EX-4.6



 





Exhibit 4.6




English translation of the




FORM OF

PROMISSORY AGREEMENT

FOR THE PURCHASE/SALE OF

SHARES




By and Between




Mr./Ms.                                        




and




TELVENT OUTSOURCING, S.A.




concerning




THE COMPANIES OF THE MATCHMIND GROUP




 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 
	CLAUSE	 	Page
	 
	 	 	 	 	 	 
	1.

	 	PURPOSE
	 	 	3	 
	2.

	 	PROMISE OF PURCHASE AND SALE
	 	 	4	 
	3.

	 	PURCHASE AND SALE DEADLINES
	 	 	4	 
	4.

	 	PURCHASE PRICE CALCULATION
	 	 	5	 
	5.

	 	NOTIFYING THE PURCHASE PRICE
	 	 	7	 
	6.

	 	PROMISSORY SELLER’S STATEMENTS AND GUARANTEES
	 	 	10	 
	7.

	 	PROMISSORY BUYER’S STATEMENTS AND GUARANTEES
	 	 	11	 
	8.

	 	PURCHASE AND SALE AGREEMENT AND MAKING IT PUBLIC
	 	 	11	 
	9.

	 	EXIT OF THE PROMISSORY SELLER FROM THE MATHMIND GROUP
	 	 	12	 
	10.

	 	BREACH OF THE OBLIGATIONS CONCERNING SELLING AND/OR BUYING
	 	 	14	 
	11.

	 	MAKING THE AGREEMENT PUBLIC AND TAXES
	 	 	14	 
	12.

	 	NOTICES
	 	 	15	 
	13.

	 	CONFIDENTIALITY
	 	 	15	 
	14.

	 	ASSIGNMENT OF RIGHTS
	 	 	16	 
	15.

	 	GENERAL PROVISIONS
	 	 	16	 
	16.

	 	GOVERNING LAW AND JURISDICTION
	 	 	17	 






ANNEXES




	 	 	 
	Annex I

	 	Promissory Seller’s Shares in the Matchmind Group
	Annex 6.2

	 	Statements and Guarantees
	Annex 7.1

	 	Promissory Buyer’s Statements and Guarantees
	Annex 8.1

	 	Draft of the Purchase and Sale Agreement






 









 






PROMISSORY PURCHASE AND SALE AGREEMENT




     This PROMISSORY PURCHASE AND SALE AGREEMENT is entered into this 22nd day of
October 2007 (hereinafter referred to as the “Date of Execution”) BY AND BETWEEN:




	(A)	 	Mr./Ms.        
            
              
      ,* of legal age, single, domiciled in
              
       at       
              and
holder of current National Identity Card number      
               and acting on his own behalf.
	 
	 	 	Mr./Ms.           
              
                shall hereinafter be referred to as the “Promissory Seller.”





AND:





	(B)	 	TELVENT OUTSOURCING, S.A., a Spanish corporation with registered address in Seville at Calle
Tamarguillo, 29, registered in the Seville Companies Register in Volume 2,062, Folio 213,
General Section of the Companies Book, Sheet SE-20857, Entry 1, with Tax Identification Number
A-41696097 (hereinafter referred to as “Telvent” and/or as the “Promissory Buyer”) and duly
represented by Mr. José Ignacio del Barrio Gómez and Ms. Ana María Plaza Arregui in their
capacity as the company’s joint power of attorney holders.





     Promissory Seller and Promissory Buyer shall hereinafter be individually referred to as the
“Party” or jointly as the “Parties.”



RECITALS





	I.	 	Whereas, Promissory Seller is the holder of shares in the Matchmind group as set forth in
Annex I attached hereto. The Matchmind group is comprised of the following companies:






	 	(a)	 	Matchmind Holding, S.L., a Spanish limited liability company incorporated on
July 7, 2004 by means of a public instrument executed before the Madrid Notary Public
Mr. José Luis Ruiz Abad with the number 2,201 of his protocol files and registered in
the Madrid Companies Register in Volume 20,449, Folio 59, Section 8, Registration Sheet
M-361697 (hereinafter referred to as “Matchmind Holding”).
	 
	 	(b)	 	Matchmind, S.L., a Spanish limited liability company incorporated on December
31, 2001 by means of a public instrument executed before the Madrid Notary Public Mr.
José Luis Ruiz Abad with the number 6,086 of his protocol files and registered in the
Madrid Companies Register in Volume 17,143, Folio 11, Section 8, Registration Sheet
M-293668 (hereinafter referred to as “Matchmind”).
	 
	 	(c)	 	Matchmind Ingeniería de Software, S.L., a Spanish limited liability company
incorporated on February 11, 2004 by means of a public instrument executed before the
Madrid Notary Public Mr. José Luis Ruiz Abad with the number 418 of his protocol files,
corrected by the same Notary Public on February 27 2004 and registered in the Ávila
Companies Register in Volume 109, Folio 63, Section 8, Registration Sheet AV-3497
(hereinafter referred to as “Matchmind Ingeniería”).






	 	 	Matchmind Holding, Matchmind and Matchmind Ingeniería shall hereinafter be jointly referred
to as the “Matchmind Group Companies” or the “Matchmind Group.”





 





	*	 	See Annex A that identifies each individual that executed a copy of this agreement and also describes all vanences in the material terms of such agreement. 




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	II.	 	Whereas, the shares held by the Promissory Seller in Matchmind Group Companies are free from
any encumbrances, liens or third-party rights.
	 
	III.	 	Whereas, on September 25, 2007 the Promissory Seller and the Promissory Buyer, among others,
entered into a framework agreement for the purchase of the Matchmind Group and its governance
(hereinafter referred to as the “Framework Agreement”), which was modified by means of an
addendum dated October 15, 2007, by virtue of which the following are to be governed:






	 	(a)	 	The way in which control over the Matchmind Group will be taken over by the
Promissory Buyer by purchasing from the families of Mr. José Luis Galí Pérez and Mr.
Manuel Galán Pérez (hereinafter referred to as the “Selling Partners”) the shares they
hold in Galian 2002, S.L. and GD 21, S.L., companies which jointly control 84% of
Matchmind Holding and 86% of Matchmind Ingeniería;
	 
	 	(b)	 	The corporate restructuring of the Matchmind Group, whose aim will be to ensure
that the Matchmind Group parent company’s capital will directly and/or indirectly have
the following structure of capital:





	 	 	 	 	 
	Partner	 	Percentage
	TELVENT
	 	 	58	%
	Management Team
	 	 	40	%
	Mr. José Luis Galí Pérez
	 	 	2	%
	 
	 	 	 	 
	Total
	 	 	100	%







	 	(c)	 	The terms and conditions under which the Promissory Buyer may acquire 100% of
the Matchmind Group’s capital by acquiring from Mr. José Luis Galí Pérez and the
Management Team, comprised of Mr. Carlos Delgado Suárez, Carsa Consultores, Cardel
Consultores, Ms. Raquel Tuduri García, Mr. José Luis Molina Zamora, Ms. Margarita
Fernández Gutiérrez, Mr. Antonio Luis Gálvez Fernández, Mr. Marcos de Miguel
Pagazaurtundua, Mr. José Luís Rodríguez de Andrés, Mr. Miguel Larruscain Caballero, Mr.
Francisco Javier Sotillos Bermejo, Mr. Jorge Pereira Hernández, Mr. Ignacio Rubio
Laseca, Mr. Javier Miguel Fernández, Mr. José Ignacio de las Llanderas García, Mr.
Mariano García Gutiérrez, Mr. Francisco Javier Álvarez Merino, Mr. Iñigo Barrón Ibeas,
Mr. Arón Ramson, Ms. Rosa García González, Mr. Ramón Damián de Cózar Mena, Mr. Juan
Solana, Mr. Enrique Serrano, Mr. José Manuel Fernández de Oliva and Mr. José Carvajal
Martínez (hereinafter referred to as the “Management Team”), the direct and indirect
shares they may hold in the Matchmind Group. Mr. José Luis Galí Pérez and the members
of the Management Team shall hereinafter be referred to as the “Promissory Parties;”
and
	 
	 	(d)	 	The governance of the Matchmind Group Companies and the relationships among
partners.






	IV.	 	Whereas, pursuant to the stipulations set forth in the Framework Agreement, the Promissory
Seller undertakes to transfer all the shares he/she may directly and/or indirectly hold in any
of the Matchmind Group Companies (hereinafter referred to as the “Shares”) free of any
encumbrances, liens and third-party rights to the Promissory Buyer, which undertakes to
purchase them from the




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	 	 	Promissory Seller, under the terms and conditions set forth in the Promissory Purchase and
Sale Agreement (hereinafter referred to as the “Agreement” and/or the “Promissory
Agreement”).




By virtue of the foregoing, the Parties mutually recognize they have the full capacity to enter
into this Promissory Agreement and execute it under the following:




TERMS AND CONDTIONS





	1.	 	PURPOSE
	 
	1.1	 	This Agreement, along with all the other promissory agreements for shares in the Matchmind
Group entered into on the Date of Execution by the Promissory Buyer and the Promissory
Parties, shall govern the terms and conditions under which the Promissory Buyer will gradually
acquire from the Promissory Seller and the rest of the Promissory Parties the direct and/or
indirect shares they hold in the Matchmind Group Companies until it acquires          % of the
Matchmind Group’s capital.
	 
	1.2	 	For the purposes of the stipulations set forth in section 1.1 above, the Promissory Seller
and the rest of the Promissory Parties assume before the Promissory Buyer the irrevocable
undertaking of gradually selling all their direct and indirect shares in the Matchmind Group
Companies through this Agreement and the other promissory purchase sale agreements entered
into on the Date of Execution. Likewise, the Promissory Buyer assumes before the Promissory
Seller and the rest of the Promissory Parties the irrevocable undertaking to gradually acquire
their shares in the Matchmind Group Companies until it owns
         % of the Matchmind Group’s
capital.
	 
	1.3	 	The effective direct and/or indirect acquisition of the shares in the Matchmind Group
Companies, which the Promissory Parties undertake to irrevocably sell and the Promissory Buyer
undertakes to irrevocably purchase by virtue of this Agreement and by the rest of the
promissory purchase and sale agreements concerning shares in the Matchmind Group, shall
gradually come about over the years 2009, 2010 and 2011 once the audited consolidated annual
accounts of the financial years ending on December 31, 2008, 2009 and 2010 have been approved.
More specifically, fulfilling this Agreement and the rest of the promissory purchase and sale
agreements concerning shares in the Matchmind Group, the Promissory Buyer shall directly
and/or indirectly acquire from the Promissory Seller and the rest of the Promissory Parties as
follows:






	 	1.3.1	 	
         % of the capital of the Matchmind Group owned by the Promissory Buyer and
the other Promissory Parties within the six (6) months following the date the Matchmind
Group’s audited consolidated annual accounts for the financial year ending on December
31, 2008 are approved. To such a purpose, the Promissory Seller shall sell ___% of
his/her shares in the Matchmind Group within the aforementioned deadline.
	 
	 	1.3.2	 	
         % of the capital of the Matchmind Group owned by the Promissory Buyer and
the other Promissory Parties within the six (6) months following the date the Matchmind
Group’s audited consolidated annual accounts for the financial year ending on December
31, 2009 are approved. To such a purpose, the Promissory Seller shall sell ___% of
his/her shares in the Matchmind Group within the aforementioned deadline.




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	 	1.3.3	 	
         % of the capital of the Matchmind Group owned by the Promissory Buyer and
the other Promissory Parties within the six (6) months following the date the Matchmind
Group’s audited consolidated annual accounts for the financial year ending on December
31, 2010 are approved. To such a purpose, the Promissory Seller shall sell ___% of
his/her shares in the Matchmind Group within the aforementioned deadline.






	 	 	The six-month (6) periods mentioned in the foregoing paragraphs are the maximum timeframe
within which the purchases and sales set forth for the fulfillment of this Agreement and the
rest of the promissory purchase and sale agreements on Matchmind Group shares shall be
executed. The Parties shall make their best efforts to execute such purchases and sales as
quickly as possible within the aforementioned deadlines.






	1.4	 	The purchase price of the shares in the Matchmind Group Companies shall be calculated based
on the accounting data contained in the Matchmind Group’s audited consolidated annual accounts
for financial years 2008, 2009 and 2010 pursuant to the provisions set forth in Clause 4
contained herein.
	 
	2.	 	PROMISE OF PURCHASE AND SALE
	 
	2.1	 	By virtue of this Agreement and subject to its stipulations, particularly the unique
stipulations set forth herein, the Promissory Seller shall irrevocably undertake to sell all
the Shares free from any encumbrances, liens or third-party rights to the Promissory Buyer,
which shall undertake to purchase them. The Shares shall be transferred by entering into the
relevant purchase and sale agreement for the shares (hereinafter referred to as the “Purchase
and Sale Agreement”) within the deadlines set forth in Clause 3 and pursuant to the provisions
set forth in Clause 8.
	 
	2.2	 	The Promissory Seller shall undertake by virtue of this Agreement to keep all the Shares free
from any encumbrances, liens or third-party rights in order to fulfill his/her obligation of
selling the shares free from any encumbrances, liens or third-party rights.
	 
	3.	 	PURCHASE AND SALE DEADLINES
	 
	3.1	 	The Promissory Seller and the Promissory Buyer shall enter into the relevant Purchase and
Sale Agreement within six (6) months following the date the Matchmind Group’s audited
consolidated annual accounts for the financial year ending on December 31, 2008 are approved,
should it be the case, which may be no later than June 30, 2009. By virtue of the
aforementioned agreement, the Promissory Buyer shall acquire from the Promissory Seller ___%
of the Shares he/she directly and/or indirectly holds in any of the Matchmind Group Companies
on the aforementioned date by means of any kind of title whatsoever.
	 
	3.2	 	The Promissory Seller and the Promissory Buyer shall enter into the relevant Purchase and
Sale Agreement within six (6) months following the date the Matchmind Group’s audited
consolidated annual accounts for the financial year ending on December 31, 2009 are approved,
should it be the case, which may be no later than June 30, 2010. By virtue of the
aforementioned agreement, the Promissory Buyer shall acquire from the Promissory Seller ___%
of the Shares he/she directly 




4









 






	 	 	and/or indirectly holds in any of the Matchmind Group Companies
on the aforementioned date by means of any kind of title whatsoever.
	 
	3.3	 	The Promissory Seller and the Promissory Buyer shall enter into the relevant Purchase and
Sale Agreement within six (6) months following the date the Matchmind Group’s audited
consolidated annual accounts for the financial year ending on December 31, 2010 are approved,
should it be the case, which may be no later than June 30, 2011. By virtue of the
aforementioned agreement, the Promissory Buyer shall acquire from the Promissory Seller ___%
of the Shares he/she directly and/or indirectly holds in any of the Matchmind Group Companies
on the aforementioned date by means of any kind of title whatsoever.
	 
	3.4	 	The six-month (6) deadlines mentioned in the foregoing paragraphs are the maximum deadlines
within which the relevant Purchase and Sale Agreements set forth for the fulfillment of this
Agreement shall have to be executed. The Parties shall make their best efforts to execute the
purchases and sales as quickly as possible within the aforementioned deadlines.
	 
	4.	 	PURCHASE PRICE CALCULATION
	 
	4.1	 	The purchase price (hereinafter referred to as the “Price”) for the shares in any of the
Matchmind Group Companies owned by the Promissory Seller at each of the moments referred to in
Clause 3 contained herein shall be calculated on the basis of the accounting data contained in
the Matchmind Group’s consolidated annual accounts for the financial years 2008, 2009 or 2010,
depending on the case, by applying the formula indicated in Section 4.2 .
	 
	4.2	 	Pr (Year n)=[EBITDA (Year n)*M (Year n)+NFP (Year n)]*P
	 
	 	 	Where:
	 
	 	 	Pr (Year n): Is the price of the shares owned by the Promissory Seller in the last financial
year ended and audited before the purchase thereof in keeping with the deadlines set forth
in Clause 3.
	 
	 	 	Year n: Is the last financial year ended and audited before the purchase of the shares owned
by the Promissory Seller in keeping with the deadlines set forth in Clause 3.
	 
	 	 	M: Is the EBITDA multiple used that shall be calculated in keeping with the criteria set
forth in Table 2 on the basis of the results and forecasts for the Matchmind Group
submitted by the Management Team (Table 1).





