exv10w32



 




Exhibit 10.32



EXECUTION COPY




DATE            MARCH 2007




 






SHARE PURCHASE AGREEMENT

 






relating to the sale and purchase of the entire issued share




capital of Martin Audio Limited




KIRKLAND & ELLIS INTERNATIONAL LLP




30 St. Mary Axe

London EC3A 8AF

Tel: +44 (0)20 7469 2000

Fax: +44 (0)20 7469 2001

www.kirkland.com




 









 





EXECUTION COPY





CONTENTS




	 	 	 	 	 
	1. Definitions, interpretation and third party rights
	 	 	1	 
	2. Conditions
	 	 	10	 
	3. Sale and purchase
	 	 	11	 
	4. Purchase Price
	 	 	12	 
	5. Completion
	 	 	13	 
	6. Period before Completion
	 	 	15	 
	7. Closing Statement and Payment of Balancing Amount
	 	 	18	 
	8. Guarantee
	 	 	19	 
	9. Warranties
	 	 	21	 
	10. Release by Vendors
	 	 	23	 
	11. Matters following Completion and Restrictions
	 	 	23	 
	12. Pensions
	 	 	26	 
	13. Taxation
	 	 	26	 
	14. Announcements
	 	 	26	 
	15. Assignment
	 	 	27	 
	16. General
	 	 	27	 
	17. Notices
	 	 	30	 
	18. Governing law and jurisdiction
	 	 	32	 
	SCHEDULE 1 TITLE
	 	 	 	 
	PART 1 – THE VENDORS
	 	 	 	 
	PART 2 – THE OPTIONHOLDERS
	 	 	 	 
	SCHEDULE 2 THE COMPANY
	 	 	 	 
	SCHEDULE 3 THE SUBSIDIARY
	 	 	 	 
	SCHEDULE 4 COMPLETION OBLIGATIONS OF THE VENDORS
	 	 	 	 






i









 






	 	 	 	 	 
	SCHEDULE 5 WARRANTIES
	 	 	 	 
	SCHEDULE 6 LIMITATIONS ON LIABILITY
	 	 	 	 
	SCHEDULE 7 PROPERTIES
	 	 	 	 
	SCHEDULE 8 PENSIONS
	 	 	 	 
	SCHEDULE 9 INTELLECTUAL PROPERTY
	 	 	 	 
	SCHEDULE 10 TAX COVENANT
	 	 	 	 
	SCHEDULE 11 CLOSING STATEMENT
	 	 	 	 







ii









 




EXECUTION COPY






PARTIES





	(1)	 	THE PERSONS whose names and addresses are set out in Part 1 of Schedule 1 (“the Vendors”);
	 
	(2)	 	THE PERSONS whose names and addresses are set out in Part 2 of Schedule 1 (collectively the
“Optionholders” and severally an “Optionholder”);
	 
	(3)	 	GRACE ACQUISITIONCO LIMITED whose registered office is c/o 30 St Mary Axe, London, EC3A 8AF
(registered with company number 06078534) (“the Purchaser”);
	 
	(4)	 	LOUD TECHNOLOGIES INC., whose registered office is 16220 Wood Red Road NE Woodinville, WA
98072, USA (the “Guarantor”).





INTRODUCTION





	(A)	 	The Company is a private company limited by shares. Details of the Company are set out in
Schedule 2.
	 
	(B)	 	The Vendors have agreed to sell and the Purchaser has agreed to buy the Shares on the terms
and subject to the conditions of this Agreement.
	 
	(C)	 	The Optionholders are (or will be immediately upon execution and exchange of this Agreement)
entitled to exercise options to subscribe for shares in the Company and have agreed to
exercise such options and sell the shares arising upon such exercise, and the Purchaser has
agreed to purchase the same, on the terms and subject to the conditions of this Agreement.
	 
	(D)	 	The Guarantor has agreed to guarantee certain obligations imposed on the Purchaser under this
Agreement.





AGREEMENT





	1.	 	Definitions, interpretation and third party rights






	1.1	 	The Introduction and Schedules form part of this Agreement and have the same force and effect
as if set out in the body of this Agreement. Any reference to this Agreement includes the
Introduction and Schedules.






	1.2	 	In this Agreement, the following words and expressions have the following meanings:
	 
	 	 	the Accounts: the audited accounts of the Company and the Subsidiary for the accounting
reference period which ended on the Accounts Date (comprising in each case a balance sheet
and profit and loss account, notes and directors’ and auditors’ reports);
	 
	 	 	the Accounts Date: 30 June 2006;
	 
	 	 	the Actual Cash: the Cash, as determined in the Closing Statement;
	 
	 	 	the Actual Debt: the Debt, as determined in the Closing Statement;




 









 






	 	 	the Agreed Form: the form agreed between and signed by or on behalf of the Vendors and the
Purchaser;
	 
	 	 	the Applicable Rate: the base rate of the Bank of England in force from time to time;
	 
	 	 	Balancing Amount: shall have the meaning given to it in paragraph 4 of Part I of Schedule
11;
	 
	 	 	Business Day: any day other than a Saturday, Sunday or any other day which is a public
holiday in England and/or Florida;
	 
	 	 	CAA 2001: Capital Allowances Act 2001;
	 
	 	 	Cash: means the Group’s consolidated cash at bank and in hand at the close of business on
the day prior to the Completion Date including for the avoidance of doubt the subscription
price payable on exercise of the Options which will be paid by the Purchaser to the Company
on behalf of the Optionholders in accordance with clause 3.3;
	 
	 	 	the China Trademark Dispute: the existing dispute with a Chinese company trading under the
name of “Martin Brother” as referred to in paragraph 6.4 of the Disclosure Letter;
	 
	 	 	the Closing Statement: shall have the meaning given in Schedule 11;
	 
	 	 	the Company: Martin Audio Limited (registered in England and Wales with company number
4824341), details of which are set out at Schedule 2;
	 
	 	 	the Companies Acts: the Companies Act 1985, the Companies Consolidation (Consequential
Provisions) Act 1985, the Companies Act 1989 and Part V of the Criminal Justice Act 1993;
	 
	 	 	Completion: completion of the sale and purchase of the Shares in accordance with this
Agreement;
	 
	 	 	the Completion Date: not later than the third Business Day following the date on which the
conditions specified in Clause 2 are (or the last of them is) satisfied or waived, or
alternatively if agreed by mutual consent 30 March 2007;
	 
	 	 	the Consideration: means the amount determined in accordance with Clause 4.1 and includes
the amount payable pursuant to redeeming the ISIS Loan Notes;
	 
	 	 	Confidential Information: means all information belonging to the Company and the Subsidiary
which is not publicly available (other than where such information is publicly available as
a result of a breach by the Vendors of any confidentiality obligations with respect thereto)
and which is used in or which otherwise relates to the business of the Company and the
Subsidiary, the customers or financial or other affairs of the Company and the Subsidiary,
existing in whatever form;
	 
	 	 	Debt: means as at the close of business on the day prior to the Completion Date the Group’s
consolidated liabilities in respect of (without double counting):




2









 












	 	(a)	 	all borrowings and other indebtedness of the Group by way of bank loans,
overdrafts, acceptance credit or similar facilities;
	 
	 	(b)	 	finance leases;
	 
	 	(c)	 	amounts outstanding under accounts receivable factoring or discounting finance
arrangements;
	 
	 	(d)	 	pension liabilities, retirement indemnities and other post-retirement benefits
(including full provision in respect of the balance of any funding deficit in relation
to any such pension scheme calculated in accordance with UK GAAP (as defined in
Schedule 11 and provision for any unfunded retirement benefits as at Completion) other
than the Pension Control account included within Net Working Capital;
	 
	 	(e)	 	all break fees, prepayment fees or other costs, expenses or penalties related
to or arising as a result of the termination or prepayment of any facilities referred
to in paragraph (a) above at Completion;
	 
	 	(f)	 	the total redemption amount (including all break fees, prepayment fees or other
costs, expenses or penalties related to or arising as a result of the termination or
prepayment) of all shareholder loans;
	 
	 	(g)	 	other than in respect of the Group’s existing Customs & Excise bond or the
current TGI Plc Property Lease Guarantee arrangements (both as set out in the
Disclosure Letter), performance bonds, letters of credit, bank guarantees and
guarantees given by a third party in respect of the obligations of the Group and any
counter-indemnity obligation in respect thereto;
	 
	 	(h)	 	all interest accrued on any or all of the borrowings detailed in (a) to (f)
above;
	 
	 	(i)	 	any cost or bonus (including payroll taxes and any national insurance or social
security contributions) payable by the Group specifically in connection with the
transactions contemplated by this Agreement and any outstanding unpaid fees relating to
advisers engaged on behalf of the Vendors, rather than on normal course Group matters,
solely in connection with the transactions contemplated by this Agreement but for the
avoidance of doubt any accrual or creditor required in relation to the work of KPMG and
Pitmans on the Group’s EMI option scheme up to a maximum of £10,000 shall be included
within Net Working Capital;
	 
	 	(j)	 	all amounts classified as creditors that are due in more than one year under UK
GAAP, it being agreed that judgemental provisions and deferred tax will be specifically
excluded from this category;
	 
	 	(k)	 	all indebtedness for the deferred purchase price of real estate property or
fixed assets or specific services that have been received by the Group as of Completion
with respect to which a Group Company is liable under a contractual agreement,
contingently or otherwise as obligor or otherwise (excluding the legal actions up to a
maximum of £75,000 in relation to the China Trademark Dispute whether an accrual is
needed or not in Net Working




3









 






	 	 	 	Capital and excluding trade payables or other liabilities incurred in the ordinary
and usual course of business) provided that, if the obligation to make a future
payment is contingent on the occurrence of future events, a liability shall only be
recognized where such liability should properly be accrued for under UK GAAP (as
defined in Schedule 11;
	 
	 	(l)	 	all obligations of the Group secured by a lien (other than current liabilities
incurred in the ordinary and usual course of business which are not past due and which
are included in the Net Working Capital);
	 
	 	(m)	 	the cost to the Group of all redundancy, dismissal and other restructuring
costs (including obligations to contribute to government or other social plan funds) in
respect of employees of the Group who have been made redundant or dismissed on or prior
to Completion (except for the avoidance of doubt, pursuant to a decision taken by the
Purchaser on Completion or where such dismissal has occurred in the ordinary course of
business and is either accrued for in Net Working Capital or has been paid by the Group
prior to Completion);
	 
	 	(n)	 	any employee compensation which is payable by the Group more than 12 months
after being earned to the extent that such compensation relates to the period prior to
Completion;
	 
	 	(o)	 	the cost to the Group of any bonus or other employee compensation (including
payroll taxes and any national insurance or social security contributions) to be paid
by the Group after Completion to the extent that it relates to a period prior to
Completion;
	 
	 	(p)	 	corporation tax payable by any Group Company as calculated in accordance with
the specific policies set out in schedule 11 (i) in respect of or arising from any
transaction effected or deemed to have been effected before Completion or (ii) by
reference to any profits earned, accrued or received before Completion, but excluding
any increased corporation tax liability which has been crystallised solely as a result
of an adjustment to the Group’s current accounting policies made by the Purchaser
following its due diligence;






all the above as determined in accordance with the provisions of Schedule 11;




Deferred Shares: the 37,280 deferred shares of 10 pence each in the capital of the Company
referred to in clause 3.6;




the Disclosure Letter: the letter dated the date of this Agreement from the Management
Warrantors to the Purchaser making certain disclosures against the Warranties and as updated
from time to time in accordance with the terms of this Agreement and produced in the Agreed
Form immediately prior to the date of Completion;




the Escrow Account: the deposit account at National Westminster Bank plc, Market Place,
Reading branch in the name of the Vendor’s solicitors;



