____________________________________________________________ SHARE SALE AND PURCHASE AGREEMENT ____________________________________________________________ between HILDE DE DECKER MARTINE VERTOMMEN ECHOS BVBA as Sellers and LAB SUPPORT NV as Purchaser and ON ASSIGNMENT, INC. as Guarantor dated 23 February 2011

1.  

HILDE DE DECKER, residing at *;

2.  

MARTINE VERTOMMEN, residing at *;

3.  

ECHOS BVBA, a company incorporated and existing under the laws of Belgium, whose registered office is at Bleukstraat 8, 2820 Bonheiden, Belgium, registered with the Crossroadbank of Enterprises RPR Mechelen number 0463.070.575, duly represented for purposes of this Agreement by Edward Van Rompay, manager;

4.  

LAB SUPPORT NV , a company incorporated and existing under the laws of Belgium, whose registered office is at De Keyserlei 5 bus 58, 2018 Antwerpen, registered with the Crossroadbank of Enterprises RPR Antwerpen number 0472.661.501, duly represented for the purposes of this Agreement by Peter T. Dameris, director,

5.  

ON ASSIGNMENT, INC., a company incorporated and existing under the laws of Delaware, whose registered office is at 26651 W. Agoura Road, Calabasas, CA 91302, duly represented for purposes of this Agreement by Peter T. Dameris, President and CEO,

The Sellers jointly own:

(i)  

directly the entire issued and outstanding share capital of Warphi NV, a company incorporated and existing under the laws of Belgium, whose registered office is at 2820 Bonheiden, Bleukstraat 8 (Belgium), registered with the Crossroadbank of Enterprises RPR Mechelen number 0890.755.849 (hereinafter referred to as “Warphi”);

(ii)  

directly and indirectly (through Warphi) the entire issued and outstanding share capital of:

(a)  

Valesta NV, a company incorporated and existing under the laws of Belgium, whose registered office is at 2800 Mechelen, Battelsesteenweg 455E (Belgium), registered with the Crossroadbank of Enterprises RPR Mechelen number 0459.124.556 (hereinafter referred to as “Valesta”);

(b)  

Health Care Projects NV, a company incorporated and existing under the laws of Belgium, whose registered office is at 2800 Mechelen, Battelsesteenweg 455E (Belgium), registered with the Crossroadbank of Enterprises RPR Mechelen number 0864.605.342 (hereinafter referred to as “Health Care Projects”);

(c)  

Valesta Consulting S.L., a company incorporated and existing under the laws of Spain, whose registered office is at Gran Via de les Corts Catalanes 583 5 Barcelona, Spain, registered with the NIF number B65058364 (hereinafter referred to as “Valesta Consulting”);

(d)  

Valesta ETT S.L., a company incorporated and existing under the laws of Spain, whose registered office is at Gran Via de les Corts Catalanes 583 5 Barcelona, Spain, registered with the NIF number B64697428 (hereinafter referred to as “Valesta ETT”);

(e)  

Valesta B.V., a company incorporated and existing under the laws of The Netherlands, whose registered office is at Stationsplein 91-105, 5211 BM ‘s Hertogenbosch, the Netherlands, registered with the KvK number 50237640 (hereinafter referred to as “Valesta BV”);

On and subject to the terms and conditions of this Agreement, the Purchaser wishes to purchase from the Sellers and the Sellers wish to sell to the Purchaser, with effect from the Closing date, all of the Directly Owned Shares;

The Guarantor is the parent company of the Purchaser and wishes to guarantee the obligations of the Purchaser under Articles 2, 3, 4, ‎6.2.3 and 8.4 of this Agreement and under Article 8.7 of the Management Agreements;

 

“Contract Professionals” means independent contractor or employees of Companies or Purchaser Affiliates, as the case may be, who are on assignment at Customers of the Companies or Purchaser Affiliates, as the case may be;

 

“Records” means the originals and copies of all files, records, documents, books (including accounting books and records), registers (including personnel register and registers of shareholders' meetings and board meetings), accounts and licences of the Companies, including any such information recorded or stored in writing or upon magnetic tape or disc or otherwise recorded or stored for reproduction whether by mechanical means or electronic means;

 

“RSU Agreement” means the RSU Agreements to be entered into between Hilde De Decker and Martine Vertommen on the one hand and the Guarantor on the other hand, substantially in the form set out in Schedule 11;

1.2.1  

Article, Schedule and Annex headings and captions are for convenience of reference only and shall not affect or limit the construction or interpretation of this Agreement.

1.2.2  

A reference in this Agreement to a “person” shall include any individual, company, corporation, firm, government, state or agency of a state or any association, trust or partnership (whether or not having legal personality).

1.2.3  

A reference in this Agreement to a “company” shall include any legal entity or entities into which such company may be merged by means of a statutory merger or into which it may be split by means of a statutory de-merger.

