Common use of CONDUCT OF BUSINESS PENDING COMPLETION Clause in Contracts

CONDUCT OF BUSINESS PENDING COMPLETION. 6.1 Each of the Vendors hereby undertakes to the Purchaser that in the period prior to Completion:- 6.1.1 the Business will be carried on as a going concern in the normal course; 6.1.2 no physical assets of the Company or of the Subsidiary shall be removed from any of the Properties save in the ordinary course of normal day to day trading; 6.1.3 they will use their best endeavours to maintain the trade and trade connections of the Group; 6.1.4 all debts which the Company or the Subsidiary incurs in the normal course of the business will be settled within the usual periods of credit normally taken by the Company; 6.1.5 it shall promptly give to the Purchaser full details of any material changes in the Business, financial position and/or assets of the Group; 6.1.6 the Company and the Subsidiary shall maintain in force policies of insurance with limits of indemnity at least equal to, and otherwise on terms no less favourable than, those policies of insurance currently maintained by the Company and the Subsidiary; 6.1.7 neither the Company nor the Subsidiary shall:- (a) enter into, modify or agree to terminate any contract, lease or long term commitment (other than in the ordinary course of business or as envisaged by the Company's existing budget) which involves expenditure in money or money's worth in excess of (pound)25,000 on any such individual contract, lease or long-term commitment; (b) incur any capital expenditure (other than expenditure envisaged by the Company's existing budget) in excess of (pound)25,000 on any individual item; (c) appoint or employ any new employees at an annual salary or rate of remuneration in excess of (pound)50,000 or appoint any new consultants whatsoever or revise any existing arrangements with consultants already appointed by the Company; (d) alter materially, or agree to alter materially, the terms and conditions of employment (including benefits) of any of its employees, and no Vendor shall induce or endeavour to induce any of such employees to terminate their employment prior to Completion; (e) dispose of any material assets used or required for the operation of the Business (otherwise than in the ordinary course of business) or enter into any other transaction otherwise than in the ordinary course of business; (f) create any Encumbrance over its assets or undertaking nor, otherwise than in the ordinary course of the Business, give any guarantees or indemnities in respect of any third party; (g) institute, settle or agree to settle any legal proceedings relating to the Business, save for debt collection in the ordinary course of business; (h) pay any fee or other amount to any Vendor, save for salary, related benefits and other payments made in accordance with existing contractual agreements which have been Disclosed; (i) incur any liabilities to any Vendor and no Vendor shall incur any liabilities to the Company or the Subsidiary, other than liabilities incurred in the ordinary course of trading pursuant to existing contractual agreements which have been Disclosed; provided that the Vendors and the Group shall be entitled to do any of the things specified in this clause 6.1 with the prior written consent of the Purchaser such consent not to be unreasonably withheld or delayed and provided further that if within 14 days of being required to give its written consent in respect of any matters specified in clauses 6.1.7(a) and 6.1.7(b) the Purchaser does not notify the Vendors in writing of its disagreement to such matters, the Purchaser shall be deemed to have consented to the Vendors undertaking such matters. 6.2 The Vendors shall:- 6.2.1 procure that in the period prior to Completion the Company and the Subsidiary shall provide the Purchaser and its representatives with full access to all records of the Business (and to such other information and records as the Purchaser may reasonably require in connection with the Public Offering); and 6.2.2 procure the Vendor's solicitors and the Vendor's Accountants to co-operate with the Purchaser and to provide such information to the Purchaser as may be reasonably requested it being acknowledged that the Purchaser will be required by the rules of the SEC to incorporate information regarding the Company, the Subsidiary and the Business in any registration statement(s) or prospectus(es) filed or published in connection with the Public Offering. Any costs incurred by the Company in connection with clause 6.2.2 shall be disregarded for all purposes related to the Vendors' Warranties and for purposes of the calculations for clause 5.5. 6.3 Each Vendor shall provide the Purchaser with such information as it may reasonably require from such Vendor to satisfy legal or regulatory requirements for inclusion in any such registration statement(s) or prospectus(es) to be filed or published by the Purchaser. 6.4 The Vendors shall appoint, with effect from such date as may be specified by the Purchaser until Completion or earlier termination of this Agreement, such person as may be nominated by the Purchaser to act as an additional accountant of the Company (the "Financial Accountant"). The Purchaser shall procure that the Financial Accountant shall remain the employee of the Purchaser during such period, and all reasonable costs incurred by the Company in connection with the employment of the Financial Accountant shall be met in full by the Purchaser. 6.5 The Vendors shall procure that the Group shall use all reasonable endeavours to correct the issues referred to in clause 2.1.7 as soon as practicable after the date hereof.

