8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

July 11, 2006

Date of Report

(Date of Earliest Event Reported)

Total System Services, Inc.

(Exact Name of Registrant as Specified in its Charter)

Georgia
(State of Incorporation) 1-10254
(Commission File Number) 58-1493818
(IRS Employer Identification No.)

1600 First Avenue, Columbus, Georgia 31901

(Address of principal executive offices) (Zip Code)

(706) 649-2267

(Registrant's telephone number, including area code)

________________________________________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement. On July 11, 2006, Total System Services, Inc. (“TSYS”) announced that it had acquired through a series of stock and asset purchase transactions (the “Acquisitions”) certain processing, licensing, development and support of card management systems to the banking and financial services industry of the CTL Group (comprised of Card Tech Limited (“CTL”), Card Tech Research Limited (“CTRL”), CTL Card Tech Services Limited (Cyprus) (“CTSL”) and Card Tech Services (Malaysia) SDN BHD (“CTML”) (collectively, the “CTL Business”)). A copy of TSYS’ press release announcing the Acquisitions is attached hereto as Exhibit 99.1 and incorporated herein by reference. The aggregate consideration paid by TSYS for the CTL Business was $54.5 million in cash, subject to adjustment for working capital and an increase of $3.17 million for post closing tax adjustments. An aggregate of $8.0 million will be held in escrow to satisfy any post-closing claims or purchase price adjustments. In connection with the Acquisitions, CTL-R LTD (Russia) agreed to continue to provide certain services to CTSL. Aggregate fees under this agreement are approximately $2.0 million annually, payable monthly in arrears subject to review on an annual basis. After the acquisition, the CTL Group will be known as TSYS Card Tech Group. TSYS purchased the CTL Business from shareholders Jaffar Agha-Jaffar, Bashar Chalabi, CTL and CTSL. Jaffar and Chalabi will remain employed by the TSYS Card Tech Group following the consummation of the Acquisitions pursuant to separate employment agreements. In addition, provided each remains in the employ of TSYS Card Tech Group through the end of December 2008, Jaffar and Bashar and certain other members of management will be eligible to receive retention bonuses which in the aggregate equal $2.1 million. Jaffar and Bashar and certain other members of management nominated by Jaffar are also eligible to receive performance bonuses based on target net income (before taxes) of the TSYS Card Tech Group for the twelve month period ending December 31, 2008. The aggregate maximum performance bonuses payable is $3.0 million if certain performance targets are met based on a formula. In the event any such employee is terminated without cause prior to December, 2008, such employee shall be entitled to a pro rata portion of such bonuses. The principal agreements relating to the Acquisitions include the following (collectively, the “Acquisition Agreements”): CTRL Share Purchase Agreement On July 11, 2006, TSYS Card Tech Holding Limited, a wholly owned subsidiary of TSYS, and Jaffar and Bashar entered into a Share Purchase  

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Agreement (the “CTRL Share Purchase Agreement”). Pursuant to the CTRL Share Purchase Agreement, TSYS Card Tech Holding Limited acquired all of the outstanding shares of stock of CTRL for an aggregate purchase price of approximately $21.0 million.

CTSL Asset Sale Agreement

On July 11, 2006, TSYS Card Tech Services LTD (Cyprus), a wholly owned subsidiary of TSYS, and CTSL entered into an Asset Purchase Agreement (the “CTSL Asset Purchase Agreement”). The CTSL Asset Purchase Agreement provided for the purchase by TSYS Card Tech Services LTD (Cyprus) of all property, rights and assets owned by CTSL and used or enjoyed in the CTL Business at closing for a purchase price of approximately $21.0 million.

CTL Asset Sale Agreement

On July 11, 2006, TSYS Card Tech Limited, a wholly owned subsidiary of TSYS, and CTL entered into an Asset Purchase Agreement (the “CTL Asset Purchase Agreement”). The CTL Asset Purchase Agreement provided for the purchase by TSYS Card Tech Limited of all property, rights and assets owned by CTL and used or enjoyed in the CTL Business at closing for a purchase price of $7.5 million.

CTML Share Purchase Agreement

On July 11, 2006, TSYS Card Tech Services Limited (Cyprus), a wholly owned subsidiary of TSYS, and CTSL entered into a Share Purchase Agreement (the “CTML Share Purchase Agreement”). Pursuant to the CTML Share Purchase Agreement, TSYS Card Tech Services Limited (Cyprus) acquired all of the outstanding shares of stock of CTML for an aggregate purchase price of $5.0 million.

Deed of Warranty

On July 11, 2006, each of the parties to the Acquisition Agreements described above entered into a Deed of Warranty (the “Deed of Warranty”). The Deed of Warranty contains provisions relating to adjustments to the aggregate purchase price and the calculation of working capital of the CTL Business at closing. The Deed of Warranty also contains provisions relating to the indemnity obligations of the sellers as well as escrow arrangements.

Each of the Acquisition Agreements described above contain customary representations, warranties and covenants, including non-compete provisions in favor of each of the TSYS acquiring entities.

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	The foregoing description of the Acquisition Agreements is qualified in its entirety by reference to the full text of the Acquisition Agreements, each of which is filed as an exhibit hereto and incorporated by reference herein. TSYS shall furnish supplementally a copy of any omitted schedule to the Commission upon request.
Item 7.01	Regulation FD Disclosure. See Item 1.01 above
Item 9.01	Financial Statements and Exhibits.
	(d)	Exhibits
	Exhibit No.	Description
	2.1	CTRL Share Purchase Agreement
	2.2	CTSL Asset Sale Agreement
	2.3	CTL Asset Sale Agreement
	2.4	CTML Share Purchase Agreement
	2.5	Deed of Warranty
	99.1	TSYS’ press release dated July 11, 2006 in connection with the Acquisitions

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Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, TSYS has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TOTAL SYSTEM SERVICES, INC. (“TSYS”)
Dated: July 11, 2006	By:/s/ Kathleen Moates Kathleen Moates Senior Deputy General Counsel

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EX-2.1

Exhibit 2.1

EXECUTION COPY

11 July 2006

AGREEMENT

FOR THE SALE AND PURCHASE OF SHARES IN

CARD TECH RESEARCH LIMITED

between

JAFFAR AGHA-JAFFAR

BASHAR CHALABI

and

TSYS CARD TECH HOLDING LIMITED

TABLE OF CONTENTS

Page

1	INTERPRETATION		1
2	SALE AND PURCHASE		3
3	CONSIDERATION		4
4	COMPLETION		4
5	POST-COMPLETION RESTRICTIONS ON EACH SELLER’S BUSINESS
	ACTIVITIES		6
6	ANNOUNCEMENTS		8
7	ASSIGNMENT		8
8	RIGHTS OF THIRD PARTIES		8
9	ENTIRE AGREEMENT AND VARIATION		8
10	WAIVER		9
11	CUMULATIVE RIGHTS AND REMEDIES		9
12	EFFECTIVE COMPLETION		9
13	SET OFF		9
14	COSTS		9
15	COUNTERPARTS		9
16	NOTICES	10
17	GOVERNING LAW	11
18	JURISDICTION	11

Schedule 1 Information about the Company

Schedule 2 Details of Sellers and their Shareholdings

Schedule 3 Real Property

Part 1 Freehold Properties

Part 2 Leasehold Properties

Part 3 Properties held on Licence

Part 4 Lettings

Schedule 4 Intellectual Property Rights of CTRL

Schedule 5 Intellectual Property Licences

Schedule 6 Deed of Confirmation regarding Indebtedness

THIS AGREEMENT is made on 11 July 2006 between the following parties:

(1) JAFFAR AGHA-JAFFAR, of Twin Gates, 4 Grenville Close, Cobham, Surrey KT11 2JL (“Jaffar”);

(2) BASHAR CHALABI, 25 Chiddingstone Street, London SW6 3TQ (“Bashar”);
(each a “Seller” and collectively the “Sellers”); and

(3) TSYS CARD TECH HOLDING LIMITED a company incorporated in England and Wales (registered number 5823739) whose registered office is at Fulford Moor House, Fulford Road, York, YO10 4EY (the “Buyer”).

RECITALS

The Sellers are the beneficial owners of the CTRL Shares and have agreed to sell and the Buyer has agreed to buy the CTRL Shares for the consideration and upon the terms and subject to the conditions set out in this Agreement and the Deed of Warranty.

IT IS AGREED as follows:

 

1 INTERPRETATION

1.1 In this Agreement, save as set out below, expressions defined in the Deed of Warranty shall have the meanings ascribed thereto in the Deed of Warranty:

“Auditors”	means Grunberg & Co;
“Company”	means Card Tech Research Ltd., a company incorporated in England and Wales with registered number 2522710;
“Competing Business”	means any business effecting the processing, licensing, development or support of card management and support systems similar to that operated by the Company at Completion;
“Completion”	means completion of the sale and purchase of the CTRL Shares in accordance with Clause 4 of this Agreement;
“Completion Date”	means the date of this Agreement;
“CTRLBuy-out Agreements”	means all agreements and other documents relating to the purchase of any of the CTRL Shares in each case by any of the Sellers from the Previous Shareholders;
“CTRL Purchase Price”	shall have the meaning given in Clause 3.1;

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“CTRL Shares”	means the entire issued share capital of the Company;
“Deed of Warranty”	means the agreement entered into on today’s date between, amongst others, the Sellers, Card Tech Limited, Card Tech Services Limited and the Buyer relating, inter alia, to this Agreement;
“Employees”	means the persons employed by the Company on the Completion Date;
“Employment Regulations”	means the Transfer of Undertakings (Protection of Employment) Regulations 1981 or 2006 or equivalent legislation;
“Previous Shareholders”	means Raad Chalabi, Leila Osseiran, Mohammed Al-Bassam and any other person other than the Sellers who prior to the completion of the purchase of the CTRL Shares (other than such of the CTRL Shares which at such date were already legally and beneficially owned by the Sellers) pursuant to the CTRL Buy-out Agreements was the legal or beneficial owner of any CTRL Shares.

1.2 In this Agreement:

1.2.1 references to a “person” include an individual, body corporate (wherever incorporated), unincorporated association, trust or partnership (whether or not having separate legal personality), government, state or agency of a state, or two or more of the foregoing;

1.2.2 references to a clause or schedule are to a clause or schedule of this Agreement, and references to this Agreement include the schedules;

1.2.3 the headings in this Agreement do not affect its construction or interpretation;

1.2.4 references to a statute or a statutory provision include references to such statute or provision as amended or re-enacted whether before or after the date of this Agreement and include all subordinate legislation made under the relevant statute whether before or after the date of this Agreement save where that amendment or re-enactment will extend or increase the liability on any party under this Agreement;

1.2.5 a reference to a document is a reference to that document as amended or modified from time to time in writing by the mutual consent of the parties;

1.2.6 references to writing shall be deemed to include any modes of reproducing words in a legible or non-transitory form;

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1.2.7 the singular includes the plural and vice versa and any gender includes any other gender;

1.2.8 references to an English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any other legal concept shall, in respect of any jurisdiction other than England, be deemed to include the legal concept which most nearly approximates in that legal jurisdiction to the English legal term;

1.2.9 the “winding-up”, “dissolution” or “Administration” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business, including proceedings whereby liquidation, winding-up, reorganization, dissolution, administration, arrangement, adjustment, protection or debtor’s relief is sought;

1.2.10 all obligations of the Sellers under this Agreement, including any liability in respect of any Claims or any other breach of this Agreement, are joint and several; and

1.2.11 references to “indemnify” and “indemnifying” any person against any liability or circumstance include indemnifying him and keeping him harmless from all actions, claims, demands and proceedings from time to time made against that person and all losses, damages, payments, costs and expenses (including legal costs and expenses on a full indemnity basis) made, suffered or incurred by that person as a consequence of or which would not have arisen but for that liability or circumstance and where any payment made under any indemnity is subject to any Tax or cost or expense which would not have been incurred by the payee but for the payment, it shall be increased by such amount as is necessary to ensure that the payee receives the same net amount as it would have received had the payment not been subject to such Tax, cost or expense save that the payee shall use reasonable endeavours to mitigate any such Tax, cost or expense.

2 SALE AND PURCHASE

2.1 Immediately prior to the signature of this Agreement the Sellers pursuant to and in accordance with the CTRL Buy-out Agreements acquired the legal and beneficial ownership of all the CTRL Shares from the Previous Shareholders other than such of the CTRL Shares which at the date hereof were already legally and beneficially owned by the Sellers.

2.2 Each Seller shall sell with full title guarantee and free from any Encumbrance the CTRL Shares set out opposite his name in Schedule 2 and the Buyer shall buy all of the CTRL Shares, with all rights attaching to the CTRL Shares as at or after the date of this Agreement.

2.3 Each Seller waives and agrees to procure the waiver of any restrictions on transfer (including pre-emption rights) which may exist in relation to the CTRL Shares under the articles of association of the Company or otherwise.

2.4 Upon Completion each Seller shall be deemed to have given to the Buyer the same covenants in relation to the sale of the CTRL Shares as are implied by Part I of the

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Law of Property (Miscellaneous Provisions) Act 1994 where a disposition is expressed to be made with full title guarantee except that section 6(2) of such Act shall be excluded and section 3(1) of such Act shall apply as if the words “other than” to the end of the sub-section were deleted therefrom.

3 CONSIDERATION

3.1 The total consideration for the purchase of the CTRL Shares shall be satisfied by the payment at Completion to the Sellers of the sum of US$ 21.0 million (the “CTRLPurchase Price”) to be apportioned equally between the Shares.

3.2 The CTRL Purchase Price may be subject to adjustment after Completion pursuant to any adjustment arising as a result of the amount of the Working Capital of the Company at Completion as shown in the Statement of Working Capital differing from the amount of the Working Capital of the Company at Completion as shown in the Estimated Statement of Working Capital of the Company. Any such adjustment shall be made pursuant to and in accordance with Clause 3 of the Deed of Warranty.

3.3 Any payment made by the Sellers to the Buyer under any representations, warranties or undertakings in this Agreement or the Deed of Warranty or for any claim for breach of this Agreement or Warranty or giving rise to a Claim shall be treated as a reduction in the amount of the CTRL Purchase Price.

4 COMPLETION

4.1 Completion shall take place at the offices of the Buyer’s Solicitors immediately after signature of this Agreement.

4.2 At Completion, each Seller shall deliver or procure the delivery to the Buyer or the Buyer’s Solicitors of the following:

4.2.1 all CTRL Buy-out Agreements in a form acceptable to the Buyer acting reasonably together with the irrevocable powers of attorney in favour of the Sellers or the Sellers’ nominee(s) to exercise each Previous Shareholders’ rights as a shareholder of the Company pending stamping and registration of the transfers referred to in the CTRL Buyout Agreements.

4.2.2 evidence satisfactory to the Buyer that the CTRL Buy-out Agreements have been completed in all respects;

4.2.3 the undertaking in the Agreed Form from Gide Loyrette Nouel in respect of the stamping of the stock transfer forms in respect of the transfer of shares in the Company from the Previous Shareholders to the Sellers;

4.2.4 duly executed transfers of all CTRL Shares in favour of the Buyer or the Buyer’s nominee(s) and the relevant share certificates and any power of attorney under which any such transfer is executed on behalf of each Seller;

4.2.5 a waiver in the Agreed Form, executed as a deed by each Seller, of any pre-emption or other rights which it has, under the articles of association of the Company or otherwise, and any other documents or consents necessary to enable the Buyer or its nominee(s) to be registered as the holder of all CTRL Shares;

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4.2.6 an executed irrevocable power of attorney in favour of the Buyer or the Buyer’s nominee(s) empowering the Buyer or its nominee(s) to exercise each Seller’s rights as a shareholder of the Company pending stamping and registration of the transfer(s) referred to in 4.2.4;

4.2.7 the certificate of incorporation (including any certificate on change of name), of the Company, each register minute and other book required to be kept by the Company complete up to (but not including) Completion, and the common seal (if any) of the Company;

4.2.8 a confirmation executed by each Seller, in form attached as Schedule 6.

4.2.9 resignation letters in the Agreed Form signed by each director and the secretary of the Company acknowledging that each has no claim against the Company in respect of breach of contract, compensation for loss of office, redundancy or unfair dismissal or on any other grounds whatsoever;

4.2.10 a copy of a letter of resignation in the Agreed Form from the auditors of the Company, acknowledging that they have no claim against the Company, and containing a statement pursuant to section 394(1) of the Companies Act that there are no circumstances connected with their ceasing to hold office which they consider should be brought to the attention of any members or creditors;

4.2.11 a certified copy of a resolution of the board of directors of the Company approving any agreement to be entered into by or document to be signed by or on behalf of the Company pursuant to this Agreement or the Deed of Warranty or as referred to in either such agreement and authorising the execution by each person executing a document on behalf of the Company, and the performance by the Company of all such agreements and documents.

4.3 At Completion, each Seller shall procure that the directors of the Company shall hold a board meeting at which:

4.3.1 the transfer of the CTRL Shares (subject to stamping) to the Buyer or its nominee(s) be approved for registration in the Company’s books;

4.3.2 such persons as the Buyer nominates be appointed as directors, secretary and auditors of the Company with effect from the close of the meeting;

4.3.3 the resignations of the directors and secretary referred to in Clause 4.2.8 be tendered and accepted so as to take effect from the close of the meeting;

4.3.4 the Company’s registered office be changed to Fulford Moor House, Fulford Road, York, YO10 4EY;

4.3.5 the existing bank mandates for each of the Company’s bank accounts be amended to include the specimen signatures of persons nominated by the Buyer and the secretary be instructed to notify the applicable banks of such amended mandates forthwith; and

4.4 At Completion, the Buyer shall:

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4.4.1 pay the CTRL Purchase Price by way of wire transfer to the accounts of the relevant Sellers as notified to the Buyer’s Solicitors by or on behalf of the Sellers by not later than 2 Business Days prior to Completion; and

4.4.2 deliver or procure the delivery to the Sellers of a certified copy of a resolution of the Buyer’s board of directors approving any agreement to be entered into by or document to be signed by or on behalf of the Buyer or pursuant to this Agreement or the Deed of Warranty or as referred to in either such agreement authorising the execution by each person executing a document on the Buyer’s behalf, and the performance by the Buyer of this Agreement and any such agreements or documents.

4.5 The Buyer shall not be obliged to complete this Agreement until each of the Sellers complies fully with the requirements of Clauses 4.2 and 4.3 and the Sellers shall not be obliged to complete this Agreement until the Buyer complies fully with the requirements of Clause 4.4.

4.6 If the requirements of Clauses 4.2 and 4.3 or 4.4 are not complied with on the Completion Date, the Buyer in the case of failure by the Sellers to comply with Clauses 4.2 and 4.3 or the Sellers in the case of failure by the Buyer to comply with Clause 4.4 may, without prejudice to any other rights or remedies which it or they may have:

4.6.1 defer Completion to a date not more than 20 Business Days after that date (in which case this Clause shall apply to Completion as so deferred); or

4.6.2 terminate this Agreement.

4.7 The Buyer shall not be obliged to complete the sale and purchase of any of the CTRL Shares unless the sale and purchase of all the CTRL Shares is completed simultaneously.

4.8 Following Completion, the Sellers shall on being required to do so by the Buyer do or execute or procure the doing or executing of all acts and documents necessary to vest in the Buyer the full benefit of the Shares.

5 POST-COMPLETION RESTRICTIONS ON EACH SELLER'S BUSINESS ACTIVITIES

5.1 Each Seller shall not either alone or in conjunction with or on behalf of any other person, do any of the following activities without the prior written consent of the Buyer:

5.1.1 carry on or be engaged by or be interested in any Competing Business for a period of 24 months from the Completion Date;

5.1.2 use for any purposes any company name, trade or business name, domain name or distinctive mark, style or logo used by the Company at any time during the 2 years up to and including Completion or any confusingly similar words, names, marks, styles or logos or any words, names, marks, styles or logos which might suggest a connection with the Company;

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5.1.3 for a period of 24 months from the Completion Date solicit, entice away from or approach in competition with the Company or attempt to solicit, entice away from or approach in competition with the Company any person employed by the Company at any time before the Completion Date in a managerial, supervisory, programming, technical or sales capacity or any consultant to the Company (whether or not such person would commit any breach of his contract of employment or engagement by reason of leaving the service of the Company); or

5.1.4 for a period of 24 months from the Completion Date solicit, entice away from or approach in competition with the Company or attempt to solicit, entice away from or approach in competition with the Company any person who:

(a) was provided with goods or services by the Company, or provided goods or services to the Company, at any time during the 2 years up to and including Completion; or

(b) to such Seller’s knowledge was negotiating with the Company for the supply of goods or services by or to the Company at any time during the 12 months up to and including Completion; or

5.1.5 deliberately act in a manner harmful to the goodwill of the Company (as subsisting at the date of this Agreement) or deliberately omit to act where the consequence of such omission is likely to be harmful to the goodwill of the Company (as subsisting at the date of this Agreement) in each case which is likely to have an adverse effect on the trading relationship with such persons as are referred to in Clause 5.1.4 to the detriment of the Company.

5.2 Each Seller shall not use or disclose any Confidential Information, other than as required by law or a regulatory body to which they are subject.

5.3 The Sellers undertake not to amend, terminate or grant any waiver or indulgence to any Previous Shareholder or their respective Affiliates of any provision of any CTRL Buy-out Agreement and in particular, but without limitation, to use their best endeavours to enforce the provisions of Clause 7 of any CTRL Buy-out Agreement promptly upon becoming aware of any breach thereof and subject to the Buyer indemnifying the Sellers for all reasonable costs in relation thereto allow the Buyer the exclusive conduct of any action to enforce such provisions.

5.4 The undertakings given by each Seller in this Clause 5 are given to the Buyer for itself and as agent and trustee for the Company.

5.5 Each Seller shall and on being reasonably required to do so by the Buyer now or at any time in the future, do or execute or procure the doing or executing of all acts and documents necessary to implement this Clause 5.

5.6 Each of the restrictions in this Clause 5 are considered by the parties to be reasonable for the legitimate protection of the business and goodwill of the Company but each of them is separate and severable and if a restriction in this Clause 5 is held to be illegal, invalid or unenforceable, in whole or in part, that restriction shall be ineffective to the extent of such illegality, invalidity or unenforceability without rendering illegal,

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invalid or unenforceable the remaining restrictions which will continue to bind each Seller.

6 ANNOUNCEMENTS

6.1 Subject to Clause 6.2, no announcement or public statement concerning the existence, subject matter or any term of this Agreement shall be made by or on behalf of any party without the prior written approval of the other parties, such approval not to be unreasonably withheld or delayed.

6.2 This Clause 6 shall not apply to any announcement or public statement by any party required by law, or the rules of any regulatory or governmental body to which such party is subject, including the rules of a recognised investment exchange (as defined in the and designated as such pursuant to Financial Services and Markets Act 2000) or any stock exchange on which any securities of the relevant party are listed, in which case the party concerned shall make all reasonable attempts to agree the contents of such announcement or statement with the other party before it is made.

6.3 The Buyer and each Seller shall as soon as practicable after Completion procure that a joint announcement of the sale and purchase of the CTRL Shares is made to the customer and suppliers of the Company in the Agreed Form.

7 ASSIGNMENT

7.1 This Agreement shall be binding upon and enure for the benefit of the successors of the parties but shall not be assignable, save that the Buyer may at any time assign all or any part of its rights and benefits under this Agreement and any agreement referred to herein, including the Deed of Warranty and any other indemnities, undertakings and obligations given or undertaken by the Sellers and any cause of action arising under or in respect of any of them, provided such assignment is in connection with the transfer of all of the CTRL Shares to any member of the Buyer’s Group. Every such assignee shall be entitled to enforce the benefits conferred upon it by such assignment and this Clause 7 directly against each Seller as permitted by the Contracts (Rights of Third Parties) Act 1999 and for that purpose each such assignee shall be entitled to the benefit of and be subject to all the provisions of this Agreement in any way relevant to the rights assigned to it and conferred upon it by this Clause 7.

8 RIGHTS OF THIRD PARTIES

Except as provided in Clause 7 or as provided in the Deed of Warranty, a person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from such Act.

9 ENTIRE AGREEMENT AND VARIATION

9.1 This Agreement and the Deed of Warranty and the documents referred to in either of them, constitutes the entire agreement between the parties and supersedes and replaces any previous agreement, understanding, undertaking, representation,

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warranty and arrangement of any nature whatsoever between the parties in relation to the subject matter of this Agreement.

9.2 Nothing in this Agreement shall have the effect of limiting or restricting any liability of the Sellers arising as a result of fraud, deliberate non-disclosure or wilful concealment.

9.3 Any variation of this Agreement must be in writing and signed by each party or, in the case of a body corporate, a duly authorised officer or representative of such party.

10 WAIVER

A delay in exercising, or failure to exercise, any right or remedy under this Agreement does not constitute a waiver of such right or remedy or other rights or remedies nor shall either operate so as to bar the exercise or enforcement thereof.

11 CUMULATIVE RIGHTS AND REMEDIES

11.1 Except where this Agreement expressly provides otherwise, the rights, powers and remedies provided in this Agreement are cumulative and not exclusive of any rights and remedies provided by law and no single or partial exercise of any right or remedy under this Agreement or provided by law shall hinder or prevent further exercise of such or other rights or remedies.

12 EFFECT OF COMPLETION

Except to the extent that they have been performed and except where the Agreement provides otherwise, the warranties, representations, indemnities and obligations contained in this Agreement or the Deed of Warranty remain in force after Completion.

13 SET OFF

No set off or counterclaim in respect of any payment due under this Agreement shall be permitted unless specified in this Agreement or the Deed of Warranty.

14 COSTS

Save as otherwise expressly stated in this Agreement, each party shall pay its own costs in connection with the negotiation, preparation and implementation of this Agreement and all agreements ancillary to it.

15 COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which when executed and delivered constitutes an original of this Agreement, but all the counterparts shall together constitute one and the same agreement. No counterpart shall be effective until each party has executed at least one counterpart.

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16 NOTICES

16.1 A notice or other communication given under this Agreement shall be in writing and shall be served by delivering it to the party due to receive it at the address set out in this Clause 16 and shall be deemed to have been delivered in accordance with this Clause 16.

16.2 The parties’ addresses and fax numbers where applicable for the purposes of this Agreement are:

TSYS Card Tech Holding Limited,

Fulford Moor House,

Fulford Road,

York, YO10 4EY

For the attention of : David Chew, Director

Fax number: +44 (0)19 014 562 074

Jaffar Agha-Jaffar

Twin Gates,

4 Grenville Close,

Cobham,

Surrey, KT11 2JL

Bashar Chalabi

25 Chiddingstone Street,

London, SW6 3TQ

or such other address or fax number as the relevant party notifies to the other parties, which change of address shall only take effect if delivered and received in accordance with this Clause.

16.3 A notice so addressed shall be deemed to have been received:

16.3.1 if personally delivered, at the time delivery;

16.3.2 if sent by pre-paid first class post, recorded delivery or registered post, two Business Days after the date of posting to the relevant address;

16.3.3 if sent by registered air-mail, five Business days after the date of posting to the relevant address; and

16.3.4 if sent by fax, on successful completion of its transmission as per a transmission report from the machine from which the fax was sent, save that if such notice of communication is received after the end of normal working hours (and “normal working hours” shall be deemed to be 8.30 am to 5.30 pm on any Business Day in the country of the recipient), such notice or communication shall be deemed to have been received on the next Business Day.

16.4 For the avoidance of doubt, notice given under this Agreement shall not be validly served if sent by electronic mail.

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17 GOVERNING LAW

This Agreement is governed by, and shall be construed in accordance with, English law.

18 JURISDICTION

The parties irrevocably agree that the courts of England have exclusive jurisdiction to decide and to settle any dispute or claim arising out of or in connection with this Agreement (“Proceedings”).

19 SERVICE OF PROCESS

19.1 The parties agree that if a party ceases to be registered in England (in the case of a company) or ceases to be resident in England (in the case of an individual) such party shall, prior thereto appoint a process agent. Accordingly, Proceedings may be served on the relevant party at the address as referred to in Clause 16 or if such party is not registered or resident (as the case may be) in England by being served on such party’s appointed process agent pursuant to Clause 19.

19.2 The relevant party shall appoint a process agent as soon as reasonably practicable and in any event not later than the date upon which such party ceases to be registered or resident in England or not later than 10 Business Days after of a then existing appointment of a process agent ceasing to be effective or such process agent for any reason ceasing to act as process agent for the relevant party and failing which the party who may wish to serve Proceedings on the relevant party may appoint a new or replacement process agent (as the case may be) to accept service of process on behalf of the relevant party by notice to that party. This Clause does not affect the right to serve process in any other manner permitted by law.

SIGNED BY THE PARTIES OR THEIR DULY AUTHORISED REPRESENTATIVES.

