Common use of The Transaction Clause in Contracts

The Transaction. 2.1 The PARTIES hereby agree that the TRANSACTION shall include the following transactions and any other related matters as contemplated or required by the TRANSACTION DOCUMENTS: (a) a transfer of 42.67% of total equity interest in BPO ("EQUITY") by TVBI to the PURCHASER, for which the consideration shall be RMB 32,000,000 (RMB thirty-two million) ("EQUITY TRANSFER PRICE"), to be paid to the TVBI subject to the terms and conditions contained in this AGREEMENT and the SPIA; and (b) an increase of RMB 17,000,000 (RMB seventeen million) in the registered capital of BPO ("INCREASED CAPITAL") subscribed by the PURCHASER upon the transfer of the EQUITY pursuant to the SPIA, after which the PURCHASER will hold 51% equity interest in BPO. 2.2 The PARTIES hereby agree to enter into the TRANSACTION on the terms and conditions contained in this Agreement and the following documents("TRANSACTION DOCUMENTS"): (a) an agreement for equity transfer and capital increase ("SPIA") to be entered into by and among TVBI, SZCO, BPO and the PURCHASER in AGREED FORM as set out in Appendix 1 attached hereto, under which TVBI agrees to sell and the PURCHASER agrees to purchase the EQUITY, and in furtherance of the strategic partnership the PURCHASER agrees to subscribe for and make contribution of the newly increased capital pursuant to the SPIA, while TVBI, SZCO and BPO agree to the same; (b) an amended articles of association of BPO ("AMENDED AOA") in AGREED FORM as set out in Appendix 2 attached hereto; (c) other agreements, contracts or documents in relation to the TRANSACTION contemplated by the above documents or this Agreement. 2.3 The PARTIES hereby agree that the TRANSACTION shall be proceeded as follows: (a) Within twenty (20) BUSINESS DAYS after the execution of this AGREEMENT, the PURCHASER shall use its best efforts to increase its registered capital to RMB29,000,000, and deliver a copy of its latest business license and an original copy of its capital verification report for the SELLER's inspection; (b) Within twenty (20) BUSINESS DAYS after the VENDOR receives a copy of the business license and an original copy of its capital verification report delivered by the PURCHASER indicating that the registered capital of the PURCHASER is RMB29,000,000, the VENDORS shall deliver the duplicate of the application documents required by the equity transfer hereunder and the documents evidencing the fulfilment of the CLOSING CONDITIONS PRECEDENT set out in Clause 1 of Schedule B for the PURCHASER's confirmation, and the PURCHASER shall complete reviewing such documents within five (5) BUSINESS DAYS after receiving the documents, and issue a written transaction confirmation letter to the VENDORS after confirming that such documents are in compliance with the TRANSACTION DOCUMENTS. Within fifteen (15) BUSINESS DAYS after the issuance of the aforesaid written transaction confirmation letter, the PURCHASER shall make the initial payment of the EQUITY TRANSFER PRICE amounting to RMB 7,500,000 ("INITIAL PAYMENT") and the INCREASED CAPITAL amounting to RMB 17,000,000 into the BPO JOINT-CONTROL ACCOUNT within reasonably practical time, and execute the legal documents for the equity transfer and the capital increase. (c) Within twenty (20) BUSINESS DAYS after the INITIAL PAYMENT and the INCREASED CAPITAL have been made by the PURCHASER pursuant to Clause 2.3 (b), the VENDORS shall officially submit the application for the equity transfer and capital increase with SAIC with the application documents in the same form as the documents duplicate delivered to the PURCHASER pursuant to Clause 2.3 (b). The VENDORS shall obtain the prior written consent of the PURCHASER if any amendment need to be made to the application documents. (d) Within three (3) BUSINESS DAYS after the new business license of BPO ("NEW BUSINESS LICENSE") is issued, the VENDORS shall provide the PURCHASER with the documents issued by SAIC evidencing that the registered capital of BPO has increased to RMB 117,000,000 and the PURCHASER has been registered as the owner of 51% equity interest of BPO. The PURCHASER shall complete reviewing the aforesaid documents within five (5) BUSINESS DAYS after receiving such documents, and issue the CLOSING NOTICE after confirming that (1) the equity transfer and the capital increase have been completed in accordance with the TRANSACTION DOCUMENTS, and (2) all of the CLOSING CONDITIONS PRECEDENT (as defined below) have been fulfilled or the PURCHASER has waived the CLOSING CONDITIONS PRECEDENT failing to be fulfilled pursuant to Clause 3.4. The VENDORS shall handle CLOSING (as defined below) together with the PURCHASER and deliver all the documents necessary for the operation of BPO within the schedule as designated in the CLOSING NOTICE ("CLOSING DATE").

The Transaction. 2.1 The PARTIES hereby agree that the TRANSACTION shall include the following transactions and any other related matters as contemplated or required by the TRANSACTION DOCUMENTS: (a) a transfer of 42.67% of total equity interest in BPO ("EQUITY") by TVBI to the PURCHASER, for which the consideration shall be RMB 32,000,000 (RMB thirty-two million) ("EQUITY TRANSFER PRICE"), to be paid to the TVBI subject Subject to the terms and conditions contained in this AGREEMENT herein contained, the Company proposes to issue and sell to the SPIA; and Initial Purchasers, severally and not jointly, the Firm Notes which are convertible into the common stock, par value $0.01 per share (b) an increase of RMB 17,000,000 (RMB seventeen million) in the registered capital of BPO ("INCREASED CAPITAL") subscribed by the PURCHASER upon the transfer “Common Stock”), of the EQUITY Company. In addition, the Company proposes to grant to the Initial Purchasers an option to purchase up to an additional $20,000,000 principal amount of Notes from the Company (the “Option Notes”) pursuant to the SPIAterms hereof. The Notes are to be issued under an Indenture between the Company and W▇▇▇▇ Fargo Bank, after which National Association, as trustee (the PURCHASER will hold 51% equity interest in BPO. 2.2 “Trustee”) (the “Indenture”). The PARTIES hereby agree respective amounts of the Notes to enter into be purchased by each of the TRANSACTION several Initial Purchasers are set forth opposite their names on Schedule I hereto. In connection with the sale of the Notes, the Company has prepared a preliminary offering memorandum, dated March 19, 2007 (the “Preliminary Offering Memorandum”), and has prepared a final offering memorandum, dated the date hereof (the “Offering Memorandum”), each setting forth information regarding the Company, the Subsidiaries (as defined below), the Notes, the terms and conditions contained in this Agreement of the Offering and the following documents("TRANSACTION DOCUMENTS"): (a) an agreement for equity transfer and capital increase ("SPIA") to be entered into by and among TVBI, SZCO, BPO and the PURCHASER in AGREED FORM as set out in Appendix 1 attached hereto, under which TVBI agrees to sell and the PURCHASER agrees to purchase the EQUITY, and in furtherance of the strategic partnership the PURCHASER agrees to subscribe for and make contribution of the newly increased capital pursuant to the SPIA, while TVBI, SZCO and BPO agree to the same; (b) an amended articles of association of BPO ("AMENDED AOA") in AGREED FORM as set out in Appendix 2 attached hereto; (c) other agreements, contracts or documents in relation to the TRANSACTION transactions contemplated by the above documents Transaction Documents (as defined below), and any material developments relating to the Company occurring after the date of the most recent financial statements included therein. Any references herein to the Preliminary Offering Memorandum or this Agreement. 2.3 The PARTIES hereby agree that the TRANSACTION Offering Memorandum shall be proceeded as follows: (a) Within twenty (20) BUSINESS DAYS after deemed to include, in each case, all amendments and supplements thereto and any information and/or documents incorporated by reference therein. The Company hereby confirms that it has authorized the execution of this AGREEMENT, the PURCHASER shall use its best efforts to increase its registered capital to RMB29,000,000, and deliver a copy of its latest business license and an original copy of its capital verification report for the SELLER's inspection; (b) Within twenty (20) BUSINESS DAYS after the VENDOR receives a copy of the business license and an original copy of its capital verification report delivered by the PURCHASER indicating that the registered capital of the PURCHASER is RMB29,000,000, the VENDORS shall deliver the duplicate of the application documents required by the equity transfer hereunder and the documents evidencing the fulfilment of the CLOSING CONDITIONS PRECEDENT set out in Clause 1 of Schedule B for the PURCHASER's confirmation, and the PURCHASER shall complete reviewing such documents within five (5) BUSINESS DAYS after receiving the documents, and issue a written transaction confirmation letter to the VENDORS after confirming that such documents are in compliance with the TRANSACTION DOCUMENTS. Within fifteen (15) BUSINESS DAYS after the issuance of the aforesaid written transaction confirmation letter, the PURCHASER shall make the initial payment of the EQUITY TRANSFER PRICE amounting to RMB 7,500,000 ("INITIAL PAYMENT") and the INCREASED CAPITAL amounting to RMB 17,000,000 into the BPO JOINT-CONTROL ACCOUNT within reasonably practical time, and execute the legal documents for the equity transfer and the capital increase. (c) Within twenty (20) BUSINESS DAYS after the INITIAL PAYMENT and the INCREASED CAPITAL have been made by the PURCHASER pursuant to Clause 2.3 (b), the VENDORS shall officially submit the application for the equity transfer and capital increase with SAIC with the application documents in the same form as the documents duplicate delivered to the PURCHASER pursuant to Clause 2.3 (b). The VENDORS shall obtain the prior written consent of the PURCHASER if any amendment need to be made to the application documents. (d) Within three (3) BUSINESS DAYS after the new business license of BPO ("NEW BUSINESS LICENSE") is issued, the VENDORS shall provide the PURCHASER with the documents issued by SAIC evidencing that the registered capital of BPO has increased to RMB 117,000,000 and the PURCHASER has been registered as the owner of 51% equity interest of BPO. The PURCHASER shall complete reviewing the aforesaid documents within five (5) BUSINESS DAYS after receiving such documents, and issue the CLOSING NOTICE after confirming that (1) the equity transfer and the capital increase have been completed in accordance with the TRANSACTION DOCUMENTS, and (2) all of the CLOSING CONDITIONS PRECEDENT Disclosure Package (as defined below) have and the Offering Memorandum in connection with the offering and resale of the Notes by the Initial Purchasers. The Company understands that the Initial Purchasers propose to make an offering of the Notes (the “Exempt Resales”) only on the terms and in the manner set forth in the Disclosure Package and the Offering Memorandum, as amended or supplemented, and the terms hereof as soon as the Initial Purchasers deem advisable after this Agreement has been fulfilled or executed and delivered, solely to persons in the PURCHASER has waived United States whom the CLOSING CONDITIONS PRECEDENT failing Initial Purchasers reasonably believe to be fulfilled pursuant “qualified institutional buyers” (each, a “QIB”) as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), as such rule may be amended from time to Clause 3.4time (“Rule 144A”), in transactions under Rule 144A. The QIBs are referred to herein from time to time as the “Eligible Purchasers.” The Initial Purchasers will offer the Notes to such Eligible Purchasers initially at a price equal to 100% of the principal amount thereof. The VENDORS shall handle CLOSING Such price may be changed by the Initial Purchasers at any time without notice. Holders of the Notes (including the Initial Purchasers and their direct and indirect transferees) will be entitled to the benefits of a Registration Rights Agreement, to be dated the initial Closing Date (as defined below) and substantially in the form attached hereto as Exhibit A hereto (the “Registration Rights Agreement”), pursuant to which the Company will agree to file one or more registration statements with the Securities and Exchange Commission (the “Commission”), for the purpose of registration under the Securities Act of (i) the Notes and (ii) the Common Stock issuable upon conversion of the Notes or for the purpose of registration of the resale of the Notes and the Common Stock issuable upon conversion of the Notes. This Agreement, the Notes, the Registration Rights Agreement and the Indenture are hereinafter referred to collectively as the “Transaction Documents.” Any references herein to “Exchange Act Reports” herein include all documents filed by the Company with the Commission pursuant to Section 13(a), 13(c) or 15(d) of the Securities Exchange Act of 1934, as amended (together with the PURCHASER rules and deliver regulations of the Commission promulgated thereunder, the “Exchange Act”). Unless stated to the contrary, any references herein to the terms “amend”, “amendment” or “supplement” with respect to the Disclosure Package or the Offering Memorandum shall be deemed to refer to all Exchange Act Reports filed subsequent to the documents necessary for date of this Agreement that are incorporated by reference therein. Capitalized terms used herein and not otherwise defined shall have the operation of BPO within the schedule as designated meanings assigned to such terms in the CLOSING NOTICE ("CLOSING DATE")Disclosure Package, and if not defined therein, in the Indenture.

