DATED August 13, 2021 ------------ Share purchase agreement between Keith Halford and

(1)

Keith John Halford of Elmgarth Moulton Lane Boughton Northampton NN2 8RG (Seller)

(2)

Marygold & Co. (UK) Limited incorporated and registered in England and Wales with company number 13543393 whose registered office is at Tmrw Hub @ Davis House Robert Street Croydon United Kingdom CR0 1QQ (Buyer)

(A)

The Company is a private company limited by shares incorporated in England and Wales.

(B)

The Company has an issued share capital of £600.00 divided into 400 A Ordinary Shares, 100 B Ordinary Shares all of the preceding shares of £1.00 each and 1 S Ordinary Shares of £100.00 each all of which are issued and fully paid.

(C)

Further particulars of the Company at the date of this agreement are set out in Schedule 3..

(D)

The Seller is the owner, or are otherwise able to procure the transfer, of the legal and beneficial title to the number of Sale Shares.

(E)

The Seller has agreed to sell and the Buyer has agreed to buy the Sale Shares subject to the terms and conditions of this agreement.

1.

Interpretation

1.1

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

a.

by the Regulatory Authority to its rules and guidance that in the reasonable opinion of the Buyer makes the operation of the business by the Company more onerous than it is at the date of this agreement; or

b.

by the HMRC that in the reasonable opinion of the Buyer make the operation of the business by the Company more onerous that it is at the date of this agreement.

1.2

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

1.3

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

1.4

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

1.5

A reference to this agreement or any other agreement or document referred to in this agreement, is a reference to this agreement or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of this agreement) from time to time.

1.6

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

1.7

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

1.8

A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.9

This agreement shall be binding on and enure to the benefit of, the parties to this agreement and their respective personal representatives, successors and permitted assigns, and references to a party shall include that party's personal representatives, successors and permitted assigns.

1.10

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

1.11

A reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the CA 2006

1.12

Unless expressly provided otherwise in this agreement, a reference to writing or written includes email.

1.13

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

1.14

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

1.15

Unless the context requires otherwise, a reference to any statute or statutory provision includes:

(a)

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

(b)

any previous statute or statutory provision which it has superseded or re-enacted (with or without modification); and

(c)

all subordinate legislation made from time to time under that statute or statutory provision and which is in force at the date of this agreement.

1.16

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

2.

Conditions precedent

2.1

Completion is subject to and conditional upon the Condition being satisfied before 6.00pm on the Longstop Date.

2.2

If the Condition is not fully satisfied, then except as provided in clause 2.3, this agreement shall automatically terminate with immediate effect at 6.00pm on the Longstop Date.

2.3

If this agreement terminates in accordance with clause 2.2 it will immediately cease to have any further force and effect except for:

(a)

any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination each of which shall remain in full force and effect; and

(b)

any rights, remedies, obligations or liabilities of the parties that have accrued before termination.

2.4

The Seller and the Buyer shall use all reasonable endeavours to procure (so far as it lies within their respective powers so to do) that the Condition satisfied as soon as practicable.

2.5

The Buyer and the Seller shall co-operate fully in all actions necessary to procure the satisfaction of the Condition including (but not limited to) the provision by the parties of all information reasonably necessary to make any notification or filing required by any relevant authority, keeping the other party informed of the progress of any notification or filing and providing such other assistance as may reasonably be required.

2.6

At all times during the Interim Period, the Seller shall comply with the undertakings and obligations set out in Part 2 of Schedule 2.

2.7

In the event of a Material Adverse Tax Change the Seller shall be entitled to withdraw from this agreement immediately upon written notice to the Buyer.

2.8

In the event of a Material Adverse Change the Buyer shall be entitled to withdraw from this agreement immediately upon written notice to the Seller.

2.9

In the event of a termination of this agreement in accordance with either clause 2.7 or 2.8 the parties shall be treated as if they had not entered into this agreement and shall have no liability to the other party in respect of any terms of this agreement.

3.

Sale and purchase

3.1

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

3.2

The Seller waives any rights of pre-emption or other restrictions on transfer in respect of the Sale Shares (or any of them) conferred by the Company's articles of association or otherwise and shall, before the Completion Date, procure the irrevocable waiver of any such rights or restrictions conferred on any other person who is not a party to this agreement.

3.3

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

4.

Purchase Price

4.1

The total consideration for the sale of the Sale Shares is:-

(a)

the Initial Consideration;

(b)

an amount equal to the Completion Net Current Assets;

(c)

the Prepayments;

(d)

the Deferred Consideration.

4.2

At Completion the Buyer shall pay to the Seller in the manner described in clause 4.3:

(a)

the Initial Consideration;

(b)

the Prepayments; and

(c)

the Estimated Completion Net Current Assets.

4.3

All payments to be made to the Seller under this agreement shall be made in sterling by electronic transfer of immediately available funds to the Seller's Solicitors (who are irrevocably authorised by the Seller to receive the same). Payment in accordance with this clause shall be a good and valid discharge of the Buyer's obligations to pay the sum in question, and the Buyer shall not be concerned to see the application of the monies so paid.

4.4

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

(a)

Claim; or

(b)

Indemnity Claim; or

(c)

claim under the Tax Covenant.

4.5

The Purchase Price shall be apportioned between the Sale Shares pro rata to the number of such Sale Shares.

5.

Completion

5.1

Completion shall take place on the Completion Date at the offices of the Buyer's Solicitors or at such other place as is agreed by the parties in writing.

5.2

The Completion Date shall be:

(a)

the tenth Business Day after the Condition have been fully satisfied (or waived); or

(b)

any other date agreed by the Seller and the Buyer in writing.

5.3

At the Completion Date:

(a)

the Seller shall:

(i)

deliver or cause to be delivered to the Buyer the items listed in paragraph 1 of Schedule 4;

(ii)

procure that a board meeting of the Company is held at which the matters set out in paragraph 2 of Schedule 4 are carried out; and

(iii)

deliver any other documents referred to in this agreement as being required to be delivered by the Seller at Completion; and

(b)

the Buyer shall (subject to the Seller complying with their obligations in clause 5.3(a)) pay the Initial Consideration, the Prepayments and the Estimated Completion Net Current Assets in accordance with clause 4.2 and deliver to the Seller:

(i)

a signed acknowledgement of the Disclosure Letter; and

(ii)

a certified copy of the resolutions, in agreed form, passed by the Buyer's shareholders approving the Transaction; and

(iii)

a certified copy of the resolutions, in agreed form, of the Buyer's board of directors approving the Transaction and the execution and delivery of the Transaction Documents to be delivered by the Buyer at Completion.

5.4

Immediately Completion and after the matters set out above have taken place (and for the avoidance of doubt after beneficial interest in the Sale Shares has transferred to the Buyer):-

(i)

the Buyer shall procure that the Company shall (calculated from the financial information available to the parties at that date (including the latest management accounts then available in accordance with paragraph 1.6 of Part 1 of Schedule 2)) declare and pay to the Buyer a dividend of the maximum amount permitted by CA 2006 less the Regulatory Cash (or such other sum as may be agreed by the Seller and the Buyer prior to Completion) (Cash Deposit) in the form of the board minutes in the agreed form;

(ii)

the Buyer shall execute and deliver to the Seller the Charge Over Bank Account in respect of the Cash Deposit.

5.5

Completion shall only take place on the basis that all the matters set out in clauses 5.2 and 5.3 take place as set out in clauses 5.2 and 5.3. If either party does not or cannot comply with its obligation in any material respect, the other party may without prejudice to any other rights or remedies it has terminate this agreement by notice in writing to the Seller (in which case clause 2.3 shall apply).

6.

Completion Accounts

6.1

The parties shall procure that the Completion Accounts and the Completion Net Current Assets Statement are prepared and agreed or determined (as the case may be) in accordance with the Schedule 9.

6.2

Following agreement or determination of the Completion Accounts and the Completion Net Current Assets Statement:-

(a)

if the amount of the Completion Net Current Assets is greater than the Estimated Completion Net Current Assets the Buyer shall pay to the Seller on or before the Adjustment Date an amount equal to the difference between the Completion Net Current Assets and the Estimated Completion Net Current Assets; or

(b)

if the amount of the Completion Net Current Assets is less than the Estimated Completion Net Current Assets, the Seller shall pay to the Buyer on or before the Adjustment Date an amount equal to the shortfall.

6.3

Any payment due to the Seller under this clause shall be made in accordance with clause 4.3.

6.4

Any payment due to the Buyer under this clause shall be made by electronic transfer to such account of the Buyer or the Buyer’s Solicitors as is notified to the Seller by or on behalf of the Buyer no later than 2 Business Days before the Adjustment Date.

7.

Deferred Consideration

7.1

The Deferred Consideration shall be calculated in accordance with the terms of Schedule 1.

7.2

The Deferred Consideration shall be paid as follows:

(a)

The sum of £500,000.00 shall be paid by the Buyer to the Seller in the manner described in clause 4.3 hereto on the first anniversary of the Completion Date (‘First Anniversary Payment’); and

(b)

After the second anniversary of the Completion Date and in accordance with paragraph 2.3 of Schedule 1 if: -

(i)

The Balancing Payment is greater than zero the Buyer shall pay to the Seller the Balancing Payment in a manner consistent with clause 4.3 hereto; or

(ii)

The Balancing Payment is zero neither party shall make a payment to the other; or

(iii)

The Balancing Payment is less than zero the Seller shall pay to the Buyer the Balancing Payment immediately to an account notified to the Seller by the Buyer subject to a maximum payment pursuant to this clause of £1,000,000.

7.3

During the period of two years from Completion the Buyer will comply with the obligations in paragraph 4 of Schedule 1.

8.

Warranties

8.1

The Seller acknowledges that the Buyer is entering into this agreement on the basis of, and in reliance on, the Warranties.