     Table 1



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Financial Forecasts
	 	 	2003	 	2004	 	2005	 	2006	 	2007	 	2008	 	2009	 	2010	 	2011
	Sales (€ in millions)
	 	 	18.0	 	 	 	24.9	 	 	 	37	 	 	 	56	 	 	 	76	 	 	 	97	 	 	 	117	 	 	 	131	 	 	 	143	 
	EBITDA (€ in millions)
	 	 	1.5	 	 	 	1.5	 	 	 	2.5	 	 	 	4.07	 	 	 	5.8	 	 	 	8.8	 	 	 	11.0	 	 	 	12.8	 	 	 	14.5	 
	%
	 	 	8.1	%	 	 	6.2	%	 	 	6.8	%	 	 	7.3	%	 	 	7.6	%	 	 	9.1	%	 	 	9.4	%	 	 	9.7	%	 	 	10.1	%
	EBIT (€ in millions)
	 	 	1.3	 	 	 	1.4	 	 	 	2.2	 	 	 	3.7	 	 	 	5.4	 	 	 	8.2	 	 	 	10.2	 	 	 	11.8	 	 	 	13.3	 
	%
	 	 	7.3	%	 	 	5.5	%	 	 	6.0	%	 	 	6.6	%	 	 	7.0	%	 	 	8.5	%	 	 	8.7	%	 	 	9.0	%	 	 	9.3	%
	Profit after Tax (PAT)
	 	 	0.6	 	 	 	0.9	 	 	 	1.6	 	 	 	2.1	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	%
	 	 	3.3	%	 	 	3.4	%	 	 	3.6	%	 	 	3.8	%	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	NFP (€ in millions)
	 	 	-1.3	 	 	 	-1.3	 	 	 	-2.7	 	 	 	-4.9	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






5









 






Table 2




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	2008	 	2009	 	2010
	Starting Percentage
	 	 	12	%	 	 	10	%	 	 	20	%
	EBITDA Target (€ in millions)
	 	€	8.8	 	 	 	11.0	 	 	 	12.8	 
	Basic Multiple Applicable (9M)
	 	 	9.5x	 	 	 	9.5x	 	 	 	9.5x	 
	Multiple Applicable to EBITDA above  9M
(applicable to differential)
	 	 	      10.5x	 	 	 	      10.5x	 	 	 	      10.5x	 






	 	 	Should the EBITDA of the year in question be equal to or less than 80% of the EBITDA Target
reflected in the foregoing table, the multiple of 8 shall be used.

	 
	 	 	EBITDA: As regards to the Matchmind Group, EBITDA is operating profits or losses (as defined by
the General Chart of Accounts and by the application of generally accepted accounting
standards in Spain), plus depreciation allowances (including goodwill, as long as it has
been previously subtracted from the operating result), plus changes in operating allowances,
plus the allowances and any other kind of non-salary remuneration given to members of the
Governing Bodies (not the salaries of any employees that are additionally directors of the
Matchmind Group Companies), plus public subsidies, minus extraordinary results (as defined
by the General Chart of Accounts and applying generally accepted accounting standards in
Spain) and the costs invoiced by the Promissory Buyer to the Matchmind Group Companies
beyond the normal course of trade and that cannot arise from the integration of such
companies into the Promissory Buyer’s group (information systems, central expenses, etc.).

	 
	 	 	The rules set out below shall be applied when calculating EBITDA for the purposes of this
Clause: (i) all financial statements shall be drawn up pursuant to the General Chart of
Accounts and by applying generally accepted accounting standards in Spain in effect at the
moment said statements are drawn up; (ii) any costs and expenses incurred connected with
auditing the financial statements for financial years 2008, 2009 and 2010 shall be included,
as shall those connected with year-end statements and (iii) when calculating EBITDA for the
purposes of setting the value of each share, the figure shall be adjusted (upwards or
downwards) with the position of the Matchmind Group’s net financial debt at each of the
aforementioned moments.

	 
	 	 	NFP: Is the Matchmind Group’s net financial position, as calculated by Debt + Cash

	 
	 	 	Where:

	 
	 	 	Debt: Is financial debt, including: (i) short-, medium- and long-term debts with
credit institutions and other financial institutions (excluding any subordinate debt or
participative loans from partners or shareholders); (ii) the issuing of bonds, debentures,
promissory notes or any other kind of short-, medium- or long-term credit instrument; (iii)
credit balances held with the Matchmind Group’s related parties, related companies,
partners, shareholders or directors that are of financial nature and yield interest; (iv)
net positions arising from interest rate and foreign currency hedging instruments; (vi)
recourse factoring; (vii) fully funded letters of credit; (viii) leasing; (ix) confirming;
(x) bank







6











 






	 	 	endorsements; (xi) financial guarantees granted and received, excluding those issued during the ordinary
 course of trade and (xii) any interest due from any kind of financial debt included in this definition.

	 
	 	 	For the purposes of this Clause, the amount of financing obtained by the Promissory Buyer to
carry out the Transaction (as this term is defined in the Framework Agreement) should it
come to form part of the Matchmind Group pursuant to the stipulations set forth in Clause
3.2 of the Framework Agreement shall not be included under the notion of Debt.
	 
	 	 	Cash: Is the sum of cash and bank (that is to say, balances in savings banks
and banks, excluding debit balances held with the Matchmind Group’s related parties, related
companies, partners, shareholders or directors that are of a financial nature and yield
interest) and cash equivalents (investments in investment funds, short-term monetary market
assets without penalty conditions, as well as any other similar investment —short-term
deposits, debt repos, etc.).
	 
	 	 	P: Is the percentage of shares in the Matchmind Group Companies to be sold by the Promissory
Parties and to be bought by the Promissory Buyer in each year: ___% of the Matchmind Group
Companies’ capital in 2009, ___% in 2010 and ___% in 2011.
	 
	4.3	 	The result arising from applying the aforementioned formula shall give the valuation agreed
upon by the Promissory Parties and the Promissory Buyer for ___%, ___% and ___% of the
Matchmind Group Companies’ capital and, consequently, the price that the Promissory Seller
shall receive will vary depending on the relative weight of the Promissory Seller’s shares as
regards the capital controlled by the Promissory Parties.
	 
	5.	 	NOTIFYING THE PURCHASE PRICE
	 
	5.1	 	Within fifteen (15) calendar days of each of the deadlines indicated in Clause 3 contained
herein, in other words within fifteen days counting from the approval of the relevant audited
consolidated annual accounts of the Matchmind Group, the Promissory Buyer shall give the
Promissory Seller notice (hereinafter referred to as “Notice of Price”) by virtue of which the
Promissory Buyer shall notify the Promissory Seller of the relevant purchase price calculated
as per the formula set forth in section 4.2 above and the documents that justify the price’s
calculation.
	 
	 	 	Once the Notice of Price has been received, the Promissory Seller shall have fifteen (15)
calendar days to check the Price calculation notified by the Promissory Seller. Should the
Promissory Seller disagree with the calculation thus made by the Promissory Buyer, he/she
may give notice of his/her disagreement (hereinafter referred to as “Notice of Opposition”)
within the aforementioned fifteen (15) calendar days.
	 
	 	 	Once the Notice of Opposition has been served, the following procedure shall apply:






	 	5.1.1	 	The Promissory Buyer and the Promissory Seller shall negotiate in good faith
for a period of fifteen (15) calendar days (hereinafter referred to as the “Negotiation
Period”) in order to arrive at a mutual agreement on the Price’s amount. The
Negotiation Period shall commence on the day following Notice of Opposition is served.
	 
	 	5.1.2	 	Should the Promissory Buyer and the Promissory Seller not reach an agreement
within the Negotiation Period, the dispute shall be resolved by an independent expert,
who shall be 




7









 






	 	 	 	appointed and shall act pursuant to the stipulations set forth below,
without prejudice to the execution of the relevant Purchase and Sale Agreement pursuant
to the provisions set forth in Clause 5.3 hereunder.






	 	5.1.3	 	The Parties shall appoint an independent auditing firm by means of a random
draw, which:






	 	(a)	 	may not be one of the firms that has provided advice to the
Parties for this transaction or be any other firm that create with either the
Promissory Buyer or the Promissory Seller; and
	 
	 	(b)	 	shall be a firm ranked among the top six (6) firms in Spain on
the basis of turnover in the year immediately preceding its appointment.






	 	5.1.4	 	Should the independent expert appointed at random not accept the appointment
or not respond within seven (7) calendar days from the date it is given notice of the
appointment or not issue a report within forty-five (45) calendar days from accepting
the appointment, another draw shall be performed involving the remaining auditing
firms. If none of the independent experts appointed by means of the foregoing
procedure has issued a report within four (4) months since the first expert was put
forward, this procedure shall be deemed exhausted and the stipulations set forth in
Clause 16 contained herein shall apply.
	 
	 	5.1.5	 	The independent expert appointed through the procedure set forth in the
foregoing paragraphs shall be considered for the purposes of this Agreements the
“Independent Expert.”
	 
	 	5.1.6	 	The Independent Expert shall issue its report on the Price calculation in
accordance with the formula set forth in section 4.2 contained herein within forty-five
(45) calendar days of the appointment. To such a purpose, the Parties shall undertake
to do everything that may be necessary so that the Matchmind Group Companies furnish
the Independent Expert with as much information as it may require, as well as allowing
it to contact the Matchmind Group’s auditors, along with accessing their work papers
without any limitation whatsoever.
	 
	 	5.1.7	 	The Independent Expert shall allow the Parties to submit written allegations
just once and within a common deadline for both parties before issuing its report.
Said comments shall also be sent to the other Party by the Party that has drawn them up
once the common deadline for submitting allegations has elapsed. The Independent
Expert shall ensure the confidentiality of any allegations made by the Parties until
the common deadline for submitting allegations has transpired.
	 
	 	5.1.8	 	The Independent Expert shall limit itself to resolving the dispute and, hence,
shall set the Price for the relevant purchase and sale pursuant to the criteria set
forth herein and in accordance with generally accepted accounting standards and rules
in Spain on the date the report is issued.
	 
	 	5.1.9	 	The Independent Expert’s fees shall be equally incurred by the Promissory
Seller and the Promissory Buyer. Except in the event of an obvious material or
arithmetical error, the Independent Expert’s decision shall be definitive and binding
on the Parties, who shall




8









 






	 	 	 	undertake to accept it and put it into effect. Should the
Independent Expert make an obvious material or arithmetical error, the Independent
Expert shall be given a new period of ten (10) calendar days to put it right and,
should it not do so, the Parties shall resort to the procedure set forth in Clause 16
contained herein.






	5.2	 	Should the Promissory Seller be in agreement with the Price calculation made by the
Promissory Buyer or not have given notice of his/her disagreement through a Notice of
Opposition within fifteen (15) calendar days from receiving Notice of Price, the Promissory
Buyer shall give the Notice of Purchase and Sale referred to in Clause 8 contained herein
within five (5) calendar days following expiration of the deadline for issuing a Notice of
Opposition.






	5.3	 	Should the Promissory Seller give Notice of Opposition within the deadline set forth for such
a purpose, the Promissory Buyer shall give the Notice of Purchase and Sale referred to in
Clause 8 within five (5) calendar days following the date the Notice of Opposition is
received. In this case, the relevant Price for the purchase and sale shall be the Price set
by the Independent Expert or by the courts through a firm ruling. The Promissory Buyer shall
pay to the Promissory Seller the amount that constitutes the price according to its
calculations on the date the relevant Purchase and Sale Agreement is executed, which shall be
adjusted depending on what the Independent Expert or the courts through a firm ruling may set
on the date that the Price is definitively set.
	 
	 	 	Should the Independent Expert or the courts, through a firm ruling, agree with the
Promissory Seller regarding the calculation and setting of the Price, the Promissory Buyer
shall be obliged to pay the Promissory Seller a penalty consisting of the amount resulting
from applying an interest rate of the EURIBOR plus three (3) points multiplied by the
difference between the amount paid by the Promissory Buyer to the Promissory Seller on the
date of the relevant Purchase and Sale Agreement and the Price calculated and set by the
Independent Expert or the Courts through a firm ruling for the time that has elapsed from
the date of the relevant Purchase and Sale Agreement and the payment of the Price
adjustment.
	 
	 	 	Should the Independent Expert or the courts, through a firm ruling, agree with the
Promissory Buyer as regards the calculation and setting of the Price, the amount paid by the
Promissory Buyer to the Promissory Seller on the date of the relevant Purchase and Sale
Agreement shall become the definitive Price.






	5.4	 	Should the Promissory Buyer not give the Promissory Seller Notice of Price within the
deadline set forth in section 5.1 above, the Promissory Seller may give the Promissory Buyer
said Notice of Price within fifteen (15) calendar days counting from the day in which the
deadline set forth in section 5.1 above expires and the procedure set forth in Clause 5 shall
apply mutatis mutandis. In this case, the relevant Price for the purchase and sale shall be
the Price set by the Independent Expert or by the courts through a firm ruling. The
Promissory Buyer shall pay to the Promissory Seller the amount that constitutes the price
according to the Promissory Seller’s calculations on the date the relevant Purchase and Sale
Agreement is executed, which shall be adjusted depending on what the Independent Expert or the
courts through a firm ruling may set on the date that the Price is definitively set.





9









 











	 	 	Should the Independent Expert or the courts, through a firm ruling, agree with the
Promissory Seller as regards the calculation and setting of the Price, the amount paid by
the Promissory Buyer to the Promissory Seller on the date of the relevant Purchase and Sale
Agreement shall become the definitive Price.
	 
	 	 	Should the Independent Expert or the courts, through a firm ruling, agree with the
Promissory Buyer regarding the calculation and setting of the Price, the Promissory Seller
shall be obliged to pay the Promissory Buyer a penalty consisting of the amount resulting
from applying an interest rate of the EURIBOR plus three (3) points multiplied by the
difference between the amount paid by the Promissory Buyer to the Promissory Seller on the
date of the relevant Purchase and Sale Agreement and the Price calculated and set by the
Independent Expert or the Courts through a firm ruling for the time that has elapsed from
the date of the relevant Purchase and Sale Agreement and the payment of the Price
adjustment.
	 
	6.	 	PROMISSORY SELLER’S STATEMENTS AND GUARANTEES
	 
	6.1	 	The Promissory Seller hereby states and guarantees to the Promissory buyer that:






	 	6.1.1	 	The Promissory Seller has the full legal capacity to act and enter into this
Agreement and perform his/her obligations on his/her own behalf and that this capacity
is not limited by any legal provision, court ruling, arbitration award or agreement.
	 
	 	6.1.2	 	The Promissory Seller has carried out all the actions and obtained all the
authorizations, permits, consent and approvals necessary to enter into and fulfill this
Agreement and thereby irrevocably undertaking to transfer ownership of the Shares
without requiring any further consent, authorizations or permits for such an end. The
entering into and fulfillment of this Agreement by the Promissory Seller does not
breach any rules, undertakings or agreement adopted or signed by him/her.
	 
	 	6.1.3	 	The legal instruments through which the Promissory Seller acquired the shares
held by him/her in the Matchmind Group Companies grant him/her valid title to their
ownership, have not been challenged by any third party and fully comply with any
applicable laws and the bylaws of the Matchmind Group Companies.






	 	 	The Promissory Seller hereby states that the foregoing statements and guarantees are true,
accurate and complete on the Date of Execution, without omitting any fact or circumstance
that may alter, restrict or condition their contents and scope.






	6.2	 	Annex 6.2 contains the statements and guarantees concerning the financial year in
question that the Promissory Seller shall make to the Promissory Buyer in the relevant
Purchase and Sale Agreements (hereinafter referred to as the “Statements and Guarantees”) in
connection with the Matchmind Group Companies, their business, operations and assets. The
Promissory Seller hereby states that the Statements and Guarantees are true, accurate and
complete on the Date of Execution, without omitting any fact or circumstance that may alter,
restrict or condition their contents and scope.




10









 












	6.3	 	The Statements and Guarantees concern the Matchmind Group Companies, their shares, business,
operations and assets. The Seller shall not make any statements other than the ones expressly
set forth in Annex 6.2.






	6.4	 	The Statements and Guarantees shall be made by the Promissory Seller in keeping with the
Statements and Guarantees made by the Promissory Seller on the Date of Execution and in the
relevant Purchase and Sale Agreements entered into pursuant the stipulations set forth herein.






