Exhibit 99.1(a)
EXHIBIT A
SALE AND PURCHASE AGREEMENT
This agreement is made on 21 May 2001.
BETWEEN
(1) Pearson Overseas Holdings Limited whose registered office is at 0
Xxxxxxxxxx Xxxxxxx, Xxxxxx X0 (xxx "Vendor"); and
(2) Spinmerit Limited whose registered office is 0 Xxxxxxxxxx Xxxxxxx,
Xxxxxx X0 (xxx "Purchaser")
Whereby it is agreed as follows:
DEFINITIONS
1. In this agreement, unless the context otherwise requires, the
following definitions shall apply:
The "MarketWatch Shares": shares of common stock of
\ XxxxxxXxxxx.xxx, Inc., a Delaware
corporation
2. The Vendor shall sell and the purchaser shall purchase the
5,636,814 MarketWatch Shares (the "Sale Shares") owned by
Vendor free from all charges, liens, encumbrances, equities
and claims whatsoever and together with all rights which now
are, or at any time hereafter may become attached to them.
CONSIDERATION
3. In consideration for the sale by the Vendor referred to in
clause 2, the Purchaser shall pay the Vendor the sum
of(pound)17,941,814.21.
4. Completion of the sale of the Sale Shares shall take place as
soon as may be practically arranged. Prior to such completion,
the Vendor shall account to the Purchaser for all dividends,
bonuses and interest on the Sale Shares and undertakes to deal
with the legal title to the Sale Shares in accordance with the
instructions of the Purchaser.
[SIGNATURE PAGE FOLLOWS.]
As witness this Agreement has been signed on behalf on behalf of the
parties hereto the day and year above written.
Signed by /s/ X.X. Xxxxxxxx, Director
For and on behalf of
Pearson Overseas Holdings Limited
In the presence of: /s/ X. Xxxxx, Secretary
Signed by /s/ Xxxxx Xxxx, Director
For and on behalf of
Spinmerit Limited
In the presence of: /s/ X. Xxxxx, Secretary