CONDUCT OF BUSINESS PENDING COMPLETION. 6.1 Each The Investors (insofar as they are able in their capacity as shareholders in the Company) and Managers shall severally procure that, from the date of this Agreement until Completion: (a) the business of the Vendors hereby undertakes to the Purchaser that Company and each Group Company is carried on in the period prior to Completion:- 6.1.1 the Business will be carried on as a going concern in the usual and normal course; 6.1.2 no physical assets of the Company or of the Subsidiary shall be removed from any of the Properties save in the ordinary course of normal day to day trading; 6.1.3 they will use their best endeavours to maintain the trade and trade connections of the Group; 6.1.4 all debts which the Company or the Subsidiary incurs in the normal course of the business will be settled within the usual periods of credit normally taken by the Company; 6.1.5 it shall promptly give to the Purchaser full details of any material changes in the Business, financial position and/or assets of the Group; 6.1.6 (b) the Company and each Group Company take all reasonable steps to preserve the Subsidiary shall maintain in force policies goodwill of insurance with limits of indemnity at least equal to, and otherwise on terms no less favourable than, those policies of insurance currently maintained by the Company and the Subsidiarytheir respective businesses; 6.1.7 (c) neither the Company nor any of the Subsidiary shall:-Group Companies shall enter into any contract or commitment or do anything which, in any such case, is either out of the ordinary and usual course of its business or which materially affects the assets or liabilities of any of such companies or their ability to carry on their respective businesses as now conducted without the prior consent in writing of the Purchaser. In particular, the Vendors (and, in the case of the Investors, insofar as they are able in their capacity as shareholder of the Company) shall procure that from the date of this Agreement until Completion, save with the prior consent in writing of the Purchaser, neither the Company nor any of the Group Companies shall: (ai) make any alteration to its memorandum or articles of association or any other document or agreement establishing, evidencing or relating to its constitution or operation; or (ii) make any changes to the bye-laws of Interflora (FTDA) British Unit; or (iii) alter the nature or scope of its business; or (iv) manage its business otherwise than in accordance with its business and trading policies and practice to date as disclosed to the Purchaser, except as may be necessary to comply with any changes in law or regulation; or (v) enter into, modify into any agreement or agree to terminate arrangement or permit any contract, lease action whereby another company becomes its subsidiary or long term commitment subsidiary undertaking; or (vi) enter into any transaction other than on arms’ length terms; or (vii) acquire (whether by one transaction or by a series of transactions) the whole or a substantial or material part of the business, undertaking or assets of any other Person; or (viii) dispose of (whether by one transaction or by a series of transactions) and whether or not in the ordinary course of business the whole or as envisaged by the Company's existing budget) which involves expenditure in money any substantial or money's worth in excess of (pound)25,000 on any such individual contract, lease or long-term commitment; (b) incur any capital expenditure (other than expenditure envisaged by the Company's existing budget) in excess of (pound)25,000 on any individual item; (c) appoint or employ any new employees at an annual salary or rate of remuneration in excess of (pound)50,000 or appoint any new consultants whatsoever or revise any existing arrangements with consultants already appointed by the Company; (d) alter materially, or agree to alter materially, the terms and conditions of employment (including benefits) of any material part of its employeesbusiness, and no Vendor shall induce undertaking or endeavour to induce any of such employees to terminate their employment prior to Completion; (e) dispose of any material assets used or required for the operation of the Business (otherwise than except in the ordinary course of business) any other of its assets; or (ix) incur any capital expenditure in excess of £100,000; or (x) take any loans, borrowings or other form of funding or financial facility or assistance, or enter into any foreign exchange contracts, interest rate swaps, collars, guarantees or agreements or other transaction otherwise interest rate instruments or any contracts or arrangements relating to derivatives or differences, or in respect of which the financial outcome is to any extent dependent upon future movements of an index or rate of currency exchange or interest, or in the future price of any securities or commodities; or (xi) grant any loans or other financial facilities or assistance to or any guarantees or indemnities for the benefit of any Person or create or allow to subsist any Encumbrance over the whole or any part of its undertaking, property or assets; or (xii) enter into any joint venture, partnership or agreement or arrangement for the sharing of profits or assets; or (xiii) enter into any death, retirement, profit sharing, bonus, share option, share incentive or other scheme for the benefit of any of its officers or employees or make any variation (including, but without limitation, any increase in the rates of contribution) to any such existing scheme or effect any key man insurance; or (xiv) commence, compromise or discontinue any legal or arbitration proceedings (other than routine debt collection); or (xv) other than repaying any of the HSBC Indebtedness or the unsecured subordinated A loan notes issued to certain of the Investors on 8 February 2005, prematurely repay or prepay any loans, borrowings or other financial facilities or assistance made available to it; or (xvi) give notice to terminate the employment or office of any of its directors, officers or senior employees (here meaning an employee whose present gross annual remuneration exceeds £35,000) or appoint any new director, officer or senior employee or consultant or materially alter the terms of employment or engagement of any director, senior employee or consultant (except in relation to reviews of salary in the ordinary course of business;); or (fxvii) create declare, make or pay any Encumbrance over its assets dividend or undertaking nordistribution (whether of capital or of profits); or (xviii) make or permit any amendment, otherwise than in the ordinary course of the Businessvariation, deletion, addition, renewal or extension to or of, or terminate or give any guarantees notice or indemnities in respect intimation of termination of, any third party; (g) institute, settle contract or agree to settle any legal proceedings relating to arrangement where the Business, save for debt collection in the ordinary course of business; (h) pay any fee aggregate amount payable or other amount to any Vendor, save for salary, related benefits and other payments made in accordance with existing contractual agreements which have been Disclosed; (i) incur any liabilities to any Vendor and no Vendor shall incur any liabilities to receivable by the Company or the Subsidiaryrelevant Group Company thereunder exceeds £100,000 or breach or fail to comply with the terms of any contract or arrangement; (xix) pay