	6.5	 	The Promissory Buyer’s decision to purchase the Shares for the Price and under the other
terms and conditions set forth herein is essentially based on the existence, veracity,
accuracy and integrity of the Statements and Guarantees the Promissory Seller shall make in
the relevant Purchase and Sale Agreements under the terms and conditions set forth in Annex 6.2. As a consequence of the foregoing, the Promissory Seller shall be held liable before the
Promissory Buyer for the veracity, accuracy and integrity of the Statements and Guarantees
under the terms and conditions set forth in the relevant Purchase and Sale Agreements from the
moment these are entered into.






	6.6	 	The Promissory Seller shall exclusively hold the Promissory Buyer harmless from any damages
to the latter or to the Matchmind Group Companies arising from a breach of fulfillment
concerning deadlines or form by the members of the Management Team or by the Matchmind Group
Companies of any tax obligations having to do with income tax withholdings, from the payment
of dividends prior to the Date of Execution, as well as from the Corporate Operations modality
of the Property Transfer Tax and Stamp Duty (Impuesto de Transmisiones Patrimoniales y Actos
Jurídicos Documentados) that may apply to the increases of capital set forth in Clauses 3.1.1
and 3.1.2 of the Framework Agreement.
	 
	7.	 	PROMISSORY BUYER’S STATEMENTS AND GUARANTEES






	7.1	 	Annex 7.1 contains the statements and guarantees the Promissory Buyer shall make to
the Promissory Seller in the relevant Purchase and Sale Agreements. The Promissory Buyer
hereby states that the aforementioned statements and guarantees are true, accurate and
complete, without omitting any fact or circumstance that may alter, restrict or condition
their contents and scope.






	7.2	 	The statements and guarantees that the Promissory Buyer shall make in keeping with the
statements and guarantees that the Promissory Buyer makes on the Date of Execution to the
Promissory Seller in the relevant Purchase and Sale Agreements shall be reiterated by the
Promissory Buyer in the relevant Purchase and Sale Agreements that are entered into pursuant
to the stipulations set forth herein.
	 
	8.	 	PURCHASE AND SALE AGREEMENT AND MAKING IT PUBLIC






	8.1	 	By virtue of this Promissory Agreement, the Parties hereby firmly and irrevocably undertake
to enter into the relevant Purchase and Sale Agreement (which shall be substantially similar
to the sample attached hereto as Annex 8.1, except for any variations that may be
strictly necessary to adapt it to any new circumstances that may come about) pursuant to the
provisions set forth herein and within the deadlines set forth in Clause 3, thereby executing
the transfer of the shares held by the Promissory Seller at each of the moments set forth in
Clause 3, the payment of the Price and the performance of the rest of the actions set forth in
the relevant Purchase and Sale Agreements.




11









 












	8.2	 	The Purchase and Sale Agreement shall have legal effect immediately after it is entered into
by the Parties by the Notary Public chosen for such a purpose by the Promissory Buyer, the
costs of which shall be incurred by the Promissory Buyer and the Promissory Seller pursuant to
the provisions set forth in the Law.






	8.3	 	Any taxes that may result from entering into and executing the Purchase and Sale Agreement
and the operations set forth therein shall be incurred by the Parties as set forth by the Law.






	8.4	 	For the purposes of executing the relevant Purchase and Sale Agreement within the deadline
set forth in sections 5.2 or 5.3, as may be the case, the Promissory Buyer (or the Promissory
Seller in the case governed by section 5.4) shall give the Promissory Seller (or the
Promissory Buyer in the case governed by section 5.4) notice (the “Notice of Purchase”) which
shall state the following:






	 	8.4.1	 	Date, place and time in which the execution of the relevant Purchase and Sale
Agreement and making it public shall take place, which may not exceed ten (10) calendar
days from the date Notice of Purchase is received by the Promissory Seller (or the
Promissory Buyer) or be less than five (5) calendar days from the date Notice of
Purchase is received by the Promissory Seller (or the Promissory Buyer).
	 
	 	8.4.2	 	Details of the Madrid Notary Public chosen to make the Purchase and Sale
Agreement public.
	 
	 	8.4.3	 	The purchase Price as calculated pursuant to the provisions set forth in
Clauses 4 and 5.






	9.	 	EXIT OF THE PROMISSORY SELLER FROM THE MATHMIND GROUP
	 
	9.1	 	Should the working or trade relationship between the Promissory Seller and any of the
Matchmind Group Companies or the Promissory Seller come to an end before the Promissory Buyer
has acquired all the shares of the Matchmind Group (hereinafter referred to as the “Promissory
Seller’s Exit”), the following rules shall apply:






	 	9.1.1	 	Should the Promissory Seller’s Exit come about as a result of: (i) the
voluntary termination by the Promissory Seller of the trade relationship linking
him/her to any of the Matchmind Group Companies or to the Promissory Buyer; (ii) the
termination by any of the Matchmind Group Companies or by the Promissory Seller of the
trade relationship linking them to the Promissory Seller for causes imputable to the
Promissory Seller; (iii) the Promissory Seller’s resignation; (iv) the Promissory
Seller’s retirement; (v) the extinction of the Promissory Seller’s employment contract
by the parties’ mutual agreement or (vi) the Promissory Seller’s dismissal ruled to be
fair, the Promissory Seller, by means of this Agreement, shall freely and irrevocably
grant to each of the members of the Management Team (hereinafter referred to as the
“Beneficiaries”) a Purchase Option on the Shares the Promissory Seller holds directly
and/or indirectly through companies controlled by him or proxies as a right in rem
erga omnes at the time of the Promissory Seller’s Exit (hereinafter referred to as the
“Shares Subject to Option”) on a pro rata basis to the shares each of them may hold in
the Matchmind Group at the time of the Promissory Seller’s Exit. The Promissory Seller
shall likewise undertake to sell all the Shares Subject to Option free from any
encumbrances and liens, along with any entitlements that are inherent to full ownership
(hereinafter referred to




12









 






	 	 	 	as the “Purchase Option”), and the Beneficiaries accept the
Purchase Option. The terms and conditions of the Purchase Option are set forth below:






	 	(a)	 	The Purchase Option may be exercised by all or part of the
Beneficiaries on a pro rata basis to the shares each of them may hold in the
Matchmind Group at the time of the Promissory Seller’s Exit on all the Shares
Subject to Option at any time from the moment the Promissory Seller’s Exit comes
about to the moment the Promissory
Seller acquires all the shares in the Matchmind Group.
	 
	 	(b)	 	The Promissory Buyer shall immediately give notice to the
Matchmind Group Companies of the Promissory Seller’s Exit, so that they are duly
notified of the granting of the Purchase Option to the Beneficiaries and it
shall be duly annotated in the relevant Partner Registry for the purposes of its
efficacy as a right in rem erga omnes.
	 
	 	(c)	 	Should the Purchase Option be exercised, the purchase price of
each of the Shares Subject to Option shall be equivalent to the book value of
said shares, construed as the book value of the Matchmind Group Companies’
equity.
	 
	 	(d)	 	The price of the Shares Subject to Option resulting from the
stipulations set forth in the foregoing section shall be paid by the Beneficiary
on the acquisition date by means of a banker’s draft.
	 
	 	(e)	 	In order to execute the Purchase Option, it shall be enough for
the Beneficiary to irrefutably require the Promissory Seller to execute the sale
of a number of Shares Subject to Option proportional to the shares the
Beneficiary holds in the Matchmind Group at the time of the Exit before a Madrid
Notary Public on the date and in the place the Beneficiary may designate
(hereinafter referred to as the “Requirement”). The Requirement shall include
the purchase price of the Shares Subject to Option calculated in keeping with
the stipulations set forth in paragraph (c) and the documents that justify the
calculation thereof. The Requirement shall be served by any means that can
leave irrefutable proof thereof fifteen (15) days in advance.
	 
	 	(f)	 	The costs corresponding to the relevant public instrument of
purchase and sale shall be incurred in equal parts by the Promissory Seller and
the Beneficiary.
	 
	 	(g)	 	Any Beneficiaries that have exercised the Purchase Option shall
be entitled to an increase concerning the Shares Subject to Option that have not
been acquired by one or several of the Beneficiaries when exercising the
Purchase Option.






Should all or some of the Beneficiaries not exercise their Purchase Option on the
Shares Subject to Option, the Shares Subject to Option not sold when exercising the
Purchase Option may be acquired by the Promissory Buyer under the same terms and
conditions obtained by the Beneficiaries, as long as they are not acquired by the
Beneficiaries that have exercised their Share Option by virtue of their entitlement
to an increase.



13









 






	 	9.1.2	 	Should the Promissory Seller’s Exit come about as a result of: (i) the
voluntary termination by any of the Matchmind Group Companies or the Promissory Buyer
of the trade relationship linking them to the Promissory Seller; (ii) the termination
by the Promissory Seller of the trade relationship that links him with any of the
Matchmind Group Companies or the Promissory Buyer for reasons imputable to any of the
Matchmind Group Companies or the Promissory Buyer; (iii) the Promissory Seller’s
dismissal ruled to be unfair or null and void; (iv) the extinction of the Promissory
Seller’s employment contract at the request of the Promissory Seller due to the causes
set forth in Article 50 of the Workers’ Statute (Estatuto
de los Trabajadores) when a court ruling states that such an extinction may proceed;
(v) collective dismissal or (vi) the extinction of the Promissory Seller’s employment
contract due to force majeur, the stipulations set forth herein shall continue to
have effect and hence the irrevocable undertakings to buy and sell taken on the
Parties shall remain in effect.






	10.	 	BREACH OF THE OBLIGATIONS CONCERNING SELLING AND/OR BUYING






	10.1	 	Should the Promissory Seller or the Promissory Buyer breach any of their obligations
concerning the sale and transfer or the purchase and acquisition of all of the shares, the
Promissory Seller and the Promissory Buyer mutually agree that, in addition to any damages
that may arise from such a breach and the possibility of demanding the mandatory performance
of the Agreement, the party in breach shall be obliged to pay a voluntarily accepted and
negotiated penalty, which cannot therefore be moderated, amounting to ONE HUNDRED THOUSAND
EUROS (100,000) should the party in breach be the Promissory Seller, or a penalty amounting
to TWO HUNDRED THOUSAND EUROS (200,000) should the party in breach be the Promissory Buyer.






	10.2	 	By virtue of this Agreement, should the Promissory Seller breach any of the obligations set
forth herein concerning the sale and transfer of all the Shares, the Promissory Seller shall
grant to the Promissory Buyer a special irrevocable power of attorney as wide-ranging as may
be necessary under the Law, so that the Promissory Buyer may perform all the necessary actions
to execute the purchase and sale of the Shares on behalf of the Promissory Seller even if it
should fall into the legal definition of self-dealing (and even if it could lead to a conflict
of interests), and more specifically so as to be able to execute the Purchase and Sale
Agreement after prior payment of the Price or its consignment before the Notary authorizing
the Purchase and Sale Agreement. This power of attorney that the Promissory Seller shall
grant to the Promissory Buyer shall be construed as irrevocable and shall remain in effect
until the sale and transfer of all the Shares is finalized. The unilateral withdrawal of this
power of attorney by the Promissory Seller shall not have any effect whatsoever.
	 
	11.	 	MAKING THE AGREEMENT PUBLIC AND TAXES






	11.1	 	This Agreement shall be made public immediately after its execution by the Parties by the
Notary Public chosen for such a purpose by the Promissory Buyer. Any expenses arising from
such shall be incurred by the Promissory Buyer.






	11.2	 	Any taxes that may result from entering into and executing this Agreement and the operations
set forth herein shall be incurred by the Party as set forth by the Law.




14









 












	12.	 	NOTICES






	12.1	 	Any notices arising from this Agreement to be considered valid shall be served by facsimile
service between public bureaus (known in Spanish as burofax) or by any other written means
that would leave proof of reception and the contents thereof to the following addresses or any
other addresses of which either of the Parties may give the other notice.






	 	12.1.1	 	Notices to the Promissory Seller:
	 
	 	 	 	To the attention of Mr./Ms.                                          to the address appearing on the public
instrument by virtue of which this Agreement is made public.
	 
	 	12.1.2	 	Notices to the Promissory Buyer:
	 
	 	 	 	To the attention of Mr. José Ignacio del Barrio
	 
	 	 	 	Address: Valgrande, 6
	 
	 	 	 	28108 Alcobendas (Madrid)
	 
	 	 	 	Fax: 917147003
	 
	 	 	 	E-mail: jibarrio@telvent.abengoa.com
	 
	 	 	 	With copy to Mr. Juan Picón García de Leániz
	 
	 	 	 	Address: DLA PIPER
	 
	 	 	 	Paseo de la Castellana, 35
	 
	 	 	 	Madrid 28046
	 
	 	 	 	Fax: 91 319 19 40
	 
	 	 	 	E-mail: juan.picon@dlapiper.com






	13.	 	CONFIDENTIALITY






	13.1	 	Apart from the press releases dealing with this Agreement to be issued in accordance with the
regulations that may apply to either of the Parties, the Parties hereby agree to keep this
Agreement confidential, along with its purpose, terms and conditions and the documents and
information derived from it. Hence, the Parties may not disclose any of this Agreement’s
aspects to any individual other than their employees taking part in the transaction or whoever
may professionally take part in the Agreement in his/her capacity as a legal, accounting,
financial or other kind of expert, unless the Parties are required to disclose it by any
regulatory, inspection or supervisory body or the courts.






	13.2	 	The Parties shall notify their employees or advisors of the obligation of confidentiality
agreed upon hereby and make every effort to ensure they observe it.




15









 












	13.3	 	In the case of press releases and commercial advertising or similar, on whatever media they
may be released, the Parties shall have to obtain prior written consent from the other
concerning their contents before issuing or broadcasting them.
	 
	14.	 	ASSIGNMENT OF RIGHTS






	14.1	 	Neither Party may assign their rights and obligations pursuant to this Agreement or subrogate
its legal position, either wholly or partially, to a third party without the other Party’s
prior express written consent.






	14.2	 	The Promissory Buyer may wholly or partially assign its rights and obligations arising from
this Agreement or subrogate its contractual position to any companies forming part of the
business group whose parent company, as this term is defined in Article 4 of the Stock Market
Law (Ley del Mercado de Valores), is Televent Git, S.A. as a guarantee for the Promissory
Seller without any requirement other than giving the other Party prior notice of such
assignment or subrogation.






	14.3	 	For the purposes of this Agreement, only those assignments or subrogations shall be valid in
which the assignee or the party to which the contractual position is subrogated expressly
accepts the terms and conditions of this Agreement and undertakes all the rights and
obligations arising thereof in replacement of the assignor or subrogator, in addition to
complying with the provisions set forth in sections 14.1 and 14.2 above.
	 
	15.	 	GENERAL PROVISIONS






	15.1	 	No modifications to this Agreement, including those made to this Clause, shall be valid
unless they are in writing and signed by a duly authorized representative of each of the
Parties.






	15.2	 	Any omission or delay in exercising any right or action set forth herein shall not constitute
a wavier of said right or action, or a waiver of any other rights or actions. Individually or
partially exercising any right or action shall not impede exercising the subsequent right or
action, or exercising any other right or action.
	 
	15.3	 	Calculating the deadlines and periods set forth herein shall be done in the following manner:






	 	15.3.1	 	Those set forth in days to be calculated from a specific date shall exclude the
latter from the calculation and shall commence on the following day.
	 
	 	15.3.2	 	Should the periods and deadlines be set forth in months or years, they shall be
calculated from date to date. Whenever there is no equivalent to the initial date of
calculation in the month of expiration, it shall be construed that the period or
deadline expires on the last day of the month.
	 
	 	15.3.3	 	Except when otherwise indicated, calculating any deadlines and periods set forth in
days shall be construed to exclude bank holidays in Madrid, the capital of Spain.




16









 












	15.4	 	This Agreement constitutes the only complete Agreement between the Parties concerning its
purpose and it annuls and leaves without effect any other prior agreements dealing with the
same matter, except for the Framework Agreement.






	15.5	 	Should any competent jurisdiction or arbitration tribunal declare any Clause in this
Agreement null and void, invalid or ineffective, the Parties hereby agree to negotiate in good
faith the modification
of said Clause only in as far is it is necessary for the Agreement and so that the said
Clause is legal, valid and effective and in such a way so that it faithfully reflects the
Parties’ original intention. In any event, should any Clause in this Agreement be null and
void, invalid or ineffective, it shall not in any way affect the legality, validity and
effectiveness of the other Clauses contained in the Agreement.
	 