EXECUTED by the parties:

Signed by JBASHAR CHALABI	)
as attorney for and on behalf of	)
JAFFAR AGHA-JAFFAR	)

/s/Bashar Chalabi Signature

Signed by BASHAR CHALABI	)
	)
	)

/s/Bashar Chalabi Signature

Signed by BRUCE L. BACON	)
as attorney for and on behalf of	)
TSYS CARD TECH HOLDING LIMITED	)

/s/Bruce Bacon Signature

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EX-2.2

Exhibit 2.2

EXECUTION COPY

11 July 2006

AGREEMENT

FOR THE SALE AND PURCHASE OF

THE PROCESSING, LICENSING, DEVELOPMENT

AND SUPPORT BUSINESS

OF

CTL CARD TECH SERVICES LIMITED

between

CTL CARD TECH SERVICES LIMITED

and

TSYS CARD TECH SERVICES LIMITED

TABLE OF CONTENTS

		Page
1.	INTERPRETATION			1
2.	SALE AND PURCHASE			8
3.	ASSSUMED LIABILITIES			9
4.	EXCLUDED ASSETS AND LIABILITIES			9
5.	CONSIDERATION		11
6.	VAT		11
7.	DUBAI BRANCH		12
8.	COMPLETION		14
9.	PASSING OF TITLE AND RISK IN THE ASSETS AND THIRD PARTY
	CONSENTS		16

10.	PERFORMANCE OF CONTRACTS	17
11.	REIMBURSEMENT AND APPORTIONMENT OF CONTRACTUAL
	PAYMENTS AND PERIODIC OUTGOINGS	18

12.	PAYABLES AND RECEIVABLES	19
13.	EMPLOYEES	20
14.	CTSL PROPERTIES	20
15.	ACTION AFTER COMPLETION	20
16.	POST-COMPLETION RESTRICTIONS ON THE SELLER’S BUSINESS
	ACTIVITIES	21

17.	ANNOUNCEMENTS	22
18.	ASSIGNMENT	23
19.	RIGHTS OF THIRD PARTIES	23
20.	ENTIRE AGREEMENT AND VARIATION	23
21.	WAIVER	24
22.	CUMULATIVE RIGHTS AND REMEDIES	24
23.	EFFECTS OF COMPLETION	24
24.	SET-OFF	24
25.	COSTS	24
26.	COUNTERPARTS	24
27.	NOTICES	24
28.	GOVERNING LAW	25
29.	JURISDICTION	25
30.	SERVICES OF PROCESS	25

Schedule 1 Contracts

Schedule 2 Liabilities

Schedule 3 Intellectual Property of CTSL

Schedule 4 CTSL Intellectual Property Licences

Schedule 5 Agreed Form Intellectual Property Assignment Unregistered IP Assignment

Schedule 6 Employees

Schedule 7 Real Property

Schedule 8 Web Sites

Schedule 9 Agreed Form Letters

THIS AGREEMENT is made on 11 July 2006 between the following parties:

(1) CTL CARD TECH SERVICES LIMITED, a company incorporated in Cyprus (registered number 42004), whose registered office is at Neoptolemou, 6, Nicosia, Cyprus (the “Seller”); and

(2) TSYS CARD TECH SERVICES LIMITED, a company incorporated in Cyprus (registered number 151307, whose registered office is at 90 Archbishop Makarios III, P.C. 1660, Nicosia, Cyprus (the “Buyer”).

RECITALS

The Seller carries on the CTSL Business as a going concern and has agreed to sell the CTSL Business to the Buyer and the Buyer has agreed to buy the CTSL Business for the consideration and upon the terms and subject to the conditions set out in this Agreement and the Deed of Warranty.

IT IS AGREED as follows:

1. INTERPRETATION

In this Agreement, save as set out below, expressions defined in the Deed of Warranty shall have the meanings ascribed thereto in the Deed of Warranty:

“Assets”	means all property, assets and rights of the CTSL Business agreed to be sold and purchased under this Agreement including, without limitation, the Contracts and excluding the Excluded Assets;
“Assumed Liabilities”	means the liabilities or obligations listed or described in Clause 3;
“Business Rights”	means the benefit of all rights, entitlements or claims to which the CTSL Business is entitled arising directly or indirectly out of or in connection with the operation of the CTSL Business (including as arising under any warranty, condition, guarantee, indemnity, contract, agreement or policy of insurance) other than, for the avoidance of doubt, any rights, entitlements or claims of the Seller arising from or in connection with this Agreement or the Deed of Warranty and “Business Right” shall mean the benefit of any of them;

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“Cash”	means cash or cash equivalents in hand, or in a bank account, or credited to any bank account, including all interest accrued thereon;
“Competing Business”	means any business of processing, licensing, development and support of card management systems to the banking and financial services industry similar to that of the CTSL Business operated by the Seller at Completion;
“Completion”	means completion of the sale and purchase of the CTSL Business in accordance with Clause 8 of this Agreement;
“Completion Date”	means the date of this Agreement;
“Consultants”	means the consultants who provide consultancy services to the Seller at the date of this Agreement and whose names are listed at Part C of Schedule 6;
“Contracts”	means all contracts and other commitments of the Seller relating wholly or partly to the CTSL Business wholly or partly unperformed at the Effective Time including, without limitation, customer and supplier contracts, Computer Contracts, consultants contracts, distribution agreements, the CTSL Intellectual Property Licences In, CTSL Intellectual Property Licences Out, any agreements relating to any CTSL Property (all such Contracts, other than the CTSL Intellectual Property Licences In, CTSL Intellectual Property Licences Out and agreements relating to any CTSL Property, being set out in Schedule 1);
“CTSL Buy-out Agreements”	means all agreements and other documents relating to the purchase of the entire issued share capital of the Seller by any of Jaffar Agha-Jaffar and Bashar Chalabi from any of the Previous Shareholders;
“CTSL Purchase Price”	has the meaning given in Clause 5.1;

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“CTSL Shares”	means the entire issued share capital of the Seller;
“Customer Prepayments”	means any payments, prepayments or deposits made by any customer of the CTSL Business prior to the Effective Time in relation to any Contracts in respect of the period after the Effective Time;
“Deed of Warranty”	means the agreement entered into on today’s date between, amongst others, Jaffar Agha-Jaffar, Bashar Chalabi, the Seller, CTL Limited and the Buyer relating, inter alia, to this Agreement;
“Deficiency Debt”	means any liability of the Seller under section 75 or section 75A of the Pensions Act 1995 prior to the Effective Date or such equivalent legislation as is applicable;
“Discrimination Claim”	means any claim brought by any Employee relating to the exclusion from, a limitation of benefits under, any pension plan offered to any such employees of the Seller prior to the Effective Date (whether or not including the Employees) on the grounds of (directly or indirectly) sex, race, religion, age, sexual orientation, disability, part-time or fixed-time status;
“Dubai Assets”	means such of the Assets which comprise the Dubai Business;
“Dubai Branch”	means the Dubai branch of CTSL operated from Mazaya Center;

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“Dubai Business”	means all such parts of the CTSL Business to be sold by the Seller and purchased by the Buyer and which are located in, operated from or otherwise directly related to the Dubai Branch or effected by any of the Dubai Employees
“Dubai Employees”	means such of the Employees who are engaged in the Dubai Business and are located at or carry out their duties from the Dubai Branch, in each case as shown in Part B of Schedule 6;
“Effective Time”	means 23:59 on the Business Day before Completion Date;
“Employees”	means all persons who, at the Effective Time, are employed by the Seller in connection with the CTSL Business and who are listed at Part A of Schedule 6;
“Employment Costs”	means each and every cost incurred by an employer in respect of the employment of an Employee;
“Employment Regulations”	means in respect of Cyprus LAW 104(I)/2000 for the Protection of the Rights of Employees in case of Transfer of Business, Installations or Business Departments, or any other legislation enacted under EC Council Directive 2001/23;
“Equipment”	means all equipment and fixtures and fittings owned by the Seller and used in connection with the CTSL Business and leasehold improvements to the Properties at the Effective Time but excluding the landlords’ fixtures and fittings;
“Excluded Asset”	means the property, assets and rights of the CTSL Business listed or described in Clause 4;

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“Excluded Liabilities”	means all debts, liabilities or obligations of any nature whatsoever, and, whether actual or contingent, relating to the CTSL Business and outstanding on or accrued at or due up to and including the Effective Time including, without limitation, those listed in Clause 4.2 but not including the Assumed Liabilities;
“Existing Employment Contract”	means any existing contract of employment with any Employee;
“Goodwill”	means the goodwill of the CTSL Business and the exclusive right of the Buyer to use the names “Card Tech”, “CTL” and “CTSL” and to represent itself as carrying on the CTSL Business in succession to the Seller after the Effective Time;
“Indebtedness”	means any obligation for the payment or repayment of borrowed money, whether present or future, actual or contingent, sole or joint;
“Payables”	means all amounts owed by the Seller at the Effective Time in connection with the CTSL Business to or in respect of trade and other creditors and accrued charges in respect thereof including without limitation in respect of goods and services provided to the CTSL Business up to the Effective Time, but not including liabilities for value added tax or Taxation on profits or chargeable gains;
“Periodic Outgoings”	means all periodic expenses and amounts payable in relation to the CTSL Business including rents, rates, service charges, insurance premiums, gas, water, electricity and telephone charges, royalties and salaries and other such periodic outgoings (excluding, for the avoidance of doubt, Payables);
“Permitted Encumbrances”	shall have the meaning ascribed thereto in the Deed of Warranty;

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“Previous Shareholders”	means Raad Chalabi and Mohammed Al-Bassam any other person other than Jaffar Agha Jaffar and Bashar Chalabi who prior to the completion of the purchase of the entire issued share capital of the Seller pursuant to the CTSL Buy-out Agreements was the legal or beneficial owner of any shares in the Seller;
“Receivables”	means all amounts owed to the Seller at the Effective Time (and whether or not yet invoiced or due and payable at that time) in connection with the CTSL Business from or in respect of trade and other debtors and including without limitation in respect of goods and services provided by the CTSL Business up to the Effective Time but not including Customer Prepayments;
“Records”	means all the books and records of the Seller relating to the CTSL Business which relate to any of the Assets or any of the Assumed Liabilities including lists of customers and books of account, ledgers and invoices in relation thereto;
“Seller Prepayments”	means prepayments that the Seller has made prior to the Effective Time in relation to Periodic Outgoings and Contracts in respect of the period after the Effective Time;
“Seller’s Group”	means the Seller, or any company which is, on or at any time after the date of this Agreement, a subsidiary or holding company of the Seller or a subsidiary of a holding company of the Seller and any Affiliate of any of the same;
“Third Party Consents”	means all consents, licences, approvals, permits, authorisations or waivers required from third parties in respect of the conveyance, transfer, assignment or novation or underletting in favour of the Buyer of any of the Assets in terms satisfactory to the Buyer;

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“Transferred Right”	means the right of any Employee to claim benefits (in the form of a pension for life or a lump sum but excluding invalidity or death in service benefits) which are due to commence on being made redundant or otherwise leaving the employment of the Buyer;
“Unregistered Intellectual Property Assignment”	means the Agreed Form assignment attached at Schedule 5 of unregistered intellectual property included in the Intellectual Property of CTSL; and
“VAT”	means value added tax charged under or pursuant to the Value Added Tax Law or the Sixth Council Directive and any other tax of a similar nature in any other relevant jurisdiction;

In this Agreement:

1.1.1 references to a “person” include an individual, body corporate (wherever incorporated), unincorporated association, trust or partnership (whether or not having separate legal personality), government, state or agency of a state, or two or more of the foregoing;

1.1.2 references to a clause or schedule are to a clause or schedule of this Agreement, and references to this Agreement include the schedules;

1.1.3 the headings in this Agreement do not affect its construction or interpretation;

1.1.4 references to a statute or a statutory provision include references to such statute or provision as amended or re-enacted whether before or after the date of this Agreement and include all subordinate legislation made under the relevant statute whether before or after the date of this Agreement save where that amendment or re-enactment will extend or increase the liability on any party under this Agreement;

1.1.5 a reference to a document is a reference to that document as amended or modified from time to time in writing by the mutual consent of the parties;

1.1.6 references to writing shall be deemed to include any modes of reproducing words in a legible or non-transitory form;

1.1.7 the singular includes the plural and vice versa and any gender includes any other gender;

1.1.8 the “winding up”, “dissolution” or “administration” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or

7

corporation carries on business, including proceedings whereby liquidation, winding up, reorganisation, dissolution, administration, arrangement, adjustment, protection or debtor’s relief is sought;

1.1.9 references to an English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any other legal concept shall, in respect of any jurisdiction other than England, be deemed to include the legal concept which most nearly approximates in that legal jurisdiction to the English legal term;

1.1.10 references to “indemnify” and “indemnifying” any person against any liability or circumstance include indemnifying him and keeping him harmless from all actions, claims, demands and proceedings from time to time made against that person and all losses, damages, payments, costs and expenses (including legal costs and expenses on a full indemnity basis) made, suffered or incurred by that person as a consequence of or which would not have arisen but for that liability or circumstance and where any payment made under any indemnity is subject to any Tax or cost or expense which would not have been incurred by the payee but for the payment, it shall be increased by such amount as is necessary to ensure that the payee receives the same net amount as it would have received had the payment not been subject to such Tax, cost or expense save that the payee shall use reasonable endeavours to mitigate any such Tax, cost or expense.

2. SALE AND PURCHASE

2.1 The Seller shall sell with full title guarantee and transfer with the benefit of the representations, warranties and undertakings in this Agreement and in the Deed of Warranty and free from any Encumbrance and any other right exercisable by third parties other than the Permitted Encumbrances and the Buyer shall buy, with effect from the Effective Time, the CTSL Business as a going concern together with the Assets which are listed below:

2.1.1 the Business Rights subject in all cases to Clause 4;

2.1.2 the benefit (subject to the burden) of the Contracts;

2.1.3 the Equipment;

2.1.4 the Goodwill;

2.1.5 the Intellectual Property of CTSL;

2.1.6 the Computer System;

2.1.7 the Records;

2.1.8 the CTSL Properties including the benefit (subject to the burden) of the Licences;

2.1.9 the Cash shown in the Estimated Statement of Working Capital;

8

2.1.10 the Receivables shown in the Estimated Statement of Working Capital;

2.1.11 the Customer Prepayments and Seller Prepayments to the extent they are apportioned to the Buyer in the Estimated Statement of Working Capital;

2.1.12 the exclusive right to use the “CTSL”, “CTL” and “Card Tech” names in relation to the CTSL Business; and

2.1.13 all other property, rights and assets owned by the Seller and used, enjoyed or exercised or intended to be used, enjoyed or exercised in the CTSL Business at the Effective Time.

3. ASSUMED LIABILITIES

3.1 Effective from the Completion Date, the Buyer shall in reliance on the representations warranties and undertakings in this Agreement and in the Deed of Warranty assume and agree to pay, discharge or perform (as appropriate) the Assumed Liabilities listed below:

3.1.1 the Payables shown in the Estimated Statement of Working Capital;

3.1.2 subject to Clause 2.1.2, the burden of the Contracts but excluding any liability of the Seller relating to such Contracts in respect of any time up to the Effective Time;

3.1.3 the Periodic Outgoings, to the extent that they are apportioned to the Buyer in the Estimated Statement of Working Capital;

3.1.4 the liabilities listed in Schedule 2.

3.2 The Buyer hereby undertakes to the Seller that the Buyer will duly and properly perform, assume and pay and discharge when due, and indemnify and hold harmless the Seller against any Assumed Liabilities and any and all Costs incurred or suffered by the Seller in relation thereto.

3.3 The Buyer undertakes to the Seller that within a reasonable time on or after Completion it will deliver such documents, instruments or agreements or take such other action as the Seller may reasonably request in order to effect the release and discharge of the Seller in respect of any Assumed Liabilities and the substitution of the Buyer as the primary obligor in respect of such Assumed Liabilities.

4. EXCLUDED ASSETS AND LIABILITIES

4.1 The sale of the Assets and the CTSL Business to the Buyer shall not include the following Excluded Assets and Excluded Liabilities:

4.1.1 any assets of the Seller which are not used wholly or partly in the CTSL Business;

4.1.2 any shares, stock, loan capital, debentures or other securities of any body corporate or any unincorporated person, or any partnership interests held or

9

owned by, or in the name of, the Seller otherwise than pursuant to the CTL (Malaysia) Agreement;

4.1.3 any Customer Prepayments, Seller Prepayments and Periodic Outgoings, to the extent that they are apportioned to the Seller in the Estimated Statement of Working Capital and;

4.1.4 any Payables not shown in the Estimated Statement of Working Capital;

4.1.5 any contracts which are not Contracts save for the Business Rights.

4.2 Nothing in this Agreement shall transfer or be deemed to transfer to the Buyer any debts, liabilities or obligations of any nature whatsoever not specifically assumed by the Buyer pursuant to Clause 3, and for the avoidance of doubt such Excluded Liabilities and Excluded Assets shall include, without limitation:

4.2.1 Taxes relating to the CTSL Business with respect to any period prior to the Effective Time;

4.2.2 any debt, liability or obligation whatsoever pertaining to any Excluded Asset;

4.2.3 any liability of the Seller relating to any Contracts in respect of any time up to Effective Time;

4.2.4 any debt, liability or obligation whatsoever in respect of any contracts which are not Contracts, including, without limitation, liabilities in relation to the Insurance Policies maintained by the Seller in relation to the CTSL Business and the Assets;

4.2.5 any debt, liability or obligation whatsoever under or relating to any Pension Plan, whether or not such debt, liability or obligation arises prior to or after the Effective Time;

4.2.6 any debt, liability or obligation whatsoever relating to, resulting from or arising out of the operation of the CTSL Business prior to the Effective Time except as set out in Clause 3;

4.2.7 the Customer Prepayments, Seller Prepayments and Periodic Outgoings to the extent that they are apportioned to the Seller in the Estimated Statement of Working Capital; or

4.2.8 the Payables to the extent that they are apportioned to the Seller in the Estimated Statement of Working Capital;

4.3 The Seller hereby undertakes to the Buyer (for itself and on behalf of each of the Buyer’s Affiliates) that the Seller will duly and properly perform, assume and pay and discharge when due, and indemnify and hold harmless the Buyer and each of its Affiliates against, any Excluded Liabilities and any and all Costs incurred or suffered by the Buyer in relation thereto.

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5. CONSIDERATION

5.1 The total consideration for the purchase of the CTSL Business, including the Assets, shall be satisfied by the payment at Completion to the Seller of the sum of US$21.0 million (the “CTSLPurchase Price”).

5.2 The CTSL Purchase Price may be subject to adjustment after Completion pursuant to any adjustment arising as a result of the amount of Working Capital of the CTSL Business at the Effective Time as shown in the Statement of Working Capital differing from the amount of the Working Capital of the CTSL Business at the Effective Time as shown in the Estimated Statement of Working Capital of the CTSL Business. Any such adjustment shall be made pursuant to and in accordance with Clause 3 of the Deed of Warranty.

5.3 Any payment made by the Seller to the Buyer under any representations, warranties or undertakings in this Agreement or for any claim for breach of this Agreement shall be treated as a reduction in the CTSL Purchase Price.

6. VAT

6.1 The CTSL Purchase Price expressed to be payable under this Agreement is exclusive of any VAT.

6.2 The Seller warrants that the business carried on at Completion by the Company is a business in respect of which the company is entitled to recover all input tax (for VAT purposes) suffered by it.

6.3 The Seller and the Buyer intend that the present Clause 6 of this Agreement shall be governed by Cypriot Law on Value Added Tax matters, namely the Cyprus Value Added Tax Law 95 (I) 2000 as amended and the Cyprus Value Added Tax Regulations of 2001 as amended (hereinafter referred to collectively as “Cyprus Value Added Tax Law”).

6.4 The Seller and the Buyer intend that the CTSL Business shall be sold as a going concern for VAT purposes so that the sale is treated as neither a supply of goods nor a supply of services. The Seller and the Buyer shall procure that any notice required to be given in order for such sale to be treated as a going concern shall be given to the Cyprus Tax Authority or to any other relevant Tax Authority in a timely fashion.

6.5 The Seller and the Buyer shall use all reasonable endeavours (including, for the avoidance of doubt, the making of an election or application in respect of VAT to the Cyprus Tax Authority) to secure that the sale of the CTSL Business falls within the requirements provided by the Cyprus Value Added Tax Law, in order for the sale of the CTSL Business to be treated as neither a supply of goods nor a supply of services and by extend it should be treated as a going concern.

6.6 The Seller and the Buyer shall consult together as reasonably necessary for the purposes of the giving of any notice, or the making of any election or application, required by the Cyprus Value Added Tax Law and particularly

11

under the requirements of Article 38 of the said Law regarding the sale of a business as a going concern:

(a) With a view to procuring that the Cyprus Value Added Tax Law and Article 38 applies:

(i) The Buyer shall ensure that, on receipt of satisfactory evidence that the Seller is registered for VAT, the Buyer is registered for VAT before the date of actual Completion; and

(ii) The Buyer warrants that the CTSL Properties are to be used by the Buyer in such a way so as to ensure compliance with the Cyprus Value Added Tax Law and particularly Article 38 of the said Law.

6.7 The Seller and Buyer intend that section 38 (1) (b) and section 43 along with paragraph 5 Schedule 10 of the Cyprus Value Added Tax Law shall apply to the sale of the Assets under this Agreement and accordingly:

(i) The Seller shall on the date of actual completion deliver to the Buyer all records referred to in section 43 and paragraph 5 Schedule 10

(ii) The Seller shall not make any request to the Cyprus Tax Authority for those records to be preserved by the Seller rather than the Buyer; and

(iii) The Buyer shall preserve those records for such period as may be required by the applicable law and during that period permit the Seller reasonable access to them to inspect and make copies of them.

7. DUBAI BRANCH

7.1 Nothing in this Agreement shall transfer, assign or otherwise dispose of any of the Dubai Business or the Dubai Assets upon signature of this Agreement or upon Completion of this Agreement except pursuant to and in accordance with this Clause 7.

7.2 The transfer and assignment of the Dubai Business and the Dubai Assets shall be conditional upon the Buyer or any of its Affiliates having formed a branch office in the United Arab Emirates in compliance with the laws of the United Arab Emirates.

7.3 The Buyer shall use all reasonable efforts to form a branch office in the United Arab Emirates as soon as reasonably practicable after Completion and in any event within 6 months after Completion. The Buyer shall inform the Seller promptly upon the Buyer having formed a branch office in compliance with Clause 7.2.

7.4 Within 5 Business Days after notification by the Buyer to the Seller pursuant to Clause 7.3 the Buyer and Seller shall take all actions in relation to the Dubai

12

Business and the Dubai Assets to effect the transfer and assignment thereof to the Buyer which the Buyer and Seller would have been obligated to effect at Completion in respect thereto had Clause 7.1 not applied.

7.5 Pending the implementation of Clause 7.4 the Seller shall continue to hold the Dubai Business and the Dubai Assets on trust for the Buyer and account promptly to the Buyer for any sums or other benefits received by the Seller in relation thereto as soon as reasonably practicable following receipt subject to the Buyer promptly paying to the Seller an amount equal to the costs of continuing to operate the Dubai Business pending implementation of Clause 7.4.

7.6 The Seller shall ensure that pending such implementation pursuant to Clause 7.4:

(a) the Dubai Business and the Dubai Assets shall be operated in the ordinary course in accordance with all applicable legal and administrative requirements and so as to maintain it as a going concern, and not to do anything which is out of the ordinary course of business without the prior written consent of the Buyer such consent not to be unreasonably withheld or delayed;

(b) it shall take all reasonable steps to preserve and protect the Dubai Business and Dubai Assets and not acquire or dispose of or transfer any asset, incur any liability, obligation or expense, or enter into, amend or terminate a material agreement other than in the ordinary course of business on normal arm’s length terms without the prior written consent of the Buyer such consent not to be unreasonably withheld or delayed;

(c) it shall continue to use and manage the Properties comprised within the Dubai Assets in accordance with its normal practice and policies and in particular not grant any consent or licence for:

(i) the assignment or underletting of a Letting;

(ii) the change of any use permitted by a Letting; or

(iii) any alterations or additions to any Property;

(d) it shall not alter or agree to alter any terms of employment or benefits of any Dubai Employees or alter any working practices or collective agreement relating to such practices;

(e) it shall not amend, discontinue (wholly or partly), initiate or enter into any arrangement, plan, proposal or practice providing retirement benefit or pension or death or disability benefits, a plan, proposal or communicate to any Dubai Employees or prospective employees of the Dubai Business and intention to amend, discontinue (wholly or partly), initiate or enter into any of the same;

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(f) it shall not enter into any death, retirement, profit sharing, bonus, share option, share incentive or other scheme for the benefit of any of its officers or employees or make any variation (including, but without limitation, any increase in the rates of contribution) to any such existing scheme or effect any key man insurance in respect of any Dubai Employees; or

(g) it shall not employ or agree to employ or engage or agree to engage any persons in connection with the Dubai Business (save those persons to whom an offer of employment has been made prior to the date of this Agreement and whose details have been disclosed to the Buyer in writing prior to the date of this Agreement) without the prior consent of the Buyer such consent not to be unreasonably withheld or delayed.

7.7 No further purchase price or consideration shall be due or payable to the Seller upon implementation of Clause 7.4 save for any payments due to the Seller under Clause 7.5, it being acknowledged that the CTSL Purchase Price includes any and all purchase price and consideration due from the Buyer to the Seller in respect of the Dubai Business and the Dubai Assets.

8. COMPLETION

8.1 Completion shall take place at the offices of the Buyer’s Solicitors immediately after signature of this Agreement.

8.2 At Completion, the Seller shall deliver or procure the delivery to the Buyer or the Buyer’s Solicitors of the following at all times taking into account the requirements of Clause 7:

8.2.1 all CTSL Buy-out Agreements in a form acceptable to the Buyer acting reasonably;

8.2.2 evidence satisfactory to the Buyer that the CTSL Buy-out Agreements having been completed in all respects;

8.2.3 all Assets capable of transfer by delivery;

8.2.4 such conveyances, transfers, assignments and novations in the Agreed Form including duly executed assignments of the leasehold CTSL Properties, duly executed assignments of the Goodwill, Intellectual Property Rights of CTSL including the Unregistered Intellectual Property Assignment and assignments/novations of the Contracts (including the CTSL Intellectual Property Licences In and the CTSL Intellectual Property Licences Out), all in the Agreed Form together with the requisite documents of title and relevant Third Party Consents as the Buyer may require to vest in the Buyer title to all of those Assets and which will permit the Buyer to enter into and take possession of the CTSL Business and Assets in each case as agreed by the Buyer and the Seller not later than 2 Business Days prior to Completion;

8.2.5 all documents of title, certificates, deeds, licences, agreements and other documents relating to the Intellectual Property Rights of CTSL and all

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manuals, drawings, plans, documents and other materials and media on which any Confidential Information or other Intellectual Property Rights of CTSL are recorded in each case as agreed by the Buyer and the Seller not later than 2 Business Days prior to Completion;

8.2.6 the Records; and

8.2.7 a certified copy of a resolution of the board of directors of the Seller approving this Agreement, the Deed of Warranty and any agreement to be entered into by or document to be signed by or on behalf of the Seller pursuant to this Agreement or the Deed of Warranty or as referred to in either such agreement and authorising the execution by each person executing a document on behalf of the Seller, and the performance by the Seller, of all such agreements and documents.

8.3 At Completion, the Seller shall give vacant possession of all the CTSL Properties to the Buyer subject to such CTSL Properties containing the Assets at Completion.

8.4 As soon as practicable after Completion, the Seller shall deliver or procure the delivery to the Buyer or the Buyer’s Solicitors of the following:

8.4.1 the deeds and documents relating to the title to (including certified copies of all documents held by mortgagees) the CTSL Properties, releases from any mortgages, charges and liens, any VAT elections, Health and Safety files for the CTSL Properties (or copies where the original is kept by the landlord) and all associated copyright licences, releases from guarantees, premium receipts, health and safety files, maintenance contracts and other documents relating thereto.

8.5 At Completion, the Buyer shall:

8.5.1 pay the CTSL Purchase Price by way of wire transfer to the account of the Seller as notified to the Buyer’s Solicitors by or on behalf of the Seller by not later than 2 Business Days prior to Completion; and

8.5.2 deliver or procure the delivery to the Seller of a certified copy of a resolution of the Buyer’s board of directors approving any agreement to be entered into by or document to be signed by or on behalf of the Buyer pursuant to this Agreement or the Deed of Warranty or as referred to in either such agreement authorising the execution by each person executing a document on the Buyer’s behalf, and the performance by the Buyer of this Agreement and any such agreement or documents.

8.6 Subject to Clause 7 the Buyer shall not be obliged to complete this Agreement unless the Seller complies fully with the requirements of Clauses 8.2 and 8.3 and the Seller shall not be obliged to complete this Agreement until the Buyer complies fully with Clause 8.5.

8.7 Subject to Clause 7 if the requirements of Clauses 8.2 and 8.3 or 8.5 are not complied with on the Completion Date, the Buyer in the case of failure by the

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Seller to comply with Clauses 8.2 and 8.3 or the Seller in the case of failure by the Buyer to comply with Clause 8.5 may, without prejudice to any other rights or remedies which it may have:

8.7.1 defer Completion to a date not more than 20 Business Days after that date (in which case this Clause shall apply to Completion as so deferred); or

8.7.2 terminate this Agreement.

8.8 The Buyer shall not be obliged to complete the sale and purchase of any of the CTSL Business and Assets unless the sale and purchase of all the CTSL Business and Assets is completed simultaneously.

9. PASSING OF TITLE AND RISK IN THE ASSETS AND THIRD PARTY CONSENTS

9.1 Title to and risk in respect of those Assets transferred at Completion shall pass to the Buyer on Completion and title to and risk in respect of those Assets transferred after Completion (if any) shall pass to the Buyer at the time of transfer.

9.2 The Seller undertakes, with effect from the Completion Date, to assign to the Buyer or procure the assignment to the Buyer of all Contracts which are capable of assignment without the consent of the other parties thereto or in respect of which consent of the other parties has been obtained prior to Completion.