8.2

The Seller warrants to the Buyer that except as Disclosed, each Warranty is true, accurate and not misleading as at the date of this agreement.

8.3

The Seller further warrants to the Buyer that each of the Warranties will be true, accurate and not misleading throughout the Interim Period. For this purpose, each of the Warranties shall be deemed to be repeated on each day of the Interim Period by reference to the facts and circumstances then subsisting. Any reference made to the date of this agreement (whether express or implied) in relation to any Warranty shall be construed, in connection with the repetition of the Warranties, as a reference to the date of such repetition.

8.4

The Seller shall not (and shall procure that neither the Company shall) do anything during the Interim Period that would be inconsistent with any term of this agreement including any of the Warranties, or cause any Warranty to be untrue, inaccurate or misleading.

8.5

If at any time during the Interim Period the Seller becomes aware of a fact or circumstance which constitutes (or which is reasonably expected to constitute) a breach of Warranty, or which would cause (or is reasonably expected to cause) a Warranty to be untrue, inaccurate or misleading, it shall promptly:

(a)

notify the Buyer in writing of the relevant fact or circumstance in sufficient detail to enable the Buyer to make an accurate assessment of the situation; and

(b)

if requested by the Buyer, use its best endeavours to remedy or prevent (as the case may be) the notified breach or anticipated breach.

8.6

If at any time during the Interim Period it becomes apparent that a Warranty has been breached in any material respect, is untrue, inaccurate or misleading in any material respect, or that the Seller has breached any other term of this agreement that is material to the Transaction (including any of the Seller's obligations and undertakings in Part 2 of Schedule 2) the Buyer may (at its sole discretion and without prejudice to any other rights or remedies it has, including the right to claim damages for breach of this agreement):

(a)

terminate this agreement by notice in writing to the Seller (in which case clause 2.3 shall apply); or

(b)

proceed to Completion.

8.7

For the purposes of clause 8.5 "material" shall be deemed to refer to facts, matters or circumstances which in aggregate, result in a diminution in value of the Sale Shares and/or are reasonably likely to involve aggregate liabilities for the Company in excess of £5,000.

8.8

Warranties qualified by the expression so far as the Seller is aware or any similar expression are deemed to be given to the best of the knowledge, information and belief of the Seller after he has made due and careful enquiries.

8.9

Each of the Warranties is separate and, unless otherwise specifically provided, is not limited by reference to any other Warranty or any other provision in this agreement.

8.10

Except for the matters Disclosed, no information of which the Buyer (or any of its agents or advisers) has knowledge (in each case whether actual, constructive or imputed), or which could have been discovered (whether by investigation made by the Buyer or on its behalf), shall prejudice or prevent any Claim or reduce the amount recoverable under any Claim.

8.11

The Seller agrees that the supply of any information by or on behalf of the Company or any of its employees, directors, agents or officers (Officers) to the Seller or his advisers in connection with the Warranties, the Disclosure Letter or otherwise shall not constitute a warranty, representation or guarantee as to the accuracy of such information in favour of the Seller. The Seller unconditionally and irrevocably waives all and any rights and claims that he may have against any of the Company or the Officers on whom he has, or may have, relied in connection with the preparation of the Disclosure Letter, or agreeing the terms of this agreement, and further undertakes to the Buyer, the Company and the Officers not to make any such claims.

8.12

For the avoidance of doubt, the Buyer's rights and remedies in respect of any Claim or claim under the Tax Covenant shall not be affected by Completion.

9.

Limitations on claims

9.1

Save as provided in clause 9.7, this clause 9 limits the liability of the Seller in relation to any Claim and, where expressly provided, any Indemnity Claim and any claim under the Tax Covenant.

9.2

The aggregate liability of the Seller for all Claims, all Indemnity Claims and all claims under the Tax Covenant shall not exceed an amount equal to the Purchase Price.

9.3

The Seller shall not be liable for a Claim unless:

(a)

the Seller's liability in respect of such Claim (together with any connected Claims) exceeds £1,000.00; and

(b)

the amount of the Seller's liability in respect of such Claim, either individually or when aggregated with their liability for all other Claims (other than those excluded under clause 9.3(a)), exceeds £20,000.00, in which case the Seller shall be liable for the whole amount of the Claim and not just the amount above the threshold specified in this clause 9.3(b).

9.4

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

(a)

in the case of a Claim for breach of the Tax Warranties, on or before the seventh anniversary of the Completion Date; or

(b)

in the case of a claim for breach of any other Warranties, within the period of 2 years commencing on the Completion Date; or

(c)

in the case of an Indemnity Claim, within the period of 3 years commencing on the Completion Date

9.5

The Seller shall have no liability in respect of a Claim or an Indemnity Claim if and to the extent that such Claim or Indemnity Claim is based upon a contingent liability unless and until such liability becomes an actual liability.

9.6

The Seller shall not be liable for a Claim if and to the extent that the Claim:

(a)

arises from facts, events or circumstances that have been Disclosed;

(b)

relates to a matter specifically and fully provided for in the Completion Accounts.

9.7

The Seller shall not be liable in respect of any Claim or an Indemnity Claim if and to the extent that it arises, or its value is increased, as a result of a change in any law, legislation, rule or regulation (including any new law, legislation, rule or regulation) that comes into force or otherwise takes effect after Completion.

9.8

The Seller shall not be liable in respect of any Claim or Indemnity Claim if the matter or circumstance giving rise to such Claim or Indemnity Claim arises, occurs or is otherwise attributable to, or to the extent that the Seller's liability pursuant to such Claim or Indemnity Claim is increased as a result of:

(a)

any voluntary act, omission, transaction or arrangement of the Buyer or the Company (or their respective directors, employees or agents) on or after Completion except where such act, transaction, omission or arrangement was:

(i)

carried out or effected pursuant to a legally binding obligation entered into on or before the date of this agreement;

(ii)

in the ordinary course of business of the Company as carried on at Completion; or

(iii)

carried out in accordance with the rules, regulations, guidance or requirements of the Regulatory Authority.

(b)

any change in the accounting bases, policies, practices or methods applied in preparing any accounts or valuing any assets or liabilities of the Company introduced or having effect after Completion (other than to the extent such changes are necessary to comply with applicable law or generally accepted accounting principles in force at or prior to Completion).

9.9

The provisions of this clause 9.9 shall apply if the Buyer becomes aware of any dispute, claim, demand, action or proceedings between the Buyer or the Company and a third party which might reasonably be considered likely to give rise to a Claim or an Indemnity Claim (a Third Party Dispute).

(a)

In the event of a Third Party Dispute, the Buyer shall:

(i)

as soon as reasonably practicable, and in any event with 20 Business Days of the date upon which the Buyer (or any other member of the Buyer's Group) becomes aware of the Third Party Dispute give written notice of the Third Party Dispute to the Seller, specifying in reasonable detail the nature of the Third Party Dispute;

(ii)

keep the Seller fully informed of the progress of, and all material developments in relation to, the Third Party Dispute;

(iii)

provide the Seller with copies of all material information and correspondence relating to the Third Party Claim and such other information as the Seller may reasonably require;

(iv)

subject to the Seller indemnifying the Buyer in accordance with clause 9.9(b) the Buyer shall take (or cause each member of the Buyer's Group to take) such action as the Seller may reasonably request to avoid, dispute, resist, mitigate, compromise or defend the Third Party Dispute, or to appeal against any judgment given in respect of it.

(b)

The Seller shall indemnify the Buyer to its reasonable satisfaction in respect of all costs, charges and expenses that are reasonably and properly incurred by the Buyer (or any other member of the Buyer's Group) as a consequence of any actions taken at the request of the Seller in accordance with clause 9.9(a)(iv).

9.10

The Seller shall not be liable in respect of a Claim or an Indemnity Claim if and to the extent that the Buyer or the Company is entitled to recover under any policy of insurance (or would be so entitled if the Company maintained insurance cover on the same or better terms as the Company maintains at Completion) in respect of the matter or circumstance giving rise to the Claim or Indemnity Claim.

9.11

If the Buyer or the Company is at any time entitled to recover or otherwise claim reimbursement from a third party in respect of any matter or circumstance giving rise to a Claim or Indemnity Claim the following provisions shall apply:

(a)

subject to the Seller indemnifying the Buyer to the Buyer’s reasonable satisfaction in respect of all costs, charges and expenses that are reasonably and properly incurred by the Buyer (or any other member of the Buyer's Group) the Buyer shall (or shall procure that the Company shall) use all reasonable endeavours to enforce such recovery or seek such reimbursement from the relevant third party;

(b)

the liability of the Seller in respect of the related Claim or Indemnity Claim shall be reduced by the amount (if any) actually recovered from the relevant third party (less all reasonable costs, charges and expenses incurred by the Buyer or the Company in recovering that sum), or extinguished if the amount recovered exceeds the amount of the relevant Claim or Indemnity Claim; and

(c)

if the Sellers makes a payment to the Buyer in respect of a Claim or an Indemnity Claim and the Buyer or the Company subsequently recovers from a third party a sum which is referable to that Claim or Indemnity Claim, the Buyer shall promptly repay to the Seller the lower of:

(i)

the amount recovered from such third party (less all reasonable costs, charges and expenses incurred by the Buyer, the Company or the relevant Subsidiary in recovering that sum); and

(ii)

the amount paid to the Buyer by the Seller in respect of the relevant Claim or Indemnity Claim.

9.12

Neither the Buyer (nor any other member of the Buyer's Group) shall be entitled to recover damages, or obtain payment, reimbursement, restitution or indemnity more than once in respect of the same loss, shortfall, damage, deficiency, breach or other event or circumstance.

9.13

The Buyer shall (and shall cause the Company to) take all reasonable steps to avoid or mitigate any loss or liability that may give rise to a Claim or an Indemnity Claim.

