Dated as of, 26 February 2009

TRANSFER OF CONTRACT AGREEMENT

between

SOFTWARE & SOUND, Ltd.

and

CREDIFACIL, S.A.

Oxford Solicitors, S.L.P.

Tel xxxxxxxxxxxx
Fax xxxxxxxxxxxxxxxxxx
TABLE OF CONTENTS

1. DEFINITIONS 1

2. TRANSFER 2

3. TOTAL FUNDING AMOUNT 3

4. NOTIFICATION TO THE CUSTOMERS 6

5. SERVICES TO BE PROVIDED BY SOFTWARE & SOUND, LTD. / CUSTOMER CONTACT 7

6. REPRESENTATIONS AND WARRANTIES 8

7. RESPONSIBILITIES IN CASE OF DISPUTE WITH THE CUSTOMER 9

8. ANTICIPATED REPURCHASE 15

9. MISCELLANEOUS 19

10. ABSENCE OF STIPULATIONS IN FAVOUR OF A THIRD PARTY 21

11. APPLICABLE LAW AND JURISDICTION 35

SCHEDULES

SCHEDULE 1: SOFTWARE & SOUND, LTD. TERMS AND CONDITIONS 45

SCHEDULE 2: NOTIFICATION OF TRANSFER 48

THIS TRANSFER AGREEMENT is made on February 26th, 2009.

Relating to Contract Number XXXXXXXXX of SOFTWARE & SOUND, LTD. and of CREDIFACIL, S.A.

BETWEEN:

SOFTWARE & SOUND, LTD. a company incorporated under the laws of England, with registered
offices at 25 Oxford Street, NW6, registered under the number 48759. Represented by Mr Smith, in
his function as Country Manager (hereinafter, SOFTWARE & SOUND, LTD)

and

CREDIFACIL, S.A. a company incorporated under the laws of Spain, with registered offices at Paseo
de la Castellana, 54, registered under the number 458; Represented by Mr García, in his function as
Country Manager (hereinafter, CREDIFACIL, S.A.);

SOFTWARE & SOUND, LTD. and CREDIFACIL, S.A. are individually referred to as a Party, and
collectively as the Parties.

WHEREAS:

(A) SOFTWARE & SOUND, LTD. is a company specialised in leasing new and used telecom
equipment, together with the related software and services; CREDIFACIL, S.A. is a
company specialised in asset based financing relating to business equipment;
(B) SOFTWARE & SOUND, LTD. has entered into a customer contract (the Customer
Contract) relating to the lease of computer and telecom equipment, including associated
software (the Equipment); a copy of the SOFTWARE & SOUND, LTD. terms and
conditions, on which the Customer Contract is based, is attached as Schedule 1 to this
transfer agreement (the Transfer Agreement);
(C) SOFTWARE & SOUND, LTD. wishes to transfer its rights and obligations under the
Customer Contract and the Equipment to CREDIFACIL, S.A.; CREDIFACIL, S.A. wishes to
take over SOFTWARE & SOUND, LTD.’s rights and obligations as a lessor under the
Customer Contract and wishes to acquire the Equipment;
NOW IT IS HEREBY AGREED as follows:

1. DEFINITIONS

The following words and expressions will have the following meaning in the Transfer
Agreement, unless required otherwise by the context:

Customer Contract(s) means the customer contract(s) as set out under Schedule 1 with
reference number xxxxxxx;
Customer means end-user, not being a consumer (i.e. who does not act within the conduct of
business), that has leased Equipment from SOFTWARE & SOUND, LTD.;
Date of the Transfer Agreement means the date of the signing of this Transfer Agreement;
Effective Date means the date of payment by CREDIFACIL, S.A. of the Total Funding Amount
Equipment Acceptance Certificate means a certificate signed by the Customer or any
document that confirms the Customer's acceptance of the Equipment;
Equipment means the equipment as set out under Schedule 1 and as specified in the relevant
Customer Contract(s);
Expiry means the expiry by lapse of time of a Customer Contract on the date so defined in the
Customer Contract;
Funding Rate means the interest rates as detailed in this Transfer Agreement;
Notification of Transfer means the letter by which the Customer is informed of the Transfer
(Schedule 2);
Residual Value means the agreed value of Equipment at the Expiry date of any Customer
Contract as set out in this Transfer Agreement;
Schedule means any annex to this Transfer Agreement marked "Schedule", that forms an
integral part of the Transfer Agreement;
Total Funding Amount means the purchase price that CREDIFACIL, S.A. is obliged to pay to
SOFTWARE & SOUND, LTD. for the purchase of the Equipment and the Customer Contract;
Transfer Agreement means the present agreement;
 Transfer means the transfer of the Customer Contract and the Equipment from SOFTWARE &
SOUND, LTD. to CREDIFACIL, S.A.;
Business Day means any day which is not a Saturday, Sunday or a public (local) banking
holiday in London.

2. TRANSFER

2.1 With effect on the Effective Date, SOFTWARE & SOUND, LTD. hereby assigns the Customer
Contract to CREDIFACIL, S.A., and CREDIFACIL, S.A. accepts to take over the Customer
Contract. Insofar as the rights and obligations under the Customer Contract are concerned,
references to SOFTWARE & SOUND, LTD. therein shall be deemed to be replaced with
references to CREDIFACIL, S.A. as from the Effective Date.
2.2. SOFTWARE & SOUND, LTD. hereby sells the Equipment to CREDIFACIL, S.A., and
CREDIFACIL, S.A. accepts to acquire the Equipment under the terms of this Transfer
Agreement. CREDIFACIL, S.A. acquires title to the Equipment as from the Effective Date.
2.3. At the Effective Date SOFTWARE & SOUND, LTD. provides CREDIFACIL, S.A. a copy of the
following documents:
(…)

3. TOTAL FUNDING AMOUNT

3.1 As a price for the Transfer, CREDIFACIL, S.A. will pay SOFTWARE & SOUND, LTD. the Total
Funding Amount. The Total Funding Amount amounts to € (excluding V.A.T.), calculated
as the sum of the funding amounts relating to the Customer Contract:
3.2 CREDIFACIL, S.A. will pay the Total Funding Amount, plus any taxes applicable, to
SOFTWARE & SOUND, LTD. within two Business Days after the documents mentioned in
Clause 2.3 are delivered to CREDIFACIL, S.A. in a form acceptable to it.
After the payment of Total Funding Amount by CREDIFACIL, S.A. to SOFTWARE & SOUND,
LTD., the Transfer of the contract will be deemed as without any recourse against SOFTWARE
& SOUND, LTD.
4. NOTIFICATION TO THE CUSTOMERS

4.1 SOFTWARE & SOUND, LTD. warrants that the Customer Contract allows the Transfer without
any further consent of the Customers being required. SOFTWARE & SOUND, LTD. shall
within 1 Business Days after the Date of the Transfer Agreement notify the Customers of the
Transfer by means of a Notification of Transfer.
4.2 SOFTWARE & SOUND, LTD. shall indemnify CREDIFACIL, S.A. and hold it harmless from
and against any and all damage and/or financial loss, including third party claims that may
directly or indirectly result from the Transfer not being effective or enforceable in accordance
with Clause 7.

5. SERVICES TO BE PROVIDED BY SOFTWARE & SOUND, LTD. / CUSTOMER CONTACT

5.1 Without prejudice to Clause ¡Error! No se encuentra el origen de la referencia., SOFTWARE &
SOUND, LTD. will not provide any technical services to the equipment after the Effective Date.
5.2 (…).