The Transaction. 2.1 The PARTIES hereby agree that the TRANSACTION shall include the following transactions and any other related matters as contemplated or required by the TRANSACTION DOCUMENTS: (a) a transfer of 42.67% of total equity interest in BPO ("EQUITY") by TVBI to the PURCHASER, for which the consideration shall be RMB 32,000,000 (RMB thirty-two million) ("EQUITY TRANSFER PRICE"), to be paid to the TVBI subject Subject to the terms and conditions contained in this AGREEMENT herein contained, the Company proposes to issue and sell to the Initial Purchasers, severally and not jointly, the Notes which are convertible into the common stock, $0.00001 par value per share, of the Company (the “Common Stock”). The Notes are to be issued under an Indenture between the Company and The Bank of New York Mellon, as trustee (the “Trustee”) (the “Indenture”). The amount of the Notes to be purchased by each of the several Initial Purchasers are set forth opposite their names on Schedule I hereto. In connection with the sale of the Notes, the Company has prepared a preliminary offering memorandum, dated December 9, 2010 (the “Preliminary Offering Memorandum”), and has prepared a final offering memorandum, dated the date hereof (the “Offering Memorandum”), each setting forth information regarding the Company, the subsidiaries listed on Schedule II hereto (the “Subsidiaries”), the Notes, the terms of the Offering and the SPIA; and (b) an increase of RMB 17,000,000 (RMB seventeen million) in the registered capital of BPO ("INCREASED CAPITAL") subscribed by the PURCHASER upon the transfer of the EQUITY pursuant to the SPIA, after which the PURCHASER will hold 51% equity interest in BPO. 2.2 The PARTIES hereby agree to enter into the TRANSACTION on the terms and conditions contained in this Agreement and the following documents("TRANSACTION DOCUMENTS"): (a) an agreement for equity transfer and capital increase ("SPIA") to be entered into by and among TVBI, SZCO, BPO and the PURCHASER in AGREED FORM as set out in Appendix 1 attached hereto, under which TVBI agrees to sell and the PURCHASER agrees to purchase the EQUITY, and in furtherance of the strategic partnership the PURCHASER agrees to subscribe for and make contribution of the newly increased capital pursuant to the SPIA, while TVBI, SZCO and BPO agree to the same; (b) an amended articles of association of BPO ("AMENDED AOA") in AGREED FORM as set out in Appendix 2 attached hereto; (c) other agreements, contracts or documents in relation to the TRANSACTION transactions contemplated by the above documents Transaction Documents (as defined below). Any references herein to the Preliminary Offering Memorandum or this Agreement. 2.3 The PARTIES hereby agree that the TRANSACTION Offering Memorandum shall be proceeded as follows: (a) Within twenty (20) BUSINESS DAYS after deemed to include, in each case, all amendments and supplements thereto and any information and/or documents incorporated by reference therein. The Company hereby confirms that it has authorized the execution of this AGREEMENT, the PURCHASER shall use its best efforts to increase its registered capital to RMB29,000,000, and deliver a copy of its latest business license and an original copy of its capital verification report for the SELLER's inspection; (b) Within twenty (20) BUSINESS DAYS after the VENDOR receives a copy of the business license and an original copy of its capital verification report delivered by the PURCHASER indicating that the registered capital of the PURCHASER is RMB29,000,000, the VENDORS shall deliver the duplicate of the application documents required by the equity transfer hereunder and the documents evidencing the fulfilment of the CLOSING CONDITIONS PRECEDENT set out in Clause 1 of Schedule B for the PURCHASER's confirmation, and the PURCHASER shall complete reviewing such documents within five (5) BUSINESS DAYS after receiving the documents, and issue a written transaction confirmation letter to the VENDORS after confirming that such documents are in compliance with the TRANSACTION DOCUMENTS. Within fifteen (15) BUSINESS DAYS after the issuance of the aforesaid written transaction confirmation letter, the PURCHASER shall make the initial payment of the EQUITY TRANSFER PRICE amounting to RMB 7,500,000 ("INITIAL PAYMENT") and the INCREASED CAPITAL amounting to RMB 17,000,000 into the BPO JOINT-CONTROL ACCOUNT within reasonably practical time, and execute the legal documents for the equity transfer and the capital increase. (c) Within twenty (20) BUSINESS DAYS after the INITIAL PAYMENT and the INCREASED CAPITAL have been made by the PURCHASER pursuant to Clause 2.3 (b), the VENDORS shall officially submit the application for the equity transfer and capital increase with SAIC with the application documents in the same form as the documents duplicate delivered to the PURCHASER pursuant to Clause 2.3 (b). The VENDORS shall obtain the prior written consent of the PURCHASER if any amendment need to be made to the application documents. (d) Within three (3) BUSINESS DAYS after the new business license of BPO ("NEW BUSINESS LICENSE") is issued, the VENDORS shall provide the PURCHASER with the documents issued by SAIC evidencing that the registered capital of BPO has increased to RMB 117,000,000 and the PURCHASER has been registered as the owner of 51% equity interest of BPO. The PURCHASER shall complete reviewing the aforesaid documents within five (5) BUSINESS DAYS after receiving such documents, and issue the CLOSING NOTICE after confirming that (1) the equity transfer and the capital increase have been completed in accordance with the TRANSACTION DOCUMENTS, and (2) all of the CLOSING CONDITIONS PRECEDENT Disclosure Package (as defined below) have and the Offering Memorandum in connection with the offering and resale of the Notes by the Initial Purchasers. The Company understands that the Initial Purchasers propose to make an offering of the Notes (the “Exempt Resales”) only on the terms and in the manner set forth in the Disclosure Package and the Offering Memorandum, as amended or supplemented, and the terms hereof as soon as the Initial Purchasers deem advisable after this Agreement has been fulfilled or executed and delivered, solely to persons whom the PURCHASER has waived the CLOSING CONDITIONS PRECEDENT failing Initial Purchasers reasonably believe to be fulfilled pursuant “qualified institutional buyers” (each, a “QIB”) as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), as such rule may be amended from time to Clause 3.4time (“Rule 144A”) in transactions under Rule 144A. The Initial Purchasers will offer the Notes to such QIBs initially at a price equal to 100% of the principal amount thereof. Such price may be changed by the Initial Purchasers at any time without notice. The VENDORS Notes are convertible in accordance with their terms and the terms of the Indenture into Common Stock (except for any cash in lieu of fractional shares) at an initial conversion rate of 164.6904 shares of Common Stock per $1,000 principal amount of Notes. This Agreement, the Notes and the Indenture are hereinafter referred to collectively as the “Transaction Documents.” Capitalized terms used herein and not otherwise defined shall handle CLOSING (as defined below) together with have the PURCHASER and deliver all the documents necessary for the operation of BPO within the schedule as designated meanings assigned to such terms in the CLOSING NOTICE ("CLOSING DATE")Disclosure Package, and if not defined therein, in the Indenture.