4









 







the Escrow Account Instruction Letter: means the letter in the Agreed Form which shall be
dated as at the Completion Date made by and among the Vendors’ solicitors the Purchaser and
National Westminster Bank plc;




the Escrow Agreement: the agreement governing the Escrow Account in relation to the
Balancing Payment;




the Estimated Cash: means the estimate of the Cash, to be provided in accordance with Clause
4;




the Estimated Debt: means the estimate of the Debt, to be provided in accordance with Clause
4;




the Estimated Purchase Price: shall have the meaning as set out in Clause 4;




the Estimated Working Capital: means the estimate of the Net Working Capital as at close of
business on the Completion Date;




the Executives: means David Norman Bissett-Powell; Anthony James Taylor, Robert Beau Grant
Lingfield, William Trenfield Webb, Anthony Henry Allen and Paul Ryder;




the Existing Finance Arrangements: means all monies outstanding under the credit agreement
dated 13 August 2003 between the Company and National Westminster Bank Plc and all monies
outstanding from time to time under an overdraft made available by The Royal Bank of
Scotland Plc (acting as agent of National Westminster Bank Plc) on 6 July 2005;




the Final Purchase Price: shall have the meaning given to it in Clause 4.1;




the Group: means the Company and the Subsidiary;




Group Company: in relation to any company, any body corporate which is from time to time a
holding company of that company, a subsidiary of that company or a subsidiary of a holding
company of that company;




Institutional Seller: each of Baronsmead VCT Plc, Baronsmead VCT 2 Plc, Baronsmead VCT 3 Plc
and Baronsmead VCT 4 Plc or any of them, and Institutional Sellers shall be construed
accordingly;




Intellectual Property: patents, utility models, registered designs, design right, copyright,
database right, trade marks, service marks, trade or business names, domain names, logos,
get-up or trade dress, inventions or secret processes, formulae, know-how and all rights or
forms of protection of a similar nature or effect subsisting anywhere in the world,
including applications or registrations for any such right;




the Loan Notes: means the outstanding loan notes at the date of this Agreement created
pursuant to the “A” loan stock instrument dated 13 August 2003 between the Company and ISIS
EP LLP;




the Long Stop Date: has the meaning given to it in clause 2.2;



5









 







the Management Accounts: the unaudited accounts of the Company and the Subsidiary for the 6
month period from the Accounts Date to 31 December 2006 comprising a balance sheet and
profit and loss account), a copy of each of which is annexed to the Disclosure Letter;




the Net Working Capital: as at the close of business on the day prior to the Completion Date
and determined in accordance with the Closing Statement and the provisions of Schedule 11,
the aggregate GBP value of the Company stock (net of applicable reserves) plus prepayments,
plus trade debtors (net of applicable reserves), plus sundry debtors, plus VAT, less trade
creditors (including outstanding cheques to the extent not otherwise reflected within Cash
in the Group’s financial statements), less accruals, less other taxes/social security
obligations, less the Pension Control account and less the Tannoy NA creditor. For the
avoidance of doubt, the Net Working Capital shall exclude Cash, any intercompany assets or
liabilities, deferred tax, any corporation taxes payable, all amounts that are classified as
creditors that are due in more than one year under UK GAAP (as defined in Schedule 11) and
all accruals, provisions and liabilities specifically included within the definition of Debt
and shall be prepared for the Group on a consolidated basis.




the Management Warrantors: David Norman Bissett-Powell, Anthony James Taylor, Robert Beau
Grant Lingfield, William Trenfield Webb, Anthony Henry Allen and Paul Ryder;




Options: all the options to subscribe for shares in the capital of the Company granted by
the Company to the Optionholders as listed in Part II of Schedule 1;




Option Shares: the shares in the capital of the Company to be issued on exercise of the
Options;




the Ordinary Shares: the 240,200 A ordinary shares of 10 pence each (as subsequently
adjusted by the conversion of 37,280 A Ordinary Shares into 37,280 Deferred Shares as
referred to in clause 3.6) and the 260,320 ordinary shares of 10 pence each in the capital
of the Company;




the Parties: the parties to this Agreement;




the Preferences Shares: the 100 preferences shares of 10 pence each in the capital of the
Company;




Previously owned Land and Buildings: any land and buildings that have at any time before the
date of this Agreement been owned (under whatever tenure) and/or occupied and/or used by the
Company or its subsidiary but which are either:-




	 	(a)	 	no longer owned, occupied or used by the Company or its subsidiary; or
	 
	 	(b)	 	are owned, occupied or used by one of them but pursuant to a different lease,
licence, transfer or conveyance.






the Properties: the leasehold properties of the Company and the Subsidiary, details of which
are given in Schedule 7;




the Reporting Accountants: shall have the meaning set out in Schedule 11;



6









 







the Restricted Territories: means Canada, China, the Member States of the European Union,
Mexico, Singapore, South America, Russia, Turkey and the United States of America, and any
other country in which the Company or the Subsidiary carries on business at Completion;




the Service Agreements: the service agreements proposed to be entered into between the
Company and the Executives being in the Agreed Form marked “AI” to “A6”;




the Shares: the Preference Shares and Ordinary Shares comprising the entire issued share
capital of the Company and referred to in item 8 of Schedule 2;




the Subsidiary: Martin Audio Distribution Limited (registered in England and Wales with
company number 1046114), details of which are set out at Schedule 3;




Supplemental Disclosure Letter: the letter from the Management Warrantors to the Purchaser
delivered on or prior to Completion and described as the supplemental disclosure letter,
including any supplemental documents attached to it;




Taxation: has the meaning attributed to it in Schedule 10;




Tax Claim: means a claim under the Tax Covenant or Tax Warranties;




the Tax Covenant: the covenant contained in Schedule 10;




Tax Warranties: mean the warranties in paragraph 21 of Schedule 5 to this agreement;




Taxes Act 1988: Income and Corporation Taxes Act 1988;




TCGA 1992: Taxation of Chargeable Gains Act 1992;




a third party: any person other than the Parties;




VATA 1994: Value Added Tax Act 1994;




Vendors’ Solicitor’s Account: the client account of Pitmans with National Westminster Bank
at 13 Market Place, Reading, sort code: 60-17-21, account number 00013773, account name
Pitmans Client account;




the Vendor Warranties: the vendor warranties set out in Part B of Schedule 5;




the Warranties: the warranties set out in Schedule 5 which for the avoidance of doubt
include the Vendor Warranties;




Working Hours: means the hours of 9.00 a.m. to 5.00 p.m., local time, Monday to Friday
inclusive on any Business Day in the place in question.




	1.3	 	In this Agreement (unless the context requires otherwise):






	 	1.3.1	 	words and expressions which are defined in the Companies Acts have the same
meanings as are given to them in the Companies Acts;




7









 






	 	1.3.2	 	any question as to whether a person is connected with any other person shall
be determined in accordance with the provisions of Taxes Act 1988 section 839 and a
reference to an “associate” is to a person who is an associate of another within the
meaning of Taxes Act 1988 section 417;
	 
	 	1.3.3	 	any reference to a statute, statutory provision or subordinate legislation
(“legislation”) shall be construed as referring to:






	 	1.3.3.1	 	such legislation as amended and in force from time to time and to any
legislation which (either with or without modification) re-enacts, consolidates
or enacts in rewritten form any such legislation; and
	 
	 	1.3.3.2	 	any former legislation which it re-enacts, consolidates or enacts in
rewritten form






	 	 	 	provided that in the case of those matters which fall within Clause 1.3.3.1 above,
as between the Parties, no such amendment or modification shall apply for the
purposes of this Agreement to the extent that it would impose any new or extended
obligation, liability or restriction on, or otherwise adversely affect the rights
of, any Party;
	 
	 	1.3.4	 	any reference to an SSAP is to a Statement of Standard Accounting Practice
adopted by the Accounting Standards Board and shall be construed as including a
reference to:






	 	1.3.4.1	 	any Financial Reporting Standard issued by the Accounting Standards Board to
amend, withdraw or supersede such SSAP and any reference to an FRS is to a
Financial Reporting Standard issued by the Accounting Standards Board; and
	 
	 	1.3.4.2	 	any Urgent Issues Task Force abstracts issued by the Accounting Standards
Board to advise on and clarify the interpretation of SSAPs and FRSs and any
reference to an UITF abstract is to an Urgent Issues Task Force abstract issued
by the Accounting Standards Board;






	 	1.3.5	 	any reference to an IFRS is to an International Financial Reporting Standard
issued by the International Accounting Standards Board;
	 
	 	1.3.6	 	any gender includes a reference to the other genders;
	 
	 	1.3.7	 	any reference to a “company” shall be construed so as to include any company,
corporation or other body corporate, wherever and however incorporated or established;
	 
	 	1.3.8	 	any reference to a “person” includes a natural person, partnership, company,
body corporate, association, organisation, government, state, foundation and trust (in
each case whether or not having separate legal personality);
	 
	 	1.3.9	 	any reference to the Introduction, a Clause or Schedule is to the
Introduction, a Clause or Schedule (as the case may be) of or to this Agreement;




8









 






	 	1.3.10	 	any reference to any other document is a reference to that other document as amended,
varied, supplemented, or novated (in each case, other than in breach of the provisions
of this Agreement) at any time;
	 
	 	1.3.11	 	“directly or indirectly” means either alone or jointly with any other person and
whether on his own account or in partnership with another or others or as the holder of
any interest in or as officer, employee or agent of or consultant to any other person;
	 
	 	1.3.12	 	any phrase introduced by the terms “including”, “include”, “in particular” or any
similar expression shall be construed as illustrative and shall not limit the sense of
the words preceding those terms;
	 
	 	1.3.13	 	any reference to something being “in writing” or “written” shall include a reference
to that thing being produced by any legible and non-transitory substitute for writing
(including in electronic form) or partly in one manner and partly in another;
	 
	 	1.3.14	 	references to time of the day are (save where otherwise stated) to London time;
	 
	 	1.3.15	 	where it is necessary to determine whether a monetary limit or threshold set out in
this Agreement has been reached or exceeded (as the case may be) and the value of the
relevant claim or any of the relevant claims is expressed in a currency other than
pounds sterling, the value of each such claim shall be translated into pounds sterling
at the prevailing exchange rate applicable to that amount of that non-sterling currency
by reference to middlemarket rates quoted by Barclays Bank plc immediately before close
of business in London on the date of receipt by the relevant person(s) of written
notification from the Purchaser in accordance with this Agreement of the existence of
such claim, or if such day is not a Business Day, on the Business Day immediately
preceding such day; and
	 
	 	1.3.16	 	any reference to any English legal term for any action, remedy, method of judicial
proceeding, legal document, legal status, court, official or any legal concept or thing
shall, in respect of any jurisdiction other than England, be deemed to include what
most nearly approximates in that jurisdiction to the English legal term.






	1.4	 	The index and Clause headings in this Agreement are included for convenience only and do not
affect the interpretation of this Agreement.






	1.5	 	The Parties agree that, subject always to and save as expressly provided in the provisions of
this Clause 1.5:






	 	1.5.1	 	save as otherwise specified in this Agreement, no term of this Agreement shall
be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a third party;
and
	 
	 	1.5.2	 	notwithstanding that any term of this Agreement may be or become enforceable
by a third party, the terms of this Agreement or any of them may




9









 






	 	 	 	be varied, amended or modified or this Agreement may be suspended, cancelled or
terminated by agreement in writing between the Parties or this Agreement may be
rescinded (in each case) without the consent of or notice to any such third party.






