Common use of Sale and Purchase of the Shares Clause in Contracts

Sale and Purchase of the Shares. Upon the terms and subject to the conditions of this Agreement, on the Closing Date (as hereinafter defined), (a) each of Sellers hereby agrees to sell, transfer, assign and deliver to Purchaser and Purchaser hereby agrees to purchase, the Sellers' respective shares of common stock, $.001 par value per share, of Company ("Common Stock"), as set forth in the annexed Schedule 1A, (collectively the "Shares"), free and clear of all liens, encumbrances or restrictions of any kind whatsoever, except with regard to restrictions upon transfer as imposed under the Securities Act of 1933, as amended (the "Securities Act"). Each of Sellers shall deliver to Purchaser at the Closing certificates representing their respective Shares duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, and shall have annexed thereto all necessary stock transfer stamps or shall be accompanied by funds sufficient for the purchase thereof by the Company; (b) Purchaser hereby agrees to purchase from each of the several option holders and other sellers ("Other Sellers") who have executed and delivered letter agreements substantially in the form annexed hereto as Exhibit 1B (each, a "Sales Agreement"), regarding the sale of their respective shares of Common Stock, either outstanding or issuable upon exercise of the several options, as set forth in the annexed Schedule 1B (collectively the "Other Shares"); and (c) each of Sellers and Purchaser hereby agrees to execute and deliver the Shareholders' Agreement, substantially in the form annexed hereto as Exhibit 1C.

Sale and Purchase of the Shares. Upon 3.1 Each of the ODL Shareholders shall sell the Indirect Sale Shares with full title guarantee and the C-Corp Sellers shall buy the Indirect Sale Shares on the terms and subject to the conditions of this Agreement, . 3.2 Each of the ODL Shareholders shall sell the Direct Sale Shares with full title guarantee and the Buyer shall buy the Direct Sale Shares on the Closing Date (as hereinafter defined),terms and subject to the conditions of this Agreement. (a) each 3.3 Conditionally on the sale of Sellers hereby agrees the Indirect Sale Shares pursuant to sell, transfer, assign and deliver to Purchaser and Purchaser hereby agrees to purchaseclause 3.1, the Sellers' respective shares of common stock, $.001 par value per share, of Company ("Common Stock"), as set forth in the annexed Schedule 1A, (collectively the "Shares"), free and clear of all liens, encumbrances or restrictions of any kind whatsoever, except with regard to restrictions upon transfer as imposed under the Securities Act of 1933, as amended (the "Securities Act"). Each of C-Corp Sellers shall deliver sell all of the Indirect Sale Shares acquired by it with full title guarantee and the Buyer shall buy the Indirect Sale Shares on the terms and subject to Purchaser at the Closing certificates representing their respective Shares duly endorsed in blank or accompanied by stock powers or other instruments conditions of transfer duly executed in blank, and shall have annexed thereto all necessary stock transfer stamps or shall be accompanied by funds sufficient for the purchase thereof by the Company;this Agreement. (b) Purchaser hereby agrees to purchase from 3.4 In so far as they are able each of the several option holders ODL Sellers shall (i) procure that the debt-to-equity ratio of each of the C-Corp Sellers, determined by reference to the C-Corp Consideration Shares and the C-Corp Consideration Loan Notes shall not exceed 70:30 at the time the C-Corp Consideration Loan Notes are issued in accordance with clause 5, and (ii) shall not incur any financial indebtedness other than the C-Corp Consideration Loan Notes. 3.5 The Shares shall be sold free from all Encumbrances and with all rights now or hereafter becoming attached to them. 3.6 Each of the ODL Sellers irrevocably waives all rights of pre-emption and other sellers ("Other Sellers") who have executed and delivered letter agreements substantially in restrictions on the form annexed hereto as Exhibit 1B (eachtransfer of the Shares conferred on such ODL Sellers arising under the articles of association of the Company, a "Sales Agreement"), regarding any shareholders’ agreement or otherwise. 3.7 The Buyer shall not be obliged to complete the sale and purchase of their respective shares of Common Stock, either outstanding or issuable upon exercise any of the several options, as set forth Shares unless the sale and purchase of all of the Shares is completed in the annexed Schedule 1B (collectively the "Other Shares"); and (c) each of Sellers and Purchaser hereby agrees to execute and deliver the Shareholders' accordance with this Agreement, substantially in the form annexed hereto as Exhibit 1C..