9.3 After Completion and until each Asset has been delivered or formally transferred or assigned or novated to the Buyer, the Seller shall be deemed to hold such Assets on trust for the Buyer and account to the Buyer for any sums or other benefits received by the Seller in relation thereto as soon as reasonably practicable following receipt. To the extent that the Seller is able under law or the terms of any agreement to grant such rights to the Buyer, the Seller shall procure at the Buyer’s cost that the Buyer shall be entitled to the benefit, use and enjoyment of those Assets as against the Seller, to receive the income therefrom, and to have the right of enforcement of any Business Rights, if any, and, where the said Asset is the benefit of a Contract, to the extent that such sub-contracting is permissible under the terms of such Contract, the Buyer shall act as the Seller’s sub-contractor and perform all the obligations of the Seller under such Contract.

9.4 Where any Third Party Consent is required to transfer any Asset (including, without limitation, any Contract) to the Buyer and such Third Party Consent has not been obtained at or prior to Completion, the sale of that Asset shall be conditional on such Third Party Consent and the Seller shall use all reasonable endeavours both before and after the Completion Date to obtain such consent as soon as possible following Completion and to effect any transfer or assignment or novation of that Asset at the request of the Buyer after receipt of the Third Party Consent, and the Buyer shall use reasonable endeavours to co-operate with the Seller for such purposes. If any Third Party Consent is not

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forthcoming, the Seller shall continue to hold such Asset on trust for the Buyer on the same terms as those set out in Clause 9.3 above.

9.5 Unless and until any Contracts shall be novated or assigned, the Seller shall (so far as it may lawfully do so) act under the direction of the Buyer in all matters relating to such orders and Contracts for so long as the Seller is authorised or required to do so by the Buyer and shall not without the Buyer’s prior written consent make or effect any compromise, release, waiver or settlement of or otherwise take any action in relation to such Contracts or any other rights arising under the same to the extent they are Business Rights or Assumed Liabilities.

9.6 In any case where a Third Party Consent is required in connection with the novation or assignment of a Contract and such consent is not forthcoming or is refused, the Seller shall use all reasonable endeavours to make such arrangements as may be acceptable to the Buyer for assuring to the Buyer the benefit of such Contracts.

9.7 If the benefit of a Contract or a Business Right cannot be transferred to the Buyer except by obtaining a Third Party Consent, this Agreement does not constitute an assignment or an attempted assignment or sub-contracting or attempted sub-contracting of the Contract or Business Rights if there is a material risk that the assignment or attempted assignment or sub-contracting or attempted sub-contracting would cause a third party to repudiate the Contract or would constitute a breach of the Contract.

9.8 This Clause 9 is subject to Clause 7 in respect of the Dubai Business and the Assets.

10. PERFORMANCE OF CONTRACTS

10.1 The Seller shall procure that up to the Effective Time the Contracts are carried out in the ordinary course and in a proper and workmanlike manner in accordance with their terms and that the Buyer shall receive the benefit of the Contracts.

10.2 The Seller shall indemnify the Buyer against all losses, claims, costs, charges, demands, proceedings or judgments (including, without limitation, legal costs incurred in connection therewith) and expenses suffered or incurred by the Buyer as a result of the Seller’s performance of its obligations under each Contract to the extent that such losses, claims, costs, charges, demands, proceedings or judgments are attributable to the Seller’s act or omission before the Effective Time.

10.3 Subject to Clause 9 and Clause 10.5, the Buyer shall procure that with effect from Completion and subject to the Buyer receiving the benefit of the Contracts, the Contracts are carried out in the ordinary course and in a proper and workmanlike manner in accordance in all material respects with their terms.

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10.4 Subject to Clause 9 and Clause 10.5, the Buyer shall indemnify the Seller against all losses, claims, costs, charges, demands, proceedings or judgments (including, without limitation, the legal costs incurred in connection therewith) and expenses suffered or incurred by the Seller as a result of the Buyer’s performance of the obligations under each Contract to the extent that such losses, claims costs, charges, demands, proceedings or judgments are attributable to the Buyer’s act or omission after the Effective Time or in relation to Contracts not transferred until after Completion, after the time of transfer.

10.5 In accordance with Clause 9.5, until the relevant Third Party Consent in relation to a Contract has been obtained or achieved the Seller shall do each act and thing reasonably requested by the Buyer to enable proper performance of the Contract and to provide for the Buyer to enjoy the benefit of the Contract.

10.6 Nothing in Clause 10 shall affect or compromise a right of action that the Buyer has or would otherwise have had against the Seller under this Agreement in respect of the Contract in question.

10.7 The Buyer and the Seller agree that when any Contract becomes due for renewal or the term of the relevant Contract expires, the Buyer and the Seller will use all reasonable endeavours to persuade the relevant counter-party to renew such Contract with the Buyer.

10.8 This Clause 10 is subject to Clause 7 in respect of the Dubai Business and the Dubai Assets.

11. REIMBURSEMENT AND APPORTIONMENT OF CONTRACTUAL PAYMENTS AND PERIODIC OUTGOINGS

11.1 All Periodic Outgoings, Seller Prepayments and Customer Prepayments in respect of any period commencing before the Effective Time and ending after the Effective Time shall be apportioned in the Estimated Statement of Working Capital and Statement of Working Capital as set out below in this Clause 11.

11.2 All Periodic Outgoings shall be the responsibility of:

11.2.1 the Seller to the extent that they accrue or have accrued in respect of any period ending on or before the Effective Time;

11.2.2 the Buyer to the extent that they accrue or have accrued in respect of any period after the Effective Time; and

11.2.3 all such Periodic Outgoings shall where appropriate be apportioned between the Buyer and the Seller on a time basis and such apportionment shall be set out in the Estimated Statement of Working Capital and Statement of Working Capital.

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11.3 Any Seller Prepayments shall be set out in the Estimated Statement of Working Capital and Statement of Working Capital. In the case of goods or services to be supplied partly before and partly after the Effective Time, the Estimated Statement of Working Capital and Statement of Working Capital shall apportion Seller Prepayments between the Buyer and the Seller in accordance with the Relevant Accounting Principles.

11.4 Any Customer Prepayments shall be set out in the Estimated Statement of Working Capital and Statement of Working Capital. In the case of goods or services to be supplied partly before and partly after the Effective Time, the Estimated Statement of Working Capital and Statement of Working Capital shall apportion Customer Prepayments between the Buyer and the Seller in accordance with the Relevant Accounting Principles.

11.5 The Buyer and Seller shall effect this Clause 10 as if the Dubai Business and the Dubai Assets had been assigned, purchased or otherwise transferred to the Buyer at Completion.

12. PAYABLES AND RECEIVABLES

12.1 The Buyer shall use all reasonable endeavours to collect the Receivables referred to in Clause 2.1.10 in a manner as closely as possible approximating to the manner in which Receivables were collected by the Seller prior to the Effective Time. The Buyer shall not be required to take or threaten legal proceedings to recover such Receivables where such steps would not have been part of the normal routine of the Seller in collecting Receivables.

12.2 The Buyer shall pay the Payables referred to in Clause 3.1.1 in a manner as closely as possible approximating to the manner in which Payables were paid by the Seller prior to the Effective Time.

12.3 The Payables referred to in Clause 12.2 which are paid by no later than 70 Business Days after Completion and the Receivables referred to in Clause 12.1 which are received by no later than 70 Business Days after Completion by the Buyer shall be shown in the Statement of Working Capital. If the amount actually paid by the Buyer in respect of the Payables referred to in Clause 3.1.1 by no later than 70 Business Days after Completion is more or less than the amount of such Payables as shown in the Estimated Statement of Working Capital or if the amount actually received by the Buyer in respect of the Receivables referred to in Clause 2 by no later than 70 Business Days after Completion is more or less than the amount of such Receivables as shown in the Estimated Statement of Working Capital, the Statement of Working Capital shall be adjusted so the amount of such Payables and Receivables as shown in the Statement of Working Capital shall reflect the amounts actually paid or received by the Buyer in accordance with this Clause 12.3.

12.4 The Buyer shall be entitled to prepay any such Payables before they become due and payable if in the Buyer’s opinion to do so is necessary or desirable to protect the goodwill attaching to the CTSL Business after the Effective Time.

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12.5 The Seller and any of its directors, officers or employees may only deal with or contact a person who is liable to make payment of any such Receivable or who is entitled to receipt of any such Payable with the prior written consent of the Buyer and if the Seller shall receive any communication or payment in respect thereof it shall immediately pass the same to the Buyer.

12.6 The Buyer and Seller shall effect this Clause 12 as if the Dubai Business and the Dubai Assets had been assigned, purchased or otherwise transferred to the Buyer at Completion.

13. EMPLOYEES

The parties agree to observe and perform the provisions of Schedule 6 in relation to the Employees (including the Dubai Employees) and the Consultants.

14. CTSL PROPERTIES

The parties shall observe and perform the provisions of Schedule 7.

15. ACTION AFTER COMPLETION

15.1 As soon as practicable after Completion, the Seller shall join with the Buyer in sending out:

15.1.1 a notice in the Agreed Form as set out in Schedule 9 to all the Seller’s customers and a similar notice to such other third parties as the Buyer shall reasonably request informing them of the transfer of the CTSL Business; and

15.1.2 a letter to the Employees (other than the Dubai Employees) in the Agreed Form as set out in Schedule 9.

15.2 All letters, notices, correspondence, information or enquiries relating to the CTSL Business or the Assets which are received by the Seller after Completion will be passed to the Buyer forthwith.

15.3 The Seller shall procure that the names of the Seller and any member of the Sellers’ Group or any Affiliate thereof will be changed within five Business Days of Completion to exclude the words “CTSL”, “CTL”, “Card Tech”, “Card Technology”, any confusingly similar words or names and any words or names which may suggest a connection with the CTSL Business. The Seller acknowledges that reputation and goodwill are attached to the names “CTSL”, “CTL”, “Card Tech” or Card Technology, and that the Buyer is acquiring all rights in that name under this Agreement.

15.4 The Seller shall and on being required to do so by the Buyer do or execute or procure the doing or executing of all acts and documents necessary to vest in the Buyer the full benefit of the CTSL Business and the Assets.

15.5 The Seller shall procure that such books and records as are not included in the Records but which contain information which should be provided to the Buyer or which it may reasonably require for the purpose of the CTSL Business or

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any Tax or other return in connection with it, are properly and diligently maintained and that as from Completion are made available for inspection and copying by representatives of the Buyer during business hours on reasonable advance notice being given for a period of 6 years from Completion.

15.6 For twelve months starting on the Completion Date the Seller shall give to the Buyer, at the Buyer’s cost, such information and assistance as the Buyer shall reasonably request in connection with the CTSL Business and the Assets.

15.7 The Buyer shall make available the Records which are delivered to the Buyer pursuant to this Agreement (or, where relevant, such parts of such Records as exist at the date hereof) for inspection by the Seller during business hours on reasonable advance notice being given for a period of 6 years from Completion.

15.8 The parties agree that as soon as practicable after Completion they will seek to agree an apportionment of the Purchase Price and any adjustment thereto (under Clause 5.2 of this Agreement) between the various Assets. Such apportionment is to be based on the respective market value of each of such Assets. To the extent that such apportionment among Assets other than goodwill results in a difference between the Purchase Price and any said adjustment thereto and the total amount so apportioned such difference shall be attributed to goodwill. If such agreement cannot be reached within 45 days of Completion referral shall be made for determination of such apportionment to an independent member of the Institute of Chartered Accountants (or an equivalent body in any other jurisdiction including Cyprus) specialising in the valuation of assets of the type of assets concerned as determined by the President for the time being of that institution. Such specialist shall also be authorised to determine how costs of obtaining his opinion should be allocated between the parties hereto.

16. POST-COMPLETION RESTRICTIONS ON THE SELLER’S BUSINESS ACTIVITIES

16.1 The Seller shall not either alone or in conjunction with or on behalf of any other person, do any of the following activities without the prior written consent of the Buyer:

16.1.1 carry on or be engaged by or be interested in any Competing Business for a period of 24 months from the Completion Date;

16.1.2 use for any purposes the names “CTSL”, “CTL”, “Card Tech”, “Card Technology” or any company name, trade or business name, domain name or distinctive mark, style or logo used by the Seller at any time during the 2 years leading up to and including Completion or any confusingly similar words, names, marks, styles or logos or any words, names, marks, styles or logos which might suggest a connection with the CTSL Business;

16.1.3 for a period of 24 months from the Completion Date solicit, entice away from or approach in competition with the Buyer or attempt to solicit, entice away from or approach in competition with the Buyer any Employee engaged in a

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managerial, supervisory, programming, technical or sales capacity or any consultant to the CTSL Business (whether or not such person would commit any breach of his contract of employment or engagement by reason of leaving the service of the CTSL Business); or

16.1.4 for a period of 24 months from the Completion Date solicit, entice away from or approach in competition with the CTSL Business attempt to solicit, entice away from or approach in competition with the CTSL Business any person who:

(a) was provided with goods or services by the CTSL Business, or provided goods or services to the CTSL Business, at any time during the 2 years up to and including Completion; or

(b) was negotiating with the Seller for the supply of goods or services by or to the CTSL Business at any time during the 12 months up to and including Completion; or

16.1.5 deliberately act in a manner harmful to the goodwill of the CTSL Business (as subsisting at the date of this Agreement) or deliberately omit to act where the consequence of such omission is likely to be harmful to the goodwill of the CTSL Business (as subsisting at the date of this Agreement).

16.2 The Seller shall not use or disclose any Confidential Information, other than as required by law or a regulatory body to which they are subject.

16.3 The Seller shall and on being reasonably required to do so by the Buyer now or at any time in the future, do or execute or procure the doing or executing of all acts and documents necessary to implement this Clause.

16.4 Each of the restrictions in this Clause 16 are considered by the parties to be reasonable for the legitimate protection of the business and goodwill of the CTSL Business but each of them is separate and severable and if a restriction in this Clause 16 is held to be illegal, invalid or unenforceable, in whole or in part, that restriction shall be ineffective to the extent of such illegality, invalidity or unenforceability without rendering illegal, invalid or unenforceable the remaining restrictions which will continue to bind the Seller.

16.5 The Seller shall procure that no later than 20 Business Days after Completion a certified copy of a resolution of the shareholders of the Seller approving this Agreement, the Deed of Warranty and any other agreement to be entered into by or document to be signed by or on behalf of the Seller pursuant to this Agreement or the Deed of Warranty is provided to the Buyer.

17. ANNOUNCEMENTS

17.1 Subject to Clause 17.2, no announcement or public statement concerning the existence, subject matter or any term of this Agreement shall be made by or on behalf of any party without the prior written approval of the Buyer and the Seller, such approval not to be unreasonably withheld or delayed.

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17.2 This Clause 17 shall not apply to any announcement or public statement by any party required by law, or the rules of any regulatory or governmental body to which such party is subject, including the rules of a recognised investment exchange (as defined in the FSMA) or any stock exchange on which any securities of the relevant party are listed, in which case the party concerned shall make all reasonable attempts to agree the contents of such announcement or statement with the other party before it is made.

18. ASSIGNMENT

18.1 This Agreement shall be binding upon and enure for the benefit of the successors of the parties but shall not be assignable, save that the Buyer may at any time assign all or any part of its rights and benefits under this Agreement and any agreement referred to herein, including the Deed of Warranty and any other indemnities, undertakings and obligations given or undertaken by the Seller and any cause of action arising under or in respect of any of them, provided such assignment is in connection with the transfer of all of the CTSL Business to any member of the Buyer’s Group. Every such assignee shall be entitled to enforce the benefits conferred upon it by such assignment and this Clause 18.1 directly against the Seller as permitted by the Contracts (Rights of Third Parties) Act 1999 and for that purpose each such assignee shall be entitled to the benefit of and be subject to all the provisions of this Agreement in any way relevant to the rights assigned to it and conferred upon it by this Clause 18.1.

19. RIGHTS OF THIRD PARTIES

Except as provided in Clause 18 or as provided in the Deed of Warranty, a person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from such Act.

20. ENTIRE AGREEMENT AND VARIATION

20.1 This Agreement and the Deed of Warranty and the documents referred to in either of them constitutes the entire agreement between the parties and supersedes and replaces any previous agreement, understanding, undertaking, representation, warranty and arrangement of any nature whatsoever between the parties in relation to the subject matter of this Agreement.

20.2 Nothing in this Agreement shall have the effect of limiting or restricting any liability of the Seller arising as a result of fraud, deliberate non-disclosure or wilful concealment.

20.3 Any variation of this Agreement must be in writing and signed by each party or, in the case of a body corporate, a duly authorised officer or representative of such party.

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21. WAIVER

A delay in exercising, or failure to exercise, any right or remedy under this Agreement does not constitute a waiver of such right or remedy or other rights or remedies nor shall either operate so as to bar the exercise or enforcement thereof.

22. CUMULATIVE RIGHTS AND REMEDIES

Except where this Agreement expressly provides otherwise, the rights, powers and remedies provided in this Agreement are cumulative and not exclusive of any rights and remedies provided by law and no single or partial exercise of any right or remedy under this Agreement or provided by law shall hinder or prevent further exercise of such or other rights or remedies.

23. EFFECT OF COMPLETION

Except to the extent that they have been performed and except where the Agreement provides otherwise, the warranties, representations, indemnities and obligations contained in this Agreement or the Deed of Warranty remain in force after Completion.

24. SET-OFF

No set-off or counterclaim in respect of any payment due under this Agreement shall be permitted unless specified in this Agreement or the Deed of Warranty.

25. COSTS

Save as otherwise expressly stated in this Agreement, each party shall pay its own costs in connection with the negotiation, preparation and implementation of this Agreement and all agreements ancillary to it.

26. COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which when executed and delivered constitutes an original of this Agreement, but all the counterparts shall together constitute one and the same agreement. No counterpart shall be effective until each party has executed at least one counterpart.

27. NOTICES

27.1 A notice or other communication given under this Agreement shall be in writing and shall be served by delivering it to the party due to receive it at the address set out in this Clause 27 and shall be deemed to have been delivered in accordance with this Clause 27.

27.2 The parties’ addresses and fax numbers for the purposes of this Agreement are:

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TSYS Card Tech Services Ltd

90 Archbishop Makarios III, P.C. 1660, Nicosia, Cyprus

For the attention of : David Chew, Director

Fax number: +44(0) 1904562074

CTL Card Tech Services Ltd

Neoptolemou, 6 Nicosia, Cyprus

For the attention of : Bashar Chalabi, Director

Fax number:

or such other address or fax number as the relevant party notifies to the other parties, which change of address shall only take effect if delivered and received in accordance with this Clause.

27.3 A notice so addressed shall be deemed to have been received:

27.3.1 if personally delivered, at the time delivery;

27.3.2 if sent by pre-paid first class post, recorded delivery or registered post, two Business Days after the date of posting to the relevant address;

27.3.3 if sent by registered air-mail, five Business days after the date of posting to the relevant address; and

27.3.4 if sent by fax, on successful completion of its transmission as per a transmission report from the machine from which the fax was sent, save that if such notice of communication is received after the end of normal working hours (and “normal working hours” shall be deemed to be 8.30 am to 5.30 pm on any Business Day in the country of the recipient), such notice or communication shall be deemed to have been received on the next Business Day.

27.4 For the avoidance of doubt, notice given under this Agreement shall not be validly served if sent by electronic mail.

28. GOVERNING LAW

This Agreement is governed by, and shall be construed in accordance with, English law.

29. JURISDICTION

The parties irrevocably agree that the courts of England have exclusive jurisdiction to decide and to settle any dispute or claim arising out of or in connection with this Agreement (“Proceedings”).

30. SERVICE OF PROCESS

30.1 The parties agree that if a party ceases to be registered in England (in the case of a company) or ceases to be resident in England (in the case of an individual) such party shall, prior thereto appoint a process agent. Accordingly, Proceedings may be served on the relevant party at the address

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as referred to in Clause 27 or if such party is not registered or resident (as the case may be) in England by being served on such party’s appointed process agent pursuant to Clause 30.

30.2 The relevant party shall appoint a process agent as soon as reasonably practicable and in any event not later than the date upon which such party ceases to be registered or resident in England or not later than 10 Business Days after of a then existing appointment of a process agent ceasing to be effective or such process agent for any reason ceasing to act as process agent for the relevant party and failing which the party who may wish to serve Proceedings on the relevant party may appoint a new or replacement process agent (as the case may be) to accept service of process on behalf of the relevant party by notice to that party. This Clause does not affect the right to serve process in any other manner permitted by law.

30.3 CTSL hereby appoints Scrip Secretaries Limited of 17 Hanover Square, London, W15 1HU (fax number +44(0) 1904562074 as its process agent pursuant to this Clause 30.

30.4 Cyprus Buyer hereby appoints King & Spalding International LLP of 25 Cannon Street, London EC4M 5SE (fax number +44 (0) 207 551 7575) as its process agent pursuant to this Clause 30.

SIGNED BY THE PARTIES OR THEIR DULY AUTHORISED REPRESENTATIVES

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EXECUTED by the parties:

Signed by Bashar Chalabi	)
for and on behalf of	)
CTL Card Tech Services Limited	)

/s/Bashar Chalabi Signature

Signed by Bruce L. Bacon	)
as attorney for and on behalf of	)
TSYS Card Tech Services Limited	)

/s/Bruce Bacon Signature

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EX-2.3

Exhibit 2.3

EXECUTION COPY

11 July 2006

AGREEMENT

FOR THE SALE AND PURCHASE OF

THE PROCESSING, LICENSING, DEVELOPMENT

AND SUPPORT BUSINESS

OF

CARD TECH LIMITED

between

CARD TECH LIMITED

and

TSYS CARD TECH LIMITED

TABLE OF CONTENTS

		Page
1.	INTERPRETATION			1
2.	SALE AND PURCHASE			7
3.	ASSSUMED LIABILITIES			9
4.	EXCLUDED ASSETS AND LIABILITIES			9
5.	CONSIDERATION		10
6.	VAT		10
7.	COMPLETION		12
8.	PASSING OF TITLE AND RISK IN THE ASSETS AND THIRD PARTY
	CONSENTS		14

9.	PERFORMANCE OF CONTRACTS	15
10.	REIMBURSEMENT AND APPORTIONMENT OF CONTRACTUAL
	PAYMENTS AND PERIODIC OUTGOINGS	16

11.	PAYABLES AND RECEIVABLES	17
12.	EMPLOYEES	17
13.	CTL PROPERTIES	17
14.	ACTION AFTER COMPLETION	17
15.	POST-COMPLETION RESTRICTIONS ON THE SELLER’S BUSINESS
	ACTIVITIES	19

16.	ANNOUNCEMENTS	20
17.	ASSIGNMENT	20
18.	RIGHTS OF THIRD PARTIES	21
19.	ENTIRE AGREEMENT AND VARIATION	21
20.	WAIVER	21
21.	CUMULATIVE RIGHTS AND REMEDIES	21
22.	EFFECTS OF COMPLETION	22
23.	SET-OFF	22
24.	COSTS	22
25.	COUNTERPARTS	22
26.	NOTICES	22
27.	GOVERNING LAW	24
28.	JURISDICTION	24
29.	SERVICES OF PROCESS	24

Schedule 1 Contracts

Schedule 2 Liabilities

Schedule 3 Intellectual Property of CTL

Schedule 4 CTL Intellectual Property Licences

Schedule 5 Agreed Form Intellectual Property Assignment

Schedule 6 Employees

Schedule 7 Real Property

Schedule 8 Web Sites

Schedule 9 Agreed Form Conveyance, Transfers, Assignments, Novations

Schedule 10 Agreed Form Letters

THIS AGREEMENT is made on 11 July 2006 between the following parties:

(1) CARD TECH LIMITED, a company incorporated in England and Wales (registered number 2402064), whose registered office is at 114A Cromwell Road, London SW7 4ES (the “Seller”); and

(2) TSYS CARD TECH LIMITED, a company incorporated in England and Wales (registered number 5843091), whose registered office is at Fulford Moor House, Fulford Road, York, Y010 4EY (the “Buyer”).

RECITALS

The Seller carries on the CTL Business as a going concern and has agreed to sell the CTL Business to the Buyer and the Buyer has agreed to buy the CTL Business for the consideration and upon the terms and subject to the conditions set out in this Agreement and the Deed of Warranty.

IT IS AGREED as follows:

1. INTERPRETATION

1.1 In this Agreement, save as set out below, expressions defined in the Deed of Warranty shall have the meanings ascribed thereto in the Deed of Warranty:

“Assets”	means all property, assets and rights of the CTL Business agreed to be sold and purchased under this Agreement including, without limitation, the Contracts and excluding the Excluded Assets;
“Assumed Liabilities”	means the liabilities or obligations listed or described in Clause 3;
“Business Rights”	means the benefit of all rights, entitlements or claims to which the CTL Business is entitled arising directly or indirectly out of or in connection with the operation of the CTL Business (including as arising under any warranty, condition, guarantee, indemnity, contract, agreement or policy of insurance) other than, for the avoidance of doubt, any rights, entitlements or claims of the Seller arising from or in connection with this Agreement or the Deed of Warranty and “Business Right” shall mean the benefit of any of them;

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“Cash”	means cash or cash equivalents in hand, or in a bank account, or credited to any bank account, including all interest accrued thereon;
“Competing Business”	means any business of processing, licensing, development and support of card management systems to the banking and financial services industry similar to that of the CTL Business operated by the Seller at Completion;
“Completion”	means completion of the sale and purchase of the CTL Business in accordance with Clause 7 of this Agreement;
“Completion Date”	means the date of this Agreement;
“Contracts”	means all contracts and other commitments of the Seller relating wholly or partly to the CTL Business wholly or partly unperformed at the Effective Time including, without limitation, customer and supplier contracts, Computer Contracts, consultant contracts, distribution agreements, the CTL Intellectual Property Licences In, CTL Intellectual Property Licences Out, any agreements relating to any CTL Property (all such Contracts, other than the CTL Intellectual Property Licences In, CTL Intellectual Property Licences Out and agreements relating to any CTL Property, being set out in Schedule 1);
“CTL Buy-out Agreements”	means all agreements and other documents relating to the purchase of the entire issued share capital of the Seller by any of Jaffar Agha-Jaffar and Bashar Chalabi from any of the Previous Shareholders;
“CTL Purchase Price”	has the meaning given in Clause 5.1;
“CTL Shares”	means the entire issued share capital of CTL;

“Customer Prepayments” means any payments, prepayments or deposits made by any customer of the CTL Business prior to the Effective Time in relation to any Contracts in respect of the period after the Effective Time;

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“Deed of Warranty”	means the agreement entered into on today’s date between, amongst others, Jaffar Agha-Jaffar, Bashar Chalabi, the Seller, Card Tech Services Limited and the Buyer relating, inter-alia, to this Agreement;
“Deficiency Debt”	means any liability of the Seller under section 75 or section 75A of the Pensions Act 1995 prior to the Effective Date;
“Discrimination Claim”	means any claim brought by any Employee relating to the exclusion from, a limitation of benefits under, any pension plan offered to any such employees of the Seller prior to the Effective Date (whether or not including the Employees) on the grounds of (directly or indirectly) sex, race, religion, age, sexual orientation, disability, part-time or fixed-time status;
“Domain Name Assignment”	means the Agreed Form assignment attached at Schedule 5 of domain names included in the Intellectual Property of CTL;
“Effective Time”	means 23:59 on the Business Day before Completion Date;
“Employees”	means all persons who, at the Effective Time, are employed by the Seller in connection with the CTL Business and who are listed at Part A of Schedule 6;
“Employment Costs”	means each and every cost incurred by an employer in respect of the employment of an Employee;

“Employment Regulations” means in respect of the United Kingdom, the Transfer of Undertakings (Protection of Employment) Regulations 2006 or any other legislation enacted under EC Council Directive 2001/23;

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“Equipment”	means all equipment and fixtures and fittings owned by the Seller and used in connection with the CTL Business and leasehold improvements to the Properties at the Effective Time but excluding the landlords’ fixtures and fittings;
“Excluded Asset”	means the property, assets and rights of the CTL Business listed or described in Clause 4;
“Excluded Liabilities”	means all debts, liabilities or obligations of any nature whatsoever, and, whether actual or contingent, relating to the CTL Business and outstanding on or accrued at or due up to and including the Effective Time including, without limitation, those listed in Clause 4.2 but not including the Assumed Liabilities;
“Existing Employment Contract”	means any existing contract of employment with any Employee;
“Goodwill”	means the goodwill of the CTL Business and the exclusive right of the Buyer to use the names “Card Tech” and “CTL” and to represent itself as carrying on the CTL Business in succession to the Seller after the Effective Time;
“Indebtedness”	means any obligation for the payment or repayment of borrowed money, whether present or future, actual or contingent, sole or joint;

“Payables”	means all amounts owed by the Seller at the Effective Time in connection with the CTL Business to or in respect of trade and other creditors and accrued charges in respect thereof including without limitation in respect of goods and services provided to the CTL Business up to the Effective Time, but not including liabilities for value added tax or Taxation on profits or chargeable gains;
“Periodic Outgoings”	means all periodic expenses and amounts payable in relation to the CTL Business including rents, rates, service charges, insurance premiums, gas, water, electricity and telephone charges, royalties and salaries and other such periodic outgoings (excluding, for the avoidance of doubt, Payables);

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“Permitted Encumbrances”	shall have the meaning ascribed thereto in the Deed of Warranty;
“Previous Shareholders”	means Card Technology Ltd (Cayman Islands), Scalenine Limited and Jaffar Agha Jaffar and any other person who prior to the completion of the purchase of the entire issued share capital of the Seller pursuant to the CTL Buy-out Agreements was the legal or beneficial owner of any shares in the Seller;
“Receivables”	means all amounts owed to the Seller at the Effective Time (and whether or not yet invoiced or due and payable at that time) in connection with the CTL Business from or in respect of trade and other debtors and including without limitation in respect of goods and services provided by the CTL Business up to the Effective Time but not including Customer Prepayments;
“Records”	means all the books and records of the Seller relating to the CTL Business which relate to any of the Assets or any of the Assumed Liabilities including lists of customers and books of account, ledgers and invoices in relation thereto;

“Seller Prepayments”	means prepayments that the Seller has made prior to the Effective Time in relation to Periodic Outgoings and Contracts in respect of the period after the Effective Time;
“Seller’s Group”	means the Seller, or any company which is, on or at any time after the date of this Agreement, a subsidiary or holding company of the Seller or a subsidiary of a holding company of the Seller and any Affiliate of any of the same;

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“Third Party Consents”	means all consents, licences, approvals, permits, authorisations or waivers required from third parties in respect of the conveyance, transfer, assignment or novation or underletting in favour of the Buyer of any of the Assets in terms satisfactory to the Buyer;
“Trade Mark Assignment”	means the Agreed Form assignment attached at Schedule 5 of trade marks included in the Intellectual Property of CTL;
“Transferred Right”	means the right of any Employee to claim benefits (in the form of a pension for life or a lump sum but excluding invalidity or death in service benefits) which are due to commence on being made redundant or otherwise leaving the employment of the Buyer;
“Unregistered IP Assignment”	means the Agreed Form assignment attached at Schedule 5 of the unregistered intellectual property included in the Intellectual Property of CTL; and
“VAT”	means value added tax charged under or pursuant to the Value Added Tax Act 1994 or the Sixth Council Directive and any other tax of a similar nature in any other relevant jurisdiction together with any penalties or interest relating thereto.