	2.	 	Conditions






	2.1	 	Completion shall be conditional upon:






	 	2.1.1	 	the German Federal Cartel office having cleared the purchase of the Shares or
the relevant statutory waiting periods having expired (the filing for which shall be
made within two business days from the date of this Agreement);
	 
	 	2.1.2	 	there having been no material unremedied breach of any of the provisions of
Clauses 6.1 and 6.2;
	 
	 	2.1.3	 	there having been no event not Disclosed in the Disclosure Letter of even date
or the disclosure or discovery of any existing fact or circumstance between the date
hereof and the Completion Date which has not been remedied that would be (or could be
reasonably expected to be ) adverse to the business, assets, condition, operating
results, or operations of the Company (including the Subsidiary), taken as whole, which
are in aggregate in excess of £300,000 excluding, for the avoidance of doubt, (i)
termination or receipt of intention to terminate, the contracts Disclosed at paragraph
5.1 of the Disclosure Letter of even date or (ii) the resignation of any employee of
the Company;
	 
	 	2.1.4	 	the Company shall have facilitated verbal conversations between a
representative of LOUD Technologies Inc and the following distributors; Dah Chong Hong
Ltd, Adagio, S.A, Algam, Atlantic Audio Gmbh and one UK dealer to be mutually agreed;
	 
	 	2.1.5	 	the Company shall have facilitated verbal conversations between a
representative of LOUD Technologies Inc and the following suppliers, Sarivale, Lab
Gruppen, and B&C Speakers and TC Electronics; and
	 
	 	2.1.6	 	no suit, action or other proceeding shall be pending or threatened in writing
before any court or governmental or regulatory official, body or authority or any
arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge
would (i) prevent the performance of this Agreement or the consummation of any of the
transactions contemplated hereby or declare unlawful any of the transactions
contemplated hereby; (ii) cause any of the transactions contemplated by this Agreement
to be rescinded following consummation; (iii) affect adversely the right of the
Purchaser to own the Shares or control the Company, and no such injunction, judgment,
order, decree or ruling shall have been entered or be in effect.






	2.2	 	If any of the conditions set out in Clause 2.1 shall not have been satisfied or waived in
writing by the Purchaser by 5 April 2007 (the “Long Stop Date”), this Agreement (except for
the provisions of this Clause and of Clauses 1 (Definitions, interpretation and third party
rights), 8 (Guarantee), 14 (Announcements), 17 (Notices), 18




10









 






	 	 	(Governing law and jurisdiction) shall be null and void and of no further effect and the
Parties shall be released and discharged from their respective obligations under this
Agreement, provided that such termination of this Agreement shall be without prejudice to
the rights of the Parties in respect of any breach of clause 2 of this Agreement occurring
before the termination.






	2.3	 	The Purchaser in respect of the condition in 2.1.1 and the Purchaser and the Vendors in
respect of the remaining conditions each shall use all reasonable endeavours to fulfil or
procure the fulfillment of the Conditions as soon as possible and in any event before the Long
Stop Date and shall:






	 	2.3.1	 	keep each other regularly informed of the progress towards satisfaction of
each such condition;
	 
	 	2.3.2	 	immediately notify each other in writing as soon as they are aware that each
such condition has been satisfied or has become incapable of satisfaction; and
	 
	 	2.3.3	 	produce to the other such evidence as the other shall reasonably require of
the satisfaction of each such condition capable of satisfaction.






	2.4	 	The Purchaser undertakes that in the event that Completion does not take place as a result of
the condition in 2.1.1 above not being fulfilled that it will pay to the Vendors the sum of
£250,000.






	3.	 	Sale and purchase






	3.1	 	Each Vendor and each Optionholder shall sell with full title guarantee free from all liens,
charges, encumbrances and any other third party rights and the Purchaser shall purchase the
Shares set out opposite his name in Schedule 1 with effect from and including the Completion
Date to the intent that as from that date all rights and advantages accruing to the Shares,
including any dividends or distributions declared or paid on the Shares after that date, shall
belong to the Purchaser.






	3.2	 	The Purchaser shall not be obliged to complete the purchase of any of the Shares unless the
sale of all of the Shares is completed simultaneously.






	3.3	 	The Purchaser shall pay to the Company on behalf of each Optionholder an amount equal to the
subscription price payable on exercise of his Options and each Optionholder authorises the
Purchaser to deduct the amount so paid from the cash consideration payable to him.






	3.4	 	As security for their obligations contained in this Agreement, each Optionholder hereby
irrevocably appoints each of David Bissett Powell and Anthony Taylor acting jointly or
severally to be his attorney with full power and authority, in his name and on his behalf, to:






	 	3.4.1	 	execute on his behalf all documents required to exercise the Options granted
to him;
	 
	 	3.4.2	 	execute and deliver to the Purchaser or the Purchaser’s Solicitors a duly
executed transfer or transfers of his Option Shares in favour of the Purchaser




11









 






	 	 	 	or such person as the Purchaser may nominate accompanied by any share certificates
which may be issued for such Option Shares; and
	 
	 	3.4.3	 	generally do and execute or procure to be done and executed all such other
acts, deeds, documents and things as may be necessary to give effect to his obligations
under this Agreement.






	3.5	 	Each of David Bissett-Powell and Anthony Taylor covenants and undertakes to exercise the
power and authority conferred upon him pursuant to Clause 3.4 to ensure the due and punctual
performance by each Optionholder of his obligations under this Agreement.






	3.6	 	Immediately before Completion, 37, 280 A Ordinary Shares held by the Institutional Sellers
shall be converted into 37,280 Deferred Shares so that following such conversion, each
Institutional Seller will hold that number of A Ordinary Shares and Deferred Shares set
opposite its name in column 4 of Part 1 of Schedule 1.






	4.	 	Purchase Price






	4.1	 	The aggregate consideration to be paid for the Shares (the “Final Purchase Price”) shall be
an amount equal to:
	 
	 	 	cash (the “Cash Purchase Price”) in the amount of £17,250,000; minus
	 
	 	 	the amount (if any) by which the Net Working Capital of the Company and the Subsidiary as
of the Completion Date as shown on the Closing Statement (as defined in Schedule 11 and as
prepared in accordance with the provisions thereof) (the “Closing Net Working Capital”) is
less than £2,250,000; plus
	 
	 	 	the amount (if any) by which the Closing Net Working Capital exceeds £2,450,000, as
determined in accordance with Schedule 11; minus
	 
	 	 	the Actual Debt (if any), as determined in accordance with Schedule 11; plus
	 
	 	 	the Actual Cash (if any), as determined in accordance with Schedule 11.
	 
	4.2	 	The consideration shall be divided between the Vendors and the Optionholders as follows:






	 	4.2.1	 	£1 per Preference Share to the holders of the Preferences Shares;
	 
	 	4.2.2	 	the balance shall be divided among the holders of the Ordinary Shares:






	 	4.2.2.1	 	in respect of the first £9,502,783 in the proportions set out in Column 5 of
Schedule 1 Parts 1 and 2 (the “First Tranche”); and
	 
	 	4.2.2.2	 	the balance in the proportions set out in Column 6 of Schedule 1 Parts 1 and
2 (the “Second Tranche”)






	 	 	 	For the avoidance of doubt the Deferred Shares will be transferred for nil consideration
and the Purchaser shall not be concerned with the division of Consideration in this Clause
4.2.




12









 












	4.3	 	The Estimated Purchase Price shall be:
	 
	 	 	the Cash Purchase Price; minus
	 
	 	 	the amount (if any) by which the Estimated Working Capital is less than £2,250,000, as
determined in accordance with Clause 4.4; plus
	 
	 	 	the amount (if any) by which the Estimated Working Capital is more than £2,450,000, as
determined in accordance with Clause 4.4; minus
	 
	 	 	the Estimated Debt (if any), as determined in accordance with Clause 4.4; plus
	 
	 	 	the Estimated Cash (if any), as determined in accordance with Clause 4.4.
	 
	4.4	 	The Estimated Debt, the Estimated Cash and the Estimated Working Capital (the “Vendors’
Estimates”) shall be prepared by the Vendors’ chief financial officer, in good faith and in
prior consultation with the Purchaser and delivered to the Purchaser not less than two
Business Days prior to Completion. If the Purchaser disagrees, in good faith, with the
Vendors’ Estimates, the Purchaser shall itself prepare in good faith a statement setting out
the Estimated Debt, the Estimated Cash and the Estimated Working Capital (the “Purchaser’s
Estimates”) and deliver it to the Vendors, following which the Parties shall attempt to agree
the Estimated Debt, the Estimated Cash and the Estimated Working Capital. Failing agreement by
the Business Day prior to the Completion Date, the Estimated Debt, the Estimated Cash and the
Estimated Working Capital shall be deemed to be the mid-point between the amount in the
Vendors’ Estimates and the amount in the Purchaser’s Estimates. In the absence of any notice
of disagreement by the Purchaser delivered no later than the Business Day prior to the
Completion Date the Vendors Estimates shall comprise the Estimated Debt, Estimated Cash and
Estimated Working Capital.
	 
	5.	 	Completion
	 
	5.1	 	Completion shall take place on the Completion Date at the offices of the Purchaser’s
solicitors when:






	 	5.1.1	 	the Vendors shall deliver to the Purchaser, or procure the delivery to the
Purchaser of, the documents and other items referred to in Schedule 4;
	 
	 	5.1.2	 	each Vendor shall repay or procure the repayment in full of all amounts owing
(even if not due for repayment) to the Company or the Subsidiary by that Vendor or any
connected persons or associates or directors of that Vendor and shall procure that all
guarantees or indemnities given by or binding on the Company or the Subsidiary in
respect of any liabilities (actual or contingent) of any of that Vendor or any of such
connected persons or associates or directors are fully and effectively released without
cost to the Company or the Subsidiary;
	 
	 	5.1.3	 	each Vendor (in so far as it is able) and the Purchaser shall jointly procure
that there shall be held a Meeting of the Board of Directors of the Company and of the
Subsidiary at which there shall be duly passed Resolutions set out and contained in
Board Minutes of the Company and of the Subsidiary in the Agreed Form marked “D1” and
“D2” respectively;




13









 






	 	5.1.4	 	the Purchaser shall pay the Estimated Purchase Price (less £450,000) to the
Vendors and the Optionholders, or as the Vendors may direct in writing, by way of
transfer of funds to the Vendors’ Solicitor’s Account (the charges of such transfer
being payable by the Vendors), receipt of which shall be an effective discharge of the
Purchaser’s obligation to pay the Estimated Purchase Price and deposit £450,000 into
the Escrow Account (the “Escrow Amount”) The portion of the Escrow Amount shown to be
payable to the Purchaser on the Closing Statement delivered by the Purchaser to the
Vendors pursuant to Clause 1.1 of Schedule 11 shall be retained in the Escrow Account
until the determination of the Final Purchase Price and the Balancing Amount in
accordance with the provisions of Schedule 11 at which time it shall be released in
accordance with the terms of the escrow instructions. The balance of the Escrow Amount
not shown to be payable to the Purchaser shall be released to the Vendors upon delivery
of such Completion Statement;
	 
	 	5.1.5	 	the Purchaser shall procure that the Company pays to ISIS EP LLP an amount in
settlement of all outstanding monitoring fees payable pursuant to an investment
agreement dated 13 August 2003 between ISIS EP LLP and the Company which shall accrue
at a daily rate of £59.99 (plus VAT) from the date of the last payment made prior to
the Completion Date to the Completion Date and for the avoidance of doubt, these
amounts are to be considered Debt; and
	 
	 	5.1.6	 	the Purchaser shall pay to the Vendors’ Solicitors to enable the Vendors’
Solicitors, on behalf of the Company (or the Subsidiary) to make payment in each case
immediately on Completion of:






	 	5.1.6.1	 	the amount required to discharge all amounts outstanding under the Existing
Finance Arrangements including, without limitation, all accrued but unpaid
interest thereon and any early repayment fees due and any other fees; and
	 
	 	5.1.6.2	 	the amount required to discharge all amounts outstanding in respect of the
Loan Notes including, without limitation, all accrued but unpaid interest
thereon,






	 	 	 	being the amounts notified to the Purchaser not less than two Business Days prior
to Completion and for the avoidance of doubt, these amounts are to be considered
Debt;
	 
	 	5.1.7	 	the Purchaser shall deliver to the Vendors’ Solicitors a copy of the Escrow
Account Instruction Letter signed by the Purchaser’s Solicitors, the Escrow Agreement
executed by the Purchaser and a bank mandate for the Escrow Account signed by the
Purchaser’s Solicitors together with a countersigned engrossment of each of the Service
Agreements duly executed by the relevant employer in the Agreed Form.