any remuneration, fee or other sum to any Vendor or any Person connected with or Controlled by a Vendor (other than liabilities incurred remuneration or fees properly accrued due or reimbursement of business expenses properly incurred, in each case as disclosed in the ordinary course of trading pursuant to existing contractual agreements which have been DisclosedDisclosure Letter); provided that the Vendors and the Group shall be entitled or (xx) enter into any agreement or obligation to do any of the things specified in this clause 6.1 with the prior written consent of anything prohibited by paragraphs 3(c)(i) to 3(c)(xix) inclusive, (d) promptly notify the Purchaser such consent not to be unreasonably withheld if it receives notice from any Interflora Member, governmental authority or delayed and provided further that if within 14 days of being required to give its written consent in respect of any matters specified in clauses 6.1.7(a) and 6.1.7(b) other person enjoining, restraining or otherwise challenging the Purchaser does not notify the Vendors in writing of its disagreement to such matters, the Purchaser shall be deemed to have consented to the Vendors undertaking such matters. 6.2 The Vendors shall:- 6.2.1 procure that in the period prior to Completion the Company and the Subsidiary shall provide the Purchaser and its representatives with full access to all records of the Business (and to such other information and records as the Purchaser may reasonably require in connection with the Public Offering)transactions contemplated by this Agreement; and 6.2.2 procure (e) on the Vendor's solicitors and the Vendor's Accountants to co-operate with the Purchaser and to provide such information to the Purchaser as may be reasonably requested it being acknowledged that the Purchaser will be required by the rules date of the SEC posting of a notice to incorporate information regarding the Company, the Subsidiary and the Business in any registration statement(s) or prospectus(es) filed or published in connection with the Public Offering. Any costs incurred by the Company in connection with clause 6.2.2 shall be disregarded for all purposes related to the Vendors' Warranties and for purposes shareholders of the calculations for clause 5.5. 6.3 Each Vendor shall provide the Purchaser with such information as it may reasonably require from such Vendor to satisfy legal or regulatory requirements for inclusion in any such registration statement(s) or prospectus(es) to be filed or published by the Purchaser. 6.4 The Vendors shall appoint, with effect from such date as may be specified by the Purchaser until Completion or earlier termination of this Agreement, such person as may be nominated by the Purchaser to act as an additional accountant of the Company (the "Financial Accountant"). The Purchaser shall procure that the Financial Accountant shall remain the employee of the Purchaser during such period, and all reasonable costs incurred by the Company in connection with the employment drag-along provisions of the Financial Accountant shall be met Company’s Articles of Association, mail a notice to the Interflora Members holding Existing Interflora Member Loan Notes in full by respect of the Purchaserredemption of such Existing Interflora Member Loan Notes, conditioned on Completion. 6.5 The Vendors shall procure that the Group shall use all reasonable endeavours to correct the issues referred to in clause 2.1.7 as soon as practicable after the date hereof.

CONDUCT OF BUSINESS PENDING COMPLETION. 6.1 8.1 Each of the Individual Vendors hereby undertakes to the Purchaser (acting for itself and as trustee for the Company and the Subsidiaries) that in the period prior to Completion:-Completion: 6.1.1 8.1.1 the Business will be carried on as a going concern in the normal course; 6.1.2 8.1.2 no physical assets of the Company or of any of the Subsidiary Subsidiaries shall be removed from any of the Properties save in the ordinary course of normal day to day trading; 6.1.3 they 8.1.3 it will use their best all reasonable endeavours to maintain the trade and trade connections of the Group; 6.1.4 all debts which the Company or the Subsidiary incurs in the normal course of the business will be settled within the usual periods of credit normally taken by the Company; 6.1.5 8.1.4 it shall promptly give to the Purchaser full details of any material changes in the Business, financial position and/or assets of the Group; 6.1.6 8.1.5 the Company and each of the Subsidiary Subsidiaries shall maintain in force policies of insurance with limits of indemnity at least equal to, and otherwise on terms no less favourable than, those policies of insurance currently maintained by the Company and the SubsidiarySubsidiaries; 6.1.7 8.1.6 no amendment shall be made to any of the Pension Schemes (except an amendment made solely to comply with legislative requirements); and 8.1.7 (except to comply with any obligation imposed by Law or an existing contractual obligation which has been Disclosed (except for sub-clauses (h) and (i) below)) neither the Company nor any of the Subsidiary shall:-Subsidiaries shall: (a) enter into, modify or agree to terminate any contract, lease Contract or long term commitment (other than in the ordinary course of business or as envisaged by the Company's existing budget) which involves expenditure in money or money's worth in excess of (pound)25,000 on incur any such individual contract, lease or long-term commitmentcapital expenditure; (b) incur any capital expenditure (other than expenditure envisaged by the Company's existing budget) in excess of (pound)25,000 on any individual item; (c) appoint or employ any new employees at an annual salary or rate of remuneration in excess of (pound)50,000 or appoint any new consultants whatsoever or revise any existing arrangements with consultants already appointed by the Companyconsultants; (dc) alter materially, or agree to alter materially, the terms and conditions of employment (including benefits) of any of its employees, nor dismiss any of its employees and no Vendor shall directly or indirectly induce or endeavour to induce any of such employees to terminate their employment prior to Completion; (ed) dispose of any material assets used or required for the operation of the Business (otherwise than in the ordinary course of business) or enter into any other transaction otherwise than in the ordinary course of business; (fe) create any Encumbrance over any of its assets or its undertaking nor, otherwise than in the ordinary course of the Business, nor give any guarantees or indemnities in respect of any third party; (gf) institute, settle or agree to settle any legal proceedings relating to the Business, save for debt collection in the ordinary course ; (g) grant or modify or agree to terminate any rights or enter into any agreement relating to Intellectual Property or otherwise permit any of businessits rights relating to Intellectual Property to lapse; (h) incur or pay any fee management charge or other amount similar charge to any Vendor, save for salary, related benefits and other payments made in accordance with existing contractual agreements which have been Disclosed; (i) incur any liabilities to any Vendor and no Vendor shall incur any liabilities to the Company or the any Subsidiary, other than liabilities incurred in the ordinary course of trading pursuant to existing contractual agreements which have been Disclosed; or (j) enter into or modify any subsisting agreement with any Trade Union; provided that the Vendors and the Group shall be entitled to do any of the things specified in this clause 6.1 clauses 8.1.8(a)-(j) (inclusive) with the prior written consent of any one of Xxxxx Xxxxxxxx, Xxxx Xxxxx and Xxxxxxx Xxxx on behalf of the Purchaser such which consent shall not to be unreasonably withheld or delayed and provided further that if within 14 days of being required to give its written consent in respect of any matters specified in clauses 6.1.7(a) and 6.1.7(b) the Purchaser does not notify the Vendors in writing of its disagreement to such matters, the Purchaser shall be deemed to have consented to the Vendors undertaking such mattersdelayed. 