The Transaction. 2.1 The PARTIES hereby agree You have also advised the Commitment Parties that you intend to finance the Acquisition and costs and expenses related to the Transaction (as hereinafter defined) solely from (i) a cash equity investment of not less than $84,000,000 by Sponsor and/or its affiliates (such contribution, the “Equity Contribution”) , (ii) the Term Facility (as such term is defined below), and (iii) to the extent the Acquisition and costs and expenses of the Transaction are not funded by the sources in the preceding clauses (i) and (ii), one or more of the following sources: (A) the proceeds of a subordinated secured term loan facility in an aggregate amount equal to $25,000,000 with the Sponsor or an affiliate of Sponsor as lender and on terms and conditions (including an intercreditor agreement) reasonably satisfactory to the Administrative Agent (the “Sycamore Third Lien Facility”), (B) the net proceeds of the Real Estate Sale transaction contemplated by paragraph 15 on Schedule I hereto and (C) the net proceeds of the Vendor Financing transaction contemplated by paragraph 16 on Schedule I hereto in an amount not to exceed $50 million; it being understood and agreed that (x) no proceeds from the loans or other credit extensions under the Credit Facility shall be used to finance the Acquisition (but, for the avoidance of doubt, the Credit Facility may be used to pay restructuring and operating expenses of the Company (other than any fees and expenses specifically relating to the Transactions) which have accrued as of the Effective Date (“Accrued Company Expenses”)) and (y) solely to the extent that the TRANSACTION Credit Facility shall include be consummated pursuant to a New Credit Agreement (as defined below), proceeds from the following loans under the Credit Facility on the Effective Date, may be used solely to refinance outstanding indebtedness under the Existing Credit Agreement (as defined below) and for payment of any Accrued Company Expenses. The Acquisition, the entering into and funding of the Credit Facility, the receipt of proceeds from (and the consummation of the transactions related to) the Equity Contribution, the entering into of an amended and any other related matters restated term loan facility with ▇▇▇▇▇ Fargo Bank, National Association acting as contemplated or required by the TRANSACTION DOCUMENTS: administrative agent in an initial aggregate principal amount of at least $85,000,000 (a) a transfer of 42.67% of total equity interest representing approximately $11 million in BPO ("EQUITY") by TVBI incremental financing in addition to the PURCHASERcurrent outstanding principal amount of the Term Facility) and on terms and conditions meeting the requirements of Section 3 of Schedule I hereto (the “Term Facility”), the entering into and funding of the Sycamore Third Lien Facility, the Real Estate Sale and the Vendor Financing referred to above, together with all other transactions related to the financing and consummation of the Acquisition are hereinafter collectively referred to as the “Transaction.” Reference is made to that certain Amended and Restated Credit Agreement dated as of February 16, 2012 entered into by and among The Talbots, Inc., The Talbots Group Limited Partnership and Talbots Classics Finance Company, Inc. as borrowers (collectively the “Existing Borrowers”), certain other credit parties designated therein (together with the Existing Borrowers, the “Credit Parties”), GE Capital, as administrative agent (the “Existing Administrative Agent”) for which itself and the consideration shall be RMB 32,000,000 other financial institutions from time to time party thereto as lenders (RMB thirty-two millioncollectively, the “Existing Lenders”) ("EQUITY TRANSFER PRICE"as amended and in effect on the date hereof, the “Existing Credit Agreement”), to be paid to the TVBI subject . Pursuant to the terms and conditions contained of the Existing Credit Agreement, upon the closing of the Acquisition, a “Change in Control” (as defined in the Existing Credit Agreement) will occur. It is anticipated that the Credit Facility shall take the form of a second amended and restated credit agreement with the Existing Borrowers, the other Credit Parties and Parent (the “Second A&R Credit Agreement”), which shall be on the terms set forth in this AGREEMENT Commitment Letter (including those terms described under “Credit Documentation” on Schedule I hereto and the SPIA; and modifications set forth on Schedule II hereto) and the Fee Letter (b) an increase of RMB 17,000,000 (RMB seventeen million) in solely with respect to pricing terms and other matters not affecting the registered capital of BPO ("INCREASED CAPITAL") subscribed by the PURCHASER upon the transfer availability of the EQUITY Credit Facility) and pursuant to which such Change in Control default in respect of the Transaction and any default arising out of (i) the breach of any representation or warranty, or reporting or notice requirement, under the Existing Credit Agreement (solely to the extent made or required to be made under the Existing Credit Agreement and not made or required to be made under the Second A&R Credit Agreement) and (ii) any merger occurring pursuant to the SPIAAcquisition Agreement shall be waived (the “Waiver”). The Credit Documentation will provide that all representations and warranties, affirmative and negative covenants and defaults (which term, as used herein, shall include events of default) will apply only from and after which the PURCHASER will hold 51% equity interest in BPO. 2.2 The PARTIES hereby agree Effective Date after giving effect to enter into the TRANSACTION on the terms and conditions contained in this Agreement Acquisition and the following documents("TRANSACTION DOCUMENTS"): Merger (anotwithstanding the amendment or amendment and restatement of the Existing Credit Agreement) an agreement for equity transfer and capital increase ("SPIA") with the effect that no violation or breach of any representation, warranty or covenant or default that existed under the Existing Credit Agreement prior to be entered into by and among TVBIthe Effective Date shall constitute or give rise to a violation, SZCObreach or default under the Second A&R Credit Agreement unless such violation, BPO and the PURCHASER in AGREED FORM as set out in Appendix 1 attached hereto, under which TVBI agrees to sell and the PURCHASER agrees to purchase the EQUITYbreach or default continues, and constitutes a default under the Credit Documentation, on and after the Effective Date. The Existing Administrative Agent and Existing Lenders shall have received an omnibus release, in furtherance form and substance reasonably satisfactory to the Administrative Agent (the “Existing Lender Release”), from each of the strategic partnership the PURCHASER agrees to subscribe for and make contribution Existing Credit Parties in favor of the newly increased capital pursuant Existing Administrative Agent and Existing Lenders providing for, among other things, a release of all liabilities and potential liabilities arising under, in connection with or otherwise relating to the SPIA, while TVBI, SZCO and BPO agree to the same; (b) an amended articles of association of BPO ("AMENDED AOA") in AGREED FORM as set out in Appendix 2 attached hereto; (c) other agreements, contracts or documents in relation to the TRANSACTION contemplated by the above documents or this Existing Credit Agreement. 2.3 The PARTIES hereby agree that the TRANSACTION shall be proceeded as follows: (a) Within twenty (20) BUSINESS DAYS after the execution of this AGREEMENT, the PURCHASER shall extensions of credit thereunder or any transaction contemplated thereby. It is understood and agreed that GE Capital will use its best efforts to increase its registered capital arrange the Credit Facility pursuant to RMB29,000,000the Second A&R Credit Agreement as set forth above; provided, however, that notwithstanding anything to the contrary contained herein, there is no assurance whatsoever that such arrangement will be successful and deliver a copy of its latest business license and an original copy of its capital verification report for the SELLER's inspection; (b) Within twenty (20) BUSINESS DAYS after the VENDOR receives a copy of the business license and an original copy of its capital verification report delivered by the PURCHASER indicating that the registered capital requisite number of Existing Lenders under the PURCHASER is RMB29,000,000, Existing Credit Agreement (the VENDORS shall deliver the duplicate of the application documents required by the equity transfer hereunder and the documents evidencing the fulfilment of the CLOSING CONDITIONS PRECEDENT set out in Clause 1 of Schedule B for the PURCHASER's confirmation, and the PURCHASER shall complete reviewing such documents within five (5“Required Existing Lenders”) BUSINESS DAYS after receiving the documents, and issue a written transaction confirmation letter will consent to the VENDORS after confirming that such documents are in compliance with Waiver and otherwise consummating the TRANSACTION DOCUMENTS. Within fifteen (15) BUSINESS DAYS after Transaction under the issuance of the aforesaid written transaction confirmation letter, the PURCHASER shall make the initial payment of the EQUITY TRANSFER PRICE amounting to RMB 7,500,000 ("INITIAL PAYMENT") and the INCREASED CAPITAL amounting to RMB 17,000,000 into the BPO JOINT-CONTROL ACCOUNT within reasonably practical time, and execute the legal documents for the equity transfer and the capital increase. (c) Within twenty (20) BUSINESS DAYS after the INITIAL PAYMENT and the INCREASED CAPITAL have been made by the PURCHASER Credit Facility pursuant to Clause 2.3 a Second A&R Credit Agreement. As such, if the Required Existing Lenders under the Existing Credit Agreement (b)giving effect to assignments occurring thereunder on or prior to the Effective Date) shall not have approved the Second A&R Credit Agreement, then the VENDORS Credit Facility shall officially submit instead take the application for form of a new credit agreement (the equity transfer “New Credit Agreement”) which (along with related guarantee and capital increase with SAIC with security documentation) shall refinance the application documents in Existing Credit Agreement and shall be on the same form terms as the documents duplicate delivered Second A&R Credit Agreement and references herein or on Schedules I and II to the PURCHASER pursuant to Clause 2.3 Second A&R Credit Agreement shall (b). The VENDORS shall obtain the prior written consent of the PURCHASER if any amendment need as appropriate) be deemed to be made references to the application documentsNew Credit Agreement. (d) Within three (3) BUSINESS DAYS after the new business license of BPO ("NEW BUSINESS LICENSE") is issued, the VENDORS shall provide the PURCHASER with the documents issued by SAIC evidencing that the registered capital of BPO has increased to RMB 117,000,000 and the PURCHASER has been registered as the owner of 51% equity interest of BPO. The PURCHASER shall complete reviewing the aforesaid documents within five (5) BUSINESS DAYS after receiving such documents, and issue the CLOSING NOTICE after confirming that (1) the equity transfer and the capital increase have been completed in accordance with the TRANSACTION DOCUMENTS, and (2) all of the CLOSING CONDITIONS PRECEDENT (as defined below) have been fulfilled or the PURCHASER has waived the CLOSING CONDITIONS PRECEDENT failing to be fulfilled pursuant to Clause 3.4. The VENDORS shall handle CLOSING (as defined below) together with the PURCHASER and deliver all the documents necessary for the operation of BPO within the schedule as designated in the CLOSING NOTICE ("CLOSING DATE").

The Transaction. 2.1 The PARTIES hereby agree that (a) On the TRANSACTION shall include Interim Closing Date, the following transactions Buyer entered into a transaction (the "Interim Transaction"), pursuant to the terms set forth in the Interim Master Repurchase Agreement, in which the Seller transferred to the Buyer the Purchased Assets, against the Buyer's payment to the Seller of an Initial Securities Purchase Price of $23,000,000, with a simultaneous agreement, as set forth therein, by the Buyer to transfer to the Seller such Purchased Assets on the Termination Date, against the Seller's complete payment of the Repurchase Price and any other related matters as contemplated or required Obligations to the Buyer. The Interim Transaction was evidenced by a Transaction Notice, executed by the TRANSACTION DOCUMENTS:Seller and acknowledged and agreed to by the Buyer. (ab) a transfer The Seller has requested the Buyer to modify the residual repurchase facility underlying the Interim Transaction through an amendment and restatement of 42.67% of total equity interest the Interim Master Repurchase Agreement in BPO ("EQUITY") by TVBI to order to, among other things, increase the PURCHASERamount thereof and extend the term, for which the consideration shall be RMB 32,000,000 (RMB thirty-two million) ("EQUITY TRANSFER PRICE")Buyer hereby agrees to, to be paid to the TVBI subject to the terms and conditions contained in this AGREEMENT and the SPIA; and (b) an increase of RMB 17,000,000 (RMB seventeen million) in the registered capital of BPO ("INCREASED CAPITAL") subscribed by the PURCHASER upon the transfer of the EQUITY pursuant to the SPIA, after which the PURCHASER will hold 51% equity interest in BPO. 2.2 The PARTIES hereby agree to enter into the TRANSACTION on the terms and conditions contained in this Agreement and the following documents("TRANSACTION DOCUMENTS"): (a) an agreement for equity transfer and capital increase ("SPIA") to be entered into by and among TVBI, SZCO, BPO and the PURCHASER in AGREED FORM as set out in Appendix 1 attached hereto, under which TVBI agrees to sell and the PURCHASER agrees to purchase the EQUITY, and in furtherance of the strategic partnership the PURCHASER agrees to subscribe for and make contribution of the newly increased capital pursuant to the SPIA, while TVBI, SZCO and BPO agree to the same; (b) an amended articles of association of BPO ("AMENDED AOA") in AGREED FORM as set out in Appendix 2 attached hereto; (c) other agreements, contracts or documents in relation to the TRANSACTION contemplated by the above documents or this Agreement. 