Dated 27 February 2006 THE PERSONS NAMED IN SCHEDULE 1, PARTS I & II HERETO AND KANDEL LIMITED AND INVESTEXX HOLDINGS LIMITED AND INVESTCORP TECHNOLOGY VENTURES II, L.P. AND INFONXX, INC. AGREEMENT FOR THE SALE AND PURCHASE OF THE ENTIRE ISSUED SHARE...

1.

THE PERSONS NAMED IN SCHEDULE 1, PART I HERETO (the “Vendors”);

2.

THE PERSONS NAMED IN SCHEDULE 1, PART II HERETO (the “Covenantors”);

3.

INVESTCORP TECHNOLOGY VENTURES II, L.P. a Cayman Islands corporation having its registered office at West Wind Building, PO Box 1111, Grand Cayman (“Investcorp”), and INFONXX, INC., a Delaware corporation having its registered office at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ (“InfoNXX”, together with Investcorp, the “Promoters”) in the course of promoting a company under the style of Investexx Holdings Limited;

4.

INVESTEXX HOLDINGS LIMITED, in the process of being incorporated as an Irish registered limited liability company (the “Purchaser”); and

5.

▇▇▇▇▇▇ LIMITED registered in Ireland under registration number 364249 and having its registered office at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ 3 (the “Company”).

A.

The legal and beneficial ownership of the Sale Shares is as set out in Schedule 1 Part I.

B.

The Promoters are in the course of incorporating the Purchaser.

C.

The Vendors have agreed to sell and the Purchaser has agreed to purchase all of the Sale Shares on the terms and subject to the conditions of this Agreement.

D.

The Company is party to this Agreement for the purpose of receiving the benefit of certain undertakings and representations from the Vendors in its favour. The Covenantors are parties to this Agreement for the purpose of giving certain covenants in favour of the Company and the Purchaser.

E.

The Sale Shares represent the entire Issued share capital of the Company.

F.

The Company is the legal and beneficial owner of the entire issued share capital of each of the Subsidiaries.

1

INTERPRETATION

1.1

In this Agreement:

(i)

the marketing of any products or services including, without limitation, customer names and lists and any other details of customers, sales targets, sales statistics, market share statistics, prices, pricing methods, discount practices, market research reports and surveys, and advertising or other promotional materials;

(ii)

future projects, business development or planning, commercial relationships and negotiations;

1.2

In this Agreement, a reference to:

1.2.1

the words “company”, “subsidiary”, “subsidiary undertaking” and “holding company” have the meanings given to them by the Companies Acts, 1963 to 2005;

1.2.2

a document in the “agreed form” is a reference to a document in a form approved and for the purposes of identification signed by or on behalf of the parties;

1.2.3

a statutory provision includes a reference to:

(a)

that statutory provision as amended, restated, consolidated, modified or re-enacted from time to time (whether before or after the date of this Agreement); and

(b)

any subordinate legislation made under the statutory provision (whether before or after the date of this Agreement);

1.2.4

a person includes a reference to any body corporate, unincorporated association or partnership;

1.2.5

a person includes a reference to that person’s legal personal representatives and successors;

1.2.6

a clause or schedule, unless the context otherwise requires, is a reference to a clause of or schedule to this Agreement; and

1.2.7

the masculine gender shall include the feminine and neutral and the singular shall include the plural and vice versa.

1.3

The headings in this Agreement shall not affect the interpretation of this Agreement.

1.4

Any statement, representation or warranty which is qualified by the expression “so far as the Vendors are aware” or “to the best of the knowledge, information or belief of the Vendors” or with any similar qualification shall be deemed to include a warranty given by the Vendors that they have made such statement, representation or warranty after due and careful enquiry.

1.5

Subject to Clause 6.2, in the event of there being any conflict or ambiguity between the provisions of this Agreement and the Disclosure Letter, the terms of this Agreement shall prevail.

1.6

Where any warranty, obligation, representation or agreement pursuant to this Agreement is given by or accepted by more than one person;

1.6.1

the Warranties contained in this Agreement on the part of such persons shall be construed and take effect as joint and several warranties and undertakings and the act or default of any one of them shall be deemed to be the act or default of each of them and reference to that person shall refer to each of those persons or any of them as the case may be; and

1.6.2

any other such representations, agreements and obligations contained in this Agreement (not being Warranties) on the part of such person shall be construed and take effect as individual representations, agreements and obligations and the act or default of any one person of them shall be deemed to be the act or default of that person only.

1.7

The parties have participated jointly in negotiating and drafting of this Agreement. In the event that an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favouring or disfavouring any party by virtue of the authorship of any of the provisions of this Agreement

1.8

The Promoters shall procure that the entry into of this Agreement (and all documents and agreements contemplated hereby) by the Promoters shall be ratified by the Purchaser after its incorporation in accordance with section 37 of the Companies ▇▇▇ ▇▇▇▇ and that all obligations and liabilities of the Promoters under this Agreement shall cease immediately following payment of the Consideration to the Vendors in accordance with the terms of this Agreement.

1.9

References in this Agreement to payment obligations of the Purchaser shall, until the payment of the Consideration to the Vendors in accordance with the terms of this Agreement, be deemed to refer to the Purchaser and the Promoters jointly and severally.

2

SALE AND PURCHASE

2.1

In accordance with and subject to the provisions of this Agreement, the Vendors hereby agree to sell as legal and beneficial owners (and where Sale Shares are held in trust for any of the Vendors the trustees of those Sale Shares have joined in this Agreement for the purpose of transferring to the Purchaser the entire legal and beneficial interest in all of the Sale Shares) and the Purchaser hereby agrees to purchase as and from the Completion Date the Sale Shares for the Consideration free from all Encumbrances together with all rights of any nature whatsoever on or after the Completion Date attaching or accruing to them.

2.2

Each Vendor hereby waives and shall procure that there will be waived before Completion, all rights of pre-emption and other restrictions on transfer over the Shares conferred on him or any other person under the Articles of Association of the Company or otherwise.

3

PURCHASE PRICE

3.1

The total price payable to the Vendors by the Purchaser for the Sale Shares shall be the Consideration.

3.2

At Completion:

3.2.1

the sum of €76,745,589 (being the Consideration less the Escrow Amount) shall be paid to the Vendors’ Solicitors whose receipt shall be sufficient evidence of payment and the Purchaser shall not be concerned as to the distribution of such monies between the Vendors; and

3.2.2

the Escrow Amount shall be paid into the Escrow Account, to be held on deposit for a period of eighteen months from the Completion Date and used in accordance

4

CONDITIONS

4.1

Completion is subject to and conditional upon there being no:

4.1.1

temporary restraining order or preliminary or permanent injunction, judgment, order or decree of any court or governmental or regulatory authority or competent jurisdiction prohibiting the sale and purchase of the Sale Shares (other than any competition or anti-trust regulatory authority); and

4.1.2

suit, action or proceeding (other than any suit, action or proceeding by any competition or anti-trust regulatory authority) being pending before or by any court or governmental or regulatory authority seeking to restrain or prohibit the sale and purchase of the Sale Shares, on or before the date set for Completion in clause 5.1, provided however that clauses 4.1.1 and 4.1.2 shall not apply to any injunction, decree, judgment, order or decree pursuant to clause 4.1.1 and/or any suit, action or proceeding pursuant to clause 4.1.2 which is taken by, on behalf of or in conjunction with the Purchaser, the Promoters (or either of them) or any person associated or connected with or controlled by any of them (the matters referred to in clauses 4.1.1 and 4.1.2 are hereinafter in this clause 4 collectively referred to a “Third Party Action”).

4.2

In the event that a Third Party Action occurs on or before the date set for Completion in clause 5.1, then, subject only to clause 4.3, the Promoters, the Purchaser and the Vendors shall:

4.2.1

challenge, defend, resist, lift, waive, settle and/or compromise (as appropriate) the Third Party Action; and

4.2.2

co-operate with each other in taking the action referred to in clause 4.2.1.