9.14

Nothing in this clause 9 or Schedule 6 applies to exclude or limit the liability of the Seller:

(a)

if and to the extent that a Claim arises or is delayed as a result of dishonesty, fraud, wilful misconduct or wilful concealment by the Seller; or

(b)

for any Claim made under any of the Warranties in paragraph 1.1, paragraph 1.2, paragraph 2.2, or paragraph 2.4 of Part 1 of Schedule 5.

9.15

The Seller shall not plead the Limitation Act 1980 in respect of any claims made under the Tax Warranties or Tax Covenant.

10.

Prepayments

10.1

The Buyer shall on Completion pay the Seller:-

(a)

an amount equal to that element of the Company’s professional indemnity insurance which the Company has paid prior to Completion (being £19,017 for the period from 1^st February 2021 to 31^st January 2022) and which for the avoidance of doubt relates to the period from Completion until 31^st January 2022;

(b)

if Completion takes place after 1^st August 2021, an amount equal to that element of the Company’s FCA registration fee (being for the period from 1^st August 2021 to 31^st July 2022) which relates to the period from Completion until 31^st July 2022,

11.

Tax Covenant

12.

Indemnities

12.1

The Seller agrees to indemnify the Buyer an amount equal to :-

(a)

any fines or penalties levied on the Company and all reasonable professional costs and expenses suffered or incurred by the Company as a result of any failure by the Company prior to Completion to comply with the rules, guidance and principles of the Regulatory Authority or the ICO or its MiFID 2 Obligations;

(b)

any liability including costs interest and expenses, arising as a result of losses in relation to claims or complaints by Clients against the Company for defective advice prior to the date of this agreement that are not covered by the Company’s professional indemnity insurance (assuming the Company maintains insurance cover on the same or better terms as the Company maintains at Completion).

12.2

Where circumstances arise in relation to which paragraph 12.1 applies the Buyer shall be entitled while acting reasonably to agree to settle with a Client actual or potential complaints or claims howsoever identified, without referring the matter to the Seller but, subject to clause 12.3, this shall not affect the Buyer’s right to claim under the indemnities in clause 12.1 for such settlements.

12.3

The Buyer shall on each occasion that it settles a matter in accordance with 12.2 notify the Seller of such settlement (and the Buyer’s intention to rely on the indemnities provided in clause 12.1) within 14 days of the settlement providing him with sufficient details of the complaint or claim and the Seller shall within 14 days thereof confirm either that:

13.

Restrictions on the Seller

13.1

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

13.2

The Seller undertakes to each of the Buyer and the Company that he shall not:

(a)

at any time during the period of 60 months commencing on the Completion Date:

(i)

canvass, solicit or otherwise seek the custom of any Restricted Customer or Prospective Customer with a view to providing goods or services to them in competition with the Business; or

(ii)

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

(b)

at any time during the period of 60 months commencing on the Completion Date, have any business dealings with a Restricted Customer or a Prospective Customer in connection with the provision of goods or services to them in competition with the Business;

(c)

at any time during the period of 60 months commencing on the Completion Date, have any business dealings with, or solicit, entice or attempt to entice away, any person who is at the Completion Date, or has been at any time during the period of 36 months immediately preceding the Completion Date, a supplier of goods or services to the Company , if such dealings, solicitation or enticement causes or is reasonably likely to cause such supplier to cease supplying, or to reduce its supply of goods or services to, the Company, or to vary adversely the terms upon which it conducts business with the Company;

(d)

at any time during the period of 60 months commencing on the Completion Date, offer employment to, enter into a contract for the services of, or otherwise entice or attempt to entice away from the Company, any Restricted Person, or procure or facilitate the making of any such offer or attempt by any other person;

(e)

at any time after Completion, do or say anything which may be harmful to the reputation of the Company; or

(f)

at any time after the Completion Date, use in the course of any business:

(i)

any of the words "Tiger", “Tiger Wealth” or “Tiger Asset” or any combination thereof;

(ii)

any trade or service mark, business or domain name, design or logo which, at the Completion Date, is being or has been used by the Company in connection with the Business; or

(iii)

anything which, in the reasonable opinion of the Buyer, is capable of confusion with any of the words, marks, names, designs or logos referred to in clause 13.2(f)(i) or clause 13.2(f)(ii);

(g)

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

(i)

connected in any capacity with the Company (save in the normal course of employment or engagement by the Company if such employment or engagement continues after the Completion Date); or

(ii)

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

13.3

The undertakings in clause 13.2 are intended for the benefit of, and shall be enforceable by, each of the Buyer and the Company and shall apply to actions carried out by the Seller in any capacity (including as shareholder, partner, director, principal, consultant, officer, employee, agent or otherwise) and whether directly or indirectly, on the Seller's own behalf or on behalf of, or jointly with, any other person.

13.4

Nothing in clause 13.2 shall prevent any Seller from holding for investment purposes only:

(a)

units of any authorised unit trust; or

(b)

not more than 5% of any class of shares or securities of any company traded on a recognised investment exchange (within the meaning of the Financial Services and Markets Act 2000).

13.5

Each of the undertakings in clause 13.2 is a separate undertaking by the Seller in relation to himself and his interests and shall be enforceable by the Buyer and the Company separately and independently of their right to enforce any one or more of the other undertakings contained in that clause.

13.6

The parties acknowledge that the Seller has confidential information relating to the Business and that the Buyer is entitled to protect the goodwill of the Business as a result of buying the Sale Shares. Accordingly, each of the undertakings in clause 13.2 is considered fair and reasonable by the parties.

13.7

The undertakings in clause 13.2 shall cease to apply to the Seller and cease to be enforceable by the Buyer if either the Buyer fails to pay any of the Deferred Consideration or any sum due under clause 6 within 10 Business Days of the date for payment in accordance with this agreement or payments of salary due under the terms of either of the Employment Agreements are not paid by the Company within 5 Business Days of when they were due.

13.8

The consideration for the undertakings in clause 13.2 is included in the Purchase Price.

14.

Confidentiality and announcements

14.1

The Seller undertakes to the Buyer and the Company that he or she shall:

(a)

keep confidential the terms of this agreement and the other Transaction Documents, and all confidential information, know how or trade secrets in his knowledge or possession concerning the business, affairs, customers, clients or suppliers of the Company or any member of the Buyer's Group;

(b)

not disclose any of the information referred to in clause 14.1(a) (whether in whole or in part) to any third party, except as expressly permitted by this clause 14; and

(c)

not make any use of any of the information referred to in clause 14.1(a), other than to the extent necessary for the purpose of exercising or performing his rights and obligations under this agreement.

14.2

Nothing in this agreement shall be construed as imposing on the Buyer an obligation to keep confidential any information relating to the Company, or to restrict its use of such information, in each case after the Completion Date.

14.3

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

(a)

is or becomes generally available to the public other than as a result of its disclosure by that party (or any person to whom that party has disclosed the information in accordance with clause 14.4(a)) in breach of this agreement; or

(b)

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

14.4

The parties may disclose any information that they are otherwise required to keep confidential under this clause 14:

(a)

to any of their employees, officers, consultants, representatives or advisers who need to know such information for the purposes of advising on this agreement or facilitating the Transaction, provided that the party making the disclosure informs the recipients of the confidential nature of the information before disclosure and procures that the recipients shall, in relation to any such information disclosed to them, comply with the obligations set out in this clause 14 as if they were that party. The party making a disclosure under this clause shall, at all times, be liable for the failure of its recipients to comply with the obligations set out in this clause 14;

(b)

in the case of the Buyer only, to a proposed transferee of the Sale Shares for the purpose of evaluating the proposed transfer;

(c)

in the case of the Buyer only, to its funders or investors (or potential funders or investors) and their respective advisers, employees, officers, representatives or consultants in connection with financing the Transaction;

(d)

with the prior consent in writing of the other party;

(e)

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

(f)

if and to the extent that the disclosure is required:

(i)

by the laws of any jurisdiction to which the party making the disclosure is subject;

(ii)

by an order of any court of competent jurisdiction, or any regulatory, judicial, governmental or similar body, or any Tax Authority or securities exchange of competent jurisdiction;

(iii)

to make any filing with, or obtain any authorisation from, any regulatory, governmental or similar body, or any Tax Authority or securities exchange of competent jurisdiction; or

(iv)

to protect the disclosing party's interest in any legal proceedings,

14.5

Each party shall supply the other parties (or any of them) with such information about itself, its Group or this agreement as they may reasonably require for the purposes of satisfying the requirements of any law or any judicial, governmental, regulatory or similar body or any Tax Authority or securities exchange of competent jurisdiction.

14.6

Subject to clause 14.7 , no party shall make, or permit any person to make, any public announcement, communication or circular concerning this agreement or the Transaction (announcement) without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed).

14.7

Nothing in clause 14.6 shall prevent a party from making an announcement required by law or any governmental or regulatory authority (including any Tax Authority), any securities exchange, or any court or other authority of competent jurisdiction, provided that the party required to make the announcement consults with the other party and takes into account their reasonable requests concerning the content of the announcement before it is made.

14.8

The parties shall issue a press release in agreed form immediately after the Completion Date.

15.

Further assurance

15.1

At his own expense, the Seller shall (and shall use reasonable endeavours to procure that any relevant third party shall) promptly execute and deliver such documents and perform such acts as the Buyer may reasonably require from time to time for the purpose of giving full effect to this agreement.

15.2

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

(a)

hold such Sale Shares, together with all dividends and any other distributions of profits or other assets in respect of such Sale Shares, and all rights arising out of or in connection with them, in trust for the Buyer;

(b)

deal with and dispose of such Sale Shares, dividends, distributions, assets and rights as the Buyer shall direct;

(c)

exercise all voting rights attached to such Sale Shares in such manner as the Buyer shall direct; and

(d)

if required by the Buyer, execute all instruments of proxy or other documents as may be necessary to enable the Buyer to attend and vote at any meeting of the Company.

