PIPS UK Purchase Agreement

ALAN KEITH SEFTON of 2080 Wilkerson Road, Knoxville, Tennesee, 37922, USA (the “Seller”);

FEDERAL SIGNAL OF EUROPE BV Y CIA, SC (registered in Spain with the Barcelona Commercial Registry under Volume 39272, Folio 109, Page B-343809, First Entry) of Calle Doctor Ferran, Vilassar de Dalt (Barcelona) Postal Code 08339 and FS PIPS UK LIMITED (registered in England and Wales number 06326733 having its registered office at 1 St James Gate Newcastle upon Tyne NE99 1YQ (together and individually called the “Buyer”) which expression includes their respective permitted assigns); and

PIPS TECHNOLOGY LIMITED (registered in England and Wales number 04196820 having its registered office at York House, School Lane, Chandlers Ford, Eastleigh, Hampshire, SO53 4DG (the “Company);

Definitions and Interpretation

In this agreement unless the context otherwise requires the expressions set out in Part 3 of schedule 3 shall have the meanings ascribed to them in that schedule and the following expressions have the following meanings:

In this agreement unless the context otherwise requires:

references to a clause or schedule are to a clause of, or a schedule to, this agreement, references to this agreement include its schedules and references in a schedule or part of a schedule to a paragraph are to a paragraph of that schedule or that part of that schedule;

references to this agreement or any other document or to any specified provision in any of them are to this agreement, that document or that provision as in force for the time being and as amended from time to time in accordance with their terms or, as the case may be, with the agreement of the relevant parties;

words importing the singular include the plural and vice versa, words importing a gender include every gender and references to persons include corporations, partnerships and other unincorporated associations or bodies of persons;

the words and phrases “other”, “including” and “in particular” shall not limit the generality of any preceding words or be construed as being limited to the same class as the preceding words where a wider construction is possible;

a person is connected with another person if he is so connected within the meaning of section 839 ICTA 1988;

a reference to any enactment shall include:

any provision which it has re-enacted (with or without modification) or modified; and

that enactment as re-enacted, replaced or modified from time to time, whether before, on or after the date of this agreement;

but any such changes taking effect after the date of this agreement shall not impose any additional liability or obligation on any of the parties or (except as specified in clause 18.1) deprive any of them of any right, in each case under this agreement;

references to books, records or other information include paper, electronically or magnetically stored data, film, microfilm, and information in any other form and references to “writing” or “written” include faxes and any other method of reproducing words in a legible and non-transitory form (excluding email and SMS messaging) and

words and expressions defined in the Companies Acts shall have the same meaning in this agreement unless the context otherwise requires.

The contents table and the descriptive headings to clauses, schedules and paragraphs in this agreement (and notes in brackets describing the subject matter of any enactment) are inserted for convenience only, have no legal effect and shall be ignored in interpreting this agreement.

Where any party gives in this agreement any indemnity in favour of any other party, the obligation of the indemnifying party shall be to make the relevant payment forthwith in full on demand and without any set-off, counterclaim or other deduction.

References in this agreement to any English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept, state of affairs or thing shall in respect of any jurisdiction other than England be deemed to include whatever most closely approximates in that jurisdiction to the English legal term.

References in this agreement to times of day are (unless otherwise specified) to London time.

Reference to an Event occurring on or before Completion shall be deemed to include:

any combination of two or more Events all of which occurred on or before Completion;

any combination of two or more Events only the first or some of which occurred on or before Completion, except that for the purposes of this clause 1.7, there shall be disregarded any Event which occurred before Completion in the ordinary course of business of the Company; and

any Event which is treated or deemed to occur on or before Completion for the purposes of any Tax.

For the purposes of this agreement, where any document relating to the Company is not (or is not properly) stamped, the stamp duty (together with any accrued interest and/ or penalties) required to be paid so that the relevant document is fully and properly stamped shall, notwithstanding that the Company may be under no legal obligation to stamp that document, be treated as a liability of the Company arising on the date when the document was executed and “Tax Liability” shall be construed accordingly.

References to “indemnify” and “indemnifying” any person against any circumstance include indemnifying and keeping that person harmless from all actions, claims and proceedings from time to time made against that person and all loss or damage and all payments, costs or expenses made or incurred by that person as a consequence of or which would not have arisen but for that circumstance.

As the Buyer comprises more than one person, each reference in this agreement to the Buyer shall be a reference to each of them and all obligations, indemnities, warranties, representations and covenants are given to each of them as separate and independent obligations, indemnities, warranties, representations and

covenants which shall be enforceable by each of them accordingly; for the avoidance of doubt their liability under this agreement shall be several.

Sale of the Sale Shares

The Seller shall sell Legal and Beneficial Title to the Sale Shares to the Buyer (in the proportion notified to the Seller at Completion) and the Buyer (relying, as the Seller acknowledges, on the Warranties and Replies), shall purchase the Sale Shares (in such proportions) free from Encumbrances.

The Seller covenants with the Buyer that:

the Seller has the right to dispose of the Sale Shares on the terms set out in this agreement;

the Seller shall at his own cost do everything possible to give the Buyer full and unrestricted legal and beneficial title to the Sale Shares; and

the Sale Shares shall be sold and transferred free from Encumbrances including any which:

the Seller does not know or could not reasonably be expected to know about; or

at the time of transfer is within the actual knowledge, or is a necessary consequence of facts then within the actual knowledge, of the Buyer;

Title to and beneficial ownership of the Sale Shares shall pass on Completion and the Sale Shares shall be sold and purchased together with all rights and benefits attached or accruing to them at Completion (including the right to receive any dividends, distributions or returns of capital declared, paid or made by the Company on or after Completion).

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

In consideration of the Buyer entering into this agreement the Seller:-

confirms that neither he nor any person connected with him has any claim of any kind (actual or contingent) against the Company on any account; and

waives and shall procure that each person connected with him shall waive with effect from Completion any claim (actual or contingent) which any of them may have against the Company.

The provisions of s 6(2) of the Law of Property (Miscellaneous Provisions) Act 1994 are hereby excluded.

The Seller waives any pre-emption rights he may have (howsoever arising) in relation to the sale of the B Shares to the Buyer.

Conditions Precedent

The obligations of the parties (other than those contained in this clause 3 and in clauses 12 to 23 inclusive), which are unconditional) are conditional on the satisfaction or waiver of the Conditions on or before Completion (so that beneficial ownership in the Sale Shares shall not pass unless and until the Conditions are satisfied or waived as provided below) and the obligations of the parties under clause 8 are conditional on Completion taking place.

The Buyer reserves the right unilaterally to waive wholly or in part and conditionally or otherwise (to such extent as it may think fit) all or any of Conditions 5 and 6. The Seller reserves the right unilaterally to waive wholly or in part and conditionally or otherwise (to such extent as he may think fit) Condition 7. The Buyer and the Seller may waive wholly or in part and conditionally or otherwise (to such extent they may agree) all or any of the Conditions.

Any waiver by the Buyer and by the Seller under clause 3.2 shall be effected by service of written notice on the other.

The Seller and the Buyer agree that all requests and enquiries in relation to this agreement from any Relevant Authority shall be dealt with by the Seller and the Buyer in consultation with each other and the Seller and the Buyer shall promptly co-operate with and provide all necessary information and assistance reasonably required by any Relevant Authority on being requested to do so by the other.

Not used

Consideration

The consideration for the sale of the Sale Shares shall be:

the sum of £41,880,531;

the payment in accordance with clause 6 of any Adjustment Amount (if and to the extent payable to the Seller);

the payment in accordance with Article 5 (Earn out) of the Joint Issues Agreement of that part of the UK Earn Out Figure attributable to the Seller (being 89.9016% of the relevant figure) (if and to the extent such sum is payable to the Seller); and

the payment in accordance with the Escrow Agreement of that part of the UK Retention attributable to the Seller (being 89.9016% of the relevant figure) (if and to the extent such sum payable to the Seller.

The Buyer shall discharge its obligation (if any) to pay the sums due to the Seller in respect of his entitlement to part of the UK Earn Out Figure under clause 5.1.3 by procuring the payment of such sum by Federal Signal in accordance with the terms of the Joint Issues Agreement and shall discharge its obligation (if any) to pay sums due to the Seller under clause 5.1.4 by procuring the payment of such sum by the Escrow Agent in accordance with the terms of the Escrow Agreement.

Payment of Consideration shall be made to the Nominated Account and the Seller’s Solicitors are authorised to receive any such payment, their receipt shall constitute a good discharge to the Buyer in respect of it and the Buyer shall have no obligation as to the distribution of any sum so paid to the Seller.

Without limitation to clause 5.3 the payment to the Nominated Account of the sums due to the Seller in respect of his proportion of the UK Earn Out Figure under the Joint Issues Agreement and his proportion of the UK Retention (to the extent provided for in the Escrow Agreement) and the receipt of the Seller’s Solicitors for such sums shall constitute a good discharge to the Buyer of all liability to make payment of entitlements of the Seller to any amount of the UK Earn Out Figure and (as the case may require) any amount of the UK Retention.

Adjustment of Consideration

If the Net Asset Value is:

a positive sum which is greater than the Base NAV, the Buyer shall pay to the Seller in accordance with clause 6.2 a sum equal to the difference;

a positive sum which is less than Base NAV the Seller shall pay to the Buyer in accordance with clause 6.2 a sum equal to the difference;

a negative sum, the Seller shall pay to the Buyer in accordance with clause 6.2 a sum equal to the aggregate of the Base NAV and the amount by which the Net Asset Value is less than zero; or

equal to the Base NAV no payment or further payment shall be made under this clause 6.1;

Every cash sum payable under clause 6.1 shall be paid:

within five business days after the date of determination of the NAV;

together with interest on it at the rate of 2 per cent above the base lending rate of Barclays Bank plc for the time being in force which shall accrue from day to day and shall be calculated on the basis of a year of 365 days from the Completion Date up to and including the date of payment; and

by electronic funds transfer:

(where that sum is expressed to be payable to the Seller) to the Nominated Account; or

(where that sum is expressed to be payable to the Buyer) to the account number 01182698 at Lloyds TSB Bank plc (Grey Street, Newcastle upon Tyne Branch, sort code 30-93-71) of the Buyer’s English Solicitors.

The parties shall procure that as soon as practicable following the Completion Date, and in any event not later than 30 business days after Completion, a draft of the Completion Accounts (the “draft Completion Accounts”) shall be prepared by the Company or (at the option of the Company) by the auditors in accordance with clause 6.4 and delivered simultaneously to the Buyer and the Seller.

Subject to the specific accounting treatments set out in schedule 9 which shall take priority over the requirements set out below the Completion Accounts shall (in order of priority):

apply and adopt the same bases and policies of accounting as were applied or adopted for the purposes of the Accounts to the extent consistent with UK GAAP; and

apply UK GAAP.