4.3

In the event a Third Party Action occurs on or before the date set for Completion in clause 5.1 and the Promoters, the Purchaser, and a majority (having regard to the number of voting shares held by them) of the Vendors are of the opinion that the Third Party Action is unlikely to be successfully defended, resisted, lifted, waived, settled and/or compromised (as appropriate) the Promoters, Purchaser and the Vendors undertake one with the other that they shall each use their best endeavours to, and shall negotiate in good faith so as to realise an alternative means of consummating the sale and purchase contemplated by this Agreement.

4.4

If a Third Party Action has occurred and has not been successfully challenged, defended, resisted, lifted, waived, settled and/or compromised (as appropriate) on or prior to the

4.5

If the date for Completion is postponed in accordance with clause 4.4 then the provisions of this Agreement shall apply to the date to which Completion is so postponed provided however that if Completion has not occurred on or before the date which is 120 Business Days from the initial date set for Completion, this Agreement shall automatically terminate and cease to have effect except that such termination shall not affect the accrued rights and entitlements of the Vendors under this Agreement at the date of termination and provided that the Purchaser shall have no entitlement to pursue the Vendors under the Warranties, the Tax Deed, for breach of Schedule 9 or otherwise (other than rights pursuant to clauses 7 (confidentiality), 10 (costs) and 17 (governing law)).

4.6

Completion is also subject to receipt by the Purchaser, prior to the Completion Date of consents to the change of control of the Company contemplated by this Agreement from Orange UK (in respect of an agreement with the Group dated 14 July 2003 (as amended)), Bord Gais (in respect of an agreement with the Group effective as of 1 January 2003 (as amended)), Vodafone (in respect of two agreements with the Group dated 11 April 2003 and July 2005 (as amended)) and the Welsh Development Authority (in respect of an agreement with the Group dated February 2003).

4.7

Completion is also subject to:

4.7.1

each of the beneficial owners of the Sale Shares (with the exception of those shareholders set out in Schedule 1, Part III (the “Untraced Shareholders”) having agreed in writing to the sale of their Sale Shares in accordance with the provisions of this Agreement; and

4.7.2

the Articles of Association of the Company having been amended by the Vendors in a form acceptable to the Purchaser acting reasonably so as permit the Purchaser to compulsorily acquire the Sale Shares held by the Untraced Shareholders.

4.8

Pending Completion the Vendors covenant in the terms set out in Schedule 9 provided however that any action which is required to be taken in order to effect the transactions contemplated by this Agreement or which is taken in relation to any necessary notification to the Authority shall be deemed not to be a breach of Schedule 9.

4.9

The Purchaser:

4.9.1

agrees to submit to any relevant authority (including, without limitation, the Irish Competition Authority) (the “Authority”) within 5 Business Days of the date hereof any notification required by law (including a notification pursuant to section 18 of the Irish Competition Act 2002) in the agreed form;

4.9.2

shall ensure that any further communication with the Authority shall only be made by the Purchaser after consultation with the Vendors’ Representative and

4.9.3

undertakes with the Vendors to comply with the reasonable requirements imposed by the Authority, if any, of the Authority (including any reasonable conditions specified by the Authority) in respect of the matters envisaged by this Agreement,

4.9.4

to the extent any condition (including, without limitation, any divestment condition) is imposed by the Authority, they will proceed, to the maximum permissible extent, with the sale and purchase contemplated by this Agreement (provided that any such condition would not be material in value terms in the context of the Group as a whole),

4.10

The Purchaser expressly acknowledges and agrees that in the event any Authority does not approve the sale and purchase of the Sale Shares pursuant to applicable laws and as a result the Purchaser fails to make payment in accordance with Clause 5.5.1 on Completion, the Vendors may pursue the Purchaser and/or the Promoters for breach of this Agreement.

5

COMPLETION

5.1

Completion shall take place at the office of the Vendors’ Solicitors on the Completion Date.

5.2

At Completion the Vendors shall each deliver to the Purchaser duly executed transfers of the Sale Shares accompanied by the relevant original share certificates (if not already in the possession of the Purchaser) or an appropriate indemnification in the customary form in respect of any lost certificates together with such other deeds and documents as may be necessary to transfer to the Purchaser or as it may direct the legal and beneficial ownership of the shares free from all liens, charges or Encumbrances of every description.

5.3

At Completion the Vendors shall deliver or procure to be delivered to the Purchaser those items set out in Schedule 3;

5.4

At Completion the Vendors shall procure that the Directors of each Group Company shall convene and hold a meeting of the board of directors of each Group Company at which the Directors shall:

5.4.1

in the case of the Company, vote in favour of the registration of the Purchaser and/or its nominee(s) as member(s) of the Company in respect of the Sale Shares (subject only to the production of duly stamped transfers);

5.4.2

revoke all existing mandates for the operation of bank accounts and issue new mandates giving authority to persons nominated by the Purchaser;

5.4.3

change the registered office of each Irish registered Group Company to and change the registered offices, corporate seats or principal places of business of all non-Irish registered Group Companies to such addresses as the Purchaser may direct;

5.4.4

appoint such person or persons as the Purchaser may nominate as directors with immediate effect and approve the resignations of such persons as directors and secretary as may be required by the Purchaser; and

5.4.5

if the Purchaser so requests, appoint such firm as the Purchaser may nominate as auditors with immediate effect and approve the resignation of Deloitte & Touche as auditors.

5.5

At Completion the Purchaser shall:

5.5.1

pay to the Vendors’ Solicitors in immediately available funds the sum of €76,745,589 (being the Consideration less the Escrow Amount), and the receipt of the Vendors’ Solicitors shall be a sufficient discharge to the Purchaser in respect of such payment;

5.5.2

pay the Escrow Amount into the Escrow Account.

5.6

Upon the signing of this Agreement, the parties hereto shall enter into the Tax Deed, the Escrow Agreement and the Disclosure Letter.

5.7

The Purchaser shall not be obliged to complete this Agreement unless the Vendors comply fully with all their obligations under this Clause 5.

5.8

The Vendors shall not be obliged to complete this Agreement unless the Purchaser complies fully with its obligations under this Clause 5.

6

WARRANTIES

6.1

In consideration of the Purchaser agreeing to enter into this Agreement, the Vendors, jointly and severally warrant and undertake to the Purchaser that subject only to such matters as Disclosed each of the Warranties is true and accurate in all respects on the date of this Agreement and the Vendors agree and acknowledge that subject only to such matters as Disclosed the Purchaser is entering into this Agreement in reliance on the Warranties. In the event of a Breach, then, subject to the provisions of this Agreement and without restricting the rights of the Purchaser to claim damages on any other basis available to it, the Vendors shall, at the Purchaser’s option, either:

6.1.1

pay to the Purchaser an amount equal to the amount by which the value of the Sale Shares is less than it would have been if such Breach had not occurred; or

6.1.2

pay to the Purchaser an amount required to remedy in full the matter giving rise to the Breach

6.2

The Warranties shall be qualified only by reference to those matters Disclosed. The parties agree and acknowledge that (i) a document which is attached to or contained in the Disclosure Letter and (ii) any statement contained in the body of the Disclosure Letter and which in each case is specifically Disclosed against one warranty shall be deemed to qualify each other Warranty.

6.3

Each of the Warranties shall be separate and independent and, save as set out in this Clause 6, shall not be limited by reference to any other paragraph or sub-paragraph or anything in this Agreement or the Tax Deed.

6.4

Each of the Vendors undertakes to the Purchaser that upon it becoming aware of the actual, impending or threatened occurrence of any event after Completion, which might reasonably be expected to cause or constitute a Breach he will immediately give written notice thereof to the Purchaser together with reasonable details of the relevant event.

6.5

The Purchaser is entering into this Agreement on the basis of the Warranties and in reliance on them and the Vendors acknowledge that this is the case: Liability under any Warranty shall not any way be modified or discharged by Completion.

6.6

Each Warranty shall continue in full force and effect notwithstanding Completion and no information relating to the Group of which the Purchaser or any of its agents or advisors has knowledge (whether actual or constructive) nor any investigation, audit, inquiry or examination made by or on behalf of the Purchaser at any time, whether before or after the date of this Agreement, shall diminish the effect of any Warranty or of any representation undertaking herein contained or prejudice any claim made by the Purchaser thereunder or operate to reduce any amount recoverable thereunder and the assessment of any damages payable by the Vendors in respect of any Breach of any of the Warranties shall wholly disregard any such information investigation, audit, inquiry or examination made by or on behalf of the Purchaser.