16.

Assignment

16.1

Subject to the further provisions of this clause 16, no party shall assign, transfer, mortgage, charge, declare a trust of, or deal in any other manner with any or all of its rights and obligations under this agreement or any other Transaction Document.

16.2

The Buyer may assign or transfer its rights (but not its obligations) under this agreement (or any other Transaction Document) to

16.3

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

16.4

If there is an assignment or transfer of any of the Buyer's rights under this agreement in accordance with clause 16.2 or clause 16.3:

(a)

the Seller may discharge their obligations under this agreement to the Buyer until he receives notice of the assignment or transfer; and

(b)

the assignee or transferee may enforce this agreement as if it were named in this agreement as the Buyer, but the Buyer shall remain liable for any obligations under this agreement.

17.

No agency

18.

Entire agreement

18.1

This agreement (together with the other Transaction Documents) constitutes the entire agreement between the parties and supersedes and extinguishes all previous discussions, correspondence, negotiations, drafts, agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to their subject matter.

18.2

Each party acknowledges that in entering into this agreement and the other Transaction Documents it does not rely on, and shall have no rights or remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.

18.3

Each party agrees that it shall not have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement or warranty in this agreement.

19.

Variation and waiver

19.1

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

19.2

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

19.3

A failure or delay by any person to exercise any right or remedy provided under this agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

20.

Costs

21.

Notices

21.1

For the purposes of this clause 21, but subject to clause 21.6, notice includes any other communication.

21.2

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

(a)

shall be in writing and in English;

(b)

shall be signed by or on behalf of the party giving it;

(c)

shall be sent to the party for the attention of the contact and to the address in clause 21.3 (as the case may be), or to such other contact or address as that party may notify in accordance with clause 21.4; and

(d)

shall be:

(i)

delivered by hand;

(ii)

sent by pre-paid first class post or another next working day delivery service providing proof of delivery; or

(iii)

sent by pre-paid airmail providing proof of delivery.

(e)

unless proved otherwise is deemed received as set out in clause 21.5 if prepared and sent in accordance with this clause 21.

21.3

The addresses and contacts for service of notices on the Buyer and the Seller are:

(a)

Buyer at its registered office

(b)

Seller at his home address as set out herein or as notified from time to time in accordance with clause 21.4 herein

21.4

A party may change its details for service of notices as specified in clause 21.3 by giving notice (provided that in the case of a change to the party's postal address the new address is an address in the UK).

21.5

A notice is deemed to have been received:

(a)

if delivered by hand, at the time the notice is left at the address;

(b)

if sent by pre-paid first class post or another next working day delivery service providing proof of delivery, at 9.00 am on the second Business Day after posting; or

(c)

if sent by pre-paid airmail providing proof of delivery, at 9.00 am on the fifth Business Day after posting.

21.6

This clause 21 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

21.7

A notice given under or in connection with this agreement is not valid if sent by email.

22.

Interest

22.1

If a party fails to make any payment due to any other party under this agreement by the due date then the defaulting party shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment.

22.2

Interest under this clause will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

22.3

In relation to payments disputed in good faith, interest under this clause is payable only after the dispute is resolved, on sums found or agreed to be due, from the due date until payment.

23.

Severance

24.

Agreement survives Completion

25.

Third party rights

25.1

Except as expressly provided in clause 25.2, this agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

25.2

The following provisions are intended to benefit, to the extent that they are identified in the relevant clauses as recipients of rights or benefits under that clause, the Company and the Officers (as defined in clause 8.11), and shall be enforceable by each of them to the fullest extent permitted by law:

(a)

clause 8 and Schedule 5 (Warranties) (subject to clause 9 (Limitations on claims));

(b)

clause 11 and Schedule 6 (Tax Covenant);

(c)

clause 12 (Indemnities);

(d)

clause 13 (Restrictions on the Seller);

(e)

clause 14 (Confidentiality and announcements); and

(f)

clause 22 (Interest).

25.3

The rights of the parties to rescind or vary this agreement are not subject to the consent of any other person.

26.

Counterparts

26.1

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

27.

Rights and remedies

28.

Inadequacy of damages

29.

Governing law and jurisdiction

29.1

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

29.2

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

Schedule 1

Deferred Consideration

1.

Definitions

1.1

The definitions and rules of interpretation in this clause in particular to this Schedule but also in the remainder of this agreement:

(a)

The full amount of such investment made by that Client in the event of that Client terminating their agreement with the Company (except through Buyer’s Fault) during the period from but not including the Completion Date to and including the second anniversary of the Completion Date; or

(b)

The amount of the withdrawal in the event of a Material Withdrawal

(a)

The Seller approves the Balancing Payment in accordance with paragraph 2.2 of this Schedule; or

(b)

The Expert determines the Balancing Payment in accordance with paragraph 3.3 of this Schedule.

2.

Deferred Consideration

2.1

Within 14 days of the second anniversary of the Completion Date the Seller shall calculate the Lost Client Value and the Balancing Payment and provide all workings to the Buyer within 14 days thereof. The Buyer shall permit the Seller to have access to such information, books and records as the Seller may reasonably require in connection with the calculation of the Balancing Payment.

2.2

The Buyer shall then within 7 days of the date in paragraph 2.1 of this Schedule confirm that: -

(a)

it accepts the calculation and in that event the Seller and the Buyer shall comply with the provisions of clause 7 of the agreement; or

(b)

that it does not accept the calculation in which case the Buyer shall also confirm detailed reasons that it does not accept the calculation and the Seller and Buyer shall jointly appoint the Expert in accordance with paragraph 3 of this Schedule.

2.3

The party determined to be obliged to make a payment in accordance with clause 7.2(b) of this agreement shall make the payment determined to be due either in accordance with paragraph 2.2(a) or paragraph 3.3 of this Schedule within 14 days of the Determination Date.

3.

Expert

3.1

The parties shall agree on the appointment of an independent Expert and shall agree with the Expert the terms of their appointment.

3.2

If the parties are unable to agree on an Expert or the terms of their appointment within seven days of either party serving details of a suggested expert on the other, either party shall then be entitled to request the President of the Institute of Chartered Accountants of England and Wales to appoint an Expert of repute with experience in the types of matters set out in this Schedule or in relation to such matters set out in clause 12 if the appointment is made or to be made in accordance with clause 12.3(b) of this agreement.

3.3

The Expert is required to prepare a written decision including reasons and give notice (including a copy) of the decision to the parties within a maximum of three months of the matter being referred to the Expert.

3.4

If the Expert dies or becomes unwilling or incapable of acting, or does not deliver the decision within the time required by this paragraph then:

(a)

the parties may agree to discharge the Expert; and

(b)

the parties may proceed to appoint a replacement Expert in accordance with this paragraph 3 which shall apply to the replacement Expert as if they were the first Expert to be appointed.

3.5

The parties are entitled to make submissions to the Expert including oral submissions and will provide (or procure that others provide) the Expert with such assistance and documents as the Expert reasonably requires for the purpose of reaching a decision.

3.6

To the extent not provided for by this paragraph, the Expert may in their reasonable discretion determine such other procedures to assist with the conduct of the determination as they consider just or appropriate including (to the extent considered necessary) instructing professional advisers to assist them in reaching their determination.

3.7

Each party shall with reasonable promptness supply each other with all information and give each other access to all documentation and personnel and/or things as the other party may reasonably require to make a submission under this paragraph.

3.8

The Expert shall act as an expert and not as an arbitrator. The Expert shall determine the matters in accordance with paragraph 3.3 which may include any issue involving the interpretation of any provision of this Agreement, their jurisdiction to determine the matters and issues referred to them and/or their terms of reference. The Expert may award interest as part of their decision. The Expert's written decision on the matters referred to them shall be final and binding on the parties in the absence of manifest error or fraud.

3.9

Each party shall bear its own costs in relation to the reference to the Expert. The Expert's fees and any costs properly incurred by them in arriving at their determination (including any fees and costs of any advisers appointed by the Expert) shall be borne by the parties equally or in such other proportions as the Expert may direct.

3.10

All matters concerning the process and result of the determination by the Expert shall be kept confidential among the parties and the Expert.

3.11

Each party shall act reasonably and co-operate to give effect to the provisions of this Schedule and otherwise do nothing to hinder or prevent the Expert from reaching their determination.

3.12

The Expert shall have no liability to the parties for any act or omission in relation to this appointment; save in the case of bad faith.

4.

Buyer’s Obligations

4.1

The Buyer undertakes to the Seller that between Completion and the expiry of the period of two years from the Completion Date:

(a)

it shall not, directly or indirectly, take any action, or cause or permit anything to be done in bad faith that could distort the financial performance of the Company or with the principal purpose of avoiding or reducing the amount of the Deferred Consideration;

(b)

it shall not sell, transfer or otherwise dispose of, or grant any Encumbrance over, any of the shares in the capital of the Company (or enter into any agreement to do so);

(c)

it shall procure that the Company shall not sell, transfer or otherwise dispose or grant any Encumbrance over of all or a material part of its business, assets or undertaking (or enter into an agreement to do so);

(d)

not create or have created any Encumbrance or other security over the Cash Deposit and the account in which it is held in accordance with the Charge over Bank Account; and

(e)

procure that any party providing funding to the Buyer enters into the Form of Subordination with the Seller .

Schedule 2

Completion Conditions and conduct of business

Part 1

Condition

1.

Approval by the Regulatory Authority for the Buyer to acquire the entire issued share capital in the Company and as a result the control of the Company.

2.

The opening of an account in which the Cash Deposit is to be held by way of first fixed charge as security for the Deferred Consideration pursuant to the Charge Over Bank Account.