	16.	 	GOVERNING LAW AND JURISDICTION
	 
	16.1	 	This Agreement shall be governed by and interpreted in accordance with common Spanish law.






	16.2	 	The Parties hereby expressly waive any jurisdictional privileges they may enjoy and agree to
submit any disputes and disagreements that could arise concerning the interpretation,
fulfillment or performance of this Agreement to the jurisdiction of the courts of the city of
Madrid.




17









 











     IN WITNESS WHEREOF, the parties have hereunto set their hand in the place and on the date
first mentioned above.



	 	 	 	 	 	 	 
	The Promissory Seller
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Mr./Ms.
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	The Promissory Buyer
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	TELVENT OUTSOURCING, S.A.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	/s/ José Ignacio del Barrio
 

Mr. José Ignacio del Barrio

	 	 	 	/s/ Ana María Plaza Arregui
 

Ms. Ana María Plaza Arregui
	 	 







18












 






ANNEX 1




PROMISSORY SELLER’S SHARE

IN THE MATCHMIND GROUP




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shares of Matchmind Holding, S.L.	 
	Shareholder	 	Number of shares	 	 	Shares numbered from to (both included)	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Carlos Delgado Suárez
	 	 	10,492	 	 	 	100,493	 	 	 	100,570	 
	 
	 	 	 	 	 	 	113,069	 	 	 	113,138	 
	 
	 	 	 	 	 	 	113,167	 	 	 	123,509	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Carsa Consultores
	 	 	1,264	 	 	 	101,188	 	 	 	102,450	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Cardel Consultores
	 	 	11,965	 	 	 	100,001	 	 	 	100,492	 
	 
	 	 	 	 	 	 	173	 	 	 	192	 
	 
	 	 	 	 	 	 	86,001	 	 	 	96,000	 
	 
	 	 	 	 	 	 	1	 	 	 	1,149	 
	 
	 	 	 	 	 	 	49,009	 	 	 	49,312	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Raquel Tuduri García
	 	 	9,671	 	 	 	193	 	 	 	200	 
	 
	 	 	 	 	 	 	96,001	 	 	 	100,000	 
	 
	 	 	 	 	 	 	49,313	 	 	 	49,875	 
	 
	 	 	 	 	 	 	100,571	 	 	 	101,187	 
	 
	 	 	 	 	 	 	113,139	 	 	 	113,166	 
	 
	 	 	 	 	 	 	123,510	 	 	 	127,965	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	José Luis Molina Zamora
	 	 	2,162	 	 	 	102,451	 	 	 	103,611	 
	 
	 	 	 	 	 	 	129,056	 	 	 	130,056	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Margarita Fernández Gutiérrez
	 	 	2,162	 	 	 	104,773	 	 	 	105,932	 
	 
	 	 	 	 	 	 	131,058	 	 	 	132,058	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Antonio Luis Gálvez Fernández
	 	 	2,162	 	 	 	103,612	 	 	 	104,772	 
	 
	 	 	 	 	 	 	130,057	 	 	 	131,057	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Marcos de Miguel Pagazaurtundua
	 	 	2,066	 	 	 	105,933	 	 	 	107,042	 
	 
	 	 	 	 	 	 	132,059	 	 	 	133,014	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	José Luís Rodríguez de Andrés
	 	 	1,810	 	 	 	107,962	 	 	 	108,932	 
	 
	 	 	 	 	 	 	133,808	 	 	 	134,645	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Miguel Larruscain Caballero
	 	 	1,810	 	 	 	108,933	 	 	 	109,904	 
	 
	 	 	 	 	 	 	134,646	 	 	 	135,483	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Francisco Javier Sotillos Bermejo
	 	 	196	 	 	 	109,905	 	 	 	110,009	 
	 
	 	 	 	 	 	 	135,484	 	 	 	135,573	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Jorge Pereira Hernández
	 	 	857	 	 	 	110,010	 	 	 	110,324	 
	 
	 	 	 	 	 	 	135,574	 	 	 	136,115	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Ignacio Rubio Laseca
	 	 	1,712	 	 	 	110,325	 	 	 	111,243	 
	 
	 	 	 	 	 	 	136,116	 	 	 	136,908	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Javier Miguel Fernández
	 	 	196	 	 	 	111,244	 	 	 	111,348	 
	 
	 	 	 	 	 	 	136,909	 	 	 	136,998	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	José Ignacio de las Llanderas García
	 	 	705	 	 	 	111,809	 	 	 	112,026	 
	 
	 	 	 	 	 	 	137,396	 	 	 	137,881	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Mariano García Gutiérrez
	 	 	705	 	 	 	112,027	 	 	 	112,245	 
	 
	 	 	 	 	 	 	137,882	 	 	 	138,368	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Francisco Javier Álvarez Merino
	 	 	705	 	 	 	112,246	 	 	 	112,463	 
	 
	 	 	 	 	 	 	138,369	 	 	 	138,855	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Iñigo Barrón Ibeas
	 	 	1,712	 	 	 	107,043	 	 	 	107,961	 
	 
	 	 	 	 	 	 	133,015	 	 	 	133,807	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Arón Ramson
	 	 	857	 	 	 	111,349	 	 	 	111,808	 
	 
	 	 	 	 	 	 	136,999	 	 	 	137,395	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Enrique Sánchez
	 	 	1,090	 	 	 	127,966	 	 	 	129,055	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Rosa García González
	 	 	412	 	 	 	140,917	 	 	 	141,328	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Ramón Damián de Cózar Mena
	 	 	412	 	 	 	140,092	 	 	 	140,503	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Juan Solana
	 	 	412	 	 	 	140,504	 	 	 	140,916	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Enrique Serrano
	 	 	412	 	 	 	138,856	 	 	 	139,267	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	José Manuel Fernández de Oliva
	 	 	412	 	 	 	139,268	 	 	 	139,679	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	José Carvajal Martínez
	 	 	412	 	 	 	139,680	 	 	 	140,091	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 






 









 





ANNEX 6.2




SELLER’S STATEMENTS AND GUARANTIES




As regards each of the Companies of the Matchmind Group, the Seller makes the following Statements
and Guaranties to the Buyer:




	1.	 	SELLER’S CAPACITY
	 
	1.1	 	The Seller has the full legal capacity to act and enter into this Agreement and perform his
obligations on his own behalf and that this capacity is not limited by any legal provision,
court ruling, arbitration award or agreement.
	 
	1.2	 	The Seller has carried out all the actions and obtained all the authorizations, permits,
consent and approvals necessary to enter into and fulfill this Agreement and thereby convey
ownership of the Shares without requiring any further consent, authorizations or permits for
such an end. The entering into and fulfillment of this Agreement by the Seller does not breach
any rules, undertakings or agreement adopted or signed by him.
	 
	2.	 	COMPANIES OF THE MATCHMIND GROUP
	 
	2.1	 	Shares






	 	2.1.1	 	Either directly or indirectly, the Seller is a partner of the Companies of the
Matchmind Group . The capital stock of each of the Companies of the Matchmind Group is
shown in Appendix 2.1.1 attached hereto, as are the direct or indirect stakes
that the Seller holds in each one of them.
	 
	 	2.1.2	 	The Companies of the Matchmind Group do not possess any treasury stock, nor do
they hold any shares or stake, or any profit sharing or other forms of participation,
either directly or indirectly, in any other company, association, joint venture, joint
account or associative structure in the broad sense of the word, nor do they have the
obligation to acquire any interest or shareholding whatsoever in another company,
association, joint account or associative structure, except the provisions set forth in
Appendix 2.1.2.
	 
	 	2.1.3	 	The shares into which the capital stock of each of the Companies of the
Matchmind Group is divided and that belong to the Seller are free of any charge, lien,
claim or third-party rights of any kind. There are no options, charges, pledges or
other forms of guaranty, rights in rem, encumbrances or liens, constraints, claims,
agreements, retaining rights or privileges (except those laid down in the bylaws)
affecting the Seller’s Shares in the Companies of the Matchmind Group, and there is no
type of agreement, other than those contained in the Framework Agreement, affecting the
Shares in the Companies of the Matchmind Group or any that might grant any person or
entity, now or in the future, the right to convert into, subscribe or acquire shares in
the Companies of the Matchmind Group or to make the conversion, subscription or
acquisition of shares in the Companies of the Matchmind Group




 









 












obligatory, or to oblige the Seller or the Companies of the Matchmind Group to
acquire or sell shares in the Companies of the Matchmind Group.




	 	2.1.4	 	The legal instruments by virtue of which the Seller acquired the Shares grant
valid title to and ownership over the Shares to the Seller and have not been challenged
by another third party and fully comply with any laws that may apply and corporate
bylaws of the Companies of the Matchmind Group.






	2.2	 	Corporate Matters regarding the Companies of the Matchmind Group






	 	2.2.1	 	The Companies of the Matchmind Group have been duly incorporated and
registered in the Companies Registers corresponding to their registered addresses, they
are existing companies pursuant to the Spanish legal system and fulfill the
requirements of a legal nature demanded by the regulations which are applicable to them
as regards their corporate purpose.
	 
	 	2.2.2	 	All the corporate books, registries, accounting and tax books that the
Companies of the Matchmind Group are obliged to keep are duly legalized, updated and
kept in accordance with the applicable legal requirements in a proper and coherent
manner, and they contain exact, complete and reliable records of all the matters that
such books should cover.
	 
	 	2.2.3	 	The sharing-out of any profits, reserves or funds has not been distributed or
agreed upon by the Companies of the Matchmind Group, nor has any payment or any right
been paid or produced or agreement for the payment of dividends charged against the
corporate year ending on December 31, 2006 or for the payment of dividends on account
charged against the corporate year in process, nor is there any other form of
remuneration in favor of the Seller, previous partners or members of the respective
governing bodies, except the corporate operations set forth in the Framework Agreement.
	 
	 	2.2.4	 	None of the Companies of the Matchmind Group have declared their winding-up,
merger or splitting up. The Companies of the Matchmind Group are not involved in any
bankruptcy proceedings nor are they involved in any of the situations of insolvency set
forth in Article 2 of the Bankruptcy Law (Ley Concursal), nor have they incurred in any
legal reason for winding up.
	 
	 	2.2.5	 	No corporate resolutions have been taken by the Companies of the Matchmind
Group nor have agreements been reached with third parties that would force capital
reductions, nor are the Companies of the Matchmind Group in any situation as regards
their wealth which would make a capital reduction or their winding up compulsory
pursuant to prevailing legislation.
	 
	 	2.2.6	 	No action amending the corporate structure of the Companies of the Matchmind
Group, that is to say in general terms, its capital stock, governing bodies or
corporate bylaws is pending registration, nor is any other action that must be thus
registered, except the corporate operations set forth in the Framework Agreement. None
of the Companies of the Matchmind Group are in a situation of closing down in the
Companies Register.




 









 






	 	2.2.7	 	All the rights and obligations of the holders of the shares in the Companies
of the Matchmind Group for such items are set forth in the Framework Agreement, as are
their corporate bylaws, and no rights, obligations or undertakings of any kind
whatsoever exist beyond them, except as set forth in Appendix 2.2.7.
	 
	 	2.2.8	 	The Companies of the Matchmind Group have the necessary and sufficient
capacity to act in order to hold full ownership over their assets of all kinds and to
perform the activities of their own businesses and trade in the same way as these are
currently taking place.






	2.3	 	Management the Companies of the Matchmind Group






	 	2.3.1	 	Appendix 2.3.1 contains a list of the members of the governing bodies
of the Companies of the Matchmind Group, including their date of appointment, duration
of office and distribution. None of the members of the governing bodies of the
Companies of the Matchmind Group are entitled to any remuneration, even in the event of
being relieved of office or retirement.
	 
	 	2.3.2	 	The Companies of the Matchmind Group have not granted any more general powers
of attorney or any other kinds of powers of attorney to perform any operations on their
behalf or to bind the Companies of the Matchmind Group in any way whatsoever other than
those set forth in detail in Appendix 2.3.2. All the powers of attorney granted
by the Companies of the Matchmind Group have been duly registered in the Companies
Register, except the general powers of attorney for litigation and those pending
registration set forth in Appendix 2.3.2.






	3.	 	FINANCIAL AND ACCOUNTING REPORTING OF THE COMPANIES OF THE MATCHMIND GROUP
	 
	3.1	 	The annual account of the Companies of the Matchmind Group as of December 31, 2006 and their
financial statements as of as of June 30, 2007 (all jointly referred to hereinafter as the
“Accounts”) are attached hereto as Annex 3.1.
	 
	3.2	 	The Accounts:






	 	3.2.1	 	The Accounts have been drawn up by the Companies of the Matchmind Group
pursuant to the provisions set forth in the applicable legislation and according to
generally accepted accounting principles in Spain.
	 
	 	3.2.2	 	They are exact and truthful in every respect and in keeping with any
applicable laws and regulations.
	 
	 	3.2.3	 	They fully reveal asset and liability elements as well as the financial
undertakings existing on the dates and in the periods to which they refer, without
containing any statement or omitting any fact which may lead to an error concerning the
wealth or the results of the Companies of the Matchmind Group.




 









 






	 	3.2.4	 	They show a reliable image of the wealth, financial situation and results of
the Holding Companies and of the Companies of the Matchmind Group. More specifically,
the Companies of the Matchmind Group do not have liabilities, debts or obligations that
do not appear in the Accounts.






	3.3	 	The Companies of the Matchmind Group have been duly filing their annual accounts at the
Companies Register pursuant to prevailing legislation.
	 
	3.4	 	There are no liabilities, losses, contingencies or contractual obligations of the Companies
of the Matchmind Group, whatever their nature may be, whether absolute, due, contingent or of
any other kind whatsoever, other than the liabilities and obligations that are fully shown,
due and, in the Seller’s judgment, provisioned for in the Accounts. Additionally, the relevant
reserves are suitable and reasonable.
	 
	3.5	 	There is no amount pending collection or payment by the Companies of the Matchmind Group that
has become due and remains outstanding, except for those reflected in the Accounts.
	 
	3.6	 	During the period spanning between the Date of the Annual Accounts and the Date of Execution
of the Purchase and Sale Agreement:






	 	3.6.1	 	The Companies of the Matchmind Group have not undertaken any obligation or
liability that is not duly entered or provisioned for in the Accounts, with the
exception of those arising from the ordinary course of their businesses under market
conditions.
	 
	 	3.6.2	 	The Companies of the Matchmind Group have not sold, assigned, leased or in any
other way divested or subjected to charges or liens any of their tangible or intangible
assets or shares in them, except for the sales made during the ordinary course of their
businesses under market conditions, which are broken down in Appendix 3.6.2.
	 
	 	3.6.3	 	The Companies of the Matchmind Group have not purchased or agreed to purchase
any other asset, except in the ordinary course of business.
	 
	 	3.6.4	 	The Companies of the Matchmind Group have not paid off any financial debt in
advance, granted guaranties or modified the terms or conditions of those already
existing, lent money nor advanced payments to third parties, including the Seller,
former partners or members of the respective governing bodies, nor have they entered
into any credit or loan agreements, except the loan contract entered into by Matchmind
Holding and the Banco Español de Crédito, S.A., which matures on October 24, 2007, and
is referred to in Appendix 3.6.2.
	 
	 	3.6.5	 	The Companies of the Matchmind Group have not suffered negative consequences
to their financial situation, any loss, or any adverse change in the results of their
operations, businesses or assets.
	 
	 	3.6.6	 	The Companies of the Matchmind Group have not breached any of the agreements,
contracts or insurance policies to which they are a party.




 









 






	 	3.6.7	 	The Companies of the Matchmind Group have not cancelled any loans or waived
the right to claim them from third parties, apart from the cancellation of the loan
agreement entered into by Matchmind Holding and Banco Español de Crédito, S.A. on the
date of maturity October 24, 2007 referred to in Appendix 3.6.2.
	 
	 	3.6.8	 	The Companies of the Matchmind Group have not suffered any industrial
relations disputes or any other circumstance having an negative effect upon their
business, assets or the results of their operations.
	 