6.2 The Vendors shall:- 6.2.1 procure that in the period prior to Completion the Company and the Subsidiary shall provide the Purchaser and its representatives with full access to all records of the Business (and to such other information and records as the Purchaser may reasonably require in connection with the Public Offering); and 6.2.2 procure the Vendor's solicitors and the Vendor's Accountants to co-operate with the Purchaser and to provide such information to the Purchaser as may be reasonably requested it being acknowledged that the Purchaser will be required by the rules of the SEC to incorporate information regarding the Company, the Subsidiary and the Business in any registration statement(s) or prospectus(es) filed or published in connection with the Public Offering. Any costs incurred by the Company in connection with clause 6.2.2 shall be disregarded for all purposes related to the Vendors' Warranties and for purposes of the calculations for clause 5.5. 6.3 Each Vendor shall provide the Purchaser with such information as it may reasonably require from such Vendor to satisfy legal or regulatory requirements for inclusion in any such registration statement(s) or prospectus(es) to be filed or published by the Purchaser. 6.4 The Vendors shall appoint, with effect from such date as may be specified by the Purchaser until Completion or earlier termination of this Agreement, such person as may be nominated by the Purchaser to act as an additional accountant of the Company (the "Financial Accountant"). The Purchaser shall procure that the Financial Accountant shall remain the employee of the Purchaser during such period, and all reasonable costs incurred by the Company in connection with the employment of the Financial Accountant shall be met in full by the Purchaser. 6.5 The Vendors shall procure that the Group shall use all reasonable endeavours to correct the issues referred to in clause 2.1.7 as soon as practicable after the date hereof.

CONDUCT OF BUSINESS PENDING COMPLETION. 6.1 8.1 Each of the Vendors hereby undertakes to the Purchaser (acting for itself and as trustee for the Company and the Subsidiaries) that in the period prior to Completion:-Completion: 6.1.1 8.1.1 the Business will be carried on as a going concern in the normal course; 6.1.2 8.1.2 no physical assets of the Company or of any of the Subsidiary Subsidiaries shall be removed from any of the Properties save in the ordinary course of normal day to day trading; 6.1.3 they 8.1.3 it will use their its best endeavours to maintain the trade and trade connections of the Group; 6.1.4 8.1.4 all debts which the Company or any of the Subsidiary Subsidiaries incurs in the normal course of the business will be settled within the usual applicable periods of credit normally taken by the Companycredit; 6.1.5 8.1.5 it shall promptly give to the Purchaser full details of any material changes in the Business, financial position and/or assets of the Group; 6.1.6 8.1.6 the Company and each of the Subsidiary Subsidiaries shall maintain in force policies of insurance with limits of indemnity at least equal to, and otherwise on terms no less favourable than, those policies of insurance currently maintained by the Company and the SubsidiarySubsidiaries; 6.1.7 8.1.7 no amendment shall be made to any of the Pension Schemes (except an amendment made solely to comply with legislative requirements); and 8.1.8 neither the Company nor any of the Subsidiary shall:-Subsidiaries shall: (a) enter into, modify or agree to terminate any contract, lease Contract or long term commitment (other than in the ordinary course of business or as envisaged by the Company's existing budget) which involves expenditure in money or money's worth in excess of (pound)25,000 on incur any such individual contract, lease or long-term commitmentcapital expenditure; (b) incur any capital expenditure (other than expenditure envisaged by the Company's existing budget) in excess of (pound)25,000 on any individual item; (c) appoint or employ any new employees at an annual salary or rate of remuneration in excess of (pound)50,000 or appoint any new consultants whatsoever or revise any existing arrangements with consultants already appointed by the Companyconsultants; (dc) alter materially, or agree to alter materially, the terms and conditions of employment (including benefits) of any of its employees, nor dismiss any of its employees and no Vendor shall directly or indirectly induce or endeavour to induce any of such employees to terminate their employment prior to Completion; (ed) dispose of any material assets used or required for the operation of the Business (otherwise than in the ordinary course of business) or enter into any other transaction otherwise than in the ordinary course of business; (fe) create any Encumbrance over any of its assets or its undertaking nor, otherwise than in the ordinary course of the Business, give any guarantees or indemnities in respect of any third party; (gf) institute, settle or agree to settle any legal proceedings relating to the Business, save for debt collection in the ordinary course ; (g) grant or modify or agree to terminate any rights or enter into any agreement relating to Intellectual Property or otherwise permit any of businessits rights relating to Intellectual Property to lapse; (h) pay any fee or other amount management charge to any Vendor, save for salary, related benefits and other payments made in accordance with existing contractual agreements which have been Disclosed; (i) incur any liabilities to any Vendor and no Vendor shall incur any liabilities to the Company or the any Subsidiary, other than trading liabilities incurred in the ordinary course of trading pursuant to existing contractual agreements which have been Disclosedbusiness; or (j) enter into or modify any subsisting agreement with any Trade Union; provided that the Vendors and the Group shall be entitled to do any of the things specified in this clause 6.1 clauses 8.1.8(a)-(j) (inclusive) with the prior written consent of the Purchaser such which consent shall not to be unreasonably withheld or delayed and provided further that if within 14 days of being required to give its written consent in respect of any matters specified in clauses 6.1.7(a) and 6.1.7(b) the Purchaser does not notify the Vendors in writing of its disagreement to such matters, the Purchaser shall be deemed to have consented to the Vendors undertaking such matterswithheld. 