2.3 The PARTIES hereby agree that the TRANSACTION shall be proceeded as follows: (a) Within twenty (20) BUSINESS DAYS after the execution of this AGREEMENT, the PURCHASER shall use its best efforts to increase its registered capital to RMB29,000,000, and deliver a copy of its latest business license and an original copy of its capital verification report for the SELLER's inspection; (b) Within twenty (20) BUSINESS DAYS after the VENDOR receives a copy of the business license and an original copy of its capital verification report delivered by the PURCHASER indicating that the registered capital of the PURCHASER is RMB29,000,000, the VENDORS shall deliver the duplicate of the application documents required by the equity transfer hereunder and the documents evidencing the fulfilment of the CLOSING CONDITIONS PRECEDENT set out in Clause 1 of Schedule B for the PURCHASER's confirmation, and the PURCHASER shall complete reviewing such documents within five (5) BUSINESS DAYS after receiving the documents, and issue a written transaction confirmation letter to the VENDORS after confirming that such documents are in compliance with the TRANSACTION DOCUMENTS. Within fifteen (15) BUSINESS DAYS after the issuance of the aforesaid written transaction confirmation letter, the PURCHASER shall make the initial payment of the EQUITY TRANSFER PRICE amounting to RMB 7,500,000 ("INITIAL PAYMENT") and the INCREASED CAPITAL amounting to RMB 17,000,000 into the BPO JOINT-CONTROL ACCOUNT within reasonably practical time, and execute the legal documents for the equity transfer and the capital increaseherein. (c) Within twenty On the Closing Date, the Buyer hereby enters into a transaction (20) BUSINESS DAYS after the INITIAL PAYMENT "Transaction"), pursuant to the terms set forth herein, in which the Initial Securities Purchase Price shall have the meaning set forth herein and the INCREASED CAPITAL have been made Buyer agrees to increase the Securities Purchase Price by $ 9,445,339.48 (the PURCHASER pursuant to Clause 2.3 (b), the VENDORS shall officially submit the application for the equity transfer and capital increase with SAIC with the application documents in the same form as the documents duplicate delivered to the PURCHASER pursuant to Clause 2.3 (b"Holdback Amount"). The VENDORS shall obtain Buyer will promptly release the prior written consent Holdback Amount to the Seller, net of the PURCHASER if any amendment need Repurchase Option Premium (in the amount of $360,000), if, and only if, no later than December 31, 2004: (i) the Buyer has received a legal opinion (which may also be subject to be made customary commercial opinion assumptions, conditions and qualifications) from Blank Rome LLP, as counsel to ABFS and the Seller, as follows: "We are of the opinion that: A. The registration statement of American Business Financial Services, Inc. ("ABFS") regarding its retail secured subordinated indebtedness (the "Securities"), SEC File No. 333-116742 (the "Registration Statement"), has been declared effective under the Securities Act of 1933. To our knowledge, upon inquiry of the staff of the U.S. Securities and Exchange Commission (the "SEC"), no stop order suspending the effectiveness of the Registration Statement has been instituted and no proceedings for that purpose have been instituted or are pending. The opinion in this paragraph is based solely upon a telephone conversation occurring on _________between _________, a member of our Firm, and a member of the staff of the Division of Corporate Finance of the United States Securities and Exchange Commission. B. The Securities, when issued pursuant to the application documentsterms of the Indenture and as contemplated by the Registration Statement, will have been duly authorized, validly issued and will be legal, valid and binding obligations of ABFS, enforceable in accordance with their terms, except as enforcement may be limited by bankruptcy, insolvency or other similar laws or court decisions affecting creditors' rights generally currently in effect or which may hereafter occur which would render unenforceable certain rights and remedies or by general principles of equity. C. The issuance of the Securities pursuant to the Indenture and as contemplated by the Registration Statement will not violate the registration provisions contained in the Securities Act of 1933, as amended, to which ABFS is subject, any order, judgment or administrative decree applicable to ABFS and known to us, the articles of incorporation or by-laws of ABFS, or the terms of any material contracts or agreements to which ABFS is a party. For this purpose, the terms "material contracts or agreements" includes only those agreements or contracts filed with the Securities and Exchange Commission. D. No consents, approvals, authorizations and orders (if any) are required by any Federal or Pennsylvania regulatory or governmental body or under NASDAQ stock market rules for ABFS to issue and sell the securities pursuant to the Indenture and as contemplated by the Registration Statement except for those which have been obtained (other than approvals or authorizations required under any state securities or Blue Sky Laws, if any, as to which we express no opinion);" (ii) no Event of Default shall have occurred; and (iii) no Termination Event shall have occurred. If the conditions precedent to the Buyer's conditional obligation to release the Holdback Amount are not satisfied by 6 p.m. Eastern Standard Time on December 31, 2004, such obligation shall terminate. The Transaction shall be evidenced by the Transaction Notice, executed by the Seller and acknowledged and agreed to by the Buyer. (d) Within three The Seller shall repurchase Purchased Assets from the Buyer on the Termination Date by paying to the Buyer the Repurchase Price and any other Obligations by such date. Such obligation to repurchase subsists without regard to any prior or intervening liquidation or foreclosure with respect to each Purchased Asset (3) BUSINESS DAYS after but liquidation or foreclosure proceeds received by the new business license of BPO ("NEW BUSINESS LICENSE") is issued, Buyer shall be applied to reduce the VENDORS shall provide the PURCHASER with the documents issued by SAIC evidencing that the registered capital of BPO has increased to RMB 117,000,000 and the PURCHASER has been registered Repurchase Price except as the owner of 51% equity interest of BPOotherwise provided herein). The PURCHASER shall complete reviewing Seller is obligated to obtain the aforesaid documents within five Purchased Assets from the Buyer or its designee at the Seller's expense on (5) BUSINESS DAYS after receiving such documents, and issue the CLOSING NOTICE after confirming that (1or after) the equity transfer and the capital increase have been completed in accordance with the TRANSACTION DOCUMENTS, and (2) all of the CLOSING CONDITIONS PRECEDENT (as defined below) have been fulfilled or the PURCHASER has waived the CLOSING CONDITIONS PRECEDENT failing to be fulfilled pursuant to Clause 3.4. The VENDORS shall handle CLOSING (as defined below) together with the PURCHASER and deliver all the documents necessary for the operation of BPO within the schedule as designated in the CLOSING NOTICE ("CLOSING DATE")Termination Date.

The Transaction. 2.1 The PARTIES hereby agree that the TRANSACTION shall include the following transactions and any other related matters as contemplated or required by the TRANSACTION DOCUMENTS: (a) a transfer of 42.67% of total equity interest in BPO ("EQUITY") by TVBI to the PURCHASER, for which the consideration shall be RMB 32,000,000 (RMB thirty-two million) ("EQUITY TRANSFER PRICE"), to be paid to the TVBI subject Subject to the terms and conditions contained in this AGREEMENT herein contained, the Company proposes to issue and sell to the SPIA; and Initial Purchasers, severally and not jointly, the Firm Notes which are convertible into the Class A common stock $0.01 par value per share (bthe “Common Stock”) an increase of RMB 17,000,000 (RMB seventeen million) in the registered capital of BPO ("INCREASED CAPITAL") subscribed by the PURCHASER upon the transfer of the EQUITY Company. In addition, the Company proposes to grant to the Initial Purchasers an option to purchase up to an additional $13,500,000 principal amount of Notes from the Company (the “Option Notes”) pursuant to the SPIAterms hereof. The Firm Notes and the Option Notes are collectively referred to herein as the “Securities”. The Securities are to be issued under an Indenture between the Company and The Bank of New York Mellon, after which as trustee (the PURCHASER will hold 51% equity interest in BPO. 2.2 “Trustee”) (the “Indenture”). The PARTIES hereby agree amounts of the Securities to enter into be purchased by each of the TRANSACTION several Initial Purchasers are set forth opposite their names on Schedule I hereto. In connection with the sale of the Securities, the Company has prepared a preliminary offering memorandum, dated November 9, 2009 (the “Preliminary Offering Memorandum”), and has prepared a final offering memorandum, dated the date hereof (the “Offering Memorandum”), each setting forth information regarding the Company, the Securities, the terms and conditions contained in this Agreement of the Offering and the following documents("TRANSACTION DOCUMENTS"): (a) an agreement for equity transfer and capital increase ("SPIA") to be entered into by and among TVBI, SZCO, BPO and the PURCHASER in AGREED FORM as set out in Appendix 1 attached hereto, under which TVBI agrees to sell and the PURCHASER agrees to purchase the EQUITY, and in furtherance of the strategic partnership the PURCHASER agrees to subscribe for and make contribution of the newly increased capital pursuant to the SPIA, while TVBI, SZCO and BPO agree to the same; (b) an amended articles of association of BPO ("AMENDED AOA") in AGREED FORM as set out in Appendix 2 attached hereto; (c) other agreements, contracts or documents in relation to the TRANSACTION transactions contemplated by the above documents Transaction Documents (as defined below), and any material developments relating to the Company occurring after the date of the most recent financial statements included therein. Any references herein to the Preliminary Offering Memorandum or this Agreement. 2.3 The PARTIES hereby agree that the TRANSACTION Offering Memorandum shall be proceeded as follows: (a) Within twenty (20) BUSINESS DAYS after deemed to include, in each case, all amendments and supplements thereto and any information and/or documents incorporated by reference therein. The Company hereby confirms that it has authorized the execution of this AGREEMENT, the PURCHASER shall use its best efforts to increase its registered capital to RMB29,000,000, and deliver a copy of its latest business license and an original copy of its capital verification report for the SELLER's inspection; (b) Within twenty (20) BUSINESS DAYS after the VENDOR receives a copy of the business license and an original copy of its capital verification report delivered by the PURCHASER indicating that the registered capital of the PURCHASER is RMB29,000,000, the VENDORS shall deliver the duplicate of the application documents required by the equity transfer hereunder and the documents evidencing the fulfilment of the CLOSING CONDITIONS PRECEDENT set out in Clause 1 of Schedule B for the PURCHASER's confirmation, and the PURCHASER shall complete reviewing such documents within five (5) BUSINESS DAYS after receiving the documents, and issue a written transaction confirmation letter to the VENDORS after confirming that such documents are in compliance with the TRANSACTION DOCUMENTS. Within fifteen (15) BUSINESS DAYS after the issuance of the aforesaid written transaction confirmation letter, the PURCHASER shall make the initial payment of the EQUITY TRANSFER PRICE amounting to RMB 7,500,000 ("INITIAL PAYMENT") and the INCREASED CAPITAL amounting to RMB 17,000,000 into the BPO JOINT-CONTROL ACCOUNT within reasonably practical time, and execute the legal documents for the equity transfer and the capital increase. (c) Within twenty (20) BUSINESS DAYS after the INITIAL PAYMENT and the INCREASED CAPITAL have been made by the PURCHASER pursuant to Clause 2.3 (b), the VENDORS shall officially submit the application for the equity transfer and capital increase with SAIC with the application documents in the same form as the documents duplicate delivered to the PURCHASER pursuant to Clause 2.3 (b). The VENDORS shall obtain the prior written consent of the PURCHASER if any amendment need to be made to the application documents. (d) Within three (3) BUSINESS DAYS after the new business license of BPO ("NEW BUSINESS LICENSE") is issued, the VENDORS shall provide the PURCHASER with the documents issued by SAIC evidencing that the registered capital of BPO has increased to RMB 117,000,000 and the PURCHASER has been registered as the owner of 51% equity interest of BPO. The PURCHASER shall complete reviewing the aforesaid documents within five (5) BUSINESS DAYS after receiving such documents, and issue the CLOSING NOTICE after confirming that (1) the equity transfer and the capital increase have been completed in accordance with the TRANSACTION DOCUMENTS, and (2) all of the CLOSING CONDITIONS PRECEDENT Disclosure Package (as defined below) have and the Offering Memorandum in connection with the offering and resale of the Securities by the Initial Purchasers. The Company understands that the Initial Purchasers propose to make an offering of the Securities (the “Exempt Resales”) only on the terms and in the manner set forth in the Disclosure Package and the Offering Memorandum, as amended or supplemented, and the terms hereof as soon as the Initial Purchasers deem advisable after this Agreement has been fulfilled or executed and delivered, solely to persons in the PURCHASER has waived United States whom the CLOSING CONDITIONS PRECEDENT failing Initial Purchasers reasonably believe to be fulfilled “qualified institutional buyers” (each, a “QIB”) as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), as such rule may be amended from time to time (“Rule 144A”) in transactions under Rule 144A or pursuant to Clause 3.4another exemption from registration requirements of the Securities Act. The VENDORS shall handle CLOSING QIBs are referred to herein from time to time as the “Eligible Purchasers.” The Initial Purchasers will offer the Securities to such Eligible Purchasers initially at a price equal to 100% of the principal amount thereof. Such price may be changed by the Initial Purchasers at any time without notice. The Securities are convertible in accordance with their terms and the terms of the Indenture into shares of Common Stock (except for any cash in lieu of fractional shares) at an initial conversion rate of 96.637 shares of Common Stock per $1,000 principal amount of Securities. This Agreement, the Securities, and the Indenture are hereinafter referred to collectively as defined below) together with the PURCHASER and deliver all the documents necessary for the operation of BPO within the schedule as designated in the CLOSING NOTICE ("CLOSING DATE")“Transaction Documents.”