	 	3.6.9	 	The Companies of the Matchmind Group have not suffered or effectuated any
contracting, dismissals or amendments to the working conditions of the employees of the
Companies of the Matchmind Group, whose remuneration (including basic salary,
remuneration in kind, bonuses, and any other items) amounts to forty thousand Euros
(€ 40,000) or more. They have not increased or agreed to increase the earnings or set up
benefits of any type to be paid to board members, executives or employees of the
Companies of the Matchmind Group, or made any changes to the employment contracts of
their board members for the provision of services to the Companies of the Matchmind
Group, except for any changes required by the Law or by applicable collective
bargaining agreements.






	 	3.6.10	 	In the Seller’s judgment, none of the main customers of the Companies of the
Matchmind Group have terminated or substantially reduced their business relationships
with the Companies of the Matchmind Group or changed the commercial terms in a way that
would be disadvantageous to the Companies of the Matchmind Group.
	 
	 	3.6.11	 	In the Seller’s judgment, none of the main suppliers of the Companies of the
Matchmind Group have terminated or substantially reduced their supplies to them or
changed their commercial terms in a way that would be disadvantageous to the Companies
of the Matchmind Group.
	 
	 	3.6.12	 	Except the change of controlling interest of its shareholding structure, the business
activity of the Companies of the Matchmind Group is being performed as normal and no
change has occurred that might substantially affect the economic, trading or financial
situation of the Companies of the Matchmind Group, of their workers, of any of their
activities, or of any of their assets, liabilities, businesses or projects, nor have
the Companies of the Matchmind Group taken on any undertakings that may lead to any
such consequences.
	 
	 	3.6.13	 	The Companies of the Matchmind Group have not performed any operations beyond their
normal activity and trade, apart from those indicated in Appendix 3.6.2.






	4.	 	ASSETS
	 
	4.1	 	Real Property






	 	4.1.1	 	The Companies of the Matchmind group do not own any real property.
	 
	 	4.1.2	 	The Companies of the Matchmind Group are a party, as tenants, to the rental
agreements listed in Appendix 4.1.2 attached hereto. The aforementioned
agreements are currently in




 









 












effect and the
Companies of the Matchmind Group are fulfilling all their obligations arising from
such agreements. They have not subleased such real property. The execution of the
Agreement and/or the transfer of the Seller Shares will not produce any modification
whatsoever to the main clauses of the aforementioned rental agreements (for instance,
including but not limited to the rents agreed upon thereby).




	 	4.1.3	 	All the real properties listed in
Appendix 4.1.2 are:






	 	(a)	 	in a good state of repair and suitable for the purpose to which
they are destined and are properly maintained;
	 
	 	(b)	 	in compliance with all national, regional and local regulations
that may apply, particularly including any regulations concerning health and
safety and working conditions. They also comply with building, environmental,
urban planning and zoning regulations, more specifically, building permits have
been obtained for each of the buildings, along with any trading, opening,
operating and initial occupation licenses that may be needed.
	 
	 	(c)	 	are not contaminated in any way that might give rise to
third-party claims or any other claims grounded on any law or other regulations.






	4.2	 	Movable Property






	 	4.2.1	 	The Companies of the Matchmind Group hold valid title over all the movable
property they use during the ordinary course of their businesses, specifically
including: data processing equipment, furniture, motor vehicles, machinery and any
other tangible assets. These are free from any mortgages, pledges, charges, liens,
attachments, third-party rights or any other similar constraints, except the provisions
set forth in Appendix 4.2.1.
	 
	 	4.2.2	 	Apart from normal wear and tear arising from the use of such assets, all the
machinery and equipment employed by the Companies of the Matchmind Group is in a good
state of repair and maintenance and in satisfactory working condition. Such machinery
and equipment may be properly used for the purpose for which it was designed and for
which it has been used by the Companies of the Matchmind Group.






	5.	 	AGREEMENTS






	 	5.1.1	 	The Companies of the Matchmind Group are up-to-date with the fulfillment of
the contracts, agreements and undertakings to which they are a party with third
parties. They have not received notice that any of these third parties will cancel such
agreements, contracts or undertakings. No claims have been brought against them and
they have no knowledge that any such claims may be brought as regards these agreements
arising from a breach committed by the Companies of the Matchmind Group.
	 
	 	5.1.2	 	In the Seller’s judgment, execution of the Agreement and/or the transfer of
the Shares:




 









 












	 	(a)	 	will not lead to any breach or cancellation of any contracts,
agreements or undertakings entered into or executed by the Companies of the
Matchmind Group; and
	 
	 	(b)	 	will not lead to any amendments to the main clauses of any
contracts, agreements or undertakings entered into or executed by the Companies
of the Matchmind Group.






	 	5.1.3	 	The Companies of the Matchmind Group are not a party to any financing
agreement of any kind with credit or financial institutions or with other individuals
or legal persons, apart from those set forth in Appendix 5.1.3 attached hereto.
The Companies of the Matchmind Group have fulfilled all the obligations that they have
undertaken pursuant to such agreements. No claims have been brought against them and
they have no knowledge that any such claims may be brought as regards such agreements
arising from a breach by Companies of the Matchmind Group.
	 
	 	5.1.4	 	The Companies of the Matchmind Group are not party to nor are they obliged by
any kind of surety, guaranty or counter-guaranty, other than those listed in
Appendix 5.1.4 attached hereto.
	 
	 	5.1.5	 	All the agreements entered into by the Companies of the Matchmind Group having
a value exceeding five hundred thousand Euros (€ 500,000) and/or a term in excess of
twelve (12) months (the “Materials Agreements”) are listed in Appendix 5.1.5
attached hereto.
	 
	 	5.1.6	 	The Materials Agreements:






	 	(a)	 	Contain all the services and works effectively provided or to be
provided by the Companies of the Matchmind Group or their counter-parties, as
appropriate.
	 
	 	(b)	 	Have been executed under normal market conditions.
	 
	 	(c)	 	Fall within the corporate purpose and normal trade of the
Companies of the Matchmind Group.
	 
	 	(d)	 	Are valid, binding and enforceable in accordance with their own
terms and conditions and are fully in effect, without any of the parties having
breached any of their substantial obligations.
	 
	 	(e)	 	Do not breach any law or regulation.
	 
	 	(f)	 	To the Seller’s best judgment, it is unlikely that a loss would
result from their consummation or performance.
	 
	 	(g)	 	Contain termination clauses that are reasonable and usual for the
type of operations and activities to which they refer, and do not include any
change of controlling interest clause.




 









 












	 	5.1.7	 	The Companies of the Matchmind Group are not pending the execution of any
Materials Agreements, other than those listed in Appendix 5.1.5.
	 
	 	5.1.8	 	No service agreements or any of any other nature exist, whether they have been
executed in writing or not, with the Sellers or with the administrators of the
Companies of the Matchmind Group, or with entities or persons related to them, or any
that may be construed as being related parties in accordance with article 127 ter.5 of
the Revised Text of the Corporations Law (Texto Refundido de la Ley de Sociedades
Anónimas).
	 
	 	5.1.9	 	The Companies of the Matchmind Group have not entered into any agreement or
maintained any legal relationship with any third parties that could be regarded as an
agency relationship or that may give rise to an entitlement to any kind of compensation
for its customer base upon the termination of the relevant legal relationship.






	6.	 	INSURANCE
	 
	6.1	 	The Companies of the Matchmind Group have taken out or are beneficiaries of the insurance
policies that are described in Appendix 6.1 attached hereto. The aforementioned
policies cover the minimum levels as required by the Law, any Collective Bargaining Agreements
that may apply or any contractual provision currently in effect.
	 
	6.2	 	The insurance policies mentioned in the foregoing paragraph provide, in the Seller’s
judgment, sufficient coverage for the proper performance of the business of the Companies of
the Matchmind Group. All the premiums and other payments arising from such policies have been
duly paid on their relevant due dates, and no claims have arisen before the execution of this
Agreement which have yet to be notified to the relevant insurance company or whose coverage
has yet to be accepted by such insurance companies.
	 
	6.3	 	To the Seller’s best judgment, the insurance companies of the Companies of the Matchmind
Group do not have the intention to cancel the aforementioned policies, aim to abnormally
increase the premiums or impose any other additional conditions that would significantly amend
the contracting conditions.
	 
	6.4	 	The Companies of the Matchmind Group have not filed any claims before their insurance
companies over the last three (3) years concerning which the insurance companies have rejected
paying the relevant compensation, except as set forth in Appendix 6.4. The Companies
of the Matchmind Group currently have no outstanding claims by virtue of the policies taken
out.
	 
	7.	 	LICENSES, AUTHORIZATIONS AND PERMITS
	 
	7.1	 	The Companies of the Matchmind Group hold the administrative licenses, authorizations and
permits of any kind (duly obtained and fully in effect) that may be required to perform their
business in the way in which it is currently being performed.
	 
	7.2	 	Concerning such administrative licenses, authorizations and permits:






 











 






	 	7.2.1	 	They have been complied with and are currently being complied with and all the
necessary enforceable measures and resources have been implemented for an orderly
businessman to fulfill all the terms, conditions, objectives and deadlines applicable
to the Companies of the Matchmind Group, whether they arise from the applicable
regulations or from any other administrative resolutions, licenses, authorizations and
permits or any kind or undertakings taken on with the Public Administrations.
	 
	 	7.2.2	 	None of the conditions mentioned in paragraph 7.2.1 above have been breached.
	 
	 	7.2.3	 	The purchase and sale of the Shares will not place at risk, in the Seller’s
judgment, the fulfillment of any of the conditions set forth in paragraph 7.2.1 above.






	7.3	 	The Companies of the Matchmind Group have at their disposal all the permits, town-planning
licenses and administrative authorizations necessary for the use of the property and the
facilities in which they carry out their activities, as well as for the performance of such
activities at the aforementioned sites just as they are currently being performed.
	 
	7.4	 	Pursuant to the foregoing, in the Seller’s judgment, the total, partial, temporary or
definitive closing down of the facilities in which the Companies of the Matchmind Group carry
out their activities is unlikely, as is the temporary suspension or definitive termination of
such activities, or the cancellation or withdrawal of the authorizations, licenses,
authorizations or administrative permits of any kind obtained by the Companies of the
Matchmind Group. Neither can the imposition of any kind of penalties by the Public
Administrations be expected nor can it be expected that the competent administrative
authorities will request any additional work to be carried out at such facilities. It is
likewise highly unlikely that summons will be served to obtain town-planning or business
licenses or licenses of any other kind for the existing facilities.






	8.	 	TAXES






	8.1	 	For the purposes of this Annex, “Tax” or “Taxes” shall be construed to mean any national,
provincial, regional, municipal or foreign tax on any earnings, payments, corporate
operations, capital, franchises, added value, sales, use, transfer, stamp duty, paychecks,
withholdings, movable property, real property, or any other tax, charge or levy and the
corresponding interest, surcharges, sanctions, fines or penalties, as appropriate.
	 
	8.2	 	The Companies of the Matchmind Group (jointly referred to, for the purposes of this Clause 8,
as the “Taxpayers”) have fully and duly fulfilled, in the Seller’s judgment, their tax
obligations of all sorts and have paid all the Taxes that they were obliged to pay.
	 
	8.3	 	The Taxpayers are properly registered at all the competent tax administrations and keep
copies of all the tax returns filed before the tax authorities with the corresponding
registration stamp, along with the originals of all the supporting documents as well as all
the necessary books that may be required at any time by prevailing tax regulations concerning
all the tax periods still open for inspection.
	 
	8.4	 	The Taxpayers have invoiced all the income attributable to them in a correct, complete and
truthful fashion, and have likewise passed on the corresponding VAT (or indirect tax that may
apply).





 









 






	8.5	 	The Taxpayers have filed any tax returns required by Law (whether for taxes due or for a tax
refund) within the relevant deadlines and have duly filled them out prior and up to the Date
of the Execution of the Purchase and Sale Agreement. In addition, such tax returns are true,
correct and complete. The Taxpayers have properly applied the tax regulations having to do
with the imputation, valuation and classification of income and expenses that may be imputable
to the Companies of the Matchmind Group.
	 
	8.6	 	All the Taxes the Taxpayers are obliged to withhold or deposit on account have been duly
withheld or deposited on account and, to the extent that is necessary at the time of their
payment, have been duly declared and paid to the competent tax administration.
	 
	8.7	 	The tax administration has not required the Taxpayers payment for surcharges for tax payments
beyond their respective deadlines. Nor has it imposed any kind of late-filing penalty or
surcharge on them, whether as a result of their own actions or of administrative delays.
	 
	8.8	 	The Taxpayers have made the necessary provisions, whenever necessary, by correctly applying
the General Chart of Accounts as regards the Taxes due in tax periods prior to or within the
tax period coinciding with the Date of the Execution of this Agreement that have to be paid in
advance.
	 
	8.9	 	None of the Taxpayers have requested a postponement or splitting of the Tax payments or Tax
offsetting. Likewise, no notice from the tax administrations has been served granting such
postponements, splitting or offsetting.
	 
	8.10	 	As regards tax periods that are still open to inspection concerning the Taxes that may apply
to the Taxpayers, no kind of interruption, extension, waiver or restraint of the statute of
limitations thereof has come about from either the Taxpayers or the competent tax authorities.
	 
	8.11	 	No binding resolution has been issued by the tax administration upon the Taxpayers’ request
pursuant to Article 107 of the General Tax Law (Ley General Tributaria), nor has any
application for a binding ruling been filed by the Company or its Subsidiaries that is still
pending resolution, except as per Appendix 8.11 attached hereto.
	 
	8.12	 	None of the Taxpayers is currently subject to any kind of inspection or other administrative
action aimed at checking and investigating their tax situation and no notice has been served
concerning the commencement of or concerning such an inspection or, in general terms, about
any such actions. None of the Taxpayers been given notice of any administrative action arising
from their liability.
	 
	8.13	 	There are no ongoing administrative or court claims or appeals, nor has notice of any or the
intention of bringing such claims been received as regards tax returns, the payment or
non-payment of Taxes or, in general terms, regarding any other tax matter.
	 
	8.14	 	No charge, lien or attachment exists over the Taxpayers’ assets arising from any breaches (or
alleged breaches) in the filing of returns, settlement or payment of any Tax.
	 
	8.15	 	The Seller expressly guaranties that it will hold the Buyer harmless, under the terms and
conditions set forth in the Purchase and Sale Agreement, from any damages that may arise to
the Taxpayers as a





 









 











consequence of unfavorable firm rulings in litigation, claims and appeals of any kind
concerning tax matters whose cause lies before the Date of the Execution of the Purchase and
Sale Agreement.




	9.	 	ASPECTS CONCERNING EMPLOYMENT, SOCIAL SECURITY, OCCUPATIONAL HEALTH AND SAFETY AND PENSION
PLANS






	9.1	 	No pending employment claims exist against the Companies of the Matchmind Group concerning
social security matters or the prevention of occupational hazards, nor are such Companies or
the Seller aware of any facts or circumstances that might reasonably lead to an employment
dispute or claim affecting them regarding such matters, except as set forth in Appendix
13.2.
	 
	9.2	 	The Companies of the Matchmind Group have fulfilled all their social security obligations and
have paid all the contributions to Social Security System they are obliged to pay pursuant to
prevailing provisions and their payments of any kind of Social Security obligations are
up-to-date. The foregoing obligations have been settled pursuant to prevailing regulations.
	 
	9.3	 	The Companies of the Matchmind Group are up-to-date with the payment of salaries and any
other consideration agreed upon as regards their employees. They have duly fulfilled all the
obligations set forth in employment contracts, Collective Bargaining Agreements and prevailing
legislation.
	 
	9.4	 	The Companies of the Matchmind Group have duly complied with prevailing regulations on the
length of the working day, timetables and overtime.
	 
	9.5	 	The employees of the Companies of the Matchmind Group are professionally classified in
accordance with the functions that they actually perform and with any legislation that may
apply. Likewise, the employees of the Companies of the Matchmind Group have entered into the
kind of employment contracts which are required by prevailing legislation, and no such
contracts have been entered into that infringe the Law.
	 
	9.6	 	No applicable regulations on social security, occupational health and safety and the
prevention of occupational hazards have been breached by the Companies of the Matchmind Group.
There are no ongoing administrative investigations that may lead to penalties for such matters
being imposed.
	 