1.2 In this Agreement:

1.2.1 references to a “person” include an individual, body corporate (wherever incorporated), unincorporated association, trust or partnership (whether or not having separate legal personality), government, state or agency of a state, or two or more of the foregoing;

1.2.2 references to a clause or schedule are to a clause or schedule of this Agreement, and references to this Agreement include the schedules;

1.2.3 the headings in this Agreement do not affect its construction or interpretation;

1.2.4 references to a statute or a statutory provision include references to such statute or provision as amended or re-enacted whether before or after the date of this Agreement and include all subordinate legislation made under the relevant statute whether before or after the date of this Agreement save where that amendment or re-enactment will extend or increase the liability on any party under this Agreement;

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1.2.5 a reference to a document is a reference to that document as amended or modified from time to time in writing by the mutual consent of the parties;

1.2.6 references to writing shall be deemed to include any modes of reproducing words in a legible or non-transitory form;

1.2.7 the singular includes the plural and vice versa and any gender includes any other gender;

1.2.8 the “winding up”, “dissolution” or “administration” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business, including proceedings whereby liquidation, winding up, reorganisation, dissolution, administration, arrangement, adjustment, protection or debtor’s relief is sought;

1.2.9 references to an English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any other legal concept shall, in respect of any jurisdiction other than England, be deemed to include the legal concept which most nearly approximates in that legal jurisdiction to the English legal term;

1.2.10 references to “indemnify” and “indemnifying” any person against any liability or circumstance include indemnifying him and keeping him harmless from all actions, claims, demands and proceedings from time to time made against that person and all losses, damages, payments, costs and expenses (including legal costs and expenses on a full indemnity basis) made, suffered or incurred by that person as a consequence of or which would not have arisen but for that liability or circumstance and where any payment made under any indemnity is subject to any Tax or cost or expense which would not have been incurred by the payee but for the payment, it shall be increased by such amount as is necessary to ensure that the payee receives the same net amount as it would have received had the payment not been subject to such Tax, cost or expense save that the payee shall use reasonable endeavours to mitigate any such Tax, cost or expense.

2. SALE AND PURCHASE

2.1 The Seller shall sell with full title guarantee and transfer with the benefit of the representations, warranties and undertakings in this Agreement and in the Deed of Warranty and free from any Encumbrance and any other right exercisable by third parties other than the Permitted Encumbrances and the Buyer shall buy, with effect from the Effective Time, the CTL Business as a going concern together with the Assets which are listed below:

2.1.1 the Business Rights subject in all cases to Clause 4;

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2.1.2 the benefit (subject to the burden) of the Contracts;

2.1.3 the Equipment;

2.1.4 the Goodwill;

2.1.5 the Intellectual Property of CTL;

2.1.6 the Computer System;

2.1.7 the Records;

2.1.8 the CTL Properties including the benefit (subject to the burden) of the Licences;

2.1.9 the Cash shown in the Estimated Statement of Working Capital;

2.1.10 the Receivables shown in the Estimated Statement of Working Capital;

2.1.11 the Customer Prepayments and Seller Prepayments to the extent they are apportioned to the Buyer in the Estimated Statement of Working Capital;

2.1.12 the exclusive right to use the “CTL” and “Card Tech” names in relation to the CTL Business; and

2.1.13 all other property, rights and assets owned by the Seller and used, enjoyed or exercised or intended to be used, enjoyed or exercised in the CTL Business at the Effective Time.

3. ASSUMED LIABILITIES

3.1 Effective from the Completion Date, the Buyer shall in reliance on the representations warranties and undertakings in this Agreement and in the Deed of Warranty assume and agree to pay, discharge or perform (as appropriate) the Assumed Liabilities listed below:

3.1.1 the Payables shown in the Estimated Statement of Working Capital;

3.1.2 subject to Clause 2.1.2, the burden of the Contracts but excluding any liability of the Seller relating to such Contracts in respect of any time up to the Effective Time;

3.1.3 the Periodic Outgoings, to the extent that they are apportioned to the Buyer in the Estimated Statement of Working Capital;

3.1.4 the liabilities listed in Schedule 2.

3.2 The Buyer hereby undertakes to the Seller that the Buyer will duly and properly perform, assume and pay and discharge when due, and indemnify and hold harmless the Seller against any Assumed Liabilities and any and all Costs incurred or suffered by the Seller in relation thereto.

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3.3 The Buyer undertakes to the Seller that within a reasonable time on or after Completion it will deliver such documents, instruments or agreements or take such other action as the Seller may reasonably request in order to effect the release and discharge of the Seller in respect of any Assumed Liabilities and the substitution of the Buyer as the primary obligor in respect of such Assumed Liabilities.

4. EXCLUDED ASSETS AND LIABILITIES

4.1 The sale of the Assets and the CTL Business to the Buyer shall not include the following Excluded Assets and Excluded Liabilities:

4.1.1 any assets of the Seller which are not used wholly or partly in the CTL Business;

4.1.2 any shares, stock, loan capital, debentures or other securities of any body corporate or any unincorporated person, or any partnership interests held or owned by, or in the name of, the Seller;

4.1.3 any Customer Prepayments, Seller Prepayments and Periodic Outgoings, to the extent that they are apportioned to the Seller in the Estimated Statement of Working Capital and;

4.1.4 any Payables not shown in the Estimated Statement of Working Capital;

4.1.5 any contracts which are not Contracts save for the Business Rights.

4.2 Nothing in this Agreement shall transfer or be deemed to transfer to the Buyer any debts, liabilities or obligations of any nature whatsoever not specifically assumed by the Buyer pursuant to Clause 3, and for the avoidance of doubt such Excluded Liabilities and Excluded Assets shall include, without limitation:

4.2.1 Taxes relating to the CTL Business with respect to any period prior to the Effective Time;

4.2.2 any debt, liability or obligation whatsoever pertaining to any Excluded Asset;

4.2.3 any liability of the Seller relating to any Contracts in respect of any time up to the Effective Time;

4.2.4 any debt, liability or obligation whatsoever in respect of any contracts which are not Contracts, including, without limitation, liabilities in relation to the Insurance Policies maintained by the Seller in relation to the CTL Business and the Assets;

4.2.5 any debt, liability or obligation whatsoever under or relating to any Pension Plan, whether or not such debt, liability or obligation arises prior to or after the Effective Time;

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4.2.6 any debt, liability or obligation whatsoever relating to, resulting from or arising out of the operation of the CTL Business prior to the Effective Time except as set out in Clause 3;

4.2.7 the Customer Prepayments, Seller Prepayments and Periodic Outgoings to the extent that they are apportioned to the Seller in the Estimated Statement of Working Capital; or

4.2.8 the Payables to the extent that they are apportioned to the Seller in the Estimated Statement of Working Capital;

4.3 The Seller hereby undertakes to the Buyer (for itself and on behalf of each of the Buyer’s Affiliates) that the Seller will duly and properly perform, assume and pay and discharge when due, and indemnify and hold harmless the Buyer and each of its Affiliates against, any Excluded Liabilities and any and all Costs incurred or suffered by the Buyer in relation thereto.

5. CONSIDERATION

5.1 The total consideration for the purchase of the CTL Business, including the Assets, shall be satisfied by the payment at Completion to the Seller of the sum of US$7.5 million (the “CTLPurchase Price”).

5.2 The CTL Purchase Price may be subject to adjustment after Completion pursuant to any adjustment arising as a result of the amount of Working Capital of the CTL Business at the Effective Time as shown in the Statement of Working Capital differing from the amount of the Working Capital of the CTL Business at the Effective Time as shown in the Estimated Statement of Working Capital of the CTL Business. Any such adjustment shall be made pursuant to and in accordance with Clause 3 of the Deed of Warranty.

5.3 Any payment made by the Seller to the Buyer under any representations, warranties or undertakings in this Agreement or for any claim for breach of this Agreement shall be treated as a reduction in the amount of the CTL Purchase Price.

6. VAT

6.1 The consideration expressed to be payable under the Agreement is exclusive of any VAT

6.2 The Seller and the Buyer intend that the CTL Business shall be sold as a going concern for VAT purposes so that the sale is treated as neither a supply of goods nor a supply of services. The Seller and the Buyer shall procure that any notice required to be given in order for such sale to be treated as a going concern shall be given to any relevant Tax Authority in any relevant jurisdiction in a timely fashion.

6.3 The Seller and the Buyer shall use all reasonable endeavours (including, for the avoidance of doubt, the making of an election or application in respect of VAT to any Taxation Authority) to secure that the sale of the CTL Business so far as carried on in the member states of the European Union is treated as neither a supply of goods nor a supply of services where the country in which the CTL Business is carried on has given effect to Article 5(8) of the EEC Sixth Directive (77/338/EEC).

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6.4 The Seller and the Buyer shall consult together as reasonably necessary for the purposes of the giving of any notice, or the making of any election or application, required by Clauses 6.1 and 6.3.

(a) With a view to procuring that Article 5 of the EEC Sixth Directive (77/338/EEC) (Article 5) applies:

(i) The Seller warrants that it is not now, and for at least the period of six months prior to the completion of the sale of the CTL Properties, has not been in the same VAT group of any tenant of the Seller in respect of the CTL Properties;

(ii) The Buyer shall ensure that, on receipt of satisfactory evidence that the Seller is registered for VAT, the Buyer is registered for VAT not later than the date of actual Completion; and

(iii) The Buyer warrants that the CTL Properties are to be used by the Buyer in such a way so as to ensure compliance with Article 5.

(b) In determining its obligations under this Clause 6, the Buyer is entitled to assume that no election to waive exemption from VAT has been made with respect to the CTL Properties and the CTL Properties do not fall within paragraph (a) of item 1 of Group 1 of Schedule 7 to the Value Added Tax Act 1994. Accordingly:

(i) The Buyer need not elect to waive exemption; and

(ii) Notwithstanding sub-clause 6.5 below, the Buyer is not liable to pay an amount in respect of VAT which would not have arisen but for the making of an election to waive exemption or but for the supply of property falling within paragraph (a) of that item (1).

6.5 The Seller and Buyer intend that section 49 of the Value Added Tax Act 1994 (and the equivalent provision under any other applicable law) shall apply to the sale of the Assets under this Agreement and accordingly:

(i) The Seller shall on the date of actual completion deliver to the Buyer all records referred to in section 49 (or the equivalent under any other applicable law);

(ii) The Seller shall not make any request to HM Revenue & Customs (or the relevant Tax Authority) for those records to be preserved by the Seller rather than the Buyer; and

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(iii) The Buyer shall preserve those records for such period as may be required by any applicable law and during that period permit the Seller reasonable access to them to inspect and make copies of them.

6.6 The Seller warrants that the business carried on at Completion by the Company is a business in respect of which the Company is entitled to recover all input tax (for VAT purposes) suffered by it.

7. COMPLETION

7.1 Completion shall take place at the offices of the Buyer’s Solicitors immediately after signature of this Agreement.

7.2 At Completion, the Seller shall deliver or procure the delivery to the Buyer or the Buyer’s Solicitors of the following:

7.2.1 all CTL Buy-out Agreements in a form acceptable to the Buyer acting reasonably;

7.2.2 evidence satisfactory to the Buyer that the CTL Buy-out Agreements having been completed in all respects;

7.2.3 all Assets capable of transfer by delivery;

7.2.4 such conveyances, transfers, assignments and novations in the Agreed Form including duly executed assignments of the leasehold CTL Properties, duly executed assignments of the Goodwill, Intellectual Property Rights of CTL including the Unregistered IP Assignment, the Trade Mark Assignment, the Domain Name Assignment and assignments/novations of the Contracts (including the CTL Intellectual Property Licences In and the CTL Intellectual Property Licences Out), all in the Agreed Form together with the requisite documents of title and relevant Third Party Consents as the Buyer may require to vest in the Buyer title to all of those Assets and which will permit the Buyer to enter into and take possession of the CTL Business and Assets in each case as agreed by the Buyer and the Seller not later than 2 Business Days prior to Completion;

7.2.5 all documents of title, certificates, deeds, licences, agreements and other documents relating to the Intellectual Property Rights of CTL and all manuals,drawings, plans, documents and other materials and media on which any Confidential Information or other Intellectual Property Rights of CTL are recorded in each case as agreed by the Buyer and the Seller not later than 2 Business Days prior to Completion;

7.2.6 the Records; and

7.2.7 a certified copy of a resolution of the board of directors of the Seller approving this Agreement, the Deed of Warranty and any agreement to be entered into by or document to be signed by or on behalf of the Seller pursuant to this Agreement or the Deed of Warranty or as referred to in either such agreement and authorising the execution by each person executing a document on behalf of the Seller, and the performance by the Seller, of all such agreements and documents.

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7.3 At Completion, the Seller shall give vacant possession of all the CTL Properties to the Buyer subject to such CTL Properties containing the Assets at Completion.

7.4 As soon as practicable after Completion, the Seller shall deliver or procure the delivery to the Buyer or the Buyer’s Solicitors of the following:

7.4.1 the deeds and documents relating to the title to (including certified copies of all documents held by mortgagees) the CTL Properties, releases from any mortgages, charges and liens, any VAT elections, Health and Safety files for the CTL Properties (or copies where the original is kept by the landlord) and all associated copyright licences, releases from guarantees, premium receipts, health and safety files, maintenance contracts and other documents relating thereto.

7.5 At Completion, the Buyer shall:

7.5.1 pay the CTL Purchase Price by way of wire transfer to the account of the Seller as notified to the Buyer’s Solicitors by or on behalf of the Seller by not later than 2 Business Days prior to Completion; and

7.5.2 deliver or procure the delivery to the Seller of a certified copy of a resolution of the Buyer’s board of directors approving any agreement to be entered into by or document to be signed by or on behalf of the Buyer pursuant to this Agreement or the Deed of Warranty or as referred to in either such agreement authorising the execution by each person executing a document on the Buyer’s behalf, and the performance by the Buyer of this Agreement and any such agreement or documents.

7.6 The Buyer shall not be obliged to complete this Agreement unless the Seller complies fully with the requirements of Clauses 7.2 and 7.3 and the Seller shall not be obliged to complete this Agreement until the Buyer complies fully with Clause 7.5.

7.7 If the requirements of Clauses 7.2 and 7.3 or 7.5 are not complied with on the Completion Date, the Buyer in the case of failure by the Seller to comply with Clauses 7.2 and 7.3 or the Seller in the case of failure by the Buyer to comply with Clause 7.5 may, without prejudice to any other rights or remedies which it may have:

7.7.1 defer Completion to a date not more than 20 Business Days after that date (in which case this Clause shall apply to Completion as so deferred); or

7.7.2 terminate this Agreement.

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7.8 The Buyer shall not be obliged to complete the sale and purchase of any of the CTL Business and Assets unless the sale and purchase of all the CTL Business and Assets is completed simultaneously.

8. PASSING OF TITLE AND RISK IN THE ASSETS AND THIRD PARTY CONSENTS

8.1 Title to and risk in respect of those Assets transferred at Completion shall pass to the Buyer on Completion and title to and risk in respect of those Assets transferred after Completion (if any) shall pass to the Buyer at the time of transfer.

8.2 The Seller undertakes, with effect from the Completion Date, to assign to the Buyer or procure the assignment to the Buyer of all Contracts which are capable of assignment without the consent of the other parties thereto or in respect of which consent of the other parties has been obtained prior to Completion.

8.3 After Completion and until each Asset has been delivered or formally transferred or assigned or novated to the Buyer, the Seller shall be deemed to hold such Assets on trust for the Buyer and account to the Buyer for any sums or other benefits received by the Seller in relation thereto as soon as reasonably practicable following receipt. To the extent that the Seller is able under law or the terms of any agreement to grant such rights to the Buyer, the Seller shall procure at the Buyer’s cost that the Buyer shall be entitled to the benefit, use and enjoyment of those Assets as against the Seller, to receive the income therefrom, and to have the right of enforcement of any Business Rights, if any, and, where the said Asset is the benefit of a Contract, to the extent that such sub-contracting is permissible under the terms of such Contract, the Buyer shall act as the Seller’s sub-contractor and perform all the obligations of the Seller under such Contract.

8.4 Where any Third Party Consent is required to transfer any Asset (including, without limitation, any Contract) to the Buyer and such Third Party Consent has not been obtained at or prior to Completion, the sale of that Asset shall be conditional on such Third Party Consent and the Seller shall use all reasonable endeavours both before and after the Completion Date to obtain such consent as soon as possible following Completion and to effect any transfer or assignment or novation of that Asset at the request of the Buyer after receipt of the Third Party Consent, and the Buyer shall use reasonable endeavours to co-operate with the Seller for such purposes. If any Third Party Consent is not forthcoming, the Seller shall continue to hold such Asset on trust for the Buyer on the same terms as those set out in Clause 8.3 above.

8.5 Unless and until any Contracts shall be novated or assigned, the Seller shall (so far as it may lawfully do so) act under the direction of the Buyer in all matters relating to such orders and contracts for so long as the Seller is authorised or required to do so by the Buyer and shall not without the Buyer’s prior written consent make or effect any compromise, release, waiver or settlement of or otherwise take any action in relation to such Contracts or any other rights arising under the same to the extent they are Business Rights or Assumed Liabilities.

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8.6 In any case where a Third Party Consent is required in connection with the novation or assignment of a Contract and such consent is not forthcoming or is refused, the Seller shall use all reasonable endeavours to make such arrangements as may be acceptable to the Buyer for assuring to the Buyer the benefit of such Contracts.

8.7 If the benefit of a Contract or a Business Right cannot be transferred to the Buyer except by obtaining a Third Party Consent, this Agreement does not constitute an assignment or an attempted assignment or sub-contracting or attempted sub-contracting of the Contract or Business Rights if there is a material risk that the assignment or attempted assignment or sub-contracting or attempted sub-contracting would cause a third party to repudiate the Contract or would constitute a breach of the Contract.

9. PERFORMANCE OF CONTRACTS

9.1 The Seller shall procure that up to the Effective Time the Contracts are carried out in the ordinary course and in a proper and workmanlike manner in accordance with their terms and that the Buyer shall receive the benefit of the Contracts.

9.2 The Seller shall indemnify the Buyer against all losses, claims, costs, charges, demands, proceedings or judgments (including, without limitation, legal costs incurred in connection therewith) and expenses suffered or incurred by the Buyer as a result of the Seller’s performance of its obligations under each Contract to the extent that such losses, claims, costs, charges, demands, proceedings or judgments are attributable to the Seller’s act or omission before the Effective Time.

9.3 Subject to Clause 8 and Clause 9.5, the Buyer shall procure that with effect from Completion and subject to the Buyer receiving the benefit of the Contracts, the Contracts are carried out in the ordinary course and in a proper and workmanlike manner in accordance in all material respects with their terms.

9.4 Subject to Clause 8 and Clause 9.5, the Buyer shall indemnify the Seller against all losses, claims, costs, charges, demands, proceedings or judgments (including, without limitation, the legal costs incurred in connection therewith) and expenses suffered or incurred by the Seller as a result of the Buyer’s performance of the obligations under each Contract to the extent that such losses, claims costs, charges, demands, proceedings or judgments are attributable to the Buyer’s act or omission after the Effective Time or in relation to Contracts not transferred until after Completion, after the time of transfer.

9.5 In accordance with Clause 8.4, until the relevant Third Party Consent in relation to a Contract has been obtained or achieved the Seller shall do each act and thing reasonably requested by the Buyer to enable proper performance of the Contract and to provide for the Buyer to enjoy the benefit of the Contract.

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9.6 Nothing in Clause 9 shall affect or compromise a right of action that the Buyer has or would otherwise have had against the Seller under this Agreement in respect of the Contract in question.

9.7 The Buyer and the Seller agree that when any Contract becomes due for renewal or the term of the relevant Contract terminates, the Buyer and the Seller will use all reasonable endeavours to persuade the relevant counter-party to renew such Contract with the Buyer.

10. REIMBURSEMENT AND APPORTIONMENT OF CONTRACTUAL PAYMENTS AND PERIODIC OUTGOINGS

10.1 All Periodic Outgoings, Seller Prepayments and Customer Prepayments in respect of any period commencing before the Effective Time and ending after the Effective Time shall be apportioned in the Estimated Statement of Working Capital and Statement of Working Capital as set out below in this Clause 10.

10.2 All Periodic Outgoings shall be the responsibility of:

10.2.1 the Seller to the extent that they accrue or have accrued in respect of any period ending on or before the Effective Time;

10.2.2 the Buyer to the extent that they accrue or have accrued in respect of any period after the Effective Time; and

10.2.3 all such Periodic Outgoings shall where appropriate be apportioned between the Buyer and the Seller on a time basis and such apportionment shall be set out in the Estimated Statement of Working Capital and Statement of Working Capital.

10.3 Any Seller Prepayments shall be set out in the Estimated Statement of Working Capital and Statement of Working Capital. In the case of goods or services to be supplied partly before and partly after the Effective Time, the Estimated Statement of Working Capital and Statement of Working Capital shall apportion Seller Prepayments between the Buyer and the Seller in accordance with the Relevant Accounting Principles.

10.4 Any Customer Prepayments shall be set out in the Estimated Statement of Working Capital and Statement of Working Capital. In the case of goods or services to be supplied partly before and partly after the Effective Time, the Estimated Statement of Working Capital and Statement of Working Capital shall apportion Customer Prepayments between the Buyer and the Seller in accordance with the Relevant Accounting Principles.

11. PAYABLES AND RECEIVABLES

11.1 The Buyer shall use all reasonable endeavours to collect the Receivables referred to in Clause 2.1.10 in a manner as closely as possible approximating to the manner in which Receivables were collected by the Seller prior to the Effective Time. The Buyer shall not be required to take or threaten legal proceedings to recover such Receivables where such steps would not have been part of the normal routine of the Seller in collecting Receivables.

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11.2 The Buyer shall pay the Payables referred to in Clause 3.1.1 in a manner as closely as possible approximating to the manner in which Payables were paid by the Seller prior to the Effective Time.

11.3 The Payables referred to in Clause 11.1 which are paid by no later than 70 Business Days after Completion and the Receivables referred to in Clause 11.2 which are received by no later than 70 Business Days after Completion by the Buyer shall be shown in the Statement of Working Capital. If the amount actually paid by the Buyer in respect of the Payables referred to in Clause 3.1.1 by no later than 70 Business Days after Completion is more or less than the amount of such Payables as shown in the Estimated Statement of Working Capital or if the amount actually received by the Buyer in respect of the Receivables referred to in Clause 2.1.10 by no later than 70 Business Days after Completion is more or less than the amount of such Receivables as shown in the Estimated Statement of Working Capital, the Statement of Working Capital shall be adjusted so the amount of such Payables and Receivables as shown in the Statement of Working Capital shall reflect the amounts actually paid or received by the Buyer in accordance with this Clause 11.3.

11.4 The Buyer shall be entitled to prepay any such Payables before they become due and payable if in the Buyer’s opinion to do so is necessary or desirable to protect the goodwill attaching to the CTL Business after the Effective Time.

11.5 The Seller and any of its directors, officers or employees may only deal with or contact a person who is liable to make payment of any such Receivable or who is entitled to receipt of any such Payable with the prior written consent of the Buyer and if the Seller shall receive any communication or payment in respect thereof it shall immediately pass the same to the Buyer.

12. EMPLOYEES

The parties agree to observe and perform the provisions of Schedule 6 in relation to the Employees.

13. CTL PROPERTIES

The parties shall observe and perform the provisions of Schedule 7.

14. ACTION AFTER COMPLETION

14.1 As soon as practicable after Completion, the Seller shall join with the Buyer in sending out:

14.1.1 a notice in the Agreed Form as set out in Schedule 10 to all the Seller’s customers relating to the CTL Business and a similar notice to such other third parties as the Buyer shall reasonably request informing them of the transfer of the CTL Business; and

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14.1.2 a letter to the Employees in the Agreed Form as set out in Schedule 10.

14.2 All letters, notices, correspondence, information or enquiries relating to the CTL Business or the Assets which are received by the Seller after Completion will be passed to the Buyer forthwith.

14.3 The Seller shall procure that the names of the Seller and any member of the Sellers’ Group or any Affiliate thereof will be changed within five Business Days of Completion to exclude the words “CTL”, “Card Tech”, “Card Technology”, any confusingly similar words or names and any words or names which may suggest a connection with the CTL Business. The Seller acknowledges that reputation and goodwill are attached to the names “CTL”, “Card Tech” or Card Technology, and that the Buyer is acquiring all rights in that name under this Agreement.

14.4 The Seller shall and on being required to do so by the Buyer do or execute or procure the doing or executing of all acts and documents necessary to vest in the Buyer the full benefit of the CTL Business and the Assets.

14.5 The Seller shall procure that such books and records as are not included in the Records but which contain information which should be provided to the Buyer or which it may reasonably require for the purpose of the CTL Business or any Tax or other return in connection with it, are properly and diligently maintained and that as from Completion are made available for inspection and copying by representatives of the Buyer during business hours on reasonable advance notice being given for a period of 6 years from Completion.

14.6 For twelve months starting on the Completion Date the Seller shall give to the Buyer, at the Buyer’s cost, such information and assistance as the Buyer shall reasonably request in connection with the CTL Business and the Assets.

14.7 The Buyer shall make available the Records which are delivered to the Buyer pursuant to this Agreement (or, where relevant, such parts of such Records as exist at the date hereof) for inspection by the Seller during business hours on reasonable advance notice being given for a period of 6 years from Completion.

14.8 The parties agree that as soon as practicable after Completion they will seek to agree an apportionment of the Purchase Price and any adjustment thereto (under Clause 5.2 of this Agreement) between the various Assets. Such apportionment is to be based on the respective market value of each of such Assets. To the extent that such apportionment among Assets other than goodwill results in a difference between the Purchase Price and any said adjustment thereto and the total amount so apportioned such difference shall be attributed to goodwill. If such agreement cannot be reached within 45 days of Completion referral shall be made for determination of such apportionment to an independent member of the Institute of Chartered Accountants (or an equivalent body in any other jurisdiction including Cyprus) specialising in the valuation of assets of the type of assets concerned and acting as an expert not an arbitrator as agreed by the parties or in default of such agreement determined by the President for the time being of that institution. Such specialist shall also be authorised to determine how costs of obtaining his opinion should be allocated between the parties hereto.

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14.9 Prior to the Termination Agreement coming into effect, the Seller undertakes not to terminate any agreement with CTRL that is to be terminated pursuant to the Termination Agreement.

14.10 The Buyer agrees to assist and co-operate with the Seller in taking reasonable actions for the recovery of all withholding Taxes or other similar Taxes including applying for repayment of such Taxes which are properly deducted from the Receivables. To the extent that recovery of an amount is made by the Buyer in respect of any withholding Taxes, the Buyer agrees that within 10 business days of the receipt of such amount in cleared funds it will pay to the Seller as further consideration for such Receivable an amount equal to the amount recovered less any reasonable costs or expenses of professional advisors, Taxes or other third parties incurred by the Buyer. This Clause 14.10 is without prejudice to any of the Buyer’s other rights under this Agreement.