As soon as practicable after delivery of the draft Completion Accounts in accordance with clause 6.3, and in any event within 30 business days after their delivery (or such longer period as may be agreed in writing between the Buyer and the Seller) (the “Review Period”), the Seller and the Buyer shall review the draft Completion Accounts and endeavour to agree by negotiation what adjustments (if any) need to be made to them in order for them to comply with clause 6.4. If the Seller or the Buyer dispute the preparation of the Completion Accounts and the computation of the NAV he or it shall within the Review Period promptly give written notice to the other of the facts and matters in dispute together with details of the grounds on which such matter is disputed. If:

the Seller and the Buyer agree that no adjustments need to be made to the draft Completion Accounts; or

the Seller and the Buyer agree on the adjustments to be made to the draft Completion Accounts in order for them to comply with clause 6.4;

(in the circumstances mentioned in clause 6.5.2 above) jointly incorporate into, and reflect any such adjustments in, the draft Completion Accounts;

confirm in writing that they have carried out such work as they consider necessary under clause 6.4 and that in their opinion the Completion Accounts have been drawn up in accordance with the provisions of clause 6.5 and comply with those provisions; and

confirm in writing the amount of the NAV on the basis of those Completion Accounts;

If the Seller and the Buyer have not resolved any matter(s) in dispute and have not provided the written confirmations referred to in clause 6.5.2 within the Review Period, then the relevant matter(s) shall be in dispute between the Seller and the Buyer and shall immediately be referred to such firm of independent chartered accountants as the Seller and the Buyer may agree within 15 business days of a request by either of them to the other or, failing agreement within that time, as the President for the time being of the Institute of Chartered Accountants in England and Wales (or any person for the time being performing the functions of that official) may nominate on the application of the Seller or the Buyer (the “Independent Accountants”) for determination on the following basis:

the Independent Accountants shall be instructed to notify the Seller and the Buyer of their determination of any such matter within 30 business days of that referral (or such longer period as may be agreed in writing between the Buyer and the Seller);

the Seller and the Buyer may make written submissions to the Independent Accountants, but subject to those rights the Independent Accountants shall have power to determine the procedure to be followed in relation to their determination;

in making any such submissions the Seller and the Buyer shall state their respective best estimates of any monetary amounts referred for determination;

in making their determination the Independent Accountants shall act as experts and not as arbitrators, their decisions as to any matter referred to them for determination shall in the absence of manifest error be final and binding on the parties and shall not be subject to question on any ground; and

the fees and expenses of the Independent Accountants shall be borne and paid as the Independent Accountants shall direct (or in the absence of any such direction, as to half by the Seller and as to half by the Buyer).

Following any agreement between the Seller and the Buyer in accordance with clause 6.6 or any determination by the Independent Accountants in accordance with clause 6.7, the parties shall:

jointly incorporate into and reflect in the draft Completion Accounts the matters agreed between the Seller and the Buyer and/ or determined by the Independent Accountants; and

provide written confirmation of those adjusted accounts in the terms set out in paragraphs 6.5.2.2 and 6.5.2.3 of clause 6.5;

Until the NAV shall have been agreed or determined the Seller and the Buyer shall respectively:

give or procure that the Seller or the Buyer and the Independent Accountants (as the case may require) are given access at all reasonable times on prior appointment during normal working hours on business days to all relevant books and records which are in the possession or under the control of the Seller, the Company or the Buyer (as the case may be); and

generally provide the Seller or the Buyer and the Independent Accountants (as the case may require) with such other information and assistance as they may reasonably require (including access to and assistance at reasonable times on prior appointment during normal working hours on business days from personnel employed by the Seller, the Company or the Buyer, as the case may be), in relation to the review, agreement or determination of the Completion Accounts and the determination of the NAV.

The fees and expenses of the auditors in respect of the preparation of the Completion Accounts as provided in clause 6.3 shall be borne equally by the Buyer and the Seller who shall indemnify each other accordingly and the cost to be borne by the Seller shall be satisfied by being provided in the Completion Accounts.

The Buyer and the Seller shall execute any documents (including any terms of engagement or limitations on liability), provide any information and take any steps which, in each case, may reasonably be required by the Auditors or, as the case may be, the Independent Accountants in order to enable them to complete the work required of them by this clause 6.

Nothing in this agreement shall prevent the Buyer or the Seller from obtaining, at their own expense, professional advice in relation to any matter arising in connection with the agreement or determination of the Completion Accounts and the NAV.

The preparation of the Completion Accounts and the agreement and/or determination of the NAV shall be without prejudice to any claim which the Buyer might have against the Seller under or in respect of this agreement and/or the Tax Covenant but the Seller shall not be liable more than once in respect of the same loss.

Completion

Completion shall take place at such place as the parties may agree on the Completion Date when all (but, subject to clauses 7.3 and 7.4, not part only unless the parties shall so agree) of the business set out in schedule 6 shall be transacted and the parties agree the matters contained in schedule 6.

Following compliance with the provisions of schedule 6, the Buyer shall:

pay by electronic funds transfer to the Nominated Account the sum of £41,880,531;

pay to the Escrow Agent (as defined in the Joint Issues Agreement) by electronic funds transfer the sum of £3,210,944 (being the Seller’s proportion of the UK Retention) to be deposited with the Escrow Agent and held pursuant to the terms of the Escrow Agreement.

Post-Completion Matters and Further Assurances

The Seller declares that for so long as he remains the registered holder of any of the Sale Shares after Completion he shall:

hold the Sale Shares and the dividends and other distributions of profits or surplus or other assets declared, paid or made in respect of them after Completion and all rights arising out of or in connection with them in trust for the Buyer and any successors in title to the Buyer; and

deal with and dispose of the Sale Shares and all such dividends, distributions and rights as are described in clause 8.1.1 as the Buyer or any such successor may direct.

The Seller appoints the Buyer by way of security as his lawful attorney for the purpose of receiving notices of and attending and voting at all meetings of the members of the Company from Completion to the day on which the Buyer or its nominee is entered in the register of members of the Company as the holder of the Sale Shares and for that purpose the Seller authorises:

the Company to send any notices or other communications in respect of his holding of Sale Shares to the Buyer; and

the Buyer to complete in such manner as it thinks fit and to return proxy forms, consents to short notice and any other document required to be signed by him in his capacity as a member.

The Buyer shall not use its powers under this clause to re register the Company as an unlimited company under CA 1985 Section 49.

As soon as reasonably practicable following Completion the Seller shall (and shall procure that any relevant third party shall) send to the Buyer all documents, correspondence, memoranda, files and other records to which the Company is entitled and which are not located at the Property or delivered at Completion (whether or not referred to in schedule 6).

The Seller covenants with the Buyer that the Seller shall pay to the Company an amount equal to the aggregate amount of all claims (if any) made against the Company by any director or secretary or employee or consultant of the Company required to resign under this agreement on Completion and arising from that resignation together with an amount equal to the aggregate of all costs, charges and expenses incurred by the Company arising from any such claim.

The Seller shall execute or, so far as is within his power, procure that any relevant third party shall execute, all such documents and/ or do or, so far as he is able, procure the doing of such acts and things as the Buyer shall after Completion reasonably require in order to give effect to this agreement and any documents entered into under it and to give to the Buyer the full benefit of all the provisions of this agreement.

On Completion the Buyer shall procure that the Company shall pay the Istenes Sum. For the avoidance of doubt, the Istenes Sum shall be deemed to have been paid by the Company prior to Completion to the intent that it does not form part of the Company’s cash balances at Completion.

The Seller shall on Completion procure the release of the Company from any guarantee or like obligation given by the Company in respect of any obligations owed by a third party (including the Seller) and the Seller shall indemnify the Buyer and the Company in respect of all liability arising after Completion in respect of it.

Warranties

In consideration of the Buyer entering into this agreement the Seller warrants to the Buyer:

(subject to clause 9.3) in the terms set out in schedule 4;

that any statement in schedule 4 which is qualified as being made “so far as the Seller is aware” or “to the best of the knowledge, information and belief of the Seller” has been so qualified after due diligent and careful enquiries by the Seller (including enquiry of the executive directors and company secretary, of the Company and the accountants, solicitors, patent agents, trade mark agents and tax advisers who act, or at the relevant time acted, for the Company) and that the Seller has used all reasonable endeavours to ensure that all given in that statement is accurate in all material respects;

The Seller shall indemnify the Buyer against any loss, claim, demand or damage (including costs) arising from breach of the Warranties in paragraphs 2.1 and 2.2 of schedule 4 or of the covenants in clause 2.2 or 2.5.

The indemnity set out in clause 9.2 shall not be subject to the limitations set out in Article 4 of the Joint Issues Agreement or schedule 5 of this agreement and shall not be qualified by anything contained in or referred to in the Disclosure Letter.

Except as provided in clause 9.3, the Warranties are qualified to the extent, but only to the extent, of those matters fairly disclosed in the Disclosure Letter.

Each of the paragraphs in schedule 4:

shall be construed as a separate and independent warranty; and

except as expressly provided otherwise in this agreement, shall not be limited by reference to any other paragraph in schedule 4 or by any other provision of any Agreed Document;

All claims by the Buyer for damages in respect of any breach of Warranty shall (subject to clause 9.4) be subject to the provisions for the protection of the Seller in schedule 5 of this agreement and Article 4 (Indemnification limitations; Escrowed funds) of the Joint Issues Agreement save in the case of fraud, deceit or other dishonesty, or intentional misstatement or intentional omission.

The Warranties shall not be extinguished or affected by Completion.

The Seller agrees with the Buyer (but without prejudice to the liability of the Seller under the Warranties) :

that the giving by the Company and/ or any of its directors, employees, agents or advisers to the Seller or its agents or advisers of any information or opinion in connection with the Warranties or the Agreed Documents or otherwise in relation to the business or affairs of the Company or in connection with the negotiation and preparation of the Agreed Documents shall not be deemed a representation, warranty or guarantee to any party of the accuracy of any such information or opinion;

to waive any right or claim which he may have against the Company and/ or any of its directors, employees agents or advisers for any error, omission or misrepresentation in any such information or opinion; and

that any such right or claim shall not constitute a defence to any claim by the Buyer under or in relation to the Agreed Documents (including the Warranties).

Notwithstanding any other term of this agreement, except in the case of a fraudulent misrepresentation, the Seller shall not in relation to the sale hereunder of the Sale Shares or this agreement be liable in respect of any representations or warranties or similar assurances which are not contained and expressly given or assumed by him in this agreement or the Disclosure Letter or any other Agreed Document.

If the effect of a breach of Warranty is that:-

any asset of the Company is extinguished or is worth less than its value would have been if the breach of Warranty had not occurred; or

the Company is or will be under a liability or an increased or substituted liability which would not have existed if the breach of Warranty had not occurred;

the payment in cash to the Buyer of an amount equal to the amount by which in consequence of the breach of Warranty the value of the Sale Shares falls short of the value they would have had if the breach of Warranty had not occurred; or

the payment in cash to the Buyer of the amount provided in clause 9.11.

The amount referred to in clause 9.10(b) in relation to the alternative measure of damages is:

if the effect of the breach of Warranty is as stated in clause 9.10.1, the amount by which the value of the assets of the Company falls short of

the value they would have had if the breach of Warranty had not occurred; or

if the effect of the breach of Warranty is as stated in clause 9.10.2, the amount by which the liabilities of the Company exceed what would have been their amount if the breach of Warranty had not occurred;

The amount of the loss suffered by the Buyer in consequence of any breach of Warranty as measured by any of the payments which the Buyer is entitled to require to be made under clause 9.11 shall be deemed to have been within the contemplation of the parties on entering into this agreement.

The rights and remedies of the Buyer in respect of any breach of the Warranties shall not be affected or limited, and the amount recoverable shall not be reduced, by any investigation made by it or on its behalf into the affairs of the Company SAVE THAT if such investigation gives the Buyer (in the persons only of John Gruber, Paul Henry, Bryan Boettger, Mark Cassens, Michael Wons, and Guy Wernet) actual knowledge of the relevant facts and circumstances giving rise to any claim under the Warranties then to that extent the Buyer shall not be entitled to make recovery. For the avoidance of doubt such rights remedies and the amounts recoverable shall not be affected or limited on the grounds that the Buyer may have had constructive imputed or implied knowledge of the matter giving rise to the claim.

Tax Covenant

The Seller covenants with the Buyer in the terms of the Tax Covenant, which shall take effect from Completion.