Sale and Purchase of the Shares. Upon 2.1 The Vendors shall sell the terms and subject Shares to the conditions of this AgreementPurchaser and the Purchaser, relying on the Closing Date (as hereinafter defined),Warranties and the other obligations of the Warrantors under this agreement, shall purchase the Shares. (a) each of Sellers hereby agrees to sell, transfer, assign and deliver to Purchaser and Purchaser hereby agrees to purchase, 2.2 The Vendors shall sell the Sellers' respective shares of common stock, $.001 par value per share, of Company ("Common Stock"), as set forth in the annexed Schedule 1A, (collectively the "Shares"), Shares with full title guarantee free and clear of from all liens, charges, encumbrances and adverse claims (and whether or not the Vendors know or could reasonably be expected to know about such matters) together with all rights now or hereafter attaching to them including all dividends declared or payable or distributions made or proposed on or after the Balance Sheet Date (other than the Pre- Sale Dividends). 2.3 The Vendors irrevocably and unconditionally waive (and shall procure such a waiver by their nominee(s) of) all rights of pre-emption or other restrictions of any kind whatsoeveron transfer which they or such nominee(s) may have, except with regard to restrictions upon transfer as imposed whether under the Securities Act Articles of 1933Association of the Company or otherwise, in respect of the transfer to the Purchaser or its nominee(s) of the Shares or any of them and shall execute and deliver (or procure the execution and delivery of) all such deeds of waiver in respect thereof as amended the Purchaser may require. 2.4 The Purchaser shall not be obliged to complete the purchase of some only of the Shares unless the purchase of all the Shares is completed simultaneously in accordance with the provisions of this agreement. 3.1 The aggregate consideration payable for the Shares shall be the Initial Consideration (described in clause 3.2) and the Subsequent Consideration (which shall be determined and satisfied in accordance with the sixth schedule subject to a maximum of (Pounds)2,000,000). 3.2 The Initial Consideration shall be the sum of (Pounds)6,020,000 which shall be satisfied by the issue at Completion to the Vendors of the First Loan Notes (accompanied by a Bank Guarantee in respect thereof duly executed by the Bank). 3.3 The Initial Consideration and the Subsequent Consideration shall be apportioned between the various Vendors in accordance with the first schedule. 3.4 Xx Xxxxxx has agreed to become a party to this agreement and to undertake the obligations imposed on him pursuant to it in consideration of: 3.4.1 the Purchaser and the Guarantor agreeing to become a party to this agreement at Xx Xxxxxx'x request; 3.4.2 the Purchaser undertaking to procure that the Company will enter into a service agreement in the Agreed Form with Xx Xxxxxx at Completion; and 3.4.3 the payment to Xx Xxxxxx of the sum of (Pounds)1 by the Purchaser, (the "Securities Act"receipt of which he acknowledges). Each . 4.1 Completion shall take place at the offices of Sellers the Purchaser's Solicitors immediately after the exchange of this agreement when the parties shall comply with their respective obligations as set out in this clause. 4.2 The Warrantors shall deliver to the Purchaser or (at the Closing option of the Purchaser) to its nominee(s):- 4.2.1 duly executed share transfers in respect of the Shares in favour of the Purchaser or as it may direct, together with the relevant share certificates representing their respective Shares duly endorsed in blank or accompanied by stock powers or other instruments documents of transfer duly title and any power of attorney or other authority under which such transfers have been executed and an indemnity in blanksuch form as the Purchaser shall require in relation to any missing certificates; 4.2.2 written resignations and releases executed as deeds in the Agreed Form from all persons (other than any directors or secretaries remaining at the request of the Purchaser or appointed at the instance of the Purchaser) who, on or immediately prior to Completion, may be directors or secretaries of the Company, resigning their offices and releasing the Company from all claims and rights of action existing at the date of this agreement whether by way of compensation, remuneration, redundancy payments or otherwise; 4.2.3 the unqualified resignation with effect from Completion of the present Auditors as auditors of the Company by notice in accordance with section 392 of the Companies Act which shall contain a statement in accordance with section 394 of the Companies Act together with confirmation that they have annexed thereto no claims against the Company for unpaid fees or expenses; 4.2.4 the common seal, the certificate of incorporation and copies of the Memorandum and Articles of Association (containing copies of all necessary stock transfer stamps or such resolutions and agreements as are referred to in section 380 of the Companies Act) of the Company and the registers and books required by the Companies Act to be kept by it all of which shall be accompanied by funds sufficient for written up to date as at Completion; 4.2.5 all deeds and documents of title relating to the purchase thereof by Properties (including