15. POST-COMPLETION RESTRICTIONS ON THE SELLER’S BUSINESS ACTIVITIES

15.1 The Seller shall not either alone or in conjunction with or on behalf of any other person, do any of the following activities without the prior written consent of the Buyer:

15.1.1 carry on or be engaged by or be interested in any Competing Business for a period of 24 months from the Completion Date;

15.1.2 use for any purposes the names “CTL”, “Card Tech”, “Card Technology” or any company name, trade or business name, domain name or distinctive mark, style or logo used by the Seller at any time during the 2 years leading up to and including Completion or any confusingly similar words, names, marks, styles or logos or any words, names, marks, styles or logos which might suggest a connection with the CTL Business;

15.1.3 for a period of 24 months from the Completion Date solicit, entice away from or approach in competition with the Buyer or attempt to solicit, entice away from or approach in competition with the Buyer any Employee engaged in a managerial, supervisory, programming, technical or sales capacity or any consultant to the CTL Business (whether or not such person would commit any breach of his contract of employment or engagement by reason of leaving the service of the CTL Business); or

15.1.4 for a period of 24 months from the Completion Date solicit, entice away from or approach in competition with the CTL Business attempt to solicit, entice away from or approach in competition with the CTL Business any person who:

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(a) was provided with goods or services by the CTL Business, or provided goods or services to the CTL Business, at any time during the 2 years up to and including Completion; or

(b) was negotiating with the Seller for the supply of goods or services by or to the CTL Business at any time during the 12 months up to and including Completion; or

15.1.5 deliberately act in a manner harmful to the goodwill of the CTL Business (as subsisting at the date of this Agreement) or deliberately omit to act where the consequence of such omission is likely to be harmful to the goodwill of the CTL Business (as subsisting at the date of this Agreement) in each case which is likely to have an adverse effect on the trading relationship with such persons as are referred to in Clause 15.1.4 to the detriment of the CTL Business.

15.2 The Seller shall not use or disclose any Confidential Information, other than as required by law or a regulatory body to which they are subject.

15.3 The Seller shall and on being reasonably required to do so by the Buyer now or at any time in the future, do or execute or procure the doing or executing of all acts and documents necessary to implement this Clause.

15.4 Each of the restrictions in this Clause 15 are considered by the parties to be reasonable for the legitimate protection of the business and goodwill of the CTL Business but each of them is separate and severable and if a restriction in this Clause 15 is held to be illegal, invalid or unenforceable, in whole or in part, that restriction shall be ineffective to the extent of such illegality, invalidity or unenforceability without rendering illegal, invalid or unenforceable the remaining restrictions which will continue to bind the Seller.

16. ANNOUNCEMENTS

16.1 Subject to Clause 16.2, no announcement or public statement concerning the existence, subject matter or any term of this Agreement shall be made by or on behalf of any party without the prior written approval of the Buyer and the Seller, such approval not to be unreasonably withheld or delayed.

16.2 This Clause 16 shall not apply to any announcement or public statement by any party required by law, or the rules of any regulatory or governmental body to which such party is subject, including the rules of a recognised investment exchange (as defined in the FSMA) or any stock exchange on which any securities of the relevant party are listed, in which case the party concerned shall make all reasonable attempts to agree the contents of such announcement or statement with the other party before it is made.

17. ASSIGNMENT

17.1 This Agreement shall be binding upon and enure for the benefit of the successors of the parties but shall not be assignable, save that the Buyer may at any time assign all or any part of its rights and benefits under this Agreement and any agreement referred to herein, including the Deed of Warranty and any other indemnities, undertakings and obligations given or undertaken by the Seller and any cause of action arising under or in respect of any of them, provided such assignment is in connection with the transfer of all of the CTL Business to any member of the Buyer’s Group. Every such assignee shall be entitled to enforce the benefits conferred upon it by such assignment and this Clause 17.1 directly against the Seller as permitted by the Contracts (Rights of Third Parties) Act 1999 and for that purpose each such assignee shall be entitled to the benefit of and be subject to all the provisions of this Agreement in any way relevant to the rights assigned to it and conferred upon it by this Clause 17.1.

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18. RIGHTS OF THIRD PARTIES

18.1 Except as provided in Clause 17 or as provided in the Deed of Warranty, a person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from such Act.

19. ENTIRE AGREEMENT AND VARIATION

19.1 This Agreement and the Deed of Warranty and the documents referred to in either of them constitutes the entire agreement between the parties and supersedes and replaces any previous agreement, understanding, undertaking, representation, warranty and arrangement of any nature whatsoever between the parties in relation to the subject matter of this Agreement.

19.2 Nothing in this Agreement shall have the effect of limiting or restricting any liability of the Seller arising as a result of fraud, deliberate non-disclosure or wilful concealment.

19.3 Any variation of this Agreement must be in writing and signed by each party or, in the case of a body corporate, a duly authorised officer or representative of such party.

20. WAIVER

A delay in exercising, or failure to exercise, any right or remedy under this Agreement does not constitute a waiver of such right or remedy or other rights or remedies nor shall either operate so as to bar the exercise or enforcement thereof.

21. CUMULATIVE RIGHTS AND REMEDIES

Except where this Agreement expressly provides otherwise, the rights, powers and remedies provided in this Agreement are cumulative and not exclusive of any rights and remedies provided by law and no single or partial exercise of any right or remedy under this Agreement or provided by law shall hinder or prevent further exercise of such or other rights or remedies.

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22. EFFECT OF COMPLETION

Except to the extent that they have been performed and except where the Agreement provides otherwise, the warranties, representations, indemnities and obligations contained in this Agreement or the Deed of Warranty remain in force after Completion.

23. SET-OFF

No set-off or counterclaim in respect of any payment due under this Agreement shall be permitted unless specified in this Agreement or the Deed of Warranty.

24. COSTS

Save as otherwise expressly stated in this Agreement, each party shall pay its own costs in connection with the negotiation, preparation and implementation of this Agreement and all agreements ancillary to it.

25. COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which when executed and delivered constitutes an original of this Agreement, but all the counterparts shall together constitute one and the same agreement. No counterpart shall be effective until each party has executed at least one counterpart.

26. NOTICES

26.1 A notice or other communication given under this Agreement shall be in writing and shall be served by delivering it to the party due to receive it at the address set out in this Clause 26 and shall be deemed to have been delivered in accordance with this Clause 26.

26.2 The parties’ addresses and fax numbers for the purposes of this Agreement are:

TSYS Card Tech Limited

Fulford Moor House

Fulford Road

York YO10 4DS

For the attention of : David Chew, Director

Fax number: +44 (0)19 0456 2074

Card Tech Limited

c/o Twin Gates

4 Grenville Close

Cobham

Surrey KT11 2JL

and

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c/o 25 Chiddingstone Street

London SW6 3TQ

or such other address or fax number as the relevant party notifies to the other parties, which change of address shall only take effect if delivered and received in accordance with this Clause.

26.3 A notice so addressed shall be deemed to have been received:

26.3.1 if personally delivered, at the time delivery;

26.3.2 if sent by pre-paid first class post, recorded delivery or registered post, two Business Days after the date of posting to the relevant address;

26.3.3 if sent by registered air-mail, five Business days after the date of posting to the relevant address; and

26.3.4 if sent by fax, on successful completion of its transmission as per a transmission report from the machine from which the fax was sent, save that if such notice of communication is received after the end of normal working hours (and “normal working hours” shall be deemed to be 8.30 am to 5.30 pm on any Business Day in the country of the recipient), such notice or communication shall be deemed to have been received on the next Business Day.

26.4 For the avoidance of doubt, notice given under this Agreement shall not be validly served if sent by electronic mail.

27. GOVERNING LAW

This Agreement is governed by, and shall be construed in accordance with, English law.

28. JURISDICTION

The parties irrevocably agree that the courts of England have exclusive jurisdiction to decide and to settle any dispute or claim arising out of or in connection with this Agreement (“Proceedings”).

29. SERVICE OF PROCESS

29.1 The parties agree that if a party ceases to be registered in England (in the case of a company) or ceases to be resident in England (in the case of an individual) such party shall, prior thereto appoint a process agent. Accordingly, Proceedings may be served on the relevant party at the address as referred to in Clause 26 or if such party is not registered or resident (as the case may be) in England by being served on such party’s appointed process agent pursuant to this Clause 29.

29.2 The relevant party shall appoint a process agent as soon as reasonably practicable and in any event not later than the date upon which such party ceases to be registered or resident in England, or not later than 10 Business Days after of a then existing appointment of a process agent ceasing to be effective or such process agent for any reason ceasing to act as process agent for the relevant party and failing which the party who may wish to serve proceedings on the relevant party and may appoint a new or replacement process agent (as the case may be) to accept service of process on behalf of the relevant party by notice to that party. This Clause does not affect the right to serve process in any other manner permitted by law.

IN WITNESS WHEREOF THIS AGREEMENT WAS EXECUTED BY THE PARTIES HERETO ON THE DATE SET OUT ON PAGE 1.

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EXECUTED by the parties:

Signed by JAFFAR AGHA-JAFFAR	)
for and on behalf of	)
CARD TECH LIMITED	)

 /s/Jaffar Agha-Jaffar Signature

Signed by BRUCE L. BACON	)
as attorney for and on behalf of	)
TSYS CARD TECH LIMITED	)

 /s/Bruce Bacon Signature

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EX-2.4

Exhibit 2.4

EXECUTION COPY

11 July 2006

AGREEMENT

FOR THE SALE AND PURCHASE OF SHARES IN

CARD TECH SERVICES (MALAYSIA) SDN BHD

between

CTL CARD TECH SERVICES LIMITED

and

TSYS CARD TECH SERVICES LIMITED

TABLE OF CONTENTS

Page

1	INTERPRETATION	1
2	SALE AND PURCHASE	3
3	CONSIDERATION	3
4	COMPLETION	3
5	POST-COMPLETION RESTRICTIONS ON EACH SELLER’S BUSINESS
	ACTIVITIES	5
6	ANNOUNCEMENTS	6
7	ASSIGNMENT	6
8	RIGHTS OF THIRD PARTIES	7
9	ENTIRE AGREEMENT AND VARIATION	7
10	WAIVER	7
11	CUMULATIVE RIGHTS AND REMEDIES	7
12	EFFECTIVE COMPLETION	7
13	SET OFF	7
14	COSTS	8
15	COUNTERPARTS	8
16	NOTICES	8
17	GOVERNING LAW AND JURISDICTION	9
18	SERVICE OF PROCESS	9

Schedule 1 Information about the Company

Schedule 2 Details of Sellers and their Shareholdings

Schedule 3 Real Property

Part 1 Freehold Properties

Part 2 Leasehold Properties

Part 3 Properties held on Licence

Part 4 Lettings

Schedule 4 Intellectual Property Rights of CTL Malaysia

Schedule 5 Intellectual Property Licences

Schedule 6 Deed of Confirmation regarding Indebtedness

THIS AGREEMENT is made on 11 July 2006 between the following parties:

(1) CTL CARD TECH SERVICES LIMITED, a company incorporated in Cyprus with (registered number 420040 and whose registered office is at Neoptolemou 6, Nicosia, Cyprus (the “Seller”); and

(2) TSYS CARD TECH SERVICES LIMITED, a company incorporated in Cyprus with registered number 151307 and whose registered office is at 90 Archibishop Makarios III, P.C. 1660, Nicosia, Cyprus (the “Buyer”).

RECITALS

The Seller is the legal and beneficial owner of the CTL Malaysia Shares and has agreed to sell and the Buyer has agreed to buy the CTL Malaysia Shares for the consideration and upon the terms and subject to the conditions set out in this Agreement and the Deed of Warranty.

IT IS AGREED as follows:

1 INTERPRETATION

1.1 In this Agreement, save as set out below, expressions defined in the Deed of Warranty shall have the same meanings:

“Company” or “CTL Malaysia”	means Card Tech Services (Malaysia) Sdn Bhd, a company incorporated in Malaysia with registered number 530418-P, brief particulars of which are set out in Schedule 1;
“Competing Business”	means any business effecting the processing, licensing, development or support of card management and support system similar to that operated by the Company at Completion;
“Completion”	means completion of the sale and purchase of the CTL Malaysia Shares in accordance with Clause 4 of this Agreement;
“Completion Date”	means the date of this Agreement;
“CTL Malaysia Purchase Price”	shall have the meaning given in Clause 3.1;
“CTL Malaysia Shares”	means the entire issued share capital of the Company as set out in Schedule 2; and
“Deed of Warranty”	means the deed of warranty entered into on today’s date between, amongst others, the Sellers, Card Tech Limited, Card Tech Services Limited and the Buyer.

1.2 In this Agreement:

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1.2.1 references to a “person” include an individual, body corporate (wherever incorporated), unincorporated association, trust or partnership (whether or not having separate legal personality), government, state or agency of a state, or two or more of the foregoing;

1.2.2 references to a clause or schedule are to a clause or schedule of this Agreement and references to this Agreement include the schedules, and in particular Schedules 3, 4, 5 and 7 of this Agreement which are incorporated herein for the purposes of the Deed of Warranty;

1.2.3 the headings in this Agreement do not affect its construction or interpretation;

1.2.4 references to a statute or a statutory provision include references to such statute or provision as amended or re-enacted whether before or after the date of this Agreement and include all subordinate legislation made under the relevant statute whether before or after the date of this Agreement save where that amendment or re-enactment will extend or increase the liability on any party under this Agreement;

1.2.5 a reference to a document is a reference to that document as amended or modified from time to time in writing by the mutual consent of the parties;

1.2.6 references to writing shall be deemed to include any modes of reproducing words in a legible or non-transitory form;

1.2.7 the singular includes the plural and vice versa and any gender includes any other gender;

1.2.8 references to an English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any other legal concept shall, in respect of any jurisdiction other than England, be deemed to include the legal concept which most nearly approximates in that legal jurisdiction to the English legal term;

1.2.9 all obligations of the Sellers under this Agreement, including any liability in respect of any Claims or any other breach of this Agreement, are joint and several; and

1.2.10 references to “indemnify” and “indemnifying” any person against any liability or circumstance include indemnifying him and keeping him harmless from all actions, claims, demands and proceedings from time to time made against that person and all losses, damages, payments, costs and expenses (including legal costs and expenses on a full indemnity basis) made, suffered or incurred by that person as a consequence of or which would not have arisen but for that liability or circumstance and where any payment made under any indemnity is subject to any Tax or cost or expense which would not have been incurred by the payee but for the payment, it shall be increased by such amount as is necessary to ensure that the payee receives the same net amount as it would have received had the payment not been subject to such Tax, cost or expense save that the payee shall use reasonable endeavours to mitigate any such Tax, cost or expense.

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2 SALE AND PURCHASE

2.1 The Seller shall sell with full title guarantee and free from any Encumbrance all of the CTL Malaysia Shares and the Buyer shall buy all of the CTL Malaysia Shares, with all rights attaching to the CTL Malaysia Shares as at or after the date of this Agreement.

2.2 The Seller waives and agrees to procure the waiver of any restrictions on transfer (including pre-emption rights) which may exist in relation to the CTL Malaysia Shares under the articles of association of the Company or otherwise.

2.3 Upon Completion the Seller shall be deemed to have given to the Buyer the same covenants in relation to the sale of the CTL Malaysia Shares as are implied by Part I of the Law of Property (Miscellaneous Provisions) Act 1994 where a disposition is expressed to be made with full title guarantee except that Section 6(2) of such Act shall be excluded and Section 3(1) of such Act shall apply as if the words “other than” to the end of the sub-section were deleted therefrom.

3 CONSIDERATION

3.1 The total consideration for the purchase of the CTL Malaysia Shares shall be satisfied by the payment at Completion to the Seller of the sum of US$ 5.0 million (the “CTLMalaysia Purchase Price”).

3.2 The CTL Purchase Price may be subject to adjustment after Completion pursuant to any adjustment arising as a result of the amount of the Working Capital of the Company at Completion as shown in the Statement of Working Capital differing from the amount of the Working Capital of the Company at Completion as shown in the Estimated Statement of Working Capital of the Company. Any such adjustment shall be made pursuant to and in accordance with Clause 3 of the Deed of Warranty.

3.3 Any payment made by the Seller to the Buyer under the representations, warranties or undertakings in this Agreement or the Deed of Warranty or for any claim for breach of this Agreement or breach of a relevant Warranty shall be treated as a reduction in the amount of the CTL Malaysia Purchase Price.

4 COMPLETION

4.1 Completion shall take place at the offices of the Buyer’s Solicitors immediately after signature of this Agreement.

4.2 At Completion, the Seller shall deliver or procure the delivery to the Buyer or the Buyer’s Solicitors of the following:

4.2.1 duly executed transfers of all CTL Malaysia Shares in favour of the Buyer or the Buyer’s nominee(s) and the relevant share certificates and any power of attorney under which any such transfer is executed on behalf of the Seller;

4.2.2 a waiver in the Agreed Form, executed as a deed by the Seller, of any pre-emption or other rights which it has, under the articles of association of the Company or otherwise, and any other documents or consents necessary to enable the Buyer or its nominee(s) to be registered as the holder of all CTL Malaysia Shares;

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4.2.3 a confirmation of indebtedness executed by the Seller in the form attached as Error! Reference source not found.:

4.2.4 resignation letters in the Agreed Form executed as a deed by each of Dr Raad Chalabi and Mohammed Al-Bassam in his capacity as a director of the Company effective from the Completion Date acknowledging that each has no claim against the Company in respect of breach of contract, compensation for loss of office, redundancy or unfair dismissal or on any other grounds whatsoever; and

4.2.5 a certified copy of a resolution of the board of directors of the Seller approving any agreement to be entered into by or document to be signed by or on behalf of the Seller pursuant to this Agreement or the Deed of Warranty or as referred to in either such agreement and authorising the execution by each person executing a document on behalf of the Seller, and the performance by the Seller of all such agreements and documents.

4.3 At Completion, the Buyer shall:

4.3.1 pay the CTL Malaysia Purchase Price by way of wire transfer to the account of the Seller as notified to the Buyer’s Solicitors by or on behalf of the Seller by not later than 2 Business Days prior to Completion; and

4.3.2 deliver or procure the delivery to the Seller of a certified copy of a resolution of the Buyer’s board of directors approving any agreement to be entered into by or document to be signed by or on behalf of the Buyer or pursuant to this Agreement or the Deed of Warranty or as referred to in either such agreement authorising the execution by each person executing a document on the Buyer’s behalf, and the performance by the Buyer of this Agreement and any such agreements or documents.

4.4 The Buyer shall not be obliged to complete this Agreement until the Seller complies fully with the requirements of Clause 4.2 and the Seller shall not be obliged to complete this Agreement until the Buyer complies fully with the requirements of Clause 4.3.

4.5 If any of the requirements of Clauses 4.2 or 4.3 are not complied with on the Completion Date, the Buyer (in the case of failure by the Seller to comply with Clause 4.2 or the Seller (in the case of failure by the Buyer to comply with Clause 4.3) may, without prejudice to any other rights or remedies which it or they may have:

4.5.1 defer Completion to a date not more than 20 Business Days after that date (in which case this Clause shall apply to Completion as so deferred); or

4.5.2 terminate this Agreement.

4.6 The Buyer shall not be obliged to complete the sale and purchase of any of the CTL Malaysia Shares unless the sale and purchase of all the CTL Malaysia Shares is completed simultaneously.

4.7 Following Completion, the Seller shall on being required to do so by the Buyer do or execute or procure the doing or executing of all acts and documents necessary to vest in the Buyer the full benefit of the Shares, including but not limited to obtaining a duly executed irrevocable power of attorney in favour of the Buyer or the Buyer’s

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nominee(s) empowering the Buyer or its nominee(s) to exercise the Seller’s rights as a shareholder of the Company pending stamping and registration of the transfer(s) referred to in 4.2.1, duly notarised.

4.8 Following completion, the Seller shall deliver or procure the delivery to the Buyer or the Buyer’s solicitors of the following:

4.8.1 evidence satisfactory to the Buyer that the Seller has been registered unconditionally in the register of members of the Company as the legal and beneficial holder of all the CTL Malaysia Shares; and

4.8.2 a Form PDS6 stamping proforma.

5 POST-COMPLETION RESTRICTIONS ON EACH SELLER'S BUSINESS ACTIVITIES

5.1 The Seller shall not either alone or in conjunction with or on behalf of any other person, do any of the following activities without the prior written consent of the Buyer:

5.1.1 carry on or be engaged by or be interested in any Competing Business for a period of 24 months from the Completion Date;

5.1.2 use for any purposes any company name, trade or business name, domain name or distinctive mark, style or logo used by the Company at any time during the 2 years up to and including Completion or any confusingly similar words, names, marks, styles or logos or any words, names, marks, styles or logos which might suggest a connection with the Company;

5.1.3 for a period of 24 months from the Completion Date solicit, entice away from or approach in competition with the Company or attempt to solicit, entice away from or approach in competition with the Company any person employed by the Company at any time before the Completion Date in a managerial, supervisory, programming, technical or sales capacity or any consultant to the Company (whether or not such person would commit any breach of his contract of employment or engagement by reason of leaving the service of the Company); or

5.1.4 for a period of 24 months from the Completion Date solicit, entice away from or approach in competition with the Company or attempt to solicit, entice away from or approach in competition with the Company any person who:

(a) was provided with goods or services by the Company, or provided goods or services to the Company, at any time during the 2 years up to and including Completion; or

(b) to such Seller’s knowledge was negotiating with the Company for the supply of goods or services by or to the Company at any time during the 12 months up to and including Completion; or

5.1.5 deliberately act in a manner harmful to the goodwill of the Company (as subsisting at the date of this Agreement) or deliberately omit to act where the consequence of such omission is likely to be harmful to the goodwill of the Company (as subsisting at the

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date of this Agreement) in each case which is likely to have an adverse effect on the trading relationship with such persons as are referred to in Clause 5.1.4 to the detriment of the Company.

5.2 The Seller shall not use or disclose any Confidential Information, other than as required by law or a regulatory body to which they are subject.

5.3 The Seller shall and on being reasonably required to do so by the Buyer now or at any time in the future, do or execute or procure the doing or executing of all acts and documents necessary to implement this Clause 5.

5.4 Each of the restrictions in this Clause 5 are considered by the parties to be reasonable for the legitimate protection of the business and goodwill of the Company but each of them is separate and severable and if a restriction in this Clause 5 is held to be illegal, invalid or unenforceable, in whole or in part, that restriction shall be ineffective to the extent of such illegality, invalidity or unenforceability without rendering illegal, invalid or unenforceable the remaining restrictions which will continue to bind the Seller.

6 ANNOUNCEMENTS

6.1 Subject to Clause 6.2, no announcement or public statement concerning the existence, subject matter or any term of this Agreement shall be made by or on behalf of any party without the prior written approval of the other parties, such approval not to be unreasonably withheld or delayed.

6.2 This Clause 6 shall not apply to any announcement or public statement by any party required by law, or the rules of any regulatory or governmental body to which such party is subject, including the rules of a recognised investment exchange (as defined and designated pursuant to the Financial Services and Markets Act 2000) or any stock exchange on which any securities of the relevant party are listed, in which case the party concerned shall make all reasonable attempts to agree the contents of such announcement or statement with the other party before it is made.

6.3 The Buyer and the Seller shall as soon as practicable after Completion procure that a joint announcement of the sale and purchase of the CTL Malaysia Shares is made to the customer and suppliers of the Company in the Agreed Form.

7 ASSIGNMENT

This Agreement shall be binding upon and enure for the benefit of the successors of the parties but shall not be assignable, save that the Buyer may at any time assign all or any part of its rights and benefits under this Agreement and any agreement referred to herein, including the Deed of Warranty and any other indemnities, undertakings and obligations given or undertaken by the Seller and any cause of action arising under or in respect of any of them, provided such assignment is in connection with the transfer of all of the CTL Malaysia Shares to any member of the Buyer’s Group. Every such assignee shall be entitled to enforce the benefits conferred upon it by such assignment and this Clause 7 directly against theSeller as permitted by the Contracts (Rights of Third Parties) Act 1999 and for that purpose each such assignee shall be

6

entitled to the benefit of and be subject to all the provisions of this Agreement in any way relevant to the rights assigned to it and conferred upon it by this Clause 7.

8 RIGHTS OF THIRD PARTIES

Except as provided in Clause 7 or as provided in the Deed of Warranty, a person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from such Act.

9 ENTIRE AGREEMENT AND VARIATION

9.1 This Agreement and the Deed of Warranty and the documents referred to in either of them, constitutes the entire agreement between the parties and supersedes and replaces any previous agreement, understanding, undertaking, representation, warranty and arrangement of any nature whatsoever between the parties in relation to the subject matter of this Agreement.

9.2 Nothing in this Agreement shall have the effect of limiting or restricting any liability of the Seller arising as a result of fraud, deliberate non-disclosure or wilful concealment.

9.3 Any variation of this Agreement must be in writing and signed by each party or, in the case of a body corporate, a duly authorised officer or representative of such party.

10 WAIVER

A delay in exercising, or failure to exercise, any right or remedy under this Agreement does not constitute a waiver of such right or remedy or other rights or remedies nor shall either operate so as to bar the exercise or enforcement thereof.

11 CUMULATIVE RIGHTS AND REMEDIES

Except where this Agreement expressly provides otherwise, the rights, powers and remedies provided in this Agreement are cumulative and not exclusive of any rights and remedies provided by law and no single or partial exercise of any right or remedy under this Agreement or provided by law shall hinder or prevent further exercise of such or other rights or remedies.

12 EFFECT OF COMPLETION

Except to the extent that they have been performed and except where the Agreement provides otherwise, the warranties, representations, indemnities and obligations contained in this Agreement or the Deed of Warranty remain in force after Completion.

13 SET OFF

No set off or counterclaim in respect of any payment due under this Agreement shall be permitted unless specified in this Agreement or the Deed of Warranty.

7

14 COSTS

Save as otherwise expressly stated in this Agreement, each party shall pay its own costs in connection with the negotiation, preparation and implementation of this Agreement and all agreements ancillary to it.

15 COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which when executed and delivered constitutes an original of this Agreement, but all the counterparts shall together constitute one and the same agreement. No counterpart shall be effective until each party has executed at least one counterpart.

16 NOTICES

16.1 A notice or other communication given under this Agreement shall be in writing and shall be served by delivering it to the party due to receive it at the address set out in this Clause 16 and shall be deemed to have been delivered in accordance with this Clause 16.

16.2 The parties’ addresses and fax numbers (where applicable) for the purposes of this Agreement are:

TSYS Card Tech Services Limited

90 Archibishop Makarios III, P.C. 1660, Nicosia, Cyprus

For the attention of : David Chew, Director

Fax number: +44(0) 1904562074

CTL Card Tech Services Limited

Neoptolemou 6, Nicosia, Cyprus

For the attention of : Bashar Chalabi, Director

or such other address or fax number as the relevant party notifies to the other parties, which change of address shall only take effect if delivered and received in accordance with this Clause.

16.3 A notice so addressed shall be deemed to have been received:

16.3.1 if personally delivered, at the time delivery;

16.3.2 if sent by registered post, two Business Days after the date of posting to the relevant address irrespective of the fact that the notice may be undelivered by the Post Office;

16.3.3 if sent by registered air-mail, five Business days after the date of posting to the relevant address; and

16.3.4 if sent by fax, on successful completion of its transmission as per a transmission report from the machine from which the fax was sent, save that if such notice of communication is received after the end of normal working hours (and “normal working hours” shall be deemed to be 8.30 am to 5.30 pm local time on any Business Day in the country of the recipient), such notice or communication shall be deemed to have been received on the next Business Day.

8

16.4 For the avoidance of doubt, notice given under this Agreement shall not be validly served if sent by electronic mail.

17 GOVERNING LAW AND JURISDICTION

17.1 This Agreement is governed by, and shall be construed in accordance with, English law.

17.2 The parties irrevocably agree that the courts of England have exclusive jurisdiction to decide and to settle any dispute or claim arising out of or in connection with this Agreement (“Proceedings”).

18 SERVICE OF PROCESS

18.1 The parties agree that if a party ceases to be registered in England (in the case of a company) or ceases to be resident in England (in the case of an individual) such party shall, prior thereto appoint a process agent. Accordingly, Proceedings may be served on the relevant party at the address as referred to in Clause 16.2 or if such party is not registered or resident (as the case may be) in England by being served on such party’s appointed process agent pursuant to this Clause 18.

18.2 The relevant party shall appoint a process agent as soon as reasonably practicable and in any event not later than the date upon which such party ceases to be registered or resident in England, or not later than 10 Business Days after of a then existing appointment of a process agent ceasing to be effective or such process agent for any reason ceasing to act as process agent for the relevant party and failing which the party who may wish to serve Proceedings on the relevant party and may appoint a new or replacement process agent (as the case may be) to accept service of process on behalf of the relevant party by notice to that party. This Clause does not affect the right to serve process in any other manner permitted by law.

18.3 CTSL hereby appoints Scrip Secretaries Limited of 17 Hanover Square, London, W15 1HV (fax number 020 77917 8555) as its process agent pursuant to this Clause 18.

18.4 Cyprus Buyer hereby appoints King & Spalding International LLP of 25 Cannon Street, London, EC4M 5SE (fax number 020 7551 7575) as its process agent pursuant to this Clause 18.

SIGNED BY THE PARTIES OR THEIR DULY AUTHORISED REPRESENTATIVES.