6.7

The Vendors hereby assign to the Purchaser all the rights, remedies or claims which they may have in respect of any misrepresentations or inaccuracies in or omissions from any information (including information set out in the Disclosure Letter) or advice supplied or given by a Group Company or any of the officers, employees or agents of a Group Company and on which the Vendors have relied in giving the Warranties, preparing the Disclosure Letter and/or entering into this Agreement and/or the other documents to be entered into on Completion.

6.8

Warranty Claims may be made by the Purchaser under the Warranties whether or not the Purchaser knew or could have discovered (whether by any investigation made by it or on its behalf into the affairs of the Company or otherwise) prior to signing this

6.9

The rights and remedies of the Purchaser in respect of a Breach of any of the Warranties shall not be affected by the sale and purchase of the Sale Shares.

6.10

Without prejudice to any other right or remedy of the Purchaser under this Agreement or otherwise all sums payable by the Vendors under this Agreement shall bear interest at the rate which is two per cent above three month EURIBOR from the date the claim (i) is settled between the parties or (ii) determined by a court of competent jurisdiction (whichever is the earlier) until the date of payment.

6.11

Subject to Clause 6.16, the Vendors shall not have any liability whatsoever in respect of any Warranty Claim unless:

6.11.1

the Purchaser shall have given to the Vendors written notice of the relevant Claim (giving reasonable particulars of the Claim) on or before 17:00 GMT on the date falling 18 months from the Completion Date; and

6.11.2

proceedings in respect thereof are issued and served on the Vendors no later than 17:00 GMT on the date which is 6 months from the date on which notice of such claim is given by the Purchaser; and

6.12

Subject to Clause 6.16, the Vendors shall not have any liability whatsoever in respect of any Warranty Claim unless the amount that would be recoverable from the Vendors in respect of that Warranty Claim when aggregated with any other amount or amounts recoverable (or which, but for this Clause 6.12 would be recoverable) in respect of other Warranty Claims exceeds €200,000.00 and in the event that the aggregated amounts exceed €200,000.00 the Vendors shall be liable in respect of the total aggregated amounts and not the excess only.

6.13

Subject to Clause 6.16, the aggregate liability of the Vendors (whether at common law or under the express terms of this Agreement) under or in respect of or in connection with any Breach or Breaches of the Warranties shall not exceed the Escrow Amount and any payment to be made by the Vendors in connection therewith shall be made from the Escrow Account in accordance with the terms of the Escrow Agreement and accordingly no recourse shall be had in the settlement thereof to any other assets of the Vendors.

6.14

Subject to clause 6.16, the aggregate liability of the Vendors (whether at common law or under the express terms of this Agreement) under or in respect of or in connection with any Indemnity Claim shall not exceed 15% of the Consideration and all Indemnity Claims shall be satisfied in the first instance from the Escrow Account in accordance with the terms of the Escrow Agreement.

6.15

The maximum aggregate liability of the Vendors (whether at common law or under any express terms of this Agreement) under or in respect of or in connection with any indemnity Claim shall be reduced by the amount of any claim by the Purchaser against the Escrow Amount pursuant to this Agreement and the maximum individual liability of

6.16

Notwithstanding any other provision of this Agreement, the limitations set out in Clauses 6.11 to 6.14 inclusive shall not apply in respect of an individual Vendor (for the purposes of this Clause 6.16 a “Defaulting Vendor”) in respect of any Warranty Claim and/or any Indemnity Claim relating to:

6.16.1

the Defaulting Vendor’s title to or the status or validity of his Sale Shares; or

6.16.2

any Claim which arises as a result of any fraudulent act or omission by the Defaulting Vendor,

6.17

For the avoidance of doubt:

6.17.1

the limitations set out in Clauses 6.11 to 6.14 inclusive shall continue to apply in respect of those Vendors who are not a Defaulting Vendor.

6.17.2

the Purchaser shall be entitled, at its sole discretion, to pursue a Defaulting Vendor directly in respect of all or any part of his liability to make payment to the Purchaser in respect of Clause 6.16.1 and/or Clause 6.16.2 without first having to have recourse to the Escrow Amount but this shall be without prejudice to the Purchaser’s right at any time to discharge all or any part of a Defaulting Vendor’s liability to make payment to the Purchaser in respect of Clause 6.16.1 and/or Clause 6.16.2 from the sum for the time being standing to the credit of the Escrow Account in accordance with the terms of the Escrow Agreement;

6.18

Any claim for breach of the obligations set out in Schedule 9 shall be made by notice in writing to the Vendors’ Representative on or prior to 17.00 GMT on the date which is 30 days from the Completion Date. The aggregate liability of the Vendors (whether at common law or under the express terms of this Agreement) under or in respect of or in connection with any claim for breach of the obligations set out in Schedule 9 shall not exceed an amount equal to €5,000,000.

6.19

Save to the extent expressly warranted or guaranteed in this Agreement, none of the information, or its accuracy, supplied by any Group Company or any of its officers or employees or professional advisers to the Vendors or their professional advisers on or prior to the date hereof in connection with this Agreement, the Warranties, the Tax Deed, the Disclosure Letter or otherwise in relation to the business and affairs of the Group shall be deemed to have been warranted or guaranteed by the Group, and the Vendors irrevocably and unconditionally waive any and all claims (if any) which they might otherwise have against the Group or any of its or their officers or employees in respect thereof.

6.20

Subject to Clauses 6.13, 6.14 ands 6.18, all sums payable by the Vendors to the Purchaser or a Group Company under this Agreement and/or under the Tax Deed shall be paid free

6.21

Where the Purchaser or any Group Company has a claim against a third party in relation to any matter which gives rise to a Warranty Claim (a “Third Party Claim”), the Purchaser shall:

(i)

after having received a written acknowledgment from the Vendors in terms reasonably acceptable to the Purchaser:

(a)

accepting liability for the Warranty Claim; and

(b)

agreeing to the Purchaser’s Pre-Estimate (as such term is defined in the Escrow Agreement) of the Warranty Claim for the purposes of the Escrow Agreement,

(ii)

subject to the Purchaser or the relevant Group Company being indemnified by the Vendors to the reasonable satisfaction of the Purchaser against all costs and expenses which might be incurred by reason of the Third Party Claim (including, where the third party concerned is a customer, any loss of business or profits resulting from the taking of such action against the customer), (provided that, for the avoidance of doubt, the indemnification in this Clause 6.21(ii) shall not be capped at the Escrow Amount) use all reasonable endeavours to procure that the Third Party Claim is diligently pursued to recover from such party any amounts in respect of the Third Party Claim and any amounts so recovered by the Purchaser (net of any costs and expenses incurred by the Purchaser or the Company in pursuing the Third Party Claim) shall act to reduce the amount of the Warranty Claim payable by the Vendors.

6.22

If a liability in respect of the same matter falls on the Vendors both in respect of a Breach of the Warranties and under the Tax Deed, then in calculating sums payable in respect of a Breach of the Warranties account shall be taken of sums paid or payable by the Vendors under the Tax Deed and vice versa.

6.23

The Purchaser shall procure that the Company shall give the Vendors and their professional advisers reasonable access to the premises and personnel of the Company, and shall on a confidential basis give reasonable access to any relevant chattels, documents and records within the power, possession or control of the Company to enable the Vendors and their professional advisers to examine such chattels, accounts,

6.24

For the avoidance of doubt it is hereby agreed that nothing in the Agreement shall in any way restrict or limit the general obligation of the Purchaser to mitigate any loss or damage which it may suffer in consequence of any matter giving rise to a claim against the Vendors under the Warranties.

6.25

In the event of any Claim by the Purchaser succeeding and payment being made by the Vendors in respect of such claim, the Consideration payable for the Sale Shares sold by the Vendors making the payment shall be deemed to have been reduced by an amount equal to the sum received by the Purchaser from the Vendors and in the case of payment from the Escrow Account to the Purchaser in this regard all Vendors shall be deemed to share in the making of this payment pro rata to the percentage of the Consideration actually received by them.

6.26

The Purchaser shall give to the Vendors written notice’ giving reasonable particulars of any Breach as soon as practicable upon it becoming aware of the occurrence of a Breach.