	5.2	 	The Escrow Account shall remain open and fully funded with the Escrow Amount (as reduced in
accordance with Clause 5.1.4 if applicable) until such time that any Balancing Amount has been
determined and any amount in favour of the Purchaser




14









 






	 	 	has been paid in accordance with Clause 7.1.2 whereupon the balance (including accrued
interest) shall be released to the Vendors. Any amounts payable to or by the Vendors and
Optionholders pursuant to this Clause 5.2 shall be made in the proportions set against their
respective names in column 6 of Parts 1 and 2 of Schedule 1.






	5.3	 	The performance by the Vendors of their respective obligations under Clause 5.1 shall be a
condition precedent to the performance by the Purchaser of its obligations under Clause 5.1 to
the intent that, if the Vendors or any of them shall fail or shall be unable to perform any of
their obligations under Clause 5.1, the Purchaser shall at its option (and without prejudice
to any other remedies or rights which it may have against the Vendors or any of them in
respect of such non-performance) cease to be liable to perform its obligations under Clause
5.1.






	6.	 	Period before Completion






	6.1	 	The Vendors undertake to and covenant with the Purchaser that they will procure that between
the date of this Agreement and Completion (save with the prior written consent of the
Purchaser (not to be unreasonably withheld or delayed) and subject to Clause 6.3):






	6.2	 	no increase shall be made in the authorised, allotted or issued share capitals of the Company
or the Subsidiary save for the allotment and issue of the Option Shares;






	 	6.2.1	 	no option shall be offered or granted by the Company or the Subsidiary over
the whole or any part of their respective share capitals, whether issued or unissued;
	 
	 	6.2.2	 	no dividends or other distributions shall be declared, made or paid by the
Company or the Subsidiary (other than any dividend payable on the preference shares
not exceeding £10); and
	 
	 	6.2.3	 	no accrual provided for by the Company on its balance sheet at the date of
signing of this Agreement shall be released or adjusted, other than for the purposes of
meeting the liability to which it directly relates, to increase the working capital of
the Company.






	6.3	 	The Management Warrantors further undertake to and covenant with the Purchaser that they will
procure that between the date of this Agreement and Completion (save with the prior written
consent of the Purchaser (not to be unreasonably withheld or delayed)) the business of the
Company and of the Subsidiary shall be carried on in the ordinary and usual course and so as
to maintain the same as a going concern and with a view to profit; and






	 	6.3.1	 	neither the Company nor the Subsidiary shall:






	 	6.3.1.1	 	except in relation to purchase orders issued or accepted in the ordinary
course of business, alter or agree to alter or terminate or agree to terminate
any material agreement to which it is a party and that by doing so would be to
the detriment of the Company or enter




15









 






	 	 	 	or agree to enter into any unusual or abnormal contract or commitment;
	 
	 	6.3.1.2	 	incur any material capital expenditure or any material capital commitment or
dispose of or realise any material capital asset or any interest in any such
asset outside the ordinary course of business or in an amount in excess of
£10,000;
	 
	 	6.3.1.3	 	create or agree to create any mortgage, charge, lien or encumbrance over all
or any of its assets (other than liens arising in the ordinary course of
business) or redeem or agree to redeem any existing security save as
contemplated by this Agreement or give or agree to give any guarantee or
indemnity;
	 
	 	6.3.1.4	 	give or agree to give any guarantee, indemnity or other agreement to secure,
or incur financial obligations with respect to, another person’s obligations;
	 
	 	6.3.1.5	 	alter or agree to alter the terms of any existing borrowing facilities or
arrange any additional borrowing facilities save for early repayment of any
borrowing facilities;
	 
	 	6.3.1.6	 	pay any management charge to the Vendors other than management charges to
the Institutional Seller as disclosed in Clause 5.1.5 or agree to pay such
charge or incur any other liability to the Vendors (other than payment of
remuneration in accordance with existing employment contracts and trading
liabilities at arms length incurred in the normal course of business);
	 
	 	6.3.1.7	 	increase or agree to increase the remuneration (including pension
contributions, bonuses, commissions and benefits in kind, save for those
detailed in the list provided as disclosure document 19.2.2 of the Disclosure
Letter, of any director or employee earning in excess of £35,000 per annum or
provide or agree to provide any gratuitous payment or benefit to any such
person or any of his dependants and no employee shall be engaged or dismissed
(with the exception of dismissal for gross misconduct) or have his terms of
employment altered;
	 
	 	6.3.1.8	 	vary the terms on which it holds any of the Properties or settle any rent
review;






	 	6.3.2	 	in respect of the policies of insurance of both the Company and the Subsidiary
or the policies of insurance in which either of them has an interest as at the date of
this Agreement:






	 	6.3.2.1	 	such policies shall be maintained in full force and effect;
	 
	 	6.3.2.2	 	the Company shall not do or omit to do anything the doing or omission of
which would or might make any of such policies void or voidable;




16









 






	 	6.3.2.3	 	the Company shall not do or omit to do anything the doing or omission of
which would or might entitle any of the insurers under such policies to refuse
cover in relation to any claim (either in whole or in part) or result in an
increase in the premium payable under any of such policies; and
	 
	 	6.3.2.4	 	the Company shall notify the Purchaser of any claim arising under any of
such policies on or after the date of this Agreement other than motor claims.






	6.4	 	Neither Clause 6.1 nor Clause 6.2 shall operate so as to restrict or prevent:






	 	6.4.1	 	any matter reasonably undertaken by the Company or the Subsidiary in an
emergency or disaster situation with the intention of minimising any adverse effect of
such situation (and the Vendors and/or Management Warrantors (as the case may be) will
in any event promptly notify the Purchaser of such situation);
	 
	 	6.4.2	 	the completion or performance of any obligations undertaken pursuant to any
contract or arrangement entered into by the Company or the Subsidiary prior to the date
of this Agreement;
	 
	 	6.4.3	 	any action pursuant to a requirement of law or applicable regulation (and the
Management Warrantors will in any event promptly notify the Purchaser of such
requirement);
	 
	 	6.4.4	 	any action specifically provided for in this Agreement; or
	 
	 	6.4.5	 	any matter undertaken at the written request of the Purchaser.






	6.5	 	The Management Warrantors shall, and shall procure that the officers and employees of and the
professional advisers to the Company and of the Subsidiary shall, between the date of this
Agreement and Completion, at the reasonable advance request of the Purchaser and during
Working Hours:






	 	6.5.1	 	give the Purchaser and any person authorised by it on reasonable advance
notice reasonable access to the Properties and to all the books and records (including
electronic records) of the Company and of the Subsidiary (including the right to take
copies at the Purchaser’s expense) but without disrupting the business of the Company
and the Subsidiary; and
	 
	 	6.5.2	 	supply the Purchaser and/or its professional advisers with such information
concerning the Company and the Subsidiary as the Purchaser or its professional advisers
may reasonably require including, for the avoidance of doubt, in relation to the
Estimated Cash, Estimated Net Working Capital and Estimated Debt calculations.






	6.6	 	The Parties hereby acknowledge and agree that, notwithstanding anything at law or equity to
the contrary, each Party shall be solely responsible for operating its and its subsidiaries’
businesses prior to Completion and in no event will the Purchaser or any of its affiliates or
subsidiaries, or any of their respective equityholders, directors, officers, managers,
employees, agents or representatives have any authority to




17









 






	 	 	conduct the Company’s or the Subsidiary’s businesses or otherwise bind the Company or the
Subsidiary with respect to any matter, obligation or decision prior to Completion.
Furthermore, each Party agrees that neither the Purchaser nor any of its affiliates or
subsidiaries, nor any of their respective equityholders, directors, officers, managers,
employees, agents or representatives, shall be liable to the Company or the Subsidiary or
any of their respective equityholders, directors, officers, managers, employees, agents or
representatives for any loss, liability, cost, damage or expense arising out of, relating
to, or in connection with any assistance, advice and suggestion that the Purchaser or any of
its affiliates or subsidiaries, or any of their respective equityholders, directors,
officers, managers, employees, agents or representatives may offer to the Company or the
Subsidiary or any of their respective equityholders, directors, officers, managers,
employees, agents or representatives at any time prior to Completion.






	6.7	 	This Agreement will only terminate in the circumstances set out in Clause 2 (Conditions) and
Clause 5 (Completion). If, whether prior to or following Completion, the Purchaser becomes
aware that there has been any breach of the Warranties or any other term of this Agreement,
the Purchaser shall not be entitled to terminate or rescind this Agreement but shall only be
entitled to bring a claim for damages for breach of contract.






	7.	 	Closing Statement and Payment of Balancing Amount






	7.1	 	After final agreement on, or determination of, the amount of the Balancing Amount in
accordance with Schedule 11, the following payments, together with interest at the Applicable
Rate from Completion, shall be made in cash by transfer of funds for same day value and in
accordance with the Escrow Agreement:






	 	7.1.1	 	if there is no Balancing Amount (i.e. it is zero), no payment shall be made by
the Vendors and the Optionholders or the Purchaser and the amount standing in credit to
the Escrow Account (including accrued interest) shall be released to the Vendors;
	 
	 	7.1.2	 	if the Balancing Amount is a negative number, the Vendors and the
Optionholders shall repay the Purchaser the amount thereof (such repayments to be
attributable to each of the Vendors and the Optionholders and to be paid by way of
release of such sum to the Purchaser from the Escrow Account) within five Business Days
of the date on which the Closing Statement is agreed or otherwise determined in
accordance with the provisions of Schedule 11 and any balance remaining in the Escrow
Account (including accrued interest) shall be released to the Vendors; or
	 
	 	7.1.3	 	if the Balancing Amount is a positive number, the Purchaser shall pay to the
Vendors an amount equal to the Balancing Amount (such payment to be divided amongst the
Vendors) within five Business Days of the date on which the Closing Statement is agreed
or otherwise determined in accordance with the provisions of Schedule 11 and shall
arrange for the funds in the Escrow Account (including accrued interest) to be released
to the Vendors.




18









 












	7.2	 	Any amounts payable to or by the Vendors and Optionholders pursuant to this Clause 7 shall be
made in the proportions set against their respective names in column 6 of Parts 1 and 2 of
Schedule 1.






	8.	 	Guarantee






	8.1	 	In consideration of the Vendors and the Optionholders entering into this Agreement, the
Guarantor as primary obligor irrevocably and subject to the terms and conditions of this
Agreement:






	 	8.1.1	 	undertakes to ensure the Purchaser’s full and prompt performance of its
payment obligations under clauses 5.1.4, 5.1.5, 5.1.6, and any obligation to pay any
Balancing Amount or amount under clause 2.4 which become or may become due pursuant to
the terms of this Agreement (any such amount a “Guaranteed Amount” and together
“Guaranteed Amounts”);
	 
	 	8.1.2	 	guarantees as a continuing guarantee to the Vendors and the Optionholders the
due and punctual payment of any Guaranteed Amount and;
	 
	 	8.1.3	 	agrees that if and each time that the Purchaser fails to pay or, procure the
payment of any of the Guaranteed Amounts, the Guarantor shall on demand (without
requiring the Vendors and the Optionholders first to take steps against the Purchaser
or any other person) to pay the Guaranteed Amount to the Vendors and the Optionholders
(which such payment shall satisfy the requirement (of both the Purchaser and the
Guarantor) to pay such Guaranteed Amount), and neither the Purchaser or the Guarantor
shall have any further liability or obligation with respect to such Guaranteed Amount
so paid.