9

Signed by BASHAR CHALABI	)
for and on behalf of	)
CTL CARD TECH SERVICES LIMITED	)

/s/Bashar Chalabi Signature

Signed by BRUCE L. BACON	)
as attorney for and on behalf of	)
TSYS CARD TECH SERVICES LIMITED	)

/s/Bruce Bacon Signature

10

EX-2.5

Exhibit 2.5

EXECUTION COPY

11 July 2006

DEED OF WARRANTY

between

JAFFAR AGHA-JAFFAR

and

BASHAR CHALABI

and

CARD TECH LIMITED

and

CTL CARD TECH SERVICES LIMITED

and

TSYS CARD TECH HOLDING LIMITED

and

TSYS CARD TECH LIMITED

and

TSYS CARD TECH SERVICES LIMITED

TABLE OF CONTENTS

			Page
1	INTERPRETATION				1
2.	COMPLETION			19
3.	WORKING CAPITAL			20
4.	THE ESCROW AMOUNT			23
5.	CTRL WARRANTIES			25
6.	CTL (Malaysia) WARRANTIES			25
7.	CTL WARRANTIES			26
8.	CTSL WARRANTIES			26
9.	JAFFAR AND BASHAR WARRANTIES			27
10.	PROVISIONS APPLICABLE TO ALL WARRANTIES			27
11.	LIMITATIONS ON WARRANTY CLAIMS			27
12.	NOTICE OF AND CONDUCT OF CLAIMS			30
13.	GUARANTEE			31
14.	SELLER COVENANTS			32
15.	ANNOUNCEMENTS			33
16.	ASSIGNEMENT			33
17.	RIGHTS OF THIRD PARTIES			34
18.	ENTIRE AGREEMENT AND VARIATION			34
19.	EXCHANGE RATES			34
20.	WAIVER			34
21.	CUMULATIVE RIGHTS AND REMEDIES			35
22.	EFFECT OF COMPLETION			35
23.	SET-OFF			35
24.	COSTS			35
25.	COUNTERPARTS			36
26.	NOTICES			36
27.	GOVERNING LAW			37
28.	JURISDICTION			37
29.	SERVICE OF PROCESS			37
	SCHEDULE 1 Form of Statement of Working Capital and Estimated
		Statement of Working Capital
	SCHEDULE 2 The Relevant Accounting Principles
	SCHEDULE 3 CTL Asset Sale Agreement Warranties
	SCHEDULE 4 CTRL SHARE SALE WARRANTIES
	SCHEDULE 5 CTSL ASSET SALE AGREEMENT WARRANTIES
	SCHEDULE 6 CTL (MALAYSIA) SHARE SALE WARRANTIES
	SCHEDULE 7 JAFFAR AND BASHAR WARRANTIES
	SCHEDULE 8 CTRL TAXATION DEED
	SCHEDULE 9 CTL (MALYSIA) TAXATION DEED
	SCHEDULE 10 ESCROW AGREEMENT

THIS DEED OF WARRANTY is made on 11 July 2006 between the following parties:

(1) JAFFAR AGHA-JAFFAR, of Twin Gates, 4 Grenville Close, Cobham, Surrey KT11 2JL (“Jaffar”);

(2) BASHAR CHALABI, 25 Chiddingstone Street, London SW6 3TQ (“Bashar”);

(3) CARD TECH LIMITED a company incorporated in England & Wales (registered number 2402064) whose registered office is at Fourth Floor, 114A Cromwell Road, London SW7 4ES (“CTL”);

(4) CTL CARD TECH SERVICES LIMITED a company incorporated in Cyprus (registered number 42004) whose registered office is at Neoptoliman 6, Nicosia, Cyprus (“CTSL”);

(5) TSYS CARD TECH HOLDING LIMTED a company incorporated in England & Wales (registered number 5823739), whose registered office is at Fulford Moor House, Fulford Road, York YO10 4EY (“UK Buyer 1”);

(6) TSYS CARD TECH LIMTED a company incorporated in England & Wales (registered number 5843091), whose registered office is at Fulford Moor House, Fulford Road, York YO10 4EY (“UK Buyer 2”); and

(7) TSYS CARD TECH SERVICES LIMTED a company incorporated in Cyprus (registered number 151307), whose registered office is at 90 Archibishop Makarios III, P.C. 1660 Nicosia, Cyprus (“Cyprus Buyer”).

RECITALS

(A) Jaffar, Bashar and the UK Buyer 1 entered into the CTRL Agreement on today’s date for the sale to the UK Buyer 1 of the CTRL Shares.

(B) CTL and the UK Buyer 2 entered into a CTL Agreement on today’s date for the sale to the UK Buyer 2 of the CTL Business.

(C) CTSL and the Cyprus Buyer entered into a CTSL Agreement on today’s date for the sale to the Cyprus Buyer of the CTSL Business.

(D) CTSL and the Cyprus Buyer entered into the CTL (Malaysia) Agreement on today’s date for the sale to the Cyprus Buyer of the CTL (Malaysia) Shares.

(E) The parties wish to enter into this Deed to record certain matters related to, and the further representations, warranties and undertakings to be given in respect of, the transactions referred to in Recitals (A), (B), (C) and (D) above.

IT IS AGREED as follows:

1 INTERPRETATION

1.1 In this Deed, the following expressions have the following meanings:

“Accounts Date” means 31 December 2005;

1

“Actual Use”	means the purposes for which the relevant Property is used brief details of which are given in relevant Property Schedules of each of the CTL Agreement, CTL (Malaysia) Agreement, CTSL Agreement and CTRL Agreement;
“Adverse Effect”	means an adverse effect amounting to any claim, demand, loss, damage, cost or expense exceeding US$10,000;
“Affiliates”	means in relation to a specified person, (i) any other person that directly or indirectly controls, is controlled by, or under common control with, such person, (ii) the spouse, sibling, parent, or child of such person or any person falling within (i); and (iii) the trustees of any trust established by or on behalf of such person under which such person and/or his spouse, sibling, parent or child are the only persons capable of being a beneficiary or beneficiaries thereof save that in the case of TSYS no person that controls TSYS shall be deemed an Affiliate of TSYS or any of its subsidiaries;
“Agreed Form”	means in relation to a document, that document in the form agreed to and initialled for the purposes of identification by or on behalf of (a) Jaffar, Bashar and the UK Buyer 1 in relation to the CTRL Agreement, (b) CTL and the UK Buyer 2 in relation to the CTL Agreement, (c) CTSL and the Cyprus Buyer in relation to the CTL (Malaysia) Agreement and (d) CTSL and the Cyprus Buyer in relation to the CTSL Agreement;
“Aggregate Purchase Price”	means US$54.5 million;
“Ancillary Document”	means any licence, deed, permission, approval, consent or other document supplemental to or otherwise associated with any Occupational Agreement or any Letting Document;
“Business Day”	means any day other than a Saturday or Sunday on which banks are normally open for general business in London and New York;
“Buyer”	means the UK Buyer 1, UK Buyer 2 or the Cyprus Buyer as the case may be, “Buyers” means the UK Buyer 1, UK Buyer 2 or the Cyprus Buyer together and the “relevant Buyer” shall mean the relevant one thereof;

2

“Buyer’s Group”	means the relevant Buyer, any holding company of the relevant Buyer and any subsidiary of the relevant Buyer’s holding company from time to time provided that TSYS shall be deemed for these purposes to be the ultimate holding company of the Buyer’s Group;
“Buyer’s Solicitors”	means King & Spalding International LLP of 25 Cannon Street, London EC4M 5SE;
“Buy-out Agreements”	means (a) the CTRL Buy-out Agreements, (b) the CTL Buy-out Agreements and (c) the CTSL Buy-out Agreements;
“Card Technology Ltd”	means Card Technology Ltd (Cayman) a company incorporated in the Cayman Islands with registered number 328708;
“Claim”	means any claim by the relevant Buyer for a breach of any (a) CTRL Warranty, (b) CTL Warranty, (c) CTL (Malaysia) Warranty, (d) of the CTL (Malaysia) Taxation Deed, (e) CTSL Warranty or (f) of the CTRL Taxation Deed;
“Companies Act”	means the Companies Act 1985 (as amended by the Companies Act 1989) in relation to the United Kingdom and the Company Act 1965 (as amended) in relation to Malaysia;
“Completion”	means completion of this Deed of Warranty, the CTRL Agreement, the CTL Agreement, the CTSL Agreement and the CTL (Malaysia) Agreement;
“Completion Date”	means the date hereof;
“Computer Contracts”	means all arrangements and agreements pursuant to which any third party (which for such purposes shall include any of the respective Sellers under any of the CTRL Agreement, the CTL Agreement, the CTSL Agreement and the CTL (Malaysia) Agreement) provides any element of the Computer System to CTRL, the CTL Business, CTL (Malaysia) or the CTSL Business (as the case may be);

3

“Computer System”	means all computer hardware, software and networks owned or used by CTRL, the CTL Business, CTL (Malaysia) or the CTSL Business (as the case may be) including all arrangements relating to the provision of maintenance and support, security, disaster recovery, facilities management, bureau and on-line services to CTRL, the CTL Business, CTL (Malaysia) or the CTSL Business (as the case may be);
“Conduits”	means all sewers, drains, pipes, wires, cables, conduits and other conducting media and ancillary equipment and apparatus;
“Confidential Information”	means all information not publicly known (other than by reason of a breach of any confidentiality undertaking in relation to CTRL, CTL (Malaysia), the CTL Business or the CTSL Business (as the case may be) or any obligations under this Agreement, the CTRL Agreement, the CTL Agreement, the CTSL Agreement or the CTL (Malaysia) Agreement) which is used in or relating to the business, customers and affairs of CTRL, CTL (Malaysia), the CTL Business or the CTSL Business (as the case may be) including, without limitation, details of and information relating to (i) all formulas, designs, specifications, drawings, data, manuals and instructions; (ii) all customer lists and details; (iii) all commercial relationships and project negotiations; (iv) all marketing and sales information; (v) all business plans and forecasts; (vi) all technical or other expertise; (vii) all computer software; (viii) all accounting and tax records; and (ix) all correspondence, orders and enquiries relating to any of the above;
“Costs”	means obligations, liabilities, losses, damages, actions, proceedings, claims, demands, costs (including reasonable legal costs) and expenses (including Taxation), fines, penalties or interest, in each case of any nature whatsoever;
“CTL”	means Card Tech Limited, a company incorporated in England and Wales with registered number 2402064;
“CTL Accounts”	means the audited accounts of CTL for the twelve month period ended on the Accounts Date comprising a balance sheet, a profit and loss account, notes and directors’ and auditors’ reports and a cash flow statement;

4

“CTL Agreement”	means the agreement made on the date hereof between CTL and the UK Buyer 2 and pursuant to which the UK Buyer 2 has agreed to purchase, and CTL has agreed to sell, the CTL Business;
“CTL Business”	means the business of processing, licensing, development and support of card management systems to the banking and financial services industry operated by CTL;
“CTL Disclosure Letter”	means the letter dated the date of this Agreement from CTL to the UK Buyer 2 for the purpose of making disclosures against the CTL Warranties in accordance with Clause 7;
“CTL Group Companies”	means CTL, CTRL, CTSL and CTL Malaysia;
“CTL Intellectual Property Licences In”	means all licences granted to CTL in respect of any Intellectual Property used or required to be used in the CTL Business, the CTRL Business, the CTL (Malaysia) Business or the CTSL Business, details of which are set out in Schedule 4 of the CTL Agreement except for licences from CTRL, CTL (Malaysia) or CTSL;
“CTL Intellectual Property Licences Out”	means all licences granted by CTL in respect of any Intellectual Property, details of which are set out in Schedule 4 of the CTL Agreement except for licences to CTRL, CTL (Malaysia) or CTSL;
“CTL IP Applications”	has the meaning given in Schedule 3
“CTL IP Registrations”	has the meaning given in Schedule 3;
“CTL Programs”	means (i) the software listed in Schedule 3 of the CTL Agreement, (ii) the software listed in Schedule 4 of the CTRL Agreement, (iii) the Software listed in Schedule 4 of the CTSL Agreement, and (iv) all other software that has been or is being developed by or on behalf of CTL, CTRL, CTSL or CTL (Malaysia) for use in the banking and financial services industry;
“CTL Property”	means any Property details of which are set out in Schedule 7 of the CTL Agreement;
“CTL Purchase Price”	has the meaning ascribed thereto in the CTL Agreement;

5

“CTL Shares”	means the entire issued share capital of CTL;
“CTL Warranty”	means any statement set out in Clause 7 or Schedule 3;
“CTL (Malaysia)”	means Card Tech Services (Malaysia) SDN BHD, a company incorporated in Malaysia with registered number 530418-P;
“CTL (Malaysia)Accounts”	means the audited accounts of CTL (Malaysia) for the twelve month period ended on the Accounts Date comprising a balance sheet, a profit and loss account, notes and directors’ and auditors’ reports and a cash flow statement;
“CTL (Malaysia)Agreement”	means the agreement of today’s date between CTSL and the Cyprus Buyer pursuant to which the Buyer has agreed to purchase, and CTSL has agreed to sell, the CTL (Malaysia) Shares;
“CTL (Malaysia)Business”	means the business of processing, licensing, development and support of card management systems to the banking and financial services industry operated by CTL Malaysia;
“CTL (Malaysia)DisclosureLetter”	means the letter dated the date of this Agreement from CTSL to the Cyprus Buyer for the purpose of making disclosures against the CTL (Malaysia) Warranties in accordance with Clause 6;
“CTL (Malaysia)Intellectual Property Licences In”	means all licences granted to CTL (Malaysia) in respect of any Intellectual Property used or required to be used in the CTL (Malaysia) Business, the CTRL Business, the CTL Business or the CTSL Business, details of which are set out in Schedule 5 of the CTL (Malaysia) Agreement except from licences to CTRL, CTL or CTSL;
“CTL (Malaysia)Intellectual Property Licences Out”	means all licences granted by CTL (Malaysia) in respect of any Intellectual Property, details of which are set out in Schedule 5 of the CTL (Malaysia) Agreement except for licences to CTRL, CTL or CTSL;
“CTL (Malaysia)IP Applications”	has the meaning given in Schedule 6;

6

“CTL (Malaysia)IP Registrations”	has the meaning given in Schedule 6;
“CTL (Malaysia)Property”	means any Property details of which are set out in Schedule 3 of the CTL (Malaysia) Agreement;
“CTL (Malaysia)Purchase Price”	has the meaning ascribed thereto in the CTL (Malaysia) Agreement;
“CTL (Malaysia)Shares”	means the entire issued share capital of CTL (Malaysia);
“CTL (Malaysia)Taxation Deed”	means the covenants relating to Taxation set out in Schedule 9;
“CTL (Malaysia)Taxation Warranties”	means the statements set out in Sections A and C of the CTL (Malaysia) Warranties;
“CTL (Malaysia)Warranty”	means any statement set out in Clause 6 or Schedule 6;
“CTRL”	means Card Tech Research Limited, a company incorporated in England and Wales with registered number 2522710;
“CTRLAccounts”	means the audited accounts of CTRL for the twelve month period ended on the Accounts Date comprising a balance sheet, a profit and loss account, notes and directors’ and auditors’ reports and a cash flow statement;
“CTRL Agreement”	means the agreement of today’s date between Jaffar, Bashar and the UK Buyer 1 pursuant to which the UK Buyer 1 has agreed to purchase, and Jaffar and Bashar have agreed to sell, the CTRL Shares;
“CTRL Business”	means the business of licensing and development of card management and support systems to the banking and financial services industry operated by CTRL;
“CTRL Disclosure Letter”	means the letter dated the date of this Agreement from Jaffar and Bashar to the UK Buyer 1 for the purpose of making disclosures against the CTRL Warranties in accordance with Clause 5;

7

“CTRL Intellectual Property Licences In”	means all licences granted to CTRL in respect of any Intellectual Property used or required to be used in the CTRL Business, the CTL Business, the CTL (Malaysia) Business or the CTSL Business, details of which are set out in Schedule 5 of the CTRL Agreement except for licences from CTL, CTL (Malaysia) or CTSL;
“CTRL Intellectual Property Licences Out”	means all licences granted by CTRL in respect of any Intellectual Property, details of which are set out in Schedule 5 of the CTRL Agreement except for licences to CTL, CTL (Malaysia) or CTSL;
“CTRL IP Applications”	has the meaning given in Schedule 4;
“CTRL IP Registrations”	has the meaning given in Schedule 4;
“CTL-R, LTD (Russia)”	means CTL-R, LTD (Russia), a company incorporated in Russia with registered number 1027700309240;
“CTRL Property”	means any Property details of which are set out in Schedule 3 of the CTRL Agreement;
“CTRL Purchase Price”	has the meaning ascribed thereto in the CTRL Agreement;
“CTRL Shares”	means the entire issued share capital of CTRL;
“CTRL Taxation Deed”	means the covenants relating to Taxation set out in Schedule 8;
“CTRL Taxation Warranties”	means the statements set out in Sections A and B of the CTRL Warranties;
“CTRL Warranty”	means any statement set out in Clause 5 or Schedule 4;
“CTSL”	means CTSL Card Tech Services Limited (Cyprus), a company incorporated in Cyprus with registered number 42004;
“CTSL Accounts”	means the audited accounts of CTSL for the twelve month period ended on the Accounts Date comprising a balance sheet, a profit and loss account, notes and directors’ and auditors’ reports and a cash flow statement;
“CTSL Agreement”	means the agreement of today’s date between CTSL and the Cyprus Buyer pursuant to which the Cyprus Buyer has agreed to purchase, and CTSL has agreed to sell, the CTSL Business;

8

“CTSL Business”	means the business of processing, licensing, development and support of card management systems to the banking and financial services industry operated by CTSL;
“CTSL Disclosure Letter”	means the letter dated the date of this Agreement from CTSL to the Cyprus Buyer for the purpose of making disclosures against the CTSL Warranties in accordance with Clause 8;
“CTSL Intellectual Property Licences In”	means all licences granted to CTSL in respect of any Intellectual Property used or required to be used in the CTSL Business, the CTRL Business, the CTL (Malaysia) Business or the CTL Business details of which are set out in Schedule 4 of the CTSL Agreement except for licences from CTRL, CTL (Malaysia) or CTL;
“CTSLIntellectual Property Licences Out”	means all licences granted by CTSL in respect of any Intellectual Property, details of which are set out in Schedule 4 of the CTSL Agreement except for licences to CTRL, CTL (Malaysia) or CTL;
“CTSL IP Applications”	has the meaning given in Schedule 5;
“CTSL IP Registrations”	has the meaning given in Schedule 5;
“CTSL Property”	means any Property details of which are set out in Schedule 7 of the CTSL Agreement;
“CTSL Purchase Price”	has the meaning ascribed thereto in the CTSL Agreement;
“CTSL Shares”	means the entire issued share capital of CTSL;
“CTSL Warranty”	means any statement set out in Clause 8 or Schedule 5;
“Determination”	means a judgment of a court of competent jurisdiction (which is not subject to appeal) (and “Determined” shall be construed accordingly);
“Eligible Employees”	means Jaffar and Bashar and each of the other Key Personnel and “Eligible Employee” shall mean each of them individually;

9

“Encumbrance”	means a mortgage, charge, pledge, lien, option, restriction, third party right or interest, or any other encumbrance or security interest of any kind;
“Environment”	means the environment as defined in section 1(2) of the Environmental Protection Act 1990 or applicable legislation relating to the environment in the relevant jurisdiction and shall also include any living organisms or other ecological systems of which they form part and in the case of man includes his senses and his property;
“Environmental and Health and Safety Laws”	means all and any of the following to the extent that they are enforceable from time to time in any applicable jurisdiction: (a)       any supranational, national, European Union, federal, state or local statutes, directives or other laws or legislation or subordinate legislation; (b)      all rules, regulations, orders (including orders in council and any orders of any Secretary of State), notices, guidelines, guidance notes, codes of practice or circulars made or issued under (a) above; (c)       all common laws, civil codes and equity; and (d)      any judgments, decisions, notices, orders, directions, agreements, instructions or awards by or with any person having regulatory powers and/or authority at law and/or any court of law or tribunal; to the extent that they relate to and/or concern the protection of the Environment or human health or safety (whether in the workplace or elsewhere) or provide remedies and/or compensation in respect of any harm to the Environment or human health or safety or any loss arising therefrom; and
“Environmental and Health and Safety Permits”	means any permit, licence, authorisation, consent or other approval required pursuant to any Environmental and Health and Safety Law and includes any variations or modifications thereto;
“Escrow Account”	means the account to be maintained by the Escrow Agent in accordance with the Escrow Agreement;

10

“Escrow Account Balance”	means, at any relevant time, the then amount standing to the credit of the Escrow Account (comprising the Escrow Amount) (i) plus any interest or profit generated therefrom, (ii) less any payments made from the Escrow Account to any Buyer pursuant to Clause 4.5, any payments made to the Sellers pursuant to Clause 4.4 and any amounts to which Clause 4.6 applies;
“Escrow AccountClaim”	means any claim by any Buyer for breach of any of the provisions of the CTRL Agreement, the CTL Agreement, the CTSL Agreement, the CTL (Malaysia) Agreement or this Agreement (including, without limitation, any payment due under Clause 3.6.3) or of any documents executed pursuant to any of them;
“Escrow Agent”	means Deutsche Bank AG, a corporation domiciled in Frankfurt am Main, Germany, acting through its London Branch at Winchester House, 1 Great Winchester Street, London EC2N 2DB as referred to in Clause 4 and appointed pursuant to the Escrow Agreement;
“Escrow Agreement”	means the agreement between the parties to this Agreement and the Escrow Agent in the Agreed Form attached as Schedule 10;
“Escrow Amount”	US$8 million;
“Escrow Period”	means the period commencing on the date of this Agreement and ending on the date falling two years after the date of this Agreement;
“Estimated Statement of Working Capital”	means in respect of each of CTRL, CTL (Malaysia), the CTL Business and the CTSL Business, the estimated statement of working capital in the Agreed Form prepared in accordance with Clause 3 and the Relevant Accounting Principles;
“Freehold Property”	means each and every freehold property comprised in CTL Property, CTL (Malaysia) Property, CTSL Property or CTRL Property (as the case may be);
“FSMA”	means the Financial Services and Markets Act 2000;

11

“holding company” and “subsidiary”	mean holding company and subsidiary respectively as defined in sections 736 and 736A of the Companies Act and shall apply to any company which is not incorporated in England and Wales as if such company was incorporated in England and Wales;
“Independent Accountant”	means an independent firm of internationally recognised chartered accountants as determined in accordance with Clause 3.3;
“Initial Escrow Period”	means the period commencing on the date of this Agreement and ending at midnight on 31 March 2007;
“Insurance Policies”	means in respect of each of CTRL, CTL (Malaysia), CTL and CTSL respectively all insurance policies maintained by it or in which it has an interest;
“Intellectual Property”	means all Intellectual Property Rights owned by CTRL, CTL (Malaysia), CTL or CTSL (as the case may be) including but not limited to the Intellectual Property set out in the relevant Intellectual Property Schedules of the CTRL Agreement, CTL (Malaysia) Agreement, CTL Agreement and the CTSL Agreement;
“Intellectual Property Rights”	means (i) all patents, registered trade marks, registered designs, applications and rights to apply for any of those rights; (ii) unregistered trade marks, copyrights (including, where applicable, applications and rights to apply for registration of copyright and rights in computer software), topography rights, database rights, moral rights, trade secrets, rights in designs and inventions, rights of confidentiality; (iii) trade, business and company names, internet domain names and email addresses; (iv) the goodwill attaching to any of the above rights; and (v) any forms of protection of a similar nature and having equivalent or similar effect to any of the rights described in (i) to (iv) above which may subsist anywhere in the world;

12

“IP Assignment”	means the Intellectual Property Assignment to be entered into at Completion, in the Agreed Form, between each of (1) CTL-R, LTD (Russia), (2) CTSL and (3) the Cyprus Buyer whereby certain intellectual property owned by CTL-R LTD (Russia) is to be assigned to the Cyprus Buyer;
“Jaffar and Bashar Warranty”	means any Statement in Clause 9 or Schedule 7;
“Key Personnel”	means Steve Hilling, Edith Kessler-Charalmabos, Evelyne Moussa, Theodoros Paschalides, Lambros Papadopoulos, Panayiotes Modestou, Chris Taylor, Rochelle Givoni;
“Lease”	means any lease or underlease (however inferior);
“Leasehold Property”	means each and every relevant Lease which are comprised in CTL Property, CTL (Malaysia) Property, CTSL Property or CTRL Property (as the case may be);
“Letting”	means the leases and licences which are comprised in CTL Property, CTL (Malaysia) Property, CTSL Property or CTRL Property (as the case may be);
“Licence”	means a licence, permit, consent, certification, notification, registration or other authorisation, used by, granted to, or required by CTRL, CTL (Malaysia), the CTL Business or the CTSL Business (as the case may be) which is material to and in connection with the carrying on of their respective businesses but excluding the CTL Intellectual Property Licences In, the CTL Intellectual Property Licences Out, the CTL (Malaysia) Intellectual Property licences In, the CTL (Malaysia) Intellectual Property Licences Out, the CTRL Intellectual Property Licences In, the CTRL Intellectual Property Licences Out, CTSL Intellectual Property Licences In and the CTSL Intellectual Property Licences Out;
“Management Reports”	means the unaudited combined reports of each of CTL, CTSL, CTRL and CTL (Malaysia) compiled separately copies of which are annexed to the CTL Disclosure Letter, CTSL Disclosure Letter, CTRL Disclosure Letter and the CTL (Malaysia) Disclosure Letter respectively;

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“Material Adverse Change”	means any change, event or effect materially adverse to the condition and operation (financial or otherwise), business, assets, liabilities, prospects, or results of operations, in each case, of (a) CTRL, (b) CTL (Malaysia), (c) the CTL Business or (d) the CTSL Business but excluding, (a) any material adverse change in financial, banking, capital markets or general economic conditions, or (b) any matter effected pursuant to and in accordance with the CTRL Agreement, CTL (Malaysia) Agreement, the CTL Agreement, the CTSL Agreement or this Agreement (as the case may be);
“Material Customers”	means in respect of all customer contracts of CTRL, CTL, CTSL and CTL (Malaysia), the 20 customers, which over the 12 calendar month period prior to 30 May 2006 have earned the greatest aggregate revenue for CTRL, CTL, CTSL or CTL (Malaysia) (taken together);
“Moral Rights”	means any and all moral rights, including (i) the right to be identified as the author or director of certain copyright material granted by Section 77 of the Copyright, Designs and Patents Act 1988; (ii) the right to object to derogatory treatment of certain copyright material granted by Section 80 of that Act; (iii) the right to privacy of certain photographs and films granted by Section 85 of that Act; and (iv) so far as legally possible, any broadly equivalent rights in any territory in the world;
“Occupational Agreement”	means any Lease, tenancy agreement, service occupancy, licence to occupy and other agreement or arrangement, together with any Ancillary Document, relating to the occupation or use of the relevant Property by CTRL, CTL (Malaysia), CTL or CTSL (as the case may be) (whether oral or written);
“Owner”	means, in respect of each Property, the company identified as the owner of the relevant Property in Schedule 7 of the CTL Agreement, Schedule 3 of the CTL (Malaysia) Agreement, Schedule 7 of the CTSL Agreement and Schedule 3 of the CTRL Agreement;
“Payables”	shall have the meaning ascribed thereto in the CTL Agreement and the CTSL Agreement (as the case may be);

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“Pension Plan”	any arrangement, plan or practice providing retirement benefit or pension or death or disability benefits;
“Permitted Encumbrances”	means (i) security interests arising by operation of law; or (ii) security interests under sales contracts with title retention provisions or equipment leases with third parties entered into in the ordinary course of business;
“Planning Legislation”	means in relation to the United Kingdom the Local Government Planning and Land Act 1980, the Town and Country Planning Act 1990, the Town and Country Planning (Consequential Provisions) Act 1990, the Planning (Control of Hazardous Substances) Act 1990, the Planning (Listed Buildings and Conservation Areas) Act 1990, the Planning and Compensation Act 1991 and all statutes and statutory instruments containing provisions relating to town and country planning from time to time in force and all other regulations, rules, orders and directions made thereunder and in relation to any jurisdiction other than the United Kingdom, all statutes, statutory instruments, laws, regulations, rules, orders and directives containing provisions relating to planning in relation to property from time to time in force and all other regulations, rules, orders and directions made thereunder;
“Previous Shareholders”	Raad Chalabi, Mohammed Al-Bassam, Leila Osserein, S.P. Degree Limited, Card Technology Ltd (Cayman Islands), Scalenine Limited and any of their Affiliates;
“Property”	means each and every CTL Property, CTL (Malaysia) Property, CTSL Property and CTRL Property and every part thereof including any buildings or structures thereon;
“Receivables”	shall have the meaning ascribed thereto in the CTL Agreement and the CTSL Agreement (as the case may be);
“Relevant Accounting Principles”	means the accounting principles set out in Schedule 2;
“Rent”	includes licence fees, charges for occupation or use, mesne profits, damages for trespass and compensation for use and/or occupation;