6.2 The Vendors shall:- 6.2.1 procure that in the period prior to Completion the Company and the Subsidiary shall provide the Purchaser and its representatives with full access to all records of the Business (and to such other information and records as the Purchaser may reasonably require in connection with the Public Offering); and 6.2.2 procure the Vendor's solicitors and the Vendor's Accountants to co-operate with the Purchaser and to provide such information to the Purchaser as may be reasonably requested it being acknowledged that the Purchaser will be required by the rules of the SEC to incorporate information regarding the Company, the Subsidiary and the Business in any registration statement(s) or prospectus(es) filed or published in connection with the Public Offering. Any costs incurred by the Company in connection with clause 6.2.2 shall be disregarded for all purposes related to the Vendors' Warranties and for purposes of the calculations for clause 5.5. 6.3 Each Vendor shall provide the Purchaser with such information as it may reasonably require from such Vendor to satisfy legal or regulatory requirements for inclusion in any such registration statement(s) or prospectus(es) to be filed or published by the Purchaser. 6.4 The Vendors shall appoint, with effect from such date as may be specified by the Purchaser until Completion or earlier termination of this Agreement, such person as may be nominated by the Purchaser to act as an additional accountant of the Company (the "Financial Accountant"). The Purchaser shall procure that the Financial Accountant shall remain the employee of the Purchaser during such period, and all reasonable costs incurred by the Company in connection with the employment of the Financial Accountant shall be met in full by the Purchaser. 6.5 The Vendors shall procure that the Group shall use all reasonable endeavours to correct the issues referred to in clause 2.1.7 as soon as practicable after the date hereof.

CONDUCT OF BUSINESS PENDING COMPLETION. 6.1 Each of the Vendors The Seller hereby undertakes to covenants with the Purchaser that in the period prior to Completion:-Completion and without the prior written consent of the Purchaser: 6.1.1 the Business will be carried on as a going concern in the normal course; 6.1.2 no physical assets (a) none of the Company or of the Subsidiary shall be removed in any way depart from the ordinary course of its respective day to day business as presently carried on; (b) the Company shall not dispose of or grant any option or right of the Properties save pre- emption in respect of any part of its assets except in the ordinary course of normal day to day trading; 6.1.3 they will use their best endeavours to maintain the trade and trade connections of the Group; 6.1.4 all debts which (c) the Company shall not borrow any money or the Subsidiary incurs in the normal course of the business will be settled within the usual periods of credit normally taken by the Company; 6.1.5 it shall promptly give to the Purchaser full details of make any material changes in the Business, financial position and/or assets of the Group; 6.1.6 the Company and the Subsidiary shall maintain in force policies of insurance with limits of indemnity at least equal to, and otherwise on terms no less favourable than, those policies of insurance currently maintained by the Company and the Subsidiary; 6.1.7 neither the Company nor the Subsidiary shall:- (a) enter into, modify or agree to terminate any contract, lease or long term commitment (loan other than in the ordinary course of business or as envisaged by the Company's existing budget) which involves expenditure in money or money's worth in excess of (pound)25,000 on any such individual contract, lease or long-term commitment; (b) incur any capital expenditure (other than expenditure envisaged by the Company's existing budget) in excess of (pound)25,000 on any individual item; (c) appoint or employ any new employees at an annual salary or rate of remuneration in excess of (pound)50,000 or appoint any new consultants whatsoever or revise any existing arrangements with consultants already appointed by the Companybusiness; (d) alter materiallythe Company shall not grant, issue or agree redeem any mortgage, charge, debenture or other security or give any guarantee or indemnity; (e) the Company shall not make any changes to alter materially, the terms and conditions of employment (including benefits) of any of its employees, and no Vendor shall induce directors or endeavour to induce any of such senior employees to terminate their employment prior to Completion; (e) dispose of any material assets used or required for the operation of the Business (otherwise than in the ordinary course of business) or enter into any other transaction otherwise than in the ordinary course of business; (f) create neither Carnival nor the Company shall create, issue, purchase or redeem any Encumbrance over its assets class of share or undertaking nor, otherwise than in the ordinary course of the Business, give any guarantees or indemnities in respect of any third partyloan capital; (g) institutethe Seller shall not dispose of any interest in, settle or agree to settle pledge, charge or otherwise encumber, the Carnival Shares or any legal proceedings relating to the Business, save for debt collection in the ordinary course of businessthem ; (h) pay Carnival shall not enter into any fee transaction of any kind or other amount to acquire any Vendor, save for salary, related benefits and other payments made in accordance with existing contractual agreements which have been Disclosedasset or incur any liability; (i) incur any liabilities to any Vendor and no Vendor shall incur any liabilities to neither Carnival nor the Company shall convene any meeting of their members or otherwise pass or adopt any members resolution of any kind, and, where the Subsidiary, other than liabilities incurred in the ordinary course of trading pursuant to existing contractual agreements which have been Disclosed; provided that the Vendors and the Group shall be entitled to do any of the things specified in this clause 6.1 with the prior written consent of the Purchaser such consent not is so obtained to be unreasonably withheld or delayed and provided further that if within 14 days of being required any matter referred to give its written consent in respect of any matters specified in sub-clauses 6.1.7(a(a) and 6.1.7(bto (i) the Purchaser does not notify the Vendors in writing of its disagreement to such matterswhere, the Purchaser Seller shall not thereby be deemed to have consented to the Vendors undertaking such matters. 6.2 The Vendors shall:- 6.2.1 procure that in the period prior to Completion the Company and the Subsidiary shall provide the Purchaser and its representatives with full access to all records of the Business (and to such other information and records as the Purchaser may reasonably require in connection with the Public Offering); and 6.2.2 procure the Vendor's solicitors and the Vendor's Accountants to co-operate with the Purchaser and to provide such information to the Purchaser as may be reasonably requested it being acknowledged that the Purchaser will be required by the rules of the SEC to incorporate information regarding the Company, the Subsidiary and the Business in any registration statement(s) or prospectus(es) filed or published in connection with the Public Offering. Any costs incurred by the Company in connection with clause 6.2.2 shall be disregarded for all purposes related to the Vendors' Warranties and for purposes of the calculations for clause 5.5. 6.3 Each Vendor shall provide the Purchaser with such information as it may reasonably require from such Vendor to satisfy legal or regulatory requirements for inclusion in any such registration statement(s) or prospectus(es) to be filed or published by the Purchaser. 6.4 The Vendors shall appoint, with effect from such date as may be specified by the Purchaser until Completion or earlier termination breach of this Agreement, such person as may be nominated by including any of the warranties. Volim hereby covenants with the Purchaser that prior to act as an additional accountant Completion it will not dispose of any interest in or pledge, charge or otherwise encumber the Company (the "Financial Accountant"). The Purchaser shall procure that the Financial Accountant shall remain the employee Volim Participations or any of the Purchaser during such period, and all reasonable costs incurred by the Company in connection with the employment of the Financial Accountant shall be met in full by the Purchaserthem. 6.5 The Vendors shall procure that the Group shall use all reasonable endeavours to correct the issues referred to in clause 2.1.7 as soon as practicable after the date hereof.