all insurance policies, premium receipts, maintenance contracts and other documents relating to the Properties in the Company's possession or under its control) and certified copies of any documents being held by mortgagees; (b) Purchaser hereby agrees 4.2.6 a letter from the Warrantors specifying the whereabouts of any other documents, books and records of the Company which shall not be held at --- the Properties and directing the holders of them to purchase deliver them up to the Purchaser's authorised representatives immediately upon request; 4.2.7 certificates or statements from each of the several option holders banks at which the Company maintain accounts of the amounts standing to the credit or debit of such accounts at the close of business on the second business day preceding Completion together with a list of all unpresented cheques and uncleared lodgements which upon presentation or clearance would be debited or credited to such accounts; 4.2.8 letters of release executed as deeds and such other sellers ("Other Sellers") who have executed evidence as the Purchaser may require of the irrevocable and delivered letter agreements substantially unconditional release and discharge of the Company from all liabilities or obligations pursuant to any bonds, guarantees, indemnities, securities or obligations given or entered into by the Company to or in favour of any person in respect of any liabilities or obligations of the Warrantors; 4.2.9 a service agreement in the form annexed hereto as Exhibit 1B (each, a "Sales Agreement"), regarding Agreed Form between the sale Company and Xx Xxxxxx signed by him; 4.2.10 powers of their respective shares of Common Stock, either outstanding or issuable upon exercise of the several options, as set forth attorney in the annexed Schedule 1B (collectively Agreed Form in relation to the "Other Shares"); andShares duly executed by each Vendor; (c) each of Sellers 4.2.11 the Tax Deed; 4.2.12 confirmation that the shareholders agreement dated 7 March 1996 between the Warrantors has been terminated and Purchaser hereby agrees to execute and deliver that the Shareholders' Agreement, substantially in debenture securing the form annexed hereto as Exhibit 1C.Vendor's

Sale and Purchase of the Shares. Upon the terms 2.1 Each Share Seller agrees to sell at Completion with full title guarantee its Relevant Shares, and subject each right attaching to the conditions Relevant Shares at or after Completion, free of this Agreementany Encumbrance and the Buyer agrees to buy the Shares, on along with each right attaching to the Closing Date Shares at or after Completion, free of any Encumbrance. 2.2 The Buyer shall not be obliged to complete the purchase of any of the Shares, the Investor Loan Notes or the purchase of any of the EBT Management Loan Notes or to procure the redemption of the Management Loan Notes (other than the EBT Management Loan Notes) and the cash cancellation of the Warrants unless the sale of all the Shares, the Investor Loan Notes and the EBT Management Loan Notes and redemption of the Management Loan Notes (other than the EBT Management Loan Notes) and the cash cancellation of the Warrants is completed simultaneously, but completion of the purchase of some of the Shares will not affect the rights of the Buyer with respect to the purchase of the others. 2.3 For the purpose of article 9.1 of the Articles, each Seller of “B” Shares (as hereinafter defined), defined therein) in the Company gives its consent to the transfer of “B” Shares (as defined therein) pursuant to this Agreement and each Share Seller irrevocably and unconditionally waives (a) each any other rights of Sellers hereby agrees to sellpre-emption, transfer, assign tag-along rights and deliver to Purchaser other restrictions on transfer over the Shares conferred on it and Purchaser hereby agrees to purchase, the Sellers' respective shares of common stock, $.001 par value per share, of Company ("Common Stock"), as set forth in the annexed Schedule 1A, (collectively the "Shares"), free and clear of all liens, encumbrances or restrictions of any kind whatsoever, except with regard to restrictions upon transfer as imposed under the Securities Act of 1933, as amended (the "Securities Act"). Each of Sellers shall deliver to Purchaser at the Closing certificates representing their respective Shares duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, and shall have annexed thereto all necessary stock transfer stamps or shall be accompanied by funds sufficient for the purchase thereof by the Company; (b) Purchaser hereby agrees subject and with effect from Completion, all other rights relating to purchase from each of the several option holders and other sellers ("Other Sellers") who Shares which may have executed and delivered letter agreements substantially in the form annexed hereto as Exhibit 1B (each, a "Sales Agreement"), regarding the sale of their respective shares of Common Stock, either outstanding or issuable upon exercise of the several options, as set forth in the annexed Schedule 1B (collectively the "Other Shares"); and (c) each of Sellers and Purchaser hereby agrees to execute and deliver been conferred on it under the Shareholders' ’ Agreement, substantially in the form annexed hereto as Exhibit 1C.articles of association of any Group Company or otherwise.