The Transaction. 2.1 The PARTIES hereby agree Borrower shall procure that the TRANSACTION following events, acts and things shall include have occurred at the times specified in the following transactions and any other related matters as contemplated or required by the TRANSACTION DOCUMENTSparagraphs: (a) by no later than the date of the Fourth Supplemental Agreement, the Borrower shall have entered into negotiations with a transfer of 42.67% of total equity interest in BPO ("EQUITY") by TVBI prospective lender acceptable to the PURCHASERBank in all respects (the “Investor”), for which in relation to a proposed loan facility to the consideration Borrower in the amount of $50,000,000 (the “Transaction”), and such loan facility: (i) shall be RMB 32,000,000 fully subordinated, both as to payments and as to security (RMB thirty-two million) ("EQUITY TRANSFER PRICE"if any), to be paid the facility and all amounts due by the Security Parties under this Agreement and the Security Documents, and to the TVBI subject Encumbrances created by the Security Documents; and (ii) shall have as its purpose to (inter alia) assist the Borrower to meet its prepayment obligations under this Agreement as required by this clause 8.4; and (iii) shall otherwise be on terms and conditions contained in this AGREEMENT and all respects acceptable to the SPIABank in its absolute discretion; and (b) an increase by no later than 1 August 2011, the documentation process in connection with the Transaction will have commenced by appointment of RMB 17,000,000 legal counsels by the Investor and the Borrower to commence with the drafting and negotiation of the loan and other finance and security documentation in connection with the Transaction, and the Borrower will have delivered to the Bank signed mandate letters with such legal counsels appointed by the Borrower and the Investor respectively, and confirmation letters from such legal counsels addressed to the Bank that they have started such drafting and negotiation process; and (RMB seventeen millionc) by no later than 1 August 2011 (but not before 29 June 2011), the Borrower shall have confirmed to the Bank in writing that the due diligence on the Borrower and the Group carried out by the Investor for the purposes of the Transaction is thus far progressing to the Investor’s satisfaction in all material respects and that the Borrower believes that, as at that time, it anticipates the Transaction will continue to progress on materially the same terms as referred to in paragraph (a) above); and (d) by no later than 29 August 2011: (i) the Investor will have carried out and completed the due diligence on the Borrower and the Group for the purposes of the Transaction, and will have confirmed to the Borrower and the Bank directly, that such due diligence is complete and that it is satisfied with the findings of such due diligence and that, subject to documentation, it expects the Transaction to complete as planned on materially the same terms as referred to in paragraph (a) above and by no later than 5 September 2011; and (ii) the Borrower will have procured that the final and conclusive documentation for the Transaction (including a facility agreement and security documents) has been duly executed by the Borrower and any other members of the Group as required by the Transaction terms and the Investor, and that the Transaction, all its terms and the above documentation is in all respects satisfactory to the Bank; and (iii) the Borrower will have procured that, at the cost and expense of the Borrower, a subordination and/or intercreditor agreement has been executed between the Bank, the Investor and the Security Parties setting out the fully subordinated nature of the Transaction as set out in the registered capital above paragraphs of BPO ("INCREASED CAPITAL") subscribed by the PURCHASER upon the transfer of the EQUITY pursuant this clause 8.4, and such supplemental agreement to the SPIA, after which the PURCHASER will hold 51% equity interest in BPO. 2.2 The PARTIES hereby agree to enter into the TRANSACTION on the terms and conditions contained in this Agreement and the following documents("TRANSACTION DOCUMENTS"): (a) an agreement for equity transfer and capital increase ("SPIA") to be entered into by and among TVBI, SZCO, BPO Security Documents have been executed between the Bank and the PURCHASER in AGREED FORM as set out in Appendix 1 attached hereto, under which TVBI agrees to sell and the PURCHASER agrees to purchase the EQUITY, and in furtherance of the strategic partnership the PURCHASER agrees to subscribe for and make contribution of the newly increased capital pursuant to the SPIA, while TVBI, SZCO and BPO agree to the same; (b) an amended articles of association of BPO ("AMENDED AOA") in AGREED FORM as set out in Appendix 2 attached hereto; (c) other agreements, contracts or documents Security Parties in relation to the TRANSACTION contemplated above as the Bank may require, each in form and substance in all respects satisfactory to the Bank in its absolute discretion; and (e) by no later than 1 September 2011, the Borrower will have procured that a duly executed drawdown notice under the facility agreement for the Transaction has been submitted to the Investor with a copy to the Bank, for an amount which is not less than the amount of the Loan, which the Borrower is required to prepay under paragraph (f) below; and (f) by no later than 5 September 2011, the Borrower will have delivered to the Bank a final, irrevocable and conclusive schedule (accepted irrevocably by the above documents or this Agreement. 2.3 The PARTIES hereby agree that Investor in writing) of the TRANSACTION shall be proceeded as followsuse of loan proceeds of the Transaction (with a detailed breakdown of the amount of each of the Group’s loan balances and the proposed prepayment amounts per loan facility of the Group), and it will have prepaid to the Bank a part of the Loan equal to the aggregate of: (ai) Within twenty Sixteen million Dollars (20) BUSINESS DAYS after the execution of this AGREEMENT, the PURCHASER shall use its best efforts to increase its registered capital to RMB29,000,000, and deliver a copy of its latest business license and an original copy of its capital verification report for the SELLER's inspection;$16,000,000); and (bii) Within twenty (20) BUSINESS DAYS after if the VENDOR receives a copy aggregate amount of prepayments made out of the business license and loan proceeds of the Transaction to all senior secured lenders of the Group (including the Bank), exceeds Thirty five million Dollars ($35,000,000), also an original copy of its capital verification report delivered additional amount in Dollars equal to such excess multiplied by the PURCHASER indicating that the registered capital of the PURCHASER is RMB29,000,000Relevant Percentage, the VENDORS shall deliver the duplicate of the application documents required by the equity transfer hereunder and the documents evidencing the fulfilment of the CLOSING CONDITIONS PRECEDENT set out in Clause 1 of Schedule B for the PURCHASER's confirmation, and the PURCHASER shall complete reviewing (such documents within five amount to be prepaid under this paragraph (5) BUSINESS DAYS after receiving the documents, and issue a written transaction confirmation letter to the VENDORS after confirming that such documents are in compliance with the TRANSACTION DOCUMENTS. Within fifteen (15) BUSINESS DAYS after the issuance of the aforesaid written transaction confirmation letter, the PURCHASER shall make the initial payment of the EQUITY TRANSFER PRICE amounting to RMB 7,500,000 ("INITIAL PAYMENT") and the INCREASED CAPITAL amounting to RMB 17,000,000 into the BPO JOINT-CONTROL ACCOUNT within reasonably practical time, and execute the legal documents for the equity transfer and the capital increase. (c) Within twenty (20) BUSINESS DAYS after the INITIAL PAYMENT and the INCREASED CAPITAL have been made by the PURCHASER pursuant to Clause 2.3 (bf), the VENDORS shall officially submit the application for the equity transfer and capital increase with SAIC with the application documents in the same form as the documents duplicate delivered to the PURCHASER pursuant to Clause 2.3 (b). The VENDORS shall obtain the prior written consent of the PURCHASER if any amendment need to be made to the application documents. (d) Within three (3) BUSINESS DAYS after the new business license of BPO ("NEW BUSINESS LICENSE") is issued, the VENDORS shall provide the PURCHASER with the documents issued by SAIC evidencing that the registered capital of BPO has increased to RMB 117,000,000 and the PURCHASER has been registered as the owner of 51% equity interest of BPO. The PURCHASER shall complete reviewing the aforesaid documents within five (5) BUSINESS DAYS after receiving such documents, and issue the CLOSING NOTICE after confirming that (1) the equity transfer and the capital increase have been completed in accordance with the TRANSACTION DOCUMENTS, and (2) all of the CLOSING CONDITIONS PRECEDENT (as defined below) have been fulfilled or the PURCHASER has waived the CLOSING CONDITIONS PRECEDENT failing to be fulfilled pursuant to Clause 3.4. The VENDORS shall handle CLOSING (as defined below) together with the PURCHASER and deliver all the documents necessary for the operation of BPO within the schedule as designated in the CLOSING NOTICE ("CLOSING DATE"“Relevant Amount”).