1.2.4  

A reference in this Agreement to a provision of law shall be a reference to that provision as amended from time to time.

1.2.5  

A reference in this Agreement to the singular shall, unless the context otherwise requires, include a reference to the plural and vice versa.

1.2.6  

In this Agreement the words “include”, “including” and all forms and derivations thereof shall mean including but not limited to. The word “day” shall mean a calendar day.

1.2.7  

The Schedules form an integral part of this Agreement.

2.2.1  

The transfer and delivery of the Directly Owned Shares shall be effected on the Closing Date by recording a transfer notice in the shareholders’ register of each of the relevant Companies, such notice being duly signed by the Sellers and the Purchaser.  For this purpose, each of the Sellers hereby grants a power of attorney to Xavier Remy and Eric Blomme (each acting alone and with the right of substitution) to record the notices of sale, and the Purchaser hereby grants a power of attorney to Caroline Wildemeersch and Tessa Gijbels (each acting alone and with the right of substitution) to record the notices of purchase.

2.2.2  

The transfer of the Directly Owned Shares and the Indirectly Owned Shares shall include all rights attached thereto and afforded thereby, including all rights to vote and to receive dividends (whether for previous, current or future financial years).

2.2.3  

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

(i)  

the Initial Consideration; and

(ii)  

subject to what is set out in Article ‎3.4 and ‎Schedule 3, the Contingent Consideration.

3.2.1  

The Initial Consideration for the Shares is equal to EUR 12,800,000, increased or decreased, as the case may be, on a euro for euro basis as set out in Article ‎3.2.2 below.

3.2.2  

The Initial Consideration shall be satisfied in cash on the Closing Date by means of a bank transfer in an aggregate amount of EUR 12,800,000 from the Purchaser to the third party account (“derdenrekening”) of the Sellers’ counsel (Clifford Chance) with account no. *, plus or minus (as the case may be) the amount by which the Net Working Capital as at the Closing Date is greater than or less than (as the case may be) EUR 2,000,000. For the purposes of the payment to be made on the Closing Date, an estimate of the Net Working Capital as at 28 February 2011 is set out in ‎Schedule 5 (hereinafter referred to as the “Closing Estimate”). As further set out in Article 3.3, a further calculation and verification of the Net Working Capital as at the Closing Date shall be made and the Initial Consideration will be further adjusted in light of such further calculation and verification.

3.2.3  

The Purchaser acknowledges that, in relation to the risk of non-recovery of the receivables of the Companies, it is relying solely on the specific indemnity set out in Clause ‎6.2.1 (iii).  For purposes of determining the Net Working Capital, the Closing Estimate and the Final Net Working Capital (as defined below), all receivables of the Companies will hence be counted at face value and there will be no reduction or exclusion on account of doubtful debts.

3.3.1  

A copy of the Closing Estimate as at 28 February 2011 is attached as ‎Schedule 5. During 45 days following the Closing Date, the Purchaser and the Sellers may further review the Closing Estimate. The review shall include, among other things, a confirmation of estimates used in the Closing Estimate as per 28 February 2011 based on evidence that presents itself after the Closing Date, such as any adjustments to accounting accruals and estimates based on actual events after the date of this Agreement but before the end of the six month period (provided however that there will be no adjustments in relation to receivables, for which Clauses ‎3.2.3 and &# 8206;6.2.1 (iii) will apply).

3.3.2  

To the extent that either Party has any disagreement with the Closing Estimate that would result in an upwards or downwards adjustment to the Net Working Capital as per the Closing Date, the Party with the disagreement shall give written notice thereof to the other Party 45 days after the Closing Date, which notice shall specify in reasonable detail the nature of the disagreement and the basis and supporting evidence for position with respect to the disputed item(s) and shall be in substantially the same form as ‎Schedule 5 and shall detail the upwards or downwards changes proposed to the Closing Estimate (including any changes that are required so that the Net Working Capital reflects the situation as per the Closing Date) and the reasons therefore. The Parties shall attempt in good faith to resolve any such disagreement for a period of fifteen (15) days following the date of the notice employing methods to ensure there is no double counting of adjustments to changes in the Net Working Capital as per the Closing Date. If the Parties are unable to resolve such disagreement within such period, the Parties shall submit the disputed item(s) to the Independent Auditor whose decision with respect to the disputed item(s) shall be final and binding.  The Independent Auditor shall be directed to render its decision with respect to the disputed item(s) within fifteen (15) days after same are submitted to the Independent Auditor (or as promptly thereafter as practicable), and the Sellers and the Purchaser shall each promptly provide all information and documents in their possession that the Independent Auditor deems necessary in order to make its decision with respect to the disputed item(s).  The fees, costs and expenses of the Independent Auditor’s review and repor t shall be allocated to and borne by Purchaser and Sellers based on the inverse of the percentage that the Independent Auditor’s determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Independent Auditor.  For example, should the items in dispute total in amount to EUR 1,000 and the Independent Auditor awards EUR 600 in favour of Sellers’ position, 60% of the costs of its review would be borne by Purchaser and 40% of the costs would be borne by the Sellers.  The calculation of the Net Working Capital of the Group as per the Closing Date as finally resolved shall be referred to herein as the “Final Net Working Capital”.