Restrictive Covenants

In order to protect the value of the Sale Shares and the value and utility of the Business Information and goodwill of the Company the Seller covenants with each of the Company and the Buyer that without the prior consent in writing of the Buyer (such consent not to be unreasonably withheld) he shall not directly or indirectly, whether by himself, or by his employees or agents or any Family Member and whether on his own behalf or on behalf of any other person, firm or company or by an entity controlled by him or any Family Member or otherwise, for the period specified in clause 11.2:

carry on, be employed or otherwise engaged, concerned or interested in any capacity (whether or not for reward) in, provide any technical, commercial or professional advice to, or assist in any manner any business which is or is about to be involved in the manufacture, production, distribution or sale of the Restricted Products or any of them or the supply of the Restricted Services or any of them in the Prohibited Area (but not so as to preclude the holding of less than 5% of any class of shares or debentures listed on any recognised stock exchange);

in relation to the Restricted Products or any of them or the Restricted Services or any of them, solicit or canvass, accept orders from or otherwise deal with any person who:

was a customer of the Company at any time during the two years prior to the Completion Date; or

at the Completion Date was in the process of negotiating to do business with the Company;

solicit or entice away or attempt to solicit or entice away from the Company Peter Istenes and/or Compet ’98 or any other director, manager, technical expert or person earning or invoicing more than £50,000 per annum (gross) employed or otherwise engaged by the Company under a contract for services with it on the Completion Date, whether or not that person would commit any breach of any employment contract or contract for services by leaving the Company;

(subject to clause 11.5 employ or otherwise engage Peter Istenes or Compet ’98 or any other person who at the Completion Date or during the preceding 24 months was employed or otherwise engaged by the Company and who as a result is or is reasonably likely to be in possession of any Business Information or Know-How belonging to the Company;

deliberately and knowingly do or omit to do any act or thing with the intention of prejudicing or diminishing the value of the Company’s business to a material extent;

The covenants in clause 11.1 shall apply for the period of 3 years from the Completion Date.

The Seller covenants with the Buyer that he shall not and shall procure that no entity controlled by him (and shall use all reasonable endeavours to procure that no Family Member) shall at any time after Completion directly or indirectly, whether by himself or itself, or by his or its employees or agents or otherwise:

carry on any trade or business (or be associated with any person involved in any trade or business) using (a) the name PIPS TECHNOLOGY or any name incorporating the word “PIPS” or any similar name and/or (b) the Domain Names (or any similar domain names) and/or (c) the Trade Marks and/or (d) any other trade mark or service mark, trade name, design trading style, domain name or logo (whether registered or not) used in the business of the Company and/or any other name logo trade or service mark design trading style or domain name which is or might be confusingly similar thereto;

in the course of carrying on any trade or business, claim, represent or otherwise indicate any ongoing association with the Company or, for the purpose of obtaining or retaining any business or custom, claim, represent or otherwise indicate any past association with the Company;

interfere or seek to interfere with, or with the continuance of, the supply of goods and services to or by the Company (or the terms of any such supply); or

(subject to clause 11.5) without the consent of the Company or the Buyer use, whether on his or its own behalf or on behalf of any third party, or disclose to any third party, any Business Information.

Subject to clause 11.5 the Seller covenants with the Company and (as a separate and independent covenant) with the Buyer that, if the Company shall

have obtained any Business Information from any third party under an agreement including any restriction on disclosure known to it, the Seller shall not and shall procure that no entity controlled by him and no person connected with him shall at any time without the consent of the Company or the Buyer infringe that restriction.

The restrictions in clauses 11.3.4 and 11.4 shall not apply:

to any Business Information which is in or becomes part of the public domain, other than through a breach of the obligations of confidentiality set out in this agreement; or

if and to the extent only that the Seller is required to disclose Business Information by any Official Requirement (including the regulations of any securities exchange or other Relevant Authority to which he or any entity controlled by him is subject).

The Seller agrees with the Buyer that the restrictions and undertakings in clauses 11.1 to 11.4 inclusive (on which the Seller confirms that he has received independent legal advice):

are reasonable and necessary for the protection of the value of the Sale Shares and the Company; and

are integral to the terms on which the Buyer has agreed to purchase the Sale Shares and necessary for the implementation of their purchase by the Buyer;

The undertakings in clauses 11.1, 11.3 and 11.4 shall be construed as a separate and independent undertakings and if one or more of the undertakings is held to be void or unenforceable, the validity of the remaining undertakings shall not be affected.

Without prejudice to clause 11.6, if any restriction or undertaking is found by any court or other competent authority to be void or unenforceable the parties shall negotiate in good faith to replace such void or unenforceable restriction or undertaking with a valid provision which, as far as possible, has the same legal and commercial effect as that which it replaces.

The Buyer for itself and as agent for the Company may by written notice to the Seller vary the terms of any part of this clause as it may affect the Seller by reducing the period during and the extent of the activities to which the commitments are to apply or the geographical area to which the commitments relate.

Announcements and Confidentiality

Except as expressly required by any Official Requirement or by the UK Listing Authority or the Panel on Takeovers and Mergers or by any other Relevant Authority, all announcements or circulars by, for or on behalf of either party

relating to any matter provided for in any Agreed Document shall be in a form approved in writing by the parties in advance of issue.

The Seller shall (without limit in time, but subject to clause 12.3) keep and procure to be kept secret and confidential all Confidential Information belonging to the Buyer disclosed or obtained as a result of the discussions and negotiations leading to the execution of, or the performance of, this agreement and shall neither use nor disclose any such Confidential Information except for the purposes of the proper performance of this agreement or with the prior written consent of the Buyer. Where disclosure is made to any employee, consultant, adviser or agent, it shall be made subject to obligations equivalent to those set out in this agreement. The Seller shall use his best endeavours to procure that any such employee, consultant, adviser or agent complies with each of those obligations. The Seller shall be responsible to the Buyer in respect of any disclosure or use of any of the Buyer’s Confidential Information by a person to whom disclosure is made. In this clause 12.2 disclosure includes disclosure in writing or by any other means.

The obligations of confidentiality in clause 12.2 shall not extend to the Seller in respect of any matter which the Seller can show:

is in, or has become part of, the public domain other than as a result of a breach of the obligations of confidentiality under this agreement;

was in the Seller’s written records prior to the date of this agreement and not subject to any obligations as to confidentiality;

was independently disclosed to the Seller by a third party entitled to disclose it; or

is required to be disclosed under any Official Requirement or by any Relevant Authority.

Specific Covenants to Pay and Miscellaneous Matters

The Seller covenants with the Buyer that he shall pay to the Buyer on demand and from time to time an amount equal to all losses costs claims and expenses (including legal and other professional fees on a full indemnity basis) suffered or incurred by the Company and/or the Buyer arising out of or in connection with:

each and all transactions entered into between the Seller and/or any person connected with him and the Company and each and all of the payments made by the Company to the Seller and/or any person connected with him (including but without limitation any Tax Liability which would not have arisen but for such transactions and payments) other than salary payments and transactions in the ordinary course of business between the Company and PIPS Inc;

any failure by the Company to comply in full with all obligations imposed by the Welfare Reform and Pensions Act 1999 and any regulations made under it regarding facilitating access to all of its relevant employees (as defined in the Welfare Reform and Pensions Act 1999) to a stakeholder pension arrangement

the sale by Pearpoint Limited of its image processing business to the Company in September 2001;

the share option scheme in favour of the B Shareholders having ceased on or before Completion to meet the qualifying conditions of an Enterprise Management Incentive option scheme (whether by reason of the Company ceasing to be a qualifying company or otherwise).

the price paid or payable to the B Shareholders in respect of the B Shares and the fact of any payment by the Buyer to the Seller’s English Solicitors or delivery of the Loan Notes or any of them to the Seller’s English Solicitors in each case in respect of any sum due under this agreement or the Joint Issues Agreement and/or the Escrow Agreement;

any determination by HMRC that the Istenes Sum is not tax deductible for the purposes of corporation tax.

For the avoidance of doubt the covenants to pay set out in this clause 13 shall not be subject to the limitations set out in Article 4 of the Joint Issues Agreement or schedule 5 of this agreement and shall not be qualified by anything contained in or referred to in the Disclosure Letter (but without prejudice to the provisions of clause 14.10).

Preservation of Rights

The Buyer may, in its discretion, in whole or in part release, compound or compromise, or waive its rights or grant time or indulgence in respect of, any liability to it under any Agreed Document without affecting its rights in respect of any other liability.

If the Buyer:

grants the Seller any indulgence, forbearance or extension of time; or

does not ascertain or exercise any of its rights or remedies, or delays in doing so;

Any waiver of any right, obligation or remedy under, or compliance with or breach of any provision of, this agreement must be expressly stated in writing to be such a waiver, must specify the right, remedy, obligation, provision or breach to which it applies and must be signed by an authorised signatory of the Buyer.

If the Buyer waives any right, obligation or remedy under, or compliance with or breach of any provision of this agreement, other than by instrument in writing constituting a deed, it can still enforce that right, obligation or provision or claim that remedy subsequently and that waiver shall not be deemed to be a waiver of any subsequent breach of that or any other provision or of any other right, obligation or remedy.

The discontinuance, abandonment or adverse determination of any proceedings taken by the Buyer to enforce any right or any provision of this agreement

shall not of itself operate as a waiver of, or preclude any exercise or enforcement or (as the case may be) further or other exercise or enforcement by the Buyer of, that or any other right or provision.

All references in clauses 14.2 to 14.5 to:

any right shall include any power, right or remedy conferred by this agreement on, or provided by law or otherwise available to, the Buyer; and

any failure to do something shall include any delay in doing it.

The giving by the Buyer of any consent to any act or matter which by the terms of this agreement requires that consent shall not prejudice the right of the Buyer to withhold or give consent to any similar act or matter.

Clauses 14.1 to 14.6 inclusive shall apply (with the appropriate changes) to any rights under this agreement enforceable under the Contracts Act by any person who is not party to it.

All of the provisions of this agreement shall, so far as they are capable of being performed or observed, continue to be effective notwithstanding Completion except in respect of those matters then already performed and Completion shall not constitute a waiver of any of the Buyer’s rights in relation to this agreement.

The rights and remedies conferred on the Buyer and/or the Company under this agreement:-

are cumulative and are additional to, and not exclusive of, any rights or remedies provided by law or otherwise available at any time to the Buyer (including the right to damages for any loss or additional loss suffered by the Buyer) but the Buyer shall not be entitled to recover more than once in respect of the same loss ;

(subject always to clause 9.13) shall not be affected or limited, and the amount recoverable shall not be reduced, on the grounds that the Buyer may before Completion have had actual, constructive imputed or implied knowledge of the matter giving rise to the claim (subject to clause 9.3, other than (but in respect of the Warranties only) by way of that matter being fairly disclosed in the Disclosure Letter); and

(subject always to clause 9.13) shall not be affected or limited by any investigation made by or on behalf of the Buyer into the Company or any report on the Company prepared at the instance of or made available to the Buyer (other than by being fairly disclosed in the Disclosure Letter).

The rights and remedies conferred on the Buyer and/or the Company under this agreement may be delegated to and exercised by Federal Signal Corporation and/or any other member of the Buyer’s Group on behalf of the Buyer for so long as it remains such a member and not so as to impose on the Seller a liability greater than that which is owed to the Buyer.