	8.2	 	The liability of the Guarantor under this Clause shall not be released or diminished in whole
or in part by anything which, but for this provision, might operate to affect its liability,
including without limitation:






	 	8.2.1	 	any variation of the terms of this Agreement;
	 
	 	8.2.2	 	any forbearance or neglect or delay in seeking the performance of the
obligation to pay or procure the payment of the Guaranteed Amounts or any granting of
time for the performance of this obligation or any other arrangement between the
Purchaser and the Vendors or any other person;
	 
	 	8.2.3	 	any unenforceability or invalidity of the obligation to pay or procure the
payment of the Guaranteed Amount, so that this clause shall be construed as if there
were no such enforceability or invalidity.






	8.3	 	The guarantee in Clause 8.1 is a continuing guarantee and accordingly shall remain in force
until the obligation of the Purchaser to pay or procure the payment of the Guaranteed Amounts
has been fully performed or fully satisfied.






	8.4	 	The guarantee in Clause 8.1 shall be in addition to and without prejudice to and not in
substitution for, the performance and observance of the Purchaser’s obligation to pay or
procure the payment of the Guaranteed Amounts under this Agreement (save that for the
avoidance of doubt, the guarantee in Clause 8.1 shall only operate, with




19









 






	 	 	respect to each Guaranteed Amount, to the extent that the Purchaser has failed to meet its
obligation to pay or procure the payment of that Guaranteed Amount).






	8.5	 	So long as the Purchaser remains under any actual or contingent obligation to pay or procure
the payment of the Guaranteed Amounts under this Agreement, the Guarantor shall not exercise
any rights which it may at any time have by reason of the performance of its obligations under
this clause to be indemnified by the Purchaser to claim a contribution from another surety of
the Purchaser’s obligations or to take the benefit (by way of subrogation or otherwise) of any
of the Vendors’ or Optionholders’ rights under this Agreement.






	8.6	 	The Guarantor will not hold any security from the Purchaser in respect of the guarantee in
Clause 8.1, and any such security which is held in breach of this clause shall be held by the
Guarantor in trust for the Vendors and the Optionholders.






	8.7	 	The Guarantor warrants and represents to the Vendors and the Optionholders that:






	 	8.7.1	 	the Guarantor has all necessary power and authority to enter into and perform
its obligations under this Clause 8;
	 
	 	8.7.2	 	this Agreement, and all agreements to be entered into by the Guarantor under
this Agreement, constitute (or will when executed constitute) binding and enforceable
obligations on the Guarantor in accordance with their respective terms;
	 
	 	8.7.3	 	the entering into and performance by the Guarantor of its obligations under
this Clause 8:






	 	8.7.3.1	 	will not result in a breach of any provision of the memorandum or articles
of association or analogous constitutional documentation of the Guarantor;
	 
	 	8.7.3.2	 	will not result in a breach of any order, judgment or decree of any court or
governmental, administrative or regulatory body or agency to which the
Guarantor is party or by which it is bound; or
	 
	 	8.7.3.3	 	does not require the consent of any third party which has not already been
granted.






	8.8	 	If any monies paid to the Vendors and/or the Optionholders under this Agreement have to be
repaid by the Vendors and/or the Optionholders by virtue of any provision or enactment
relating to bankruptcy, insolvency or liquidation for the time being in force or on any other
ground, the liability of the Guarantor shall be computed as if those monies had never been
paid to the Vendors and/or the Optionholders at all.






	8.9	 	Each payment to be made by the Guarantor under this clause shall be made in the currency in
which the relevant amount is payable by the Purchaser.






	8.10	 	Notwithstanding any other provision of this Clause 8, following the payment of each
Guaranteed Amount (or the termination of this Agreement in accordance with its provisions) the
obligations of the Guarantor under this Clause 8 with respect to such Guaranteed Amount (or
all Guaranteed Amounts, in the event of such termination)




20









 






	 	 	shall be deemed to have been fulfilled and this Clause 8 shall cease to have any further
effect with respect to such Guaranteed Amount (or all Guaranteed Amounts, in the event of
such termination).






	8.11	 	The maximum liability of the Guarantor hereunder shall be limited to the Final Purchase Price
together with the proper costs and expenses (including any legal fees/expenses) of the Vendors
in enforcing the terms of this Guarantee.
	 
	8.12	 	This Guarantee shall expire upon payment of the Final Purchase Price.






	8.13	 	Any enforcement of this provision shall be taken only by the Vendors with the consent of the
holders of a majority of the Shares at the date hereof.
	 
	9.	 	Warranties






	9.1	 	Each Institutional Seller and each Optionholder severally warrants in respect of himself or
itself to the Purchaser that each of the Vendor Warranties (in so far as such Vendor
Warranties relate only to that Institutional Seller or Optionholder as the case may be) is
true and accurate in all respects and is not misleading at the date of this Agreement and as
of the date of Completion. References in the Vendor Warranties to “the Vendor” or “that
Vendor” are references to that Vendor or Optionholder giving the Vendor Warranties.






	9.2	 	The Management Warrantors jointly and severally warrant to the Purchaser that each of the
Warranties set out in Parts A and C of Schedule 5 and each of the Vendor Warranties (in so far
as such Vendor Warranties relate to the Management Warrantors) is true and accurate in all
respects and is not misleading at the date of this Agreement and as of the date of Completion.
	 
	9.3	 	The Warranties shall not in any respect be extinguished or affected by Completion.






	9.4	 	Each Vendor and each Optionholder severally undertakes to the Purchaser that if, between the
date of this Agreement and Completion, anything (including for the avoidance of doubt any
omission) occurs which results, or which may result, in any of its respective Warranties being
unfulfilled, untrue or inaccurate at Completion then it will immediately and in any event
before Completion give the Purchaser written notice of that event and its consequences and (if
so requested by the Purchaser) will use its reasonable endeavours to prevent or remedy the
same.






	9.5	 	The Vendors acknowledge that the Purchaser has entered into this Agreement in reliance on the
Warranties made by the Vendors.






	9.6	 	Save in the case of fraud, each Vendor and Optionholder severally undertakes to the Purchaser
that, in the event of any claim being made against it arising out of or relating to this
Agreement, it will not make any claim against the Company or the Subsidiary or against any
director, officer, employee or adviser of the Company or of the Subsidiary on which or on whom
they may have relied before agreeing to any terms of this Agreement or authorising any
statement in the Disclosure Letter. The Company, the Subsidiary and any such director,
officer, employee or adviser may enforce the terms of this Clause 9.6 in accordance with the
Contracts (Rights of Third Parties) Act 1999, provided that, as a condition thereto, any such
third party shall:




21









 












	 	9.6.1	 	obtain the prior written consent of the Purchaser; and
	 
	 	9.6.2	 	not be entitled to assign its rights under this Clause 9.6.






	9.7	 	The Warranties:






	 	9.7.1	 	save for those set out under paragraph 2.1 (capacity), 3.2 (share ownership)
4.1 (share and loan capital), are qualified by reference to those matters fairly
disclosed (with sufficient detail to identify to the Purchaser the nature and scope of
the matter disclosed) in the Disclosure Letter and the Supplemental Disclosure Letter
and not otherwise;
	 
	 	9.7.2	 	are separate and independent and, unless expressly provided to the contrary,
are not limited or restricted by reference to or inference from the terms of any other
provision of this Agreement or any other Warranty;
	 
	 	9.7.3	 	where qualified by the knowledge, information, belief or awareness of the
Management Warrantors, are deemed to include a statement that such knowledge,
information, belief or awareness has been acquired after due and careful enquiries by
the Management Warrantors of each other and their professional advisers in respect of
the relevant subject matter of such Warranties; and
	 
	 	9.7.4	 	apply to the Subsidiary as well as to the Company as if references to “the
Company” included a corresponding reference to the Subsidiary.






	9.8	 	None of the Warranties nor any provision in the Tax Covenant shall be, or shall be deemed to
be, qualified, modified or discharged by reason of any investigation or inquiry made or to be
made by or on behalf of the Purchaser and no information relating to the Company or to the
Subsidiary of which the Purchaser, its agents or advisers have knowledge (whether actual,
imputed or constructive), other than (in the case of the Warranties) by reason of its being
disclosed in the Disclosure Letter or the Supplemental Disclosure Letter in accordance with
this Agreement, shall prejudice any claim which the Purchaser shall be entitled to bring or
shall operate to reduce any amount recoverable by the Purchaser under this Agreement.






	9.9	 	On or prior to the date of Completion, the Management Warrantors may deliver a Supplemental
Disclosure Letter to the Purchaser. The Purchaser shall be barred from bringing any claim for
a breach of warranty against the Management Warrantors to the extent that the fact,
circumstance or event constituting or otherwise causing the breach of warranty is set forth in
the Supplemental Disclosure Letter. The sole and exclusive remedy of the Purchaser in
connection with any matter set forth in the Supplemental Disclosure Letter shall be to allow
this Agreement to terminate in accordance with its terms under Clause 2.2 above, but only to
the extent that the condition in Clause 2.1.3 has not been satisfied.






	9.10	 	The provisions of Schedule 6 shall (where relevant) apply to limit the liability of the
Vendors under the Warranties and the Tax Covenant provided that the provisions of Schedule 6
shall not apply in respect of:




22









 












	 	9.10.1	 	any claim under paragraph 2.1 (capacity); 3.2 (share ownership); 4.1 (share and loan
capital); or
	 
	 	9.10.2	 	any claim arising out of any fraudulent or wilful non-disclosure on the part of the
Vendors or any of their respective officers, employees or advisers.






	9.11	 	The Management Warrantors jointly and severally warrant to the Purchaser that any and all
documents attached or referred to in the Disclosure Letter and which were provided to the
Purchaser or to its advisers other than in relation to the Disclosure Letter are identical in
all respects to those provided in the Disclosure Letter.






	10.	 	Release by Vendors






	10.1	 	Each of the Vendors confirms that with effect from Completion he will have no claim (whether
in respect of any breach of contract, compensation for loss of office or monies due to him or
on any account whatsoever) outstanding against the Company or the Subsidiary or against any of
the shareholders, directors, officers, employees or professional advisers of the Company or
any Subsidiary and that no agreement or arrangement (including any contract of employment) is
or will be at Completion outstanding under which the Company or the Subsidiary or any of such
persons has or could have any obligation of any kind to him save in respect of the amount
payable pursuant to clauses 5.1.5, 5.1.6.1 and 5.1.6.2 and for any service agreement being
entered into on Completion.






	10.2	 	To the extent that any such claim or obligation exists or may exist, following Completion and
the occurrence of the matters provided for in clause 10.1, each of the Vendors irrevocably and
unconditionally waives such claim or obligation and releases the Company and the Subsidiary
and any such other persons from any liability whatsoever in respect of such claim or
obligation.






	10.3	 	The Company, the Subsidiary and any shareholder, director, officer, employee or professional
adviser of the Company or the Subsidiary may enforce the terms of Clauses 10.1 and 10.2 in
accordance with the Contracts (Rights of Third Parties) Act 1999, provided always that, as a
condition thereto, any such third party shall:






	 	10.3.1	 	obtain the prior written consent of the Purchaser; and
	 
	 	10.3.2	 	not be entitled to assign its rights under this Clause 10.