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“Retention Bonus Agreements”	means the bonus agreements between each of the Jaffar and Bashar and UK Buyer 2 in the Agreed Form;
“Sellers”	means in respect of (i) CTRL, Jaffar and Bashar, (ii) the CTL Business, CTL, (iii) CTL (Malaysia), CTSL and (iv) the CTSL Business, CTSL;
“Seller’s Solicitors”	means Stringer Saul of 17 Hanover Square London W1S 1HU and smwlaw of 26A Albermarle Street, London W1S 4HY;
“Senior Consultants”	means Christodoulos Stavrou, Rolandos Kamenias, Alok Bhargava, John Abraham, Theodoros A Savvides, Yiannos Karoullas, Panayiotis Modestou, Evelyne Moussa, Evelthon Patrickios and Joseph Elia;
“Services Agreement”	means the services agreement to be entered into at Completion, in the Agreed Form, between the Cyprus Buyer and CTSL whereby the Cyprus Buyer will purchase certain development and customer support services from CTSL which are provided to CTSL by CTL-R, LTD (Russia) and certain consultants of CTSL;
“Settlement”	means an agreement in writing signed by the relevant Sellers and the relevant Buyer in respect of one or more Escrow Account Claims (and “Settled” shall be construed accordingly).
“Statement of Working Capital”	means in respect of each of CTRL, CTL (Malaysia), the CTL Business and the CTSL Business (as the case may be) the statement of working capital in the Agreed Form prepared in accordance with Clause 3 and the Relevant Accounting Principles;

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“Tax” or “Taxation”

means (a)       any form of tax, levy, duty, rate, contribution, charge, impost, hypothecation, deduction, or withholding whether governmental, statutory, state, provincial, local governmental or municipal whenever created or imposed and whether of the United Kingdom, Malaysia or elsewhere including (without limitation): (i)      taxes on gross or net income, profits or gains, including any income tax (or amounts equivalent to it) required to be deducted or withheld from or otherwise accounted for, in respect of any payment or the provision of any benefit, corporation tax, advance corporation tax, corporate income tax, capital gains tax and any liability or charge under section 419 or section 601 ICTA; (ii)    any taxes, rates, levies or contributions on receipts, sales, use, licence, lease, service use, occupation, franchise or real property; (iii)   stamp duty, stamp duty land tax, stamp duty reserve tax and any documentary duties or taxes and any registration fees or duties; (iv)   any value added tax, goods and services tax, purchase tax, sales tax, wholesale tax, any turnover tax, service tax under the Service Taxes Act 1975 (Malaysia), added value tax and any investment tax; (v)     landfill tax, any environmental taxes and any other waste disposal tax or duty, duties or levies, any fuel tax and any tax on the construction of any building or structure and any other tax relating to any landfill; (vi)   any customs or excise duty, export duty under the Customs Act 1967 (Malaysia) or tax and import taxes or duties; (vii)  any social security contributions, national insurance contributions, employee provident fund contributions under the Employees Provident Fund Act 1991 (Malaysia) and any tax or levy on general salary or emoluments, fees paid or payable on or in respect of any employees or officers; (viii)any withholdings or deductions of or on account of any taxation; (ix)   real estate transfer taxes, real property gains tax under the Real Property Gains Tax Act 1975 (Malaysia), real estate and property taxes including stamp duty land tax; (x)     any capital duty or other tax, duty or levy in respect of the allotment or issue of any shares or securities or the raising of any capital; (xi)   any insurance taxes, including insurance premium tax; (xii)  any tax in respect of any dividend or distribution or any deemed or constructive dividend or distribution and for the avoidance of doubt any debt due under Section 108 Income Tax Act 1967 (Malaysia); (xiii)any capital transfer tax, inheritance tax, wealth tax, net wealth tax, gift tax, capital appreciation tax any taxes levied on or by reference to any asset value; and (xiv) any other taxes, levies, duties, rates, contributions, charges, imposts, deductions, hypothecations, or withholdings similar to, corresponding with or replacing or replaced by any of the foregoing, and (b)      all charges, surcharges, interest, penalties, fines and other similar liabilities incidental or relating to, or relating to any obligation in respect of, any Taxation falling within paragraph (a) of this definition;

“Tax Authority”

means any authority, body or person, whether of the United Kingdom, Malaysia or elsewhere, competent to impose, assess or collect any Taxation Liability;

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“Tax Warranties”	means any Warranty relating to Tax contained in the Warranties;
“Termination Agreement”	means the termination agreement to be entered into at Completion, in the Agreed Form, between each of (1) CTRL, (2) CTL (Malaysia), (3) CTL, (4) CTSL, (5) CTL-R, LTD (Russia), (6) Inpass Limited, (7) Card Technology Ltd, and (8) Algebra Limited whereby these parties agree to the termination of certain licences;
“TSYS”	means Total System Services, Inc;
“Unregistered CTL IP”	has the meaning given in Schedule 3;
“Unregistered CTL Malaysia IP”	has the meaning given in Schedule 6;
“Unregistered CTRL IP”	has the meaning given in Schedule 4;
“Unregistered CTSL IP”	has the meaning given in Schedule 5;
“Warranty”	means any of the CTRL Warranties, CTL (Malaysia) Warranties, CTL Warranties and CTSL Warranties; and
“Working Capital”	means the difference between the combined current assets and current liabilities of CTRL, CTL (Malaysia), the CTL Business and the CTSL Business (as the case may be) determined for the purposes of this Agreement pursuant to and in accordance with the Relevant Accounting Principles.

1.2 In this Agreement:

1.2.1 references to a “person” include an individual, body corporate (wherever incorporated), unincorporated association, trust or partnership (whether or not having separate legal personality), government, state or agency of a state, or two or more of the foregoing;

1.2.2 references to a clause or schedule are to a clause or schedule of this Agreement, and references to this Agreement include the schedules;

1.2.3 the headings in this Agreement do not affect its construction or interpretation;

1.2.4 references to a statute or a statutory provision include references to such statute or provision as amended or re-enacted whether before or after the date of this Agreement and include all subordinate legislation made under the relevant statute

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whether before or after the date of this Agreement save where that amendment or re-enactment will extend or increase the liability on any party under this Agreement;

1.2.5 a reference to a document is a reference to that document as amended or modified from time to time in writing by the mutual consent of the parties;

1.2.6 references to writing shall be deemed to include any modes of reproducing words in a legible or non-transitory form;

1.2.7 the singular includes the plural and vice versa and any gender includes any other gender;

1.2.8 the “winding-up”, “dissolution” or “administration” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business, including proceedings whereby liquidation, winding-up, reorganisation, dissolution, administration, arrangement, adjustment, protection or debtor’s relief is sought;

1.2.9 references to an English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any other legal concept shall, in respect of any jurisdiction other than England, be deemed to include the legal concept which most nearly approximates in that legal jurisdiction to the English legal term;

1.2.10 references to “indemnify” and “indemnifying” any person against any liability or circumstance include indemnifying him and keeping him harmless from all actions, claims, demands and proceedings from time to time made against that person and all losses, damages, payments, costs and expenses (including legal costs and expenses on a full indemnity basis) made, suffered or incurred by that person as a consequence of or which would not have arisen but for that liability or circumstance and where any payment made under any indemnity is subject to any Tax or cost or expense which would not have been incurred by the payee but for the payment, it shall be increased by such amount as is necessary to ensure that the payee receives the same net amount as it would have received had the payment not been subject to such Tax, cost or expense save that the payee shall use reasonable endeavours to mitigate any such Tax, cost or expense.

2 COMPLETION

2.1 Completion of this Agreement shall take place at the offices of the Buyer’s Solicitors immediately after signature of this Agreement and immediately prior to Completion of the CTRL Agreement, the CTL Agreement, the CTSL Agreement and the CTL (Malaysia) Agreement.

2.2 At Completion, the Sellers shall deliver or procure the delivery to the Buyer or the Buyer’s Solicitors of the following:

2.2.1 Bonus Agreements duly executed by each of Jaffar and Bashar;

2.2.2 the Services Agreement duly executed by CTSL;

2.2.3 the Escrow Agreement duly executed by each of the Sellers;

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2.2.4 the CTL Accounts, the CTSL Accounts, the CTRL Accounts and the CTL (Malaysia) Accounts in each case duly signed as required by applicable law as if such accounts were to be filed with the relevant regulatory body as required by applicable law; and

2.2.5 new employment Agreements in the Agreed form between CTL and each of Jaffar and Bashar.

2.3 At Completion, the Buyer shall deliver or procure the delivery to the Seller’s Solicitors of the following:

2.3.1 Bonus Agreements duly executed by the UK Buyer 1;

2.3.2 the Services Agreement duly executed by the Cyprus Buyer; and

2.3.3 the Escrow Agreement duly executed by the Buyers; and

2.3.4 the IP Assignment duly executed by the Cyprus Buyer.

2.4 At Completion, the Buyers shall procure the payment of the Escrow Amount to the Escrow Agent.

2.5 Within 14 days of Completion, the Sellers shall deliver or procure the delivery to the Buyer or the Buyer’s Solicitors of the following:

2.5.1 the Termination Agreement duly executed by CTRL, CTL (Malaysia), CTL, CTSL, CTL-R, LTD (Russia), Inpass Limited, Card Technology Limited and Algebra Limited; and

2.5.2 the IP Assignment duly executed by CTL-R, LTD (Russia) and CTSL.

3 WORKING CAPITAL

3.1 Not later than 5 Business Days prior to Completion the relevant Seller(s) and the Buyer shall agree the Estimated Statement of Working Capital in respect of each of CTRL, CTL (Malaysia), the CTL Business and the CTSL Business in each case prepared in accordance with the Relevant Accounting Principles.

3.2 Within 100 Business Days after Completion, the Buyer will review each of the Estimated Statements of Working Capital to ascertain whether each of the Estimated Statements of Working Capital gave a true and accurate view as at Completion of the Working Capital of CTRL, CTL (Malaysia), the CTL Business and the CTSL Business (as the case may be) including, without limitation, the reconciliation of payables and receivables of CTRL and CTL (Malaysia) to actual receipt of such payables and receivables and the reconciliation of payables and receivables of each of the CTL Business and the CTSL Business to actual payment or receipt of such payables and receivables in accordance with Clause 13.3 of the CTL Agreement and Clause 13.3 of the CTSL Agreement respectively in each case prepared in accordance with the Relevant Accounting Principles. The Buyer shall then prepare draft Statements of Working Capital in accordance with the Relevant Accounting Principles in respect of each of CTRL, CTL (Malaysia), the CTL Business and the CTSL Business at Completion showing where necessary where the relevant Estimated Statements of Working Capital did not give a true and accurate view as at

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Completion of the Working Capital of CTRL, CTL (Malaysia), the CTL Business and the CTSL Business as aforesaid including, without limitation, the reconciliation of payables and receivables of CTRL and CTL (Malaysia) to actual receipt of such payables and receivables and the reconciliation of payables and receivables of each of the CTL Business and the CTSL Business to actual payment or receipt of such payables and receivables in accordance with Clause 13.3 of the CTL Agreement and Clause 13.3 of the CTSL Agreement respectively. The relevant Seller(s) shall procure, so far as they are able, that the auditors of CTRL, CTL (Malaysia), CTL and CTSL shall provide to the relevant Buyer all reasonable assistance and access to documents or records to perform its obligations hereunder, including access to all working papers. Once prepared, and no later than 120 Business Days after Completion, the draft Statements of Working Capital shall be delivered by the Buyers to the Seller(s). No later than 10 Business Days after the receipt of the relevant draft Statement of Working Capital, the relevant Seller(s) shall notify the Buyers in writing whether or not they accept the relevant draft Statement of Working Capital. The Buyer relevant shall ensure that the relevant Seller(s) are given access to all additional information they may reasonably require to enable the relevant Seller(s) to make a determination in respect of the relevant draft Statement of Working Capital.

If the relevant Seller(s) notify the Buyers that they do not accept the relevant draft Statement of Working Capital:

(a) the relevant Seller(s) shall set out in such notice their reasons for such non-acceptance and specify the adjustments, with supporting evidence, which they believe should be made to the relevant draft Statement of Working Capital in order to comply with the requirements of this Agreement; and

(b) within 10 Business Days of receipt by the Buyers of such notice, the Buyers and the relevant Seller(s) shall use all reasonable endeavours to agree the adjustment (if any) to be made to the relevant draft Statement of Working Capital.

If the relevant Seller(s) accept the relevant draft Statement of Working Capital (either as originally submitted or after agreed adjustments) or if the relevant Seller(s) fail to notify the Buyers of their non-acceptance of the relevant draft Statement of Working Capital within the period referred to in this Clause 3.2, the relevant draft Statement of Working Capital (with any agreed adjustments) shall constitute the Statement of Working Capital in respect of CTRL, CTL (Malaysia), the CTL Business or the CTSL Business (as the case may be) which shall be final and binding on the parties.

3.3 If the Buyers and the relevant Seller(s) do not reach agreement within 10 Business Days of the relevant Seller(s) notice of non-acceptance under Clause 3.2, the matters in dispute may be referred on the application of either the relevant Seller(s) or the Buyers to an independent firm of internationally recognized chartered accountants as agreed by the Buyers and the relevant Seller(s) in writing or in default of nomination by agreement, appointed on the application of the Buyers or the relevant Seller(s) by the President for the time being of the Institute of Chartered Accountants in England and Wales or any successor body thereto for determination and a statement of what adjustments (if any) are necessary to the relevant draft Statement of Working Capital in order for them to have been prepared in accordance with this Agreement, on the following terms:

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(a) the Independent Accountant shall act as an expert (and not as an arbitrator);

(b) in so far as they are able, the Buyers and the relevant Seller(s) shall each provide the Independent Accountant with all information relating to CTRL, CTL (Malaysia), the CTL Business or the CTSL Business (as the case may be) which the Independent Accountant reasonably requires;

(c) the Independent Accountant’s decision shall be made within 20 Business Days of the referral and shall, in the absence of fraud or manifest error, be final and binding on the parties; and

(d) the Independent Accountant’s costs shall be paid equally by the Buyers (as to one half) and the relevant Seller(s) (as to the other half) or as it otherwise determines.

The costs of the Buyer’s Accountants pursuant to the provisions of this Clause 3 shall not be taken into account in the calculation of Working Capital. The costs of existing auditors shall be borne by the relevant Seller(s).

3.4 Within five Business Days after determination of the Statement of Working Capital in respect of each of CTRL, CTL (Malaysia), the CTL Business and the CTSL Business, if the Working Capital set out in the relevant Statement of Working Capital exceeds the amount of Working Capital stated in the relevant Estimated Statement of Working Capital (each the “Working Capital Amount”), the relevant Buyer shall, subject to clause 3.6, pay to the relevant Seller(s) the amount of such excess, together with an amount equivalent to interest thereon at the rate of two per cent above the base rate from time to time of Barclays Bank plc (accrued daily and compounded monthly) for the period from the Completion Date to the date of payment (each an “Excess”);

3.5 Within five Business Days after determination of the relevant Statement of Working Capital, if the Working Capital set out in the relevant Statement of Working Capital is less than the relevant Working Capital Amount, the relevant Seller(s) shall, subject to clause 3.6, pay to the relevant Buyer the amount of such shortfall, together with an amount equivalent to interest thereon at the rate of two per cent above the base rate from time to time of Barclays Bank plc (accrued daily and compounded monthly) for the period from the Completion Date to the date of payment (each a “Shortfall”).

3.6 Prior to the payment of any sum pursuant to Clause 3.4 or Clause 3.5 all Excesses and all Shortfalls in respect of CTRL, CTL (Malaysia), the CTL Business and the CTSL Business shall be aggregated and netted off against each other (for the avoidance of doubt producing one aggregate Excess or one aggregate Shortfall for the aggregate Working Capital of CTRL, CTL (Malaysia), the CTL Business and the CTSL Business taken together) and:

3.6.1 if the result thereof is there is no net aggregate Excess or net aggregate Shortfall then (a) the Buyers in the case of any Excess referred to in Clause 3.4 shall not be required to make any payment to any of the Sellers pursuant to Clause 3.4 and (b) the Sellers in the case of any Shortfall referred to in Clause 3.5 shall not be required to make any payment to any of the Buyers pursuant to Clause 3.5 and in the case of (a) and (b) appropriate payments shall be made between the relevant Sellers or

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between the relevant Buyers (as the case may be), so that in each case after such payments shall have been made between the relevant Sellers or between the relevant Buyers (as the case may be) no such Excess referred to in Clause 3.4 and no such Shortfall referred to in Clause 3.5 shall remain;

3.6.2 if the result thereof is there is a net aggregate Excess then the Buyers shall procure the payment to CTL of the amount of such net aggregate Excess in accordance with the payment mechanisms referred to in Clause 3.4 and CTL shall receive such sum in trust and on behalf of each of the Sellers (CTL being irrevocably authorised by each of the Sellers to receive the same) and payment of such sum shall constitute a good and sufficient discharge to the Buyers in respect of its obligations under Clause 3.4, and thereafter the Sellers shall make the appropriate payments to the relevant other Sellers so that after such payments shall have been made between the relevant Sellers no such Excess referred to in Clause 3.4 and no such Shortfall referred to in Clause 3.5 shall remain;

3.6.3 if the result thereof is there is a net aggregate Shortfall, CTL shall pay to the Buyers the amount of such net aggregate Shortfall in accordance with the payment mechanisms referred to in Clause 3.5 (CTL being authorised by each of the Sellers to make such payment) and payment of such sum shall constitute a good and sufficient discharge to the Sellers of their obligations to the Buyers under Clause 3.5, and thereafter the Sellers shall make the appropriate payments to the relevant other Sellers so that after such payments shall have been made between the relevant Sellers no such Excess referred to in Clause 3.4 and no such Shortfall referred to in Clause 3.5 shall remain save that any payments made to the Buyers pursuant to this Clause 3.6.3 may, at the direction of the Sellers, be made out of the Escrow Amount; and

3.6.4 for the avoidance of doubt the Buyers shall have no obligations or duties whatsoever to any Seller in respect of any payment due between the relevant Sellers pursuant to any of Clauses 3.6.1, 3.6.2 or 3.6.3.

4 THE ESCROW AMOUNT

4.1 At completion, the Buyers shall procure the deposit of the Escrow Amount in the Escrow Account and each of the Buyers and each of the Sellers shall enter into the Escrow Agreement, inter alia, appointing the Escrow Agent as escrow agent. The Escrow Amount shall not be subject to any right of set-off or claim which any institution, with which any of the Escrow Amount is held, may have from time to time have against any of the Sellers, the Buyers or the Escrow Agent.

4.2 Any bank or other charges arising in respect of the Escrow Account and the fees and expenses of the Escrow Agent determined in accordance with and pursuant to the Escrow Agreement shall be charged to the Escrow Account.

4.3 Any interest or profit generated from the Escrow Account (subject to any deduction of tax at source and any other charges properly charged to the Escrow Account) shall be retained in the Escrow Account as referred to in Clause 4.2. Each time part of the Escrow Amount is paid out of the Escrow Account to the Sellers or any Buyer it shall have added to it the corresponding proportion of the interest or profit accrued to the Escrow Account on the Business Day preceding the date of payment, save where the entire Escrow Amount is to be paid out when the corresponding

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proportion of the interest or profit accrued to the Escrow Account shall be calculated on the date of payment (subject to any deductions as above).

4.4 Subject to Clauses 4.5 to 4.7, the Escrow Agent shall:

(a) on the Business Day following the expiry of the Initial Escrow Period release to the Sellers an amount equal to 40 per cent of the then Escrow Account Balance less any deductions in accordance with Clause 4.2; and

(b) on the Business Day following the expiry of the Escrow Period release to the Sellers the then Escrow Account Balance less any deduction in accordance with Clause 4.2.

4.5 If one or more Escrow Account Claims is notified to the Escrow Agent and the Sellers in accordance with Clause 12 and is Settled or otherwise Determined within the Escrow Period, the Escrow Agent shall procure the payment out of the Escrow Account to the Buyers of an amount equal to the amount of the liability (as so Settled or Determined) together with any amount referred to in Clause 4.3 in satisfaction of the relevant liability or, if the aggregate amount in the Escrow Account is less than the amount of the liability, the Escrow Account Balance towards satisfaction of the relevant liability less any deductions in accordance with Clause 4.2.

4.6 If proceedings in respect of an Escrow Account Claim are commenced and notified to the Sellers in accordance with Clause 12 before the expiration of the Initial Escrow Period or the Escrow Period (as the case maybe) but such Escrow Account Claim is not Settled or otherwise Determined prior to the expiry of the Initial Escrow Period or the Escrow Period (as the case may be), then not later than 10 Business Days prior to the expiry of the Initial Escrow Period or the Escrow Period (as the case may be) the Buyers shall notify the Escrow Agent and the Sellers in writing of their reasonable estimate of the amount of such Escrow Account Claim on a without prejudice basis. Such estimate shall be accompanied by a written opinion of a Queen’s Counsel to the effect that in the light of the facts, matters and circumstances known to the Buyers and notified to the Queen’s Counsel, such Escrow Account Claim is not frivolous or vexatious and that the estimate is a reasonable one. On receipt by the Escrow Agent of such notice any release by the Escrow Agent from the Escrow Account pursuant to Clause 4.4 shall be subject to a deduction from the amount otherwise to be released of the amount so estimated.

4.7 The Escrow Agent shall retain the amount specified in Clause 4.6 in the Escrow Account until such Escrow Account Claim is Settled or otherwise Determined. On Settlement or other Determination of any such Escrow Account Claim the Escrow Agent shall pay to the Buyers from the Escrow Account an amount equal to the amount of the liability (as so Settled or Determined) in satisfaction of the relevant liability or, if the aggregate amount in the Escrow Account is less than the amount of the liability, the Escrow Account Balance towards satisfaction of the relevant liability.

4.8 For the avoidance of doubt, nothing contained in this Clause 4 shall prejudice the right of any Buyers to make any Escrow Account Claim against any of the Sellers in respect of any such Escrow Account Claim whether during or after the Escrow Period and to make recovery in respect of any such claim otherwise then in

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accordance with the procedure specified in this Clause 4.

5 CTRL WARRANTIES

5.1 Each of Jaffar and Bashar represents and warrants to UK Buyer 1 that each CTRL Warranty (save for CTRL Warranty 1.1) is true and accurate and not misleading at the date of this Agreement. Each of Jaffar and Bashar represents and warrants to UK Buyer 1 that Warranty 1.1 is true and accurate and not misleading in respect of the Shares set opposite his name in Schedule 2 of the CTRL Agreement at the date of this Agreement.

5.2 Each of Jaffar and Bashar acknowledge that UK Buyer 1 is entering into the CTRL Agreement and this Agreement in reliance upon the CTRL Warranties which have also been given as representations and with the intention of inducing UK Buyer 1 to enter into the CTRL Agreement and this Agreement.

5.3 The CTRL Warranties are qualified by matters fully and fairly disclosed such as to enable a person reasonably experienced in the business of TSYS and qualified in such matters to understand the issue in the CTRL Disclosure Letter but, subject thereto, shall not be qualified, nor shall a claim by UK Buyer 1 against Jaffar or Bashar under this Clause 5 be prevented or limited by any actual or constructive knowledge on the part of UK Buyer 1 or any of its Affiliates, or its or their respective directors, officers, employees or advisers, whether obtained through the CTRL Disclosure Letter, or otherwise.

5.4 Other than where expressly stated to the contrary, where a CTRL Warranty is qualified by the expression “to the best of the knowledge, information and belief of the relevant Sellers” or “so far as the relevant Sellers are aware”, that CTRL Warranty shall be deemed to include an additional statement that it has been made after enquiry of (i) each of Senior Consultants in the case of each CTRL Warranty numbered 19 and accordingly is deemed to include the knowledge, information and awareness of each such person that they possess in respect of CTRL.

6 CTL (MALAYSIA) WARRANTIES

6.1 CTSL represents and warrants to Cyprus Buyer that each CTL (Malaysia) Warranty is true and accurate and not misleading at the date of this Agreement.

6.2 CTSL acknowledges that Cyprus Buyer is entering into the CTL (Malaysia) Agreement and this Agreement in reliance upon the CTL (Malaysia) Warranties which have also been given as representations and with the intention of inducing the Cyprus Buyer to enter into the CTL (Malaysia) Agreement and this Agreement.

6.3 The CTL (Malaysia) Warranties are qualified by matters fully and fairly disclosed such as to enable a person reasonably experienced in the business of TSYS and qualified in such matters to understand the issue in the CTL (Malaysia) Disclosure Letter but, subject thereto, shall not be qualified, nor shall a claim by the Buyer against CTSL under this Clause 6 be prevented or limited by any actual or constructive knowledge on the part of the Cyprus Buyer or any of its Affiliates, or its or their respective directors, officers, employees or advisers, whether obtained through the CTL (Malaysia) Disclosure Letter, or otherwise.

6.4 Other than where expressly stated to the contrary, where a CTL (Malaysia)

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Warranty is qualified by the expression “to the best of the knowledge, information and belief of the relevant Sellers” or “so far as the relevant Sellers are aware”, that CTL (Malaysia) Warranty shall be deemed to include an additional statement that it has been made after enquiry of (i) each of Senior Consultants in the case of each CTL (Malaysia) Warranty numbered 19 and accordingly is deemed to include the knowledge, information and awareness of each such person that they possess in respect of CTL (Malaysia).

7 CTL WARRANTIES

7.1 CTL represents and warrants to UK Buyer 2 that each CTL Warranty is true and accurate and not misleading at the date of this Agreement.

7.2 CTL acknowledges that UK Buyer 2 is entering into the CTL Agreement and this Agreement in reliance upon the CTL Warranties which have also been given as representations and with the intention of inducing UK Buyer 2 to enter into this Agreement.

7.3 The CTL Warranties are qualified by matters fully and fairly disclosed such as to enable a person reasonably experienced in the business of TSYS and qualified in such matters to understand the issue in the CTL Disclosure Letter but, subject thereto, shall not be qualified, nor shall a claim by UK Buyer 2 against CTL under this Clause 7 be prevented or limited by any actual or constructive knowledge on the part of UK Buyer 2 or any of its Affiliates, or its or their respective directors, officers, employees or advisers, whether obtained through the CTL Disclosure Letter, or otherwise.

7.4 Other than where expressly stated to the contrary, where a CTL Warranty is qualified by the expression “to the best of the knowledge, information and belief of CTL” or “so far as CTL is aware”, that CTL Warranty shall be deemed to include an additional statement that it has been made after enquiry of (i) each of Senior Consultants in the case of each CTL Warranty numbered 15 and accordingly is deemed to include the knowledge, information and awareness of each such person that they possess in respect of each CTL.

8 CTSL WARRANTIES

8.1 CTSL represents and warrants to Cyprus Buyer that each CTSL Warranty is true and accurate and not misleading at the date of this Agreement.

8.2 CTSL acknowledges that Cyprus Buyer is entering into the CTSL Agreement and this Agreement in reliance upon the CTSL Warranties which have also been given as representations and with the intention of inducing Cyprus Buyer to enter into this Agreement.

8.3 The CTSL Warranties are qualified by matters fully and fairly disclosed such as to enable a person reasonably experienced in the business of TSYS and qualified in such matters to understand the issue in the CTSL Disclosure Letter but, subject thereto, shall not be qualified, nor shall a claim by Cyprus Buyer against CTSL under this Clause 8 be prevented or limited by any actual or constructive knowledge on the part of Cyprus Buyer or any of its Affiliates, or its or their respective directors, officers, employees or advisers, whether obtained through the CTSL Disclosure Letter, or otherwise.

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8.4 Other than where expressly stated to the contrary, where a CTSL Warranty is qualified by the expression “to the best of the knowledge, information and belief of CTSL” or “so far as CTSL is aware”, that CTSL Warranty shall be deemed to include an additional statement that it has been made after enquiry of (i) each of Senior Consultants in the case of each CTSL Warranty numbered 15 and accordingly is deemed to include the knowledge, information and awareness of each such person that they possess in respect of CTSL.

9 JAFFAR AND BASHAR WARRANTIES

9.1 Each of Jaffar and Bashar represents and warrants to the Buyers that each Jaffar and Bashar Warranty is true and accurate and not misleading at the date of this Agreement.

9.2 Each of Jaffar and Bashar acknowledge that the Buyers are entering into this Agreement in reliance upon the Jaffar and Bashar Warranties which have also been given as representations and with the intention of inducing the Buyers to enter into this Agreement.

10 PROVISIONS APPLICABLE TO ALL WARRANTIES

10.1 Each Seller undertakes not to make a claim against CTRL, CTL (Malaysia), CTL or CTSL or any director, officer or employee of any of the same (as the case may be) (the “Third Parties”) in respect of any loss or liability any Seller may incur pursuant to the CTRL Agreement, CTL (Malaysia) Agreement, the CTL Agreement, the CTSL Agreement or this Agreement (or any other document referred to therein or herein) or otherwise in connection with sale of the CTL Shares, the CTL (Malaysia) Shares, the CTL Business or the CTSL Business to the Buyers or in preparing the relevant Disclosure Letter. The rights of the Third Parties under this Clause 10 are intended to be enforceable under the Contracts (Rights of Third Parties) Act 1999 but subject to the terms that the Buyers have the right (which they may waive in whole or in part in their absolute discretion and without the consent of any Third Party) to have the sole conduct of any proceedings in relation to the enforcement of such rights (including any decision as to the commencement or compromise of such proceedings) but will not owe any duty or have any liability to any of the Third Parties in relation to such conduct. The rights of the Third Parties under this Clause 10 are not assignable and are subject to Clause 16 and the parties to this Agreement may rescind or vary this Agreement without the consent of any of the Third Parties.

10.2 Each of the Warranties shall be construed as a separate and independent warranty and shall not be limited or restricted in its scope by reference to or inference from any other term of another Warranty or this Agreement.

11 LIMITATIONS ON WARRANTY CLAIMS

11.1 Notwithstanding anything in this Agreement to the contrary, the provisions of this Clause 11 shall operate to limit the liability of each of the Sellers in respect of any Claim by any Buyer.