Notices

Except as otherwise provided in this agreement, every notice under this agreement shall be in writing and shall be deemed to be duly given if it (or the envelope containing it) identifies the intended recipient as the addressee and:

it is delivered by being handed personally to the addressee (or, where the addressee is a corporation, any one of its directors or its secretary);

it is delivered by being left in a letter box or other appropriate place for the receipt of letters at the addressee’s authorised address (as defined below); or

the envelope containing the notice is properly addressed to the addressee at the addressee’s authorised address and duly posted by the recorded delivery service (or by international recorded post if overseas) or the notice is duly transmitted to that address by facsimile transmission;

A notice sent by post (or the envelope containing it) shall not be deemed to be duly posted for the purposes of clause 15.1.3 unless it is put into the post properly stamped or with all postal or other charges in respect of it otherwise prepaid.

For the purposes of this clause 15 the authorised address of the Buyer and the Company respectively shall be the address of its registered or principal office for the time being or (in the case of notices sent by facsimile transmission) its facsimile number at that address and the authorised address of the Seller shall be the address of the Seller’s Solicitors or (in the case of notices sent by facsimile transmission) the facsimile number of the Seller’s Solicitors.

Any notice duly given within the meaning of clause 15.1 shall be deemed to have been both given and received:

if it is delivered in accordance with clauses 15.1.1 or 15.1.2, on that delivery; and

if it is duly posted or transmitted in accordance with clause 15.1.3 by any of the methods specified in that clause, on the second (or, when sent by airmail, fifth) business day after the day of posting or (in the case of a notice transmitted by facsimile transmission) on receipt by the sender of a transmission report showing the successful transmission of the whole of the relevant notice or (if that transmission is not made during normal working hours on a business day) at 9.00 a.m. on the next business day.

For the purposes of this clause “notice” shall include any request, demand, instruction, communication or other document.

Each notice to be given under or in connection with this agreement shall be in English and if that notice is translated into any other language, the English language text shall prevail.

Entire Agreement

The Agreed Documents together with the Replies and the Disclosure Letter constitute the entire agreement between the parties in relation to the sale and purchase of the Sale Shares and other matters covered by them and supersede any previous agreement between the parties in relation to those matters, which shall cease to have any further effect. It is agreed that:

no party has entered into any Agreed Document in reliance on, and each party unconditionally waives any claims in relation to, any statement, representation, warranty or undertaking which is not expressly set out or provided for in the Agreed Documents, the Replies or the Disclosure Letter;

in the absence of fraud, no party shall have any remedy in respect of any untrue statement made, to it or its representatives or agents, prior to this agreement being entered into and on which it or they relied other than representations, warranties or undertakings set out in the Agreed Documents the Replies and the Disclosure Letter; and

this clause 16 shall not exclude any remedy or liability for fraudulent concealment or fraudulent misrepresentation.

The Seller confirms that save as fairly disclosed in the Disclosure Letter there are no agreements to which both he (or any connected person) and the Company are party, other than those of the Agreed Documents (if any) to which they are parties.

Nothing contained in this agreement shall affect or diminish the liability of the Seller in respect of any reply given by him or on his behalf to the Buyer’s Solicitors in response to enquiries raised by the Buyer’s Solicitor.

Alterations

No purported alteration of this agreement shall be effective unless it is in writing, refers specifically to this agreement and is duly executed by each party to this agreement.

Severability

Each provision of this agreement is severable and distinct from the others. The parties intend that each of those provisions shall be and remain valid and enforceable to the fullest extent permitted by law. If any such provision is or at any time becomes to any extent invalid, illegal or unenforceable under any enactment or rule of law, it shall to that extent be deemed not to form part of this agreement but (except to that extent in the case of that provision) it and all other provisions of this agreement shall continue to be effective and their validity, legality and enforceability shall not be affected or impaired as a result, subject to the operation of this clause not negating the commercial intent and purpose of the parties under this agreement. The proviso to clause 1.2.6 shall be read subject to this clause 18.1.

If any provision of this agreement is illegal or unenforceable because any period or area specified in it exceeds that permitted by a Relevant Authority, that provision shall take effect with the minimum modification necessary to make it valid, effective and acceptable to that Relevant Authority subject to

that modification not negating the commercial intent of the parties under this agreement.

Counterparts

This agreement may be entered into in the form of two or more counterparts each executed by one of the parties but, taken together, executed by them and, provided that each party duly executes such a counterpart, each of the executed counterparts, when duly exchanged or delivered, shall be deemed to be an original, but, taken together, they shall constitute one instrument.

Payment of Costs

Each party shall be responsible for that party’s own legal and other costs incurred in relation to the negotiation, preparation and completion of each of the Agreed Documents and all other relevant documents.

The Company shall not directly or indirectly pay or reimburse any costs or expenses in connection with any investigation relating to it or with the negotiation, completion or implementation of the Agreed Documents unless the provisions of Chapter VI CA 1985 shall have complied with in relation thereto.

Successors, Assigns and Third Party Rights

This agreement shall be binding on and shall enure for the benefit of the successors in title of the parties and also the personal representatives of the Seller.

Except as provided in clause 21.3, none of the parties (nor any other person entitled to enforce rights under this agreement) may assign the benefit of any rights under this agreement.

The Buyer and the Company may at any time assign all or any part of their rights under this agreement including the Warranties and the restrictive covenants and any cause of action arising under or in respect of them to any member of the Buyer’s Group for so long as such member remains a member of the Buyer’s Group which may enforce them as if it had been named in this agreement as the Buyer and/or the Company as the case may be PROVIDED that no such assignee or any other member of the Buyer’s Group shall be entitled to recover from the Seller more than the Buyer could have done had the assignment not taken place.

For the purposes of the Contracts Act any member of the Buyer’s Group shall have the benefit of the Warranties and the indemnities contained in this agreement PROVIDED that no other member of the Buyer’s Group shall be entitled to recover from the Seller more than the Buyer could have done.

Each of the persons described in clause 9.8.2 shall have the benefit of clause 9.8 under the Contracts Act and each of the persons described in clause 14.10 shall have the benefit of that provision under the Contracts Act to the extent provided in such clause.

Except as provided in clauses 21.4 and 21.5:

the Contracts Act shall not apply to this agreement; and

no person (including any employee, officer, agent, representative or sub-contractor of a party) other than a party to this agreement shall have the right (whether under the Contracts Act or otherwise) to enforce any term of this agreement which expressly or by implication confers a benefit on that person without the express prior agreement in writing of the parties, which agreement must refer to this clause 21.6.

No consent shall be required from any person having rights under this agreement by virtue only of the Contracts Act to any amendment, variation, waiver or settlement of this agreement or any right or claim arising from or under it which (in each case) has been agreed by any party to it.

Applicable Law and Submission to Jurisdiction

This agreement (including the Tax Covenant) and the Disclosure Letter shall be governed by and construed in accordance with English law in whatever jurisdiction any proceedings (as defined in clause 22.2) be brought or conducted.

In relation to any legal action or proceedings to enforce this agreement or arising out of or in connection with it (“proceedings”) the Seller irrevocably submits to the jurisdiction of the courts of the state of Illinois in the United States of America and the courts of the United States of America located in the said state of Illinois and waives any objection to proceedings in such courts on the grounds of venue or on the grounds that the proceedings have been brought in an inconvenient forum PROVIDED ALWAYS that the Buyer may at its sole discretion seek to bring proceedings against the Seller in the English courts and in such circumstance the Seller irrevocably submits to the jurisdiction of the English Courts and waives any objection to proceedings in such courts on the grounds of venue or on the grounds that the proceedings have been brought in an inconvenient forum.

Address for Service

The Seller appoints the Seller’s English Solicitors as his process agent to receive on his behalf service of process arising out of or connected with this agreement. Service upon the process agent shall be good service upon the Seller whether or not it is forwarded to and received by the Seller. If for any reason such process agent ceases to be able to act as process agent, or no longer has an address in England, the Seller irrevocably agrees to appoint a substitute firm of solicitors to act as process agent with an address in England reasonably acceptable to the Buyer and to deliver to the Buyer a copy of the substitute process agent’s acceptance of that appointment within 30 days. In the event that the Seller fails to appoints a substitute process agent, it shall be effective service for the Buyer to serve the process upon the last known address in England of the last known process agent for the Seller notified to the Buyer, notwithstanding that such process agent is no longer found at such address or has ceased to act.

Exchange rates

Where a conversion from one currency to another has to be made for the purposes of this agreement, the exchange rate shall be the spot rate for the purchase of the one currency from the other as certified by HSBC Bank Plc as prevailing in London at or about 11.00 a.m. on the relevant day.

Conflict with Joint Issues Agreement

If any provision of this agreement is in conflict with the Joint Issues Agreement the provisions of the Joint Issues Agreement shall prevail.

The PIPS Inc Agreements having been entered into and having become unconditional in all respects (save as to the execution of this Agreement);

The Istenes Acknowledgement having been entered into by its parties and having become unconditional in all respects (save as to the execution of this agreement).

The Joint Issues Agreement having been entered into and having become unconditional in all respects (save as to the execution of this agreement).

The Minority Agreement having been entered into and having become unconditional in all respects (save as to the execution of this agreement).

No decision, order or judgement of any Relevant Authority having been issued or made prior to Completion which has the effect of making unlawful or otherwise prohibiting the sale of the Sale Shares.

The securing of a licence by PIPS Inc of the Adrain Patent (US patent number 5,831,669) on terms reasonably acceptable to FS.

The obtaining in a form reasonably satisfactory to the Buyer of written consent to the sale of the Sale Shares to the Buyer from the persons listed in below in respect of the contracts listed opposite each such person:

distribution agreement with Sagem Defense Security dated 27.01.06;

Hertfordshire Constabulary Contract for supply of ANPR Cameras dated 17.06.05;

National Welsh Assembly contract dated 09.09.03 for supply of journey time measurement system using ANPR

The obtaining in a form reasonably satisfactory to the Buyer of confirmatory intellectual property assignments to the Company executed under seal by Cheryl Patrick and John Morris respectively.

Information

The information in schedule 2, schedule 3, schedule 7 and schedule 10 is accurate.

All information contained in the Replies and in the Disclosure Letter is in all material respects complete and accurate and is not misleading.

To the best of the Seller’s knowledge information and belief there is no other fact, matter or circumstance which renders any such information incomplete, inaccurate or otherwise misleading.

The Seller

The Seller has full power to enter into and perform this agreement which constitutes binding obligations on the Seller in accordance with its terms;

The Sale Shares constitute the whole of the issued share capital of the Company, all the Sale Shares are fully paid or are properly credited as fully paid, the Seller is the sole legal and beneficial owner of all the A Shares free from Encumbrances and the B Shareholders are together the sole legal and beneficial owner of all the B Shares free from Encumbrances.

Accounts

The Accounts:-

show a true and fair view of the assets, liabilities and state of affairs of the Company as at the Accounts Date and of its profits for the financial period ended on the Accounts Date in accordance with UK GAAP;

were prepared in accordance with the requirements of all relevant statutes, and with UK GAAP;

have been prepared using the same bases, policies, practices and methods which were used in preparing the audited accounts of the Company for the last three financial years.

contain full provision or reserve for all bad and doubtful debts, obsolescent or slow-moving stocks and for depreciation on all fixed assets, which provision or reserve was when made and is now adequate;

contain a note of all capital commitments of the Company at the Accounts date, which note was when made and is now adequate, fair and not misleading;

disclose, note or provide properly (in accordance with UK GAAP) for all liabilities of the Company which were known, actual or contingent;

value the stock at the lower of cost and net realisable value, and such stock does not include any redundant, obsolete or unsaleable items which are not properly provided or reserved for (in accordance with UK GAAP) or any items which are the subject of a dispute with a supplier or a customer;

contain proper and adequate reserves or provision for all Taxation, including deferred taxation as defined in FRS 19 (sufficient provision being made in a deferred taxation account for any corporation tax on chargeable gains and balancing charges that would arise on the sale of all fixed assets at the values attributed to them in the Accounts);

reflect all the fixed and loose plant and machinery, equipment, furniture, fittings and vehicles used by the Company at the Accounts Date and (apart from depreciation in the ordinary course of business) their value is not significantly less (subject to depreciation) than at the Accounts Date and none has been acquired for any consideration in excess of its net realisable value at the date of such acquisition or otherwise than by way of a bargain at arm’s length.