The Transaction. 2.1 The PARTIES hereby agree 5.1 In the framework of the legal proceeding that will be conducted in connection with the TRANSACTION shall include Proposed Debt Arrangement, an arrangement administrator will be appointed, pursuant to Section 326 of the following transactions Insolvency Law, with the court’s approval (the “Arrangement Administrator”). 5.2 On the date of the signing of this Agreement, the Purchaser will deposit with Barnea Law Firm (the “Trustee”) collateral in the amount of NIS 200,000 (two hundred thousand New Israeli Shekels) (the “Purchaser’s Collateral”). 5.3 As part of the conditions of the Proposed Debt Arrangement and any other related matters as contemplated or required by in such a manner that will allow the TRANSACTION DOCUMENTS: (a) a transfer allocation of 42.67% of total equity interest in BPO ("EQUITY") by TVBI the Shares Allocated to the PURCHASER, for which the consideration shall be RMB 32,000,000 (RMB thirty-two million) ("EQUITY TRANSFER PRICE"), to be paid to the TVBI subject to the terms and conditions contained in this AGREEMENT and the SPIA; and (b) an increase of RMB 17,000,000 (RMB seventeen million) in the registered capital of BPO ("INCREASED CAPITAL") subscribed by the PURCHASER upon the transfer of the EQUITY pursuant to the SPIA, after which the PURCHASER will hold 51% equity interest in BPO. 2.2 The PARTIES hereby agree to enter into the TRANSACTION on the terms and conditions contained in this Agreement and the following documents("TRANSACTION DOCUMENTS"): (a) an agreement for equity transfer and capital increase ("SPIA") to be entered into by and among TVBI, SZCO, BPO and the PURCHASER in AGREED FORM as set out in Appendix 1 attached hereto, under which TVBI agrees to sell and the PURCHASER agrees to purchase the EQUITY, and in furtherance of the strategic partnership the PURCHASER agrees to subscribe for and make contribution of the newly increased capital pursuant to the SPIA, while TVBI, SZCO and BPO agree to the same; (b) an amended articles of association of BPO ("AMENDED AOA") in AGREED FORM as set out in Appendix 2 attached hereto; (c) other agreements, contracts or documents in relation to the TRANSACTION contemplated by the above documents or this Agreement. 2.3 The PARTIES hereby agree that the TRANSACTION shall be proceeded as follows: (a) Within twenty (20) BUSINESS DAYS after the execution of this AGREEMENT, the PURCHASER shall use its best efforts to increase its registered capital to RMB29,000,000, and deliver a copy of its latest business license and an original copy of its capital verification report for the SELLER's inspection; (b) Within twenty (20) BUSINESS DAYS after the VENDOR receives a copy of the business license and an original copy of its capital verification report delivered by the PURCHASER indicating that the registered capital of the PURCHASER is RMB29,000,000, the VENDORS shall deliver the duplicate of the application documents required by the equity transfer hereunder and the documents evidencing the fulfilment of the CLOSING CONDITIONS PRECEDENT set out in Clause 1 of Schedule B for the PURCHASER's confirmation, and the PURCHASER shall complete reviewing such documents within five (5) BUSINESS DAYS after receiving the documents, and issue a written transaction confirmation letter to the VENDORS after confirming that such documents are in compliance with the TRANSACTION DOCUMENTS. Within fifteen (15) BUSINESS DAYS after the issuance of the aforesaid written transaction confirmation letter, the PURCHASER shall make the initial payment of the EQUITY TRANSFER PRICE amounting to RMB 7,500,000 ("INITIAL PAYMENT") and the INCREASED CAPITAL amounting to RMB 17,000,000 into the BPO JOINT-CONTROL ACCOUNT within reasonably practical time, and execute the legal documents for the equity transfer and the capital increase. (c) Within twenty (20) BUSINESS DAYS after the INITIAL PAYMENT and the INCREASED CAPITAL have been made by the PURCHASER pursuant to Clause 2.3 (b), the VENDORS shall officially submit the application for the equity transfer and capital increase with SAIC with the application documents in the same form as the documents duplicate delivered to the PURCHASER pursuant to Clause 2.3 (b). The VENDORS shall obtain the prior written consent of the PURCHASER if any amendment need to be made to the application documents. (d) Within three (3) BUSINESS DAYS after the new business license of BPO ("NEW BUSINESS LICENSE") is issued, the VENDORS shall provide the PURCHASER with the documents issued by SAIC evidencing that the registered capital of BPO has increased to RMB 117,000,000 and the PURCHASER has been registered as the owner of 51% equity interest of BPO. The PURCHASER shall complete reviewing the aforesaid documents within five (5) BUSINESS DAYS after receiving such documents, and issue the CLOSING NOTICE after confirming that (1) the equity transfer and the capital increase have been completed in accordance with the TRANSACTION DOCUMENTS, and (2) all of the CLOSING CONDITIONS PRECEDENT Purchaser (as defined below) have been fulfilled or in consideration of the PURCHASER has waived Allocation Amount, the CLOSING CONDITIONS PRECEDENT failing court will be requested to approve the cancellation of the par value of the shares of Public Ability; the performance of the consolidation of capital into shares of Public Ability in such ratio as will be fulfilled requested by the Purchaser and as will be coordinated with the Stock Exchange, so as to comply with the provisions of its Articles and the directives pursuant thereto; and the increase of Public Ability’s registered capital to Clause 3.410,000,000,000, shares without par value. The VENDORS Accordingly, the court will be requested to approve the amendment to the Public Ability’s Articles. 5.4 Insofar as practicable, the parties will act so that the Trustee will be appointed as the Arrangement Administrator. 5.5 On the Completion Date, against the allocation of the shares of Payment Ability to the Purchaser, in such amount that will constitute, after the allocation thereof, approximately 74.99% of Public Ability’s issued and paid-up share capital (the “Shares Allocated to the Purchaser”), the Purchaser shall handle CLOSING transfer to the Arrangement Administrator the Allocation Amount, net of the Purchaser’s Collateral, and the Trustee will transfer the Purchaser’s Collateral to the Arrangement Administrator, and, also, the Purchaser will grant the PUT Option (as defined below) ), with the aim that these will serve the Arrangement Companies, together with the PURCHASER and deliver all balance of the documents necessary amount of the Arrangement, for the operation purpose of BPO within paying their liabilities pursuant to the schedule Debt Arrangement. 5.6 On the Completion Date, as designated part of the Debt Arrangement, Payment Ability will allocate to the creditors (the “Offered Creditors”) shares of Payment Ability, in such number as will constitute, after the allocation thereof, approximately 20.01% of Public Ability’s issued and paid-up share capital (the “Shares Allocated to the Creditors”). 5.7 On the Completion Date, as part of the Debt Arrangement, the Purchaser will grant a PUT Option to the Offered Creditors, pursuant to which the Offered Creditors will be entitled to require the Purchaser to purchase from them the Shares Allocated to the Creditors, during the period commencing on the date on which 12 months shall have elapsed from the Completion Date and ending on the date on which 13 months shall have elapsed from the Completion Date (the “Option Exercise Period”), in consideration of the total amount of NIS 7,000,000 (seven million New Israeli Shekels) (the “PUT Option”). The consideration of the PUT Option in respect of each share that was allocated to the Offered Creditors shall be paid by the Purchaser to the Offered Creditors who wish to exercise the option, by and not later than 30 days after the expiration of the Option Exercise Period, and it shall be calculated in the CLOSING NOTICE following manner: 7,000,000 divided by the total number of the Shares Allocated to the Creditors. For the sake of example, if the total number of the Shares Allocated to the Creditors is 8,000,000 shares, then the consideration of the PUT Option in respect of each share that was allocated to the Offered Creditors will be NIS 0.875. The PUT Option will apply solely with respect to the Shares Allocated to the Creditors that will be held by the Arrangement Administrator during the Option Exercise Period. To that end, all of the Shares Allocated to the Creditors will be deposited with the Arrangement Administrator, until the expiration of 14 months from the Completion Date ("CLOSING DATE"or a longer period, insofar as required by the Israel Securities Authority). Notwithstanding the foregoing, the Offered Creditors shall be entitled to request that the Arrangement Administrator transfer to them the Shares Allocated to the Creditors or sell said shares for them, prior to the expiration of the Option Exercise Period, and subject to the restriction provisions that will apply to the shares, if any; however, in such an event, the Offered Creditors will not be entitled to exercise the PUT Option with respect to those shares that were transferred to them from the Arrangement Administrator or that were sold by him at their request, as aforesaid. For the purpose of securing payment of the exercise of the PUT Option, the Purchaser will deposit with the Arrangement Administrator, in trust, tradable shares of a public company/public companies, whose market value will be in an amount that will be not less than NIS 7,000,000 (seven million New Israeli Shekels) (the “Collateral Shares”). The value of the Collateral Shares will be examined by the Arrangement Administrator every 60 days, and the Purchaser undertakes to deposit additional Collateral Shares, or he will be entitled to demand that the Arrangement Administrator transfer to him part of the Collateral Shares, as the case may be, in accordance with the market value of the Collateral Shares on any examination date. In addition, the value of the Collateral Shares will be adjusted in the event of the transfer of shares from the Arrangement Administrator to any of the Offered Creditors or the sale thereof at the request of any of the Offered Creditors, as aforesaid. In the event of a breach of the Purchaser’s undertaking to pay for the exercise of the PUT Option, the Arrangement Administrator will be entitled to sell the Collateral Shares, in whole or in part, as the case may be, in order to cover the payment of the PUT Option vis-à-vis the Offered Creditors who sought to exercise it during the exercise period of the PUT Option. Should the exercise of the Collateral Shares not be required, the Arrangement Administrator will return the Collateral Shares to the Purchaser at the expiration of 45 days after the expiration of the Option Exercise Period. 5.8 On the Completion Date, as part of the Debt Arrangement, the ownership of the Subsidiaries shall be transferred, in its entirety (100%), to ▇▇▇▇▇▇▇ and ▇▇▇▇ (through companies controlled by them, and in equal shares), and, in the framework of the Judgment to Approve the Debt Arrangement, ▇▇▇▇▇▇▇, Alex and the Subsidiaries will undertake to absolutely waive all of their rights, their claims, rights of action and their demands of any kind or nature, against Public Ability and any entity on its behalf, including the Purchaser; and Public Ability and the Purchaser will undertake to absolutely waive all of their rights, their claims, rights of action and their demands of any kind or nature, against Anatoly, Alex, the Subsidiaries, their shareholders and any entity on their behalf. 5.9 On the Completion Date, Public Ability will be a public company without operations (a publicly traded shell corporation), free of any debt, lien, claim, offsetting right, charge or any third party right whatsoever, including any undertaking to perform or grant any of the foregoing, and with the exception of the Matters Outside the Arrangement and the undertakings pursuant to this Agreement. 5.10 All of Public Ability’s rights of any kind or nature whatsoever, prior to the Completion Date, including rights and/or causes of action, financial obligations of third parties to Public Ability, including debtors’ obligations, customers’ checks (if any), financial deposits with banks and/or with customers and Public Ability’s rights in respect of legal proceedings against third parties that were initiated prior to the Completion Date and/or whose cause of action accrued prior to the Completion Date, will not constitute part of Public Ability, and they will be transferred to the Debt Arrangement Fund. 5.11 All of the funds that the Arrangement Companies will have as of the Completion Date will be transferred to the Arrangement Fund on the Completion Date, and together with all of the payments that will be made to the Arrangement Administrator by the Purchaser, they will be used by the Arrangement Fund for the purpose of the distribution of a dividend to the creditors. 5.12 The Shares Allocated to the Purchaser and the Shares Allocated to the Creditors (hereinafter, collectively: the “Arrangement Shares”) will be allocated, being free and clear of any lien, pledge, attachment, demand, claim, debt or any other third party right. 5.13 The Arrangement Shares shall confer on the holders thereof any right arising from and/or pertaining to the ownership of Public Ability including, inter alia, the right to participate in and vote at the general meetings of Public Ability, whether ordinary or special meetings, the right to participate in the distribution of dividends, bonus shares, rights, and so on and so forth, and also rights in the distribution of the surplus assets of Public Ability at the time of the dissolution thereof, and all as set forth in Public Ability’s Articles of Association and subject to the provisions of any law. 5.14 On the Completion Date, all of the directors serving at Public Ability shall retire from the board of directors of the company, with the exception of the outside directors, and in their place, three directors will be appointed, whose details and whose declarations as required by law will be transferred from the Purchaser to Public Ability by March 13, 2022. The letter of retirement will include a declaration whereby the retiring directors will have no claim and/or demand and/or lawsuit against the Arrangement Companies and/or the Purchaser. When signing this agreement, ▇▇▇▇▇▇ undertakes that upon completion of the transaction, subject of this agreement, will not have any claim and/or demand and/or lawsuit against all of the serving directors, which cause until and including the Completion Date. 5.15 On the Completion Date, the Purchaser will provide to Public Ability a loan in an amount of up to NIS 1,000,000, for the purpose of the day-to-day operations of Public Ability immediately after the Completion Date (the “Operations Loan”). The Operations Loan will bear minimum annual interest in accordance with that set forth in the Income Tax Regulations pursuant to Section 3(i) of the Income Tax Ordinance [New Version), 5721-1961, and it will be repaid by Public Ability, together with the interest accrued thereon, in the following manner, at the Purchaser’s option: (a) out of the fundraising rounds that will be conducted by Public Ability, at a rate of up to 50% of the amount of the fundraising in each round, and up to the full repayment of the total amount of the Operations Loan and the interest accrued in respect thereof; (b) the conversion of the Operations Loan, or the balance thereof, into shares of Public Ability by participation in fundraising rounds that will be conducted by Public Ability, while the Purchaser will receive a discount of 25% off the price of the share/the package in the framework of the said fundraising (Such as the SAFE Agreement mechanism). 5.16 The Purchaser undertakes to act to ensure that by and not later than the expiration of 18 (eighteen) months from the Completion Date (the “Final Date”), the Purchaser’s current operations will be merged into Public Ability, by way of a share swap (“Bringing in the New Operations”), and in such a manner that the expected value of Public Ability as a consequence of Bringing in the New Operations will not be less than NIS 100,000,000 (one hundred million New Israeli Shekels) (the “Minimum Value”). If: (a) the expected value pursuant to an appraisal that will be prepared (if any) for the purpose of Bringing in the New Operations, together with Public Ability’s value pursuant to the share ratio that will be determined in the transaction for Bringing in the New Operations; and also (b) the market value of the shares of Public Ability during 30 days out of the 60 days after the completion of the transaction for Bringing in the New Operations – is less than the Minimum Value or if the transaction for Bringing in the New Operations is not completed by the Final Date, the Purchaser shall compensate the rest of the shareholders of Public Ability in such a manner that shares will be allocated to all of the rest of the shareholders, as aforesaid, at a rate of 1% of every NIS 10,000,000 (ten million New Israeli Shekels) that is less than the Minimum Value. For this purpose – “the rest of the shareholders of Public Ability” are all of the shareholders, with the exception of the Purchaser and any entity on his behalf, and also, with the exception of anyone who will receive shares of Public Ability in the framework of the transaction for Bringing in the New Operations; in the event that the transaction for Bringing in the New Operations is not completed by the Final Date, the rate of the compensation to the rest of the shareholders of Public Ability will be 10%; insofar as necessary, the granting of compensation will be completed by and not later than at the expiration of six months from the Final Date; insofar as necessary, the manner of granting the compensation will be coordinated with the Israel Securities Authority and the Purchaser is aware that Public Ability may be required to publish a prospectus for the purpose of granting said compensation. If, as a consequence of the completion of the Debt Arrangement, the shares of Public Ability cease to be traded on the Stock Exchange’s main list, the Purchaser undertakes to act to ensure that by and not later than the date for the completion of Bringing in the New Operations or as a result of the completion of bringing Bringing the New Operations, the shares of Public Ability will resume trading on the Stock Exchange’s main list.