6.27

The Vendors shall not be liable for a Warranty Claim if and to the extent:

6.27.1

the loss to which the Warranty Claim relates is attributable (in whole or in part) to a change made after the Completion Date in the accounting or taxation policies of a Group Company (except where the change is required to accounting or taxation policies which applied prior to the Completion Date and is necessary to comply with generally accepted accounting principles);

6.27.2

the loss to which the Warranty Claim relates would not have arisen but for a voluntary act, transaction or omission carried out by the Purchaser after Completion other than in the ordinary course of business and which the Purchaser was aware would give rise to a breach of the Warranties;

6.27.4

the loss to which the Warranty Claim relates arises as a direct result of a change in law occurring after Completion.

6.28

Where the Purchaser gives notice to the Vendors in respect of a formal claim by a third party (the “Relevant TP Claim”) which in the opinion of the Purchaser gives rise to, or which may give rise to, a Warranty Claim the Purchaser shall allow the Vendors Representative reasonable access to and copies of all documents, records, papers in the possession of the Purchaser relating to the Relevant TP Claim (provided any reasonable costs incurred by the Purchaser and/or the Group in so doing shall be reimbursed by the Vendors) and shall not make any admission of liability or settle or compromise the Relevant TP Claim without the prior consent of the Vendors Representative which shall, not be unreasonably withheld or delayed PROVIDED THAT the Vendors (acting jointly) may take conduct of the Relevant TP Claim subject to the following preconditions and upon the following terms (the breach of any of which by the Vendors (or any of them) shall entitle the relevant Group Company forthwith to re-take conduct of the Relevant TP Claim):

(i)

the Vendors first agree to jointly and severally indemnify (provided that, for the avoidance of doubt, the indemnification in this Clause 6.28 shall not be capped at the Escrow Amount) the Purchaser and the Group to their reasonable satisfaction against:

(a)

the maximum amount that may treasonably become payable if the Relevant TP Claim is successful; and

(b)

the costs of any proceedings relating to the Relevant TP Claim and all claims and judgments that may reasonably arise under the Relevant TP Claim;

(ii)

without prejudice to Clause 6.28(i) above, the Vendors agree in writing to the Purchaser’s Pre-Estimate (as such term is defined in the Escrow Agreement) of the Relevant TP Claim for the purposes of the Escrow Agreement,

(iii)

the proceedings relating to the Relevant TP Claim are not conducted by the Vendors in a manner that would reasonably be expected to jeopardise or damage the goodwill or reputation of the Group or the Purchaser;

(iv)

the Vendors shall at all times keep the Purchaser fully informed of all developments in relation to the Relevant TP Claim and shall allow the Purchaser and its advisors full access to all papers relating to the Relevant TP Claim or any proceedings arising therefrom;

(i)

the Vendors shall take the reasonable representations of the Purchaser into account in relation to the conduct of any proceedings relating to the Relevant TP Claim; and

(ii)

the Vendors shall ensure that no obligation, commitment or disadvantage shall be assumed or suffered by any Group Company or the Purchaser as a consequence of the Relevant TP Claim or arising out of the settlement thereof and the terms of any settlement of the Relevant TP Claim shall:

(a)

require the prior written approval of the Purchaser; and

(b)

constitute an acknowledgement of liability on the part of the Vendors to pay to the Purchaser such amount of the Relevant TP Claim and all other sums payable under Clauses 6.28(i) above.

6.29

The Promoters and the Purchaser jointly and severally warrant to the Vendors that:

6.29.1

the Promoters and the Purchaser have the requisite power and authority to enter into and perform this Agreement and the other documents which are to be executed by the Purchaser in accordance with the terms of this Agreement (the “Purchaser’s Completion Documents”);

6.29.2

this Agreement constitutes and the Purchaser’s Completion Documents will, when executed by the Promoters and the Purchaser, constitute binding obligations of the Promoters and the Purchaser in accordance with their respective terms;

6.29.3

the execution and delivery of, and the performance by the Purchaser of its obligations under this Agreement and the Purchaser’s Completion Documents will not:

(i)

result in a breach of any provision of the memorandum of articles of association or by-laws or equivalent constitutional documents of the Promoters or the Purchaser;

(ii)

result in a breach of, or constitute a default under, any instrument to which the Purchaser or the Promoters are party or by which the Purchaser or the Promoters are bound; or

(iii)

result in a breach of any order, judgment or decree of any court or governmental agency to which the Purchaser or the Promoters are party or by which the Purchaser or the Promoters are bound,

6.29.4

they are not actually aware of any fact or. matter which renders any of the Warranties untrue or misleading or gives rise to a breach thereof at the date of this Agreement.

6.30

The Purchaser shall in no circumstances be entitled to bring any claim against the Vendors or any of them in respect of a Warranty Claim or an Indemnity Claim on or prior to Completion.

7

CONFIDENTIALITY

7.1

For the. purpose of assuring to the Purchaser the full benefit of the Sale Shares and the goodwill and in consideration of the agreement of the Purchaser to purchase the Sale Shares on the terms hereof, the Vendors agree as a separate and independent agreement that, subject to clause 7.3, they will not at any time hereafter use, divulge or communicate to any person any Confidential Information which may be within or which, in the course of matters arising under this Agreement, may come to their knowledge, and that they will use all reasonable endeavours to prevent the use, publication or disclosure of any Confidential Information concerning such matters or any of them and not do anything to harm the goodwill of the Group.

7.2

No party hereto shall, without the prior consent in writing of BoSI, ▇▇▇▇ ▇▇▇▇▇ and the Promoters or the Purchaser, make any announcement or public statement in relation to the entry into or performance of this Agreement. Each party hereto shall treat as strictly confidential all information received or obtained as a result of entering into or performing of this Agreement which relates to:

21

7.2.1

the existence and the provisions or the contents of this Agreement or any document referred to herein;

7.2.2

the negotiations relating to this Agreement or any document referred to herein;

7.2.3

(in the case of the Vendors only) the Purchaser’s Group.

7.3

Each party may disclose information which would otherwise be confidential if and to the extent:

7.3.1

required by the law of any relevant jurisdiction or pursuant to an order of a court of competent jurisdiction;

7.3.2

required by any securities exchange or regulatory or governmental body to which any party is subject to, wherever situated, whether or not the requirement for information has the force of law;

7.3.3

that the information is disclosed on a strictly confidential basis to the professional advisers, auditors and/or bankers of that party on terms that such persons undertake to comply with the, provisions of Clauses 7.1 and 7.2 in respect of such information as if they were a party to this Agreement;

7.3.4

that the information has come into the public domain through no fault of that party;

7.3.5

that the other parties to this Agreement have given prior written approval to the disclosure, such approval not to be unreasonably withheld or delayed; or

7.3.6

required to enable that party to enforce its rights under this Agreement;

8

USE OF INTELLECTUAL PROPERTY RIGHTS

9

RESTRICTIVE COVENANTS

9.1

Each of ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇’▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ Josika and ▇▇▇▇ ▇▇▇▇▇ hereby covenants to the Purchaser and to each Group Company that he shall not, in any Relevant Capacity:-

9.1.1

at any time during the period commencing on Completion and ending two years after such date carry on, or be engaged, concerned or interested in, or assist, any business which competes, directly or indirectly, with the Business in the Territory;

22

9.1.2

at any time during the period commencing on Completion and ending two years after such date in competition with the Business either seek to procure orders from, or do business with, or procure directly or indirectly any other person to procure orders from or do business with, any person who has been a client or customer of a Group Company at anytime during the period of twelve months prior to Completion;

9.1.3

at any time during the period commencing on Completion and ending two years after such date solicit, or contact with a view to the engagement or employment by any person or engage or employ any of the employees of a Group Company whether or not such an employee would thereby commit a breach of his service contract;

9.1.4

do or say anything which is harmful to the reputation of the Company or which may lead any person to cease to deal with the Company on substantially equivalent terms to those previously offered or at all;

9.1.5

at any time during the period commencing on Completion and ending two years after such date seek to contract with or engage (in such a way as to adversely affect the business of the Group as carried on at the date of this Agreement) any person who has been contracted with or engaged to manufacture, assemble, supply or deliver products, goods, materials, ingredients or services to the Company at any time during the period of twelve months before Completion,

9.2

It is agreed between the parties that, whilst the restrictions set out in this Clause 8 are considered fair and reasonable, if it should be found that any of the restrictions be void or unenforceable as being beyond what is fair and reasonable in all the circumstances and if by deleting part of the wording or substituting a shorter period of time or different geographical limit or a more restricted range of activities for any of the periods of time, geographical limits or ranges of activities set out in this Clause 9 it would not be void or unenforceable then there shall be substituted such next less extensive period or limit or activity or such deletions shall be made as shall render this Clause 9 valid and enforceable.

