0001193125-08-185003 Sample Contracts

SHARE PURCHASE AGREEMENT
Share Purchase Agreement • August 27th, 2008 • Salary. Com, Inc. • Services-prepackaged software • England

This Share Purchase Agreement (this “Agreement”) is entered into as of August 21, 2008 (the “Effective Date”) by and among Salary.com, Inc., a Delaware corporation (“Buyer”); Nicholas Revell, Ashley Wheaton and John Cooke (together, the “Principals”); The Oxford Gateway Fund No. 2 (the “Fund”) acting by its manager Oxford Capital Partners Limited (“OCP” and together with the Fund, “Oxford”); and the shareholders listed on Exhibit A attached hereto (the “Additional Shareholders”). The Principals, Oxford and the Additional Shareholders, together, are referred to as the “Sellers”, and each a “Seller”. Buyer, the Principals, Oxford and the Additional Shareholders are referred to collectively herein as the “Parties”.

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