3.

The amount of the Estimated Completion Net Assets having been agreed or determined in accordance with paragraph 1.1(n) of Schedule 4.

4.

The Buyer:

a.

not having traded, incurred any liabilities or obligations or undertaken any business activities prior to Completion save for (and in each case on the basis that on Completion the Seller is reasonably satisfied that the Buyer is solvent and will not be insolvent as a result of entering into such liabilities, obligations or business):

b.

not having created prior to Completion any Encumbrance over the Cash Deposit and the account in which it is held in accordance with the Charge over Bank Account; and

c.

procuring that any party providing funding to the Buyer on or prior to Completion consents to the Charge Over Bank Deposit and enters into a Form of Subordination with the Seller.

Part 2

Conduct of business during the Interim Period

1.

At all times during the Interim Period, the Seller shall:

1.1

procure that the Company carry on the Business in the normal course and in the manner provided in this Part 2 of Schedule 2;

1.2

use all reasonable endeavours to maintain the trade and trade connections of the Company;

1.3

promptly notify the Buyer in writing of any material change in the Business, financial position or assets of the Company;

1.4

promptly provide the Buyer, its agents and representatives with such information relating to the business and affairs of the Company, and such access to their books and records, as the Buyer may reasonably require from time to time; and

1.5

not induce, or attempt to induce (whether directly or indirectly), any of the employees of the Company to terminate their employment; and

1.6

procure that the Company produces management accounts on a monthly basis and provide copies with all supporting information to the Buyer within 7 days of the end of the month to which they relate.

2.

Matters subject to the Buyer's consent

2.1

dispose of any material assets used or required for the operation of the Business;

2.2

allot any shares or other securities or repurchase, redeem or agree to repurchase or redeem any of its shares;

2.3

pass any resolution of its members;

2.4

appoint any person as a director of the Company;

2.5

enter into, modify or agree to terminate any Material Contract;

2.6

incur any capital expenditure on any individual item which exceeds £1,000.00 save for any payment required by the Regulatory Authority;

2.7

borrow any sum in excess of the amounts borrowed in the ordinary course of the Business and available to it at the date of this agreement;

2.8

make any loan or cancel, release or assign any indebtedness owed to it or any claims held by it, other than in the ordinary course of the Business;

2.9

enter into any lease, lease-hire or hire-purchase agreement or agreement for payment on deferred terms;

2.10

declare or pay any dividend or make any other distribution of its assets;

2.11

make any material alterations to the terms of employment or engagement (including benefits) of any of its Directors, Employees or Workers;

2.12

other than to the extent required to comply with a legislative requirement, amend any agreements or arrangements for the payment of pensions or other benefits on retirement to any of its current or former employees or directors (or any of their dependants);

2.13

provide any non-contractual benefit to any Director, Employee, Worker or their dependants;

2.14

dismiss any of its Employees or employ or engage (or offer to employ or engage) any person;

2.15

create any Encumbrance over any of its assets or its undertaking;

2.16

give any financial or performance guarantee, or any similar security or indemnity;

2.17

commence, settle or agree to settle any legal proceedings relating to the Business, or otherwise concerning the Company, except debt collection in the normal course of business;

2.18

grant, modify, agree to terminate or permit the lapse of any of its Intellectual Property Rights, or enter into any agreement relating to any such rights;

2.19

pay any management charge to the Seller;

2.20

incur any liability to the Seller, other than trading liabilities incurred in the normal course of the Business;

2.21

make any material change to the accounting procedures, principles or policies by reference to which its accounts are drawn up; or

2.22

permit any of its insurance policies to lapse or do anything which would reduce the amount or scope of cover or make any of its insurance policies void or voidable.

Schedule 3

Particulars of the Company

Part 1

The Company

Name:

Tiger Financial & Asset Management Limited

Registered number:

06202676

Registered office:

Elmgarth Moulton Lane Boughton Northampton NN2 8RG

Issued share capital:

400 A Ordinary Shares of £1.00 each

100 B Ordinary Shares of £1.00 each and

1 S Ordinary Share of £100.00 each

Registered shareholders (and number of Sale Shares held):

Keith Halford

Beneficial owners of Sale Shares (if different) and number of Sale Shares beneficially owned:

As above

Directors and shadow directors:

Keith Halford

Secretary:

Keith Halford

Registered charges:

None

Part 2

The Subsidiaries

Schedule 4

Seller's obligations at and following Completion

1.

Documents to be delivered at Completion

1.1

At the Completion Date, the Seller shall deliver (or cause to be delivered) to the Buyer:

(a)

transfers of the Sale Shares, in agreed form, duly signed by the registered holders in favour of the Buyer (or its nominee);

(b)

the definitive share certificates for the Sale Shares or an indemnity, in agreed form, for any lost certificates;

(c)

any waivers, consents or other documents reasonably required to enable the Buyer (or its nominee) to be registered as the holders of the Sale Shares, in each case in agreed form, and including an irrevocable waiver of any pre-emption right or other restriction on the transfer of the Sale Shares conferred on any person who is not a party to this agreement, duly signed by the holder of such right or restriction;

(d)

the registers, minute books and other records required to be kept by the Company under the CA 2006, in each case properly written up as at the Completion Date, together with the common seals (if any), certificates of incorporation and any certificates of incorporation on change of name for each of the Company;

(e)

resignation letters, in agreed form and executed as a deed, from the Directors and company secretaries of the Company, resigning from their respective offices and employment with the Company;

(f)

a letter, in agreed form, from the Seller) confirming that he has ceased to be a registrable person (within the meaning of section 790C of the CA 2006) in relation to the Company;

(g)

signed minutes, in agreed form, of each of the board meetings held by the Company as required by paragraph 2 of this Schedule 4;

(h)

in relation to the Company:

(i)

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

(ii)

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

(iii)

details of its cash book balances; and

(iv)

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

(i)

the Employment Agreements duly executed by the relevant Seller and the Company;

(j)

duly executed Settlement Agreements;

(k)

confirmation from the Company’s bankers that the mandates have been changed;

(l)

a power of attorney in the agreed form in favour of the Buyer to vote the Sale Shares until such time as the registration of the transfer of the Sale Shares is completed with the Company;

(m)

all login codes including without prejudice to the foregoing the Companies House authentication code and Regulatory Authority connect access;

(n)

a balance sheet as at the end of the month prior to Completion and the value of the cash of the Company (including the Regulatory Cash) less the value of the current liabilities of the Company as derived from such balance sheet (and a statement of the Estimated Completion Net Current Assets as at the date) prepared by the Company’s accountants that has been provided already to the Buyer and the Seller for prior approval carrying any such amendments as are agreed between the Buyer and the Seller (and if such amendments cannot be agreed within 10 Business Days of the balance sheet having been prepared by the Company’s accountant determined by an Expert on the same basis, mututatis mutandis, as set out in paragraph 3 of Schedule 1);

(o)

a tax computation by the Company’s accountants estimating the cash required to be held by the Company in addition to the Regulatory Cash to meet all outstanding tax liabilities arising prior to the Completion Date;

(p)

the Disclosure Letter, duly executed by the Seller; and

(q)

bank mandates changing the mandate with the Company’s bankers and each of them.

2.

Completion board meetings

2.1

The Seller shall cause a board meeting of the Company to be held at the Completion Date, at which the following matters are approved:

(a)

the registration of the transfers of the Sale Shares delivered in accordance with paragraph 1.1(a) of this Schedule 4, subject only to the transfers being duly stamped at the Buyer's cost;

(b)

acceptance of the resignations referred to in paragraph 1.1(e) of this Schedule 4, with effect from the end of the relevant board meeting;

(c)

the appointment of the persons nominated by the Buyer as directors and company secretary of the Company (subject to any maximum number of directors contained in the relevant company's articles of association), with effect from the end of the relevant board meeting;

(d)

changing the registered office of the Company to such address as is required by the Buyer;

(e)

revoking all existing instructions and authorities to the bankers of the Company and replacing them with new instructions and authorities as the Buyer requires;

(f)

the entry by the Company into the Employment Agreements;

(g)

the entry by the Company into the Settlement Agreements.

3.

Seller’s obligations following Completion

3.1

The Seller shall in consultation with the Buyer as soon as reasonably possible after Completion and no later than 12 months after Completion review all the files for the Clients and take such corrective action as may be reasonably required.

Schedule 5

Warranties

Part 1

General Warranties

1.

Power to sell the Sale Shares

1.1

The Seller has taken all necessary actions and has all requisite power and authority to enter into and perform this agreement and any other Transaction Documents to which they are a party in accordance with their respective terms.

1.2

This agreement and any other Transaction Documents to which the Seller is a party constitute (or shall constitute when executed) valid, legal and binding obligations on the Seller in accordance with their respective terms.

1.3

The execution and delivery by the Seller of this agreement and each of the other Transaction Documents to which they are a party, and compliance with their respective terms shall not breach or constitute a default:

(a)

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

(b)

of any order, judgment, decree or other restriction applicable to the Seller.

2.

Shares in the Company

2.1

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

2.2

The Seller is the sole legal and beneficial owners of the Sale Shares and is entitled to transfer the legal and beneficial title to the Sale Shares to the Buyer free from all Encumbrances, without the consent of any other person.

2.3

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

2.4

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

(a)

the Sale Shares; or

(b)

any unissued shares, debentures or other unissued securities of the Company.

2.5

The Company:

(a)

does not hold or beneficially own, or has agreed to acquire, any shares, loan capital or any other securities in any company;

(b)

has not at any time had any subsidiary or subsidiary undertaking;

(c)

is not, or has not agreed to become, a member of any limited liability partnership, partnership or other unincorporated association, joint venture or consortium (other than recognised trade associations);

(d)

does not control or take part in the management of any company or business organisation, nor has it agreed to do so;

(e)

is not, in relation to any company or a limited liability partnership registered in the UK, a registrable relevant legal entity within the meaning of section 790C of the CA 2006; or

(f)

does not have any branch or permanent establishment outside its country of incorporation.