	11.	 	Matters following Completion and Restrictions






	11.1	 	Each Vendor (acting severally) shall, and shall procure that its respective Group Companies
shall, following Completion promptly send to the Purchaser all papers, books, accounts and
other records owned by the Company or to the Subsidiary, which are not required to be
delivered under Schedule 4 and which are not kept at any of the Properties and which are not
required by the Vendors in their continued employment or in the case of the Institutional
Seller its own internal audit and investment purposes.






	11.2	 	The provisions of Clause 11.3 are made with the intention of assuring to the Purchaser and
its Group Companies following Completion the full benefit and value of the goodwill and
connections of the Company and the Subsidiary and as a constituent part




23









 






	 	 	of the agreement for the sale of the Shares. Accordingly each of the Vendors agrees that the
restrictions contained in Clause 11.3 are, to the extent that they relate to that Vendor,
reasonable and necessary for the protection of the legitimate interests of the Purchaser and
that the restrictions do not work harshly on him.






	11.3	 	Each of the Management Warrantors severally covenants (on his behalf and on behalf of any
person acting on his behalf) with the Purchaser and each of its Group Companies following
Completion that, save with the prior written consent of the Purchaser:






	 	11.3.1	 	for the period of two (2) years following the Completion Date, he will not in the
Restricted Territories in competition with the Company or the Subsidiary, directly or
indirectly:






	 	11.3.1.1	 	carry on; or
	 
	 	11.3.1.2	 	seek employment or engagement with or be employed or engaged by or be a
director or consultant to; or
	 
	 	11.3.1.3	 	work on any account of; or
	 
	 	11.3.1.4	 	be in any way interested in or connected with






	 	 	 	any business carried on within any part of the Restricted Territories which competes
with any business both (i) carried on by the Company or the Subsidiary at the
Completion Date and (ii) in which that Management Warrantor has at any time during
the period of twelve months ending on the Completion Date been involved, provided
always that this Clause shall not prevent a Management Warrantor from being
interested as a holder or beneficial owner solely for investment purposes of less
than five per cent. of any securities of any company whose securities are listed or
quoted on any recognised investment exchange in the United Kingdom or any similar
exchange in any other territory;
	 
	 	11.3.2	 	for the period of two (2) years following the Completion Date, he will not in the
Restricted Territories, directly or indirectly:






	 	11.3.2.1	 	either
	 
	 	11.3.2.2	 	deal with; or






	 	(i)	 	seek employment or engagement with; or
be employed or engaged by; or
	 
	 	(ii)	 	engage in business with; or
	 
	 	(iii)	 	work on any account or business of






	 	 	 	any customer or client of the Company or of the Subsidiary for the
purpose of providing that customer or client with goods or services
which are in competition with any goods or services which he was




24









 






	 	 	 	involved in providing to that customer or client at any time in the
twelve months preceding the Completion Date;
	 
	 	11.3.2.3	 	solicit business from any customer or client of the Company or of the
Subsidiary for the purpose of providing to that customer or client goods or
services which are in competition with those which he has been involved in
providing to that customer or client at any time in the twelve months preceding
the Completion Date;
	 
	 	11.3.2.4	 	interfere with or seek to interfere with contractual or other trade
relations between the Company or the Subsidiary and any of its or their
respective customers or clients;
	 
	 	11.3.2.5	 	interfere or seek to interfere with contractual or other trade relations
between the Company or the Subsidiary and any of its or their respective
suppliers;
	 
	 	11.3.2.6	 	either:






	 	(i)	 	solicit the services of; or
	 
	 	(ii)	 	endeavour to entice away from the
Company or the Subsidiary; or
	 
	 	(iii)	 	knowingly assist in, or procure, the
employment by any other person of






	 	 	 	any officer, consultant or senior or managerial employee of the Company
or the Subsidiary known personally to him (whether or not such person
would commit any breach of his contract of employment or engagement by
reason of leaving the service of such company);






	11.4	 	For the period of two (2) years following the Completion Date each of the Vendors severally
agrees not to disclose or use at any time any Confidential Information. Each Vendor further
agrees to take all reasonable steps to safeguard such Confidential Information in its
possession and to protect it against disclosure, misuse, espionage, loss and theft. In the
event the Vendors are required by law to disclose any Confidential Information, the relevant
Vendor shall promptly notify the Purchaser in writing, which notification shall include the
nature of the legal requirement and the extent of the required disclosure, and each Vendor
shall cooperate with Purchaser and the Company to preserve the confidentiality of such
information consistent with applicable law.






	11.5	 	While the restrictions contained in this Clause 11 are considered by the Parties to be
reasonable in all the circumstances, it is recognised that restrictions of their nature may
fail for technical reasons. Accordingly it is agreed that, if any of such restrictions shall
be found to be invalid or unenforceable as going beyond what is reasonable in all the
circumstances for the protection of the interests of the Purchaser or otherwise, but would be
valid or enforceable if part of the wording of the restriction were deleted or the period for
which it applies were reduced or the range of activities or area dealt




25









 






	 	 	with by it were reduced in scope, the restriction concerned shall apply with such
modifications as may be necessary to make it valid and enforceable.






	12.	 	Pensions






	 	 	The provisions of Schedule 8 and paragraph 20 of Schedule 5 shall have effect.






	13.	 	Taxation






	 	 	The provisions of Schedule 10 shall have effect.






	14.	 	Announcements






	14.1	 	Subject to the provisions of Clause 14.2, no Party shall issue any press release or publish
any circular to shareholders or any other public document or make any statement or disclosure
to any person who is not a Party (including any document, statement or disclosure published,
issued or made by the Vendors or any of them to any supplier to or customer of the Company or
of the Subsidiary) in each case relating to this Agreement or the matters contained in it,
without obtaining the prior written approval of the other Party to its contents and the manner
and extent of its presentation and publication or disclosure (such approval not to be
unreasonably withheld or delayed or made subject to unreasonable conditions).
	 
	14.2	 	The provisions of Clause 14.1 do not apply to:






	 	14.2.1	 	any announcement relating to or connected with or arising out of this Agreement
required to be made by the Purchaser or the Guarantor:






	 	14.2.1.1	 	by virtue of the regulations of the Financial Services Authority, the US
Securities and Exchange Commission or the European Commission; or
	 
	 	14.2.1.2	 	by any court or governmental or administrative authority competent to
require the same; or
	 
	 	14.2.1.3	 	by any applicable law or regulation; or






	 	14.2.2	 	any statement or disclosure made in good faith by the Purchaser after Completion for
its legitimate corporate purposes, including in connection with any civil, criminal,
regulatory or arbitration proceedings in any jurisdiction brought or threatened by or
against it in relation to the Agreement, the documents in the Agreed Form and any other
documents referred to in it or them;
	 
	 	14.2.3	 	any document, statement or disclosure published, issued or made by the Purchaser
after Completion to any supplier to or customer of the Company or of the Subsidiary;
	 
	 	14.2.4	 	any announcement or disclosure made by an Institutional Seller to its manager or by
an Institutional Seller or its manager to investors in that Institutional Seller and
any announcement or disclosure made by the




26









 






	 	 	 	Purchaser to its manager or by the Purchaser or its manager to investors in the
Purchaser; or
	 
	 	14.2.5	 	any announcement by the Vendors to their employees/consultants; or
	 
	 	14.2.6	 	any document, statement or disclosure made by the Purchaser after Completion to any
person to whom it proposes to assign its rights under this Agreement or who is
otherwise contemplated by Clause 15.3 or 15.4.






	15.	 	Assignment






	15.1	 	Subject to this Clause 15, this Agreement shall be binding upon and enure for the benefit of
the successors and assignees of the Parties including, in the case of individuals, their
respective estates after their deaths and, subject to any succession or assignment permitted
by this Agreement, any such successor or assignee of the Parties shall in its own right be
able to enforce any term of this Agreement.






	15.2	 	Neither the Vendors nor the Optionholders, nor their successors and assignees shall be
entitled to assign their respective rights or obligations under this Agreement without the
prior written consent of the Purchaser.






	15.3	 	The Purchaser and its assignees may at any time (i) assign, (ii) transfer, (iii) charge (iv)
declare or create a trust or other interest over or (v) deal in any other manner with this
Agreement or any of its rights or obligations under it to any other member of its Group or to
a funder by way of security PROVIDED THAT if the assignee, being a Group member, ceases to be
such the benefit of this Agreement shall no longer be available to such assignee and provided
always that neither the Vendors nor the Optionholders shall not become liable to pay any
larger amount under this Agreement than would have been the case but for such assignment.






	15.4	 	The Purchaser shall be entitled to grant security over or assign by way of security all or
any of its rights under this Agreement to a bank providing funding to the Purchaser for the
purpose of financing the acquisition in reliance, inter alia, upon the warranties, covenants,
indemnities, agreements and undertakings set out in this Agreement. In the event of any such
grant or assignment it is agreed that any person to whom such security has been granted or to
whom such rights have been assigned shall in its own right be able to enforce any of the
warranties, covenants, indemnities, agreements and undertakings set out in this Agreement,
provided always that, as a condition thereto, any such third party shall (i) obtain the prior
written consent of the Purchaser, (ii) serve written notice on the Parties agreeing to be
bound by the terms of Clause 18 (jurisdiction) and (iii) not be entitled to assign its rights
under this Clause 15 and PROVIDED FURTHER that neither the Vendors nor the Optionholders shall
become liable to pay any larger amounts under this Agreement than would have been the case but
for such assignment.






	16.	 	General






	16.1	 	Each Vendor shall do or procure to be done all such further acts and things within their
power and execute or procure the execution of all such other documents as the Purchaser may
from time to time reasonably require for the purpose of giving the Purchaser the full benefit
of the provisions of this Agreement.




27









 












	16.2	 	The Purchaser shall do or procure to be done all such further acts and things and execute or
procure the execution of all such other documents as the Vendors may from time to time
reasonably require for the purpose of giving the Vendors and the Optionholders the full
benefit of the provisions of this Agreement.






	16.3	 	This Agreement, the documents in the Agreed Form and the other documents referred to in them
constitute the entire agreement between, and understanding of, the Parties with respect to the
subject matter of this Agreement and such documents and supersedes any prior written or oral
agreement(s) or arrangement(s) between the Parties in relation thereto.






	16.4	 	The Purchaser acknowledges that no provisions are to be regarded as implied into this
Agreement, save for those implied by law and which are not lawfully capable of being excluded.
All implied provisions lawfully capable of being excluded are hereby excluded for all
purposes.






	16.5	 	In entering into this Agreement, the Purchaser accepts that it is not relying on, and shall
have no remedy in respect of, any representation, warranty or on any other information or
statement of opinion or belief, whether written or oral, express or implied, which is not
expressly contained in the Warranties.






	16.6	 	The Purchaser irrevocably and unconditionally waives any right it may have to:






	 	16.6.1	 	sue any Vendor or Optionholder for misrepresentation, whether in equity, tort or
under the Misrepresentation Act 1967, in respect of any non-fraudulent
misrepresentation, whether or not contained in this Agreement; or
	 
	 	16.6.2	 	rescind this Agreement for any non-fraudulent misrepresentation, whether or not
contained in this Agreement, or to terminate this Agreement for any other reason.






	16.7	 	The Purchaser’s sole remedy in respect of:






	 	16.7.1	 	any misrepresentation of the kind referred to in clause 16.6.1 (if and to the extent
that such misrepresentation constitutes a breach of the Warranties); or
	 
	 	16.7.2	 	any other breach of this Agreement including of the Warranties,






	 	 	shall be an action for breach of contract under the terms of this Agreement.






	16.8	 	Nothing in clauses 16.2 to 16.6 (inclusive) shall limit or exclude any liability of any
Vendor or Optionholder for fraud.






	16.9	 	Each of the Vendors and each of the Optionholders waives any rights of pre-emption over the
Shares conferred on him or held by him either by virtue of the Company’s Articles of
Association or by express agreement or otherwise.






