1	ELEQT and
                                         each of the Subsidiaries maintains, and has at all material times maintained, adequate
                                         insurance cover against all losses and liabilities, including business interruption,
                                         and all other risks that are normally insured against by a person carrying on the same
                                         type of business as the Business.



 


		7.2	Complete
                                         and accurate details of all insurance policies maintained by or on behalf of ELEQT or
                                         any of the Subsidiaries (Policies) have been Disclosed.



 


		7.3	The Policies
                                         are in full force and effect, all premiums due on them have been paid and all other conditions
                                         of the Policies have been performed and observed.



 


		7.4	Neither
                                         ELEQT nor any of the Subsidiaries has done, or omitted to do, anything that may result
                                         in an increase in the premium payable for any of the Policies, or that may adversely
                                         affect the renewal of any of the Policies.



 


		7.5	None of
                                         the Policies:



 


		(a)	are
                                         subject to any special or unusual terms or restrictions, or to the payment of any premium
                                         in excess of the normal rate; or



 


		(b)	are
                                         void or voidable and nothing has been done, or omitted to be done, which could make any
                                         of them void or voidable; or



 


		(c)	are
                                         capable of being terminated, or will otherwise cease to be available to ELEQT or any
                                         of the Subsidiaries as a result of Completion.



 


		7.6	The Disclosure
                                         Letter contains complete and accurate details of all insurance claims made by ELEQT or
                                         any of the Subsidiaries during the period of 2 years ending on the date of this agreement.



 


		7.7	There are
                                         no outstanding claims under, or in respect of the validity of, any of the Policies and,
                                         so far as the Warrantors are aware, there are no circumstances likely to give rise to
                                         a claim under any of the Policies.



 


		8.	Powers
                                         of attorney



 


		8.1	There are
                                         no powers of attorney granted by ELEQT or any of the Subsidiaries which are currently
                                         in force.





    	35



    	 



    

 


		8.2	No person
                                         is entitled or authorised in any capacity to bind or commit ELEQT or any of the Subsidiaries
                                         to any obligation outside the ordinary course of the Business.



 


		8.3	The Disclosure
                                         Letter specifies those persons who have authority to bind ELEQT and the Subsidiaries
                                         in the ordinary course of the Business.



 


		9.	Disputes
                                         and investigations



 


		9.1	Neither
                                         ELEQT nor any of the Subsidiaries, nor any of their respective Directors, nor any person
                                         for whose acts ELEQT or any of the Subsidiaries may be vicariously liable, is engaged
                                         or involved in, or otherwise subject to any of the following matters (such matters being
                                         referred to in this paragraph 9 as Proceedings):



 


		(a)	any
                                         litigation or administrative, mediation, arbitration or other proceedings, or any claims,
                                         actions or hearings before any court, tribunal or any governmental, regulatory or similar
                                         body, or any department, board or agency (except for debt collection in the normal course
                                         of business); or



 


		(b)	any
                                         dispute with, or any investigation, inquiry or enforcement proceedings by, any governmental,
                                         regulatory or similar body or agency in any jurisdiction.



 


		9.2	No Proceedings
                                         have been threatened or are pending by or against ELEQT, any of the Subsidiaries, any
                                         Director or any person for whose acts ELEQT or any of the Subsidiaries may be vicariously
                                         liable, and so far as there the Warrantors are aware there are no circumstances likely
                                         to give rise to any such Proceedings.



 


		9.3	Neither
                                         ELEQT nor any of the Subsidiaries:



 


		(a)	is
                                         affected by any existing or pending judgment, order or other decision or ruling of a
                                         court, tribunal, arbitrator, or any governmental, regulatory or similar body or agency
                                         in any jurisdiction; or



 


		(b)	has
                                         given any undertaking to any court, tribunal, arbitrator, or any governmental, regulatory
                                         or similar body or any other third party arising out of, or in connection with, any Proceedings
                                         which remains in force.



 


		10.	Defective
                                         products and services



 


		10.1	Neither
                                         ELEQT nor any of the Subsidiaries has supplied any products or supplied any products
                                         or services which were at the time they were supplied, faulty or defective or did not
                                         comply with:



 


		(a)	any
                                         warranties or representations expressly or impliedly made by or on behalf of ELEQT or
                                         any of the Subsidiaries in connection with such products or services; or



 


		(b)	any
                                         laws, regulations, standards and requirements applicable to such products or services.



 


		10.2	No proceedings
                                         have been started, are pending or have been threatened against ELEQT or any of the Subsidiaries:



 


		(a)	in
                                         which it is claimed that any product supplied by ELEQT or any of the Subsidiaries is
                                         defective, not appropriate for its intended use or has caused bodily injury or material
                                         damage to any person or property when applied or used as intended; or



 


		(b)	in
                                         respect of any services supplied by ELEQT or any of the Subsidiaries.



 


		10.3	There are
                                         no disputes between ELEQT or any of the Subsidiaries and any of their respective customers,
                                         clients or any other third parties in connection with any products or services supplied
                                         by ELEQT or any of the Subsidiaries.





    	36



    	 



    

 


 


 


 






 


		11.	Customers
                                         and suppliers



 


		11.1	The definition
                                         in this paragraph applies in this agreement.



 


Material
Counterparty: any customer, client or supplier of ELEQT or any of the Subsidiaries that represented at least 5% of the total
purchases or supplies made by or to ELEQT or any of the Subsidiaries during the period of 12 months ending on the date of this
agreement.


 


		11.2	In the
                                         period of 12 months ending on the date of this agreement:



 


		(a)	no
                                         Material Counterparty has ceased, or threatened to cease to do business with, or reduced,
                                         or threatened to reduce in any material respect the extent to which it does business
                                         with, ELEQT or any of the Subsidiaries;



 


		(b)	there
                                         has been no material adverse change in the basis or terms on which any Material Counterparty
                                         does business with ELEQT or any of the Subsidiaries; and



 


		(c)	the
                                         Business has not been materially affected in an adverse manner as a result of (either
                                         individually or in combination) the loss of, or reduction in trading with, any customer,
                                         client or supplier of ELEQT or any of the Subsidiaries, or a change in the terms on which
                                         any such customer, client or supplier does business with ELEQT or any of the Subsidiaries.



 


		11.3	None of
                                         the matters referred to in paragraph 11.2 of Part 1 of this Schedule is likely to occur.



 


		11.4	No customer,
                                         client or supplier accounted for more than 5% of the aggregate sales or purchases (as
                                         applicable) made by ELEQT or any of the Subsidiaries during the period of 12 months ending
                                         on the date of this agreement.



 


		11.5	The number
                                         of registered members (opt-in) on ELEQT’s platform as at Completion is not less
                                         than [                ].



 


		11.6	Neither
                                         ELEQT nor any of the Subsidiaries made any sales to any customers during the 2 year period
                                         ending on Completion where such sales were in any way conditional on any factors.



 


		12.	Contracts



 


		12.1	The definition
                                         in this paragraph applies in this agreement.



 


Material
Contract: any agreement, arrangement, understanding or commitment that ELEQT or any of the Subsidiaries is a party to, or
bound by, and which is of material importance to the business, profits or assets of ELEQT or any of the Subsidiaries.


 


		12.2	Except
                                         as Disclosed, neither ELEQT nor any of the Subsidiaries is a party to, or otherwise subject
                                         to any agreement, arrangement, understanding or commitment which:



 


		(a)	is
                                         a Material Contract; or



 


		(b)	is
                                         of an unusual or exceptional nature; or



 


		(c)	is
                                         not in the ordinary and usual course of the Business; or



 


		(d)	may
                                         be terminated as a result of a change of Control of ELEQT or any of the Subsidiaries;
                                         or



 


		(e)	restricts
                                         the freedom of ELEQT or any of the Subsidiaries to carry on the whole or any part of
                                         the Business in any part of the world in such manner as it thinks fit; or



 


		(f)	involves
                                         agency or distributorship; or



 




    	37



    	 



    

  


		(g)	involves
                                         partnership, joint venture, consortium, joint development, shareholder or similar arrangements;
                                         or



 


		(h)	involves
                                         the grant of any sole or exclusive rights by or to ELEQT or any of the Subsidiaries;
                                         or



 


		(i)	is
                                         incapable of complete performance in accordance with its terms within six months after
                                         the date on which it was entered into; or



 


		(j)	cannot
                                         be readily fulfilled or performed by ELEQT or the relevant Subsidiary on time and without
                                         undue or unusual expenditure of money and effort; or



 


		(k)	involves
                                         or is likely to involve an aggregate consideration payable by or to ELEQT or any of the
                                         Subsidiaries in excess of £[AMOUNT]; or



 


		(l)	requires
                                         ELEQT or any of the Subsidiaries to pay any commission, finders' fee, royalty or the
                                         like; or



 


		(m)	is
                                         for the supply of goods and/or services by or to ELEQT or any of the Subsidiaries on
                                         terms under which retrospective or future discounts, price reductions or other financial
                                         incentives are given; or



 


		(n)	is
                                         not on arm's-length terms; or



 


		(o)	is
                                         a finance lease, hire purchase, rental or credit sale agreement or which otherwise provides
                                         for the purchase or right to purchase any asset by instalment payments; or



 


		(p)	involves
                                         obligations or liabilities that ought reasonably to be made known to EFactor.



 


		12.3	There are
                                         no outstanding or ongoing negotiations of material importance to business, profits or
                                         assets of ELEQT or any of the Subsidiaries, or any outstanding quotations or tenders
                                         for a contract that, if accepted, would give rise to a Material Contract, or a contract
                                         of any other type as referred to in paragraph 12.2 of Part 1 of this Schedule.



 


		12.4	Each Material
                                         Contract is in full force and effect and binding on the parties to it.



 


		12.5	Neither
                                         ELEQT nor any of the Subsidiaries, nor any other counterparty is (or will, with the lapse
                                         of time, be) in default of:



 


		(a)	any
                                         Material Contract; or



 


		(b)	any
                                         other agreement, arrangement, undertaking or commitment a default of which would be material
                                         having regard to the trading, profits or financial position of ELEQT or any of the Subsidiaries.



 


No
such default has been threatened, and there are no facts or circumstances likely to give rise to any such default.


 


		12.6	No notice
                                         of termination of a Material Contract has been received or served by ELEQT or any of
                                         the Subsidiaries, and there are no grounds for the termination, rescission, avoidance,
                                         repudiation or a material change in the terms of any such contract.



 


		13.	Transactions
                                         with the Sellers



 


		13.1	There is
                                         no outstanding indebtedness or other liability (actual or contingent) and no outstanding
                                         contract, commitment or arrangement between ELEQT or any of the Subsidiaries and any
                                         of the following:



 


		(a)	a
                                         Seller, or any person Connected with a Seller; or



 


		(b)	a
                                         Director, or any person Connected with a Director.



 




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		13.2	None of
                                         the Sellers, nor any person Connected with a Seller, has a claim of any nature against
                                         ELEQT or any of the Subsidiaries, or has assigned to any person the benefit of any such
                                         claim.



 


		14.	Finance
                                         and guarantees



 


		14.1	The Disclosure
                                         Letter contains full particulars of:



 


		(a)	all
                                         money borrowed by ELEQT and each of the Subsidiaries; and



 


		(b)	all
                                         loans, overdrafts or other financial facilities currently outstanding or available to
                                         ELEQT or any of the Subsidiaries (Financial Facilities), including copies of all
                                         documents relating to such Financial Facilities.



 


		14.2	The total
                                         amount borrowed by ELEQT or any of the Subsidiaries (whether pursuant to the Financial
                                         Facilities or otherwise) does not exceed any limitations on the borrowing powers of ELEQT
                                         or the relevant Subsidiary contained in:



 


		(a)	its
                                         articles of association; or



 


		(b)	any
                                         debenture or other deed or document binding on ELEQT or the relevant Subsidiary.



 


		14.3	There are
                                         no circumstances or matters which could affect the continuance of any of the Financial
                                         Facilities, or which may result in an amendment of their terms.



 


		14.4	No indebtedness
                                         of ELEQT or any of the Subsidiaries is due and payable and no Encumbrance over any of
                                         the assets of ELEQT or any of the Subsidiaries is now enforceable, whether by virtue
                                         of the stated maturity date of the indebtedness having been reached or otherwise.