2.6

The Company has not at any time:

(a)

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

(b)

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

(c)

allotted or issued any securities that are convertible into shares.

2.7

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

2.8

No warning notice or restrictions notice has been issued under Schedule 1B (Enforcement of disclosure requirements) of the CA 2006 in respect of any shares or voting rights in, or any right to appoint or remove any member of the board of directors of the Company.

3.

Constitutional and corporate documents

3.1

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

(a)

are true, accurate and complete in all respects;

(b)

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

(c)

fully set out all the rights and restrictions attaching to each class of shares in the capital of the Company.

3.2

The register of members, register of people with significant control (PSC Register) and all other statutory books and registers of the Company:

(a)

have been properly kept in accordance with all applicable laws;

(b)

are correctly written up to date; and

(c)

contain a true, complete and accurate record of all matters and information which should be contained in them.

3.3

In relation to its PSC Register, the Company has at all times complied with its duties under section 790D (Duty to investigate and obtain information) and section 790E (Duty to keep information up-to-date) of the CA 2006.

3.4

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

3.5

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

3.6

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

4.

Accuracy of information

4.1

The particulars of the Company set out in Schedule 3 are true, accurate, complete and not misleading.

4.2

The written replies given by or on behalf of any of the Seller (or their agents or advisers) to the written enquiries by the Buyer (or its agents or advisers) in the course of the negotiations leading up to this agreement were, when given, and are now, true, accurate, complete and not misleading.

4.3

All information contained in the section headed “specific disclosures” in the Disclosure Letter is true, accurate, complete and not misleading.

4.4

So far as the Seller is aware there is no information that has not been Disclosed which, if Disclosed, might reasonably be expected to affect the willingness of the Buyer to enter into the Transaction on the terms of this agreement.

5.

Compliance with laws

5.1

So far as the Seller is aware, the Company has at all times conducted its business in accordance with, and has acted in compliance with, all applicable laws and regulations of any relevant jurisdiction.

5.2

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

6.

Licences and consents

6.1

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

6.2

Each of the Consents is valid and subsisting, and the Company is not in breach of the terms or conditions of the Consents (or any of them).

6.3

The Seller has ensured at all times that the Company has reported all such information to the Regulatory Authority as the Company was required to do and where such information was reported the information was accurate as at the date that it was provided to the Regulatory Authority.

6.4

So far as the Seller is aware there is no reason why any of the Consents may be revoked, suspended or cancelled (in whole or in part), or may not be renewed on the same terms.

7.

Insurance

7.1

The Company maintains, and has at all material times maintained, insurance cover that the Seller acting reasonably considers is adequate for its needs against all losses and liabilities, including business interruption, and all other risks that acting reasonably the Sellers considers are normally insured against by a person carrying on the same type of business as the Business.

7.2

The Disclosure Letter includes complete and accurate details of all insurance policies currently maintained by or on behalf of the Company (Policies).

7.3

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

7.4

The Company has not done, nor omitted to do, anything that may result in an increase in the premium payable for any of the Policies, or that may adversely affect the renewal of any of the Policies.

7.5

None of the Policies:

(a)

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

(b)

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

(c)

are capable of being terminated, or will otherwise cease to be available to the Company as a result of Completion.

7.6

The Disclosure Letter contains complete and accurate details of all insurance claims made by the Company during the period of 72 months ending on the date of this agreement.

7.7

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

7.8

The Company has at all times notified circumstances that might give rise to a claim to its professional indemnity insurers promptly.

7.9

As at the date of this agreement the Company has notified all circumstances (whether or not the circumstances are complete) which it is aware and which it or the Seller reasonably considers may give rise to a claim under its professional indemnity insurance to its professional indemnity insurers.

8.

Powers of attorney and power to bind

8.1

There are no powers of attorney granted by the Company which are currently in force.

8.2

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

8.3

The Disclosure Letter specifies those persons who have authority to bind the Company in the ordinary course of the Business.

9.

Disputes and investigations

9.1

Neither the Company nor any of its Directors nor so far as the Seller is aware any other person for whose acts the Company may be vicariously liable, is engaged or involved in, or otherwise subject to any of the following matters (such matters being referred to in this paragraph 9 as Proceedings):

(a)

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

(b)

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

9.2

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

9.3

The Company is not or has not:

(a)

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

(b)

given to any court, tribunal or arbitrator, or any governmental, regulatory or similar body or agency in any jurisdiction, or to any other third party a subsisting undertaking arising out of, or in connection with, any Proceedings.

10.

Defective products and services

10.1

The Company has not supplied any services or provided advice in respect of the products or services that were at the time they were sold, supplied or are, or will become, faulty or defective or that did not or do not comply with any:

(a)

warranties or representations expressly or impliedly made by or on behalf of the Company in connection with such products or services; or

(b)

laws, regulations, standards and requirements applicable to such products or services.

10.2

No proceedings have been started or have been threatened or so far as the Seller is aware are pending against the Company:

(a)

in which it is claimed that any advice provided by the Company is defective in relation to a product acquired by a Client was not appropriate for its intended use when applied or used as intended; or

(b)

in respect of any services supplied by the Company.

10.3

There are no disputes or circumstances that may lead to disputes between the Company and any of their respective customers, clients or any other third parties in connection with any services supplied by the Company.

10.4

So far as the Seller is aware (having made no enquiry of such customers, clients or third parties) there are no disputes or circumstances that may lead to disputes between the Company and any of their respective customers, clients or any other third parties in connection with any products or services manufactured, sold or supplied by the Company.

11.

Customers and suppliers

11.1

The definition in this paragraph applies in this agreement.

11.2

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

(a)

no Material Counterparty has ceased, or threatened to cease to do business with, or reduced, or threatened to reduce in any material respect the extent to which it does business with, the Company;

(b)

there has been no material adverse change in the basis or terms on which any Material Counterparty does business with the Company; and

(c)

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

11.3

So far as the Seller is aware none of the matters referred to in paragraph 11.2(a) to paragraph 11.2(c) (inclusive) of Part 1 of this Schedule is likely to occur in the period of 24 months following the Completion Date.

11.4

No customer, client or supplier accounted for more than 5% of the aggregate sales or purchases (as applicable) made by the Company during the period of 12 months ending on the Completion Date.

11.5

So far as the Seller is aware, no customer or client of the Company who is a Material Counterparty is subject to a relevant insolvency procedure within the meaning of section 233B(2) of the Insolvency Act 1986.

12.

Contracts

12.1

The definition in this paragraph applies in this agreement.

12.2

Except as Disclosed, the Company is not a party to, or otherwise subject to any agreement, arrangement, understanding or commitment which:

(a)

is a Material Contract;

(b)

is of an unusual or exceptional nature;

(c)

is not in the ordinary and usual course of the Business;

(d)

may be terminated as a result of a change of Control of the Company;

(e)

restricts the freedom of the Company to carry on the Business in any part of the world in such manner as it thinks fit;

(f)

involves agency or distributorship;

(g)

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

(h)

involves the grant of any sole or exclusive rights by or to the Company;

(i)

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

(j)

so far as the Seller is aware cannot be readily fulfilled or performed by the Company on time and without undue or unusual expenditure of money and effort;

(k)

involves or is likely to involve an aggregate consideration payable by or to the Company in excess of £10,000.00;

(l)

requires the Company to pay any commission, finder's fee, royalty or the like;

(m)

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

(n)

is not on arm's-length terms;

(o)

provides for payments or other dealings in or calculated by reference to the euro, or which will otherwise be affected by any changes in connection with the European Monetary Union;

(p)

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

12.3

There are no outstanding negotiations, quotations or tenders for a contract that, if accepted, would give rise to a Material Contract, or a contract of any other type as referred to in paragraph 12.2 above.

12.4

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

12.5

Neither the Company nor so far as the Seller is aware any counterparty is (or will, with the lapse of time, be) in default of any:

(a)

Material Contract; or

(b)

other agreement, arrangement, undertaking or commitment a default of which would be material having regard to the trading, profits or financial position of the Company.

12.6

No notice of termination of a Material Contract has been received or served by the Company , and so far as the Seller is aware there are no grounds for the termination, rescission, avoidance, repudiation or a material change in the terms of any such contract.

12.7

The Seller is not aware of any Material Withdrawal by a Client.

13.

Transactions with the Seller and Seller's interests

13.1

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

(a)

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

(b)

a Director, or any person Connected with a Director.

13.2

Neither the Seller, nor any person Connected with a Seller, has a claim of any nature against the Company, or has assigned to any person the benefit of any such claim.

13.3

The Seller is not at the date of this agreement, or has been at any time during the period of 2 years immediately preceding the date of this agreement, concerned, interested or engaged, directly or indirectly and in whatever capacity, in any other business similar to or competitive with the Business.

14.

Finance and guarantees

14.1

The Disclosure Letter contains full particulars of all:

(a)

money borrowed by the Company; and

(b)

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

14.2

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

(a)

its articles of association; or

(b)

any debenture or other deed or document binding on the Company.

14.3

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

14.4

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

14.5

The Company has not received any notice (whose terms have not been fully complied with or carried out) from any creditor requiring any payment to be made in respect of any indebtedness (whether arising pursuant to the Financial Facilities or otherwise), or intimating the enforcement of any Encumbrance which it holds over the assets of the Company .

14.6

Except as Disclosed, no Encumbrance, guarantee, indemnity or other similar security arrangement has been given or entered into (or agreed to be given or entered into) by the Company or any third party in respect of the borrowings or other obligations of the Company (whether arising pursuant to the Financial Facilities or otherwise).