10

COSTS

23

11

FURTHER ASSURANCE

11.1

At any time after Completion each Vendor shall (at the reasonable cost of the Purchaser) do and execute, or procure to be done and executed, all necessary acts, deeds, documents and things as may be reasonably requested of them by the Purchaser to give effect to this Agreement.

11.2

At any time after Completion and upon the Purchaser’s reasonable request from time to time each Vendor shall (at the reasonable cost of the Purchaser): -

11.2.1

provide, or procure to be provided, tc the Purchaser all information relating to the business and affairs of the Company and which is in their possession or under their control; and

11.2.2

give, or procure to be given, to the Purchaser, its directors and agents access to any documents containing any of the information referred to in Clause 11.2.1 and the Purchaser may copy any of those documents.

12

GENERAL

12.1

No variation of this Agreement shall be valid unless it is in writing and signed by or on behalf of each of the parties.

12.2

The failure to exercise or delay in exercising a right or remedy under this Agreement shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies and no single or partial exercise of any right or remedy under this Agreement shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy.

12.3

The rights and remedies of the Purchaser contained in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

12.4

The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect or impair the continuation in force of the remainder of this Agreement.

12.5

This Agreement shall enure to the benefit of and be binding upon the successors in title to the parties hereto.

13

ASSIGNMENT

14

NOTICES

14.1

Any notice or other communication under or in connection with this Agreement shall be in writing and shall be delivered personally or by registered post or sent by facsimile:

24

(i)

in the case of the Vendors to the Vendors’ Representative at the following address:

(ii)

in the case of the Purchaser to:

(iii)

in the case of Investcorp to:

25

(iv)

in the case of InfoNXX to:

14.2

in the absence of evidence of earlier receipt, any notice or other communication shall be deemed to have been duly given:

14.2.1

if delivered personally, when left at the address referred to in this Agreement;

14.2.2

if sent by registered post, two days after posting it; and

14.2.3

if sent by facsimile, on completion of its transmission but if sent after 4.00 pm GMT it shall be deemed to have been duly give as at 9.00 am GMT on the next Business Day.

14.3

Any such notice served on the Vendors Representative shall be deemed for the purposes of this Agreement to be have been duly served on each Vendor.

26

15

ENTIRE AGREEMENT

15.1

This Agreement together with the Disclosure Letter, the Tax Deed, the Escrow Agreement and all documents in the agreed form or attached as a Schedule hereto or thereto constitute the entire understanding and agreement between the parties and supersede all prior agreements, arrangements, letters and discussions between the parties.

15.2

In entering into this Agreement the Purchaser has not relied on any representation, warranty or other assurance other than as provided for under this Agreement, the Tax Deed, the Escrow Agreement and/or any documents in the agreed form.

15.3

So far as permitted by law and except in the case of fraud, no party to this Agreements shall be liable whether in contract, tort or otherwise for any representation, warranty or assurance not set out in this Agreement and each party waives all remedies which might otherwise be available to it in respect thereof.

16

COUNTERPARTS

17

WAIVER

17.1

Any liability to the Purchaser under this Agreement may be wholly or partially released, varied, compounded or compromised by the Purchaser in its absolute discretion as regards any of the Vendors or any other party without in any way prejudicing or affecting its rights against any other party under the same or a similar liability, whether joint and several or otherwise. A waiver by the Purchaser of any breach by any party of any of the terms, provisions or conditions of this Agreement or of law, or the acquiescence of the Purchaser in any act (whether commission or omission) which but for such acquiescence would be a breach, will not constitute a general waiver of the term, provision or condition or of any subsequent act which is inconsistent with it.

17.2

Each of the parties hereto other than the Purchaser hereby irrevocably agree, conditional upon the occurrence of Completion in accordance with this Agreement that the Subscription Agreement between BoSI, the Company and the persons named in schedule 1 thereto dated 25 March 2004 together with the Shareholders Agreement in the agreed form referred to therein be and they are hereby terminated and all rights of the parties thereto and all claims arising thereunder are hereby irrevocably waived.

18

GOVERNING LAW AND JURISDICTION

18.1

This Agreement is governed by, and shall be construed in accordance with the laws of Ireland without reference to its conflicts of laws rules.

18.2

Each party irrevocably agrees that the courts of Ireland shall have non-exclusive jurisdiction to hear and determine any suit, action or proceedings, and to settle any disputes, which may arise out of or in connection with this Agreement and, for such purposes, each party irrevocably submits to the jurisdiction of the courts of Ireland.

27

28

Name of legal owner

Name of beneficial owner

Number and class of
Shares held

Relevant
Proportion

Bank of Scotland
(Ireland) Limited

Bank of Scotland
(Ireland) Limited

6,312,971 A Ordinary
Shares of €0.01 each
4,000,000 6% Cumulative
Redeemable Preference
Shares of €1.00 each

27.08%

Westfront Limited
▇▇▇▇ ▇▇▇▇▇

▇▇▇▇ ▇▇▇▇▇

3,865,363 B Ordinary
Shares of €3.00 each
6,266 C Ordinary Shares of €3.00 each
425 D Ordinary Shares of €0.001 each

16.84%

Westfront Limited

▇▇▇▇▇ ▇▇▇▇

3,682,952 B Ordinary
Shares of €3.00 each
5,978 C Ordinary Shares of
€3.00 each

12.84%

Anglo Irish Bank
Nominees Limited

Anglo Irish Private
Equity Fund L.P.

1,262,594 A Ordinary
Shares of €0.01 each
800,000 6% Cumulative Redeemable Preference Shares of €1.00 each

5.42%

Anglo Irish Bank
Nominees Limited

▇▇▇▇▇ ▇▇▇▇▇▇

631,297 A Ordinary Shares of €0.01 each

3.18%

133,906 B Ordinary Shares of €3.00 each

400,000 6% Cumulative Redeemable Preference Shares of €1.00 each

Anglo Irish Bank Nominees Limited

▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇

631,297 A Ordinary Shares of €0.01 each

2.71%

400,000 6% Cumulative Redeemable Preference Shares of €1.00 each

29

Anglo Irish Bank
Nominees Limited

▇▇▇ ▇▇▇▇▇▇

631,297 A Ordinary Shares of €0.01 each

2.71%

400,000 6% Cumulative Redeemable Preference Shares of €1.00 each

Anglo Irish Bank
Nominees Limited and
Westfront Limited

▇▇▇ ▇▇▇▇▇

631,297 A Ordinary Shares of €0.01 each

144,044 B Ordinary Shares of €3.00 each

3.21%

400,000 6% Cumulative Redeemable Preference Shares of €1.00 each

▇▇▇▇ ▇▇▇▇▇

▇▇▇▇ ▇▇▇▇▇

100 D Ordinary Shares of €0.001

0.79%

▇▇▇▇ ▇▇▇▇▇

▇▇▇▇ ▇▇▇▇▇

25 D Ordinary Shares of €0.001

0.20%

Dryvale Limited

▇▇▇▇ ▇▇▇▇▇▇▇

210,433 A Ordinary Shares of €0.01 each

2.29%

▇▇▇▇ ▇▇▇▇▇▇▇

175 D Ordinary Shares of €0.001

133,334 6% Cumulative Redeemable Preference Shares of €1.00 each

Dryvale Limited

▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

210,432 A Ordinary Shares of €0.001 each

2.68%

▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

225 D Ordinary Shares of €0.01 each

133,333 6% Cumulative Redeemable Preference Shares of €1.00 each

Dryvale Limited

▇▇▇▇ ▇▇▇▇▇

210,432 A Ordinary Shares of €0.01 each

1.69%

▇▇▇▇ ▇▇▇▇▇

100 D Ordinary Shares of €0.001 each

133,333 6% Cumulative Redeemable Preference Shares of €1.00 each

Dryvale Limited

▇▇▇▇ ▇▇▇▇▇▇▇▇▇

126,259 A Ordinary Shares of €0.01 each

0.54%.