CONDUCT OF BUSINESS PENDING COMPLETION. 6.1 Each (i) The business of the Vendors hereby undertakes to the Purchaser that in the period prior to Completion:- 6.1.1 the Business Company will be carried on as a going concern and in the normal course;. 6.1.2 no (ii) No physical assets of the Company or of the Subsidiary shall be removed from any property of the Properties Company save in the ordinary course of normal day to day trading;. 6.1.3 they (iii) The Vendors will use their best all reasonable endeavours to maintain the trade and trade connections of the Group;Company. 6.1.4 all (iv) All debts which the Company or the Subsidiary incurs in the normal course of the business will be settled within the usual applicable periods of credit normally taken by the Company; 6.1.5 it shall promptly give to the Purchaser full details of any material changes in the Business, financial position and/or assets of the Group; 6.1.6 the Company and the Subsidiary shall maintain in force policies of insurance with limits of indemnity at least equal to, and otherwise on terms no less favourable than, those policies of insurance currently maintained by the Company and the Subsidiary; 6.1.7 neither the Company nor the Subsidiary shall:-credit. (av) The Company will not enter into, into modify or agree to terminate any contract, lease or long term commitment material contract (other than in the ordinary course of business business) or as envisaged by the Company's existing budget) which involves expenditure in money or money's worth in excess of (pound)25,000 on any such individual contract, lease or long-term commitment; (b) incur any capital expenditure (other than expenditure envisaged by the Company's existing budget) on any individual item for an amount in excess of (pound)25,000 on any individual item;'L'100,000. (cvi) The Company will not appoint or employ any new employees or consultants at an annual salary or rate of remuneration in excess of (pound)50,000 or appoint any new consultants whatsoever or revise any existing arrangements with consultants already appointed by the Company;'L'30,000. (dvii) The Company will not alter materially, materially or agree to alter materially, materially the terms and conditions of employment (including benefits) of any of its employees, employees and no Vendor shall will induce or endeavour to induce any of such employees to terminate their employment prior to Completion;Completion other than for a justifiable reason. (eviii) The Company will not dispose of any material assets used or required for the operation of the Business business of the Company (otherwise than in the ordinary course of business) or enter into any other transaction otherwise than in the ordinary course of business;. (fix) The Company will not create any Encumbrance mortgages, charges, or other encumbrances over its assets or undertaking nor, otherwise than in the ordinary course of the Business, undertakings nor give any guarantees or indemnities in respect of any third party;party otherwise than in the ordinary course of businesses. (gx) Save for debt collection in the ordinary course of business, the Company will not institute, settle or agree to settle any legal proceedings relating to the Business, save for debt collection in business of the ordinary course of business;Company. (hxi) pay The Company will not grant or modify or agree to terminate any fee rights or other amount enter into any agreement relating to intellectual property or otherwise permit any Vendor, save for salary, related benefits and other payments made in accordance with existing contractual agreements which have been Disclosed;of its rights relating to the intellectual property to lapse. (ixii) incur any liabilities to any Vendor and no Vendor shall incur any liabilities to the Company or the Subsidiary, other than liabilities incurred in the ordinary course of trading pursuant to existing contractual agreements which have been Disclosed; provided that the Vendors and the Group shall be entitled to do any of the things specified in this clause 6.1 with the prior written consent of the Purchaser such consent not to be unreasonably withheld or delayed and provided further that if within 14 days of being required to give its written consent in respect of any matters specified in clauses 6.1.7(a) and 6.1.7(b) the Purchaser does not notify the Vendors in writing of its disagreement to such matters, the Purchaser shall be deemed to have consented to the Vendors undertaking such matters. 6.2 The Vendors shall:- 6.2.1 procure that in the period prior to Completion the Company and the Subsidiary shall provide the Purchaser and its representatives with full access to all records of the Business (and to such other information and records as the Purchaser may reasonably require in connection with the Public Offering); and 6.2.2 procure the Vendor's solicitors and the Vendor's Accountants to co-operate with the Purchaser and to provide such information to the Purchaser as may be reasonably requested it being acknowledged that the Purchaser will be required by given full details of any material changes in the rules of the SEC to incorporate information regarding the Companybusiness, the Subsidiary and the Business in any registration statement(s) or prospectus(es) filed or published in connection with the Public Offering. Any costs incurred by the Company in connection with clause 6.2.2 shall be disregarded for all purposes related to the Vendors' Warranties and for purposes of the calculations for clause 5.5. 6.3 Each Vendor shall provide the Purchaser with such information as it may reasonably require from such Vendor to satisfy legal or regulatory requirements for inclusion in any such registration statement(s) or prospectus(es) to be filed or published by the Purchaser. 6.4 The Vendors shall appoint, with effect from such date as may be specified by the Purchaser until Completion or earlier termination of this Agreement, such person as may be nominated by the Purchaser to act as an additional accountant financial position and/or assets of the Company (the "Financial Accountant"). The Purchaser shall procure that the Financial Accountant shall remain the employee of the Purchaser during such period, and all reasonable costs incurred by the Company in connection with the employment of the Financial Accountant shall be met in full by the Purchaser. 6.5 The Vendors shall procure that the Group shall use all reasonable endeavours to correct the issues referred to in clause 2.1.7 as soon as practicable after from the date hereofhereof prior to Completion.