14.7

The Company has not given or entered into (or agreed to give or enter into) any Encumbrance, guarantee, indemnity or other similar security arrangement in respect of the indebtedness of, or the default in the performance of any obligation by, any other person.

14.8

The Company has not:

(a)

factored or discounted any of its debts;

(b)

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

(c)

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

14.9

The Company has no outstanding loan capital, or has lent any money that has not been repaid, and there are no debts owing to the Company other than debts that have arisen in the normal course of the Business.

14.10

The debts owing to the Company as reflected in the Accounts, and all debts subsequently recorded in the books of the Company since the Accounts Date:

(a)

have been realised or so far as the Seller is aware will within three months after the Completion Date realise in cash their full amount as included in those Accounts or books;

(b)

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

(c)

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

14.11

The Company is not subject to any arrangement for receipt or repayment of any grant, subsidy or financial assistance from any government department or other body.

14.12

Particulars of the balances of all the bank accounts of the Company showing the position as at the day immediately preceding the date of this agreement, have been Disclosed and the Company has no other bank account. Since the date of those particulars, there have been no payments out of those bank accounts other than routine payments in the ordinary course of the Business.

15.

Liabilities

15.1

The Company has no liabilities (including contingent liabilities) other than as disclosed in the Accounts or incurred in the ordinary and proper course of the Business since the Accounts Date.

15.2

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

16.

Effect of the Transaction

16.1

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

(a)

cause the Company to lose the benefit of any asset, right or privilege it presently enjoys;

(b)

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

(c)

result in any customer, client or supplier being entitled to cease dealing with the Company , or materially reducing its level of business, or changing the terms on which it deals, with the Company;

(d)

result in the loss or impairment of, or any default under, any licence, authorisation or consent required by the Company for the purposes of the Business;

(e)

so far as the Seller is aware, result in any officer or senior employee leaving the Company;

(f)

result in the creation, imposition, crystallisation or enforcement of any Encumbrance on any of the assets of the Company ;

(g)

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

(h)

entitle any person to receive from the Company any finder's fee, brokerage or other commission in connection with the Transaction;

(i)

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

(j)

entitle any person to acquire, or affect the entitlement of any person to acquire, shares in the Company.

17.

Insolvency

17.1

The Company;

(a)

Is not insolvent or unable to pay its debts within the meaning of the Insolvency Act 1986 or any other applicable insolvency legislation; or

(b)

has not stopped paying its debts as they fall due.

17.2

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

(a)

the ability of the creditors of the Company to take any action to enforce their debts is suspended, restricted or prevented, including (without limitation) pursuant to a moratorium under Part A1 of the Insolvency Act 1986;

(b)

some or all of the creditors of the Company accept, by agreement or in pursuance of a court order, an amount less than the sums owing to them in satisfaction of those sums, or make any other compromise or arrangement with the Company (including, without limitation a restructuring plan under Part 26A of the CA 2006), with a view to preventing the dissolution of the Company ;

(c)

a person is appointed to manage the affairs, business and assets of the Company on behalf of their creditors; or

(d)

the holder of a charge over any of the assets of the Company is appointed to control the business and/or any assets of the Company .

17.3

In relation to the Company:

(a)

no administrator has been appointed;

(b)

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

(c)

no notice of an intention to appoint an administrator has been given by the relevant company, its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986).

17.4

No process has been initiated which could lead to the Company being dissolved and its assets being distributed among their creditors, shareholders or other contributors.

17.5

No distress, execution or other process has been levied or enforced on, and no creditor or encumbrancer has taken control of, any goods or assets of the Company .

17.6

The Seller has not:

(a)

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

(b)

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

(c)

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

(d)

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

18.

Accounts

18.1

The Accounts:

(a)

show a true and fair view of the state of affairs of the Company as at the Accounts Date, and of their profit or loss and total comprehensive income for the accounting period ended on the Accounts Date;

(b)

have been properly prepared in accordance with FRS 102, using appropriate accounting policies and estimation techniques as required by section 10 of FRS 102;

(c)

comply with the requirements of the CA 2006 and all other applicable law and regulations in the UK;

(d)

(save as the Accounts expressly disclose) are not affected by any extraordinary, exceptional or non-recurring items; and

(e)

(save as the Accounts expressly disclose) have been prepared using the same accounting policies and estimation techniques as those adopted and applied in preparing the Previous Accounts.

18.2

The Accounts (together in each case with the related directors' reports and auditors' reports) have been:

(a)

circulated to every person entitled to receive a copy in accordance with section 423 of the CA 2006; and

(b)

laid before the Company in general meeting, where required by the CA 2006 or the articles of association of the relevant company; and

(c)

filed with the Registrar of Companies,

18.3

The Accounts:

(a)

charge depreciation and amortisation on non-current assets at a suitable rate such that all non-current assets will be written down to nil or a realisable residual value at the end of their useful lives as required by sections 17 and 18 of FRS 102;

(b)

reflect all impairments to the recoverable amounts of non-current assets as required by section 27 of FRS 102, whether or not there were any indicators of impairment at the Accounts Date;

(c)

make proper and adequate provision for credit risk such that all receivables are stated at no more than their recoverable amount at the Accounts Date;

(d)

classify and measure all financial instruments according to the requirements of sections 11 and 12 of FRS 102;

(e)

have correctly allocated overheads to the cost of inventory based on normal levels of activity, make proper provision against or have written off all obsolete or slow-moving inventory, and show all items of inventory at the lower of cost and estimated selling price less costs to complete or sell at the Accounts Date as required by section 13 of FRS 102;

(f)

include all known liabilities and all provisions as required by section 21 of FRS 102;

(g)

provide for all Tax in respect of which the Company are accountable, including deferred tax, as required by section 29 of FRS 102;

(h)

include in the notes disclosure of all contingent liabilities as required by section 21 of FRS 102;

(i)

include in the notes all related party disclosures as required by section 33 of FRS 102; and

(j)

have dealt with all events after the Accounts Date up to the date of approval of the relevant accounts by the board of directors as required by section 32 of FRS 102.

18.4

The Management Accounts fairly represent income and expenditure of the Company as at the date and in respect of the period to which they relate.

19.

Changes since the Accounts Date

19.1

Since the Accounts Date:

(a)

the Company has conducted the Business in the normal course and as a going concern;

(b)

there has been no material adverse change in the turnover or financial position of the Company;

(c)

the Company has not issued or agreed to issue any share or loan capital;

(d)

no dividend or other distribution of profits or assets has been, or agreed to be, declared, made or paid by the Company ;

(e)

the Company has not borrowed or raised any money or given or taken any form of financial security;

(f)

no capital expenditure has been incurred on any individual item by the Company in excess of £1,000 and the Company has not acquired, invested or disposed of (or agreed to acquire, invest or dispose of) any individual item in excess of £1,000.00;

(g)

no shareholder resolutions of the Company have been passed other than as routine business at the annual general meeting;

(h)

the Company has not offered price reductions or discounts or allowances on sales of inventory, or sold inventory at less than its value in the Accounts;

(i)

the Company has paid its creditors within the applicable periods agreed with the relevant creditor and there are no amounts owing by the Company which have been outstanding for more than 60 days.

19.2

At Completion the Company will have cash at bank that is no less than the Regulatory Cash and any tax liability estimated in accordance with paragraph 1.1(n) of Schedule 4.

19.3

The Seller warrants that the Regulatory Cash is the sum held by the Company and that it is in compliance with the requirements of the Regulatory Authority.]

20.

Financial and other records

20.1

All financial and other records of the Company (Records):

(a)

Have been properly prepared and maintained as required by law;

(b)

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

(c)

do not contain any material inaccuracies or discrepancies; and

(d)

are in the possession of the Company to which they relate.

20.2

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

20.3

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

(a)

the Company is the owner of any hardware and software required to access, maintain, copy and use such Records, and such ownership is not shared with any other person; and

(b)

such Records are adequately backed-up.

21.

Assets

21.1

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

(a)

legally and beneficially owned by either the Company, and the relevant owner has good and marketable title to such assets;

(b)

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

(c)

in the possession and control of the Company.

21.2

Except as Disclosed, none of the assets, undertaking or goodwill of the Company is subject to an Encumbrance or any agreement or commitment to create an Encumbrance, and no person has claimed to be entitled to create such an Encumbrance.

21.3

The assets owned by the Company comprise all the assets necessary for the continuation of the Business as it is carried on at the Completion Date.

22.

Intellectual property

22.1

The definitions in this paragraph apply in this agreement:

22.2

Complete and accurate particulars are set out in Part 1 and Part 2 of Schedule 7 respectively of all registered Intellectual Property Rights (including applications for such rights) and material unregistered Intellectual Property Rights owned by the Company .

22.3

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

(a)

uses or exploits Intellectual Property Rights owned by any other person; or

(b)

has licensed or agreed to license Intellectual Property Rights to, or otherwise permitted the use of any Intellectual Property Rights by, any other person.

22.4

Except to the extent disclosed in the particulars set out in Part 3 of Schedule 7, the Company is the sole legal and beneficial owner of all Target IP, free from all Encumbrances (except for those Encumbrances set out in Part 4 of Schedule 7).

22.5

The Company does not require the use of any Intellectual Property Rights in order to carry on the Business in the manner in which it was operated at and before the date of this agreement and to fulfil any currently existing plans or proposals, other than those rights which:

(a)

it is currently able to exercise, without restriction, in relation to the Intellectual Property Rights which it owns; and

(b)

are currently granted to it under the licences set out in Part 3 of Schedule 7.