	9.7	 	Appendix 9.7 attached hereto contains a lit of the whole workforce of the Companies
of the Matchmind Group. Such list contains each employee’s gross annual earnings, seniority,
employment category, type of employment contract and social benefits in either cash or in
kind. The Companies of the Matchmind Group have no other employees other than those listed in
the aforementioned Appendix nor does any person exist who is entitled to or may claim the
existence of a work relationship for having provided services to the Companies of the
Matchmind Group.
	 
	9.8	 	As regards the workforce of the Companies of the Matchmind Group, the Seller hereby states
that:






	 	9.8.1	 	there are no outstanding payments for any item (including those arising from
overtime);
	 
	 	9.8.2	 	there are no workers’ or trade union representatives;





 









 






	 	9.8.3	 	all the obligations required by prevailing legislation as regards their
composition have been complied with; and
	 
	 	9.8.4	 	no worker is entitled to receiving compensation as a result of (i) a change of
controlling interest, the termination of an employment contract or dismissal, whatever
employment classification they may have, nor are there any golden handshake clauses of
any kind other than those set forth prevailing legislation; and/or (ii) post
contractual non-competition undertakings.






	9.9	 	All the foreign employees hired by the Companies of the Matchmind Group have a valid work
permit that is current pursuant to Spanish legislation, thereby allowing them to be legally
employed by the Companies of the Matchmind Group.
	 
	9.10	 	There are no agreements in employment contracts entered into by the Companies of the
Matchmind Group involving an increase in remuneration to come into effect after the Agreement
is entered into over and above prevailing legislation.
	 
	9.11	 	Apart from what is indicated in Appendix 9.11, the Companies of the Matchmind Group
have no obligations arising from retirement pensions, early retirement plans, profit sharing
schemes, insurance, health care, formal or informal bonuses or any other incentives and
compensation for employees or administrators, including stock options.
	 
	9.12	 	The Companies of the Matchmind Group have no outstanding obligations as regards former
employees.
	 
	9.13	 	The Companies of the Matchmind Group have executed employment contracts by fully complying
with the legal and regulatory requirements and in keeping with the purpose of the kind of
contract used in each specific case. The clauses on the temporary nature of temporary
employment contracts have been properly grounded pursuant to the regulations that may apply to
each kind of contract. Internship, training and part-time contracts have been executed and
performed by duly complying with the requirements on vocational training and internships.
	 
	9.14	 	The Companies of the Matchmind Group are not being provided or have been provided with
professional or business services, even from interns, that could by their contents ground
definitive administrative or court rulings that recognize employment rights for those
providing such services or that could give rise to claims being brought against the Companies
of the Matchmind Group on social security or salary matters.
	 
	9.15	 	All the contracting and subcontracting companies, along with Temporary Work Agencies from
whom the Companies of the Matchmind Group have contracted the performance of works or services
or have executed placement contracts have fulfilled their obligations pertaining to
employment, Social Security and prevention of occupational hazard matters. In this regard,
there are no facts in the relationship maintained with such contractors’ or subcontractors’
staff that could eventually give rise to the illegal assignment of workers.
	 
	9.16	 	The Companies of the Matchmind Group have complied with and are complying with any
regulations regarding contracting from Temporary Work Agencies and, more specifically, all the





 









 






placement contracts have been executed in the form, cases and circumstances authorized by
prevailing legislation.




	9.17	 	The Companies of the Matchmind Group have not been penalized for any breaches of employment
legislation.
	 
	9.18	 	No industrial disputes, strikes or protests affecting the Companies of the Matchmind Group
have taken place.






	10.	 	INDUSTRIAL PROPERTY RIGHTS






	10.1	 	All trade names, trademarks, patents, designs, domain names, copyrights, inventions,
know-how, commercial rights, confidential information and any other kind of industrial and
intellectual property rights (the “Intellectual and Industrial Property Rights”) used by the
Companies of the Matchmind Group belong to them and are duly registered in their name or they
are held in accordance with a valid instrument. Their use has not been the subject to a
permanent or temporary license or assignment belonging to any third party and no such rights
will expire before three months of this Agreement’s term have elapsed.
	 
	10.2	 	The Companies of the Matchmind Group are up-to-date with as regards any payments for any
licenses, registration or renewal fees connected with the Intellectual and Industrial Property
Rights. All the procedural steps required to ensure and protect any unregistered Intellectual
and Industrial Property Rights belonging to the Companies of the Matchmind Group have been
carefully followed.
	 
	10.3	 	The Companies of the Matchmind Group have not breached or are not breaching any Intellectual
and Industrial Property Rights belonging to third parties, nor are there any outstanding or
imminent claims in this regard.
	 
	10.4	 	As regards the software used during the ordinary course of business, the Companies of the
Matchmind Group possess the necessary authorizations and licenses to lawfully and validly use
such software products in the way and quantities with which they use them.






	11.	 	DATA PROTECTION






	11.1	 	The Companies of the Matchmind Group comply with all the regulations and applicable good
practices as regards personal data protection, particularly those concerning data
communications, orders for processing and security. They have conducted the necessary
inspections of their databases containing personal data and maintain suitable security
measures for such matters.
	 
	11.2	 	None of the Companies of the Matchmind Group have received any claims from people, nor have
they been served with summons or have been inspected by any public administration concerning
the processing of personal data or the fulfillment of such regulations.






	12.	 	THE ENVIRONMENT






	12.1	 	The Companies of the Matchmind Group comply with all prevailing regulations concerning the
environment and no environmental contingencies exist which, according to such regulations,
have





 









 






led to or may lead to any administrative, court or out-of-court proceedings that could
give rise to any kind of liability for such matters.




	12.2	 	The Companies of the Matchmind Group hold all the necessary environmental licenses, permits
and authorizations in order to perform their activities and have not received notices and are
not aware of any reason for which such licenses might be withdrawn, suspended, cancelled or
fail to be renewed.






	13.	 	COMPLIANCE WITH THE LAW AND LITIGATION






	13.1	 	The Companies of the Matchmind Group have performed their activities in compliance with any
of laws and regulations applicable in Spain, as well as in any other country in which they may
directly or indirectly be performing their business activities.
	 
	13.2	 	There are no ongoing, pending or potential lawsuits, actions, claims, disputes, court or
administrative proceedings, arbitration, written charges, complaints or investigations
affecting the Companies of the Matchmind Group, apart from those set forth in Appendix
13.2 attached hereto. The Companies of the Matchmind Group have no claims, nor are there
any circumstances which might give rise to such lawsuits, actions, claims, disputes, court or
administrative proceedings, arbitration, written charges, complaints or investigations which
might affect the Companies of the Matchmind Group.
	 
	13.3	 	The Companies of the Matchmind Group have not breached any ruling, sentence, court order,
arbitration award or any other court, administrative or arbitration ruling. They are likewise
not undergoing any inspection or investigation by any governmental, national or local
authority or administrative agency.






	14.	 	SUBSIDIES






	14.1	 	The Companies of the Matchmind Group have been the beneficiaries of the aid and subsidies
appearing on the list in Appendix 14.1 attached hereto.
	 
	14.2	 	The Companies of the Matchmind Group have fulfilled all the requirements, conditions and
objectives set forth in the resolutions awarding such subsidies and/or public aid.
	 
	14.3	 	The Companies of the Matchmind Group have no obligation to pay back any aid or subsidy
received by any person or entity.






	15.	 	EFFECT OF THE PURCHASE AND SALE OF THE SHARES






	15.1	 	The entering into and the performance of this Agreement or any document granted or signed in
connection with it:






	 	15.1.1	 	does not conflict with or give rise to a cause for early termination, constitute a
breach or require the consent of any third parties, or release such third parties from
their obligations or
grants them entitlement to cancel their obligations under any agreement, contract or
obligation to which the Companies of the Matchmind Group are a party;





 









 






	 	15.1.2	 	do not give rise to the administrative authorities of any tier of government imposing
obligations on the Companies of the Matchmind Group; or
	 
	 	15.1.3	 	will not cause the terms and conditions of any agreement entered into by the
Companies of the Matchmind Group to become less favorable for them.






	16.	 	INFORMATION AND ABSENCE OF FALSE STATEMENTS






	16.1	 	The information furnished to the Buyer by the Sellers and/or by the Companies of the
Matchmind Group concerning this Agreement, including its Annexes and Appendixes and these
Statements and Guaranties, does not contain any false and/or inaccurate statements and does
not omit any facts that should have been included or that are necessary so that the
Declarations and Guaranties are correct or do not lead to an error.






 












 





ANNEX 7.1




BUYER’S STATEMENTS AND GUARANTIES



The Buyer makes the statements and guaranties set forth below to the Seller:





	1.	 	BUYER’S CAPACITY
	 
	1.1	 	The Buyer has the full legal capacity to act and to enter into this Agreement and to fulfill
its obligations under it. Such capacity is not limited by any legal provisions, court
decisions, arbitration awards or agreements.
	 
	1.2	 	The Buyer has performed all the actions and has obtained all the authorizations, permits,
agreements or approvals necessary to enter into and perform this Agreement and to acquire the
ownership over the Shares. No further agreements, authorizations or permits for such a purpose
are required by the Buyer. The entering into and fulfillment of this Agreement by the Buyer
does not breach any rules, undertakings or agreement adopted or signed by it.




 









 











ANNEX 8.1




FORM OF PURCHASE AND SALE

AGREEMENT OF SHARES




in the company(ies)




[               ]




By and Between




Mr.                     




And




Ms.                    




as the Sellers




and




TELVENT OUTSOURCING, S.A.




as the Buyer




DLA Piper

Paseo de la Castellana, 35

28046 Madrid, Spain

Tel.: +34913191212

Fax: +34913191940




 









 





TABLE OF CONTENTS




	 	 	 
	CLAUSE

	 	PAGE






ANNEXES




 









 







This PURCHASE AND SALE AGREEMENT is entered into this                      in Madrid a BY AND BETWEEN:





	(A)	 	Mr.                    , of legal age, married under                     , domiciled in
                    , at                     , holder of National Identity Card number
                    , and acting on his own behalf.
	 
	(B)	 	Ms.                    , of legal age, married under                     , domiciled in
                    , at                     , holder of National Identity Card number
                    , and acting on his own behalf.




Mr.                      and Ms.                     shall hereinafter be referred to as the “Sellers.”




AND:





	(C)	 	TELVENT OUTSOURCING, S.A., a Spanish corporation with registered address in Seville at Calle
Tamarguillo, 29, registered in the Seville Companies Register in Volume 2,062, Folio 213,
General Section of the Companies Book, Sheet SE-20857, Entry 1, with Tax Identification Number
A-41696097 (hereinafter referred to as “Telvent” or as the “Buyer”) and duly represented by
Mr. José Ignacio del Barrio Gómez and Ms. Ana María Plaza Arregui in their capacity as the
company’s joint power of attorney holders.




The Sellers and the Buyer shall hereinafter be individually referred to as the “Party” or jointly
as the “Parties.”




RECITALS





	I.	 	Whereas, the Sellers are the owners of the shares in the Matchmind Group set forth in
Annex 1 attached hereto (hereinafter referred to as the “Shares”).The Matchmind Group
is comprised of the following companies:






	 	(a)	 	Matchmind Holding, S.L., a Spanish limited liability company incorporated on
July 7, 2004 by means of a public instrument executed before the Madrid Notary Public
Mr. José Luis Ruiz Abad with the number 2,201 of his protocol files and registered in
the Madrid Companies Register in Volume 20449, Folio 59, Section 8, Registration Sheet
M-361697 (hereinafter referred to as “Matchmind Holding”).
	 
	 	(b)	 	Matchmind, S.L., a Spanish limited liability company incorporated on December
31, 2001 by means of a public instrument executed before the Madrid Notary Public Mr.
José Luis Ruiz Abad with the number 6086 of his protocol files and registered in the
Madrid Companies Register in Volume 17,143, Folio 11, Section 8, Registration Sheet
M-293668 (hereinafter referred to as “Matchmind”).
	 
	 	(c)	 	Matchmind Ingeniería de Software, S.L., a Spanish limited liability company
incorporated on February 11, 2004 by means of a public instrument executed before the
Madrid Notary Public Mr. José Luis Ruiz Abad with the number 418 of his protocol files,
corrected by the same Notary Public on February 27 2004 and registered in the Ávila
Companies Register in Volume 109, Folio 63, Section 8, Registration Sheet AV-3497
(hereinafter referred to as “Matchmind Ingeniería”).




1









 






	 	 	 	Matchmind Holding, Matchmind and Matchmind Ingeniería shall hereinafter be jointly referred
to as the “Companies of the Matchmind Group” or the “Matchmind Group.”






	II.	 	Whereas, the Shares held by the Sellers in the Companies of the Matchmind Group are free from
any encumbrances, liens or third-party rights.
	 
	III.	 	Whereas, on September 25, 2007 the Sellers and the Buyer, among others, entered into a
framework agreement for the purchase of the Matchmind Group and its governance (hereinafter
referred to as the “Framework Agreement”), which was modified by means of an addendum dated
October 15, 2007, by virtue of which the following are to be governed:






	 	(a)	 	The way in which control over the Matchmind Group will be taken over by the
Buyer by purchasing from Mr. José Luis Galí Pérez and Mr. Manuel Galán Pérez
(hereinafter referred to as the “Selling Partners”) the shares they hold in Galian
2002, S.L. and GD 21, S.L., companies which jointly control 84% of Matchmind Holding
and 86% of Matchmind Ingeniería;
	 
	 	(b)	 	The corporate restructuring of the Matchmind Group, whose aim will be to ensure
that the Matchmind Group parent company’s capital will directly or indirectly have the
following structure of capital:





	 	 	 	 	 
	Partner	 	Percentage
	TELVENT
	 	 	58	%
	Management Team
	 	 	40	%
	Mr. José Luis Galí Pérez
	 	 	2	%
	Total
	 	 	100	%







	 	(c)	 	The terms and conditions under which the Buyer may acquire 100% of the
Matchmind Group’s capital by acquiring from Mr. José Luis Galí Pérez and the Management
Team comprised of Mr. Carlos Delgado Suárez, Carsa Consultores, Cardel Consultores, Ms.
Raquel Tuduri García, Mr. José Luis Molina Zamora, Ms. Margarita Fernández Gutiérrez,
Mr. Antonio Luis Gálvez Fernández, Mr. Marcos de Miguel Pagazaurtundua, Mr. José Luís
Rodríguez de Andrés, Mr. Miguel Larruscain Caballero, Mr. Francisco Javier Sotillos
Bermejo, Mr. Jorge Pereira Hernández, Mr. Ignacio Rubio Laseca, Mr. Javier Miguel
Fernández, Mr. José Ignacio de las Llanderas García, Mr. Mariano García Gutiérrez, Mr.
Francisco Javier Álvarez Merino, Mr. Iñigo Barrón Ibeas, Mr. Arón Ramson, Ms. Rosa
García González, Mr. Ramón Damián de Cózar Mena, Mr. Juan Solana, Mr. Enrique Serrano,
Mr. José Manuel Fernández de Oliva and Mr. José Carvajal Martínez (hereinafter referred
to as the “Management Team”) the direct and indirect shares they may hold in the
Matchmind Group; and
	 
	 	(c)	 	The governance of the Matchmind Group Companies and the relationships among
partners.






	IV.	 	Whereas, on October 22, 2007 and pursuant to the stipulations laid down in the Framework
Agreement, the Buyer and Sellers entered into a Promissory Purchase and Sale Agreement for the
Shares (hereinafter referred to as the “Promissory Agreement”) by virtue of which the Sellers





2









 





	 	 	irrevocably undertook to sell the Shares they may either directly or indirectly hold or come
to hold by virtue of any title in any of the Companies of the Matchmind Group free from any
encumbrances, liens or third-party rights to the Buyer, which irrevocably undertook to buy
them.
	 
	V.	 	Whereas, in fulfillment of the stipulations contained in the Promissory Agreement and subject
to the provisions set forth therein, the Sellers and the Buyer have entered into this Purchase
and Sale Agreement (hereinafter referred to as the “Agreement” or the “Purchase and Sale
Agreement”), as they have reached agreement on the terms and conditions under which the
purchase and share of the Shares should be executed, which shall be governed by the following:





TERMS AND CONDITIONS





	1.	 	PURCHASE AND SALE
	 
	1.1	 	Subject to the terms and conditions laid down herein, the Sellers sell the Shares to the
Buyer, who purchases them free from any encumbrances, liens and/or third-party rights through
the purchase price set forth in Clause 2 hereunder as consideration.
	 