 


		14.5	Neither
                                         ELEQT nor any of the Subsidiaries has received any notice (whose terms have not been
                                         fully complied with or carried out) from any creditor requiring any payment to be made
                                         in respect of any indebtedness (whether arising pursuant to the Financial Facilities
                                         or otherwise), or intimating the enforcement of any Encumbrance which it holds over the
                                         assets of ELEQT or any of the Subsidiaries.



 


		14.6	No Encumbrance,
                                         guarantee, indemnity or other similar security arrangement has been given or entered
                                         into by ELEQT, a Subsidiary or any third party in respect of borrowings or other obligations
                                         of ELEQT or any of the Subsidiaries (whether arising pursuant to the Financial Facilities
                                         or otherwise), nor has any such person agreed to do so.



 


		14.7	Neither
                                         ELEQT nor any of the Subsidiaries has given or entered into, or agreed to give or enter
                                         into, any Encumbrance, guarantee, indemnity or other similar security arrangement in
                                         respect of the indebtedness of, or the default in the performance of any obligation by,
                                         of any other person.



 


		14.8	Neither
                                         ELEQT nor any of the Subsidiaries has:



 


		(a)	factored
                                         or discounted any of its debts; or



 


		(b)	engaged
                                         in financing of a type which would not need to be shown or reflected in the Accounts;
                                         or



 


		(c)	waived
                                         any right of set-off it may have against any third party.



 


		14.9	Neither
                                         ELEQT nor any of the Subsidiaries has any outstanding loan capital, or has lent any money
                                         that has not been repaid, and there are no debts owing to ELEQT or any of the Subsidiaries
                                         other than debts that have arisen in the normal course of the Business.



 




    	39



    	 



    

  


		14.10	The debts
                                         owing to ELEQT or any of the Subsidiaries as reflected in the Accounts, and all debts
                                         subsequently recorded in the books of ELEQT or any of the Subsidiaries since the Accounts
                                         Date:



 


		(a)	have
                                         been realised, or will within three months after the date of this agreement realise in
                                         cash their full amount as included in those Accounts or books;



 


		(b)	have
                                         not been outstanding (in whole or in part) for more than two months from its due date
                                         for payment; and



 


		(c)	are
                                         not subject to any right of set-off or counterclaim.



 


		14.11	Neither
                                         ELEQT nor any of the Subsidiaries is subject to any arrangement for receipt or repayment
                                         of any grant, subsidy or financial assistance from any government department or other
                                         body.



 


		14.12	Particulars
                                         of the balances of all the bank accounts of ELEQT and the Subsidiaries, showing the position
                                         as at the day immediately preceding the date of this agreement, have been Disclosed and
                                         neither ELEQT nor any of the Subsidiaries has any other bank account. Since the date
                                         of those particulars, there have been no payments out of those bank accounts other than
                                         routine payments in the ordinary course of the Business.



 


		15.	Liabilities



 


		15.1	Neither
                                         ELEQT nor any of the Subsidiaries has any liabilities (including contingent liabilities)
                                         other than as disclosed in the Accounts or incurred in the ordinary and proper course
                                         of the Business since the Accounts Date.



 


		15.2	No sum
                                         is owing by ELEQT or any of the Subsidiaries to their auditors, solicitors or other professional
                                         advisers, and no accrual ought properly be made by it in respect of any such sum.



 


		16.	Effect
                                         of sale of Sale Shares



 


Neither
the acquisition of the Sale Shares by EFactor, nor compliance with the terms of this agreement will:


 


		(a)	cause
                                         ELEQT or any of the Subsidiaries to lose the benefit of any asset, right or privilege
                                         it presently enjoys; or



 


		(b)	relieve
                                         any person of any obligation to ELEQT or any of the Subsidiaries (whether contractual
                                         or otherwise), or enable any person to determine any such obligation or any right or
                                         benefit enjoyed by ELEQT or any of the Subsidiaries, or to exercise any other right in
                                         respect of ELEQT or any of the Subsidiaries; or



 


		(c)	result
                                         in any customer, client or supplier being entitled to cease dealing with ELEQT or any
                                         of the Subsidiaries, or reducing its level of business, or changing the terms on which
                                         it deals, with ELEQT or any of the Subsidiaries; or



 


		(d)	result
                                         in the loss or impairment of, or any default under, any licence, authorisation or consent
                                         required by ELEQT or any of the Subsidiaries for the purposes of the Business; or



 


		(e)	so
                                         far as the Warrantors are aware, result in any officer or senior employee leaving ELEQT
                                         or any of the Subsidiaries; or



 


		(f)	result
                                         in the creation, imposition, crystallisation or enforcement of any Encumbrance on any
                                         of the assets of ELEQT or any of the Subsidiaries; or



 




    	40



    	 



    

  


		(g)	result
                                         in any present or future indebtedness of ELEQT or any of the Subsidiaries becoming due
                                         and payable, or capable of being declared due and payable prior to its stated maturity
                                         date, or cause any Financial Facility to be terminated or withdrawn; or



 


		(h)	entitle
                                         any person to receive from ELEQT or any of the Subsidiaries any finder’s fee, brokerage
                                         or other commission in connection with the Transaction; or



 


		(i)	give
                                         rise to, or cause to become exercisable, any right of pre-emption over the Sale Shares;
                                         or



 


		(j)	entitle
                                         any person to acquire, or affect the entitlement of any person to acquire, shares in
                                         ELEQT.



 


		17.	Insolvency



 


		17.1	Neither
                                         ELEQT nor any of the Subsidiaries:



 


		(a)	is
                                         insolvent or unable to pay its debts within the meaning of the Insolvency Act 1986 or
                                         any other applicable insolvency legislation; or



 


		(b)	has
                                         stopped paying its debts as they fall due.



 


		17.2	No step
                                         has been taken in any applicable jurisdiction to initiate any process by or under which:



 


		(a)	the
                                         ability of the creditors of ELEQT or any of the Subsidiaries to take any action to enforce
                                         their debts is suspended, restricted or prevented; or



 


		(b)	some
                                         or all of the creditors of ELEQT or of any of the Subsidiaries accept, by agreement or
                                         in pursuance of a court order, an amount less than the sums owing to them in satisfaction
                                         of those sums with a view to preventing the dissolution of ELEQT or any of the Subsidiaries;
                                         or



 


		(c)	a
                                         person is appointed to manage the affairs, business and assets of ELEQT or any of the
                                         Subsidiaries on behalf of their creditors; or



 


		(d)	the
                                         holder of a charge over any of the assets of ELEQT or any of the Subsidiaries is appointed
                                         to control the business and/or any assets of ELEQT or any of the Subsidiaries.



 


		17.3	In relation
                                         to ELEQT and each of the Subsidiaries:



 


		(a)	no
                                         administrator has been appointed;



 


		(b)	no
                                         documents have been filed with the court for the appointment of an administrator; and



 


		(c)	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).



 


		17.4	No process
                                         has been initiated which could lead to ELEQT or any of the Subsidiaries being dissolved
                                         and its assets being distributed among the relevant company's creditors, shareholders
                                         or other contributors.



 


		17.5	No distress,
                                         execution or other process has been levied on an asset of ELEQT or any of the Subsidiaries.



 


		17.6	None of
                                         the Warrantors has:



 


		(a)	had
                                         a bankruptcy petition presented against him or been declared bankrupt; or



 




    	41



    	 



    

  


		(b)	been
                                         served with a statutory demand, or is unable to pay any debts within the meaning of the
                                         Insolvency Act 1986; or



 


		(c)	entered
                                         into, or has proposed to enter into, any composition or arrangement with, or for, his
                                         creditors (including an individual voluntary arrangement); or



 


		(d)	been
                                         subject of any other event analogous to the foregoing in any jurisdiction.



 


		18.	Accounts



 


		18.1	The Accounts
                                         have been properly prepared in accordance with US GAAP and in accordance with the applicable
                                         law and regulations in the US.



 


		18.2	The Accounts:



 


		(a)	make
                                         proper and adequate provision for all bad and doubtful debts and for depreciation on
                                         fixed assets;



 


		(b)	do
                                         not overstate the value of current or fixed assets; and



 


		(c)	do
                                         not understate any liabilities (whether actual or contingent).



 


		18.3	The Accounts
                                         give a true and fair view of the state of affairs of ELEQT and the Subsidiaries (and,
                                         in relation to the consolidated accounts, of ELEQT and the Subsidiaries, and of ELEQT's
                                         Group as a whole) as at the Accounts Date, and of the profit or loss of ELEQT and the
                                         Subsidiaries, and of ELEQT's Group as a whole, for the financial year ended on that date.



 


		18.4	The Accounts
                                         contain either provision adequate to cover, or full particulars in notes of, all Taxation
                                         (including deferred Taxation) and other liabilities (whether quantified, contingent,
                                         disputed or otherwise) of ELEQT and the Subsidiaries as at the Accounts Date.



 


		18.5	The Accounts
                                         are not affected by any extraordinary, exceptional or non-recurring items or any other
                                         factor that would make the financial position and results shown by the Accounts unusual
                                         or misleading in any material respect.



 


		18.6	The Accounts
                                         have been filed in accordance with the requirements of all applicable laws and regulations.



 


		18.7	The Accounts
                                         have been prepared on a basis consistent with the statutory accounts of ELEQT or the
                                         Subsidiaries, or the consolidated accounts of ELEQT and the Subsidiaries (as the case
                                         may be), for the two prior accounting periods without any change in accounting policies
                                         used.



 


		18.8	The Management
                                         Accounts have been prepared on a basis consistent with that employed in preparing the
                                         Accounts and fairly represent the assets and liabilities and the income and expenditure
                                         of ELEQT and the Subsidiaries as at and to the date for which they have been prepared.



 


		19.	Changes
                                         since Accounts Date



 


Since
the Accounts Date:


 


		(a)	ELEQT
                                         and each of the Subsidiaries has conducted the Business in the normal course and as a
                                         going concern;



 


		(b)	there
                                         has been no material adverse change in the turnover, financial position or prospects
                                         of ELEQT or any of the Subsidiaries;



 


		(c)	neither
                                         ELEQT nor any of the Subsidiaries has issued or agreed to issue any share or loan capital;



 




    	42



    	 



    

  


		(d)	no
                                         dividend or other distribution of profits or assets has been, or agreed to be, declared,
                                         made or paid by ELEQT or any of the Subsidiaries;



 


		(e)	neither
                                         ELEQT nor any of the Subsidiaries has borrowed or raised any money or given or taken
                                         any form of financial security;



 


		(f)	no
                                         capital expenditure has been incurred on any individual item by ELEQT or any of the Subsidiaries
                                         in excess of £5,000 and neither ELEQT nor any of the Subsidiaries has acquired,
                                         invested or disposed of (or agreed to acquire, invest or dispose of) any individual item
                                         in excess of £5,000;



 


		(g)	no
                                         shareholder resolutions of ELEQT or any of the Subsidiaries have been passed; and



 


		(h)	ELEQT
                                         and each of the Subsidiaries has paid its creditors within the applicable periods agreed
                                         with the relevant creditor and there are no amounts owing by ELEQT or any of the Subsidiaries
                                         which have been outstanding for more than 60 days.



 


		20.	Financial
                                         and other records



 


		20.1	All financial
                                         and other records of ELEQT and of each of the Subsidiaries (Records):



 


		(a)	have
                                         been properly prepared and maintained;



 


		(b)	constitute
                                         an accurate record of all matters required by law to appear in them, and in the case
                                         of the accounting records, comply with the requirements of section 386 and section 388
                                         of the Companies Act 2006;



 


		(c)	do
                                         not contain any material inaccuracies or discrepancies; and



 


		(d)	are
                                         in the possession of ELEQT or the Subsidiary to which they relate.



 


		20.2	No notice
                                         has been received or allegation made that any of the Records are incorrect or should
                                         be rectified.



 


		20.3	To the
                                         extent that any of the Records are maintained or stored electronically:



 


		(a)	either
                                         ELEQT or a Subsidiary is the owner of any hardware and software required to access, maintain,
                                         copy and use such Records, and such ownership is not shared with any other person; and



 


		(b)	such
                                         Records are adequately backed-up.



 


		21.	Assets



 


		21.1	The assets
                                         included in the Accounts, together with any assets acquired since the Accounts Date and
                                         all other assets used by ELEQT or any of the Subsidiaries in connection with the Business
                                         (except for those disposed of since the Accounts Date in the normal course of business)
                                         are:



 


		(a)	legally
                                         and beneficially owned by either ELEQT or a Subsidiary, and the relevant owner has good
                                         and marketable title to such assets;



 


		(b)	not
                                         the subject of any lease, lease hire agreement, hire purchase agreement or agreement
                                         for payment on deferred terms, or any licence or factoring arrangement; and



 


		(c)	in
                                         the possession and control of ELEQT or a Subsidiary.