11.2 The aggregate liability of each of the Sellers for all Claims shall not exceed the Aggregate Purchase Price and the total liability of all Sellers for all Claims shall not exceed the Aggregate Purchase Price, provided in respect of any such Claim that if

27

the Claim may be made against Jaffar and Bashar that the relevant Buyer shall bring such Claim against both Jaffar and Bashar.

11.3 Each Seller shall not be liable for any Claim:

11.3.1 unless the aggregate amount of the Claim and any other Claims shall exceed US$ 500,000 (in which case the Buyers shall be entitled to claim the whole of such sum and not merely the excess);

11.3.2 unless the amount of any individual Claim exceeds US$ 50,000;

11.3.3 unless the Buyer(s) notifies the relevant Sellers in writing in reasonable detail of the Claim on or before the expiry of:

(a) the earlier of (i) six years and three calendar months after the end of the accounting period current at Completion or (ii) the date three months after the last statutory date upon which the relevant Tax Authority can make an assessment on CTRL, CTL (Malaysia), CTSL and CTL in relation to the Tax the subject of the Tax Warranties, if any, in the case of a Claim for breach of any of the Tax Warranties; and

(b) 24 months from the Completion Date in respect of any other Claims;

11.3.4 which is not satisfied, settled or withdrawn within 12 months of the date of notification of such Claim under Clause 11.3.3 unless proceedings in respect of it have been commenced by being both issued and served on the relevant Sellers.

11.4 The Sellers will have no liability in respect of any Claim:

11.4.1 to the extent that it arises or is increased as a result of the passing of, or a change in, any law, rule, regulation, interpretation of the law or administrative practice of a government, government department, agency or regulatory body or an increase in rates of Taxation after the date of this Agreement;

11.4.2 in the case of any subsequent sale and/or transfer of the CTRL Shares, CTL (Malaysia) Shares, the CTL Business or the CTSL Business (as the case may be) and/or any assignment permitted under the CTL Agreement, CTL (Malaysia) Agreement, the CTRL Agreement, the CTSL Agreement or this Agreement unless such sale or assignment is to a member of the Buyer’s Group;

11.4.3 in relation to CTRL or CTL (Malaysia), to the extent that it arises or is increased as a result of any provision or reserve in the Accounts and/or the Management Accounts being insufficient by reason of any increase in rates of Taxation after the date of this Agreement;

11.4.4 if it would not have arisen but for any act, omission, transaction or arrangement carried out at the request of or with the prior written consent of the Buyer(s) before Completion other than in accordance with this Agreement, the CTRL Agreement, the CTL (Malaysia) Agreement, the CTL Agreement or the CTSL Agreement or any agreement or document referred to herein or therein;

11.4.5 if it would not have arisen but for any voluntary act, omission, transaction or arrangement carried out after Completion by the Buyer(s), CTRL, CTL (Malaysia),

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or any member of the Buyers’ Group or any of their respective directors or employees or successors in title other than in accordance with this Agreement, the CTRL Agreement, the CTL (Malaysia) Agreement, the CTL Agreement or the CTSL Agreement or any agreement or document referred to herein or therein or other than pursuant to legally binding obligations of CTRL, CTL (Malaysia), the CTL Business or the CTSL Business (as the case may be) prior to Completion;

11.4.6 to the extent that such Claim arises, or has otherwise arisen and is increased, as a result of any reorganisation or change made in the ownership of the Buyers’ Group after Completion or any change in any accounting or Taxation policies or practice or accounting reference date of CTRL, CTL (Malaysia), or any member of the Buyer’s Group made after Completion;

11.4.7 in relation to CTRL or CTL (Malaysia), to the extent that it relates to any matter specifically provided for, or specifically included as a liability or specifically disclosed, in the CTRL Accounts, the CTL (Malaysia) Accounts and/or the Management Accounts.

11.5 If the Buyer or CTRL or CTL (Malaysia) or any member of the Buyers’ Group is entitled to recover from some other person any sum in respect of any matter or event which could give rise to a Claim, the Buyer(s) will (or will procure that CTRL or CTL (Malaysia) or a member of the Buyers’ Group will) take all reasonable steps to recover that sum before making such Claim, and any sum recovered will reduce the amount of such Claim after deduction of all reasonable costs and expenses of recovery save that if notice of such potential liability is provided to the relevant Sellers within the relevant time period referred to in Clause 11.3 the Claim will be deemed to have satisfied the provision in such Clause 11.3.

11.6 If the Sellers pay the Buyer(s) or CTRL or CTL (Malaysia) or any member of the Buyers’ Group a sum to settle or discharge a Claim and the Buyer(s) or CTRL or CTL (Malaysia) or any member of the Buyers’ Group subsequently recovers whether by payment, discount, credit, relief or otherwise from any third party (including any Tax Authority) a sum which is directly referable to the Claim then:

11.6.1 the relevant Buyer will (or will procure that CTRL or CTL (Malaysia) or the relevant member of the Buyers’ Group will) promptly pay to CTL as full repayment to the relevant Sellers the amount recovered from the third party less any reasonable costs and expenses incurred in recovering the same; or

11.6.2 if the figure resulting under Clause 11.6.1 above is greater than the amount paid by the relevant Sellers to settle or discharge the relevant Claim, then the relevant Buyer shall only be obliged to pay to the Sellers as full repayment to the Sellers such amount as is equivalent to the sum paid by the Sellers in settlement or discharge of that Claim.

11.6.3 CTL is authorised by each of the Sellers to receive any such payment made under this Clause 11.6 for and on behalf of any and all Sellers and payment by the relevant Buyer to CTL shall constitute a good and sufficient surcharge to the relevant Buyer under this Clause 11.6.

11.7 The Buyers shall not be entitled to recover damages or otherwise obtain payment, reimbursement or restitution more than once in respect of the same loss or liability.

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11.8 In relation to CTRL or CTL (Malaysia), if any potential Claim arises as a result of a contingent or unquantifiable liability of CTRL or CTL (Malaysia), the Sellers will not be obliged to pay any sum in respect of the potential Claim until the liability either ceases to be contingent or becomes quantifiable save that if notice of such contingent liability is provided to the relevant Sellers within the relevant time period referred to in Clause 11.3 the Claim will be deemed to have satisfied the provision of such Clause 11.3.

11.9 Nothing in this Clause 11 shall in any way restrict or limit the Buyers', CTRL’s, CTL (Malaysia)’s, or any member of the Buyer’s Group common law duty to mitigate its loss.

11.10 The Buyers confirm to the Sellers that they are not actually aware at the date of this Agreement, of any matter or thing which in their reasonable opinion will give rise to any Claim.

11.11 The limitations set out and referred to in Clauses 11.1 to 11.9 (inclusive) do not apply to a breach of Warranty:

(a) resulting from fraud, deliberate non-disclosure or wilful concealment; or

(b) in respect of a Warranty set out in paragraphs 1 of Schedules 4 and 6.

12 NOTICE OF AND CONDUCT OF CLAIMS

12.1 If following Completion the Buyer(s) becomes aware that any matter has arisen which will or is likely to give rise to a Claim (other than a Claim in respect of Tax in which case paragraph 4 (Conduct of Tax Assessments) of the CTRL Tax Deed or the CTL (Malaysia) Tax Deed shall apply as appropriate), the Buyer(s) will (or if the Claim relates to CTRL or CTL (Malaysia) will procure that CTRL or CTL (Malaysia) as the case may be will):

(a) as soon as reasonably practicable notify the relevant Sellers in writing of the potential Claim and of the matters which will or are likely to give rise to such Claim;

(b) not make any admission of liability, agreement or compromise with any person, body or authority in relation to the potential Claim without prior written consent of the relevant Sellers (such consent not to be unreasonably withheld or delayed);

(c) subject to being indemnified by the relevant Sellers against all costs and liabilities incurred in doing so and if permitted by law or any confidentiality obligation promptly disclose in writing to the relevant Sellers all information and documents relating to the potential Claim or the matters which will or are likely to give rise to the potential Claim;

(d) subject to being indemnified by the relevant Sellers against all costs and liabilities incurred in doing so and if permitted by law or any confidentiality obligation if requested by the relevant Sellers give the Sellers and their professional advisers’ reasonable access to:

(i) the personnel of CTRL, CTL (Malaysia) or the Buyer(s) in order to

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interview the personnel; and

(ii) any relevant premises, chattels, accounts, documents and records within the power, possession or control of the Buyer(s) and/or CTRL and/or CTL (Malaysia).

13 GUARANTEE

13.1 Each of Jaffar and Bashar irrevocably and unconditionally jointly and severally:

(a) guarantee to the Buyers the punctual performance by each of the Sellers of their respective obligations under this Deed of Warranty, the CTL Agreement, the CTL (Malaysia) Agreement, the CTRL Agreement, the CTSL Agreement, the Escrow Agreement, the CTRL Taxation Deed, the CTL (Malaysia) Taxation Deed, the Buy-out Agreements, Termination Agreement, the IP Assignment and the Services Agreement;

(b) undertakes with the Buyer(s) that whenever any Seller or the relevant Affiliate of the relevant Seller which is a party to any such agreement does not pay any amount when due under any agreement referred to in 13.1(a), he shall immediately on demand pay that amount as if he was the principal obligor; and

(c) indemnifies the Buyers immediately on demand against any cost, loss or liability suffered by the Buyers if any obligation guaranteed by him is or becomes unenforceable, invalid or illegal.

13.2 This guarantee is a continuing guarantee and will extent to the ultimate balance of sums payable by any Seller under this Deed of Warranty, the CTL Agreement, the CTL (Malaysia) Agreement, the CTRL Agreement, the CTSL Agreement or the Escrow Agreement, regardless of any intermediate payment or discharge in whole or in part.

13.3 If any payment by a Seller or any discharge given by any Buyer (whether in respect of the obligations of any Seller or any security for those obligations or otherwise) is avoided or reduced as a result of insolvency or any similar event:

(a) the liability of each Seller shall continue as if the payment, discharge, avoidance or reduction has not occurred; and

(b) the relevant Buyer shall be entitled to recover the value or amount of that security or payment from each Seller, as if the payment, discharge, avoidance or reduction had not occurred.

13.4 The obligations of each of Jaffar and Bashar under this Clause 13 will not be affected by an act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Clause 13 (without limitation and whether or not known to any Buyer) including:

(a) any time, waiver or consent granted to, or composition with, any Seller or other person;

(b) the release of any other Seller or any other person under the terms of any

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composition or arrangement with any creditor of any Seller;

(c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Seller or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

(d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any Seller or any other person;

(e) any amendment (however fundamental) or replacement of this Deed of Warranty, the CTRL Agreement, the CTL Agreement, the CTSL Agreement, the CTL (Malaysia) Agreement or the Escrow Agreement;

(f) any unenforceability, illegality or invalidity of any obligation of any person under this Deed of Warranty, the CTRL Agreement, the CTL (Malaysia) Agreement, the CTL Agreement, the CTSL Agreement or the Escrow Agreement; or

(g) any insolvency or similar proceedings.

13.5 Each of Jaffar and Bashar waives any right he may have of first requiring any Buyer (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from him under this Clause 13. This waiver applies irrespective of any law or any provision of this Deed of Warranty, the CTRL Agreement, the CTL (Malaysia) Agreement, the CTL Agreement, the CTSL Agreement or the Escrow Agreement to the contrary save that the Buyers acknowledge and agree that if the Buyers are satisfied that the relevant Seller in the case of the CTL Agreement, the CTL (Malaysia) Agreement and the CTSL Agreement has sufficient funds to settle the relevant claim, the Buyers shall proceed against and enforce its rights first against the relevant Seller prior to bringing a claim under this Clause 13 against Jaffar and Bashar.

13.6 Until all amounts which may be or become payable by the Sellers under or in connection with this Deed of Warranty, the CTRL Agreement, the CTL (Malaysia) Agreement, the CTL Agreement, the CTSL Agreement or the Escrow Agreement have been irrevocably paid in full and unless the Buyers otherwise direct, neither Jaffar nor Bashar will exercise any rights which they may have by reason of performance by it of his obligations under this Deed of Warranty, the CTRL Agreement, the CTL (Malaysia) Agreement, the CTL Agreement, the CTSL Agreement and the Escrow Agreement:

(a) to be indemnified by a Seller, to claim any contribution from any other guarantor of any Seller’s obligations under this Agreement; and/or

(b) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of any Buyer under this Deed of Warranty, the CTRL Agreement, the CTL (Malaysia) Agreement, the CTL Agreement, the CTSL Agreement and the Escrow Agreement or of any other guarantee or security taken pursuant to, or in connection with, this Agreement by any Buyer.

14 SELLER COVENANTS

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14.1 Each of Jaffar and Bashar covenant and undertake that at all times during the term of the Services Agreement, Jaffar and Bashar will procure that the services agreement between CTL-R LTD (Russia) and CTSL will not be terminated, that the services provided thereunder and pursuant to consultancy agreements for the provision of services related thereto between certain Russian persons and CTSL continue to be provided during such term, and that Jaffar and Bashar continue to hold the unencumbered legal and beneficial title to the entire issued share capital of CTL-R LTD (Russia) and CTSL and control the management of both such companies.

14.2 CTL undertakes, and Jaffar and Bashar undertake to procure that CTL does, not amend, terminate or grant any waiver or indulgence to any Previous Shareholder or any of their respective Affiliates of any provision of any CTL Buy-out Agreement and in particular but, without limitation, to use its best endeavours to enforce the provisions of Clauses 7 of any CTL Buy-out Agreement promptly upon becoming aware of any breach thereof and subject to the Buyers indemnifying the Seller for all reasonable costs in relation thereto allow the Buyers the exclusive conduct of any action to enforce any such provisions.

14.3 CTSL undertakes, and Jaffar and Bashar undertake to procure that CTSL does, not amend, terminate or grant any waiver or indulgence to any Previous Shareholder or any of their respective Affiliates of any provision of any CTSL Buy-out Agreement and in particular but, without limitation, to use its best endeavours to enforce the provisions of Clauses 7 of any CTSL Buy-out Agreement promptly upon becoming aware of any breach hereof and subject to the Buyers indemnifying the Seller for all reasonable costs in relation thereto allow the Buyers the exclusive conduct of any action to enforce any such provisions.

14.4 The Sellers agree to indemnify and keep indemnified the Buyers from and against all cost, loss, damage, expense or liability (including all legal fees and expenses) which any Buyer incurs or suffers as a consequence of the default by CTL, CTSL, CTL-R, LTD (Russia), Inpass Limited, Card Technology Ltd or Algebra Limited in the due and punctual performance of any of their obligations under the Termination Agreement.

15 ANNOUNCEMENTS

15.1 Subject to Clause 15.2, no announcement or public statement concerning the existence, subject matter or any term of this Agreement shall be made by or on behalf of any party without the prior written approval of the Buyer and the Sellers such approval not to be unreasonably withheld or delayed.

15.2 This Clause 15 shall not apply to any announcement or public statement by any party required by law, or the rules of any regulatory or governmental body to which such party is subject, including the rules of a recognised investment exchange (as defined in the FSMA) or any stock exchange on which any securities of the relevant party are listed, in which case the party concerned shall make all reasonable attempts to agree the contents of such announcement or statement with the other party before it is made.

16 ASSIGNMENT

16.1 This Agreement shall be binding upon and enure for the benefit of the successors of

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the parties but shall not be assignable, save that any Buyer may at any time assign all or any part of its rights and benefits under this Agreement and any agreement referred to herein and any other indemnities, undertakings and obligations given or undertaken by any Seller and any cause of action arising under or in respect of any of them, provided such assignment is in connection with the transfer of all of the CTL Business, the CTSL Business, CTRL and CTL (Malaysia) to any member of the Buyer’s Group. Every such assignee shall be entitled to enforce the benefits conferred upon it by such assignment and this Clause 16.1 directly against the relevant Seller as permitted by the Contracts (Rights of Third Parties) Act 1999 and for that purpose each such assignee shall be entitled to the benefit of and be subject to all the provisions of this Agreement in any way relevant to the rights assigned to it and conferred upon it by this Clause 17.1.

17 RIGHTS OF THIRD PARTIES

17.1 Except as provided in Clause 16 or as provided in the CTRL Agreement, the CTL (Malaysia) Agreement, CTL Agreement or CTSL Agreement a person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from such Act.

18 ENTIRE AGREEMENT AND VARIATION

18.1 This Agreement, the CTRL Agreement, the CTL Agreement, the CTL (Malaysia) Agreement, the CTSL Agreement, the Escrow Agreement and the documents referred to in it and them, constitute the entire agreement between the parties and supersede and replace any previous agreement, understanding, undertaking, representation, warranty and arrangement of any nature whatsoever between the parties in relation to the subject matter of this Agreement.

18.2 Nothing in this Agreement shall have the effect of limiting or restricting any liability of the Sellers arising as a result of fraud, deliberate non-disclosure or wilful concealment.

18.3 Any variation of this Agreement must be in writing and signed by each party or, in the case of a body corporate, a duly authorised officer or representative of such party.

19 EXCHANGE RATES

19.1 If the relevant provisions of this Agreement, the CTL Agreement, the CTRL Agreement, the CTSL Agreement or the CTL (Malaysia) Agreement refer to a US dollar amount and the amount in question is effected in a currency other than US dollar the said amount shall be converted for the purposes of the relevant provision as aforesaid at the relevant exchange rate at which such currency can be exchanged for US dollars on the relevant date as shown in the Financial Times (European Edition) on such date.

20 WAIVER

20.1 A delay in exercising, or failure to exercise, any right or remedy under this Agreement does not constitute a waiver of such right or remedy or other rights or remedies nor shall either operate so as to bar the exercise or enforcement thereof.

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21 CUMULATIVE RIGHTS AND REMEDIES

21.1 Except where this Agreement expressly provides otherwise, the rights, powers and remedies provided in this Agreement are cumulative and not exclusive of any rights and remedies provided by law and no single or partial exercise of any right or remedy under this Agreement or provided by law shall hinder or prevent further exercise of such or other rights or remedies.

22 EFFECT OF COMPLETION

22.1 Except to the extent that they have been performed and except where the Agreement provides otherwise, the warranties, representations, indemnities and obligations contained in this Agreement remain in force after Completion.

23 SET-OFF

23.1 All sums payable under this Agreement shall be paid free and clear of all deductions or withholdings whatsoever save only as provided in this Agreement or as may be required by law. If any deductions or withholdings are required by law then the party making the payment shall be obliged to pay the other party such additional sums as will, after such deduction or withholding has been made, leave the other party with the same amounts as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding.

23.2 No set-off or counterclaim in respect of any payment due under this Agreement shall be permitted unless specified in this Agreement.

23.3 Any payments made under this Clause 23, so far as possible, shall be treated as an adjustment to the relevant Purchase Price provided that this Clause 23.3 shall not operate in any way to limit the liability of the Sellers.

23.4 Any payment required to be made by any Seller to any Buyer under any Warranties, Tax Deed or for breach of any provision of any of the CTL Agreement, CTRL Agreement, CTSL Agreement or CTL (Malaysia) Agreement shall be made, so far as is reasonably possible so that the relevant Buyer benefits from the application of paragraph 13 of Extra Statutory Concession D33 (or its equivalent in any other jurisdiction) such that no liability to Taxation arises to the relevant Buyer in respect of such entitlement or payment. This Clause 23.4 is without prejudice to Clause 5 (gross up) of the Tax Deed or this Clause 23.

23.5 It is agreed that responsibility for all costs, charges or expenses (if any) incurred under the Escrow Agreement shall be shared as to one half by UK Buyer 1 and as to the other half by Jaffar and Bashar. In the event that the Escrow Agent claims any amount from any party to the Escrow Agreement and such party is not promptly reimbursed in such amount by UK Buyer 1 and/or Jaffar and Bashar (as the case may be), UK Buyer 1 and/or Jaffar and Bashar (as the case may be) shall promptly reimburse such party.

24 COSTS

24.1 Save as otherwise expressly stated in this Agreement, each party shall pay its own costs in connection with the negotiation, preparation and implementation of this Agreement and all agreements ancillary to it.

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25 COUNTERPARTS

25.1 This Agreement may be executed in any number of counterparts, each of which when executed and delivered constitutes an original of this Agreement, but all the counterparts shall together constitute one and the same agreement. No counterpart shall be effective until each party has executed at least one counterpart.

26 NOTICES

26.1 A notice or other communication given under this Agreement shall be in writing and shall be served by delivering it to the party due to receive it at the address set out in this Clause 26 and shall be deemed to have been delivered in accordance with this Clause 26.

26.2 The parties’ addresses and fax numbers for the purposes of this Agreement are:

Jaffar Agha-Jafar

Twin Gates, 4 Grenville Close, Cobham, Surrey KT11 2JL

Bashar Chalabi

25 Chiddingstone Street, London SW6 3TQ

Card Tech Limited

c/o Twin Gates, 4 Grenville Close, Cobham, Surrey KT11 2JL and

c/o 25 Chiddingstone Street, London SW6 3TQ

Card Tech Services Limited

c/o Twin Gates, 4 Grenville Close, Cobham, Surrey KT11 2JL and

c/o 25 Chiddingstone Street, London SW6 3TQ

TSYS Card Tech Holding Limited

Fulford Moor House, Fulford Road, York YO10 4EY

For the attention of: David Chew, Director

Fax number: +44 (0)19 045 62074

TSYS Card Tech Limited

Fulford Moor House, Fulford Road, York YO10 4EY

For the attention of: David Chew, Director

Fax number: +44 (0)19 045 62074

TSYS Card Tech Services Limited

90 Archibishop Makarios III, P.C. 1660 Nicosia, Cyprus

For the attention of: David Chew, Director

Fax number: +44 (0)19 045 62074

or such other address or fax number as the relevant party notifies to the other parties, which change of address shall only take effect if delivered and

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received in accordance with this Clause.

26.3 A notice so addressed shall be deemed to have been received:

(a) if personally delivered, at the time delivery;

(b) if sent by pre-paid first class post, recorded delivery or registered post, two Business Days after the date of posting to the relevant address;

(c) if sent by registered air-mail, five Business days after the date of posting to the relevant address; and

(d) if sent by fax, on successful completion of its transmission as per a transmission report from the machine from which the fax was sent, save that if such notice of communication is received after the end of normal working hours (and “normal working hours” shall be deemed to be 8.30 am to 5.30 pm on any Business Day in the country of the recipient), such notice or communication shall be deemed to have been received on the next Business Day.

26.4 For the avoidance of doubt, notice given under this Agreement shall not be validly served if sent by electronic mail.

27 GOVERNING LAW

27.1 This Agreement is governed by, and shall be construed in accordance with, English law.

28 JURISDICTION

28.1 The parties irrevocably agree that the courts of England have exclusive jurisdiction to decide and to settle any dispute or claim arising out of or in connection with this Agreement (“Proceedings”).

29 SERVICE OF PROCESS

29.1 The parties agree that if a party ceases to be registered in England (in the case of a company) or ceases to be resident in England (in the case of an individual) such party shall, prior thereto appoint a process agent. Accordingly, Proceedings may be served on the relevant party at the address as referred to in Clause 26 or if such party is not registered or resident (as the case may be) in England by being served on such party’s appointed process agent pursuant to this Clause 29.

29.2 The relevant party shall appoint a process agent as soon as reasonably practicable and in any event not later than the date upon which such party ceases to be registered or resident in England, or not later than 10 Business Days after of a then existing appointment of a process agent ceasing to be effective or such process agent for any reason ceasing to act as process agent for the relevant party and, failing which the party who may wish to serve Proceedings on the relevant party may appoint a new or replacement process agent (as the case may be) to accept service of process on behalf of the relevant party by notice to that party. This Clause does not affect the right to serve process in any other manner permitted by law.

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29.3 CTSL hereby appoints Scrip Secretaries of 17 Hanover Square, London W1S 1HU (fax number + 44 (0) 20 7917 8555 as its process agent pursuant to this Clause 29.

29.4 Cyprus Buyer hereby appoints King & Spalding International LLP of 25 Cannon Street, London EC4M 5SE (fax number +44 (0) 207 551 7575) as its process agent pursuant to this Clause 29.

IN WITNESS WHEREOF THIS AGREEMENT WAS EXECUTED BY THE PARTIES HERETO ON THE DATE SET OUT ON PAGE 1.

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EXECUTED by the Parties:

Signed as a deed by JAFFAR AGHA-JAFFAR in the presence of	)
	)
	)
		Signature /s/Jaffar Agha-Jaffar
Witness

Signed as a deed by BASHAR CHALABI in the presence of	)
	)
	)	Signature /s/Bashar Chalabi
Witness

Signed as a deed by CARD TECH LIMITED acting by two directors or by a director and its secretary	)	/s/Jaffar Agha-Jaffar
	)	Director
	) )
		/s/Bashar Chalabi
		Director/Secretary

Signed as a deed by CTL CARD TECH SERVICES LIMITED acting by two directors or by a director and its secretary	)	/s/Jaffar Agha-Jaffar
	)	Director
	) ) )
		/s/Bashar Chalabi
		Director/Secretary

38

Signed as a deed by BRUCE L. BACON as attorney for TSYS CARD TECH HOLDING LIMITED under a power of attorney dated 7 July 2006 in the presence of	)
	)
	)
	) ) ) )	Signature /s/Bruce Bacon
Witness

Signed as a deed by BRUCE L. BACON as attorney for TSYS CARD TECH LIMITED under a power of attorney dated 7 July 2006 in the presence of	)
	)
	) ) ) )	Signature /s/Bruce Bacon
Witness

Signed as a deed by BRUCE L. BACON as attorney for TSYS CARD TECH SERVICES LIMITED under a power of attorney dated 7 July 2006 in the presence of	)
	)
	)
	) ) ) )	Signature /s/Bruce Bacon
Witness

EX-99.1

Exhibit 99.1

For immediate release

Contacts:

Eric S. Bruner TSYS Media Relations +1.706.644.8457 ebruner@tsys.com Shawn Roberts TSYS Investor Relations +1.706.644.6081 shawnroberts@tsys.com

TSYS Expands Global Reach With Purchase of Card Tech Limited

TSYS now serves clients in 76 countries

Columbus, Ga., and Nicosia, Cyprus, 11 July 2006 — TSYS announced today that it has acquired Card Tech, Ltd., and related companies, adding valuable new issuing and acquiring capabilities and significantly extending its geographic reach to important markets in the Asia Pacific, Europe, the Middle East and Africa.

Card Tech, a privately owned London-based payments firm, has implemented its payments software for six of the 25 largest global banks and three of the largest global card issuers. Worldwide, the company has approximately 190 clients from 70 countries — primarily banks. Its applications are certified by all of the major global payment networks.

The all-cash transaction closed on 11 July 2006. The new company will be known as TSYS Card Tech.

“This is an important strategic acquisition to ensure TSYS’ continued expansion into new emerging markets. With TSYS Card Tech, we have established a truly global footprint with capabilities to provide server-based issuing and acquiring services for small- and mid-sized financial institutions in almost any market,” says M. Troy Woods, president and chief operating officer of TSYS. “Card Tech has a proven record of fast, reliable implementations and low entry costs and we are delighted to establish such a wonderful match.”

“Our affiliation with TSYS will enhance the services and capabilities that we can offer to our customers,” says Jaffar Agha-Jaffar, a founding partner of Card Tech. Mr. Agha-Jaffar will continue to serve as managing director of TSYS Card Tech after the acquisition, reporting to Bruce L. Bacon, group executive for international services at TSYS.

“TSYS is committed to providing our customers with innovative and flexible processing solutions in diverse markets around the globe,” says Mr. Bacon. “The combination of TSYS and Card Tech positions TSYS to serve clients throughout the world with expanded products and services regardless of size and needs of the respective market.”

TSYS Card Tech’s software applications are widely respected in the global payments marketplace:

• TSYS Card Tech offers a proven, cost-effective server-based system with an established global footprint for comprehensive issuing and acquiring services.

• TSYS Card Tech offers products and services for instalment loans, credit, debit, merchant acquiring and prepaid payment platforms in addition to fraud, risk management,

authorisations, chargebacks, e-commerce and m-commerce solutions designed for the bankcard market.

• TSYS Card Tech’s software uses market-leading innovation and flexibility specifically suited for consumer finance.

• TSYS Card Tech's applications are browser-based, multilingual, multicurrency and multi-country (including double-byte-enabled) for fast and effective worldwide deployments.

Card Tech, Ltd., was established in 1989, and keeps service centres in London; Dubai, United Arab Emirates; Nicosia, Cyprus; and Kuala Lumpur, Malaysia. TSYS operates facilities in North America, Europe and the Asia-Pacific, a combined total of 12 countries worldwide.

About TSYS Card Tech

Approximately 190 banks from 70 countries use Card Tech solutions. Our software and processing service addresses every aspect of the card-management business cycle, including card issuance, merchant acquiring, authorisation, message switching, encryption key and PIN management, e-commerce and fraud management. TSYS Card Tech has an exceptional record of delivering scheme-compliant solutions on budget and on time. Every implementation is backed with 24x7 global support.

About TSYS

TSYS (tsys.com) is one of the world’s largest companies for outsourced payment services, offering a broad range of issuer- and acquirer-processing technologies that support consumer-finance, credit, debit and prepaid services for financial institutions and retail companies in North America, Europe and the Asia-Pacific regions. Based in Columbus, Ga., TSYS (NYSE: TSS) is closely held by Synovus Financial Corp. (NYSE: SNV), one of FORTUNE magazine’s “Most Admired Companies” and a member of its “100 Best Companies to Work For” Hall of Fame. For more information, contact news@tsys.com.

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