The basis of valuation for stock-in-trade and work-in-progress has remained in all material respects consistent with that adopted for the purpose of the Company’s audited accounts in respect of the beginning and end of each of the accounting periods of the Company for the last three financial years.

All accounts, books, ledgers, financial and other necessary records of whatsoever kind of the Company (including all invoices and other records required for VAT purposes)

have been fully, properly and accurately maintained, are in the possession of the Company and contain true and accurate records of all matters including those required to be entered in them by the Companies Acts and no notice or allegation that any of the same is incorrect or should be rectified has been received;

do not contain or reflect any material inaccuracies or discrepancies;

give and reflect a true and fair view of the matters which ought to appear in them and in particular of the financial, contractual and trading position of the Company and of its plant and machinery, fixed and current assets and liabilities

(actual and contingent), debtors and creditors and stock-in-trade and work-in-progress; and

contain information which is accurate in all material respects in accordance with generally accepted accounting principles relating to all transactions to which the Company has been a party and the Accounts do not materially overstate the value of any asset or materially understate any liability of the Company at the Balance Sheet Date.

The Management Accounts and the Interim Accounts, a copy of each of which is attached to the Disclosure Letter, (which it is acknowledged have not been the subject of an audit report)

have been prepared with due care and attention in compliance with the Company’s procedures and good commercial practice; and

have been prepared in accordance with accounting policies consistent with those used in preparing the Accounts and on a basis consistent with the management accounts of the Company for the preceding 12 months.

The cumulative profits, assets and liabilities of the Company as stated in the Management Accounts and the Interim Accounts have not been materially misstated and are not materially inaccurate and the Seller does not consider either the Management Accounts or the Interim Accounts to be misleading in any material respect.

Since the Accounts Date;

the business of the Company has been carried on in its ordinary and usual course and in the same manner, including nature and scope as in the financial year ended on the Accounts date;

there has been no material adverse change in the Company’s financial or trading position or prospects of the Company including its turnover (whether by value or by volume) or its net profit margins, or in the amount of its liabilities (actual or contingent) as compared with the corresponding months in the financial period ended on the Accounts Date;

there has been no reduction in the value of the net assets of the Company determined in accordance with the same accounting policies as those applied in the Accounts (provided that each of the assets of the Company is valued at a figure no greater than the value attributed to it in the Accounts and, in the case of assets acquired by the Company after the Accounts Date, at a figure no greater than cost);

the business has not been adversely affected by the loss of a contract or customer or source of supply or by other factors which have not affected similar businesses to the same extent;

the Company has not acquired or disposed of or agreed to acquire or dispose of any assets or assumed or incurred or agreed to assume or incur any material liabilities (actual or contingent) otherwise than in the ordinary course of business;

the Company has not declared, made or paid any dividend, bonus or other distribution of capital or income (whether a qualifying distribution or otherwise) and (excluding fluctuations in overdrawn current accounts with bankers) no loan or loan capital of the Company has been repaid in whole or in part or has become due or is liable to be declared due by reason of either service of a notice or lapse of time or otherwise howsoever;

the Company has not carried out or entered into any transaction and no other event has occurred in consequence of which (whether alone or together with any one or more transactions or events occurring before, on or after the date of this agreement) any liability of the Company to Taxation has arisen or will arise (or would have arisen or would or might arise but for the availability of any relief, allowance, deduction or credit) other than corporation tax on the actual income (not chargeable gains or deemed income) of the Company arising from transactions entered into in the ordinary course of business, income tax under the PAYE system and national insurance and social security contributions in respect of persons employed by it since the Accounts Date and VAT in respect of taxable supplies made by it in the ordinary course of business since the Accounts Date;

the Company has not made any change to the remuneration, terms of employment, emoluments or pension benefits of any present or former director, officer or employee of the Company who on the Accounts Date was entitled to remuneration in excess of £50,000 per annum and has not appointed or employed any additional director, officer or employee entitled as aforesaid;

the Company has received payment in full on their due dates of all debts owing to the Company shown in the Accounts (subject to any provision for bad and doubtful debts made in the Accounts), has not released any debts in whole or in part and has not written off debts in an amount exceeding £5,000 in the aggregate;

the Company has not entered into contracts involving capital expenditure in an amount exceeding £50,000 in the aggregate;

the Company has not become aware that any event has occurred which would entitle any third party to terminate any contract or any benefit enjoyed by it or call in any money before the normal due date therefor;

the Company has paid its creditors within the times agreed with such creditors and does not have any debts outstanding which are overdue for payment by more than four weeks;

the Company has not borrowed or raised any money or taken any financial facility (except such short term borrowings from bankers as are within the amount of any overdraft facility which was available to the Company at the Accounts Date) or since the Accounts Date renegotiated or received any notice from any banker that such banker wishes to renegotiate any overdraft facility available to the Company at the Accounts Date;

the Company has not made any change to its accounting reference date and no accounting period of the Company has ended since the Accounts Date;

the Company has not made a payment or incurred an obligation to make a payment outside the ordinary course of business which will not be deductible in computing trading profits for the purposes of corporation tax or as a management expense of the Company; and

the Company (including any class of its members) has not passed any resolution whether in general meeting or otherwise.

Debtors and Creditors

The Company has no indebtedness except:

as stated in the Accounts or in the Management Accounts or in the Completion Accounts;

as fairly disclosed in the Disclosure Letter; or

amounts due to trade creditors incurred in the ordinary course of trading since the date of the Management Accounts and provided for in full in the Completion Accounts.

The amounts for which the assets of the Company are security have not increased above the level shown in the Accounts or in the Management Accounts.

The Company is not owed any moneys other than in the ordinary course of business.

The book debts shown in the Accounts have realised their full nominal amount less any reserve for bad or doubtful debts stated in the Accounts and no book debt has been duplicated or otherwise incorrectly recorded in the Accounts or the Management Accounts.

The Company has not factored or discounted any of its debts.

The Company is not responsible for the indebtedness of any other person nor party to any option or pre-emption right or any guarantee, suretyship or any other obligation (whatever called) to pay, purchase or provide funds (whether by the advance of money, the purchase of or subscription for shares or other securities or the purchase of assets or services or otherwise) for the payment of, or as an indemnity against the consequence of default in the payment of, any indebtedness of any other person. No person has given any guarantee of or security for any overdraft, loan or loan facility granted to the Company.

The Company is not in default under the terms of any borrowing made by it and no circumstances have arisen which could entitle a lender of finance to the Company (other than on normal overdraft facility) to call in the whole or any part of the moneys advanced or enforce any security.

All debts owed to the Company are collectable in the ordinary course of business and each such debt will realise in full its face value within three months of its due date for payment. The Seller considers none of the debts owing to the Company (but which are not yet due) to be irrecoverable in whole or in part. The Company does not own the benefit of any debt (whether present or future) other than debts which have accrued to it in the ordinary course of business. The debts owing to the Company shown in the Accounts (subject to any provision for bad or doubtful debts made in the Accounts) were paid in full on their due dates. This warranty shall not apply in respect of the provisions for bad debts made in the Accounts and the Completion Accounts.

Subsidiaries

The Company does not now have and has never had any subsidiary.

The Company does not now hold and has never held any shares in the capital of any company.

Property

The Company does not own, use or occupy or has any interest in any land and/or buildings other than the Property.

The description of the Property and the particulars of the estate owner and present use contained in schedule 7 are correct and plans which accurately delineate the extent of the Property are attached to Disclosure Letter.

In this paragraph the expression the “present use” means in respect of each of the Properties the present use specified in schedule. Except as fairly disclosed in the Disclosure Letter-:

the Company has a good title to the Property;

the Property is not subject to any covenant, condition, agreement, restriction, reservation or right adversely affecting its present use;

the Company has not

breached any covenants, restrictions or stipulations which affect the Property (including covenants contained in any lease or leases under which the Property are held); and

neither the Seller nor the Company has received any notice of any breach of any such matter as is mentioned in paragraph 7.3.3.1;

the Company is in exclusive and undisputed occupation of the whole of the Property;

the Property is not subject to (or to any agreement to create) any lease, tenancy, licence to occupy or other Encumbrance;

no party claims the benefit of any right, easement, reservation or other privilege or Encumbrance in or over the Property adverse to the title or interest of any Group Company or their present use;

the Property and all buildings on it and their present use comply with all relevant Town and Country Planning legislation, byelaws and regulations and no consents or approvals obtained under any of those enactments are temporary or personal or subject to any conditions which have not been fully complied with;

the Property complies in all material respects with the Offices Shops and Railway Premises Act 1963, the Fire Precautions Act 1971, the Health and Safety at Work etc. Act 1974 and all other relevant Official Requirements and all orders consents or permissions given under any of them;

neither the Seller nor the Company has received any notice of any breach of any requirement referred to in paragraphs 7.3.7 and 7.3.8;

to the extent that it may be required a fire certificate has been issued (or is in the course of being issued and to the best of the Seller’s knowledge, information and belief there is no reason why any such certificate will not be issued) for the Property and it complies with current fire regulations; and

all documents required to prove the title of the Company to the Property are in the possession of or under the control of the Company.

The Seller confirms that:-

there are no structural or material defects in the buildings or structures on the Property;

all such buildings and structures are in good and substantial repair and condition; and

there is no asbestos on the Property as defined in the Leases thereof;

Neither the Company nor the Seller have received any adverse surveyors’, engineers’ or other professional report in respect of any of the Property.

The Company has not at any time assigned or otherwise disposed of any freehold or leasehold property in respect of which the Company has any continuing liability either as original contracting party or by virtue of any direct covenant or under an authorised guarantee agreement given on a sale or assignment to or from the Company or as a surety for the obligations of any other person in relation to any real property and no claim has been made against the Company in respect of any leasehold property formerly held by it or in respect of which it acted as a guarantor nor is any such claim anticipated.

No notices under the Landlord and Tenant (Covenants) Act 1995 have been served on the Company.

No claims have been made against the Company in respect of repairs, dilapidations or any similar liability, and no other monetary claim or liability is outstanding, in each case in relation to the Property.

The Seller is not aware of any fact or circumstance which may give rise at any time in the future to any claim or liability of the kind referred to in paragraph 7.8.

The Seller’s Solicitors have provided to the Buyer’s Solicitors details of all transactions or proposed transactions (if any) relating to the Property since the date title details were supplied to the Buyer’s Solicitor.

The Property is not subject to the payment of any outgoings other than the usual rates and taxes and all sums due to date in respect thereof have been paid.

No proposal relating to the rateable value of the Property has been determined by the Valuation and Community Charge Tribunal or Land Tribunal and there is no subsisting proposal to challenge the rateable value of the Property.

The Property drains foul sewage and surface water to public sewers without passing through land in the occupation or ownership of any third party or, if they do not, the Property has the benefit of all necessary easements and rights for the maintenance and use thereof and such rights are held on terms which do not entitle any person to terminate or curtail the same.

All development carried out in relation to the Property and subsequent alteration extension or improvement has been lawful and all necessary consents and permissions have been obtained therefore and fully complied with.