The Transaction. 2.1 The PARTIES hereby agree that the TRANSACTION shall include the following transactions and any other related matters as contemplated or required by the TRANSACTION DOCUMENTS: (a) a transfer of 42.67% of total equity interest in BPO ("EQUITY") by TVBI to the PURCHASER, for which the consideration shall be RMB 32,000,000 (RMB thirty-two million) ("EQUITY TRANSFER PRICE"), to be paid to the TVBI subject Subject to the terms and conditions contained in this AGREEMENT herein contained, the Company proposes to issue and sell to the SPIA; and (b) an increase of RMB 17,000,000 (RMB seventeen million) in Initial Purchasers, severally and not jointly, the registered capital of BPO ("INCREASED CAPITAL") subscribed by Firm Notes which are convertible into the PURCHASER upon the transfer common stock, $0.00001 par value per share, of the EQUITY Company (the “Common Stock”). In addition, the Company proposes to grant to the Initial Purchasers an option to purchase up to an additional $15,000,000 principal amount of Notes from the Company (the “Option Notes”) pursuant to the SPIAterms hereof. The Firm Notes and the Option Notes are collectively referred to herein as the “Notes.” The Notes are to be issued under an Indenture between the Company and The Bank of New York, after which as trustee (the PURCHASER will hold 51% equity interest in BPO. 2.2 “Trustee”) (the “Indenture”). The PARTIES hereby agree amount of the Notes to enter into be purchased by each of the TRANSACTION several Initial Purchasers are set forth opposite their names on Schedule I hereto. In connection with the sale of the Notes, the Company has prepared a preliminary offering memorandum, dated May 14, 2008 (the “Preliminary Offering Memorandum”), and has prepared a final offering memorandum, dated the date hereof (the “Offering Memorandum”), each setting forth information regarding the Company, the subsidiaries listed on Schedule II hereto (the “Subsidiaries”), the Notes, the terms and conditions contained in this Agreement of the Offering and the following documents("TRANSACTION DOCUMENTS"): (a) an agreement for equity transfer and capital increase ("SPIA") to be entered into by and among TVBI, SZCO, BPO and the PURCHASER in AGREED FORM as set out in Appendix 1 attached hereto, under which TVBI agrees to sell and the PURCHASER agrees to purchase the EQUITY, and in furtherance of the strategic partnership the PURCHASER agrees to subscribe for and make contribution of the newly increased capital pursuant to the SPIA, while TVBI, SZCO and BPO agree to the same; (b) an amended articles of association of BPO ("AMENDED AOA") in AGREED FORM as set out in Appendix 2 attached hereto; (c) other agreements, contracts or documents in relation to the TRANSACTION transactions contemplated by the above documents Transaction Documents (as defined below), and any material developments relating to the Company occurring after the date of the most recent financial statements included therein. Any references herein to the Preliminary Offering Memorandum or this Agreement. 2.3 The PARTIES hereby agree that the TRANSACTION Offering Memorandum shall be proceeded as follows: (a) Within twenty (20) BUSINESS DAYS after deemed to include, in each case, all amendments and supplements thereto and any information and/or documents incorporated by reference therein. The Company hereby confirms that it has authorized the execution of this AGREEMENT, the PURCHASER shall use its best efforts to increase its registered capital to RMB29,000,000, and deliver a copy of its latest business license and an original copy of its capital verification report for the SELLER's inspection; (b) Within twenty (20) BUSINESS DAYS after the VENDOR receives a copy of the business license and an original copy of its capital verification report delivered by the PURCHASER indicating that the registered capital of the PURCHASER is RMB29,000,000, the VENDORS shall deliver the duplicate of the application documents required by the equity transfer hereunder and the documents evidencing the fulfilment of the CLOSING CONDITIONS PRECEDENT set out in Clause 1 of Schedule B for the PURCHASER's confirmation, and the PURCHASER shall complete reviewing such documents within five (5) BUSINESS DAYS after receiving the documents, and issue a written transaction confirmation letter to the VENDORS after confirming that such documents are in compliance with the TRANSACTION DOCUMENTS. Within fifteen (15) BUSINESS DAYS after the issuance of the aforesaid written transaction confirmation letter, the PURCHASER shall make the initial payment of the EQUITY TRANSFER PRICE amounting to RMB 7,500,000 ("INITIAL PAYMENT") and the INCREASED CAPITAL amounting to RMB 17,000,000 into the BPO JOINT-CONTROL ACCOUNT within reasonably practical time, and execute the legal documents for the equity transfer and the capital increase. (c) Within twenty (20) BUSINESS DAYS after the INITIAL PAYMENT and the INCREASED CAPITAL have been made by the PURCHASER pursuant to Clause 2.3 (b), the VENDORS shall officially submit the application for the equity transfer and capital increase with SAIC with the application documents in the same form as the documents duplicate delivered to the PURCHASER pursuant to Clause 2.3 (b). The VENDORS shall obtain the prior written consent of the PURCHASER if any amendment need to be made to the application documents. (d) Within three (3) BUSINESS DAYS after the new business license of BPO ("NEW BUSINESS LICENSE") is issued, the VENDORS shall provide the PURCHASER with the documents issued by SAIC evidencing that the registered capital of BPO has increased to RMB 117,000,000 and the PURCHASER has been registered as the owner of 51% equity interest of BPO. The PURCHASER shall complete reviewing the aforesaid documents within five (5) BUSINESS DAYS after receiving such documents, and issue the CLOSING NOTICE after confirming that (1) the equity transfer and the capital increase have been completed in accordance with the TRANSACTION DOCUMENTS, and (2) all of the CLOSING CONDITIONS PRECEDENT Disclosure Package (as defined below) have been fulfilled or and the PURCHASER has waived the CLOSING CONDITIONS PRECEDENT failing to be fulfilled pursuant to Clause 3.4. The VENDORS shall handle CLOSING (as defined below) together Offering Memorandum in connection with the PURCHASER offering and deliver all resale of the documents necessary for Notes by the operation of BPO within the schedule as designated in the CLOSING NOTICE ("CLOSING DATE")Initial Purchasers.