CONDUCT OF BUSINESS PENDING COMPLETION. 6.1 Each 7.1 The Grantor hereby undertakes with the Grantee and that, except as required by this Deed or in the ordinary and usual course of business of the Vendors hereby undertakes to Company, no resolution of the Purchaser that in the period prior to Completion:- 6.1.1 the Business will be carried on as a going concern in the normal course; 6.1.2 no physical assets directors or members of the Company or shall be passed prior to: (i) if the Option has not been exercised, the last day of the Subsidiary shall be removed from any Option Period; or (ii) if the Option has been exercised, the Completion Date, without the prior written consent of the Properties save in Grantee. 7.2 The Grantor hereby undertakes with the ordinary course of normal Grantee that until: (i) if the Option has not been exercised, the last day to day trading; 6.1.3 they will use their best endeavours to maintain the trade and trade connections of the Group; 6.1.4 all debts which Option Period; or (ii) if the Option has been exercised, the Completion Date, the Company or shall carry on its business in a manner consistent with its existing practice and the Subsidiary incurs in Grantor shall: (1) procure that the normal course Company shall not without first obtaining the prior written consent of the business will be settled within the usual periods Grantee enter into any contract or commitment of credit normally taken by the Company; 6.1.5 it shall promptly give to the Purchaser full details of any material changes in the Business, financial position and/or assets of the Group; 6.1.6 the Company and the Subsidiary shall maintain in force policies of insurance with limits of indemnity at least equal to, and otherwise on terms no less favourable than, those policies of insurance currently maintained by the Company and the Subsidiary; 6.1.7 neither the Company nor the Subsidiary shall:- (a) enter into, modify an unusual or agree to terminate any contract, lease onerous nature or long term commitment (other than in the ordinary course of business or as envisaged by the Company's existing budget) which involves expenditure in money or money's worth in excess of (pound)25,000 on any such individual contract, lease or long-term commitment; (b) incur any capital expenditure (other than expenditure envisaged by the Company's existing budget) in excess of (pound)25,000 on any individual item; (c) appoint or employ any new employees at an annual salary or rate of remuneration in excess of (pound)50,000 or appoint any new consultants whatsoever or revise any existing arrangements with consultants already appointed by the Company; (d) alter materially, or agree to alter materially, the terms normal and conditions of employment (including benefits) of any of its employees, and no Vendor shall induce or endeavour to induce any of such employees to terminate their employment prior to Completion; (e) dispose of any material assets used or required for the operation of the Business (otherwise than in the ordinary course of business) or enter into any other transaction otherwise than in the ordinary course of business; (f2) create keep the Grantee reasonably informed of all significant matters relating to the Company, its business, assets and prospects; (3) promptly advise the Grantee in writing of details of any Encumbrance litigation, arbitration or administrative proceeding which would have rendered the undertakings, representations and warranties contained in Schedule 2 incorrect had the same been current or threatened as at the date hereof immediately upon occurrence of the same; (4) deliver to the Grantee within the period specified in any notice from the Grantee, all such other information relating to the condition (financial or otherwise) of the Company as the Grantee may request; (5) in all respects observe and comply with the covenants and obligations under this Deed; (6) obtain and promptly renew from time to time and comply with the terms of all consents, licences, approvals or authorisations of all governmental agencies of any country or state or political subdivision thereof required for in connection with the execution, delivery, performance, validity, enforceability and admissibility in evidence of this Deed and deliver or cause to be delivered to the Grantee evidence of renewal of and compliance with the terms of all such consents, licences, approvals or authorisations; (7) promptly advise the Grantee upon becoming aware of any material adverse factor which may inhibit the Grantor in the performance of its obligations under this Deed; (8) maintain the net current asset value of the Company in the positive; (9) maintain a minimum two (2) month’s working capital for the present requirements of the Company, equivalent to the level of working capital as at 28 February 2013 commencing from the date of this Deed; and (10) guarantee and shall be primarily responsible for the contracts for goods, services and financing for the upgrade of the core network of the Company for which contracts the Company will be one of the parties thereto, but without any down payments, debt services, finance charges or principal payments be borne by the Company prior to the full repayment of the Loan, the major terms of which are set out in the Annexure to the Loan Agreement. For the purpose of this sub-clause (10), the Grantor shall submit to the Grantee the final draft of the contracts for goods, services and financing for the upgrade of the core network of the Company at least 7 days prior to the proposed date of execution of such contracts for the prior approval by the Grantee, which approval shall be given if the terms are in line with the said major terms. 