Environmental Matters and Health and Safety

The Company:

complies and has at all times complied with all Environmental Laws and Environmental Licences;

has obtained and maintained in force all Environmental Licences;

there are no conditions, facts or circumstances which could lead any Environmental Licence to be revoked, suspended, amended, varied, withdrawn or not renewed or which would prevent compliance with any Environmental Licence; and

is not required by any Environmental Licence or any Environmental Law or as the result of any Environmental Claim to incur any expenditure which is material in the context of the business of the Company or to desist from taking any action which might have a material adverse effect on the financial condition of the Company.

There are attached to the Disclosure Letter complete and up-to-date copies of all Environmental Licences and all orders, notices, directions, applications, appeals, amendments and reports and any other communications relating to or in connection with any Environmental Licence of which the Company is aware.

No Environmental Claim is pending or has been made or threatened against the Company and the Seller does not have any reason to believe that the Company has or is likely to have any liability in relation to Environmental Matters.

No Relevant Substance has been deposited, disposed of, kept, treated, imported, exported, transported, processed, manufactured, used, collected, sorted or produced at any time, or is present in the Environment (whether or not on property owned, leased, occupied or controlled by the Company) in circumstances which could result in an Environmental Claim against the Company or which would entitle any Relevant Authority to bring an Environmental Claim against the Company or which would have a material adverse effect on the use or value of any property owned, leased, occupied or controlled by the Company.

There are attached to the Disclosure Letter full details (including copies of any relevant reports or other documents) of any inspections, investigations, studies, audits, tests, reviews or other analyses in relation to Environmental Matters relating to the Company or any property now or previously owned, leased or occupied by the Company.

The Company has complied, and the business has been conducted, at all times in compliance with all Health & Safety Laws and the Company has not received notice from any Regulatory Authority of breach of any Health and Safety Laws.

There are no events, states of affairs, conditions, circumstances, activities, practices, incidents or actions which have occurred and have not been remedied or are occurring or have been or are in existence in connection with the Company or the conduct of the business which are liable to give rise to liability under the Health & Safety Laws.

No works, repairs, construction, remedial action or expenditure is or may be required in relation to the Health & Safety Laws in order to carry on lawfully the business at each Property.

At no time have or has the Seller or the Company had knowledge of and/or received any notice, claim or other communication alleging any contravention of or actual or potential liability under the Health & Safety Laws.

Assets

All assets (excluding the Property and the Intellectual Property as to which specific Warranties are given) used in connection with the business of the Company belong to it free from any lease, rental, hire or hire purchase agreement, agreement for payment on deferred terms, conditional sale agreement or bill of sale or other Encumbrance and there are no agreements or arrangements restricting the freedom of the Company to use or dispose of any of those assets as it thinks fit.

The Company does not make use of any asset which is not included in the Accounts.

All assets of, or used in connection with the business of, the Company are in the possession and under the control of the Company and are in good repair and condition (subject to normal wear and tear and manner of use) and regularly maintained and fully serviceable.

The Company has not acquired or agreed to acquire any material asset on terms that title to such asset does not pass to the Company until full payment is made.

All vehicles and office and other equipment (including fixed plant and machinery) shown in the Accounts or acquired since the Accounts Date or otherwise used in connection with the Company’s business which have not been disposed of in the ordinary course of business:-

do not contravene any requirement or restriction having the force of law;

are in reasonable repair and condition (fair wear and tear excepted) and are regularly maintained, fully serviceable and in satisfactory working order;

are each capable of doing the work for which they were designed and/or purchased;

are not surplus to the Company’s requirements; and

are not dangerous or in need of renewal or replacement;

Rentals payable by the Company under any leasing, hire-purchase or other similar agreement to which it is a party are set out in the Disclosure Letter and have not been and are not likely to be increased and all such rentals are fully deductible by the Company for tax purposes.

Insurances

All assets of the Company which are capable of being insured (including debtors) have at all material times been and are at the date of this agreement insured for their full replacement value against fire and other risks normally insured against by companies carrying on similar businesses or owning assets of a similar nature and the Company has at all material times been and is at the date of this agreement adequately covered against accident, physical loss or damage, third party liability (including product liability), environmental liability (to the extent that cover is available at reasonable commercial premiums) and other risks normally covered by insurance by such companies. All material particulars of such insurances, including the insurance provider(s), agent(s) or broker(s), type of insurance cover, policy limits and deductibles, and policy period(s) are set out in the Disclosure Letter.

In respect of all insurances referred to in paragraph 10.1:

all premiums and any related insurance premium taxes have been duly paid to date;

each policy is in force and effective and no act, omission, misrepresentation or non-disclosure by or on behalf of the Company has occurred which makes any of those policies voidable, nor have any circumstances arisen which would render any of those policies void or unenforceable for illegality or otherwise, nor has there been any breach of the terms, conditions or warranties of any of those policies which would entitle the relevant insurer to decline to pay all or any part of any claim made under those policies;

there are no special or unusual limits, terms, exclusions or restrictions in any of the above policies, the premiums payable under them are not in excess of prevailing normal rates for comparable cover and so far as the Seller is aware no circumstances exist which are likely to give rise to any increase in premiums;

details of all claims made during the period of three years preceding the date of this agreement are fairly disclosed in the Disclosure Letter;

no claim is outstanding and no circumstances exist which are likely to give rise to any claim under the above policies; and

all material details of all the relevant policies are fairly disclosed in the Disclosure Letter.

No claims have been made by employees of the Company in respect of industrial injury in the three years preceding the date of this agreement.

Bank Accounts

The Disclosure Letter contains full details of each of the investment, deposit and bank accounts maintained by or on behalf of the Company and of the banks and other financial institutions at which they are kept.

There are attached to the Disclosure Letter statements from each such bank and/or institution of the credit or debit balances on each of the above accounts on the last business day prior to the date of this agreement.

Full details of all overdraft, loan and other financial facilities available to the Company and of all amounts borrowed under them are set out in the Disclosure Letter and no person who provides any of those facilities has given any indication to the Company or the Seller that they are considering withdrawing or altering any of those facilities.

Neither the Seller nor the Company have done or omitted to do anything which is so far as the Seller is aware will affect adversely the continuance of the facilities referred to above.

There are no unpresented cheques drawn by the Company otherwise than in the normal course of trading.

Conduct of Business

The Company is not now nor has it been during the period of two years prior to the date of this agreement a party to any contracts or transactions which are, or involve obligations, outside the ordinary course of business, or which are of an unusual, unduly onerous or long term nature (which for this purpose includes a contract or arrangement which is not capable of being terminated by three or less than three months’ notice without payment of compensation or damages or which has an annualised value in excess of £100,000 per annum) nor has it given at any time any gifts, bribes or inducements to any person.

No event or omission has occurred which would entitle any third party to terminate prematurely any material contract to which the Company is a party or call in any money before the date on which payment of the relevant sum would normally or otherwise be due.

There is no claim against and there are no circumstances which may lead to a claim against the Company for defective goods, services, work or materials or for breach of representation, warranty, condition or Official Requirement in relation to goods or services or for delays in delivery or completion of contracts or for deficiencies of design or performance or otherwise relating to liability for goods or services sold or supplied by the Company.

The Company has not agreed to produce or deliver replacement goods after the date of this agreement or to take back or make good any defective goods or services or repair or service any goods free of charge or otherwise not at arm’s length rates or issue a credit note or write off or reduce indebtedness in respect of any goods or services.

After Completion by reason of the acquisition of the Sale Shares by the Buyer:

no supplier of the Company will be entitled to cease supplying the Company or substantially reduce or be entitled to substantially reduce its supplies to the Company;

no customer of the Company will be entitled to cease to deal with the Company or substantially reduce or be entitled to substantially reduce its existing level of business with the Company;

the Company will not lose the benefit of any right or privilege which it currently enjoys; and

no officer or senior employee of the Company will leave his office or employment.

In the three years preceding the date of this agreement not more than ten per cent in value of purchases by the Company have been placed in any twelve month period with any one supplier and not more than ten per cent in value of sales by the Company have been made in any twelve month period to any one customer.

The Company’s stock-in-trade is capable of being sold by it in the ordinary course of its business in accordance with its current price list without rebate or allowance to a purchaser.

The Company has obtained all licences, permissions and consents required for the carrying on of its business, those licences, permissions and consents are in force and effective and there are no circumstances which indicate that any of those licences, permissions or consents are likely to be revoked or not renewed in the ordinary course.

The Company does not have any branch, place of business or substantial assets outside the United Kingdom.

Directors and Employees

The particulars shown in schedule 10 and the details shown in the staff summary located at document B.08.01.01.02 in the online data room located at www.intralinks.com are complete accurate and up to date and show in respect of each director, officer, employee and worker of the Company his date of birth, the date on which he commenced continuous employment with the Company for the purposes of ERA and all remuneration payable and other benefits provided or which the Company is bound to provide (whether now or in the future) to each such person and include full particulars of all remuneration arrangements (particularly profit sharing, incentive, bonus and severance arrangements to which the Company is a party, whether binding or not) and each director, officer, employee and worker of the Company is listed therein, and all of them are engaged exclusively in the Company’s business.

No change has been made nor agreed to be made by the Company in the terms of employment of any of its directors employees or workers.

No negotiations for any increase in remuneration or benefits or change in any other term of the employment of any of the employees of the Company are current or are due to take place within six months after the date of this

agreement, no offer of or demand for any such increase has been made, and no employee of the Company has within the last 12 months received an increase in remuneration of more than five per cent or suffered any reduction in remuneration.

There are not in existence:

any employment contracts or other contracts with directors employees or workers of the Company which cannot be terminated by three months’ notice or less without giving rise to any right to claim damages or compensation (other than compensation under the Employment Rights Act 1996);

any contracts or any arrangements to which the Company is a party involving share options, profit sharing or bonus, incentive or other similar payments for any existing of its former employees or directors or any of their dependants save for options granted under the Enterprise Management Incentive Scheme, and the Company is not proposing to introduce any such scheme;

any contracts or arrangements, other than those disclosed in relation to paragraphs 13.4.1 or 13.4.2, of whatever kind (whether legally enforceable or not) between the Company and existing or former directors employees or workers of the Company including contracts or arrangements for any benefit or payments of any nature to or for the benefit of any existing or former directors employees or workers or any of their dependants;

any consultancy secondment or agency agreements between the Company and any other person, firm or company for the provision of an individual’s services to the Company; or

any arrangements by which any person has the use of any credit or charge card or account for which the Company is responsible.

All part-time, temporary and fixed-term employees of the Company enjoy the same benefits as full time employees of the Company.

There have been no strikes or industrial action short of strike action (official or unofficial) by any of the employees of the Company since its incorporation.

There is no agreement or arrangement written or oral or by custom and practice between the Company and any trade union or other body representing employees of the Company in relation either to recognition of the trade union or other body or to collective terms and conditions or the representation and, informing or consultation with employees or workers.

None of the employees of the Company are members of a trade union or any similar organisation and there is no recognised trade union, closed shop or collective agreement of any kind relating to any of the employees of the Company.

There is no claim, demand or liability outstanding or threatened (nor any circumstances, facts or events which may lead to any claim, demand or liability) against the Company on the part of any person who has been or is its director employee or worker (or the dependant of any such person).

The Company has not within a period of one year preceding the date of this agreement given notice of any redundancies to any Relevant Authority or started consultations with any independent trade unions or employee representatives under the provisions of Chapter II of Part IV Trade Union and Labour Relations (Consolidation) Act 1992 nor has the Company failed to comply with any such obligation under those provisions.