22.6

The Intellectual Property Rights set out in Part 1 and Part 2 of Schedule 7 are valid, subsisting and enforceable and as far as the Seller is aware nothing has been done, or not been done, as a result of which any of them has ceased or might cease to be valid, subsisting or enforceable. In particular:

(a)

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

(b)

all confidential information (including know-how and trade secrets) owned or used by the Company has been kept confidential by the Company and has not been disclosed by the Company to third parties (other than parties who have signed written confidentiality undertakings in respect of such information, details of which are set out in the Disclosure Letter);

(c)

as far as the Seller is aware no mark, trade name or domain name identical or similar to any such rights has been registered, or is being used by any person in the same or a similar business to that of the Company , in any country in which the Company has registered or is using that mark, trade name or domain name;

(d)

as far as the Seller is aware nothing has been done, or not been done, which might render any registered trade mark owned by the Company liable to be revoked or declared invalid;

(e)

there are no outstanding or potential claims against the Company under any contract or under section 40 of the Patents Act 1977 for employee compensation in respect of any Intellectual Property Rights; and

(f)

there are and have been no oppositions, claims, challenges disputes or proceedings, pending or threatened, in relation to the ownership, validity or use of such rights.

22.7

Nothing is due to be done within 30 days of the date of this agreement the omission of which would jeopardise the maintenance or prosecution of any of the Target IP which is owned by the Company which is registered or the subject of an application for registration.

22.8

As far as the Seller is aware there is and has been no unauthorised use, misappropriation or infringement by any third party of any the Target IP which is owned by the Company, nor any third party breach of confidence, passing off or actionable act of unfair competition in relation to the business and assets of the Company, and as far as the Seller is aware no such action is current or anticipated.

22.9

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

(a)

are valid and binding and recorded in writing;

(b)

have, where required, been duly recorded or registered by the Company;

(c)

have not been the subject of any breach or default by any party or of any event which, with the giving of notice or lapse of time, would constitute a default; and

(d)

are not the subject of any claim, dispute or proceeding, pending or threatened, and as far as the Seller is aware there are no circumstances which are likely to give rise to a breach, claim, dispute or proceeding and no reason to believe that such agreements or licences will not be renewed when they expire on the same or substantially similar terms.

22.10

A change of Control of the Company, or any other transaction contemplated under this agreement, will not result in the termination of, or trigger a payment in respect of, or otherwise materially affect, any of the Target IP.

22.11

The activities of the Company and of any licensee of Intellectual Property Rights granted by the Company have not:

(a)

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

(b)

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

(c)

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

23.

Information technology

23.1

The definitions in this paragraph apply in this agreement.

23.2

Complete and accurate particulars of the IT Systems and the IT Contracts are set out in Part Part 1 and Part 2 of Schedule 8. The Seller has no reason to believe that any of the IT Contracts are not adequate for the purposes of the Business as it is operated at and before the date of this agreement.

23.3

Except to the extent provided for in the IT Contracts (complete and accurate particulars of which have been disclosed in Part 2 of Schedule 8), the Company are the owners of and in possession of the IT Systems free from Encumbrances. The Company has obtained all necessary rights from third parties to enable its exclusive and unrestricted use of the IT Systems both before and after the date of this agreement for the purposes of carrying on the Business in the manner in which it was operated at and before the date of this agreement, and to fulfil any currently existing plans or proposals.

23.4

The IT Contracts are valid and binding and recorded in writing, and no act or omission has occurred which would, if necessary, with the giving of notice or lapse of time, constitute a breach of any of them.

23.5

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

23.6

None of the IT Contracts is liable to be terminated or otherwise materially affected by a change of Control of the Company, and the Seller has no reason to believe that any of the IT Contracts will not be renewed on the same or substantially the same terms when they expire. Each IT Contract which has an existing or future obligation on the part of the Company to pay an aggregate fee or charge of more than £500.00 is terminable by the Company by giving not more than 60 days' notice at any time for a cost of less than £500.00.

23.7

All elements of the IT Systems:

(a)

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

(b)

are not defective in any material respect and have not been materially defective or materially failed to function during the last three years;

(c)

as far as the Seller is aware do not contain any Virus or Known Vulnerability or Latent Vulnerability and as far as the Seller is aware have not within the last 12 months been infected by any Virus or Known Vulnerability or Latent Vulnerability or accessed by any unauthorised person;

(d)

have sufficient capacity, scalability and performance (without modification) to meet the current and foreseeable peak volume requirements of the Business;

(e)

include sufficient user information (including supplier's recommendations) reduced to writing and in a commonly-readable format, which is within the possession and control of the Company , to enable reasonably skilled personnel in the field to use and operate the IT Systems without the need for further assistance (User Information);

(f)

have been operated and used substantially in accordance with the User Information (including any recommendations as to environmental conditions and power supply);

(g)

have been satisfactorily and regularly maintained in accordance with Good Industry Practice;

(h)

meet all applicable regulatory requirements, including (in respect of any element of the IT Systems which processes personal data) the requirement for privacy by design and privacy by default.

23.8

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

(a)

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

(b)

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

(c)

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

(d)

all leap years will be recognised as such.

23.9

 The IT Systems are capable of:

(a)

performing their functions in multiple currencies, including the euro;

(b)

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

(c)

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

(d)

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

23.10

Complete and accurate particulars of all Social Media Accounts and Domain Names are set out in Part 3 of Schedule 8. All Social Media Accounts and Domain Names are controlled and administered by the Company and used exclusively in connection with the Business.

23.11

The Company:

(a)

is the current registrant and user of each Domain Name and Social Media Account, and has not sold, transferred, licensed, charged or otherwise encumbered any Domain Name or Social Media Account, or allowed a Domain Name or Social Media Account to be used by any third party;

(b)

has, in its control and possession, sufficient information, passwords and access codes to allow it to access, edit, control and/or administer each Domain Name and Social Media Account, including after the date of this agreement;

(c)

has not committed any breaches, and is currently not in breach, of any agreement with the registrar of any Domain Name or provider of any Social Media Account; and

(d)

has completed all necessary formalities (including the payment of all relevant fees) in order to effect any renewals of the Domain Names or Social Media Accounts which were due prior to the date of this agreement.

23.12

As far as the Seller is aware no person has, or in the past 24 months has had, unauthorised access to any Social Media Account.

23.13

As far as the Seller is aware no person has used the Social Media Accounts to infringe or misuse or misappropriate the rights of any other person or to defame, libel or slander such person, or to make any unauthorised statement about, or on behalf of, or in connection with, the Business, the Company.

23.14

The Company’s use of the Social Media Accounts and Domain Names (including any competitions or prize promotions conducted via the Social Media Accounts or Domain Names) complies with, and has at all times within the last 24 months complied with, all applicable laws, regulations, guidelines, listed company rules and Good Industry Practice, including any relevant advertising codes. The Company has not received any notice or allegation of non-compliance in respect of the same.

23.15

Each of the Databases:

(a)

is complete and accurate in all material respects for the purpose for which it was originally created;

(b)

has not been used for any purpose that would constitute a breach of Data Protection Laws; and

(c)

has not suffered any material loss or corruption.

23.16

The Company has implemented appropriate procedures in accordance with Good Industry Practice (including in relation to off-site working where applicable) for ensuring the security of the IT Systems and the confidentiality and integrity of the Systems Data.

23.17

The Company has in place:

(a)

a fully documented disaster recovery plan which, in conjunction with any necessary agreements with third party service providers (particulars of which are set out in Part 2 of Schedule 8), would enable the Business to continue if there were significant damage to or destruction of some or all of the IT Systems;

(b)

a monitoring programme which enables the Company to effectively detect, prioritise, and report Security Incidents on a continuous 24/7 basis; and

(c)

a data security breach and response plan which enables the Company to effectively mitigate any Security Incident, and the effects of any Security Incident on the Business.

23.18

During the seven-year period up to and including the date of this agreement, the Company has not suffered any Security Incident having a substantial or significant impact on the continuity of the Business.

23.19

 The Company has not nor has been, an operator of essential services or a relevant digital service provider as defined in the NIS Regulations and has no reason to believe it would be so classified the future.

23.20

The Company has fully complied with, and has established and fully implemented, in accordance with Good Industry Practice, all procedures necessary to ensure continued full compliance with, all relevant and applicable requirements of the NIS Regulations (Cybersecurity Procedures) and has taken due regard of all official published guidance relevant to such Cybersecurity Procedures. Details of such Cybersecurity Procedures have been Disclosed and have been approved for the Company by external legal Counsel with an appropriate specialism in cybersecurity law.

23.21

 The Cybersecurity Procedures have been adequately flowed down to every Supplier of the Company under a valid and legally binding written agreement.

23.22

The Company has not:

(a)

received any notice, request, correspondence or other communication from any governmental or state agency, body, department, board, official or entity exercising regulatory or supervisory authority pursuant to the NIS Regulations or been subject to any enforcement action (including any fines or other sanctions), in each case relating to a breach or alleged breach of their obligations under the NIS Regulations;

(b)

received any claim, complaint, correspondence or other communication from any other person claiming or alleging, or otherwise relating to, any breach (or suspected breach) of the NIS Regulations; or

(c)

failed any regulatory inspections undertaken in connection with the NIS Regulations to which they have been subject,

24.

Data protection and privacy

24.1

The definitions in this paragraph apply in this agreement.

24.2

The Company has at all times complied with the Data Protection Laws in all respects.

24.3

The Company has:

(a)

introduced and applied appropriate data protection policies and procedures concerning the collection, use, storage, retention and security of Personal Data (details of which are included in the Disclosure Letter), and implemented regular staff training, use testing, audits or other documented mechanisms to ensure and monitor compliance with such policies and procedures;

(b)

appointed a data protection officer if required to do so under the Data Protection Laws, and details of such appointment are set out in the Disclosure Letter;

(c)

maintained complete, accurate and up to date records of all their Personal Data processing activities as required by the Data Protection Laws;

(d)

carried out and maintained complete, accurate and up to date records of, all data protection impact assessments required by the Data Protection Laws;