3.3.3  

Any difference between the Final Net Working Capital and the Closing Estimate will be paid, if beneficial to the Sellers, by the Purchaser to the account nos. * of the Sellers in the proportion set out in ‎Schedule 2 and, if beneficial to the Puchaser, by the Sellers to the account no. * of the Purchaser within 10 days of the determination of the Final Net Working Capital as set out above.

3.4.1  

The Contingent Consideration shall be equal to a maximum amount of EUR 5,200,000 and shall be determined in accordance with what is set out in ‎Schedule 3.

3.4.2  

If any Contingent Consideration is due by the Purchaser to the Sellers it shall be satisfied in cash on its due date in accordance with what is set out in ‎Schedule 3 by means of a bank transfer from the Purchaser to the account nos. * of the Sellers in the proportion set out in ‎Schedule 2.

3.4.3  

If, prior to the due date of any part of the Contingent Consideration in accordance with ‎Schedule 3, the Sellers owe any amount to the Purchaser or any of the Companies pursuant to Article 6 or any other provision of this Agreement, the Sellers shall have the right (but not the obligation) to, on the due date of such amount, pay such amount into an Escrow Account instead of to the Purchaser directly.  The amounts so standing to the credit of Escrow Accounts (and interest accrued thereon) will be released from the Escrow Account and paid to the Purchaser on the date of receipt by the Sellers of payment of the next following tranche of the Contingent Consideration in accordance with ‎Schedule 3.

3.4.4  

If on the due date of any part of the Contingent Consideration in accordance with Schedule 3, the Purchaser has outstanding one or more bona fide duly substantiated Claims in accordance with Article 6 of this Agreement or a bona fide duly substantiated claim in accordance with any other provision of this Agreement, irrespective of whether such Claim or claim is disputed or not by the Sellers (the "Substantiated Outstanding Claims"), the Purchaser shall be entitled to pay an amount equal to the bona fide duly substantiated assessment of the amount of the Substantiated Outstanding Claims into an Escrow Account, with the remainder of the Contingent Consideration (if any) to be paid in accordance with Article ‎3.4.2.  Upon (deemed) acceptance by the Sellers or upon acceptance by the competent court of a Substantiated Outstanding Claim, the amounts so accepted (and any interest accrued thereon) will within fifteen days be released from the Escrow Account and paid to the account nominated by the Purchaser.  Upon withdrawal or reduction by the Purchaser of a Substantiated Outstanding Claim or upon refusal or reduction by the competent court of a Substantiated Outstanding Claim, the amounts so withdrawn, refused or reduced (and any interest accrued thereon) will within fifteen days be paid to the account nos. * of the Sellers in the proportion set out in ‎Schedule 2.  This Article ‎ 3.4.4 shall not apply for Substantiated Outstanding Claims for which the Sellers have already set up an Escrow Account in accordance with Article ‎3.4.3.

3.4.5  

In case of application of Articles ‎3.4.3 and/or ‎3.4.4, any costs or expenses relating to the opening, operating and closing of any Escrow Account will be borne by the Purchaser on the one hand and the Sellers on the other hand on a 50-50 basis.

4.2.1  

At the Closing the Sellers shall:

(i)  

transfer and deliver the Directly Owned Shares to the Purchaser in accordance with Article ‎2.2;

(ii)  

deliver the shareholders' registers of the Companies (properly completed and up to date) to the Purchaser;

(iii)  

ensure that all Records of the Companies are at the respective registered offices of the Companies or at the offices of advisers who regularly handle the Records for and on behalf of the Companies;

(iv)  

terminate all existing Contracts between the Sellers and the Companies with effect from the Closing Date (without any indemnity being due by any of the Companies), with the exception of the Management Agreements to be entered into by Echos BVBA and Sophima NV;

(v)  

confirm in writing to the Purchaser that all accounts, receivables and debts between the Companies on the one part and each of the Sellers on the other part have been fully paid and settled and that none of the Sellers has any outstanding claims of any kind against any of the Companies, except for any claims of the Sellers resulting from the Management Agreements to be entered into by the Sellers;

(vi)  

confirm in writing to the Purchaser that the Warranties shall be true, accurate and complete (i.e. complete in all material respects) as of the Closing Date and confirm in writing to the Purchaser that since the date of signing of this Agreement and the Closing Date there has been no Material Adverse Change and, to the best of the Sellers’ knowledge, there have been no events or circumstances which may result in a Material Adverse Change;