Sale and Purchase of the Shares. At the Closing RECOR shall sell and transfer to the Buyer all of the Shares owned by RECOR in exchange for the payment and transfer of the following consideration, to be delivered and distributed as follows: A. Upon the terms execution of this Agreement and subject transfer and delivery of the Shares to the conditions Buyer, Buyer shall pay to RECOR the sum of TWO HUNDRED THOUSAND DOLLARS ($200,000.00) B. Upon the execution of this Agreement, on the Closing Date (as hereinafter defined), (a) each of Sellers hereby agrees to sell, transfer, assign and Buyer shall deliver to Purchaser and Purchaser hereby agrees to purchaseLawyers Title of Pensacola, or such other escrow agent as shall be agreed upon by the Sellers' respective parties (hereinafter the "Escrow Agent") (i) 50,000 shares of common stockstock of Avalon, $.001 par value per shareand (ii) Purchase Warrants for 200,000 shares of common stock of Avalon at market ask price at the date of Closing. All such consideration shall be held by the Escrow Agent under the terms and conditions of the Escrow Agreement executed by and among the parties hereto and the Escrow Agent. The 50,000 shares of common stock shall be issued and delivered to the escrow agent to be held in the name of the following parties, as part of Company the consideration passing between the parties to this Agreement: 5,000 shares of common stock shall be issued to Rick Xxxxxx 22,500 shares of common stock shall be issued to Edwix Xxxxx Xxxxxx XX ("Common Stock")XXCOR has advised that this stock is to be issued to Mr. Xxxxxx xx consideration for services rendered to RECOR by Mr. Xxxxxx) 00,500 shares of common stock shall be issued to RECOR, Inc. 2 The purchase warrants shall be issued in the following manner: Purchase Warrant for 20,000 shares of common stock shall be issued to Rick Xxxxxx Xxxchase Warrant for 90,000 shares of common stock shall be issued to Edwix Xxxxx Xxxxxx XX (XXCOR has advised that this Purchase Warrant is to be issued to Mr. Xxxxxx xx consideration for services rendered to RECOR by Mr. Xxxxxx) Xxrchase Warrant for 90,000 shares of common stock shall be issued to RECOR, Inc. C. As additional consideration, (with the exception of payroll taxes) Buyer agrees to pay directly to the Company's creditors at the time of Closing the Company's identified and disclosed current and past due liabilities of Secure Corrections, Inc., as set forth on the Schedule of Class "B" Creditors as set forth on the Disclosure of Liabilities, Exhibit "A" hereto. The additional consideration of $44,782.54 shall be delivered to the Escrow Agent at time of Closing, to be distributed to RECOR in the annexed Schedule 1Amanner hereinafter provided. With respect to payroll taxes, the parties agree that the payroll taxes identified on Exhibit "A" hereto are estimates only, and may not be properly assessable against Secure Corrections, Inc. The Buyer agrees to assume the liability to pay all payroll taxes (collectively including penalty and interest) ultimately determined to be properly assessable against Secure Corrections, Inc., but the liability of the Buyer for payroll taxes, penalty and interest shall not exceed those amounts shown on Exhibit "SharesA"). Any liability for payroll taxes, free and clear penalties and interest thereon, in excess of all liens, encumbrances or restrictions of any kind whatsoever, except with regard to restrictions upon transfer that shown on Exhibit "A" hereto shall be treated as imposed under the Securities Act of 1933, as amended (the "Securities Act"). Each of Sellers shall deliver to Purchaser at the Closing certificates representing their respective Shares duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blankan undisclosed liability hereunder, and shall have annexed thereto all necessary stock transfer stamps or remain the responsibility of RECOR. If it shall be accompanied determined (as confirmed by funds sufficient the IRS) that the payroll tax liability is less than that shown on Exhibit "A" hereto, then the difference between the actual liability and the estimated liability shown on Exhibit "A" hereto shall be immediately remitted to RECOR. D. The Company and RECOR are currently preparing the unaudited balance sheet of the Company as of July 15, 1996, and the related unaudited statement of income and retained earnings, also as of July 15, 1996. (Said balance sheet and statement of income collectively referred to herein as the "Financial Statements" of the Company). All Liabilities of the Company as of July 15, 1996 required to be reflected or reserved for by generally accepted accounting principles consistently applied are to be fully reflected or reserved for in the Company's balance sheet. It is agreed by the parties hereto that the Escrow Agent shall maintain possession of the consideration identified in Paragraph 1.B. above until such time as the following contingencies occur: (1) Financial Statements are completed and delivered to Avalon and Buyer; and (2) filing of income and franchise tax returns due prior to July 15, 1996, for the purchase thereof by the Company; (b) Purchaser hereby agrees to purchase from each of the several option holders Company and other sellers ("Other Sellers") who have executed and delivered letter agreements substantially in the form annexed hereto as Exhibit 1B (each, a "Sales Agreement"), regarding the sale of their respective shares of Common Stock, either outstanding or issuable upon exercise of the several options, as set forth in the annexed Schedule 1B (collectively the "Other Shares"); and (c) each of Sellers and Purchaser hereby agrees to execute and deliver the Shareholders' Agreement, substantially in the form annexed hereto as Exhibit 1C.delivery