80,000 6% Cumulative Redeemable Preference Shares of €1.00 each

30

Dryvale Limited

▇▇▇▇▇▇▇ ▇▇▇▇▇

126,259 A Ordinary Shares of €0.01 each

0.54%

80,000 6%. Cumulative Redeemable Preference Shares of €1.00 each

Dryvale Limited

▇▇▇▇ ▇▇▇▇▇▇

315,649 A Ordinary Shares of €0.01 each

2.93%

▇▇▇▇ ▇▇▇▇▇▇

200 D Ordinary Shares of €0.001 each

200,000 6% Cumulative Redeemable Preference Shares of €1.00 each

Westfront Limited

▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇

2,490,050 B Ordinary Shares of €3.00 each

5.69%

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇

1,756 C Ordinary Shares of €3.00 each

▇▇▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇ ▇▇▇▇▇▇▇

▇.▇. ▇▇▇▇▇▇▇▇▇

The Untraced Shareholders

Dryvale Limited

▇▇▇▇ ▇▇▇▇▇▇
Lifeline Limited

1,325,723 A Ordinary Shares of €0.01 each

8.66%

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇

▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇

840,000 6% Cumulative Redeemable Preference Shares of €1.00 each

Totals:

12,625,940 A Ordinary Shares of €0.01 each

100%

10,316,315 B Ordinary Shares of €3.00 each

31

14,000 C Ordinary Shares of €3.00 each

1,250 D Ordinary Shares of €0.001 each

8,000,000 6% Cumulative Redeemable Preference Shares of €1.00 each

32

33

34

Untraced Shareholders

Ronan O’Caoimh

35,000

▇▇▇▇ & ▇▇▇▇▇▇▇▇ ▇▇▇▇▇

32,750

▇▇▇▇ ▇▇▇▇▇▇▇

31,000

▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇

15,500

▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇

14,680

▇▇▇▇ ▇▇ ▇▇▇▇▇▇

9,720

DS & CF Pension Fund

8,595

▇▇▇▇▇▇▇ ▇’▇▇▇▇▇▇▇▇

8,552

Ulster Bank (Various)

6,338

▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Mother

5,600

▇▇▇▇▇ ▇▇▇▇▇▇▇

3,968

▇▇▇▇▇▇ ▇▇▇▇▇

3,850

▇▇▇ ▇▇▇▇▇

3,174

▇▇▇▇ ▇▇▇▇▇

3,125

▇▇▇▇ ▇▇▇▇▇▇▇▇

3,000

▇▇▇▇▇ ▇▇▇▇▇▇▇

1,339

▇▇▇▇▇ ▇▇▇▇▇

1,325

▇▇▇▇▇▇▇ ▇▇▇▇▇▇

1,190

▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇

1,020

▇▇▇▇▇▇ ▇▇▇▇▇▇

1,000

▇▇▇▇▇ ▇▇▇▇▇

1,000

▇▇▇ ▇▇▇▇▇▇

951

▇▇▇▇▇ Conan

938

Fiona Spain

870

Declan & ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

850

▇▇▇▇▇▇ ▇▇▇▇▇

794

▇▇▇▇▇▇▇▇ ▇▇▇▇▇

794

▇▇▇▇ ▇▇▇▇▇

794

▇▇▇▇ ▇▇▇▇▇▇▇

794

▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

750

▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇ ▇▇▇▇▇▇

663

▇▇▇▇▇▇▇ ▇▇▇▇▇▇

625

Mairead Moyne

625

▇▇▇▇ ▇▇▇▇▇▇

▇▇▇

▇▇▇▇ & ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇

▇▇▇

▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bacon

500

ACC (Various)

▇▇▇

▇▇▇▇▇ ▇▇▇▇▇▇▇

475

▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

400

▇▇▇▇▇▇▇ ▇▇▇▇▇

400

▇▇▇▇▇▇▇ ▇▇▇▇▇▇

318

▇▇▇▇ ▇▇▇▇▇

250

▇▇▇▇▇▇ ▇▇▇▇▇▇

235

▇▇▇▇▇▇ ▇▇▇▇▇▇▇

175

Lovista Limited

65

▇▇▇▇▇▇ O’Maolalaidh

65

▇▇▇▇▇▇▇ ▇▇▇▇

62

Others

205,819

35

1.

Registered number

364249

2.

Date of incorporation

22 November 2002

3.

Place of incorporation

Ireland

4.

Registered office

▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇

5.

Type of company

Private Limited by shares

6.

Directors

▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇

7.

Secretary

▇▇▇▇ ▇▇▇▇▇▇▇

36

Name

Country of Incorporation

Registered Office/
Corporate Seat

Company Number

Shareholder Information

Fournir Limited

Ireland

▇▇▇▇▇▇▇ ▇▇▇▇▇

▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇

▇▇▇▇▇▇ ▇.

277404

Wholly owned subsidiary of Conduit Limited

Conduit Limited

Ireland

▇▇▇▇▇▇▇ ▇▇▇▇▇

▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇

▇▇▇▇▇▇ ▇.

327003

Wholly owned subsidiary of ▇▇▇▇▇▇ Limited

Conduit Enterprises Limited

Ireland

Conduit House

East point Business Park

▇▇▇▇▇▇ ▇

▇▇▇▇▇▇

Wholly owned subsidiary of Conduit Limited

Conduit Software Limited

Ireland

Conduit House

East point Business Park

▇▇▇▇▇▇ ▇

▇▇▇▇▇▇

Wholly owned subsidiary of Conduit Limited

118 Internet DQ Services Limited

Ireland

Conduit House

East point Business Park

▇▇▇▇▇▇ ▇

▇▇▇▇▇▇

Wholly owned subsidiary of ▇▇▇▇▇▇ Limited

118 DQ Services Ireland Limited

Ireland

Conduit House

East point Business Park

▇▇▇▇▇▇ ▇

▇▇▇▇▇▇

Wholly owned subsidiary of 118 Internet Directory Services

118 Limited

UK

▇▇▇▇▇ ▇▇▇▇▇

▇▇▇-▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

▇▇▇▇▇▇▇ ▇▇▇▇ 1 DY

UK

3951948

Wholly owned subsidiary of Conduit Enterprises Limited

Conduit Directory Services

UK

▇▇▇▇▇ ▇▇▇▇▇

▇▇▇-▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

▇▇▇▇▇▇▇ ▇▇▇ 0 1 DY

UK.

4645079

Wholly owned subsidiary of Conduit Limited

Conduit Europe SA

Switzerland

▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇

▇▇▇▇ ▇▇▇▇

▇▇▇▇▇▇▇▇▇▇▇

Wholly owned subsidiary of Conduit Limited

Conduit Enterprises GmbH

Austria

▇▇▇▇▇▇▇▇▇▇▇▇▇▇

▇▇/▇/▇

▇-▇▇▇▇ ▇▇▇▇

▇▇▇▇▇▇▇

Wholly owned subsidiary of Conduit Enterprises Limited

37

Conduit Europe SA

Spain

▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇,

A-83046730

Wholly owned subsidiary of Conduit Limited

▇▇▇.▇▇▇ Limited

UK

▇▇▇▇▇ House

▇▇▇-▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇

▇▇

5538664

Wholly owned subsidiary of Conduit Enterprises Limited

1.

A letter from any third party who at the date of Completion provides financial facilities to the Group granting all such consents, clearances or releases which may be necessary in relation to the transactions contemplated herein.

2.

Copies of all bank mandates of each Group Company together with bank statements or other suitable information showing the financial situation of each Group Company with it’s bankers as at a date not earlier than five Business Days before the date of Completion.

3.

Confirmation that no dividend (cash or non-cash) or other distributions has been declared and/or paid by any Group Company since the Last Accounting Date.

4.