The Company:

has not at any time been a party to any relevant transfer as defined in the Transfer of Undertakings (Protection of Employment) Regulations 2006 nor has the Company failed to comply with any duty to inform and consult any independent trade unions or employee representatives under those Regulations.

has not at any time been a party to any relevant transfer as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 nor has the Company failed to comply with any duty to inform and consult any independent trade unions or employee representatives under those Regulations

The Company has in relation to each of its employees and workers (and, so far as relevant, to each of its former employees and workers) complied with:

all obligations imposed on it by all enactments, rules, regulations, acts and codes of conduct and practice relevant to the relations between it and its employees or any trade union or employee representatives and has maintained current adequate and suitable records regarding the service and terms of employment of each of its employees;

all collective agreements recognition agreements and customs and practices for the time being dealing with those relations or the conditions of employment of its employees;

all relevant orders and awards made under any relevant enactment or code of conduct and practice affecting the conditions of service of its employees;

all recommendations made by the Advisory Conciliation and Arbitration Service, all decisions made in relation to employees of that Group Company by its Arbitration Panel and with all awards and declarations made by the Central Arbitration Committee and, in each case, of which it is aware;

all orders, judgements, and decisions of any court or tribunal; and

all obligations imposed on it under the contracts or terms of employment of its employees.

No person is a shadow director of the Company within the meaning of section 741(2) CA 1985.

There are no amounts of remuneration outstanding (including bonuses, holiday pay, and liabilities under section 13 Employment Rights Act 1996 accrued to the Completion Date) to any existing or former employee or director of the Company (other than amounts representing salary accrued due for the current pay period or for reimbursement of legitimate business expenses).

No existing employee or director of the Company has given notice to terminate, or is under notice of termination of, and there are no grounds on which any such employee or director may give, or may be given, notice to terminate, his employment with the Company.

The Company has not made an offer of employment to any person which has yet to be accepted or rejected.

No individual is seconded to or from the Company.

No employee of the Company is required to have a work permit in order to perform his duties in full.

There are no amounts owing to present or former directors, officers, employees or workers of the Company other than not more than one month’s arrears of remuneration accrued or due or for reimbursement of business expenses incurred within a period of three months preceding the date of this agreement and no moneys or benefits other than in respect of remuneration or emoluments of employment are payable to or for the benefit of any present or former director, officer, employee or worker of the Company, nor any dependant of any present or former director, officer, employee or worker of the Company.

Save to the extent (if any) to which provision or allowance has been made in the Accounts:-

no liability has been incurred or is anticipated by the Company for breach of any contract of employment or worker’s contract or for services or for severance payments or for redundancy payments or protective awards or for compensation for unfair dismissal or for failure to comply with any order for the reinstatement or re-engagement of any employee or for sex, race or disability discrimination or for any other liability accruing from the termination or variation of any contract of employment or for services or worker’s contract;

no gratuitous payment has been made or promised by the Company in connection with the actual or

proposed termination, suspension or variation of any contract of employment or for services or worker’s contract of any present or former director, officer, employee or worker or any dependant of any present or former director, officer, employee or worker of the Company; and

the Company has not made or agreed to make any payment to or provided or agreed to provide any benefit or change in terms and conditions of employment for any present or former director, officer, employee or worker of the Company in connection with the sale and purchase under this agreement.

The Company has not received any request for employee information or an information and consultation agreement pursuant to the Information and Consultation of Employees Regulations 2004, no negotiations have been initiated in respect of an information and consultation agreement and there is no such information and consultation agreement in place.

The terms and conditions of employment of Ben Watson, Brian Smith, Graham Wood and Mr Istenes are fully accurately and completely set out in the contracts of employment produced to the Buyer notwithstanding any prior contracts or arrangements with Pearpoint Limited or any other person.

The Company has not during the period of six months immediately preceding the date of this agreement made any pay awards to its employees or independent contractors which have been backdated.

Pensions

In this paragraph 14 these definitions apply:

“Pension Arrangement” means an agreement, arrangement, custom or practice (whether legally enforceable or not) for the payment of or contribution towards any Benefits;

“Benefits” means pensions, allowances, lump sums or other like benefits payable on retirement or on death or during periods of sickness or disablement; and

“Employees” means the Company’s employees, directors, former employees and former directors.

Other than the Scheme there is no Pension Arrangement in operation for the benefit of any of the Employees or for the benefit of any dependants of Employees and no assurance has been given to any of the Employees about the introduction of any Pension Arrangement nor have any discussions or consultations been instituted.

Full details of the Scheme have been given to the Buyer in the form of complete and correct copies of:

all rules governing or relating to the Scheme;

all current booklets, announcements and other explanatory literature issued to the Employees who are members of the Scheme and copies of letters or other documents relating to arrangements for individual members or groups of members;

a list of all Employees who participate in the Scheme;

a list of all Employees who will become eligible to join the Scheme on the satisfaction of any conditions of eligibility;

a list of all contributions payable under the Scheme and the basis on which they are calculated; and

all agreements with any person for the provision of services relating to the Scheme.

There is no obligation to provide benefits under, or make contributions to, the Scheme except as fairly disclosed in the Disclosure Letter.

All liabilities in respect of any costs fees and expenses in relation to the Scheme (whether or not already invoiced) will have been met by Completion.

In relation to the Scheme:

the current rates and amounts of all contributions are set out in the Disclosure Letter and there are not at the date of this agreement any contributions to the Scheme from or in respect of Employees or other payments which have fallen due but are unpaid;

employer and employee contributions in respect of the Employees have been made promptly at the time that they were due; the Scheme is a money purchase scheme (as defined in section 181(1) Pension Schemes Act 1993) and the Benefits payable under the Scheme whether immediate, prospective or contingent, are solely the Benefits which can be provided by the funds available for each member under the Scheme;

The Scheme is approved under Chapter IV Part XIV ICTA 1988 and the Seller is not aware of any circumstances which will or may result in withdrawal of that approval.

The Scheme is a contracted-out scheme for the purposes of the Pension Schemes Act 1993 and has been administered in accordance with the contracting-out requirements of Part III of that Act. The Company holds or is named on a current contracting-out certificate in relation to the Scheme.

The Scheme does not distinguish between male and female members in the provision of benefits relating to periods of pensionable service after 17 May 1990 and no adverse alteration has been made to benefits already accrued at the date of announcing changes designed to equalise benefits.

The Scheme has not at any time excluded Employees from eligibility for membership on the grounds of specified hours of work.

The Scheme has been administered in accordance with all applicable legislation and with due regard to the general requirements of law.

The Scheme has not since 1 October 2002 excluded Employees from eligibility for membership on the grounds of having a fixed-term contract of employment.

There are no circumstances which could result in any penalty under the Pensions Act 1995 becoming payable by the Company.

The Company has not participated in any occupational pension scheme other than the Scheme.

Since 30 August 1993 no Employee has had his contract of employment transferred to the Company from another employer in circumstances where the Transfer of Undertakings (Protection of Employment) Regulations 1981 or 2006 applied to the transfer of his contract of employment.

The Company has at all times complied with its obligations under the Welfare Reform and Pensions Act 1999 and any regulations made thereunder in relation to the provision of access for Employees to a stakeholder scheme (as defined in section 1 of that Act) including:

undertaking the necessary consultation process with the Employees in selecting the stakeholder scheme; and

designating the stakeholder scheme; and

there are no circumstances which could result in any penalty for failure to comply with that Act or regulations made under it becoming payable by the Company.

Commercial Contracts and Joint Ventures

There are not now outstanding:

any debenture, mortgage, charge, lien or other Security Interest given or issued by or in relation to the Company and not disclosed against any other Warranty;

any contract or arrangement to which the Company is party and which is loss-making;

any agreements or arrangements (whether executed or executory) entered into by the Company otherwise than by way of bargain at arm’s length or otherwise than in the ordinary course of business;

any contracts to which the Company is a party and which cannot be assigned without the consent of another party;

any powers of attorney given by the Company or any other authority (express or implied) by which any person may enter into any contract or commitment on behalf of the Company.

The Company is not a party to any such contract as is referred to in section 169(4) CA 1985 (Disclosure by company of purchase of own shares) and

The Company is not in material breach of any arrangement or contract to which it is a party;

The Company has not received notice of breach of any arrangement or contract to which it is a party.

The Company is not now nor has it ever been party to any joint venture, consortium or partnership arrangement or agreement (including any limited liability partnership) or a member of any unincorporated association.

Unissued Capital

Intellectual Property

Full and accurate details of all registrations of and applications for registration of Intellectual Property and of all material unregistered Intellectual Property are set out in the Disclosure Letter.

Full and accurate details of all licences of any of the Intellectual Property by or to the Company are contained in the Disclosure Letter.

The Company owns all Intellectual Property Rights other than any Third Party Software relating to products manufactured and services provided by it or on its behalf or used by it in connection with its business in each case free from Encumbrances.

The Intellectual Property is valid and subsisting and there is no claim nor any basis for, any claim for revocation, amendment, opposition or rectification or any challenge to ownership or entitlement in respect of any of the Intellectual Property (due to non-payment of renewal or other fees or for any other reason).

The Company has complied with all its obligations under any licence of the Intellectual Property and no such licence is or will become liable to termination because of any breach by or on behalf of the Company or the transaction contemplated by this agreement.

The Company is not required nor is it likely to become liable to pay a royalty or any other sum to any third party in respect of any of the Intellectual Property except as fairly disclosed in the Disclosure Letter.

The Company is free to disclose any Business Information but has not disclosed any of it except in the ordinary course of business and against written undertakings from the recipient to keep all such disclosed Business Information confidential, or to the Buyer.

The Company is not infringing nor has it ever infringed, either directly or through any other person, the Intellectual Property Rights of any third party and no third party has alleged any such infringement.

None of the Intellectual Property constitutes, has constituted or is likely to constitute, any breach of confidence, passing off or actionable unfair competition in any jurisdiction.

The Seller does not have any rights to use any of the Intellectual Property.

No claim under sections 39 to 43 Patents Act 1977 (Right to employees’ inventions, etc.) or section 10 of the Patents Act 2004 (Rights to employees inventions, compensation for inventions etc) and no assertion of any rights under Chapter IV Copyright Designs and Patents Act 1988 (Moral Rights) or their equivalents in any applicable territory have been made in respect of any of the Intellectual Property.

All Developed Software is owned by the Company and the source code of, and all programmers’ notes, documentation and drafts relating to, all Developed Software are kept in a secure environment and have not been disclosed to any third party.

The Company does not require any Intellectual Property Rights other than the Intellectual Property in order to carry on its business as presently constituted including, but without limitation, the manufacture, use, sale, licence of and support of its products and/or the provision of services to its customers.

Full and accurate details of all Third Party Software used by the Company are set out in the Disclosure Letter.

Litigation, Offences and Processes

Apart from routine debt collection of amounts (not exceeding £5,000 individually or £25,000 in aggregate) due to Company in the ordinary course of business the Company is not engaged in any litigation (whether criminal or civil), arbitration, reference of any dispute or disagreement to an expert or any alternative dispute resolution process and so far as the Seller is aware there are no facts or circumstances likely to give rise to any such litigation, arbitration, reference or alternative dispute resolution process.

No injunction has been granted against the Company and the Company has not given any undertaking to any Court or to any third party arising out of any legal proceedings.

No unsatisfied judgement is outstanding against the Company.

No distress execution or other process has been levied on any asset of the Company nor has any person threatened any such distress execution or other process.

The Company is not, and has never been, party to or concerned in any agreement, arrangement, understanding or practice which constitutes a breach of any term or condition of any licence, authorisation, appointment, code or similar instrument applicable to the Company or its business and

the Company has not received any notice of any alleged such breach. The Company complies in all material respects with all Official Requirements affecting it and/or the conduct of its business.

Insolvency

No order has been made and no resolution has been passed for the winding up of the Company or for a provisional liquidator to be appointed in respect of the Company and no petition has been presented and no meeting has been convened for the purpose of winding up the Company.