Sale and Purchase of the Shares. Upon 3.1 Each Seller, relying on the terms and subject obligations of the Purchaser under this agreement, shall sell the Shares set opposite its/his name in column 2 of the first schedule to the conditions of this AgreementPurchaser and the Purchaser, relying on the Closing Date (as hereinafter defined),Warranties and the other obligations of the Sellers under this agreement, shall purchase those Shares. (a) each 3.2 Each Seller shall sell the Shares set opposite its/his name in column 2 of Sellers hereby agrees to sell, transfer, assign and deliver to Purchaser and Purchaser hereby agrees to purchase, the Sellers' respective shares of common stock, $.001 par value per share, of Company ("Common Stock"), as set forth in the annexed Schedule 1A, (collectively the "Shares"), first schedule with full title guarantee free and clear of from all liens, charges, encumbrances and adverse claims (and whether or not that Seller knows or could reasonably be expected to know about such matters) together with all rights attaching to them at Completion including all dividends declared and payable or distributions made or proposed on or after Completion (but excluding, in the case of each Seller other than Xxxxxxx Xxxxxxxx, the right to receive the Completion Dividend which shall be retained by each such Seller). 3.3 Each Seller irrevocably and unconditionally waives (and shall procure such a waiver by his nominee(s) of) all rights of pre-emption or other restrictions of any kind whatsoeveron transfer which they or such nominee(s) may have, except with regard to restrictions upon transfer as imposed whether under the Securities Act Articles of 1933Association of the Company and the Subsidiaries or otherwise, as amended (in respect of the "Securities Act"). Each transfer to the Purchaser or its nominee(s) of Sellers the Shares or any of them. 3.4 The Purchaser shall deliver not be obliged to Purchaser at the Closing certificates representing their respective Shares duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, and shall have annexed thereto all necessary stock transfer stamps or shall be accompanied by funds sufficient for complete the purchase thereof by of some only of the Company;Shares unless the purchase of all the Shares is completed simultaneously in accordance with the provisions of this agreement. (b) Purchaser hereby agrees to purchase from 3.5 The obligations of each of the several option holders Sellers under this clause 3 shall be separate obligations and no Seller shall be liable together with any other sellers ("Other Sellers") who have executed and delivered letter agreements substantially Seller in the form annexed hereto as Exhibit 1B (each, a "Sales Agreement"), regarding the sale of their respective shares of Common Stock, either outstanding or issuable upon exercise respect of the several options, as set forth in the annexed Schedule 1B (collectively the "Other Shares"); and (c) each of Sellers and Purchaser hereby agrees to execute and deliver the Shareholders' Agreement, substantially in the form annexed hereto as Exhibit 1C.same obligation under this clause 3.

Sale and Purchase of the Shares. Upon 2.1 The Vendors shall sell the terms and subject Shares to the conditions of this AgreementPurchaser and the Purchaser, relying on the Closing Date (as hereinafter defined),Warranties and the other obligations of the Vendors under this agreement, shall purchase the Shares. (a) each of Sellers hereby agrees to sell, transfer, assign and deliver to Purchaser and Purchaser hereby agrees to purchase, 2.2 The Vendors shall sell the Sellers' respective shares of common stock, $.001 par value per share, of Company ("Common Stock"), as set forth in the annexed Schedule 1A, (collectively the "Shares"), Shares with full title guarantee free and clear of from all liens, charges, encumbrances and adverse claims (and whether or not the Vendors know or could reasonably be expected to know about such matters) together with all rights now or hereafter attaching to them including all dividends declared or payable or distributions made or proposed on or after the Balance Sheet Date (other than the Pre- Sale Dividend, the bonus issue of "B" ordinary shares in the capital of the Company declared on 12 December 1999 and the scrip issues of the "A" redeemable shares and the "C" redeemable shares in the capital of the Company declared on 13 December 1999). 2.3 The Vendors irrevocably and unconditionally waive (and shall procure such a waiver by their nominee(s) of) all rights of pre-emption or other restrictions of any kind whatsoeveron transfer which they or such nominee(s) may have, except with regard to restrictions upon transfer as imposed whether under the Securities Act Articles of 1933Association of the Company and the Subsidiaries or otherwise, in respect of the transfer to the Purchaser or its nominee(s) of the Shares or any of them and shall execute and deliver (or procure the execution and delivery of) all such deeds of waiver in respect thereof as amended the Purchaser may require. 2.4 The Purchaser shall not be obliged to complete the purchase of some only of the Shares unless the purchase of all the Shares is completed simultaneously in accordance with the provisions of this agreement. 3.1 The aggregate consideration for the Shares (which shall be apportioned as shown in the "Securities Act")first schedule and provided for in paragraph 4.1.2 of the sixth schedule) shall be:- 3.1.1 the sum of (Pounds)5,175,520; plus 3.1.2 such further sums (if any) as shall become due and payable in accordance with the sixth schedule but which shall not in any circumstances exceed a total of (Pounds)1,700,000. Each 4 COMPLETION -------------------- 4. 1 Completion shall take place at the offices of Sellers the Purchaser's Solicitors immediately after the exchange of this agreement when the parties shall comply with their respective obligations as set out in this clause. 