 


		21.2	None of
                                         the assets, undertaking or goodwill of ELEQT or any of the Subsidiaries is subject to
                                         an Encumbrance or any agreement or commitment to create an Encumbrance, and no person
                                         has claimed to be entitled to create such an Encumbrance.



 




    	43



    	 



    

  


		21.3	The assets
                                         owned by ELEQT and the Subsidiaries comprise all the assets necessary for the continuation
                                         of the Business as it is carried on at the date of this agreement.



 


		22.	Plant
                                         and equipment



 


		22.1	The vehicles,
                                         office and other equipment used by ELEQT or any of the Subsidiaries in connection with
                                         the Business are:



 


		(a)	in
                                         good working order and have been regularly and properly maintained;



 


		(b)	capable
                                         and will continue to be capable of doing the work for which they were designed; and



 


		(c)	not
                                         surplus to the current or proposed requirements of ELEQT or any of the Subsidiaries.



 


		23.	Intellectual
                                         property



 


		23.1	The definition
                                         in this paragraph applies in this agreement:



 


Intellectual
Property Rights: patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and
service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition,
rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential
information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered
or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to
claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now
or in the future in any part of the world.


 


		23.2	Complete
                                         and accurate particulars are set out in Part 1 and Part 2 of Schedule 7 respectively
                                         of all registered Intellectual Property Rights (including applications for such rights)
                                         and material unregistered Intellectual Property Rights owned, used or held for use by
                                         ELEQT or any of the Subsidiaries.



 


		23.3	Complete
                                         and accurate particulars are set out in Part 3 and Part 4 of Schedule 7 respectively
                                         of all licences, agreements, authorisations and permissions (in whatever form and whether
                                         express of implied) under which ELEQT or any of the Subsidiaries:



 


		(a)	uses
                                         or exploits Intellectual Property Rights owned by any third party; or



   


		(b)	has
                                         licensed or agreed to license Intellectual Property Rights to, or otherwise permitted
                                         the use of any Intellectual Property Rights by, any third party.



 


		23.4	Except
                                         as set out in Part 3 and Part 4 of Schedule 7, ELEQT or the relevant specified Subsidiary
                                         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 7, free from all Encumbrances.



 


		23.5	ELEQT and
                                         the Subsidiaries do not require any Intellectual Property Rights other than those set
                                         out in Part 1 and Part 2 of Schedule 7 in order to carry on the Business as it is conducted
                                         at the date of this agreement.



 


		23.6	The Intellectual
                                         Property Rights set out in Part 1 and Part 2 of Schedule 7 are valid, subsisting and
                                         enforceable and 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 or enforceable. In particular:



 


		(a)	all
                                         application and renewal fees and other steps required for the maintenance or protection
                                         of such rights have been paid on time or taken;



  



    	44



    	 



    

 


		(b)	all
                                         confidential information (including know-how and trade secrets) owned or used by ELEQT
                                         or any of the Subsidiaries 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);



 


		(c)	no
                                         mark, trade name or domain name identical or similar to any such rights has been registered,
                                         or is being used by any person in the same or a similar business to that of ELEQT or
                                         any of the Subsidiaries, in any country in which ELEQT or any of the Subsidiaries has
                                         registered or is using that mark, trade name or domain name;



 


		(d)	so
                                         far as the Warrantors are aware, nothing has been done, or not been done, which might
                                         render any registered trademark owned or used by ELEQT or any of the Subsidiaries liable
                                         to be revoked or declared invalid; and



 


		(e)	so
                                         far as the Warrantors are aware, 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.



 


		23.7	Nothing
                                         is due to be done within 30 days of the date of this agreement the omission of which
                                         would jeopardise the maintenance or prosecution of any of the Intellectual Property Rights
                                         owned or used by ELEQT or any of the Subsidiaries which are registered or the subject
                                         of an application for registration



 


		23.8	So far
                                         as the Warrantors are aware, there has been no infringement by any third party of any
                                         of the Intellectual Property Rights set out in Part 1 and Part 2 of Schedule 7, nor any
                                         third party breach of confidence, passing off or actionable act of unfair competition
                                         in relation to the business and assets of ELEQT or any of the Subsidiaries, and no such
                                         infringement, breach of confidence, passing off or actionable act of unfair competition
                                         is current or anticipated.



 


		23.9	The agreements
                                         and licences set out in Part 3 and Part 4 of Schedule 7:



 


		(a)	are
                                         valid and binding;



 


		(b)	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;



 


		(c)	are
                                         not the subject of any claim, dispute or proceeding, pending or threatened; and



 


		(d)	have,
                                         where required, been duly recorded or registered.



 


		23.10	A change
                                         of Control of ELEQT or any of the Subsidiaries will not result in the termination of,
                                         or have a material effect on, any of the Intellectual Property Rights set out in Schedule
                                         7.



 


		23.11	The activities
                                         of ELEQT, each of the Subsidiaries and of any licensee of Intellectual Property Rights
                                         granted by ELEQT or any of the Subsidiaries:



 


		(a)	have
                                         not infringed, do not infringe and are not likely to infringe the Intellectual Property
                                         Rights of any third party;



 


		(b)	have
                                         not constituted, do not constitute and are not likely to constitute any breach of confidence,
                                         passing off or actionable act of unfair competition; and



 


		(c)	have
                                         not given and do not give rise to any obligation to pay any royalty, fee, compensation
                                         or any other sum whatsoever.



 




    	45



    	 



    

  


		24.	Information
                                         technology



 


		24.1	The definitions
                                         in this paragraph apply in this agreement.



 


IT
Contracts: all written and oral arrangements and agreements (including those currently being negotiated) under which any third
party (including, without limitation, any source code deposit agents) provides or will provide any element of, or services relating
to, the IT System, including leasing, hire purchase, licensing, maintenance, website hosting, outsourcing, security, back-up,
disaster recovery, insurance and services agreements.


 


IT
System: all computer hardware (including network and telecommunications equipment), databases (Databases) and software
(including associated user manuals, object code and source code and other materials sufficient to enable a reasonably skilled
programmer to maintain and modify the software (Source Code)) (Software) owned, used, leased or licensed by or to
ELEQT or any of the Subsidiaries.


 


Virus:
any program which contains malicious code or infiltrates or damages a computer system without the owner's informed consent
or is designed to do so or which is hostile, intrusive or annoying to the owner or user and has no legitimate purpose.


 


		24.2	Complete
                                         and accurate particulars of the IT System and all IT Contracts are set out in Part 1
                                         and Part 2 of Schedule 8 and the Warrantors have no reason to believe that any of the
                                         IT Contracts are not adequate for the purposes of the Business.



 


		24.3	Except
                                         to the extent provided in the IT Contracts, ELEQT and the Subsidiaries are the owners
                                         of and in possession of the IT System free from Encumbrances. ELEQT and the Subsidiaries
                                         have obtained all necessary rights from third parties to enable them post-Completion
                                         to make exclusive and unrestricted use of the IT System for the purposes of the Business.



 


		24.4	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.



 


		24.5	There are
                                         and have been no claims, disputes or proceedings arising or threatened under any of the
                                         IT Contracts.



 


		24.6	None of
                                         the IT Contracts is liable to be terminated or otherwise materially affected by a change
                                         of Control of ELEQT or any of the Subsidiaries, and the Warrantors have no reason to
                                         believe that any of the IT Contracts will not be renewed on the same or substantially
                                         the same terms when they expire..



 


		24.7	ELEQT and
                                         the Subsidiaries have either:



 


		(a)	possession
                                         or control of the Source Code of all Software, and there has been no disclosure of such
                                         Source Code; or



 


		(b)	the
                                         right to gain access to the Source Code of all Software under the terms of source code
                                         deposit agreements with the owners of the rights in the relevant Software and reputable
                                         deposit agents (particulars of which are set out in Part 2 of Schedule 8).



   


		24.8	The elements
                                         of the IT System:



 


		(a)	are
                                         functioning properly and in accordance with all applicable specifications and with the
                                         service levels set out in the IT Contracts, and are fit for the purposes of the Business;



 


		(b)	are
                                         not defective in any respect and have not been materially defective or materially failed
                                         to function during the last 3 years;



  



    	46



    	 



    

 


		(c)	do
                                         not contain any Virus and have not within the last 12 months been infected by any Virus
                                         or accessed by any unauthorised person;



 


		(d)	have
                                         sufficient capacity, scalability and performance to meet the current and foreseeable
                                         peak volume requirements of the Business;



 


		(e)	include
                                         sufficient user information to enable reasonably skilled personnel in the field to use
                                         and operate the IT System without the need for further assistance; and



 


		(f)	have
                                         been satisfactorily and regularly maintained, all versions of the Software used by the
                                         Business are currently supported by the respective owners of the Software and the IT
                                         System has the benefit of appropriate maintenance and support agreements, complete and
                                         accurate particulars of which are set out in Part 2 of Schedule 8.



 


		24.9	There has
                                         not been included or used any open-source software (as defined at http://opensource.org/docs/osd)
                                         or any libraries or code licensed from time to time under the General Public Licence
                                         (as set out at http://www.gnu.org/licenses/gpl.html) or any similar licence in, or in
                                         the development of, the IT System, nor does any element of the IT System operate in such
                                         a way that it is compiled with or linked to any of the foregoing.



 


		24.10	ELEQT
                                         and the Subsidiaries have implemented appropriate procedures in accordance with best
                                         industry practice (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.



 


		24.11	ELEQT
                                         and the Subsidiaries have in place a disaster recovery plan which is fully documented
                                         and would enable the Business to continue if there were significant damage to or destruction
                                         of some or all of the IT System and a data security breach plan, each of which was made
                                         in accordance with best industry practice. A copy of each plan is attached to the Disclosure
                                         Letter.



 


		24.12	The performance
                                         and functionality of the IT System (and any other equipment and systems owned or used
                                         by ELEQT or any of the Subsidiaries or their respective suppliers or customers which
                                         depend on date-programmed control devices) has not been affected, and will be unaffected,
                                         by any changes in dates (past, present or future). In particular:



 


		(a)	no
                                         value for a current date has caused or will cause any interruption in operation;



 


		(b)	date-based
                                         functionality has behaved and will behave consistently for all dates;



 


		(c)	in
                                         all interfaces and data storage, the century in any date is and will be specified either
                                         explicitly or by unambiguous algorithms or inferencing rules; and



 


		(d)	all
                                         leap years will be recognised as such.



 


		24.13	The IT
                                         System is capable of:



 


		(a)	performing
                                         its functions in multiple currencies, including the euro;



 


		(b)	satisfying
                                         all applicable legal requirements relating to the euro, including the conversion and
                                         rounding rules in EC Regulation 1103/97;



 


		(c)	displaying
                                         and printing the generally accepted symbols for the euro and any other currency; and



 




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		(d)	processing
                                         the generally accepted codes for the euro and any other currency.



 


		24.14	All Databases
                                         are complete and accurate and none has suffered any loss or corruption.



 


		24.15	The processing
                                         of any personal data comprised in the Databases by ELEQT or any of the Subsidiaries post-Completion
                                         will be in compliance with all applicable privacy and data protection laws.



 


		25.	Data
                                         protection



 


		25.1	Neither
                                         ELEQT nor any of the Subsidiaries has transferred any personal data outside the European
                                         Economic Area.



 


		25.2	ELEQT and
                                         each of the Subsidiaries has:



 


		(a)	complied
                                         in all respects with all applicable laws and regulations relating to the protection of
                                         personal data (Data Protection Laws); and



 


		(b)	established
                                         the procedures necessary to ensure continued compliance with Data Protection Laws.



 


		25.3	Neither
                                         ELEQT nor any of the Subsidiaries has received any:



 


		(a)	notice
                                         or complaint under any Data Protection Laws alleging non-compliance with; or



 


		(b)	claim
                                         for compensation for loss or unauthorised disclosure of data; or



 


		(c)	notification
                                         of an application for rectification or erasure of personal data,



 


and
there are no circumstances which may give rise to the giving of any such notice or the making of any such notification.


 


		25.4	ELEQT and
                                         each of the Subsidiaries has complied with its 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.