Duly executed transfers in respect of

(i)

the Sale Shares; and

(ii)

any Subsidiary Shares

5.

Pending registration of the Purchaser or its nominees as the holder of the Sale Shares and the Subsidiary Shares, a duly executed power of attorney in favour of the Purchaser or its nominees generally in respect of the Sale Shares and the Subsidiary Shares and in particular to enable the Purchaser or its nominees to attend and vote at general meetings of the Group Companies.

6.

The common seal and all registers, minute books, and other statutory books, required to be kept by each Group Company pursuant to the Companies Acts 1963 to 2005 made up to the Completion Date and all certificates of incorporation and certificates on change of name of each Group Company.

7.

A copy of the Memorandum and Articles of Association of each Group Company certified by the secretary of that Group Company as a true and complete and accurate copy as at the date of Completion.

8.

Letters in the agreed form duly executed under seal from each of the present directors and secretaries of each Group Company (other than those nominated by the Purchaser) in each case resigning from his office and acknowledging that he has no claim against that Group Company for compensation for loss of office and redundancy, unfair dismissal or otherwise arising from such resignation.

9.

All credit cards in the name of or for the account of any Group Company in the possession of any officer or employee of the Company resigning as at the Completion Date.

10.

The written resignation of the auditors of each Group Company in such form as the Purchaser requires incorporating an acknowledgement that they will have no claim against such company in respect of compensation for loss of office or on any account whatsoever including fees for services rendered and incorporating a statement complying with section 185(2) of the Companies Act, 1990 that there are no circumstances connected with the resignation that they consider should be brought to the notice of the members or creditors of such company.

11.

A written acknowledgement from the Vendors on terms satisfactory to the Purchaser acting reasonably acknowledging (i) that no Group Company is indebted to the Vendors or any of them, (ii) that no Vendor is indebted to a Group Company, and (iii) that no Vendor has any claim against any Group Company otherwise than in the ordinary course of business of the Group.

12.

A Deed of Appointment and Removal of Trustees in the agreed form in respect of Conduit Group Retirement Benefit Scheme.

13.

Evidence that all registered charges created by the Group have been discharged or letters to the Purchaser from all relevant bankers or holders of security confirming that the fixed and floating charges created in their favour by the relevant Group Company have not crystallised and will not as result of Completion crystallise.

14.

Tax clearance certificate pursuant to Section 980 of the TCA or a letter from the auditors of the Company (prior to the resignation noted at 10 above) confirming none is required.

15.

The written consent of Anglo Irish Bank to the sale and purchase of the Sale Shares.

16.

A letter from any third party who has provided financial facilities to any Group Company granting all such consents, clearances, or releases which may be necessary in relation to the transactions contemplated herein.

18.

Any further documents which are necessary to implement this Agreement.

1

INFORMATION SUPPLIED AND CAPACITY OF VENDORS

1

2

SHARE CAPITAL

1

3

ACCOUNTS AND RECORDS

2

4

BUSINESS SINCE THE LAST ACCOUNTING DATE

5

5

TRADING AND CONTRACTUAL ARRANGEMENTS

6

6

ASSETS (OTHER THAN THE PROPERTIES)

9

7

EMPLOYEES AND AGENTS

12

8

PENSIONS

15

9

INSURANCE

20

10

GRANTS

21

11

CURRENT FINANCIAL POSITION

21

12

DATA PROTECTION

22

13

LEGAL AND REGULATORY COMPLIANCE

23

14

DEFECTIVE AND UNSAFE PRODUCTS / SERVICES

28

15

LITIGATION

28

16

INSOLVENCY

28

17

COMPLIANCE

29

18

ENVIRONMENTAL

29

19

COMPANIES ACTS AND OTHER LEGISLATION

31

20

EFFECT OF AGREEMENT

33

21

SUBSIDIARIES

33

22

PROPERTIES

34

23

COMPUTER SYSTEMS

34

24

TAXATION

35

25

DIVIDENDS AND DISTRIBUTIONS

▇▇

▇▇

▇▇▇▇▇▇▇▇▇▇

▇▇

▇▇

CAPITAL GAINS TAX

47

28

STAMP DUTY AND CAPITAL DUTY

48

29

VALUE ADDED TAX

49

30

CAPITAL ACQUISITIONS TAX

50

31

ALLOWANCES / LOSSES

50

1.

INFORMATION SUPPLIED AND CAPACITY OF VENDORS

1.1

All information contained in this Agreement and all matters contained in the Disclosure Letter and all other information relating to the Group given by any of the Vendors or the Vendors’ Accountants or the Vendors’ Solicitors to the Purchaser or the Purchaser’s Accountants or the Purchaser’s Solicitors is true, accurate and complete in every respect and there is no fact or matter which has not been Disclosed which renders any such matters or information untrue, incomplete or misleading or the disclosure of which might reasonably affect the willingness of the Purchaser to purchase the Sale Shares on the terms of this Agreement.

1.2

The Vendors have full power and authority to enter into and perform this Agreement and the Tax Deed, and this Agreement and the Tax Deed, when executed, will constitute valid and binding obligations on the Vendors in accordance with their respective terms.

1.3

Neither entering into this Agreement or the Tax Deed nor performing the obligations referred to in those agreements has resulted or will result in the breach of any obligation of any of the Vendors under:

1.3.1

statutes, bye laws or other terms of charter or corporate regulation (in the case of the Fund’s);

1.3.2

the memorandum or articles of association, statutes, bye-laws or other terms of charter or corporate regulation of any Group Company;

1.3.3

any law or any order, judgment or decree of any court or governmental agency; or

1.3.4

any contract, undertaking or agreement to which any of the Vendors may be party.

2.

SHARE CAPITAL

2.1

The Sale Shares constitute the whole of the allotted and issued share capital of the Company and are fully paid up.

2.2

The authorised and issued share capital of each Group Company is as set out in the Second Schedule.

2.3

The Vendors are the beneficial owners and registered holders of the Sale Shares which have been issued in proper legal form and each of the Vendors is entitled as beneficial owner to sell such of the Sale Shares as are set out opposite his name in Column 2 of the First Schedule free from all Encumbrances and together with all

2.4

The Vendors are entitled to transfer the full legal and beneficial ownership of the Sale Shares and any share in any Group Company to the Purchaser on the terms of this Agreement without the consent of any third party.

2.5

The Company (or where specified a Group Company) is the sole beneficial owner of the shares in each Group Company listed in Part 2 of the Second Schedule free from any Encumbrances.

2.6

No person has the right (whether actual or contingent) to call for the creation, allotment, issue, sale or transfer of any share or loan capital of the Company or any Group Company under any option or other agreement, arrangement or commitment (including without limitation conversion rights and rights on realisation of security) or to require any loan or share capital to be put under option and no person has claimed to be entitled to any of the foregoing.

2.7

Attached to the Disclosure Letter are correct and complete copies of the memoranda and articles of association of each Group Company and of all resolutions and agreements required by section 143(2) of the Companies ▇▇▇ ▇▇▇▇.

2.8

All returns, particulars, resolutions and other documents required to be delivered on behalf of each Group Company to the Registrar of Companies or other authority have been properly made and delivered and were when so made and delivered accurate and complete.

2.9

The statutory books, books of account, registers and other records of each Group Company are up-to-date and maintained in accordance with all applicable legal requirements on a proper and consistent basis and contain complete and accurate records of all matters required to be disclosed or dealt with in them.

2.10

No notice or allegation has been received that any of the statutory books or other records of any Group Company is incorrect or should be rectified.

2.11

All such books, registers and records and all other documents (including copies of all subsisting agreements to which any Group Company is party) which are the property of any Group Company or ought to be in its possession or under its control are in its possession or under its control.

2.12.

No proceedings of any kind have been instituted or threatened and no application of any kind has been made in relation to the Sale Shares or the Company under any of the provisions of the Judicial Separation and Family Law ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, the Family Law ▇▇▇ ▇▇▇▇, and/or the Family Law (Divorce) ▇▇▇ ▇▇▇▇ and the disposal of the Sale Shares pursuant to this Agreement is not a disposal for the purposes of defeating a claim for relief under any such legislation.