4.2 The Vendors shall deliver to the Purchaser or (at the Closing option of the Purchaser) to its nominee(s): 4.2.1 duly executed share transfers in respect of the Shares in favour of the Purchaser or as it may direct, together with the relevant share certificates representing their respective Shares duly endorsed in blank or accompanied by stock powers or other instruments documents of transfer title and any power of attorney or other authority under which such transfers have been executed and an indemnity in such form as the Purchaser shall require in relation to any missing certificates; 4.2.2 duly executed share transfers in blankrespect of any shares in the Subsidiaries not registered in the name of the Company in favour of such persons as the Purchaser may direct together with share certificates or other documents of title in respect of all the issued share capitals of the Subsidiaries and an indemnity in such form as the Purchaser shall require in relation to any missing certificates; 4.2.3 written resignations and releases executed as deeds in the Agreed Form from all persons (other than any directors or secretaries remaining at the request of the Purchaser or appointed at the instance of the Purchaser) who, on or immediately prior to Completion, may be directors or secretaries of the Company and the Subsidiaries, resigning their offices and releasing the Company and the Subsidiaries from all claims and rights of action whether by way of compensation, remuneration, redundancy payments or otherwise except for accrued remuneration and reasonable expenses (if any) for the month then current at the respective rates disclosed in the Disclosure Letter; 4.2.4 the unqualified resignation with effect from Completion of the present Auditors as auditors of the Company and the Subsidiaries by notices in accordance with section 392 of the Companies Act which shall contain a statement in accordance with section 394 of the Companies Act together with confirmation that they have annexed thereto no claims against the Company and the Subsidiaries for unpaid fees or expenses; 4.2.5 the common seals, the certificates of incorporation and copies of the Memorandum and Articles of Association (containing copies of all necessary stock transfer stamps such resolutions and agreements as are referred to in section 380 of the Companies Act) of each of the Company and the Subsidiaries and the registers and books required by the Companies Act to be kept by each of them all of which shall be written up to date as at Completion; 4.2.6 all deeds and documents of title relating to the Properties (including all insurances policies, premium receipts, maintenance contracts and other documents relating to the Properties) and certified copies of any documents being held by mortgagees or shall be accompanied by funds sufficient for the purchase thereof deposit in such place or places of safekeeping as nominated by the CompanyPurchaser; (b) Purchaser hereby agrees 4.2.7 a letter from the Vendors specifying the whereabouts of any other documents, books and records of the Company and the Subsidiaries which shall not be held at the Properties and directing the holders of them --- to purchase deliver them up to the Purchaser's authorised representatives immediately upon request; 4.2.8 facsimile certificates from each of the several option holders banks at which the Company and the Subsidiaries maintain accounts of the amounts standing to the credit or debit of such accounts at the close of business on the second business day preceding Completion together with a list of all unpresented cheques and uncleared lodgements which upon presentation or clearance would be debited or credited to such accounts; 4.2.9 letters of release executed as deeds and such other sellers ("Other Sellers") who have executed evidence as the Purchaser may require of the irrevocable and delivered letter unconditional release and discharge of the Company and the Subsidiaries from all liabilities or obligations pursuant to any bonds, guarantees, indemnities, securities or obligations given or entered into by the Company and/or the Subsidiaries to or in favour of any person in respect of any liabilities or obligations of the Vendors; 4.2.10 service agreements substantially in the form annexed hereto as Exhibit 1B (each, Agreed Form between the Company and Xxxxxx Xxxx and Xxxxxx Xxxx signed by each of them; 4.2.11 powers of attorney in the Agreed Form in relation to the Shares duly executed by each Vendor; 4.2.12 the Tax Deed; 4.2.13 a "Sales Agreement"), regarding the sale of their respective shares of Common Stock, either outstanding or issuable upon exercise copy of the several options, as set forth Accounts in the annexed Schedule 1B (collectively Agreed Form signed by the "Other Shares")Auditors; 4.2.14 if required by the Purchaser, evidence to the satisfaction of the Purchaser that any person executing this agreement or any document to be executed pursuant to it has authority to do so; 4.2.15 a certificate of incorporation on re-registration of Lombard Guildhouse plc as a private limited company; and (c) 4.2.16 contracts of employment in the Agreed Form between the Company and Xxxxxxx Xxxxxxx, Xxxxx Xxxxxxxx and Xxxxxx Xxxxx duly executed by each of Sellers them. 4.3 The Vendors shall on the Completion Date:- 4.3.1 procure that none of them or any of their Associates has any claims or rights of action against either the Company or the Subsidiaries and Purchaser hereby agrees that none of them or any of their Associates is in any way obligated or indebted to execute and deliver the Shareholders' Agreement, substantially Company or the Subsidiaries except as set out in the form annexed hereto Disclosure Letter; and 4.3.2 deliver to the Purchaser's Solicitors letters executed as Exhibit 1C.deeds in the Agreed Form confirming that they have complied with clause 4.3.1, and irrevocably and unconditionally releasing the Company and the Subsidiaries from all obligations and liabilities as contemplated by clause 4.3.1 except as set out in the Disclosure Letter.