 


		26.	Employment



 


		26.1	The definitions
                                         in this paragraph apply in this agreement.



 


Employment
Legislation: legislation applying in the relevant jurisdiction 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 ELEQT or any of the
Subsidiaries by any Employee or Worker.


 


Employee:
any person employed by ELEQT or any of the Subsidiaries under a contract of employment.


 


Worker:
any person who personally performs work for ELEQT or any of the Subsidiaries but who is not in business on their own account
or in a client/customer relationship.


 


		26.2	The name
                                         of each Director is set out in Schedule 2.



 


		26.3	The Disclosure
                                         Letter includes anonymised particulars of each Employee and Worker and the principal
                                         terms of their contract including:



 


		(a)	ELEQT
                                         which employs or engages them;



 




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		(b)	their
                                         current remuneration (including any benefits and privileges that ELEQT or the relevant
                                         Subsidiary provides or is bound to provide to them or their dependants, whether now or
                                         in the future);



 


		(c)	the
                                         commencement date of each contract and, if an Employee, the date on which their continuous
                                         service began;



 


		(d)	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;



 


		(e)	the
                                         type of contract (whether full or part-time or other);



 


		(f)	their
                                         date of birth;



 


		(g)	any
                                         country in which the Employee or Worker works or performs services and/or is paid; and



 


		(h)	the
                                         law governing the contract.



 


		26.4	The Disclosure
                                         Letter includes anonymised details of all persons who are Workers and who are providing
                                         services to ELEQT or any of the Subsidiaries under an agreement which is not a contract
                                         of employment with ELEQT or the relevant Subsidiary (including, in particular, where
                                         the individual acts as a consultant or is on secondment from an employer which is not
                                         a member of ELEQT's Group) and the particulars of the terms on which the individual provides
                                         services, including:



 


		(a)	the
                                         company which engages them;



 


		(b)	the
                                         remuneration of each individual (including any benefits and privileges that ELEQT or
                                         any of the Subsidiaries provides or is bound to provide to them or their dependants,
                                         whether now or in the future);



 


		(c)	the
                                         length of notice necessary to terminate each agreement or, if a fixed term, the expiry
                                         date of the fixed term and details of any previous renewals;



 


		(d)	any
                                         country in which the individual provides services; and



 


		(e)	the
                                         law governing the agreement.



 


		26.5	The Disclosure
                                         Letter includes anonymised details of all Employees and Workers who are on secondment,
                                         maternity, paternity, adoption or other leave or who are absent due to ill-health or
                                         for any other reason.



 


		26.6	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 ELEQT
                                         or any of the Subsidiaries and any current or former:



 


		(a)	Employee
                                         relating to their employment, its termination or any reference given by ELEQT or any
                                         of the Subsidiaries regarding such Employee; or



 


		(b)	Worker
                                         relating to their contract, its termination or any reference given by ELEQT or any of
                                         the Subsidiaries regarding such Worker.



 


		26.7	Every Employee
                                         or Worker who requires permission to work in the relevant country has current and appropriate
                                         permission to work in that country.



 


		26.8	No offer
                                         of employment or engagement has been made by ELEQT or any of the Subsidiaries that has
                                         not yet been accepted, or which has been accepted but where the employment or engagement
                                         has not yet started.



 


		26.9	The acquisition
                                         of the Sale Shares by EFactor and compliance with the terms of this agreement will not
                                         entitle any Directors, officers or Employees of ELEQT or any of the Subsidiaries to terminate
                                         their employment or receive any payment or other benefit.



 




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		26.10	All contracts
                                         between ELEQT or any of the Subsidiaries and its Employees and Workers are terminable
                                         at any time on not more than three months' notice without compensation (other than for
                                         unfair dismissal or a statutory redundancy payment) or any liability on the part of ELEQT
                                         or any of the Subsidiaries other than wages, commission or pension.



 


		26.11	Neither
                                         ELEQT nor any of the Subsidiaries is a party to, bound by or proposing to introduce in
                                         respect of any Director or Employee any redundancy payment scheme in addition to statutory
                                         redundancy pay, nor is there any agreed procedure for redundancy selection.



 


		26.12	Neither
                                         ELEQT nor any of the Subsidiaries (nor any predecessor or owner of any part of their
                                         respective businesses) has been a party to a relevant transfer for the purposes of the
                                         Acquired Rights Directive (or equivalent in any jurisdiction) affecting any of the Employees
                                         or any other persons engaged in the business of ELEQT or any of the Subsidiaries.



 


		26.13	Neither
                                         ELEQT, nor any of the Subsidiaries is a party to, bound by or proposing to introduce
                                         for the benefit of any current or former director of ELEQT or any of the Subsidiaries,
                                         or any Employee or Worker (or any of their respective associates or nominees), any incentive
                                         scheme or arrangement (including, without limitation, any share option or share award
                                         plan, and any commission, profit sharing or bonus scheme).



 


		26.14	There
                                         are no incentive schemes or other incentive arrangements (including, without limitation,
                                         any share option or share award plan, and any commission, profit sharing or bonus scheme)
                                         established by any member of ELEQT's Group or any other person, in which any current
                                         or former director of ELEQT or any of the Subsidiaries, or any Employee or Worker (or
                                         any of their respective associates or nominees) participates or has participated.



 


		26.15	Neither
                                         ELEQT nor any of the Subsidiaries has incurred any actual or contingent liability in
                                         connection with the termination of the employment of any of its Employees (including
                                         redundancy payments) or for a failure to comply with any order for the reinstatement
                                         or re-engagement of any Employee.



 


		26.16	Neither
                                         ELEQT nor any of the Subsidiaries has incurred any liability for a failure to provide
                                         information or to consult with its Employees under any Employment Legislation.



 


		26.17	Neither
                                         ELEQT nor any of the Subsidiaries has made or agreed to make a payment or provided or
                                         agreed to provide a benefit to any current or former director, 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.



 


		(a)	Neither
                                         ELEQT nor any of the Subsidiaries has offered, promised or agreed to any future variation
                                         in the terms of employment or engagement of any Employee or Worker.



 


		26.18	Neither
                                         ELEQT nor any of the Subsidiaries has transferred or agreed to transfer any Employee
                                         or Worker from working for ELEQT or any of the Subsidiaries, or induced any Employee
                                         or Worker to resign their employment with ELEQT or any of the Subsidiaries.



 


		26.19	There
                                         are no sums owing to any current or former Employee or Worker other than reimbursement
                                         of expenses, wages for the current salary period and holiday pay for the current holiday
                                         year.



 


		26.20	There
                                         are no loans or notional loans to any current or former director of ELEQT of any or the
                                         Subsidiaries, or any Employee or Worker (or any of their respective nominees or associates)
                                         made or arranged by ELEQT or any of the Subsidiaries.



 




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		26.21	The Disclosure
                                         Letter includes:



 


		(a)	copies
                                         of all contracts, handbooks, policies and other documents which apply to any Employee
                                         or Worker; and



 


		(b)	details
                                         of any unwritten agreements or arrangements which may affect any Employee or Worker.



 


		26.22	In respect
                                         of each Employee and Worker, ELEQT and the Subsidiaries have:



 


		(a)	performed
                                         all obligations and duties they are required to perform (and settled all outstanding
                                         claims); and



 


		(b)	maintained
                                         adequate, suitable and up-to-date records.



 


		26.23	No Employee
                                         is subject to a current disciplinary warning or procedure.



 


		26.24	No securities,
                                         options over securities or interests in securities have been issued, granted or transferred
                                         to any current or former director of ELEQT or any of the Subsidiaries, or any Employee
                                         or Worker (or any of their respective nominees or associates), which may give rise to
                                         a liability of ELEQT or any of the Subsidiaries to account for PAYE income tax or national
                                         insurance contributions (or equivalent liabilities in another jurisdiction).



 


		26.25	There
                                         are no employee benefit trusts, family benefit trusts or similar arrangements established
                                         by ELEQT or any of the Subsidiaries under which any current or former director of ELEQT
                                         or any of the Subsidiaries, or any Employee or Worker (or any of their respective nominees
                                         or associates) may benefit in any form.



 


		27.	Retirement
                                         benefits



 


		27.1	All arrangements
                                         under which ELEQT or any of the Subsidiaries has or may have any obligation (whether
                                         or not legally binding) to provide or contribute towards pension, lump-sum, death, ill-health,
                                         disability or accident benefits in respect of its past or present officers and employees
                                         are Disclosed. No proposal or announcement has been made to any employee or officer of
                                         ELEQT or of any of the Subsidiaries as to the introduction, continuance, increase or
                                         improvement of, or the payment of a contribution towards, any other pension, lump-sum,
                                         death, ill-health, disability or accident benefit.



 


		28.	Property



 


		28.1	The definitions
                                         in this paragraph apply in this agreement.



 


Lease:
the lease under which each Property is held.


 


Previously-owned
Property: any 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 ELEQT or any of the Subsidiaries, but which are either no longer owned, occupied or used by ELEQT
or any of the Subsidiaries, or are owned, occupied or used by one of them but pursuant to a different lease, licence, transfer
or conveyance.


 


		28.2	The particulars
                                         of the Properties set out in Schedule 9 are true, complete and accurate.



 


		28.3	The Properties
                                         are the only land and buildings owned, used or occupied by ELEQT and the Subsidiaries.



 


		28.4	Neither
                                         ELEQT nor any of the Subsidiaries has any right of ownership, right of use, option, right
                                         of first refusal or contractual obligation to purchase, or any other legal or equitable
                                         right, estate or interest in, or affecting, any land or buildings other than the Properties.



 




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		28.5	Neither
                                         ELEQT nor any of the Subsidiaries (nor any other company that has at any time been a
                                         subsidiary of ELEQT) has any actual or contingent liability in respect of Previously-owned
                                         Property.



 


		28.6	Neither
                                         ELEQT nor any of the Subsidiaries (nor any other company that has at any time been a
                                         subsidiary of ELEQT) has given any guarantee or indemnity for any liability relating
                                         to any of the Properties, any Previously-owned Property or any other land or buildings.



 


		28.7	ELEQT,
                                         or the Subsidiary identified as the proprietor in Schedule 9 is in possession and actual
                                         occupation of the whole of each of the Properties on an exclusive basis, and no right
                                         of occupation or enjoyment has been acquired or is in the course of being acquired by
                                         any third party, and neither ELEQT nor any of the Subsidiaries has granted, or agreed
                                         to grant, any right of occupation or enjoyment in respect of the Properties to any third
                                         party.



 


		28.8	The Warrantors
                                         have Disclosed:



 


		(a)	in
                                         relation to each Lease:



 


		(i)	evidence
                                         of the reversioner's title to the Lease;



 


		(ii)	all
                                         consents required under the Lease;



 


		(iii)	copies
                                         of all assignments of the Lease; and



 


		(iv)	evidence
                                         of the current annual rent payable under the Lease.



 


		28.9	The unexpired
                                         residue of the term granted by each Lease is vested in ELEQT or the Subsidiaries and
                                         is valid and subsisting against all persons, including any person in whom any superior
                                         estate or interest is vested.



 


		28.10	In relation
                                         to each Lease, the landlord and each lessee, tenant, licensee or occupier has observed
                                         and performed in all material respects all covenants, restrictions, stipulations and
                                         other encumbrances and there has not been (expressly or impliedly) any waiver of or acquiescence
                                         to any breach of them.



 


		28.11	In relation
                                         to each Lease, all principal rent and additional rent and all other sums payable by each
                                         lessee, tenant, licensee or occupier under each Lease (Lease Sums) have been paid
                                         as and when they became due and no Lease Sums have been:



 


		(a)	set
                                         off or withheld; or



 


		(b)	commuted,
                                         waived or paid in advance of the due date for payment.



 


		28.12	The Properties
                                         are not subject to the payment of any outgoings other than non-domestic local business
                                         rates and water and sewerage charges, principal rent, insurance premiums and service
                                         charges, and all outgoings have been paid when due and none is disputed.



 


		28.13	All covenants,
                                         restrictions, stipulations and other encumbrances affecting the Properties have been
                                         fully observed and performed and no notice of any alleged breach has been received by
                                         ELEQT (or its predecessors in title) or the Subsidiaries (or their predecessors in title).



 


		28.14	There
                                         are no 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 Properties,
                                         or which would in any other way affect or restrict the continued possession, enjoyment
                                         or use of any of the Properties.



 


		28.15	All of
                                         the Properties are actively used by ELEQT or the Subsidiaries in connection with the
                                         Business.