(vii)  

deliver to the Purchaser a statement prepared by Sellers regarding all the banks at which the Companies maintain an account showing the amount standing to the credit or debit of all such accounts as at the close of business on the last Business Day prior to the Closing Date;

(viii)  

deliver to the Purchaser the Management Agreements duly executed by Echos BVBA and Sophima NV, in the form set out in ‎Schedule 6;

(ix)  

deliver to the Purchaser the RSU Agreements duly executed by Hilde De Decker and Martine Vertommen;

(x)  

deliver to the Purchaser the duly signed resignation letters of all the Directors of the Companies effective from the Closing Date, whereby each such Director shall confirm that all accounts, receivables and debts between him/her and the relevant Company have been fully paid and settled;

(xi)  

deliver a statement from each of the Sellers’s spouses confirming that he is aware of the terms and conditions of this Agreement and that he agrees that the obligations incurred hereunder by the Sellers are consistent with the interests of their household; and

(xii)  

notify Warphi of the sale of the Warphi Shares in accordance with article 632§2 of the Belgian Company Code.

4.2.2  

At the Closing the Purchaser shall (subject to the Sellers having complied in full with their obligations under Article ‎4.2.1):

(i)  

pay the Purchase Price in accordance with Article ‎3.2;

(ii)  

procure that a shareholders' meeting is held in each of the Companies to (a) acknowledge the resignation of all the Directors, (b) grant such Directors discharge for the exercise of their mandate during any period prior to Closing (with the Purchaser procuring that such discharge shall be confirmed at the next following annual general meeting of the shareholders of each Company, it being understood, however, that such discharges shall be without prejudice to and shall not limit the rights of the Purchaser to any indemnity under Article 6), and (c) appoint representatives of the Purchaser as new Directors;

(iii)  

deliver to the Sellers each Management Agreement, duly executed by Warphi;

(iv)  

deliver to the Sellers each RSU Agreement, duly executed by the Guarantor;

(v)  

notify Warphi of the purchase of the Warphi Shares in accordance with article 632§2 of the Belgian Company Code; and

(vi)  

procure that a board of directors meeting in the form set out in ‎Schedule 10 is held in each of the Companies to (i) create a management company in the sense of article 524bis of the Company Code and (ii) appoint Echos BVBA and Sophima NV as the members of such management committee, with the powers set out in the Management Agreements; where the creation of such management committee is not legally possible (eg in case of non-Belgian Companies), the Purchaser shall take steps as necessary to ensure that Echos BVBA and Sophima NV are appointed in a similar position on equivalent conditions.

Notwithstanding Article 4.4, if any Party does not perform any of the Closing actions set out in Clause ‎4.2 on the Closing Date, the other Parties will have the right to, at their option:

 

(ii)

to obtain a court order to effect the Closing as soon as possible.

The Purchaser shall not be obliged to proceed with the Closing (without any indemnity being due) if:

 

(i)

any disclosure made by the Sellers between the date of signing of this Agreement and the Closing Date in accordance with Article 5.2.1 (ii); or

 

(ii)

any disclosure made by the Sellers in sections SCAN0010, SCAN0011, SCAN0012, SCAN0013, SCAN0014, SCAN0015 and SCAN0016 of the CD Rom entitled “Data Room II – Client Contracts, KBC” in accordance with Article 5.2.1 (iii),

 

can be considered as a Material Adverse Effect.

5.1.1  

The Sellers represent and warrant to the Purchaser that each of the Warranties set out in ‎Schedule 4 is true, accurate, complete (i.e. complete in all material respects) and not misleading as of the date of this Agreement and as of the Closing Date.

5.1.2  

Each of the Warranties shall be separate and independent and the Purchaser shall have a separate right of action in respect of each Warranty Breach, and such right shall continue in full force and effect after the Closing Date.

5.2.1  

The Warranties shall be qualified only (without prejudice to the special indemnities set out in Article ‎6.2) by, and to the extent that, the matters giving rise to a Claim were fairly disclosed to the Purchaser:

(i)  

in the Data Room (excluding, however, sections SCAN0010, SCAN0011, SCAN0012, SCAN0013, SCAN0014, SCAN0015 and SCAN0016 of the CD Rom entitled “Data Room II – Client Contracts, KBC”) so that a reasonably diligent purchaser having reviewed the Data Room with the assistance of professional (legal, tax and accounting) advisers should have been aware of the issue;

(ii)  

by separate notification from the Sellers to the Purchaser for any matters arising between the date of signing of this Agreement and the Closing Date; or

(iii)  

in sections SCAN0010, SCAN0011, SCAN0012, SCAN0013, SCAN0014, SCAN0015 and SCAN0016 of the CD Rom entitled “Data Room II – Client Contracts, KBC” so that a reasonably diligent purchaser having reviewed the Data Room with the assistance of professional (legal, tax and accounting) advisers should have been aware of the issue.