6. REPRESENTATIONS AND WARRANTIES

6.1. SOFTWARE & SOUND, LTD. represents and warrants to CREDIFACIL, S.A.:
 That all rights under the Customer Agreement as well as the Equipment are free of all
encumbrances or other agreements which might affect its ownership and that
CREDIFACIL, S.A. shall acquire full and unencumbered legal title to the Equipment;
 that the Customer Contract has come into force and are fully enforceable in accordance
with their terms, without any exception and have been duly executed on behalf of the
Customer and SOFTWARE & SOUND, LTD.;
 that the Customer Contract and this Transfer Agreement do not constitute or contain any
infringement of any rights of third parties, including intellectual property rights, with regard
to the Equipment; and
 that it has and will have duly performed its obligations under Customer Contract until the
Effective Date;
 (…)
 that the Customer Contract is concluded on the basis of the SOFTWARE & SOUND, LTD.
terms and conditions attached as Schedule 1, and that the Customer Contract relates to
operational leasing.
6.2 SOFTWARE & SOUND, LTD. shall fully indemnify CREDIFACIL, S.A. and hold it harmless
from and against any and all damage and/or financial loss, including third party claims that may
directly or indirectly result from SOFTWARE & SOUND, LTD. not meeting its obligations under
this Agreement in accordance with clause 7.

7. RESPONSABILITIES IN CASE OF DISPUTE WITH THE CUSTOMER

(…).

8. ANTICIPATED REPURCHASE

At any moment, SOFTWARE & SOUND, LTD. has the right to buy back the assigned
Customer Contract and Equipment to CREDIFACIL, S.A. under the following conditions:
8.1. Repurchase not followed by a new operation:
(…)

9. MISCELLANEOUS

9.1 Whole agreement and amendments

Without prejudice to Clause XX, this Transfer Agreement and the documents attached to it form
the entire agreement between the Parties on the subject matter hereof and replace any other
agreement between the Parties on this subject. An amendment is only effective if (a) in writing
and (b) signed by the Parties' authorised representatives.
9.2 Non-waiver
The rights of each Party under this Transfer Agreement may be waived only (a) in writing and
(b) specifically. Unless otherwise specified, the waiver is only valid for the existing situation that
gives rise to the waiver and does not cover future situations.
9.3 Non-assignment
A party may only assign this Transfer Agreement or its rights and obligations under this
Transfer Agreement if the other Party agrees in writing in advance.
9.4 Severability Clause
If a Party claims that a clause is void or unenforceable and the other Party to this Transfer
Agreement agrees that it might be the case, or if a clause is found void or unenforceable, the
 parties must try to replace the clause with a valid and enforceable clause that endeavours to
achieve the economic objectives of the void or unenforceable clause.
9.5 Communication - notices
Any communication under this Transfer Agreement must be in writing and, unless otherwise
stated, must be delivered by registered post, by fax or by email.
Any communication under this Transfer Agreement is deemed to be received and the receiving
Party is deemed to have been informed at the following delivery time:
(i) if posted by mail, the 3 Business Days after the posting date;
(ii) if sent by fax, at the time indicated in the delivery report confirming that the document
has been sent;
(iii) if sent by email, at the time indicated in the receipt notice generated by the receiving
Party's system.
Unless otherwise provided by the law, a notice must be sent or delivered by one of the means
indicated above and starts running the first Business Day after the delivery time mentioned
above.

10. ABSENCE OF STIPULATION IN FAVOUR OF A THIRD PARTY

By express agreement, the Parties exclude any stipulation in favour of a third party from this
Agreement. Particularly, if by some adverse chance, the Customer shall have knowledge of the
provisions of this Agreement, it is excluded that the Customer would receive any right or
advantage from this Agreement, by any means, the provisions of this Agreement being agreed
upon at the sole benefit of the contracting Parties, or their legal successors.

11. APPLICABLE LAW AND JURIDICTION

This Transfer Agreement will be governed by the English law. All disputes that may arise from
or in relation to this Agreement shall be referred exclusively to the Courts of London (England).
IN WITNESS WHEREOF, the Parties have duly signed this Agreement in two counterparts, in the
place and date first above written.

SOFTWARE & SOUND, LTD. CREDIFACIL, S.A.

[NAME] [NAME]

[TITLE] [TITLE]
 SCHEDULE 1

SOFTWARE & SOUND, LTD. TERMS AND CONDITIONS

 SCHEDULE 2

NOTIFICATION OF TRANSFER