 




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		28.16	ELEQT
                                         and the Subsidiaries have complied with all applicable statutory and bye-law requirements,
                                         and all regulations, rules and delegated legislation, relating to the Properties.



 


		28.17	Each of
                                         the Properties is in a good state of repair and condition.



 


		28.18	There
                                         are no development works, redevelopment works or fitting-out works outstanding in respect
                                         of any of the Properties.



 


		28.19	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 Properties, and so far as the Warrantors are aware there is no
                                         matter or circumstance which could lead to any such notice, complaint or requirement
                                         being issued or made.



 


		29.	Anti-corruption



 


		29.1	The definition
                                         in this paragraph applies in this agreement.



 


Associated
Person: means in relation to a company, a person (including an employee, agent or subsidiary) who performs or has performed
services for or on behalf of that company.


 


		29.2	Neither
                                         ELEQT nor any of the Subsidiaries is or has at any time engaged in any activity, practice
                                         or conduct which would constitute an offence under the Bribery Act 2010.



 


		29.3	No Associated
                                         Person of ELEQT or any of the Subsidiaries has bribed another person (within the meaning
                                         given in section 7(3) of the Bribery Act 2010) intending to obtain or retain business
                                         or an advantage in the conduct of business for ELEQT and/or any of the Subsidiaries,
                                         and ELEQT and each of the Subsidiaries has in place adequate procedures in line with
                                         the guidance published by the Secretary of State under section 9 of the Bribery Act 2010
                                         designed to prevent their Associated Persons from undertaking any such conduct.



 


		29.4	Neither
                                         ELEQT nor any of the Subsidiaries nor any of their Associated Persons is or has been
                                         the subject of any investigation, inquiry or enforcement proceedings by any governmental,
                                         administrative or regulatory body or any customer regarding any offence or alleged offence
                                         under the Bribery Act 2010 (or equivalent in any other jurisdiction), and no such investigation,
                                         inquiry or proceedings have been threatened or are pending and there are no circumstances
                                         likely to give rise to any such investigation, inquiry or proceedings.



 


		30.	Competition



 


		30.1	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.


 


		30.2	Neither
                                         ELEQT nor any of the Subsidiaries is engaged in any agreement, arrangement, practice
                                         or conduct which amounts to an infringement of the Competition Law of any jurisdiction
                                         in which ELEQT or the Subsidiaries conduct business and none of their respective directors,
                                         officers or employees is or has been engaged in any activity which would be an offence
                                         or infringement under any such Competition Law.



 




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		30.3	Neither
                                         ELEQT nor any of the Subsidiaries, nor any of their respective directors, officers or
                                         employees, is the subject of any investigation, inquiry or proceedings by any relevant
                                         government body, agency, authority or court in connection with any actual or alleged
                                         infringement of the Competition Law of any jurisdiction in which ELEQT or any of the
                                         Subsidiaries conducts business.



 


		30.4	No such
                                         investigation, inquiry or proceedings as referred to in paragraph 30.3 of Part 1 of this
                                         Schedule have been threatened or are pending and there are no circumstances likely to
                                         give rise to any such investigation, inquiry or proceedings.



 


		30.5	Neither
                                         ELEQT nor any of the Subsidiaries is affected by any existing or pending decisions, judgments,
                                         orders or rulings of any relevant government body, agency, authority or court responsible
                                         for enforcing the Competition Law of any jurisdiction, nor have they given any undertakings
                                         or commitments to such bodies which affect the conduct of the Business.



 


Part
2.Tax Warranties


 


		1.	General



 


		1.1	All notices,
                                         returns (including any land transaction returns), reports, accounts, computations, statements,
                                         assessments, claims, disclaimers, elections and registrations and any other necessary
                                         information which have, or should have, been submitted by ELEQT or any Subsidiary to
                                         any Taxation Authority for the purposes of Taxation have been made on a proper basis,
                                         were submitted within applicable time limits and were accurate and complete in all material
                                         respects. None of the above is, or is likely to be, the subject of any material dispute
                                         with any Taxation Authority.



 


		1.2	All Taxation
                                         (whether of the UK or elsewhere), for which ELEQT or any Subsidiary has been liable or
                                         is liable to account, has been duly paid (insofar as such Taxation ought to have been
                                         paid) by the due dates and no penalties, fines, surcharges or interest have been incurred.



 


		1.3	ELEQT and
                                         each Subsidiary maintains complete and accurate records, invoices and other information
                                         in relation to Taxation, that meet all legal requirements and enable the tax liabilities
                                         of ELEQT and any Subsidiary to be calculated accurately in all material respects.



 


The
Disclosure Letter Discloses whether or not ELEQT or any Subsidiary is a large company within the meaning of regulation
3 of the Corporation Tax (Instalment Payment) Regulations 1998 and, if applicable, gives details of instalments of corporation
tax paid in respect of any current or preceding accounting periods.


 


		1.4	The disclosure
                                         letter contains details of any payments or loans made to, any assets made available or
                                         transferred to, or any assets earmarked, however informally, for the benefit of, any
                                         Employee or former Employee (or any associate of such Employee or former Employee) of
                                         ELEQT or any Subsidiary by an employee benefit trust or another third party, and details
                                         of any trust or arrangement capable of conferring such a benefit.



 


		1.5	The Disclosure
                                         Letter contains details of all concessions, agreements and arrangements that ELEQT or
                                         any Subsidiary has entered into with any Tax Authority.



 


		1.6	Neither
                                         ELEQT nor any Subsidiary is, or will become, liable to make to any person (including
                                         any Taxation Authority) any payment in respect of any liability to Taxation which is
                                         primarily or directly chargeable against, or attributable to, any other person (other
                                         than ELEQT or any Subsidiary).



 


		1.7	The Accounts
                                         make full provision or reserve within generally accepted accounting principles for all
                                         Taxation for which ELEQT or the relevant Subsidiary is accountable at that date. Proper
                                         provision has been made and shown in the Accounts for deferred Taxation in accordance
                                         with US GAAP.



 




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		2.	Chargeable
                                         gains



 


		2.1	The gross
                                         book value shown in, or adopted for the purposes of, the Accounts as the value of each
                                         of the assets of ELEQT or any Subsidiary, on the disposal of which a chargeable gain
                                         or allowable loss could arise, does not exceed the amount which on a disposal of such
                                         asset at the date of this agreement would be deductible, in each case, disregarding any
                                         statutory right to claim any allowance or relief other than amounts deductible under
                                         section 38 of TCGA 1992.



 


		3.	Capital
                                         Losses



 


		3.1	Details
                                         of all capital losses available for carry-forward by ELEQT or any Subsidiary are set
                                         out in the Disclosure Letter.



 


		4.	Distributions
                                         and other payments



 


		4.1	No distribution
                                         or deemed distribution, within the meaning of section 1000 or sections 1022-1027 of CTA
                                         2010, has been made (or will be deemed to have been made) by ELEQT or any Subsidiary,
                                         except dividends shown in their statutory accounts, and neither ELEQT nor any Subsidiary
                                         is bound to make any such distribution.



 


		5.	Loan
                                         relationships



 


		5.1	All financing
                                         costs, including interest, discounts and premiums payable by ELEQT or any Subsidiary
                                         in respect of its loan relationships within the meaning of Chapter 8 of Part 5 of CTA
                                         2009 are eligible to be brought into account by ELEQT or the Subsidiaries as a debit
                                         for the purposes of Part 5 of CTA 2009 at the time, and to the extent that such debits
                                         are recognised in the statutory accounts of ELEQT or the Subsidiaries.



 


		6.	Close
                                         companies



 


		6.1	Any loans
                                         or advances made, or agreed to be made, by ELEQT or any Subsidiary within sections 455,
                                         459 and 460 of CTA 2010 have been disclosed in the Disclosure Letter. Neither ELEQT nor
                                         any Subsidiary has released or written off, or agreed to release or write off, the whole
                                         or any part of any such loans or advances.



 


		7.	Group
                                         relief



 


		7.1	Except as
                                         provided in the Accounts, neither ELEQT nor any Subsidiary is, or will be, obliged to
                                         make or be entitled to receive any payment for the surrender of group relief (within
                                         the meaning of Part 5 of CTA 2010) to or by ELEQT or any Subsidiary in respect of any
                                         period ending on or before Completion, or any payment for the surrender of the benefit
                                         of an amount of advance corporation tax or any repayment of such a payment.



 


		8.	Groups
                                         of companies



 


		8.1	Neither
                                         ELEQT nor any Subsidiary has entered into, or agreed to enter into, an election pursuant
                                         to sections 171A or 179A of TCGA 1992, paragraph 16 of Schedule 26 to the Finance Act
                                         2008, or section 792 of CTA 2009 (or paragraph 66 of Schedule 29 to the Finance Act 2002).



 


		8.2	Neither
                                         the execution nor completion of this agreement, nor any other event since the Accounts
                                         Date, will result in any chargeable asset being deemed to have been disposed of and re-acquired
                                         by ELEQT or any Subsidiary for Taxation purposes or to the claw-back of any relief previously
                                         given.



 


		8.3	Neither
                                         ELEQT nor any Subsidiary has ever been party to any arrangements pursuant to sections
                                         59F-G of TMA 1970 (group payment arrangements).



 




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		9.	Intangible
                                         assets



 


For
the purposes of this paragraph 9, references to intangible fixed assets mean intangible fixed assets and goodwill within
the meaning of Part 8 of CTA 2009.


 


		9.1	The Disclosure
                                         Letter sets out the amount of expenditure, as reduced by any claim under section 791
                                         of CTA 2009, on each of the intangible fixed assets, within the meaning of Part 8 of
                                         CTA 2009, of ELEQT and the Subsidiaries and provides the basis on which any debit relating
                                         to that expenditure has been taken into account in the Accounts or, in relation to expenditure
                                         incurred since the Accounts Date, will be available to ELEQT or any Subsidiary. No circumstances
                                         have arisen since the Accounts Date by reason of which that basis might change.



 


		9.2	Neither
                                         ELEQT nor any Subsidiary holds or has held any right to which Part 8A of CTA 2010 applies
                                         or an exclusive licence in respect of such right within section 357BA of CTA 2010.



 


		10.	Company
                                         residence and overseas interests



 


		10.1	ELEQT and
                                         the Subsidiaries have, throughout the past seven years, been resident in their country
                                         of incorporation for all Taxation purposes and have not, at any time in the past seven
                                         years, been treated as resident in any other jurisdiction for the purposes of any double
                                         taxation arrangements or for any other tax purposes.



 


		10.2	Neither
                                         ELEQT nor any Subsidiary holds, or within the last seven years has held, shares in a
                                         company (other than a Subsidiary) which is not resident in the UK, a material interest
                                         in an offshore fund, or a permanent establishment outside the UK.



 


		11.	Transfer
                                         pricing



 


		11.1	All transactions
                                         or arrangements made by ELEQT or any Subsidiary have been made on arm's length terms
                                         and the processes by which prices and terms have been arrived at have, in each case,
                                         been fully documented. No notice, enquiry or adjustment has been made by any Taxation
                                         Authority in connection with any such transactions or arrangements.



 


		12.	Anti-avoidance



 


		12.1	Neither
                                         ELEQT nor any Subsidiary has been involved in any transaction or series of transactions
                                         the main purpose, or one of the main purposes of which was the avoidance of tax or any
                                         transaction that produced a tax loss with no corresponding commercial loss.



 


		13.	Value
                                         Added Tax



 


Each
of ELEQT and the Subsidiaries are taxable persons and are each registered for the purposes of VAT with quarterly prescribed accounting
periods.


 


		13.1	Neither
                                         ELEQT, nor any Subsidiary, is or has been in the period of six years ending with the
                                         date of Completion, a member of a group of companies for the purposes of section 43 VATA
                                         1994.



 


		13.2	All supplies
                                         made by ELEQT or any Subsidiary are taxable supplies. Neither ELEQT nor any Subsidiary
                                         has been, or will be, denied full credit for all input tax paid or suffered by it.



 


		13.3	Neither
                                         ELEQT nor any Subsidiary owns any assets which are capital items subject to the capital
                                         goods scheme under Part XV of the VAT Regulations 1995, nor has exercised any option
                                         to tax under Part 1 of Schedule 10 to the VATA 1994.



 




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Schedule
6     Tax Covenant


 


		1.	Interpretation



 


		1.1	The definitions
                                         and rules of interpretation in this paragraph apply in this Tax Covenant.