	2.	 	PRICE AND MEANS OF PAYMENT
	 
	2.1	 	The price of the purchase and sale of the Shares (hereinafter referred to as the “Price”)
shall amount to                      Euros (€                      ), which has been calculated,
set and notice of which has been given by the Buyer to the Sellers pursuant to the provisions
set forth in Clauses 4 and 5 of the Promissory Agreement.
	 
	2.2	 	The Price is paid by the Buyer to the Sellers in this act by means of a wire transfer to bank
account number                      opened by the Sellers at                     . The Sellers
issue irrefutable receipt of payment to the Buyer in this act for the Price thus received.
	 
	3.	 	SELLERS’ OBLIGATIONS ON THE DATE OF EXECUTION
	 
	3.1	 	On the Date of Execution of this Agreement, the Sellers shall perform the following actions
or have them performed, as appropriate:






	 	3.1.1	 	The Sellers shall hand over to the Buyer a certification of the resolution(s)
taken by the General Partners’ Meeting(s) of                     authorizing the transfer
of Shares in favor of the Buyer and in which the other partners of                     
and the company(ies) itself/themselves waive exercising their preferential acquisition
rights.
	 
	 	3.1.2	 	The Sellers shall hand over the Buyer the share certificates justifying their
ownership of the Shares, so that they may be handed over to the Notary Public who shall
proceed to make this Agreement public and have the relevant “I have sold” stamped on
them.
	 
	 	3.1.3	 	The transfer of the Shares in favor of the Buyer shall duly be entered into
the Partner Registry of                     .
	 
	 	3.1.4	 	[other actions].




3









 












	4.	 	SELLERS’ STATEMENTS AND GUARANTIES
	 
	4.1	 	Annex 4.1 contains the Statements and Guaranties that the Sellers make to the Buyer
(hereinafter referred to as “Statements and Guaranties”) in connection with the Companies of
the Matchmind Group, their business, operations and assets. The Sellers hereby state that the
foregoing statements and guaranties are true, accurate and complete, without omitting any fact
or circumstance that may alter, restrict or condition their contents and scope.
	 
	4.2	 	The Statements and Guaranties concern the Companies of the Matchmind Group, their shares,
business, operations and assets. The Sellers do not make any statements other than the ones
expressly set forth in Annex 4.1.
	 
	4.3	 	As a general rule, the Statements and Guaranties shall be construed to refer to this
Agreement’s Date of Execution, unless express reference to another date is made.
	 
	4.4	 	The Buyer’s decision to purchase the Companies of the Matchmind Group for the Price and under
the other terms and conditions set forth herein is essentially based on the existence,
veracity, accuracy and integrity of the Statements and Guaranties made by the Sellers. As a
consequence of the foregoing, the Sellers shall be held liable by the Buyer for the veracity,
accuracy and integrity of the Statements and Guaranties under the terms set forth in Clauses 6
and 7.
	 
	5.	 	BUYER’S STATEMENTS AND GUARANTIES
	 
	5.1	 	Annex 5.1 contains the statements and guaranties the Buyer makes in favor of the
Sellers. The Buyer hereby states that the aforementioned statements and guaranties are true,
accurate and complete, without omitting any fact or circumstance that may alter, restrict or
condition their contents and scope.
	 
	5.2	 	As a general rule, the Buyer’s Statements and Guaranties shall be construed to refer to the
Date of Execution of this Agreement, unless express reference to another date is made.
	 
	6.	 	SCOPE AND NATURE OF THE SELLERS’ LIABILITY
	 
	6.1	 	The Sellers hereby undertake to compensate the Buyer for any effective damage the Buyer or
the Companies of the Matchmind Group may suffer as a result of:






	 	6.1.1	 	a breach, inaccuracy (including any inaccuracy caused by an omission) or
falsehood concerning any of the Statements and Guaranties;
	 
	 	6.1.2	 	a breach of any other obligations, undertakings or agreements set forth
herein; or
	 
	 	6.1.3	 	any hidden defects or contingencies that may appear in the Companies of the
Matchmind Group arising for the aforementioned actions or omissions prior to the
execution of this Agreement, apart from any that the Buyer may have effectively been
aware of in its capacity as a partner of the Companies of the Matchmind Group with
representation in their boards of directors.




4









 












	 	 	Any damages arising from any of the circumstances set forth in Clauses 6.1.1, 6.1.2 and
6.1.3 shall hereinafter be jointly referred to as
“Indemnifiable Damages.” For the
purposes of this Agreement, any kind of loss, damage, prejudice, charge, liability,
handicap, penalty, surcharge, interest or cost (including the cost and fees of lawyers,
procurators, notaries, auditors, accountants, experts and other kinds of professionals)
shall be construed as Indemnifiable Damages once the amounts for the items set out below
have been subtracted, as appropriate:






	 	(a)	 	Any amount charged by the Companies of the Matchmind Group to any insurance
company as compensation from insurance policies that are in effect taken out by the
aforementioned companies that insure the Indemnifiable Damages in question.
	 
	 	(b)	 	Any amount up to which the Indemnifiable Damages would have been covered by
insurance if the Buyer or the insured company had not reduced, for reasons imputable to
them and which the Sellers can thus prove, the scope and quantitative limits of the
coverage of the insurance policies of the Company of the Matchmind Group suffering the
Indemnifiable Damages after the Date of Execution of this Agreement.
	 
	 	(c)	 	The amount of any tax benefits the Companies of the Matchmind Group or the
Buyer may obtain in future years’ corporation tax as a consequence of the effective
deduction of the amount of the damages suffered or of the damages suffered by the
Buyer, or any other kind of tax benefit that may apply to any other kind of tax of the
Companies the Matchmind Group or the Buyer for the damages suffered by the Companies of
the Matchmind Group or the Buyer. For these purposes, the possible tax benefit shall be
calculated by taking into consideration the tax rate prevailing at the moment the event
came about.
	 
	 	(d)	 	Any allowances that the Companies of the Matchmind Group might have made to
cover the circumstance causing the Indemnifiable Damages in question and for the amount
of said allowances.






	6.2	 	The quantification of the compensation corresponding to each Indemnifiable Damages shall be
done on a Euro-for-Euro basis. The amount of compensation for each Indemnifiable Damages shall
be paid to the Buyer and shall, in any event, be construed as a reduction of the Price.
	 
	6.3	 	Should the Sellers pay out compensation for any kind of Indemnifiable Damages and the Buyer,
or the Companies of the Matchmind Group effectively recover the amount of the Indemnifiable
Damages thus paid by the Seller from a third party, the Buyer shall reimburse the Sellers for
the amount received from said third party up to the amount thus paid by the Sellers.
	 
	6.4	 	The Sellers shall not be held liable by the Buyer whenever the Indemnifiable Damages arise
from:






	 	6.4.1	 	Events subsequent to this Agreement’s Date of Execution, in so far as the
former are not a consequence of actions or omissions prior to the aforementioned date.
	 
	 	6.4.2	 	The lack of diligence by the Buyer or the Companies of the Matchmind Group in
the defense against a Third-Party Claim in accordance with the provisions set forth in
Clause 7.2.2 contained herein.




5









 






	 	6.4.3	 	Events or circumstances concerning which, having had a direct claim brought in
accordance with the Clause 7.2 and over which no agreement has been reached, the Buyer
has not gone to court within the deadline set forth in the aforementioned Clause or, in
the case of a Third-Party Claim, the Buyer has not initiated the proceedings set forth
in Clause 13.2 within six (6) months of having been given a negative response by the
Sellers pursuant to the provisions set forth in Clause 7.3.2.(a). Likewise, the lack of
Notice of Compensation or Notice of Third-Party Claim (as they are defined herein)
within the deadlines set forth in Clauses 7.2.1 and 7.3.1, in so far as they impede the
Sellers from exercising the their right to defend themselves from the Buyer or third
parties, shall exonerate the Sellers from their liability concerning the events that
could have given rise to the claim.
	 
	 	6.4.4	 	Facts that the Buyer would have effectively had knowledge about in its
capacity as a partner of the Companies of the Matchmind Group with representation on
their boards of directors.






	6.5	 	By virtue of this Agreement, the Sellers’ liability before the Buyer shall be configured and
limited as follows:






	 	6.5.1	 	As regards Indemifiable Damages arising from facts prior to the date on which
the Buyer takes a controlling interest in the Matchmind Group (by purchasing the
Selling Partners’ shares in Galian 2002 and in GD 21, S.L.):






	 	(a)	 	The members of the Management Team shall only be obliged to pay
compensation amounting to twenty-five per cent of the amount of the
Indemnifiable Damages.
	 
	 	(b)	 	Consequently, the Sellers shall solely be obliged to pay
compensation for the amount that may correspond to them based on the relative
weight of their Shares when compared to the shares controlled by the Management
Team in the Matchmind Group on the date the Indemnifiable Damages arise.






	 	6.5.2	 	As regards any Indemnifiable Damages arising from facts subsequent to the date
on which the Buyer takes a controlling interest in the Matchmind Group (in as far as
they are not a consequence of actions or omissions prior to such date):






	 	(a)	 	The members of the Management Team shall be obliged to pay
compensation amounting to a percentage of the Indemnifiable Damages equivalent
to their percentage shareholding in the Matchmind Group on the date the
Indemnifiable Damages arise.
	 
	 	(b)	 	The Sellers shall only be obliged to pay compensation to the
amount that would correspond to them based on the relative weight of their
Shares compared to the percentage of the Matchmind Group’s capital held by the
Management Team.






	 	6.5.3	 	The Sellers’ liability may not exceed the amount of the Price effectively paid
by the Buyer to the Sellers by virtue of this Agreement.






6











 






	 	6.5.4	 	The Sellers’ obligation to compensate the Buyer for any Indemnifiable Damages
shall not be effective until the accumulated total of the Indemnifiable Damages payable
to the Buyer exceeds the amount of TWENTY THOUSAND EUROS (€ 20,000).






	6.6	 	The Sellers’ liability set forth in this agreement shall come to an end twelve (12) months
after the Execution Date of this Agreement, except for any liabilities concerning tax,
employment, social security and data protection matters, which shall come to an end in keeping
with their corresponding statutes of limitations. For the purposes of greater clarity, the
Parties hereby state that notice of a claim for Indemnifiable Damages given by the Buyer
within the aforementioned statutes of limitations shall interrupt the statute of limitations
set forth for each case until the claim in question is definitively resolved, provided that
the Buyer has not initiated the proceedings set forth in Clause 13.2 within twelve (12) months
from the date the Sellers are given notice of a claim for Indemnifiable Damages.
	 
	6.7	 	The Seller’s liability shall be solely governed by the terms and conditions laid down herein,
expressly waiving the rights and actions set forth in the Civil Code (Código Civil), the
Commercial Code (Código Comercial) and in any law that may apply for these purposes as regards
the Sellers’ obligations arising from this Agreement and, in particular, the entitlement to
terminate this Agreement as set forth in Article 1,124 of the Civil Code, along with the
entitlement to claim redress for hidden faults and for warranty of title, which are hereby
waived through the Parties’ mutual agreement for the purposes set forth in Article 1,475,
paragraph three of the Civil Code.





7. CLAIMS PROCEDURE





	7.1	 	Sellers’ Representative. For the purposes of this Clause 7 and for the purposes of
any decision or statement that may correspond to the Sellers pursuant to the terms and
conditions set forth herein, the Sellers irrevocably appoint Mr. Carlos Delgado Suárez as
their representative. Hence, any decisions he may take before the Buyer shall be binding on
the Sellers, who shall undertake to fulfill and accept them.
	 
	7.2	 	Direct Claim. Should any Indemnifiable Damages come about not having their origin in
a third-party claim, the following procedure shall be observed:






	 	7.2.1	 	Within fifteen (15) days following the appearance of the Indemnifiable
Damages, the Buyer shall give the Sellers notice thereof pursuant to the provisions set
forth in Clause 7.1 above (hereinafter referred to as “Notice of Compensation”).
	 
	 	7.2.2	 	The Notice of Compensation shall include (i) a description of the
Indemnifiable Damages; (ii) their amount with a breakdown, if appropriate, of the
different elements making them up, as long as determining such an amount is possible;
(iii) the provision of the Agreement by virtue of which the Indemnifiable Damages
should be compensated; and (iv) any other information or documents upon which the Buyer
may ground its claim.
	 
	 	7.2.3	 	The Sellers may either accept or challenge the Notice of Compensation within
fifteen (15) days of being served such notice. Should the Sellers expressly or
implicitly accept it, they shall have to effectuate payment for the Indemnifiable
Damages claimed within five (5) days following the expiry of the deadline to challenge
the Notice of Compensation.




7









 












	 	7.2.4	 	Should the Sellers partially or wholly challenge the Notice of Compensation
within the deadline set forth in Clause 7.2.3 above, the Buyer may initiate the
procedure set forth in Clause 13.2 for all the items and amounts not accepted by the
Sellers within a maximum of twelve (12) months counting from the date of Notice of
Compensation.
	 
	 	7.2.5	 	Irrespective of the commencement of the aforementioned dispute resolution
procedure set forth in Clause 13.2, in the event of a partial acceptance, the Sellers
shall pay the Buyer the amount accepted of the Indemnifiable Damages within five (5)
days following the expiry of the deadline to challenge the Notice of Compensation.






	7.3	 	Claim arising from third-party claims. Whenever a third-party claim comes about
(including those dealing with tax, employment, social security and data protection matters)
that may lead to Indemnifiable Damages either through the courts or out of them (hereinafter
referred to as “Third-Party Claim”), the following procedure shall be followed:






	 	7.3.1	 	As soon the existence of the Third-Party Claim is known and, in any event,
within five (5) days following notice of the Third-Party Claim, the Buyer shall
transfer the Third-Party Claim to the Sellers pursuant to the provisions set forth in
Clause 7.1 above (hereinafter referred to as the “Notice of Claim”), furnishing them
with (i) a copy of the document containing the Third-Party Claim; (ii) the amount of
the claim, if known, with a breakdown, if appropriate, of the different elements making
it up; and (iii) the provision of the Agreement by virtue of which the Indemnifiable
Damages should be compensated.
	 
	 	7.3.2	 	Within five (5) days following the reception of the Notice of Claim, the
Sellers shall give the Buyer notice of their response.






	 	(a)	 	Negative Response. Should the Sellers’ response be (i) the
Sellers’ total or partial opposition to accepting the Indemnifiable Damages or
paying for the claim’s amount; (ii) to reject that the Third-Party Claim could
eventually lead to Indemnifiable Damages; or (iii) when the Sellers do not
respond to or ignore the Notice of Claim, or when the Sellers elusively or
ambiguously respond, or when the Sellers do not clearly give a positive response
of the ones set forth in section (b) hereunder, then the Buyer or the Matchmind
Group Companies in question may exercise the defense they may deem most suitable
against the Third-Party Claim, including reaching a settlement (through the
courts or out of them) or putting up a defense against the claim, without the
Sellers having any right to limit in any way whatsoever this entitlement of the
Buyer. Notwithstanding the above, the Buyer may not acquiesce to the Third-Party
claim without the Sellers’ express written consent, which may not be
unreasonably withheld. The defense by the Buyer or the Companies of the
Matchmind Group against the Third-Party Claim shall be construed to be without
prejudice to the Buyer’s right to initiate the procedure set forth in Clause
13.2 at any moment from the Seller’s response (express or through silence). The
Sellers, either directly or through the advisors the Sellers may appoint, shall
be entitled to be regularly informed about the course of the Third-Party Claim
in question.




8









 












	 	(b)	 	Positive Response. Should the Sellers’ response be to accept that
the Third-Party Claim may eventually lead to Indemnifiable Damages, then the
Sellers shall alternately include the following in their response:






	 	(i)	 	The Sellers taking on the right of defense
against the Third-Party Claim, assuming liability for the result of the
court or out-of-court defense proceedings and holding the Buyer totally
harmless within the limits set forth in Clause 6 contained herein. In
this case, the Sellers shall be entitled to exercise the defense they
may deem most suitable (with the exceptions set forth hereunder) against
the Third-Party Claim. All the costs, fees, guaranties and expenses that
may arise from the aforementioned defense proceedings (court or
out-of-court) shall be incurred by the Sellers, and they shall also be
held fully liable for the result of the Third-Party Claim, with the
limitations set forth in Clause 6. In any event, the Buyer, either
directly or by means of the advisors it may appoint, shall be given free
access to all the information and documents connected with the
Third-Party Claim..
	 