The Purchaser recognises that it appears from the Data Room that some Contracts provide for a termination event or termination possibility in case of a change of control over the Companies.  Following the signing of this Agreement, the parties will agree on an appropriate strategy to avoid as much as possible the termination of the said Contracts on account of change of control.  The Parties further expressly agree that, notwithstanding the repetition of any Warranties on Closing Date, the Purchaser alone will assume the risk of termination of the Contracts referred to above on account of change of control in the period subsequent to the signing of this Agreement.

(i)  

which would not have been incurred, borne or made by them if every Warranty of Sellers had been true, accurate, complete (i.e. complete in all material respects) and not misleading; and

(ii)  

any breach of a covenant, undertaking or other obligation of any of the Sellers under this Agreement.

6.2.1  

Without prejudice to Article ‎6.1 and notwithstanding the disclosure of any of the matters below in the Data Room or otherwise, the Sellers irrevocably agree and undertake to pay to the Beneficiaries:

(i)  

the amount of any Losses incurred by any of the Companies as a result of or in connection with the Companies not complying until the Closing Date with the legal obligation to appoint a statutory auditor;

(ii)  

the amount of (i) any liabilities or obligations (irrespective of whether long term or short term) of the Companies as of the Closing Date that have not been or have not sufficiently been taken into account for the calculation of the Final Net Working Capital and (ii) any overstatement of the current assets of the Companies as per the Closing Date that was taken into account for the calculation of the Final Net Working Capital;

(iii)  

the amount of any of the receivables which were outstanding at the Closing Date and which are still outstanding six months after the Closing Date (the "Outstanding Receivables"), subject, however, to the condition that:

i.  

the Sellers have during the six-month period referred to above had full management powers within each of the Companies in respect of the recovery of the Outstanding Receivables; and

ii.  

the Outstanding Receivables are irrevocably and unconditionally assigned to the Sellers upon expiry of the six-month period.

6.2.2  

Any Claims made by any Beneficiary on the basis of Article ‎6.2.1 shall not be subject to any of the limitations set out in Article ‎6.5.21  through ‎6.5.4, but will be subject to the other limitations set out in Article ‎6.5, it being understood that (a) any Claims made on the basis of the special liability set out in Article 6.2.1 (i) shall be subject to the time limitation set out in Article 6.5.1 and (b) in respect of the special liability set out in Article 6.2.1 (ii) the Sellers shall not be liable in respect of any Claim made on the basis thereof u nless a notice of the Claim is given by the Purchaser to the Sellers in accordance with Article 6.9 within 6 months following the 45 day period for review of the Closing Estimate as set out in Article 3.3.

6.2.3  

The Purchaser irrevocably agrees and undertakes to pay to the Sellers (in the proportion set out in Schedule 2) the amount of (i) any current assets of the Companies as per the Closing Date that were not or not sufficiently taken into account for purposes of the determination of the Final Net Working Capital, and (ii) any short term or long term liabilities that were taken into account for purposes of the determination of the Final Net Working Capital but eventually appear not to exist or only partially to exist.  Any claims made by the Sellers on the basis of this Article ‎6.2.3 shall not be subject to any limitations as to amounts, but the Purchaser shall not be liable in respect of any claim made on the basis of this Article ‎6.2.3 unless a notice of the claim is given by the Sellers to the Purchaser within 6 months following the 45 day period for review of the Closing Estimate as set out in Article 3.3.

6.5.1  

Time Limitations

(i)  

in case of any Claim under Paragraph 5 of Schedule 4 (Shares) within 10 years following the Closing Date;

(ii)  

in the case of any Claim relating to social security contributions and withholding taxes under Paragraph 16 of Schedule 4 (Employees) and in the case of any Claim under Paragraph ‎17 of ‎Schedule 4 (Taxation), within forty five days after the date upon which such Claim is barred by all applicable statutes of limitation;

(iii)  

in the case of any other Claim, within eighteen months following the Closing Date.

6.5.2  

Aggregate Minimum Claims

(i)  

The Sellers shall not be liable in respect of any Claim unless the aggregate amount of all Claims for which the Sellers would otherwise be liable exceeds EUR 175,000.

(ii)  

Where the aggregate amount recoverable in respect of all Claims referred to in paragraph ‎‎(i) exceeds EUR 175,000, the aggregate amount of all Claims shall be recoverable from the Sellers (i.e. from the first Euro).