 


Accounts
Relief: any Relief that has been taken into account in computing (and so reducing or eliminating) any provision for deferred
Tax in the Accounts.


 


Dispute:
any dispute, appeal, negotiations or other proceedings in connection with a Tax Claim.


 


Event:
includes (without limitation), the expiry of a period of time, ELEQT or any Subsidiary becoming or ceasing to be associated
with any other person for any Tax purpose or ceasing to be or becoming resident in any country for any Tax purpose, the death
or the winding up or dissolution of any person, the earning, receipt or accrual for any Tax purpose of any income, profit or gains,
the incurring of any loss or expenditure, and any transaction (including the execution and completion of all provisions of this
agreement), event, act or omission whatsoever, and any reference to an Event occurring on or before a particular date shall include
Events which, for Tax purposes, are deemed to have, or are treated or regarded as having, occurred on or before that date.


 


Liability
for Taxation:


 


		(a)	any
                                         liability of ELEQT or any Subsidiary to make a payment of or in respect of Tax, whether
                                         or not the same is primarily payable by ELEQT or the relevant Subsidiary and whether
                                         or not ELEQT or the relevant Subsidiary has or may have any right of reimbursement against
                                         any other person or persons, in which case the amount of the Liability for Taxation shall
                                         be the amount of the actual payment; and



 


		(b)	the
                                         Loss of any Accounts Relief in which case the amount of the Liability for Taxation will
                                         be the amount of Tax which would (on the basis of Tax rates current at the date of such
                                         Loss) have been saved but for such Loss, assuming for this purpose that ELEQT or the
                                         relevant Subsidiary had sufficient profits or was otherwise in a position to use the
                                         Relief or where the Relief is the right to repayment of Tax, the amount of the repayment.



 


Loss:
any reduction, modification, loss, counteraction, nullification, utilisation, disallowance or claw-back for whatever reason.


 


Relief:
includes any loss, relief, allowance, credit, exemption or set off in respect of Tax or any deduction in computing income,
profits or gains for the purposes of Tax and any right to a repayment of Tax.


 


Saving:
the reduction or elimination of any liability of ELEQT or a Subsidiary to make an actual payment of corporation tax in respect
of which the Sellers would not have been liable under paragraph 2, by the use of any Relief arising wholly as a result of a Liability
for Taxation in respect of which the Sellers have made a payment under paragraph 2.


 


Tax
or Taxation: all forms of taxation and statutory, governmental, state, federal, provincial, local, government or municipal
charges, duties, imposts, contributions, levies, withholdings or liabilities wherever chargeable and whether of the UK or any
other jurisdiction (including, for the avoidance of doubt, National Insurance contributions in the UK and corresponding obligations
elsewhere) and any penalty, fine, surcharge, interest, charges or costs relating thereto (including interest and penalties arising
from the failure of ELEQT or any Subsidiary to make adequate instalment payments under the Corporation Tax (Instalments Payments)
Regulations 1998 (SI 1998/3175) in any period ending on or before Completion).


 




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Tax
Claim: any assessment, notice, demand, letter or other document issued or action taken by or on behalf of any Taxation Authority,
self-assessment or other occurrence from which it appears that ELEQT or a Subsidiary is or may be subject to a Liability for Taxation
or other liability in respect of which the Sellers or Warrantors are or may be liable under this Tax Covenant.


 


Taxation
Authority: any government, state or municipality or any local, state, federal or other fiscal, revenue, customs or excise
authority, body or official competent to impose, administer, levy, assess or collect Tax in the UK or elsewhere.


 


Taxation
Statute: any directive, statute, enactment, law or regulation wheresoever enacted or issued, coming into force or entered
into providing for or imposing any Tax and shall include orders, regulations, instruments, by-laws or other subordinate legislation
made under the relevant statute or statutory provision and any directive, statute, enactment, law, order, regulation or provision
which amends, extends, consolidates or replaces the same or which has been amended, extended, consolidated or replaced by the
same.


 


		1.2	References
                                         to gross receipts, income, profits or gains earned, accrued or received shall include
                                         any gross receipts, income, profits or gains deemed under the relevant Taxation Statute
                                         to have been or treated or regarded as earned, accrued or received.



 


		1.3	References
                                         to a repayment of Tax shall include any repayment supplement or interest in respect of
                                         it.



 


		1.4	Any reference
                                         to something occurring in the ordinary course of business shall not include:



 


		(a)	anything
                                         that involves, or leads directly or indirectly to, any liability of ELEQT or the relevant
                                         Subsidiary to Tax that is, or but for an election would have been, the primary liability
                                         of, or properly attributable to, or due from another person (other than EFactor);



 


		(b)	anything
                                         that relates to or involves the acquisition or disposal of an asset or the supply of
                                         services (including the lending of money, or the hiring or licensing of tangible or intangible
                                         property) in a transaction which is not entered into on arm's length terms;



 


		(c)	anything
                                         that relates to or involves the making of a distribution for Tax purposes, the creation,
                                         cancellation or re-organisation of share or loan capital, the creation, cancellation
                                         or repayment of any connected-party debt or ELEQT or any Subsidiary becoming or ceasing
                                         to be or being treated as ceasing to be a member of a group of companies or becoming
                                         or ceasing to be associated or connected with any other company for any Tax purposes;



 


		(d)	anything
                                         which relates to any scheme, transaction or arrangement designed partly or wholly or
                                         containing steps or stages partly or wholly for the purpose of avoiding or reducing or
                                         deferring a Liability for Taxation;



 


		(e)	anything
                                         that gives rise to a Liability for Taxation on deemed (as opposed to actual) profits
                                         or to the extent that it gives rise to a Liability for Taxation on an amount of profits
                                         greater than the difference between the sale proceeds of an asset and the amount attributable
                                         to that asset in the Accounts or, in the case of an asset acquired since the Accounts
                                         Date, the cost of that asset; or



 


		(f)	anything
                                         that involves, or leads directly or indirectly to, a change of residence of ELEQT or
                                         any Subsidiary for Tax purposes.



 




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		1.5	Unless the
                                         contrary intention appears, words and expressions defined in this agreement have the
                                         same meaning in this Tax Covenant and any provisions in this agreement concerning matters
                                         of construction or interpretation also apply in this Tax Covenant.



 


		1.6	Any stamp
                                         duty which is charged on any document, or in the case of a document which is outside
                                         the UK, any stamp duty which would be charged on the document if it were brought into
                                         the UK, which is necessary to establish the title of ELEQT or any Subsidiary to any asset,
                                         and any interest fine or penalty relating to such stamp duty, shall be deemed to be a
                                         liability of ELEQT or the relevant Subsidiary to make an actual payment of Taxation in
                                         consequence of an Event arising on the last day on which it would have been necessary
                                         to pay such stamp duty in order to avoid any liability to interest or penalties arising
                                         on it.



 


		2.	Covenant



 


		2.1	The Warrantors
                                         covenant with EFactor that, subject to the provisions of this Tax Covenant, the Warrantors
                                         shall be jointly and severally liable to pay to ELEQT or the relevant Subsidiary an amount
                                         equal to any:



 


		(a)	Liability
                                         for Taxation resulting from or by reference to any Event occurring on or before Completion
                                         or in respect of any gross receipts, income, profits or gains earned, accrued or received
                                         by ELEQT or a Subsidiary on or before Completion, whether or not such liability has been
                                         discharged on or before Completion;



 


		(b)	Liability
                                         for Taxation, including liability for payments in respect of Taxation, which arises solely
                                         as a result of the relationship for Tax purposes of ELEQT or any Subsidiary with any
                                         person other than EFactor, whenever arising;



 


		(c)	Liability
                                         for Taxation which arises as a result of any Event which occurs after Completion pursuant
                                         to a legally binding obligation (whether or not conditional) entered into by ELEQT on
                                         or before Completion otherwise than in the ordinary course of business;



 


		(d)	Liability
                                         for Taxation which arises at any time (being a liability for ELEQT to account for income
                                         tax or National Insurance contributions) in respect of the grant, exercise, surrender,
                                         exchange or other disposal of an option or other right to acquire securities or in respect
                                         of any acquisition, holding or disposal of employment-related securities (as defined
                                         for the purposes of Part 7 of the Income Tax (Employment and Pensions) Act 2003) where
                                         the acquisition of the security or the grant of the option or other right to acquire
                                         the security occurred on or before Completion;



 


		(e)	Liability
                                         for Taxation that arises at any time under Part 7A of ITEPA 2003, including any liability
                                         arising as a consequence of any payments or loans made to, any assets made available
                                         or transferred to, or any assets earmarked, however informally, for the benefit of, any
                                         employee or former employee of ELEQT or any Subsidiary, or for the benefit of any relevant
                                         person, by an employee benefit trust or another third party where the arrangement giving
                                         rise to the charge was entered into at a time when the third party was acting on the
                                         instructions of, or for the benefit of, the Sellers or an associate of any of the Sellers;



 


		(f)	Liability
                                         for Taxation being a liability for inheritance tax which:



 


		(i)	is
                                         a liability of ELEQT or any Subsidiary and arises as a result of a transfer of value
                                         occurring or being deemed to occur on or before Completion (whether or not in conjunction
                                         with the death of any person whensoever occurring);



 




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		(ii)	has
                                         given rise at Completion to a charge on any of the Sale Shares or assets of ELEQT or
                                         any Subsidiary; or



 


		(iii)	gives
                                         rise after Completion to a charge on any of the Sale Shares in or assets of ELEQT or
                                         any Subsidiary as a result of the death of any person within seven years of a transfer
                                         of value which occurred before Completion;



 


		(g)	costs
                                         and expenses (including legal costs on a full indemnity basis), properly and reasonably
                                         incurred by ELEQT or any Subsidiary in connection with any Liability for Taxation or
                                         other liability in respect of which the Sellers are liable under this Schedule, any Tax
                                         Claim or taking or defending any action under this Schedule.



 


		2.2	For the
                                         purposes of this Tax Covenant, in determining whether a charge on the shares in or assets
                                         of ELEQT or any Subsidiary arises at any time or whether there is a liability for inheritance
                                         tax, the fact that any Tax may be paid in instalments shall be disregarded and such Tax
                                         shall be treated for the purposes of this Tax Covenant as becoming due or to have become
                                         due and a charge as arising or having arisen on the date of the transfer of value or
                                         other date or Event on or in respect of which it becomes payable or arises.



 


		2.3	The
                                         provisions of section 213 of IHTA 1984 (refund by instalments) shall be deemed not to
                                         apply to any liability for inheritance tax within this paragraph 
                                         2.



 


		3.	Payment
                                         date and interest



 


		3.1	Payment
                                         by the Warrantors in respect of any liability under this Schedule must be made in cleared
                                         and immediately available funds on the following days:



 


		(a)	in
                                         the case of a Liability for Taxation that involves an actual payment of or in respect
                                         of Tax, the later of 5 Business Days before the due date for payment and 5 Business Days
                                         after the date on which EFactor serves notice on the Managers requesting payment;



 


		(b)	in
                                         a case that involves the loss of a Relief (other than a right to repayment of Tax), the
                                         last date on which the Tax is or would have been required to be paid to the relevant
                                         Taxation Authority in respect of the earlier of:



 


		(i)	the
                                         period in which the Loss of the Relief gives rise to an actual liability to pay tax;
                                         or



 


		(ii)	the
                                         period in which the Loss of the Relief occurs (assuming for this purpose that ELEQT had
                                         sufficient profits or was otherwise in a position to use the Relief); or



 


		(c)	in
                                         a case that falls within paragraph of the definition of Liability for Taxation, the date
                                         on which the Tax saved by ELEQT or the relevant Subsidiary is or would have been required
                                         to be paid to the relevant Taxation Authority.



 


		3.2	Any dispute
                                         as to the amount specified in any notice served under paragraphs 1.1(a) to 3.1(c) shall
                                         be determined by the accountants of ELEQT or the relevant Subsidiary for the time being,
                                         acting as experts and not as arbitrators (the costs of that determination being shared
                                         equally by the Warrantors and ELEQT).



 


		3.3	If any sums
                                         required to be paid by the Warrantors under this Tax Covenant are not paid on the date
                                         specified in paragraph 3.1, then, except to the extent that the Warrantors' liability
                                         under paragraph 2 compensates ELEQT or the relevant Subsidiary for the late payment by
                                         virtue of it extending to interest and penalties, such sums shall bear interest (which
                                         shall accrue from day to day after as well as before any judgment for the same) at the
                                         rate of 2% per annum over the base rate from time to time of HSBC or (in the absence
                                         thereof) at such similar rate as EFactor shall select from the day following the due
                                         date up to and including the day of actual payment of such sums, such interest to be
                                         compounded quarterly.