	16.10	 	Each Party shall pay his or its own costs and expenses of and incidental to the negotiation,
preparation, execution and implementation by it of this Agreement, of each document referred
to in it and the sale and purchase of the Shares.




28









 












	16.11	 	This Agreement shall, as to any of its provisions remaining to be performed or capable of
having or taking effect following Completion, remain in full force and effect notwithstanding
Completion.






	16.12	 	Unless expressly provided otherwise, all warranties, undertakings, covenants, agreements and
obligations made, given or entered into in this Agreement by more than one person are given or
entered into severally and not jointly and severally.






	16.13	 	The failure or delay of one party at any time or times to require performance of any
provision of this Agreement shall not affect its right to enforce such provision at a later
time.






	16.14	 	No waiver by a party of any condition or of the breach of any term, covenant,
representation, warranty or undertaking contained in this Agreement, whether by conduct or
otherwise, in any one or more instances shall be deemed to be or construed as a further or
continuing waiver of any such condition or breach or a waiver of any other condition or of the
breach of any other term, covenant, representation, warranty or undertaking in this Agreement.






	16.15	 	Any liability to the Purchaser under this Agreement may in whole or in part be released,
compounded or compromised and time or indulgence may be given by the Purchaser in its absolute
discretion as regards any Party under such liability without in any way prejudicing or
affecting its rights against any other Party under the same or a like liability, whether joint
and several or otherwise.






	16.16	 	This Agreement or any of the documents referred to in it may be amended, varied, superseded
or cancelled and any of its terms, covenants, representations, warranties, undertakings or
conditions may be waived only by an instrument in writing signed by (or by some person duly
authorised by) each of the Parties or, in the case of a waiver, by the Party waiving
compliance.






	16.17	 	Any times, dates or periods specified in this Agreement or any of the documents referred to
in it may be amended in accordance with Clause 16.16. Time shall, however, be of the essence
of this Agreement and any of the documents referred to in it, both as regards times, dates and
periods specified in this Agreement or any of the documents referred to in it and as to any
times, dates or periods that may by agreement between the Parties be substituted for any of
them.






	16.18	 	If any provision of this Agreement shall be found by any court or administrative body of
competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability
shall not affect the other provisions of this Agreement which shall remain in full force and
effect.






	16.19	 	All amounts due under this Agreement shall be paid in full without any deduction or
withholding other than as required by law and no party shall be entitled to assert any credit,
set-off or counterclaim against any other party in order to justify withholding payment of any
such amount in whole or in part.






	16.20	 	Any remedy or right conferred upon the Purchaser under, or pursuant to, this Agreement shall
be in addition, and without prejudice, to all other rights and remedies otherwise available to
it at law.




29









 












	16.21	 	This Agreement is drawn up in the English language. If this Agreement is translated into
another language, the English language text shall in any event prevail.






	16.22	 	This Agreement may be executed in any number of counterparts, each of which, when executed
and delivered, shall be an original, and all the counterparts together shall constitute one
and the same instrument.






	17.	 	Notices






	17.1	 	Any notice or other communication given under this Agreement shall be in writing and signed
by or on behalf of the Party giving it and given, together with any accompanying papers, in
English and shall be served by delivering it personally (including by courier) or sending it
by pre-paid recorded delivery or registered post or fax to the address and for the attention
of the relevant Party set out in Clause 17.2 (or as otherwise notified by that Party under
this Agreement). Any such notice shall be deemed to have been received:
	 
	17.2	 	if delivered personally, at the time of delivery;






	17.3	 	in the case of pre-paid recorded delivery or registered post, 48 hours from the date of
posting;
	 
	17.4	 	in the case of fax, at the time of transmission
	 
	 	 	provided that if deemed receipt (but for this proviso) would have occurred before 9 a.m. on
a Business Day the notice shall be deemed to have been received at 9 a.m. on that day, and
if deemed receipt (but for this proviso) would have occurred after 5 p.m. on a Business
Day, or on a day which is not a Business Day, the notice shall be deemed to have been
received at 9 a.m. on the next Business Day. For the purpose of this Clause, “Business Day”
means any day which is not a Saturday, a Sunday or a public holiday in the place at or to
which the notice is left or sent.






	17.5	 	The addresses and fax numbers of the Parties for the purposes of Clause 17.1 are:
	 
	 	 	In the case of the Vendors and the Optionholders, their respective addresses set out in
Schedule 1
	 
	 	 	with a copy (which shall not constitute notice to the Vendors) to:
	 
	 	 	Pitmans

Anchorage House

34 Bridge Street

Reading RG1 2LU
	 
	 	 	For the attention of John Hutchinson
	 
	 	 	Fax Number 0118 9509409
	 
	 	 	Purchaser:




30









 






	 	 	LOUD Technologies Inc.

16220 Wood-Red Rd., N.E.

Woodinville, Washington 98072
	 
	 	 	For the attention of: Chief Executive Officer
	 
	 	 	Fax number: (425) 483-1801
	 
	 	 	with copies to (which shall not constitute notice to Purchaser):
	 
	 	 	Sun Capital Partners Group, Inc.

5200 Town Center Circle, Suite 470

Boca Raton, Florida 33486
	 
	 	 	For the attention of: Jason H. Neimark, Scott Edwards and C. Deryl Couch
	 
	 	 	Fax number: (561) 394-0540
	 
	 	 	and:
	 
	 	 	Kirkland & Ellis LLP

200 East Randolph Drive

Chicago, Illinois 60601
	 
	 	 	For the attention of: Douglas C. Gessner, P.C.
	 
	 	 	Fax number: (312) 861-2200
	 
	 	 	and:
	 
	 	 	Kirkland & Ellis International LLP

30 St Mary Axe

London EC3A 8AF
	 
	 	 	For the attention of: John Van de North
	 
	 	 	Fax number: +44 (0) 20 7469 2001
	 
	 	 	or such other address or fax number in the United Kingdom as may be notified in writing from
time to time by the relevant Party to the other Parties for the purposes of this Clause.
	 
	17.6	 	In proving such service it shall be sufficient to prove that the envelope containing such
notice was addressed to the address of the relevant Party set out in Clause 17.2 (or as
otherwise notified by that Party under this Agreement) and delivered either to that address or
into the custody of the postal authorities as a pre-paid recorded delivery or registered post
letter, or that the notice was transmitted by fax to the fax number of the relevant Party set
out in Clause 17.2 (or as otherwise notified by that Party under this Agreement) .
	 
	17.7	 	Notice given under this Agreement shall not be validly served if sent by e-mail.




31









 






	18.	 	Governing law and jurisdiction
	 
	18.1	 	This Agreement shall be governed by and construed in accordance with the laws of England.






	18.2	 	The Parties irrevocably submit to the non-exclusive jurisdiction of the courts of England and
Wales as regards any claim, dispute or matter arising out of or relating to this Agreement or
any of the documents to be executed pursuant to this Agreement and acknowledge that disputes
may be referred to resolution by arbitration upon mutual agreement of the Parties.






	18.3	 	Each Party irrevocably consents to any process in any legal action or proceedings arising out
of or in connection with this Agreement being served on it in accordance with the provisions
of this Agreement relating to service of notices. Nothing contained in this Agreement shall
affect the right to serve process in any other manner permitted by law.






	18.4	 	The Guarantor irrevocably appoints the Purchaser as its agent to receive on its behalf in
England service on any proceedings arising out of or in connection with this Agreement. Such
service shall be deemed completed on delivery to that agent (whether or not it is forwarded to
and received by the Guarantor). If for any reason that agent ceases to be able to act as agent
or no longer has an address in England, the Guarantor shall immediately appoint a substitute
and give notice to the other parties of the new agent’s name and address.




This document is intended by the Parties to be a deed. It shall be presumed to be delivered and
take effect as a deed only when (and not before) it is dated. The Parties confirm that they have
authorised their respective solicitors to deliver it on their behalf.



Executed as a deed and delivered on the date set out at the head of this Agreement.





32









 






EXECUTION COPY





	 	 	 	 	 	 	 
	EXECUTED and delivered as a deed of	 	)	 	 
	GRACE ACQUISITIONCO LIMITED	 	)	 	 
	acting by	 	)	 	 
	and	 	)	 	 
	 
	 	 	 	 	 	 
	 
	 	Director	 	 	 	Jason Neimark
	 
	 	 	 	 	 	 
	 
	 	Director/Secretary	 	 	 	Scott Edwards
	 
	 	 	 	 	 	 
	EXECUTED and delivered as a deed of	 	)	 	 
	LOUD TECHNOLOGIES, INC	 	)	 	 
	acting by	 	)	 	 
	and	 	)	 	 
	 
	 	 	 	 	 	 
	 
	 	Vice President	 	 	 	Tim O’Neil
	 
	 	 	 	 	 	 
	 
	 	Vice President	 	 	 	Shawn Powers
	 
	 	 	 	 	 	Senior Vice President of Operations
	 
	 	 	 	 	 	 
	EXECUTED and delivered as a deed of	 	)	 	 
	Baronsmead VCT Plc	 	)	 	 
	acting by	 	)

)	 	 
	 
	 	 	 	 	 	 
	 
	 	Authorised Signatory	 	 	 	Martin Robertson
	 
	 	 	 	 	 	 
	EXECUTED and delivered as a deed of	 	)	 	 
	Baronsmead VCT 2 Plc	 	)	 	 
	acting by	 	)	 	 
	 
	 	 	 	)	 	 
	 
	 	 	 	 	 	 
	 
	 	Authorised Signatory	 	 	 	Martin Robertson
	 
	 	 	 	 	 	 
	EXECUTED and delivered as a deed of	 	)	 	 
	Baronsmead VCT 3 Plc	 	)	 	 
	acting by	 	)	 	 
	 
	 	 	 	)	 	 
	 
	 	 	 	 	 	 
	 
	 	Authorised Signatory	 	 	 	Martin Robertson






 









 






	 	 	 	 	 	 	 
	EXECUTED and delivered as a deed of	 	)	 	 
	Baronsmead VCT 4 Plc	 	)	 	 
	acting by	 	)	 	 
	and	 	)	 	 
	 
	 	 	 	 	 	 
	 
	 	Authorised Signatory	 	 	 	Martin Robertson
	 
	 	 	 	 	 	 
	SIGNED and delivered as a deed by	 	)	 	 
	David Norman Bissett-Powell	 	)	 	David Norman Bissett-Powell
	in the presence of:	 	)	 	 
	 
	 	 	 	 	 	 
	Witness:
	 	Signature:	 	 	 	John Hutchinson
	 
	 	 	 	 	 	 
	 
	 	Name:	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	Address:	 	 	 	47 Castle Street, Reading
	 
	 	 	 	 	 	 
	 
	 	Occupation:	 	 	 	Solicitor
	 
	 	 	 	 	 	 
	SIGNED and delivered as a deed by	 	)	 	 
	Anthony James Taylor	 	)	 	Anthony James Taylor
	in the presence of:	 	)	 	 
	 
	 	 	 	 	 	 
	Witness:
	 	Signature:	 	 	 	John Hutchinson
	 
	 	 	 	 	 	 
	 
	 	Name:	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	Address:	 	 	 	47 Castle Street, Reading
	 
	 	 	 	 	 	 
	 
	 	Occupation:	 	 	 	Solicitor






 









 






	 	 	 	 	 	 	 
	SIGNED and delivered as a deed by	 	)	 	 
	Robert Beau Grant Lingfield	 	)	 	Robert Beau Grant Lingfield
	in the presence of:	 	)	 	 
	 
	 	 	 	 	 	 
	Witness:
	 	Signature:	 	 	 	John Hutchinson
	 
	 	 	 	 	 	 
	 
	 	Name:	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	Address:	 	 	 	47 Castle Street, Reading
	 
	 	 	 	 	 	 
	 