6.5.3  

Individual Minimum Claims

6.5.4  

Maximum Liability

6.5.5  

Contingent Liabilities

6.5.6  

No joint and several liability

6.5.7  

Defence of third-party claims

(i)  

the Purchaser allows, and procures that the relevant Company allows, the Sellers to assume control over the defence of such claim, and take such action as the Sellers may reasonably request to avoid or defend such claim, subject however to the obligation of the Sellers to (i) inform and consult with the Purchaser in relation to the defence of the claim, (ii) take into account the reasonable comments the Purchaser may have and (iii) take into account the reasonable interests of the relevant Company, the Purchaser and the Purchaser Affiliates;

(ii)  

the Sellers are entitled to appoint, and instruct, counsel for the defence of such claim;

(iii)  

the Purchaser provides, and procures that the relevant Company provides, to the Sellers full copies of all documents, correspondence and other material and provides such assistance and cooperation which the Sellers may reasonably request in relation to the claim; and

(iv)  

no settlement or offer of settlement of the claim, and no admission of liability in relation thereto, is made by the Purchaser or by the relevant Company without the Sellers' prior written consent.

Regulatory Changes

Recoverable losses

  6.5.10  

Accounting provisions

6.5.11  

Purchaser's consent

6.5.12  

Changes in accounting policies

6.6.1  

if the relevant Seller has already paid an amount in satisfaction of a Claim and the amount paid by the Seller in respect of the Claim is more than the sum effectively recovered, the Purchaser shall immediately pay the Seller the amount effectively recovered less any costs and disbursements incurred by the Purchaser or any of the Companies in connection with the recovery;

6.6.2  

if the relevant Seller has already paid an amount in satisfaction of a Claim and the amount paid by the Seller in respect of the Claim is less than or equal to the sum effectively recovered, the Purchaser shall immediately refund the Seller the amount paid by the Seller less any costs and disbursements incurred by the Purchaser or any of the Companies in connection with the recovery; if the sum effectively recovered from the third party includes interests, the Buyer shall refund the amount paid by the Seller increased with interest from the date of the payment by the Seller until the date of effective recovery at a rate equal to the rate applied to the sum recovered by the Purchaser and accrued daily; and

6.6.3  

if the Sellers have not already paid an amount in satisfaction of a Claim, the amount of the Claim for which the Sellers would otherwise have been liable shall be reduced by and to the extent of the sum effectively recovered less any costs and disbursements incurred by the Purchaser or any of the Companies in connection with the recovery.

6.8.1  

Except in case of fraud or wilful misconduct, the Purchaser’s sole recourse against the Seller in relation to the sale and purchase of the Shares shall be under this ‎Article 6 - and the Sellers shall not be liable to the Buyer otherwise than as expressly stated therein and subject to the limitations set out in Clause ‎‎6.5.  The Seller makes no representations, and gives no warranties (express or implied) other than those set out in ‎‎Article 5 -.

6.8.2  

Without prejudice to the generality of the foregoing and except in case of fraud or wilful misconduct, the Purchaser hereby irrevocably waives any other right to claim damages, any right to claim the annulment (nietigverklaring) or rescission (ontbinding) of the sale and purchase of the Directly Owned Shares on any ground, and any action quanti minoris on account of any defect.

6.9.1  

Notification of the Claim

If the Purchaser becomes aware of any action, fact or event that may give rise to a Claim against the Sellers, the Purchaser shall give a notice to the Sellers within sixty days of the Purchaser's becoming aware of any such action, fact or event.

6.9.1.2  

Such notice shall set out such details as are available of the specific actions, facts or events in respect of which the Claim is made, together with, if practicable, a first estimate of the amount of Losses which are the subject of the Claim.

6.9.1.3  

Failure of the Purchaser to notify the Sellers of a Claim in the manner provided above shall relieve the Sellers of any liability they would otherwise have had in respect of such a Claim, unless the Purchaser can demonstrate that the Sellers have not suffered any prejudice as a consequence of such failure.

Acceptance of the Claim by the Sellers

Disagreement on the Claim

Payment by the Sellers

6.4.1.1  

If the Sellers have accepted or are deemed to have accepted the amount of the Losses claimed by the Purchaser, or if the Sellers and the Purchaser have agreed another amount, the Sellers shall pay such amount to the Beneficiary (subject to any set-off pursuant to Article 3.3.3) within fifteen days of such acceptance or agreement.

6.9.4.1  

If the matter giving rise to a Claim has been decided by the competent court, the Sellers shall pay any amount due to the Beneficiary including any interest (subject to any set-off pursuant to Clause 3.3.3) within fifteen days of the decision ordering the Sellers to make such payment (or on any other date as may be decided by the competent court, whichever is the earlier).

The Purchaser is a public company (naamloze vennootschap) duly incorporated and existing under the Laws of Belgium, and the Guarantor is a public company duly incorporated and existing under the laws of Delaware.