The Transaction. 2.1 The PARTIES hereby agree that the TRANSACTION shall include the following transactions and any other related matters as contemplated or required by the TRANSACTION DOCUMENTS: (a) a transfer of 42.67% of total equity interest in BPO ("EQUITY") by TVBI to the PURCHASER, for which the consideration shall be RMB 32,000,000 (RMB thirty-two million) ("EQUITY TRANSFER PRICE"), to be paid to the TVBI subject Subject to the terms and conditions contained in this AGREEMENT herein contained, the Company agrees that it shall: (a) Issue and sell to the SPIAPurchasers 933,333 shares (the “Securities”) of the Company's common stock, par value $0.001 per share (the "Common Stock"); and and (b) an increase Amend the Certificate of RMB 17,000,000 (RMB seventeen million) in Designation of Preferences and Rights of Series A Convertible Preferred Stock as currently on file with the registered capital Secretary of BPO ("INCREASED CAPITAL") subscribed by the PURCHASER upon the transfer State of the EQUITY pursuant to State of Nevada (the SPIA, after which the PURCHASER will hold 51% equity interest in BPO. 2.2 The PARTIES hereby agree to enter into the TRANSACTION on the terms and conditions contained in this Agreement and the following documents("TRANSACTION DOCUMENTS"): (a) an agreement for equity transfer and capital increase ("SPIASeries A Certificate of Designation") to be entered into by and among TVBI, SZCO, BPO and reduce the PURCHASER Conversion Price (as defined in AGREED FORM as set out in Appendix 1 attached hereto, under which TVBI agrees the Series A Certificate of Designation) from $3.75 to sell and the PURCHASER agrees to purchase the EQUITY, and in furtherance $0.75 per share. The form of the strategic partnership the PURCHASER agrees to subscribe for and make contribution amendment of the newly increased capital pursuant to Series A Certificate of Designation is attached hereto as Exhibit A. The 3,333,333 shares of its Series A Convertible Preferred Stock (the SPIA, while TVBI, SZCO and BPO agree to the same; (b) an amended articles of association of BPO ("AMENDED AOASeries A Stock") in AGREED FORM as set out in Appendix 2 attached hereto; shall continue to be convertible into shares (cthe "Conversion Shares") other agreements, contracts or documents in relation to the TRANSACTION contemplated by the above documents or this Agreement. 2.3 The PARTIES hereby agree that the TRANSACTION shall be proceeded as follows: (a) Within twenty (20) BUSINESS DAYS after the execution of this AGREEMENT, the PURCHASER shall use its best efforts to increase its registered capital to RMB29,000,000, and deliver a copy of its latest business license and an original copy of its capital verification report for the SELLER's inspection; (b) Within twenty (20) BUSINESS DAYS after the VENDOR receives a copy of the business license and an original copy of its capital verification report delivered by the PURCHASER indicating that the registered capital of the PURCHASER is RMB29,000,000, the VENDORS shall deliver the duplicate of the application documents required by the equity transfer hereunder and the documents evidencing the fulfilment of the CLOSING CONDITIONS PRECEDENT set out in Clause 1 of Schedule B for the PURCHASER's confirmation, and the PURCHASER shall complete reviewing such documents within five (5) BUSINESS DAYS after receiving the documents, and issue a written transaction confirmation letter to the VENDORS after confirming that such documents are in compliance with the TRANSACTION DOCUMENTS. Within fifteen (15) BUSINESS DAYS after the issuance of the aforesaid written transaction confirmation letter, the PURCHASER shall make the initial payment of the EQUITY TRANSFER PRICE amounting to RMB 7,500,000 ("INITIAL PAYMENT") and the INCREASED CAPITAL amounting to RMB 17,000,000 into the BPO JOINT-CONTROL ACCOUNT within reasonably practical time, and execute the legal documents for the equity transfer and the capital increase. (c) Within twenty (20) BUSINESS DAYS after the INITIAL PAYMENT and the INCREASED CAPITAL have been made by the PURCHASER pursuant to Clause 2.3 (b), the VENDORS shall officially submit the application for the equity transfer and capital increase with SAIC with the application documents in the same form as the documents duplicate delivered to the PURCHASER pursuant to Clause 2.3 (b). The VENDORS shall obtain the prior written consent of the PURCHASER if any amendment need to be made to the application documents. (d) Within three (3) BUSINESS DAYS after the new business license of BPO ("NEW BUSINESS LICENSE") is issued, the VENDORS shall provide the PURCHASER with the documents issued by SAIC evidencing that the registered capital of BPO has increased to RMB 117,000,000 and the PURCHASER has been registered as the owner of 51% equity interest of BPO. The PURCHASER shall complete reviewing the aforesaid documents within five (5) BUSINESS DAYS after receiving such documents, and issue the CLOSING NOTICE after confirming that (1) the equity transfer and the capital increase have been completed Common Stock in accordance with the TRANSACTION DOCUMENTSformula set forth in the Series A Certificate of Designation. The number of Conversion Shares that any Purchaser may acquire at any time are subject to limitation in the Series A Certificate of Designation so that the aggregate number of shares of Common Stock of which such Purchaser and all persons affiliated with such Purchaser have beneficial ownership (calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended) does not at any time exceed 9.99% of the Company's then outstanding Common Stock. This Agreement, the amendment to the Series A Certificate of Designation, and the Registration Rights Agreement by and among the Company and the Purchasers, entered into concurrently herewith and attached hereto as Exhibit B, are sometimes herein collectively referred to as the "Transaction Documents." The Securities will be offered and sold to the Purchasers without such offers and sales being registered under the Securities Act of 1933, as amended (2) all of the CLOSING CONDITIONS PRECEDENT (as defined below) have been fulfilled or the PURCHASER has waived the CLOSING CONDITIONS PRECEDENT failing to be fulfilled pursuant to Clause 3.4. The VENDORS shall handle CLOSING (as defined below) together with the PURCHASER rules and deliver regulations of the Securities and Exchange Commission (the "SEC") promulgated thereunder, the "Securities Act"), in reliance on exemptions therefrom. In connection with the sale of the Securities, the Company has made available (including electronically via the SEC's ▇▇▇▇▇ system) to Purchasers the Company's periodic and current reports, forms, schedules, proxy statements and other documents (including exhibits and all other information incorporated by reference) filed with the documents necessary SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Company's Annual Report on Form 10-KSB for the operation of BPO within fiscal year ended December 31, 2005, and all subsequent reports, forms, schedules, statements, documents, filings and amendments filed by the schedule Company with the SEC under the Exchange Act, are collectively referred to as designated the "Disclosure Documents." All references in this Agreement to financial statements and schedules and other information which is "contained," "included" or "stated" in the CLOSING NOTICE Disclosure Documents ("CLOSING DATE")or other references of like import) shall be deemed to mean and include all such financial statements and schedules, documents, exhibits and other information which is incorporated by reference in the Disclosure Documents.

The Transaction. 2.1 4.1 The PARTIES hereby agree Investor shall provide the Company on the closing date with _________ NIS (in words: ___________ thousand NIS) ("the Loan"). The Investor is aware that the TRANSACTION Company is recruiting loans at the same time from other lenders on conditions identical in economic-business terms to the conditions specified herein to the tune of 3 million NIS. In the event that by the repayment or conversion of the Loan into shares the Company shall include recruit funds on conditions which are better for the financing body than the ones contained herein, the conditions of the Investor shall be made equivalent to the conditions of the new financing entity. 4.2 On the closing date of the Metamorphix Transaction the Loan shall be converted into _________ Ordinary Shares of the Company based on a corporate value of 20 million NIS (before the funds but following the Metamorphix Transaction). Should the Metamorphix Transaction be closed on terms different to those reported in the aforementioned report, the number of shares shall be adjusted by mutual consent between the parties. 4.3 Should the Metamorphix Transaction not be closed as aforesaid by December 31, 2011, the Loan shall remain available for one year commencing from the date hereof and shall bear annual interest of 8% linked to the index. The interest shall be paid in full together with the capital upon the termination of the loan period. The Loan shall become due immediately, prior to the expiry of the year upon the occurrence of one of the following transactions and any other related matters as contemplated or required by the TRANSACTION DOCUMENTS: events: (a) a transfer breach of 42.67% this Agreement has not been remedied within 30 days of total equity interest in BPO ("EQUITY") by TVBI a written announcement to the PURCHASER, for which the consideration shall be RMB 32,000,000 (RMB thirty-two million) ("EQUITY TRANSFER PRICE"), to be paid to the TVBI subject to the terms and conditions contained in this AGREEMENT and the SPIACompany; and (b) an increase of RMB 17,000,000 (RMB seventeen million) in the registered capital of BPO ("INCREASED CAPITAL") subscribed by the PURCHASER upon the transfer of the EQUITY pursuant Company has ceased to be a public company and/or has been transferred to the SPIA, after which the PURCHASER will hold 51% equity interest in BPO. 2.2 The PARTIES hereby agree to enter into the TRANSACTION on the terms and conditions contained in this Agreement and the following documents("TRANSACTION DOCUMENTS"): (a) an agreement for equity transfer and capital increase ("SPIA") to be entered into by and among TVBI, SZCO, BPO and the PURCHASER in AGREED FORM as set out in Appendix 1 attached hereto, under which TVBI agrees to sell and the PURCHASER agrees to purchase the EQUITY, and in furtherance of the strategic partnership the PURCHASER agrees to subscribe for and make contribution of the newly increased capital pursuant to the SPIA, while TVBI, SZCO and BPO agree to the same; (b) an amended articles of association of BPO ("AMENDED AOA") in AGREED FORM as set out in Appendix 2 attached hereto; reservation list; (c) other agreements, contracts or documents in relation to the TRANSACTION contemplated by the above documents or this Agreement. 2.3 The PARTIES hereby agree that the TRANSACTION attachments shall be proceeded as follows: (a) Within twenty (20) BUSINESS DAYS after imposed/liens realized against the execution of this AGREEMENT, the PURCHASER shall use its best efforts to increase its registered capital to RMB29,000,000, and deliver a copy of its latest business license and an original copy of its capital verification report for the SELLERCompany's inspection; (b) Within twenty (20) BUSINESS DAYS after the VENDOR receives a copy of the business license and an original copy of its capital verification report delivered by the PURCHASER indicating that the registered capital of the PURCHASER is RMB29,000,000, the VENDORS shall deliver the duplicate of the application documents required by the equity transfer hereunder and the documents evidencing the fulfilment of the CLOSING CONDITIONS PRECEDENT set out in Clause 1 of Schedule B for the PURCHASER's confirmation, and the PURCHASER shall complete reviewing such documents within five (5) BUSINESS DAYS after receiving the documents, and issue a written transaction confirmation letter to the VENDORS after confirming that such documents are in compliance with the TRANSACTION DOCUMENTS. Within fifteen (15) BUSINESS DAYS after the issuance of the aforesaid written transaction confirmation letter, the PURCHASER shall make the initial payment of the EQUITY TRANSFER PRICE amounting to RMB 7,500,000 ("INITIAL PAYMENT") and the INCREASED CAPITAL amounting to RMB 17,000,000 into the BPO JOINT-CONTROL ACCOUNT within reasonably practical time, and execute the legal documents for the equity transfer and the capital increase. (c) Within twenty (20) BUSINESS DAYS after the INITIAL PAYMENT and the INCREASED CAPITAL have been made by the PURCHASER pursuant to Clause 2.3 (b), the VENDORS shall officially submit the application for the equity transfer and capital increase with SAIC with the application documents in the same form as the documents duplicate delivered to the PURCHASER pursuant to Clause 2.3 (b). The VENDORS shall obtain the prior written consent of the PURCHASER if any amendment need to be made to the application documents. assets; (d) Within three (3) BUSINESS DAYS after liquidation/bankruptcy/creditor composition proceedings shall be commenced in connection with the new business license Company; provided that if within 60 days following the occurrence of BPO ("NEW BUSINESS LICENSE") is issuedone of the aforementioned events, such event shall have been removed or shall have ceased to apply, the VENDORS original repayment date shall provide the PURCHASER with the documents issued by SAIC evidencing that the registered capital of BPO has increased to RMB 117,000,000 and the PURCHASER has been registered as the owner of 51% equity interest of BPO. The PURCHASER shall complete reviewing the aforesaid documents within five (5) BUSINESS DAYS after receiving such documents, and issue the CLOSING NOTICE after confirming that (1) the equity transfer and the capital increase have been completed in accordance with the TRANSACTION DOCUMENTS, and (2) all of the CLOSING CONDITIONS PRECEDENT (as defined below) have been fulfilled or the PURCHASER has waived the CLOSING CONDITIONS PRECEDENT failing to be fulfilled pursuant to Clause 3.4. The VENDORS shall handle CLOSING (as defined below) together with the PURCHASER and deliver all the documents necessary for the operation of BPO within the schedule as designated in the CLOSING NOTICE ("CLOSING DATE")reinstated.