Sale and Purchase of the Shares. Upon RELEASE OF THE OPTIONS - ------------------------------------------------------- 2.1 The Vendors shall sell the terms and subject Shares to the conditions Purchaser and the Purchaser, relying on the Warranties and the other obligations of the Vendors under this agreement, shall purchase the Shares. 2.2 The Vendors shall sell the Shares with full title guarantee free from all liens, charges, encumbrances and adverse claims (and whether or not the Vendors know or could reasonably be expected to know about such matters) together with all rights now or hereafter attaching to them including all dividends declared or payable or distributions made or proposed on or after the Balance Sheet Date. 2.3 The Vendors shall procure that the Optionholders shall release the Company from its obligation to allot and issue shares pursuant to the Options upon satisfaction by the Purchaser of its obligations pursuant to clause 4.5 and the Purchaser, relying on the Warranties and the other obligations of the Vendors shall pay the sums due to the Optionholders pursuant to this agreement. 2.4 The Vendors irrevocably and unconditionally waive (and shall procure such a waiver by their nominee(s) of) all rights of pre-emption or other restrictions on transfer which they or such nominee(s) may have, whether under the Articles of Association of the Company and the Subsidiaries or otherwise, in respect of the transfer to the Purchaser or its nominee(s) of the Shares or any of them and shall execute and deliver (or procure the execution and delivery of) all such deeds of waiver in respect thereof as the Purchaser may require. 2.5 The Purchaser shall not be obliged to complete the purchase of some only of the Shares unless the purchase of all the Shares and the release of all the Options is completed simultaneously in accordance with the provisions of this Agreement, on the Closing Date (as hereinafter defined),agreement. 3.1 The aggregate consideration for (a) each of Sellers hereby agrees to sell, transfer, assign and deliver to Purchaser and Purchaser hereby agrees to purchase, the Sellers' respective shares of common stock, $.001 par value per share, of Company ("Common Stock"), as set forth in the annexed Schedule 1A, (collectively the "Shares"), free and clear of all liens, encumbrances or restrictions of any kind whatsoever, except with regard to restrictions upon transfer as imposed under the Securities Act of 1933, as amended (the "Securities Act"). Each of Sellers shall deliver to Purchaser at the Closing certificates representing their respective Shares duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, and shall have annexed thereto all necessary stock transfer stamps or shall be accompanied by funds sufficient for the purchase thereof by the Company;; and (b) Purchaser hereby agrees the Optionholders releasing the Company from its obligations to purchase from each allot and issue shares pursuant to the Options shall be: 3.1.1 the sum of (Pounds)8,000,000; plus 3.1.2 such further sums (if any) as shall become due and payable in accordance with the sixth schedule but which shall not in any circumstances exceed a total of (Pounds)10,459,000; plus 3.1.3 (if within three months after Completion, (time being of the several option holders and other sellers essence for this purpose) the Purchaser shall have exchanged heads of agreement for the purchase ("Other Sellersthe South Purchase") who of the 74.9 per ---------------------- cent. of the issued share capital of South not already owned by Cash a Cheque (GB) Limited and the Purchaser shall subsequently complete the South Purchase) an additional sum ("the South Payment") which shall be --------------------- calculated in accordance with the following formula: 25.1 of (A x 100 ) ---- 74.9) where "A" shall be equal to the aggregate amount (if any) which the Purchaser shall pay to the sellers of the shares in South upon the completion of the South Purchase, but the South Payment shall be subject to a maximum of (Pounds)600,000. 3.2.1 If for whatever reason royalty payments due to the Company during the Earn Out Period pursuant to the South Agreement ("Royalty Payment") ------------------- have executed not been paid as and delivered letter agreements substantially when they fall due the Vendors' Representatives shall have the conduct of any claims which the Company may pursue in respect of all outstanding sums due to the Company from South subject always to the funding of the costs of such action by the Vendors by payments in advance and their indemnifying of the Purchaser and the Group on a joint and several basis against all losses, liabilities, costs and expenses incurred arising from such legal proceedings. 3.2.2 Any Royalty Payments as shall be recovered after the Relevant Accounts shall have been produced in Final Form shall be added to the Relevant Profits and the Adjusted Relevant Profits (as the case may be). 3.2.3 Any difference between the Second Instalment and/or Third Instalment actually payable pursuant to the sixth schedule and the sums in respect of the Second Instalment and Third Instalment which would have been payable had the Royalty Payment (less any costs or expenses actually incurred by the Group in recovering it and not refunded by the Vendors) been included in the form annexed hereto Relevant Profits and Adjusted Relevant Profits as Exhibit 1B (each, a "Sales Agreement"), regarding shown by the sale of their respective shares of Common Stock, either outstanding or issuable upon exercise Relevant Accounts and the Relevant Statement shall be payable to the Vendors as additional consideration within 28 days after the receipt by the Company of the several options, as set forth Royalty Payment. 3.2.4 Nothing in this clause 3.2 shall affect the maximum amounts of the Second and Third Instalments specified in the annexed Schedule 1B (collectively the "Other Shares"); andsixth schedule. (c) each of Sellers and Purchaser hereby agrees to execute and deliver the Shareholders' Agreement, substantially 3.2.5 Terms defined in the form annexed hereto as Exhibit 1C.sixth schedule shall have the same meaning when used in this clause.