Each of the Purchaser and the Guarantor has the right, power and authority, and has taken all action required, to sign and perform its obligations under this Agreement and all other documents which are to be signed at Closing.

The Purchaser is acting for its own account and on its own behalf and not as a representative, nominee or agent of the Guarantor or any other third party.

The entry by each of the Purchaser and the Guarantor into, and performance of its obligations under, this Agreement does not, and its ownership of the Shares will not, conflict with any Law or contract or agreement by which the Purchaser or the Guarantor (as the case may be) is bound.

The Independent Auditor has not provided any auditing, consultancy or other services to the Guarantor and its affiliates during the five years prior to the Closing Date, and will not provide such services until final payment of the last tranche of the Contingent Consideration.  In general, the Independent Auditor is, and will at all times be, independent from the Guarantor and its affiliates.

Non-competition

8.1.1  

The Sellers covenant and agree with the Purchaser that they shall not during a period of 2 years from the Closing Date, whether directly or indirectly, alone or together with any other persons, on their own account or in conjunction with, through or on behalf of any Affiliates, relatives, agents, intermediaries, joint ventures or alliances, whether as director, manager, shareholder, employee, consultant, subcontractor or in any other capacity:

(i)  

engage or be engaged in any business of clinical research staffing (i.e. the skills or services that are applied c.q. rendered by the Company or any subsidiary of the Company at the Closing Date) in the European Economic Area (including, but not limited to, Belgium, The Netherlands, Luxembourg and Spain) (“Competing Business”);

(ii)  

acquire or hold any interest in any company which is engaged in any Competing Business or which is directly or indirectly controlled by a person engaged in any Competing Business;

(iii)  

solicit, in relation to a Competing Business, any person or entity who was at any time a customer, client or sup­plier or a Prospective Customer, client or sup­plier of any Purchaser Affiliates or any of the Companies of the Group (including any new subsidiaries of Warphi); and

(iv)  

endeavour to entice away from or discourage from dealing with or induce to trade on different terms with the Purchaser Affiliates or any of the Companies of the Group (including any new subsidiaries of Warphi) any person or entity who was at any time a customer, client or sup­plier or a Prospective Customer, client or sup­plier of the same.

8.1.2  

The Sellers covenant and agree with the Purchaser that they shall not during a period of 3 years from the Closing Date, whether directly or indirectly, alone or together with any other persons, on their own account or in conjunction with, through or on behalf of any Affiliates, relatives, agents, intermediaries, joint ventures or alliances, whether as director, manager, shareholder, employee, consultant, subcontractor or in any other capacity: hire, employ, solicit the employment or endeavour to entice away from or discourage from being employed or hired by the Purchaser Affiliates or any of the Companies of the Group (including any new subsidiaries of Warphi), any person who was at any time an employee, trade representative, manager, director, consultant, Contract Professional, independent contractor or sub-contractor of the same.  By derog ation to the above, the Sellers and their management companies will not be precluded from retaining the services of or employing:

 

(i)

any of themselves; and/or

 

(ii)

*

 

in each case, for purposes of any activity that is not a Competing Business.

8.1.3  

In case a Management Agreement with a Seller is terminated by Warphi for any reason other than for fraud, gross negligence or serious misconduct, the duration of the covenants set out above will be reduced in respect of the relevant Seller to 1 year (in respect of the covenants set out in Article 8.1.1 above) and 2 years (in respect of the covenants set out in Article 8.1.2 above) respectively.

8.1.4  

In case of breach or infringement of any of the covenants set out above the relevant Seller shall indemnify the Purchaser for any damages incurred by the Purchaser in this respect, without prejudice to the right of the Purchaser and/or the Companies to seek injunctive relief.

8.1.5  

No Employees or consultants, other than (i) Contract Professionals in the normal course of their assignment and (ii) *, have notified the Sellers of their intention to leave their employment with the Companies on or around Closing and to the best of the Sellers’ knowledge, the Sellers are not aware of any intention of any Employee or consultant to terminate his/her employment contract or his/her services with any of the Companies no employees or consultants, other than (i) Contract Professionals in the normal course of their assignment and (ii) *.

8.1.6  

The covenants and obligations set out in this Article 8.1 are regarded by the Sellers and the Purchaser as fair and reasonable. If any of the provisions of this Article 8.1 were deemed to exceed the time, geographic or other limitations provided by applicable law, they shall not be null and void but automatically reformed to conform with the maximum permitted by applicable law.

8.3.1  

No Party shall disclose the terms of or the transactions contemplated by this Agreement to any person (other than such Party's advisors) or make any public announcement, press release, statement or communication relating to the same without the prior written consent of the other Party, except as required by law or by judicial or arbitral order or by any Governmental Authority (including any stock exchange authority) and except for disclosure to the court in the event of a dispute between the Parties as provided in Article ‎11.2.  If a public announcement, press release, statement or communication is required by law or by judicial or arbitral order or by any Governmental Authority (including any stock exchange authority), the party required to make the disclosure must fi rst consult and take into account the reasonable requirements of the other parties as to the content of such disclosure. Any party that is consulted in respect of a disclosure agrees to respond as soon as possible.