	 	Occupation:	 	 	 	Solicitor
	 
	 	 	 	 	 	 
	SIGNED and delivered as a deed by	 	)	 	 
	William Trenfield Webb	 	)	 	William Trenfield Webb
	in the presence of:	 	)	 	 
	 
	 	 	 	 	 	 
	Witness:
	 	Signature:	 	 	 	John Hutchinson
	 
	 	 	 	 	 	 
	 
	 	Name:	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	Address:	 	 	 	47 Castle Street, Reading
	 
	 	 	 	 	 	 
	 
	 	Occupation:	 	 	 	Solicitor
	 
	 	 	 	 	 	 
	SIGNED and delivered as a deed by	 	)	 	 
	Anthony Henry Allen	 	)	 	Anthony Henry Allen
	in the presence of:	 	)	 	 
	 
	 	 	 	 	 	 
	Witness:
	 	Signature:	 	 	 	John Hutchinson
	 
	 	 	 	 	 	 
	 
	 	Name:	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	Address:	 	 	 	47 Castle Street, Reading
	 
	 	 	 	 	 	 
	 
	 	Occupation:	 	 	 	Solicitor
	 
	 	 	 	 	 	 
	SIGNED and delivered as a deed by	 	)	 	 
	Paul Ryder	 	)	 	Paul Ryder
	in the presence of:	 	)	 	 
	 
	 	 	 	 	 	 
	Witness:
	 	Signature:	 	 	 	John Hutchinson






 









 







	 	 	 	 	 	 	 
	 
	 	Name:	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	Address:	 	 	 	47 Castle Street, Reading
	 
	 	 	 	 	 	 
	 
	 	Occupation:	 	 	 	Solicitor
	 
	 	 	 	 	 	 
	SIGNED and delivered as a deed by	 	)	 	 
	Jason Daniel Baird	 	)	 	David Norman Bissett-Powell 
	in the presence of:	 	)	 	(as his lawful attorney)
	 
	 	 	 	 	 	 
	Witness:
	 	Signature:	 	 	 	John Hutchinson
	 
	 	 	 	 	 	 
	 
	 	Name:	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	Address:	 	 	 	47 Castle Street, Reading
	 
	 	 	 	 	 	 
	 
	 	Occupation:	 	 	 	Solicitor
	 
	 	 	 	 	 	 
	SIGNED and delivered as a deed by	 	)	 	 
	Robert Hofkamp	 	)	 	David Bissett-Powell
	in the presence of:	 	)	 	(as his lawful attorney)
	 
	 	 	 	 	 	 
	Witness:
	 	Signature:	 	 	 	John Hutchinson
	 
	 	 	 	 	 	 
	 
	 	Name:	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	Address:	 	 	 	47 Castle Street, Reading
	 
	 	 	 	 	 	 
	 
	 	Occupation:	 	 	 	Solicitor
	 
	 	 	 	 	 	 
	SIGNED and delivered as a deed by	 	)	 	 
	Martin William Kelly	 	)	 	David Bissett-Powell
	in the presence of:	 	)	 	(as his lawful attorney)
	 
	 	 	 	 	 	 
	Witness:
	 	Signature:	 	 	 	John Hutchinson
	 
	 	 	 	 	 	 
	 
	 	Name:	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	Address:	 	 	 	47 Castle Street, Reading
	 
	 	 	 	 	 	 
	 
	 	Occupation:	 	 	 	Solicitor






 









 







	 	 	 	 	 	 	 
	SIGNED and delivered as a deed by	 	)	 	 
	Ambrose Thompson	 	)	 	David Bissett-Powell
	in the presence of:	 	)	 	(as his lawful attorney)
	 
	 	 	 	 	 	 
	Witness:
	 	Signature:	 	 	 	John Hutchinson
	 
	 	 	 	 	 	 
	 
	 	Name:	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	Address:	 	 	 	47 Castle Street, Reading
	 
	 	 	 	 	 	 
	 
	 	Occupation:	 	 	 	Solicitor
	 
	 	 	 	 	 	 
	SIGNED and delivered as a deed by	 	)	 	 
	Simon Neil Bull	 	)	 	David Bissett-Powell
	in the presence of:	 	)	 	(as his lawful attorney)
	 
	 	 	 	 	 	 
	Witness:
	 	Signature:	 	 	 	John Hutchinson
	 
	 	 	 	 	 	 
	 
	 	Name:	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	Address:	 	 	 	47 Castle Street, Reading
	 
	 	 	 	 	 	 
	 
	 	Occupation:	 	 	 	Solicitor
	 
	 	 	 	 	 	 
	SIGNED and delivered as a deed by	 	)	 	 
	Peter Henry Child	 	)	 	David Bissett-Powell
	in the presence of:	 	)	 	(as his lawful attorney)
	 
	 	 	 	 	 	 
	Witness:
	 	Signature:	 	 	 	John Hutchinson
	 
	 	 	 	 	 	 
	 
	 	Name:	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	Address:	 	 	 	47 Castle Street, Reading
	 
	 	 	 	 	 	 
	 
	 	Occupation:	 	 	 	Solicitor






 









 







	 	 	 	 	 	 	 
	SIGNED and delivered as a deed by	 	)	 	 
	Maureen Hayes	 	)	 	David Bissett-Powell
	in the presence of:	 	)	 	(as her lawful attorney)
	 
	 	 	 	 	 	 
	Witness:
	 	Signature:	 	 	 	John Hutchinson
	 
	 	 	 	 	 	 
	 
	 	Name:	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	Address:	 	 	 	47 Castle Street, Reading
	 
	 	 	 	 	 	 
	 
	 	Occupation:	 	 	 	Solicitor
	 
	 	 	 	 	 	 
	SIGNED and delivered as a deed by	 	)	 	 
	Tiffany Michaela Green	 	)	 	David Bissett-Powell
	in the presence of:	 	)	 	(as her lawful attorney)
	 
	 	 	 	 	 	 
	Witness:
	 	Signature:	 	 	 	John Hutchinson
	 
	 	 	 	 	 	 
	 
	 	Name:	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	Address:	 	 	 	47 Castle Street, Reading
	 
	 	 	 	 	 	 
	 
	 	Occupation:	 	 	 	Solicitor
	 
	 	 	 	 	 	 
	SIGNED and delivered as a deed by	 	)	 	 
	James Vernon Cousins	 	)	 	Anthony James Taylor
	in the presence of:	 	)	 	(as his lawful attorney)
	 
	 	 	 	 	 	 
	Witness:
	 	Signature:	 	 	 	John Hutchinson
	 
	 	 	 	 	 	 
	 
	 	Name:	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	Address:	 	 	 	47 Castle Street, Reading
	 
	 	 	 	 	 	 
	 
	 	Occupation:	 	 	 	Solicitor






 









 







	 	 	 	 	 	 	 
	SIGNED and delivered as a deed by	 	)	 	 
	Andrew James Nevitt	 	)	 	Anthony James Taylor
	in the presence of:	 	)	 	(as his lawful attorney)
	 
	 	 	 	 	 	 
	Witness:
	 	Signature:	 	 	 	John Hutchinson
	 
	 	 	 	 	 	 
	 
	 	Name:	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	Address:	 	 	 	47 Castle Street, Reading
	 
	 	 	 	 	 	 
	 
	 	Occupation:	 	 	 	Solicitor
	 
	 	 	 	 	 	 
	SIGNED and delivered as a deed by	 	)	 	 
	Peter Jonathan Glynne Owen	 	)	 	Anthony James Taylor
	in the presence of:	 	)	 	(as his lawful attorney)
	 
	 	 	 	 	 	 
	Witness:
	 	Signature:	 	 	 	John Hutchinson
	 
	 	 	 	 	 	 
	 
	 	Name:	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	Address:	 	 	 	47 Castle Street, Reading
	 
	 	 	 	 	 	 
	 
	 	Occupation:	 	 	 	Solicitor
	 
	 	 	 	 	 	 
	SIGNED and delivered as a deed by	 	)	 	 
	Sonia Shortland	 	)	 	Anthony James Taylor
	in the presence of:	 	)	 	(as her lawful attorney)
	 
	 	 	 	 	 	 
	Witness:
	 	Signature:	 	 	 	John Hutchinson
	 
	 	 	 	 	 	 
	 
	 	Name:	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	Address:	 	 	 	47 Castle Street, Reading
	 
	 	 	 	 	 	 
	 
	 	Occupation:	 	 	 	Solicitor






 









 






	 	 	 	 	 	 	 
	SIGNED and delivered as a deed by	 	)	 	 
	Rodney Short	 	)	 	Anthony James Taylor
	in the presence of:	 	)	 	(as his lawful attorney)
	 
	 	 	 	 	 	 
	Witness:
	 	Signature:	 	 	 	John Hutchinson
	 
	 	 	 	 	 	 
	 
	 	Name:	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	Address:	 	 	 	47 Castle Street, Reading
	 
	 	 	 	 	 	 
	 
	 	Occupation:	 	 	 	Solicitor
	 
	 	 	 	 	 	 
	SIGNED and delivered as a deed by	 	)	 	 
	Bradley Scott Watson	 	)	 	Anthony James Taylor
	in the presence of:	 	)	 	(as his lawful attorney)
	 
	 	 	 	 	 	 
	Witness:
	 	Signature:	 	 	 	John Hutchinson
	 
	 	 	 	 	 	 
	 
	 	Name:	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	Address:	 	 	 	47 Castle Street, Reading
	 
	 	 	 	 	 	 
	 
	 	Occupation:	 	 	 	Solicitor
	 
	 	 	 	 	 	 
	SIGNED and delivered as a deed by	 	)	 	 
	Colin Arthur Lawrence	 	)	 	Anthony James Taylor
	in the presence of:	 	)	 	(as his lawful attorney)
	 
	 	 	 	 	 	 
	Witness:
	 	Signature:	 	 	 	John Hutchinson
	 
	 	 	 	 	 	 
	 
	 	Name:	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	Address:	 	 	 	47 Castle Street, Reading
	 
	 	 	 	 	 	 
	 
	 	Occupation:	 	 	 	Solicitor






 









 







	 	 	 	 	 	 	 
	SIGNED and delivered as a deed by	 	)	 	 
	Maureen Catherine Bissett-Powell	 	)	 	David Bissett-Powell
	in the presence of:	 	)	 	(as her lawful attorney)
	 
	 	 	 	 	 	 
	Witness:
	 	Signature:	 	 	 	John Hutchinson
	 
	 	 	 	 	 	 
	 
	 	Name:	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	Address:	 	 	 	47 Castle Street, Reading
	 
	 	 	 	 	 	 
	 
	 	Occupation:	 	 	 	Solicitor
	 
	 	 	 	 	 	 
	SIGNED and delivered as a deed by	 	)	 	 
	Lisa Paula Taylor	 	)	 	Anthony James Taylor
	in the presence of:	 	)	 	(as her lawful attorney)
	 
	 	 	 	 	 	 
	Witness:
	 	Signature:	 	 	 	John Hutchinson
	 
	 	 	 	 	 	 
	 
	 	Name:	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	Address:	 	 	 	47 Castle Street, Reading
	 
	 	 	 	 	 	 
	 
	 	Occupation:	 	 	 	Solicitor
	 
	 	 	 	 	 	 
	SIGNED and delivered as a deed by	 	)	 	 
	Elaine Allen	 	)	 	Anthony Henry Allen
	in the presence of:	 	)	 	(as his lawful attorney)
	 
	 	 	 	 	 	 
	Witness:
	 	Signature:	 	 	 	John Hutchinson
	 
	 	 	 	 	 	 
	 
	 	Name:	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	Address:	 	 	 	47 Castle Street, Reading
	 
	 	 	 	 	 	 
	 
	 	Occupation:	 	 	 	Solicitor