	 	 	 	As an exception to what has been set forth in the preceding paragraph,
any court or out-of-court settlements or acquiescing to the
Third-Party Claim shall, in any event, require the Buyer’s express
written consent, which may not be unreasonably withheld.
	 
	 	 	 	The Buyer, either directly or through the company affected by the
Third-Party Claim, shall furnish all the necessary information, so
that the Sellers may exercise their right to defend their interests.
The Buyer shall additionally provide the Sellers with the appropriate
cooperation, including the granting of powers of attorney in favor of
any lawyers and procurators of recognized prestige appointed by the
Sellers.
	 
	 	(ii)	 	Express indication in the instruction given to
the Buyer to accept the Third-Party Claim with the Sellers incurring its
full cost.






	 	 	 	In the suppositions contained in paragraphs (i) and (ii) above, the Sellers
shall pay the Buyer (in the manner and with the limitations set forth in
Clause 6 the amount that the Buyer or the affected Company shall have to pay
the third party within the five (5) days immediately preceding the date on
which the Buyer or the company in question shall have to pay said amount to
the third party.





8. MAKING THE AGREEMENT PUBLIC AND TAXES





	8.1	 	This Agreement shall be made public immediately after its execution by the Parties by the
Notary Public chosen for such a purpose by the Buyer. Any expenses arising from such shall be
incurred by the Parties according to Law.
	 
	8.2	 	Any taxes that may result from entering into and executing this Agreement and the operations
set forth herein shall be incurred by the Party as set forth by the Law.




9









 











9. NOTICES





	9.1	 	Any notices arising from this Agreement to be considered valid shall be served by facsimile
service between public bureaux (known in Spanish as burofax) or by any other written means
that would leave proof of reception and the contents thereof to the following addresses or any
other addresses of which either of the Parties may give the other notice.





	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	9.1.1	 	 	In the case of the Buyer:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	To the attention of	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Address:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Fax:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	E-mail:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	9.1.2	 	 	In the case of the Buyer:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	To the attention of Mr. José Ignacio del Barrio:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Address:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Fax:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	E-mail:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	With copy to Mr. Juan Picón García de Leániz:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Address:
	 	DLA PIPER	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Paseo de la Castellana, 35	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Madrid 28046	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Fax:
	 	91 319 19 40	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	E-mail:
	 	juan.picon@dlapiper.com	 	 






10. CONFIDENTIALITY





	10.1	 	Apart from the press releases dealing with this Agreement to be issued in accordance with the
regulations that may apply to either of the Parties, the Parties hereby agree to keep this
Agreement confidential, along with its purpose, terms and conditions and the documents and
information derived from it. Hence, the Parties may not disclose any of this Agreement’s
aspects to any individual other than their employees taking part in the transaction or whoever
may professionally take part in the Agreement in his/her capacity as a legal, accounting,
financial or other kind of expert, unless the Parties are required to disclose it by any
regulatory, inspection or supervisory body or the courts.




10









 












	10.2	 	The Parties shall notify their employees or advisors of the obligation of confidentiality
agreed upon hereby and make an effort to ensure they observe it.
	 
	10.3	 	In the case of press releases and commercial advertising or similar, on whatever media they
may be released, the Parties shall have to obtain prior written consent from the other
concerning their contents before issuing or broadcasting them.





11. ASSIGNMENT OF RIGHTS





	11.1	 	Neither Party may assign their rights and obligations pursuant to this Agreement or subrogate
its legal position, either wholly or partially, to a third party without the other party’s
prior express written consent.
	 
	11.2	 	The Buyer may wholly or partially assign its rights and obligations arising from this
Agreement or subrogate its contractual position to any companies forming part of the business
group whose parent company –as this term is defined in Article 4 of the Stock Market Law (Ley
del Mercado de Valores)– is Televent Git, S.A., as a guaranty for the Sellers, without any
requirement other than giving the other Party prior notice of such assignment or subrogation.
	 
	11.3	 	For the purposes of this Agreement, only those assignments or subrogations shall be valid in
which the assignee or the party to which the contractual position is subrogated expressly
accepts the terms and conditions of this Agreement and undertakes all the rights and
obligations arising thereof in replacement of the assignor or subrogator, in addition to
complying with the provisions set forth in Clauses 11.1 and 11.2 above.





12. GENERAL PROVISIONS





	12.1	 	No modifications to this Agreement, including those made to this Clause, shall be valid
unless they are in writing and signed by a duly authorized representative of each of the
Parties.
	 
	12.2	 	Any omission or delay in exercising any right or action set forth herein shall not constitute
a wavier of said right or action, or a waiver of any other rights or actions. Individually or
partially exercising any right or action shall not impede exercising the subsequent right or
action, or exercising any other right or action.






	12.3	 	Calculating the deadlines and periods set forth herein shall be done in the following manner:






	 	12.3.1	 	Those set forth in days to be calculated from a specific date shall exclude the
latter from the calculation and shall commence on the following day.
	 
	 	12.3.2	 	Should the periods and deadlines be set forth in months or years, they shall be
calculated from date to date. Whenever there is no equivalent to the initial date of
calculation in the month of expiry, it shall be construed that the period or deadline
expires on the last day of the month.
	 
	 	12.3.3	 	Except when otherwise indicated, calculating any deadlines and periods set forth in
days shall be construed to exclude holidays in Madrid, the capital of Spain.




11









 












	12.4	 	This Agreement constitutes the only complete Agreement between the Parties concerning its
purpose and it annuls and leaves without effect any other prior agreements dealing with the
same matter, except for the Promissory Agreement and the Framework Agreement.
	 
	12.5	 	Should any competent jurisdiction or arbitration tribunal declare any Clause in this
Agreement null and void, invalid or ineffective, the Parties hereby agree to negotiate in good
faith the modification of said Clause only in as far as it is necessary for the Agreement and
so that the said Clause is legal, valid and effective and in such a way so that it faithfully
reflects the Parties’ original intention. In any event, should any Clause in this Agreement be
null and void, invalid or ineffective, it shall not in any way affect the legality, validity
and effectiveness of the other Clauses contained in the Agreement.





13. GOVERNING LAW AND JURISDICTION





	13.1	 	This Agreement shall be governed by and interpreted in accordance with common Spanish
legislation.
	 
	13.2	 	The Parties hereby expressly waive any jurisdictional privileges they may enjoy and agree to
submit any disputes and disagreements that could arise concerning the interpretation,
fulfillment or performance of this Agreement to the jurisdiction of the courts of the city of
Madrid.




12









 










IN WITNESS WHEREOF, the parties have hereunto set there hand in the place and on the date first
mentioned above.




The Sellers




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Mr.

	 	 	 	 	 	Ms.	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	TELVENT OUTSOURCING, S.A.	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	p.p.	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Mr. José Ignacio del Barrio	 	 	 	Ms. Ana María Plaza Arregui	 	 







13











 





ANNEX A




     The following chart identifies the differences between the Draft of the Purchase and Sale
Agreement with respect to each Promissory Seller.



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	2-year Non-compete
	 	 	 	 	1-year Non-	 	2-year Non-	 	Clause w/ Payment
	 	 	 	 	compete	 	compete	 	of the Purchase Price
	Promissory Seller	 	Standard	 	Clause	 	Clause	 	into a Escrow
	Carlos Delgado Suárez
	 	 	 	 	 	 	 	ü
	Carsa Consultores
	 	 	 	 	 	ü	 	 
	Cardel Consultores
	 	 	 	 	 	ü	 	 
	Raquel Tuduri García
	 	 	 	 	 	 	 	ü
	José Luis Molina Zamora
	 	 	 	 	 	ü	 	 
	Margarita Fernández Gutiérrez
	 	 	 	 	 	ü	 	 
	Antonio Luis Gálvez Fernández
	 	 	 	 	 	ü	 	 
	Marcos de Miguel Pagazaurtundua
	 	 	 	 	 	ü	 	 
	José Luís Rodríguez de Andrés
	 	ü	 	 	 	 	 	 
	Miguel Larruscain Caballero
	 	 	 	ü	 	 	 	 
	Francisco Javier Sotillos Bermejo
	 	ü	 	 	 	 	 	 
	Jorge Pereira Hernández
	 	 	 	ü	 	 	 	 
	Ignacio Rubio Laseca
	 	 	 	ü	 	 	 	 
	Javier Miguel Fdez
	 	ü	 	 	 	 	 	 
	José Ignacio de las Llanderas García
	 	ü	 	 	 	 	 	 
	Mariano García Gutiérrez
	 	ü	 	 	 	 	 	 
	Francisco JavierÁlvarez Merino
	 	ü	 	 	 	 	 	 
	Iñigo Barrón Ibeas
	 	 	 	ü	 	 	 	 
	Arón Ramson
	 	 	 	ü	 	 	 	 
	Rosa García González
	 	ü	 	 	 	 	 	 
	Ramón Damián de Cózar Mena
	 	ü	 	 	 	 	 	 
	Juan Solana
	 	ü	 	 	 	 	 	 
	Enrique Serrano
	 	ü	 	 	 	 	 	 
	José Manuel Fernández de Oliva
	 	ü	 	 	 	 	 	 
	Enrique Sánchez
	 	 	 	 	 	ü	 	 
	José Carvajal Martínez
	 	ü	 	 	 	 	 	 





The Purchase and Sale Agreement includes the following non-competition provisions with respect to each Promissory Seller.




	 	 	 
	   .

	 	NON-COMPETITION UNDERTAKING






	 	 	 
	   .1

	 	The Seller hereby recognizes that the non-competition
obligation set forth in this Clause is necessary to
ensure the continuity of the Matchmind Group’s
business and that irreparable damages would be caused
to it should the Seller compete with the Matchmind
Group within the scope of its business activities.
Hence, due to the activities performed by the
Matchmind Group, the Seller hereby recognizes that a
legitimate interest in both commercial and industrial
terms exists to regulate this non-competition
agreement and recognize that the constraints arising
from this agreement are appropriate and reasonable.
The Seller likewise recognizes and accepts that this
non-competition agreement is essential and has been a
determining factor for the Buyer entering into this
Agreement.
	 
	 	 





 













 




	 	 	 
	   .2

	 	Without prejudice to the non-competition provisions
undertaking taken on by each and every member of the
Management Team by virtue of the commercial,
employment and top-management contracts, the Seller,
as a partner of the Matchmind Group, hereby undertakes
not to compete with it for a period of [___] (___)
year(s) following the date on which he/she ceases to
be a partner of the Matchmind Group (hereinafter
referred to as the “Non-competition Period”).
Consequently, he/she likewise undertakes not to
compete with the Matchmind Group while he/she remains
a direct or indirect partner of the Matchmind Group.
During the Non-competition Period, the Seller shall
not individually or collectively perform any actions,
either directly or indirectly, within the Matchmind
Group’s sector of activity. In particular, but not
limited to, the Seller shall not by himself/herself or
through any company in which he/she may hold a stake,
be related to or advised by him/her (i) initiate, hold
a direct or indirect stake in or dedicate
himself/herself to any activity that may compete with
the Matchmind group; (ii) provide advice to or
establish any kind of collaboration with people or
organizations that could in any way compete with the
Matchmind Group’s activities; (iii) disclose
information concerning the Matchmind Group’s
activities to any third parties; and (iv) promote the
transfer of personnel of to the Companies in the
Matchmind Group to other companies in which the Seller
may hold a direct or indirect stake.
	 
	 	 
	   .3

	 	For purposes of this Clause, the Matchmind Group’s
sector of activity shall be construed as the
activities resulting from the corporate purpose of the
companies comprising the Matchmind Group, as well as
any amendments made to such corporate purposes that
may be agreed upon in the future.
	 
	 	 
	   .4

	 	The non-competition obligation shall apply to Spain
and to all the markets in which the Companies of the
Matchmind Group and any future subsidiaries thereof
may operate at any time, and it shall remain in force
during the time the Seller continues being a direct or
indirect partner of the Matchmind Group and during the
Non-competition Period.
	 
	 	 
	   .5

	 	During the Non-competition Period, the Seller shall
not join any newly set up companies or organizations
that operate within the Matchmind Group’s sector of
activity, nor shall he/she hold a direct or indirect
stake in or dedicate himself/herself to






 









 





	 	 	 
	 

	 	any new or already existing activity, company or organization that could
compete with the Companies of the Matchmind Group in the provision of services
connected with information technology in the areas comprising the provision of
business and processes consulting services, technology consulting services, the
integration of systems and applications, the development and maintenance of
applications and outsourcing services (hereinafter, the “Essential Activity”),
nor shall he/she provide advice to or establish any kind of collaboration with
people or organizations that could in any way compete with the Matchmind
Group’s Essential Activity.
	 
	 	 
	   .6

	 	The non-competition undertaking governed by this
Clause shall be construed to have automatically
finalized or shall not enter into effect should the
parties so decide by mutual agreement due to
justified family reasons or should the Seller’s Exit
from the Matchmind Group (such as the term is defined
in the Promissory Agreement) come about as a result
of: (i) the voluntary termination by any of the
Companies of the Matchmind Group or by the Buyer of
the commercial relationship linking it to the Seller;
(ii) the termination by the Seller of the commercial
relationship linking him/her to any of the Companies
of the Matchmind Group or to the Buyer for reasons
imputable to any of the Companies of the Matchmind
Group or to the Buyer; (iii) a dismissal ruled to
have been unfair or null and void; (iv) the
termination of the Seller’s employment contract upon
the Seller’s request as a result of the causes set
forth in Article 50 of the Workers’ Statute (Estatuto
de los Trabajadores) whenever a firm ruling states
such termination should proceed; (v) collective
dismissal; or (vi) the termination of the Promissory
Seller’s employment contract for reasons of force
majeur.
	 
	 	 
	   .7

	 	The Seller shall pay the Buyer a penalty amounting to ONE MILLION EUROS (€ 1,000,000) should
the Seller breach any of the obligations set forth in this Clause. The payment by the Seller
of the aforementioned penalty, should it come about, shall not impede the Buyer from claiming
compensation for any damages suffered and the payment of any interest that may arise from the
breach in question. The Seller may not discharge himself/herself from fulfilling the
non-competition obligation set forth in this Clause by paying the penalty set forth herein and
the Buyer may demand the fulfillment of such an obligation jointly with the payment of the penalty.





The Purchase and Sale Agreement, with respect to certain Promissory Sellers, also includes the following provisions concerning payment of the purchase price placed in escrow.




	 	 	 
	   .

	 	UNAVAILABLE DEPOSIT






	 	 	 
	   .1

	 	In order to guaranty the members of the Management Team’s
liability before the Buyer by virtue of the Promissory
Agreement (as well as by virtue of all the other promissory
purchase and sale agreements for shares in the Matchmind
Group entered into by the Buyer and the members of the
Management Team) and of the Purchase and Sale Agreements
entered into in order to perform the Promissory Agreement
between the Seller and the Buyer (as well as by virtue of all
the other purchase and sale agreements entered into or to be
entered into by the Buyer and the members of the Management
Team in order to perform the promissory purchase and sale
agreements for shares in the Matchmind Group), the Seller
shall, simultaneously to the execution of this Agreement,






 









 





	 	 	 
	 

	 	set up an unavailable deposit in accordance with the sample set forth in Annex
7.1 attached hereto for an amount equivalent to five percent (5%) of the Price,
that is to say for the amount of [           ] EUROS (€ [           ]).
	 
	 	 
	   .2

	 	Should the members of the Management Team become
liable before the Buyer by virtue of the stipulations
set forth in the Promissory Agreement (as well as
those set forth in the other promissory purchase and
sale agreements for shares in the Matchmind Group
entered into by the Buyer and the members of the
Management Team) and those set forth in this
Agreement (as well as those set forth in the other
purchase and sale agreements entered into or to be
entered into in order to perform the promissory
agreements for the purchase and sale of shares in the
Matchmind Group), the Seller shall, once he/she has
been fully compensated for the total amount that may
correspond to him through the release in his favor of
funds from the unavailable deposit, cede in favor of
the Buyer any rights and legal actions that may
correspond to him to be shared out against the
members of the Management Team who may have been
responsible for the damages caused to the Buyer. In
any event, the latter shall undertake not prejudice
such rights and actions.