Sale and Purchase of the Shares. Upon (a) On the terms basis of the representations, warranties and agreements of the Company contained in, and subject to the terms and conditions of of, this Agreement, the Company agrees to issue and sell to the Underwriter, and the Underwriter agrees to purchase the Firm Shares at a purchase price of $9.30 per Share, except as set forth in Section 1(b) below. (b) On the basis of the representations, warranties and agreements of the Company contained in, and subject to the terms and conditions of, this Agreement, and pursuant to directions from the Company, the Underwriter will offer to sell to each of the persons named in a list provided by the Company to the Underwriter (who may purchase alone or with family members to the extent permitted by the Free-Riding and Withholding Interpretation (the "INTERPRETATION") under the Rules of Fair Practice of the National Association of Securities Dealers, Inc. (the "NASD")) the number of Shares set forth opposite their respective names. To the extent such persons (alone or with such family members) offer to buy such Shares, the Underwriter agrees to purchase up to 300,000 of such Shares at a purchase price of $10.00 per Share. The purchase price for such Shares over 300,000 shall be as set forth in Section 1(b) above. The parties agree that the securities purchased and sold under this subparagraph to the Company's employees and directors shall constitute "issuer directed securities" under the Interpretation. The provisions of this Section 1(b) shall not affect the Underwriter's right, with respect to persons who are not employees or directors of the Company, to withdraw, cancel or modify orders or to reject orders in whole or in part. (c) On the basis of the representations, warranties and agreements of the Company contained in, and subject to the terms and conditions of, this Agreement, the Company grants to the Underwriter an option to purchase all or any part of the Optional Shares at a price per Share of $9.30. The over-allotment option may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriter and may be exercised in whole or in part at any time or times on or before 12:00 noon, Detroit time, on the day before the Firm Shares Closing Date (as hereinafter defineddefined in Section 2 below), , and only once at any time after that date and within 30 days after the Effective Date (a) as defined in Section 4 below), in each of Sellers hereby agrees case upon written or transmitted facsimile notice, or verbal notice confirmed by transmitted facsimile, written or telegraphic notice, by Ronex & Xo. to sellthe Company no later than 12:00 noon, transferDetroit time, assign and deliver to Purchaser and Purchaser hereby agrees to purchase, on the Sellers' respective shares of common stock, $.001 par value per share, of Company day before the Firm Shares Closing Date or at least three but not more than five full business days before the Optional Shares Closing Date ("Common Stock"as defined in Section 2 below), as set the case may be, setting forth in the annexed Schedule 1A, number of Optional Shares to be purchased and the time and date (collectively if other than the "Shares"), free and clear Firm Shares Closing Date) of all liens, encumbrances or restrictions of any kind whatsoever, except with regard to restrictions upon transfer as imposed under the Securities Act of 1933, as amended (the "Securities Act"). Each of Sellers shall deliver to Purchaser at the Closing certificates representing their respective Shares duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, and shall have annexed thereto all necessary stock transfer stamps or shall be accompanied by funds sufficient for the purchase thereof by the Company; (b) Purchaser hereby agrees to purchase from each of the several option holders and other sellers ("Other Sellers") who have executed and delivered letter agreements substantially in the form annexed hereto as Exhibit 1B (each, a "Sales Agreement"), regarding the sale of their respective shares of Common Stock, either outstanding or issuable upon exercise of the several options, as set forth in the annexed Schedule 1B (collectively the "Other Shares"); and (c) each of Sellers and Purchaser hereby agrees to execute and deliver the Shareholders' Agreement, substantially in the form annexed hereto as Exhibit 1C.such purchase.