3

ACCOUNTS AND RECORDS

Accounting and Other Records

3.1

Each Group Company has at all times fully, properly and accurately maintained all books, accounts and records of whatever kind required by law to be maintained by it.

3.2

The books, accounts and records of whatever kind of each Group Company fully and accurately record all matters required by law to be entered in them and accurately present and reflect, in accordance with generally accepted accounting principles and practices, the assets and liabilities (actual and contingent) of each Group Company and all transactions to which they are or have been a party.

3.3

No notice or allegation has been received that any of those books, accounts or records is incorrect or should be rectified.

3.4

No Group Company has had any of its records, systems, controls, data or information recorded, stored, maintained, operated or otherwise wholly and partly dependent on or held by any means (including any electronic, mechanical or photographic process whether computerised or not) which (including all means of access thereto and there from) are not under the exclusive ownership and direct control of the Company.

3.5

The Accounts:

3.5.1

are true and accurate in all respects, comply with the requirements of the Companies Acts and other relevant statutes and generally accepted accounting principles and Accounting Standards and give a true and fair view of and properly reflect the financial position of the Group as at the Last Accounting Date and are not affected by any unusual or non-recurring items;

3.5.2

fully disclose all assets of the Group and make full provision or reserve for all assets and liabilities (whether or not quantified or disputed) and fully provide for (or disclose by way of note) all contingent liabilities of the Group at the Last Accounting Date;

3.5.3

make adequate provision for depreciation of the fixed assets of the Group having regard to their original cost and estimated life in accordance with the relevant Accounting Standards;

3.5.4

are not affected by any extraordinary, exceptional or non-recurring items not expressly disclosed in the Accounts;

3.5.5

note all material capital commitments of the Group of the Last Accounting Date, do not overstate the current or fixed assets (including slow moving or obsolete stock), the valuation and depreciation rates were on the same basis as in previous years and contain prudent provision for bad and doubtful debts.

3.6

The accounting policies and bases and the method of valuing work-in-progress used in the Accounts were the same as those adopted in the audited balance sheets and accounts of the Group for the immediately preceding three financial periods. Any non-recoverable work-in-progress included in the Accounts was written down appropriately and the value attributed to the remaining work-in-progress did not exceed the lower of cost and net realisable value as at the Last Accounting Date.

3.7

The values attributed to the assets of the Group at the Last Accounting Date are such that;

3.7.1

no claim for corporation tax in respect of any chargeable gain will be made on the Group; and

3.7.2

no balancing charge will be made on the Group;

3.8

Fixed assets have been depreciated in accordance with Accounting Standards in the Accounts hand in each Group Company’s accounts for the preceding two years.

3.9

Full and proper provision or reserve has been made in accordance with Accounting Standards in each Group Company’s balance sheet as at the Last Accounting Date for all Tax liable to be assessed on it or for which it is or may become accountable, including deferred taxation, in respect of:

3.9.1

profits, gains or income (as computed for Tax purposes) which arose or accrued, or are deemed to have arisen or accrued, on or before the Last Accounting Date;

3.9.2

any transactions effected or deemed to have been effected on or before the Last Accounting Date; and

3.9.3

distributions made or deemed to have been made on or before the Last Accounting Date.

3.10

Excluding bad and doubtful debts, for which full provision has been made in the Accounts and details of which are set out in the Disclosure Letter, the book debts of each Group Company on Completion will be good for the full face value thereof and, subject to the exercise of due diligence by the Group Companies, will be paid in the ordinary course of business within six calendar months after Completion or two months after the expiration of normal credit terms, whichever is the later.

3.11

Attached to the Disclosure Letter is a correct and complete list and an adequate summary (specifying the Group Company or Group Companies which are liable in each case) of each Group Company’s outstanding borrowings, loan capital, debt factoring, financial leasing and any other financing in the nature of borrowings, including (without limitation) financing which, because of its nature, is not required to be reflected in statutory accounts.

3.12

There are no liabilities (including contingent liabilities) which are outstanding on the part of any Group Company other than those disclosed or reflected in the Accounts or which have arisen in the normal course of business since the Last Accounting Date.

3.13

The Disclosure Letter comprises a complete list and full particulars of all grants, subsidies, loans or financial assistance received by any Group Company either during the previous three years or where a liability (absolute or contingent) to repay exists, specifying the Group Company or Group Companies which are liable in each case.

3.14

No act or transaction has, been or will be effected (including the sale of the Sale Shares) in consequence of which any Group Company is or may be held liable to forfeit or refund in whole or in part any grant, loan or financial assistance which has been received or applied for.

3.15

No Group Company has any material capital commitments and, pending Completion, no Group Company will undertake any material capital commitments without the Purchaser’s prior written consent (not to be unreasonably withheld).

3.16

The Management Accounts have been carefully and properly prepared in accordance with Accounting Standards and accounting policies consistent with those used in preparing the Accounts and on a basis consistent with the management accounts in the preceding two years. The cumulative profits, assets and liabilities of the Group stated in the Management Accounts have not been misstated and are true and accurate in all respects.

4.

BUSINESS SINCE THE LAST ACCOUNTING DATE

4.1

it has carried on its business in the ordinary and usual course both as regards the nature, scope and manner of its conduct and so as to maintain it as a going concern;

4.2

it has not borrowed, raised any money or availed of any financial facility;

4.3

it has paid its creditors within the times agreed with its creditors so that there are no debts outstanding by any Group Company which have been due for more than four weeks;

4.4

it has not entered into any capital commitments or any transaction or agreement for the disposal of any asset (including Intellectual Property Rights) or under which it has incurred or will incur (otherwise than in the ordinary and usual course of carrying on its business) any liabilities (including contingent liabilities) not provided for in the Accounts;

4.5

it has not entered into any unusual, long-term (that is to say, incapable of performance in accordance with its terms within six months after the date on which it was entered into or undertaken) or onerous arrangements, commitments or contracts;

4.6

its business has not been adversely affected by the loss of or material reduction in orders from any customer or the loss of or material reduction in any source of supply or by any abnormal factor not affecting similar businesses to a like extent and none of the Warrantors is aware of any facts which are likely to give rise to any such adverse effects;

4.7

no distribution of capital or income (including for the avoidance of doubt, any dividend) has been declared, made or paid or agreed or resolved to be declared, made or paid by it;

4.8

no loans have been made by it and no loan capital or loan has been or has become liable to be repaid by it in whole or in part;

4.9

no resolutions (whether in general meeting or otherwise) have been passed by it or any class of its members;

4.10

no sum has been paid or voted to any Director or employee (or ex-Director or ex-employee) of it by way of remuneration or otherwise in excess of the rates paid to him by it at the Last Accounting Date and no new service agreements have been entered into by it;

4.11

no alteration has been made in the terms of employment or conditions of service of any officer or any employee or agent of it or in the pension or other benefits of any past officer or employee of it or any of their dependants;

4.12

none of the fixed assets of it shown in the Accounts and none acquired by it since the Last Accounting Date has been lost, damaged or destroyed;

4.13

there has been no material adverse change in the financial position or trading prospects or turnover of it nor is any such material change foreseen; and

4.14

it has not waived any right of material value.

5

TRADING AND CONTRACTUAL ARRANGEMENTS

5.1

None of the contracts or obligations entered into by each Group Company is ultra ▇▇▇▇▇ that Group Company and no Group Company is in default under any such contracts or obligations.

5.2

No Group Company is a party to any contract, transaction, obligation, commitment or liability which, whether by reason of its nature, term, scope, price or otherwise is or may be material in relation to its business, profits or assets or which:

5.2.1

is in any way otherwise than in the ordinary course of its business;

5.2.2

is of a long term nature (that is to say incapable of performance in accordance with its terms within six months after the date on which it was entered into or undertaken);

5.2.3

is incapable of termination without fine or penalty in accordance with its terms by it on 60 days notice or less;

5.2.4

is of a loss making nature (that is to say known to be likely to result in a loss to it on completion of performance);

5.2.5

cannot readily be fulfilled or performed by it on time without undue or unusual expenditure of money or effort;

5.2.6

involves payment by it by reference to fluctuations in the index of retail prices or any other index or in the rate of exchange for any currency; or

5.2.7

requires an aggregate consideration payable by it in excess of €50,000 in respect of any one contract.