 




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		4.	Exclusions



 


		4.1	The covenant
                                         contained in paragraph 2 above shall not cover any Liability for Taxation to the extent
                                         that:



 


		(a)	it
                                         arises or is increased as a result only of any change in the law of Tax (other than a
                                         change targeted specifically at countering a tax avoidance scheme) announced and coming
                                         into force after Completion (whether relating to rates of Tax or otherwise) or the withdrawal
                                         of any extra-statutory concession previously made by a Taxation Authority (whether or
                                         not the change purports to be effective retrospectively in whole or in part);



 


		(b)	it
                                         would not have arisen but for a change after Completion in the accounting bases on which
                                         ELEQT or any Subsidiary values its assets (other than a change made to comply with US
                                         GAAP);



 


		(c)	EFactor,
                                         ELEQT or a Subsidiary is compensated for any such matter under any other provision of
                                         this agreement;



 


		(d)	there
                                         is available to ELEQT or any Subsidiary a Relief; or



 


		(e)	it
                                         would not have arisen but for a voluntary act, transaction or omission of ELEQT or any
                                         Subsidiary or EFactor outside the ordinary course of business after Completion and which
                                         EFactor was aware or ought reasonably to have been aware would give rise to the Liability
                                         for Taxation or other liability in question.



 


		4.2	For the
                                         purposes of paragraph 4.1(e), an act will not be regarded as voluntary if undertaken
                                         pursuant to a legally binding obligation entered into by ELEQT on or before Completion
                                         or imposed on ELEQT by any legislation whether coming into force before, on or after
                                         Completion or for the purpose of avoiding or mitigating a penalty imposable by such legislation,
                                         or if carried out at the written request of the Warrantors.



 


		5.	Limitations



 


		5.1	The liability
                                         of the Warrantors under paragraph 2 will terminate on:



 


		(a)	the
                                         seventh anniversary of Completion, in respect of any claim for a liability arising from
                                         a loss of tax brought about fraudulently or deliberately by ELEQT or any related person;
                                         or



 


		(b)	the
                                         seventh anniversary of Completion, in any other case,



 


except
in respect of any claim under paragraph 2 of which notice in writing is given to the Warrantors before that relevant date containing,
to the extent reasonably practicable, a description of such claim and the estimated total amount of the claim.


 


		5.2	Subject
                                         to paragraphs 5.3 and 1.1, the aggregate liability of the Warrantors under paragraph
                                         2 and for all Substantiated Claims, when taken together, shall not exceed $500,000



 


		5.3	The amount
                                         of the aggregate liability of the Warrantors set out in paragraph 5.2 will be increased
                                         by any amount received by the Warrantors by way of payment or set off under paragraph
                                         6 (Savings).



 




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		6.	Savings



 


If
(at the Warrantors' request and expense) the auditors for the time being of ELEQT or any Subsidiary determine that ELEQT or the
relevant Subsidiary has obtained a Saving, EFactor shall as soon as reasonably practicable thereafter repay, or procure repayment,
to the Warrantors, after deduction of any amounts then due by the Sellers, the lesser of:


 


		(a)	the
                                         amount of the Saving (as determined by the auditors) less any costs incurred by ELEQT
                                         or the relevant Subsidiary; and



 


		(b)	the
                                         amount paid by the Warrantors under paragraph 2 in respect of the Liability for Taxation
                                         which gave rise to the Saving less any part of that amount previously repaid to the Warrantors
                                         under any provision of this Tax Covenant or otherwise.



 


		7.	Corporation
                                         tax returns



 


		7.1	Subject
                                         to this paragraph 7, EFactor will have exclusive conduct of all Taxation affairs of ELEQT
                                         and the Subsidiaries after Completion.



 


		7.2	EFactor
                                         will procure that ELEQT keeps the Warrantors fully informed of its Taxation affairs in
                                         respect of any accounting period ended on or prior to Completion for which final agreement
                                         with the relevant Taxation Authority of the amount of Taxation due from ELEQT or any
                                         Subsidiary has not been reached. EFactor will not submit any substantive correspondence
                                         or submit or agree any return or computation for any such period to any Taxation Authority
                                         without giving the Warrantors a reasonable opportunity to comment and taking account
                                         of the Warrantor’s reasonable representations.



 


		7.3	EFactor
                                         will procure that ELEQT and any Subsidiary does not amend or withdraw any return or computation
                                         or any claim, election, surrender or consent made by it in respect of its accounting
                                         periods ended on or before Completion without giving the Warrantors a reasonable opportunity
                                         to comment and taking account of the Warrantors' reasonable representations.



 


		7.4	For the
                                         avoidance of doubt:



 


		(a)	where
                                         any matter relating to Tax gives rise to a Tax Claim, the provisions of paragraph 8 shall
                                         take precedence over the provisions of this paragraph 7; and



 


		(b)	the
                                         provisions of this paragraph 7 shall not prejudice the rights of EFactor to make a Tax
                                         Claim under this Tax Covenant in respect of any Liability for Taxation.



 


		8.	Conduct
                                         of Tax Claims



 


		8.1	Subject
                                         to paragraph 8.2, if EFactor, ELEQT or a Subsidiary becomes aware of a Tax Claim, EFactor
                                         shall give or procure that notice in writing is given to the Warrantors as soon as is
                                         reasonably practicable, provided always that the giving of such notice shall not be a
                                         condition precedent to the Warrantors' liability under this Tax Covenant.



 


		8.2	If the Warrantors
                                         become aware of a Tax Claim, they shall notify EFactor in writing as soon as reasonably
                                         practicable, and, on receipt of such notice, EFactor shall be deemed to have given the
                                         Warrantors notice of the Tax Claim in accordance with the provisions of paragraph 8.1.



 


		8.3	Subject
                                         to paragraph 8.4, provided the Warrantors indemnify EFactor and ELEQT or the relevant
                                         Subsidiary to EFactor's reasonable satisfaction against all liabilities, costs, damages
                                         or expenses which may be incurred thereby including any additional Liability for Taxation,
                                         EFactor shall take and shall procure that ELEQT or the relevant Subsidiary shall take
                                         such action as the Warrantors may reasonably request by notice in writing given to EFactor
                                         to avoid, dispute, defend, resist, appeal, request an internal HM Revenue & Customs
                                         review or compromise any Tax Claim.



 




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		8.4	Neither
                                         EFactor, ELEQT nor any Subsidiary shall be obliged to appeal or procure an appeal against
                                         any assessment to Tax if EFactor, having given the Warrantors written notice of such
                                         assessment, does not receive written instructions from the Warrantors within 10 Business
                                         Days to do so.



 


		8.5	If:



 


		(a)	the
                                         Warrantors do not request EFactor to take any action under paragraph 8.3 or if the Warrantors
                                         fail to indemnify EFactor, ELEQT or the relevant Subsidiary to EFactor's reasonable satisfaction
                                         within a period of time (commencing with the date of the notice given to the Warrantors)
                                         that is reasonable, having regard to the nature of the Tax Claim and the existence of
                                         any time limit in relation to avoiding, disputing, defending, resisting, appealing, requesting
                                         a review or compromising such Tax Claim, and which period shall not in any event exceed
                                         a period of 14 days;



 


		(b)	any
                                         of the Warrantors (or ELEQT before Completion) has been involved in a case involving
                                         fraudulent conduct or deliberate default in respect of the Liability for Taxation which
                                         is the subject matter of the Dispute; or



 


		(c)	the
                                         Dispute involves an appeal against a determination by the Tax Chamber of the First-tier
                                         Tribunal (or, for appeals lodged before 1 April 2009, a determination by the Tax Chamber
                                         of the First-tier Tribunal or Higher Tribunal), unless the Warrantors have obtained the
                                         opinion of Tax counsel of at least 5 years' standing that there is a reasonable prospect
                                         that the appeal will succeed,



 


EFactor,
ELEQT or the relevant Subsidiary shall have the conduct of the Dispute absolutely (without prejudice to its rights under this
Tax Covenant) and shall be free to pay or settle the Tax Claim on such terms as EFactor, ELEQT or the relevant Subsidiary may
in its absolute discretion consider fit.


 


		8.6	Neither
                                         EFactor, ELEQT nor the relevant Subsidiary shall be subject to any claim by or liability
                                         to any of the Warrantors for non-compliance with any of the foregoing provisions of this
                                         paragraph 8 if EFactor, ELEQT or the relevant Subsidiary has bona fide acted in accordance
                                         with the instructions of any one or more of the Warrantors.



 


		9.	Grossing
                                         up



 


		9.1	All sums
                                         payable by the Warrantors to EFactor, ELEQT or any Subsidiary (Payee) under this
                                         Tax Covenant shall be paid free and clear of all deductions or withholdings whatsoever
                                         unless the deduction or withholding is required by law. If any deductions or withholdings
                                         are required by law to be made from any of the sums payable under this Tax Covenant,
                                         the Warrantors shall pay to the relevant Payee such sum as will, after the deduction
                                         or withholding has been made, leave that Payee with the same amount as it would have
                                         been entitled to receive in the absence of any such requirement to make a deduction or
                                         withholding.



 


		9.2	If a Payee
                                         incurs a taxation liability which results from, or is calculated by reference to, any
                                         sum paid under this Tax Covenant, the amount so payable shall be increased by such amount
                                         as will ensure that, after payment of the taxation liability, that Payee is left with
                                         a net sum equal to the sum it would have received had no such taxation liability arisen.



 


		10.	General



 


All
payments made by the Warrantors to a Payee or by a Payee to the Warrantors in accordance with this Tax Covenant will be treated,
to the extent possible, as an adjustment to the consideration for the Sale Shares.


 




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Schedule
7Intellectual Property Rights


 


Part
1.Registered Intellectual Property Rights


	Mark	 	Registry	 	 	Classes	 	 	Registration 
 Number	 	 	Registration Date	 	 	Owner	 
	ELEQT	 	 	Benelux	 	 	 	35,
                                         38, 41,45	 	 	 	0913376	 	 	 	10.04.2012	 	 	 	Elysiants
                                         N.V.	 
	Elysiants	 	 	Benelux	 	 	 	35, 38, 41	 	 	 	855666	 	 	 	21.11.2008	 	 	 	Elysiants N.V.	 




 


Part
2.Material unregistered Intellectual Property Rights


 





 


Part
3.Intellectual Property Rights licensed from third parties


 


Trade Mark
Licence between Quintessentially Worldwide Limited and Eleqt Limited dated 27 January 2012.


 




    	64



    	 



    

  


Schedule
8      Information technology


 


Part
1.Particulars of IT System


 


Amazon
web services


 


Account
Number 3517-3943-7450


 


Amazon
Web Services serves hundreds of thousands of customers in more than 190 countries.


 


Amazon
is steadily expanding global infrastructure to help our end users achieve lower latency and higher throughput, and to ensure that
their data resides only in the Region they specify. As ELEQT grows, AWS will continue to provide infrastructure that meet our
global requirements.


 


Live


EC2 (backup
server)


M1 Standard
Small (m1.small) Linux/UNIX instance-hour (or partial hour) read replica


 


RDS (database)


M1 Standard
Medium (m1.medium) Linux/UNIX instance-hour (or partial hour) master


 


EC2 (Live web
server)


High Memory
Two Extra Large (m2.2xlarge) Linux/UNIX instance-hour (or partial hour)


 


S3 + CLOUDFRONT
(Live web server)


Global distribution
of frontend website


 


Development
and staging


 


Cloudfront
global content distribution


All static
content is being served from a global network of edge locations, located near your end users in the United States, Europe, Asia,
and South America and Australia.