No administration order has been made and no petition for such an order has been presented in respect of the Company nor has an administrator been appointed in respect of the Company, nor has any notice of intention to appoint any such administrator been given, nor have any other steps been taken by any person (including the Seller, the Company or its directors) to appoint any such administrator.

No person has appointed or threatened to appoint a receiver (including any administrative receiver) in respect of the Company or any of their respective assets.

The Company is not insolvent, or unable to pay its debts within the meaning of section 123 Insolvency Act 1986 and nor has it stopped payment of its debts as they fall due.

No voluntary arrangement has been proposed under section 1 Insolvency Act 1986 in respect of the Company.

No event analogous to any of the above has occurred in or outside England and Wales.

No event analogous to any of the above has occurred in respect of the Seller in or outside England and Wales

Grants

Special Contracts and Arrangements

The Company has not at any time:

repaid, redeemed or purchased or agreed to repay, redeem or purchase any shares in its share capital or otherwise reduced or agreed to reduce its issued share capital or any class of issued shares;

directly or indirectly provided any financial assistance (as defined for the purpose of section 151 CA 1985) for the purpose of the acquisition of its shares (including the entering into and completion of this agreement) or shares in any company which was at the relevant time its holding company or for the purpose of reducing or discharging any

liability incurred in any such acquisition whether in accordance with section 155 CA 1985 or otherwise; or

capitalised or agreed to capitalise in the form of shares, debentures or other securities or in paying up any amounts unpaid on any shares debentures or other securities any profits or reserves of any description or passed or agreed to pass any resolutions to do so.

Transactions with Shareholders or Directors and Others

Except for bona fide employment or consultancy contracts with executive directors of the Company in the ordinary course of business, no transactions, contracts or arrangements (including any loan or Guarantee made or given by the Company) have been entered into since incorporation to which the Company is a party in which a shareholder in or director of the Company or any person connected with a shareholder in or director of the Company has been interested whether directly or indirectly.

No moneys are owed by the Company to any director of the Company or to the Seller or to any person connected with any such director or the Seller or to any company or partnership in which any of those directors or the Seller are directly or indirectly interested other than as holders of listed securities.

The Company has no debts owed to it by its directors or any of them or by the Seller (or by a person connected with any such director or the Seller) or by any company in which the directors of the Company or any of them or the Seller (or any person connected with any of them) are directly or indirectly interested (other than as holders of listed securities) nor do the Seller or the Company’s directors or any of them (or any person connected with any of them) or any such company have any claims against the Company on any account including claims for compensation for loss of office or for unfair dismissal or redundancy payment.

Administration

There are attached to the Disclosure Letter accurate copies of the Memorandum and Articles of Association of the Company incorporating all amendments made up to and including the date of this agreement.

The register of members of the Company contains an accurate record of the members and all former members of the Company and their holdings of shares in the capital of the Company.

All mortgages charges and debentures by or in favour of the Company to which section 395 CA 1985 applies have been registered in accordance with the provisions of that section.

No direction has been given to the Company under section 28 CA 1985 (Change of name).

All returns, particulars, resolutions and other documents required to be filed with or delivered to the Registrar of Companies and the Department of Trade and Industry by the Company have been correctly and properly prepared and so filed or delivered.

All the accounts books ledgers and financial and other material records of whatever kind of the Company are held or stored in means which are under the exclusive ownership and control of the Company, have at all times been properly and accurately kept and completed in all material respects and record all matters required to be entered in them by CA 1985.

Competition Matters

The Company is not and has never been party to or concerned in any agreement, arrangement, understanding or concerted practice, or any other conduct or practice (unilateral or otherwise) which:

contravenes the Competition Act 1998 or the Enterprise Act 2002;

infringes Articles 81 or 82 EC Treaty or any similar provisions of the ECSC, Euratom or EEA Treaties, or any other competition provision of those treaties or enacted under them, including any rule relating to state aid, public procurement or anti-dumping;

was required to be furnished to the Director General of Fair Trading under the Restrictive Trade Practices Act 1976;

constitutes a breach of any relevant undertaking, order, assurance or other measure taken under the Fair Trading Act 1973, the Restrictive Trade Practices Act 1976, the Resale Prices Act 1976 or the Competition Act 1980; or

infringes any competition, anti-trust or equivalent legislation of any other jurisdiction.

The Company is not subject to any prohibition, order, condition, undertaking, assurance or similar measure or obligation imposed by or under any of the laws referred to in paragraph 24.1.

The Company is not, and has never been, subject to any enquiry, investigation, request for information, notice or other communication (whether formal or informal, and whether or not in writing) by any Relevant Authority under any of the laws referred to in paragraph 24.1.

The Seller has no reason to believe that any such action as is mentioned in paragraphs 24.2 or 24.3 will be taken against the Company in relation to any of its current activities.

Particulars of any agreements, practices and arrangements to which the Company is a party which are registrable with the Director-General of Fair Trading in the United Kingdom or with the Directorate-General for Competition at the Commission of the European Communities (as the case may be) have been correctly registered.

IT Systems

Accurate copies of the IT Contracts including but without limitation all the agreements required to use, support, maintain and/ or develop all components of the IT Systems (including all licences, development agreements, software maintenance and support agreements, hardware

maintenance agreements, source code escrow agreements and disaster recovery agreements) are attached to the Disclosure Letter.

The Company has not breached any of its obligations under any of the agreements referred to in paragraph 25.1, those agreements all remain in force and effective as at the date of this agreement and no notice has been served by any person to terminate any of those agreements.

Except as stated in the agreements referred to in paragraph 25.1, the Company is not subject to any restriction in using the IT Systems (whether by way of a technical device or otherwise).

The use of the IT Systems by the Company does not infringe the Intellectual Property Rights of any third party.

The operation of the IT Systems and the storage, processing and retrieval of all data stored on the IT Systems is under the exclusive control of the Company and any Intellectual Property Rights in that data are owned solely by the Company.

The Company has in its possession an up-to-date, useable and complete copy of the source code for all Developed Software together with copies of all programmer’s commentaries and technical documentation required to allow the continuing maintenance and development of that software by the Group Company.

The IT Systems have adequate functionality, capability and capacity for the present and foreseeable future requirements of the Company and each part of the IT Systems is compatible with each other part.

The IT Systems have operated without material errors or material down-time for the two years immediately prior to the date of this agreement.

All support and maintenance agreements relating to the IT Systems have been in force and effective throughout their term and all renewals, charges and other fees have been paid in respect of each of them at the appropriate time and there are no such renewals, charges or fees outstanding or falling due for payment within one month after Completion.

The IT Systems have been satisfactorily maintained in accordance with the support and maintenance agreements referred to in paragraph 25.9, copies of which are attached to the Disclosure Letter.

The Company is using the most recent version of all Third Party Software.

The Company has adequate copies of all user manuals, technical documentation and any other documentation required to operate, maintain and support the IT Systems and is fully licensed to use each of them for those purposes.

Disaster recovery plans are in effect to ensure that any part of the functionality of the IT Systems which is critical to the Company can be replaced or substituted within 24 hours in the event of damage to, or destruction of, some or all of the IT Systems and those plans have been successfully tested in the 12 months prior to Completion.

Prudent and up-to-date procedures to ensure internal and external security of the IT Systems, (including procedures for taking and storing on-site and off-site back-up copies of computer programs and data, for preventing introduction of viruses into the IT Systems and for the protection of security of data stored on the IT Systems) have been established by the Company, have been complied with in all material respects and so far as the Seller is aware have been effective for those purposes.

There are sufficient technically competent and trained employees employed by the Company to ensure proper handling, operation, monitoring and use of the IT Systems.

Neither the performance, accuracy nor functionality of the IT Systems has been, is or will be adversely affected by any date values which may reasonably be imputed into and/ or used by the IT Systems.

The IT Systems have not been used to hold or process data in any manner which contravenes the DPA 1998.

Data Protection

Neither the Seller nor the Company has shared the Personal Data with any organisation competing with the business of the Buyer.

The Seller will not retain a copy of the Personal Data after Completion.

There are no Data Subject access requests outstanding as at Completion in relation to the Personal Data.

The Seller and Company may lawfully transfer the Personal Data to the Buyer and the Buyer may lawfully use all the Personal Data for the purposes of its business and the businesses of each members of the Buyer’s Group.

The consents held from Data Subjects in relation to the Processing of the Personal Data are valid and up-to-date.

There are no outstanding complaints, legal actions, proceedings, assessments, investigations or other queries outstanding from any party including Data Subjects and The Office of the Information Commissioner in respect of the Processing of the Personal Data by the Seller or the Company.

Neither the Company nor any of its directors, employees or Data Processors (as defined from time to time in DPA 1998) has acted, or omitted to act, in any way which may constitute a breach of DPA 1998.

The Company has maintained, and continues to maintain as at Completion, a valid, accurate and up-to-date notification of the purposes for which it Processes Personal Data with The Office of the Information Commissioner.

Neither the Seller nor the Company has transferred the Personal Data outside the European Economic Area without having complied fully with the DPA and, in particular, Schedule 8 DPA 1998.

Freedom of Information Act

The Company has complied with all obligations imposed on it by the Freedom of Information Act 2000 and any regulations made under it.

No Decision Notices, Enforcement Notices or Information Notices have been made against the Company by the Information Commissioner or, if any have been made, then no responses, or any steps to be taken, are outstanding.

There are no current and/or outstanding Freedom of Information Act requests for information made in respect of which the Company has not fully complied or which are subject to question, complaint or appeal.

The Company has not received any Freedom of Information Act requests for information at any point within the last 4 months.

Effect of this Agreement

The execution and delivery of, and compliance with the terms of, this agreement does not and will not of itself:

result in a breach of or constitute a default under any of the terms, conditions or provisions of any agreement or instrument to which the Company is a party or any provision of the Memorandum or Articles of Association of the Company or any lease, contract, order, judgement, award, injunction, regulation or other Encumbrance, restriction or obligation by which any asset of the Company is bound or subject;

relieve any person from any material contractual obligation to the Company or enable any person to determine any such obligation or any right or benefit enjoyed by the Company or to exercise any right whether under an agreement with or otherwise in respect of the Company;

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

result in any present or future indebtedness, imposition, crystallisation or enforcement of any Encumbrance on any of the Sale Shares or any of the assets of the Company.

Returns Notices and Records

All accounts, computations notices and returns required to be made or submitted by the Company to any Tax Authority and all notices and information required to be given by the Company to any Tax Authority (including all returns and other documents or information in respect of PAYE and National Insurance) have been properly and duly prepared and punctually made submitted or given by the Company and are up-to-date and correct.

There are attached to the Disclosure Letter copies of the corporation tax computations and returns of the Company (together with copies of all assessments and correspondence with the HMRC relating to them) in respect of the period since incorporation of the Company and ended on the Accounts Date.

The Company is not nor, in the period of three years ended on the date of this agreement, has the Company been, in dispute with or subject to any visit, audit, enquiry, investigation, discovery or access order by any Tax Authority (other than routine enquiries concerning the corporation tax computations of the Company, all of which have been resolved) and there are no facts or circumstances likely to give rise to or be the subject of any such dispute, enquiry or investigation.

All statements and disclosures made to any Tax Authority in connection with any provision of Tax Legislation were when made complete and accurate and the Company has been concerned in any transaction to which any of the following provisions have been or will be applied:

sections 135 to 137 (inclusive) TCGA 1992;

sections 219 to 229 (inclusive) ICTA 1988;

sections 703 and 704 ICTA 1988;

section 776 ICTA 1988;

sections 779 to 786 (inclusive) ICTA 1988;