8.3.2  

The Sellers acknowledge that the Guarantor is quoted on NASDAQ and needs to issue press releases and make communications in order to comply with US Securities and Exchange Commission laws and with accounting regulations. The Sellers acknowledge that such press releases and communications shall not be prohibited by the provisions of this Article ‎8.3, provided however that the Guarantor must first consult and take into account the reasonable requirements of the Sellers as to the content of such press releases and communications. If the Sellers are consulted in respect of a disclosure, they agree to respond as soon as possible.

8.4.1  

The Buyer agrees and undertakes not to sell or otherwise transfer all or part of the Shares to any legal entity whose registered office, main place of business or headquarters are not located within the European Economic Area for a twelve-month period as from the Closing Date.

8.4.2  

The Buyer further agrees and undertakes not to sell or otherwise transfer all or part of the Shares to any individual or legal entity located within the European Economic Area without first obtaining the written undertaking of the transferee (a copy of which shall be delivered to the Sellers) not to subsequently sell or otherwise transfer all or part of the Shares to any legal entity located outside the European Economic Area for a twelve-month period as from the Closing Date.

8.4.3  

In case of a breach of this Clause ‎8.4, the Buyer shall reimburse to the Sellers any Belgian Taxes actually incurred by the Sellers as a result of the sale or transfer of the Shares (or part of them) to a legal entity located outside the European Economic Area less than twelve months after the Closing Date.

The Guarantor jointly and severally guarantees the due performance by the Purchaser of its obligations under Articles 2, 3, 4, ‎6.2.3 and 8.4 of this Agreement and under Article 8.7 of the Management Agreements (such guarantee being hereafter referred to as the "Guarantee").

The Guarantee shall be a continuing obligation, shall remain in force until all of the Purchaser's obligations under Articles 2, 3, 4, ‎6.2.3  and 8.4 of this Agreement and under Article 8 of the Management Agreements (hereafter "Debtor's Liabilities") shall have been finally discharged and shall in particular not be discharged by reason of the circumstance that there is at any time no obligation currently owing from the Purchaser to any Seller.

Upon final payment and performance of the Debtor’s Liabilities and provided that there is no possibility of any further Debtor's Liabilities coming into existence, the Guarantor shall automatically and without the need of any written release of the Sellers be released of the Guarantee. Notwithstanding the previous sentence, the Sellers shall without delay upon the request of the Guarantor deliver an express release of the Guarantee.

Any release of the Guarantee shall be null and void and without effect if any payment received by any Seller and applied towards satisfaction of all or part of the Debtor's Liabilities or of the Guarantor's obligations hereunder (a) is avoided or declared invalid as against the maker of such payment, or (b) becomes repayable by the Seller concerned to a third party.

The Sellers may at any time without discharging or in any way affecting the Guarantee (a) grant the Purchaser any time or indulgence, (b) concur in any moratorium of the Debtor's Liabilities, (c) amend the terms and conditions of the Debtor's Liabilities, (d) abstain from taking or perfecting any other security and discharge any other security, and (e) abstain from exercising any right or recourse or from proving or claiming any debt and waive any right or recourse.

No Party shall be deemed to have waived any rights or remedies arising out of this Agreement or out of any default or breach hereunder unless such Party executes the waiver in writing.  If a Party waives a right or remedy arising out of this Agreement or out of any default or breach hereunder, such waiver shall not be construed to constitute a waiver of any other rights or remedies.

No failure on the part of any Party to exercise, nor any delay in exercising, any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise by any Party of any right or remedy under this Agreement prevent any further or other exercise of such right or remedy or the exercise of any other right or remedy.

If at any time any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under any Law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions of this Agreement nor the legality, validity or enforceability of such provision under the Laws of any other jurisdiction will in any way be affected or impaired.

The Parties shall make all reasonable efforts and take all necessary actions to replace any illegal, invalid or unenforceable provision of this Agreement with a valid, legal and enforceable provision having the same economic effect for the Parties and reflecting to the fullest extent admitted by law the provision so replaced.

Any notice or other communication to be delivered or made under or in connection with this Agreement shall be in writing and, unless otherwise agreed, by registered mail or hand-delivered with an acknowledgement of receipt to the following addresses:

               To the Purchaser:

To the Guarantor:

To the Sellers: at the addresses indicated on page two of this Agreement, or any other address notified from time to time to the Purchaser

Any notice or communication delivered or made as set out above shall be effective upon receipt and shall be deemed to be received on the day shown as the day of receipt on the return receipt.