 


EC2 (live web
server)


C1 Standard
Linux/UNIX instance-hour (or partial hour)


 


EC2 (admin
web server)


C1 Standard
Linux/UNIX instance-hour (or partial hour)


 


RDS server(s)
(database)


C1 Standard
Linux/UNIX instance-hour (or partial hour) master


M1 Standard
Small (m1.small) Linux/UNIX instance-hour (or partial hour) read replica


M1 Standard
Small (m1.small) Linux/UNIX instance-hour (or partial hour) read replica


 




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Office
Network Curacao


3x WIFI router


20x UTP cable


2x Gigabit
switch


1x black network
printer HP 2030n


 


Part
2.1x NAS (central file storage) Particulars of IT Contracts


 


		1.	godaddy.com



domain + end date


 



 


	elysiants.mobi	eleqt.co.uk
	12/27/2014	1/20/2016
	 	 
	elysiants.nl	elisiant.com
	12/27/2014	5/19/2016
	 	 
	elysiants.info	elisiants.com
	7/27/2015	5/19/2016
	 	 
	elysiants.org	elysiant.com
	7/27/2015	5/19/2016
	 	 
	eleqt.us	eleqt.com
	7/28/2015	7/29/2016
	 	 
	eleqt.info	elysiants.com
	7/29/2015	1/9/2018
	 	 
	eleqt.mobi	SSL Wildcard Certificate
    *.eleqt.com
	7/29/2015	expire date: 7/29/2016
	 	 
	eleqt.net	 
	7/29/2015	 
	 	 
	eleqt.org	 
	7/29/2015	 


 


		2.	GOOGLE
                                         ADMIN ACCOUNT



monthly contract


for all google
hosting plans


https://admin.google.com/eleqt.com


 


-
website Analytics


-
Email


 




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-
Documents


 


		3.	ISP
                                         Curacao



yearly contract
| 02-2015


Scarlet N.V.


IP:190.2.138.154
SUB:255.255.255.252 GATEWAY:190.2.138.153 DNS1: 208.33.12.5 / 8


 


		4.	Telephone
                                         company Curacao



yearly contract
| 07-2016


Digicel N.V.


10x mobile phone
nr’s


 


		5.	Skype



fee transaction
based


Phone service


5x phone nrs (sales)


 


		6.	EMAIL
                                         ELEQT Ltd.



yearly contract
| 08-2015


Triplinq B.V.


Email exchange
hosting services


30x email account


 


		7.	Istockphoto
                                         account



fee transaction
based


Service for images
Content-team


 


		8.	MAILChimp



fee transaction
based


Elysiantschimp


Credits 76,899


Email service
for newsletters


 


		9.	SOHO
                                         Account for CRM



monthly contract


ronald@elysiants.com


10x
CRM sales


 


		10.	PAYPAL
                                         Account for mobile payments



fee transaction
based


ruud@elysiants.com


Service
for online credit card payments


 


		11.	Credit
                                         card payment provider



fee transaction
based


Payvision


CRM:01452918


API
Service for online credit card payments


 




    	67



    	 



    

  


Schedule
9      The Properties


 


	Description
    of the Property	Curacao
    Office, Brakkeput Ariba 160, Curacao
	Description
    of Lease (lease, underlease, licence, date and parties)	 Michel
    Bogaerts and Elysiants NV, start 26-8-2013, 6 months rolling contract, termination with 3 months notice on either side, 
	Owner	 Michel
    Bogaerts
	Registered/unregistered
    	 N/A
	Title
    number (if registered)	 N/A
	Contractual
    date of termination of lease	 6
    months rolling contract, termination with 3 months notice on either side,
	Occupier	 Elysiants
    NV


 


	Description
    of the Property	Amsterdam
    Office, Saxen-Weimarlaan 58hs, Amsterdam, Netherlands
	Description
    of Lease (lease, underlease, licence, date and parties)	 Usage
    agreement including furniture,  Elysiants International BV and Ruud Smeets, start 11-10-2011,  6 months rolling
    contract, termination with 3 months notice on either side
	Owner	 Ruud
    Smeets
	Registered/unregistered
    	 N/A
	Title
    number (if registered)	 N/A
	Contractual
    date of termination of lease	 6
    months rolling contract, termination with 3 months notice on either side,
	Occupier	 Elysiants
    International BV


 




    	68



    	 



    

  


Schedule
10      The Seller Representative


 


		1	Each of the
                                         Sellers hereby:



 


appoints
Ruud Smeets as its representative (Seller Representative);


 


authorises
and empowers the Seller Representative to make or give any approval, waiver, request, consent, instruction or other communication
on behalf of each of the Sellers as each such Seller could do for itself under this agreement or any other document entered into
pursuant to or in connection with this agreement (Transaction Documents);


 


authorises
and empowers the Seller Representative to receive all demands, notices or other communications directed to such Seller under any
Transaction Document; and


 


authorises
and empowers the Seller Representative to (1) take any action (or to determine to refrain from taking any action) with respect
thereto as the Seller Representative may deem appropriate as effectively as if such Seller could act for itself (including, without
limitation, the settlement or compromise of any dispute or controversy), which action will be binding on all the Sellers and (2)
execute and deliver all instruments and documents of every kind incidental to the foregoing with the same effect as if such Seller
had executed and delivered such instruments and documents personally.


 


		2	Any demands,
                                         notices, claims or other communications directed to any Seller hereunder shall be deemed
                                         effective if given to the Seller Representative. Each of the Sellers agrees to be bound
                                         by all actions and failures to act of the Seller Representative in accordance with the
                                         provisions of any Transaction Document, including in connection with any settlement or
                                         compromise entered into by the Seller Representative on behalf of one or more of the
                                         Sellers.



 


		3	Upon the
                                         death, resignation or incapacity of the Seller Representative, or at any time or from
                                         time to time, a successor may be appointed by Sellers which between them hold more than
                                         50% of the Sale Shares, as determined from Schedule 1 (Seller Majority),
                                         but such appointment will not be effective until such successor shall agree in writing
                                         to accept such appointment and written notice of the selection of such successor Seller
                                         Representative is provided to EFactor, signed by a Seller Majority.



 


		4	If a successor
                                         Seller Representative is not appointed pursuant to paragraph 3 within 21 days of
                                         such event, the Seller Representative shall be the individual Seller who had the largest
                                         holding of Shares before Completion (not being the retiring Seller Representative) and
                                         who agrees in writing to accept such appointment.



 


		5	Each of the
                                         Sellers and the Seller Representative agree as follows:



 


		(i)	no
                                         provisions of this agreement shall require the Seller Representative to expend or risk
                                         his own funds or incur any liability (other than in his capacity as a Seller);



 


the
Seller Representative may act through his attorneys, advisers and agents and shall not be responsible for the misconduct or negligence
of any agent appointed with due care;


 


the
Seller Representative shall not be liable for any action he takes or omits to take in good faith that he believes to be authorised
or within the rights or powers conferred upon him by this agreement and the other Transaction Documents;


 




    	69



    	 



    

  


the
Sellers shall reimburse the Seller Representative promptly on request for all reasonable disbursements, advances and expenses
incurred or made by him in acting as Seller Representative. Such expenses shall include the reasonable compensation disbursements
and expenses of the Seller Representative's attorneys, advisers and agents, and the Seller Representative may pay such attorneys,
advisers and agents out of Consideration before distribution of the balance to the Sellers, provided such payments are for work
done and advice given in relation to the Transaction Documents and the matters contemplated thereby; and


 


the
Sellers shall indemnify the Seller Representative against any and all losses liabilities or expenses incurred by him arising out
of or in connection with acting as Seller Representative under this agreement and the other Transaction Documents.


 




    	70



    	 



    

  


Schedule
11Provisions relating to EFactor Shares


 


The provisions
of this Schedule shall apply in respect of the EFactor Shares issued or issuable to the Sellers pursuant to this agreement.


 


		1	All EFactor
                                         Shares shall, when issued, will be restricted stock under rule 144.



 


		2	EFactor
                                         Group Corp. will enter into an agreement with an investment banking firm as soon as possible
                                         to uplift its Common Stock to a national exchange. As part of the public offering (i.e.
                                         S1), ELEQT shareholders will be included, meaning the restriction on the shares will
                                         be lifted.



 


Such
shares shall be EFactor’s common stock and issued to ELEQT shareholders based on the following list:


 


	Seller	 	Number
    of 
 EFactor 
 Shares	 	 	Seller
    
 Proportions	 	 	Address
		 	 	4,361,293	 	 	 	14.07	%	 	
	 	 	 	728,970	 	 	 	2.35	%	 	 
	 	 	 	2,449,939	 	 	 	7.90	%	 	 
	 	 	 	378,263	 	 	 	1.22	%	 	 
	 	 	 	398,303	 	 	 	1.28	%	 	 
	 	 	 	430,869	 	 	 	1.39	%	 	 
	 	 	 	603,717	 	 	 	1.95	%	 	 
	 	 	 	754,020	 	 	 	2.43	%	 	 
	 	 	 	355,717	 	 	 	1.15	%	 	 
	 	 	 	162,828	 	 	 	0.53	%	 	 
	 	 	 	298,101	 	 	 	0.96	%	 	 
	 	 	 	172,848	 	 	 	0.56	%	 	 
	 	 	 	142,788	 	 	 	0.46	%	 	 
	 	 	 	80,162	 	 	 	0.26	%	 	 
	 	 	 	210,424	 	 	 	0.68	%	 	 
	 	 	 	315,636	 	 	 	1.02	%	 	 
	 	 	 	147,798	 	 	 	0.48	%	 	 
	 	 	 	964,444	 	 	 	3.11	%	 	 
	 	 	 	450,909	 	 	 	1.45	%	 	 
	 	 	 	142,788	 	 	 	0.46	%	 	 
	 	 	 	1,756,040	 	 	 	5.66	%	 	 
	 	 	 	200,404	 	 	 	0.65	%	 	 
	 	 	 	10,020	 	 	 	0.03	%	 	 
	 	 	 	10,020	 	 	 	0.03	%	 	 
	 	 	 	90,182	 	 	 	0.29	%	 	 
	 	 	 	37,576	 	 	 	0.12	%	 	 
	 	 	 	202,909	 	 	 	0.65	%	 	 
	 	 	 	177,859	 	 	 	0.57	%	 	 
	 	 	 	691,394	 	 	 	2.23	%	 	 
	 	 	 	12,465,131	 	 	 	40.21	%	 	 
	 	 	 	350,707	 	 	 	1.13	%	 	 
	 	 	 	759,030	 	 	 	2.45	%	 	 
	 	 	 	145,293	 	 	 	0.47	%	 	 
	 	 	 	145,293	 	 	 	0.47	%	 	 
	 	 	 	97,697	 	 	 	0.32	%	 	 
	 	 	 	75,152	 	 	 	0.24	%	 	 
	 	 	 	100,202	 	 	 	0.32	%	 	 
	 	 	 	10,020	 	 	 	0.03	%	 	 
	 	 	 	75,152	 	 	 	0.24	%	 	 
	 	 	 	50,101	 	 	 	0.16	%	 	 
	Total	 	 	31,000,000	 	 	 	100	%	 	 



 




    	71



    	 



    

  


THE FOLLOWING EXECUTION BLOCK
IS TO BE USED BY EACH SELLER THAT IS A COMPANY:


 


	Executed as a deed, but
        not delivered until the date first specified on page 1, by

         

        acting
        by its duly authorised director or other officer  in the presence of the witness named below:
	  ))

          )

          )
	Signature	 


 


	 	 	 
	 	 	Name:
	 	 	 
	 	 	Office held:


 


	Witness 

    signature	 	 	 
	 	 	 	 
	Witness

    name 	 	 	 
	(block

    capitals)	 	 	 
	 	 	 	 
	Witness 

    address	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


THE FOLLOWING EXECUTION BLOCK
IS TO BE USED BY EACH SELLER THAT IS AN INDIVIDUAL AND BY EACH MANAGER:


  


	Executed as
    a deed, but not delivered until the date first specified on page 1, in the presence of the witness named below:	 )

         )

         )

         )
	 	 
	 	 	Signature	 
	 	 	 	 
	 	 	 	Name:




 


	Witness 

    signature	 	 	 
	 	 	 	 
	Witness name 	 	 	 
	(block capitals)	 	 	 
	 	 	 	 
	Witness address	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


 




    	72



    	 



    

 


	Executed
    as a deed, but not delivered until the date first specified on page 1, by EFactor Group Corp, acting by a director
    in the presence of the witness named below:	 ))

         )

         )
	Signature	 /s/  Adriaan Reinders 
	 	 	 	 
	 	 	 	Name: Adriaan Reinders
	 	 	 	 
	 	 	 	Office held:  CEO
	 	 	 	 
	Witness 

    signature	 /s/  Marion
    Freijsen	 	 
	 	 	 	 
	Witness name 	MARION
    FREIJSEN	 	 
	(block capitals)	 	 	 
	 	 	 	 
	Witness address	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 




 




    	73