7.3 Without prejudice and notwithstanding Clauses 7.1 and 7.2, the Grantor undertakes that it shall prior to: (i) if the Option has not been exercised, the last day of the Option Period; or (ii) if the Option has been exercised, the Completion Date, take all steps necessary to ensure that except as required by this Deed or by the Loan Agreement or by any applicable law or in the ordinary and usual course of business of the Company, the Company shall not carry out any of the following actions and no resolution of the board of directors of the Company or of its general meeting shall be passed to carry out the same unless the written consent of the Grantee is obtained: (1) the creation or issue of any shares in the Company or the grant of any options over its assets any shares or undertaking northe uncalled capital of the Company or the issue of any warrant, otherwise debentures, securities or other obligations convertible into shares in the Company or enter into any agreement to do any of the same; (2) the capitalisation, repayment or other form of distribution of any amount standing to the credit of any reserve of the Company on the redemption or purchase of any shares in the Company or any other reorganisation of share capital; (3) take any action or any other steps or proceedings for the winding-up or liquidation of the Company; (4) the alteration of the rights attaching to any of the Option Shares or the shares of the Company; (5) the alteration of the memorandum and articles of association of the Company and the passing of any resolutions inconsistent with the provision of this Deed; (6) the acquisition or disposal of any lease or any other interests in real property owned or occupied by the Company or the creation of any mortgage or other encumbrance over such property; (7) the acquisition or disposal of any property or other asset by the Company if the aggregate sum involved exceeds (or, in the case of a disposal, if the book value exceeds) HK$250,000 other than acquisition or disposals in the ordinary course of business of the Business, give any guarantees or indemnities in respect of any third partyCompany; (g8) the acquisition or formation by the Company of any subsidiary or the acquisition of any share in any other company or the participation by the Company in any partnership or joint venture; (9) institute, settle the sale or agree to settle disposal of the whole or a substantial part of the undertaking of the Company; (10) the entering into of any legal proceedings relating to material contract by the Business, save for debt collection Company other than in the its ordinary course of business; (h11) pay the lending of any fee moneys (otherwise than by way of deposit with a bank or other amount to institution the normal business of which includes the acceptance of deposit), the granting of any Vendor, save for salary, related benefits and other payments made in accordance with existing contractual agreements which have been Disclosedcredit or the giving of any guarantee or indemnity; (i12) incur the amalgamation or merger of the Company with any liabilities other company or concern; (13) the alteration of the composition of any board of directors of the Company; (14) the making, declaration or payment of any dividend or distribution save as disclosed in the Management Accounts; (15) doing, allowing or procuring any act or omission on or before Completion which will constitute a breach of any of the Warranties; (16) doing anything which is likely to materially jeopardise or diminish the value of any Vendor and no Vendor shall incur tangible assets of the Company; (17) the withdrawal of any liabilities fund directly or indirectly from the Company (including the repayment of any loans due to shareholders and/or directors of the Company); (18) requiring or procuring the Company to fund the upgrade of the core network of the Company; (19) charging the Company or the Subsidiary, other than liabilities incurred in the ordinary course of trading pursuant to existing contractual agreements which have been Disclosed; provided that the Vendors and the Group shall be entitled to do any of the things specified its subsidiaries for any costs and expenses in this clause 6.1 with the prior written consent of the Purchaser such consent not relation to be unreasonably withheld or delayed and provided further that if within 14 days of being required to give its written consent in respect of any matters specified in clauses 6.1.7(a) and 6.1.7(b) the Purchaser does not notify the Vendors in writing of its disagreement to such matters, the Purchaser shall be deemed to have consented to the Vendors undertaking such matters. 6.2 The Vendors shall:- 6.2.1 procure that in the period prior to Completion the Company and the Subsidiary shall provide the Purchaser and its representatives with full access to all records of the Business (and to such other information and records as the Purchaser may reasonably require otherwise in connection with the Public Offering); and 6.2.2 procure the Vendor's solicitors and the Vendor's Accountants to co-operate with the Purchaser and to provide such information to the Purchaser as may be reasonably requested it being acknowledged that the Purchaser will be required by the rules upgrade of the SEC to incorporate information regarding core network of the Company, ; (20) take any action which in the Subsidiary and the Business in any registration statement(s) or prospectus(es) filed or published in connection with the Public Offering. Any costs incurred by the Company in connection with clause 6.2.2 shall be disregarded for all purposes related to the Vendors' Warranties and for purposes reasonable opinion of the calculations for clause 5.5. 6.3 Each Vendor shall provide the Purchaser with such information as it may reasonably require from such Vendor to satisfy legal Grantee, will cause or regulatory requirements for inclusion will likely cause any diminishment in any such registration statement(s) or prospectus(es) to be filed or published by the Purchaser. 6.4 The Vendors shall appoint, with effect from such date as may be specified by the Purchaser until Completion or earlier termination of this Agreement, such person as may be nominated by the Purchaser to act as an additional accountant value of the Company (the "Financial Accountant"). The Purchaser shall procure that the Financial Accountant shall remain the employee of the Purchaser during such period, and all reasonable costs incurred by the Company in connection with the employment of the Financial Accountant shall be met in full by the PurchaserOption Shares. 6.5 The Vendors shall procure that the Group shall use all reasonable endeavours to correct the issues referred to in clause 2.1.7 as soon as practicable after the date hereof.